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ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/

ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/ZIONPEarnings & Financial Report

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What changed in ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/'s 10-K — 2024 vs 2025

Top changes in ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/'s 2025 10-K

618 paragraphs added · 624 removed · 390 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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ITEM 1. BUSINESS DESCRIPTION OF BUSINESS Zions Bancorporation, National Association (“Zions Bancorporation, N.A.,” “the Bank,” “we,” “our,” “us”) is a bank headquartered in Salt Lake City, Utah with annual net revenue (net interest income and noninterest income) of $3.1 billion in 2024, and total assets of approximately $89 billion at December 31, 2024.
ITEM 1. BUSINESS DESCRIPTION OF BUSINESS Zions Bancorporation, National Association (“Zions Bancorporation, N.A.,” “the Bank,” “we,” “our,” “us”) is a bank headquartered in Salt Lake City, Utah, with annual net revenue (net interest income and noninterest income) of $3.4 billion in 2025, and total assets of approximately $89 billion at December 31, 2025.
We continue to actively manage our deposit base and associated deposit costs in response to changes in the interest rate environment. For more information about our liquidity profile, see “Liquidity Risk Management” in MD&A on page 73.
We continue to actively manage our deposit portfolio and associated funding costs in response to changes in the interest rate environment. For more information about our liquidity profile, see “Liquidity Risk Management” in MD&A on page 75.
For more information about our capital ratios, see “Capital Management” in MD&A on page 77. Prompt Corrective Action The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) requires each federal banking agency to take prompt corrective action to address identified issues in insured depository institutions, particularly those that fall below one or more prescribed minimum capital ratios.
For more information about our capital ratios, see “Capital Management” in MD&A on page 80. Prompt Corrective Action The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) requires that each federal banking agency take prompt corrective action to address deficiencies in insured depository institutions, particularly those that fall below established minimum capital ratio thresholds.
These regulations and proposals include, but are not limited to, the following: • Limitations on Dividends Payable to Shareholders — Our ability to pay dividends on both our common and preferred stock is subject to regulatory restrictions.
These regulatory frameworks and legislative proposals encompass, but are not limited to, the following areas: • Limitations on Dividends Payable to Shareholders — Our ability to declare and pay dividends on both common and preferred stock is subject to regulatory restrictions.
Commonly referred to as the “Basel III Endgame,” this proposal would significantly revise the capital requirements for large banking organizations, defined as those with $100 billion or more in total assets. At December 31, 2024, we had $88.8 billion in total assets and do not currently qualify as a large banking organization.
Commonly referred to as the “Basel III Endgame,” this proposal would significantly revise capital requirements for large banking organizations, defined as those with total assets of $100 billion or more. At December 31, 2025, we had $89.0 billion in total assets and do not yet meet the definition of a large banking organization.
We provide a wide range of banking products and related services, primarily in the states of Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. We had more than one million customers at year-end 2024, served by 404 branches and various online, mobile, and digital offerings. We had 9,406 full-time equivalent employees at December 31, 2024.
We provide a wide range of banking products and related services, primarily in 11 Western states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. At December 31, 2025, we had more than one million customers, served through 407 branches and various online, mobile, and digital channels, and we had 9,195 full-time equivalent employees.
The Federal Reserve has indicated its intention to collaborate with the other federal banking regulators on a revised proposal in 2025. Long-term Debt In August 2023, federal banking regulators issued a proposal to expand the long-term debt requirement to all banks with $100 billion or more in total assets.
The Federal Reserve has indicated its intention to collaborate with other federal banking regulators on a revised proposal in 2026. The timing, substance, and potential impact of any re-proposal remain uncertain. Long-term Debt In August 2023, federal banking regulators issued a proposal to expand the long-term debt requirement to include all banks with total assets of $100 billion or more.
We are also subject to the Sarbanes-Oxley Act of 2002, certain provisions of the Dodd-Frank Act, and other federal and state laws and regulations. These regulations address various matters, including corporate governance, auditing and accounting, internal controls over financial reporting, and enhanced and timely disclosure of corporate information.
We are subject to the Sarbanes-Oxley Act of 2002, certain provisions of the Dodd-Frank Act, and other applicable federal and state laws and regulations. These frameworks govern critical aspects of corporate operations, including corporate governance, auditing and accounting practices, internal controls over financial reporting, and the timely and comprehensive disclosure of material corporate information.
See further discussion in “Risk Factors.” Other laws and regulations governing national banks contain similar provisions concerning acquisitions and activities. • Limits on Interchange Fees — Imposed under the Dodd-Frank Act, these rules require interchange transaction fees for electronic debit transactions to be reasonable and proportional to transaction processing costs.
Additional laws and regulations governing national banks impose similar requirements on acquisitions and permissible activities. See further discussion in “Risk Factors.” • Limits on Interchange Fees — Under the Dodd-Frank Act, interchange fees for electronic debit transactions must be reasonable and proportionate to transaction processing costs.
The proposed rule requires these banks to maintain a minimum outstanding amount of eligible long-term debt that is the greatest of (1) 6% of total risk-weighted assets, (2) 2.5% of total leverage exposure, and (3) 3.5% of average total assets.
Under the proposed rule, these banks would be required to maintain an outstanding amount of eligible long-term debt equal to the greatest of: (1) 6% of total risk-weighted assets, (2) 2.5% of total leverage exposure, or (3) 3.5% of average total assets.
SUPERVISION AND REGULATION The banking and financial services business in which we operate is highly regulated. These regulations are designed to promote the safety, soundness, and stability of banking and financial institutions, and to protect the interests of customers, depositors, communities, the Deposit Insurance Fund, and the banking and financial system as a whole.
SUPERVISION AND REGULATION The banking and financial services industry in which we operate is highly regulated. These regulations are designed to promote the safety, soundness, and stability of financial institutions, while safeguarding the interests of customers, depositors, communities, the Deposit Insurance Fund, and the broader financial system. These regulations are generally not intended to protect shareholders, investors, or non-depositor creditors.
For more information about our segments, see “Business Segment Results” in Management’s Discussion and Analysis (“MD&A”) on page 43 and Note 22 of the Notes to Consolidated Financial Statements. 5 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES PRODUCTS AND SERVICES We strive to develop long-lasting relationships with our customers by providing competitive products and high-quality service.
For more information about our segments, see “Operating Segment Results” in Management’s Discussion and Analysis (“MD&A”) on page 45 and Note 22 of the Notes to Consolidated Financial Statements. PRODUCTS AND SERVICES We strive to cultivate enduring relationships with our customers by offering competitive products and delivering high-quality service.
Our affiliate banks are supported by an enterprise operating segment (referred to as the “Other” segment) that provides governance and risk management, allocates capital, establishes strategic objectives, and includes centralized technology, back-office functions, and certain lines of business not operated through our affiliate banks.
The affiliate banks are supported by an enterprise-level segment—referred to as the “Other” segment— which provides governance and risk oversight, capital allocation, and strategic objectives, and includes centralized technology infrastructure, back-office operations, and certain business lines that are not managed through the affiliate structure.
Under FDICIA, the FDIC has established regulations defining five categories for insured depository institutions based on their capital ratios: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized.
Under FDICIA, the FDIC has implemented regulations that classify insured depository institutions into five capital categories based on their capital ratios: (1) well capitalized, (2) adequately capitalized, (3) undercapitalized, (4) significantly undercapitalized, and (5) critically undercapitalized.
An institution classified as well capitalized, adequately capitalized, or undercapitalized, may be treated as though it were in the next lower capital category if the appropriate federal banking regulator, after notice and opportunity for a hearing, determines that an unsafe or unsound condition, or an unsafe or unsound practice, warrants such treatment.
Institutions classified as well capitalized, adequately capitalized, or undercapitalized, may also be reclassified to a lower capital category if the appropriate federal banking regulator determines—after providing notice and an opportunity for a hearing—that the institution is operating in an unsafe or unsound condition, or engaging in unsafe or unsound practices.
Capital Standards – Basel Framework At December 31, 2024, we exceeded all capital adequacy requirements under the Basel III capital rules, which include specific risk-based capital and leverage ratio requirements prescribed by the OCC. The Basel III capital rules define the components of capital and other factors, such as risk weights, which affect banking institutions’ regulatory capital ratios.
At December 31, 2025, we exceeded all capital adequacy requirements under the Basel III capital framework, which includes specific risk-based capital ratio requirements prescribed by the OCC. The Basel III capital rules define the components of regulatory capital and incorporate factors such as risk weightings that influence capital ratio calculations for banking institutions.
According to the prompt corrective action provisions of FDICIA, as modified by the Basel III capital rules, an insured depository institution is generally classified as well capitalized if it has a CET1 ratio of at least 6.5%, a Tier 1 risk-based capital ratio of at least 8%, a total risk-based capital ratio of at least 10%, and a Tier 1 leverage ratio of at least 5%.
Under the prompt corrective action provisions of FDICIA, as amended by the Basel III capital framework, an insured depository institution is generally considered well capitalized if it maintains a: • CET1 capital ratio of at least 6.5% • Tier 1 risk-based capital ratio of at least 8% • Total risk-based capital ratio of at least 10% • Tier 1 leverage ratio of at least 5%. 8 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Conversely, an insured depository institution is generally deemed undercapitalized if it has a: • CET1 capital ratio below 4.5% • Tier 1 risk-based capital ratio below 6% • Total risk-based capital ratio below 8% • Tier 1 leverage ratio below 4%.
In October 2023, the Federal Reserve proposed revising Regulation II to lower the maximum permitted debit interchange fee by almost 30% and instituting a biennial review of the cap without public comment. This proposal is the subject of litigation, which may delay or affect its outcome.
In October 2023, the Federal Reserve proposed amendments to Regulation II that would reduce the maximum allowable debit interchange fee by nearly 30% and implement a biennial review of the fee cap without public comment. This proposal is currently subject to litigation, which may impact its implementation.
The results of our stress test indicated that we would maintain capital ratios in excess of regulatory minimum and capital conservation buffer requirements throughout the nine-quarter horizon for the hypothetical stress test. Liquidity We utilize internal liquidity stress tests as a primary tool for establishing and managing liquidity guidelines.
The results of this stress test demonstrated that, under these hypothetical conditions, we would continue to maintain capital ratios above the regulatory minimum requirements and the capital conservation buffer throughout a nine-quarter stress horizon. Liquidity We utilize internal liquidity stress testing as a key mechanism for establishing and managing liquidity guidelines.
The severity of these constraints depends on the shortfall amount and the institution’s “eligible retained income,” defined as the greater of (1) net income for the four preceding quarters, net of distributions and associated tax effects not reflected in net income, or (2) average net income over the preceding four quarters.
The extent of these restrictions is determined by the size of the shortfall and the institution’s “eligible retained income,” defined as the greater of (1) net income over the preceding four quarters, adjusted for distributions and related tax effects not reflected in net income, or (2) the average net income over the same four-quarter period.
Beginning in 2025, banks with $100 billion or more in total assets that are not affiliates of U.S. global systemically important banking organizations (“covered banks”) are required to submit full resolution plans with an identified resolution strategy every three years. Banks with $50 billion to $100 billion in total assets are required to submit more limited information triennially.
Resolution and Recovery Planning The FDIC requires banks with total assets of $100 billion or more that are not affiliates of U.S. global systemically important banking organizations to submit comprehensive resolution plans, including an identified resolution strategy, every three years.
Our common stock and certain other securities are registered under the Securities and Exchange Act of 1934 (“Exchange Act”), which grants the OCC the authority to administer and enforce certain sections of the Exchange Act applicable to national banks. Despite this, we continue to make filings required by the Exchange Act with the SEC as a voluntary filer.
Our common stock and certain other securities are registered under the Securities Exchange Act of 1934 (“Exchange Act”), which authorizes the OCC to administer and enforce specific provisions of the Exchange Act applicable to national banks. Notwithstanding this regulatory framework, we voluntarily submit filings required under the Exchange Act to the SEC.
Capital Planning and Stress Testing We use stress testing as an important tool to inform our decisions on the appropriate level of capital to maintain, based on hypothetically stressed economic conditions, comparable in severity to the scenarios published by the Federal Reserve Board (“FRB”).
Capital Planning and Stress Testing We utilize stress testing as an important tool for informing decisions regarding the appropriate level of capital to maintain under adverse economic conditions. These tests are based on hypothetical scenarios that reflect a severity comparable to those published by the Federal Reserve Board (“FRB”).
The following objectives and initiatives are integral to our human capital management efforts: Cultivating an environment where everyone is respected and valued We are committed to providing growth, development, and leadership opportunities to all employees.
The following strategic objectives and initiatives are integral to our human capital management efforts: Cultivating an environment where everyone is respected and valued We are committed to fostering a workplace where every individual is respected, valued, and empowered to succeed. Our organization prioritizes employee growth, development, and leadership potential, providing opportunities that are based on merit, qualifications, and abilities.
These guidelines encompass holdings of investment securities and other liquid assets, levels of readily available contingency funding, concentrations of funding sources, and the maturity profile of liabilities. At December 31, 2024, our sources of liquidity exceeded our uninsured deposits without the need to sell any investment securities.
These guidelines address the composition of investment securities and other liquid assets, the availability of contingency funding, the concentration of funding sources, and the maturity structure of liabilities. At December 31, 2025, our available liquidity sources exceeded the level of uninsured deposits, without requiring the sale of any investment securities.
Any deficiencies in compensation practices may be incorporated into supervisory ratings, which can affect our ability to make acquisitions or engage in certain other activities, or could result in regulatory enforcement actions. • Anti-Money Laundering (“AML”) Regulations — The Bank Secrecy Act (“BSA”), Title III of the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”), and other federal laws require financial institutions to assist U.S. government agencies in detecting and preventing money laundering and other illegal acts by maintaining policies, procedures, and controls designed to detect and report money laundering, terrorist financing, and other suspicious activity.
Deficiencies in compensation practices may influence supervisory ratings and affect our ability to pursue acquisitions or other strategic activities and may result in regulatory enforcement actions. • Anti-Money Laundering (“AML”) Regulations — We are subject to the Bank Secrecy Act (“BSA”), Title III of the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”), and other federal laws aimed at preventing money laundering, terrorist financing, and other illicit activities.
The Basel III capital rules require us to maintain certain minimum capital ratios, as well as a 2.5% “capital conservation buffer,” designed to absorb losses during periods of economic stress. This buffer is composed entirely 7 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES of common equity Tier 1 (“CET1”).
Under the Basel III capital rules, we are required to maintain minimum capital ratios, along with a 2.5% capital conservation buffer intended to absorb losses during periods of economic stress. This buffer is composed entirely of common equity Tier 1 (“CET1”).
As a bank with $10 billion or more in total assets, we are subject to examination and primary enforcement authority with respect to consumer financial laws by the CFPB, which has broad rule making, supervisory, and enforcement powers under various federal consumer financial protection laws. These rules and regulations often reduce bank revenues and returns earned by shareholders.
As a bank with total assets exceeding $10 billion, we are subject to examination and primary enforcement authority with respect to consumer financial laws by the CFPB, which holds broad rulemaking, supervisory, and enforcement authority.
This system includes frameworks, policies, and guidelines, such as the following: • Corporate Governance Guidelines; • A Code of Business Conduct and Ethics for Employees; • A Director’s Code of Conduct; • A Risk Management Framework; • A Related Party Transaction Policy; • Incentive Compensation Recoupment and Clawback Policies; • Stock Ownership and Retention Guidelines; • An Insider Trading Policy; and • Charters for our Executive, Audit, Risk Oversight, Compensation, and Nominating and Corporate Governance Committees.
Key components include: • Corporate Governance Guidelines • Code of Business Conduct and Ethics for Employees • Code of Ethics for Directors • Risk Management Framework • Related Party Transactions Policy • Incentive Compensation Recoupment and Clawback Policies • Stock Ownership and Retention Guidelines • Insider Trading Policy • Charters for the Audit, Risk Oversight, Compensation, and Nominating and Corporate Governance Committees Additional information regarding our corporate governance practices is available on our website at www.zionsbancorporation.com.
If finalized as proposed, the revised regulation could reduce our fee income by approximately $10 million or more per year. • Limitations on Loans — Restrictions on the dollar amount of loans made to a borrower and its affiliates. • Limitations on Transactions with Affiliates . • Limitations on Investments and Securities — Restrictions on the nature and amount of any investments and the ability to underwrite certain types of securities (e.g., common equity). • Branches — Requirements for opening and closing of branches. • Consumer Protection Laws — A number of federal and state consumer protection laws, including fair lending and truth in lending requirements, provide equal access to credit and protect consumers in credit transactions.
If enacted as proposed, the revised regulation could reduce our annual fee income by approximately $10 million or more. • Limitations on Loans — Regulations impose restrictions on the aggregate dollar amount of loans that may be extended to a single borrower and its affiliates. • Limitations on Transactions with Affiliates — Federal laws limit the nature and extent of transactions between banks and their affiliates to mitigate conflicts of interest and ensure financial stability. • Limitations on Investments and Securities Activities — Restrictions apply to the types and amounts of permissible investments; banks may also face limitations on underwriting certain securities, including common equity. • Branch Operations — Opening and closing branch locations is subject to regulatory approval and procedural requirements. • Consumer Protection Laws — A number of federal and state consumer protection laws—including fair lending and truth in lending laws—provide equitable access to credit and safeguard consumers in financial transactions.
The following schedule presents minimum capital ratio and capital conservation buffer requirements, our capital ratios at December 31, 2024, and the minimum requirements to be well capitalized: MINIMUM CAPITAL RATIO AND CAPITAL CONSERVATION BUFFER REQUIREMENTS December 31, 2024 Minimum requirement to be “ well capitalized ” Minimum capital requirement Capital conservation buffer Minimum capital ratio requirement with capital conservation buffer Current capital ratio CET1 to risk-weighted assets 4.5% 2.5% 7.0% 10.9% 6.5% Tier 1 risk-based capital (i.e., CET1 plus additional Tier 1 capital) to risk-weighted assets 6.0% 2.5% 8.5% 11.0% 8.0% Total risk-based capital (i.e., Tier 1 capital plus Tier 2 capital) to risk-weighted assets 8.0% 2.5% 10.5% 13.3% 10.0% Tier 1 leverage ratio (i.e., Tier 1 risk-based capital) to average consolidated assets 4.0% N/A 4.0% 8.3% 5.0% 8 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Regulatory Developments Resolution and Recovery Planning Effective October 1, 2024, the FDIC revised its rule regarding the resolution planning requirements for insured depository institutions with $50 billion or more in total assets.
The following schedule presents minimum capital ratio requirements, the capital conservation buffer, our capital ratios at December 31, 2025, and the thresholds required to be considered well capitalized: MINIMUM CAPITAL RATIO AND CAPITAL CONSERVATION BUFFER REQUIREMENTS December 31, 2025 Minimum capital requirement Capital conservation buffer Minimum capital ratio requirement with capital conservation buffer Current capital ratio Minimum requirement to be “well capitalized” CET1 to risk-weighted assets 4.5% 2.5% 7.0% 11.5% 6.5% Tier 1 risk-based capital (i.e., CET1 plus additional Tier 1 capital) to risk-weighted assets 6.0% 2.5% 8.5% 11.6% 8.0% Total risk-based capital (i.e., Tier 1 capital plus Tier 2 capital) to risk-weighted assets 8.0% 2.5% 10.5% 13.8% 10.0% Tier 1 leverage ratio (i.e., Tier 1 risk-based capital) to average consolidated assets 4.0% N/A 4.0% 9.0% 5.0% Regulatory Developments Basel III Endgame In July 2023, federal banking regulators issued a proposal to implement the Basel Committee on Banking Supervision’s finalized post-crisis regulatory capital reforms.
Under the proposal, if our total assets were to increase to $100 billion or more, we would have a three-year implementation period to issue the necessary debt and meet other requirements.
If our total assets were to reach 9 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES $100 billion or more, we would have a three-year implementation period to issue the necessary debt and comply with other requirements. The timing and structure of any final rule implementing these requirements remain uncertain.
The National Bank Act Our corporate affairs are governed by the National Bank Act, with related regulations administered by the OCC. In terms of securities matters, we are not subject to the Securities Act of 1933 (“Securities Act”), but are subject to OCC regulations governing securities offerings.
As a national bank, we are not directly governed by the Securities Act of 1933 (“Securities Act”) with respect to securities matters; instead, we comply with OCC regulations that establish requirements for securities offerings and related reporting obligations.
Products and services we provide to our commercial and small business banking customers include: • Commercial and industrial and owner-occupied lending and leasing; • Municipal and public finance services; • Depository account and cash management services; • Commercial and small business cards, as well as merchant processing services; • Corporate trust services; and • Correspondent banking and international lending services.
Our suite of products and services includes: • Commercial, industrial, and owner-occupied lending and leasing, including SBA 7(a) and 504 lending programs • Municipal and public finance services • Depository account and cash management services • Commercial and small business credit cards, along with merchant processing services • Corporate trust services • Correspondent banking and international lending services Capital Markets and Investment Banking We offer customized financing solutions to help customers raise capital efficiently, execute strategic transactions, and manage exposure to financial markets.
The statutory and regulatory frameworks applicable to us as a national bank are not as well developed as the corporate and securities law frameworks that apply to many other publicly held companies.
The statutory and regulatory frameworks applicable to us as a national bank are comparatively less developed than the corporate and securities law frameworks that govern many other publicly traded companies. Capital Standards – Basel III Framework We are subject to regulatory capital standards, including risk-based capital requirements established by the OCC under the Basel III framework.
Building and sustaining these relationships is essential to understanding and meeting our customers’ needs. Some of the products and services we provide, whether delivered digitally or by other means, include: Commercial and Small Business Banking We serve a wide range of commercial customers, generally small- and medium-sized businesses.
Establishing and maintaining these relationships is fundamental to understanding and fulfilling our customers’ evolving needs. Our portfolio of products and services—whether provided through digital platforms or traditional channels—include the following: Commercial and Small Business Banking We support a broad range of commercial customers, primarily small- and medium-sized businesses.
General We are governed by the provisions of the National Bank Act and other statutes applicable to national banks, as well as the rules and regulations of the Office of the Comptroller of the Currency (“OCC”), the Consumer Financial Protection Bureau (“CFPB”), and the Federal Deposit Insurance Corporation (“FDIC”).
Furthermore, changes to applicable laws or regulations—along with the manner in which they are interpreted, implemented, or enforced—are inherently unpredictable and could materially impact our operations and financial performance. 7 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES General We are governed by the National Bank Act and other statutes applicable to national banks, and we are subject to the regulatory oversight of the Office of the Comptroller of the Currency (“OCC”), the Consumer Financial Protection Bureau (“CFPB”), and the Federal Deposit Insurance Corporation (“FDIC”).
Our most recent internal stress test included hypothetical scenarios that reflected: (1) high inflation, (2) declining commercial property values, (3) increased losses on commercial loans due to declining asset values and slowing economic activity, (4) increased losses on consumer loans due to falling home prices, (5) rising unemployment, and (6) other current economic, financial, and social disruptions.
Our most recent internal stress test incorporated assumptions including: • Rising unemployment rates • Declining CRE values • Higher losses on consumer loans driven by falling residential property prices • Increased credit losses on commercial loans due to deteriorating asset values and reduced economic activity • Additional disruptions across economic, financial, and social domains.
See Note 15 of the Notes to Consolidated Financial Statements for additional information. • Safety and Soundness Standards — Prescribed in FDICIA, these standards relate to internal controls, information systems, internal audit, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, and other operational and management standards deemed appropriate by federal banking regulators. • Approval of Acquisitions and Restrictions on Other Activities — The National Bank Act requires regulatory and shareholder approval of all mergers between a national bank and another national or state bank and does not allow for the direct merger into a national bank of an unaffiliated nonbank.
For further details, see Note 15 of the Notes to Consolidated Financial Statements. • Safety and Soundness Standards — Prescribed in FDICIA, these standards relate to internal controls, information systems, internal audit functions, loan documentation, credit underwriting practices, interest rate risk management, asset growth, executive compensation, and other operational and management standards deemed appropriate by federal banking regulators. • Safety and Soundness Enforcement — In October 2025, the FDIC and OCC issued a proposed rule that would define the term “unsafe or unsound practice” for purposes of their enforcement authority under the Federal Deposit Insurance Act.
At each successive lower capital category, an insured depository institution faces more restrictions and prohibitions, including limitations on growth, interest rates paid on deposits, acceptance of brokered deposits, and payment of dividends. Furthermore, if a bank is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the federal banking regulator.
Each successive lower capital classification imposes increasingly more stringent restrictions and prohibitions. These may include limitations on asset growth, interest rates paid on deposits, the acceptance of brokered deposits, and dividend payments. Institutions that fall into any undercapitalized category are required to submit a capital restoration plan to their federal banking regulator.
Federal law grants broad enforcement powers to federal banking regulators and other government agencies with respect to AML, BSA, and Office of Foreign Assets Control (“OFAC”) laws and regulations, including the ability to assess significant civil or criminal monetary penalties and restitution and issue cease and desist or similar orders. • Tax laws — Tax laws of the U.S., its states, and other jurisdictions where we conduct business.
Regulatory agencies possess broad enforcement authority, including the ability to impose significant civil and criminal penalties, restitution orders, and cease-and-desist directives under AML, BSA, and Office of Foreign Assets Control regulations. • Tax laws — We are subject to U.S. federal, state, and applicable local tax laws governing our operations.
The rule imposes new data access requirements on various parties in the financial ecosystem, including financial institutions, data aggregators, and businesses authorized by consumers to access information on their behalf.
Open Banking In October 2024, the CFPB issued a final rule under Section 1033 of the Dodd-Frank Act, establishing new data access requirements applicable to various entities within the financial services ecosystem—including financial institutions, data aggregators, and third-party providers authorized by consumers to access financial information on their behalf.
Financial Privacy and Cybersecurity The federal legislature and federal banking regulators have implemented laws and rules governing the use of consumer information by banks and other financial institutions, including provisions of the Gramm-Leach-Bliley Act.
Financial Privacy and Cybersecurity Federal legislation and regulatory frameworks have established comprehensive requirements governing the use and protection of consumer information by banks and other financial institutions.
We also compete with finance companies, mutual fund companies, insurance companies, brokerage firms, securities dealers, investment banking companies, other nontraditional lending and banking companies, and various other types of companies. Some of our competitors may face fewer regulatory constraints, and have greater capabilities to develop, implement, and offer innovative financial services and technologies.
Additional competition arises from finance companies, mutual fund providers, insurance companies, brokerage firms, securities dealers, investment banks, nondepository financial institutions (“NDFIs”), and other nontraditional financial institutions. Many of these competitors operate under fewer regulatory constraints and possess greater capabilities to develop, deploy, and deliver innovative financial products, services, and technologies.
Among other requirements, the rule requires certain entities, including the Bank, to make available to consumers, upon request, information in their control or possession regarding the consumer financial products or services obtained from the Bank. The rule also requires data providers, such as the Bank, to establish a developer interface that meets specific security specifications.
Among other provisions, the rule requires certain entities, including the Bank, to provide consumers, upon request, with access to information in their possession or control related to consumer financial products or services obtained from the Bank. The current compliance deadline for a bank of our size is April 1, 2027.
We continue to focus on enhancing our brand in the markets we serve to attract and retain a high-performing workforce, which is essential for our long-term success and value creation for our investors. At December 31, 2024, we had 9,406 full-time equivalent employees. Approximately 58% of our associates were women, and 38% self-identified as a part of a minority demographic.
Our ongoing efforts to strengthen our brand presence in the markets we serve are designed to attract and retain a high-performing workforce, which is an essential driver of our long-term success and value creation for our investors.
Capital markets products and services include: • Loan syndications; • Interest rate derivatives and foreign exchange services; • Fixed income securities underwriting; • Advisory and capital raising; • Commercial mortgage-backed security (“CMBS”) conduit lending; and • Power and project financing.
Our capital markets offerings include: • Loan syndication and private credit placement services • Interest rate and commodities risk management and foreign exchange services • Fixed income and equity securities underwriting • Mergers and acquisitions advisory services • Strategic advisory and capital raising services • Commercial mortgage-backed securities conduit lending • Power and project finance solutions Commercial Real Estate (“CRE”) Lending We offer financing solutions secured by commercial real estate, serving a broad spectrum of borrowers.
Financial institutions with a CET1 to risk-weighted assets ratio above the minimum, but below the capital conservation buffer, face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.
Financial institutions with CET1 ratios above the minimum but below the buffer threshold are subject to limitations on dividend distributions, equity repurchases, and discretionary compensation.
More information on our corporate governance practices is available on our website at zionsbancorporation.com. Our website is not part of this Form 10-K. HUMAN CAPITAL MANAGEMENT We are committed to identifying, recognizing, and creating fulfilling opportunities for our employees, and rewarding them for their contributions to our success.
The website is not incorporated by reference into this Form 10-K. 13 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES HUMAN CAPITAL MANAGEMENT We are committed to providing our employees with opportunities for growth, development, and leadership, while recognizing and rewarding their contributions to our collective success.
Additionally, in recent years, a growing number of states, including those in which we conduct business, have enacted, or are considering enacting, laws and regulations that grant consumers enhanced privacy rights and control over personal information, establish or modify data breach notification requirements, and require certain financial institutions to implement detailed and prescriptive cybersecurity programs.
Concurrently, a growing number of states—including those in which we operate—have enacted or are considering legislation, such as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, which enhances consumer privacy rights, mandates data breach notifications, and requires certain financial institutions to establish robust and prescriptive cybersecurity programs.
Additionally, we and some of our subsidiaries are subject to regulation by other federal and state agencies. These regulatory agencies may exert considerable influence over our activities through their supervisory and examination roles. Our brokerage and investment advisory subsidiaries are regulated by the Securities and Exchange Commission (“SEC”), Financial Industry Regulatory Authority (“FINRA”), and state securities regulators.
Additionally, the Bank and certain of our subsidiaries are regulated by various other federal and state agencies, each of which may exercise significant supervisory and examination authority over our operations. For example, the Bank's investment advisory subsidiary, our broker-dealer operations, and certain capital markets activities are subject to regulation by the SEC.
Additional offerings to our wealth management customers include: • Investment management services; • Fiduciary and estate services; and • Advanced business succession and estate planning services. 6 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES COMPETITION We operate in a highly competitive environment.
Services primarily include: • Investment management • Fiduciary and estate planning • Advanced business succession and estate planning solutions COMPETITION We operate in a highly competitive environment. Our primary competitors for loans, deposits, and other banking services generally include commercial banks, credit unions, fintechs, and private credit or debt funds.
We emphasize local authority, responsibility, pricing, and customization of certain products to maximize customer satisfaction and strengthen community relations.
These affiliate banks constitute our primary operating segments. We emphasize local authority and accountability, including locally informed pricing and product customization, to maximize customer satisfaction, strengthen community relationships, and improve profitability and shareholder returns.
They may also benefit from lower cost structures, taxes, and regulatory burdens. Our key differentiators include the quality of service delivered, our local community knowledge, the convenience of branch and office locations, the wide range of products and services offered, and the overall relationships with our customers. We strive to compete effectively in all these areas to remain successful.
Our competitive strengths lie in the quality of service we provide, our deep understanding of the local communities we serve, the accessibility of our branch and office network, the breadth of our products and services offerings, and the strength of our customer relationships. We strive to compete effectively in these areas to remain successful.
These laws and rules limit the ability of banks and financial institutions to disclose nonpublic information about consumers to unaffiliated third parties, require financial institutions to disclose privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to unaffiliated third parties.
The Gramm-Leach-Bliley Act and related regulations, among other provisions, restrict the disclosure of nonpublic personal information to unaffiliated third parties, require financial institutions to provide clear privacy notices to consumers and, in certain cases, offer consumers certain rights to opt out of specific disclosures.
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We conduct our operations primarily through seven separately managed and geographically defined bank divisions, which we refer to as “affiliates,” or “affiliate banks,” each with its own local branding and management teams. These affiliate banks constitute our primary business segments as referenced throughout this document.
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Our operations are organized principally through seven separately managed, geographically defined bank divisions, which we refer to as “affiliates,” or “affiliate banks,” each operating under its own local brand and management team: Zions Bank; California Bank & Trust (“CB&T”); Amegy Bank (“Amegy”); National Bank of Arizona (“NBAZ”); Nevada State Bank (“NSB”); Vectra Bank Colorado (“Vectra”); and The Commerce Bank of 5 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Washington (“TCBW”), which also operates as The Commerce Bank of Oregon in Oregon.
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Capital Markets and Investment Banking We provide customized financing solutions to help our customers raise capital efficiently, execute strategic transactions, and manage exposure to financial markets.
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Our products include: • Term and construction/land development financing, including, but not limited to, the following collateral types: ◦ Multifamily, industrial, retail, and office properties ◦ Residential single-family, community development, and affordable housing projects 6 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Retail Banking We provide a wide range of quality retail banking products and services, including: • Residential mortgage lending • Home equity lines of credit • Personal lines of credit and installment loans • Depository account services • Consumer credit cards • Personal trust services Wealth Management Our wealth management solutions are designed to provide planning-driven strategies, personalized advisory services, and sophisticated asset management capabilities.
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Commercial Real Estate Lending We provide lending products secured by commercial real estate to borrowers that include: • Term and construction/land development financing, including the following collateral types: ◦ Commercial multifamily, industrial, and office; and ◦ Residential single family, community development, and affordable housing.
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Many of these financial institutions lack a physical presence within our geographic footprint, but actively pursue business through digital channels and other remote means. Credit unions, however, are particularly prominent, active, and competitive within several of our footprint states, including Utah and Idaho, which heightens local competition for customers and deposits.
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Retail Banking We provide quality retail banking products and services to our customers that include: • Residential mortgages; • Home equity lines of credit; • Personal lines of credit and installment consumer loans; • Depository account services; • Consumer cards; and • Personal trust services. Wealth Management We offer various wealth management products and services to customers.
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They may also benefit from lower operating costs, tax advantages, and reduced regulatory burdens. The financial services industry is experiencing rapid technological transformation, marked by the continual introduction of new technology-driven products and services. These innovations include advanced methods for customers to make payments and manage accounts, such as mobile payment solutions, digital wallets, and digital assets.
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Our planning-driven offerings, combined with high-touch service and sophisticated asset management capabilities, have resulted in continued growth in assets under management.
Added
Federal banking laws and regulations grant regulatory agencies broad authority to supervise and influence many aspects of the financial services industry.
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Our primary competition for loans, deposits, and other banking services generally comes from commercial banks, credit unions, financial technology companies (“fintechs”), and private credit or debt funds. Some of these financial institutions do not have a physical presence in our market footprint, but solicit business via the internet and other means.
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Our brokerage subsidiary is further subject to regulation by the Financial Industry Regulatory Authority, and state securities regulators. The National Bank Act Our corporate governance is primarily subject to the National Bank Act and related regulations administered by the OCC.
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Generally, these regulations are not intended to protect shareholders, investors, or non-depositor creditors. Banking laws and regulations have granted federal banking regulators expanded powers over many aspects of the financial services industry, which have reduced, and may continue to reduce, returns earned by shareholders.
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At December 31, 2025, all of our capital amounts and ratios exceeded the thresholds required to be considered “well-capitalized” under the prompt corrective action framework.
Removed
Additionally, changes in applicable laws or regulations, and in their application by regulatory agencies, are unpredictable and may have a material effect on our business and results.
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Heightened Standards In December 2025, the OCC proposed raising the asset threshold at which its “Heightened Standards” for safety and soundness apply—from $50 billion to $700 billion in total consolidated assets. If adopted as proposed, the Bank would no longer be subject to the Heightened Standards, including the prescriptive requirements governing covered banks’ risk governance frameworks and related activities.
Removed
Conversely, an insured depository institution is generally classified as undercapitalized if it has a CET1 ratio of less than 4.5%, a Tier 1 risk-based capital ratio of less than 6%, a total risk-based capital ratio of less than 8%, and a Tier 1 leverage ratio of less than 4%.
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Additionally, these regulations require the implementation of a comprehensive cybersecurity program incorporating administrative, technical, and physical safeguards to ensure the security and confidentiality of customer records and information.
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The guidance also requires these banks to file interim supplemental information regarding their resolution planning in off-cycle years. We expect to file our first informational submission in late 2025. In October 2024, the OCC issued a final rule amending its recovery planning guidelines for insured national banks.
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We are also subject to United States (“U.S.”) federal regulations issued by federal banking regulators that require, among other things, banking organizations to notify their primary regulator as soon as possible, and no later than 36 hours, after identifying a “computer-security incident” that has materially disrupted or degraded—or is reasonably likely to materially disrupt or degrade—operations in a manner that could jeopardize the organization's viability, prevent customers from accessing deposit and other accounts, result in a material loss of revenue, profit or franchise value, or pose a threat to the stability of the U.S. financial sector.
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The guidelines require covered banks to develop and maintain a recovery plan tailored to their size, risk profile, activities, and complexity, including their organizational and legal entity structure.
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In addition, federal banking regulators, the SEC, 10 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES and related self-regulatory organizations regularly issue guidance intended to strengthen cybersecurity risk management across financial institutions.
Removed
The recovery plan, subject to annual testing to validate its effectiveness, should consider both financial and non-financial risks and include elements such as: (1) a range of credible options to restore financial strength and viability, allowing the bank to continue operating as a going concern, and (2) an analysis of how each recovery option might affect capital, liquidity, and funding.
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Under the Fair Credit Reporting Act, consumers have the right to restrict the sharing of certain information—such as credit report details and financial data collected through applications—among affiliated companies when such information is used to determine eligibility for financial products or services.
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We would be required to comply with these guidelines within 12 months after becoming a covered bank. Basel III Endgame In July 2023, federal banking regulators issued a proposal to implement the Basel Committee on Banking Supervision’s finalization of the post-crisis bank regulatory capital reforms.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Differences between the National Bank Act and state law requirements regarding mergers could hinder our ability to execute acquisitions as efficiently and advantageously as bank holding companies or other financial institutions.
Differences between the requirements of the National Bank Act and applicable state laws governing mergers could hinder our ability to execute acquisitions as efficiently or advantageously as bank holding companies and other financial institutions.
We are subject to restrictions on permissible activities, which limit the types of business we may conduct and may complicate acquisitions of other financial companies. Under applicable laws and regulations, bank holding companies and banks are generally limited to business activities and investments that are related to banking or are financial in nature.
We are subject to restrictions on permissible activities, which limit the scope of business we can conduct and may complicate the acquisition of other financial institutions. Under applicable laws and regulations, banks and bank holding companies are generally restricted to engaging in activities and making investments that are closely related to banking or are financial in nature.
If we are unable to fund assets through customer deposits or access other funding sources on favorable terms, or if we face increased borrowing costs or FDIC insurance assessments, or fail to manage liquidity effectively, our liquidity, operating margins, financial condition, and results of operations could be materially and adversely affected.
If we are unable to fund assets through customer deposits or access alternative funding sources on favorable terms—or if we encounter rising borrowing costs, increased FDIC insurance assessments, or are unable to manage liquidity effectively—our liquidity position, operating margins, financial condition, and overall financial performance could be materially and adversely affected.
OTHER RISKS Wars, international trade policies and disputes, geopolitical conflicts, and retaliatory measures imposed by the U.S. and other countries, including the responses to such measures, may significantly disrupt domestic and foreign economies and markets.
OTHER RISKS Wars, international trade policies and disputes, geopolitical conflicts, and retaliatory measures imposed by the U.S. and other countries—including the responses to such actions—may significantly disrupt both domestic and foreign economies and markets. Recent geopolitical tensions—including wars, international trade disputes, and evolving global conflicts—have introduced heightened risks to global markets, trade dynamics, economic stability, and cybersecurity.
These risks increase as systems and software approach the end of their useful life or require more frequent updates and modifications. We have well-established business continuity, disaster recovery, and crisis management protocols that may not be sufficient to restore our operations in the event of system failure or other outages.
These risks are heightened as systems and software approach the end of their useful life or require increasingly frequent updates and modifications. Although we maintain well-established business continuity, disaster recovery, and crisis management protocols, these measures may not be sufficient to fully restore operations in the event of a significant system disruption.
Due to their inherent limitations, our internal controls may not prevent or detect operational failures or misstatements in our financial statements arising from inadequate or failed internal processes and systems, human errors or misconduct, or other adverse external events.
Despite their design and implementation, our internal controls are subject to inherent limitations and may not fully prevent or detect operational failures or misstatements in our financial statements. Such issues may arise from inadequate or failed internal processes and systems, human error or misconduct, or adverse external events.
Rising interest rates, increased market volatility, or a weakening U.S. economy, both nationally and in the local markets where we operate, could result in, among other things, deterioration in credit quality and reduced demand for credit.
Adverse macroeconomic conditions—such as rising or persistently elevated interest rates, heightened market volatility, or a weakening U.S. economy at both the national and local markets in which we operate—could result in, among other things, deterioration in credit quality and reduced credit demand.
For more information about our deposit models, see “Interest Rate and Market Risk Management” in MD&A on page 70. 18 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES We outsource various operations to third-party suppliers, which could adversely impact our business and operational performance. We rely on various suppliers to perform operational activities essential to our business.
For more information about our deposit models, see “Interest Rate and Market Risk Management” in MD&A on page 72. We outsource certain operations to third-party providers, which may pose risks that could adversely affect our business and operational performance. We rely on various external suppliers to perform operational activities that support our business operations.
These factors include changes in the prevailing interest rate environment, competitive pricing pressures for our loans and deposits, adverse shifts in the mix of deposits and other funding sources, and volatile market interest rates resulting from general economic conditions and the policies of governmental and regulatory agencies, particularly the FRB.
These factors include changes in prevailing market interest rates, competitive pricing pressures for loans and deposits, unfavorable shifts in the composition of deposits and other funding sources, and volatility in interest rates driven by broader economic conditions and policy decisions by governmental and regulatory agencies—particularly the FRB.
Similar exposures across our loan and investment securities portfolios could pose additional credit risk. Additionally, concentrations with counterparties in derivative or securities financing transactions could further elevate this risk. We have a concentration of risk in our loan portfolio, including, but not limited to, loans secured by real estate, oil and gas-related lending, and leveraged and enterprise value lending.
Additionally, concentrations involving counterparties in derivative or securities financing transactions may heighten this exposure, increasing our vulnerability to adverse developments affecting those entities. We have a concentration of risk within our loan portfolio, including, but not limited to, loans secured by real estate, oil and gas-related lending, and leveraged and enterprise value lending.
CYBERSECURITY RISK We are subject to various information system failures and cybersecurity risks that could adversely affect our business and financial performance. We rely heavily on communications and information systems to conduct our business. Our systems process and maintain information that is confidential, proprietary, personal, or otherwise sensitive, including financial and other confidential business information.
CYBERSECURITY RISK We are exposed to risks related to information system failures and cybersecurity threats, which could adversely impact our business operations and financial performance. We rely extensively on communications and information systems to support our business operations. These systems process and store confidential, proprietary, personal, or otherwise sensitive data, including financial and other confidential business information.
The occurrence of any failure, interruption or security incident to our information systems or those of our third-party suppliers could interfere with or disrupt our operations and services, damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, expose us to civil litigation and financial liability, or otherwise result in material adverse consequences on us.
Any failure, disruption, or security incident—whether actual or perceived—affecting our communications and information technology systems or those of our third-party providers could impact our operations and services, damage our reputation, result in loss of customer business, increase regulatory scrutiny, expose us to civil litigation and financial liability, and lead to other material adverse consequences.
For information about how we manage cybersecurity risk, see Part I, Item 1C. Cybersecurity on page 24. CAPITAL/FINANCIAL REPORTING RISK Internal stress testing and capital management, along with provisions of the National Bank Act and OCC regulations, may limit our ability to increase dividends, repurchase shares of our stock, and access capital markets.
Cybersecurity on page 26. 21 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES CAPITAL/FINANCIAL REPORTING RISK Internal stress testing and capital management requirements, together with provisions of the National Bank Act and OCC regulations, may limit our ability to increase dividends, repurchase shares of our stock, or access capital markets.
These loans may have unique risk characteristics that may adversely affect our results. We engage in commercial real estate (“CRE”) term and construction lending, primarily within our Western states footprint. Certain CRE collateral types, particularly multifamily, industrial, and office properties, continue to experience increased vacancy rates, declining property values, rent concessions, elevated costs, and pressures from higher interest rates.
These loan types carry unique risk characteristics that could adversely impact our financial results. We engage in CRE term and construction lending, primarily within our Western U.S. footprint. Certain CRE collateral types—particularly multifamily, industrial, and office properties—currently face elevated vacancy rates, declining property valuations, rent concessions, and increased operating costs.
The occurrence of pandemics, natural disasters, and other climate-related or catastrophic events could materially and adversely affect our operations and financial results. We have significant operations and customers in Utah, Texas, California, and other regions where natural and other disasters have occurred, and are likely to continue to occur.
The occurrence of pandemics, natural disasters, and other climate-related or catastrophic events could materially and adversely affect our operations and financial performance. We maintain substantial operations and serve a significant customer base in regions such as Utah, Texas, California, and other regions—areas which are historically susceptible to natural and other environmental disasters.
Vulnerabilities in, or a failure or outage of, one or more of these systems could impact our ability to perform internal operations and provide services to customers, such as online banking, mobile banking, remote deposit capture, treasury and payment services, and other services dependent on system processing.
We rely on various information technology systems to support both internal operations and customer-facing services. A vulnerability, failure, or outage affecting any of these systems could affect our ability to execute critical functions and deliver services to customers, such as online banking, mobile banking, remote deposit capture, treasury and payment services, and other services dependent on system processing.
Any such matters may result in material adverse consequences to our results of operations, financial condition, or ability to conduct our business, including adverse judgments, settlements, fines, penalties (e.g., civil money penalties under applicable banking laws), injunctions, restrictions on our business activities, or other relief.
These proceedings may result in material adverse effects on our financial condition, operating results, or ability to conduct business. Potential consequences include unfavorable judgments, settlements, fines, civil money penalties, injunctions, operational restrictions, or other forms of relief.
At December 31, 2024, loan balances from our banking operations in Utah, Idaho, Texas, and California accounted for 77% of the commercial lending portfolio, 70% of the CRE lending portfolio, and 70% of the consumer lending portfolio. Due to this geographic concentration, our financial performance is largely influenced by economic conditions in these markets.
At December 31, 2025, our banking operations in Utah, Idaho, Texas, and California represented 77% of our commercial lending portfolio, 72% of our CRE lending portfolio, and 71% of our consumer lending portfolio. This geographic concentration results in our financial performance being closely tied to economic conditions within these key markets.
The Federal Home Loan Bank (“FHLB”) system and Federal Reserve have been, and remain, significant sources of additional liquidity and funding. However, borrowing from the FHLB is subject to requirements and conditions, and may not always be available as a source of liquidity.
The Federal Home Loan Bank (“FHLB”) system and Federal Reserve remain significant sources of supplementary liquidity and funding. However, access to FHLB advances is subject to specific eligibility requirements and conditions, and such funding may not always be 16 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES available.
For example, we use models to inform our estimate of the allowance for credit losses, manage interest rate and liquidity risk, project stress losses in various segments of our loan and investment portfolios, and forecast net revenue under stress. However, models cannot perfectly predict outcomes, and management decisions based on these models may therefore be suboptimal.
We utilize various models in the management of the Bank, including those used to estimate the allowance for credit losses (“ACL”), manage interest rate and liquidity risk, project stress-related losses across segments of our loan and investment portfolios, and forecast net revenue under adverse conditions. However, models are inherently subject to limitations and cannot precisely predict future outcomes.
Our ability to fully realize our deferred tax asset could be reduced in the future if our estimates of future taxable income from our operations, future reversals of existing deferred tax liabilities (“DTLs”), or tax planning strategies do not support the realization of our deferred tax asset.
Our ability to fully realize the value of these assets may be adversely affected if future projections of taxable income, anticipated reversals of existing deferred tax liabilities (“DTLs”), or the effectiveness of tax planning strategies do not sufficiently support their recoverability.
Changes in applicable tax laws, regulations, macroeconomic conditions, or market conditions may adversely affect our financial results, and there can be no assurance that we will be able to fully realize our deferred tax assets. For information about how we manage capital, see “Capital Management” in MD&A on page 77.
Additionally, changes in applicable tax laws and regulations, as well as shifts in macroeconomic or market conditions, may adversely impact our financial results. Accordingly, there can be no assurance that we will be able to fully realize our DTAs.
Political developments, including those arising from transitions in administration and shifts in congressional control, may create volatility and uncertainty, potentially resulting in significant changes in the size, scope, and effectiveness of government agencies and services. Political developments, such as those recently announced or enacted by the new administration, may result in sudden changes in laws, policies, and government operations.
Political developments—including those resulting from administrative transitions and shifts in congressional control—can introduce volatility and uncertainty, potentially leading to significant changes in the size, scope, and effectiveness of government agencies and services. Political developments may result in rapid changes to legislation, public policy, and governmental operations.
The soundness and stability of many financial institutions may be closely interrelated due to credit, trading, clearing, or other relationships between these institutions. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses, or defaults by other institutions.
The soundness and stability of many financial institutions are often closely interconnected through various credit, trading, clearing, or other operational relationships. As a result, concerns regarding—or an actual or threatened default by—any single institution could lead to widespread liquidity and credit problems, losses, or defaults across the broader financial system.
If we experience such adverse effects with respect to our employees, our business, financial condition, and results of operations could be adversely or materially impacted.
If we experience such adverse effects with respect to our employees, our business, financial condition, and results of operations could be adversely or materially impacted. 17 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES We have undertaken, and continue to implement, significant initiatives to improve operating efficiency and strengthen our internal control environment.
The OCC’s statutory and regulatory frameworks have been used by publicly traded banking organizations relatively rarely and are not as well developed as the corporate and securities law frameworks applicable to other public corporations.
The OCC’s statutory and regulatory frameworks, however, have been applied relatively infrequently to publicly traded banking institutions and remain less developed than the corporate and securities law regimes applicable to other public companies.
LIQUIDITY RISK Changes in the levels and sources of liquidity and capital may limit our operations and potential growth. Our primary source of liquidity is deposits from our customers, which can be influenced by market-related forces such as increased competition and other factors.
LIQUIDITY RISK Fluctuations in the availability and sources of liquidity and capital could restrict our operational flexibility and constrain future growth opportunities. Our primary source of liquidity is customer deposits, which can be influenced by market-related forces such as increased competition, the adoption of emerging technologies—including stablecoins and tokenized deposits—and various other external factors.
As cybersecurity threats continue to evolve, we allocate necessary resources to modify or enhance our defenses and investigate or remediate any information security vulnerabilities.
As cybersecurity threats continue to evolve, we remain committed to allocating the necessary resources in an effort to strengthen our defenses and address any information security vulnerabilities.
Under the National Bank Act and OCC regulations, certain capital transactions, including share repurchases, are subject to the approval of the OCC. These requirements may limit our ability to respond to and take advantage of market developments. Regulatory requirements, economic conditions, and other factors may require us to raise capital at times or in amounts that are unfavorable to us.
These regulatory constraints may limit our ability to respond to and take advantage of evolving market opportunities. Regulatory requirements, prevailing economic conditions, and other factors may require us to raise capital under circumstances or in amounts that are unfavorable to us. We are subject to risk-based and leverage capital ratio requirements established by our federal banking regulators.
Congress, state legislatures, and other governing or consultative bodies continue to enact rules, laws, and policies to regulate the financial services industry and public companies, including laws that are designed to promote, protect, or penalize certain activities or industries and their access to financial services.
Congress, and other governing or advisory bodies continue to implement rules, laws, and policies that affect financial institutions and public companies. These measures are often intended to promote, restrict, or penalize particular activities or industries, thereby influencing their access to financial services.
As to securities laws, the OCC maintains its own securities offering framework applicable to national banks and their securities offerings, and our compliance with the Exchange Act is governed and enforced by the OCC. 22 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES State corporate codes, including that of Utah, are widely recognized, updated by legislative action from time-to-time, and may be based on and influenced by model statutes.
In matters related to securities laws, the OCC enforces its own securities offering framework applicable to national banks and their securities issuances. Accordingly, our compliance with the Exchange Act is governed and enforced by the OCC. State corporate statutes—such as those of Utah—are widely recognized, regularly updated through legislative processes, and often informed by model corporate law frameworks.
A failure in our internal controls could significantly negatively impact our earnings, and the perception that customers, regulators, and investors may have of us, thereby adversely affecting our business and stock price. We could be adversely affected by internal and external fraud schemes.
A failure in our internal controls could materially and negatively affect our financial performance and earnings. Moreover, any perceived weakness in our internal controls may undermine stakeholder confidence—including that of customers, regulators, and investors—potentially resulting in reputational harm and adverse impacts on our business operations and stock price. We could be adversely affected by internal and external fraud schemes.
We may face additional risks to the extent our hardware and software providers are unable to deliver patches and updates to mitigate vulnerabilities or we are unable to implement patches in a timely manner, particularly when a vulnerability is being actively exploited by threat actors.
Additional risks may arise if hardware and software vendors are unable to deliver timely patches or if we are unable to implement necessary updates promptly—particularly in cases where threat actors are actively exploiting known vulnerabilities.
Protracted congressional negotiations in Washington, D.C. regarding government funding and other issues introduce additional volatility into the U.S. economy, particularly affecting capital and credit markets and the banking industry. The U.S. government is currently operating under a continuing resolution that provides short-term appropriations.
Prolonged congressional negotiations in Washington, D.C. regarding government funding and related issues introduce additional volatility into the U.S. economy, particularly affecting capital and credit markets and the banking industry. Legislative efforts to enact comprehensive, long-term appropriations have encountered significant challenges in recent years, thereby increasing the risk of a federal government shutdown.
We are, and may in the future become, subject to these laws by offering our products and services to certain industries or in certain locations. The nature of these laws and regulations and their effect on our future business and performance cannot be predicted.
As a provider of financial products and services across multiple industries and geographic markets, we are subject to these regulatory frameworks and may be affected by future legislative developments. Because the scope and impact of these laws and regulations continue to change, their ultimate effect on our business operations and financial performance cannot be predicted.
For information about how we manage liquidity risk, including rating agency actions, see “Liquidity Risk Management” in MD&A on page 73. STRATEGIC AND BUSINESS RISK Challenges faced by other financial institutions could adversely affect financial markets as a whole and have indirect adverse effects on us.
For more information on our approach to managing liquidity risk, including considerations related to rating agency actions, see “Liquidity Risk Management” in MD&A on page 75. STRATEGIC AND BUSINESS RISK Challenges experienced by other financial institutions could negatively impact the broader financial markets and, in turn, indirectly have an adverse effect on our operations.
The types of attacks these threat actors use include, but are not limited to, exploiting customer or system vulnerabilities or misconfigurations, denial-of-service, ransomware, compromising business emails, deceiving employees through email phishing or social engineering, and compromising any of our suppliers.
Threat actors employ a variety of tactics, including exploiting system vulnerabilities or misconfigurations, launching denial-of-service attacks, deploying ransomware, compromising business email systems, deceiving employees through email phishing and social engineering, and targeting our suppliers. These threats can be difficult to detect over extended periods and may be further exacerbated by the use of AI.
The range of permissible financial activities is set forth in the Gramm-Leach-Bliley Act and is more limited for banks than for bank holding company organizations. The differences relate mainly to insurance underwriting (but not insurance agency activities) and merchant banking (but not broker-dealer and investment advisory activities).
The scope of permissible financial activities is defined under the Gramm-Leach-Bliley Act, with banks subject to more limited authorities than bank holding companies. Notably, bank holding companies may engage in insurance underwriting and merchant banking activities, whereas banks are generally restricted from these lines of business, although insurance agency, broker-dealer, and investment advisory activities remain permissible.
These types of catastrophic events, including the recent wildfires in Southern California, have posed physical risks to our property and disrupted the local economy, our business, and customers, including decreased access to insurance and other services. Additionally, catastrophic events occurring in other regions of the world may have an impact on us and our customers.
Events, such as the 2025 wildfires in Southern California, have presented physical risks to our facilities, disrupted local economic activity, and adversely affected our business and customers—particularly through reduced access to insurance and essential services. Additionally, similar events occurring in other parts of the world may also have indirect impact on our operations and customers.
Changes in FHLB or Federal Reserve funding programs could also adversely affect our liquidity and management of associated risks. Unfavorable rating actions from rating agencies could adversely affect both us and the holders of our securities. We access capital markets to supplement our funding. This access is influenced by the ratings assigned to us by rating agencies.
Furthermore, changes to FHLB or Federal Reserve funding programs could adversely affect our liquidity and the effectiveness of our risk management efforts. Unfavorable rating actions by credit rating agencies could negatively impact our organization as well as the holders of our securities.
Many of these actions are being legally challenged or require further legislative action before implementation. The extent and timing of these changes are uncertain, as are their potential impacts, whether beneficial or adverse, on our business, financial performance, and customers. Legislative, administrative, and judicial changes to tax laws, regulations, and case law may adversely impact our business and financial performance.
Consequently, the timing, scope, and ultimate impact of these developments are uncertain and may produce either favorable or adverse effects on our business operations, financial performance, and customer relationships. Legislative, administrative, and judicial changes to tax laws, regulations, or case law could adversely affect our business operations and financial performance.
The National Bank Act and related regulations may also complicate the structuring of certain nonbank acquisitions. These differences could adversely affect the ability of the Bank and other banks registered under the National Bank Act to efficiently consummate acquisition transactions.
Additionally, the National Bank Act and its implementing regulations may introduce complexities in structuring acquisitions involving nonbank entities. These distinctions may adversely affect the ability of the Bank, and other institutions governed by the National Bank Act, to execute acquisition transactions efficiently.
These regions are known for being vulnerable to natural disasters and other risks, such as hurricanes, tornadoes, earthquakes, wildfires, floods, mudslides, prolonged droughts, and other weather-related events, some of which may be exacerbated by climate change and become more frequent and intense.
These include hurricanes, tornadoes, earthquakes, wildfires, floods, mudslides, prolonged droughts, and other weather-related events, many of which may be exacerbated by the effects of climate change and occur with increasing frequency and severity.
Unlike state corporate law, the National Bank Act requires shareholder approval of all mergers between a national bank and another national or state bank and does not allow for exceptions in the case of various “minor” mergers, such as a parent company’s merger with a subsidiary or an acquirer’s merger with an unaffiliated entity in which the shares issued by the acquirer do not exceed a designated percentage.
Unlike state corporate law, the National Bank Act requires shareholder approval for all mergers involving a national bank and another national or state-chartered bank, without providing exceptions for certain “minor” transactions—such as mergers between a parent company and its subsidiary, or transactions where an acquiring entity issues shares below a specified threshold to an unaffiliated party.
In addition, any enforcement matters could impact our supervisory and CRA ratings, which may restrict or limit our activities. The corporate and securities laws governing us are less developed than those for state-chartered corporations, potentially impacting our ability to execute corporate transactions efficiently and optimally.
The corporate and securities laws applicable to us are less developed than those governing state-chartered corporations, which may impact our ability to execute corporate transactions efficiently and effectively. Our corporate affairs are governed by the National Bank Act, with related regulations administered by the OCC.
This phenomenon, sometimes referred to as “systemic risk,” may adversely affect financial 16 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES intermediaries, such as clearing agencies, clearing houses, banks, securities firms, and exchanges, with which we interact on a daily basis, and therefore, could adversely affect us.
This phenomenon, commonly referred to as “systemic risk,” may adversely affect financial intermediaries such as clearing agencies, clearing houses, banks, securities firms, and exchanges with which we regularly engage, and may therefore negatively impact our operations. Events in the financial services industry during 2023 illustrated this dynamic.
OPERATIONAL RISK Our operations could be disrupted by the impact of new and ongoing projects and initiatives. We may encounter significant operational disruptions arising from our numerous projects and initiatives. These disruptions may include significant time delays, cost overruns, loss of key personnel, technological issues, and processing failures.
OPERATIONAL RISK Our operations may experience disruptions as a result of the implementation and impact of new and ongoing projects and initiatives. We may face significant operational disruptions in connection with the execution of our various strategic projects and initiatives. Potential challenges include extended implementation timelines, budget overruns, loss of key personnel, technological issues, and processing errors.
At December 31, 2024, we had a net deferred tax asset of $904 million. The accounting treatment for realization of deferred tax assets is complex and requires judgment.
We may be unable to fully realize our DTAs, which could negatively impact our operating results and overall financial performance. At December 31, 2025, we had a net deferred tax asset (“DTA”) of $714 million. The accounting treatment for the realization of DTAs involves complex considerations and requires significant management judgment.
We maintain insurance coverage to mitigate the financial risk of defense costs, settlements, and awards, but the coverage is subject to deductibles and limits of coverage. Our involvement in any such matters, even if the matters are ultimately determined in our favor, could also cause significant harm to our reputation and divert management attention from the operation of our business.
Although we maintain insurance coverage intended to mitigate financial exposure related to legal defense, settlements, and awards, such coverage is subject to deductibles and policy limits and may not fully offset all associated costs. Participation in legal or regulatory matters—regardless of outcome—can also negatively impact our reputation and divert management attention from core business operations.
The rates we pay on our securities are also affected by, among other factors, the credit ratings assigned to us and our securities by recognized rating agencies. Ratings downgrades to us or our securities could increase our costs or otherwise negatively impact our liquidity position, financial condition, or the market prices of our securities.
The interest rates applicable to our issued securities are also impacted by these credit ratings. Any downgrade of our ratings or those of our securities could result in higher funding costs and may negatively impact our liquidity position, financial condition, or the market valuation of our securities.
Any of the risks described in this section may give rise to adverse publicity and other expressions of negative public opinion, increased regulatory scrutiny, and damaged relationships among other reputational risks.
REPUTATIONAL RISK Operational, regulatory, compliance, and legal risks may harm our business and brands. Any of the risks outlined in the Risk Factors section may result in harm to our business and brands, including negative publicity, unfavorable public perception, increased regulatory scrutiny, deterioration of stakeholder relationships, or other adverse effects.
For example, these conflicts have affected and could continue to affect the availability and price of commodities and products, adversely affecting supply chains and increasing inflationary pressures; the value of currencies, interest rates, and other components of financial markets; and lead to increased risks of events such as cyberattacks that could result in severe costs and disruptions to governmental entities and companies and their operations.
These developments have affected, and may continue to affect, the availability and pricing of commodities and products, thereby disrupting supply chains and contributing to inflationary pressures. Additionally, they have affected currency valuations, interest rates, and other financial market indicators, while increasing the likelihood of cyberattacks that could result in significant costs and operational disruptions for governments and businesses alike.
Such a charge could result from, among other factors, weakening in the economic environment, a decline in the performance of the reporting unit, or new legislative or regulatory changes not anticipated in management’s expectations. We may unable to fully realize our deferred tax assets, which could adversely affect our operating results and financial performance.
Such a charge may arise due to various factors, including deterioration in the economic environment, a decline in the financial performance of the reporting unit, or the emergence of new legislative or regulatory developments that were not anticipated in management’s forecasts.
These uncertainties and risks, including those created by legislative and regulatory change and uncertainties, such as recent regulatory proposals that would significantly revise the capital requirements and expand long-term debt requirements applicable to large banking organizations, may increase our cost of capital and other financing costs.
Moreover, legislative and regulatory frameworks introduce additional uncertainty and risks. Recent regulatory proposals—such as those aimed at significantly revising capital standards and expanding long-term debt requirements for large banking organizations—may increase our cost of capital and other financing expenses. For more information about these regulatory proposals, see “Regulatory Developments” in Supervision and Regulation on page 9.
See “Supervision and Regulation” on page 7 for further information about the regulations applicable to us and the financial services industry generally. Regulators, the U.S.
We, along with the broader financial services industry, have incurred—and will continue to incur—significant personnel, systems, consulting, and other costs required to comply with evolving banking regulations. For additional information regarding the regulatory frameworks applicable to us and the financial services industry generally, see “Supervision and Regulation” on page 7. Regulators, federal and state legislatures, the current administration, the U.S.
Our operational controls and third-party management programs may not always provide adequate oversight and control. Inadequate performance by third parties can adversely affect our ability to deliver products and services to our customers and conduct our business.
Our internal control and third-party risk management frameworks may not always provide adequate oversight or mitigate all potential exposure. Substandard performance by third-party providers can adversely affect our ability to deliver products and services effectively, disrupt business 19 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES continuity, and negatively impact customer experience.
We utilize stress testing as an important mechanism to inform our decisions on the appropriate level of capital, based on hypothetically stressed economic conditions.
We utilize stress testing as an important tool for informing decisions regarding the appropriate level of capital to maintain under adverse economic conditions. These tests are based on hypothetical scenarios that reflect a severity comparable to those published by the FRB.
Identification, interpretation, and implementation of complex and changing accounting standards, as well as compliance with regulatory requirements, pose an ongoing risk. The value of our goodwill may decline in the future. If the fair value of a reporting unit is determined to be less than its carrying value, we would take a charge related to the impairment of our goodwill.
If the fair value of a reporting unit is determined to be lower than its carrying value, we would be required to recognize a goodwill impairment charge.
This, in turn, may adversely impact the income generated from our loan and investment portfolios, result in higher charge-offs, and necessitate an increase in the allowance for credit losses. We have a concentration of risk from counterparties, which may have unique risk characteristics that may adversely affect our results. Concentrations of risk from counterparties could adversely affect us.
We have a concentration of risk associated with certain counterparties, which may present unique risk characteristics that could adversely impact our financial results. Exposure to concentrations of risk among counterparties may have an adverse effect on our financial performance. Similar risk profiles across our loan and investment securities portfolios could pose additional credit risk.
We are subject to the income tax laws of the U.S., its states, and other jurisdictions where we conduct business. These laws are complex and subject to different interpretations by the taxpayer and the various taxing authorities.
We are subject to income tax laws in the U.S., its individual states, and other jurisdictions in which we operate. These laws are inherently complex and open to varying interpretations by both taxpayers and taxing authorities. In determining our income tax provision, management exercises judgments and relies on estimates to interpret applicable statutes, related regulations, and case law.
While we and our third-party suppliers have experienced cybersecurity incidents in the past that have not materially impacted our data, customers, or operations, there can be no assurance that future failures, interruptions, or significant security breaches will not occur or that they will be adequately addressed.
While past cybersecurity incidents involving our systems and those of our third-party providers have not resulted in material impacts to our data, customers, or operations, we cannot guarantee that future incidents will not occur or that they will be effectively mitigated. The potential severity and consequences of such events are inherently uncertain.
While these relationships offer benefits, they also present risks. These risks vary based on several factors, such as the type and amount of data our suppliers may access or process, the concentration of services they provide to us, and the national and international locations from which they operate.
While these partnerships offer strategic and operational advantages, they also present a range of risks. These risks vary based on factors including the nature and volume of data accessed or processed by suppliers, the concentration of services they deliver, their exposure to downstream service providers, and the geographic locations—both domestic and international— from which services are provided.
These factors may lead to reduced loan demand, increased credit losses, and lower fee income, among other negative effects. Failure to effectively manage our interest rate risk could adversely affect our results. Net interest income is the largest component of our revenue. Factors beyond our control can significantly influence the interest rate environment and increase our risk.
Failure to adequately manage interest rate risk could have a material adverse impact on our financial results. Net interest income represents the largest component of our total revenue, and its performance is subject to a variety of external factors that can significantly influence the interest rate environment.
Our ability to execute our strategy, provide services, and remain competitive may be compromised if we are unable to recruit or retain qualified personnel, or if employee compensation and benefits costs increase substantially. Bank regulatory agencies have issued regulations and guidance that limit the manner and amount of compensation that banking organizations can provide to employees.
Additionally, recruiting and compensation costs may increase as a result of evolving workplace dynamics, market conditions, economic factors, and regulatory changes. Our ability to successfully execute strategic initiatives, deliver high-quality services, and remain competitive may be adversely affected if we are unable to recruit and retain qualified personnel, or if employee compensation and benefits expenses increase significantly.
Although not comprehensive, below we describe some of our material risk factors. 14 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES CREDIT RISK Credit quality has adversely affected us in the past and may adversely affect us in the future. Credit risk is one of our most significant risks.
CREDIT RISK Credit quality has negatively impacted our performance in the past and may continue to do so in the future. Credit risk is one of our most significant risks.
INTEREST RATE AND MARKET RISK We could be negatively affected by adverse economic conditions. Adverse economic conditions present significant risks to our business, impacting our loan and investment portfolios, capital levels, results of operations, and financial condition.
Adverse economic conditions present significant risks to our business, potentially impacting our loan and investment portfolios, capital adequacy, operating results, and overall financial condition. A slowing economy—combined with inflationary pressures, changes in monetary and fiscal policy, fluctuating interest rates, and declining valuations of fixed-rate assets—can amplify these risks.
Compliance with capital requirements may limit our ability to expand and has required, and may require, us to raise additional capital or retain earnings that could otherwise be distributed to shareholders.
These ratios may fluctuate based on broader economic conditions, our specific risk profiles, and strategic growth plans. Compliance with these capital requirements may limit our ability to pursue expansion and has, at times, required the retention of earnings or the issuance of additional capital that might otherwise have been distributed to shareholders.
The federal securities law regime established by the Securities Act and the Exchange Act and the SEC’s extensive and well-developed framework thereunder are widely used by public companies.
Similarly, the federal securities law regime established under the Securities Act and the Exchange Act, along with the SEC’s comprehensive regulatory infrastructure, is broadly utilized by publicly traded companies.
Additionally, customer behavior can significantly impact asset and liability values, as customers may choose to withdraw certain deposits or prepay certain loans at any time, affecting our expected cash flows. For information about how we manage interest rate risk and market risk, see “Interest Rate and Market Risk Management” in MD&A on page 70.
Disparities in rate sensitivity between assets and liabilities may result in unanticipated changes in their valuations, as well as related income and expense levels. Customer behavior can also significantly impact asset and liability outcomes; for instance, customers may choose to withdraw deposits or prepay loans, which can materially affect our expected cash flows.
While certain specific risks associated with operating under these frameworks are described below, unless and until these frameworks are further developed and established over time, the uncertainty of how these frameworks might apply to any given corporate or securities matters may prevent us from effecting transactions in an efficient and optimal manner or perhaps at all.
While specific risks associated with operating under these frameworks are outlined below, the current lack of clarity and maturity in the OCC's approach may introduce uncertainty in the application of these rules to corporate or securities-related matters. This uncertainty could hinder our ability to execute transactions efficiently, optimally, or in some cases, at all.
We cannot guarantee that such occurrences will not have a significant operational or customer impact. For information regarding risks associated with the replacement or upgrades of our technology systems, see “Strategic and Business Risk” in Risk Factors on page 16. For information about how we manage technology risk, see “Operational, Technology, and Cybersecurity Risk Management” in MD&A on page 76.
As such, we cannot ensure that such incidents will not result in significant operational or customer-facing impacts. For risks related to technology system enhancements, see “Strategic and Business Risk” in Risk Factors on page 17. The development and use of AI technologies present risks and challenges that could materially and adversely affect our business, financial condition, and results of operations.
TECHNOLOGY RISK Our operations and customer services could be adversely impacted by system vulnerabilities, failures, or outages. We rely on various information technology systems that support our internal operations and customer services.
These external factors may, in turn, adversely affect our operations and service delivery. For additional information about how we manage operational risk, see “Operational, Technology, and Cybersecurity Risk Management” in MD&A on page 78. TECHNOLOGY RISK Our operations and customer-facing services may be adversely affected by system vulnerabilities, failures, or outages.
Removed
ITEM 1A. RISK FACTORS We generate revenue and grow our businesses by taking prudent and well-managed risks. These risks are outlined in our Risk Management Framework. The Board has established an Audit Committee, a Compensation Committee, a Risk Oversight Committee (“ROC”), and appointed an Enterprise Risk Management Committee (“ERMC”) to oversee and implement the Risk Management Framework.
Added
ITEM 1A. RISK FACTORS Our ability to generate revenue and expand our business is inherently linked to the prudent and strategic management of risk. These risks are comprehensively defined within our Risk Management Framework, which serves as the foundation for our enterprise-wide approach to risk oversight.
Removed
The ERMC is comprised of senior management and is chaired by the Chief Risk Officer. These committees monitor various risk areas, such as credit, interest rate and market, liquidity, strategic and business, operational, technology, cybersecurity, capital/financial reporting, legal/compliance (including regulatory), and reputational risks, as outlined in our risk taxonomy.
Added
To promote effective governance, the Board has established several specialized committees: the Audit Committee, the Compensation Committee, and the Risk Oversight Committee (“ROC”). Additionally, the Enterprise Risk Management Committee (“ERMC”), chaired by the Chief Risk Officer and comprised of senior management, is responsible for implementing and maintaining the Risk Management Framework.
Removed
We have developed comprehensive policies, procedures, and controls to address these risks. However, we cannot guarantee that our actions will effectively prevent or mitigate the impact of these risks on our business or performance.
Added
These committees collectively oversee various risk categories, as defined in our risk taxonomy.
Removed
These factors could lead to increased delinquencies and defaults. Additionally, we engage in oil and gas-related lending, and provide leveraged and enterprise value loans across our entire footprint. These loans may be subject to specific risks, including governmental and social responses to environmental issues and climate change, volatility, and potential significant and prolonged declines in collateral-values and activity levels.
Added
These include credit risk, interest rate and market risk, liquidity risk, strategic and business risk, operational risk, technology risk, cybersecurity risk, capital/financial reporting risk, legal/compliance risk (including regulatory risk), and reputational risk. 14 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES In the “Risk Management” section in MD&A on page 56, we describe certain policies, procedures, and internal controls designed to identify, assess, and manage these risks.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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These assessments include, but are not limited to, framework maturity assessments, blind penetration testing, technology health checks, cyber skill and staffing assessments, externally facilitated tabletop exercises, external cyber legal counsel briefings, and strategic assessments. Findings from these assessments are regularly reviewed with management and the ROC.
These evaluations encompass a range of activities, including framework maturity assessments, blind penetration testing, technology health checks, cyber skill and staffing reviews, externally facilitated tabletop exercises, legal briefings from external cyber counsel, and strategic risk assessments. The results of these assessments are regularly reviewed with senior management and the ROC.
The ROC is responsible for reviewing reports from management related to enterprise-wide risk management efforts, including cybersecurity risks. As part of this oversight, the ROC conducts an annual review and approval of information security policies and programs, and receives regular updates on key risk indicators, threat trends, risk remediation activities, and operational events.
As part of its governance role, the ROC conducts an annual review and approval of the Bank's cybersecurity policies and programs. It also receives regular updates on key risk indicators, emerging threat trends, remediation efforts, and significant operational events. The ROC provides ongoing reports to the Board regarding its oversight activities, including those pertaining to cybersecurity.
ITEM 1C. CYBERSECURITY Cybersecurity risk is the risk of adverse impacts to the confidentiality, integrity, and availability of data owned, stored, or processed by the Bank or the accompanying information systems. The number and sophistication of attempts to disrupt or penetrate our systems and those of our suppliers continues to grow.
ITEM 1C. CYBERSECURITY Cybersecurity risk is the potential for adverse impacts on the confidentiality, integrity, and availability of data that is owned, stored, or processed by the Bank and the associated communications and information technology systems.
Information security risk is managed in accordance with an established ERM framework, which includes elements such as key risk indicators, enterprise standards, controls, and self-assessments that comply with established ERM policies. These elements are regularly assessed, measured, and reported to Board-level and Bank senior management-level risk committees, and those committees review such reports.
This includes front-line bankers, operations teams, Enterprise Risk Management (“ERM”), and internal audit functions. Cybersecurity risk is governed under an established ERM framework, which incorporates key risk indicators, enterprise-wide standards, internal controls, and self-assessments aligned with established ERM policies. These elements are subject to ongoing evaluation and are systematically measured and reported to both Board-level and senior management-level risk committees.
Upon the occurrence of a cybersecurity incident, whether identified internally or through third-party cybersecurity notifications, we assess the incident’s criticality and potential materiality and disclosure. This evaluation considers various factors, including service availability, operational impact, reputational consequences, regulatory and legal implications, data sensitivity, and direct financial impact.
This evaluation considers multiple factors, including service availability, operational disruption, reputational impact, regulatory and legal implications, sensitivity of affected data, and direct financial consequences. The CISO continuously monitors these criteria to assess the potential impact of each incident, both individually and in aggregate.
Regular reviews are performed to monitor changes in our suppliers’ cybersecurity risk posture. Continuous threat intelligence monitoring is also conducted to identify potential cybersecurity incidents involving third parties. We strive to negotiate appropriate cybersecurity provisions in our contracts with suppliers.
We utilize commercially available services intended to continuously monitor suppliers, leveraging real-time security scoring of supplier technology services, threat intelligence, financial and geopolitical risk analysis, and other cybersecurity-related metrics. Regular reviews are conducted to assess changes in suppliers’ cybersecurity risk profiles. Additionally, ongoing threat intelligence monitoring is performed in an effort to detect potential cybersecurity incidents involving third parties.
Additionally, we participate in various cybersecurity industry forums and have access to law enforcement analysis regarding current threats. Our supply chain risk management practices include risk assessments of suppliers, particularly regarding cybersecurity. We monitor our suppliers using commercially available services that provide real-time security scoring of supplier technology services, threat intelligence, financial intelligence, geopolitical risk intelligence, and other cybersecurity-related considerations.
Additionally, we actively participate in various cybersecurity industry forums and maintain access to law enforcement intelligence to stay informed of emerging threats and trends. Our supply chain risk management framework incorporates cybersecurity-focused assessments of third-party vendors.
Removed
These attempts are often referred to as hacking, cybersecurity fraud, cyberattacks, or other similar names. 24 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Cybersecurity risk is overseen by the Board and the Bank’s multiple lines of defense, including front-line bankers, operations teams, Enterprise Risk Management (“ERM”), and internal audit.
Added
The frequency and sophistication of attempts to disrupt or gain unauthorized access to our systems and those of our suppliers—commonly referred to as hacking, cybersecurity fraud, or cyberattacks—continues to grow. Oversight of cybersecurity risk is provided by the Board and managed through the Bank’s multiple lines of defense.
Removed
The ROC regularly reports on this oversight, including cybersecurity, to the Board. Management employs multiple real-time and interval-based monitoring and reporting mechanisms to detect and respond to cybersecurity incidents, and may also engage third parties to assist in these efforts.
Added
These committees are responsible for reviewing and responding to the findings to support effective risk mitigation and governance. 26 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES The ROC is responsible for reviewing management reports concerning enterprise-wide risk management activities, including those related to cybersecurity.
Removed
Documented escalation procedures are regularly tested through tabletop exercises and other activities, including notification to executive management during qualifying cybersecurity incidents. Management directly responsible for assessing, measuring, and managing cybersecurity risks include the Chief Information Security Officer (“CISO”) and the Chief Technology and Operations Officer (“CTOO”).
Added
To support these efforts, management utilizes a combination of real-time and periodic monitoring and reporting mechanisms designed to identify and respond to cybersecurity incidents. External third-party resources may also be engaged to enhance detection and response capabilities. Documented escalation procedures are routinely tested through tabletop exercises and other simulation activities.
Removed
The current CISO has more than 20 years of technology leadership experience, including significant direct involvement in cybersecurity efforts, and holds multiple industry certifications. The current CTOO has more than 25 years of experience in audit, risk, operations, and technology leadership, including previous roles as Chief Audit Executive and Director of Bank Operations.
Added
These procedures include timely notification to executive management in the event of qualifying cybersecurity incidents. Responsibility for the direct assessment, measurement, and management of cybersecurity risks resides within the Bank's Information Security and Technology and Operations functions.
Removed
The CISO and CTOO regularly report cybersecurity risk information to the Board or a Board committee. We engage multiple independent third parties and cyber experts to assess our information security programs and practices.
Added
These areas are led by the Chief Information Security Officer (“CISO”) and the Chief Technology and Operations Officer, who collectively bring extensive experience in cybersecurity, technology, operations, risk management, and audit, supported by experienced teams of cybersecurity, engineering, operations, and risk professionals.
Removed
The CISO continuously monitors these criteria to determine the incident's potential impact, individually or in aggregate. We have established escalation procedures to promptly inform senior and executive management, the Board (or relevant subcommittees), and regulators, based on the incident's criticality and materiality.
Added
These teams participate in ongoing training, education, and industry certification programs to maintain the skills necessary to address evolving cybersecurity threats. The Information Security function is responsible for establishing and maintaining the Bank’s cybersecurity framework, including threat monitoring, vulnerability management, incident response, and alignment with applicable regulatory and industry standards.
Removed
At December 31, 2024, risks from cybersecurity threats, including those arising from any previous cybersecurity incidents, have not materially impacted our business strategy, results of operations, or financial condition. Management has evaluated known cybersecurity incidents for potential materiality and disclosure using formal, documented processes and has determined that there have been no material cybersecurity incidents, either individually or in aggregate.
Added
The Technology and Operations function oversees the design, resilience, and control environment of the Bank’s technology infrastructure and operational processes, integrating cybersecurity considerations into enterprise systems, change management, and business continuity planning. These functions operate within a structured governance framework that includes defined policies, independent risk oversight, internal audit review, and formal reporting routines.
Removed
We acknowledge that future cybersecurity incidents could potentially have a material adverse effect on our organization, despite our efforts to prevent or mitigate such events. For additional discussion regarding cybersecurity risks, see “Cybersecurity Risk” in Risk Factors on page 19. 25 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
Added
Cybersecurity risk assessments, key risk indicators, incident reporting, and control effectiveness metrics are regularly escalated to senior management and provided to the Board or its designated committees to support effective oversight. To enhance the effectiveness of our cybersecurity program, we engage multiple independent third-party experts to evaluate our cybersecurity program and practices.
Added
We also strive to include robust cybersecurity provisions in supplier contracts to mitigate associated risks. In the event of a cybersecurity incident—whether identified internally or through third-party notifications—we conduct a structured assessment to determine the incident’s criticality, potential materiality, and disclosure requirements.
Added
Established escalation protocols facilitate timely notification to senior and executive management, the Board or its relevant committees, and regulators, based on the severity and materiality of the incident. 27 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES At December 31, 2025, cybersecurity threats— including those arising from prior incidents—did not have a material impact on our business strategy, results of operations, or financial condition.
Added
Management has applied formal, documented processes designed to evaluate known cybersecurity incidents for materiality and disclosure, and has concluded that no incidents to date have met the threshold for materiality, either individually or in aggregate. Nonetheless, we acknowledge that future cybersecurity incidents may have a material adverse effect, despite ongoing efforts to prevent or mitigate such events.
Added
For additional information regarding cybersecurity risks, see “Cybersecurity Risk” in Risk Factors on page 21.

Item 2. Properties

Properties — owned and leased real estate

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For additional information regarding leases and rental payments, see Note 8 of the Notes to Consolidated Financial Statements. ITEM 3. LEGAL PROCEEDINGS The information contained in Note 16 of the Notes to Consolidated Financial Statements is incorporated by reference herein. ITEM 4. MINE SAFETY DISCLOSURES None. 26 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES PART II
For additional information regarding lease arrangements and rental payments, see Note 8 of the Notes to Consolidated Financial Statements. ITEM 3. LEGAL PROCEEDINGS The information contained in Note 16 of the Notes to Consolidated Financial Statements is incorporated by reference herein. ITEM 4. MINE SAFETY DISCLOSURES None. PART II
ITEM 2. PROPERTIES At December 31, 2024, we operated 404 branches, with 275 owned and 129 leased. Additionally, our headquarters in Salt Lake City, Utah, is leased. Annual rental payments under long-term leases for leased premises are determined by various formulas and factors, including operating costs, maintenance, and taxes.
ITEM 2. PROPERTIES At December 31, 2025, we operated a total of 407 branches, comprising 278 owned locations and 129 leased premises. Our corporate headquarters, located in Salt Lake City, Utah, is also leased. Annual rental obligations under long-term lease agreements are calculated based on various factors, including operating expenses, maintenance costs, and applicable taxes.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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(“KBW”) Regional Bank Index (“KRX”). During the first quarter of 2024, we were removed from the S&P 500 Index and added to the S&P MidCap 400 Index. The KRX is a modified market capitalization-weighted regional bank and thrift stock index developed and published by KBW, a nationally recognized brokerage and investment banking firm specializing in bank stocks.
(“KBW”) Regional Bank Index (“KRX”). During the first quarter of 2024, we were removed from the S&P 500 Index and added to the S&P MidCap 400 Index. The KRX is a modified market capitalization-weighted index comprising geographically diverse regional bank and thrift stocks.
INDEXED COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN 2019 2020 2021 2022 2023 2024 Zions Bancorporation, N.A. 100.0 86.8 129.5 103.6 96.9 124.1 KBW Regional Bank Index 100.0 91.3 124.8 116.1 115.7 131.0 S&P 500 100.0 118.4 152.3 124.7 157.5 196.8 S&P MidCap 400 100.0 113.6 141.6 123.1 143.2 163.1 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The information contained in Item 12 of this Form 10-K is incorporated by reference herein.
INDEXED COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN 2020 2021 2022 2023 2024 2025 Zions Bancorporation, N.A. 100.0 149.1 119.3 111.6 142.9 159.5 KBW Regional Bank Index 100.0 136.7 127.2 126.7 143.4 152.7 S&P 500 100.0 128.7 105.4 133.0 166.3 196.0 S&P MidCap 400 100.0 124.6 108.3 126.0 143.5 154.3 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The information contained in Item 12 of this Form 10-K is incorporated by reference herein.
The following schedule summarizes our share repurchases by quarter for the year ended December 31, 2024: 2024 SHARE REPURCHASES Period Total number of shares purchased 1 Average price paid per share Shares purchased as part of publicly announced plans First quarter 890,167 $ 39.32 890,167 Second quarter — — — Third quarter 2,799 49.62 — October 346 50.93 — November 7,413 60.35 — December — — — Fourth quarter total 7,759 59.93 — Total 2024 900,725 $ 39.53 890,167 1 Includes common shares acquired in connection with our stock compensation plan.
The following schedule summarizes our share repurchases by quarter for the year ended December 31, 2025: 2025 SHARE REPURCHASES Period Total number of shares purchased 1 Average price paid per share Shares purchased as part of publicly announced plans First quarter 771,368 $ 53.62 747,268 Second quarter — — — Third quarter 1,876 56.45 — Fourth quarter — — — Total 2025 773,244 $ 53.63 747,268 1 Includes amounts related to common shares repurchased in connection with our stock compensation plan.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES PREFERRED STOCK We have 4.4 million authorized shares of preferred stock without par value and with a liquidation preference of $1,000 per share. At December 31, 2024, 66,139 shares of Series A preferred stock were outstanding.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES PREFERRED STOCK Our preferred stock is listed on the National Association of Securities Dealers Automated Quotations (“NASDAQ”) Global Select Market under the ticker symbol “ZIONP.” We have 4.4 million authorized shares of preferred stock, without par value, each carrying a liquidation preference of $1,000 per share.
In December 2024, we fully redeemed the outstanding shares of our Series G, I, and J preferred stock for a cash payment of approximately $374 million. The redemption resulted in a one-time reduction to net earnings applicable to common shareholders of approximately $6 million, arising from the recognition of capitalized preferred stock issuance costs.
The redemption resulted in a one-time reduction of approximately $6 million in net earnings applicable to common shareholders, reflecting the recognition of previously capitalized preferred stock issuance costs. For more information regarding our preferred stock, see Note 14 of the Notes to Consolidated Financial Statements.
Share Repurchases During the first quarter of 2024, we repurchased 0.9 million common shares outstanding for $35 million at an average price of $39.32 per share. The amounts repurchased during the third and fourth quarters of 2024 were related to shares acquired in connection with our stock compensation plan.
Share Repurchases In February 2025, we publicly announced a plan to repurchase up to $40 million of common shares outstanding during the fiscal year 2025, all of which were repurchased in the first quarter of 2025. We also acquired $1 million of shares during the first quarter in connection with our stock compensation plan.
These shares were acquired from employees to cover their payroll taxes and stock option exercise cost upon the exercise of stock options. 27 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Performance Graph The following stock performance graph compares the five-year cumulative total return of our common stock with the Standard and Poor’s (“S&P”) 500 Index, the S&P MidCap 400 Index, and the Keefe, Bruyette & Woods, Inc.
For more information regarding our common stock activity, see the Consolidated Statement of Changes in Shareholders’ Equity on page 93. Performance Graph The following stock performance graph illustrates the five-year cumulative total return of our common stock, compared with the Standard and Poor’s (“S&P”) 500 Index, the S&P MidCap 400 Index, and the Keefe, Bruyette & Woods, Inc.
Equity Capital and Dividends As of February 3, 2025, there were 3,427 registered shareholders of record of our common stock. In January 2025, the Board declared a dividend of $0.43 per common share, payable on February 20, 2025 to shareholders of record at the close of business on February 13, 2025.
This figure does not reflect the actual number of beneficial owners of the Bank's stock. In January 2026, the Board declared a 28 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES quarterly dividend of $0.45 per common share, payable on February 19, 2026, to shareholders of record at the close of business on February 12, 2026.
Removed
See Note 14 of the Notes to Consolidated Financial Statements for further information regarding our preferred stock. COMMON STOCK Market Information Our common stock is traded on the National Association of Securities Dealers Automated Quotations (“NASDAQ”) Global Select Market under the symbol “ZION.” On February 3, 2025, the closing price of our common stock on NASDAQ was $56.25 per share.
Added
At December 31, 2025, 66,139 shares of Series A preferred stock were outstanding. In December 2024, we completed the full redemption of all outstanding shares of Series G, I, and J preferred stock, resulting in a cash payment of approximately $374 million.
Removed
In February 2025, we received the necessary approvals to repurchase up to $40 million of common shares outstanding during the fiscal year 2025. For more information regarding our common stock activity, see the Consolidated Statement of Changes in Shareholders’ Equity on page 93.
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COMMON STOCK Market Information Our common stock is listed on NASDAQ under the ticker symbol “ZION.” On February 9, 2026, the closing price of our common stock on NASDAQ was $65.16 per share. Equity Capital and Dividends As of February 9, 2026, there were 3,313 registered shareholders of record of our common stock.
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The index is composed of 50 geographically diverse stocks representing regional banks or thrifts. The stock performance graph is based upon an initial investment of $100 on December 31, 2019 and assumes reinvestment of dividends. PERFORMANCE GRAPH FOR ZIONS BANCORPORATION, N.A.
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Repurchases in the third quarter of 2025 were limited to shares acquired solely in connection with our stock compensation plan.
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These shares were acquired from employees to cover payroll tax obligations and stock option exercise costs incurred upon the exercise of stock options. In January 2026, we publicly announced a plan to repurchase up to $75 million of common shares outstanding during the first quarter of 2026.
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It is developed and published by KBW, a nationally recognized brokerage and investment banking firm specializing in financial institutions. The following performance graph is based on a $100 investment made on December 31, 2020, and assumes the reinvestment of all dividends. 29 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES PERFORMANCE GRAPH FOR ZIONS BANCORPORATION, N.A.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

246 edited+87 added−104 removed4 unchanged
We report these investments as technology spend, which includes the following: • Technology, telecom, and information processing expense — includes current period expenses presented on the consolidated statement of income related to application software licensing and maintenance, telecommunications, and data processing, less related non-cash amortization and depreciation; • Other technology-related expense — includes related noncapitalized salaries and employee benefits, occupancy and equipment, and professional and legal services; and • Technology investments — includes capitalized technology infrastructure equipment, hardware, and software (both purchased and internally developed).
We report these investments as technology spend, which includes the following: • Technology, telecom, and information processing expense — includes current period expenses presented on the consolidated statement of income related to application software licensing and maintenance, telecommunications, and data processing, less related amortization and depreciation of capitalized technology investments; • Other technology-related expense — includes related noncapitalized salaries and employee benefits, occupancy and equipment, and professional and legal services; and • Technology investments — includes capitalized technology infrastructure equipment, hardware, and software (both purchased and internally developed).
Changes in the ALLL and RULC, net of charge-offs and recoveries, are recorded as the provision for loan and lease losses and the provision for unfunded lending commitments, respectively, on the consolidated statement of income. The ACL for debt securities is estimated separately from loans and is included in “Investment securities” on the consolidated balance sheet.
Changes in the ALLL and RULC, net of charge-offs and recoveries, are recognized as the provision for loan and lease losses and the provision for unfunded lending commitments, respectively, on the consolidated statement of income. The ACL for debt securities is estimated separately from loans and is included in “Investment securities” on the consolidated balance sheet.
Loans include nonaccrual and modified loans. 37 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES The Allowance and Provision for Credit Losses The allowance for credit losses (“ACL”) comprises both the allowance for loan and lease losses (“ALLL”) and the reserve for unfunded lending commitments (“RULC”).
Loans include nonaccrual and modified loans. 39 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES The Allowance and Provision for Credit Losses The allowance for credit losses (“ACL”) comprises both the allowance for loan and lease losses (“ALLL”) and the reserve for unfunded lending commitments (“RULC”).
Additionally, refer to Note 3 and Note 5 of the Notes to Consolidated Financial Statements for more information on fair value measurements and the accounting for our investment securities portfolio. 50 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES INVESTMENT SECURITIES PORTFOLIO December 31, 2024 December 31, 2023 (In millions) Par Value Amortized cost Fair value Par Value Amortized cost Fair value Available-for-sale U.S.
For more information on fair value measurements and the accounting for our investment securities portfolio, refer to Note 3 and Note 5 of the Notes to Consolidated Financial Statements. 50 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES INVESTMENT SECURITIES PORTFOLIO December 31, 2025 December 31, 2024 (In millions) Par Value Amortized cost Fair value Par Value Amortized cost Fair value Available-for-sale U.S.
ERM supports employees, management, and the Board in assessing, measuring, managing, and monitoring this risk in accordance with our Risk Management Framework. For example, we have documented control self-assessments related to financial reporting under the 2013 framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and the FDICIA.
ERM supports employees, management, and the Board in assessing, measuring, managing, and monitoring this risk in accordance with our Risk Management Framework. For example, we maintain documented control self-assessments related to financial reporting under the 2013 framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and FDICIA requirements.
For more information on our investment securities portfolio and borrowed funds, and how we manage liquidity risk, refer to the “Investment Securities Portfolio” section on page 50 and the “Liquidity Risk Management” section on page 73.
For more information on our investment securities portfolio and borrowed funds, and how we manage liquidity risk, refer to the “Investment Securities Portfolio” section on page 50 and the “Liquidity Risk Management” section on page 75.
For the yield calculations, average loan balances include the principal amounts of nonaccrual and restructured loans. Interest payments received on nonaccrual loans are not recognized as interest income, but are applied as reductions to the principal outstanding. Additionally, interest on modified loans is generally accrued at the modified rates.
For yield calculations, average loan balances include the principal amounts of nonaccrual and restructured loans. Interest payments received on nonaccrual loans are not recognized as interest income; instead, they are applied as reductions to the outstanding principal. Additionally, interest on modified loans is generally accrued at the modified rates.
Allowance for Credit Losses The ACL includes the ALLL and the RULC and represents our estimate of current expected credit losses related to the loan and lease portfolio and unfunded lending commitments as of the balance sheet date.
Allowance for Credit Losses The ACL comprises both the ALLL and the RULC and represents our estimate of current expected credit losses related to the loan and lease portfolio and unfunded lending commitments as of the balance sheet date.
For more information regarding our investment securities portfolio, swaps, and related unrealized gains and losses, refer to the “Interest Rate Risk Management” section on page 70, the “Capital Management” section on page 77, and Note 5 of the Notes to Consolidated Financial Statements.
For more information regarding our investment securities portfolio, swaps, and related unrealized gains and losses, refer to the “Interest Rate Risk Management” section on page 72, the “Capital Management” section on page 80, and Note 5 of the Notes to Consolidated Financial Statements.
For further information on derivative contracts, see Note 7 of the Notes to Consolidated Financial Statements. Operational, Technology, and Cybersecurity Risk Management Operational Risk Management Operational risk is the risk to current or anticipated earnings or capital arising from inadequate or failed internal processes or systems, human errors or misconduct, or adverse external events.
For further information regarding derivative contracts, see Note 7 of the Notes to Consolidated Financial Statements. Operational, Technology, and Cybersecurity Risk Management Operational Risk Management Operational risk refers to the potential impact on current or anticipated earnings or capital arising from inadequate or failed internal processes or systems, human errors or misconduct, or adverse external events.
Fair Value Estimates We measure certain assets and liabilities at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
Fair Value We measure certain assets and liabilities at fair value, which represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.
For more information about our compliance with the Basel III capital requirements, see the “Supervision and Regulation” section on page 7 and Note 15 of the Notes to Consolidated Financial Statements.
For more information regarding our compliance with the Basel III capital requirements, see the “Supervision and Regulation” section on page 9 and Note 15 of the Notes to Consolidated Financial Statements.
At December 31, 2024, TCBW operated two branches in Washington and one branch in Oregon. The FDIC deposit market share data at June 30, 2024 for TCBW in Washington and Oregon was not meaningful.
At December 31, 2025, TCBW operated two branches in Washington and one branch in Oregon. FDIC deposit market share data for TCBW in Washington and Oregon at June 30, 2025 was not considered meaningful.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information required by this Item is included in “Interest Rate and Market Risk Management” in MD&A beginning on page 70, and is hereby incorporated by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Information required by this Item is included in “Interest Rate and Market Risk Management” within MD&A, beginning on page 72, and incorporated herein by reference.
We strive to maintain a high level of interest-earning assets relative to total assets. For more information regarding the average balances, associated revenue generated, and the respective yields of our interest-earning assets, see the Average Balance Sheet on page 36.
We strive to maintain a high level of interest-earning assets relative to total assets. For more information regarding average balances, the associated revenue generated, and the corresponding yields of these assets, see the Average Balance Sheet on page 39.
See Note 6 of the Notes to Consolidated Financial Statements for more information on nonaccrual loans. Classified Loans Classified loans are considered loans with well-defined weaknesses and are assigned using our internal risk grade definitions of substandard and doubtful, which are consistent with regulatory risk classifications.
For more information on nonaccrual loans, see Note 6 of the Notes to Consolidated Financial Statements. 69 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Classified Loans Classified loans are considered loans with well-defined weaknesses and are assigned using our internal risk grade definitions of substandard and doubtful, which are consistent with regulatory risk classifications.
Depending on our ownership position and level of influence over the investees’ business, these equity investments may be accounted for using various methods, including cost less impairment, adjusted for observable price changes, fair value, the equity method, or proportional or full consolidation.
Depending on our ownership interest and level of influence over an investee’s operations, equity investments may be accounted for using various methods, including cost less impairment (adjusted for observable price changes), fair value, the equity method, or proportional or full consolidation.
These sensitivity analyses are hypothetical and have been provided only to indicate the potential impact that changes in economic forecasts and changes in risk-grades may have on the ACL estimate. See Note 6 of the Notes to Consolidated Financial Statements for more information on the processes and methodologies used to estimate the ACL.
These sensitivity analyses are hypothetical and are provided solely to illustrate the potential impact of changes in economic forecasts and risk grades on the ACL estimate. For more information on the processes and methodologies used to estimate the ACL, see Note 6 of the Notes to Consolidated Financial Statements.
The following schedule presents our total available liquidity, including unused collateralized borrowing capacity: 74 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES AVAILABLE LIQUIDITY December 31, 2024 December 31, 2023 (Dollar amounts in billions) FHLB FRB 1 GCF 2 BTFP Total FHLB FRB 1 GCF BTFP Total Total borrowing capacity $ 14.6 $ 17.7 $ 8.6 $ — $ 40.9 $ 16.6 $ 9.8 $ 9.6 $ 5.8 $ 41.8 Borrowings outstanding 2.6 — 0.3 — 2.9 1.6 — 1.8 — 3.4 Remaining capacity, at period end $ 12.0 $ 17.7 $ 8.3 $ — $ 38.0 $ 15.0 $ 9.8 $ 7.8 $ 5.8 $ 38.4 Cash and due from banks 0.7 0.7 Interest-bearing deposits 3 2.9 1.5 Total available liquidity $ 41.6 $ 40.6 Ratio of available liquidity to uninsured deposits 121 % 122 % 1 Represents borrowing capacity and borrowings outstanding at the Federal Reserve Bank discount window. 2 Includes $0.9 billion pledged for available use through other repo programs. 3 Represents funds deposited by the Bank primarily at the Federal Reserve Bank.
The following schedule presents our total available liquidity, including unused collateralized borrowing capacity: 76 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES AVAILABLE LIQUIDITY December 31, 2025 December 31, 2024 (Dollar amounts in billions) FHLB FRB 1 GCF 2 Total FHLB FRB 1 GCF 2 Total Total borrowing capacity $ 17.4 $ 18.4 $ 8.0 $ 43.8 $ 14.6 $ 17.7 $ 8.6 $ 40.9 Borrowings outstanding 2.0 — 0.1 2.1 2.6 — 0.3 2.9 Remaining capacity, at period end $ 15.4 $ 18.4 $ 7.9 $ 41.7 $ 12.0 $ 17.7 $ 8.3 $ 38.0 Cash and due from banks 0.7 0.7 Interest-bearing deposits 3 2.2 2.9 Total available liquidity $ 44.6 $ 41.6 Ratio of available liquidity to uninsured deposits 130 % 121 % 1 Represents borrowing capacity and borrowings outstanding at the Federal Reserve Bank discount window. 2 Includes $3.1 billion and $915 million pledged for use under other repo programs during the respective reporting periods. 3 Represents funds deposited by the Bank primarily at the Federal Reserve Bank.
THE COMMERCE BANK OF WASHINGTON SELECTED FINANCIAL INFORMATION (Dollar amounts in millions) 2024 Amount change Percent change 2023 Amount change Percent change 2022 SELECTED INCOME STATEMENT DATA Net interest income $ 63 $ 2 3 % $ 61 $ (2) (3) % $ 63 Provision for credit losses 9 7 NM 2 1 NM 1 Noninterest income 8 1 14 7 — — 7 Noninterest expense 33 (2) (6) 35 11 46 24 Income (loss) before income taxes 29 (2) (6) 31 (14) (31) 45 SELECTED BALANCE SHEET DATA (at year end) Loans: Commercial 1,219 151 14 1,068 (83) (7) 1,151 Commercial real estate 668 71 12 597 68 13 529 Consumer 64 (5) (7) 69 1 1 68 Total loans 1,951 217 13 1,734 (14) (1) 1,748 Total deposits 1,174 69 6 1,105 (331) (23) 1,436 CREDIT QUALITY Net loan and lease charge-offs (recoveries) $ 1 1 NM $ — — NM $ — Ratio of net charge-offs (recoveries) to average loans and leases 0.06 % — % — % Allowance for credit losses $ 19 8 73 $ 11 2 22 $ 9 Ratio of allowance for credit losses to net loans and leases, at year end 1.05 % 0.65 % 0.55 % Nonperforming assets $ 6 (2) (25) $ 8 8 NM $ — Ratio of nonperforming assets to net loans and leases and other real estate owned 0.31 % 0.46 % — % 49 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES BALANCE SHEET ANALYSIS Interest-earning Assets Interest-earning assets, which include loans and leases, investment securities, and money market investments, have associated interest rates or yields.
THE COMMERCE BANK OF WASHINGTON SELECTED FINANCIAL INFORMATION (Dollar amounts in millions) 2025 Amount change Percent change 2024 Amount change Percent change 2023 SELECTED INCOME STATEMENT DATA Net interest income $ 71 $ 8 13 % $ 63 $ 2 3 % $ 61 Provision for credit losses 3 (6) (67) 9 7 NM 2 Noninterest income 8 — — 8 1 14 7 Noninterest expense 36 3 9 33 (2) (6) 35 Income (loss) before income taxes 40 11 38 29 (2) (6) 31 SELECTED BALANCE SHEET DATA (at year end) Loans: Commercial 1,307 88 7 1,219 151 14 1,068 Commercial real estate 724 56 8 668 71 12 597 Consumer 67 3 5 64 (5) (7) 69 Total loans 2,098 147 8 1,951 217 13 1,734 Total deposits 1,042 (132) (11) 1,174 69 6 1,105 CREDIT QUALITY Net loan and lease charge-offs (recoveries) $ 3 2 NM $ 1 1 NM $ — Ratio of net charge-offs (recoveries) to average loans and leases 0.15 % 0.06 % — % Allowance for credit losses $ 19 — — $ 19 8 73 $ 11 Ratio of allowance for credit losses to net loans and leases, at year end 0.95 % 1.05 % 0.65 % Nonperforming assets $ 30 24 NM $ 6 (2) (25) $ 8 Ratio of nonperforming assets to net loans and leases and other real estate owned 1.43 % 0.31 % 0.46 % 49 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES BALANCE SHEET ANALYSIS Interest-earning Assets Interest-earning assets—which include loans and leases, investment securities, and money market investments—carry associated interest rates or yields.
The following schedule presents the composition of our U.S. government agency guaranteed loans: U.S.
The following schedule presents the composition of our U.S. government agency-guaranteed loan portfolio: U.S.
We also enter into derivative contracts that may require cash payments based on changes in interest rates. These contracts are measured at fair value on the balance sheet, reflecting the net present value of the expected future cash receipts and payments based on market interest rates.
We also enter into derivative contracts that may require cash settlements based on changes in interest rates. These contracts are recorded at fair value on the balance sheet, reflecting the net present value of expected future cash inflows and outflows based on current market interest rates.
When observable market prices are not available, fair value is estimated using modeling techniques such as discounted cash flow analysis. These modeling techniques use assumptions that market participants would consider in pricing the asset or the liability.
When observable market prices are unavailable, fair value is estimated using valuation techniques such as discounted cash flow analysis. These models incorporate assumptions that market participants would consider in pricing the asset or the liability.
Although changes in AOCI are reflected in shareholders’ equity, they are currently excluded from regulatory capital and therefore do not impact our regulatory ratios. Federal banking regulators issued a proposal to implement Basel III Endgame, which would significantly revise certain capital requirements, including the inclusion of unrealized gains and losses on AFS debt securities in regulatory capital.
Although changes in AOCI are reflected in shareholders’ equity, they are currently excluded from regulatory capital and therefore do not impact our regulatory ratios. Federal banking regulators have proposed implementing the Basel III Endgame framework, which would significantly revise certain capital requirements, including the incorporation of unrealized gains and losses on AFS debt securities into regulatory capital.
ETO management regularly participates in enterprise architecture review boards and technology risk committees to assess ongoing objectives related to enterprise standards compliance, strategic alignment, end-of-life, audit, risk and compliance issue management, and asset management. Thresholds are defined to escalate associated risks to the ERMC and ROC committees as appropriate.
ETO management actively participates in enterprise architecture review boards and technology risk committees to evaluate ongoing objectives related to enterprise standards compliance, strategic alignment, end-of-life planning, audit and risk issue resolution, and asset management. Defined thresholds trigger escalation of associated risks to the ERMC and ROC committees as appropriate.
Government Agency Guaranteed Loans We participate in various guaranteed lending programs sponsored by U.S. government agencies, such as the U.S. Small Business Administration (“SBA”), Federal Housing Authority, U.S. Department of Veterans Affairs, Export-Import Bank of the U.S., and the U.S. Department of Agriculture. At December 31, 2024, $558 million of related loans were guaranteed, primarily by the SBA.
Government Agency Guaranteed Loans We participate in several guaranteed lending programs sponsored by U.S. government agencies, including the U.S. Small Business Administration (“SBA”), Federal Housing Authority, U.S. Department of Veterans Affairs, Export-Import Bank of the U.S., and the U.S. Department of Agriculture. At December 31, 2025, approximately $617 million in loans were guaranteed, primarily by the SBA.
The ratio of HECL net charge-offs (recoveries) for the trailing twelve months to average balances at December 31, 2024 and December 31, 2023, was 0.00% and 0.05%, respectively. See Note 6 of the Notes to Consolidated Financial Statements for additional information on the credit quality of the HECL portfolio.
The ratio of HECL net charge-offs (recoveries) for the trailing twelve months to average balances was 0.01% at December 31, 2025, compared with 0.00% at December 31, 2024. For additional information regarding the credit quality of the HECL portfolio, see Note 6 of the Notes to Consolidated Financial Statements.
In January 2025, the Board declared a quarterly dividend of $0.43 per common share, payable on February 20, 2025, to shareholders of record at the close of business on February 13, 2025. Basel III We are subject to Basel III capital requirements, which include certain minimum regulatory capital ratios.
In January 2026, the Board declared a quarterly dividend of $0.45 per common share, payable on February 19, 2026, to shareholders of record at the close of business on February 12, 2026. Basel III We are subject to the Basel III capital requirements, which include specific minimum regulatory capital ratios.
They are due upon demand and may be drawn immediately. Therefore, these commitments are shown as having indeterminable maturities. 3 The values presented do not reflect the impact of associated fair value hedges. In addition to the commitments and contractual obligations outlined in the schedule above, we enter into a number of contractual commitments in the ordinary course of business.
These commitments are payable on demand and may be drawn immediately; therefore, they are presented as having indeterminable maturities. 3 The amounts presented do not reflect the impact of associated fair value hedges. In addition to the commitments and contractual obligations presented in the schedule above, we enter into various contractual arrangements in the ordinary course of business.
At December 31, 2024, loans representing less than 1% of the outstanding balance in the HECL portfolio were estimated to have combined loan-to-value (“CLTV”) ratios above 100%. An estimated CLTV ratio is the ratio of our loan plus any prior lien amounts divided by the estimated current collateral value.
At December 31, 2025, loans representing less than 1% of the outstanding HECL portfolio balance were estimated to have combined loan-to-value (“CLTV”) ratios exceeding 100%. The estimated CLTV ratio is calculated by dividing the sum of our loan and any prior lien amounts divided by the estimated current collateral value.
CAPITAL DISTRIBUTIONS (In millions, except share data) 2024 2023 Capital distributions: Preferred dividends paid $ 41 $ 32 Bank preferred stock redeemed 374 — Total capital distributed to preferred shareholders 415 32 Common dividends paid 248 245 Bank common stock repurchased 1 36 51 Total capital distributed to common shareholders 284 296 Total capital distributed to preferred and common shareholders $ 699 $ 328 Weighted average diluted common shares outstanding (in thousands) 147,215 147,756 Common shares outstanding, at year-end (in thousands) 147,871 148,153 1 Includes amounts related to the common shares acquired through our publicly announced plans and those acquired in connection with our stock compensation plan.
CAPITAL DISTRIBUTIONS (In millions, except share data) 2025 2024 Capital distributions: Preferred dividends paid $ 4 $ 41 Bank preferred stock redeemed — 374 Total capital distributed to preferred shareholders 4 415 Common dividends paid 263 248 Bank common stock repurchased 1 41 36 Total capital distributed to common shareholders 304 284 Total capital distributed to preferred and common shareholders $ 308 $ 699 Weighted average diluted common shares outstanding (in thousands) 147,157 147,215 Common shares outstanding, at year-end (in thousands) 147,653 147,871 1 Includes amounts related to common shares acquired through our publicly announced plans and those acquired in connection with our stock compensation plan.
At origination, underwriting standards for the HECL portfolio generally include a maximum 80% CLTV with a Fair Isaac Corporation (“FICO”) credit score greater than 700. At December 31, 2024, approximately 92% of our HECL portfolio was still in the draw period, and about 22% of those loans were scheduled to begin amortizing within the next five years.
At origination, underwriting standards for the HECL portfolio generally require a maximum CLTV of 80% and a Fair Isaac Corporation (“FICO”) credit score above 700. At December 31, 2025, approximately 93% of our HECL portfolio remained in the draw period, with about 22% of those loans scheduled to begin amortizing within the next five years.
At December 31, 2024, loans with a carrying value of $23.4 billion and $17.0 billion were pledged at the FHLB and FRB, respectively, as collateral for current and potential borrowings, compared with $24.8 billion and $11.5 billion at December 31, 2023.
At December 31, 2025, loans with a carrying value of $25.2 billion and $18.0 billion were pledged at the FHLB and FRB, respectively, as collateral for current and potential borrowings, compared with $23.4 billion and $17.0 billion at December 31, 2024.
The following schedule presents our capital amounts, capital ratios, and other selected performance ratios: 79 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES CAPITAL AMOUNTS AND RATIOS (Dollar amounts in millions) December 31, 2024 December 31, 2023 December 31, 2022 Basel III risk-based capital amounts: Common equity Tier 1 capital $ 7,363 $ 6,863 $ 6,481 Tier 1 risk-based 7,430 7,303 6,921 Total risk-based 9,026 8,553 8,077 Risk-weighted assets 67,685 66,934 66,111 Basel III risk-based capital ratios: Common equity Tier 1 capital 10.9 % 10.3 % 9.8 % Tier 1 risk-based 11.0 % 10.9 % 10.5 % Total risk-based 13.3 % 12.8 % 12.2 % Tier 1 leverage 8.3 % 8.3 % 7.7 % Other ratios: Average equity to average assets 6.8 % 6.0 % 6.6 % Return on average common equity 13.1 % 13.4 % 16.0 % Return on average tangible common equity 1 16.2 % 17.3 % 19.8 % Tangible equity ratio 1 5.8 % 5.4 % 4.3 % Tangible common equity ratio 1 5.7 % 4.9 % 3.8 % 1 See “Non-GAAP Financial Measures” on page 83 for more information regarding these ratios.
The following schedule presents our capital amounts, capital ratios, and other selected performance ratios: CAPITAL AMOUNTS AND RATIOS (Dollar amounts in millions) December 31, 2025 December 31, 2024 December 31, 2023 Basel III capital amounts: Common equity Tier 1 capital $ 7,936 $ 7,363 $ 6,863 Tier 1 risk-based 8,003 7,430 7,303 Total risk-based 9,510 9,026 8,553 Risk-weighted assets 69,142 67,685 66,934 Basel III capital ratios: Common equity Tier 1 capital 11.5 % 10.9 % 10.3 % Tier 1 risk-based 11.6 % 11.0 % 10.9 % Total risk-based 13.8 % 13.3 % 12.8 % Tier 1 leverage 9.0 % 8.3 % 8.3 % Other ratios: Average equity to average assets 7.4 % 6.8 % 6.0 % Return on average common equity 13.7 % 13.1 % 13.4 % Return on average tangible common equity 1 16.6 % 16.2 % 17.3 % Tangible equity ratio 1 6.9 % 5.8 % 5.4 % Tangible common equity ratio 1 6.9 % 5.7 % 4.9 % 1 See “Non-GAAP Financial Measures” on page 84 for more information regarding these ratios.
An appraisal is ordered and reviewed prior to loan closing, and a new appraisal or evaluation is generally ordered when market conditions indicate a potential decline in the value of the collateral, or when the loan is modified, renewed, or exhibits a certain level of credit weakness.
An appraisal is ordered and reviewed prior to loan closing, and a new appraisal or evaluation is typically obtained when market conditions indicate a potential decline in collateral value, or when a loan is modified, renewed, or exhibits signs of credit deterioration.
The FDIC deposit market share data at June 30, 2024 for Vectra in New Mexico was not meaningful. 48 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES VECTRA BANK COLORADO SELECTED FINANCIAL INFORMATION (Dollar amounts in millions) 2024 Amount change Percent change 2023 Amount change Percent change 2022 SELECTED INCOME STATEMENT DATA Net interest income $ 148 $ (3) (2) % $ 151 $ (2) (1) % $ 153 Provision for credit losses 3 (4) (57) 7 (2) (22) 9 Noninterest income 29 1 4 28 (3) (10) 31 Noninterest expense 137 (4) (3) 141 21 18 120 Income (loss) before income taxes 37 6 19 31 (24) (44) 55 SELECTED BALANCE SHEET DATA (at year end) Loans: Commercial 1,702 (62) (4) 1,764 (89) (5) 1,853 Commercial real estate 792 (150) (16) 942 43 5 899 Consumer 1,409 78 6 1,331 160 14 1,171 Total loans 3,903 (134) (3) 4,037 114 3 3,923 Total deposits 3,592 97 3 3,495 (362) (9) 3,857 CREDIT QUALITY Net loan and lease charge-offs (recoveries) $ 9 7 NM $ 2 (7) (78) $ 9 Ratio of net charge-offs (recoveries) to average loans and leases 0.22 % 0.05 % 0.25 % Allowance for credit losses $ 41 (4) (9) $ 45 9 25 $ 36 Ratio of allowance for credit losses to net loans and leases, at year end 1.01 % 1.12 % 0.99 % Nonperforming assets $ 29 13 81 $ 16 2 14 $ 14 Ratio of nonperforming assets to net loans and leases and other real estate owned 0.74 % 0.40 % 0.36 % The Commerce Bank of Washington The Commerce Bank of Washington is headquartered in Seattle, Washington, and operates in Washington under The Commerce Bank of Washington name and in Portland, Oregon, under The Commerce Bank of Oregon name.
FDIC deposit market share data for Vectra in New Mexico at June 30, 2025 was not considered meaningful. 48 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES VECTRA BANK COLORADO SELECTED FINANCIAL INFORMATION (Dollar amounts in millions) 2025 Amount change Percent change 2024 Amount change Percent change 2023 SELECTED INCOME STATEMENT DATA Net interest income $ 143 $ (5) (3) % $ 148 $ (3) (2) % $ 151 Provision for credit losses 9 6 NM 3 (4) (57) 7 Noninterest income 36 7 24 29 1 4 28 Noninterest expense 137 — — 137 (4) (3) 141 Income (loss) before income taxes 33 (4) (11) 37 6 19 31 SELECTED BALANCE SHEET DATA (at year end) Loans: Commercial 1,527 (175) (10) 1,702 (62) (4) 1,764 Commercial real estate 692 (100) (13) 792 (150) (16) 942 Consumer 1,433 24 2 1,409 78 6 1,331 Total loans 3,652 (251) (6) 3,903 (134) (3) 4,037 Total deposits 3,490 (102) (3) 3,592 97 3 3,495 CREDIT QUALITY Net loan and lease charge-offs (recoveries) $ 9 — — $ 9 7 NM $ 2 Ratio of net charge-offs (recoveries) to average loans and leases 0.23 % 0.22 % 0.05 % Allowance for credit losses $ 40 (1) (2) $ 41 (4) (9) $ 45 Ratio of allowance for credit losses to net loans and leases, at year end 1.04 % 1.01 % 1.12 % Nonperforming assets $ 17 (12) (41) $ 29 13 81 $ 16 Ratio of nonperforming assets to net loans and leases and other real estate owned 0.47 % 0.74 % 0.40 % The Commerce Bank of Washington The Commerce Bank of Washington, headquartered in Seattle, Washington, operates under the name “The Commerce Bank of Washington” within Washington and as “The Commerce Bank of Oregon” in Portland, Oregon.
A significant portion of these pledged assets are unencumbered, but are pledged to provide immediate access to contingency sources of funds.
A significant portion of these pledged assets is unencumbered, but remains pledged to provide immediate access to contingency funding sources.
RESULTS OF OPERATIONS Our Financial Performance This section and other sections provide information about our 2024 financial performance, compared with the prior year. For more information about our results of operations for 2023 compared with 2022, see the respective sections in MD&A included in our 2023 Form 10-K.
RESULTS OF OPERATIONS Our Financial Performance This section, along with other sections of this report, presents information regarding our 2025 financial performance, compared with the prior year. For more information about our 2024 results compared with 2023, see the relevant sections of MD&A included in our 2024 Form 10-K.
The following schedule presents additional selected financial highlights: 31 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES SELECTED FINANCIAL HIGHLIGHTS (Dollar amounts in millions, except per share amounts) 2024/2023 Change 2024 2023 2022 For the Year Net interest income — % $ 2,430 $ 2,438 $ 2,520 Noninterest income 3 % 700 677 632 Total net revenue — % 3,130 3,115 3,152 Provision for credit losses (45) % 72 132 122 Noninterest expense (2) % 2,046 2,097 1,878 Pre-provision net revenue 1 7 % 1,129 1,059 1,311 Adjusted pre-provision net revenue 1 (3) % 1,131 1,170 1,312 Net income 15 % 784 680 907 Net earnings applicable to common shareholders 14 % 737 648 878 Per Common Share Net earnings – diluted 14 % 4.95 4.35 5.79 Tangible book value at year-end 1 20 % 33.85 28.30 22.79 Market price – end 24 % 54.25 43.87 49.16 Market price – high 15 % 63.22 55.20 75.44 Market price – low NM 37.76 18.26 45.21 At Year-End Assets 2 % 88,775 87,203 89,545 Loans and leases, net of unearned income and fees 3 % 59,410 57,779 55,653 Deposits 2 % 76,223 74,961 71,652 Common equity 15 % 6,058 5,251 4,453 Performance Ratios Return on average assets 0.88% 0.77% 1.01% Return on average common equity 13.1% 13.4% 16.0% Return on average tangible common equity 1 16.2% 17.3% 19.8% Net interest margin 3.00% 3.02% 3.06% Net charge-offs to average loans and leases 0.10% 0.06% 0.07% Total allowance for credit losses to loans and leases outstanding 1.25% 1.26% 1.14% Capital Ratios at Year-End Common equity Tier 1 capital 10.9% 10.3% 9.8% Tier 1 leverage 8.3% 8.3% 7.7% Tangible common equity 1 5.7% 4.9% 3.8% Other Selected Information Weighted average diluted common shares outstanding (in thousands) — % 147,215 147,756 150,271 Bank common shares repurchased (in thousands) (6) % 890 947 3,563 Dividends declared 1 % $ 1.66 $ 1.64 $ 1.58 Common dividend payout ratio 2 33.6% 37.8% 27.3% Capital distributed as a percentage of net earnings applicable to common shareholders 3 38% 46% 50% Efficiency ratio 1 64.2% 62.9% 58.8% 1 See “Non-GAAP Financial Measures” on page 83 for more information. 2 The common dividend payout ratio is equal to common dividends paid divided by net earnings applicable to common shareholders. 3 This ratio is the common dividends paid plus share repurchases for the year, divided by net earnings applicable to common shareholders. 32 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Net Interest Income and Net Interest Margin Net interest income, which is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities, represented 78% of our net revenue (net interest income and noninterest income) in both 2024 and 2023.
The following schedule presents additional selected financial highlights: 32 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES SELECTED FINANCIAL HIGHLIGHTS (Dollar amounts in millions, except per share amounts) 2025/2024 Change 2025 2024 2023 For the Year Net interest income 8 % $ 2,627 $ 2,430 $ 2,438 Noninterest income 8 % 758 700 677 Total net revenue 8 % 3,385 3,130 3,115 Provision for credit losses — % 72 72 132 Noninterest expense 4 % 2,138 2,046 2,097 Pre-provision net revenue 1 15 % 1,293 1,129 1,059 Adjusted pre-provision net revenue 1 12 % 1,266 1,131 1,170 Net income 15 % 899 784 680 Net earnings applicable to common shareholders 21 % 895 737 648 Per Common Share Net earnings – diluted 21 % 6.01 4.95 4.35 Tangible book value at year-end 1 21 % 40.79 33.85 28.30 Market price – end 8 % 58.54 54.25 43.87 Market price – high (4) % 60.77 63.22 55.20 Market price – low 4 % 39.32 37.76 18.26 At Year-End Assets — % 88,990 88,775 87,203 Loans and leases, net of unearned income and fees 3 % 60,917 59,410 57,779 Deposits (1) % 75,644 76,223 74,961 Common equity 17 % 7,114 6,058 5,251 Performance Ratios Return on average assets 1.00% 0.88% 0.77% Return on average common equity 13.7% 13.1% 13.4% Return on average tangible common equity 1 16.6% 16.2% 17.3% Net interest margin 3.21% 3.00% 3.02% Net charge-offs to average loans and leases 0.15% 0.10% 0.06% Total allowance for credit losses to loans and leases outstanding 1.19% 1.25% 1.26% Capital Ratios at Year-End Common equity Tier 1 capital 11.5% 10.9% 10.3% Tier 1 leverage 9.0% 8.3% 8.3% Tangible common equity 1 6.9% 5.7% 4.9% Other Selected Information Weighted average diluted common shares outstanding (in thousands) — % 147,157 147,215 147,756 Bank common shares repurchased (in thousands) (16) % 747 890 947 Dividends declared 6 % $ 1.76 $ 1.66 $ 1.64 Common dividend payout ratio 2 29.4% 33.6% 37.8% Capital distributed as a percentage of net earnings applicable to common shareholders 3 34% 38% 46% Efficiency ratio 1, 4 62.6% 64.2% 62.9% 1 See “Non-GAAP Financial Measures” on page 84 for more information. 2 The common dividend payout ratio is calculated by dividing the total common dividends paid by the net earnings applicable to common shareholders. 3 This ratio is calculated by adding common dividends paid and share repurchases for the year, then dividing the total by net earnings applicable to common shareholders. 4 Excluding the $15 million charitable contribution, the efficiency ratio for 2025 would have been 62.2%. 33 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Net Interest Income and Net Interest Margin Net interest income, which is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities, accounted for 78% of our net revenue (the sum of net interest income and noninterest income) in both 2025 and 2024.
The following schedule presents the average balances, the amount of interest earned or paid, and the applicable yields for interest-earning assets, as well as the rates paid on interest-bearing liabilities: 35 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES AVERAGE BALANCE SHEETS, YIELDS, AND RATES Year Ended December 31, 2024 2023 2022 (In millions) Average balance Interest Yield/ Rate 1 Average balance Interest Yield/ Rate 1 Average balance Interest Yield/ Rate 1 ASSETS Money market investments: Interest-bearing deposits $ 1,970 $ 106 5.40 % $ 2,163 $ 112 5.18 % $ 3,066 $ 27 0.87 % Federal funds sold and securities purchased under agreements to resell 2,203 124 5.62 1,358 76 5.57 2,482 54 2.16 Total money market investments 4,173 230 5.52 3,521 188 5.33 5,548 81 1.45 Trading securities 36 2 4.41 53 1 2.86 322 16 4.79 Investment securities: Available-for-sale 9,621 332 3.46 10,900 331 3.03 23,132 461 1.99 Held-to-maturity 10,017 224 2.23 10,731 240 2.24 1,999 47 2.36 Total investment securities 19,638 556 2.83 21,631 571 2.64 25,131 508 2.02 Loans held for sale 70 4 NM 39 2 NM 39 1 NM Loans and leases: 2 Commercial 30,671 1,842 6.01 30,519 1,679 5.50 29,225 1,194 4.09 Commercial real estate 13,532 967 7.14 13,023 908 6.98 12,251 544 4.44 Consumer 14,344 737 5.14 13,198 639 4.84 11,122 398 3.58 Total loans and leases 58,547 3,546 6.06 56,740 3,226 5.69 52,598 2,136 4.06 Total interest-earning assets 82,464 4,338 5.26 81,984 3,988 4.86 83,638 2,742 3.28 Cash and due from banks 714 662 621 Allowance for credit losses on loans and debt securities (689) (632) (514) Goodwill and intangibles 1,055 1,062 1,022 Other assets 5,279 5,579 4,908 Total assets $ 88,823 $ 88,655 $ 89,675 LIABILITIES AND SHAREHOLDERS’ EQUITY Interest-bearing deposits: Savings and money market $ 38,796 $ 1,022 2.63 $ 34,135 $ 650 1.90 $ 37,045 $ 61 0.16 Time 10,898 518 4.75 9,028 413 4.58 1,594 9 0.58 Total interest-bearing deposits 49,694 1,540 3.10 43,163 1,063 2.46 38,639 70 0.18 Borrowed funds: Federal funds purchased and security repurchase agreements 1,309 68 5.19 3,380 169 4.98 1,531 38 2.49 Other short-term borrowings 4,458 218 4.90 4,741 241 5.08 1,263 46 3.65 Long-term debt 600 37 6.07 592 36 6.09 705 31 4.28 Total borrowed funds 6,367 323 5.07 8,713 446 5.11 3,499 115 3.27 Total interest-bearing liabilities 56,061 1,863 3.32 51,876 1,509 2.91 42,138 185 0.44 Noninterest-bearing demand deposits 25,066 29,703 39,890 Other liabilities 1,643 1,797 1,735 Total liabilities 82,770 83,376 83,763 Shareholders’ equity: Preferred equity 423 440 440 Common equity 5,630 4,839 5,472 Total shareholders’ equity 6,053 5,279 5,912 Total liabilities and shareholders’ equity $ 88,823 $ 88,655 $ 89,675 Spread on average interest-bearing funds 1.94 % 1.95 % 2.84 % Impact of net noninterest-bearing sources of funds 1.06 % 1.07 % 0.22 % Net interest margin $ 2,475 3.00 % $ 2,479 3.02 % $ 2,557 3.06 % Memo: total cost of deposits 2.06 % 1.46 % 0.09 % Memo: total deposits and interest-bearing liabilities $ 81,127 1,863 2.28 % $ 81,579 1,509 1.87 % $ 82,028 185 0.23 % 1 Taxable-equivalent rates used where applicable. 2 Net of unamortized purchase premiums, discounts, and deferred loan fees and costs. 36 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES The following schedule presents year-over-year changes in net interest income on a fully taxable-equivalent basis for the years indicated.
The following schedule summarizes the average balances, the amount of interest earned or paid, and the applicable yields for interest-earning assets, as well as the cost of interest-bearing liabilities: 37 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS, AND RATES Year Ended December 31, 2025 2024 2023 (Dollar amounts in millions) Average balance Interest Yield/ Rate 1 Average balance Interest Yield/ Rate 1 Average balance Interest Yield/ Rate 1 ASSETS Money market investments: Interest-bearing deposits $ 1,671 $ 73 4.37 % $ 1,970 $ 106 5.40 % $ 2,163 $ 112 5.18 % Federal funds sold and securities purchased under agreements to resell 2,420 113 4.70 2,203 124 5.62 1,358 76 5.57 Total money market investments 4,091 186 4.56 4,173 230 5.52 3,521 188 5.33 Trading securities 114 5 4.62 36 2 4.41 53 1 2.86 Investment securities: Available-for-sale 9,109 295 3.24 9,621 332 3.46 10,900 331 3.03 Held-to-maturity 9,250 204 2.21 10,017 224 2.23 10,731 240 2.24 Total investment securities 18,359 499 2.72 19,638 556 2.83 21,631 571 2.64 Loans held for sale 168 10 NM 70 4 NM 39 2 NM Loans and leases: 2 Commercial 31,389 1,846 5.88 30,671 1,842 6.01 30,519 1,679 5.50 Commercial real estate 13,562 890 6.55 13,532 967 7.14 13,023 908 6.98 Consumer 15,470 794 5.14 14,344 737 5.14 13,198 639 4.84 Total loans and leases 60,421 3,530 5.84 58,547 3,546 6.06 56,740 3,226 5.69 Total interest-earning assets 83,153 4,230 5.09 82,464 4,338 5.26 81,984 3,988 4.86 Cash and due from banks 715 714 662 Allowance for credit losses on loans and debt securities (687) (689) (632) Goodwill and intangibles 1,084 1,055 1,062 Other assets 5,289 5,279 5,579 Total assets $ 89,554 $ 88,823 $ 88,655 LIABILITIES AND SHAREHOLDERS’ EQUITY Interest-bearing deposits: Savings and money market $ 39,253 $ 842 2.14 $ 38,796 $ 1,022 2.63 $ 34,135 $ 650 1.90 Time 10,493 408 3.89 10,898 518 4.75 9,028 413 4.58 Total interest-bearing deposits 49,746 1,250 2.51 49,694 1,540 3.10 43,163 1,063 2.46 Borrowed funds: Federal funds purchased and security repurchase agreements 1,117 47 4.28 1,309 68 5.19 3,380 169 4.98 Other short-term borrowings 4,223 188 4.46 4,458 218 4.90 4,741 241 5.08 Long-term debt 1,153 72 6.16 600 37 6.07 592 36 6.09 Total borrowed funds 6,493 307 4.73 6,367 323 5.07 8,713 446 5.11 Total interest-bearing liabilities 56,239 1,557 2.77 56,061 1,863 3.32 51,876 1,509 2.91 Noninterest-bearing demand deposits 25,127 25,066 29,703 Other liabilities 1,592 1,643 1,797 Total liabilities 82,958 82,770 83,376 Shareholders’ equity: Preferred equity 66 423 440 Common equity 6,530 5,630 4,839 Total shareholders’ equity 6,596 6,053 5,279 Total liabilities and shareholders’ equity $ 89,554 $ 88,823 $ 88,655 Spread on average interest-bearing funds 2.32 % 1.94 % 1.95 % Impact of net noninterest-bearing sources of funds 0.89 % 1.06 % 1.07 % Net interest margin $ 2,673 3.21 % $ 2,475 3.00 % $ 2,479 3.02 % Memo: total cost of deposits $ 74,873 1,250 1.67 % $ 74,760 1,540 2.06 % $ 72,866 1,063 1.46 % Memo: total deposits and interest-bearing liabilities $ 81,366 1,557 1.92 % $ 81,127 1,863 2.28 % $ 81,579 1,509 1.87 % 1 Taxable-equivalent rates used where applicable. 2 Net of unamortized purchase premiums, discounts, and deferred loan fees and costs. 38 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES The following schedule summarizes year-over-year changes in net interest income on a fully taxable-equivalent basis for the periods presented.
At December 31, 2024, our total investment in FHLB and FRB stock was $124 million and $65 million, respectively, compared with $79 million and $65 million at December 31, 2023. The average FHLB activity stock holdings in 2024 were $85 million, compared with $179 million in 2023, contributing to a decrease in dividends on FHLB activity stock during the year.
At December 31, 2025, our total investment in FHLB and FRB stock was $100 million and $54 million, respectively, compared with $124 million and $65 million at December 31, 2024. The average FHLB activity stock holdings in 2025 were $183 million, compared with $85 million in 2024, contributing to an increase in dividends on FHLB activity stock during the year.
Municipal Investments and Extensions of Credit We support our communities by providing products and services to state and local governments (“municipalities”), including deposit services, loans, and investment banking services. Additionally, we invest in securities issued by municipalities.
Municipal Investments and Extensions of Credit We support our communities by offering a range of financial products and services to state and local governments (“municipalities”), including deposit services, lending solutions, and investment banking services. Additionally, we invest in securities issued by municipal entities.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES Note 1 of the Notes to Consolidated Financial Statements contains a summary of our significant accounting policies. Certain accounting policies that we consider critical are described below because their related balances and estimates are significant to the financial statements.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES Note 1 of the Notes to Consolidated Financial Statements provides an overview of our significant accounting policies. Certain policies that we consider critical are described below because the related balances and estimates have a material impact on our consolidated financial statements.
For further discussion on the effects of market rates on net interest income and our approach to managing interest rate risk, refer to the “Interest Rate and Market Risk Management” section on page 70.
For further discussion of the effects of market rates on net interest income and how we manage interest rate risk, refer to the “Interest Rate and Market Risk Management” section on page 72.
These include agreements for software licensing and maintenance, telecommunications services, facilities maintenance and equipment servicing, supplies purchasing, and other goods and services essential to our operations. Some of these contracts are renewable or cancellable on an annual basis or at shorter intervals. To secure favorable pricing, we may also enter into contracts that extend over several years.
These include agreements for software licensing and maintenance, telecommunications services, facilities maintenance and equipment servicing, supply procurement, and other goods and services essential to our operations. Certain contracts are renewable or cancellable on an annual basis or at shorter intervals; however, to secure favorable pricing, we may also enter into multi-year agreements.
NATIONAL BANK OF ARIZONA SELECTED FINANCIAL INFORMATION (Dollar amounts in millions) 2024 Amount change Percent change 2023 Amount change Percent change 2022 SELECTED INCOME STATEMENT DATA Net interest income $ 245 $ (4) (2) % $ 249 $ 7 3 % $ 242 Provision for credit losses 17 13 NM 4 (7) (64) 11 Noninterest income 43 3 8 40 (8) (17) 48 Noninterest expense 196 2 1 194 27 16 167 Income (loss) before income taxes 75 (16) (18) 91 (21) (19) 112 SELECTED BALANCE SHEET DATA (at year end) Loans: Commercial 2,496 (101) (4) 2,597 73 3 2,524 Commercial real estate 1,732 (39) (2) 1,771 259 17 1,512 Consumer 1,416 157 12 1,259 177 16 1,082 Total loans 5,644 17 — 5,627 509 10 5,118 Total deposits 6,884 39 1 6,845 (449) (6) 7,294 CREDIT QUALITY Net loan and lease charge-offs (recoveries) $ 1 — — $ 1 2 NM $ (1) Ratio of net charge-offs (recoveries) to average loans and leases 0.02 % 0.02 % (0.02) % Allowance for credit losses $ 73 19 35 $ 54 14 35 $ 40 Ratio of allowance for credit losses to net loans and leases, at year end 1.28 % 1.02 % 0.81 % Nonperforming assets $ 10 (2) (17) $ 12 6 NM $ 6 Ratio of nonperforming assets to net loans and leases and other real estate owned 0.18 % 0.21 % 0.12 % 47 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Nevada State Bank Nevada State Bank is headquartered in Las Vegas, Nevada.
NATIONAL BANK OF ARIZONA SELECTED FINANCIAL INFORMATION (Dollar amounts in millions) 2025 Amount change Percent change 2024 Amount change Percent change 2023 SELECTED INCOME STATEMENT DATA Net interest income $ 262 $ 17 7 % $ 245 $ (4) (2) % $ 249 Provision for credit losses (14) (31) NM 17 13 NM 4 Noninterest income 44 1 2 43 3 8 40 Noninterest expense 195 (1) (1) 196 2 1 194 Income (loss) before income taxes 125 50 67 75 (16) (18) 91 SELECTED BALANCE SHEET DATA (at year end) Loans: Commercial 2,530 34 1 2,496 (101) (4) 2,597 Commercial real estate 1,560 (172) (10) 1,732 (39) (2) 1,771 Consumer 1,501 85 6 1,416 157 12 1,259 Total loans 5,591 (53) (1) 5,644 17 — 5,627 Total deposits 6,968 84 1 6,884 39 1 6,845 CREDIT QUALITY Net loan and lease charge-offs (recoveries) $ 3 2 NM $ 1 — — $ 1 Ratio of net charge-offs (recoveries) to average loans and leases 0.05 % 0.02 % 0.02 % Allowance for credit losses $ 49 (24) (33) $ 73 19 35 $ 54 Ratio of allowance for credit losses to net loans and leases, at year end 0.88 % 1.28 % 1.02 % Nonperforming assets $ 14 4 40 $ 10 (2) (17) $ 12 Ratio of nonperforming assets to net loans and leases and other real estate owned 0.25 % 0.18 % 0.21 % 47 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Nevada State Bank Nevada State Bank, headquartered in Las Vegas, Nevada, operated 43 branches across Nevada at December 31, 2025.
The internal credit examination department, which is independent of the lending function, periodically conducts examinations of our lending departments and credit activities. These examinations are designed to review credit quality, adequacy of documentation, appropriate loan risk-grading administration, and compliance with credit policies. Credit examinations related to the ACL are reported to both the Audit Committee and the ROC.
In addition, our internal credit examination department, which is independent of lending operations, conducts periodic reviews of lending departments and credit activities. These examinations assess credit quality, documentation adequacy, administration of loan risk grades, and compliance with established credit policies. Examinations related to the ACL are reported to both the Audit Committee and the ROC.
The following schedule presents the composition of our nonperforming assets: 66 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES NONPERFORMING ASSETS (Dollar amounts in millions) December 31, 2024 2023 Nonaccrual loans: Commercial: Commercial and industrial $ 114 $ 82 Leasing 2 2 Owner-occupied 31 20 Municipal 11 — Commercial real estate: Construction and land development — 22 Term 59 39 Consumer: Real estate 79 57 Other 1 — Total nonaccrual loans 297 222 Other real estate owned 1 : Commercial: Commercial properties 1 4 Developed land — — Land — 2 Residential: 1-4 family — — Total other real estate owned 1 6 Total nonperforming assets $ 298 $ 228 Accruing loans past due 90 days or more: Commercial $ 14 $ 2 Commercial real estate 3 — Consumer 1 1 Total accruing loans past due 90 days or more $ 18 $ 3 Ratio of nonperforming assets to net loans and leases 2 and other real estate owned 0.50 % 0.39 % Ratio of accruing loans past due 90 days or more to net loans and leases 2 0.03 % 0.01 % Ratio of nonperforming assets 2 and accruing loans past due 90 days or more to loans and leases 2 and other real estate owned 1 0.53 % 0.40 % 1 Does not include banking premises held for sale. 2 Includes loans held for sale.
The following schedule presents the composition of our nonperforming assets: 68 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES NONPERFORMING ASSETS (Dollar amounts in millions) December 31, 2025 2024 Nonaccrual loans: Commercial: Commercial and industrial $ 90 $ 114 Owner-occupied 51 31 Municipal 2 11 Leasing 3 2 Commercial real estate: Term 72 59 Construction and land development 1 — Consumer: Real estate 95 79 Other 1 1 Total nonaccrual loans 315 297 Other real estate owned 1 : Commercial: Commercial properties 3 1 Developed land — — Land — — Residential: 1-4 family 2 — Total other real estate owned 5 1 Total nonperforming assets $ 320 $ 298 Accruing loans past due 90 days or more: Commercial $ 3 $ 14 Commercial real estate 1 3 Consumer 1 1 Total accruing loans past due 90 days or more $ 5 $ 18 Nonaccrual loans current as to principal and interest payments: Commercial $ 92 $ 126 Commercial real estate 50 28 Consumer 37 29 Total nonaccrual loans current as to principal and interest payments $ 179 $ 183 Ratio of nonperforming assets to net loans and leases 2 and other real estate owned 0.52 % 0.50 % Ratio of accruing loans past due 90 days or more to net loans and leases 2 0.01 % 0.03 % Ratio of nonperforming assets 2 and accruing loans past due 90 days or more to loans and leases 2 and other real estate owned 1 0.53 % 0.53 % Ratio of nonaccrual loans 1 current as to principal and interest payments 56.8 % 61.6 % 1 Does not include banking premises held for sale. 2 Includes loans held for sale.
Key metrics, such as operational losses, supplier risk, model risk, and change initiative risk, have been established in line with our Risk Management Framework, and are overseen by Operational Risk Management. These metrics are incorporated into the Enterprise Risk Profile to monitor aggregated risks against board-established appetites.
Key metrics—such as operational losses, supplier risk, model risk, and change initiative risk—are established in accordance with our Risk Management Framework and overseen by Operational Risk Management. These metrics are incorporated into the Enterprise Risk Profile to monitor aggregated risks against board-established appetites. In addition, we regularly review and strengthen our enterprise business resiliency and fraud risk oversight programs.
These pledged securities included $8.7 billion and $9.5 billion for available use through the GCF and other repo programs, $4.7 billion and $5.5 billion to the FRB and FHLB, and $4.5 billion and $5.5 billion to secure collateralized public and trust deposits, advances, and for other purposes.
These pledged securities included: • $7.9 billion and $8.7 billion, respectively, designated for available use through the Fixed Income Clearing Corporation's GCF program and other repo programs; • $4.5 billion and $4.7 billion, respectively, pledged to the FRB and FHLB in total; and • $5.1 billion and $4.5 billion, respectively, pledged to secure public and trust deposits, advances, and other collateralized obligations.
Average interest-earning assets increased $480 million, or 1%, from the prior year, as growth in average loans and leases and average money market investments, was partially offset by a decline in average securities. 34 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Average loans and leases increased $1.8 billion, or 3%, to $58.5 billion, primarily due to growth in average consumer and commercial real estate loans.
Average interest-earning assets increased $689 million, or 1%, from the prior year, as an increase in average loans and leases was partially offset by decreases in average securities and average money market investments. 35 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Average loans and leases increased $1.9 billion, or 3%, to $60.4 billion, primarily due to growth in average consumer and commercial loans.
The following schedule presents the geographic distribution of our consumer lending portfolio, based on the location of the primary borrower. 65 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES CONSUMER LENDING BY GEOGRAPHY December 31, 2024 December 31, 2023 (Dollar amounts in millions) Amount % of total Nonaccrual loans Amount % of total Nonaccrual loans Consumer Arizona $ 1,365 9.1 % $ 5 $ 1,208 8.7 % $ 4 California 3,159 21.1 14 2,683 19.4 13 Colorado 1,353 9.1 7 1,292 9.3 7 Nevada 1,328 8.9 10 1,204 8.7 5 Texas 3,657 24.4 25 3,698 26.9 17 Utah/Idaho 3,430 22.9 14 3,188 23.1 10 Washington/Oregon 237 1.6 — 211 1.5 — Other 439 2.9 5 336 2.4 1 Total consumer $ 14,968 100.0 % $ 80 $ 13,820 100.0 % $ 57 Credit Quality We monitor credit quality by analyzing various factors, including nonperforming status, internal risk grades, and net charge-offs, all of which are used in our overall evaluation of the adequacy of our ACL.
The following schedule presents the geographic distribution of our consumer lending portfolio, based on the location of the primary borrower: 67 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES CONSUMER LENDING BY GEOGRAPHY December 31, 2025 December 31, 2024 (Dollar amounts in millions) Amount % of total Nonaccrual loans Amount % of total Nonaccrual loans Consumer Arizona $ 1,439 9.1 % $ 7 $ 1,365 9.1 % $ 5 California 3,683 23.3 15 3,159 21.1 14 Colorado 1,396 8.8 12 1,353 9.1 7 Nevada 1,344 8.5 12 1,328 8.9 10 Texas 3,658 23.1 25 3,657 24.4 25 Utah/Idaho 3,521 22.3 19 3,430 22.9 14 Washington/Oregon 320 2.0 3 237 1.6 — Other 464 2.9 3 439 2.9 5 Total consumer $ 15,825 100.0 % $ 96 $ 14,968 100.0 % $ 80 Credit Quality We monitor credit quality by assessing multiple factors, including nonperforming status, internal risk grades, and net charge-offs.
For more information about the factors influencing our effective tax rate, significant components of our DTAs and DTLs, and unrecognized tax benefits for uncertain tax positions, see Note 20 of the Notes to Consolidated Financial Statements. Preferred Stock Dividends and Redemption Preferred stock dividends totaled $41 million in 2024, $32 million in 2023, and $29 million in 2022.
For more information about the factors affecting our effective tax rate, the significant components of our DTAs and DTLs, and unrecognized tax benefits related to uncertain tax positions, see Note 20 of the Notes to Consolidated Financial Statements. 44 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Preferred Stock Dividends Preferred stock dividends totaled $4 million in 2025, $41 million in 2024, and $32 million in 2023.
The Board has delegated responsibility for managing credit risk and approving changes to credit policies to the Chief Credit Officer, who chairs the Credit Risk Committee. Our credit policies, credit risk management, and credit examination functions collectively support the oversight of credit risk.
The Board has delegated responsibility for credit risk management and for approving changes to credit policies to the Chief Credit Officer, who chairs the Credit Risk Committee.
At December 31, 2024, we exceeded all capital adequacy requirements under the Basel III capital rules. Based on our internal stress testing and other assessments of capital adequacy, we believe our capital levels sufficiently exceed both internal and regulatory requirements for well-capitalized banks.
At December 31, 2025, we exceeded all capital adequacy requirements under the Basel III framework. Based on our 81 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES internal stress testing and other capital adequacy assessments, we believe our capital levels sufficiently exceed both internal and regulatory requirements for well-capitalized institutions.
ZIONS BANK SELECTED FINANCIAL INFORMATION (Dollar amounts in millions) 2024 Amount change Percent change 2023 Amount change Percent change 2022 SELECTED INCOME STATEMENT DATA Net interest income $ 692 $ (6) (1) % $ 698 $ (28) (4) % $ 726 Provision for credit losses (8) (28) NM 20 (23) (53) 43 Noninterest income 187 (5) (3) 192 6 3 186 Noninterest expense 571 (11) (2) 582 84 17 498 Income (loss) before income taxes 316 28 10 288 (83) (22) 371 SELECTED BALANCE SHEET DATA (at year end) Loans: Commercial 8,255 (269) (3) 8,524 424 5 8,100 Commercial real estate 2,783 62 2 2,721 (130) (5) 2,851 Consumer 3,820 278 8 3,542 557 19 2,985 Total loans 14,858 71 — 14,787 851 6 13,936 Total deposits 21,324 632 3 20,692 (691) (3) 21,383 CREDIT QUALITY Net loan and lease charge-offs (recoveries) $ (3) (22) NM $ 19 (10) (34) $ 29 Ratio of net charge-offs (recoveries) to average loans and leases (0.02) % 0.13 % 0.22 % Allowance for credit losses $ 154 (3) (2) $ 157 2 1 $ 155 Ratio of allowance for credit losses to net loans and leases, at year end 1.04 % 1.10 % 1.17 % Nonperforming assets $ 29 3 12 $ 26 (10) (28) $ 36 Ratio of nonperforming assets to net loans and leases and other real estate owned 0.20 % 0.18 % 0.26 % 44 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES California Bank & Trust California Bank & Trust is headquartered in San Diego, California.
ZIONS BANK SELECTED FINANCIAL INFORMATION (Dollar amounts in millions) 2025 Amount change Percent change 2024 Amount change Percent change 2023 SELECTED INCOME STATEMENT DATA Net interest income $ 738 $ 46 7 % $ 692 $ (6) (1) % $ 698 Provision for credit losses 14 22 NM (8) (28) NM 20 Noninterest income 190 3 2 187 (5) (3) 192 Noninterest expense 570 (1) — 571 (11) (2) 582 Income (loss) before income taxes 344 28 9 316 28 10 288 SELECTED BALANCE SHEET DATA (at year end) Loans: Commercial 8,093 (162) (2) 8,255 (269) (3) 8,524 Commercial real estate 2,961 178 6 2,783 62 2 2,721 Consumer 3,990 170 4 3,820 278 8 3,542 Total loans 15,044 186 1 14,858 71 — 14,787 Total deposits 21,155 (169) (1) 21,324 632 3 20,692 CREDIT QUALITY Net loan and lease charge-offs (recoveries) $ 8 11 NM $ (3) (22) NM $ 19 Ratio of net charge-offs (recoveries) to average loans and leases 0.05 % (0.02) % 0.13 % Allowance for credit losses $ 161 7 5 $ 154 (3) (2) $ 157 Ratio of allowance for credit losses to net loans and leases, at year end 1.07 % 1.04 % 1.10 % Nonperforming assets $ 58 29 NM $ 29 3 12 $ 26 Ratio of nonperforming assets to net loans and leases and other real estate owned 0.39 % 0.20 % 0.18 % 45 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES California Bank & Trust California Bank & Trust, headquartered in San Diego, California, operated 77 branches across California at December 31, 2025.
Loan growth was primarily driven by increases in the consumer 1-4 family residential mortgage, home equity credit line, and commercial and industrial loan portfolios. At December 31, 2024 and 2023, the ratio of loans and leases to total assets was 67% and 66%, respectively.
This growth was primarily driven by increases in the commercial and industrial, term CRE, and consumer 1-4 family residential mortgage loan portfolios. The ratio of loans and leases to total assets was 68% at December 31, 2025, compared with 67% at December 31, 2024.
The following schedule presents the composition of our office CRE loan portfolio and other related credit quality metrics: 63 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES OFFICE CRE LOAN PORTFOLIO (Dollar amounts in millions) December 31, 2024 December 31, 2023 Office CRE Construction and land development $ 115 $ 191 Term 1,697 1,793 Total office CRE $ 1,812 $ 1,984 Credit quality metrics Criticized loan ratio 14.5 % 11.9 % Classified loan ratio 12.8 % 8.9 % Nonaccrual loan ratio 2.8 % 2.4 % Delinquency ratio 1.4 % 2.3 % Ratio of office CRE net charge-offs (recoveries) to average loans 0.3 % 0.2 % Ratio of allowance for credit losses to office CRE loans, at period end 3.92 % 3.80 % Weighted average LTV for office term CRE loans 56 % 53 % The following schedules present our office CRE loan portfolio, categorized by collateral location for the periods presented: OFFICE CRE LOAN PORTFOLIO BY COLLATERAL LOCATION December 31, 2024 Loan Type (Dollar amounts in millions) Construction and land development Term Total % of total Nonaccrual loans Office CRE Arizona $ — $ 255 $ 255 14.1 % $ — California 38 328 366 20.2 49 Colorado — 58 58 3.2 — Nevada 11 77 88 4.9 — Texas 7 186 193 10.6 1 Utah/Idaho 34 482 516 28.5 — Washington/Oregon 25 283 308 17.0 — Other 1 — 28 28 1.5 — Total office CRE $ 115 $ 1,697 $ 1,812 100.0 % $ 50 December 31, 2023 Loan Type (Dollar amounts in millions) Construction and land development Term Total % of total Nonaccrual loans Office CRE Arizona $ — $ 281 $ 281 14.2 % $ — California 64 412 476 24.0 48 Colorado — 92 92 4.6 — Nevada 2 86 88 4.4 — Texas 22 179 201 10.1 — Utah/Idaho 29 488 517 26.1 — Washington/Oregon 74 226 300 15.1 — Other 1 — 29 29 1.5 — Total office CRE $ 191 $ 1,793 $ 1,984 100.0 % $ 48 1 Other included approximately $17 million of office CRE loans with collateral located in Georgia at both December 31, 2024 and 2023. 64 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Consumer Lending The following schedule presents the composition of our consumer lending portfolio: CONSUMER LENDING PORTFOLIO December 31, 2024 December 31, 2023 (Dollar amounts in millions) Amount % of total consumer loans Amount % of total consumer loans Amount change Percent change Consumer: Home equity credit line $ 3,641 24.3 % $ 3,356 24.3 % $ 285 8.5 % 1-4 family residential 9,939 66.4 8,415 60.9 1,524 18.1 Construction and other consumer real estate 810 5.4 1,442 10.4 (632) (43.8) Bankcard and other revolving plans 457 3.1 474 3.4 (17) (3.6) Other 121 0.8 133 1.0 (12) (9.0) Total consumer $ 14,968 100.0 % $ 13,820 100.0 % $ 1,148 8.3 1-4 Family Residential Mortgages We originate first-lien residential home mortgage loans considered to be of prime quality.
The following schedule presents the composition of our office CRE loan portfolio and other related credit quality metrics: 65 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES OFFICE CRE LOAN PORTFOLIO (Dollar amounts in millions) December 31, 2025 December 31, 2024 Office CRE Term $ 1,655 $ 1,697 Construction and land development 20 115 Total office CRE $ 1,675 $ 1,812 Credit quality metrics Criticized loan ratio 9.4 % 14.5 % Classified loan ratio 9.3 % 12.8 % Nonaccrual loan ratio 4.0 % 2.8 % Delinquency ratio 1.1 % 1.4 % Ratio of office CRE net charge-offs (recoveries) to average loans 0.1 % 0.3 % Ratio of allowance for credit losses to office CRE loans, at period end 2.93 % 3.92 % Weighted average LTV for office term CRE loans 57 % 56 % The following schedules present our office CRE loan portfolio, categorized by collateral location for the periods presented: OFFICE CRE LOAN PORTFOLIO BY COLLATERAL LOCATION December 31, 2025 Loan Type (Dollar amounts in millions) Term Construction and land development Total % of total Nonaccrual loans Office CRE Arizona $ 225 $ — $ 225 13.4 % $ — California 304 5 309 18.5 21 Colorado 59 — 59 3.5 16 Nevada 87 — 87 5.2 — Texas 170 — 170 10.2 1 Utah/Idaho 473 15 488 29.1 — Washington/Oregon 328 — 328 19.6 29 Other 9 — 9 0.5 — Total office CRE $ 1,655 $ 20 $ 1,675 100.0 % $ 67 December 31, 2024 Loan Type (Dollar amounts in millions) Term Construction and land development Total % of total Nonaccrual loans Office CRE Arizona $ 255 $ — $ 255 14.1 % $ — California 328 38 366 20.2 49 Colorado 58 — 58 3.2 — Nevada 77 11 88 4.9 — Texas 186 7 193 10.6 1 Utah/Idaho 482 34 516 28.5 — Washington/Oregon 283 25 308 17.0 — Other 28 — 28 1.5 — Total office CRE $ 1,697 $ 115 $ 1,812 100.0 % $ 50 66 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Consumer Lending The following schedule presents the composition of our consumer lending portfolio: CONSUMER LENDING PORTFOLIO December 31, 2025 December 31, 2024 (Dollar amounts in millions) Amount % of total consumer loans Amount % of total consumer loans Amount change Percent change Consumer: 1-4 family residential $ 10,462 66.1 % $ 9,939 66.4 % $ 523 5.3 % Home equity credit line 3,950 25.0 3,641 24.3 309 8.5 Construction and other consumer real estate 782 4.9 810 5.4 (28) (3.5) Bankcard and other revolving plans 515 3.3 457 3.1 58 12.7 Other 116 0.7 121 0.8 (5) (4.1) Total consumer $ 15,825 100.0 % $ 14,968 100.0 % $ 857 5.7 1-4 Family Residential Mortgages We originate first-lien residential home mortgage loans that are considered prime quality.
Our portfolio primarily consists of securities that can readily provide cash and liquidity through secured borrowing agreements, without the need to sell the securities. Our fixed-rate securities portfolio helps balance the inherent interest rate mismatch between loans and deposits, and protects the economic value of shareholders’ equity.
The portfolio largely consists of securities that can be readily converted to cash or used to generate liquidity through secured borrowing agreements, without the need to sell the securities. Our investment securities portfolio also helps to balance the inherent interest rate mismatch between loans and deposits, thereby helping to preserve the economic value of shareholders’ equity.
Noncustomer-related Noninterest Income Noncustomer-related noninterest income increased $4 million, or 7%, in 2024, relative to the prior year.
Noncustomer-related Noninterest Income Noncustomer-related noninterest income increased $35 million, or 57%, in 2025, relative to the prior year.
The assumptions consider the size of deposit accounts, the operational nature of deposits, the type of depositor, and concentrations of funding sources, including large depositors and uncollateralized deposits exceeding insured levels. Concentrated funding sources are assigned high runoff factors, up to 100%, when projecting stressed funding needs. Our liquidity stress testing spans multiple timeframes, from overnight to 12 months.
Assumptions consider factors such as deposit account size, operational characteristics, depositor type, and concentrations of funding sources, including large depositors and uncollateralized deposits exceeding insured limits. Highly concentrated funding sources are assigned elevated runoff factors—up to 100%—when modeling stressed funding needs. Liquidity stress testing spans multiple time horizons, from overnight to 12 months.
NEVADA STATE BANK SELECTED FINANCIAL INFORMATION (Dollar amounts in millions) 2024 Amount change Percent change 2023 Amount change Percent change 2022 SELECTED INCOME STATEMENT DATA Net interest income $ 197 $ 5 3 % $ 192 $ 7 4 % $ 185 Provision for credit losses (11) (53) NM 42 38 NM 4 Noninterest income 52 7 16 45 (3) (6) 48 Noninterest expense 177 3 2 174 23 15 151 Income (loss) before income taxes 83 62 NM 21 (57) (73) 78 SELECTED BALANCE SHEET DATA (at year end) Loans: Commercial 1,526 180 13 1,346 (2) — 1,348 Commercial real estate 821 (30) (4) 851 56 7 795 Consumer 1,333 99 8 1,234 104 9 1,130 Total loans 3,680 249 7 3,431 158 5 3,273 Total deposits 7,079 (60) (1) 7,139 54 1 7,085 CREDIT QUALITY Net loan and lease charge-offs (recoveries) $ 7 4 NM $ 3 5 NM $ (2) Ratio of net charge-offs (recoveries) to average loans and leases 0.20 % 0.09 % (0.07) % Allowance for credit losses $ 53 (13) (20) $ 66 39 NM $ 27 Ratio of allowance for credit losses to net loans and leases, at year end 1.49 % 1.95 % 0.90 % Nonperforming assets $ 42 (4) (9) $ 46 37 NM $ 9 Ratio of nonperforming assets to net loans and leases and other real estate owned 1.14 % 1.34 % 0.27 % Vectra Bank Colorado Vectra Bank Colorado is headquartered in Denver, Colorado.
NEVADA STATE BANK SELECTED FINANCIAL INFORMATION (Dollar amounts in millions) 2025 Amount change Percent change 2024 Amount change Percent change 2023 SELECTED INCOME STATEMENT DATA Net interest income $ 213 $ 16 8 % $ 197 $ 5 3 % $ 192 Provision for credit losses (2) 9 82 (11) (53) NM 42 Noninterest income 52 — — 52 7 16 45 Noninterest expense 174 (3) (2) 177 3 2 174 Income (loss) before income taxes 93 10 12 83 62 NM 21 SELECTED BALANCE SHEET DATA (at year end) Loans: Commercial 1,620 94 6 1,526 180 13 1,346 Commercial real estate 770 (51) (6) 821 (30) (4) 851 Consumer 1,340 7 1 1,333 99 8 1,234 Total loans 3,730 50 1 3,680 249 7 3,431 Total deposits 7,236 157 2 7,079 (60) (1) 7,139 CREDIT QUALITY Net loan and lease charge-offs (recoveries) $ 3 (4) (57) $ 7 4 NM $ 3 Ratio of net charge-offs (recoveries) to average loans and leases 0.08 % 0.20 % 0.09 % Allowance for credit losses $ 46 (7) (13) $ 53 (13) (20) $ 66 Ratio of allowance for credit losses to net loans and leases, at year end 1.24 % 1.49 % 1.95 % Nonperforming assets $ 34 (8) (19) $ 42 (4) (9) $ 46 Ratio of nonperforming assets to net loans and leases and other real estate owned 0.91 % 1.14 % 1.34 % Vectra Bank Colorado Vectra Bank Colorado, headquartered in Denver, Colorado, operated 33 branches in Colorado and one branch in New Mexico at December 31, 2025.
This includes $1.8 billion ($1.4 billion after tax) of unrealized losses on the securities previously transferred from AFS to HTM. Compared with December 31, 2023, AOCI improved $312 million, primarily due to $194 million in unrealized loss amortization associated with the securities transferred from AFS to HTM, and $31 million primarily related to paydowns on AFS securities.
This amount includes $1.6 billion ($1.2 billion after tax) of unrealized losses associated with securities previously transferred from AFS to HTM. Compared with December 31, 2024, AOCI improved $439 million, primarily due to increases in the fair value of AFS securities, the amortization of unrealized losses associated with the securities transferred from AFS to HTM, and paydowns on AFS securities.
During the third quarter of 2023, federal banking regulators proposed significant revisions to capital requirements, expanded long-term debt requirements, and revised requirements for resolution and recovery planning. For more information about these regulatory proposals, see “Regulatory Developments” in Supervision and Regulation on page 9.
For more information on non-GAAP financial measures, see page 84. In 2023, federal banking regulators proposed significant revisions to capital requirements and expanded long-term debt requirements. For more information about these and other regulatory proposals, see “Regulatory Developments” in the Supervision and Regulation section on page 9.
To increase consistency and comparability in fair value measurements, we focus on valuation inputs in accordance with a three-level hierarchy: (1) observable inputs that reflect quoted prices in active markets, (2) inputs other than quoted prices with observable market data, and (3) unobservable data such as our own data.
To promote consistency and comparability in fair value measurements, we apply a three-level hierarchy for valuation inputs: • Level 1 — Observable inputs based on quoted prices in active markets. • Level 2 — Inputs other than quoted prices that are observable in the market. • Level 3 — Unobservable inputs, such as internally developed data.
Additionally, investment securities with a carrying value of $17.9 billion and $20.5 billion were pledged as collateral for potential borrowings at December 31, 2024 and December 31, 2023, respectively.
At December 31, 2025 and December 31, 2024, investment securities with carrying values of $17.5 billion and $17.9 billion, respectively, were pledged as collateral to support potential borrowings.
NET INTEREST INCOME AND NET INTEREST MARGIN Amount change Percent change Amount change Percent change (Dollar amounts in millions) 2024 2023 2022 Interest and fees on loans 1 $ 3,514 $ 318 10 % $ 3,196 $ 1,084 51 % $ 2,112 Interest on money market investments 230 42 22 188 107 NM 81 Interest on securities 549 (14) (2) 563 51 10 512 Total interest income 4,293 346 9 3,947 1,242 46 2,705 Interest on deposits 1,540 477 45 1,063 993 NM 70 Interest on short- and long-term borrowings 323 (123) (28) 446 331 NM 115 Total interest expense 1,863 354 23 1,509 1,324 NM 185 Net interest income $ 2,430 $ (8) — $ 2,438 $ (82) (3) $ 2,520 Average interest-earning assets $ 82,464 $ 480 1 $ 81,984 $ (1,654) (2) $ 83,638 Average interest-bearing liabilities 56,061 4,185 8 51,876 9,738 23 42,138 bps bps Net interest margin 2 3.00 % (2) 3.02 % (4) 3.06 % 1 Includes interest income recoveries of $6 million, $4 million, and $9 million for the respective years ended. 2 Taxable-equivalent rates used where applicable.
NET INTEREST INCOME AND NET INTEREST MARGIN Amount change Percent change Amount change Percent change (Dollar amounts in millions) 2025 2024 2023 Interest and fees on loans 1 $ 3,501 $ (13) — % $ 3,514 $ 318 10 % $ 3,196 Interest on money market investments 186 (44) (19) 230 42 22 188 Interest on securities 497 (52) (9) 549 (14) (2) 563 Total interest income 4,184 (109) (3) 4,293 346 9 3,947 Interest on deposits 1,250 (290) (19) 1,540 477 45 1,063 Interest on short- and long-term borrowings 307 (16) (5) 323 (123) (28) 446 Total interest expense 1,557 (306) (16) 1,863 354 23 1,509 Net interest income $ 2,627 $ 197 8 $ 2,430 $ (8) — $ 2,438 Average interest-earning assets $ 83,153 $ 689 1 $ 82,464 $ 480 1 $ 81,984 Average interest-bearing liabilities 56,239 178 — 56,061 4,185 8 51,876 bps bps Net interest margin 2 3.21 % 21 3.00 % (2) 3.02 % 1 Includes interest income recoveries of $10 million, $6 million, and $4 million for the respective years presented. 2 Taxable-equivalent rates used where applicable.
The following schedule presents the composition of our deposit portfolio: DEPOSIT PORTFOLIO December 31, 2024 December 31, 2023 (Dollar amounts in millions) Amount % of total deposits Amount % of total deposits Deposits by type Noninterest-bearing demand $ 24,704 32.4 % $ 26,244 35.0 % Interest-bearing: Savings and money market 40,037 52.5 38,663 51.6 Time 6,448 8.5 5,619 7.5 Brokered 5,034 6.6 4,435 5.9 Total interest-bearing 51,519 67.6 % 48,717 65.0 % Total deposits $ 76,223 100.0 % $ 74,961 100.0 % Deposit-related metrics Estimated amount of insured deposits $ 41,836 55 % $ 41,777 56 % Estimated amount of uninsured deposits 34,387 45 % 33,184 44 % Estimated amount of collateralized deposits 1 $ 3,199 4 % $ 3,979 5 % Loan-to-deposit ratio 78% 77% 1 Includes both insured and uninsured deposits.
The following schedule presents the composition of our deposit portfolio: DEPOSIT PORTFOLIO December 31, 2025 December 31, 2024 (Dollar amounts in millions) Amount % of total deposits Amount % of total deposits Deposits by type Noninterest-bearing demand $ 25,823 34.1 % $ 24,704 32.4 % Interest-bearing: Savings and money market 39,914 52.8 40,037 52.5 Time 6,070 8.0 6,448 8.5 Brokered 3,837 5.1 5,034 6.6 Total interest-bearing 49,821 65.9 % 51,519 67.6 % Total deposits $ 75,644 100.0 % $ 76,223 100.0 % Deposit-related metrics Estimated amount of insured deposits $ 41,228 55 % $ 41,836 55 % Estimated amount of uninsured deposits 34,416 45 % 34,387 45 % Estimated amount of collateralized deposits 1 $ 3,212 4 % $ 3,199 4 % Loan-to-deposit ratio 81% 78% 1 Includes both insured and uninsured deposits.
In the analysis of changes in taxable-equivalent net interest income attributed to volume and rate, changes are allocated to volume with the following exceptions: when both volume and rate increase, the variance is allocated proportionately to both volume and rate; when the rate increases and volume decreases, the variance is allocated to rate.
In analyzing changes in taxable-equivalent net interest income attributable to volume and rate, variances are primarily allocated to volume, with the following exceptions: (1) when both volume and rate increase, the variance is allocated proportionately between the two factors, and (2) when the rate increases and volume decreases, the variance is allocated to rate.
COMMERCIAL REAL ESTATE LENDING BY GEOGRAPHY December 31, 2024 December 31, 2023 (Dollar amounts in millions) Amount % of total Nonaccrual loans Amount % of total Nonaccrual loans Commercial real estate Arizona $ 1,801 13.4 % $ — $ 1,726 12.9 % $ 1 California 3,569 26.5 50 3,865 28.9 50 Colorado 666 4.9 — 709 5.3 — Nevada 1,104 8.2 — 1,072 8.0 — Texas 2,596 19.2 8 2,385 17.8 10 Utah/Idaho 2,170 16.1 — 2,214 16.6 — Washington/Oregon 1,090 8.1 — 1,004 7.5 — Other 481 3.6 1 396 3.0 — Total commercial real estate $ 13,477 100.0 % $ 59 $ 13,371 100.0 % $ 61 The following schedule presents our commercial real estate lending portfolio, categorized by the type of collateral: COMMERCIAL REAL ESTATE LENDING BY COLLATERAL TYPE December 31, 2024 December 31, 2023 (Dollar amounts in millions) Amount % of total Nonaccrual loans Amount % of total Nonaccrual loans Commercial property Multifamily $ 4,007 29.7 % $ 1 $ 3,709 27.7 % $ 1 Industrial 2,954 21.9 — 3,062 22.9 1 Office 1,812 13.5 50 1,984 14.8 48 Retail 1,533 11.4 — 1,503 11.2 1 Hospitality 625 4.6 8 688 5.2 9 Land 261 1.9 — 211 1.6 — Other 1 1,644 12.2 — 1,682 12.6 — Residential property 2 Single family 330 2.5 — 287 2.1 1 Land 110 0.8 — 90 0.7 — Condo/Townhome 17 0.1 — 37 0.3 — Other 1 184 1.4 — 118 0.9 — Total $ 13,477 100.0 % $ 59 $ 13,371 100.0 % $ 61 1 Included in the total amount of the “Other” commercial and residential categories was approximately $342 million and $202 million of unsecured loans at December 31, 2024 and 2023, respectively. 2 Residential property consists primarily of loans provided to commercial homebuilders for land, lot, and single-family housing developments.
The following schedule presents the geographic distribution of our CRE lending portfolio, based on the location of the primary collateral: 61 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES COMMERCIAL REAL ESTATE LENDING BY GEOGRAPHY December 31, 2025 December 31, 2024 (Dollar amounts in millions) Amount % of total Nonaccrual loans Amount % of total Nonaccrual loans Commercial real estate Arizona $ 1,709 12.8 % $ — $ 1,801 13.4 % $ — California 3,549 26.5 22 3,569 26.5 50 Colorado 726 5.4 16 666 4.9 — Nevada 1,016 7.6 — 1,104 8.2 — Texas 2,566 19.2 5 2,596 19.2 8 Utah/Idaho 2,376 17.7 — 2,170 16.1 — Washington/Oregon 1,122 8.4 30 1,090 8.1 — Other 332 2.4 — 481 3.6 1 Total commercial real estate $ 13,396 100.0 % $ 73 $ 13,477 100.0 % $ 59 The following schedule presents our CRE lending portfolio, categorized by the type of collateral: COMMERCIAL REAL ESTATE LENDING BY COLLATERAL TYPE December 31, 2025 December 31, 2024 (Dollar amounts in millions) Amount % of total Nonaccrual loans Amount % of total Nonaccrual loans Commercial property Multifamily $ 3,994 29.8 % $ — $ 4,007 29.7 % $ 1 Industrial 3,045 22.7 — 2,954 21.9 — Office 1,675 12.5 67 1,812 13.5 50 Retail 1,586 11.8 — 1,533 11.4 — Hospitality 678 5.1 5 625 4.6 8 Land 286 2.1 — 261 1.9 — Other 1 1,436 10.8 — 1,644 12.2 — Residential property 2 Single family 398 3.0 1 330 2.5 — Land 111 0.8 — 110 0.8 — Condo/Townhome 29 0.2 — 17 0.1 — Other 1 158 1.2 — 184 1.4 — Total $ 13,396 100.0 % $ 73 $ 13,477 100.0 % $ 59 1 Included in the total amount of the “Other” commercial and residential categories was approximately $232 million and $342 million of unsecured loans at December 31, 2025 and 2024, respectively. 2 Residential property consists primarily of loans provided to commercial homebuilders for land, lot, and single-family housing developments.
We strive to (1) maintain sufficient capital to support the current needs and growth of our businesses, consistent with our assessment of their potential to create value for shareholders, and (2) fulfill our responsibilities to depositors and bondholders while managing capital distributions to shareholders through dividends and common stock repurchases.
We focus on: (1) maintaining sufficient capital to support the current needs and growth of our businesses, aligned with our assessment of their potential to deliver shareholder value, and (2) meeting our obligations to depositors and bondholders while prudently managing capital distributions to shareholders through dividends and common stock repurchases.
Credit risk arises primarily from our lending activities and off-balance sheet credit instruments. The Board, through the ROC, is responsible for approving key credit policies. The ROC also oversees and monitors adherence to these policies and the credit risk appetite as defined in the Risk Management Framework.
This risk arises primarily from our lending activities and from off-balance sheet credit instruments. The Board, through the ROC, approves key credit policies, monitors adherence to those policies, and oversees alignment with the credit risk appetite established in the Risk Management Framework.
The following schedule presents our classified loans by loan segment: 67 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES CLASSIFIED LOANS (Dollar amounts in millions) December 31, 2024 December 31, 2023 Commercial $ 1,130 $ 482 Commercial real estate 1,651 280 Consumer 89 63 Total classified loans $ 2,870 $ 825 Ratio of classified loans to total loans and leases 4.83 % 1.43 % Classified loans totaled $2.9 billion, or 4.83%, of total loans and leases, at December 31, 2024, compared with $825 million, or 1.43%, at December 31, 2023.
The following schedule presents our classified loans by loan segment: CLASSIFIED LOANS (Dollar amounts in millions) December 31, 2025 December 31, 2024 Commercial $ 1,063 $ 1,130 Commercial real estate 1,205 1,651 Consumer 112 89 Total classified loans $ 2,380 $ 2,870 Ratio of classified loans to total loans and leases 3.91 % 4.83 % Classified loans totaled $2.4 billion, or 3.91% of total loans and leases, at December 31, 2025, compared with $2.9 billion, or 4.83%, at December 31, 2024.
At December 31, 2024, we had $94 million of net losses deferred in AOCI related to terminated cash flow hedges. Amounts deferred in AOCI from terminated cash flow hedges are amortized into interest income on a straight-line basis through the original maturity dates of the hedges, provided the hedged forecasted transactions continue to be expected to occur.
At December 31, 2025, we had $37 million of net losses deferred in accumulated other comprehensive income (“AOCI”) related to terminated cash flow hedges. These deferred amounts are amortized into interest income on a straight-line basis over the original maturity periods of the respective hedges, provided the forecasted transactions are expected to occur.
Full or partial write-offs of an AFS security are recorded in the period in which the security is deemed to be uncollectible. While certain assets and liabilities are measured at fair value, such as our AFS securities, the majority of our assets and liabilities are not adjusted for changes in fair value.
Full or partial write-offs of AFS securities are recorded in the period when the security is deemed uncollectible. While certain assets and liabilities—such as AFS securities—are measured at fair value, most are not adjusted for fair value changes. This asymmetrical accounting treatment can create volatility in AOCI and equity.
The largest loan segment was commercial and industrial loans, which constituted 28% and 29% of our total loan portfolio for the respective periods.
Commercial and industrial loans remained the largest loan segment, representing 29% and 28% of total loans for the same respective periods.
The following schedule presents the composition of our loan and lease portfolio: LOAN AND LEASE PORTFOLIO December 31, 2024 December 31, 2023 (Dollar amounts in millions) Amount % of total loans Amount % of total loans Commercial: Commercial and industrial $ 16,891 28.4 % $ 16,684 28.9 % Leasing 377 0.6 383 0.7 Owner-occupied 9,333 15.7 9,219 16.0 Municipal 4,364 7.4 4,302 7.4 Total commercial 30,965 52.1 30,588 53.0 Commercial real estate: Construction and land development 2,774 4.7 2,669 4.6 Term 10,703 18.0 10,702 18.5 Total commercial real estate 13,477 22.7 13,371 23.1 Consumer: Home equity credit line 3,641 6.1 3,356 5.8 1-4 family residential 9,939 16.7 8,415 14.6 Construction and other consumer real estate 810 1.4 1,442 2.5 Bankcard and other revolving plans 457 0.8 474 0.8 Other 121 0.2 133 0.2 Total consumer 14,968 25.2 13,820 23.9 Total loans and leases $ 59,410 100.0 % $ 57,779 100.0 % During 2024, the loan and lease portfolio increased $1.6 billion, or 3%, to $59.4 billion.
The following schedule presents the composition of our loan and lease portfolio: LOAN AND LEASE PORTFOLIO December 31, 2025 December 31, 2024 (Dollar amounts in millions) Amount % of total loans Amount % of total loans Commercial: Commercial and industrial $ 17,761 29.2 % $ 16,891 28.4 % Owner-occupied 9,274 15.2 9,333 15.7 Municipal 4,294 7.0 4,364 7.4 Leasing 367 0.6 377 0.6 Total commercial 31,696 52.0 30,965 52.1 Commercial real estate: Term 11,234 18.4 10,703 18.0 Construction and land development 2,162 3.6 2,774 4.7 Total commercial real estate 13,396 22.0 13,477 22.7 Consumer: 1-4 family residential 10,462 17.2 9,939 16.7 Home equity credit line 3,950 6.5 3,641 6.1 Construction and other consumer real estate 782 1.3 810 1.4 Bankcard and other revolving plans 515 0.8 457 0.8 Other 116 0.2 121 0.2 Total consumer 15,825 26.0 14,968 25.2 Total loans and leases $ 60,917 100.0 % $ 59,410 100.0 % 52 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES During 2025, the loan and lease portfolio increased $1.5 billion, or 3%, to $60.9 billion.
The following schedules present the changes in, and allocation of, the ACL: 68 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES CHANGES IN THE ALLOWANCE FOR CREDIT LOSSES Year Ended December 31, (Dollar amounts in millions) 2024 2023 2022 Loans and leases outstanding, $ 59,410 $ 57,779 $ 55,653 Average loans and leases outstanding: Commercial 30,671 30,519 29,225 Commercial real estate 13,532 13,023 12,251 Consumer 14,344 13,198 11,122 Total average loans and leases outstanding $ 58,547 $ 56,740 $ 52,598 Allowance for loan and lease losses: Balance at beginning of year 1 $ 684 $ 572 $ 513 Provision for loan losses 72 148 101 Charge-offs: Commercial 68 45 72 Commercial real estate 11 3 — Consumer 12 14 10 Total 91 62 82 Recoveries: Commercial 23 20 32 Commercial real estate 3 — — Consumer 5 6 11 Total 31 26 43 Net loan and lease charge-offs 60 36 39 Balance at end of year $ 696 $ 684 $ 575 Reserve for unfunded lending commitments: Balance at beginning of year 1 $ 45 $ 61 $ 40 Provision for unfunded lending commitments — (16) 21 Balance at end of year $ 45 $ 45 $ 61 Total allowance for credit losses: Allowance for loan and lease losses $ 696 $ 684 $ 575 Reserve for unfunded lending commitments 45 45 61 Total allowance for credit losses $ 741 $ 729 $ 636 Ratio of allowance for credit losses to net loans and leases 1.25 % 1.26 % 1.14 % Ratio of allowance for credit losses to nonaccrual loans 249 % 328 % 427 % Ratio of allowance for credit losses to nonaccrual loans and accruing loans past due 90 days or more 235 % 324 % 410 % Ratio of total net charge-offs to average total loans and leases 0.10 % 0.06 % 0.07 % Ratio of commercial net charge-offs to average commercial loans 0.15 % 0.08 % 0.14 % Ratio of commercial real estate net charge-offs to average commercial real estate loans 0.06 % 0.02 % — % Ratio of consumer net charge-offs to average consumer loans 0.05 % 0.06 % (0.01) % 1 The beginning balance at January 1, 2023 for the allowance for loan and lease losses does not agree to the ending balance at December 31, 2022 because of the adoption of the new accounting standard related to loan modifications to borrowers experiencing financial difficulties. 69 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES December 31, 2024 2023 2022 (Dollar amounts in millions) % of total loans Allocation of ACL % of total loans Allocation of ACL % of total loans Allocation of ACL Loan segment Commercial 52.1 % $ 334 53.0 % $ 321 54.8 % $ 316 Commercial real estate 22.7 311 23.1 258 22.9 189 Consumer 25.2 96 23.9 150 22.3 131 Total 100.0 % $ 741 100.0 % $ 729 100.0 % $ 636 See “The Allowance and Provision for Credit Losses” section on page 38 for more discussion on changes in the ACL, and see Note 6 of the Notes to Consolidated Financial Statements for additional information related to the ACL and credit trends experienced in each portfolio segment.
The following schedules present the changes in, and allocation of, the ACL: 70 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES CHANGES IN THE ALLOWANCE FOR CREDIT LOSSES Year Ended December 31, (Dollar amounts in millions) 2025 2024 2023 Loans and leases outstanding, $ 60,917 $ 59,410 $ 57,779 Average loans and leases outstanding: Commercial 31,389 30,671 30,519 Commercial real estate 13,562 13,532 13,023 Consumer 15,470 14,344 13,198 Total average loans and leases outstanding $ 60,421 $ 58,547 $ 56,740 Allowance for loan and lease losses: Balance at beginning of year $ 696 $ 684 $ 572 Provision for loan losses 71 72 148 Charge-offs: Commercial 103 68 45 Commercial real estate 4 11 3 Consumer 15 12 14 Total 122 91 62 Recoveries: Commercial 24 23 20 Commercial real estate 4 3 — Consumer 5 5 6 Total 33 31 26 Net loan and lease charge-offs 89 60 36 Balance at end of year $ 678 $ 696 $ 684 Reserve for unfunded lending commitments: Balance at beginning of year $ 45 $ 45 $ 61 Provision for unfunded lending commitments 1 — (16) Balance at end of year $ 46 $ 45 $ 45 Total allowance for credit losses: Allowance for loan and lease losses $ 678 $ 696 $ 684 Reserve for unfunded lending commitments 46 45 45 Total allowance for credit losses $ 724 $ 741 $ 729 Ratio of allowance for credit losses to net loans and leases 1.19 % 1.25 % 1.26 % Ratio of allowance for credit losses to nonaccrual loans 230 % 249 % 328 % Ratio of allowance for credit losses to nonaccrual loans and accruing loans past due 90 days or more 226 % 235 % 324 % Ratio of total net charge-offs to average total loans and leases 0.15 % 0.10 % 0.06 % Ratio of commercial net charge-offs to average commercial loans 0.25 % 0.15 % 0.08 % Ratio of commercial real estate net charge-offs to average commercial real estate loans — % 0.06 % 0.02 % Ratio of consumer net charge-offs to average consumer loans 0.06 % 0.05 % 0.06 % ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES December 31, 2025 2024 2023 (Dollar amounts in millions) % of total loans Allocation of ACL % of total loans Allocation of ACL % of total loans Allocation of ACL Loan segment Commercial 52.0 % $ 410 52.1 % $ 334 53.0 % $ 321 Commercial real estate 22.0 204 22.7 311 23.1 258 Consumer 26.0 110 25.2 96 23.9 150 Total 100.0 % $ 724 100.0 % $ 741 100.0 % $ 729 71 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES For further discussion regarding changes in the ACL, see “The Allowance and Provision for Credit Losses” section on page 40.
The FDIC deposit market share data at June 30, 2024 for Zions Bank in Wyoming was not meaningful.
FDIC deposit market share data for Wyoming at June 30, 2025 was not considered meaningful.
The following schedule presents the capitalized costs associated with our core system replacement project, which are depreciated using a useful life of ten years: CAPITALIZED COSTS ASSOCIATED WITH THE CORE SYSTEM REPLACEMENT PROJECT December 31, 2024 (In millions) Phase 1 Phase 2 Phase 3 Total Total amount of capitalized costs, less accumulated amortization $ 15 $ 36 $ 210 $ 261 End of scheduled amortization period Q2 2027 Q1 2029 Q2 2033 54 Table of Contents ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES Deposits Our primary funding source is customer deposits.
The following schedule summarizes the capitalized costs associated with the core system replacement project, which are amortized using a useful life of ten years: CAPITALIZED COSTS ASSOCIATED WITH THE CORE SYSTEM REPLACEMENT PROJECT December 31, 2025 (In millions) Phase 1 Phase 2 Phase 3 Total Total amount of capitalized costs, less accumulated amortization $ 8 $ 27 $ 186 $ 221 End of scheduled amortization period Q2 2027 Q1 2029 Q2 2033 Deposits Deposits are our primary funding source.

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