What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-06 · 276 added, 221 removed, 846 unchanged (37% 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 six-month periods ended June 30, 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 nine-month periods ended September 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 six months ended June 30, 2025 are not necessarily indicative of results expected for the full year.

Our results of operations for the nine months ended September 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,” “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.

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,” “enable,” “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 volatility of the mortgage banking business;

• changes in market interest rates and the unpredictability of monetary, tax and other policies of government agencies, including tariffs or the imposition of new tariffs, trade wars, barriers or restrictions, or threats of such actions;

• changes in market interest rates, the U.S.

federal government shutdown and the unpredictability of monetary, tax and other policies of government agencies, including tariffs or the imposition of new tariffs, trade wars, barriers or restrictions, or threats of such actions;

• the impact of changes in interest rates on the value of our investment securities portfolios;

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• any interruption in or breach in security of our information systems, or other cybersecurity risks;

• risks associated with reliance on third-party vendors;

• risks associated with reliance on third-party vendors and artificial intelligence;

• risks associated with the use of models, estimations and assumptions in our business;

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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 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.

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.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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USE OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS

To supplement our Consolidated Financial Statements presented in accordance with GAAP, we use certain non-GAAP financial measures, such as operating net income available to common shareholders, operating earnings per diluted common share, return on average tangible common equity, return on average tangible assets, tangible book value per common share, the ratio of tangible common equity to tangible assets, operating non-interest expense, efficiency ratio and net interest margin (FTE) to provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers.

To supplement our Consolidated Financial Statements presented in accordance with GAAP, we use certain non-GAAP financial measures, such as operating net income available to common shareholders, operating earnings per diluted common share, return on average tangible common equity, return on average tangible assets, tangible book value per common share, the ratio of tangible common equity to tangible assets, operating non-interest expense, pre-provision net revenue (reported), operating pre-provision net revenue, efficiency ratio and net interest margin (FTE) to provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers.

Management uses these measures internally to assess and better understand our underlying business performance and trends related to core business activities.

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FINANCIAL SUMMARY

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.

Net income available to common shareholders for the third quarter of 2025 was $149.5 million, or $0.41 per diluted common share.

Comparatively, third quarter of 2024 net income available to common shareholders totaled $110.1 million, or $0.30 per diluted common share.

On an operating basis, earnings per diluted common share (non-GAAP) was $0.41 for the third quarter of 2025, excluding $(2.3) million (pre-tax) of significant items impacting earnings per diluted common share, while the third quarter of 2024 was $0.34, excluding $15.3 million (pre-tax) of significant items impacting earnings.

We reported record earnings per diluted common share of $0.41, an increase of 14% from the prior quarter, with record total revenue of $457 million principally driven by growth in net interest income, margin expansion and record non-interest income.

Pre-provision net revenue (non-GAAP) grew 11% linked-quarter contributing to positive operating leverage and an efficiency ratio (non-GAAP) of 52% in the top-quartile on a peer relative basis.

Our growing profitability further strengthened capital levels to all-time highs with a CET1 regulatory capital ratio of 11.1%, tangible book value per common share (non-GAAP) growth of 11% year-over-year and a return on tangible common equity ratio (non-GAAP) of 15%.

Our performance is supported by our consistent underwriting standards and proactive credit risk management actions, which led to continued solid credit results for the quarter including a 7.3% decline in criticized loans from the prior quarter.

Income Statement Highlights

• 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.

• Net interest income totaled a record $359.3 million, an increase of $12.1 million, or 3.5%, from the prior quarter, primarily due to growth in earning assets, lower cost of funds and the impact of one more day in the current quarter.

• On a linked-quarter basis, the net interest margin (FTE) (non-GAAP) increased 6 basis points to 3.25%, reflecting a 3 basis point improvement in the total yield on earning assets (non-GAAP) and a 3 basis point decline in the total cost of funds.

• The provision for credit losses was $24.0 million, a decrease of $1.6 million from the prior quarter, with net charge-offs of $19.7 million, or 0.22% annualized of total average loans, compared to $21.8 million, or 0.25% annualized, in the prior quarter, reflecting continued proactive management of the loan portfolio.

• Non-interest income totaled a record $98.2 million, an increase of $7.2 million, or 7.9%, from the prior quarter, benefiting from our diversified business model and related revenue generation.

• Pre-provision net revenue (non-GAAP) totaled $213.9 million, an 11.4% increase from the prior quarter, driven by continued strong non-interest income generation, growth in net interest income and well-managed non-interest expense.

Balance Sheet Highlights

• 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, 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.

• For the quarter ending September 30, 2025 average loans and leases totaled $34.8 billion, an increase of $1.0 billion, or 3.0%, over the quarter ending September 30, 2024, primarily driven by consumer loan growth of $994.7 million.

• Average deposits totaled $37.9 billion, an increase of $2.3 billion, or 6.4%, as the growth in average interest-bearing demand deposits of $2.1 billion, average time deposits of $261.3 million and average non-interest-bearing demand deposits of $38.2 million more than offset the decline in average savings deposits of $155.9 million.

• On a linked-quarter basis, average loans and leases increased 3.6% annualized, and average deposits increased 8.2% annualized.

• The loan-to-deposit ratio was 91% at September 30, 2025, a slight improvement compared to 92% for both June 30, 2025 and September 30, 2024.

• The ratio of non-performing loans plus OREO to total loans and leases plus OREO increased 3 basis points from the prior quarter to 0.37%.

The ratio was 0.39%, or a decrease of 2 basis points compared to September 30, 2024.

Total delinquency decreased 14 basis points to 0.65%, compared to 0.79% at September 30, 2024, and increased 3 basis points from the prior quarter.

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

• The ACL on loans and leases was $437.3 million, an increase of $17.1 million compared to September 30, 2024, driven primarily by loan growth, with the ratio of the ACL to total loans and leases remaining stable at 1.25%.

• Tangible book value per common share (non-GAAP) of $11.48 increased 11.1% compared to September 30, 2024, and 3.1% compared to June 30, 2025.

AOCI reduced the tangible book value per common share (non-GAAP) by $0.22 as of September 30, 2025, primarily due to the impact of unrealized losses on AFS securities, compared to a reduction of $0.43 as of September 30, 2024, and $0.26 as of June 30, 2025.

• Record capital levels with the CET1 capital ratio at 11.1% compared to 10.4% at September 30, 2024, and 10.8% at June 30, 2025.

The tangible common equity to tangible assets ratio (non-GAAP) was also a record at 8.7%, compared to 8.2% at September 30, 2024, and 8.5% at June 30, 2025.

• During the third quarter of 2025, we repurchased $12 million, or 0.8 million shares, of our common stock at a weighted average share price of $15.50 while maintaining capital above stated operating levels and supporting loan growth in the quarter.

Three Months Ended

September 30,

Quarterly Results Summary 2025 2024

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Significant items impacting earnings (1) (millions)

Pre-tax FDIC assessment $ — $ (0.8)

After-tax impact of FDIC assessment — (0.6)

Pre-tax FDIC assessment reduction $ 2.3 $ —

After-tax impact of FDIC assessment reduction 1.8 —

Pre-tax software impairment — (3.7)

After-tax impact of software impairment — (2.9)

Pre-tax loss related to indirect auto loan sale — (11.6)

After-tax impact of loss related to indirect auto loan sale — (9.1)

Total significant items pre-tax $ 2.3 $ (15.3)

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Tangible book value per common share (non-GAAP) $ 11.48 $ 10.33

Six Months Ended

Nine Months Ended

September 30,

Year-to-Date Results Summary 2025 2024

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After-tax impact of FDIC assessment 1.8 (4.1)

Pre-tax loss on indirect auto loan sales — 2.6

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

Pre-tax software impairment — (3.7)

After-tax impact of software impairment — (2.9)

Pre-tax loss related to indirect auto loan sales — (9.0)

After-tax impact of loss related to indirect auto loan sales — (7.1)

Total significant items after-tax $ 1.8 $ (19.0)

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RESULTS OF OPERATIONS

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.

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

Net income available to common shareholders for the three months ended September 30, 2025 was $149.5 million, or $0.41 per diluted common share, compared to $110.1 million, or $0.30 per diluted common share, for the three months ended September 30, 2024.

On an operating basis, third quarter of 2025 earnings per diluted common share (non-GAAP) was $0.41, excluding $(2.3) million (pre-tax) of significant items impacting earnings.

By comparison, third quarter of 2024 earnings per diluted common share (non-GAAP) was $0.34 on an operating basis, excluding the $11.6 million (pre-tax) loss on indirect auto loan sale and $3.7 million (pre-tax) software impairment.

Net interest income totaled $359.3 million, an increase of $35.9 million, or 11.1%, reflecting growth in earning assets and lower interest-bearing deposit costs, partially offset by lower yields on earning assets.

The net interest margin (FTE) (non-GAAP) increased 17 basis points to 3.25%.

The provision for credit losses was $24.0 million, compared to $23.4 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%.

Non-interest income increased $8.5 million, or 9.5%, primarily due to increases in mortgage banking operations income, capital markets income, wealth management revenue and other non-interest income.

Non-interest expense for the third quarter of 2025 decreased $5.9 million, or 2.4%.

On an operating basis, non-interest expense (non-GAAP) increased $11.6 million, or 5.0%, when excluding significant items of $(2.3) million in the third quarter of 2025 and $15.3 million in the same quarter of 2024.

Financial highlights are summarized below:

Three Months Ended

September 30, $ %

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

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Three Months Ended

September 30,

Return on average equity 9.02 % 7.10 %

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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,

Three Months Ended September 30,

(dollars in thousands) Average

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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.

Net interest income on an FTE basis (non-GAAP) increased $36.2 million, or 11.1%, primarily due to growth in earning assets, lower total average borrowings and lower deposit costs, partially offset by lower yields on earning assets.

Average earning assets of $44.5 billion increased $2.2 billion, or 5.1%, primarily driven by an increase in average loans and leases.

Average interest-bearing liabilities of $32.2 billion increased $1.8 billion, or 5.9%, driven by an increase of $2.3 billion in average interest-bearing deposits, which supported the growth in earning assets.

Our net interest margin FTE (non-GAAP) increased 17 basis points on a year-over-year basis to 3.25%.

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:

The yield on earning assets (non-GAAP) decreased 15 basis points to 5.36%, driven by a 24 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 125 basis points between August 2024 and September 30, 2025, offset by a 41 basis point increase in yields on investment securities to 3.58% partially due to the AFS securities sold in November 2024 as part of our balance sheet repositioning.

Total cost of funds decreased 33 basis points to 2.23% with a 42 basis point decrease in interest-bearing deposit costs to 2.66% and a 51 basis point decrease in total borrowing costs, inclusive of the December 2024 offering of $500 million of 5.722% fixed-rate/floating rate senior notes and the August 2025 maturity of $350 million of 5.150% senior notes.

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 September 30, 2025, compared to the three months ended September 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 $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.

Interest income on an FTE basis (non-GAAP) of $599.1 million for the third quarter of 2025, increased $13.4 million, or 2.3%, from the same quarter of 2024, resulting from an increase in average earning assets of $2.2 billion.

The increase in average earning assets was primarily driven by a $1.0 billion, or 3.0%, increase in average loans and leases and an increase of $735.1 million in average interest-bearing deposits with banks.

Average consumer loans increased $994.7 million, or 7.9%, with a $1.1 billion increase in residential mortgage loans largely due to the continued successful execution in key markets by our mortgage banker team and our long-standing strategy of serving the purchase market.

This growth was partially offset by a decrease in average indirect auto loans of $222.3 million reflecting the sale of $431 million that closed in September of 2024.

Average commercial loan growth of $16.8 million, or 0.1%, reflected by increases of $4.5 million in commercial and industrial loans and $100.9 million in commercial leases, partially offset by a decrease of $100.9 million in commercial real estate loans.

The increase in average commercial loans and leases was driven by growth in the North Carolina and Cleveland markets, offset by

higher attrition levels driven by activity in the secondary market.

The yield on average earning assets (non-GAAP) decreased 15 basis points to 5.36% for the third quarter of 2025, primarily due to a 24 basis point decrease in yields on loans to 5.79%, offset by a 41 basis point increase in yields on investment securities to 3.58%, benefiting from balance sheet restructuring activities in 2024.

Interest expense of $236.7 million for the third quarter of 2025 decreased $22.7 million from the same quarter of 2024, primarily due to lower overall cost of funds and lower average borrowings.

The growth in average interest-bearing demand deposits of $2.1 billion, average time deposits of $261.3 million and average non-interest-bearing demand deposits of $38.2 million more than offset the decline in average savings deposits of $155.9 million as customers continued to migrate 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.

Average short-term borrowings decreased $663.2 million, or 28.3%, primarily reflecting a decrease in FHLB borrowings as a result of our organic deposit growth.

Average long-term borrowings increased $196.7 million, or 8.5%, primarily reflecting the December 2024 issuance of $500 million in senior notes due in 2030, partially offset by the maturity of $350 million in senior notes in August 2025.

The total cost of funds decreased 33 basis points to 2.23% with a 42 basis point decrease in interest-bearing deposit costs to 2.66%, and a decrease of 51 basis points in total borrowing costs.

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Three Months Ended

September 30, $ %

(dollars in thousands) 2025 2024 Change Change

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Provision for unfunded loan commitments

694 (119) 813 683.2

(859) 601 (1,460) n/m

Total provision for credit losses on loans and leases 24,030 23,451 579 2.5

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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.

Provision for credit losses for the third quarter of 2025 reflected net charge-offs of $19.7 million, or 0.22% annualized of total average loans, compared to $21.5 million, or 0.25% annualized, in the third 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:

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

Three Months Ended

September 30, $ %

(dollars in thousands) 2025 2024 Change Change

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Bank owned life insurance 4,208 6,470 (2,262) (35.0)

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

Net securities gains (losses) — (28) 28 n/m

Other 9,169 3,892 5,277 135.6

Total non-interest income $ 98,170 $ 89,688 $ 8,482 9.5 %

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.

n/m - not meaningful

Total non-interest income increased by $8.5 million, or 9.5%, to a record of $98.2 million for the third quarter of 2025, compared to $89.7 million for the third 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.

Wealth management revenues increased $1.5 million, or 8.0%, as securities commissions and fees and trust services income increased 12.6% and 4.7%, respectively, through continued strong contributions across the geographic footprint and a $0.8 billion, or 5.5%, increase in the market value of assets under administration to $14.9 billion at September 30, 2025.

Capital markets income increased $1.7 million, or 27.1%, driven by record debt capital markets and international banking income, as well as contributions from customer swap activity, syndications, public finance and advisory services.

Mortgage banking operations income increased $3.6 million, or 65.8%, due to strong sold loan volumes, net positive fair value adjustments from pipeline hedging activity and an MSR impairment of $2.8 million in the third quarter of 2024.

Mortgage sold production increased 21% from the year-ago quarter.

BOLI income decreased $2.3 million, or 35.0%, reflecting lower life insurance claims.

Other non-interest income increased $5.3 million, or 135.6%, primarily due to a $5.4 million recovery on an other asset previously written off as part of the 2017 Yadkin Financial Corporation acquisition.

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:

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

Three Months Ended

September 30, $ %

(dollars in thousands) 2025 2024 Change Change

8 unchanged sentences

Total non-interest expense $ 243,535 $ 249,431 $ (5,896) (2.4) %

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.

Total non-interest expense of $243.5 million for the third quarter of 2025 decreased $5.9 million, or 2.4%, from the same period of 2024.

Non-interest expense increased $11.6 million, or 5.0%, when excluding significant items of $(2.3) million in the third quarter of 2025 and $15.3 million 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, $ %

Salaries and employee benefits of $131.6 million increased $5.5 million, or 4.4%, primarily reflecting strategic hiring, continued investments in our risk management infrastructure and higher production-related compensation.

Net occupancy and equipment of $44.8 million decreased $1.0 million, or 2.2%, as the costs associated with technology-related investments and de novo branch expansion were more than offset by the software impairment charge of $3.7 million incurred during the third quarter of 2024.

FDIC insurance decreased $3.7 million, or 36.9%, largely due to the $2.3 million reduction in the FDIC special assessment related to the replenishment of the FDIC's Deposit Insurance Fund associated with protecting uninsured depositors following the failed banks in early 2023 based on loss information at that time provided by the FDIC.

Other non-interest expense decreased $7.8 million, or 23.7%, primarily due to the $11.6 million loss on indirect auto loan sale in the third quarter of 2024, partially offset in the third quarter of 2025 by the impact of Community Uplift, a mortgage down payment assistance program that also includes commitments from our previously announced settlement agreement with the DOJ.

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

Three Months Ended September 30, $ %

(dollars in thousands) 2025 2024 Change Change

2 unchanged sentences

FDIC special assessment 2,272 — 2,272

Software impairment — (3,690) 3,690

Loss related to indirect auto loan sale — (11,572) 11,572

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

2 unchanged sentences

Three Months Ended

September 30,

(dollars in thousands) 2025 2024

2 unchanged sentences

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.

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

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Net income available to common shareholders for the first nine months of 2025 was $396.7 million, or $1.09 per diluted common share, compared to $349.5 million, or $0.96 per diluted common share for the first nine months of 2024.

On an operating basis (non-GAAP), net income available to common shareholders for the first nine months of 2025 was $394.9 million, or $1.09 per diluted common share, compared to $368.5 million or $1.02 per diluted common share for the first nine months of 2024.

Net interest income totaled $1.0 billion, an increase of $72.1 million, or 7.5%, compared to $958.2 million, reflecting growth in earning assets, partially offset by balance growth in higher yielding deposit products.

The net interest margin (FTE) (non-GAAP) increased 5 basis points to 3.16%.

Total cost of funds decreased 19 basis points to 2.27% with a 26 basis point decrease in interest-bearing deposit costs to 2.69% and a 34 basis point decrease in total borrowing costs.

The yield on earning assets (non-GAAP) declined 14 basis points to 5.31%, driven by a 22 basis point decline in yields on loans to 5.75%, offset by a 35 basis point increase in yields on investment securities to 3.48%, benefiting from balance sheet restructuring activities in 2024.

The provision for credit losses for the first nine months of 2025 totaled $67.1 million, compared to $57.5 million.

Net charge-offs for the first nine months of 2025 totaled $54.0 million, or 0.21% annualized of total average loans, compared to $42.1 million, or 0.17% annualized.

Non-interest income totaled $277.0 million, compared to $265.5 million, reflecting increased mortgage banking operations income, capital markets income, wealth management revenue and other non-interest income.

Non-interest expense totaled $736.6 million, increasing $23.4 million, or 3.3%.

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.

On an operating basis (non-GAAP), non-interest expense increased $44.8 million, or 6.5%, compared to the first nine months of 2024 as the year-ago period included significant items impacting earnings of $19.1 million.

S alaries and benefits increased $20.4 million, or 5.4%, primarily reflecting strategic hiring, continued investments in our risk management infrastructure and higher production-related compensation.

Additionally, net occupancy and equipment expense increased $5.6 million, or 4.2%, and outside services increased $7.2 million, or 10.2%, offset by an FDIC insurance expense decline of $8.9 million due to the special assessment expense of $5.2 million in 2024, combined with the $2.3 million reduction to the special assessment in the third quarter of 2025.

Financial highlights are summarized below:

Six Months Ended

Nine Months Ended

September 30, $ %

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

11 unchanged sentences

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

Six Months Ended

Nine Months Ended

September 30,

Return on average equity 8.19 % 7.81 %

10 unchanged sentences

Six Months Ended June 30,

Nine Months Ended September 30,

(dollars in thousands) Average

45 unchanged sentences

Net Interest Income

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.

Net interest income on an FTE basis (non-GAAP) totaled $1.0 billion, increasing $72.5 million, or 7.5%, reflecting growth in earning assets, partially offset by balance growth in higher yielding deposit products.

Average earning assets grew $2.5 billion, or 6.1%, primarily driven by loan growth.

2 unchanged sentences

Total average borrowings decreased $303.4 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 six months ended June 30, 2025, compared to the six months ended June 30, 2024:

The net interest margin (FTE) (non-GAAP) increased 5 basis points to 3.16%.

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 nine months ended September 30, 2025, compared to the nine months ended September 30, 2024:

(in thousands) Volume Rate Net

22 unchanged sentences

The increase in earning assets was primarily driven by a $1.3 billion, or 4.0%, increase in average loans and leases and an increase of $819.2 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.

The increase in average commercial loans and leases was driven by activity across the footprint, including the South Carolina and eastern North Carolina markets with strong contributions from our commercial leasing team.

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

Average consumer loans increased $917.5 million, or 7.6%, with a $1.3 billion increase in residential mortgages largely due to the continued successful execution in key markets and long-standing strategy of serving the purchase market.

Average consumer loans increased $944.2 million, or 7.7%, with a $1.2 billion increase in residential mortgages largely due to the continued successful execution in key markets and our long-standing strategy of serving the purchase market.

Average indirect installment loans decreased $329.2 million, or 29.9%, reflecting the $431 million sale that closed in the third quarter of 2024, partially offset by new organic growth in the portfolio.

Average commercial loan growth of $365.6 million, or 1.8%, included increases of $153.5 million in commercial real estate, $108.5 million in commercial leases and $89.5 million in commercial and industrial loans.

The increase in average commercial loans and leases was driven by activity across the footprint, including the Charlotte and eastern North Carolina markets with strong contributions from our commercial leasing team.

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

The yield on average earning assets (non-GAAP) decreased 14 basis points to 5.31%, driven by a 22 basis point decline in yields on loans to 5.75%, partially offset by a 35 basis point increase in yields on investment securities to 3.48%.

Interest expense of $471.0 million increased $5.3 million primarily due to an increase in average interest-bearing deposits.

Interest expense of $707.7 million decreased $17.5 million primarily due to a 19 basis point reduction in the cost of funds, partially offset by the growth in average interest-bearing deposits.

Average total deposits increased $2.5 billion, or 7.3%, 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 $593.0 million more than offset the decline in average savings deposits of $216.8 million and average non-interest-bearing demand deposits of $119.5 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%.

The funding mix has slightly shifted with non-interest-bearing demand deposits comprising 26% of total deposits at September 30, 2025, compared to 27% at September 30, 2024.

Average short-term borrowings decreased $816.3 million, or 33.2%, primarily reflecting a decrease in FHLB borrowings as a result of our organic deposit growth.

Average long-term borrowings increased $512.8 million, or 23.5%, primarily reflecting the December 2024 issuance of $500 million in senior notes, partially offset by the maturity of $350 million in senior notes in August 2025.

The decrease in total cost of funds is comprised of a 34 basis point decrease in total borrowing costs and a 26 basis point decrease in interest-bearing deposit costs to 2.69%.

Provision for Credit Losses

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

Six Months Ended

Nine Months Ended

September 30, $ %

(dollars in thousands) 2025 2024 Change Change

6 unchanged sentences

Net loan charge-offs (annualized) / total average loans and leases 0.21 % 0.17 %

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%.

The provision for credit losses on loans and leases was $67.2 million, compared to $57.5 million for the first nine months of 2024.

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

The first nine months of 2025 included net charge-offs of $54.0 million, or 0.21% annualized of total average loans, compared to $42.1 million, or 0.17% annualized, in the first nine months of 2024, reflecting continued proactive management of the loan portfolio.

The ACL on loans and leases was $437.3 million, an increase of $17.1 million, reflecting overall loan growth and a stable ratio of the ACL to total loans and leases at 1.25%.

Non-Interest Income

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

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

Nine Months Ended

September 30, $ %

(dollars in thousands) 2025 2024 Change Change

8 unchanged sentences

Bank owned life insurance 13,396 13,232 164 1.2

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

Net securities gains (losses) 58 (31) 89 n/m

Other 17,954 12,120 5,834 48.1

Total non-interest income $ 276,951 $ 265,472 $ 11,479 4.3 %

n/m - not meaningful

Total non-interest income increased $11.5 million, or 4.3%.

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 $4.2 million, or 7.2%, to a record $62.2 million as securities commissions and fees and trust services income increased 10.7% 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.

Additionally, the market value of assets under administration increased $0.8 billion, or 5.5%, to $14.9 billion at September 30, 2025.

Insurance commissions and fees decreased $2.4 million, or 13.7%, primarily due to lower contingent fees during the first nine months of 2025.

Capital markets income increased $2.4 million, or 13.7%, driven by debt capital markets and international banking income, as well as contributions from customer swap activity, syndications, public finance and advisory services.

Mortgage banking operations income increased $2.1 million, or 10.2%, from higher sold loan volumes, net hedging impacts and an MSR impairment of $2.6 million in the first nine months of 2024.

During the first nine months of 2025, we sold $1.1 billion of residential mortgage loans, a 14.6% increase compared to $1.0 billion for the same period of 2024.

Dividends on non-marketable equity securities decreased $1.8 million, or 9.2%, reflecting lower FHLB dividends resulting from a lower average balance of FHLB stock, related to decreased FHLB borrowings.

Other non-interest income increased $5.8 million, or 48.1%, primarily due to a $5.4 million recovery on an other asset previously written off as part of the 2017 Yadkin Financial Corporation acquisition.

Non-Interest Expense

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

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

Nine Months Ended

September 30, $ %

(dollars in thousands) 2025 2024 Change Change

8 unchanged sentences

Total non-interest expense $ 736,571 $ 713,139 $ 23,432 3.3 %

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.

Total non-interest expense of $736.6 million for the first nine months of 2025 increased $23.4 million, a 3.3% increase from the same period of 2024.

On an operating basis, non-interest expense (non-GAAP) increased $44.8 million, or 6.5%, when adjusting for significant items of $(2.3) million and $19.1 million in the first nine months of 2025 and 2024, respectively.

See Table 18 in 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.

1 unchanged sentence

Net occupancy and equipment expense of $137.8 million increased $5.6 million, or 4.2%, 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.

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.

Outside services increased $7.2 million, or 10.2%, with higher volume-related technology and third-party costs associated with ongoing investments in our ERM Framework and digital banking platform.

FDIC insurance decreased $8.9 million, or 27.3%, primarily due to the 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 at that time provided by the FDIC, combined with the $2.3 million reduction to the FDIC special assessment in the third quarter of 2025.

Other non-interest expense was $73.7 million and $74.2 million for the first nine months of 2025 and 2024, respectively.

The decrease was primarily due to a $9.0 million loss on the indirect auto loan sales for the first nine months of 2024, partially offset by 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 impacting earnings:

Six Months Ended

Nine Months Ended

September 30, $ %

(dollars in thousands) 2025 2024 Change Change

1 unchanged sentence

Significant items:

Branch consolidations — (1,194) 1,194

Branch consolidation costs — (1,194) 1,194

FDIC special assessment 2,272 (5,212) 7,484

Reduction in previously estimated loss on indirect auto loan sale — 2,603 (2,603)

Software impairment — (3,690) 3,690

Loss related to indirect auto loan sales — (8,969) 8,969

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

1 unchanged sentence

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

Six Months Ended

Nine Months Ended

September 30,

(dollars in thousands) 2025 2024

2 unchanged sentences

Statutory federal tax rate 21.0 21.0

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.

Income tax expense was higher for the nine months ended September 30, 2025, primarily due to higher pre-tax income, partially offset by increased net LIHTC.

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

FINANCIAL CONDITION

The following table presents our condensed Consolidated Balance Sheets:

(dollars in millions) June 30,

(dollars in millions) September 30,

2025 December 31,

23 unchanged sentences

Following is a summary of loans and leases:

(dollars in millions) June 30,

(dollars in millions) September 30,

2025 December 31,

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Following is a summary of non-performing assets:

(dollars in millions) June 30,

(dollars in millions) September 30,

2025 December 31,

12 unchanged sentences

Total non-performing assets $ 128 $ 162 $ (34) (21.0) %

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.

Non-performing assets decreased $34.5 million, from $162.4 million at December 31, 2024 to $127.9 million at September 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

5 unchanged sentences

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

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

At September 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 September 30, 2025, the macroeconomic variables that we utilized included, but were not limited to:

(i) the purchase only Housing Price Index, which increases 3.4% over our R&S forecast period, (ii) a CRE Price Index, which decreases 4.0% over our R&S forecast period, (iii) S&P Volatility, which increases 91.1% in 2025 and decreases 19.8% 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.

While we have not changed our ACL modeling methodology, we continually assess our key macroeconomic variables and their correlation to our historical and expected portfolio performance.

During the quarter ended September 30, 2025, we changed certain macroeconomic variables used for ACL modeling purposes as we believe the new variables better correlate to our historical performance over the economic cycles.

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.

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

Six Months Ended

June 30, Six Months Ended

June 30, June 30,

Nine Months Ended

September 30, Nine Months Ended

September 30, September 30,

(dollars in millions) 2025 2024 2025 2024 2025

10 unchanged sentences

Allowance for credit losses/non-performing loans 349.93 % 326.65 %

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.

The ACL on loans and leases of $437.3 million at September 30, 2025 increased $14.5 million, or 3.4%, from December 31, 2024.

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

The ACL as a percentage of non-performing loans for the total portfolio increased to 350% as of September 30, 2025, compared to 265% as of December 31, 2024.

Total provision for credit losses for the nine months ended September 30, 2025 was $67.1 million, compared to $57.5 million for the same period in 2024.

Net charge-offs were $54.0 million for the nine months ended September 30, 2025, compared to $42.1 million for the first nine months of 2024.

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

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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.

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

A wider credit quality impact could result from a slowing or a recessionary macroeconomic environment, which we monitor via our ongoing quarterly stress testing process.

Our primary source of funds is deposits.

Our diversified and granular deposit base are provided by business, consumer and municipal customers who we serve within our footprint.

Our diversified and granular deposit base is comprised of business, consumer and municipal customers who we serve within our footprint.

Following is a summary of deposits:

(dollars in millions) June 30,

(dollars in millions) September 30,

2025 December 31,

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Total deposits $ 38,441 $ 37,107 $ 1,334 3.6 %

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

Total deposits increased $1.3 billion, or 3.6%, 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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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.

On August 25, 2025, $350 million in senior debt that was issued in August 2022 matured.

Since inception of our $300 million stock purchase program, we repurchased 16.6 million shares at a weighted average share price of $11.81 for $196.3 million, with $103.7 million remaining for repurchase under this program.

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.

During the third quarter of 2025, we repurchased 0.8 million shares at a weighted average share price of $15.50 for $12.0 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 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.

At September 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 June 30, 2025

As of September 30, 2025

Total capital $ 4,860 12.79 % $ 3,799 10.00 % $ 3,989 10.50 %

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The issuance was met with strong investor interest and was priced with a coupon of 5.722%, a spread of 165 basis points above the yield of a comparable term Treasury Note.

During the third quarter of 2025, $350.0 million in senior debt that was issued in August 2022 matured.

During the second quarter of 2025, we redeemed $25.0 million in other subordinated debt assumed from our previous acquisition of UB Bancorp that was set to reprice at a higher interest rate.

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 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.

The parent company's cash position at September 30, 2025 was $403.5 million, decreasing $399.9 million since December 31, 2024, primarily due to the maturities and redemptions discussed above, as well as the repurchase of $32.1 million, or 2.2 million shares of FNB stock at an average cost of $14.30.

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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The LCR and MCH ratios and Parent company cash on hand are presented in the following table:

September 30,

2025 December 31,

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Parent company cash on hand (millions) $ 403.5 $ 803.4 n/a

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 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 improves to 2.5 times and 16.1 months, respectively.

As previously mentioned, our parent company cash on hand decreased from December 31, 2024, primarily due to the maturity of senior debt during the third quarter of 2025.

The LCR at September 30, 2025 includes the scheduled maturity of $100 million of subordinated debt that matured in October 2025, which is considered a cash outflow for the ratio calculations.

The MCH increased from December 31, 2024, primarily due to the debt maturities and redemptions relative to the cash balance on hand.

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 $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.

These strategies resulted in total deposit growth of $1.3 billion, or 3.6%, compared to December 31, 2024, with interest-bearing demand deposits, non-interest-bearing demand deposits and time deposits increasing $1.1 billion, $207.6 million and $55.3 million, respectively.

Savings account balances declined $63.2 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.

Our loan to deposit ratio stood at 91% at both September 30, 2025 and December 31, 2024.

At September 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 $2.0 billion at both September 30, 2025 and December 31, 2024.

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

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

(dollars in millions) June 30,

(dollars in millions) September 30,

2025 December 31,

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Cash and salable unpledged government and agency securities as a % of FNBPA assets 6.3 % 6.0 %

Uninsured Deposit Coverage Ratio 137.1 % 124.1 %

Our bank-level liquidity position remains strong.

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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.

At September 30, 2025, FNBPA has $3.1 billion of cash and salable unpledged government and agency securities representing 6.3% 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%.

The Uninsured Deposit Coverage Ratio is designed to determine the amount of funding sources available to cover uninsured deposit outflows.

This ratio has improved from December 31, 2024 due to various actions undertaken by management, including expanding borrowing capacity at the FHLB and FRB.

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

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.

The following liquidity gap analysis as of September 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 0.5 % (1.3) % (3.6) % (3.1) %

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.

The twelve-month cumulative gap to total assets ratio was (3.1)% as of September 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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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 June 30, 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 September 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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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 3.3% as of June 30, 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 2.3% as of September 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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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 Rate Shocks 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 June 30, 2025.

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

September 30,

2025 December 31,

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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 63.0% and 62.9% of total net loans and leases at June 30, 2025 and December 31, 2024, respectively.

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

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.

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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 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.

During the first nine months of 2025, management adjusted the IRR position by purchasing investment securities with an average duration of 4.1 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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During the second quarter of 2025, we executed $250 million (notional) at a rate of 3.7% and a maturity of 20 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%.

At September 30, 2025, we have a total of $1.70 billion (notional) of these cash flow hedges at an average rate of 3.4% and average maturity of 23.4 months with $250 million (notional) of this total maturing on October 1, 2025 at a rate of 0.69%.

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 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.

September 30, 2025, the commercial customer-related interest rate swaps totaled $6.0 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.

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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 June 30, 2025:

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

Moody's Standard & Poor's Kroll

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Accordingly, we have designed an ERM Framework and risk management practices to identify, assess, monitor and report the material risks known throughout the organization in pursuit of our business strategies.

Our Board of Directors and senior management have identified seven major categories of risk:

credit risk, market risk, liquidity risk, operational risk, compliance risk, reputation risk and strategic risk.

In its oversight role of our risk management function, the Board of Directors focuses on the strategies, analyses and conclusions of management relating to identifying, understanding and managing risks to optimize total shareholder value, while balancing prudent business and safety and soundness considerations.

Our Board of Directors and senior management have identified six major categories of risk:

credit risk, market risk, liquidity risk, operational risk, compliance risk and strategic risk.

Reputation risk is considered across all six major risk categories as a consequential risk.

We support our risk management processes and business oversight through three lines of defense and a governance structure at the Board of Directors and management levels.

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• assess the quality of the information they receive;

• understand the businesses, investments and financial, accounting, legal, regulatory and strategic considerations, and the risks that FNB faces;

• oversee and assess how senior management evaluates risk;

• understand the businesses, investments and financial, accounting, legal, regulatory and strategic considerations, and the material risks that FNB faces;

• oversee and assess how senior management evaluates material risk;

• assess appropriately the quality of our enterprise-wide risk management processes.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

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FDIC special assessment (2,272) — (2,272) 5,212

Tax benefit of FDIC special assessment — (169) — (1,095)

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

Tax expense of reduction of previous estimated loss on indirect auto loan sale — — — 547

Tax expense (benefit) of FDIC special assessment 477 — 477 (1,095)

Software impairment — 3,690 — 3,690

Tax benefit of software impairment — (775) — (775)

Loss related to indirect auto loan sales — 11,572 — 8,969

Tax benefit of loss related to indirect auto loan sales — (2,430) — (1,883)

Operating net income available to common shareholders (non-GAAP) $ 147,714 $ 122,160 $ 394,899 $ 368,522

The table above shows how operating net income available to common shareholders (non-GAAP) is derived from amounts reported in our financial statements.

We believe certain charges, such as preferred dividend at redemption, FDIC special assessment, loss related to indirect auto loan sale and branch consolidation costs are not organic costs to run our operations and facilities.

We believe certain charges, such as preferred dividend at redemption, FDIC special assessment, software impairment, loss related to indirect auto loan sales and branch consolidation costs are not organic costs to run our operations and facilities.

These costs are specific to each individual transaction, and may vary significantly based on the size and complexity of the transaction.

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

FDIC special assessment (0.01) — (0.01) 0.01

Tax benefit of FDIC special assessment — — — —

Reduction of previous estimated loss on indirect auto loan sale — — — (0.01)

Tax expense of reduction of previous estimated loss on indirect auto loan sale — — — —

Tax expense (benefit) of FDIC special assessment — — — —

Software impairment — 0.01 — 0.01

Tax benefit of software impairment — — — —

Loss related to indirect auto loan sales — 0.03 — 0.02

Tax benefit of loss related to indirect auto loan sales — (0.01) — (0.01)

Operating earnings per diluted common share (non-GAAP) $ 0.41 $ 0.34 $ 1.09 $ 1.02

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) 2025 2024 2025 2024

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) 2025 2024 2025 2024

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Tangible book value per common share

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

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

Total shareholders’ equity $ 6,635,620 $ 6,248,456

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Tangible common equity to tangible assets

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

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

Total shareholders' equity $ 6,635,620 $ 6,248,456

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

Non-interest expense $ 243,535 $ 249,431 $ 736,571 $ 713,139

Branch consolidations — — — (1,194)

Branch consolidation costs — — — (1,194)

FDIC special assessment 2,272 — 2,272 (5,212)

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

Software impairment — (3,690) — (3,690)

Loss related to indirect auto loan sales — (11,572) — (8,969)

Operating non-interest expense (non-GAAP) $ 245,807 $ 234,169 $ 738,843 $ 694,074

Pre-provision net revenue

Three Months Ended

(in thousands) September 30, 2025 June 30, 2025

Net interest income $ 359,272 $ 347,196

Non-interest income 98,170 91,015

Non-interest expense (243,535) (246,225)

Pre-provision net revenue (reported) (non-GAAP) $ 213,907 $ 191,986

Pre-provision net revenue (reported) (annualized) (non-GAAP) $ 848,651 $ 770,055

FDIC special assessment (non-interest expense) (2,272) —

Operating pre-provision net revenue (non-GAAP) $ 211,635 $ 191,986

Operating pre-provision net revenue (annualized) (non-GAAP) $ 839,637 $ 770,055

Efficiency ratio

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) 2025 2024 2025 2024

4 unchanged sentences

FDIC special assessment 2,272 — 2,272 (5,212)

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

Software impairment — (3,690) — (3,690)

Loss related to indirect auto loan sales — (11,572) — (8,969)

Adjusted non-interest expense $ 241,238 $ 229,439 $ 725,725 $ 680,133

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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