Atlantic Union Bankshares Corp
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
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Jun 30, 2025 · Filed Aug 5, 2025
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Notes to Consolidated Financial Statements (unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company
Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank (the “Bank”), which provides banking and related financial products and services to consumers and businesses. Except as otherwise indicated or the context suggests otherwise, references to the “Company” refers to Atlantic Union Bankshares Corporation and its subsidiaries.
Basis of Financial Information
The accounting policies and practices of Atlantic Union Bankshares Corporation and subsidiaries conform to accounting principles generally accepted in the United States (“GAAP”) and follow general practices within the banking industry. The consolidated financial statements include the accounts of the Company, which is a financial holding company and a bank holding company that owns all of the outstanding common stock of its banking subsidiary, Atlantic Union Bank, which owns Union Insurance Group, LLC, Atlantic Union Financial Consultants, LLC, and Atlantic Union Equipment Finance, Inc.
The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses (“ACL”), the fair value of financial instruments, and the fair values associated with assets acquired and liabilities assumed in a business combination. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other period.
On April 1, 2025, the Company completed its acquisition of Sandy Spring Bancorp, Inc. (“Sandy Spring”). Sandy Spring’s results of operations are included in the Company’s consolidated results since the date of acquisition. On April 1, 2024, the Company completed its acquisition of American National Bankshares Inc. (“American National”). American National’s results of operations are included in the Company’s consolidated results since the date of acquisition.
The unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Certain prior period amounts have been reclassified to conform to current period presentation. None of these reclassifications had a material effect on the Company’s financial statements. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2024 Form 10-K for additional information on the Company’s accounting policies. There have not been any significant changes to the Company’s accounting policies from those disclosed in the Company’s 2024 Form 10-K that could have a material effect on the Company’s financial statements, except as discussed below. The accounting policy on acquired loans set forth below should be read in conjunction with the Company’s accounting policies for acquisition accounting and charge-offs contained in Note 1 of the Company’s 2024 Form 10-K under the headings “Acquisition Accounting” and “Nonaccruals, Past Dues and Charge-offs,” respectively, which include additional guidance on the accounting for acquired loans that have experienced a more-than insignificant amount of credit deterioration since origination (“PCD” loans).
Acquired Loans
Acquired loans are recorded at their fair value at the acquisition date without carryover of the acquiree’s previously established allowance for loan and lease losses (“ALLL”). The fair value for acquired loans is determined using a discounted cash flow analysis that considers factors including loan type, interest rate type, prepayment speeds, duration and current discount rates. During evaluation upon acquisition, acquired loans are also classified as either PCD or non-PCD. Acquired loans are subject to the Company’s ALLL policy upon acquisition.
For loans that have not experienced a more-than an insignificant amount of credit deterioration since origination, the difference between the fair value and unpaid principal balance of the loans at the acquisition date (premium or discount) is amortized or accreted into interest income over the life of the loans in accordance with Accounting Standards Codification (“ASC”) 310-20,
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Receivables – Nonrefundable Fees and Other Costs. If the acquired performing loan has revolving privileges, it is accounted for using the straight-line method; otherwise, the Company uses the effective interest rate method.
The Company records PCD loans at the amount paid and establishes an initial ALLL using the same methodology as other loans held for investment (“LHFI”). The sum of the PCD loan’s purchase price and initial ALLL becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan under ASC 310-20,Receivables – Nonrefundable Fees and Other Costs. If the loan has revolving privileges, the discount/premium is amortized/accreted using the straight-line method; otherwise, the effective interest method is used. Subsequent changes to the ALLL are recorded through provision expense.
When determining the initial ALLL on PCD loans, the Company considers charge offs necessary at acquisition to comply with the Company’s charge off policy. For PCD loans that are subject to write-off under the Company’s charge-off policy at acquisition, the initial ALLL on PCD loans is included as part of the loan balance at the time of acquisition and is immediately written off with no impact on net income. See also Note 4 “Loans and Allowance for Loan Losses” within Item 1 of this Quarterly Report for additional detail regarding the ALLL on PCD loans.
See also Note 2 “Acquisitions” within Item 1 of this Quarterly Report for additional discussion of the Company’s acquisitions.
2. ACQUISITIONS
Sandy Spring Bancorp, Inc. Acquisition
On April 1, 2025, the Company completed its previously announced acquisition of Sandy Spring, the holding company for Sandy Spring Bank, headquartered in Olney, Maryland. Under the terms of the Sandy Spring merger agreement, at the effective time of the Sandy Spring acquisition, each outstanding share of Sandy Spring common stock was converted into the right to receive 0.900 shares of the Company’s common stock, with cash paid in lieu of fractional shares, resulting in 41.0 million additional shares issued, or an aggregate transaction value of approximately$1.3 billion, based on the closing price per share of the Company’s common stock as quoted on the New York Stock Exchange (“NYSE”) on March 31, 2025, which was the last trading day prior to the consummation of the acquisition. With the acquisition of Sandy Spring, the Company acquired over 50 branches in Virginia, Maryland, and Washington D.C., enhancing the Company’s presence in Northern Virginia and Maryland.
As a result of the Sandy Spring acquisition, the Company recorded preliminary goodwill totaling$496.9 million at April 1, 2025, which reflects expected synergies and economies of scale from the acquisition, allocated between the Company’s Wholesale Banking ($387.6 million) and Consumer Banking ($109.3 million) reporting segments, which is not deductible for tax purposes. While the Company believes the information available on April 1, 2025 provided a reasonable basis for estimating fair value, the Company may obtain additional information and evidence within the one-year measurement period that could result in changes to the estimated fair value amounts and associated goodwill. Valuations subject to change include, but are not limited to: LHFI, identified intangible assets, certain deposits, certain other assets and liabilities, and related deferred and income taxes. Subsequent adjustments, if necessary, will be reflected in future filings.
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The following table provides a preliminary assessment of the consideration transferred and the fair value of the assets acquired and liabilities assumed as of the date of the Sandy Spring acquisition (dollars in thousands).
| | | | | | | |
|---|---|---|---|---|---|---|
| Purchase price consideration | | | $1,275,969 | |||
| | | | | | | |
| Fair value of assets acquired: | | | ||||
| Cash and cash equivalents | | $270,211 | | |||
| Securities available for sale | | 1,266,925 | | |||
| Restricted stock | | | 68,310 | | | |
| Loans held for sale - commercial real estate ("CRE") | | 1,839,968 | | |||
| Loans held for sale - Non-CRE | | | 28,822 | | | |
| Loans held for investment | | | 8,630,977 | | | |
| Premises and equipment | | 59,402 | | |||
| Core deposit intangibles and other intangibles | | 290,650 | | |||
| Bank owned life insurance | | | 170,482 | | | |
| Lease right of use assets | | | 40,808 | | | |
| Other assets (1) | | 322,417 | | |||
| Total assets | | $12,988,972 | | |||
| | | | | | | |
| Fair value of liabilities assumed: | | | ||||
| Deposits | | $11,227,442 | | |||
| Short-term borrowings | | 272,201 | | |||
| Long-term borrowings | | 560,761 | | |||
| Lease liabilities | | | 40,808 | | | |
| Other liabilities | | 108,650 | | |||
| Total liabilities | | $12,209,862 | | |||
| | | | | | | |
| Fair value of net assets acquired | | | $779,110 | |||
| Goodwill | | | $496,859 | |||
(1) Other assets include deferred tax assets, accrued interest receivable, accounts receivable, and other intangibles, as well as other miscellaneous assets acquired from Sandy Spring.
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American National Bankshares Inc. Acquisition
On April 1, 2024, the Company completed its previously announced merger with American National, the holding company for American National Bank and Trust Company, headquartered in Danville, Virginia. Under the terms of the American National merger agreement, at the effective time of the American National merger, each outstanding share of American National common stock was converted into 1.35 shares of the Company’s common stock, resulting in 14.3 million additional shares issued, or aggregate consideration of$505.5 million, based on the closing price per share of the Company’s common stock as quoted on the NYSE on March 28, 2024, which was the last trading day prior to the consummation of the acquisition. With the acquisition of American National, the Company acquired 26 branches, deepening its presence in central and western Virginia, and expanding its franchise into contiguous markets in southern Virginia and in North Carolina.
As a result of the American National acquisition, the Company recorded goodwill totaling$288.8 million, which reflects expected synergies and economies of scale from the acquisition, allocated between the Company’s Wholesale Banking ($210.8 million) and Consumer Banking ($78.0 million) reporting segments, which is not deductible for tax purposes.
The following table provides a summary of the consideration transferred and the fair value of the assets acquired and liabilities assumed as of the date of the American National acquisition, (dollars in thousands):
| | | | | | | |
|---|---|---|---|---|---|---|
| Purchase price consideration | | | $505,473 | |||
| | | | | | | |
| Fair value of assets acquired: | | | ||||
| Cash and cash equivalents | | $55,060 | | |||
| Securities available for sale | | 507,764 | | |||
| Loans held for sale | | 2,611 | | |||
| Loans held for investment | | | 2,151,517 | | | |
| Premises and equipment | | 35,802 | | |||
| Core deposit intangibles and other intangibles | | 84,687 | | |||
| Bank owned life insurance | | | 30,627 | | | |
| Other assets | | 78,829 | | |||
| Total assets | | $2,946,897 | | |||
| | | | | | | |
| Fair value of liabilities assumed: | | | ||||
| Deposits | | $2,583,089 | | |||
| Short-term borrowings | | 98,336 | | |||
| Long-term borrowings | | 25,890 | | |||
| Other liabilities | | 22,951 | | |||
| Total liabilities | | $2,730,266 | | |||
| | | | | | | |
| Fair value of net assets acquired | | | $216,631 | |||
| Goodwill | | | $288,842 | |||
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The Company assessed the fair value based on the following methods for the significant assets acquired and liabilities assumed:
Cash and cash equivalents: The fair value was determined to approximate the carrying amount based on the short-term nature of these assets.
Securities Available for Sale (“AFS”): The fair value of the investment portfolio was based on pricing obtained by independent pricing services and quoted market prices.
*Restricted stock:*The carrying value approximates the fair value.
Loans held for sale (“LHFS”): Fair values for the Sandy Spring LHFS CRE and LHFS — non-CRE portfolios were estimated using a discounted cash flow analysis that considered factors including loan type, interest rate type, prepayment speeds, duration, and current discount rates. The American National LHFS portfolio was recorded at fair value based on quotes or bids from third parties.
Loans held for investment: Fair values for LHFI were estimated using a discounted cash flow analysis that considered factors including loan type, interest rate type, prepayment speeds, duration, and current discount rates. The discount rates used for loans were based on current market rates for new originations of comparable loans and factored in adjustments for any expected liquidity events. Expected cash flows were derived using inputs that considered estimated credit losses and prepayments.
Premises and equipment: The fair value of bank premises and equipment held for use was valued by obtaining recent market data for similar property types with adjustments for characteristics of individual properties.
Core deposit intangible (“CDI”) and other intangibles: CDI represents the future economic benefit of acquired customer deposits. The fair value of the CDI asset was estimated based on a discounted cash flow methodology that incorporated expected customer attrition rates, cost of deposit base, net maintenance cost associated with customer deposits, and the cost for alternative funding sources. The discount rates used were based on market rates. Other intangibles include customer relationship intangible assets and non-compete intangible assets. Customer relationship intangible assets represent the value associated with customer relationships related to the wealth management business that was acquired. Non-compete intangible assets represent the value associated with non-compete agreements for former employees in place at the date of the acquisition.
*Bank owned life insurance (“BOLI”):The fair value of BOLI is carried at its current cash surrender value, which is a reasonable estimate of fair value. *
*Lease Right of Use (“ROU”) assets and lease liabilities:*The fair value of the lease ROU assets was measured at an amount equal to the lease liability and evaluated for favorable or unfavorable lease terms when compared with market terms on a lease-by-lease basis.
Deposits: The fair value of interest-bearing and non-interest-bearing deposits is the amount payable on demand at the acquisition date. The fair value of time deposits was estimated using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period.
Short-Term Borrowings: Acquired short term borrowings consist of Federal Home Loan Bank of Atlanta (“FHLB”) overnight borrowings and borrowings under repurchase agreements. The carrying amount on short-term borrowings was determined to approximate fair value.
Long-Term Borrowings: The fair value of long-term borrowings, including trust preferred securities and subordinated debt, were estimated using a discounted cash flow approach analysis, factoring in market terms and the structural terms of the borrowings.
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The following table presents for illustrative purposes only certain pro forma information as if the Company had acquired Sandy Spring and American National on January 1, 2024. These results combine the historical results of Sandy Spring and American National in the Company's Consolidated Statements of Income and while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2024. No adjustments have been made to the pro forma results regarding possible revenue enhancements, provision for credit losses, or expense efficiencies. Pro forma adjustments below include the net impact of Sandy Spring’s and American National’s accretion and the elimination of merger-related costs, as disclosed below. The Company expects to achieve further operating cost savings and other business synergies, as a result of the acquisitions, which are not reflected in the pro forma amounts below (dollars in thousands):
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Pro forma · · Pro forma | ||||||||
| · · Three Months Ended · · Six Months Ended | ||||||||
| · · June 30, · · June 30, | ||||||||
| | 2025 (2) | 2024 (3) | 2025 (2) | 2024 (3) | ||||
| | | (unaudited) | | (unaudited) | | (unaudited) | | (unaudited) |
| Total revenues (1) | $402,893 | $350,297 | $658,300 | $697,051 | ||||
| Net income available to common shareholders (4) | $80,173 | $90,663 | $152,657 | $191,671 | ||||
(1)* Includes net interest income and noninterest income.*
(2)* Includes the net impact of Sandy Spring’s accretion adjustments of**$21.0** million for the six months ended June 30, 2025. There wereno pro forma net accretion adjustments for the three months ended June 30, 2025.*
(3)Includes the net impact of Sandy Spring’s accretion adjustments of*$21.4** million and**$42.6** million for the three and six months ended June 30, 2024, respectively, and the net impact of American National’s accretion adjustments of**$5.0** million for the six months ended June 30, 2024. There were no pro forma net accretion adjustments for American National for the three months ended June 30, 2024.*
(4)* For the periods presented, excludes merger-related costs as noted below.*
Merger-related costs, net of tax, were$63.3 million and$24.2 million, for the three months ended June 30, 2025 and 2024 and were$68.0 million and$25.8 million for the six months ended June 30,2025 and 2024, respectively, and are recorded in “Merger-related costs” on the Company’s Consolidated Statements of Income and have been expensed as incurred. For the three and six months ended June 30, 2025, merger-related costs were related to the Sandy Spring acquisition and such costs included employee severance, other employee related costs, professional fees, and facilities related costs. All merger-related costs for the three and six months ended June 30, 2024 were related to the American National acquisition and such costs included employee severance, professional fees, system conversion, and lease and contract termination expenses.
The Company’s operating results for the three and six months ended June 30, 2025 and June 30, 2024, include the operating results of the acquired assets and assumed liabilities of Sandy Spring subsequent to the acquisition on April 1, 2025 and American National subsequent to the acquisition on April 1, 2024, respectively. Due to the merging of certain processes and the conversion of Sandy Spring’s systems that is expected to occur during the fourth quarter of 2025 and American National’s system conversion that occurred during the second quarter of 2024, historical reporting for the former Sandy Spring and American National operations is impracticable and thus disclosures of the revenue from the assets acquired and income before income taxes is impracticable for the periods subsequent to acquisition.
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3. SECURITIES AND OTHER INVESTMENTS
Available for Sale
The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of June 30, 2025 are as follows (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Amortized · · Gross Unrealized · · Estimated | ||||||||||||
| · Cost · Gains · (Losses) · Fair Value | ||||||||||||
| U.S. government and agency securities | | $154,536 | | $712 | | $(39) | | $155,209 | ||||
| Obligations of states and political subdivisions | | 604,663 | | 135 | | (137,935) | | 466,863 | ||||
| Corporate and other bonds (1) | | 268,497 | | 512 | | (7,774) | | 261,235 | ||||
| Commercial MBS | | | | | | | | | | | ||
| Agency | | | 344,879 | | 1,098 | | (41,908) | | | 304,069 | ||
| Non-agency | | | 96,601 | | 173 | | (2,171) | | | 94,603 | ||
| Total commercial MBS | | | 441,480 | | 1,271 | | (44,079) | | | 398,672 | ||
| Residential MBS | | | | | | | | | | | | |
| Agency | | | 2,592,111 | | 8,133 | | (191,707) | | | 2,408,537 | ||
| Non-agency | | | 118,913 | | 809 | | (2,866) | | | 116,856 | ||
| Total residential MBS | | | 2,711,024 | | 8,942 | | (194,573) | | | 2,525,393 | ||
| Other securities | | 1,909 | | — | | — | | 1,909 | ||||
| Total AFS securities | | $4,182,109 | | $11,572 | | $(384,400) | | $3,809,281 | ||||
The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of December 31, 2024 are as follows (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Amortized · · Gross Unrealized · · Estimated | ||||||||||||
| · Cost · Gains · (Losses) · Fair Value | ||||||||||||
| U.S. government and agency securities | | $65,650 | | $390 | | $(27) | | $66,013 | ||||
| Obligations of states and political subdivisions | | | 597,956 | | 84 | | (129,703) | | 468,337 | |||
| Corporate and other bonds (1) | | 253,526 | | 505 | | (9,319) | | 244,712 | ||||
| Commercial MBS | | | | | | | | | | | ||
| Agency | | | 285,949 | | 348 | | (44,678) | | | 241,619 | ||
| Non-agency | | | 61,552 | | 4 | | (2,110) | | | 59,446 | ||
| Total commercial MBS | | | 347,501 | | 352 | | (46,788) | | | 301,065 | ||
| Residential MBS | | | | | | | | | | | | |
| Agency | | | 1,478,648 | | 1,375 | | (216,754) | | | 1,263,269 | ||
| Non-agency | | | 99,622 | | 672 | | (3,384) | | | 96,910 | ||
| Total residential MBS | | | 1,578,270 | | 2,047 | | (220,138) | | | 1,360,179 | ||
| Other securities | | 1,860 | | — | | — | | 1,860 | ||||
| Total AFS securities | | $2,844,763 | | $3,378 | | $(405,975) | | $2,442,166 | ||||
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The following table shows the gross unrealized losses and fair value of the Company’s AFS securities with unrealized losses, which are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position for the following periods ended (dollars in thousands).
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Less than 12 months · · More than 12 months · · Total | ||||||||||||||||||
| · Fair · Unrealized · Fair · Unrealized · Fair · Unrealized | ||||||||||||||||||
| · · Value · · Losses · · Value(2) · · Losses · · Value · · Losses | ||||||||||||||||||
| June 30, 2025 · · · · · · · · · · · · | ||||||||||||||||||
| U.S. government and agency securities | | $61,143 | | $(27) | | $969 | | $(12) | | $62,112 | | $(39) | ||||||
| Obligations of states and political subdivisions | | | 9,218 | | | (355) | | | 434,111 | | | (137,580) | | | 443,329 | | | (137,935) |
| Corporate and other bonds (1) | | 59,527 | | (173) | | 127,781 | | (7,601) | | 187,308 | | (7,774) | ||||||
| Commercial MBS | | | | | | | | | | | | | | | | | | |
| Agency | | | 52,923 | | | (185) | | | 159,546 | | | (41,723) | | | 212,469 | | | (41,908) |
| Non-agency | | | 34,652 | | | (193) | | | 28,613 | | | (1,978) | | | 63,265 | | | (2,171) |
| Total commercial MBS | | | 87,575 | | | (378) | | | 188,159 | | | (43,701) | | | 275,734 | | | (44,079) |
| Residential MBS | | | | | | | | | | | | | | | | | | |
| Agency | | | 407,085 | | | (2,143) | | | 881,959 | | | (189,564) | | | 1,289,044 | | | (191,707) |
| Non-agency | | | 21,889 | | | (444) | | | 22,089 | | | (2,422) | | | 43,978 | | | (2,866) |
| Total residential MBS | | | 428,974 | | | (2,587) | | | 904,048 | | | (191,986) | | | 1,333,022 | | | (194,573) |
| Total AFS securities | | $646,437 | | $(3,520) | | $1,655,068 | | $(380,880) | | $2,301,505 | | $(384,400) | ||||||
| | | | | | | | | | | | | | | | | | | |
| December 31, 2024 | | | | | | | ||||||||||||
| U.S. government and agency securities | | $1,935 | | $(2) | | $1,286 | | $(25) | | $3,221 | | $(27) | ||||||
| Obligations of states and political subdivisions | | | 6,560 | | | (322) | | | 444,056 | | | (129,381) | | | 450,616 | | | (129,703) |
| Corporate and other bonds (1) | | 8,620 | | (27) | | 145,655 | | (9,292) | | 154,275 | | (9,319) | ||||||
| Commercial MBS | | | | | | | | | | | | | | | | | | |
| Agency | | | 31,291 | | | (359) | | | 160,880 | | | (44,319) | | | 192,171 | | | (44,678) |
| Non-agency | | | 24,864 | | | (1,188) | | | 21,110 | | | (922) | | | 45,974 | | | (2,110) |
| Total commercial MBS | | | 56,155 | | | (1,547) | | | 181,990 | | | (45,241) | | | 238,145 | | | (46,788) |
| Residential MBS | | | | | | | | | | | | | | | | | | |
| Agency | | | 104,477 | | | (546) | | | 895,714 | | | (216,208) | | | 1,000,191 | | | (216,754) |
| Non-agency | | | 6,067 | | | (98) | | | 27,851 | | | (3,286) | | | 33,918 | | | (3,384) |
| Total residential MBS | | | 110,544 | | | (644) | | | 923,565 | | | (219,494) | | | 1,034,109 | | | (220,138) |
| Total AFS securities | | $183,814 | | $(2,542) | | $1,696,552 | | $(403,433) | | $1,880,366 | | $(405,975) | ||||||
(2)* Comprised of708 and726 individual securities as of June 30, 2025 and December 31, 2024, respectively.*
The Company has evaluated AFS securities in an unrealized loss position for credit related impairment at June 30, 2025 and December 31, 2024 and concludedno impairment existed based on several factors which included: (1) the majority of these securities are of high credit quality, (2) unrealized losses are primarily the result of market volatility and increases in market interest rates, (3) the contractual terms of the investments do not permit the issuer(s) to settle the securities at a price less than the cost basis of each investment, (4) issuers continue to make timely principal and interest payments, and (5) the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis.
Additionally, the majority of the Company’s mortgage-backed securities (“MBS”) are issued by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, and the Government National Mortgage Association and do not have credit risk given the implicit and explicit government guarantees associated with these agencies. In addition, the non-agency mortgage-backed and asset-backed securities generally received a 20% simplified supervisory formula approach rating. The Company’s AFS investment portfolio is generally highly-rated or agency backed. At June 30, 2025 and December 31, 2024, all AFS securities were current withno securities past due or on non-accrual, andno ACL was held against the Company’s AFS securities portfolio.
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The following table presents the amortized cost and estimated fair value of AFS securities as of the periods ended, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · June 30, 2025 · · December 31, 2024 | ||||||||
| · Amortized · Estimated · Amortized · Estimated | ||||||||
| | | Cost | | Fair Value | | Cost | | Fair Value |
| Due in one year or less | | $103,377 | | $103,276 | | $35,954 | | $35,808 |
| Due after one year through five years | | 276,513 | | 276,961 | | 215,517 | | 215,513 |
| Due after five years through ten years | | 545,554 | | 527,647 | | 286,487 | | 271,443 |
| Due after ten years | | 3,256,665 | | 2,901,397 | | 2,306,805 | | 1,919,402 |
| Total AFS securities | | $4,182,109 | | $3,809,281 | | $2,844,763 | | $2,442,166 |
Refer to Note 8 “Commitments and Contingencies” within this Item 1 of this Quarterly Reportfor information regarding the estimated fair value of AFS securities that were pledged to secure public deposits, repurchase agreements and for other purposes as permitted or required by law as of June 30, 2025 and December 31, 2024.
Accrued interest receivable on AFS securities totaled$14.1 million and$10.1 million at June 30, 2025 and December 31, 2024, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three and six months ended June 30, 2025 and 2024, accrued interest receivable write-offs were not material to the Company’s consolidated financial statements.
Held to Maturity
The Company reports held to maturity (“HTM”) securities on the Company’s Consolidated Balance Sheets at carrying value. Carrying value is amortized cost, which includes any unamortized unrealized gains and losses recognized in accumulated other comprehensive income (loss) (“AOCI”) prior to reclassifying the securities from AFS securities to HTM securities. The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securitiesas of June 30, 2025 are as follows (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Carrying · · Gross Unrealized · · Estimated | ||||||||||||
| · Value · Gains · (Losses) · · Fair Value | ||||||||||||
| Obligations of states and political subdivisions | | $730,121 | | $580 | | $(38,181) | | $692,520 | ||||
| Corporate and other bonds (1) | | | 2,978 | | | — | | | (47) | | | 2,931 |
| Commercial MBS | | | | | | | | | | | | |
| Agency | | | 26,554 | | | — | | | (5,763) | | | 20,791 |
| Non-agency | | | 15,178 | | | 114 | | | (568) | | | 14,724 |
| Total commercial MBS | | | 41,732 | | | 114 | | | (6,331) | | | 35,515 |
| Residential MBS | | | | | | | | | | | | |
| Agency | | | 36,876 | | | — | | | (5,152) | | | 31,724 |
| Non-agency | | | 15,428 | | | — | | | (193) | | | 15,235 |
| Total residential MBS | | | 52,304 | | | — | | | (5,345) | | | 46,959 |
| Total HTM securities | | $827,135 | | $694 | | $(49,904) | | $777,925 | ||||
-16-
The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securitiesas of December 31, 2024 are as follows (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Carrying · · Gross Unrealized · · Estimated | ||||||||||||
| · Value · Gains · (Losses) · Fair Value | ||||||||||||
| Obligations of states and political subdivisions | | $697,683 | | $715 | | $(31,763) | | $666,635 | ||||
| Corporate and other bonds (1) | | | 3,322 | | | — | | | (82) | | | 3,240 |
| Commercial MBS | | | | | | | | | | | | |
| Agency | | | 26,787 | | | — | | | (6,185) | | | 20,602 |
| Non-agency | | | 17,922 | | | 28 | | | (659) | | | 17,291 |
| Total commercial MBS | | | 44,709 | | | 28 | | | (6,844) | | | 37,893 |
| Residential MBS | | | | | | | | | | | | |
| Agency | | | 37,808 | | | — | | | (6,288) | | | 31,520 |
| Non-agency | | | 20,329 | | | — | | | (282) | | | 20,047 |
| Total residential MBS | | | 58,137 | | | — | | | (6,570) | | | 51,567 |
| Total HTM securities | | $803,851 | | $743 | | $(45,259) | | $759,335 | ||||
The following table presents the amortized cost of HTM securities as of the periods ended, by security type and credit rating (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Obligations of states and political · Corporate and other · Mortgage-backed · Total HTM | ||||||||||||
| · · subdivisions · · bonds · · securities · · securities | ||||||||||||
| June 30, 2025 | | | | | | | | | | | | |
| Credit Rating: · · · · · · · · · · | ||||||||||||
| AAA/AA/A | | $719,386 | | $— | | $4,311 | | $723,697 | ||||
| BBB/BB/B | | | 1,133 | | | — | | | — | | | 1,133 |
| Not Rated – Agency (1) | | | — | | | — | | | 63,430 | | | 63,430 |
| Not Rated – Non-Agency (2) | | 9,602 | | 2,978 | | | 26,295 | | | 38,875 | ||
| Total | | $730,121 | | $2,978 | | $94,036 | | $827,135 | ||||
| December 31, 2024 | | | | | | | | | | | | |
| Credit Rating: | | | | | | | | | | | ||
| AAA/AA/A | | $686,923 | | $— | | $5,748 | | $692,671 | ||||
| BBB/BB/B | | | 1,144 | | | — | | | — | | | 1,144 |
| Not Rated – Agency (1) | | | — | | | — | | | 64,595 | | | 64,595 |
| Not Rated – Non-Agency (2) | | 9,616 | | 3,322 | | | 32,503 | | | 45,441 | ||
| Total | | $697,683 | | $3,322 | | $102,846 | | $803,851 | ||||
(1)* Generally considered not to have credit risk given the government guarantees associated with these agencies.*
(2) Non-agency mortgage-backed and asset-backed securities have limited credit risk, supported by most receiving a20% simplified supervisory formula approach rating.
-17-
The following table presents the amortized cost and estimated fair value of HTM securities as of the periods ended by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · June 30, 2025 · · December 31, 2024 | ||||||||
| · Carrying · Estimated · Carrying · Estimated | ||||||||
| | | Value | | Fair Value | | Value | | Fair Value |
| Due in one year or less | | $— | | $— | | $3,369 | | $3,358 |
| Due after one year through five years | | 18,697 | | 19,019 | | 18,293 | | 18,547 |
| Due after five years through ten years | | 166,642 | | 158,677 | | 115,243 | | 109,358 |
| Due after ten years | | 641,796 | | 600,229 | | 666,946 | | 628,072 |
| Total HTM securities | | $827,135 | | $777,925 | | $803,851 | | $759,335 |
Refer to Note 8 “Commitments and Contingencies” within this Item 1 of this Quarterly Report for information regarding the estimated fair value of HTM securities that were pledged to secure public deposits as permitted or required by law as of June 30, 2025 and December 31, 2024.
Accrued interest receivable on HTM securities totaled$8.8 million and$8.4 million at June 30, 2025 and December 31, 2024, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three and six months ended June 30, 2025 and 2024, accrued interest receivable write-offs were not material to the Company’s consolidated financial statements.
The Company’s HTM investment portfolio primarily consists of highly-rated municipal securities. At June 30, 2025 and December 31, 2024, the Company’s HTM securities were all current, withno securities past due or on non-accrual. The Company’s HTM securities ACL was immaterial at June 30, 2025 and December 31, 2024.
Restricted Stock, at cost
The FHLB required the Bank to maintain stock in an amount equal to 4.75% of outstanding borrowings and a specific percentage of the member’s total assets at June 30, 2025 and December 31, 2024. The Federal Reserve Bank of Richmond (“FRB”) requires the Company to maintain stock with a par value equal to 6% of its outstanding capital at June 30, 2025 and December 31, 2024. At June 30, 2025 and December 31, 2024, restricted stock consisted of FRB stock in the amount of$122.3 million and$82.9 million, respectively, and FHLB stock in the amount of$18.3 million and$20.1 million, respectively.
Realized Gains and Losses
The following table presents the gross realized gains and losses on and the proceeds from the sale of securities during the three and six months ended June 30,(dollars in thousands):
| · · · · · · | ||||
|---|---|---|---|---|
| | Three Months Ended | Six Months Ended | ||
| | | 2025 | | 2025 |
| Realized gains (losses) (1): · · | ||||
| Gross realized gains | | $16 | | $30 |
| Gross realized losses | | — | | (117) |
| Net realized gains (losses) | | $16 | | $(87) |
| Proceeds from sales of securities | | $588,546 | | $629,911 |
| · · · · · · | ||||
|---|---|---|---|---|
| | Three Months Ended | Six Months Ended | ||
| | | 2024 | | 2024 |
| Realized gains (losses) (1): · · | ||||
| Gross realized gains | | $9 | | $12 |
| Gross realized losses | | (6,525) | | (6,525) |
| Net realized losses | | $(6,516) | | $(6,513) |
| Proceeds from sales of securities | | $455,574 | | $517,517 |
(1)* Includes gains (losses) on sales and calls of securities.*
-18-
4. LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES
Commercial Real Estate Loan Sale
On June 26, 2025, the Company completed the sale of performing CRE loans acquired in the Sandy Spring acquisition with an unpaid principal balance of$2.0 billion, which the Company had classified as held for sale as of the April 1, 2025 acquisition date and marked to fair value at$1.8 billion. The CRE loan sale transaction generated a$15.7 million pre-tax gain, net of expenses, during the second quarter of 2025. Under the terms of the loan purchase agreement, the Company sold the loans without recourse with servicing retained. Servicing rights held by the Company are initially measured at fair value and recorded as an asset or liability and subsequently measured using the amortization method. At the time of the sale, the Company did not recognize any servicing asset or liability as the contractual servicing fees were equal to market-based adequate compensation for similar servicing.
Loans Held for Investments
The following tables exclude LHFS and include loan balances as of June 30, 2025 associated with the Sandy Spring acquisition that closed on April 1, 2025.
The Company’s LHFI are stated at their face amount, net of deferred fees and costs and consisted of the following as of the periods ended (dollars in thousands):
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · · · June 30, 2025 · · December 31, 2024 | |||||||
| Construction and Land Development | | | $2,444,151 | | $1,731,108 | ||
| CRE – Owner Occupied | | | 3,940,371 | | 2,370,119 | ||
| CRE – Non-Owner Occupied | | | 6,912,692 | | 4,935,590 | ||
| Multifamily Real Estate | | | 2,083,559 | | 1,240,209 | ||
| Commercial & Industrial | | | 5,141,691 | | 3,864,695 | ||
| Residential 1-4 Family – Commercial | | | 1,131,288 | | 719,425 | ||
| Residential 1-4 Family – Consumer | | | 2,746,046 | | 1,293,817 | ||
| Residential 1-4 Family – Revolving | | | 1,154,085 | | 756,944 | ||
| Auto | | | 245,554 | | 316,368 | ||
| Consumer | | | 119,526 | | 104,882 | ||
| Other Commercial | | | 1,409,370 | | 1,137,464 | ||
| Total LHFI, net of deferred fees and costs(1) | | | | 27,328,333 | | | 18,470,621 |
| Allowance for loan and lease losses | | | | (315,574) | | | (178,644) |
| Total LHFI, net | | | $27,012,759 | | $18,291,977 | ||
(1)Total loans included unamortized premiums and discounts, and unamortized deferred fees and costs totaling*$881.8** million and**$220.6** million as of June 30, 2025 and December 31, 2024, respectively.*
Refer to Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2024 Form 10-K and Note 2 “Acquisitions” within Item 1 of this Quarterly Report for further information about the Sandy Spring acquisition.
Accrued interest receivable on LHFI totaled$107.2 million and$73.7 million at June 30, 2025 and December 31, 2024, respectively. Accrued interest receivable write-offs were not material to the Company’s consolidated financial statements for the three and six months ended June 30, 2025 and 2024.
-19-
The following table shows the aging of the Company’s LHFI portfolio by class at June 30, 2025 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · Greater than · · · · · | |||||||||||||||||||
| · · · · · 30-59 Days · 60-89 Days · 90 Days and · · · · · | |||||||||||||||||||
| · · Current · · Past Due · Past Due · still Accruing · Nonaccrual · Total Loans · | |||||||||||||||||||
| Construction and Land Development | | $2,369,804 | | $447 | $189 | $22,807 | $50,904 | $2,444,151 | | ||||||||||
| CRE – Owner Occupied | | 3,927,968 | | 3,933 | 537 | 1,817 | 6,116 | 3,940,371 | | ||||||||||
| CRE – Non-Owner Occupied | | 6,880,073 | | 1,295 | 147 | 2,764 | 28,413 | 6,912,692 | | ||||||||||
| Multifamily Real Estate | | 2,080,833 | | 410 | 727 | — | 1,589 | 2,083,559 | | ||||||||||
| Commercial & Industrial | | 5,087,253 | | 4,606 | 2,278 | 2,657 | 44,897 | 5,141,691 | | ||||||||||
| Residential 1-4 Family – Commercial | | 1,119,289 | | 3,186 | 552 | 5,561 | 2,700 | 1,131,288 | | ||||||||||
| Residential 1-4 Family – Consumer | | 2,717,186 | | 2,125 | 4,559 | 1,487 | 20,689 | 2,746,046 | | ||||||||||
| Residential 1-4 Family – Revolving | | 1,139,915 | | 4,270 | | 2,094 | 2,460 | 5,346 | 1,154,085 | | |||||||||
| Auto | | 240,425 | | 3,735 | | 718 | | 150 | 526 | 245,554 | | ||||||||
| Consumer | | 118,766 | | 274 | | 387 | | 79 | | 20 | | 119,526 | | ||||||
| Other Commercial | | | 1,406,466 | | | 19 | | | 1,440 | | | 30 | | | 1,415 | | | 1,409,370 | |
| Total LHFI, net of deferred fees and costs | | $27,087,978 | | $24,300 | | $13,628 | | $39,812 | | $162,615 | | $27,328,333 | | ||||||
| % of total loans | | | 99.11% | | 0.09% | | 0.05% | | 0.15% | | 0.60% | | 100.00% | ||||||
The following table shows the aging of the Company’s LHFI portfolio by class at December 31, 2024 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · Greater than · · · · | |||||||||||||||||||
| · · · · · 30-59 Days · · 60-89 Days · · 90 Days and · · · · · · | |||||||||||||||||||
| · · Current · · Past Due · · Past Due · · still Accruing · · Nonaccrual · · Total Loans | |||||||||||||||||||
| Construction and Land Development | | $1,729,637 | | $38 | $— | $120 | $1,313 | $1,731,108 | | ||||||||||
| CRE – Owner Occupied | | 2,362,458 | | 2,080 | 1,074 | 1,592 | 2,915 | 2,370,119 | | ||||||||||
| CRE – Non-Owner Occupied | | 4,926,168 | | 1,381 | — | 6,874 | 1,167 | 4,935,590 | | ||||||||||
| Multifamily Real Estate | | 1,238,711 | | 1,366 | — | — | 132 | 1,240,209 | | ||||||||||
| Commercial & Industrial | | 3,820,564 | | 9,405 | 69 | 955 | 33,702 | 3,864,695 | | ||||||||||
| Residential 1-4 Family – Commercial | | 715,604 | | 697 | 665 | 949 | 1,510 | 719,425 | | ||||||||||
| Residential 1-4 Family – Consumer | | 1,266,467 | | 5,928 | 7,390 | 1,307 | 12,725 | 1,293,817 | | ||||||||||
| Residential 1-4 Family – Revolving | | 747,474 | | 1,824 | | 2,110 | 1,710 | 3,826 | 756,944 | | |||||||||
| Auto | | 311,354 | | 3,615 | | 456 | | 284 | 659 | 316,368 | | ||||||||
| Consumer | | 103,528 | | 804 | | 486 | | 44 | | 20 | | 104,882 | | ||||||
| Other Commercial | | | 1,132,960 | | | 2,167 | | | 2,029 | | | 308 | | | — | | | 1,137,464 | |
| Total LHFI, net of deferred fees and costs | | $18,354,925 | | $29,305 | | $14,279 | | $14,143 | | $57,969 | | $18,470,621 | | ||||||
| % of total loans | | | 99.37% | | 0.16% | | 0.08% | | 0.08% | | 0.31% | | 100.00% | ||||||
The following table shows the Company’s amortized cost basis of loans on nonaccrual status with no related ALLL, a component of the ACL as of the periods ended (dollars in thousands):
-20-
| | | | | | | |
|---|---|---|---|---|---|---|
| · · June 30, · · December 31, | ||||||
| · · 2025 · · 2024 | ||||||
| Construction and Land Development | | $13,660 | | $— | ||
| Commercial Real Estate - Owner Occupied | | | 2,526 | | | — |
| Commercial Real Estate - Non-Owner Occupied | | | 26,371 | | | 2,510 |
| Multifamily Real Estate | | | 1,472 | | | — |
| Commercial & Industrial | | | 1,847 | | | — |
| Residential 1-4 Family - Commercial | | | 627 | | | — |
| Other Commercial | | | 1,317 | | | — |
| Total LHFI, net of deferred fees and costs | | $47,820 | | $2,510 | ||
The increase in the amortized cost basis of loans on nonaccrual status with no related allowance for ALLL was primarily due to PCD loans acquired from Sandy Spring, which were nonperforming at the time of acquisition and were recorded at their amortized cost basis in accordance with ASC 326,Financial Instruments – Credit Losses. There wasno interest income recognized on nonaccrual loans during the three and six months ended June 30, 2025 and 2024.
-21-
Troubled Loan Modifications (“TLMs”)
The following tables present the amortized cost basis of loan modifications to borrowers experiencing financial difficulty for the three and six months ended June 30, (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended · · · Six Months Ended · | ||||||||||||
| · · 2025 · · · 2025 · | ||||||||||||
| · Amortized Cost · · % of Total Class of Financing Receivable · · Amortized Cost · · % of Total Class of Financing Receivable | ||||||||||||
| Other-Than-Insignificant Payment Delay | | | | | | | | | | | | |
| Commercial and Industrial | | $7,584 | | 0.15% | | $7,584 | | 0.15% | ||||
| CRE – Non-Owner Occupied | | | 3,780 | | 0.05% | | | 3,780 | | 0.05% | ||
| Total Other-Than-Insignificant Payment Delay | | $11,364 | | | | | $11,364 | | | | ||
| | | | | | | | | | | | | |
| Term Extension | | | | | | | | | | | ||
| CRE – Owner Occupied | | $1,244 | | 0.03% | | $1,546 | | 0.04% | ||||
| Residential 1-4 Family – Commercial | | | 4,586 | | 0.41% | | $4,918 | | 0.43% | |||
| Residential 1-4 Family – Consumer | | | 196 | | 0.01% | | 395 | | 0.01% | |||
| Total Term Extension | | $6,026 | | | | | $6,859 | | | | ||
| | | | | | | | | | | | | |
| Combination - Other-Than-Insignificant Payment Delay and Term Extension | | | | | | | | | | | | |
| Commercial and Industrial | | | — | | —% | | $478 | | 0.01% | |||
| Total Principal Forgiveness | | $— | | | | | $478 | | | | ||
| | | | | | | | | | | | | |
| Combination - Term Extension and Interest Rate Reduction | | | | | | | | | | | | |
| Residential 1-4 Family - Consumer | | $701 | | 0.03% | | $1,531 | | 0.06% | ||||
| Total Combination - Term Extension and Interest Rate Reduction | | $701 | | | | | $1,531 | | | | ||
| | | | | | | | | | | | | |
| Total | | $18,091 | | | | | $20,232 | | | | ||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended · · · Six Months Ended · | ||||||||||||
| · · 2024 · · · 2024 · | ||||||||||||
| · Amortized Cost · · % of Total Class of Financing Receivable · · · Amortized Cost · · % of Total Class of Financing Receivable | ||||||||||||
| Combination - Other-Than-Insignificant Payment Delay and Term Extension | | | | | | | | | | | | |
| Commercial and Industrial | | $1,153 | | 0.03% | | $1,153 | | 0.03% | ||||
| CRE – Non-Owner Occupied | | | 22,351 | | 0.46% | | | 22,351 | | 0.46% | ||
| Total Combination - Other-Than-Insignificant Payment Delay and Term Extension | | $23,504 | | | | | $23,504 | | | | ||
| | | | | | | | | | | | | |
| Combination - Term Extension and Interest Rate Reduction | | | | | | | | | | | | |
| Residential 1-4 Family – Consumer | | $210 | | 0.02% | | $386 | | 0.03% | ||||
| Total Combination - Term Extension and Interest Rate Reduction | | $210 | | | | | $386 | | | | ||
| | | | | | | | | | | | | |
| Combination - Interest Rate Reduction, Term Extension and Other-Than-Insignificant Payment Delay | | | | | | | | | | | | |
| Commercial and Industrial | | $206 | | 0.01% | | $206 | | 0.01% | ||||
| Total Combination - Interest Rate Reduction, Term Extension and Other-Than-Insignificant Payment Delay | | $206 | | | | | $206 | | | | ||
| | | | | | | | | | | | | |
| Total | | $23,920 | | | | | $24,096 | | | | ||
-22-
The following table describes the financial effects of TLMs on a weighted average basis for TLMs within that loan type for the three and six months ended June 30,:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| Three Months Ended | ||||||||
| 2025 | ||||||||
| | | | | | | | | |
| Term Extension | ||||||||
| Loan Type | | Financial Effect | ||||||
| CRE – Owner Occupied | | Added a weighted-average 0.5 years to the life of loans. | ||||||
| Residential 1-4 Family - Commercial | | Added a weighted-average 0.8 years to the life of loans. | ||||||
| | | | | | | | | |
| Six Months Ended | ||||||||
| 2025 | ||||||||
| | | | | | | | | |
| Term Extension | ||||||||
| Loan Type | | Financial Effect | ||||||
| CRE – Owner Occupied | | Added a weighted-average 0.5 years to the life of loans. | ||||||
| Residential 1-4 Family - Commercial | | Added a weighted-average 0.8 years to the life of loans. | ||||||
| | | | ||||||
| Combination - Term Extension and Interest Rate Reduction | ||||||||
| Loan Type | | Financial Effect | ||||||
| Residential 1-4 Family - Consumer | | Added a weighted-average 1.6 years to the life of loans and reduced the weighted average contractual interest rate from 5.0% to 2.1%. | ||||||
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| Three Months Ended | ||||||||
| 2024 | ||||||||
| | | | | | | | | |
| Combination - Other-Than-Insignificant Payment Delay and Term Extension | ||||||||
| Loan Type | | Financial Effect | ||||||
| Commercial and Industrial | | Added a weighted-average 1.0 years to the life of loans. | ||||||
| CRE – Non-Owner Occupied | | Added a weighted-average 1.6 years to the life of loans. | ||||||
| | | | | | | | | |
| Six Months Ended | ||||||||
| 2024 | ||||||||
| | | | | | | | | |
| Combination - Other-Than-Insignificant Payment Delay and Term Extension | ||||||||
| Loan Type | | Financial Effect | ||||||
| Commercial and Industrial | | Added a weighted-average 1.0 years to the life of loans. | ||||||
| CRE – Non-Owner Occupied | | Added a weighted-average 1.6 years to the life of loans. | ||||||
The Company considers a default of a TLM to occur when the borrower is 90 days past due following the modification or a foreclosure and repossession of the applicable collateral occurs. During the three and six months ended June 30, 2025 and 2024, the Company didnot have any material loans that went into default that had been modified and designated as TLMs in the twelve-month period prior to the time of default.
The Company monitors the performance of TLMs to determine the effectiveness of the modifications. During the three and six months ended June 30, 2025 and 2024, the Company didnot have any material loans that had been modified and designated as TLMs that were past due.
As of June 30, 2025 and December 31, 2024, there wereno material unfunded commitments on loans modified and designated as TLMs.
-23-
Allowance for Loan and Lease Losses
ALLL on the loan portfolio is a material estimate for the Company. The Company estimates its ALLL on its loan portfolio on a quarterly basis. The Company models the ALLL usingtwo primary segments, Commercial and Consumer. Each loan segment is further disaggregated into classes based on similar risk characteristics. The Company has identified the following classes within each loan segment:
| ● | Commercial: Construction and Land Development, CRE – Owner Occupied, CRE – Non-Owner Occupied, Multifamily Real Estate, Commercial & Industrial, Residential 1-4 Family – Commercial, and Other Commercial |
| ● | Consumer: Residential 1-4 Family – Consumer, Residential 1-4 Family – Revolving, Auto, and Consumer |
The following tables show the ALLL activity by loan segment for the three and six months ended June 30, (dollars in thousands):
| · · · · · · · · · · · · · · · · · · | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended · · Six Months Ended | ||||||||||||||||
| · · 2025 · · 2025 | ||||||||||||||||
| · · Commercial · · Consumer · · Total · · Commercial · · Consumer · · Total | ||||||||||||||||
| Balance at beginning of period | | $162,908 | | $30,888 | | $193,796 | | $148,887 | | $29,757 | | $178,644 | ||||
| Initial allowance on Sandy Spring PCD loans (1) | | | 21,255 | | 7,010 | | | 28,265 | | | 21,255 | | 7,010 | | | 28,265 |
| Loans charged-off (1) | | (1,534) | | (1,045) | | (2,579) | | (3,382) | | (2,082) | | (5,464) | ||||
| Recoveries credited to allowance | | 1,545 | | 368 | | 1,913 | | 1,775 | | 745 | | 2,520 | ||||
| Initial Provision - Sandy Spring non-PCD loans | | | 64,740 | | 24,798 | | | 89,538 | | | 64,740 | | 24,798 | | | 89,538 |
| Provision charged to operations | | 8,489 | | (3,848) | | 4,641 | | 24,128 | | (2,057) | | 22,071 | ||||
| Balance at end of period | | $257,403 | | $58,171 | | $315,574 | | $257,403 | | $58,171 | | $315,574 | ||||
(1)* In accordance with GAAP, amounts exclude**$34.5** million charged-off at acquisition related to certain PCD loans that met the Company’s charge-off policy at the time of acquisition.*
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended · · Six Months Ended | ||||||||||||||||||
| · · 2024 · · 2024 | ||||||||||||||||||
| · · Commercial · · Consumer · · Total · · Commercial · · Consumer · · Total | ||||||||||||||||||
| Balance at beginning of period | | $110,528 | | $25,662 | | $136,190 | | $105,896 | | $26,286 | | $132,182 | ||||||
| Initial allowance on American National PCD loans | | | 2,609 | | | 1,287 | | | 3,896 | | | 2,609 | | | 1,287 | | | 3,896 |
| Loans charged-off | | (2,094) | | (994) | | (3,088) | | (7,033) | | (1,949) | | (8,982) | ||||||
| Recoveries credited to allowance | | 1,057 | | 291 | | 1,348 | | 1,590 | | 735 | | 2,325 | ||||||
| Initial Provision - American National non-PCD loans | | | 11,213 | | | 2,016 | | | 13,229 | | | 11,213 | | | 2,016 | | | 13,229 |
| Provision charged to operations | | 7,826 | | (1,270) | | 6,556 | | 16,864 | | (1,383) | | 15,481 | ||||||
| Balance at end of period | | $131,139 | | $26,992 | | $158,131 | | $131,139 | | $26,992 | | $158,131 | ||||||
-24-
The following table presents additional information related to the acquired Sandy Spring loan portfolio at the acquisition date, including the initial ACL at acquisition on the PCD loans (dollars in thousands):
| | | | |
|---|---|---|---|
| PCD Loans: | | | |
| Book value of acquired loans at acquisition | $1,741,713 | ||
| Initial ACL at acquisition (1) | | (28,265) | |
| Non-credit discount at acquisition | | (162,140) | |
| Purchase Price | | $1,551,308 | |
| | | | |
| Non-PCD Loans: | | | |
| Fair Value | | $7,077,565 | |
| Gross contractual amounts receivable | | | 10,502,561 |
| Estimate of contractual cash flows not expected to be collected | | | 130,113 |
(1)* In accordance with GAAP, the initial ACL recognized on Sandy Spring PCD loans excludes**$34.5** million charged-off at acquisition related to certain PCD loans that met the Company’s charge-off policy at the time of acquisition.*
Credit Quality Indicators
Credit quality indicators are used to help estimate the collectability of each loan class within the Commercial and Consumer loan segments. For classes of loans within the Commercial segment, the primary credit quality indicator used for evaluating credit quality and estimating the ALLL is risk rating categories of Pass (including Pass-Watch), Special Mention, Substandard, and Doubtful. For classes of loans within the Consumer segment, the primary credit quality indicator used for evaluating credit quality and estimating ALLL is delinquency bands of current, 30-59, 60-89, 90+, and nonaccrual. While other credit quality indicators are evaluated and analyzed as part of the Company’s credit risk management activities, these indicators are primarily used in estimating the ALLL. The Company evaluates the credit risk of its loan portfolio on at least a quarterly basis.
Refer to Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2024 Form 10-K for additional information on the Company’s policies and for further information on the Company’s credit quality indicators.
Commercial Loans
The Company uses a risk rating system as the primary credit quality indicator for classes of loans within the Commercial segment. The Company defines pass loans as risk rated 1-5 and criticized loans as risk rated 6-9. See Note 4 “Loans and
Allowance For Loan and Lease Losses” in the “Notes to Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2024 Form 10-K for information on the Company’s risk rating system.
-25-
The table below details the amortized cost and gross write-offs of the classes of loans within the Commercial segment by risk level and year of origination as of June 30, (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · 2025 | ||||||||||||||||||||||||
| · · · Term Loans Amortized Cost Basis by Origination Year · · Revolving · · · | ||||||||||||||||||||||||
| · · 2025 · · 2024 · · 2023 · · 2022 · · 2021 · · Prior · · Loans · · Total | ||||||||||||||||||||||||
| Construction and Land Development | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $225,436 | | $551,431 | | $551,318 | | $299,196 | | $56,663 | | $80,624 | | $305,629 | | $2,070,297 | ||||||||
| Watch | | | 1,597 | | | 1,923 | | | 39,807 | | | 30,737 | | | 1,772 | | | 3,040 | | | 20,014 | | | 98,890 |
| Special Mention | | | — | | | 1,164 | | | 368 | | | 27,711 | | | 36,583 | | | 23,510 | | | — | | | 89,336 |
| Substandard | | | 178 | | | 1,152 | | | 17,232 | | | 56,923 | | | 35,300 | | | 8,804 | | | 66,039 | | | 185,628 |
| Total Construction and Land Development | | $227,211 | | $555,670 | | $608,725 | | $414,567 | | $130,318 | | $115,978 | | $391,682 | | $2,444,151 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $— | | $— | | $(2) | | $— | | $(2) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| CRE – Owner Occupied | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $128,209 | | $292,157 | | $311,990 | | $503,616 | | $416,240 | | $1,857,499 | | $68,612 | | $3,578,323 | ||||||||
| Watch | | | 2,950 | | | 18,154 | | | 19,948 | | | 11,948 | | | 6,042 | | | 67,900 | | | 1,425 | | | 128,367 |
| Special Mention | | | 4,331 | | | 6,843 | | | 12,752 | | | 12,822 | | | 6,681 | | | 67,485 | | | 1,023 | | | 111,937 |
| Substandard | | | 250 | | | 25,983 | | | 4,269 | | | 3,667 | | | 18,012 | | | 69,289 | | | 140 | | | 121,610 |
| Doubtful | | | — | | | — | | | — | | | — | | | — | | | 134 | | | — | | | 134 |
| Total CRE – Owner Occupied | | $135,740 | | $343,137 | | $348,959 | | $532,053 | | $446,975 | | $2,062,307 | | $71,200 | | $3,940,371 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| CRE – Non-Owner Occupied | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $204,804 | | $394,423 | | $688,548 | | $1,065,647 | | $953,313 | | $3,011,228 | | $79,219 | | $6,397,182 | ||||||||
| Watch | | | 83 | | | 559 | | | 14,751 | | | 13,602 | | | 18,106 | | | 63,846 | | | 23,569 | | | 134,516 |
| Special Mention | | | — | | | 1,376 | | | 24,608 | | | 3,825 | | | 45,127 | | | 103,542 | | | — | | | 178,478 |
| Substandard | | | — | | | — | | | 6,273 | | | 34,437 | | | 1,136 | | | 160,602 | | | 68 | | | 202,516 |
| Total CRE – Non-Owner Occupied | | $204,887 | | $396,358 | | $734,180 | | $1,117,511 | | $1,017,682 | | $3,339,218 | | $102,856 | | $6,912,692 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial & Industrial | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $646,576 | | $870,231 | | $510,026 | | $585,711 | | $298,513 | | $440,328 | | $1,193,282 | | $4,544,667 | ||||||||
| Watch | | | 7,534 | | | 32,031 | | | 33,905 | | | 66,109 | | | 11,600 | | | 22,769 | | | 73,184 | | | 247,132 |
| Special Mention | | | 1,122 | | | 19,025 | | | 22,301 | | | 17,486 | | | 4,677 | | | 7,976 | | | 104,892 | | | 177,479 |
| Substandard | | | 718 | | | 12,196 | | | 23,092 | | | 24,928 | | | 9,392 | | | 4,855 | | | 56,910 | | | 132,091 |
| Doubtful | | | 3 | | | 1,580 | | | — | | | 1,465 | | | — | | | — | | | 37,274 | | | 40,322 |
| Total Commercial & Industrial | | $655,953 | | $935,063 | | $589,324 | | $695,699 | | $324,182 | | $475,928 | | $1,465,542 | | $5,141,691 | ||||||||
| Current period gross write-off | | $— | | $— | | $(20) | | $(89) | | $— | | $(90) | | $(1,376) | | $(1,575) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Multifamily Real Estate | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $88,863 | | $71,030 | | $150,308 | | $455,292 | | $309,798 | | $653,059 | | $58,237 | | $1,786,587 | ||||||||
| Watch | | | — | | | — | | | — | | | 23,428 | | | 70,073 | | | 3,796 | | | 1,309 | | | 98,606 |
| Special Mention | | | — | | | 673 | | | — | | | 1,554 | | | 28,173 | | | 15,196 | | | — | | | 45,596 |
| Substandard | | | — | | | 727 | | | 14,120 | | | 36,414 | | | 25,740 | | | 75,769 | | | — | | | 152,770 |
| Total Multifamily Real Estate | | $88,863 | | $72,430 | | $164,428 | | $516,688 | | $433,784 | | $747,820 | | $59,546 | | $2,083,559 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential 1-4 Family – Commercial | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $56,648 | | $57,331 | | $90,626 | | $191,250 | | $164,061 | | $461,988 | | $3,493 | | $1,025,397 | ||||||||
| Watch | | | 525 | | | 1,400 | | | 757 | | | 4,785 | | | 933 | | | 17,472 | | | 2,709 | | | 28,581 |
| Special Mention | | | 34 | | | 358 | | | — | | | 23,510 | | | 18,449 | | | 13,543 | | | — | | | 55,894 |
| Substandard | | | 350 | | | 505 | | | — | | | 432 | | | 4,454 | | | 15,422 | | | 253 | | | 21,416 |
| Total Residential 1-4 Family – Commercial | | $57,557 | | $59,594 | | $91,383 | | $219,977 | | $187,897 | | $508,425 | | $6,455 | | $1,131,288 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $— | | $— | | $(37) | | $— | | $(37) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Other Commercial | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $122,642 | | $228,333 | | $184,743 | | $164,389 | | $178,632 | | $221,699 | | $258,241 | | $1,358,679 | ||||||||
| Watch | | | — | | | — | | | 129 | | | 17,466 | | | 840 | | | 10,521 | | | 11 | | | 28,967 |
| Special Mention | | | — | | | 348 | | | 79 | | | — | | | — | | | 6,261 | | | 2,000 | | | 8,688 |
| Substandard | | | — | | | — | | | 2,419 | | | 6,483 | | | 2,668 | | | 1,367 | | | 99 | | | 13,036 |
| Total Other Commercial | | $122,642 | | $228,681 | | $187,370 | | $188,338 | | $182,140 | | $239,848 | | $260,351 | | $1,409,370 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $— | | $— | | $(1,768) | | $— | | $(1,768) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Commercial | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $1,473,178 | | $2,464,936 | | $2,487,559 | | $3,265,101 | | $2,377,220 | | $6,726,425 | | $1,966,713 | | $20,761,132 | ||||||||
| Watch | | | 12,689 | | | 54,067 | | | 109,297 | | | 168,075 | | | 109,366 | | | 189,344 | | | 122,221 | | | 765,059 |
| Special Mention | | | 5,487 | | | 29,787 | | | 60,108 | | | 86,908 | | | 139,690 | | | 237,513 | | | 107,915 | | | 667,408 |
| Substandard | | | 1,496 | | | 40,563 | | | 67,405 | | | 163,284 | | | 96,702 | | | 336,108 | | | 123,509 | | | 829,067 |
| Doubtful | | | 3 | | | 1,580 | | | — | | | 1,465 | | | — | | | 134 | | | 37,274 | | | 40,456 |
| Total Commercial | | $1,492,853 | | $2,590,933 | | $2,724,369 | | $3,684,833 | | $2,722,978 | | $7,489,524 | | $2,357,632 | | $23,063,122 | ||||||||
| Total current period gross write-off | | $— | | $— | | $(20) | | $(89) | | $— | | $(1,897) | | $(1,376) | | $(3,382) | ||||||||
-26-
The table below details the amortized cost and gross write-offs of the classes of loans within the Commercial segment by risk level and year of origination as of December 31, (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · 2024 | ||||||||||||||||||||||||
| · · · Term Loans Amortized Cost Basis by Origination Year · · Revolving · · · | ||||||||||||||||||||||||
| · · 2024 · · 2023 · · 2022 · · 2021 · · 2020 · · Prior · · Loans · · Total | ||||||||||||||||||||||||
| Construction and Land Development | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $350,344 | | $630,033 | | $372,483 | | $120,851 | | $14,180 | | $46,671 | | $120,240 | | $1,654,802 | ||||||||
| Watch | | | 3 | | | 22,790 | | | 18,172 | | | 384 | | | — | | | 717 | | | — | | | 42,066 |
| Special Mention | | | 739 | | | 1,771 | | | 1,629 | | | 226 | | | 1,332 | | | 1,139 | | | — | | | 6,836 |
| Substandard | | | 162 | | | 80 | | | 22,237 | | | 745 | | | 1,467 | | | 2,713 | | | — | | | 27,404 |
| Total Construction and Land Development | | $351,248 | | $654,674 | | $414,521 | | $122,206 | | $16,979 | | $51,240 | | $120,240 | | $1,731,108 | ||||||||
| Current period gross write-off | | $— | | $— | | $(1,109) | | $— | | $— | | $— | | $— | | $(1,109) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| CRE – Owner Occupied | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $152,865 | | $243,842 | | $293,260 | | $262,430 | | $248,187 | | $1,014,962 | | $27,316 | | $2,242,862 | ||||||||
| Watch | | | 4,455 | | | 1,391 | | | 1,424 | | | 1,854 | | | 2,507 | | | 35,093 | | | 79 | | | 46,803 |
| Special Mention | | | 1,153 | | | 6,659 | | | 1,577 | | | 2,102 | | | 2,266 | | | 11,556 | | | 2,389 | | | 27,702 |
| Substandard | | | 24,722 | | | 1,188 | | | 1,921 | | | 352 | | | 2,433 | | | 21,996 | | | 140 | | | 52,752 |
| Total CRE – Owner Occupied | | $183,195 | | $253,080 | | $298,182 | | $266,738 | | $255,393 | | $1,083,607 | | $29,924 | | $2,370,119 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $— | | $— | | $(354) | | $— | | $(354) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| CRE – Non-Owner Occupied | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $349,991 | | $514,460 | | $692,155 | | $835,195 | | $381,544 | | $1,838,343 | | $40,741 | | $4,652,429 | ||||||||
| Watch | | | — | | | 150 | | | 7,465 | | | 11,855 | | | — | | | 70,113 | | | 13,013 | | | 102,596 |
| Special Mention | | | 384 | | | — | | | 18,342 | | | 883 | | | 7,387 | | | 47,286 | | | — | | | 74,282 |
| Substandard | | | — | | | 12,609 | | | — | | | 1,130 | | | 36,796 | | | 55,677 | | | 71 | | | 106,283 |
| Total CRE – Non-Owner Occupied | | $350,375 | | $527,219 | | $717,962 | | $849,063 | | $425,727 | | $2,011,419 | | $53,825 | | $4,935,590 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $— | | $(3,386) | | $— | | $— | | $(3,386) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial & Industrial | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $787,683 | | $593,676 | | $534,064 | | $300,348 | | $124,214 | | $227,352 | | $982,085 | | $3,549,422 | ||||||||
| Watch | | | 2,458 | | | 30,428 | | | 48,661 | | | 6,980 | | | 486 | | | 2,434 | | | 24,153 | | | 115,600 |
| Special Mention | | | 2,289 | | | 12,328 | | | 15,458 | | | 4,001 | | | 2,183 | | | 19,125 | | | 64,204 | | | 119,588 |
| Substandard | | | 9,214 | | | 2,340 | | | 3,423 | | | 4,139 | | | 472 | | | 1,327 | | | 29,839 | | | 50,754 |
| Doubtful | | | — | | | — | | | 1,598 | | | — | | | — | | | — | | | 27,733 | | | 29,331 |
| Total Commercial & Industrial | | $801,644 | | $638,772 | | $603,204 | | $315,468 | | $127,355 | | $250,238 | | $1,128,014 | | $3,864,695 | ||||||||
| Current period gross write-off | | $— | | $(42) | | $(1,081) | | $(145) | | $(147) | | $(928) | | $(1,187) | | $(3,530) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Multifamily Real Estate | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $80,345 | | $34,060 | | $259,493 | | $229,950 | | $205,699 | | $302,186 | | $35,706 | | $1,147,439 | ||||||||
| Watch | | | — | | | — | | | 1,719 | | | 73,780 | | | 129 | | | — | | | — | | | 75,628 |
| Special Mention | | | — | | | — | | | — | | | — | | | 250 | | | 1,185 | | | — | | | 1,435 |
| Substandard | | | — | | | 14,210 | | | — | | | — | | | — | | | 1,497 | | | — | | | 15,707 |
| Total Multifamily Real Estate | | $80,345 | | $48,270 | | $261,212 | | $303,730 | | $206,078 | | $304,868 | | $35,706 | | $1,240,209 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $— | | $— | | $— | | $— | | $— | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential 1-4 Family – Commercial | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $49,068 | | $66,307 | | $115,526 | | $108,751 | | $79,090 | | $250,273 | | $9,617 | | $678,632 | ||||||||
| Watch | | | 274 | | | 504 | | | 1,277 | | | 737 | | | 730 | | | 6,571 | | | 152 | | | 10,245 |
| Special Mention | | | — | | | — | | | 23,435 | | | 215 | | | 331 | | | 1,500 | | | — | | | 25,481 |
| Substandard | | | 517 | | | — | | | — | | | 229 | | | 588 | | | 3,480 | | | 253 | | | 5,067 |
| Total Residential 1-4 Family – Commercial | | $49,859 | | $66,811 | | $140,238 | | $109,932 | | $80,739 | | $261,824 | | $10,022 | | $719,425 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $— | | $(18) | | $— | | $— | | $(18) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Other Commercial | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $233,480 | | $196,703 | | $169,440 | | $157,815 | | $82,990 | | $161,984 | | $106,368 | | $1,108,780 | ||||||||
| Watch | | | — | | | 1,926 | | | 6,170 | | | 1,525 | | | 5,293 | | | 4,419 | | | — | | | 19,333 |
| Special Mention | | | — | | | 84 | | | 1,059 | | | 3,163 | | | — | | | 582 | | | — | | | 4,888 |
| Substandard | | | — | | | 1,060 | | | 3,272 | | | — | | | 30 | | | 2 | | | 99 | | | 4,463 |
| Total Other Commercial | | $233,480 | | $199,773 | | $179,941 | | $162,503 | | $88,313 | | $166,987 | | $106,467 | | $1,137,464 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $— | | $— | | $(3,492) | | $— | | $(3,492) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Commercial | | | | | | | | | | | | | | | | | | | | | | | | |
| Pass | | $2,003,776 | | $2,279,081 | | $2,436,421 | | $2,015,340 | | $1,135,904 | | $3,841,771 | | $1,322,073 | | $15,034,366 | ||||||||
| Watch | | | 7,190 | | | 57,189 | | | 84,888 | | | 97,115 | | | 9,145 | | | 119,347 | | | 37,397 | | | 412,271 |
| Special Mention | | | 4,565 | | | 20,842 | | | 61,500 | | | 10,590 | | | 13,749 | | | 82,373 | | | 66,593 | | | 260,212 |
| Substandard | | | 34,615 | | | 31,487 | | | 30,853 | | | 6,595 | | | 41,786 | | | 86,692 | | | 30,402 | | | 262,430 |
| Doubtful | | | — | | | — | | | 1,598 | | | — | | | — | | | — | | | 27,733 | | | 29,331 |
| Total Commercial | | $2,050,146 | | $2,388,599 | | $2,615,260 | | $2,129,640 | | $1,200,584 | | $4,130,183 | | $1,484,198 | | $15,998,610 | ||||||||
| Total current period gross write-off | | $— | | $(42) | | $(2,190) | | $(145) | | $(3,551) | | $(4,774) | | $(1,187) | | $(11,889) | ||||||||
-27-
Consumer Loans
For Consumer loans, the Company evaluates credit quality based on the delinquency status of the loan. The following table details the amortized cost and gross write-offs of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of June 30, (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · 2025 | ||||||||||||||||||||||||
| · · · Term Loans Amortized Cost Basis by Origination Year · · Revolving · · · | ||||||||||||||||||||||||
| · · 2025 · · 2024 · · 2023 · · 2022 · · 2021 · · Prior · · Loans · · Total | ||||||||||||||||||||||||
| Residential 1-4 Family – Consumer | | | | | | | | | | | | | | | | | | | | | | | | |
| Current | | $148,653 | | $188,702 | | $222,596 | | $710,204 | | $616,934 | | $814,286 | | $15,811 | | $2,717,186 | ||||||||
| 30-59 Days Past Due | | | — | | | 36 | | | 46 | | | 280 | | | 35 | | | 1,665 | | | 63 | | | 2,125 |
| 60-89 Days Past Due | | | 101 | | | — | | | 494 | | | 680 | | | 122 | | | 3,120 | | | 42 | | | 4,559 |
| 90+ Days Past Due | | | — | | | — | | | 128 | | | 194 | | | — | | | 1,165 | | | — | | | 1,487 |
| Nonaccrual | | | — | | | — | | | 692 | | | 3,777 | | | 2,670 | | | 13,550 | | | — | | | 20,689 |
| Total Residential 1-4 Family – Consumer | | $148,754 | | $188,738 | | $223,956 | | $715,135 | | $619,761 | | $833,786 | | $15,916 | | $2,746,046 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $(105) | | $— | | $(26) | | $— | | $(131) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential 1-4 Family – Revolving | | | | | | | | | | | | | | | | | | | | | | | | |
| Current | | $12,087 | | $14,468 | | $27,760 | | $43,324 | | $10,309 | | $9,329 | | $1,022,638 | | $1,139,915 | ||||||||
| 30-59 Days Past Due | | | — | | | — | | | 55 | | | 29 | | | 56 | | | 102 | | | 4,028 | | | 4,270 |
| 60-89 Days Past Due | | | — | | | — | | | — | | | 55 | | | — | | | 64 | | | 1,975 | | | 2,094 |
| 90+ Days Past Due | | | — | | | — | | | 274 | | | 128 | | | — | | | 47 | | | 2,011 | | | 2,460 |
| Nonaccrual | | | — | | | — | | | 302 | | | 154 | | | 36 | | | 933 | | | 3,921 | | | 5,346 |
| Total Residential 1-4 Family – Revolving | | $12,087 | | $14,468 | | $28,391 | | $43,690 | | $10,401 | | $10,475 | | $1,034,573 | | $1,154,085 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $— | | $— | | $— | | $(45) | | $(45) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Auto | | | | | | | | | | | | | | | | | | | | | | | | |
| Current | | $1,128 | | $2,236 | | $45,681 | | $115,075 | | $51,212 | | $25,093 | | $— | | $240,425 | ||||||||
| 30-59 Days Past Due | | | 82 | | | 2 | | | 549 | | | 1,673 | | | 876 | | | 553 | | | — | | | 3,735 |
| 60-89 Days Past Due | | | 1 | | | 1 | | | 199 | | | 243 | | | 175 | | | 99 | | | — | | | 718 |
| 90+ Days Past Due | | | — | | | — | | | 79 | | | 24 | | | 22 | | | 25 | | | — | | | 150 |
| Nonaccrual | | | — | | | — | | | 40 | | | 306 | | | 77 | | | 103 | | | — | | | 526 |
| Total Auto | | $1,211 | | $2,239 | | $46,548 | | $117,321 | | $52,362 | | $25,873 | | $— | | $245,554 | ||||||||
| Current period gross write-off | | $— | | $— | | $(135) | | $(632) | | $(156) | | $(92) | | $— | | $(1,015) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Consumer | | | | | | | | | | | | | | | | | | | | | | | | |
| Current | | $8,258 | | $11,403 | | $6,377 | | $8,760 | | $5,819 | | $30,560 | | $47,589 | | $118,766 | ||||||||
| 30-59 Days Past Due | | | 4 | | | 26 | | | 45 | | | 40 | | | — | | | 78 | | | 81 | | | 274 |
| 60-89 Days Past Due | | | 4 | | | 15 | | | 38 | | | 24 | | | 10 | | | 264 | | | 32 | | | 387 |
| 90+ Days Past Due | | | — | | | 38 | | | 7 | | | 11 | | | 20 | | | — | | | 3 | | | 79 |
| Nonaccrual | | | — | | | 4 | | | — | | | 10 | | | 6 | | | — | | | — | | | 20 |
| Total Consumer | | $8,266 | | $11,486 | | $6,467 | | $8,845 | | $5,855 | | $30,902 | | $47,705 | | $119,526 | ||||||||
| Current period gross write-off | | $(5) | | $(81) | | $(180) | | $(20) | | $(27) | | $(531) | | $(47) | | $(891) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Consumer | | | | | | | | | | | | | | | | | | | | | | | | |
| Current | | $170,126 | | $216,809 | | $302,414 | | $877,363 | | $684,274 | | $879,268 | | $1,086,038 | | $4,216,292 | ||||||||
| 30-59 Days Past Due | | | 86 | | | 64 | | | 695 | | | 2,022 | | | 967 | | | 2,398 | | | 4,172 | | | 10,404 |
| 60-89 Days Past Due | | | 106 | | | 16 | | | 731 | | | 1,002 | | | 307 | | | 3,547 | | | 2,049 | | | 7,758 |
| 90+ Days Past Due | | | — | | | 38 | | | 488 | | | 357 | | | 42 | | | 1,237 | | | 2,014 | | | 4,176 |
| Nonaccrual | | | — | | | 4 | | | 1,034 | | | 4,247 | | | 2,789 | | | 14,586 | | | 3,921 | | | 26,581 |
| Total Consumer | | $170,318 | | $216,931 | | $305,362 | | $884,991 | | $688,379 | | $901,036 | | $1,098,194 | | $4,265,211 | ||||||||
| Total current period gross write-off | | $(5) | | $(81) | | $(315) | | $(757) | | $(183) | | $(649) | | $(92) | | $(2,082) | ||||||||
-28-
The following table details the amortized cost and gross write-offs of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of December 31, (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · 2024 | ||||||||||||||||||||||||
| · · · Term Loans Amortized Cost Basis by Origination Year · · Revolving · · · | ||||||||||||||||||||||||
| · · 2024 · · 2023 · · 2022 · · 2021 · · 2020 · · Prior · · Loans · · Total | ||||||||||||||||||||||||
| Residential 1-4 Family – Consumer | | | | | | | | | | | | | | | | | | | | | | | | |
| Current | | $137,808 | | $171,237 | | $287,376 | | $277,653 | | $151,177 | | $241,203 | | $13 | | $1,266,467 | ||||||||
| 30-59 Days Past Due | | | 233 | | | 405 | | | 14 | | | 470 | | | 954 | | | 3,852 | | | — | | | 5,928 |
| 60-89 Days Past Due | | | — | | | 28 | | | 216 | | | 5,546 | | | — | | | 1,600 | | | — | | | 7,390 |
| 90+ Days Past Due | | | — | | | 150 | | | 94 | | | — | | | — | | | 1,063 | | | — | | | 1,307 |
| Nonaccrual | | | — | | | 505 | | | 2,953 | | | 1,109 | | | 207 | | | 7,951 | | | — | | | 12,725 |
| Total Residential 1-4 Family – Consumer | | $138,041 | | $172,325 | | $290,653 | | $284,778 | | $152,338 | | $255,669 | | $13 | | $1,293,817 | ||||||||
| Current period gross write-off | | $— | | $(76) | | $(3) | | $— | | $— | | $(142) | | $— | | $(221) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Residential 1-4 Family – Revolving | | | | | | | | | | | | | | | | | | | | | | | | |
| Current | | $17,522 | | $33,934 | | $45,558 | | $10,407 | | $3,578 | | $1,731 | | $634,744 | | $747,474 | ||||||||
| 30-59 Days Past Due | | | — | | | 11 | | | 81 | | | — | | | 30 | | | — | | | 1,702 | | | 1,824 |
| 60-89 Days Past Due | | | — | | | — | | | — | | | — | | | — | | | — | | | 2,110 | | | 2,110 |
| 90+ Days Past Due | | | — | | | 178 | | | 130 | | | — | | | — | | | — | | | 1,402 | | | 1,710 |
| Nonaccrual | | | — | | | 139 | | | 112 | | | — | | | 45 | | | — | | | 3,530 | | | 3,826 |
| Total Residential 1-4 Family – Revolving | | $17,522 | | $34,262 | | $45,881 | | $10,407 | | $3,653 | | $1,731 | | $643,488 | | $756,944 | ||||||||
| Current period gross write-off | | $— | | $— | | $— | | $(28) | | $— | | $— | | $(189) | | $(217) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Auto | | | | | | | | | | | | | | | | | | | | | | | | |
| Current | | $2,251 | | $55,170 | | $145,517 | | $68,282 | | $28,923 | | $11,211 | | $— | | $311,354 | ||||||||
| 30-59 Days Past Due | | | — | | | 507 | | | 1,571 | | | 1,053 | | | 218 | | | 266 | | | — | | | 3,615 |
| 60-89 Days Past Due | | | — | | | 97 | | | 233 | | | 87 | | | — | | | 39 | | | — | | | 456 |
| 90+ Days Past Due | | | — | | | 10 | | | 149 | | | 74 | | | 31 | | | 20 | | | — | | | 284 |
| Nonaccrual | | | — | | | 94 | | | 305 | | | 113 | | | 118 | | | 29 | | | — | | | 659 |
| Total Auto | | $2,251 | | $55,878 | | $147,775 | | $69,609 | | $29,290 | | $11,565 | | $— | | $316,368 | ||||||||
| Current period gross write-off | | $— | | $(243) | | $(835) | | $(335) | | $(82) | | $(75) | | $— | | $(1,570) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Consumer | | | | | | | | | | | | | | | | | | | | | | | | |
| Current | | $13,664 | | $7,932 | | $12,490 | | $6,998 | | $5,903 | | $27,967 | | $28,574 | | $103,528 | ||||||||
| 30-59 Days Past Due | | | 26 | | | 73 | | | 87 | | | 9 | | | 10 | | | 542 | | | 57 | | | 804 |
| 60-89 Days Past Due | | | 15 | | | 54 | | | 56 | | | 10 | | | 14 | | | 333 | | | 4 | | | 486 |
| 90+ Days Past Due | | | — | | | 4 | | | 31 | | | 3 | | | 4 | | | — | | | 2 | | | 44 |
| Nonaccrual | | | — | | | — | | | 13 | | | 7 | | | — | | | — | | | — | | | 20 |
| Total Consumer | | $13,705 | | $8,063 | | $12,677 | | $7,027 | | $5,931 | | $28,842 | | $28,637 | | $104,882 | ||||||||
| Current period gross write-off | | $(6) | | $(206) | | $(116) | | $(31) | | $(782) | | $(756) | | $(162) | | $(2,059) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Consumer | | | | | | | | | | | | | | | | | | | | | | | | |
| Current | | $171,245 | | $268,273 | | $490,941 | | $363,340 | | $189,581 | | $282,112 | | $663,331 | | $2,428,823 | ||||||||
| 30-59 Days Past Due | | | 259 | | | 996 | | | 1,753 | | | 1,532 | | | 1,212 | | | 4,660 | | | 1,759 | | | 12,171 |
| 60-89 Days Past Due | | | 15 | | | 179 | | | 505 | | | 5,643 | | | 14 | | | 1,972 | | | 2,114 | | | 10,442 |
| 90+ Days Past Due | | | — | | | 342 | | | 404 | | | 77 | | | 35 | | | 1,083 | | | 1,404 | | | 3,345 |
| Nonaccrual | | | — | | | 738 | | | 3,383 | | | 1,229 | | | 370 | | | 7,980 | | | 3,530 | | | 17,230 |
| Total Consumer | | $171,519 | | $270,528 | | $496,986 | | $371,821 | | $191,212 | | $297,807 | | $672,138 | | $2,472,011 | ||||||||
| Total current period gross write-off | | $(6) | | $(525) | | $(954) | | $(394) | | $(864) | | $(973) | | $(351) | | $(4,067) | ||||||||
As of June 30, 2025 and December 31, 2024, the Company didnot have any material revolving loans convert to term.
-29-
5. GOODWILL AND INTANGIBLE ASSETS
The Company’s intangible assets consist of core deposits, goodwill, and other intangibles arising from acquisitions. The Company has determined that its core deposit intangibles have finite lives and they are amortized over their estimated useful lives, which ranges from four years toten years, using an accelerated method. Other amortizable intangible assets are being amortized over the period of expected benefit, which ranges from five months to 16 years, using various methods. The Company concluded that there wasno impairment to goodwill or intangible assets as of the balance sheet date. In the normal course of business, the Company routinely monitors the impact of the changes in the financial markets and includes these assessments in the Company’s impairment process.
As a result of the Sandy Spring acquisition, the Company recorded initial goodwill totaling$496.9 million at April 1, 2025. As a result of the Company’s acquisition of American National on April 1, 2024, the Company recorded goodwill totaling$288.8 million. See Note 2 “Acquisitions” in Part I, Item I of this Quarterly Report for more information on the Sandy Spring and American National acquisitions.
The following table provides information on the significant components of goodwill and other acquired intangible assets as of the periods ended (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Gross · Additions: · · · Net | ||||||||||||
| · · Carrying · · Sandy Spring · · Accumulated · · Carrying | ||||||||||||
| · · Value · · Acquisition · · Amortization · · Value | ||||||||||||
| June 30, 2025 · · · · | ||||||||||||
| Goodwill | | $1,214,053 | | $496,859 | | $— | | $1,710,912 | ||||
| CDIs | | | 159,901 | | | 243,351 | | | (106,502) | | | 296,750 |
| Other amortizable intangibles | | | 14,254 | | | 47,299 | | | (6,922) | | | 54,631 |
| | | | | | | | | | | | | |
| | | Gross | Additions: | | | Net | ||||||
| | | Carrying | | American National | | Accumulated | | Carrying | ||||
| | | Value | | Acquisition | | Amortization | | Value | ||||
| December 31, 2024 | | | | | ||||||||
| Goodwill | | $925,211 | | $288,842 | | $— | | $1,214,053 | ||||
| CDIs | | | 85,491 | | | 74,410 | | | (85,768) | | | 74,133 |
| Other amortizable intangibles | | 3,977 | | | 10,277 | | | (3,824) | | | 10,430 | |
The following table presents the Company’s goodwill and intangible assets by operating segment as of the periods ended (dollars in thousands):
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| | | Wholesale Banking | | Consumer Banking | | Corporate Other | | Total |
| June 30, 2025 · · · · · | ||||||||
| Goodwill (1) (3) | | $1,237,585 | | $473,327 | | $— | | $1,710,912 |
| Intangible Assets (2) (4) | | 53,159 | | 697 | | 297,525 | | 351,381 |
| December 31, 2024 | | | | | ||||
| Goodwill (3) | | $850,035 | | $364,018 | | $— | | $1,214,053 |
| Intangible Assets (4) | | 8,714 | | 778 | | 75,071 | | 84,563 |
| (1) | Wholesale Banking and Consumer Banking includes gross carrying values of $387.6 million and $109.3 million, respectively, related to goodwill from the Sandy Spring acquisition. Refer to Note 2 “Acquisitions” for more information. |
| (2) | Wholesale Banking and Corporate Other includes gross carrying values of $46.3 million and $244.4 million, respectively, related to intangible assets from the Sandy Spring acquisition. Refer to Note 2 “Acquisitions” for more information. |
| (3) | Wholesale Banking and Consumer Banking includes gross carrying values of $210.8 million and $78.0 million, respectively, related to the American National acquisition. Refer to Note 2 “Acquisitions” for more information. |
| (4) | Wholesale Banking and Corporate Other includes gross carrying values of $8.4 million and $76.3 million, respectively, related to the American National acquisition. Refer to Note 2 “Acquisitions” for more information. |
-30-
Amortization expense of intangibles for the three months ended June 30, 2025 and 2024 totaled$18.4 million and$6.0 million, respectively, and totaled$23.8 million and$7.9 million, respectively, for the six months ended June 30, 2025 and 2024. As of June 30, 2025, the estimated remaining amortization expense of intangibles is as follows for the years ending (dollars in thousands):
| | | | |
|---|---|---|---|
| For the remaining six months of 2025 | $35,836 | ||
| 2026 | | | 60,282 |
| 2027 | | | 50,407 |
| 2028 | | | 41,936 |
| 2029 | | | 35,235 |
| Thereafter | | | 127,685 |
| Total estimated amortization expense | | $351,381 | |
6. LEASES
Lessor Arrangements
The Company’s lessor arrangements consist of sales-type and direct financing leases for equipment, including vehicles and machinery, with terms ranging from 11 months to 122 months. At June 30, 2025 and December 31, 2024, the carrying value of residual assets covered by residual value guarantees and residual value insurance was$110.9 million and$102.6 million, respectively.
Total net investment in sales-type and direct financing leases are included in “Loans held for investment, net of deferred fees and costs” on the Company’s Consolidated Balance Sheets and consisted of the following as of the periods ended (dollars in thousands):
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · June 30, 2025 · · · December 31, 2024 | |||||||
| Sales-type and direct financing leases: | | | | | | | |
| Lease receivables, net of unearned income and deferred selling profit | | $533,895 | | | $529,657 | ||
| Unguaranteed residual values, net of unearned income and deferred selling profit | | | 37,881 | | | | 34,546 |
| Total net investment in sales-type and direct financing leases | $571,776 | | | $564,203 | |||
Lessee Arrangements
The Company’s lessee arrangements consist of operating and finance leases; however, the majority of the leases have been classified as non-cancellable operating leases and are primarily for real estate leases with remaining lease terms of up to 15 years.
The tables below provide information about the Company’s lessee lease portfolio and other supplemental lease information for the following periods ended (dollars in thousands):
| | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · June 30, 2025 · · · · December 31, 2024 · | |||||||||||||||||
| · · Operating · · · Finance · · · · Operating · · · Finance · | |||||||||||||||||
| ROU assets | | $111,487 | | | $3,291 | | | | $74,782 | | | $3,751 | | ||||
| Lease liabilities | | | 124,973 | | | | 5,109 | | | | | 79,642 | | | | 5,769 | |
| Lease Term and Discount Rate of Operating leases: | | | | | | | | | | | | | | | | | |
| Weighted-average remaining lease term (years) | | 8.23 | | | | 3.58 | | | | | 10.96 | | | | 4.08 | | |
| Weighted-average discount rate (1) | | 5.61% | | | 1.17% | | | | 6.24% | | | 1.17% | |||||
(1)* A lease implicit rate or an incremental borrowing rate is used based on information available at commencement date of lease or at remeasurement date.*
-31-
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Six months ended June 30, | ||||||
| | 2025 | | 2024 | |||
| Cash paid for amounts included in measurement of lease liabilities: | | | | | | |
| Operating Cash Flows from Finance Leases | | $31 | | $39 | ||
| Operating Cash Flows from Operating Leases | | | 10,198 | | | 7,084 |
| Financing Cash Flows from Finance Leases | | | 660 | | | 636 |
| ROU assets obtained in exchange for lease obligations: | | | | | | |
| Operating leases | | $11,107 | | $2,662 | ||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended June 30, · · Six months ended June 30, | ||||||||||||
| | | | 2025 | | | 2024 | | | 2025 | | | 2024 |
| Net Operating Lease Cost | | $5,860 | | $3,438 | $9,348 | | $6,546 | |||||
| Finance Lease Cost: | | | | | | | | | | | | |
| Amortization of right-of-use assets | | | 230 | | | 230 | | | 459 | | | 459 |
| Interest on lease liabilities | | | 15 | | | 19 | | 31 | | | 39 | |
| Total Lease Cost | | $6,105 | | $3,687 | | $9,838 | | $7,044 | ||||
The maturities of lessor and lessee arrangements outstanding as of June 30, 2025 are presented in the table below for the years ending (dollars in thousands):
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · June 30, 2025 | |||||||||
| · · Lessor · · Lessee | |||||||||
| · · · Sales-type and Direct Financing · · Operating · · Finance | |||||||||
| For the remaining six months of 2025 | | $72,449 | | $12,982 | | $701 | |||
| 2026 | | 133,803 | | | 25,079 | | | 1,427 | |
| 2027 | | 136,999 | | | 23,356 | | | 1,462 | |
| 2028 | | 102,528 | | | 20,696 | | | 1,499 | |
| 2029 | | | 74,478 | | | 15,236 | | | 127 |
| Thereafter | | 99,860 | | | 66,351 | | | — | |
| Total undiscounted cash flows | | 620,117 | | | 163,700 | | | 5,216 | |
| Less: Adjustments (1) | | 86,222 | | | 38,727 | | | 107 | |
| Total (2) | | $533,895 | | $124,973 | | $5,109 | |||
(1)* Lessor – unearned income and unearned guaranteed residual value; Lessee – imputed interest.*
(2)* Represents* lease receivables for lessor arrangements and lease liabilities for lessee arrangements*.*
-32-
7. BORROWINGS
*Short-term Borrowings
*The Company classifies all borrowings that will mature within a year from the date on which the Company enters into them as short-term borrowings. Total short-term borrowings consist primarily of securities sold under agreements to repurchase, which are secured transactions with customers and generally mature the day following the date sold, advances from the FHLB, federal funds purchased (which are secured overnight borrowings from other financial institutions), and other lines of credit.
Total short-term borrowings consisted of the following as of the periods ended (dollars in thousands):
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | | June 30, | | | December 31, | |
| · · 2025 · · 2024 | |||||||
| Securities sold under agreements to repurchase | | $127,351 | | $56,275 | | ||
| FHLB Advances | | — | | 60,000 | | ||
| Total short-term borrowings | | $127,351 | | $116,275 | | ||
| | | | | | | | |
| Average outstanding balance during the period | | $236,865 | | $445,339 | | ||
| Average interest rate during the period | | 3.80% | 5.22% | ||||
| Average interest rate at end of period | | 3.86% | 3.34% | ||||
The Company maintains federal funds lines with several correspondent banks; the available balance was$1.2 billion at June 30, 2025 and$597.0 million at December 31, 2024. The Company also maintains an alternate line of credit at a correspondent bank, and the available balance was$25.0 million at both June 30, 2025 and December 31, 2024. Additionally, the Company had a collateral dependent line of credit with the FHLB of up to$7.4 billion at both June 30, 2025 and December 31, 2024. At both June 30, 2025 and December 31, 2024, the Company’s secured line of credit capacity totaled$5.4 billion and$2.8 billion, respectively, of which$5.2 billion and$2.4 billion were available at June 30, 2025 and December 31, 2024, respectively. The Company’s borrowing capacity with the Federal Reserve Discount Window totaled$3.5 billion and$3.0 billion, none of which was used at June 30, 2025 and December 31, 2024, respectively.
Refer to Note 8 “Commitments and Contingencies” for additional information on the Company’s pledged collateral. The Company has certain restrictive covenants related to certain asset quality, capital, and profitability metrics associated with these lines and was in compliance with these covenants as of June 30, 2025 and December 31, 2024.
-33-
*Long-term Borrowings
In connection with the Sandy Spring acquisition, the Company assumed subordinated debt with a principal balance of$358.0 million during the second quarter of 2025. Refer to the table below for contractual rates and maturity terms. Total long-term borrowings consisted of the following as of June 30, 2025 (dollars in thousands):
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · Spread to · · · · · · · | ||||||||||||||
| · · Principal · · · 3-Month SOFR · · Rate (3) · · Maturity · · Investment (4) | ||||||||||||||
| Trust Preferred Capital Securities (6) | | | | | | | | | | | | | | |
| Trust Preferred Capital Note – Statutory Trust I | | $22,500 | | | 2.75 | % (1) | | 7.30% | 6/17/2034 | | $696 | |||
| Trust Preferred Capital Note – Statutory Trust II | | 36,000 | | 1.40 | % (1) | | 5.95% | 6/15/2036 | | 1,114 | ||||
| VFG Limited Liability Trust I Indenture | | 20,000 | | 2.73 | % (1) | | 7.28% | 3/18/2034 | | 619 | ||||
| FNB Statutory Trust II Indenture | | 12,000 | | 3.10 | % (1) | | 7.65% | 6/26/2033 | | 372 | ||||
| Gateway Capital Statutory Trust I | | 8,000 | | 3.10 | % (1) | | 7.65% | 9/17/2033 | | 248 | ||||
| Gateway Capital Statutory Trust II | | 7,000 | | 2.65 | % (1) | | 7.20% | 6/17/2034 | | 217 | ||||
| Gateway Capital Statutory Trust III | | 15,000 | | 1.50 | % (1) | | 6.05% | 5/30/2036 | | 464 | ||||
| Gateway Capital Statutory Trust IV | | 25,000 | | 1.55 | % (1) | | 6.10% | 7/30/2037 | | 774 | ||||
| MFC Capital Trust II | | 5,000 | | 2.85 | % (1) | | 7.40% | 1/23/2034 | | 155 | ||||
| AMNB Statutory Trust I (5) | | | 20,000 | | | 1.35 | % (1) | | 5.90% | 6/30/2036 | | | 619 | |
| MidCarolina Trust I (5) | | | 5,000 | | | 3.45 | % (2) | | 7.74% | 11/7/2032 | | | 155 | |
| MidCarolina Trust II (5) | | | 3,500 | | | 2.95 | % (2) | | 7.24% | 1/7/2034 | | | 109 | |
| Total Trust Preferred Capital Securities | | $179,000 | | | | $5,542 | ||||||||
| Subordinated Debt (6) | | | | | | | | | | | | | | |
| 2031 Subordinated Debt (7) | | $250,000 | | | —% | | 2.88% | 12/15/2031 | | | | |||
| 2032 Subordinated Debt (8) | | | 190,000 | | | —% | | 3.88% | 3/30/2032 | | | | ||
| 2029 Subordinated Debt (9) | | | 168,000 | | | 2.62 | % (1) | | 7.17% | 11/15/2029 | | | | |
| Total Subordinated Debt | | $608,000 | | | | | | | | | | | | |
| Fair Value Discount (10) | | | (27,126) | | | | | | | | | | | |
| Investment in Trust Preferred Capital Securities | | | 5,542 | | | | | | | | | | | |
| Total Long-term Borrowings | | $765,416 | | | | | | | | | | | | |
(1) Three-Month Chicago Mercantile Exchange Secured Overnight Financing Rate (“SOFR”) +0.262%.
(2) Three-Month Chicago Mercantile Exchange SOFR.
(3) Rate as of June 30, 2025. Calculated using non-rounded numbers.
(4)* Represents the junior subordinated debentures owned by the Company in trust and is reported in “Other assets” on the Company’s Consolidated Balance Sheets*.
(5) Acquired in the American National acquisition and adjusted to fair value at the time of acquisition.
(6) Trust Preferred Capital Securities and Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.
(7) Fixed-to-floating rate notes. On December 15, 2026, the interest rate changes to a floating rate of the then current Three-Month Term SOFR plus a spread of186 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after December 15, 2026.
(8) Fixed-to-floating rate notes acquired in the Sandy Spring acquisition. On March 30, 2027, the interest rate changes to a floating rate equal to the then current Three-Month Term SOFR plus a spread of196.5 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after March 30, 2027.
(9) Fixed-to-floating rate notes acquired in the Sandy Spring acquisition. On November 15, 2024, the interest rate changed to a floating rate equal to the then current Three-Month Term SOFR plus a spread of262 bps and a26 bps spread adjustment through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after November 15, 2024.
(10) Remaining discounts of*$13.5** million and**$13.6** million on Trust Preferred Capital Securities and Subordinated Debt, respectively.*
-34-
Total long-term borrowings consisted of the following as of December 31, 2024 (dollars in thousands):
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · Spread to · · · · · · · | |||||||||||||
| · · Principal · · 3-Month SOFR · · Rate (3) · · Maturity · · Investment (4) | |||||||||||||
| Trust Preferred Capital Securities (6) | | | | | | | | | | | | | |
| Trust Preferred Capital Note – Statutory Trust I | | $22,500 | | 2.75 | % (1) | | 7.32% | 6/17/2034 | | $696 | |||
| Trust Preferred Capital Note – Statutory Trust II | | 36,000 | 1.40 | % (1) | | 5.97% | 6/15/2036 | | 1,114 | ||||
| VFG Limited Liability Trust I Indenture | | 20,000 | 2.73 | % (1) | | 7.30% | 3/18/2034 | | 619 | ||||
| FNB Statutory Trust II Indenture | | 12,000 | 3.10 | % (1) | | 7.67% | 6/26/2033 | | 372 | ||||
| Gateway Capital Statutory Trust I | | 8,000 | 3.10 | % (1) | | 7.67% | 9/17/2033 | | 248 | ||||
| Gateway Capital Statutory Trust II | | 7,000 | 2.65 | % (1) | | 7.22% | 6/17/2034 | | 217 | ||||
| Gateway Capital Statutory Trust III | | 15,000 | 1.50 | % (1) | | 6.07% | 5/30/2036 | | 464 | ||||
| Gateway Capital Statutory Trust IV | | 25,000 | 1.55 | % (1) | | 6.12% | 7/30/2037 | | 774 | ||||
| MFC Capital Trust II | | 5,000 | 2.85 | % (1) | | 7.42% | 1/23/2034 | | 155 | ||||
| AMNB Statutory Trust I (5) | | | 20,000 | | 1.35 | % (1) | | 5.92% | 6/30/2036 | | | 619 | |
| MidCarolina Trust I (5) | | | 5,000 | | 3.45 | % (2) | | 7.76% | 11/7/2032 | | | 155 | |
| MidCarolina Trust II (5) | | | 3,500 | | 2.95 | % (2) | | 7.26% | 1/7/2034 | | | 109 | |
| Total Trust Preferred Capital Securities | | $179,000 | | | $5,542 | ||||||||
| Subordinated Debt (6) | | | | | | | | | | | | | |
| 2031 Subordinated Debt | | | 250,000 | | —% | | 2.875% | 12/15/2031 | | | | ||
| Total Subordinated Debt (7) | | $250,000 | | | | | | | | | | | |
| Fair Value Discount (8) | | | (16,239) | | | | | | | | | | |
| Investment in Trust Preferred Capital Securities | | | 5,542 | | | | | | | | | | |
| Total Long-term Borrowings | | $418,303 | | | | | | | | | | | |
(1) Three-Month Chicago Mercantile Exchange* SOFR** +0.262%.*
(2)* Three-Month Chicago Mercantile Exchange SOFR.*
(3)* Rate as of December 31, 2024. Calculated using non-rounded numbers.*
(4)* Represents the junior subordinated debentures owned by the Company in trust and is reported in “Other assets” on the Company’s Consolidated Balance Sheets.*
(5) Acquired in the American National acquisition and adjusted to fair value at the time of acquisition.
(6)* Trust Preferred Capital Securities and Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.*
(7)* Fixed-to-floating rate notes. On December 15, 2026, the interest changes to a floating rate of the then current Three-Month Term SOFR plus a spread of186 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after December 15, 2026.*
(8)* Remaining discounts of**$14.0** million and**$2.2** million on Trust Preferred Capital Securities and Subordinated Debt, respectively.*
As of June 30, 2025, the scheduled maturities of long-term debt are as follows for the years ending (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Trust · · · | ||||||||||||
| · Preferred · · · Total | ||||||||||||
| · Capital · Subordinated · Fair Value · Long-term | ||||||||||||
| · Notes · Debt · Discount (1) · Borrowings | ||||||||||||
| For the remaining six months of 2025 | | $— | | $— | | $(6,444) | | (6,444) | ||||
| 2026 | | — | | — | | (5,165) | | (5,165) | ||||
| 2027 | | — | | — | | (2,485) | | (2,485) | ||||
| 2028 | | | — | | | — | | | (2,309) | | (2,309) | |
| 2029 | | | — | | | 168,000 | | | (2,198) | | | 165,802 |
| Thereafter | | 184,542 | | 440,000 | | (8,525) | | 616,017 | ||||
| Total long-term borrowings | | $184,542 | | $608,000 | | $(27,126) | | $765,416 | ||||
(1)* Includes discount on Trust Preferred Capital Securities and Subordinated Debt.*
-35-
8. COMMITMENTS AND CONTINGENCIES
*Litigation and Regulatory Matters
In the ordinary course of its operations, the Company and its subsidiaries are subject to loss contingencies related to legal and regulatory proceedings. The Company establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. When applicable, the Company estimates loss contingencies and whether there is an accruable probable loss. When the Company is able to estimate such losses and when it is reasonably possible that the Company could incur losses in excess of the amounts accrued, the Company discloses the aggregate estimation of such possible losses.
As previously disclosed, on February 9, 2022, pursuant to the Consumer Financial Protection Bureau’s (“CFPB”) Notice and Opportunity to Respond and Advise process, the CFPB Office of Enforcement notified the Bank that it was considering recommending that the CFPB take legal action against the Bank in connection with alleged violations of Regulation E, 12 C.F.R. § 1005.17, and the Consumer Financial Protection Act, 12 U.S.C. §§ 5531 and 5536, in connection with the Bank’s overdraft practices and policies. In March 2023, the CFPB commenced settlement discussions with the Company to resolve the matter, and on December 7, 2023, the Bank entered into a Consent Order with the CFPB to resolve the matter.
As of June 30, 2025, the Company has maintained a probable and estimable liability in connection with this matter.
*Financial Instruments with Off-Balance Sheet Risk
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized on the Company’s Consolidated Balance Sheets. The contractual amounts of these instruments reflect the extent of the Company’s involvement in particular classes of financial instruments.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless noted otherwise, the Company does not require collateral or other security to support off-balance sheet instruments with credit risk. The Company considers credit losses related to off-balance sheet commitments by undergoing a similar process in evaluating losses for loans that are carried on the balance sheet. The Company considers historical loss and funding information, current and future economic conditions, risk ratings, and past due status among other factors in the consideration of expected credit losses in the Company’s off-balance sheet commitments to extend credit.
The Company also records an indemnification reserve based on historical statistics and loss rates related to mortgage loans previously sold, included in “Other Liabilities” on the Company’s Consolidated Balance Sheets. At June 30, 2025 and December 31, 2024, the Company’s reserve for unfunded commitments and indemnification reserve totaled$27.3 million and$15.3 million, respectively.
Commitments to extend credit are agreements to lend to customers as long as there are no violations of any conditions established in the contracts. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements.
Letters of credit are conditional commitments issued by the Company to guarantee the performance of customers to third parties. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.
-36-
The following table presents the balances of commitments and contingencies as of the periods ended (dollars in thousands):
| · · · · · · | ||||
|---|---|---|---|---|
| · June 30, 2025 · December 31, 2024 | ||||
| Commitments with off-balance sheet risk: · · | ||||
| Commitments to extend credit(1) | | $9,483,098 | | $5,987,562 |
| Letters of credit | | 226,035 | | 145,985 |
| Total commitments with off-balance sheet risk | | $9,709,133 | | $6,133,547 |
(1)* Includes unfunded overdraft protection*.
As of June 30, 2025, the Company had approximately$141.8 million in deposits in other financial institutions of which$100.2 million served as collateral for cash flow, fair value and loan swap derivatives. As of December 31, 2024, the Company had approximately$184.6 million in deposits in other financial institutions of which$134.7 million served as collateral for cash flow, fair value and loan swap derivatives. The Company had approximately$38.5 million and$47.2 million, respectively, in deposits in other financial institutions that were uninsured at June 30, 2025 and December 31, 2024. At least annually, the Company’s management evaluates the loss risk of its uninsured deposits in financial counterparties.
For asset/liability management purposes, the Company uses interest rate contracts to hedge various exposures or to modify the interest rate characteristics of various balance sheet accounts. For the over-the-counter derivatives cleared with the central clearinghouses, the variation margin is treated as a settlement of the related derivatives fair values. Refer to Note 9 “Derivatives” within this Item 1 of this Quarterly Report for additional information.
As part of the Company’s liquidity management strategy, the Company pledges collateral to secure various financing and other activities that occur during the normal course of business. The Company has recently increased its borrowing capacity at the FHLB and FRB since secured borrowing facilities provide the most reliable sources of funding, especially during times of market turbulence and financial distress. The following tables present the types of collateral pledged as of the periods ended (dollars in thousands):
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Pledged Assets as of June 30, 2025 · · · | |||||||||||||||
| · · · AFS · HTM · · · · | |||||||||||||||
| · · Cash · · Securities (1) · · Securities (1) · · Loans (2) · · Total | |||||||||||||||
| Public deposits | | $— | | $978,585 | | $593,439 | | $— | | $1,572,024 | |||||
| Repurchase agreements | | — | | 158,384 | | — | | — | | 158,384 | |||||
| FHLB advances | | — | | 553,208 | | 9,498 | | 8,451,081 | | 9,013,787 | |||||
| Derivatives | | 100,203 | | 63,653 | | — | | — | | 163,856 | |||||
| Federal Reserve Discount Window | | | — | | | — | | | — | | | 4,970,761 | | | 4,970,761 |
| Other purposes | | — | | | 42,836 | | | — | | | — | | | 42,836 | |
| Total pledged assets | | $100,203 | | $1,796,666 | | $602,937 | | $13,421,842 | | $15,921,648 | |||||
(1)* Balance represents market value.*
(2)* Balance represents book value.*
-37-
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Pledged Assets as of December 31, 2024 · · · | |||||||||||||||
| · · · AFS · HTM · · · · | |||||||||||||||
| · · Cash · · Securities (1) · · Securities (1) · · Loans (2) · · Total | |||||||||||||||
| Public deposits | | $— | | $771,486 | | $601,421 | | $— | | $1,372,907 | |||||
| Repurchase agreements | | — | | 93,667 | | — | | — | | 93,667 | |||||
| FHLB advances | | — | | 579,947 | | 9,417 | | 4,089,049 | | 4,678,413 | |||||
| Derivatives | | 134,668 | | 62,199 | | — | | — | | 196,867 | |||||
| Federal Reserve Discount Window | | | — | | | — | | | — | | | 4,358,701 | | | 4,358,701 |
| Other purposes | | — | | | 18,713 | | | — | | | — | | | 18,713 | |
| Total pledged assets | | $134,668 | | $1,526,012 | | $610,838 | | $8,447,750 | | $10,719,268 | |||||
(1)* Balance represents market value.*
(2)* Balance represents book value**.*
9**. DERIVATIVES**
The Companyhas cash flow and fair value hedges that are derivatives designated as accounting hedges. The Company also has derivatives not designated as accounting hedges that include foreign exchange contracts, interest rate contracts, and Risk Participation Agreements. The Company’s mortgage banking derivatives do not have a material impact to the Company and are not included within the derivatives disclosures noted below.
The following table summarizes key elements of the Company’s derivative instruments as of the periods ended, segregated by derivatives that are considered accounting hedges and those that are not (dollars in thousands):
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · June 30, 2025 · December 31, 2024 | ||||||||||||||||||
| · · · · · Derivative (2) · · · · · Derivative (2) | ||||||||||||||||||
| · Notional or · · · · · Notional or · · · · | ||||||||||||||||||
| · · Contractual · · · · · · · · Contractual · · · · · · | ||||||||||||||||||
| · · Amount (1) · · Assets · · Liabilities · · Amount (1) · · Assets · · Liabilities | ||||||||||||||||||
| Derivatives designated as accounting hedges: | | | | | | | | | | | | | | | | | | |
| Interest rate contracts: (3) · · · · · · · · · | ||||||||||||||||||
| Cash flow hedges | | $900,000 | | $1,266 | | $1,532 | | $900,000 | | $— | | $6,467 | ||||||
| Fair value hedges: | | | | | | | | | | | | | ||||||
| Loans | | | 70,257 | | | 898 | | | — | | | 72,807 | | | 1,469 | | | — |
| Securities | | | 50,000 | | | 606 | | | — | | | 50,000 | | | 1,157 | | | — |
| Derivatives not designated as accounting hedges: | | | | | | | | | | | | | | | | | | |
| Interest rate contracts (3)(4) | | 8,511,903 | | 106,793 | | 173,678 | | 7,529,494 | | 94,772 | | 192,683 | ||||||
| Foreign exchange contracts | | | 16,421 | | | 110 | | | 1,849 | | | 12,449 | | | 47 | | | 398 |
| | | | | | | | | | | | | | | | | | | |
| Cash collateral (received)/pledged (5) | | $— | | $(15,632) | | $— | | $— | | $(15,685) | | $— | ||||||
(1)Notional amounts are not recorded on the Company’s Consolidated Balance Sheets and are generally used only as a basis on which interest and other payments are determined.
(2)Balances represent fair value of derivative financial instruments.
(3)The Company’s cleared derivatives are classified as a single-unit of accounting, resulting in the fair value of the designated swap being reduced by the variation margin, which is treated as settlement of the related derivatives fair value for accounting purposes and is reported on a net basis.
(4)* Includes Risk Participation Agreements.*
(5)The fair value of derivative assets and liabilities is presented on a gross basis. The Company has not applied collateral netting; as such the amounts of cash collateral received or pledged are not offset against the derivative assets and derivative liabilities in the Consolidated Balance Sheets. Cash collateral received or pledged are included in “Interest-bearing deposits in other banks” on the Company’s Consolidated Balance Sheets.
-38-
The following table summarizes the carrying value of the Company’s hedged assets in fair value hedges and the associated cumulative basis adjustments included in those carrying values as of the periods ended (dollars in thousands):
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · June 30, 2025 · · December 31, 2024 | ||||||||
| · · · Cumulative · · Cumulative | ||||||||
| · · · · · Amount of Basis · · · · Amount of Basis | ||||||||
| · · · · · Adjustments · · · · Adjustments | ||||||||
| · · · · · Included in the · · · · Included in the | ||||||||
| | | Carrying Amount | | Carrying | | Carrying Amount | | Carrying |
| | | of Hedged | | Amount of the | | of Hedged | | Amount of the |
| | | Assets/(Liabilities) | | Hedged | | Assets/(Liabilities) | | Hedged |
| · · Amount (1) · Assets/(Liabilities) · · Amount (1) · Assets/(Liabilities) | ||||||||
| Line items on the Consolidated Balance Sheets in which the hedged item is included: · · · · | ||||||||
| Securities available-for-sale (1) (2) | | $71,113 | | $(595) | | $73,603 | | $(1,150) |
| Loans (3) | | 70,257 | | (8,264) | | 72,807 | | (10,063) |
(1)These amounts include the amortized cost basis of the investment securities designated in hedging relationships for which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. The amount of the designated hedged item at June 30, 2025 and December 31, 2024 totaled*$50** million.*
(2)Carrying value represents amortized cost.
(3) The fair value of the swaps associated with the derivative related to hedged items at June 30, 2025 and December 31, 2024 was an unrealized gain of*$8.4** million and**$10.2** million, respectively.*
10**. STOCKHOLDERS’ EQUITY**
Forward Sale Agreements
On October 21, 2024, in connection with the execution of the Sandy Spring merger agreement, the Company entered into an initial forward sale agreement with Morgan Stanley & Co. LLC (the “Forward Purchaser”) relating to an aggregate of 9,859,155 shares of the Company’s common stock. On October 21, 2024, the Company priced the public offering of shares of the Company’s common stock in connection with such forward sale agreement and entered into an underwriting agreement with Morgan Stanley & Co. LLC, as representative for the underwriters named therein, the Forward Purchaser and Morgan Stanley & Co. LLC as forward seller (the “Forward Seller”), relating to the registered public offering and sale of 9,859,155 shares of the Company’s common stock at a public offering price of$35.50 per share (before underwriting discounts and commissions). The underwriters were granted a 30-day option to purchase up to an additional 1,478,873 shares of the Company’s common stock. On October 21, 2024, the underwriters exercised in full their option to purchase the additional 1,478,873 shares of the Company’s common stock pursuant to the underwriting agreement and, in connection therewith, the Company entered into an additional forward sale agreement with the Forward Purchaser relating to 1,478,873 shares of the Company’s common stock, on terms substantially similar to those contained in the initial forward sale agreement (such additional forward sale agreement together with the initial forward sale agreement, the “Forward Sale Agreements”).
On April 1, 2025, the Company physically settled in full the Forward Sale Agreements by delivering 11,338,028 shares of the Company’s common stock to the Forward Purchaser. The Company received net proceeds from such sale of shares of the Company’s common stock and full physical settlement of the Forward Sale Agreements, before expenses, of approximately$385.0 million.
-39-
*Share Repurchase Programs
The Company’s share repurchase program activity is dependent on management’s determination of its capital deployment needs, subject to market, economic, and regulatory conditions. Authorized repurchase programs allow the Company to repurchase its common stock through either open market transactions or privately negotiated transactions. During the quarters ended June 30, 2025 and 2024, there wereno active share repurchase programs.
*Series A Preferred Stock
On June 9, 2020, the Company issued and sold 6,900,000 depositary shares, each representing a 1/400th ownership interest in a share of its Series A preferred stock, with a liquidation preference of$10,000 per share of Series A preferred stock (equivalent to$25 per depositary share), including 900,000 depositary shares pursuant to the exercise in full by the underwriters of their option to purchase additional depositary shares.
Accumulated Other Comprehensive Income (Loss)**
The change in AOCI for the three and six months ended June 30, 2025 is summarized as follows, net of tax (dollars in thousands):
| · · · · · · · · · · · · · · · | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · Unrealized Gains · · · · · · · | |||||||||||||
| · · · · · (Losses) · · · · · · · · · | |||||||||||||
| · · Unrealized · · for AFS · · · · · Unrealized · · · | |||||||||||||
| · · Gains (Losses) · · Securities · · Change in Fair · · Gains · · · | |||||||||||||
| · · on AFS · · Transferred to · · Value of Cash · · (Losses) on · · · | |||||||||||||
| · · Securities · · HTM · · Flow Hedge · · BOLI · · Total | |||||||||||||
| AOCI (loss) – March 31, 2025 | | $(301,307) | | $— | | $(32,742) | | $334 | | $(333,715) | |||
| Other comprehensive (loss) income: | | | | | | | | | | | | | |
| Other comprehensive income before reclassification | | 6,946 | | | — | | | 6,202 | | | — | | 13,148 |
| Amounts reclassified from AOCI into earnings | | (12) | | | — | | | — | | | (207) | | (219) |
| Net current period other comprehensive income (loss) | | 6,934 | | — | | 6,202 | | (207) | | 12,929 | |||
| AOCI (loss) – June 30, 2025 | | $(294,373) | | $— | | $(26,540) | | $127 | | $(320,786) | |||
| · · · · · · · · · · · · · · · | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · Unrealized Gains · · · · · · · | |||||||||||||
| · · · · · (Losses) · · · · · · · · · | |||||||||||||
| · · Unrealized · · for AFS · · · · · Unrealized · · · | |||||||||||||
| · · Gains (Losses) · · Securities · · Change in Fair · · Gains · · · | |||||||||||||
| · · on AFS · · Transferred to · · Value of Cash · · (Losses) on · · · | |||||||||||||
| · · Securities · · HTM · · Flow Hedge · · BOLI · · Total | |||||||||||||
| AOCI (loss) – December 31, 2024 | | $(317,142) | | $— | | $(43,078) | | $534 | | $(359,686) | |||
| Other comprehensive (loss) income: | | | | | | | | | | | | | |
| Other comprehensive income (loss) before reclassification | | 22,702 | | | — | | | 16,538 | | | (10) | | 39,230 |
| Amounts reclassified from AOCI into earnings | | 67 | | | — | | | — | | | (397) | | (330) |
| Net current period other comprehensive income (loss) | | 22,769 | | — | | 16,538 | | (407) | | 38,900 | |||
| AOCI (loss) – June 30, 2025 | | $(294,373) | | $— | | $(26,540) | | $127 | | $(320,786) | |||
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The change in AOCI for the three and six months ended June 30, 2024 is summarized as follows, net of tax (dollars in thousands):
| · · · · · · · · · · · · · · · | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · Unrealized Gain · · · · · · · | ||||||||||||||
| | | | | | (Losses) | | | | | | | | | |
| · · Unrealized · · for AFS · · · · · Unrealized · · · | ||||||||||||||
| · · Gains (Losses) · · Securities · · Change in Fair · · Gains · · · | ||||||||||||||
| · · on AFS · · Transferred to · · Value of Cash · · (Losses) · · · | ||||||||||||||
| · · Securities · · HTM · · Flow Hedge · · on BOLI · · Total | ||||||||||||||
| AOCI (loss) – March 31, 2024 | | $(323,035) | | $4 | | $(52,418) | | $1,151 | | $(374,298) | ||||
| Other comprehensive (loss) income: | | | | | | | | | | | | | | |
| Other comprehensive loss before reclassification | | (12,917) | | | — | | | (357) | | | — | | | (13,274) |
| Amounts reclassified from AOCI into earnings | | 5,148 | | | (3) | | | — | | | (160) | | | 4,985 |
| Net current period other comprehensive loss | | (7,769) | | (3) | | (357) | | (160) | | (8,289) | ||||
| AOCI (loss) – June 30, 2024 | | $(330,804) | | $1 | | $(52,775) | | $991 | | $(382,587) | ||||
| · · · · · · · · · · · · · · · | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · | ||||||||||||||
| · · · Unrealized Gain · · · · · · · | ||||||||||||||
| | | | | | (Losses) | | | | | | | | | |
| · · Unrealized · · for AFS · · · · · Unrealized · · · | ||||||||||||||
| · · Gains (Losses) · · Securities · · Change in Fair · · Gains · · · | ||||||||||||||
| · · on AFS · · Transferred to · · Value of Cash · · (Losses) · · · | ||||||||||||||
| · · Securities · · HTM · · Flow Hedge · · on BOLI · · Total | ||||||||||||||
| AOCI (loss) – December 31, 2023 | | $(302,532) | | $6 | | $(42,165) | | $1,342 | | $(343,349) | ||||
| Other comprehensive (loss) income: | | | | | | | | | | | | | | |
| Other comprehensive loss before reclassification | | (33,417) | | | — | | | (10,610) | | | (16) | | | (44,043) |
| Amounts reclassified from AOCI into earnings | | 5,145 | | | (5) | | | — | | | (335) | | | 4,805 |
| Net current period other comprehensive loss | | (28,272) | | (5) | | (10,610) | | (351) | | (39,238) | ||||
| AOCI (loss) – June 30, 2024 | | $(330,804) | | $1 | | $(52,775) | | $991 | | $(382,587) | ||||
-41-
11. FAIR VALUE MEASUREMENTS
The Company follows ASC 820,Fair Value Measurement to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. ASC 820 clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants.
ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy under ASC 820 based on these two types of inputs are as follows:
Level 1 Valuation is based on quoted prices in active markets for identical assets and liabilities.
Level 2 Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the markets.
Level 3 Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. These unobservable inputs reflect the Company’s assumptions about what market participants would use and information that is reasonably available under the circumstances without undue cost and effort.
Assets and Liabilities Measured at Fair Value on a Recurring Basis* **
The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.
| ● | AFS Securities: AFS securities are recorded at fair value on a recurring basis. The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third-party portfolio accounting service vendor for valuation of its securities portfolio; no material differences were identified during the valuation for periods ended June 30, 2025 and December 31, 2024. |
|---|
The carrying value of restricted FRB and FHLB stock approximates fair value based on the redemption provisions of each entity and is therefore excluded from the table below.
| ● | Loans Held for Sale: Residential loans originated for sale in the open market are carried at fair value. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). Gains and losses on the sale of loans are recorded in current period earnings as a component of “Mortgage banking income” on the Company’s Consolidated Statements of Income. |
|---|
-42-
| ● | Derivative Instruments: The Company records derivative instruments at fair value on a recurring basis. The Company utilizes derivative instruments as part of the management of interest rate risk to modify the re-pricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities, as well as to manage the Company’s exposure to credit risk related to the borrower’s performance under interest rate derivatives. The Company has contracted with a third-party vendor to provide valuations for derivatives using standard valuation techniques and therefore classifies such valuations as Level 2. Third-party valuations are validated by the Company using the Bloomberg Valuation Service’s derivative pricing functions. The Company determines the fair value of rate lock commitments, delivery contracts, and forward sales contracts of MBS by measuring the change in the value of the underlying asset, while taking into consideration the probability that the rate lock commitments will close or be funded. No significant differences were identified during the valuations as of June 30, 2025 and December 31, 2024. The Company has considered counterparty credit risk in the valuation of its derivative assets and has considered its own credit risk in the valuation of its derivative liabilities. |
|---|
The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as of the periods ended (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Fair Value Measurements at June 30, 2025 using | |||||||||||
| · · · Significant · · · · | ||||||||||||
| · · Quoted Prices in · · Other · · Significant · · · | ||||||||||||
| · · Active Markets for · · Observable · · Unobservable · · · | ||||||||||||
| · · Identical Assets · · Inputs · · Inputs · · · | ||||||||||||
| · · Level 1 · · Level 2 · · Level 3 · · Balance | ||||||||||||
| ASSETS · · · · · | ||||||||||||
| AFS securities: · · · · · | ||||||||||||
| U.S. government and agency securities | | $137,093 | | $18,116 | | $— | | $155,209 | ||||
| Obligations of states and political subdivisions | | — | | 466,863 | | — | | 466,863 | ||||
| Corporate and other bonds(1) | | — | | 261,235 | | — | | 261,235 | ||||
| MBS | | — | | 2,924,065 | | — | | 2,924,065 | ||||
| Other securities | | — | | 1,909 | | — | | 1,909 | ||||
| LHFS | | — | | 32,987 | | — | | 32,987 | ||||
| Financial Derivatives(2) | | — | | 109,673 | | — | | 109,673 | ||||
| | | | | | | | | | | | | |
| LIABILITIES | | | | | | | | | | | | |
| Financial Derivatives(2) | | $— | | $177,059 | | $— | | $177,059 | ||||
(2)* Includes hedged and non-hedged derivatives.*
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| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Fair Value Measurements at December 31, 2024 using | |||||||||||
| · · · Significant · · · · | ||||||||||||
| · · Quoted Prices in · · Other · · Significant · · · | ||||||||||||
| · · Active Markets for · · Observable · · Unobservable · · · | ||||||||||||
| · · Identical Assets · · Inputs · · Inputs · · · | ||||||||||||
| · · Level 1 · · Level 2 · · Level 3 · · Balance | ||||||||||||
| ASSETS · · · · · | ||||||||||||
| AFS securities: · · · · · | ||||||||||||
| U.S. government and agency securities | | $62,199 | | $3,814 | | $— | | $66,013 | ||||
| Obligations of states and political subdivisions | | — | | 468,337 | | — | | 468,337 | ||||
| Corporate and other bonds(1) | | — | | 244,712 | | — | | 244,712 | ||||
| MBS | | — | | 1,661,244 | | — | | 1,661,244 | ||||
| Other securities | | — | | 1,860 | | — | | 1,860 | ||||
| LHFS | | — | | 9,420 | | — | | 9,420 | ||||
| Financial Derivatives(2) | | — | | 97,445 | | — | | 97,445 | ||||
| | | | | | | | | | | | | |
| LIABILITIES | | | | | | | | | | | | |
| Financial Derivatives(2) | | $— | | $199,548 | | $— | | $199,548 | ||||
(1)Other bonds include asset-backed securities.
(2)Includes hedged and non-hedged derivatives.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis* **
Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets after they are evaluated for impairment. The primary assets accounted for at fair value on a nonrecurring basis are related to LHFS, foreclosed properties, former bank premises, and collateral-dependent loans that are individually assessed. When the asset is secured by real estate, the Company measures the fair value utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data. Management may discount the value from the appraisal in determining the fair value if, based on its understanding of the market conditions, the collateral had been impaired below the appraised value (Level 3). The nonrecurring valuation adjustments for these assets did not have a significant impact on the Company’s consolidated financial statements.
The following tables summarize the Company’s financial assets that were measured on a nonrecurring basis as of the periods ended (dollars in thousands):
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| | Fair Value Measurements at June 30, 2025 using | |||||||
| · · · Significant · · · · | ||||||||
| · · Quoted Prices in · · Other · · Significant · · · | ||||||||
| · · Active Markets for · · Observable · · Unobservable · · · | ||||||||
| · · Identical Assets · · Inputs · · Inputs · · · | ||||||||
| | | Level 1 | | Level 2 | | Level 3 | | Balance |
| ASSETS · · · · · · · · · · · · | ||||||||
| Individually assessed loans(1) | | $— | | $— | | $19,150 | | $19,150 |
(1) Net of reserves of*$19.7** million related to collateral dependent loans as of June 30, 2025.*
-44-
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Fair Value Measurements at December 31, 2024 using | ||||||||
| · · · Significant · · · · | ||||||||
| · · Quoted Prices in · · Other · · Significant · · · | ||||||||
| · · Active Markets for · · Observable · · Unobservable · · · | ||||||||
| · · Identical Assets · · Inputs · · Inputs · · · | ||||||||
| | | Level 1 | | Level 2 | | Level 3 | | Balance |
| ASSETS · · · · · · · · · · · · | ||||||||
| Individually assessed loans(1) | | $— | | $— | | $14,636 | | $14,636 |
(1)* Net of reserves of**$13.1** million related to collateral dependent loans as of December 31, 2024.*
*Fair Value of Financial Instruments
ASC 825,*Financial Instruments,*requires disclosure about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
| ● | Cash and Cash Equivalents: The carrying amount is a reasonable estimate of fair value. |
|---|
| ● | HTM Securities: The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2; however, there are a few investments that are considered to be Level 3. The Company has contracted with a third-party portfolio accounting service vendor for valuation of its securities portfolio; no material differences were identified during the valuations as of June 30, 2025 and December 31, 2024. |
|---|
| ● | Loans and Leases: The fair value of loans and leases were estimated using an exit price, representing the amount that would be expected to be received if the Company sold the loans and leases. The fair value of performing loans and leases were estimated through use of discounted cash flows. Credit loss assumptions were based on market probability of default/loss given default for loan and lease cohorts. The discount rate was based primarily on recent market origination rates. Fair value of loans and leases individually assessed and their respective levels within the fair value hierarchy are described in the previous section related to fair value measurements of assets that are measured on a nonrecurring basis. |
|---|
| ● | Accrued Interest: The carrying amounts of accrued interest approximate fair value. |
|---|
| ● | Bank Owned Life Insurance: The carrying value of BOLI approximates fair value. The Company records these policies at their cash surrender value, which is estimated using information provided by insurance carriers. |
|---|
| ● | Deposits: The fair value of demand deposits, savings accounts, brokered deposits, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of certificates of deposits were valued using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period. |
|---|
| ● | Borrowings: The carrying amounts of federal funds purchased, borrowings under repurchase agreements and any other short-term borrowings approximate their fair value. The fair values of the Company’s long-term borrowings, including trust preferred securities are estimated using discounted cash flow analyses, based on the current incremental borrowing rates for similar types of borrowing arrangements. |
|---|
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The carrying values and estimated fair values of the Company’s financial instruments as of the periods ended are as follows (dollars in thousands):
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Fair Value Measurements at June 30, 2025 using | |||||||||||||||
| · · · Quoted Prices · Significant · · · · | |||||||||||||||
| · · · · · in Active · · Other · · Significant · · · | |||||||||||||||
| · · · · · Markets for · · Observable · · Unobservable · · Total Fair | |||||||||||||||
| · · · · · Identical Assets · · Inputs · · Inputs · · Value | |||||||||||||||
| · · Carrying · · · · · · · · · · · · | |||||||||||||||
| · Value · · Level 1 · · Level 2 · · Level 3 · · Balance | |||||||||||||||
| ASSETS | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $1,588,648 | | $1,588,648 | | $— | | $— | | $1,588,648 | |||||
| AFS securities | | 3,809,281 | | 137,093 | | 3,672,188 | | — | | 3,809,281 | |||||
| HTM securities | | 827,135 | | — | | 777,015 | | 910 | | 777,925 | |||||
| Restricted stock | | 140,606 | | — | | 140,606 | | — | | 140,606 | |||||
| LHFS | | 32,987 | | — | | 32,987 | | — | | 32,987 | |||||
| LHFI, net of deferred fees and costs | | 27,328,333 | | — | | — | | 26,928,260 | | 26,928,260 | |||||
| Financial Derivatives (1) | | 109,673 | | — | | 109,673 | | — | | 109,673 | |||||
| Accrued interest receivable | | 130,853,997 | | — | | 130,853,997 | | — | | 130,853,997 | |||||
| BOLI | | 665,477 | | — | | 665,477 | | — | | 665,477 | |||||
| | | | | | | | | | | | | | | | |
| LIABILITIES | | | | | | ||||||||||
| Deposits | | $30,972,175 | | $— | | $30,956,133 | | $— | | $30,956,133 | |||||
| Borrowings | | 892,767 | | — | | 807,087 | | — | | 807,087 | |||||
| Accrued interest payable | | 24,293,811 | | — | | 24,293,811 | | — | | 24,293,811 | |||||
| Financial Derivatives (1) | | 177,059 | | — | | 177,059 | | — | | 177,059 | |||||
(1)* Includes hedged and non-hedged derivatives.*
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Fair Value Measurements at December 31, 2024 using | ||||||||||||||
| · · · · · Quoted Prices · · Significant · · · · · · | |||||||||||||||
| · · · · · in Active · · Other · · Significant · · · | |||||||||||||||
| · · · · · Markets for · · Observable · · Unobservable · · Total Fair | |||||||||||||||
| · · · · · Identical Assets · · Inputs · · Inputs · · Value | |||||||||||||||
| · · Carrying · · · · · · · · · · · · | |||||||||||||||
| · · Value · · Level 1 · · Level 2 · · Level 3 · · Balance | |||||||||||||||
| ASSETS | | | | | | | | | | | | | | | |
| Cash and cash equivalents | | $354,074 | | $354,074 | | $— | | $— | | $354,074 | |||||
| AFS securities | | 2,442,166 | | 62,199 | | 2,379,967 | | — | | 2,442,166 | |||||
| HTM securities | | 803,851 | | — | | 758,400 | | 935 | | 759,335 | |||||
| Restricted stock | | 102,954 | | — | | 102,954 | | — | | 102,954 | |||||
| LHFS | | 9,420 | | — | | 9,420 | | — | | 9,420 | |||||
| LHFI, net of deferred fees and costs | | 18,470,621 | | — | | — | | 17,896,688 | | 17,896,688 | |||||
| Financial Derivatives (1) | | 97,445 | | — | | 97,445 | | — | | 97,445 | |||||
| Accrued interest receivable | | 92,541 | | — | | 92,541 | | — | | 92,541 | |||||
| BOLI | | 493,396 | | — | | 493,396 | | — | | 493,396 | |||||
| | | | | | | | | | | | | | | | |
| LIABILITIES | | | | | | ||||||||||
| Deposits | | $20,397,619 | | $— | | $20,393,673 | | $— | | $20,393,673 | |||||
| Borrowings | | 534,578 | | — | | 471,671 | | — | | 471,671 | |||||
| Accrued interest payable | | 26,214 | | — | | 26,214 | | — | | 26,214 | |||||
| Financial Derivatives (1) | | 199,548 | | — | | 199,548 | | — | | 199,548 | |||||
(1)* Includes hedged and non-hedged derivatives.** *
-46-
The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. Borrowers with fixed rate obligations, however, are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.
12. INCOME TAXES
The Company’s effective tax rate for the three months ended June 30, 2025 and 2024 was(13.2%) and 31.2%, respectively, and the effective tax rate for the six months ended June 30, 2025 and 2024 was 11.9% and 22.3%, respectively. The decreases in the effective tax rate for both the three and six months ended June 30, 2025 reflects the impact of a$8.0 million income tax benefit recorded in the second quarter of 2025 related to the Company re-evaluating its state deferred tax asset, as a result of the Sandy Spring acquisition, as well as the impact of the$4.8 million valuation allowance established during the second quarter of 2024.
As of each reporting date, the Company considers existing evidence, both positive and negative, that could impact the Company’s view regarding the future realization of deferred tax assets. The Company’s valuation allowance was$11.1 million and$4.4 million as of June 30, 2025 and December 31, 2024, respectively. The increase in the valuation allowance was due to the Sandy Spring acquisition and Sandy Spring’s historical valuation allowance relating to net operating losses in certain state filing jurisdictions.
On July 4, 2025, new tax legislation referred to as the One Big Beautiful Bill Act was enacted into law by the federal government. In accordance with ASC 740,Income Taxes, the Company will recognize the total effect of tax law changes on deferred tax balances, including related valuation allowances, as a discrete event in the quarter ended September 30, 2025, the interim period in which the law was enacted.
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13. EARNINGS PER SHARE
Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, including the effect of dilutive potential common shares outstanding attributable to stock awards and incremental shares related to the Forward Sale Agreements, and excluding weighted shares outstanding for which the results would have been anti-dilutive. See Note 10 “Stockholder’s Equity” in Part I, Item I of this Quarterly Report for more information on the Forward Sale Agreements.
The following table presents basic and diluted EPS calculations for the three and six months ended June 30, (dollars in thousands except per share data):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Three Months Ended · · Six Months Ended | ||||||||||||
| · · June 30, · · June 30, | ||||||||||||
| · · 2025 · · 2024 · · 2025 · · 2024 | ||||||||||||
| Net Income | | | | | | | | | | | | |
| Net Income | | $19,791 | | $25,161 | | $69,610 | | $74,930 | ||||
| Less: Preferred Stock Dividends | | | 2,967 | | | 2,967 | | | 5,934 | | | 5,934 |
| Net income available to common shareholders | | $16,824 | | $22,194 | | $63,676 | | $68,996 | ||||
| | | | | | | | | | | | | |
| Weighted average shares outstanding, basic | | 141,680 | | 89,768 | | 115,596 | | 82,483 | ||||
| Dilutive effect of stock awards and forward equity sale agreements | | 58 | | — | | 461 | | — | ||||
| Weighted average shares outstanding, diluted | | 141,738 | | 89,768 | | 116,057 | | 82,483 | ||||
| | | | | | | | | | | | | |
| Earnings per common share, basic | | $0.12 | | $0.25 | | $0.55 | | $0.84 | ||||
| Earnings per common share, diluted | | $0.12 | | $0.25 | | $0.55 | | $0.84 | ||||
| | | | | | | | | | | | | |
-48-
14. SEGMENT REPORTING AND REVENUE
Operating Segments
The Company hastwo reportable operating segments, Wholesale Banking and Consumer Banking, with corporate support functions and intercompany eliminations being presented within Corporate Other.
The following table presents and reconciles income before income taxes compared to the Consolidated Statements of Income. Income before income taxes for the three months ended June 30, 2025 and 2024 totaled$17.5 million and$36.6 million, respectively. Income before income taxes for the six months ended June 30, 2025 and 2024 totaled$79.0 million and$96.5 million, respectively. The information is disaggregated by major source and reportable operating segment for the three and six months ended June 30, (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended: · · Wholesale Banking · · Consumer Banking · · Corporate Other · · Total | ||||||||||||
| 2025 | | | | | | | | | | | | |
| Interest and dividend income | | $443,315 | | $248,482 | | $(181,425) | | $510,372 | ||||
| Interest expense | | 284,936 | | | 135,631 | | | (231,566) | | | 189,001 | |
| Net interest income | | | 158,379 | | | 112,851 | | | 50,141 | | | 321,371 |
| Provision for credit losses | | 80,022 | | | 25,685 | | | — | | | 105,707 | |
| Net interest income after provision for credit losses | | 78,357 | | | 87,166 | | | 50,141 | | | 215,664 | |
| Noninterest income | | 23,652 | | | 19,661 | | | 38,209 | | | 81,522 | |
| Noninterest expenses | | 84,593 | | | 98,515 | | | 96,590 | | | 279,698 | |
| Income before income taxes | | $17,416 | | $8,312 | | $(8,240) | | $17,488 | ||||
| 2024 | | | | | | | | | | | | |
| Interest and dividend income | | $314,460 | | $154,739 | | $(148,311) | | $320,888 | ||||
| Interest expense | | 219,512 | | | 78,730 | | | (161,888) | | | 136,354 | |
| Net interest income | | | 94,948 | | $76,009 | | $13,577 | | $184,534 | |||
| Provision for credit losses | | 20,221 | | | 1,539 | | | (9) | | | 21,751 | |
| Net interest income after provision for credit losses | | 74,727 | | | 74,470 | | | 13,586 | | | 162,783 | |
| Noninterest income | | 10,777 | | | 15,254 | | | (2,219) | | | 23,812 | |
| Noninterest expenses | | 48,450 | | | 65,099 | | | 36,456 | | | 150,005 | |
| Income before income taxes | | $37,054 | | $24,625 | | $(25,089) | | $36,590 | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Six Months Ended: · · Wholesale Banking · · Consumer Banking · · Corporate Other (1) · · Total | ||||||||||||
| 2025 | | | | | | | | | | | | |
| Interest and dividend income | | $740,302 | | $404,624 | | $(328,718) | | $816,208 | ||||
| Interest expense | | 482,583 | | | 215,990 | | | (387,901) | | | 310,672 | |
| Net interest income | | | 257,719 | | | 188,634 | | | 59,183 | | | 505,536 |
| Provision for credit losses | | 95,067 | | | 28,278 | | | — | | | 123,345 | |
| Net interest income after provision for credit losses | | 162,652 | | | 160,356 | | | 59,183 | | | 382,191 | |
| Noninterest income | | 35,451 | | | 34,295 | | | 40,939 | | | 110,685 | |
| Noninterest expenses | | 139,805 | | | 166,082 | | | 107,995 | | | 413,882 | |
| Income before income taxes | | $58,298 | | $28,569 | | $(7,873) | | $78,994 | ||||
| 2024 | | | | | | | | | | | | |
| Interest and dividend income | | $588,214 | | $290,757 | | $(295,169) | | $583,802 | ||||
| Interest expense | | 412,392 | | | 145,511 | | | (306,459) | | | 251,444 | |
| Net interest income | | | 175,822 | | | 145,246 | | | 11,290 | | | 332,358 |
| Provision for credit losses | | 25,587 | | | 4,411 | | | (9) | | | 29,989 | |
| Net interest income after provision for credit losses | | 150,235 | | | 140,835 | | | 11,299 | | | 302,369 | |
| Noninterest income | | 19,140 | | | 27,869 | | | 2,356 | | | 49,365 | |
| Noninterest expenses | | 92,405 | | | 120,978 | | | 41,896 | | | 255,279 | |
| Income before income taxes | | $76,970 | | $47,726 | | $(28,241) | | $96,455 | ||||
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The following table presents the Company’s operating segment results for key balance sheet metrics as of the periods ended (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Wholesale Banking · · Consumer Banking · · Corporate Other · · Total | ||||||||||||
| June 30, 2025 | | | | | | | | | | | | |
| LHFI, net of deferred fees and costs (1) (2) | | $22,889,472 | | $5,228,222 | | $(789,361) | | $27,328,333 | ||||
| Goodwill (3) (5) | | | 1,237,585 | | | 473,327 | | | — | | | 1,710,912 |
| Deposits (4) | | | 11,733,733 | | | 17,908,932 | | | 1,329,510 | | | 30,972,175 |
| December 31, 2024 | | | | | | | | | | | | |
| LHFI, net of deferred fees and costs (1) | | $15,514,640 | | $3,085,207 | | $(129,226) | | $18,470,621 | ||||
| Goodwill (5) | | | 850,035 | | | 364,018 | | | — | | | 1,214,053 |
| Deposits | | | 7,193,403 | | | 11,899,197 | | | 1,305,019 | | | 20,397,619 |
(1)Corporate Other includes acquisition accounting fair value adjustments.
(2)Includes a reallocation of*$10.3** million of LHFI from the Consumer Banking segment to the Wholesale Banking segments as part of the Company’s customer relationship annual review process that occurred during the first quarter of 2025.*
(3)Wholesale Banking and Consumer Banking includes*$387.6** million and**$109.3** million, respectively, related to goodwill from the Sandy Spring acquisition. Refer to Note 2 “Acquisitions” and Note 5 “Goodwill & Intangible Assets” for more information.*
(4)Includes a reallocation of*$198.2** million of deposits from the Consumer Banking segment to the Wholesale Banking segments as part of the Company’s customer relationship annual review process that occurred during the first quarter of 2025.*
(5)Wholesale Banking and Consumer Banking includes*$210.8** million and**$78.0** million, respectively, related to goodwill from the American National acquisition. Refer to Note 2 “Acquisitions” and Note 5 “Goodwill & Intangible Assets” for more information.*
Revenue
Noninterest income disaggregated by major source for the three and six months ended June 30, consisted of the following (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Three Months Ended · Six Months Ended | ||||||||||||
| · · 2025 · · 2024 · 2025 · · 2024 | ||||||||||||
| Noninterest income: · · · · · | ||||||||||||
| Service charges on deposit accounts (1): · · · · · | ||||||||||||
| Overdraft fees | | $6,063 | | $5,101 | | $11,640 | | $9,849 | ||||
| Maintenance fees & other | | 6,157 | | 3,985 | | 10,265 | | 7,806 | ||||
| Other service charges, commissions, and fees (1) | | 2,245 | | 1,967 | | 4,007 | | 3,698 | ||||
| Interchange fees (1) | | 3,779 | | 3,126 | | 6,727 | | 5,420 | ||||
| Fiduciary and asset management fees (1): | | | | | | | | | ||||
| Trust asset management fees | | 7,987 | | 3,779 | | 11,811 | | 7,136 | ||||
| Registered advisor management fees | | 6,902 | | 7 | | 6,904 | | 7 | ||||
| Brokerage management fees | | 2,834 | | 3,121 | | 5,705 | | 4,602 | ||||
| Mortgage banking income | | 2,821 | | 1,193 | | 3,794 | | 2,060 | ||||
| Gain (loss) on sale of securities | | | 16 | | | (6,516) | | | (87) | | | (6,513) |
| Bank owned life insurance income | | 7,327 | | 3,791 | | 10,864 | | 7,037 | ||||
| Loan-related interest rate swap fees | | 1,733 | | 1,634 | | 4,133 | | 2,850 | ||||
| Other operating income (2) | | 33,658 | | 2,624 | | 34,922 | | 5,413 | ||||
| Total noninterest income | | $81,522 | | $23,812 | | $110,685 | | $49,365 | ||||
(1) Income within scope of ASC 606, Revenue from Contracts with Customers.
(2) Includes a*$15.7** million gain on CRE loan sale and a**$14.3** million gain on sale of our equity interest in Cary Street Partners LLC (“CSP”) for the three and six months ended June 30, 2025.*
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The following tables present noninterest income disaggregated by reportable operating segment for the three and six months ended June 30, (dollars in thousands):
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended: · · · Wholesale Banking · · Consumer Banking · · Corporate Other (1)(2) · · Total | |||||||||||||
| 2025 | | | | | | | | | | | | | |
| Noninterest income: · · · · · | |||||||||||||
| Service charges on deposit accounts | | | $4,271 | | $7,949 | | $— | | $12,220 | ||||
| Other service charges, commissions and fees | | | | 508 | | | 1,623 | | | 114 | | | 2,245 |
| Fiduciary and asset management fees | | | | 15,758 | | | 1,965 | | | — | | | 17,723 |
| Mortgage banking income | | | | — | | | 2,821 | | | — | | | 2,821 |
| Other income | | | | 3,115 | | | 5,303 | | | 38,095 | | | 46,513 |
| Total noninterest income | | | $23,652 | | $19,661 | | $38,209 | | $81,522 | ||||
| 2024 | | | | | | | | | | | | | |
| Noninterest income: | | | | | | ||||||||
| Service charges on deposit accounts | | | $2,735 | | $6,351 | | $— | | $9,086 | ||||
| Other service charges, commissions and fees | | | | 416 | | | 1,568 | | | (17) | | | 1,967 |
| Fiduciary and asset management fees | | | | 5,082 | | | 1,825 | | | — | | | 6,907 |
| Mortgage banking income | | | | — | | | 1,193 | | | — | | | 1,193 |
| Other income | | | | 2,544 | | | 4,317 | | | (2,202) | | | 4,659 |
| Total noninterest income | | | $10,777 | | $15,254 | | $(2,219) | | $23,812 | ||||
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | |
| Six Months Ended: · · · Wholesale Banking · · Consumer Banking · · Corporate Other (1)(2) · · Total | |||||||||||||
| 2025 | | | | | | | | | | | | | |
| Noninterest income: · · · · · | |||||||||||||
| Service charges on deposit accounts | | | $7,281 | | $14,624 | | $— | | $21,905 | ||||
| Other service charges, commissions and fees | | | | 904 | | | 2,988 | | | 115 | | | 4,007 |
| Fiduciary and asset management fees | | | | 20,529 | | | 3,891 | | | — | | | 24,420 |
| Mortgage banking income | | | | — | | | 3,794 | | | — | | | 3,794 |
| Other income | | | | 6,737 | | | 8,998 | | | 40,824 | | | 56,559 |
| Total noninterest income | | | $35,451 | | $34,295 | | $40,939 | | $110,685 | ||||
| 2024 | | | | | | | | | | | | | |
| Noninterest income: | | | | | | ||||||||
| Service charges on deposit accounts | | | $5,346 | | $12,309 | | $— | | $17,655 | ||||
| Other service charges, commissions and fees | | | | 812 | | | 2,903 | | | (17) | | | 3,698 |
| Fiduciary and asset management fees | | | | 8,368 | | | 3,377 | | | — | | | 11,745 |
| Mortgage banking income | | | | — | | | 2,060 | | | — | | | 2,060 |
| Other income | | | | 4,614 | | | 7,220 | | | 2,373 | | | 14,207 |
| Total noninterest income | | | $19,140 | | $27,869 | | $2,356 | | $49,365 | ||||
(1)* For the three and six months ended June 30, 2024, other income primarily includes**$6.5** million of losses incurred on AFS securities, income from BOLI, and equity method investment income.*
(2)* For the three and six months ended June 30, 2025, other income primarily includes a**$15.7** million gain on CRE loan sale, a**$14.3** million gain on sale of our equity interest in CSP, and income from BOLI.*
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The following tables present noninterest expense disaggregated by reportable operating segment for the three and six months ended June 30, (dollars in thousands):
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended: · · Wholesale Banking · · Consumer Banking · · Corporate Other · · Total | ||||||||||||
| 2025 | | | | | | | | | | | | |
| Noninterest expenses: | | | | | | | | | | | | |
| Salaries and benefits | | $32,923 | | $29,838 | | $47,181 | | $109,942 | ||||
| Occupancy expenses | | | 410 | | | 7,534 | | | 4,838 | | | 12,782 |
| Technology and data processing | | | 1,342 | | | 392 | | | 15,514 | | | 17,248 |
| Furniture and equipment expenses | | | 64 | | | 1,296 | | | 4,984 | | | 6,344 |
| Loan-related expenses | | | (253) | | | 1,060 | | | 471 | | | 1,278 |
| Other expenses (1) | | | 50,107 | | | 58,395 | | | 23,602 | | | 132,104 |
| Total noninterest expense | | $84,593 | | $98,515 | | $96,590 | | $279,698 | ||||
| 2024 | | | | | | | | | | | | |
| Noninterest expenses: | | | | | | | | | | | | |
| Salaries and benefits | | $17,983 | | $18,684 | | $31,864 | | $68,531 | ||||
| Occupancy expenses | | | 209 | | | 4,489 | | | 3,138 | | | 7,836 |
| Technology and data processing | | | 327 | | | 232 | | | 9,715 | | | 10,274 |
| Furniture and equipment expenses | | | 50 | | | 1,051 | | | 2,704 | | | 3,805 |
| Loan-related expenses | | | 203 | | | 851 | | | 221 | | | 1,275 |
| Other expenses (1) | | | 29,678 | | | 39,792 | | | (11,186) | | | 58,284 |
| Total noninterest expense | | $48,450 | | $65,099 | | $36,456 | | $150,005 | ||||
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Six Months Ended: · · Wholesale Banking · · Consumer Banking · · Corporate Other · · Total | ||||||||||||
| 2025 | | | | | | | | | | | | |
| Noninterest expenses: | | | | | | | | | | | | |
| Salaries and benefits | | $53,607 | | $49,774 | | $81,976 | | $185,357 | ||||
| Occupancy expenses | | | 646 | | | 12,700 | | | 8,016 | | | 21,362 |
| Technology and data processing | | | 2,227 | | | 571 | | | 24,637 | | | 27,435 |
| Furniture and equipment expenses | | | 127 | | | 2,289 | | | 7,842 | | | 10,258 |
| Loan-related expenses | | | (140) | | | 1,835 | | | 832 | | | 2,527 |
| Other expenses (1) | | | 83,338 | | | 98,913 | | | (15,308) | | | 166,943 |
| Total noninterest expense | | $139,805 | | $166,082 | | $107,995 | | $413,882 | ||||
| 2024 | | | | | | | | | | | | |
| Noninterest expenses: | | | | | | | | | | | | |
| Salaries and benefits | | $34,418 | | $34,956 | | $61,039 | | $130,413 | ||||
| Occupancy expenses | | | 430 | | | 8,443 | | | 5,589 | | | 14,462 |
| Technology and data processing | | | 638 | | | 413 | | | 17,350 | | | 18,401 |
| Furniture and equipment expenses | | | 88 | | | 1,827 | | | 5,199 | | | 7,114 |
| Loan-related expenses | | | 415 | | | 1,599 | | | 584 | | | 2,598 |
| Other expenses (1) | | | 56,416 | | | 73,740 | | | (47,865) | | | 82,291 |
| Total noninterest expense | | $92,405 | | $120,978 | | $41,896 | | $255,279 | ||||
(1)* Includes allocated expenses.*
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15. SUBSEQUENT EVENTS
The Company’s management has evaluated subsequent events through August 5, 2025, the date the financial statements were issued.
On July 24, 2025, the Company’s Board of Directors declared a quarterly dividend on the outstanding shares of its Series A preferred stock. The Series A preferred stock is represented by depositary shares, each representing a 1/400th ownership interest in a share of Series A preferred stock. The dividend of$171.88 per share (equivalent to$0.43 per outstanding depositary share) is payable on September 2, 2025 to preferred shareholders of record as of August 18, 2025.
The Company’s Board of Directors also declared a quarterly dividend of$0.34 per share of common stock. The common stock dividend is payable on August 18, 2025 to common shareholders of record as of August 4, 2025.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.