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UMB FINANCIAL CORP

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

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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, 2026 · Filed Oct 29, 2026

UMBF$136.65+2.2%Stored close · as of Nov 9, 2026

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2026 (UNAUDITED)

  1. Financial Statement Presentation

The Consolidated Financial Statements include the accounts of UMB Financial Corporation and its subsidiaries (collectively, the Company) after the elimination of all intercompany transactions. In the opinion of management of the Company, all adjustments relating to items that are of a normal recurring nature and necessary for a fair presentation of the financial position and results of operations have been made. The results of operations and cash flows for the interim periods presented may not be indicative of the results of the full year ending December 31, 2026. The financial statements should be read in conjunction with “Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations” within this Quarterly Report on Form 10-Q (the Form 10-Q) and in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (SEC) on February 26, 2026 (the Form 10-K).

The Company is a financial holding company, which offers a wide range of banking and other financial services to its customers through its branches and offices. The Company’s national bank, UMB Bank, National Association (the Bank), has its principal office in Missouri as well as branches and offices primarily located in the Midwestern, Southwestern, and Western regions of the United States.

  1. Summary of Significant Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These estimates and assumptions also impact reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. A summary of the significant accounting policies to assist the reader in understanding the financial presentation is provided in the Notes to Consolidated Financial Statements in the Form 10-K.

Business Combinations

The Company accounts for business combinations using the purchase method of accounting in accordance with FASB ASC Topic 805, Business Combinations, which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date.

On January 31, 2025 (Acquisition Date), the Company acquired Heartland Financial USA, Inc. (HTLF) pursuant to an Agreement and Plan of Merger, dated as of April 28, 2024. See Note 13, “Acquisition” for additional information.

Cash and cash equivalents

Cash and cash equivalents includes Cash and due from banks and amounts due from the Federal Reserve Bank (FRB). Cash on hand, cash items in the process of collection, and amounts due from correspondent banks are included in Cash and due from banks. Amounts due from the FRB are interest-bearing for all periods presented and are included in the Interest-bearing due from banks line on the Company’s Consolidated Balance Sheets.

This table provides a summary of cash and cash equivalents as presented on the Consolidated Statements of Cash Flows as of September 30, 2026 and September 30, 2025(in thousands):

September 30,
20262025
Due from the FRB$3,888,644$7,768,405
Cash and due from banks712,6831,073,005
Cash and cash equivalents at end of period$4,601,327$8,841,410

Also included in the Interest-bearing due from banks, but not considered cash and cash equivalents, are interest-bearing accounts held at other financial institutions, which totaled $408.0 million and $124.0 million at September 30, 2026 and September 30, 2025, respectively.

Acquired Loans

Acquired loans are initially recorded at fair value. The Company’s accounting methods for acquired loans depend on whether or not the loan reflects more than insignificant credit deterioration since origination at the date of acquisition.

Non-Purchased Credit Deteriorated Loans

Non-purchased credit deteriorated (Non-PCD) loans do not reflect more than insignificant credit deterioration since origination at the date of acquisition. These loans are recorded at fair value and an increase to the allowance for credit losses (ACL) is recorded with a corresponding increase to the provision for credit losses at the date of acquisition. The difference between fair value and the unpaid principal balance at the acquisition date is amortized or accreted to interest income over the contractual life of the loan using the effective interest method.

Purchased Credit Deteriorated Loans

Purchased loans that reflect a more than insignificant credit deterioration since origination at the date of acquisition are classified as purchased credit deteriorated (PCD) loans. PCD loans are recorded at fair value plus the ACL expected at the time of acquisition. Under this method, there is no provision for credit losses on acquisition of PCD loans. The non-credit-related difference between fair value and the unpaid principal balance at the acquisition date is amortized or accreted to interest income over the contractual life of the loan using the effective interest method.

Per Share Data

Basic net income per common share is computed using net income available to common shareholders and the weighted average number of shares of common stock outstanding during each period. Diluted net income per common share is determined using net income available to common shareholders and the weighted average common shares and assumed incremental common shares issued. The following table provides the amounts used in the determination of basic and diluted net income per common share for thethree and nine months ended September 30, 2026 and 2025(in thousands, except share and per share data):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Net income$278,085$188,316$817,093$487,043
Less: Preferred dividends5,8137,94417,43811,969
Net income available to common shareholders$272,272$180,372$799,655$475,074
Weighted average common shares outstanding for basic earnings per share75,950,55175,943,94375,985,01772,349,952
Assumed incremental common shares issued upon vesting of outstanding restricted stock units553,584422,875489,889394,337
Weighted average common shares for diluted earnings per share76,504,13576,366,81876,474,90672,744,289
Net income per common share – basic$3.58$2.38$10.52$6.57
Net income per common share – diluted3.562.3610.466.53
Number of antidilutive restricted stock units excluded from diluted earnings per share computation————
Number of antidilutive stock options excluded from diluted earnings per share computation———4,962

Derivatives

The Company records all derivatives on the Consolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Currently, 15 of the Company’s derivatives are designated in qualifying hedging relationships. However, the remainder of the Company’s derivatives are not designated in qualifying hedging relationships, as the derivatives are not used to manage risks within the Company’s assets or liabilities. All changes in fair value of the Company’s non-designated derivatives and fair value hedges are recognized directly in earnings. Changes in fair value of the Company’s cash flow hedges are recognized in accumulated other comprehensive income (AOCI) and are reclassified to earnings when the hedged transaction affects earnings.

  1. New Accounting Pronouncements

Income Statement Reporting In November 2024, the FASB issued Accounting Standards Update (ASU) No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).” The amendments in this update require additional disclosures providing disaggregated information about prescribed categories underlying relevant income statement expense captions. The amendments in this update are effective for fiscal years beginning January 1, 2027, and interim periods beginning January 1, 2028. Early adoption is permitted and should be applied on a prospective basis. The adoption of this accounting pronouncement will have no impact on the Consolidated Financial Statements aside from additional disclosures.

  1. Loans and Allowance for Credit Losses

Loan Origination/Risk Management

The Company has certain lending policies and procedures in place that are designed to minimize the level of risk within the loan portfolio. Diversification of the loan portfolio manages the risk associated with fluctuations in economic conditions. Authority levels are established for the extension of credit to ensure consistency throughout the Company. It is necessary that policies, processes, and practices implemented to control the risks of individual credit transactions and portfolio segments are sound and adhered to. The Company maintains an independent loan review department that reviews and validates the risk assessment on a continual basis. Management regularly evaluates the results of the loan reviews. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company’s policies and procedures.

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and prudently expand its business. Commercial loans are made based on the identified cash flows of the borrower and on the underlying collateral provided by the borrower. The cash flows of the borrower, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts from its customers. Beginning with the third quarter of 2025, commercial and industrial loans include all loans to Non-Depository Financial Institutions (NDFIs), which includes a wide range of financial entities that provide services similar to those of traditional banks but do not accept deposits from the general public and are not regulated by the same federal banking agencies. Previously reported balances have been reclassified for purposes of comparability.

Specialty lending loans include Asset-based loans, which are offered primarily in the form of revolving lines of credit to commercial borrowers that do not generally qualify for traditional bank financing. Asset-based loans are underwritten based primarily upon the value of the collateral pledged to secure the loan, rather than on the borrower’s general financial condition. The Company utilizes pre-loan due diligence techniques, monitoring disciplines, and loan management practices common within the asset-based lending industry to underwrite loans to these borrowers.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts, and the repayment of these loans is largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. The Company requires that an appraisal of the collateral be made at origination and on an as-needed basis, in conformity with current market conditions and regulatory requirements. The underwriting standards address both owner and non-owner-occupied real estate. Also included in Commercial real estate are Construction loans that are underwritten using feasibility studies, independent appraisal reviews, sensitivity analysis or absorption and lease rates, and financial analysis of the developers and property owners. Construction loans are based upon estimates of costs and value associated with the complete project. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their repayment being sensitive to interest rate changes, governmental regulation of real property, economic conditions, completion of the construction project, and the availability of long-term financing.

Consumer real estate loans, including residential real estate and home equity loans, are underwritten based on the borrower’s loan-to-value percentage, collection remedies, and overall credit history.

Consumer loans are underwritten based on the borrower’s repayment ability. The Company monitors delinquencies on all of its consumer loans and leases. The underwriting and review practices combined with the relatively small loan amounts that are spread across many individual borrowers, minimizes risk.

Credit cards include both commercial and consumer credit cards. Commercial credit cards are generally unsecured and are underwritten with criteria similar to commercial loans, including an analysis of the borrower’s cash flow, available business capital, and overall creditworthiness of the borrower. Consumer credit cards are underwritten based on the borrower’s repayment ability. The Company monitors delinquencies on all of its consumer credit cards and periodically reviews the distribution of credit scores relative to historical periods to monitor credit risk on its consumer credit card loans.

Credit risk is a potential loss resulting from nonpayment of either the primary or secondary exposure. Credit risk is mitigated with formal risk management practices and a thorough initial credit-granting process including consistent underwriting standards and approval process. Control factors or techniques to minimize credit risk include knowing the client, understanding total exposure, analyzing the client and debtor’s financial capacity, and monitoring the client’s activities. Credit risk and portions of the portfolio risk are managed through concentration considerations, average risk ratings, and other aggregate characteristics.

Loan Aging Analysis

The following tables provide a summary of loan classes and an aging of past due loans at September 30, 2026 and December 31, 2025(in thousands):

30-89Days PastDue andAccruingGreater than90 Days PastDue andAccruingNonaccrualLoansTotalPast DueCurrentTotal Loans
Loans
Commercial and industrial$13,628$1,353$32,099$47,080$19,201,695$19,248,775
Specialty lending————729,885729,885
Commercial real estate10,297—53,39063,68716,523,31816,587,005
Consumer real estate12,35079430,92844,0724,497,4334,541,505
Consumer4425,2081885,838241,059246,897
Credit cards11,2598,2931,28020,832688,605709,437
Leases and other————466,619466,619
Total loans$47,976$15,648$117,885$181,509$42,348,614$42,530,123
30-89Days PastDue andAccruingGreater than90 Days PastDue andAccruingNonaccrualLoansTotalPast DueCurrentTotal Loans
Loans
Commercial and industrial$36,391$6,417$26,633$69,441$16,201,079$16,270,520
Specialty lending————518,237518,237
Commercial real estate24,786—86,838111,62416,264,61516,376,239
Consumer real estate10,45124429,91040,6054,395,8634,436,468
Consumer6895,2377776,703232,108238,811
Credit cards9,1946,50550816,207684,526700,733
Leases and other————238,400238,400
Total loans$81,511$18,403$144,666$244,580$38,534,828$38,779,408

The Company sold consumer real estate loans with proceeds of $97.0 million and $75.3 million in the secondary market without recourse during thenine months ended September 30, 2026 and 2025, respectively.

The Company has ceased the recognition of interest on loans with a carrying value of $117.9 million and $144.7 million at September 30, 2026 and December 31, 2025, respectively. Restructured loans totaled $149 thousand and $169 thousand at September 30, 2026 and December 31, 2025, respectively. Loans 90 days past due and still accruing interest amounted to $15.6 million and $18.4 million at September 30, 2026 and December 31, 2025, respectively. All interest accrued but not received for loans placed on nonaccrual is reversed against interest income. There was an insignificant amount of interest reversed related to loans on nonaccrual during 2026 and 2025. Nonaccrual loans with no related allowance for credit losses totaled $97.6 million and $76.8 million at September 30, 2026 and December 31, 2025, respectively.

The following tables provide the amortized cost of nonaccrual loans with no related allowance for credit losses by loan class at September 30, 2026 and December 31, 2025(in thousands):

NonaccrualLoansAmortized Cost of Nonaccrual Loans with no related Allowance
Loans
Commercial and industrial$32,099$12,482
Specialty lending——
Commercial real estate53,39053,390
Consumer real estate30,92830,298
Consumer188188
Credit cards1,2801,280
Leases and other——
Total loans$117,885$97,638
NonaccrualLoansAmortized Cost of Nonaccrual Loans with no related Allowance
Loans
Commercial and industrial$26,633$10,870
Specialty lending——
Commercial real estate86,83835,973
Consumer real estate29,91028,661
Consumer777777
Credit cards508508
Leases and other——
Total loans$144,666$76,789

Amortized Cost

The following tables provide a summary of the amortized cost balance of each of the Company’s loan classes disaggregated by collateral type and origination year as of September 30, 2026 and December 31, 2025, as well as the gross charge-offs by loan class and origination year for the nine months ended September 30, 2026(in thousands):

Amortized Cost Basis by Origination Year - Term Loans
Loan Segment and Type20262025202420232022PriorAmortized Cost - Revolving LoansAmortized Cost - Revolving Loans Converted to Term LoansTotal
Commercial and industrial:
Equipment/Accounts Receivable/Inventory$3,616,159$2,319,628$1,450,494$693,348$686,833$498,400$6,192,369$37,737$15,494,968
Agriculture24,19325,36616,86119,5664,0193,083349,266—442,354
NDFIs156,693161,190263,988354,01448,10418,1822,273,962—3,276,133
Overdrafts——————35,320—35,320
Total Commercial and industrial3,797,0452,506,1841,731,3431,066,928738,956519,6658,850,91737,73719,248,775
Current period charge-offs159526916816559211,6893,52616,519
Specialty lending:
Asset-based lending50,96037,1512,867—8,40644,779585,722—729,885
Total Specialty lending50,96037,1512,867—8,40644,779585,722—729,885
Current period charge-offs—————————
Commercial real estate:
Owner-occupied833,1251,161,937555,328421,991840,4401,197,24342,3672765,052,707
Non-owner-occupied1,424,5191,324,449638,522379,644974,2631,062,04234,748—5,838,187
Farmland167,804256,89767,32162,89693,644197,53872,832593919,525
5+ Multi-family512,23396,794277,996161,710397,592443,3672,9075,3071,897,906
1-4 Family construction74,11522,3909,246—————105,751
General construction790,169781,248498,334454,639186,21914,82347,447502,772,929
Total Commercial real estate3,801,9653,643,7152,046,7471,480,8802,492,1582,915,013200,3016,22616,587,005
Current period charge-offs138—4036,1464,627995—4,28316,592
Consumer real estate:
HELOC9266361,4341,4702,9867,801770,8524,941791,046
First lien: 1-4 family453,989599,199334,136304,289580,4761,369,967910—3,642,966
Junior lien: 1-4 family11,25814,49222,17015,50623,87419,812381—107,493
Total Consumer real estate466,173614,327357,740321,265607,3361,397,580772,1434,9414,541,505
Current period charge-offs——296144313274281,433
Consumer:
Revolving line5,1187353495441870172,227288179,808
Auto10,3455,5734,6665,5282,722385——29,219
Other5,4999,5316,9251,4794,9561,3688,112—37,870
Total Consumer20,96215,83911,6257,1028,1192,623180,339288246,897
Current period charge-offs5206360108142,967223,259
Credit cards:
Consumer——————345,903—345,903
Commercial——————363,534—363,534
Total Credit cards——————709,437—709,437
Current period charge-offs——————17,615—17,615
Leases and other:
Leases—————296——296
Other84,846162,30013,8467,3866,95910,068180,816102466,323
Total Leases and other84,846162,30013,8467,3866,95910,364180,816102466,619
Current period charge-offs———17————17
Total loans$8,221,951$6,979,516$4,164,168$2,883,561$3,861,934$4,890,024$11,479,675$49,294$42,530,123
Amortized Cost Basis by Origination Year - Term Loans
Loan Segment and Type20252024202320222021PriorAmortized Cost - Revolving LoansAmortized Cost - Revolving Loans Converted to Term LoansTotal
Commercial and industrial:
Equipment/Accounts Receivable/Inventory$2,989,029$1,901,767$1,039,595$929,230$471,193$321,761$5,636,442$12,186$13,301,203
Agriculture30,38522,58524,9807,8273,8593,180426,7292,258521,803
NDFIs130,392286,076368,13786,43612,13629,4061,517,2832712,430,137
Overdrafts——————17,377—17,377
Total Commercial and industrial3,149,8062,210,4281,432,7121,023,493487,188354,3477,597,83114,71516,270,520
Specialty lending:
Asset-based lending46,4805,639—5,80125,76322,632411,922—518,237
Total Specialty lending46,4805,639—5,80125,76322,632411,922—518,237
Commercial real estate:
Owner-occupied1,151,075529,761599,178955,385775,378724,77539,505—4,775,057
Non-owner-occupied1,664,285656,031847,4581,018,831769,616736,50241,0931,0545,734,870
Farmland258,79674,54285,814131,00983,613163,31866,40375863,570
5+ Multi-family329,902179,107171,945554,125434,66096,47510,441—1,776,655
1-4 Family construction75,84911,564240520——1,301—89,474
General construction1,099,253868,115719,128373,19628,31316,27332,335—3,136,613
Total Commercial real estate4,579,1602,319,1202,423,7633,033,0662,091,5801,737,343191,0781,12916,376,239
Consumer real estate:
HELOC2,7483997562,0755777,784698,5035,331718,173
First lien: 1-4 family653,333368,156364,405631,555735,751830,5706,864133,590,647
Junior lien: 1-4 family20,45831,22119,21228,53817,4056,0484,766—127,648
Total Consumer real estate676,539399,776384,373662,168753,733844,402710,1335,3444,436,468
Consumer:
Revolving line1,48534234924526160,454102162,697
Auto8,1797,2929,7435,3071,118248——31,887
Other12,90711,1973,5145,9178531,2728,567—44,227
Total Consumer22,57118,52313,28011,2731,9952,046169,021102238,811
Credit cards:
Consumer——————347,749—347,749
Commercial——————352,984—352,984
Total Credit cards——————700,733—700,733
Leases and other:
Leases—————1,214——1,214
Other181,16016,4088,5888,7137,3441,67113,302—237,186
Total Leases and other181,16016,4088,5888,7137,3442,88513,302—238,400
Total loans$8,655,716$4,969,894$4,262,716$4,744,514$3,367,603$2,963,655$9,794,020$21,290$38,779,408

Accrued interest on loans totaled$183.7 million and $176.1 million as of September 30, 2026 and December 31, 2025, respectively, and is included in the Accrued income line on the Company’s Consolidated Balance Sheets. The total amount of accrued interest is excluded from the amortized cost basis of loans presented above. Further, the Company has elected not to measure an allowance for credit losses for accrued interest receivable.

Credit Quality Indicators

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grading of specified classes of loans, net charge-offs, non-performing loans, and general economic conditions.

The Company utilizes a risk grading matrix to assign a rating to each of its commercial, commercial real estate, and construction real estate loans. Changes in credit risk are monitored on a continuous basis and changes in risk ratings are made when identified. The loan ratings are summarized into the following categories: Pass, Special Mention, Substandard, and Doubtful. Any loan not classified in one of the categories described below is considered to be a Pass loan. A description of the general characteristics of the loan rating categories is as follows:

Special Mention – This rating reflects a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or the borrower’s credit position at some future date. The rating is not adversely classified and does not expose an institution to sufficient risk to warrant adverse classification.

Substandard – This rating represents an asset inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Loans in this category are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified as substandard.

Doubtful – This rating represents an asset that has all the weaknesses inherent in an asset classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage of strengthening the asset, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, liquidation procedures, capital injection, or perfecting liens.

Commercial and industrial

A discussion of the credit quality indicators that impact each type of collateral securing Commercial and industrial loans is included below:

Equipment, accounts receivable, and inventory General commercial and industrial loans are secured by working capital assets and non-real estate assets. The general purpose of these loans is for financing capital expenditures and current operations for commercial and industrial entities. These assets are short-term in nature. In the case of accounts receivable and inventories, the repayment of debt is reliant upon converting assets into cash or through goods and services being sold and collected. Collateral-based risk is due to aged short-term assets, which can be indicative of underlying issues with the borrower and lead to the value of the collateral being overstated.

Agriculture Agricultural loans are secured by non-real estate agricultural assets. These include shorter-term assets such as equipment, crops, and livestock. The risks associated with loans to finance crops or livestock include the borrower’s ability to successfully raise and market the commodity. Adverse weather conditions and other natural perils can dramatically affect farmers’ or ranchers’ production and ability to service debt. Volatile commodity prices present another significant risk for agriculture borrowers. Market price volatility and production cost volatility can affect both revenues and expenses.

Non-Depository Financial Institutions NDFI loans are secured by working capital assets and non-real estate assets. The general purpose of these loans is for financing capital expenditures and current operations. The repayment of debt is reliant upon converting assets into cash or through services being sold and collected. Collateral-based risk is due to aged short-term assets, which can be indicative of underlying issues with the borrower and lead to the value of the collateral being overstated. Other risks consist of collateral that is secured by the stock of a NDFI, which can be unlisted stock with a limited market for the stock, or volatility of asset values driven by market performance.

Overdrafts Commercial overdrafts are typically short-term and unsecured. Some commercial borrowers tie their overdraft obligation to their line of credit, so any draw on the line of credit will satisfy the overdraft.

Amortized Cost Basis by Origination Year - Term Loans
Risk by Collateral20262025202420232022PriorAmortized Cost - Revolving LoansAmortized Cost - Revolving Loans Converted to Term LoansTotal
Equipment/Accounts Receivable/Inventory
Pass$3,542,987$2,262,837$1,381,407$646,986$640,608$491,812$5,964,026$19,591$14,950,254
Special Mention9,94637,45852,55217,3579911,056125,725—245,085
Substandard62,76215,35912,46929,00545,2345,532102,15518,146290,662
Doubtful4643,9744,066———463—8,967
Total Equipment/Accounts Receivable/Inventory$3,616,159$2,319,628$1,450,494$693,348$686,833$498,400$6,192,369$37,737$15,494,968
Agriculture
Pass$21,663$24,270$16,601$19,218$3,942$2,708$332,896$—$421,298
Special Mention2,259971—25028363,926—7,470
Substandard271125260984933912,444—13,586
Doubtful—————————
Total Agriculture$24,193$25,366$16,861$19,566$4,019$3,083$349,266$—$442,354
NDFIs
Pass$156,693$161,031$262,884$351,791$46,662$18,182$2,254,685$—$3,251,928
Special Mention——————19,277—19,277
Substandard—1591,1042,2231,442———4,928
Doubtful—————————
Total NDFIs$156,693$161,190$263,988$354,014$48,104$18,182$2,273,962$—$3,276,133
Amortized Cost Basis by Origination Year - Term Loans
Risk by Collateral20252024202320222021PriorAmortized Cost - Revolving LoansAmortized Cost - Revolving Loans Converted to Term LoansTotal
Equipment/Accounts Receivable/Inventory
Pass$2,958,147$1,842,768$982,320$874,006$462,210$302,753$5,404,325$4,492$12,831,021
Special Mention4,96237,6717,8836,0858939,53563,2566,635136,920
Substandard21,64717,20749,29249,1398,0909,473168,3481,059324,255
Doubtful4,2734,121100———513—9,007
Total Equipment/Accounts Receivable/Inventory$2,989,029$1,901,767$1,039,595$929,230$471,193$321,761$5,636,442$12,186$13,301,203
Agriculture
Pass$26,921$22,252$24,757$7,254$3,824$2,622$406,985$815$495,430
Special Mention2,464——7135—5,374—7,944
Substandard1,000333223502—55814,370—16,986
Doubtful———————1,4431,443
Total Agriculture$30,385$22,585$24,980$7,827$3,859$3,180$426,729$2,258$521,803
NDFIs
Pass$129,859$277,053$364,738$82,934$11,470$29,289$1,489,473$221$2,385,037
Special Mention————2—27,8105027,862
Substandard5339,0233,3993,502664117——17,238
Doubtful—————————
Total NDFIs$130,392$286,076$368,137$86,436$12,136$29,406$1,517,283$271$2,430,137

Specialty lending

A discussion of the credit quality indicators that impact each type of collateral securing Specialty loans is included below:

Asset-based lending General asset-based loans are secured by accounts receivable, inventory, equipment, and real estate. The purpose of these loans is for financing current operations for commercial customers. The repayment of debt is reliant upon collection of the accounts receivable within 30 to 90 days or converting assets into cash or through goods and services being sold and collected. The Company tracks each individual borrower credit risk based on their loan to collateral position. Any borrower position where the underlying value of collateral is below the fair value of the loan is considered out-of-margin and inherently higher risk.

The following table provides a summary of the amortized cost balance by risk rating for asset-based loans as of September 30, 2026 and December 31, 2025(in thousands):

Asset-based lending
RiskSeptember 30, 2026December 31, 2025
In-margin$729,885$518,237
Out-of-margin——
Total$729,885$518,237

Commercial real estate

A discussion of the credit quality indicators that impact each type of collateral securing Commercial real estate loans is included below:

Owner-occupied Owner-occupied loans are secured by commercial real estate. These loans are often longer tenured and susceptible to multiple economic cycles. The loans rely on the owner-occupied operations to service debt which cover a broad spectrum of industries. Real estate debt can carry a significant amount of leverage for a borrower to maintain.

Non-owner-occupied Non-owner-occupied loans are secured by commercial real estate. These loans are often longer tenured and susceptible to multiple economic cycles. The key element of risk in this type of lending is the cyclical nature of real estate markets. Although national conditions affect the overall real estate industry, the effect of national conditions on local markets is equally important. Factors such as unemployment rates, consumer demand, household formation, and the level of economic activity can vary widely from state to state and among metropolitan areas. In addition to geographic considerations, markets can be defined by property type. While all sectors are influenced by economic conditions, some sectors are more sensitive to certain economic factors than others.

Farmland Farmland loans are secured by real estate used for agricultural purposes such as crop and livestock production. Assets used as collateral are long-term assets that carry the ability to have longer amortizations and maturities. Longer terms carry the risk of added susceptibility to market conditions. The limited purpose of some Agriculture-related collateral affects credit risk because such collateral may have limited or no other uses to support values when loan repayment problems emerge.

5+ Multi-family 5+ multi-family loans are secured by a multi-family residential property. The primary risks associated with this type of collateral are largely driven by economic conditions. The national and local market conditions can change with unemployment rates or competing supply of multi-family housing. Tenants may not be able to afford their housing or have better options and this can result in increased vacancy. Rents may need to be lowered to fill apartment units. Increased vacancy and lower rental rates not only drive the borrower’s ability to repay debt but also contribute to how the collateral is valued.

1-4 Family construction 1-4 family construction loans are secured by 1-4 family residential real estate and are in the process of construction or improvements being made. The predominant risk inherent to this portfolio is the risk associated with a borrower’s ability to successfully complete a project on time and within budget. Market conditions also play an important role in understanding the risk profile. Risk from adverse changes in market conditions from the start of development to completion can result in deflated collateral values.

General construction General construction loans are secured by commercial real estate in process of construction or improvements being made and their repayment is dependent on the collateral’s completion. Construction lending presents unique risks not encountered in term financing of existing real estate. The predominant risk inherent to this portfolio is the risk associated with a borrower’s ability to successfully complete a project on time and within budget. Commercial properties under construction are susceptible to market and economic conditions. Demand from prospective customers may erode after construction begins because of a general economic slowdown or an increase in the supply of competing properties.

Amortized Cost Basis by Origination Year - Term Loans
Risk by Collateral20262025202420232022PriorAmortized Cost - Revolving LoansAmortized Cost - Revolving Loans Converted to Term LoansTotal
Owner-occupied
Pass$801,806$1,150,823$548,755$412,574$808,862$1,153,857$41,520$38$4,918,235
Special Mention20,53831534199,06715,51597—45,954
Substandard10,78110,7996,5708,99622,51127,87175023888,516
Doubtful———2————2
Total Owner-occupied$833,125$1,161,937$555,328$421,991$840,440$1,197,243$42,367$276$5,052,707
Non-owner-occupied
Pass$1,363,698$1,324,277$634,637$368,548$934,722$1,000,161$34,748$—$5,660,791
Special Mention695—1,8718,73621,57429,597——62,473
Substandard60,1261722,0142,36017,96732,284——114,923
Doubtful—————————
Total Non-owner-occupied$1,424,519$1,324,449$638,522$379,644$974,263$1,062,042$34,748$—$5,838,187
Farmland
Pass$149,747$232,633$61,338$45,391$81,761$160,265$71,427$593$803,155
Special Mention8,70520,4861622366123,064406—33,671
Substandard9,3523,7785,82117,26911,27134,209999—82,699
Doubtful—————————
Total Farmland$167,804$256,897$67,321$62,896$93,644$197,538$72,832$593$919,525
5+ Multi-family
Pass$472,993$96,794$277,996$143,582$359,748$423,597$2,907$5,307$1,782,924
Special Mention39,240———28,89719,770——87,907
Substandard———18,1288,947———27,075
Doubtful—————————
Total 5+ Multi-family$512,233$96,794$277,996$161,710$397,592$443,367$2,907$5,307$1,897,906
1-4 Family construction
Pass$73,628$22,390$9,246$—$—$—$—$—$105,264
Special Mention487———————487
Substandard—————————
Doubtful—————————
Total 1-4 Family construction$74,115$22,390$9,246$—$—$—$—$—$105,751
General construction
Pass$777,569$780,916$494,195$418,335$166,336$12,999$40,197$50$2,690,597
Special Mention4,6752334,1394002461,798——11,491
Substandard7,925——35,90419,637267,250—70,742
Doubtful—99——————99
Total General construction$790,169$781,248$498,334$454,639$186,219$14,823$47,447$50$2,772,929
Amortized Cost Basis by Origination Year - Term Loans
Risk by Collateral20252024202320222021PriorAmortized Cost - Revolving LoansAmortized Cost - Revolving Loans Converted to Term LoansTotal
Owner-occupied
Pass$1,135,389$489,616$529,515$904,187$751,944$681,592$39,385$—$4,531,628
Special Mention4,14837,09219,60530,99111,89227,290120—131,138
Substandard11,5383,05350,05820,20711,54215,893——112,291
Doubtful—————————
Total Owner-occupied$1,151,075$529,761$599,178$955,385$775,378$724,775$39,505$—$4,775,057
Non-owner-occupied
Pass$1,619,478$652,107$827,493$974,293$749,272$716,905$36,134$1,054$5,576,736
Special Mention23,3391,950—19,99474512,307——58,335
Substandard21,4681,9747,01317,85619,5997,2904,959—80,159
Doubtful——12,9526,688————19,640
Total Non-owner-occupied$1,664,285$656,031$847,458$1,018,831$769,616$736,502$41,093$1,054$5,734,870
Farmland
Pass$230,559$67,852$65,697$116,281$80,909$124,702$65,013$75$751,088
Special Mention18,101342—1151201,869——20,547
Substandard10,1366,34820,11714,6132,58436,7471,390—91,935
Doubtful—————————
Total Farmland$258,796$74,542$85,814$131,009$83,613$163,318$66,403$75$863,570
5+ Multi-family
Pass$329,902$179,107$157,535$543,003$426,213$96,282$10,441$—$1,742,483
Special Mention——2382,8918,447193——11,769
Substandard——14,1728,231————22,403
Doubtful—————————
Total 5+ Multi-family$329,902$179,107$171,945$554,125$434,660$96,475$10,441$—$1,776,655
1-4 Family construction
Pass$74,900$11,104$—$520$—$—$1,301$—$87,825
Special Mention949460240—————1,649
Substandard—————————
Doubtful—————————
Total 1-4 Family construction$75,849$11,564$240$520$—$—$1,301$—$89,474
General construction
Pass$1,078,840$865,015$684,507$333,717$23,062$14,951$25,085$—$3,025,177
Special Mention14,5793,10012818,9191,90329——38,658
Substandard5,732—34,49320,5603,3481,2937,250—72,676
Doubtful102———————102
Total General construction$1,099,253$868,115$719,128$373,196$28,313$16,273$32,335$—$3,136,613

Consumer real estate

A discussion of the credit quality indicators that impact each type of collateral securing Consumer real estate loans is included below:

HELOC HELOC loans are revolving lines of credit secured by 1-4 family residential property. The primary risk is the borrower’s inability to repay debt. Revolving notes are often associated with HELOCs that can be secured by real estate without a 1st lien priority. Collateral is susceptible to market volatility impacting home values or economic downturns.

First lien: 1-4 family First lien 1-4 family loans are secured by a first lien on 1-4 family residential property. These term loans carry longer maturities and amortizations. The longer tenure exposes the borrower to multiple economic cycles, coupled with longer amortizations that result in smaller principal reduction early in the life of the loan. Collateral is susceptible to market volatility impacting home values.

Junior lien: 1-4 family Junior lien 1-4 family loans are secured by a junior lien on 1-4 family residential property. The Company’s primary risk is the borrower’s inability to repay debt and not being in a first lien position. Collateral is susceptible to market volatility impacting home values or economic downturns.

A borrower is considered non-performing if the Company has ceased the recognition of interest and the loan is placed on non-accrual. Charge-offs and borrower performance are tracked on a loan origination vintage basis. Certain vintages, based on their maturation cycle, could be at higher risk due to collateral-based risk factors.

Amortized Cost Basis by Origination Year - Term Loans
Risk by Collateral20262025202420232022PriorAmortized Cost - Revolving LoansAmortized Cost - Revolving Loans Converted to Term LoansTotal
HELOC
Performing$858$636$933$625$2,386$6,381$770,645$4,757$787,221
Non-performing68—5018456001,4202071843,825
Total HELOC$926$636$1,434$1,470$2,986$7,801$770,852$4,941$791,046
First lien: 1-4 family
Performing$453,704$596,730$333,455$300,518$571,667$1,360,418$910$—$3,617,402
Non-performing2852,4696813,7718,8099,549——25,564
Total First lien: 1-4 family$453,989$599,199$334,136$304,289$580,476$1,369,967$910$—$3,642,966
Junior lien: 1-4 family
Performing$11,258$14,492$22,150$15,392$23,814$19,536$381$—$107,023
Non-performing——2011460276——470
Total Junior lien: 1-4 family$11,258$14,492$22,170$15,506$23,874$19,812$381$—$107,493
Amortized Cost Basis by Origination Year - Term Loans
Risk by Collateral20252024202320222021PriorAmortized Cost - Revolving LoansAmortized Cost - Revolving Loans Converted to Term LoansTotal
HELOC
Performing$2,736$87$407$1,343$324$5,979$697,853$4,358$713,087
Non-performing123123497322531,8056509735,086
Total HELOC$2,748$399$756$2,075$577$7,784$698,503$5,331$718,173
First lien: 1-4 family
Performing$608,545$367,915$359,419$624,670$732,306$824,314$6,864$13$3,524,046
Non-performing44,7882414,9866,8853,4456,256——66,601
Total First lien: 1-4 family$653,333$368,156$364,405$631,555$735,751$830,570$6,864$13$3,590,647
Junior lien: 1-4 family
Performing$20,419$30,975$19,202$28,417$17,324$5,974$4,766$—$127,077
Non-performing39246101218174——571
Total Junior lien: 1-4 family$20,458$31,221$19,212$28,538$17,405$6,048$4,766$—$127,648

Consumer

A discussion of the credit quality indicators that impact each type of collateral securing Consumer loans is included below:

Revolving line Consumer Revolving lines of credit are secured by consumer assets other than real estate. The primary risk associated with this collateral is related to market volatility and the value of the underlying financial assets.

Auto Direct consumer auto loans are secured by new and used consumer vehicles. The primary risk with this collateral class is the rate at which the collateral depreciates.

Other This category includes Other consumer loans made to an individual. The primary risk for this category is for those loans where the loan is unsecured. This collateral type also includes other unsecured lending such as consumer overdrafts.

A borrower is considered non-performing if the loan is 90 days past due or more, the Company has ceased the recognition of interest and the loan is placed on non-accrual. Charge-offs and borrower performance are tracked on a loan origination vintage basis. Certain vintages, based on their maturation cycle, could be at higher risk due to collateral-based risk factors.

Amortized Cost Basis by Origination Year - Term Loans
Risk by Collateral20262025202420232022PriorAmortized Cost - Revolving LoansAmortized Cost - Revolving Loans Converted to Term LoansTotal
Revolving line
Performing$5,118$735$34$95$441$809$172,226$276$179,734
Non-performing—————6111274
Total Revolving line$5,118$735$34$95$441$870$172,227$288$179,808
Auto
Performing$10,345$5,573$4,638$5,528$2,710$385$—$—$29,179
Non-performing——28—12———40
Total Auto$10,345$5,573$4,666$5,528$2,722$385$—$—$29,219
Other
Performing$5,499$9,528$6,890$1,472$4,943$1,359$8,112$—$37,803
Non-performing—3357139——67
Total Other$5,499$9,531$6,925$1,479$4,956$1,368$8,112$—$37,870
Amortized Cost Basis by Origination Year - Term Loans
Risk by Collateral20252024202320222021PriorAmortized Cost - Revolving LoansAmortized Cost - Revolving Loans Converted to Term LoansTotal
Revolving line
Performing$1,485$34$23$47$24$525$159,834$99$162,071
Non-performing———2—16203626
Total Revolving line$1,485$34$23$49$24$526$160,454$102$162,697
Auto
Performing$8,179$7,292$9,725$5,290$1,109$248$—$—$31,843
Non-performing——18179———44
Total Auto$8,179$7,292$9,743$5,307$1,118$248$—$—$31,887
Other
Performing$12,905$11,161$3,514$5,893$849$1,245$8,567$—$44,134
Non-performing236—24427——93
Total Other$12,907$11,197$3,514$5,917$853$1,272$8,567$—$44,227

Credit cards

A discussion of the credit quality indicators that impact Credit card loans is included below:

Consumer Consumer credit card loans are revolving loans made to individuals. The primary risk associated with this collateral class is credit card debt which is generally unsecured; therefore, repayment depends primarily on a borrower’s willingness and capacity to repay. The highly competitive environment for credit card lending provides consumers with ample opportunity to hold several credit cards from different issuers and to pay only minimum monthly payments on outstanding balances. In such an environment, borrowers may become over-extended and unable to repay, particularly in times of an economic downturn or a personal catastrophic event.

The consumer credit card portfolio is segmented by borrower payment activity. Transactors are defined as accounts that pay off their balance by the end of each statement cycle. Revolvers are defined as an account that carries a balance from one statement cycle to the next. These accounts incur monthly finance charges, and, sometimes, late fees. Revolvers are inherently higher risk and are tracked by credit score.

A co-branded credit card portfolio is also segmented between current and significantly delinquent loans, with accounts being considered significantly delinquent after 60 days. Current loans are segmented by borrower payment activity as described above. Significantly delinquent loans are tracked by the number of cycles past due.

Commercial Commercial credit card loans are revolving loans made to small and commercial businesses. The primary risk associated with this collateral class is credit card debt which is generally unsecured; therefore, repayment depends primarily on a borrower’s willingness and capacity to repay. Borrowers may become over-extended and unable to repay, particularly in times of an economic downturn or a catastrophic event.

The commercial credit card portfolio is segmented by current and past due payment status. A borrower is past due after 30 days. In general, commercial credit card customers do not have an incentive to hold a balance resulting in paying interest on credit card debt as commercial customers will typically have other debt obligations with lower interest rates in which they can utilize for capital.

The following tables provide a summary of the amortized cost balance of consumer credit cards by risk rating as of September 30, 2026 and December 31, 2025(in thousands):

Consumer
RiskSeptember 30, 2026December 31, 2025
Transactor accounts$123,436$123,445
Revolver accounts (by credit score):
Less than 60012,91713,123
600-6196,8887,127
620-63911,62812,243
640-65919,36419,679
660-67921,32820,261
680-69922,80022,814
700-71924,94625,385
720-73921,89722,547
740-75920,21619,838
760-77920,45619,864
780-79918,55118,774
800-81911,83011,782
820-8396,1016,151
840+1,2091,213
Total$343,567$344,246

The following table provides a summary of the amortized cost balance of consumer credit cards considered significantly delinquent for a co-branded portfolio by delinquent cycles as of September 30, 2026 and December 31, 2025(in thousands):

Consumer
RiskSeptember 30, 2026December 31, 2025
61-90 Days$761$1,084
91-120 Days711848
121-150 Days449805
151-180 Days415766
Total$2,336$3,503

The following table provides a summary of the amortized cost balance of commercial credit cards by risk rating as of September 30, 2026 and December 31, 2025(in thousands):

Commercial
RiskSeptember 30, 2026December 31, 2025
Current$336,755$330,585
Past Due26,77922,399
Total$363,534$352,984

Leases and other

A discussion of the credit quality indicators that impact each type of collateral securing Leases and other loans is included below:

Leases Leases are either loans to individuals for household, family, and other personal expenditures or are loans related to all other direct financing and leveraged leases on property for leasing to lessees other than for household, family and other personal expenditure purposes. All leases are secured by the lease between the lessor and the lessee. These assignments grant the creditor a security interest in the rent stream from any lease, an important source of cash to pay the note in case of the borrower’s default.

Other Other loans are loans that are obligations of states and political subdivisions in the U.S., loans for purchasing or carrying securities, or all other non-consumer loans. Risk associated with other loans is tied to the underlying collateral by each type of loan. Collateral is generally equipment, accounts receivable, inventory, 1-4 family residential construction and is susceptible to the same risks mentioned with those collateral types previously.

The following table provides a summary of the amortized cost balance by collateral type and risk rating as of September 30, 2026 and December 31, 2025(in thousands):

LeasesOther
RiskSeptember 30, 2026December 31, 2025September 30, 2026December 31, 2025
Pass$296$1,214$466,323$237,186
Special Mention————
Substandard————
Doubtful————
Total$296$1,214$466,323$237,186

Allowance for Credit Losses

The ACL is a valuation account that is deducted from loans’ and held-to-maturity (HTM) securities’ amortized cost bases to present the net amount expected to be collected on the instrument. Loans and HTM securities are charged off against the ACL when management believes the balance has become uncollectible. Expected recoveries are included in the allowance and do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

Management estimates the allowance balance using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and supportable economic forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses and is tracked over an economic cycle to capture a ‘through the cycle’ loss history. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in portfolio industry-based segmentation, risk rating and credit score changes, average prepayment rates, changes in environmental conditions, or other relevant factors. For economic forecasts, the Company uses the Moody’s baseline scenario. The Company has developed a dynamic reasonable and supportable forecast period that ranges fromone tothree years and changes based on economic conditions. The Company’s reasonable and supportable forecast period isone year. After the reasonable and supportable forecast period, the Company reverts to historical losses. The reversion method applied to each portfolio can either be cliff in which the Company reverts immediately to historical losses or straight-line over four quarters.

The ACL is measured on a collective (pool) basis when similar risk characteristics exist. The ACL also incorporates qualitative factors which represent adjustments to historical credit loss experience for items such as concentrations of credit and results of internal loan review. The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods. The Company’s portfolio segmentation consists of Commercial and industrial, Specialty lending, Commercial real estate, Consumer real estate, Consumer, Credit cards, Leases and other, and Held-to-maturity securities. Multiple modeling techniques are used to measure credit losses based on the portfolio.

The ACL for Commercial and industrial and Leases and other segments are measured using a probability of default and loss given default method. Primary risk drivers within the segment are risk ratings of the individual loans along with changes of macro-economic variables. The economic variables utilized are typically comprised of leading and lagging indicators. The ACL for Commercial and industrial loans is calculated by modeling probability of default (PD) over future periods multiplied by historical loss given default rates (LGD) multiplied by contractual exposure at default minus any estimated prepayments and charge offs.

Collateral positions for Specialty lending loans are continuously monitored by the Company and the borrower is required to continually adjust the amount of collateral securing the loan. Credit losses are measured for any position where the amortized cost basis is greater than the fair value of the collateral. The ACL for specialty lending loans is calculated by using a bottom-up approach comparing collateral values to outstanding balances.

The ACL for the Commercial real estate segment is measured using a PD and LGD method. Primary risk characteristics within the segment are risk ratings of the individual loans, along with changes of macro-economic variables, such as interest rates, CRE price index, median household income, construction activity, farm income, and vacancy rates. The ACL for Commercial real estate loans is calculated by modeling PD over future periods based on peer bank data. The PD loss rate is then multiplied by historical LGD multiplied by contractual exposure at default minus any estimated prepayments and charge offs.

The ACL for the Consumer real estate and Consumer segments are measured using an origination vintage loss rate method applied to the loans’ amortized cost balance. The primary risk driver within the segments is year of origination along with changes of macro-economic variables such as unemployment and the home price index.

The Credit card segment contains both consumer and commercial credit cards. The ACL for Consumer credit cards is measured using a PD and LGD method for Revolvers and average historical loss rates across a defined lookback period for Transactors. The PD and LGD method used for Revolvers is similar in nature to the method used in the Commercial and industrial and Commercial real estate segments. Primary risk drivers within the segment are credit ratings of the individual card holders along with changes of macro-economic variables such as unemployment and retail sales. The ACL for Commercial credit cards is measured using roll-rate loss rate method based on days past due.

The ACL for the State and political HTM securities segment is measured using a loss rate method based on historical bond rating transitions. Primary risk drivers within the segment are bond ratings in the portfolio along with changes of macro-economic conditions. There is no ACL for the U.S. Treasury and GSE mortgage-backed HTM securities portfolios as they are considered to be agency-backed securities with no risk of loss as they are either explicitly or implicitly guaranteed by the U.S. government. For further discussion on these securities, including the aging and amortized cost balance of HTM securities, see Note 5, “Securities.”

See the credit quality indicators presented previously for a summary of current risk in the Company’s portfolio. Changes in economic forecasts will affect all portfolio segments, updated financial records from borrowers will affect portfolio segments by risk rating, updated credit scores will affect consumer credit cards, payment performance will affect consumer and commercial credit card portfolio segments, and updated bond credit ratings will affect held-to-maturity securities. The Company actively monitors all credit quality indicators for risk changes that will influence the current estimate.

Expected credit losses are estimated over the contractual term of the loans, adjusted for prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a concessionary loan term has been granted to a borrower experiencing financial difficulty or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancelable by the Company.

Credit card receivables do not have stated maturities. In determining the estimated life of a credit card receivable, management first estimates the future cash flows expected to be received and then applies those expected future cash flows to the credit card balance. Expected credit losses for credit cards are determined by estimating the amount and timing of principal payments expected to be received as payment for the balance outstanding as of the reporting period until the expected payments have been fully allocated. The ACL is recorded for the excess of the balance outstanding as of the reporting period over the expected principal payments.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually include loans on nonaccrual, loans that include modifications deemed concessionary made to borrowers experiencing financial difficulty, or any loans specifically identified, and are excluded from the collective evaluation. When it is determined that payment of interest or recovery of all principal is questionable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for undiscounted selling costs as appropriate. All loans are classified as collateral dependent if placed on non-accrual or include modifications made to borrowers experiencing financial difficulty.

ALLOWANCE FOR CREDIT LOSSES AND RECORDED INVESTMENT IN LOANS

This table provides a rollforward of the allowance for credit losses by portfolio segment for thethree and nine months ended September 30, 2026 and September 30, 2025 (in thousands):

Commercial and industrialSpecialty lendingCommercial real estateConsumer real estateConsumerCredit cardsLeases and otherTotal - LoansHTMTotal
Allowance for credit losses:
Beginning balance$295,312$—$111,996$5,710$1,971$18,090$4,297$437,376$3,996$441,372
Charge-offs(4,247)—(4,655)(534)(1,202)(5,413)(17)(16,068)—(16,068)
Recoveries498——2382581,071—2,065—2,065
Provision21,119—2,1647291,0804,219(270)29,041(41)29,000
Ending balance - ACL$312,682$—$109,505$6,143$2,107$17,967$4,010$452,414$3,955$456,369
Allowance for credit losses on off-balance sheet credit exposures:
Beginning balance$3,961$—$1,411$99$83$—$145$5,699$22$5,721
Provision956—949212—601,988122,000
Ending balance - ACL on off-balance sheet$4,917$—$2,360$120$85$—$205$7,687$34$7,721
Commercial and industrialSpecialty lendingCommercial real estateConsumer real estateConsumerCredit cardsLeases and otherTotal - LoansHTMTotal
Allowance for credit losses:
Beginning balance$210,728$—$153,489$5,521$1,567$17,913$700$389,918$4,275$394,193
PCD allowance for credit loss at acquisition——8,006————8,006—8,006
Charge-offs(5,927)—(4,572)(421)(830)(7,820)(7)(19,577)—(19,577)
Recoveries65——7517587361,194—1,194
Provision18,402—(1,230)9142477,098(1)25,430(2,430)23,000
Ending balance - ACL$223,268$—$155,693$6,089$1,159$18,064$698$404,971$1,845$406,816
Allowance for credit losses on off-balance sheet credit exposures:
Beginning balance$4,331$—$3,540$180$98$—$54$8,203$18$8,221
Initial allowance for credit loss at acquisition——————————
Provision(169)—(420)4630—(5)(518)18(500)
Ending balance - ACL on off-balance sheet$4,162$—$3,120$226$128$—$49$7,685$36$7,721
Commercial and industrialSpecialty lendingCommercial real estateConsumer real estateConsumerCredit cardsLeases and otherTotal - LoansHTMTotal
Allowance for credit losses:
Beginning balance$240,324$—$151,060$6,938$1,387$18,042$1,727$419,478$1,684$421,162
Charge-offs(16,519)—(16,592)(1,433)(3,259)(17,615)(17)(55,435)—(55,435)
Recoveries2,010—292797113,593206,642—6,642
Provision86,867—(24,992)3593,26813,9472,28081,7292,27184,000
Ending balance - ACL$312,682$—$109,505$6,143$2,107$17,967$4,010$452,414$3,955$456,369
Allowance for credit losses on off-balance sheet credit exposures:
Beginning balance$2,886$—$2,548$154$91$—$27$5,706$15$5,721
Provision2,031—(188)(34)(6)—1781,981192,000
Ending balance - ACL on off-balance sheet$4,917$—$2,360$120$85$—$205$7,687$34$7,721
Commercial and industrialSpecialty lendingCommercial real estateConsumer real estateConsumerCredit cardsLeases and otherTotal - LoansHTMTotal
Allowance for credit losses:
Beginning balance$161,553$—$77,340$4,327$966$14,272$631$259,089$2,645$261,734
PCD allowance for credit loss at acquisition45,026—40,05420613——85,299—85,299
Charge-offs(38,035)—(11,074)(2,050)(2,253)(20,020)(7)(73,439)—(73,439)
Recoveries254—1842384202,62063,722—3,722
Provision54,470—49,1893,3682,01321,19268130,300(800)129,500
Ending balance - ACL$223,268$—$155,693$6,089$1,159$18,064$698$404,971$1,845$406,816
Allowance for credit losses on off-balance sheet credit exposures:
Beginning balance$2,234$—$1,741$70$16$—$63$4,124$14$4,138
Initial allowance for credit loss at acquisition2,166—1,1926341—1143,57673,583
Provision(238)—1879371—(128)(15)15—
Ending balance - ACL on off-balance sheet$4,162$—$3,120$226$128$—$49$7,685$36$7,721

Purchased loans that reflect a more than insignificant credit deterioration since origination at the date of acquisition are classified as PCD loans. PCD loans are recorded at fair value plus the ACLexpected at the time of acquisition. Upon the acquisition of HTLF, the Company recorded $62.1 million to establish the PCD ACL. During the second and third quarters of 2025, the Company recorded an additional $15.2 million and $8.0 million, respectively, to the PCD ACL based on credit factors that were determined to be in existence as of the date of acquisition.

The allowance for credit losses on off-balance sheet credit exposures is recorded in the Accrued expenses and taxes line of the Company’s Consolidated Balance Sheets. See Note 10 “Commitments, Contingencies and Guarantees.”

Collateral Dependent Financial Assets

The following tables provide the amortized cost balance of financial assets considered collateral dependent as of September 30, 2026 and December 31, 2025(in thousands):

Loan Segment and TypeAmortized Cost of Collateral Dependent AssetsRelated Allowance for Credit LossesAmortized Cost of Collateral Dependent Assets with no related Allowance
Commercial and industrial:
Equipment/Accounts Receivable/Inventory$30,996$11,096$11,379
Agriculture711—711
NDFIs392—392
Total Commercial and industrial32,09911,09612,482
Specialty lending:
Asset-based lending———
Total Specialty lending———
Commercial real estate:
Owner-occupied16,760—16,760
Non-owner-occupied19,305—19,305
Farmland2,869—2,869
5+ Multi-family14,467—14,467
1-4 Family construction———
General construction122—122
Total Commercial real estate53,523—53,523
Consumer real estate:
HELOC3,926—3,926
First lien: 1-4 family26,49314625,863
Junior lien: 1-4 family509—509
Total Consumer real estate30,92814630,298
Consumer:
Revolving line81—81
Auto41—41
Other66—66
Total Consumer188—188
Leases and other:
Leases———
Other———
Total Leases and other———
Total loans$116,738$11,242$96,491
Loan Segment and TypeAmortized Cost of Collateral Dependent AssetsRelated Allowance for Credit LossesAmortized Cost of Collateral Dependent Assets with no related Allowance
Commercial and industrial:
Equipment/Accounts Receivable/Inventory$23,594$10,741$9,274
Agriculture2,186687743
NDFIs853—853
Total Commercial and industrial26,63311,42810,870
Specialty lending:
Asset-based lending———
Total Specialty lending———
Commercial real estate:
Owner-occupied10,9052,2403,746
Non-owner-occupied50,9559,0938,957
Farmland3,389—3,389
5+ Multi-family14,324—14,324
1-4 Family construction———
General construction7,4081615,700
Total Commercial real estate86,98111,49436,116
Consumer real estate:
HELOC5,319—5,319
First lien: 1-4 family23,96920522,720
Junior lien: 1-4 family622—622
Total Consumer real estate29,91020528,661
Consumer:
Revolving line633—633
Auto47—47
Other97—97
Total Consumer777—777
Leases and other:
Leases———
Other———
Total Leases and other———
Total loans$144,301$23,127$76,424

Modifications made to Borrowers Experiencing Financial Difficulty

In the normal course of business, the Company may execute loan modifications with borrowers. These modifications are analyzed to determine whether the modification is considered concessionary, long term and made to a borrower experiencing financial difficulty. The Company’s modifications generally include interest rate adjustments, principal reductions, and amortization and maturity date extensions. These modifications allow the borrower short-term cash relief to allow them to improve their financial condition. If a loan modification is determined to be made to a borrower experiencing financial difficulty, the loan is considered collateral dependent and evaluated as part of the ACL as described above in the Allowance for Credit Losses section of this note.

For the three months ended September 30, 2026, the Company had one new modification on a residential real estate loan made to a borrower experiencing financial difficulty with a total pre-modification loan balance of $70 thousand and a total post-modification loan balance of $86 thousand. For the nine months ended September 30, 2026, the Company hadfour modifications on residential real estate loans made to borrowers experiencing financial difficulty with a total pre-modification loan balance of $604 thousand and a total post-modification loan balance of $624 thousand. For thethree months ended September 30, 2025, the Company hadone new modification on a residential real estate loan made to a borrower experiencing financial difficulty with a total pre-modification loan balance of $401 thousand and a total post-modification loan balance of $432 thousand. For the nine months ended September 30, 2025, the Company hadthree modifications on residential real estate loans made to borrowers experiencing financial difficulty with a total pre-modification loan balance of $757 thousand and a total post-modification loan balance of $790 thousand.

The Company hadno commitments to lend to borrowers experiencing financial difficulty for which the Company has modified an existing loan as of September 30, 2026 and 2025. The Company monitors loan payments on an on-going basis to determine if a loan is considered to have a payment default. Determination of payment default involves analyzing the economic conditions that exist for each customer and their ability to generate positive cash flows during the loan term. For the three and nine months ended September 30, 2026 and 2025, the Company had no loan modifications made to borrowers experiencing financial difficulty for which there was a payment default within the 12 months following the modification date.

  1. Securities

Securities Available for Sale

This table provides detailed information about securities available for sale at September 30, 2026 and December 31, 2025 (in thousands):

September 30, 2026AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairValue
U.S. Treasury$2,225,668$185$(32,034)$2,193,819
U.S. Agencies48,4501(98)48,353
Mortgage-backed8,713,5353,700(691,429)8,025,806
State and political subdivisions2,373,05574(232,199)2,140,930
Corporates50,550242(1,364)49,428
Collateralized loan obligations550,113117(258)549,972
Total$13,961,371$4,319$(957,382)$13,008,308
December 31, 2025AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFairValue
U.S. Treasury$2,301,248$20,008$(441)$2,320,815
U.S. Agencies62,069401(100)62,370
Mortgage-backed8,427,19771,827(331,151)8,167,873
State and political subdivisions2,494,53724,898(72,847)2,446,588
Corporates180,854349(4,088)177,115
Collateralized loan obligations533,995504(119)534,380
Total$13,999,900$117,987$(408,746)$13,709,141

The following table presents contractual maturity information for securities available for sale at September 30, 2026 (in thousands):

AmortizedFair
CostValue
Due in 1 year or less$937,877$935,668
Due after 1 year through 5 years2,018,6871,966,328
Due after 5 years through 10 years556,070523,393
Due after 10 years1,735,2021,557,113
Total5,247,8364,982,502
Mortgage-backed securities8,713,5358,025,806
Total securities available for sale$13,961,371$13,008,308

Securities may be disposed of before contractual maturities due to sales by the Company or because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

The following table presents the sales of securities available for sale for thethree and nine months ended September 30, 2026 and 2025(in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Proceeds from sales$—$7,871$57,146$624,225
Gross realized gains—91429514
Gross realized losses————

There were $12.3 billion and $13.4 billion of securities pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements at September 30, 2026 and December 31, 2025, respectively.

Accrued interest on securities available for sale totaled $71.8 million and $82.9 million as of September 30, 2026 and December 31, 2025, respectively, and is included in the Accrued income line on the Company’s Consolidated Balance Sheets. The total amount of accrued interest is excluded from the amortized cost of available-for-sale securities presented above. Further, the Company has elected not to measure an ACL for accrued interest receivable.

The following table shows the Company’s available-for-sale investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2026 and December 31, 2025 (in thousands):

Less than 12 months12 months or moreTotal
September 30, 2026CountFair ValueUnrealizedLossesCountFair ValueUnrealizedLossesCountFair ValueUnrealizedLosses
Description of Securities
U.S. Treasury280$1,994,393$(32,034)—$—$—280$1,994,393$(32,034)
U.S. Agencies735,338(98)———735,338(98)
Mortgage-backed6625,458,678(266,473)8002,492,923(424,956)1,4627,951,601(691,429)
State and political subdivisions9891,378,152(100,443)763729,734(131,756)1,7522,107,886(232,199)
Corporates———2243,170(1,364)2243,170(1,364)
Collateralized loan obligations33329,837(258)———33329,837(258)
Total1,971$9,196,398$(399,306)1,585$3,265,827$(558,076)3,556$12,462,225$(957,382)
Less than 12 months12 months or moreTotal
December 31, 2025CountFair ValueUnrealizedLossesCountFair ValueUnrealizedLossesCountFair ValueUnrealizedLosses
Description of Securities
U.S. Treasury8$72,013$(88)2$30,234$(353)10$102,247$(441)
U.S. Agencies17,855(100)———17,855(100)
Mortgage-backed82757,160(5,682)8172,871,729(325,469)8993,628,889(331,151)
State and political subdivisions152515,364(11,181)1,142809,113(61,666)1,2941,324,477(72,847)
Corporates12,990(10)134164,108(4,078)135167,098(4,088)
Collateralized loan obligations20164,531(112)12,999(7)21167,530(119)
Total264$1,519,913$(17,173)2,096$3,878,183$(391,573)2,360$5,398,096$(408,746)

The unrealized losses in the Company’s investments were caused by changes in interest rates, and not from a decline in credit of the underlying issuers. The U.S. Treasury, U.S. Agency, and GSE mortgage-backed securities are all considered to be agency-backed securities with no risk of loss as they are either explicitly or implicitly guaranteed by the U.S. government. The changes in fair value in the agency-backed portfolios are solely driven by change in interest rates caused by changing economic conditions. The Company has no knowledge of any underlying credit issues and the cash flows underlying the debt securities have not changed and are not expected to be impacted by changes in interest rates.

For the State and political subdivision portfolio, the majority of the Company’s holdings are in general obligation bonds, which have a very low historical default rate due to issuers generally having unlimited taxing authority to service the debt. For the State and political, Corporates, and Collateralized loan obligations portfolios, the Company has a robust process for monitoring credit risk, including both pre-purchase and ongoing post-purchase credit reviews and analysis. The Company monitors credit ratings of all bond issuers in these segments and reviews available financial data, including market and sector trends.

As of September 30, 2026 and December 31, 2025, there wasno ACL related to the Company’s available-for-sale securities as the decline in fair value did not result from credit issues.

Securities Held to Maturity

The following table provides detailed information about securities held to maturity at September 30, 2026 and December 31, 2025, respectively (in thousands):

September 30, 2026Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueAllowance for Credit LossesNet Carrying Amount
U.S. Treasury$38,263$—$(1,191)$37,072$—$38,263
Mortgage-backed2,345,196—(424,144)1,921,052—2,345,196
State and political subdivisions3,322,84814,697(395,585)2,941,960(3,955)3,318,893
Total$5,706,307$14,697$(820,920)$4,900,084$(3,955)$5,702,352
December 31, 2025Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueAllowance for Credit LossesNet Carrying Amount
U.S. Treasury$38,253$27$(37)$38,243$—$38,253
Mortgage-backed2,513,667335(305,040)2,208,962—2,513,667
State and political subdivisions3,172,30726,713(195,760)3,003,260(1,684)3,170,623
Total$5,724,227$27,075$(500,837)$5,250,465$(1,684)$5,722,543

The following table presents contractual maturity information for securities held to maturity at September 30, 2026(in thousands):

AmortizedFair
CostValue
Due in 1 year or less$130,009$129,638
Due after 1 year through 5 years580,864557,406
Due after 5 years through 10 years735,298675,982
Due after 10 years1,914,9401,616,006
Total3,361,1112,979,032
Mortgage-backed securities2,345,1961,921,052
Total securities held to maturity$5,706,307$4,900,084

Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

There were no sales of securities held to maturity during the three ornine months ended September 30, 2026 or 2025.

During the year ended December 31, 2022, securities with an amortized cost of $4.1 billion and a fair value of $3.8 billion were transferred from the available-for-sale classification to the held-to-maturity classification as the Company has the positive intent and ability to hold these securities to maturity. The transfers of securities were made at fair value at the time of transfer. The unrealized holding gain or loss at the time of transfer is retained in AOCI and will be amortized over the remaining life of the securities, offsetting the related amortization of discount or premium on the transferred securities. No gains or losses were recognized at the time of the transfers. The amortized cost balance of securities held to maturity in the tables above includes a net unamortized unrealized loss of $117.5 million and $139.2 million at September 30, 2026 and December 31, 2025, respectively.

Accrued interest on securities held to maturity totaled $27.1 million and $28.0 million as of September 30, 2026 and December 31, 2025, respectively, and is included in the Accrued income line on the Company’s Consolidated Balance Sheets. The total amount of accrued interest is excluded from the amortized cost of held-to-maturity securities presented above. Further, the Company has elected not to measure an ACL for accrued interest receivable.

The following table shows the Company’s held-to-maturity investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at September 30, 2026 and December 31, 2025, respectively(in thousands):

Less than 12 months12 months or moreTotal
September 30, 2026CountFair ValueUnrealized LossesCountFair ValueUnrealized LossesCountFair ValueUnrealized Losses
U.S. Treasury4$21,781$(521)3$15,291$(670)7$37,072$(1,191)
Mortgage-backed11100,562(6,355)2681,820,490(417,789)2791,921,052(424,144)
State and political subdivisions362955,519(89,151)1,3971,551,856(306,434)1,7592,507,375(395,585)
Total377$1,077,862$(96,027)1,668$3,387,637$(724,893)2,045$4,465,499$(820,920)
Less than 12 months12 months or moreTotal
December 31, 2025CountFair ValueUnrealizedLossesCountFair ValueUnrealizedLossesCountFair ValueUnrealizedLosses
U.S. Treasury3$15,913$(37)—$—$—3$15,913$(37)
Mortgage-backed10147,066(918)2621,998,984(304,122)2722,146,050(305,040)
State and political subdivisions146687,180(41,122)1,3541,480,709(154,638)1,5002,167,889(195,760)
Total159$850,159$(42,077)1,616$3,479,693$(458,760)1,775$4,329,852$(500,837)

The unrealized losses in the Company’s held-to-maturity portfolio were caused by changes in the interest rate environment. The U.S. Treasury and GSE mortgage-backed securities are considered to be agency-backed securities with no risk of loss as they are either explicitly or implicitly guaranteed by the U.S. government. Therefore, the Company’s expected lifetime loss for these portfolios is zero and there is no ACL recorded for these portfolios. The Company has no knowledge of any underlying credit issues and the cash flows underlying the debt securities have not changed and are not expected to be impacted by changes in interest rates.

For the State and political subdivision portfolio, the Company’s holdings are in general obligation bonds as well as private placement bonds, which have very low historical default rates due to issuers generally having unlimited taxing authority to service the debt. The Company has a robust process for monitoring credit risk, including both pre-purchase and ongoing post-purchase credit reviews and analysis. The Company monitors credit ratings of all bond issuers in these segments and reviews available financial data, including market and sector trends. The underlying bonds are evaluated for credit losses in conjunction with management’s estimate of the ACL based on credit rating.

The following tables show the amortized cost basis by credit rating of the Company’s held-to-maturity State and political subdivisions bond investments at September 30, 2026 and December 31, 2025(in thousands):

Amortized Cost Basis by Credit Rating - HTM Debt Securities
September 30, 2026AAAAAABBBBBBCCC-CTotal
State and political subdivisions:
Competitive$45,458$51,404$340,916$839,856$12,540$34,497$13,304$1,337,975
Utilities869,157974,636125,65913,6631,758——1,984,873
Total state and political subdivisions$914,615$1,026,040$466,575$853,519$14,298$34,497$13,304$3,322,848
Amortized Cost Basis by Credit Rating - HTM Debt Securities
December 31, 2025AAAAAABBBBBBCCC-CTotal
State and political subdivisions:
Competitive$46,933$51,390$379,973$812,061$34,105$23,326$14,424$1,362,212
Utilities899,088777,880114,84515,8242,458——1,810,095
Total state and political subdivisions$946,021$829,270$494,818$827,885$36,563$23,326$14,424$3,172,307

Competitive held-to-maturity securities include not-for-profit enterprises that provide public functions such as housing, higher education or healthcare, but do so in a competitive environment. It also includes project financings that can have relatively high enterprise risk, such as deals backed by revenues from sports or convention facilities or start-up transportation revenues.

Utilities are public enterprises providing essential services with a monopoly or near-monopoly over the service area. This includes environmental utilities (water, sewer, solid waste), power utilities (electric distribution and generation, gas), and transportation utilities (airports, parking, toll roads, mass transit, ports).

The following table presents the aging of past due held-to-maturity securities at September 30, 2026(in thousands):

September 30, 202630-89Days PastDue andAccruingGreater than90 Days PastDue andAccruingNon-AccrualTotalPast DueCurrentTotal
State and political subdivisions:
Competitive$21,000$—$—$21,000$1,316,975$1,337,975
Utilities————1,984,8731,984,873
Total state and political subdivisions$21,000$—$—$21,000$3,301,848$3,322,848

All held-to-maturity securities were current and not past due at December 31, 2025.

Trading Securities

There were net unrealized losses of $331 thousand and $6 thousand on trading securities at September 30, 2026 and 2025, respectively. Net unrealized gains and losses are included in trading and investment banking income on the Company’s Consolidated Statements of Income. Securities sold not yet purchased totaled $17.5 million and $4.1 million at September 30, 2026 and December 31, 2025, respectively, and are classified within the Other liabilities line of the Company’s Consolidated Balance Sheets.

Other Securities

The table below provides detailed information for Other securities at September 30, 2026 and December 31, 2025(in thousands):

September 30, 2026December 31, 2025
FRB and FHLB stock$137,502$137,498
Equity securities with readily determinable fair values14,53714,690
Equity securities without readily determinable fair values598,253524,112
Total$750,292$676,300

Investment in FRB stock is based on the capital structure of the investing bank, and investment in FHLB stock is mainly tied to the level of borrowings from the FHLB. These holdings are carried at cost. Equity securities with readily determinable fair values are generally traded on an exchange and market prices are readily available. Equity securities without readily determinable fair values include equity investments which are held by a subsidiary qualified as a Small Business Investment Company, as well as investments in low-income housing partnerships within the areas the Company serves and various other investments. Unrealized gains or losses on equity securities with and without readily determinable fair values are recognized in the Investment securities gains, net line of the Company’s Consolidated Statements of Income.

The table below presents the changes in equity securities without readily determinable fair values for thethree and nine months ended September 30, 2026 and 2025(in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Beginning balance$543,225$533,749$524,112$416,750
Acquisition of HTLF—(19,675)—103,211
Purchases of securities62,92734,919112,91383,749
Observable upward price adjustments9,8413,46244,31113,895
Observable downward price adjustments(289)(653)(5,013)(9,228)
Sales of securities and other activity(17,451)(10,783)(78,070)(67,358)
Ending balance$598,253$541,019$598,253$541,019

Investment Securities Gains (Losses), Net

The following table presents the components of Investment securities gains (losses), net for thethree and nine months ended September 30, 2026 and September 30, 2025(in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Investment securities gains (losses), net
Available-for-sale debt securities:
Gains realized on sales$—$91$429$514
Equity securities with readily determinable fair values:
Fair value adjustments, net949(7,103)72422,513
Equity securities without readily determinable fair values:
Fair value adjustments, net9,5262,91918,375(2,384)
Sales534—21,6148,167
Total investment securities gains (losses), net$11,009$(4,093)$41,142$28,810
  1. Goodwill and Other Intangibles

Changes in the carrying amount of goodwill for the periods ended September 30, 2026 and December 31, 2025 by reportable segment are as follows (in thousands):

Commercial BankingInstitutional BankingPersonal BankingTotal
Balances as of January 1, 2026$1,042,577$76,492$720,756$1,839,825
Acquisition of HTLF(1,339)—(892)(2,231)
Balances as of September 30, 2026$1,041,238$76,492$719,864$1,837,594
Balances as of January 1, 2025$63,113$76,492$67,780$207,385
Acquisition of HTLF979,464—652,9761,632,440
Balances as of December 31, 2025$1,042,577$76,492$720,756$1,839,825

The following table lists the finite-lived intangible assets that continue to be subject to amortization as of September 30, 2026 and December 31, 2025 (in thousands):

Core Deposit Intangible AssetsCustomer RelationshipsTotal
Gross carrying amount$481,294$124,085$605,379
Accumulated amortization140,62748,046188,673
Net carrying amount$340,667$76,039$416,706
Core Deposit Intangible AssetsCustomer RelationshipsTotal
Gross carrying amount$481,294$124,085$605,379
Accumulated amortization81,20337,307118,510
Net carrying amount$400,091$86,778$486,869

Related to the acquisition of HTLF, the Company recognized an adjustment of $2.2 million to goodwill during the period ended September 30, 2026. During 2025, the Company recognized $1.6 billion of goodwill, a $474.1 million core deposit intangible asset, wealth customer list of $26.0 million, and purchased credit card relationships of $10.9 million. See Note 13,“Acquisition” for additional information.

On September 2, 2025, the Company acquired a healthcare savings account business, which included $32.5 million of deposits. The purchase resulted in recognition of a $4.8 million core deposit intangible asset.

The following table has the aggregate amortization expense recognized in each period(in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Aggregate amortization expense$23,243$25,317$70,163$68,067

The following table discloses the estimated amortization expense of intangible assets in future periods (in thousands):

For the three months ending December 31, 2026$22,957
For the year ending December 31, 202782,528
For the year ending December 31, 202870,461
For the year ending December 31, 202961,515
For the year ending December 31, 203052,901
  1. Borrowed Funds

The components of the Company’s borrowed funds are as follows(in thousands):

September 30, 2026December 31, 2025
Long-term debt:
Trust preferred securities$223,537$220,034
Subordinated notes 6.25%, net of issuance costs109,574109,255
Subordinated notes 2.75%—144,940
Total long-term debt333,111474,229
Total borrowed funds$333,111$474,229

The following table presents details of outstanding trust preferred securities as of September 30, 2026(in thousands):

Amount OutstandingIssuance DateInterest RateInterest Rate as of September 30, 2026Maturity Date
Marquette Capital Trust I$19,62512/28/20051.33% over 3-month term SOFR5.34%1/7/2036
Marquette Capital Trust II20,07412/28/20051.33% over 3-month term SOFR5.341/7/2036
Marquette Capital Trust III7,8805/30/20061.50% over 3-month term SOFR5.806/23/2036
Marquette Capital Trust IV31,7676/30/20061.60% over 3-month term SOFR5.769/15/2036
Heartland Financial Statutory Trust IV9,8023/17/20042.75% over 3-month term SOFR6.993/17/2034
Heartland Financial Statutory Trust V17,8411/27/20061.33% over 3-month term SOFR5.344/7/2036
Heartland Financial Statutory Trust VI17,2596/21/20071.48% over 3-month term SOFR5.649/15/2037
Heartland Financial Statutory Trust VII15,1016/26/20071.48% over 3-month term SOFR5.509/1/2037
Morrill Statutory Trust I10,09712/19/20023.25% over 3-month term SOFR7.5912/26/2032
Morrill Statutory Trust II9,86512/17/20032.85% over 3-month term SOFR7.0912/17/2033
Sheboygan Statutory Trust I7,4459/17/20032.95% over 3-month term SOFR7.199/17/2033
CBNM Capital Trust I4,9009/10/20043.25% over 3-month term SOFR7.4112/15/2034
Citywide Capital Trust III6,89312/19/20032.80% over 3-month term SOFR6.9012/19/2033
Citywide Capital Trust IV4,7779/30/20042.20% over 3-month term SOFR6.209/30/2034
Citywide Capital Trust V13,3675/31/20061.54% over 3-month term SOFR5.707/25/2036
OCGI Statutory Trust III3,0506/27/20023.65% over 3-month term SOFR7.669/30/2032
OCGI Statutory Trust IV5,7529/23/20042.50% over 3-month term SOFR6.6612/15/2034
BVBC Capital Trust II7,5364/10/20033.25% over 3-month term SOFR7.324/24/2033
BVBC Capital Trust III10,5067/29/20051.60% over 3-month term SOFR5.949/30/2035
Total trust preferred securities$223,537

In September 2022, the Company issued $110.0 million of 6.25% fixed-to-fixed rate subordinated notes that mature on September 28, 2032. The notes bear interest at the rate of 6.25% per annum, payable semi-annually on each March 28 and September 28. The Company may redeem the notes, in whole or in part, on September 28, 2027, or on any interest payment date thereafter. Unamortized debt issuance costs related to these notes totaled $426 thousand and $745 thousand as of September 30, 2026 and December 31, 2025. Proceeds from the issuance of the notes were used for general corporate purposes, including contributing Tier 1 capital into the Bank.

As part of the acquisition of HTLF, the Company acquired $150.0 million of 2.75% fixed-to-fixed rate subordinated notes that mature on September 15, 2031. The notes had an interest rate of 2.75% per annum, payable semi-annually on each March 15 and September 15. During the third quarter of 2026, the Company redeemed all of these outstanding subordinated notes.

The remainder of the Company’s long-term debt was assumed from the acquisitions of Marquette Financial Companies in 2015 and HTLF in 2025 and consists of debt obligations payable to 19 unconsolidated trusts that previously issued trust preferred securities, as summarized in the table above. These long-term debt obligations had an aggregate contractual balance of $262.9 million and had a carrying value of $223.5 million and $220.0 million as of September 30, 2026 and December 31, 2025, respectively.

The Company is a member bank of the FHLB and through this relationship, the Company owns FHLB stock and has access to additional liquidity and funding sources through FHLB advances. The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB. As of September 30, 2026 and December 31, 2025, the Company owned $10.1 million and $10.3 million of FHLB stock, respectively. The Company hadno outstanding advances with the FHLB Des Moines as of September 30, 2026 or December 31, 2025. As of September 30, 2026, the Company hadthree letters of credit outstanding with the FHLB of Des Moines to secure deposits. These letters of credit have an aggregate amount of$53.0 million and have various maturity dates through December 10, 2026. The Company’s remaining borrowing capacity with the FHLB was $2.7 billion as of September 30, 2026.

The Company utilizes repurchase agreements to facilitate the needs of customers and to facilitate secured short-term funding needs. Repurchase agreements are stated at the amount of cash received in connection with the transaction. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents.

The table below presents the remaining contractual maturities of repurchase agreements outstanding at September 30, 2026 and December 31, 2025, in addition to the various types of marketable securities that have been pledged as collateral for these borrowings(in thousands):

Remaining Contractual Maturities of the Agreements
Overnight2-29 Days30-90 DaysOver 90 DaysTotal
Repurchase agreements, secured by:
U.S. Treasury$1,843,930$—$—$—$1,843,930
U.S. Agencies451,724146,181730,44712,5501,340,902
Total repurchase agreements$2,295,654$146,181$730,447$12,550$3,184,832
Remaining Contractual Maturities of the Agreements
2-29 Days30-90 DaysOver 90 DaysTotal
Repurchase agreements, secured by:
U.S. Treasury$1,355,233$—$—$1,355,233
U.S. Agencies1,177,072759,5001,0001,937,572
Total repurchase agreements$2,532,305$759,500$1,000$3,292,805
  1. Business Segment Reporting

The Company has strategically aligned its operations into the following three reportable segments: Commercial Banking, Institutional Banking, and Personal Banking (collectively, the Business Segments, and each, a Business Segment). These segments reflect the type of customer served, how products and services are provided, how executive management responsibilities are assigned, and reflect the manner in which financial information is evaluated by the chief operating decision maker (CODM). The Company’s CODM is comprised of a group of senior executive officers led by the Company’s chief executive officer, chief administrative officer, chief financial officer, and the Bank’s chief executive officer.

Business Segment financial information is produced using an internal reporting system which is based on a series of management estimates for funds transfer pricing (FTP), and allocations of noninterest expense and income taxes. The process for determining FTP is based on a number of factors and assumptions, including prevailing market interest rates, the expected lives of various assets and liabilities, and the Company’s broader funding profile. These estimates and allocations are periodically reviewed and refined. The CODM uses the Business Segment net income in deciding how to allocate resources and assess performance for individual Business Segments, including evaluating the cost or opportunity value of funds within each Business Segment and identifying areas of focus for organic growth or acquisition. For comparability purposes, amounts in all periods are based on methodologies in effect at September 30, 2026. Previously reported results have been reclassified in this filing to conform to the current organizational structure.

The following summaries provide information about the activities of each Business Segment:

Commercial Banking serves the commercial banking and treasury management needs of the Company’s small to middle-market businesses through a variety of products and services. Such services include commercial loans, commercial real estate financing, commercial credit cards, letters of credit, loan syndication services, and consultative services. In addition, the Company’s specialty lending group offers a variety of business solutions including asset-based lending, mezzanine debt and minority equity investments. Treasury management services include depository services, account reconciliation and cash management tools such as, accounts payable and receivable solutions, electronic fund transfer and automated payments, controlled disbursements, lockbox services and remote deposit capture services.

Institutional Bankingis a combination of banking services, fund services, asset management services and healthcare services provided to institutional clients. This segment also provides fixed income sales, trading and underwriting, corporate trust and escrow services, as well as institutional custody. Institutional Banking includes UMB Fund Services, which provides fund administration and accounting, investor services and transfer agency, and other services to mutual funds and alternative investment groups. Healthcare services provides healthcare payment solutions including custodial services for health savings accounts (HSAs) and private label, multipurpose debit cards to insurance carriers, third-party administrators, software companies, employers, and financial institutions.

Personal Banking combines consumer banking and wealth management services offered to clients and delivered through personal relationships and the Company’s bank branches, ATM network and internet banking. Products offered include deposit accounts, retail credit cards, private banking, installment loans, home equity lines of credit, and residential mortgages. The range of client services extends from a basic checking account to estate planning and trust services and includes private banking, brokerage services, and insurance services in addition to a full spectrum of investment advisory, trust, and custody services.

Business Segment Information

Business Segment financial results for thethree and nine months ended September 30, 2026 and September 30, 2025 were as follows (in thousands):

Commercial BankingInstitutional BankingPersonal BankingTotal
Net interest income$375,919$73,716$90,370$540,005
Provision for credit losses27,9465752,47931,000
Noninterest income51,395133,27947,709232,383
Salaries and employee benefits54,89055,52139,439149,850
Processing fees4,22111,2954,46119,977
Bankcard3,0955,9722,28411,351
Amortization of other intangible assets—1,755751,830
Allocated technology, service, overhead90,35037,30745,158172,815
Other segment items*18,05010,82214,76243,634
Noninterest expense170,606122,672106,179399,457
Income before taxes228,76283,74829,421341,931
Income tax expense42,71515,6375,49463,846
Net income$186,047$68,111$23,927$278,085
Average assets$36,752,000$20,026,000$14,037,000$70,815,000

*Other segment items include occupancy, equipment, supplies and services, marketing and business development costs, legal and consulting, and regulatory fees.

Commercial BankingInstitutional BankingPersonal BankingTotal
Net interest income$331,555$60,997$82,490$475,042
Provision for credit losses19,4654602,57522,500
Noninterest income56,089115,37931,830203,298
Salaries and employee benefits52,76349,44939,755141,967
Processing fees3,2079,3134,66417,184
Bankcard2,0196,5332,95411,506
Amortization of other intangible assets—1,8261031,929
Allocated technology, service, overhead115,53033,95559,692209,177
Other segment items*13,5129,53714,47337,522
Noninterest expense187,031110,613121,641419,285
Income (loss) before taxes181,14865,303(9,896)236,555
Income tax expense (benefit)36,94013,317(2,018)48,239
Net income (loss)$144,208$51,986$(7,878)$188,316
Average assets$34,215,000$20,060,000$14,220,000$68,495,000
Commercial BankingInstitutional BankingPersonal BankingTotal
Net interest income$1,103,836$230,053$273,007$1,606,896
Provision for credit losses76,4561,7007,84486,000
Noninterest income149,623384,298148,760682,681
Salaries and employee benefits165,294159,486117,745442,525
Processing fees12,57632,54413,64258,762
Bankcard8,77718,8017,46935,047
Amortization of other intangible assets—5,6992255,924
Allocated technology, service, overhead269,123110,012135,578514,713
Other segment items*49,54131,58841,873123,002
Noninterest expense505,311358,130316,5321,179,973
Income before taxes671,692254,52197,3911,023,604
Income tax expense135,51351,34919,649206,511
Net income$536,179$203,172$77,742$817,093
Average assets$35,699,000$20,896,000$13,962,000$70,557,000
Commercial BankingInstitutional BankingPersonal BankingTotal
Net interest income$928,091$188,487$223,127$1,339,705
Provision for credit losses104,5501,32523,625129,500
Noninterest income136,527327,171127,983591,681
Salaries and employee benefits160,034143,913115,203419,150
Processing fees10,64129,73814,05654,435
Bankcard8,81317,9949,87136,678
Amortization of other intangible assets—5,3873095,696
Allocated technology, service, overhead311,77098,120162,193572,083
Other segment items*39,43327,86341,902109,198
Noninterest expense530,691323,015343,5341,197,240
Income (loss) before taxes429,377191,318(16,049)604,646
Income tax expense (benefit)83,51337,211(3,121)117,603
Net income (loss)$345,864$154,107$(12,928)$487,043
Average assets$32,731,000$19,131,000$13,280,000$65,142,000
  1. Revenue Recognition

The following is a description of the principal activities from which the Company generates revenue that are within the scope of ASC 606, Revenue from Contracts with Customers:

Trust and securities processing – Trust and securities processing income consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and wealth management services, and mutual fund and alternative asset servicing. The performance obligations related to this revenue include items such as performing full bond trustee service administration, investment advisory services, custody and record-keeping services, and fund administrative and accounting services. These fees are part of long-term contractual agreements and the performance obligations are satisfied upon completion of service and fees are generally a fixed flat monthly rate or based on a percentage of the account’s market value per the contract with the customer. These fees are primarily recorded within the Company’s Institutional and Personal Banking segments.

Trading and investment banking – Trading and investment banking income consists of income earned related to the Company’s trading securities portfolio, including futures hedging, dividends, bond underwriting, and other securities incomes. The vast majority of this revenue is recognized in accordance with ASC 320, Investments–Debt Securities, and ASC 321, Investments–Equity Securities, and is out of the scope of ASC 606. A portion of trading and investment banking represents fees earned for management fees, commissions, and underwriting of corporate bond issuances. The performance obligations related to these fees include reviewing the credit worthiness of the customer, ensuring appropriate regulatory approval and participating in due diligence. The fees are fixed per the bond prospectus and the performance obligations are satisfied upon registration approval of the bonds by the applicable regulatory agencies. Revenue is recognized at the point in time upon completion of service and when approval is granted by the regulators.

Service charges on deposits – Service charges on deposit accounts represent monthly analysis fees recognized for the services related to customer deposit accounts, including account maintenance and depository transactions processing fees. Commercial Banking and Institutional Banking depository accounts charge fees in accordance with the customer’s pricing schedule while Personal Banking account holders are generally charged a flat service fee per month. Deposit service charges for the healthcare accounts included in the Institutional Banking segment are priced according to either standard pricing schedules with individual account holders or according to service agreements between the Company and employer groups or third-party administrators. The Company satisfies the performance obligation related to providing depository accounts monthly as transactions are processed and deposit service charge revenue is recorded monthly. These fees are recognized within all Business Segments.

Insurance fees and commissions – Insurance fees and commissions includes all insurance-related fees earned, including commissions for individual life, variable life, group life, health, group health, fixed annuity, and variable annuity insurance contracts. The performance obligations related to these revenues primarily represent the placement of insurance policies with the insurance company partners. The fees are based on the contracts with insurance company partners and the performance obligations are satisfied when the terms of the policy have been agreed to and the insurance policy becomes effective.

Brokerage fees – Brokerage fees represent income earned related to providing brokerage transaction services, including commissions on equity and commodity trades, and fees for investment management, advisory and administration. The performance obligations related to transaction services are executing the specified trade and are priced according to the customer’s fee schedule. Such income is recognized at a point in time as the trade occurs and the performance obligation is fulfilled. The performance obligations related to investment management, advisory and administration include allocating customer assets across a wide range of mutual funds and other investments, on-going account monitoring and re-balancing of the portfolio. These performance obligations are satisfied over time and the related revenue is calculated monthly based on the assets under management of each customer. All material performance obligations are satisfied as of the end of each accounting period.

Bankcard fees – Bankcard fees primarily represent income earned from interchange revenue from MasterCard and Visa for the Company’s processing of debit, credit, HSA, and flexible spending account transactions. Additionally, the Company earns income and incentives related to various referrals of customers to card programs. The performance obligation for interchange revenue is the processing of each transaction through the Company’s access to the banking system. This performance obligation is completed for each individual transaction and income is recognized per transaction in accordance with interchange rates established by MasterCard and Visa. The performance obligations for various referral and incentive programs include either referring customers to certain card products or issuing exclusively branded cards for certain customer segments. The pricing of these incentive and referral programs are in accordance with the agreement with the individual card partner. These performance obligations are completed as the referrals are made or over a period of time when the Company is exclusively issuing branded cards. For the three months ended September 30, 2026 and September 30, 2025, the Company had $12.9 million and $13.1 million of expense, respectively, recorded within the Bankcard fees line on the Company’s Consolidated Statements of Income related to rebates and rewards programs that are outside of the scope of ASC 606. For thenine months ended September 30, 2026 and September 30, 2025, the Company had$38.7 million and $38.6 million of expense, respectively, related to these rebates and rewards programs. All material performance obligations are satisfied as of the end of each accounting period.

Investment securities gains, net – In the regular course of business, the Company recognizes gains and losses on the sale of available-for-sale securities. Additionally, the Company recognizes gains and losses on equity securities with readily determinable fair values and equity securities without readily determinable fair values. These gains and losses are recognized in accordance with ASC 320, Investments–Debt Securities, and ASC 321, Investments–Equity Securities, and are outside of the scope of ASC 606.

Other income –The Company recognizes other miscellaneous income through a variety of other revenue streams, the most material of which include letter of credit fees, certain loan origination fees, gains on the sale of assets, derivative income, and bank-owned and company-owned life insurance income. These revenue streams are outside of the scope of ASC 606 and are recognized in accordance with the applicable U.S. GAAP. The remainder of Other income is primarily earned through transactions with personal banking customers, including wire transfer service charges, stop payment charges, and fees for items like money orders and cashier’s checks. The performance obligations of these types of fees are satisfied as transactions are completed and revenue is recognized upon transaction execution according to established fee schedules with the customers.

The Company had no material contract assets, contract liabilities, or remaining performance obligations as of September 30, 2026. Total receivables from revenue recognized under the scope of ASC 606 were $119.3 million and $116.1 million as of September 30, 2026 and December 31, 2025, respectively. These receivables are included as part of the Other assets line on the Company’s Consolidated Balance Sheets.

The following tables depict the disaggregation of revenue according to revenue stream and Business Segment for thethree and nine months ended September 30, 2026 and September 30, 2025. As stated in Note 8, “Business Segment Reporting,” for comparability purposes, amounts in all periods are based on methodologies in effect at September 30, 2026 and previously reported results have been reclassified in this Form 10-Q to conform to the Company’s current organizational structure.

Disaggregated revenue is as follows(in thousands):

NONINTEREST INCOMECommercial BankingInstitutional BankingPersonal BankingRevenue (Expense) out of Scope of ASC 606Total
Trust and securities processing$819$82,201$21,013$—$104,033
Trading and investment banking—201—5,0685,269
Service charges on deposit accounts17,95510,7912,6912331,460
Insurance fees and commissions——148—148
Brokerage fees10621,8712,204—24,181
Bankcard fees27,1757,4977,651(12,870)29,453
Investment securities gains, net———11,00911,009
Other2,3161,23678022,49826,830
Total Noninterest income$48,371$123,797$34,487$25,728$232,383
NONINTEREST INCOMECommercial BankingInstitutional BankingPersonal BankingRevenue (Expense) out of Scope of ASC 606Total
Trust and securities processing$785$67,201$19,940$—$87,926
Trading and investment banking—121—6,9057,026
Service charges on deposit accounts16,28110,3552,4872729,150
Insurance fees and commissions——307—307
Brokerage fees6917,9852,416—20,470
Bankcard fees27,1277,3858,088(13,039)29,561
Investment securities losses, net———(4,093)(4,093)
Other2,2926531,00828,99832,951
Total Noninterest income$46,554$103,700$34,246$18,798$203,298
NONINTEREST INCOMECommercial BankingInstitutional BankingPersonal BankingRevenue (Expense) out of Scope of ASC 606Total
Trust and securities processing$2,438$232,369$62,188$—$296,995
Trading and investment banking—467—17,85618,323
Service charges on deposit accounts50,67832,2317,5298490,522
Insurance fees and commissions——610—610
Brokerage fees29063,0387,342—70,670
Bankcard fees81,04023,37222,433(38,560)88,285
Investment securities gains, net———41,14241,142
Other6,4852,9422,62964,07876,134
Total Noninterest income$140,931$354,419$102,731$84,600$682,681
NONINTEREST INCOMECommercial BankingInstitutional BankingPersonal BankingRevenue (Expense) out of Scope of ASC 606Total
Trust and securities processing$2,016$192,026$56,928$—$250,970
Trading and investment banking—535—18,57219,107
Service charges on deposit accounts47,06131,3766,93110485,472
Insurance fees and commissions——674—674
Brokerage fees19850,9307,969—59,097
Bankcard fees78,57621,93122,906(38,541)84,872
Investment securities gains, net———28,81028,810
Other5,8332,0302,71152,10562,679
Total Noninterest income$133,684$298,828$98,119$61,050$591,681
  1. Commitments, Contingencies and Guarantees

In the normal course of business, the Company is a party to financial instruments with off-balance-sheet risk in order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, commercial letters of credit, standby letters of credit, and futures contracts. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets. The contractual or notional amount of those instruments reflects the extent of involvement the Company has in particular classes of financial instruments. Many of the commitments expire without being drawn upon; therefore, the total amount of these commitments does not necessarily represent the future cash requirements of the Company.

The Company’s exposure to credit loss in the event of nonperformance by the counterparty to the financial instruments for commitments to extend credit, commercial letters of credit, and standby letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

The following table summarizes the Company’s off-balance sheet financial instruments as described above (in thousands):

Contractual or Notional Amount
September 30,December 31,
20262025
Commitments to extend credit for loans (excluding credit card loans)$20,266,872$17,819,711
Commitments to extend credit under credit card loans5,096,5395,994,640
Commercial letters of credit55217
Standby letters of credit536,073468,384
Forward contracts279,783119,978
Spot foreign exchange contracts43,28134,233
Commitments to extend credit for securities purchased under agreements to resell886,000191,000

Allowance for Credit Losses on Off-Balance Sheet Credit Exposure

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancelable by the Company. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate is based on expected utilization rates by portfolio segment. Utilization rates are influenced by historical trends and current conditions. The expected utilization rates are applied to the total commitment to determine the expected amount to be funded. The allowance for off-balance sheet credit exposure is calculated by applying portfolio segment expected credit loss rates to the expected amount to be funded.

The following categories of off-balance sheet credit exposures have been identified:

Revolving Lines of Credit: includes commercial, construction, agricultural, personal, and home-equity. Risks inherent to revolving lines of credit often are related to the susceptibility of an individual or business experiencing unpredictable cash flow or financial troubles, thus leading to payment default. During these financial troubles, the borrower could have less than desirable assets collateralizing the revolving line of credit. The financial strain the borrower is experiencing could lead to drawing against the line without the ability to pay the line down.

Non-Revolving Lines of Credit: includes commercial and personal. Lines that do not carry a revolving feature are generally associated with a specific expenditure or project, such as to purchase equipment or the construction of real estate. The predominate risk associated with non-revolving lines is the diversion of funds for other expenditures. If the funds get diverted, the contributory value to collateral suffers.

Letters of Credit: includes standby letters of credit. Generally, a standby letter of credit is established to provide assurance to the beneficiary that the applicant will perform certain obligations arising out of a separate transaction between the beneficiary and the applicant. These obligations might be the performance of a service or delivery of a product. If the obligations are not met, it gives the beneficiary, the right to draw on the letter of credit.

The ACL for off-balance sheet credit exposures was $7.7 million and $5.7 million at September 30, 2026 and December 31, 2025, respectively, and was recorded in the Accrued expenses and taxes line of the Company’s Consolidated Balance Sheets. There was $2.0 millionof provision for off-balance sheet credit exposures recorded forthe three months ended September 30, 2026. There was a reduction of $0.5 million of provision for off-balance sheet credit exposures recorded for thethree months ended September 30, 2025. For the nine months ended September 30, 2026, there was$2.0 million of provision recorded for off-balance sheet credit exposures. As part of the acquisition of HTLF, the Company recorded an ACL of $3.6 million related to acquired off-balance sheet credit exposures. For thenine months ended September 30, 2025, there wasno provision recorded for off-balance sheet credit exposures. Provision for off-balance sheet credit exposures is recorded in the Provision for credit losses line of the Company’s Consolidated Statements of Income.

  1. Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loans and borrowings. The Company also has interest rate and commodity derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk of the Company’s assets or liabilities. The Company has entered into an offsetting position for each of these derivative instruments with a matching instrument from another financial institution in order to minimize its net risk exposure resulting from such transactions.

Fair Values of Derivative Instruments on the Consolidated Balance Sheets

The table below presents the fair value of the Company’s derivative financial instruments as of 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 Balance Sheets.

Derivative fair values are determined using valuation techniques including discounted cash flow analysis on the expected cash flows from each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

This table provides a summary of the fair value of the Company’s derivative assets and liabilities as of September 30, 2026 and December 31, 2025 (in thousands):

Derivative AssetsDerivative Liabilities
September 30,December 31,September 30,December 31,
Fair Value2026202520262025
Interest Rate Derivatives:
Derivatives not designated as hedging instruments$196,139$126,423$200,534$130,122
Derivatives designated as hedging instruments45,289148,5506636
Total interest rate derivatives241,428274,973200,600130,158
Commodity Derivatives:
Derivatives not designated as hedging instruments43,9906,35643,5826,294
Total commodity derivatives43,9906,35643,5826,294
Total$285,418$281,329$244,182$136,452

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate assets and liabilities due to changes in interest rates. Interest rate swaps designated as fair value hedges involve making fixed rate payments to a counterparty in exchange for the Company receiving variable rate payments over the life of the agreements without the exchange of the underlying notional amount. As of both September 30, 2026 and December 31, 2025, the Company didnot have any interest rate swaps that were designated as fair value hedges of interest rate risk.

During 2022 and 2023, the Company terminated 10 fair value hedges of interest rate risk associated with the Company's municipal bond securities. For the three months ended September 30, 2026 and 2025 the Company reclassified $1.2 million and $1.3 million, respectively, from AOCI to Interest income in connection with these terminated hedges. For thenine months ended September 30, 2026 and 2025 the Company reclassified $4.1 million and $3.7 million, respectively, from AOCI to Interest income in connection with these terminated hedges. The unrealized gain on the terminated fair value hedges remaining in AOCI was $43.4 million net of tax, and $46.7 million net of tax, as of September 30, 2026 and December 31, 2025, respectively. The hedging adjustments will be amortized through the contractual maturity date of each respective hedged item.

For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in Interest income in the Consolidated Statements of Income.

Cash Flow Hedges of Interest Rate Risk

The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps, floors, and floor spreads as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. As of September 30, 2026 and December 31, 2025, the Company hadtwo interest rate swaps that were designated as cash flow hedges of interest rate risk associated with the Company’s variable-rate subordinated debentures issued by Marquette Capital Trusts III and IV. These swaps had an aggregate notional amount of $51.5 million at both September 30, 2026 and December 31, 2025.

Interest rate floors designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in exchange for an upfront premium. Interest rate floor spreads designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the purchased floor rate on the contract in exchange for an upfront premium, and involve payment of variable-rate amounts to the counterparty if interest rates fall below the sold floor rate on the contract. As of both September 30, 2026 and December 31, 2025, the Company had 13 interest rate floors and floor spreads with an aggregate notional amount of $3.0 billion that were designated as cash flow hedges of interest rate risk.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and is subsequently reclassified into interest expense and interest income in the period during which the hedged forecasted transaction affects earnings. Amounts reported in AOCI related to interest rate swap derivatives will be reclassified to Interest expense as interest payments are received or paid on the Company’s hedged items. Amounts reported in AOCI related to interest rate floor and floor spread derivatives will be reclassified to Interest income as interest payments are received or paid on the Company’s hedged items. The Company expects to reclassify $1.0 million from AOCI as a reduction to Interest expense and $25.5 million from AOCI as a reduction to Interest income during the next 12 months. As of September 30, 2026, the Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 10.0 years.

Non-designated Hedges

The remainder of the Company’s derivatives are not designated in qualifying hedging relationships. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers.

Interest Rate Derivatives

The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously offset by interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. The changes in the fair value of both the customer swaps and the offsetting swaps are recognized in Other noninterest income in the Consolidated Statements of Income. As of September 30, 2026, the Company had 866 interest rate swaps with an aggregate notional amount of $12.9 billion related to this program. As of December 31, 2025, the Company had 830 interest rate swaps with an aggregate notional amount of $11.7 billion related to this program.

Commodity Derivatives

The Company executes commodity swap and option contracts with commercial banking customers to facilitate their respective risk management strategies. The Company simultaneously enters into an offsetting contract with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the commodity swaps and option contracts associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. The changes in the fair value of both the customer swaps and the offsetting swaps are recognized in Other noninterest income in the Consolidated Statements of Income. As of September 30, 2026, the Company had 444 commodity swaps and option contracts with an aggregate remaining volume of 10.5 million oil barrels and 69.9 million British Thermal Units related to this program. As of December 31, 2025, the Company had 26 commodity swaps and option contracts with an aggregate remaining volume of 2.1 million oil barrels and 3.6 million British Thermal Units.

Effect of Derivative Instruments on the Consolidated Statements of Income and Accumulated Other Comprehensive Income

This table provides a summary of the amount of gain or loss recognized in Other noninterest income in the Consolidated Statements of Income related to the Company’s derivative assets and liabilities for thethree and nine months ended September 30, 2026 and September 30, 2025(in thousands):

Amount of Gain (Loss) Recognized
For the Three Months EndedFor the Nine Months Ended
September 30,September 30,September 30,September 30,
2026202520262025
Interest Rate Derivatives
Derivatives not designated as hedging instruments$142$45$178$(137)
Total$142$45$178$(137)
Commodity Derivatives
Derivatives not designated as hedging instruments$186$82$433$82
Total$186$82$433$82

These tables provide a summary of the effect of hedges on AOCI in the Consolidated Statements of Comprehensive Income related to the Company’s derivative assets and liabilities for thethree and nine months ended September 30, 2026 and September 30, 2025(in thousands):

Derivatives in Cash Flow Hedging Relationships(Loss) Gain Recognized in OCI on Derivative(Loss) Gain Recognized in OCI Included ComponentGain Recognized in OCI Excluded Component(Loss) Gain Reclassified from AOCI into Earnings(Loss) Gain Reclassified from AOCI into Earnings Included ComponentLoss Reclassified from AOCI into Earnings Excluded Component
Interest rate floors and floor spreads$(37,510)$(53,883)$16,373$(1,101)$(511)$(590)
Interest rate swaps3,2163,216—160160—
Total$(34,294)$(50,667)$16,373$(941)$(351)$(590)
Derivatives in Cash Flow Hedging Relationships(Loss) Gain Recognized in OCI on Derivative(Loss) Gain Recognized in OCI Included ComponentGain Recognized in OCI Excluded Component(Loss) Gain Reclassified from AOCI into Earnings(Loss) Gain Reclassified from AOCI into Earnings Included ComponentLoss Reclassified from AOCI into Earnings Excluded Component
Interest rate floors and floor spreads$(553)$(599)$46$(4,931)$(4,340)$(591)
Interest rate swaps173173—495495—
Total$(380)$(426)$46$(4,436)$(3,845)$(591)
Derivatives in Cash Flow Hedging Relationships(Loss) Gain Recognized in OCI on Derivative(Loss) Gain Recognized in OCI Included ComponentGain Recognized in OCI Excluded Component(Loss) Gain Reclassified from AOCI into Earnings(Loss) Gain Reclassified from AOCI into Earnings Included ComponentLoss Reclassified from AOCI into Earnings Excluded Component
Interest rate floors and floor spreads$(77,027)$(105,333)$28,306$(3,091)$(1,339)$(1,752)
Interest rate swaps3,9873,987—467467—
Total$(73,040)$(101,346)$28,306$(2,624)$(872)$(1,752)
Derivatives in Cash Flow Hedging RelationshipsGain (Loss) Recognized in OCI on DerivativeGain (Loss) Recognized in OCI Included ComponentLoss Recognized in OCI Excluded Component(Loss) Gain Reclassified from AOCI into Earnings(Loss) Gain Reclassified from AOCI into Earnings Included ComponentLoss Reclassified from AOCI into Earnings Excluded Component
Interest rate floors and floor spreads$37,639$68,068$(30,429)$(9,788)$(8,035)$(1,753)
Interest rate swaps(987)(987)—982982—
Total$36,652$67,081$(30,429)$(8,806)$(7,053)$(1,753)

Credit-risk-related Contingent Features

The Company has agreements with certain of its derivative counterparties that contain a provision that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

As of September 30, 2026, the termination value of derivatives in a net liability position, which includes accrued interest, related to these agreements was $13.8 million. The Company has minimum collateral posting thresholds with certain of its derivative counterparties. At September 30, 2026, the Company had posted $13.1 million ofcollateral. If the Company had breached any of these provisions at September 30, 2026, it could have been required to settle its obligations under the agreements at the termination value.

  1. Fair Value Measurements

The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2026, and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.

Fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets and liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy. In such cases, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Assets and liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 (in thousands):

DescriptionSeptember 30, 2026Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Assets
U.S. Treasury$6,334$6,334$—$—
U.S. Agencies30,276—30,276—
Mortgage-backed3,232—3,232—
State and political subdivisions1,317—1,317—
Corporates8,3588,358——
Trading – other264264——
Trading securities49,78114,95634,825—
U.S. Treasury2,193,8192,193,819——
U.S. Agencies48,353—48,353—
Mortgage-backed8,025,806—8,025,806—
State and political subdivisions2,140,930—2,140,930—
Corporates49,42849,428——
Collateralized loan obligations549,972—549,972—
Available-for-sale securities13,008,3082,243,24710,765,061—
Equity securities with readily determinable fair values14,53714,537——
Derivatives285,418—285,418—
Total$13,358,044$2,272,740$11,085,304$—
Liabilities
Derivatives$244,182$—$244,182$—
Securities sold not yet purchased17,464—17,464—
Total$261,646$—$261,646$—
DescriptionDecember 31, 2025Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Assets
U.S. Treasury$2,636$2,636$—$—
U.S. Agencies13,489—13,489—
State and political subdivisions3,697—3,697—
Corporates2,1922,192——
Trading – other317317——
Trading securities22,3315,14517,186—
U.S. Treasury2,320,8152,320,815——
U.S. Agencies62,370—62,370—
Mortgage-backed8,167,873—8,167,873—
State and political subdivisions2,446,588—2,446,588—
Corporates177,115177,115——
Collateralized loan obligations534,380—534,380—
Available for sale securities13,709,1412,497,93011,211,211—
Equity securities with readily determinable fair values14,69014,690——
Derivatives281,329—281,329—
Total$14,027,491$2,517,765$11,509,726$—
Liabilities
Derivatives$136,452$—$136,452$—
Securities sold not yet purchased4,052—4,052—
Total$140,504$—$140,504$—

Valuation methods for instruments measured at fair value on a recurring basis

The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a recurring basis:

Trading Securities Fair values for trading securities (including financial futures), are based on quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices for similar securities.

Securities Available for Sale Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Prices are provided by third-party pricing services and are based on observable market inputs. On an annual basis, the Company compares a sample of these prices to other independent sources for the same securities. Additionally, throughout the year, if securities are sold, comparisons are made between the pricing services prices and the market prices at which the securities were sold. Variances are analyzed, and, if appropriate, additional research is conducted with the third-party pricing services. Based on this research, the pricing services may affirm or revise their quoted price. No significant adjustments have been made to the prices provided by the pricing services. The pricing services also provide documentation on an ongoing basis that includes reference data, inputs and methodology by asset class, which is reviewed to ensure that security placement within the fair value hierarchy is appropriate.

Equity securities with readily determinable fair values Fair values are based on quoted market prices.

Derivatives Fair values are determined using valuation techniques including discounted cash flow analysis on the expected cash flows from each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Securities sold not yet purchased Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Prices are provided by third-party pricing services and are based on observable market inputs.

Assets measured at fair value on a non-recurring basis as of September 30, 2026 and December 31, 2025 (in thousands):

Fair Value Measurement at September 30, 2026 Using
DescriptionSeptember 30, 2026Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total Losses Recognized During the Nine Months Ended September 30
Collateral dependent assets$46,096$—$—$46,096$(2,266)
Other real estate owned1,656——1,656(173)
Total$47,752$—$—$47,752$(2,439)
Fair Value Measurement at December 31, 2025 Using
DescriptionDecember 31, 2025Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total (Losses) Gains Recognized During the Twelve Months Ended December 31
Collateral dependent assets$70,012$—$—$70,012$(29,420)
Other real estate owned3,009——3,009178
Total$73,021$—$—$73,021$(29,242)

Valuation methods for instruments measured at fair value on a non-recurring basis

The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a non-recurring basis:

Collateral Dependent Assets Collateral dependent assets are assets evaluated as part of the ACL on an individual basis. Those assets for which there is an associated allowance are considered financial assets measured at fair value on a non-recurring basis. Adjustments are recorded on certain assets to reflect write-downs that are based on the external appraised value of the underlying collateral. The external appraisals are generally based on recent sales of comparable properties which are then adjusted for the unique characteristics of the property being valued. In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists within the Company’s property management group and the Company’s credit department. The valuation of collateral dependent assets are reviewed on a quarterly basis. Because many of these inputs are not observable, the measurements are classified as Level 3.

Other real estate owned Other real estate owned consists of loan collateral which has been repossessed through foreclosure. This collateral is comprised of commercial and residential real estate and other non-real estate property, including auto, recreational and marine vehicles. Other real estate owned is recorded as held for sale initially at the fair value of the collateral less estimated selling costs. The initial valuation of the foreclosed property is obtained through an appraisal process similar to the process described in the collateral dependent assets paragraph above. Subsequent to foreclosure, valuations are reviewed quarterly and updated periodically, and the assets may be marked down further, reflecting a new cost basis. Fair value measurements may be based upon appraisals, third-party price opinions, or internally developed pricing methods and those measurements are classified as Level 3.

Fair value disclosures require disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis.

The estimated fair value of the Company’s financial instruments at September 30, 2026 and December 31, 2025 are as follows (in thousands):

Fair Value Measurement at September 30, 2026 Using
Carrying AmountQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)SignificantUnobservableInputs(Level 3)TotalEstimatedFair Value
FINANCIAL ASSETS
Cash and short-term investments$5,963,218$5,012,009$951,209$—$5,963,218
Securities available for sale13,008,3082,243,24710,765,061—13,008,308
Securities held to maturity (exclusive of allowance for credit losses)5,706,307—4,900,084—4,900,084
Trading securities49,78114,95634,825—49,781
Other securities750,29214,537735,755—750,292
Loans (exclusive of allowance for credit losses)42,533,399—41,859,248—41,859,248
Derivatives285,418—285,418—285,418
FINANCIAL LIABILITIES
Time deposits3,415,288—3,437,195—3,437,195
Other borrowings3,237,31152,4793,184,832—3,237,311
Long-term debt333,111—361,749—361,749
Derivatives244,182—244,182—244,182
OFF-BALANCE SHEET ARRANGEMENTS
Commitments to extend credit for loans14,412
Commitments to extend resell agreements1,068
Commercial letters of credit38
Standby letters of credit4,657
Fair Value Measurement at December 31, 2025 Using
Carrying AmountQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)SignificantUnobservableInputs(Level 3)TotalEstimatedFair Value
FINANCIAL ASSETS
Cash and short-term investments$9,441,175$7,893,082$1,548,093$—$9,441,175
Securities available for sale13,709,1412,497,93011,211,211—13,709,141
Securities held to maturity (exclusive of allowance for credit losses)5,724,227—5,250,465—5,250,465
Trading securities22,3315,14517,186—22,331
Other securities676,30014,690661,610—676,300
Loans (exclusive of allowance for credit losses)38,781,438—39,041,201—39,041,201
Derivatives281,329—281,329—281,329
FINANCIAL LIABILITIES
Time deposits3,760,862—3,760,862—3,760,862
Other borrowings3,324,93832,1333,292,805—3,324,938
Long-term debt474,229—523,545—523,545
Derivatives136,452—136,452—136,452
OFF-BALANCE SHEET ARRANGEMENTS
Commitments to extend credit for loans14,972
Commitments to extend resell agreements106
Commercial letters of credit130
Standby letters of credit4,483

Cash and short-term investments The carrying amounts of cash and due from banks, federal funds sold and resell agreements are reasonable estimates of their fair values.

Securities held to maturity For U.S. Treasury and mortgage-backed securities, as well as general obligation bonds in the State and political subdivision portfolio, fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Prices are provided by third-party pricing services and are based on observable market inputs. On an annual basis, the Company compares a sample of these prices to other independent sources for the same securities. Variances are analyzed, and, if appropriate, additional research is conducted with the third-party pricing services. Based on this research, the pricing services may affirm or revise their quoted price. No significant adjustments have been made to the prices provided by the pricing services. The pricing services also provide documentation on an ongoing basis that includes reference data, inputs and methodology by asset class, which is reviewed to ensure that security placement within the fair value hierarchy is appropriate. For private placement bonds in the State and political subdivision portfolio, fair values are estimated by discounting the future cash flows using current market rates.

Other securities Amount consists of FRB and FHLB stock held by the Company, equity securities with readily determinable fair values, and equity securities without readily determinable fair values, including equity-method investments and other miscellaneous investments. The carrying amount of the FRB and FHLB stock equals its fair value because the shares can only be redeemed by the FRB and FHLB at their carrying amount. Equity securities with readily determinable fair values are measured at fair value using quoted market prices. Equity securities without readily determinable fair values are carried at cost, which approximates fair value, or using the equity method.

Loans Fair values are estimated for portfolios with similar financial characteristics. Loans are segregated by type, such as commercial, real estate, consumer, and credit card. Each loan category is further segmented into fixed and variable interest rate categories. The fair value of loans is estimated by discounting the future cash flows. The discount rates used are estimated using comparable market rates for similar types of instruments adjusted to be commensurate with the credit risk, overhead costs, and optionality of such instruments.

Time deposits The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates that are currently offered for deposits of similar remaining maturities.

Other borrowings The carrying amounts of federal funds purchased, repurchase agreements and other short-term debt are reasonable estimates of their fair value because of the short-term nature of their maturities. Federal funds purchased are classified as Level 1 based on availability of quoted market prices and repurchase agreements and other short-term debt are classified as Level 2.

Long-term debt Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.

Other off-balance sheet instruments The fair value of loan commitments and letters of credit are determined based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and the present creditworthiness of the counterparties. Neither the fees earned during the year on these instruments nor their fair value at period-end are significant to the Company’s consolidated financial position.

  1. Acquisition

On January 31, 2025 (Acquisition Date), the Company acquired all of the outstanding stock of Heartland Financial USA, Inc., a Delaware corporation (HTLF), in an all-stock transaction, issuing a total of 23.6 million shares of the Company’s common stock and 4.6 million depositary shares, each representing a 1/400th interest in a share of the Company’s 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (the Series A preferred stock). Pursuant to the Agreement and Plan of Merger, dated as of April 28, 2024, (i) HTLF merged with and into the Company, with the Company continuing as the surviving corporation and (ii) one day after the closing date of the acquisition of HTLF by the Company, HTLF’s wholly owned bank subsidiary, a Colorado-chartered bank (HTLF Bank), merged with and into UMB Bank, National Association, the Company’s national bank subsidiary (the Bank), with the Bank continuing as the surviving bank.

Total consideration for the acquisition was $2.9 billion, consisting of the Company’s common stock valued at $2.8 billion (based on the Company’s common stock price of $117.90) and the Company’s Series A preferred stock valued at $115.2 million (based on the Company’s Series A preferred stock price of $25.05) as of close of business on the Acquisition Date. Each HTLF common stock share was converted into 0.55 shares of the Company’s common stock. Each HTLF preferred stock share was converted into a share of the Company’s Series A preferred stock.

The acquisition of HTLF was accounted for as a business combination using the purchase method of accounting in accordance with FASB ASC Topic 805, Business Combinations. Accordingly, the purchase price was allocated based on the estimated fair market values of the assets and liabilities acquired.

The following table summarizes the net assets acquired (at fair value) and consideration transferred for HTLF as of January 31, 2025(in thousands, except for per share data):

Assets
Loans, net of allowance for credit losses on loans$9,734,711
Investment securities3,648,445
Interest-bearing due from banks965,003
Cash and due from banks174,985
Premises and equipment, net174,579
Identifiable intangible assets511,021
Other assets906,712
Total assets acquired$16,115,456
Liabilities
Noninterest-bearing deposits$3,761,997
Interest-bearing deposits10,586,989
Long-term debt278,018
Other liabilities199,532
Total liabilities assumed$14,826,536
Net identifiable assets acquired$1,288,920
Goodwill1,630,209
Net assets acquired$2,919,129
Consideration
Common stock consideration:
Company's common shares issued23,609
Purchase price per share of the Company's common stock$117.90
Fair value of common stock consideration$2,783,510
Preferred stock consideration115,230
Stock-based compensation consideration20,389
Fair value of total consideration transferred$2,919,129

The Company finalized its review of the fair value of the acquired assets and liabilities noted in the table above as of January 31, 2026. After December 31, 2025 but before the end of the preliminary measurement period, the Company recorded an adjustment of $2.2 million to the valuation allowance against certain state deferred tax assets.

The amount of goodwill arising from the acquisition reflects the Company’s increased market share and related synergies that are expected to result from combining the operations of UMB and HTLF. In accordance with ASC 350, Intangibles-Goodwill and Other, goodwill will not be amortized, but will be subject to at least an annual impairment test. The Company has approximately $44.0 million of tax-deductible goodwill that arose in previous transactions completed by HTLF which carries over. The remaining goodwill related to the acquisition is not expected to be deductible for tax purposes. Of the $1.6 billion in goodwill arising from the acquisition, $978.1 million was assigned to the Commercial Banking segment and $652.1 million was assigned to the Personal Banking segment. The fair value of the acquired identifiable intangible assets of $511.0 million is comprised of a core deposit intangible of $474.1 million, a customer list of $26.0 million and purchased credit card relationships of $10.9 million.

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above.

Loans A valuation of the loans was performed by a third party as of the Acquisition Date to assess the fair value. The fair value of loans was based on a discounted cash flow methodology that considered the loans’ underlying characteristics including account type, remaining terms of loan, annual interest rates or coupon, fixed or variable interest rate, past delinquencies, risk rating, timing of principal and interest payments, current market rates, loan to value ratios, loss exposure, more specifically the probability of default and loss given default, and remaining balance. Loans were aggregated according to similar characteristics when applying the valuation method.

The Company's accounting methods for acquired Non-PCD and PCD loans are discussed in Note 2, "Summary of Significant Accounting Policies". At the Acquisition Date, the fair value of Non-PCD loans was $6.7 billion, compared to the unpaid principal balance of $7.1 billion.

The following table presents the unpaid principal balance and fair value of the loans acquired in the HTLF acquisition as of the Acquisition Date(in thousands):

Unpaid Principal BalanceFair Value
Non-PCD loans$7,067,238$6,688,190
PCD loans3,237,3323,046,521
Total loans$10,304,570$9,734,711

At the Acquisition Date, of the $9.7 billion of loans acquired from HTLF, $3.0 billion were accounted for as PCD loans.

The following table provides a summary of PCD loans purchased as part of the HTLF acquisition as of the Acquisition Date (in thousands):

Principal of PCD loans acquired$3,237,332
PCD ACL at acquisition(85,299)
Non-credit discount on PCD loans(105,512)
Fair value of PCD Loans$3,046,521

Investment securities The portion of the investment securities portfolio that was classified as available-for-sale was valued utilizing third-party pricing services for those securities retained and valued using the actual sales prices for those securities that were sold shortly after the close of the acquisition. The portion of the investment securities portfolio that was classified as held-to-maturity as of the Acquisition Date were priced by a third party using a discounted cash flow methodology similar to the methodology described above for the valuation of loans.

Interest-bearing due from banks and Cash and due from banks The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Core deposit intangible Core deposit intangibles represent the value of relationships with deposit clients and the cost savings derived from available core deposits relative to an alternative funding source. The fair value of the core deposit intangible was estimated using a net cost savings method, a variation of the income approach. This approach considers expected client attrition rates, average life and balance inflation, alternative cost of funds, the interest cost and net maintenance cost associated with the client deposit base, and a discount rate used to discount the future economic benefits of the core deposit intangible asset to present value.

Deposits The fair value for demand and savings deposits is the amount payable on demand at the Acquisition Date. The fair value for time deposits was valued by a third party using a discounted cash flow calculation that applied interest rates currently being offered to the contractual interest rates on such time deposits.

Long-term debt The fair value of long-term debt instruments was valued by a third party based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments.

The Company assumed long-term debt obligations with an aggregate balance of $159.8 million and an aggregate fair value of $139.3 million as of the Acquisition Date payable to fifteen unconsolidated trusts that have issued trust preferred securities. The interest rates on the acquired trust preferred securities ranged from 5.89% to 8.21% as of the Acquisition Date and reset quarterly. The acquired trust preferred securities have maturity dates ranging from September 2032 to September 2037.

The Company assumed $150.0 million in aggregate subordinated notes due September 2031. The subordinated notes had a fixed interest rate of 2.75% until September 2026, at which time the interest rate will reset quarterly. The subordinated notes had an acquired fair value of $138.8 million as of January 31, 2025.

The results of HTLF are included in the results of the Company subsequent to the Acquisition Date. Transaction costs incurred after the Acquisition Date totaled $140.1 million, primarily in Salaries and employee benefits and Legal and consulting in the Consolidated Statements of Income, as well as $62.0 million in Provision expense to establish an ACL on the HTLF loans designated as non-PCD as of the Acquisition Date (Day 1 Provision expense). Additional transaction and integration costs will be expensed in future periods as incurred.

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