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What changed in ASSOCIATED BANC-CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ASSOCIATED BANC-CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+545 added−657 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-12)

Top changes in ASSOCIATED BANC-CORP's 2025 10-K

545 paragraphs added · 657 removed · 426 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

98 edited+35 added−83 removed69 unchanged
Biggest changeOther Regulatory Authorities In addition to regulation, supervision and examination by federal banking agencies, the Corporation and certain of its subsidiaries, including those that engage in securities brokerage, dealing and investment advisory activities, are subject to other federal and applicable state securities laws and regulations, and to supervision and examination by other regulatory authorities, including the SEC, FINRA, NYSE, DOL and others. 17 Separately, in June of 2019, pursuant to the Dodd-Frank Act, the SEC adopted Regulation Best Interest, which, among other things, establishes a new standard of conduct for a broker-dealer to act in the best interest of a retail customer when making a recommendation of any securities transaction or investment strategy involving securities to such customer.
Biggest changeOther Regulatory Authorities In addition to regulation, supervision and examination by federal banking agencies, the Corporation and certain of its subsidiaries, including those that engage in securities brokerage, dealing and investment advisory activities, are subject to other federal and applicable state securities and other laws and regulations, and to supervision and examination by other regulatory authorities including the SEC, FINRA, NYSE, DOL and others.
The guidance applies broadly to any business agreement between a banking organization and another entity, by contract or otherwise (including affiliated entities), and it requires banking organizations to analyze the risks associated with each third-party relationship and establish effective governance and risk management processes for all stages of a third-party 6 relationship, including planning, due diligence and third-party selection, contract negotiation, ongoing monitoring, and termination.
The guidance applies broadly to any business agreement between a banking organization and another entity, by contract or otherwise (including affiliated entities), and it requires banking organizations to analyze the risks associated with each third-party relationship and establish effective governance and risk management processes for all stages of a third-party relationship, including planning, due diligence and third-party selection, contract negotiation, ongoing monitoring, and termination.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action (described below), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting policies. Our capital amounts and classification are also subject to judgments by the regulators regarding qualitative components, risk weightings, and other factors.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action (described below), we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting policies. Our capital amounts and classification are subject to judgments by the regulators regarding qualitative components, risk weightings, and other factors.
On October 22, 2024, the CFPB adopted a final rule regarding personal financial data rights that is designed to promote “open banking.” The final rule requires, among other things, that data providers, including any financial institution, make available to consumers and certain authorized third parties upon request certain covered transaction, account and payment 12 information.
On October 22, 2024, the CFPB adopted a final rule regarding personal financial data rights that is designed to promote “open banking.” The final rule requires, among other things, that data providers, including any financial institution, make available to consumers and certain authorized third parties upon request certain covered transaction, account and payment information.
Additionally, under the Dodd-Frank Act, the FDIC has backup enforcement authority over a depository institution holding company, such as the Parent Company, if the conduct or threatened conduct of such holding company poses a risk to the DIF, although such authority may not be used if the holding company is generally in sound condition and does not pose a foreseeable and material risk to the DIF.
Under the Dodd-Frank Act, the FDIC has backup enforcement authority over a depository institution holding company, such as the Parent Company, if the conduct or threatened conduct of such holding company poses a risk to the DIF, although such authority may not be used if the holding company is generally in sound condition and does not pose a foreseeable and material risk to the DIF.
The federal banking agencies have also adopted guidelines for establishing information security standards and cybersecurity programs for implementing safeguards under the supervision of the board of directors. These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial services.
The federal banking agencies have adopted guidelines for establishing information security standards and cybersecurity programs for implementing safeguards under the supervision of the board of directors. These guidelines, along with related regulatory materials, increasingly focus on risk management and processes related to information technology and the use of third parties in the provision of financial services.
The BHC Act also governs the activities that are permissible for bank holding companies and their affiliates and permits the Federal Reserve, in certain circumstances, to issue cease and desist orders and other enforcement actions against bank holding companies and their nonbanking affiliates to correct and curtail unsafe or unsound banking practices.
The BHC Act governs the activities that are permissible for bank holding companies and their affiliates and permits the Federal Reserve, in certain circumstances, to issue cease and desist orders and other enforcement actions against bank holding companies and their nonbanking affiliates to correct and curtail unsafe or unsound banking practices.
Deposit Insurance Premiums Associated Bank is a member of the FDIC and pays an insurance premium to the FDIC based upon its assessment rates on a quarterly basis. Deposits are insured up to applicable limits by the FDIC and such insurance is backed by the full faith and credit of the United States Government.
Deposit Insurance Premiums Associated Bank pays an insurance premium to the FDIC based upon its assessment rates on a quarterly basis. Deposits are insured up to applicable limits by the FDIC and such insurance is backed by the full faith and credit of the United States Government.
See Note 3 Loans of the notes to consolidated financial statements in Part II, Item 8, Financial Statements and Supplementary Data, for additional information on loans to related parties. Community Reinvestment Act Requirements Associated Bank is subject to periodic CRA reviews by the OCC.
See Note 3 Loans of the notes to consolidated financial statements in Part II, Item 8, Financial Statements and Supplementary Data, for additional information on loans to related parties. Community Reinvestment Act Requirements The Bank is subject to periodic CRA reviews by the OCC.
The laws and regulations to which we are subject are constantly under review by Congress, the federal regulatory agencies, and the state authorities. These laws and regulations could be changed drastically in the future, which could affect our profitability, our ability to compete effectively, or the composition of the financial services industry in which we compete.
The laws and regulations to which we are subject are constantly under review by Congress, the federal regulatory agencies, and the state authorities. These laws and regulations could be changed in the future, which could affect our profitability, our ability to compete effectively, or the composition of the financial services industry in which we compete.
We are also subject to the enforcement and rule-making authority of the CFPB regarding consumer financial products. The CFPB has the authority to create and enforce consumer protection rules and regulations and has the power to examine us for compliance with such rules and regulations. The CFPB also has the authority to prohibit “unfair, deceptive or abusive” acts and practices.
We are subject to the enforcement and rule-making authority of the CFPB regarding consumer financial products. The CFPB has the authority to create and enforce consumer protection rules and regulations and has the power to examine us for compliance with such rules and regulations. The CFPB has the authority to prohibit “unfair, deceptive or abusive” acts and practices.
It is also authorized to terminate a depository bank’s deposit insurance upon a finding by the FDIC that the bank’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the bank’s regulatory agency.
It is authorized to terminate a depository bank’s deposit insurance upon a finding by the FDIC that the bank’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the bank’s regulatory agency.
Current Expected Credit Loss Treatment Under the current CECL model, we are required to present certain financial assets carried at amortized cost, such as loans held for investment and HTM securities, at the net amount expected to be collected.
Current Expected Credit Loss Treatment 7 Under the CECL model, we are required to present certain financial assets carried at amortized cost, such as loans held for investment and HTM securities, at the net amount expected to be collected.
Federal law also prohibits national banks from paying dividends that would be greater than the bank’s undivided profits after deducting statutory bad debt in excess of the bank’s allowance for loan losses.
Federal law prohibits national banks from paying dividends that would be greater than the bank’s undivided profits after deducting statutory bad debt in excess of the bank’s allowance for loan losses.
The CFPB is also authorized to prevent any institution under its authority from engaging in an unfair, deceptive, or abusive act or practice in connection with consumer financial products and services.
The CFPB is authorized to prevent any institution under its authority from engaging in an unfair, deceptive, or abusive act or practice in connection with consumer financial products and services.
Some federal consumer financial laws enforced by the CFPB include the ECOA, TILA, the Truth in Savings Act, the Home Mortgage Disclosure Act, RESPA, the Fair Debt Collection Practices Act, and the FCRA.
Some federal 12 consumer financial laws enforced by the CFPB include the ECOA, TILA, the Truth in Savings Act, the Home Mortgage Disclosure Act, RESPA, the Fair Debt Collection Practices Act, and the FCRA.
Specifically, such institutions may deduct from CET1 capital any amount of MSAs, temporary difference DTAs, and investments in the capital of unconsolidated financial institutions that individually exceeds 25 percent of CET1 capital.
Such institutions may deduct from CET1 capital any amount of MSAs, temporary difference DTAs, and investments in the capital of unconsolidated financial institutions that individually exceeds 25 percent of CET1 capital.
Through internal and external training and development programs, we aim to help our colleagues improve their skills so they can achieve their career goals and transition to more challenging roles. • Beginning in 2024, the Corporation initiated quarterly progress reviews for all colleagues designed to enhance colleague development, growth, and performance through consistent coaching and feedback. • In 2024, we introduced significant training and resources for development and career planning to include new leadership development programs and workshops for both leaders and colleagues. • During 2024, we completed over 330 individual career coaching sessions and offered nearly 70 hours of training to assist colleagues in creating meaningful performance and development objectives.
Through internal and external training and development programs, we aim to help our colleagues improve their skills so they can achieve their career goals and transition to more challenging roles. • Beginning in 2024, the Corporation initiated quarterly progress reviews for all colleagues designed to enhance colleague development, growth, and performance through consistent coaching and feedback. • In 2024, we introduced significant training and resources for development and career planning to include new leadership development programs and workshops for both leaders and colleagues. • During 2025, we completed over 280 individual career coaching sessions and offered nearly 70 hours of training to assist colleagues in creating meaningful performance and development objectives.
Specifically, the rule requires banking organizations to notify their primary federal regulator as soon as possible and no later than 36 hours after the discovery of a "computer-security incident" that rises to the level of a "notification incident," as those terms are defined under the final rule.
Specifically, the rule requires banking organizations to notify their primary 10 federal regulator as soon as possible and no later than 36 hours after the discovery of a “ computer-security incident ” that rises to the level of a “ notification incident, ” as those terms are defined under the final rule.
Fundamental components of this framework include the authorities and responsibilities of directors and senior managers to govern the operations and structure of the Corporation and the Bank, as well as the implementation and management of systems and processes designed to identify, measure, monitor and control the risks to the organization, specifically including strategic, reputation, compliance and operational risks.
Fundamental components of this framework include the authorities and responsibilities of directors and senior managers to govern the operations and structure of the Corporation and the Bank, as well as the implementation and management of systems and processes designed to identify, measure, monitor and control the risks to the organization, including strategic, compliance and operational risks.
The appropriate federal regulatory authorities have indicated that 7 paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only out of current operating earnings.
The appropriate federal regulatory authorities have indicated that paying dividends that 6 deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only out of current operating earnings.
We are committed to nurturing an inclusive culture that is centered around providing equal opportunity to our colleagues (regardless of background), responding to community and customer needs, and producing exceptional values for our 4 shareholders. Business lines are focused on fostering a culture of belonging and inclusion among our colleagues in support of equal opportunity.
We are committed to nurturing an inclusive culture that is centered around providing equal opportunity to our colleagues (regardless of background), responding to community and customer needs, and producing exceptional value for our shareholders. Business lines are focused on fostering a culture of belonging and inclusion among our colleagues in support of equal opportunity.
At December 31, 2024, the Bank satisfied the capital requirements necessary to be deemed “well-capitalized.” In the event of a change to this status, the imposition of any of the measures described above could have a material adverse effect on the Corporation and on its profitability and operations.
At December 31, 2025, the Bank satisfied the capital requirements necessary to be deemed “well-capitalized.” In the event of a change to this status, the imposition of any of the measures described above could have a material adverse effect on the 8 Corporation and on its profitability and operations.
In addition, consistent with its “source of strength” policy, the Federal Reserve has stated that, as a matter of prudent banking, a bank holding company should not maintain a level of cash dividends to its shareholders that places undue pressure on the capital of its bank subsidiaries, or that can be funded only through additional borrowings or other arrangements that may undermine the bank holding company’s ability to serve as a source of strength.
Consistent with its source of strength policy, the Federal Reserve has stated that, as a matter of prudent banking, a bank holding company should not maintain a level of cash dividends to its shareholders that places undue pressure on the capital of its bank subsidiaries, or that can be funded only through additional borrowings or other arrangements that may undermine the bank holding company’s ability to serve as a source of strength.
In addition, Section 214 of the Economic Growth Act and its implementing regulation prohibit the federal banking agencies from requiring the Bank to assign a heightened risk weight to certain HVCRE ADC loans as previously required under the Basel III Capital Rules.
Moreover, Section 214 of the Economic Growth Act and its implementing regulation prohibit the federal banking agencies from requiring the Bank to assign a heightened risk weight to certain HVCRE ADC loans as previously required under the Basel III capital rules.
Financial institutions, such as the Bank, are required by statute and regulation to notify consumers of their privacy policies and practices and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. In addition, such financial institutions must appropriately safeguard their customers’ nonpublic, personal information.
Such financial institutions are required by statute and regulation to notify consumers of their privacy policies and practices and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a nonaffiliated third party. In addition, such financial institutions must appropriately safeguard their customers’ nonpublic, personal information.
The new rule requires us to review and possibly modify our compliance activities, which is causing us to incur some additional costs. In addition, state laws that impose a fiduciary duty also may require monitoring, as well as require that we undertake additional compliance measures.
The rule requires us to review and possibly modify our compliance activities, which is causing us to incur some additional costs. In addition, state laws that impose a fiduciary duty may require monitoring, as well as require that we undertake other compliance measures.
In addition, multiple states, Congress and regulators within and outside of the United States are considering similar laws or regulations which could create new individual privacy rights and impose additional obligations on the Bank. The federal banking agencies, including the OCC, have issued a rule imposing cybersecurity notification requirements for banking organizations and their service providers.
In addition, multiple states, Congress and regulators within and outside of the United States have adopted or are considering adopting similar laws or regulations which could create new individual privacy rights and impose additional obligations on the Corporation. The federal banking agencies, including the OCC, have issued a rule imposing cybersecurity notification requirements for banking organizations and their service providers.
Enforcement Powers of the Federal Banking Agencies; Prompt Corrective Action The Federal Reserve, the OCC, and the CFPB have extensive supervisory authority over their regulated institutions, including, among other things, the power to compel higher reserves, the ability to assess civil money penalties, the ability to issue cease-and-desist or removal orders and the ability to initiate injunctive actions.
Enforcement Powers of the Federal Banking Agencies; Prompt Corrective Action The Federal Reserve, the OCC, and the CFPB have extensive supervisory authority over their regulated institutions, including, among other things, the power to compel higher reserves, the ability to assess civil money penalties, the ability to issue non-public memorandums of understanding, the ability to issue cease-and-desist or removal orders and the ability to initiate injunctive actions.
At December 31, 2024, we owned one nationally chartered commercial bank headquartered in Green Bay, Wisconsin, which serves local communities across the upper Midwest, one nationally chartered trust company headquartered in Milwaukee, Wisconsin, and 12 limited purpose banking and nonbanking subsidiaries either located in or conducting business primarily in our three-state branch footprint (Wisconsin, Illinois, and Minnesota) that are closely related or incidental to the business of banking or financial in nature.
At December 31, 2025, we owned one nationally chartered commercial bank headquartered in Green Bay, Wisconsin, which serves local communities across the upper Midwest, one nationally chartered trust company headquartered in Milwaukee, Wisconsin, and 12 limited purpose banking and nonbanking subsidiaries either located in or conducting business primarily in our four-state branch footprint (Wisconsin, Illinois, Minnesota, and Missouri) that are closely related or incidental to the business of banking or financial in nature.
Brokered Deposits Section 29 of the FDI Act and FDIC regulations thereunder limit the ability of an IDI, such as the Bank, to accept, renew or roll over brokered deposits unless the institution is well-capitalized under the prompt corrective action framework described above, or unless it is adequately capitalized and obtains a waiver from the FDIC.
Brokered Deposits The FDI Act and FDIC regulations limit the ability of an IDI, such as the Bank, to accept, renew or roll over brokered deposits unless the bank is well-capitalized under the prompt corrective action framework described above, or unless it is adequately capitalized and obtains a waiver from the FDIC.
During 2024, 91% of our colleagues provided feedback through an annual workplace survey conducted by a third-party on key topics related to the overall health and culture of the organization. The survey respondent percentage is well above the average response rate for commercial banks.
During 2025, 90% of our colleagues provided feedback through an annual workplace survey conducted by a third-party on key topics related to the overall health and culture of the organization. The survey respondent percentage is well above the average response rate for commercial banks.
Other Banking Regulations The Bank is also subject to a variety of other regulations with respect to the operation of its businesses, including but not limited to the Dodd-Frank Act, which among other restrictions placed limitations on the interchange fees charged for debit card transactions, TILA, Truth in Savings Act, ECOA, EFTA, Fair Housing Act, Home Mortgage Disclosure Act, Fair Debt Collection Practices Act, FCRA, Expedited Funds Availability (Regulation CC), Reserve Requirements (Regulation D), Insider Transactions (Regulation O), Privacy of Consumer Information (Regulation P), Margin Stock Loans (Regulation U), Right To Financial Privacy Act, Flood Disaster Protection Act, Homeowners Protection Act, Servicemembers Civil Relief Act, RESPA, TCPA, CAN-SPAM Act, Children’s Online Privacy Protection Act, and the John Warner NDAA.
Other Regulations The Bank is subject to a variety of other regulations with respect to the operation of its businesses, including but not limited to the Dodd-Frank Act, which among other restrictions placed limitations on the interchange fees charged for debit card transactions, TILA, Truth in Savings Act, ECOA, EFTA, Fair Housing Act, Home Mortgage Disclosure Act, Fair Debt Collection Practices Act, Expedited Funds Availability (Regulation CC), Reserve Requirements (Regulation D), Insider Transactions (Regulation O), Privacy of Consumer Information (Regulation P), Privacy of Consumer Financial Information and Safeguarding Personal Information (Regulation S-P), Margin Stock Loans (Regulation U), Right To Financial Privacy Act, Flood Disaster Protection Act, Homeowners Protection Act, Servicemembers Civil Relief Act, RESPA, Children’s Online Privacy Protection Act, and the John Warner NDAA.
Measured by total assets reported at December 31, 2024, we are the largest bank holding company headquartered in Wisconsin.
Measured by total assets reported at December 31, 2025, we are the largest bank holding company headquartered in Wisconsin.
As of December 31, 2024: • Over 2,700 colleagues and spouses participated in an annual wellness visit with a primary care provider. • Nearly 1,650 colleagues received a well-being reimbursement for the purchase of items such as gym memberships, home fitness equipment, and/or fitness tracking devices.
As of December 31, 2025: • Nearly 2,700 colleagues and spouses participated in an annual wellness visit with a primary care provider. • Nearly 1,884 colleagues received a well-being reimbursement for the purchase of items such as gym memberships, home fitness equipment, and/or fitness tracking devices.
Our commitment to our communities goes beyond providing banking services. We use our expertise and financial resources to support communities in accordance with the CRA requirements.These initiatives and investments create opportunities for individuals, families, and businesses to fully participate in and share the rewards of building economic stability in our communities. Competition The financial services industry is highly competitive.
We use our expertise and financial resources to support communities in accordance with the CRA requirements. These initiatives and investments create opportunities for individuals, families, and businesses to fully participate in and share the rewards of building economic stability in our communities. Competition The financial services industry is highly competitive.
Our efforts are supported by the work of our seven CRGs. These groups, which are open to all employees, are centered on development and colleague growth.
Our efforts are supported by the work of our seven CRGs. These groups, which are open to all employees, 3 are centered on development, colleague growth, and community involvement.
The total value for well-being reimbursements was over $300,000. • Over 1,300 colleagues earned incentives through our Total Well-being program totaling over $160,000. We regularly review our pay and benefits programs so that we are offering a total rewards package (including salary, incentives, benefits, and well-being opportunities) that we believe is fair, equitable, and competitive in our marketplace.
The total value for well-being reimbursements was over $340,000. • Over 1,454 colleagues earned incentives through our Total Well-being program totaling over $180,000. We regularly review our Total Rewards programs so that we are offering a total rewards package (including salary, incentives, benefits, and well-being opportunities) that we believe is fair, equitable, and competitive in our marketplace.
For the eighth year in a row, we received more than 8,000 colleague comments, including more than 10,000 in 2024, which we believe demonstrates that colleagues are interested in, and comfortable with, sharing candid feedback. We are pleased to support total health and well-being through a variety of benefits, programs, activities, and educational opportunities throughout the year.
For the ninth year in a row, we received more than 8,000 colleague comments, including 9,500 in 2025, which we believe demonstrates that colleagues are interested in, and comfortable with, sharing candid feedback. We are pleased to support total health and well-being through a variety of benefits, programs, activities, and educational opportunities throughout the year.
Consumers and, in some instances, state and federal regulators, must be notified in the event of a data breach under applicable state laws and federal regulations. We had no material data breaches in 2024.
Consumers and, in some instances, state and federal regulators, must be notified in the event of a data breach under applicable state laws and federal regulations. The Corporation had no material data breaches in 2025 .
Services Through Associated Bank and various nonbanking subsidiaries, we provide a broad array of banking and nonbanking products and services to individuals and businesses through 188 banking branches as of December 31, 2024, serving more than 100 communities, primarily within our three-state branch footprint.
Services Through Associated Bank and various nonbanking subsidiaries, we provide a broad array of banking and nonbanking products and services to individuals and businesses through 184 banking branches as of December 31, 2025, serving more than 100 communities, primarily within our four-state branch footprint.
Associated Bank, our only subsidiary that accepts insured deposits, is also subject to examination by the FDIC.
Associated Bank, our only subsidiary that accepts insured deposits, is also subject to examination by the FDIC under certain conditions.
Through subsequent rulemaking, the federal banking agencies provided certain forms of relief to banking organizations that are not subject to the capital regulation's advanced approaches, such as the Corporation.
The federal banking agencies have provided certain forms of relief to banking organizations that are not subject to the capital regulation's advanced approaches, such as the Corporation.
Interstate Branching Pursuant to the Dodd-Frank Act, national and state-chartered banks may open an initial branch in a state other than its home state (e.g., a host state) by establishing a de novo branch at any location in such host state at which a bank chartered in such host state could establish a branch.
Interstate Branching National and state-chartered banks may open an initial branch in a state other than its home state (e.g., a host state) by establishing a de novo branch at any location in such host state at which a bank chartered in such host state could establish a branch.
Additionally, we compete with insurance companies, leasing companies, regulated small loan companies, credit unions, governmental agencies, and commercial entities offering financial services products, including nonbank lenders and financial technology companies.
Additionally, we compete with insurance companies, leasing companies, regulated small loan companies, credit unions, governmental agencies, and commercial entities offering financial services products, including nonbank lenders and financial technology companies, including those related to cryptocurrencies (including stablecoins).
We and our vendors are subject to a number of U.S. federal, state, local and foreign laws and regulations, industry standards and other requirements relating to consumer privacy and data protection, including those that apply generally to the handling of personal information.
The Corporation and its service providers are subject to a number of U.S. federal, state, local and foreign laws and regulations, industry standards and other requirements relating to consumer privacy and data protection, including those that apply generally to the handling of personal information.
A financial institution also should have a business continuity program to recover from a cyberattack and procedures for monitoring the security of third-party service providers that may have access to nonpublic data at the institution. Additionally, recent and ongoing developments may impact our data security- and privacy-related internal controls and risk profile.
A financial institution should have a business continuity program to recover from a cyberattack and procedures for monitoring the security of third-party service providers that may have access to nonpublic data at the institution. Further regulatory developments may impact the Corporation's data security- and privacy-related internal controls and risk profile.
Concurrent with the FDIC and OCC announcements, the DOJ withdrew from its 1995 Bank Merger Guidelines and announced that it would consider bank mergers under its 2023 Merger Guidelines, which are not industry specific, as well as under a separate, recently adopted bank merger addendum.
Concurrent with the FDIC and OCC issuances of revised policy statements in 2024, the DOJ withdrew from its 1995 Bank Merger Guidelines and announced that it would consider bank mergers under its 2023 Merger Guidelines, which are not industry specific, as well as under a separate, recently adopted bank merger addendum.
Under the limited exception, qualified FDIC-IDIs, like the Bank, are able to except from treatment as "brokered" deposits up to $5 billion or 20 percent of the institution's total liabilities in reciprocal deposits (which is defined as deposits received by a financial institution through a deposit placement network with the same maturity (if any) and in the same aggregate amount as deposits placed by the institution in other network member banks).
Under the limited exception, IDIs that qualify, like the Bank, are able to exclude from treatment as "brokered" deposits up to the lesser of $5 billion or 20 percent of the bank's 9 total liabilities in reciprocal deposits (which is defined as deposits received by a bank through a deposit placement network with the same maturity (if any) and in the same aggregate amount as deposits placed by the bank in other network member banks).
The program must, at a minimum: (1) provide for a system of internal controls to assure ongoing compliance; (2) provide for independent testing for compliance; (3) designate an individual responsible for coordinating and monitoring day-to-day compliance; and (4) provide training for appropriate personnel.
The program must, at a 11 minimum: (1) provide for a system of internal controls to assure ongoing compliance; (2) provide for independent testing for compliance; (3) designate an individual responsible for coordinating and monitoring day-to-day compliance; (4) provide training for appropriate personnel; and (5) provide for appropriate risk-based procedures for conducting customer due diligence.
Bank Secrecy Act / Anti-Money Laundering The BSA, which is intended to require financial institutions to develop policies, procedures, and practices to prevent and deter money laundering, mandates that every national bank have a written, board-approved program that is reasonably designed to assure and monitor compliance with the BSA.
Bank Secrecy Act / Anti-Money Laundering The BSA, as amended by the Patriot Act and the Anti-Money Laundering Act of 2020, requires financial institutions to develop policies, procedures, and practices to prevent and deter money laundering, mandates that every national bank have a written, board-approved program that is reasonably designed to assure and monitor compliance with the BSA.
The Dodd-Frank Act required the federal banking agencies and the SEC to establish joint regulations or guidelines for specified regulated entities, such as us, having at least $1 billion in total assets, to prohibit incentive-based payment arrangements that encourage inappropriate risk taking by providing an executive officer, employee, director or principal shareholder with excessive compensation, fees, or benefits or that could lead to material financial loss to the entity.
The Dodd-Frank Act required the federal banking agencies and the SEC to establish joint regulations or guidelines for financial institutions, such as the Bank, to prohibit incentive-based payment arrangements that encourage inappropriate risk taking by providing an executive officer, employee, director or principal shareholder with excessive compensation, fees, or benefits or that could lead to material financial loss to the entity.
Under privacy protection provisions of the GLBA and its implementing regulations and guidance, we are limited in our ability to disclose certain non-public information about consumers to nonaffiliated third parties.
Under privacy protection provisions of the GLBA and its implementing regulations and guidance, financial institutions, such as the Bank, are limited in their ability to disclose certain non-public information about consumers to nonaffiliated third parties.
The term “covered transaction” includes the making of loans, purchase of assets, issuance of a guarantee and similar types of transactions. Certain types of covered transactions must be collateralized according to a schedule set forth in the statute based on the type of collateral.
The term “covered transaction” includes the making of loans, purchase of assets, issuance of a guarantee and similar types of transactions. Certain types of covered transactions must be collateralized according to a schedule set forth in the statute based on the type of collateral. Certain transactions with our directors, officers or controlling persons are subject to conflicts of interest regulations.
We believe attracting and retaining talent in a highly competitive candidate market fuels our ability to serve our customers and support our communities. We are focused on sourcing talent from all backgrounds through engagement with workforce development programs, partnerships with various organizations, and active campus recruitment. As a result, we were able to hire over 650 external candidates in 2024.
None of our colleagues are represented by unions. We believe attracting and retaining talent in a highly competitive candidate market fuels our ability to serve our customers and support our communities. We are focused on sourcing talent from all backgrounds through engagement with workforce development programs, partnerships with various organizations, and active campus recruitment.
The termination of deposit insurance for the Bank would have a material adverse effect on our earnings, operations and financial condition. 10 Historically, deposit insurance premiums we have paid to the FDIC have been deductible for federal income tax purposes; however, the Tax Act disallows the deduction of such premium payments for banking organizations with total consolidated assets of $50 billion or more.
Historically, deposit insurance premiums we have paid to the FDIC have been deductible for federal income tax purposes; however, the Tax Act disallows the deduction of such premium payments for banking organizations with total consolidated assets of $50 billion or more.
For banks with less than $50 billion in total consolidated assets, such as ours, the premium deduction is phased out based on the proportion of a bank’s assets exceeding $10 billion.
For banks with less than $50 billion in total consolidated assets, such as ours, the premium deduction is phased out based on the proportion of a bank’s assets exceeding $10 billion. The Corporation anticipates that the Bank's total consolidated assets will exceed $50 billion upon the completion of its proposed acquisition of American National.
Pursuant to SEC regulations and NYSE rules enacted in 2022, we adopted a "clawback" policy with respect to the recovery of incentive-based compensation paid to current or former executive officers in the event of material noncompliance with any financial reporting requirement under the securities laws.
Despite numerous proposals, no regulation has been finalized. Pursuant to SEC regulations, we adopted a “clawback” policy with respect to the recovery of incentive-based compensation paid to current or former executive officers in the event of material noncompliance with any financial reporting requirement under the securities laws.
Banking Subsidiary Dividends The Parent Company is a legal entity separate and distinct from the Bank and other nonbanking subsidiaries. A substantial portion of our cash flow comes from dividends paid to us by Associated Bank.
Unlike the FDIC and OCC, the DOJ has not reinstated the guidance that was in effect prior to 2024. Banking Subsidiary Dividends The Parent Company is a legal entity separate and distinct from the Bank and other nonbanking subsidiaries. A substantial portion of our cash flow comes from dividends paid to us by Associated Bank.
On July 27, 2023, the federal banking agencies issued a proposed rule to implement the final components of the Basel III standards set by the Basel Committee on Banking Supervision in 2017.
On July 27, 2023, the federal banking agencies issued a proposed rule to implement the final components of the Basel III standards set by the Basel Committee on Banking Supervision in 2017. In light of the adverse reaction to the proposal, the Federal Reserve announced that it would publish a re-proposal of its regulations finalizing the Basel III standards.
Corporate and risk governance oversight is a core supervisory function of the federal banking agencies, including the OCC. National banks with at least $50 billion in total assets are subject to prescribed standards for the implementation of risk governance frameworks addressing credit risk, interest rate risk, liquidity risk, price risk, operational risk, compliance risk, strategic risk, and reputation risks.
National banks with at least $50 billion in total assets are currently subject to heightened standards for, among other things, the implementation of risk governance frameworks addressing credit risk, interest rate risk, liquidity risk, price risk, operational risk, compliance risk, strategic risk, and reputation risks.
Privacy, Data Protection, and Cybersecurity We receive, store, use and otherwise process information that relates to individuals and/or constitutes “personal data,” “personal information,” “nonpublic personal information,” or similar terms under applicable data privacy laws.
Privacy, Data Protection, and Cybersecurity The Corporation collects, shares, uses, stores and otherwise processes information that relates to individuals and/or constitutes “personal data,” “personal information,” “nonpublic personal information,” or similar terms under applicable data privacy laws.
Capital Planning and Stress Testing Requirements As part of the regulatory relief provided by the Economic Growth Act, the asset threshold requiring IDIs to conduct and report to their primary federal bank regulators annual company-run stress tests, as well as to comply with leverage limits, liquidity requirements, and resolution planning requirements, was raised from $10 billion to $250 billion in total consolidated assets and the stress testing requirement was made “periodic” rather than annual.
Capital Planning and Stress Testing Requirements As a result of the Economic Growth Act and related OCC rulemaking, the asset threshold for IDIs to conduct and report to their primary federal bank regulators company-run stress tests, as well as to comply with leverage limits, liquidity requirements, and resolution planning requirements, was raised from $10 billion to $250 billion in total consolidated assets and the Bank is no longer subject to Dodd-Frank Act stress testing requirements.
To promote fairness and transparency for mortgages, credit cards, and other consumer financial products and services, the Dodd-Frank Act established the CFPB. This agency is responsible for interpreting and enforcing federal consumer financial laws, as defined by the Dodd-Frank Act, that, among other things, govern the provision of deposit accounts along with mortgage origination and servicing.
Consumer Financial Services Regulations Federal and applicable state banking laws require us to take steps to protect consumers. The CFPB is responsible for interpreting and enforcing federal consumer financial laws, as defined by the Dodd-Frank Act, that, among other things, govern the provision of deposit accounts along with mortgage origination and servicing.
The changing privacy laws in the United States, Europe and elsewhere create new individual privacy rights and impose increased obligations on companies handling personal information, including the CCPA, as amended by the CPRA. While GLBA-regulated nonpublic, personal information generally is exempt under the CCPA, the CCPA and other state laws apply to other personal information processed by the Bank.
The changing privacy laws and regulations in the United States and elsewhere create new individual privacy rights and impose increased obligations on companies handling personal information, including the CCPA, as amended by the CPRA.
The CFPB also has implemented the TILA-RESPA Integrated Disclosure rules, which harmonize disclosure and certain regulatory compliance requirements required under those two statutes with respect to residential mortgage loans.
The CFPB has implemented the TILA-RESPA Integrated Disclosure rules, which harmonize disclosure and certain regulatory compliance requirements required under those two statutes with respect to residential mortgage loans. The CFPB has the authority to take supervisory and enforcement action against banks under its jurisdiction that fail to comply with federal consumer financial laws.
Failure to provide and implement a plan requires the appropriate federal banking agency to issue an order to the institution requiring compliance. Corporate and Risk Governance We are required as a supervisory matter to implement an effective corporate and risk governance framework commensurate with our size, complexity and risk profile.
We are required, as a supervisory matter, to implement an effective corporate and risk governance framework commensurate with our size, complexity and risk profile.
As a result of the legislation and related OCC rulemaking thereunder, the Bank is no longer subject to Dodd-Frank Act stress testing requirements. The Economic Growth Act also provided that bank holding companies under $100 billion in assets were no longer subject to stress testing requirements.
The Economic Growth Act provided that bank holding companies under $100 billion in assets were no longer subject to stress testing requirements.
The BHC Act further regulates holding company activities, including requirements and limitations relating to capital, transactions with officers, directors and affiliates, securities issuances, dividend payments, inter-affiliate liabilities, extensions of credit, and expansion through mergers and acquisitions.
The BHC Act further regulates holding company activities, including requirements and limitations relating to capital, transactions with officers, directors and affiliates, securities issuances, dividend payments, inter-affiliate liabilities, extensions of credit, and expansion through mergers and acquisitions. 4 The BHC Act allows certain qualifying bank holding companies that elect treatment as “financial holding companies” to engage in activities that are financial in nature and that explicitly include the underwriting and sale of insurance.
A copy of our clawback policy is attached as Exhibit 97 to this Annual Report on 10-K. 14 The Federal Reserve will review, as part of its standard, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Corporation, that are not “large, complex banking organizations.” These reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements.
A copy of our clawback policy is attached as Exhibit 97 to this Annual Report on 10-K. The Federal Reserve will review, as part of its standard, risk-focused examination process, the incentive compensation arrangements of financial institutions, such as the Corporation.
This legal challenge may delay or halt the final rule’s implementation. Artificial Intelligence CFPB and other federal regulatory guidance reiterates that creditors are not excused from the adverse action notice requirements under ECOA simply because they rely on complex algorithmic underwriting models. States have also started to regulate the use of AI technologies.
Artificial Intelligence CFPB and other federal regulatory guidance reiterates that creditors are not excused from the adverse action notice requirements under ECOA if they rely on complex algorithmic underwriting models. States have started to regulate the use of AI technologies. Of note, the California Privacy Protection Agency has finalized regulations under the CCPA regarding the use of automated decision making.
The OCC has primary supervisory and regulatory authority over the operations of Associated Bank and the Corporation's trust company subsidiary. As part of this authority, Associated Bank and our trust company subsidiary are required to file periodic reports with the OCC and are subject to regulation, supervision and examination by the OCC.
As part of this authority, Associated Bank and our trust company subsidiary are required to file periodic reports with the OCC and are subject to regulation, supervision and examination by the OCC. To support its supervisory function, the OCC has the authority to assess and charge fees on all national banks according to a set fee schedule.
The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.
The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The federal banking regulators have issued final rules providing financial institutions with the option to delay the estimated impact on regulatory capital stemming from the CECL model.
In addition, the New York State Department of Financial Services issued an industry letter on combating cybersecurity risks associated with AI. Additionally, on January 23, 2025, President Trump issued an Executive Order aimed at reducing barriers to AI innovation in the U.S. economy.
On January 23, 2025, President Trump issued an Executive Order aimed at reducing barriers to AI innovation in the U.S. economy.
Total scores are converted pursuant to a predetermined formula into an initial base assessment rate. Assessment rates range from 2.5 bp to 45 bp for large institutions. The FDIC has the flexibility to adopt actual rates that are higher or lower than the total base assessment rates adopted without notice and comment, if certain conditions are met.
The FDIC has the flexibility to adopt actual rates that are higher or lower than the total base assessment rates adopted without notice and comment, if certain conditions are met.
At December 31, 2024, our estimated level of uninsured deposits was $15.5 billion. The Corporation’s assessment rate for FDIC was approximately 10 bp for 2024. Further, in 2023, the FDIC issued a final rule to implement a special assessment to recover the loss to the DIF associated with protecting uninsured depositors following the closure of SVB and SBNY.
In 2023, the FDIC issued a final rule to implement a special assessment to recover the loss to the DIF associated with protecting uninsured depositors following the closure of SVB and SBNY.
Further, the federal banking agencies have in recent years increased their focus on banks’ third-party risk management controls and practices. The federal banking agencies, including the OCC, adopted interagency guidance on risk management of third-party relationships.
The federal banking agencies, including the OCC, adopted interagency guidance on risk management of third-party relationships.
Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions.
These reviews will be tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions.
BHC Act Requirements As a registered bank holding company under the BHC Act, we are regulated, supervised, and examined by the Federal Reserve. In connection with applicable requirements, bank holding companies file periodic reports and other information with the Federal Reserve.
In connection with applicable requirements, bank holding companies file periodic reports and other information with the Federal Reserve.
In certain situations, a federal banking agency may reclassify a well-capitalized institution as adequately capitalized and may require an adequately capitalized or undercapitalized institution to comply with supervisory actions as if the institution were in the next lower category. 9 Institutions must file a capital restoration plan with the OCC within 45 days of the date it receives a notice from the OCC that it is “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized.” Compliance with a capital restoration plan must be guaranteed by a parent holding company.
Institutions must file a capital restoration plan with the OCC within 45 days of the date it receives a notice from the OCC that it is “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized.” Compliance with a capital restoration plan must be guaranteed by a parent holding company.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeBoth to comply with applicable existing law and to prepare for potential expansions in laws requiring such protection, we must maintain adequate privacy and security measures, which require significant investments in resources and ongoing attention. 25 Additionally, laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet are or may become applicable to our business, such as the TCPA, the CAN-SPAM Act, and similar state consumer protection and communication privacy laws, such as California’s Invasion of Privacy Act.
Biggest changeFor more information, see “Privacy, Data Protection, and Cybersecurity” in the Item 1, Business section above. 21 Both to comply with applicable existing law and to prepare for potential expansions in laws requiring protection of personal information, we must endeavor to maintain adequate privacy and security measures, which require significant investments in resources and ongoing attention.
The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair our business operations. This report is qualified in its entirety by these risk factors. See also, Special Note Regarding Forward-Looking Statements and Risk Factors Summary.
The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may impair our business operations. This report is qualified in its entirety by these risk factors. See also, Special Note Regarding Forward-Looking Statements and Risk Factors Summary.
Our securities prices can fluctuate widely in response to a variety of factors including, among other things: • actual or anticipated variations in quarterly results of operations or financial condition; • operating results and stock price performance of other companies that investors deem comparable to us; • news reports relating to trends, concerns, and other issues in the financial services industry; • perceptions in the marketplace regarding us and/or our competitors; • new technology used or services offered by competitors; • significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors; • failure to integrate acquisitions or realize anticipated benefits from acquisitions; 39 • changes in government regulations; • changes in international trade policy and any resulting disputes or reprisals; • geopolitical conditions, such as acts or threats of terrorism or military conflicts; and • recommendations by securities analysts.
Our securities prices can fluctuate widely in response to a variety of factors including, among other things: • actual or anticipated variations in quarterly results of operations or financial condition; • operating results and stock price performance of other companies that investors deem comparable to us; • news reports relating to trends, concerns, and other issues in the financial services industry; • perceptions in the marketplace regarding us and/or our competitors; • new technology used or services offered by competitors; • significant acquisitions or business combinations, strategic partnerships, joint ventures, or capital commitments by or involving us or our competitors; • failure to integrate acquisitions or realize anticipated benefits from acquisitions; • changes in government regulations; • changes in international trade policy and any resulting disputes or reprisals; • geopolitical conditions, such as acts or threats of terrorism or military conflicts; and • recommendations by securities analysts.
Other factors that influence our credit ratings include changes to the rating agencies’ methodologies for our industry or certain security types; the rating agencies’ assessment of the general operating environment for financial services companies; our relative positions in the markets in which we compete; our various risk exposures and risk management policies and activities; pending litigation and other contingencies; our reputation; our liquidity position, diversity of funding sources and funding costs; the current and expected level and volatility of our earnings; our capital position and capital management practices; our corporate governance; current or future regulatory and legislative initiatives; and the agencies’ views on whether the U.S. government would provide meaningful 21 support to the Corporation or its subsidiaries in a crisis.
Other factors that influence our credit ratings include changes to the rating agencies’ methodologies for our industry or certain security types; the rating agencies’ assessment of the general operating environment for financial services companies; our relative positions in the markets in which we compete; our various risk exposures and risk management policies and activities; pending litigation and other contingencies; our reputation; our liquidity position, diversity of funding sources and funding costs; the current and expected level and volatility of our earnings; our capital position and capital management practices; our corporate governance; current or future regulatory and legislative initiatives; and the agencies’ views on whether the U.S. government would provide meaningful support to the Corporation or its subsidiaries in a crisis.
Acquiring other banks, businesses, or branches involves potential adverse impact to our financial results and various other risks commonly associated with acquisitions, including, among other things: • incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, and with integrating acquired businesses, resulting in the diversion of resources from the operation of our existing businesses; • difficulty in estimating the value of target companies or assets and in evaluating credit, operations, management, and market risks associated with those companies or assets; • payment of a premium over book and market values that may dilute our tangible book value and earnings per share in the short and long term; • potential exposure to unknown or contingent liabilities of the target company, including, without limitation, liabilities for litigation, regulatory and compliance issues; • exposure to potential asset quality issues of the target company; • there may be volatility in reported income as goodwill impairment losses could occur irregularly and in varying amounts; • difficulties, inefficiencies or cost overruns associated with the integration of the operations, personnel, technologies, services, and products of acquired companies with ours; 33 • inability to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits; • potential disruption to our business; • the possible loss of key employees and customers of the target company; and • potential changes in banking or tax laws or regulations that may affect the target company.
Acquiring other banks, businesses, or branches involves potential adverse impact to our financial results and various other risks commonly associated with acquisitions, including, among other things: • incurring time and expense associated with identifying and evaluating potential acquisitions and negotiating potential transactions, and with integrating acquired businesses, resulting in the diversion of resources from the operation of our existing businesses; • difficulty in estimating the value of target companies or assets and in evaluating credit, operations, management, and market risks associated with those companies or assets; • payment of a premium over book and market values that may dilute our tangible book value and earnings per share in the short and long term; 28 • potential exposure to unknown or contingent liabilities of the target company, including, without limitation, liabilities for litigation, regulatory and compliance issues; • exposure to potential asset quality issues of the target company; • there may be volatility in reported income as goodwill impairment losses could occur irregularly and in varying amounts; • difficulties, inefficiencies or cost overruns associated with the integration of the operations, personnel, technologies, services, and products of acquired companies with ours; • inability to realize the expected revenue increases, cost savings, increases in geographic or product presence, and/or other projected benefits; • potential disruption to our business; • the possible loss of key employees and customers of the target company; and • potential changes in banking or tax laws or regulations that may affect the target company.
Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or persons outside the Corporation, the execution of unauthorized transactions, errors relating to transaction processing and technology, breaches of our internal control systems or failures of those of our suppliers or counterparties, compliance failures, cyber-attacks, technology failures, or unforeseen problems encountered while implementing new computer systems or upgrades to existing systems, business continuation and disaster recovery issues, and other external events.
Operational risk is the risk of loss resulting from our operations, including but not limited to, the risk of fraud by employees or persons outside the Corporation, the execution of unauthorized transactions, errors relating to transaction processing and technology, breaches of our internal control systems or failures of those of our suppliers or counterparties, compliance failures, cyber-attacks or other security breaches, technology failures, or unforeseen problems encountered while implementing new computer systems or upgrades to existing systems, business continuation and disaster recovery issues, and other external events.
A deterioration in economic conditions, including those arising from government shutdowns, defaults, anticipated defaults or rating agency downgrades of sovereign debt (including debt of the U.S.), or increases in unemployment, could result in an increase in loan delinquencies and NPAs, decreases in loan collateral 32 values, and a decrease in demand for our products and services, among other things, any of which could have a material adverse impact on our financial condition and results of operations.
A deterioration in economic conditions, including those arising from government shutdowns, defaults, anticipated defaults or rating agency downgrades of sovereign debt (including debt of the U.S.), or increases in unemployment, could result in an increase in loan delinquencies and NPAs, decreases in loan collateral values, and a decrease in demand for our products and services, among other things, any of which could have a material adverse impact on our financial condition and results of operations.
While certain aspects of a credit rating downgrade are quantifiable, the impact that such a downgrade would have on our liquidity, business and results of operations in future periods is inherently uncertain and would depend on a number of interrelated factors, including, among other things, the magnitude of the downgrade, the rating relative to peers, the rating assigned by the relevant agency pre-downgrade, individual client behavior and future mitigating actions we might take.
While certain aspects of a credit rating downgrade are quantifiable, the impact that such a downgrade would have on our liquidity, business and results of operations in future periods is inherently uncertain and would depend on a number of interrelated factors, including, among other things, the 17 magnitude of the downgrade, the rating relative to peers, the rating assigned by the relevant agency pre-downgrade, individual client behavior and future mitigating actions we might take.
Any enhanced regulatory scrutiny of bank mergers and acquisitions and revision of the framework for merger application review may adversely affect the marketplace for such transactions, could result in our acquisitions in future periods being delayed, impeded 34 or restricted in certain respects and result in new rules that possibly limit the size of financial institutions we may be able to acquire in the future and alter the terms for such transactions.
Any enhanced regulatory scrutiny of bank mergers and acquisitions and revision of the framework for merger application review may adversely affect the marketplace for such transactions, could result in our acquisitions in future periods being delayed, impeded or restricted in certain respects and result in new rules that possibly limit the size of financial institutions we may be able to acquire in the future and alter the terms for such transactions.
Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings, but such changes could also affect (i) our ability to originate loans and obtain deposits; (ii) the fair value of our financial assets and liabilities; and (iii) the average duration of our mortgage portfolio and other interest-earning assets.
Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings, but such changes could affect (i) our ability to originate loans and obtain deposits; (ii) the fair value of our financial assets and liabilities; and (iii) the average duration of our mortgage portfolio and other interest-earning assets.
General market fluctuations, industry factors, and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes, or credit loss trends, could also cause our securities prices to decrease regardless of our operating results. There may be future sales or other dilution of our equity, which may adversely affect the market price of our securities.
General market fluctuations, industry factors, and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes, or credit loss trends, could cause our securities prices to decrease regardless of our operating results. There may be future sales or other dilution of our equity, which may adversely affect the market price of our securities.
On the other hand, any increase in the corporate tax rate or surcharges that may be adopted by Congress would adversely affect our results of operations in future periods. In addition, the Bank’s customers experienced and likely will continue to experience varying effects from both the individual and business tax provisions of the Tax Act.
On the other hand, any increase in the corporate tax rate or surcharges that may be adopted by Congress would adversely affect our results of operations in future periods. The Bank’s customers experienced and likely will continue to experience varying effects from both the individual and business tax provisions of the Tax Act.
Because our loan portfolio contains a number of commercial loans with significant balances, the 19 deterioration of one or a few of these loans could cause a significant increase in nonaccrual loans, which could have a material adverse effect on our financial condition and results of operations. CRE lending may expose us to increased lending risks.
Because our loan portfolio contains a number of commercial loans with significant balances, the deterioration of one or a few of these loans could cause a significant increase in nonaccrual loans, which could have a material adverse effect on our financial condition and results of operations. CRE lending may expose us to increased lending risks.
Federal budget deficit concerns and the potential for political conflict over legislation to fund U.S. government operations and raise the U.S. government’s debt limit may increase the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession in the United States.
Federal budget deficit concerns and the potential for political conflict over legislation to fund U.S. government operations and raise the U.S. government’s debt limit may increase the possibility of a default by the U.S. government on its debt obligations, 26 related credit-rating downgrades, or an economic recession in the United States.
Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. The Corporation's interest rate risk profile is such that, generally, a higher yield curve adds to income while a lower yield curve has a negative impact on earnings.
Earnings could be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. The Corporation's interest rate risk profile is such that, generally, a higher yield curve adds to income while a lower yield curve has a negative impact on earnings.
As a result of uncertain domestic political conditions, 31 including potential future federal government shutdowns, the possibility of the federal government defaulting on its obligations for a period of time due to debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government pose liquidity risks.
As a result of uncertain domestic political conditions, including potential future federal government shutdowns, the possibility of the federal government defaulting on its obligations for a period of time due to debt ceiling limitations or other unresolved political issues, investments in financial instruments issued or guaranteed by the federal government pose liquidity risks.
Acquisitions also involve operational risks and uncertainties, and acquired companies may have unknown or contingent liabilities, exposure to unexpected asset quality problems that require write-downs or write-offs (as well as restructuring and impairment or other charges), difficulty retaining key employees and customers and other issues that could negatively affect our business.
Acquisitions involve operational risks and uncertainties, and acquired companies may have unknown or contingent liabilities, exposure to unexpected asset quality problems that require write-downs or write-offs (as well as restructuring and impairment or other charges), difficulty retaining key employees and customers and other issues that could negatively affect our business.
CFPB enforcement actions may serve as precedent for how the CFPB interprets and enforces consumer protection laws, including practices or acts that are deemed to be unfair, deceptive or abusive, with respect to all supervised institutions, which may result in the imposition of higher standards of compliance with such laws.
Past CFPB enforcement actions may serve as precedent for how the CFPB interprets and enforces consumer protection laws, including practices or acts that are deemed to be unfair, deceptive or abusive, with respect to all supervised institutions, which may result in the imposition of higher standards of compliance with such laws.
In addition, we may not be able to obtain appropriate types or levels of insurance in the future, nor may we be able to obtain adequate replacement policies with acceptable terms, if at all. Negative publicity could damage our reputation. Reputation risk, or the risk to our earnings and capital from negative public opinion, is inherent in our business.
We may not be able to obtain appropriate types or levels of insurance in the future, nor may we be able to obtain adequate replacement policies with acceptable terms, if at all. Negative publicity could damage our reputation. Reputation risk, or the risk to our earnings and capital from negative public opinion, is inherent in our business.
If a significant portion of our deposits were to be withdrawn within a short period of time such that additional sources of funding would be required to meet withdrawal demands, the Corporation may be unable to obtain funding at favorable terms, which may have an adverse effect on our net interest margin.
If a significant portion of our deposits were to be withdrawn within a short period such that additional sources of funding would be required to meet withdrawal demands, the Corporation may be unable to obtain funding at favorable terms, which may have an adverse effect on our net interest margin.
The unexpected loss of services of one or more of our key personnel could have a material adverse impact on our business because of their skills, knowledge of our markets, years of industry experience, and the difficulty of promptly finding qualified replacement personnel. 41 Loss of key colleagues may disrupt relationships with certain customers.
The unexpected loss of services of one or more of our key personnel could have a material adverse impact on our business because of their skills, knowledge of our markets, years of industry experience, and the difficulty of promptly finding qualified replacement personnel. Loss of key colleagues may disrupt relationships with certain customers.
We also rely on numerous other third-party service providers to conduct other aspects of our business operations and face similar risks relating to them. We cannot be sure that such third-party information security protocols are sufficient to withstand a cyber-attack or other security breach.
We rely on numerous other third-party service providers to conduct other aspects of our business operations and face similar risks relating to them. We cannot be sure that such third-party information security protocols are sufficient to withstand a cyber-attack or other security breach.
This could adversely affect the market price of our common stock. Furthermore, as a bank holding company, our ability to pay dividends is subject to the guidelines of the Federal Reserve regarding capital adequacy and dividends. Dividends also may be limited as a result of safety and soundness considerations.
This could adversely affect the market price of our common stock. Furthermore, as a bank holding company, our ability to pay dividends is subject to the guidelines of the Federal Reserve regarding capital adequacy and dividends. Dividends may be limited as a result of safety and soundness considerations.
Changes in interest rates could reduce the value of our investment securities holdings which would increase our accumulated other comprehensive loss and thereby negatively impact stockholders' equity. The Corporation maintains an investment portfolio consisting of various high quality liquid fixed-income securities.
Changes in interest rates could reduce the value of our investment securities holdings which would increase our accumulated other comprehensive loss and thereby negatively impact stockholders' equity. The Corporation maintains an investment portfolio consisting of high-quality liquid fixed-income securities.
This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity.
This risk of loss includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity.
An increase in the ACLL would result in a decrease in net income, and possibly risk-based capital, and could have a material adverse effect on our financial condition and results of operations. We are subject to lending concentration risks.
An increase in the ACLL would result in a decrease in net income, and possibly risk-based capital, and could have a material adverse effect on our financial condition and results of operations. 15 We are subject to lending concentration risks.
For example, the negative effect on revenue from a decrease in the fair value of residential MSRs is immediate, but any offsetting revenue benefit from more originations and the MSRs relating to the new loans would be recognized during the month of origination.
For example, the negative effect on revenue from a decrease in the fair value of MSRs is immediate, but any offsetting revenue benefit from more originations and the MSRs relating to the new loans would be recognized during the month of origination.
Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology, such as those necessary to achieve compliance with PCI-DSS or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations.
Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology, such as those necessary to achieve compliance with PCI-DSS or with maintenance or adequate support of existing systems could disrupt or reduce the efficiency of our operations.
As such, shares of the common stock will rank junior to all of our indebtedness and to other non-equity claims against us and our assets available to satisfy claims against us, including our liquidation. Additionally, holders of our common stock are subject to prior dividend and liquidation rights of holders of our outstanding preferred stock.
As such, shares of the common stock will rank junior to all of our indebtedness and to other non-equity claims against us and our assets available to satisfy claims against us, including our liquidation. Holders of our common stock are subject to prior dividend and liquidation rights of holders of our outstanding preferred stock.
Credit rating downgrades or negative watch warnings could also negatively impact our reputation and the perception of the Corporation by lenders, investors and other third parties, which could also impair our ability to compete in certain markets or engage in certain transactions.
Credit rating downgrades or negative watch warnings could negatively impact our reputation and the perception of the Corporation by lenders, investors and other third parties, which could impair our ability to compete in certain markets or engage in certain transactions.
Climate change and other environmental and social pressures are expected to increase the intensity and frequency of certain events, as well as contribute to chronic changes (such as changes to meteorological or hydrological patterns) that may also adversely impact our operations.
Climate change and other environmental and social pressures are expected to increase the intensity and frequency of certain events, as well as contribute to chronic changes (such as changes to meteorological or hydrological patterns) that may adversely impact our operations.
In addition, to the extent changes in the political environment have a negative impact on us or on the markets in which we operate our business, our results of operations and financial condition could be materially and adversely impacted in the future.
To the extent changes in the political environment have a negative impact on us or on the markets in which we operate our business, our results of operations and financial condition could be materially and adversely impacted in the future.
In addition, bank regulatory agencies periodically review our ACLL and may require an increase in the provision for credit losses or the recognition of additional loan charge offs, based on judgments different than those of management.
Bank regulatory agencies periodically review our ACLL and may require an increase in the provision for credit losses or the recognition of additional loan charge offs, based on judgments different than those of management.
A decline in mortgage rates generally increases the demand for mortgage loans as borrowers refinance, but also generally leads to accelerated payoffs. Conversely, in a constant or increasing rate environment, we would expect fewer loans to be refinanced and a decline in payoffs.
A decline in mortgage rates generally increases the demand for mortgage loans as borrowers refinance, but generally leads to accelerated payoffs. Conversely, in a constant or increasing rate environment, we would expect fewer loans to be refinanced and a decline in payoffs.
While we believe our relationship with our key personnel is good, we cannot guarantee that all of our key personnel will remain with our organization. Loss of such key personnel could result in the loss of some of our customers. ITEM 1B. Unresolved Staff Comments None.
While we believe our relationship with 35 our key personnel is good, we cannot guarantee that all of our key personnel will remain with our organization. Loss of such key personnel could result in the loss of some of our customers. ITEM 1B. Unresolved Staff Comments None.
These third-party service providers are sources of operational and informational security risk to us, including risks associated with operational errors, information system interruptions or breaches, and unauthorized disclosures of sensitive or confidential client or customer information.
These third-party service providers are sources of operational and informational security risk to us, including risks associated with operational errors, information system interruptions or breaches, and unauthorized disclosures of sensitive or confidential client or customer information, including personal information.
The current Administration may further reduce the federal corporate tax rate, but the extent and timing of any tax reform, as well as any corresponding effect on our business and financial results, are uncertain at this time.
The current Administration may further reduce the federal corporate tax rate, but the extent and timing of any tax reform, as well as any corresponding effect on our business and financial results, are uncertain at this 23 time.
Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can.
Due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can.
The SEC’s Regulation Best Interest establishes a new standard of conduct for a broker-dealer to act in the best interest of a retail customer when making a recommendation of any securities transaction or investment strategy involving securities to such 36 customer.
The SEC’s Regulation Best Interest establishes a new standard of conduct for a broker-dealer to act in the best interest of a retail customer when making a recommendation of any securities transaction or investment strategy involving securities to such customer.
However, this legislation also enacted limitations on certain deductions, such as the deduction of FDIC deposit insurance premiums, which partially offset the anticipated increase in net earnings from the lower tax rate.
However, this legislation enacted limitations on certain deductions, such as the deduction of FDIC deposit insurance premiums, which partially offset the anticipated increase in net earnings from the lower tax rate.
Cybersecurity risks for financial institutions also have evolved as a result of the increased interconnectedness of operating environments and the use of new technologies, devices and delivery channels to transmit data and conduct financial transactions.
Cybersecurity risks for financial institutions have evolved as a result of the increased interconnectedness of operating environments and the use of new technologies, devices and delivery channels to transmit data and conduct financial transactions.
Our board of directors is authorized to issue additional classes or series of preferred stock without any action on the part of the holders of our common stock, and we are permitted to incur additional debt.
Our board of directors is authorized to issue additional classes or series of preferred 34 stock without any action on the part of the holders of our common stock, and we are permitted to incur additional debt.
Our profitability depends significantly on economic conditions in the states within which we do business. Our success depends on the general economic conditions of the specific local markets in which we operate, particularly Wisconsin, Illinois and Minnesota.
Our profitability depends significantly on economic conditions in the states within which we do business. Our success depends on the general economic conditions of the local markets in which we operate, particularly Wisconsin, Illinois, and Minnesota.
Any successful cyber-attack may also subject the Corporation to regulatory investigations, litigation (including class action litigation) or enforcement, or require the payment of regulatory fines or penalties or undertaking costly remediation efforts with respect to third parties affected by a cybersecurity incident, all or any of which could adversely affect the Corporation’s business, financial condition or results of operations and damage its reputation.
Any attempted or successful cyber-attack may subject the Corporation to regulatory investigations, litigation (including class action litigation) or enforcement, or require the payment of regulatory fines or penalties or undertaking costly remediation efforts with respect to third parties affected by a cybersecurity incident, all or any of which could adversely affect the Corporation’s business, financial condition or results of operations and damage its reputation.
Rating agencies could make adjustments to our credit ratings at any time, and there can be no assurance that they will maintain our ratings at current levels or that downgrades will not occur. In August 2023, Moody’s and S&P Global Ratings each downgraded our long-term issuer credit ratings, and the ratings remained unchanged as of December 31, 2024.
Rating agencies could make adjustments to our credit ratings at any time, and there can be no assurance that they will maintain our ratings at current levels or that downgrades will not occur. In August 2023, Moody’s and S&P Global Ratings each downgraded our long-term issuer credit ratings, and the ratings remained unchanged as of December 31, 2025.
Failure to successfully integrate the entities we acquire into our existing operations could increase our operating costs significantly and have a material adverse effect on our business, financial condition, and results of operations. In addition, we face significant competition from other financial services institutions, some of which may have greater financial resources than we do, when considering acquisition opportunities.
Failure to successfully integrate the entities we acquire into our existing operations could increase our operating costs significantly and have a material adverse effect on our business, financial condition, and results of operations. We face significant competition from other financial services institutions, some of which may have greater financial resources than we do, when considering acquisition opportunities.
External factors, such as competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business and/or a new product or service.
External factors, such as competitive alternatives and shifting market preferences, may impact the successful implementation of a new line of business and/or a new product or service.
Finally, we cannot guarantee that 24 any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. From time to time, the Corporation engages in acquisitions, including acquisitions of depository institutions.
Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. 20 From time to time, the Corporation engages in acquisitions, including acquisitions of depository institutions.
Our business increasingly relies on AI, machine learning and automated decision making to improve our services and our customer’s experience. The regulatory framework around the development and use of these emerging technologies is rapidly evolving, and many federal, state and foreign government bodies and agencies have introduced and/or are currently considering additional laws and regulations.
Our business increasingly relies on AI, machine learning and automated decision making to improve our services and our customers’ experience. The regulatory framework around the development and use of these emerging technologies is rapidly evolving, and many federal, state and foreign government bodies and agencies have introduced and/or are currently considering additional laws and regulations.
These changes, if implemented and taken as a whole, may have varied effects on the economy that are difficult to predict. For instance, the delivery of government services and the distribution of federal program funds and benefits may be disrupted or, in some cases, eliminated as a result of funding cuts or recasting of federal agency mandates.
These changes, if implemented and taken as a whole, may have varied effects on the economy that are difficult to predict. For instance, the delivery of government services and the distribution of federal program funds and benefits may be disrupted or, in some cases, eliminated as a result of fraud investigations, funding cuts or recasting of federal agency mandates.
It is also possible that even if interest rates were to fall, mortgage originations may also fall or any increase in mortgage originations may not be enough to offset the decrease in the MSRs value caused by the lower rates. The Corporation typically uses derivatives and other instruments to hedge its mortgage banking interest rate risk.
It is possible that even if interest rates were to fall, mortgage originations may fall or any increase in mortgage originations may not be enough to offset the decrease in the MSRs value caused by the lower rates. 18 The Corporation typically uses derivatives and other instruments to hedge its mortgage banking interest rate risk.
The occurrence of any of these events could cause us to suffer financial loss, face regulatory action and suffer damage to our reputation. Unauthorized disclosure of sensitive or confidential client or customer information, whether through a cyber-attack, other breach of our computer systems or otherwise, could severely harm our business.
The occurrence of any of these events could cause us to suffer financial loss, face regulatory action and suffer damage to our reputation. Unauthorized disclosure of sensitive or confidential client or customer information (including personal information), whether through a cyber-attack, other breach of our computer systems or otherwise, could severely harm our business.
Although management believes it has implemented effective asset and liability management strategies, including the potential use of derivatives as hedging instruments, to reduce the potential effects of changes in interest rates on our results of operations, any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations, and any related economic downturn, especially domestically and in the regions in which we operate, may adversely affect our asset quality, deposit levels, loan demand and results of operations.
Although management believes it has implemented effective asset and liability management strategies, including the use of derivatives as hedging instruments, to reduce the effects of changes in interest rates on our results of operations, any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations, and any related economic impact, especially domestically and in the regions in which we operate, may adversely affect our asset quality, deposit levels, loan demand and results of operations.
The additional cost to the Corporation of our cybersecurity monitoring and protection systems and controls includes the cost of hardware and software, third party technology providers, consulting and forensic testing firms, insurance premium costs and legal fees, in addition to the incremental cost of our personnel who focus a substantial portion of their responsibilities on cybersecurity.
The additional cost to the Corporation of our cybersecurity monitoring and protection systems and controls includes the cost of hardware and software, third party technology providers, consulting and forensic testing firms, insurance premium costs and legal fees and the incremental cost of our personnel who focus a substantial portion of their responsibilities on cybersecurity.
The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations. 20 Liquidity and Interest Rate Risks Impairment of our access to liquidity could affect our ability to meet our obligations.
The 16 remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations. Liquidity and Interest Rate Risks Impairment of our access to liquidity could affect our ability to meet our obligations.
Environmental laws may require us to incur substantial expenses which may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability.
Environmental laws may require us to incur substantial expenses which may materially reduce the affected property’s value or limit our ability to use or sell the affected property. Future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability.
Compliance with the rapidly evolving federal and state laws relating to the handling of information about individuals involves significant expenditure and resources, and any failure by us or our vendors to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.
Compliance with the rapidly evolving federal and state laws relating to the handling of information about individuals involves significant expenditure and resources, and any failure by us or our service providers to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.
In addition, as customer preferences and expectations continue to evolve, technology has lowered barriers to entry and made it possible for nonbanks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems.
As customer preferences and expectations continue to evolve, technology has lowered barriers to entry and made it possible for nonbanks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems.
As a result of the 2024 Presidential and Congressional elections, Republicans are currently able to set the policy agenda both legislatively and in the regulatory agencies that have rulemaking and supervisory authority over the financial services industry generally and the Bank specifically. However, the Republican Party holds slim majorities in each of the Senate and the House of Representatives.
As a result of the 2024 Presidential and Congressional elections, Republicans are currently able to set the policy agenda both legislatively and in the regulatory agencies that have rulemaking and supervisory authority over the financial services industry 30 generally and the Bank. The Republican Party holds slim majorities in each of the Senate and the House of Representatives.
As of December 31, 2024, various economic indicators suggested that real GDP had expanded solidly throughout 2024. The unemployment rate had increased, on net, but remained low relative to historic norms.
As of December 31, 2025, various economic indicators suggested that real GDP had expanded solidly throughout 2025. The unemployment rate had increased, on net, but remained low relative to historic norms.
Because payments on loans secured by CRE often depend upon the successful operation and management of the properties and the businesses that operate from within them, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy or changes in government regulation.
Because payments on loans secured by CRE depend upon the successful operation and management of the properties and the businesses that operate from within them, repayment of such loans can be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy or changes in government regulation.
In response to this increased congressional and regulatory scrutiny, and in response to enhanced supervision and enforcement of overdraft protection practices, certain banking organizations have modified their overdraft protection programs, including by discontinuing the imposition of overdraft transaction fees.
In response to this congressional and regulatory scrutiny, and in response to supervision and enforcement of overdraft protection practices, certain banking organizations have modified their overdraft protection programs, including by discontinuing the imposition of overdraft transaction fees.
Should the ultimate judgments or settlements in any litigation exceed our insurance coverage, they could have a material adverse effect on our financial condition and results of operation for any period.
Should the ultimate judgments or settlements in any litigation exceed our insurance coverage, they could have a material adverse effect on our financial condition and results of operations for any period.
While we have policies and procedures designed to prevent or limit the effect of the failure, interruption, or security breach of our communications and information systems, we cannot completely ensure that any such failures, interruptions, or security breaches will not occur, nor can we ensure that our prevention procedures and information security program will function as designed and planned.
While we have policies and procedures designed to prevent or limit the effect of the failure, interruption, or security breach of our or our third parties' communications and information systems and networks, we cannot completely ensure that any such failures, interruptions, or security breaches will not occur, nor can we ensure that our prevention procedures and information security program will function as designed and planned.
This final rule, once implemented, could lead to greater competition for products and services among banks and nonbanks alike. The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on our financial condition and results of operations.
A final rule, if implemented, could lead to greater competition for products and services among banks and nonbanks alike. The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on our financial condition and results of operations.
The CFPB has initiated enforcement actions against a variety of bank and non-bank market participants with respect to a number of consumer financial products and services that have resulted in those participants expending significant time, money and resources to adjust to the initiatives being pursued by the CFPB.
In previous years, the CFPB has initiated enforcement actions against a variety of bank and non-bank market participants with respect to a 31 number of consumer financial products and services that have resulted in those participants expending significant time, money and resources to adjust to the initiatives being pursued by the CFPB.
The above and other potential tariffs and trade restrictions may cause the prices of our customers' products to increase, which could reduce demand for such products, or reduce our customers' margins, and adversely impact their revenues, financial results, and ability to service debt. This in turn could adversely affect our financial condition and results of operations.
Tariffs and trade restrictions may cause the prices of our customers' products to increase, which could reduce demand for such products, or reduce our customers' margins, and adversely impact their revenues, financial results, and ability to service debt. This in turn could adversely affect our financial condition and results of operations.
Our failure to adequately maintain appropriate risk management policies, procedures and controls in response to regulatory expectations could adversely affect our ability to increase this portfolio going forward and could result in an increased rate of delinquencies in, and increased losses from, this portfolio as well as enhanced regulatory scrutiny and regulatory expectations for increased capital.
Our failure to adequately maintain appropriate risk management policies, procedures and controls could adversely affect our ability to increase this portfolio and could result in an increased rate of delinquencies in, and increased losses from, this portfolio as well as enhanced regulatory scrutiny and regulatory expectations for increased capital.
During 2024, the annual impairment test conducted in May, using a qualitative assessment, indicated that the estimated fair value of all of the Corporation’s reporting units exceeded the carrying value.
During 2025, the annual impairment test conducted in May, using a qualitative assessment, indicated that the estimated fair value of all of the Corporation’s reporting units exceeded the carrying value.
The regulation required us to review and modify our compliance activities, including our policies, procedures, and controls, which caused us to incur additional costs. In addition, state laws that impose a fiduciary duty also may require monitoring, as well as require that we undertake additional compliance measures.
The regulation required us to review and modify our compliance activities, including our policies, procedures, and controls, which caused us to incur additional costs. State laws that impose a fiduciary duty may require monitoring, as well as require that we undertake additional compliance measures.
In addition, the DOJ withdrew from the 1995 Bank Merger Guidelines and announced that it would consider bank mergers under its 2023 Merger Guidelines, which includes a brief bank merger addendum.
The DOJ withdrew from the 1995 Bank Merger Guidelines and announced that it would consider bank mergers under its 2023 Merger Guidelines, which includes a brief bank merger addendum.
Third-party vendors provide key components of our business infrastructure, such as internet connections, network access and core application processing. While we have selected these third-party vendors in accordance with supervisory requirements, we do not control their actions.
Third-party service providers provide key components of our business infrastructure, such as internet connections, network access and core application processing. While we have selected these third-party service providers in accordance with supervisory requirements, we do not control their actions.
Although the Corporation conducts comprehensive due diligence of cybersecurity policies, procedures and controls of our acquisition counterparties, and the Corporation maintains adequate policies, procedures, controls and information security protocols to facilitate a successful integration, there can be no assurance that such measures, controls and protocols are sufficient to withstand a cyber-attack or other security breach with respect to the companies we acquire, particularly during the period of time between closing and final integration.
Although the Corporation endeavors to conduct comprehensive due diligence of cybersecurity policies, procedures and controls of our acquisition counterparties, and the Corporation endeavors to maintain adequate policies, procedures, controls and information security protocols to facilitate a successful integration, there can be no assurance that such measures, controls and protocols are sufficient to withstand a cyber-attack or other security breach with respect to the companies we acquire, particularly during the period of time between closing and final integration.
The actions of these third parties, including as a result of their not providing us their services for any reason or their performing their services poorly, could adversely affect our ability to deliver products and services to our customers and otherwise to conduct our business. Replacing these third-party vendors could also entail significant delay and expense.
The actions of these third parties, including as a result of their not providing us their services for any reason or their performing their services poorly, could adversely affect our ability to deliver products and services to our customers and otherwise to conduct our business. Replacing these third-party service providers could entail significant delay and expense.
Any financial liability or reputation damage could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations. We are a defendant in a variety of litigation and other actions, which may have a material adverse effect on our financial condition and results of operation.
Any financial liability or reputation damage could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations. We may be a defendant in a variety of litigation and other actions, which may have a material adverse effect on our financial condition and results of operations.
In addition, some of the largest technology firms are engaging in joint ventures with the largest banks to provide and/or expand financial service offerings with a technological sophistication and breadth of marketing that smaller institutions do not have. Many of our competitors have fewer regulatory constraints and may have lower cost structures.
Technology firms are engaging in joint ventures with banks to provide and/or expand financial service offerings with a technological sophistication and breadth of marketing that smaller institutions do not have. Many of our competitors have fewer regulatory constraints and may have lower cost structures.
These conditions include short-term and long-term interest rates, inflation, money supply, political issues, ramifications of conflicts including the Russia-Ukraine conflict, Israeli-Palestinian conflict, the recent coup in Syria and other conflicts and government turmoil in the Middle East and Europe, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, the strength of the United States economy, and uncertainty in financial markets globally, all of which are beyond our control.
These conditions include short-term and long-term interest rates, inflation, money supply, political issues, ramifications of conflicts including the Russia-Ukraine conflict, Israeli-Palestinian conflict and other conflicts and government turmoil in the 27 Middle East, Europe and Latin America, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, the strength of the United States economy, and uncertainty in financial markets globally, all of which are beyond our control.
At this time, it remains unclear what the U.S. government or foreign governments will or will not do with respect to additional tariffs that may be imposed or international trade agreements and policies. Our allowance for credit losses on loans may be insufficient.
At this time, it remains unclear what the U.S. government or foreign governments will or will not do in response to additional tariffs that may be imposed or international trade agreements and policies. Our allowance for credit losses on loans may be insufficient.
Concentration among larger third-party providers servicing large segments of the banking industry can also potentially affect wide segments of the financial industry.
Concentration among larger third-party service providers servicing large segments of the banking industry can potentially affect wide segments of the financial industry.
At December 31, 2024, we had goodwill of $1.1 billion, which represents approximately 24% of stockholders’ equity. In assessing the realizability of DTAs, management considers whether it is more likely than not that some portion or all of the DTAs will not be realized.
At December 31, 2025, we had goodwill of $1.1 billion, which represents approximately 22% of stockholders’ equity. In assessing the realizability of DTAs, management considers whether it is more likely than not that some portion or all of the DTAs will not be realized.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Corporation’s Incident Response Plan helps reduce the risks related to security incidents by providing guidelines on responding to incidents by focusing on a roadmap for coordinating personnel, policies, and procedures. • Third-Party Risk Management: Management of the Corporation’s third parties, including vendors and service providers, is conducted through a risk-based approach and the level of due diligence is driven from risk factors established by Corporate Risk Management. • Security Awareness and Education: The Corporation provides annual, mandatory training for personnel regarding security awareness as a means to equip the Corporation’s personnel with the understanding of how to properly use and protect the computing resources entrusted to them, and to communicate the Corporation’s information security policies, standards, processes and practices. 42 The Corporation leverages regular assessments to identify current and potential threats and vulnerabilities within the Corporation’s environment, using vulnerability scanning tools, penetration testing, system management tools, and process and procedural reviews.
Biggest changeThe Corporation’s Incident Response Plan helps reduce the risks related to cybersecurity threats and incidents by providing guidelines on responding to cybersecurity threats and incidents by focusing on a roadmap for coordinating personnel, policies, and procedures. • Third-Party Risk Management: Management of the Corporation’s third parties, including vendors and service providers, is conducted through a risk-based approach and the level of due diligence is driven from risk factors established by Corporate Risk Management. • Security Awareness and Education: The Corporation provides annual, mandatory training for personnel regarding security awareness in an effort to equip the Corporation’s personnel with the understanding of how to properly use and protect the computing resources entrusted to them, and to communicate the Corporation’s information security policies, standards, processes and practices.
These assets represent a blend of various management (e.g., policies), operational (e.g., standards and processes), and technical controls (e.g., tools and configurations). • Cyber Defense Center and the Incident Response Plan: The Corporation has a Security Operations Center, known as the “Cyber Defense Center,” which provides continual security monitoring 24 hours per day, seven days per week, where resources deliver threat analysis, vulnerability management, intrusion detection, intrusion hunting and red team exercises.
These assets represent a blend of various management (e.g., policies), operational (e.g., standards and processes), and technical (e.g., tools and configurations) controls. • Cyber Defense Center and the Incident Response Plan: The Corporation has a Security Operations Center, known as the “Cyber Defense Center,” which provides continual security monitoring 24 hours per day, seven days per week, where resources deliver threat analysis, vulnerability management, intrusion detection, intrusion hunting and red team exercises.
The Corporation conducts a variety of assessments throughout the year, both internally and through third parties. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
The Corporation conducts a variety of assessments throughout the year, both internally and through third parties. 36 We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See Item 1A, Risk Factors — Operational Risks for additional disclosures with regard to the possible impact of future cybersecurity threats or incidents.
We face risks from cybersecurity threats and incidents that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See Item 1A, Risk Factors — Operational Risks for additional disclosures with regard to the possible impact of future cybersecurity threats or incidents.
The Corporation leverages the following guidelines and frameworks to develop and maintain the Information Security Program: FFIEC Information Security IT Examination Handbook, FFIEC Business Continuity Planning Handbook, FFIEC Cybersecurity Assessment Tool, Center for Internet Security Critical Security Controls, National Institute of Standards and Technology Cybersecurity Framework, National Institute of Standards and Technology Special Publication 800 Series, ISO-27000 Standard and GLBA 501(b).
The Corporation leverages the following guidelines and frameworks to develop and maintain the Information Security Program: FFIEC Information Security IT Examination Handbook, FFIEC Business Continuity Planning Handbook, Center for Internet Security Critical Security Controls, National Institute of Standards and Technology Cybersecurity Framework, National Institute of Standards and Technology Special Publication 800 Series, ISO-27000 Standard and GLBA 501(b).
The Board of Directors also receives information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed. On an annual basis, the full Board of Directors discusses the Corporation’s approach to cybersecurity risk management with the Corporation’s CISO.
The Board of Directors also receives information regarding any cybersecurity threat or incident that meets established reporting thresholds, as well as ongoing updates regarding any such threat or incident until it has been addressed. On an annual basis, the full Board of Directors discusses the Corporation’s approach to cybersecurity risk management with the Corporation’s CISO.
The CIO holds an undergraduate degree in business management, with a minor in international business, and is currently pursuing a master’s degree in cybersecurity and has served in various roles in information technology for over 40 years, including serving as either the Chief Technology Officer or CIO of four public companies.
The CIO holds an undergraduate degree in business management, with a minor in international business, and is currently pursuing a master’s degree in finance and has served in various roles in information technology for over 40 years, including serving as either the Chief Technology Officer or CIO of four public companies.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use these guidelines and frameworks as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use these guidelines and frameworks as a guide to help us identify, assess, and manage cybersecurity threats and incidents relevant to our business.
ITEM 1C. Cybersecurity Risk Management and Strategy The Corporation recognizes the security of our banking operations is critical to protecting our customers, maintaining our reputation and preserving the value of the Corporation. The Corporation's Information Security Program establishes policies and procedures for the measurement of the effectiveness and efficiency of information security controls related to both design and operations.
ITEM 1C. Cybersecurity Risk Management and Strategy The Corporation recognizes the security of our banking operations is critical to protecting our customers, maintaining our reputation and preserving the value of the Corporation. The Corporation's Information Security Program establishes policies and procedures designed to measure the effectiveness and efficiency of information security controls related to both design and operations.
To maintain alignment and appropriate insight regarding information security activities, an Information Security Steering Committee provides general program insight. • Collaborative Approach: The Corporation has implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. • Security Competencies: The Information Security organization oversees a program of security competencies and tools designed to protect the confidentiality, integrity, and availability of our data.
To maintain alignment and appropriate insight regarding information security activities, an Information Security Steering Committee provides general program insight. • Collaborative Approach: The Corporation has implemented an enterprise-wide cross-functional approach to identifying, assessing and managing cybersecurity threats and incidents, while also implementing controls and procedures designed to escalate certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. • Security Competencies: The Information Security organization oversees a program of security competencies and tools designed to protect the confidentiality, integrity, and availability of the information that the Corporation collects, shares, uses, stores and otherwise processes.
The CISO holds an undergraduate degree in Management Information Systems and has attained the professional Information Systems Audit and Control Association certification of Certified Information Security Manager in 2005.
The CISO has served in various roles in Information Security for over 30 years, including Associated Bank for 10 years. The CISO holds an undergraduate degree in Information Security and has attained the Certified Information Systems Security Professional certification.
In general, the Corporation seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on confidentiality, security and availability of the information that the Corporation collects and stores by identifying, preventing, and mitigating cybersecurity threats and effectively responding to cyber threats when they occur.
In general, the Corporation seeks to address cybersecurity risks through an enterprise-wide, cross-functional approach in an effort to secure the confidentiality, security and availability of the information that the Corporation collects, shares, uses, stores and otherwise processes.
Removed
The CISO has served in various roles in Information Technology and Information Security for over 35 years, including serving in the CISO role of two large public companies, including Associated Bank for 18 years.
Added
The Corporation leverages regular assessments designed to identify current and potential threats and vulnerabilities within the Corporation’s environment, using vulnerability scanning tools, penetration testing, system management tools, and process and procedural reviews.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeBased on gross square feet, at December 31, 2024, Associated Bank owned 92% of our total property portfolio. At December 31, 2024, Associated Bank operated 188 banking branches serving over 100 different communities throughout Wisconsin, Illinois, and Minnesota.
Biggest changeBased on gross square feet, at December 31, 2025, Associated Bank owned 91% of our total property portfolio. At December 31, 2025, Associated Bank operated 184 banking branches serving over 100 different communities throughout Wisconsin, Illinois, Minnesota and Missouri.
Most of the banking locations are freestanding buildings owned by us, with a drive thru and a parking lot; a smaller subset resides in supermarkets and office towers, which are generally leased. Associated Bank also operated loan production offices in Indiana, Michigan, Missouri, New York, Ohio and Texas. 43
Most of the banking locations are freestanding buildings owned by us, with a drive thru and a parking lot; a smaller subset resides in supermarkets and office towers, which are generally leased. Associated Bank also operated loan production offices in Indiana, Kansas, Michigan, New York, Ohio and Texas.
ITEM 2. Properties The Corporation operated 2.4 million square feet of space spread across 213 facilities at December 31, 2024. Our corporate headquarters is located at 433 Main Street in Green Bay, Wisconsin and is approximately 118,000 square feet.
ITEM 2. Properties The Corporation operated 2.3 million square feet of space spread across 211 facilities at December 31, 2025. Our corporate headquarters is located at 433 Main Street in Green Bay, Wisconsin and is approximately 118,000 square feet.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeLouis office and expanding the business into the Institutional and REIT space. He has held multiple leadership roles at Associated from February 2002 to November 2024, most recently serving as Executive Vice President, Group Leader, overseeing all the CRE revenue lines of business from September 2022 to November 2024.
Biggest changeHe held multiple leadership roles at Associated from February 2002 to November 2024 including, Executive Vice President, Group Leader, overseeing CRE offices from 2022 to 2024, Senior Vice President, Senior Regional Manager overseeing Chicago, Institutional and REIT teams from 2015 to 2022, and served as Senior Vice President, Regional Manager overseeing Chicago and St.
Ahern has been Executive Vice President, Chief Credit Officer of Associated and Associated Bank since February 2020 and was named Chicago Market President in October 2022. He served as Deputy Chief Credit Officer from October 2019 to February 2020. Mr.
Ahern has been Executive Vice President and Chief Credit Officer of Associated and Associated Bank since February 2020 and was named Chicago Market President in October 2022. He served as Deputy Chief Credit Officer from October 2019 to February 2020. Mr.
Braeger has been Executive Vice President, Chief Audit Executive of Associated and Associated Bank since February 2018. He served as Deputy Chief Audit Executive from October 2017 to February 2018. He joined Associated in April 2013 as Senior Vice President, Business Support Audit Director.
Braeger has been Executive Vice President and Chief Audit Executive of Associated and Associated Bank since February 2018. He served as Deputy Chief Audit Executive from October 2017 to February 2018. He joined Associated in April 2013 as Senior Vice President, Business Support Audit Director.
Kitowski has been Executive Vice President, Chief Risk Officer of Associated and Associated Bank since February 2018. She joined Associated in 1992 and has held leadership roles in Consumer Banking, Operations and Technology, and Corporate Risk, including Deputy Chief Risk Officer from March 2016 to February 2018 and Corporate BSA, AML, OFAC Officer from June 2014 to March 2016.
Kitowski has been Executive Vice President and Chief Risk Officer of Associated and Associated Bank since February 2018. She joined Associated in 1992 and has held leadership roles in Consumer Banking, Operations and Technology, and Corporate Risk, including Deputy Chief Risk Officer from March 2016 to February 2018 and Corporate BSA, AML, OFAC Officer from June 2014 to March 2016.
ITEM 4. Mine Safety Disclosures Not applicable. INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following is a list of names and ages of executive officers of Associated indicating all positions and offices held by each such person and each such person’s principal occupation(s) or employment during the past five years.
ITEM 4. Mine Safety Disclosures Not applicable. 37 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following is a list of names and ages of executive officers of Associated indicating all positions and offices held by each such person and each such person’s principal occupation(s) or employment during the past five years.
He had been a partner at Godfrey & Kahn, S.C. from 1990 to 2002 prior to joining M&I as its general counsel. Mr. Erickson served as a director of Renaissance Learning, Inc., a publicly-held educational software company, from 2009 until it was acquired by Permira Funds in 2011. Jayne C. Hladio - Age: 57 Jayne C.
He had been a partner at Godfrey & Kahn, S.C. from 1990 to 2002 prior to joining M&I as its general counsel. Mr. Erickson served as a director of Renaissance Learning, Inc., a publicly-held educational software company, from 2009 until it was acquired by Permira Funds in 2011. Jayne C. Hladio - Age: 58 Jayne C.
Ahern joined Associated as a Senior Vice President in 2010 to manage the CRE portfolio underwriting and administrative teams, before moving into the role Corporate Senior Credit Officer in 2018. He has more than 30 years of experience in CRE and corporate credit, including experience with LaSalle Bank and Bank of America. Matthew R. Braeger - Age: 50 Matthew R.
Ahern joined Associated as a Senior Vice President in 2010 to manage the CRE portfolio underwriting and administrative teams, before moving into the role Corporate Senior Credit Officer in 2018. He has more than 30 years of experience in CRE and corporate credit, including experience with LaSalle Bank and Bank of America. Matthew R. Braeger - Age: 51 Matthew R.
Prior to joining Associated, he served as senior executive vice president, consumer and business banking director for Huntington Bank from 2017 to 2021. Mr. Harmening also held several key consumer, small business and commercial banking positions at Bank of The West from 2005 to 2017. Patrick E. Ahern - Age: 58 Patrick E.
Prior to joining Associated, he served as senior executive vice president, consumer and business banking director for Huntington Bank from 2017 to 2021. Mr. Harmening also held several key consumer, small business and commercial banking positions at Bank of The West from 2005 to 2017. Patrick E. Ahern - Age: 59 Patrick E.
Bank; Senior Vice President, Head of Consumer Banking Regional Executive at Charter One (Citizens) Royal Bank of Scotland from October 2005 to January 2009; and Senior Vice President, Strategic Growth Executive, Retail / Affluent Wealth and Denovo Delivery at Fifth Third Bank from September 1994 to October 2005. Nicole M. Kitowski - Age: 49 Nicole M.
Bank; Senior Vice President, Head of Consumer Banking Regional Executive Charter One (Citizens) Royal Bank of Scotland from October 2005 to January 2009; and Senior Vice President, Strategic Growth Executive, Retail / Affluent Wealth and Denovo Delivery at Fifth Third Bank September 1994 to October 2005. Nicole M. Kitowski - Age: 50 Nicole M.
Prior to that, he served as Chief Marketing Officer from 2015 to 2018 and Senior Vice President of Deposit Products & Pricing at Huntington Bank from 2010 to 2015. Dennis M. DeLoye - Age: 61 Dennis M. DeLoye has been Executive Vice President, Head of Community Markets and Regional President Northeast Wisconsin of Associated and Associated Bank since April 2022.
Prior to that, he served as Chief Marketing Officer from 2015 to 2018 and Senior Vice President of Deposit Products & Pricing at Huntington Bank 2010 to 2015. Dennis M. DeLoye - Age: 62 Dennis M. DeLoye has been Executive Vice President, Head of Community Markets and Regional President Northeast Wisconsin of Associated and Associated Bank since April 2022. Mr.
No person other than those listed below has been chosen to become an executive officer of Associated. The information presented below is as of February 12, 2025. Andrew J. Harmening - Age: 55 Andrew J. Harmening has been President, Chief Executive Officer of Associated and Associated Bank and member of the Board of Directors since April 2021.
No person other than those listed below has been chosen to become an executive officer of Associated. The information presented below is as of February 12, 2026. Andrew J. Harmening - Age: 56 Andrew J. Harmening has been President, Chief Executive Officer of Associated and Associated Bank and member of the Board of Directors since April 2021.
Previously, he held audit management positions with Fiserv, Inc. and public accounting audit roles with Ernst & Young, LLP. Mr. Braeger has more than 24 years of auditing experience, primarily in banking technology and financial services. Bryan J. Carson - Age: 54 Bryan J.
Previously, he held audit management positions with Fiserv, Inc. and public accounting audit roles with Ernst & Young, LLP. Mr. Braeger has more than 25 years of auditing experience, primarily in banking technology and financial services. Bryan J. Carson - Age: 55 Bryan J.
Meyer also served as Executive Vice President, Financial Planning & Analysis Director from 2011 to 2019. During his 22 years at Huntington Bank, he held various senior leadership roles and was responsible for crucial finance functions including treasury, financial planning and analysis, stress testing, mergers and acquisition due diligence, regulatory matters, and process and controls implementation. Paul G.
Meyer also served as Executive Vice President, Financial Planning & Analysis Director of Huntington Bank from February 2015 to 2019. During his 22 years at Huntington, he held various senior leadership roles and was responsible for crucial finance functions, including treasury, financial planning and analysis, stress testing, mergers and acquisition due diligence, regulatory matters and process and controls implementation.
Prior to that, she served as Senior Vice President, National Wealth Management Executive from June 2009 to June 2021 at U.S.
Prior to that, she served as Senior Vice President, National Wealth 38 Management Executive from June 2009 to June 2021 with U.S.
Derek S. Meyer - Age: 58 Derek S. Meyer has been Executive Vice President, Chief Financial Officer of Associated and Associated Bank since August 2022. Prior to joining Associated, Derek served as the Executive Vice President, Corporate Treasurer of Huntington Bank from 2019 to June 2022. Mr.
Meyer has been Executive Vice President, Chief Financial Officer of Associated and Associated Bank since August 1, 2022. Prior to joining Associated, Mr. Meyer served as the Executive Vice President, Corporate Treasurer of Huntington Bank from 2019 to June 2022. Mr.
Mr. DeLoye previously served as Executive Vice President, Deputy Head of Community Markets and Regional President Northeast Wisconsin from November 2021 to April 2022. DeLoye joined Associated in 2016, serving as Community Market President for the Central and Northern Wisconsin markets until November 2021. Angie M. DeWitt - Age: 55 Angie M.
DeLoye previously served as Executive Vice President, Deputy Head of Community Markets and Regional President Northeast Wisconsin from November 2021 to April 2022. DeLoye joined Associated in 2016, serving as Community Market President for the Central and Northern Wisconsin markets until November 2021. Randall J. Erickson - Age: 66 Randall J.
Utz has been Executive Vice President, Head of Specialized Industries and Capital Markets, and Milwaukee Market President of Associated and Associated Bank since November 2024. Previously, Mr. Utz served as Head of Corporate Banking from September 2015 to November 2024 and was Head of Wealth Management from April 2020 to July 2021.
Utz served as Executive Vice President, Head of Specialized Industries and Capital Markets and Milwaukee Market President from November 2024 to December 2025, Head of Corporate Banking from September 2015 to November 2024, and was Head of Wealth Management from April 2020 to July 2021.
Steven Zandpour - Age: 48 Steven Zandpour has been Executive Vice President, Deputy Head of Consumer and Business Banking of Associated and Associated Bank since January 1, 2025. He joined Associated in January 2024 as Executive Vice President, Director of Consumer and Business Banking. Prior to joining Associated, he served as U.S.
He previously served as Deputy Head of Consumer and Business Banking from January 2025 to July 2025 and joined Associated in January 2024 as Executive Vice President, Director of Consumer and Business Banking.
Head of Specialty Sales at BMO U.S. from February 2019 to January 2024, overseeing financial results for the Mortgage, Business Banking, and Mass Affluent segments across the institution's U.S. footprint. From July 2014 to February 2019, he served as Regional President, Head of Retail Banking for the Chicago region at BMO U.S. 46 PART II
Before joining Associated, he was Head of Specialty Sales at BMO U.S. from February 2019 to December 2023, leading Business Banking, Mortgage Sales, and Mass Affluent Banking for the U.S. footprint. Prior to that, he served as Regional President, Chicago at BMO U.S. from June 2016 to February 2019. 40 PART II
Gregory Warsek - Age: 60 Gregory Warsek has been Executive Vice President, Deputy Head of Commercial Real Estate and Facilities of Associated and Associated Bank since November 2024. He joined Associated in 2002 as Senior Vice President and Market Leader in Chicago. He went on to grow the group by opening the St.
Gregory Warsek - Age: 61 Gregory Warsek has been Executive Vice President, Head of Commercial Real Estate and Facilities of Associated and Associated Bank since March 2025. Previously he served as Executive Vice President, Deputy Head of Commercial Real Estate and Facilities from November 2024 to March 2025.
Prior to joining Associated, he spent 23 years at U.S. Bank where he held various positions of increasing responsibility. Most recently he served as the Midwest region executive where he was responsible for leading commercial banking across 11 states from April 2022 to November 2023.
Most recently he served as the Midwest region executive where he was responsible for leading commercial banking across 11 states from April 2022 to November 2023. From 2017 to March 2022 he served as SVP, Commercial Banking Region Leader and Twin Cities Market President.
Morgan Chase & Co., and one of its predecessors, Bank One Corporation, from 1989 until joining Associated in 2005. Phillip Trier - Age: 46 Phillip Trier has been Executive Vice President, Head of Corporate and Commercial Banking of Associated and Associated Bank since November 2024. He joined Associated in 2023 as Executive Vice President, Commercial Banking Group Leader.
Phillip Trier - Age: 47 Phillip Trier has been Executive Vice President, Head of Corporate and Commercial Banking of Associated and Associated Bank since November 2024. He joined Associated in December 2023 as Executive Vice President, Commercial Banking Group Leader. Prior to joining Associated, he spent 23 years at U.S. Bank where he held various positions of increasing responsibility.
Prior to joining Associated, he served as Chief Information Officer and Chief Technology Officer for Belcan, LLC from 2016 to 2022. Prior to that, he served as Executive Vice President and General Manager Customer-Facing Solutions of Standard Register from 2014 to 2015.
Louis from 2004 to 2015. 39 Terry L. Williams - Age: 66 Terry L. Williams has been Executive Vice President, Chief Information Officer of Associated and Associated Bank since January 17, 2023. Prior to joining Associated, he served as Chief Information Officer and Chief Technology Officer for Belcan, LLC from 2016 to 2022.
Prior to that, he served as Commercial Banking Region Leader and Twin Cities Market President from 2013 to 2022. In addition, he led several national industry verticals including title & escrow, HOA property management, alternative investment and fintech. 45 John A. Utz - Age: 56 John A.
In addition, he led several national industry verticals including title & escrow, HOA property management, alternative investment and fintech. John A. Utz - Age: 57 John A. Utz has been Executive Vice President, Head of Specialized Industries and Milwaukee Market President of Associated and Associated Bank since December 2025. Previously, Mr.
DeWitt has been Executive Vice President, Chief Human Resources Officer of Associated and Associated Bank since April 2019. Ms. DeWitt previously served as Deputy Chief Human Resources Officer from October 2018 to April 2019 and Senior Vice President, Director of Human Resources from February 2018 to October 2018.
Julio Manso - Age: 58 Julio Manso has been Executive Vice President, Chief Human Resources Officer of Associated and Associated Bank since June 2, 2025. Prior to joining Associated, he served as Executive Vice President of Human Resources, Consumer Bank, at KeyBank, N.A. from May 2022 to June 2025.
Removed
She joined Associated in August 2008 as a member of the finance team and has held multiple leadership roles. Prior to joining Associated, she held senior finance roles at Schneider National, Inc. from January 2002 to August 2008. 44 Randall J. Erickson - Age: 65 Randall J.
Added
He also served as Executive Vice President, Human Resources – Technology, Operations, Servicing and Digital from November 2020 to April 2023. Prior to that, he served as Managing Director, Human Resources, Head of Talent at Chase Consumer and Community Bank from April 2019 to October 2020. Derek S. Meyer - Age: 59 Derek S.
Removed
Schmidt - Age: 62 Paul G. Schmidt has been Executive Vice President, Head of CRE of Associated and Associated Bank since January 2016 and was appointed Head of Facilities and Twin Cities Market President in July 2022. He joined Associated in April 2015 as Executive Vice President of CRE. He was named Deputy Head of CRE in September 2015. Mr.
Added
He joined Associated in February 2002 as Senior Vice President and Market Leader in Chicago for Commercial Real Estate.
Removed
Schmidt brings more than 41 years of banking experience to Associated. Most recently, he held the position of Executive Vice President, Division Manager, CRE at Wells Fargo from 2002 to 2015. David L. Stein - Age: 61 David L.
Added
Prior to that, he served as Executive Vice President and General Manager Customer-Facing Solutions of Standard Register in 2014 and 2015. Steven S. Zandpour - Age: 49 Steven S. Zandpour has been Executive Vice President, Head of Consumer and Business Banking at Associated and Associated Bank since July 2025.
Removed
Stein has been Executive Vice President, Head of Consumer and Business Banking of Associated and Associated Bank since January 2017 and was named Madison Market President in January 2019.
Removed
He was previously Executive Vice President, Head of Consumer and Commercial Banking from April 2014 until January 2017 and Executive Vice President, Head of Retail Banking from June 2007 until April 2014. He was the President of the Southwest Region of Associated Bank from January 2005 until June 2007. He held various positions with J.P.
Removed
Prior to that, he served for several years as Senior Vice President, Senior Regional Manager, where he oversaw the Chicago, Minneapolis, Institutional, and REIT teams. Terry L. Williams - Age: 65 Terry L. Williams has been Executive Vice President, Chief Information Officer of Associated and Associated Bank since January 2023.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+0 added−0 removed3 unchanged
Biggest changeHistorical stock price performance shown on the graph is not necessarily indicative of the future price performance. 5 Year Trend 2019 2020 2021 2022 2023 2024 Associated Banc-Corp $ 100.0 $ 80.6 $ 110.4 $ 116.8 $ 112.5 $ 130.4 S&P 500 Index $ 100.0 $ 118.1 $ 151.7 $ 124.3 $ 156.6 $ 195.6 S&P 400 Regional Banks Sub-Industry Index $ 100.0 $ 90.7 $ 128.3 $ 123.0 $ 121.3 $ 141.4 KBW Nasdaq Regional Banking Total Return Index $ 100.0 $ 91.3 $ 124.7 $ 116.1 $ 115.6 $ 130.9 Source: Bloomberg The Total Shareholder Return Performance Graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act or under the Exchange Act, except to the extent the Corporation specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.
Biggest changeHistorical stock price performance shown on the graph is not necessarily indicative of the future price performance. 5 Year Trend 2020 2021 2022 2023 2024 2025 Associated Banc-Corp $ 100.0 $ 137.0 $ 144.9 $ 139.6 $ 161.7 $ 180.6 S&P 500 Index $ 100.0 $ 128.5 $ 105.3 $ 132.7 $ 165.7 $ 195.0 S&P 400 Regional Banks Sub-Industry Index $ 100.0 $ 141.5 $ 135.7 $ 133.8 $ 155.9 $ 167.5 KBW Nasdaq Regional Banking Total Return Index $ 100.0 $ 136.6 $ 127.2 $ 126.7 $ 143.4 $ 152.7 Source: Bloomberg The Total Shareholder Return Performance Graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act or under the Exchange Act, except to the extent the Corporation specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.
For a detailed discussion of the common stock and depositary share purchases during 2024 and 2023, see Part II, Item 8, Note 9 Stockholders' Equity of the notes to consolidated financial statements.
For a detailed discussion of the common stock and depositary share purchases during 2025 and 2024, see Part II, Item 8, Note 9 Stockholders' Equity of the notes to consolidated financial statements.
The maximum number of shares that may yet be purchased under this authorization is based on the closing share price on December 31, 2024. 47 Total Shareholder Return Performance Graph Set forth below is a line graph (and the underlying data points) comparing the yearly percentage change in the cumulative total shareholder return (change in year-end stock price plus reinvested dividends) on the Corporation’s common stock with the cumulative total return of the S&P 500 Index, the S&P 400 Regional Banks Sub-Industry Index, and the KBW Nasdaq Regional Banking Total Return Index for the period of five fiscal years commencing on January 1, 2020 and ending December 31, 2024.
The maximum number of shares that may yet be purchased under this authorization is based on the closing share price on December 31, 2025. 41 Total Shareholder Return Performance Graph Set forth below is a line graph (and the underlying data points) comparing the yearly percentage change in the cumulative total shareholder return (change in year-end stock price plus reinvested dividends) on the Corporation’s common stock with the cumulative total return of the S&P 500 Index, the S&P 400 Regional Banks Sub-Industry Index, and the KBW Nasdaq Regional Banking Total Return Index for the period of five fiscal years commencing on January 1, 2021 and ending December 31, 2025.
The graph assumes the respective values of the investment in the Corporation’s common stock and each index were $100 on December 31, 2019.
The graph assumes the respective values of the investment in the Corporation’s common stock and each index were $100 on December 31, 2020.
These purchases do not count against the maximum value of shares remaining available for purchase under the Board of Directors' authorization. (b) At December 31, 2024, there remained $61 million authorized to be repurchased under the Board of Directors' 2021 $100 million authorization.
These purchases do not count against the maximum value of shares remaining available for purchase under the Board of Directors' authorization. (b) At December 31, 2025, there remained $39.1 million authorized to be repurchased under the Board of Directors' 2021 $100 million authorization.
During the fourth quarter of 2024, the Corporation repurchased approximately $227,000 of common stock, all of which were repurchases related to tax withholding on equity compensation, with no open market repurchases during the quarter. The repurchase details are presented in the table below.
During the fourth quarter of 2025, the Corporation repurchased $0.5 million of common stock, all of which were repurchases related to tax withholding on equity compensation, with no open market repurchases during the quarter. The repurchase details are presented in the table below.
The Corporation’s common stock is traded on the NYSE under the symbol ASB. The number of shareholders of record of the Corporation’s common stock, $0.01 par value, as of January 31, 2025, was 6,201. Certain of the Corporation’s shares are held in “nominee” or “street” name and the number of beneficial owners of such shares was 34,351.
The Corporation’s common stock is traded on the NYSE under the symbol ASB. The number of shareholders of record of the Corporation’s common stock, $0.01 par value, as of January 30, 2026, was 5,760. Certain of the Corporation’s shares are held in “nominee” or “street” name and the number of beneficial owners of such shares was 42,022.
Common Stock Purchases Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (b) Period October 1, 2024 - October 31, 2024 5,213 $ 21.98 — November 1, 2024 - November 30, 2024 2,541 26.78 — December 1, 2024 - December 31, 2024 1,717 25.72 — Total 9,471 $ 23.95 — 2,567,221 (a) During the fourth quarter of 2024, all common shares repurchased were for minimum tax withholding settlements on equity compensation.
Common Stock Purchases Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (b) Period October 1, 2025 - October 31, 2025 6,050 $ 25.42 — November 1, 2025 - November 30, 2025 10,873 25.22 — December 1, 2025 - December 31, 2025 1,847 26.56 — Total 18,770 $ 25.42 — 1,516,479 (a) During the fourth quarter of 2025, all common shares repurchased were for minimum tax withholding settlements on equity compensation.

Item 7. Management's Discussion & Analysis

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

105 edited+28 added−25 removed78 unchanged
Biggest changeThe total allowance is available to absorb losses from any segment of the loan portfolio. 62 Table 11 Allowance for Credit Losses on Loans Years Ended December 31, ($ in thousands) 2024 2023 2022 2021 2020 Allowance for loan losses Balance at beginning of period $ 351,094 $ 312,720 $ 280,015 $ 383,702 $ 201,371 Cumulative effect of ASU 2016-13 adoption (CECL) N/A N/A N/A N/A 112,457 Balance at beginning of period, adjusted 351,094 312,720 280,015 383,702 313,828 Provision for loan losses 81,000 87,000 34,000 (80,000) 164,457 Provision for loan losses recorded at acquisition — — — — 2,543 Gross up of allowance for PCD loans at acquisition — — — — 3,504 Loans charged off Commercial and industrial (47,517) (45,687) (4,491) (21,564) (80,320) Commercial real estate — owner occupied (3) (25) — — (419) Commercial and business lending (47,520) (45,713) (4,491) (21,564) (80,739) Commercial real estate — investor (11,187) (252) (50) (14,346) (22,920) Real estate construction — (25) (48) (5) (19) Commercial real estate lending (11,187) (277) (98) (14,351) (22,938) Total commercial (58,707) (45,989) (4,588) (35,915) (103,677) Residential mortgage (1,029) (952) (567) (880) (1,867) Auto finance (9,541) (5,950) (1,041) (22) (7) Home equity (216) (424) (587) (668) (1,719) Other consumer (6,922) (5,453) (3,363) (3,168) (4,783) Total consumer (17,709) (12,779) (5,558) (4,738) (8,376) Total loans charged off (76,415) (58,768) (10,146) (40,652) (112,053) Recoveries of loans previously charged off Commercial and industrial 2,148 3,015 5,282 8,564 7,004 Commercial real estate — owner occupied 7 11 13 120 147 Commercial and business lending 2,155 3,026 5,295 8,684 7,151 Commercial real estate — investor — 3,016 50 3,162 643 Real estate construction 65 80 106 126 49 Commercial real estate lending 65 3,095 156 3,288 692 Total commercial 2,220 6,121 5,451 11,972 7,844 Residential mortgage 280 541 908 841 500 Auto finance 2,905 1,241 98 31 25 Home equity 1,366 1,262 1,385 2,854 1,978 Other consumer 1,096 978 1,010 1,267 1,076 Total consumer 5,647 4,021 3,401 4,993 3,579 Total recoveries 7,867 10,142 8,852 16,965 11,422 Net (charge offs) (68,549) (48,626) (1,294) (23,687) (100,631) Balance at end of period $ 363,545 $ 351,094 $ 312,720 $ 280,015 $ 383,702 Allowance for unfunded commitments Balance at beginning of period $ 34,776 $ 38,776 $ 39,776 $ 47,776 $ 21,907 Cumulative effect of ASU 2016-13 adoption (CECL) N/A N/A N/A N/A 18,690 Balance at beginning of period, adjusted 34,776 38,776 39,776 47,776 40,597 Provision for unfunded commitments 4,000 (4,000) (1,000) (8,000) 7,000 Amount recorded at acquisition — — — — 179 Balance at end of period $ 38,776 $ 34,776 $ 38,776 $ 39,776 $ 47,776 Allowance for credit losses on loans $ 402,322 $ 385,870 $ 351,496 $ 319,791 $ 431,478 Provision for credit losses on loans 85,000 83,000 33,000 (88,000) 174,000 63 Table 11 Allowance for Credit Losses on Loans (continued) Years Ended December 31, ($ in thousands) 2024 2023 2022 2021 2020 Net loan (charge offs) recoveries Commercial and industrial $ (45,369) $ (42,672) $ 791 $ (13,000) $ (73,316) Commercial real estate — owner occupied 4 (15) 13 120 (272) Commercial and business lending (45,365) (42,687) 804 (12,880) (73,588) Commercial real estate — investor (11,187) 2,763 — (11,184) (22,277) Real estate construction 65 55 58 121 31 Commercial real estate lending (11,122) 2,819 58 (11,063) (22,246) Total commercial (56,487) (39,868) 862 (23,943) (95,834) Residential mortgage (750) (411) 341 (38) (1,367) Auto finance (6,637) (4,709) (943) 9 19 Home equity 1,150 837 798 2,186 259 Other consumer (5,826) (4,475) (2,353) (1,901) (3,707) Total consumer (12,062) (8,758) (2,157) 256 (4,797) Total net (charge offs) $ (68,549) $ (48,626) $ (1,294) $ (23,687) $ (100,631) Ratios Allowance for credit losses on loans to total loans 1.35 % 1.32 % 1.22 % 1.32 % 1.76 % Allowance for credit losses on loans to net charge offs 5.9x 7.9x N/M 13.5x 4.3x Loan evaluation method for ACLL Individually evaluated for impairment $ 5,689 $ 15,492 $ 10,324 $ 15,194 $ 79,831 Collectively evaluated for impairment 396,632 370,378 341,172 304,597 351,646 Total ACLL $ 402,322 $ 385,870 $ 351,496 $ 319,791 $ 431,478 Loan balance Individually evaluated for impairment $ 37,172 $ 62,712 $ 76,577 $ 115,643 $ 259,497 Collectively evaluated for impairment 29,731,414 29,153,505 28,722,992 24,109,306 24,192,227 Total loan balance $ 29,768,586 $ 29,216,218 $ 28,799,569 $ 24,224,949 $ 24,451,724 Table 12 Net (Charge Offs) Recoveries (a) Years Ended December 31, (In basis points) 2024 2023 2022 2021 2020 Net loan (charge offs) recoveries Commercial and industrial (46) (44) 1 (16) (86) Commercial real estate — owner occupied — — — 1 (3) Commercial and business lending (41) (39) 1 (14) (78) Commercial real estate — investor (22) 5 — (26) (54) Real estate construction — — — 1 — Commercial real estate lending (15) 4 — (18) (38) Total commercial (31) (22) 1 (16) (63) Residential mortgage (1) — — — (2) Auto finance (26) (26) (12) 4 14 Home equity 19 14 13 34 3 Other consumer (219) (161) (79) (65) (117) Total consumer (11) (8) (2) — (5) Total net (charge offs) (23) (16) — (10) (41) (a) Ratio of net charge offs to average loans by loan type. 64 Notable Contributions to the Change in the Allowance for Credit Losses on Loans • Total loans increased $552 million, or 2%, from December 31, 2023, driven by increases in commercial and industrial lending, auto finance, and CRE-investor lending, partially offset by a decrease in residential mortgage lending, mainly due to the Corporation's balance sheet repositioning in December 2024, and real estate construction lending.
Biggest changeThe total allowance is available to absorb losses from any segment of the loan portfolio. 58 Table 12 Allowance for Credit Losses on Loans Years Ended December 31, (Dollars in thousands) 2025 2024 2023 Allowance for loan losses Balance at beginning of period $ 363,545 $ 351,094 $ 312,720 Provision for loan losses 51,500 81,000 87,000 Charge offs (54,953) (76,415) (58,768) Recoveries 17,976 7,867 10,142 Net charge offs (36,977) (68,549) (48,626) Balance at end of period $ 378,068 $ 363,545 $ 351,094 Allowance for unfunded commitments Balance at beginning of period $ 38,776 $ 34,776 $ 38,776 Provision for unfunded commitments 2,500 4,000 (4,000) Balance at end of period $ 41,276 $ 38,776 $ 34,776 Allowance for credit losses on loans $ 419,344 $ 402,322 $ 385,870 Provision for credit losses on loans 54,000 85,000 83,000 Net loan (charge offs) recoveries Commercial and industrial $ (6,258) $ (45,369) $ (42,672) Commercial real estate — owner occupied (113) 4 (15) Commercial and business lending (6,371) (45,365) (42,687) Commercial real estate — investor (18,221) (11,187) 2,763 Real estate construction 154 65 55 Commercial real estate lending (18,067) (11,122) 2,819 Total commercial (24,438) (56,487) (39,868) Residential mortgage (533) (750) (411) Auto finance (5,723) (6,637) (4,709) Home equity 583 1,150 837 Other consumer (6,866) (5,826) (4,475) Total consumer (12,539) (12,062) (8,758) Total net charge offs $ (36,977) $ (68,549) $ (48,626) Ratios Allowance for credit losses on loans to total loans 1.35 % 1.35 % 1.32 % Allowance for credit losses on loans to net charge offs 11.3x 5.9x 7.9x Loan evaluation method for ACLL Individually evaluated for impairment $ 2,992 $ 5,689 $ 15,492 Collectively evaluated for impairment 375,076 396,632 370,378 Total ACLL $ 378,068 $ 402,322 $ 385,870 Loan balance Individually evaluated for impairment $ 21,651 $ 37,172 $ 62,712 Collectively evaluated for impairment 31,141,963 29,731,414 29,153,505 Total loan balance $ 31,163,614 $ 29,768,586 $ 29,216,218 59 Table 13 Net (Charge Offs) Recoveries to Average Loans Years Ended December 31, (In basis points) 2025 2024 2023 Net loan (charge offs) recoveries Commercial and industrial (6) (46) (44) Commercial real estate — owner occupied (1) — — Commercial and business lending (5) (41) (39) Commercial real estate — investor (34) (22) 5 Real estate construction 1 — — Commercial real estate lending (25) (15) 4 Total commercial (12) (31) (22) Residential mortgage (1) (1) — Auto finance (19) (26) (26) Home equity 9 19 14 Other consumer (221) (219) (161) Total consumer (11) (11) (8) Total net charge offs (12) (23) (16) Notable Contributions to the Change in the Allowance for Credit Losses on Loans • Total loans increased $1.4 billion, or 5%, from December 31, 2024, driven by increases in commercial and industrial lending and auto finance, partially offset by a decrease in residential mortgage lending, mainly due to the Corporation's balance sheet repositioning in December 2024.
The evaluation process combines many factors: management’s ongoing review and grading of the loan portfolio using a dual risk rating system leveraging probability of default and loss given default, consideration of historical loan loss and delinquency experience, trends in past due and nonaccrual loans, risk characteristics of the various classifications of loans, concentrations of loans to specific borrowers or industries, existing economic conditions and forecasts, the fair value of underlying collateral, and other qualitative and quantitative factors which 79 could affect future credit losses.
The evaluation process combines many factors: management’s ongoing review and grading of the loan portfolio using a dual risk rating system leveraging probability of default and loss given default, consideration of historical loan loss and delinquency experience, trends in past due and nonaccrual loans, risk characteristics of the various classifications of loans, concentrations of loans to specific borrowers or industries, existing economic conditions and forecasts, the fair value of underlying collateral, and other qualitative and quantitative factors which could affect future credit losses.
Factors that may affect the adequacy of the Corporation's capital include the inherent limitations of fair value estimates and the assumptions thereof, the inherent limitations of the regulatory risk-weights assigned to various asset types, the inherent limitations of accounting classifications of certain investments and the effect on their measurement, external macroeconomic conditions and their effects on capital and the Corporation's ability to raise capital or refinance capital commitments, and the extent of steps taken by state or federal government authorities in periods of extreme stress.
Factors that may affect the adequacy of the Corporation's capital include the inherent limitations of fair value estimates and the assumptions thereof, the inherent limitations of the regulatory risk-weights assigned to various asset types, the inherent limitations of accounting classifications of certain investments and the effect on their measurement, external macroeconomic conditions and their effects on capital and 69 the Corporation's ability to raise capital or refinance capital commitments, and the extent of steps taken by state or federal government authorities in periods of extreme stress.
In most cases, for real estate construction loans, the loan amounts include interest reserves, which are built into the loans and sized to fund loan payments through construction and lease up and/or sell out. Residential mortgages: Residential mortgage loans are primarily first-lien home mortgages with a maximum loan-to-collateral value without credit enhancement (e.g., private mortgage insurance) of 80%.
In most cases, for real estate construction loans, the loan 54 amounts include interest reserves, which are built into the loans and sized to fund loan payments through construction and lease up and/or sell out. Residential mortgages: Residential mortgage loans are primarily first-lien home mortgages with a maximum loan-to-collateral value without credit enhancement (e.g., private mortgage insurance) of 80%.
The Corporation generally retains certain fixed-rate residential real estate mortgages in its loan portfolio, including retail and private banking jumbo mortgages and CRA-related mortgages. As part of management's historical practice of originating and servicing residential mortgage loans, generally the Corporation's 30-year, agency conforming, fixed-rate residential real estate mortgage loans have been sold in the secondary market with servicing rights retained.
The Corporation generally retains certain adjustable-rate residential real estate mortgages in its loan portfolio, including retail and private banking jumbo mortgages and CRA-related mortgages. As part of management's historical practice of originating and servicing residential mortgage loans, generally the Corporation's 30-year, agency conforming, fixed-rate residential real estate mortgage loans have been sold in the secondary market with servicing rights retained.
The Corporation uses financial modeling simulation techniques that measure the sensitivity of future earnings due to changing rate environments to measure interest rate risk. Policies established by the Corporation’s ALCO and approved by the Board of Directors are intended to limit these risks. The Board has delegated day-to-day responsibility for managing market and interest rate risk to ALCO.
The Corporation uses financial modeling simulation techniques that measure the sensitivity of future earnings due to changing rate environments to measure interest rate risk. 67 Policies established by the Corporation’s ALCO and approved by the Board of Directors are intended to limit these risks. The Board has delegated day-to-day responsibility for managing market and interest rate risk to ALCO.
Interest rate spread and net interest margin are utilized to measure and explain changes in net interest income. Interest rate spread is the difference between the yield on earning assets and the rate paid on interest-bearing liabilities that fund those assets. 50 The net interest margin is expressed as the percentage of net interest income to average earning assets.
Interest rate spread and net interest margin are utilized to measure and explain changes in net interest income. Interest rate spread is the difference between the yield on earning assets and the rate paid on interest-bearing liabilities that fund those assets. The net interest margin is expressed as the percentage of net interest income to average earning assets.
The Corporation’s capital ratios are summarized in the following table. 75 Compliance with regulatory minimum capital requirements is a tool used in assessing the Corporation's capital adequacy, but not determinative of how the Corporation would fare under extreme stress.
The Corporation’s capital ratios are summarized in the following table. Compliance with regulatory minimum capital requirements is a tool used in assessing the Corporation's capital adequacy, but not determinative of how the Corporation would fare under extreme stress.
These agencies may require additions to the ACLL or may require that certain loan balances be charged off or downgraded into criticized loan categories when their credit evaluations differ from those of management, based on their judgments about information available to them at the time of their examinations. 65 Investment Securities Portfolio Management of the investment securities portfolio involves the maximization of income while actively monitoring the portfolio's liquidity, market risk, quality of the investment securities, and its role in balance sheet and capital management.
These agencies may require additions to the ACLL or may require that certain loan balances be charged off or downgraded into criticized loan categories when their credit evaluations differ from those of management, based on their judgments about information available to them at the time of their examinations. 60 Investment Securities Portfolio Management of the investment securities portfolio involves the maximization of income while actively monitoring the portfolio's liquidity, market risk, quality of the investment securities, and its role in balance sheet and capital management.
As a financial institution that engages in transactions involving an array of financial products, the Corporation is exposed to both market risk and interest rate risk. In addition to market risk, interest rate risk is 73 measured and managed through a number of methods.
As a financial institution that engages in transactions involving an array of financial products, the Corporation is exposed to both market risk and interest rate risk. In addition to market risk, interest rate risk is measured and managed through a number of methods.
Whereas, EAR simulation highlights exposures over a relatively short time horizon, valuation analysis incorporates all cash flows over the estimated remaining life of all 74 balance sheet and derivative positions.
Whereas, EAR simulation highlights exposures over a relatively short time horizon, valuation analysis incorporates all cash flows over the estimated remaining life of all balance sheet and derivative positions.
Residential mortgage products generally are underwritten using FHLMC and FNMA secondary marketing guidelines. 58 Home equity: Home equity consists of both home equity lines of credit and closed-end home equity loans.
Residential mortgage products generally are underwritten using FHLMC and FNMA secondary marketing guidelines. Home equity: Home equity consists of both home equity lines of credit and closed-end home equity loans.
It should be read in conjunction with the consolidated financial statements and footnotes and the selected financial data presented elsewhere in this report. Within the tables presented, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. The detailed financial discussion that follows focuses on 2024 results compared to 2023.
It should be read in conjunction with the consolidated financial statements and footnotes and the selected financial data presented elsewhere in this report. Within the tables presented, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. The detailed financial discussion that follows focuses on 2025 results compared to 2024.
Once charged off, there is usually less opportunity for recovery of these smaller consumer loans. Credit risk is primarily controlled by reviewing the creditworthiness of the borrowers, monitoring payment histories, and taking appropriate collateral and guarantee positions. 59 Nonperforming Assets Management is committed to a proactive nonaccrual and problem loan identification philosophy.
Once charged off, there is usually less opportunity for recovery of these smaller consumer loans. Credit risk is primarily controlled by reviewing the creditworthiness of the borrowers, monitoring payment histories, and taking appropriate collateral and guarantee positions. 55 Nonperforming Assets Management is committed to a proactive nonaccrual and problem loan identification philosophy.
The forecast the Corporation used for December 31, 2024 was the Moody's baseline scenario from November 2024, which was reviewed against the December 2024 baseline scenario with no material updates made, over a two year reasonable and supportable period with straight-line reversion to historical losses over the second year of the period. Assessing these factors involves significant judgment.
The forecast the Corporation used for December 31, 2025 was the Moody's baseline scenario from November 2025, which was reviewed against the December 2025 baseline scenario with no material updates made, over a two year reasonable and supportable period with straight-line reversion to historical losses over the second year of the period. Assessing these factors involves significant judgment.
Strong capital ratios, credit quality, and core earnings are also essential to maintaining cost effective access to wholesale funding markets. At December 31, 2024, the Corporation was in compliance with its internal liquidity objectives and had sufficient asset-based liquidity to meet its obligations even under a stressed scenario.
Strong capital ratios, credit quality, and core earnings are also essential to maintaining cost effective access to wholesale funding markets. At December 31, 2025, the Corporation was in compliance with its internal liquidity objectives and had sufficient asset-based liquidity to meet its obligations even under a stressed scenario.
The assessment of overall capital adequacy depends on a variety of factors, including asset quality, liquidity, stability of earnings, changing competitive forces, economic conditions in markets served, and strength of management. At December 31, 2024, the capital ratios of the Corporation and its banking subsidiaries were in excess of regulatory minimum requirements.
The assessment of overall capital adequacy depends on a variety of factors, including asset quality, liquidity, stability of earnings, changing competitive forces, economic conditions in markets served, and strength of management. At December 31, 2025, the capital ratios of the Corporation and its banking subsidiaries were in excess of regulatory minimum requirements.
The Corporation’s interest rate risk profile is such that, generally, a higher yield curve adds to income while a lower yield curve has a negative impact on earnings. The Corporation's EAR profile is asset sensitive at December 31, 2024. MVE and EAR are complementary interest rate risk metrics and should be viewed together.
The Corporation’s interest rate risk profile is such that, generally, a higher yield curve adds to income while a lower yield curve has a negative impact on earnings. The Corporation's EAR profile is asset sensitive at December 31, 2025. MVE and EAR are complementary interest rate risk metrics and should be viewed together.
The forecast the Corporation used for December 31, 2024 was the Moody's baseline scenario from November 2024, which was reviewed against the December 2024 baseline scenario with no material updates made, over a two-year reasonable and supportable period with straight-line reversion to historical losses over the second year of the period.
The forecast the Corporation used for December 31, 2025 was the Moody's baseline scenario from November 2025, which was reviewed against the December 2025 baseline scenario with no material updates made, over a two-year reasonable and supportable period with straight-line reversion to historical losses over the second year of the period.
Contractual Obligations, Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities The following table summarizes significant contractual obligations and other commitments at December 31, 2024, at those amounts contractually due to the recipient, including any unamortized premiums or discounts, hedge basis adjustments, or other similar carrying value adjustments.
Contractual Obligations, Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities The following table summarizes significant contractual obligations and other commitments at December 31, 2025, at those amounts contractually due to the recipient, including any unamortized premiums or discounts, hedge basis adjustments, or other similar carrying value adjustments.
Based on contractual obligations and ongoing operations, the Corporation's sources of liquidity are sufficient to meet present and future liquidity needs. See Table 20 for information about the Corporation's contractual obligations and other commitments. See section Deposits and Customer Funding for information about uninsured deposits and concentrations.
Based on contractual obligations and ongoing operations, the Corporation's sources of liquidity are sufficient to meet present and future liquidity needs. See Table 21 for information about the Corporation's contractual obligations and other commitments. See section Deposits and Customer Funding for information about uninsured deposits and concentrations.
While a gradual shift in interest rates was used in this analysis to provide an estimate of exposure under a probable scenario, an instantaneous shift in interest rates would have a more significant impact. No EAR breaches occurred during 2024.
While a gradual shift in interest rates was used in this analysis to provide an estimate of exposure under a probable scenario, an instantaneous shift in interest rates would have a more significant impact. No EAR breaches occurred during 2025.
At December 31, 2024, a 10% change in loans classified as special mention or worse would result in a +/- 4 bp change in the ACLL to total loans ratio. The Corporation believes the level of the ACLL is appropriate.
At December 31, 2025, a 10% change in loans classified as special mention or worse would result in a +/- 4 bp change in the ACLL to total loans ratio. The Corporation believes the level of the ACLL is appropriate.
Table 18 Estimated % Change in Rate Sensitive EAR Over 12 Months Dynamic Forecast December 31, 2024 Static Forecast December 31, 2024 Dynamic Forecast December 31, 2023 Static Forecast December 31, 2023 Gradual Rate Change 100 bp increase in interest rates 1.0% 0.7% 1.9% 2.2% 200 bp increase in interest rates 2.0% 1.3% 3.8% 4.3% 100 bp decrease in interest rates (0.5)% (0.2)% (1.3)% (1.5)% 200 bp decrease in interest rates (1.3)% (0.8)% (2.6)% (3.1)% We also perform valuation analysis, which we use for discerning levels of risk present in the balance sheet and derivative positions that might not be taken into account in the EAR simulation analysis.
Table 19 Estimated % Change in Rate Sensitive EAR Over 12 Months Dynamic Forecast December 31, 2025 Static Forecast December 31, 2025 Dynamic Forecast December 31, 2024 Static Forecast December 31, 2024 Gradual Rate Change 100 bp increase in interest rates 1.5% 2.0% 1.0% 0.7% 200 bp increase in interest rates 2.8% 3.9% 2.0% 1.3% 100 bp decrease in interest rates (0.8)% (1.4)% (0.5)% (0.2)% 200 bp decrease in interest rates (2.2)% (3.4)% (1.3)% (0.8)% We also perform valuation analysis, which we use for discerning levels of risk present in the balance sheet and derivative positions that might not be taken into account in the EAR simulation analysis.
See Item 5, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, for information on the shares repurchased during the fourth quarter of 2024.
See Item 5, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, for information on the shares repurchased during the fourth quarter of 2025.
For the year ended December 31, 2024, net cash provided by operating and financing activities was $580 million and $1.7 billion, respectively, while investing activities used net cash of $2.2 billion, for a net increase in cash and cash equivalents of $96 million since year-end 2023.
For the year ended December 31, 2024, net cash provided by operating and financing activities was $580.2 million and $1.7 billion, respectively, while investing activities used net cash of $2.2 billion, for a net increase in cash and cash equivalents of $95.8 million since year-end 2023.
For a discussion of 2023 results compared to 2022, see the Corporation's Annual Report on Form 10-K for the year ended December 31, 2023 . Overview The Corporation is a bank holding company headquartered in Wisconsin, providing a broad array of banking and nonbanking products and services to businesses and consumers primarily within our three-state footprint.
For a discussion of 2024 results compared to 2023, see the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024 . Overview The Corporation is a bank holding company headquartered in Wisconsin, providing a broad array of banking and nonbanking products and services to businesses and consumers primarily within our four-state footprint.
The residential mortgage portfolio is focused primarily in the Corporation's three-state branch footprint, with approximately 89% of the outstanding loan balances in the Corporation's branch footprint at December 31, 2024. The rates on adjustable rate mortgages adjust based upon the movement in the underlying index which is then added to a margin and rounded to the nearest 0.125%.
The residential mortgage portfolio is focused primarily in the Corporation's three-state branch footprint, with approximately 88% of the outstanding loan balances in the Corporation's branch footprint at December 31, 2025. The rates on adjustable rate mortgages adjust based upon the movement in the underlying index which is then added to a margin and rounded to the nearest 0.125%.
See Tables 11 and 12 for additional information regarding the activity in the ACLL. Management believes the level of ACLL to be appropriate at December 31, 2024. Consolidated net income and stockholders’ equity could be affected if management’s estimate of the ACLL is subsequently materially different, requiring additional or less provision for credit losses to be recorded.
See Tables 12 and 13 for additional information regarding the activity in the ACLL. Management believes the level of ACLL to be appropriate at December 31, 2025. Consolidated net income and stockholders’ equity could be affected if management’s estimate of the ACLL is subsequently materially different, requiring additional or less provision for credit losses to be recorded.
Table 1 provides average daily balances of earning assets and interest-bearing liabilities, the associated interest income and expense, and the corresponding interest rates earned and paid, as well as net interest income, interest rate spread, and net interest margin on a fully tax-equivalent basis for the years ended December 31, 2024, 2023, and 2022.
Table 2 provides average daily balances of earning assets and interest-bearing liabilities, the associated interest income and expense, and the corresponding interest rates earned and paid, as well as net interest income, interest rate spread, and net interest margin on a fully tax-equivalent basis for the years ended December 31, 2025, 2024, and 2023.
During the fourth quarter of 2023 as part of the balance sheet repositioning, the Corporation sold lower yielding AFS securities with a carrying value of $715 million at a net loss of $65 million and reinvested the proceeds into higher yielding and lower risk-weighted GNMA securities.
During the fourth quarter of 2023 as part of a balance sheet repositioning, the Corporation sold lower yielding AFS securities with a carrying value of $715.1 million at a net loss of $64.9 million and reinvested the proceeds into higher yielding and lower risk-weighted GNMA securities.
The loan segmentation used in calculating the ACLL at December 31, 2024 and December 31, 2023 was generally comparable.
The loan segmentation used in calculating the ACLL at December 31, 2025 and December 31, 2024 was generally comparable.
During 2024, total assets increased to $43.0 billion, up $2.0 billion compared to year-end 2023, primarily due to increases in AFS investment securities, at fair value of $981 million, residential loans held for sale of $614 million resulting from a nonrecurring mortgage portfolio sale related to the balance sheet repositioning announced in the fourth quarter of 2024 which closed in January 2025, and loans of $552 million.
During 2024, total assets increased to $43.0 billion, up $2.0 billion compared to year-end 2023, primarily due to increases in AFS investment securities, at fair value of $980.5 million, residential loans held for sale of $613.7 million resulting from a nonrecurring mortgage portfolio sale related to the balance sheet repositioning announced in the fourth quarter of 2024 which closed in January 2025, and loans of $552.4 million.
Table 19 Market Value of Equity Sensitivity December 31, 2024 December 31, 2023 Instantaneous Rate Change 100 bp increase in interest rates (9.1) % (10.1) % 200 bp increase in interest rates (18.5) % (20.1) % 100 bp decrease in interest rates 7.1 % 9.7 % 200 bp decrease in interest rates 12.6 % 18.5 % Since MVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in MVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year).
Table 20 Market Value of Equity Sensitivity December 31, 2025 December 31, 2024 Instantaneous Rate Change 100 bp increase in interest rates (5.2) % (9.1) % 200 bp increase in interest rates (11.8) % (18.5) % 100 bp decrease in interest rates 2.3 % 7.1 % 200 bp decrease in interest rates 1.4 % 12.6 % Since MVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in MVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year).
See Table 1 for additional information on average deposit balances and deposit rates. Other Funding Sources Short-Term Funding: Short-term funding is comprised of short-term FHLB advances (with original contractual maturities less than one year), federal funds purchased, securities sold under agreements to repurchase, and historically, commercial paper.
See Table 2 for additional information on average deposit balances and deposit rates. 65 Other Funding Sources Short-Term Funding: Short-term funding is comprised of short-term FHLB advances (with original contractual maturities less than one year), federal funds purchased, securities sold under agreements to repurchase.
Based on the amount of collateral pledged, the FHLB established a collateral value from which the Bank may draw advances, and issue letters of credit in favor of public fund depositors, against the collateral. As of December 31, 2024, the Bank had $7.1 billion available for future funding.
Based on the amount of collateral pledged, the FHLB established a collateral value from which the Bank may draw advances, and issue letters of credit in favor of public fund depositors, against the collateral. As of December 31, 2025, the Bank had $6.2 billion available for future funding.
The Corporation is required to maintain Federal Reserve Bank stock and FHLB stock as member banks of both the Federal Reserve System and the FHLB, and in amounts as required by these institutions.
Regulatory Stock: The Corporation is required to hold and maintain, for regulatory purposes, Federal Reserve Bank stock and FHLB stock as member banks of both the Federal Reserve System and the FHLB, and in amounts as required by these institutions.
See also Note 3 Loans of the notes to consolidated financial statements for additional ACLL disclosures. Table 5 provides information 61 on loan growth and period end loan composition, Table 10 provides additional information regarding NPAs, and Table 11 and Table 12 provide additional information regarding activity in the ACLL.
See also Note 3 Loans of the notes to consolidated financial statements for additional ACLL disclosures. Table 6 provides information 57 on loan growth and period end loan composition, Table 11 provides additional information regarding NPAs, and Table 12 and Table 13 provide additional information regarding activity in the ACLL.
(c) Includes mortgage warehouse lines The remaining commercial and industrial portfolio is spread over a diverse range of industries, none of which exceed 2% of total loan exposure.
(b) Includes REIT lines (c) Includes mortgage warehouse lines The remaining commercial and industrial portfolio is spread over a diverse range of industries, none of which exceed 2% of total loan exposure. The CRE-owner occupied portfolio is spread over a diverse range of industries, none of which exceed 2% of total loan exposure.
Table 9 Largest Real Estate Construction Property Type Exposures December 31, 2024 % of Total Loan Exposure % of Total Real Estate Construction Loan Exposure Multi-Family 5 % 54 % The remaining real estate construction portfolio is spread over various other property types, none of which exceed 2% of total loan exposure.
Table 10 Largest Real Estate Construction Property Type Exposures December 31, 2025 % of Total Loan Exposure % of Total Real Estate Construction Loan Exposure Multi-Family 5 % 52 % The remaining real estate construction portfolio is spread over various other property types, none of which exceed 2% of total loan exposure.
During the fourth quarter of 2023, the Corporation completed a mortgage portfolio sale of $969 million of residential mortgages sold at a loss of $136 million related to the balance sheet repositioning announced during the fourth quarter of 2023.
During the fourth quarter of 2023, the Corporation completed a mortgage portfolio sale of $968.6 million of residential mortgages at a loss of $136.2 million related to the balance sheet repositioning announced during the fourth quarter of 2023.
Treasury Securities: U.S. Treasury Securities, including Treasury bills, notes, and bonds, are debt obligations issued by the U.S. Department of the Treasury and are backed by the full faith and credit of the U.S. government. Municipal Securities: The municipal securities relate to various state and political subdivisions and school districts.
Treasury Securities, including Treasury bills, notes, and bonds, are debt obligations issued by the U.S. Department of the Treasury and are backed by the full faith and credit of the U.S. government. Municipal securities: The municipal securities relate to various state and political subdivisions and school districts. The municipal securities portfolio is regularly assessed for credit quality and deterioration.
The targeted long-term guidelines were unchanged during 2024 and 2023. Furthermore, certain sub-asset classes within the respective portfolios are further defined and dollar limitations are placed on these sub-portfolios. These guidelines and limits are reviewed quarterly and approved annually by the ERC. These guidelines and limits are designed to create balance and diversification within the loan portfolios.
Furthermore, certain sub-asset classes within the respective portfolios are further defined and dollar limitations are placed on these sub-portfolios. These guidelines and limits are reviewed quarterly and approved annually by the ERC. These guidelines and limits are designed to create balance and diversification within the loan portfolios.
As of December 31, 2024, the Bank had $2.8 billion available for discount window borrowings. • A $200 million Parent Company commercial paper program, of which none was outstanding at December 31, 2024. • Dividends and service fees from subsidiaries, as well as the proceeds from issuance of capital, which are also funding sources for the Parent Company. • Acquisition related equity issuances by the Parent Company; the Corporation has filed a shelf registration statement with the SEC under which the Parent Company may, from time to time, offer shares of the Corporation’s common stock in connection with acquisitions of businesses, assets, or securities of other companies. • Other issuances by the Parent Company; the Corporation maintains on file with the SEC a universal shelf registration statement, under which the Parent Company may offer the following securities, either separately or in units: debt securities, preferred stock, depositary shares, common stock, and warrants. • Bank issuances; the Bank may also issue institutional CDs, network transaction deposits, and brokered CDs. • Global Bank Note Program issuances; the Bank has implemented a program pursuant to which it may offer up to $2.0 billion aggregate principal amount of its unsecured senior and subordinated notes. 72 The following table presents secured and total available liquidity sources, estimated uninsured and uncollateralized deposits (excluding intercompany deposits), and coverage of estimated uninsured and uncollateralized deposits.
As of December 31, 2025, the Bank had $6.4 billion available for discount window borrowings. • Acquisition related equity issuances by the Parent Company; the Corporation has filed a shelf registration statement with the SEC under which the Parent Company may, from time to time, offer shares of the Corporation’s common stock in connection with acquisitions of businesses, assets, or securities of other companies. • Other issuances by the Parent Company; the Corporation maintains on file with the SEC a universal shelf registration statement, under which the Parent Company may offer the following securities, either separately or in units: debt securities, preferred stock, depositary shares, common stock, and warrants. • Bank issuances; the Bank may also issue institutional CDs, network transaction deposits, and brokered CDs. • Global Bank Note Program issuances; the Bank has implemented a program pursuant to which it may offer up to $2.0 billion aggregate principal amount of its unsecured senior and subordinated notes. 66 The following table presents secured and total available liquidity sources, estimated uninsured and uncollateralized deposits (excluding intercompany deposits), and coverage of estimated uninsured and uncollateralized deposits.
See Table 1 for additional information on average funding and rates. Liquidity The objective of liquidity risk management is to ensure that the Corporation has the ability to generate sufficient cash or cash equivalents in a timely and cost-effective manner to satisfy the cash flow requirements of depositors and borrowers and to meet its other commitments as they become due.
Liquidity The objective of liquidity risk management is to ensure that the Corporation has the ability to generate sufficient cash or cash equivalents in a timely and cost-effective manner to satisfy the cash flow requirements of depositors and borrowers and to meet its other commitments as they become due.
Accruing loans past due 90 days or more: Loans past due 90 days or more but still accruing interest are classified as such where the underlying loans are both well-secured (the collateral value is sufficient to cover principal and accrued interest) and are in the process of collection.
See also sections Credit Risk and Allowance for Credit Losses on Loans. Accruing loans past due 90 days or more: Loans past due 90 days or more but still accruing interest are classified as such where the underlying loans are both well-secured (the collateral value is sufficient to cover principal and accrued interest) and are in the process of collection.
On the funding side, deposits increased $1.2 billion, mainly driven by increases in other time deposits, money market, savings, and interest-bearing demand of $832 million, $307 million, $298 million, and $281 million, respectively, partially offset by a decrease in noninterest-bearing demand of $344 million.
On the funding side, deposits increased $1.2 billion, mainly driven by increases in other time deposits, money market, savings, and interest-bearing demand of $832.0 million, $307.5 million, $297.6 million, and $280.8 million, respectively, partially offset by a decrease in noninterest-bearing demand of $344.3 million.
Table 8 Largest Commercial Real Estate - Investor Property Type Exposures December 31, 2024 % of Total Loan Exposure % of Total Commercial Real Estate - Investor Loan Exposure Multi-Family 5 % 38 % Industrial 3 % 25 % Office 2 % 18 % The remaining CRE-investor portfolio is spread over various other property types, none of which exceed 2% of total loan exposure.
Table 9 Largest Commercial Real Estate - Investor Property Type Exposures December 31, 2025 % of Total Loan Exposure % of Total Commercial Real Estate - Investor Loan Exposure Multi-Family 5 % 37 % Industrial 3 % 27 % Office 2 % 16 % The remaining CRE-investor portfolio is spread over various other property types, none of which exceed 2% of total loan exposure.
At December 31, 2024, $20.0 billion, or 67%, of the total loans outstanding and $16.9 billion, or 90%, of the commercial loans outstanding were floating rate, adjustable rate, re-pricing within one year, or maturing within one year. Credit Risk An active credit risk management process is used for commercial loans to ensure that sound and consistent credit decisions are made.
At December 31, 2025, $21.5 billion, or 69%, of the total loans outstanding and $18.2 billion, or 90%, of the commercial loans outstanding were floating rate, adjustable rate, re-pricing within one year, or maturing within one year. Credit Risk An active credit risk management process is used for commercial loans to ensure that sound and consistent credit decisions are made.
See also Note 3 Loans of the notes to consolidated financial statements and section Nonperforming Assets for additional disclosures on the changes in asset quality. • For the year ended December 31, 2024, net charge offs increased $20 million, or 41%, from December 31, 2023, primarily driven by an increase in net charge offs in the Corporation's CRE-investor portfolio.
See also Note 3 Loans of the notes to consolidated financial statements and section Nonperforming Assets for additional disclosures on the changes in asset quality. • For the year ended December 31, 2025, net charge offs decreased $31.6 million, or 46%, from December 31, 2024, primarily driven by a decrease in net charge offs in the Corporation's commercial and industrial portfolio, partially offset by an increase in net charge offs in the CRE-investor portfolio.
Short-term funding sources at December 31, 2024 were $1.7 billion, an increase of $654 million, or 61%, from December 31, 2023, driven by a $510 million, or 69%, increase in short-term FHLB advances. Long-Term Funding: Long-term funding is comprised of long-term FHLB advances (with original contractual maturities greater than one year), senior notes, subordinated notes, and finance leases.
Short-term funding sources at December 31, 2025 were $3.2 billion, an increase of $1.4 billion, or 84%, from December 31, 2024, driven by a $1.6 billion, or 128%, increase in short-term FHLB advances. Long-Term Funding: Long-term funding is comprised of long-term FHLB advances (with original contractual maturities greater than one year), senior notes, subordinated notes, and finance leases.
For the year ended December 31, 2023, net cash provided by operating and financing activities was $443 million and $1.3 billion, respectively, while investing activities used net cash of $1.4 billion, for a net increase in cash and cash equivalents of $302 million since year-end 2022.
For the year ended December 31, 2025, net cash provided by operating and financing activities was $615.7 million and $1.7 billion, respectively, while investing activities used net cash of $1.6 billion, for a net increase in cash and cash equivalents of $700.6 million since year-end 2024.
Income Taxes The Corporation recognized income tax expense of $11 million for 2024, compared to income tax expense of $23 million for 2023. The Corporation's effective tax rate was 8.41% for 2024, compared to an effective tax rate of 11.21% for 2023.
Income Taxes The Corporation recognized income tax expense of $103.1 million for 2025, compared to income tax expense of $11.3 million for 2024. The Corporation's effective tax rate was 17.85% for 2025, compared to an effective tax rate of 8.41% for 2024.
Investment securities classified as AFS and equity are carried at fair value on the consolidated balance sheets, while investment securities classified as HTM are carried at amortized cost on the consolidated balance sheets.
Investment securities classified as AFS and equity are carried at fair value on the consolidated balance sheets, while investment securities classified as HTM are carried at amortized cost on the consolidated balance sheets. The Corporation's investment securities portfolio contains the following types of securities: U.S. Treasury securities: U.S.
Treasury securities $ 1,000 — % $ 999 — % $ 999 — % Obligations of state and political subdivisions (municipal securities) 1,659,722 44 % 1,682,473 44 % 1,732,351 44 % Residential mortgage-related securities: FNMA/FHLMC 885,476 24 % 941,973 24 % 961,231 24 % GNMA 43,693 1 % 48,979 1 % 52,979 1 % Private-label 324,182 9 % 345,083 9 % 364,728 9 % Commercial mortgage-related securities: FNMA/FHLMC 772,456 21 % 780,995 20 % 778,796 20 % GNMA 52,219 1 % 59,733 2 % 69,369 2 % Total amortized cost and carrying value $ 3,738,747 100 % $ 3,860,235 100 % $ 3,960,451 100 % Fair value U.S.
Treasury securities $ 996 — % $ 1,000 — % $ 999 — % Obligations of state and political subdivisions (municipal securities) 1,628,088 45 % 1,659,722 44 % 1,682,473 44 % Residential mortgage-related securities: FNMA/FHLMC 823,630 23 % 885,476 24 % 941,973 24 % GNMA 39,123 1 % 43,693 1 % 48,979 1 % Private-label 302,817 9 % 324,182 9 % 345,083 9 % Commercial mortgage-related securities: FNMA/FHLMC 763,370 21 % 772,456 21 % 780,995 20 % GNMA 44,552 1 % 52,219 1 % 59,733 2 % Total amortized cost and carrying value $ 3,602,576 100 % $ 3,738,747 100 % $ 3,860,235 100 % Fair value U.S.
Equity Securities without Readily Determinable Fair Values: The Corporation's portfolio of equity securities without readily determinable fair values primarily consists of an investment in a private loan fund, and historically, Visa Class B restricted shares, the latter which the Corporation sold all remaining shares during the first quarter of 2024.
In addition to the investment securities portfolio noted above, the Corporation also holds the following investments: Equity Securities with Readily Determinable Fair Values: Equity securities with readily determinable fair values is primarily comprised of mutual funds. 64 Equity Securities without Readily Determinable Fair Values: Equity securities without readily determinable fair values primarily consists of an investment in a private loan fund, and historically, Visa Class B restricted shares which the Corporation sold all remaining shares during the first quarter of 2024.
The sensitivity of MVE to changes in the level of interest rates is a measure of the longer-term re-pricing risk and options risk embedded in the balance sheet. Unlike the EAR simulation, MVE uses instantaneous changes in rates. Additionally, MVE values only the current balance sheet and does not incorporate the growth assumptions that are used in the EAR simulation.
The sensitivity of MVE to changes in the level of interest rates is a measure of the longer-term re- 68 pricing risk and options risk embedded in the balance sheet. Unlike the EAR simulation, MVE uses instantaneous changes in rates.
Treasury securities $ — — % $ 39,984 1 % $ 124,441 4 % Agency securities — — % — — % 15,000 1 % Obligations of state and political subdivisions (municipal securities) 3,063 — % 94,008 3 % 235,693 8 % Residential mortgage-related securities: FNMA/FHLMC 120,272 3 % 1,274,052 34 % 1,820,642 61 % GNMA 4,236,199 92 % 2,021,242 54 % 502,537 17 % Commercial mortgage-related securities: FNMA/FHLMC 18,332 — % 18,691 — % 19,038 1 % GNMA 116,275 3 % 161,928 4 % 115,031 4 % Asset backed securities: FFELP 108,319 2 % 135,832 4 % 157,138 5 % SBA 495 — % 1,077 — % 4,512 — % Other debt securities 3,000 — % 3,000 — % 3,000 — % Total amortized cost $ 4,605,954 100 % $ 3,749,814 100 % $ 2,997,032 100 % Fair value U.S.
Treasury securities $ — — % $ — — % $ 39,984 1 % Obligations of state and political subdivisions (municipal securities) 3,063 — % 3,063 — % 94,008 3 % Residential mortgage-related securities: FNMA/FHLMC 134,142 3 % 120,272 3 % 1,274,052 34 % GNMA 5,000,015 93 % 4,236,199 92 % 2,021,242 54 % Commercial mortgage-related securities: FNMA/FHLMC 17,959 — % 18,332 — % 18,691 — % GNMA 113,374 2 % 116,275 3 % 161,928 4 % Asset backed securities: FFELP 95,977 2 % 108,319 2 % 135,832 4 % SBA 283 — % 495 — % 1,077 — % Other debt securities 3,000 — % 3,000 — % 3,000 — % Total amortized cost $ 5,367,813 100 % $ 4,605,954 100 % $ 3,749,814 100 % Fair value U.S.
See also Note 3 Loans of the notes to consolidated financial statements for additional information on loans. • Total nonaccrual loans decreased $26 million, or 17%, from December 31, 2023, primarily driven by a decrease in nonaccrual loans within the Corporation's commercial and industrial portfolio, partially offset by an increase in nonaccrual loans within the CRE-investor portfolio.
See also Note 3 Loans of the notes to consolidated financial statements for additional information on loans. • Total nonaccrual loans decreased $22.8 million, or 19%, from December 31, 2024, primarily driven by decreases in nonaccrual loans within the Corporation's commercial and industrial portfolio and CRE-investor portfolio, partially offset by increases in nonaccrual loans within the auto finance portfolio and real estate construction portfolio.
Significant loan concentrations are considered to exist when there are amounts loaned to numerous borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At December 31, 2024, no significant concentrations existed in the Corporation’s loan portfolio in excess of 10% of total loan exposure.
Significant loan concentrations are considered to exist when there are amounts loaned to numerous borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions.
Treasury securities $ — — % $ 35,902 1 % $ 109,378 4 % Agency securities — — % — — % 13,532 — % Obligations of state and political subdivisions (municipal securities) 3,005 — % 91,817 3 % 230,714 8 % Residential mortgage-related securities: FNMA/FHLMC 110,928 2 % 1,120,794 31 % 1,604,610 59 % GNMA 4,227,727 92 % 2,042,675 57 % 497,596 18 % Commercial mortgage-related securities: FNMA/FHLMC 17,000 — % 16,937 — % 17,142 1 % GNMA 111,475 2 % 154,793 4 % 110,462 4 % Asset backed securities: FFELP 107,839 2 % 133,975 4 % 151,191 6 % SBA 471 — % 1,051 — % 4,477 — % Other debt securities 2,989 — % 2,950 — % 2,922 — % Total fair value and carrying value $ 4,581,434 100 % $ 3,600,892 100 % $ 2,742,025 100 % Net unrealized holding (losses) $ (24,520) $ (148,922) $ (255,007) 66 Table 13 Investment Securities Portfolio (continued) At December 31, ($ in thousands) 2024 % of Total 2023 % of Total 2022 % of Total HTM investment securities Amortized cost U.S.
Treasury securities $ — — % $ — — % $ 35,902 1 % Obligations of state and political subdivisions (municipal securities) 3,044 — % 3,005 — % 91,817 3 % Residential mortgage-related securities: FNMA/FHLMC 129,863 3 % 110,928 2 % 1,120,794 31 % GNMA 5,039,829 93 % 4,227,727 92 % 2,042,675 57 % Commercial mortgage-related securities: FNMA/FHLMC 16,958 — % 17,000 — % 16,937 — % GNMA 109,556 2 % 111,475 2 % 154,793 4 % Asset backed securities: FFELP 95,046 2 % 107,839 2 % 133,975 4 % SBA 269 — % 471 — % 1,051 — % Other debt securities 2,998 — % 2,989 — % 2,950 — % Total fair value and carrying value $ 5,397,563 100 % $ 4,581,434 100 % $ 3,600,892 100 % Net unrealized gains (losses) $ 29,750 $ (24,520) $ (148,922) 62 Table 14 Investment Securities Portfolio (continued) At December 31, (Dollars in thousands) 2025 % of Total 2024 % of Total 2023 % of Total HTM investment securities Amortized cost U.S.
Table 16 Maturity Distribution – Time Deposits of $250,000 or More ($ in thousands) December 31, 2024 Three months or less $ 333,936 Over three months through six months 301,734 Over six months through twelve months 119,747 Over twelve months 2,259 Total $ 757,675 Selected period end deposit information is detailed in Note 7 Deposits of the notes to consolidated financial statements, including a maturity distribution of all time deposits at December 31, 2024.
Table 17 Maturity Distribution – Time Deposits of $250,000 or More (Dollars in thousands) December 31, 2025 Three months or less $ 351,362 Over three months through six months 373,122 Over six months through twelve months 107,581 Over twelve months 2,244 Total $ 834,309 Selected period end deposit information is detailed in Note 7 Deposits of the notes to consolidated financial statements, including a maturity distribution of all time deposits at December 31, 2025.
Table 21 Capital Ratios As of December 31, ($ in thousands) 2024 2023 2022 Risk-based capital (a) CET1 $ 3,396,836 $ 3,074,938 $ 3,035,578 Tier 1 capital 3,590,948 3,269,050 3,229,690 Total capital 4,282,597 3,997,205 3,680,227 Total risk-weighted assets 33,950,173 32,732,710 32,469,862 Modified CECL transitional amount 22,425 44,851 67,276 CET1 capital ratio 10.01 % 9.39 % 9.35 % Tier 1 capital ratio 10.58 % 9.99 % 9.95 % Total capital ratio 12.61 % 12.21 % 11.33 % Tier 1 leverage ratio 8.73 % 8.06 % 8.59 % Selected equity and performance ratios Total stockholders’ equity / total assets 10.70 % 10.18 % 10.19 % Dividend payout ratio (b) 121.92 % 74.56 % 34.32 % Return on average assets 0.30 % 0.45 % 1.00 % Noninterest expense / average assets 1.98 % 2.00 % 2.04 % ( a)The Federal Reserve establishes regulatory capital requirements, including well-capitalized standards for the Corporation.
Table 22 Capital Ratios As of December 31, (Dollars in thousands) 2025 2024 2023 Risk-based capital (a) CET1 $ 3,683,711 $ 3,396,836 $ 3,074,938 Tier 1 capital 3,877,823 3,590,948 3,269,050 Total capital 4,593,079 4,282,597 3,997,205 Total risk-weighted assets 35,125,680 33,950,173 32,732,710 Modified CECL transitional amount — 22,425 44,851 CET1 capital ratio 10.49 % 10.01 % 9.39 % Tier 1 capital ratio 11.04 % 10.58 % 9.99 % Total capital ratio 13.08 % 12.61 % 12.21 % Tier 1 leverage ratio 8.96 % 8.73 % 8.06 % Selected equity and performance ratios Total stockholders’ equity / total assets 11.01 % 10.70 % 10.18 % Average stockholders' equity / average assets 10.94 % 10.41 % 10.11 % Tangible common equity / tangible assets (TCE Ratio) (b) 8.29 % 7.82 % 7.11 % ( a) The Federal Reserve establishes regulatory capital requirements, including well-capitalized standards, for the Corporation.
At December 31, 2024, the MVE profile indicates a decrease in net balance sheet value due to instantaneous upward changes in rates and an increase in net balance sheet value due to instantaneous downward changes in rates.
Particularly important are the assumptions driving prepayments and the expected changes in balances and pricing of the indeterminate deposit portfolios. At December 31, 2025, the MVE profile indicates a decrease in net balance sheet value due to instantaneous upward changes in rates and an increase in net balance sheet value due to instantaneous downward changes in rates.
Net interest margin of 2.78% in 2024 decreased 3 bp from 2.81% in 2023.
Net interest margin of 3.03% in 2025 increased 25 bp from 2.78% in 2024.
The MVE measure in the 200 bp increase in interest rates scenario is outside of the policy limit, which has been reported to the Corporation's Board. The above EAR and MVE measures do not include all actions that management may undertake to manage this risk in response to anticipated changes in interest rates.
The above EAR and MVE measures do not include all actions that management may undertake to manage this risk in response to anticipated changes in interest rates.
Table 17 Liquidity Sources and Uninsured Deposit Coverage Ratio ($ in thousands) December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 Federal Reserve Bank balance $ 451,298 $ 405,776 $ 482,362 $ 419,554 $ 421,848 Available FHLB Chicago capacity 7,097,420 6,164,539 5,184,341 7,035,768 5,985,385 Available Federal Reserve Bank discount window capacity 2,778,294 2,981,211 2,336,073 1,438,992 1,433,655 Available BTFP capacity — — — — 522,465 Funding available within one business day (a) 10,327,012 9,551,527 8,002,776 8,894,314 8,363,353 Available federal funds lines 1,164,000 1,401,000 1,406,000 1,495,000 1,550,000 Available brokered deposits capacity (b) 418,198 520,809 679,089 446,513 138,512 Unsecured debt capacity (c) 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 Total available liquidity $ 12,909,210 $ 12,473,336 $ 11,087,865 $ 11,835,827 $ 11,051,865 Uninsured and uncollateralized deposits $ 7,954,259 $ 7,492,684 $ 7,174,369 $ 7,710,911 $ 7,586,047 Coverage ratio of uninsured and uncollateralized deposits with secured funding available within one business day 130 % 127 % 112 % 115 % 110 % Coverage ratio of uninsured and uncollateralized deposits with total funding 162 % 166 % 155 % 153 % 146 % (a) Estimated based on normal course of operations with indicated institution.
Table 18 Liquidity Sources and Uninsured Deposit Coverage Ratio As of December 31, (Dollars in thousands) 2025 2024 2023 Federal Reserve Bank balance $ 1,139,401 $ 451,298 $ 421,848 Available FHLB Chicago capacity 6,221,495 7,097,420 5,985,385 Available Federal Reserve Bank discount window capacity 6,443,766 2,778,294 1,433,655 Available BTFP capacity — — 522,465 Funding available within one business day (a) 13,804,662 10,327,012 8,363,353 Available federal funds lines 1,846,000 1,164,000 1,550,000 Available brokered deposits capacity (b) 823,055 418,198 138,512 Unsecured debt capacity (c) 1,000,000 1,000,000 1,000,000 Total available liquidity $ 17,473,717 $ 12,909,210 $ 11,051,865 Uninsured and uncollateralized deposits $ 9,432,066 $ 7,954,259 $ 7,586,047 Coverage ratio of uninsured and uncollateralized deposits with secured funding available within one business day 146 % 130 % 110 % Coverage ratio of uninsured and uncollateralized deposits with total funding 185 % 162 % 146 % (a) Estimated based on normal course of operations with indicated institution.
Additionally, other long-term funding increased $296 million, primarily driven by the Corporation's issuance of senior notes in August 2024.
Additionally, other long-term funding increased $296.4 million, primarily driven by the Corporation's issuance of senior notes in August 2024. Quantitative and Qualitative Disclosures about Market Risk Market risk and interest rate risk are managed centrally.
See management’s accounting policy for nonaccrual loans in Note 1 Summary of Significant Accounting Policies and Note 3 Loans of the notes to consolidated financial statements for additional nonaccrual loan disclosures. See also sections Credit Risk and Allowance for Credit Losses on Loans.
(b) Excluding guaranteed student loans. Nonaccrual loans: Nonaccrual loans are considered to be one indicator of potential future loan losses. See management’s accounting policy for nonaccrual loans in Note 1 Summary of Significant Accounting Policies and Note 3 Loans of the notes to consolidated financial statements for additional nonaccrual loan disclosures.
The decrease in income tax expense and lower effective tax rate during 2024 were primarily due to a strategic reallocation of the investment portfolio and the adoption of a legal entity rationalization plan that resulted in the recognition of deferred tax benefits of $35 million, partially offset by a deferred tax asset valuation allowance of $33 million related to certain capital loss carryovers.
The increase in income tax expense and higher effective tax rate during 2025 were primarily due to a strategic reallocation of the investment portfolio and the adoption of a legal entity rationalization plan that resulted in the recognition of deferred tax benefits in 2024 and increased net income in 2025.
(c) These capital measurements are used by management, regulators, investors, and analysts to assess, monitor, and compare the quality and composition of our capital with the capital of other financial services companies.
These regulatory capital measurements are used by management, regulators, investors, and analysts to assess, monitor, and compare the quality and composition of the Corporation's capital with the capital of other financial services companies. (b) This is a non-GAAP financial measure. See Table 23 Non-GAAP Measures for a reconciliation to GAAP financial measures.
Table 7 Largest Commercial and Industrial Industry Group Exposures, by NAICS Subsector December 31, 2024 NAICS Subsector Outstanding Balance Total Exposure % of Total Loan Exposure Real Estate (a) 531 $ 2,073,512 $ 3,606,140 9 % Utilities (b) 221 2,570,337 3,254,783 8 % Credit Intermediation and Related Activities (c) 522 836,075 1,591,084 4 % Merchant Wholesalers, Durable Goods 423 606,781 1,036,982 3 % (a) Includes REIT lines (b) 59% of the total utilities exposure comes from renewable energy sources (wind, solar, hydroelectric, and geothermal).
Table 8 Largest Commercial and Industrial Industry Group Exposures, by NAICS Subsector December 31, 2025 NAICS Subsector Outstanding Balance Total Exposure % of Total Loan Exposure (Dollars in thousands) Utilities (a) 221 $ 3,009,210 $ 3,787,934 9 % Real Estate (b) 531 2,183,905 3,757,948 9 % Credit Intermediation and Related Activities (c) 522 671,604 1,331,594 3 % Merchant Wholesalers, Durable Goods 423 713,836 1,212,061 3 % (a) 68% of the total utilities exposure comes from renewable energy sources (wind, solar, hydroelectric, and geothermal).
The CRE-owner occupied portfolio is spread over a diverse range of industries, none of which exceed 2% of total loan exposure. 57 The credit risk related to commercial and business lending is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.
The credit risk related to commercial and business lending is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any. Commercial real estate - investor: CRE-investor is comprised of loans secured by various non-owner occupied or investor income producing property types.
Table 23 Selected Segment Financial Data Year Ended December 31, % Change From ($ in thousands) 2024 2023 2022 2023 to 2024 2022 to 2023 Corporate and Commercial Specialty Total revenue $ 600,396 $ 553,761 $ 467,749 8 % 18 % Provision for credit losses 66,390 54,302 47,939 22 % 13 % Noninterest expense 179,291 167,589 156,227 7 % 7 % Income tax expense 64,346 59,143 47,440 9 % 25 % Net income 290,369 272,727 216,143 6 % 26 % Average earning assets 16,232,593 15,856,298 14,151,070 2 % 12 % Average loans 16,224,504 15,844,450 14,143,971 2 % 12 % Average deposits 6,936,891 7,289,740 7,359,246 (5) % (1) % Community, Consumer, and Business Total revenue $ 1,025,863 $ 991,136 $ 758,942 4 % 31 % Provision for credit losses 24,759 29,757 22,359 (17) % 33 % Noninterest expense 530,084 517,323 495,049 2 % 4 % Income tax expense 97,460 91,770 49,347 6 % 86 % Net income 373,560 352,286 192,187 6 % 83 % Average earning assets 12,945,288 13,165,560 11,537,058 (2) % 14 % Average loans 12,943,509 13,165,560 11,537,058 (2) % 14 % Average deposits 20,458,411 19,928,414 20,426,201 3 % (2) % Risk Management and Shared Services Total revenue $ (588,418) $ (442,142) $ 12,999 33 % N/M Provision for credit losses (6,163) (1,038) (37,300) N/M (97) % Noninterest expense 109,022 128,770 95,787 (15) % 34 % Income tax (benefit) (150,492) (127,816) (3,279) 18 % N/M Net (loss) (540,785) (442,057) (42,209) 22 % N/M Average earning assets 8,989,970 8,608,852 7,864,756 4 % 9 % Average loans 529,347 524,283 519,312 1 % 1 % Average deposits 5,995,793 4,124,985 971,738 45 % N/M N/M = Not Meaningful Segment Review 2024 Compared to 2023 Corporate and Commercial Specialty • Revenue increased $47 million from the year ended December 31, 2023, primarily driven by increased net interest income due to increased interest rates and increased loan balances year over year. • Provision for credit losses increased $12 million from the year ended December 31, 2023, driven by increased loan balances attributed to the segment. • Noninterest expense increased $12 million from the year ended December 31, 2023, driven by an $8 million increase in personnel expenses and a $5 million increase in allocated indirect expenses given the increased loan balances. • Average earning assets and average loans increased $376 million and $380 million, respectively, from the year ended December 31, 2023, primarily as a result of growth within commercial and business lending. • Average deposit balances decreased $353 million from the year ended December 31, 2023, driven by reductions in money market and noninterest-bearing demand deposits, partially offset by an increase in interest-bearing demand deposits. 78 Community, Consumer, and Business • Revenue increased $35 million from the year ended December 31, 2023, driven by a $30 million increase in net interest income due to increased interest rates, which led to a higher allocation of FTP credits to this segment, and a $10 million increase in wealth management fees, partially offset by an $8 million decrease in mortgage banking fee income. • Noninterest expense increased $13 million from the year ended December 31, 2023, primarily driven by increased allocated indirect expenses. • Average earning assets and average loan balances decreased $220 million and $222 million, respectively, from the year ended December 31, 2023, primarily driven by the sale of residential mortgages as part of the balance sheet repositioning announced in the fourth quarter of 2024 which closed in January 2025, partially offset by an increase in auto finance loans. • Average deposit balances increased $530 million from the year ended December 31, 2023, largely driven by increases in time and savings deposits, partially offset by decreases in noninterest-bearing demand and money market deposits.
Table 24 Selected Segment Financial Data Year Ended December 31, % Change From (Dollars in thousands) 2025 2024 2023 2024 to 2025 2023 to 2024 Corporate and Commercial Specialty Total revenue $ 621,039 $ 600,396 $ 553,761 3 % 8 % Provision for credit losses 80,808 66,390 54,302 22 % 22 % Noninterest expense 185,890 179,291 167,589 4 % 7 % Income tax expense 68,165 64,346 59,143 6 % 9 % Net income 286,176 290,369 272,727 (1) % 6 % Average earning assets 17,533,814 16,232,593 15,856,298 8 % 2 % Average loans 17,517,683 16,224,504 15,844,450 8 % 2 % Average deposits 7,099,832 6,936,891 7,289,740 2 % (5) % Community, Consumer, and Business Total revenue $ 1,014,441 $ 1,025,863 $ 991,136 (1) % 4 % Provision for credit losses 25,790 24,759 29,757 4 % (17) % Noninterest expense 551,434 530,084 517,323 4 % 2 % Income tax expense 91,816 97,460 91,770 (6) % 6 % Net income 345,401 373,560 352,286 (8) % 6 % Average earning assets 12,602,149 12,945,288 13,165,560 (3) % (2) % Average loans 12,598,738 12,943,509 13,165,560 (3) % (2) % Average deposits 21,501,775 20,458,411 19,928,414 5 % 3 % Risk Management and Shared Services Total net revenue $ (147,935) $ (588,418) $ (442,142) (75) % 33 % Provision for credit losses (52,602) (6,163) (1,038) N/M N/M Noninterest expense 118,315 109,022 128,770 9 % (15) % Income tax benefit (56,848) (150,492) (127,816) (62) % 18 % Net loss (156,800) (540,785) (442,057) (71) % 22 % Average earning assets 10,067,085 8,989,970 8,608,852 12 % 4 % Average loans 473,650 529,347 524,283 (11) % 1 % Average deposits 6,243,064 5,995,793 4,124,985 4 % 45 % N/M = Not Meaningful Segment Review 2025 Compared to 2024 Corporate and Commercial Specialty • Average earning assets and average loans both increased $1.3 billion, from the year ended December 31, 2024, primarily as a result of growth within commercial and business lending. • Provision for credit losses increased $14.4 million from the year ended December 31, 2024, due to increased commercial loan balances coupled with general macroeconomic trends.
See additional discussion under the sections titled Loans, Credit Risk, Nonperforming Assets, and Allowance for Credit Losses on Loans. 52 Noninterest Income Table 3 Noninterest Income Years Ended December 31, $ Change % Change ($ in thousands) 2024 2023 2022 2024 from 2023 2023 from 2022 2024 from 2023 2023 from 2022 Wealth management fees $ 92,569 $ 82,502 $ 84,122 $ 10,067 $ (1,620) 12 % (2) % Service charges and deposit account fees 51,642 49,045 62,310 2,597 (13,265) 5 % (21) % Card-based fees 46,921 45,020 44,014 1,901 1,006 4 % 2 % Other fee-based revenue 19,499 17,268 15,903 2,231 1,365 13 % 9 % Total fee-based revenue 210,630 193,835 206,350 16,795 (12,515) 9 % (6) % Capital markets, net 22,084 24,649 29,917 (2,565) (5,268) (10) % (18) % Mortgage banking, net 10,686 19,429 18,873 (8,743) 556 (45) % 3 % Loss on mortgage portfolio sale (130,406) (136,239) — 5,833 (136,239) (4) % N/M Bank and corporate owned life insurance 13,477 10,266 11,431 3,211 (1,165) 31 % (10) % Other 9,310 9,691 10,715 (381) (1,024) (4) % (10) % Subtotal 135,782 121,631 277,286 14,151 (155,655) 12 % (56) % Asset (losses) gains, net (1,042) 454 1,338 (1,496) (884) N/M (66) % Investment securities (losses) gains, net (144,147) (58,903) 3,746 (85,244) (62,649) 145 % N/M Total noninterest (loss) income $ (9,407) $ 63,182 $ 282,370 $ (72,589) $ (219,188) N/M (78) % Mortgage loans originated for sale during period $ 617,889 $ 395,834 $ 600,114 $ 222,055 $ (204,280) 56 % (34) % Mortgage loan settlements during period 584,781 1,212,069 715,035 (627,288) 497,034 (52) % 70 % Mortgage portfolio loans transferred to held for sale during period 722,991 968,595 — (245,603) 968,595 (25) % N/M Assets under management, at market value (a) 14,773 13,545 11,843 1,228 1,702 9 % 14 % N/M = Not Meaningful (a) $ in millions.
See additional discussion under the sections titled Loans, Credit Risk, Nonperforming Assets, and Allowance for Credit Losses on Loans. 48 Noninterest Income Table 4 Noninterest Income Years Ended December 31, $ Change % Change (Dollars in thousands, except as noted) 2025 2024 2023 2025 from 2024 2024 from 2023 2025 from 2024 2024 from 2023 Wealth management fees $ 96,579 $ 92,569 $ 82,502 $ 4,010 $ 10,067 4 % 12 % Service charges and deposit account fees 53,649 51,642 49,045 2,007 2,597 4 % 5 % Card-based fees 46,629 46,921 45,020 (292) 1,901 (1) % 4 % Other fee-based revenue 21,216 19,499 17,268 1,717 2,231 9 % 13 % Capital markets, net 32,048 22,084 24,649 9,964 (2,565) 45 % (10) % Mortgage banking, net 14,502 10,686 19,429 3,816 (8,743) 36 % (45) % Loss on mortgage portfolio sale (6,976) (130,406) (136,239) 123,430 5,833 (95) % (4) % Bank and corporate owned life insurance 17,195 13,477 10,266 3,718 3,211 28 % 31 % Asset gains (losses), net 1,565 (1,042) 454 2,607 (1,496) N/M N/M Investment securities gains (losses), net 49 (144,147) (58,903) 144,196 (85,244) N/M 145 % Other 9,944 9,310 9,691 634 (381) 7 % (4) % Total noninterest income (loss) $ 286,400 $ (9,407) $ 63,182 $ 295,807 $ (72,589) N/M N/M Assets under management, at market value (a) $ 16,132 $ 14,773 $ 13,545 $ 1,359 $ 1,228 9 % 9 % N/M = Not Meaningful (a) In millions.
Commercial and business lending: The commercial and business lending classification primarily includes commercial loans to large corporations, middle market companies, small businesses, and ABL and equipment financing.
At December 31, 2025, no significant concentrations existed in the Corporation’s loan portfolio in excess of 10% of total loan exposure. 53 Commercial and business lending: The commercial and business lending classification primarily includes commercial loans to large corporations, middle market companies, small businesses, and ABL and equipment financing.
See section Other Funding Sources and Note 8 Short and Long-Term Funding of the notes to consolidated financial statements for additional details on funding. 55 Loans Table 5 Period End Loan Composition As of December 31, 2024 2023 2022 2021 2020 ($ in thousands) Amount % of Total Amount % of Total Amount % of Total Amount % of Total Amount % of Total Commercial and industrial $ 10,573,741 36 % $ 9,731,555 33 % $ 9,759,454 34 % $ 8,452,385 35 % $ 8,469,179 35 % Commercial real estate — owner occupied 1,143,741 4 % 1,061,700 4 % 991,722 3 % 971,326 4 % 900,912 4 % Commercial and business lending 11,717,483 39 % 10,793,255 37 % 10,751,176 37 % 9,423,711 39 % 9,370,091 38 % Commercial real estate — investor 5,227,975 18 % 5,124,245 18 % 5,080,344 18 % 4,384,569 18 % 4,342,584 18 % Real estate construction 1,982,632 7 % 2,271,398 8 % 2,155,222 7 % 1,808,976 7 % 1,840,417 8 % Commercial real estate lending 7,210,607 24 % 7,395,644 25 % 7,235,565 25 % 6,193,545 26 % 6,183,001 25 % Total commercial 18,928,090 64 % 18,188,898 62 % 17,986,742 62 % 15,617,256 64 % 15,553,091 64 % Residential mortgage 7,047,541 24 % 7,864,891 27 % 8,511,550 30 % 7,567,310 31 % 7,878,324 32 % Auto finance 2,810,220 9 % 2,256,162 8 % 1,382,073 5 % 143,045 1 % 11,177 — % Home equity 664,252 2 % 628,526 2 % 624,353 2 % 595,615 2 % 707,255 3 % Other consumer 318,483 1 % 277,740 1 % 294,851 1 % 301,723 1 % 301,876 1 % Total consumer 10,840,496 36 % 11,027,319 38 % 10,812,828 38 % 8,607,693 36 % 8,898,632 36 % Total loans $ 29,768,586 100 % $ 29,216,218 100 % $ 28,799,569 100 % $ 24,224,949 100 % $ 24,451,724 100 % Commercial real estate and real estate construction loan detail Non-owner occupied $ 3,210,509 61 % $ 3,362,085 66 % $ 3,313,959 65 % $ 2,972,584 68 % $ 2,969,906 68 % Multi-family 2,015,401 39 % 1,759,504 34 % 1,762,608 35 % 1,405,264 32 % 1,360,305 31 % Farmland 2,065 — % 2,656 — % 3,776 — % 6,720 — % 12,373 — % Commercial real estate — investor $ 5,227,975 100 % $ 5,124,245 100 % $ 5,080,344 100 % $ 4,384,569 100 % $ 4,342,584 100 % 1-4 family construction $ 160,699 8 % $ 275,292 12 % $ 436,210 20 % $ 380,160 21 % $ 270,467 15 % All other construction 1,821,933 92 % 1,996,106 88 % 1,719,012 80 % 1,428,816 79 % 1,569,950 85 % Real estate construction $ 1,982,632 100 % $ 2,271,398 100 % $ 2,155,222 100 % $ 1,808,976 100 % $ 1,840,417 100 % The Corporation has long-term guidelines relative to the proportion of Commercial and Business, CRE, and Consumer loan commitments within the overall loan portfolio, with each targeted to represent 30 to 40% of the overall loan portfolio.
See Note 13 Derivative and Hedging Activities of the notes to consolidated financial statements for additional details. • At December 31, 2025, the loans to deposits ratio was 87.65%, up from 85.92% at December 31, 2024. 51 Loans Table 6 Period End Loan Composition As of December 31, 2025 2024 2023 (Dollars in thousands) Amount % of Total Amount % of Total Amount % of Total Commercial and industrial $ 11,799,757 38 % $ 10,573,741 36 % $ 9,731,555 33 % Commercial real estate — owner occupied 1,186,324 4 % 1,143,741 4 % 1,061,700 4 % Commercial and business lending 12,986,081 42 % 11,717,483 39 % 10,793,255 37 % Commercial real estate — investor 5,246,030 17 % 5,227,975 18 % 5,124,245 18 % Real estate construction 1,994,642 6 % 1,982,632 7 % 2,271,398 8 % Commercial real estate lending 7,240,672 23 % 7,210,607 24 % 7,395,644 25 % Total commercial 20,226,753 65 % 18,928,090 64 % 18,188,898 62 % Residential mortgage 6,793,957 22 % 7,047,541 24 % 7,864,891 27 % Auto finance 3,106,498 10 % 2,810,220 9 % 2,256,162 8 % Home equity 713,271 2 % 664,252 2 % 628,526 2 % Other consumer 323,135 1 % 318,483 1 % 277,740 1 % Total consumer 10,936,861 35 % 10,840,496 36 % 11,027,319 38 % Total loans $ 31,163,614 100 % $ 29,768,586 100 % $ 29,216,218 100 % Commercial real estate and real estate construction loan detail Non-owner occupied $ 3,215,636 61 % $ 3,210,509 61 % $ 3,362,085 66 % Multi-family 2,028,760 39 % 2,015,401 39 % 1,759,504 34 % Farmland 1,634 — % 2,065 — % 2,656 — % Commercial real estate — investor $ 5,246,030 100 % $ 5,227,975 100 % $ 5,124,245 100 % 1-4 family construction $ 191,892 10 % $ 160,699 8 % $ 275,292 12 % All other construction 1,802,750 90 % 1,821,933 92 % 1,996,106 88 % Real estate construction $ 1,994,642 100 % $ 1,982,632 100 % $ 2,271,398 100 % The Corporation has long-term guidelines relative to the proportion of Commercial and Business, CRE, and Consumer loans within the overall loan portfolio.
The increase in net interest income was driven by growth of earning assets while margin compressed as a result of a shift in mix within deposits into higher cost funding from noninterest-bearing demand deposits. • Provision for credit losses was $85 million in 2024, compared to $83 million in 2023. • Noninterest income (loss) of $(9) million in 2024 decreased $73 million from 2023, primarily due to higher investment securities losses related to nonrecurring items from the balance sheet repositioning announced in the fourth quarter of 2024. • Noninterest expense of $818 million in 2024 increased $5 million, or 1%, from 2023, as a result of increased personnel expense as the Corporation continues to execute our growth strategy and the loss on prepayments of FHLB advances related to the balance sheet repositioning announced in the fourth quarter of 2024, partially offset by decreased FDIC assessment expense. 49 Income Statement Analysis Net Interest Income Table 1 Net Interest Income Analysis Years Ended December 31, 2024 2023 2022 ($ in thousands) Average Balance Interest Income / Expense Average Yield / Rate Average Balance Interest Income / Expense Average Yield / Rate Average Balance Interest Income / Expense Average Yield / Rate Assets Earning assets Loans (a)(b)(c) Commercial and business lending $ 11,069,185 $ 786,963 7.11 % $ 10,831,275 $ 740,017 6.83 % $ 9,852,303 $ 384,155 3.90 % Commercial real estate lending 7,270,239 538,228 7.40 % 7,314,651 520,028 7.11 % 6,595,635 281,485 4.27 % Total commercial 18,339,424 1,325,191 7.23 % 18,145,926 1,260,045 6.94 % 16,447,938 665,640 4.05 % Residential mortgage 7,907,962 278,804 3.53 % 8,696,706 293,446 3.37 % 8,052,277 245,975 3.05 % Auto finance 2,576,979 144,892 5.62 % 1,793,959 89,454 4.99 % 805,179 30,749 3.82 % Other retail 872,994 83,386 9.55 % 897,702 80,189 8.93 % 894,948 52,266 5.84 % Total loans 29,697,360 1,832,274 6.17 % 29,534,293 1,723,134 5.83 % 26,200,341 994,630 3.80 % Investment securities Taxable 5,690,238 199,424 3.50 % 5,243,805 146,006 2.78 % 4,362,394 75,444 1.73 % Tax-exempt (a) 2,111,523 71,458 3.38 % 2,288,328 79,673 3.48 % 2,419,262 82,771 3.42 % Other short-term investments 668,730 37,291 5.58 % 564,284 28,408 5.03 % 570,887 11,475 2.01 % Investments and other 8,470,491 308,173 3.64 % 8,096,417 254,087 3.14 % 7,352,542 169,690 2.31 % Total earning assets $ 38,167,851 $ 2,140,446 5.61 % $ 37,630,710 $ 1,977,221 5.25 % $ 33,552,884 $ 1,164,320 3.47 % Other assets, net 3,166,002 3,018,214 3,105,049 Total assets $ 41,333,853 $ 40,648,923 $ 36,657,932 Liabilities and stockholders' equity Interest-bearing liabilities Interest-bearing deposits Savings $ 5,080,045 $ 85,450 1.68 % $ 4,773,366 $ 63,945 1.34 % $ 4,652,774 $ 5,033 0.11 % Interest-bearing demand 7,443,738 193,900 2.60 % 6,904,514 154,136 2.23 % 6,638,592 35,169 0.53 % Money market 5,994,171 181,444 3.03 % 6,668,930 177,311 2.66 % 7,164,518 36,370 0.51 % Network transaction deposits 1,645,695 85,788 5.21 % 1,469,616 75,294 5.12 % 821,804 14,721 1.79 % Time deposits 7,481,486 355,221 4.75 % 4,905,748 202,939 4.14 % 1,315,793 7,016 0.53 % Total interest-bearing deposits 27,645,135 901,804 3.26 % 24,722,174 673,624 2.72 % 20,593,482 98,309 0.48 % Federal funds purchased and securities sold under agreements to repurchase 272,069 11,754 4.32 % 345,519 12,238 3.54 % 388,701 3,480 0.90 % Other short-term funding 403,214 20,420 5.06 % 8,582 1 0.01 % 20,540 2 0.01 % FHLB advances 1,793,734 98,520 5.49 % 3,741,790 196,535 5.25 % 2,784,403 75,487 2.71 % Long-term funding 640,842 45,781 7.14 % 504,438 36,080 7.15 % 249,478 10,653 4.27 % Total short and long-term funding 3,109,859 176,475 5.67 % 4,600,329 244,855 5.32 % 3,443,123 89,621 2.60 % Total interest-bearing liabilities $ 30,754,994 $ 1,078,279 3.51 % $ 29,322,503 $ 918,479 3.13 % $ 24,036,605 $ 187,931 0.78 % Noninterest-bearing demand deposits 5,745,960 6,620,965 8,163,703 Other liabilities 530,537 594,318 482,538 Stockholders’ equity 4,302,362 4,111,138 3,975,086 Total liabilities and stockholders’ equity $ 41,333,853 $ 40,648,923 $ 36,657,932 Interest rate spread 2.10 % 2.12 % 2.69 % Net free funds 0.68 % 0.69 % 0.22 % Fully tax-equivalent net interest income and net interest margin $ 1,062,167 2.78 % $ 1,058,742 2.81 % $ 976,389 2.91 % Fully tax-equivalent adjustment 14,919 19,168 19,068 Net interest income $ 1,047,248 $ 1,039,573 $ 957,321 (a) The yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 21% and is net of the effects of certain disallowed interest deductions.
Table 2 presents additional information to facilitate the review and discussion of fully tax-equivalent net interest income, interest rate spread, and net interest margin. 45 Table 2 Net Interest Income Analysis Years Ended December 31, 2025 2024 (a) 2023 (a) (Dollars in thousands) Average Balance Interest Income / Expense Average Yield / Rate Average Balance Interest Income / Expense Average Yield / Rate Average Balance Interest Income / Expense Average Yield / Rate Assets Earning assets Loans (b)(c) Commercial and industrial $ 11,133,436 $ 718,887 6.46 % $ 9,967,970 $ 720,359 7.23 % $ 9,783,075 $ 679,257 6.94 % Commercial real estate—owner occupied 1,129,614 64,400 5.70 % 1,101,216 66,605 6.05 % 1,048,201 60,760 5.80 % Commercial and business lending 12,263,050 783,287 6.39 % 11,069,185 786,963 7.11 % 10,831,275 740,017 6.83 % Commercial real estate—investor 5,396,914 349,925 6.48 % 5,053,175 363,187 7.19 % 5,165,710 363,158 7.03 % Real estate construction 1,933,910 139,468 7.21 % 2,217,064 175,041 7.90 % 2,148,940 156,870 7.30 % Commercial real estate lending 7,330,824 489,393 6.68 % 7,270,239 538,228 7.40 % 7,314,651 520,028 7.11 % Total commercial 19,593,874 1,272,680 6.50 % 18,339,424 1,325,191 7.23 % 18,145,926 1,260,045 6.94 % Residential mortgage 7,043,508 262,150 3.72 % 7,907,962 278,804 3.53 % 8,696,706 293,446 3.37 % Auto finance 2,961,544 165,476 5.59 % 2,576,979 144,892 5.62 % 1,793,959 89,454 4.99 % Home equity 680,716 49,361 7.25 % 607,044 52,404 8.63 % 619,507 49,243 7.95 % Other consumer 310,429 34,843 11.22 % 265,951 30,982 11.65 % 278,195 30,946 11.12 % Total consumer 10,996,197 511,830 4.65 % 11,357,935 507,083 4.46 % 11,388,367 463,088 4.07 % Total loans 30,590,071 1,784,510 5.83 % 29,697,360 1,832,274 6.17 % 29,534,293 1,723,134 5.83 % Investments Taxable securities 6,665,988 288,200 4.32 % 5,690,238 199,424 3.50 % 5,243,805 146,006 2.78 % Tax-exempt securities (b) 2,002,085 70,377 3.52 % 2,111,523 71,458 3.38 % 2,288,328 79,673 3.48 % Other short-term investments 944,904 46,568 4.93 % 668,730 37,291 5.58 % 564,284 28,408 5.03 % Total investments 9,612,977 405,145 4.21 % 8,470,491 308,173 3.64 % 8,096,417 254,087 3.14 % Total earning assets and related interest income $ 40,203,048 $ 2,189,655 5.45 % $ 38,167,851 $ 2,140,446 5.61 % $ 37,630,710 $ 1,977,221 5.25 % Other assets, net 3,420,064 3,166,002 3,018,214 Total assets $ 43,623,112 $ 41,333,853 $ 40,648,923 Liabilities and stockholders' equity Interest-bearing liabilities Interest-bearing deposits Savings $ 5,290,992 $ 72,932 1.38 % $ 5,080,045 $ 85,450 1.68 % $ 4,773,366 $ 63,945 1.34 % Interest-bearing demand 7,917,003 172,987 2.19 % 7,443,738 193,900 2.60 % 6,904,514 154,136 2.23 % Money market 5,954,259 151,669 2.55 % 5,994,171 181,444 3.03 % 6,668,930 177,311 2.66 % Network transaction deposits 1,929,731 82,437 4.27 % 1,645,695 85,788 5.21 % 1,469,616 75,294 5.12 % Brokered CDs 4,078,557 179,645 4.40 % 4,240,621 221,157 5.22 % 2,687,316 137,280 5.11 % Other time deposits 3,885,386 144,248 3.71 % 3,240,865 134,065 4.14 % 2,218,432 65,658 2.96 % Total interest-bearing deposits 29,055,928 803,918 2.77 % 27,645,135 901,804 3.26 % 24,722,174 673,624 2.72 % Federal funds purchased and securities sold under agreements to repurchase 278,104 10,415 3.75 % 272,069 11,754 4.32 % 345,519 12,238 3.54 % Other short-term funding 20,177 1,016 5.04 % 403,214 20,420 5.06 % 8,582 1 0.01 % FHLB advances 2,630,034 113,253 4.31 % 1,793,734 98,520 5.49 % 3,741,790 196,535 5.25 % Other long-term funding 601,867 43,009 7.15 % 640,842 45,781 7.14 % 504,438 36,080 7.15 % Total short and long-term funding 3,530,182 167,693 4.75 % 3,109,859 176,475 5.67 % 4,600,329 244,855 5.32 % Total interest-bearing liabilities and related interest expense $ 32,586,110 $ 971,611 2.98 % $ 30,754,994 $ 1,078,279 3.51 % $ 29,322,503 $ 918,479 3.13 % Noninterest-bearing demand deposits 5,788,743 5,745,960 6,620,965 Other liabilities 474,382 530,537 594,318 Stockholders’ equity 4,773,877 4,302,362 4,111,138 Total liabilities and stockholders’ equity $ 43,623,112 $ 41,333,853 $ 40,648,923 Interest rate spread 2.46 % 2.10 % 2.12 % Net free funds 0.56 % 0.68 % 0.69 % Fully tax-equivalent net interest income and net interest margin $ 1,218,044 3.03 % $ 1,062,167 2.78 % $ 1,058,742 2.81 % Fully tax-equivalent adjustment (16,899) (14,919) (19,168) Net interest income $ 1,201,145 $ 1,047,248 $ 1,039,573 (a) Prior periods have been adjusted to conform with current period presentation.
Table 10 provides detailed information regarding NPAs, which include nonaccrual loans, OREO, and repossessed assets, and also includes information on accruing loans past due and restructured loans: Table 10 Nonperforming Assets As of December 31, ($ in thousands) 2024 2023 2022 2021 2020 Nonperforming assets Commercial and industrial $ 19,084 $ 62,022 $ 14,329 $ 6,279 $ 61,859 Commercial real estate — owner occupied 1,501 1,394 — — 1,058 Commercial and business lending 20,585 63,416 14,329 6,279 62,917 Commercial real estate — investor 16,705 — 29,380 60,677 78,220 Real estate construction 30 6 105 177 353 Commercial real estate lending 16,735 6 29,485 60,855 78,573 Total commercial 37,320 63,422 43,814 67,134 141,490 Residential mortgage 70,038 71,142 58,480 55,362 59,337 Auto finance 7,402 5,797 1,490 52 49 Home equity 8,378 8,508 7,487 7,726 9,888 Other consumer 122 128 197 170 91 Total consumer 85,941 85,574 67,654 63,309 69,364 Total nonaccrual loans 123,260 148,997 111,467 130,443 210,854 Commercial real estate owned 11,914 914 325 984 2,185 Residential real estate owned 2,068 1,290 2,878 3,666 1,194 Bank properties real estate owned 6,235 8,301 11,580 24,969 10,889 OREO 20,217 10,506 14,784 29,619 14,269 Repossessed assets 687 919 215 — — Total nonperforming assets $ 144,164 $ 160,421 $ 126,466 $ 160,062 $ 225,123 Accruing loans past due 90 days or more Commercial $ 642 $ 19,812 $ 282 $ 151 $ 175 Consumer 2,547 1,876 1,446 1,111 1,423 Total accruing loans past due 90 days or more $ 3,189 $ 21,689 $ 1,728 $ 1,263 $ 1,598 Restructured loans (accruing) (a) Commercial $ 475 $ 306 $ 13,093 $ 22,763 $ 41,119 Consumer 3,057 2,414 19,775 19,768 10,973 Total restructured loans (accruing) $ 3,531 $ 2,719 $ 32,868 $ 42,530 $ 52,092 Nonaccrual restructured loans (included in nonaccrual loans) (a) $ 2,581 $ 805 $ 20,127 $ 17,426 $ 20,190 Ratios Nonaccrual loans to total loans 0.41 % 0.51 % 0.39 % 0.54 % 0.86 % NPAs to total loans plus OREO and repossessed assets 0.48 % 0.55 % 0.44 % 0.66 % 0.92 % NPAs to total assets 0.34 % 0.39 % 0.32 % 0.46 % 0.67 % Allowance for credit losses on loans to nonaccrual loans 326.40 % 258.98 % 315.34 % 245.16 % 204.63 % 60 Table 10 Nonperforming Assets (continued) As of December 31, ($ in thousands) 2024 2023 2022 2021 2020 Accruing loans 30-89 days past due Commercial and industrial $ 1,260 $ 5,565 $ 6,283 $ 715 $ 6,119 Commercial real estate — owner occupied 1,634 358 230 163 373 Commercial and business lending 2,893 5,923 6,512 878 6,492 Commercial real estate — investor 36,391 18,697 1,067 616 12,793 Real estate construction 21 — 39 1,620 991 Commercial real estate lending 36,412 18,697 1,105 2,236 13,784 Total commercial 39,305 24,619 7,618 3,114 20,276 Residential mortgage 14,892 13,446 9,874 6,169 10,385 Auto finance 14,850 17,386 9,408 11 57 Home equity 4,625 4,208 5,607 3,711 4,802 Other consumer 3,128 2,166 1,610 2,307 1,543 Total consumer 37,496 37,205 26,499 12,198 16,786 Total accruing loans 30-89 days past due $ 76,801 $ 61,825 $ 34,117 $ 15,312 $ 37,062 (a) On January 1, 2023, the Corporation adopted ASU 2022-02.
Table 11 provides detailed information regarding NPAs, which include nonaccrual loans, OREO, and repossessed assets, and also includes information on accruing loans past due and restructured loans: Table 11 Nonperforming Assets As of December 31, (Dollars in thousands) 2025 2024 2023 Nonperforming assets Commercial and industrial $ 7,178 $ 19,084 $ 62,022 Commercial real estate — owner occupied 203 1,501 1,394 Commercial and business lending 7,381 20,585 63,416 Commercial real estate — investor 8,311 16,705 — Real estate construction 144 30 6 Commercial real estate lending 8,455 16,735 6 Total commercial 15,836 37,320 63,422 Residential mortgage 68,492 70,038 71,142 Auto finance 8,271 7,402 5,797 Home equity 7,774 8,378 8,508 Other consumer 55 122 128 Total consumer 84,592 85,941 85,574 Total nonaccrual loans 100,428 123,260 148,997 Commercial real estate owned 25,530 11,914 914 Residential real estate owned 2,414 2,068 1,290 Bank properties real estate owned (a) 72 6,235 8,301 OREO 28,016 20,217 10,506 Repossessed assets 757 687 919 Total nonperforming assets $ 129,201 $ 144,164 $ 160,421 Accruing loans past due 90 days or more Commercial $ 370 $ 642 $ 19,812 Consumer (b) 2,444 2,547 1,876 Total accruing loans past due 90 days or more $ 2,814 $ 3,189 $ 21,689 Restructured loans (accruing) Commercial $ 458 $ 475 $ 306 Consumer 5,584 3,057 2,414 Total restructured loans (accruing) $ 6,042 $ 3,531 $ 2,719 Nonaccrual restructured loans (included in nonaccrual loans) $ 3,472 $ 2,581 $ 805 Ratios Nonaccrual loans to total loans 0.32 % 0.41 % 0.51 % NPAs to total loans plus OREO and repossessed assets 0.41 % 0.48 % 0.55 % NPAs to total assets 0.29 % 0.34 % 0.39 % Allowance for credit losses on loans to nonaccrual loans 417.56 % 326.40 % 258.98 % 56 Table 11 Nonperforming Assets (continued) As of December 31, (Dollars in thousands) 2025 2024 2023 Accruing loans 30-89 days past due Commercial and industrial $ 2,683 $ 1,260 $ 5,565 Commercial real estate — owner occupied 34 1,634 358 Commercial and business lending 2,717 2,893 5,923 Commercial real estate — investor 19,405 36,391 18,697 Real estate construction 117 21 — Commercial real estate lending 19,522 36,412 18,697 Total commercial 22,239 39,305 24,619 Residential mortgage 13,135 14,892 13,446 Auto finance 16,445 14,850 17,386 Home equity 3,779 4,625 4,208 Other consumer (b) 2,704 3,128 2,166 Total consumer 36,063 37,496 37,205 Total accruing loans 30-89 days past due $ 58,302 $ 76,801 $ 61,825 (a) Primarily closed branches and other bank operated real estate facilities, pending disposition.
Other Debt Securities: Other debt securities are primarily comprised of debt securities that mature within 3 years and have a rating of A. HTM Securities Private-Label Residential Mortgage-Related Securities: Private-label residential mortgage-related securities are the most senior AAA-rated tranche CMO securities issued by a non-agency sponsor and collateralized by Prime Jumbo residential mortgage loans.
Residential and commercial mortgage-related securities: Residential and commercial mortgage-related securities include predominantly FNMA, FHLMC and GNMA MBS and CMOs. The Corporation also has private-label residential mortgage-related securities are the most senior AAA-rated tranche CMO securities issued by a non-agency sponsor and collateralized by Prime Jumbo residential mortgage loans.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. Quantitative and Qualitative Disclosures About Market Risk Information required by this item is set forth in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, under the captions Quantitative and Qualitative Disclosures about Market Risk and Interest Rate Risk. 80
Biggest changeITEM 7A. Quantitative and Qualitative Disclosures About Market Risk Information required by this item is set forth in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, under the captions Quantitative and Qualitative Disclosures about Market Risk and Interest Rate Risk. 73

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