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Item 2. Management’s Discussion and Analysis

2025-08-06 compared with 2025-05-07 · 389 added, 180 removed, 678 unchanged (46% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This MD&A represents an overview of and highlights material changes to our financial condition and consolidated results of operations at and for the three-month periods ended March 31, 2025 and 2024.

This MD&A represents an overview of and highlights material changes to our financial condition and consolidated results of operations at and for the six-month periods ended June 30, 2025 and 2024.

This MD&A should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained herein and our 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025.

Our results of operations for the three months ended March 31, 2025 are not necessarily indicative of results expected for the full year.

Our results of operations for the six months ended June 30, 2025 are not necessarily indicative of results expected for the full year.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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Forward‑looking statements are those that do not relate to historical facts and that are based on current assumptions, beliefs, estimates, expectations and projections, many of which, by their nature, are inherently uncertain and beyond our control.

Forward-looking statements may relate to various matters, including our financial condition, results of operations, plans, objectives, future performance, business or industry, and usually can be identified by the use of forward-looking words, such as “anticipates,” “assumes,” “believes,” “can,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “likely,” “may,” “might,” “objective,” “plans,” “potential,” “projects,” “remains,” “should,” “target,” “trend,” “will,” “would,” or similar words or expressions or variations thereof, and the negative thereof, but these terms are not the exclusive means of identifying such statements.

Forward-looking statements may relate to various matters, including our financial condition, results of operations, plans, objectives, future performance, business or industry, and usually can be identified by the use of forward-looking words, such as “anticipates,” “assumes,” “believes,” “can,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “likely,” “may,” “might,” “objective,” “plans,” “positioned,” “potential,” “projects,” “remains,” “should,” “target,” “trend,” “will,” “would,” or similar words or expressions or variations thereof, and the negative thereof, but these terms are not the exclusive means of identifying such statements.

You should not place undue reliance on forward-looking statements, as they are subject to risks and uncertainties, including, but not limited to, those described below.

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• the financial soundness of other financial institutions and the impact of volatility in the banking sector on us;

• changes and instability in economic conditions and financial markets, in the regions in which we operate or otherwise, including a contraction of economic activity and economic downturn;

• changes and instability in economic conditions and financial markets, in the regions in which we operate or otherwise, including a contraction of economic activity, economic downturn or uncertainty and international conflict;

• our ability to continue to invest in technological improvements as they become appropriate or necessary;

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You should treat forward-looking statements as speaking only as of the date they are made and based only on information then actually known to us.

We do not undertake, and specifically disclaim any obligation, to update or revise any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.

We do not undertake, and specifically disclaims any obligation, to update or revise any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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Reconciliations of non-GAAP operating measures to the most directly comparable GAAP financial measures are included later in this Report under the heading “Reconciliations of Non-GAAP Financial Measures and Key Performance Indicators to GAAP”.

Management believes certain items (e.g.

FDIC special assessment) are not organic to running our operations and facilities.

Management believes certain items (e.g., FDIC special assessment) are not organic to running our operations and facilities.

These items are considered significant items impacting earnings as they are deemed to be outside of ordinary banking activities.

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FINANCIAL SUMMARY

Net income available to common shareholders for the first quarter of 2025 was $116.5 million, or $0.32 per diluted common share, compared to net income available to common shareholders for the first quarter of 2024 of $116.3 million, or $0.32 per diluted common share.

On an operating basis, earnings per diluted common share (non-GAAP) was $0.32 for the first quarter of 2025, with no significant items impacting earnings, while the first quarter of 2024 was $0.34, excluding $0.02 of significant items impacting earnings.

Our tangible book value per common share (non-GAAP) grew 12.3% year-over-year to $10.83 and we produced a record CET1 regulatory capital ratio at 10.7% and tangible common equity to tangible assets ratio (non-GAAP) at 8.4%.

During the first quarter, we generated sequential and year-over-year revenue growth with net interest income expansion and solid non-interest income which benefited from the continuous strategic investments made to develop and expand high-value advisory businesses.

The first quarter’s annualized loan and deposit growth of 3.5% and 1.4%, respectively, in a seasonally slower quarter, demonstrated our successful focus on leveraging our technology and digital banking platform to enhance the customer experience and drive primacy.

Our comprehensive and conservative approach to credit risk management led to strong and stable asset quality with net-charge-offs at a solid 0.15%.

We remain prepared for a broad range of economic scenarios given our diversified and granular deposit base, consistent and conservative underwriting, solid capital and liquidity levels and sound risk management policies and governance.

Net income available to common shareholders for the second quarter of 2025 was $130.7 million, or $0.36 per diluted common share.

Comparatively, second quarter of 2024 net income available to common shareholders totaled $123.0 million ($123.7 million on an operating basis (non-GAAP)), or $0.34 per diluted common share.

We reported strong second quarter results, generating earnings per diluted common share of $0.36 with record revenue of $438.2 million, a 6.5% linked-quarter increase, principally driven by growth in net interest income and non-interest income.

Our CET1 ratio of 10.8% and tangible common equity to tangible assets ratio (non-GAAP) of 8.5% were both at record levels, tangible book value per common share (non-GAAP) increased 13% year-over-year, while we still produced a solid return on tangible common equity ratio (non-GAAP) of 13.6%.

Balance sheet growth was solid with linked-quarter annualized average loan and deposit growth of 5.3% and 1.7%, respectively, benefiting from our diverse geographic footprint.

Our consistent underwriting standards and proactive credit risk management actions led to continued strong credit results for the quarter with non-performing loans declining $44 million, or 27.5%, from the prior quarter.

Income Statement Highlights

• Net interest income totaled $323.8 million, an increase of $1.6 million, or 0.5%, from the prior quarter, primarily due to a lower cost of funds more than offsetting the impact of lower yields on earning assets and two less days in the current quarter.

The FOMC lowered the target Federal Funds interest rate by 100 basis points in the latter half of 2024.

• On a linked-quarter basis, the net interest margin (FTE) (non-GAAP) remained stable down only 1 basis point to 3.03%, reflecting an 11 basis point decline in the total yield on earning assets (non-GAAP) and a 10 basis point decrease in the total cost of funds.

• The provision for credit losses was $17.5 million, a decrease of $4.8 million from the prior quarter, with net charge-offs of $12.5 million, or 0.15% annualized of total average loans, compared to $20.6 million, or 0.24% annualized, in the prior quarter.

• Non-interest income totaled $87.8 million, a slight decrease of 0.1% from the year-ago quarter, benefiting from our diversified business model and related revenue generation, including record wealth management revenues, which offset lower capital markets income due to lower commercial customer activity in the current macroeconomic environment.

• The efficiency ratio (non-GAAP) was seasonally higher but remained at a solid level of 58.5%, compared to 56.0% for the year-ago quarter and 56.9% for the prior quarter.

• Net interest income totaled a record $347.2 million, an increase of $23.4 million, or 7.2%, from the prior quarter, primarily due to higher yields on earning assets, lower cost of funds and one more day in the current quarter.

• On a linked-quarter basis, the net interest margin (FTE) (non-GAAP) increased 16 basis points to 3.19%, reflecting a 10 basis point improvement in the total yield on earning assets (non-GAAP) and a 6 basis point improvement in the total cost of funds.

• The provision for credit losses was $25.6 million, an increase of $8.1 million from the prior quarter, with net charge-offs of $21.8 million, or 0.25% annualized of total average loans, compared to $12.5 million, or 0.15% annualized, in the prior quarter, reflecting continued proactive management of the loan portfolio.

• Non-interest income totaled a record $91.0 million, an increase of 3.5% from the year-ago quarter, benefiting from our diversified business model and related revenue generation, including a 34.1% and 5.2% increase in capital markets and wealth management revenue, respectively.

• The efficiency ratio (non-GAAP) remained at a solid level of 54.8%, compared to 54.4% for the year-ago quarter and down from the seasonally higher 58.5% in the prior quarter.

Balance Sheet Highlights

• Period-end total loans and leases increased $1.7 billion, or 5.1%, compared to March 31, 2024.

• Period-end total loans and leases increased $922.3 million, or 2.7%, compared to June 30, 2024.

Consumer loans increased $812.9 million, or 6.4%, net of a $431 million indirect auto loan sale that closed in the third quarter of 2024, and commercial loans and leases increased $109.4 million, or 0.5%.

Our loan growth was driven by the continued success of our strategy to grow high-quality loans and deepen customer relationships across our diverse geographic footprint.

• On a linked-quarter basis, period-end total loans and leases increased $296.4 million, or 3.5% annualized, with an increase in consumer loans of $224.3 million and commercial loans and leases of $72.1 million.

• Period-end total deposits increased $2.5 billion, or 7.2%, compared to March 31, 2024, driven by an increase of $2.2 billion in interest-bearing demand deposits and $0.6 billion in time deposits, more than offsetting the decline in savings deposits of $242.4 million and $115.1 million in non-interest-bearing demand deposits, as customers continued to opt for higher-yielding deposit products.

• On a linked-quarter basis, period-end total deposits increased $131.7 million, or 1.4% annualized, with increases in interest-bearing demand deposits of $251.9 million and non-interest-bearing demand deposits of $105.8 million in a seasonally slow quarter, more than offsetting the decline in time deposits of $194.8 million and savings deposits of $31.1 million.

The ratio of non-interest-bearing demand deposits to total deposits was stable at 26% at March 31, 2025, compared to the prior quarter end.

• The loan-to-deposit ratio was 92% at March 31, 2025, compared to the prior quarter at 91%, and 94% at March 31, 2024.

• The ratio of non-performing loans plus OREO to total loans and leases plus OREO was consistent with the prior quarter at 0.48%.

Total delinquency increased 11 basis points to 0.75%, compared to 0.64% at March 31, 2024, but declined 8 basis points from the prior quarter.

The overall asset quality metrics continue to remain at solid levels.

• The ACL on loans and leases was $428.9 million, an increase of $22.6 million compared to March 31, 2024, with the ratio of the ACL to total loans and leases stable at 1.25%.

• Tangible book value per common share (non-GAAP) of $10.83, increased $1.19, or 12.3%, compared to March 31, 2024.

AOCI reduced the tangible book value per common share (non-GAAP) by $0.34 as of March 31, 2025, primarily due to the impact of higher interest rates on the fair value of AFS securities, compared to a $0.70 reduction as of March 31, 2024, and $0.47 as of December 31, 2024.

• Record capital levels with the CET1 regulatory capital ratio at 10.70%.

The tangible common equity to tangible assets ratio (non-GAAP) equaled 8.37%.

• During the first quarter of 2025, we repurchased 0.7 million shares of common stock at a weighted average share price of $13.48 for $10.0 million while maintaining capital above stated operating levels and supporting loan growth in the quarter.

• On a linked-quarter basis, average loans and leases increased $451.7 million, or 5.3% annualized, as average consumer loans increased $365.4 million, or 11.4% annualized, and average commercial loans and leases increased $86.3 million, or 1.6% annualized.

• Period-end total deposits increased $2.8 billion, or 7.9%, compared to June 30, 2024, driven by an increase of $2.6 billion in interest-bearing demand deposits and $625.5 million in shorter-term time deposits, offsetting the decline of $276.9 million in savings deposits and $189.5 million in non-interest-bearing demand deposits, as customers migrated into higher-yielding deposit products.

• On a linked-quarter basis, average deposits increased $155.6 million, or 1.7% annualized, due to organic growth in new and existing customer relationships.

The ratio of non-interest-bearing demand deposits to total deposits was stable at 26% at June 30, 2025, compared to the prior quarter-end.

• The loan-to-deposit ratio was 92% at June 30, 2025, stable compared to the prior quarter at 92%, and meaningfully lower compared to 96% at June 30, 2024.

• The ratio of non-performing loans plus OREO to total loans and leases plus OREO decreased 14 basis points from the prior quarter at 0.34%.

Total delinquency decreased 1 basis point to 0.62%, compared to 0.63% at June 30, 2024, and declined 13 basis points from the prior quarter.

The overall asset quality metrics continue to remain at solid levels, reflecting continued proactive management of the loan portfolio.

• The ACL on loans and leases was $432.1 million, an increase of $13.3 million compared to June 30, 2024, with the ratio of the ACL to total loans and leases remaining relatively stable at 1.25%.

• Tangible book value per common share (non-GAAP) of $11.14, increased $1.26, or 12.8%, compared to June 30, 2024.

AOCI reduced the tangible book value per common share (non-GAAP) by $0.26 as of June 30, 2025, primarily due to the impact of unrealized losses on AFS securities, compared to a reduction of $0.67 as of June 30, 2024, and $0.34 as of March 31, 2025.

• Record capital levels with the CET1 capital ratio at 10.8% and the tangible common equity to tangible assets ratio (non-GAAP) at 8.47%.

• During the second quarter of 2025, we repurchased 0.7 million shares of common stock at a weighted average share price of $13.85 for $10.0 million while maintaining strong capital and supporting loan growth in the quarter.

Three Months Ended

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Significant items impacting earnings (1) (millions)

Preferred dividend equivalent at redemption $ — $ (4.0)

Pre-tax branch consolidation costs — (1.2)

After-tax impact of branch consolidation costs — (0.9)

Pre-tax FDIC assessment $ — $ (0.8)

After-tax impact of FDIC assessment — (0.6)

Pre-tax reduction of previous estimated loss on indirect auto loan sale — 2.6

After-tax impact of previous estimated loss on indirect auto loan sale — 2.1

Total significant items pre-tax $ — $ (0.8)

Total significant items after-tax $ — $ (0.6)

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Tangible book value per common share (non-GAAP) $ 11.14 $ 9.88

Six Months Ended

Year-to-Date Results Summary 2025 2024

Reported results

Net income available to common shareholders (millions) $ 247.2 $ 239.4

Earnings per diluted common share 0.68 0.66

Operating results (non-GAAP)

Operating net income available to common shareholders (millions) 247.2 246.4

Operating earnings per diluted common share 0.68 0.68

Average diluted common shares outstanding (thousands) 362,664 362,660

Significant items impacting earnings (1) (millions)

Preferred dividend equivalent at redemption $ — $ (4.0)

Pre-tax branch consolidation costs — (1.2)

After-tax impact of branch consolidation costs — (0.9)

Pre-tax FDIC assessment — (5.2)

After-tax impact of FDIC assessment — (4.1)

Pre-tax loss on indirect auto loan sales — 2.6

After-tax impact of loss on indirect auto loan sales — 2.1

Total significant items after-tax $ — $ (6.9)

(1) Favorable (unfavorable) impact on earnings

RESULTS OF OPERATIONS

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Net income available to common shareholders for the first three months of 2025 was $116.5 million, or $0.32 per diluted common share, compared to $116.3 million, or $0.32 per diluted common share for the first three months of 2024.

On an operating basis (non-GAAP), net income available to common shareholders for the first three months of 2025 was $116.5 million, or $0.32 per diluted common share, compared to $122.7 million or $0.34 per diluted common share for the first three months of 2024.

Net interest income totaled $323.8 million, an increase of $4.8 million, or 1.5%, compared to $319.0 million reflecting growth in earning assets partially offset by higher deposit costs resulting from balance growth in higher yielding deposit products.

The net interest margin (FTE) (non-GAAP) decreased 15 basis points to 3.03%, as the yield on earning assets (non-GAAP) declined 17 basis points to 5.23%, driven by a 25 basis point decline in yields on loans to 5.68%, offset by a 35 basis point increase in yields on investment securities to 3.41%.

Total cost of funds decreased 1 basis point to 2.32% with a 6 basis point decrease in interest-bearing deposit costs to 2.76%, and a decrease of 8 basis points in total borrowing costs.

The provision for credit losses for the first three months of 2025 totaled $17.5 million, compared to $13.9 million with net charge-offs of $12.5 million, or 0.15% annualized of total average loans, compared to $12.8 million, or 0.16% annualized.

Non-interest income totaled $87.8 million, stable compared to $87.9 million, reflecting increased service charges, strong wealth management revenues and elevated life insurance claims on bank owned life insurance.

Non-interest expense totaled $246.8 million, increasing $9.7 million, or 4.1%.

On an operating basis (non-GAAP), non-interest expense increased $12.7 million, or 5.4%, compared to the first three months of 2024 as the year-ago quarter included significant items impacting earnings of $3.0 million.

S alaries and benefits increased $6.0 million, or 4.7%, primarily reflecting strategic hiring associated with our efforts to grow market share and continued investments in our risk management infrastructure as well as higher performance and production-related compensation.

Additionally, outside services increased $3.5 million, or 15.1%, and net occupancy and equipment expense increased $2.3 million, or 5.2%.

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

Net income available to common shareholders for the three months ended June 30, 2025 was $130.7 million or $0.36 per diluted common share, compared to $123.0 million, or $0.34 per diluted common share, for the three months ended June 30, 2024.

On an operating basis, second quarter of 2025 earnings per diluted common share (non-GAAP) was $0.36, with no significant items impacting earnings.

By comparison, second quarter of 2024 earnings per diluted common share (non-GAAP) was $0.34 on an operating basis, excluding $0.8 million (pre-tax) of FDIC insurance special assessment expense.

Net interest income totaled $347.2 million, an increase of $31.3 million, or 9.9%, reflecting growth in earning assets and lower interest-bearing deposit costs.

The net interest margin (FTE) (non-GAAP) increased 10 basis points to 3.19%.

The provision for credit losses was $25.6 million, compared to $20.2 million.

Non-interest income increased $3.1 million, or 3.5%, reflecting increases in wealth management revenue, capital markets income and other non-interest income.

Non-interest expense for the second quarter of 2025 increased $19.6 million, or 8.7%.

The biggest drivers of the non-interest expense increase were salaries and benefits expense increasing $8.9 million, or 7.4%, primarily reflecting strategic hiring associated with our efforts to grow market share and continued investments in our risk management infrastructure, as well as higher production-related compensation and normal annual merit increases.

Net occupancy and equipment expense increased $4.3 million, or 10.1%, largely from technology-related investments and de novo branch expansions, and other non-interest expense increased $4.3 million, or 19.9%, reflecting the impact of Community Uplift, a mortgage down payment assistance program that was enhanced and expanded in conjunction with our previously announced DOJ settlement agreement.

Income taxes of $35.7 million increased $1.7 million, or 5.1%.

Financial highlights are summarized below:

Three Months Ended

March 31, $ %

(dollars in thousands, except per share data) 2025 2024 Change Change

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Net income $ 130,670 $ 123,037 $ 7,633 6.2 %

Earnings per common share – Basic $ 0.36 $ 0.34 $ 0.02 5.9 %

Earnings per common share – Diluted 0.36 0.34 0.02 5.9

Cash dividends per common share 0.12 0.12 — —

The following table presents selected financial ratios and other relevant data used to analyze our performance:

Three Months Ended

Return on average equity 8.09 % 8.20 %

Return on average tangible common equity (1)

Return on average assets 1.07 1.06

Return on average tangible assets (1)

Equity to assets 13.12 12.76

Average equity to average assets 13.19 12.99

Tangible common equity to tangible assets (1)

CET1 capital ratio 10.79 10.19

Dividend payout ratio 33.34 35.42

Book value per common share $ 18.17 $ 16.94

Tangible book value per common share (1)

The following table provides information regarding the average balances and yields earned on interest-earning assets (non-GAAP) and the average balances and rates paid on interest-bearing liabilities:

Three Months Ended June 30,

(dollars in thousands) Average

Balance Interest

Expense Yield/

Balance Interest

Expense Yield/

Interest-bearing deposits with banks $ 1,723,351 $ 17,788 4.14 % $ 868,390 $ 8,207 3.80 %

Taxable investment securities (1)

6,587,352 56,955 3.46 6,154,907 47,564 3.09

Tax-exempt investment securities (1)(2)

1,004,672 8,737 3.48 1,033,552 8,911 3.45

Loans held for sale 225,509 4,156 7.37 110,855 2,519 9.09

Loans and leases (2)(3)

34,502,493 498,078 5.79 33,255,738 492,902 5.96

Total interest-earning assets (2)

44,043,377 585,714 5.33 41,423,442 560,103 5.43

Cash and due from banks 395,418 387,374

Allowance for credit losses (437,130) (414,372)

Premises and equipment 555,889 484,851

Other assets 4,548,082 4,590,486

Total assets $ 49,105,636 $ 46,471,781

Interest-bearing demand $ 16,989,336 108,618 2.56 $ 14,662,774 98,211 2.69

Savings 3,081,518 6,862 0.89 3,360,593 10,136 1.21

Certificates and other time 7,241,453 65,710 3.64 6,645,682 71,613 4.33

Total interest-bearing deposits 27,312,307 181,190 2.66 24,669,049 179,960 2.93

Short-term borrowings 1,876,526 20,132 4.29 2,640,985 32,837 4.99

Long-term borrowings 2,741,561 34,123 4.99 2,164,983 28,501 5.29

Total interest-bearing liabilities 31,930,394 235,445 2.96 29,475,017 241,298 3.29

Non-interest-bearing demand deposits 9,812,486 9,921,073

Total deposits and borrowings 41,742,880 2.26 39,396,090 2.46

Other liabilities 883,637 1,037,452

Total liabilities 42,626,517 40,433,542

Shareholders’ equity 6,479,119 6,038,239

Total liabilities and shareholders’ equity $ 49,105,636 $ 46,471,781

Net interest-earning assets $ 12,112,983 $ 11,948,425

Net interest income (FTE) (2)

350,269 318,805

Tax-equivalent adjustment (3,073) (2,915)

Net interest income $ 347,196 $ 315,890

Net interest spread 2.37 % 2.14 %

Net interest margin (2)

3.19 % 3.09 %

(1) The average balances and yields earned on investment securities are based on historical cost.

(2) The interest income amounts are reflected on an FTE basis (non-GAAP), which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21%.

The yield on earning assets and the net interest margin are presented on an FTE basis (non-GAAP).

We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

(3) Average loans and leases consist of average total loans, including non-accrual loans, less average unearned income.

Net Interest Income

Net interest income on an FTE basis (non-GAAP) increased $31.5 million, or 9.9%, to $350.3 million for the second quarter of 2025, primarily due to growth in earning assets as well as decreased total average borrowings and lower deposit costs.

Average earning assets of $44.0 billion increased $2.6 billion, or 6.3%, driven by an increase in average loans and leases from the continued success of our strategy to grow high-quality loans and deepen customer relationships across our diverse geographic footprint.

Average interest-bearing liabilities of $31.9 billion increased $2.5 billion, or 8.3%, driven by an increase of $2.6 billion in average interest-bearing deposits, which supported the growth in earning assets.

Our net interest margin FTE (non-GAAP) increased 10 basis points on a year-over-year basis to 3.19%.

The yield on earning assets (non-GAAP) decreased 10 basis points to 5.33%, driven by a 17 basis point decline in yields on loans to 5.79%, reflecting reduced interest rate levels as the FOMC lowered the target Federal Funds interest rate by 100 basis points in the latter half of 2024, offset by a 32-basis point increase in yields on investment securities to 3.46%.

Second quarter net interest income included $2.2 million in purchase accounting accretion from the pay-off of a previously acquired loan adding 2 basis points to net interest margin.

Total cost of funds decreased 20 basis points to 2.26% with a 27 basis point decrease in interest-bearing deposit costs to 2.66% and a 42 basis point decrease in total borrowing costs, inclusive of the December 2024 senior note offering of $500 million.

The following table provides certain information regarding changes in net interest income on an FTE basis (non-GAAP) attributable to changes in the average volumes and yields earned on interest-earning assets and the average volume and rates paid for interest-bearing liabilities for the three months ended June 30, 2025, compared to the three months ended June 30, 2024:

(in thousands) Volume Rate Net

Interest Income (1)

Interest-bearing deposits with banks $ 8,791 $ 790 $ 9,581

Investment securities (2)

3,806 5,411 9,217

Loans held for sale 2,111 (474) 1,637

Loans and leases (2)

18,808 (13,632) 5,176

Total interest income (2)

33,516 (7,905) 25,611

Interest Expense (1)

Interest-bearing demand 21,600 (11,193) 10,407

Savings (1,711) (1,563) (3,274)

Certificates and other time 4,968 (10,871) (5,903)

Short-term borrowings (9,529) (3,176) (12,705)

Long-term borrowings 7,199 (1,577) 5,622

Total interest expense 22,527 (28,380) (5,853)

Net change (2)

$ 10,989 $ 20,475 $ 31,464

(1) The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the net size of the rate and volume changes.

(2) Interest income amounts are reflected on an FTE basis (non-GAAP) which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21%.

We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

Interest income on an FTE basis (non-GAAP) of $585.7 million for the second quarter of 2025, increased $25.6 million, or 4.6%, from the same quarter of 2024, resulting from an increase in average earning assets of $2.6 billion.

The increase in earning assets was primarily driven by a $1.2 billion, or 3.7%, increase in average loans and leases and an increase of $855.0 million in average interest-bearing deposits with banks.

Average commercial loan growth of $357.8 million, or 1.7%, was led by increases of $120.4 million in commercial and industrial loans, $117.2 million in commercial leases and $103.5 million in commercial real estate loans.

The increase in average commercial loans and leases was driven by activity across the footprint, including the Charlotte and Cleveland markets.

The increase in commercial real estate included fundings on previously originated construction projects.

Average consumer loans increased $889.0 million, or 7.2%, with a $1.2 billion increase in residential mortgages largely due to the continued successful execution in key markets by our expanded mortgage banker team and long-standing strategy of serving the purchase market.

This growth was partially offset by a decrease in average indirect

auto loans of $388.1 million reflecting the sale of $431 million that closed in September of 2024, partially offset by new organic growth in the portfolio.

The yield on average earning assets (non-GAAP) decreased 10 basis points to 5.33% for the second quarter of 2025, primarily due to a 17 basis point decrease in yields on loans to 5.79%, offset by a 32 basis point increase in yields on investment securities to 3.46%, benefiting from balance sheet restructuring activities in 2024.

Interest expense of $235.4 million for the second quarter of 2025 decreased $5.9 million from the same quarter of 2024, primarily due to lower overall cost of funds and lower average borrowings.

Average interest-bearing deposits increased $2.6 billion, or 10.7%, while average non-interest-bearing demand deposits decreased $108.6 million, or 1.1%, and average savings deposits decreased $279.1 million, or 8.3%, as customers migrated balances into higher-yielding products.

The growth in average total deposits reflected organic growth in new and existing customer relationships.

Average short-term borrowings decreased $764.5 million, or 28.9%, primarily reflecting a decrease of $885.9 million in short-term FHLB borrowings, partially offset by a $170.1 million increase in Federal Funds purchased.

Average long-term borrowings increased $576.6 million, or 26.6%, primarily reflecting the December 2024 issuance of $500 million in senior notes due in 2030.

The total cost of funds decreased 20 basis points to 2.26% with a 27 basis point decrease in interest-bearing deposit costs to 2.66%, and a decrease of 42 basis points in total borrowing costs.

Provision for Credit Losses

Provision for credit losses is determined based on management’s estimates of the appropriate level of ACL needed to absorb expected life-of-loan losses in the loan and lease portfolio, after giving consideration to charge-offs and recoveries for the period.

The following table presents information regarding the provision for credit loss expense and net charge-offs:

Three Months Ended

(dollars in thousands) 2025 2024 Change Change

Provision for credit losses on loans and leases $ 24,959 $ 20,312 $ 4,647 22.9 %

Provision for unfunded loan commitments

694 (119) 813 683.2

Total provision for credit losses on loans and leases 25,653 20,193 5,460 27.0

Provision for investment securities (52) (4) (48) n/m

Total provision for credit losses $ 25,601 $ 20,189 $ 5,412 26.8 %

Net loan charge-offs $ 21,783 $ 7,849 $ 13,934 177.5 %

Net loan charge-offs (annualized) / total average loans and leases 0.25 % 0.09 %

n/m - not meaningful

Provision for credit losses on loans and leases was $25.7 million during the second quarter of 2025, an increase of $5.5 million from the same period of 2024.

The second quarter of 2025 is comprised of a $25.0 million provision for loans and leases outstanding and a $0.7 million provision for unfunded loan commitments.

The second quarter of 2025 reflected net charge-offs of $21.8 million, or 0.25% annualized of total average loans, compared to $7.8 million, or 0.09% annualized, in the second quarter of 2024, reflecting continued proactive management of the loan portfolio and the utilization of previously established reserves.

For additional information relating to the allowance and provision for credit losses, refer to the “Allowance for Credit Losses on Loans and Leases” section of this MD&A.

Non-Interest Income

The breakdown of non-interest income for the three months ended June 30, 2025 and 2024 is presented in the following table:

Three Months Ended

(dollars in thousands) 2025 2024 Change Change

Service charges $ 22,930 $ 23,332 $ (402) (1.7) %

Interchange and card transaction fees 13,254 13,005 249 1.9

Trust services 11,591 11,475 116 1.0

Insurance commissions and fees 5,108 5,973 (865) (14.5)

Securities commissions and fees 8,882 7,980 902 11.3

Capital markets income 6,897 5,143 1,754 34.1

Mortgage banking operations 6,306 6,956 (650) (9.3)

Dividends on non-marketable equity securities 6,168 6,895 (727) (10.5)

Bank owned life insurance 3,838 3,419 419 12.3

Net securities gains (losses) 58 (3) 61 —

Other 5,983 3,747 2,236 59.7

Total non-interest income $ 91,015 $ 87,922 $ 3,093 3.5 %

Total non-interest income increased by $3.1 million, or 3.5%, to a record of $91.0 million for the second quarter of 2025, compared to $87.9 million for the second quarter of 2024.

The variances in the individual non-interest income items are explained in the following paragraphs.

Wealth management revenues increased $1.0 million, or 5.2%, as securities commissions and fees and trust services income increased 11.3% and 1.0%, respectively, through continued strong contributions across the geographic footprint and a $0.9 billion, or 6.7%, increase in the market value of assets under administration to $14.4 billion.

Capital markets income increased $1.8 million, or 34.1%, driven by record debt capital markets income and contributions from international banking, customer swap activity and syndications.

Other non-interest income increased $2.2 million, or 59.7%, primarily due to gains on the disposition of leased equipment.

Non-Interest Expense

The breakdown of non-interest expense for the three months ended June 30, 2025 and 2024 is presented in the following table:

Three Months Ended

(dollars in thousands) 2025 2024 Change Change

Salaries and employee benefits $ 129,842 $ 120,917 $ 8,925 7.4 %

Net occupancy 19,299 18,632 667 3.6

Equipment 27,988 24,335 3,653 15.0

Outside services 25,317 23,250 2,067 8.9

Marketing 5,017 4,006 1,011 25.2

FDIC insurance 8,922 9,954 (1,032) (10.4)

Bank shares and franchise taxes 3,960 3,930 30 0.8

Other 25,880 21,588 4,292 19.9

Total non-interest expense $ 246,225 $ 226,612 $ 19,613 8.7 %

Total non-interest expense of $246.2 million for the second quarter of 2025 increased $19.6 million, or 8.7%, from the same period of 2024.

Non-interest expense increased $20.4 million, or 9.0%, when excluding significant items of $0.8 million of FDIC special assessment expense in the same quarter of 2024.

The variances in the individual non-interest expense items are explained in the following paragraphs.

Salaries and employee benefits of $129.8 million increased $8.9 million, or 7.4%, primarily reflecting strategic hiring associated with our efforts to grow market share and continued investments in our risk management infrastructure as well as higher production-related compensation and normal annual merit increases.

Net occupancy and equipment of $47.3 million increased $4.3 million, or 10.1%, largely from technology-related investments and de novo branch expansion.

Other non-interest expense of $25.9 million increased $4.3 million, or 19.9%, primarily due to the impact of Community Uplift, a mortgage down payment assistance program that was enhanced and expanded in conjunction with our previously announced settlement agreement with the DOJ.

The following table presents non-interest expense excluding significant items for the three months ended June 30, 2025 and 2024:

Three Months Ended June 30, $ %

(dollars in thousands) 2025 2024 Change Change

Total non-interest expense, as reported $ 246,225 $ 226,612 $ 19,613 8.7 %

Significant items:

FDIC special assessment — (804) 804

Total non-interest expense, excluding significant items (1)

$ 246,225 $ 225,808 $ 20,417 9.0 %

The following table presents information regarding income tax expense and certain tax rates:

Three Months Ended

(dollars in thousands) 2025 2024

Income tax expense $ 35,715 $ 33,974

Effective tax rate 21.5 % 21.6 %

Statutory federal tax rate 21.0 21.0

Income tax expense was higher for the second quarter of 2025 primarily due to higher pre-tax earnings.

The effective tax rate, however, decreased slightly as a result of an increase in net tax credits.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Net income available to common shareholders for the first six months of 2025 was $247.2 million, or $0.68 per diluted common share, compared to $239.4 million, or $0.66 per diluted common share for the first six months of 2024.

On an operating basis (non-GAAP), net income available to common shareholders for the first six months of 2025 was $247.2 million, or $0.68 per diluted common share, compared to $246.4 million or $0.68 per diluted common share for the first six months of 2024.

Net interest income totaled $671.0 million, an increase of $36.1 million, or 5.7%, compared to $634.9 million, reflecting growth in earning assets partially offset by balance growth in higher yielding deposit products.

The net interest margin (FTE) (non-GAAP) decreased 2 basis points to 3.11%, as the yield on earning assets (non-GAAP) declined 13 basis points to 5.28%, driven by a 21 basis point decline in yields on loans to 5.73%, offset by a 33 basis point increase in yields on investment securities to 3.43%, benefiting from balance sheet restructuring activities in 2024.

Total cost of funds decreased 11 basis points to 2.29% with a 17 basis point decrease in interest-bearing deposit costs to 2.71% and a decrease of 26 basis points in total borrowing costs.

The provision for credit losses for the first six months of 2025 totaled $43.1 million, compared to $34.1 million.

Net charge-offs for the first six months of 2025 totaled $34.3 million, or 0.20% annualized of total average loans, compared to $20.6 million, or 0.13% annualized.

Non-interest income totaled $178.8 million, compared to $175.8 million, reflecting increased service charges, wealth management revenues and elevated life insurance claims on bank owned life insurance.

Non-interest expense totaled $493.0 million, increasing $29.3 million, or 6.3%.

On an operating basis (non-GAAP), non-interest expense increased $33.1 million, or 7.2%, compared to the first six months of 2024 as the year-ago quarter included significant items impacting earnings of $3.8 million.

S alaries and benefits increased $14.9 million, or 6.0%, primarily reflecting strategic hiring associated with our efforts to grow market share and continued investments in our risk management infrastructure as well as higher production-related compensation.

Additionally, net occupancy and equipment expense increased $6.6 million, or 7.6%, and outside services increased $5.5 million, or 12.0%, offset by an FDIC insurance expense decline of $5.2 million.

Financial highlights are summarized below:

Six Months Ended

(dollars in thousands, except per share data) 2025 2024 Change Change

Net interest income $ 671,041 $ 634,898 $ 36,143 5.7 %

Provision for credit losses 43,090 34,079 9,011 26.4

Non-interest income 178,781 175,784 2,997 1.7

Non-interest expense 493,036 463,708 29,328 6.3

Income taxes 66,511 67,527 (1,016) (1.5)

Net income 247,185 245,368 1,817 0.7

Preferred stock dividends — 6,005 (6,005) (100.0)

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The following table presents selected financial ratios and other relevant data used to analyze our performance:

Three Months Ended

Six Months Ended

Return on average equity 7.76 % 8.17 %

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Three Months Ended March 31,

Six Months Ended June 30,

(dollars in thousands) Average

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Net Interest Income

Net interest income on an FTE basis (non-GAAP) totaled $326.8 million, increasing $4.9 million, or 1.5%, reflecting growth in earning assets partially offset by higher deposit costs resulting from balance growth in higher yielding deposit products.

Net interest income on an FTE basis (non-GAAP) totaled $677.1 million, increasing $36.4 million, or 5.7%, reflecting growth in earning assets partially offset by balance growth in higher yielding deposit products.

Average earning assets grew $2.7 billion, or 6.6%, primarily driven by loan growth.

Additionally, we reinvested the proceeds of the AFS securities sold in November 2024 as part of our balance sheet repositioning with an average yield of 1.41% into securities yielding 4.78% with a similar duration and convexity profile.

Average interest-bearing demand deposits increased $2.3 billion, or 16.1%, with customers continuing to migrate into higher-yielding deposit products.

Average interest-bearing demand deposits increased $2.3 billion, or 16.0%, with customers migrating into higher-yielding deposit products.

Total average borrowings decreased $220.6 million primarily due to a decrease in FHLB borrowings, partially offset by an increase in senior debt.

The net interest margin (FTE) (non-GAAP) decreased 2 basis points to 3.11%.

The following table provides certain information regarding changes in net interest income on an FTE basis (non-GAAP) attributable to changes in the average volumes and yields earned on interest-earning assets and the average volume and rates paid for interest-bearing liabilities for the three months ended March 31, 2025, compared to the three months ended March 31, 2024:

The following table provides certain information regarding changes in net interest income on an FTE basis (non-GAAP) attributable to changes in the average volumes and yields earned on interest-earning assets and the average volume and rates paid for interest-bearing liabilities for the six months ended June 30, 2025, compared to the six months ended June 30, 2024:

(in thousands) Volume Rate Net

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We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.

Interest income on an FTE basis (non-GAAP) of $562.4 million, increased $16.0 million, or 2.9%, resulting from growth in average earning assets of $2.8 billion.

The increase in earning assets was primarily driven by a $1.7 billion, or 5.2%, increase in average loans and leases and an increase of $868.7 million in average cash balances.

Interest income on an FTE basis (non-GAAP) of $1.1 billion, increased $41.6 million, or 3.8%, resulting from growth in average earning assets of $2.7 billion.

The increase in earning assets was primarily driven by a $1.5 billion, or 4.4%, increase in average loans and leases and an increase of $861.8 million in average interest-bearing deposits with banks.

Average commercial loan growth of $542.1 million, or 2.6%, included increases of $311.8 million in commercial real estate, $103.0 million in commercial and industrial loans and $112.4 million in commercial leases.

6 unchanged sentences

Average total deposits increased $2.6 billion, or 7.7%, reflecting robust organic growth in new and existing customer relationships.

The growth in average interest-bearing demand deposits of $2.3 billion and average time deposits of $924.6 million more than offset the decline in average non-interest-bearing demand deposits of $291.4 million and average savings deposits of $215.5 million as customers continued to migrate balances into higher-yielding products.

The funding mix has slightly shifted with non-interest-bearing demand deposits comprising 26% of total deposits at March 31, 2025, compared to 29% at March 31, 2024.

Average short-term borrowings decreased $1.0 billion, or 42.7%, primarily reflecting a decrease in FHLB borrowings.

Average long-term borrowings increased $770.2 million, or 37.4%, primarily reflecting the December 2024 issuance of $500 million aggregate principal amount of 5.722% fixed rate / floating rate senior notes due in 2030.

The rate paid on interest-bearing liabilities decreased 11 basis points from 3.14% to 3.03%.

The total cost of funds decreased 1 basis point to 2.32%, with a decrease of 8 basis points in total borrowing costs and a 6 basis point decrease in interest-bearing deposit costs to 2.76%.

The growth in average interest-bearing demand deposits of $2.3 billion and average time deposits of $760.2 million more than offset the decline in average savings deposits of $247.6 million and average non-interest-bearing demand deposits of $199.5 million as customers migrated balances into higher-yielding products.

The funding mix has slightly shifted with non-interest-bearing demand deposits comprising 26% of total deposits at June 30, 2025, compared to 29% at June 30, 2024.

Average short-term borrowings decreased $893.8 million, or 35.5%, primarily reflecting a decrease in FHLB borrowings.

Average long-term borrowings increased $673.1 million, or 31.9%, primarily reflecting the December 2024 issuance of $500 million aggregate principal amount of senior notes.

The total cost of funds decreased 11 basis points to 2.29%, with a decrease of 26 basis points in total borrowing costs and a 17 basis point decrease in interest-bearing deposit costs to 2.71%.

Provision for Credit Losses

The following table presents information regarding the provision for credit loss expense and net charge-offs:

Three Months Ended

March 31, $ %

Six Months Ended

(dollars in thousands) 2025 2024 Change Change

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Net loan charge-offs (annualized) / total average loans and leases 0.20 % 0.13 %

The provision for credit losses was $17.5 million, compared to $13.9 million for the first three months of 2024.

The provision for credit losses for the first three months of 2025 was primarily due to loan growth and net charge-off activity.

The first three months of 2025 reflected net charge-offs of $12.5 million, or 0.15% annualized of total average loans, compared to $12.8 million, or 0.16% annualized, in the first three months of 2024.

The ACL on loans and leases was $428.9 million, an increase of $22.6 million, with the ratio of the ACL to total loans and leases remaining stable at 1.25%.

The provision for credit losses on loans and leases was $43.1 million, compared to $34.1 million for the first six months of 2024.

The provision for credit losses for the first six months of 2025 was primarily due to loan growth and net charge-off activity.

The first six months of 2025 included net charge-offs of $34.3 million, or 0.20% annualized of total average loans, compared to $20.6 million, or 0.13% annualized, in the first six months of 2024, reflecting continued proactive management of the loan portfolio.

The ACL on loans and leases was $432.1 million, an increase of $13.3 million, with the ratio of the ACL to total loans and leases remaining relatively stable at 1.25%.

Non-Interest Income

The breakdown of non-interest income for the three months ended March 31, 2025 and 2024 is presented in the following table:

Three Months Ended

March 31, $ %

The breakdown of non-interest income for the six months ended June 30, 2025 and 2024 is presented in the following table:

Six Months Ended

(dollars in thousands) 2025 2024 Change Change

8 unchanged sentences

Bank owned life insurance 9,188 6,762 2,426 35.9

Net securities gains (losses) 58 (3) 61 —

Other 8,785 8,228 557 6.8

Total non-interest income $ 178,781 $ 175,784 $ 2,997 1.7 %

Total non-interest income was stable with a $0.1 million, or 0.1%, decline.

Total non-interest income increased $3.0 million, or 1.7%.

The variances in significant individual non-interest income items are explained in the following paragraphs.

Service charges increased $1.4 million, or 3.2%, primarily due to strong treasury management activity and higher consumer transaction volumes.

Wealth management revenues increased $1.6 million, or 8.4%, to a record $21.2 million as trust income and securities commissions and fees increased 8.5% and 8.2%, respectively, through continued strong contributions across the geographic footprint.

Additionally, the market value of assets under administration increased $382.0 million, or 2.8%, to $13.9 billion.

Insurance commissions and fees decreased $1.0 million, or 14.2%, primarily due to lower contingent fees during the first three months of 2025.

Capital markets income decreased $1.0 million, or 15.9%, reflecting lower commercial customer transaction activity in the current macroeconomic environment.

Mortgage banking operations income decreased $0.9 million, or 11.6%, as lower gain-on-sale margins were partially offset by higher sold loan volume.

During the first three months of 2025, we sold $344.5 million of residential mortgage loans, a 4.6% increase compared to $329.2 million for the same period of 2024.

Bank owned life insurance increased $2.0 million due to elevated life insurance claims.

Wealth management revenues increased $2.7 million, or 6.8%, to a record $20.5 million as securities commissions and fees and trust services income increased 9.7% and 4.8%, respectively, through continued strong contributions across the geographic footprint.

Additionally, the market value of assets under administration increased $0.9 billion, or 6.7%, to $14.4 billion.

Insurance commissions and fees decreased $1.8 million, or 14.3%, primarily due to lower contingent fees during the first six months of 2025.

Mortgage banking operations income decreased $1.6 million, or 10.6%, from net hedging impacts.

During the first six months of 2025, we sold $690.0 million of residential mortgage loans, a 5.5% increase compared to $654.1 million for the same period of 2024.

Dividends on non-marketable equity securities decreased $1.4 million, or 10.4%, reflecting lower FHLB dividends resulting from a lower average balance of FHLB stock.

BOLI increased $2.4 million due to elevated life insurance claims.

Non-Interest Expense

The breakdown of non-interest expense for the three months ended March 31, 2025 and 2024 is presented in the following table:

Three Months Ended

March 31, $ %

The breakdown of non-interest expense for the six months ended June 30, 2025 and 2024 is presented in the following table:

Six Months Ended

(dollars in thousands) 2025 2024 Change Change

8 unchanged sentences

Total non-interest expense $ 493,036 $ 463,708 $ 29,328 6.3 %

Total non-interest expense of $246.8 million for the first three months of 2025 increased $9.7 million, a 4.1% increase from the same period of 2024.

On an operating basis, non-interest expense (non-GAAP) increased $12.7 million, or 5.4%, when adjusting for significant items of $3.0 million in the first three months of 2024.

See Table 9 in this section for a list of the significant items impacting earnings.

Total non-interest expense of $493.0 million for the first six months of 2025 increased $29.3 million, a 6.3% increase from the same period of 2024.

On an operating basis, non-interest expense (non-GAAP) increased $33.1 million, or 7.2%, when adjusting for significant items of $3.8 million in the first six months of 2024.

See Table 18 i n this section for a list of the significant items impacting earnings.

The variances in the individual non-interest expense items are further explained in the following paragraphs.

Salaries and employee benefits increased $6.0 million, or 4.7%, primarily reflecting strategic hiring associated with our efforts to grow market share and continued investments in our risk management infrastructure, as well as higher performance and production-related compensation.

Included in salaries and employee benefits in the first quarter of 2025 and 2024 were $7.6 million and $6.9 million, respectively, related to normal seasonal long-term compensation expense.

Net occupancy and equipment expense of $45.6 million increased $2.3 million, or 5.2%, largely from technology-related investments and increased occupancy costs.

Salaries and employee benefits increased $14.9 million, or 6.0%, primarily reflecting strategic hiring associated with our efforts to grow market share and continued investments in our risk management infrastructure, as well as higher production-related compensation and normal annual merit increases.

Net occupancy and equipment expense of $92.9 million increased $6.6 million, or 7.6%, largely from technology-related investments and increased occupancy costs including de novo branch expansion.

Outside services increased $5.5 million, or 12.0%, with higher volume-related technology and third-party costs associated with ongoing investments in our ERM Framework.

Marketing expense of $4.6 million decreased $0.9 million, or 15.8%, primarily due the timing of certain marketing campaigns.

FDIC insurance decreased $4.2 million, or 33.0%, primarily due to special assessment expense of $4.4 million in 2024 to further replenish the FDIC's Deposit Insurance Fund associated with protecting uninsured depositors following the failed banks in early 2023 based on updated loss information provided by the FDIC.

Other non-interest expense was $22.5 million and $19.5 million for the first three months of 2025 and 2024, respectively.

The first three months of 2024 included a $2.6 million reduction to the previously estimated loss on the indirect auto loan sale.

FDIC insurance decreased $5.2 million, or 23.0%, primarily due to special assessment expense of $5.2 million in 2024 to further replenish the FDIC's Deposit Insurance Fund associated with protecting uninsured depositors following the failed banks in early 2023 based on loss information provided by the FDIC.

Other non-interest expense was $48.4 million and $41.1 million for the first six months of 2025 and 2024, respectively.

The increase was primarily due to the impact of Community Uplift, a mortgage down payment assistance program that was enhanced and expanded in conjunction with our previously announced settlement agreement with the DOJ.

Additionally, the first six months of 2024 included a $2.6 million reduction to the previously estimated loss on the indirect auto loan sale that closed in the first quarter of 2024.

The following table presents non-interest expense excluding significant items impacting earnings:

Three Months Ended

March 31, $ %

Six Months Ended

(dollars in thousands) 2025 2024 Change Change

7 unchanged sentences

The following table presents information regarding income tax expense and certain tax rates:

Three Months Ended

Six Months Ended

(dollars in thousands) 2025 2024

2 unchanged sentences

Statutory federal tax rate 21.0 21.0

Income tax expense was lower for the three months ended March 31, 2025 primarily due to lower pre-tax earnings.

Income tax expense was slightly lower for the six months ended June 30, 2025.

Although pretax income increased slightly, the impact on income tax expense was partially offset by the recognition of tax-exempt benefits associated with BOLI and increased net LIHTC.

FINANCIAL CONDITION

The following table presents our condensed Consolidated Balance Sheets:

(dollars in millions) March 31,

(dollars in millions) June 30,

2025 December 31,

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Following is a summary of loans and leases:

(dollars in millions) March 31,

(dollars in millions) June 30,

2025 December 31,

10 unchanged sentences

Total loans and leases $ 34,679 $ 33,939 $ 740 2.2 %

The growth in commercial loans and leases was across our footprint.

Our commercial real estate portfolio included $8.9 billion of non-owner-occupied loans of which 18.4% represented office loans.

Our top 25 non-owner-occupied commercial real estate

loans averaged approximately $22 million per exposure with the office component primarily made up of mid-sized offices located outside of central business districts with 44% of the office portfolio averaging less than $5 million per exposure.

For consumer lending, average residential mortgages increased $1.3 billion, compared to the three months ended March 31, 2024, largely due to the continued successful execution in key markets and long-standing strategy of serving the purchase market.

Our top 25 non-owner-occupied commercial real estate loans averaged approximately $23 million per exposure with the

office component primarily made up of mid-sized offices located outside of central business districts with 43% of the office portfolio averaging less than $5 million per exposure.

For consumer lending, residential mortgages increased $0.6 billion, compared to December 31, 2024, largely due to the continued successful execution in key markets and long-standing strategy of serving the purchase market.

Non-Performing Assets

Following is a summary of non-performing assets:

(dollars in millions) March 31,

(dollars in millions) June 30,

2025 December 31,

12 unchanged sentences

Total non-performing assets $ 119 $ 162 $ (43) (26.5) %

Non-performing assets increased slightly, $0.8 million, from $162.4 million at December 31, 2024 to $163.2 million at March 31, 2025, remaining at or near historically low levels.

Non-performing assets decreased $43.6 million, from $162.4 million at December 31, 2024 to $118.8 million at June 30, 2025, due to proactive credit risk management of the portfolio with levels remaining at or near historically low levels.

Allowance for Credit Losses on Loans and Leases

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• the historical through-the-cycle default mean calculated using an expanded period to include a prior recessionary period.

At March 31, 2025 and December 31, 2024, we utilized a third-party consensus macroeconomic forecast reflecting the current and projected macroeconomic environment.

For our ACL calculation at March 31, 2025, the macroeconomic variables that we utilized included, but were not limited to:

(i) the purchase only Housing Price Index, which increases 7.0% over our R&S forecast period, (ii) a Commercial Real Estate Price Index, which increases 4.9% over our R&S forecast period, (iii) S&P Volatility, which increases 25.1% in 2025 and 0% in 2026 and (iv) personal and business bankruptcies, which increase steadily over the R&S forecast period but average below the historical through-the-cycle period.

At June 30, 2025 and December 31, 2024, we utilized a third-party consensus macroeconomic forecast reflecting the current and projected macroeconomic environment.

For our ACL calculation at June 30, 2025, the macroeconomic variables that we utilized included, but were not limited to:

(i) the purchase only Housing Price Index, which increases 5.6% over our R&S forecast period, (ii) a Commercial Real Estate Price Index, which decreases 1.3% over our R&S forecast period, (iii) S&P Volatility, which increases 87.7% in 2025 and decreases 22.7% in 2026 and (iv) personal and business bankruptcies, which increase steadily over the R&S forecast period but average below the historical through-the-cycle period.

Macroeconomic variables that we utilized for our ACL calculation as of December 31, 2024 included, but were not limited to:

(i) the purchase only Housing Price Index, which increases 7.4% over our R&S forecast period, (ii) a Commercial Real Estate Price Index, which increases 3.9% over our R&S forecast period, (iii) S&P Volatility, which increases 34.9% in 2025 and 2.5% in 2026 and (iv) personal and business bankruptcies, which increase steadily over the R&S forecast period but average below the historical through the cycle period.

(iv) personal and business bankruptcies, which increase steadily over the R&S forecast period but average below the historical through-the-cycle period.

Following is a summary of certain data related to the ACL and loans and leases:

Net Loan Charge-Offs Net Loan Charge-Offs to Average Loans ACL at

Three Months Ended

March 31, Three Months Ended

March 31, March 31,

Six Months Ended

June 30, Six Months Ended

June 30, June 30,

(dollars in millions) 2025 2024 2025 2024 2025

10 unchanged sentences

Allowance for credit losses/non-performing loans 370.72 % 388.11 %

The ACL on loans and leases of $428.9 million at March 31, 2025 increased $6.1 million, or 1.4%, from December 31, 2024.

Our ending ACL coverage ratio was stable at 1.25% at both March 31, 2025 and December 31, 2024.

The ACL as a percentage of non-performing loans for the total portfolio increased to 267% as of March 31, 2025, compared to 265% as of December 31, 2024.

Total provision for credit losses for the three months ended March 31, 2025 was $17.5 million, compared to $13.9 million for the same period in 2024.

Net charge-offs were $12.5 million for the three months ended March 31, 2025, compared to $12.8 million for the first three months of 2024.

As a result of potential tariffs, U.S.

Department of Government Efficiency (DOGE) activity and other governmental policies, we completed an evaluation of the potential credit quality impacts on our loan portfolio during the first quarter.

Early in the first quarter of 2025, we instituted a mandatory assessment around potential tariffs into our underwriting process.

Additionally, we identified five sectors that we determined would be most impacted in our commercial and industrial (C&I) portfolio, and surveyed customers representing approximately 50% of our C&I portfolio exposures.

As a result, we estimated that less than 5% of the exposures would have high direct impacts from tariffs and concluded that FNB remained well-positioned at this point in time, with manageable exposure to the most heavily tariff-impacted businesses and consumer portfolios.

The ACL on loans and leases of $432.1 million at June 30, 2025 increased $9.3 million, or 2.2%, from December 31, 2024.

Our ending ACL coverage ratio was stable at 1.25% at both June 30, 2025 and December 31, 2024.

The ACL as a percentage of non-performing loans for the total portfolio increased to 371% as of June 30, 2025, compared to 265% as of December 31, 2024.

Total provision for credit losses for the six months ended June 30, 2025 was $43.1 million, compared to $34.1 million for the same period in 2024.

Net charge-offs were $34.3 million for the six months ended June 30, 2025, compared to $20.6 million for the first six months of 2024.

We continue to closely review our loan portfolio for tariff impacts as tariffs continue to evolve and remain uncertain.

Our actions include granular monitoring of credit line utilization and industry concentrations, by portfolio and country.

For example, during the first quarter of 2025, we highlighted that we estimated that less than 5% of the exposures would have high direct impacts from tariffs and concluded that FNB remained well positioned at this point in time, with manageable exposure to the most heavily tariff-impacted businesses and consumer portfolios.

We will continue to diligently monitor our loan portfolio and engage in active dialogue with our customers.

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Following is a summary of deposits:

(in millions) March 31,

(dollars in millions) June 30,

2025 December 31,

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Total deposits $ 37,748 $ 37,107 $ 641 1.7 %

Total deposits increased $131.7 million, or 0.4%, from December 31, 2024, due to growth in new and existing customer relationships more than offsetting the normal seasonal outflows in the first quarter of the year.

Total deposits increased $640.8 million, or 1.7%, from December 31, 2024, due to growth in new and existing customer relationships.

We ended the quarter with approximately 77% of all deposits insured by the FDIC or collateralized.

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The net proceeds of the debt offering after deducting underwriting discounts and commissions and offering costs were $496.7 million.

These proceeds are expected to be used for general corporate purposes, which may include investments at the holding company level, capital to support the growth of FNBPA and refinancing of outstanding indebtedness.

These proceeds were used for general corporate purposes, which included investments at the holding company level, capital to support the growth of FNBPA and refinancing of outstanding indebtedness.

Since inception of our $300 million stock purchase program, we repurchased 15.8 million shares at a weighted average share price of $11.63 for $184.3 million, with $115.7 million remaining for repurchase under this program.

During the first quarter of 2025, we repurchased 0.7 million shares at a weighted average share price of $13.48 for $10.0 million.

During the second quarter of 2025, we repurchased 0.7 million shares at a weighted average share price of $13.85 for $10.0 million.

Any repurchases will be made from time to time on the open market at prevailing market prices or in privately negotiated transactions.

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FNB and FNBPA are subject to various regulatory capital requirements administered by the federal banking agencies.

Quantitative measures established by regulators to ensure capital adequacy require FNB and FNBPA to maintain minimum amounts and ratios of total, tier 1 and CET1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of leverage ratio (as defined).

Quantitative measures established by regulators to ensure capital adequacy require FNB and FNBPA to maintain minimum

amounts and ratios of total, tier 1 and CET1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of leverage ratio (as defined).

Failure to meet minimum capital requirements could lead to initiation of certain mandatory, and possibly additional discretionary actions, by regulators that, if undertaken, could have a direct material effect on our Consolidated Financial Statements, dividends and future business and corporate strategies.

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FNB’s and FNBPA’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

At March 31, 2025, the capital levels of both FNB and FNBPA exceeded all regulatory capital requirements and their regulatory capital ratios were above the minimum levels required to be considered “well-capitalized” for regulatory purposes.

At June 30, 2025, the capital levels of both FNB and FNBPA exceeded all regulatory capital requirements and their regulatory capital ratios were above the minimum levels required to be considered “well-capitalized” for regulatory purposes.

In this volatile economic and uncertain environment, we frequently run stress tests for a variety of economic situations, including severely adverse scenarios.

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(dollars in millions) Amount Ratio Amount Ratio Amount Ratio

As of March 31, 2025

As of June 30, 2025

Total capital $ 4,753 12.50 % $ 3,804 10.00 % $ 3,994 10.50 %

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We have historically been opportunistic when accessing the capital markets, and we expect to continue with that strategy.

The parent company's cash position at March 31, 2025 was $770.3 million, decreasing $33.1 million in part due to share repurchase activity, from December 31, 2024.

In February 2024, we redeemed all $111 million of our Series E, 7.25% Fixed Rate / Floating Rate Non-Cumulative Perpetual Preferred Stock.

The Board of Directors declared the redemption of the preferred stock given its higher relative cost of capital, a 3-month SOFR + 4.60%, and our strong capital position.

Our regulatory CET1 ratio and Total Capital ratios were 10.7% and 12.5%, respectively, at March 31, 2025 with the Total Capital ratio reflecting the completed preferred stock redemption.

The parent company's cash position at June 30, 2025 was $755.7 million, decreasing $47.7 million since December 31, 2024, primarily due to the redemption of UB Bancorp Subordinated Debt for $25.0 million in May and the repurchase of 1.466 million shares of FNB stock for $20.0 million, at an average cost of $13.66.

Two metrics that are used to gauge the adequacy of the parent company’s cash position are the Liquidity Coverage Ratio (LCR) and Months of Cash on Hand (MCH).

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As previously mentioned, our parent company cash on hand increased materially due to the issuance of senior debt during the fourth quarter of 2024.

The LCR at March 31, 2025 included the scheduled maturity of $350 million in senior debt due in August 2025 and $100 million of subordinated debt scheduled to mature in October 2025, which are considered cash outflows for the ratio calculations.

The LCR at June 30, 2025 includes the scheduled maturity of $350 million in senior debt due in August 2025 and $100 million of subordinated debt scheduled to mature in October 2025, which are considered cash outflows for the ratio calculations.

The MCH decreased from December 31, 2024 primarily due to the smaller cash balance on hand.

The projected LCR and MCH after the maturity of the senior and subordinated debt in 2025 would be 2.5 times and 16.3 months, respectively.

The projected LCR and MCH after the maturity of the senior and subordinated debt in 2025 improves to 2.5 times and 16.1 months, respectively.

Management has concluded that our cash levels remain appropriate given the current market environment.

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Organic growth in low-cost transaction deposits has been complemented by management’s continued strategy of deposit gathering efforts focused on attracting new customer relationships across our geographic footprint and deepening relationships with existing customers, in part through internal lead generation efforts leveraging our data analytics capabilities.

These strategies helped management successfully grow total deposits by $131.7 million, or 0.4%, when compared to December 31, 2024, in a quarter typically reflecting seasonal deposit outflows.

Interest-bearing demand deposits and non-interest-bearing demand deposits increased $251.9 million and $105.8 million, respectively, when compared to December 31, 2024 through these efforts.

Time deposits declined $194.8 million and savings account balances declined $31.1 million compared to December 31, 2024.

The mix of non-interest-bearing demand deposits to total deposits remained consistent with the prior quarter at 26%.

The liquidity position of FNBPA was further strengthened by the sale of $431 million of indirect auto loans in the third quarter of 2024.

Our loan to deposit ratio stood at 92% at March 31, 2025 compared to 91% at December 31, 2024.

At March 31, 2025, approximately 77% of our deposits were insured by the FDIC or collateralized, consistent with December 31, 2024 balances.

Our cash balances held at the FRB were $1.9 billion at March 31, 2025 and $2.0 billion at December 31, 2024.

These strategies helped management successfully grow total deposits by $640.8 million, or 1.7%, when compared to December 31, 2024.

Interest-bearing demand deposits, non-interest-bearing demand deposits and time deposits increased $623.7 million, $111.4 million and $12.8 million, respectively, when compared to December 31, 2024, through these efforts.

Savings account balances declined $107.2 million compared to December 31, 2024.

The mix of non-interest-bearing demand deposits to total deposits remained stable with the prior quarter at 26%.

Our loan to deposit ratio stood at 92% at June 30, 2025, compared to 91% at December 31, 2024.

At June 30, 2025, approximately 77% of our deposits were insured by the FDIC or collateralized, consistent with December 31, 2024 levels.

Our cash balances held at the FRB were $1.9 billion at June 30, 2025 and $2.0 billion at December 31, 2024.

Management will continue to evaluate appropriate levels of liquidity based on expected loan and deposit growth and other balance sheet activity.

The following table presents certain information relating to FNBPA’s credit availability and salable unpledged investment securities:

(dollars in millions) March 31,

(dollars in millions) June 30,

2025 December 31,

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Cash and salable unpledged government and agency securities as a % of FNBPA assets 6.4 % 6.0 %

Our bank-level liquidity position has remained strong.

Our bank-level liquidity position remains strong.

Our contingency funding policy and periodic liquidity stress testing of multiple stress scenarios is particularly valuable as we successfully manage our liquidity.

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Additional sources of unused wholesale credit availability for FNBPA include the ability to borrow from the FHLB, correspondent bank lines, and access to other funding channels.

In addition to credit availability, FNBPA also has salable unpledged government and agency securities that could be utilized to meet funding needs and has excess cash to meet its pledging requirements.

At March 31, 2025, FNBPA has $2.9 billion, equal to December 31, 2024, of cash and salable unpledged government and agency securities representing 6.0% of total assets.

In addition to credit availability, FNBPA also has excess cash and salable unpledged government and agency securities that could be utilized to meet funding needs.

At June 30, 2025, FNBPA has $3.1 billion of cash and salable unpledged government and agency securities representing 6.4% of total assets, an improvement from $2.9 billion and 6.0% at December 31, 2024.

This compares to a policy minimum of 3.0%.

Another metric for measuring liquidity risk is the liquidity gap analysis.

The following liquidity gap analysis as of March 31, 2025 compares the difference between our cash flows from existing earning assets and interest-bearing liabilities over future time intervals.

The following liquidity gap analysis as of June 30, 2025 compares the difference between our cash flows from existing earning assets and interest-bearing liabilities over future time intervals.

Management calculates this ratio at least quarterly and it is reviewed regularly by ALCO.

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Cumulative Gap to Total Assets 0.4 % (2.3) % (5.3) % (4.6) %

The twelve-month cumulative gap to total assets ratio was (5.1)% as of March 31, 2025, compared to (5.0)% as of December 31, 2024.

The change in the twelve-month cumulative gap to total assets was primarily related to management's shorter-term time deposit offerings, which reduced our asset sensitivity.

The twelve-month cumulative gap to total assets ratio was (4.6)% as of June 30, 2025, compared to (5.0)% as of December 31, 2024.

The improvement in the twelve-month cumulative gap to total assets was primarily related to management's shorter-term time deposit offerings, which reduced our asset sensitivity.

In addition, the ALCO regularly monitors various liquidity ratios, stress scenarios of our liquidity position and assumptions considering market disruptions, lending demand, deposit behavior, and funding availability.

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To succeed in this capacity, we offer an extensive variety of financial products to meet the diverse needs of our customers.

These products sometimes contribute to interest rate risk for us when product groups do not complement one another.

These products sometimes contribute to interest rate risk for us when product groups possess different cash flow characteristics.

For example, depositors may want short-term deposits, while borrowers may desire long-term loans.

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Reviewing these various measures provides us with a comprehensive view of our interest rate risk profile, which provides the basis for balance sheet management strategies.

The following repricing gap analysis as of March 31, 2025 compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing.

The following repricing gap analysis as of June 30, 2025 compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing.

The allocation of non-maturity deposits and customer repurchase agreements to the one-month maturity category below is based on the estimated sensitivity of each product to changes in market rates.

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Management utilizes the repricing gap analysis as a diagnostic tool in managing net interest income and EVE risk measures.

Repricing gap analysis, while useful, has some limitations in measuring interest rate risk.

The positive cumulative gap positions indicate that we have a greater amount of repricing earning assets than repricing interest-bearing liabilities over the subsequent twelve months, thereby creating our current asset sensitive position.

As a result of management's strategies to reduce its asset sensitive position, the twelve-month cumulative repricing gap to total assets was 3.0% as of March 31, 2025, down from 4.5% at December 31, 2024.

As a result of management's strategies to reduce its asset sensitive position, the twelve-month cumulative repricing gap to total assets was 3.3% as of June 30, 2025, down from 4.5% at December 31, 2024.

Specific pricing actions included an emphasis on originating shorter-term time deposits so more interest-bearing liabilities will mature in less than 12 months, hence reducing the repricing gap differential.

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We also model rate scenarios which move all rates in an immediate and parallel fashion (Rate Shocks) and model scenarios that gradually change the shape of the yield curve.

Using a static Balance Sheet structure and utilizing net interest income simulations, the following table presents an analysis of the potential sensitivity of our net interest income to changes in interest rates using Rate Ramps and the sensitivity of EVE using Rate Shocks.

The variance percentages represent the change between the net interest income and EVE calculated under the particular rate scenario compared to the net interest income and EVE that was calculated assuming market rates as of March 31, 2025.

The calculated results do not reflect management's potential actions.

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- 200 basis points (2.5) (3.1) (10.0)

Net interest income change over 12 months (Rate Shocks):

+ 200 basis points 3.0 3.9 (10.0)

+ 100 basis points 1.6 2.0 (10.0)

- 100 basis points (1.9) (2.2) (10.0)

- 200 basis points (4.0) (4.6) (10.0)

Economic value of equity (Rate Shocks):

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There are multiple factors that influence our interest rate risk position and impact net interest income, including external factors such as the shape of the yield curve, the competitive landscape and expectations regarding future interest rates, as well as internal factors regarding product offerings, product mix and pricing and re-pricing of loans and deposits.

Our current interest rate risk position is moderately asset sensitive.

Our current interest rate risk position is slightly asset sensitive.

A key driver of this position resulted from the origination of consumer and commercial loans with short-term repricing characteristics, some of which have been swapped to a fixed rate.

Total variable and adjustable-rate loans were 62.8% and 62.9% of total net loans and leases at March 31, 2025 and December 31, 2024, respectively.

Forty-seven percent of our net loans and leases reprice within the next three months and are indexed to short-term SOFR, Prime and other indices.

Total variable and adjustable-rate loans were 63.0% and 62.9% of total net loans and leases at June 30, 2025 and December 31, 2024, respectively.

Forty-six percent of our net loans and leases reprice within the next three months and are indexed to short-term SOFR, Prime and other indices.

Furthermore, we regularly sell long-term fixed-rate residential mortgages in the secondary market.

Management continues to be proactive in managing our interest rate risk (IRR) position with the intention to manage to a more neutral position given the current market expectations for lower short-term interest rates.

During the first three months of 2025, management adjusted the IRR position by slightly extending the duration of the investment securities portfolio, originating adjustable-rate mortgage loans with longer-duration fixed-rate reset periods, strategically meeting our customers' preferences for higher yielding deposit products, with shorter-term time deposits and utilizing borrowings with variable rates and varying maturities.

During the first six months of 2025, management adjusted the IRR position by purchasing investment securities with an average duration of 4.0 years, originating adjustable-rate mortgage loans with longer-duration fixed-rate reset periods, strategically meeting our customers' preferences for deposit products with shorter-term time deposits and maintaining borrowings with variable rates and varying maturities.

As a result, the net interest income change over 12 months shown above in both the up and down rate ramp scenarios is, as intended, closer to neutral when compared to December 31, 2024.

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The volume, maturity and mix of derivative positions change periodically as we adjust our broader interest rate risk management objectives, and the balance sheet positions to be hedged.

During the fourth quarter of 2024, we executed receive-fixed interest rate swaps designated as cash flow hedges for variable rate commercial loans for $1.0 billion (notional) at an average rate of 3.9% and average maturity of 42.3 months.

At March 31, 2025, we have a total of $2.0 billion (notional) of these cash flow hedges at an average rate of 2.7% and average maturity of 22.8 months with the last hedge scheduled to expire in January 2030, with $0.75 billion (notional) of this total maturing in 2025 at an average rate of 0.8%.

During the fourth quarter of 2024, we executed $1.0 billion notional balance receive-fixed interest rate swaps designated as cash flow hedges for variable rate commercial loans at an average rate of 3.9% and average maturity of 42.3 months.

During the second quarter of 2025, we executed $250 million (notional) at a rate of 3.7% and a maturity of 24 months.

At June 30, 2025, we have a total of $1.95 billion (notional) of these cash flow hedges at an average rate of 3.0% and average maturity of 23.0 months with $500 million (notional) of this total maturing in 2025 at an average rate of 0.7%.

Additionally, we have a $200.0 million (notional) interest rate collar on variable rate commercial loans with strike rates between 2.8525% and 5.50% that matures in April 2026.

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We typically enter into offsetting third-party contracts with reputable counterparties with substantially matching terms to economically hedge the exposure related to these derivatives.

At March 31, 2025, the commercial customer-related interest rate swaps totaled $6.0 billion (notional), up from $5.9 billion (notional) at December 31, 2024.

At June 30, 2025, the commercial customer-related interest rate swaps totaled $6.1 billion (notional), up from $5.9 billion (notional) at December 31, 2024.

For additional information regarding interest rate swaps, see Note 10, "Derivative Instruments and Hedging Activities" in the Notes to Consolidated Financial Statements in this Report.

In addition to the rate ramp scenarios for net interest income changes shown above, we also model immediate interest rate shock scenarios.

These results use historical long-term deposit rate beta assumptions that are regularly analyzed and adjusted as necessary for both rising and falling rate scenarios.

Assuming a static Balance Sheet, a +100 basis point Rate Shock increases

net interest income (12 months) by 1.9% at March 31, 2025 and 2.0% at December 31, 2024.

For a +200 basis point Rate Shock, net interest income (12 months) increases by 3.5% at March 31, 2025 and 3.9% at December 31, 2024.

The metrics for a minus 200 basis point Rate Shock are (4.2)% and (4.6)% at March 31, 2025 and December 31, 2024, respectively, and for a minus 100 basis point Rate Shock are (2.0)% and (2.2)% at March 31, 2025 and December 31, 2024, respectively.

In addition to the cash flow hedges, the primary drivers of the change in net interest income in the rate shock scenarios include the mix shift of deposit products into shorter-term time deposits, the pace of deposit repricing and assumed betas and loan prepayments.

These results reflect a more neutral net interest income change over 12 months in both the up and down rate shock scenarios compared to December 31, 2024, consistent with the rate ramp results.

We recognize that all asset/liability models have some inherent shortcomings.

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In particular, holders of deposits which exceed FDIC insurance limits may perceive such a downgrade or warning negatively and withdraw all or a portion of such deposits.

The following table presents the credit ratings for FNB and FNBPA as of March 31, 2025:

The following table presents the credit ratings for FNB and FNBPA as of June 30, 2025:

Moody's Standard & Poor's Kroll

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Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

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Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Earnings per diluted common share $ 0.36 $ 0.34 $ 0.68 $ 0.66

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Three Months Ended

June 30, Six Months Ended

(dollars in thousands) 2025 2024 2025 2024

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Three Months Ended

June 30, Six Months Ended

(dollars in thousands) 2025 2024 2025 2024

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Tangible book value per common share

(dollars in thousands, except per share data) March 31, 2025 March 31, 2024

(dollars in thousands, except per share data) June 30, 2025 June 30, 2024

Total shareholders’ equity $ 6,523,791 $ 6,089,634

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Tangible common equity to tangible assets

(dollars in thousands) March 31, 2025 March 31, 2024

(dollars in thousands) June 30, 2025 June 30, 2024

Total shareholders' equity $ 6,523,791 $ 6,089,634

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Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

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Operating non-interest expense (non-GAAP) $ 246,225 $ 225,808 $ 493,036 $ 459,905

Key Performance Indicators

Efficiency ratio

Three Months Ended

March 31, Three Months Ended

(dollars in thousands) 2025 2024 December 31, 2024

June 30, Six Months Ended

(dollars in thousands) 2025 2024 2025 2024

Non-interest expense $ 246,225 $ 226,612 $ 493,036 $ 463,708

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Reduction of previous estimated loss on indirect auto loan sale — — — 2,603

Tax credit-related project impairment — — (10,397)

Adjusted non-interest expense $ 241,930 $ 221,229 $ 484,487 $ 450,694

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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