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HOPE BANCORP INC

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

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About this filing

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

Sep 30, 2026 · Filed Nov 6, 2026

HOPE$13.36+1.4%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Note

  1. Commitments and Contingencies

The following table presents a summary of commitments at the dates indicated:

September 30, 2026December 31, 2025
(Dollars in thousands)
Unfunded commitments to extend credit$2,247,846$2,200,436
Standby letters of credit200,111154,067
Other commercial letters of credit48,00618,848
Commitments to fund tax credit investments and CRA investments63,29536,266

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, commercial letters of credit, and commitments to fund tax credit investments and CRA investments. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition.

The Company’s exposure to credit loss in the event of nonperformance on commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as the Company does for extending loan facilities to customers. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on the Company’s credit evaluation of the counterparty. The types of collateral that the Company may hold can vary and may include accounts receivable, inventory, property, plant and equipment, and income-producing properties. The estimated exposure to loss from these commitments is included in the reserve for unfunded loan commitments, which amounted to $2.9 million at September 30, 2026, and $3.3 million at December 31, 2025.

In the normal course of business, the Company is involved in various legal claims. The Company has reviewed all legal claims against the Company with counsel and has taken into consideration the views of such counsel as to the potential outcome of the claims. Loss contingencies for all legal claims totaled $774 thousand at September 30, 2026, and $484 thousand at December 31, 2025. It is reasonably possible that the Company may incur losses in excess of the amounts currently accrued. However, at this time, the Company is unable to estimate the range of additional losses that are reasonably possible because of a number of factors, including the fact that certain of these litigation matters are still in their early stages. Management believes that none of these legal claims, individually or in the aggregate, will have a material adverse effect on the results of operations or financial condition of the Company.

  1. Stockholders’ Equity

Total stockholders’ equity was $2.26 billion at September 30, 2026, compared with $2.28 billion at December 31, 2025.

On April 2, 2025, the Company acquired Territorial in an all-stock transaction. Pursuant to the merger agreement, Territorial shareholders received 0.8048 shares of the Company’s common stock in exchange for each share of Territorial common stock owned, with cash paid in lieu of fractional shares. The Company issued 6,976,754 shares of the Company’s common stock to Territorial shareholders valued at $73.3 million as part of the transaction, based on the closing price of the Company’s common stock on April 2, 2025. The pre-merger outstanding shares of the Company’s common stock remained outstanding and were not affected by the Merger.

In January 2022, the Company’s Board of Directors approved a share repurchase program that authorized the Company to repurchase up to $50.0 million of its common stock. The Board of Directors reaffirmed the repurchase program in December 2025, and at September 30, 2026, $26.6 million remained for repurchases. During the nine months ended September 30, 2026, the Company repurchased 772,726 shares of common stock for $8.7 million. The stock repurchases were recorded as treasury stock. See Part II, Item 2-“Unregistered Sales of Equity Securities and Use of Proceeds” for additional information.

For the three months ended September 30, 2026 and 2025, the Company paid dividends of $0.14 per common share. For the nine months ended September 30, 2026 and 2025, the Company paid dividends of $0.42 per common share.

The following table presents the changes to accumulated other comprehensive loss for the three and nine months ended September 30, 2026 and 2025:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Balance at beginning of period$(155,585)$(171,404)$(148,307)$(227,872)
Unrealized net (losses) gains on investment securities AFS(83,069)23,909(96,467)67,094
Unrealized net gains (losses) on interest rate contracts used for cash flow hedges193673,661(1,673)
Reclassification adjustments for net losses (gains) realized in net income607(126)41737,294
Tax effect23,622(6,808)26,290(28,905)
Other comprehensive (loss) income, net of tax(58,821)17,342(66,099)73,810
Balance at end of period$(214,406)$(154,062)$(214,406)$(154,062)

Reclassifications for net gains and losses realized in net income for the three and nine months ended September 30, 2026 and 2025, related to net gains on interest rate contracts designated as cash flow hedges, amortization on unrealized losses from transferred investment securities to HTM, and net gains and losses on sales of investment securities AFS. Gains and losses on interest rate contracts are recorded in interest income and interest expense in the Consolidated Statements of Income. The unrealized holding losses at the date of transfer on securities HTM will continue to be reported, net of taxes, in AOCI as a component of stockholders’ equity and amortized over the remaining life of the securities as an adjustment to yield.

For the three and nine months ended September 30, 2026, the Company reclassified net gains of $115 thousand and $175 thousand on interest rate contracts designated as cash flow hedges, respectively, from other comprehensive income to net interest income, compared with net gains of $1.0 million and $4.2 million for the three and nine months ended September 30, 2025, respectively.

For the three and nine months ended September 30, 2026, the Company recorded a reclassification adjustment of $722 thousand and $2.4 million, respectively, from other comprehensive income to a reduction of interest income, to amortize transferred unrealized losses to investment securities HTM, compared with $899 thousand and $2.6 million for the three and nine months ended September 30, 2025, respectively.

For the three and nine months ended September 30, 2026, the Company reclassified net gains of $0 and $1.8 million on the sale of investment securities AFS, respectively, from other comprehensive income to noninterest income, compared with net losses of $0 and $38.9 million for the three and nine months ended September 30, 2025.

  1. Earnings Per Share (“EPS”)

EPS are computed by dividing net income by the weighted average number of common shares outstanding for the period. Basic EPS does not reflect the possibility of dilution that could result from the issuance of additional shares of common stock upon exercise or conversion of outstanding equity awards or convertible notes. Diluted EPS reflects the potential dilution that could occur if stock options, convertible notes, or other contracts to issue common stock were exercised or converted to common stock that would then share in earnings. For the three and nine months ended September 30, 2026, stock options and restricted share awards of 3,890 and 1,321 shares of common stock, respectively, were excluded in computing diluted earnings per common share because they were antidilutive. For the three and nine months ended September 30, 2025, stock options and restricted share awards of 410,103 and 492,892 shares of common stock, respectively, were excluded in computing diluted earnings per common share because they were antidilutive.

Pursuant to the Territorial merger agreement, Territorial shareholders received 0.8048 shares of Hope Bancorp common stock in exchange for each share of Territorial common stock; accordingly, the Company issued 6,976,754 shares, or $73.3 million of equity, as part of the transaction, based on the closing price of the Company’s common stock on April 2, 2025.

The Company previously issued $217.5 million in convertible senior notes maturing on May 15, 2038, of which $444 thousand remained outstanding at September 30, 2026. The convertible notes can be converted into the Company’s shares of common stock at an initial rate of 45.0760 shares per $1,000 principal amount of the notes (See Note 8 - “Convertible Notes and Subordinated Debentures” for additional information regarding convertible notes issued). Under the required if-converted method for calculating dilutive EPS for convertible instruments, the denominator of the diluted EPS calculation is adjusted to reflect the full number of common shares issuable upon conversion, while the numerator is adjusted to add back after-tax interest expense for the period. For the three and nine months ended September 30, 2026 and 2025, shares related to the convertible notes issued were not included in the Company’s diluted EPS calculation. In accordance with the terms of the convertible notes and settlement options available to the Company, no shares would have been delivered to investors of the convertible notes based on the Company’s common stock price during the three and nine months ended September 30, 2026 and 2025, as the conversion price exceeded the market price of the Company’s stock.

As part of a board-approved share repurchase program, during the three and nine months ended September 30, 2026, the Company repurchased 0 and 772,726 shares of common stock, respectively, totaling $0 and $8.7 million, respectively, which was recorded as treasury stock. At September 30, 2026, $26.6 million remained available for the repurchase of additional stock under this program.

The following tables present computations of basic and diluted EPS for the three and nine months ended September 30, 2026 and 2025.

Three Months Ended September 30,
2026 · 2025
Net Income(Numerator) · Weighted-Average Shares(Denominator) · EarningsPerShare · Net Income(Numerator) · Weighted-Average Shares(Denominator) · EarningsPerShare
(Dollars in thousands, except share and per share data)
Basic EPS - common stock$35,577127,747,310$0.28$30,776128,167,932$0.24
Effect of dilutive securities:
Stock options and restricted stock877,320425,942
Diluted EPS - common stock$35,577128,624,630$0.28$30,776128,593,874$0.24
Nine Months Ended September 30,
2026 · 2025
Net Income(Numerator) · Weighted-Average Shares(Denominator) · EarningsPerShare · Net Income(Numerator) · Weighted-Average Shares(Denominator) · EarningsPerShare
(Dollars in thousands, except share and per share data)
Basic EPS - common stock$98,148127,867,984$0.77$27,122125,687,283$0.22
Effect of dilutive securities:
Stock options and restricted stock641,512422,853
Diluted EPS - common stock$98,148128,509,496$0.76$27,122126,110,136$0.22
  1. Segment Reporting

The Company’s reportable segment is determined by the Chief Executive Officer, who is designated as the chief operating decision maker (“CODM”), based upon information provided about the Company’s products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review the performance of various lines of business, which are then aggregated if operating performance, product/services, and customers are similar. The CODM evaluates the financial performance of the Company’s businesses using revenue streams, comparative product pricing, and significant expenses to assess performance and return on assets. The CODM uses consolidated net income and profitability metrics to benchmark the Company against its competitors. Benchmarking analysis and monitoring of budget to actual results are used to assess performance and establish compensation. When making significant decisions, the CODM takes into consideration certain financial metrics including loan growth, deposit growth, return on assets, return on average tangible common equity, efficiency ratio, and net interest margin.

Interest income from loans and other earning assets, and income from fee-based businesses provide revenue from banking operations. Interest expense on deposits and other sources of funding, provisions for credit losses, and operating expenses, primarily salaries and employee benefits, occupancy, furniture and equipment, and data processing and communications, provide the significant expenses of banking operations. The Company currently operates as a single segment and all operations are domestic. The Merger did not result in any additional operating segments for the Company since Territorial branches became part of the Company’s single segment.

The following table presents certain segment income statement information, including significant expense categories:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Net interest income$135,365$126,557$388,391$344,829
Provision for credit losses(8,560)(8,710)(23,980)(24,602)
Noninterest income22,11215,38557,9298,117
Noninterest expense(102,794)(96,861)(295,713)(290,195)
Income before income taxes$46,123$36,371$126,627$38,149
Significant segment expenses
Salaries and employee benefits$58,697$54,910$171,821$156,204
Occupancy, furniture and equipment11,73711,59633,65631,525
Software and subscriptions7,5336,33720,96216,992
Data and item processing3,2403,34610,0148,851
Merger-related costs2,6509584,94220,758

The following table presents certain segment balance sheet information:

September 30, 2026December 31, 2025
(Dollars in thousands)
Total assets$19,189,488$18,531,626
Investment securities AFS and HTM2,395,4382,072,864
Total loans receivable15,050,47414,701,012
Total deposits16,116,16915,603,143
  1. Stock-Based Compensation

In May 2024, the Company’s stockholders approved the 2024 Equity Incentive Plan (the “2024 Plan”), which provides for grants of stock options, stock appreciation rights (“SAR”), restricted stock, performance shares, and performance units to non-employee directors and employees of the Company. Stock options may be either incentive stock options (“ISOs”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or nonqualified stock options (“NQSOs”).

The 2024 Plan provides the Company flexibility to (i) attract and retain qualified non-employee directors, executives, and other key employees with appropriate equity-based awards; (ii) motivate high levels of performance; (iii) recognize employees’ contributions to the Company’s success; and (iv) align the interests of the participants with those of the Company’s stockholders. The 2024 Plan initially reserved for 4,500,000 shares available for grant to participants. At September 30, 2026, there were 1,220,857 remaining shares available for future grants under the 2024 Plan. The pool of available shares can be partially replenished for future grants to the extent there are forfeitures, expirations or otherwise terminations of existing equity awards without issuance of the shares underlying such awards. The exercise price for shares under an ISO may not be less than 100% of fair market value on the date the award is granted under the Code. Similarly, under the terms of the 2024 Plan, the exercise price for SARs and NQSOs may not be less than 100% of fair market value on the date of grant. Performance units are awarded to participants at the market price of the Company’s common stock on the date of award, after the lapse of the restriction period and the attainment of the performance criteria. All options not exercised generally expire 10 years after the date of grant.

ISOs, SARs, and NQSOs have vesting periods ofthree tofive years and have 10-year contractual terms. Restricted stock, performance shares, and performance units are granted with a restriction period of not less thanone year from the grant date for performance-based awards and not more than three years from the grant date for time-based vesting of grants. Compensation expense for awards is recognized over the vesting period.

With the exception of the shares that are underlying stock options and restricted stock awards, the Board of Directors may choose to settle the awards by paying the equivalent cash value or by delivering the appropriate number of shares.

The following is a summary of the stock option activity under the Company’s plans for the nine months ended September 30, 2026:

Number of SharesWeighted-Average Exercise Price Per ShareWeighted-AverageRemaining Contractual Life (Years)Aggregate Intrinsic Value
(Dollars in thousands)
Outstanding - January 1, 2026400,660$17.10
Granted——
Exercised——
Expired(400,660)17.10
Forfeited——
Outstanding - September 30, 2026—$—0$—
Options exercisable - September 30, 2026—$—0$—

The following is a summary of the restricted stock and performance unit activity under the Company’s plans for the nine months ended September 30, 2026:

Number of SharesWeighted-Average Grant Date Fair Value
Outstanding (unvested) - January 1, 20262,108,923$10.57
Granted1,490,97412.15
Vested(508,528)10.78
Forfeited(410,029)10.49
Outstanding (unvested) - September 30, 20262,681,340$11.42

The total fair value of restricted stock and performance units vested during the nine months ended September 30, 2026 and 2025, was $5.8 million and $7.4 million, respectively.

The total amounts charged against income related to stock-based payment arrangements were $2.9 million and $6.6 million for the three and nine months ended September 30, 2026, respectively. For the three and nine months ended September 30, 2025, $2.0 million and $5.6 million, respectively, of stock-based payment arrangements were charged against income. The income tax benefit recognized was approximately $821 thousand and $1.9 million for the three and nine months ended September 30, 2026, respectively, compared with $559 thousand and $1.6 million for the three and nine months ended September 30, 2025, respectively.

All stock option grants have expired at September 30, 2026, therefore, there wasno unrecognized compensation expense related to non-vested stock option grants. Unrecognized compensation expense related to non-vested restricted stock and performance units at September 30, 2026, was $20.3 million, and is expected to be recognized over a weighted average vesting period of 2.12 years.

  1. Income Taxes

For the three months ended September 30, 2026, the Company recorded an income tax provision of $10.5 million on pretax income of $46.1 million, representing an effective tax rate of 22.86%, compared with an income tax provision of $5.6 million on pretax income of $36.4 million, representing an effective tax rate of 15.38% for the three months ended September 30, 2025.

For the nine months ended September 30, 2026, the Company recorded an income tax provision of $28.5 million on pretax income of $126.6 million, representing an effective tax rate of 22.49%, compared with an income tax provision of $11.0 million on pretax income of $38.1 million, representing an effective tax rate of 28.91% for the nine months ended September 30, 2025.

The year-over-year changes in the income tax provision, and effective tax rates for the three and nine months ended September 30, 2026, compared with the three and nine months ended September 30, 2025, reflected the higher pretax income and tax credits having a smaller effect on larger pretax income.

The Company and its subsidiaries are subject to U.S. federal income tax, as well as state income taxes. The Company had total unrecognized tax benefits of $627 thousand and $636 thousand at September 30, 2026 and December 31, 2025, respectively, that relate to uncertainties associated with federal and state income tax matters.

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities (without regard to certain changes to deferred taxes). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax asset will not be realized. In assessing the realization of deferred tax assets, management evaluates both positive and negative evidence, including the existence of any cumulative losses in the current year and the prior two years, the amount of taxes paid in available carry-back years, the forecasts of future income, applicable tax planning strategies, and assessments of current and future economic and business conditions. This analysis is updated quarterly and adjusted as necessary. Based on the analysis, the Company has determined that a valuation allowance for deferred tax assets was not required at September 30, 2026 or December 31, 2025.

  1. Acquisitions

Acquisition of the Commercial Banking Unit of SMBC MANUBANK

On March 31, 2026, the Company’s wholly owned subsidiary, Bank of Hope, entered into a definitive agreement under which the Bank will acquire certain assets and liabilities of the Commercial Banking Unit of SMBC MANUBANK (“MANUBANK”), a subsidiary of SMBC Americas Holdings, Inc. and Sumitomo Mitsui Banking Corporation (“SMBC”). Under the terms of the definitive agreement, the Bank will be purchasing assets and liabilities consisting mostly of loans and deposits to be settled in 100% cash. Following the close of the acquisition, the Bank and SMBC will enter into a collaboration and partnership agreement to provide banking services to SMBC’s Japanese commercial and retail customers needing banking services in the United States.

The transaction closed effective October 1, 2026. See Note 21 - “Subsequent Events” for additional information regarding the close of the acquisition.

  1. Derivative Financial Instruments

As part of the Company’s overall interest rate risk management, the Company enters into derivative instruments, including interest rate swaps, collars, caps, floors, foreign exchange contracts, risk participation agreements and mortgage banking derivatives. The notional amount does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual agreements. Derivative instruments are recognized on the balance sheet at their fair value and are not reported on a net basis.

The tables below present the fair value of the Company’s derivative financial instruments at September 30, 2026 and December 31, 2025. The Company’s derivative assets and derivative liabilities are located within “Other assets” and “Other liabilities,” respectively, on the Company’s Consolidated Statements of Financial Condition.

September 30, 2026
NotionalAmount · Fair Value(1)
Other Assets · Other Liabilities
(Dollars in thousands)
Derivatives designated as cash flow hedges
Interest rate collars$500,000$—$(9)
Total$500,000$—$(9)
Derivatives not designated as hedges
Interest rate contracts with correspondent banks$1,662,367$60,782$(123)
Interest rate contracts with customers1,662,367123(61,037)
Foreign exchange contracts with correspondent banks13,63469(644)
Foreign exchange contracts with customers1,933—(28)
Risk participation agreement - sold191,871——
Risk participation agreement - purchased42,26418—
Mortgage banking derivatives500—(7)
Total$3,574,936$60,992$(61,839)

(1) The fair values of centrally-cleared derivative contracts are presented net of settled-to-market margin.

December 31, 2025
NotionalAmount · Fair Value(1)
Other Assets · Other Liabilities
(Dollars in thousands)
Derivatives designated as cash flow hedges
Interest rate swaps$625,000$—$—
Interest rate collars500,00027—
Total$1,125,000$27$—
Derivatives not designated as hedges
Interest rate contracts with correspondent banks$1,314,389$24,503$(12,702)
Interest rate contracts with customers1,314,38912,702(24,938)
Foreign exchange contracts with correspondent banks19,910149(108)
Risk participation agreement131,885—(15)
Mortgage banking derivatives3,20227(15)
Total$2,783,775$37,381$(37,778)

(1) The fair values of centrally-cleared derivative contracts are presented net of settled-to-market margin.

Derivatives designated as cash flow hedges

The Company’s interest rate contracts designated as cash flow hedges were determined to be fully effective during the periods presented and were hedged to financial instruments tied to term Secured Overnight Financing Rate (“SOFR”) and Federal Funds Rate. The aggregate fair value of the cash flow hedges are recorded in assets or liabilities on the Consolidated Statements of Financial Condition, with changes in fair value recorded in other comprehensive income on the Consolidated Statements of Comprehensive Income. The gain or loss on derivatives is recorded in accumulated other comprehensive income (“AOCI”) and is subsequently reclassified into interest income and interest expense in the period, during which the hedged forecasted transaction affects earnings. Amounts reported in AOCI related to interest rate agreements will be reclassified to interest income and interest expense as interest payments are received or paid on the Company’s derivatives. The Company expects the hedges to remain fully effective throughout the remaining terms. The Company expects to reclassify, during the next 12 months, approximately $79 thousand, net of taxes, from AOCI as a decrease to net interest income, including a decrease of $72 thousand from terminated swaps.

At September 30, 2026, $53 thousand in net pre-tax losses attributable to terminated swaps were included in AOCI, and will be accreted as an increase to net interest income over an expected remaining period of less thanone year. This represents the unamortized fair value adjustments on $1.61 billion in notional value of terminated swaps that were designated as cash flow hedges on the changes in cash flows associated with certain variable rate loans, deposits, and borrowings. Prior to the termination of the swaps, the change in value of the swaps was recorded through accumulated other comprehensive income. $614.0 million in notional value of these swaps, with maturities through August 2027, and which were designated as cash flow hedges on the changes in cash flows associated with certain variable rate deposits and borrowings, were terminated by the Company during the nine months ended September 30, 2026.

The table below presents the gains (losses) on derivative instruments designated as cash flow hedges, that were reclassified from AOCI into earnings for the periods indicated:

Derivative Instruments Designated as Cash Flow Hedges · Location of Gain (Loss)Recognized in Income · Three Months Ended September 30, · Nine Months Ended September 30,
2026 · 2025 · 2026 · 2025
(Dollars in thousands)
Interest rate contractsInterest income and fees on loans$(808)$(838)$(2,399)$(2,654)
Interest rate contractsInterest expense on deposits9231,8632,5745,636
Interest rate contractsInterest expense on FHLB borrowings———1,196
Total$115$1,025$175$4,178

Derivatives not designated as hedges

The Company’s derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers.

The Company offers a loan hedging program to certain loan customers. Through this program, the Company originates a variable rate loan with the customer. The Company and the customer will then enter into a fixed interest rate swap. Simultaneously, an identical offsetting swap is entered into by the Company with a correspondent bank. These “back-to-back” swap arrangements are intended to offset each other and allow the Company to book a variable rate loan, while providing the customer with a contract for fixed interest payments. In these arrangements, the Company’s net cash flow is equal to the interest income received from the variable rate loan originated with the customer. These customer interest rate contracts are not designated as hedging instruments and are recorded at fair value in other assets and other liabilities on the Consolidated Statements of Financial Condition. The change in fair value is recognized in the Consolidated Statements of Income as other income and fees.

The Company offers foreign exchange contracts to customers to purchase and/or sell foreign currencies at set rates in the future. The foreign exchange contracts allow customers to hedge the foreign exchange rate risk of their deposits and loans denominated in foreign currencies. In conjunction with this, the Company also enters into offsetting back-to-back contracts with institutional counterparties to hedge the Company’s foreign exchange rate risk. The Company also enters into certain foreign exchange contracts with institutional counterparties, including non-deliverable forward contracts, to manage its foreign exchange rate risk. These foreign exchange contracts are not designated as hedging instruments and are recorded at fair value in “Other assets” and “Other liabilities” on the Consolidated Statements of Financial Condition. During the three and nine months ended September 30, 2026, the changes in fair value on foreign exchange contracts were losses of $953 thousand and $644 thousand, respectively, and were recognized in the Consolidated Statements of Income as other income and fees. During the three and nine months ended September 30, 2025, the changes in fair value on foreign exchange contracts were gains of $452 thousand and losses of $921 thousand, respectively, and were recognized in the Consolidated Statements of Income as other income and fees.

The Company had risk participation agreements with an outside counterparty for interest rate swaps related to loans in which it is a participant. The risk participation agreements provide credit protection to the financial institution should the borrowers fail to perform on their interest rate derivative contracts. Risk participation agreements are credit derivatives not designated as hedges. Credit derivatives are not speculative and are not used to manage interest rate risk in assets or liabilities. Changes in the fair value of credit derivatives are recognized directly in Consolidated Statements of Income as other income and fees. The fee received or paid, less the estimate of the loss for credit exposure, is recognized in Consolidated Statements of Income as other income and fees.

The Company enters into various stand-alone mortgage-banking derivatives in order to hedge the risk associated with the fluctuation of interest rates. Changes in fair value are recorded as mortgage banking revenue. Residential mortgage loans funded with interest rate lock commitments and forward commitments for the future delivery of mortgage loans to third party investors are considered derivatives.

  1. Fair Value Measurements

Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date reflecting assumptions that a market participant would use when pricing an asset or liability. There are three levels of inputs that may be used to measure fair value. The fair value inputs of the instruments are classified and disclosed in one of the following categories pursuant to ASC 820:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The quoted price shall not be adjusted for any blockage factor (i.e., size of the position relative to trading volume).

Level 2 - Pricing inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Fair value is determined through the use of models or other valuation methodologies, including the use of pricing matrices. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 - Pricing inputs are unobservable for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment or estimation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

The Company uses the following methods and assumptions in estimating fair value disclosures for financial instruments. Financial assets and liabilities recorded at fair value on a recurring and non-recurring basis are listed as follows:

Interest Earning Deposits in Other Banks

The fair values of interest earning deposits in other financial institutions are valued by utilizing recent issuance rates and a market rate analysis of recent rates for retail deposits. While several assumptions are made surrounding the applicable observable market rates, the underlying data points utilized are observable through market data and therefore classified as Level 2 inputs.

Investment Securities

The fair values of investment securities available for sale and held to maturity are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs) or matrix pricing, which is a technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).

The fair value of the Company’s Level 3 security available for sale was measured using an income approach valuation technique. The primary inputs and assumptions used in the fair value measurement were derived from the security’s underlying collateral, which included discount rate, prepayment speeds, payment delays, and an assessment of the risk of default of the underlying collateral, among other factors. Significant increases or decreases in any of the inputs or assumptions could result in a significant increase or decrease in the fair value measurement.

Equity Investments With Readily Determinable Fair Value

The fair value of the Company’s equity investments with readily determinable fair value consists of mutual funds. The fair value for these investments is obtained from unadjusted quoted prices in active markets on the date of measurement and is therefore classified as Level 1.

Interest Rate Contracts

The Company offers interest rate contracts to certain loan customers to allow them to hedge the risk of rising interest rates on their variable rate loans. The Company originates a variable rate loan and enters into a variable-to-fixed interest rate contract with the customer. The Company also enters into an offsetting interest rate contract with a correspondent bank. These back-to-back agreements are intended to offset each other and allow the Company to originate a variable rate loan, while providing a contract for fixed interest payments for the customer. The net cash flow for the Company is equal to the interest income received from a variable rate loan originated with the customer. The fair value of these derivatives is based on a discounted cash flow approach. The fair value of assets and liabilities of centrally cleared interest rate contracts are net of variation margin settled-to-market. Due to the observable nature of the inputs used in deriving the fair value of these derivative contracts, the valuation of interest rate contracts is classified as Level 2.

Mortgage Banking Derivatives

Mortgage banking derivative instruments consist of interest rate lock commitments and forward sale contracts that trade in liquid markets. The fair value is based on the prices available from third party investors. Due to the observable nature of the inputs used in deriving the fair value, the valuation of mortgage banking derivatives is classified as Level 2.

Other Derivatives

Other derivatives consist of interest rate contracts designated as cash flow hedges, foreign exchange contracts and risk participation agreements. The fair values of these other derivative financial instruments are based upon the estimated amount the Company would receive or pay to terminate the instruments, taking into account current interest rates, foreign exchange rates and, when appropriate, the current credit worthiness of the counterparties. Fair value of assets and liabilities of centrally cleared derivatives are net of variation margin settled-to-market. Interest rate contracts designated as cash flow hedges and foreign exchange contracts, which includes non-deliverable forward contracts, are classified within Level 2 due to the observable nature of the inputs used in deriving the fair value of these contracts. Credit derivatives such as risk participation agreements are valued based on credit worthiness of the underlying borrower, which is a significant unobservable input and therefore is classified as Level 3.

Collateral-Dependent Loans

The fair values of collateral-dependent loans are generally measured for ACL using the practical expedients permitted by ASC 326-20-35-5 including collateral-dependent loans measured at an observable market price (if available), or at the fair value of the loan’s collateral (if the loan is collateral-dependent). Fair value of the loan’s collateral, when the loan is dependent on collateral, is determined by appraisals or independent valuations utilizing enterprise value, asset fair value, or other valuation techniques, less costs to sell of 8.5%. Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and income approach. Adjustment may be made in the appraisal process by the independent appraiser to adjust for differences between the comparable sales and income data available for similar loans and the underlying collateral. Enterprise valuation techniques may also utilize a single valuation approach or a combination of approaches including comparable sales, income approach, Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”) multiples, or active bids. For C&I and asset backed loans, independent valuations may include a discount for eligible accounts receivable and a discount for inventory. These result in a Level 3 classification.

Loans Held For Sale

Loans held for sale are carried at the lower of cost or fair value, as determined by outstanding commitments from investors, or based on recent comparable sales (Level 2 inputs), if available. If Level 2 inputs are not available, carrying values are based on discounted cash flows using current market rates applied to the estimated life and credit risk (Level 3 inputs) or may be assessed based upon the fair value of the collateral, which is obtained from recent real estate appraisals (Level 3 inputs). These appraisals may utilize a single valuation approach or a combination of approaches including the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value.

Other Real Estate Owned (“OREO”)

OREO is fair valued at the time the loan is foreclosed upon and the asset is transferred to OREO. The value is based primarily on third party appraisals, less costs to sell of up to 8.5% and result in a Level 3 classification of the inputs for determining fair value. OREO is reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted to lower of cost or market accordingly, based on the same factors identified above.

Premises Held For Sale

Premises held for sale consist of a branch location held for sale. The Company measured the fair value of its branch location held for sale as of September 30, 2026, based on a secured offer from an active buyer adjusted for broker fees and closing costs which the Company has determined to be a Level 2 input. If the fair value of the premises held for sale is less than the carrying amount, a charge is taken to reduce the property to its fair value (less estimated selling costs). If Level 2 inputs are not available, fair value may be based on the listed selling price, which is predominately determined using market transactions for similar properties (Level 3).

Assets and liabilities measured at fair value on a recurring basis are summarized below:

Fair Value Measurements at the End of the Reporting Period Using
September 30, 2026Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(Dollars in thousands)
Assets:
Investment securities AFS:
U.S. Treasury securities$79,386$79,386$—$—
U.S. Government agency and U.S. Government sponsored enterprises:
Agency securities9,076—9,076—
CMO575,057—575,057—
MBS
Residential746,693—746,693—
Commercial482,599—482,599—
Asset-backed securities155,821—155,821—
Corporate securities18,976—18,976—
Municipal securities97,557—96,849708
Equity investments with readily determinable fair value4,2474,247——
Interest rate contracts60,905—60,905—
Other derivatives87—6918
Liabilities:
Interest rate contracts61,160—61,160—
Mortgage banking derivatives7—7—
Other derivatives681—681—
Fair Value Measurements at the End of the Reporting Period Using
December 31, 2025Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(Dollars in thousands)
Assets:
Investment securities AFS:
U.S. Government agency and U.S. Government sponsored enterprises:
CMO$616,507$—$616,507$—
MBS
Residential477,383—477,383—
Commercial460,742—460,742—
Asset-backed securities130,000—130,000—
Corporate securities21,136—21,136—
Municipal securities127,314—126,531783
Equity investments with readily determinable fair value4,4604,460——
Interest rate contracts37,205—37,205—
Mortgage banking derivatives27—27—
Other derivatives176—176—
Liabilities:
Interest rate contracts37,640—37,640—
Mortgage banking derivatives15—15—
Other derivatives123—10815

There were no transfers between Levels 1, 2, and 3 during the three and nine months ended September 30, 2026 and 2025.

The table below presents a reconciliation and income statement classification of gains (losses) for the municipal security and risk participation agreements measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2026 and 2025:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Municipal securities:
Beginning Balance$746$807$783$812
Change in fair value included in other comprehensive income(38)(9)(75)(14)
Ending Balance$708$798$708$798
Risk participation agreements:
Beginning Balance$3$28$15$15
Change in fair value included in income(21)(6)(33)7
Ending Balance$(18)$22$(18)$22

The Company measures certain assets at fair value on a non-recurring basis including collateral-dependent loans, loans held for sale, OREO and premises held for sale. These fair value adjustments result from individually evaluated ACL recognized during the period, the application of the lower of cost or fair value on loans held for sale, and the application of fair value less costs to sell on OREO and premises held for sale.

Assets measured at fair value on a non-recurring basis are summarized below:

Fair Value Measurements at the End of the Reporting Period Using
September 30, 2026Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs(Level 3)
(Dollars in thousands)
Assets:
Collateral-dependent loans receivable at fair value:
CRE loans$31,286$—$—$31,286
C&I loans34,020——34,020
Consumer and other loans1,729——1,729
Loans held for sale15,962——15,962
OREO661——661
Fair Value Measurements at the End of the Reporting Period Using
December 31, 2025Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(Dollars in thousands)
Assets:
Collateral-dependent loans receivable at fair value:
CRE loans$25,876$—$—$25,876
C&I loans33,236——33,236
Loans held for sale29,182——29,182
OREO365——365
Premises held for sale1,526—1,526—

For assets measured at fair value on a non-recurring basis, the total net losses, which include charge offs, recoveries, recorded ACL, valuations, and recognized gains and losses on sales are summarized below:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Assets:
Collateral-dependent loans receivable at fair value:
CRE loans$(1,495)$(756)$(1,828)$(779)
C&I loans(1,211)(6,605)(11,017)(12,442)
Residential mortgage loans—(28)—(28)
Consumer and other loans(112)—(112)—
Loans held for sale(1,634)(4,190)(1,853)(5,094)
OREO(204)—(204)—
Premises held for sale—(45)—(45)

The following table presents the quantitative information about the significant unobservable inputs used in the valuation of Level 3 fair value measurements that are measured on a nonrecurring basis as of September 30, 2026 and December 31, 2025:

Fair Value Measurements(Level 3) · Valuation Techniques · Unobservable Inputs · Range of Inputs · Weighted-Average of Inputs
(Dollars in thousands)
Collateral dependent loans$33,015Collateral fair valueSales priceN/AN/A
21,145Enterprise valueDiscounted cash flow analysis - discount rate8.6%-10.7%9.4%
10,667Enterprise valueActive bidN/AN/A
2,208Enterprise valueSettlementN/AN/A
Loans held for sale6,676Collateral fair valueSales PriceN/AN/A
9,286Enterprise valueSales PriceN/AN/A
OREO661Collateral fair valueSales priceN/AN/A
Collateral dependent loans$5,160Internal modelProbability of default100.0%100.0%
Loss given default22.2%22.2%
17,878Collateral fair valueSales priceN/AN/A
2,838Collateral fair valueDiscounted cash flow analysis - discount rate10.0%-12.0%11.2%
16,702Enterprise valueDiscounted cash flow analysis - discount rate11.8%-13.3%12.3%
1,344Enterprise valueSales priceN/AN/A
8,986Enterprise valueSales priceN/AN/A
EBITDA(1) multiple5.25.2
6,204Asset fair valueDiscount22.5%-73.7%35.2%
Loans held for sale29,182Enterprise valueSales PriceN/AN/A
OREO365Collateral fair valueSales priceN/AN/A

(1) EBITDA = earnings before interest, tax, depreciation and amortization.

Fair Value of Financial Instruments

Carrying amounts and estimated fair values of financial instruments, not previously presented, at September 30, 2026 and December 31, 2025, were as follows:

September 30, 2026
Carrying AmountEstimated Fair ValueFair Value MeasurementUsing
(Dollars in thousands)
Financial Assets:
Cash and cash equivalents$491,894$491,894Level 1
Interest earning deposits in other banks3,4723,472Level 2
Investment securities HTM230,273204,666Level 2
Equity investments without readily determinable fair values41,14641,146Level 2
Loans held for sale67,37170,591Level 2/3
Loans receivable, net14,896,14914,613,230Level 3
Accrued interest receivable55,39255,392Level 2/3
Servicing assets, net15,83322,541Level 3
Customers’ liabilities on acceptances387387Level 2
Financial Liabilities:
Noninterest bearing deposits$3,501,963$3,501,963Level 2
Money market, interest bearing demand and savings deposits6,708,1006,708,100Level 2
Time deposits5,906,1065,901,751Level 2
FHLB borrowings374,000373,605Level 2
Convertible notes, net444444Level 1
Subordinated debentures111,596120,975Level 3
Accrued interest payable62,82362,823Level 2
Acceptances outstanding387387Level 2
December 31, 2025
Carrying AmountEstimated Fair ValueFair Value MeasurementUsing
(Dollars in thousands)
Financial Assets:
Cash and cash equivalents$560,059$560,059Level 1
Investment securities HTM239,782227,024Level 2
Equity investments without readily determinable fair values38,01638,016Level 2
Loans held for sale86,90586,975Level 2/3
Loans receivable, net14,544,35114,276,764Level 3
Accrued interest receivable52,21152,211Level 2/3
Servicing assets, net12,95422,060Level 3
Customers’ liabilities on acceptances486486Level 2
Financial Liabilities:
Noninterest bearing deposits$3,371,759$3,371,759Level 2
Money market, interest bearing demand and savings deposits5,856,3735,856,373Level 2
Time deposits6,375,0116,376,442Level 2
FHLB borrowings284,922285,303Level 2
Convertible notes, net444433Level 1
Subordinated debentures110,518112,167Level 3
Accrued interest payable78,31078,310Level 2
Acceptances outstanding486486Level 2

The Company measures assets and liabilities for its fair value disclosures based on an exit price notion. Although the exit price notion represents the value that would be received to sell an asset or paid to transfer a liability, the actual price received for a sale of assets or paid to transfer liabilities could be different from exit price disclosed. The methods and assumptions used to estimate fair value are described as follows:

The carrying amount was the estimated fair value for cash and cash equivalents, savings and other nonmaturity interest bearing demand deposits, equity investments without readily determinable fair values, customers’ and Bank’s liabilities on acceptances, noninterest bearing deposits, short-term debt, secured borrowings, and variable rate loans or deposits that reprice frequently and fully. The fair value of loans was determined through a discounted cash flow analysis, which incorporates probability of default and loss given default rates on an individual loan basis. For fixed rate loans, the discount rate used in a discounted cash flow analysis was based on the SOFR Swap Rate. For variable loans, the discount rate started with the underlying index rate and an adjustment was made on certain loans, which considered factors such as servicing costs, capital charges, duration, asset type incremental costs, and use of projected cash flows. Fair values of residential real estate loans included Fannie Mae and Freddie Mac prepayment speed assumptions or a third-party index based on historical prepayment speeds. Fair value of time deposits was based on discounted cash flow analyses using recent issuance rates over the prior three months and a market rate analysis of recent offering rates for retail products. Wholesale time deposit fair values incorporated brokered time deposit offering rates. The fair value of the Company’s debt was based on current rates for similar financing with a liquidity premium added to assumed market spreads to reflect exit pricing and the marketability/liquidity costs contained with consummating an orderly transaction. Fair value for the Company’s convertible notes was based on the actual last traded price of the notes. The fair value of commitments to fund loans represents fees currently charged to enter into similar agreements with similar remaining maturities and was not presented herein, as the fair value of these financial instruments was not material to the Consolidated Financial Statements.

  1. Leases

The Company’s operating leases comprise primarily real estate leases of bank branch locations, loan production offices, and office spaces with remaining lease terms ranging from 1 year to 12 years at September 30, 2026. In addition, the Company leases ATM equipment located at certain branches with remaining lease terms of up to 6 years. Certain lease arrangements contain extension options, which are typically around 5 years. As these extension options are not generally considered reasonably certain of exercise, they are not included in the lease term. The Company did not have any finance leases at September 30, 2026 and December 31, 2025.

The table below summarizes supplemental balance sheet information related to operating leases:

September 30, 2026December 31, 2025
(Dollars in thousands)
Operating lease ROU assets$51,302$57,443
Current portion of long-term lease liabilities15,20417,532
Long-term lease liabilities37,22441,726

The Company assumed operating leases with the acquisition of Territorial. The ROU assets and related lease liabilities recorded for the assumed leases were $22.7 million and $21.1 million, respectively, at the close of the Territorial acquisition on April 2, 2025. ROU assets related to the acquisition reflect net favorable adjustments of approximately $1.9 million. The ROU assets from Territorial included 26 real estate andone equipment leases.

The Company uses its incremental borrowing rate to present value lease payments in order to recognize a ROU asset and the related lease liability. The Company calculates its incremental borrowing rate by adding a spread to the FHLB borrowing interest rate at a given period. During the nine months ended September 30, 2026, the Company extendedten leases and entered into four new lease contracts, three of which had not yet commenced. Lease extension terms were up to 7 years each and the Company reassessed the ROU assets and lease liabilities related to these leases.

The table below summarizes the Company’s net operating lease cost:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Operating lease cost$4,749$4,583$14,193$12,799
Variable lease cost1,6391,5264,6803,904
Sublease income(140)(101)(431)(292)
Net lease cost$6,248$6,008$18,442$16,411

The table below summarizes other information related to the Company’s operating leases:

At or for the Nine Months EndedSeptember 30,
20262025
(Dollars in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows for operating leases$14,930$13,222
Weighted-average remaining lease term - operating leases5.1 years5.2 years
Weighted-average discount rate - operating leases4.24%3.93%

The table below summarizes the maturity of remaining lease liabilities:

September 30, 2026
(Dollars in thousands)
2026$4,867
202715,673
202810,716
20298,183
20306,403
2031 and thereafter13,198
Total lease payments59,040
Less: imputed interest6,612
Total lease obligations$52,428

At September 30, 2026, the Company hadfour operating lease commitments that had not yet commenced, totaling $39.6 million in lease payments over terms ranging from five to 15 years, of which $36.6 million was related to a contract entered into in the first quarter of 2026 for the relocation of the Company's office headquarters.

  1. Investments in Tax Credit Structures

The Company invests in the equity of certain limited partnerships or limited liability companies that are typically associated with affordable housing partnerships and renewable energy projects that generate low-income housing tax credits, investment tax credits, and other income tax benefits for the Company.

Following the adoption of ASU 2023-02 in 2024, the Company elected to account for its tax credit investments using the proportional amortization method (“PAM”) on a program-by-program basis if certain conditions are met. For the Company’s accounting policies on PAM, see Note 1 - “Summary of Significant Accounting Policies”, of its audited Consolidated Financial Statements included in its 2025 Annual Report on Form 10-K.

The Company recorded its investments in qualifying affordable housing partnerships, net, using the equity investment method. The Company’s investments in renewable energy tax credits were accounted for under PAM and recorded under other assets, and its commitments to fund investments in tax credit structures were recorded in other liabilities on the Consolidated Statements of Financial Condition.

The following table presents the investments and unfunded commitments of the Company’s investments in tax credit structures at September 30, 2026 and December 31, 2025:

September 30, 2026December 31, 2025
AssetsUnfunded CommitmentsAssetsUnfunded Commitments
(Dollars in thousands)
PAM:
Investments in renewable energy tax credits$15,547$22,642$12,440$12,405
Equity method:
Investments in affordable housing partnerships31,09334,55727,94120,478
Total$46,640$57,199$40,381$32,883

The increase in both investments and their unfunded commitments reflected new investments made. During the nine months ended September 30, 2026, the Company made new commitments to invest $23.3 million in renewable energy tax credit investments.

The following table presents additional information related to tax credits and benefits, and amortization recorded for the three and nine months ended September 30, 2026 and 2025.

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(Dollars in thousands)
Tax credits and benefits:
PAM
Investments in renewable energy tax credits$8,051$21,893$22,453$22,593
Equity method
Investments in affordable housing partnerships2,3763,4137,1289,110
Total$10,427$25,306$29,581$31,703
Amortization:
PAM
Investments in renewable energy tax credits$7,800$20,135$20,201$20,773
Equity method
Investments in affordable housing partnerships2,7403,2167,7687,607
Total$10,540$23,351$27,969$28,380
  1. Regulatory Matters

The Company and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can result in certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a material and adverse effect on the Company’s and the Bank’s business, financial condition and results of operation, such as restrictions on growth or the payment of dividends or other capital distributions or management fees. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

At September 30, 2026 and December 31, 2025, the capital ratios for the Company and the Bank were in excess of all regulatory minimum capital ratios with the addition of the conservation buffer.

At September 30, 2026 and December 31, 2025, the most recent regulatory notification categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action. To generally be categorized as “well-capitalized”, the Bank must maintain a minimum total capital ratio, Tier 1 capital ratio, common equity Tier 1 capital ratio, and leverage ratio as set forth in the following table. There are no conditions or events since the most recent notification from regulators that management believes has changed the institution’s category.

Regulatory Developments

On March 19, 2026, the Federal Reserve, Office of the Comptroller of the Currency, and FDIC jointly issued notices of proposed rulemaking (the “Proposed Rules”) that would revise the regulatory capital framework applicable to banking organizations. The Proposed Rules are intended to enhance the resilience of the banking system by strengthening risk-based capital requirements, refining the measurement of risk-weighted assets, and incorporating elements of international standards, including aspects of the Basel III framework. The Proposed Rules, if adopted as issued, could impact the Company’s capital requirements and the calculation of risk-weighted assets. The Proposed Rules were subject to public comment, which closed on June 18, 2026, and regulatory agencies are reviewing feedback as they attempt to finalize the rule. The Company is currently evaluating the potential effects of the Proposed Rules. At this time, the full impact cannot be reasonably estimated due to uncertainties regarding the final form and implementation timeline of the rules.

The Company’s and the Bank’s levels and ratios are presented in the tables below for the dates indicated:

Actual · Ratio Required for Capital Adequacy Purposes · Ratio Required To Be Well-Capitalized · Ratio Required for Minimum Capital Adequacy With Capital Conservation Buffer
September 30, 2026 · Amount · Ratio
(Dollars in thousands)
Common equity Tier 1 capital(to risk weighted assets):
Company$1,941,47912.25%4.50%N/A7.00%
Bank$2,001,70912.63%4.50%6.50%7.00%
Tier 1 capital (to risk-weighted assets):
Company$2,049,17412.93%6.00%N/A8.50%
Bank$2,001,70912.63%6.00%8.00%8.50%
Total capital (to risk-weighted assets):
Company$2,206,21513.92%8.00%N/A10.50%
Bank$2,158,75013.62%8.00%10.00%10.50%
Leverage capital (to average assets):
Company$2,049,17411.01%4.00%N/AN/A
Bank$2,001,70910.76%4.00%5.00%N/A
Actual · Ratio Required for Capital Adequacy Purposes · Ratio Required To Be Well-Capitalized · Ratio Required for Minimum Capital Adequacy With Capital Conservation Buffer
December 31, 2025 · Amount · Ratio
(Dollars in thousands)
Common equity Tier 1 capital (to risk weighted assets):
Company$1,904,86812.27%4.50%N/A7.00%
Bank$1,989,05112.82%4.50%6.50%7.00%
Tier 1 capital (to risk-weighted assets):
Company$2,011,48412.96%6.00%N/A8.50%
Bank$1,989,05112.82%6.00%8.00%8.50%
Total capital (to risk-weighted assets):
Company$2,171,25613.99%8.00%N/A10.50%
Bank$2,148,82313.85%8.00%10.00%10.50%
Leverage capital (to average assets):
Company$2,011,48411.05%4.00%N/AN/A
Bank$1,989,05110.93%4.00%5.00%N/A
  1. Subsequent Events

Effective October 1, 2026, Bank of Hope completed the previously announced acquisition of certain assets and assumption of certain liabilities of the Commercial Banking Unit of SMBC MANUBANK (“MANUBANK”) pursuant to the Asset Purchase Agreement dated March 31, 2026. As part of the closing of the MANUBANK transaction, the Bank received an estimated net cash settlement of $307.4 million from the seller, SMBC MANUBANK, a wholly owned subsidiary of SMBC Americas Holdings, Inc. and Sumitomo Mitsui Banking Corporation. The net cash settlement is based on an estimated final closing statement and is subject to change. No shares of the Company’s common stock were issued as part of the transaction.

Loans acquired from MANUBANK totaled approximately $2.20 billion and deposits acquired totaled approximately $2.60 billion, both before purchase and other accounting adjustments. Subsequent to the acquisition, the Bank sold most of MANUBANK’s portfolio of purchased SBA 7(a) guaranteed loans with no gain or loss recognized on the sale, for net proceeds of $191.3 million. The Bank also acquired seven locations in Southern California as part of the acquisition, one of which will be closed in the fourth quarter of 2026.

The Company has determined that the acquisition of MANUBANK will be accounted for as a business combination under ASC 805. In addition, the Company determined that the acquisition was not “significant” under the definition as stated in SEC rules and regulations.

Following the close of the acquisition, the Bank and SMBC entered into a collaboration and partnership agreement to provide banking services to SMBC’s Japanese commercial and retail customers needing banking services in the United States.

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