COMMERCE BANCSHARES INC /MO/ 10-Q

Item 1. FINANCIAL STATEMENTS Commerce Bancshares, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS March 31, 2025 December 31, 2024 (Unaudited) (In thousands) ASSETS Loans $ 17,379,421 $ 17,220,103 Allowance for credit losses on loans ( 167,031 ) ( 162,742 ) Net loans 17,212,390 17,057,361 Loans held for sale (including $ 2,702,000 and $ 2,981,000 of residential mortgage loans carried at fair value at March 31, 2025 and December 31, 2024, respectively) 2,890 3,242 Investment securities: Available for sale debt, at fair value (amortized cost of $ 10,097,801,000 and $ 10,127,426,000 at March 31, 2025 and December 31, 2024, respectively, and allowance for credit losses of $ — at both March 31, 2025 and December 31, 2024) 9,264,947 9,136,853 Trading debt 56,569 38,034 Equity 58,182 57,442 Other 221,370 230,051 Total investment securities 9,601,068 9,462,380 Federal funds sold — 3,000 Securities purchased under agreements to resell 850,000 625,000 Interest earning deposits with banks 2,756,521 2,624,553 Cash and due from banks 517,332 748,357 Premises and equipment – net 476,921 475,275 Goodwill 146,539 146,539 Other intangible assets – net 13,441 13,632 Other assets 787,862 837,288 Total assets $ 32,364,964 $ 31,996,627 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing $ 7,518,243 $ 8,150,669 Savings, interest checking and money market 15,975,283 14,754,571 Certificates of deposit of less than $100,000 985,878 996,721 Certificates of deposit of $100,000 and over 1,362,393 1,391,683 Total deposits 25,841,797 25,293,644 Federal funds purchased and securities sold under agreements to repurchase 2,400,036 2,926,758 Other borrowings 17,743 56 Other liabilities 606,986 443,694 Total liabilities 28,866,562 28,664,152 Commerce Bancshares, Inc. stockholders’ equity: Common stock, $ 5 par value Authorized 190,000,000 ; issued 135,210,812 shares at both March 31, 2025 and December 31, 2024 676,054 676,054 Capital surplus 3,381,960 3,395,645 Retained earnings 140,220 45,494 Treasury stock of 1,353,720 shares at March 31, 2025 and 784,203 shares at December 31, 2024, at cost ( 85,871 ) ( 48,401 ) Accumulated other comprehensive income (loss) ( 634,576 ) ( 758,911 ) Total Commerce Bancshares, Inc. stockholders' equity 3,477,787 3,309,881 Non-controlling interest 20,615 22,594 Total equity 3,498,402 3,332,475 Total liabilities and equity $ 32,364,964 $ 31,996,627 See accompanying notes to consolidated financial statements. 3 Table of Contents Commerce Bancshares, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF INCOME For the Three Months Ended March 31 (In thousands, except per share data) 2025 2024 (Unaudited) INTEREST INCOME Interest and fees on loans $ 254,194 $ 264,677 Interest and fees on loans held for sale 23 40 Interest on investment securities 76,452 65,928 Interest on federal funds sold 29 10 Interest on securities purchased under agreements to resell 7,418 1,634 Interest on deposits with banks 26,249 26,432 Total interest income 364,365 358,721 INTEREST EXPENSE Interest on deposits: Savings, interest checking and money market 52,403 55,580 Certificates of deposit of less than $100,000 8,932 10,191 Certificates of deposit of $100,000 and over 13,319 18,096 Interest on federal funds purchased 1,384 4,419 Interest on securities sold under agreements to repurchase 19,224 21,438 Interest on other borrowings 1 ( 2 ) Total interest expense 95,263 109,722 Net interest income 269,102 248,999 Provision for credit losses 14,487 4,787 Net interest income after credit losses 254,615 244,212 NON-INTEREST INCOME Trust fees 56,592 51,105 Bank card transaction fees 45,593 46,930 Deposit account charges and other fees 26,622 24,151 Capital market fees 5,112 3,892 Consumer brokerage services 4,785 4,408 Loan fees and sales 3,404 3,141 Other 16,841 15,221 Total non-interest income 158,949 148,848 INVESTMENT SECURITIES GAINS (LOSSES), NET ( 7,591 ) ( 259 ) NON-INTEREST EXPENSE Salaries and employee benefits 153,078 151,801 Data processing and software 32,238 31,153 Net occupancy 14,020 13,574 Professional and other services 10,026 8,648 Marketing 5,843 4,036 Equipment 5,248 5,010 Supplies and communication 5,046 4,744 Deposit insurance 3,744 8,017 Other 9,133 18,714 Total non-interest expense 238,376 245,697 Income before income taxes 167,597 147,104 Less income taxes 36,964 31,652 Net income 130,633 115,452 Less non-controlling interest expense (income) ( 959 ) 2,789 Net income attributable to Commerce Bancshares, Inc. $ 131,592 $ 112,663 Net income per common share — basic $ .98 $ .82 Net income per common share — diluted $ .98 $ .82 See accompanying notes to consolidated financial statements. 4 Table of Contents Commerce Bancshares, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Three Months Ended March 31 (In thousands) 2025 2024 (Unaudited) Net income $ 130,633 $ 115,452 Other comprehensive income (loss), net of tax: Net unrealized gains (losses) on available for sale debt securities 118,288 ( 20,401 ) Change in pension loss 172 176 Unrealized gains (losses) on cash flow hedge derivatives 5,875 ( 19,390 ) Other comprehensive income (loss), net of tax 124,335 ( 39,615 ) Comprehensive income (loss) 254,968 75,837 Less non-controlling interest (income) expense ( 959 ) 2,789 Comprehensive income (loss) attributable to Commerce Bancshares, Inc. $ 255,927 $ 73,048 See accompanying notes to consolidated financial statements. 5 Table of Contents Commerce Bancshares, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Three Months Ended March 31, 2025 and 2024 Commerce Bancshares, Inc. Shareholders (In thousands, except per share data) Common Stock Capital Surplus Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Non-Controlling Interest Total (Unaudited) Balance December 31, 2024 $ 676,054 $ 3,395,645 $ 45,494 $ ( 48,401 ) $ ( 758,911 ) $ 22,594 $ 3,332,475 Net income 131,592 ( 959 ) 130,633 Other comprehensive income (loss) 124,335 124,335 Distributions to non-controlling interest ( 1,020 ) ( 1,020 ) Purchases of treasury stock ( 55,579 ) ( 55,579 ) Issuance under stock purchase and equity compensation plans ( 18,111 ) 18,109 ( 2 ) Stock-based compensation 4,426 4,426 Cash dividends paid on common stock ($ 0.275 per share) ( 36,866 ) ( 36,866 ) Balance March 31, 2025 $ 676,054 $ 3,381,960 $ 140,220 $ ( 85,871 ) $ ( 634,576 ) $ 20,615 $ 3,498,402 Balance December 31, 2023 $ 655,322 $ 3,162,622 $ 53,183 $ ( 35,599 ) $ ( 891,412 ) $ 20,114 $ 2,964,230 Net Income 112,663 2,789 115,452 Other comprehensive income (loss) ( 39,615 ) ( 39,615 ) Distributions to non-controlling interest ( 2,990 ) ( 2,990 ) Purchases of treasury stock ( 42,314 ) ( 42,314 ) Issuance under stock purchase and equity compensation plans ( 18,239 ) 18,239 — Stock-based compensation 4,266 4,266 Cash dividends paid on common stock ($ .257 per share) ( 35,140 ) ( 35,140 ) Balance March 31, 2024 $ 655,322 $ 3,148,649 $ 130,706 $ ( 59,674 ) $ ( 931,027 ) $ 19,913 $ 2,963,889 See accompanying notes to consolidated financial statements. 6 Table of Contents Commerce Bancshares, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Months Ended March 31 (In thousands) 2025 2024 (Unaudited) OPERATING ACTIVITIES: Net income $ 130,633 $ 115,452 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 14,487 4,787 Provision for depreciation and amortization 13,721 13,269 Amortization of investment security premiums, net ( 3,724 ) 3,905 Investment securities (gains) losses, net (A) 7,591 259 Net (gains) losses on sales of loans held for sale ( 515 ) ( 328 ) Originations of loans held for sale ( 22,626 ) ( 15,914 ) Proceeds from sales of loans held for sale 23,357 18,007 Net (increase) decrease in trading debt securities, excluding unsettled transactions ( 21,277 ) ( 40,529 ) Stock-based compensation 4,426 4,266 (Increase) decrease in interest receivable 5,149 561 Increase (decrease) in interest payable 5,432 ( 286 ) Increase (decrease) in income taxes payable 35,134 28,750 Other changes, net ( 53,184 ) 3,277 Net cash provided by (used in) operating activities 138,604 135,476 INVESTING ACTIVITIES: Proceeds from sales of investment securities (A) 6,757 10,250 Proceeds from maturities/pay downs of investment securities (A) 542,456 571,764 Purchases of investment securities (A) ( 514,579 ) ( 155,475 ) Net (increase) decrease in loans ( 170,573 ) ( 102,295 ) Securities purchased under agreements to resell ( 350,000 ) ( 100,000 ) Repayments of securities purchased under agreements to resell 125,000 325,000 Purchases of premises and equipment ( 12,586 ) ( 10,998 ) Sales of premises and equipment 100 2,671 Net cash provided by (used in) investing activities ( 373,425 ) 540,917 FINANCING ACTIVITIES: Net increase (decrease) in non-interest bearing, savings, interest checking and money market deposits 774,974 ( 571,329 ) Net increase (decrease) in certificates of deposit ( 40,133 ) ( 412,170 ) Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase ( 526,722 ) ( 403,239 ) Net increase (decrease) in other borrowings 17,687 955 Purchases of treasury stock ( 55,184 ) ( 42,028 ) Cash dividends paid on common stock and distributions to non-controlling interest ( 37,886 ) ( 35,140 ) Other, net ( 2 ) — Net cash provided by (used in) financing activities 132,734 ( 1,462,951 ) Increase (decrease) in cash, cash equivalents and restricted cash ( 102,087 ) ( 786,558 ) Cash, cash equivalents and restricted cash at beginning of year 3,375,992 2,687,283 Cash, cash equivalents and restricted cash at March 31 $ 3,273,905 $ 1,900,725 Income tax payments, net $ 562 $ 1,029 Interest paid on deposits and borrowings $ 89,831 $ 110,008 Loans transferred to foreclosed real estate $ 449 $ 57 (A) Available for sale debt securities, equity securities, and other securities. See accompanying notes to consolidated financial statements. Restricted cash is comprised of cash collateral posted by the Company to secure interest rate swap agreements. This balance is included in other assets in the consolidated balance sheets and totaled $ 52 thousand at March 31, 2025. The Company had $ 71 thousand in restricted cash at March 31, 2024. 7 Table of Contents Commerce Bancshares, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2025 (Unaudited) 1. Principles of Consolidation and Presentation The accompanying consolidated financial statements include the accounts of Commerce Bancshares, Inc. and all majority-owned subsidiaries (the Company). Most of the Company's operations are conducted by its subsidiary bank, Commerce Bank (the Bank). The consolidated financial statements in this report have not been audited by an independent registered public accounting firm, but in the opinion of management, all adjustments necessary to present fairly the financial position and the results of operations for the interim periods have been made. All such adjustments are of a normal recurring nature. All significant intercompany accounts and transactions have been eliminated. Certain reclassifications were made to 2024 data to conform to current year presentation. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheets and revenues and expenses for the periods. Actual results could differ significantly from those estimates. Management has evaluated subsequent events for potential recognition or disclosure. The results of operations for the three month period ended March 31, 2025 are not necessarily indicative of results to be attained for the full year or any other interim period. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Company's most recent Annual Report on Form 10-K, containing the latest audited consolidated financial statements and notes thereto. 2. Loans and Allowance for Credit Losses Major classifications within the Company’s held for investment loan portfolio at March 31, 2025 and December 31, 2024 are as follows: (In thousands) March 31, 2025 December 31, 2024 Commercial: Business $ 6,239,276 $ 6,053,820 Real estate – construction and land 1,419,572 1,409,901 Real estate – business 3,628,635 3,661,218 Personal Banking: Real estate – personal 3,047,809 3,058,195 Consumer 2,116,160 2,073,123 Revolving home equity 356,675 356,650 Consumer credit card 568,163 595,930 Overdrafts 3,131 11,266 Total loans $ 17,379,421 $ 17,220,103 Accrued interest receivable totaled $ 66.2 million and $ 70.6 million at March 31, 2025 and December 31, 2024, respectively, and was included within other assets on the consolidated balance sheets. For the three months ended March 31, 2025, the Company wrote-off accrued interest by reversing interest income of $ 112 thousand and $ 1.7 million in the Commercial and Personal Banking portfolios, respectively. Similarly, for the three months ended March 31, 2024, the Company reversed $ 94 thousand and $ 1.6 million in the Commercial and Personal Banking portfolios, respectively. At March 31, 2025, loans of $ 3.3 billion were pledged at the Federal Home Loan Bank as collateral for borrowings and letters of credit obtained to secure public deposits. Additional loans of $ 2.6 billion were pledged at the Federal Reserve Bank as collateral for discount window borrowings. 8 Table of Contents Allowance for credit losses The allowance for credit losses is measured using an average historical loss model which incorporates relevant information about past events (including historical credit loss experience on loans with similar risk characteristics), current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the loans. The allowance for credit losses is measured on a collective (pool) basis. Loans are aggregated into pools based on similar risk characteristics including borrower type, collateral type and expected credit loss patterns. Loans that do not share similar risk characteristics, primarily large loans on non-accrual status, are evaluated on an individual basis. For loans evaluated for credit losses on a collective basis, average historical loss rates are calculated for each pool using the Company’s historical net charge-offs (combined charge-offs and recoveries by observable historical reporting period) and outstanding loan balances during a lookback period. Lookback periods can be different based on the individual pool and represent management’s credit expectations for the pool of loans over the remaining contractual life. In certain loan pools, if the Company’s own historical loss rate is not reflective of the loss expectations, the historical loss rate is augmented by industry and peer data. The calculated average net charge-off rate is then adjusted for current conditions and reasonable and supportable forecasts. These adjustments increase or decrease the average historical loss rate to reflect expectations of future losses given a single path economic forecast of key macroeconomic variables including GDP, disposable income, various interest rates, unemployment rate, consumer price index (CPI) inflation rate, housing price index (HPI), commercial real estate price index (CREPI) and market volatility. The adjustments are based on results from various regression models projecting the impact of the macroeconomic variables to loss rates. The forecast is used for a reasonable and supportable period before reverting back to historical averages using a straight-line method. The forecast-adjusted loss rate is applied to the amortized cost of loans over the remaining contractual lives, adjusted for expected prepayments. The contractual term excludes expected extensions (except for contractual extensions at the option of the customer), renewals and modifications. Credit cards and certain similar consumer lines of credit do not have stated maturities and therefore, for these loan classes, remaining contractual lives are determined by estimating future cash flows expected to be received from customers until payments have been fully allocated to outstanding balances. Additionally, the allowance for credit losses considers other qualitative factors not included in historical loss rates or macroeconomic forecast such as changes in portfolio composition, underwriting practices, or significant unique events or conditions. 9 Table of Contents Key assumptions in the Company’s allowance for credit loss model include the economic forecast, the reasonable and supportable period, forecasted macro-economic variables, prepayment assumptions and qualitative factors applied for portfolio composition changes, underwriting practices, or significant unique events or conditions. The assumptions utilized in estimating the Company’s allowance for credit losses at March 31, 2025 and December 31, 2024 are discussed below. Key Assumption March 31, 2025 December 31, 2024 Overall economic forecast • Economic uncertainty surged in first quarter of 2025 and will weigh on the economy • The overall US effective tariff rate is expected to more than triple from March 31, 2025 • Federal worker layoffs cause slight increase in unemployment • The US economy will continue to grow • Expansionary fiscal policy and less immigration cause the labor market to tighten, pushing the unemployment rate lower Reasonable and supportable period and related reversion period • Reasonable and supportable period of one year • Reversion to historical average loss rates within two quarters using a straight-line method • Reasonable and supportable period of one year • Reversion to historical average loss rates within two quarters using a straight-line method Forecasted macro-economic variables • Unemployment rate ranges from 4.2% to 4.4% during the supportable forecast period • Real GDP growth ranges from 1.7% to 2.1% • BBB corporate yield from 5.4% to 5.5% • Housing Price Index from 331.1 to 338.4 • Unemployment rate ranges from 4.2% to 4.3% during the reasonable and supportable forecast period • Real GDP growth ranges from 2.5% to 2.7% • BBB corporate yield from 5.2% to 5.3% • Housing Price Index from 324.8 to 335.4 Prepayment assumptions Commercial loans • 5% for most loan pools Personal banking loans • Ranging from 7.0% to 23.5% for most loan pools • Consumer credit cards 66.5% Commercial loans • 5% for most loan pools Personal banking loans • Ranging from 8.9% to 23.1% for most loan pools • Consumer credit cards 66.5% Qualitative factors Added qualitative factors related to: • Changes in the composition of the loan portfolios • Certain industries experiencing stress or emerging concerns within the portfolio • Loans downgraded to special mention, substandard, or non-accrual status • Consumer auto portfolio loss expectation adjustment • Other consumer portfolio loss expectation adjustment • Certain portfolios where the model assumptions do not capture all identified loss risk Added qualitative factors related to: • Changes in the composition of the loan portfolios • Certain industries experiencing stress or emerging concerns within the portfolio • Loans downgraded to special mention, substandard, or non-accrual status • Consumer auto portfolio • Certain portfolios where the model assumptions do not capture all identified loss risk The liability for unfunded lending commitments utilizes the same model as the allowance for credit losses on loans, however, the liability for unfunded lending commitments incorporates an assumption for the portion of unfunded commitments that are expected to be funded. Sensitivity in the Allowance for Credit Loss model The allowance for credit losses is an estimate that requires significant judgment including projections of the macro-economic environment. The forecasted macro-economic environment continuously changes which can cause fluctuations in the estimate of expected credit losses. The current forecast includes projections on the impact of the tariffs the United States ("U.S.") administration announced and reduction in U.S. federal workers due to announced layoffs, while noting significant policy uncertainty. Both trade policy uncertainty and fiscal policy uncertainty are not likely to resolve in the short term. Policy changes and the market's response to the changes could impact inflation, labor market trends, Federal Reserve monetary policy, business growth and consumer spending. Economic, political, and social developments regionally, nationally, and even globally could significantly modify economic projections used in the estimation of the allowance for credit losses. 10 Table of Contents Potential changes in any one economic variable may or may not affect the overall allowance because a variety of economic variables and inputs are considered in estimating the allowance, and changes in those variables and inputs may not occur at the same rate, may not be consistent across product types, and may have offsetting impacts to other changing variables and inputs. A summary of the activity in the allowance for credit losses on loans and the liability for unfunded lending commitments for the three months ended March 31, 2025 and 2024, respectively, follows: For the Three Months Ended March 31, 2025 (In thousands) Commercial Personal Banking Total ALLOWANCE FOR CREDIT LOSSES ON LOANS Balance at beginning of period $ 106,769 $ 55,973 $ 162,742 Provision for credit losses on loans 354 14,741 15,095 Deductions: Loans charged off 726 12,567 13,293 Less recoveries on loans 303 2,184 2,487 Net loan charge-offs (recoveries) 423 10,383 10,806 Balance March 31, 2025 $ 106,700 $ 60,331 $ 167,031 LIABILITY FOR UNFUNDED LENDING COMMITMENTS Balance at beginning of period $ 17,887 $ 1,048 $ 18,935 Provision for credit losses on unfunded lending commitments ( 840 ) 232 ( 608 ) Balance March 31, 2025 $ 17,047 $ 1,280 $ 18,327 ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS $ 123,747 $ 61,611 $ 185,358 For the Three Months Ended March 31, 2024 (In thousands) Commercial Personal Banking Total ALLOWANCE FOR CREDIT LOSSES ON LOANS Balance at beginning of period $ 108,201 $ 54,194 $ 162,395 Provision for credit losses on loans ( 2,855 ) 9,802 6,947 Deductions: Loans charged off 316 10,849 11,165 Less recoveries on loans 434 1,854 2,288 Net loan charge-offs (recoveries) ( 118 ) 8,995 8,877 Balance March 31, 2024 $ 105,464 $ 55,001 $ 160,465 LIABILITY FOR UNFUNDED LENDING COMMITMENTS Balance at beginning of period $ 23,909 $ 1,337 $ 25,246 Provision for credit losses on unfunded lending commitments ( 2,273 ) 113 ( 2,160 ) Balance March 31, 2024 $ 21,636 $ 1,450 $ 23,086 ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS $ 127,100 $ 56,451 $ 183,551 11 Table of Contents Delinquent and non-accrual loans The Company considers loans past due on the day following the contractual repayment date, if the contractual repayment was not received by the Company as of the end of the business day. The following table provides aging information on the Company’s past due and accruing loans, in addition to the balances of loans on non-accrual status, at March 31, 2025 and December 31, 2024. (In thousands) Current or Less Than 30 Days Past Due 30 – 89 Days Past Due 90 Days Past Due and Still Accruing Non-accrual Total March 31, 2025 Commercial: Business $ 6,235,165 $ 2,386 $ 613 $ 1,112 $ 6,239,276 Real estate – construction and land 1,419,343 9 — 220 1,419,572 Real estate – business 3,610,277 10 43 18,305 3,628,635 Personal Banking: Real estate – personal 3,017,240 22,556 7,024 989 3,047,809 Consumer 2,089,260 24,157 2,743 — 2,116,160 Revolving home equity 353,166 990 542 1,977 356,675 Consumer credit card 552,121 7,590 8,452 — 568,163 Overdrafts 2,874 257 — — 3,131 Total $ 17,279,446 $ 57,955 $ 19,417 $ 22,603 $ 17,379,421 December 31, 2024 Commercial: Business $ 6,051,654 $ 1,501 $ 564 $ 101 $ 6,053,820 Real estate – construction and land 1,409,681 — — 220 1,409,901 Real estate – business 3,640,643 5,621 — 14,954 3,661,218 Personal Banking: Real estate – personal 3,021,017 25,267 10,885 1,026 3,058,195 Consumer 2,029,115 40,398 3,610 — 2,073,123 Revolving home equity 351,056 2,798 819 1,977 356,650 Consumer credit card 579,670 7,622 8,638 — 595,930 Overdrafts 10,953 313 — — 11,266 Total $ 17,093,789 $ 83,520 $ 24,516 $ 18,278 $ 17,220,103 At March 31, 2025, the Company had $ 5.9 million in non-accrual loans that had no allowance for credit loss, compared to $ 2.0 million in non-accrual loans that had no allowance for credit loss at December 31, 2024. The Company did not record any interest income on non-accrual loans during the three months ended March 31, 2025 and 2024, respectively. Credit quality indicators The following table provides information about the credit quality of the Commercial loan portfolio. The Company utilizes an internal risk rating system comprised of a series of grades to categorize loans according to perceived risk associated with the expectation of debt repayment based on borrower specific information including, but not limited to, current financial information, historical payment experience, industry information, collateral levels and collateral types. The “pass” category consists of a range of loan grades that reflect increasing, though still acceptable, risk. A loan is assigned the risk rating at origination and then monitored throughout the contractual term for possible risk rating changes. Movement of risk through the various grade levels in the “pass” category is monitored for early identification of credit deterioration. The “special mention” rating is applied to loans where the borrower exhibits negative financial trends due to borrower specific or systemic conditions that, if left uncorrected, threaten its capacity to meet its debt obligations. The borrower is believed to have sufficient financial flexibility to react to and resolve its negative financial situation. It is a transitional grade that is closely monitored for improvement or deterioration. The “substandard” rating is applied to loans where the borrower exhibits well-defined weaknesses that jeopardize its continued performance and are of a severity that the distinct possibility of default exists. Loans are placed on “non-accrual” when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment. All loans are analyzed for risk rating updates annually. For larger loans, rating assessments may be more frequent if relevant information is obtained earlier through debt covenant monitoring or overall relationship management. Smaller loans 12 Table of Contents are monitored as identified by the loan officer based on the risk profile of the individual borrower or if the loan becomes past due related to credit issues. Loans rated Special Mention, Substandard or Non-accrual are subject to quarterly review and monitoring processes. In addition to the regular monitoring performed by the lending personnel and credit committees, loans are subject to review by a credit review department which verifies the appropriateness of the risk ratings for the loans chosen as part of its risk-based review plan. The risk category of loans in the Commercial portfolio as of March 31, 2025 and December 31, 2024 are as follows: Term Loans Amortized Cost Basis by Origination Year (In thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Total March 31, 2025 Business Risk Rating: Pass $ 419,931 $ 1,273,288 $ 838,520 $ 565,125 $ 372,791 $ 457,180 $ 2,087,293 $ 6,014,128 Special mention 652 6,120 8,566 11,061 3,927 4,088 61,804 96,218 Substandard — 2,064 6,349 18,432 11,245 9,148 80,580 127,818 Non-accrual — 1 77 126 897 11 — 1,112 Total Business: $ 420,583 $ 1,281,473 $ 853,512 $ 594,744 $ 388,860 $ 470,427 $ 2,229,677 $ 6,239,276 Gross write-offs for the three months ended March 31, 2025 $ — $ — $ — $ — $ — $ — $ 326 $ 326 Real estate-construction Risk Rating: Pass $ 99,421 $ 358,930 $ 487,381 $ 402,951 $ 22,518 $ 3,742 $ 28,632 $ 1,403,575 Special mention — — — 12,953 — — — 12,953 Substandard — 236 2,588 — — — — 2,824 Non-accrual — 220 — — — — — 220 Total Real estate-construction: $ 99,421 $ 359,386 $ 489,969 $ 415,904 $ 22,518 $ 3,742 $ 28,632 $ 1,419,572 Gross write-offs for the three months ended March 31, 2025 $ — $ — $ — $ — $ — $ — $ — $ — Real estate-business Risk Rating: Pass $ 152,673 $ 714,302 $ 537,158 $ 739,443 $ 443,965 $ 669,762 $ 154,304 $ 3,411,607 Special mention 489 15,125 9,404 14,060 934 2,701 — 42,713 Substandard — 1,267 37,134 28,600 15,380 66,650 6,979 156,010 Non-accrual — — 2,917 292 429 14,667 — 18,305 Total Real estate-business: $ 153,162 $ 730,694 $ 586,613 $ 782,395 $ 460,708 $ 753,780 $ 161,283 $ 3,628,635 Gross write-offs for the three months ended March 31, 2025 $ — $ — $ 400 $ — $ — $ — $ — $ 400 Commercial loans Risk Rating: Pass $ 672,025 $ 2,346,520 $ 1,863,059 $ 1,707,519 $ 839,274 $ 1,130,684 $ 2,270,229 $ 10,829,310 Special mention 1,141 21,245 17,970 38,074 4,861 6,789 61,804 151,884 Substandard — 3,567 46,071 47,032 26,625 75,798 87,559 286,652 Non-accrual — 221 2,994 418 1,326 14,678 — 19,637 Total Commercial loans: $ 673,166 $ 2,371,553 $ 1,930,094 $ 1,793,043 $ 872,086 $ 1,227,949 $ 2,419,592 $ 11,287,483 Gross write-offs for the three months ended March 31, 2025 $ — $ — $ 400 $ — $ — $ — $ 326 $ 726 13 Table of Contents Term Loans Amortized Cost Basis by Origination Year (In thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total December 31, 2024 Business Risk Rating: Pass $ 1,505,299 $ 956,449 $ 596,681 $ 405,669 $ 148,483 $ 350,106 $ 1,887,596 $ 5,850,283 Special mention 13,576 7,978 8,941 4,155 263 2,065 34,997 71,975 Substandard 2,218 5,596 19,145 5,069 928 10,086 88,419 131,461 Non-accrual 1 47 1 — — 52 — 101 Total Business: $ 1,521,094 $ 970,070 $ 624,768 $ 414,893 $ 149,674 $ 362,309 $ 2,011,012 $ 6,053,820 Gross write-offs for the year ended December 31, 2024 $ 200 $ 275 $ 40 $ 53 $ — $ 18 $ 1,387 $ 1,973 Real estate-construction Risk Rating: Pass $ 419,562 $ 442,720 $ 451,606 $ 53,462 $ 3,143 $ 2,450 $ 34,075 $ 1,407,018 Special mention — — — — — — — — Substandard — 2,663 — — — — — 2,663 Non-accrual 220 — — — — — — 220 Total Real estate-construction: $ 419,782 $ 445,383 $ 451,606 $ 53,462 $ 3,143 $ 2,450 $ 34,075 $ 1,409,901 Gross write-offs for the year ended December 31, 2024 $ — $ — $ — $ — $ — $ — $ — $ — Real estate- business Risk Rating: Pass $ 755,498 $ 604,936 $ 753,023 $ 448,041 $ 363,717 $ 368,350 $ 129,868 $ 3,423,433 Special mention 324 — 12,383 12,524 1,643 298 — 27,172 Substandard 1,280 23,420 36,657 18,429 4,416 104,382 7,075 195,659 Non-accrual — — 170 — 14,668 116 — 14,954 Total Real-estate business: $ 757,102 $ 628,356 $ 802,233 $ 478,994 $ 384,444 $ 473,146 $ 136,943 $ 3,661,218 Gross write-offs for the year ended December 31, 2024 $ — $ — $ — $ — $ — $ 62 $ — $ 62 Commercial loans Risk Rating: Pass $ 2,680,359 $ 2,004,105 $ 1,801,310 $ 907,172 $ 515,343 $ 720,906 $ 2,051,539 $ 10,680,734 Special mention 13,900 7,978 21,324 16,679 1,906 2,363 34,997 99,147 Substandard 3,498 31,679 55,802 23,498 5,344 114,468 95,494 329,783 Non-accrual 221 47 171 — 14,668 168 — 15,275 Total Commercial loans: $ 2,697,978 $ 2,043,809 $ 1,878,607 $ 947,349 $ 537,261 $ 837,905 $ 2,182,030 $ 11,124,939 Gross write-offs for the year ended December 31, 2024 $ 200 $ 275 $ 40 $ 53 $ — $ 80 $ 1,387 $ 2,035 14 Table of Contents The credit quality of Personal Banking loans is monitored primarily on the basis of aging/delinquency, and this information is provided as of March 31, 2025 and December 31, 2024 below. Term Loans Amortized Cost Basis by Origination Year (In thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Total March 31, 2025 Real estate-personal Current to 90 days past due $ 75,510 $ 370,737 $ 377,835 $ 397,730 $ 474,009 $ 1,335,077 $ 8,898 $ 3,039,796 Over 90 days past due — 195 643 682 1,383 4,121 — 7,024 Non-accrual — — 7 — 107 875 — 989 Total Real estate-personal: $ 75,510 $ 370,932 $ 378,485 $ 398,412 $ 475,499 $ 1,340,073 $ 8,898 $ 3,047,809 Gross write-offs for the three months ended March 31, 2025 $ — $ — $ 45 $ 35 $ — $ — $ — $ 80 Consumer Current to 90 days past due $ 139,297 $ 362,193 $ 339,427 $ 202,952 $ 137,489 $ 104,513 $ 827,546 $ 2,113,417 Over 90 days past due — 263 303 285 107 293 1,492 2,743 Total Consumer: $ 139,297 $ 362,456 $ 339,730 $ 203,237 $ 137,596 $ 104,806 $ 829,038 $ 2,116,160 Gross write-offs for the three months ended March 31, 2025 $ — $ 1,139 $ 912 $ 663 $ 265 $ 140 $ 511 $ 3,630 Revolving home equity Current to 90 days past due $ — $ — $ — $ — $ — $ — $ 354,156 $ 354,156 Over 90 days past due — — — — — — 542 542 Non-accrual — — — — — — 1,977 $ 1,977 Total Revolving home equity: $ — $ — $ — $ — $ — $ — $ 356,675 $ 356,675 Gross write-offs for the three months ended March 31, 2025 $ — $ — $ — $ — $ — $ — $ — $ — Consumer credit card Current to 90 days past due $ — $ — $ — $ — $ — $ — $ 559,711 $ 559,711 Over 90 days past due — — — — — — 8,452 8,452 Total Consumer credit card: $ — $ — $ — $ — $ — $ — $ 568,163 $ 568,163 Gross write-offs for the three months ended March 31, 2025 $ — $ — $ — $ — $ — $ — $ 8,171 $ 8,171 Overdrafts Current to 90 days past due $ 3,131 $ — $ — $ — $ — $ — $ — $ 3,131 Total Overdrafts: $ 3,131 $ — $ — $ — $ — $ — $ — $ 3,131 Gross write-offs for the three months ended March 31, 2025 $ 686 $ — $ — $ — $ — $ — $ — $ 686 Personal banking loans Current to 90 days past due $ 217,938 $ 732,930 $ 717,262 $ 600,682 $ 611,498 $ 1,439,590 $ 1,750,311 $ 6,070,211 Over 90 days past due — 458 946 967 1,490 4,414 10,486 18,761 Non-accrual — — 7 — 107 875 1,977 2,966 Total Personal banking loans: $ 217,938 $ 733,388 $ 718,215 $ 601,649 $ 613,095 $ 1,444,879 $ 1,762,774 $ 6,091,938 Gross write-offs for the three months ended March 31, 2025 $ 686 $ 1,139 $ 957 $ 698 $ 265 $ 140 $ 8,682 $ 12,567 15 Table of Contents Term Loans Amortized Cost Basis by Origination Year (In thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Total December 31, 2024 Real estate-personal Current to 90 days past due $ 387,119 $ 387,486 $ 404,680 $ 482,733 $ 637,115 $ 736,217 $ 10,934 $ 3,046,284 Over 90 days past due 665 892 1,431 1,890 3,180 2,827 — 10,885 Non-accrual — 8 — 108 — 910 — 1,026 Total Real estate-personal: $ 387,784 $ 388,386 $ 406,111 $ 484,731 $ 640,295 $ 739,954 $ 10,934 $ 3,058,195 Gross write-offs for the year ended December 31, 2024 $ — $ 82 $ 115 $ 83 $ — $ 22 $ — $ 302 Consumer Current to 90 days past due $ 418,902 $ 369,855 $ 228,189 $ 165,030 $ 72,314 $ 49,890 $ 765,333 $ 2,069,513 Over 90 days past due 465 584 406 213 47 367 1,528 3,610 Total Consumer: $ 419,367 $ 370,439 $ 228,595 $ 165,243 $ 72,361 $ 50,257 $ 766,861 $ 2,073,123 Gross write-offs for the year ended December 31, 2024 $ 1,438 $ 3,109 $ 2,859 $ 1,308 $ 540 $ 255 $ 2,309 $ 11,818 Revolving home equity Current to 90 days past due $ — $ — $ — $ — $ — $ — $ 353,854 $ 353,854 Over 90 days past due — — — — — — 819 819 Non-accrual — — — — — — 1,977 $ 1,977 Total Revolving home equity: $ — $ — $ — $ — $ — $ — $ 356,650 $ 356,650 Gross write-offs for the year ended December 31, 2024 $ — $ — $ — $ — $ — $ — $ — $ — Consumer credit card Current to 90 days past due $ — $ — $ — $ — $ — $ — $ 587,292 $ 587,292 Over 90 days past due — — — — — — 8,638 8,638 Total Consumer credit card: $ — $ — $ — $ — $ — $ — $ 595,930 $ 595,930 Gross write-offs for the year ended December 31, 2024 $ — $ — $ — $ — $ — $ — $ 30,427 $ 30,427 Overdrafts Current to 90 days past due $ 11,266 $ — $ — $ — $ — $ — $ — $ 11,266 Total Overdrafts: $ 11,266 $ — $ — $ — $ — $ — $ — $ 11,266 Gross write-offs for the year ended December 31, 2024 $ 2,689 $ — $ — $ — $ — $ — $ — $ 2,689 Personal banking loans Current to 90 days past due $ 817,287 $ 757,341 $ 632,869 $ 647,763 $ 709,429 $ 786,107 $ 1,717,413 $ 6,068,209 Over 90 days past due 1,130 1,476 1,837 2,103 3,227 3,194 10,985 23,952 Non-accrual — 8 — 108 — 910 1,977 3,003 Total Personal banking loans: $ 818,417 $ 758,825 $ 634,706 $ 649,974 $ 712,656 $ 790,211 $ 1,730,375 $ 6,095,164 Gross write-offs for the year ended December 31, 2024 $ 4,127 $ 3,191 $ 2,974 $ 1,391 $ 540 $ 277 $ 32,736 $ 45,236 16 Table of Contents Collateral-dependent loans The Company's collateral-dependent loans are comprised of large loans on non-accrual status. The Company requires that collateral-dependent loans are either over-collateralized or carry collateral equal to the amortized cost of the loan. The following table presents the amortized cost basis of collateral-dependent loans as of March 31, 2025 and December 31, 2024. (In thousands) Business Assets Real Estate Total March 31, 2025 Commercial: Business $ 1,023 $ — $ 1,023 Real estate - business — 17,585 17,585 Personal Banking: Revolving home equity — 1,977 1,977 Total $ 1,023 $ 19,562 $ 20,585 December 31, 2024 Commercial: Real estate - business $ — $ 14,667 $ 14,667 Personal Banking: Revolving home equity — 1,977 1,977 Total $ — $ 16,644 $ 16,644 Modifications for borrowers experiencing financial difficulty When borrowers are experiencing financial difficulty, the Company may agree to modify the contractual terms of a loan to a borrower in order to assist the borrower in repaying principal and interest owed to the Company. The Company's modifications of loans to borrowers experiencing financial difficulty are generally in the form of term extensions, repayment plans, payment deferrals, forbearance agreements, interest rate reductions, forgiveness of interest and/or fees, or any combination thereof. Commercial loans modified to borrowers experiencing financial difficulty are primarily loans that are substandard or non-accrual, where the maturity date was extended. Modifications on personal real estate loans are primarily those placed on forbearance plans, repayment plans, or deferral plans where monthly payments are suspended for a period of time or past due amounts are paid off over a certain period of time in the future or set up as a balloon payment at maturity. Modifications to certain credit card and other small consumer loans are often modified under debt counseling programs that can reduce the contractual rate or, in certain instances, forgive certain fees and interest charges. Other consumer loans modified to borrowers experiencing financial difficulty consist of various other workout arrangements with consumer customers. The following tables present the amortized cost at March 31, 2025 of loans that were modified during the three months ended March 31, 2025 and the amortized cost of at March 31, 2024 of loans that were modified during the three months ended March 31, 2024. For the Three Months Ended March 31, 2025 (Dollars in thousands) Term Extension Payment Delay Interest Rate Reduction Total % of Total Loan Category March 31, 2025 Commercial: Business $ 54,539 $ — $ — $ 54,539 0.9 % Real estate – business 76,958 — — 76,958 2.1 Personal Banking: Real estate – personal — 3,884 — 3,884 0.1 Consumer — — 67 67 — Consumer credit card — — 880 880 0.2 Total $ 131,497 $ 3,884 $ 947 $ 136,328 0.8 % 17 Table of Contents For the Three Months Ended March 31, 2024 (Dollars in thousands) Term Extension Payment Delay Interest Rate Reduction Total % of Total Loan Category March 31, 2024 Commercial: Business $ 11,648 $ — $ — $ 11,648 0.2 % Real estate – business 17,004 — — 17,004 0.5 Personal Banking: Real estate – personal 526 2,706 — 3,232 0.1 Consumer — — 31 31 — Consumer credit card — — 945 945 0.2 Total $ 29,178 $ 2,706 $ 976 $ 32,860 0.2 % The estimate of lifetime expected losses utilized in the allowance for credit losses model is developed using average historical experience on loans with similar risk characteristics, which includes losses from modifications of loans to borrowers experiencing financial difficulty. As a result, a change to the allowance for credit losses is generally not recorded upon modification. For modifications to loans made to borrowers experiencing financial difficulty that are placed on non-accrual status, the Company determines the allowance for credit losses on an individual evaluation, using the same process that it utilizes for other loans on non-accrual status. Modifications made to commercial loans which are not on non-accrual status for borrowers experiencing financial difficulty are collectively evaluated based on internal risk rating, loan type, delinquency, historical experience, and current economic factors. Modifications made to borrowers experiencing financial difficulty for personal banking loans which are not on non-accrual status are collectively evaluated based on loan type, delinquency, historical experience, and current economic factors. If a loan to a borrower experiencing financial difficulty is modified and subsequently deemed uncollectible, the allowance for credit losses continues to be based on individual evaluation, if that loan is already on non-accrual status. For those loans, the allowance for credit losses is estimated using discounted expected cash flows or the fair value of collateral. If an accruing loan made to a borrower experiencing financial difficulty is modified and subsequently deemed uncollectible, the loan's risk rating is downgraded to non-accrual status and the loan's related allowance for credit losses is determined based on individual evaluation, or if necessary, the loan is charged off and collection efforts begin. The following tables summarize the financial impact of loan modifications and payment deferrals during the three months ended March 31, 2025 and March 31, 2024. Term Extension Three Months Ended March 31, 2025 Three Months Ended March 31, 2024 Commercial: Business Extended maturity by a weighted average of 7 months. Extended maturity by a weighted average of 6 months. Real estate – business Extended maturity by a weighted average of 18 months. Extended maturity by a weighted average of 8 months. Personal Banking: Real estate – personal - Extended maturity by a weighted average of 6 months. Payment Delay Three Months Ended March 31, 2025 Three Months Ended March 31, 2024 Personal Banking: Real estate – personal Deferred certain payments by a weighted average of 16 years . Deferred certain payments by a weighted average of 8 years . 18 Table of Contents Interest Rate Reduction Three Months Ended March 31, 2025 Three Months Ended March 31, 2024 Personal Banking: Consumer Reduced contractual interest rate from average 21% to 6%. Reduced contractual interest rate from average 23% to 6%. Consumer credit card Reduced contractual interest rate from average 21% to 6%. Reduced contractual interest rate from average 23% to 6%. The Company had commitments of $ 11.8 million and $ 14.9 million at March 31, 2025 and December 31, 2024, respectively, to lend additional funds to borrowers experiencing financial difficulty and for whom the Company has modified the terms of loans in the form of an interest rate reduction; an other-than-insignificant payment delay; forgiveness of principal, interest, or fees; or a term extension during the current reporting period. The following tables provide the amortized cost basis at March 31, 2025 of loans to borrowers experiencing financial difficulty that had a payment default during the three months ended March 31, 2025 and were modified within the 12 months preceding the payment default, as well as the amortized cost basis at March 31, 2024 of loans to borrowers experiencing financial difficulty that had a payment default during the three months ended March 31, 2024 and had been modified within the 12 months preceding the payment default. For purposes of this disclosure, the Company considers "default" to mean 90 days or more past due as to interest or principal. For the Three Months Ended March 31, 2025 (Dollars in thousands) Term Extension Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total March 31, 2025 Commercial: Real estate – business $ 14,667 $ — $ — $ — $ 14,667 Personal Banking: Real estate – personal — 1,762 — — 1,762 Consumer — — 33 — 33 Consumer credit card — — 218 — 218 Total $ 14,667 $ 1,762 $ 251 $ — $ 16,680 For the Three Months Ended March 31, 2024 (Dollars in thousands) Term Extension Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total March 31, 2024 Personal Banking: Real estate – personal $ — $ 1,138 $ — $ — $ 1,138 Consumer — — 14 — 14 Consumer credit card — — 260 61 321 Total $ — $ 1,138 $ 274 $ 61 $ 1,473 The following tables present the amortized cost basis at March 31, 2025 of loans to borrowers experiencing financial difficulty that had been modified within the previous 12 months as well as the amortized cost basis at March 31, 2024 of loans to borrowers experiencing financial difficulty that had been modified within the 12 months preceding March 31, 2024. 19 Table of Contents (In thousands) Current 30-89 Days Past Due 90 Days Past Due Total March 31, 2025 Commercial: Business $ 89,831 $ 44 $ — $ 89,875 Real estate – business 124,311 124 14,667 139,102 Personal Banking: Real estate – personal 7,008 2,762 1,763 11,533 Consumer 852 17 33 902 Consumer credit card 2,418 445 218 3,081 Total $ 224,420 $ 3,392 $ 16,681 $ 244,493 (In thousands) Current 30-89 Days Past Due 90 Days Past Due Total March 31, 2024 Commercial: Business $ 25,544 $ — $ — $ 25,544 Real estate – business 93,924 — — 93,924 Personal Banking: Real estate – personal 3,556 1,136 1,761 6,453 Consumer 150 17 14 181 Consumer credit card 2,107 513 296 2,916 Total $ 125,281 $ 1,666 $ 2,071 $ 129,018 Loans held for sale The Company designates certain long-term fixed rate personal real estate loans as held for sale, and the Company has elected the fair value option for these loans. The election of the fair value option aligns the accounting for these loans with the related economic hedges discussed in Note 11. The loans are primarily sold to Federal Home Loan Mortgage Corporation (FHLMC) and Federal National Mortgage Association (FNMA). At March 31, 2025, the fair value of these loans was $ 2.7 million, and the unpaid principal balance was $ 2.7 million. At March 31, 2025, none of the loans held for sale were on non-accrual status or 90 days past due and still accruing interest. Foreclosed real estate/repossessed assets The Company’s holdings of foreclosed real estate totaled $ 642 thousand and $ 343 thousand at March 31, 2025 and December 31, 2024, respectively, and included in those amounts were $ 642 thousand and $ 343 thousand at March 31, 2025 and December 31, 2024, respectively, of foreclosed residential real estate properties held as a result of obtaining physical possession. Personal property acquired in repossession, generally autos, totaled $ 2.3 million and $ 2.2 million at March 31, 2025 and December 31, 2024. Upon acquisition, these assets are recorded at fair value less estimated selling costs at the date of foreclosure, establishing a new cost basis. They are subsequently carried at the lower of this cost basis or fair value less estimated selling costs. 20 Table of Contents 3. Investment Securities Investment securities consisted of the following at March 31, 2025 and December 31, 2024. (In thousands) March 31, 2025 December 31, 2024 Available for sale debt securities $ 9,264,947 $ 9,136,853 Trading debt securities 56,569 38,034 Equity securities: Readily determinable fair value 48,951 48,359 No readily determinable fair value 9,231 9,083 Other: Federal Reserve Bank stock 35,638 35,545 Federal Home Loan Bank stock 10,114 10,120 Private equity investments 175,618 184,386 Total investment securities (1) $ 9,601,068 $ 9,462,380 (1) Accrued interest receivable totaled $ 33.3 million and $ 35.0 million at March 31, 2025 and December 31, 2024, respectively, and was included within other assets on the consolidated balance sheets. Most of the Company’s investment securities are classified as available for sale debt securities, and this portfolio is discussed in more detail below. The Company’s equity securities are also discussed below. Other investment securities include Federal Reserve Bank (FRB) stock, Federal Home Loan Bank (FHLB) stock, and investments in portfolio concerns held by the Company’s private equity subsidiary. FRB stock and FHLB stock are held for liquidity management and regulatory purposes. Investment in FRB stock is based on the capital structure of the investing bank, and investment in FHLB stock is tied to the asset size of the borrowing bank and the level of borrowings from the FHLB. These holdings are carried at cost. The Company’s private equity investments are carried at estimated fair value. Equity Securities The Company’s equity securities portfolio includes mutual funds, common stock, and preferred stock with readily determinable fair values as well as equity securities with no readily determinable fair value. The Company has elected to measure equity securities with no readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes for the identical or similar investment of the same issuer. At March 31, 2024, this portfolio included the Company’s 823,447 shares of Visa Inc. (“Visa”) Class B-1 common stock (formerly Class B common stock), which were held by Commerce Bancshares, Inc. The Company’s Visa Class B-1 shares had a carrying value of zero at March 31, 2024, as there had not been observable price changes in orderly transactions for identical or similar investments of the same issuer. On April 8, 2024, Visa announced the commencement of a public offering to permit the exchange of its Class B-1 common stock for a combination of shares of its Class B-2 common stock and its Class C common stock (“Exchange Offer”). The Company tendered all of its Visa Class B-1 shares pursuant to the Exchange Offer. On May 3, 2024, the Exchange Offer closed, and in exchange for its 823,447 shares of Visa Class B-1 common stock, the Company received 411,723 shares of Visa Class B-2 common stock (which will be convertible under certain circumstances, as further described below, into Visa’s publicly traded Class A common stock at an initial rate of 1.5875 shares of Class A common for each share of Class B-2 common stock, subject to adjustment) and 163,404 shares of Visa Class C common stock which automatically convert into four shares of Visa's Class A common stock (subject to future adjustments for any stock splits, recapitalizations or similar transactions) upon any transfer to a person other than a Visa member or an affiliate of a Visa member. As a condition of participating in the exchange, the Company entered into a Makewhole Agreement with Visa that provides for cash payments to Visa to the extent (if any) that future adjustments to the conversion ratio for the Visa Class B-2 common stock to Class A common stock cause such ratio to fall below zero. Changes to the conversion ratio occur when Visa deposits funds to a litigation escrow established by Visa to pay settlements for certain covered litigation that pre-dated Visa’s initial public offering, for which Visa has been effectively indemnified by Visa USA members through reductions to the conversion ratio for its Class B-1 common stock. The purpose of the Makewhole Agreement is to preserve the economic benefit of these adjustments to the Class B-1 conversion ratio for the benefit of Visa’s Class A and Class C common stockholders following the exchange. As further described in Visa’s related Issuer Tender Offer Statement on Schedule TO and Prospectus, each dated April 8, 2024, publicly filed with the U. S. Securities and Exchange Commission, both the Makewhole Agreement and the related escrow fund and transfer restrictions on Visa’s Class B-1 common stock and the new Class B-2 common stock will terminate whenever the covered litigation is ultimately resolved, at which future date outstanding shares of Visa Class B-2 common stock will be convertible into shares of its Class A common stock at the then-applicable conversion ratio. 21 Table of Contents As a result of the exchange, the Company elected the measurement alternative approach for its Visa Class C common stock and marked the stock to fair value, recording a gain based on the conversion privilege of the Visa Class C common stock and the closing price of Visa Class A common stock. During the second quarter of 2024, the Company sold 436 thousand shares of Visa Class A common stock at an average price of $ 274.91 , resulting in proceeds of $ 119.8 million. During the third quarter of 2024, the Company sold 218 thousand Visa Class A shares at an average price of $ 260.56 , resulting of proceeds of $ 56.8 million. As of September 30, 2024, the Company has sold all of the Visa Class C shares it received from the Visa Exchange Offer. The Company’s Visa Class B-2 common stock will continue to be carried at cost of $ 0 as the Company elected the measurement alternative approach for these shares as well, and there are not observable price changes in orderly transactions for identical or similar investments of the same issuer for the Visa Class B-2 shares held by the Company. There were no significant changes in equity investments with no readily determinable fair value for the three months ended March 31, 2025 and March 31, 2024. Additionally, there were no significant gains or losses in the Company's equity securities portfolio during the three months ended March 31, 2025 and March 31, 2024. Available for sale debt securities portfolio The majority of the Company’s investment portfolio is comprised of available for sale debt securities, which are carried at fair value with changes in fair value reported in accumulated other comprehensive income (AOCI). A summary of the available for sale debt securities by maturity groupings as of March 31, 2025 is shown below. The investment portfolio includes agency mortgage-backed securities, which are guaranteed by agencies such as FHLMC, FNMA, and Government National Mortgage Association (GNMA), in addition to non-agency mortgage-backed securities, which have no guarantee but are collateralized by commercial and residential mortgages. Also included are certain other asset-backed securities, which are primarily collateralized by credit cards, automobiles, student loans, and commercial loans. These securities differ from traditional debt securities primarily in that they may have uncertain maturity dates and are priced based on estimated prepayment rates on the underlying collateral. (In thousands) Amortized Cost Fair Value U.S. government and federal agency obligations: Within 1 year $ 437,727 $ 438,583 After 1 but within 5 years 1,449,802 1,451,299 After 5 but within 10 years 738,986 736,753 Total U.S. government and federal agency obligations 2,626,515 2,626,635 Government-sponsored enterprise obligations: After 5 but within 10 years 35,221 30,150 After 10 years 19,820 13,906 Total government-sponsored enterprise obligations 55,041 44,056 State and municipal obligations: Within 1 year 69,962 69,275 After 1 but within 5 years 400,964 376,308 After 5 but within 10 years 205,286 179,376 After 10 years 113,367 96,228 Total state and municipal obligations 789,579 721,187 Mortgage and asset-backed securities: Agency mortgage-backed securities 4,098,966 3,430,566 Non-agency mortgage-backed securities 614,798 566,126 Asset-backed securities 1,652,018 1,625,282 Total mortgage and asset-backed securities 6,365,782 5,621,974 Other debt securities: Within 1 year 64,955 64,330 After 1 but within 5 years 68,308 63,659 After 5 but within 10 years 102,874 98,777 After 10 years 24,747 24,329 Total other debt securities 260,884 251,095 Total available for sale debt securities $ 10,097,801 $ 9,264,947 22 Table of Contents Investments in U.S. government and federal agency obligations include U.S. Treasury inflation-protected securities, which totaled $ 410.5 million, at fair value, at March 31, 2025. Interest earned on these securities increases with inflation and decreases with deflation, as measured by the non-seasonally adjusted Consumer Price Index (CPI-U). At maturity, the principal paid is the greater of an inflation-adjusted principal or the original principal. Allowance for credit losses on available for sale debt securities Securities for which fair value is less than amortized cost are reviewed for impairment. Special emphasis is placed on securities whose credit rating has fallen below Baa3 (Moody's) or BBB- (Standard & Poor's), whose fair values have fallen more than 20 % below purchase price, or those which have been identified based on management’s judgment. These securities are placed on a watch list and cash flow analyses are prepared on an individual security basis. Certain securities are analyzed using a projected cash flow model, discounted to present value, and compared to the current amortized cost bases of the securities. The model uses input factors such as cash flow projections, contractual payments required, expected delinquency rates, credit support from other tranches, prepayment speeds, collateral loss severity rates (including loan to values), and various other information related to the underlying collateral. Securities not analyzed using the cash flow model are analyzed by reviewing credit ratings, credit support agreements, and industry knowledge to project future cash flows and any possible credit impairment. At March 31, 2025, the fair value of securities on this watch list was $ 1.2 billion compared to $ 1.6 billion at December 31, 2024. Almost all of the securities included on the Company's watch list in the current quarter were experiencing unrealized loss positions due to the increase in interest rates since their purchase and were analyzed outside of the cash flow model. At March 31, 2025, the securities on the Company's watch list that were not deemed to be solely related to increasing interest rates were securities backed by government-guaranteed student loans and are expected to perform as contractually required. As of March 31, 2025, the Company did not identify any securities for which a credit loss exists, and for the three months ended March 31, 2025 and 2024, the Company did not recognize a credit loss expense on any available for sale debt securities. The table below summarizes debt securities available for sale in an unrealized loss position, aggregated by length of loss period, for which an allowance for credit losses has not been recorded at March 31, 2025 and December 31, 2024. Unrealized losses on these available for sale securities have not been recognized into income because after review, the securities were deemed not to be impaired. The unrealized losses on these securities are primarily attributable to changes in interest rates and current market conditions. At March 31, 2025, the Company does not intend to sell the securities, nor is it anticipated that it would be required to sell any of these securities at a loss. Less than 12 months 12 months or longer Total (In thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses March 31, 2025 U.S. government and federal agency obligations $ 764,764 $ 8,128 $ 289,771 $ 8,437 $ 1,054,535 $ 16,565 Government-sponsored enterprise obligations — — 44,056 10,985 44,056 10,985 State and municipal obligations 14,633 368 701,240 68,024 715,873 68,392 Mortgage and asset-backed securities: Agency mortgage-backed securities 2,920 13 3,382,090 668,998 3,385,010 669,011 Non-agency mortgage-backed securities 38,677 169 512,713 48,799 551,390 48,968 Asset-backed securities 193,670 1,499 792,889 29,393 986,559 30,892 Total mortgage and asset-backed securities 235,267 1,681 4,687,692 747,190 4,922,959 748,871 Other debt securities 37,211 128 161,965 10,338 199,176 10,466 Total $ 1,051,875 $ 10,305 $ 5,884,724 $ 844,974 $ 6,936,599 $ 855,279 December 31, 2024 U.S. government and federal agency obligations $ 1,492,875 $ 24,662 $ 353,129 $ 17,197 $ 1,846,004 $ 41,859 Government-sponsored enterprise obligations — — 42,848 12,576 42,848 12,576 State and municipal obligations 14,860 230 724,587 79,685 739,447 79,915 Mortgage and asset-backed securities: Agency mortgage-backed securities 3,882 42 3,409,405 750,664 3,413,287 750,706 Non-agency mortgage-backed securities 10 — 564,637 56,986 564,647 56,986 Asset-backed securities 219,414 2,371 1,083,938 36,824 1,303,352 39,195 Total mortgage and asset-backed securities 223,306 2,413 5,057,980 844,474 5,281,286 846,887 Other debt securities 26,390 579 198,936 12,718 225,326 13,297 Total $ 1,757,431 $ 27,884 $ 6,377,480 $ 966,650 $ 8,134,911 $ 994,534 23 Table of Contents The entire available for sale debt portfolio included $ 6.9 billion of securities that were in a loss position at March 31, 2025, compared to $ 8.1 billion at December 31, 2024. The total amount of unrealized loss on these securities was $ 855.3 million at March 31, 2025, a decrease of $ 139.3 million compared to the unrealized loss at December 31, 2024. Securities with significant unrealized losses are discussed in the "Allowance for credit losses on available for sale debt securities" section above. For debt securities classified as available for sale, the following table shows the amortized cost, fair value, and allowance for credit losses of securities available for sale at March 31, 2025 and December 31, 2024, and the corresponding amounts of gross unrealized gains and losses (pre-tax) in AOCI, by security type. (In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Allowance for Credit Losses Fair Value March 31, 2025 U.S. government and federal agency obligations $ 2,626,515 $ 16,685 $ ( 16,565 ) $ — $ 2,626,635 Government-sponsored enterprise obligations 55,041 — ( 10,985 ) — 44,056 State and municipal obligations 789,579 — ( 68,392 ) — 721,187 Mortgage and asset-backed securities: Agency mortgage-backed securities 4,098,966 611 ( 669,011 ) — 3,430,566 Non-agency mortgage-backed securities 614,798 296 ( 48,968 ) — 566,126 Asset-backed securities 1,652,018 4,156 ( 30,892 ) — 1,625,282 Total mortgage and asset-backed securities 6,365,782 5,063 ( 748,871 ) — 5,621,974 Other debt securities 260,884 677 ( 10,466 ) — 251,095 Total $ 10,097,801 $ 22,425 $ ( 855,279 ) $ — $ 9,264,947 December 31, 2024 U.S. government and federal agency obligations $ 2,594,130 $ 2,981 $ ( 41,859 ) $ — $ 2,555,252 Government-sponsored enterprise obligations 55,425 — ( 12,576 ) — 42,849 State and municipal obligations 822,790 16 ( 79,915 ) — 742,891 Mortgage and asset-backed securities: Agency mortgage-backed securities 4,195,182 415 ( 750,706 ) — 3,444,891 Non-agency mortgage-backed securities 625,539 136 ( 56,986 ) — 568,689 Asset-backed securities 1,595,797 413 ( 39,195 ) — 1,557,015 Total mortgage and asset-backed securities 6,416,518 964 ( 846,887 ) — 5,570,595 Other debt securities 238,563 — ( 13,297 ) — 225,266 Total $ 10,127,426 $ 3,961 $ ( 994,534 ) $ — $ 9,136,853 24 Table of Contents The following table presents proceeds from sales of securities and the components of investment securities gains and losses which have been recognized in earnings. For the Three Months Ended March 31 (In thousands) 2025 2024 Proceeds from sales of securities: Available for sale debt securities $ — $ 25,494 Other investments 6,757 10,250 Total proceeds $ 6,757 $ 35,744 Investment securities gains (losses), net: Available for sale debt securities: Gains realized on sales $ 4 $ — Losses realized on sales — ( 8,470 ) Equity securities: Gains (losses) on equity securities, net ( 97 ) 142 Other: Gains realized on sales 1,071 969 Losses realized on sales ( 44 ) — Fair value adjustments, net ( 8,525 ) 7,100 Total investment securities gains (losses), net $ ( 7,591 ) $ ( 259 ) Net losses on investment securities for the three months ended March 31, 2025 were mainly comprised of net losses in fair value of $ 8.5 million recorded on private equity investments and net losses in fair value of $ 97 thousand of on equity investments. These losses were partially offset by net gains of $ 1.0 million on sales of private equity securities. Pledged securities At March 31, 2025, securities totaling $ 6.3 billion in fair value were pledged to secure public fund deposits, securities sold under agreements to repurchase, trust funds, and borrowings at the FRB and FHLB, compared to $ 6.9 billion at December 31, 2024. Excluding obligations of various government-sponsored enterprises such as FNMA, FHLB and FHLMC, no investment in a single issuer exceeded 10 % of stockholders’ equity. 25 Table of Contents 4. Goodwill and Other Intangible Assets The following table presents information about the Company's intangible assets which have estimable useful lives. March 31, 2025 December 31, 2024 (In thousands) Gross Carrying Amount Accumulated Amortization Valuation Allowance Net Amount Gross Carrying Amount Accumulated Amortization Valuation Allowance Net Amount Amortizable intangible assets: Core deposit premium $ 5,550 $ ( 5,325 ) $ — $ 225 $ 5,550 $ ( 5,286 ) $ — $ 264 Mortgage servicing rights 13,636 ( 4,020 ) — 9,616 13,673 ( 3,905 ) — 9,768 Total $ 19,186 $ ( 9,345 ) $ — $ 9,841 $ 19,223 $ ( 9,191 ) $ — $ 10,032 Aggregate amortization expense on intangible assets was $ 338 thousand and $ 331 thousand for the three month periods ended March 31, 2025 and 2024, respectively. The following table shows the estimated annual amortization expense for the next five fiscal years. This expense is based on existing asset balances and the interest rate environment as of March 31, 2025. The Company’s actual amortization expense in any given period may be different from the estimated amounts depending upon the acquisition of intangible assets, changes in mortgage interest rates, prepayment rates and other market conditions. (In thousands) 2025 $ 1,258 2026 1,101 2027 951 2028 824 2029 741 Changes in the carrying amount of goodwill and other intangible assets for the three month period ended March 31, 2025 are as follows: (In thousands) Goodwill Easement Core Deposit Premium Mortgage Servicing Rights Balance January 1, 2025 $ 146,539 $ 3,600 $ 264 $ 9,768 Originations, net of disposals — — — 147 Amortization — — ( 39 ) ( 299 ) Balance March 31, 2025 $ 146,539 $ 3,600 $ 225 $ 9,616 Goodwill allocated to the Company’s operating segments at March 31, 2025 and December 31, 2024 is shown below. (In thousands) March 31, 2025 December 31, 2024 Consumer segment $ 70,721 $ 70,721 Commercial segment 75,072 75,072 Wealth segment 746 746 Total goodwill $ 146,539 $ 146,539 26 Table of Contents 5. Guarantees The Company, as a provider of financial services, routinely issues financial guarantees in the form of financial and performance standby letters of credit. Standby letters of credit are contingent commitments issued by the Company generally to guarantee the payment or performance obligation of a customer to a third party. While these represent a potential outlay by the Company, a significant amount of the commitments may expire without being drawn upon. The Company has recourse against the customer for any amount it is required to pay to a third party under a standby letter of credit. The letters of credit are subject to the same credit policies, underwriting standards and approval process as loans made by the Company. Most of the standby letters of credit are secured, and in the event of nonperformance by customers, the Company has rights to the underlying collateral, which could include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities. Upon issuance of standby letters of credit, the Company recognizes a liability for the fair value of the obligation undertaken, which is estimated to be equivalent to the amount of fees received from the customer over the life of the agreement. At March 31, 2025, that net liability was $ 4.4 million, which will be accreted into income over the remaining life of the respective commitments. The contractual amount of these letters of credit, which represents the maximum potential future payments guaranteed by the Company, was $ 632.9 million at March 31, 2025. The Company periodically enters into credit risk participation agreements (RPAs) as a guarantor to other financial institutions, in order to mitigate those institutions’ credit risk associated with interest rate swaps with third parties. The RPA stipulates that, in the event of default by the third party on the interest rate swap, the Company will reimburse a portion of the loss borne by the financial institution. These interest rate swaps are normally collateralized (generally with real property, inventories and equipment) by the third party, which limits the credit risk associated with the Company’s RPAs. The third parties usually have other borrowing relationships with the Company. The Company monitors overall borrower collateral and at March 31, 2025, believes sufficient collateral is available to cover potential swap losses. The RPAs are carried at fair value throughout their term with all changes in fair value, including those due to a change in the third party’s creditworthiness, recorded in current earnings. The terms of the RPAs, which correspond to the terms of the underlying swaps, range from 1 to 15 years. At March 31, 2025, the fair value of the Company's guarantee liabilities for RPAs was $ 79 thousand, and the notional amount of the underlying swaps was $ 318.8 million. The maximum potential future payment guaranteed by the Company cannot be readily estimated but is dependent upon the fair value of the interest rate swaps at the time of default. 27 Table of Contents 6. Leases The Company has net investments in direct financing and sales-type leases to commercial, industrial, and tax-exempt entities. These leases are included within business loans on the Company's consolidated balance sheets. The Company primarily leases various types of equipment, trucks and trailers, and office furniture and fixtures. Lease agreements may include options for the lessee to renew or purchase the leased equipment at the end of the lease term. The Company has elected to adopt the lease component expedient in which the lease and nonlease components are combined into the total lease receivable. The Company also leases office space to third parties, and these leases are classified as operating leases. The leases may include options to renew or expand the leased space, and currently the leases have remaining terms of 3 months to 14 years. The following table provides the components of lease income. For the Three Months Ended March 31 (in thousands) 2025 2024 Direct financing and sales-type leases $ 9,843 $ 9,012 Operating leases (a) 4,297 4,132 Total lease income $ 14,140 $ 13,144 (a) Includes rent from Tower Properties Company, a related party, of $ 0 and $ 19 thousand for the three month periods ended March 31, 2025 and March 31, 2024, respectively. Tower Properties Company was no longer a lessee of the Company as of January 1, 2025. 7. Pension The amount of net pension cost is shown in the table below: For the Three Months Ended March 31 (In thousands) 2025 2024 Service cost $ 136 $ 97 Interest cost on projected benefit obligation 1,073 1,112 Expected return on plan assets ( 980 ) ( 1,019 ) Amortization of prior service cost — ( 45 ) Amortization of unrecognized net loss (gain) 229 280 Net periodic pension cost $ 458 $ 425 All benefits accrued under the Company’s defined benefit pension plan have been frozen since January 1, 2011. During the first three months of 2025, the Company made no funding contributions to its defined benefit pension plan and made minimal funding contributions to a supplemental executive retirement plan (the CERP), which carries no segregated assets. 28 Table of Contents 8. Common Stock * Presented below is a summary of the components used to calculate basic and diluted income per share. The Company applies the two-class method of computing income per share, as nonvested share-based awards that pay nonforfeitable common stock dividends are considered securities which participate in undistributed earnings with common stock. The two-class method requires the calculation of separate income per share amounts for the nonvested share-based awards and for common stock. Income per share attributable to common stock is shown in the table below. Nonvested share-based awards are further discussed in Note 13. For the Three Months Ended March 31 (In thousands, except per share data) 2025 2024 Basic income per common share: Net income attributable to Commerce Bancshares, Inc. $ 131,592 $ 112,663 Less income allocated to nonvested restricted stock 1,259 1,044 Net income allocated to common stock $ 130,333 $ 111,619 Weighted average common shares outstanding 132,917 135,494 Basic income per common share $ .98 $ .82 Diluted income per common share: Net income attributable to Commerce Bancshares, Inc. $ 131,592 $ 112,663 Less income allocated to nonvested restricted stock 1,258 1,043 Net income allocated to common stock $ 130,334 $ 111,620 Weighted average common shares outstanding 132,917 135,494 Net effect of the assumed exercise of stock-based awards - based on the treasury stock method using the average market price for the respective periods 155 151 Weighted average diluted common shares outstanding 133,072 135,645 Diluted income per common share $ .98 $ .82 Unexercised stock appreciation rights of 159 thousand and 371 thousand for the three month periods ended March 31, 2025 and 2024, respectively, were excluded from the computation of diluted income per common share because their inclusion would have been anti-dilutive. * All prior year share and per share amounts in this note have been restated for the 5% common stock dividend distributed in December 2024. 29 Table of Contents 9. Accumulated Other Comprehensive Income The table below shows the activity and accumulated balances for components of other comprehensive income. Information about unrealized gains and losses on securities can be found in Note 3, and information about unrealized gains and losses on cash flow hedge derivatives is located in Note 11. Unrealized Gains (Losses) on Securities (1) Pension Loss Unrealized Gains (Losses) on Cash Flow Hedge Derivatives (2) Total Accumulated Other Comprehensive Income (Loss) (In thousands) Balance January 1, 2025 $ ( 742,926 ) $ ( 12,059 ) $ ( 3,926 ) $ ( 758,911 ) Other comprehensive income (loss) before reclassifications to current earnings 157,722 — 10,366 168,088 Amounts reclassified to current earnings from accumulated other comprehensive income ( 4 ) 229 ( 2,533 ) ( 2,308 ) Current period other comprehensive income (loss), before tax 157,718 229 7,833 165,780 Income tax (expense) benefit ( 39,430 ) ( 57 ) ( 1,958 ) ( 41,445 ) Current period other comprehensive income (loss), net of tax 118,288 172 5,875 124,335 Balance March 31, 2025 $ ( 624,638 ) $ ( 11,887 ) $ 1,949 $ ( 634,576 ) Balance January 1, 2024 $ ( 915,001 ) $ ( 13,596 ) $ 37,185 $ ( 891,412 ) Other comprehensive income (loss) before reclassifications to current earnings ( 35,671 ) — ( 22,865 ) ( 58,536 ) Amounts reclassified to current earnings from accumulated other comprehensive income 8,469 235 ( 2,989 ) 5,715 Current period other comprehensive income (loss), before tax ( 27,202 ) 235 ( 25,854 ) ( 52,821 ) Income tax (expense) benefit 6,801 ( 59 ) 6,464 13,206 Current period other comprehensive income (loss), net of tax ( 20,401 ) 176 ( 19,390 ) ( 39,615 ) Balance March 31, 2024 $ ( 935,402 ) $ ( 13,420 ) $ 17,795 $ ( 931,027 ) (1) The pre-tax amounts reclassified from accumulated other comprehensive income to current earnings are included in "investment securities gains (losses), net" in the consolidated statements of income. (2) The pre-tax amounts reclassified from accumulated other comprehensive income to current earnings are included in "interest and fees on loans" in the consolidated statements of income. 10. Segments The Company segregates financial information for use in assessing its performance and allocating resources among three operating segments: Consumer, Commercial and Wealth. The Consumer segment consists of various consumer loan and deposit products offered through its retail branch network of approximately 140 locations. This segment also includes residential mortgage, indirect and other consumer loan financing businesses, along with debit and credit card loan and fee businesses. The Commercial segment provides corporate lending (including the Small Business Banking product line within the branch network), leasing, and international services, along with business and governmental deposit products and commercial cash management services. This segment also includes both merchant and commercial bank card products as well as the Commercial Tradable Products division, which sells fixed income securities, underwrites municipal bonds, and provides securities safekeeping and accounting services to its business and correspondent bank customers. The Wealth segment provides traditional trust and estate planning, advisory and discretionary investment management, and brokerage services. This segment also provides various loan and deposit related services to its private banking customers. The Company’s chief executive officer is its chief operating decision maker ("CODM"). The CODM is the primary individual in control of resource allocation, and the allocation determinations are made in consultation with the Company’s executive management committee, of which the CODM is a member. The Company’s CODM primarily utilizes net income before taxes to evaluate each segment’s performance and allocate resources (including employees, financial, or capital resources), primarily through the Company’s annual budgeting process and periodic segment performance reviews. To manage operations and make decisions regarding resource allocations, the CODM is regularly provided and reviews total non-interest expense at a consolidated level and total non-interest expense for each segment. 30 Table of Contents The following table presents selected financial information by segment and reconciliations of combined segment totals to consolidated totals. There were no material intersegment revenues between the three segments. Management periodically makes changes to methods of assigning costs and income to its business segments to better reflect operating results. If appropriate, these changes are reflected in prior year information presented below. (In thousands) Consumer Commercial Wealth Other/Elimination Consolidated Totals Three Months Ended March 31, 2025 Net interest income $ 125,385 $ 133,115 $ 22,159 $ ( 11,557 ) $ 269,102 Provision for credit losses ( 10,250 ) ( 532 ) — ( 3,705 ) ( 14,487 ) Non-interest income 23,987 69,599 64,039 1,324 158,949 Investment securities gains (losses), net — — — ( 7,591 ) ( 7,591 ) Non-interest expense ( 83,805 ) ( 103,244 ) ( 41,279 ) ( 10,048 ) ( 238,376 ) Income before income taxes $ 55,317 $ 98,938 $ 44,919 $ ( 31,577 ) $ 167,597 Three Months Ended March 31, 2024 Net interest income $ 128,157 $ 126,687 $ 23,198 $ ( 29,043 ) $ 248,999 Provision for loan losses ( 8,888 ) ( 41 ) 1 4,141 ( 4,787 ) Non-interest income 24,335 63,802 58,399 2,312 148,848 Investment securities gains (losses), net — — — ( 259 ) ( 259 ) Non-interest expense ( 80,717 ) ( 100,356 ) ( 39,551 ) ( 25,073 ) ( 245,697 ) Income before income taxes $ 62,887 $ 90,092 $ 42,047 $ ( 47,922 ) $ 147,104 Non-interest expense for the Consumer, Commercial, and Wealth segments above is primarily comprised of salaries, incentives, benefits, and allocated overhead costs for service and support. Non-interest expense for the segments also includes expenses for data processing and software, occupancy, and professional and other services. The information presented above was derived from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company. This information is based on internal management accounting procedures and methods, which have been developed to reflect the underlying economics of the businesses. The methodologies are applied in connection with funds transfer pricing and assignment of overhead costs among segments. Funds transfer pricing was used in the determination of net interest income by assigning a standard cost (credit) for funds used (provided by) assets and liabilities based on their maturity, prepayment and/or repricing characteristics. The segment activity, as shown above, includes both direct and allocated items. Amounts in the “Other/Elimination” column include activity not related to the segments, such as that relating to administrative functions, the investment securities portfolio, and the effect of certain expense allocations to the segments. The provision for credit losses in this category contains the difference between net loan charge-offs assigned directly to the segments and the recorded provision for credit loss expense. Included in this category’s net interest income are earnings of the investment portfolio, which are not allocated to a segment. Additionally, interest expense on the Company's brokered certificates of deposit is included in this column, as the Company's brokered certificates of deposit are not allocated to a segment. The performance measurement of the operating segments is based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution. The information is also not necessarily indicative of the segments' financial condition and results of operations if they were independent entities. 11. Derivative Instruments The notional amounts of the Company’s derivative instruments are shown in the table below. These contractual amounts, along with other terms of the derivative, are used to determine amounts to be exchanged between counterparties and are not a measure of loss exposure. The Company's derivatives are not accounted for as accounting hedges except for the interest rate floors, as discussed below. 31 Table of Contents (In thousands) March 31, 2025 December 31, 2024 Interest rate swaps $ 1,966,263 $ 2,065,400 Interest rate floors 2,000,000 2,000,000 Interest rate caps 58,060 37,488 Credit risk participation agreements 493,988 503,196 Foreign exchange contracts 14,849 16,978 Mortgage loan commitments 4,705 3,060 Mortgage loan forward sale contracts 476 1,759 Forward TBA contracts 5,000 3,500 Total notional amount $ 4,543,341 $ 4,631,381 Interest rate swap contracts are sold to commercial customers who wish to modify their interest rate sensitivity. The customers are engaged in a variety of businesses, including real estate, manufacturing, retail product distribution, education, and retirement communities. These interest rate swap contracts with customers are offset by matching interest rate swap contracts purchased by the Company from other financial institutions (dealers). Contracts with dealers that require central clearing are novated to a clearing agency who becomes the Company's counterparty. Because of the matching terms of the offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in fair value subsequent to initial recognition have a minimal effect on earnings. Many of the Company’s interest rate swap contracts with large financial institutions contain contingent features relating to debt ratings or capitalization levels. Under these provisions, if the Company’s debt rating falls below investment grade or if the Company ceases to be “well-capitalized” under risk-based capital guidelines, certain counterparties can require immediate and ongoing collateralization on interest rate swaps in net liability positions or instant settlement of the contracts. The Company maintains debt ratings and capital well above these minimum requirements. As of March 31, 2025, the Company held four interest rate floors indexed to 1-month SOFR to hedge the risk of declining interest rates on certain floating rate commercial loans. The floors have a combined notional value of $2.0 billion and are forward-starting. Each of the four interest rate floors has a six-year term and a notional amount of $500.0 million. In the event that the index rate falls below zero, the maximum rate that the Company can earn on the notional amount of each floor is limited to the strike rate. Information about the floors is provided in the table below. Strike Rate Effective Date Maturity Date 3.50 % July 1, 2024 July 1, 2030 3.25 % November 1, 2024 November 1, 2030 3.00 % March 1, 2025 March 1, 2031 2.75 % July 1, 2025 July 1, 2031 The premium paid for the floors totaled $ 90.2 million. At March 31, 2025, the maximum length of time over which the Company is hedging its exposure to lower rates is approximately 6.3 years. These interest rate floors qualified and were designated as cash flow hedges and were assessed for effectiveness using regression analysis. The change in the fair value of these interest rate floors is recorded in AOCI, net of the amortization of the premiums paid, which are recorded against interest and fees on loans in the consolidated statements of income. As of March 31, 2025, net deferred losses on the interest rate floors totaled $ 21.4 million (pre-tax) and were recorded in AOCI in the consolidated balance sheet. As of March 31, 2025, it is expected that $ 11.5 million (pre-tax) interest rate floor premium amortization will be reclassified from AOCI into earnings over the next 12 months for the outstanding interest rate floors. During the year ended December 31, 2020, the Company monetized three interest rate floors that were previously classified as cash flow hedges with a combined notional balance of $ 1.5 billion and an asset fair value of $ 163.2 million. As of March 31, 2025, the total realized gains on the monetized cash flow hedges remaining in AOCI was $ 24.0 million (pre-tax), which will be reclassified into interest income over the next 1.7 years. The estimated amount of net gains related to the cash flow hedges remaining in AOCI at March 31, 2025 that is expected to be reclassified into income within the next 12 months is $ 18.4 million. 32 Table of Contents The Company also contracts with other financial institutions, as a guarantor or beneficiary, to share credit risk associated with certain interest rate swaps through risk participation agreements. The Company’s risks and responsibilities as guarantor are further discussed in Note 5 on Guarantees. In addition, the Company enters into foreign exchange contracts, which are mainly comprised of contracts with customers to purchase or deliver specific foreign currencies at specific future dates. Under its program to sell residential mortgage loans in the secondary market, the Company designates certain newly-originated residential mortgage loans as held for sale. Derivative instruments arising from this activity include mortgage loan commitments and forward loan sale contracts. Changes in the fair values of the loan commitments and funded loans prior to sale that are due to changes in interest rates are economically hedged with forward contracts to sell residential mortgage-backed securities in the to-be-announced (TBA) market. These forward TBA contracts are also considered to be derivatives and are settled in cash at the security settlement date. The fair values of the Company's derivative instruments, whose notional amounts are listed above, are shown in the table below. Information about the valuation methods used to determine fair value is provided in Note 15 on Fair Value Measurements. The Company's policy is to present its derivative assets and derivative liabilities on a gross basis on its consolidated balance sheets, and these are reported in other assets and other liabilities. In prior years, certain collateral posted to and from the Company's clearing counterparty has been applied to the fair values of the cleared swap. There was no reduction to positive or negative fair values of cleared swaps at March 31, 2025 and December 31, 2024. Asset Derivatives Liability Derivatives Mar. 31, 2025 Dec. 31, 2024 Mar. 31, 2025 Dec. 31, 2024 (In thousands ) Fair Value Fair Value Derivatives designated as hedging instruments: Interest rate floors $ 45,910 $ 35,544 $ — $ — Total derivatives designated as hedging instruments $ 45,910 $ 35,544 $ — $ — Derivative instruments not designated as hedging instruments: Interest rate swaps $ 22,993 $ 26,759 $ ( 22,993 ) $ ( 26,759 ) Interest rate caps 17 44 ( 17 ) ( 44 ) Credit risk participation agreements 48 35 ( 79 ) ( 58 ) Foreign exchange contracts 263 179 ( 217 ) ( 101 ) Mortgage loan commitments 102 58 — — Mortgage loan forward sale contracts 4 14 — — Forward TBA contracts 2 15 ( 6 ) ( 1 ) Total derivatives not designated as hedging instruments $ 23,429 $ 27,104 $ ( 23,312 ) $ ( 26,963 ) Total $ 69,339 $ 62,648 $ ( 23,312 ) $ ( 26,963 ) 33 Table of Contents The Company made an election to exclude the initial premiums paid on the interest rate floors from the hedge effectiveness measurement. Those initial premiums are amortized over the periods between the premium payment month and the contract maturity month. The pre-tax effects of the gains and losses (both the included and excluded amounts for hedge effectiveness assessment) recognized in the other comprehensive income from the cash flow hedging instruments and the amounts reclassified from accumulated other comprehensive income into income (both included and excluded amounts for hedge effectiveness measurement) are shown in the table below. Amount of Gain or (Loss) Recognized in OCI Location of Gain (Loss) Reclassified from AOCI into Income Amount of Gain (Loss) Reclassified from AOCI into Income (In thousands) Total Included Component Excluded Component Total Included Component Excluded Component For the Three Months Ended March 31, 2025 Derivatives in cash flow hedging relationships: Interest rate floors $ 10,366 $ 647 $ 9,719 Interest and fees on loans $ 2,533 $ 6,697 $ ( 4,164 ) Total $ 10,366 $ 647 $ 9,719 Total $ 2,533 $ 6,697 $ ( 4,164 ) For the Three Months Ended March 31, 2024 Derivatives in cash flow hedging relationships: Interest rate floors $ ( 22,865 ) $ ( 9,977 ) $ ( 12,888 ) Interest and fees on loans $ 2,989 $ 7,199 $ ( 4,210 ) Total $ ( 22,865 ) $ ( 9,977 ) $ ( 12,888 ) Total $ 2,989 $ 7,199 $ ( 4,210 ) The gain and loss recognized through various derivative instruments on the consolidated statements of income are shown in the table below. Location of Gain or (Loss) Recognized in Consolidated Statements of Income Amount of Gain or (Loss) Recognized in Income on Derivatives For the Three Months Ended March 31 (In thousands) 2025 2024 Derivative instruments: Interest rate swaps Other non-interest income $ 105 $ 126 Credit risk participation agreements Other non-interest income ( 8 ) 26 Foreign exchange contracts Other non-interest income ( 32 ) 38 Mortgage loan commitments Loan fees and sales 44 15 Mortgage loan forward sale contracts Loan fees and sales ( 10 ) ( 8 ) Forward TBA contracts Loan fees and sales ( 65 ) 6 Total $ 34 $ 203 The following table shows the extent to which assets and liabilities relating to derivative instruments have been offset in the consolidated balance sheets. It also provides information about these instruments which are subject to an enforceable master netting arrangement, irrespective of whether they are offset, and the extent to which the instruments could potentially be offset. Also shown is collateral received or pledged in the form of other financial instruments, which is generally cash or marketable securities. The collateral amounts in this table are limited to the outstanding balances of the related asset or liability (after netting is applied); thus, amounts of excess collateral are not shown. Most of the derivatives in the following table were transacted under master netting arrangements that contain a conditional right of offset, such as close-out netting, upon default. While the Company is party to master netting arrangements with most of its swap derivative counterparties, the Company does not offset derivative assets and liabilities under these agreements on its consolidated balance sheets. Collateral exchanged between the Company and dealer bank counterparties is generally subject to thresholds and transfer minimums, and usually consists of marketable securities. By contract, these may be sold or re-pledged by the secured party until recalled at a subsequent valuation date by the pledging party. For those swap transactions requiring central clearing, the Company posts cash or securities to its clearing agent. Collateral positions are valued daily, and adjustments to amounts received and pledged by the Company are made as appropriate to maintain proper collateralization for these transactions. Swap derivative transactions with customers are generally secured by rights to non-financial collateral, such as real and personal property, which is not shown in the table below. 34 Table of Contents Gross Amounts Not Offset in the Balance Sheet (In thousands) Gross Amount Recognized Gross Amounts Offset in the Balance Sheet Net Amounts Presented in the Balance Sheet Financial Instruments Available for Offset Collateral Received/ Pledged Net Amount March 31, 2025 Assets: Derivatives subject to master netting agreements $ 69,099 $ — $ 69,099 $ ( 7,796 ) $ ( 51,921 ) $ 9,382 Derivatives not subject to master netting agreements 240 — 240 Total derivatives $ 69,339 $ — $ 69,339 Liabilities: Derivatives subject to master netting agreements $ 23,041 $ — $ 23,041 $ ( 7,796 ) $ — $ 15,245 Derivatives not subject to master netting agreements 271 — 271 Total derivatives $ 23,312 $ — $ 23,312 December 31, 2024 Assets: Derivatives subject to master netting agreements $ 62,437 $ — $ 62,437 $ ( 3,780 ) $ ( 54,620 ) $ 4,037 Derivatives not subject to master netting agreements 211 — 211 Total derivatives $ 62,648 $ — $ 62,648 Liabilities: Derivatives subject to master netting agreements $ 26,848 $ — $ 26,848 $ ( 3,780 ) $ — $ 23,068 Derivatives not subject to master netting agreements 115 — 115 Total derivatives $ 26,963 $ — $ 26,963 12. Resale and Repurchase Agreements The Company regularly enters into resale and repurchase agreement transactions with other financial institutions and with its own customers. Resale and repurchase agreements are agreements to purchase/sell securities subject to an obligation to resell/repurchase the same or similar securities. They are accounted for as secured lending and collateralized borrowing (e.g. financing transactions), not as true sales and purchases of the underlying collateral securities. Some of the resale and repurchase agreements were transacted under master netting arrangements that contain a conditional right of offset, such as close-out netting, upon default. The security collateral accepted or pledged in resale and repurchase agreements with other financial institutions may be sold or re-pledged by the secured party, but is usually delivered to and held by third party trustees. The Company generally retains custody of securities pledged for repurchase agreements with its customers. 35 Table of Contents The following table shows the extent to which resale agreement assets and repurchase agreement liabilities with the same counterparty have been offset on the consolidated balance sheets, in addition to the extent to which they could potentially be offset. Also shown is collateral received or pledged, which consists of marketable securities. The collateral amounts in the table are limited to the outstanding balances of the related asset or liability (after offsetting is applied); thus amounts of excess collateral are not shown. Gross Amounts Not Offset in the Balance Sheet (In thousands) Gross Amount Recognized Gross Amounts Offset in the Balance Sheet Net Amounts Presented in the Balance Sheet Financial Instruments Available for Offset Securities Collateral Received/Pledged Unsecured Amount March 31, 2025 Total resale agreements, subject to master netting arrangements $ 850,000 $ — $ 850,000 $ — $ ( 850,000 ) $ — Total repurchase agreements, subject to master netting arrangements 2,267,666 — 2,267,666 — ( 2,267,666 ) — December 31, 2024 Total resale agreements, subject to master netting arrangements $ 625,000 $ — $ 625,000 $ — $ ( 625,000 ) $ — Total repurchase agreements, subject to master netting arrangements 2,803,043 — 2,803,043 — ( 2,803,043 ) — The table below shows the remaining contractual maturities of repurchase agreements outstanding at March 31, 2025 and December 31, 2024, in addition to the various types of marketable securities that have been pledged by the Company as collateral for these borrowings. Remaining Contractual Maturity of the Agreements (In thousands) Overnight and continuous Up to 90 days Greater than 90 days Total March 31, 2025 Repurchase agreements, secured by: U.S. government and federal agency obligations $ 420,128 $ — $ — $ 420,128 Government-sponsored enterprise obligations 10,526 — — 10,526 Agency mortgage-backed securities 1,322,624 4,350 30,000 1,356,974 Non-agency mortgage-backed securities 37,649 — — 37,649 Asset-backed securities 323,769 18,227 31,131 373,127 Other debt securities 69,262 — — 69,262 Total repurchase agreements, gross amount recognized $ 2,183,958 $ 22,577 $ 61,131 $ 2,267,666 December 31, 2024 Repurchase agreements, secured by: U.S. government and federal agency obligations $ 518,937 $ — $ — $ 518,937 Government-sponsored enterprise obligations 9,969 — — 9,969 Agency mortgage-backed securities 1,641,156 9,600 22,250 1,673,006 Non-agency mortgage-backed securities 24,273 — — 24,273 Asset-backed securities 462,841 30,623 18,227 511,691 Other debt securities 65,167 — — 65,167 Total repurchase agreements, gross amount recognized $ 2,722,343 $ 40,223 $ 40,477 $ 2,803,043 36 Table of Contents 13. Stock-Based Compensation The Company issues stock-based compensation in the form of nonvested restricted stock and stock appreciation rights (SARs). Historically, most of the awards have been issued during the first quarter of each year. The stock-based compensation expense charged against income was $ 4.4 million and $ 4.3 million in the three months ended March 31, 2025 and 2024, respectively. Nonvested stock awards granted generally vest in 4 to 7 years and contain restrictions as to transferability, sale, pledging, or assigning, among others, prior to the end of the vesting period. Dividend and voting rights are conferred upon grant. A summary of the status of the Company’s nonvested share awards as of March 31, 2025, and changes during the three month period then ended, is presented below. Shares Weighted Average Grant Date Fair Value Nonvested at January 1, 2025 1,252,653 $ 55.41 Granted 278,551 65.42 Vested ( 224,481 ) 55.56 Forfeited ( 11,380 ) 54.84 Nonvested at March 31, 2025 1,295,343 $ 57.55 SARs are granted with exercise prices equal to the market price of the Company’s stock at the date of grant. SARs vest ratably over 4 years of continuous service and have contractual terms of 10 years. All SARs must be settled in stock under provisions of the plan. In determining compensation cost, the Black-Scholes option-pricing model is used to estimate the fair value of SARs on date of grant. The current year per share average fair value and the model assumptions are shown in the table below. Weighted per share average fair value at grant date $ 19.72 Assumptions: Dividend yield 1.7 % Volatility 29.6 % Risk-free interest rate 4.1 % Expected term 6.0 years A summary of SAR activity during the first three months of 2025 is presented below. (Dollars in thousands, except per share data) Rights Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at January 1, 2025 841,962 $ 48.90 Granted 38,770 64.93 Forfeited ( 384 ) 56.67 Expired ( 530 ) 49.03 Exercised ( 42,981 ) 37.78 Outstanding at March 31, 2025 836,837 $ 50.21 5.4 years $ 10,164 37 Table of Contents 14. Revenue from Contracts with Customers Revenue from contracts with customers, Accounting Standard Codification 606 ("ASC 606"), requires revenue recognition for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. For the three months ended March 31, 2025, approximately 63 % of the Company’s total revenue was comprised of net interest income, which is not within the scope of this guidance. Of the remaining revenue, those items that were subject to this guidance mainly included fees for bank card, trust, deposit account services and consumer brokerage services. The following table disaggregates revenue from contracts with customers by major product line. Three Months Ended March 31 (In thousands) 2025 2024 Trust fees $ 56,592 $ 51,105 Bank card transaction fees 45,593 46,930 Deposit account charges and other fees 26,622 24,151 Consumer brokerage services 4,785 4,408 Other non-interest income 14,391 10,516 Total non-interest income from contracts with customers 147,983 137,110 Other non-interest income (1) 10,966 11,738 Total non-interest income $ 158,949 $ 148,848 (1) This revenue is not within the scope of ASC 606, and includes fees relating to bond trading activities, loan fees and sales, derivative instruments, standby letters of credit and various other transactions. For bank card transaction fees, nearly all of debit and credit card fees are earned in the Consumer segment, while corporate card and merchant fees are earned in the Commercial segment. The Consumer and Commercial segments contributed approximately 28 % and 72 %, respectively, of the Company's deposit account charge revenue. All trust fees and nearly all consumer brokerage services income were earned in the Wealth segment. The following table presents the opening and closing receivable balances for the three month periods ended March 31, 2025 and 2024 for the Company’s significant revenue from contracts with customers. (In thousands) March 31, 2025 December 31, 2024 March 31, 2024 December 31, 2023 Bank card transaction fees $ 14,538 $ 17,754 $ 15,673 $ 18,069 Trust fees 1,787 2,165 2,506 1,764 Deposit account charges and other fees 7,549 7,897 6,156 6,588 Consumer brokerage services — — — 8 For these revenue categories, none of the transaction price has been allocated to performance obligations that are unsatisfied as of the end of a reporting period. 38 Table of Contents 15. Fair Value Measurements The Company uses fair value measurements to record fair value adjustments to certain financial and nonfinancial assets and liabilities and to determine fair value disclosures. Various financial instruments such as available for sale debt securities, equity securities, trading debt securities, certain investments relating to private equity activities, and derivatives are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets and liabilities on a nonrecurring basis, such as mortgage servicing rights and certain other investment securities. These nonrecurring fair value adjustments typically involve lower of cost or fair value accounting or write-downs of individual assets. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, the Company uses various valuation techniques and assumptions when estimating fair value. For accounting disclosure purposes, a three-level valuation hierarchy of fair value measurements has been established. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: • Level 1 – inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. • Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and inputs that are observable for the assets or liabilities, either directly or indirectly (such as interest rates, yield curves, and prepayment speeds). • Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value. These may be internally developed, using the Company’s best information and assumptions that a market participant would consider. The valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis are described in the Fair Value Measurements note in the Company's 2024 Annual Report on Form 10-K. There have been no significant changes in these methodologies since then. 39 Table of Contents Instruments Measured at Fair Value on a Recurring Basis The table below presents the March 31, 2025 and December 31, 2024 carrying values of assets and liabilities measured at fair value on a recurring basis. There were no transfers among levels during the first three months of 2025 or the year ended December 31, 2024. Fair Value Measurements Using (In thousands) Total Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) March 31, 2025 Assets: Residential mortgage loans held for sale $ 2,702 $ — $ 2,702 $ — Available for sale debt securities: U.S. government and federal agency obligations 2,626,635 2,626,635 — — Government-sponsored enterprise obligations 44,056 — 44,056 — State and municipal obligations 721,187 — 720,240 947 Agency mortgage-backed securities 3,430,566 — 3,430,566 — Non-agency mortgage-backed securities 566,126 — 566,126 — Asset-backed securities 1,625,282 — 1,625,282 — Other debt securities 251,095 — 251,095 — Trading debt securities 56,569 10,325 46,244 — Equity securities 48,951 48,951 — — Private equity investments 175,618 — — 175,618 Derivatives * 69,339 — 69,189 150 Assets held in trust for deferred compensation plan 20,873 20,873 — — Total assets 9,638,999 2,706,784 6,755,500 176,715 Liabilities: Derivatives * 23,312 — 23,233 79 Liabilities held in trust for deferred compensation plan 20,873 20,873 — — Total liabilities $ 44,185 $ 20,873 $ 23,233 $ 79 December 31, 2024 Assets: Residential mortgage loans held for sale $ 2,981 $ — $ 2,981 $ — Available for sale debt securities: U.S. government and federal agency obligations 2,555,252 2,555,252 — — Government-sponsored enterprise obligations 42,849 — 42,849 — State and municipal obligations 742,891 — 741,927 964 Agency mortgage-backed securities 3,444,891 — 3,444,891 — Non-agency mortgage-backed securities 568,689 — 568,689 — Asset-backed securities 1,557,015 — 1,557,015 — Other debt securities 225,266 — 225,266 — Trading debt securities 38,034 10,219 27,815 — Equity securities 48,359 48,359 — — Private equity investments 184,386 — — 184,386 Derivatives * 62,648 — 62,555 93 Assets held in trust for deferred compensation plan 21,849 21,849 — — Total assets 9,495,110 2,635,679 6,673,988 185,443 Liabilities: Derivatives * 26,963 — 26,905 58 Liabilities held in trust for deferred compensation plan 21,849 21,849 — — Total liabilities $ 48,812 $ 21,849 $ 26,905 $ 58 * The fair value of each class of derivative is shown in Note 11. 40 Table of Contents The changes in the Company's Level 3 assets and liabilities measured at fair value on a recurring basis are summarized as follows: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (In thousands) State and Municipal Obligations Private Equity Investments Total For the three months ended March 31, 2025 Balance January 1, 2025 $ 964 $ 184,386 $ 185,350 Total gains (losses) realized/unrealized: Included in earnings — ( 8,525 ) ( 8,525 ) Included in other comprehensive income * ( 18 ) — ( 18 ) Discount accretion 1 — 1 Purchases of private equity investments — 5,698 5,698 Sale/pay down of private equity investments — ( 5,958 ) ( 5,958 ) Capitalized interest/dividends — 17 17 Balance at March 31, 2025 $ 947 $ 175,618 $ 176,565 Total gains (losses) for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at March 31, 2025 $ — $ ( 8,525 ) $ ( 8,525 ) *Total gains (losses) for the three months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at March 31, 2025 $ ( 18 ) $ — $ ( 18 ) For the three months ended March 31, 2024 Balance January 1, 2024 $ 947 $ 176,667 $ 177,614 Total gains (losses) realized/unrealized: Included in earnings — 7,100 7,100 Included in other comprehensive income * 9 — 9 Purchases of private equity investments — 9,477 9,477 Sale/pay down of private equity investments — ( 9,400 ) ( 9,400 ) Capitalized interest/dividends — ( 138 ) ( 138 ) Balance at March 31, 2024 $ 956 $ 183,706 $ 184,662 Total gains (losses) for the three months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at March 31, 2024 $ — $ 7,100 $ 7,100 *Total gains (losses) for the three months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at March 31, 2024 $ 9 $ — $ 9 * Included in "net unrealized gains (losses) on available for sale debt securities" in the consolidated statements of comprehensive income. Gains and losses included in earnings for the Company's Level 3 assets and liabilities in the previous table are reported in the following line items in the consolidated statements of income: (In thousands) Investment Securities Gains (Losses), Net For the three months ended March 31, 2025 Total gains or losses included in earnings $ ( 8,525 ) Change in unrealized gains or losses relating to assets still held at March 31, 2025 $ ( 8,525 ) For the three months ended March 31, 2024 Total gains or losses included in earnings $ 7,100 Change in unrealized gains or losses relating to assets still held at March 31, 2024 $ 7,100 41 Table of Contents Level 3 Inputs The Company's Level 3 measurements at March 31, 2025, which employ unobservable inputs that are readily quantifiable, pertain to investments in portfolio concerns held by the Company's private equity subsidiaries. Information about these inputs is presented in the table below. Quantitative Information about Level 3 Fair Value Measurements Weighted Valuation Technique Unobservable Input Range Average* Private equity investments Market comparable companies EBITDA multiple 3.8 - 6.0 5.0 * Unobservable inputs were weighted by the relative fair value of the instruments. Instruments Measured at Fair Value on a Nonrecurring Basis For assets measured at fair value on a nonrecurring basis during the first three months of 2025 and 2024, and still held as of March 31, 2025 and 2024, the following table provides the adjustments to fair value recognized during the respective periods, the level of valuation inputs used to determine each adjustment, and the carrying value of the related individual assets or portfolios at March 31, 2025 and 2024. Fair Value Measurements Using (In thousands) Fair Value Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) Recognized During the Three Months Ended March 31 March 31, 2025 Collateral dependent loans $ 3,940 $ — $ — $ 3,940 $ ( 400 ) Foreclosed assets 112 — — 112 ( 55 ) March 31, 2024 Collateral dependent loans $ 63 $ — $ — $ 63 $ ( 32 ) 42 Table of Contents 16. Fair Value of Financial Instruments The carrying amounts and estimated fair values of financial instruments held by the Company are set forth below. Fair value estimates are made at a specific point in time based on relevant market information. They do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for many of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, risk characteristics and economic conditions. These estimates are subjective, involve uncertainties, and cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The estimated fair values of the Company’s financial instruments and the classification of their fair value measurement within the valuation hierarchy are as follows at March 31, 2025 and December 31, 2024: Carrying Amount Estimated Fair Value at March 31, 2025 (In thousands) Level 1 Level 2 Level 3 Total Financial Assets Loans: Business $ 6,239,276 $ — $ — $ 6,150,944 $ 6,150,944 Real estate - construction and land 1,419,572 — — 1,394,466 1,394,466 Real estate - business 3,628,635 — — 3,556,181 3,556,181 Real estate - personal 3,047,809 — — 2,730,015 2,730,015 Consumer 2,116,160 — — 2,098,352 2,098,352 Revolving home equity 356,675 — — 353,533 353,533 Consumer credit card 568,163 — — 518,592 518,592 Overdrafts 3,131 — — 3,003 3,003 Total loans 17,379,421 — — 16,805,086 16,805,086 Loans held for sale 2,890 — 2,890 — 2,890 Investment securities 9,591,837 2,685,911 6,683,609 222,317 9,591,837 Securities purchased under agreements to resell 850,000 — — 865,070 865,070 Interest earning deposits with banks 2,756,521 2,756,521 — — 2,756,521 Cash and due from banks 517,332 517,332 — — 517,332 Derivative instruments 69,339 — 69,189 150 69,339 Assets held in trust for deferred compensation plan 20,873 20,873 — — 20,873 Total $ 31,188,213 $ 5,980,637 $ 6,755,688 $ 17,892,623 $ 30,628,948 Financial Liabilities Non-interest bearing deposits $ 7,518,243 $ 7,518,243 $ — $ — $ 7,518,243 Savings, interest checking and money market deposits 15,975,283 15,975,283 — — 15,975,283 Certificates of deposit 2,348,271 — — 2,373,983 2,373,983 Federal funds purchased 132,370 132,370 — — 132,370 Securities sold under agreements to repurchase 2,267,666 — — 2,270,404 2,270,404 Other borrowings 17,659 14,746 2,913 — 17,659 Derivative instruments 23,312 — 23,233 79 23,312 Liabilities held in trust for deferred compensation plan 20,873 20,873 — — 20,873 Total $ 28,303,677 $ 23,661,515 $ 26,146 $ 4,644,466 $ 28,332,127 43 Table of Contents Carrying Amount Estimated Fair Value at December 31, 2024 (In thousands) Level 1 Level 2 Level 3 Total Financial Assets Loans: Business $ 6,053,820 $ — $ — $ 5,943,565 $ 5,943,565 Real estate - construction and land 1,409,901 — — 1,384,029 1,384,029 Real estate - business 3,661,218 — — 3,558,862 3,558,862 Real estate - personal 3,058,195 — — 2,738,880 2,738,880 Consumer 2,073,123 — — 2,053,191 2,053,191 Revolving home equity 356,650 — — 353,731 353,731 Consumer credit card 595,930 — — 549,874 549,874 Overdrafts 11,266 — — 11,120 11,120 Total loans 17,220,103 — — 16,593,252 16,593,252 Loans held for sale 3,242 — 3,242 — 3,242 Investment securities 9,453,297 2,613,830 6,608,452 231,015 9,453,297 Federal funds sold 3,000 3,000 — — 3,000 Securities purchased under agreements to resell 625,000 — — 622,021 622,021 Interest earning deposits with banks 2,624,553 2,624,553 — — 2,624,553 Cash and due from banks 748,357 748,357 — — 748,357 Derivative instruments 62,648 — 62,555 93 62,648 Assets held in trust for deferred compensation plan 21,849 21,849 — — 21,849 Total $ 30,762,049 $ 6,011,589 $ 6,674,249 $ 17,446,381 $ 30,132,219 Financial Liabilities Non-interest bearing deposits $ 8,150,669 $ 8,150,669 $ — $ — $ 8,150,669 Savings, interest checking and money market deposits 14,754,571 14,754,571 — — 14,754,571 Certificates of deposit 2,388,404 — — 2,409,537 2,409,537 Federal funds purchased 123,715 123,715 — — 123,715 Securities sold under agreements to repurchase 2,803,043 — — 2,806,428 2,806,428 Derivative instruments 26,963 — 26,905 58 26,963 Liabilities held in trust for deferred compensation plan 21,849 21,849 — — 21,849 Total $ 28,269,214 $ 23,050,804 $ 26,905 $ 5,216,023 $ 28,293,732 17. Legal and Regulatory Proceedings The Company has various legal proceedings pending at March 31, 2025, arising in the normal course of business. While some matters pending against the Company specify damages claimed by plaintiffs, others do not seek a specified amount of damages or are at early stages of the legal process. The Company records a loss accrual for all legal and regulatory matters for which it deems a loss is probable and can be reasonably estimated. Some matters, which are in the early stages, have not yet progressed to the point where a loss amount can be determined to be probable and estimable. 44 Table of Contents