COLUMBIA BANKING SYSTEM, INC.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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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, 2025 · Filed Nov 6, 2025
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Notes to Condensed Consolidated Financial Statements
Note 1 –Summary of Significant Accounting Policies
The accounting and financial reporting policies of Columbia Banking System, Inc. conform to accounting principles generally accepted in the United States of America and with prevailing practices within the banking and securities industries. All references in this report to "Columbia," "we," "our," or "us" or similar references mean the Company and its subsidiaries, including the wholly-owned banking subsidiary Columbia Bank (the "Bank"). FinPac is a commercial equipment leasing company and a wholly-owned subsidiary of the Bank. The accompanying interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and the Bank's wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated. The condensed consolidated financial statements have not been audited. A more detailed description of the Company's accounting and financial reporting policies is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Basis of Presentation - In preparing these condensed consolidated financial statements, the Company has evaluated events and transactions subsequent to September 30, 2025, for potential recognition or disclosure. In management's opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments include those that are normal and recurring in nature considered necessary for a fair presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim period.
On August 31, 2025, Columbia closed its previously announced acquisition of Pacific Premier. The acquisition of Pacific Premier was accounted for using the acquisition method of accounting and was effectively an all-stock transaction accounted for as a business combination. The Company's financial results for periods ended prior to August 31, 2025 reflect only Columbia's standalone operations and are not directly comparable to the consolidated results for periods following the completion of the acquisition.
During the third quarter of 2025, management elected to change the presentation of the Company's financial statements and accompanying footnote disclosures from thousands to millions. The change in presentation had no material impact on previously reported financial information, but certain amounts reported for prior periods may differ by insignificant amounts due to the nature of rounding relative to the change in presentation. In addition, historical percentages and per share amounts presented may not add to their respective totals or recalculate due to rounding.
Application of New Accounting Guidance
| Standard | Description | Effective Date | Effect on the Financial Statements or Other Significant Matters |
|---|---|---|---|
| ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures | The amendments are intended to provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The ASU requires annual disclosure of the rate reconciliation of specific categories as well as additional information related to the reconciliation of certain items that meet a quantitative threshold and further disaggregation of income taxes paid. | Fiscal years beginning after December 15, 2024. | The Company adopted the guidance on January 1, 2025 for annual reporting purposes. Refined disclosures will be included in the 2025 10-K. |
Significant Accounting Standards Issued but Not Yet Adopted
| Standard | Description | Effective Date | Effect on the Financial Statements or Other Significant Matters |
|---|---|---|---|
| ASU No. 2025-07Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share Based Noncash Consideration from a Customer in a Revenue Contract | The amendments refine the scope of derivative accounting under ASC 815 by introducing a scope exception for certain contracts linked to the operations or activities of one of the parties to the contract. It also clarifies the guidance in ASC 606 regarding share-based noncash consideration (e.g., warrants or shares) received from a customer in exchange for goods or services. These changes aim to reduce complexity, improve consistency in application, and better reflect the economics of such arrangements. | Fiscal years beginning after December 2026, including interim periods within those annual reporting periods. Early adoption is permitted. | The Company is currently evaluating the impact of this ASU on the Company's consolidated financial statements. |
| ASU No. 2025-06 Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | The amendments modernize the accounting for internal-use software under ASC 350-40 by removing references to software development project stages and introducing a "probable-to-complete" recognition threshold. Entities may begin capitalizing costs once management has authorized and committed to funding the project and it is probable the software will be completed and used as intended. The Update also consolidates guidance on website development costs into ASC 350-40. | Fiscal years beginning after December 15, 2027, including interim periods within those annual reporting periods. Early adoption is permitted. | The Company is currently evaluating the impact of this ASU on the Company's consolidated financial statements. |
| ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | These amendments are aimed to enhance the transparency and usefulness of financial information by requiring entities to break down significant expense categories in the notes to the financial statements. The amendments focus on the disaggregation of income statement expenses and specifically address the need for more detailed disclosures about expense categories. | Fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. Early adoption is permitted. | The Company is currently evaluating the impact of this ASU on the Company's consolidated financial statements. |
Note 2 –Business Combinations
Acquisition of Pacific Premier
On August 31, 2025, Columbia completed its acquisition of Pacific Premier in an all-stock transaction valued at $2.4 billion. On September 1, 2025, Pacific Premier's wholly owned banking subsidiary, Pacific Premier Bank, National Association, merged with and into Columbia Bank. Pursuant to the acquisition agreement, each share of Pacific Premier common stock was exchanged for 0.9150 of a share of Columbia common stock.
The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. Fair value estimates were based on information available as of the acquisition date and are considered preliminary as of September 30, 2025. These preliminary estimates, including the initial accounting for deferred taxes, may be revised during the measurement period, which ends no later than one year after the acquisition date. Adjustments may occur as additional information becomes available regarding facts and circumstances that existed at the acquisition date.
Fair value determinations required significant estimates and assumptions, including discount rates, expected cash flows, and market conditions and are inherently subjective. Management believes the preliminary estimates are reasonable; however, refinements may occur as additional information becomes available.
| (in millions, shares in thousands) | |
|---|---|
| Shares of Columbia common stock issued to Pacific Premier Stockholders | 87,632 |
| Columbia's market price per common share (in dollars) as of August 31, 2025 | $26.77 |
| Fair value of purchase price consideration transferred | $2,346 |
| Fair value of restricted stock exchanged | $9 |
| Purchase price consideration | $2,355 |
The following summarizes the allocation of purchase price consideration to the estimated fair values of assets acquired and liabilities and equity assumed from Pacific Premier as of August 31, 2025.
| (in millions) | August 31, 2025 | |||
|---|---|---|---|---|
| Purchase price consideration | ||||
| Fair value of common shares issued and exchanged | $2,355 | |||
| Total purchase price consideration | $2,355 | |||
| Fair value of assets acquired: | ||||
| Cash and due from banks | $874 | |||
| Investment securities | 2,828 | |||
| Loans held for sale | 1 | |||
| Loans and leases | 11,382 | |||
| Restricted equity securities | 98 | |||
| Premises and equipment | 53 | |||
| Other intangible assets | 355 | |||
| Deferred tax asset, net | 132 | |||
| Other assets | 889 | |||
| Total assets acquired | $16,612 | |||
| Fair value of liabilities assumed: | ||||
| Deposits | $14,542 | |||
| Other liabilities | 167 | |||
| Total liabilities assumed | $14,709 | |||
| Net assets acquired | $1,903 | |||
| Goodwill | $452 | |||
In connection with the acquisition of Pacific Premier, the Company recorded approximately $452 million of goodwill, representing the excess of purchase price consideration over the fair value of net assets acquired. Goodwill primarily reflects expected synergies, expanded market opportunities, and the value of the assembled workforce. None of the goodwill is deductible for tax purposes. Additional details on goodwill and intangible assets are provided in Note 6 –Goodwill and Other Intangible Assets.
The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above.
Cash and due from banks: Carrying amounts approximate fair value due to the short-term nature.
Investment Securities: Fair values were based on quoted prices when available or, when not observable, on market-based inputs and valuation models using discounted cash flows.
Loans held for sale: Fair value was based on indicative quotes or bids from third party investors.
Loans and leases: A third-party valuation was performed to estimate the fair value of the loans held for investment. The portfolio was segmented into performing PCD loans, non-performing PCD loans, and non-PCD loans. Loans were further pooled by type and risk rating. Each loan was valued individually using a discounted cash flow approach, incorporating contractual terms, expected credit losses, prepayment assumptions, and market-based discount rates. Discount rates reflected loan type, credit risk, liquidity, and prevailing market conditions. The present value of expected cash flows, adjusted for credit loss expectations, was used to determine fair value.
The Company is required to record PCD assets, defined as a more-than-insignificant deterioration in credit quality since origination or issuance, at the purchase price plus the allowance for credit losses expected at the acquisition date. Under this method, no credit loss expense is recognized in net income at acquisition. Subsequent changes in expected credit losses are recognized in the provision for credit losses (or recapture) in future periods. Any non-credit discount or premium resulting from the acquisition is allocated to the individual assets and accreted to interest income using the effective interest method. At the acquisition date, the initial allowance for credit losses determined on a collective basis is allocated to individual assets to appropriately adjust the non-credit discount or premium.
Of the $11.4 billion in net loans acquired, $404 million were identified as PCD assets at the acquisition date. The following summarizes these PCD loans as of the acquisition date:
| (in millions) | August 31, 2025 |
|---|---|
| Principal of PCD loans acquired | $463 |
| PCD ACL at acquisition | (5) |
| Non-credit discount on PCD loans | (54) |
| Fair value of PCD loans | $404 |
Premises and equipment: Fair values were determined using a market approach, supported by third-party appraisals and broker opinions of value for land, office buildings, and branch facilities.
Core deposit intangibles: Core deposit intangibles represent the value of certain acquired deposit relationships. Fair value was estimated using a discounted cash flow methodology based on the present value of expected cost savings from utilizing core deposit funding compared to alternative funding sources. Key assumptions included expected customer attrition rates, net maintenance costs of the deposit base, alternative cost of funds, and interest costs associated with customer deposits. The resulting intangible assets are amortized over 10 years using the sum-of-years-digits method, reflecting the pattern of expected economic benefits.
Deposits: Fair values for demand and savings deposits were estimated to equal the amounts payable on demand at the acquisition date. Fair values for time deposits were determined using a discounted cash flow approach that applied current market interest rates to the contractual terms of the deposits.
The Company's operating results for the three and nine months ended September 30, 2025 include the results of Pacific Premier's operations subsequent to the acquisition date. Disclosure of Pacific Premier's revenue and net income (excluding integration costs) included in the Consolidated Statements of Operations is impracticable due to the integration of systems and operations following the acquisition.
The following summarizes the impact of acquisition-related expenses for the periods presented:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (in millions) | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 |
| Personnel | $39 | $2 | $53 | $8 |
| Premises and equipment | 17 | — | 17 | 1 |
| Legal and professional | 26 | — | 29 | — |
| Other | 1 | — | 2 | — |
| Total acquisition-related expenses | $83 | $2 | $101 | $9 |
The following presents unaudited pro forma financial information as if the acquisition had occurred on January 1, 2024. Pro forma adjustments reflect changes in interest income from the accretion of discounts and premiums on acquired loans and leases, changes in interest expense from the amortization or accretion of fair value adjustments on interest-bearing deposits, and the amortization of core deposit intangibles as if the deposits had been acquired on January 1, 2024.
This pro forma information is provided for illustrative purposes only and is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the prior year. The amounts do not reflect anticipated operating cost savings, revenue enhancements, or other synergies expected to result from the acquisition. Actual results may differ from the unaudited pro forma information presented.
| Unaudited Pro Forma for the | ||||
|---|---|---|---|---|
| Three Months Ended | Nine Months Ended | |||
| (in millions) | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 |
| Net interest income | $626 | $619 | $1,840 | $1,882 |
| Non-interest income | $90 | $85 | $260 | $224 |
| Net income (1) | $242 | $215 | $618 | $455 |
(1)Pro forma net income for the three and nine months ended September 30, 2025 was adjusted to exclude acquisition-related costs of $135 million and $161 million, respectively, including historical Pacific Premier acquisition-related costs incurred during those periods. Pro forma net income for the nine months ended September 30, 2024 was adjusted to include acquisition-related costs of $161 million. The pro forma assumes acquisition-related costs were incurred the first quarter of 2024.
Note 3 –Debt Securities
The following tables present the amortized cost, gross unrealized gains and losses, and estimated fair values of debt securities as of the dates presented:
| September 30, 2025 | ||||
|---|---|---|---|---|
| (in millions) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value |
| Available for sale: | ||||
| U.S. Treasury and agencies | $1,332 | $6 | $(43) | $1,295 |
| Obligations of states and political subdivisions | 1,621 | 34 | (18) | 1,637 |
| Mortgage-backed securities and collateralized mortgage obligations | 8,381 | 49 | (349) | 8,081 |
| Total available for sale securities | $11,334 | $89 | $(410) | $11,013 |
| Held to maturity: | ||||
| Mortgage-backed securities and collateralized mortgage obligations | $18 | $— | $— | $18 |
| Total held to maturity securities | $18 | $— | $— | $18 |
| December 31, 2024 | ||||
|---|---|---|---|---|
| (in millions) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value |
| Available for sale: | ||||
| U.S. Treasury and agencies | $1,496 | $1 | $(74) | $1,423 |
| Obligations of states and political subdivisions | 1,055 | 3 | (32) | 1,026 |
| Mortgage-backed securities and collateralized mortgage obligations | 6,307 | 4 | (485) | 5,826 |
| Total available for sale securities | $8,858 | $8 | $(591) | $8,275 |
| Held to maturity: | ||||
| Mortgage-backed securities and collateralized mortgage obligations | $2 | $1 | $— | $3 |
| Total held to maturity securities | $2 | $1 | $— | $3 |
The Company elected to exclude accrued interest receivable from the amortized cost basis of debt securities disclosed throughout this note. Interest accrued on investment securities totaled $43 million and $33 million as of September 30, 2025 and December 31, 2024, respectively, and is included in other assets on the Condensed Consolidated Balance Sheets.
The following tables present debt securities that were in an unrealized loss position as of the dates presented, based on the length of time individual securities have been in an unrealized loss position:
| September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| Less than 12 Months | 12 Months or Longer | Total | ||||
| (in millions) | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses |
| Available for sale: | ||||||
| U.S. Treasury and agencies | $50 | $— | $774 | $(43) | $824 | $(43) |
| Obligations of states and political subdivisions | 110 | (1) | 222 | (17) | 332 | (18) |
| Mortgage-backed securities and collateralized mortgage obligations | 2,572 | (28) | 1,784 | (321) | 4,356 | (349) |
| Total temporarily impaired securities | $2,732 | $(29) | $2,780 | $(381) | $5,512 | $(410) |
| December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Less than 12 Months | 12 Months or Longer | Total | ||||
| (in millions) | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses |
| Available for sale: | ||||||
| U.S. Treasury and agencies | $185 | $(3) | $795 | $(71) | $980 | $(74) |
| Obligations of states and political subdivisions | 539 | (8) | 225 | (24) | 764 | (32) |
| Mortgage-backed securities and collateralized mortgage obligations | 3,399 | (79) | 1,830 | (406) | 5,229 | (485) |
| Total temporarily impaired securities | $4,123 | $(90) | $2,850 | $(501) | $6,973 | $(591) |
The number of individual debt securities in an unrealized loss position in the tables above decreased to 680 as of September 30, 2025, as compared to 1,210 at December 31, 2024. The unrealized losses on the Company's debt securities are attributable to changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these securities, rather than deterioration in the credit quality of the issuers. Management actively monitors the published credit ratings of the issuers of the debt securities for any material changes in rating or outlook. As the decline in fair value of the debt securities is attributable to changes in interest rates or widening market spreads and not credit quality, these investments do not carry an ACL as of September 30, 2025.
The following table presents the contractual maturities of debt securities as of September 30, 2025. Expected maturities will differ from contractual maturities because some securities may be called or prepaid with or without call or prepayment penalties.
| Available For Sale | Held To Maturity | |||
|---|---|---|---|---|
| (in millions) | Amortized Cost | Fair Value | Amortized Cost | Fair Value |
| Due within one year | $344 | $344 | $— | $— |
| Due after one year through five years | 2,755 | 2,744 | — | — |
| Due after five years through ten years | 1,763 | 1,736 | — | — |
| Due after ten years | 6,472 | 6,189 | 18 | 18 |
| Total debt securities | $11,334 | $11,013 | $18 | $18 |
At September 30, 2025 and December 31, 2024, debt securities with a fair value of $7.3 billion and $5.2 billion, respectively, were pledged to secure borrowing capacity, public deposits, repurchase agreements, and for other purposes as required or permitted by law.
Note 4 –Loans and Leases
The following table presents the major types of loans and leases, net of deferred fees and costs, as of the dates presented:
| (in millions) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Commercial real estate | ||
| Non-owner occupied term | $8,444 | $6,278 |
| Owner occupied term | 7,361 | 5,270 |
| Multifamily | 10,377 | 5,804 |
| Construction & development | 2,071 | 1,983 |
| Residential development | 367 | 232 |
| Commercial | ||
| Term | 6,590 | 5,538 |
| Lines of credit & other | 3,582 | 2,770 |
| Leases & equipment finance | 1,614 | 1,661 |
| Residential | ||
| Mortgage | 5,722 | 5,933 |
| Home equity loans & lines | 2,153 | 2,032 |
| Consumer & other | 181 | 180 |
| Total loans and leases, net of deferred fees and costs | $48,462 | $37,681 |
The Company elected to exclude accrued interest receivable from the amortized cost basis of loans and leases disclosed throughout this note. Interest accrued on loans and leases totaled $191 million and $148 million as of September 30, 2025 and December 31, 2024, respectively, and is included in other assets on the Condensed Consolidated Balance Sheets. As of September 30, 2025, loans totaling $31.0 billion were pledged to secure borrowings and available lines of credit, compared to $22.0 billion as of December 31, 2024.
As of September 30, 2025 and December 31, 2024, the net deferred fees and costs were $58 million and $62 million, respectively. Total loans and leases also include discounts on acquired loans of $760 million and $439 million as of September 30, 2025 and December 31, 2024, respectively. Originated loans and leases are reported at the principal amount outstanding, net of deferred fees and costs, any partial charge-offs recorded, and interest applied to principal.
Purchased loans are recorded at fair value at the date of purchase. The Company evaluates purchased loans for more-than-insignificant deterioration at the date of purchase. Purchased loans that have experienced more-than-insignificant deterioration from origination are considered PCD loans. All other purchased loans are considered non-PCD loans. The outstanding contractual unpaid principal balance of PCD loans, excluding acquisition accounting adjustments, was $569 million and $200 million as of September 30, 2025 and December 31, 2024, respectively. The carrying balance of PCD loans was $506 million and $179 million as of September 30, 2025 and December 31, 2024, respectively.
The Bank, through its commercial equipment leasing subsidiary, FinPac, is a provider of commercial equipment leasing and financing. Direct finance leases are included within the leases and equipment finance segment within the loans and leases, net line item. These direct financing leases typically have terms ofthree years tofive years. Interest income recognized on these leases was $6 million and $17 million for the three and nine months ended September 30, 2025, respectively, as compared to $6 million and $16 million for the nine months ended September 30, 2024, respectively.
In connection with the acquisition of Pacific Premier, the Company obtained Freddie Mac-guaranteed structured pass-through certificates from a securitization of $509 million in multifamily loans. The Company's ongoing involvement includes sub-servicing duties, representations and warranties, and reimbursement obligations. As sub-servicer, the Company collects and remits payments, manages taxes and insurance, and administers loans, except for foreclosed or defaulted loans, which are handled by an independent special servicer. The master servicer, Freddie Mac, may terminate the Company's sub-servicing role at its discretion. If the resolution of defaulted loans results in payment shortfalls, the Company must reimburse Freddie Mac up to 10% of the original securitization pool principal. The total multifamily loan balances transferred through securitization with Freddie Mac was $32 million at September 30, 2025.
Note 5 –Allowance for Credit Losses
The ACL represents management's estimate of lifetime credit losses for assets within its scope, specifically loans and leases and unfunded commitments. For more information about the Company's ACL methodology, refer to Note 1 –Summary of Significant Accounting Policies included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
At September 30, 2025, the ACL was $492 million, an increase of $51 million from the December 31, 2024 balance of $441 million. The change in the total ACL reflects credit migration trends, changes in the economic assumptions, and a recalibration of the commercial real estate, residential mortgage, and home equity line of credit CECL models in the first quarter of 2025, and the initial provision booked for the acquired Pacific Premier loan portfolio. To calculate the ACL, management uses models to estimate PD and LGD for loans and leases, incorporating forecasted economic conditions and macroeconomic variables. The Bank considers the current financial environment and various economic scenarios, selecting the most probable scenario at each measurement date. Forecasts for each variable are updated and incorporated into the ACL calculation. Projected macroeconomic variables over the forecast period can materially impact the ACL, with projections becoming less certain over time.
The Bank opted to use Moody's Analytics' August 2025 consensus economic forecast for estimating the ACL as of September 30, 2025. In the consensus scenario, the probability that the economy will perform better than this consensus is equal to the probability that it will perform worse and includes the following variables:
| 2026 | 2027 | 2028 | 2029 | |
|---|---|---|---|---|
| U.S. real GDP average annualized growth | 1.7% | 2.0% | 2.0% | 2.1% |
| U.S. unemployment rate average | 4.4% | 4.3% | 4.1% | 4.0% |
| Forecasted average federal funds rate | 3.4% | 3.3% | 3.4% | 3.4% |
The Bank uses an additional scenario with the same economic variables, but with varying severity, to assess ACL sensitivity and inform qualitative adjustments. For this analysis, the Bank selected Moody's Analytics' August 2025 S2 scenario (the "S2 Scenario"), which predicts a 75% probability of better economic performance and a 25% probability of worse performance. The S2 Scenario includes the following variables:
| 2026 | 2027 | 2028 | 2029 | |
|---|---|---|---|---|
| U.S. real GDP average annualized growth | (0.3)% | 1.9% | 2.5% | 2.6% |
| U.S. unemployment rate average | 7.0% | 5.5% | 4.4% | 4.2% |
| Forecasted average federal funds rate | 2.6% | 2.0% | 2.5% | 2.9% |
The forecast used to calculate the ACL as of September 30, 2025 is projecting higher GDP growth, lower unemployment rates, and average federal funds rates trending lower. This is compared to the December 31, 2024 ACL calculation, which used Moody’s Analytics’ November 2024 consensus economic forecast to forecast the variables used in the models. Management reviewed the results derived from the economic scenarios and subsequent changes in macroeconomic variables for sensitivity analysis, considering these factors when evaluating qualitative adjustments.
Along with the quantitative factors produced by the above models, management also considers prepayment speeds and qualitative factors when determining the ACL. As of September 30, 2025, the Company evaluated qualitative factors and applied upward adjustments to the quantitative results for the ACL, which is directionally consistent with the upward adjustments made as of December 31, 2024. These overlays primarily focus on the commercial real estate and commercial loan portfolios and are intended to align the portfolios more closely with the S2 Scenario. This approach helps ensure that the allowance remains appropriately resilient and responsive to emerging risks, thereby supporting the resilience of the Bank's credit portfolio. By incorporating these targeted overlays, we aim to enhance the accuracy and robustness of our risk management strategy, providing a more comprehensive and adaptive approach to potential economic shifts. While qualitative overlays are applied, the ACL continues to be largely driven by modeled results, as management determined that the models adequately reflect the significant changes in credit conditions and overall portfolio risk.
Management believes that the ACL was adequate as of September 30, 2025. There is, however, no assurance that future loan losses will not exceed the levels provided for in the ACL and could possibly result in additional charges to the provision for credit losses.
The following tables summarize activity related to the ACL by portfolio segment for the periods indicated:
| (in millions) | Commercial Real Estate | Commercial | Residential | Consumer & Other | Total |
|---|---|---|---|---|---|
| Allowance for credit losses on loans and leases | |||||
| Balance, beginning of period | $160 | $220 | $34 | $7 | $421 |
| Initial ACL on PCD loans acquired during the period | 4 | 1 | — | — | 5 |
| Provision for credit losses on loans and leases | 44 | 22 | 2 | 1 | 69 |
| Charge-offs | (3) | (22) | — | (2) | (27) |
| Recoveries | — | 4 | — | 1 | 5 |
| Net charge-offs | (3) | (18) | — | (1) | (22) |
| Balance, end of period | $205 | $225 | $36 | $7 | $473 |
| Reserve for unfunded commitments | |||||
| Balance, beginning of period | $8 | $8 | $1 | $1 | $18 |
| Provision (recapture) for credit losses on unfunded commitments | 2 | (1) | — | — | 1 |
| Balance, end of period | 10 | 7 | 1 | 1 | 19 |
| Total allowance for credit losses | $215 | $232 | $37 | $8 | $492 |
| (in millions) | Commercial Real Estate | Commercial | Residential | Consumer & Other | Total |
| Allowance for credit losses on loans and leases | |||||
| Balance, beginning of period | $154 | $219 | $45 | $7 | $425 |
| Initial ACL on PCD loans acquired during the period | 4 | 1 | — | — | 5 |
| Provision (recapture) for credit losses on loans and leases | 50 | 80 | (8) | 2 | 124 |
| Charge-offs | (3) | (88) | (1) | (4) | (96) |
| Recoveries | — | 13 | — | 2 | 15 |
| Net charge-offs | (3) | (75) | (1) | (2) | (81) |
| Balance, end of period | $205 | $225 | $36 | $7 | $473 |
| Reserve for unfunded commitments | |||||
| Balance, beginning of period | $6 | $7 | $2 | $1 | $16 |
| Provision (recapture) for credit losses on unfunded commitments | 4 | — | (1) | — | 3 |
| Balance, end of period | 10 | 7 | 1 | 1 | 19 |
| Total allowance for credit losses | $215 | $232 | $37 | $8 | $492 |
| (in millions) | Commercial Real Estate | Commercial | Residential | Consumer & Other | Total |
|---|---|---|---|---|---|
| Allowance for credit losses on loans and leases | |||||
| Balance, beginning of period | $143 | $220 | $49 | $7 | $419 |
| Provision (recapture) for credit losses on loans and leases | 15 | 17 | (2) | 1 | 31 |
| Charge-offs | — | (33) | (1) | (1) | (35) |
| Recoveries | — | 5 | — | — | 5 |
| Net charge-offs | — | (28) | (1) | (1) | (30) |
| Balance, end of period | $158 | $209 | $46 | $7 | $420 |
| Reserve for unfunded commitments | |||||
| Balance, beginning of period | $10 | $7 | $2 | $1 | $20 |
| Recapture for credit losses on unfunded commitments | (2) | — | — | — | (2) |
| Balance, end of period | 8 | 7 | 2 | 1 | 18 |
| Total allowance for credit losses | $166 | $216 | $48 | $8 | $438 |
| (in millions) | Commercial Real Estate | Commercial | Residential | Consumer & Other | Total |
| Allowance for credit losses on loans and leases | |||||
| Balance, beginning of period | $126 | $245 | $62 | $8 | $441 |
| Provision (recapture) for credit losses on loans and leases | 32 | 63 | (15) | 3 | 83 |
| Charge-offs | (1) | (113) | (2) | (5) | (121) |
| Recoveries | 1 | 14 | 1 | 1 | 17 |
| Net charge-offs | — | (99) | (1) | (4) | (104) |
| Balance, end of period | $158 | $209 | $46 | $7 | $420 |
| Reserve for unfunded commitments | |||||
| Balance, beginning of period | $11 | $8 | $3 | $1 | $23 |
| Recapture for credit losses on unfunded commitments | (3) | (1) | (1) | — | (5) |
| Balance, end of period | 8 | 7 | 2 | 1 | 18 |
| Total allowance for credit losses | $166 | $216 | $48 | $8 | $438 |
Asset Quality and Non-Performing Loans and Leases
The Bank actively manages asset quality and controls credit risk through diversification of the loan and lease portfolio and the application of policies designed to promote sound underwriting and loan and lease monitoring practices. The Bank's Credit Quality Administration department is charged with monitoring asset quality, establishing credit policies and procedures, and enforcing the consistent application of these policies and procedures across the Bank. The Bank conducts ongoing reviews of non-performing, past due loans and leases and larger credits, designed to identify potential charges to the ACL, and to determine the adequacy of the ACL. These reviews incorporate a variety of factors, including the financial strength of borrowers, collateral valuations, loan and lease loss experience, estimated loan and lease losses, growth in the loan and lease portfolio, prevailing economic conditions, and other relevant factors.
Loans and Leases Past Due and Non-Accrual Loans and Leases
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management's opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. As of September 30, 2025 and December 31, 2024, loans and leases on non-accrual status with no related ACL was $2 million and $4 million, respectively, excluding collateral-dependent loans and leases that have been written down to net realizable value without an associated ACL of $70 million and $59 million, respectively. The remaining balance of non-accrual loans are substantially covered by government guarantees. The Company recognizedno interest income on non-accrual loans and leases during the three and nine months ended September 30, 2025 and 2024.
The following tables present the carrying value of the loans and leases past due, by loan and lease class, as of the dates presented:
| September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| (in millions) | Greater than 30 to 59 Days Past Due | 60 to 89 Days Past Due | 90 Days or More and Accruing (2) | Total Past Due | Non-Accrual (2) | Current and Other | Total Loans and Leases |
| Commercial real estate | |||||||
| Non-owner occupied term | $8 | $2 | $— | $10 | $38 | $8,396 | $8,444 |
| Owner occupied term | 3 | — | — | 3 | 15 | 7,343 | 7,361 |
| Multifamily | — | — | — | — | — | 10,377 | 10,377 |
| Construction & development | — | — | — | — | — | 2,071 | 2,071 |
| Residential development | — | — | — | — | — | 367 | 367 |
| Commercial | |||||||
| Term | 4 | 5 | — | 9 | 26 | 6,555 | 6,590 |
| Lines of credit & other | 4 | 3 | — | 7 | 24 | 3,551 | 3,582 |
| Leases & equipment finance | 15 | 15 | 5 | 35 | 17 | 1,562 | 1,614 |
| Residential | |||||||
| Mortgage (1) | — | 12 | 65 | 77 | — | 5,645 | 5,722 |
| Home equity loans & lines | 9 | 4 | 8 | 21 | — | 2,132 | 2,153 |
| Consumer & other | 1 | — | — | 1 | — | 180 | 181 |
| Total, net of deferred fees and costs | $44 | $41 | $78 | $163 | $120 | $48,179 | $48,462 |
(1)Includes government guaranteed mortgage loans that the Bank has the right but not the obligation to repurchase that are past due 90 days or more, totaling $2 million at September 30, 2025.
(2)Includes government guaranteed portion of $33 million and $37 million for 90 days or more and non-accrual loans, respectively.
| December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| (in millions) | Greater than 30 to 59 Days Past Due | 60 to 89 Days Past Due | 90 Days or More and Accruing (2) | Total Past Due | Non-Accrual (2) | Current and Other | Total Loans and Leases |
| Commercial real estate | |||||||
| Non-owner occupied term | $28 | $— | $— | $28 | $14 | $6,236 | $6,278 |
| Owner occupied term | 1 | — | — | 1 | 25 | 5,244 | 5,270 |
| Multifamily | — | — | — | — | — | 5,804 | 5,804 |
| Construction & development | — | — | — | — | — | 1,983 | 1,983 |
| Residential development | — | — | — | — | — | 232 | 232 |
| Commercial | |||||||
| Term | 2 | 1 | — | 3 | 29 | 5,506 | 5,538 |
| Lines of credit & other | 5 | 6 | — | 11 | 7 | 2,752 | 2,770 |
| Leases & equipment finance | 15 | 17 | 5 | 37 | 21 | 1,603 | 1,661 |
| Residential | |||||||
| Mortgage (1) | — | 18 | 61 | 79 | — | 5,854 | 5,933 |
| Home equity loans & lines | 6 | 5 | 7 | 18 | — | 2,014 | 2,032 |
| Consumer & other | 1 | — | — | 1 | — | 179 | 180 |
| Total, net of deferred fees and costs | $58 | $47 | $73 | $178 | $96 | $37,407 | $37,681 |
(1) Includes government guaranteed mortgage loans the Bank has the right but not the obligation to repurchase that are past due 90 days or more, totaling $2 million at December 31, 2024.
(2)Includes government guaranteed portion of $32 million and $41 million for 90 days or more and non-accrual loans, respectively.
Collateral-Dependent Loans and Leases
Loans and leases are classified as collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. The following tables summarize the amortized cost basis of the collateral-dependent loans and leases by the type of collateral securing the assets as of the periods indicated:
| (in millions) | Residential Real Estate | Commercial Real Estate | General Business Assets | Total |
|---|---|---|---|---|
| Commercial real estate | ||||
| Non-owner occupied term | $— | $35 | $— | $35 |
| Owner occupied term | — | 11 | — | 11 |
| Commercial | ||||
| Term | — | 1 | 17 | 18 |
| Lines of credit & other | — | 2 | 20 | 22 |
| Leases & equipment finance | — | — | 17 | 17 |
| Residential | ||||
| Mortgage | 66 | — | — | 66 |
| Home equity loans & lines | 2 | — | — | 2 |
| Total, net of deferred fees and costs | $68 | $49 | $54 | $171 |
| (in millions) | Residential Real Estate | Commercial Real Estate | General Business Assets | Total |
|---|---|---|---|---|
| Commercial real estate | ||||
| Non-owner occupied term | $— | $13 | $— | $13 |
| Owner occupied term | — | 20 | — | 20 |
| Commercial | ||||
| Term | 2 | 3 | 16 | 21 |
| Lines of credit & other | — | 2 | 4 | 6 |
| Leases & equipment finance | — | — | 21 | 21 |
| Residential | ||||
| Mortgage | 79 | — | — | 79 |
| Home equity loans & lines | 2 | — | — | 2 |
| Total, net of deferred fees and costs | $83 | $38 | $41 | $162 |
Loan and Lease Modifications Made to Borrowers Experiencing Financial Difficulty
The ACL on modified loans or leases is measured using the same credit loss estimation methods used to determine the ACL for all other loans and leases held for investment. These methods incorporate the post-modification loan or lease terms, as well as defaults and charge-offs associated with the modified loans and leases.
The following tables present the amortized cost basis of loans and leases that were both experiencing financial difficulty and modified during the three and nine months ended September 30, 2025 and 2024, by class and type of modification. The percentage of the amortized cost basis of loans and leases to borrowers in financial distress that were modified as compared to the amortized cost basis of each class of financing receivable is also presented below.
| Three Months Ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| (in millions) | Term Extension | Other -Than-Insignificant Payment Delay | Combo - Interest Rate Reduction and Term Extension | Combo - Term Extension and Other-than-Insignificant Payment Delay | Total | % of Total Class of Financing Receivable |
| Commercial real estate | ||||||
| Non-owner occupied term | $4 | $— | $— | $— | $4 | 0.05% |
| Owner occupied term | 7 | — | 1 | — | 8 | 0.11% |
| Construction & development | 3 | — | 15 | — | 18 | 0.87% |
| Commercial | ||||||
| Term | — | — | 1 | — | 1 | 0.02% |
| Lines of credit & other | 4 | — | — | — | 4 | 0.11% |
| Leases & equipment finance | 1 | — | — | — | 1 | 0.06% |
| Residential | ||||||
| Mortgage | — | 6 | — | 3 | 9 | 0.16% |
| Total modified loans and leases experiencing financial difficulty | $19 | $6 | $17 | $3 | $45 | 0.09% |
| Nine Months Ended September 30, 2025 | ||||||
|---|---|---|---|---|---|---|
| (in millions) | Term Extension | Other -Than-Insignificant Payment Delay | Combo - Interest Rate Reduction and Term Extension | Combo - Term Extension and Other than Insignificant Payment Delay | Total | % of Total Class of Financing Receivable |
| Commercial real estate | ||||||
| Non-owner occupied term | $4 | $— | $21 | $— | $25 | 0.30% |
| Owner occupied term | 9 | 11 | 1 | — | 21 | 0.29% |
| Construction & development | 3 | — | 15 | — | 18 | 0.87% |
| Commercial | ||||||
| Term | 1 | 7 | 11 | — | 19 | 0.29% |
| Lines of credit & other | 11 | 1 | — | 1 | 13 | 0.36% |
| Leases & equipment finance | 3 | — | — | — | 3 | 0.19% |
| Residential | ||||||
| Mortgage | — | 18 | — | 5 | 23 | 0.40% |
| Total modified loans and leases experiencing financial difficulty | $31 | $37 | $48 | $6 | $122 | 0.25% |
| (in millions) | Term Extension | Other -Than-Insignificant Payment Delay | Total | % of Total Class of Financing Receivable |
|---|---|---|---|---|
| Commercial real estate | ||||
| Construction & development | $2 | $— | $2 | 0.10% |
| Commercial | ||||
| Term | 2 | — | 2 | 0.04% |
| Lines of credit & other | 6 | — | 6 | 0.23% |
| Leases & equipment finance | 1 | — | 1 | 0.06% |
| Residential | ||||
| Mortgage | 2 | 2 | 4 | 0.07% |
| Total modified loans and leases experiencing financial difficulty | $13 | $2 | $15 | 0.04% |
| (in millions) | Interest Rate Reduction | Term Extension | Other -Than-Insignificant Payment Delay | Total | % of Total Class of Financing Receivable |
|---|---|---|---|---|---|
| Commercial real estate | |||||
| Non-owner occupied term | $— | $— | $18 | $18 | 0.28% |
| Owner occupied term | 4 | — | 1 | 5 | 0.10% |
| Construction & development | — | 2 | — | 2 | 0.10% |
| Commercial | |||||
| Term | 1 | 7 | 1 | 9 | 0.17% |
| Lines of credit & other | — | 12 | — | 12 | 0.45% |
| Leases & equipment finance | — | 2 | — | 2 | 0.12% |
| Residential | |||||
| Mortgage | — | 4 | 15 | 19 | 0.32% |
| Total modified loans and leases experiencing financial difficulty | $5 | $27 | $35 | $67 | 0.18% |
The following tables present the financial effect of loan modifications made to borrowers experiencing financial difficulty during the periods presented:
| Interest Rate Reduction | Term Extension | Other-Than-Insignificant Payment Delay | |
|---|---|---|---|
| (in millions) | Weighted-Average Interest Rate Reduction | Weighted-Average Term Extension | Deferral Amount |
| Commercial real estate | |||
| Non-owner occupied term | — | 9 months | — |
| Owner occupied term | 0.80% | 3 months | — |
| Construction & development | 8.20% | 4 months | — |
| Commercial | |||
| Term | 3.00% | 2.3 years | — |
| Lines of credit & other | — | 8 months | — |
| Leases & equipment finance | — | 1.0 year | — |
| Residential | |||
| Mortgage | — | 13.0 years | $1 |
| Interest Rate Modification | Term Extension | Other-Than-Insignificant Payment Delay | |
|---|---|---|---|
| (in millions) | Weighted-Average Interest Rate Reduction | Weighted-Average Term Extension | Deferral Amount |
| Commercial real estate | |||
| Non-owner occupied term | 3.54% | 1.7 years | — |
| Owner occupied term | 0.80% | 4 months | $1 |
| Construction & development | 8.20% | 4 months | — |
| Commercial | |||
| Term | 3.41% | 1.9 years | $1 |
| Lines of credit & other | — | 8 months | $3 |
| Leases & equipment finance | — | 1.1 years | — |
| Residential | |||
| Mortgage | — | 11.9 years | $2 |
| Three Months Ended September 30, 2024 | ||
| Term Extension | ||
| (in millions) | Weighted-Average Term Extension | |
|---|---|---|
| Commercial real estate | ||
| Construction & development | 7 months | |
| Commercial | ||
| Term | 1.8 years | |
| Lines of credit & other | 7 months | |
| Leases & equipment finance | 1 year | |
| Residential | ||
| Mortgage | 7.3 years | |
| Interest Rate Modification | Term Extension | Other-Than-Insignificant Payment Delay | |
|---|---|---|---|
| (in millions) | Weighted-Average Interest Rate Reduction | Weighted-Average Term Extension | Deferral Amount |
| Commercial real estate | |||
| Non-owner occupied term, net | — | — | $4 |
| Owner occupied term | 3.79% | — | — |
| Construction & development | — | 7 months | — |
| Commercial | |||
| Term | 5.00% | 11 months | — |
| Lines of credit & other | — | 8 months | — |
| Leases & equipment finance | — | 11 months | — |
| Residential | |||
| Mortgage | — | 7.5 years | $1 |
The Company closely monitors the performance of loans and leases to borrowers experiencing financial difficulty that are modified to understand the effectiveness of its modification efforts. Loans and leases are considered to be in payment default at 90 or more days past due. The following tables present the amortized cost basis of modified loans that, within twelve months of the modification date, experienced a subsequent default during the periods presented:
| Three Months Ended September 30, 2025 | ||||
|---|---|---|---|---|
| (in millions) | Term Extension | Other-Than-Insignificant Payment Delay | Combination - Term Extension and Other-than-Insignificant Payment Delay | Total |
| Residential | ||||
| Mortgage | $1 | $4 | $1 | $6 |
| Total loans and leases experiencing financial difficulty with a subsequent default | $1 | $4 | $1 | $6 |
| (in millions) | Term Extension | Other-Than-Insignificant Payment Delay | Combo - Term Extension and Other-than-Insignificant Payment Delay | Total |
|---|---|---|---|---|
| Commercial real estate | ||||
| Owner occupied term | $— | $1 | $— | $1 |
| Commercial | ||||
| Lines of credit & other | 1 | — | 1 | 2 |
| Residential | ||||
| Mortgage | 1 | 5 | 1 | 7 |
| Total loans and leases experiencing financial difficulty with a subsequent default | $2 | $6 | $2 | $10 |
| (in millions) | Other-Than-Insignificant Payment Delay | Combination - Interest Rate Reduction and Term Extension | Total |
|---|---|---|---|
| Commercial | |||
| Lines of credit & other | $— | $1 | $1 |
| Residential | |||
| Mortgage | 4 | — | 4 |
| Total loans and leases experiencing financial difficulty with a subsequent default | $4 | $1 | $5 |
| (in millions) | Interest Rate Reduction | Other-Than-Insignificant Payment Delay | Combination - Interest Rate Reduction and Term Extension | Total |
|---|---|---|---|---|
| Commercial real estate | ||||
| Owner occupied term | $3 | $— | $— | $3 |
| Commercial | ||||
| Lines of credit & other | — | — | 1 | 1 |
| Residential | ||||
| Mortgage | — | 5 | — | 5 |
| Total loans and leases experiencing financial difficulty with a subsequent default | $3 | $5 | $1 | $9 |
The following tables present an age analysis of loans and leases as of September 30, 2025 and 2024 that have been modified within the prior twelve months:
| (in millions) | Current | Greater than 30 to 59 Days Past Due | 60 to 89 Days Past Due | 90 Days or Greater Past Due | Nonaccrual | Total |
|---|---|---|---|---|---|---|
| Commercial real estate | ||||||
| Non-owner occupied term | $25 | $— | $— | $— | $— | $25 |
| Owner occupied term | 21 | — | — | — | 1 | 22 |
| Construction & development | 18 | — | — | — | — | 18 |
| Commercial | ||||||
| Term | 14 | 2 | 4 | — | 9 | 29 |
| Lines of credit & other | 8 | 1 | — | — | 5 | 14 |
| Leases & equipment finance | 2 | — | — | — | — | 2 |
| Residential | ||||||
| Mortgage | 24 | — | 2 | 5 | — | 31 |
| Total loans and leases modified | $112 | $3 | $6 | $5 | $15 | $141 |
| (in millions) | Current | Greater than 30 to 59 Days Past Due | 60 to 89 Days Past Due | 90 Days or Greater Past Due | Nonaccrual | Total |
|---|---|---|---|---|---|---|
| Commercial real estate | ||||||
| Non-owner occupied term | $47 | $— | $— | $— | $— | $47 |
| Owner occupied term | 2 | — | — | — | 4 | 6 |
| Construction & development | 2 | — | — | — | — | 2 |
| Commercial | ||||||
| Term | 10 | — | — | — | 1 | 11 |
| Lines of credit & other | 51 | — | — | — | 2 | 53 |
| Leases & equipment finance | 2 | — | — | — | — | 2 |
| Residential | ||||||
| Mortgage | 22 | — | 2 | 5 | — | 29 |
| Total loans and leases modified | $136 | $— | $2 | $5 | $7 | $150 |
Credit Quality Indicators
Management regularly reviews loans and leases in the portfolio to assess credit quality indicators and to determine appropriate loan classification and grading. The Bank separates its loans and lease portfolios into homogeneous and non-homogeneous categories. Homogeneous loans are rated based on past due status and may enter a higher risk rating scale if modified, requiring six months of timely payments to return to the original scale. Non-homogeneous loans use a dual risk rating approach: the PD scale measures the likelihood of default, and the LGD scale measures potential loss if a default occurs. The product of PD and LGD gives the expected loss, providing a common language of credit risk across different loans. For more information about the Company's credit quality indicators, refer to Note 6 –Allowance for Credit Losses included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
The following tables present the amortized cost basis of the loans and leases by credit classification and vintage year by loan and lease class of financing receivable, as well as gross charge-offs for the dates presented:
| (in millions) · Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis · Revolving to Non-Revolving Loans Amortized Cost | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2025 · 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Total | |||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||
| Non-owner occupied term | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $630 | $285 | $536 | $1,734 | $1,701 | $3,334 | $33 | $— | $8,253 | ||||||||||
| Special mention | — | 6 | — | 12 | — | 43 | — | — | 61 | ||||||||||
| Substandard | 27 | — | 1 | 22 | 12 | 63 | — | — | 125 | ||||||||||
| Doubtful | — | — | — | 2 | — | 1 | — | — | 3 | ||||||||||
| Loss | — | — | — | — | 1 | 1 | — | — | 2 | ||||||||||
| Total non-owner occupied term | $657 | $291 | $537 | $1,770 | $1,714 | $3,442 | $33 | $— | $8,444 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $3 | $— | $— | $3 | ||||||||||
| Owner occupied term | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $654 | $506 | $519 | $1,370 | $1,357 | $2,513 | $13 | $65 | $6,997 | ||||||||||
| Special mention | 5 | 54 | 2 | 62 | 63 | 57 | 11 | — | 254 | ||||||||||
| Substandard | 6 | 6 | 5 | 7 | 21 | 55 | — | 1 | 101 | ||||||||||
| Doubtful | — | 3 | — | 3 | — | — | — | — | 6 | ||||||||||
| Loss | — | — | — | — | 1 | 2 | — | — | 3 | ||||||||||
| Total owner occupied term | $665 | $569 | $526 | $1,442 | $1,442 | $2,627 | $24 | $66 | $7,361 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Multifamily | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $418 | $338 | $384 | $2,795 | $3,242 | $3,045 | $102 | $— | $10,324 | ||||||||||
| Special mention | — | — | 14 | 10 | 2 | 22 | — | — | 48 | ||||||||||
| Substandard | — | — | — | 3 | 2 | — | — | — | 5 | ||||||||||
| Total multifamily | $418 | $338 | $398 | $2,808 | $3,246 | $3,067 | $102 | $— | $10,377 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Construction & development | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $174 | $494 | $541 | $450 | $97 | $92 | $25 | $2 | $1,875 | ||||||||||
| Special mention | 41 | 20 | 31 | 50 | — | — | 1 | — | 143 | ||||||||||
| Substandard | 15 | — | — | 38 | — | — | — | — | 53 | ||||||||||
| Total construction & development | $230 | $514 | $572 | $538 | $97 | $92 | $26 | $2 | $2,071 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Residential development | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $71 | $73 | $2 | $7 | $— | $— | $202 | $2 | $357 | ||||||||||
| Special mention | — | — | — | 3 | — | — | 7 | — | 10 | ||||||||||
| Total residential development | $71 | $73 | $2 | $10 | $— | $— | $209 | $2 | $367 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Total commercial real estate | $2,041 | $1,785 | $2,035 | $6,568 | $6,499 | $9,228 | $394 | $70 | $28,620 | ||||||||||
| (in millions) · Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis · Revolving to Non-Revolving Loans Amortized Cost | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2025 · 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Total | |||||||||||||||||||
| Commercial: | |||||||||||||||||||
| Term | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $887 | $1,000 | $513 | $937 | $850 | $987 | $1,142 | $4 | $6,320 | ||||||||||
| Special mention | 3 | 8 | 53 | 66 | 26 | 13 | 35 | — | 204 | ||||||||||
| Substandard | 22 | 7 | 1 | 3 | 7 | 6 | 3 | 1 | 50 | ||||||||||
| Doubtful | 1 | — | — | 4 | — | 5 | — | — | 10 | ||||||||||
| Loss | — | — | — | 1 | 2 | 3 | — | — | 6 | ||||||||||
| Total term | $913 | $1,015 | $567 | $1,011 | $885 | $1,014 | $1,180 | $5 | $6,590 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $1 | $— | $1 | $2 | $— | $— | $4 | ||||||||||
| Lines of credit & other | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $54 | $89 | $31 | $52 | $16 | $20 | $3,056 | $87 | $3,405 | ||||||||||
| Special mention | 1 | — | — | — | — | — | 111 | 1 | 113 | ||||||||||
| Substandard | 4 | 17 | — | 1 | — | — | 25 | 16 | 63 | ||||||||||
| Doubtful | — | — | — | — | — | — | 1 | — | 1 | ||||||||||
| Total lines of credit & other | $59 | $106 | $31 | $53 | $16 | $20 | $3,193 | $104 | $3,582 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $15 | $— | $1 | $— | $1 | $7 | $4 | $28 | ||||||||||
| Leases & equipment finance | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $458 | $462 | $316 | $189 | $50 | $38 | $— | $— | $1,513 | ||||||||||
| Special mention | 2 | 5 | 5 | 3 | 1 | — | — | — | 16 | ||||||||||
| Substandard | 4 | 6 | 35 | 9 | 2 | — | — | — | 56 | ||||||||||
| Doubtful | 1 | 7 | 9 | 8 | 3 | — | — | — | 28 | ||||||||||
| Loss | — | 1 | — | — | — | — | — | — | 1 | ||||||||||
| Total leases & equipment finance | $465 | $481 | $365 | $209 | $56 | $38 | $— | $— | $1,614 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $11 | $18 | $18 | $6 | $3 | $— | $— | $56 | ||||||||||
| Total commercial | $1,437 | $1,602 | $963 | $1,273 | $957 | $1,072 | $4,373 | $109 | $11,786 | ||||||||||
| Residential: | |||||||||||||||||||
| Mortgage | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $187 | $274 | $186 | $1,670 | $1,866 | $1,464 | $— | $— | $5,647 | ||||||||||
| Special mention | 2 | — | 1 | 2 | 2 | 5 | — | — | 12 | ||||||||||
| Substandard | 1 | 2 | 1 | 6 | 7 | 11 | — | — | 28 | ||||||||||
| Loss | 2 | 5 | 3 | 5 | 10 | 10 | — | — | 35 | ||||||||||
| Total mortgage | $192 | $281 | $191 | $1,683 | $1,885 | $1,490 | $— | $— | $5,722 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| (in millions) · Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis · Revolving to Non-Revolving Loans Amortized Cost | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30, 2025 · 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Total | |||||||||||||||||||
| Home equity loans & lines | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $1 | $— | $3 | $6 | $2 | $49 | $2,039 | $32 | $2,132 | ||||||||||
| Special mention | — | — | — | — | 1 | 2 | 10 | 1 | 14 | ||||||||||
| Substandard | — | — | — | — | — | — | 3 | — | 3 | ||||||||||
| Loss | — | — | — | 1 | — | — | 2 | 1 | 4 | ||||||||||
| Total home equity loans & lines | $1 | $— | $3 | $7 | $3 | $51 | $2,054 | $34 | $2,153 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $1 | $— | $1 | ||||||||||
| Total residential | $193 | $281 | $194 | $1,690 | $1,888 | $1,541 | $2,054 | $34 | $7,875 | ||||||||||
| Consumer & other: | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $16 | $8 | $11 | $7 | $3 | $7 | $128 | $— | $180 | ||||||||||
| Special mention | — | — | — | — | — | — | 1 | — | 1 | ||||||||||
| Total consumer & other | $16 | $8 | $11 | $7 | $3 | $7 | $129 | $— | $181 | ||||||||||
| Current YTD period: | |||||||||||||||||||
| Gross charge-offs | $1 | $1 | $— | $— | $— | $1 | $1 | $— | $4 | ||||||||||
| Grand total | $3,687 | $3,676 | $3,203 | $9,538 | $9,347 | $11,848 | $6,950 | $213 | $48,462 | ||||||||||
| (in millions) · Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis · Revolving to Non-Revolving Loans Amortized Cost | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total | |||||||||||||||||||
| Commercial real estate: | |||||||||||||||||||
| Non-owner occupied term | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $290 | $564 | $1,246 | $1,132 | $569 | $2,289 | $26 | $12 | $6,128 | ||||||||||
| Special mention | — | — | 9 | 1 | — | 21 | — | — | 31 | ||||||||||
| Substandard | 7 | 31 | 21 | — | — | 56 | — | — | 115 | ||||||||||
| Doubtful | — | — | 2 | 1 | — | 1 | — | — | 4 | ||||||||||
| Total non-owner occupied term | $297 | $595 | $1,278 | $1,134 | $569 | $2,367 | $26 | $12 | $6,278 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $3 | $— | $— | $3 | ||||||||||
| Owner occupied term | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $526 | $499 | $1,015 | $867 | $398 | $1,639 | $79 | $5 | $5,028 | ||||||||||
| Special mention | — | 1 | 23 | 81 | 18 | 39 | 2 | — | 164 | ||||||||||
| Substandard | 4 | 8 | 8 | 4 | 20 | 25 | — | — | 69 | ||||||||||
| Doubtful | 3 | — | 3 | — | — | 1 | — | — | 7 | ||||||||||
| Loss | — | — | 1 | — | — | 1 | — | — | 2 | ||||||||||
| Total owner occupied term | $533 | $508 | $1,050 | $952 | $436 | $1,705 | $81 | $5 | $5,270 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $1 | $— | $— | $— | $— | $— | $1 | ||||||||||
| Multifamily | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $169 | $254 | $1,995 | $1,634 | $406 | $1,224 | $93 | $— | $5,775 | ||||||||||
| Special mention | — | — | 4 | 7 | — | 12 | — | — | 23 | ||||||||||
| Substandard | — | — | 3 | 2 | — | 1 | — | — | 6 | ||||||||||
| Total multifamily | $169 | $254 | $2,002 | $1,643 | $406 | $1,237 | $93 | $— | $5,804 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Construction & development | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $473 | $504 | $747 | $129 | $79 | $19 | $14 | $— | $1,965 | ||||||||||
| Special mention | 2 | — | 1 | 15 | — | — | — | — | 18 | ||||||||||
| Total construction & development | $475 | $504 | $748 | $144 | $79 | $19 | $14 | $— | $1,983 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Residential development | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $62 | $6 | $5 | $1 | $— | $1 | $154 | $3 | $232 | ||||||||||
| Total residential development | $62 | $6 | $5 | $1 | $— | $1 | $154 | $3 | $232 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Total commercial real estate | $1,536 | $1,867 | $5,083 | $3,874 | $1,490 | $5,329 | $368 | $20 | $19,567 | ||||||||||
| (in millions) · Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis · Revolving to Non-Revolving Loans Amortized Cost | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total | |||||||||||||||||||
| Commercial: | |||||||||||||||||||
| Term | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $827 | $650 | $1,047 | $789 | $297 | $619 | $1,080 | $21 | $5,330 | ||||||||||
| Special mention | 2 | 48 | 26 | 8 | — | 14 | 37 | — | 135 | ||||||||||
| Substandard | 25 | 2 | 10 | 5 | 3 | 10 | — | — | 55 | ||||||||||
| Doubtful | 1 | 1 | 4 | 4 | 1 | 2 | — | — | 13 | ||||||||||
| Loss | — | — | 1 | 1 | 1 | 2 | — | — | 5 | ||||||||||
| Total term | $855 | $701 | $1,088 | $807 | $302 | $647 | $1,117 | $21 | $5,538 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $1 | $3 | $2 | $1 | $1 | $1 | $4 | $— | $13 | ||||||||||
| Lines of credit & other | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $99 | $42 | $55 | $19 | $9 | $10 | $2,382 | $16 | $2,632 | ||||||||||
| Special mention | — | 2 | 1 | — | — | — | 31 | 4 | 38 | ||||||||||
| Substandard | 34 | 2 | 1 | — | — | — | 54 | 9 | 100 | ||||||||||
| Total lines of credit & other | $133 | $46 | $57 | $19 | $9 | $10 | $2,467 | $29 | $2,770 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $1 | $— | $— | $— | $1 | $20 | $3 | $25 | ||||||||||
| Leases & equipment finance | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $603 | $457 | $296 | $102 | $32 | $46 | $— | $— | $1,536 | ||||||||||
| Special mention | 10 | 39 | 9 | 2 | 1 | — | — | — | 61 | ||||||||||
| Substandard | 5 | 9 | 9 | 3 | 1 | 1 | — | — | 28 | ||||||||||
| Doubtful | 4 | 10 | 14 | 5 | 1 | — | — | — | 34 | ||||||||||
| Loss | — | 1 | 1 | — | — | — | — | — | 2 | ||||||||||
| Total leases & equipment finance | $622 | $516 | $329 | $112 | $35 | $47 | $— | $— | $1,661 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $2 | $23 | $49 | $19 | $5 | $3 | $— | $— | $101 | ||||||||||
| Total commercial | $1,610 | $1,263 | $1,474 | $938 | $346 | $704 | $3,584 | $50 | $9,969 | ||||||||||
| Residential: | |||||||||||||||||||
| Mortgage | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $236 | $232 | $1,777 | $2,097 | $473 | $1,042 | $— | $— | $5,857 | ||||||||||
| Special mention | 2 | 3 | 2 | 3 | 1 | 8 | — | — | 19 | ||||||||||
| Substandard | 3 | 5 | 5 | 11 | 2 | 16 | — | — | 42 | ||||||||||
| Loss | 1 | 2 | 4 | 4 | 1 | 3 | — | — | 15 | ||||||||||
| Total mortgage | $242 | $242 | $1,788 | $2,115 | $477 | $1,069 | $— | $— | $5,933 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $1 | $— | $— | $1 | $— | $— | $2 | ||||||||||
| (in millions) · Term Loans Amortized Cost Basis by Origination Year · Revolving Loans Amortized Cost Basis · Revolving to Non-Revolving Loans Amortized Cost | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total | |||||||||||||||||||
| Home equity loans & lines | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $1 | $1 | $2 | $1 | $1 | $38 | $1,941 | $30 | $2,015 | ||||||||||
| Special mention | — | — | — | — | — | 1 | 8 | 1 | 10 | ||||||||||
| Substandard | — | — | — | — | — | — | 1 | 1 | 2 | ||||||||||
| Loss | — | — | — | — | — | 1 | 2 | 2 | 5 | ||||||||||
| Total home equity loans & lines | $1 | $1 | $2 | $1 | $1 | $40 | $1,952 | $34 | $2,032 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $— | $— | $— | $— | $— | $— | $— | $— | ||||||||||
| Total residential | $243 | $243 | $1,790 | $2,116 | $478 | $1,109 | $1,952 | $34 | $7,965 | ||||||||||
| Consumer & other: | |||||||||||||||||||
| Credit quality indicator: | |||||||||||||||||||
| Pass/Watch | $22 | $16 | $10 | $5 | $3 | $5 | $117 | $1 | $179 | ||||||||||
| Special mention | — | — | — | — | — | — | 1 | — | 1 | ||||||||||
| Total consumer & other | $22 | $16 | $10 | $5 | $3 | $5 | $118 | $1 | $180 | ||||||||||
| Prior Year End period: | |||||||||||||||||||
| Gross charge-offs | $— | $3 | $— | $— | $— | $— | $2 | $1 | $6 | ||||||||||
| Grand total | $3,411 | $3,389 | $8,357 | $6,933 | $2,317 | $7,147 | $6,022 | $105 | $37,681 | ||||||||||
Note 6 –Goodwill and Other Intangible Assets
Goodwill represents the excess of the total acquisition price paid over the fair value of the assets acquired, net of fair value of liabilities assumed in connection with mergers and acquisitions. In the third quarter of 2025, the Company recorded $452 million of goodwill associated with the acquisition of Pacific Premier. Additional information on the acquisition and purchase price allocations is provided in Note 2 –Business Combinations.
The following table presents the changes in the carrying amount of goodwill:
| (in millions) | Goodwill |
|---|---|
| Balance, December 31, 2024 | $1,029 |
| Acquisitions and adjustments | 452 |
| Balance, September 30, 2025 | $1,481 |
Core deposit intangible assets values were determined based on the present value of the expected cost savings attributable to the core deposit funding relative to an alternative source of funding. In the third quarter of 2025, the Company recorded $355 million of core deposit intangibles associated with the acquisition of Pacific Premier.
The intangible assets are being amortized on an accelerated basis over a period of 10 years. No impairment losses have been recognized in the periods presented.
The following table summarizes other intangible assets as of the dates presented:
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount |
|---|---|---|---|
| September 30, 2025 | $1,065 | $(311) | $754 |
| December 31, 2024 | $710 | $(226) | $484 |
Amortization expense recognized on intangible assets was $31 million and $85 million for the three and nine months ended September 30, 2025, respectively, and $29 million and $90 million for the three and nine months ended September 30, 2024, respectively.
The table below presents the forecasted amortization expense for intangible assets as of September 30, 2025:
| (in millions) | |
|---|---|
| Year | Expected Amortization |
| Remainder of 2025 | $42 |
| 2026 | 155 |
| 2027 | 136 |
| 2028 | 116 |
| 2029 | 97 |
| Thereafter | 208 |
| Total intangible assets | $754 |
Note 7 –Borrowings
The Bank's FHLB advances were $2.3 billion as of September 30, 2025, as compared to $3.1 billion at December 31, 2024. The FHLB advances have fixed interest rates ranging from 4.12% to 4.52% and all mature in 2025. The FHLB requires the Bank to maintain a required level of investment in FHLB and sufficient collateral to qualify for secured advances. Refer to Note 4 –Loans and Leases for further information on loans pledged as collateral for borrowings.
Note 8 –Commitments and Contingencies
Financial Instruments with Off-Balance-Sheet Risk — The Company's financial statements do not reflect various commitments and contingent liabilities that arise in the normal course of the Bank's business and involve elements of credit, liquidity, and interest rate risk.
The following table presents a summary of the Bank's commitments and contingent liabilities:
| (in millions) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Commitments to extend credit | $11,577 | $10,078 |
| Forward sales commitments | $82 | $77 |
| Commitments to originate residential mortgage loans held for sale | $59 | $46 |
| Standby letters of credit | $354 | $216 |
The Bank is a party to financial instruments with off-balance sheet credit risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve elements of credit and interest-rate risk similar to the risk involved in on-balance sheet items. The contract or notional amounts of these instruments reflect the extent of the Bank's exposure in particular classes of financial instruments.
The Bank's exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit, and financial guarantees written, is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
Standby letters of credit and written financial guarantees are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including international trade finance, commercial paper, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds cash, marketable securities, or real estate as collateral supporting those commitments for which collateral is deemed necessary. There wereno financial guarantees in connection with standby letters of credit that the Bank was required to perform on during the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025, approximately $329 million of standby letters of credit expire within one year, and $25 million expire thereafter.
Residential mortgage loans sold into the secondary market are sold with limited recourse against the Company, meaning that the Company may be obligated to repurchase or otherwise reimburse the investor for incurred losses on any loans that suffer an early payment default, are not underwritten in accordance with investor guidelines or are determined to have pre-closing borrower misrepresentations.
Legal Proceedings and Regulatory Matters—The Company is subject to litigation in court and arbitral proceedings, as well as proceedings, investigations, examinations, and other actions brought or considered by governmental and self-regulatory agencies. The Company is party to various pending and threatened claims and legal proceedings arising in the normal course of business activities, some of which involve claims for substantial or uncertain amounts.
In September 2023,34 related real estate investment entities (the "iCap Entities") that maintained their primary deposit accounts with the Bank filed jointly-administered Chapter 11 bankruptcies in the United States Bankruptcy Court for the Eastern District of Washington. In pleadings filed in the Bankruptcy Court for the Eastern District of Washington on behalf of investors who claimed losses of approximately $290 million, the Bank was identified as a party against which claims may be brought in connection with the iCap Entities' alleged operation of a Ponzi scheme prior to the bankruptcy proceedings described above. On September 26, 2025, the co-trustees of the iCap Trust, a liquidating trust created by the Second Modified Second Amended Joint Chapter 11 Plan of Liquidation of the iCap Entities, filed suit in the United States District Court for the Western District of Washington alleging aiding and abetting claims against the Bank associated with the provision of banking services to the bankrupt iCap Entities. The suit was filed on behalf of 488 investors with claims totaling approximately $90 million. Remaining investors may pursue their claims separately. The Bank intends to vigorously defend against any and all claims.
In August 2020, a class action complaint was filed in the United States District Court for the Northern District of California alleging aiding and abetting claims against the Bank associated with the failure of two commercial real estate investment companies, Professional Financial Investors, Inc. and Professional Investors Security Fund, Inc., allegedly effected through a Ponzi scheme. Both companies maintained their primary deposit account relationship with the Bank’s Novato, Marin County, California branch office, acquired by the Bank from Circle Bank. The Bank's motion to dismiss was denied in January 2021, and its motion for summary judgment was denied in December 2022, and at the same time the District Court certified the plaintiffs' proposed class. Two other related cases were filed in 2023: one case alleges similar claims by two investors and was filed in May 2023 in Marin County Superior Court that was settled in February 2025 for a nominal sum; and another case was filed in June 2023 in the United States District Court for the Northern District of California alleging claims by ten investors with different investments than the class members and dismissed by the court for lack of standing in July 2024. Filing of these cases follows an SEC non-public investigation of Professional Financial Investors, Inc. and Professional Investors Security Fund, Inc. that commenced on May 28, 2020. Plaintiffs in the District Court class action case alleged damages resulting from the scheme of between $297 million and $368 million, including prejudgment interest. Trial in the District Court class action case commenced on February 3, 2025 and a mistrial was declared on March 4, 2025. The Bank subsequently engaged in a court ordered settlement conference, and a Notice of Settlement was filed on March 27, 2025, which contemplates a settlement payment of $55 million by the Bank, including any attorneys' fees or costs. The settlement was granted final court approval on September 11, 2025 and funded in October 2025.
As previously disclosed, in 2023, the Bank was informed by one of its technology service providers (the "Vendor") that a widely reported security incident involving MOVEit, a filesharing software used globally by government agencies, enterprise corporations, and financial institutions, resulted in the unauthorized acquisition by a third party of the names and social security numbers or tax identification numbers of certain of the Bank's consumer and small business customers (the "Vendor Incident").
Other than the information described above, no account information for accounts at the Bank was compromised as a result of the Vendor Incident, and no information from the Bank's commercial customers was involved in the Vendor Incident. On June 22, 2023, the Bank sent an email to potentially affected consumer and small business customers informing them of the Vendor Incident. Between August 11, 2023, and August 15, 2023, the Vendor, on behalf of the Bank, initiated formal notice via U.S. Mail to the 429,252 Bank customers whose information was involved in the Vendor Incident. The Bank and the Vendor also notified applicable federal and state regulators regarding the Vendor Incident.
Beginning on August 18, 2023, some of the individuals who were notified of the Vendor Incident filed lawsuits against the Bank seeking monetary recovery and other relief on behalf of themselves and one or more putative classes of other individuals similarly situated. Two such cases were filed in federal court (the United States District Court for the Western District of Washington), one of which was later voluntarily dismissed without prejudice. Five such cases were filed in state court in Washington (the Washington Superior Court for Pierce County) and one case in state court in California (the California Superior Court for Contra Costa County). The state court cases were subsequently removed to federal court by the Bank. On October 4, 2023, the United States Judicial Panel on Multidistrict Litigation, in view of the large number of lawsuits arising out of the MOVEit data incident in federal courts across the United States, initiated a multidistrict litigation ("MDL") for these cases to allow such cases to be transferred to one court for pre-trial proceedings. The MDL is titled In Re: MOVEit Customer Data Security Breach Litigation, MDL No. 3083 and is pending in the United States District Court for the District of Massachusetts as MDL No. 1:23-md-03083-ADB-PGL. All seven cases against the Bank have been transferred to the MDL as of January 29, 2024. The cases collectively allege claims for negligence, negligenceper se, breach of contract, breach of implied contract, breach of third-party beneficiary contract, breach of fiduciary duty, invasion of privacy, breach of the covenant of good faith and fair dealing, unjust enrichment, and violation of certain statutes, namely the Washington Consumer Protection Act, the California Consumer Legal Remedies Act, the California Consumer Privacy Act, and the California Unfair Competition Law. The Bank has also received claims by or on behalf of individuals in connection with the Vendor Incident. Such claims have the potential to give rise to additional litigation. The Bank has engaged defense counsel and intends to vigorously defend against these suits and any similar or related suits or claims. The Bank has notified relevant insurance carriers and business counterparties and continues to reserve all of its relevant rights to indemnity, defense, contribution, and other relief in connection with these matters.
At least quarterly, liabilities and contingencies are assessed in connection with all outstanding or new legal matters, utilizing the most recent information available. If it is determined that a loss from a matter is probable and that the amount of the loss can be reasonably estimated, an accrual for the loss is established. Once established, each accrual is adjusted as appropriate to reflect any subsequent developments in the specific legal matter. It is inherently difficult to determine whether any loss is probable or even possible. It is also inherently difficult to estimate the amount of any loss and there may be matters for which a loss is probable or reasonably possible but not currently estimable. Actual losses may be in excess of any established accrual or the range of reasonably possible loss. Management's estimate will change from time to time. For matters where a loss is not probable, or the amount of the loss cannot be estimated, no accrual is established. In addition to the settlement payment accrual noted above, the Company has $1 million accrued related to other legal matters as of September 30, 2025, which is recorded as a component of other liabilities on the Condensed Consolidated Balance Sheets.
The resolution and the outcome of legal claims are unpredictable, exacerbated by factors including the following: damages sought are unsubstantiated or indeterminate; it is unclear whether a case brought as a class action will be allowed to proceed on that basis; discovery or motion practice is not complete; the proceeding is not yet in its final stages; the matters present legal uncertainties; there are significant facts in dispute; there are a large number of parties, including multiple defendants; or there is a wide range of potential results. Any estimate or determination relating to the future resolution of legal and regulatory matters is uncertain and involves significant judgment. The Company is usually unable to determine whether a favorable or unfavorable outcome is remote, reasonably likely or probable, or to estimate the amount or range of a probable or reasonably likely loss until relatively late in the process.
Although there can be no assurance as to the ultimate outcome of a specific legal matter, the Company believes it has meritorious defenses to the claims asserted against us in our currently outstanding legal matters, and the Company intends to continue to vigorously defend ourselves. The Company will consider settlement of legal matters when, in management's judgment, it is in the best interests of the Company and its shareholders.
Based on information currently available, advice of counsel, available insurance coverage, and established reserves, the Company believes that the eventual outcome of the actions against us will not have a material adverse effect on the Company's consolidated financial statements. However, it is possible that the ultimate resolution of a matter, if unfavorable, may be material to the Company's results of operations for any particular reporting period.
Concentrations of Credit Risk—The Bank grants real estate mortgage, real estate construction, commercial, agricultural and installment loans and leases to customers in Oregon, Washington, California, Idaho, Nevada, Arizona, Colorado, and Utah. In management's judgment, a concentration exists in real estate-related loans, which represented approximately 77% and 75% of the Bank's loan and lease portfolio for September 30, 2025 and December 31, 2024, respectively. CRE concentrations are managed to ensure geographic and business diversity, primarily in our footprint. The multifamily portfolio, including construction, represented approximately 24% and 19% of the total loan portfolio as of September 30, 2025 and December 31, 2024, respectively. The office portfolio represented approximately 8% of the total loan portfolio as of both September 30, 2025 and December 31, 2024. Although management believes such concentrations have no more than the normal risk of collectability, a substantial decline in the economy in general, material increases in interest rates, changes in tax policies, tightening credit or refinancing markets, or a decline in real estate values in the Bank's primary market areas in particular, could have an adverse impact on the repayment of these loans. Personal and business incomes, proceeds from the sale of real property, or proceeds from refinancing represent the primary sources of repayment for a majority of these loans.
The Bank recognizes the credit risks inherent in dealing with other depository institutions. Accordingly, to prevent excessive exposure to any single correspondent, the Bank has established general standards for selecting correspondent banks as well as internal limits for allowable exposure to any single correspondent. In addition, the Bank has an investment policy that sets forth limitations that apply to all investments with respect to credit rating and concentrations with an issuer.
Note 9 –Derivatives
The Bank uses derivatives primarily to manage interest rate and foreign currency risks. These instruments are not designated as accounting hedges; instead, they are accounted for as free-standing derivatives, or economic hedges, with changes in the fair value of the derivatives reported in income. The Company utilizes forward interest rate contracts in its derivative risk management strategy.
The Bank enters into forward delivery contracts to sell residential mortgage loans or mortgage-backed securities to broker-dealers at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage interest rate lock commitments. Credit risk associated with forward delivery contracts is limited to the replacement cost of those forward delivery contracts in a gain position. There wereno counterparty default losses on forward delivery contracts in the three and nine months ended September 30, 2025 and 2024. Market risk with respect to forward delivery contracts arises principally from changes in the value of contractual positions due to changes in interest rates. The Bank limits its exposure to market risk by monitoring differences between commitments to customers and forward delivery contracts with broker-dealers. In the event the Company has forward delivery contracts commitments in excess of available mortgage loans, the Company completes the transaction by either paying or receiving a fee to or from the broker-dealer equal to the increase or decrease in the market value of the forward delivery contracts. As of September 30, 2025 and December 31, 2024, the Bank had commitments to originate mortgage loans held for sale totaling $59 million and $46 million, respectively, and forward sales commitments of $82 million and $77 million, respectively.
The Bank purchases interest rate futures and forward settling mortgage-backed securities to hedge the interest rate risk of MSRs. As of September 30, 2025, the Bank had $194 million notional of interest rate futures contracts and $36 million of mortgage-backed securities. As of December 31, 2024, the Bank had $187 million notional of interest rate futures contracts and $12 million of mortgage-backed securities related to this program.
The Bank executes interest rate swaps with commercial banking borrowers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously hedged by offsetting the interest rate swaps that the Bank executes with a third party, such that the Bank minimizes its net risk exposure. As of September 30, 2025, the Bank had interest rate swap assets with a notional amount of $4.5 billion and interest rate swap liabilities with a notional amount of $4.5 billion related to this program. As of December 31, 2024, the Bank had interest rate swap assets and interest rate swap liabilities, with notional amounts of $4.3 billion and $4.4 billion, respectively.
The Bank has collateral posting requirements for initial margins with its clearing houses and is required to post collateral against its obligations under these interest rate swaps of $89 million and $87 million as of September 30, 2025 and December 31, 2024, respectively.
The Bank's clearable interest rate swap derivatives are cleared through the Chicago Mercantile Exchange and London Clearing House. These clearing houses characterize the variation margin payments, for certain interest rate swap derivative contracts that are referred to as settled-to-market, as settlements of the derivative's mark-to-market exposure and not collateral. The Company accounts for the variation margin as an adjustment to cash collateral, as well as a corresponding adjustment to the derivative asset and liability. As of September 30, 2025 and December 31, 2024, the variation margin netting adjustments for centrally cleared interest rate swaps consisted of derivative asset adjustments of $107 million and $174 million, respectively.
The Bank also has solely executed interest rate swaps indexed to Term SOFR, which are not clearable. These interest rate swaps are executed on a bilateral basis with a counterparty bank. There is no initial margin posted for bilateral swaps, but cash collateral equivalent to variation margin is exchanged to cover the mark-to-market exposure on a daily basis.
The Bank also executes foreign currency hedges as a service for customers. These foreign currency hedges are then offset with hedges with other third-party banks to limit the Bank's risk exposure.
The Bank's derivative assets are included in other assets on the Condensed Consolidated Balance Sheets, while the derivative liabilities are included in other liabilities on the Condensed Consolidated Balance Sheets. The following table summarizes the types of derivatives, separately by assets and liabilities, and the fair values of such derivatives as of the dates presented:
| (in millions) | Asset Derivatives | Liability Derivatives | ||
|---|---|---|---|---|
| Derivatives not designated as hedging instrument | September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 |
| Interest rate futures | $— | $— | $1 | $3 |
| Interest rate forward sales commitments | — | 1 | — | — |
| Interest rate swaps | 88 | 107 | 193 | 277 |
| Foreign currency derivatives | — | 1 | — | 1 |
| Total derivative assets and liabilities | $88 | $109 | $194 | $281 |
The gains and losses on the Company's mortgage banking derivatives are included in mortgage banking revenue. The gains and losses on the Company's interest rate swaps and foreign currency derivatives are included in other income. The following table summarizes the types of derivatives and the gains (losses) recorded for the periods indicated:
| (in millions) | Three Months Ended | Nine Months Ended | ||
|---|---|---|---|---|
| Derivatives not designated as hedging instrument | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 |
| Interest rate lock commitments | $— | $1 | $— | $— |
| Interest rate futures | — | 5 | 5 | (1) |
| Interest rate forward sales commitments | (1) | (2) | (2) | (1) |
| Interest rate swaps | — | (4) | (3) | (2) |
| Foreign currency derivatives | 1 | — | 1 | 1 |
| Total derivative gains (losses) | $— | $— | $1 | $(3) |
The Company is party to interest rate swap contracts that are subject to enforceable master netting arrangements or similar agreements. Under these agreements, the Company may have the right to net settle multiple contracts with the same counterparty.
The following table shows the gross interest rate swaps in the Condensed Consolidated Balance Sheets and the respective collateral received or pledged in the form of cash or other financial instruments. The collateral amounts are limited to the outstanding balances of the related asset or liability. Therefore, instances of over collateralization are not shown.
| Gross Amounts Not Offset in the Condensed Consolidated Balance Sheets | ||||||
|---|---|---|---|---|---|---|
| (in millions) | Gross Amounts of Recognized Assets/Liabilities | Gross Amounts Offset in the Condensed Consolidated Balance Sheets | Net Amounts of Assets/Liabilities Presented in the Condensed Consolidated Balance Sheets | Financial Instruments | Collateral Received/Posted | Net Amount |
| Derivative Assets | ||||||
| Interest rate swaps | $88 | $— | $88 | $9 | $39 | $40 |
| Derivative Liabilities | ||||||
| Interest rate swaps | $193 | $— | $193 | $9 | $7 | $177 |
| Derivative Assets | ||||||
| Interest rate swaps | $107 | $— | $107 | $6 | $97 | $4 |
| Derivative Liabilities | ||||||
| Interest rate swaps | $277 | $— | $277 | $6 | $— | $271 |
Note 10 –Earnings Per Common Share
The Company applies the two-class method of computing basic and diluted EPS. Under the two-class method, EPS is determined for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Due to the Pacific Premier acquisition, the Company now has restricted shares under share-based compensation plans that qualify as participating securities. As of September 30, 2025, the participating securities had no impact on EPS.
The following is a computation of basic and diluted earnings per common share for the periods indicated:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (in millions, except per share amounts, shares in thousands) | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 |
| Net income allocated to common shares | $96 | $146 | $335 | $390 |
| Weighted average number of common shares outstanding - basic | 237,838 | 208,545 | 218,694 | 208,435 |
| Dilutive effect of share-based compensation | 1,087 | 909 | 1,018 | 702 |
| Weighted average number of common shares outstanding - diluted | 238,925 | 209,454 | 219,712 | 209,137 |
| Earnings per common share: | ||||
| Basic | $0.40 | $0.70 | $1.53 | $1.87 |
| Diluted | $0.40 | $0.70 | $1.53 | $1.87 |
The following table represents the weighted average outstanding restricted stock awards and units that were not included in the computation of diluted earnings per share because their effect would be anti-dilutive for the periods indicated:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (shares in thousands) | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 |
| Restricted stock awards and units | 100 | 18 | 125 | 327 |
Note 11 –Fair Value Measurement
The following table presents estimated fair values of the Company's financial instruments as of the dates presented, whether or not recognized or recorded at fair value on a recurring basis in the Condensed Consolidated Balance Sheets:
| September 30, 2025 · December 31, 2024 | |||||
|---|---|---|---|---|---|
| (in millions) | Level | Carrying Value | Fair Value | Carrying Value | Fair Value |
| Financial assets: | |||||
| Cash and cash equivalents | 1 | $2,343 | $2,343 | $1,879 | $1,879 |
| Equity and other investment securities | 1,2 | 112 | 112 | 78 | 78 |
| Investment securities available for sale | 1,2 | 11,013 | 11,013 | 8,275 | 8,275 |
| Investment securities held to maturity | 3 | 18 | 18 | 2 | 3 |
| Loans held for sale | 2 | 340 | 340 | 72 | 72 |
| Loans and leases, net (1) | 2,3 | 47,989 | 46,715 | 37,256 | 35,690 |
| Restricted equity securities | 1 | 119 | 119 | 150 | 150 |
| Residential mortgage servicing rights | 3 | 101 | 101 | 108 | 108 |
| Derivatives | 2,3 | 88 | 88 | 109 | 109 |
| Financial liabilities: | |||||
| Deposits | 2 | 55,771 | 55,759 | 41,721 | 41,707 |
| Securities sold under agreements to repurchase | 2 | 167 | 167 | 237 | 237 |
| Borrowings | 2 | 2,300 | 2,300 | 3,100 | 3,102 |
| Junior subordinated debentures, at fair value | 3 | 331 | 331 | 331 | 331 |
| Junior and other subordinated debentures, at amortized cost | 3 | 107 | 108 | 108 | 104 |
| Derivatives | 1,2,3 | 194 | 194 | 281 | 281 |
(1) Loans and leases, net are classified as level 3, with the exception of loans originated as held for sale and transferred into loans held for investment of $76 million and $169 million as of September 30, 2025 and December 31, 2024, respectively, which are classified as level 2.
Fair Value of Assets and Liabilities Measured on a Recurring Basis
The following tables present information about the Company's assets and liabilities measured at fair value on a recurring basis as of the periods presented:
| (in millions) | September 30, 2025 | |||
|---|---|---|---|---|
| Description | Total | Level 1 | Level 2 | Level 3 |
| Financial assets: | ||||
| Equity and other investment securities | ||||
| Investments in mutual funds and other securities | $92 | $61 | $31 | $— |
| Equity securities held in rabbi trusts | 20 | 20 | — | — |
| Investment securities available for sale | ||||
| U.S. Treasury and agencies | 1,295 | 208 | 1,087 | — |
| Obligations of states and political subdivisions | 1,637 | — | 1,637 | — |
| Mortgage-backed securities and collateralized mortgage obligations | 8,081 | — | 8,081 | — |
| Loans held for sale, at fair value | 340 | — | 340 | — |
| Loans and leases, at fair value | 76 | — | 76 | — |
| Residential mortgage servicing rights, at fair value | 101 | — | — | 101 |
| Derivatives | ||||
| Interest rate swaps | 88 | — | 88 | — |
| Total assets measured at fair value | $11,730 | $289 | $11,340 | $101 |
| Financial liabilities: | ||||
| Junior subordinated debentures, at fair value | $331 | $— | $— | $331 |
| Derivatives | ||||
| Interest rate futures | 1 | 1 | — | — |
| Interest rate swaps | 193 | — | 193 | — |
| Total liabilities measured at fair value | $525 | $1 | $193 | $331 |
| (in millions) | December 31, 2024 | |||
|---|---|---|---|---|
| Description | Total | Level 1 | Level 2 | Level 3 |
| Financial assets: | ||||
| Equity and other investment securities | ||||
| Investments in mutual funds and other securities | $62 | $44 | $18 | $— |
| Equity securities held in rabbi trusts | 16 | 16 | — | — |
| Investment securities available for sale | ||||
| U.S. Treasury and agencies | 1,423 | 321 | 1,102 | — |
| Obligations of states and political subdivisions | 1,026 | — | 1,026 | — |
| Mortgage-backed securities and collateralized mortgage obligations | 5,826 | — | 5,826 | — |
| Loans held for sale, at fair value | 72 | — | 72 | — |
| Loans and leases, at fair value | 169 | — | 169 | — |
| Residential mortgage servicing rights, at fair value | 108 | — | — | 108 |
| Derivatives | ||||
| Interest rate forward sales commitments | 1 | — | 1 | — |
| Interest rate swaps | 107 | — | 107 | — |
| Foreign currency derivatives | 1 | — | 1 | — |
| Total assets measured at fair value | $8,811 | $381 | $8,322 | $108 |
| Financial liabilities: | ||||
| Junior subordinated debentures, at fair value | $331 | $— | $— | $331 |
| Derivatives | ||||
| Interest rate futures | 3 | — | 3 | — |
| Interest rate swaps | 277 | — | 277 | — |
| Foreign currency derivatives | 1 | — | 1 | — |
| Total liabilities measured at fair value | $612 | $— | $281 | $331 |
The following methods were used to estimate the fair value of each class of financial instrument that is carried at fair value in the tables above:
Securities— Fair values for investment securities are based on quoted market prices when available or through the use of alternative approaches, such as matrix or model pricing, or broker indicative bids, when market quotes are not readily accessible or available. Management periodically reviews the pricing information received from the third-party pricing service and compares it to a secondary pricing service, evaluating significant price variances between services to determine an appropriate estimate of fair value to report.
Loans Held for Sale— Fair value for residential mortgage loans originated as held for sale is determined based on quoted secondary market prices for similar loans, including the implicit fair value of embedded servicing rights. For loans not originated as held for sale, these loans are accounted for at lower of cost or market, with the fair value estimated based on the expected sales price.
Loans and leases— Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, including commercial, real estate, and consumer loans. Each loan category is further segregated by fixed and adjustable-rate loans. The fair value of loans is calculated by discounting expected cash flows at rates at which similar loans are currently being made. This model is periodically validated by an independent model validation group. These amounts are discounted further by embedded probable losses expected to be realized in the portfolio. For loans originated as held for sale and transferred into loans held for investment, the fair value is determined based on quoted secondary market prices for similar loans.
Residential Mortgage Servicing Rights— The fair value of MSR is estimated using a DCF model. Assumptions used include market discount rates, anticipated prepayment speeds, delinquency and foreclosure rates, and ancillary fee income net of servicing costs. This model is periodically validated by an independent model validation group. The model assumptions and the MSR fair value estimates are also compared to observable trades of similar portfolios as well as to MSR broker valuations and industry surveys, as available. Management believes the significant inputs utilized are indicative of those that would be used by market participants. The amount of contractually specified servicing fees, late fees, and ancillary fees earned, which is recorded in residential mortgage banking revenue, was $5 million and $17 million for the three and nine months ended September 30, 2025, respectively, as compared to $6 million and $18 million for the three and nine months ended September 30, 2024, respectively.
Junior Subordinated Debentures— The fair value of junior subordinated debentures is estimated using an income approach valuation technique. The significant unobservable input utilized in the estimation of fair value of these instruments is the credit risk adjusted spread. The credit risk adjusted spread represents the non-performance risk of the liability, contemplating the inherent risk of the obligation. The Company periodically utilizes a valuation firm to determine or validate the reasonableness of inputs and factors that are used to determine the fair value. The ending carrying (fair) value of the junior subordinated debentures measured at fair value represents the estimated amount that would be paid to transfer these liabilities in an orderly transaction among market participants. Due to credit concerns in the capital markets and inactivity in the trust preferred markets that have limited the observability of market spreads, the Company has classified this as a Level 3 fair value measurement.
Derivative Instruments— Derivatives include interest rate swaps, forward sales commitments, foreign currency derivatives, interest rate futures, and interest rate lock commitments. The fair values of these instruments generally fluctuate with changes in market interest rates. Interest rate swaps, forward sales commitments, and foreign currency derivatives are valued using dealer quotes and secondary market sources, and are classified as Level 2 fair value measurements. Interest rate futures are exchange-traded derivatives, valued at fair value using quoted settlement prices from the exchange, and are classified as Level 1. Interest rate lock commitments use a pull-through rate that is considered an unobservable input, so these are classified as Level 3 fair value measurements.
Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)
The following table provides a description of the valuation technique, significant unobservable inputs, and qualitative information about the unobservable inputs for the Company's assets and liabilities classified as Level 3 and measured at fair value on a recurring basis as of the dates presented:
| Financial Instrument · Fair Value (in millions) · Valuation Technique · Unobservable Input · Range of Inputs · Weighted Average | |||||||
|---|---|---|---|---|---|---|---|
| Assets: | |||||||
| Residential mortgage servicing rights | $101 | Discounted cash flow | Constant prepayment rate | 5.77% - 31.32% | 7.94% | ||
| Discount rate | 9.50% - 16.26% | 10.20% | |||||
| Liabilities: | |||||||
| Junior subordinated debentures | $331 | Discounted cash flow | Credit spread | 2.12% - 4.28% | 3.08% | ||
| Financial Instrument | Fair Value (in millions) | Valuation Technique | Unobservable Input | Range of Inputs | Weighted Average | ||
| Assets: | |||||||
| Residential mortgage servicing rights | $108 | Discounted cash flow | Constant prepayment rate | 5.77% - 60.85% | 6.92% | ||
| Discount rate | 9.50% - 16.16% | 10.23% | |||||
| Liabilities: | |||||||
| Junior subordinated debentures | $331 | Discounted cash flow | Credit spread | 1.46% - 4.15% | 3.06% | ||
Generally, increases in the constant prepayment rate or the discount rate utilized in the fair value measurement of the residential mortgage servicing rights will result in a decrease in fair value. Conversely, decreases in the constant prepayment rate or the discount rate will result in an increase in fair value.
Management believes that the credit risk adjusted spread utilized in the fair value measurement of the junior subordinated debentures carried at fair value is indicative of the non-performance risk premium a willing market participant would require under current market conditions, which is an inactive market. Generally, an increase in the credit spread will result in a decrease in the estimated fair value. Conversely, a decrease in the credit spread will result in an increase in the estimated fair value.
The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis for the periods indicated:
| Three Months Ended | ||||
|---|---|---|---|---|
| September 30, 2025 | September 30, 2024 | |||
| (in millions) | Residential Mortgage Servicing Rights | Junior Subordinated Debentures, at Fair Value | Residential Mortgage Servicing Rights | Junior Subordinated Debentures, at Fair Value |
| Beginning balance | $103 | $(323) | $110 | $(310) |
| Change included in earnings | (3) | (7) | (9) | (8) |
| Change in fair values included in comprehensive income/loss | — | (8) | — | (2) |
| Purchases and issuances | 1 | — | 1 | — |
| Sales and settlements | — | 7 | — | 8 |
| Ending balance | $101 | $(331) | $102 | $(312) |
| Change in unrealized gains or losses for the period included in earnings for assets and liabilities held at end of period | $— | $(7) | $(6) | $(8) |
| Change in unrealized gains or losses for the period included in other comprehensive income for assets and liabilities held at end of period | $— | $(8) | $— | $(2) |
| Nine Months Ended | ||||
| September 30, 2025 · September 30, 2024 | ||||
| (in millions) | Residential Mortgage Servicing Rights | Junior Subordinated Debentures, at Fair Value | Residential Mortgage Servicing Rights | Junior Subordinated Debentures, at Fair Value |
| Beginning balance | $108 | $(331) | $109 | $(316) |
| Change included in earnings | (12) | (20) | (11) | (23) |
| Change in fair values included in comprehensive income/loss | — | — | — | 4 |
| Purchases and issuances | 5 | — | 4 | — |
| Sales and settlements | — | 20 | — | 23 |
| Ending balance | $101 | $(331) | $102 | $(312) |
| Change in unrealized gains or losses for the period included in earnings for assets held at end of period | $(3) | $(20) | $(2) | $(23) |
| Change in unrealized gains or losses for the period included in other comprehensive income for assets held at end of period | $— | $— | $— | $4 |
Changes in residential mortgage servicing rights carried at fair value are recorded in residential mortgage banking revenue within non-interest income. Gains (losses) on interest rate lock commitments carried at fair value are recorded in residential mortgage banking revenue within non-interest income.
The contractual interest expense on the junior subordinated debentures is recorded on an accrual basis as interest on junior subordinated debentures within interest expense. Settlements related to the junior subordinated debentures represent the payment of accrued interest that is embedded in the fair value of these liabilities. The change in fair value of junior subordinated debentures is attributable to the change in the instrument specific credit risk; accordingly, the unrealized losses of $8 million for the three months ended September 30, 2025 were recorded net of tax as other comprehensive losses of $6 million. There was no impact for the nine months ended September 30, 2025. Comparatively, unrealized losses of $2 million and unrealized gains of $4 million were recorded net of tax as other comprehensive losses of $1 million and gains of $3 million for the three and nine months ended September 30, 2024, respectively. The change recorded for the three months ended September 30, 2025 was mainly due to changes in swap rates and credit spreads.
Fair Value of Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
From time to time, certain assets are measured at fair value on a nonrecurring basis. These adjustments to fair value generally result from the application of lower-of-cost-or-market accounting or write-downs of individual assets due to impairment, typically on collateral-dependent loans. The following tables present information about the Company's assets and liabilities measured at fair value on a nonrecurring basis for which a nonrecurring change in fair value was recorded during the reporting period. The amounts disclosed below represent the fair values at the time the nonrecurring fair value measurements were made, and not necessarily the fair value as of the dates reported upon.
| September 30, 2025 | ||||
|---|---|---|---|---|
| (in millions) | Total | Level 1 | Level 2 | Level 3 |
| Loans and leases | $17 | $— | $— | $17 |
| December 31, 2024 | ||||
|---|---|---|---|---|
| (in millions) | Total | Level 1 | Level 2 | Level 3 |
| Loans and leases | $28 | $— | $— | $28 |
The following table presents the losses resulting from nonrecurring fair value adjustments for the periods indicated:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| (in millions) | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 |
| Loans and leases | $17 | $25 | $72 | $84 |
The following provides a description of the valuation technique and inputs for the Company's assets and liabilities classified as Level 3 and measured at fair value on a nonrecurring basis. Unobservable inputs and qualitative information about the unobservable inputs are not presented as the fair value is determined by third-party information for loans and leases.
The loans and leases amounts above represent collateral-dependent loans and leases that have been adjusted to fair value. When a loan or non-homogeneous lease is identified as collateral-dependent, the Bank measures the impairment using the current fair value of the collateral, less estimated selling costs. Depending on the characteristics of a loan or lease, the fair value of collateral is generally estimated by obtaining external appraisals, but in some cases the value of the collateral may be estimated as having little to no value. When a homogeneous lease or equipment finance agreement becomes 181 days past due, it is determined that the collateral has little to no value. If it is determined that the value of the collateral-dependent loan or lease is less than its recorded investment, the Bank recognizes this impairment and adjusts the carrying value of the loan or lease to fair value, less costs to sell, through the ACL. The loss represents charge-offs on collateral-dependent loans and leases for fair value adjustments based on the fair value of collateral.
Fair Value Option
The following table presents the difference between the aggregate fair value and the aggregate unpaid principal balance of loans held for sale and loans held for investment accounted for under the fair value option as of the dates presented:
| September 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (in millions) | Fair Value | Aggregate Unpaid Principal Balance | Fair Value Less Aggregate Unpaid Principal Balance | Fair Value | Aggregate Unpaid Principal Balance | Fair Value Less Aggregate Unpaid Principal Balance |
| Loans held for sale | $340 | $357 | $(17) | $72 | $71 | $1 |
| Loans held for investment | $76 | $81 | $(5) | $169 | $201 | $(32) |
The Bank elected to measure certain residential mortgage loans held for sale under the fair value option, with interest income on these loans held for sale reported in interest and fees on loans and leases on the Condensed Consolidated Statements of Income. This reduces certain timing differences and better matches changes in the value of these assets with changes in the value of derivatives used as economic hedges for these assets. Residential mortgage loans held for sale accounted for under the fair value option are measured initially at fair value with subsequent changes in fair value recognized in earnings. Gains and losses from such changes in fair value are reported as a component of residential mortgage banking revenue. For the three and nine months ended September 30, 2025, the Company recorded no net change in fair value and a net increase in fair value of $1 million, respectively. For the three and nine months ended September 30, 2024, the Company recorded a net increase in fair value of $1 million and $1 million, respectively.
Management's intent to sell certain residential mortgage loans classified as held for sale may change over time due to factors including changes in overall market liquidity or changes in characteristics specific to certain loans held for sale. Consequently, these loans may be reclassified as loans held for investment and maintained in the Bank's loan portfolio. In the event that loans currently classified as held for sale are reclassified as loans held for investment, the loans will continue to be measured at fair value. Gains and losses from changes in fair value for these loans are reported in earnings as a component of other income and interest income on these loans are reported in interest and fees on loans and leases on the Condensed Consolidated Statements of Income. For the three and nine months ended September 30, 2025, the Company recorded a net increase in fair value of $4 million and $11 million, respectively, as compared to a net decrease in fair value of $9 million and $3 million for the three and nine months ended September 30, 2024, respectively.
The Company selected the fair value measurement option for certain junior subordinated debentures originally issued by Umpqua Holdings Corporation prior to its merger with Columbia (the Umpqua Statutory Trusts) and for junior subordinated debentures acquired by Umpqua Holdings Corporation from Sterling Financial Corporation prior to Umpqua Holdings Corporation's merger with Columbia, with changes in fair value recognized as a component of other comprehensive income. The remaining junior subordinated debentures were acquired through business combinations and were measured at fair value at the time of acquisition and subsequently measured at amortized cost.
Note 12 –Income Taxes and Investment Tax Credits
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, as well as in the majority of states. The Company acquired a $94 million net deferred tax asset before purchase accounting adjustments in the acquisition of Pacific Premier, including $3 million of federal and state NOL. The acquisition triggered an "ownership change" as defined in Section 382 of the Internal Revenue Code and the Company is evaluating the effects. However, the Company believes it is more likely than not that it will be able to fully realize the benefit of its federal and state NOL and tax carryforwards and has not provided a valuation allowance against its deferred tax assets.
As of September 30, 2025, the Company had a net deferred tax asset of $392 million, which includes $5 million of federal and state NOL carry-forwards that will begin to expire in 2027.
The Company recorded income tax expense of $111 million and $136 million for the nine months ended September 30, 2025 and 2024, respectively, representing effective tax rates of 24.9% and 25.8%, respectively. The effective tax rates differed from the statutory rate principally because of state taxes, non-deductible compensation, non-deductible FDIC assessments, and income on tax-exempt investment securities and loans. The change to the effective tax rate for the nine months ended September 30, 2025, as compared to the corresponding period in the prior year, was primarily attributable to a benefit recorded for the revaluation of the net deferred tax asset due to the effects of the acquisition of Pacific Premier.
Investment Tax Credits
The Company is involved in various entities that are considered to be variable interest entities, which are primarily related to investments promoting affordable housing and trust preferred securities. The Company is not required to consolidate variable interest entities in which it has concluded it does not have a controlling financial interest, and thus not the primary beneficiary. In such cases, the Company does not have both the power to direct the entities' most significant activities and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity. The maximum exposure to loss in the LIHTC is the amount of equity invested and credit extended by the Company.
Affordable Housing Tax Credit Investments
The Company makes certain equity investments in various limited partnerships that sponsor affordable housing projects; the purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of additional affordable housing product offerings, and to assist in achieving goals associated with the Community Reinvestment Act. The primary activities of the limited partnerships include the identification, development, and operation of multi-family housing that is leased to qualifying residential tenants.
The Company's investments in these entities generate a return primarily through the realization of federal income tax credits and other tax benefits, such as tax deductions from operating losses of the investments, over specified time periods. These tax credits and deductions are recognized as a reduction to income tax expense.
The Company records the investments in affordable housing partnerships of $328 million and $221 million as of September 30, 2025 and December 31, 2024, respectively, as a component of other assets on the Condensed Consolidated Balance Sheets and uses the proportional amortization method to account for the investments. The Company's unfunded capital commitments to these investments were $143 million and $95 million as of September 30, 2025 and December 31, 2024, respectively, which are recorded as a component of other liabilities on the Condensed Consolidated Balance Sheets. With its acquisition of Pacific Premier, the Company acquired $75 million in affordable housing partnership assets and $29 million in unfunded capital commitments related to these investments. Amortization related to these investments is recorded as a component of the provision for income taxes on the Condensed Consolidated Statements of Income.
Note 13 –Segment Reporting
The Company hasone operating and reportable segment based on the products and services offered, primarily banking operations as well as the operations, technology, and administrative functions of the Bank and Holding Company. The Company primarily derives revenue from banking operations by providing consumer and residential real estate loans, commercial lending products, deposit products, and treasury and wealth management services. The Company's primary market areas are in Oregon, Washington, California, Idaho, Nevada, Arizona, Colorado, and Utah and it manages the business activities on a consolidated basis. The accounting policies of the Bank are the same as those described in Note 1 - Summary of Significant Accounting Policiesof the Notes to Condensed Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
The Company's CODM is the Chief Executive Officer. The CODM assesses performance and decides how to allocate resources based on consolidated net income that is reported on the Condensed Consolidated Statements of Income. The measure of segment assets is total consolidated assets which is reported on the Condensed Consolidated Balance Sheets.
The CODM uses consolidated net income to evaluate income generated from segment assets in making decisions about the allocation of operating and capital resources. Net income is used to monitor budget versus actual results. The CODM also uses consolidated net income in competitive analysis by benchmarking to the Company's competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management's compensation.
The CODM is regularly provided with significant segment expense information at a level consistent with that disclosed in the Company's Condensed Consolidated Statements of Income.
Note 14 –Subsequent Event
On October 29, 2025, Columbia’s Board of Directors authorized a new share repurchase program for up to $700 million of the Company's common stock. Repurchases under this program may be executed in the open market or through privately negotiated transactions, including under Rule 10b5-1 plans. The timing and exact amount of common share repurchases will be at the discretion of senior management and subject to various factors, including, without limitation, Columbia’s capital position, financial performance, market conditions, and regulatory considerations. The repurchase program does not obligate the Company to repurchase any specific number of shares and may be suspended, modified, or terminated at any time by the Board of Directors. The authorization is effective through November 30, 2026.
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