What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-06 compared with 2025-05-06 · 344 added, 185 removed, 1294 unchanged (29% of the section changed)

8 unchanged sentences

Net loans 17,500,208 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)

Loans held for sale (including $ 3,488,000 and $ 2,981,000 of residential mortgage loans carried at fair value at June 30, 2025 and December 31, 2024, respectively)

Investment securities:

Available for sale debt, at fair value (amortized cost of $ 9,680,135,000 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)

June 30, 2025 and December 31, 2024, respectively, and allowance for credit losses of $ —

at both June 30, 2025 and December 31, 2024)

8,915,779 9,136,853

26 unchanged sentences

Authorized 190,000,000 ;

issued 135,210,812 shares at both March 31, 2025 and December 31, 2024

issued 135,210,812 shares at both June 30, 2025 and December 31, 2024

676,054 676,054

1 unchanged sentence

Retained earnings 255,938 45,494

Treasury stock of 1,353,720 shares at March 31, 2025

Treasury stock of 1,530,278 shares at June 30, 2025

and 784,203 shares at December 31, 2024, at cost

10 unchanged sentences

CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended March 31

For the Three Months Ended June 30 For the Six Months Ended June 30

(In thousands, except per share data) 2025 2024 2025 2024

52 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended March 31

For the Three Months Ended June 30 For the Six Months Ended June 30

(In thousands) 2025 2024 2025 2024

13 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Three Months Ended March 31, 2025 and 2024

Three Months Ended June 30, 2025 and 2024

Commerce Bancshares, Inc.

1 unchanged sentence

Common Stock Capital Surplus Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Non-Controlling Interest Total

Balance December 31, 2024

Balance March 31, 2025

$ 676,054 $ 3,381,960 $ 140,220 $ ( 85,871 ) $ ( 634,576 ) $ 20,615 $ 3,498,402

9 unchanged sentences

( 36,761 ) ( 36,761 )

Balance March 31, 2025

Balance June 30, 2025

$ 676,054 $ 3,386,218 $ 255,938 $ ( 96,589 ) $ ( 581,049 ) $ 19,542 $ 3,660,114

Balance December 31, 2023

Balance March 31, 2024

$ 655,322 $ 3,148,649 $ 130,706 $ ( 59,674 ) $ ( 931,027 ) $ 19,913 $ 2,963,889

9 unchanged sentences

( 34,960 ) ( 34,960 )

Balance March 31, 2024

Balance June 30, 2024

$ 655,322 $ 3,153,107 $ 235,299 $ ( 98,176 ) $ ( 807,817 ) $ 20,600 $ 3,158,335

2 unchanged sentences

and Subsidiaries

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Six Months Ended June 30, 2025 and 2024

Commerce Bancshares, Inc.

(In thousands, except per share data)

Common Stock Capital Surplus Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Non-Controlling Interest Total

Balance December 31, 2024

$ 676,054 $ 3,395,645 $ 45,494 $ ( 48,401 ) $ ( 758,911 ) $ 22,594 $ 3,332,475

Net income 284,071 325 284,396

Other comprehensive income (loss) 177,862 177,862

Distributions to non-controlling interest ( 3,377 ) ( 3,377 )

Purchases of treasury stock ( 66,076 ) ( 66,076 )

Issuance under stock purchase and equity compensation plans ( 17,892 ) 17,888 ( 4 )

Stock-based compensation 8,465 8,465

Cash dividends paid on common stock ($ .550 per share)

( 73,627 ) ( 73,627 )

Balance June 30, 2025

$ 676,054 $ 3,386,218 $ 255,938 $ ( 96,589 ) $ ( 581,049 ) $ 19,542 $ 3,660,114

Balance December 31, 2023

$ 655,322 $ 3,162,622 $ 53,183 $ ( 35,599 ) $ ( 891,412 ) $ 20,114 $ 2,964,230

Net income 252,216 4,678 256,894

Other comprehensive income (loss) 83,595 83,595

Distributions to non-controlling interest ( 4,192 ) ( 4,192 )

Purchases of treasury stock ( 80,543 ) ( 80,543 )

Issuance under stock purchase and equity compensation plans ( 17,966 ) 17,966 —

Stock-based compensation 8,451 8,451

Cash dividends paid on common stock ($ .514 per share)

( 70,100 ) ( 70,100 )

Balance June 30, 2024

$ 655,322 $ 3,153,107 $ 235,299 $ ( 98,176 ) $ ( 807,817 ) $ 20,600 $ 3,158,335

See accompanying notes to consolidated financial statements.

Commerce Bancshares, Inc.

and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31

For the Six Months Ended June 30

(In thousands) 2025 2024

37 unchanged sentences

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

Cash, cash equivalents and restricted cash at June 30

$ 3,146,335 $ 2,544,790

5 unchanged sentences

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.

This balance is included in other assets in the consolidated balance sheets and totaled $ 22 thousand at June 30, 2025.

The Company had $ 41 thousand in restricted cash at June 30, 2024.

Commerce Bancshares, Inc.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025 (Unaudited)

June 30, 2025 (Unaudited)

Principles of Consolidation and Presentation

9 unchanged sentences

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 results of operations for the six month period ended June 30, 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.

1 unchanged sentence

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:

Major classifications within the Company’s held for investment loan portfolio at June 30, 2025 and December 31, 2024 are as follows:

(In thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Business $ 6,328,684 $ 6,053,820

8 unchanged sentences

Total loans $ 17,665,468 $ 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.

Accrued interest receivable totaled $ 69.0 million and $ 70.6 million at June 30, 2025 and December 31, 2024, respectively, and was included within other assets on the consolidated balance sheets.

For the three months ended June 30, 2025, the Company wrote-off accrued interest by reversing interest income of $ 91 thousand and $ 1.6 million in the Commercial and Personal Banking portfolios, respectively.

Similarly, for the six months ended June 30, 2025, the Company wrote off accrued interest of $ 203 thousand and $ 3.3 million in the Commercial and Personal Banking portfolios, respectively.

For the three months ended June 30, 2024, the Company reversed $ 341 thousand and $ 1.6 million in the Commercial and Personal Banking portfolios, respectively, and in the six months ended June 30, 2024, reversed $ 435 thousand and $ 3.1 million in the Commercial and Personal Banking portfolios.

At June 30, 2025, loans of $ 3.4 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 $ 2.7 billion were pledged at the Federal Reserve Bank as collateral for discount window borrowings.

16 unchanged sentences

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

The assumptions utilized in estimating the Company’s allowance for credit losses at June 30, 2025 and March 31, 2025 are discussed below.

Key Assumption June 30, 2025 December 31, 2024

Overall economic forecast • Economy in the next year is expected to benefit from deregulation, fiscal stimulus and less policy uncertainty

• The forecast assumes recent reduction in tariffs between China and the US will be permanent while increases in steel and aluminum tariffs were included

• Layoffs remain low

• The United States economy will grow

• Expansionary fiscal policy and less immigration cause the labor market to tighten, pushing the unemployment rate lower

7 unchanged sentences

• Housing Price Index from 332.8 to 341.0

• Unemployment rate ranges from 4.2% to 4.3% during the reasonable and supportable forecast period

• Unemployment rate ranges from 4.2% to 4.3% during the supportable forecast period

• Real GDP growth ranges from 2.5% to 2.7%

15 unchanged sentences

• Loans downgraded to special mention, substandard, or non-accrual status

• Consumer auto portfolio loss expectation adjustment

• Consumer auto and other vehicle portfolios loss expectation adjustment

• Other consumer portfolio loss expectation adjustment

10 unchanged sentences

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.

The current forecast includes projections on the impact of the tariffs the United States ("U.S.") administration announced and noted policy uncertainty.

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.

1 unchanged sentence

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

A summary of the activity in the allowance for credit losses on loans and the liability for unfunded lending commitments for the three and six months ended June 30, 2025 and 2024, respectively, follows:

For the Three Months Ended June 30, 2025

For the Six Months Ended June 30, 2025

(In thousands) Commercial Personal Banking

Commercial Personal Banking

ALLOWANCE FOR CREDIT LOSSES ON LOANS

4 unchanged sentences

Net loan charge-offs (recoveries) 31 9,659 9,690 454 20,042 20,496

Balance March 31, 2025 $ 106,700 $ 60,331 $ 167,031

Balance June 30, 2025 $ 106,854 $ 58,406 $ 165,260 $ 106,854 $ 58,406 $ 165,260

LIABILITY FOR UNFUNDED LENDING COMMITMENTS

1 unchanged sentence

Provision for credit losses on unfunded lending commitments ( 2,276 ) ( 46 ) ( 2,322 ) ( 3,116 ) 186 ( 2,930 )

Balance March 31, 2025 $ 17,047 $ 1,280 $ 18,327

Balance June 30, 2025 $ 14,771 $ 1,234 $ 16,005 $ 14,771 $ 1,234 $ 16,005

ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS $ 121,625 $ 59,640 $ 181,265 $ 121,625 $ 59,640 $ 181,265

For the Three Months Ended March 31, 2024

For the Three Months Ended June 30, 2024

For the Six Months Ended June 30, 2024

(In thousands) Commercial Personal Banking

Commercial Personal Banking

ALLOWANCE FOR CREDIT LOSSES ON LOANS

4 unchanged sentences

Net loan charge-offs (recoveries) 614 9,143 9,757 496 18,138 18,634

Balance March 31, 2024 $ 105,464 $ 55,001 $ 160,465

Balance June 30, 2024 $ 107,217 $ 51,340 $ 158,557 $ 107,217 $ 51,340 $ 158,557

LIABILITY FOR UNFUNDED LENDING COMMITMENTS

1 unchanged sentence

Provision for credit losses on unfunded lending commitments ( 2,273 ) ( 108 ) ( 2,381 ) ( 4,546 ) 5 ( 4,541 )

Balance March 31, 2024 $ 21,636 $ 1,450 $ 23,086

Balance June 30, 2024 $ 19,363 $ 1,342 $ 20,705 $ 19,363 $ 1,342 $ 20,705

ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS $ 126,580 $ 52,682 $ 179,262 $ 126,580 $ 52,682 $ 179,262

1 unchanged sentence

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.

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 June 30, 2025 and December 31, 2024.

(In thousands)

2 unchanged sentences

90 Days Past Due and Still Accruing Non-accrual

March 31, 2025

June 30, 2025

Business $ 6,325,992 $ 1,168 $ 1,114 $ 410 $ 6,328,684

19 unchanged sentences

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.

At both June 30, 2025 and December 31, 2024, the Company had $ 2.0 million in non-accrual loans that had no allowance for credit loss.

The Company did not record any interest income on non-accrual loans during the six months ended June 30, 2025 and 2024, respectively.

Credit quality indicators

15 unchanged sentences

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:

The risk category of loans in the Commercial portfolio as of June 30, 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

June 30, 2025

Pass $ 945,508 $ 1,186,213 $ 710,351 $ 491,234 $ 310,530 $ 401,536 $ 2,050,589 $ 6,095,961

4 unchanged sentences

$ 948,032 $ 1,195,858 $ 721,863 $ 515,392 $ 320,088 $ 411,545 $ 2,215,906 $ 6,328,684

Gross write-offs for the three months ended March 31, 2025

Gross write-offs for the six months ended June 30, 2025

$ — $ 184 $ — $ — $ — $ 10 $ 603 $ 797

6 unchanged sentences

$ 161,410 $ 368,196 $ 433,694 $ 394,007 $ 22,414 $ 3,548 $ 22,129 $ 1,405,398

Gross write-offs for the three months ended March 31, 2025

Gross write-offs for the six months ended June 30, 2025

$ — $ 24 $ — $ — $ — $ — $ — $ 24

6 unchanged sentences

$ 573,839 $ 651,613 $ 514,647 $ 734,826 $ 450,367 $ 675,855 $ 156,631 $ 3,757,778

Gross write-offs for the three months ended March 31, 2025

Gross write-offs for the six months ended June 30, 2025

$ — $ — $ 400 $ — $ — $ — $ — $ 400

6 unchanged sentences

$ 1,683,281 $ 2,215,667 $ 1,670,204 $ 1,644,225 $ 792,869 $ 1,090,948 $ 2,394,666 $ 11,491,860

Gross write-offs for the three months ended March 31, 2025

Gross write-offs for the six months ended June 30, 2025

$ — $ 208 $ 400 $ — $ — $ 10 $ 603 $ 1,221

33 unchanged sentences

Gross write-offs for the year ended December 31, 2024 $ 200 $ 275 $ 40 $ 53 $ — $ 80 $ 1,387 $ 2,035

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.

The credit quality of Personal Banking loans is monitored primarily on the basis of aging/delinquency, and this information is provided as of June 30, 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

June 30, 2025

Real estate-personal

4 unchanged sentences

$ 192,556 $ 350,540 $ 366,298 $ 388,952 $ 460,842 $ 1,291,902 $ 7,755 $ 3,058,845

Gross write-offs for the three months ended March 31, 2025

Gross write-offs for the six months ended June 30, 2025

$ — $ — $ 45 $ 35 $ 48 $ 13 $ — $ 141

3 unchanged sentences

$ 287,208 $ 318,544 $ 307,156 $ 167,397 $ 118,049 $ 84,877 $ 874,636 $ 2,157,867

Gross write-offs for the three months ended March 31, 2025

Gross write-offs for the six months ended June 30, 2025

$ 7 $ 2,123 $ 1,564 $ 1,019 $ 399 $ 235 $ 1,023 $ 6,370

5 unchanged sentences

$ — $ — $ — $ — $ — $ — $ 364,429 $ 364,429

Gross write-offs for the three months ended March 31, 2025

Gross write-offs for the six months ended June 30, 2025

$ — $ — $ — $ — $ — $ — $ 15 $ 15

4 unchanged sentences

$ — $ — $ — $ — $ — $ — $ 576,151 $ 576,151

Gross write-offs for the three months ended March 31, 2025

Gross write-offs for the six months ended June 30, 2025

$ — $ — $ — $ — $ — $ — $ 16,319 $ 16,319

2 unchanged sentences

$ 16,316 $ — $ — $ — $ — $ — $ — $ 16,316

Gross write-offs for the three months ended March 31, 2025

Gross write-offs for the six months ended June 30, 2025

$ 1,252 $ — $ — $ — $ — $ — $ — $ 1,252

5 unchanged sentences

$ 496,080 $ 669,084 $ 673,454 $ 556,349 $ 578,891 $ 1,376,779 $ 1,822,971 $ 6,173,608

Gross write-offs for the three months ended March 31, 2025

Gross write-offs for the six months ended June 30, 2025

$ 1,259 $ 2,123 $ 1,609 $ 1,054 $ 447 $ 248 $ 17,357 $ 24,097

41 unchanged sentences

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

Business $ 1,023 $ — $ 1,023

The following table presents the amortized cost basis of collateral-dependent loans as of June 30, 2025 and December 31, 2024.

(In thousands) Real Estate Total

June 30, 2025

Real estate - business $ 14,508 $ 14,508

14 unchanged sentences

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

The following tables present the amortized cost at June 30, 2025 of loans that were modified during the three and six months ended June 30, 2025 and the amortized cost of at June 30, 2024 of loans that were modified during the three and six months ended June 30, 2024.

For the Three Months Ended June 30, 2025

(Dollars in thousands)

Term Extension Payment Delay Interest Rate Reduction Total % of Total Loan Category

March 31, 2025

Term Extension Payment Delay Interest Rate Reduction Other

Total % of Total Loan Category

June 30, 2025

Business $ 35,461 $ — $ — $ — $ 35,461 0.6 %

5 unchanged sentences

Total $ 36,583 $ 3,670 $ 940 $ — $ 41,193 0.2 %

For the Three Months Ended March 31, 2024

For the Six Months Ended June 30, 2025

June 30, 2025

Business $ 52,075 $ — $ — $ — $ 52,075 0.8 %

Real estate – business 77,440 — — — 77,440 2.1

Personal Banking:

Real estate – personal — 6,810 — — 6,810 0.2

Consumer — 37 68 — 105 —

Consumer credit card — — 1,696 — 1,696 0.3

Total $ 129,515 $ 6,847 $ 1,764 $ — $ 138,126 0.8 %

For the Three Months Ended June 30, 2024

(Dollars in thousands)

Term Extension Payment Delay Interest Rate Reduction Total % of Total Loan Category

March 31, 2024

Term Extension Payment Delay Interest Rate Reduction Other

Total % of Total Loan Category

June 30, 2024

Business $ 19,335 $ — $ — $ — $ 19,335 0.3 %

5 unchanged sentences

Total $ 64,918 $ 1,704 $ 1,154 $ 44 $ 67,820 0.4 %

For the Six Months Ended June 30, 2024

June 30, 2024

Business $ 30,575 $ — $ — $ — $ 30,575 0.5 %

Real estate – business 47,787 — — — 47,787 1.3

Personal Banking:

Real estate – personal 309 3,975 — — 4,284 0.1

Consumer — — 58 44 102 —

Consumer credit card — — 1,958 — 1,958 0.3

Total $ 78,671 $ 3,975 $ 2,016 $ 44 $ 84,706 0.5 %

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.

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.

4 unchanged sentences

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.

The following tables summarize the financial impact of loan modifications and payment deferrals during the three and six months ended June 30, 2025 and June 30, 2024.

Term Extension

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

Business Extended maturity by a weighted average of 2 months.

4 unchanged sentences

Real estate – personal Extended maturity by a weighted average of 3 months.

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

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 10 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

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

Personal Banking:

1 unchanged sentence

Deferred certain payments by a weighted average of 4 years .

Consumer Deferred certain payments by a weighted average of 8 years .

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Personal Banking:

Real estate – personal Deferred certain payments by a weighted average of 23 years .

Deferred certain payments by a weighted average of 6 years .

Consumer Deferred certain payments by a weighted average of 8 years .

Interest Rate Reduction

Three Months Ended March 31, 2025 Three Months Ended March 31, 2024

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

Personal Banking:

3 unchanged sentences

Reduced contractual interest rate from average 22% 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;

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Personal Banking:

Consumer Reduced contractual interest rate from average 22% to 6%.

Reduced contractual interest rate from average 22% to 6%.

Consumer credit card Reduced contractual interest rate from average 22% to 6%.

Reduced contractual interest rate from average 22% to 6%.

The Company had commitments of $ 12.7 million and $ 14.9 million at June 30, 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;

1 unchanged sentence

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.

The following tables provide the amortized cost basis at June 30, 2025 of loans to borrowers experiencing financial difficulty that had a payment default during the three and six months ended June 30, 2025 and were modified within the 12 months preceding the payment default, as well as the amortized cost basis at June 30, 2024 of loans to borrowers experiencing financial difficulty that had a payment default during the three and six months ended June 30, 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

For the Three Months Ended June 30, 2025 For the Six Months Ended June 30, 2025

(Dollars in thousands) Term Extension Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total Term Extension Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total

June 30, 2025

Business $ 44 $ — $ — $ — $ 44 $ 44 $ — $ — $ — $ 44

Real estate – business 14,792 — — — 14,792 14,792 — — — 14,792

4 unchanged sentences

Total $ 14,836 $ 1,822 $ 255 $ — $ 16,913 $ 14,836 $ 2,836 $ 354 $ — $ 18,026

For the Three Months Ended March 31, 2024

For the Three Months Ended June 30, 2024 For the Six Months Ended June 30, 2024

(Dollars in thousands)

Term Extension Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total

March 31, 2024

Term Extension Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total Term Extension Payment Delay Interest Rate Reduction Interest/Fees Forgiven Total

June 30, 2024

Personal Banking:

3 unchanged sentences

Total $ — $ 1,740 $ 361 $ 12 $ 2,113 $ — $ 1,956 $ 469 $ 12 $ 2,437

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.

The following tables present the amortized cost basis at June 30, 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 June 30, 2024 of loans to borrowers experiencing financial difficulty that had been modified within the 12 months preceding June 30, 2024.

(In thousands)

1 unchanged sentence

90 Days Past Due Total

March 31, 2025

June 30, 2025

Business $ 81,600 $ — $ 45 $ 81,645

8 unchanged sentences

90 Days Past Due Total

March 31, 2024

June 30, 2024

Business $ 32,565 $ — $ — $ 32,565

9 unchanged sentences

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.

At June 30, 2025, the fair value of these loans was $ 3.5 million, and the unpaid principal balance was $ 3.4 million.

At June 30, 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.

The Company’s holdings of foreclosed real estate totaled $ 397 thousand and $ 343 thousand at June 30, 2025 and December 31, 2024, respectively, and included in those amounts were $ 397 thousand and $ 343 thousand at June 30, 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 $ 2.7 million and $ 2.2 million at June 30, 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.

1 unchanged sentence

Investment Securities

Investment securities consisted of the following at March 31, 2025 and December 31, 2024.

(In thousands) March 31, 2025 December 31, 2024

Investment securities consisted of the following at June 30, 2025 and December 31, 2024.

(In thousands) June 30, 2025 December 31, 2024

Available for sale debt securities $ 8,915,779 $ 9,136,853

8 unchanged sentences

$ 9,236,826 $ 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.

(1) Accrued interest receivable totaled $ 36.1 million and $ 35.0 million at June 30, 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.

22 unchanged sentences

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 sold all of the Visa Class C shares during the second and third quarters of 2024.

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.

Changes in equity investments with no readily determinable fair value for each period were as follows:

Three Months Ended June 30 Six Months Ended June 30

(In thousands) 2024 2024

Balance at beginning of period $ 6,988 $ 6,978

Observable upward price adjustments 178,227 178,227

Observable downward price adjustments — —

Impairment charges — —

Sales of securities and other activity ( 119,435 ) ( 119,425 )

Balance at end of period $ 65,780 $ 65,780

Net gains and losses for the Company's equity securities portfolio for each period were as follows:

Three Months Ended June 30 Six Months Ended June 30

(In thousands) 2024 2024

Net gains (losses) recognized during the period on equity securities $ 178,164 $ 178,306

Net (gains) losses recognized during the period on equity securities sold during the period ( 119,987 ) ( 119,987 )

Net unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date $ 58,177 $ 58,319

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.

A summary of the available for sale debt securities by maturity groupings as of June 30, 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.

31 unchanged sentences

government and federal agency obligations include U.S.

Treasury inflation-protected securities, which totaled $ 410.5 million, at fair value, at March 31, 2025.

Treasury inflation-protected securities, which totaled $ 413.4 million, at fair value, at June 30, 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).

7 unchanged sentences

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.

At June 30, 2025, the fair value of securities on this watch list was $ 1.1 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.

At June 30, 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 June 30, 2025, the Company did not identify any securities for which a credit loss exists, and for the six months ended June 30, 2025 and 2024, the Company did not recognize a credit loss expense on any available for sale debt securities.

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.

At June 30, 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

3 unchanged sentences

Losses Fair Value Unrealized

March 31, 2025

June 30, 2025

government and federal agency obligations $ 690,639 $ 4,040 $ 291,903 $ 8,709 $ 982,542 $ 12,749

19 unchanged sentences

Total $ 1,757,431 $ 27,884 $ 6,377,480 $ 966,650 $ 8,134,911 $ 994,534

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.

The entire available for sale debt portfolio included $ 6.5 billion of securities that were in a loss position at June 30, 2025, compared to $ 8.1 billion at December 31, 2024.

The total amount of unrealized loss on these securities was $ 796.3 million at June 30, 2025, a decrease of $ 198.2 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.

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 June 30, 2025 and December 31, 2024, and the corresponding amounts of gross unrealized gains and losses (pre-tax) in AOCI, by security type.

(In thousands)

1 unchanged sentence

Losses Allowance for Credit Losses Fair Value

March 31, 2025

June 30, 2025

government and federal agency obligations $ 2,586,856 $ 23,630 $ ( 12,749 ) $ — $ 2,597,737

20 unchanged sentences

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

For the Six Months Ended June 30

(In thousands) 2025 2024

1 unchanged sentence

Available for sale debt securities

$ 36,065 $ 1,015,845

Equity securities

Other investments

10,029 21,319

Total proceeds

8 unchanged sentences

Losses realized on sales

( 1,773 ) ( 1,522 )

Fair value adjustments, net ( 4,111 ) 12,777

Total investment securities gains (losses), net $ ( 7,154 ) $ 2,974

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.

Net losses on investment securities for the six months ended June 30, 2025 were mainly comprised of net losses of $ 4.2 million on sales of available for sale securities, net losses of $ 606 thousand on sales of private equity investments, and net

losses in fair value of $ 4.1 million recorded on private equity investments.

These losses were partially offset by net gains of $ 1.8 million on equity investments.

During 2024, the Company executed a plan to to reposition a portion of its available for sale debt securities portfolio through the sale of securities with an amortized cost of $ 1.2 billion.

The securities that the Company sold had a yield of approximately 2.1 %, which resulted in a loss of $ 179.1 million, and the Company reinvested $ 928.8 million of the proceeds into U.S.

Treasury securities yielding approximately 4.6 %.

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.

At June 30, 2025, securities totaling $ 6.9 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.

1 unchanged sentence

The following table presents information about the Company's intangible assets which have estimable useful lives.

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(In thousands)

4 unchanged sentences

Total $ 19,161 $ ( 9,428 ) $ — $ 9,733 $ 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.

Aggregate amortization expense on intangible assets was $ 306 thousand and $ 320 thousand for the three month periods ended June 30, 2025 and 2024, respectively and was $ 644 thousand and $ 651 thousand for the six months ended June 30, 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.

This expense is based on existing asset balances and the interest rate environment as of June 30, 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)

Changes in the carrying amount of goodwill and other intangible assets for the three month period ended March 31, 2025 are as follows:

Changes in the carrying amount of goodwill and other intangible assets for the six month period ended June 30, 2025 are as follows:

(In thousands) Goodwill Easement Core Deposit Premium Mortgage Servicing Rights

3 unchanged sentences

Amortization — — ( 79 ) ( 565 )

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

Balance June 30, 2025 $ 146,539 $ 3,600 $ 185 $ 9,548

Goodwill allocated to the Company’s operating segments at June 30, 2025 and December 31, 2024 is shown below.

(In thousands) June 30, 2025 December 31, 2024

Consumer segment $ 70,721 $ 70,721

9 unchanged sentences

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.

At June 30, 2025, that net liability was $ 4.0 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 $ 610.3 million at June 30, 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.

2 unchanged sentences

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 Company monitors overall borrower collateral and at June 30, 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.

At June 30, 2025, the fair value of the Company's guarantee liabilities for RPAs was $ 127 thousand, and the notional amount of the underlying swaps was $ 373.1 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.

7 unchanged sentences

The following table provides the components of lease income.

For the Three Months Ended March 31

For the Three Months Ended June 30 For the Six Months Ended June 30

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Operating leases (a)

4,188 4,260 8,485 8,392

Total lease income $ 14,040 $ 13,303 $ 28,180 $ 26,447

(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.

(a) Includes rent from Tower Properties Company, a related party, of $ 0 and $ 19 thousand for the three month periods ended June 30, 2025 and 2024, respectively, and $ 0 and $ 38 thousand for the six month periods ended June 30, 2025 and 2024, respectively.

Tower Properties Company was no longer a lessee of the Company as of January 1, 2025.

The amount of net pension cost is shown in the table below:

For the Three Months Ended March 31

For the Three Months Ended June 30 For the Six Months Ended June 30

(In thousands) 2025 2024 2025 2024

6 unchanged sentences

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.

During the first six 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.

Common Stock *

4 unchanged sentences

Nonvested share-based awards are further discussed in Note 13.

For the Three Months Ended March 31

For the Three Months Ended June 30 For the Six Months Ended June 30

(In thousands, except per share data) 2025 2024 2025 2024

15 unchanged sentences

Diluted income per common share $ 1.14 $ 1.03 $ 2.12 $ 1.85

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.

Unexercised stock appreciation rights of 287 thousand and 431 thousand for the three month periods ended June 30, 2025 and 2024, respectively, and 225 thousand and 401 thousand for the six month periods ended June 30, 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.

11 unchanged sentences

Current period other comprehensive income (loss), net of tax 169,662 343 7,857 177,862

Balance March 31, 2025

Balance June 30, 2025

$ ( 573,264 ) $ ( 11,716 ) $ 3,931 $ ( 581,049 )

6 unchanged sentences

Current period other comprehensive income (loss), net of tax 109,675 353 ( 26,433 ) 83,595

Balance March 31, 2024

Balance June 30, 2024

$ ( 805,326 ) $ ( 13,243 ) $ 10,752 $ ( 807,817 )

19 unchanged sentences

Consumer Commercial Wealth Other/Elimination Consolidated Totals

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Net interest income $ 126,967 $ 127,763 $ 23,036 $ 2,381 $ 280,147

4 unchanged sentences

Income before income taxes $ 58,825 $ 94,223 $ 46,041 $ ( 2,926 ) $ 196,163

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Net interest income $ 252,352 $ 260,878 $ 45,195 $ ( 9,176 ) $ 549,249

Provision for credit losses ( 19,819 ) ( 640 ) ( 18 ) 393 ( 20,084 )

Non-interest income 47,691 144,980 127,885 4,006 324,562

Investment securities gains (losses), net — — — ( 7,154 ) ( 7,154 )

Non-interest expense ( 166,082 ) ( 212,057 ) ( 82,102 ) ( 22,572 ) ( 482,813 )

Income before income taxes $ 114,142 $ 193,161 $ 90,960 $ ( 34,503 ) $ 363,760

Three Months Ended June 30, 2024

Net interest income $ 127,217 $ 125,536 $ 22,226 $ ( 12,730 ) $ 262,249

Provision for loan losses ( 9,037 ) ( 725 ) 3 4,291 ( 5,468 )

3 unchanged sentences

Income before income taxes $ 62,756 $ 90,402 $ 42,927 $ ( 16,041 ) $ 180,044

Six Months Ended June 30, 2024

Net interest income $ 255,374 $ 252,223 $ 45,424 $ ( 41,773 ) $ 511,248

Provision for credit losses ( 17,925 ) ( 766 ) 4 8,432 ( 10,255 )

Non-interest income 48,907 130,382 117,999 3,804 301,092

Investment securities gains (losses), net — — — 2,974 2,974

Non-interest expense ( 160,713 ) ( 201,345 ) ( 78,453 ) ( 37,400 ) ( 477,911 )

Income before income taxes $ 125,643 $ 180,494 $ 84,974 $ ( 63,963 ) $ 327,148

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.

16 unchanged sentences

(In thousands)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Interest rate swaps $ 1,953,737 $ 2,065,400

15 unchanged sentences

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.

As of June 30, 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.

8 unchanged sentences

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.

At June 30, 2025, the maximum length of time over which the Company is hedging its exposure to lower rates is approximately 6.0 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.

As of June 30, 2025, net deferred losses on the interest rate floors totaled $ 13.6 million (pre-tax) and were recorded in AOCI in the consolidated balance sheet.

As of June 30, 2025, it is expected

that $ 11.6 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.

As of June 30, 2025, the total realized gains on the monetized cash flow hedges remaining in AOCI was $ 18.9 million (pre-tax), which will be reclassified into interest income over the next 1.5 years.

The estimated amount of net gains related to the cash flow hedges remaining in AOCI at June 30, 2025 that is expected to be reclassified into income within the next 12 months is $ 16.0 million.

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.

9 unchanged sentences

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.

There was no reduction to positive or negative fair values of cleared swaps at June 30, 2025 and December 31, 2024.

Asset Derivatives Liability Derivatives

31, 2025 Dec.

31, 2024 Mar.

31, 2025 Dec.

June 30, 2025 Dec.

31, 2024 June 30, 2025 Dec.

(In thousands )

19 unchanged sentences

(In thousands) Total Included Component Excluded Component Total Included Component Excluded Component

For the Three Months Ended March 31, 2025

For the Three Months Ended June 30, 2025

Derivatives in cash flow hedging relationships:

1 unchanged sentence

Total $ 5,015 $ 5,387 $ ( 372 ) Total $ 2,372 $ 6,582 $ ( 4,210 )

For the Three Months Ended March 31, 2024

For the Six Months Ended June 30, 2025

Derivatives in cash flow hedging relationships:

1 unchanged sentence

Total $ 15,381 $ 6,034 $ 9,347 Total $ 4,905 $ 13,279 $ ( 8,374 )

For the Three Months Ended June 30, 2024

Derivatives in cash flow hedging relationships:

Interest rate floors $ ( 6,502 ) $ ( 131 ) $ ( 6,371 ) Interest and fees on loans $ 2,888 $ 7,098 $ ( 4,210 )

Total $ ( 6,502 ) $ ( 131 ) $ ( 6,371 ) Total $ 2,888 $ 7,098 $ ( 4,210 )

For the Six Months Ended June 30, 2024

Derivatives in cash flow hedging relationships:

Interest rate floors $ ( 29,367 ) $ ( 10,108 ) $ ( 19,259 ) Interest and fees on loans $ 5,877 $ 14,297 $ ( 8,420 )

Total $ ( 29,367 ) $ ( 10,108 ) $ ( 19,259 ) Total $ 5,877 $ 14,297 $ ( 8,420 )

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

For the Three Months Ended June 30 For the Six Months Ended June 30

(In thousands) 2025 2024 2025 2024

22 unchanged sentences

Pledged Net Amount

March 31, 2025

June 30, 2025

Derivatives subject to master netting agreements

29 unchanged sentences

(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

June 30, 2025

Total resale agreements, subject to master netting arrangements

7 unchanged sentences

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.

The table below shows the remaining contractual maturities of repurchase agreements outstanding at June 30, 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

June 30, 2025

Repurchase agreements, secured by:

18 unchanged sentences

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.

The stock-based compensation expense charged against income was $ 4.1 million and $ 4.2 million in the three months ended June 30, 2025 and 2024 respectively, and $ 8.5 million in the six months ended both June 30, 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.

A summary of the status of the Company’s nonvested share awards as of June 30, 2025, and changes during the six month period then ended, is presented below.

Shares Weighted Average Grant Date Fair Value

3 unchanged sentences

Forfeited ( 28,060 ) 57.18

Nonvested at March 31, 2025 1,295,343 $ 57.55

Nonvested at June 30, 2025 1,269,712 $ 57.68

SARs are granted with exercise prices equal to the market price of the Company’s stock at the date of grant.

7 unchanged sentences

Expected term

A summary of SAR activity during the first three months of 2025 is presented below.

A summary of SAR activity during the first six months of 2025 is presented below.

(Dollars in thousands, except per share data)

7 unchanged sentences

Exercised ( 54,848 ) 39.13

Outstanding at March 31, 2025

Outstanding at June 30, 2025

822,166 $ 50.28 5.2 years $ 9,881

1 unchanged sentence

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.

For the six months ended June 30, 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

Three Months Ended June 30 Six Months Ended June 30

(In thousands) 2025 2024 2025 2024

12 unchanged sentences

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

The following table presents the opening and closing receivable balances for the six month periods ended June 30, 2025 and 2024 for the Company’s significant revenue from contracts with customers.

(In thousands) June 30, 2025 December 31, 2024 June 30, 2024 December 31, 2023

Bank card transaction fees $ 14,296 $ 17,754 $ 15,824 $ 18,069

20 unchanged sentences

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.

The table below presents the June 30, 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 six months of 2025 or the year ended December 31, 2024.

Fair Value Measurements Using

2 unchanged sentences

(Level 2) Significant Unobservable Inputs

March 31, 2025

June 30, 2025

Residential mortgage loans held for sale $ 3,488 $ — $ 3,488 $ —

45 unchanged sentences

State and Municipal Obligations Private Equity

For the three months ended March 31, 2025

For the three months ended June 30, 2025

Balance March 31, 2025

$ 947 $ 175,618 $ 176,565

Total gains (losses) realized/unrealized:

Included in earnings — 4,414 4,414

Included in other comprehensive income * 2 — 2

Discount accretion 1 — 1

Purchases of private equity investments — 728 728

Sale/pay down of private equity investments — ( 6,707 ) ( 6,707 )

Capitalized interest/dividends — 17 17

Balance June 30, 2025 $ 950 $ 174,070 $ 175,020

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 June 30, 2025

$ — $ 4,414 $ 4,414

*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 June 30, 2025

For the six months ended June 30, 2025

Balance January 1, 2025

7 unchanged sentences

Capitalized interest/dividends — 34 34

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

Balance June 30, 2025 $ 950 $ 174,070 $ 175,020

Total gains (losses) for the six months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2025

$ — $ ( 3,312 ) $ ( 3,312 )

*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

*Total gains (losses) for the six months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2025

$ ( 16 ) $ — $ ( 16 )

For the three months ended March 31, 2024

Fair Value Measurements Using

Significant Unobservable Inputs

(In thousands)

State and Municipal Obligations Private Equity

For the three months ended June 30, 2024

Balance March 31, 2024

$ 956 $ 183,706 $ 184,662

Total gains (losses) realized/unrealized:

Included in earnings — 5,677 5,677

Included in other comprehensive income * ( 4 ) — ( 4 )

Discount accretion 1 — 1

Purchases of private equity investments — 1,470 1,470

Sale/pay down of private equity investments — ( 12,564 ) ( 12,564 )

Capitalized interest/dividends — 32 32

Balance at June 30, 2024 $ 953 $ 178,321 $ 179,274

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 June 30, 2024

$ — $ 5,677 $ 5,677

*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 June 30, 2024

$ ( 4 ) $ — $ ( 4 )

For the six months ended June 30, 2024

Balance January 1, 2024

3 unchanged sentences

Included in other comprehensive income * 5 — 5

Discount accretion 1 — 1

Purchases of private equity investments — 10,947 10,947

1 unchanged sentence

Capitalized interest/dividends — ( 106 ) ( 106 )

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

Balance at June 30, 2024 $ 953 $ 178,321 $ 179,274

Total gains (losses) for the six months included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2024

$ — $ 11,002 $ 11,002

*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

*Total gains (losses) for the six months included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2024

* Included in "net unrealized gains (losses) on available for sale debt securities" in the consolidated statements of comprehensive income.

1 unchanged sentence

(In thousands) Investment Securities Gains (Losses), Net

For the three months ended March 31, 2025

For the three months ended June 30, 2025

Total gains or losses included in earnings $ 4,414

Change in unrealized gains or losses relating to assets still held at March 31, 2025

For the three months ended March 31, 2024

Change in unrealized gains or losses relating to assets still held at June 30, 2025

For the six months ended June 30, 2025

Total gains or losses included in earnings $ ( 4,111 )

Change in unrealized gains or losses relating to assets still held at March 31, 2024

Change in unrealized gains or losses relating to assets still held at June 30, 2025

For the three months ended June 30, 2024

Total gains or losses included in earnings $ 5,677

Change in unrealized gains or losses relating to assets still held at June 30, 2024

For the six months ended June 30, 2024

Total gains or losses included in earnings $ 12,777

Change in unrealized gains or losses relating to assets still held at June 30, 2024

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.

The Company's Level 3 measurements at June 30, 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.

4 unchanged sentences

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.

For assets measured at fair value on a nonrecurring basis during the first six months of 2025 and 2024, and still held as of June 30, 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 June 30, 2025 and 2024.

Fair Value Measurements Using

3 unchanged sentences

Significant Unobservable Inputs

Total Gains (Losses) Recognized During the Three Months Ended March 31

March 31, 2025

Total Gains (Losses) Recognized During the Six Months Ended June 30

June 30, 2025

Collateral dependent loans $ 251 $ — $ — $ 251 $ ( 147 )

Foreclosed assets 112 — — 112 ( 55 )

March 31, 2024

June 30, 2024

Collateral dependent loans $ 15,081 $ — $ — $ 15,081 $ ( 2,850 )

Equity securities 58,376 — 57,185 1,191 58,241

Fair Value of Financial Instruments

5 unchanged sentences

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

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 June 30, 2025 and December 31, 2024:

Carrying Amount Estimated Fair Value at June 30, 2025

(In thousands)

66 unchanged sentences

Legal and Regulatory Proceedings

The Company has various legal proceedings pending at March 31, 2025, arising in the normal course of business.

The Company has various legal proceedings pending at June 30, 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.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements