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Atlantic Union Bankshares Corp

For the period ended Sep 30, 2026. Filed Nov 3, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 3, 2026

AUB$40.18+2.1%Stored close · as of Nov 9, 2026

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Notes to the 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 Atlantic Union Equipment Finance, Inc., AUB Investments, Inc., and Atlantic Union Capital Markets, 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 loan and lease losses (“ALLL”), the fair value of financial instruments, and valuation of deferred tax assets. 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.

Effective January 1, 2026, the Company made certain changes to its allowance methodology as part of the continued enhancement of its credit modeling practices, resulting in more dynamic and precise modeling that allows for more granularity in the monitoring of the Company’s expected credit losses. As a result of this change, the Company moved fromtwo loan portfolio segments (Commercial and Consumer) tothree portfolio segments (Commercial Real Estate (“CRE”), Commercial and Industrial, and Consumer), by reorganizing the former Commercial segment into the CRE and Commercial and Industrial segments, with no changes made to the Consumer segment. These changes were accounted for prospectively as a change in accounting estimate in the first quarter of 2026, did not have a material impact on the Company’s consolidated financial statements, and resulted in no changes to previously reported values. For more information on the updated allowance for credit losses (“ACL”) methodology after the change referenced above, see the Company’s ACL and loans held for investment (“LHFI”) accounting policies described below. For information regarding the Company’s collectively assessed prior allowance methodology, as well as the Company’s reserve for unfunded commitments (“RUC”) and the allowance for credit losses on securities policies, see Note 1 “Summary of Significant Accounting Policies” in the “Notes to Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2025 Form 10-K.

Allowance for Credit Losses

The ACL primarily consists of the ALLL, RUC, and the allowance for credit losses on securities. The Company’s ACL is governed by the Company’s Allowance Committee, which reports to the Audit Committee and contains representatives from the Company’s finance, credit, and risk teams, and is responsible for approving the Company’s estimate of expected credit losses and resulting ACL. The Allowance Committee considers the quantitative model results and qualitative factors when approving the final ACL. The Company’s ACL model is subject to the Company’s model risk management program, which is overseen by the Operational Risk Committee that reports to the Company’s Executive Risk Committee and Board Risk Committee. The ALLL includes qualitative adjustments to capture the impact of factors or uncertainties not reflected in the quantitative model. These adjustments are comprised of relevant internal and external factors within the qualitative framework that adheres to the Interagency Policy Statement on Allowances for Credit Losses.

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Allowance for Loan and Lease Losses: The ALLL is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Changes in the ALLL are recorded as a provision for loan losses to bring the ALLL to an estimated balance that management considers appropriate to absorb expected credit losses over the expected contractual life of the loan portfolio. Loans are charged off against the ALLL when management believes the amount is no longer collectible based on an evaluation of the borrower’s financial condition, repayment capacity, collateral values, and other observable factors affecting collectability. Subsequent recoveries of previously charged off amounts are recorded as increases to the ALLL; however, expected recoveries are not to exceed the aggregate of amounts previously charged off.

Determining the Contractual Term – Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless the extensions or renewal options are included in the original or modified contract at the reporting date and are not unconditionally legally cancelable by the Company.

The Company’s ALLL measures the expected lifetime loss using both pooled and loan-level assumptions for financial assets that share common risk characteristics and evaluates an individual reserve in instances where the financial assets do not share the same risk characteristics.

Collectively Assessed Reserve Consideration – Loans that share common risk characteristics are considered collectively assessed. Loss estimates within the collectively assessed population are based on a combination of pooled assumptions and loan-level characteristics.

Effective January 1, 2026, the Company now uses either a loan-level probability of default/loss given default methodology or a segment level loss rate model for its loan portfolio. The ALLL is estimated using quantitative methods that consider a variety of factors from both internal and external sources at the loan, portfolio, and macroeconomic environment levels. The Company’s quantitative models consider various macroeconomic variables including the unemployment rate, gross domestic product, home price index, and others for a reasonable and supportable forecast period. The ALLL quantitative estimate is sensitive to changes in the macroeconomic variable forecasts during the reasonable and supportable period.

The estimated loan losses that are forecasted using the methodology described above are then adjusted for changes in qualitative factors not inherently considered in the quantitative analysis. The qualitative factors include, among others, credit concentrations of the loan portfolio, economic uncertainty, model imprecision, and factors related to credit administration.

Because current economic conditions and forecasts can change and future events are inherently difficult to predict, the anticipated amount of estimated credit losses on loans, and therefore the appropriateness of the ALLL, could change significantly. In estimating the ALLL, the Company considers multiple forecast scenarios to address the uncertainty inherent in macroeconomic variable forecasts. It is difficult to estimate how potential changes in any one economic factor or input might affect the overall allowance because a wide variety of factors and inputs are considered in estimating the allowance and changes in those factors and inputs considered may not occur at the same rate and may not be consistent across all loan types. Additionally, changes in factors and inputs may be directionally inconsistent, such that an improvement in one factor may offset deterioration in others.

Individually Assessed Reserve Consideration – Loans that do not share similar risk characteristics with any loan segments are evaluated on an individual basis. The individual reserve component relates to loans that have shown substantial credit deterioration as measured by nonaccrual status, risk rating, and/or delinquency status. In addition, the Company has elected the practical expedient that would include loans for individual assessment consideration if the repayment of the loan is expected substantially through the operation or sale of collateral because the borrower is experiencing financial difficulty. Where the expected source of repayment is from the sale of collateral, the ALLL is based on the fair value of the underlying collateral, less selling costs, compared to the amortized cost basis of the loan. If the ALLL is based on the operation of the collateral, the reserve is calculated based on the fair value of the collateral calculated as the present value of expected cash flows from the operation of the collateral, compared to the amortized cost basis. If the Company determines that the value of a collateral dependent loan is less than the recorded investment in the loan, the Company charges off the deficiency if it is determined that such amount is deemed uncollectible. Typically, a loss is confirmed when the Company is moving toward foreclosure or final disposition. The ALLL on loans individually assessed is updated, reviewed, and approved on a quarterly basis at or near the end of each reporting period.

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The Company performs regular credit reviews of the loan portfolio to review the credit quality and adherence to its underwriting standards. The credit reviews include annual commercial loan reviews performed by the Company’s commercial bankers in accordance with the commercial loan policy, relationship reviews that accompany annual loan renewals, and independent reviews by its Credit Risk Review Group. Upon origination, each commercial loan is assigned an initial risk rating in accordance with the Company’s underwriting guidelines, which require newly originated loans to be rated between one and four, with ratings closer to one indicating lower credit risk. The Company’s full risk rating scale ranges from one to nine, and loans may migrate to higher risk ratings over time if their risk profile deteriorates. The risk rating scale is the Company’s primary credit quality indicator for commercial loans. Consumer loans are not risk rated unless past due status, bankruptcy, or other events result in the assignment of a Substandard or worse risk rating in accordance with the consumer loan policy. Delinquency status is the Company’s primary credit quality indicator for Consumer loans.

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 2025 Form 10-K for additional information on the Company’s policies and for further information on the Company’s credit quality indicators.

Loans Held for Investment

Prior to January 1, 2026, the Company applied ALLL methodologies totwo portfolio segments: Commercial and Consumer. As disclosed above, effective January 1, 2026, the Company made certain changes to its allowance methodology as part of the continued enhancement of its credit modeling practices, resulting in more dynamic and precise modeling that allows for more granularity in the monitoring of the Company’s expected credit losses. As a result of this change, the Company moved fromtwo loan portfolio segments (Commercial and Consumer) tothree portfolio segments (CRE, Commercial and Industrial, and Consumer), by reorganizing the former Commercial segment into the CRE and Commercial and Industrial segments, with no changes made to the Consumer segment. The Company defines thethree loan portfolio segments as follows:

CRE:

●CRE – Non-Owner Occupied - Term loans typically made to borrowers to support income producing properties that rely upon the successful operation of the property for repayment. General market conditions and economic activity may impact the performance of these types of loans. In addition to using specific underwriting policies and procedures for these types of loans, the Company manages risk by diversifying the lending to various property types, such as retail, office, office warehouse, and hotel, as well as avoiding concentrations to any one business, industry, property type, or market.
●CRE – Owner Occupied - Term loans made to support owner occupied real estate properties that rely upon the successful operation of the business occupying the property for repayment. General market conditions and economic activity may affect these types of loans. In addition to using specific underwriting policies and procedures for these types of loans, the Company manages risk by avoiding concentrations to any one business or industry.
●Construction and Land Development - Construction loans generally made to commercial and residential developers and builders for specific construction projects. The successful repayment of these types of loans is generally dependent upon (a) a commitment for permanent financing from the Company or other lender, or (b) from the sale of the constructed property. These loans carry more risk than both types of CRE term loans due to the dynamics of construction projects, changes in interest rates, the long-term financing market, and state and local government regulations. As in CRE term lending, the Company manages risk by using specific underwriting policies and procedures for these types of loans and by avoiding excessive concentrations to any one business, industry, property type, or market.

Also included in this category are loans generally made to residential home builders to support their lot and home construction inventory needs. Repayment relies upon the sale of the underlying residential real estate project. This type of lending is generally viewed as carrying a higher level of risk as compared to other commercial lending. This class of lending manages risks related to residential real estate market conditions, a functioning primary and secondary market in which to finance the sale of residential properties, and the borrower’s ability to manage inventory and run projects. The Company manages this risk by lending to experienced builders and developers by using specific underwriting policies and procedures for these types of loans and by avoiding excessive concentrations with any particular customer or geographic region.

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●Multifamily Real Estate - Loans made to real estate investors to support permanent financing for multifamily residential income producing properties that rely on the successful operation of the property for repayment. This operation mainly involves property maintenance, re-leasing upon tenant turnover and collection of rents due from tenants. The Company manages this risk by avoiding concentrations with any particular customer and if necessary, in any particular submarket.
●Residential 1-4 Family – Commercial - Loans made to commercial borrowers where the loan is secured by residential property. The Residential 1-4 Family - Commercial loan portfolio carries risks associated with the creditworthiness of the tenant, the ability to re-lease the property when vacancies occur, and changes in loan-to-value ratios. The Company manages these risks through policies and procedures, such as limiting loan-to-value ratios at origination, requiring guarantees, experienced underwriting, and requiring standards for appraisers.
●Other Commercial (Farmland) - Portfolios carry risks associated with the creditworthiness of the borrower and changes in the economic environment. The Company manages these risks by using general underwriting policies and procedures for these types of loans and experienced underwriting. Loans secured by farmland are included in this category.

Commercial and Industrial:

●Commercial & Industrial - Loans generally made to support borrowers’ needs for short-term or seasonal cash flow and equipment/vehicle purchases. Repayment relies upon the successful operation of the business. This type of lending typically carries a lower level of commercial credit risk as compared to other commercial lending. The Company manages this risk by using general underwriting policies and procedures for these types of loans and by avoiding concentrations to any one business or industry.
●Other Commercial (Other) - Portfolios carry risks associated with the creditworthiness of the borrower and changes in the economic environment. The Company manages these risks by using general underwriting policies and procedures for these types of loans and experienced underwriting. Loans that support small business lines of credit and agricultural lending are included in this category.

Consumer:

●Auto - The consumer indirect auto lending portfolio carries certain risks associated with the values of the collateral that management must mitigate. The Company focuses its indirect auto lending on one to two-year-old used vehicles where substantial depreciation has already occurred thereby minimizing the risk of significant loss of collateral values in the future. This type of lending places reliance on computer-based loan approval systems to supplement other underwriting standards.
●Consumer - Loans to consumer borrowers for various personal and household purposes as well as loans purchased through various third-party lending programs. These portfolios carry risks associated with the borrower, changes in the economic environment, and the vendors themselves. The Company manages these risks through policies that require minimum credit scores and other underwriting requirements, robust analysis of actual performance versus expected performance, as well as ensuring compliance with the Company’s vendor management program.
●Residential 1-4 Family – Consumer - Loans generally made to consumer residential borrowers. The Residential 1-4 Family - Consumer loan portfolio carries risks associated with the creditworthiness of the borrower and changes in loan-to-value ratios. The Company manages these risks through policies and procedures such as limiting loan-to-value ratios at origination, experienced underwriting, requiring standards for appraisers, and not making subprime loans.
●Residential 1-4 Family – Revolving - The consumer portfolio carries risks associated with the creditworthiness of the borrower and changes in loan-to-value ratios. The Company manages these risks through policies and procedures, such as limiting loan-to-value ratios at origination, using experienced underwriting, requiring standards for appraisers, and not making subprime loans.

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The allowance methodology changes were accounted for prospectively as a change in accounting estimate in the first quarter of 2026, did not have a material impact on the Company’s consolidated financial statements, and resulted in no changes to previously reported values. See “Critical Accounting Estimates” in Part I, Item 2 of this Quarterly Report for additional information on the change in methodology.

Reclassifications – The accompanying consolidated financial statements and notes reflect certain reclassifications in prior periods to conform to the current presentation.

Adoption of New Accounting Standards – In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-10Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This update established authoritative guidance on the accounting for government grants received by business entities. The amendments are effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company early adopted ASU 2025-10 effective January 1, 2026, on a modified prospective basis. ASU 2025-10 did not have a material impact on the Company’s consolidated financial statements.

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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 more than 50 branches in Virginia, Maryland, and Washington, D.C., enhancing the Company’s presence in Northern Virginia and Maryland.

Goodwill associated with the Sandy Spring acquisition totaled$540.8 million at March 31, 2026, allocated between the Company’s Wholesale Banking ($431.7 million) and Consumer Banking ($109.1 million) reporting segments, which is not deductible for tax purposes. As of March 31, 2026, the purchase accounting was finalized and no longer subject to change.

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 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 ("AFS")​1,266,925​​
Restricted stock​​68,310​​​
Loans held for sale ("LHFS") - CRE​1,839,638​​
LHFS - Non-CRE​​29,152​​​
LHFI​​8,572,384​​​
Premises and equipment​59,402​​
Core deposit intangible ("CDI") and other intangibles​290,650​​
Bank owned life insurance ("BOLI")​​170,482​​​
Lease right of use ("ROU") assets​​40,808​​​
Other assets (1)​337,509​​
Total assets​$12,945,471​​
​​​​​​​
Fair value of liabilities assumed:​​​​
Deposits​$11,227,922​​
Short-term borrowings​272,201​​
Long-term borrowings​560,761​​
Lease liabilities​​40,808​​​
Other liabilities​108,631​​
Total liabilities​$12,210,323​​
​​​​​​​
Fair value of net assets acquired​​​$735,148
Goodwill​​​$540,821

(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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The Company assessed the fair value for significant assets acquired and liabilities assumed based on the following methods:

●Cash and cash equivalents: The fair value was determined to approximate the carrying amount based on the short-term nature of these assets.
●Securities 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.
●LHFS CRE and non-CRE: Fair values were estimated using a discounted cash flow analysis that considered factors including loan type, interest rate type, prepayment speeds, duration, and current discount rates.
●LHFI: 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 were developed considering market participants’ view of loan types, liquidity risk, the maturity of the loans, service costs and a required return of capital. 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.
●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.
●BOLI: The fair value of BOLI is carried at its current cash surrender value, which is the most reasonable estimate of fair value.
●Lease 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 consisted of Federal Home Loan Bank (“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 values 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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Unaudited Pro forma Impact of the Acquisition

The following table presents for illustrative purposes certain unaudited pro forma information as if the Company had acquired Sandy Spring on January 1, 2025. These results combine the historical results of Sandy Spring in the Company's Consolidated Statements of Income, while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity. These results are not indicative of what would have occurred had the Sandy Spring acquisition taken place on January 1, 2025. 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 accretion and the elimination of merger-related costs. Merger-related costs as disclosed in the Company’s Consolidated Statement of Income were related to the Sandy Spring acquisition and included costs associated with employee severance, other employee related costs, professional fees, information technology related costs, including system conversion, and lease and contract termination expenses. Merger-related costs have been expensed as incurred. The Company expects to achieve further operating cost savings and other business synergies, as a result of the Sandy Spring acquisition, which are not reflected in the pro forma amounts below (dollars in thousands):

​ · ​ · ​ · ​
​ · ​ · ​ · Pro forma
​ · ​ · ​ · Three Months Ended
​ · ​ · ​ · March 31,
​​ ​ ​2025 (2)
​​(unaudited)
Total revenues (1)$360,315
Net income available to common shareholders (3)$70,582

(1)* Includes net interest income and noninterest income.*

(2)* Includes the net impact of Sandy Spring’s acquisition-related accretion adjustments of**$21.0** million during the three months ended March 31, 2025.** *

(3)* Excludes merger-related costs of**$4.6** million incurred during the three months ended March 31, 2025.*

The Company’s operating results for the three and nine months ended September 30, 2026 and September 30, 2025, include the operating results of the acquired assets and assumed liabilities of Sandy Spring subsequent to the acquisition on April 1, 2025. Revenues and earnings since the acquisition date of the former operations of Sandy Spring have not been disclosed due to the merging of certain processes and the conversion of Sandy Spring’s systems that occurred in the fourth quarter of 2025. As a result, separate financial information is not readily available.

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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 September 30, 2026 are as follows (dollars in thousands):

​​​​​​​​​​​​​
​ · ​ · Amortized · ​ · Gross Unrealized · ​ · Estimated
​ · ​ ​ ​ · Cost · ​ ​ ​ · Gains · ​ ​ ​ · (Losses) · ​ ​ ​ · Fair Value
U.S. government and agency securities​$99,959​$57​$(225)​$99,791
Obligations of states and political subdivisions​595,755​2​(156,541)​439,216
Corporate and other bonds (1)​206,525​531​(2,511)​204,545
Commercial MBS​​​​​​​​​​
Agency​​332,716​295​(50,588)​​282,423
Non-agency​​117,358​—​(3,967)​​113,391
Total commercial MBS​​450,074​295​(54,555)​​395,814
Residential MBS​​​​​​​​​​​​
Agency​​2,732,428​901​(256,404)​​2,476,925
Non-agency​​137,211​—​(6,558)​​130,653
Total residential MBS​​2,869,639​901​(262,962)​​2,607,578
Other securities​2,021​—​—​2,021
Total AFS securities​$4,223,973​$1,786​$(476,794)​$3,748,965

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of December 31, 2025 are as follows (dollars in thousands):

​​​​​​​​​​​​​
​ · ​ · Amortized · ​ · Gross Unrealized · ​ · Estimated
​ · ​ ​ ​ · Cost · ​ ​ ​ · Gains · ​ ​ ​ · (Losses) · ​ ​ ​ · Fair Value
U.S. government and agency securities​$103,335​$681​$(14)​$104,002
Obligations of states and political subdivisions​​589,194​178​(101,487)​487,885
Corporate and other bonds (1)​221,432​709​(4,207)​217,934
Commercial MBS​​​​​​​​​​
Agency​​354,405​1,276​(39,806)​​315,875
Non-agency​​115,009​187​(1,905)​​113,291
Total commercial MBS​​469,414​1,463​(41,711)​​429,166
Residential MBS​​​​​​​​​​​​
Agency​​2,942,900​15,838​(165,524)​​2,793,214
Non-agency​​161,767​935​(2,558)​​160,144
Total residential MBS​​3,104,667​16,773​(168,082)​​2,953,358
Other securities​1,956​—​—​1,956
Total AFS securities​$4,489,998​$19,804​$(315,501)​$4,194,301

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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
September 30, 2026 · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
U.S. government and agency securities​$26,920​$(217)​$584​$(8)​$27,504​$(225)
Obligations of states and political subdivisions​​25,441​​(1,622)​​411,575​​(154,919)​​437,016​​(156,541)
Corporate and other bonds (1)​55,498​(357)​86,763​(2,154)​142,261​(2,511)
Commercial MBS​​​​​​​​​​​​​​​​​
Agency​​88,131​​(3,557)​​141,332​​(47,031)​​229,463​(50,588)
Non-agency​​67,993​​(1,344)​​36,725​​(2,623)​​104,718​​(3,967)
Total commercial MBS​​156,124​​(4,901)​​178,057​​(49,654)​​334,181​​(54,555)
Residential MBS​​​​​​​​​​​​​​​​​​
Agency​​1,578,691​​(49,454)​​759,657​​(206,950)​​2,338,348​​(256,404)
Non-agency​​97,549​​(3,433)​​33,105​​(3,125)​​130,654​​(6,558)
Total residential MBS​​1,676,240​​(52,887)​​792,762​​(210,075)​​2,469,002​​(262,962)
Total AFS securities​$1,940,223​$(59,984)​$1,469,741​$(416,810)​$3,409,964​$(476,794)
​​​​​​​​​​​​​​​​​​​
December 31, 2025​​​​​​​​​​​​
U.S. government and agency securities​$6,689​$(6)​$737​$(8)​$7,426​$(14)
Obligations of states and political subdivisions​​25​​—​​473,201​​(101,487)​​473,226​​(101,487)
Corporate and other bonds (1)​37,988​(75)​98,125​(4,132)​136,113​(4,207)
Commercial MBS​​​​​​​​​​​​​​​​​
Agency​​44,536​​(166)​​161,001​​(39,640)​​205,537​(39,806)
Non-agency​​39,171​​(177)​​22,429​​(1,728)​​61,600​​(1,905)
Total commercial MBS​​83,707​​(343)​​183,430​​(41,368)​​267,137​​(41,711)
Residential MBS​​​​​​​​​​​​​​​​​​
Agency​​359,095​​(1,564)​​886,626​​(163,960)​​1,245,721​​(165,524)
Non-agency​​48,559​​(247)​​24,868​​(2,311)​​73,427​​(2,558)
Total residential MBS​​407,654​​(1,811)​​911,494​​(166,271)​​1,319,148​​(168,082)
Total AFS securities​$536,063​$(2,235)​$1,666,987​$(313,266)​$2,203,050​$(315,501)

(2)* Comprised of700 and703 individual securities as of September 30, 2026 and December 31, 2025, respectively.*

The Company has evaluated AFS securities in an unrealized loss position for credit related impairment at September 30, 2026 and December 31, 2025 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 have minimal 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 September 30, 2026 and December 31, 2025, all AFS securities were current withno securities past due or on non-accrual, andno ACL was held against the Company’s AFS securities portfolio.

-18-

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.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · September 30, 2026 · ​ · December 31, 2025
​​ ​ ​Amortized​ ​ ​Estimated​ ​ ​Amortized​ ​ ​Estimated
​​Cost​Fair Value​Cost​Fair Value
Due in one year or less​$101,001​$100,984​$63,692​$63,993
Due after one year through five years​323,504​319,060​298,683​299,727
Due after five years through ten years​402,291​356,498​492,242​475,707
Due after ten years​3,397,177​2,972,423​3,635,381​3,354,874
Total AFS securities​$4,223,973​$3,748,965​$4,489,998​$4,194,301

Refer to Note 7 “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 September 30, 2026 and December 31, 2025.

Accrued interest receivable on AFS securities totaled$13.6 million and$15.0 million at September 30, 2026 and December 31, 2025, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three and nine months ended September 30, 2026 and September 30, 2025, there wereno accrued interest receivable write-offs.

Held to Maturity

The Company reports held to maturity (“HTM”) securities on the Company’s Consolidated Balance Sheets at carrying value, which represents amortized cost. The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securitiesas of September 30, 2026 are as follows (dollars in thousands):

​​​​​​​​​​​​​
​ · ​ · Carrying · ​ · Gross Unrealized · ​ · Estimated
​ · ​ ​ ​ · Value · ​ ​ ​ · Gains · ​ ​ ​ · (Losses) · ​ · Fair Value
Obligations of states and political subdivisions​$766,166​$6​$(69,089)​$697,083
Corporate and other bonds (1)​​1,424​​—​​(24)​​1,400
Commercial MBS​​​​​​​​​​​
Agency​​28,693​​—​​(7,124)​​21,569
Non-agency​​9,717​​—​​(594)​​9,123
Total commercial MBS​​38,410​​—​​(7,718)​​30,692
Residential MBS​​​​​​​​​​​​
Agency​​33,420​​—​​(6,049)​​27,371
Non-agency​​5,906​​—​​(206)​​5,700
Total residential MBS​​39,326​​—​​(6,255)​​33,071
Total HTM securities​$845,326​$6​$(83,086)​$762,246

-19-

The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securitiesas of December 31, 2025 are as follows (dollars in thousands):

​​​​​​​​​​​​​
​ · ​ · Carrying · ​ · Gross Unrealized · ​ · Estimated
​ · ​ ​ ​ · Value · ​ ​ ​ · Gains · ​ ​ ​ · (Losses) · ​ ​ ​ · Fair Value
Obligations of states and political subdivisions​$793,162​$4,139​$(20,951)​$776,350
Corporate and other bonds (1)​​2,255​​—​​(26)​​2,229
Commercial MBS​​​​​​​​​​​​
Agency​​29,074​​—​​(5,619)​​23,455
Non-agency​​11,703​​103​​(504)​​11,302
Total commercial MBS​​40,777​​103​​(6,123)​​34,757
Residential MBS​​​​​​​​​​​​
Agency​​35,793​​—​​(4,397)​​31,396
Non-agency​​12,229​​—​​(149)​​12,080
Total residential MBS​​48,022​​—​​(4,546)​​43,476
Total HTM securities​$884,216​$4,242​$(31,646)​$856,812

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
September 30, 2026​​​​​​​​​​​​
Credit Rating: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
AAA/AA/A​$755,497​$—​$1,509​$757,006
BBB/BB/B​​1,105​​—​​—​​1,105
Not Rated – Agency (1)​​—​​—​​62,113​​62,113
Not Rated – Non-Agency (2)​9,564​1,424​​14,114​​25,102
Total​$766,166​$1,424​$77,736​$845,326
December 31, 2025​​​​​​​​​​​​
Credit Rating:​​​​​​​​​​
AAA/AA/A​$782,453​$—​$1,702​$784,155
BBB/BB/B​​1,122​​—​​—​​1,122
Not Rated – Agency (1)​​—​​—​​64,867​​64,867
Not Rated – Non-Agency (2)​9,587​2,255​​22,230​​34,072
Total​$793,162​$2,255​$88,799​$884,216

(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.

-20-

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.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · September 30, 2026 · ​ · December 31, 2025
​​ ​ ​Carrying​ ​ ​Estimated​ ​ ​Carrying​ ​ ​Estimated
​​Value​Fair Value​Value​Fair Value
Due in one year or less​$5,587​$5,592​$507​$503
Due after one year through five years​25,831​25,706​18,813​19,150
Due after five years through ten years​293,486​267,875​222,284​216,095
Due after ten years​520,422​463,073​642,612​621,064
Total HTM securities​$845,326​$762,246​$884,216​$856,812

Refer to Note 7 “Commitments and Contingencies” within this Item 1 of this Quarterly Reportfor information regarding the estimated fair value of HTM securities that were pledged to secure public deposits as permitted or required by law as of September 30, 2026 and December 31, 2025.

Accrued interest receivable on HTM securities totaled$7.5 million and$9.9 million at September 30, 2026 and December 31, 2025, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three and nine months ended September 30, 2026 and September 30, 2025, there wereno accrued interest receivable write-offs. The Company’s HTM investment portfolio primarily consists of highly-rated municipal securities and agency MBS. At September 30, 2026 and December 31, 2025, 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 September 30, 2026 and December 31, 2025.

*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 September 30, 2026 and December 31, 2025. 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 September 30, 2026 and December 31, 2025. Restricted stock totaled$190.1 million and$190.2 million at September 30, 2026 and December 31, 2025, respectively, consisting of FRB stock of$141.2 million at both dates and FHLB stock of$48.9 million and$49.0 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 nine months ended September 30,(dollars in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​Three Months Ended​ ​ ​Nine Months Ended
​​2026​2026
Realized gains(1):​​​​
Gross realized gains​$10​$16
Net realized gains​$10​$16
Proceeds from sales of securities​$164,693​$374,275
​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​Three Months Ended​ ​ ​Nine Months Ended
​​2025​2025
Realized gains (losses) (1):​​​​
Gross realized gains​$4​$34
Gross realized losses​—​(117)
Net realized gains (losses)​$4​$(83)
Proceeds from sales of securities​$184​$630,095

(1)* Includes gains (losses) on sales and calls of securities.*

-21-

4. LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES

Loans Held for Investment

The Company’s LHFI, net, are loans stated at their amortized cost, net of the ALLL and net of unearned income. The LHFI consisted of the following as of the periods ended (dollars in thousands):

​​​​​​​​
​ · ​ · ​ · September 30, 2026 · ​ · December 31, 2025
Construction and Land Development​​$2,025,385​$1,666,381
CRE – Owner Occupied​​4,356,099​4,305,796
CRE – Non-Owner Occupied​​7,275,895​7,178,515
Multifamily Real Estate​​2,382,541​2,418,250
Commercial & Industrial​​5,850,846​5,229,728
Residential 1-4 Family – Commercial​​984,149​1,100,157
Residential 1-4 Family – Consumer​​2,991,674​2,825,259
Residential 1-4 Family – Revolving​​1,346,890​1,248,284
Auto​​110,418​183,720
Consumer​​107,158​121,488
Other Commercial​​1,865,561​1,518,589
Total LHFI, net of unearned income (1)​​​29,296,616​​27,796,167
Allowance for loan and lease losses​​​(301,432)​​(295,108)
Total LHFI, net​​$28,995,184​$27,501,059

(1)Total LHFI, net of unearned income included unamortized deferred fees and costs, as well as unamortized premiums and discounts totaling*$693.9** million and**$803.2** million as of September 30, 2026 and December 31, 2025, respectively.*

Accrued interest receivable on LHFI totaled$105.6 million and$106.5 million at September 30, 2026 and December 31, 2025, respectively. Accrued interest receivable write-offs werenot material to the Company’s consolidated financial statements for the three and nine months ended September 30, 2026 and September 30, 2025.

-22-

The following table shows the aging of the Company’s LHFI portfolio by class at September 30, 2026 (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​$2,017,637​$474​ ​ ​$850​ ​ ​$2,353​ ​ ​$4,071​ ​ ​$2,025,385​
CRE – Owner Occupied​4,326,388​13,431​ ​ ​6,128​ ​ ​4,558​ ​ ​5,594​ ​ ​4,356,099​
CRE – Non-Owner Occupied​7,247,248​8,729​ ​ ​4,382​ ​ ​1,735​ ​ ​13,801​ ​ ​7,275,895​
Multifamily Real Estate​2,358,222​249​ ​ ​—​ ​ ​3,541​ ​ ​20,529​ ​ ​2,382,541​
Commercial & Industrial​5,808,937​3,085​ ​ ​6,523​ ​ ​1,904​ ​ ​30,397​ ​ ​5,850,846​
Residential 1-4 Family – Commercial​979,347​1,909​ ​ ​558​ ​ ​557​ ​ ​1,778​ ​ ​984,149​
Residential 1-4 Family – Consumer​2,951,496​2,359​ ​ ​6,101​ ​ ​7,549​ ​ ​24,169​ ​ ​2,991,674​
Residential 1-4 Family – Revolving​1,331,322​3,929​2,090​ ​ ​5,170​ ​ ​4,379​ ​ ​1,346,890​
Auto​107,372​1,797​635​317​ ​ ​297​ ​ ​110,418​
Consumer​105,858​226​744​327​3​107,158​
Other Commercial​​1,857,337​​766​​1,826​​4,141​​1,491​​1,865,561​
Total LHFI, net of unearned income​$29,091,164​$36,954​$29,837​$32,152​$106,509​$29,296,616​
% of total loans​​99.30%​0.13%​0.10%​0.11%​0.36%​100.00%

The following table shows the aging of the Company’s LHFI portfolio by class at December 31, 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​$1,659,048​$1,455​ ​ ​$94​ ​ ​$1,481​ ​ ​$4,303​ ​ ​$1,666,381​
CRE – Owner Occupied​4,284,562​7,241​ ​ ​3,171​ ​ ​4,788​ ​ ​6,034​ ​ ​4,305,796​
CRE – Non-Owner Occupied​7,154,178​9,482​ ​ ​1,455​ ​ ​2,099​ ​ ​11,301​ ​ ​7,178,515​
Multifamily Real Estate​2,366,442​52​ ​ ​247​ ​ ​6,140​ ​ ​45,369​ ​ ​2,418,250​
Commercial & Industrial​5,197,839​8,935​ ​ ​3,552​ ​ ​9,114​ ​ ​10,288​ ​ ​5,229,728​
Residential 1-4 Family – Commercial​1,087,181​2,634​ ​ ​1,306​ ​ ​2,379​ ​ ​6,657​ ​ ​1,100,157​
Residential 1-4 Family – Consumer​2,772,790​17,911​ ​ ​5,628​ ​ ​5,633​ ​ ​23,297​ ​ ​2,825,259​
Residential 1-4 Family – Revolving​1,233,032​3,994​2,157​ ​ ​3,458​ ​ ​5,643​ ​ ​1,248,284​
Auto​178,615​3,332​797​404​ ​ ​572​ ​ ​183,720​
Consumer​120,806​444​171​55​12​121,488​
Other Commercial​​1,513,629​​3,242​​143​​—​​1,575​​1,518,589​
Total LHFI, net of unearned income​$27,568,122​$58,722​$18,721​$35,551​$115,051​$27,796,167​
% of total loans​​99.18%​0.21%​0.07%​0.13%​0.41%​100.00%

The following table shows the Company’s amortized cost basis of loans on nonaccrual status with no related ALLL as of the periods ended (dollars in thousands):

​​​​​​​
​ · ​ · September 30, · ​ · December 31,
​ · ​ · 2026 · ​ · 2025
Construction and Land Development​$—​$2,700
CRE – Owner Occupied​​3,313​​1,430
CRE – Non-Owner Occupied​​11,386​​10,097
Multifamily Real Estate​​19,850​​45,369
Commercial & Industrial​​18,283​​2,751
Residential 1-4 Family – Commercial​​224​​4,597
Residential 1-4 Family – Consumer​​1,046​​1,122
Total LHFI, net of unearned income​$54,102​$68,066

There wasno interest income recognized on nonaccrual loans during the three and nine months ended September 30, 2026 and September 30, 2025.

-23-

Troubled Loan Modifications (“TLMs”)

The following tables present the amortized cost basis of TLMs for the three and nine months ended September 30, (dollars in thousands):

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · ​ · Nine Months Ended · ​
​ · ​ · 2026 · ​ · ​ · 2026 · ​
​ · ​ ​ ​ · Amortized Cost · ​ · % of Total Class of Financing Receivable · ​ · Amortized Cost · ​ · % of Total Class of Financing Receivable
Other-Than-Insignificant Payment Delay​​​​​​​​​​​​
Commercial and Industrial​$—​—%​$1,674​0.03%
Total Other-Than-Insignificant Payment Delay​$—​​​​$1,674​​​
​​​​​​​​​​​​​
Term Extension​​​​​​​​​​
Construction and Land Development​$—​—%​$7​NM%
Commercial and Industrial​​—​—%​​132​NM%
CRE – Owner Occupied​809​0.02%​809​0.02%
CRE – Non-Owner Occupied​​17,745​0.24%​​17,745​0.24%
Residential 1-4 Family – Consumer​​232​0.01%​670​0.02%
Total Term Extension​$18,786​​​​$19,363​​​
​​​​​​​​​​​​​
Interest Rate Reduction​​​​​​​​​​
Commercial and Industrial​$—​—%​$285​NM%
Total Interest Rate Reduction​$—​​​​$285​​​
​​​​​​​​​​​​​
Combination – Other-Than-Insignificant Payment Delay and Term Extension​​​​​​​​​​​​
Commercial and Industrial​$1,570​0.03%​$1,570​0.03%
CRE – Non-Owner Occupied​​—​—%​​15,958​0.22%
Total Combination – Other-Than-Insignificant Payment Delay and Term Extension​$1,570​​​​$17,528​​​
​​​​​​​​​​​​​
Combination – Term Extension and Interest Rate Reduction​​​​​​​​​​​​
Commercial and Industrial​$149​NM%​$411​0.01%
Residential 1-4 Family – Consumer​​88​NM%​​796​0.03%
Residential 1-4 Family – Revolving​—​—%​78​0.01%
Total Combination – Term Extension and Interest Rate Reduction​$237​​​​$1,285​​​
​​​​​​​​​​​​​
Total​$20,593​​​​$40,135​​​

-24-

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · ​ · Nine 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​$—​—%​$1,505​0.03%
CRE – Non-Owner Occupied​​—​—%​​3,790​0.06%
Other-Than-Insignificant Payment Delay​$—​​​​$5,295​​​
​​​​​​​​​​​​​
Term Extension​​​​​​​​​​
Commercial and Industrial​$25​NM%​$25​NM%
CRE – Owner Occupied​​753​0.02%​​2,269​0.05%
Residential 1-4 Family – Commercial​​—​—%​​4,633​0.42%
Residential 1-4 Family – Consumer​​433​0.02%​​986​0.04%
Total Term Extension​$1,211​​​​$7,913​​​
​​​​​​​​​​​​​
Combination – Other-Than-Insignificant Payment Delay and Term Extension​​​​​​​​​​​​
Commercial and Industrial​$—​—%​$464​0.01%
Total Combination – Other-Than-Insignificant Payment Delay and Term Extension​$—​​​​$464​​​
​​​​​​​​​​​​​
Combination – Term Extension and Interest Rate Reduction​​​​​​​​​​​​
Residential 1-4 Family – Consumer​$972​0.03%​$2,476​0.09%
Total Combination – Term Extension and Interest Rate Reduction​$972​​​​$2,476​​​
​​​​​​​​​​​​​
Total​$2,183​​​​$16,148​​​

-25-

The following tables describe the financial effects of TLMs on a weighted average basis for TLMs within that loan type for the three and nine months ended September 30,:

​​​​​​​​​
Three Months Ended
2026
​​​​​​​​​
Term Extension
Loan Type​Financial Effect
CRE – Non-Owner Occupied​Added a weighted-average 0.5 years to the life of loans.
​​​​​​​​​
Combination – Other-Than-Insignificant Payment Delay and Term Extension
Loan Type​Financial Effect
Commercial and Industrial​Added a weighted-average 0.5 years to the life of loans.
​​​​​​​​​
​​​​​​​​​
Nine Months Ended
2026
​​​​​​​​​
Term Extension
Loan Type​Financial Effect
CRE – Non-Owner Occupied​Added a weighted-average 0.6 years to the life of loans.
​​​
​​​​​​​​​
Combination – Other-Than-Insignificant Payment Delay and Term Extension
Loan Type​Financial Effect
Commercial and Industrial​Added a weighted-average 0.5 years to the life of loans.
CRE – Non-Owner Occupied​Added a weighted-average 1.1 years to the life of loans.
​​​​​​​​​
Three Months Ended
2025
​​​​​​​​​
Term Extension
Loan Type​Financial Effect
Residential 1-4 Family – Consumer​Added a weighted-average 0.9 years to the life of loans.
​​​​​​​​​
Nine Months Ended
2025
​​​​​​​​​
Term Extension
Loan Type​Financial Effect
CRE – Owner Occupied​Added a weighted-average 0.7 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%.
​​​​​​​​​

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 nine months ended September 30, 2026 and September 30, 2025, 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.

-26-

The Company monitors the performance of TLMs to determine the effectiveness of the modifications. During the three and nine months ended September 30, 2026 and September 30, 2025, the Company didnot have any material loans that had been modified and designated as TLMs that were past due.

As of September 30, 2026 and December 31, 2025, there wereno material unfunded commitments on loans modified and designated as TLMs.

Allowance for Credit Losses

The following table shows the ALLL activity by loan segment for the three and nine months ended September 30, reflecting the changes made to the Company’s allowance methodology effective January 1, 2026 (dollars in thousands). See Note 1 “Summary of Significant Accounting Policies” in Part I, Item 1 of this Quarterly Report for additional information on the change in methodology:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · 2026 · ​ · 2026
​​CRE​Commercial and Industrial​Consumer​Total​CRE​Commercial and Industrial​Consumer​Total
Balance at beginning of period​$173,761​$60,492​$64,503​$298,756​$152,477​$80,336​$62,295​$295,108
Loans charged-off (1)​(15)​(3,996)​(536)​(4,547)​(923)​(7,844)​(1,994)​(10,761)
Recoveries credited to allowance​171​1,850​255​2,276​883​2,926​1,102​4,911
Provision (release) charged to operations​(2,695)​6,458​1,184​4,947​18,785​(10,614)​4,003​12,174
Balance at end of period​$171,222​$64,804​$65,406​$301,432​$171,222​$64,804​$65,406​$301,432

(1)In accordance with GAAP, amounts for the nine months ended September 30, 2026, excluded*$39.5** million of net charge-offs related to certain purchased credit deteriorated (“PCD”) loans that met the Company’s charge-off policy at the time of the acquisition. The amounts excluded for the nine months ended September 30, 2026, reflect measurement period adjustments recorded in the first quarter of 2026 related to the Sandy Spring acquisition based on additional information and evidence obtained by the Company relating to events or circumstances existing at the acquisition date. As of March 31, 2026, the purchase accounting was finalized and no longer subject to change.*

The following table shows the ALLL activity by loan segment for the three and nine months ended September 30, reflecting the Company’s previous allowance methodology. See Note 1 “Summary of Significant Accounting Policies” in Part I, Item 1 of this Quarterly Report for additional information (dollars in thousands):

​​​​​​​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · 2025 · ​ · 2025
​ · ​ · Commercial · ​ · Consumer · ​ · Total · ​ · Commercial · ​ · Consumer · ​ · Total
Balance at beginning of period​$257,403​$58,171​$315,574​$148,887​$29,757​$178,644
Initial allowance - PCD loans (1)​​—​​—​​—​​21,255​​7,010​​28,265
Loans charged-off (1)​(39,575)​(865)​(40,440)​(42,958)​(2,947)​(45,905)
Recoveries credited to allowance​1,223​624​1,847​2,999​1,369​4,368
Initial provision - non-PCD loans​​—​​—​​—​​64,740​​24,798​​89,538
Provision (release) charged to operations​14,708​1,346​16,054​38,836​(711)​38,125
Balance at end of period​$233,759​$59,276​$293,035​$233,759​$59,276​$293,035

(1)In accordance with GAAP, amounts for the three and nine months ended September 30, 2025, excluded*$19.0** million and**$53.5** million, respectively, of net charge-offs related to certain PCD loans that met the Company’s charge-off policy at the time of the acquisition. The amounts excluded for the three and nine months ended September 30, 2025, reflect measurement period adjustments recorded in the second and third quarters of 2025 related to the Sandy Spring acquisition based on additional information and evidence obtained by the Company relating to events or circumstances existing at the acquisition date.*

-27-

Credit Quality Indicators

Credit quality indicators are used to help estimate the collectability of each loan class within the loan portfolio segments. For classes of loans within the CRE and Commercial and Industrial segments, 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 the 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 2025 Form 10-K for additional information on the Company’s policies and for further information on the Company’s credit quality indicators.

CRE and Commercial and Industrial Loans

The Company uses a risk rating system as the primary credit quality indicator for classes of loans within the CRE and Commercial and Industrial segments. 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 the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2025 Form 10-K for information on the Company’s risk rating system.

-28-

The table below details the amortized cost and gross charge-offs of the classes of loans within the CRE segment by risk level and year of origination as of September 30, reflecting the changes made to the Company’s allowance methodology effective January 1, 2026 (dollars in thousands):

​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · 2026
​ · ​ · ​ · Term Loans Amortized Cost Basis by Origination Year · ​ · Revolving · ​ · ​ · ​
​ · ​ · 2026 · ​ · 2025 · ​ · 2024 · ​ · 2023 · ​ · 2022 · ​ · Prior · ​ · Loans · ​ · Total
Construction and Land Development​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$361,949​$596,183​$317,838​$241,190​$73,128​$75,929​$235,251​$1,901,468
Watch​​25,274​​—​​6,231​​21,156​​6,281​​7,516​​10,393​​76,851
Special Mention​​896​​—​​6,179​​—​​—​​4,004​​26,240​​37,319
Substandard​​—​​1,424​​1,866​​1,325​​598​​4,534​​—​​9,747
Total Construction and Land Development​$388,119​$597,607​$332,114​$263,671​$80,007​$91,983​$271,884​$2,025,385
Current period gross charge-off​$—​$—​$—​$—​$—​$—​$—​$—
​​​​​​​​​​​​​​​​​​​​​​​​​
CRE – Owner Occupied​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$461,836​$405,547​$266,860​$287,408​$455,589​$2,042,129​$46,276​$3,965,645
Watch​​948​​3,196​​18,074​​25,993​​13,869​​116,461​​715​​179,256
Special Mention​​—​​11,430​​6,717​​5,307​​17,712​​71,481​​793​​113,440
Substandard​​—​​641​​18,855​​15,957​​8,548​​50,594​​3,163​​97,758
Total CRE – Owner Occupied​$462,784​$420,814​$310,506​$334,665​$495,718​$2,280,665​$50,947​$4,356,099
Current period gross charge-off​$—​$—​$—​$—​$(15)​$(202)​$—​$(217)
​​​​​​​​​​​​​​​​​​​​​​​​​
CRE – Non-Owner Occupied​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$775,813​$900,556​$496,997​$693,457​$875,149​$2,888,678​$98,534​$6,729,184
Watch​​13,116​​27,085​​13,298​​20,428​​104,197​​132,411​​81​​310,616
Special Mention​​—​​—​​1,426​​20,409​​15,269​​107,727​​—​​144,831
Substandard​​—​​1,891​​—​​3,175​​14,209​​71,989​​—​​91,264
Total CRE – Non-Owner Occupied​$788,929​$929,532​$511,721​$737,469​$1,008,824​$3,200,805​$98,615​$7,275,895
Current period gross charge-off​$—​$(142)​$—​$(489)​$—​$—​$—​$(631)
​​​​​​​​​​​​​​​​​​​​​​​​​
Multifamily Real Estate​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$284,950​$221,305​$102,243​$217,520​$249,119​$669,228​$57,329​$1,801,694
Watch​​560​​50,627​​3,146​​66,185​​64,288​​105,734​​1,045​​291,585
Special Mention​​—​​—​​668​​21,587​​92,418​​33,536​​—​​148,209
Substandard​​—​​—​​733​​3,512​​53,106​​83,702​​—​​141,053
Total Multifamily Real Estate​$285,510​$271,932​$106,790​$308,804​$458,931​$892,200​$58,374​$2,382,541
Current period gross charge-off​$—​$—​$—​$—​$—​$(75)​$—​$(75)
​​​​​​​​​​​​​​​​​​​​​​​​​
Residential 1-4 Family – Commercial​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$64,341​$55,527​$48,504​$69,048​$161,522​$490,288​$7,191​$896,421
Watch​​—​​25,264​​3,637​​624​​6,953​​15,013​​3,320​​54,811
Special Mention​​—​​1,650​​1,376​​444​​485​​16,333​​—​​20,288
Substandard​​—​​771​​2,327​​—​​1,628​​7,903​​—​​12,629
Total Residential 1-4 Family – Commercial​$64,341​$83,212​$55,844​$70,116​$170,588​$529,537​$10,511​$984,149
Current period gross charge-off​$—​$—​$—​$—​$—​$—​$—​$—
​​​​​​​​​​​​​​​​​​​​​​​​​
Other Commercial (Farmland)​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$—​$1,474​$147​$690​$3,262​$22,139​$474​$28,186
Watch​​563​​—​​—​​—​​164​​1,356​​—​​2,083
Special Mention​​—​​—​​—​​65​​—​​7,051​​1,820​​8,936
Substandard​​—​​—​​1,037​​—​​—​​18​​—​​1,055
Total Other Commercial (Farmland)​$563​$1,474​$1,184​$755​$3,426​$30,564​$2,294​$40,260
Current period gross charge-off​$—​$—​$—​$—​$—​$—​$—​$—
​​​​​​​​​​​​​​​​​​​​​​​​​
Total CRE​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$1,948,889​$2,180,592​$1,232,589​$1,509,313​$1,817,769​$6,188,391​$445,055​$15,322,598
Watch​​40,461​​106,172​​44,386​​134,386​​195,752​​378,491​​15,554​​915,202
Special Mention​​896​​13,080​​16,366​​47,812​​125,884​​240,132​​28,853​​473,023
Substandard​​—​​4,727​​24,818​​23,969​​78,089​​218,740​​3,163​​353,506
Total CRE​$1,990,246​$2,304,571​$1,318,159​$1,715,480​$2,217,494​$7,025,754​$492,625​$17,064,329
Total current period gross charge-off​$—​$(142)​$—​$(489)​$(15)​$(277)​$—​$(923)

-29-

The table below details the amortized cost and gross charge-offs of the classes of loans within the Commercial and Industrial segment by risk level and year of origination as of September 30, reflecting the changes made to the Company’s allowance methodology effective January 1, 2026 (dollars in thousands):

​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · 2026
​ · ​ · ​ · Term Loans Amortized Cost Basis by Origination Year · ​ · Revolving · ​ · ​ · ​
​ · ​ · 2026 · ​ · 2025 · ​ · 2024 · ​ · 2023 · ​ · 2022 · ​ · Prior · ​ · Loans · ​ · Total
Commercial & Industrial​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$1,230,462​$961,670​$523,813​$266,087​$354,517​$399,105​$1,559,483​$5,295,137
Watch​​24,842​​39,637​​47,755​​58,701​​19,973​​17,921​​89,420​​298,249
Special Mention​​111​​5,374​​12,683​​5,300​​3,973​​28,564​​41,169​​97,174
Substandard​​—​​6,445​​12,651​​32,498​​16,462​​13,841​​78,389​​160,286
Total Commercial & Industrial​$1,255,415​$1,013,126​$596,902​$362,586​$394,925​$459,431​$1,768,461​$5,850,846
Current period gross charge-off​$—​$—​$(561)​$(654)​$(1,227)​$(178)​$(1,544)​$(4,164)
​​​​​​​​​​​​​​​​​​​​​​​​​
Other Commercial (Other)​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$413,820​$271,663​$197,228​$157,587​$127,392​$294,999​$270,819​$1,733,508
Watch​​10,863​​15,366​​16,099​​9,928​​21,687​​4,779​​—​​78,722
Special Mention​​—​​—​​—​​—​​74​​—​​491​​565
Substandard​​—​​524​​—​​3,202​​2,835​​533​​5,412​​12,506
Total Other Commercial (Other)​$424,683​$287,553​$213,327​$170,717​$151,988​$300,311​$276,722​$1,825,301
Current period gross charge-off​$—​$—​$—​$—​$—​$(3,680)​$—​$(3,680)
​​​​​​​​​​​​​​​​​​​​​​​​​
Total Commercial & Industrial​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$1,644,282​$1,233,333​$721,041​$423,674​$481,909​$694,104​$1,830,302​$7,028,645
Watch​​35,705​​55,003​​63,854​​68,629​​41,660​​22,700​​89,420​​376,971
Special Mention​​111​​5,374​​12,683​​5,300​​4,047​​28,564​​41,660​​97,739
Substandard​​—​​6,969​​12,651​​35,700​​19,297​​14,374​​83,801​​172,792
Total Commercial & Industrial​$1,680,098​$1,300,679​$810,229​$533,303​$546,913​$759,742​$2,045,183​$7,676,147
Total current period gross charge-off​$—​$—​$(561)​$(654)​$(1,227)​$(3,858)​$(1,544)​$(7,844)

-30-

The table below details the amortized cost and gross charge-offs of the classes of loans within the Commercial segment by risk level and year of origination as of December 31, reflecting the Company’s previous allowance methodology (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​$557,083​$381,768​$233,793​$84,396​$39,055​$58,001​$242,753​$1,596,849
Watch​​10,712​​136​​51​​671​​989​​3,260​​7,759​​23,578
Special Mention​​542​​2,092​​2,980​​463​​793​​4,845​​26,145​​37,860
Substandard​​319​​547​​74​​135​​2,519​​4,500​​—​​8,094
Total Construction and Land Development​$568,656​$384,543​$236,898​$85,665​$43,356​$70,606​$276,657​$1,666,381
Current period gross charge-off​$—​$—​$—​$—​$(40)​$(3)​$—​$(43)
​​​​​​​​​​​​​​​​​​​​​​​​​
CRE – Owner Occupied​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$442,571​$305,006​$298,355​$497,750​$500,885​$1,823,826​$53,556​$3,921,949
Watch​​4,532​​14,892​​31,258​​17,474​​12,006​​77,890​​2,121​​160,173
Special Mention​​6,962​​7,435​​6,210​​10,907​​6,604​​77,134​​1,275​​116,527
Substandard​​—​​6,644​​16,427​​7,014​​27,267​​49,520​​140​​107,012
Doubtful​​—​​—​​—​​—​​—​​135​​—​​135
Total CRE – Owner Occupied​$454,065​$333,977​$352,250​$533,145​$546,762​$2,028,505​$57,092​$4,305,796
Current period gross charge-off​$—​$—​$—​$—​$—​$(147)​$—​$(147)
​​​​​​​​​​​​​​​​​​​​​​​​​
CRE – Non-Owner Occupied​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$905,007​$486,703​$811,972​$1,060,691​$741,739​$2,628,053​$78,676​$6,712,841
Watch​​—​​556​​39,149​​17,010​​23,926​​59,738​​196​​140,575
Special Mention​​505​​1,434​​2,600​​23,267​​76,411​​68,195​​—​​172,412
Substandard​​—​​—​​6,264​​38,108​​1,138​​107,153​​24​​152,687
Total CRE – Non-Owner Occupied​$905,512​$488,693​$859,985​$1,139,076​$843,214​$2,863,139​$78,896​$7,178,515
Current period gross charge-off​$—​$—​$—​$—​$—​$(491)​$—​$(491)
​​​​​​​​​​​​​​​​​​​​​​​​​
Commercial & Industrial​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$1,125,728​$730,095​$446,849​$487,440​$251,752​$351,402​$1,344,042​$4,737,308
Watch​​16,322​​35,316​​13,751​​39,156​​8,963​​21,615​​121,435​​256,558
Special Mention​​6,978​​16,326​​5,861​​8,117​​4,029​​5,914​​60,923​​108,148
Substandard​​2,785​​12,444​​33,386​​21,588​​10,563​​5,663​​41,285​​127,714
Total Commercial & Industrial​$1,151,813​$794,181​$499,847​$556,301​$275,307​$384,594​$1,567,685​$5,229,728
Current period gross charge-off​$—​$(1,605)​$(69)​$(2,483)​$(10)​$(197)​$(34,451)​$(38,815)
​​​​​​​​​​​​​​​​​​​​​​​​​
Multifamily Real Estate​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$192,761​$123,570​$289,889​$441,536​$247,973​$592,615​$49,203​$1,937,547
Watch​​—​​—​​14,029​​25,464​​98,973​​3,850​​1,317​​143,633
Special Mention​​—​​671​​21,572​​62,470​​—​​18,533​​—​​103,246
Substandard​​2,372​​729​​—​​71,278​​37,422​​74,668​​47,355​​233,824
Total Multifamily Real Estate​$195,133​$124,970​$325,490​$600,748​$384,368​$689,666​$97,875​$2,418,250
Current period gross charge-off​$—​$—​$—​$—​$—​$(47)​$—​$(47)
​​​​​​​​​​​​​​​​​​​​​​​​​
Residential 1-4 Family – Commercial​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$93,538​$70,435​$82,732​$198,071​$172,024​$408,213​$4,255​$1,029,268
Watch​​2,975​​2,533​​1,558​​6,193​​3,887​​11,349​​2,431​​30,926
Special Mention​​2,404​​1,277​​—​​1,209​​860​​17,009​​—​​22,759
Substandard​​—​​248​​—​​206​​4,843​​11,654​​253​​17,204
Total Residential 1-4 Family – Commercial​$98,917​$74,493​$84,290​$205,679​$181,614​$448,225​$6,939​$1,100,157
Current period gross charge-off​$—​$—​$—​$—​$—​$(185)​$—​$(185)
​​​​​​​​​​​​​​​​​​​​​​​​​
Other Commercial​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$270,356​$246,933​$172,163​$157,255​$168,474​$179,392​$276,970​$1,471,543
Watch​​—​​—​​113​​20,631​​746​​5,873​​—​​27,363
Special Mention​​—​​—​​75​​—​​184​​6,944​​2,688​​9,891
Substandard​​556​​—​​4,519​​3,040​​1,552​​35​​90​​9,792
Total Other Commercial​$270,912​$246,933​$176,870​$180,926​$170,956​$192,244​$279,748​$1,518,589
Current period gross charge-off​$—​$—​$(140)​$(2,617)​$—​$(3,514)​$—​$(6,271)
​​​​​​​​​​​​​​​​​​​​​​​​​
Total Commercial​​​​​​​​​​​​​​​​​​​​​​​​
Pass​$3,587,044​$2,344,510​$2,335,753​$2,927,139​$2,121,902​$6,041,502​$2,049,455​$21,407,305
Watch​​34,541​​53,433​​99,909​​126,599​​149,490​​183,575​​135,259​​782,806
Special Mention​​17,391​​29,235​​39,298​​106,433​​88,881​​198,574​​91,031​​570,843
Substandard​​6,032​​20,612​​60,670​​141,369​​85,304​​253,193​​89,147​​656,327
Doubtful​​—​​—​​—​​—​​—​​135​​—​​135
Total Commercial​$3,645,008​$2,447,790​$2,535,630​$3,301,540​$2,445,577​$6,676,979​$2,364,892​$23,417,416
Total current period gross charge-off​$—​$(1,605)​$(209)​$(5,100)​$(50)​$(4,584)​$(34,451)​$(45,999)

-31-

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 charge-offs of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of September 30, (dollars in thousands):

​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · 2026
​ · ​ · ​ · Term Loans Amortized Cost Basis by Origination Year · ​ · Revolving · ​ · ​ · ​
​ · ​ · 2026 · ​ · 2025 · ​ · 2024 · ​ · 2023 · ​ · 2022 · ​ · Prior · ​ · Loans · ​ · Total
Residential 1-4 Family – Consumer​​​​​​​​​​​​​​​​​​​​​​​​
Current​$353,472​$332,614​$179,205​$179,115​$653,807​$1,239,619​$13,664​$2,951,496
30-59 Days Past Due​​—​​260​​391​​426​​481​​801​​—​​2,359
60-89 Days Past Due​​—​​137​​36​​836​​1,317​​3,775​​—​​6,101
90+ Days Past Due​​—​​504​​1,168​​620​​1,730​​3,304​​223​​7,549
Nonaccrual​​—​​454​​619​​997​​6,078​​15,758​​263​​24,169
Total Residential 1-4 Family – Consumer​$353,472​$333,969​$181,419​$181,994​$663,413​$1,263,257​$14,150​$2,991,674
Current period gross charge-off​$—​$—​$(22)​$(96)​$—​$(41)​$(13)​$(172)
​​​​​​​​​​​​​​​​​​​​​​​​​
Residential 1-4 Family – Revolving​​​​​​​​​​​​​​​​​​​​​​​​
Current​$16,221​$15,130​$8,866​$18,564​$31,828​$10,988​$1,229,725​$1,331,322
30-59 Days Past Due​​—​​73​​—​​247​​160​​13​​3,436​​3,929
60-89 Days Past Due​​—​​—​​—​​—​​229​​23​​1,838​​2,090
90+ Days Past Due​​—​​—​​27​​139​​30​​24​​4,950​​5,170
Nonaccrual​​—​​53​​—​​121​​75​​—​​4,130​​4,379
Total Residential 1-4 Family – Revolving​$16,221​$15,256​$8,893​$19,071​$32,322​$11,048​$1,244,079​$1,346,890
Current period gross charge-off​$—​$—​$—​$—​$—​$—​$(125)​$(125)
​​​​​​​​​​​​​​​​​​​​​​​​​
Auto​​​​​​​​​​​​​​​​​​​​​​​​
Current​$2,402​$1,499​$1,081​$23,598​$55,214​$23,578​$—​$107,372
30-59 Days Past Due​​—​​—​​—​​362​​937​​498​​—​​1,797
60-89 Days Past Due​​—​​—​​—​​67​​399​​169​​—​​635
90+ Days Past Due​​—​​—​​18​​21​​141​​137​​—​​317
Nonaccrual​​—​​29​​—​​28​​192​​48​​—​​297
Total Auto​$2,402​$1,528​$1,099​$24,076​$56,883​$24,430​$—​$110,418
Current period gross charge-off​$—​$(25)​$—​$(239)​$(370)​$(270)​$—​$(904)
​​​​​​​​​​​​​​​​​​​​​​​​​
Consumer​​​​​​​​​​​​​​​​​​​​​​​​
Current​$12,696​$9,290​$4,854​$2,682​$2,720​$25,246​$48,370​$105,858
30-59 Days Past Due​​13​​45​​20​​36​​8​​80​​24​​226
60-89 Days Past Due​​—​​48​​15​​292​​24​​327​​38​​744
90+ Days Past Due​​6​​33​​23​​15​​9​​206​​35​​327
Nonaccrual​​—​​—​​—​​—​​3​​—​​—​​3
Total Consumer​$12,715​$9,416​$4,912​$3,025​$2,764​$25,859​$48,467​$107,158
Current period gross charge-off​$(30)​$(165)​$(86)​$(24)​$(16)​$(369)​$(103)​$(793)
​​​​​​​​​​​​​​​​​​​​​​​​​
Total Consumer​​​​​​​​​​​​​​​​​​​​​​​​
Current​$384,791​$358,533​$194,006​$223,959​$743,569​$1,299,431​$1,291,759​$4,496,048
30-59 Days Past Due​​13​​378​​411​​1,071​​1,586​​1,392​​3,460​​8,311
60-89 Days Past Due​​—​​185​​51​​1,195​​1,969​​4,294​​1,876​​9,570
90+ Days Past Due​​6​​537​​1,236​​795​​1,910​​3,671​​5,208​​13,363
Nonaccrual​​—​​536​​619​​1,146​​6,348​​15,806​​4,393​​28,848
Total Consumer​$384,810​$360,169​$196,323​$228,166​$755,382​$1,324,594​$1,306,696​$4,556,140
Total current period gross charge-off​$(30)​$(190)​$(108)​$(359)​$(386)​$(680)​$(241)​$(1,994)

-32-

The following table details the amortized cost and gross charge-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):

​​​​​​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · 2025
​ · ​ · ​ · Term Loans Amortized Cost Basis by Origination Year · ​ · Revolving · ​ · ​ · ​
​ · ​ · 2025 · ​ · 2024 · ​ · 2023 · ​ · 2022 · ​ · 2021 · ​ · Prior · ​ · Loans · ​ · Total
Residential 1-4 Family – Consumer​​​​​​​​​​​​​​​​​​​​​​​​
Current​$334,528​$195,624​$203,804​$688,989​$596,987​$736,230​$16,628​$2,772,790
30-59 Days Past Due​​393​​77​​2,773​​2,865​​1,600​​10,029​​174​​17,911
60-89 Days Past Due​​525​​700​​124​​2,186​​336​​1,757​​—​​5,628
90+ Days Past Due​​—​​452​​309​​376​​937​​3,503​​56​​5,633
Nonaccrual​​—​​180​​1,146​​5,233​​3,501​​12,690​​547​​23,297
Total Residential 1-4 Family – Consumer​$335,446​$197,033​$208,156​$699,649​$603,361​$764,209​$17,405​$2,825,259
Current period gross charge-off​$—​$—​$—​$(122)​$—​$(53)​$—​$(175)
​​​​​​​​​​​​​​​​​​​​​​​​​
Residential 1-4 Family – Revolving​​​​​​​​​​​​​​​​​​​​​​​​
Current​$19,309​$12,011​$23,625​$37,365​$8,604​$4,873​$1,127,245​$1,233,032
30-59 Days Past Due​​—​​21​​110​​104​​—​​43​​3,716​​3,994
60-89 Days Past Due​​—​​11​​47​​123​​—​​—​​1,976​​2,157
90+ Days Past Due​​—​​—​​273​​—​​—​​18​​3,167​​3,458
Nonaccrual​​59​​—​​129​​91​​—​​37​​5,327​​5,643
Total Residential 1-4 Family – Revolving​$19,368​$12,043​$24,184​$37,683​$8,604​$4,971​$1,141,431​$1,248,284
Current period gross charge-off​$—​$—​$—​$—​$—​$—​$(375)​$(375)
​​​​​​​​​​​​​​​​​​​​​​​​​
Auto​​​​​​​​​​​​​​​​​​​​​​​​
Current​$1,987​$1,770​$36,214​$88,117​$36,540​$13,987​$—​$178,615
30-59 Days Past Due​​52​​—​​635​​1,624​​737​​284​​—​​3,332
60-89 Days Past Due​​—​​—​​113​​431​​166​​87​​—​​797
90+ Days Past Due​​—​​—​​57​​221​​74​​52​​—​​404
Nonaccrual​​—​​—​​122​​257​​147​​46​​—​​572
Total Auto​$2,039​$1,770​$37,141​$90,650​$37,664​$14,456​$—​$183,720
Current period gross charge-off​$(146)​$—​$(284)​$(886)​$(246)​$(181)​$—​$(1,743)
​​​​​​​​​​​​​​​​​​​​​​​​​
Consumer​​​​​​​​​​​​​​​​​​​​​​​​
Current​$14,244​$8,307​$4,691​$5,986​$4,856​$25,883​$56,839​$120,806
30-59 Days Past Due​​14​​28​​11​​30​​2​​309​​50​​444
60-89 Days Past Due​​30​​25​​19​​21​​1​​69​​6​​171
90+ Days Past Due​​4​​16​​1​​16​​—​​8​​10​​55
Nonaccrual​​—​​2​​—​​8​​2​​—​​—​​12
Total Consumer​$14,292​$8,378​$4,722​$6,061​$4,861​$26,269​$56,905​$121,488
Current period gross charge-off​$(10)​$(248)​$(262)​$(50)​$(37)​$(786)​$(179)​$(1,572)
​​​​​​​​​​​​​​​​​​​​​​​​​
Total Consumer​​​​​​​​​​​​​​​​​​​​​​​​
Current​$370,068​$217,712​$268,334​$820,457​$646,987​$780,973​$1,200,712​$4,305,243
30-59 Days Past Due​​459​​126​​3,529​​4,623​​2,339​​10,665​​3,940​​25,681
60-89 Days Past Due​​555​​736​​303​​2,761​​503​​1,913​​1,982​​8,753
90+ Days Past Due​​4​​468​​640​​613​​1,011​​3,581​​3,233​​9,550
Nonaccrual​​59​​182​​1,397​​5,589​​3,650​​12,773​​5,874​​29,524
Total Consumer​$371,145​$219,224​$274,203​$834,043​$654,490​$809,905​$1,215,741​$4,378,751
Total current period gross charge-off​$(156)​$(248)​$(546)​$(1,058)​$(283)​$(1,020)​$(554)​$(3,865)

As of September 30, 2026 and December 31, 2025, the Company didnot have any material revolving loans convert to term.

-33-

5. LEASES

Lessor Arrangements

The Company’s lessor arrangements consist of sales-type and direct financing leases for equipment, including vehicles and machinery, with original terms ranging from 17 months to 122 months. At September 30, 2026 and December 31, 2025, the carrying value of residual assets covered by residual value guarantees and residual value insurance was$138.7 million and$122.4 million, respectively.

Total net investment in sales-type and direct financing leases are included in “Loans held for investment, net of unearned income” on the Company’s Consolidated Balance Sheets and consisted of the following as of the periods ended (dollars in thousands):

​​​​​​​​
​ · ​ ​ ​ · September 30,2026 · ​ · ​ · December 31,2025
Sales-type and direct financing leases:​​​​​​​
Lease receivables, net of unearned income and deferred selling profit​$760,599​​$614,543
Unguaranteed residual values, net of unearned income and deferred selling profit​​48,441​​​41,570
Total net investment in sales-type and direct financing leases$809,040​​$656,113

Lessee Arrangements

The Company’s lessee arrangements consist of operating and finance leases. The majority of the operating leases have been classified as non-cancellable real estate leases with remaining lease terms of up to 15 years. The majority of the finance leases have been classified as non-cancellable ATM leases with remaining lease terms of up to 7 years.

The tables below provide information about the Company’s lessee lease portfolio and other supplemental lease information as of and for the following periods ended (dollars in thousands):

​​​​​​​​​​​​​​​​​​
​ · ​ ​ ​ · September 30, 2026 · ​ · ​ · ​ · December 31, 2025 · ​
​ · ​ · Operating · ​ · ​ · Finance · ​ · ​ · ​ · Operating · ​ · ​ · Finance · ​
ROU assets​$98,859​​$12,071​​​$98,073​​$9,191​
Lease liabilities​​117,969​​​13,825​​​​118,915​​​10,895​
Lease term and discount rate of leases:​​​​​​​​​​​​​​​​
Weighted-average remaining lease term (years)​7.86​​​10.15​​​​8.22​​​10.35​
Weighted-average discount rate (1)​5.72%​​4.12%​​​5.69%​​3.63%

(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.*

-34-

​​​​​​​
​ · ​ · Nine months ended September 30,
​2026​2025
Cash paid for amounts included in measurement of lease liabilities:​​​​​​
Operating Cash Flows from Finance Leases​$312​$57
Operating Cash Flows from Operating Leases​​19,322​​16,680
Financing Cash Flows from Finance Leases​​1,042​​994
ROU assets obtained in exchange for lease obligations:​​​​​​
Operating leases​$14,323​$15,671
Finance leases​​3,971​​2,816
​​​​​​​​​​​​​
​ · ​ · Three months ended September 30, · ​ · Nine months ended September 30,
​​​2026​​2025​​2026​​2025
Net Operating Lease Cost​$5,640​$5,924$17,359​$15,264
Finance Lease Cost:​​​​​​​​​​​​
Amortization of right-of-use assets​​413​​245​​1,091​​704
Interest on lease liabilities​​125​​25​312​​57
Total Lease Cost​$6,178​$6,194​$18,762​$16,025

The maturities of lessor and lessee arrangements outstanding as of September 30, 2026 are presented in the table below for the years ending (dollars in thousands):

​​​​​​​​​​
​ · ​ · Lessor · ​ · Lessee
​ · ​ · ​ · Sales-type and Direct Financing · ​ · Operating · ​ · Finance
For the remaining three months of 2026​$49,438​$6,741​$633
2027​207,388​​25,566​​2,519
2028​180,310​​23,083​​2,594
2029​152,265​​18,785​​1,242
2030​​119,122​​15,422​​1,120
Thereafter​166,475​​62,906​​9,462
Total undiscounted cash flows​874,998​​152,503​​17,570
Less: Adjustments (1)​114,399​​34,534​​3,745
Total (2)​$760,599​$117,969​$13,825

(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*.*

6. BORROWINGS

*Available Borrowing Capacity and Short-Term Borrowings

*The Company classifies borrowings with original maturities of one year or less as short-term. Short-term borrowings consist primarily of securities sold under repurchase agreements, which are secured customer transactions that generally mature on the following business day, and advances from the FHLB. The Company can also utilize federal funds purchased (secured overnight borrowings from other financial institutions) and other lines of credit, as needed. Total short-term borrowings consisted of the following as of the periods ended (dollars in thousands):

​​​​​​​​
​ · ​ ​ ​ · September 30, · ​ · December 31,
​ · ​ · 2026 · ​ · 2025
Securities sold under agreements to repurchase​$114,650​$75,432​
FHLB advances​650,000​650,000​
Total short-term borrowings​$764,650​$725,432​
​​​​​​​​
Average outstanding balance during the period​$674,386​$175,929​
Average interest rate during the period​3.68%3.44%
Average interest rate at end of period​3.77%3.15%

-35-

Short-term borrowings are used to manage normal liquidity and support the Company’s asset and liability management strategies and can fluctuate depending on funding needs. The Company’s available unused short-term borrowings consisted of the following as of the periods ended (dollars in thousands):

​​​​​​​​
​ · ​ ​ ​ · September 30, · ​ · December 31,
​ · ​ · 2026 · ​ · 2025 · ​
Federal funds lines with correspondent banks​$1,388,000​$1,410,000​
Alternative line of credit with correspondent bank​​25,000​​25,000​
FHLB secured line of credit (1)​4,898,679​5,277,231​
Federal Reserve Discount Window (2)​​1,212,083​​2,573,492​
Other secondary sources (3)​​4,715,146​​4,960,331​
Total available unused short-term borrowings​$12,238,908​$14,246,054​

(1) The Company’s total credit capacity with FHLB was*$11.4** billion and**$11.1** billion at September 30, 2026 and December 31, 2025, respectively*.Based on the amount of collateral pledged, the secured line of credit capacity was*$5.5** billion and**$5.9** billion at September 30, 2026 and December 31, 2025, respectively.*

(2) The Company’s Federal Reserve Discount Window borrowing capacity was*$1.2** billion and**$2.6** billion at September 30, 2026 and December 31, 2025, respectively.No amounts were outstanding under the Federal Reserve Discount Window at either date.*

(3)Includes unpledged AFS and HTM securities, available brokered deposit capacity, and unrestricted cash and cash equivalents.

Refer to Note 7 “Commitments and Contingencies” within this Item 1 of this Quarterly Report 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 September 30, 2026 and December 31, 2025.

*Long-term Borrowings

During the third quarter of 2026, the Company issued$250.0 million in aggregate principal amount of its 6.25% Fixed-to-Floating Rate Subordinated Notes due August 1, 2036 (the “2036 Subordinated Notes”). The 2036 Subordinated Notes convert to a floating rate equal to Three-Month Term Secured Overnight Financing Rate (“SOFR”), plus a spread of 213 bps on August 1, 2031. Net proceeds from the issuance, after underwriting discounts and offering expenses, were approximately$246.8 million.

The Company used the net proceeds from the issuance of the 2036 Subordinated Notes to redeem the$168.0 million principal amount of its previously outstanding 4.25% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2029 Subordinated Notes”), plus accrued interest, and for general corporate purposes. The 2029 Subordinated Notes transitioned to a floating interest rate on November 15, 2024, and had a rate of 6.53% at the time of redemption. As a result of the redemption, the Company recognized a$2.7 million pre-tax loss on debt extinguishment in the third quarter of 2026, recorded within noninterest expense, reflecting the acceleration of acquisition-related fair value marks associated with the 2029 Subordinated Notes.

-36-

Total long-term borrowings consisted of the following as of September 30, 2026 (dollars in thousands):

​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Spread to · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Principal · ​ · ​ · 3-Month SOFR · ​ · Rate (3) · ​ · Maturity · ​ · Investment (4)
Trust Preferred Capital Securities (5)​​​​​​​​​​​​​​
Trust Preferred Capital Note – Statutory Trust I​$22,500​​2.75% (1)​7.09%6/17/2034​$696
Trust Preferred Capital Note – Statutory Trust II​36,000​1.40% (1)​5.74%6/15/2036​1,114
VFG Limited Liability Trust I Indenture​20,000​2.73% (1)​7.07%3/18/2034​619
FNB Statutory Trust II Indenture​12,000​3.10% (1)​7.44%6/26/2033​372
Gateway Capital Statutory Trust I​8,000​3.10% (1)​7.44%9/17/2033​248
Gateway Capital Statutory Trust II​7,000​2.65% (1)​6.99%6/17/2034​217
Gateway Capital Statutory Trust III​15,000​1.50% (1)​5.84%5/30/2036​464
Gateway Capital Statutory Trust IV​25,000​1.55% (1)​5.89%7/30/2037​774
MFC Capital Trust II​5,000​2.85% (1)​7.19%1/23/2034​155
AMNB Statutory Trust I​​20,000​​1.35% (1)​5.69%6/30/2036​​619
MidCarolina Trust I​​5,000​​3.45% (2)​7.53%11/7/2032​​155
MidCarolina Trust II​​3,500​​2.95% (2)​7.03%1/7/2034​​109
Total Trust Preferred Capital Securities​$179,000​​​​​​$5,542
Subordinated Debt (5)​​​​​​​​​​​​​​
2031 Subordinated Notes (6)​$250,000​​—%​2.88%12/15/2031​​​
2032 Subordinated Notes (7)​​190,000​​—%​3.88%3/30/2032​​​
2036 Subordinated Notes (8)​​250,000​​—%​6.25%8/1/2036​​​
Total Subordinated Debt​$690,000​​​​​​​​​​​
Fair Value Discount (9)​​(16,789)​​​​​​​​​​​
Investment in Trust Preferred Capital Securities​​5,542​​​​​​​​​​​
Total Long-term Borrowings​$857,753​​​​​​​​​​​

(1) Three-Month Chicago Mercantile ExchangeSOFR +0.262%.

(2) Three-Month Chicago Mercantile Exchange SOFR.

(3) Rate as of September 30, 2026. 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) Trust Preferred Capital Securities and Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

(6) 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.

(7) 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.

(8) Fixed-to-floating rate notes. On August 1, 2031, the interest rate changes to a floating rate equal to the then current Three-Month Term SOFR plus a spread of213 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after August 1, 2031.

(9) Remaining discounts of*$12.0** million and**$4.8** million on Trust Preferred Capital Securities and Subordinated Debt, respectively.*

-37-

Total long-term borrowings consisted of the following as of December 31, 2025 (dollars in thousands):

​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Spread to · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Principal · ​ · ​ · 3-Month SOFR · ​ · Rate (3) · ​ · Maturity · ​ · Investment (4)
Trust Preferred Capital Securities (5)​​​​​​​​​​​​​​
Trust Preferred Capital Note – Statutory Trust I​$22,500​​2.75% (1)​6.66%6/17/2034​$696
Trust Preferred Capital Note – Statutory Trust II​36,000​1.40% (1)​5.31%6/15/2036​1,114
VFG Limited Liability Trust I Indenture​20,000​2.73% (1)​6.64%3/18/2034​619
FNB Statutory Trust II Indenture​12,000​3.10% (1)​7.01%6/26/2033​372
Gateway Capital Statutory Trust I​8,000​3.10% (1)​7.01%9/17/2033​248
Gateway Capital Statutory Trust II​7,000​2.65% (1)​6.56%6/17/2034​217
Gateway Capital Statutory Trust III​15,000​1.50% (1)​5.41%5/30/2036​464
Gateway Capital Statutory Trust IV​25,000​1.55% (1)​5.46%7/30/2037​774
MFC Capital Trust II​5,000​2.85% (1)​6.76%1/23/2034​155
AMNB Statutory Trust I​​20,000​​1.35% (1)​5.26%6/30/2036​​619
MidCarolina Trust I​​5,000​​3.45% (2)​7.10%11/7/2032​​155
MidCarolina Trust II​​3,500​​2.95% (2)​6.60%1/7/2034​​109
Total Trust Preferred Capital Securities​$179,000​​​​​​$5,542
Subordinated Debt (5)​​​​​​​​​​​​​​
2031 Subordinated Notes (6)​​250,000​​—%​2.88%12/15/2031​​​
2032 Subordinated Notes (7)​​190,000​​—%​3.88%3/30/2032​​​
2029 Subordinated Notes (8)​​168,000​​2.62% (1)​6.53%11/15/2029​​​
Total Subordinated Debt​$608,000​​​​​​​​​​​
Fair Value Discount (9)​​(20,682)​​​​​​​​​​​
Investment in Trust Preferred Capital Securities​​5,542​​​​​​​​​​​
Total Long-term Borrowings​$771,860​​​​​​​​​​​

(1) Three-Month Chicago Mercantile Exchange* SOFR** +0.262%.*

(2)* Three-Month Chicago Mercantile Exchange SOFR.*

(3)* Rate as of December 31, 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) Trust Preferred Capital Securities and Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

(6)* 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.*

(7) 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.

(8) 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 could be redeemed before maturity on any interest payment date occurring on or after November 15, 2024.

(9)* Remaining discounts of**$12.9** million and**$7.8** million on Trust Preferred Capital Securities and Subordinated Debt, respectively.*

-38-

As of September 30, 2026, 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 three months of 2026​$—​$—​$(439)​$(439)
2027​—​—​(1,783)​(1,783)
2028​​—​​—​​(1,833)​(1,833)
2029​​—​​—​​(1,882)​​(1,882)
2030​​—​​—​​(1,934)​​(1,934)
Thereafter​184,542​690,000​(8,918)​865,624
Total long-term borrowings​$184,542​$690,000​$(16,789)​$857,753

(1)* Includes discount on Trust Preferred Capital Securities and Subordinated Debt**.*

7. 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. Based on information currently available, management does not believe that the ultimate resolution of these matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.

*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 economic conditions, and reasonable and supportable forecasted economic conditions, among other factors in the consideration of expected credit losses in the Company’s off-balance sheet commitments to extend credit.

At September 30, 2026 and December 31, 2025, the Company’s RUC totaled$32.8 million and$26.2 million, respectively. The Company also records an indemnification reserve based on historical statistics and loss rates related to mortgage loans previously sold, which totaled $499 thousand and$506 thousand, respectively, at September 30, 2026 and December 31, 2025. The RUC and indemnification reserve are included in “Other Liabilities” on the Company’s Consolidated Balance Sheets.

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.

-39-

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.

The following table presents the balances of commitments and contingencies as of the periods ended (dollars in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​September 30, 2026​ ​ ​December 31, 2025
Commitments with off-balance sheet risk:​​​​
Commitments to extend credit (1)​$10,162,598​$9,733,175
Letters of credit​194,825​224,068
Total commitments with off-balance sheet risk​$10,357,423​$9,957,243

(1)* Includes unfunded overdraft protection*.

As of September 30, 2026 and December 31, 2025, the Company held$129.3 million and$169.5 million, respectively, in deposits in other financial institutions including$40.1 million and$124.7 million at each date, respectively, pledged as collateral for cash flow, fair value, and loan swap derivatives. Uninsured deposits in other financial institutions totaled$86.2 million and$41.9 million at September 30, 2026 and December 31, 2025, respectively. The Company’s management evaluates the loss risk of its uninsured deposits in other financial institutions at least annually.

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 8 “Derivatives” within this Item 1 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 maintains robust 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 September 30, 2026 · ​ · ​ · ​
​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · AFS · ​ ​ ​ · HTM · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​
​ · ​ · Cash · ​ · Securities (1) · ​ · Securities (1) · ​ · Loans · ​ · Total
Public deposits​$—​$1,156,521​$532,507​$—​$1,689,028
Repurchase agreements​—​194,644​—​—​194,644
FHLB advances (2)​—​446,736​8,717​8,303,325​8,758,778
Derivatives (3)​40,091​64,683​—​—​104,774
Federal Reserve Discount Window (4)​​—​​—​​—​​2,025,782​​2,025,782
Other purposes​—​​80,099​​—​​—​​80,099
Total pledged assets​$40,091​$1,942,683​$541,224​$10,329,107​$12,853,105

(1)* Balance represents market value.*

(2)* The loan balance pledged to FHLB represents unpaid principal balance.*

(3)The cash balance pledged to derivatives represents net cash collateral position associated with derivative contracts.

(4)The loan balance pledged to Federal Reserve Discount Window represents unpaid principal balance.

-40-

​​​​​​​​​​​​​​​​
​ · ​ · Pledged Assets as of December 31, 2025 · ​ · ​ · ​
​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · AFS · ​ ​ ​ · HTM · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​
​ · ​ · Cash · ​ · Securities (1) · ​ · Securities (1) · ​ · Loans · ​ · Total
Public deposits​$—​$1,249,969​$607,061​$—​$1,857,030
Repurchase agreements​—​203,404​—​—​203,404
FHLB advances (2)​—​518,895​9,486​8,832,269​9,360,650
Derivatives​124,667​64,037​—​—​188,704
Federal Reserve Discount Window (3)​​—​​—​​—​​3,363,761​​3,363,761
Other purposes​—​​63,924​​—​​—​​63,924
Total pledged assets​$124,667​$2,100,229​$616,547​$12,196,030​$15,037,473

(1)* Balance represents market value.*

(2)* The loan balance pledged to FHLB represents unpaid principal balance.*

(3)The loan balance pledged to Federal Reserve Discount Window represents unpaid principal balance*.*

8**. DERIVATIVES**

The Companyhas cash flow and fair value hedges that are derivatives designated as accounting hedges. As of September 30, 2026, the Company expects to reclassify approximately$18.9 million in pre-tax losses related to cash flow hedges from AOCI into earnings over the next 12 months. 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):

​​​​​​​​​​​​​​​​​​
​ · September 30, 2026 · ​ ​ ​ · December 31, 2025
​ · ​ · ​ · ​ · 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​$12​$4,287​$900,000​$1,444​$643
Fair value hedges:​​​​​​​​​​​
Loans​59,874​​753​​—​​63,993​​635​​—
Securities​50,000​​98​​—​​50,000​​294​​—
Derivatives not designated as accounting hedges:​​​​​​​​​​​​​​​​​
Interest rate contracts (3)(4)12,274,213​176,480​245,275​10,530,098​110,311​165,860
Foreign exchange contracts​11,143​​208​​196​​6,266​​2​​187
​​​​​​​​​​​​​​​​​​
Cash collateral (received)/pledged (5)$—​$(21,623)​$4,990​$—​$(21,297)​$3,970

(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 and pledged are included in “Interest-bearing deposits in other banks” on the Company’s Consolidated Balance Sheets.

-41-

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):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · September 30, 2026 · ​ · December 31, 2025
​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · 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)​$60,385​$(90)​$66,763​$(292)
Loans (3)​59,874​(9,677)​63,993​(7,908)

(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 September 30, 2026 and December 31, 2025 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 September 30, 2026 and December 31, 2025 was*$9.8** million and**$8.0** million, respectively.*

9. 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.

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*Share Repurchase Program

Share repurchase activity is evaluated based on the Company’s capital deployment priorities and is subject to market, economic, and regulatory considerations. Share repurchases may be executed through either open market transactions or privately negotiated transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The cost of treasury stock repurchases include applicable federal excise tax imposed on certain stock repurchases under the Inflation Reduction Act of 2022. The excise tax is recognized as an additional cost of repurchased shares and recorded as a reduction of stockholders’ equity.

On May 5, 2026, the Company’s Board of Directors authorized a share repurchase program (the “Repurchase Program”) to purchase up to$250.0 million of the Company’s common stock through May 5, 2027.

Since the inception of the Repurchase Program authorized on May 5, 2026, the Company has repurchased an aggregate of approximately 1.8 million shares of common stock for$72.5 million at an average purchase price of$40.84 per share. As of September 30, 2026, approximately$177.5 million remained available under the Repurchase Program for future share repurchases. The Company did not have an active share repurchase program during 2025.

*Series A Preferred Stock

The Company has 6,900,000 depositary shares outstanding, each representing a 1/400th ownership interest in a share of its Series A preferred stock, with a liquidation preference of$10 thousand per share of Series A preferred stock (equivalent to$25 per depositary share), including 900 thousand depositary shares pursuant to the exercise in full by the underwriters of their option to purchase additional depositary shares. Series A preferred stock dividends, if declared by the Board or a fully authorized committee of the Board, are paid by the Company in arrears on the first business day of March, June, September, and December of each year at a rate of 6.875% per annum.

*Accumulated Other Comprehensive Income (Loss)

The change in AOCI for the three and nine months ended September 30, 2026 is summarized as follows, net of tax (dollars in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​Unrealized​​​​Unrealized​​​
​ · ​ · Gains (Losses) · ​ · Change in Fair · ​ · Gains · ​ · ​ · ​
​ · ​ · on AFS · ​ · Value of Cash · ​ · (Losses) on · ​ · ​ · ​
​ · ​ · Securities · ​ · Flow Hedge · ​ · BOLI · ​ · Total
AOCI (loss) – June 30, 2026​$(251,234)​$(25,275)​$(284)​$(276,793)
Other comprehensive (loss) income:​​​​​​​​​​
Other comprehensive loss before reclassification​(122,395)​​(5,854)​​—​(128,249)
Amounts reclassified from AOCI into earnings​(8)​​2,701​​(68)​2,625
Net current period other comprehensive loss​(122,403)​(3,153)​(68)​(125,624)
AOCI (loss) – September 30, 2026​$(373,637)​$(28,428)​$(352)​$(402,417)
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​​Unrealized​​​​Unrealized​​​
​ · ​ · Gains (Losses) · ​ · Change in Fair · ​ · Gains · ​ · ​ · ​
​ · ​ · on AFS · ​ · Value of Cash · ​ · (Losses) on · ​ · ​ · ​
​ · ​ · Securities · ​ · Flow Hedge · ​ · BOLI · ​ · Total
AOCI (loss) – December 31, 2025​$(234,702)​$(21,165)​$(220)​$(256,087)
Other comprehensive (loss) income:​​​​​​​​​​
Other comprehensive (loss) income before reclassification​(138,923)​​(15,218)​​356​(153,785)
Amounts reclassified from AOCI into earnings​(12)​​7,955​​(488)​7,455
Net current period other comprehensive loss​(138,935)​(7,263)​(132)​(146,330)
AOCI (loss) – September 30, 2026​$(373,637)​$(28,428)​$(352)​$(402,417)

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The change in AOCI for the three and nine months ended September 30, 2025 is summarized as follows, net of tax (dollars in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Unrealized · ​ · ​ · ​ · ​ · Unrealized · ​ · ​ · ​
​ · ​ · Gains (Losses) · ​ · Change in Fair · ​ · Gains · ​ · ​ · ​
​ · ​ · on AFS · ​ · Value of Cash · ​ · (Losses) · ​ · ​ · ​
​ · ​ · Securities · ​ · Flow Hedge · ​ · on BOLI · ​ · Total
AOCI (loss) – June 30, 2025​$(294,373)​$(26,540)​$127​$(320,786)
Other comprehensive (loss) income:​​​​​​​​​​​
Other comprehensive income (loss) before reclassification​35,020​​(1,026)​​—​​33,994
Amounts reclassified from AOCI into earnings​(3)​​3,889​​(202)​​3,684
Net current period other comprehensive income (loss)​35,017​2,863​(202)​37,678
AOCI (loss) – September 30, 2025​$(259,356)​$(23,677)​$(75)​$(283,108)
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Unrealized · ​ · ​ · ​ · ​ · Unrealized · ​ · ​ · ​
​ · ​ · Gains (Losses) · ​ · Change in Fair · ​ · Gains · ​ · ​ · ​
​ · ​ · on AFS · ​ · Value of Cash · ​ · (Losses) · ​ · ​ · ​
​ · ​ · Securities · ​ · Flow Hedge · ​ · on BOLI · ​ · Total
AOCI (loss) – December 31, 2024​$(317,142)​$(43,078)​$534​$(359,686)
Other comprehensive (loss) income:​​​​​​​​​​​
Other comprehensive income (loss) before reclassification​57,721​​7,899​​(10)​​65,610
Amounts reclassified from AOCI into earnings​65​​11,502​​(599)​​10,968
Net current period other comprehensive income (loss )​57,786​19,401​(609)​76,578
AOCI (loss) – September 30, 2025​$(259,356)​$(23,677)​$(75)​$(283,108)

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10. 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 September 30, 2026 and December 31, 2025. 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. ​
●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 techniques based on observable market inputs 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 September 30, 2026 and December 31, 2025. 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.

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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 September 30, 2026 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​$89,383​$10,408​$—​$99,791
Obligations of states and political subdivisions​—​439,216​—​439,216
Corporate and other bonds (1)​—​204,545​—​204,545
MBS​—​3,003,392​—​3,003,392
Other securities​—​2,021​—​2,021
LHFS​—​16,825​—​16,825
Financial Derivatives (2)​—​177,551​—​177,551
​​​​​​​​​​​​​
LIABILITIES​​​​​​​​​​​​
Financial Derivatives (2)​$—​$249,758​$—​$249,758

(2)* Includes hedged and non-hedged derivatives.*

​​​​​​​​​​​​​
​ · ​ ​ ​ · Fair Value Measurements at December 31, 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​$88,946​$15,056​$—​$104,002
Obligations of states and political subdivisions​—​487,885​—​487,885
Corporate and other bonds (1)​—​217,934​—​217,934
MBS​—​3,382,524​—​3,382,524
Other securities​—​1,956​—​1,956
LHFS​—​18,486​—​18,486
Financial Derivatives (2)​—​112,686​—​112,686
​​​​​​​​​​​​​
LIABILITIES​​​​​​​​​​​​
Financial Derivatives (2)​$—​$166,690​$—​$166,690

(1)Other bonds include asset-backed securities.

(2)Includes hedged and non-hedged derivatives.

-46-

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, only when there is evidence of impairment or other triggering events and typically include LHFS, foreclosed properties, impaired long lived assets including bank premises, collateral dependent loans that are individually assessed for credit purposes, and impaired other intangibles. 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. 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 using
​ · ​ ​ ​ · ​ · ​ · ​ ​ ​ · Significant · ​ ​ ​ · ​ · ​ · ​ ​ ​ · ​ · ​
​ · ​ · Quoted Prices in · ​ · Other · ​ · Significant · ​ · ​ · ​
​ · ​ · Active Markets for · ​ · Observable · ​ · Unobservable · ​ · ​ · ​
​ · ​ · Identical Assets · ​ · Inputs · ​ · Inputs · ​ · ​ · ​
​ · ​ · Level 1 · ​ · Level 2 · ​ · Level 3 · ​ · Balance
September 30, 2026​​​​​​​​​​​​
ASSETS​​​​​​​​​​​​
Individually assessed loans​$—​$—​$—​$—
December 31, 2025​​​​​​​​​​​​
ASSETS​​​​​​​​​​​​
Individually assessed loans (1)​$—​$—​$1,330​$1,330

(1) Net of reserves of*$203** thousand related to collateral dependent loans as of December 31, 2025.*

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*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 September 30, 2026 and December 31, 2025.
●Loans Held for Investment: The fair value of LHFI were estimated using an exit price, representing the amount that would be expected to be received if the Company sold the LHFI. The fair value of performing LHFI 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 LHFI 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, securities sold 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.

-48-

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 September 30, 2026 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​$700,761​$700,761​$—​$—​$700,761
AFS securities​3,748,965​89,383​3,659,582​—​3,748,965
HTM securities​845,326​—​761,390​856​762,246
Restricted stock​190,101​—​190,101​—​190,101
LHFS​16,825​—​16,825​—​16,825
LHFI, net of unearned income​29,296,616​—​—​28,853,785​28,853,785
Financial Derivatives (1)​177,551​—​177,551​—​177,551
Accrued interest receivable​129,229​—​129,229​—​129,229
BOLI​683,224​—​683,224​—​683,224
​​​​​​​​​​​​​​​​
LIABILITIES​​​​​​​​​​
Deposits​$30,965,529​$—​$30,947,823​$—​$30,947,823
Borrowings​1,622,403​—​1,592,353​—​1,592,353
Accrued interest payable​21,128​—​21,128​—​21,128
Financial Derivatives (1)​249,758​—​249,758​—​249,758

(1)* Includes hedged and non-hedged derivatives.*

​​​​​​​​​​​​​​​​
​ · ​ ​ ​ · Fair Value Measurements at December 31, 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​$966,462​$966,462​$—​$—​$966,462
AFS securities​4,194,301​88,946​4,105,355​—​4,194,301
HTM securities​884,216​—​855,906​906​856,812
Restricted stock​190,200​—​190,200​—​190,200
LHFS​18,486​—​18,486​—​18,486
LHFI, net of unearned income​27,796,167​—​—​27,517,137​27,517,137
Financial Derivatives (1)​112,686​—​112,686​—​112,686
Accrued interest receivable​131,741​—​131,741​—​131,741
BOLI​672,890​—​672,890​—​672,890
​​​​​​​​​​​​​​​​
LIABILITIES​​​​​​​​​​
Deposits​$30,471,636​$—​$30,467,372​$—​$30,467,372
Borrowings​1,497,292​—​1,435,699​—​1,435,699
Accrued interest payable​19,412​—​19,412​—​19,412
Financial Derivatives (1)​166,690​—​166,690​—​166,690

(1)* Includes hedged and non-hedged derivatives.** *

-49-

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.

11. INCOME TAXES

The Company’s effective tax rate was 21.1% for the quarter ended September 30, 2026, compared to 20.8% for the quarter ended September 30, 2025. For the nine months ended September 30, 2026 and September 30, 2025, the effective tax rates were 21.1% and 17.2%, respectively. The increase in the effective tax rate for the nine months ended September 30, 2026 was primarily due to a$7.7 million income tax benefit recognized in the second quarter of 2025 related to the revaluation of the Company’s state net deferred tax asset following the Sandy Spring acquisition, as well as an overall increase in the proportion of taxable income to tax-exempt income.

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$5.8 million and$7.8 million as of September 30, 2026 and December 31, 2025, respectively. The decrease in the valuation allowance primarily reflected an increase in state taxable income, which increased the amount of certain state deferred tax assets expected to be utilized. The Company analyzed the tax positions taken or expected to be taken on its tax returns for the periods ending December 31, 2025, 2024, and 2023, and concluded the Company hadno material liability related to uncertain tax positions.

12. 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, while excluding any anti-dilutive weighted shares outstanding. Refer to Note 9 “Stockholders’ Equity” within this Item 1 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 nine months ended September 30, (dollars in thousands except per share data):

​​​​​​​​​​​​​
​ · ​ · Three Months Ended · ​ · Nine Months Ended
​ · ​ · 2026 · ​ · 2025 · ​ · 2026 · ​ · 2025
Net Income​​​​​​​​​​​​
Net Income​$136,632​$92,140​$419,811​$161,749
Less: Preferred stock dividends​​2,967​​2,967​​8,901​​8,901
Net income available to common shareholders​$133,665​$89,173​$410,910​$152,848
​​​​​​​​​​​​​
Weighted average shares outstanding, basic​141,293​141,729​141,762​124,403
Dilutive effect of stock awards and Forward Sale Agreements​349​257​317​392
Weighted average shares outstanding, diluted​141,642​141,986​142,079​124,795
​​​​​​​​​​​​​
Earnings per common share, basic​$0.95​$0.63​$2.90​$1.23
Earnings per common share, diluted​$0.94​$0.63​$2.89​$1.22
​​​​​​​​​​​​​

-50-

13. 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.

Segment Results

The following table presents and reconciles income before income taxes compared to the Consolidated Statements of Income. Income before income taxes totaled$173.2 million and$116.3 million for the three months ended September 30, 2026 and September 30, 2025, respectively. The information is disaggregated by major source and reportable operating segment for the three months ended September 30, (dollars in thousands):

​​​​​​​​​​​​​
​ · ​ · Wholesale Banking · ​ · Consumer Banking · ​ · Corporate Other · ​ · Total
2026​​​​​​​​​​​​
Interest and dividend income (expense) (1)​$453,821​$245,822​$(198,510)​$501,133
Interest expense (income) (1)​291,194​​134,699​​(253,182)​​172,711
Net interest income​​162,627​​111,123​​54,672​​328,422
Provision for credit losses​350​​5,186​​195​​5,731
Net interest income after provision for credit losses​162,277​​105,937​​54,477​​322,691
Noninterest income​29,486​​18,864​​6,442​​54,792
Noninterest expense​92,941​​107,991​​3,401​​204,333
Income before income taxes​$98,822​$16,810​$57,518​$173,150
2025​​​​​​​​​​​​
Interest and dividend income (expense) (1)​$454,493​$252,031​$(203,087)​$503,437
Interest expense (income) (1)​293,637​​137,295​​(246,705)​​184,227
Net interest income​​160,856​​114,736​​43,618​​319,210
Provision for credit losses​14,368​​1,858​​7​​16,233
Net interest income after provision for credit losses​146,488​​112,878​​43,611​​302,977
Noninterest income​29,000​​19,945​​2,806​​51,751
Noninterest expense​92,982​​108,850​​36,614​​238,446
Income before income taxes​$82,506​$23,973​$9,803​$116,282

(1)The Company uses a funds transfer pricing methodology for net interest income, which utilizes the matched funding approach to allocate the cost of funds used or credit for funds provided to all operating loans and deposits, resulting in interest and dividend expense and interest income in the Corporate Other segment.

-51-

The following table presents and reconciles income before income taxes compared to the Consolidated Statements of Income. Income before income taxes totaled$532.3 million and$195.3 million for the nine months ended September 30, 2026 and September 30, 2025, respectively. The information is disaggregated by major source and reportable operating segment for the nine months ended September 30, (dollars in thousands):

​​​​​​​​​​​​​
​ · ​ · Wholesale Banking · ​ · Consumer Banking · ​ · Corporate Other · ​ · Total
2026​​​​​​​​​​​​
Interest and dividend income (expense) (1)​$1,321,625​$713,906​$(575,836)​$1,459,695
Interest expense (income) (1)​835,085​​384,510​​(725,813)​​493,782
Net interest income​​486,540​​329,396​​149,977​​965,913
Provision for credit losses​6,010​​12,884​​1,311​​20,205
Net interest income after provision for credit losses​480,530​​316,512​​148,666​​945,708
Noninterest income​91,296​​56,309​​52,218​​199,823
Noninterest expense​277,685​​318,622​​16,972​​613,279
Income before income taxes​$294,141​$54,199​$183,912​$532,252
2025​​​​​​​​​​​​
Interest and dividend income (expense) (1)​$1,194,795​$656,655​$(531,805)​$1,319,645
Interest expense (income) (1)​776,220​​353,285​​(634,605)​​494,900
Net interest income​​418,575​​303,370​​102,800​​824,745
Provision for credit losses​109,435​​30,136​​7​​139,578
Net interest income after provision for credit losses​309,140​​273,234​​102,793​​685,167
Noninterest income​64,450​​54,240​​43,746​​162,436
Noninterest expense​232,787​​274,932​​144,608​​652,327
Income before income taxes​$140,803​$52,542​$1,931​$195,276

(1)The Company uses a funds transfer pricing methodology for net interest income, which utilizes the matched funding approach to allocate the cost of funds used or credit for funds provided to all operating loans and deposits, resulting in interest and dividend expense and interest income in the Corporate Other segment.* *

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 (1) · ​ · Total
September 30, 2026​​​​​​​​​​​​
LHFI, net of unearned income​$24,308,720​$5,564,576​$(576,680)​$29,296,616
Goodwill (2)​​1,281,726​​473,149​​—​​1,754,875
Deposits (3)​​11,738,293​​17,859,573​​1,367,663​​30,965,529
December 31, 2025​​​​​​​​​​​​
LHFI, net of unearned income​$23,179,687​$5,317,949​$(701,469)​$27,796,167
Goodwill​​1,254,979​​478,308​​—​​1,733,287
Deposits (3)​​11,339,236​​17,820,026​​1,312,374​​30,471,636

(1)Corporate Other includes acquisition accounting fair value adjustments.

(2)During the first quarter of 2026, goodwill was reallocated among reporting units as a result of measurement period adjustments associated with the Sandy Spring acquisition, resulting in a*$26.7** million increase in Wholesale Banking and a**$5.2** million decrease in Consumer Banking. As of March 31, 2026, the purchase accounting was finalized and no longer subject to change.*

(3)Corporate Other primarily includes brokered deposits.

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Revenue

Noninterest income disaggregated by major source for the three and nine months ended September 30, consisted of the following (dollars in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ ​ ​ · Three Months Ended · Nine Months Ended
​ · ​ · 2026 · ​ · 2025 · 2026 · ​ · 2025
Noninterest income: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Service charges on deposit accounts (1): · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Overdraft fees​$6,608​$6,396​$18,551​$18,036
Maintenance fees & other​6,278​6,442​18,710​16,707
Other service charges, commissions, and fees (1)​2,266​2,325​6,490​6,332
Interchange fees (1)​3,697​4,089​10,773​10,816
Fiduciary and asset management fees (1):​​​​​​​​
Trust asset management fees​10,126​8,730​32,041​20,542
Registered advisor management fees​7,915​7,240​23,147​14,143
Brokerage management fees​2,411​2,625​6,902​8,329
Mortgage banking income​1,528​2,811​6,211​6,605
Bank owned life insurance income​5,954​5,116​16,888​15,979
Loan-related interest rate swap fees​4,530​5,911​14,988​10,043
Other operating income (2)(3)​3,479​66​45,122​34,904
Total noninterest income​$54,792​$51,751​$199,823​$162,436

(1) Income within scope of ASC 606, Revenue from Contracts with Customers.

(2) Includes a*$32.3** million pre-tax gain on sale of equity interest in Bearing Insurance Group, LLC (“Bearing Insurance”) for the nine months ended September 30, 2026.*

(3) Includes a*$4.8** million pre-tax loss related to the final CRE loan sale settlement for the three months ended September 30, 2025. Includes a**$14.3** million pre-tax gain on the sale of equity interest in Cary Street Partners LLC (“CSP”) and a**$10.9** million pre-tax gain on CRE loan sale for the nine months ended September 30, 2025.*

-53-

The following tables present noninterest income disaggregated by reportable operating segment for the three and nine months ended September 30, (dollars in thousands):

​​​​​​​​​​​​​​
Three Months Ended: · ​ · ​ · Wholesale Banking · ​ · Consumer Banking · ​ · Corporate Other (1)(2) · ​ · Total
2026​​​​​​​​​​​​​
Noninterest income: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Service charges on deposit accounts​​$4,625​$8,261​$—​$12,886
Other service charges, commissions and fees​​​662​​1,604​​—​​2,266
Fiduciary and asset management fees​​​17,967​​2,485​​—​​20,452
Mortgage banking income​​​—​​1,528​​—​​1,528
Other income​​​6,232​​4,986​​6,442​​17,660
Total noninterest income​​$29,486​$18,864​$6,442​$54,792
2025​​​​​​​​​​​​​
Noninterest income:​​​​​​​​​
Service charges on deposit accounts​​$4,537​$8,301​$—​$12,838
Other service charges, commissions and fees​​​813​​1,437​​75​​2,325
Fiduciary and asset management fees​​​16,548​​2,047​​—​​18,595
Mortgage banking income​​​—​​2,811​​—​​2,811
Other income​​​7,102​​5,349​​2,731​​15,182
Total noninterest income​​$29,000​$19,945​$2,806​$51,751
​​​​​​​​​​​​​​
Nine Months Ended: · ​ · ​ · Wholesale Banking · ​ · Consumer Banking · ​ · Corporate Other (1)(2) · ​ · Total
2026​​​​​​​​​​​​​
Noninterest income: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Service charges on deposit accounts​​$13,721​$23,540​$—​$37,261
Other service charges, commissions and fees​​​1,746​​4,744​​—​​6,490
Fiduciary and asset management fees​​​54,868​​7,222​​—​​62,090
Mortgage banking income​​​—​​6,211​​—​​6,211
Other income​​​20,961​​14,592​​52,218​​87,771
Total noninterest income​​$91,296​$56,309​$52,218​$199,823
2025​​​​​​​​​​​​​
Noninterest income:​​​​​​​​​
Service charges on deposit accounts​​$11,818​$22,925​$—​$34,743
Other service charges, commissions and fees​​​1,717​​4,426​​189​​6,332
Fiduciary and asset management fees​​​37,076​​5,938​​—​​43,014
Mortgage banking income​​​—​​6,605​​—​​6,605
Other income​​​13,839​​14,346​​43,557​​71,742
Total noninterest income​​$64,450​$54,240​$43,746​$162,436

(1)* For the three months ended September 30, 2026, other income primarily includes income from BOLI. Other income for the nine months ended September 30, 2026 includes a**$32.3** million pre-tax gain on sale of equity interest in Bearing Insurance and income from BOLI.*

(2)* For the three months ended September 30, 2025, other income primarily includes income from BOLI and equity method investment income, partially offset by a**$4.8** million pre-tax loss related to the final CRE loan sale settlement. For the nine months ended September 30, 2025, other income primarily includes a**$14.3** million pre-tax gain on the sale of equity interest in CSP, a**$10.9** million pre-tax gain on CRE loan sale, and income from BOLI.*

-54-

The following tables present noninterest expense disaggregated by reportable operating segment for the three and nine months ended September 30, (dollars in thousands):

​​​​​​​​​​​​​
Three Months Ended: · ​ · Wholesale Banking · ​ · Consumer Banking · ​ · Corporate Other · ​ · Total
2026​​​​​​​​​​​​
Noninterest expense:​​​​​​​​​​​​
Salaries and benefits​$33,783​$28,797​$51,398​$113,978
Occupancy expenses​​456​​8,236​​4,397​​13,089
Technology and data processing​​2,307​​438​​14,747​​17,492
Furniture and equipment expenses​​98​​1,601​​3,905​​5,604
Loan-related expenses​​642​​1,018​​884​​2,544
Other expenses (1)​​55,655​​67,901​​(71,930)​​51,626
Total noninterest expense​$92,941​$107,991​$3,401​$204,333
2025​​​​​​​​​​​​
Noninterest expense:​​​​​​​​​​​​
Salaries and benefits​$30,979​$27,892​$49,448​$108,319
Occupancy expenses​​418​​8,056​​5,108​​13,582
Technology and data processing​​1,138​​504​​15,367​​17,009
Furniture and equipment expenses​​103​​1,204​​5,229​​6,536
Loan-related expenses​​386​​1,436​​111​​1,933
Other expenses (1)​​59,958​​69,758​​(38,649)​​91,067
Total noninterest expense​$92,982​$108,850​$36,614​$238,446
​​​​​​​​​​​​​
Nine Months Ended: · ​ · Wholesale Banking · ​ · Consumer Banking · ​ · Corporate Other · ​ · Total
2026​​​​​​​​​​​​
Noninterest expense:​​​​​​​​​​​​
Salaries and benefits​$100,817​$84,483​$154,400​$339,700
Occupancy expenses​​1,224​​24,960​​12,969​​39,153
Technology and data processing​​5,929​​1,115​​42,066​​49,110
Furniture and equipment expenses​​262​​4,870​​11,559​​16,691
Loan-related expenses​​2,039​​3,922​​2,157​​8,118
Other expenses (1)​​167,414​​199,272​​(206,179)​​160,507
Total noninterest expense​$277,685​$318,622​$16,972​$613,279
2025​​​​​​​​​​​​
Noninterest expense:​​​​​​​​​​​​
Salaries and benefits​$84,586​$77,666​$131,424​$293,676
Occupancy expenses​​1,064​​20,755​​13,125​​34,944
Technology and data processing​​3,364​​1,075​​40,005​​44,444
Furniture and equipment expenses​​229​​3,494​​13,071​​16,794
Loan-related expenses​​247​​3,271​​943​​4,461
Other expenses (1)​​143,297​​168,671​​(53,960)​​258,008
Total noninterest expense​$232,787​$274,932​$144,608​$652,327

(1)* Includes allocated expenses*

-55-

14. SUBSEQUENT EVENTS

Dividends

On October 29, 2026, 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 December 1, 2026 to preferred shareholders of record as of November 16, 2026.

The Company’s Board of Directors also declared a quarterly dividend of$0.40 per share of common stock. The common stock dividend is payable on November 27, 2026 to common shareholders of record as of November 13, 2026.

Share Repurchase Program

As discussed in Note 9 “Stockholders’ Equity”, the Company has an active Repurchase Program. Subsequent to the quarter ended September 30, 2026, as part of the Repurchase Program, approximately 1.6 million shares (or$62.5 million) were repurchased between October 1, 2026 and November 3, 2026. As of November 3, 2026, the Company is authorized under the Repurchase Program to repurchase approximately$115.0 million of additional shares of the Company’s common stock.

-56-

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.