What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-06 · 187 added, 159 removed, 561 unchanged (38% of the section changed)

1 unchanged sentence

As permitted by SEC rules, management presents a sequential quarterly analysis of the Company’s performance as we believe that comparing current quarter results to those of the immediately preceding fiscal quarter is more useful in identifying current business trends and provides a more relevant analysis of our business results.

Accordingly, we have compared our results of operations for the three months ended March 31, 2026 to our results of operations for the three months ended December 31, 2025 and March 31, 2025, as applicable, throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Our net income for the three months ended March 31, 2026 was $68.5 million, or $0.47 diluted earnings per share, compared to net income of $78.1 million, or $0.54 diluted earnings per share, and $32.4 million, or $0.26 diluted earnings per share, for the three months ended December 31, 2025 and March 31, 2025, respectively.

Included in the results were certain items related to our branch right sizing initiative, early retirement program costs (for the three months ended March 31, 2026), professional services (for the three months ended March 31, 2026), a FDIC special assessment (for the three months ended March 31, 2026), termination of vendor and software services (for the three months ended December 31, 2025) and loss on sale of an equipment finance business (for the three months ended December 31, 2025).

Excluding these certain items and the tax effect, adjusted earnings for the three months ended March 31, 2026 were $68.6 million, or $0.47 adjusted diluted earnings per share, compared to $79.0 million, or $0.54 adjusted diluted earnings per share, and $33.1 million, or $0.26 adjusted diluted earnings per share, for the three months ended December 31, 2025 and March 31, 2025, respectively.

Accordingly, we have compared our results of operations for the three months ended June 30, 2026 to our results of operations for the three months ended March 31, 2026, as applicable, throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations.

For additional information regarding the Company’s results for the three months ended March 31, 2026, please refer to our first quarter Form 10-Q filed with the SEC on May 6, 2026.

Our net income for the three months ended June 30, 2026 was $66.7 million, or $0.46 diluted earnings per share, compared to net income of $68.5 million, or $0.47 diluted earnings per share, for the three months ended March 31, 2026.

Included in the results were certain items related to our branch/real estate rightsizing costs, severance/early retirement program costs, a FDIC special assessment (for the three months ended March 31, 2026) and certain professional services (for the three months ended March 31, 2026).

Excluding these certain items and the tax effect, adjusted earnings for the three months ended June 30, 2026 were $72.2 million, or $0.50 adjusted diluted earnings per share, compared to $68.6 million, or $0.47 adjusted diluted earnings per share, for the three months ended March 31, 2026.

Our net income for the six months ended June 30, 2026 was $135.2 million, or $0.93 diluted earnings per share, compared to net income of $87.2 million, or $0.69 diluted earnings per share, for the six months ended June 30, 2025.

Included in the results were certain items related to our branch/real estate rightsizing costs, severance/early retirement program costs, a FDIC special assessment (for the six months ended June 30, 2026) and certain professional services (for the six months ended June 30, 2026).

Excluding these certain items and the tax effect, adjusted earnings for the six months ended June 30, 2026 were $140.7 million, or $0.97 adjusted diluted earnings per share, compared to $89.2 million, or $0.71 adjusted diluted earnings per share, for the six months ended June 30, 2025.

We believe the asset quality in our portfolio remains sound and reflects our conservative credit culture, as well as our focus on maintaining disciplined pricing and conservative underwriting standards given the current economic environment.

Total nonperforming loans as of March 31, 2026, December 31, 2025, and March 31, 2025 were $141.9 million, $112.7 million, and $152.4 million, respectively.

Nonperforming assets as a percent of total assets were 0.63% at March 31, 2026, compared to 0.51% at December 31, 2025 and 0.61% at March 31, 2025.

As of March 31, 2026, stockholders’ equity was $3.44 billion, book value per share was $23.70 and tangible book value per share was $14.03.

Total loans were $17.93 billion at March 31, 2026, compared to $17.49 billion at December 31, 2025.

Our unfunded commitments were $4.07 billion and $3.87 billion as of March 31, 2026 and December 31, 2025, respectively.

Our commercial loan pipeline totaled $1.56 billion as of March 31, 2026, compared to $1.54 billion at December 31, 2025.

Total nonperforming loans as of June 30, 2026, December 31, 2025, and June 30, 2025 were $166.0 million, $112.7 million, and $157.2 million, respectively.

Nonperforming assets as a percent of total assets were 0.72% at June 30, 2026, compared to 0.51% at December 31, 2025 and 0.62% at June 30, 2025.

As of June 30, 2026, stockholders’ equity was $3.48 billion, book value per share was $24.11 and tangible book value per share was $14.42.

Total loans were $18.06 billion at June 30, 2026, compared to $17.49 billion at December 31, 2025.

Our unfunded commitments were $4.38 billion and $3.87 billion as of June 30, 2026 and December 31, 2025, respectively.

Our commercial loan pipeline totaled $1.43 billion as of June 30, 2026, compared to $1.54 billion at December 31, 2025.

In our discussion and analysis of our financial condition and results of operation in this Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we provide certain financial information determined by methods other than in accordance with accounting principles generally accepted in the United States (“US GAAP”).

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See the GAAP Reconciliation of Non-GAAP Financial Measures section below for additional discussion and reconciliations of non-GAAP measures.

Simmons First National Corporation is a Mid-South based financial holding company that, as of March 31, 2026, has approximately $24.7 billion in consolidated assets and, through its subsidiaries, conducts financial operations in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.

Simmons First National Corporation is a Mid-South based financial holding company that, as of June 30, 2026, has approximately $24.8 billion in consolidated assets and, through its subsidiaries, conducts financial operations in Arkansas, Kansas, Missouri, Oklahoma, Tennessee and Texas.

CRITICAL ACCOUNTING ESTIMATES

36 unchanged sentences

Results are compared to book value;

no impairment was indicated as of March 31, 2026.

no impairment was indicated as of June 30, 2026.

Judgment is inherent in assessing goodwill for impairment.

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In the last several years, on average, approximately 48% of our loan portfolio and approximately 94% of our time deposits have repriced in one year or less.

As of March 31, 2026, our interest rate sensitivity shows that approximately 63% of our loans and 96% of our time deposits will reprice in the next year.

As of June 30, 2026, our interest rate sensitivity shows that approximately 67% of our loans and 96% of our time deposits will reprice in the next year.

Net Interest Income - Sequential Quarter Analysis

For both three month periods ended March 31, 2026 and December 31, 2025, net interest income on a fully taxable equivalent basis totaled $200.2 million.

While net interest income was flat over the comparative periods, fully taxable equivalent interest income and interest expense each decreased by $5.6 million during the three months ended March 31, 2026.

The decrease in interest income on a fully taxable equivalent basis primarily resulted from a $3.5 million decrease in interest income on loans, coupled with a decrease of $2.0 million in interest income on investment securities.

The decrease in interest income provided by loans reflects a $9.1 million decrease related to loan yield, partially offset by a $5.6 million increase attributable to loan volume.

The loan yield for the first quarter of 2026 was 6.16% compared to 6.23% from the preceding sequential quarter, representing a 7 basis point decrease.

The decrease in interest income on investment securities was primarily related to a $1.9 million decrease in interest income on taxable investment securities, which reflects a $913,000 decrease due to the decline in our investment portfolio average balances, coupled with a decrease of $1.0 million in interest income on taxable investment securities due to yield decreases over the period of 7 basis points.

The $5.6 million decrease in interest expense is primarily due to the $4.9 million decrease in interest expense on deposits.

A decrease of $7.8 million was related to deposit rates, due to the 15 basis point decrease related to deposit accounts.

The decrease due to rates was partially offset by a $2.9 million increase in interest expense attributable to deposit volume over the period.

For the three month period ended June 30, 2026, net interest income on a fully taxable equivalent basis was $203.7 million, an increase of $3.5 million, or 1.7%, compared to the three months ended March 31, 2026.

The increase in net interest income was primarily the result of a $5.9 million increase in fully tax equivalent interest income, partially offset with a $2.4 million increase in interest expense.

The increase in interest income on a fully taxable equivalent basis primarily resulted from a $7.0 million increase in interest income on loans, moderated by a decrease of $879,000 in interest income on investment securities.

The increase in interest income provided by loans reflects a $2.5 million increase related to loan yield, coupled with a $4.6 million increase attributable to loan volume.

While the loan yield for the second quarter of 2026 was 6.15% compared to 6.16% from the preceding sequential quarter, the increase during the three months ended June 30, 2026 was due to the additional day during the period.

The decrease in interest income on investment securities was primarily related to a $839,000 decrease in interest income on taxable investment securities, which reflects a $1.2 million decrease due to the decline in our investment portfolio average balances related to planned maturities within the portfolio.

The $2.4 million increase in interest expense is primarily due to a $4.1 million increase in interest expense on other borrowings, primarily related to utilization of short term FLHB advances rather than brokered deposits given favorable pricing during the period.

Partially offsetting the increase in interest expense during the three months ended June 30, 2026 was a $2.1 million decrease in interest expense on deposits, primarily related to a $3.0 million increase in interest expense attributable to deposit volume over the period, which was moderated by the additional day during the period.

Net Interest Income - Year-over-Year Analysis

Net interest income on a fully taxable equivalent basis for the three month period ended March 31, 2026 increased $30.3 million, or 17.9%, over the same period in 2025.

Net interest income on a fully taxable equivalent basis for the six month period ended June 30, 2026 increased $55.8 million, or 16.0%, over the same period in 2025.

The increase in net interest income on a fully taxable equivalent basis was the result of a $20.2 million decrease in fully taxable equivalent interest income, more than offset by a $75.9 million decrease in interest expense.

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Proceeds from the sale of the investment securities were primarily used to deleverage the balance sheet through the pay-down of higher rate, non-relationship wholesale and public fund deposits, as well as higher rate other borrowings primarily consisting of FHLB advances.

The pay-down of higher rate funding was completed in 2025.

The decrease in interest income on a fully taxable equivalent basis primarily resulted from a $38.4 million decrease in interest income on investment securities, which reflects a $55.8 million decrease in interest income on investment securities due to the decline in our investment portfolio average balances, which decreased by $2.93 billion or 48.1%.

1 unchanged sentence

These changes were primarily due to the balance sheet repositioning previously discussed, coupled with pay downs and maturities over the period.

A $9.7 million increase in interest income on loans reflects an increase attributable to loan volume of $11.2 million, partially offset by a $1.5 million decrease in interest income related to loan yield due to a 4 basis point decline in loan yield over the comparative period.

An $18.8 million increase in interest income on loans reflects an increase attributable to loan volume of $25.2 million, partially offset by a $6.4 million decrease in interest income related to loan yield due to a 7 basis point decline in loan yield over the comparative period.

The $75.9 million decrease in interest expense is mainly due to the decrease in our deposit account rates over the period.

5 unchanged sentences

Net Interest Margin

Our net interest margin on a fully taxable equivalent basis was 3.84% for the three month period ended March 31, 2026, as compared to 3.81% and 2.95% for the three months ended December 31, 2025 and the three months ended March 31, 2025, respectively.

Net interest margin experienced a 3 basis point increase for the three months ended March 31, 2026 compared to the preceding sequential quarter, while net interest margin increased 89 basis points during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

While net interest margin expanded slightly during the three months ended March 31, 2026 as compared to the prior sequential quarter, the increase on a year over year comparative basis was primarily driven by the balance sheet repositioning, as well as reduced deposit costs and use of wholesale funding over the comparative periods.

Our net interest margin on a fully taxable equivalent basis was 3.84% for the three and six month periods ended June 30, 2026, as well as the three months ended March 31, 2026, 3.01% for the six months ended June 30, 2025.

Net interest margin was consistent with the preceding sequential quarter, while net interest margin increased 83 basis points during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The increase in net interest margin on a year over year comparative basis was primarily driven by the balance sheet repositioning, as well as reduced deposit costs and use of wholesale funding over the comparative periods.

Net Interest Income Tables

Tables 1 and 2 reflect an analysis of net interest income on a fully taxable equivalent basis for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

Tables 1 and 2 reflect an analysis of net interest income on a fully taxable equivalent basis for the three months ended June 30, 2026 and March 31, 2026 and the six months ended June 30, 2026 and 2025, respectively.

Analysis of Net Interest Margin

(FTE = Fully Taxable Equivalent using an effective tax rate of 26.135%)

Three Months Ended

March 31, December 31, March 31,

Three Months Ended Six Months Ended

June 30, March 31, June 30, June 30,

(In thousands) 2026 2026 2026 2025

9 unchanged sentences

Changes in Fully Taxable Equivalent Net Interest Margin

Three Months Ended

(In thousands) March 31, 2026 compared to December 31, 2025 March 31, 2026 compared to March 31, 2025

Three Months Ended Six Months Ended

(In thousands) June 30, 2026 compared to March 31, 2026 June 30, 2026 compared to June 30, 2025

Increase (decrease) due to change in earning assets $ 2,690 $ (30,326)

(Decrease) increase due to change in earning asset yields (10,589) 6,587

Increase due to change in earning asset yields 3,193 10,165

(Decrease) increase due to change in interest bearing liabilities (1,212) 35,220

Increase due to change in interest rates paid on interest bearing liabilities 8,195 21,378

(Decrease) increase in net interest income $ (6) $ 30,344

Table 3 shows, for each major category of earning assets and interest bearing liabilities, the average (computed on a daily basis) amount outstanding, the interest earned or expensed on such amount and the average rate earned or expensed for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

(Decrease) increase due to change in interest rates paid on interest bearing liabilities (1,195) 40,695

Increase in net interest income $ 3,476 $ 55,754

Table 3 shows, for each major category of earning assets and interest bearing liabilities, the average (computed on a daily basis) amount outstanding, the interest earned or expensed on such amount and the average rate earned or expensed for the three months ended June 30, 2026 and March 31, 2026 and the six months ended June 30, 2026 and 2025, respectively.

The table also shows the average rate earned on all earning assets, the average rate expensed on all interest bearing liabilities, the net interest spread and the net interest margin for the same periods.

4 unchanged sentences

Three Months Ended

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

Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/

(In thousands) Balance Expense Rate (%) Balance Expense Rate (%) Balance Expense Rate (%)

June 30, 2026 March 31, 2026

Average Income/ Yield/ Average Income/ Yield/

(In thousands) Balance Expense Rate (%) Balance Expense Rate (%)

Earning assets:

25 unchanged sentences

Net interest margin – FTE $ 203,656 3.84 $ 200,180 3.84

Table 4 shows changes in interest income and interest expense resulting from changes in both volume and interest rates for the three months ended March 31, 2026 as compared to the three months ended December 31, 2025 and March 31, 2025, respectively.

Six Months Ended

June 30, 2026 June 30, 2025

Average Income/ Yield/ Average Income/ Yield/

(In thousands) Balance Expense Rate (%) Balance Expense Rate (%)

Earning assets:

Interest bearing balances due from banks and federal funds sold $ 225,518 $ 4,378 3.91 $ 230,416 $ 5,234 4.58

Investment securities - taxable 2,354,503 51,783 4.44 3,512,029 62,817 3.61

Investment securities - non-taxable 811,314 15,044 3.74 2,585,931 42,427 3.31

Mortgage loans held for sale 13,678 405 5.97 10,616 343 6.52

Assets held in trading accounts 14,242 258 3.65 — — —

Loans - including fees 17,808,514 543,667 6.16 16,983,776 524,875 6.23

Total interest earning assets 21,227,769 615,535 5.85 23,322,768 635,696 5.50

Non-earning assets 3,358,034 3,339,019

Total assets $ 24,585,803 $ 26,661,787

LIABILITIES AND STOCKHOLDERS’ EQUITY

Interest bearing liabilities:

Interest bearing transaction and savings deposits $ 11,260,013 $ 116,189 2.08 $ 11,198,922 $ 137,003 2.47

Time deposits 4,541,457 76,945 3.42 5,989,526 119,790 4.03

Total interest bearing deposits 15,801,470 193,134 2.46 17,188,448 256,793 3.01

Federal funds purchased and securities sold under agreements to repurchase 37,862 462 2.46 36,161 172 0.96

Other borrowings 415,244 7,619 3.70 834,312 18,327 4.43

Subordinated debt and debentures 316,359 10,484 6.68 366,331 12,322 6.78

Total interest bearing liabilities 16,570,935 211,699 2.58 18,425,252 287,614 3.15

Noninterest bearing liabilities:

Noninterest bearing deposits 4,251,138 4,366,835

Other liabilities 289,311 314,435

Total liabilities 21,111,384 23,106,522

Stockholders’ equity 3,474,419 3,555,265

Total liabilities and stockholders’ equity $ 24,585,803 $ 26,661,787

Net interest spread – FTE 3.27 2.35

Net interest margin – FTE $ 403,836 3.84 $ 348,082 3.01

Table 4 shows changes in interest income and interest expense resulting from changes in both volume and interest rates for the three and six months ended June 30, 2026 as compared to the three months ended March 31, 2026 and the six months ended June 30, 2025, respectively.

The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates in proportion to the relationship of absolute dollar amounts of the changes in rates and volume.

Volume/Rate Analysis

Three Months Ended

March 31, 2026 compared to December 31, 2025 March 31, 2026 compared to March 31, 2025

Three Months Ended Six Months Ended

June 30, 2026 compared to March 31, 2026 June 30, 2026 compared to June 30, 2025

(In thousands, on a fully taxable equivalent basis) Volume Yield/

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Total 1,212 1,195 2,407 (35,220) (40,695) (75,915)

Increase (decrease) in net interest income $ 2,388 $ (2,394) $ (6) $ 2,379 $ 27,965 $ 30,344

Increase in net interest income $ 1,478 $ 1,998 $ 3,476 $ 4,894 $ 50,860 $ 55,754

PROVISION FOR CREDIT LOSSES

2 unchanged sentences

It is management’s practice to review the allowance on a monthly basis and, after considering the factors previously noted, to determine the level of provision made to the allowance.

The provision for credit losses for the three months ended March 31, 2026 was $14.6 million as compared to $15.1 million for the three months ended December 31, 2025 and $26.8 million for the same period ended March 31, 2025.

The provision for credit losses for the three months ended June 30, 2026 was $17.4 million as compared to $14.6 million for the three months ended March 31, 2026.

Provision expense for each period was related to loans and reflected loan growth in the quarters, as well as the impact of updated economic assumptions.

The provision expense for the three months ended March 31, 2025 also reflected a provision expense of $15.6 million related to two specific credit relationships which migrated to nonperforming during the period.

For the six months ended June 30, 2026, our provision for credit losses was $32.1 million as compared to $38.7 million for the same period ended June 30, 2025.

Provision expense for each period reflected loan growth in the period, as well as the impact of updated economic assumptions, while the provision expense for the six months ended June 30, 2025 also reflected a provision expense of $15.6 million related to two specific credit relationships which migrated to nonperforming during the period.

NONINTEREST INCOME

1 unchanged sentence

Noninterest income also includes income on the sale of mortgage loans, income from the increase in cash surrender values of bank owned life insurance and gains (losses) from sales of securities.

For the three month period ended March 31, 2026, total noninterest income was $44.2 million, a decrease of approximately $7.5 million or 14.5%, compared to the three month period ended December 31, 2025 and a decrease of $2.0 million or 4.2%, as compared to the three months ended March 31, 2025.

The decrease for the three month period ended March 31, 2026 as compared to both prior comparative quarters is largely due to a $2.1 million Small Business Investment Company (“SBIC”) negative valuation adjustment recorded during the three months ended March 31, 2026.

During the prior sequential quarter, proceeds of $3.3 million in bank owned life insurance death benefits were recorded, which further contributed to the decrease between comparative periods.

For the three month period ended June 30, 2026, total noninterest income was $47.9 million, an increase of approximately $3.7 million or 8.5%, compared to the three month period ended March 31, 2026.

The increase for the three month period ended June 30, 2026 as compared to the preceding sequential quarter is largely due to a $2.1 million Small Business Investment Company (“SBIC”) negative valuation adjustment recorded during the three months ended March 31, 2026, coupled with $1.1 million in net positive SBIC valuation adjustments recorded during the three months ended June 30, 2026.

These adjustments are included in “Other income” in the table below.

Table 5 shows noninterest income for the three month periods ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively, as well as changes between periods.

Noninterest income for the six months ended June 30, 2026 increased by approximately $3.6 million or 4.1% as compared to the six months ended June 30, 2025.

While the individual line items were all relatively flat as compared to the same period in 2025, the increase was primarily due to a $1.7 million increase in wealth management fees related to strong performance and more favorable market conditions during the six months ended June 30, 2026.

Table 5 shows noninterest income for the three month periods ended June 30, 2026 and March 31, 2026 and the six months ended June 30, 2026 and 2025, respectively, as well as changes between periods.

Noninterest Income

Three Months Ended

March 31, December 31, March 31, Change from Quarter - Sequential Change from Quarter - Year-over-Year

Three Months Ended Six Months Ended

June 30, March 31, Change June 30, June 30, Change

(Dollars in thousands) 2026 2026 $ % 2026 2025 $ %

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Total noninterest income $ 47,939 $ 44,197 $ 3,742 8.5% $ 92,136 $ 88,509 $ 3,627 4.1%

Recurring fee income (total service charges, wealth management fees, debit and credit card fees) was $33.3 million, $33.2 million and $32.0 million for the three month periods ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

Recurring fee income (total service charges, wealth management fees, debit and credit card fees) was $33.1 million and $33.3 million for the three month periods ended June 30, 2026 and March 31, 2026, respectively, and was $66.4 million and $64.0 million for the six month periods ended June 30, 2026 and 2025, respectively.

NONINTEREST EXPENSE

Noninterest expense consists of salaries and employee benefits, occupancy, equipment, foreclosure losses and other expenses necessary for our operations.

Management remains committed to controlling the level of noninterest expense through the continued use of expense control measures.

Management remains committed to controlling the level of noninterest expense through the continued use of expense control measures and efficiency initiatives.

We utilize an extensive profit planning and reporting system involving all subsidiaries.

3 unchanged sentences

We also regularly monitor staffing levels at each subsidiary to ensure productivity and overhead are in line with existing workload requirements.

Noninterest expense was $140.7 million for the three month period ended March 31, 2026, as compared to noninterest expense of $139.9 million for the three month period ended December 31, 2025, representing an increase of $811,000, or 0.6%, as compared to the preceding quarter.

Adjusted noninterest expense, which excludes branch right sizing, early retirement program costs (for the three months ended March 31, 2026), FDIC special assessment (for the three months ended March 31, 2026), professional services (for the three months ended March 31, 2026), termination of vendor and software services (for the three months ended December 31, 2025), and loss on sale of an equipment finance business (for the three months ended December 31, 2025), for the three months ended March 31, 2026 was $140.6 million, an increase of $2.0 million as compared to the three months ended December 31, 2025.

Noninterest expense for the three months ended March 31, 2026 decreased by approximately $3.9 million or 2.7% as compared to the three months ended March 31, 2025.

Salaries and employee benefits expense increased $3.0 million during the three month period ended March 31, 2026 as compared to the preceding sequential quarter and increased $1.1 million during the three month period ended March 31, 2026 when compared to the same period in the prior year.

The increase as compared to the preceding sequential quarter primarily reflects a seasonal increase in payroll tax expense.

The increase as compared to the same period in the prior year is primarily due to employee merit increases over the comparative periods.

Deposit insurance expense for the three months ended March 31, 2026 as compared to the three months ended December 31, 2025 and three months ended March 31, 2025 decreased by $2.4 million and $3.1 million, respectively.

The decrease for the three months ended March 31, 2026 as compared to the prior periods is significantly attributable to a $2.0 million FDIC special assessment recapture recorded in the period.

Other noninterest expense decreased $388,000 during the three month period ended March 31, 2026 as compared to the preceding sequential quarter and decreased $3.6 million during the three month period ended March 31, 2025 when compared to the same period in the prior year.

While the variance in other noninterest expense on a sequential quarter basis is relatively flat, the decrease on a year over year basis for the three month period ended March 31, 2026 is primarily due to a $4.3 million charge related to a commercial customer deposit fraud event that was identified during the three month period ended March 31, 2025.

Table 6 below shows noninterest expense for the three month periods ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively, as well as changes between periods.

Noninterest expense was $147.7 million for the three month period ended June 30, 2026, as compared to noninterest expense of $140.7 million for the three month period ended March 31, 2026, representing an increase of $7.1 million, or 5.0%, as compared to the preceding quarter.

Adjusted noninterest expense, which excludes branch/real estate right sizing costs, severance/early retirement program costs, FDIC special assessment (for the three months ended March 31, 2026) and certain professional services (for the three months ended March 31, 2026), for the three months ended June 30, 2026 was $140.3 million, a decrease of $323,000 as compared to the three months ended March 31, 2026.

Noninterest expense for the six months ended June 30, 2026 increased by approximately $5.2 million or 1.9% as compared to the six months ended June 30, 2025.

Adjusted noninterest expense, which excludes branch/real estate right sizing costs, severance/early retirement program costs, FDIC special assessment (for the six months ended June 30, 2026) and certain professional services (for the six months ended June 30, 2026), increased $545,000, or 0.2%, as compared to the six months ended June 30, 2025.

Deposit insurance expense for the three and six months ended June 30, 2026 as compared to the three months ended March 31, 2026 and six months ended June 30, 2025 increased by $2.2 million and decreased by $3.6 million, respectively.

The variance for the three and six months ended June 30, 2026 as compared to the prior comparative periods is significantly attributable to a $2.0 million FDIC special assessment recapture recorded in the first quarter of 2026.

Occupancy expense for the three and six months ended June 30, 2026 as compared to the three months ended March 31, 2026 and six months ended June 30, 2025 increased by $2.5 million and $2.4 million, respectively.

The variance for the three and six months ended June 30, 2026 as compared to the prior comparative periods is significantly attributable to a $3.3 million lease contract surrender fee related to branch/real estate right sizing costs recorded in the three months ended June 30, 2026.

Other noninterest expense increased $2.2 million during the three month period ended June 30, 2026 as compared to the preceding sequential quarter and decreased $885,000 during the six month period ended June 30, 2026 when compared to the same period in the prior year.

The increase on a sequential quarter basis for the three month period ended June 30, 2026 is primarily due to a $2.3 million loss on sale of property related to branch/real estate right sizing costs during the three month period ended June 30, 2026, while a $4.3 million charge related to a commercial customer deposit fraud event that was identified during the six month period ended June 30, 2025 resulted in a negative variance during the comparative periods.

Table 6 below shows noninterest expense for the three month periods ended June 30, 2026 and March 31, 2026 and the six months ended June 30, 2026 and 2025, respectively, as well as changes between periods.

Noninterest Expense

Three Months Ended

March 31, December 31, March 31, Change from Quarter - Sequential Change from Quarter - Year-over-Year

Three Months Ended Six Months Ended

June 30, March 31, Change June 30, June 30, Change from Quarter - Year-over-Year

(Dollars in thousands) 2026 2026 $ % 2026 2025

13 unchanged sentences

Amortization of intangibles 3,097 3,097 — — 6,194 6,625 (431) (6.5)

Branch right sizing 531 85 994 446 * (463) (46.6)

Other 11,535 9,327 2,208 23.7 20,862 21,747 (885) (4.1)

Total noninterest expense $ 147,739 $ 140,673 $ 7,066 5.0% $ 288,412 $ 283,169 $ 5,243 1.9%

_________________________

*Not meaningful

INVESTMENTS AND SECURITIES

6 unchanged sentences

Our general policy is not to invest in derivative type investments or high-risk securities, except for collateralized MBS for which collection of principal and interest is not subordinated to significant superior rights held by others.

As of March 31, 2026, AFS investment securities and assets held in trading accounts were $3.15 billion and $14.5 million, respectively.

As of June 30, 2026, AFS investment securities and assets held in trading accounts were $3.08 billion and $14.5 million, respectively.

As of December 31, 2025, AFS and assets held in trading accounts were $3.27 billion and $11.7 million, respectively.

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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 of March 31, 2026, we had the ability to hold the securities classified as AFS for a period of time sufficient for a recovery of amortized cost and we believed the accounting standard of “more likely than not” has not been met regarding whether we would be required to sell any of the AFS securities before recovery of amortized cost.

As of March 31, 2026, the unrealized losses were largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased.

As of June 30, 2026, we had the ability to hold the securities classified as AFS for a period of time sufficient for a recovery of amortized cost and we believed the accounting standard of “more likely than not” has not been met regarding whether we would be required to sell any of the AFS securities before recovery of amortized cost.

As of June 30, 2026, the unrealized losses were largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased.

The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline.

Accordingly, as of March 31, 2026, we believed the declines in fair value are temporary and we did not believe any of the securities are impaired due to reasons of credit quality.

Accordingly, as of June 30, 2026, we believed the declines in fair value are temporary and we did not believe any of the securities are impaired due to reasons of credit quality.

The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments.

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Securities within these swap agreements have maturity dates varying between 2028 and 2029.

For the three months ended March 31, 2026, the net amount included in interest income on investment securities in the consolidated statements of income related to these swap agreements was $6.2 million.

For the six months ended June 30, 2026, the net amount included in interest income on investment securities in the consolidated statements of income related to these swap agreements was $12.6 million.

LOAN PORTFOLIO

Our loan portfolio averaged $17.66 billion and $16.92 billion during the first three months of 2026 and 2025, respectively.

As of March 31, 2026, total loans were $17.93 billion, an increase of $440.7 million from December 31, 2025.

The increase in the loan balance during the first three months of 2026 when compared to December 31, 2025 is primarily due to growth in the commercial real estate, commercial and industrial and mortgage warehouse portfolios over the comparative period, while we continued to focus on maintaining prudent underwriting standards and pricing discipline.

Our loan portfolio averaged $17.81 billion and $16.98 billion during the first six months of 2026 and 2025, respectively.

As of June 30, 2026, total loans were $18.06 billion, an increase of $570.2 million from December 31, 2025.

The increase in the loan balance during the first six months of 2026 when compared to December 31, 2025 is primarily due to growth in the commercial real estate, commercial and industrial and mortgage warehouse portfolios over the comparative period, while we continued to focus on maintaining prudent underwriting standards and pricing discipline.

The most significant components of the loan portfolio were loans to businesses (commercial loans, commercial real estate loans and agricultural loans) and individuals (consumer loans, credit card loans and single-family residential real estate loans).

7 unchanged sentences

Loan Portfolio

March 31, December 31,

June 30, December 31,

(In thousands) 2026 2025

12 unchanged sentences

Consumer loans consist of credit card loans and other consumer loans.

Consumer loans were $269.0 million at March 31, 2026, or 1.5% of total loans, compared to $291.2 million, or 1.7% of total loans at December 31, 2025.

The decrease in consumer loans from December 31, 2025, to March 31, 2026, was primarily due to loan payoffs and pay downs within both the credit card and other consumer portfolios during the period.

Consumer loans were $273.3 million at June 30, 2026, or 1.5% of total loans, compared to $291.2 million, or 1.7% of total loans at December 31, 2025.

The decrease in consumer loans from December 31, 2025, to June 30, 2026, was primarily due to loan payoffs and pay downs within both the credit card and other consumer portfolios during the period.

Real estate loans consist of construction and development loans (“C&D”) loans, single-family residential loans and commercial real estate (“CRE”) loans.

Real estate loans were $13.95 billion at March 31, 2026, or 77.8% of total loans, compared to $13.77 billion, or 78.7%, of total loans at December 31, 2025, an increase of $181.4 million, or 1.3%.

Real estate loans were $13.97 billion at June 30, 2026, or 77.3% of total loans, compared to $13.77 billion, or 78.7%, of total loans at December 31, 2025, an increase of $199.5 million, or 1.4%.

Our C&D loans decreased by $296.2 million, or 10.3%, while single family residential loans decreased by $43.2 million, or 1.7%, and CRE loans increased by $538.8 million, or 6.5%.

The changes among our real estate portfolio reflected our focus on maintaining conservative underwriting standards and structure guidelines while emphasizing prudent pricing discipline during the first three months of 2026.

We expect to continue to manage our C&D and CRE portfolio concentration by developing deeper relationships with our customers.

Commercial loans consist of non-real estate loans related to business and agricultural loans.

Total commercial loans were $2.85 billion at March 31, 2026, or 15.9% of total loans, compared to $2.69 billion, or 15.4% of total loans at December 31, 2025, an increase of $166.3 million, or 6.2%.

The increase in commercial loans was largely related to the increase in commercial and industrial loans of $139.1 million, or 5.8%.

Total commercial loans were $2.94 billion at June 30, 2026, or 16.3% of total loans, compared to $2.69 billion, or 15.4% of total loans at December 31, 2025, an increase of $254.5 million, or 9.5%.

The increase in commercial loans was related to both the increase in commercial and industrial loans of $134.3 million, or 5.6% and increase in agricultural loans of $120.2 million, or 39.2%, primarily due to seasonality of the portfolio, which normally peaks in the third quarter.

Other loans mainly consist of mortgage warehouse lending and municipal loans.

Mortgage volume experienced an increase in demand during the first three months of 2026 as compared to December 31, 2025, leading to an increase of $115.2 million in other loans.

Our commercial loan pipeline consisting of all commercial loan opportunities was $1.56 billion at March 31, 2026 compared to $1.54 billion at December 31, 2025.

Mortgage volume experienced an increase in demand during the first six months of 2026 as compared to December 31, 2025, leading to an increase of $134.2 million in other loans.

Our commercial loan pipeline consisting of all commercial loan opportunities was $1.43 billion at June 30, 2026 compared to $1.54 billion at December 31, 2025.

Commercial loans approved and ready to close at the end of the quarter totaled $373.9 million.

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The credit card recovery group pursues account holders until it is determined, on a case-by-case basis, to be uncollectible.

Total nonperforming assets increased $29.5 million from December 31, 2025 to March 31, 2026.

Nonaccrual loans increased by $29.4 million from December 31, 2025 and foreclosed assets held for sale and other real estate owned increased $466,000 as compared to December 31, 2025.

The increase in nonaccrual loans was primarily due to a single real estate construction relationship totaling $26.9 million that is well collateralized and that management believes has limited loss content.

Total nonperforming assets increased $52.1 million from December 31, 2025 to June 30, 2026.

Nonaccrual loans increased by $53.5 million from December 31, 2025 and foreclosed assets held for sale and other real estate owned decreased $929,000 as compared to December 31, 2025.

The increase in nonaccrual loans was primarily due to a single real estate construction relationship totaling approximately $44.0 million.

From time to time, certain borrowers experience declines in income and cash flow.

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We primarily use interest rate reduction and/or payment modifications or extensions, with an occasional forgiveness of principal.

There were four loan modifications granted to borrowers experiencing financial difficulty during the three month period ended March 31, 2026.

Such modifications included interest rate reductions and/or term extensions and had a total period-end amortized cost basis of $2.5 million at March 31, 2026.

The allowance for credit losses as a percent of total loans was 1.28% as of March 31, 2026.

There were five loan modifications granted to borrowers experiencing financial difficulty during the six month period ended June 30, 2026.

Such modifications included interest rate reductions and/or term extensions and had a total period-end amortized cost basis of $2.6 million at June 30, 2026.

The allowance for credit losses as a percent of total loans was 1.32% as of June 30, 2026.

Nonperforming loans equaled 0.92% of total loans.

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The allowance for credit losses was 143% of nonperforming loans.

Our annualized net charge-offs to average total loans ratio for the first three months of 2026 was 0.21%.

Annualized net credit card charge-offs to average total credit card loans were 2.81% for the first three months of 2026, compared to 2.95% during the full year 2025, and 122 basis points better than the most recently published industry average charge-off ratio as reported by the Federal Reserve for all banks.

Our annualized net charge-offs to average total loans ratio for the first six months of 2026 was 0.21%.

Annualized net credit card charge-offs to average total credit card loans were 2.69% for the first six months of 2026, compared to 2.95% during the full year 2025, and 132 basis points better than the most recently published industry average charge-off ratio as reported by the Federal Reserve for all banks.

Table 8 presents information concerning nonperforming assets, including nonaccrual loans at amortized cost and foreclosed assets held for sale.

Nonperforming Assets

March 31, December 31, March 31,

June 30, December 31, June 30,

(Dollars in thousands) 2026 2025 2025

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_______________________________________

(1) Includes nonaccrual FDMs of approximately $935,000 and $853,000 at March 31, 2026 and December 31, 2025, respectively.

The interest income on nonaccrual loans is not considered material for the three month periods ended March 31, 2026 and 2025.

(1) Includes nonaccrual FDMs of approximately $908,000 and $853,000 at June 30, 2026 and December 31, 2025, respectively.

The interest income on nonaccrual loans is not considered material for the three and six month periods ended June 30, 2026 and 2025.

ALLOWANCE FOR CREDIT LOSSES

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Provision for credit losses 32,056 38,742

Balance, March 31, $ 229,908 $ 252,168

Balance, June 30, $ 238,227 $ 253,537

Loans charged off:

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Provision for Credit Losses

The amount of provision added to or released from the allowance during the three months ended March 31, 2026 and 2025, and for the year ended December 31, 2025, was based on management’s judgment, with consideration given to the composition and asset quality of the portfolio, historical loan loss experience, and assessment of current and expected economic forecasts and conditions.

The amount of provision added to or released from the allowance during the three and six months ended June 30, 2026 and 2025, and for the year ended December 31, 2025, was based on management’s judgment, with consideration given to the composition and asset quality of the portfolio, historical loan loss experience, and assessment of current and expected economic forecasts and conditions.

It is management’s practice to review the allowance on a monthly basis, and after considering the factors previously noted, to determine the level of provision made to the allowance.

Allowance for Credit Losses Allocation

As of March 31, 2026, the allowance for credit losses reflected an increase of approximately $5.5 million from December 31, 2025, while total loans increased by $440.7 million over the same three month period.

As of June 30, 2026, the allowance for credit losses reflected an increase of approximately $13.9 million from December 31, 2025, while total loans increased by $570.2 million over the same six month period.

The allocation in each category within the allowance generally reflects the overall changes in the loan portfolio mix.

The increase in the allowance for credit losses during the first three months of 2026 was primarily due to the impact of loan growth and updated economic assumptions during the period.

Our allowance for credit losses at March 31, 2026 was considered appropriate given the current economic environment and other related factors.

The increase in the allowance for credit losses during the first six months of 2026 was primarily due to the impact of loan growth and updated economic assumptions during the period.

Our allowance for credit losses at June 30, 2026 was considered appropriate given the current economic environment and other related factors.

The following table sets forth the sum of the amounts of the allowance for credit losses attributable to individual loans within each category, or loan categories in general.

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Allocation of Allowance for Credit Losses

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(Dollars in thousands) Allowance

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(1) Percentage of loans in each category to total loans.

Deposits are our primary source of funding for earning assets and are primarily developed through our network of 221 financial centers as of March 31, 2026.

Deposits are our primary source of funding for earning assets and are primarily developed through our network of approximately 220 financial centers as of June 30, 2026.

We offer a variety of products designed to attract and retain customers with a continuing focus on developing core deposits.

Our core deposits consist of all deposits excluding time deposits of $250,000 or more and brokered deposits.

As of March 31, 2026, core deposits comprised 83.5% of our total deposits.

As of June 30, 2026, core deposits comprised 83.8% of our total deposits.

We continually monitor the funding requirements along with competitive interest rates in the markets we serve.

Because of our community banking philosophy, our executives in the local markets, with oversight by the Chief Deposit Officer, Asset Liability Committee and the Bank’s Treasury Department, establish the interest rates offered on both core and non-core deposits.

Because of our community banking philosophy, our executives in the local markets, with oversight by the Asset Liability Committee and the Bank’s Treasury Department, establish the interest rates offered on both core and non-core deposits.

This approach helps ensure that the interest rates being paid are competitively priced for each particular deposit product and structured to meet the funding requirements.

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We are continually monitoring and looking for opportunities to fairly reprice our deposits while remaining competitive in this current challenging rate environment.

Our total deposits as of March 31, 2026, were $20.20 billion, compared to $20.18 billion as of December 31, 2025.

Noninterest bearing transaction accounts, interest bearing transaction accounts and savings accounts totaled $15.60 billion at March 31, 2026, compared to $15.47 billion at December 31, 2025, an increase of $130.3 million.

Total time deposits decreased $111.6 million to $4.60 billion at March 31, 2026, from $4.71 billion at December 31, 2025.

We had $1.91 billion and $1.89 billion of brokered deposits at March 31, 2026, and December 31, 2025, respectively.

Our total deposits as of June 30, 2026, were $19.73 billion, compared to $20.18 billion as of December 31, 2025.

Noninterest bearing transaction accounts, interest bearing transaction accounts and savings accounts totaled $15.48 billion at June 30, 2026, compared to $15.47 billion at December 31, 2025, an increase of $12.4 million.

Total time deposits decreased $468.3 million to $4.24 billion at June 30, 2026, from $4.71 billion at December 31, 2025.

We had $1.81 billion and $1.89 billion of brokered deposits at June 30, 2026, and December 31, 2025, respectively.

We are continuing to refine our product offerings to give customers flexibility of choice while maintaining the ability to adjust interest rates timely in the current rate environment.

Table 11 reflects the classification of the average deposits and the average rate paid on each deposit category which is in excess of 10 percent of average total deposits for the three months ended March 31, 2026 and the year ended December 31, 2025.

Table 11 reflects the classification of the average deposits and the average rate paid on each deposit category which is in excess of 10 percent of average total deposits for the six months ended June 30, 2026 and the year ended December 31, 2025.

Average Deposit Balances and Rates

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(Dollars in thousands) Average Amount Average Rate Paid Average Amount Average Rate Paid

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OTHER BORROWINGS AND SUBORDINATED NOTES AND DEBENTURES

Our total debt was $762.5 million and $620.0 million at March 31, 2026 and December 31, 2025, respectively.

The outstanding balance for March 31, 2026 includes $431.6 million in FHLB advances;

Our total debt was $1.25 billion and $620.0 million at June 30, 2026 and December 31, 2025, respectively.

The outstanding balance for June 30, 2026 includes $926.5 million in FHLB advances;

$312.0 million in subordinated notes and unamortized debt issuance costs;

and $14.7 million of other long-term debt.

FHLB advances outstanding at March 31, 2026 are primarily whole loan advances, which are due less than one year from origination and therefore are classified as short-term advances.

FHLB advances outstanding at June 30, 2026 are primarily overnight advances, which are due less than one year from origination and therefore are classified as short-term advances.

The increase in FHLB advances during the comparative period is primarily due to favorable pricing relative to brokered deposits.

In September 2025, we issued $325.0 million in aggregate principal amount of 2025 Notes at a public offering price equal to 100% of the aggregate principal amount of the 2025 Notes.

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For information about the regulatory capital treatment of the 2025 Notes, see the section “ Capital—Risk-Based Capital .”

At March 31, 2026, total capital was $3.44 billion.

At June 30, 2026, total capital was $3.48 billion.

Capital represents shareholder ownership in the Company – the book value of assets in excess of liabilities.

At March 31, 2026, our common equity to asset ratio was 13.92% compared to 13.93% at year-end 2025.

At June 30, 2026, our common equity to asset ratio was 14.05% compared to 13.93% at year-end 2025.

Capital Stock

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

As of March 31, 2026 and December 31, 2025, there were no shares of preferred stock issued or outstanding.

As of June 30, 2026 and December 31, 2025, there were no shares of preferred stock issued or outstanding.

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

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We anticipate 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 the three month periods ended March 31, 2026 and 2025.

During the three and six month periods ended June 30, 2026, the Company repurchased 662,082 shares at an average price of $21.52 per share under the 2026 Program.

No shares were repurchased during the three and six month periods ended June 30, 2025.

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

Cash Dividends

We declared cash dividends on our common stock of $0.2150 per share for the first three months of 2026 compared to $0.2125 per share for the first three months of 2025, an increase of $0.0025, or 1%.

We declared cash dividends on our common stock of $0.43 per share for the first six months of 2026 compared to $0.425 per share for the first six months of 2025, an increase of $0.005, or 1%.

The timing and amount of future dividends are at the discretion of our Board of Directors and will depend upon our consolidated earnings, financial condition, liquidity and capital requirements, the amount of cash dividends paid to us by our subsidiaries, applicable government regulations and policies and other factors considered relevant by our Board of Directors.

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Quantitative measures established by regulation to ensure capital adequacy require us 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).

Management believes that, as of March 31, 2026, we met all capital adequacy requirements to which we are subject.

Management believes that, as of June 30, 2026, we met all capital adequacy requirements to which we are subject.

As of the most recent notification from regulatory agencies, Simmons Bank was well capitalized under the regulatory framework for prompt corrective action.

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There are no conditions or events since that notification that management believes have changed the bank’s categories.

The Company’s risk-based capital ratios at March 31, 2026 and December 31, 2025 are presented in Table 12 below:

The Company’s risk-based capital ratios at June 30, 2026 and December 31, 2025 are presented in Table 12 below:

Risk-Based Capital

March 31, December 31,

June 30, December 31,

(Dollars in thousands) 2026 2025

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The rules also raised the minimum ratio of Tier 1 capital to risk-weighted assets to 6.0% and require a minimum leverage ratio of 4.0%.

Qualifying subordinated debt of $315.7 million and $317.7 million is included as Tier 2 and total capital of the Company for periods ended March 31, 2026 and December 31, 2025, respectively.

Qualifying subordinated debt of $312.0 million and $317.7 million is included as Tier 2 and total capital of the Company for periods ended June 30, 2026 and December 31, 2025, respectively.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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developments in information technology affecting the financial industry, including but not limited to artificial intelligence;

cyber threats, attacks or events, including at third parties on which we rely for key services;

cyber threats, attacks or events, including at third parties on which the Company relies for key services;

the ability to collect amounts due under loan agreements;

2 unchanged sentences

the costs of evaluating possible acquisitions and the risks inherent in integrating acquisitions;

possible adverse rulings, judgments, settlements, fines and other outcomes of pending or future litigation or government actions;

possible adverse rulings, judgments, settlements, fines and other outcomes of pending or future litigation

or government actions;

changes in tariff policies;

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the loss of key employees;

fraud that results in material losses or that we have not discovered yet that may result in material losses;

fraud that results in material losses or that the Company has not discovered yet that may result in material losses;

increased unemployment;

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the effects of government legislation, including tax rules and regulations or changes or interpretations thereof;

elsewhere, including institutions operating regionally, nationally, and internationally, together with such competitors offering banking products and services by mail, cell-phone/tablet, telephone, computer and the internet;

the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, and other financial institutions operating in the Company’s market area and elsewhere, including institutions operating regionally, nationally, and internationally, together with such competitors offering banking products and services by mail, cell-phone/tablet, telephone, computer and the internet;

the failure of assumptions underlying the establishment of reserves for possible credit losses, fair value for loans, other real estate owned and other cautionary statements set forth elsewhere in this report.

Additional information on factors that might cause the Company’s results to differ materially from those disclosed in the forward-looking statements is included in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this quarterly report, the Company’s annual report on Form 10-K for the year ended December 31, 2025, and related disclosures in other filings with the SEC, which are available on the SEC’s website at www.sec.gov.

Many of these factors are beyond our ability to predict or control, and actual results could differ materially from those projected in or contemplated by the forward-looking statements due to these factors and others.

In addition, as a result of these and other factors, our past financial performance should not be relied upon as an indication of future performance.

Many of these factors are beyond the Company’s ability to predict or control, and actual results could differ materially from those projected in or contemplated by the forward-looking statements due to these factors and others.

In addition, as a result of these and other factors, the Company’s past financial performance should not be relied upon as an indication of future performance.

Further, there can be no guarantee that the Board of Directors of the Company will approve a quarterly dividend in future quarters, and the timing, payment and amount of future dividends (if any) is subject to, among other things, the discretion of the Company’s Board of Directors and may differ significantly from past dividends.

We believe the assumptions and expectations that underlie or are reflected in our forward-looking statements are reasonable, based on information available to us on the date hereof.

However, given the described uncertainties and risks, we cannot guarantee our future performance or results of operations or whether our future performance will differ materially from the performance reflected in or implied by our forward-looking statements, and you should not place undue reliance on these forward-looking statements.

Any forward-looking statement speaks only as of the date hereof, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and all written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this section.

The Company believes the assumptions and expectations that underlie or are reflected in its forward-looking statements are reasonable, based on information available to it on the date hereof.

However, given the described uncertainties and risks, the Company cannot guarantee its future performance or results of operations or whether our future performance will differ materially from the performance reflected in or implied by its forward-looking statements, and readers should not place undue reliance on these forward-looking statements.

Any forward-looking statement speaks only as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and all written or oral forward-looking statements attributable to the Company are expressly qualified in their entirety by this section.

GAAP RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

The tables below present computations of adjusted earnings (net income excluding certain items {net branch right sizing costs, FDIC special assessment, termination of vendor and software services, early retirement program costs, professional services, loss on sale of equipment finance business and tax effect}) (non-GAAP), and adjusted diluted earnings per share (non-GAAP) as well as a computation of tangible book value per share (non-GAAP), tangible common equity to tangible assets (non-GAAP), and adjusted noninterest expense (non-GAAP).

The tables below present computations of adjusted earnings (net income excluding certain items {net branch/real estate rightsizing costs, FDIC special assessment, severance/early retirement program costs, certain professional services, and tax effect}) (non-GAAP), and adjusted diluted earnings per share (non-GAAP) as well as a computation of tangible book value per share (non-GAAP), tangible common equity to tangible assets (non-GAAP), and adjusted noninterest expense (non-GAAP).

Adjusted items are included in financial results presented in accordance with generally accepted accounting principles (US GAAP).

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• Investor presentations of Company performance

We have $1.402 billion and $1.405 billion total goodwill and other intangible assets for the periods ended March 31, 2026 and December 31, 2025, respectively.

We have $1.399 billion and $1.405 billion total goodwill and other intangible assets for the periods ended June 30, 2026 and December 31, 2025, respectively.

Because our acquisition strategy has resulted in a high level of intangible assets, management believes useful calculations include tangible book value per share (non-GAAP) and tangible common equity to tangible assets (non-GAAP).

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Reconciliation of Adjusted Earnings (non-GAAP)

Three Months Ended

March 31, December 31, March 31,

Three Months Ended Six Months Ended

June 30, March 31, June 30, June 30,

(In thousands, except per share data) 2026 2026 2026 2025

1 unchanged sentence

Certain items:

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

FDIC Special Assessment — (1,984) (1,984) —

Professional services 1,200 — —

Early retirement program 283 — —

Termination of vendor and software services — 12 —

Branch right sizing (net) 531 85 994

Certain professional services — 1,200 1,200 —

Severance/early retirement program costs 1,320 283 1,603 1,594

Branch/real estate rightsizing costs, net 6,099 531 6,630 1,157

Tax effect (1)

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Certain items:

Loss on sale of equipment finance business — 0.01 —

FDIC Special Assessment — (0.01) (0.01) —

Professional services 0.01 — —

Early retirement program — — —

Termination of vendor and software services — — —

Branch right sizing (net) — — —

Certain professional services — 0.01 0.01 —

Severance/early retirement program costs 0.01 — 0.01 0.01

Branch/real estate rightsizing costs, net 0.04 — 0.04 0.01

Tax effect (1)

(0.01) — (0.01) —

Certain items, net of tax 0.04 — 0.04 0.02

5 unchanged sentences

Reconciliations of Adjusted Noninterest Expense (non-GAAP)

Three Months Ended

March 31, December 31, March 31,

Three Months Ended Six Months Ended

June 30, March 31, June 30, June 30,

(In thousands) 2026 2026 2026 2025

1 unchanged sentence

Certain items:

Early retirement program (283) — —

Termination of vendor and software services — (12) —

Severance/early retirement program costs (1,320) (283) (1,603) (1,594)

FDIC Special Assessment — 1,984 1,984 —

Professional services (1,200) — —

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

Branch right sizing (531) (85) (994)

Certain professional services — (1,200) (1,200) —

Branch/real estate rightsizing costs (6,099) (531) (6,630) (1,157)

Total certain items (7,419) (30) (7,449) (2,751)

2 unchanged sentences

Reconciliation of Tangible Book Value per Share (non-GAAP)

March 31, December 31,

June 30, December 31,

(In thousands, except per share data) 2026 2025

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Reconciliation of Tangible Common Equity and the Ratio of Tangible Common Equity to Tangible Assets (non-GAAP)

March 31, December 31,

June 30, December 31,

(Dollars in thousands) 2026 2025

14 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis