What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-11-07 · 725 added, 995 removed, 891 unchanged (66% of the section changed)

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This MD&A should be read in conjunction with the unaudited consolidated financial statements and related notes presented within this Quarterly Report on Form 10-Q (this “Form 10-Q”), along with our consolidated financial statements and related MD&A of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”).

Throughout this MD&A, references to a specific “Note” refer to Notes to the Unaudited Consolidated Financial Statements in Item 1.

Throughout this MD&A, references to a specific “Note” refer to Notes to the Consolidated Financial Statements (Unaudited) in Item 1.

Financial Statements.

Intercompany accounts and transactions have been eliminated.

Although certain amounts for prior years have been reclassified to conform with financial statement presentations for 2025, the reclassifications had no effect on stockholders’ equity or net income as previously reported.

Refer to Note 1—Significant Accounting Policies and Basis of Presentation.

Refer to Note 1—Significant Accounting Policies and Basis of Presentation for further information.

Management uses certain financial measures that are not presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) in its analysis of the financial condition and results of operations of BancShares.

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BancShares provides financial services for a wide range of consumer and commercial clients.

This includes retail and mortgage banking, wealth management, small and middle market banking, factoring and leasing.

BancShares provides commercial factoring, receivables management and secured financing services to businesses (generally manufacturers or importers of goods) that operate in various industries, including apparel, textile, furniture, home furnishings and consumer electronics.

BancShares also provides deposit, cash management and lending to homeowner associations and property management companies.

BancShares also owns a fleet of railcars and locomotives that are leased to railroads and shippers.

BancShares offers deposit products, loans, and wealth management and private banking services to consumer clients.

BancShares provides lending, leasing, capital markets and other financial and advisory services, to small and middle-market companies across a variety of industries.

Additionally, BancShares provides a full suite of financial products and services to private equity firms, venture capital firms, and commercial clients in innovation markets, such as technology, life sciences and healthcare industries.

BancShares also provides deposit, cash management and lending to homeowner associations and property management companies and owns a fleet of railcars and locomotives that are leased to railroads and shippers.

BancShares delivers banking products and services to its customers through an extensive branch network and additionally operates a nationwide digital banking platform that delivers deposit products to consumers (the “Direct Bank”).

Services offered at most branches include accepting deposits, cashing checks and providing for consumer and commercial cash needs.

Consumer and business customers may also conduct banking transactions through various digital channels and a dedicated Private Bank.

Consumer and business customers may also conduct banking transactions through various digital channels.

In addition to our banking operations, we provide various investment products and services through FCB’s wholly owned subsidiaries, including First Citizens Investor Services, Inc.

(“FCIS”) and First Citizens Asset Management, Inc.

(“FCAM”), and a non-bank subsidiary First Citizens Capital Securities, LLC (“FCCS”).

(“FCIS”), First Citizens Asset Management, Inc.

(“FCAM”), and First Citizens Delaware Trust Company, and a non-bank subsidiary, First Citizens Capital Securities, LLC (“FCCS”).

As a registered broker-dealer, FCIS provides a full range of investment products, including annuities, brokerage services and third-party mutual funds.

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Recent Events

Branch Acquisition

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.

(the “BMO Branch Acquisition”).

In connection with the BMO Branch Acquisition, FCB expects to assume approximately $5.7 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.

Debt Transactions

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 (the “Current Quarter Debt Issuance”).

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 (together with the Current Quarter Debt Issuance, the “2025 Debt Issuances”).

On June 15, 2025, the Parent Company executed a callable feature and redeemed all $350 million aggregate principal amount of its 3.375% Fixed-to-Floating Rate Subordinated Notes due in 2030 (the “Linked Quarter Debt Redemption”).

Equity Transactions

Share Repurchase Programs

On July 25, 2025, BancShares announced that the Board of Directors (the “Board”) authorized a new share repurchase program (the “2025 SRP”), which allows BancShares to repurchase shares of its Class A common stock in an aggregate amount up to $4.0 billion through December 31, 2026.

Repurchases under the 2025 SRP commenced in September 2025 upon the completion of the $3.5 billion share repurchase program announced in July 2024 (the “2024 SRP”).

The total capacity remaining under the 2025 SRP was $3.7 billion as of September 30, 2025 and $3.4 billion as of October 31, 2025.

During the third quarter of 2025, we repurchased 457,350 shares of our Class A common stock for approximately $900 million.

Shares repurchased during the third quarter of 2025 represented 3.79% of Class A common shares and 3.50% of total Class A and Class B common shares outstanding at June 30, 2025.

From inception of the 2024 SRP through September 30, 2025, we have repurchased 1,913,633 shares of our Class A common stock for approximately $3.79 billion, representing 14.15% of Class A common shares and 13.17% of total Class A and Class B common shares outstanding as of June 30, 2024.

Subsequent to September 30, 2025, BancShares purchased an additional 183,077 shares of Class A common stock through October 31, 2025 under the 2025 SRP.

During the first quarter of 2026, we repurchased 449,845 shares of our Class A common stock for $900 million and paid a dividend of $2.10 per share on our Class A and Class B common stock.

Shares repurchased during the first quarter of 2026 represented 4.04% of Class A common stock and 3.71% of total Class A and Class B common stock outstanding at December 31, 2025.

From inception of the 2024 share repurchase program (“2024 SRP”) through March 31, 2026, we have repurchased 2,842,948 shares of our Class A common stock for $5.59 billion, representing 21.02% of Class A common stock and 19.57% of total Class A and Class B common stock outstanding as of June 30, 2024.

From April 1, 2026 through April 30, 2026, BancShares repurchased an additional 102,340 shares of Class A common stock for a total of $203 million and had total capacity remaining under the current share repurchase program (the “2025 SRP”) of $1.71 billion as of April 30, 2026.

Refer to Part II, Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds for additional information regarding monthly repurchase activity during the third quarter of 2025.

2025 Loan Class Changes

During the second quarter of 2025, the loan classes which were reported in the Silicon Valley Bank (“SVB”) portfolio in the 2024 Form 10-K were recast to the Commercial portfolio (the “2025 Loan Class Changes”) as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation.

Loan and lease and allowance for loan and lease losses (“ALLL”) disclosures for all periods presented in this Form 10-Q were recast to reflect the 2025 Loan Class Changes.

Loan disclosures in the “Results by Segment” section of this MD&A 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.

Termination of the Shared-Loss Agreement with the FDIC

On April 7, 2025, FCB and the FDIC entered into an agreement (the “Shared-Loss Termination Agreement”) to terminate the Shared-Loss Agreement (as defined in Note 2—Business Combinations).

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).

The decision to enter into the Shared-Loss Termination Agreement was motivated, in part, by FCB’s determination that the likelihood of reaching the $5 billion loss threshold during the five-year period covered by the Shared-Loss Agreement was remote.

Additionally, the Shared-Loss Termination Agreement eliminated the reporting responsibilities associated with the Shared-Loss Agreement.

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).

The risk-based capital ratio impacts resulting from the Shared-Loss Termination Agreement are discussed in the “Capital” section of this MD&A.

Changes to the Composition of Reportable Segments

We updated our segment reporting during the first quarter of 2025 as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation.

We transferred certain components from the SVB Commercial and General Bank segments to the Commercial Bank segment and modified our segment expense allocation methodology.

Segment disclosures for 2024 periods included in this Form 10-Q were recast to reflect the segment reporting updates.

Refer to Note 17—Segment Information for descriptions of segment products and services and the “Results by Segment” section of this MD&A.

Unregistered Sales of Equity Securities and Use of Proceeds for first quarter 2026 monthly repurchase activity of Class A common stock.

Preferred Stock Issuance

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.

Refer to Note 13—Stockholders' Equity for further information, including depositary shares and liquidation preference.

Debt Transactions

Prepayments of the Purchase Money Note

In connection with the SVBB Acquisition (as defined in Note 2—Business Combinations), FCB issued a five-year $36.07 billion note payable to the FDIC, maturing March 27, 2028 (the “Purchase Money Note”).

The Purchase Money Note had a carrying value of $30.91 billion and $33.39 billion at March 31, 2026 and December 31, 2025, respectively.

During the current quarter, we prepaid $2.50 billion of the Purchase Money Note which resulted in an $8 million loss on extinguishment of debt.

The outstanding balance of the Purchase Money Note declined from $35.85 billion at September 30, 2025 to $30.91 billion at March 31, 2026.

We will continue to monitor the interest rate environment, FCB’s collateral position for the Purchase Money Note, and FCB’s liquidity position to determine the timing and magnitude of further prepayments as discussed below in the Funding, Liquidity and Capital Overview.

We expect monthly prepayments to be at least $500 million throughout 2026.

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

Debt Issuance

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 a public offering (the “Current Quarter Debt Issuance”).

Pending Branch Acquisition

On October 16, 2025, FCB announced the BMO Branch Acquisition (as defined in Note 2—Business Combinations) to acquire 138 branches from BMO Bank N.A.located throughout the Midwest, Great Plains and West regions of the U.S.

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 the second half of 2026, subject to customary closing terms and conditions and the receipt of remaining regulatory approvals.

Commercial Banking Brand Alignment

On April 23, 2026, FCB announced plans to expand its commercial banking capabilities and to align brand names later this year.

In the fourth quarter of 2026, Silicon Valley Bank (“SVB”), a division of FCB, will rebrand as First Citizens Innovation Banking and First Citizens Fund Banking, and CIT Commercial Services and the Silicon Valley Bank Wine division will rebrand as FCB.

Recent Economic, Industry and Regulatory Developments

Entering 2025, the Federal Open Market Committee (“FOMC”) had reduced the benchmark federal funds rate to a range between 4.25% - 4.50% and maintained this level until its September meeting.

During its September meeting, the FOMC reduced the benchmark federal funds rate by a quarter-point, to a range between 4.00% - 4.25%.

On October 29, the FOMC again lowered the benchmark federal funds rate by a quarter-point, to a range between 3.75% - 4.00%.

The Trump administration has imposed, modified and paused tariffs multiple times since the beginning of 2025.

Actual and threatened changes to U.S.

trade policies have resulted in some countries enacting retaliatory measures.

The imposition of increased tariffs and trade restrictions has contributed to uncertainty and volatility in the global financial markets.

The current tariff environment is dynamic, and we are closely monitoring both the impact and potential impact of such measures on our business, our customers and on overall economic conditions in the United States.

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.

Economic conditions reflected heightened uncertainty in the first quarter of 2026, as inflationary pressures, due in part to global energy constraints related to the conflicts in the Middle East, contributed to market volatility.

We continue to monitor these developments and the broader macroeconomic environment;

however, the ultimate effects remain uncertain and dependent on future events.

Entering 2026, the benchmark federal funds range was between 3.50% - 3.75%.

During the January, March, and April 2026 Federal Open Market Committee meetings, the benchmark federal funds rate was left unchanged.

government announced changes to its trade policies in 2025 and significantly increased tariffs on certain imports under emergency authorities, including the International Emergency Economic Powers Act (the “IEEPA”).

In February 2026, the Supreme Court ruled that the IEEPA does not authorize the President to impose tariffs.

The current tariff environment remains dynamic and uncertain, including with respect to refunds of tariffs paid under the IEEPA and replacement measures under other legal authorities.

We continue to closely monitor both the impact and potential impact of such measures on our business, our customers and on overall economic conditions in the United States.

On March 19, 2026, federal banking regulators issued revised notices of proposed rulemaking to implement the final components of the Basel III accords (the “Basel III proposals”).

The proposals include, among other things, a revised standardized approach to calculating risk-weighted assets applicable to Category III and Category IV banking organizations like us, which the Federal Reserve expects to decrease aggregate Common Equity Tier 1 (“CET1”) risk-based capital requirements.

Additionally, the revised proposals would eliminate the requirement to deduct mortgage servicing assets from CET1 capital and instead assign a 250% risk weight.

We will continue to monitor further developments regarding the proposals and assess potential impacts to our regulatory capital requirements, including enhanced capital flexibility.

Financial Performance Summary

The following tables in this MD&A include financial data for the three months ended September 30, 2025 (the “current quarter”), June 30, 2025 (the “linked quarter”) and September 30, 2024 (the “Prior Year Quarter”), along with the nine months ended September 30, 2025 (“current YTD”), and the nine months ended September 30, 2024 (“prior YTD”).

The following tables in this MD&A include financial data for the three months ended March 31, 2026 (the “current quarter”), December 31, 2025 (the “linked quarter”) and March 31, 2025 (the “prior year quarter”).

In accordance with Item 303(c) of Regulation S-K, we focus our discussion of quarterly results of operations on changes compared to the linked quarter for the narrative discussion and analysis as we believe this provides investors and other users of our data with the most relevant information.

We focus the discussion of our financial position by comparing balances as of September 30, 2025 to December 31, 2024, however the tables also provide the linked quarter balances.

We also include commentary comparing current quarter to prior year quarter.

We focus the discussion of our financial position by comparing balances as of March 31, 2026 to December 31, 2025.

Percent changes within this MD&A are based on unrounded amounts and may not recalculate precisely using the displayed rounded balances.

Selected Financial Data

dollars in millions, except share data Three Months Ended Nine Months Ended

September 30, 2025 June 30,

2025 September 30, 2024 September 30, 2025 September 30, 2024

dollars in millions, except share data Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Results of Operations:

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Total stockholders’ equity 22,487 22,197 22,457

As of the Period Ending

September 30, 2025 June 30,

2025 September 30, 2024 December 31, 2024

Select Ending Balances:

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(2) Net interest margin (“NIM”), excluding purchase accounting accretion or amortization (“PAA”), is a non-GAAP financial measure.

Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

Refer to the “Net Interest Income (“NII”), NIM, and Interest Income on Loans and Leases, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

(3) Average loan balances include loans held for sale and nonaccrual loans.

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Further details are discussed in the “Results of Operations” and “Balance Sheet Analysis” sections of this MD&A.

Third Quarter Income Statement Highlights

Income Statement Highlights (Current Quarter Compared to Linked Quarter)

• Net income for the current quarter was $534 million , a decrease of $46 million or 8% from $580 million for the linked quarter.

Net income available to common stockholders for the current quarter was $508 million, a decrease of $58 million or 10% from $566 million for the linked quarter.

Earnings per basic and diluted common share for the current quarter was $43.08, an increase from $42.36 for the linked quarter.

The decrease in net income available to common stockholders was due to higher provision for credit losses, partially offset by increases in net interest income (“NII”) and noninterest income, and lower noninterest expense as further discussed below.

• NII for the current quarter was $1.73 billion, an increase of $39 million or 2% from $1.70 billion for the linked quarter, largely due to increases in interest income on loans, investment securities and interest-earning deposits at banks, partially offset by an increase in interest expense on interest-bearing deposits.

Earnings per basic and diluted common share for the current quarter was $42.63, a decrease from $45.81 for the linked quarter.

The decreases in net income and net income available to common stockholders were due to lower NII and noninterest income and higher provision for credit losses, partially offset by lower noninterest expense and lower income tax expense, as further discussed below.

• NII for the current quarter was $1.62 billion, a decrease of $101 million or 6% from $1.72 billion for the linked quarter .

NIM was 3.09% for the current quarter, a decrease of 11 basis points (“bps”) from 3.20% for the linked quarter.

The decreases in NII and NIM were mainly due to lower yields on loans, lower average balances and yields on investment securities and interest-earning deposits at banks, and a higher average balance of interest-bearing deposits, partially offset by the impacts of a higher average balance of loans, lower rate paid on interest-bearing deposits, and a decline in average borrowings largely resulting from prepayments of the Purchase Money Note.

◦ PAA for the current quarter was $39 million, a decrease of $10 million from $49 million for the linked quarter.

• NIM was 3.26% in both the current quarter and linked quarter as the decrease in yield on average interest-earning assets was offset by the decrease in rate paid on interest-bearing liabilities.

NIM, excluding PAA (1) was 3.15% for the current quarter, an increase of 1 basis point (“bp”) over the linked quarter.

• Noninterest income for the current quarter was $699 million , an increase of $21 million or 3% from $678 million for the linked quarter, largely due to an increase in other noninterest income of $9 million, mainly attributable to gains on the sale of other assets, as well as an increase of $6 million in client investment fees.

• Noninterest expense for the current quarter was $1.49 billion, a decrease of $9 million or 1% from $1.50 billion for the linked quarter , mainly due to decreases in other noninterest expense of $20 million and acquisition-related expenses of $10 million, partially offset by increases in maintenance and other operating lease expenses of $12 million, personnel cost of $7 million, and equipment expense of $6 million.

The decrease of $20 million in other noninterest expense was mainly due to the linked quarter including $15 million resulting from a vendor dispute and an increase in litigation reserves.

• Provision for credit losses for the current quarter was $191 million, an increase of $76 million from $115 million for the linked quarter .

The current quarter provision for credit losses included a provision for loan and lease losses of $214 million, partially offset by a benefit for off-balance sheet credit exposure of $23 million.

NIM, excluding PAA (1) was 3.01% for the current quarter, a decrease of 10 bps from 3.11% for the linked quarter.

• Noninterest income for the current quarter was $692 million , a decrease of $23 million or 3% from $715 million for the linked quarter, largely due to a decrease in other noninterest income of $15 million, mainly attributable to the linked quarter gain on tax credit investments, an unfavorable change of $9 million in the fair value of marketable equity securities, along with declines of $3 million each in factoring commissions, gain on sale of leasing equipment, and gain on sale of investment securities, partially offset by increases of $7 million in deposit fees and service charges and $5 million in lending-related fees.

• Noninterest expense for the current quarter was $1.54 billion, a decrease of $36 million or 2% from $1.57 billion for the linked quarter , mainly due to decreases in acquisition-related expenses of $28 million, other noninterest expense of $16 million and marketing expense of $15 million, partially offset by an increase in personnel cost of $20 million.

• Provision for credit losses for the current quarter was $72 million, an increase of $18 million or 33% from $54 million for the linked quarter .

The current quarter provision for credit losses primarily included a provision for loan and lease losses of $103 million, partially offset by a benefit for off-balance sheet credit exposure of $32 million.

◦ The provision for loan and lease losses for the current quarter was $103 million compared to $57 million for the linked quarter.

The $103 million increase in the provision for loan and lease losses was mainly attributable to an increase in net charge-offs of $115 million, as well as the impact of a $20 million reserve release in the current quarter, compared to an $8 million reserve release in the linked quarter.

▪ The $115 million increase in net charge-offs was mainly due to an $82 million charge-off on a single supply chain finance client in the Commercial Bank segment.

Changes in the ALLL are discussed in the “Provision for Credit Losses” section of this MD&A.

◦ The benefit for off-balance sheet credit exposure for the current quarter was $23 million compared to a provision for the linked quarter of $4 million, resulting in a decrease in provision of $27 million, largely due to lower available balances.

• Return on average assets for the current quarter was 0.98%, a decrease of 3 bps from 1.01% for the linked quarter due to the items discussed above .

The $46 million increase in the provision for loan and lease losses was mainly attributable to the impact of an $8 million reserve release in the current quarter compared to an $86 million reserve release in the linked quarter, partially offset by a decline of $32 million in net charge-offs in the current quarter.

The $8 million allowance for loan and lease losses (“ALLL”) reserve release is discussed below in the Balance Sheet Highlights.

◦ The benefit for off-balance sheet credit exposure for the current quarter was $32 million compared to $5 million for the linked quarter, an increase of $27 million, mainly due to changes in the macroeconomic scenarios and trends in the volume of unfunded commitments.

• Income tax expense for the current quarter was $171 million, a decrease of $60 million from $231 million for the linked quarter, largely due to return to provision adjustments reflected in the linked quarter.

• Return on average assets for the current quarter was 0.93%, a decrease of 6 bps from 0.99% for the linked quarter due to the decrease in net income explained above .

(1) NIM, excluding PAA is a non-GAAP measure.

Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further discussion.

Year-to-Date Income Statement Highlights

• Net income for the current YTD was $1.63 billion, a decrease of $451 million or 22% from $2.08 billion for the prior YTD.

Net income available to common stockholders for the current YTD was $1.58 billion, a decrease of 22% from $2.03 billion for the prior YTD.

Earnings per diluted common share for the current YTD was $119.70, a decrease from $140.26 for the prior YTD.

The decrease in net income available to common stockholders was due to lower NII, higher noninterest expense and higher provision for credit losses, partially offset by lower income tax expense and higher noninterest income as further discussed below.

• NII for the current YTD was $5.09 billion, a decrease of $342 million or 6% from $5.43 billion for the prior YTD.

NIM for the current YTD was 3.26%, a decrease of 36 bps from 3.62% for the prior YTD.

The decreases in NII and NIM were mainly due to lower yields on loans and interest-earning deposits at banks, a mix shift from interest-earning deposits at banks to investment securities, a higher average balance of interest-bearing deposits, and a higher average balance and rate paid for borrowings, partially offset by a decline in the rate paid on interest-bearing deposits and a higher average balance of loans.

◦ PAA for the current YTD was $202 million, a decrease of $197 million from $399 million for the prior YTD.

NIM, excluding PAA, (1) for the current YTD was 3.13%, a decrease of 22 bps from 3.35% for the prior YTD.

• Noninterest income for the current YTD was $2.01 billion, an increase of $96 million from $1.92 billion for the prior YTD, mostly due to increases in rental income on operating lease equipment of $39 million, lending-related fees of $13 million, international fees of $13 million, and wealth management services of $11 million, other noninterest income of $9 million and a favorable change of $7 million in the fair value of marketable equity securities.

• Noninterest expense for the current YTD was $4.48 billion, an increase of $266 million or 6% from $4.22 billion for the prior YTD, mostly due to increases in personnel cost of $168 million, marketing expense of $45 million, equipment expense of $36 million, other noninterest expense of $30 million and third-party processing fees of $20 million, partially offset by a decrease in acquisition-related expenses of $40 million.

• Provision for credit losses for the current YTD was $460 million, an increase of $184 million from $276 million for the prior YTD.

The current YTD provision for credit losses included a provision for loan and lease losses of $473 million, partially offset by a benefit for off-balance sheet credit exposure of $13 million.

◦ The provision for loan and lease losses for the current YTD was $473 million, an increase of $162 million from $311 million for the prior YTD, mainly attributable to an increase in net charge-offs of $117 million, which included a charge-off of $82 million for a single client as discussed above, and a $45 million decline in the ALLL reserve release for the current YTD.

Changes in the ALLL are discussed in the “Provision for Credit Losses” section of this MD&A.

◦ The benefit for off-balance sheet credit exposure for the current YTD was $13 million, compared to $35 million for the prior YTD.

The decrease in the benefit of $22 million was mostly due to trends in the volume of unfunded commitments, partially offset by a modest shift in our weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A.

• Income tax expense for the current YTD was $534 million, a decrease of $245 million from $779 million for the prior YTD, primarily due to lower income before income taxes and a lower effective income tax rate (“ETR”).

• Return on average assets for the current YTD was 0.95% compared to 1.27% for the prior YTD due to the decrease in net income explained above .

Refer to the “NII, NIM, and Interest Income on Loans and Leases, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further discussion.

Income Statement Highlights (Current Quarter Compared to Prior Year Quarter)

• Net income for the current quarter was $534 million, an increase of $51 million or 11% from $483 million for the prior year quarter.

Net income available to common stockholders for the current quarter was $508 million, an increase of $40 million or 9% from $468 million for the prior year quarter.

Earnings per basic and diluted common share for the current quarter was $42.63, an increase from $34.47 for the prior year quarter.

The increases in net income and net income available to common stockholders were due to lower provision for credit losses and higher noninterest income, partially offset by higher noninterest expense and lower NII, as further discussed below.

• NII for the current quarter was $1.62 billion, a decrease of $42 million or 3% from $1.66 billion for the prior year quarter.

NIM was 3.09% for the current quarter and 3.26% for the prior year quarter.

The decreases in NII and NIM were mainly due to lower yields on loans, lower yields and average balances of interest-earning deposits at banks and investment securities, lower PAA, a higher average balance of interest-bearing deposits, and a modest increase in the rate paid on subordinated debt, partially offset by the impacts of a higher average balance of loans and a decline in the rate paid on interest-bearing deposits.

◦ PAA for the current quarter was $39 million, a decrease of $36 million from $75 million for the prior year quarter.

NIM, excluding PAA (1) was 3.01% for the current quarter, a decrease of 11 bps from 3.12% for the prior year quarter.

• Noninterest income for the current quarter was $692 million, an increase of $57 million or 9% from $635 million for the prior year quarter, largely due to increases in other noninterest income of $24 million, deposit fees and service charges of $12 million, rental income on operating lease equipment of $11 million, along with a favorable change of $8 million in the fair value of marketable equity securities, and an increase of $6 million in the gain on sale of leasing equipment.

• Noninterest expense for the current quarter was $1.54 billion, an increase of $43 million or 3% from $1.49 billion for the prior year quarter, mainly due to increases in personnel cost of $51 million, third-party processing fees of $30 million, and maintenance and other operating lease expenses of $7 million, partially offset by decreases in acquisition-related expenses of $37 million and other noninterest expense of $8 million.

• Provision for credit losses for the current quarter was $72 million, a decrease of $82 million or 53% from $154 million for the prior year quarter, primarily consisting of the following:

◦ The provision for loan and lease losses for the current quarter was $103 million compared to $148 million for the prior year quarter.

The $45 million decrease in the provision for loan and lease losses was mainly attributable to a decrease in net charge-offs of $33 million and a $12 million decline in the reserve release.

In the current quarter, the reserve release was $8 million, compared to a $4 million reserve build in the prior year quarter.

The $8 million ALLL reserve release for the current quarter is discussed below in the Balance Sheet Highlights.

◦ The benefit for off-balance sheet credit exposure for the current quarter was $32 million compared to a provision for the prior year quarter of $6 million, resulting in a decrease in provision of $38 million, mainly due to changes in the macroeconomic scenarios and trends in the volume of unfunded commitments.

• Return on average assets for the current quarter was 0.93%, an increase of 6 bps from 0.87% for the prior year quarter due to the increase in net income explained above .

(1) NIM, excluding PAA is a non-GAAP measure.

Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further discussion.

Refer to the “NII, NIM, and Interest Income on Loans and Leases, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further discussion.

Balance Sheet Highlights

• Loans and leases at September 30, 2025 were $144.76 billion, an increase of $4.54 billion or 3% from $140.22 billion at December 31, 2024.

Loan growth of $3.26 billion in the SVB Commercial segment was concentrated in Global Fund Banking, partially offset by a decline in Tech and Healthcare.

Loan growth in the Commercial Bank segment of $943 million was mainly in our industry verticals, primarily TMT and Healthcare, as well as Equipment Finance and Working Capital Solutions, which includes our factoring business.

Loan growth of $338 million in the General Bank segment was primarily in Wealth.

• Investment securities at September 30, 2025 were $45.12 billion, an increase of $1.03 billion or 2% from $44.09 billion at December 31, 2024, as the purchase of short duration available for sale U.S.

• Loans and leases at March 31, 2026 were $148.69 billion, an increase of $762 million or 1% from $147.93 billion at December 31, 2025.

Commercial Bank segment loan growth of $1.35 billion, mainly concentrated in Global Fund Banking, was partially offset by a decrease in General Bank segment loans of $591 million, primarily due to the transfer of $364 million Small Business Administration (“SBA”) loans to held for sale in March 2026.

• Investment securities at March 31, 2026 were $42.99 billion, an increase of $1.42 billion or 3% from $41.56 billion at December 31, 2025, as purchases of short duration available for sale U.S.

treasury and agency mortgage-backed securities were partially offset by maturities and paydowns.

• Deposits at September 30, 2025 were $163.19 billion, an increase of $7.96 billion or 5% from $155.23 billion at December 31, 2024.

As shown in Table 3 below, the increase from December 31, 2024 was mainly attributable to deposit growth in Corporate of $3.49 billion (which primarily includes the Direct Bank), the SVB Commercial segment of $3.37 billion, and the General Bank segment of $1.64 billion, partially offset by a decline of $524 million in the Commercial Bank segment.

Noninterest-bearing deposits grew by $4.12 billion or 10.7% compared to December 31, 2024 and represented 26.2% of total deposits as of September 30, 2025, compared to 24.9% at December 31, 2024.

• Borrowings at September 30, 2025 were $38.68 billion, an increase of $1.62 billion or 4% from $37.05 billion at December 31, 2024, primarily due to the 2025 Debt Issuances with aggregate principal amounts totaling $1.85 billion, partially offset by the $350 million Linked Quarter Debt Redemption.

• The ALLL at September 30, 2025 was $1.65 billion, a decrease of $24 million from $1.68 billion at December 31, 2024, as discussed above in the “Year-to-Date Income Statement Highlights.” The ALLL as a percentage of loans was 1.14% at September 30, 2025, a decrease of 6 bps from 1.20% at December 31, 2024.

• At September 30, 2025, BancShares remained well capitalized with a total risk-based capital ratio of 14.05%, a Tier 1 risk-based capital ratio of 12.15%, a common equity Tier 1 (“CET1”) ratio of 11.65% and a Tier 1 leverage ratio of 9.34%.

• Deposits at March 31, 2026 were $170.84 billion, an increase of $9.26 billion or 6% from $161.58 billion at December 31, 2025.

As further discussed and shown in Table 2 below, the increase from December 31, 2025 was attributable to deposit growth in the Commercial Bank segment of $5.66 billion, Corporate of $2.49 billion, and the General Bank segment of $1.12 billion.

Noninterest-bearing deposits grew by $2.95 billion or 7% compared to December 31, 2025, and represented 25.5% of total deposits as of March 31, 2026, compared to 25.2% at December 31, 2025.

• Borrowings at March 31, 2026 were $33.96 billion, a decrease of $2.05 billion or 6% from $36.01 billion at December 31, 2025.

The decrease was primarily due to prepayments of $2.50 billion on the Purchase Money Note during the current quarter, partially offset by the $500 million Current Quarter Debt Issuance.

• The ALLL was $1.56 billion at March 31, 2026, compared to $1.57 billion at December 31, 2025, resulting in an ALLL reserve release of $8 million for the current quarter, largely due to 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 ALLL as a percentage of loans was 1.05% at March 31, 2026, a decrease of 1 bp from 1.06% at December 31, 2025.

• Interest-earning deposits at banks were $23.19 billion at March 31, 2026, an increase of $3.39 billion compared to $19.80 billion at December 31, 2025, a function of the balance sheet trends discussed above.

• At March 31, 2026, BancShares remained well capitalized with a total risk-based capital ratio of 13.51%, a Tier 1 risk-based capital ratio of 11.79%, a CET1 ratio of 10.83% and a Tier 1 leverage ratio of 9.30%.

Funding, Liquidity and Capital Overview

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We fund our business primarily through deposits.

Deposits represented approximately 81% of total funding at September 30, 2025.

The following table summarizes the composition, average size and uninsured percentages of our deposits:

Select Deposit Data

Deposits as of September 30, 2025

Ending Balance (in millions) Average Size (in thousands) Uninsured %

General Bank segment $ 74,596 $ 37 36 %

Commercial Bank segment 2,978 624 82

SVB Commercial segment 39,891 562 68

Corporate and Rail segment (1)

Total $ 163,190 57 37

(1) The average size is reflective of the Direct Bank deposits and excludes brokered deposits and rail.

The General Bank segment mainly includes deposits in our Branch Network, which deploys a relationship-based approach to deposit gathering.

The Commercial Bank segment includes deposits of commercial customers, and the SVB Commercial segment includes deposits related to its commercial customer base.

Deposits in Corporate mainly included $45.15 billion in our Direct Bank, with the remainder including brokered and other deposits.

As displayed in the table above, the average size of deposits varies across our business segments.

The uninsured percentage is the percentage of uninsured deposits to total deposits at period end for the respective segments and Corporate.

Total uninsured deposits were approximately $59.75 billion or 37% of total deposits at September 30, 2025 and $59.51 billion or 38% at December 31, 2024.

Deposits represented 83% of total funding at March 31, 2026.

Deposit Trends

dollars in millions Deposit Balance

September 30, 2025 June 30,

2025 December 31,

March 31, 2026 December 31, 2025

General Bank segment $ 75,914 $ 74,796

Commercial Bank segment 47,191 41,532

SVB Commercial segment 39,891 37,798 36,524

Corporate and Rail segment 47,737 45,250

Total deposits $ 170,842 $ 161,578

Deposit trends for the segments and Corporate at September 30, 2025 compared to December 31, 2024 are discussed below:

• Corporate deposit growth of $3.49 billion was mainly in the Direct Bank, which consists primarily of savings accounts.

• SVB Commercial segment deposits increased $3.37 billion, despite the strategic decision to move $2.4 billion in select cash sweep deposits to off-balance sheet client funds during the first quarter of 2025.

Deposit growth was mainly in noninterest-bearing deposits.

• General Bank segment deposit growth of $1.64 billion was primarily in the Branch Network, largely in money market and noninterest-bearing deposits.

• Commercial Bank segment deposit decline of $524 million was mostly in noninterest-bearing deposits.

Refer to the “Results by Segment” for a discussion of deposits at September 30, 2025 compared to June 30, 2025.

Deposit trends for the segments and Corporate at March 31, 2026 compared to December 31, 2025 are discussed below:

• Commercial Bank segment deposit growth of $5.66 billion was mainly in Gl obal Fund Banking and Technology and Healthcare Banking.

A portion of this deposit growth stems from large short-term deposits which we expect to outflow or move off-balance sheet shortly after March 31, 2026.

Most of the growth was in noninterest-bearing demand and money-market deposits.

• Corporate deposit growth of $2.49 billion was primarily due to brokered and Direct Bank deposit increases of $1.83 billion and $606 million, respectively.

We utilized brokered deposits more prevalently in the current quarter as rates were favorable relative to Direct Bank deposits.

We will continue to monitor the rate environments for brokered and Direct Bank deposits to determine the target growth for these deposit channels.

• General Bank segment deposit growth of $1.12 billion was primarily concentrated in our Branch Network and Community Association Banking (“CAB”).

Deposit growth was mostly in money market and interest checking.

Total uninsured deposits were $65.44 billion or 38% of total deposits at March 31, 2026 and $61.81 billion or 38% at December 31, 2025.

Refer to the “Balance Sheet Analysis—Interest-bearing Liabilities—Deposits” section of this MD&A for further discussion of deposits.

Liquidity Position

We strive to maintain a strong liquidity position and our risk appetite for liquidity is low.

At September 30, 2025, we had $61.92 billion in high-quality liquid assets consisting of $23.92 billion in cash and interest-earning deposits at banks (primarily held at the Federal Reserve Bank (“FRB”)) and $38.01 billion in high-quality liquid securities (“HQLS”).

HQLS are mainly comprised of U.S.

At March 31, 2026, we had $60.72 billion in high-quality liquid assets consisting of $22.14 billion in cash and interest-earning deposits at banks (primarily held at the Federal Reserve Bank (“FRB”)) and $38.58 billion in high-quality liquid securities (“HQLS”), mainly comprised of U.S.

agency mortgage-backed and U.S.

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Additionally, we have unused borrowing capacity with the Federal Home Loan Bank (“FHLB”) and FRB of $17.35 billion and $12.94 billion, respectively.

In connection with the SVBB Acquisition (as defined and described in Note 2—Business Combinations), FCB and the FDIC, as lender and as collateral agent, entered into the Advance Facility Agreement (as defined and described in Note 2—Business Combinations).

The draw period under the Advance Facility Agreement ended March 27, 2025, as of which date, FCB had no outstanding amounts under the facility.

Subsequently, we increased our borrowing capacity under agreements with the FRB through expansion of the eligible loan population to targeted loans historically not pledged to the FRB.

Refer to the “Liquidity Risk” section of this MD&A for further discussion.

Also in connection with the SVBB Acquisition, FCB issued a five-year, 3.50% fixed rate Purchase Money Note (as defined in Note 2—Business Combinations), which had a carrying value of $35.85 billion at September 30, 2025.

Refer to the “Risk Management—Liquidity Risk” section of this MD&A for further discussion.

In connection with the SVBB Acquisition, FCB issued a five-year, 3.50% fixed rate Purchase Money Note, which had a carrying value of $30.91 billion at March 31, 2026.

While scheduled principal payments are not required until maturity in March 2028, FCB may voluntarily prepay principal without a premium or penalty.

We will continue to monitor the interest rate environment and assess whether any voluntary prepayments are prudent considering the fixed rate of 3.50%.

Potential sources that could fund voluntary prepayments or the amount due at maturity include excess liquidity (primarily comprised of interest-earning deposits at banks and proceeds from maturities and paydowns of investment securities), FHLB advances, deposit growth, and issuance of unsecured debt or other borrowings.

At the time of voluntary prepayment or maturity, the interest rates for the potential interest-bearing sources of repayment could be higher than the 3.50% rate.

FCB prepaid $2.50 billion of the Purchase Money Note during the current quarter and previously prepaid $2.49 billion in December 2025, which reduced the outstanding balance from $35.85 billion at September 30, 2025 to $30.91 billion at March 31, 2026.

Additionally, we prepaid $500 million in April 2026.

We expect monthly prepayments to be at least $500 million throughout 2026.

Potential sources that could fund voluntary prepayments or the amount due at maturity include excess liquidity (primarily comprised of interest-earning deposits at banks and proceeds from maturities and paydowns of investment securities), deposit growth including brokered deposits, loan sales or securitizations, FHLB advances, and issuance of perpetual preferred stock, unsecured debt or other borrowings.

At the time of any further voluntary prepayment or maturity, the interest rates for the potential interest-bearing sources of prepayment could be higher than the 3.50% rate.

Investment Securities Duration

At September 30, 2025, our investment securities portfolio primarily consisted of debt securities available for sale and held to maturity as summarized below.

At March 31, 2026, our investment securities portfolio primarily consisted of debt securities available for sale and held to maturity as summarized below.

We manage debt security market risk by monitoring the average duration of our investment securities portfolio.

The duration of our investment securities was approximately 2.5 years at September 30, 2025.

The duration of our investment securities was 2.6 years at March 31, 2026.

The investment securities available for sale portfolio had an average duration of 2.2 years and the held to maturity portfolio had an average duration of 4.0 years.

Refer to the “Interest-earning Assets—Investment Securities” section of this MD&A and Note 3—Investment Securities for further information.

Refer to the “Balance Sheet Analysis—Interest-earning Assets—Investment Securities” section of this MD&A and Note 3—Investment Securities for further information.

Investment Securities Summary

dollars in millions September 30, 2025

dollars in millions March 31, 2026

Composition (1)

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Capital Position

At September 30, 2025, all regulatory capital ratios for BancShares and FCB exceeded the Prompt Corrective Action (“PCA”) well capitalized thresholds and Basel III requirements as further discussed in the “Capital” section of this MD&A.

At March 31, 2026, all regulatory capital ratios for BancShares and FCB exceeded the prompt corrective action (“PCA”) thresholds, well capitalized thresholds, and Basel III requirements established by the federal banking agencies as further discussed in the “Capital” section of this MD&A.

RESULTS OF OPERATIONS

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• Tax equivalent NII was not materially different from NII, therefore we present NII in our analysis.

Average Balances, Yields and Rates, NII, and NIM (Current Quarter to Linked Quarter)

Average Balances, Yields and Rates, NII, and NIM (Current Quarter Compared to Linked Quarter)

dollars in millions Average Balance Yield / Rate Interest Income / Expense

Three Months Ended Increase (Decrease) Three Months Ended Three Months Ended Increase (Decrease) due to:

Sep 30, 2025 Jun 30, 2025 Sep 30, 2025 Jun 30, 2025 Increase (decrease) bps Sep 30, 2025 Jun 30, 2025 Increase (Decrease) Volume (1)

Mar 31, 2026 Dec 31, 2025 Mar 31, 2026 Dec 31, 2025 Increase (decrease) bps Mar 31, 2026 Dec 31, 2025 Increase (Decrease) Volume (1)

Yield /Rate (1)

14 unchanged sentences

Total interest-bearing deposits 125,203 121,433 3,770 3.1 2.70 2.81 (11) 833 861 (28) 15 (43)

Securities sold under customer repurchase agreements 442 471 (29) (6) 0.51 0.57 (6) 1 — 1 1 —

Short-term borrowings 197 265 (68) (25.6) 0.37 0.52 (15) — — — — —

Senior unsecured borrowings 718 556 162 29.3 5.23 5.27 (4) 10 7 3 3 —

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The main reasons for the increases and decreases are explained below:

• NII for the current quarter was $1.73 billion, an increase of $39 million or 2%, from $1.70 billion for the linked quarter.

NII, excluding PAA, (1) was $1.67 billion for the current quarter, an increase of $44 million from $1.63 billion, for the linked quarter.

The main reasons for the increases in NII and NII, excluding PAA, (1) are explained below:

◦ Interest and fees on loans for the current quarter was $2.30 billion, an increase of $30 million or 1%, from $2.27 billion for the linked quarter.

The increase was mainly due to a higher day count and a higher average balance, partially offset by a modest decline in yield.

▪ Interest and fees on loans, excluding loan PAA, (1) were $2.23 billion for the current quarter, an increase of $34 million, from $2.20 billion for the linked quarter .

▪ Loan PAA was $71 million for the current quarter, a decrease of $4 million, from $75 million for the linked quarter .

◦ Interest income on investment securities (including securities purchased under agreements to resell) for the current quarter was $433 million, an increase of $14 million or 4%, from $419 million for the linked quarter, due to increases in the average balance, yield and day count.

◦ Interest income on interest-earning deposits at banks for the current quarter was $265 million, an increase of $9 million or 4%, from $256 million for the linked quarter, due to a higher average balance and a higher day count, partially offset by a slight decline in yield.

◦ Interest expense on borrowings for the current quarter was $353 million, a decrease of $3 million or 1%, from $356 million for the linked quarter, due to a modest decline in the average balance and rate paid as the Linked Quarter Debt Redemption impacted the average balance and rate for the entire current quarter, partially offset by the Current Quarter Debt Issuance.

We expect interest expense on borrowings to increase in the fourth quarter of 2025 as the Current Quarter Debt Issuance will impact the average balance and rate for the entire quarter.

Refer to the “Recent Events” section of this MD&A for further discussion.

◦ Interest expense on interest-bearing deposits for the current quarter was $911 million, an increase of $17 million, from $894 million for the linked quarter, as the impacts of a higher average balance and a higher day count were partially offset by a lower rate paid.

• NIM was 3.26% in both the current quarter and linked quarter as the decrease in yield on average interest-earning assets was offset by the decrease in rate paid on interest-bearing liabilities.

NIM, excluding PAA, (1) was 3.15% for the current quarter, an increase of 1 bps, from 3.14% for the linked quarter .

◦ The yield on average interest-earning assets for the current quarter was 5.64%, a decrease of 3 bps, from 5.67% for the linked quarter, mainly due to a lower loan yield and a decline in loan PAA.

◦ The rate paid on average interest-bearing liabilities for the current quarter was 3.16%, a decrease of 3 bps, from 3.19% for the linked quarter, primarily due to a lower rate paid on interest-bearing deposits, partially offset by the impact of a higher average balance of interest-bearing deposits.

Refer to the “Financial Performance Summary—Balance Sheet Highlights,” “Interest-earning Assets,” and “Interest-bearing Liabilities” sections of this MD&A for discussions of balance sheet trends that impact average interest-earning assets, average interest-bearing liabilities, and the related yields earned and rates paid.

(1) Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further information.

Average Balances, Yields and Rates, NII, and NIM (Current Quarter to Prior Year Quarter)

dollars in millions Average Balance Yield / Rate Interest Income / Expense

Three Months Ended Increase (Decrease) from Prior Year Quarter Three Months Ended Three Months Ended Increase (Decrease) due to:

Sep 30, 2025 Sep 30, 2024 Sep 30, 2025 Sep 30, 2024 Increase (decrease) bps Sep 30, 2025 Sep 30, 2024 Increase (Decrease) Volume (1)

Yield /Rate (1)

Loans and leases (1) (2)

$ 141,785 $ 137,602 $ 4,183 3 % 6.44 % 7.03 % (59) $ 2,300 $ 2,430 $ (130) $ 75 $ (205)

Investment securities 44,827 38,189 6,638 17 3.83 3.70 13 430 354 76 64 12

Securities purchased under agreements to resell 284 241 43 18 4.32 5.34 (102) 3 4 (1) — (1)

Interest-earning deposits at banks 24,146 26,167 (2,021) (8) 4.36 5.33 (97) 265 350 (85) (25) (60)

Total interest-earning assets (2)

$ 211,042 $ 202,199 $ 8,843 4 5.64 6.18 (54) $ 2,998 $ 3,138 $ (140) $ 114 $ (254)

Noninterest-earning assets 19,487 18,267 1,220 7

Total assets $ 230,529 $ 220,466 $ 10,063 5

Interest-bearing deposits

Checking with interest $ 23,028 $ 23,946 $ (918) (4) % 1.70 % 2.23 % (53) $ 99 $ 134 $ (35) $ (5) $ (30)

Money market 39,396 34,132 5,264 15 2.82 3.24 (42) 280 278 2 40 (38)

Savings 47,005 39,939 7,066 18 3.66 4.34 (68) 435 436 (1) 72 (73)

Time deposits 11,146 14,429 (3,283) (23) 3.45 4.29 (84) 97 156 (59) (32) (27)

Total interest-bearing deposits 120,575 112,446 8,129 7 3.00 3.55 (55) 911 1,004 (93) 75 (168)

Securities sold under customer repurchase agreements 442 384 58 15 0.51 0.55 (4) 1 — 1 1 —

Senior unsecured borrowings 555 361 194 54 5.27 2.59 268 7 2 5 2 3

Subordinated debt 1,350 900 450 50 5.02 3.34 168 17 8 9 4 5

Other borrowings 35,911 35,803 108 — 3.66 3.66 — 328 328 — — —

Long-term borrowings 37,816 37,064 752 2 3.73 3.64 9 352 338 14 6 8

Total borrowings 38,258 37,448 810 2 3.70 3.61 9 353 338 15 7 8

Total interest-bearing liabilities $ 158,833 $ 149,894 $ 8,939 6 3.16 3.57 (41) $ 1,264 $ 1,342 $ (78) $ 82 $ (160)

Noninterest-bearing liabilities $ 49,405 $ 47,721 $ 1,684 4

Stockholders' equity 22,291 22,851 (560) (3)

Total liabilities and stockholders’ equity $ 230,529 $ 220,466 $ 10,063 5

Net interest spread (2)

2.48 % 2.61 % (13)

Net interest margin and net interest income (2)

3.26 % 3.53 % (27) $ 1,734 $ 1,796 $ (62)

(1) Loans and leases include nonaccrual loans and loans held for sale.

Interest income on loans and leases includes accretion income and loan fees.

(2) The average balances and yields for loans and leases are calculated net of average credit balances of factoring clients to appropriately reflect the interest-earning portion of factoring receivables.

Average Balances, Yields and Rates, NII, and NIM (Current YTD to Prior Year YTD)

• NII for the current quarter was $1.62 billion, a decrease of $101 million or 6% from $1.72 billion for the linked quarter.

NII, excluding PAA, (1) was $1.58 billion for the current quarter, a decrease of $91 million, from $1.67 billion for the linked quarter.

The main reasons for the decreases in NII and NII, excluding PAA, (1) are explained below:

◦ Interest income on loans and leases for the current quarter was $2.21 billion, a decrease of $84 million or 4% from $2.29 billion for the linked quarter, mainly due to a lower yield and lower loan PAA, partially offset by the impact of a higher average balance.

◦ Interest income on loans and leases, excluding loan PAA, (1) was $2.16 billion for the current quarter, a decrease of $73 million from $2.23 billion for the linked quarter .

◦ Loan PAA was $48 million in the current quarter, a decrease of $11 million or 19% from $59 million in the linked quarter.

◦ Interest income on investment securities (including securities purchased under agreements to resell) for the current quarter was $384 million, a decrease of $40 million or 9% from $424 million for the linked quarter, due to decreases in the average balance and yield.

◦ Interest income on interest-earning deposits at banks for the current quarter was $196 million, a decrease of $30 million or 14% from $226 million for the linked quarter, due to a lower average balance and a decline in yield.

◦ Interest expense on interest-bearing deposits for the current quarter was $833 million, a decrease of $28 million or 3% from $861 million for the linked quarter, as a lower rate paid was partially offset by the impact of a higher average balance.

◦ Interest expense on borrowings for the current quarter was $332 million, a decrease of $25 million or 7% from $357 million for the linked quarter, mainly due to a lower average balance as a result of prepayments of the Purchase Money Note.

• NIM for the current quarter was 3.09%, a decrease of 11 bps from 3.20% for the linked quarter.

The decline in NIM was mainly due to a lower yield on loans, lower average balances and yields on investment securities and interest-earning deposits at banks, and a higher average balance of interest-bearing deposits, partially offset by the impacts of a higher average balance of loans, a lower rate paid on interest-bearing deposits, and a lower average balance of borrowings.

NIM, excluding PAA, (1) was 3.01% for the current quarter, a decrease of 10 bps from 3.11% for the linked quarter.

◦ The yield on average interest-earning assets for the current quarter was 5.30%, a decrease of 18 bps from 5.48% for the linked quarter, mainly due the following:

▪ A lower loan yield resulting from lower interest rates and a decline in loan PAA, partially offset by the impact of a higher average balance.

▪ A lower yield on investment securities resulting from a lower average balance and lower interest rates.

▪ A lower yield on interest-earning deposits at banks resulting from a lower average balance and a decline in the federal funds rate.

◦ The rate paid on average interest-bearing liabilities for the current quarter was 2.93%, a decrease of 10 bps from 3.03% for the linked quarter, primarily due to a lower rate paid on interest-bearing deposits and a lower average balance of borrowings, partially offset by the impact of a higher average balance of interest-bearing deposits.

(1) Refer to the “NII, NIM, and Interest Income on Loans and Leases, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further information.

Refer to the “Executive Overview—Financial Performance Summary—Balance Sheet Highlights,” “Balance Sheet Analysis—Interest-earning Assets,” and “Balance Sheet Analysis—Interest-bearing Liabilities” sections of this MD&A for discussions of balance sheet trends that impact average interest-earning assets, average interest-bearing liabilities, and the related yields and rates paid.

Average Balances, Yields and Rates, NII, and NIM (Current Quarter Compared to Prior Year Quarter)

dollars in millions Average Balance Yield / Rate Interest Income / Expense

Nine Months Ended Increase (Decrease) from Prior Year Quarter Nine Months Ended Nine Months Ended Increase (Decrease) due to:

Sep 30, 2025 Sep 30, 2024 Sep 30, 2025 Sep 30, 2024 Increase (decrease) bps Sep 30, 2025 Sep 30, 2024 Increase (Decrease) Volume (1)

Three Months Ended Increase (Decrease) Three Months Ended Three Months Ended Increase (Decrease) due to:

Mar 31, 2026 Mar 31, 2025 Mar 31, 2026 Mar 31, 2025 Increase (decrease) bps Mar 31, 2026 Mar 31, 2025 Increase (Decrease) Volume (1)

Yield /Rate (1)

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Total interest-bearing deposits 125,203 117,224 7,979 6.8 2.70 3.09 (39) 833 893 (60) 54 (114)

Securities sold under customer repurchase agreements 447 398 49 12 0.53 0.49 4 2 1 1 1 —

Short-term borrowings 197 428 (231) (53.9) 0.37 0.52 (15) — 1 (1) (1) —

Senior unsecured borrowings 718 169 549 325.6 5.23 4.88 35 10 2 8 8 —

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NII and NIM (Current YTD Compared to Prior YTD)

The table above quantifies the increases or decreases for the current YTD compared to the prior YTD for NII and NIM, as well as average balances of interest-earning assets and interest-bearing liabilities, and the respective yields earned and rates paid.

NII and NIM ( Current Quarter Compared to Prior Year Quarter )

The table above quantifies the increases or decreases for the current quarter compared to the prior year quarter for NII and NIM, as well as average balances of interest-earning assets and interest-bearing liabilities, and the respective yields earned and rates paid.

The main reasons for the increases and decreases are explained below:

• NII for the current YTD was $5.09 billion, a decrease of $342 million or 6%, from $5.43 billion for the prior YTD.

NII, excluding PAA, (1) was $4.89 billion for the current YTD, a decrease of $145 million, from $5.04 billion for the prior YTD.

• NII for the current quarter was $1.62 billion, a decrease of $42 million or 3% from $1.66 billion in the prior year quarter.

NII, excluding PAA, (1) was $1.58 billion for the current quarter, a decrease of $6 million from $1.59 billion for the prior year quarter.

The main reasons for the decreases in NII and NII, excluding PAA, (1) are explained below:

◦ Interest income on interest-earning deposits at banks for the current YTD was $766 million, a decrease of $410 million or 35%, from $1.18 billion for the prior YTD, due to a lower average balance and a decline in the federal funds rate.

◦ Interest and fees on loans for the current YTD was $6.81 billion, a decrease of $400 million or 6%, from $7.21 billion for the prior YTD, mainly due to a lower yield and lower loan PAA, partially offset by the impact of a higher average balance.

• Interest and fees on loans, excluding loan PAA, (1) was $6.58 billion for the current YTD, a decrease of $215 million, from $6.79 billion for the prior YTD .

• Loan PAA was $230 million in the current YTD, a decrease of $185 million, from $415 million for the prior YTD.

◦ Interest expense on borrowings for the current YTD was $1.05 billion, an increase of $37 million or 4%, from $1.01 billion for the prior YTD, primarily due to a higher rate paid and a higher average, reflecting the 2025 Debt Issuances.

◦ Interest income on investment securities (including securities purchased under agreements to resell) for the current YTD was $1.27 billion, an increase of $296 million or 31%, from $970 million for the prior YTD, mainly due to a higher average balance and a higher yield.

◦ Interest expense on interest-bearing deposits for the current YTD was $2.70 billion, a decrease of $209 million or 7%, from $2.91 billion for the prior YTD, as a lower rate paid was partially offset by the impact of a higher average balance.

• NIM for the current YTD was 3.26%, a decrease of 36 bps, from 3.62% for the prior YTD.

The decline in NIM was mainly due to the impacts of lower yields on loans and interest-earning deposits at banks, a mix shift from interest-earning deposits at banks to investment securities, a higher average balance of interest-bearing deposits, lower PAA, and a higher average balance and rate paid on borrowings, partially offset by the impacts of a decline in the rate paid on interest-bearing deposits and a higher average balance of loans.

NIM, excluding PAA, (1) was 3.13% for the current YTD, a decrease of 22 bps, from 3.35% for the prior YTD.

◦ The yield on average interest-earning assets for the current YTD was 5.66%, a decrease of 56 bps, from 6.22% for the prior YTD, mainly due to a decline in yield on loans and interest-earning deposits at banks, as well as lower loan PAA, partially offset by a higher yield on investment securities.

◦ The rate paid on average interest-bearing liabilities for the current YTD was 3.19%, a decrease of 34 bps, from 3.53% for the prior YTD, primarily due to a lower rate paid on interest-bearing deposits, partially offset by the impacts of a higher average balance of interest-bearing deposits, and a higher average balance and rate paid for borrowings as a result of the 2025 Debt Issuances.

(1) Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further information.

◦ Interest income on interest-earning deposits at banks for the current quarter was $196 million, a decrease of $49 million or 20% from $245 million for the prior year quarter, due to a decline in the federal funds rate and a lower average balance.

◦ Interest income on loans and leases for the current quarter was $2.21 billion, a decrease of $30 million or 4% from $2.24 billion for the prior year quarter, mainly due to a lower yield and lower loan PAA, partially offset by the impact of a higher average balance.

• Interest income on loans and leases, excluding loan PAA, (1) was $2.16 billion for the current quarter, an increase of $6 million from $2.15 billion for the prior year quarter .

• Loan PAA was $48 million in the current quarter, a decrease of $36 million or 43% from $84 million in the prior year quarter.

◦ Interest income on investment securities (including securities purchased under agreements to resell) for the current quarter was $384 million, a decrease of $30 million or 7% from $414 million for the prior year quarter, due to a lower average balance and a decline in the yield.

◦ Interest expense on interest-bearing deposits for the current quarter was $833 million, a decrease of $60 million or 7% from $893 million for the prior year quarter, as a lower rate paid was partially offset by the impact of a higher average balance.

◦ Interest expense on borrowings for the current quarter was $332 million, a decrease of $7 million or 2% from $339 million for the prior year quarter, due to a lower average balance, partially offset by a higher rate paid.

• NIM for the current quarter was 3.09%, a decrease of 17 bps from 3.26% for the prior year quarter.

The decline in NIM was mainly due to lower yields on loans, lower average balances and yields on interest-earning deposits at banks and investment securities, lower PAA, a higher average balance of interest-bearing deposits, and a higher rate paid on borrowings, partially offset by the impact of a decline in the rate paid on interest-bearing deposits, a higher average balance of loans, and a lower average balance of borrowings.

NIM, excluding PAA, (1) was 3.01% for the current quarter, a decrease of 11 bps from 3.12% for the prior year quarter.

◦ The yield on average interest-earning assets for the current quarter was 5.30%, a decrease of 38 bps from 5.68% for the prior year quarter, mainly due to a decline in yield on loans and interest-earning deposits at banks, as well as lower loan PAA, partially offset by a higher volume of loans.

◦ The rate paid on average interest-bearing liabilities for the current quarter was 2.93%, a decrease of 29 bps from 3.22% for the prior year quarter, primarily due to a lower rate paid on interest-bearing deposits and a lower average balance of borrowings, partially offset by the impacts of a higher average balance of interest-bearing deposits and a higher rate paid for borrowings.

(1) Refer to the “NII, NIM, and Interest Income on Loans and Leases, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further information.

The following table shows the types of average interest-earning assets as a percentage of total average interest-earning assets.

Average Interest-earning Asset Mix

Three Months Ended Nine Months Ended

September 30, 2025 June 30,

2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Loans and leases 70 % 68 % 68 %

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Total interest-earning assets 100 % 100 % 100 %

The following table shows the types of average interest-bearing liabilities as a percentage of total average interest-bearing liabilities.

The following table shows the average interest-bearing liabilities as a percentage of total average interest-bearing liabilities.

Average Interest-bearing Liability Mix

Three Months Ended Nine Months Ended

September 30, 2025 June 30,

2025 September 30, 2024 September 30, 2025 September 30, 2024

Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Total interest-bearing deposits 78 % 76 % 76 %

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Provision for Credit Losses

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Nine Months Ended Increase (Decrease)

September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Increase (Decrease) from Prior Year Quarter

March 31, 2026 December 31, 2025 March 31, 2025

Provision for loan and lease losses

$ 103 $ 57 $ 148 $ 46 77.4 % (45) (30.2) %

Provision (benefit) for off-balance sheet credit exposure (23) 4 (6) (27) (614) (13) (35) 22 63

(Benefit) provision for off-balance sheet credit exposure (32) (5) 6 (27) (529.3) (38) (636.6)

Provision for other receivables 1 2 — (1) (16.0) 1 100.0

Provision for credit losses $ 72 $ 54 $ 154 $ 18 33.4 % $ (82) (53.4) %

The provision for credit losses for the current quarter was $191 million, an increase of $76 million, from $115 million for the linked quarter .

The current quarter provision for credit losses included a provision for loan and lease losses of $214 million, partially offset by a benefit for off-balance sheet credit exposure of $23 million.

• The provision for loan and lease losses for the current quarter was $214 million, an increase of $103 million, from $111 million for the linked quarter, mainly attributable to an increase in net charge-offs of $115 million, as well as the impact of a $20 million reserve release in the current quarter, compared to a $8 million reserve release in the linked quarter.

◦ The $115 million increase in net charge-offs was mainly due to an $82 million charge-off on a single supply chain finance client in the Commercial Bank segment.

◦ The decrease of $20 million in the ALLL at September 30, 2025, compared to June 30, 2025, primarily reflected 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.

• The benefit for off-balance sheet credit exposure for the current quarter was $23 million compared to a provision for the linked quarter of $4 million, resulting in a decrease in provision of $27 million, largely due to lower available balances.

The provision for credit losses for the current YTD was $460 million, an increase of $184 million, from $276 million for the prior YTD.

The current YTD provision for credit losses included a provision for loan and lease losses of $473 million, partially offset by a benefit for off-balance sheet credit exposure of $13 million.

• The provision for loan and lease losses for the current YTD was $473 million, an increase of $162 million, from $311 million for the prior YTD, mainly attributable to an increase in net charge-offs of $117 million, which included a charge-off of $82 million for a single client as discussed above, and a decline in the ALLL reserve release in the current YTD of $45 million as a result of a $24 million reserve release in the current YTD compared to a $69 million reserve release in the prior YTD.

◦ The decrease of $24 million in the ALLL at September 30, 2025, compared to December 31, 2024, reflected the changes discussed above in the linked quarter comparison, and a modest shift in our weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A, partially offset by the impact of loan growth.

• The benefit for off-balance sheet credit exposure for the current YTD was $13 million, a decrease of $22 million, compared to $35 million for the prior YTD.

The lower benefit of $22 million was mostly due to trends in the volume of unfunded commitments, partially offset by a modest shift in our weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A.

The provision for credit losses for the current quarter was $72 million, an increase of $18 million or 33%, from $54 million for the linked quarter .

• The provision for loan and lease losses for the current quarter was $103 million, an increase of $46 million from $57 million for the linked quarter, mainly attributable to a decrease in net charge-offs of $32 million, as well as the impact of a $8 million reserve release in the current quarter compared to an $86 million reserve release in the linked quarter.

◦ Net charge-offs were $111 million (0.30% of average loans) for the current quarter, compared to $143 million (0.39% of average loans) for the linked quarter.

The $32 million decrease was primarily related to lower net charge-offs in commercial real estate and investor dependent portfolios.

◦ The decrease of $8 million in the ALLL at March 31, 2026 compared to December 31, 2025 primarily reflected 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 $86 million reserve release in the linked quarter was driven by lower specific reserves for individually evaluated loans, loan growth concentrated in capital call lines, and improvements in the macroeconomic scenarios and credit quality.

• The benefit for off-balance sheet credit exposure for the current quarter was $32 million compared to $5 million in the linked quarter.

The $27 million increase in the benefit for off-balance sheet credit exposure was mainly due to changes in the macroeconomic scenarios and trends in the volume of unfunded commitments.

Pr ovision for credit losses for the current quarter was $72 million, a decrease of $82 million or 53% from $154 million for the prior y ear quarter, primarily consisting of the following:

• The provision for loan and lease losses for the current quarter was $103 million compared to $148 million for the prior year quarter.

The $45 million decrease in the provision for loan and lease losses was mainly attributable to lower net charge- offs of $33 million, as well as the impact of an $8 million reserve release in the current quarter compared to a $4 million reserve build in the prior year quarter.

The ALLL and net charge-offs are further discussed in the “Risk Management—Credit Risk” section of this MD&A and in Note 6—Allowance for Loan and Lease Losses.

Noninterest Income

The primary sources of noninterest income consist of rental income on operating lease equipment, lending-related fees, deposit fees and service charges, client investment fees, wealth management services, international fees, factoring commissions, cardholder and merchant services, and insurance commissions.

The following table presents noninterest income:

Noninterest Income

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Nine Months Ended Increase (Decrease)

September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Increase (Decrease) from Prior Year Quarter

March 31, 2026 December 31, 2025 March 31, 2025

Rental income on operating lease equipment $ 281 $ 281 $ 270 $ — — % $ 11 4.0 %

14 unchanged sentences

Total noninterest income $ 692 $ 715 $ 635 $ (23) (3.2) % $ 57 8.9 %

Noninterest income for the current quarter was $699 million, an increase of $21 million or 3%, from $678 million for the linked quarter, primarily due to the following:

• The favorable change of $11 million in the fair value of marketable equity securities was due to higher market prices for the underlying securities.

• The increase in other noninterest income of $9 million was mainly attributable to gains on the sale of other assets.

• The increase of $6 million in client investment fees was mostly due to a higher average balance of client funds.

• The decrease of $5 million in gain on sale of leasing equipment was primarily the result of lower rail equipment sale margin, due to the railcar types sold.

Noninterest income for the current YTD was $2.01 billion, an increase of $96 million or 5%, from $1.92 billion for the prior YTD as further discussed below:

Noninterest income for the current quarter was $692 million, a decrease of $23 million or 3% from $715 million for the linked quarter, primarily due to the following:

• The decrease in other noninterest income of $15 million was mainly attributable to the linked quarter gain on tax credit investments as a large renewable energy project was placed in service.

• The unfavorable change of $9 million in the fair value of marketable equity securities was due to lower market prices for the underlying securities.

• The increase of $7 million in deposit fees and service charges was primarily due to an increase in overdraft fees.

• The increase of $5 million in lending-related fees was primarily due to higher capital market fees, partially offset by a decrease in fees on lines of credit due to lower unused lines.

• The loss on extinguishment of debt for the current and linked quarters relates to prepayments of the Purchase Money Note.

Noninterest income for the current quarter was $692 million, an increase of $57 million or 9% from $635 million for the prior year quarter as further discussed below:

• The increase in other noninterest income of $24 million was mainly attributable to higher derivative income and higher other real estate owned (“OREO”) income due to a write down in the prior year quarter.

• The increase of $12 million in deposit fees and service charges was primarily due to an increase in overdraft fees implemented during the current quarter, as well as higher volume-related service charges for commercial clients.

• The increase in rental income on operating lease equipment of $11 million was mainly the result of growth in the railcar portfolio.

• The increase in lending-related fees of $13 million was mostly in syndication fees.

• The increase in international fees of $13 million reflected higher volumes and commissions on foreign currency exchange transactions.

• The increase in wealth management services of $11 million was due to growth in assets under management.

• The increase in other noninterest income of $9 million was largely due a higher favorable change in the fair value of non-marketable equity securities and customer derivative positions, partially offset by a write-down of a held for sale asset in the current YTD.

• The favorable change of $8 million in the fair value of marketable equity securities was due to higher market prices for the underlying securities.

• The increase of $6 million in gain on sale of leasing equipment was primarily the result of higher volume of rail equipment sales.

Noninterest Expense

Noninterest Expenses

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Nine Months Ended Increase (Decrease)

September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

The following table presents noninterest expense:

Noninterest Expense

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Increase (Decrease) from Prior Year Quarter

March 31, 2026 December 31, 2025 March 31, 2025

Depreciation on operating lease equipment $ 101 $ 102 $ 98 $ (1) (0.5) % $ 3 2.3 %

12 unchanged sentences

Noninterest expense for the current quarter was $1.54 billion, a decrease of $36 million or 2% from $1.57 billion for the linked quarter as further discussed below:

• The decrease in other noninterest expense of $20 million was mainly due to the linked quarter including accruals for $15 million resulting from a vendor dispute and an increase in litigation reserves.

• The decrease in acquisition-related expenses of $10 million is summarized in Table 13 below.

• The increase in maintenance and other operating lease expenses of $12 million is discussed in the “Results by Segment—Rail” section of this MD&A.

• The increase in personnel cost of $7 million was due to an additional payroll day and net staff additions partially offset by a decline in temporary contractor costs.

• The increase in equipment expense of $6 million was mainly due to higher software-related costs.

Noninterest expense for the current YTD was $4.48 billion, an increase of $266 million or 6%, from $4.22 billion for the prior YTD as further discussed below:

• The increase in personnel cost of $168 million was mainly due to net staff additions, annual merit increases, and promotions.

• The increase in marketing expense of $45 million was primarily due to marketing for Direct Bank deposits.

• The increase in equipment expense of $36 million was mostly due to higher software-related costs, including accelerated depreciation.

• The increase in other noninterest expense of $30 million was largely due to the linked quarter accruals of $15 million discussed above.

• The increase of $20 million in third-party processing fees was due to higher transaction volume and additional services.

• The increase of $16 million in maintenance and other operating lease expenses are discussed in the “Results by Segment—Rail” section of this MD&A.

• The decrease in acquisition-related expenses of $40 million is summarized in Table 13 below.

• The decrease of $10 million in professional fees was due to lower consulting services and legal fees.

• The decrease in acquisition-related expenses of $28 million is summarized in Table 11 and discussed below.

• The decrease in other noninterest expense of $16 million was mainly due to timing of charitable contributions.

• The decrease in marketing expense of $15 million was primarily related to fewer marketing promotions for Direct Bank deposits, as costs are contingent on the timing of our marketing initiatives.

• The decrease in professional fees of $10 million was mostly due to lower consulting service costs.

• The increase in personnel cost of $20 million was largely due to seasonal increases in employee benefits and payroll taxes, partially offset by lower life and health insurance premiums, which are generally higher in the fourth quarter due to employees reaching their annual deductibles.

• The increase in FDIC insurance expense of $11 million was primarily due to the linked quarter including a reversal of a previously accrued $11 million special assessment charge.

• The increase of $18 million in third party processing fees was largely offset by a decrease of $15 million in equipment expense as technology platforms shift to cloud computing.

Noninterest expense for the current quarter was $1.54 billion, an increase of $43 million or 3% from $1.49 billion for the prior year quarter as further discussed below:

• The increase in personnel cost of $51 million was mainly due to higher salaries, reflecting net staff additions and higher merit and promotion costs, in addition to higher employee benefit costs.

• The increase in third-party processing fees of $30 million was largely due to our transition to more cloud-based computing services.

• The increase of $7 million in maintenance and other operating lease expenses reflect timing and the number of railcars coming on or off lease as well as asset condition.

Refer to the “Results by Segment—Rail” section of this MD&A for further information.

• The decrease in acquisition-related expenses of $37 million is summarized in Table 11 and discussed below.

• The decrease in other noninterest expense of $8 million was mainly due to the prior year quarter including capitalized software impairment and higher charitable contributions, partially offset by higher operating costs for foreclosed and repossessed assets in the current quarter.

Acquisition-related Expenses

dollars in millions Three Months Ended Nine Months Ended

September 30, 2025 June 30,

2025 September 30, 2024 September 30, 2025 September 30, 2024

dollars in millions Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Personnel cost $ 1 $ 15 $ 15

2 unchanged sentences

Total acquisition-related expense $ 5 $ 33 $ 42

The current quarter acquisition-related expenses relate to the pending BMO Branch Acquisition.

Acquisition-related expenses for the linked and prior year quarters include costs related to previous acquisitions.

Acquisition-related personnel cost primarily includes severance and retention costs for employees associated with business combinations.

3 unchanged sentences

Income Tax Data

dollars in millions Three Months Ended Nine Months Ended

September 30, 2025 June 30,

2025 September 30, 2024 September 30, 2025 September 30, 2024

dollars in millions Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Income before income taxes $ 705 $ 811 $ 651

1 unchanged sentence

Effective income tax rate 24.3 % 28.4 % 25.8 %

The ETR was 24.4% for the current quarter compared to 24.1% for the linked quarter.

The modestly higher ETR for the current quarter was mostly due to the revaluation of the deferred tax liability as a result of a change in state law enacted in the linked quarter.

The ETR was 24.7% for the current YTD compared to 27.3% for the prior YTD.

The decrease for the current YTD ETR compared to the prior YTD was primarily due to increased tax credits and a reduction in the state and local income tax rate.

The ETR is impacted by a number of factors, including the relative mix of domestic and international earnings, effects of changes in enacted tax laws, adjustments to valuation allowances, and discrete items.

The effective income tax rate (“ETR”) was 24.3% for the current quarter compared to 28.4% for the linked quarter and 25.8% for the prior year quarter.

The higher tax expense and ETR for the linked quarter was primarily driven by the return to provision adjustments reflected therein.

The decrease in the ETR compared to the prior year quarter was primarily due to a reduction in the state and local income tax rate and an increase in the benefit from tax credits.

The ETR is impacted by a number of factors, including the relative mix of domestic, state, and international earnings, effects of changes in enacted tax laws, adjustments to valuation allowances, and discrete items.

The ETR in future periods may vary from the current quarter ETR due to changes in these factors.

2 unchanged sentences

Refer to Note 16—Income Taxes for additional information.

Refer to the “Executive Overview—Recent Events” for a brief discussion on tax reform legislation enacted on July 4, 2025.

RESULTS BY SEGMENT

We made changes to the composition of our reportable segments during the first quarter of 2025 as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation and briefly summarized in the “Recent Events” section earlier in this MD&A.

Segment disclosures for 2024 periods included in this Form 10-Q were recast to reflect the 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.

Under our segment expense allocation methodology, allocated expenses increase noninterest expense of the applicable segment(s), with an offsetting decrease to Corporate noninterest expense.

“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.

Refer to Note 18—Segment Information for descriptions of segment products and services.

1 unchanged sentence

Financial Data

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Nine Months Ended Increase (Decrease)

Earnings Summary September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Increase (Decrease) from Prior Year Quarter

Earnings Summary March 31, 2026 December 31, 2025 March 31, 2025

Net interest income $ 813 $ 841 $ 788 $ (28) (3.4) % $ 25 3.2 %

8 unchanged sentences

Net income $ 278 $ 308 $ 253 $ (30) (10.0) $ 25 10.0

Pre-provision net revenue (“PPNR”) (1)

$ 430 $ 408 $ 356 $ 22 5 % $ 1,225 $ 1,038 $ 187 18 %

Select Period End Balances

1 unchanged sentence

Deposits 75,914 74,796 74,309 1,118 1.5 1,605 2.2

(1) PPNR is a non-GAAP measure.

Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

General Bank segment net income for the current quarter increased $26 million compared to the linked quarter, primarily due to higher NII and lower provision for credit losses .

• The $22 million increase in NII was largely due to a lower rate paid on interest-bearing deposits, along with a higher loan yield, and the impact of loan growth.

• The $12 million decrease in provision for credit losses reflected a reserve release, largely in residential mortgage and credit card loans.

General Bank segment loans were $65.23 billion at September 30, 2025, an increase of $238 million compared to $64.99 billion at June 30, 2025, as growth was spread amongst various portfolios.

General Bank segment deposits were $74.60 billion at September 30, 2025, an increase of $1.10 billion compared to $73.50 billion at June 30, 2025, as growth was primarily concentrated in our Branch Network and Wealth.

Deposit growth was in money market and noninterest-bearing checking, partially offset by lower time deposits.

General Bank segment net income for the current YTD increased $212 million compared to the prior YTD, primarily due to higher NII, lower provision for credit losses, and higher noninterest income, partially offset by increases in personnel cost and all other noninterest expense.

• The $284 million increase in NII was mainly due to a lower rate paid on interest-bearing deposits, as well as the impact of loan growth , partially offset by the impact of deposit growth.

• The $53 million decrease in provision for credit losses reflects the ALLL build during the prior YTD, the elimination of reserves related to Hurricane Helene in the current YTD, and the modest shift in our weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A.

• The $48 million increase in total noninterest income was mostly due to increases in wealth management services, deposit fees and service charges, and cardholder services.

• The $112 million increase in all other noninterest expense was spread amongst various accounts, including allocated expenses.

Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

• The $33 million increase in personnel cost was mainly due to annual merit increases and promotions.

General Bank segment net income for the current quarter decreased $30 million from the linked quarter, primarily due to a $28 million decrease in NII, mainly due to the impact of growth in interest-bearing deposits.

General Bank segment deposits were $75.91 billion at March 31, 2026, compared to $74.80 billion at December 31, 2025.

Deposit growth of $1.12 billion was mostly concentrated in our Branch Network and CAB.

General Bank segment loans were $64.37 billion at March 31, 2026, a decrease of $591 million compared to $64.96 billion at December 31, 2025, primarily due to a transfer of $364 million of SBA loans to held for sale in March 2026.

General Bank segment net income for the current quarter increased $25 million compared to the prior year quarter, primarily due to lower provision for credit losses, higher NII, and higher noninterest income, partially offset by higher noninterest expense.

• The $29 million decrease in provision for credit losses was largely due to the impact of a reserve release in the current quarter compared to a reserve build in the prior year quarter.

• The $25 million increase in NII was largely due to a decline in the rates paid on interest-bearing deposits.

• The $8 million increase in total noninterest income was mostly due to higher deposit fees and service charges, including overdraft fees.

• The $35 million increase in total noninterest expense was mainly due to a $30 million increase in all other noninterest expense, which includes allocated expenses.

Commercial Bank

1 unchanged sentence

Financial Data

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Nine Months Ended Increase (Decrease)

Earnings Summary September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Increase (Decrease) from Prior Year Quarter

Earnings Summary March 31, 2026 December 31, 2025 March 31, 2025

Net interest income $ 802 $ 834 $ 786 $ (32) (3.9) % $ 16 2.0 %

1 unchanged sentence

Rental income on operating lease equipment 55 55 56 — — (1) (1.2)

depreciation on operating lease equipment 43 44 47 (1) (2) 131 141 (10) (6)

Net rental income on operating lease equipment (1)

11 10 10 1 10 33 31 2 6

All other noninterest income 230 241 201 (11) (5.0) 29 14.6

Total noninterest income 285 296 257 (11) (3.9) 28 11.2

155 152 136 3 3 432 411 21 5

Noninterest income, net of depreciation (1)

112 108 89 4 4 301 270 31 11

Total revenue 1,087 1,130 1,043 (43) (3.9) 44 4.3

Revenue, net of depreciation (1)

415 407 394 8 2 1,196 1,186 10 1

Noninterest Expense

Personnel cost 199 180 190 19 10.2 9 4.6

Depreciation on operating lease equipment 43 44 44 (1) (1.2) (1) (2.1)

All other noninterest expense 404 432 420 (28) (6.8) (16) (3.5)

Total noninterest expense 646 656 654 (10) (1.7) (8) (1.1)

266 267 265 (1) (1) 808 771 37 5

Noninterest expense, net of depreciation (1)

223 223 218 — — 677 630 47 7

Provision for credit losses 55 37 108 18 48.3 (53) (49.2)

2 unchanged sentences

Net income $ 291 $ 335 $ 209 $ (44) (13.4) $ 82 39.8

$ 192 $ 184 $ 176 $ 8 5 % $ 519 $ 556 $ (37) (7) %

Select Period End Balances

2 unchanged sentences

Deposits 47,191 41,532 40,014 5,659 13.6 7,177 17.9

(1) Net rental income on operating lease equipment;

noninterest income, net of depreciation;

revenue, net of depreciation;

noninterest expense, net of depreciation;

and PPNR are non-GAAP measures.

Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

(2) Total noninterest income includes rental income on operating lease equipment and all other noninterest income.

(3) Total noninterest expense includes depreciation on operating lease equipment.

Commercial Bank segment net income for the current quarter decreased $84 million compared to the linked quarter, mostly due to a higher provision for credit losses.

• The $121 million increase in provision for credit losses was mainly due to higher net charge-offs compared to the linked quarter, including an $82 million charge-off on a single supply chain finance client.

• The $29 million decrease in income tax expense reflected lower income before income taxes.

Commercial Bank segment loans were $38.84 billion at September 30, 2025, an increase of $150 million compared to $38.69 billion at June 30, 2025, primarily due to growth in the Working Capital Solutions portfolio, partially offset by a decline in Real Estate Finance.

Commercial Bank segment deposits were $2.98 billion at September 30, 2025, an increase of $79 million from $2.90 billion at June 30, 2025.

Commercial Bank segment net income for the current YTD decreased $196 million compared to the prior YTD, primarily due to a higher provision for credit losses, higher noninterest expense, and lower NII, partially offset by higher noninterest income and lower income tax expense.

• The $230 million increase in provision for credit losses was mainly due to higher net charge-offs in the current YTD, the impact of loan growth, and a higher reserve release in the prior YTD, partially offset by the modest shift in our

weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A.

• The $37 million increase in all other noninterest expense was spread amongst various accounts, including allocated expenses.

Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

• The $21 million decrease in NII was mostly due to a lower loan yield, partially offset by the impact of loan growth and lower deposit costs.

• The $21 million increase in total noninterest income is largely due to lending fees, including capital markets fees, partially offset by lower rental income on operating lease equipment.

• The $71 million decrease in income tax expense reflected lower income before income taxes.

SVB Commercial

SVB Commercial:

Financial Data

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Nine Months Ended Increase (Decrease)

Earnings Summary September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Net interest income $ 493 $ 490 $ 560 $ 3 1 % $ 1,476 $ 1,636 $ (160) (10) %

Total noninterest income 135 130 137 5 3 397 405 (8) (2)

Total revenue 628 620 697 8 1 1,873 2,041 (168) (8)

Personnel cost 106 110 112 (4) (3) 330 354 (24) (7)

All other noninterest expense 267 272 272 (5) (2) 804 765 39 5

Total noninterest expense 373 382 384 (9) (2) 1,134 1,119 15 1

Provision for credit losses 22 55 51 (33) (62) 100 93 7 7

Income before income taxes 233 183 262 50 28 639 829 (190) (23)

Income tax expense 58 47 75 11 26 162 235 (73) (31)

Net income $ 175 $ 136 $ 187 $ 39 28 % $ 477 $ 594 $ (117) (20) %

Adjusted Rental Income on Operating Lease Equipment (non-GAAP)

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Increase (Decrease) from Prior Year Quarter

March 31, 2026 December 31, 2025 March 31, 2025

Rental income on operating leases (GAAP) $ 55 $ 55 $ 56 $ — — % $ (1) (1.2) %

depreciation on operating lease equipment 43 44 44 (1) (1.2) (1) (2.1)

Adjusted rental income on operating lease equipment (non-GAAP) (1)

$ 12 $ 11 $ 12 $ 1 9.1 $ — —

Select Period End Balances

Loans and leases $ 40,629 $ 37,529 $ 37,098 $ 3,100 8 % $ 40,629 $ 37,098 $ 3,531 10 %

Deposits 39,891 37,798 35,844 2,093 6 39,891 35,844 4,047 11

(1) PPNR is a non-GAAP measure.

(1) Adjusted rental income on operating lease equipment is a non-GAAP measure.

Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

SVB Commercial segment net income for the current quarter increased $39 million compared to the linked quarter, mainly due to a lower provision for credit losses, higher noninterest income, and lower noninterest expense, partially offset by higher income tax expense.

• The $33 million decrease in provision for credit losses was largely due to a reserve release related to both off-balance sheet credit exposures and loans and leases, as well as lower specific reserves for individually evaluated investor dependent loans.

• The $5 million increase in total noninterest income was primarily in client investment fees.

• The $5 million decrease in all other noninterest expense was spread amongst various accounts, including allocated expenses.

Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

• The $11 million increase in income tax expense reflected the increase in income before income taxes.

SVB Commercial segment loans were $40.63 billion at September 30, 2025, an increase of $3.10 billion compared to $37.53 billion at June 30, 2025, primarily related to growth in Global Fund Banking.

SVB Commercial segment deposits were $39.89 billion at September 30, 2025, an increase of $2.09 billion compared to $37.80 billion at June 30, 2025, mainly due to deposit growth in Global Fund Banking.

Most of the growth was in noninterest-bearing checking accounts.

SVB Commercial segment net income for the current YTD decreased $117 million compared to the prior YTD, mainly due to lower NII, higher total noninterest expense, lower noninterest income, and higher provision for credit losses, partially offset by lower income tax expense .

• The $160 million decrease in NII was largely due to a lower loan yield, partially offset by a lower rate paid on interest-bearing deposits, as well as the impact of loan growth.

• The $39 million increase in all other noninterest expense was spread amongst various accounts, including allocated expenses.

Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

• The $8 million decrease in noninterest income was mainly in lending-related fees and cardholder services, partially offset by higher international fees, reflecting higher volumes and commissions on foreign currency exchange transactions, and client investment fees, due to a higher average balance of client funds.

• The $7 million increase in provision for credit losses primarily reflected an increase in net charge-offs, partially offset by a modest shift in our weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A.

• The $73 million decrease in income tax expense reflected the decrease in income before income taxes.

Commercial Bank segment net income for the current quarter decreased $44 million compared to the linked quarter, primarily due to lower NII, higher provision for credit losses, and lower noninterest income, partially offset by lower noninterest expense.

• The $32 million decrease in NII was mostly due to a lower yield on loans and the impact of growth in interest-bearing deposits, partially offset by the impact of loan growth and a lower rate paid on interest-bearing deposits.

• The $18 million increase in provision for credit losses was largely due to higher reserves for individually evaluated loans.

• The $11 million decrease in total noninterest income was largely attributable to a lower gain on renewable energy tax credit investments, as a large project was placed in service during the linked quarter, and decreases in the gain on sale of leasing equipment and factoring commissions, partially offset by higher lending-related fees.

• The $10 million decrease in total noninterest expense mainly included a $28 million decrease in all other noninterest expense, which includes allocated expenses, partially offset by an increase of $19 million in personnel cost.

Commercial Bank segment loans were $84.26 billion at March 31, 2026, an increase of $1.35 billion from $82.91 billion at December 31, 2025, mainly concentrated in Global Fund Banking.

Commercial Bank deposits were $47.19 billion at March 31, 2026, an increase of $5.66 billion from $41.53 billion at December 31, 2025.

Deposit growth was primarily in Global Fund Banking and Technology and Healthcare Banking.

Commercial Bank segment net income for the current quarter increased $82 million compared to the prior year quarter, primarily due to lower provision for credit losses, higher noninterest income, higher NII, and lower noninterest expense.

• The $53 million decrease in provision for credit losses was largely due to lower net charge-offs.

• The $28 million increase in total noninterest income was largely due to the prior year quarter including a write-down of a held for sale asset.

Additionally, the current quarter reflected increases in lending-related fees and derivative income.

• The $16 million increase in NII was largely due to the impact of loan growth and a lower rate paid on interest-bearing deposits, partially offset by a lower yield on loans and the impact of deposit growth.

• The $8 million decrease in total noninterest expense was mainly due to a $16 million decrease in all other noninterest expense, which includes allocated expenses, partially offset by an increase of $9 million in personnel cost.

Financial Data

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Nine Months Ended Increase (Decrease)

Earnings Summary September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Increase (Decrease) from Prior Year Quarter

Earnings Summary March 31, 2026 December 31, 2025 March 31, 2025

Net interest income (expense) $ (58) $ (53) $ (52) $ (5) (9.1) % $ (6) (11.9) %

1 unchanged sentence

Rental income on operating lease equipment 226 226 214 — — 12 5.4

depreciation on operating lease equipment 55 56 52 (1) 1 165 152 13 8

maintenance and other operating lease expenses 67 55 59 12 20 180 164 16 10

Net rental income on operating lease equipment (1)

97 107 94 (10) (9) 306 288 18 6

All other noninterest income 9 9 2 — — 7 325.3

Total noninterest income 235 235 216 — — 19 8.6

221 221 207 — — 658 612 46 7

Noninterest income, net of depreciation and maintenance (1)

99 110 96 (11) (10) 313 296 17 6

Total revenue 177 182 164 (5) (2.5) 13 7.6

Revenue, net of depreciation and maintenance (1)

44 57 48 (13) (23) 153 160 (7) (4)

Noninterest Expense

Personnel cost 8 6 8 2 21.7 — —

Depreciation on operating lease equipment 58 58 54 — — 4 5.8

Maintenance and other operating lease expenses 65 64 58 1 1.4 7 12.7

All other noninterest expense 17 16 14 1 10.8 3 13.1

Total noninterest expense 148 144 134 4 2.7 14 9.2

144 143 131 1 1 421 379 42 11

Noninterest expense, net of depreciation and maintenance (1)

22 32 20 (10) (31) 76 63 13 21

Provision for credit losses — — — — — — — — —

Income before income taxes 29 38 30 (9) (21.6) (1) (1.3)

1 unchanged sentence

Net income $ 22 $ 29 $ 22 $ (7) (23.3) % $ — —

$ 22 $ 25 $ 28 $ (3) (12) % $ 77 $ 97 $ (20) (21) %

Select Period End Balances

2 unchanged sentences

Deposits 2 2 12 — — (10) (80.5)

(1) Net rental income on operating lease equipment;

noninterest income, net of depreciation and maintenance;

noninterest expense, net of depreciation and maintenance;

revenue, net of depreciation and maintenance;

and PPNR are non-GAAP measures.

Adjusted Rental Income on Operating Lease Equipment (non-GAAP)

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Increase (Decrease) from Prior Year Quarter

March 31, 2026 December 31, 2025 March 31, 2025

Rental income on operating leases (GAAP) $ 226 $ 226 $ 214 $ — — % $ 12 5.4 %

depreciation on operating lease equipment 58 58 54 — — 4 5.8

maintenance and other operating lease expenses 65 64 58 1 1.4 7 12.7

Adjusted rental income on operating lease equipment (non-GAAP) (1)

$ 103 $ 104 $ 102 $ (1) (1.0) $ 1 1.0

(1) Adjusted rental income on operating lease equipment is a non-GAAP measure.

Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

(2) Total noninterest income includes rental income on operating lease equipment and all other noninterest income.

(3) Total noninterest expense includes depreciation on operating lease equipment.

Rail segment net income for the current quarter decreased $2 million compared to the linked quarter, mostly due to higher maintenance and other operating lease expenses, partially offset by lower all other noninterest expense, largely due to the linked quarter including an accrual for the previously discussed vendor dispute.

Rail segment net income for the current YTD decreased $12 million compared to the prior YTD, mostly due to lower NII and higher total noninterest expense, partially offset by higher rental income on operating lease equipment.

• The $24 million decrease in NII was primarily due to higher funding costs, reflective of the increase in operating lease equipment.

• The $13 million increase in all other noninterest expense was primarily due to the previously mentioned vendor dispute.

Rail segment net income for the current quarter decreased $7 million compared to the linked quarter, mostly due to higher net interest expense of $5 million, largely a result of higher funding costs and an increase in operating lease equipment.

Rail segment net income for the current quarter was unchanged compared to the prior year quarter, as higher rental income on operating lease equipment and other noninterest income was offset by higher total noninterest expense and higher net interest expense.

• The $12 million increase in rental income on operating lease equipment reflected portfolio growth and strong repricing.

• The $7 million increase in all other noninterest income reflects higher gains on sales of operating lease equipment.

• The $6 million increase in net interest expense was primarily due to higher funding costs and an increase in operating lease equipment.

• Depreciation on operating lease equipment increased $4 million, reflective of growth in operating lease equipment, and maintenance and other operating lease expenses increased $7 million.

• The $47 million increase in rental income on operating lease equipment reflected higher rental income on portfolio growth and strong repricing.

• The $8 million decrease in income tax expense reflected the decrease in income before income taxes.

Maintenance and other operating lease expenses tend to be variable due to timing and the number of railcars coming on or off lease as well as asset condition.

Railcar Portfolio

Our fleet is diverse and the average re-pricing of equipment upon lease maturities was 118% of the average prior or expiring lease rate during the current quarter.

Railcar utilization, including commitments to lease, was 96.8% at September 30, 2025, compared to 97.6% at December 31, 2024.

Railcar utilization, including commitments to lease, was 96.2% at both March 31, 2026 and December 31, 2025.

Rail segment customers include all of the U.S.

and Canadian Class I railroads (i.e., railroads with annual revenues of approximately $500 million and greater) and other railroads, as well as manufacturers and commodity shippers.

Our total operating lease fleet at September 30, 2025 consisted of approximately 127,600 railcars and locomotives.

Our total operating lease fleet at March 31, 2026 consisted of 128,580 railcars and locomotives.

The following tables reflect the proportion of railcars by type based on units and net investment, and rail operating lease equipment by obligor industry:

Operating Lease Railcar Portfolio by Type (units and net investment)

September 30, 2025 June 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Railcar Type Total Owned

4 unchanged sentences

Fleet - % Total

Net Investment Total Owned

Fleet - % Total Units Total Owned

Fleet - % Total

Net Investment

2 unchanged sentences

Mill/ coil gondolas 8 6 8 6

Coal 7 1 7 1 7 1

Boxcars 5 5 5 5

2 unchanged sentences

Rail Operating Lease Equipment by Obligor Industry

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

dollars in millions March 31, 2026 December 31, 2025

Manufacturing $ 3,908 44 % $ 3,782 43 %

6 unchanged sentences

Financial Data

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Nine Months Ended Increase (Decrease)

Earnings Summary September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

dollars in millions Three Months Ended Increase (Decrease) from Linked Quarter Increase (Decrease) from Prior Year Quarter

Earnings Summary March 31, 2026 December 31, 2025 March 31, 2025

Net interest income $ 64 $ 100 $ 141 $ (36) (35.5) % $ (77) (54.3) %

4 unchanged sentences

All other noninterest expense (1)

(310) (317) (312) 7 2.4 2 (0.8)

Total noninterest expense 142 168 140 (26) (15.0) 2 2.0

Provision for credit losses — — — — — — —

Income before income taxes 43 18 117 25 146 60 519 (459) (88)

Income tax expense (benefit) 5 (6) 11 11 176 (1) 120 (121) (101)

Net income $ 38 $ 24 $ 106 $ 14 60 % $ 61 $ 399 $ (338) (85) %

$ 43 $ 18 $ 117 $ 25 145 % $ 60 $ 519 $ (459) (88) %

Loss before income taxes (78) (54) (1) (24) (43.1) (77) NM

Income tax (benefit) expense (21) 38 — (59) (151.7) (21) NM

Net loss $ (57) $ (92) $ (1) $ 35 38.2 % $ (56) NM

Select Period End Balances

Deposits 47,735 45,248 44,990 2,487 5.5 % 2,745 6.1 %

(1) PPNR is a non-GAAP measure.

Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

Corporate net income increased $14 million compared to the linked quarter, mainly due to higher NII and noninterest income, as well as lower acquisition-related costs, partially offset by higher income tax expense.

• The $12 million increase in NII reflected higher interest income on investment securities and interest-earning deposits at banks, partially offset by higher interest expense on deposits, and lower loan PAA.

• The $11 million increase in noninterest income was largely due to favorable changes in the fair value of marketable equity securities.

• The $10 million decrease in acquisition-related expenses is presented in Table 13 in the “Noninterest Expense” section of this MD&A.

• The $11 million increase in income tax expense reflected higher income before income taxes.

Corporate deposits were $45.72 billion at September 30, 2025, a decrease of $13 million compared to $45.74 billion at June 30, 2025, as a modest increase in Direct Bank deposits was offset by a decline in other deposits.

Total deposits in Corporate primarily include $45.15 billion of Direct Bank deposits, with the remaining balance consisting of brokered and other deposits.

Corporate net income for the current YTD decreased $338 million compared to the prior YTD, primarily reflecting lower NII and higher personnel cost, partially offset by lower all other noninterest expense, acquisition-related expenses and income tax expense.

• The $421 million decrease in NII was mainly due to the impacts of a lower average balance of interest-earning deposits at banks, a higher average balance of interest-bearing deposits, and lower loan PAA, partially offset by the impacts of a higher average balance of investment securities and a lower rate paid on interest-bearing deposits.

• The $149 million increase in personnel cost was mainly due to annual merit increases and promotions, as well as net staff additions.

• The $82 million decrease in all other noninterest expense was spread amongst various accounts, including allocated expenses.

Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

• The $40 million decrease in acquisition-related expenses is presented in Table 13 in the “Noninterest Expense” section of this MD&A.

• The $121 million decrease in income tax expense reflected lower income before income taxes.

(1) Under our segment expense allocation methodology, allocated expenses increase noninterest expense of the applicable segment(s), with an offsetting decrease to Corporate noninterest expense.

“All other noninterest expense” in the Corporate table above includes the effect of allocated expenses, resulting in a reduction to expense (i.e., contra expense).

The Corporate loss before income taxes for the current quarter increased $24 million compared to the linked quarter, mainly due to the following:

• NII decreased $36 million mainly due to the impacts of lower average balances and yields on interest-earning deposits at banks and investment securities, a higher average balance of interest-bearing deposits, and lower loan PAA, partially offset by the impacts of a lower rate paid on interest-bearing deposits and a lower average balance of borrowings, mainly due to prepayments of the Purchase Money Note.

• Acquisition-related expenses decreased $28 million as presented in Table 11 and further discussed in the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A.

• The $14 million decrease in total noninterest income was largely due to the unfavorable change in the fair value of marketable equity securities due to lower market prices for the underlying securities.

Corporate deposits were $47.74 billion at March 31, 2026, an increase of $2.49 billion compared to $45.25 billion at December 31, 2025, as brokered and Direct Bank deposits increased $1.83 billion and $606 million, respectively.

At March 31, 2026, Corporate deposits primarily included $45.41 billion of Direct Bank deposits, the vast majority of which are savings, and $1.83 billion of brokered deposits, which are further discussed in the Funding, Liquidity and Capital section of this MD&A.

The Corporate loss before income taxes for the current quarter increased $77 million compared to the prior year quarter, primarily reflecting lower NII, which declined $77 million mainly due to the impacts of lower average balances and yields on interest-earning deposits at banks and investment securities, a higher average balance of interest-bearing deposits, and lower loan PAA, partially offset by the impacts of a lower rate paid on interest-bearing deposits and a lower average balance of borrowings, mainly due to prepayments of the Purchase Money Note.

BALANCE SHEET ANALYSIS

8 unchanged sentences

Interest-earning deposits at banks are primarily comprised of interest-earning deposits at the FRB.

Interest-earning deposits at banks as of September 30, 2025 totaled $24.80 billion, an increase of $3.43 billion or 16% from $21.36 billion at December 31, 2024.

The increase from December 31, 2024 reflected deposit growth and net increases in debt, partially offset by the impacts of Class A common share repurchases, loan growth, and net purchases of investment securities.

Interest-earning deposits at banks as of March 31, 2026 totaled $23.19 billion, an increase of $3.39 billion or 17% from $19.80 billion at December 31, 2025.

The increase from December 31, 2025 is a function of the balance sheet trends discussed above in “Executive Overview—Financial Performance Summary—Balance Sheet Highlights.”

Securities Purchased Under Agreements to Resell

Securities purchased under agreements to resell at September 30, 2025 totaled $83 million, a decrease of $75 million from $158 million at December 31, 2024.

Securities purchased under agreements to resell at March 31, 2026 totaled $223 million, a decrease of $9 million from $232 million at December 31, 2025.

Investment Securities

1 unchanged sentence

Other objectives include acting as a stable source of liquidity, serving as a tool for asset and liability management and maintaining an interest rate risk profile compatible with our objectives.

Additionally, purchases of equities and corporate bonds in other financial institutions have been made under a long-term earnings optimization strategy.

Changes in the total balance of our investment securities portfolio result from trends in balance sheet funding and market performance.

1 unchanged sentence

Conversely, when loan demand exceeds growth in deposits and short-term borrowings, we allow interest-earning deposits at banks to decline and use proceeds from maturing securities and prepayments to fund loan growth.

Refer to Note 3—Investment Securities and “Funding, Liquidity and Capital Overview” in the “Executive Overview” section of this MD&A for additional disclosures regarding investment securities.

The carrying value of investment securities at September 30, 2025 totaled $45.12 billion, an increase of $1.03 billion or 2% from $44.09 billion at December 31, 2024.

The increase from December 31, 2024 resulted from purchases of $7.87 billion, which were primarily U.S agency residential mortgage-backed and short-duration U.S.

Treasury investment securities partially offset by maturities, sales, and payments of $7.60 billion, and non-cash items, such as fair value changes for investment securities available for sale and marketable equity securities, along with amortization and accretion.

Also refer to Note 3—Investment Securities and “Funding, Liquidity and Capital Overview” in the “Executive Overview” section of this MD&A for additional disclosures regarding investment securities.

The carrying value of investment securities at March 31, 2026 totaled $42.99 billion, an increase of $1.42 billion or 3% from $41.56 billion at December 31, 2025.

The increase mainly resulted from purchases of $2.89 billion, which were primarily short duration available for sale U.S.

treasury and agency mortgage-backed securities, partially offset by maturities, sales, and prepayments totaling $1.33 billion.

Our portfolio of investment securities available for sale consists of mortgage-backed securities issued by government agencies and government sponsored entities, U.S.

1 unchanged sentence

Investment securities available for sale are reported at fair value and unrealized gains and losses are included as a component of accumulated other comprehensive income (“AOCI”), net of deferred taxes.

As of September 30, 2025, investment securities available for sale had a net pretax unrealized loss of $224 million, compared to $762 million as of December 31, 2024, primarily reflecting changes in interest rates and maturities.

As of March 31, 2026, investment securities available for sale had a pretax net unrealized loss of $349 million, compared to $162 million as of December 31, 2025, primarily reflecting changes in interest rates.

The fair value of investment securities is impacted by interest rates, credit spreads, market volatility and liquidity conditions.

The fair value of the investment securities portfolio generally increases when interest rates decrease or when credit spreads tighten.

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, no allowance for credit loss was required as of September 30, 2025.

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.

We determined no allowance for credit loss was required as of September 30, 2025.

Our portfolio of investment securities held to maturity consists of similar mortgage-backed securities, U.S.

Treasury securities and government agency securities described above, as well as securities issued by the Supranational Entities & Multilateral Development Banks and FDIC guaranteed certificates of deposit with other financial institutions.

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, we determined that no allowance for credit loss was required for investment securities held to maturity at September 30, 2025.

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

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

The following table presents the investment securities portfolio, segregated by major category:

Investment Securities

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

dollars in millions March 31, 2026 December 31, 2025

Amortized Cost Fair Value

Composition (1)

Amortized Cost Fair

Composition (1)

Amortized Cost Fair Value

19 unchanged sentences

(1) Calculated as a percentage of the total fair value of investment securities.

The following table presents the weighted average yields for investment securities available for sale and held to maturity at September 30, 2025, segregated by major category with ranges of contractual maturities.

The weighted average yields represent the yields of the underlying securities as of the specified date, September 30, 2025, within the specified maturity range.

The following table presents the weighted average yields for investment securities available for sale and held to maturity at March 31, 2026, segregated by major category with ranges of contractual maturities.

The weighted average yields represent the yields of the underlying securities as of the specified date, March 31, 2026, within the specified maturity range.

The weighted average yield on the portfolio was calculated using security-level annualized yields based on book yield to maturity and takes into account amortization of premiums and accretion of discounts.

1 unchanged sentence

Weighted Average Yield on Investment Securities

September 30, 2025

March 31, 2026

Within One Year One to Five Years Five to 10 Years After 10 Years Total

19 unchanged sentences

Total investment securities held to maturity 1.42 % 1.62 % 1.26 % 2.67 % 2.39 %

(1) Residential mortgage-backed and commercial mortgage-backed securities, which are not due at a single maturity date, have been included in maturity groupings based on the contractual maturity at September 30, 2025.

The expected life will differ from contractual maturities because borrowers have the right to prepay the underlying loans.

Assets Held for Sale

Assets held for sale at September 30, 2025 were $112 million, an increase of $27 million or 32% from $85 million at December 31, 2024.

Assets held for sale at March 31, 2026 were $1.12 billion, an increase of $318 million from $804 million at December 31, 2025.

The composition of assets held for sale is included in the following table:

Assets Held for Sale

Increase (Decrease) from:

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

dollars in millions March 31, 2026 December 31, 2025 Increase (Decrease)

Loans and leases:

Commercial (1)

$ 30 $ 40 $ 27 $ (10) (25) % $ 3 11 %

$ 385 $ 18 $ 367 NM

Consumer 733 781 (48) (6.1) %

2 unchanged sentences

Total assets held for sale $ 1,122 $ 804 $ 318 39.5 %

(1) There were no nonaccrual loans held for sale at September 30, 2025 and December 31, 2024, and $22 million as of June 30, 2025.

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

NM - resulting % not meaningful.

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.

Loans and Leases

The loan and lease disclosures for 2024 periods presented in this Form 10-Q were recast to reflect the 2025 Loan Class Changes summarized in the “Recent Events” section of this MD&A and further discussed in Note 1—Significant Accounting Policies and Basis of Presentation.

Loans and leases at September 30, 2025 were $144.76 billion, an increase of $4.54 billion or 3% from $140.22 billion at December 31, 2024.

Loan growth of $3.26 billion in the SVB Commercial segment was concentrated in Global Fund Banking, partially offset by a decline in Tech and Healthcare.

Loan growth in the Commercial Bank segment of $943 million was mainly in our industry verticals, primarily TMT and Healthcare.

Loan growth of $338 million in the General Bank segment was primarily in the Wealth portfolio.

The unamortized discount related to acquired loans was $1.38 billion at September 30, 2025, a decrease of $215 million from $1.60 billion at December 31, 2024.

Refer to Note 4—Loans and Leases for further information.

The following table presents loans and leases by loan segment and loan class, and the respective proportion to total loans:

Loans and Leases

dollars in millions September 30, 2025 June 30, 2025 December 31, 2024 Balance Increase (Decrease) from:

Balance % to Total Loans Balance % to Total Loans Balance % to Total Loans June 30, 2025 December 31, 2024

Commercial construction $ 5,926 4 % $ 5,714 4 % $ 5,109 4 % $ 212 4 % $ 817 16 %

Owner occupied commercial mortgage 17,232 12 17,053 12 16,842 12 179 1 390 2

Non-owner occupied commercial mortgage 15,645 11 16,100 11 16,194 12 (455) (3) (549) (3)

dollars in millions March 31, 2026 December 31, 2025

Balance % to Total Loans Balance % to Total Loans Increase (Decrease)

Commercial and industrial $ 45,753 31 % $ 44,721 30 % $ 1,032 2.3 %

Leases 2,066 1 2,028 1 2,014 1 38 2 52 3

Global fund banking 31,615 22 28,677 20 27,904 20 2,938 10 3,711 13

Capital call lines 32,274 21 31,791 21 483 1.5

Owner occupied commercial mortgage 17,502 12 17,660 12 (158) (0.9)

Investor dependent 2,714 2 2,778 2 (64) (2.3)

Commercial real estate 23,707 16 23,784 16 (77) (0.3)

Total commercial $ 121,950 82 % $ 120,734 81 % $ 1,216 1.0 %

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Revolving mortgage 2,863 2 2,863 2 — —

Consumer auto 1,463 1 1,490 1 1,523 1 (27) (2) (60) (4)

Consumer other 1,037 1 977 1 986 1 60 6 51 5

Auto 1,332 1 1,416 1 (84) (5.9)

Other consumer 849 1 1,056 1 (207) (19.6)

Total consumer $ 26,742 18 % $ 27,196 19 % $ (454) (1.7) %

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Net loans and leases $ 147,134 $ 146,364

Loans and leases at March 31, 2026 were $148.69 billion, an increase of $762 million or 1% from $147.93 billion at December 31, 2025.

The unamortized discount related to acquired loans was $1.28 billion at March 31, 2026, a decrease of $45 million from $1.33 billion at December 31, 2025.

Refer to Note 5—Loans and Leases for further information.

Operating Lease Equipment, Net

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Operating Lease Equipment, Net

dollars in millions Increase (Decrease) from:

September 30, 2025 June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

dollars in millions

March 31, 2026 December 31, 2025 Increase (Decrease)

Railcars and locomotives $ 8,968 $ 8,882 $ 86 1.0 %

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$ 9,685 $ 9,621 $ 64 0.7 %

(1) Includes off-lease rail equipment of $223 million at September 30, 2025, $242 million at June 30, 2025, and $219 million at December 31, 2024.

(1) Includes off-lease rail equipment of $265 million at March 31, 2026 and $257 million at December 31, 2025.

Interest-bearing Liabilities

Interest-bearing liabilities include interest-bearing deposits, securities sold under agreements to repurchase, and borrowings.

Interest-bearing liabilities at September 30, 2025 totaled $159.11 billion, an increase of $5.47 billion or 4% from $153.65 billion at December 31, 2024.

The increase from December 31, 2024 was mainly due to deposit growth, as well as the 2025 Debt Issuances, partially offset by the Linked Quarter Debt Redemption as further discussed below.

Total deposits at September 30, 2025 were $163.19 billion, an increase of $7.96 billion or 5% from $155.23 billion at December 31, 2024.

Deposit changes within our business segments compared to December 31, 2024 are discussed in the “Executive Overview—Funding, Liquidity and Capital Overview” section of this MD&A and changes from the linked quarter are discussed in the “Results by Segment” section of this MD&A.

Interest-bearing liabilities at March 31, 2026 totaled $161.20 billion, an increase of $4.27 billion or 3% from $156.93 billion at December 31, 2025.

The increase from December 31, 2025 was mainly due to deposit growth, partially offset by lower borrowings as further discussed below.

We strive to maintain a strong liquidity position, and therefore, deposit retention remains a key business objective.

We believe traditional bank deposit products remain an attractive option for many customers.

As economic conditions change, we recognize that our liquidity position could be adversely affected if bank deposits are withdrawn.

Our ability to fund future loan growth is significantly dependent on our success in retaining existing deposits and generating new deposits at a reasonable cost.

The following table summarizes the types of deposits:

dollars in millions Increase (Decrease) from:

September 30, 2025 June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

Noninterest-bearing demand $ 42,752 $ 40,879 $ 38,633 $ 1,873 5 % $ 4,119 11 %

dollars in millions

March 31, 2026 December 31, 2025 Increase (Decrease)

Noninterest-bearing $ 43,606 $ 40,653 $ 2,953 7.3 %

Checking with interest 25,599 24,377 1,222 5.0

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Noninterest-bearing deposits to total deposits 25.5 % 25.2 %

We strive to maintain a strong liquidity position, and therefore, deposit retention remains a key business objective.

We believe traditional bank deposit products remain an attractive option for many customers.

As economic conditions change, we recognize that our liquidity position could be adversely affected if bank deposits are withdrawn.

Our ability to fund future loan growth is significantly dependent on our success in retaining existing deposits and generating new deposits at a reasonable cost.

Deposits at March 31, 2026 were $170.84 billion, an increase of $9.26 billion or 6% from $161.58 billion at December 31, 2025.

The increase was attributable to an increase in Commercial Bank segment deposits of $5.66 billion, an increase in Corporate deposits of $2.49 billion (which primarily includes the Direct Bank and brokered deposits), and an increase in the General Bank segment of $1.12 billion.

Noninterest-bearing deposits grew by $2.95 billion or 7% compared to December 31, 2025 and represented 25.5% of total deposits as of March 31, 2026, compared to 25.2% at December 31, 2025.

A portion of the deposit growth in the Commercial Bank segment stems from large short-term deposits which we expect to outflow or move off-balance sheet shortly after March 31, 2026.

Deposit growth is also discussed in the “Executive Overview—Funding, Liquidity and Capital Overview” and “Results by Segment” sections of this MD&A.

Deposit Concentrations

BancShares operates a network of branches and offices, predominantly located in the Southeast, Mid-Atlantic, Midwest and Western United States, providing a broad range of financial services to individuals, businesses and professionals.

Based on branch location, our top state deposit concentrations as of September 30, 2025 were in North Carolina, South Carolina, and California, which represented approximately 25.0%, 7.5%, and 7.0%, respectively, of total deposits.

The Direct Bank had $45.15 billion or 27.7% of our total deposits as of September 30, 2025.

The Direct Bank deposits mainly consist of savings deposit accounts.

SVB Commercial segment deposits as of September 30, 2025 were $39.89 billion or 24.4% of total deposits and are primarily concentrated in online banking.

Deposits in the SVB Commercial segment include large dollar accounts with private equity and venture capital clients, primarily in the technology, life science and healthcare industries.

Deposit accounts with balances in excess of $50 million totaled approximately $6.20 billion as of September 30, 2025, compared to approximately $8.01 billion as of December 31, 2024.

Brokered deposits, included in time deposits in the preceding table, are a source of deposit funding but remain an immaterial amount of total deposits at less than 1% as of September 30, 2025 and December 31, 2024.

Based on branch location, our top state deposit concentrations as of March 31, 2026 were in North Carolina, South Carolina, and California, which represented 25.7%, 7.4%, and 6.5%, respectively, of total deposits.

The Direct Bank had $45.41 billion or 26.6% of our total deposits as of March 31, 2026.

The Direct Bank deposits mainly consist of savings.

Commercial Bank segment deposits as of March 31, 2026 were $47.19 billion or 27.6% of total deposits and are primarily concentrated in online banking.

Deposits in the Commercial Bank segment include large dollar accounts with private equity and venture capital clients, primarily in the technology, life science and healthcare industries.

Deposit accounts with balances in excess of $50 million totaled $10.41 billion as of March 31, 2026, compared to $7.09 billion as of December 31, 2025.

Brokered deposits as of March 31, 2026 were $1.83 billion or 1.1% of total deposits.

We had no brokered deposits as of December 31, 2025.

Uninsured Deposits

The amount of uninsured deposits is estimated consistent with the methodologies and assumptions utilized in providing information to the FDIC and Federal Reserve.

We estimate total uninsured deposits were $59.75 billion, which represented approximately 36.6% of total deposits at September 30, 2025, compared to $59.51 billion or 38.3% of total deposits at December 31, 2024.

We estimate total uninsured deposits were $65.44 billion, which represented 38.3% of total deposits at March 31, 2026, compared to $61.81 billion or 38.3% of total deposits at December 31, 2025.

Refer to the “Executive Overview—Funding, Liquidity and Capital Overview” and “Results by Segment” sections of this MD&A for further discussion of deposit composition, uninsured deposits, and recent deposit trends.

The following table provides the expected maturity of time deposits with balances in excess of $250,000 as of September 30, 2025:

The following table provides the expected maturity of time deposits with balances in excess of $250,000 as of March 31, 2026:

Maturities of Time Deposits In Excess of $250,000

dollars in millions September 30, 2025

dollars in millions March 31, 2026

Time deposits maturing in:

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Total $ 1,474

Total borrowings at September 30, 2025 were $38.68 billion, an increase of $1.62 billion or 4% from $37.05 billion at December 31, 2024.

The increase from December 31, 2024 primarily related to the 2025 Debt Issuances (refer to the table below), partially offset by the Linked Quarter Debt Redemption.

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

dollars in millions Increase (Decrease) from:

September 30, 2025 June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

Total borrowings at March 31, 2026 were $33.96 billion, a decrease of $2.05 billion or 6% from $36.01 billion at December 31, 2025.

The decrease from December 31, 2025 primarily related to the prepayments of the Purchase Money Note, partially offset by the Current Quarter Debt Issuance.

Refer to the “Executive Overview—Recent Events” section earlier in this MD&A for further information related to 2026 borrowings activity.

The following table presents borrowings, net of the respective unamortized purchase accounting adjustments, premiums, discounts, and issuance costs:

dollars in millions

March 31, 2026 December 31, 2025 Increase (Decrease)

Securities sold under agreements to repurchase $ 170 $ 224 $ (54) (24.0) %

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5.231% fixed-to-floating rate notes due March 2031 497 497 — —

4.869% fixed-to-floating rate notes due March 2032

495 — 495 100.0

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6.125% fixed rate notes due March 2028 427 430 (3) (0.7)

3.375% fixed-to-floating rate notes due March 2030 (3)

— — 350 — — (350) (100)

5.600% fixed rate reset notes due September 2035 595 597 (2) (0.3)

597 — — 597 100 597 100

6.254% fixed-to-fixed rate notes due March 2040 742 745 (3) (0.4)

745 745 — — — 745 100

Capital lease obligations 73 72 1 1.4

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(1) Issued in connection with the SVBB Acquisition and secured by collateral.

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

The unamortized discount related to this borrowing was $137 million, $150 million, and $176 million at September 30, 2025, June 30, 2025, and December 31, 2024, respectively.

(2) The fixed rate period will end on 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 bps per annum until the maturity date (or date of earlier redemption).

(3) 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.

(4) 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.

Treasury Rate as of the day falling two business days prior to the notes reset date plus 185 bps per annum until the maturity date (or date of earlier redemption).

(5) The interest rate will reset on March 12, 2035, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S.

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).

The following summarizes the 2025 Debt Issuances:

Refer to Note 5—Loans and Leases.

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

The following summarizes debt issuances during 2026 and 2025:

Parent Company Notes Issued

Issuance Date Amount Description

September 5, 2025 $600 Million $600 million aggregate principal amount of subordinated fixed rate reset notes with a maturity date of September 5, 2035.

Interest is payable semi-annually in arrears on March 5 and September 5 of each year, beginning on March 5, 2026, and ending on the maturity date (or date of earlier redemption), at a fixed rate of 5.6000% per annum.

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.

Treasury Rate as of the day falling two business days prior to the notes reset date plus 185 bps per annum until the maturity date (or date of earlier redemption).

March 12, 2025 $500 Million $500 million aggregate principal amount of senior fixed-to-floating rate notes with a maturity date of March 12, 2031.

Interest is payable semi-annually in arrears on March 12 and September 12 of each year, beginning on September 12, 2025, and ending on March 12, 2030 (or date of earlier redemption), at a fixed rate of 5.231% per annum.

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

During the floating rate period, interest on the notes will be payable quarterly in arrears on June 12, 2030, September 12, 2030, December 12, 2030, and on the maturity date (or date of earlier redemption).

March 12, 2025 $750 Million $750 million aggregate principal amount of subordinated fixed-to-fixed rate notes with a maturity date of March 12, 2040.

Interest is payable semi-annually in arrears on March 12 and September 12 of each year and on the maturity date (or date of earlier redemption), commencing on September 12, 2025, at a fixed rate of 6.254% per annum.

The interest rate will reset on March 12, 2035, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S.

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).

Borrowing Type Issuance Date Stated Maturity Date Earliest Par Call Date Par Value Current Interest Rate Current Payment Frequency Rate Reset Date Interest Rate After Reset Payment Frequency After Reset

Fixed-to-Floating Rate Senior Notes March 3, 2026 March 3, 2032 March 3, 2031 $500 4.869% Semiannual March 3, 2031 Compounded SOFR + 148.7 bps Quarterly

Fixed Rate Reset Subordinated Notes September 5, 2025 September 5, 2035 September 5, 2030 $600 5.600% Semiannual September 5, 2030 Five-year U.S.

Treasury Rate + 185 bps Semiannual

Fixed-to-Floating Rate Senior Notes March 12, 2025 March 12, 2031 March 12, 2030 $500 5.231% Semiannual March 12, 2030 Compounded SOFR + 141 bps Quarterly

Fixed-to-Fixed Rate Subordinated Notes March 12, 2025 March 12, 2040 December 12, 2034 $750 6.254% Semiannual March 12, 2035 Five-year U.S.

Treasury Rate + 197 bps Semiannual

We continually monitor our capital needs and market conditions in an effort to diversify our borrowing base and capital mix when appropriate.

Additionally, we continue to monitor the status of the notice of proposed rulemaking (“NPR”) issued by the federal banking agencies discussing, among other items, the proposed requirement to maintain a certain level of long-term debt that would be available to absorb losses in the event of failure as further discussed in the “Regulatory Considerations” section in Item 1.

Business of the 2024 Form 10-K.

Refer to the “Liquidity Risk” section of this MD&A and Note 9—Borrowings for further information regarding liquidity and borrowings.

Refer to the “Risk Management—Liquidity Risk” section of this MD&A and Note 10—Borrowings for further information regarding liquidity and borrowings.

Other Assets and Liabilities

The following table includes the components of other assets:

dollars in millions Increase (Decrease) from:

September 30, 2025 June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

dollars in millions

March 31, 2026 December 31, 2025 Increase (Decrease)

Affordable housing tax credit and other unconsolidated investments (1)

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Right of use assets for operating leases, net 285 294 (9) (3.1)

Income tax receivable 494 500 505 (6) (1) (11) (2)

Income tax assets 504 510 (6) (1.2)

Counterparty receivables 124 124 — —

Bank-owned life insurance 107 108 (1) (1.1)

Nonmarketable equity securities 160 140 127 20 14 33 26

Nonmarketable investments 164 167 (3) (1.6)

Other real estate owned 110 119 (9) (8.0)

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Other Liabilities

dollars in millions Increase (Decrease) from:

September 30, 2025 June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

Deferred taxes $ 3,580 $ 3,560 $ 3,534 $ 20 1 % $ 46 1 %

dollars in millions

March 31, 2026 December 31, 2025 Increase (Decrease)

Income tax liabilities $ 3,825 $ 3,819 $ 6 0.2 %

Commitments to fund tax credit investments 1,234 1,321 (87) (6.6)

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BancShares estimates the expected funding amounts and applies its probability of obligor default (“PD”) and loss given default (“LGD”) models to those expected funding amounts to estimate the reserve.

The reserve for off-balance sheet credit exposure was $265 million at September 30, 2025, a decrease of $13 million compared to $278 million at December 31, 2024 and of $23 million compared to $288 million at June 30, 2025.

Refer to the “Provision for Credit Losses” section of this MD&A for further discussion.

The reserve for off-balance sheet credit exposure was $228 million at March 31, 2026, a decrease of $32 million compared to $260 million at December 31, 2025.

Refer to the “Results of Operations—Provision for Credit Losses” section of this MD&A for further discussion.

Refer to Note 19—Commitments and Contingencies for information relating to off-balance sheet commitments.

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BancShares has defined a moderate risk appetite and a balanced approach to risk taking with a philosophy that does not preclude higher risk business activities commensurate with acceptable returns while meeting regulatory objectives.

Through the comprehensive Risk Management Framework and Risk Appetite Framework and Statement, senior management has primary responsibility for day-to-day management of the risks we face with accountability of and support from all associates.

Through the comprehensive Risk Management Framework and Risk Appetite Policy and Statement, senior management has primary responsibility for day-to-day management of the risks we face with accountability of and support from all associates.

Senior management applies various strategies to reduce the risks to which BancShares may be exposed, with effective challenge by independent risk management and oversight by management committees.

The Board strives to ensure that risk management is a part of our business culture and that our policies and procedures to identify, assess, respond, and monitor risk are part of the decision-making process.

The Board’s role in risk oversight is an integral part of our overall Risk Management Framework and Risk Appetite Framework.

The Board of Directors of the Parent Company (the “Board”) strives to ensure that risk management is a part of our business culture and that our policies and procedures to identify, assess, respond, and monitor risk are part of the decision-making process.

The Board’s role in risk oversight is an integral part of our overall Risk Management Framework and Risk Appetite Policy.

The Board administers its risk oversight function primarily through its Risk Committee.

The Risk Committee structure is designed to allow for information flow, effective challenge and timely escalation of risk-related issues.

The Risk Committee monitors adherence to our Risk Management Framework and Risk Appetite Framework and Statement and provides quarterly updates to the Board on risk management.

The Risk Committee monitors adherence to our Risk Management Framework and Risk Appetite Policy and Statement and provides quarterly updates to the Board on risk management.

Our Chief Risk Officer also provides regular reports to the Risk Committee and the Board.

Management and independent risk functions make regular reports to the Risk Committee on key risk areas, including credit, market, capital, liquidity, operational, compliance, strategic, and reputational risks.

Management and independent risk functions make regular reports to the Risk Committee on key risk areas, including credit, market, capital, liquidity, operational, compliance, and strategic risks.

The Risk Committee also reviews reports of examination by and communications from regulatory agencies, the results of internal and third-party testing and qualitative and quantitative assessments related to risk management, and any other matters within the scope of the Risk Committee’s oversight responsibilities.

The Risk Committee monitors management’s response to certain risk-related regulatory and audit issues.

In addition, the Risk Committee may coordinate with the Audit Committee, Technology Committee and the Compensation, Nominations and Governance Committee for the review of financial statements and related risks, technology and cybersecurity risk, compensation risk management, and other areas of responsibility.

In addition, the Risk Committee may coordinate with the Board’s Audit Committee, Technology Committee and the Compensation, Nominations and Governance Committee for the review of financial statements and related risks, technology and cybersecurity risk, compensation risk management, and other areas of responsibility.

BancShares leverages a Three Lines Model to promote clarity of roles and responsibilities in managing risk.

The first line is comprised of organizational functions that own or support the management of risk.

The second line is led by the Chief Risk Officer, who reports to the Risk Committee of the Board, and is comprised of organizational functions that make up the Risk Management Department which has the responsibility for establishing risk frameworks, policies, standards, and procedures which support the Framework;

providing proactive, transparent, and independent oversight and effective challenge of the first line;

and identifying, measuring, monitoring, or controlling for aggregate risks.

Internal audit is independent of the first and second lines, reporting directly to the Audit Committee of the Board and constitutes the third line.

In combination with other risk management and monitoring practices, enterprise-wide stress testing activities are conducted within a defined framework.

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Business included in the 2025 Form 10-K for further discussion.

BancShares has been assessing the emerging impacts of recent and potential U.S.

and international tariffs and other retaliatory actions and has continued monitoring the international tensions that could impact the economy and exacerbate headwinds of elevated market volatility, global supply chain disruptions, and recessionary pressures.

BancShares assesses emerging risks on an ongoing basis, such as monitoring economic sentiment and emerging geopolitical issues, inflationary pressures due to rising energy prices among other factors, and the impact of artificial intelligence on various industries.

BancShares also continues to assess operational risks such as those associated with potential cyberattacks for FCB and third parties upon whom it relies.

Assessments have not identified material impacts to date, but those assessments will remain ongoing as the conditions continue to exist and develop.

Assessments will remain ongoing as the conditions continue to exist and develop.

BancShares is also assessing the potential risk of an economic slowdown or recession that could create increased credit and market risk having downstream impacts on earnings, capital, and/or liquidity.

While economic data continues to be mixed, baseline economic forecasts reflect a decline in commercial real estate (“CRE”) property values due to current interest rate levels that impacted the ALLL forecasts.

Supported by resilient economic conditions, baseline forecasts reflect improving commercial real estate property values and a lower unemployment rate compared to the prior year, which have favorably impacted the ALLL.

Key indicators will continue to be monitored, and impacts assessed as part of our ongoing Risk Management Framework.

Credit risk is the risk of not collecting payments pursuant to the contractual terms of loans, leases and certain investment securities.

Credit risk is the risk arising from a borrower, obligor, or counterparty’s failure to meet the terms of any financial obligation, which can result in financial impact to current or anticipated earnings or capital, or strategic objectives.

Loans and leases we originate are underwritten in accordance with our credit policies and procedures and are subject to periodic ongoing reviews.

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ALLL Methodology

Our ALLL methodology is discussed further in the 2024 Form 10-K, in the section entitled “Critical Accounting Estimates” of the MD&A and Note 1—Significant Accounting Policies and Basis of Presentation.

The loan and ALLL disclosures for the 2024 periods presented in this Form 10-Q were recast to reflect the 2025 Loan Class Changes summarized in the “Recent Events” section of this MD&A and further discussed in Note 1—Significant Accounting Policies and Basis of Presentation.

Our ALLL estimate as of September 30, 2025 included extensive reviews of the changes in credit risk associated with the uncertainties around macroeconomic forecasts.

Our ALLL methodology is discussed further in the section entitled “Critical Accounting Estimates” of the MD&A and Note 1—Significant Accounting Policies and Basis of Presentation in the 2025 Form 10-K.

The ALLL is also discussed in Note 6—Allowance for Loan and Lease Losses of this Form 10-Q.

Our ALLL estimate as of March 31, 2026 included extensive reviews of the changes in credit risk associated with the uncertainties around macroeconomic forecasts.

These loss estimates consider industry risk and the actual net losses incurred during prior periods of economic stress as well as recent credit trends.

The ALLL represents management’s best estimate of credit losses expected over the life of the loan or lease, adjusted for expected contractual payments and the impact of prepayment expectations.

Estimates for loan and lease losses are determined by analyzing quantitative and qualitative components present as of the evaluation date.

The ALLL is calculated based on a variety of considerations, including, but not limited to actual net loss history of the various loan and lease pools, delinquency trends, changes in forecasted economic conditions, loan growth, estimated loan life, and changes in portfolio credit quality.

Loans and leases are segregated into pools with similar risk characteristics and each pool has a model tailored for the applicable risks.

Macroeconomic Forecasts Utilized in the Estimate of the ALLL

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unemployment rate, U.S.

real gross domestic product (“GDP”), home price index (“HPI”), and CRE price index utilized in the ALLL models.

real gross domestic product (“GDP”), home price index (“HPI”), and commercial real estate price index (“CRE price index”) utilized in the ALLL models.

These economic variables are based on macroeconomic scenario forecasts with a forecast horizon that covers the reasonable and supportable period.

Due to the inherent uncertainty in the macroeconomic forecasts, BancShares utilizes baseline, upside, and downside macroeconomic scenarios and weights the scenarios based on review of variable forecasts for each scenario and comparison to expectations.

The potential impacts of new trade, tariff and other economic policies in the United States were more prevalently reflected in the baseline macroeconomic scenario, which resulted in a modest shift in our weighting from the downside to baseline economic scenario in the linked quarter.

The scenario weighting in the current quarter was unchanged from the linked quarter.

At September 30, 2025, ALLL estimates ranged from approximately $1.41 billion, when weighing the upside scenario 100%, to approximately $2.07 billion when weighting the downside scenario 100%.

BancShares management determined that an ALLL of $1.65 billion was appropriate as of September 30, 2025.

Due to the inherent uncertainty in the macroeconomic forecasts, BancShares utilizes baseline, upside, and downside macroeconomic scenarios and probability weights the scenarios based on review of variable forecasts for each scenario and comparison to expectations.

Our scenario weighting has remained consistent since the second quarter of 2025.

We will continue to monitor economic sentiment and emerging geopolitical issues, rising energy prices, and the impact of artificial intelligence on various industries.

At March 31, 2026, ALLL estimates ranged from $1.32 billion, when weighing the upside scenario 100%, to $1.98 billion when weighting the downside scenario 100%.

BancShares management determined that an ALLL of $1.56 billion was appropriate as of March 31, 2026.

The following table presents the U.S.

unemployment rate, U.S.

real GDP, HPI, and CRE price index based on the weighted-average scenario forecasts used in determining the ALLL at September 30, 2025 and December 31, 2024.

real GDP, HPI, and CRE price index based on the weighted-average scenario forecasts used in determining the ALLL at March 31, 2026 and December 31, 2025.

The projected trends in the macroeconomic variables below may fluctuate depending on the underlying scenarios and our scenario weighting assumptions utilized for the applicable period.

Select Variables in ALLL Weighted-average Scenarios

Assumptions as of September 30, 2025

Assumptions as of March 31, 2026

2026 2027 2028

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(3.4) % (1.6) % 4.1 %

(1) Represents the projected quarterly average U.S.

unemployment rate for the years ending December 31, 2025, 2026 and 2027.

(2) Represents the projected year-over-year percent changes.

(1) Assumptions represent the projected quarterly averages for the years ending December 31, 2026, 2027, and 2028.

(2) Assumptions represent the projected year-over-year percent changes.

Qualitative Component of the ALLL

1 unchanged sentence

These qualitative adjustments are also used to accommodate for the imprecision of certain assumptions and uncertainties inherent in the model calculations.

ALLL and Net Charge-offs

The ALLL and net charge-offs are summarized below.

ALLL for Loans and Leases

dollars in millions Three Months Ended September 30, 2025

Commercial Consumer Total

Balance at beginning of period $ 1,512 $ 160 $ 1,672

Provision (benefit) for loan and lease losses 238 (24) 214

Charge-offs (244) (12) (256)

Recoveries 18 4 22

Balance at end of period $ 1,524 $ 128 $ 1,652

Net charge-off ratio 0.65 %

Net charge-offs $ 226 $ 8 $ 234

Average loans $ 142,857

Percent of loans in each category to total loans 80 % 20 % 100 %

Three Months Ended June 30, 2025

Commercial Consumer Total

Balance at beginning of period $ 1,517 $ 163 $ 1,680

Provision for loan and lease losses 111 — 111

Charge-offs (137) (7) (144)

Recoveries 21 4 25

Balance at end of period $ 1,512 $ 160 $ 1,672

Net charge-off ratio 0.33 %

Net charge-offs $ 116 $ 3 $ 119

Average loans $ 141,791

Percent of loans in each category to total loans 80 % 20 % 100 %

Three Months Ended September 30, 2024

Commercial Consumer Total

Balance at beginning of period $ 1,547 $ 153 $ 1,700

Provision for loan and lease losses 123 — 123

Charge-offs (169) (8) (177)

Recoveries 27 5 32

Balance at end of period $ 1,528 $ 150 $ 1,678

Net charge-off ratio 0.42 %

Net charge-offs $ 142 $ 3 $ 145

Average loans $ 139,014

Percent of loans in each category to total loans 79 % 21 % 100 %

The ALLL at September 30, 2025 was $1.65 billion, representing a decrease of $20 million compared to June 30, 2025.

The decrease was driven by 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.

Net charge-offs for the current quarter were $234 million, an increase of $115 million from $119 million for the linked quarter.

The increase was mainly due to an $82 million charge-off on a single supply chain finance client in the Commercial Bank segment.

ALLL for Loans and Leases

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

Current economic conditions and forecasts can change which could affect the anticipated amount of estimated credit losses and therefore the appropriateness of the ALLL.

It is difficult to estimate how potential changes in any one economic factor or input might affect the overall ALLL because a wide variety of factors and inputs are considered in estimating the ALLL and changes in those factors and inputs considered may not occur at the same rate and may not be consistent across all product types.

Additionally, changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others.

The following table summarizes the ALLL for commercial, consumer and total loans.

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 487 (14) 473 316 (5) 311

Provision for loan and lease losses 97 6 103 138 10 148

Charge-offs (123) (9) (132) (159) (8) (167)

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Percent of loans in each category to total loans 82 % 18 % 100 % 80 % 20 % 100 %

The ALLL at September 30, 2025 was $1.65 billion, representing a decrease of $24 million from December 31, 2024, mainly due to the changes discussed above, and a modest shift in our weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A, partially offset by the impact of loan growth.

Net charge-offs for the current YTD were $497 million, an increase of $117 million from $380 million for the prior YTD.

The higher net charge-offs within commercial loans were mainly due to the commercial and industrial loan class, which included the previously discussed charge-off on a single supply chain finance client, partially offset by lower net charge-offs in the investor dependent loan class.

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

ALLL $ 1,652 $ 1,672 $ 1,676

Total loans and leases $ 144,758 $ 141,269 $ 140,221

ALLL to total loans and leases 1.14 % 1.18 % 1.20 %

Commercial loans and leases:

ALLL - commercial $ 1,524 $ 1,512 $ 1,518

Commercial loans and leases $ 116,428 $ 113,007 $ 111,993

Commercial ALLL to commercial loans and leases 1.31 % 1.34 % 1.35 %

Consumer loans:

ALLL - consumer $ 128 $ 160 $ 158

Consumer loans $ 28,330 $ 28,262 $ 28,228

Consumer ALLL to consumer loans 0.45 % 0.56 % 0.56 %

The ALLL as a percentage of total loans and leases at September 30, 2025 was 1.14%, compared to 1.18% at June 30, 2025 and 1.20% at December 31, 2024.

The trends in the ALLL are discussed above.

The ALLL was $1.56 billion at March 31, 2026, compared to $1.57 billion at December 31, 2025, resulting in an ALLL reserve release of $8 million in the current quarter, 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 ALLL increased $4 million from December 31, 2024 to March 31, 2025.

The ALLL as a percentage of loans was 1.05% at March 31, 2026, a decrease of 1 bp from 1.06% at December 31, 2025.

The following table summarizes the ALLL as a percentage of loans for each loan class:

ALLL by Loan Class

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

ALLL ALLL as a Percentage of Loans ALLL ALLL as a Percentage of Loans ALLL ALLL as a Percentage of Loans

Commercial construction $ 75 1.27 % $ 67 1.17 % $ 53 1.03 %

Owner occupied commercial mortgage 52 0.30 53 0.31 51 0.30

Non-owner occupied commercial mortgage 333 2.13 318 1.98 340 2.10

dollars in millions March 31, 2026 December 31, 2025

ALLL Loan Balance ALLL as a Percentage of Loans ALLL Loan Balance ALLL as a Percentage of Loans

Commercial and industrial $ 808 $ 45,753 1.77 % $ 807 $ 44,721 1.80 %

Leases 34 1.65 36 1.75 36 1.80

Global fund banking 61 0.19 80 0.28 75 0.27

Capital call lines 29 32,274 0.09 29 31,791 0.09

Owner occupied commercial mortgage 52 17,502 0.30 50 17,660 0.28

Investor dependent 166 2,714 6.12 181 2,778 6.52

Commercial real estate 373 23,707 1.58 369 23,784 1.55

Total commercial 1,428 121,950 1.17 1,436 120,734 1.19

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Revolving mortgage 28 2,863 0.96 26 2,863 0.89

Consumer auto 10 0.66 9 0.63 5 0.35

Consumer other 27 2.54 43 4.32 47 4.75

Auto 9 1,332 0.70 9 1,416 0.67

Other consumer 23 849 2.71 28 1,056 2.62

Total consumer 130 26,742 0.48 130 27,196 0.48

Total ALLL $ 1,652 1.14 % $ 1,672 1.18 % $ 1,676 1.20 %

The ALLL may vary significantly from period to period due to changes in economic conditions, economic forecasts and the composition and credit quality of the loan and lease portfolio, and the related impacts on the ALLL models.

Total $ 1,558 $ 148,692 1.05 % $ 1,566 $ 147,930 1.06 %

The ALLL may vary significantly from period to period due to changes in economic conditions, economic forecasts, the composition and credit quality of the loan and lease portfolio, and the related impacts to the ALLL models.

We continuously monitor and update our ALLL estimation methodology, as appropriate.

During the current quarter, we updated our PD, LGD, and exposure at default methodology for the global fund banking, investor dependent, residential mortgage, and consumer other portfolios, which contributed to the changes in the ALLL compared to the linked quarter for those portfolios.

Credit Metrics

Net Charge-Offs

The following table summarizes net charge-offs for each loan class:

Net Charge-Offs

dollars in millions Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Charge-offs Recoveries Net

charge-offs (recoveries) Charge-offs Recoveries Net

charge-offs (recoveries)

Commercial and industrial $ 95 $ 11 $ 84 $ 90 $ 14 $ 76 $ 80 $ 15 $ 65

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

Investor dependent 12 7 5 34 14 20 39 5 34

Commercial real estate 12 — 12 40 1 39 40 — 40

Total commercial 123 18 105 168 29 139 159 20 139

Residential mortgage — 1 (1) — 1 (1) — — —

Revolving mortgage — — — — — — — — —

Auto 2 1 1 1 — 1 3 2 1

Other consumer 7 1 6 5 1 4 5 1 4

Total consumer 9 3 6 6 2 4 8 3 5

Total $ 132 $ 21 $ 111 $ 174 $ 31 $ 143 $ 167 $ 23 $ 144

Net charge-offs for the current quarter were $111 million, a decrease of $32 million from $143 million for the linked quarter, primarily due to decreases of $27 million in commercial real estate and $15 million in investor dependent, partially offset by an increase of $8 million in commercial and industrial.

Net charge-offs for the current quarter were $111 million, a decrease of $33 million from $144 million for the prior year quarter, primarily due to decreases of $29 million in investor dependent and $28 million in commercial real estate, partially offset by increases of $19 million in commercial and industrial and $4 million in owner occupied commercial mortgage.

Nonperforming Assets

Nonperforming assets include nonaccrual loans and leases, other real estate owned (“OREO”) and repossessed assets.

Accounting policies related to nonperforming assets are discussed in Note 1—Significant Accounting Policies and Basis of Presentation in the 2024 Form 10-K.

Nonperforming assets include nonaccrual loans and leases, OREO and repossessed assets.

Accounting policies related to nonperforming assets are discussed in Note 1—Significant Accounting Policies and Basis of Presentation of the 2025 Form 10-K.

Non-Performing Assets

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

Increase (Decrease)

dollars in millions March 31, 2026 December 31, 2025 Change in $ Change in % or bps

Nonaccrual loans:

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Other real estate owned (1) and repossessed assets

116 124 (8) (6.2)

Total nonperforming assets $ 1,545 $ 1,431 $ 114 7.9

Past due loans:

Commercial loans $ 699 $ 515 $ 495

Consumer loans 198 213 256

Total past due loans $ 897 $ 728 $ 751

Total loans, leases, other real estate owned, and repossessed assets $ 144,856 $ 141,372 $ 140,285

Total loans and leases $ 148,692 $ 147,930 $ 762 0.5 %

Total loans and leases, other real estate owned, and repossessed assets 148,808 148,054 754 0.5

ALLL to total loans and leases 1.05 % 1.06 % (1)

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Ratio of ALLL to nonaccrual loans and leases 109.01 119.80 (1,079)

Nonaccrual loans and leases at September 30, 2025 were $1.41 billion, representing increases of $222 million and $87 million compared to December 31, 2024 and June 30, 2025, respectively, mainly due to a small number of larger balance individually evaluated commercial loans.

OREO and repossessed assets were $98 million at September 30, 2025 compared to $64 million at December 31, 2024 and $103 million at June 30, 2025.

The increase of $34 million compared to December 31, 2024 mainly reflects additional foreclosed CRE properties.

Delinquencies

Accruing loans 30 days or more past due were 0.62% of total loans at September 30, 2025, compared to 0.54% at December 31, 2024, and 0.52% at June 30, 2025.

Delinquency status by loan class is presented in Note 4—Loans and Leases.

CRE Portfolio

Our CRE portfolio is diversified across various property types.

The following table provides an overview of the property type exposures within our CRE portfolio:

(1) OREO includes former branch property and other non-foreclosed property of $27 million and $26 million as of March 31, 2026 and December 31, 2025, respectively.

OREO and repossessed assets were $116 million at March 31, 2026 compared to $124 million at December 31, 2025, a decrease of $8 million.

Trends in past due and nonaccrual loans are discussed below.

Past Due and Nonaccrual Loans

Past due and nonaccrual loans by loan class are summarized in the following table:

Delinquencies and Nonaccrual Loans

dollars in millions March 31, 2026 December 31, 2025

Accruing Loans Accruing loans

Total 30-89 Days Past Due 90 Days or

Nonaccrual Loans 30-59 Days

Total 30-89 Days Past Due 90 Days or

Nonaccrual Loans

Commercial and industrial $ 222 $ 29 $ 251 $ 35 $ 461 $ 232 $ 56 $ 288 $ 63 $ 456

Capital call lines 31 — 31 — — — — — — —

Owner occupied commercial mortgage 65 24 89 16 162 78 19 97 1 159

Investor dependent 8 — 8 — 37 11 1 12 — 49

Commercial real estate 87 10 97 185 524 221 31 252 171 418

Total commercial 413 63 476 236 1,184 542 107 649 235 1,082

Residential mortgage 148 25 173 7 196 168 42 210 7 179

Revolving mortgage 24 3 27 — 38 25 4 29 — 35

Auto 10 2 12 — 10 15 3 18 — 9

Other consumer 4 2 6 2 1 5 3 8 2 2

Total consumer 186 32 218 9 245 213 52 265 9 225

Total $ 599 $ 95 $ 694 $ 245 $ 1,429 $ 755 $ 159 $ 914 $ 244 $ 1,307

The decrease of $220 million in accruing loans that are 30 to 89 days past due is largely attributable to decreases of $155 million in commercial real estate, $37 million in commercial and industrial and $37 million in residential mortgage, partially offset by a net increase of $9 million in all other loan classes.

Accruing loans that are 30 to 89 days past due are early stage delinquencies that are not showing signs of significant credit deterioration.

Delinquency status is considered in the estimate of the ALLL.

The increase of $1 million in accruing loans that are 90 days or greater past due is primarily attributable to increases of $15 million in owner occupied commercial mortgage and $14 million in commercial real estate, partially offset by a decrease of $28 million in commercial and industrial.

Loans 90 days or greater past due are assigned a more severe PD in accordance with our ALLL methodology.

Nonaccrual loans and leases at March 31, 2026 were $1.43 billion (0.96% of loans), an increase of $122 million compared to $1.31 billion (0.88% of loans) at December 31, 2025, largely concentrated in a small number of commercial real estate loans that were individually evaluated, contributing to the increase in specific reserves.

Nonaccrual loans over an established threshold are individually evaluated for specific ALLL reserves as discussed in Note 1—Significant Accounting Policies and Basis of Presentation of the 2025 Form 10-K.

Commercial Real Estate Portfolio Composition

Our commercial real estate portfolio is diversified across various property types.

The following table provides an overview of the property type exposures within our commercial real estate portfolio:

Commercial Real Estate Portfolio

dollars in millions September 30, 2025 June 30, 2025

Balance % to Total

Loans and Leases Balance % to Total

Loans and Leases

dollars in millions March 31, 2026

Balance % to Total Loans and Leases

Multi-family $ 5,219 3.5 %

Medical office 3,538 2.4

Industrial/Warehouse 3,568 2.47 3,697 2.62

Industrial, including warehouses 3,005 2.0

Data center 2,531 1.7

General office 1,951 1.3

Retail 1,764 1.22 1,714 1.21

Healthcare 1,825 1.2

Hotel/Motel 867 0.60 867 0.61

Retail 1,573 1.0

Hotel and motel 867 0.6

Other 3,198 2.2

Total $ 23,707 15.9 %

(1) The definition of CRE in this table is aligned with the Federal Reserve and FDIC guidance on CRE and includes the following:

construction loans, loans where the primary repayment is from third party rental income, and loans not secured by real estate but for the purpose of real estate.

This table excludes the owner occupied commercial mortgage loan class.

Evolving macroeconomic and social conditions (including the shift to more hybrid work arrangements) may result in changes for General Office demand moving forward.

Our General Office portfolio has experienced more negative credit quality trends relative to our other CRE portfolios.

Evolving macroeconomic and social conditions (including the shift to hybrid work arrangements) may result in changes for general office demand moving forward.

Our general office portfolio has experienced more negative credit quality trends relative to our other commercial real estate portfolios.

Our general office portfolio is 1.31% of total loans and leases and 8.23% of total commercial real estate at March 31, 2026.

Select metrics for our general office portfolio are summarized in the following table:

Select General Office Loan Metrics

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

% of total loans and leases 1.47 % 1.57 % 1.77 %

% of CRE loans 9.07 % 9.42 % 10.81 %

Average loan balance $ 2 $ 2 $ 2

Net charge-offs (YTD annualized %) 4.06 % 4.09 % 3.95 %

Delinquencies as a % of General Office loans 9.09 % 6.59 % 10.92 %

Non-performing loans as a % of General Office loans 11.27 % 9.03 % 12.10 %

ALLL ratio 4.80 % 4.59 % 4.59 %

Loans to Nondepository Financial Institutions (“NDFIs”)

As of September 30, 2025, loans to NDFIs were approximately $33.59 billion, comprised of the following:

• Approximately $31.25 billion of loans to NDFIs was included in global fund banking loans, mainly consisting of capital call lines of approximately $28.64 billion, the repayment of which is dependent on the payment of capital calls by the underlying limited partner investors in funds managed by certain private equity and venture capital firms.

The credit quality is strong for capital call lines based on the structural protection provided by the funds and the underlying investors.

Global fund banking loans have a lower loss rate relative to our other loan portfolios.

As of September 30, 2025, the ALLL was 0.19% of global fund banking loans, compared to 1.14% of total loans.

• Substantially all of the $2.34 billion remainder of loans to NDFIs was included in commercial and industrial loans.

As of September 30, 2025, the ALLL was 1.87% of commercial and industrial loans, compared to 1.14% of total loans.

Concentration Risk

General Office Portfolio

dollars in millions March 31, 2026

General office as a percentage of total loans and leases 1.31 %

General office as a percentage of commercial real estate loans 8.23 %

Net charge-offs as a percentage of general office 0.56 %

Percentage of general office 30 days or more past due 8.08 %

Nonaccrual loans as a percentage of general office

ALLL as a percentage of general office 4.52 %

Concentration

We strive to minimize the risks associated with large concentrations within specific geographic areas, collateral types or industries.

Despite our focus on diversification, several characteristics of our loan portfolio subject us to risk, such as our concentrations of real estate secured loans, revolving mortgage loans and healthcare-related loans.

Additionally, commercial loans may be concentrated in loans with large balances and loans in certain industries and customer groups, including private equity and venture capital.

Loan concentration data regarding our commercial and consumer loan portfolios is summarized below.

Commercial Loan Concentrations

Current quarter changes to loan classes are discussed above under “Recent Events — 2025 Loan Class Changes” and in Note 1—Significant Accounting Policies and Basis of Presentation.

Concentration disclosures for the linked quarter and at December 31, 2024 included in this Form 10-Q were recast to reflect the 2025 Loan Class Changes.

Geographic Concentrations

The following table summarizes state concentrations of 5.0% or greater of our loans.

Data is based on obligor location.

Commercial Loans and Leases - Geography

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

California $ 25,718 22.1 % $ 25,874 22.9 % $ 24,491 21.9 %

New York 11,796 10.1 10,470 9.3 10,202 9.1

North Carolina 10,986 9.4 11,051 9.8 10,985 9.8

Texas 8,659 7.4 8,620 7.6 8,459 7.6

Massachusetts 7,788 6.7 7,880 7.0 7,259 6.5

Florida 5,911 5.1 5,629 5.0 5,845 5.2

All other states 42,685 36.7 40,519 35.8 42,217 37.6

$ 113,543 97.5 % $ 110,043 97.4 % $ 109,458 97.7 %

Total International 2,885 2.5 2,964 2.6 2,535 2.3

Total $ 116,428 100.0 % $ 113,007 100.0 % $ 111,993 100.0 %

Industry Concentrations

The following table represents loans by industry of obligor:

Despite our focus on diversification, several characteristics of our loan portfolio subject us to concentration risk.

Loan concentration for our commercial and consumer loans is summarized below.

Commercial Loan Concentration

Industry Concentration

The following table summarizes the industry concentration of our commercial loans and leases based the obligors’ industries:

Commercial Loans and Leases - Industry

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

dollars in millions March 31, 2026 December 31, 2025

Finance and insurance $ 39,540 32.4 % $ 38,417 31.8 %

10 unchanged sentences

Total $ 121,950 100.0 % $ 120,734 100.0 %

The following table provides a summary of commercial loans by size and class.

The breakout below is based on total client balances (individually or in the aggregate) as of September 30, 2025:

Loans to non-depository financial institutions (“NDFIs”)

Loans to borrowers in the finance and insurance industry were $39.54 billion or 32.4% of commercial loans and leases at March 31, 2026, compared to $38.42 billion or 31.8% of commercial loans and leases at December 31, 2025.

Loans to NDFIs comprised 98.1% of our loans to borrowers in the finance and insurance industry at March 31, 2026.

Our NDFI portfolio composition is described below.

As of March 31, 2026, loans to NDFIs were $38.78 billion.

Capital call lines comprise $32.27 billion, or 83%, of the NDFI portfolio.

The primary source of repayment for capital call lines is the capital commitments of the underlying limited partner (“LP”) investors in funds managed by certain private equity and venture capital firms.

Capital calls are contractual obligations of the LPs and are not subject to the performance of the underlying portfolio of investments.

Capital call lines are typically governed by financial covenants oriented towards ensuring that the funds’ remaining callable capital is sufficient to repay the loan, and larger commitments (typically provided to larger private equity funds) are typically secured by an assignment of the general partner's right to call capital from the fund's LP investors.

The credit quality is strong for capital call lines based on the structural protection provided by the funds and the underlying investors.

Capital call lines have a significantly lower loss rate relative to our other loan portfolios.

As of March 31, 2026, the ALLL was 0.09% of capital call lines, compared to 1.05% of total loans.

The loans to NDFIs that are not capital call lines (the “Other NDFI Portfolios”) have balances totaling $6.51 billion at March 31, 2026, and the largest portfolios are described below:

• The net asset value portfolio ($2.24 billion) consists of:

(i) loans to private equity funds collateralized by the funds’ portfolios of direct equity investments in private companies, and (ii) loans to predominantly secondary funds collateralized by the funds’ portfolios of investments in LP interests in private funds and/or co-investment vehicles.

• Leveraged fund lines ($1.4 billion) are lines of credit provided to private credit funds and are collateralized by portfolios of the underlying assets, primarily first lien loans.

• Warehouse lines ($918 million) are asset-based lines of credit that finance cash flows for large pools of assets, such as accounts receivable and loans, that the borrower (or sponsor) typically sell or transfer to special purpose vehicle entities.

• Specialty finance ($617 million) includes asset-based lending facilities to lenders that are primarily investing in first lien senior debt.

The Other NDFI Portfolios are included in commercial and industrial loans and leases.

As of March 31, 2026, the ALLL was 1.77% of commercial and industrial loans and leases.

Through our credit risk management practices and our targeted analysis of the NDFI portfolios, we determined that the ALLL was appropriate.

NDFIs could be subject to a less stringent regulatory environment than FDIC-insured depository institutions or BHCs as further discussed in Item 1A.

Risk Factors of the 2025 Form 10-K.

We strive to mitigate the credit risk of our loans to NDFIs through our underwriting and credit monitoring processes.

As discussed above, 83% of our NDFI portfolio at March 31, 2026 is comprised of capital call lines which have strong credit quality based on the structural protection provided by the funds and the underlying investors.

Additionally, we establish advance rates (the percentage of the collateral value FCB will lend to the borrower) for loans in the Other NDFI Portfolios commensurate with the risks of the underlying collateral type, structural protection of the funds or investors, diversification of the funds, and financial strength of the borrower (or sponsor).

Real estate secured loans

Our commercial real estate portfolio comprises the vast majority of the real estate industry loans in the table above, which is based on the industry of the obligor.

Additionally, we have commercial real estate and owner occupied commercial mortgage loans that are secured by real estate, but are categorized in other industries in the table above.

At March 31, 2026, the combined balances of our commercial real estate and owner occupied commercial mortgage loans were $41.21 billion, or 34% of commercial loans and leases, compared to $41.44 billion or 34% at December 31, 2025.

We have historically carried a concentration of real estate secured loans, but actively mitigate exposure through underwriting policies, which primarily rely on borrower cash flow rather than underlying collateral values.

When we do rely on underlying real property values, we prefer financing secured by owner-occupied real property.

Healthcare and information industries

The healthcare and information industries in the table above largely consist of the healthcare, life sciences, and technology sectors, which include clients in our Commercial Finance, Global Fund Banking, and Technology and Healthcare Banking within our Commercial Bank segment.

Loans and leases to borrowers in medical, dental or other healthcare fields were $11.20 billion as of March 31, 2026, which represents 9.2% of commercial loans and leases, compared to $11.16 billion or 9.2% of commercial loans and leases at December 31, 2025.

Loans and leases to borrowers in the information industry were $10.02 billion as of March 31, 2026, which represents 8.2% of commercial loans and leases, compared to $9.70 billion or 8.0% of commercial loans and leases at December 31, 2025.

We actively mitigate credit risk exposure of these industry concentrations through our underwriting policies that emphasize reliance on adequate levels of borrower repayment sources.

Larger Balance Loans

The following table provides a summary of commercial loans by loan size and loan class as of March 31, 2026:

Commercial Loans by Size and Class

dollars in millions Less Than $10 Million $10 to < $30 Million > $30 Million Total Commercial Loans

Commercial construction $ 1,221 $ 1,683 $ 3,022 $ 5,926

Owner occupied commercial mortgage 14,596 2,037 599 17,232

Non-owner occupied commercial mortgage 6,399 4,923 4,323 15,645

dollars in millions Less Than $10 Million $10 Million to $30 Million Greater Than $30 Million Total Commercial Loans

Commercial and industrial $ 16,182 $ 11,850 $ 17,721 $ 45,753

Leases 1,633 281 152 2,066

Global fund banking 1,455 2,976 27,184 31,615

Capital call lines 1,311 3,344 27,619 32,274

Owner occupied commercial mortgage 14,629 2,304 569 17,502

Investor dependent 1,612 748 354 2,714

Commercial real estate 8,370 6,604 8,733 23,707

Total $ 42,104 $ 24,850 $ 54,996 $ 121,950

Consumer Loan Concentrations

Most of our loans greater than $30 million at March 31, 2026 are capital call lines which are described above in “Risk Management—Credit Risk—Concentration—Loans to non-depository financial institutions (“NDFIs”).”

Geographic Concentrations

The following table summarizes geographic concentrations based on the location of the real estate collateral for owner occupied commercial mortgage and commercial real estate loans, and based on the obligor address for all other commercial loans.

Commercial Loans and Leases - Geography

dollars in millions March 31, 2026 December 31, 2025

California $ 25,324 20.8 % $ 26,056 21.6 %

New York 12,129 9.9 12,193 10.1

North Carolina 11,258 9.2 11,005 9.1

Texas 9,570 7.9 8,811 7.3

Massachusetts 7,484 6.1 7,325 6.1

Florida 6,259 5.1 6,175 5.1

All other states 46,900 38.5 46,093 38.2

$ 118,924 97.5 % $ 117,658 97.5 %

Total international 3,026 2.5 3,076 2.5

Total $ 121,950 100.0 % $ 120,734 100.0 %

Consumer Loan Concentration

Loan concentrations may exist when multiple borrowers could be similarly impacted by economic or other conditions.

1 unchanged sentence

Consumer Loans - Geography

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

dollars in millions March 31, 2026 December 31, 2025

California $ 7,950 29.7 % $ 8,118 29.8 %

4 unchanged sentences

Total $ 26,742 100.0 % $ 27,196 100.0 %

Market risk is the risk arising from changes in interest rates, foreign exchange, fixed income, commodity, or equity prices which can result in financial loss, or adverse impact to earnings and capital.

Interest rate risk management

8 unchanged sentences

NII Sensitivity generally focuses on shorter term earnings risk, while EVE Sensitivity assesses the longer-term risk of the existing balance sheet.

Our exposure to NII Sensitivity is guided by the Risk Appetite Framework and Statement and a range of risk metrics, and BancShares may utilize tools across the balance sheet to adjust its interest rate risk exposures, including through business line actions and actions within the investment, funding and derivative portfolios.

Our exposure to NII Sensitivity is guided by the Risk Appetite Policy and Statement and a range of risk metrics, and BancShares may utilize tools across the balance sheet to adjust its interest rate risk exposures, including through business line actions and actions within the investment, funding and derivative portfolios.

The composition of our interest rate sensitive assets and liabilities generally results in a net asset-sensitive position for NII Sensitivity, whereby our assets will reprice faster than our liabilities.

A component of our interest rate risk management strategy is the use of derivative instruments to manage fluctuations in earnings caused by changes in market interest rates.

A component of our interest rate risk management strategy is the use of derivative instruments to mitigate fluctuations in earnings caused by changes in market interest rates.

Interest rate swaps are the primary type of derivative instrument that we use as part of our interest rate risk management strategy.

These derivatives hedge interest income variability of floating rate loans indexed to SOFR, as well as fair value changes of fixed rate time deposits and long-term debt.

These derivatives hedge interest income variability of floating rate loans indexed to secured overnight financing rate (“SOFR”), as well as fair value changes of fixed rate long-term debt.

Refer to Note 11—Derivative Financial Instruments for further information on our derivative portfolio.

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The below simulations assume an immediate 100 and 200 bps parallel increase and decrease from current interest rates.

Net Interest Income Sensitivity Simulation Analysis

NII Sensitivity Simulation Analysis

Estimated (Decrease) Increase in NII

Change in interest rate (bps) September 30, 2025 June 30, 2025 December 31, 2024

-200 (13.2) % (12.4) % (10.6) %

Change in interest rate (bps) March 31, 2026 December 31, 2025

-200 (12.1) % (11.3) %

1 unchanged sentence

+200 14.0 13.6

NII Sensitivity metrics at September 30, 2025, compared to December 31, 2024, were primarily affected by cash increase from deposit growth, debt issuances and investment runoff, as well as impacts from changes in forward rate curve expectations.

As of September 30, 2025, BancShares continues to have an asset sensitive interest rate risk profile and the potential exposure to forecasted earnings was largely due to the composition of the balance sheet (primarily due to floating rate commercial loans and cash), as well as estimates of modest future deposit betas.

Approximately 64% of our loans have floating contractual reference rates, indexed primarily to SOFR and the U.S.

Deposit betas are currently modeled to have a portfolio average of approximately 30%-40% over the twelve-month forecast horizon, including 45%-55% for interest-bearing non-maturity deposits.

NII Sensitivity metrics at March 31, 2026, compared to December 31, 2025, were primarily affected by deposit growth, resulting in a higher cash position and compositional changes, partially offset by impacts from increased hedges.

As of March 31, 2026, BancShares continues to have an asset sensitive interest rate risk profile and the potential exposure to forecasted earnings was largely due to the composition of the balance sheet (primarily due to floating rate commercial loans and cash), as well as estimates of modest future deposit betas.

65.6% of our loans have floating contractual reference rates, indexed primarily to SOFR and the U.S.

Deposit betas are currently modeled to have a portfolio average of 35%-40% over the twelve-month forecast horizon, including 50%-55% for interest-bearing non-maturity deposits.

Deposit beta is the portion of a change in the federal funds rate that is passed on to the deposit rate.

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As noted above, EVE Sensitivity supplements NII simulations as it estimates risk exposures beyond a twelve-month horizon.

EVE Sensitivity measures the change in the EVE due to changes in assets, liabilities, and off-balance sheet instruments in response to a change in interest rates.

EVE Sensitivity measures the change in EVE due to changes in assets, liabilities, and off-balance sheet instruments in response to a change in interest rates.

EVE Sensitivity was calculated by estimating the change in the net present value of assets, liabilities, and off-balance sheet items under various rate movements, including utilizing a dynamic rate level dependent modeling approach for our deposit attrition assumption.

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The below simulations assume an immediate 100 and 200 bps parallel increase and decrease from current interest rates and the estimated impact on our EVE profile based on our current modeling approach:

Economic Value of Equity Modeling Analysis

EVE Modeling Analysis

Estimated Increase (Decrease) in EVE

Change in interest rate (bps) September 30, 2025 June 30, 2025 December 31, 2024

-200 5.6 % 2.0 % 5.4 %

Change in interest rate (bps) March 31, 2026 December 31, 2025

-200 7.2 % 6.7 %

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Loan Maturity Distribution

dollars in millions At September 30 2025, Maturing

dollars in millions At March 31 2026, Maturing

One Year One to Five

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Years After 15 Years Total

Commercial construction $ 1,394 $ 3,759 $ 730 $ 43 $ 5,926

Owner occupied commercial mortgage 1,831 8,484 6,477 440 17,232

Non-owner occupied commercial mortgage 3,223 9,750 1,892 780 15,645

Commercial and industrial $ 12,831 $ 27,390 $ 4,749 $ 783 $ 45,753

Leases 641 1,349 76 — 2,066

Global fund banking 29,044 2,148 423 — 31,615

Capital call lines 31,762 512 — — 32,274

Owner occupied commercial mortgage 2,115 9,294 5,812 281 17,502

Investor dependent 1,217 1,497 — — 2,714

Commercial real estate 5,999 13,856 2,660 1,192 23,707

Total commercial 53,924 52,549 13,221 2,256 121,950

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Total loans and leases $ 55,333 $ 56,969 $ 22,315 $ 14,075 $ 148,692

As noted above, approximately 64% of our total loans have floating contractual reference rates, indexed primarily to SOFR and the U.S.

The following table provides information regarding fixed and variable interest rate loans and leases maturing one year or after, as of September 30, 2025:

As noted above, 65.6% of our total loans have floating contractual reference rates, indexed primarily to SOFR and the U.S.

The following table provides information regarding fixed and variable interest rate loans and leases maturing one year or after, as of March 31, 2026:

Fixed and Variable Interest Rate Loans

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Fixed Interest Rates Variable Interest Rates

Commercial construction $ 1,403 $ 3,129

Owner occupied commercial mortgage 13,484 1,917

Non-owner occupied commercial mortgage 6,198 6,224

Commercial and industrial $ 9,945 $ 22,977

Leases 1,419 6

Global fund banking 1 2,570

Capital call lines — 512

Owner occupied commercial mortgage 13,724 1,663

Investor dependent 5 1,492

Commercial real estate 7,897 9,811

Total commercial 31,571 36,455

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Liquidity Risk

Liquidity risk is the risk arising from BancShares being unable to meet its obligations as they come due because of an inability to:

(i) liquidate assets or obtain adequate funding, or (ii) unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions.

This may result in impairment of safety and soundness.

Our liquidity risk management and monitoring process is designed to ensure the availability of adequate cash and collateral resources and funding capacity to meet our obligations.

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Liquidity includes available cash and HQLS.

At September 30, 2025 we had $61.92 billion of high-quality liquid assets (26.5% of total assets) and $31.35 billion of contingent liquidity sources available.

Some of the more significant changes from December 31, 2024 included higher available cash level, due in part from deposit growth, maturing investment securities, and funds received in connection with the 2025 Debt Issuances.

Also, we increased our borrowing capacity under agreements with the FRB through expansion of the eligible loan population to targeted loans historically not pledged to the FRB.

As noted below, the draw period under the Advance Facility Agreement with the FDIC ended March 27, 2025, as of which date, FCB had no outstanding amounts under the facility.

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

At March 31, 2026 we had $60.72 billion of high-quality liquid assets (25.7% of total assets) and $30.29 billion of contingent liquidity sources available.

Some of the more significant changes from December 31, 2025 included higher available cash and HQLS due to balance sheet changes discussed above in “Executive Overview—Financial Performance Summary—Balance Sheet Highlights.”

dollars in millions March 31, 2026 December 31, 2025

Available cash

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FRB facility 12,944 12,962

FDIC facility (4)

Line of credit — 100 100

Total contingent sources $ 30,293 $ 30,737

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agency investment securities held outright or via reverse repurchase agreements.

(2) Current capacity is based on the amount of collateral pledged and available for use at September 30, 2025, June 30, 2025 and December 31, 2024.

(2) Current capacity is based on the amount of collateral pledged and available for use at March 31, 2026 and December 31, 2025.

(3) Refer to Table 49 for additional details.

(4) The Advance Facility Agreement with the FDIC was obtained in connection with SVBB Acquisition and the draw period ended on March 27, 2025.

We fund our operations through deposits and borrowings.

Our primary source of liquidity is derived from our various deposit channels, including our Branch Network and Direct Bank.

Total deposits at September 30, 2025 were $163.19 billion, an increase of $7.96 billion or 5% from $155.23 billion at December 31, 2024.

Total deposits at March 31, 2026 were $170.84 billion, an increase of $9.26 billion or 6% from $161.58 billion at December 31, 2025.

We use borrowings to diversify the funding of our business operations.

In addition to the Purchase Money Note and FHLB advances, borrowings also include senior unsecured notes, securities sold under customer repurchase agreements, and subordinated notes.

Total borrowings at September 30, 2025 were $38.68 billion, an increase of $1.62 billion or 4% from $37.05 billion at December 31, 2024.

The increase is primarily due to the 2025 Debt Issuances with aggregate principal amounts totaling $1.85 billion and partially offset by the Linked Quarter Debt Redemption with aggregate principal amounts totaling $350 million, as detailed in the “Interest-bearing Liabilities—Borrowings” section of this MD&A.

Total borrowings at March 31, 2026 were $33.96 billion, a decrease of $2.05 billion or 6% from $36.01 billion at December 31, 2025.

Refer to details of debt prepayments and issuance in the “Executive Overview—Recent Events” section of this MD&A.

We continually monitor our capital needs and market conditions in an effort to diversify our borrowing base and capital mix when appropriate.

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A source of available funds is advances from the FHLB of Atlanta.

We may pledge assets for secured borrowing transactions, which include borrowings from the FHLB and/or FRB, or for other purposes as required or permitted by law.

The debt issued in conjunction with these transactions is collateralized by certain discrete receivables, securities, loans, leases and/or underlying equipment.

We may pledge assets for secured borrowing transactions, which include borrowings from the FHLB or FRB, or for other purposes as required or permitted by law.

The debt issued in conjunction with these transactions is collateralized by certain discrete receivables, securities, loans, leases and underlying equipment.

Certain related cash balances are restricted.

FHLB Balances

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

dollars in millions March 31, 2026 December 31, 2025

Total borrowing capacity $ 18,799 $ 19,225

Advances — — —

Letters of credit (1)

1,450 700 1,450

Available capacity $ 17,349 $ 17,775

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(1) Letters of credit were established with the FHLB to collateralize public funds.

One of the letters of credit expired during the linked quarter and was replaced during the current quarter.

Under borrowing arrangements with the FRB, FCB has access to $13.33 billion on a secured basis.

We pledged additional loan collateral and increased our borrowing capacity under agreements with the FRB.

Under borrowing arrangements with the FRB, FCB has access to $12.94 billion on a secured basis at March 31, 2026.

Loans pledged are disclosed in Note 5—Loans and Leases.

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

FDIC Credit Facility

FCB and the FDIC entered into the Advance Facility Agreement, dated as of March 27, 2023, and effective as of November 20, 2023, providing 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 at the end of the draw period on March 27, 2025.

Refer to Note 2—Business Combinations for further discussion.

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

Contractual Obligations and Commitments

The following table includes significant contractual obligations and commitments as of September 30, 2025, representing required and potential cash outflows, including impacts from purchase accounting adjustments and deferred fees.

The following table includes significant contractual obligations and commitments as of March 31, 2026, representing required and potential cash outflows, including impacts from purchase accounting adjustments and deferred fees.

Refer to Note 19—Commitments and Contingencies for additional information regarding commitments.

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While scheduled principal payments are not required until maturity in March 2028, FCB may voluntarily prepay principal without a premium or penalty.

We will continue to monitor the interest rate environment and assess whether any voluntary prepayments are prudent considering the fixed rate of 3.50%.

At the time of voluntary prepayment or maturity, the interest rates for the potential interest-bearing sources of repayment could be higher than the 3.50% rate.

Refer to the respective “Deposits” and “Borrowings” discussions in the “Interest-bearing Liabilities” section of this MD&A for further details.

The Purchase Money Note is discussed further in Note 2—Business Combinations.

Counterparty Risk

We enter into interest rate and foreign exchange derivatives as part of our overall risk management practices and also on behalf of our clients.

We establish risk metrics and evaluate and manage the counterparty risk associated with these derivative instruments in accordance with the comprehensive Risk Management Framework and Risk Appetite Framework and Statement.

Counterparty credit exposure or counterparty risk is a primary risk of derivative instruments, relating to the ability of a counterparty to perform its financial obligations under the derivative contract.

We seek to control credit risk of derivative agreements through counterparty credit approvals, pre-established exposure limits and monitoring procedures, which are integrated with our cash and issuer related credit processes.

Derivative agreements for BancShares’ risk management purposes and for the hedging of client transactions are primarily executed with investment grade financial institutions, with others cleared through certain central party clearing houses.

Credit exposure is mitigated via the exchange of collateral between the counterparties covering mark-to-market valuations.

Client related derivative transactions, which are primarily related to lending activities, are incorporated into our loan underwriting and reporting processes.

Asset risk is a form of price risk that is a primary risk of our leasing businesses.

This relates to the risk to earning capital arising from changes in the value of owned leasing equipment.

Asset risk in our leasing business is evaluated and managed in the divisions and overseen by risk management processes.

In our asset-based lending business, we also use residual value guarantees to mitigate or partially mitigate exposure to end of lease residual value exposure on certain of our finance leases.

Our business process consists of:

(1) setting residual values at transaction inception, (2) systematic periodic residual value reviews, and (3) monitoring levels of residual realizations.

Residual realizations, by business and product, are reviewed as part of the quarterly financial and asset quality review.

Reviews for impairment are performed at least annually.

In combination with other risk management and monitoring practices, asset risk is monitored through reviews of the equipment markets, including utilization rates and traffic flows;

the evaluation of supply and demand dynamics;

the impact of new technologies;

and changes in regulatory requirements on different types of equipment.

At a high level, demand for equipment is correlated with GDP growth trends for the markets the equipment serves, as well as the more immediate conditions of those markets.

Cyclicality in the economy and shifts in trade flows due to specific events represent risks to the earnings that can be realized by these businesses.

In the Rail segment, BancShares seeks to mitigate these risks by maintaining a relatively young fleet of assets, which can bolster attractive lease and utilization rates.

As noted earlier in “Executive Overview—Recent Events,” FCB made prepayments of the Purchase Money Note in the first quarter of 2026 totaling $2.50 billion and previously made a prepayment of $2.49 billion in December 2025.

We expect monthly prepayments to be at least $500 million throughout 2026.

Potential sources that could fund voluntary prepayments or the amount due at maturity include excess liquidity (primarily comprised of interest-earning deposits at banks and proceeds from maturities and paydowns of investment securities), deposit growth including brokered deposits, loan sales or securitizations, FHLB advances, and issuance of perpetual preferred stock, unsecured debt or other borrowings.

At the time of any further voluntary prepayment or maturity, the interest rates for the potential interest-bearing sources of prepayment could be higher than the 3.50% rate.

Refer to the respective “Deposits” and “Borrowings” discussions in the “Balance Sheet Analysis—Interest-bearing Liabilities” section of this MD&A for further details.

Capital requirements applicable to BancShares are discussed in the “Regulatory Considerations” section in Item 1.

Business of the 2024 Form 10-K, including a discussion of an NPR issued on July 27, 2023 by the federal banking agencies regarding enhanced capital requirements .

We will continue to monitor the status of the NPR.

BancShares’ total consolidated assets are between $100 billion and $250 billion, and, as such, BancShares is required to comply with certain enhanced prudential standards applicable to Category IV banking organizations, subject to the applicable transition periods.

Additionally, an NPR released by federal banking agencies on August 29, 2023, could change the long-term debt requirements for banks with total consolidated assets of $100 billion or more.

If this NPR is finalized as proposed, we expect we would need to issue additional long-term debt to satisfy the requirements.

For further discussion, refer to the section entitled “Regulatory Considerations—Enhanced Prudential Standards—Proposed Long-Term Debt & Clean Holding Company Requirements” in Item 1.

Business of the 2025 Form 10-K .

BancShares maintains a comprehensive capital adequacy process.

BancShares establishes internal capital risk limits and warning thresholds, which utilize Risk-Based and Leverage-Based Capital calculations, internal and external early warning indicators, its capital planning process, and stress testing to evaluate BancShares' capital adequacy for multiple types of risk in both normal and stressed environments.

The capital management framework requires contingency plans be defined and may be employed at management’s discretion.

Common and Preferred Stock Dividends

During the first three quarters of 2025, we paid quarterly dividends of $1.95 per share on the Class A common stock and Class B common stock.

In October 2025, the Board declared a quarterly dividend on the Class A common stock and Class B common stock of $2.10 per common share.

The dividends are payable on December 15, 2025 to stockholders of record as of November 28, 2025.

During the first three quarters of 2025, we paid quarterly dividends on our Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as disclosed in Note 12—Stockholders' Equity.

In October 2025, the Board declared dividends on our Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock in accordance with their terms.

The dividends are payable on December 15, 2025.

During the current quarter, we paid quarterly dividends of $2.10 per share on the Class A common stock and Class B common stock.

In April 2026, the Board declared a quarterly dividend on the Class A common stock and Class B common stock of $2.10 per common share.

The dividends are payable on June 15, 2026 to stockholders of record as of May 29, 2026.

During the current quarter, we paid quarterly dividends on our Series A, Series B, Series C, and Series D Preferred Stock as disclosed in Note 13—Stockholders' Equity.

In April 2026, the Board declared dividends on our Series A, Series B, Series C, Series D, and Series E Preferred Stock in accordance with their terms.

The dividends are payable on June 15, 2026.

Capital Composition and Ratios

As discussed earlier in the “Recent Events” section of this MD&A, the Board authorized the 2024 SRP and the new 2025 SRP that permitted repurchases upon completion of the 2024 SRP.

During the current quarter and current YTD, we repurchased 457,350 and 1,098,992 shares, respectively.

Repurchases under the 2025 SRP commenced in September 2025 upon the completion of the 2024 SRP in August 2025.

Refer to the “Recent Events” section above for more information and Part II, Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds for our monthly repurchase activity during the current quarter.

The following table details the change in outstanding Class A common stock through September 30, 2025.

As discussed earlier in the “Executive Overview—Recent Events” section of this MD&A, during the current quarter, we repurchased 449,845 shares of our Class A common stock.

Refer to Part II, Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds for additional information regarding repurchases of Class A common stock for current quarter monthly repurchase activity.

The following table summarizes the change in outstanding Class A common stock through March 31, 2026.

Refer to Note 13—Stockholders' Equity for additional information.

Changes in Shares of Class A Common Stock Outstanding

Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Class A common stock shares outstanding at beginning of period 11,133,974

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Class A common stock shares outstanding at end of period 10,684,129

We also had 1,005,185 Class B common stock outstanding at September 30, 2025 and December 31, 2024.

We also had 1,005,185 Class B common stock outstanding at March 31, 2026 and December 31, 2025.

We are committed to effectively managing our capital to protect our depositors, creditors and stockholders.

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Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on our operations or consolidated financial statements.

In accordance with GAAP, the unrealized gains and losses on certain assets and liabilities, net of deferred taxes, are included in accumulated other comprehensive loss within stockholders’ equity.

In accordance with GAAP, the unrealized gains and losses on certain assets and liabilities, net of deferred taxes, are included in AOCI within stockholders’ equity.

These amounts are excluded from the calculation of our regulatory capital ratios under current regulatory guidelines.

Refer to details of Basel III proposals in the “Executive Overview—Recent Events” section of this MD&A.

Analysis of Capital Adequacy

dollars in millions Basel III Requirements PCA Well Capitalized Thresholds September 30, 2025 June 30, 2025 December 31, 2024

Amount Ratio Amount Ratio Amount Ratio Adjusted Ratio (1)

dollars in millions Basel III Requirements PCA Well Capitalized Thresholds March 31, 2026 December 31, 2025

Amount Ratio Amount Ratio

Risk-based capital ratios

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Common equity Tier 1 7.00 6.50 19,869 10.83 20,285 11.15

Tier 1 leverage ratio 4.00 5.00 21,524 9.34 21,896 9.62 22,137 9.90 n/a (2)

Tier 1 leverage ratio 4.00 5.00 21,634 9.30 21,660 9.29

Risk-based capital ratios

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Common equity Tier 1 7.00 6.50 23,064 12.59 22,796 12.55

Tier 1 leverage ratio 4.00 5.00 21,876 9.51 22,289 9.81 21,852 9.78 n/a (2)

(1) Adjusted capital ratios exclude the impact of the FDIC Shared-Loss Agreement and are considered non-GAAP measures.

Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

(2) The adjusted tier 1 leverage ratio is not applicable because the FDIC Shared-Loss Agreement did not impact the tier 1 leverage ratio.

A s of September 30, 2025, BancShares and FCB had risk-based capital ratio conservation buffers of 6.05% and 5.51%, respectively, which are in excess of the Basel III conservation buffer of 2.50%.

As of December 31, 2024, BancShares and FCB’s risk-based capital ratio conservation buffers were 7.04% and 6.66%, respectively.

The capital ratio conservation buffers represent the excess of the regulatory capital ratios as of September 30, 2025 and December 31, 2024 over the Basel III minimum for the applicable ratio.

Tier 1 leverage ratio 4.00 5.00 23,064 9.93 22,796 9.79

A s of March 31, 2026, BancShares and FCB had total risk-based capital ratio conservation buffers of 5.51% and 5.59%, respectively, which are in excess of the Basel III conservation buffer of 2.50%.

As of December 31, 2025, BancShares and FCB’s total risk-based capital ratio conservation buffers were 5.71% and 5.62%, respectively.

The capital ratio conservation buffers represent the excess of the regulatory capital ratios as of March 31, 2026 and December 31, 2025 over the Basel III minimum for the applicable ratio.

Additional Tier 1 capital for BancShares includes perpetual preferred stock.

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The Board of Directors of FCB may approve distributions, including dividends, as it deems appropriate, subject to the requirements of the FDIC and the General Statutes of North Carolina, provided that the distributions do not reduce the regulatory capital ratios below the applicable requirements.

FCB could have paid additional dividends to the Parent Company in the amount of $6.21 billion while continuing to meet the requirements for well capitalized banks at September 30, 2025.

Dividends declared by FCB and paid to the Parent Company amounted to $1.68 billion for the nine months ended September 30, 2025.

FCB could have paid additional dividends to the Parent Company in the amount of $6.58 billion while continuing to meet the requirements for well capitalized banks at March 31, 2026.

Dividends declared by FCB and paid to the Parent Company amounted to $300 million for the quarter ended March 31, 2026.

Payment of dividends is made at the discretion of FCB’s Board of Directors and may be contingent upon satisfactory earnings as well as projected capital needs.

Termination of the Shared-Loss Agreement with the FDIC

The risk-based capital ratios of FCB and BancShares for periods in which the Shared-Loss Agreement (as defined in Note 2—Business Combinations) was effective were calculated using favorable risk-weighted assets (“RWA”) assumptions permissible for Covered Assets (as defined in Note 2—Business Combinations in our 2024 Form 10-K).

FCB and the FDIC entered into the Shared-Loss Termination Agreement on April 7, 2025 (the “Shared-Loss Termination Date”) as further discussed in the “Recent Events” section of this MD&A.

FCB and BancShares are not permitted after the Shared-Loss Termination Date to apply the favorable RWA assumptions to assets that were previously Covered Assets under the Shared-Loss Agreement.

The table above includes risk-based capital ratios as of December 31, 2024, both including and excluding the impact of the Shared-Loss Agreement to illustrate the approximated decreases in the risk-based capital ratios as a result of entering into the Shared-Loss Termination Agreement.

Refer to the “Non-GAAP Financial Measurements” section of this MD&A for further discussion.

CRITICAL ACCOUNTING ESTIMATES

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The ALLL is considered a critical accounting estimate.

For more information regarding the ALLL, refer to the “Credit Risk— ALLL Methodology” section of this MD&A and Note 5—Allowance for Loan and Lease Losses.

For more information regarding the ALLL, refer to the “Risk Management—Credit Risk—ALLL Methodology” section of this MD&A and Note 6—Allowance for Loan and Lease Losses.

RECENT ACCOUNTING PRONOUNCEMENTS

The following Accounting Standards Updates (“ASUs”) were issued by the Financial Accounting Standards Board but are not yet effective for BancShares:

Standard Summary of Guidance Effect on BancShares’ Financial Statements

ASU 2023-09—Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

Issued December 2023

This ASU enhances income tax disclosure requirements primarily by requiring disclosure of specific categories in the rate reconciliation table and disaggregation of income taxes paid by jurisdiction.

Effective for BancShares beginning with our financial statements for the year ending December 31, 2025.

BancShares expects to apply the requirements retrospectively.

Implementation of this disclosure-only ASU is not expected to have a material impact on our financial statements.

The following Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board are not yet effective for BancShares.

Refer to Note 1—Significant Accounting Policies and Basis of Presentation for descriptions of ASUs that were adopted as of January 1, 2026.

ASU Summary Effective Date and Expected Impact

ASU 2024-03—Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

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This ASU enhances expense disclosures, primarily by requiring footnote disaggregation of specified expenses in a tabular format.

The ASU does not change the requirements for the presentation of expenses on the face of the income statement.

Effective for BancShares beginning with our financial statements for the year ending December 31, 2027.

Early adoption is permitted.

The guidance may be applied prospectively or retrospectively.

We are currently evaluating the impact of this ASU on our footnote disclosures.

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 current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and current contract assets.

Effective for BancShares for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual periods.

This ASU does not change the requirements for the presentation of expenses on the consolidated statements of income.

This ASU is effective for annual reporting periods

beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

If elected, the optional practical expedient is applied prospectively.

We are currently evaluating the impact of this ASU on our financial statements and footnote disclosures.

This ASU may be applied prospectively or retrospectively.

We are currently evaluating the impact of this ASU on our notes to the consolidated financial statements.

We do not plan to early adopt this ASU.

ASU 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software Issued September 2025 This ASU amends certain aspects of the accounting for and disclosure of internal-use software costs.

This ASU also includes improvements to the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future.

The ASU also clarifies the criteria that must be met for entities to begin capitalizing software costs.

Effective for BancShares for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Targeted Improvements to the Accounting for Internal-Use Software Issued September 2025 This ASU amends certain aspects of the accounting for internal-use software.

This ASU eliminated references to software development stages, which were previously determinants of whether internal-use software costs should be capitalized.

This ASU also provided more specific criteria to assess when determining whether internal-use software costs should be capitalized.

This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The guidance may be applied using either a prospective, retrospective, or modified transition approach.

We are currently evaluating the impact of this ASU on our financial statements and footnote disclosures.

This ASU may be applied using either a prospective, retrospective, or modified transition approach.

We are currently evaluating the impact of this ASU on our consolidated financial statements.

We did not early adopt this ASU on January 1, 2026, but are considering whether we may early adopt on January 1, 2027.

ASU 2025-09—Derivatives and Hedging (Topic 815)—Hedge Accounting Improvements Issued November 2025 This ASU clarified certain aspects of hedge accounting to better reflect the economics of risk management activities.

For example, this ASU eliminated the requirement that a group of interest payments be based on the same index in order to be hedged as a group, and provided more flexibility for grouping transactions with similar risks for cash flow hedges.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted on any date on or after the issuance date of this ASU.

Entities are required to apply this ASU on a prospective basis for all hedging relationships.

We are currently evaluating the impact of this ASU on our consolidated financial statements and considering whether we may early adopt during 2026.

NON-GAAP FINANCIAL MEASUREMENTS

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We describe each of these measures below and explain why we believe the measure to be useful.

PPNR is a non-GAAP measure of profit or loss calculated as net income plus the provision for credit losses and income tax expense (benefit).

PPNR is a measure of segment profit or loss that is meaningful because it enables management and external users of financial statements to assess income before income taxes excluding the provision for credit losses, which can be more volatile when economic conditions are more dynamic.

The following table provides a reconciliation of net income, the comparable GAAP measure, to PPNR:

dollars in millions Three Months Ended September 30, 2025

General Bank Commercial Bank SVB Commercial Rail Corporate Total BancShares

Net income (GAAP) $ 320 $ 18 $ 175 $ 17 $ 38 $ 568

provision for credit losses 1 168 22 — — 191

income tax expense (benefit) 109 6 58 5 5 183

PPNR (non-GAAP) $ 430 $ 192 $ 255 $ 22 $ 43 $ 942

Three Months Ended June 30, 2025

General Bank Commercial Bank SVB Commercial Rail Corporate Total BancShares

Net income (GAAP) $ 294 $ 102 $ 136 $ 19 $ 24 $ 575

provision for credit losses 13 47 55 — — 115

income tax expense (benefit) 101 35 47 6 (6) 183

PPNR (non-GAAP) $ 408 $ 184 $ 238 $ 25 $ 18 $ 873

Three Months Ended September 30, 2024

General Bank Commercial Bank SVB Commercial Rail Corporate Total BancShares

Net income (GAAP) $ 202 $ 124 $ 187 $ 20 $ 106 $ 639

provision for credit losses 55 11 51 — — 117

income tax expense 99 41 75 8 11 234

PPNR (non-GAAP) $ 356 $ 176 $ 313 $ 28 $ 117 $ 990

Nine Months Ended September 30, 2025

General Bank Commercial Bank SVB Commercial Rail Corporate Total BancShares

Net income (GAAP) $ 867 $ 163 $ 477 $ 58 $ 61 $ 1,626

provision for credit losses 60 300 100 — — 460

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

PPNR (non-GAAP) $ 1,225 $ 519 $ 739 $ 77 $ 60 $ 2,620

Nine Months Ended September 30, 2024

General Bank Commercial Bank SVB Commercial Rail Corporate Total BancShares

Net income (GAAP) $ 655 $ 359 $ 594 $ 70 $ 399 $ 2,077

provision for credit losses 113 70 93 — — 276

income tax expense 270 127 235 27 120 779

PPNR (non-GAAP) $ 1,038 $ 556 $ 922 $ 97 $ 519 $ 3,132

Net Rental Income on Operating Lease Equipment for Commercial Bank and Rail Segments

Net rental income on operating lease equipment is a non-GAAP measure calculated as rental income on operating lease equipment less depreciation on operating lease equipment, as well as maintenance and other operating lease expenses, if any.

Presentation of net rental income for the Commercial Bank and Rail segments also results in the noninterest income, noninterest expense, and revenue subtotals being presented net of depreciation and maintenance.

These measures are meaningful because they enable management to monitor the performance and profitability of operating leases after deducting direct expenses.

Adjusted Rental Income on Operating Lease Equipment for Commercial Bank and Rail Segments

Commercial Bank segment net income, rental income on operating lease equipment, and adjusted rental income on operating lease equipment are utilized to measure profitability.

Adjusted rental income on operating lease equipment is a non-GAAP measure calculated as rental income on operating lease equipment less depreciation on operating lease equipment, as well as maintenance and other operating lease expenses, if any.

This measure is meaningful because it enables management to monitor the performance and profitability of operating leases after deducting direct expenses.

The following tables reconcile the most comparable GAAP measures to the non-GAAP measures for the Commercial Bank and Rail segments.

Commercial Bank Segment

dollars in millions Three Months Ended Nine Months Ended

September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

dollars in millions Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Rental income on operating leases (GAAP) $ 55 $ 55 $ 56

depreciation on operating lease equipment a 43 44 47 131 141

Net rental income on operating lease equipment (non-GAAP) $ 11 $ 10 $ 10 $ 33 $ 31

Total noninterest income (GAAP) b $ 155 $ 152 $ 136 $ 432 $ 411

Noninterest income, net of depreciation (non-GAAP) b-a 112 108 89 301 270

Total revenue (GAAP) c 458 451 441 1,327 1,327

Revenue, net of depreciation (non-GAAP) c-a 415 407 394 1,196 1,186

Total noninterest expense (GAAP) d 266 267 265 808 771

Noninterest expense, net of depreciation (non-GAAP) d-a 223 223 218 677 630

Rail segment net income, rental income on operating lease equipment and net rental income on operating lease equipment are utilized to measure profitability.

Net rental income on operating lease equipment is calculated as rental income on operating lease equipment reduced by depreciation, maintenance and other operating lease expenses.

Due to the nature of our portfolio, which is essentially all operating lease equipment, certain financial measures commonly used by banks, such as NII, are not as meaningful for this segment.

NII is not used because it includes the impact of debt costs funding our operating lease assets but excludes the associated net rental income.

dollars in millions Three Months Ended Nine Months Ended

September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

depreciation on operating lease equipment 43 44 44

Adjusted rental income on operating lease equipment (non-GAAP) $ 12 $ 11 $ 12

Rail segment net income, rental income on operating lease equipment and adjusted rental income on operating lease equipment are utilized to measure profitability.

Adjusted rental income on operating lease equipment is calculated as rental income on operating lease equipment reduced by depreciation, maintenance and other operating lease expenses.

This measure is meaningful because it enables management to monitor the performance and profitability of operating leases after deducting direct expenses.

Due to the nature of the Rail segment portfolio, which is essentially all operating lease equipment, certain financial measures commonly used by banks, such as NII, are not as meaningful for the Rail segment.

NII is not used because it includes the impact of debt costs funding our operating lease assets but excludes the associated adjusted rental income.

dollars in millions Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

Rental income on operating leases (GAAP) $ 226 $ 226 $ 214

depreciation on operating lease equipment a 55 56 52 165 152

maintenance and other operating lease expenses b 67 55 59 180 164

Net rental income on operating lease equipment (non-GAAP) $ 97 $ 107 $ 94 $ 306 $ 288

Total noninterest income (GAAP) c $ 221 $ 221 $ 207 $ 658 $ 612

Noninterest income, net of depreciation and maintenance (non-GAAP) c-a-b 99 110 96 313 296

Total revenue (GAAP) d 166 168 159 498 476

Revenue, net of depreciation and maintenance (non-GAAP) d-a-b 44 57 48 153 160

Total noninterest expense (GAAP) e 144 143 131 421 379

Noninterest expense, net of depreciation and maintenance (non-GAAP) e-a-b 22 32 20 76 63

NII, NIM, and Interest and Fees on Loans, Excluding PAA

NII and NIM, excluding PAA, and interest and fees on loans, excluding loan PAA are meaningful metrics as they allow management to analyze NII, NIM and loan interest income trends more directly related to the rates of the underlying interest-earning assets and interest-bearing liabilities.

depreciation on operating lease equipment 58 58 54

maintenance and other operating lease expenses 65 64 58

Adjusted rental income on operating lease equipment (non-GAAP) $ 103 $ 104 $ 102

NII, NIM, and Interest Income on Loans and Leases, Excluding PAA

NII and NIM, excluding PAA, and interest income on loans and leases, excluding loan PAA are meaningful metrics as they allow management to analyze NII, NIM and loan and lease interest income trends more directly related to the rates of the underlying interest-earning assets and interest-bearing liabilities.

Loan PAA is primarily related to the loan discount in the SVBB Acquisition.

Other PAA is primarily related to the discount on the Purchase Money Note and the premium on deposits assumed in the merger with CIT Group Inc.

The following table reconciles NII to NII, excluding PAA, NIM to NIM, excluding PAA, and interest and fees on loans to interest and fees on loans, excluding loan PAA:

NII, NIM, and Interest and Fees on Loans, Excluding PAA

dollars in millions Three Months Ended Nine Months Ended

September 30, 2025 June 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

The following table reconciles NII to NII, excluding PAA, NIM to NIM, excluding PAA, and interest income on loans and leases to interest income on loans and leases, excluding loan PAA:

NII, NIM, and Interest Income on Loans and Leases, Excluding PAA

dollars in millions Three Months Ended

March 31, 2026 December 31, 2025 March 31, 2025

NII (GAAP) a $ 1,621 $ 1,722 $ 1,663

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Annualized NII f = a annualized $ 6,575 $ 6,834 $ 6,744

Annualized NII, excluding PAA g = e annualized 6,637 6,533 6,746 6,537 6,726

Annualized NII, excluding PAA (non-GAAP) g = e annualized 6,416 6,640 6,439

Average interest-earning assets h $ 212,552 $ 213,294 $ 206,028

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NIM, excluding PAA (non-GAAP) g/h 3.01 3.11 3.12

Interest and fees on loans (GAAP) $ 2,300 $ 2,270 $ 2,430 $ 6,806 $ 7,206

Interest income on loans and leases (GAAP) $ 2,206 $ 2,290 $ 2,236

loan PAA b 48 59 84

Interest and fees on loans, excluding loan PAA (non-GAAP) $ 2,229 $ 2,195 $ 2,323 $ 6,576 $ 6,791

Adjusted Risk-Based Capital Ratios

FCB and the FDIC entered into the Shared-Loss Termination Agreement on April 7, 2025, after which time FCB and BancShares were no longer permitted to apply favorable RWA assumptions to the Covered Assets under the Shared-Loss Agreement.

Adjusted risk-based capital ratios exclude the favorable impact of the Shared-Loss Agreement and are meaningful metrics as these ratios are expected to decrease in future periods.

The following table reconciles the Shared-Loss Agreement impact to the total risk-based, CET1 and tier 1 capital ratios of BancShares and FCB:

Adjusted Risk-Based Capital Ratios

December 31, 2024

BancShares FCB

Risk-weighted assets (GAAP) a $ 163,615 $ 163,493

impact of FDIC Shared-Loss Agreement 8,813 8,813

Adjusted risk-weighted assets (non-GAAP) b $ 172,428 $ 172,306

Total Risk-Based Capital Ratio

Total risk-based capital c $ 24,610 $ 23,975

Total risk-based capital ratio (GAAP) c/a 15.04 % 14.66 %

impact of FDIC Shared-Loss Agreement 0.77 0.75

Adjusted total risk-based capital ratio (non-GAAP) c/b 14.27 % 13.91 %

CET1 Capital Ratio

CET1 capital d $ 21,256 $ 21,852

CET1 capital ratio (GAAP) d/a 12.99 % 13.37 %

impact of FDIC Shared-Loss Agreement 0.66 0.69

Adjusted CET1 capital ratio (non-GAAP) d/b 12.33 % 12.68 %

Tier 1 Risk-Based Capital Ratio

Tier 1 risk-based capital e $ 22,137 $ 21,852

Tier 1 risk-based capital ratio (GAAP) e/a 13.53 % 13.37 %

impact of FDIC Shared-Loss Agreement 0.69 0.69

Adjusted tier 1 risk-based capital ratio (non-GAAP) e/b 12.84 % 12.68 %

Interest income on loans and leases, excluding loan PAA (non-GAAP) $ 2,158 $ 2,231 $ 2,152

Forward-Looking Statements

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Many possible events or factors could affect BancShares’ future financial results and performance and could cause actual results, performance or achievements of BancShares to differ materially from any anticipated results expressed or implied by such forward-looking statements.

Such risks and uncertainties include, among others, general competitive, economic (including the imposition of tariffs or trade barriers on trading partners), political (including impacts of the U.S.

government shutdown), geopolitical (including conflicts in Ukraine and the Middle East), natural disasters and market conditions, including changes in competitive pressures among financial institutions and the impacts related to or resulting from previous bank failures, the risks and impacts of future bank failures and other volatility in the banking industry, public perceptions of our business practices, including our deposit pricing and acquisition activity, the financial success or changing conditions or strategies of BancShares’ vendors or customers, including changes in demand for deposits, loans and other financial services, fluctuations in interest rates, changes in the quality or composition of BancShares’ loan or investment portfolio, actions of government regulators, including interest rate decisions by the Federal Reserve, changes to estimates of future costs and benefits of actions taken by BancShares, BancShares’ ability to maintain adequate sources of funding and liquidity, the potential impact of decisions by the Federal Reserve on BancShares’ capital plans, adverse developments with respect to U.S.

or global economic conditions, including significant turbulence in the capital or financial markets, the impact of any sustained or elevated inflationary environment, the impact of any cyberattack, information or security breach, the impact of implementation and compliance with current or proposed laws, regulations and regulatory interpretations, including potential increased regulatory requirements, limitations, and costs, such as FDIC special assessments, increases to FDIC deposit insurance premiums and the proposed interagency rule on regulatory capital, along with the risk that such laws, regulations and regulatory interpretations may change, the availability of capital and personnel, and the risks associated with BancShares’ previously completed acquisition transactions, the pending BMO Branch Acquisition, or any future transactions.

Such risks and uncertainties include, among others, general competitive, economic (including the imposition of tariffs, retaliatory tariff measures, trade barriers on trading partners, and supply chain disruptions), political (including impacts of any U.S.

government shutdown), geopolitical events (including conflicts or developments in Ukraine, the Middle East, and Latin America), natural disasters and market conditions, including changes in competitive pressures among financial institutions and the impacts related to or resulting from previous bank failures, the risks and impacts of future bank failures and other volatility in the banking industry, public perceptions of our business practices, including our deposit pricing and acquisition activity, the financial success or changing conditions or strategies of BancShares’ vendors or customers, including changes in demand for deposits, loans and other financial services, fluctuations in interest rates, changes in the quality or composition of BancShares’ loan or investment portfolio, actions of government regulators, including interest rate decisions by the Federal Reserve, changes to estimates of future costs and benefits of actions taken by BancShares, BancShares’ ability to maintain adequate sources of funding and liquidity, the potential impact of decisions by the Federal Reserve on BancShares’ capital plans, adverse developments with respect to U.S.

or global economic conditions, including significant turbulence in the capital or financial markets, the impact of any sustained or elevated inflationary environment, the impact of any cyberattack, information or security breach, the impact of implementation and compliance with current or proposed laws, regulations and regulatory interpretations, including potential increased regulatory requirements, limitations, and costs, such as FDIC special assessments, increases to FDIC deposit insurance premiums, changes in regulatory capital requirements, or limitations on credit card interest rates, along with the risk that such laws, regulations and regulatory interpretations may change, the availability of capital and personnel, and the risks associated with BancShares’ previously completed acquisition transactions, the pending BMO Branch Acquisition, or any future transactions.

BancShares’ 2025 SRP allows BancShares to repurchase shares of its Class A common stock through 2026.

3 unchanged sentences

Except to the extent required by applicable laws or regulations, BancShares disclaims any obligation to update forward-looking statements or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments.

Additional factors which could affect the forward-looking statements can be found in the 2024 Form 10-K and BancShares’ other filings with the Securities and Exchange Commission.

Additional factors which could affect the forward-looking statements may be included in BancShares’ other filings with the Securities and Exchange Commission.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis