What changed in this filing

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Item 1. Financial Statements

2026-10-22 compared with 2026-07-23 · 113 added, 126 removed, 668 unchanged (26% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS - UNAUDITED

(in thousands except share data) June 30, 2026 December 31, 2025

(in thousands except share data) September 30, 2026 December 31, 2025

Cash and due from banks $ 195,086 $ 201,315

27 unchanged sentences

Authorized shares - 10,000,000

Issued shares - 300,000 at June 30, 2026 and December 31, 2025

Issued shares - 300,000 at September 30, 2026 and December 31, 2025

300,000 300,000

1 unchanged sentence

Authorized shares - 100,000,000

Issued shares - 52,012,706 and 51,786,456 at June 30, 2026 and December 31, 2025, respectively

Issued shares - 52,023,856 and 51,786,456 at September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,086,246 1,074,496

Retained earnings 3,040,853 2,808,645

Treasury stock - 8,542,539 and 7,532,768 shares at cost at June 30, 2026 and December 31, 2025, respectively

Treasury stock - 9,594,199 and 7,532,768 shares at cost at September 30, 2026 and December 31, 2025, respectively

( 689,410 ) ( 487,692 )

6 unchanged sentences

COMPREHENSIVE INCOME - UNAUDITED

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands except per share data) 2026 2025 2026 2025

46 unchanged sentences

( 151,739 ) 28,707 ( 186,034 ) 98,883

Comprehensive income $ 72,807 $ 100,559 $ 124,441 $ 194,551

Comprehensive income/(loss) $ ( 48,034 ) $ 133,917 $ 76,407 $ 328,468

Basic earnings per common share

7 unchanged sentences

Paid-in Retained Comprehensive

(in thousands except share data) Shares Amount Shares Amount Capital Earnings Shares Amount Income/(Loss) Total

Balance at March 31, 2025 300,000 $ 300,000 51,707,542 $ 517 $ 1,060,028 $ 2,538,385 ( 5,682,609 ) $ ( 332,994 ) $ ( 136,162 ) $ 3,429,774

(in thousands except share and per share data) Shares Amount Shares Amount Capital Earnings Shares Amount Income/(Loss) Total

Balance at June 30, 2025 300,000 $ 300,000 51,747,305 $ 517 $ 1,065,083 $ 2,611,401 ( 6,000,469 ) $ ( 354,000 ) $ ( 112,931 ) $ 3,510,070

Comprehensive income/(loss):

6 unchanged sentences

Repurchase of common stock — — — — — — ( 87,087 ) ( 7,076 ) — ( 7,076 )

Balance at September 30, 2025 300,000 $ 300,000 51,767,419 $ 518 $ 1,069,582 $ 2,712,298 ( 6,087,556 ) $ ( 361,076 ) $ ( 84,224 ) $ 3,637,098

Balance at June 30, 2026 300,000 $ 300,000 52,012,706 $ 520 $ 1,082,419 $ 2,950,049 ( 8,542,539 ) $ ( 586,401 ) $ ( 98,880 ) $ 3,647,707

Balance at March 31, 2026 300,000 $ 300,000 51,974,496 $ 520 $ 1,077,139 $ 2,878,120 ( 8,303,191 ) $ ( 562,833 ) $ ( 86,739 ) $ 3,606,207

Comprehensive income/(loss):

1 unchanged sentence

Change in other comprehensive income/(loss), net of taxes — — — — — — — — ( 151,739 ) ( 151,739 )

Total comprehensive income 72,807

Total comprehensive loss ( 48,034 )

Common stock dividends ($ 0.20 per share)

4 unchanged sentences

Repurchase of common stock — — — — — — ( 1,051,660 ) ( 103,009 ) — ( 103,009 )

Balance at June 30, 2026 300,000 $ 300,000 52,012,706 $ 520 $ 1,082,419 $ 2,950,049 ( 8,542,539 ) $ ( 586,401 ) $ ( 98,880 ) $ 3,647,707

Balance at September 30, 2026 300,000 $ 300,000 52,023,856 $ 520 $ 1,086,246 $ 3,040,853 ( 9,594,199 ) $ ( 689,410 ) $ ( 250,619 ) $ 3,487,590

See accompanying notes to consolidated financial statements.

3 unchanged sentences

Paid-in Retained Comprehensive

(in thousands except share data) Shares Amount Shares Amount Capital Earnings Shares Amount Income/(Loss) Total

(in thousands except share and per share data) Shares Amount Shares Amount Capital Earnings Shares Amount Income/(Loss) Total

Balance at December 31, 2024 (audited)

11 unchanged sentences

Repurchase of common stock — — — — — — ( 801,053 ) ( 59,234 ) — ( 59,234 )

Balance at June 30, 2025 300,000 $ 300,000 51,747,305 $ 517 $ 1,065,083 $ 2,611,401 ( 6,000,469 ) $ ( 354,000 ) $ ( 112,931 ) $ 3,510,070

Balance at September 30, 2025 300,000 $ 300,000 51,767,419 $ 518 $ 1,069,582 $ 2,712,298 ( 6,087,556 ) $ ( 361,076 ) $ ( 84,224 ) $ 3,637,098

Balance at December 31, 2025 (audited)

10 unchanged sentences

Repurchase of common stock — — — — — — ( 2,061,431 ) ( 201,718 ) — ( 201,718 )

Balance at June 30, 2026 300,000 $ 300,000 52,012,706 $ 520 $ 1,082,419 $ 2,950,049 ( 8,542,539 ) $ ( 586,401 ) $ ( 98,880 ) $ 3,647,707

Balance at September 30, 2026 300,000 $ 300,000 52,023,856 $ 520 $ 1,086,246 $ 3,040,853 ( 9,594,199 ) $ ( 689,410 ) $ ( 250,619 ) $ 3,487,590

See accompanying notes to consolidated financial statements.

TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

Nine Months Ended September 30,

(in thousands) 2026 2025

9 unchanged sentences

Stock-based compensation expense 35,125 28,614

Proceeds from sales and repayments of loans held for sale 21,333 —

Sales/(purchases) of loans held for sale, net ( 2,982 ) —

Changes in operating assets and liabilities:

57 unchanged sentences

The following table presents the computation of basic and diluted earnings per share:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands except share and per share data) 2026 2025 2026 2025

16 unchanged sentences

Losses Estimated

June 30, 2026

September 30, 2026

Available-for-sale debt securities:

26 unchanged sentences

Total debt and equity securities(2)

(1) Excludes accrued interest receivable of $ 15.6 million and $ 16.1 million at June 30, 2026 and December 31, 2025, respectively, related to available-for-sale debt securities and $ 1.1 million and $ 1.2 million at June 30, 2026 and December 31, 2025, respectively, related to held-to-maturity debt securities that is recorded in accrued interest receivable and other assets on the consolidated balance sheets.

(1) Excludes accrued interest receivable of $ 17.6 million and $ 16.1 million at September 30, 2026 and December 31, 2025, respectively, related to available-for-sale debt securities and $ 1.1 million and $ 1.2 million at September 30, 2026 and December 31, 2025, respectively, related to held-to-maturity debt securities that is recorded in accrued interest receivable and other assets on the consolidated balance sheets.

(2) Includes available-for-sale debt securities, equity securities and trading debt securities at estimated fair value and held-to-maturity debt securities at amortized cost.

Debt Securities

The amortized cost and estimated fair value as of June 30, 2026, excluding accrued interest receivable, of available-for-sale and held-to-maturity debt securities are presented below by contractual maturity.

The amortized cost and estimated fair value as of September 30, 2026, excluding accrued interest receivable, of available-for-sale and held-to-maturity debt securities are presented below by contractual maturity.

Actual maturities may differ from contractual maturities of mortgage-backed securities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.

6 unchanged sentences

Total $ 4,343,134 $ 4,095,855 $ 672,881 $ 575,384

The table below presents the weighted average yields for the Company’s available-for-sale debt securities as of June 30, 2026.

The table below presents the weighted average yields for the Company’s available-for-sale debt securities as of September 30, 2026.

Weighted average yields are calculated based on amortized cost on a tax-exempt basis assuming a 21% federal tax rate, where applicable.

9 unchanged sentences

(in thousands) Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss

June 30, 2026

September 30, 2026

Residential mortgage-backed securities $ 2,912,259 $ ( 114,687 ) $ 667,046 $ ( 119,534 ) $ 3,579,305 $ ( 234,221 )

10 unchanged sentences

Total $ 203,193 $ ( 97 ) $ 945,019 $ ( 91,979 ) $ 1,148,212 $ ( 92,076 )

At June 30, 2026, the Company had 45 available-for-sale debt securities in an unrealized loss position, comprised of 38 residential mortgage-backed securities, five commercial mortgage-backed securities and two credit risk transfer securities.

At September 30, 2026, the Company had 92 available-for-sale debt securities in an unrealized loss position, comprised of 83 residential mortgage-backed securities, seven commercial mortgage-backed securities and two credit risk transfer securities.

The unrealized losses on the available-for-sale debt securities were the result of changes in market interest rates compared to the date the securities were acquired rather than the credit quality of the issuers or underlying loans.

1 unchanged sentence

Held-to-maturity debt securities consist of government guaranteed securities for which no loss is expected.

At June 30, 2026 and December 31, 2025, no allowance for credit losses was established for available-for-sale or held-to-maturity debt securities.

At June 30, 2026 and December 31, 2025, debt securities with carrying values of approximately $ 876,000 and $ 937,000 , respectively, were pledged to secure certain customer deposits.

At September 30, 2026 and December 31, 2025, no allowance for credit losses was established for available-for-sale or held-to-maturity debt securities.

At September 30, 2026 and December 31, 2025, debt securities with carrying values of approximately $ 820,000 and $ 937,000 , respectively, were pledged to secure certain customer deposits.

Equi ty Securities

The following is a summary of unrealized and realized gains/(losses) recognized on equity securities included in other non-interest income on the consolidated statements of income and other comprehensive income:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2026 2025 2026 2025

4 unchanged sentences

Loans are summarized by portfolio segment as follows:

(in thousands) June 30, 2026 December 31, 2025

(in thousands) September 30, 2026 December 31, 2025

Loans held for investment(1)(2):

6 unchanged sentences

Total loans held for investment, net $ 23,812,657 $ 23,769,645

(1) Excludes accrued interest receivable of $ 110.7 million and $ 107.3 million at June 30, 2026 and December 31, 2025, respectively, that is recorded in accrued interest receivable and other assets on the consolidated balance sheets.

(2) Loans are presented net of deferred loan fees and costs totaling $ 106.9 million and $ 106.8 million at June 30, 2026 and December 31, 2025, respectively.

(1) Excludes accrued interest receivable of $ 106.9 million and $ 107.3 million at September 30, 2026 and December 31, 2025, respectively, that is recorded in accrued interest receivable and other assets on the consolidated balance sheets.

(2) Loans are presented net of deferred loan fees and costs totaling $ 108.0 million and $ 106.8 million at September 30, 2026 and December 31, 2025, respectively.

The following tables summarize loans held for investment by year of origination and internally assigned credit grades:

1 unchanged sentence

and prior Revolving lines of credit Revolving lines of credit converted to term loans Total

June 30, 2026

September 30, 2026

(1-7) Pass $ 1,792,251 $ 1,586,431 $ 819,811 $ 513,166 $ 497,666 $ 145,659 $ 7,534,860 $ 11,601 $ 12,901,445

53 unchanged sentences

Finance Commercial Real Estate Consumer Total

Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

Beginning balance $ 202,029 $ 6,221 $ 60,559 $ 1,748 $ 270,557

4 unchanged sentences

Ending balance $ 235,826 $ 3,384 $ 29,359 $ 1,764 $ 270,333

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Beginning balance $ 198,423 $ 2,755 $ 68,825 $ 1,706 $ 271,709

4 unchanged sentences

Ending balance $ 197,537 $ 8,699 $ 66,001 $ 1,789 $ 274,026

The Company recorded a $ 31.2 million provision for credit losses on loans for the six months ended June 30, 2026, compared to $ 28.7 million for the same period of 2025.

The $ 31.2 million provision for credit losses on loans resulted primarily from an increase in criticized loans and $ 33.4 million in net charge-offs recorded during the six months ended June 30, 2026.

Criticized loans totaled $ 696.3 million at June 30, 2026, compared to $ 634.9 million at December 31, 2025.

The Company recorded a $ 47.8 million provision for credit losses on loans for the nine months ended September 30, 2026, compared to $ 38.8 million for the same period of 2025.

The $ 47.8 million provision for credit losses on loans resulted primarily from an increase in criticized loans and $ 48.0 million in net charge-offs recorded during the nine months ended September 30, 2026.

Criticized loans totaled $ 782.4 million at September 30, 2026, compared to $ 634.9 million at December 31, 2025.

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral.

At June 30, 2026, the Company had $ 29.5 million in collateral-dependent commercial loans, collateralized by business assets, and $ 38.6 million in collateral-dependent commercial real estate loans, collateralized by real estate.

At September 30, 2026, the Company had $ 25.7 million in collateral-dependent commercial loans, collateralized by business assets, and $ 39.4 million in collateral-dependent commercial real estate loans, collateralized by real estate.

The table below provides an age analysis of loans held for investment:

3 unchanged sentences

Due Non-accrual(1) Current Total Non-accrual With No Allowance

June 30, 2026

September 30, 2026

Commercial $ 1,576 $ 21,888 $ 52,807 $ 76,271 $ 82,845 $ 13,269,212 $ 13,428,328 $ 13,324

3 unchanged sentences

Total $ 5,386 $ 23,003 $ 53,207 $ 81,596 $ 122,337 $ 23,879,057 $ 24,082,990 $ 31,824

(1) As of June 30, 2026, $ 450,000 of non-accrual loans were earning interest income on a cash basis compared to $ 470,000 as of December 31, 2025.

Additionally, $ 106,000 interest income was recognized on non-accrual loans for the six months ended June 30, 2026 compared to $ 630,000 recognized for the same period in 2025.

Accrued interest of $ 5.1 million and $ 919,000 was reversed during the six months ended June 30, 2026 and June 30, 2025, respectively.

(1) As of September 30, 2026, $ 676,000 of non-accrual loans were earning interest income on a cash basis compared to $ 470,000 as of December 31, 2025.

Additionally, $ 175,000 interest income was recognized on non-accrual loans for the nine months ended September 30, 2026 compared to $ 630,000 recognized for the same period in 2025.

Accrued interest of $ 6.2 million and $ 1.5 million was reversed during the nine months ended September 30, 2026 and September 30, 2025, respectively.

Modifications to Borrowers Experiencing Financial Difficulty

The table below details loans held for investment made to borrowers experiencing financial difficulty that were modified during the three and six months ended June 30, 2026 and June 30, 2025, by type of modification granted and the financial effect of those modifications:

The table below details loans held for investment made to borrowers experiencing financial difficulty that were modified during the three and nine months ended September 30, 2026 and September 30, 2025, by type of modification granted and the financial effect of those modifications:

Financial Statement Impact

3 unchanged sentences

Extension Total Percentage of Loans Held for Investment Interest Rate Reduction Term Extension (in months) Payment Deferrals

Three Months Ended June 30, 2026

Commercial $ 54,482 $ 9,533 $ — $ 64,015 0.26 % — % 6

Three Months Ended September 30, 2026

Commercial $ 1,100 $ 15,976 $ — $ 17,076 0.07 % — % 7 to 8

Total $ 1,100 $ 15,976 $ — $ 17,076 0.07 %

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Commercial $ 791 $ 8,948 $ 758 $ 10,497 0.04 % — % 3 to 6

Commercial real estate — — 17,505 17,505 0.07 % — % 6 737

Total $ 791 $ 8,948 $ 18,263 $ 28,002 0.12 %

Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

Commercial $ 81,102 $ 26,874 $ — $ 107,976 0.45 % — % 4 to 8

1 unchanged sentence

Total $ 81,102 $ 26,874 $ 16,859 $ 124,835 0.52 %

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Commercial $ 12,100 $ 19,950 $ 23,126 $ 55,176 0.23 % — % 3 to 26

7 unchanged sentences

and Term Extension

Three Months Ended June 30, 2026

Three Months Ended September 30, 2026

Commercial $ 6,688 $ — $ — $ 6,688

Total $ 6,688 $ — $ — $ 6,688

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Commercial $ 179 $ 3,000 $ 14,613 $ 17,792

Commercial real estate — — — —

$ 179 $ 3,000 $ 14,613 $ 17,792

Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

Commercial $ 17,936 $ 416 $ — $ 18,352

Total $ 17,936 $ 416 $ — $ 18,352

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Commercial $ 25,675 $ 9,537 $ 14,613 $ 49,825

5 unchanged sentences

Past Due Non-Accrual Current Total

June 30, 2026

September 30, 2026

Commercial $ 15,226 $ 18,000 $ 45,023 $ 33,300 $ 111,549

2 unchanged sentences

Total $ 15,226 $ 18,000 $ 61,318 $ 33,300 $ 127,844

June 30, 2025

September 30, 2025

Commercial $ 758 $ — $ 47,849 $ 18,157 $ 66,764

4 unchanged sentences

The table below presents a summary of short-term borrowings:

(in thousands) June 30, 2026 December 31, 2025

(in thousands) September 30, 2026 December 31, 2025

Federal funds purchased $ — $ 30,000

Federal Home Loan Bank (“FHLB”) borrowings

350,000 300,000

Total short-term borrowings $ — $ 330,000

The table below presents a summary of long-term debt:

(in thousands) June 30, 2026 December 31, 2025

(in thousands) September 30, 2026 December 31, 2025

Bank-issued 5.25 % fixed rate subordinated notes due 2026

1 unchanged sentence

Company-issued 4.00 % fixed rate subordinated notes due 2031

Company-issued 5.301 % fixed rate senior notes due February 2032

Company-issued 5.301 % fixed-to-floating rate senior notes due February 2032

Trust preferred floating rate subordinated debentures due November 2032 to December 2036 113,406 113,406

Total long-term debt $ 487,270 $ 620,575

During the first quarter of 2026, the bank-issued 5.25 % fixed rate subordinated notes due 2026 matured and were repaid in full.

During the second quarter of 2026, the Company-issued 4.00 % fixed rate subordinated notes due 2031 were redeemed and repaid in full.

In the first quarter of 2026, the Bank-issued 5.25 % fixed rate subordinated notes due 2026 matured and were repaid in full.

In the second quarter of 2026, the Company-issued 4.00 % fixed rate subordinated notes due 2031 were redeemed and repaid in full.

On February 27, 2026, the Company issued $ 400.0 million of fixed-to-floating senior notes.

6 unchanged sentences

Real Estate Consumer Total

Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

Beginning balance $ 58,209 $ 16 $ 3,979 $ 51 $ 62,255

1 unchanged sentence

Ending balance $ 63,080 $ 34 $ 2,334 $ 52 $ 65,500

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Beginning balance $ 47,907 $ 23 $ 5,351 $ 51 $ 53,332

1 unchanged sentence

Ending balance $ 53,624 $ 25 $ 4,829 $ 35 $ 58,513

(in thousands) June 30, 2026 December 31, 2025

(in thousands) September 30, 2026 December 31, 2025

Commitments to extend credit - period end balance $ 11,732,168 $ 12,193,441

9 unchanged sentences

A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers.

During the six months ended June 30, 2026, the Company declared and paid common stock dividends of $ 8.7 million, representing $ 0.20 per common share.

During the nine months ended September 30, 2026, the Company declared and paid common stock dividends of $ 17.3 million, representing $ 0.40 per common share.

No common stock dividends were paid in 2025.

On July 22, 2026, the Company and its board of directors declared and announced a cash dividend of $ 0.20 per common share payable on September 15, 2026, to holders of record at the close of business on September 1, 2026.

Effective December 12, 2025, the Company’s board of directors authorized a new share repurchase program under which the Company may repurchase up to $ 200.0 million in shares of its outstanding common stock, excluding the effect of excise tax expense incurred on the net stock repurchases.

The share repurchase program will expire on December 31, 2026, but may be suspended or discontinued at any time.

The remaining repurchase authorization under the January 22, 2025 share repurchase program was terminated upon authorization of this new program.

During the six months ended June 30, 2026, the Company repurchased 1,009,771 shares of its common stock for an aggregate price, including excise tax expense, of $ 98.7 million, at a weighted average price of $ 97.01 per share.

On October 21, 2026, the Company’s board of directors declared a cash dividend of $ 0.20 per common share payable on December 15, 2026, to holders of record at the close of business on December 1, 2026.

Effective December 12, 2025, the Company’s board of directors authorized a share repurchase program under which the Company may repurchase up to $200.0 million in shares of its outstanding common stock, excluding the effect of excise tax expense incurred on the net stock repurchases.

Effective October 20, 2026, the Company’s board of directors authorized a new share repurchase program under which the Company may repurchase up to $ 200.0 million in shares of its outstanding common stock, excluding the effect of excise tax expense incurred on the net stock repurchases.

The new share repurchase program will expire on October 31, 2027, but may be suspended or discontinued at any time.

The remaining repurchase authorization under the December 12, 2025 share repurchase program was terminated upon authorization of this new program.

During the nine months ended September 30, 2026, the Company repurchased 2,061,431 shares of its common stock for an aggregate purchase price, including excise tax expense, of $ 201.7 million, at a weighted average price of $ 97.00 per share.

Because the Bank had less than $ 15.0 billion in total consolidated assets as of December 31, 2009, it is allowed to continue to classify the trust preferred securities, all of which were issued prior to May 19, 2010, as Tier 1 capital.

The table below summarizes the Company’s and the Bank’s actual and required capital ratios under the Basel III Capital Rules and other standards.

As shown in the table below, the Company’s and Bank’s capital ratios exceeded the regulatory definition of well capitalized as of June 30, 2026 and December 31, 2025.

June 30, 2026 December 31, 2025

(dollars in thousands) Minimum Capital Required(2) Capital Required to be Well Capitalized Capital Amount Ratio Capital Amount Ratio

As shown in the table below, the Company’s and Bank’s capital ratios exceeded the regulatory definition of well capitalized as of September 30, 2026 and December 31, 2025.

September 30, 2026 December 31, 2025

($ in thousands) Minimum Capital Required(2) Capital Required to be Well Capitalized Capital Amount Ratio Capital Amount Ratio

CET1 capital (to risk-weighted assets) 7.00 % N/A $ 3,436,713 12.20 % $ 3,394,471 12.13 %

13 unchanged sentences

The table below summarizes the Company’s stock-based compensation expense:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2026 2025 2026 2025

Stock-settled awards:

RSUs $ 4,921 $ 4,920 $ 17,126 $ 15,279

Stock-settled RSUs $ 4,344 $ 5,146 $ 21,470 $ 20,425

Cash-settled units 3,508 3,091 13,655 8,189

Total $ 7,852 $ 8,237 $ 35,125 $ 28,614

(in thousands except period data) June 30, 2026

Unrecognized compensation expense related to unvested stock-settled awards $ 30,246

Weighted average period over which stock-settled awards expense is expected to be recognized, in years 2.0

(in thousands except period data) September 30, 2026

Unrecognized compensation expense related to unvested stock-settled RSUs $ 26,056

Weighted average period over which stock-settled RSUs expense is expected to be recognized, in years 1.9

Unrecognized compensation expense related to cash-settled units $ 25,272

1 unchanged sentence

(9) Fair Value Disclosures

The Company determines the fair market values of its assets and liabilities measured at fair value on a recurring and nonrecurring basis using the fair value hierarchy as prescribed in Accounting Standards Codification 820, Fair Value Measurements and Disclosures.

See Note 1 - Operations and Summary of Significant Accounting Policies in the 2025 Form 10-K for information regarding the fair value hierarchy and a description of the methods and significant assumptions used by the Company in estimating its fair value disclosures for financial statements.

2 unchanged sentences

(in thousands) Level 1 Level 2 Level 3

June 30, 2026

September 30, 2026

Available-for-sale debt securities:(1)

4 unchanged sentences

32,007 10,000 —

Trading debt securities(1)

Loans held for investment(2)

17 unchanged sentences

Non-qualified deferred compensation plan liabilities(3) 18,989 — —

(1) Available-for-sale debt securities, equity securities and trading debt securities are measured at fair value on a recurring basis, generally monthly.

(2) Includes certain collateral-dependent loans held for investment for which a specific allocation of the allowance for credit losses is based upon the fair value of the loan’s underlying collateral.

These loans held for investment are measured on a nonrecurring basis, generally annually or more often as warranted by market and economic conditions.

(3) Derivative assets and liabilities are measured at fair value on a recurring basis, generally monthly.

(4) Other trading assets and securities sold not yet purchased are measured at fair value on a recurring basis, generally monthly.

(1) Assets and liabilities measured at fair value on a recurring basis, generally monthly.

(2) Includes collateral-dependent loans held for investment for which a specific allocation of the allowance for credit losses is based upon the fair value of the loan’s underlying collateral, measured on a nonrecurring basis, generally annually or more often as warranted by market and economic conditions.

(3) Non-qualified deferred compensation plan liabilities represent the fair value of the obligation to the employee, which generally corresponds to the fair value of the invested assets, and are measured at fair value on a recurring basis, generally monthly.

3 unchanged sentences

(in thousands) Balance at Beginning of Period Purchases / Additions Sales / Reductions Realized Unrealized Balance at End of Period

Three Months Ended June 30, 2026

Three Months Ended September 30, 2026

Available-for-sale debt securities:(1)

1 unchanged sentence

$ 10,281 $ — $ ( 220 ) $ — $ 58 $ 10,119

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Available-for-sale debt securities:(1)

1 unchanged sentence

$ 11,367 $ — $ ( 382 ) $ — $ 8 $ 10,993

Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

Available-for-sale debt securities:(1)

1 unchanged sentence

$ 10,797 $ — $ ( 796 ) $ — $ 118 $ 10,119

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Available-for-sale debt securities:(1)

2 unchanged sentences

(1) Unrealized gains/(losses) on available-for-sale debt securities are recorded in AOCI.

Realized gains/(losses) are recorded in other non-interest income on the consolidated statements of income and other comprehensive income/(loss).

Realized gains/(losses) are recorded in other non-interest income on the consolidated statements of income and other comprehensive income.

Credit risk transfer securities

The fair value of credit risk transfer securities is based on a discounted cash flow model, which utilizes Level 3 inputs, the most significant of which were a discount rate and weighted-average life.

At June 30, 2026, the discount rates utilized ranged from 5.04 % to 6.16 % and the weighted-average life ranged from 3.73 years to 5.40 years.

On a combined amortized cost weighted-average basis a discount rate of 5.55 % and a weighted-average life of 4.49 years were utilized to determine the fair value of these securities at June 30, 2026.

At September 30, 2026, the discount rates utilized ranged from 5.72 % to 6.85 % and the weighted-average life ranged from 3.76 years to 5.40 years.

On a combined amortized cost weighted-average basis a discount rate of 6.24 % and a weighted-average life of 4.52 years were utilized to determine the fair value of these securities at September 30, 2026.

At December 31, 2025, the combined weighted-average discount rate and weighted-average life utilized were 5.16 % and 4.65 years, respectively.

1 unchanged sentence

Certain collateral-dependent loans held for investment are reported at fair value when, based upon an individual evaluation, the specific allocation of the allowance for credit losses that is deducted from the loan's amortized cost is based upon the fair value of the loan's underlying collateral.

The $ 25.8 million fair value of loans held for investment at June 30, 2026 reported above includes impaired loans with a carrying value of $ 48.1 million that were reduced by specific allowance allocations totaling $ 22.3 million based on collateral valuations utilizing Level 3 inputs.

The $ 26.9 million fair value of loans held for investment at September 30, 2026 reported above includes impaired loans with a carrying value of $ 46.6 million that were reduced by specific allowance allocations totaling $ 19.7 million based on collateral valuations utilizing Level 3 inputs.

The $ 20.8 million fair value of loans held for investment at December 31, 2025 reported above includes impaired loans with a carrying value of $ 30.1 million that were reduced by specific allowance allocations totaling $ 9.3 million based on collateral valuations utilizing Level 3 inputs.

3 unchanged sentences

(in thousands) Total Level 1 Level 2 Level 3

June 30, 2026

September 30, 2026

Financial assets:

3 unchanged sentences

Equity securities 42,007 42,007 32,007 10,000 —

Trading debt securities

2,539 2,539 — 2,539 —

Loans held for sale 28,676 28,813 — 28,813 —

Loans held for investment, net 23,812,657 23,536,212 — — 23,536,212

3 unchanged sentences

Total deposits 27,715,655 27,788,533 — — 27,788,533

Short-term borrowings 350,000 350,000 — 350,000 —

Long-term debt 487,270 470,958 — 470,958 —

20 unchanged sentences

The notional amounts and estimated fair values of derivative positions outstanding are presented in the following table.

June 30, 2026 December 31, 2025

September 30, 2026 December 31, 2025

Estimated Fair Value Estimated Fair Value

23 unchanged sentences

In the second quarter of 2026, the Company entered into commodity contract derivative instruments with customers while at the same time entering into offsetting commodity contract derivative instruments with another financial institution.

These transactions allow the customer to effectively manage their exposure to commodity value fluctuations.

These transactions allow customers to effectively manage their exposure to commodity value fluctuations.

Any changes in the fair value of the underlying derivative instruments substantially offset each other, with any difference recorded in trading income on the consolidated statements of income and other comprehensive income.

1 unchanged sentence

In some cases, collateral may be required from the counterparties involved if the net value of the derivative instruments exceeds a nominal amount.

The Company’s credit exposure associated with these instruments, net of any collateral pledged, was approximately $ 15.3 million at June 30, 2026 and approximately $ 40.9 million at December 31, 2025.

The Company’s credit exposure associated with these instruments, net of any collateral pledged, was approximately $ 14.5 million at September 30, 2026 and approximately $ 40.9 million at December 31, 2025.

Collateral levels are monitored and adjusted on a regular basis for changes in the value of derivative instruments.

At June 30, 2026, the Company had $ 116.2 million in cash collateral pledged to counterparties included in interest bearing cash and cash equivalents on the consolidated balance sheet and $ 33.7 million in cash collateral received from counterparties included in interest bearing deposits on the consolidated balance sheet.

At September 30, 2026, the Company had $ 113.1 million in cash collateral pledged to counterparties included in interest bearing cash and cash equivalents on the consolidated balance sheet and $ 52.9 million in cash collateral received from counterparties included in interest bearing deposits on the consolidated balance sheet.

The comparative amounts at December 31, 2025, were $ 29.5 million in cash collateral pledged to counterparties and $ 7.6 million cash collateral received from counterparties.

1 unchanged sentence

The risk participation agreements entered into by the Company as a participant bank provide credit protection to the financial institution counterparty should the borrower fail to perform on its interest rate derivative contract with that financial institution.

The Company is party to 24 risk participation agreements where it acts as a participant bank with a notional amount of $ 425.6 million at June 30, 2026, compared to 23 risk participation agreements with a notional amount of $ 338.1 million at December 31, 2025.

The maximum estimated exposure to these agreements, assuming 100% default by all obligors, was approximately $ 3.4 million at June 30, 2026 and $ 510,000 at December 31, 2025.

The fair value of these exposures was insignificant to the consolidated financial statements at both June 30, 2026 and December 31, 2025.

The Company is party to 26 risk participation agreements where it acts as a participant bank with a notional amount of $ 520.0 million at September 30, 2026, compared to 23 risk participation agreements with a notional amount of $ 338.1 million at December 31, 2025.

The maximum estimated exposure to these agreements, assuming 100% default by all obligors, was approximately $ 9.8 million at September 30, 2026 and $ 510,000 at December 31, 2025.

The fair value of these exposures was insignificant to the consolidated financial statements at both September 30, 2026 and December 31, 2025.

Risk participation agreements entered into by the Company as the lead bank provide credit protection should the borrower fail to perform on its interest rate derivative contract.

The Company is party to 52 risk participation agreements where the Company acts as the lead bank having a notional amount of $ 665.1 million at June 30, 2026, compared to 47 agreements having a notional amount of $ 603.1 million at December 31, 2025.

The Company is party to 51 risk participation agreements where the Company acts as the lead bank having a notional amount of $ 636.1 million at September 30, 2026, compared to 47 agreements having a notional amount of $ 603.1 million at December 31, 2025.

Derivatives Designated as Cash Flow Hedges

The Company enters into interest rate derivative contracts that are designated as qualifying cash flow hedges to hedge the exposure to variability in expected future cash flows attributable to changes in a contractually specified interest rate.

During the six months ended June 30, 2026, the Company recorded $ 24.7 million in unrealized losses to adjust its cash flow hedges to fair value, which was recorded net of tax to AOCI, and reclassified $ 2.2 million from AOCI as a decrease to interest income on loans.

During the nine months ended September 30, 2026, the Company recorded $ 49.7 million in unrealized losses to adjust its cash flow hedges to fair value, which was recorded net of tax to AOCI, and reclassified $ 3.4 million from AOCI as a decrease to interest income on loans.

Based on current market conditions, the Company estimates that during the next 12 months, an additional $ 24.7 million will be reclassified from AOCI as a decrease to interest income.

As of June 30, 2026, the maximum length of time over which forecasted transactions are hedged is 2.09 years.

As of September 30, 2026, the maximum length of time over which forecasted transactions are hedged is 2.00 years.

Derivatives Designated as Fair Value Hedges

1 unchanged sentence

To qualify for hedge accounting the hedging relationship, both at inception and on an ongoing basis, must be expected to be highly effective in achieving offsetting fair value adjustments attributable to the hedged risk during the term of the hedge if a fair value hedge.

As of June 30, 2026, all of the Company’s fair value hedges are accounted for using the shortcut method.

As of September 30, 2026, all of the Company’s fair value hedges are accounted for using the shortcut method.

The shortcut method assumes perfect hedge effectiveness and eliminates the quantitative aspect of assessing hedge effectiveness.

The fair value hedges are recorded at fair value in other assets and other liabilities on the consolidated balance sheets with changes in fair value recorded in the same income statement line item as the offsetting unrealized loss or gain on the hedged item attributable to the risk being hedged.

During the first quarter of 2026, the Company entered into a receive-fixed, pay-variable interest rate swap contract to hedge the change in the fair value due to fluctuations in market interest rates for the $ 400.0 million Company-issued 5.301 % fixed rate senior notes.

The change in fair value of the fair value hedge is recorded through earnings with an exact offset against the change in the fair value of the hedged item within interest expense on long-term debt in the consolidated statements of income.

During the six months ended June 30, 2026, the Company recorded $ 413,000 in interest expense on long-term debt related to interest settlements on derivatives.

As of June 30, 2026, the carrying amount of the hedged liability was $ 387.5 million, which included a $ 10.2 million cumulative basis reduction related to the application of hedge accounting.

During the nine months ended September 30, 2026, the Company recorded $ 870,000 in interest expense on long-term debt related to interest settlements on derivatives.

As of September 30, 2026, the carrying amount of the hedged liability was $ 373.9 million, which included a $ 23.2 million cumulative basis reduction related to the application of hedge accounting.

(11) Accumulated Other Comprehensive Income

1 unchanged sentence

(in thousands) Cash Flow Hedges Available-for-Sale Securities Held-to-Maturity Securities Total

Three Months Ended June 30, 2026

Three Months Ended September 30, 2026

Beginning balance $ ( 14,255 ) $ ( 55,809 ) $ ( 28,816 ) $ ( 98,880 )

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Ending balance $ ( 32,598 ) $ ( 190,405 ) $ ( 27,616 ) $ ( 250,619 )

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Beginning balance $ ( 1,372 ) $ ( 77,761 ) $ ( 33,798 ) $ ( 112,931 )

5 unchanged sentences

Ending balance $ 2,191 $ ( 53,892 ) $ ( 32,523 ) $ ( 84,224 )

Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

Beginning balance $ 3,100 $ ( 36,563 ) $ ( 31,122 ) $ ( 64,585 )

8 unchanged sentences

Ending balance $ ( 32,598 ) $ ( 190,405 ) $ ( 27,616 ) $ ( 250,619 )

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Beginning balance $ ( 15,275 ) $ ( 131,531 ) $ ( 36,301 ) $ ( 183,107 )

6 unchanged sentences

(12) New Accounting Standards

Accounting Standards Update 2026-01 “Equity (Topic 505):

Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock” (“ASU 2026-01”) improves generally accepted accounting principles by providing authoritative guidance for the initial measurement of paid-in-kind dividends on equity-classified preferred stock.

Specifically, the amendments improve the decision usefulness of the financial reporting information provided to investors which helps investors to understand the amount and preference of relative claims on equity.

The amendments also provide clear, cost-effective guidance that will reduce complexity.

ASU 2026-01 will be effective for the Company beginning January 1, 2027, with early adoption permitted in an interim reporting period, and is not expected to have a significant impact on the Company’s financial statements.

Accounting Standards Update 2026-02 “Environmental Credits and Environmental Credit Obligations (Topic 818) (“ASU 2026-02”) establishes guidance on the recognition, measurement, presentation and disclosure of environmental credits and environmental credit obligations.

Under the new standard, entities will recognize and measure environmental credit assets based on their intended use as well as how the credits are obtained.

Environmental credit obligations will be recognized and measured depending on whether an entity holds and expects to use compliance environmental credits to settle that obligation.

ASU 2026-02 will be effective for the Company beginning January 1, 2028, and is not expected to have a significant impact on the Company’s financial statements.

Accounting Standards Update 2026-03 “Fair Value Measurement (Topic 820):

Investment Companies with Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2026-03”) requires investment companies holding equity securities with contractual restrictions on their sale to consider the effect of the contractual sale restriction when measuring an equity security’s fair value.

ASU 2026-03 will be effective for the Company beginning January 1, 2028, including interim periods within that fiscal year with early adoption permitted, and is not expected to have a significant impact on the Company’s financial statements.

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 1. Financial Statements