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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

2026-02-25 compared with 2025-02-27 · 275 added, 247 removed, 1929 unchanged (21% of the section changed)

38 unchanged sentences

These funds can be used to meet seasonal loan patterns and other intermediate term balance sheet fluctuations.

Approximately 41.0% of the investment portfolio is classified as available-for-sale, and we may generate additional liquidity through opportunistic sales of investment securities.

All of the investment portfolio is classified as available-for-sale or assets held for trading as of December 31, 2025, and we may generate additional liquidity through opportunistic sales of investment securities.

We also use securities held in the securities portfolio to pledge when obtaining public funds.

7 unchanged sentences

The measurement of market risk associated with financial instruments is meaningful only when all related and offsetting on- and off-balance-sheet transactions are aggregated, and the resulting net positions are identified.

See Item 7, “ Managements Discussion and Analysis of Financial Condition and Results of Operations - Investments and Securities ”, for additional information regarding the market risk sensitive instruments entered into for trading and other purposes, which is incorporated herein by reference.

Interest Rate Sensitivity

8 unchanged sentences

Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors.

As of December 31, 2024, the model simulations projected that 100 and 200 basis point increases in interest rates would result in negative variances in net interest income of 1.70% and 3.78%, respectively, relative to the base case over the next 12 months.

Interest rate decreases of 100 and 200 basis points would result in positive variances in net interest income of 0.89% and 1.81%, respectively, relative to the base case over the next 12 months.

These results reflect a liability-sensitive balance sheet and are consistent with the Company’s shift toward short-term funding combined with relatively little change in the mix of interest-earning assets.

As of December 31, 2025, the model simulations projected that 100 and 200 basis point increases in interest rates would result in positive variances in net interest income of 0.23% and 0.58%, respectively, relative to the base case over the next 12 months.

Interest rate decreases of 100 and 200 basis points would result in negative variances in net interest income of 1.10% and 1.70%, respectively, relative to the base case over the next 12 months.

These are good faith estimates and assume that the composition of our interest sensitive assets and liabilities existing at each year-end will remain constant over the relevant twelve month measurement period and that changes in market interest rates are instantaneous and sustained across the yield curve regardless of duration of pricing characteristics of specific assets or liabilities.

16 unchanged sentences

Consolidated Balance Sheets, December 31, 2025 and 2024

Consolidated Statements of Income, Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income, Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Income (Loss) , Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income ( Loss) , Years Ended December 31, 2025, 2024 and 2023

Consolidated Statements of Cash Flows, Years Ended December 31, 2025, 2024 and 2023

47 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Simmons First National Corporation (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (“financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Simmons First National Corporation (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated February 25, 2026, expressed an unqualified opinion thereon.

16 unchanged sentences

The Company’s loan portfolio totaled $17.5 billion as of December 31, 2025 and the allowance for credit losses on loans was $224.4 million.

As more fully described in Notes 1 and 4 to the Company’s consolidated financial statements, for loans receivable, the Allowance for Credit Loss (ACL) is a contra-asset valuation account, calculated in accordance with Topic 326 that is deducted from the amortized cost basis of loans to present the net amount expected to be collected.

The amount of each allowance account represents management’s best estimate of current expected credit losses on those financial instruments considering all available information from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument.

As more fully described in Notes 1 and 4 to the Company’s consolidated financial statements, for loans receivable, the Allowance for Credit Loss (ACL) is a contra-asset valuation account, calculated in accordance with Accounting Standards Codification Topic 326-20 that is deducted from the amortized cost basis of loans to present the net amount expected to be collected.

The amount of allowance represents management’s best estimate of current expected credit losses on those financial instruments considering all available information from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument.

Loans with similar risk characteristics are aggregated into homogenous segments for assessment.

2 unchanged sentences

The estimates include economic forecasts over the reasonable and supportable forecast period based on projected performance of economic variables that have a statistical relationship.

Management qualitatively adjusts its model results for risk factors that were not considered within the modeling processes but were still relevant in assessing the expected credit losses within the loan pools.

In some cases, management determined that an individual loan exhibited unique characteristics which differentiated the loan from other loans with the identified loan pools.

In such cases the loans were evaluated for expected credit losses on an individual basis and excluded from the collective evaluation.

Auditing management’s estimate of the ACL involved a high degree of subjectivity due to management’s identification and measurement of the qualitative factor adjustments being highly judgmental.

Management qualitatively adjusts its model results for risk factors that are not considered within the modeling processes but are still relevant in assessing the expected credit losses within the loan pools.

In some cases, management determines that an individual loan exhibits unique characteristics which differentiate the loan from other loans with the identified loan pools.

In such cases the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation.

Auditing management’s estimate of the ACL involves a high degree of subjectivity due to the high degree of judgment used in management’s identification and measurement of the qualitative factor adjustments.

The primary procedures we performed as of December 31, 2025 to address this critical audit matter included:

3 unchanged sentences

• Evaluated credit quality trends in delinquencies, non-accruals and charge-offs.

As reflected in the Company’s consolidated financial statements at December 31, 2024, the Company’s goodwill was $1.32 billion.

The Company reported goodwill of $1.32 billion in the consolidated financial statements as of December 31, 2025.

As disclosed in Note 7 to the consolidated financial statements, goodwill is tested for impairment at least annually or more frequently if indicators of impairment require the performance of an interim impairment assessment.

Auditing management’s impairment tests of goodwill was complex and highly judgmental due to the calculation relying on several assumptions that have a level of subjectivity and judgment.

These assumptions are dependent on market and economic conditions.

Key inputs to estimate terminal fair value of the Company include projected forecasts, noninterest expense savings and a pricing multiple based on a group of peer banks with similar characteristics.

We obtained an understanding, evaluated the design and operating effectiveness of controls over the Company’s goodwill assessment process.

For example, we tested the controls over the Company’s review of the significant assumptions utilized in estimating the fair value of the reporting unit.

To test the fair values of the reporting unit, our audit procedures included, among others, assessing methodologies, testing the significant assumptions described above, and testing the completeness and accuracy of the underlying data used by the Company.

Our testing procedures over the significant assumptions included, among others, comparing forecasted revenue to current industry and economic trends.

We assessed the historical accuracy of management’s estimates by comparing past projections to actual performance and assessed the sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit resulting from changes in the assumptions.

We also involved an internal valuation professional to assist in evaluating the Company’s models, valuation methodology, and significant assumptions used in the fair value estimates.

Auditing management’s impairment tests of goodwill is complex and highly judgmental due to their use of several assumptions that have a high level of subjectivity and judgment.

These assumptions are dependent on projected market and economic conditions.

The significant assumption used to estimate the terminal value of the Company is projected forecasts.

The primary procedures we performed as of December 31, 2025, to address this critical audit matter included:

• We obtained an understanding of and evaluated the design and operating effectiveness of controls over the Company’s goodwill impairment assessment process.

• We tested the controls over the Company’s review of the significant assumptions utilized in estimating the fair value of the reporting unit.

• We tested the completeness and accuracy of the historical data used by the company in preparing the forecasts used in the estimate of the terminal value

• We tested the forecast assumptions used by the company to determine the terminal value.

• We compared forecast assumptions to current industry and economic trends.

• We compared the results of previous forecasts to actual results to back test management’s model.

• We utilized an internal valuation specialist to assist in evaluating the methodology and assumptions used by management.

As reflected in the Company’s consolidated financial statements Note 1, 3 and Note 9 as of December 31, 2025, the Company sold approximately $3.2 billion in securities during the year at a loss totaling $625.6 million.

The Company concluded that the losses should qualify for ordinary loss treatment under the Internal Revenue Code and therefore be able to offset ordinary income.

Management had to make significant judgment regarding the application of the tax code to the structure of the transaction to determine whether it was more likely than not that the position would be upheld upon examination.

Auditing management’s treatment of the losses as ordinary losses required significant judgment in concluding that it was more likely than not that the position would be upheld upon examination.

In order to test management’s conclusion, we performed the following procedures:

• We obtained an understanding and evaluated the design and operating effectiveness of controls over the Company’s analysis of the tax treatment of the realized losses.

• We read management’s memo describing the transactions and relevant tax law and the tax opinion received from a reputable third party regarding the treatment of the losses.

• We involved an internal tax specialist to assist in evaluating management’s treatment of the losses.

We have served as the Company’s auditor since 1972.

Forvis Mazars, LLP

/s/ Forvis Mazars, LLP

We have served as the Company’s auditor since 1972.

Little Rock, Arkansas

10 unchanged sentences

Investment securities:

Held-to-maturity, net of allowance for credit losses of $ 3,214 at December 31, 2024 and 2023

3,636,636 3,726,288

Held-to-maturity, net of allowance for credit losses of $ 3,214 at December 31, 2024

Available-for-sale, at estimated fair value (amortized cost of $ 3,642,809 and $ 2,852,774 at December 31, 2025 and 2024, respectively)

2 unchanged sentences

Mortgage loans held for sale 17,438 11,417

Assets held in trading accounts

Loans 17,492,179 17,005,937

32 unchanged sentences

Simmons First National Corporation

Consolidated Statements of Income

Consolidated Statements of Income (Loss)

Years Ended December 31, 2025, 2024 and 2023

5 unchanged sentences

Mortgage loans held for sale 799 731 557

Other loans held for sale — — 3,120

Assets held in trading accounts 217 — —

TOTAL INTEREST INCOME 1,243,814 1,312,065 1,210,161

8 unchanged sentences

NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 653,379 581,680 608,098

NONINTEREST INCOME

NONINTEREST INCOME (LOSS)

Service charges on deposit accounts 50,937 49,898 50,530

5 unchanged sentences

Loss on sale of securities, net ( 801,492 ) ( 28,393 ) ( 20,609 )

Gain on insurance settlement — — 4,074

Other income 31,350 27,493 35,398

TOTAL NONINTEREST INCOME 147,171 155,566 170,066

TOTAL NONINTEREST INCOME (LOSS) ( 615,970 ) 147,171 155,566

NONINTEREST EXPENSE

7 unchanged sentences

TOTAL NONINTEREST EXPENSE 565,063 557,543 563,061

INCOME BEFORE INCOME TAXES 171,308 200,603 306,560

Provision for income taxes 18,615 25,546 50,148

NET INCOME $ 152,693 $ 175,057 $ 256,412

INCOME (LOSS) BEFORE INCOME TAXES ( 527,654 ) 171,308 200,603

Provision for (benefit from) income taxes ( 130,101 ) 18,615 25,546

NET INCOME (LOSS) $ ( 397,553 ) $ 152,693 $ 175,057

BASIC EARNINGS PER SHARE $ ( 2.96 ) $ 1.22 $ 1.39

2 unchanged sentences

Simmons First National Corporation

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

Years Ended December 31, 2025, 2024 and 2023

(In thousands) 2025 2024 2023

NET INCOME $ 152,693 $ 175,057 $ 256,412

NET INCOME (LOSS) $ ( 397,553 ) $ 152,693 $ 175,057

OTHER COMPREHENSIVE INCOME (LOSS)

Unrealized holding gains (losses) arising during the period on available-for-sale securities 7,475 108,612 ( 593,010 )

Unrealized holding (losses) gains arising during the period on available-for-sale securities ( 806,813 ) 7,475 108,612

Reclassification adjustment for realized losses included in net income ( 801,492 ) ( 28,393 ) ( 20,609 )

Realized gains (losses) on available-for-sale securities interest rate hedges 834 1,960 ( 98,374 )

Net unrealized losses on securities transferred from available-for-sale to held-to-maturity during the period — — ( 206,682 )

Realized gains on derivative instruments 44,184 834 1,960

Amortization of net unrealized losses on securities transferred from available-for-sale to held-to-maturity ( 141,267 ) ( 23,810 ) ( 25,971 )

9 unchanged sentences

OPERATING ACTIVITIES

Net income $ 152,693 $ 175,057 $ 256,412

Net income (loss) $ ( 397,553 ) $ 152,693 $ 175,057

Adjustments to reconcile net income to net cash provided by operating activities:

2 unchanged sentences

Loss on sale of investments 801,492 28,393 20,609

Net amortization (accretion) of investment securities and assets 16,605 14,982 ( 39,031 )

Net amortization of investment securities and assets 11,886 16,605 14,982

Net amortization on borrowings 257 152 152

Stock-based compensation expense 10,763 11,290 12,189

Gain on sale of closed branches ( 495 ) — —

Loss on sale of equipment finance business 1,118 — —

Gain on sale of foreclosed assets and other real estate owned ( 500 ) ( 928 ) ( 182 )

Gain on sale of mortgage loans held for sale ( 8,229 ) ( 8,302 ) ( 7,981 )

Loss (gain) on sale of loans 234 — ( 282 )

(Gain) loss on sale of loans ( 109 ) 234 —

Loss on early extinguishment of debt 565 — —

Deferred income taxes ( 153,519 ) ( 3,233 ) ( 2,460 )

Income from bank owned life insurance ( 19,192 ) ( 15,578 ) ( 12,905 )

Loss from early retirement of TruPS — — 365

Originations of mortgage loans held for sale ( 280,597 ) ( 277,450 ) ( 262,901 )

2 unchanged sentences

Interest receivable 19,181 ( 813 ) ( 19,538 )

Assets held in trading accounts ( 11,685 ) — —

Other assets 90,537 101,288 263,969

5 unchanged sentences

Proceeds from sale of loans 121,788 13,044 69,760

Proceeds from sale of closed branches 18,843 — —

Decrease in due from banks - time — — 695

9 unchanged sentences

Surrender of bank owned life insurance 19,025 7,484 —

Cash received in business combinations, net — — 276,396

Sale of equipment finance business 11,198 — —

Net cash provided by (used in) investing activities 1,572,158 369,507 ( 183,593 )

2 unchanged sentences

Proceeds from issuance of other borrowed funds 1,765,000 3,375,000 3,725,000

Proceeds from issuance of subordinated notes 321,054 — —

Repayments of other borrowed funds ( 2,208,119 ) ( 3,601,994 ) ( 3,611,930 )

2 unchanged sentences

Net change in federal funds purchased and securities sold under agreements to repurchase ( 15,726 ) ( 30,860 ) ( 92,434 )

Issuance of common stock 327,107 — —

Net shares cancelled under stock compensation plans ( 3,524 ) ( 595 ) ( 2,854 )

20 unchanged sentences

5 9,330 — — 9,335

Stock issued for Spirit acquisition - 18,275,074 shares

183 464,735 — — 464,918

Stock repurchases - 2,257,049 shares

8 unchanged sentences

5 10,690 — — 10,695

Stock repurchases - 2,257,049 shares

( 23 ) ( 40,299 ) — — ( 40,322 )

Dividends on common stock - $ 0.84 per share

6 unchanged sentences

4 7,235 — — 7,239

Issuance of common stock - 18,653,000 shares

187 326,920 — — 327,107

Dividends on common stock – $ 0.85 per share

18 unchanged sentences

Operating Segments

Operating segments are components of an enterprise about which separate financial information is available that is regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

Operating segments are components of an enterprise about which separate financial information is available that is regularly evaluated by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company is organized with community and commercial banking groups.

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The individual banking groups have similar operating and economic characteristics.

While the chief operating decision maker monitors the revenue streams of the various products, services, branch locations, divisions and groups, operations are managed, financial performance is evaluated, and management makes decisions on how to allocate resources, on a Company-wide basis.

While the CODM monitors the revenue streams of the various products, services, branch locations, divisions and groups, operations are managed, financial performance is evaluated, and management makes decisions on how to allocate resources, on a Company-wide basis.

Accordingly, the respective groups are considered by management to be aggregated into one reportable operating segment.

1 unchanged sentence

Information on these segments is not reported separately since they do not meet the quantitative thresholds under Accounting Standards Codification (“ASC”) Topic 280-10-50-12, and, as a result, are reported within “Other” in the following tables.

The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

The Company’s CODM is the chief executive officer.

The CODM evaluates the performance of the Company’s reportable operating segments using net interest income and net income.

6 unchanged sentences

Net interest income $ 717,433 $ 1,770 $ 719,203

Noninterest income 109,701 37,470 147,171

Noninterest income (loss) ( 655,833 ) 39,863 ( 615,970 )

Total net revenue 61,600 41,633 103,233

7 unchanged sentences

Total noninterest expense 536,909 28,154 565,063

Income before provision for credit losses and income taxes 206,138 11,955 218,093

Income (loss) before provision for credit losses and income taxes ( 475,309 ) 13,479 ( 461,830 )

Provision for credit losses 65,824 — 65,824

Income tax expense ( 130,121 ) 20 ( 130,101 )

Net income $ 140,823 $ 11,870 $ 152,693

Net income (loss) $ ( 411,012 ) $ 13,459 $ ( 397,553 )

Assets as of December 31, 2025 $ 24,536,042 $ 4,835 $ 24,540,877

152 unchanged sentences

Derivative Financial Instruments

The Company may enter into derivative contracts for the purposes of managing exposure to interest rate risk to meet the financing needs of its customers.

The Company may enter into derivative contracts for the purposes of managing exposure to interest rate risk for itself or to meet the financing needs of its customers.

A derivative instrument is a financial tool which derives its value from the value of some other financial instrument, or variable index, including certain hedging instruments embedded in other contracts.

1 unchanged sentence

The Company records all derivatives on the balance sheet at fair value.

In an effort to meet the financing needs of its customers and mitigate the impact of changing interest rates on the fair value of AFS securities, the Company has entered into fair value hedges.

Fair value hedges include interest rate swap agreements on fixed rate loans and fixed rate callable AFS securities.

In an effort to meet the financing needs of its customers and mitigate the impact of changing interest rates on the fair value of AFS securities and the Company’s subordinated debt issuance, the Company has entered into various fair value hedges.

Fair value hedges include interest rate swap agreements on fixed rate loans, fixed rate callable AFS securities and variable rate subordinated debt.

The Company has also entered into cash flow hedges to manage variability in future cash flows related to interest rate exposure on certain variable rate loans within the CRE and commercial and industrial portfolios and certain securities within the variable rate commercial MBS portfolio.

To qualify for hedge accounting, derivatives must be highly effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the point of inception of the derivative contract.

For derivatives designated as hedging the exposure to changes in the fair value of the hedged item, the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain of the hedging instrument.

The fair value hedges are considered to be highly effective and any hedge ineffectiveness was deemed not material.

The fair value and cash flow hedges are considered to be highly effective and any hedge ineffectiveness was deemed not material.

Fair value adjustments related to cash flow hedges are recorded in other comprehensive income and are reclassified to earnings when the hedged transaction is reflected in earnings.

40 unchanged sentences

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods.

Deferred tax assets are evaluated each period to ensure that estimated future taxable income will be sufficient in character (e.g.

capital gain versus ordinary income treatment), amount and timing to result in their utilization.

Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination.

10 unchanged sentences

(In thousands, except per share data) 2025 2024 2023

Net income available to common stockholders $ 152,693 $ 175,057 $ 256,412

Net income (loss) available to common stockholders $ ( 397,553 ) $ 152,693 $ 175,057

Average common shares outstanding 134,250 125,489 126,338

4 unchanged sentences

There were 62,300 and 322,750 stock options excluded from the years ended December 31, 2025 and 2024 earnings per share calculations, respectively, due to the related stock option exercise price exceeding the average market price of the Company’s stock.

There were no stock options excluded from the earnings per share calculation for the year ended December 31, 2022 due to the related stock option exercise price exceeding the average market price of the Company’s stock.

There were 410,490 stock options excluded from the earnings per share calculation for the year ended December 31, 2023 due to the related stock option exercise price exceeding the average market price of the Company’s stock.

Stock-Based Compensation

27 unchanged sentences

Total assets acquired $ 3,200,312 $ ( 93,724 ) $ 3,106,588

(In thousands) Acquired from Spirit Fair Value Adjustments Fair Value

Liabilities Assumed

15 unchanged sentences

The Company’s operating results include the operating results of the acquired assets and assumed liabilities of Spirit subsequent to the acquisition date.

Summary of Unaudited Pro forma Information

The unaudited pro forma information below for the year ended December 31, 2022 gives effect to the Spirit acquisition as if the acquisition had occurred on January 1, 2022.

Pro forma earnings for the year ended December 31, 2022 were adjusted to exclude $ 18.7 million of acquisition-related costs, net of tax, incurred by the Company during 2022.

The pro forma financial information is not necessarily indicative of the results of operations if the acquisition had been effective as of this date.

(In thousands, except per share data) 2022

Net income $ 264,522

Diluted earnings per share $ 2.04

_________________________

(1) Net interest income plus non-interest income.

As previously discussed, the Company’s acquisition of Spirit was completed on April 8, 2022, at which time Spirit was fully integrated into the Company’s operations.

As a result, it is impracticable for the Company to provide certain post-closing information, such as revenue and earnings, as it relates to the Spirit acquisition.

There were no acquisition-related costs recorded during the year ended 2024, while there were $ 1.4 million and $ 22.5 million of total acquisition-related costs recorded during the years ended 2023 and 2022, respectively.

There were no acquisition-related costs recorded during the years ended 2025 and 2024, while there was $ 1.4 million of total acquisition-related costs recorded during the year ended 2023.

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented in the acquisitions above.

24 unchanged sentences

INVESTMENT SECURITIES

Held-to-maturity (“HTM”) securities, which include any security for which the Company has both the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts.

HTM securities, which include any security for which the Company has both the positive intent and ability to hold until maturity, are carried at historical cost adjusted for amortization of premiums and accretion of discounts.

Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the security’s estimated life.

1 unchanged sentence

Premiums on callable securities are amortized to their earliest call date.

Available-for-sale (“AFS”) securities, which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value.

AFS securities, which include any security for which the Company has no immediate plan to sell but which may be sold in the future, are carried at fair value.

Realized gains and losses, based on specifically identified amortized cost of the individual security, are included in other income.

3 unchanged sentences

Premiums on callable securities are amortized to their earliest call date.

Assets held in trading accounts, comprised of U.S.

Treasury securities, are purchased with the intent of selling in the near term.

Trading securities are carried at fair value with gains and losses included in other income.

During the third quarter of 2025, the Company and its subsidiaries initiated and completed steps taken to reposition the Company’s consolidated balance sheet and reclassified approximately $ 3.59 billion in HTM investment securities to AFS investment securities.

Subsequently, the Company sold approximately $ 3.16 billion in amortized cost basis of AFS securities (including certain of those previously classified as HTM).

The sale of investment securities resulted in a realized, after-tax ordinary loss of $ 625.6 million (based on actual tax rate of 21.946 %).

During the quarters ended June 30, 2022 and September 30, 2021, the Company transferred, at fair value, $ 1.99 billion and $ 500.8 million, respectively, of securities from the AFS portfolio to the HTM portfolio.

As of December 31, 2024, the related remaining combined net unrealized losses of $ 108.1 million in accumulated other comprehensive income (loss) will be amortized over the remaining life of the securities.

No gains or losses on these securities were recognized at the time of transfer.

The amortized cost, fair value and allowance for credit losses of investment securities that are classified as HTM are as follows:

During the balance sheet repositioning that occurred during 2025, the remaining securities were transferred out of the HTM portfolio to the AFS portfolio at fair value and either subsequently sold or maintained within the AFS portfolio.

As a result of the balance sheet repositioning, the Company did not hold any investment securities classified as HTM as of December 31, 2025.

The amortized cost, fair value and allowance for credit losses of investment securities that were classified as HTM as of December 31, 2024 were as follows:

(In thousands) Amortized Cost Allowance

9 unchanged sentences

Total HTM $ 3,639,850 $ ( 3,214 ) $ 3,636,636 $ 232 $ ( 686,917 ) $ 2,949,951

December 31, 2023

Government agencies $ 453,121 $ — $ 453,121 $ — $ ( 89,203 ) $ 363,918

Mortgage-backed securities 1,161,694 — 1,161,694 354 ( 107,834 ) 1,054,214

State and political subdivisions 1,858,680 ( 2,006 ) 1,856,674 284 ( 369,509 ) 1,487,449

Other securities 256,007 ( 1,208 ) 254,799 — ( 25,010 ) 229,789

Total HTM $ 3,729,502 $ ( 3,214 ) $ 3,726,288 $ 638 $ ( 591,556 ) $ 3,135,370

Mortgage-backed securities (“MBS”) are commercial MBS, secured by commercial properties, and residential MBS, generally secured by single-family residential properties.

2 unchanged sentences

As of December 31, 2024, HTM MBS consisted of $ 136.0 million and $ 934.1 million of commercial MBS and residential MBS, respectively.

As of December 31, 2023, HTM MBS consisted of $ 141.6 million and $ 1.02 billion of commercial MBS and residential MBS, respectively.

The amortized cost, fair value and allowance for credit losses of investment securities that are classified as AFS are as follows:

The amortized cost, fair value and allowance for credit losses of investment securities that are classified as AFS were as follows:

(In thousands) Amortized

4 unchanged sentences

December 31, 2025

Treasury $ 999 $ — $ — $ ( 3 ) $ 996

Government agencies $ 47,786 $ — $ 6 $ ( 620 ) $ 47,172

12 unchanged sentences

government agencies or corporations.

As of December 31, 2024, AFS MBS consisted of $ 517.2 million and $ 875.5 million of commercial MBS and residential MBS, respectively.

As of December 31, 2025, AFS MBS consisted of $ 597.4 million and $ 1.60 billion of commercial MBS and residential MBS, respectively.

Accrued interest receivable on HTM and AFS securities at December 31, 2024 was $ 20.3 million and $ 24.1 million, respectively, and is included in interest receivable on the consolidated balance sheets.

As of December 31, 2024, AFS MBS consisted of $ 517.2 million and $ 875.5 million of commercial MBS and residential MBS, respectively.

Accrued interest receivable on AFS securities at December 31, 2025 was $ 23.8 million, and is included in interest receivable on the consolidated balance sheet.

The Company has made the election to exclude all accrued interest receivable from securities from the estimate of credit losses.

6 unchanged sentences

December 31, 2025

Treasury $ — $ — $ 996 $ ( 3 ) $ 996 $ ( 3 )

Government agencies $ 2,247 $ ( 17 ) $ 43,767 $ ( 603 ) $ 46,014 $ ( 620 )

16 unchanged sentences

Management believes the declines in fair value for the securities are temporary.

As of December 31, 2024, management does not have the immediate intent to sell the securities, and management believes the accounting standard of “more likely than not” has not been met regarding whether the Company would be required to sell any of the AFS securities before recovery of amortized cost.

Management does not have the immediate intent to sell the securities, and management believes the accounting standard of “more likely than not” has not been met regarding whether the Company would be required to sell any of the AFS securities before recovery of amortized cost.

Allowance for Credit Losses

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(i) issuer bond ratings, (ii) issuer geography, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, (iv) probability-weighted multiple scenario forecasts, and (v) the issuers’ size.

The following table details activity in the allowance for credit losses by investment security type for the years ended December 31, 2024 and 2023 on the Company’s HTM and AFS securities held.

The following table details activity in the allowance for credit losses by investment security type for the years ended December 31, 2025 and 2024 on the Company’s HTM securities portfolio.

(In thousands) State and Political Subdivisions Other Securities Total

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Provision for credit loss expense — — —

Net increase (decrease) in allowance on previously impaired securities 1,072 ( 1,072 ) —

Ending balance, December 31, 2023 $ 2,006 $ 1,208 $ 3,214

Available-for-sale

Beginning balance, January 1, 2023 $ — $ — $ —

Provision for credit loss expense — 12,800 12,800

Reduction due to sales — ( 2,078 ) ( 2,078 )

Securities charged-off — ( 7,000 ) ( 7,000 )

Net decrease in allowance on previously impaired securities — ( 3,722 ) ( 3,722 )

Net (decrease) increase in allowance on previously impaired securities ( 1,810 ) 1,810 —

Ending balance, December 31, 2024 $ 196 $ 3,018 $ 3,214

Based upon the Company’s analysis of the underlying risk characteristics of its HTM and AFS portfolios, including credit ratings and other qualitative factors, as previously discussed, there was no provision for credit losses related to the Company’s securities portfolios recorded for the year ended December 31, 2024.

The Company recorded a provision for credit losses related to AFS securities of $ 12.8 million for the year ended December 31, 2023.

During the same period, the provision for credit loss expense on AFS securities was reduced by $ 3.7 million related to previously impaired securities.

Additionally, during the year ended December 31, 2023, the Company charged-off $ 7.0 million directly related to one corporate bond which was deemed uncollectible in the period.

The following table summarizes bond ratings for the Company’s HTM portfolio issued by state and political subdivisions and other securities as of December 31, 2024:

State and Political Subdivisions

(In thousands) Not Guaranteed or Pre-Refunded Other Credit Enhancement or Insurance Pre-Refunded Total Other Securities

Aaa/AAA $ 182,920 $ 300,196 $ — $ 483,116 $ —

Aa/AA 627,680 526,027 — 1,153,707 —

A 38,673 161,904 — 200,577 108,527

Baa/BBB — 4,386 — 4,386 148,049

Not Rated 15,587 — — 15,587 —

Total $ 864,860 $ 992,513 $ — $ 1,857,373 $ 256,576

Historical loss rates associated with securities having similar grades as those in the Company’s portfolio have generally not been significant.

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Accordingly, no allowance for credit losses has been recorded for these securities as there is no current expectation of credit losses related to these securities.

Based upon the Company’s analysis of the underlying risk characteristics of its AFS portfolio, including credit ratings and other qualitative factors, as previously discussed, there was no provision for credit losses related to the Company’s AFS portfolio recorded for the years ended December 31, 2025 and 2024.

During the year ended December 31, 2025, the Company recaptured $ 3.2 million of the allowance for credit loss related to HTM securities due to the balance sheet repositioning.

Income earned on securities for the years ended December 31, 2025, 2024 and 2023, is as follows:

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Total $ 165,452 $ 216,433 $ 206,918

The amortized cost and estimated fair value by maturity of securities are shown in the following table as of December 31, 2024.

The amortized cost and estimated fair value by maturity of AFS securities are shown in the following table as of December 31, 2025.

Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options.

Accordingly, actual maturities may differ from contractual maturities.

Held-to-Maturity Available-for-Sale

Available-for-Sale

(In thousands) Amortized

Value Amortized

One year or less $ 10,322 $ 10,230

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The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $ 2.04 billion at December 31, 2025 and $ 2.36 billion at December 31, 2024.

There were no gross realized gains and $ 801.5 million gross realized losses from the sale of securities during the twelve months ended December 31, 2025 related to the balance sheet repositioning during the year.

There were no gross realized gains and $ 28.4 million gross realized losses from the sale of securities during the twelve months ended December 31, 2024, as the Company sold approximately $ 251.5 million of AFS investment securities as part of a strategic decision to sell low yielding securities to pay off higher rate wholesale fundings consisting of Federal Home Loan Bank (“FHLB”) advances during the year.

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The Company sold approximately $ 247.9 million of investment securities during 2023 related to a strategic decision to sell low yielding securities and use the proceeds to pay off higher rate wholesale fundings, including both brokered deposits and FHLB advances.

There were approximately $ 46,000 of gross realized gains and $ 324,000 of gross realized losses from the call of securities during the year ended December 31, 2022.

The income tax expense/benefit related to security gains/losses was 26.135 % of the gross amounts in 2024, 2023 and 2022.

The Company has entered into various fair value hedging transactions to mitigate the impact of changing interest rates on the fair value of AFS securities.

The income tax expense/benefit related to security gains/losses was 21.946 % of the gross amounts in 2025 and 26.135 % of the gross amounts in 2024 and 2023.

The Company has entered into various hedging transactions to mitigate the impact of changing interest rates on the fair value of AFS securities.

See Note 20, Derivative Instruments, for disclosure of the gains and losses recognized on derivative instruments and the cumulative fair value hedging adjustments to the carrying amount of the hedged securities.

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Commercial – The commercial loan portfolio includes commercial and agricultural loans, representing loans to commercial customers and farmers for use in normal business or farming operations to finance working capital needs, equipment purchases or other expansion projects.

Paycheck Protection Program (“PPP”) loans are also included in the commercial loan portfolio.

Collection risk in this portfolio is driven by the creditworthiness of the underlying borrowers, particularly cash flow from customers’ business or farming operations.

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It is standard practice to require personal guaranties on commercial loans for closely-held or limited liability entities.

Paycheck Protection Program Loans - The Company originated loans pursuant to multiple PPP appropriations of the Coronavirus Aid, Relief and Economic Security Act which provided 100% federally guaranteed loans for small businesses to cover up to 24 weeks of payroll costs and assistance with mortgage interest, rent and utilities.

Notably, these small business loans may be forgiven by the SBA if borrowers maintain their payrolls and satisfy certain other conditions.

PPP loans have a zero percent risk-weight for regulatory capital ratios.

As of December 31, 2024 and 2023, the total outstanding balance of PPP loans was $ 1.6 million and $ 4.8 million, respectively.

Other – The other loan portfolio includes mortgage warehouse loans, representing warehouse lines of credit to mortgage originators for the disbursement of newly originated 1-4 family residential loans.

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(Dollars in thousands) Reduction of Loans Term Extension of Loans

Other consumer $ — — % $ 20 0.02 %

Total consumer — 20

Single family residential 953 0.04 % — — %

Other commercial — — % 26,894 0.34 %

Total real estate 953 —

The financial effects of the modified loans made to borrowers experiencing financial difficulty in the single family residential real estate portfolio were not significant during the year ended December 31, 2024 and did not significantly impact the Company’s determination of the allowance for credit losses on loans during the year.

During the year ended December 31, 2024, the Company modified one loan for a borrower experiencing financial difficulty related to the CRE portfolio, whereby the modification extended the term of the loan 1.5 years.

As a result of the CRE loan modified during the year ended December 31, 2024 being collateral-dependent, the impact to the Company’s allowance for credit losses on loans was the difference between the fair value of the underlying collateral, adjusted for selling costs, and the remaining outstanding principal balance of the loan.

Total $ 953 $ 20

The financial effects of the loan modifications made to borrowers experiencing financial difficulty were not significant during the year ended December 31, 2025.

Furthermore, such modifications did not significantly impact the Company’s determination of the allowance for credit losses on loans during the year.

The following table presents a summary of the amortized cost basis of loan modifications granted to borrowers experiencing financial difficulty, segregated by class of loans and type of loan modification, for the year ended December 31, 2024.

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Total real estate $ 1,241 $ 26,894

Commercial — — % 746 0.03 %

Total commercial — 746

Total $ 79 $ 31,239

The financial effects of the modified loans made to borrowers experiencing financial difficulty in the single family residential real estate and commercial portfolios were not significant during the year ended December 31, 2023 and did not significantly impact the Company’s determination of the allowance for credit losses on loans during the year.

During the year ended December 31, 2023, the Company modified one loan for a borrower experiencing financial difficulty related to the CRE portfolio, whereby the modification allowed for two months of interest only payments with the remaining balance due at maturity.

Upon modification, a charge-off of $ 9.6 million was recorded in relation to this modified loan during 2023.

The financial effects of the loan modifications made to borrowers experiencing financial difficulty in the single family residential real estate portfolio were not significant during the year ended December 31, 2024 and did not significantly impact the Company’s determination of the allowance for credit losses on loans during the year.

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty.

There was one commercial loan to a borrower experiencing financial difficulty that was modified during the previous twelve months and which subsequently defaulted during the year ended December 31, 2024.

A charge-off of $ 18,800 was recorded in relation to this commercial loan during the fourth quarter of 2024.

There were no loans to borrowers experiencing financial difficulty that had a payment default during the year ended December 31, 2023 and were modified in the twelve months prior to default.

There was one CRE loan, related to a downtown St.

Louis hotel that was originated pre-pandemic, to a borrower experiencing financial difficulty with an amortized cost basis of $ 26.7 million, that was modified during the previous twelve months, which subsequently defaulted during 2025.

This CRE loan was placed on nonaccrual status during the year and was ultimately charged off during the last quarter of 2025.

During the year ended December 31, 2024, there was one commercial loan to a borrower experiencing financial difficulty that was modified during the twelve months and which subsequently defaulted during the year.

A charge-off of $ 18,800 was recorded in relation to this commercial loan during 2024.

In relation to loans modified to borrowers experiencing financial difficulty, the Company defines a payment default as a payment received more than 90 days after its due date.

At December 31, 2025 and 2024, the Company had $ 4.4 million and $ 4.0 million, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process.

At December 31, 2024 and 2023, the Company had $ 1.3 million and $ 506,000 , respectively, of OREO secured by residential real estate properties.

At December 31, 2025 and 2024, the Company had $ 3.6 million and $ 1.3 million, respectively, of OREO secured by residential real estate properties.

Credit Quality Indicators – As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the weighted-average risk rating of commercial and real estate loans, (ii) the level of classified commercial and real estate loans, (iii) net charge-offs, (iv) non-performing loans (see details above) and (v) the general economic conditions of the Company’s local markets.

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Beginning balance, January 1, 2023 $ 34,406 $ 150,795 $ 5,140 $ 6,614 $ 196,955

Acquisition adjustment for PCD loans 6,433 3,187 — 2 9,622

Provision for credit loss expense 5,934 36,381 5,023 86 47,424

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The provision expense for the periods ended December 31, 2025, 2024 and 2023 was primarily due to the loan growth experienced during the periods, as well as the impact of updated economic assumptions.

For the year ended December 31, 2022, provision expense related to loans was recaptured during the year for a variety of factors including a release of $ 16.0 million driven by improvements in certain industry specific qualitative factors for the restaurant, hospitality, student housing and office space industries due to lower pandemic related stresses.

The remaining recapture during 2022 was driven by the planned exit of several large oil and gas relationships during the year, along with the Company’s improved asset credit quality metrics, which combined with improved Moody’s economic modeling scenarios, more than offset the $ 30.3 million Day 2 provision expense required for loans acquired by the Company in the Spirit acquisition.

Additionally, the year ended December 31, 2025 also included an incremental provision expense of $ 15.6 million related to two specific credit relationships which migrated to nonperforming during the year and were subsequently charged off during the period.

Reserve for Unfunded Commitments

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The adequacy of the reserve for unfunded commitments is determined quarterly based on methodology similar to the methodology for determining the allowance for credit losses.

No adjustment was made to the reserve for unfunded commitments during the year ended December 31, 2024, as it was considered sufficient to cover any loss expectations.

No adjustment was made to the reserve for unfunded commitments during the years ended December 31, 2025 and 2024, as it was considered sufficient to cover any loss expectations.

During 2023, $ 16.3 million was released from the reserve for unfunded commitments primarily due to a decline in unfunded commitments resulting from customers utilizing lines of credit during the year.

During 2022, an adjustment to the reserve for unfunded commitments resulted in an expense of $ 16.0 million due to the overall increase in unfunded commitments, primarily made up of commercial construction loans, which receive a higher reserve allocation than other loans.

Additionally, an adjustment to the reserve for unfunded commitments resulted in an expense of $ 3.5 million which was due to the Day 2 provision expense required for unfunded commitments related to the Spirit acquisition.

These adjustments were included in the provision for credit losses in the statement of income.

This adjustment was included in the provision for credit losses in the statement of income.

Provision for Credit Losses

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Goodwill impairment was neither indicated no r recorded in 2025, 2024 or 2023.

During the second quarter of 2024, the Company performed an annual goodwill impairment analysis and concluded that it is more likely-than-not that the fair value of goodwill continues to exceed its carrying value and therefore, goodwill was not impaired.

During March of 2023, the Company’s share price began to decline as markets in the United States (“US”) responded to the sudden collapse of two US banks.

As a result of the decrease in the Company’s market capitalization, the Company performed an interim goodwill impairment qualitative assessment during the first quarter of 2023 and concluded that it was more likely-than-not that the fair value of goodwill continued to exceed its carrying value and therefore, goodwill was not impaired.

During the second quarter of 2023, the Company performed an annual goodwill impairment analysis and concluded no impairment existed.

Additionally, the Company performed interim goodwill impairment assessments during the third and fourth quarters of 2023 and concluded no impairment existed during the periods.

Core deposit premiums represent the value of the relationships that acquired banks had with their deposit customers and are amortized over periods ranging from 10 years to 15 years and are periodically evaluated, at least annually, as to the recoverability of their carrying value.

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Income taxes currently payable:

Federal $ 9,701 $ 18,987 $ 27,129

State 13,717 2,410 877

Deferred income taxes:

Provision for income taxes $ 18,615 $ 25,546 $ 50,148

Federal ( 138,025 ) ( 712 ) ( 784 )

State ( 15,494 ) ( 2,070 ) ( 1,676 )

Total income tax expense (benefit) $ ( 130,101 ) $ 18,615 $ 25,546

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The Company does not have income from foreign sources and therefore does not have any foreign income tax.

The tax effects of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to deferred income tax assets and liabilities, and their approximate tax effects, are as follows as of December 31, 2025 and 2024:

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Acquired securities 7,010 7,504

Capitalized intangibles (1)

Right-of-use lease liability 12,653 16,416

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Unrealized gain on swaps ( 14,437 ) ( 25,174 )

Deferred loan fees and costs — ( 2,075 )

Other ( 1,271 ) ( 11,193 )

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Net deferred tax asset $ 266,458 $ 130,003

A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense is shown below for the years ended December 31:

(In thousands) 2024 2023 2022

Computed at the statutory rate $ 35,974 $ 42,127 $ 64,378

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(1) Capitalized intangibles primarily consist of deferred loan origination costs, net with deferred loan origination fees, capitalized under Treas.

§1.263(a)-4 and amortized as ordinary deductions over the estimated life of the related loans.

A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense and effective tax rate percentage is shown below for the years ended December 31:

(Dollars in thousands) 2025 2024 2023

Federal income tax expense computed at the US statutory rate ( 110,807 ) 21.0 % 35,974 21.0 % 42,127 21.0 %

Increase (decrease) in taxes resulting from:

State income taxes, net of federal tax benefit (1)

Discrete items related to share-based compensation 468 596 ( 74 )

( 4,748 ) 0.9 ( 165 ) ( 0.1 ) ( 983 ) ( 0.5 )

Income tax credits:

Tax credits (2)

( 1,575 ) 0.3 ( 500 ) ( 0.3 ) ( 218 ) ( 0.1 )

Nontaxable or nondeductible items:

Tax exempt interest income ( 11,596 ) 2.2 ( 15,330 ) ( 9.0 ) ( 15,357 ) ( 7.7 )

Tax exempt earnings on bank owned life insurance ( 3,741 ) 0.7 ( 3,136 ) ( 1.8 ) ( 2,607 ) ( 1.3 )

Federal tax credits ( 500 ) ( 218 ) ( 1,708 )

Other 4,475 ( 0.9 ) 3,512 2.1 2,646 1.3

Other differences:

Discrete items related to share-based compensation 15 — 468 0.3 596 0.3

Other differences, net ( 2,124 ) 0.4 ( 2,208 ) ( 1.3 ) ( 658 ) ( 0.3 )

Actual tax provision $ 18,615 $ 25,546 $ 50,148

Total income tax expense (benefit) $ ( 130,101 ) 24.7 % $ 18,615 10.9 % $ 25,546 12.7 %

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(1) In 2025, state taxes in Arkansas and Tennessee made up the majority (greater than 50 percent) of the tax effect in this category.

In 2024, state taxes in Arkansas, Illinois, Missouri, Tennessee and Texas made up the majority (greater than 50 percent) of the tax effect in this category.

In 2023, state taxes in Arkansas, Tennessee and Texas made up the majority (greater than 50 percent) of the tax effect in this category.

(2) Tax credits consist of low income housing, new markets and historic tax credits along with investment amortization, partnership losses and basis adjustments.

Income taxes paid (net of refunds) for the years ended December 31:

(In thousands) 2025 2024 2023

Federal taxes paid $ 3,500 $ 7,200 $ 17,702

State and city taxes paid:

Arkansas 2,868 * *

Missouri 1,647 505 *

Tennessee 4,605 * *

Texas 974 932 *

Other 5,708 1,322 3,216

Total state and city taxes paid 15,802 2,759 3,216

Total income taxes paid (net of refunds) $ 19,302 $ 9,959 $ 20,918

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Jurisdiction below 5 percent of total income taxes paid (net of refunds) threshold for the period presented.

The Company follows ASC Topic 740, Income Taxes , which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

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Subordinated notes payable, due 4/1/2028, fixed-to-floating rate (fixed rate of 5.00 % through 3/31/2023, floating rate of 2.15 % above the three month LIBOR rate, reset quarterly)

330,000 330,000

Subordinated notes payable, due 10/1/2035, fixed-to-floating rate (fixed rate of 6.25 % through 9/30/2030, floating rate of 3.02 % above the three-month SOFR rate, reset quarterly)

Subordinated notes payable, net of premium adjustments, due 7/31/2030, fixed-to-floating rate (fixed rate of 6.00 % through 7/30/2025, floating rate of 5.92 % above the three month SOFR rate, reset quarterly)

37,057 37,171

Unamortized debt issuance costs ( 3,831 ) ( 764 )

Valuation adjustments on hedged subordinated notes payable ( 3,455 ) —

Total subordinated notes and debentures 317,714 366,293

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$ 619,967 $ 1,111,665

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(1) The Company transitioned from the three month London Interbank Offered Rate (“LIBOR”) to the three month Secured Overnight Financing Rate (“SOFR”), plus a comparable spread adjustment of 26.161 basis points, beginning with interest accrued on the notes from and after October 1, 2023.

In March 2018, the Company issued $ 330.0 million in aggregate principal amount, of 5.00 % Fixed-to-Floating Rate Subordinated Notes (“2018 Notes”) at a public offering price equal to 100 % of the aggregate principal amount of the Notes.

The Company incurred $ 3.6 million in debt issuance costs related to the offering during March 2018.

The Notes will mature on April 1, 2028 and initially bore interest at a fixed rate of 5.00 % per annum, payable semi-annually in arrears.

From and including April 1, 2023 to, but excluding, the maturity date or the date of earlier redemption, the interest rate resets quarterly to an annual interest rate equal to the “then-current three month LIBOR rate” plus 215 basis points, payable quarterly in arrears, and the Company transitioned from the “then-current three month LIBOR rate” to the “three month SOFR, plus a comparable spread adjustment of 26.161 basis points,” beginning with interest accrued on the Notes from and after October 1, 2023.

The 2018 Notes were to mature on April 1, 2028 and initially bore interest at a fixed rate of 5.00 % per annum, payable semi-annually in arrears.

From and including April 1, 2023 to, but excluding, the maturity date or the date of earlier redemption, the interest rate would reset quarterly to an annual interest rate equal to the “then-current three month London Interbank Offered Rate (“LIBOR”) rate” plus 215 basis points, payable quarterly in arrears.

The Company transitioned from the “then-current three month LIBOR rate” to the “three month Secured Overnight Financing Rate (“SOFR”), plus a comparable spread adjustment of 26.161 basis points,” beginning with interest accrued on the 2018 Notes from and after October 1, 2023.

The 2018 Notes qualified for Tier 2 capital treatment.

During the third quarter of 2025, the Company issued a notice of redemption to redeem the 2018 Notes, which were redeemed in full on October 1, 2025.

The related remaining $ 565,000 of unamortized debt issuance costs were written off during the third quarter of 2025.

The Company assumed subordinated debt in an aggregate principal amount, net of premium adjustments, of $ 37.4 million in connection with the Spirit acquisition in April 2022 (the “Spirit Notes”).

The Spirit Notes were to mature on July 31, 2030, and initially bore interest at a fixed annual rate of 6.00 %, payable quarterly, in arrears, to, but excluding, July 31, 2025.

From and including July 31, 2025, to, but excluding, the maturity date or earlier redemption date, the interest rate would reset quarterly to an interest rate per annum equal to a benchmark rate, which was the then-current three-month SOFR rate, as published by the Federal Reserve Bank of New York, payable quarterly, in arrears.

During 2025, the Company issued a notice of redemption to redeem the Spirit Notes, which were redeemed in full on July 31, 2025.

In September 2025, the Company issued $ 325.0 million in aggregate principal amount, of 6.25 % Fixed-to-Floating Rate Subordinated Notes (“2025 Notes”) at a public offering price equal to 100 % of the aggregate principal amount of the 2025 Notes.

The Company incurred $ 3.9 million in debt issuance costs related to the offering during September 2025.

The 2025 Notes will mature on October 1, 2035 and will bear interest at an initial fixed rate of 6.25 % per annum, payable semi-annually, in arrears.

From and including October 1, 2030 to, but excluding, the maturity date or the date of earlier redemption, the interest rate resets quarterly to an annual interest rate equal to the then-current three month SOFR rate plus 302 basis points, payable quarterly, in arrears.

Additionally, during the third quarter of 2025, the Company began utilizing interest rate swaps designated as fair value hedges to mitigate the risk of changes in the fair value of the aggregate principal amount of the 2025 Notes due to changes in market interest rates.

See Note 20, Derivative Instruments, for further discussion regarding fair value hedges.

The 2025 Notes will be subordinated in right of payment to the payment of the Company’s other existing and future senior indebtedness, including all of its general creditors.

The 2025 Notes are obligations of the Company only and are not obligations of, and are not guaranteed by, any of its subsidiaries.

The Company used a portion of the net proceeds from the sale of the Notes to repay certain outstanding indebtedness.

The Company used the net proceeds from the sale of the 2025 Notes, together with cash on hand, to fully redeem the 2018 Notes on October 1, 2025, and for general corporate purposes.

The 2025 Notes qualify for Tier 2 capital treatment.

The Company assumed subordinated debt in an aggregate principal amount, net of premium adjustments, of $ 37.4 million in connection with the Spirit acquisition in April 2022 (the “Spirit Notes”).

The Spirit Notes will mature on July 31, 2030, and initially bear interest at a fixed annual rate of 6.00 %, payable quarterly, in arrears, to, but excluding, July 31, 2025.

From and including July 31, 2025, to, but excluding, the maturity date or earlier redemption date, the interest rate will reset quarterly to an interest rate per annum equal to a benchmark rate, which is expected to be the then-current three-month SOFR rate, as published by the Federal Reserve Bank of New York (provided, that in the event the benchmark rate is less than zero, the benchmark rate will be deemed to be zero) plus 592 basis points, payable quarterly, in arrears.

The Company had total FHLB advances of $ 727.9 million and $ 953.2 million at December 31, 2024 and 2023, respectively, which are primarily whole loan advances that are due less than one year from origination and therefore are classified as short-term advances by the Company.

The Company had total outstanding FHLB advances of $ 286.6 million and $ 727.9 million at December 31, 2025 and 2024, respectively, which were primarily overnight advances, which are due less than one year from origination and therefore were classified as short-term advances by the Company.

The decrease in FHLB advances during 2025 was due to the pay down of higher cost wholesale funding, including the FHLB advances, using the proceeds from the sale of securities during the third quarter of 2025.

At December 31, 2025, the FHLB advances outstanding were secured by mortgage loans and investment securities totaling approximately $ 7.08 billion and the Company had approximately $ 6.00 billion of additional advances available from the FHLB.

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On February 27, 2009, at a special meeting, the Company’s shareholders approved an amendment to the Articles of Incorporation to establish 40,040,000 authorized shares of preferred stock, $ 0.01 par value.

On April 27, 2022, the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to remove an $ 80.0 million cap on the aggregate liquidation preference associated with the preferred stock and increase the number of authorized shares of the Company’s Class A common stock from 175,000,000 to 350,000,000 .

On April 27, 2022, the Company’s shareholders approved amendments to the Company’s Articles of Incorporation to remove an $ 80.0 million cap on the aggregate liquidation preference associated with the preferred stock and increase the number of authorized shares of the Company’s Class A common stock from 175,000,000 to 350,000,000 .

On October 29, 2019, the Company filed Amended and Restated Articles of Incorporation (“October Amended Articles”) with the Arkansas Secretary of State.

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On April 27, 2022, the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to remove the classification and designation for the Series D Preferred Stock.

As of December 31, 2024 and 2023, there were no shares of preferred stock issued or outstanding.

There were no shares of preferred stock issued or outstanding at December 31, 2025, 2024 or 2023.

On May 17, 2024, the Company filed a shelf registration with the SEC.

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Specific terms and prices are determined at the time of any offering under a separate prospectus supplement that the Company is required to file with the SEC at the time of the specific offering.

On July 23, 2025, the Company closed a public offering of 18,653,000 shares of its Class A common stock, at a price to the public of $ 18.50 per share, which included 2,433,000 shares of the Company’s Class A common stock granted pursuant to the underwriters’ option to purchase additional shares at the public offering price, less underwriting discounts.

In January 2022, the Company’s Board of Directors authorized a stock repurchase program (“2022 Program”) under which the Company could repurchase up to $ 175.0 million of its Class A common stock currently issued and outstanding.

Because the 2022 Program was set to terminate on January 31, 2024, the Company’s Board of Directors authorized a new stock repurchase program in January 2024 (“2024 Program”) under which the Company may repurchase up to $ 175.0 million of its Class A common stock currently issued and outstanding.

The 2024 Program will be executed in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and will terminate on January 31, 2026 (unless terminated sooner).

During 2024, no shares were repurchased under the 2024 Program.

Market conditions and the Company’s capital needs will drive decisions regarding additional, future stock repurchases.

During 2023, the Company repurchased 2,257,049 shares at an average price of $ 17.72 per share under the 2022 Program.

Because the 2022 Program was set to terminate on January 31, 2024, the Company’s Board of Directors authorized a new stock repurchase program in January 2024 (“2024 Program”) under which the Company could repurchase up to $ 175.0 million of its Class A common stock currently issued and outstanding.

The 2024 Program terminated in January 2026, and the Company’s Board of Directors authorized a new stock repurchase program in January 2026 (“2026 Program”) under which the Company may repurchase up to $ 175.0 million of its Class A common stock currently issued and outstanding.

The 2026 Program will be executed in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, and is set to terminate on January 31, 2028 (unless terminated sooner).

Under the 2026 Program, which replaced the 2024 Program, the Company may repurchase shares of its common stock through open market and privately negotiated transactions or otherwise.

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The Company anticipates funding for this 2026 Program to come from available sources of liquidity, including cash on hand and future cash flow.

No shares were repurchased during 2025 or 2024.

Market conditions and the Company’s capital needs, among other things, will drive decisions regarding additional, future stock repurchases.

TRANSACTIONS WITH RELATED PARTIES

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The agreements provide monthly payments of retirement compensation for either stated periods or for the life of the participant.

The charges to income for the plans was $ 2.0 million for 2024.

The charges to income for the plans was $ 1.3 million and $ 2.0 million for 2025 and 2024, respectively.

There was a $ 316,000 benefit to income related to the plans for 2023.

This benefit was primarily due to a reduction in the present value of the liability resulting from a significant increase in the discount factor used, as compared to previous years.

This benefit was primarily due to a reduction in the present value of the liability resulting from a significant increase in the discount factor used.

The Company also reversed the accrued unvested liability during 2023 related to a former participant.

The charges to income for the plans was $ 2.2 million for 2022.

Such charges reflect the straight-line accrual over the employment period of the present value of benefits due each participant, as of their full eligibility date, using an appropriate discount factor.

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Stock Options

Outstanding Non-vested Stock Awards Outstanding Non-vested Stock Units Outstanding (1)

Outstanding Non-vested Restricted Stock Units Outstanding Non-vested Performance Stock Units Outstanding

(Shares in thousands) Number of Shares Weighted

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Exercisable, December 31, 2025 62 $ 23.51

_________________________

(1) All stock units (including performance stock units).

The following table summarizes information about stock options under the plans outstanding at December 31, 2025:

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$ 23.51 — $ 23.51 62 0.04 $ 23.51 62 $ 23.51

22.75 — 22.75 249 0.61 22.75 249 22.75

23.51 — 23.51 62 1.05 23.51 62 23.51

24.07 — 24.07 7 0.71 24.07 7 24.07

$ 22.20 — $ 24.07 323 0.69 $ 22.92 323 $ 22.92

The table below summarizes the Company’s performance stock unit activity for the years ended December 31, 2024, 2023 and 2022:

(In thousands) Performance Stock Units

Non-vested, December 31, 2021 331

Vested (earned) ( 149 )

Forfeited ( 14 )

Non-vested, December 31, 2022 352

Vested (earned) ( 72 )

Forfeited ( 90 )

Non-vested, December 31, 2023 492

Vested (earned) ( 42 )

Forfeited ( 115 )

Non-vested, December 31, 2024 523

Stock-based compensation expense was $ 10.8 million in 2025, $ 11.3 million in 2024 and $ 12.2 million in 2023.

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Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was $ 18.85 at December 31, 2025, and the exercise price multiplied by the number of options outstanding.

There were no stock options exercised in 2025.

There were 87,740 stock options exercised in 2024 with an intrinsic value of $ 78,000 .

There were 900 stock options exercised in 2023 with an intrinsic value of $ 8,000 .

There were 2,750 stock options exercised in 2022 with no intrinsic value.

The fair value of the Company’s employee stock options granted is estimated on the date of grant using the Black-Scholes option-pricing model.

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Transfers of loans to foreclosed assets held for sale 13,736 9,697 3,075

Transfers of assets held for sale to other assets — — 100

Transfers of available-for-sale to held-to-maturity securities — — 1,992,542

Transfer of HTM securities to AFS securities 3,594,888 — —

OTHER INCOME AND OTHER OPERATING EXPENSES

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Following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Available-for-sale securities – Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy.

Available-for-sale and trading securities – Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy.

Level 1 securities would include highly liquid government bonds, mortgage products and certain other financial products.

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Available-for-sale securities

Treasury $ 996 $ 996 $ — $ —

Government agencies $ 47,172 $ — $ 47,172 $ —

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Mortgage loans held for sale 17,438 — — 17,438

Assets held in trading accounts 11,685 11,685 — —

Derivative asset 87,463 — 87,463 —

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Foreclosed assets and other real estate owned (1)

1,081 — — 1,081

December 31, 2024

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______________________

(1) These amounts represent the resulting carrying amounts on the consolidated balance sheets for collateral-dependent loans and foreclosed assets and other real estate owned for which fair value re-measurements took place during the period.

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Interest bearing balances due from banks - time 100 — 100 — 100

Held-to-maturity securities, net 3,636,636 — 2,949,951 — 2,949,951

Interest receivable 104,062 — 104,062 — 104,062

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The Company has purchased letters of credit from the FHLB as security for certain public deposits.

The amount of the letters of credit was $ 1.12 billion and $ 580.8 million at December 31, 2024 and 2023, respectively, and they expire in less than one year from issuance.

The amount of the letters of credit was $ 785.4 million and $ 1.12 billion at December 31, 2025 and 2024, respectively, and they expire in less than one year from issuance.

At December 31, 2025, the Company did not have concentrations of 5% or more of the investment portfolio in bonds issued by a single municipality.

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Recently Adopted Accounting Standards

Segment Reporting - In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

Stock Compensation - In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2024-01, Compensation-Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards (“ASU 2024-01”), in response to feedback received by the FASB requesting guidance on how entities should determine the appropriate guidance to apply when accounting for the issuance of profits interest units and similar types of awards.

ASU 2024-01 added an example with four fact patterns to ASC 718-10 to assist preparers of financial statements in determining whether profits interest and similar awards should be accounted for within the scope of the guidance.

ASU 2024-01 only addresses the scope determination and does not amend the recognition, classification or measurement guidance.

ASU 2024-01 was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted for interim or annual financial statements that have not yet been issued or made available for issuance.

Entities may choose to adopt 2024-01 on a prospective or retrospective basis.

The adoption of ASU 2024-01 did not have a material impact on the Company’s operations, financial position or disclosures.

Income Taxes - In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), primarily focused on income tax disclosures regarding effective tax rates and cash income taxes paid.

ASU 2023-09 requires public business entities, on an annual basis, to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income by the applicable statutory income tax rate).

ASU 2023-09 was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted.

The Company elected to adopt ASU 2023-07 retrospectively.

The adoption of ASU 2023-09 did not have a material impact on the Company’s operations, financial position or disclosures.

See Note 9, Income Taxes, for additional information.

Segment Reporting - In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

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2022-02, Financial Instruments - Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminated the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310-40 and amended the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination.

Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminated the accounting guidance on troubled debt restructurings for creditors in ASC 310-40 and amended the guidance on “vintage disclosures” to require disclosure of current-period gross write-offs by year of origination.

The ASU also updated the requirements related to accounting for credit losses under ASC 326 and added enhanced disclosures for creditors with respect to loan refinancings and restructurings made to borrowers experiencing financial difficulty.

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2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided relief for companies preparing for discontinuation of interest rates such as LIBOR.

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), which provided relief for companies preparing for discontinuation of interest rates such as the LIBOR.

LIBOR is a benchmark interest rate referenced in a variety of agreements that are used by numerous entities.

On March 5, 2021, the U.K.

Financial Conduct Authority (“FCA”) announced that the majority of LIBOR rates will no longer be published after December 31, 2021.

Financial Conduct Authority announced that the majority of LIBOR rates will no longer be published after December 31, 2021.

Effective January 1, 2022, the ICE Benchmark Administration Limited, the administrator of the LIBOR, ceased the publication of one-week and two-month USD LIBOR and as of June 30, 2023, ceased the publications of the remaining tenors of USD LIBOR (one, three, six and 12-month).

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Companies were able to apply ASU 2020-04 immediately;

however, the guidance will only be available for a limited time (generally through December 31, 2022).

however, the guidance was only available for a limited time (generally through December 31, 2022).

The Company formed a LIBOR Transition Team in 2020, has created standard LIBOR replacement language for new and modified loan notes, and is monitoring the remaining loans with LIBOR rates monthly to ensure progress in updating these loans with acceptable LIBOR replacement language or converting them to other interest rates.

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Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”).

ASU 2022-06 deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.

Leases - In July 2021, the FASB issued ASU No.

2021-05, Leases (Topic 842):

Lessors-Certain Leases with Variable Lease Payments (“ASU 2021-05”), that amended lease classification requirements for lessors.

In accordance with ASU 2021-05, lessors should classify and account for a lease that have variable lease payments that do not depend on a reference index rate as an operating lease if both of the following criteria are met:

i) the lease would have been classified as a sales-type lease or a direct financing lease under the previous lease classification criteria and ii) sales-type or direct financing lease classification would result in a Day 1 loss.

ASU 2021-05 was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted.

The adoption of ASU 2021-05 did not have a material impact on the Company’s results of operations, financial position or disclosures.

ASU 2022-06 deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities are no longer permitted to apply the relief in Topic 848.

Recently Issued Accounting Standards

Interim Reporting - In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”), that clarifies and enhances guidance on interim financial reporting by (i) clarifying the scope such that it now explicitly applies only to entities that issue complete interim financial statements and related notes under U.S.

GAAP, (ii) establishes clear guidance on the form of interim statements and notes, incorporating a comprehensive list of required interim disclosures and (iii) introduces a requirement to disclose material events and changes occurring after the end of the last annual period that could impact interim results.

ASU 2025-11 is effective for interim reporting periods with annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The adoption of ASU 2025-11 is not expected to have a material impact on the Company’s operations, financial position or disclosures.

Derivatives and Hedging - In November 2025, the FASB issued ASU No.

2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements (“ASU 2025-09”), that targets to align hedge accounting more closely with an entity’s economic risk management practices.

ASU 2025-09 addresses improvements for five specific issues:

(i) similar risk assessment for cash flow hedges, (ii) hedging interest payments on choose-your-rate debt, (iii) cash flow hedges of nonfinancial forecasted transactions, (iv) net written options as hedging instruments and (v) foreign currency-denominated debt designated as a hedging instrument and a hedged item.

ASU 2025-09 is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years and is not expected to have a material impact on the Company’s operations, financial position or disclosures.

Purchased Loans - In November 2025, the FASB issued ASU No.

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

Purchased Loans (“ASU 2025-08”), that expands the scope of the “gross-up” method, formerly applicable only to PCD assets, to include acquired non-PCD loans that meet certain criteria, now referred to as purchased seasoned loans (“PSLs”).

Under this model, an allowance for expected credit losses is recognized at acquisition, offsetting the loan’s amortized cost basis, thereby eliminating the day-one credit loss expense previously required for non-PCD assets.

PSLs are defined as non-PCD loans acquired either (i) through a business combination or (ii) purchased more than 90 days after origination when the acquirer was not involved in origination.

ASU 2025-08 will be effective for the Company, on a prospective basis for loans acquired on or after the adoption date, for interim and annual reporting periods beginning in 2027, though early adoption is permitted.

The adoption of ASU 2025-08 is not expected to have a material impact on the Company’s financial position or disclosures.

Disaggregation of Income Statement Expenses - In November 2024, the FASB issued ASU No.

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The Company is currently evaluating the impact ASU 2024-03 will have on its results of operations, financial position or disclosures.

Stock Compensation - In March 2024, the FASB issued ASU No.

2024-01, Compensation-Stock Compensation (Topic 718):

ASU 2024-01 only addresses the scope determination and does not amend the recognition, classification or measurement guidance.

ASU 2024-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted for interim or annual financial statements that have not yet been issued or made available for issuance.

Entities may choose to adopt 2024-01 on a prospective or retrospective basis.

The adoption of ASU 2024-01 is not expected to have a material impact on the Company’s operations, financial position or disclosures.

Income Taxes - In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”), primarily focused on income tax disclosures regarding effective tax rates and cash income taxes paid.

ASU 2023-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted.

The adoption of ASU 2023-09 is not expected to have a material impact on the Company’s operations, financial position or disclosures.

Presently, the Company is not aware of any other changes to the Accounting Standards Codification that will have a material impact on the Company’s present or future financial position or results of operations.

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For the year ended December 31, 2025, the net amount included in interest income on investment securities in the consolidated statements of income related to fair value hedges was $ 31.3 million.

The following table summarizes the fair value hedges recorded in the accompanying consolidated balance sheets.

During the third quarter of 2025, the Company began utilizing step-down interest rate swaps designated as fair value hedges to mitigate the risk of changes in the fair value of the $ 325.0 million in aggregate principal amount of the 2025 Notes due to changes in market interest rates.

These receive-fixed/pay-variable swaps have maturities ranging from 2026 to 2030 and the fixed interest rate decreases in predetermined intervals over the contractual term of the agreement.

The following table summarizes the fair value hedges recorded in the accompanying consolidated balance sheets for the years ended December 31, 2025 and 2024.

December 31, 2025 December 31, 2024

1 unchanged sentence

Derivative assets Other assets 1.21 % Federal Funds $ 1,001,715 $ 59,829 $ 1,001,715 $ 103,366

The following amounts were recorded on the balance sheet related to carrying amounts and cumulative basis adjustments for fair value hedges.

Carrying Amount of Hedged Assets Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets

Derivative liabilities Accrued interest and other liabilities Daily WA SOFR 3.07 % - 3.56 %

325,000 ( 3,337 ) — —

The following amounts were recorded on the accompanying consolidated balance sheets related to carrying amounts and cumulative basis adjustments for fair value hedges for the years ended December 31, 2025 and 2024.

Carrying Amount of Hedged Assets/Liabilities Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of Hedged Assets/Liabilities

Line Item on the Balance Sheet (In thousands) 2025 2024 2025 2024

Investment securities - Available-for-sale $ 970,976 $ 934,132 $ 60,013 $ 103,595

Subordinated debentures 317,714 — ( 3,455 ) —

Cash Flow Hedges

For derivative instruments that are designated and qualify as a cash flow hedge, the aggregate fair value of the derivative instrument is recorded in other assets or other liabilities with any gain or loss related to changes in fair value recorded in accumulated other comprehensive income (loss), net of tax.

The gain or loss is reclassified into earnings in the same period during which the hedged asset or liability affects earnings and is presented in the same income statement line item as the earnings effect of the hedged asset or liability.

During the third quarter of 2025, the Company executed step-down interest rate swaps on certain variable rate loans within the CRE and commercial and industrial portfolios with maturity dates ranging from 2026 to 2029 and certain securities within the variable rate commercial MBS portfolio with maturity dates ranging from 2026 to 2027.

These receive-fixed/pay-variable swaps are used to manage variability in future cash flows related to interest rate exposure within each portfolio.

The following table summarizes the cash flow hedges recorded in the accompanying consolidated balance sheets for the years ended December 31, 2025 and 2024.

December 31, 2025 December 31, 2024

(In thousands) Balance Sheet Location Weighted Average Pay Rate Receive Rate Notional Fair Value Notional Fair Value

Variable rate loans Other assets 1M CME Term SOFR 3.18 % - 4.05 %

$ 1,000,000 $ ( 919 ) $ — $ —

Variable rate commercial MBS Other assets SOFR 30A 3.07 % - 3.82 %

300,000 317 — —

The following table summarizes the cash flow hedges relationships in the accompanying consolidated statements of comprehensive income (loss) for the years ended December 31, 2025 and 2024.

Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss)

(In thousands) 2025 2024

Variable rate loans $ ( 919 ) $ —

Variable rate commercial MBS 317 —

The cash flow hedges were determined to be highly effective during the periods presented and as a result qualify for hedge accounting treatment.

Customer Risk Management Interest Rate Swaps

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These risks are mitigated by customer credit underwriting policies and establishing a predetermined hedge line for each borrower and by monitoring the exchange margin.

During the second quarter of 2023, the Company’s remaining energy hedge swap contracts expired and there were no outstanding notional values related to these contracts as of December 31, 2024.

During 2023, the Company’s remaining energy hedge swap contracts expired and there were no outstanding notional values related to these contracts as of December 31, 2025.

Currently, the Company generally does not intend to offer hedging services to any remaining energy related customers.

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Undivided profits 864,341 1,376,935

Accumulated other comprehensive loss:

Unrealized depreciation on available-for-sale securities, net of income taxes of $( 103,716 ) and $( 127,698 ) at December 31, 2025 and 2024, respectively

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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,790,660 $ 3,952,281

Condensed Statements of Income

Condensed Statements of Income (Loss)

Years Ended December 31, 2025 , 2024 and 2023

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Equity in undistributed net income (loss) of subsidiaries ( 440,639 ) ( 76,061 ) 41,775

NET INCOME $ 152,693 $ 175,057 $ 256,412

Condensed Statements of Comprehensive Income

NET INCOME (LOSS) $ ( 397,553 ) $ 152,693 $ 175,057

Condensed Statements of Comprehensive Income (Loss)

Years Ended December 31, 2025 , 2024 and 2023

(In thousands) 2025 2024 2023

NET INCOME $ 152,693 $ 175,057 $ 256,412

OTHER COMPREHENSIVE INCOME (LOSS)

Equity in other comprehensive income (loss) of subsidiaries 43,465 113,185 ( 507,015 )

NET INCOME (LOSS) $ ( 397,553 ) $ 152,693 $ 175,057

OTHER COMPREHENSIVE INCOME

Equity in other comprehensive income of subsidiaries 67,780 43,465 113,185

COMPREHENSIVE INCOME (LOSS) $ ( 329,773 ) $ 196,158 $ 288,242

3 unchanged sentences

CASH FLOWS FROM OPERATING ACTIVITIES

Net income $ 152,693 $ 175,057 $ 256,412

Net income (loss) $ ( 397,553 ) $ 152,693 $ 175,057

Items not requiring (providing) cash

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Net purchases of premises and equipment ( 513 ) ( 45 ) ( 52 )

Cash acquired in business combinations — — 60,126

Other, net — 24 5,856

Net cash provided by investing activities 81 7,114 62,991

Net cash (used in) provided by investing activities ( 513 ) 81 7,114

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of subordinated notes 321,054 — —

Repayment of long-term debt, net ( 368,771 ) ( 1,717 ) ( 1,664 )

2 unchanged sentences

Dividends paid on common stock ( 115,041 ) ( 105,439 ) ( 100,962 )

Net cash used in financing activities ( 106,781 ) ( 144,969 ) ( 266,547 )

Net cash provided by (used in) financing activities 161,661 ( 106,781 ) ( 144,969 )

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 255,536 122,627 47,524

3 unchanged sentences

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

What changed 10-K

Item 7A. Quantitative and Qualitative Disclosures About Market Risk