Item 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Liquidity and Market Risk Management
Parent Company
The Company has leveraged its investment in Simmons Bank and depends upon the dividends paid to it, as the sole shareholder of Simmons Bank, as a principal source of funds for dividends to shareholders, stock repurchases and debt service requirements. At December 31, 2025, undivided profits of Simmons Bank were approximately $109.8 million, none of which were available for the payment of dividends to the Company without regulatory approval. In addition to dividends, other sources of liquidity for the Company are the sale of equity securities and the borrowing of funds.
Subsidiary Bank
Generally speaking, Simmons Bank relies upon net inflows of cash from financing activities, supplemented by net inflows of cash from operating activities, to provide cash used in investing activities. Typical of most banking companies, significant financing activities include: deposit gathering; use of short-term borrowing facilities, such as federal funds purchased and repurchase agreements; and the issuance of long-term debt. The subsidiary bank’s primary investing activities include loan originations and purchases of investment securities, offset by loan payoffs and investment cash flows and maturities.
Liquidity represents an institution’s ability to provide funds to satisfy demands from depositors and borrowers by either converting assets into cash or accessing new or existing sources of incremental funds. A major responsibility of management is to maximize net interest income within prudent liquidity constraints. Internal corporate guidelines have been established to constantly measure liquid assets as well as relevant ratios concerning earning asset levels and purchased funds. The management and Board of Directors of the subsidiary bank monitor these same indicators and makes adjustments as needed.
Liquidity Management
The objective of our liquidity management is to access adequate sources of funding to ensure that cash flow requirements of depositors and borrowers are met in an orderly and timely manner. Sources of liquidity are managed so that reliance on any one funding source is kept to a minimum. Our liquidity sources are prioritized for both availability and time to activation. Our liquidity is a primary consideration in determining funding needs and is an integral part of asset/liability management. Pricing of the liability side is a major component of interest margin and spread management. Adequate liquidity is a necessity in addressing this critical task. There are seven primary and secondary sources of liquidity available to the Company. The particular liquidity need and timeframe determine the use of these sources.
The first source of liquidity available to the Company is federal funds. Federal funds are available on a daily basis and are used to meet the normal fluctuations of a dynamic balance sheet. As of December 31, 2025, the Bank had approximat ely $435.0 million in f ederal funds lines of credit from upstream correspondent banks that can be accessed, if and when needed. In order to ensure availability of these upstream funds we test these borrowing lines at least annually. Historical monitoring of these funds has made it possible for us to project seasonal fluctuations and structure our funding requirements on a month-to-month basis.
Second, Simmons Bank has lines of credit available with the Federal Home Loan Bank. While we use portions of those lines to match off longer-term mortgage loans, we also use those lines to meet liquidity needs. Approximately $6.00 billion of these lines of credit are currently available, if needed, for liquidity.
A third source of liquidity is that we have the ability to access large wholesale deposits from both the public and private sector to fund short-term liquidity needs.
A fourth source of liquidity is the retail deposits available through our network of financial centers throughout Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas. Although this method can be a somewhat more expensive alternative to supplying liquidity, this source can be used to meet intermediate term liquidity needs.
Fifth, we use a laddered investment portfolio that ensures there is a steady source of intermediate term liquidity. These funds can be used to meet seasonal loan patterns and other intermediate term balance sheet fluctuations. 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.
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Sixth, we have a network of downstream correspondent banks from which we can access debt to meet liquidity needs.
Finally, we have the ability to access funds through the Federal Reserve Bank Discount Window.
We believe these various sources of available liquidity are sufficient for short-term, intermediate-term and long-term liquidity.
Market Risk Management
Market risk arises from changes in interest rates. We have risk management policies to monitor and limit exposure to market risk. In asset and liability management activities, policies designed to minimize structural interest rate risk are in place. 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
Interest rate risk represents the potential impact of interest rate changes on net income and capital resulting from mismatches in repricing opportunities of assets and liabilities over a period of time. A number of tools are used to monitor and manage interest rate risk, including simulation models and interest sensitivity gap analysis. Management uses simulation models to estimate the effects of changing interest rates and various balance sheet strategies on the level of the Company’s net income and capital. As a means of limiting interest rate risk to an acceptable level, management may alter the mix of floating and fixed-rate assets and liabilities, change pricing schedules, manage investment maturities during future security purchases, or enter into derivative contracts such as interest rate swaps.
The simulation model incorporates management’s assumptions regarding the level of interest rates or balance changes for indeterminate maturity deposits for a given level of market rate changes. These assumptions have been developed through anticipated pricing behavior. Key assumptions in the simulation models include the relative timing of prepayments, cash flows and maturities. These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of a change in interest rates on net income or capital. 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, 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. Also, this analysis does not contemplate any actions that we might undertake in response to changes in market interest rates. We believe these estimates are not necessarily indicative of what actually could occur in the event of immediate interest rate increases or decreases of this magnitude. As interest-bearing assets and liabilities reprice in different time frames and proportions to market interest rate movements, various assumptions must be made based on historical relationships of these variables in reaching any conclusion. Since these correlations are based on competitive and market conditions, we anticipate that our future results will likely be different from the foregoing estimates, and such differences could be material.
The table below presents our sensitivity to net interest income at December 31, 2025.
Table 24: Net Interest Income Sensitivity
Interest Rate Scenario % Change from Base
Up 200 basis points 0.58 %
Up 100 basis points 0.23 %
Down 100 basis points (1.10) %
Down 200 basis points (1.70) %
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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX
Management’s Report on Internal Control Over Financial Reporting
70
Report of Independent Registered Public Accounting Firm (PCAOB ID 686 )
Report on Internal Control Over Financial Reporting
71
Report on Consolidated Financial Statements
72
Consolidated Balance Sheets, December 31, 2025 and 2024
75
Consolidated Statements of Income (Loss) , Years Ended December 31, 2025, 2024 and 2023
76
Consolidated Statements of Comprehensive Income ( Loss) , Years Ended December 31, 2025, 2024 and 2023
77
Consolidated Statements of Cash Flows, Years Ended December 31, 2025, 2024 and 2023
78
Consolidated Statements of Stockholders’ Equity, Years Ended December 31, 2025, 2024 and 2023
79
Notes to Consolidated Financial Statements, December 31, 2025, 2024 and 2023
80
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Management’s Report on Internal Control Over Financial Reporting
The management of Simmons First National Corporation (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of the Company’s financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Accordingly, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth in Internal Control – Integrated Framework (2013 edition) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO ). Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2025 is effective based on the specified criteria.
Forvis Mazars, LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an audit report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, immediately follows.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders, Board of Directors and Audit Committee
Simmons First National Corporation
Pine Bluff, Arkansas
Opinion on the Internal Control over Financial Reporting
We have audited Simmons First National Corporation’s (the “Company”) 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). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, and our report dated February 25, 2026, expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Reporting on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definitions and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Forvis Mazars, LLP
/s/ Forvis Mazars, LLP
Little Rock, Arkansas
February 25, 2026
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders, Board of Directors and Audit Committee
Simmons First National Corporation
Pine Bluff, Arkansas
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, 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.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Allowance for Credit Losses
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 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.
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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. Expected credit losses are estimated by either lifetime loss rates or expected cash flows based on three key parameters: probability of default (PD), exposure-at-default (EAD) or loss given default (LGD). 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 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:
• Obtained an understanding of the Company’s process for establishing the qualitative adjustment.
• Evaluated and tested the design and operating effectiveness of controls over the establishment of qualitative factors.
• Evaluated the qualitative adjustments to the ACL including assessing the basis for adjustments and the reasonableness of the significant assumptions.
• Evaluated credit quality trends in delinquencies, non-accruals and charge-offs.
Goodwill
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 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.
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Income Taxes
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
Little Rock, Arkansas
February 25, 2026
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Simmons First National Corporation
Consolidated Balance Sheets
December 31, 2025 and 2024
(In thousands, except share data) 2025 2024
ASSETS
Cash and noninterest bearing balances due from banks
$ 380,439 $ 429,705
Interest bearing balances due from banks and federal funds sold 331,474 257,672
Cash and cash equivalents 711,913 687,377
Interest bearing balances due from banks – time 100 100
Investment securities:
Held-to-maturity, net of allowance for credit losses of $ 3,214 at December 31, 2024
— 3,636,636
Available-for-sale, at estimated fair value (amortized cost of $ 3,642,809 and $ 2,852,774 at December 31, 2025 and 2024, respectively)
3,266,221 2,529,426
Total investments 3,266,221 6,166,062
Mortgage loans held for sale 17,438 11,417
Assets held in trading accounts
11,685 —
Loans 17,492,179 17,005,937
Allowance for credit losses on loans ( 224,377 ) ( 235,019 )
Net loans 17,267,802 16,770,918
Premises and equipment 561,220 585,431
Foreclosed assets and other real estate owned 12,009 9,270
Interest receivable 104,062 123,243
Bank owned life insurance 540,001 531,805
Goodwill 1,320,799 1,320,799
Other intangible assets 84,423 97,242
Other assets 643,204 572,385
Total assets $ 24,540,877 $ 26,876,049
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest bearing transaction accounts $ 4,330,211 $ 4,460,517
Interest bearing transaction accounts and savings deposits 11,141,169 10,982,022
Time deposits 4,712,658 6,443,211
Total deposits 20,184,038 21,885,750
Federal funds purchased and securities sold under agreements to repurchase 21,383 37,109
Other borrowings 302,253 745,372
Subordinated notes and debentures
317,714 366,293
Accrued interest and other liabilities 296,249 312,653
Total liabilities 21,121,637 23,347,177
Stockholders’ equity:
Common stock, Class A, $ 0.01 par value; 350,000,000 shares authorized at December 31, 2025 and 2024; 144,762,817 and 125,651,540 shares issued and outstanding at December 31, 2025 and 2024, respectively
1,448 1,257
Surplus 2,846,581 2,511,590
Undivided profits 864,341 1,376,935
Accumulated other comprehensive loss
( 293,130 ) ( 360,910 )
Total stockholders’ equity 3,419,240 3,528,872
Total liabilities and stockholders’ equity $ 24,540,877 $ 26,876,049
See Notes to Consolidated Financial Statements.
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Simmons First National Corporation
Consolidated Statements of Income (Loss)
Years Ended December 31, 2025, 2024 and 2023
(In thousands, except per share data) 2025 2024 2023
INTEREST INCOME
Loans, including fees $ 1,063,206 $ 1,083,093 $ 989,196
Interest bearing balances due from banks and federal funds sold 14,140 11,808 13,490
Investment securities 165,452 216,433 206,918
Mortgage loans held for sale 799 731 557
Assets held in trading accounts 217 — —
TOTAL INTEREST INCOME 1,243,814 1,312,065 1,210,161
INTEREST EXPENSE
Deposits 475,908 600,240 472,919
Federal funds purchased and securities sold under agreements to repurchase 301 602 1,150
Other borrowings 23,422 55,127 60,517
Subordinated notes and debentures 24,980 27,631 25,449
TOTAL INTEREST EXPENSE 524,611 683,600 560,035
NET INTEREST INCOME 719,203 628,465 650,126
Provision for credit losses 65,824 46,785 42,028
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 653,379 581,680 608,098
NONINTEREST INCOME (LOSS)
Service charges on deposit accounts 50,937 49,898 50,530
Debit and credit card fees 34,151 32,875 31,472
Wealth management fees 39,395 36,341 32,730
Mortgage lending income 8,191 8,077 7,733
Bank owned life insurance income 15,867 15,227 11,717
Other service charges and fees 5,631 5,653 6,595
Loss on sale of securities, net ( 801,492 ) ( 28,393 ) ( 20,609 )
Other income 31,350 27,493 35,398
TOTAL NONINTEREST INCOME (LOSS) ( 615,970 ) 147,171 155,566
NONINTEREST EXPENSE
Salaries and employee benefits 297,859 284,124 286,117
Occupancy expense, net 48,237 48,214 46,741
Furniture and equipment expense 21,518 22,047 20,741
Other real estate and foreclosure expense 1,046 700 892
Deposit insurance 20,219 23,938 29,986
Merger related costs — — 1,420
Other operating expenses 176,184 178,520 177,164
TOTAL NONINTEREST EXPENSE 565,063 557,543 563,061
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
DILUTED EARNINGS PER SHARE $ ( 2.95 ) $ 1.21 $ 1.38
See Notes to Consolidated Financial Statements.
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Simmons First National Corporation
Consolidated Statements of Comprehensive Income (Loss)
Years Ended December 31, 2025, 2024 and 2023
(In thousands) 2025 2024 2023
NET INCOME (LOSS) $ ( 397,553 ) $ 152,693 $ 175,057
OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized holding (losses) gains arising during the period on available-for-sale securities ( 806,813 ) 7,475 108,612
Less: Reclassification adjustment for realized losses included in net income ( 801,492 ) ( 28,393 ) ( 20,609 )
Less: Realized gains on derivative instruments 44,184 834 1,960
Less: Amortization of net unrealized losses on securities transferred from available-for-sale to held-to-maturity ( 141,267 ) ( 23,810 ) ( 25,971 )
Other comprehensive income (loss), before tax effect 91,762 58,844 153,232
Less: Tax effect of other comprehensive income (loss) 23,982 15,379 40,047
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) 67,780 43,465 113,185
COMPREHENSIVE INCOME (LOSS) $ ( 329,773 ) $ 196,158 $ 288,242
See Notes to Consolidated Financial Statements.
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Simmons First National Corporation
Consolidated Statements of Cash Flows
Years Ended December 31, 2025, 2024 and 2023
(In thousands) 2025 2024 2023
OPERATING ACTIVITIES
Net income (loss) $ ( 397,553 ) $ 152,693 $ 175,057
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 40,802 46,116 47,877
Provision for credit losses 65,824 46,785 42,028
Loss on sale of investments 801,492 28,393 20,609
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 )
(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 )
Originations of mortgage loans held for sale ( 280,597 ) ( 277,450 ) ( 262,901 )
Proceeds from sale of mortgage loans held for sale 282,805 283,708 264,995
Changes in assets and liabilities:
Interest receivable 19,181 ( 813 ) ( 19,538 )
Assets held in trading accounts ( 11,685 ) — —
Other assets 90,537 101,288 263,969
Accrued interest and other liabilities 2,145 53,195 ( 3,908 )
Income taxes payable ( 5,993 ) ( 8,231 ) 8,996
Net cash provided by operating activities 449,503 425,924 540,979
INVESTING ACTIVITIES
Net change in loans ( 708,627 ) ( 214,188 ) ( 786,775 )
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
Purchases of premises and equipment, net ( 38,141 ) ( 45,509 ) ( 33,086 )
Proceeds from sale of foreclosed assets and other real estate owned 11,497 5,428 2,071
Proceeds from sale of available-for-sale securities 2,363,220 251,517 247,948
Proceeds from maturities of available-for-sale securities 337,593 300,466 302,802
Purchases of available-for-sale securities ( 597,219 ) ( 7,071 ) ( 7,518 )
Proceeds from maturities of held-to-maturity securities 41,009 81,488 85,192
Purchases of held-to-maturity securities — — ( 68,368 )
Proceeds from bank owned life insurance death benefits 7,669 1,376 3,686
Purchases of bank owned life insurance ( 15,697 ) ( 24,528 ) —
Surrender of bank owned life insurance 19,025 7,484 —
Sale of equipment finance business 11,198 — —
Net cash provided by (used in) investing activities 1,572,158 369,507 ( 183,593 )
FINANCING ACTIVITIES
Net change in deposits ( 1,701,712 ) ( 359,228 ) ( 302,747 )
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 )
Repayments of subordinated debentures ( 367,000 ) — —
Dividends paid on common stock ( 115,041 ) ( 105,439 ) ( 100,962 )
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 )
Shares issued under employee stock purchase plan 836 970 833
Repurchase of common stock — — ( 40,322 )
Net cash used in financing activities ( 1,997,125 ) ( 722,146 ) ( 425,416 )
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 24,536 73,285 ( 68,030 )
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 687,377 614,092 682,122
CASH AND CASH EQUIVALENTS, END OF YEAR $ 711,913 $ 687,377 $ 614,092
See Notes to Consolidated Financial Statements.
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Simmons First National Corporation
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2025, 2024 and 2023
(In thousands, except share data) Common
Stock Surplus Accumulated
Other
Comprehensive
Income (Loss) Undivided
Profits Total
Balance, December 31, 2022 $ 1,270 $ 2,530,066 $ ( 517,560 ) $ 1,255,586 $ 3,269,362
Comprehensive income — — 113,185 175,057 288,242
Stock issued for employee stock purchase plan – 42,510 shares
— 833 — — 833
Stock-based compensation plans, net – 352,004 shares
5 9,330 — — 9,335
Stock repurchases - 2,257,049 shares
( 23 ) ( 40,299 ) — — ( 40,322 )
Dividends on common stock – $ 0.80 per share
— — — ( 100,962 ) ( 100,962 )
Balance, December 31, 2023 1,252 2,499,930 ( 404,375 ) 1,329,681 3,426,488
Comprehensive income — — 43,465 152,693 196,158
Stock issued for employee stock purchase plan - 53,161 shares
— 970 — — 970
Stock-based compensation plans, net - 414,435 shares
5 10,690 — — 10,695
Dividends on common stock - $ 0.84 per share
— — — ( 105,439 ) ( 105,439 )
Balance, December 31, 2024 1,257 2,511,590 ( 360,910 ) 1,376,935 3,528,872
Comprehensive income — — 67,780 ( 397,553 ) ( 329,773 )
Stock issued for employee stock purchase plan - 46,857 shares
— 836 — — 836
Stock-based compensation plans, net - 411,420 shares
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
— — — ( 115,041 ) ( 115,041 )
Balance, December 31, 2025 $ 1,448 $ 2,846,581 $ ( 293,130 ) $ 864,341 $ 3,419,240
See Notes to Consolidated Financial Statements.
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Simmons First National Corporation
Notes to Consolidated Financial Statements
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Principles of Consolidation
Simmons First National Corporation (“Company”) is a Mid-South financial holding company headquartered in Pine Bluff, Arkansas, and the parent company of Simmons Bank, an Arkansas state-chartered bank that has been in operation since 1903 (“Simmons Bank” or the “Bank”). Simmons First Insurance Services, Inc. and Simmons First Insurance Services of TN, LLC are wholly-owned subsidiaries of Simmons Bank and are insurance agencies that offer various lines of personal and corporate insurance coverage to individual and commercial customers. The Company, through its subsidiaries, offers, among other things, consumer, real estate and commercial loans; checking, savings and time deposits; and specialized products and services (such as credit cards, trust and fiduciary services, investments, agricultural finance lending, equipment lending, insurance and Small Business Administration (“SBA”) lending) from approximately 222 financial centers as of December 31, 2025, located throughout market areas in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.
The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.
Simmons Bank is an Arkansas state-chartered bank and a member of the Federal Reserve System through the Federal Reserve Bank of St. Louis. Due to the Company’s typical acquisition process, there may be brief periods of time during which the Company may operate another subsidiary bank that the Company acquired through a merger with a target bank holding company as a separate subsidiary while preparing for the merger and integration of that subsidiary bank into Simmons Bank. However, it is the Company’s intent to generally maintain Simmons Bank as the Company’s sole subsidiary bank.
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 (“CODM”) in deciding how to allocate resources and in assessing performance. The Company is organized with community and commercial banking groups. Each of these groups provide one or more similar banking services, including such products and services as loans; time deposits, checking and savings accounts; treasury management; and credit cards. Loan products include consumer, real estate, commercial, agricultural, equipment, warehouse lending and SBA lending. The individual banking groups have similar operating and economic characteristics. 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.
The Company also considers its wealth group, which provides trust and investment services, as well as insurance services, to be operating segments. 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 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. The CODM analyzes on the spread between interest revenue and interest expense (net interest income) to assess performance and to allocate operating and capital resources. Therefore, interest revenue is presented net of interest expense. Additionally, the CODM reviews budgeted net income versus actual net income of the Company to allocate resources to meet the Company’s strategic objectives.
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The following table provides a summary of the Company’s reportable operating segment results as of or for the years ended December 31, 2025, 2024 and 2023.
(In thousands) Community and Commercial Banking Other Consolidated
December 31, 2025
Net interest income $ 717,433 $ 1,770 $ 719,203
Noninterest income (loss) ( 655,833 ) 39,863 ( 615,970 )
Total net revenue 61,600 41,633 103,233
Noninterest expense:
Salaries and employee benefits 279,232 18,627 297,859
Occupancy expense, net 46,307 1,930 48,237
Furniture and equipment expense 21,518 — 21,518
Deposit insurance 20,219 — 20,219
Other operating expenses (1)
169,633 7,597 177,230
Total noninterest expense 536,909 28,154 565,063
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 (loss) $ ( 411,012 ) $ 13,459 $ ( 397,553 )
Assets as of December 31, 2025 $ 24,536,042 $ 4,835 $ 24,540,877
December 31, 2024
Net interest income $ 627,698 $ 767 $ 628,465
Noninterest income 109,701 37,470 147,171
Total net revenue 737,399 38,237 775,636
Noninterest expense:
Salaries and employee benefits 265,610 18,514 284,124
Occupancy expense, net 46,373 1,841 48,214
Furniture and equipment expense 22,045 2 22,047
Deposit insurance 23,938 — 23,938
Other operating expenses (1)
173,295 5,925 179,220
Total noninterest expense 531,261 26,282 557,543
Income before provision for credit losses and income taxes 206,138 11,955 218,093
Provision for credit losses 46,785 — 46,785
Income tax expense 18,530 85 18,615
Net income $ 140,823 $ 11,870 $ 152,693
Assets as of December 31, 2024 $ 26,870,061 $ 5,988 $ 26,876,049
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(In thousands) Community and Commercial Banking Other Consolidated
December 31, 2023
Net interest income $ 650,928 $ ( 802 ) $ 650,126
Noninterest income 120,567 34,999 155,566
Total net revenue 771,495 34,197 805,692
Noninterest expense:
Salaries and employee benefits 268,300 17,817 286,117
Occupancy expense, net 46,712 29 46,741
Furniture and equipment expense 20,740 1 20,741
Deposit insurance 29,986 — 29,986
Other operating expenses (1)
173,480 5,996 179,476
Total noninterest expense 539,218 23,843 563,061
Income before provision for credit losses and income taxes 232,277 10,354 242,631
Provision for credit losses 42,028 — 42,028
Income tax expense 25,451 95 25,546
Net income $ 164,798 $ 10,259 $ 175,057
Assets as of December 31, 2023 $ 27,338,690 $ 6,984 $ 27,345,674
_________________________
(1) Other operating expenses primarily include professional services, marketing, software and technology, amortization of intangibles and other general operating expenses.
Use of Estimates
The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income items and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements and actual results may differ from these estimates. Such estimates include, but are not limited to, the Company’s allowance for credit losses.
Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses, the valuation of acquired loans, valuation of goodwill and subsequent impairment analysis, stock-based compensation plans and income taxes. Management obtains third party valuations to assist in valuing certain aspects of these material estimates, as appropriate, including independent appraisals for significant properties in connection with the determination of the allowance for credit losses and the fair value of acquired loans. Assumptions used in the goodwill impairment analysis involve internally projected forecasts, coupled with market and third-party data. These material estimates could change as a result of the uncertainty in current macroeconomic conditions and other factors that are beyond the Company’s control and could cause actual results to differ materially from those projected.
Reclassifications
Various items within the accompanying consolidated financial statements for previous years have been reclassified to provide more comparative information. These reclassifications were not material to the consolidated financial statements.
Cash Equivalents
The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. For purposes of the consolidated statements of cash flows, cash and cash equivalents are considered to include cash and noninterest bearing balances due from banks, interest bearing balances due from banks and federal funds sold and securities purchased under agreements to resell. At December 31, 2025, nearly all of the interest-bearing and noninterest bearing deposits were uninsured with nearly all of these balances held at the Federal Reserve Bank.
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Investment Securities
Held-to-maturity securities (“HTM”), which include any security for which the Company has 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 estimated life of the security. Prepayments are anticipated for mortgage-backed and SBA securities. Premiums on callable securities are amortized to their earliest call date.
Available-for-sale securities (“AFS”), 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. Unrealized gains and losses are recorded, net of related income tax effects, in stockholders’ equity. Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the estimated life of the security. Prepayments are anticipated for mortgage-backed and SBA securities. Premiums on callable securities are amortized to their earliest call date.
Trading securities, if any, which include any security held primarily for near-term sale, are carried at fair value. Gains and losses on trading securities are included in other income.
Allowance for Credit Losses - Investment Securities
Allowance for Credit Losses - HTM Securities - The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets.
Allowance for Credit Losses - AFS Securities - For AFS securities in an unrealized loss position, the Company first evaluates whether it intends to sell, or whether it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of these criteria regarding intent or requirement to sell is met, the AFS security amortized cost basis is written down to fair value through income. If the criteria is not met, the Company is required to assess whether the decline in fair value has resulted from credit losses or noncredit-related factors. If the assessment indicates a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists, and an allowance for credit loss is recorded through income as a component of provision for credit loss expense. If the assessment indicates that a credit loss does not exist, the Company records the decline in fair value through other comprehensive income, net of related income tax effects. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an AFS security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
Mortgage Loans Held For Sale
Mortgage Loans Held for Sale are carried at fair value which is determined on an aggregate basis. Adjustments to fair value are recognized monthly and reflected in earnings. The Company regularly sells mortgages into the capital markets to mitigate the effects of interest rate volatility during the period from the time an interest rate lock commitment (“IRLC”) is issued until the IRLC funds creating a mortgage loan held for sale and its subsequent sale into the secondary/capital markets. Loan sales are typically executed on a mandatory basis. Under a mandatory commitment, the Company agrees to deliver a specified dollar amount with predetermined terms by a certain date. Generally, the commitment is not loan specific, and any combination of loans can be delivered into the outstanding commitment provided the terms fall within the parameters of the commitment. Upon failure to deliver, the Company is subject to fees based on market movement.
The IRLCs are derivative instruments; their fair values at December 31, 2025 and 2024 were not material. Gains and losses resulting from sales of mortgage loans are recognized when the respective loans are sold to correspondent lenders, investors or aggregators. Gains and losses are determined by the difference between the sale price and the carrying amount in the loans sold, net of discounts collected, or premiums paid. Hedge instruments are, likewise, carried at fair value and associated gains/losses are realized at time of settlement.
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Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-offs are reported at their amortized cost basis, which is the unpaid principal balance outstanding, net of unearned income, deferred loan fees and costs, premiums and discounts associated with acquisition date fair value adjustments on acquired loans, and any direct principal charge-offs. The Company has made a policy election to exclude accrued interest from the amortized cost basis of loans and report accrued interest separately from the related loan balance on the consolidated balance sheets.
For loans amortized at cost, interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, as well as premiums and discounts, are deferred and amortized as a level yield adjustment over the respective term of the loan.
The accrual of interest on loans, except on certain government guaranteed loans, is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged off at an earlier date if collection of principal or interest is considered doubtful.
Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments. Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method.
Further information regarding accounting policies related to past due loans, non-accrual loans, and modifications to borrowers experiencing financial difficulty is presented in Note 4, Loans and Allowance for Credit Losses. Additionally, for discussion of the Company’s accounting for acquired loans, see Acquisition Accounting, Loans later in this section.
Allowance for Credit Losses
The allowance for credit losses is a reserve established through a provision for credit losses charged to expense which represents management’s best estimate of lifetime expected losses based on reasonable and supportable forecasts, quantitative factors, and other qualitative considerations.
Loans with similar risk characteristics such as loan type, collateral type, and internal risk ratings are aggregated for collective assessment. The Company uses statistically-based models that leverage assumptions about current and future economic conditions throughout the contractual life of the loan. Expected credit losses are estimated by either lifetime loss rates or expected loss cash flows based on three key parameters: probability-of-default (“PD”), exposure-at-default (“EAD”), and loss-given-default (“LGD”). Future economic conditions are incorporated to the extent that they are reasonable and supportable. Beyond the reasonable and supportable periods, the economic variables revert to a historical equilibrium at a pace dependent on the state of the economy reflected within the economic scenarios. The Company also includes qualitative adjustments to the allowance based on factors and considerations that have not otherwise been fully accounted for.
Loans that have unique risk characteristics are evaluated on an individual basis. These evaluations are typically performed on loans with a deteriorated internal risk rating. For a collateral-dependent loan, our evaluation process includes a valuation by appraisal or other collateral analysis adjusted for selling costs, when appropriate. This valuation is compared to the remaining outstanding principal balance of the loan. If a loss is determined to be probable, the loss is included in the allowance for credit losses as a specific allocation.
Reserve for Unfunded Commitments
In addition to the allowance for credit losses, the Company has established a reserve for unfunded commitments, classified in other liabilities, representing expected credit losses over the contractual period for which the Company is exposed to credit risk resulting from a contractual obligation to extend credit. This reserve is maintained at a level management believes to be sufficient to absorb losses arising from unfunded loan commitments. 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. The allowance for credit loss is reported as a component of accrued interest and other liabilities in the consolidated balance sheets. Adjustments to the allowance are reported in the income statement as a component of the provision for credit losses.
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Acquisition Accounting, Loans
The Company accounts for its acquisitions under ASC Topic 805, Business Combinations , which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. The fair value for acquired loans at the time of acquisition is based on a variety of factors including discounted expected cash flows, adjusted for estimated prepayments and credit losses. In accordance with ASC 326, the fair value adjustment is recorded as premium or discount to the unpaid principal balance of each acquired loan. Loans that have been identified as having experienced a more-than-insignificant deterioration in credit quality since origination is a purchased credit deteriorated (“PCD”) loan. The net premium or discount on PCD loans is adjusted by the Company’s allowance for credit losses recorded at the time of acquisition. The remaining net premium or discount is accreted or amortized into interest income over the remaining life of the loan using a constant yield method. The net premium or discount on loans that are not classified as PCD (“non-PCD”), that includes credit and non-credit components, is accreted or amortized into interest income over the remaining life of the loan using a constant yield method. The Company then records the necessary allowance for credit losses on the non-PCD loans through provision for credit losses expense.
For further discussion of the Company’s acquisition and loan accounting, see Note 2, Acquisitions, and Note 4, Loans and Allowance for Credit Losses.
Trust Assets
Trust assets (other than cash deposits) held by the Company in fiduciary or agency capacities for its customers are not included in the accompanying consolidated balance sheets since such items are not assets of the Company.
Premises and Equipment
Depreciable assets are stated at cost less accumulated depreciation. Depreciation is charged to expense using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized by the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. Right-of-use lease assets are operating leases with a term greater than one year and are included in premises and equipment.
Foreclosed Assets Held For Sale
Assets acquired by foreclosure or in settlement of debt and held for sale are valued at estimated fair value less estimated cost to sell as of the date of foreclosure. Management evaluates the value of foreclosed assets held for sale periodically and any decreases in the fair value are charged to other expense.
Bank Owned Life Insurance
The Company maintains bank-owned life insurance policies on certain current and former employees and directors, which are recorded at their cash surrender values as determined by the insurance carriers. The appreciation in the cash surrender value of the policies is recognized as a component of noninterest income in the Company’s consolidated statements of income.
Goodwill and Intangible Assets
Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that also lack physical substance but can be separately distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. The Company performs an annual goodwill impairment test, and more than annually if circumstances warrant, in accordance with ASC Topic 350, Intangibles – Goodwill and Other, as amended by Accounting Standards Update (“ASU”) 2011-08 - Testing Goodwill for Impairment . ASC Topic 350 requires that goodwill and intangible assets that have indefinite lives be reviewed for impairment annually, or more frequently if certain conditions occur. Intangible assets with finite lives are amortized over the estimated life of the asset, and are reviewed for impairment whenever events or changes in circumstances indicated that the carrying value may not be recoverable. Impairment losses on recorded goodwill, if any, will be recorded as operating expenses.
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Derivative Financial Instruments
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. These products are primarily designed to reduce interest rate risk for either the Company or its customers who proactively manage these risks.
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 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 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.
Securities Sold Under Agreements to Repurchase
The Company sells securities under agreements to repurchase to meet customer needs for sweep accounts. At the point funds deposited by customers become investable, those funds are used to purchase securities owned by the Company and held in its general account with the designation of Customers’ Securities. A third party maintains control over the securities underlying overnight repurchase agreements. The securities involved in these transactions are generally U.S. Treasury or Federal Agency issues. Securities sold under agreements to repurchase generally mature on the banking day following that on which the investment was initially purchased and are treated as collateralized financing transactions which are recorded at the amounts at which the securities were sold plus accrued interest. Interest rates and maturity dates of the securities involved vary and are not intended to be matched with funds from customers.
Revenue from Contracts with Customers
ASC Topic 606, Revenue from Contracts with Customers , applies to all contracts with customers to provide goods or services in the ordinary course of business. However, Topic 606 specifically does not apply to revenue related to financial instruments, guarantees, insurance contracts, leases, or nonmonetary exchanges. Given these scope exceptions, interest income recognition and measurement related to loans and investments securities, the Company’s two largest sources of revenue, are not accounted for under Topic 606. Also, the Company does not use Topic 606 to account for gains or losses on its investments in securities, loans, and derivatives due to the scope exceptions.
Certain revenue streams, such as service charges on deposit accounts, gains or losses on the sale of Other Real Estate Owned (“OREO”), and trust income, fall under the scope of Topic 606 and the Company must recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. Topic 606 is applied using five steps: 1) identify the contract with the customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue when (or as) the entity satisfies a performance obligation.
The Company has evaluated the nature of all contracts with customers that fall under the scope of Topic 606 and determined that further disaggregation of revenue from contracts with customers into categories was not necessary. There has not been significant revenue recognized in the current reporting periods resulting from performance obligations satisfied in previous periods. In addition, there has not been a significant change in timing of revenues received from customers.
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A description of performance obligations for each type of contract with customers is as follows:
Service charges on deposit accounts – The Company’s primary source of funding comes from deposit accounts with its customers. Customers pay certain fees to access their cash on deposit including, but not limited to, non-transactional fees such as account maintenance, dormancy or statement rendering fees, and certain transaction-based fees such as ATM, wire transfer, overdraft or returned check fees. The Company generally satisfies its performance obligations as services are rendered. The transaction prices are fixed, and are charged either on a periodic basis or based on activity.
Debit and credit card fees – These represent debit and credit card interchange fees, along with credit card fee income. The Company generally satisfies its performance obligations related to interchange and merchant fees as services are rendered. Periodic credit card fees, net of direct origination costs, are recognized as revenue on a straight-line basis over the period the fee entitles the cardholder to use the card.
Sale of OREO – In the normal course of business, the Company will enter into contracts with customers to sell OREO, which has generally been foreclosed upon by the Company. The Company generally satisfies its performance obligation upon conveyance of property from the Company to the customer, generally by way of an executed agreement. The transaction price is fixed, and on occasion the Company will finance a portion of the proceeds the customers uses to purchase the property. These properties are generally sold without recourse or warranty.
Wealth management fees – The Company enters into contracts with its customers to manage assets for investment, and/or transact on their accounts. The Company generally satisfies its performance obligations as services are rendered. The management fee is a fixed percentage-based fee calculated upon the average balance of assets under management and is charged to customers on a monthly basis.
Income Taxes
The Company accounts for income taxes in accordance with income tax accounting guidance in ASC Topic 740, Income Taxes . The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.
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. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.
The Company files consolidated income tax returns with its subsidiaries.
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Earnings Per Share
Basic earnings per share are computed based on the weighted average number of shares outstanding during each year. Diluted earnings per share are computed using the weighted average common shares and all potential dilutive common shares outstanding during the period.
The computation of per share earnings is as follows:
(In thousands, except per share data) 2025 2024 2023
Net income (loss) available to common stockholders $ ( 397,553 ) $ 152,693 $ 175,057
Average common shares outstanding 134,250 125,489 126,338
Average potential dilutive common shares 481 627 438
Average diluted common shares 134,731 126,116 126,776
Basic earnings per share $ ( 2.96 ) $ 1.22 $ 1.39
Diluted earnings per share $ ( 2.95 ) $ 1.21 $ 1.38
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 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
The Company has adopted various stock-based compensation plans. The plans provide for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units and stock awards. Pursuant to the plans, shares are reserved for future issuance by the Company, upon exercise of stock options or awarding of performance or bonus shares granted to directors, officers and other key employees. In accordance with ASC Topic 718, Compensation – Stock Compensation , the fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses various assumptions. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. For additional information, see Note 14, Employee Benefit Plans.
NOTE 2: ACQUISITIONS
Spirit of Texas Bancshares, Inc.
On April 8, 2022, the Company completed its merger with Spirit of Texas Bancshares, Inc. (“Spirit”) pursuant to the terms of the Agreement and Plan of Merger dated as of November 18, 2021 (“Spirit Agreement”), at which time Spirit merged with and into the Company, with the Company continuing as the surviving corporation. The Company issued 18,275,074 shares of its common stock valued at approximately $ 464.9 million as of April 8, 2022, plus $ 1,393,508.90 in cash, in exchange for all outstanding shares of Spirit capital stock (and common stock equivalents) to effect the merger.
Prior to the acquisition, Spirit, headquartered in Conroe, Texas, conducted banking business through its subsidiary bank, Spirit of Texas Bank SSB, from 35 branches located primarily in the Texas Triangle - consisting of Dallas-Fort Worth, Houston, San Antonio and Austin metropolitan areas - with additional locations in the Bryan-College Station, Corpus Christi and Tyler metropolitan areas, along with offices in North Central and South Texas. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $ 3.11 billion in assets, including approximately $ 2.29 billion in loans (inclusive of loan discounts), and approximately $ 2.72 billion in deposits.
Goodwill of $ 174.1 million was recorded as a result of the transaction. The merger strengthened the Company’s position in the Texas market and brought forth additional opportunities in the Company’s current footprint, which gave rise to the goodwill recorded. The goodwill will not be deductible for tax purposes.
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A summary, at fair value, of the assets acquired and liabilities assumed in the Spirit acquisition, as of the acquisition date, is as follows:
(In thousands) Acquired from Spirit Fair Value Adjustments Fair Value
Assets Acquired
Cash and due from banks $ 277,790 $ — $ 277,790
Investment securities 362,088 ( 13,401 ) 348,687
Loans acquired 2,314,085 ( 19,925 ) 2,294,160
Allowance for credit losses on loans ( 17,005 ) 7,382 ( 9,623 )
Premises and equipment 84,135 ( 19,074 ) 65,061
Bank owned life insurance 36,890 — 36,890
Goodwill 77,681 ( 77,681 ) —
Core deposit and other intangible assets 6,245 32,386 38,631
Other assets 58,403 ( 3,411 ) 54,992
Total assets acquired $ 3,200,312 $ ( 93,724 ) $ 3,106,588
Liabilities Assumed
Deposits:
Noninterest bearing transaction accounts $ 825,228 $ ( 534 ) $ 824,694
Interest bearing transaction accounts and savings deposits 1,383,663 — 1,383,663
Time deposits 509,209 1,081 510,290
Total deposits 2,718,100 547 2,718,647
Other borrowings 37,547 503 38,050
Subordinated debentures 36,491 879 37,370
Accrued interest and other liabilities 23,667 ( 3,311 ) 20,356
Total liabilities assumed 2,815,805 ( 1,382 ) 2,814,423
Equity 384,507 ( 384,507 ) —
Total equity assumed 384,507 ( 384,507 ) —
Total liabilities and equity assumed $ 3,200,312 $ ( 385,889 ) $ 2,814,423
Net assets acquired 292,165
Purchase price 466,311
Goodwill $ 174,146
During 2023, the Company finalized its analysis of the loans acquired along with other acquired assets and assumed liabilities related to the Spirit acquisition.
The Company’s operating results include the operating results of the acquired assets and assumed liabilities of Spirit subsequent to the acquisition date.
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.
Cash and due from banks – The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.
Investment securities – Investment securities were acquired with an adjustment to fair value based upon quoted market prices if material. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.
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Loans acquired – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns. The discount rate does not include a factor for credit losses as that has been included in the estimated cash flows. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. See Note 4, Loans and Allowance for Credit Losses, in the accompanying Notes to Consolidated Financial Statements for additional information related to purchased financial assets with credit deterioration.
Premises and equipment – Bank premises and equipment were acquired with an adjustment to fair value, which represents the difference between the Company’s current analysis of property and equipment values completed in connection with the acquisition and book value acquired.
Bank owned life insurance – Bank owned life insurance is carried at its current cash surrender value, which is the most reasonable estimate of fair value.
Goodwill – The consideration paid as a result of the acquisition exceeded the fair value of the assets acquired, resulting in an intangible asset, goodwill. Goodwill established prior to the acquisitions, if applicable, was written off.
Core deposit intangible – This intangible asset represents the value of the relationships that the acquired bank had with its deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to customer deposits. Any core deposit intangible established prior to the acquisitions, if applicable, was written off.
Other assets – The fair value adjustment results from certain assets whose value was estimated to be more or less than book value, such as certain prepaid assets, receivables and other miscellaneous assets. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.
Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition equal the amount payable on demand at the acquisition date. The Company performed a fair value analysis of the estimated weighted average interest rate of the certificates of deposits compared to the current market rates and recorded a fair value adjustment for the difference when material.
Other borrowings – The fair value of other borrowings is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.
Subordinated debentures – The fair value of subordinated debentures is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.
Accrued interest and other liabilities – The fair value adjustment results from certain liabilities whose value was estimated to be more or less than book value, such as certain accounts payable and other miscellaneous liabilities. The adjustment also establishes a liability for unfunded commitments equal to the fair value of that liability at the date of acquisition. The carrying amount of accrued interest and the remainder of other liabilities was deemed to be a reasonable estimate of fair value.
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NOTE 3: INVESTMENT SECURITIES
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. Prepayments are anticipated for mortgage-backed and SBA securities. Premiums on callable securities are amortized to their earliest call date.
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. Unrealized gains and losses are recorded, net of related income tax effects, in stockholders’ equity, further discussed below. Premiums and discounts are amortized and accreted, respectively, to interest income using the constant effective yield method over the estimated life of the security. Prepayments are anticipated for mortgage-backed and SBA securities. 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. No gains or losses on these securities were recognized at the time of transfer. 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
for Credit Losses Net Carrying Amount Gross Unrealized
Gains Gross Unrealized
(Losses) Estimated Fair
Value
Held-to-maturity
December 31, 2024
U.S. Government agencies $ 455,869 $ — $ 455,869 $ — $ ( 95,961 ) $ 359,908
Mortgage-backed securities 1,070,032 — 1,070,032 212 ( 133,746 ) 936,498
State and political subdivisions 1,857,373 ( 196 ) 1,857,177 20 ( 436,061 ) 1,421,136
Other securities 256,576 ( 3,018 ) 253,558 — ( 21,149 ) 232,409
Total HTM $ 3,639,850 $ ( 3,214 ) $ 3,636,636 $ 232 $ ( 686,917 ) $ 2,949,951
Mortgage-backed securities (“MBS”) are commercial MBS, secured by commercial properties, and residential MBS, generally secured by single-family residential properties. All mortgage-backed securities included in the table above were issued by U.S. government agencies or corporations. As of December 31, 2024, HTM MBS consisted of $ 136.0 million and $ 934.1 million of commercial MBS and residential MBS, respectively.
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The amortized cost, fair value and allowance for credit losses of investment securities that are classified as AFS were as follows:
(In thousands) Amortized
Cost Allowance for Credit Losses Gross Unrealized
Gains Gross Unrealized
(Losses) Estimated Fair
Value
Available-for-sale
December 31, 2025
U.S. Government agencies $ 47,786 $ — $ 6 $ ( 620 ) $ 47,172
Mortgage-backed securities 2,385,646 — 6,072 ( 189,760 ) 2,201,958
State and political subdivisions 1,046,121 — 42 ( 187,092 ) 859,071
Other securities 163,256 — 209 ( 5,445 ) 158,020
Total AFS $ 3,642,809 $ — $ 6,329 $ ( 382,917 ) $ 3,266,221
December 31, 2024
U.S. Treasury $ 999 $ — $ — $ ( 3 ) $ 996
U.S. Government agencies 55,589 — 5 ( 1,047 ) 54,547
Mortgage-backed securities 1,545,539 — 4 ( 152,784 ) 1,392,759
State and political subdivisions 1,015,619 — 132 ( 157,569 ) 858,182
Other securities 235,028 — 166 ( 12,252 ) 222,942
Total AFS $ 2,852,774 $ — $ 307 $ ( 323,655 ) $ 2,529,426
All mortgage-backed securities included in the table above were issued by U.S. government agencies or corporations. As of December 31, 2025, AFS MBS consisted of $ 597.4 million and $ 1.60 billion of commercial MBS and residential MBS, respectively. 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.
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The following tables summarize the Company’s AFS investments in an unrealized loss position for which an allowance for credit loss has not been recorded as of the years ended December 31, 2025 and 2024, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
Less Than 12 Months 12 Months or More Total
(In thousands) Estimated
Fair
Value Gross
Unrealized
Losses Estimated
Fair
Value Gross
Unrealized
Losses Estimated
Fair
Value Gross
Unrealized
Losses
Available-for-sale
December 31, 2025
U.S. Government agencies $ 2,247 $ ( 17 ) $ 43,767 $ ( 603 ) $ 46,014 $ ( 620 )
Mortgage-backed securities 15,305 ( 74 ) 1,672,723 ( 189,686 ) 1,688,028 ( 189,760 )
State and political subdivisions 5,757 ( 969 ) 824,265 ( 186,123 ) 830,022 ( 187,092 )
Other securities — — 96,176 ( 5,445 ) 96,176 ( 5,445 )
Total AFS $ 23,309 $ ( 1,060 ) $ 2,636,931 $ ( 381,857 ) $ 2,660,240 $ ( 382,917 )
December 31, 2024
U.S. Treasury $ — $ — $ 996 $ ( 3 ) $ 996 $ ( 3 )
U.S. Government agencies 717 ( 7 ) 51,186 ( 1,040 ) 51,903 ( 1,047 )
Mortgage-backed securities 7,480 ( 189 ) 1,384,532 ( 152,595 ) 1,392,012 ( 152,784 )
State and political subdivisions 16,843 ( 195 ) 829,754 ( 157,374 ) 846,597 ( 157,569 )
Other securities 12,912 ( 20 ) 162,803 ( 12,232 ) 175,715 ( 12,252 )
Total AFS $ 37,952 $ ( 411 ) $ 2,429,271 $ ( 323,244 ) $ 2,467,223 $ ( 323,655 )
As of December 31, 2025, the Company’s investment portfolio included $ 3.27 billion of AFS securities, of which $ 2.66 billion, or 81.4 %, were in an unrealized loss position that are not deemed to have credit losses. A portion of the unrealized losses were related to the Company’s MBS, which are issued and guaranteed by U.S. government-sponsored entities and agencies, and the Company’s state and political subdivision securities, specifically investments in insured fixed rate municipal bonds for which the issuers continue to make timely principal and interest payments under the contractual terms of the securities.
Furthermore, the decline in fair value for each of the above AFS securities is attributable to the rates for those investments yielding less than current market rates. Management does not believe any of the securities are impaired due to reasons of credit quality. Management believes the declines in fair value for the securities are temporary. 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
All MBS held by the Company are issued by U.S. government-sponsored entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. Accordingly, no allowance for credit losses has been recorded for these securities.
Regarding securities issued by state and political subdivisions and other HTM securities, the adequacy of the reserve for credit loss is determined quarterly based on methodology similar to the methodology for determining the allowance for credit losses on loans. The methodology considers, but is not limited to: (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.
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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
December 31, 2025
Held-to-maturity
Beginning balance, January 1, 2025 $ 196 $ 3,018 $ 3,214
Provision for credit loss expense ( 202 ) ( 3,012 ) ( 3,214 )
Net (decrease) increase in allowance on previously impaired securities 6 ( 6 ) —
Ending balance, December 31, 2025 $ — $ — $ —
December 31, 2024
Held-to-maturity
Beginning balance, January 1, 2024 $ 2,006 $ 1,208 $ 3,214
Provision for credit loss expense — — —
Net (decrease) increase in allowance on previously impaired securities ( 1,810 ) 1,810 —
Ending balance, December 31, 2024 $ 196 $ 3,018 $ 3,214
Historical loss rates associated with securities having similar grades as those in the Company’s portfolio have generally not been significant. Pre-refunded securities, if any, have been defeased by the issuer and are fully secured by cash and/or U.S. Treasury securities held in escrow for payment to holders when the underlying call dates of the securities are reached. Securities with other credit enhancement or insurance continue to make timely principal and interest payments under the contractual terms of the securities. 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:
(In thousands) 2025 2024 2023
Taxable:
Held-to-maturity $ 22,993 $ 42,848 $ 44,093
Available-for-sale 97,242 110,565 99,085
Non-taxable:
Held-to-maturity 22,048 40,371 40,612
Available-for-sale 23,169 22,649 23,128
Total $ 165,452 $ 216,433 $ 206,918
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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.
Available-for-Sale
(In thousands) Amortized
Cost Fair
Value
One year or less $ 10,322 $ 10,230
After one through five years 114,551 114,184
After five through ten years 108,618 102,835
After ten years 1,023,469 836,811
Securities not due on a single maturity date 2,385,646 2,201,958
Other securities (no maturity) 203 203
Total $ 3,642,809 $ 3,266,221
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. There were no gross realized gains and approximately $ 20.6 million of gross realized losses from the sale of securities during the year ended December 31, 2023. 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. 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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NOTE 4: LOANS AND ALLOWANCE FOR CREDIT LOSSES
At December 31, 2025, the Company’s loan portfolio was $ 17.49 billion, compared to $ 17.01 billion at December 31, 2024. The various categories of loans are summarized as follows:
(In thousands) 2025 2024
Consumer:
Credit cards $ 175,760 $ 181,675
Other consumer 115,472 127,319
Total consumer 291,232 308,994
Real estate:
Construction and development 2,873,807 2,789,249
Single family residential 2,607,450 2,689,946
Other commercial 8,289,968 7,912,336
Total real estate 13,771,225 13,391,531
Commercial:
Commercial 2,382,339 2,434,175
Agricultural 306,300 261,154
Total commercial 2,688,639 2,695,329
Other 741,083 610,083
Total loans $ 17,492,179 $ 17,005,937
The above table presents total loans at amortized cost. The difference between amortized cost and unpaid principal balance is due to (i) premiums and discounts associated with acquisition date fair value adjustments on acquired loans of $ 3.3 million and $ 7.2 million at December 31, 2025 and 2024, respectively, and (ii) deferred origination costs and fees of $ 5.4 million and $ 9.6 million at December 31, 2025 and 2024, respectively.
Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $ 80.3 million and $ 78.8 million at December 31, 2025 and 2024, respectively, and is included in interest receivable on the consolidated balance sheets.
Loan Origination/Risk Management – The Company seeks to manage its credit risk by diversifying its loan portfolio, determining that borrowers have adequate sources of cash flow for loan repayment without liquidation of collateral; obtaining and monitoring collateral; and providing an adequate allowance for credit losses by regularly reviewing loans through the internal loan review process. The loan portfolio is diversified by borrower, purpose and industry. The Company seeks to use diversification within the loan portfolio to reduce its credit risk, thereby minimizing the adverse impact on the portfolio if weaknesses develop in either the economy or a particular segment of borrowers. Collateral requirements are based on credit assessments of borrowers and may be used to recover the debt in case of default.
Consumer – The consumer loan portfolio consists of credit card loans and other consumer loans. Credit card loans are diversified by geographic region to reduce credit risk and minimize any adverse impact on the portfolio. Although they are regularly reviewed to facilitate the identification and monitoring of creditworthiness, credit card loans are unsecured loans, making them more susceptible to economic downturns that result in increased unemployment. Other consumer loans include direct installment loans and account overdrafts. Loans in this portfolio segment are sensitive to unemployment and other key consumer economic measures.
Real estate – The real estate loan portfolio consists of construction and development loans (“C&D”), single family residential loans and commercial loans. C&D and commercial real estate (“CRE”) loans can be particularly sensitive to valuation of real estate. CRE cycles are inevitable. The long planning and production process for new properties and rapid shifts in business conditions and employment create an inherent tension between supply and demand for commercial properties. While general economic trends often move individual markets in the same direction over time, the timing and magnitude of changes are determined by other forces unique to each market. CRE cycles tend to be local in nature and longer than other credit cycles. Factors influencing the CRE market are traditionally different from those affecting residential real estate markets; thereby making predictions for one market based on the other difficult. Additionally, submarkets within CRE – such as office, industrial, apartment, retail and hotel – also experience different cycles, providing an opportunity to lower the overall risk through diversification across types of CRE loans. Management realizes that local demand and supply conditions will also mean that different geographic areas will experience cycles of different amplitude and length. The Company monitors these loans closely.
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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. Collection risk in this portfolio is driven by the creditworthiness of the underlying borrowers, particularly cash flow from customers’ business or farming operations. The Company continues its efforts to keep loan terms short, reducing the negative impact of upward movement in interest rates. Term loans are generally set up with one or three year balloons, and the Company has instituted a pricing mechanism for commercial loans. It is standard practice to require personal guaranties on commercial loans for closely-held or limited liability entities.
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. Also included in the other loan portfolio are loans to public sector customers, including state and local governments.
Nonaccrual and Past Due Loans – Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
The amortized cost basis of nonaccrual loans segregated by class of loans are as follows:
(In thousands) 2025 2024
Consumer:
Credit cards $ 568 $ 565
Other consumer 386 678
Total consumer 954 1,243
Real estate:
Construction and development 17,516 10,681
Single family residential 33,345 33,972
Other commercial 45,417 28,524
Total real estate 96,278 73,177
Commercial:
Commercial 13,458 35,161
Agricultural 1,098 570
Total commercial 14,556 35,731
Other 3 3
Total $ 111,791 $ 110,154
As of December 31, 2025 and 2024, nonaccrual loans for which there was no related allowance for credit losses had an amortized cost of $ 18.0 million and $ 1.7 million, respectively. These loans are individually assessed and do not hold an allowance due to being adequately collateralized under the collateral-dependent valuation method.
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An age analysis of the amortized cost basis of past due loans, including nonaccrual loans, segregated by class of loans is as follows:
(In thousands) Gross
30-89 Days
Past Due 90 Days
or More
Past Due Total
Past Due Current Total
Loans 90 Days
Past Due &
Accruing
December 31, 2025
Consumer:
Credit cards $ 2,414 $ 751 $ 3,165 $ 172,595 $ 175,760 $ 697
Other consumer 1,073 166 1,239 114,233 115,472 —
Total consumer 3,487 917 4,404 286,828 291,232 697
Real estate:
Construction and development 13,344 17,418 30,762 2,843,045 2,873,807 —
Single family residential 34,731 15,690 50,421 2,557,029 2,607,450 —
Other commercial 10,879 38,047 48,926 8,241,042 8,289,968 148
Total real estate 58,954 71,155 130,109 13,641,116 13,771,225 148
Commercial:
Commercial 2,755 10,672 13,427 2,368,912 2,382,339 103
Agricultural 14 598 612 305,688 306,300 —
Total commercial 2,769 11,270 14,039 2,674,600 2,688,639 103
Other — 3 3 741,080 741,083 —
Total $ 65,210 $ 83,345 $ 148,555 $ 17,343,624 $ 17,492,179 $ 948
December 31, 2024
Consumer:
Credit cards $ 1,824 $ 635 $ 2,459 $ 179,216 $ 181,675 $ 529
Other consumer 1,752 381 2,133 125,186 127,319 —
Total consumer 3,576 1,016 4,592 304,402 308,994 529
Real estate:
Construction and development 332 10,530 10,862 2,778,387 2,789,249 —
Single family residential 34,651 16,013 50,664 2,639,282 2,689,946 —
Other commercial 5,433 26,973 32,406 7,879,930 7,912,336 —
Total real estate 40,416 53,516 93,932 13,297,599 13,391,531 —
Commercial:
Commercial 3,535 27,059 30,594 2,403,581 2,434,175 74
Agricultural 393 104 497 260,657 261,154 —
Total commercial 3,928 27,163 31,091 2,664,238 2,695,329 74
Other 276 3 279 609,804 610,083 —
Total $ 48,196 $ 81,698 $ 129,894 $ 16,876,043 $ 17,005,937 $ 603
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Loan Modifications to Borrowers Experiencing Financial Difficulty
The Company has internal loan modification programs for borrowers experiencing financial difficulties. Modifications to borrowers experiencing financial difficulties may include interest rate reductions, principal or interest forgiveness and/or term extensions. The Company primarily uses interest rate reduction and/or payment modifications or extensions, with an occasional forgiveness of principal.
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, 2025.
Percent of Percent of
Interest Rate Total Class Total Class
(Dollars in thousands) Reduction of Loans Term Extension of Loans
Consumer:
Other consumer $ — — % $ 20 0.02 %
Total consumer — 20
Real estate:
Single family residential 953 0.04 % — — %
Total real estate 953 —
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.
Percent of Percent of
Interest Rate Total Class Total Class
(Dollars in thousands) Reduction of Loans Term Extension of Loans
Real estate:
Single family residential $ 1,241 0.05 % $ — — %
Other commercial — — % 26,894 0.34 %
Total real estate $ 1,241 $ 26,894
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.
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.
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The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty. 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, 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.
The Company utilizes a risk rating matrix to assign a risk rate to each of its commercial and real estate loans. Risk ratings are updated on an ongoing basis and are subject to change by continuous loan monitoring processes including lending management monitoring, executive management and board committee oversight, and independent credit review. A description of the general characteristics of the risk ratings is as follows:
• Pass (Excellent) – This category includes loans which are virtually free of credit risk. Borrowers in this category represent the highest credit quality and greatest financial strength.
• Pass (Good) - Loans under this category possess a nominal risk of default. This category includes borrowers with strong financial strength and superior financial ratios and trends. These loans are generally fully secured by cash or equivalents (other than those rated “excellent”).
• Pass (Acceptable – Average) - Loans in this category are considered to possess a normal level of risk. Borrowers in this category have satisfactory financial strength and adequate cash flow coverage to service debt requirements. If secured, the perfected collateral should be of acceptable quality and within established borrowing parameters.
• Pass (Monitor) - Loans in the Watch (Monitor) category exhibit an overall acceptable level of risk, but that risk may be increased by certain conditions, which represent “red flags”. These “red flags” require a higher level of supervision or monitoring than the normal “Pass” rated credit. The borrower may be experiencing these conditions for the first time, or it may be recovering from weakness, which at one time justified a higher rating. These conditions may include: weaknesses in financial trends; marginal cash flow; one-time negative operating results; non-compliance with policy or borrowing agreements; poor diversity in operations; lack of adequate monitoring information or lender supervision; questionable management ability/stability.
• Special Mention - A loan in this category has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention loans are not adversely classified (although they are “criticized”) and do not expose an institution to sufficient risk to warrant adverse classification. Borrowers may be experiencing adverse operating trends or an ill-proportioned balance sheet. Non-financial characteristics of a Special Mention rating may include management problems, pending litigation, a non-existent or ineffective loan agreement or other material structural weakness, and/or other significant deviation from prudent lending practices.
• Substandard - A Substandard loan is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. The loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. This does not imply ultimate loss of the principal, but may involve burdensome administrative expenses and the accompanying cost to carry the loan.
100
• Doubtful - A loan classified Doubtful has all the weaknesses inherent in a substandard loan except that the weaknesses make collection or liquidation in full (on the basis of currently existing facts, conditions, and values) highly questionable and improbable. Doubtful borrowers are usually in default, lack adequate liquidity or capital, and lack the resources necessary to remain an operating entity. The possibility of loss is extremely high, but because of specific pending events that may strengthen the asset, its classification as loss is deferred. Pending factors include: proposed merger or acquisition; liquidation procedures; capital injection; perfection of liens on additional collateral; and refinancing plans. Loans classified as Doubtful are placed on nonaccrual status.
• Loss - Loans classified Loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loans has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless loan, even though partial recovery may be affected in the future. Borrowers in the Loss category are often in bankruptcy, have formally suspended debt repayments, or have otherwise ceased normal business operations. Loans should be classified as Loss and charged-off in the period in which they become uncollectible.
The Company monitors credit quality in the consumer portfolio by delinquency status. The delinquency status of loans is updated daily. A description of the delinquency credit quality indicators is as follows:
• Current - Loans in this category are either current in payments or are under 30 days past due. These loans are considered to have a normal level of risk.
• 30-89 Days Past Due - Loans in this category are between 30 and 89 days past due and are subject to the Company’s loss mitigation process. These loans are considered to have a moderate level of risk.
• 90+ Days Past Due - Loans in this category are 90 days or more past due and are placed on nonaccrual status. These loans have been subject to the Company’s loss mitigation process and foreclosure and/or charge-off proceedings have commenced.
The Company uses a dual risk rating scale that utilizes quantitative models and qualitative factors (“score cards”) to assist in determining the appropriate risk rating for its commercial loans. This dual risk rating methodology incorporates a “probability of default” analysis which utilizes quantified metrics such as loan terms and financial performance, as well as a “loss given default” analysis which utilizes collateral values and economics of the market, among other attributes. Model outputs are reviewed and analyzed to ensure the projected risk levels are commensurate with underwriting and credit leader expectations. The risk rating scale includes Probability of Default levels of 1 – 16 and Loss Given Default levels of A – I. The scale allows for more granular recognition of risk and diversification of grading among traditional Pass grades.
The following is a reconciliation between the expanded risk rating scale and the Company’s traditional risk rating segments utilized within the commercial loan classes presented in the credit quality indicator tables.
• Pass - Includes loans with an expanded risk rating of 1 through 11. Loans with a risk rating of 10 and 11 equate to loans included on management’s “watch list” and is intended to be utilized on a temporary basis for pass grade borrowers where a significant risk-modifying action is anticipated in the near term.
• Special Mention - Includes loans with an expanded risk rating of 12.
• Substandard - Includes loans with an expanded risk rating of 13 and 14.
• Doubtful and loss - Includes loans with an expanded risk rating of 15 and 16.
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The following table presents a summary of loans by credit quality indicator, as of December 31, 2025, segregated by class of loans.
Term Loans Amortized Cost Basis by Origination Year
(In thousands) 2025 2024 2023 2022 2021 2020 and Prior Lines of Credit (“LOC”) Amortized Cost Basis LOC Converted to Term Loans Amortized Cost Basis Total
Consumer - credit cards
Delinquency:
Current $ — $ — $ — $ — $ — $ — $ 172,595 $ — $ 172,595
30-89 days past due — — — — — — 2,414 — 2,414
90+ days past due — — — — — — 751 — 751
Total consumer - credit cards — — — — — — 175,760 — 175,760
Current-period consumer - credit cards gross charge-offs — — — — — — 6,370 — 6,370
Consumer - other
Delinquency:
Current 61,242 14,933 7,889 6,942 2,029 864 20,334 — 114,233
30-89 days past due 315 344 97 244 39 — 34 — 1,073
90+ days past due 31 55 34 39 3 — 4 — 166
Total consumer - other 61,588 15,332 8,020 7,225 2,071 864 20,372 — 115,472
Current-period consumer - other gross charge-offs 166 933 387 679 64 36 129 — 2,394
Real estate - C&D
Risk rating:
Pass 143,444 32,104 81,866 35,266 22,861 22,127 2,477,812 — 2,815,480
Special mention — — — — — — 3,281 — 3,281
Substandard — — 46 3,578 12 39 51,371 — 55,046
Doubtful and loss — — — — — — — — —
Total real estate - C&D 143,444 32,104 81,912 38,844 22,873 22,166 2,532,464 — 2,873,807
Current-period real estate - C&D gross charge-offs — 303 — — 4 21 14 — 342
Real estate - SF residential
Delinquency:
Current 240,137 180,340 264,324 475,155 254,727 578,426 563,920 — 2,557,029
30-89 days past due 2,013 2,087 3,187 8,148 2,080 14,425 2,791 — 34,731
90+ days past due 54 445 2,804 4,983 180 5,024 2,200 — 15,690
Total real estate - SF residential 242,204 182,872 270,315 488,286 256,987 597,875 568,911 — 2,607,450
Current-period real estate - SF residential gross charge-offs — 309 281 122 47 217 269 — 1,245
Real estate - other commercial
Risk rating:
Pass 1,417,580 514,130 400,008 1,129,929 864,043 797,780 2,730,301 — 7,853,771
Special mention — 5,123 2,003 27,132 2,126 5,531 127,576 — 169,491
Substandard 4,601 3,600 16,313 20,158 21,763 33,061 167,210 — 266,706
Doubtful and loss — — — — — — — — —
Total real estate - other commercial 1,422,181 522,853 418,324 1,177,219 887,932 836,372 3,025,087 — 8,289,968
Current-period real estate - other commercial gross charge-offs 192 5,940 26 293 102 1,215 23,720 — 31,488
102
Term Loans Amortized Cost Basis by Origination Year
(In thousands) 2025 2024 2023 2022 2021 2020 and Prior Lines of Credit (“LOC”) Amortized Cost Basis LOC Converted to Term Loans Amortized Cost Basis Total
Commercial
Risk rating:
Pass 348,879 164,847 142,008 155,170 69,768 37,007 1,390,040 — 2,307,719
Special mention — 131 600 1,276 174 720 40,752 — 43,653
Substandard 3,380 6,054 2,771 1,696 1,598 4,524 10,941 — 30,964
Doubtful and loss — — — 3 — — — — 3
Total commercial 352,259 171,032 145,379 158,145 71,540 42,251 1,441,733 — 2,382,339
Current-period commercial - gross charge-offs 277 8,849 1,622 5,058 937 9,230 16,229 42,202
Commercial - agriculture
Risk rating:
Pass 47,211 16,056 14,185 10,101 3,519 1,793 211,605 — 304,470
Special mention 419 14 — 68 — — 48 — 549
Substandard — 20 99 24 8 120 1,010 — 1,281
Doubtful and loss — — — — — — — — —
Total commercial - agriculture 47,630 16,090 14,284 10,193 3,527 1,913 212,663 — 306,300
Current-period commercial - agriculture gross charge-offs — 6 11 — — 13 351 — 381
Other
Delinquency:
Current 100,774 62,625 26,085 126,263 25,475 25,607 374,251 — 741,080
30-89 days past due — — — — — — — — —
90+ days past due — — — — — 3 — — 3
Total other 100,774 62,625 26,085 126,263 25,475 25,610 374,251 — 741,083
Current-period other - gross charge-offs — — — — — — 240 — 240
Total $ 2,370,080 $ 1,002,908 $ 964,319 $ 2,006,175 $ 1,270,405 $ 1,527,051 $ 8,351,241 $ — $ 17,492,179
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The following table presents a summary of loans by credit quality indicator, as of December 31, 2024 segregated by class of loans.
Term Loans Amortized Cost Basis by Origination Year
(In thousands) 2024 2023 2022 2021 2020 2019 and Prior Lines of Credit (“LOC”) Amortized Cost Basis LOC Converted to Term Loans Amortized Cost Basis Total
Consumer - credit cards
Delinquency:
Current $ — $ — $ — $ — $ — $ — $ 179,216 $ — $ 179,216
30-89 days past due — — — — — — 1,824 — 1,824
90+ days past due — — — — — — 635 — 635
Total consumer - credit cards — — — — — — 181,675 — 181,675
Current-period consumer - credit cards gross charge-offs — — — — — — 6,437 — 6,437
Consumer - other
Delinquency:
Current 63,986 17,227 17,877 4,713 1,304 893 19,186 — $ 125,186
30-89 days past due 515 176 701 59 14 2 285 — 1,752
90+ days past due 85 56 183 20 — 35 2 — 381
Total consumer - other 64,586 17,459 18,761 4,792 1,318 930 19,473 — 127,319
Current-period consumer - other gross charge-offs 192 680 553 98 13 10 292 — 1,838
Real estate - C&D
Risk rating:
Pass 50,288 113,056 71,908 28,921 18,187 20,653 2,468,334 — $ 2,771,347
Special mention — — 50 — — 376 2,862 — 3,288
Substandard 59 409 66 532 — 88 13,460 — 14,614
Doubtful and loss — — — — — — — — —
Total real estate - C&D 50,347 113,465 72,024 29,453 18,187 21,117 2,484,656 — 2,789,249
Current-period real estate - C&D gross charge-offs 162 — — — — — 521 — 683
Real estate - SF residential
Delinquency:
Current 225,040 324,605 559,278 314,700 187,752 543,590 484,317 — $ 2,639,282
30-89 days past due 1,205 4,201 9,578 3,316 1,525 12,389 2,437 — 34,651
90+ days past due 1,016 606 4,578 630 1,299 3,951 3,933 — 16,013
Total real estate - SF residential 227,261 329,412 573,434 318,646 190,576 559,930 490,687 — 2,689,946
Current-period real estate - SF residential gross charge-offs 3 190 231 — 37 134 247 — 842
Real estate - other commercial
Risk rating:
Pass 603,206 490,128 1,519,950 1,021,169 419,769 646,399 2,800,863 — 7,501,484
Special mention 9,479 16,272 12,401 9,494 1,472 12,754 111,466 — 173,338
Substandard 12,093 17,099 11,399 3,063 12,073 31,126 150,661 — 237,514
Doubtful and loss — — — — — — — — —
Total real estate - other commercial 624,778 523,499 1,543,750 1,033,726 433,314 690,279 3,062,990 — 7,912,336
Current-period real estate - other commercial gross charge-offs — 5,202 38 15 — 1 168 — 5,424
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Term Loans Amortized Cost Basis by Origination Year
(In thousands) 2024 2023 2022 2021 2020 2019 and Prior Lines of Credit (“LOC”) Amortized Cost Basis LOC Converted to Term Loans Amortized Cost Basis Total
Commercial
Risk rating:
Pass $ 245,945 $ 253,518 $ 257,227 $ 118,910 $ 28,620 $ 44,606 $ 1,411,467 $ 200 $ 2,360,493
Special mention 112 583 523 313 6 1,025 7,498 — 10,060
Substandard 10,743 2,035 8,317 2,876 2,954 5,923 30,771 — 63,619
Doubtful and loss — — 3 — — — — — 3
Total commercial 256,800 256,136 266,070 122,099 31,580 51,554 1,449,736 200 2,434,175
Current-period commercial - gross charge-offs 536 1,087 5,311 3,500 913 1,994 13,289 — 26,630
Commercial - agriculture
Risk rating:
Pass 30,103 23,222 20,673 8,220 2,825 1,209 169,849 — 256,101
Special mention — — 111 — — — 2,299 — 2,410
Substandard 1,222 14 29 — 123 14 1,241 — 2,643
Doubtful and loss — — — — — — — — —
Total commercial - agriculture 31,325 23,236 20,813 8,220 2,948 1,223 173,389 — 261,154
Current-period commercial - agriculture gross charge-offs — 222 — 8 6 — 1 — 237
Other
Delinquency:
Current 71,671 35,574 136,416 26,930 1,287 30,085 307,841 — 609,804
30-89 days past due — 276 — — — — — — 276
90+ days past due — — — — — 3 — — 3
Total other 71,671 35,850 136,416 26,930 1,287 30,088 307,841 — 610,083
Current-period other - gross charge-offs — — — — — — 473 — 473
Total $ 1,326,768 $ 1,299,057 $ 2,631,268 $ 1,543,866 $ 679,210 $ 1,355,121 $ 8,170,447 $ 200 $ 17,005,937
Allowance for Credit Losses
Allowance for Credit Losses – The allowance for credit losses is a reserve established through a provision for credit losses charged to expense, which represents management’s best estimate of lifetime expected losses based on reasonable and supportable forecasts, quantitative factors, and other qualitative considerations. The allowance, in the judgment of management, is necessary to reserve for expected loan losses and risks inherent in the loan portfolio. The Company’s allowance for credit loss methodology includes reserve factors calculated to estimate current expected credit losses to amortized cost balances over the remaining contractual life of the portfolio, adjusted for prepayments, in accordance with ASC Topic 326-20, Financial Instruments - Credit Losses . Accordingly, the methodology is comprised of two components: individual assessments on loans with unique risk characteristics and collective assessments for loans that share similar risk characteristics. Loans with similar risk characteristics such as loan type, collateral type, and internal risk ratings are aggregated for collective assessment. The Company uses statistically-based models that leverage assumptions about current and future economic conditions throughout the contractual life of the loan. Expected credit losses are estimated by either lifetime loss rates or expected loss cash flows based on three key parameters: probability-of-default (“PD”), exposure-at-default (“EAD”), and loss-given-default (“LGD”). Future economic conditions are incorporated to the extent that they are reasonable and supportable. Beyond the reasonable and supportable periods, the economic variables revert to a historical equilibrium at a pace dependent on the state of the economy reflected within the economic scenarios. To determine the best estimate of credit losses as of December 31, 2025 , the Company utilized a probability-weighted, multiple-scenario approach consisting of Baseline, Upside (S1), and Downside (S3) scenarios published by Moody’s Analytics in December 2025 that was updated to reflect the U.S. economic outlook. The Company also includes qualitative adjustments to the allowance based on factors and considerations that have not otherwise been fully accounted for. These factors may include but are not limited to portfolio trends and considerations, other economic considerations, policy actions, concentration risk, or imprecision risk.
Loans with similar risk characteristics such as loan type, collateral type, and internal risk ratings are aggregated into homogeneous segments for assessment. Reserve factors are based on estimated probability of default and loss given default for each segment. The estimates are determined based on economic forecasts over the reasonable and supportable forecast period based on projected performance of economic variables that have a statistical relationship with the historical loss experience of the segments.
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Loans that have unique risk characteristics are evaluated on an individual basis. These evaluations are typically performed on loans with a deteriorated internal risk rating. For a collateral-dependent loan, the Company’s evaluation process includes a valuation by appraisal or other collateral analysis adjusted for selling costs, when appropriate. This valuation is compared to the remaining outstanding principal balance of the loan. If a loss is determined to be probable, the loss is included in the allowance for credit losses as a specific allocation.
Loans for which the repayment is expected to be provided substantially through the operation or sale of collateral and where the borrower is experiencing financial difficulty had an amortized cost of $ 112.4 million and $ 102.6 million as of December 31, 2025 and 2024, respectively, as further detailed in the table below. The collateral securing these loans consist of commercial real estate properties, residential properties, and other business assets.
(In thousands) Real Estate Collateral Other Collateral Total
December 31, 2025
Construction and development $ 44,114 $ — $ 44,114
Single family residential — — —
Other commercial real estate 66,266 — 66,266
Commercial — 1,994 1,994
Total $ 110,380 $ 1,994 $ 112,374
December 31, 2024
Construction and development $ 1,251 $ — $ 1,251
Single family residential — — —
Other commercial real estate 69,429 — 69,429
Commercial — 31,900 31,900
Total $ 70,680 $ 31,900 $ 102,580
The following table details activity in the allowance for credit losses by portfolio segment for the years ended December 31, 2025, 2024 and 2023. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
(In thousands) Commercial Real
Estate Credit
Card Other
Consumer
and Other Total
December 31, 2025
Beginning balance, January 1, 2025 $ 41,587 $ 181,962 $ 6,007 $ 5,463 $ 235,019
Provision for credit loss expense 26,633 34,384 5,205 2,816 69,038
Charge-offs ( 42,583 ) ( 33,075 ) ( 6,370 ) ( 2,634 ) ( 84,662 )
Recoveries 2,361 406 1,149 1,066 4,982
Net charge-offs ( 40,222 ) ( 32,669 ) ( 5,221 ) ( 1,568 ) ( 79,680 )
Ending balance, December 31, 2025 $ 27,998 $ 183,677 $ 5,991 $ 6,711 $ 224,377
December 31, 2024
Beginning balance, January 1, 2024 $ 36,470 $ 177,177 $ 5,868 $ 5,716 $ 225,231
Provision for credit loss expense 30,389 10,249 5,485 662 46,785
Charge-offs ( 26,867 ) ( 6,949 ) ( 6,437 ) ( 2,311 ) ( 42,564 )
Recoveries 1,595 1,485 1,091 1,396 5,567
Net charge-offs ( 25,272 ) ( 5,464 ) ( 5,346 ) ( 915 ) ( 36,997 )
Ending balance, December 31, 2024 $ 41,587 $ 181,962 $ 6,007 $ 5,463 $ 235,019
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(In thousands) Commercial Real
Estate Credit
Card Other
Consumer
and Other Total
December 31, 2023
Beginning balance, January 1, 2023 $ 34,406 $ 150,795 $ 5,140 $ 6,614 $ 196,955
Provision for credit loss expense 5,934 36,381 5,023 86 47,424
Charge-offs ( 5,962 ) ( 12,385 ) ( 5,303 ) ( 2,522 ) ( 26,172 )
Recoveries 2,092 2,386 1,008 1,538 7,024
Net charge-offs ( 3,870 ) ( 9,999 ) ( 4,295 ) ( 984 ) ( 19,148 )
Ending balance, December 31, 2023 $ 36,470 $ 177,177 $ 5,868 $ 5,716 $ 225,231
As of December 31, 2025, the Company’s allowance for credit losses was considered sufficient based upon expected losses that were supported by scenario-weighted economic forecasts. 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. 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
In addition to the allowance for credit losses, the Company has established a reserve for unfunded commitments, classified in other liabilities. This reserve is maintained at a level management believes to be sufficient to absorb losses arising from unfunded loan commitments. The reserve for unfunded commitments was $ 25.6 million as of both periods ended December 31, 2025 and 2024. 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 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. This adjustment was included in the provision for credit losses in the statement of income.
Provision for Credit Losses
Provision for credit losses is determined by the Company as the amount to be added to the allowance for credit loss accounts for various types of financial instruments including loans, securities and off-balance-sheet credit exposure after net charge-offs have been deducted to bring the allowance to a level which, in management's best estimate, is necessary to absorb expected credit losses over the lives of the respective financial instruments.
The components of provision for credit losses for the years ended December 31 were as follows:
(In thousands) 2025 2024 2023
Provision for credit losses related to:
Loans $ 69,038 $ 46,785 $ 47,424
Unfunded commitments — — ( 16,300 )
Securities - HTM ( 3,214 ) — 1,826
Securities - AFS — — 9,078
Total $ 65,824 $ 46,785 $ 42,028
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Purchased Credit Deteriorated Loans
Purchased loans that reflect a more-than-insignificant deterioration of credit from origination are considered PCD. For PCD loans, the initial estimate of expected credit losses is recognized in the allowance for credit loss on the date of acquisition using the same methodology as discussed in the Allowance for Credit Losses section included above.
The following table provides a summary of loans purchased as part of the Spirit acquisition with credit deterioration at acquisition:
(In thousands) Commercial Real
Estate Credit
Card Other
Consumer
and Other Total
Unpaid principal balance $ 8,258 $ 66,534 $ — $ 59 $ 74,851
PCD allowance for credit loss at acquisition ( 6,433 ) ( 3,187 ) — ( 2 ) ( 9,622 )
Non-credit related discount ( 378 ) ( 998 ) — ( 1 ) ( 1,377 )
Fair value of PCD loans $ 1,447 $ 62,349 $ — $ 56 $ 63,852
NOTE 5: RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES
The Company accounts for its leases in accordance with ASC Topic 842, Leases , which requires recognition of most leases, including operating leases, with a term greater than 12 months on the balance sheet. At lease commencement, the lease contract is reviewed to determine whether the contract is a finance lease or an operating lease; a lease liability is recognized on a discounted basis, related to the Company’s obligation to make lease payments; and a right-of-use asset is also recognized related to the Company’s right to use, or control the use of, a specified asset for the lease term. The Company accounts for lease and non-lease components (such as taxes, insurance and common area maintenance costs) separately as such amounts are generally readily determinable under the lease contracts. Lease payments over the expected term are discounted using the Company’s FHLB advance rates for borrowings of similar term. If it is reasonably certain that a renewal or termination option will be exercised, the effects of such options are included in the determination of the expected lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.
The Company’s leases are classified as operating leases with a term, including expected renewal or termination options, greater than one year, and are related to certain office facilities and office equipment. The following table presents information as of December 31, 2025 and 2024 related to the Company’s right-of-use lease assets, included in premises and equipment, and lease liabilities, included in accrued interest and other liabilities.
(Dollars in thousands) 2025 2024
Right-of-use lease assets $ 51,203 $ 67,224
Lease liabilities 53,212 69,319
Weighted average remaining lease term 8.04 years 8.33 years
Weighted average discount rate 4.18 % 3.81 %
Operating lease cost for the years ended December 31, 2025, 2024 and 2023 was $ 15.7 million, $ 16.1 million, and $ 15.7 million, respectively.
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The Company’s remaining undiscounted minimum lease payments on operating leases as of December 31, 2025 are as follows:
Year (In thousands)
2026 $ 11,629
2027 9,279
2028 7,775
2029 6,734
2030 5,723
Thereafter 22,548
Total undiscounted minimum lease payments 63,688
Less: Net present value adjustment 10,476
Lease liability included in other liabilities $ 53,212
NOTE 6: PREMISES AND EQUIPMENT
Premises and equipment are stated at cost less accumulated depreciation and amortization. Total premises and equipment, net at December 31, 2025 and 2024 were as follows:
(In thousands) 2025 2024
Right-of-use lease assets $ 51,203 $ 67,224
Premises and equipment:
Land 117,172 124,819
Buildings and improvements 417,866 404,223
Furniture, fixtures and equipment 129,891 123,741
Software 65,702 63,844
Construction in progress 25,966 24,262
Accumulated depreciation and amortization ( 246,580 ) ( 222,682 )
Total premises and equipment, net $ 561,220 $ 585,431
NOTE 7: GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill is tested annually, or more often than annually if circumstances warrant, for impairment. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated, and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the financial statements. Goodwill totaled $ 1.32 billion at December 31, 2025 and 2024. Goodwill impairment was neither indicated no r recorded in 2025, 2024 or 2023.
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. Other intangible assets represent the value of other acquired relationships, including relationships with trust and wealth management customers, and are being amortized over various periods ranging from 8 years to 15 years.
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Changes in the carrying amount and accumulated amortization of the Company’s core deposit premiums and other intangible assets at December 31, 2025 and 2024 were as follows:
(In thousands) 2025 2024
Core deposit premiums:
Balance, beginning of year $ 87,575 $ 101,344
Amortization ( 11,185 ) ( 13,769 )
Balance, end of year 76,390 87,575
Books of business and other intangibles:
Balance, beginning of year 9,667 11,301
Amortization ( 1,634 ) ( 1,634 )
Balance, end of year 8,033 9,667
Total other intangible assets, net $ 84,423 $ 97,242
The carrying basis and accumulated amortization of the Company’s other intangible assets at December 31, 2025 and 2024 were as follows:
(In thousands) 2025 2024
Core deposit premiums:
Gross carrying amount $ 173,305 $ 177,624
Accumulated amortization ( 96,915 ) ( 90,049 )
Core deposit premiums, net 76,390 87,575
Books of business and other intangibles:
Gross carrying amount 22,068 22,068
Accumulated amortization ( 14,035 ) ( 12,401 )
Books of business and other intangibles, net 8,033 9,667
Total other intangible assets, net $ 84,423 $ 97,242
Core deposit premium amortization expense recorded for the years ended December 31, 2025, 2024 and 2023 was $ 11.2 million, $ 13.8 million and $ 14.7 million, respectively. Amortization expense recorded for books of business and other intangibles was $ 1.6 million for each year ended December 31, 2025, 2024 and 2023.
The Company’s estimated remaining amortization expense on other intangible assets as of December 31, 2025 is as follows:
Year (In thousands)
2026 $ 12,346
2027 12,218
2028 11,312
2029 8,563
2030 8,160
Thereafter 31,824
Total $ 84,423
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NOTE 8: TIME DEPOSITS
Time deposits included approximately $ 1.50 billion and $ 1.55 billion of certificates of deposit over $250,000 at December 31, 2025 and 2024, respectively.
Brokered time deposits were $ 1.89 billion and $ 3.30 billion at December 31, 2025 and 2024, respectively. Maturities of all time deposits at December 31, 2025 are as follows:
Year (In thousands)
2026 $ 4,537,031
2027 142,916
2028 28,346
2029 2,178
2030 1,910
Thereafter 277
Total $ 4,712,658
Deposits are the Company’s primary funding source for loans and investment securities. The mix and repricing alternatives can significantly affect the cost of this source of funds and, therefore, impact the interest margin.
NOTE 9: INCOME TAXES
The provision for income taxes for the years ended December 31 is comprised of the following components:
(In thousands) 2025 2024 2023
Income taxes currently payable:
Federal $ 9,701 $ 18,987 $ 27,129
State 13,717 2,410 877
Deferred income taxes:
Federal ( 138,025 ) ( 712 ) ( 784 )
State ( 15,494 ) ( 2,070 ) ( 1,676 )
Total income tax expense (benefit) $ ( 130,101 ) $ 18,615 $ 25,546
_________________________
The Company does not have income from foreign sources and therefore does not have any foreign income tax.
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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:
(In thousands) 2025 2024
Deferred tax assets:
Loans acquired $ 1,241 $ 2,141
Allowance for credit losses 52,923 55,196
Valuation of foreclosed assets 31 374
Tax NOLs from acquisition 6,507 9,945
Deferred compensation payable 3,960 3,989
Accrued equity and other compensation 11,626 9,323
Acquired securities 7,010 7,504
Capitalized intangibles (1)
145,126 —
Right-of-use lease liability 12,653 16,416
Unrealized loss on AFS securities 98,492 128,873
Allowance for unfunded commitments 6,094 6,069
Other 7,488 7,163
Gross deferred tax assets 353,151 246,993
Deferred tax liabilities:
Goodwill and other intangible amortization ( 36,335 ) ( 38,139 )
Accumulated depreciation ( 22,475 ) ( 24,489 )
Right-of-use lease asset ( 12,175 ) ( 15,920 )
Unrealized gain on swaps ( 14,437 ) ( 25,174 )
Deferred loan fees and costs — ( 2,075 )
Other ( 1,271 ) ( 11,193 )
Gross deferred tax liabilities ( 86,693 ) ( 116,990 )
Net deferred tax asset $ 266,458 $ 130,003
_______________________
(1) Capitalized intangibles primarily consist of deferred loan origination costs, net with deferred loan origination fees, capitalized under Treas. Reg. §1.263(a)-4 and amortized as ordinary deductions over the estimated life of the related loans.
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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)
( 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 )
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 )
Total income tax expense (benefit) $ ( 130,101 ) 24.7 % $ 18,615 10.9 % $ 25,546 12.7 %
_________________________
(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
_________________________
Jurisdiction below 5 percent of total income taxes paid (net of refunds) threshold for the period presented.
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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. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. ASC Topic 740 also provides guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties. The Company has no history of expiring net operating loss carryforwards and is projecting significant pre-tax and financial taxable income in future years. The Company expects to fully realize its deferred tax assets in the future.
The amount of unrecognized tax benefits may increase or decrease in the future for various reasons including adding amounts for current tax year positions, expiration of open income tax returns due to the statutes of limitation, changes in management’s judgment about the level of uncertainty, status of examinations, litigation and legislative activity and the addition or elimination of uncertain tax positions.
Section 382 of the Internal Revenue Code imposes an annual limit on the ability of a corporation that undergoes an “ownership change” to use its U.S. net operating losses to reduce its tax liability. The Company has engaged in three tax-free reorganization transactions in which acquired net operating losses are limited pursuant to Section 382. In total, approximately $ 27.8 million of federal net operating losses subject to the IRC Section 382 annual limitation are expected to be utilized by the Company. All of the acquired net operating loss carryforwards are expected to be fully utilized by 2036.
The Company files income tax returns in the U.S. federal jurisdiction. The Company’s U.S. federal income tax returns are open and subject to examinations from the 2022 tax year and forward. The Company’s various state income tax returns are generally open from the 2022 and later tax return years based on individual state statute of limitations.
NOTE 10: SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
The Company utilizes securities sold under agreements to repurchase to facilitate the needs of its customers and to facilitate secured short-term funding needs. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. The Company monitors collateral levels on a continuous basis. The Company may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents.
The gross amount of recognized liabilities for repurchase agreements was $ 21.0 million and $ 36.7 million at December 31, 2025 and 2024, respectively. The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of December 31, 2025 and 2024 is presented in the following tables.
Remaining Contractual Maturity of the Agreements
(In thousands) Overnight and
Continuous Up to 30 Days 30-90 Days Greater than
90 Days Total
December 31, 2025
Repurchase agreements:
U.S. Government agencies $ 20,983 $ — $ — $ — $ 20,983
December 31, 2024
Repurchase agreements:
U.S. Government agencies $ 36,709 $ — $ — $ — $ 36,709
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NOTE 11: OTHER BORROWINGS AND SUBORDINATED NOTES AND DEBENTURES
Debt at December 31, 2025 and 2024 consisted of the following components:
(In thousands) 2025 2024
Other Borrowings
FHLB advances, net of discount, due 2026 to 2032, 3.62 % to 5.53 %, secured by real estate loans
$ 286,597 $ 727,945
Other long-term debt 15,656 17,427
Total other borrowings 302,253 745,372
Subordinated Notes and Debentures
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
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)
325,000 —
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
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
Total other borrowings and subordinated debt
$ 619,967 $ 1,111,665
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 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.
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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 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 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.
The Company’s long-term debt primarily includes subordinated debt and other notes payable. Aggregate annual maturities of long-term debt at December 31, 2025, are as follows:
Year (In thousands)
2026 $ 1,589
2027 1,649
2028 2,280
2029 9,689
2030 —
Thereafter 319,760
Total $ 334,967
NOTE 12: CAPITAL STOCK
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 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. The October Amended Articles classified and designated Series D Preferred Stock, Par Value $ 0.01 Per Share (“Series D Preferred Stock”), out of the Company’s authorized preferred stock. On November 30, 2021, the Company redeemed all of the Series D Preferred Stock, including accrued and unpaid dividends. 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. 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. The shelf registration statement provides increased flexibility and more efficient access to raise capital from time to time through the sale of common stock, preferred stock, debt securities, depository shares, warrants, purchase contracts, subscription rights, units or a combination thereof, subject to market conditions. 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.
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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 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. The timing, pricing, and amount of any repurchases under the 2026 Program will be determined by the Company’s management at its discretion based on a variety of factors, including, but not limited to, trading volume and market price of the Company’s common stock, corporate considerations, the Company’s working capital and investment requirements, general market and economic conditions, and legal requirements. The 2026 Program does not obligate the Company to repurchase any common stock and may be modified, discontinued, or suspended at any time without prior notice. 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.
NOTE 13: TRANSACTIONS WITH RELATED PARTIES
At December 31, 2025 and 2024, Simmons Bank had extensions of credit to executive officers and directors and to companies in which Simmons Bank’s executive officers or directors were principal owners in the amount of $ 4.5 million at December 31, 2025 and $ 5.9 million at December 31, 2024.
(In thousands) 2025 2024
Balance, beginning of year $ 5,911 $ 3,207
New extensions of credit 50 4,341
Repayments ( 1,485 ) ( 1,637 )
Balance, end of year $ 4,476 $ 5,911
In management’s opinion, such loans and other extensions of credit, deposits and vendor contracts (which were not material) were made in the ordinary course of business and were made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated persons or through a competitive bid process. Further, in management’s opinion, these extensions of credit did not involve more than the normal risk of collectability or present other unfavorable features.
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NOTE 14: EMPLOYEE BENEFIT PLANS
Retirement Plans
The Company offers a qualified 401(k) Plan in which the Company makes matching contributions to encourage employees to save money for their retirement. The 401(k) Plan covers substantially all employees. Under the terms of the 401(k) Plan, employees may defer a portion of their eligible pay, up to the maximum allowed by I.R.S. regulation, and the Company matches 100 % of the first 3 % of compensation and 50 % of the next 2 % of compensation for a total match of 4 % of eligible pay for each participant who defers 5 % or more of his or her eligible pay. Additionally, the Company may make profit-sharing contributions to the 401(k) Plan which are allocated among participants based upon 401(k) Plan compensation without regard to participant contributions. Contribution expense to the plan totaled $ 14.0 million, $ 14.3 million and $ 11.9 million in 2025, 2024 and 2023, respectively.
The Company also provides deferred compensation agreements with certain active and retired officers. 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 $ 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. The Company also reversed the accrued unvested liability during 2023 related to a former participant. 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.
Employee Stock Purchase Plan
The Company established an Employee Stock Purchase Plan in 2015 which generally allows participants to make contributions of up to $ 25,000 per year, for the purpose of acquiring the Company’s common stock. At the end of each plan year, full shares of the Company’s stock are purchased for each employee based on that employee’s contributions. The Company has issued both general and special stock offerings under the plan. Substantially all employees are eligible for the general stock offering, under which full shares of the Company’s stock are purchased for an amount equal to 95 % of their fair market value at the end of the plan year, or, if lower, 95 % of their fair market value at the beginning of the plan year.
The special stock offering is available to substantially all non-highly compensated employees with at least six months of service, and these employees may allocate up to $ 10,000 to this offering. Under the special stock offering, full shares of the Company’s stock are purchased for an amount equal to 85 % of their fair market value at the end of the plan year, or, if lower, 85 % of their fair market value at the beginning of the plan year.
Stock-Based Compensation Plans
The Company’s Board of Directors has adopted various stock-based compensation plans, including the Simmons First National Corporation 2023 Stock and Incentive Plan that was approved by shareholders and became effective April 18, 2023. These plans provide for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock units and stock awards. Pursuant to these plans, shares are reserved for future issuance by the Company upon exercise of stock options or awards of restricted stock, restricted stock units, performance stock units, or stock awards granted to directors, officers and other key employees or consultants.
Stock-based compensation expense for all stock-based compensation awards is based on the grant date fair value. For all awards except stock option awards, the grant date fair value is the market value per share as of the grant date. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options granted but are not considered by the model. Accordingly, while management believes that the Black-Scholes option-pricing model provides a reasonable estimate of fair value, the model does not necessarily provide the best single measure of fair value for the Company’s employee stock options.
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The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses various assumptions. Expected volatility is based on historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Forfeitures are estimated at the time of grant, and are based partially on historical experience.
The table below summarizes the transactions under the Company’s active stock compensation plans at December 31, 2025, 2024 and 2023, and changes during the years then ended:
Stock Options
Outstanding Non-vested Restricted Stock Units Outstanding Non-vested Performance Stock Units Outstanding
(Shares in thousands) Number of Shares Weighted
Average
Exercise
Price Number of Shares Weighted Average Grant-Date Fair Value Number of Shares Weighted Average Grant-Date Fair Value
Balance, December 31, 2022 470 $ 22.56 845 $ 26.60 352 $ 26.70
Granted — — 496 20.40 302 22.39
Stock options exercised ( 1 ) 10.65 — — — —
Stock awards/units vested (earned) — — ( 418 ) 24.88 ( 72 ) 23.87
Forfeited/expired ( 22 ) 22.87 ( 142 ) 25.05 ( 90 ) 24.43
Balance, December 31, 2023 447 22.56 781 23.82 492 24.88
Granted — — 707 19.08 188 19.07
Stock options exercised ( 88 ) 21.29 — — — —
Stock awards/units vested (earned) — — ( 411 ) 24.19 ( 42 ) 26.93
Forfeited/expired ( 36 ) 22.52 ( 79 ) 22.94 ( 115 ) 26.31
Balance, December 31, 2024 323 22.92 998 20.40 523 22.32
Granted — — 628 20.61 127 20.90
Stock options exercised — — — — — —
Stock awards/units vested (earned) — — ( 575 ) 20.93 ( 20 ) 25.69
Forfeited/expired ( 261 ) 22.77 ( 4 ) 19.60 ( 118 ) 26.62
Balance, December 31, 2025 62 $ 23.51 1,047 $ 20.24 512 $ 20.84
Exercisable, December 31, 2025 62 $ 23.51
The following table summarizes information about stock options under the plans outstanding at December 31, 2025:
Options Outstanding Options Exercisable
Range of Exercise Prices Number
of Shares
(In thousands) Weighted
Average
Remaining
Contractual
Life (Years) Weighted
Average
Exercise
Price Number
of Shares
(In thousands) Weighted
Average
Exercise
Price
$ 23.51 — $ 23.51 62 0.04 $ 23.51 62 $ 23.51
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Stock-based compensation expense was $ 10.8 million in 2025, $ 11.3 million in 2024 and $ 12.2 million in 2023. Stock-based compensation expense is recognized ratably over the requisite service period for all stock-based awards. There was no unrecognized stock-based compensation expense related to stock options at December 31, 2025. Unrecognized stock-based compensation expense related to non-vested stock awards and stock units was $ 18.6 million at December 31, 2025. At such date, the weighted-average period over which this unrecognized expense is expected to be recognized was 1.6 years.
There was no intrinsic value of stock options outstanding and stock options exercisable at December 31, 2025. 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 .
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. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. There were no stock options granted during the years ended December 31, 2025, 2024 and 2023.
NOTE 15: ADDITIONAL CASH FLOW INFORMATION
The following is a summary of the Company’s additional cash flow information during the years ended December 31:
(In thousands) 2025 2024 2023
Interest paid $ 557,039 $ 652,107 $ 540,816
Income taxes paid 19,318 9,979 20,948
Transfers of loans to foreclosed assets held for sale 13,736 9,697 3,075
Transfer of HTM securities to AFS securities 3,594,888 — —
NOTE 16: OTHER INCOME AND OTHER OPERATING EXPENSES
Other income for the years ended December 31, 2025, 2024 and 2023 was $ 31.4 million, $ 27.5 million and $ 35.4 million, respectively. Other income for the year ended December 31, 2023 included a $ 4.0 million legal reserve recapture associated with previously disclosed legal matters.
Other operating expenses consisted of the following during the years ended December 31:
(In thousands) 2025 2024 2023
Professional services $ 21,803 $ 22,179 $ 19,612
Postage 9,255 8,735 9,458
Telephone 6,056 6,388 6,965
Credit card expense 12,538 12,886 13,243
Marketing 28,049 27,369 24,008
Software and technology 41,743 42,939 42,530
Operating supplies 2,699 2,482 2,591
Amortization of intangibles 12,819 15,403 16,306
Branch right sizing expense 3,246 2,746 5,467
Other expense 37,976 37,393 36,984
Total other operating expenses $ 176,184 $ 178,520 $ 177,164
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NOTE 17: FAIR VALUE MEASUREMENTS
ASC Topic 820, Fair Value Measurements defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.
ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value:
• Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities.
• Level 2 Inputs – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
• Level 3 Inputs – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.
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 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. Other securities classified as available-for-sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things. In order to ensure the fair values are consistent with ASC Topic 820, the Company periodically checks the fair values by comparing them to another pricing source, such as Bloomberg. The availability of pricing confirms Level 2 classification in the fair value hierarchy. The third-party pricing service is subject to an annual review of internal controls. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. The Company’s investment in U.S. Treasury securities, if any, is reported at fair value utilizing Level 1 inputs. The remainder of the Company’s available-for-sale securities are reported at fair value utilizing Level 2 inputs.
Mortgage loans held for sale – Mortgage loans held for sale are reported at fair value on an aggregate basis. Adjustments to fair value are recognized monthly and reflected in earnings. In determining the fair value of loans held for sale, the Company may consider outstanding investor commitments, discounted cash flow analyses with market assumptions or the fair value of the collateral if the loan is collateral dependent. Such loans are classified within either Level 2 or Level 3 of the fair value hierarchy. Where assumptions are made using significant unobservable inputs, such loans held for sale are classified as Level 3. At December 31, 2025 and 2024, the aggregate fair value of mortgage loans held for sale exceeded their cost.
Derivative instruments – The Company’s derivative instruments are reported at fair value utilizing Level 2 inputs. The Company obtains fair value measurements from dealer quotes.
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The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a recurring basis as of December 31, 2025 and 2024.
Fair Value Measurements
(In thousands) Fair Value Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3)
December 31, 2025
Available-for-sale securities
U.S. Government agencies $ 47,172 $ — $ 47,172 $ —
Mortgage-backed securities 2,201,958 — 2,201,958 —
State and political subdivisions 859,071 — 859,071 —
Other securities 158,020 — 158,020 —
Mortgage loans held for sale 17,438 — — 17,438
Assets held in trading accounts 11,685 11,685 — —
Derivative asset 87,463 — 87,463 —
Derivative liability ( 31,522 ) — ( 31,522 ) —
December 31, 2024
Available-for-sale securities
U.S. Treasury $ 996 $ 996 $ — $ —
U.S. Government agencies 54,547 — 54,547 —
Mortgage-backed securities 1,392,759 — 1,392,759 —
State and political subdivisions 858,182 — 858,182 —
Other securities 222,942 — 222,942 —
Mortgage loans held for sale 11,417 — — 11,417
Derivative asset 127,474 — 127,474 —
Derivative liability ( 24,032 ) — ( 24,032 ) —
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. Assets and liabilities measured at fair value on a nonrecurring basis include the following:
Individually assessed loans (collateral-dependent) – When the Company has a specific expectation to initiate, or has initiated, foreclosure proceedings, and when the repayment of a loan is expected to be substantially dependent on the liquidation of underlying collateral, the relationship is deemed collateral-dependent. Fair value of the loan is determined by establishing an allowance for credit loss for any exposure based on the valuation of the underlying collateral. The valuation of the collateral is determined by either an independent third-party appraisal or other collateral analysis. Discounts can be made by the Company based upon the overall evaluation of the independent appraisal. Collateral-dependent loans are classified within Level 3 of the fair value hierarchy due to the unobservable inputs used in determining their fair value such as collateral values and the borrower’s underlying financial condition. Collateral values supporting the individually assessed loans are evaluated quarterly for updates to appraised values or adjustments due to non-current valuations.
Foreclosed assets and other real estate owned – Foreclosed assets and other real estate owned are reported at fair value, less estimated costs to sell. At foreclosure, if the fair value, less estimated costs to sell, of the real estate acquired is less than the Company’s recorded investment in the related loan, a write-down is recognized through a charge to the allowance for credit losses. Additionally, valuations are periodically performed by management and any subsequent reduction in value is recognized by a charge to income. The fair value of foreclosed assets and other real estate owned is estimated using Level 3 inputs based on unobservable market data.
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The significant unobservable inputs (Level 3) used in the fair value measurement of collateral for collateral-dependent loans and foreclosed assets primarily relate to the specialized discounting criteria applied to the borrower’s reported amount of collateral. The amount of the collateral discount depends upon the condition and marketability of the collateral, as well as other factors which may affect the collectability of the loan. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset. It is reasonably possible that a change in the estimated fair value for instruments measured using Level 3 inputs could occur in the future. As the Company’s primary objective in the event of default would be to liquidate the collateral to settle the outstanding balance of the loan, collateral that is less marketable would receive a larger discount.
The following table sets forth the Company’s assets by level within the fair value hierarchy that were measured at fair value on a nonrecurring basis as of December 31, 2025 and 2024.
Fair Value Measurements Using
(In thousands) Fair Value Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant Other
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3)
December 31, 2025
Individually assessed loans (1) (2) (collateral-dependent)
$ 112,374 $ — $ — $ 112,374
Foreclosed assets and other real estate owned (1)
1,081 — — 1,081
December 31, 2024
Individually assessed loans (1) (2) (collateral-dependent)
$ 102,580 $ — $ — $ 102,580
Foreclosed assets and other real estate owned (1)
881 — — 881
______________________
(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.
(2) Identified reserves of $ 9.1 million and $ 30.1 million were related to collateral-dependent loans for which fair value re-measurements took place during the years ended December 31, 2025 and 2024, respectively.
ASC Topic 825, Financial Instruments , requires disclosure in annual and interim financial statements of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis. The following methods and assumptions were used to estimate the fair value of each class of financial instruments not previously disclosed.
Cash and cash equivalents – The carrying amount for cash and cash equivalents approximates fair value (Level 1).
Interest bearing balances due from banks – The fair value of interest bearing balances due from banks – time is estimated using a discounted cash flow calculation that applies the rates currently offered on deposits of similar remaining maturities (Level 2).
Held-to-maturity securities – Fair values for held-to-maturity securities equal quoted market prices, if available, such as for highly liquid government bonds (Level 1). If quoted market prices are not available, fair values are estimated based on quoted market prices of similar securities. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things (Level 2). In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.
Loans – The fair value of loans is estimated by discounting the future cash flows, using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Additional factors considered include the type of loan and related collateral, variable or fixed rate, classification status, remaining term, interest rate, historical delinquencies, loan to value ratios, current market rates and remaining loan balance. The loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. The discount rates used for loans were based on current market rates for new originations of similar loans. Estimated credit losses were also factored into the projected cash flows of the loans. The fair value of loans is estimated on an exit price basis incorporating the above factors (Level 3).
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Deposits – The fair value of demand deposits, savings accounts and money market deposits is the amount payable on demand at the reporting date (i.e., their carrying amount) (Level 2). The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities (Level 3).
Federal Funds purchased, securities sold under agreement to repurchase and short-term debt – The carrying amount for federal funds purchased, securities sold under agreement to repurchase and short-term debt are a reasonable estimate of fair value (Level 2).
Other borrowings – For short-term instruments, the carrying amount is a reasonable estimate of fair value. For long-term debt, rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value (Level 2).
Subordinated debentures – The fair value of subordinated debentures is estimated using the rates that would be charged for subordinated debentures of similar remaining maturities (Level 2).
Accrued interest receivable/payable – The carrying amounts of accrued interest approximated fair value (Level 2).
Commitments to extend credit, letters of credit and lines of credit – The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date.
The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
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The estimated fair values, and related carrying amounts, of the Company’s financial instruments are as follows:
Carrying Fair Value Measurements
(In thousands) Amount Level 1 Level 2 Level 3 Total
December 31, 2025
Financial assets:
Cash and cash equivalents $ 711,913 $ 711,913 $ — $ — $ 711,913
Interest bearing balances due from banks - time 100 — 100 — 100
Interest receivable 104,062 — 104,062 — 104,062
Loans, net 17,267,802 — — 17,056,124 17,056,124
Financial liabilities:
Noninterest bearing transaction accounts 4,330,211 — 4,330,211 — 4,330,211
Interest bearing transaction accounts and savings deposits
11,141,169 — 11,141,169 — 11,141,169
Time deposits 4,712,658 — — 4,704,667 4,704,667
Federal funds purchased and securities sold under agreements to repurchase
21,383 — 21,383 — 21,383
Other borrowings 302,253 — 301,500 — 301,500
Subordinated notes and debentures 317,714 — 333,472 — 333,472
Interest payable 34,683 — 34,683 — 34,683
December 31, 2024
Financial assets:
Cash and cash equivalents $ 687,377 $ 687,377 $ — $ — $ 687,377
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 123,243 — 123,243 — 123,243
Loans, net 16,770,918 — — 16,153,128 16,153,128
Financial liabilities:
Noninterest bearing transaction accounts 4,460,517 — 4,460,517 — 4,460,517
Interest bearing transaction accounts and savings deposits
10,982,022 — 10,982,022 — 10,982,022
Time deposits 6,443,211 — — 6,429,309 6,429,309
Federal funds purchased and securities sold under agreements to repurchase
37,109 — 37,109 — 37,109
Other borrowings 745,372 — 743,940 — 743,940
Subordinated notes and debentures 366,293 — 361,332 — 361,332
Interest payable 67,111 — 67,111 — 67,111
The fair value of commitments to extend credit, letters of credit and lines of credit is not presented since management believes the fair value to be insignificant.
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NOTE 18: COMMITMENTS AND CREDIT RISK
The Company grants agribusiness, commercial and residential loans to customers primarily throughout Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas, along with credit card loans to customers throughout the United States. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.
At December 31, 2025, the Company had outstanding commitments to extend credit aggregating approximately $ 799.4 million and $ 4.19 billion for credit card commitments and other loan commitments, respectively. At December 31, 2024, the Company had outstanding commitments to extend credit aggregating approximately $ 756.9 million and $ 4.03 billion for credit card commitments and other loan commitments, respectively.
As of December 31, 2025 and 2024, the Company had outstanding commitments to originate fixed-rate mortgage loans of approximately $ 20.5 million and $ 17.8 million respectively. The commitments extend over varying periods of time with the majority being disbursed within a thirty-day period.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had total outstanding letters of credit amounting to $ 72.9 million and $ 41.6 million at December 31, 2025 and 2024, respectively, with terms ranging from 9 months to 15 years. At December 31, 2025 and 2024, the Company had no deferred revenue under standby letter of credit agreements.
The Company has purchased letters of credit from the FHLB as security for certain public deposits. 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.
NOTE 19: NEW ACCOUNTING STANDARDS
Recently Adopted Accounting Standards
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.
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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): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which expanded reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. The amendments in this update introduced a new requirement to disclose significant segment expenses regularly provided to the chief operating decision maker, extend certain annual disclosures to interim periods, clarify that single reportable segment entities must apply Topic 280 in its entirety, permit more than one measure of segment profit or loss to be reported under certain conditions and require disclosure of the title and position of the chief operating decision maker. ASU 2023-07 was effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-07 did not have a material impact on the Company’s operations, financial position or disclosures. See Note 1, Summary of Significant Accounting Policies, for additional information.
Investment-Income Taxes - In March 2023, the FASB issued ASU No. 2023-02, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (“ASU 2023-02”), that introduced the option to apply the proportional amortization method to account for investments made primarily for the purpose of receiving income tax credits and other income tax benefits when certain requirements are met. The proportional amortization method results in the cost of the investment being amortized in proportion to the income tax credits and other income tax benefits received, with the amortization of the investment and the income tax credits being presented net in the income statement as a component of income tax expense (benefit). ASU 2023-02 was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 31, 2023, with early adoption permitted. The Company elected to early adopt ASU 2023-02 and apply the proportional amortization method for all income tax credits during the first quarter of 2023 by utilizing the modified retrospective method. The adoption of ASU 2023-02 did not have a material impact on the Company’s results of operations, financial position or disclosures.
Credit Losses on Financial Instruments - In March 2022, the FASB issued ASU No. 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 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. ASU 2022-02 was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU 2022-02 effective January 1, 2023 on a prospective basis. The adoption of ASU 2022-02 did not have a material impact on the Company’s results of operations or financial position. See Note 4, Loans and Allowance for Credit Losses, for additional information.
Fair Value Hedging - In March 2022, the FASB issued ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method (“ASU 2022-01”), which clarified the guidance on fair value hedge accounting of interest rate risk for portfolios of financial assets. This ASU amended the guidance in ASU 2017-12 that, among other things, established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible. ASU 2022-01 renamed that method the “portfolio layer” method and expanded the scope of this guidance to allow entities to apply the portfolio layer method to portfolios of all financial assets, including both prepayable and nonprepayable financial assets. This scope expansion was consistent with the FASB’s efforts to simplify hedge accounting and allowed entities to apply the same method to similar hedging strategies. ASU 2022-01 was effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The adoption of 2022-01 did not have a material impact on the Company’s results of operations, financial position or disclosures.
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Reference Rate Reform – In March 2020, the FASB issued ASU No. 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 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 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).
Other interest rates used globally could also be discontinued for similar reasons. ASU 2020-04 provided optional expedients and exceptions to contracts, hedging relationships and other transactions affected by reference rate reform. The main provisions for contract modifications include optional relief by allowing the modification as a continuation of the existing contract without additional analysis and other optional expedients regarding embedded features. Optional expedients for hedge accounting permitted changes to critical terms of hedging relationships and to the designated benchmark interest rate in a fair value hedge and also provided relief for assessing hedge effectiveness for cash flow hedges. Companies were able to apply ASU 2020-04 immediately; 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.
During 2021, the Company did not offer LIBOR-indexed rates on loans which it originated, although it did participate in some shared credit agreements originated by other banks subject to the Company’s determination that the LIBOR replacement language in the loan documents met the Company’s standards. Pursuant to the Joint Regulatory Statement on LIBOR transition issued in October 2021, the Company’s policy, as of January 1, 2022, is not to enter into any new LIBOR-based credit agreements and not extend, renew, or modify prior LIBOR credit agreements without requiring conversion of the agreements to other interest rates. The adoption of ASU 2020-04 did not have a material impact on the Company’s financial position or results of operations.
In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which clarified that certain optional expedients and exceptions in ASC 848 for contract modifications and hedge accounting apply to derivatives that are affected by the changes in the interest rates used for margining, discounting, or contract price alignment for derivative instruments that are being implemented as part of the market-wide transition to new reference rates (commonly referred to as the “discounting transition”). ASU 2021-01 also amended the expedients and exceptions in ASC 848 to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. ASU 2021-01 was effective upon issuance and generally can be applied through December 31, 2022. ASU 2021-01 did not have a material impact on the Company’s financial position or results of operations.
In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): 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 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.
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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. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), that requires footnote disclosure about specific expenses by requiring companies to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization and (v) depreciation, depletion and amortization recognized as part of oil- and gas-producing activities. The tabular disclosure would also include certain other expenses, when applicable. ASU 2024-03 does not change or remove existing expense disclosure requirements; however, it may affect where that information appears in the footnotes to the financial statements. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact ASU 2024-03 will have on its results of 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.
NOTE 20: DERIVATIVE INSTRUMENTS
The Company utilizes derivative instruments to manage exposure to various types of interest rate risk for itself and its customers within policy guidelines. Transactions should only be entered into with an associated underlying exposure. All derivative instruments are carried at fair value.
Derivative contracts involve the risk of dealing with institutional derivative counterparties and their ability to meet contractual terms. Institutional counterparties must have an investment grade credit rating and be approved by the Company’s asset/liability management committee. In arranging these products for its customers, the Company assumes additional credit risk from the customer and from the dealer counterparty with whom the transaction is undertaken. Credit risk exists due to the default credit risk created in the exchange of the payments over a period of time. Credit exposure on interest rate swaps is limited to the net favorable value and interest payments of all swaps with each counterparty. Access to collateral in the event of default is reasonably assured. Therefore, credit exposure may be reduced by the amount of collateral pledged by the counterparty.
Hedge Structures
The Company will seek to enter derivative structures that most effectively address the risk exposure and structural terms of the underlying position being hedged. The term and notional principal amount of a hedge transaction will not exceed the term or principal amount of the underlying exposure. In addition, the Company will use hedge indices which are the same as, or highly correlated to, the index or rate on the underlying exposure. Derivative credit exposure is monitored on an ongoing basis for each customer transaction and aggregate exposure to each counterparty is tracked. The Company has set a maximum outstanding notional contract amount at 25 % of the Company’s assets.
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Fair Value Hedges
For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. The gain or loss on the derivative instrument is presented on the same income statement line item as the earnings effect of the hedged item. During the third quarter of 2021, the Company began utilizing interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable AFS securities. The hedging strategy converts the fixed interest rates to variable interest rates based on federal funds rates. The two year forward start date for these swaps occurred during late third quarter of 2023 and involves the payment of fixed interest rates with a weighted average of 1.21 % in exchange for variable interest rates based on federal funds rates. 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.
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
(In thousands) Balance Sheet Location Weighted Average Pay Rate Receive Rate Notional Fair Value Notional Fair Value
Derivative assets Other assets 1.21 % Federal Funds $ 1,001,715 $ 59,829 $ 1,001,715 $ 103,366
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.
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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
The Company’s qualified loan customers have the opportunity to participate in its interest rate swap program for the purpose of managing interest rate risk on their variable rate loans with the Company. The Company enters into such agreements with customers, then offsetting agreements are executed between the Company and an approved dealer counterparty to minimize market risk from changes in interest rates. The counterparty contracts are identical to customer contracts in terms of notional amounts, interest rates, and maturity dates, except for a fixed pricing spread or fee paid to the Company by the dealer counterparty. These interest rate swaps carry varying degrees of credit, interest rate and market or liquidity risks. The fair value of these derivative instruments is recognized as either derivative assets or liabilities in the accompanying consolidated balance sheets. The Company has a limited number of swaps that are standalone without a similar agreement with the loan customer.
The following table summarizes the fair values of loan derivative contracts recorded in the accompanying consolidated balance sheets for the years ended December 31, 2025 and 2024.
2025 2024
(In thousands) Notional Fair Value Notional Fair Value
Derivative assets $ 1,190,958 $ 26,734 $ 748,752 $ 24,108
Derivative liabilities 1,191,858 26,682 749,683 24,032
Risk Participation Agreements
The Company has a limited number of Risk Participation Agreement swaps, that are associated with loan participations, where the Company is not the counterparty to the interest rate swaps that are associated with the risk participation sold. The interest rate swap mark to market only impacts the Company if the swap is in a liability position to the counterparty and the customer defaults on payments to the counterparty. The notional amount of these contingent agreements is $ 12.8 million as of December 31, 2025.
Energy Hedging
The Company, from time-to-time, has provided energy derivative services to qualifying, high quality oil and gas borrowers for hedging purposes. The Company has served as an intermediary on energy derivative products between the Company’s borrowers and dealers. The Company will only enter into back-to-back trades, thus maintaining a balanced book between the dealer and the borrower.
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The energy hedging risk exposure to the Company’s customer would increase as energy prices for crude oil and natural gas rise. As prices decrease, exposure to the exchange would increase. 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 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.
NOTE 21: CONTINGENT LIABILITIES
In the ordinary course of its operations, the Company and its subsidiaries are parties to various legal proceedings incidental to the conduct of its business, including proceedings based on breach of contract claims, lender liability claims, and other ordinary-course claims, some of which seek substantial relief or damages.
The Company establishes reserves for legal proceedings when potential losses become probable and can be reasonably estimated. While the ultimate resolution (including amounts thereof) of any legal proceedings cannot be determined at this time, based on information presently available and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings, either individually or in the aggregate, will not have a material adverse effect on the Company’s business, consolidated results of operations, financial condition, or cash flows. It is possible, however, that future developments could result in an unfavorable outcome for or resolution of any of these proceedings, which may be material to the Company’s results of operations for a given fiscal period.
NOTE 22: STOCKHOLDERS’ EQUITY
Simmons Bank, the Company’s subsidiary bank, is subject to legal limitations on dividends that can be paid to the parent company without prior approval of the applicable regulatory agencies. The approval of the Commissioner of the Arkansas State Bank Department is required if the total of all dividends declared by an Arkansas state bank in any calendar year exceeds seventy-five percent ( 75 %) of the total of its net profits, as defined, for that year combined with seventy-five percent ( 75 %) of its retained net profits of the preceding year. Under the foregoing dividend restrictions, and while maintaining its “well capitalized” status, at December 31, 2025, Simmons Bank had paid to the Company all available dividends. Past dividends are not necessarily indicative of amounts that may be paid, or available to be paid, in future periods.
The Company’s bank subsidiary is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and its bank subsidiary must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
The risk-based capital guidelines of the Federal Reserve Board and the Arkansas State Bank Department include the definitions for (1) a well-capitalized institution, (2) an adequately-capitalized institution, and (3) an undercapitalized institution. Under the Basel III Rules effective January 1, 2015, the criteria for a well-capitalized institution are: a 5 % “Tier l leverage capital” ratio, an 8 % “Tier 1 risk-based capital” ratio, 10 % “total risk-based capital” ratio; and a 6.5 % “common equity Tier 1 (CET1)” ratio. CET1 generally consists of common stock; retained earnings; accumulated other comprehensive income and certain minority interests; all subject to applicable regulatory adjustments and deductions.
The Company and Simmons Bank must hold a capital conservation buffer of 2.5 % composed of CET1 capital above its minimum risk-based capital requirements. Failure to meet this capital conservation buffer would result in additional limits on dividends, other distributions and discretionary bonuses.
Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1 and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). As of December 31, 2025, the Company and its subsidiary bank met all capital adequacy requirements under the Basel III Capital Rules and exceeded the fully phased in capital conservation buffer.
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As of the most recent notification from regulatory agencies, Simmons Bank was well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company and the Bank must maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed these categories.
The Company’s and the Bank’s actual capital amounts and ratios are presented in the following table.
Actual Minimum
For Capital
Adequacy Purposes To Be Well
Capitalized Under
Prompt Corrective
Action Provision
(In thousands) Amount Ratio (%) Amount Ratio (%) Amount Ratio (%)
December 31, 2025
Total Risk-Based Capital Ratio
Simmons First National Corporation $ 2,906,684 14.5 $ 1,603,688 8.0 N/A
Simmons Bank 2,367,449 11.8 1,605,050 8.0 2,006,313 10.0
Tier 1 Risk-Based Capital Ratio
Simmons First National Corporation 2,338,965 11.6 1,209,809 6.0 N/A
Simmons Bank 2,117,443 10.6 1,198,553 6.0 1,598,070 8.0
Common Equity Tier 1 Capital Ratio
Simmons First National Corporation 2,338,965 11.6 907,357 4.5 N/A
Simmons Bank 2,117,443 10.6 898,914 4.5 1,298,432 6.5
Tier 1 Leverage Ratio
Simmons First National Corporation 2,338,965 10.1 926,323 4.0 N/A
Simmons Bank 2,117,443 9.1 930,744 4.0 1,163,430 5.0
December 31, 2024
Total Risk-Based Capital Ratio
Simmons First National Corporation $ 2,992,132 14.6 $ 1,639,524 8.0 N/A
Simmons Bank 2,795,430 13.7 1,632,368 8.0 2,040,460 10.0
Tier 1 Risk-Based Capital Ratio
Simmons First National Corporation 2,535,527 12.4 1,226,868 6.0 N/A
Simmons Bank 2,573,121 12.6 1,225,296 6.0 1,633,728 8.0
Common Equity Tier 1 Capital Ratio
Simmons First National Corporation 2,535,527 12.4 920,151 4.5 N/A
Simmons Bank 2,573,121 12.6 918,972 4.5 1,327,404 6.5
Tier 1 Leverage Ratio
Simmons First National Corporation 2,535,527 9.7 1,045,578 4.0 N/A
Simmons Bank 2,573,121 9.9 1,039,645 4.0 1,299,556 5.0
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NOTE 23: CONDENSED FINANCIAL INFORMATION (PARENT COMPANY ONLY)
Condensed Balance Sheets
December 31, 2025 and 2024
(In thousands) 2025 2024
ASSETS
Cash and cash equivalents $ 542,602 $ 287,066
Investments in wholly-owned subsidiaries 3,197,586 3,570,446
Intangible assets, net 133 133
Premises and equipment 17,835 18,929
Other assets 32,504 75,707
TOTAL ASSETS $ 3,790,660 $ 3,952,281
LIABILITIES
Long-term debt $ 333,370 $ 383,720
Other liabilities 38,050 39,689
Total liabilities 371,420 423,409
STOCKHOLDERS’ EQUITY
Common stock 1,448 1,257
Surplus 2,846,581 2,511,590
Undivided profits 864,341 1,376,935
Unrealized depreciation on available-for-sale securities, net of income taxes of $( 103,716 ) and $( 127,698 ) at December 31, 2025 and 2024, respectively
( 293,130 ) ( 360,910 )
Total stockholders’ equity 3,419,240 3,528,872
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 3,790,660 $ 3,952,281
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Condensed Statements of Income (Loss)
Years Ended December 31, 2025 , 2024 and 2023
(In thousands) 2025 2024 2023
INCOME
Dividends from subsidiaries $ 79,546 $ 265,965 $ 166,874
Other income 987 570 303
Income 80,533 266,535 167,177
EXPENSE 47,111 50,075 44,685
Income before income taxes and equity in undistributed net income of subsidiaries
33,422 216,460 122,492
Provision for income taxes ( 9,664 ) ( 12,294 ) ( 10,790 )
Income before equity in undistributed net income of subsidiaries 43,086 228,754 133,282
Equity in undistributed net income (loss) of subsidiaries ( 440,639 ) ( 76,061 ) 41,775
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 (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
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Condensed Statements of Cash Flows
Years Ended December 31, 2025 , 2024 and 2023
(In thousands) 2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ ( 397,553 ) $ 152,693 $ 175,057
Items not requiring (providing) cash
Stock-based compensation expense 10,763 11,290 12,189
Depreciation and amortization 1,607 1,614 1,637
Deferred income taxes 492 ( 1,628 ) ( 1,742 )
Equity in undistributed net income (loss) of bank subsidiaries 440,639 76,061 ( 41,775 )
Changes in:
Other assets 42,713 ( 23,437 ) 37,720
Other liabilities ( 4,273 ) 12,734 2,293
Net cash provided by operating activities 94,388 229,327 185,379
CASH FLOWS FROM INVESTING ACTIVITIES
Net collections of loans — 102 1,310
Net purchases of premises and equipment ( 513 ) ( 45 ) ( 52 )
Other, net — 24 5,856
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 )
Issuance (cancellation) of common stock, net 324,419 375 ( 2,021 )
Stock repurchases — — ( 40,322 )
Dividends paid on common stock ( 115,041 ) ( 105,439 ) ( 100,962 )
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
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 287,066 164,439 116,915
CASH AND CASH EQUIVALENTS, END OF YEAR $ 542,602 $ 287,066 $ 164,439
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.