What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 407 added, 627 removed, 1261 unchanged (45% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets (Unaudited)

dollars in millions, except share data September 30, 2025 December 31, 2024

dollars in millions, except share data March 31, 2026 December 31, 2025

Cash and due from banks $ 1,080 $ 801

1 unchanged sentence

Securities purchased under agreements to resell 223 232

Investment in marketable equity securities (cost of $ 78 at September 30, 2025 and $ 79 at December 31, 2024)

Investment securities available for sale (cost of $ 35,187 at September 30, 2025 and $ 34,512 at December 31, 2024)

34,963 33,750

Investment securities held to maturity (fair value of $ 8,838 at September 30, 2025 and $ 8,702 at December 31, 2024)

Investment in marketable equity securities (cost of $ 83 at March 31, 2026 and $ 83 at December 31, 2025)

Investment securities available for sale (cost of $ 33,663 at March 31, 2026 and $ 31,952 at December 31, 2025)

33,314 31,790

Investment securities held to maturity (fair value of $ 8,360 at March 31, 2026 and $ 8,491 at December 31, 2025)

Assets held for sale 1,122 804

18 unchanged sentences

Stockholders’ equity

Preferred stock - $ 0.01 par value ( 20,000,000 shares authorized at September 30, 2025 and December 31, 2024)

Preferred stock - $ 0.01 par value ( 20,000,000 shares authorized at March 31, 2026 and December 31, 2025)

Common stock:

Class A - $ 1 par value ( 32,000,000 shares authorized at September 30, 2025 and December 31, 2024;

11,613,444 and 12,712,436 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)

Class B - $ 1 par value ( 2,000,000 shares authorized and 1,005,185 shares issued and outstanding at September 30, 2025 and December 31, 2024)

Additional paid in capital 270 2,417

Class A - $ 1 par value ( 32,000,000 shares authorized at March 31, 2026 and December 31, 2025;

10,684,129 and 11,133,974 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively)

Class B - $ 1 par value ( 2,000,000 shares authorized and 1,005,185 shares issued and outstanding at March 31, 2026 and December 31, 2025)

Retained earnings 20,343 20,768

Accumulated other comprehensive loss ( 44 ) ( 445 )

Accumulated other comprehensive (loss) income ( 72 ) 83

Total stockholders’ equity 22,048 22,238

4 unchanged sentences

Consolidated Statements of Income (Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

dollars in millions, except share and per share data 2026 2025

Interest income

Interest and fees on loans $ 2,300 $ 2,430 $ 6,806 $ 7,206

Interest on investment securities 433 358 1,266 970

Interest on deposits at banks 265 350 766 1,176

Loans and leases $ 2,206 $ 2,236

Investment securities 384 414

Deposits at banks 196 245

Total interest income 2,786 2,895

17 unchanged sentences

Insurance commissions 13 14

Realized gain on sale of investment securities, net — 4 — 4

Fair value adjustment on marketable equity securities, net 3 ( 5 )

23 unchanged sentences

Earnings per common share

Basic $ 43.08 $ 43.42 $ 119.70 $ 140.27

Diluted $ 43.08 $ 43.42 $ 119.70 $ 140.26

Basic and diluted $ 42.63 $ 34.47

Weighted average common shares outstanding

Basic 12,849,339 14,375,974 13,217,940 14,480,874

Diluted 12,849,339 14,375,974 13,217,940 14,481,919

Basic and diluted 11,924,899 13,575,231

See accompanying Notes to the Unaudited Consolidated Financial Statements.

2 unchanged sentences

Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

dollars in millions 2026 2025

Net income $ 534 $ 483

Other comprehensive income, net of tax

Net unrealized gain on securities available for sale 72 438 400 325

Net change in unrealized loss on securities available for sale transferred to securities held to maturity — 1 — 1

Other comprehensive (loss) income, net of tax

Net unrealized (loss) gain on securities available for sale ( 139 ) 239

Net change in defined benefit pension items ( 2 ) —

Net unrealized (loss) gain on cash flow hedge derivatives ( 14 ) 7

Other comprehensive income, net of tax $ 70 $ 451 $ 401 $ 332

Other comprehensive (loss) income, net of tax $ ( 155 ) $ 246

Total comprehensive income $ 379 $ 729

3 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

Three Months Ended

dollars in millions, except per share data Preferred Stock Class A Common Stock Class B Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity

Balance at June 30, 2025 $ 881 $ 12 $ 1 $ 1,179 $ 20,337 $ ( 114 ) $ 22,296

Net income — — — — 568 — 568

Other comprehensive income, net of tax — — — — — 70 70

Repurchased 457,350 shares of Class A common stock

— — — ( 909 ) — — ( 909 )

Cash dividends declared ($ 1.95 per common share):

Class A common stock — — — — ( 23 ) — ( 23 )

Class B common stock — — — — ( 2 ) — ( 2 )

Preferred stock dividends declared:

Series A — — — — ( 5 ) — ( 5 )

Series B — — — — ( 7 ) — ( 7 )

Series C — — — — ( 2 ) — ( 2 )

Balance at September 30, 2025 $ 881 $ 12 $ 1 $ 270 $ 20,866 $ ( 44 ) $ 21,986

Balance at June 30, 2024 $ 881 $ 14 $ 1 $ 4,099 $ 18,102 $ ( 610 ) $ 22,487

Net income — — — — 639 — 639

Other comprehensive income, net of tax — — — — — 451 451

Stock based compensation — — — ( 4 ) — — ( 4 )

Repurchased 353,058 shares of Class A common stock

— ( 1 ) — ( 706 ) — — ( 707 )

Cash dividends declared ($ 1.64 per common share):

Class A common stock — — — — ( 21 ) — ( 21 )

Class B common stock — — — — ( 2 ) — ( 2 )

Preferred stock dividends declared:

Series A — — — — ( 5 ) — ( 5 )

Series B — — — — ( 8 ) — ( 8 )

Series C — — — — ( 2 ) — ( 2 )

Balance at September 30, 2024 $ 881 $ 13 $ 1 $ 3,389 $ 18,703 $ ( 159 ) $ 22,828

Nine Months Ended

dollars in millions, except share data Preferred Stock Class A Common Stock Class B Common Stock Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity

Balance at December 31, 2025 $ 1,375 $ 11 $ 1 $ — $ 20,768 $ 83 $ 22,238

Net income — — — — 534 — 534

Other comprehensive income, net of tax — — — — — 401 401

Other comprehensive loss, net of tax — — — — — ( 155 ) ( 155 )

Issuance of Series E preferred stock 390 — — — — — 390

Repurchased 449,845 shares of Class A common stock

7 unchanged sentences

Series C — — — — ( 3 ) — ( 3 )

Balance at September 30, 2025 $ 881 $ 12 $ 1 $ 270 $ 20,866 $ ( 44 ) $ 21,986

Series D — — — — ( 11 ) — ( 11 )

Balance at March 31, 2026 $ 1,765 $ 11 $ 1 $ — $ 20,343 $ ( 72 ) $ 22,048

Balance at December 31, 2024 $ 881 $ 13 $ 1 $ 2,417 $ 19,361 $ ( 445 ) $ 22,228

1 unchanged sentence

Other comprehensive income, net of tax — — — — — 246 246

Stock based compensation — — — ( 13 ) — — ( 13 )

Common stock — — — — — — —

Repurchased 302,683 shares of Class A common stock

7 unchanged sentences

Series C — — — — ( 3 ) — ( 3 )

Balance at September 30, 2024 $ 881 $ 13 $ 1 $ 3,389 $ 18,703 $ ( 159 ) $ 22,828

Balance at March 31, 2025 $ 881 $ 12 $ 1 $ 1,798 $ 19,802 $ ( 199 ) $ 22,295

See accompanying Notes to the Unaudited Consolidated Financial Statements.

2 unchanged sentences

Consolidated Statements of Cash Flows (Unaudited)

Nine Months Ended September 30,

Three Months Ended March 31,

dollars in millions 2026 2025

3 unchanged sentences

Provision for credit losses 72 154

Deferred tax benefit ( 104 ) ( 127 )

Deferred tax expense (benefit) 8 ( 40 )

Depreciation, amortization, and accretion, net 180 93

Realized gain on sale of investment securities, net — ( 4 )

Fair value adjustment on marketable equity securities, net ( 3 ) 5

1 unchanged sentence

Gain on sale of operating lease equipment, net ( 11 ) ( 5 )

Loss on sale of premises and equipment, net — 1

Gain on other real estate owned, net ( 1 ) ( 6 )

Gain on sale of premises and equipment, net — ( 1 )

(Gain) loss on other real estate owned, net ( 1 ) 8

Loss on extinguishment of debt 8 —

1 unchanged sentence

Proceeds from sale of loans held for sale 461 293

Impairment of premises and equipment 5 —

Impairment of premises and equipment and other assets — 4

Net change in other assets ( 103 ) 24

3 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES

Net (increase) decrease in interest-earning deposits at banks ( 3,434 ) 7,969

Purchases of marketable equity securities — ( 6 )

Proceeds from sales of investments in marketable equity securities — 15

Net increase in interest-earning deposits at banks ( 3,388 ) ( 3,328 )

Purchases of investment securities available for sale ( 2,827 ) ( 1,855 )

3 unchanged sentences

Proceeds from maturities of investment securities held to maturity 170 139

Net decrease in securities purchased under agreements to resell 75 18

Net decrease (increase) in securities purchased under agreements to resell 9 ( 187 )

Net increase in loans ( 1,407 ) ( 1,368 )

8 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Net decrease in time deposits ( 2,178 ) ( 2,295 )

Net increase (decrease) in time deposits 2,007 ( 1,257 )

Net increase in demand and other interest-bearing deposits 7,257 5,370

Net increase (decrease) in securities sold under agreements to repurchase 56 ( 94 )

Net (decrease) increase in securities sold under agreements to repurchase ( 54 ) 83

Repayment of long-term borrowings ( 2,503 ) ( 1 )

Proceeds from issuance of long-term borrowings 1,839 —

Net proceeds from issuance of long-term borrowings 497 1,242

Issuance of Series E preferred stock 390 —

Repurchase of Class A common stock ( 899 ) ( 618 )

Cash dividends paid ( 51 ) ( 42 )

Other financing activities 1 ( 14 )

Net cash provided by financing activities 6,644 4,777

2 unchanged sentences

Cash and due from banks at end of period $ 1,080 $ 812

Nine Months Ended September 30,

Three Months Ended March 31,

dollars in millions 2026 2025

5 unchanged sentences

Transfers of loans to other real estate — 52

Net settlement with FDIC for Purchase Money Note — 80

Transfer of assets from held for investment to held for sale 666 139

1 unchanged sentence

Commitments extended during the period on affordable housing investment credits — 108

See accompanying Notes to the Unaudited Consolidated Financial Statements.

See accompanying Notes to the Consolidated Financial Statements.

First Citizens BancShares, Inc.

and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

15 unchanged sentences

Refer to Note 9—Variable Interest Entities for additional information regarding VIEs.

Reclassifications

Financial Statements

In certain instances, amounts reported in the 2024 consolidated financial statements have been reclassified to conform to the current financial statement presentation.

Such reclassifications had no effect on previously reported stockholders’ equity or net income.

Changes to the Composition of Reportable Segments

We updated our segment reporting during the first quarter of 2025 (the “Segment Reporting Updates”) as we transferred certain components from the Silicon Valley Bank (“SVB”) Commercial and General Bank segments to the Commercial Bank segment and modified our segment expense allocation methodology.

The Segment Reporting Updates did not result in the addition or removal of any of our existing segments at December 31, 2024, and the global fund banking and investor dependent loan portfolios, as well as a substantial portion of the cash flow dependent and innovation commercial and industrial (“innovation C&I”) loans, remain in the SVB Commercial segment.

Segment disclosures for 2024 periods included in this Form 10-Q were recast to conform with the Segment Reporting Updates summarized above.

Refer to Note 17—Segment Information for additional information.

2025 Loan Class Changes

At December 31, 2024, our disclosures for loans and leases and the allowance for loan and lease losses (“ALLL”) were aggregated into Commercial, Consumer, and SVB portfolios, each of which consisted of several loan classes as summarized below:

• The Commercial portfolio consisted of the following loan classes:

commercial construction, owner occupied commercial mortgage, non-owner occupied commercial mortgage, commercial and industrial, and leases.

• The Consumer portfolio consisted of the following loan classes:

residential mortgage, revolving mortgage, consumer auto, and consumer other.

• The SVB portfolio consisted of the following loan classes:

global fund banking, investor dependent - early stage, investor dependent - growth stage, and cash flow dependent and innovation C&I.

For further descriptions of these loan classes, refer to Note 1—Significant Accounting Policies and Basis of Presentation in the Notes to the Consolidated Financial Statements included in our 2024 Form 10-K.

During the second quarter of 2025, the loan classes which were reported in the SVB portfolio in the 2024 Form 10-K were recast to the Commercial portfolio (the “2025 Loan Class Changes”) as summarized below:

• Global fund banking remained a separate loan class, but is reported under the Commercial portfolio.

• Investor dependent–early stage and investor dependent–growth stage were combined into a single investor dependent loan class, which is reported under the Commercial portfolio.

• Cash flow dependent and innovation C&I was combined with the commercial and industrial loan class, which is reported under the Commercial portfolio.

Loan and lease and ALLL disclosures for all periods presented in this Form 10-Q were recast to reflect the 2025 Loan Class Changes.

Refer to Note 4—Loans and Leases and Note 5—Allowance for Loan and Lease Losses.

The disclosures in Note 17—Segment Information were not recast as a result of the 2025 Loan Class Changes because the composition of reportable segments is separate and distinct from the identification of loan classes.

Use of Estimates in the Preparation of Financial Statements

1 unchanged sentence

These estimates and assumptions impact the amounts reported in the consolidated financial statements and accompanying notes and the disclosures provided, and actual results could differ from those estimates.

The significant estimate related to the determination of the ALLL is considered a critical accounting estimate.

The significant estimate related to the determination of the allowance for loan and lease losses (“ALLL”) is considered a critical accounting estimate.

SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies are described in the 2025 Form 10-K.

There were no material changes to these policies during the nine months ended September 30, 2025.

There were no material changes to these policies during the three months ended March 31, 2026.

Newly Adopted Accounting Standards

As of January 1, 2026, BancShares adopted the following Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board:

ASU 2025-08—Financial Instruments — Credit Losses (Topic 326):

Purchased Loans, Issued November 2025

Under this ASU, purchased seasoned loans (“PSLs” as described below) must be recognized at the purchase price, plus the ALLL at the acquisition date (the “Gross-Up Approach”).

Since the ALLL at the acquisition date is established through the Gross-Up Approach, there is no corresponding increase to the provision for loan and lease losses (“Day 2 Provision for Loan and Lease Losses”).

Prior to this ASU, the Gross-Up Approach was only permitted for purchased credit deteriorated (“PCD”) loans, while the initial ALLL for Non-PCD loans was established through the Day 2 Provision for Loan and Lease Losses.

Under this ASU, the Gross-Up Approach applies to PCD loans and the following Non-PCD loans which qualify as PSLs:

(i) non-credit card loans acquired in a business combination and (ii) non-credit card loans purchased more than 90 days after origination in a non-business combination transaction, provided the acquirer was not involved in the original lending.

This ASU specifically excludes credit card loans from the definition of PSLs.

This ASU is required to be applied prospectively upon adoption.

We early adopted this ASU as of January 1, 2026 (the “Adoption Date”) on a prospective basis.

For PSLs acquired on or after the Adoption Date, this ASU could reduce the Day 2 Provision for Loan and Lease Losses, and the subsequent credit-related loan purchase accounting accretion or amortization that was prevalent for Non-PCD loans acquired prior the Adoption Date.

This ASU did not have a material impact on our consolidated financial statements or related disclosures for the three month period ended March 31, 2026.

ASU 2025-05—Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, Issued July 2025

This ASU provides an optional practical expedient which permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating the ALLL for accounts receivable.

We adopted this ASU as of January 1, 2026.

We did not elect the optional practical expedient and adoption of this ASU did not impact our consolidated financial statements or disclosures.

NOTE 2 — BUSINESS COMBINATIONS

1 unchanged sentence

On October 16, 2025, FCB announced that it had entered into an agreement to consummate the acquisition of 138 branches from BMO Bank N.A.

(“BMO Bank”) located throughout the Midwest, Great Plains and West regions of the U.S.

located throughout the Midwest, Great Plains and West regions of the U.S.

(the “BMO Branch Acquisition”).

In connection with the BMO Branch Acquisition, FCB expects to assume approximately $ 5.3 billion in deposit liabilities and acquire approximately $ 1.1 billion in loans.

We expect the transaction to close in mid-2026, subject to customary closing terms and conditions and regulatory approvals.

Completed Acquisition

On March 27, 2023 (the “SVBB Acquisition Date”), FCB acquired substantially all loans and certain other assets and assumed all customer deposits and certain other liabilities of Silicon Valley Bridge Bank, N.A.

(“SVBB”) from the Federal Deposit Insurance Corporation (the “FDIC”) pursuant to the terms of a purchase and assumption agreement (the “SVBB Purchase Agreement”) by and among FCB, the FDIC, and the FDIC, as receiver of SVBB (the “SVBB Acquisition”).

In connection with the SVBB Purchase Agreement, FCB entered into a commercial shared loss agreement with the FDIC (the “Shared-Loss Agreement”).

On April 7, 2025, FCB and the FDIC entered into an agreement (the “Shared-Loss Termination Agreement”) to terminate the Shared-Loss Agreement.

As a result of entering into the Shared-Loss Termination Agreement, all rights and obligations of the parties under the Shared-Loss Agreement terminated as of the date of the Shared-Loss Termination Agreement, including FCB’s reporting covenants and obligations related to FDIC Loss Sharing and FCB reimbursement (each as defined in Note 2—Business Combinations in our 2024 Form 10-K).

There was no impact to our consolidated balance sheets or statements of income resulting from the Shared-Loss Termination Agreement because there was no loss indemnification asset or true-up liability associated with the Shared-Loss Agreement, primarily based on evaluation of historical loss experience and the credit quality of the Covered Assets (as defined in Note 2—Business Combinations in our 2024 Form 10-K).

In connection with the SVBB Acquisition, FCB issued a five-year $ 36.07 billion note payable to the FDIC, maturing March 27, 2028, which was amended and restated on November 20, 2023 (the “Purchase Money Note”).

FCB and the FDIC, as lender and as collateral agent, also entered into an Advance Facility Agreement, dated as of the SVBB Acquisition Date, and effective as of November 20, 2023 (the “Advance Facility Agreement”), which provided total advances available through March 27, 2025 of up to $ 70 billion solely to provide liquidity to offset deposit withdrawal or runoff of former SVBB deposit accounts and to fund the unfunded commercial lending commitments acquired in the SVBB Acquisition.

There were no amounts outstanding on the facility at the end of the draw period on March 27, 2025.

Refer to Note 2—Business Combinations in our 2024 Form 10-K for further discussion of the SVBB Acquisition, Purchase Money Note, and the Advance Facility Agreement.

We expect the transaction to close in the second half of 2026, subject to customary closing terms and conditions and the receipt of remaining regulatory approvals.

SVBB Acquisition

On March 27, 2023, FCB acquired substantially all loans and certain other assets and assumed all customer deposits and certain other liabilities of Silicon Valley Bridge Bank, N.A.

from the Federal Deposit Insurance Corporation (the “FDIC” and such transaction, the “SVBB Acquisition”) and FCB issued a five-year $ 36.07 billion note payable to the FDIC, maturing March 27, 2028, which was amended and restated on November 20, 2023 (the “Purchase Money Note”) and is collateralized by certain loans.

Refer to Note 10—Borrowings for the outstanding carrying value of the Purchase Money Note.

NOTE 3 — INVESTMENT SECURITIES

1 unchanged sentence

Amortized Cost and Fair Value - Investment Securities

dollars in millions September 30, 2025

dollars in millions March 31, 2026

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

39 unchanged sentences

Investments in government agency securities represent securities issued by the Small Business Administration (“SBA”), Federal Home Loan Bank (“FHLB”) and other U.S.

Investments in residential and commercial mortgage-backed securities represent securities issued by the Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corporation.

Investments in residential and commercial mortgage-backed securities represent securities issued by the Government National Mortgage Association (“GNMA”), Federal National Mortgage Association (“FNMA”) and Federal Home Loan Mortgage Corporation (“FHLMC”).

Investments in corporate bonds represent positions in debt securities of other financial institutions.

10 unchanged sentences

Given this limited trading activity and the continuing uncertainty regarding the likelihood, ultimate timing and eventual exchange of Visa Class B-1 common stock for shares of Visa Class A common stock or other marketable classes of Visa common stock, these shares are not considered to have a readily determinable fair value and have no carrying value.

BancShares has not elected to participate in any exchange offers pertaining to its shares of Visa Class B-1 common stock, including the exchange offer Visa commenced on April 13, 2026.

BancShares continues to monitor the trading activity in Visa Class B-1 common stock, the status of the resolution of certain litigation matters at Visa, and other potential exchange alternatives that would trigger the conversion of the Visa Class B-1 common stock into Visa Class A common stock or other marketable classes of Visa common stock.

Accrued interest receivable for available for sale and held to maturity debt securities was excluded from the estimate for credit losses.

At September 30, 2025, accrued interest receivable for available for sale and held to maturity debt securities was $ 172 million and $ 19 million, respectively.

At March 31, 2026, accrued interest receivable for available for sale and held to maturity debt securities was $ 184 million and $ 18 million, respectively.

At December 31, 2025, accrued interest receivable for available for sale and held to maturity debt securities was $ 157 million and $ 20 million, respectively.

During the three and nine months ended September 30, 2025 and 2024, there was no accrued interest that was deemed uncollectible and written off against interest income.

During the three months ended March 31, 2026 and 2025, there was no accrued interest that was deemed uncollectible and written off against interest income.

A security is considered past due once it is 30 days contractually past due under the terms of the agreement.

There were no securities past due as of September 30, 2025 or December 31, 2024.

There were no securities past due as of March 31, 2026 or December 31, 2025.

The following table provides the amortized cost and fair value by contractual maturity.

2 unchanged sentences

Maturities - Debt Securities

dollars in millions September 30, 2025 December 31, 2024

dollars in millions March 31, 2026 December 31, 2025

Amortized Cost Fair Value Amortized Cost Fair Value

19 unchanged sentences

Interest and Dividends on Investment Securities

dollars in millions Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

dollars in millions Three Months Ended March 31,

Interest income - taxable investment securities (1)

$ 432 $ 357 $ 1,263 $ 967

Interest income - nontaxable investment securities 1 — 1 1

Dividend income - marketable equity securities 1 1

3 unchanged sentences

Realized Gain (Loss) on Sale of Investment Securities, Net

dollars in millions Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

dollars in millions Three Months Ended March 31,

Gross realized gain on sale of investment securities available for sale $ — $ 1

Gross realized loss on sale of investment securities available for sale — ( 2 )

Net realized loss on sale of investment securities available for sale — — ( 1 ) —

Net realized gain (loss) on sale of investment securities available for sale — ( 1 )

Net realized gain on sale of marketable equity securities

Realized gain on sale of investment securities, net

$ — $ 4 $ — $ 4

Realized gain (loss) on sale of investment securities, net $ — $ —

The following table provides information regarding investment securities available for sale with unrealized losses:

Gross Unrealized Losses on Debt Securities Available For Sale

dollars in millions September 30, 2025

dollars in millions March 31, 2026

Less than 12 months 12 months or more Total

17 unchanged sentences

Total $ 1,722 $ ( 3 ) $ 4,587 $ ( 500 ) $ 6,309 $ ( 503 )

As of September 30, 2025, there were 461 investment securities available for sale with continuous unrealized losses for more than 12 months, of which 427 were government sponsored enterprise-issued mortgage-backed securities, government agency securities, or U.S.

Treasury securities and the remaining 34 were corporate bonds.

As of March 31, 2026, there were 300 investment securities available for sale with continuous unrealized losses for more than 12 months, of which 285 were government sponsored enterprise-issued mortgage-backed securities including GNMA, FHLMC and FNMA, or government agency securities, and the remaining 15 were corporate bonds.

BancShares has the ability and intent to retain these securities for a period of time sufficient to recover all unrealized losses.

Given the consistently strong credit rating of the U.S.

Treasury, and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, as of September 30, 2025, no allowance for credit loss was required.

Treasury, and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, as of March 31, 2026, no allowance for credit loss was required.

For corporate bonds, we analyzed the changes in interest rates relative to when the investment securities were purchased or acquired, and considered other factors including changes in credit ratings, delinquencies, and other macroeconomic factors.

As a result of this analysis, we determined that no allowance for credit loss was required for investment securities available for sale as of September 30, 2025.

BancShares’ portfolio of held to maturity debt securities consists of mortgage-backed securities issued by government agencies and government sponsored entities, U.S.

As a result of this analysis, we determined that no allowance for credit loss was required for investment securities available for sale as of March 31, 2026.

BancShares’ portfolio of held to maturity debt securities consists of mortgage-backed securities issued by government agencies and government sponsored entities including GNMA, FHLMC and FNMA, U.S.

Treasury notes, unsecured bonds issued by government agencies and government sponsored entities, and securities issued by the Supranational Entities & Multilateral Development Banks.

Given the consistently strong credit rating of the U.S.

Treasury and the Supranational Entities & Multilateral Development Banks, and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, no allowance for credit loss was required for debt securities held to maturity as of September 30, 2025.

There were no debt securities on nonaccrual status as of September 30, 2025 or December 31, 2024.

Investment securities having an aggregate carrying value of $ 6.18 billion at September 30, 2025, and $ 3.94 billion at December 31, 2024, were pledged as collateral to secure public funds on deposit, the Purchase Money Note, certain short-term borrowings, and for other purposes as required by law.

Certain investments held by BancShares are reported in other assets, including FHLB stock and nonmarketable securities without readily determinable fair values that are recorded at cost, and investments in qualified affordable housing projects, all of which are accounted for under the proportional amortization method (the “PAM”).

There were no debt securities on nonaccrual status as of March 31, 2026 or December 31, 2025.

Investment securities having an aggregate carrying value of $ 3.59 billion at March 31, 2026, and $ 3.89 billion at December 31, 2025, were pledged as collateral to secure public funds on deposit, the Purchase Money Note, certain short-term borrowings, and for other purposes as required by law.

Certain investments held by BancShares are reported in other assets, including FHLB stock and nonmarketable securities without readily determinable fair values that are recorded at cost, investments in qualified affordable housing projects that are accounted for under the proportional amortization method (“PAM”), and renewable energy tax credit investments that utilize the hypothetical liquidation at book value method (“HLBVM”).

Refer to Note 1—Significant Accounting Policies and Basis of Presentation of our 2025 Form 10-K for descriptions of the accounting methodologies.

NOTE 4 — ASSETS HELD FOR SALE

The composition of assets held for sale is summarized in the following table.

dollars in millions March 31, 2026 December 31, 2025

Loans and leases:

Commercial (1)

Consumer 733 781

Loans and leases 1,118 799

Operating lease equipment 4 5

Total assets held for sale $ 1,122 $ 804

(1) There were nonaccrual loans held for sale of $ 0 at March 31, 2026 and $ 10 million at December 31, 2025.

In March 2026, FCB management committed to a plan to sell $ 364 million of SBA commercial loans, which were then transferred from held for investment to held for sale.

We did not establish a valuation allowance for the loans transferred to held for sale as the estimated fair value exceeded amortized cost.

Consumer loans held for sale at March 31, 2026 and December 31, 2025 were largely comprised of residential mortgage loans that were transferred from held for investment to held for sale in December 2025.

We did not establish a valuation allowance for the loans transferred to held for sale as the estimated fair value exceeded the amortized cost of $ 644 million and $ 694 million at March 31, 2026 and December 31, 2025, respectively.

In April 2026, the loan sale closed and a gain was recognized as the sale proceeds exceeded the amortized cost of $ 644 million.

Additionally, consumer loans held for sale at March 31, 2026 and December 31, 2025 consisted of residential mortgage loans that FCB originated with the intent to sell.

NOTE 5 — LOANS AND LEASES

Unless otherwise noted, loans held for sale are not included in the following tables.

Leases in the following tables include finance leases, but exclude operating lease equipment.

Loans held for sale are excluded from loans and leases on the Consolidated Balance Sheets and are included in Note 4—Assets Held For Sale.

Finance leases for which we are the lessor are included in the commercial and industrial loan class in the following tables.

Refer to Note 7—Leases for further information on leases.

The following table summarizes loans by class:

Loans by Class

dollars in millions September 30, 2025 December 31, 2024

Commercial construction $ 5,926 $ 5,109

Owner occupied commercial mortgage 17,232 16,842

Non-owner occupied commercial mortgage 15,645 16,194

dollars in millions March 31, 2026 December 31, 2025

Commercial and industrial $ 45,753 $ 44,721

Leases 2,066 2,014

Global fund banking 31,615 27,904

Capital call lines 32,274 31,791

Owner occupied commercial mortgage 17,502 17,660

Investor dependent 2,714 2,778

Commercial real estate 23,707 23,784

Total commercial 121,950 120,734

1 unchanged sentence

Revolving mortgage 2,863 2,863

Consumer auto 1,463 1,523

Consumer other 1,037 986

Auto 1,332 1,416

Other consumer 849 1,056

Total consumer 26,742 27,196

Total loans and leases $ 148,692 $ 147,930

Refer to Note 1—Significant Accounting Policies and Basis of Presentation for discussion related to changes in loan classes.

At September 30, 2025 and December 31, 2024, accrued interest receivable on loans included in other assets was $ 637 million and $ 603 million, respectively, and was excluded from the estimate of credit losses.

At March 31, 2026 and December 31, 2025, accrued interest receivable on loans included in other assets was $ 639 million and $ 635 million, respectively, and was excluded from the estimate of the ALLL.

The discount on acquired loans is accreted to interest income over the contractual life of the loan using the effective interest method.

Discount accretion income was $ 71 million and $ 230 million for the three and nine months ended September 30, 2025, including $ 6 million and $ 17 million for unfunded commitments, respectively.

Discount accretion income was $ 107 million and $ 415 million for the three and nine months ended September 30, 2024, including $ 16 million and $ 71 million for unfunded commitments, respectively.

Discount accretion income was $ 48 million for the three months ended March 31, 2026, including $ 1 million for unfunded commitments.

Discount accretion income was $ 84 million for the three months ended March 31, 2025, including $ 8 million for unfunded commitments.

The following table presents selected components of the amortized cost of loans, including the unamortized discount on acquired loans.

Components of Amortized Cost

dollars in millions September 30, 2025 December 31, 2024

dollars in millions March 31, 2026 December 31, 2025

Deferred fees, including unamortized costs and unearned fees on non-PCD loans $ ( 102 ) $ ( 103 )

2 unchanged sentences

Total net unamortized discount $ 1,281 $ 1,326

The aging and nonaccrual status of the outstanding loans and leases by class at September 30, 2025 and December 31, 2024 are provided in the tables below.

The aging and nonaccrual status of the outstanding loans and leases by class at March 31, 2026 and December 31, 2025 are provided in the tables below.

Loans and leases less than 30 days past due are considered current, as various grace periods allow borrowers to make payments within a stated period after the due date and remain in compliance with the respective agreement.

Loans and Leases - Delinquency and Nonaccrual Status (1)

dollars in millions September 30, 2025

dollars in millions March 31, 2026

Accruing Loans

2 unchanged sentences

Greater Total

Past Due Current Total Accruing Nonaccrual Loans Total

Commercial construction $ 8 $ 20 $ 19 $ 47 $ 5,870 $ 5,917 $ 9 $ 5,926

Owner occupied commercial mortgage 31 21 — 52 17,022 17,074 158 17,232

Non-owner occupied commercial mortgage 36 36 142 214 15,066 15,280 365 15,645

Past Due Current Total Accruing Nonaccrual Loans (2)

Commercial and industrial $ 222 $ 29 $ 35 $ 286 $ 45,006 $ 45,292 $ 461 $ 45,753

Leases 30 7 — 37 2,004 2,041 25 2,066

Global fund banking — — — — 31,615 31,615 — 31,615

Capital call lines 31 — — 31 32,243 32,274 — 32,274

Owner occupied commercial mortgage 65 24 16 105 17,235 17,340 162 17,502

Investor dependent 8 — — 8 2,669 2,677 37 2,714

Commercial real estate 87 10 185 282 22,901 23,183 524 23,707

Total commercial 413 63 236 712 120,054 120,766 1,184 121,950

1 unchanged sentence

Revolving mortgage 24 3 — 27 2,798 2,825 38 2,863

Consumer auto 10 2 — 12 1,443 1,455 8 1,463

Consumer other 4 3 2 9 1,027 1,036 1 1,037

Auto 10 2 — 12 1,310 1,322 10 1,332

Other consumer 4 2 2 8 840 848 1 849

Total consumer 186 32 9 227 26,270 26,497 245 26,742

2 unchanged sentences

Accruing Loans

Past Due 60-89 Days

Past Due 90 Days or

Greater Total

Past Due Current Total Accruing Nonaccrual Loans Total

Commercial construction $ 21 $ 1 $ 1 $ 23 $ 5,077 $ 5,100 $ 9 $ 5,109

Owner occupied commercial mortgage 30 9 2 41 16,739 16,780 62 16,842

Non-owner occupied commercial mortgage 43 27 78 148 15,621 15,769 425 16,194

Total Accruing Nonaccrual Loans (2)

Commercial and industrial $ 232 $ 56 $ 63 $ 351 $ 43,914 $ 44,265 $ 456 $ 44,721

Leases 33 11 2 46 1,937 1,983 31 2,014

Global fund banking — — — — 27,904 27,904 — 27,904

Capital call lines — — — — 31,791 31,791 — 31,791

Owner occupied commercial mortgage 78 19 1 98 17,403 17,501 159 17,660

Investor dependent 11 1 — 12 2,717 2,729 49 2,778

Commercial real estate 221 31 171 423 22,943 23,366 418 23,784

Total commercial 542 107 235 884 118,768 119,652 1,082 120,734

1 unchanged sentence

Revolving mortgage 25 4 — 29 2,799 2,828 35 2,863

Consumer auto 12 3 — 15 1,500 1,515 8 1,523

Consumer other 5 3 3 11 974 985 1 986

Auto 15 3 — 18 1,389 1,407 9 1,416

Other consumer 5 3 2 10 1,044 1,054 2 1,056

Total consumer 213 52 9 274 26,697 26,971 225 27,196

Total loans and leases $ 755 $ 159 $ 244 $ 1,158 $ 145,465 $ 146,623 $ 1,307 $ 147,930

(1) Accrued interest that was reversed when the loan went to nonaccrual status was $ 14 million for the nine months ended September 30, 2025 and $ 14 million for the year ended December 31, 2024.

(2) Nonaccrual loans for which there was no related ALLL totaled $ 411 million at September 30, 2025 and $ 303 million at December 31, 2024.

Other real estate owned (“OREO”) and repossessed assets were $ 98 million as of September 30, 2025 and $ 64 million as of December 31, 2024.

(1) Accrued interest that was deducted from interest income when the loan was moved to nonaccrual status was $ 5 million for the three months ended March 31, 2026 and $ 7 million for the three months ended March 31, 2025.

(2) Nonaccrual loans for which there was no related ALLL totaled $ 343 million at March 31, 2026 and $ 415 million at December 31, 2025.

Refer to Note 1—Significant Accounting Policies and Basis of Presentation of our 2025 Form 10-K for discussion of loans individually evaluated to determine the ALLL.

Other real estate owned (“OREO”) and repossessed assets were $ 116 million as of March 31, 2026 and $ 124 million as of December 31, 2025.

Credit Quality Indicators

15 unchanged sentences

Ungraded – Ungraded loans represent loans not included in the individual credit grading process due to their relatively small balances or borrower type.

The majority of ungraded loans at September 30, 2025 and December 31, 2024, relate to business credit cards.

The majority of ungraded loans at March 31, 2026 and December 31, 2025, relate to business credit cards.

Business credit card loans are subject to automatic charge-off when they become 120 days past due in the same manner as unsecured consumer lines of credit.

The credit quality indicator for consumer loans is based on delinquency status of the borrower as of the date presented.

The credit quality indicator for consumer loans is based on delinquency status of the borrower as of the end of the period.

As the borrower becomes more delinquent, the likelihood of loss increases.

3 unchanged sentences

The consumer loan delinquency status by year of origination is also presented below.

The tables reflect the amortized cost of the loans and include purchased credit deteriorated (“PCD”) loans.

The tables reflect the amortized cost of the loans and include PCD loans.

Commercial Loans - Risk Classifications by Class

September 30, 2025

March 31, 2026

Risk Classification:

1 unchanged sentence

dollars in millions 2026 2025 2024 2023 2022 2021 & Prior Revolving Total

Commercial construction

Commercial and industrial

Pass $ 5,282 $ 10,795 $ 6,883 $ 3,182 $ 2,450 $ 2,712 $ 10,792 $ 72 $ 42,168

3 unchanged sentences

Ungraded — — — — — — 151 — 151

Total commercial construction 1,503 1,691 1,513 675 99 83 362 — 5,926

Total commercial and industrial 5,456 11,420 7,532 3,475 3,003 3,265 11,522 80 45,753

Capital call lines

Pass 40 — — — — — 32,191 43 32,274

Total capital call lines 40 — — — — — 32,191 43 32,274

Owner occupied commercial mortgage

3 unchanged sentences

Doubtful — — — 12 — — — — 12

Ungraded — — — — — — — — —

Total owner occupied commercial mortgage 710 2,702 2,684 2,294 2,597 6,221 263 31 17,502

Non-owner occupied commercial mortgage

Pass 1,977 2,606 3,235 2,241 1,375 2,575 93 3 14,105

Special Mention 128 53 114 51 1 24 — — 371

Substandard 354 243 141 107 35 199 1 — 1,080

Doubtful 42 21 — 15 — 11 — — 89

Ungraded — — — — — — — — —

Total non-owner occupied commercial mortgage 2,501 2,923 3,490 2,414 1,411 2,809 94 3 15,645

Commercial and industrial

Pass 9,018 8,274 4,151 3,307 1,717 1,803 9,082 75 37,427

Special Mention 188 234 105 122 193 47 116 — 1,005

Substandard 410 207 387 454 316 58 502 4 2,338

Doubtful 10 11 31 80 10 1 108 — 251

Ungraded — — — — — — 151 — 151

Total commercial and industrial 9,626 8,726 4,674 3,963 2,236 1,909 9,959 79 41,172

Investor dependent

Pass 182 986 522 84 61 — 302 — 2,137

2 unchanged sentences

Doubtful — 8 11 10 2 — 2 — 33

Ungraded — — — — — — — — —

Total leases 655 631 409 210 89 72 — — 2,066

Global fund banking

Total Investor dependent 189 1,160 752 175 73 3 362 — 2,714

Commercial real estate

Pass 1,496 4,854 4,561 3,875 2,643 3,970 688 — 22,087

2 unchanged sentences

Doubtful 12 13 27 1 19 14 — — 86

Ungraded — — — — — — — — —

Total global fund banking 983 779 57 104 11 16 29,517 148 31,615

Investor dependent

Total commercial real estate 1,551 5,396 4,819 4,195 2,808 4,249 689 — 23,707

Total commercial

Pass 7,678 19,286 14,535 9,257 7,485 12,554 44,226 143 115,164

3 unchanged sentences

Ungraded — — — — — — 151 — 151

Total investor dependent 874 1,038 346 165 7 — 342 — 2,772

Total commercial $ 7,946 $ 20,678 $ 15,787 $ 10,139 $ 8,481 $ 13,738 $ 45,027 $ 154 $ 121,950

Consumer Loans - Delinquency Status by Class

September 30, 2025

March 31, 2026

Days Past Due:

13 unchanged sentences

Total revolving mortgage — — — — — — 2,701 162 2,863

Consumer auto

Current 109 436 360 188 134 86 — — 1,313

3 unchanged sentences

Total consumer auto 109 440 365 192 138 88 — — 1,332

Consumer other

Other consumer

Current 42 164 81 51 44 17 443 — 842

10 unchanged sentences

dollars in millions 2025 2024 2023 2022 2021 2020 & Prior Revolving Total

Commercial construction

Commercial and industrial

Pass $ 13,484 $ 7,906 $ 3,552 $ 2,963 $ 1,428 $ 1,539 $ 10,143 $ 76 $ 41,091

3 unchanged sentences

Ungraded — — — — — — 143 — 143

Total commercial construction 1,095 1,942 1,358 307 166 93 148 — 5,109

Total Commercial and industrial 14,166 8,490 3,907 3,570 1,928 1,664 10,915 81 44,721

Capital call lines

Pass — — — — — — 31,758 33 31,791

Total capital call lines — — — — — — 31,758 33 31,791

Owner occupied commercial mortgage

3 unchanged sentences

Doubtful — 4 10 — — — — — 14

Ungraded — — — — — — — — —

Total owner occupied commercial mortgage 2,883 2,832 2,364 2,687 2,402 4,203 258 31 17,660

Non-owner occupied commercial mortgage

Pass 2,879 3,082 2,744 2,041 1,598 2,134 119 3 14,600

Special Mention — 66 293 43 4 86 — — 492

Substandard 12 15 171 39 116 653 — — 1,006

Doubtful — — — — 20 76 — — 96

Ungraded — — — — — — — — —

Total non-owner occupied commercial mortgage 2,891 3,163 3,208 2,123 1,738 2,949 119 3 16,194

Commercial and industrial

Pass 11,813 6,295 4,622 2,389 1,221 1,408 9,033 67 36,848

Special Mention 145 236 255 302 29 69 203 — 1,239

Substandard 155 347 614 332 195 207 454 4 2,308

Doubtful 5 23 42 15 1 18 103 — 207

Ungraded — — — — — — 135 — 135

Total commercial and industrial 12,118 6,901 5,533 3,038 1,446 1,702 9,928 71 40,737

Investor dependent

Pass 981 648 110 67 — — 326 — 2,132

2 unchanged sentences

Doubtful 13 11 16 5 — — 2 — 47

Ungraded — — — — — — — — —

Total leases 774 555 354 167 110 54 — — 2,014

Global fund banking

Total investor dependent 1,127 901 244 105 4 — 397 — 2,778

Commercial real estate

Pass 5,005 4,720 4,512 2,791 1,614 2,631 732 — 22,005

2 unchanged sentences

Doubtful 29 3 — 18 1 22 — — 73

Ungraded — — — — — — — — —

Total global fund banking 892 179 152 28 16 12 26,589 36 27,904

Investor dependent

Total commercial real estate 5,645 4,991 4,872 2,979 1,687 2,877 733 — 23,784

Total commercial

Pass 22,286 16,013 10,351 8,251 5,332 8,124 43,207 137 113,701

3 unchanged sentences

Ungraded — — — — — — 143 — 143

Total investor dependent 1,300 860 550 73 1 — 406 3 3,193

Total commercial $ 23,821 $ 17,214 $ 11,387 $ 9,341 $ 6,021 $ 8,744 $ 44,061 $ 145 $ 120,734

16 unchanged sentences

Total revolving mortgage — — — — — — 2,709 154 2,863

Consumer auto

Current 504 405 217 157 77 33 — — 1,393

3 unchanged sentences

Total consumer auto 507 411 222 162 80 34 — — 1,416

Consumer other

Other consumer

Current 176 100 65 53 15 6 630 — 1,045

6 unchanged sentences

Gross charge-off disclosures by origination year and loan class are summarized in the following tables:

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Term Loans by Origination Year Revolving Converted to Term Loans

dollars in millions 2026 2025 2024 2023 2022 2021 & Prior Revolving Total

Commercial construction $ — $ — $ — $ 1 $ — $ — $ — $ — $ 1

Owner occupied commercial mortgage — 2 — — — 1 — — 3

Non-owner occupied commercial mortgage 4 23 3 20 — 32 — — 82

Commercial and industrial $ 1 $ 7 $ 19 $ 8 $ 7 $ 5 $ 47 $ 1 $ 95

Leases 2 3 3 3 1 3 — — 15

Capital call lines — — — — — — — — —

Owner occupied commercial mortgage — — 4 — — — — — 4

Investor dependent — 6 — — 3 2 1 — 12

Commercial real estate — 6 — — — 6 — — 12

Total commercial 1 19 23 8 10 13 48 1 123

Residential mortgage — — — — — — — — —

Consumer auto — 2 2 1 1 — — — 6

Consumer other — 1 1 1 — — 12 — 15

Revolving mortgage — — — — — — — — —

Auto — 1 — 1 — — — — 2

Other consumer — 1 1 — — — 5 — 7

Total consumer — 2 1 1 — — 5 — 9

Total loans and leases $ 1 $ 21 $ 24 $ 9 $ 10 $ 13 $ 53 $ 1 $ 132

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Term Loans by Origination Year Revolving Converted to Term Loans

dollars in millions 2025 2024 2023 2022 2021 2020 & Prior Revolving Total

Owner occupied commercial mortgage $ — $ — $ — $ — $ — $ 8 $ — $ — $ 8

Non-owner occupied commercial mortgage — — — — 19 70 — — 89

Commercial and industrial $ — $ 7 $ 20 $ 11 $ 5 $ 6 $ 30 $ 1 $ 80

Leases 1 4 4 4 2 2 — — 17

Capital call lines — — — — — — — — —

Owner occupied commercial mortgage — — — — — — — — —

Investor dependent — 4 14 12 6 2 1 — 39

Commercial real estate — 10 3 10 — 17 — — 40

Total commercial — 21 37 33 11 25 31 1 159

Residential mortgage — — — — — — — — —

Consumer auto — 2 1 1 — — — — 4

Consumer other — 1 1 1 — 1 12 — 16

Revolving mortgage — — — — — — — — —

Auto — 1 1 1 — — — — 3

Other consumer — — 1 — — — 4 — 5

Total consumer — 1 2 1 — — 4 — 8

Total loans and leases

$ — $ 22 $ 39 $ 34 $ 11 $ 25 $ 35 $ 1 $ 167

Loan Modifications for Borrowers Experiencing Financial Difficulties

As part of BancShares’ ongoing credit risk management practices, BancShares attempts to work with borrowers when necessary to extend or modify loan terms to better align with the borrowers’ current ability to repay.

BancShares’ modifications granted to debtors experiencing financial difficulties typically take the form of term extensions, interest rate reductions, payment delays, principal forgiveness, or a combination thereof.

BancShares’ modifications granted to debtors experiencing financial difficulties typically take the form of term extensions, payment delays, interest rate reductions, principal forgiveness, or a combination thereof.

Modifications are made in accordance with internal policies and guidelines to conform to regulatory guidance.

2 unchanged sentences

Loan modifications for principal forgiveness round to less than $ 1 million for all loan classes in all periods presented and are not presented in the following tables.

Amortized Cost of Loans Modified during the three months ended September 30, 2025

dollars in millions Term Extension (1)

Payment Delay Interest Rate Reduction Term Extension (1) and Interest Rate Reduction

Term Extension (1) and Payment Delay

Other Combinations (2)

Total Percent of Total Loan Class

Commercial construction $ 8 $ — $ — $ — $ 7 $ — $ 15 0.24 %

Owner occupied commercial mortgage 8 3 — — — — 11 0.07

Non-owner occupied commercial mortgage 61 9 — 45 — — 115 0.74

Commercial and industrial 233 48 — 14 4 1 300 0.73

Investor dependent 9 40 — — 4 — 53 1.92

Total commercial 319 100 — 59 15 1 494 0.42

Residential mortgage 7 — 1 — 2 — 10 0.04

Total consumer 7 — 1 — 2 — 10 0.04

Total loans and leases $ 326 $ 100 $ 1 $ 59 $ 17 $ 1 $ 504 0.35 %

(1) Term extensions include modifications in which the balloon principal payment was deferred to a later date or the loan amortization period was extended.

(2) Consists of $ 1 million of commercial and industrial loans modified with a term extension, payment delay, and interest rate reduction.

Amortized Cost of Loans Modified during the three months ended September 30, 2024

Amortized Cost of Loans Modified during the three months ended March 31, 2026

dollars in millions Term Extension (1)

2 unchanged sentences

Total Percent of Total Loan Class

Owner occupied commercial mortgage $ 15 $ 1 $ — $ 8 $ — $ 24 0.15 %

Non-owner occupied commercial mortgage 30 6 — — — 36 0.22

Commercial and industrial $ 228 $ 70 $ 3 $ 1 $ 22 $ 324 0.71 %

Investor dependent 6 34 — — 8 48 1.37

Total commercial 191 41 — 11 9 252 0.23

Residential mortgage 1 — — 1 — 2 0.01

Revolving mortgage 1 — — — — 1 0.05

Total consumer 2 — — 1 — 3 0.01

Total loans and leases $ 193 $ 41 $ — $ 12 $ 9 $ 255 0.18 %

(1) Term extensions include modifications in which the balloon principal payment was deferred to a later date or the loan amortization period was extended.

Financial Effects of Loan Modifications made during the three months ended September 30, 2025

dollars in millions Weighted Average Term Extension (in Months) Weighted Average Interest Rate Reduction Weighted Average Payment Delay (in Months)

Commercial construction 8 — % 7

Owner occupied commercial mortgage 26 — 13 18 8 65 0.38

Non-owner occupied commercial mortgage 9 0.52 36

Commercial and industrial 15 1.05 12

Leases 60 — —

Investor dependent 7 37 — — — 44 1.64

Total commercial 13 0.65 11

Residential mortgage 21 1.52 8

Revolving mortgage 58 4.36 —

Consumer auto 18 — —

Consumer other 60 11.41 —

Total consumer 24 3.01 8

Total loans and leases 13 0.71 % 11

Financial Effects of Loan Modifications made during the three months ended September 30, 2024

dollars in millions Weighted Average Term Extension (in Months) Weighted Average Interest Rate Reduction Weighted Average Payment Delay (in Months)

Commercial construction 36 0.60 % —

Owner occupied commercial mortgage 17 1.82 6

Non-owner occupied commercial mortgage 7 — 6

Commercial and industrial 15 2.61 6

Leases 11 — —

Investor dependent 9 — 6

Commercial real estate 8 — — 15 3 26 0.11

Total commercial 269 107 16 34 33 459 0.38

1 unchanged sentence

Revolving mortgage 1 — — — — 1 0.02

Consumer auto 31 — —

Consumer other 60 10.54 —

Auto — — — — — — 0.01

Other consumer — — — — — — —

Total consumer 5 — 1 — — 6 0.02

Total loans and leases

The financial effects of loan modifications for certain loan classes reported in the tables above were not reported in the preceding tables as the total amortized cost of loans modified during the period for such loan classes rounded to less than $ 1 million.

Amortized Cost of Loans Modified during the nine months ended September 30, 2025

$ 274 $ 107 $ 17 $ 34 $ 33 $ 465 0.31 %

(1) Term extensions include modifications which extended the maturity date or amortization period, and modifications that deferred lump-sum principal payments to a later date.

Amortized Cost of Loans Modified during the three months ended March 31, 2025

dollars in millions Term Extension (1)

1 unchanged sentence

Term Extension (1) and Payment Delay

Other Combinations (2)

Total Percent of Total Loan Class

Commercial construction $ 8 $ — $ — $ — $ 15 $ — $ 23 0.38 %

Owner occupied commercial mortgage 11 5 — 29 22 — 67 0.39

Non-owner occupied commercial mortgage 120 9 — 109 23 — 261 1.67

Commercial and industrial $ 58 $ 17 $ — $ 2 $ 20 $ 97 1.75 %

Investor dependent 15 59 — — 10 — 84 3.04

Total commercial 421 197 — 154 83 6 861 0.74

Residential mortgage 15 — 1 2 25 — 43 0.18

Revolving mortgage 1 — — 1 — — 2 0.07

Total consumer 16 — 1 3 25 — 45 0.16

Total loans and leases $ 437 $ 197 $ 1 $ 157 $ 108 $ 6 $ 906 0.63 %

(1) Term extensions include modifications in which the balloon principal payment was deferred to a later date or the loan amortization period was extended.

(2) Consists of $ 6 million of commercial and industrial loans modified with a term extension, payment delay, and interest rate reduction.

Amortized Cost of Loans Modified during the nine months ended September 30, 2024

dollars in millions Term Extension (1)

Payment Delay Interest Rate Reduction Term Extension (1) and Interest Rate Reduction

Term Extension (1) and Payment Delay

Other Combinations (2)

Total Percent of Total Loan Class

Commercial construction $ 3 $ — $ — $ — $ — $ — $ 3 0.06 %

Owner occupied commercial mortgage 12 2 — — 14 28 0.17

Non-owner occupied commercial mortgage 108 6 — — 26 — 140 0.88

Commercial and industrial 191 91 31 12 1 — 326 0.81

Investor dependent 4 21 — — — 25 0.08

Commercial real estate 37 — — — 67 104 5.14

Total commercial 111 40 — 2 101 254 0.35

1 unchanged sentence

Revolving mortgage — — — — — — 0.03

Auto — — — — — — 0.01

Other consumer — — — — — — 0.01

Total consumer 4 — — 1 3 8 0.03

Total loans and leases $ 115 $ 40 $ — $ 3 $ 104 $ 262 0.19 %

(1) Term extensions include modifications in which the balloon principal payment was deferred to a later date or the loan amortization period was extended.

(2) Consists of $ 1 million of investor dependent loans modified with a term extension, interest rate reduction, and payment delay.

Financial Effects of Loan Modifications made during the nine months ended September 30, 2025

(1) Term extensions include modifications which extended the maturity date or amortization period, and modifications that deferred lump-sum principal payments to a later date.

Financial Effects of Loan Modifications made during the three months ended March 31, 2026

Weighted Average Term Extension (in Months) Weighted Average Interest Rate Reduction Weighted Average Payment Delay (in Months)

Commercial construction 7 — % 6

Owner occupied commercial mortgage 11 1.93 5

Non-owner occupied commercial mortgage 17 0.56 14

Commercial and industrial 9 1.76 % 9

Leases 60 — —

Owner occupied commercial mortgage 8 1.75 10

Investor dependent 12 — 7

Commercial real estate 17 0.05 9

Total commercial 10 1.25 9

1 unchanged sentence

Revolving mortgage 39 3.49 —

Consumer auto 19 — —

Consumer other 60 9.93 —

Auto 24 0.24 —

Other consumer — 11.80 —

Total consumer 14 2.20 4

Total loans and leases

Financial Effects of Loan Modifications made during the nine months ended September 30, 2024

Financial Effects of Loan Modifications made during the three months ended March 31, 2025

Weighted Average Term Extension (in Months) Weighted Average Interest Rate Reduction Weighted Average Payment Delay (in Months)

Commercial construction 15 0.60 % —

Owner occupied commercial mortgage 28 1.67 18

Non-owner occupied commercial mortgage 20 — 40

Commercial and industrial 17 1.65 % 10

Leases 11 — 6

Owner occupied commercial mortgage 8 — 6

Investor dependent 12 — 5

Commercial real estate 6 — 6

Total commercial 10 1.65 7

1 unchanged sentence

Revolving mortgage 60 3.21 5

Consumer auto 29 0.26 —

Consumer other 57 9.65 —

Other consumer — 9.97 —

Total consumer 24 2.41 5

1 unchanged sentence

Borrowers experiencing financial difficulties are typically identified in our credit risk management process before loan modifications occur.

Borrowers experiencing financial difficulties are typically identified in our credit risk management process and are consequently addressed in our methodology to estimate the ALLL, which incorporates delinquencies, probability of obligor default, and loss given default.

Therefore, a change to the ALLL is generally not recorded upon modification.

An assessment of whether a borrower is experiencing financial difficulty is reassessed or performed on the date of a modification.

Since the effect of most modifications made to borrowers experiencing financial difficulty is already included in the ALLL because of the measurement methodologies used to estimate the ALLL, a change to the ALLL is generally not recorded upon modification.

Upon BancShares’ determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off.

At September 30, 2025, there were $ 113 million of loans modified in the twelve months ended September 30, 2025, which defaulted subsequent to modification.

At March 31, 2026, there were $ 174 million of loans modified in the twelve-months ended March 31, 2026, which defaulted subsequent to modification.

The following tables present the amortized cost and performance of loans to borrowers experiencing financial difficulties for which the terms of the loan were modified during the referenced periods.

The period of delinquency is based on the number of days the scheduled payment is contractually past due.

Modified Loans Payment Status (twelve months ended September 30, 2025)

Modified Loans Payment Status (twelve months ended March 31, 2026)

dollars in millions Current 30–59 Days Past Due 60–89 Days Past Due 90 Days or Greater Past Due Total

Commercial construction $ 22 $ 1 $ — $ — $ 23

Owner occupied commercial mortgage 74 1 — 9 84

Non-owner occupied commercial mortgage 241 4 1 60 306

Commercial and industrial $ 549 $ 62 $ 7 $ 32 $ 650

Capital call lines — — — — —

Owner occupied commercial mortgage 76 5 — 2 83

Investor dependent 67 — 8 — 75

Commercial real estate 197 1 1 60 259

Total commercial 889 68 16 94 1,067

1 unchanged sentence

Revolving mortgage 2 — — 1 3

Auto — — — — —

Other consumer 4 — — — 4

Total consumer 39 2 1 7 49

Total loans and leases

Modified Loans Payment Status (twelve months ended September 30, 2024)

$ 928 $ 70 $ 17 $ 101 $ 1,116

Modified Loans Payment Status (twelve months ended March 31, 2025)

dollars in millions Current 30–59 Days Past Due 60–89 Days Past Due 90 Days or Greater Past Due Total

Commercial construction $ 3 $ — $ — $ — $ 3

Owner occupied commercial mortgage 50 — 9 2 61

Non-owner occupied commercial mortgage 156 1 — 16 173

Commercial and industrial $ 314 $ 4 $ 1 $ 5 $ 324

Capital call lines — — — — —

Owner occupied commercial mortgage 61 3 1 — 65

Investor dependent 63 3 — — 66

Commercial real estate 238 9 — 23 270

Total commercial 676 19 2 28 725

1 unchanged sentence

Revolving mortgage 8 — — — 8

Auto — — — — —

Other consumer — — — — —

Total consumer 20 1 1 3 25

Total loans and leases

At September 30, 2025, there were $ 17 million of commitments to lend additional funds to debtors experiencing financial difficulty for which the terms of the loan were modified during the nine months ended September 30, 2025.

$ 696 $ 20 $ 3 $ 31 $ 750

At March 31, 2026, there were $ 19 million of commitments to lend additional funds to debtors experiencing financial difficulty for which the terms of the loan were modified during the three months ended March 31, 2026.

At December 31, 2025, there were $ 60 million of commitments to lend additional funds to debtors experiencing financial difficulty for which the terms of the loan were modified during the year ended December 31, 2025 .

Loans Pledged

The following table provides information regarding loans pledged as collateral for borrowing capacity through the FHLB of Atlanta, the Federal Reserve Bank (“FRB”) and FDIC.

The following table provides information regarding loans pledged as collateral for borrowing capacity through the FHLB of Atlanta and the Federal Reserve Bank (“FRB”), and loans pledged as collateral for the Purchase Money Note to the FDIC.

Loans Pledged

dollars in millions September 30, 2025 December 31, 2024

dollars in millions March 31, 2026 December 31, 2025

FHLB of Atlanta

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Lendable collateral value of pledged loans $ 33,756 $ 35,705

Purchase Money Note 35,991 35,991

principal amount of the Purchase Money Note 31,000 33,500

Available borrowing capacity (1)

1 unchanged sentence

$ 32,516 $ 34,465

(1) The draw period ended on March 27, 2025, therefore there is no available borrowing capacity at September 30, 2025.

Loans remain pledged as collateral for the Purchase Money Note.

(1) The draw period for the Advance Facility Agreement (an expired funding agreement between FCB and the FDIC in connection with the SVBB Acquisition) ended on March 27, 2025 so there was no available borrowing capacity at March 31, 2026 or December 31, 2025.

(2) Carrying value, net of remaining discount, for loans pledged as collateral for the Purchase Money Note.

As a member of the FHLB, FCB can access financing based on an evaluation of its creditworthiness, statement of financial position, size and eligibility of collateral.

FCB may at any time grant a security interest in, sell, convey or otherwise dispose of any of the assets used for collateral, provided that FCB is in compliance with the collateral maintenance requirement immediately following such disposition.

There were no outstanding advances from the FHLB at September 30, 2025 or December 31, 2024.

There were no outstanding advances from the FHLB at March 31, 2026 or December 31, 2025.

Under borrowing arrangements with the FRB, BancShares has access to the FRB Discount Window on a secured basis.

There were no outstanding borrowings with the FRB Discount Window at September 30, 2025 or December 31, 2024.

In connection with the SVBB Acquisition, FCB and the FDIC entered into financing agreements, including the five-year Purchase Money Note, and the Advance Facility Agreement, which allowed for advances through March 27, 2025.

There were no amounts outstanding at the end of the draw period of the facility on March 27, 2025.

Refer to Note 2—Business Combinations for further discussion of these agreements and Note 9—Borrowings for the outstanding carrying value of the Purchase Money Note.

There were no outstanding borrowings with the FRB Discount Window at March 31, 2026 or December 31, 2025.

NOTE 6 — ALLOWANCE FOR LOAN AND LEASE LOSSES

The ALLL is reported as a separate line item on the Consolidated Balance Sheets, while the reserve for off-balance sheet credit exposure is included in other liabilities.

The provision or benefit for credit losses related to (i) loans and leases (ii) off-balance sheet credit exposure, and (iii) investment securities available for sale, if any, is reported in the Consolidated Statements of Income as provision or benefit for credit losses.

The ALLL is reported as a separate line item on the Consolidated Balance Sheets, while the reserve for off-balance sheet credit exposure of $ 228 million and $ 260 million at March 31, 2026 and December 31, 2025, respectively, is included in other liabilities.

The provision or benefit for credit losses related to (i) loans and leases (ii) off-balance sheet credit exposure, and (iii) other receivables or investment securities available for sale, if any, is reported in the Consolidated Statements of Income as provision or benefit for credit losses.

The ALLL activity for loans and leases is summarized in the following table:

Allowance for Loan and Lease Losses

dollars in millions Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Commercial Consumer Total Commercial Consumer Total

Balance at beginning of period $ 1,512 $ 160 $ 1,672 $ 1,547 $ 153 $ 1,700

Provision (benefit) for loan and lease losses

238 ( 24 ) 214 123 — 123

( 244 ) ( 12 ) ( 256 ) ( 169 ) ( 8 ) ( 177 )

Recoveries 18 4 22 27 5 32

Balance at end of period $ 1,524 $ 128 $ 1,652 $ 1,528 $ 150 $ 1,678

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

dollars in millions Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Commercial Consumer Total Commercial Consumer Total

Balance at beginning of period $ 1,436 $ 130 $ 1,566 $ 1,518 $ 158 $ 1,676

Provision (benefit) for loan and lease losses

Provision for loan and lease losses

97 6 103 138 10 148

2 unchanged sentences

Balance at end of period $ 1,428 $ 130 $ 1,558 $ 1,517 $ 163 $ 1,680

The decrease of $ 20 million in the ALLL at September 30, 2025 compared to June 30, 2025 primarily reflects improvements in the economic outlook and other changes, including the elimination of reserves related to Hurricane Helene, partially offset by higher specific reserves for individually evaluated loans, and growth in global fund banking loans which have a lower loss rate relative to our other portfolios.

Also, during the three months ended September 30, 2025, we updated our PD, LGD, and exposure at default methodology for certain portfolios which contributed to changes in the ALLL compared to prior periods.

The decrease of $ 24 million in the ALLL at September 30, 2025 compared to December 31, 2024 was also mainly due to the changes discussed above.

The decrease of $ 8 million in the ALLL at March 31, 2026 compared to December 31, 2025, was mainly driven by loan growth concentrated in capital call lines which have a significantly lower loss rate relative to our other loan portfolios, and changes in the macroeconomic scenarios, partially offset by higher reserves for individually evaluated loans.

The following table presents the components of the provision for credit losses:

Provision for Credit Losses

dollars in millions Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

dollars in millions Three Months Ended March 31,

Provision for loan and lease losses

$ 214 $ 123 $ 473 $ 311

Benefit for off-balance sheet credit exposure ( 23 ) ( 6 ) ( 13 ) ( 35 )

(Benefit) provision for off-balance sheet credit exposure ( 32 ) 6

Provision for other receivables 1 —

Provision for credit losses $ 72 $ 154

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Substantially all of our operating lease liabilities relate to United States real estate leases.

Our finance lease liabilities relate to equipment leases, including the lease of certain ATMs.

Our finance lease liabilities mainly relate to equipment leases, including the lease of certain ATMs.

Our real estate leases have remaining lease terms of up to 32 years.

3 unchanged sentences

Supplemental Lease Information

dollars in millions Classification September 30, 2025 December 31, 2024

dollars in millions Classification March 31, 2026 December 31, 2025

Lease assets:

12 unchanged sentences

Finance leases 4.21 4.20

As of September 30, 2025, there were no leases that have not yet commenced that would have a material impact on BancShares’ consolidated financial statements.

As of March 31, 2026, there were no leases that have not yet commenced that would have a material impact on BancShares’ consolidated financial statements.

The following table presents components of lease cost:

Components of Net Lease Cost

dollars in millions Three Months Ended September 30, Nine Months Ended September 30,

dollars in millions Three Months Ended March 31,

Classification 2026 2025

7 unchanged sentences

Net lease cost (1)

$ 25 $ 25 $ 74 $ 75

(1) Includes short-term lease cost.

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Supplemental Cash Flow Information

dollars in millions Nine Months Ended September 30,

dollars in millions Three Months Ended March 31,

Cash paid for amounts included in the measurement of lease liabilities:

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Continued rent payments are due if leased equipment is not returned at the end of the lease.

The table that follows presents lease income related to BancShares’ operating and finance leases:

dollars in millions Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table presents lease income related to BancShares’ equipment leases:

dollars in millions Three Months Ended March 31,

Lease income – operating leases $ 268 $ 254

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NOTE 8 — GOODWILL AND CORE DEPOSIT INTANGIBLES

BancShares had goodwill of $ 346 million at September 30, 2025 and December 31, 2024.

There was no goodwill impairment during the nine months ended September 30, 2025 or 2024.

BancShares had goodwill of $ 346 million at March 31, 2026 and 2025.

There was no goodwill impairment during the three months ended March 31, 2026 or 2025.

Goodwill relates to the General Bank reporting segment.

4 unchanged sentences

Core Deposit Intangibles

Nine Months Ended September 30,

Three Months Ended March 31,

dollars in millions 2026

4 unchanged sentences

Core Deposit Intangible Accumulated Amortization

dollars in millions September 30, 2025 December 31, 2024

dollars in millions March 31, 2026 December 31, 2025

Gross balance $ 501 $ 501

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Balance, net of accumulated amortization $ 182 $ 195

The following table summarizes the expected amortization expense as of September 30, 2025 in subsequent periods for core deposit intangibles:

The following table summarizes the expected amortization expense as of March 31, 2026 in subsequent periods for core deposit intangibles:

Core Deposit Intangible Expected Amortization

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Remainder 2026 $ 33

Thereafter 18

Balance, net of accumulated amortization $ 182

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Unconsolidated VIEs

Unconsolidated VIEs include limited partnership interests and joint ventures where BancShares’ involvement is limited to an investor interest and BancShares does not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance or obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

Unconsolidated VIEs include limited partnership interests and joint ventures.

The table below provides a summary of the assets and liabilities included on the Consolidated Balance Sheets associated with unconsolidated VIEs.

The table also presents our maximum exposure to loss which consists of outstanding book basis and unfunded commitments for future investments, and represents potential losses that would be incurred under hypothetical circumstances, such that the value of BancShares’ interests and any associated collateral declines to zero and assuming no recovery.

The maximum exposure to loss for unconsolidated VIEs is generally limited to the sum of the unconsolidated VIE investment balance and off-balance sheet funding commitments.

The maximum exposure to loss represents potential losses that would be incurred under hypothetical circumstances, such that the value of BancShares’ interests and any associated collateral declines to zero and assuming no recovery.

BancShares believes the possibility is remote under this hypothetical scenario;

accordingly, this disclosure is not an indication of expected loss.

Unconsolidated VIEs Carrying Value

dollars in millions September 30, 2025 December 31, 2024

Refer to Note 19—Commitments and Contingencies for off-balance sheet commitments to fund other tax credit investments and other unconsolidated investments.

Unconsolidated VIEs Carrying Value and Liabilities for Funding Commitments

dollars in millions March 31, 2026 December 31, 2025

Affordable housing tax credit investments $ 2,682 $ 2,761

Other tax credit equity investments 41 2

Other tax credit investments 28 —

Total tax credit equity investments $ 2,710 $ 2,761

Other unconsolidated investments 199 194

Total affordable housing tax credit and other unconsolidated investments (maximum loss exposure) (1)

Total unconsolidated VIE investments (1)

$ 2,909 $ 2,955

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(1) Included in other assets.

(2) Represents commitments to invest in qualified affordable housing investments and other investments qualifying for community reinvestment tax credits.

(2) Represents commitments to invest in qualified affordable housing investments.

These commitments are payable on demand and included in other liabilities.

We have investments in qualified affordable housing projects, primarily to support our Community Reinvestment Act (“CRA”) initiatives and obtain tax credits.

These investments are accounted for using the PAM and provide tax benefits in the form of tax deductions from operating losses and tax credits.

Under the PAM, the initial cost of the investment is amortized in proportion to the tax credits and other tax benefits received, and the net investment performance is recognized on the Consolidated Statements of Income as a component of income tax expense.

The table below summarizes the amortization of our affordable housing tax credit investments and the related tax credits and other tax benefits that are recognized in income tax expense on the Consolidated Statements of Income.

Tax Credit Investments Recognized in Income Tax Expense

dollars in millions Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The table below summarizes the tax benefits, recognized in income tax expense on the Consolidated Statements of Income, for the affordable housing tax credit investments accounted for under the PAM.

Tax Benefits - PAM

dollars in millions Three Months Ended March 31,

Amortization of affordable housing tax credit investments (1)

$ 63 $ 58 $ 197 $ 176

Tax credits from affordable housing tax credit investments ( 80 ) ( 68 )

2 unchanged sentences

$ ( 17 ) $ ( 11 )

(1) Amortization is included in depreciation, amortization, and accretion, net as an adjustment to reconcile net income to net cash provided by operating activities on the Consolidated Statements of Cash Flows.

(2) Net income tax benefit impact is included in net income in cash flows from operating activities on the Consolidated Statements of Cash Flows.

Changes in income taxes payable are reported in the net change in other liabilities as an adjustment to reconcile net income to net cash provided by operating activities.

(1) Amortization is included in depreciation, amortization, and accretion, net, in cash flows from operating activities on the Consolidated Statements of Cash Flows.

(2) The net income tax benefit is included in cash flows from operating activities on the Consolidated Statements of Cash Flows.

Changes in income taxes payable are reported in net change in other liabilities in cash flows from operating activities on the Consolidated Statements of Cash Flows.

Other Tax Credit Investments

Other tax credit investments at March 31, 2026 consisted of renewable energy tax credit investments accounted for under the HLBVM.

We elected the deferral method for the tax credits and deferred tax assets (“DTAs”) related to HLBVM tax credit investments.

Refer to Note 1—Significant Accounting Policies and Basis of Presentation of our 2025 Form 10-K for further discussion of the PAM, HLBVM, and deferral method.

NOTE 10 — BORROWINGS

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Securities Sold under Agreements to Repurchase

BancShares held $ 423 million and $ 367 million at September 30, 2025 and December 31, 2024, respectively, of securities sold under agreements to repurchase that have overnight contractual maturities and are collateralized by government agency securities.

The weighted average interest rate for securities sold under agreements to repurchase was 0.47 % and 0.59 % at September 30, 2025 and December 31, 2024, respectively.

BancShares held $ 170 million and $ 224 million at March 31, 2026 and December 31, 2025, respectively, of securities sold under agreements to repurchase that have overnight contractual maturities and are collateralized by government agency securities.

The weighted average interest rate for securities sold under agreements to repurchase was 0.33 % and 0.41 % at March 31, 2026 and December 31, 2025, respectively.

BancShares utilizes securities sold under agreements to repurchase to facilitate the needs for collateralization of commercial customers and secure wholesale funding needs.

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Securities pledged as collateral under repurchase agreements are maintained with safekeeping agents.

The carrying value of investment securities pledged as collateral under repurchase agreements was $ 500 million and $ 435 million at September 30, 2025 and December 31, 2024, respectively.

The carrying value of investment securities pledged as collateral under repurchase agreements was $ 207 million and $ 230 million at March 31, 2026 and December 31, 2025, respectively.

Long-term Borrowings

On September 5, 2025, the Parent Company issued and sold $ 600 million aggregate principal amount of its 5.600 % Fixed Rate Reset Subordinated Notes due in 2035 in a public offering.

On March 12, 2025, the Parent Company issued and sold $ 500 million aggregate principal amount of its 5.231 % Fixed-to-Floating Rate Senior Notes due in 2031 and $ 750 million aggregate principal amount of its 6.254 % Fixed-to-Fixed Rate Subordinated Notes due in 2040 in a public offering.

On June 15, 2025, the Parent Company redeemed all $ 350 million aggregate principal amount of its 3.375 % Fixed-to-Floating Rate Subordinated Notes due in 2030.

On March 3, 2026, the Parent Company issued and sold $ 500 million aggregate principal amount of its 4.869 % Fixed-to-Floating Rate Senior Notes due in 2032.

In the first quarter of 2026, FCB made prepayments of $ 2.50 billion on the Purchase Money Note and recognized a loss on extinguishment of debt of $ 8 million.

In April 2026, we made an additional prepayment of $ 500 million.

The following table presents long-term borrowings, net of the respective unamortized purchase accounting adjustments and issuance costs:

Long-term Borrowings

dollars in millions Maturity September 30, 2025 December 31, 2024

dollars in millions Maturity March 31, 2026 December 31, 2025

Parent Company:

1 unchanged sentence

March 2031 $ 497 $ 497

Subordinated:

Fixed-to-Floating Subordinated Notes at 3.375 % (2)

Fixed-to-Floating Senior Notes at 4.869 % (2)

March 2032 495 —

Subordinated:

Fixed Rate Reset Subordinated Notes at 5.600 % (3)

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(1) The fixed rate period will end March 12, 2030, and the notes will thereafter bear a floating interest rate equal to a benchmark rate based on the Compounded Secured Overnight Financing Rate (“SOFR”) Index Rate plus 141 basis points (“bps”) per annum until the maturity date (or date of earlier redemption).

(2) The fixed rate period ended on March 15, 2025, and the notes converted to a floating interest rate equal to Three-Month Term SOFR plus 246.5 bps per annum.

The notes included a callable feature and were redeemed on June 15, 2025.

(2) The fixed rate period will end March 3, 2031, and the notes will thereafter bear a floating interest rate equal to a benchmark rate based on the Compounded SOFR Index Rate plus 148.7 bps per annum until the maturity date (or date of earlier redemption).

(3) The interest rate will reset on September 5, 2030, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S.

2 unchanged sentences

Treasury Rate as of the day falling two business days prior to the notes reset date plus 197 bps per annum until the maturity date (or date of earlier redemption).

(5) Refer to Note 2—Business Combinations and Note 4—Loans and Leases.

(5) Issued in connection with the SVBB Acquisition.

The unamortized discount was $ 95 million and $ 115 million at March 31, 2026 and December 31, 2025, respectively.

Refer to Note 5—Loans and Leases for further information on loans pledged as collateral to secure borrowings.

Pledged Assets

Refer to the “Loans Pledged” section in Note 5—Loans and Leases for information on loans pledged as collateral to secure borrowings.

Additionally, interest-earning deposits at banks included $ 212 million and $ 211 million at September 30, 2025 and December 31, 2024, respectively, that were required minimum deposits under the Purchase Money Note.

Additionally, interest-earning deposits at banks included $ 194 million and $ 212 million at March 31, 2026 and December 31, 2025, respectively, that were required minimum deposits under the Purchase Money Note.

NOTE 11 — DERIVATIVE FINANCIAL INSTRUMENTS

Our derivatives designated as hedging instruments include interest rate swap contracts utilized to manage our interest rate exposure for items on our Consolidated Balance Sheets.

This includes floating-rate loan portfolio cash flow hedges and fair value hedges of our fixed-rate borrowings and deposits.

This includes floating-rate loan portfolio cash flow hedges and fair value hedges of our fixed-rate borrowings.

Our derivatives not designated as hedging instruments mainly include interest rate and foreign exchange contracts that our customers utilized for their risk management needs.

1 unchanged sentence

Derivative instruments that are cleared through certain central counterparty clearing houses are settled-to-market and reported net of collateral positions.

Refer to Note 11—Fair Value for further information on derivatives.

Refer to Note 1—Significant Accounting Policies and Basis of Presentation of our 2025 Form 10-K for accounting policies for derivatives.

The following table presents notional amounts and fair values of derivative financial instruments:

Notional Amount and Fair Value of Derivative Financial Instruments

dollars in millions September 30, 2025 December 31, 2024

dollars in millions March 31, 2026 December 31, 2025

Notional Amount Asset Fair Value Liability Fair Value Notional Amount Asset Fair Value Liability Fair Value

1 unchanged sentence

Fair Value Hedges

Interest rate contracts hedging time deposits $ 134 $ — $ — $ 334 $ — $ —

Interest rate contracts hedging long-term borrowings

$ 2,350 $ — $ — $ — $ — $ —

Total fair value hedges (1) (2)

334 — — 1,084 — —

Cash Flow Hedges

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Gross derivatives fair values presented in the Consolidated Balance Sheets $ 498 $ ( 448 ) $ 534 $ ( 494 )

gross amounts offset in the Consolidated Balance Sheets — — — —

Net amount presented in other assets and other liabilities in the Consolidated Balance Sheets $ 570 $ ( 520 ) $ 660 $ ( 625 )

gross amount offset in the Consolidated Balance Sheets — — — —

Net amount included in other assets and other liabilities in the Consolidated Balance Sheets $ 498 $ ( 448 ) $ 534 $ ( 494 )

(1) Fair value balances include accrued interest.

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(3) The foreign exchange contracts exclude foreign exchange spot contracts.

The notional and net fair value amounts of these contracts were $ 566 million and $ 0 million, respectively, as of September 30, 2025, and $ 177 million and $ 0 million, respectively, as of December 31, 2024.

The notional and net fair value amounts of these contracts were $ 253 million and $ 0 million, respectively, as of March 31, 2026, and $ 252 million and $ 0 million, respectively, as of December 31, 2025.

(4) Other derivative contracts not designated as hedging instruments include risk participation agreements and equity warrants.

1 unchanged sentence

Variation Margin Payments

dollars in millions September 30, 2025 December 31, 2024

dollars in millions March 31, 2026 December 31, 2025

Asset Fair Value Liability Fair Value Asset Fair Value Liability Fair Value

21 unchanged sentences

Recognized Gains (Losses) on Fair Value Hedges

dollars in millions Three Months Ended September 30, Nine Months Ended September 30,

dollars in millions Three Months Ended March 31,

Interest Expense 2026 2025

Gain (loss) on hedging instruments - time deposits Deposits $ — $ —

Gain (loss) on hedging instruments - borrowings Borrowings — 4 — ( 2 )

(Loss) gain on hedging instruments - borrowings Borrowings ( 8 ) —

Gain (loss) on hedged item - time deposits Deposits — —

Gain (loss) on hedged item - borrowings Borrowings 8 1

Net gain on fair value hedges Total interest expense $ 1 $ ( 2 ) $ 3 $ ( 3 )

The following table presents the carrying value of hedged items and associated cumulative hedging adjustment related to fair value hedges:

Net gain (loss) on fair value hedges Total interest expense $ — $ 1

The following table presents the carrying value of hedged items and associated cumulative hedging adjustment related to fair value hedges as of March 31, 2026.

There were no fair value hedges outstanding as of December 31, 2025.

Carrying Value of Hedged Items

1 unchanged sentence

Carrying Value of Hedged Items Currently Designated No Longer Designated

September 30, 2025

Long-term borrowings $ 217 $ — $ —

Deposits 134 — —

December 31, 2024

March 31, 2026

Long-term borrowings $ 2,329 $ 8 $ —

Deposits 335 1 —

Cash Flow Hedges

1 unchanged sentence

Unrealized Gain on Cash Flow Hedges

dollars in millions Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

dollars in millions Three Months Ended March 31,

Other comprehensive income on cash flow hedge derivatives before reclassifications $ ( 19 ) $ 12

3 unchanged sentences

Other Information for Cash Flow Hedges

dollars in millions September 30, 2025 December 31, 2024

dollars in millions March 31, 2026 December 31, 2025

Unrealized gain on cash flow hedge derivatives reported in AOCI, net of income taxes $ — $ 14

2 unchanged sentences

(1) Reclassified amounts could differ from amounts actually recognized due to factors such as changes in interest rates, hedge de-designations and the addition of other hedges.

(2) Maximum number of months is based on the latest maturity date of cash flow hedges outstanding at March 31, 2026 and December 31, 2025.

Non-Qualifying Hedges

1 unchanged sentence

Gains (Losses) on Non-Qualifying Hedges

dollars in millions Three Months Ended September 30, Nine Months Ended September 30,

dollars in millions Three Months Ended March 31,

Amounts Recognized 2026 2025

22 unchanged sentences

Assets and Liabilities Measured at Fair Value - Recurring Basis

dollars in millions September 30, 2025

dollars in millions March 31, 2026

Total Level 1 Level 2 Level 3

37 unchanged sentences

Loans held for sale 87 — 87 —

Loans 22 — 22 —

Derivative assets (1)

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Equity securities are measured at fair value using observable closing prices.

The valuation also considers the amount of market activity by examining trade volume.

Equity securities are classified as Level 1 if they are traded in an active market and as Level 2 if the observable closing price is from a less than active market.

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Financial Instrument Estimated Fair Value Valuation Technique Significant Unobservable Inputs

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Corporate bonds $ 20 $ 23 Indicative bid provided by broker Multiple factors, including but not limited to, current operations, financial condition, cash flows, and recently executed financing transactions related to the issuer.

Interest rate & other derivative — non-qualifying hedges $ 31 $ 29 Internal valuation model Multiple factors, including but not limited to, private company valuation, illiquidity discount, and estimated life of the instrument.

Interest rate & other derivative — non-qualifying hedges $ 1 $ 1 Internal valuation model Not material

The following table summarizes the changes in estimated fair value for all assets and liabilities measured at estimated fair value on a recurring basis using significant unobservable inputs (Level 3):

Changes in Estimated Fair Value of Level 3 Financial Assets and Liabilities - Recurring Basis

dollars in millions Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

dollars in millions Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Corporate Bonds Other Derivative Assets — Non-Qualifying Other Derivative Liabilities — Non-Qualifying Corporate Bonds Other Derivative Assets — Non-Qualifying Other Derivative Liabilities — Non-Qualifying

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Changes in fair value included in comprehensive income — — — — — —

Transfers out — — — — — —

Maturity and settlements ( 3 ) ( 2 ) — — ( 1 ) —

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Aggregate Fair Value and UPB - Residential Mortgage Loans

dollars in millions September 30, 2025 December 31, 2024

dollars in millions March 31, 2026 December 31, 2025

Fair Value Unpaid Principal Balance Difference Fair Value Unpaid Principal Balance Difference

4 unchanged sentences

This election reduces certain timing differences in the Consolidated Statements of Income and better aligns with the management of the portfolio from a business perspective.

The changes in fair value that were recorded as a component of other noninterest income were insignificant for the three and nine months ended September 30, 2025 and 2024.

The changes in fair value that were recorded as a component of other noninterest income were insignificant for the three months ended March 31, 2026 and 2025.

Interest earned on originated loans held for sale is recorded within interest income on loans and leases in the Consolidated Statements of Income.

No originated loans held for sale were 90 or more days past due or on nonaccrual status as of September 30, 2025 or December 31, 2024.

No originated loans held for sale were 90 or more days past due or on nonaccrual status as of March 31, 2026 or December 31, 2025.

Assets Measured at Estimated Fair Value on a Non-recurring Basis

5 unchanged sentences

dollars in millions Fair Value Measurements

Total Level 1 Level 2 Level 3 Total Gains (Losses)

September 30, 2025

Carrying Value Level 1 Level 2 Level 3 Total Gains (Losses)

March 31, 2026

Assets held for sale - loans $ 25 $ — $ — $ 25 $ ( 4 )

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Loans held for investment subsequently transferred to held for sale are carried at the LOCOM.

When available, the fair values for the transferred loans are based on quoted prices from the purchase commitments for the individual loans being transferred and are considered Level 1 inputs.

The fair value of Level 2 assets was primarily estimated based on prices of recent trades of similar assets.

When available, the fair values for the transferred loans are based on quoted prices from the purchase commitments for the individual loans being transferred and are considered Level 1 inputs in instances where there is an active market, or Level 2 when there is no active market.

The fair value of Level 2 assets may also be estimated based on prices of recent trades of similar assets.

For other loans held for sale, the fair value of Level 3 assets was primarily measured under the income approach using the discounted cash flow model based on Level 3 inputs including discount rate or the price of committed trades.

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OREO asset valuations are determined by using appraisals or other third-party value estimates of the subject property with discounts, generally between 7 % and 14 %, applied for estimated selling costs and other external factors that may impact the marketability of the property.

At September 30, 2025 and December 31, 2024, the weighted average discount applied was 9.66 % and 9.45 %, respectively.

At March 31, 2026 and December 31, 2025, the weighted average discount applied was 9.84 % and 7.86 %, respectively.

Changes to the value of the assets between scheduled valuation dates are monitored through continued communication with brokers and monthly reviews by the asset manager assigned to each asset.

3 unchanged sentences

Carrying Values and Fair Values of Financial Assets and Liabilities

dollars in millions September 30, 2025

dollars in millions March 31, 2026

Estimated Fair Value

36 unchanged sentences

Mortgage servicing rights 32 — — 50 50

Derivative assets - qualifying hedges 1 — 1 — 1

Derivative assets - non-qualifying hedges 534 — 505 29 534

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The carrying value of interest-earning deposits at banks approximates its fair value due to its short-term nature and is classified on the fair value hierarchy as Level 1.

The balances at September 30, 2025 and December 31, 2024 included $ 212 million and $ 211 million, respectively, as a required minimum deposit under the Purchase Money Note.

The balances at March 31, 2026 and December 31, 2025 included $ 194 million and $ 212 million, respectively, as a required minimum deposit under the Purchase Money Note.

The carrying value of net loans is net of the ALLL.

27 unchanged sentences

The inputs used in the fair value measurement for FHLB borrowings, senior and subordinated debentures, and other borrowings are classified as Level 2.

For all other financial assets and financial liabilities, the carrying value is a reasonable estimate of the fair value as of September 30, 2025 and December 31, 2024.

For all other financial assets and financial liabilities, the carrying value is a reasonable estimate of the fair value as of March 31, 2026 and December 31, 2025.

The carrying value and fair value for these assets and liabilities are equivalent because they are relatively short-term in nature and there is no interest rate or credit risk that would cause the fair value to differ from the carrying value.

4 unchanged sentences

Number of Shares of Common Stock

September 30, 2025

Common Stock Outstanding

Class A Class B

Common stock - June 30, 2025 12,070,794 1,005,185

Shares repurchased under authorized repurchase plan ( 457,350 ) —

Common stock - September 30, 2025 11,613,444 1,005,185

Common stock - December 31, 2025 11,133,974 1,005,185

Shares purchased under authorized repurchase plan ( 1,098,992 ) —

Common stock - September 30, 2025 11,613,444 1,005,185

Shares repurchased under authorized repurchase plan ( 449,845 ) —

Common stock - March 31, 2026 10,684,129 1,005,185

The Parent Company has Class A common stock and Class B common stock, each with a par value of $ 1 .

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Non-Cumulative Perpetual Preferred Stock

The following table summarizes BancShares’ non-cumulative perpetual preferred stock:

On February 5, 2026, the Parent Company issued and sold 6.625 % non-cumulative perpetual preferred stock, series E, for a total of $ 400 million.

As of March 31, 2026, the Parent Company had Series A, Series B, Series C, Series D, and Series E non-cumulative perpetual preferred stock outstanding (together, “BancShares Preferred Stock”) as summarized in the following table:

Preferred Stock

dollars in millions, except per share and par value data

Preferred Stock Issuance Date Earliest Redemption Date Par Value Shares Authorized, Issued and Outstanding Liquidation Preference Per Share Total Liquidation Preference Dividend

Series A March 12, 2020 March 15, 2025 $ 0.01 345,000 $ 1,000 $ 345 5.375 %

January 3, 2022 January 4, 2027 0.01 325,000 1,000 325 SOFR + 3.972 %

Series C January 3, 2022 January 4, 2027 0.01 8,000,000 25 200 5.625 %

dollars in millions, except per share, depositary share, and per depositary share data

Preferred Stock Issuance Date Earliest Redemption Date Book Value (1)

Par Value Per Share Shares Authorized, Issued and Outstanding Aggregate Liquidation Preference Liquidation Preference Per Share Depositary Shares (Fractional Interest) (2)

Liquidation Preference Per Depositary Share Dividend

Series A March 12, 2020 March 15, 2025 $ 340 $ 0.01 345,000 $ 345 $ 1,000 13,800,000 (1/40 th )

January 3, 2022 January 4, 2027 334 0.01 325,000 325 1,000 n/a n/a SOFR + 3.972 %

Series C January 3, 2022 January 4, 2027 207 0.01 8,000,000 200 25 n/a n/a 5.625 %

November 18, 2025 December 15, 2030 494 0.01 5,000 500 100,000 500,000 (1/100 th )

1,000 7.000 %

February 5, 2026 March 15, 2031 390 0.01 400,000 400 1,000 16,000,000

Total $ 1,765 9,075,000 $ 1,770

(1) The book value is net of direct issuance costs and premiums or discounts.

(2) Each depositary share represents a fractional ownership interest in a share of non-cumulative perpetual preferred stock.

(3) Upon conversion to SOFR in 2023, BancShares began paying a credit spread adjustment in addition to the stated dividend.

Dividends on BancShares Series A, B, and C preferred stock (together, “BancShares Preferred Stock”) will be paid when, as, and if declared by the Board of Directors of the Parent Company, or a duly authorized committee thereof, to the extent that the Parent Company has lawfully available funds to pay dividends.

(4) The dividend rate is 7.000 % per annum from the issuance date to, but excluding, the first reset date of December 15, 2030.

Thereafter, the dividend rate resets to the five-year treasury rate plus 3.301 % on the fifth anniversary of the preceding reset date.

(5) The initial dividend period will commence on and include the issuance date and will end on and include June 14, 2026.

The dividend rate is 6.625 % per annum from the issuance date to, but excluding, the first reset date of March 15, 2031.

Thereafter, the dividend rate resets to the five-year treasury rate plus 2.830 % on the fifth anniversary of the preceding reset date.

Dividends on BancShares Preferred Stock will be paid when, as, and if declared by the Board of Directors of the Parent Company, or a duly authorized committee thereof, to the extent that the Parent Company has lawfully available funds to pay dividends.

If declared, dividends with respect to the BancShares Preferred Stock will accrue and be payable quarterly in arrears on March 15, June 15, September 15, and December 15 of each year.

Dividends on the BancShares Preferred Stock will not be cumulative.

For further description of BancShares Preferred Stock, refer to Note 16—Stockholders’ Equity in the Notes to the Consolidated Financial Statements included in the 2024 Form 10-K.

At its option and subject to any required regulatory approval, the Parent Company may redeem the BancShares Preferred Stock at a redemption price equal to the “Liquidation Preference Per Share” in the table above, plus any applicable dividends, (i) in whole or in part on any dividend payment date on or after the “Earliest Redemption Date” in the table above, or (ii) in whole but not in part, at any time within 90 days following a regulatory capital treatment event.

NOTE 14 — ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The following table details the components of AOCI:

The following table includes the components of AOCI:

Components of Accumulated Other Comprehensive Loss

dollars in millions September 30, 2025 December 31, 2024

dollars in millions March 31, 2026 December 31, 2025

Pretax Income Taxes Net of Income Taxes Pretax Income Taxes Net of Income Taxes

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Unrealized gain on cash flow hedge derivatives — — — 19 ( 5 ) 14

Total accumulated other comprehensive loss $ ( 35 ) $ ( 9 ) $ ( 44 ) $ ( 575 ) $ 130 $ ( 445 )

The following table details the changes in the components of AOCI, net of income taxes:

Total accumulated other comprehensive (loss) income $ ( 74 ) $ 2 $ ( 72 ) $ 134 $ ( 51 ) $ 83

The following table summarizes the changes in the components of AOCI, net of income taxes:

Changes in Accumulated Other Comprehensive (Loss) Income by Component

dollars in millions Unrealized loss on securities available for sale Unrealized loss on securities available for sale transferred to held to maturity Defined benefit pension items Unrealized gain on cash flow hedge derivatives Total accumulated other comprehensive loss

Balance as of December 31, 2025 $ ( 137 ) $ ( 4 ) $ 210 $ 14 $ 83

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Amounts reclassified from AOCI to earnings — — — — —

Other comprehensive income (loss) for the period 400 — ( 4 ) 5 401

Balance as of September 30, 2025 $ ( 184 ) $ ( 4 ) $ 131 $ 13 $ ( 44 )

Other comprehensive income for the period ( 139 ) — ( 2 ) ( 14 ) ( 155 )

Balance as of March 31, 2026 $ ( 276 ) $ ( 4 ) $ 208 $ — $ ( 72 )

Balance as of December 31, 2024 $ ( 584 ) $ ( 4 ) $ 135 $ 8 $ ( 445 )

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Other comprehensive (loss) income for the period 239 — — 7 246

Balance as of September 30, 2024 $ ( 252 ) $ ( 4 ) $ 83 $ 14 $ ( 159 )

Balance as of March 31, 2025 $ ( 345 ) $ ( 4 ) $ 135 $ 15 $ ( 199 )

Other Comprehensive Income

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Other Comprehensive Income (Loss) by Component

dollars in millions Three Months Ended September 30,

Pretax Income Taxes Net of Income Taxes Pretax Income Taxes Net of Income Taxes Income Statement Line Items

Unrealized loss on securities available for sale:

Other comprehensive income on securities available for sale $ 97 $ ( 25 ) $ 72 $ 594 $ ( 156 ) $ 438

Unrealized loss on securities available for sale transferred to held to maturity:

Amounts reclassified from AOCI to earnings $ 1 $ ( 1 ) $ — $ 1 $ — $ 1 Interest on investment securities

Defined benefit pension items:

Other comprehensive loss for defined benefit pension items $ ( 1 ) $ — $ ( 1 ) $ — $ — $ —

Unrealized gain on cash flow hedge derivatives:

AOCI activity before reclassifications $ ( 2 ) $ 1 $ ( 1 ) $ 14 $ ( 4 ) $ 10

Amounts reclassified from AOCI to earnings — — — 2 — 2 Interest and fees on loans

Other comprehensive (loss) income on cash flow hedge derivatives $ ( 2 ) $ 1 $ ( 1 ) $ 16 $ ( 4 ) $ 12

Total other comprehensive income $ 95 $ ( 25 ) $ 70 $ 611 $ ( 160 ) $ 451

dollars in millions Nine Months Ended September 30,

dollars in millions Three Months Ended March 31,

Pretax Income Taxes Net of Income Taxes Pretax Income Taxes Net of Income Taxes Income Statement Line Items

Unrealized loss on securities available for sale:

Other comprehensive income on securities available for sale $ 538 $ ( 138 ) $ 400 $ 440 $ ( 115 ) $ 325

Unrealized loss on securities available for sale transferred to held to maturity:

Amounts reclassified from AOCI to earnings $ 1 $ ( 1 ) $ — $ 1 $ — $ 1 Interest on investment securities

Other comprehensive (loss) income on securities available for sale $ ( 187 ) $ 48 $ ( 139 ) $ 322 $ ( 83 ) $ 239

Defined benefit pension items:

Other comprehensive loss for defined benefit pension items $ ( 5 ) $ 1 $ ( 4 ) $ ( 10 ) $ 2 $ ( 8 )

Actuarial loss $ ( 2 ) $ — $ ( 2 ) $ — $ — $ —

Unrealized gain on cash flow hedge derivatives:

AOCI activity before reclassifications $ ( 19 ) $ 5 $ ( 14 ) $ 12 $ ( 2 ) $ 10

Amounts reclassified from AOCI to earnings ( 4 ) 1 ( 3 ) 2 — 2 Interest and fees on loans

Amounts reclassified from AOCI to earnings — — — ( 3 ) — ( 3 ) Interest income on loans and leases

Other comprehensive income on cash flow hedge derivatives $ ( 19 ) $ 5 $ ( 14 ) $ 9 $ ( 2 ) $ 7

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Earnings per Common Share

dollars in millions, except per share data

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

dollars in millions, except share and per share data

Three Months Ended March 31,

Net income $ 534 $ 483

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Earnings per common share

Basic $ 43.08 $ 43.42 $ 119.70 $ 140.27

Diluted $ 43.08 $ 43.42 $ 119.70 $ 140.26

Basic and diluted $ 42.63 $ 34.47

NOTE 16 — INCOME TAXES

BancShares’ global effective income tax rates (“ETRs”) were 24.4 % and 26.8 % for the three months ended September 30, 2025 and 2024, respectively, and 24.7 % and 27.3 % for the nine months ended September 30, 2025 and 2024, respectively.

The decrease in the ETR for the three and nine months ended September 30, 2025 compared to 2024 was primarily due to an increase in tax credits and a reduction in the state and local income tax rate.

BancShares’ global effective income tax rates (“ETRs”) were 24.3 % and 25.8 % for the three months ended March 31, 2026 and 2025, respectively.

The decrease in the ETR for the three months ended March 31, 2026 compared to 2025 was primarily due to a reduction in the state and local income tax rate and an increase in the benefit from tax credits.

The quarterly income tax expense is based on a projection of BancShares’ annual ETR.

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The currently forecasted ETR may vary from the actual year-end 2026 ETR due to the changes in these factors.

On July 4, 2025, President Trump signed into law H.R.

1, referred to as the One Big Beautiful Bill Act (“OBBBA”).

The OBBBA contains several provisions that impact corporate taxation.

The enactment of the OBBBA did not have a material impact on the tax rate or results of operations.

Uncertain Tax Benefits

BancShares recognizes tax benefits when it is more likely than not that the position will prevail, based solely on the technical merits under the tax law of the relevant jurisdiction.

BancShares will recognize the tax benefit if the position meets this recognition threshold determined based on the largest amount of the benefit that is more than likely to be realized.

BancShares will recognize the tax benefit if the position meets this recognition threshold determined based on the largest amount of the benefit that is more than likely to be recognized.

Deferred Tax Assets and Valuation Adjustments

BancShares’ ability to recognize deferred tax assets (“DTAs”) is evaluated on a quarterly basis to determine if there are any significant events that would affect our ability to utilize existing DTAs.

If events are identified that affect our ability to utilize our DTAs, adjustments to the valuation allowance adjustments may be required.

BancShares’ ability to recognize DTAs is evaluated on a quarterly basis to determine if there are any significant events that would affect our ability to utilize existing DTAs.

If events are identified that affect our ability to utilize our DTAs, changes to the valuation allowance may be required.

NOTE 17 — EMPLOYEE BENEFIT PLANS

BancShares sponsors non-contributory defined benefit pension plans for its qualifying employees.

BancShares sponsors non-contributory defined benefit pension plans and supplemental and executive retirement plans for its qualifying employees.

The service cost component of net periodic benefit cost is included in salaries and wages, while all other non-service cost components are included in other noninterest expense.

The components of net periodic benefit cost are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net Periodic Benefit Costs

dollars in millions Three Months Ended March 31,

Service cost $ 2 $ 2

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Expected return on assets ( 25 ) ( 24 )

Net periodic benefit $ ( 6 ) $ ( 6 ) $ ( 17 ) $ ( 17 )

Total net periodic benefit $ ( 7 ) $ ( 6 )

NOTE 18 — SEGMENT INFORMATION

Effective January 1, 2025, we made changes to the composition of our reportable segments as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation, and the segment disclosures below for 2024 were recast to conform with those segment composition changes.

BancShares’ segments include the General Bank, the Commercial Bank, SVB Commercial, and Rail.

BancShares’ segments include the General Bank, the Commercial Bank, and Rail.

All other financial information not included in the segments is reported in the Corporate section of the segment disclosures.

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“All other noninterest expense” in the segment reporting tables below includes the effect of allocated expenses, resulting in a reduction to expense (or “Contra Expense”) for Corporate.

The General Bank segment delivers products and services to consumer and small business clients through our extensive network of branches, various digital channels and a dedicated Private Bank.

We offer a full suite of deposit products, loans (primarily residential mortgages and business and commercial loans), cash management, private banking and wealth management, payment services, and treasury services.

We offer conforming and jumbo residential mortgage loans throughout the United States that are primarily originated through branches and retail referrals, employee referrals, internet leads, direct marketing and a correspondent lending channel, as well as through our private banking service.

Private banking and wealth management offers a customized suite of products and services to individuals and institutional clients, as well as private equity and venture capital professionals and executive leaders of the innovation companies they support, and premium wine clients.

The General Bank segment offers brokerage, investment advisory, private stock loans, other secured and unsecured lending products and vineyard development loans, as well as planning-based financial strategies, family office, financial planning, tax planning and trust services.

The General Bank segment also includes a community association bank channel that supports deposit, cash management and lending to homeowner associations and property management companies.

Revenue is primarily generated from interest earned on loans.

Noninterest income is primarily generated from fees for banking and advisory services, including lending-related fees, most of BancShares’ income related to deposit fees and service charges, cardholder services, along with essentially all of the wealth management services income.

The General Bank segment delivers products and services to consumer and small business clients through our extensive network of branches and various digital channels.

We offer a full suite of deposit products, loans (primarily residential mortgages and business and commercial loans), cash management, private banking, wealth management, payment services, and treasury services.

Our wealth and private banking business offers a customized suite of products and services to individuals and institutional clients, as well as private equity and venture capital professionals and executive leaders of the innovation companies they support.

Offerings include brokerage, investment advisory, private stock loans, other secured and unsecured lending products and vineyard development loans, as well as planning-based financial strategies, family office, financial planning, tax planning and trust services.

The General Bank segment also includes a community association bank business that supports deposit, cash management and lending to homeowner associations and property management companies.

Revenue is primarily generated from interest income on loans and leases.

Noninterest income is primarily generated from fees for banking and advisory services, including lending-related fees, most of the deposit fees and service charges and cardholder services, along with essentially all of the wealth management services income.

We primarily originate loans by utilizing our branch network and industry referrals, as well as direct digital marketing efforts.

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We periodically purchase loans on a whole-loan basis.

We also invest in community development that supports the construction of affordable housing in our communities in line with our CRA initiatives.

We also invest in community development that supports the construction of affordable housing in our communities in line with our Community Reinvestment Act initiatives.

Commercial Bank

The Commercial Bank segment provides a range of lending, leasing, capital markets, asset management, and other financial and advisory services, primarily tailored to commercial and middle market companies in a wide range of industries, including energy, healthcare, technology media and telecommunications, asset-backed lending, capital finance, maritime, aerospace and defense, and sponsor finance.

Loans offered are primarily senior secured loans collateralized by accounts receivable, inventory, machinery and equipment, transportation equipment, and/or intangibles, and are often used for working capital, plant expansion, acquisitions, or recapitalizations.

These loans include revolving lines of credit and term loans and, depending on the nature of the collateral, may be referred to as collateral-backed loans, asset-based loans or cash flow loans.

We provide senior secured loans to developers and other commercial real estate (“CRE”) professionals.

We provide senior secured loans to developers and other commercial real estate professionals.

Additionally, we provide business loans and leases, including both capital and operating leases, through a highly automated credit approval, documentation and funding process.

We provide factoring, receivable management and secured financing to businesses that operate in several industries.

Commercial Bank also includes products and services offered to commercial clients and investors across stages, sectors and regions in the innovation ecosystem, as well as private equity and venture capital firms.

Loan products are offered through Global Fund Banking and Technology and Healthcare Banking and consist of capital call lines of credit, investor dependent loans, and commercial and industrial loans made primarily to technology, life science and healthcare companies.

We also provide factoring, receivable management, supply chain financing, and secured financing to businesses that operate in several industries.

These include apparel, textile, furniture, home furnishings, and consumer electronics.

Factoring entails the assumption of credit risk with respect to trade accounts receivable arising from the sale of goods from our factoring clients to their customers that have been factored (i.e., sold or assigned to the factor).

Our factoring clients, which are generally manufacturers or importers of goods, are the counterparties on factoring, financing or receivables purchasing agreements to sell trade receivables to us.

Our factoring clients’ customers, which are generally retailers, are the account debtors and obligors on trade accounts receivable that have been factored.

Revenue is primarily generated from interest and fees on loans.

Noninterest income is mostly generated from rental income on operating lease equipment, lending-related fees, including most of BancShares’ capital market fees, and other revenue from banking services.

Rental income is generally influenced by the size of the operating lease portfolio.

See further disclosure on factoring in Note 21—Segment Information in our 2025 Form 10-K.

Revenue is primarily generated from interest income on loans and leases.

Noninterest income is mostly generated from rental income on operating lease equipment, lending-related fees, including most of the capital market fees and international fees, essentially all of the client investment fees, and other revenue from banking services.

Noninterest income also includes all of the commissions earned on factoring-related activities.

We derive most of our commercial lending business through direct marketing to borrowers, lessees, manufacturers, vendors, and distributors.

We also utilize referrals as a source for commercial lending business.

We may periodically buy participations or syndications of loans and lines of credit and purchase loans on a whole-loan basis.

We derive our commercial lending business through direct marketing to borrowers, lessees, manufacturers, vendors, and distributors, as well as through our private equity and venture capital relationships.

We also utilize referrals as a source for commercial lending business and may periodically buy participations or syndications of loans and lines of credit, or purchase loans on a whole-loan basis.

Rental income and depreciation expense on operating lease equipment is related to small and large ticket equipment we own and lease to others.

Rental income is generally influenced by the size of the operating lease portfolio.

Operating lease equipment is subject to depreciation expense over the useful life of the small and large ticket equipment, which is generally 3 - 10 years.

SVB Commercial

The SVB Commercial segment offers products and services to commercial clients and investors across stages, sectors and regions in the innovation ecosystem, as well as private equity and venture capital firms.

The SVB Commercial segment provides solutions to the financial needs of commercial clients.

Loan products consist of capital call lines of credit, investor dependent loans, and commercial and industrial loans made primarily to technology, life science and healthcare companies.

Revenue is primarily generated from interest earned on loans.

Noninterest income is mostly generated from fees, including essentially all of client investment fees and most of the international fees, and other revenue from lending-related activities and banking services.

Deposit products include business and analysis checking accounts, money market accounts, multi-currency accounts, bank accounts, sweep accounts, and positive pay services.

Services are provided through online and mobile banking platforms as well as branch locations.

We offer a full suite of commercial deposit products and services through online and mobile banking platforms, as well as physical locations.

The Rail segment offers customized leasing and financing solutions on a fleet of railcars and locomotives to railroads and shippers throughout North America.

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Personnel cost in Corporate includes the personnel costs not allocated to the operating segments.

Corporate includes acquisition-related expenses and certain items related to accounting for business combinations, such as gains on acquisitions, Day 2 Provision for Credit Losses and discount accretion income for certain acquired loans.

Corporate includes acquisition-related expenses and certain items related to accounting for business combinations, such as gains on acquisitions, and discount accretion income for certain acquired loans.

Corporate also includes the offsetting impacts of allocated expenses as discussed above.

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The following tables present the condensed income statements by segment and include the significant segment expenses and measure of segment profit or loss.

dollars in millions Three Months Ended September 30, 2025

General Bank Commercial Bank SVB Commercial Rail Corporate (1)

dollars in millions Three Months Ended March 31, 2026

General Bank Commercial Bank Rail Corporate (1)

BancShares (2)

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Provision for credit losses 17 55 — — 72

Income before income taxes 429 24 233 22 43 751

Income tax expense 109 6 58 5 5 183

Net income $ 320 $ 18 $ 175 $ 17 $ 38 $ 568

Income (loss) before income taxes 368 386 29 ( 78 ) 705

Income tax expense (benefit) 90 95 7 ( 21 ) 171

Net income (loss) $ 278 $ 291 $ 22 $ ( 57 ) $ 534

Select Period End Balances

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Operating lease equipment, net — 717 8,968 — 9,685

Investment securities — — — 42,986 42,986

Deposits 75,914 47,191 2 47,735 170,842

Three Months Ended September 30, 2024

General Bank Commercial Bank SVB Commercial Rail Corporate (1)

Three Months Ended March 31, 2025

General Bank Commercial Bank Rail Corporate (1)

BancShares (2)

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Provision for credit losses 46 108 — — 154

Income before income taxes 301 165 262 28 117 873

Income (loss) before income taxes 341 281 30 ( 1 ) 651

Income tax expense 88 72 8 — 168

Net income $ 202 $ 124 $ 187 $ 20 $ 106 $ 639

Net income (loss) $ 253 $ 209 $ 22 $ ( 1 ) $ 483

Select Period End Balances

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Operating lease equipment, net — 731 8,640 — 9,371

Investment securities — — — 44,319 44,319

Deposits 74,309 40,014 12 44,990 159,325

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(2) In the segment reporting table above, there are no reconciling differences between BancShares and the aggregate of all reportable segments and Corporate.

(3) All other noninterest expense represents “other segment items” under Accounting Standards Codification (“ASC”) 280 and primarily includes Allocated Expenses, net occupancy expense, equipment expense, professional fees, third-party processing fees, FDIC insurance expense, marketing expense, and intangible amortization.

All other noninterest expense is presented net of Allocated Expenses in the segment reporting table above, resulting in Contra Expense for Corporate as further discussed above.

dollars in millions Nine Months Ended September 30, 2025

General Bank Commercial Bank SVB Commercial Rail Corporate (1)

BancShares (2)

Net interest income (expense) $ 2,458 $ 895 $ 1,476 $ ( 160 ) $ 423 $ 5,092

Rental income on operating lease equipment — 164 — 651 — 815

All other noninterest income 494 268 397 7 31 1,197

Total noninterest income 494 432 397 658 31 2,012

Total revenue 2,952 1,327 1,873 498 454 7,104

Depreciation on operating lease equipment — 131 — 165 — 296

Maintenance and other operating lease expenses — — — 180 — 180

Personnel cost 637 215 330 20 1,243 2,445

Acquisition-related expenses — — — — 108 108

All other noninterest expense (3)

1,090 462 804 56 ( 957 ) 1,455

Total noninterest expense 1,727 808 1,134 421 394 4,484

Provision for credit losses 60 300 100 — — 460

Income before income taxes 1,165 219 639 77 60 2,160

Income tax expense (benefit) 298 56 162 19 ( 1 ) 534

Net income $ 867 $ 163 $ 477 $ 58 $ 61 $ 1,626

Nine Months Ended September 30, 2024

General Bank Commercial Bank SVB Commercial Rail Corporate (1)

BancShares (2)

Net interest income (expense) $ 2,174 $ 916 $ 1,636 $ ( 136 ) $ 844 $ 5,434

Rental income on operating lease equipment — 172 — 604 — 776

All other noninterest income 446 239 405 8 42 1,140

Total noninterest income 446 411 405 612 42 1,916

Total revenue 2,620 1,327 2,041 476 886 7,350

Depreciation on operating lease equipment — 141 — 152 — 293

Maintenance and other operating lease expenses — — — 164 — 164

Personnel cost 604 205 354 20 1,094 2,277

Acquisition-related expenses — — — — 148 148

All other noninterest expense (3)

978 425 765 43 ( 875 ) 1,336

Total noninterest expense 1,582 771 1,119 379 367 4,218

Provision for credit losses 113 70 93 — — 276

Income before income taxes 925 486 829 97 519 2,856

Income tax expense 270 127 235 27 120 779

Net income $ 655 $ 359 $ 594 $ 70 $ 399 $ 2,077

(1) Corporate includes all other financial information that is not included in the reportable segments.

(2) In the segment reporting table above, there are no reconciling differences between BancShares and the aggregate of all reportable segments and Corporate.

(3) All other noninterest expense represents “other segment items” under ASC 280 and primarily includes Allocated Expenses, net occupancy expense, equipment expense, professional fees, third-party processing fees, FDIC insurance expense, marketing expense, and intangible amortization.

(3) All other noninterest expense represents “other segment items” under Accounting Standards Codification 280 and primarily includes allocated expenses, net occupancy expense, equipment expense, professional fees, third-party processing fees, FDIC insurance expense, marketing expense, and intangible amortization.

All other noninterest expense is presented net of allocated expenses in the segment reporting table above, resulting in Contra Expense for Corporate as further discussed above.

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The accompanying table summarizes credit-related commitments and other purchase and funding commitments:

dollars in millions September 30, 2025 December 31, 2024

dollars in millions March 31, 2026 December 31, 2025

Financing Commitments

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Letters of Credit

Standby letters of credit 2,478 2,188

Financial standby letters of credit 2,688 2,583

Other letters of credit 182 227

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Purchase and Funding Commitments (1)

(1) BancShares’ purchase and funding commitments relate to the equipment leasing businesses’ commitments to fund Rail’s railcar manufacturer purchase and upgrade commitments.

(1) BancShares’ purchase and funding commitments relate to the Rail segment commitments to fund railcar manufacturer purchase and upgrade commitments.

Financing Commitments

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Financing commitments, referred to as net unfunded loan commitments or lines of credit, primarily reflect BancShares’ agreements to lend to its customers, subject to the customers’ compliance with contractual obligations.

At September 30, 2025 and December 31, 2024, substantially all undrawn financing commitments were senior facilities.

Financing commitments also include $ 340 million and $ 79 million at September 30, 2025 and December 31, 2024, respectively, related to off-balance sheet commitments to fund equity investments.

Commitments to fund equity investments are contingent on events that have yet to occur and may be subject to change.

At March 31, 2026 and December 31, 2025, substantially all undrawn financing commitments were senior facilities.

Financing commitments also include $ 299 million and $ 360 million at March 31, 2026 and December 31, 2025, respectively, related to off-balance sheet commitments to fund other tax credit investments and other unconsolidated investments.

These off-balance sheet investment commitments are contingent on events that have yet to occur and may be subject to change.

As financing commitments may not be fully drawn, may expire unused, may be reduced or canceled at the customer’s request, and may require the customer to be in compliance with certain conditions, commitment amounts do not necessarily reflect actual future cash flow requirements.

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If the client’s customer is unable to pay an undisputed receivable solely as the result of credit risk, BancShares is then required to purchase the receivable from the client, less any borrowings for such client based on such defaulted receivable.

The outstanding amount in the table above, less $ 241 million and $ 166 million at September 30, 2025 and December 31, 2024, respectively, of borrowings for such clients, is the maximum amount that BancShares would be required to pay under all DPAs.

The outstanding amount in the table above, less $ 152 million and $ 211 million at March 31, 2026 and December 31, 2025, respectively, of borrowings for such clients, is the maximum amount that BancShares would be required to pay under all DPAs.

This maximum amount would only occur if all receivables subject to DPAs default in the manner described above, thereby requiring BancShares to purchase all such receivables from the DPA clients.

The table above includes $ 1.83 billion and $ 1.74 billion of DPA exposures at September 30, 2025 and December 31, 2024, respectively, related to receivables on which BancShares has assumed the credit risk.

The table also includes $ 37 million and $ 59 million available under DPA credit line agreements provided at September 30, 2025 and December 31, 2024, respectively.

The table above includes $ 1.58 billion and $ 1.71 billion of DPA exposures at March 31, 2026 and December 31, 2025, respectively, related to receivables on which BancShares has assumed the credit risk.

The table also includes $ 4 million and $ 13 million available under DPA credit line agreements provided at March 31, 2026 and December 31, 2025, respectively.

The DPA credit line agreements specify a contractually committed amount of DPA credit protection and are cancellable by us only after a notice period, which is typically 90 days or less.

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In accordance with applicable accounting guidance, BancShares’ establishes reserves for Litigation when those matters present loss contingencies as to which it is both probable that a loss will occur and the amount of such loss can reasonably be estimated.

Based on currently available information, BancShares does not believe that the outcome of Litigation that is currently pending will have a material impact on BancShares’ consolidated financial statements.

The actual results of resolving such matters may be substantially higher than the amounts reserved.

For certain Litigation matters in which BancShares is involved, BancShares is able to estimate a range of reasonably possible losses in excess of established reserves and insurance.

For other matters for which a loss is probable or reasonably possible, such an estimate cannot be determined.

For litigation and other matters where losses are reasonably possible and estimable, management currently estimates an aggregate range of reasonably possible losses to be up to approximately $ 20 million in excess of any established reserves and any insurance we reasonably believe we will collect related to those matters.

This estimate represents reasonably possible losses (in excess of established reserves and insurance) over the life of such Litigation, which may span a currently indeterminable number of years, and is based on information currently available as of September 30, 2025.

For certain Litigation matters for which a loss is probable or reasonably possible, BancShares is able to estimate a range of reasonably possible losses in excess of any established reserve, or for which there is no established reserve.

Management currently estimates an aggregate range of reasonably possible losses to be up to approximately $ 25 million in excess of any established reserves.

This estimate represents reasonably possible losses (in excess of any established reserves) over the life of such Litigation, which may span a currently indeterminable number of years, and is based on information currently available as of March 31, 2026.

The Litigation matters underlying the estimated range will change from time to time, and actual results may vary significantly from this estimate.

Those Litigation matters for which an estimate is not reasonably possible or as to which a loss does not appear to be reasonably possible, based on current information, are not included within this estimated range and, therefore, this estimated range does not represent BancShares’ maximum loss exposure.

For certain other Litigation matters for which a loss is probable or reasonably possible, BancShares is not able to estimate a range of reasonably possible losses.

Based on information currently available as of March 31, 2026, those Litigation matters for which BancShares is not able to estimate a range of reasonably possible losses or as to which a loss does not appear to be reasonably possible are not included within this estimated range and, therefore, this estimated range does not represent BancShares’ maximum loss exposure.

The foregoing statements about BancShares’ Litigation are based on BancShares’ judgments, assumptions, and estimates and are necessarily subjective and uncertain.

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What changed 10-Q

Item 1. Financial Statements