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What changed in HANCOCK WHITNEY CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of HANCOCK WHITNEY 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.

+551 added−533 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-27)

Top changes in HANCOCK WHITNEY CORP's 2025 10-K

551 paragraphs added · 533 removed · 423 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

176 edited+57 added−37 removed361 unchanged
Biggest changeSuch estimates rely upon complex modeling inputs and judgments, including forecasts of economic conditions, which may be rendered inaccurate and/or no longer subject to accurate forecasting; • our ability to assess the creditworthiness of our borrowers may be impaired if the models and approaches we use to select, manage, and underwrite loans become less predictive of future charge-offs; • regulatory scrutiny of the industry could increase, leading to increased regulation of the industry that could lead to a higher cost of compliance, limit our ability to pursue business opportunities and increase our exposure to litigation or fines; • the current administration may seek to implement a regulatory reform agenda that is significantly different than that of the Biden administration, impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies and potentially resulting in uncertainty; • ineffective monetary policy or other market conditions could cause rapid changes in interest rates and asset values that would have a materially adverse impact on our profitability and overall financial condition; • further erosion in the fiscal condition of the U.S.
Biggest changeSuch estimates rely upon complex modeling inputs and judgments, including forecasts of economic conditions, which may be impaired during periods of heightened volatility or incomplete economic data reporting, and could therefore be rendered inaccurate and/or no longer subject to accurate forecasting; • our ability to assess the creditworthiness of our borrowers may be impaired if the models and approaches we use to select, manage, and underwrite loans become less predictive of future charge-offs; • the current administration may seek to implement a regulatory reform agenda that is significantly different than that of the prior administrations, impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies and potentially resulting in uncertainty, and, in addition, increased scrutiny of liquidity, interest‑rate risk management, digital‑asset‑related activities, and third‑party risk management could increase compliance costs or alter supervisory expectations; • ineffective monetary policy or other market conditions could cause rapid changes in interest rates and asset values that would have a materially adverse impact on our profitability and overall financial condition; • continued political gridlock or delays in federal budget appropriations could produce additional shutdowns that negatively affect household income, business activity, and the availability of timely federal economic reporting; • further erosion in the fiscal condition of the U.S.
The dashboard includes a mixture of trending and point-in-time metrics designed to provide information and analysis of workforce demographics, talent acquisition, workforce stability and total rewards and associate programs.
The dashboard includes a mixture of trending and point-in-time metrics designed to provide information and analysis of workforce demographics, talent acquisition, workforce stability, total rewards, and associate programs.
We are committed to fostering respect, belonging and individual potential, supporting, developing, and celebrating our workforce, and creating a high performing culture where all associates can thrive. We continuously assess the impact of our initiatives, programs and practices to uphold these commitments to our associates and Company.
We are committed to fostering respect, belonging and individual potential, supporting, developing, and celebrating our workforce, and creating a high-performing culture where all associates can thrive. We continuously assess the impact of our initiatives, programs and practices to uphold these commitments to our associates and the Company.
We engage our associates through various channels including written, digital and face-to-face communications with targeted audiences ranging from all associates to core leaders, teams and one-on-ones. We encourage continuous open communication with our associates and leaders where input is welcomed through an environment of mutual respect and trust.
We engage our associates through various channels including written, digital and face-to-face communications with targeted audiences ranging from all associates, core leaders, teams and one-on-ones. We encourage continuous open communication with our associates and leaders where input is welcomed through an environment of mutual respect and trust.
Reserves. Although the Bank is not a member of the Federal Reserve, it is subject to Federal Reserve regulations that require the Bank to maintain reserves against transaction accounts (primarily checking accounts). These reserve requirements are subject to annual adjustment by the Federal Reserve. Effective March 26, 2020, reserve requirement ratios were reduced to zero percent. Anti-Money Laundering .
Although the Bank is not a member of the Federal Reserve, it is subject to Federal Reserve regulations that require the Bank to maintain reserves against transaction accounts (primarily checking accounts). These reserve requirements are subject to annual adjustment by the Federal Reserve. Effective March 26, 2020, reserve requirement ratios were reduced to zero percent. Anti-Money Laundering .
Holders of our shares of common stock do not have preemptive rights. Additionally, sales of a substantial number of shares of our common stock in the public markets and the availability of those shares for sale could adversely affect the market price of our common stock.
Holders of our shares of common stock do not have preemptive rights. Additionally, sales of a substantial number of shares of our common stock in public markets and the availability of those shares for sale could adversely affect the market price of our common stock.
Additionally, our credit risk may be increased if the collateral we hold in connection with such transactions cannot be realized or can only be liquidated at prices that are not sufficient to cover the full amount of our financial exposure. Any such losses could have a material adverse effect on our financial condition and results of operations.
Our credit risk may be increased if the collateral we hold in connection with such transactions cannot be realized or can only be liquidated at prices that are not sufficient to cover the full amount of our financial exposure. Any such losses could have a material adverse effect on our financial condition and results of operations.
The Company has adopted and implemented an Information Security Program to comply with the regulatory cybersecurity guidance. Effective April 1, 2022, the federal banking agencies implemented a new rule that requires banks to notify their regulators within 36 hours of a “computer-security incident” that rises to the level of a “notification incident.” Refer to Part I, Item 1C.
The Company has adopted and implemented an Information Security Program to comply with the regulatory cybersecurity guidance. Effective April 1, 2022, the federal banking agencies implemented a rule that requires banks to notify their regulators within 36 hours of a “computer-security incident” that rises to the level of a “notification incident.” Refer to Part I, Item 1C.
The Volcker Rule also specifies certain limited activities in which we and our subsidiaries may continue to engage, and required us to implement a compliance program. Capital Requirements The Company and the Bank are required under federal law to maintain certain minimum capital levels based on ratios of capital to total assets and capital to risk-weighted assets.
The Volcker Rule also specifies certain limited activities in which we and our subsidiaries may continue to engage, and requires us to implement a compliance program. Capital Requirements The Company and the Bank are required under federal law to maintain certain minimum capital levels based on ratios of capital to total assets and capital to risk-weighted assets.
By engaging in our ARGs, associates can learn, celebrate, and offer support to one another, fostering stronger teams, increased productivity, and a culture of innovation. Launched in March 2023, the SheConnects ARG aims to establish an environment that empowers women to connect, learn, and uplift one another.
By engaging in our ARGs, associates can learn, celebrate, and support one another, fostering stronger teams, increased productivity, and a culture of innovation. Launched in March 2023, the SheConnects ARG aims to establish an environment that empowers women to connect, learn, and uplift one another.
The development and use of artificial intelligence (AI) presents risks and challenges that may adversely impact our business. The Company or its third-party (or fourth-party) vendors, clients or counterparties may develop or incorporate AI technology in certain business processes, services, or products. The development and use of AI presents a number of risks and challenges to the Company’s business.
The continued development and use of artificial intelligence (AI) presents risks and challenges that may adversely impact our business. The Company or its third-party (or fourth-party) vendors, clients or counterparties may develop or incorporate AI technology in certain business processes, services, or products. The development and use of AI presents a number of risks and challenges to the Company’s business.
These loans are typically closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions, and the availability of long-term financing to repay the construction loan in full. 8 Table of Contents Owner occupied loans for the development and improvement of real property to commercial customers to be used in their business operations are underwritten subject to normal commercial and industrial credit standards and are generally subject to project tracking processes, similar to those required for commercial real estate – income producing loans.
These loans are typically closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions, and the availability of long-term financing to repay the construction loan in full. 9 Table of Contents Owner occupied loans for the development and improvement of real property to commercial customers to be used in their business operations are underwritten subject to normal commercial and industrial credit standards and are generally subject to project tracking processes, similar to those required for commercial real estate – income producing loans.
The legal and regulatory environment relating to AI is uncertain and rapidly evolving, both in the U.S. and internationally, and includes regulatory schemes targeted specifically at AI as well as provisions in intellectual property, privacy, consumer protection, employment, and other laws applicable to the use of AI.
The legal and regulatory environment relating to AI is uncertain and rapidly evolving, both in the U.S. and internationally, and includes regulatory schemes targeted specifically at AI as well as provisions in intellectual property, privacy, cybersecurity, consumer protection, employment, and other laws applicable to the use of AI.
A depository institution’s holding company must guarantee any required capital restoration plan, up to an amount equal to the lesser of 5 percent of the depository institution’s assets at the time it becomes undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan.
A depository institution’s holding company must guarantee any required capital restoration plan, up to an amount equal to the lesser of 5% of the depository institution’s assets at the time it becomes undercapitalized or the amount of the capital deficiency when the institution fails to comply with the plan.
We have recently and plan to continue to make investments in technologies for sales and service, including mobile and online banking, as well as teller, customer service and loan origination platforms. These technologies and/or operational changes may lead to increased operational risk.
We have and plan to continue to make investments in technologies for sales and service, including mobile and online banking, as well as teller, customer service and loan origination platforms. These technologies and/or operational changes may lead to increased operational risk.
We face competition in our regional market areas from other commercial banks, savings associations, credit unions, mortgage banking firms, securities brokerage firms, mutual funds and insurance companies, and other financial institutions that offer similar services.
We face competition in our regional market areas from other commercial banks, savings associations, credit unions, mortgage banking firms, securities brokerage firms, mutual funds and insurance companies, fintechs and other financial institutions that offer similar services.
Our holding company’s nonbank subsidiary, Hancock Whitney Investment Services, Inc., provides customers access to fixed annuity and life insurance products, investment advisory services and also participates in select underwriting transactions, primarily for banking clients.
Our holding company’s nonbank subsidiary, Hancock Whitney Investment Services, Inc., provides customers with access to fixed annuity and life insurance products, investment advisory services and also participates in select underwriting transactions, primarily for banking clients.
In addition, we also employ enhanced due diligence on select customers, portfolios, industry sectors and concentrations for economic, weather or other risk events to foster alignment between credit risk appetite and concentration risk management.
In addition, we also employ enhanced due diligence on select customers, portfolios, industry sectors and concentrations for economic or other risk events to foster alignment between credit risk appetite and concentration risk management.
Supervision, regulation, and examination of the Company, the Bank, and our respective subsidiaries by the appropriate regulatory agencies, as described herein, are intended primarily for the protection of consumers, bank depositors and the Deposit Insurance Fund (DIF) of the FDIC, and the U.S. banking and financial system, rather than holders of our capital stock. 14 Table of Contents Bank Holding Company Regulation The Company is subject to extensive supervision and regulation by the Board of Governors of the Federal Reserve System (the Federal Reserve) pursuant to the Bank Holding Company Act of 1956, as amended (the BHC Act).
Supervision, regulation, and examination of the Company, the Bank, and our respective subsidiaries by the appropriate regulatory agencies, as described herein, are intended primarily for the protection of consumers, bank depositors and the Deposit Insurance Fund (DIF) of the FDIC, and the U.S. banking and financial system, rather than holders of our capital stock. 15 Table of Contents Bank Holding Company Regulation The Company is subject to extensive supervision and regulation by the Board of Governors of the Federal Reserve System (the Federal Reserve) pursuant to the Bank Holding Company Act of 1956, as amended (the BHC Act).
Internal risk ratings are updated as new information becomes available as a result of periodic reviews of credit quality, a change in borrower performance or approval of new loan exposure. 7 Table of Contents The Bank also has an independent credit review team to provide the Board of Directors and Executive Management with an independent review and monitoring system for evaluating the corporation’s credit quality and compliance with external regulations and internal policies, practices, and procedures related to credit risk exposure.
Internal risk ratings are updated as new information becomes available as a result of periodic reviews of credit quality, a change in borrower performance or approval of new loan exposure. 8 Table of Contents The Bank also has an independent credit review team to provide the Board of Directors and Executive Management with an independent review and monitoring system for evaluating the corporation’s credit quality and compliance with external regulations and internal policies, practices, and procedures related to credit risk exposure.
The Bank provides trust and investment management services to retirement plans, corporations and individuals and provides its customers access to investment advisory and brokerage products. We offer other services through bank and nonbank subsidiaries.
The Bank provides trust and investment management services to retirement plans, corporations and individuals and provides its customers with access to investment advisory and brokerage products. We offer other services through bank and nonbank subsidiaries.
Direct nonresidential consumer loans are made to finance the purchase of personal property, including automobiles, recreational vehicles and boats, and for other personal purposes (secured and unsecured), and deposit account secured loans.
Nonresidential consumer loans are made to finance the purchase of personal property, including automobiles, recreational vehicles and boats, and for other personal purposes (secured and unsecured), and deposit account secured loans.
Failure to successfully manage these risks in the development and implementation of new lines of business and/or new products or services could have a material adverse effect on our business and, in turn, our financial condition and results of operations. 33 Table of Contents We may not realize the expected benefits from our efficiency and growth initiatives, which could negatively impact our future profitability.
Failure to successfully manage these risks in the development and implementation of new lines of business and/or new products or services could have a material adverse effect on our business and, in turn, our financial condition and results of operations. 35 Table of Contents We may not realize the expected benefits from our efficiency and growth initiatives, which could negatively impact our future profitability.
Interest rates offered on interest-bearing deposits are determined based on a number of factors, including, but not limited to (1) interest rates offered in local markets by competitors, (2) current and expected economic conditions, (3) anticipated 9 Table of Contents future interest rates, (4) the expected amount and timing of funding needs, and (5) the availability and cost of alternative funding sources.
Interest rates offered on interest-bearing deposits are determined based on a number of factors, including, but not limited to (1) interest rates offered in local markets by competitors, (2) current and expected economic conditions, (3) anticipated future interest rates, (4) the expected amount and timing of funding needs, and (5) the availability and cost of alternative funding 10 Table of Contents sources.
Future regulatory actions and accounting changes could also have a material impact on assessments of goodwill for impairment. Adverse events or circumstances could impact the recoverability of our intangible assets, including significant loss of core deposits and/or customer relationships acquired in our trust and asset management transaction, and increased competition or adverse changes in the economy related to these products.
Future regulatory actions and accounting changes could also have a material impact on assessments of goodwill for impairment. Adverse events or circumstances could impact the recoverability of our intangible assets, including significant loss of core deposits and/or customer relationships acquired in our trust and asset management transactions, and increased competition or adverse changes in the economy related to these products.
In addition, and to a lesser degree, the Bank makes loans both regionally and nationally, generally through its specialty lines of business, including the equipment finance, commercial real estate and healthcare segments, often with sponsors in our market areas. We seek to provide quality loan products that are attractive to the borrower and profitable to the Bank.
In addition, and to a lesser degree, the Bank makes loans both regionally and nationally, generally through its specialty lines of business, including the equipment finance, commercial real estate and healthcare segments, often with sponsors in our market areas. We seek to provide quality loan products that are attractive to borrowers and profitable to the Bank.
The BHC Act requires every bank holding company to obtain the prior approval of the Federal Reserve or waiver of such prior approval before it (1) acquires ownership or control of any voting shares of any bank if, after such acquisition, such bank holding company will own or control more than five percent (5%) of any class of the voting shares of such bank, (2) acquires all of the assets of a bank, or (3) merges with any other bank holding company.
The BHC Act requires every bank holding company to obtain the prior approval of the Federal Reserve or waiver of such prior approval before it (1) acquires ownership or control of any voting shares of any bank if, after such acquisition, such bank holding company will own or control more than 5% of any class of the voting shares of such bank, (2) acquires all of the assets of a bank, or (3) merges with any other bank holding company.
The credit review staff assists in the early identification of credit problems and determines that corrective measures are being taken to reduce or avoid potential losses. This includes reviewing the activities of lending personnel to assure timely follow-up and corrective action for loans showing signs of deteriorating financial condition.
The credit review staff assists in the early identification of credit problems and determines that corrective measures are being taken to reduce or avoid potential losses. This includes reviewing the activities of lending personnel to allow for timely follow-up and corrective action for loans showing signs of deteriorating financial condition.
The following is a brief description of the relevant provisions of these capital rules and their potential impact on our capital levels. 16 Table of Contents The Company and the Bank are subject to the following risk-based capital ratios: a common equity Tier 1 (CET1) risk-based capital ratio, a Tier 1 risk-based capital ratio, which includes CET1 and additional Tier 1 capital, and a total risk-based capital ratio, which includes Tier 1 and Tier 2 capital.
The following is a brief description of the relevant provisions of these capital rules and their potential impact on our capital levels. 17 Table of Contents The Company and the Bank are subject to the following risk-based capital ratios: a common equity Tier 1 (CET1) risk-based capital ratio, a Tier 1 risk-based capital ratio, which includes CET1 and additional Tier 1 capital, and a total risk-based capital ratio, which includes Tier 1 and Tier 2 capital.
Under the regulations, if a regulator determines that a bank fails to meet any standards prescribed by the guidelines, the regulator may require the bank to submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans. 18 Table of Contents Examinations .
Under the regulations, if a regulator determines that a bank fails to meet any standards prescribed by the guidelines, the regulator may require the bank to submit an acceptable plan to achieve compliance, consistent with deadlines for the submission and review of such safety and soundness compliance plans. 19 Table of Contents Examinations .
Despite our ongoing investments in security resources, talent, and business practices, there is no guarantee that these measures will be adequate to safeguard against all data security breaches, system compromises or misuses of data. We rely on other companies to provide key components of our business infrastructure.
Despite our ongoing investments in security resources, talent, and business practices, there is no guarantee that these measures will be adequate to safeguard against all data security incidents, system compromises or misuses of data. We rely on other companies to provide key components of our business infrastructure.
In 2024, the Company’s human capital strategy continued to focus on evolving to meet the ever-changing needs of our associates and supporting various initiatives to improve operations and overall efficiency while maintaining our commitment to our clients, communities and shareholders. A strong and impactful human capital program begins at the top.
In 2025, the Company’s human capital strategy continued to focus on evolving to meet the ever-changing needs of our associates and supporting various initiatives to improve operations and overall efficiency while maintaining our commitment to our clients, communities and shareholders. A strong and impactful human capital program begins at the top.
While an impairment charge does not impact regulatory capital, it could have a material adverse effect on our results of operations. 32 Table of Contents Risks Related to Our Business Strategy We are subject to industry competition which may have an impact upon our success.
While an impairment charge does not impact regulatory capital, it could have a material adverse effect on our results of operations. 34 Table of Contents Risks Related to Our Business Strategy We are subject to industry competition which may have an impact upon our success.
In August 2023, the Able ARG was introduced to promote unity, facilitate meaningful conversations, and provide support for individuals with disabilities and their caregivers. The Black Professional Collaborative ARG, launched in 2024, creates avenues for professional growth, development, and support for African American/Black associates.
In August 2023, the Able ARG was introduced to promote unity, facilitate meaningful conversations, and provide support for individuals with disabilities and, when applicable, their caregivers. The Black Professional Collaborative ARG, launched in 2024, creates avenues for professional growth, development, and support for African American/Black associates.
Economic Sanctions . The Office of Foreign Assets Control (OFAC) is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and acts of Congress.
The Office of Foreign Assets Control (OFAC) is responsible for helping to ensure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and acts of Congress.
Further, the Company may rely on AI models developed by third parties, and, to that extent, would be dependent 31 Table of Contents in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which the Company may have limited visibility.
Further, the Company may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which the Company may have limited visibility.
Changes to U.S. trade policies, legislation, treaties and tariffs, including trade policies and tariffs affecting other countries, including China, the European Union, Canada and Mexico and retaliatory tariffs by such countries may adversely impact our business, financial condition and results of operations.
Changes to U.S. trade policies, legislation, treaties and tariffs, including trade policies and tariffs affecting other countries, including China, the European Union, Canada, Mexico, among others, and retaliatory tariffs by such countries may adversely impact our business, financial condition and results of operations.
The Company continues to enhance its learning opportunities with programs and experiences designed to listen and learn directly from the voices and experiences of our associates including Living Room Conversations, Cultural Tasting Series, Understanding Cultural Bias Training, and Associate Spotlights featuring New Associates, Women of Excellence, Random Acts of Kindness, and Living Our Core Values to help drive inclusive behaviors and inspire a growth mindset.
The Company continues to enhance its learning opportunities with programs and experiences designed to listen and learn directly from the voices and experiences of our associates including Living Room Conversations, Cultural Tasting Series, Understanding Cultural Bias Training, and Associate Spotlights featuring new associates, women of excellence, kindness, and for living our core values to help drive inclusive behaviors and inspire a growth mindset.
If the Federal Reserve were to apply the same or a very similar well-capitalized standard to bank holding companies as that applicable to the Bank, the Company’s capital ratios as of December 31, 2024 would exceed such revised well-capitalized standard.
If the Federal Reserve were to apply the same or a very similar well-capitalized standard to bank holding companies as that applicable to the Bank, the Company’s capital ratios as of December 31, 2025 would exceed such revised well-capitalized standard.
Our Board of Directors oversees our overall corporate strategy and sets the tone for our culture, values and high ethical standards, and through its Committees, holds management accountable for results. 10 Table of Contents The Board of Directors’ Compensation Committee expands beyond a traditional compensation-focused role to include oversight of all human capital management efforts within Hancock Whitney.
Our Board of Directors oversees our overall corporate strategy and sets the tone for our culture, values and high ethical standards, and through its committees, holds management accountable for results. The Board of Directors’ Compensation Committee expands beyond a traditional compensation-focused role to include oversight of all human capital management efforts within Hancock Whitney.
Through customized learning plans, associates are provided targeted resources in order to gain the knowledge and skills needed to successfully perform their duties in accordance with the Company’s practices. Associates also have access to a full suite of optional classes and self-directed resources to personalize career development and prioritize their unique needs and growth opportunities.
Through customized learning plans, associates are provided with targeted resources to help them gain the knowledge and skills needed to successfully perform their duties in accordance with the Company’s practices. Associates also have access to a full suite of optional classes and self-directed resources to personalize career development and prioritize their unique needs and growth opportunities.
The Bank has a rating of “Satisfactory” in its most recent CRA evaluation. On October 24, 2023, the OCC, Federal Reserve, and FDIC issued a final rule to modernize their respective CRA regulations.
The Bank has a rating of “Outstanding” in its most recent CRA evaluation. On October 24, 2023, the OCC, Federal Reserve, and FDIC issued a final rule to modernize their respective CRA regulations (2023 CRA Final Rule).
We are exposed to the risk that our borrowers will be unable to repay their loans in accordance with their terms and that any collateral securing the payment of their loans may not be sufficient to assure repayment.
We are exposed to the risk that our borrowers will be unable to repay their loans in accordance with their terms and that any collateral securing the payment of their loans may not be sufficient to ensure repayment.
Any of these could materially and adversely affect our results of operations, our financial condition, and/or our share price. However, the ever-evolving threats mean we and our third-party service providers and vendors must continually evaluate and adapt our respective systems and processes and overall security environment, as well as those of any companies we acquire.
Any of these could materially and adversely affect our results of operations, our financial condition, and/or our share price. However, the ever-evolving threats mean we and our 32 Table of Contents third-party service providers and vendors must continually evaluate and adapt our respective systems and processes and overall security environment, as well as those of any companies we acquire.
Trainings and communications are provided to educate and reinforce our safety and security protocols including safely accessing facilities and workspaces; safeguarding information and devices; and preventing, detecting, and reporting crimes and suspicious activities. Engagement We strive to create a culture of engagement where each associate knows they are important, valued, and can grow.
Trainings and communications are provided to educate and 13 Table of Contents reinforce our safety and security protocols including safely accessing facilities and workspaces; safeguarding information and devices; and preventing, detecting, and reporting crimes and suspicious activities. Associate Engagement We strive to create a culture of engagement where each associate knows they are important, valued, and can grow.
On October 22, 2024, the CFPB issued a final rule implementing section 1033 of the Dodd-Frank Act, providing consumers with more choices and direction of their own financial data.
Personal Financial Data Rights Rule. On October 22, 2024, the CFPB issued a final rule implementing section 1033 of the Dodd-Frank Act, providing consumers with more choices and direction of their own financial data.
The assessments of our financial reporting controls as of December 31, 2024 are included in this report under Item 9A. “Controls and Procedures.” Our failure to comply with these internal control rules may materially adversely affect our reputation, ability to obtain the necessary certifications to financial statements, and the value of our securities.
The assessments of our financial reporting controls as of December 31, 2025 are included in this report under Item 9A. “Controls and Procedures.” Our failure to comply with these internal control rules may materially adversely affect our reputation, ability to obtain the necessary certifications for financial statements, and the value of our securities.
Recognizing the development of our associates is critical to our success, the Company invests in resources so that associates have access to the tools needed to do their jobs effectively and succeed within the organization, including technical, skills-based, management and leadership programs, as well as formal talent, performance management and succession planning processes.
Recognizing the development of our associates is critical to our success, the Company invests in resources for associates to have access to the tools needed to do their jobs effectively and succeed within the organization, including technical, skills-based, management and leadership programs, as well as formal talent, performance management and succession planning processes.
The project’s failure to maintain compliance impacts our ability to realize these tax credits and other tax benefits, which may have a negative impact on our investment, and as a result, on our financial condition and results of operations. 28 Table of Contents Risks Related to the Financial Services Industry We must maintain adequate sources of funding and liquidity.
The project’s failure to maintain compliance impacts our ability to realize these tax credits and other tax benefits, which may have a negative impact on our investment, and as a result, on our financial condition and results of operations. Risks Related to the Financial Services Industry We must maintain adequate sources of funding and liquidity.
Bank holding companies are prohibited from acquiring or obtaining control of more than five percent (5%) of any class of voting interests of any company that engages in activities other than those activities permissible for bank holding companies.
Bank holding companies are prohibited from acquiring or obtaining control of more than 5% of any class of voting interests of any company that engages in activities other than those activities permissible for bank holding companies.
"Cybersecurity" for further discussion. Risk-retention rules . Banks that sponsor the securitization of asset-backed securities are generally required to retain not less than 5% of the credit risk of any loan they securitize, except for residential mortgages that meet certain low-risk standards. Debit Interchange Fees.
"Cybersecurity" for further discussion. Risk-retention rules . Banks that sponsor the securitization of asset-backed securities are generally required to retain not less than 5% of the credit risk of any loan they securitize, except for residential mortgages that meet certain low-risk standards. 23 Table of Contents Debit Interchange Fees.
Our credit risk with respect to our commercial and consumer loan portfolios depends on the general creditworthiness of businesses and individuals within our local markets. We make various assumptions and judgments about the collectability of our loan portfolio and provide an allowance for estimated credit losses based on a number of factors.
Our credit risk with respect to our commercial and consumer loan portfolios depends on the general creditworthiness of businesses and individuals within our local markets. 30 Table of Contents We make various assumptions and judgments about the collectability of our loan portfolio and provide an allowance for estimated credit losses based on a number of factors.
We believe that these measures position the Bank to meet the credit needs of businesses and consumers in the markets we serve while pursuing a balanced strategy of loan profitability, growth and credit quality. The following describes the underwriting procedures of the lending function and presents our principal categories of loans.
We believe that these measures position the 7 Table of Contents Bank to meet the credit needs of businesses and consumers in the markets we serve while pursuing a balanced strategy of loan profitability, growth and credit quality. The following describes the underwriting procedures of the lending function and presents our principal categories of loans.
Also, the Federal Reserve may require bank holding companies, including the Company, to maintain capital ratios substantially in excess of mandated minimum levels, depending upon general economic conditions and a bank holding company’s particular condition, risk profile and growth plans. 17 Table of Contents Throughout 2024, the Company’s and the Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the capital conservation buffer requirements.
Also, the Federal Reserve may require bank holding companies, including the Company, to maintain capital ratios substantially in excess of mandated minimum levels, depending upon general economic conditions and a bank holding company’s particular condition, risk profile and growth plans. 18 Table of Contents Throughout 2025, the Company’s and the Bank’s regulatory capital ratios were above the applicable well-capitalized standards and met the capital conservation buffer requirements.
Based on current estimates, we believe that the Company and the Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer in 2025.
Based on current estimates, we believe that the Company and the Bank will continue to exceed all applicable well-capitalized regulatory capital requirements and the capital conservation buffer in 2026.
Final authority and responsibility for all aspects of the conduct of investment activities rests with the Board Risk Committee, all in accordance with the overall guidance and limitations of the investment policy. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Enterprise Risk Management,” for further discussion.
Final authority and responsibility for all aspects of the conduct of investment activities rests with the Board Risk Committee, all in accordance with the overall guidance and limitations of the investment policy. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Enterprise Risk Management,” for further discussion of the Company's risk management structure and governance.
We have instituted measures to ensure that our incentive compensation plans do not encourage inappropriate risks, consistent with three key principles—that incentive compensation arrangements should appropriately balance risk and financial rewards, be compatible with effective controls and risk management, and be supported by strong corporate governance.
We have instituted measures so that our incentive compensation plans do not encourage inappropriate risks, consistent with three key principles—that incentive compensation arrangements should appropriately balance risk and financial rewards, be compatible with effective controls and risk management, and be supported by strong corporate governance.
Further, the Foreign Corrupt Practices Act makes it unlawful to make payments to foreign government officials to assist in obtaining or retaining business. 22 Table of Contents The Company and the Bank have implemented a Code of Business Ethics that governs the behavior of its officers, employees, and directors.
Further, the Foreign Corrupt Practices Act makes it unlawful to make payments to foreign government officials to assist in obtaining or retaining business. The Company and the Bank have implemented a Code of Business Ethics that governs the behavior of its officers, employees, and directors.
This is accomplished by its open-market operations in U.S. government securities, adjustments in the amount of reserves that financial institutions are required to maintain and adjustments to the discount rates on borrowings and target rates for federal funds transactions.
This is accomplished by its open-market operations in U.S. government securities, adjustments in the amount of reserves that financial institutions are required to maintain and adjustments 24 Table of Contents to the discount rates on borrowings and target rates for federal funds transactions.
We continually work to provide a consistent lending process across our banking footprint, to strengthen the underwriting criteria we employ to evaluate new loans and loan renewals, and to 6 Table of Contents diversify our loan portfolio in terms of type, industry and geographical concentration.
We continually work to provide a consistent lending process across our banking footprint, to strengthen the underwriting criteria we employ to evaluate new loans and loan renewals, and to diversify our loan portfolio in terms of type, industry and geographical concentration.
These nontraditional financial service providers have been successful in developing digital and other products and services that effectively compete with traditional banking services, but are in some cases subject to fewer regulatory restrictions than banks and bank holding companies, allowing them to operate with greater flexibility and lower cost structures.
These nontraditional 14 Table of Contents financial service providers have been successful in developing digital and other products and services that effectively compete with traditional banking services, but are in some cases subject to fewer regulatory restrictions than banks and bank holding companies, allowing them to operate with greater flexibility and lower cost structures.
We operate primarily in southern and central Mississippi; southern and central Alabama; northwest, central and southern Louisiana; the northern, central and panhandle regions of Florida; certain areas of east and northeast Texas; and the metropolitan areas of Nashville, Tennessee and Atlanta, Georgia. At December 31, 2024, we had 180 banking locations and 223 ATMs across our footprint.
We operate primarily in southern and central Mississippi; southern and central Alabama; northwest, central and southern Louisiana; the northern, central and panhandle regions of Florida; certain areas of east and northeast Texas; and the metropolitan areas of Nashville, Tennessee and Atlanta, Georgia. At December 31, 2025, we had 180 banking locations and 221 ATMs across our footprint.
Our common stock is listed and traded on the NASDAQ Global Select Market. If our capital resources are inadequate to meet our capital requirements in the future, we may need to raise additional debt or equity capital. If conditions in the capital markets are not favorable, we may be constrained in raising capital.
Our common stock is listed and traded on the NASDAQ Global Select Market. If our capital resources are inadequate to meet our capital requirements in the future, we may need to raise additional debt or equity capital. If conditions in the capital markets are not 29 Table of Contents favorable, we may be constrained in raising capital.
In addition, while expense control continues to be a top focus for us, management also expects to continue to make strategic investments in technology that are expected to improve our customer experience and support future growth, which will require an increase in expenditures.
In addition, while expense control continues to be a top focus for us, management also expects to continue to make strategic investments in technology and other revenue-generating initiatives that are expected to improve our customer experience and support future growth, which will require an increase in expenditures.
Such a sale would generally be subject to certain federal and/or state regulatory approvals, and may not be able to generate gains on sale or related increases in stockholders’ equity commensurate with desirable levels. 34 Table of Contents In addition to the acquisition of existing financial institutions, as opportunities arise, we may explore de novo branching as a part of our internal growth strategy and possibly enter into new markets through de novo branching.
Such a sale would generally be subject to certain federal and/or state regulatory approvals, and may not be able to generate gains on sale or related increases in stockholders’ equity commensurate with desirable levels. 36 Table of Contents In addition to the acquisition of existing financial institutions, as opportunities arise, we are currently and may continue to explore de novo branching as a part of our internal growth strategy and enter into new markets through de novo branching.
The sale of fixed-rate mortgage loans allows the Bank to manage the interest rate risks related to such lending operations. Consumer Consumer loans include second lien mortgage home loans, home equity lines of credit and nonresidential consumer purpose loans. Nonresidential consumer loans include both direct and indirect loans.
The sale of fixed-rate mortgage loans allows the Bank to manage the interest rate risks related to such lending operations. Consumer Consumer loans include second lien mortgage home loans, home equity lines of credit and nonresidential consumer purpose loans.
On September 17, 2024, the FDIC approved the Final Statement of Policy on Bank Merger Transactions which, if it remains in place, will result in additional scrutiny, including heightened financial stability analysis, to mergers that result in a large insured depository institution with more than $100 billion in total assets, public meetings for mergers that result in insured depository institutions with $50 billion or more in total assets, and board briefings for applications over 270 days old.
On September 17, 2024, the FDIC approved the Final Statement of Policy on Bank Merger Transactions (2024 Statement of Policy) which, if it remained in place, would have resulted in additional scrutiny, including heightened financial stability analysis, to mergers that result in a large insured depository institution with more than $100 billion in total assets, public meetings for mergers that result in insured depository institutions with $50 billion or more in total assets, and board briefings for applications over 270 days old.
Increases in funding, deposit insurance or other costs as a result of these types of events 27 Table of Contents have and could in the future materially adversely affect our financial condition and results of operations.
Increases in funding, deposit insurance or other costs as a result of these types of events have and could in the future materially adversely affect our financial condition and results of operations.
Although we have 30 Table of Contents information security procedures and controls in place, certain of our technologies, systems, networks, and clients’ devices and software have in the past and in the future likely will continue to be the target of cyber-attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, use, loss, change or destruction of our or our clients’ confidential, proprietary and other information (including personal identifying information of individuals), or otherwise disrupt our or our clients’ or other third parties’ business operations.
Although we have information security procedures and controls in place, certain of our technologies, systems, networks, and clients’ devices and software have in the past and in the future likely will continue to be the target of cyber-attacks or information security incidents that could result in the unauthorized access, release, gathering, monitoring, use, loss, change or destruction of our or our clients’ confidential, proprietary and other information (including personal identifying information of individuals), or otherwise disrupt our or our clients’ or other third parties’ business operations.
If we find a name on any transaction, account or wire transfer that is on an OFAC list, we must undertake certain specified activities, which could include blocking or freezing the account or transaction requested, and we must notify the appropriate authorities. 20 Table of Contents Concentrations in Lending.
If we find a name on any transaction, account or wire transfer that is on an OFAC list, we must undertake certain specified activities, which could include blocking or freezing the account or transaction requested, and we must notify the appropriate authorities. Concentrations in Lending.
We compete with many forms of payments offered by both bank and non-bank providers, including a variety of new and evolving alternative payment mechanisms, systems and products, such as aggregators and web-based and wireless payment platforms or technologies, digital or “crypto” currencies, prepaid systems and payment services targeting users of social networks, communications platforms and online gaming.
We compete with many forms of payments offered by both bank and non-bank providers, including a variety of new and evolving alternative payment mechanisms, systems and products, such as aggregators and web-based and wireless payment platforms or technologies, digital or “crypto” currencies, including but not limited to stablecoins, prepaid systems and payment services targeting users of social networks, communications platforms and online gaming.
The continuing consolidation within the financial services industry is leading to larger, better capitalized and geographically diverse institutions with enhanced product and technology capabilities. In addition to competition from fintechs, certain technology companies are working to provide financial services directly to their customers.
The continuing consolidation within the financial services industry is leading to larger, better capitalized and geographically diverse institutions with enhanced product and technology capabilities. In addition to competition from fintechs and other emerging digital platforms, certain technology companies are working to provide financial services directly to their customers.
If any of these representations and warranties are incorrect, we may be required to indemnify the purchaser for any 29 Table of Contents related losses, or we may be required to repurchase part or all of the affected loans.
If any of these representations and warranties are incorrect, we may be required to indemnify the purchaser for any related losses, or we may be required to repurchase part or all of the affected loans.
In March 2023, the CFPB issued a final rule to implement Section 1071 of the Dodd-Frank Act, which requires lenders to collect, and report information about lending to “women owned, minority-owned and small businesses.” This rule is due to take effect in stages depending upon lending volume of the depository institution beginning in 2025.
In March 2023, the CFPB issued a final rule to implement Section 1071 of the Dodd-Frank Act, which requires lenders to collect, and report information about lending to “women owned, minority-owned and small businesses.” This rule was due to take effect in stages depending upon lending volume of the depository institution as early as 2025.
Such factors have and may continue to be caused by events that are difficult to predict in respect to nature, timing, duration and severity. 25 Table of Contents Volatility in global financial markets, including, but not limited to inflation and governmental responses thereto, recessionary concerns, wars and other ongoing global conflicts, may continue to have a spillover effect that could ultimately impair the performance of the U.S. economy and, in turn, our results of operations and financial condition.
Such factors have and may continue to be caused by events that are difficult to predict with respect to nature, timing, duration and severity. 26 Table of Contents Volatility in global financial markets, including, but not limited to inflation and governmental responses thereto, recessionary concerns, wars and other ongoing global conflicts, regime changes, tariffs and retaliatory tariffs, may continue to have a spillover effect that could ultimately impair the performance of the U.S. economy and, in turn, our results of operations and financial condition.
The pledging of collateral, monitoring and management reporting represents additional operational requirements for the Bank. Public fund deposits are more volatile than other core deposits because they tend to be price sensitive and have large balances.
The pledging of collateral, monitoring and management reporting represents additional operational requirements for the Bank. Public fund deposits are more volatile than other core deposits because they tend to be price sensitive, have large balances, and are subject to seasonal balance changes.
In the future, these attacks may result in unauthorized individuals obtaining material access to our confidential information or that of our clients, or otherwise materially accessing, damaging, or disrupting our systems or infrastructure. To date, we have seen no material adverse impact on our business or operations from cyber-attacks or events.
In the future, these attacks may result in unauthorized individuals obtaining access to our confidential information or that of our clients, or otherwise materially accessing, damaging, or disrupting our systems or infrastructure, or those of our third-party service providers. To date, we have seen no material adverse impact on our business or operations from cyber-attacks or events.
Workforce Demographics As of December 31, 2024, the Company had 3,476 full-time equivalent associates, predominately located in our core footprint of Mississippi, Louisiana, Alabama, Florida, Texas and Tennessee, compared to 3,591 associates as of December 31, 2023.
Workforce Demographics As of December 31, 2025, the Company had 3,627 full-time equivalent associates, predominately located in our core footprint of Mississippi, Louisiana, Alabama, Florida, Texas and Tennessee, compared to 3,476 associates as of December 31, 2024.
The banking agencies 36 Table of Contents have 60 days to act on the notice, and take into account several factors, including the resources of the acquirer and the antitrust effects of the acquisition.
The banking agencies have 60 days to act on the notice, and take into account several factors, including the resources of the acquirer and the antitrust effects of the acquisition.
Beginning in early 2022 and continuing into 2023, the Federal Reserve raised interest rates aggressively to combat inflation. Beginning in the third quarter of 2024, the Federal Reserve began slowly decreasing interest rates, with future interest rate changes, either increases or decreases uncertain, and dependent on the Federal Reserve’s assessment of economic conditions and inflation.
Beginning in early 2022 and continuing into 2023, the Federal Reserve raised interest rates aggressively to combat inflation. Beginning in the third quarter of 2024, and continuing throughout 2025, the Federal Reserve slowly decreased interest rates, with future interest rate changes, either increases or decreases uncertain, and dependent on the Federal Reserve’s assessment of economic conditions and inflation.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

14 edited+1 added−2 removed13 unchanged
Biggest change“Risk Factors” in this document for further discussion of the risks associated with an interruption or breach in our information systems or infrastructure. Cybersecurity Governance Our Board of Directors is responsible for overseeing the Company’s business and affairs, including risks associated with cybersecurity threats.
Biggest changeWe face risks from certain cybersecurity threats that, if realized, are reasonably 41 Table of Contents likely to materially affect our business strategy , results of operations or financial condition. See Item 1A. “Risk Factors” in this document for further discussion of the risks associated with an interruption or breach in our information systems or infrastructure.
Impacts of Cybersecurity Incidents To date, the Company has no knowledge that we have experienced a cybersecurity incident that has or is reasonably likely to have a material impact on our business strategy, results of operations, or financial condition.
Impacts of Cybersecurity Incidents To date, the Company has no knowledge that we have experienced a cybersecurity incident or breach that has or is reasonably likely to have a material impact on our business strategy, results of operations, or financial condition.
This process is led by the Vendor Management team and includes participation of dedicated information security resources. Third-party service providers processing sensitive data are contractually required to meet applicable legal and regulatory obligations to protect sensitive data against cybersecurity threats and unauthorized access to the sensitive data.
This process is led by the Third-Party Risk Management team and includes participation of dedicated information security resources. Third-party service providers processing sensitive data are contractually required to meet applicable legal and regulatory obligations to protect sensitive data against cybersecurity threats and unauthorized access to the sensitive data.
We communicate this responsibility to associates upon hiring and regularly throughout their employment. We require each associate to complete training to 38 Table of Contents protect the confidentiality of client information at the time of hire and during each year of employment. Associates must successfully pass a test to demonstrate understanding of these requirements and provide acknowledgement of their responsibilities.
We communicate this responsibility to associates upon hiring and regularly throughout their employment. We require each associate to complete training to protect the confidentiality of client information at the time of hire and during each year of employment. Associates must successfully pass a test to demonstrate understanding of these requirements and provide acknowledgement of their responsibilities.
Prior experience includes senior security roles in large government agencies and Fortune 200 companies. He has spoken at area colleges and various industry events about information security. He holds a degree in electrical engineering, is a graduate of banking school, and maintains several industry certifications.
Prior experience includes senior security roles in large government agencies and Fortune 200 companies. He has spoken at area colleges and various industry events about information security. He holds a degree in electrical engineering, is a graduate of banking school, and maintains several industry certifications. 42 Table of Contents
After contract executions, third-party service providers deemed critical by our vendor management office undergo ongoing monitoring to ensure they continue to meet their security obligations and other potential cybersecurity threats.
After contract executions, third-party service providers deemed critical by our Third-Party Risk Management team undergo ongoing monitoring to ensure they continue to meet their security obligations and other potential cybersecurity threats.
The CISO is a member of the Company’s Corporate Operations group and reports to our Chief Information Officer, who reports to our Head of Operations, Technology and Products, who in turn reports to our Chief Operating Officer. Our CISO has cybersecurity experience spanning more than two decades.
The CISO is a member of the Company’s Corporate Operations group and reports to our Chief Information Officer, who reports to our Head of Operations, Technology and Products, who in turn reports to our Chief Operating Officer.
In this role, the CISO manages the Company’s information security and day-to-day cybersecurity operations and supports the information security risk oversight responsibilities of the Board and its committees.
In this role, the CISO manages the Company’s information technology governance, risk, and compliance program, cybersecurity operations, business continuity, crisis management and supports the information security and technology risk oversight responsibilities of the Board and its committees.
The Board oversees the Company’s corporate risk governance processes primarily through its committees, and oversight of cybersecurity threats is delegated primarily to our Board Risk Committee. The Board also periodically designates directors as its cybersecurity contact points. Our Chief Operating Officer facilitates the involvement of these designated directors in oversight of potentially significant cybersecurity incidents.
Cybersecurity Governance Our Board of Directors is responsible for overseeing the Company’s business and affairs, including risks associated with cybersecurity threats. The Board oversees the Company’s corporate risk governance processes primarily through its committees, and oversight of cybersecurity threats is delegated primarily to our Board Risk Committee. The Board also periodically designates directors as its cybersecurity contact points.
Despite our efforts, there can be no assurance that our cybersecurity risk management processes and measures described will be fully implemented, complied with, or effective in protecting our systems and information. We face risks from certain cybersecurity threats that, if realized, are reasonably likely to materially affect our business strategy , results of operations or financial condition. See Item 1A.
Despite our efforts, there can be no assurance that our cybersecurity risk management processes and measures described will be fully implemented, complied with, or effective in protecting our systems and information.
The Company’s CISO directs our information security program and the Director of Enterprise IT Risk directs our information technology risk management. Led by our CISO and Director of Enterprise IT Risk, a team of dedicated security professionals examines risks to the Company’s information systems and assets, designs and implements security solutions, monitors the environment and provides immediate responses to threats.
The Board Risk Committee provides reports to the full Board on the Company’s information security program on an annual basis. The Company’s CISO directs our information security program, supported by a team of dedicated security professionals that examine risks to the Company’s information systems and assets, design and implement security solutions, monitor the environment and provide immediate responses to threats.
The current directors designated as cybersecurity contacts are Chairman Jerry Levens, Board Risk Committee Chair Frank Bertucci, and Suzette Kent. The Risk Committee oversees the management process associated with cybersecurity risk. Cybersecurity matters and assessments are regularly included in Board Risk Committee meetings. The Board Risk Committee has primary responsibility for overseeing the Company’s comprehensive Enterprise Risk Management program.
Our Chief Operating Officer facilitates the involvement of these designated directors in oversight of potentially significant cybersecurity incidents. The current directors designated as cybersecurity contacts are Chairman Jerry Levens, Board Risk Committee Chair Frank Bertucci, and Suzette Kent. The Risk Committee oversees the management process associated with cybersecurity risk.
The Enterprise Risk Management program assists senior management in identifying, assessing, monitoring, and managing risk, including cybersecurity risk, in a rapidly changing 39 Table of Contents environment. The Board Risk Committee provides reports to the full Board on the Company’s information security program on an annual basis.
Cybersecurity matters and assessments are regularly included in Board Risk Committee meetings. The Board Risk Committee has primary responsibility for overseeing the Company’s comprehensive Enterprise Risk Management program. The Enterprise Risk Management program assists senior management in identifying, assessing, monitoring, and managing risk, including cybersecurity risk, in a rapidly changing environment.
The subcommittee provides regular reports to the Operations Committee and, ultimately, the Board Risk Committee through the CISO. Together, our CISO and Director of Enterprise IT Risk co-lead the Company’s IT Risk Governance Committee. Our CISO is responsible for the Company’s information security program.
The subcommittee provides regular reports to the Operations Committee and, ultimately, the Board Risk Committee through the CISO. Our CISO leads the Company’s IT Risk Governance Committee. Our Board of Directors oversees the Company’s use of Artificial Intelligence (AI). Management has established an AI Working Group, which includes representatives from Legal, Compliance, Risk, and Information Technology.
Removed
Our Director of Enterprise IT Risk is responsible for the Company’s information technology governance, risk, and compliance program. In this role, the Director of Enterprise IT Risk provides independent oversight of information technology risk, promotes effective challenge to the Company’s information technology systems, and ensures that high level risks receive appropriate attention.
Added
This Working Group reports to the IT Risk Governance Committee and is responsible for the approval of AI use cases, ensuring alignment with our Company’s core values and for the evolving risks around AI. Our cybersecurity program tracks AI-driven threats while also leveraging AI tools to enhance our security posture. Our CISO has cybersecurity experience spanning more than two decades.
Removed
The Director of Enterprise IT Risk is a member of the Company’s Corporate Risk Management Group and reports to our Chief Risk Officer, who in turn reports to our CEO. Our Director of Enterprise IT Risk has over two decades of business continuity, crisis management and risk experience in the financial services industry and maintains related industry certifications.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeSome of these properties were acquired in transactions before 1979 and are carried at nominal amounts on our balance sheet and reflected income of $0.1 million in our 2024 operating results. 40 Table of Contents
Biggest changeSome of these properties were acquired in transactions before 1979 and are carried at nominal amounts on our balance sheet and reflected net income of $0.6 million in our 2025 operating results.
The Company operates 180 full-service banking and financial services offices and 223 automated teller machines across our market, primarily in the Gulf south corridor, including southern and central Mississippi; southern and central Alabama; southern, central and northwest Louisiana; the northern, central, and panhandle regions of Florida; and certain areas of east and northeast Texas.
The Company operates 180 full-service banking and financial services offices and 221 automated teller machines across our market, primarily in the Gulf south corridor, including southern and central Mississippi; southern and central Alabama; southern, central and northwest Louisiana; the northern, central, and panhandle regions of Florida; and certain areas of east and northeast Texas.
Additionally, the Company operates combined loan and deposit production offices in the metropolitan areas of Nashville, Tennessee and Atlanta, Georgia. The Company owns over 75% of these facilities, and the remaining banking facilities are subject to leases, each of which we consider reasonable and appropriate for its location.
Additionally, the Company operates combined loan and deposit production offices in the metropolitan areas of Nashville, Tennessee and Atlanta, Georgia. The Company owns over 70% of these facilities, and the remaining banking facilities are subject to leases, each of which we consider reasonable and appropriate for its location.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMINE SAFETY DISCLOSURES Not applicable. 41 Table of Contents PART II
Biggest changeMINE SAFETY DISCLOSURES Not applicable. 43 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

37 edited+30 added−26 removed24 unchanged
Biggest changeConsolidated Financial Results ( in thousands, except per share data ) 2024 2023 2022 Income Statement: Interest income (a) $ 1,692,991 $ 1,620,497 $ 1,137,063 Interest income (te) (b) 1,704,077 1,631,604 1,147,411 Interest expense 611,070 522,898 87,060 Net interest income (te) 1,093,007 1,108,706 1,060,351 Provision for credit losses 52,167 59,103 (28,399 ) Noninterest income 364,129 288,480 331,486 Noninterest expense 819,910 836,848 750,692 Income before income taxes 573,973 490,128 659,196 Income tax expense 113,158 97,526 135,107 Net income $ 460,815 $ 392,602 $ 524,089 Supplemental disclosure items - included above, pre-tax Included in noninterest income: Loss on securities portfolio restructure $ — $ (65,380 ) $ — Gain on sale of parking facility — 16,126 — Included in noninterest expense: FDIC special assessment 3,800 26,123 — Balance Sheet Data: Period end balance sheet data Loans $ 23,299,447 $ 23,921,917 $ 23,114,046 Earning assets 31,857,841 32,175,097 31,873,027 Total assets 35,081,785 35,578,573 35,183,825 Noninterest-bearing deposits 10,597,461 11,030,515 13,645,113 Total deposits 29,492,851 29,690,059 29,070,349 Stockholders' equity 4,127,636 3,803,661 3,342,628 Average balance sheet data Loans $ 23,630,743 $ 23,594,579 $ 21,915,393 Earning assets 32,422,554 33,160,791 32,498,213 Total assets 34,912,199 35,633,442 35,059,178 Noninterest-bearing deposits 10,491,504 11,919,234 14,298,022 Total deposits 29,168,855 29,478,481 29,497,470 Stockholders' equity 3,951,871 3,528,911 3,405,206 Common Shares Data: Earnings per share - basic $ 5.30 $ 4.51 $ 6.00 Earnings per share - diluted 5.28 4.50 5.98 Cash dividends per common share 1.50 1.20 1.08 Book value per share (period end) 47.93 44.05 38.89 Tangible book value per share (period end) 37.58 33.63 28.29 Weighted-average number of shares - diluted 86,648 86,423 86,394 Period end number of shares 86,124 86,345 85,941 Performance and other data: Return on average assets 1.32 % 1.10 % 1.49 % Return on average common equity 11.66 % 11.13 % 15.39 % Return on average tangible common equity 15.08 % 14.97 % 21.07 % Tangible common equity (c) 9.47 % 8.37 % 7.09 % Tier 1 common equity 14.14 % 12.33 % 11.41 % Net interest margin (te) 3.37 % 3.34 % 3.26 % Noninterest income as a percentage of total revenue (te) 24.99 % 20.65 % 23.82 % Efficiency ratio (d) 55.36 % 55.25 % 52.93 % Allowance for loan loss as a percentage of total loans 1.37 % 1.29 % 1.33 % Allowance for credit loss as a percentage of total loans 1.47 % 1.41 % 1.48 % Annualized net charge-offs to average loans 0.19 % 0.27 % 0.01 % Nonaccrual assets as a percentage of loans, ORE and foreclosed assets 0.54 % 0.26 % 0.18 % FTE headcount 3,476 3,591 3,627 47 Table of Contents ($ in thousands ) 2024 2023 2022 Reconciliation of pre-provision net revenue (te) and adjusted pre-provision net revenue (te) (non-GAAP measures) (e) Net income (GAAP) $ 460,815 $ 392,602 $ 524,089 Provision for credit losses 52,167 59,103 (28,399 ) Income tax expense 113,158 97,526 135,107 Pre-provision net revenue 626,140 549,231 630,797 Taxable equivalent adjustment 11,086 11,107 10,348 Pre-provision net revenue (te) 637,226 560,338 641,145 Adjustments from supplemental disclosure items Loss on securities portfolio restructure — 65,380 — Gain on sale of parking facility — (16,126 ) — FDIC special assessment 3,800 26,123 — Adjusted pre-provision net revenue (te) $ 641,026 $ 635,715 $ 641,145 Reconciliation of revenue (te), adjusted revenue (te) and efficiency ratio (non-GAAP measures) (e) Net interest income $ 1,081,921 $ 1,097,599 $ 1,050,003 Noninterest income 364,129 288,480 331,486 Total GAAP revenue 1,446,050 1,386,079 1,381,489 Taxable equivalent adjustment 11,086 11,107 10,348 Total revenue (te) 1,457,136 1,397,186 1,391,837 Adjustments from supplemental disclosure items Loss on securities portfolio restructure — 65,380 — Gain on sale of parking facility — (16,126 ) — Adjusted revenue $ 1,457,136 $ 1,446,440 $ 1,391,837 GAAP noninterest expense $ 819,910 $ 836,848 $ 750,692 Amortization of intangibles (9,413 ) (11,556 ) (14,033 ) Adjustments from supplemental disclosure items FDIC special assessment (3,800 ) (26,123 ) — Adjusted noninterest expense $ 806,697 $ 799,169 $ 736,659 Efficiency ratio (d) 55.36 % 55.25 % 52.93 % (a) Interest income includes the net impact of discount accretion and premium amortization arising from business combinations totaling $2.1 million, $2.4 million, and $4.7 million for the years ended December 31, 2024, 2023 and 2022, respectively .
Biggest changeConsolidated Financial Results ( in thousands, except per share data ) 2025 2024 2023 Income Statement: Interest income (a) $ 1,614,620 $ 1,692,991 $ 1,620,497 Interest income (te) (b) 1,624,998 1,704,077 1,631,604 Interest expense 505,848 611,070 522,898 Net interest income (te) 1,119,150 1,093,007 1,108,706 Provision for credit losses 51,183 52,167 59,103 Noninterest income 406,447 364,129 288,480 Noninterest expense 851,641 819,910 836,848 Income before income taxes 612,395 573,973 490,128 Income tax expense 126,322 113,158 97,526 Net income $ 486,073 $ 460,815 $ 392,602 Supplemental disclosure items - included above, pre-tax Included in noninterest income: Loss on securities portfolio restructure $ — $ — $ (65,380 ) Gain on sale of parking facility — — 16,126 Included in noninterest expense: Sabal Trust Company acquisition expense 5,911 — — FDIC special assessment — 3,800 26,123 Balance Sheet Data: Period end balance sheet data: Loans $ 23,958,440 $ 23,299,447 $ 23,921,917 Earning assets 32,218,663 31,857,841 32,175,097 Total assets 35,472,762 35,081,785 35,578,573 Noninterest-bearing deposits 10,374,991 10,597,461 11,030,515 Total deposits 29,279,774 29,492,851 29,690,059 Stockholders' equity 4,460,117 4,127,636 3,803,661 Average balance sheet data: Loans $ 23,366,808 $ 23,630,743 $ 23,594,579 Earning assets 32,230,774 32,422,554 33,160,791 Total assets 34,717,808 34,912,199 35,633,442 Noninterest-bearing deposits 10,191,859 10,491,504 11,919,234 Total deposits 28,677,400 29,168,855 29,478,481 Stockholders' equity 4,314,183 3,951,871 3,528,911 Common Shares Data: Earnings per share - basic $ 5.70 $ 5.30 $ 4.51 Earnings per share - diluted 5.67 5.28 4.50 Cash dividends per common share 1.80 1.50 1.20 Book value per share (period end) 54.22 47.93 44.05 Tangible book value per share (period end) 42.16 37.58 33.63 Weighted average number of shares - diluted 85,440 86,648 86,423 Period end number of shares 82,259 86,124 86,345 Performance and other data: Return on average assets 1.40 % 1.32 % 1.10 % Return on average common equity 11.27 % 11.66 % 11.13 % Return on average tangible common equity 14.49 % 15.08 % 14.97 % Tangible common equity (c) 10.06 % 9.47 % 8.37 % Tier 1 common equity 13.65 % 14.14 % 12.33 % Net interest margin (te) 3.47 % 3.37 % 3.34 % Noninterest income as a percentage of total revenue (te) 26.64 % 24.99 % 20.65 % Efficiency ratio (d) 54.78 % 55.36 % 55.25 % Allowance for loan loss as a percentage of total loans 1.28 % 1.37 % 1.29 % Allowance for credit loss as a percentage of total loans 1.43 % 1.47 % 1.41 % Annualized net charge-offs to average loans 0.22 % 0.19 % 0.27 % Nonaccrual assets as a percentage of loans, ORE and foreclosed assets 0.51 % 0.54 % 0.26 % Full time equivalent headcount 3,627 3,476 3,591 49 Table of Contents ($ in thousands ) 2025 2024 2023 Reconciliation of pre-provision net revenue (te) and adjusted pre-provision net revenue (te) (non-GAAP measures) (e) Net income (GAAP) $ 486,073 $ 460,815 $ 392,602 Provision for credit losses 51,183 52,167 59,103 Income tax expense 126,322 113,158 97,526 Pre-provision net revenue 663,578 626,140 549,231 Taxable equivalent adjustment 10,378 11,086 11,107 Pre-provision net revenue (te) 673,956 637,226 560,338 Adjustments from supplemental disclosure items Sabal Trust Company acquisition expense 5,911 — — Loss on securities portfolio restructure — — 65,380 Gain on sale of parking facility — — (16,126 ) FDIC special assessment — 3,800 26,123 Adjusted pre-provision net revenue (te) $ 679,867 $ 641,026 $ 635,715 Reconciliation of revenue (te), adjusted revenue (te) and efficiency ratio (non-GAAP measures) (e) Net interest income $ 1,108,772 $ 1,081,921 $ 1,097,599 Noninterest income 406,447 364,129 288,480 Total GAAP revenue 1,515,219 1,446,050 1,386,079 Taxable equivalent adjustment 10,378 11,086 11,107 Total revenue (te) 1,525,597 1,457,136 1,397,186 Adjustments from supplemental disclosure items Loss on securities portfolio restructure — — 65,380 Gain on sale of parking facility — — (16,126 ) Adjusted revenue $ 1,525,597 $ 1,457,136 $ 1,446,440 GAAP noninterest expense $ 851,641 $ 819,910 $ 836,848 Amortization of intangibles (9,953 ) (9,413 ) (11,556 ) Adjustments from supplemental disclosure items Sabal Trust Company acquisition expense (5,911 ) — — FDIC special assessment — (3,800 ) (26,123 ) Adjusted noninterest expense $ 835,777 $ 806,697 $ 799,169 Efficiency ratio (d) 54.78 % 55.36 % 55.25 % (a) Interest income includes the net impact of discount accretion and premium amortization arising from business combinations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The objective of this discussion and analysis is to provide material information relevant to the assessment of the financial condition and results of operations of Hancock Whitney Corporation and its subsidiaries during the year ended December 31, 2024 and selected prior periods, including an evaluation of the amounts and certainty of cash flows from operations and outside sources.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The objective of this discussion and analysis is to provide material information relevant to the assessment of the financial condition and results of operations of Hancock Whitney Corporation and its subsidiaries during the year ended December 31, 2025 and selected prior periods, including an evaluation of the amounts and certainty of cash flows from operations and outside sources.
The performance graph compares the cumulative five-year shareholder return on the Company’s common stock, assuming an investment of $100 on December 31, 2019 and the reinvestment of dividends thereafter, to that of the common stocks of United States companies reported in the Nasdaq Total Return Index and the common stocks of the KBW Regional Banks Total Return Index.
The performance graph compares the cumulative five-year shareholder return on the Company’s common stock, assuming an investment of $100 on December 31, 2020 and the reinvestment of dividends thereafter, to that of the common stocks of United States companies reported in the Nasdaq Total Return Index and the common stocks of the KBW Regional Banks Total Return Index.
Discussions of Asset/Liability Management and Net Interest Income at Risk later in this item provide additional information regarding our management of interest rate risk and the potential impact from changes in interest rates, respectively. 49 Table of Contents TABLE 2.
Discussions of Asset/Liability Management and Net Interest Income at Risk later in this item provide additional information regarding our management of interest rate risk and the potential impact from changes in interest rates, respectively. 51 Table of Contents TABLE 2.
Economic Outlook We utilize economic forecasts produced by Moody’s Analytics (Moody’s) that provide various scenarios to assist in the development of our economic outlook. This outlook discussion utilizes the December 2024 Moody’s forecast, the most current available at December 31, 2024.
Economic Outlook We utilize economic forecasts produced by Moody’s Analytics (Moody’s) that provide various scenarios to assist in the development of our economic outlook. This outlook discussion utilizes the December 2025 Moody’s forecast, the most current available at December 31, 2025.
The KBW Regional Banks Total Return Index is a proprietary stock index of Keefe, Bruyette & Woods, Inc., that tracks the returns of approximately 50 regional banking companies throughout the United States. 42 Table of Contents Equity Compensation Plan Information The following table provides information as of December 31, 2024 with respect to shares of common stock that may be issued under the Company’s equity compensation plans.
The KBW Regional Banks Total Return Index is a proprietary stock index of Keefe, Bruyette & Woods, Inc., that tracks the returns of approximately 50 regional banking companies throughout the United States. 44 Table of Contents Equity Compensation Plan Information The following table provides information as of December 31, 2025 with respect to shares of common stock that may be issued under the Company’s equity compensation plans.
See Note 18 – Share-Based Payment Arrangements in our 2024 in Part II, Item 8 of this Form 10-K, which includes additional information regarding our share-based incentive plans. (b) Average price paid does not include the one percent excise tax charged on public company net share repurchases. ITEM 6. Reserv ed. 43 Table of Contents ITEM 7 .
See Note 19 – Share-Based Payment Arrangements in Part II, Item 8 of this Form 10-K, which includes additional information regarding our share-based incentive plans. (b) Average price paid does not include the one percent excise tax charged on public company net share repurchases. ITEM 6. Reserv ed. 45 Table of Contents ITEM 7 .
(e) See non-GAAP financial measures section of this analysis for a discussion of these measures. 48 Table of Contents RESULTS OF OPERATIONS The following is a discussion of results from operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
(e) See non-GAAP financial measures section of this analysis for a discussion of these measures. 50 Table of Contents RESULTS OF OPERATIONS The following is a discussion of results from operations for the year ended December 31, 2025 compared to the year ended December 31, 2024.
As a result of these pressures, the U.S. falls into a mild recession beginning in the first quarter of 2025 that lasts for three quarters, with the stock market contracting 22% and a peak-to-trough decline in GDP of 1.1%.
As a result of these pressures, the U.S. falls into a mild recession beginning in the first quarter of 2026 that lasts for three quarters, with the stock 47 Table of Contents market contracting 22% and a peak-to-trough decline in GDP of 1%.
(d) Average securities do not include unrealized holding gains or losses on available for sale securities. Provision for Credit Losses During the year ended December 31, 2024, we recorded a provision for credit losses of $52.2 million compared to $59.1 million for the year ended December 31, 2023.
(d) Average securities do not include unrealized holding gains or losses on available for sale securities. Provision for Credit Losses During the year ended December 31, 2025, we recorded a provision for credit losses of $51.2 million, compared to $52.2 million for the year ended December 31, 2024.
Issuer Purchases of Equity Securities The Company had in place a stock buyback program approved by the Board of Directors whereby the Company was authorized to repurchase up to 4,297,000 shares of its common stock through the program’s expiration date of December 31, 2024.
Issuer Purchases of Equity Securities The Company had in place a stock buyback program approved by the Board of Directors whereby the Company was authorized to repurchase up to 4,306,200 shares of its common stock through the program’s expiration date of December 31, 2026.
Also includes 405,920 performance share awards. Performance share awards and units are stated in amounts that would be issuable if the highest level of performance conditions are met.
Also includes 444,690 performance share awards. Performance share awards and units are stated in amounts that would be issuable if the highest level of performance conditions are met.
(b) Includes nonaccrual loans. (c) Average securities do not include unrealized holding gains or losses on available for sale securities. (d) Included in interest income is net purchase accounting accretion of $2.1 million, $2.4 million and $4.7 million for the years December 31, 2024, 2023, and 2022 respectively. 50 Table of Contents TABLE 3.
(b) Includes nonaccrual loans. (c) Average securities do not include unrealized holding gains or losses on available for sale securities. (d) Included in interest income is net purchase accounting accretion of $2.1 million and $2.4 million for the years ended December 31, 2024, and 2023, respectively. There was no purchase accounting accretion in 2025. 52 Table of Contents TABLE 3.
Management has deemed certain assumptions underlying the S-2 scenario to be somewhat more likely to occur in the near term than those underlying the baseline scenario, and as such, the baseline scenario and the S-2 scenario were given probability weightings of 40% and 60%, respectively, in the calculation of our allowance for credit losses calculation at December 31, 2024.
Management has deemed certain assumptions underlying the S-2 scenario to be as likely to occur in the near term than those underlying the baseline scenario, and as such, the baseline scenario and the S-2 scenario were each given probability weightings of 50% in the calculation of our allowance for credit losses calculation at December 31, 2025.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s common stock trades on the Nasdaq Global Select Market under the ticker symbol “HWC.” There were 6,908 active holders of record of the Company’s common stock at January 31, 2025 and 86,126,971 shares outstanding.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s common stock trades on the Nasdaq Global Select Market under the ticker symbol “HWC.” There were 6,583 active holders of record of the Company’s common stock at January 31, 2026 and 81,662,941 shares outstanding.
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders 1,510,274 (1) $ N/A 1,415,499 Equity compensation plans not approved by security holders — — — Total 1,510,274 1,415,499 (1) Includes 58,006 shares potentially issuable upon the vesting of outstanding restricted share units and 56,084 shares potentially issuable upon the vesting of outstanding performance share units that represent awards deferred into the Company’s Nonqualified Deferred Compensation Plan.
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders 1,635,004 (1) $ N/A 2,218,891 Equity compensation plans not approved by security holders — — — Total 1,635,004 2,218,891 (1) Includes 46,026 shares potentially issuable upon the vesting of outstanding restricted share units and 41,968 shares potentially issuable upon the vesting of outstanding performance share units that represent awards deferred into the Company’s Nonqualified Deferred Compensation Plan.
The table that follows presents our consolidated financial results. Additional information related to our results and outlook are included in the discussions that follow. 46 Table of Contents Table 1.
Additional information related to our results and outlook are included in the discussions that follow. 48 Table of Contents Table 1.
Highlights of 2024 Financial Results Net income for the year ended December 31, 2024 was $460.8 million, or $5.28 per diluted common share, compared to $392.6 million, or $4.50 per diluted common share in 2023.
Highlights of 2025 Financial Results Net income for the year ended December 31, 2025 was $486.1 million, or $5.67 per diluted common share, compared to $460.8 million, or $5.28 per diluted common share in 2024.
Summary of Average Balances, Interest and Rates (te) (a) Years Ended December 31, 2024 2023 2022 ($ in millions) Average Balance Interest (d) Rate Average Balance Interest (d) Rate Average Balance Interest (d) Rate Assets Interest-Earnings Assets: Commercial & real estate loans (te) (a) $ 18,263.7 $ 1,179.0 6.46 % $ 18,556.2 $ 1,131.8 6.10 % $ 17,682.3 $ 759.9 4.30 % Residential mortgage loans 3,982.1 152.8 3.84 3,541.2 128.3 3.62 2,666.1 90.3 3.39 Consumer loans 1,384.9 121.5 8.78 1,497.2 124.0 8.28 1,567.0 88.4 5.64 Loan fees & late charges — 5.5 — — 1.3 — — 7.4 — Loans (te) (b) 23,630.7 1,458.8 6.17 23,594.6 1,385.4 5.87 21,915.4 946.0 4.32 Loans held for sale 22.0 1.6 7.44 26.0 1.7 6.63 43.0 1.8 4.22 Investment securities: U.S.
Summary of Average Balances, Interest and Rates (te) (a) Years Ended December 31, 2025 2024 2023 ($ in millions) Average Balance Interest (d) Rate Average Balance Interest (d) Rate Average Balance Interest (d) Rate Assets Interest-Earnings Assets: Commercial & real estate loans (te) (a) $ 17,998.9 $ 1,093.4 6.07 % $ 18,263.7 $ 1,179.0 6.46 % $ 18,556.2 $ 1,131.8 6.10 % Residential mortgage loans 4,031.5 160.9 3.99 3,982.1 152.8 3.84 3,541.2 128.3 3.62 Consumer loans 1,336.4 109.3 8.18 1,384.9 121.5 8.78 1,497.2 124.0 8.28 Loan fees & late charges — (1.6 ) — — 5.5 — — 1.3 — Loans (te) (b) 23,366.8 1,362.0 5.83 23,630.7 1,458.8 6.17 23,594.6 1,385.4 5.87 Loans held for sale 25.5 1.7 6.49 22.0 1.6 7.44 26.0 1.7 6.63 Investment securities: U.S.
Refer to previously filed Annual Reports on Form 10-K Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of prior year variances. Net Interest Income Net interest income was $1.1 billion in 2024, down $15.7 million, or 1%, from 2023.
Refer to previously filed Annual Reports on Form 10-K Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of prior year variances. Net Interest Income For the year ended December 31, 2025, net interest income was $1.1 billion, up $26.9 million, or 2%, from 2024.
Treasury and government agency securities 549.9 15.8 2.87 567.2 15.3 2.70 426.7 8.3 1.95 Mortgage-backed securities and collateralized mortgage obligations 6,805.2 175.0 2.57 7,423.9 170.4 2.30 7,652.1 154.5 2.02 Municipals (te) 843.4 25.0 2.96 887.0 26.5 2.98 912.0 27.0 2.96 Other securities 23.5 0.9 3.77 23.5 0.8 3.51 22.3 0.8 3.42 Total investment securities (te) (c) 8,222.0 216.7 2.63 8,901.6 213.0 2.39 9,013.1 190.6 2.11 Short-term investments 547.8 27.0 4.93 638.6 31.5 4.93 1,526.7 9.0 0.59 Total earning assets (te) 32,422.5 1,704.1 5.26 % 33,160.8 1,631.6 4.92 % 32,498.2 1,147.4 3.53 % Nonearning assets: Other assets 2,805.4 2,783.5 2,878.4 Allowance for loan losses (315.7 ) (310.9 ) (317.4 ) Total assets $ 34,912.2 $ 35,633.4 $ 35,059.2 Liabilities and Stockholders' Equity Interest-bearing Liabilities: Interest-bearing transaction and savings deposits $ 10,891.8 $ 248.2 2.28 % $ 10,598.6 $ 176.9 1.67 % $ 11,201.1 $ 21.2 0.19 % Time deposits 4,846.9 223.3 4.61 3,989.1 166.5 4.17 1,056.4 4.7 0.44 Public funds 2,938.7 102.9 3.50 2,971.6 100.5 3.38 2,941.9 32.5 1.10 Total interest-bearing deposits 18,677.4 574.4 3.08 17,559.3 443.9 2.53 15,199.4 58.4 0.38 Repurchase agreements 639.9 10.6 1.65 513.3 7.0 1.36 536.7 1.1 0.21 Other short-term borrowings 251.5 13.8 5.49 1,180.1 59.7 5.06 822.0 15.1 1.83 Long-term debt 234.2 12.3 5.23 239.1 12.3 5.15 239.3 12.4 5.19 Total interest-bearing liabilities 19,803.0 611.1 3.25 % 19,491.8 522.9 2.68 % 16,797.4 87.0 0.52 % Noninterest-bearing: Noninterest-bearing deposits 10,491.5 11,919.2 14,298.0 Other liabilities 665.8 693.5 558.6 Stockholders' equity 3,951.9 3,528.9 3,405.2 Total liabilities and stockholders' equity $ 34,912.2 $ 35,633.4 $ 35,059.2 Net interest income (te) and margin $ 1,093.0 3.37 $ 1,108.7 3.34 $ 1,060.4 3.26 Net earning assets and spread $ 12,619.5 2.17 $ 13,669.0 2.24 $ 15,700.8 3.01 Interest cost of funding earning assets 1.88 % 1.58 % 0.27 % (a) Taxable equivalent (te) amounts are calculated using federal income tax rate of 21%.
Treasury and government agency securities 631.0 20.0 3.17 549.9 15.8 2.87 567.2 15.3 2.70 Mortgage-backed securities and collateralized mortgage obligations 6,942.4 197.7 2.85 6,805.2 175.0 2.57 7,423.9 170.4 2.30 Municipals (te) 755.0 22.4 2.97 843.4 25.0 2.96 887.0 26.5 2.98 Other securities 17.7 0.6 3.73 23.5 0.9 3.77 23.5 0.8 3.51 Total investment securities (te) (c) 8,346.1 240.7 2.88 8,222.0 216.7 2.63 8,901.6 213.0 2.39 Short-term investments 492.4 20.6 4.18 547.8 27.0 4.93 638.6 31.5 4.93 Total earning assets (te) 32,230.8 1,625.0 5.04 % 32,422.5 1,704.1 5.26 % 33,160.8 1,631.6 4.92 % Nonearning assets: Other assets 2,806.9 2,805.4 2,783.5 Allowance for loan losses (319.9 ) (315.7 ) (310.9 ) Total assets $ 34,717.8 $ 34,912.2 $ 35,633.4 Liabilities and Stockholders' Equity Interest-bearing Liabilities: Interest-bearing transaction and savings deposits $ 11,533.4 $ 240.0 2.08 % $ 10,891.8 $ 248.2 2.28 % $ 10,598.6 $ 176.9 1.67 % Time deposits 3,985.9 143.0 3.59 4,846.9 223.3 4.61 3,989.1 166.5 4.17 Public funds 2,966.2 87.3 2.94 2,938.7 102.9 3.50 2,971.6 100.5 3.38 Total interest-bearing deposits 18,485.5 470.3 2.54 18,677.4 574.4 3.08 17,559.3 443.9 2.53 Repurchase agreements 613.7 8.4 1.36 639.9 10.6 1.65 513.3 7.0 1.36 Other short-term borrowings 355.9 15.3 4.31 251.5 13.8 5.49 1,180.1 59.7 5.06 Long-term debt 211.4 11.8 5.59 234.2 12.3 5.23 239.1 12.3 5.15 Total interest-bearing liabilities 19,666.5 505.8 2.57 % 19,803.0 611.1 3.09 % 19,491.8 522.9 2.68 % Noninterest-bearing: Noninterest-bearing deposits 10,191.9 10,491.5 11,919.2 Other liabilities 545.2 665.8 693.5 Stockholders' equity 4,314.2 3,951.9 3,528.9 Total liabilities and stockholders' equity $ 34,717.8 $ 34,912.2 $ 35,633.4 Net interest income (te) and margin $ 1,119.2 3.47 $ 1,093.0 3.37 $ 1,108.7 3.34 Net earning assets and spread $ 12,564.3 2.47 $ 12,619.5 2.17 $ 13,669.0 2.24 Interest cost of funding earning assets 1.57 % 1.88 % 1.58 % (a) Taxable equivalent (te) amounts are calculated using federal income tax rate of 21%.
The S-2 scenario assumes the impacts of current administration tariffs and deportations on the economy are worse than expected, elevated interest rates weaken credit-sensitive spending more than anticipated and there is longer and farther-reaching disturbance from geopolitical conflict.
The S-2 scenario assumes the impacts of the current administration's tariffs and deportations on the economy are worse than expected, still-elevated interest rates weaken credit-sensitive spending more than anticipated, and there is longer and farther-reaching disturbance from geopolitical conflict. The effective tariff rate is forecasted to increase to 15% and remain elevated through the end of 2028.
EXECUTIVE OVERVIEW The discussions and analyses that follow provide insight into the impact of macroeconomic and industry trends on our performance in the most recent fiscal year, and our outlook for the near term.
EXECUTIVE OVERVIEW The discussions and analyses that follow provide insight into the impact of macroeconomic and industry trends on our performance in the most recent fiscal year, and our outlook for the near term. Acquisition On May 2, 2025, we completed the acquisition of Sabal Trust Company (“Sabal”). Based in St.
Further, the scenario assumes the unemployment rate will increase considerably to 6.3% in 2025 (peaking at 7.1% in the fourth quarter) before improving to 5.6% in 2026 and 4.1% in 2027.
Further, the S-2 scenario assumes that the unemployment rate will increase considerably to 6.6% in 2026 (peaking at 7.2% in the fourth quarter) before gradually improving to 4.2% in 2029.
The provision for credit losses recorded in 2024 included net charge-offs of $46.0 million and a $6.1 million reserve build. The provision for credit losses recorded in 2023 included net charge-offs of $63.4 million and a reserve release of $4.3 million.
The provision for credit losses recorded in 2025 included net charge-offs of $52.5 million and a $1.3 million reserve release. The provision for credit losses recorded in 2024 included net charge-offs of $46.0 million and a reserve build of $6.1 million. The modest reserve release in 2025 reflects our relatively consistent economic outlook and stable credit metrics.
Common stock repurchase activity during the fourth quarter of 2024 was as follows: Total Number of Shares of Units Purchased (a) Average Price Paid Per Share (b) Total Number of Shares Purchased as a Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under Plans or Programs Oct 1, 2024 - Oct 31, 2024 80,299 $ 52.96 80,000 3,604,007 Nov 1, 2024 - Nov 30, 2024 117,083 $ 52.04 70,000 3,534,007 Dec 1, 2024 - Dec 31, 2024 — $ — — 3,534,007 Total 197,382 $ 52.42 150,000 (a) Includes common stock purchased in connection with our share-based payment plans related shares used to cover payroll tax withholding requirements.
Common stock repurchase activity during the fourth quarter of 2025 was as follows: Total Number of Shares of Units Purchased (a) Average Price Paid Per Share (b) Total Number of Shares Purchased as a Part of Publicly Announced Plans or Programs Maximum Number of Shares That May Yet Be Purchased Under Plans or Programs Oct 1, 2025 - Oct 31, 2025 1,100,081 $ 56.69 1,100,000 1,443,700 Nov 1, 2025 - Nov 30, 2025 1,470,180 $ 58.35 1,443,700 — Dec 1, 2025 - Dec 31, 2025 26 $ 65.62 — — Total 2,570,287 $ 57.64 2,543,700 (a) Includes common stock purchased in connection with our share-based payment plans related shares used to cover payroll tax withholding requirements.
The Company was not obligated to purchase any shares under this program and the repurchase authorization could have been terminated or amended by the Board at any time prior to the expiration date. Prior to the termination of this repurchase plan on December 31, 2024, the Board approved a new plan with similar terms effective January 1, 2025.
The Company was not obligated to purchase any shares under this program and the repurchase authorization could have been terminated or amended by the Board at any time prior to the expiration date. The Company completed this buyback program by repurchasing all of the shares authorized during the year ended December 31, 2025.
Summary of Changes in Net Interest Income (te) (a) (b) 2024 Compared to 2023 2023 Compared to 2022 Due to Total Due to Total Change in Increase Change in Increase ($ in thousands ) Volume Rate (Decrease) Volume Rate (Decrease) Interest Income (te) Commercial & real estate loans (te) (a) $ (18,062 ) $ 65,233 $ 47,171 $ 39,213 $ 332,722 $ 371,935 Residential mortgage loans 16,613 7,917 24,530 31,345 6,620 37,965 Consumer loans (8,059 ) 5,572 (2,487 ) (3,297 ) 38,928 35,631 Loan fees & late charges — 4,146 4,146 — (6,089 ) (6,089 ) Loans (te) (c) (9,508 ) 82,868 73,360 67,261 372,181 439,442 Loans held for sale (280 ) 197 (83 ) (886 ) 795 (91 ) Investment securities: U.S.
Summary of Changes in Net Interest Income (te) (a) (b) 2025 Compared to 2024 2024 Compared to 2023 Due to Total Due to Total Change in Increase Change in Increase ($ in thousands ) Volume Rate (Decrease) Volume Rate (Decrease) Interest Income (te) Commercial & real estate loans (te) (a) $ (16,854 ) $ (68,739 ) $ (85,593 ) $ (18,062 ) $ 65,233 $ 47,171 Residential mortgage loans 1,913 6,128 8,041 16,613 7,917 24,530 Consumer loans (3,494 ) (8,777 ) (12,271 ) (8,059 ) 5,572 (2,487 ) Loan fees & late charges — (6,986 ) (6,986 ) — 4,146 4,146 Loans (te) (c) (18,435 ) (78,374 ) (96,809 ) (9,508 ) 82,868 73,360 Loans held for sale 237 (224 ) 13 (280 ) 197 (83 ) Investment securities: U.S.
The following is an overview of financial results for the year ended December 31, 2024 compared to December 31, 2023: • Net income of $460.8 million, or $5.28 per diluted common share • Adjusted pre-provision net revenue (a non-GAAP measure) totaled $641.0 million, up $5.3 million • Provision for credit losses of $52.2 million in 2024, compared to $59.1 million in 2023; allowance for credit losses to total loans remains strong at 1.47% at December 31, 2024, up 6 basis points • Loans of $23.3 billion, down $622.5 million; reflects a $307.6 million strategic reduction of the shared national credit portfolio • Deposits of $29.5 billion, down $197.2 million; reflects organic growth offset by a decline of $582.9 million in brokered deposits • Common equity tier 1 capital ratio of 14.14%, up 181 bps from December 31, 2023; tangible common equity ratio of 9.47%, up 110 bps • Criticized commercial loans and nonaccrual loans continued to normalize following the recent benign credit environment but remain comparable to peers; net charge-off ratio improved to 0.19% from 0.27% • Net interest margin expanded 3 bps to 3.37% • Efficiency ratio (a non-GAAP measure) of 55.36%, relatively consistent with 2023 Our results for the year ended December 31, 2024 represent a solid year of performance.
The following is an overview of financial results for the year ended December 31, 2025 compared to December 31, 2024: • Net income of $486.1 million, or $5.67 per diluted common share, up from $460.8 million, or $5.28 per diluted share • Adjusted pre-provision net revenue, a non-GAAP measure, totaled $679.9 million, up $38.8 million • Provision for credit losses of $51.2 million in 2025, compared to $52.2 million in 2024; allowance for credit losses to total loans remains strong at 1.43% at December 31, 2025, down 4 basis points • Loans of $24.0 billion, up $659.0 million, or 3% • Deposits of $29.3 billion, down $213.1 million, or 1% • Tangible common equity ratio of 10.06%, up 59 bps; common equity tier 1 capital ratio of 13.65%, down 49 bps, reflecting the return of capital through our share repurchase program and an increase in shareholder dividends • Credit metrics remain relatively stable, with criticized commercial loans down $87.7 million, or 14%, and nonaccrual loans up $9.5 million, or 10%; the net charge-off ratio was 0.22% compared to 0.19% • Net interest margin expanded 10 bps to 3.47% • Efficiency ratio (a non-GAAP measure) improved to 54.78%, compared to 55.36% The year ended December 31, 2025 was an outstanding year for our company.
Net charge-offs for the year ended December 31, 2023 totaled $63.4 million, or 0.27% of average loans outstanding, comprised of net charge-offs of $52.8 million in the commercial portfolio (inclusive of the $29.7 million single borrower charge-off described above) and $11.8 million in the consumer portfolio, partially offset by net recoveries of $1.2 million in the residential mortgage portfolio.
Net charge-offs for the year ended December 31, 2025 totaled $52.5 million, or 0.22% of average loans outstanding, comprised of net charge-offs of $39.4 million in the commercial portfolio, $0.1 million in the residential mortgage portfolio and $13.0 million in the consumer portfolio.
Recent and expected changes in fiscal and other policies with the current administration creates significant uncertainty as to the impact on the U.S and global economies. The effects of continued elevated inflation, and the Federal Reserve’s actions to counter those effects, as well as to respond to other economic concerns, could reduce economic growth in the near term.
The effects of continued elevated inflation, a softening labor market, and the Federal Reserve’s actions to counter those effects, as well as to respond to other economic concerns, could reduce economic growth in the near term.
Net interest margin, the ratio of net interest income (te) to average earning assets, increased 3 bps to 3.37% in 2024 from 3.34% in 2023. The $72.5 million increase in interest income (te) is largely attributable to the sustained elevated interest rate environment, partially offset by a $738 million decrease in average earning assets.
Net interest margin, the ratio of net interest income (te) to average earning assets, increased 10 bps to 3.47% in 2025 from 3.37% in 2024. The $79.1 million decrease in interest income (te) was largely attributable to a decrease in both loan yields and average balances, partially offset by increases in securities yields and average balances.
Treasury and government agency securities (350 ) 828 478 3,129 3,859 6,988 Mortgage-backed securities and collateralized mortgage obligations (14,862 ) 19,443 4,581 (4,779 ) 20,678 15,899 Municipals (1,292 ) (158 ) (1,450 ) (743 ) 181 (562 ) Other securities (1 ) 62 61 43 18 61 Total investment in securities (te) (d) (16,505 ) 20,175 3,670 (2,350 ) 24,736 22,386 Short-term investments (4,476 ) 2 (4,474 ) (8,066 ) 30,522 22,456 Total earning assets (te) (30,769 ) 103,242 72,473 55,959 428,234 484,193 Interest-bearing deposits: Interest-bearing transaction and savings deposits (5,020 ) (66,306 ) (71,326 ) 1,205 (156,819 ) (155,614 ) Time deposits (38,313 ) (18,531 ) (56,844 ) (40,103 ) (121,719 ) (161,822 ) Public funds 1,122 (3,469 ) (2,347 ) (331 ) (67,718 ) (68,049 ) Total interest-bearing deposits (42,211 ) (88,306 ) (130,517 ) (39,229 ) (346,256 ) (385,485 ) Repurchase agreements (1,915 ) (1,701 ) (3,616 ) 52 (5,871 ) (5,819 ) Other short-term borrowings 50,496 (4,595 ) 45,901 (8,771 ) (35,876 ) (44,647 ) Long-term debt 257 (197 ) 60 7 106 113 Total interest expense 6,627 (94,799 ) (88,172 ) (47,941 ) (387,897 ) (435,838 ) Net interest income (te) variance $ (24,142 ) $ 8,443 $ (15,699 ) $ 8,018 $ 40,337 $ 48,355 (a) Taxable equivalent (te) amounts are calculated using a federal income tax rate of 21%.
Treasury and government agency securities 2,707 1,505 4,212 (350 ) 828 478 Mortgage-backed securities and collateralized mortgage obligations 3,649 19,109 22,758 (14,862 ) 19,443 4,581 Municipals (2,622 ) 33 (2,589 ) (1,292 ) (158 ) (1,450 ) Other securities (217 ) (10 ) (227 ) (1 ) 62 61 Total investment in securities (te) (d) 3,517 20,637 24,154 (16,505 ) 20,175 3,670 Short-term investments (2,561 ) (3,875 ) (6,436 ) (4,476 ) 2 (4,474 ) Total earning assets (te) (17,242 ) (61,836 ) (79,078 ) (30,769 ) 103,242 72,473 Interest-bearing deposits: Interest-bearing transaction and savings deposits 14,087 (22,221 ) (8,134 ) 5,020 66,306 71,326 Time deposits (35,709 ) (44,625 ) (80,334 ) 38,313 18,531 56,844 Public funds 952 (16,576 ) (15,624 ) (1,122 ) 3,469 2,347 Total interest-bearing deposits (20,670 ) (83,422 ) (104,092 ) 42,211 88,306 130,517 Repurchase agreements (419 ) (1,806 ) (2,225 ) 1,915 1,701 3,616 Other short-term borrowings 4,909 (3,369 ) 1,540 (50,496 ) 4,595 (45,901 ) Long-term debt (1,240 ) 795 (445 ) (257 ) 197 (60 ) Total interest expense (17,420 ) (87,802 ) (105,222 ) (6,627 ) 94,799 88,172 Net interest income (te) variance $ 178 $ 25,966 $ 26,144 $ (24,142 ) $ 8,443 $ (15,699 ) (a) Taxable equivalent (te) amounts are calculated using a federal income tax rate of 21%.
Net interest income (te) was $1.1 billion in 2024, also down $15.7 million, or 1%, from 2023, and included an increase in interest income (te) of $72.5 million more than offset by an increase of $88.2 million in interest expense.
Net interest income (te) was $1.1 billion in 2025, up $26.1 million, or 2%, from 2024, comprised of a decrease in interest income (te) of $79.1 million that was more than offset by a decrease of $105.2 million in interest expense.
The macroeconomic variables underlying the December 2024 economic scenarios differ in many respects from the comparable forecasts available at December 31, 2023, given the shift in economic circumstances and risks, particularly as a result of the outcome of the 2024 presidential and congressional elections. The baseline scenario continues to maintain an overall optimistic tenor with respect to economic outcomes.
The macroeconomic variables underlying the December 2025 economic scenarios differ in many respects from the comparable forecasts available at December 31, 2024 given the shift in economic circumstances and risks. The baseline economic scenario acknowledges that economic policy under the current administration is rapidly shifting.
Compared to the prior year, average noninterest-bearing deposits were down $1.4 billion, while higher-cost time deposits were up $857.8 million. Average short-term borrowings in 2024 were down $802.0 million from 2023, as the incremental FHLB borrowings drawn as a cautionary measure in early 2023 were repaid.
Compared to the prior year, average interest-bearing deposits were down $191.8 million in 2025, and the mix therein saw a shift from higher-cost time deposits to transaction and savings deposits as instruments matured. Average other short-term borrowings, consisting primarily of FHLB advances, were up $104.4 million in 2025 compared to 2024, largely as a function of funding needs.
The yield on earning assets (te) was 5.26% in 2024, up 34 bps from 2023. Loan yield was up 30 bps to 6.17%, reflecting the impact of the new and repricing loans in the current interest rate environment. The yield on investment securities increased 24 bps in 2024 to 2.63% as new investments were made at higher yields.
The yield on earning assets (te) was down 22 bps to 5.04%, driven primarily by a 34 bp decline in the loan yield that reflects the impact of the new and repricing loans in the current interest rate environment.
Removed
Current Economic Environment While the presidential and congressional elections came to the forefront of the economic and social landscape later in the year, progress in the fight against inflation, continued robust economic activity, softening in the labor market and the eventual shift in policy of the Federal Reserve drove much of the economic headlines during the year ended December 31, 2024.
Added
On December 10, 2025, the Company announced that the Board of Directors approved a new plan with similar terms effective January 1, 2026 and expiring on December 31, 2026.
Removed
Economic activity remained resilient in 2024, with real gross domestic product (GDP) displaying healthy growth of 2.8% for the year, relatively consistent with the prior year and in excess of expectations. While the labor market remained strong overall, employment statistics began to migrate during the year.
Added
Petersburg, Florida, with three additional locations in the Central Florida region, Sabal was the largest independent, employee-owned non-depository trust company in Florida.
Removed
By mid-year, it seemed that the Federal Reserve ’ s stated inflation target of 2% was in range, and, in September, the Federal Reserve issued a 50 basis point (bp) rate cut, indicating its shift in focus to preserving a healthy labor market. Two additional 25 bp rate cuts followed in November and December.
Added
The transaction added assets under management and administration of approximately $3 billion to our existing trust and asset management business and provides the opportunity to develop relationships and offer other private banking, wholesale and retail products and services in high-growth markets.
Removed
However, the upward trend in inflation markers in December coupled with concerns over the potential fiscal impacts of the current administration’s policy actions, particularly around tariffs and immigration, have somewhat clouded the picture surrounding monetary policy expectations.
Added
For additional information on this transaction, refer to Note 2 – "Acquisition" in the notes to our consolidated financial statements included elsewhere in this document. 46 Table of Contents Subsequent Event In January 2026, we executed a restructuring of our available for sale securities portfolio whereby we sold securities with an amortized cost of $1.5 billion and average yield of 2.49% and reinvested the $1.4 billion of proceeds with the purchase of securities with an average yield of 4.35%.
Removed
Longer-term interest rates experienced some volatility 44 Table of Contents as the market responded to mixed data on both inflation and employment throughout the year. The 10-year U.S. Treasury yield ranged from below 4% to 4.7% ending the year at 4.6%, affecting bond indices and mortgage rates and other capital market indicators.
Added
We anticipate a 50 month payback period to cover the $98.5 million pre-tax loss associated with the sale, or approximately $0.93 per diluted share after tax, that will be reflected in our first quarter 2026 operating results.
Removed
Within the financial services industry, some of the headwinds experienced in much of the previous year began to ease.
Added
The restructure is expected to contribute approximately $23.8 million to net interest income, or $0.23 per diluted share, resulting in increases of 32 basis points (bps) to the securities portfolio yield and 7 bps to net interest margin on an annual basis.
Removed
While interest rates remain elevated and continue to influence loan demand and deposit behavior, negative sentiment from recent high profile bank failures has receded, and funding costs that had begun to stabilize in late 2023 further benefited from rate cuts in the latter half of 2024.
Added
Current Economic Environment The year ended December 31, 2025 began with notable economic shifts as the new presidential administration swiftly began implementing its second-term agenda. The impacts of tariffs, tax reform, deportations, and deregulation each carried distinct economic and market implications. Tariffs quickly became the most influential factor, creating cost pressures across supply chains.
Removed
Within our markets, loan growth remains tempered due in part to loan demand, the credit health of borrowers, and a strategic reduction of exposure to syndicated credits as we focus on full-service relationships.
Added
Further, concerns over the pace and scale of tariffs created increased uncertainty as to near and long term effects that led to significant volatility in equity markets in the early part of the year. As policy clarity improved, markets successfully rebounded from the steep descent and remained strong for the duration of the year.
Removed
However, interest rates on new, renewed and repricing variable rate loans and investment securities continue to result in higher yields on earning assets that, coupled with stabilization in funding costs, contributed to net interest margin expansion throughout the year.
Added
Labor market statistics continued to indicate weakening that stemmed from policy uncertainty, labor force impacts of deportation efforts and the increasing use of artificial intelligence. Job gains decelerated substantially compared to 2024, and the unemployment rate rose to 4.4% in December 2025 compared to 4.1% a year earlier.
Removed
The forecast reflects new assumptions about fiscal policy, monetary policy and immigration and population growth given the Republican sweep of the White House and Congress.
Added
Despite deterioration in the labor market, consumer spending remained resilient and real gross domestic product (GDP) displayed growth of approximately 2.2% for 2025, rebounding from a net decline in the first quarter. The Federal Reserve held monetary policy steady for most of the year amid the difficult crosswinds.
Removed
Key assumptions within the December 2024 baseline forecast include the following: (1) With the Republican majority, spending will decrease, personal income tax provisions of the Tax Cuts and Jobs Act will be extended and the corporate income tax rate will decrease to 15%; (2) The Federal Reserve will issue two rate cuts of 25 basis points each in 2025, with further gradual reductions in 2026 until the benchmark rate reaches 3%; (3) Though the labor market has softened, the economy remains near full-employment with the current unemployment rate of 4%, and is forecasted to remain relatively stable at 4.1% over the succeeding three years; (4) GDP will display modest annual below-trend growth in the coming years of 2.2% in 2025, 1.6% in 2026, and 1.8% in 2027; and, (5) the 10-year U.S.
Added
By September, some stabilization in inflation markers and sustained weakening in the labor market led to a 25 basis point interest rate cut.
Removed
Treasury yield will remain elevated near its current rate, and is forecasted to average 4.3% for 2025 through 2027 and only gradually decline through the end of the decade. The S-2 scenario presents a downside alternative to the baseline.
Added
Operational disruptions and negative economic impacts of the 43-day government shutdown that followed shortly thereafter further clouded the economic picture, but the Federal Reserve subsequently issued two additional 25 basis point cuts in the fourth quarter of 2025, with the expectation that the adjusted rates will allow stabilization in the labor market and the resumption of downward trends in inflationary conditions.
Removed
Despite the onset of the recession, rising inflation prompts the Federal Reserve to raise its benchmark rate in the first quarter of 2025 before resuming easement in the second quarter of 2025.
Added
A number of headwinds that have burdened the financial services industry in recent years continued to ease, with many institutions benefiting from recent interest rate movement, robust capital markets, deregulation and credit quality stabilization. Within our markets, loan demand gained momentum and deposit cost pressures eased amid the falling interest rate environment, contributing favorably to net interest margin and profitability.
Removed
Included in the results of the year ended December 31, 2023 is a net charge of $75.4 million (pre-tax), or $0.68 per share after tax, comprised of the following supplemental disclosure items: a $65.4 million loss on restructuring of the securities portfolio, a $26.1 45 Table of Contents million FDIC special assessment charge and a $16.1 million gain on the sale of a parking facility.
Added
Key assumptions within the December 2025 baseline forecast include the following: (1) the effective tariff rate will rise from just over 2% at the start of 2025 to approximately 12% by early 2026 before gradually falling late in the decade; (2) while the unemployment rate is still relatively low at 4.4%, it will continue to rise to a peak of 4.8% in late 2026 before gradually returning to near 4% in 2029; (3) GDP growth will begin to decelerate, displaying modest annual below-trend growth in the coming years of 2.1% in 2026, 1.9% in 2027 and 2.1% in 2028; (4) the 10-year U.S.
Removed
Our net interest margin expanded, reflecting higher earning asset yields and stabilization in the cost of funds. Fee income grew and adjusted noninterest expense increased only modestly. Strong earnings facilitated substantial growth in our capital ratios.
Added
Treasury yield will remain elevated near its current rate through the end of the decade as a result of elevated inflation and a deteriorating fiscal outlook; and (5) the soft economy and a struggling job market will prompt the Federal Reserve to continue to cut its benchmark rate until it reaches 2.75% in early 2027 before a return to its neutral level of 3% in 2028.
Removed
Though credit metrics normalized compared to the recent benign credit environment, we have not seen signs of significant weakening in any particular industry, sector or geographic segment, and we continue to maintain a robust allowance for credit loss coverage of 1.47% in light of the current credit and economic environment.
Added
The scenario further assumes that, with these rate cuts, the recent acceleration in inflation will prove temporary as it is largely due to a one-time price increase caused by higher tariffs. The S-2 scenario presents a downside alternative to the baseline.
Removed
We remain focused on balance sheet optimization and effective expense control, and we believe we are well positioned to continue to enhance shareholder value. As we close out our celebration of our 125th year, we are ready for the opportunities ahead, including our pending second quarter 2025 acquisition of Sabal Trust Company and the recently announced multi-year organic growth plan.
Added
The combination of a recession and rising inflation causes the Federal Reserve to lower its benchmark rate moderately over the course of a few quarters; as the recession persists and inflation subsides, the Federal Reserve subsequently reduces the rate more significantly.
Removed
The decline in average earning assets included decreases of $680 million in investment securities and $91 million in short-term investments, while average total loans remained relatively flat, but experienced a shift in mix from commercial and consumer loans into residential mortgage.
Added
The credit loss outlook for our portfolio as a whole has not changed materially since December 31, 2024. We continue to closely monitor our portfolio for customers that are sensitive to prolonged inflation, the elevated interest rate environment, tariffs, labor market conditions and/or other economic circumstances that may impact credit quality.
Removed
The $88.2 million increase in interest expense was largely driven by the interest rate environment, as higher prevailing interest rates drove an increase in the cost of deposits and continued to foster shifts in deposit composition from noninterest-bearing and within the mix of interest-bearing deposits to higher-cost products, partially offset by a decrease in short-term borrowings expense, mostly attributable to a decline in average Federal Home Loan Bank (FHLB) advances.
Added
Rapidly evolving changes in fiscal and other policies of the current administration have created heightened uncertainty as to the impact on the U.S and global economies.
Removed
Our total cost of funds increased 30 bps to 1.88% in 2024 from 1.58% in 2023, largely driven by higher interest-bearing deposit costs, up 55 bps in 2024 to 3.08% from 2.53% in 2023, and other short-term borrowing costs, which consist largely of FHLB advances, increasing 43 bps to 5.49% in 2024 from 5.06% in 2023.
Added
Included in the results of the year ended December 31, 2025 is a charge of $5.9 million (pre-tax), or $0.05 per share after tax, attributable to costs associated with the acquisition of Sabal.
Removed
Though interest rates remain elevated, the Federal Reserve cut its benchmark rate three times during 2024, beginning in September. Our loan and interest-bearing deposits betas for the down rate cycle in the second half of the 2024 were 33% and 38%, respectively. We expect deposit costs to decline in the near term as promotional pricing has been reduced.
Added
Net interest margin expanded ten basis points, adjusted pre-provision net revenue and return on assets grew, efficiency ratio improved, and credit quality remained stable.
Removed
We expect our net interest income (te) for 2025 to increase in the range of 3.5% to 4.5%. We expect modest and consistent expansion of net interest margin throughout 2025, with an emphasis on balance sheet growth and by proactively managing deposit costs as interest rates continue to decline.

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Item 7. Management's Discussion & Analysis

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

191 edited+40 added−45 removed95 unchanged
Biggest changeQuarterly Consolidated Financial Results (in thousands, except per share data) December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 Income Statement Data: Interest income $ 414,286 $ 429,476 $ 427,545 $ 421,684 $ 426,794 Interest income (te) (a) 417,021 432,169 430,373 424,514 429,628 Interest expense 140,730 157,712 157,115 155,513 157,334 Net interest income (te) 276,291 274,457 273,258 269,001 272,294 Provision for credit losses 11,912 18,564 8,723 12,968 16,952 Noninterest income 91,209 95,895 89,174 87,851 38,951 Noninterest expense 202,333 203,839 206,016 207,722 229,151 Income before income taxes 150,520 145,256 144,865 133,332 62,308 Income tax expense 28,446 29,684 30,308 24,720 11,705 Net income $ 122,074 $ 115,572 $ 114,557 $ 108,612 $ 50,603 Supplemental disclosure items-included above, pre-tax: Included in noninterest income: Gain on sale of parking facility $ — $ — $ — $ — $ 16,126 Loss on securities portfolio restructure — — — — (65,380 ) Included in noninterest expense: FDIC special assessment — — — 3,800 26,123 Balance Sheet Data: Period end balance sheet data: Loans $ 23,299,447 $ 23,455,587 $ 23,911,616 $ 23,970,938 $ 23,921,917 Earning assets 31,857,841 32,045,222 32,056,415 31,985,610 32,175,097 Total assets 35,081,785 35,238,107 35,412,291 35,247,119 35,578,573 Noninterest-bearing deposits 10,597,461 10,499,476 10,642,213 10,802,127 11,030,515 Total deposits 29,492,851 28,982,905 29,200,718 29,775,906 29,690,059 Stockholders' equity 4,127,636 4,174,687 3,920,718 3,853,436 3,803,661 Average balance sheet data: Loans 23,248,512 23,552,002 23,917,361 23,810,163 23,795,681 Earning assets 32,333,012 32,263,748 32,539,363 32,556,821 33,128,130 Total assets 34,770,663 34,780,386 34,998,880 35,101,869 35,538,300 Noninterest-bearing deposits 10,409,022 10,359,390 10,526,903 10,673,060 11,132,354 Total deposits 29,108,381 28,940,163 29,069,097 29,560,956 29,974,941 Stockholders' equity 4,138,326 4,021,211 3,826,296 3,818,840 3,560,978 Common Shares Data: Earnings per share: Basic $ 1.41 $ 1.33 $ 1.31 $ 1.25 $ 0.58 Diluted 1.40 1.33 1.31 1.24 0.58 Cash dividends per common share 0.40 0.40 0.40 0.30 0.30 Performance Ratios: Return on average assets 1.40 % 1.32 % 1.32 % 1.24 % 0.56 % Return on average common equity 11.74 % 11.43 % 12.04 % 11.44 % 5.64 % Efficiency ratio (b) 54.46 % 54.42 % 56.18 % 56.44 % 55.58 % Net interest margin (te) 3.41 % 3.39 % 3.37 % 3.32 % 3.27 % Annualized net charge offs to average loans 0.20 % 0.30 % 0.12 % 0.15 % 0.27 % 78 Table of Contents .. ..
Biggest changeQuarterly Consolidated Financial Results (in thousands, except per share data) December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 Income Statement Data: Interest income $ 407,698 $ 409,020 $ 402,581 $ 395,321 $ 414,286 Interest income (te) (a) 410,203 411,591 405,077 398,127 417,021 Interest expense 125,528 129,282 125,622 125,416 140,730 Net interest income (te) 284,675 282,309 279,455 272,711 276,291 Provision for credit losses 13,145 12,651 14,925 10,462 11,912 Noninterest income 107,131 106,001 98,524 94,791 91,209 Noninterest expense 217,850 212,753 215,979 205,059 202,333 Income before income taxes 158,306 160,335 144,579 149,175 150,520 Income tax expense 32,734 32,869 31,048 29,671 28,446 Net income $ 125,572 $ 127,466 $ 113,531 $ 119,504 $ 122,074 Supplemental disclosure items-included above, pre-tax: Included in noninterest expense: Sabal Trust Company acquisition expense $ — $ — $ 5,911 $ — $ — Balance Sheet Data: Period end balance sheet data: Loans $ 23,958,440 $ 23,596,565 $ 23,461,750 $ 23,098,146 $ 23,299,447 Earning assets 32,218,663 32,532,320 31,965,130 31,661,169 31,857,841 Total assets 35,472,762 35,766,407 35,212,652 34,750,680 35,081,785 Noninterest-bearing deposits 10,374,991 10,305,303 10,638,785 10,614,874 10,597,461 Total deposits 29,279,774 28,659,750 29,046,612 29,194,733 29,492,851 Stockholders' equity 4,460,117 4,474,479 4,365,419 4,278,672 4,127,636 Average balance sheet data: Loans 23,715,763 23,425,895 23,249,241 23,068,573 23,248,512 Earning assets 32,598,315 32,213,632 32,081,140 32,023,885 32,333,012 Total assets 35,227,286 34,751,209 34,527,276 34,355,515 34,770,663 Noninterest-bearing deposits 10,165,806 10,121,707 10,317,446 10,163,221 10,409,022 Total deposits 28,816,539 28,492,076 28,649,900 28,752,416 29,108,381 Stockholders' equity 4,417,711 4,368,746 4,284,279 4,182,814 4,138,326 Common Shares Data: Earnings per share: Basic $ 1.51 $ 1.50 $ 1.32 $ 1.38 $ 1.41 Diluted 1.49 1.49 1.32 1.38 1.40 Cash dividends per common share 0.45 0.45 0.45 0.45 0.40 Performance Ratios: Return on average assets 1.41 % 1.46 % 1.32 % 1.41 % 1.40 % Return on average common equity 11.28 % 11.58 % 10.63 % 11.59 % 11.74 % Efficiency ratio (b) 54.93 % 54.10 % 54.91 % 55.22 % 54.46 % Net interest margin (te) 3.48 % 3.49 % 3.49 % 3.43 % 3.41 % Annualized net charge offs to average loans 0.22 % 0.19 % 0.31 % 0.18 % 0.20 % 80 Table of Contents .. ..
Furthermore, due to the funding mix shift, the Bank is currently less sensitive to changes in short-term rate movements with interest rate risk being driven more by changes in the mid to long-term segment of the yield curve.
Furthermore, due to the shift in funding mix, the Bank is currently less sensitive to changes in short-term rate movements with interest rate risk being driven more by changes in the mid to long-term segment of the yield curve.
Allowance for Credit Losses The allowance for credit losses (ACL) is comprised of the allowance for loan and lease losses (ALLL), a valuation account available to absorb losses on loans and leases held for investment, and the reserve for unfunded lending commitments, a liability established to absorb credit losses for the expected life of the contractual term of on and off-balance sheet exposures as of the date of the determination.
Allowance for Credit Losses The allowance for credit losses (ACL) is comprised of the allowance for loan and lease losses (ALLL), a valuation account available to absorb losses on loans and leases held for investment, and the reserve for unfunded lending commitments, a liability established to absorb credit losses for the expected life of the contractual term of off-balance sheet exposures as of the date of the determination.
Collateral supporting loans individually evaluated for credit loss may include, but is not limited to, commercial and residential real estate, accounts receivable and other corporate assets. Valuations are highly subjective and based on information available at the time of valuation and the current resolution strategy. These values are difficult to assess and have heightened uncertainty resulting from current market conditions.
Collateral supporting loans individually evaluated for credit loss may include, but is not limited to, commercial and residential real estate, accounts receivable and other corporate assets. Valuations are highly subjective and based on information available and the resolution strategy at the time of valuation. These values are difficult to assess and have heightened uncertainty resulting from current market conditions.
Oversight responsibility for these categories is assigned within our risk committee governance structure: • Credit risk arises from the potential that a borrower or counterparty will fail to perform on an obligation. • Market risk is a financial institution’s condition resulting from adverse movements in market rates or prices, such as interest rates, foreign exchange rates, or equity prices. • Liquidity risk is the potential that an institution will be unable to meet its obligations as they come due because of an inability to liquidate assets or obtain adequate funding (referred to as “funding liquidity risk”) or that it cannot easily unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions ("market liquidity risk"). • Operational risk is the potential that inadequate information systems, operational problems, breaches in internal controls, breaches in customer data, fraud, or unforeseen catastrophes will result in unexpected losses.
Oversight responsibility for our categories is assigned within our risk committee governance structure: • Credit risk arises from the potential that a borrower or counterparty will fail to perform on an obligation. • Market risk is a financial institution’s condition resulting from adverse movements in market rates or prices, such as interest rates, foreign exchange rates, or equity prices. • Liquidity risk is the potential that an institution will be unable to meet its obligations as they come due because of an inability to liquidate assets or obtain adequate funding (referred to as “funding liquidity risk”) or that it cannot easily unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions ("market liquidity risk"). • Operational risk is the potential that inadequate information systems, operational problems, breaches in internal controls, breaches in customer data, fraud, or unforeseen catastrophes will result in unexpected losses.
Supplemental Disclosure Items Included in Noninterest Income ($ in thousands ) 2024 2023 2022 Securities transactions: Loss on securities portfolio restructure $ — $ (65,380 ) $ — Other miscellaneous income: Gain on sale of parking facility — 16,126 — Total supplemental disclosure items in noninterest income $ — $ (49,254 ) $ — Service charges on deposit accounts include consumer, business, and corporate deposit account servicing fees, as well as nonsufficient funds fees on non-consumer accounts, overdraft and overdraft protection fees, and other customer transaction-related fees.
Supplemental Disclosure Items Included in Noninterest Income ($ in thousands ) 2025 2024 2023 Securities transactions: Loss on securities portfolio restructure $ — $ — $ (65,380 ) Other miscellaneous income: Gain on sale of parking facility — — 16,126 Total supplemental disclosure items in noninterest income $ — $ — $ (49,254 ) Service charges on deposit accounts include consumer, business, and corporate deposit account servicing fees, as well as nonsufficient funds fees on non-consumer accounts, overdraft and overdraft protection fees, and other customer transaction-related fees.
The estimate of the life of a loan considers both contractual cash flows as well as estimated prepayments and forecasted draws on unfunded loan commitments that were also built on historical data that may react 79 Table of Contents differently given the current environment. Such forecasted information is inherently uncertain, therefore, actual results may differ significantly from management’s estimates.
The estimate of the life of a loan considers both contractual cash flows as well as estimated prepayments and forecasted draws on unfunded loan commitments that 81 Table of Contents were also built on historical data and may react differently given the current environment. Such forecasted information is inherently uncertain, therefore, actual results may differ significantly from management’s estimates.
The Company’s Board of Directors has established a Board Risk Committee and Credit Risk Management Subcommittee of the Board Risk Committee to oversee the effective establishment of a risk governance framework, provide for an independent Credit Review assurance function, ensure the overall corporate risk profile is within its risk appetite, and direct changes or make recommendations to the Board of Directors when determined necessary.
The Company’s Board of Directors has established a Board Risk Committee and Credit Risk Management Subcommittee of the Board Risk Committee to oversee the effective establishment of a risk governance framework, provide for an independent Credit Review assurance function, ensure the overall corporate risk profile is within its risk appetite, and direct changes or make recommendations to the Board of Directors when deemed necessary.
The following table summarizes select significant contractual obligations as of December 31, 2024, according to payments due by period. The table excludes obligations under deposit contracts and short-term borrowings discussed previously in this analysis. The maturities of time deposits in amounts greater than $250,000 are presented in Table 22.
The following table summarizes select significant contractual obligations as of December 31, 2025, according to payments due by period. The table excludes obligations under deposit contracts and short-term borrowings discussed previously in this analysis. The maturities of time deposits in amounts greater than $250,000 are presented in Table 22.
Refer to Note 3 – Loans and Allowance for Credit Losses, included in Part II, Item 8 of this document, for further discussion of significant assumptions used in the current allowance calculation. RECENT ACCOUNTING PRONOUNCEMENTS See Note 1 to our consolidated financial statements that appears in Part II, Item 8. “Financial Statements and Supplementary Data.”
Refer to Note 4 – Loans and Allowance for Credit Losses, included in Part II, Item 8 of this document, for further discussion of significant assumptions used in the current allowance calculation. RECENT ACCOUNTING PRONOUNCEMENTS See Note 1 to our consolidated financial statements that appears in Part II, Item 8. “Financial Statements and Supplementary Data.”
Table 21 sets forth average balances and weighted-average rates paid on deposits for each year in the three-year period ended December 31, 2024, as well as the percentage of total deposits for each category. Table 22 sets forth the maturities of time certificates of deposit greater than $250,000 at December 31, 2024. TABLE 21.
Table 21 sets forth average balances and weighted-average rates paid on deposits for each year in the three-year period ended December 31, 2025, as well as the percentage of total deposits for each category. Table 22 sets forth the maturities of time certificates of deposit greater than $250,000 at December 31, 2025. TABLE 21.
The following table presents an analysis of the change in the Bank’s EVE resulting from instantaneous and parallel shifts in rates as of December 31, 2024. Shifts are measured in 100 basis point increments ranging from -500 to +500 basis points from base case, with -300 through +300 basis points presented in Table 26. TABLE 26.
The following table presents an analysis of the change in the Bank’s EVE resulting from instantaneous and parallel shifts in rates as of December 31, 2025. Shifts are measured in 100 basis point increments ranging from -500 to +500 basis points from base case, with -300 through +300 basis points presented in Table 26. TABLE 26.
Policy limits on the change in net interest income under a variety of interest rate scenarios are approved by the Board of Directors. All policy scenarios assume a static volume forecast where the balance sheet is held constant, although other scenarios are modeled. TABLE 25.
Policy limits on the change in net interest income under a variety of interest rate scenarios are approved by the Board of Directors. All policy scenarios assume a static volume forecast where the balance sheet is held constant, although other scenarios are modeled. 73 Table of Contents TABLE 25.
Based on capital ratios as of December 31, 2024 using Basel III definitions, the Company and the Bank exceeded all capital requirements of the rule. The Company and the Bank have established internal target ranges for Total, Tier 1 and Common Equity Tier 1 risk-based capital ratios and the leverage ratio.
Based on capital ratios as of December 31, 2025 using Basel III definitions, the Company and the Bank exceeded all capital requirements of the rule. The Company and the Bank have established internal target ranges for Total, Tier 1 and Common Equity Tier 1 risk-based capital ratios and the leverage ratio.
Based on our assessments, expected credit loss was negligible for all reporting periods in 2024 and 2023, and therefore no allowance for credit loss was recorded. There were no investments in securities of a single issuer, other than U.S.
Based on our assessments, expected credit loss was negligible for all reporting periods in 2025 and 2024, and therefore no allowance for credit loss was recorded. There were no investments in securities of a single issuer, other than U.S.
“Risk Factors” for further discussion of the risks associated with an interruption or breach in our information systems or infrastructure and Item 1C. “Cybersecurity” for additional disclosures on cybersecurity and related risk management strategy and governance.
“Risk Factors” for further discussion of the risks associated with an interruption or incidents in our information systems or infrastructure and Item 1C. “Cybersecurity” for additional disclosures on cybersecurity and related risk management strategy and governance.
The following table presents an analysis of our interest rate risk as measured by the estimated changes in net interest income resulting from an instantaneous and sustained parallel shift in rates at December 31, 2024.
The following table presents an analysis of our interest rate risk as measured by the estimated changes in net interest income resulting from an instantaneous and sustained parallel shift in rates at December 31, 2025.
The liquidity management process takes into account the various regulatory provisions that can limit the amount of dividends that the Bank can distribute to the Parent Company, as described in Note 12 – Stockholder’s Equity to the consolidated financial statements.
The liquidity management process takes into account the various regulatory provisions that can limit the amount of dividends that the Bank can distribute to the Parent Company, as described in Note 13 – Stockholder’s Equity to the consolidated financial statements.
The principal objective of asset/liability management is to maximize net interest income while operating within acceptable interest rate risk limits and maintaining adequate levels of liquidity. Our net earnings are materially dependent on our net interest income. IRR inherent in the Company’s balance sheet consists of reprice, option, yield curve, and basis risks.
The principal objective of asset/liability management is to maximize net interest income while operating within acceptable interest rate risk limits and maintaining adequate levels of liquidity. Our net earnings are materially dependent on our net interest income. 72 Table of Contents IRR inherent in the Company’s balance sheet consists of reprice, option, yield curve, and basis risks.
The functional areas reporting to the Chief Risk Officer are the enterprise risk management, operational risk management, model risk management, information technology risk management, data governance, compliance, credit review (administrative only), corporate insurance, regulatory relations, and financial crimes programs.
The functional areas reporting to the Chief Risk Officer are the enterprise risk management, operational risk management, model risk management, data governance, compliance, credit review (administrative only), corporate insurance, regulatory relations, and financial crimes programs.
Operational Risk Management Operational risk is the risk of loss resulting from inadequate or failed internal controls and processes, people and systems, or from external events, including fraud, litigation and breaches in data security. We depend on the ability of our employees and systems to process, record and monitor a large number of transactions on an on-going basis.
Operational Risk Management Operational risk is the risk of loss resulting from inadequate or failed internal controls and processes, people and systems, or from external events, including fraud, litigation and data security incidents. We depend on the ability of our employees and systems to process, record and monitor a large number of transactions on an on-going basis.
As part of the overall asset and liability management process, liquidity management strategies and measurements have been developed to manage and monitor liquidity risk. The following table summarizes available liquidity at December 31, 2024. TABLE 27.
As part of the overall asset and liability management process, liquidity management strategies and measurements have been developed to manage and monitor liquidity risk. The following table summarizes available liquidity at December 31, 2025. TABLE 27.
At December 31, 2024, each of these capital ratios fell within, or above, their respective target range. At December 31, 2024, our regulatory capital ratios were well in excess of current regulatory minimum requirements, including the conservatism buffers, by at least $1.2 billion. Additionally, both the Company and the Bank were considered “well capitalized” by regulatory agencies.
At December 31, 2025, each of these capital ratios fell within, or above, their respective target range. At December 31, 2025, our regulatory capital ratios were well in excess of current regulatory minimum requirements, including the conservatism buffers, by at least $1.1 billion. Additionally, both the Company and the Bank were considered “well capitalized” by regulatory agencies.
Our effective tax rate has historically varied from the federal statutory rate primarily due to tax-exempt income and tax credits. Interest income on bonds issued by or loans to state and municipal governments and authorities, and earnings from the bank-owned life insurance contract program are the major components of tax-exempt income.
Our effective tax rate has historically varied from the federal statutory rate primarily due to tax-exempt income and tax credits. Interest income on bonds issued 57 Table of Contents by or loans to state and municipal governments and authorities, and earnings from the bank-owned life insurance contract program are the major components of tax-exempt income.
Further, at December 31, 2024, our sources of liquidity exceed uninsured deposits. We have estimated the Bank’s amount of uninsured deposits using the methodologies and assumptions required for FDIC regulatory reporting to be approximately $14.6 billion at December 31, 2024, compared to $13.8 billion at December 31, 2023.
Further, at December 31, 2025, our sources of liquidity exceed uninsured deposits. We have estimated the Bank’s amount of uninsured deposits using the methodologies and assumptions required for FDIC regulatory reporting to be approximately $14.8 billion at December 31, 2025, compared to $14.6 billion at December 31, 2024.
Based on our review of these factors, we have established a $2.6 million valuation allowance for state net operating losses and $2.0 million valuation allowance for deferred executive compensation. BALANCE SHEET ANALYSIS Short-Term Investments Short-term liquidity assets are held to ensure funds are available to meet the cash flow needs of both borrowers and depositors.
Based on our review of these factors, we have established a $3.7 million valuation allowance for state net operating losses and $2.3 million valuation allowance for deferred executive compensation. BALANCE SHEET ANALYSIS Short-Term Investments Short-term liquidity assets are held to ensure funds are available to meet the cash flow needs of both borrowers and depositors.
Because EVE measures the present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year).
Because EVE measures the present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the 74 Table of Contents degree that earnings would be impacted over a shorter time horizon (i.e., the current year).
The liquid asset ratio (liquid assets, consisting of cash, short-term investments and free securities, divided by total liabilities) measures our ability to meet short-term obligations. Our liquid asset ratio was 15.26% at December 31, 2024 compared to 12.69% at December 31, 2023. Management has established a minimum liquid asset ratio of 7.5% and an internal target of 12% or greater.
The liquid asset ratio (liquid assets, consisting of cash, short-term investments and free securities, divided by total liabilities) measures our ability to meet short-term obligations. Our liquid asset ratio was 15.63% at December 31, 2025 compared to 15.26% at December 31, 2024. Management has established a minimum liquid asset ratio of 7.5% and an internal target of 12% or greater.
CAPCO drives business strategy development and execution, provides corporate financial oversight, and is responsible for portfolio risk committee oversight. CAPCO provides oversight of the portfolio risk/reward committees to ensure tactics to address business strategy changes are properly vetted and adopted, and protect the Company’s reputation. • Portfolio committees.
CAPCO drives business strategy development and execution, provides corporate financial oversight, and is responsible for portfolio risk 71 Table of Contents committee oversight. CAPCO provides oversight of the portfolio risk/reward committees to ensure tactics to address business strategy changes are properly vetted and adopted, and protect the Company’s reputation. • Portfolio committees.
Other committees of the Board of Directors oversee certain risks that overlap with the Board Risk Committee’s enterprise risk management oversight, including the Compensation Committee, which evaluates and manages any risk posed by compensation and benefits programs and oversees inclusion and belonging efforts, and the Corporate Governance and Nominating Committee, which provides oversight on a broad range of issues surrounding the composition and operation of the Board of Directors. • Governance committees.
Other committees of the Board of Directors oversee certain risks that overlap with the Board Risk Committee’s enterprise risk management oversight, including the Compensation Committee, which evaluates and manages any risk posed by compensation and benefits programs and oversees human capital efforts, and the Corporate Governance and Nominating Committee, which provides oversight on a broad range of issues surrounding the composition and operation of the Board of Directors. • Governance committees.
Based only on tax credit investments that have been made through 2024, we expect to realize benefits from federal and state tax credits over the next three years totaling $9.8 million, $8.2 million and $8.0 million for 2025, 2026 and 2027, respectively. We intend to continue making investments in tax credit projects.
Based only on tax credit investments that have been made through 2025, we expect to realize benefits from federal and state tax credits over the next three years totaling $8.2 million, $8.0 million and $5.5 million for 2026, 2027 and 2028, respectively. We intend to continue making investments in tax credit projects.
As of December 31, 2024, we had approximately $477.5 million in notional amount of forward-starting fixed payer swaps that convert the latter portion of the term of these available for sale securities to a floating rate. These derivative instruments are designated as fair value hedges of interest rate risk.
As of December 31, 2025, we had approximately $397.5 million in notional amount of forward-starting fixed payer swaps that convert the latter portion of the term of these available for sale securities to a floating rate. These derivative instruments are designated as fair value hedges of interest rate risk.
Unrealized holding gains (losses) on available for sale securities are excluded from net income and are recognized, net of tax, in other comprehensive income and in accumulated other comprehensive income, a separate component of stockholders’ equity. The following table presents the amortized cost of debt securities by type at December 31, 2024 and 2023. TABLE 9.
Unrealized holding gains (losses) on available for sale securities are excluded from net income and are recognized, net of tax, in other comprehensive income and in accumulated other comprehensive income, a separate component of stockholders’ equity. 59 Table of Contents The following table presents the amortized cost of debt securities by type at December 31, 2025 and 2024. TABLE 9.
These committees review and monitor the risk categories in a portfolio context ensuring risk assessment and management processes are being effectively executed to identify and manage risk and direct changes and escalate issues to CAPCO and Board Risk Committees when needed.
These committees review and monitor the risk categories in a portfolio context so that risk assessment and management processes are being effectively executed to identify and manage risk, direct changes, and escalate issues to CAPCO and Board Risk Committees when needed.
The following table shows the commitments to extend credit and letters of credit at December 31, 2024 and 2023 according to expiration date. TABLE 24.
The following table shows the commitments to extend credit and letters of credit at December 31, 2025 and 2024 according to expiration date. TABLE 24.
As short-term rates have remained elevated, the funding mix has shifted to more rate sensitive deposits and wholesale sources resulting in lower overall net interest income at risk as deposit repricing is expected to offset rate adjustments in the floating rate loan book.
As short-term rates remained relatively elevated over the year, the funding mix has shifted to more rate sensitive deposits and wholesale sources, resulting in lower overall net interest income at risk as deposit repricing is expected to offset rate adjustments in the floating rate loan book.
The base scenario assumes that balance sheet composition and the current interest rate environment is held constant over a 24-month forecast period and is the scenario to which all others are compared in order to measure the change in 71 Table of Contents net interest income.
The base scenario assumes that balance sheet composition and the current interest rate environment is held constant over a 24-month forecast period and is the scenario to which all others are compared in order to measure the change in net interest income.
The change in expected maturity, effective duration, and nominal weighted-average yield is primarily attributable to portfolio reinvestment activity in 2024. We have in place fair value hedges on certain fixed-rate commercial mortgage-backed securities.
The change in expected maturity, effective duration, and nominal weighted-average yield is primarily attributable to both portfolio reinvestment activity and growth in 2025. We have in place fair value hedges on certain fixed-rate commercial mortgage-backed securities.
Management applies significant judgment when weighting the macroeconomic scenarios for the reasonable and supportable period. Our assessment considers the scenario description compared to our portfolio performance and benchmarking select variables to other third-party forecasts. At December 31, 2024, the Company weighted the Moody’s baseline scenario at 40% and the mild recessionary S-2 scenario at 60%.
Management applies significant judgment when weighting the macroeconomic scenarios for the reasonable and supportable period. Our assessment considers the scenario description compared to our portfolio performance and benchmarking select variables to other third-party forecasts. At December 31, 2025, the Company weighted the Moody’s baseline scenario at 50% and the mild recessionary S-2 scenario at 50%.
We utilized the December 2024 Moody’s economic scenarios to inform our allowance for credit losses at December 31, 2024.
We utilized the December 2025 Moody’s economic scenarios to inform our allowance for credit losses at December 31, 2025.
For example, holding all other assumptions constant, the slower growth S-2 scenario produced expected credit losses 40% higher than utilization of the baseline scenario at December 31, 2024. In contrast, for the year ended December 31, 2023, the slower growth S-2 scenario produced results 34% higher than the baseline scenario.
For example, holding all other assumptions constant, the slower growth S-2 scenario produced expected credit losses 36% higher than utilization of the baseline scenario at December 31, 2025. In contrast, for the year ended December 31, 2024, the slower growth S-2 scenario produced results 40% higher than the baseline scenario.
Commitments to extend credit totaled $9.2 billion at December 31, 2024 and include revolving commercial credit lines, non-revolving loan commitments issued mainly to finance the acquisition and development of construction of real property or equipment, and credit card and personal credit lines.
Commitments to extend credit totaled $9.7 billion at December 31, 2025 and include revolving commercial credit lines, non-revolving loan commitments issued mainly to finance the acquisition and development of construction of real property or equipment, and credit card and personal credit lines.
The committees also monitor the risk portfolios for changes to the Company’s risk profile as well as ensure the risk portfolio is performing within the board-approved risk appetite. Portfolio committees report to CAPCO.
The committees also monitor the risk portfolios for changes to the Company’s risk profile as well as to assess whether the risk portfolio is performing within the board-approved risk appetite. Portfolio committees report to CAPCO.
The loan to deposit ratio (average loans outstanding during the reporting period divided by average deposits outstanding) measures the amount of funds the Company lends for each dollar of deposits on hand. Our average loan-to-deposit ratio was 81.01% for the year ended December 31, 2024 compared to 80.04% for the year ended December 31, 2023.
The loan to deposit ratio (average loans outstanding during the reporting period divided by average deposits outstanding) measures the amount of funds the Company lends for each dollar of deposits on hand. Our average loan-to-deposit ratio was 81.48% for the year ended December 31, 2025 compared to 81.01% for the year ended December 31, 2024.
The following table provides detail of the more significant industry concentrations for our commercial and industrial loan portfolio, which is based on NAICS codes for all industries, with the exception of energy, which is based on the borrower’s source of revenue (i.e. manufacturer whose income is derived from energy-related business is reported as energy). TABLE 12.
The following table provides detail of the more significant industry concentrations for our C&I loan portfolio, which is based on NAICS codes for all industries, with the exception of energy, which is based on the borrower’s source of revenue (i.e. manufacturer whose income is derived from energy-related business is reported as energy). 61 Table of Contents TABLE 12.
The Bank undertakes the same credit evaluation in making loan commitments and assuming conditional obligations as it does for on-balance sheet instruments and may require collateral or other credit support. At December 31, 2024, the Company had a reserve for unfunded lending commitments of $24.1 million.
The Bank undertakes the same credit evaluation in making loan commitments and assuming conditional obligations as it does for on-balance sheet instruments and may require collateral or other credit support. At December 31, 2025, the Company had a reserve for unfunded lending commitments of $33.9 million.
A number of commercial and personal credit lines are used only partially or, in some cases, not at all before they expire, and the total commitment amounts do not necessarily represent our future cash requirements. Letters of credit totaled $420.6 million at December 31, 2024.
A number of commercial and personal credit lines are used only partially or, in some cases, not at all before they expire, and the total commitment amounts do not necessarily represent our future cash requirements. Letters of credit totaled $409.0 million at December 31, 2025.
Allowance for Credit Losses At December 31, 2024, the allowance for credit losses was $342.9 million, comprised of $318.9 million in allowance for loan losses and $24.1 million in the reserve for unfunded lending commitments.
The allowance for credit losses decreased $1.3 million from $342.9 million at December 31, 2024, which was comprised of $318.9 million in allowance for loan losses and $24.1 million in the reserve for unfunded lending commitments.
The liability portion of the balance sheet provides liquidity mainly through the ability to use cash sourced from various customers’ interest-bearing and noninterest-bearing deposit accounts. At December 31, 2024, deposits totaled $29.5 billion, a decrease of $197 million, or 1%, from December 31, 2023.
The liability portion of the balance sheet provides liquidity mainly through the ability to use cash sourced from various customers’ interest-bearing and noninterest-bearing deposit accounts. At December 31, 2025, deposits totaled $29.3 billion, a decrease of $213.1 million, or 1%, from December 31, 2024.
Table 8 reconciles reported income tax expense to that computed at the statutory tax rate of 21% for the years ended December 31, 2024, 2023 and 2022. 55 Table of Contents TABLE 8.
Table 8 reconciles reported income tax expense to that computed at the statutory tax rate of 21% for the years ended December 31, 2025, 2024 and 2023. TABLE 8.
Debt Securities by Type ($ in thousands ) 2024 2023 Available for sale securities U.S.
Debt Securities by Type ($ in thousands ) 2025 2024 Available for sale securities U.S.
Commercial loans risk rated pass-watch totaled $521.4 million at December 31, 2024, compared to $433.6 million at December 31, 2023. The pass-watch risk rating includes credits with negative performance trends that reflect sufficient risk to cause concern, but have not risen to the level of criticized.
Commercial loans risk rated pass-watch totaled $614.8 million at December 31, 2025, compared to $521.4 million at December 31, 2024. The pass-watch risk rating includes credits with negative performance trends that reflect sufficient risk to cause concern, but have not risen to the level of criticized.
There were no outstanding borrowings with the Federal Reserve at December 31, 2024 and December 31, 2023, or at any point during the years then ended. Wholesale funds, which are comprised of short-term borrowings, long-term debt and brokered deposits were 3.09% of core deposits at December 31, 2024 and 7.21% at December 31, 2023.
There were no outstanding borrowings with the Federal Reserve at December 31, 2025 and December 31, 2024, or at any point during the years then ended. Wholesale funds, which are comprised of short-term borrowings, long-term debt and brokered deposits were 4.37% of core deposits at December 31, 2025 and 3.09% at December 31, 2024.
Note 12 – Stockholders’ Equity to the consolidated financial statements provides additional information about the Bank’s regulatory capital ratios. The following table shows certain of the Company’s capital ratios and our regulatory capital ratios as calculated under current rules at December 31, 2024 and 2023. 75 Table of Contents TABLE 30.
Note 13 – Stockholders’ Equity to the consolidated financial statements provides additional information about the Bank’s regulatory capital ratios. The following table shows certain of the Company’s capital ratios and our regulatory capital ratios as calculated under current rules at December 31, 2025 and 2024. 77 Table of Contents TABLE 30.
Table 7 presents supplemental disclosure items included in noninterest expense (Table 6) by component for the same periods. TABLE 6.
Table 7 presents supplemental disclosure items included in noninterest expense (Table 6) by component for the same periods. 55 Table of Contents TABLE 6.
At December 31, 2024, we have calculated our average deposit account size by dividing period-end deposits by the population of accounts with balances to be approximately $37,900, which includes $199,500 in our commercial and small business lines (excluding public funds), $122,500 in our wealth management business line, and $18,600 in our consumer business line.
At December 31, 2025, we have calculated our average deposit account size by dividing period-end deposits by the population of accounts with balances to be approximately $37,700, which includes $197,700 in our commercial and small business lines (excluding public funds), $122,900 in our wealth management business line, and $18,100 in our consumer business line.
Criticized loans are defined as those having potential or well-defined weaknesses that deserve management’s close attention (risk-rated special mention, substandard and doubtful), including both accruing and nonaccruing loans. Criticized commercial loans comprised 3.47% of that portfolio at December 31, 2024, up from 1.47% at December 31, 2023.
Criticized loans are defined as those having potential or well-defined weaknesses that deserve management’s close attention (risk-rated special mention, substandard and doubtful), including both accruing and nonaccruing loans. Criticized commercial loans comprised 2.88% of that portfolio at December 31, 2025, down from 3.47% at December 31, 2024.
In December 2024, the Company’s Board of Directors authorized a stock repurchase program, effective January 1, 2025, pursuant to which the Company may, from time to time, purchase up to approximately 4.3 million shares of its outstanding common stock (approximately 5% of the shares of common stock outstanding as of December 31, 2024).
STOCK REPURCHASE PROGRAM In December 2024, the Company’s Board of Directors authorized a stock repurchase program, effective January 1, 2025, pursuant to which the Company may, from time to time, purchase up to 5% of the shares of its common stock outstanding as of December 31, 2024, totaling 4.3 million shares, through the program's expiration date of December 31, 2026.
We invest only in high quality investment grade securities and manage the investment portfolio duration generally between two and five and a half years. At December 31, 2024, the average expected maturity of the portfolio was 5.58 years with an effective duration of 4.12 years and a nominal weighted-average yield of 2.66%.
We invest only in high quality investment grade securities and manage the investment portfolio duration generally between two and five and a half years. At December 31, 2025, the average expected maturity of the portfolio was 5.58 years with an effective duration of 3.89 years and a nominal weighted-average yield of 2.87%.
Management evaluates the estimates and assumptions made on an ongoing basis to help ensure the resulting reported amounts reflect management’s best estimates and judgments given current facts and circumstances.
Management evaluates the estimates and assumptions made on an ongoing basis so that the resulting reported amounts reflect management’s best estimates and judgments given current facts and circumstances.
Available for sale securities are carried at fair value and may be sold prior to maturity. Unrealized gains or losses on available for sale securities, net of deferred taxes, are recorded as accumulated other comprehensive income or loss in stockholders' equity. Our investment in securities totaled $7.6 billion at both December 31, 2024 and 2023.
Available for sale securities are carried at fair value and may be sold prior to maturity. Unrealized gains or losses on available for sale securities, net of deferred taxes, are recorded as accumulated other comprehensive income or loss in stockholders' equity. Our investment in securities totaled $8.1 billion at December 31, 2025, up $497.6 million from December 31, 2024.
The effective income tax rate continues to be less than the statutory rate primarily due to tax-exempt income and income tax credits. The following table provides selected comparative financial information for the five quarters ending with December 31, 2024. TABLE 31.
The effective income tax rate for fourth quarter 2025 was 20.7%. The effective income tax rate continues to be less than the statutory rate primarily due to tax-exempt income and income tax credits. The following table provides selected comparative financial information for the five quarters ending with December 31, 2025. TABLE 31.
Noninterest expense in each of the years ended December 31, 2024 and 2023 was reduced by a net credit in other retirement expense totaling $18.1 million and $13.5 million, respectively. The higher net credit in 2024 was largely driven by changes in actuarial assumptions for the current plan year.
Noninterest expense in each of the years ended December 31, 2025 and 2024 was reduced by a net credit in other retirement expense totaling $16.2 million and $18.1 million, respectively. The decrease in the net credit in 2025 was largely driven by changes in actuarial assumptions for the current plan year.
Excluding the supplemental disclosure items for both periods, noninterest expense totaled $816.1 million, up $5.4 million, or 1%, from 2023. Noninterest expense variances are discussed in more detail below. 53 Table of Contents Table 6 presents, for each of the three years ended December 31, 2024, 2023 and 2022, noninterest expense, along with the percentage changes between years.
Excluding the supplemental disclosure items for both periods, noninterest expense totaled $845.7 million, up $29.6 million, or 4%, from 2024. Noninterest expense variances are discussed in more detail below. Table 6 presents, for each of the three years ended December 31, 2025, 2024 and 2023, noninterest expense, along with the percentage changes between years.
The Parent may operate below the target level on a temporary basis if a return to the target can be achieved in the near-term, generally not to exceed four quarters. The Parent had cash totaling $272.7 million at December 31, 2024. Material Cash Requirements The Company has sufficient access to liquidity for operations.
The Parent may operate below the target level on a temporary basis if a return to the target can be achieved in the near-term, generally not to exceed four quarters. The Parent had cash totaling $264.5 million at December 31, 2025. 76 Table of Contents Material Cash Requirements The Company has sufficient access to liquidity for operations.
At December 31, 2024, the amortized cost of securities available for sale totaled $5.8 billion and securities held to maturity totaled $2.4 billion, compared to $5.5 billion and $2.7 billion, respectively, at December 31, 2023.
At December 31, 2025, the amortized cost of securities available for sale totaled $6.3 billion and securities held to maturity totaled $2.1 billion, compared to $5.8 billion and $2.4 billion, respectively, at December 31, 2024.
The funded balance of our shared national credits portfolio at December 31, 2024 totaled approximately $2.3 billion, or 10% of total loans, compared to $2.6 billion, or 11% of total loans at December 31, 2023.
The funded balance of our shared national credits portfolio at December 31, 2025 totaled approximately $2.0 billion, or 9% of total loans, compared to $2.3 billion, or 10% of total loans at December 31, 2024.
Additionally, the Board of Directors has established an Audit Committee to provide independent oversight on the effectiveness of these matters and the Company’s internal control and regulatory environment. The Board Risk 69 Table of Contents Committee is chaired by an independent director. The Board has designated Ms. Joan Teofilo and Mr. H.
Additionally, the Board of Directors has established an Audit Committee to provide independent oversight on the effectiveness of these matters and the Company’s internal control and regulatory environment. The Board Risk Committee is chaired by an independent director. The Board has designated Ms. Joanie Teofilo, Ms. Sonia Pérez and Mr.
At December 31, 2024, the Bank had not borrowed from the FHLB and had approximately $5.5 billion remaining available under this line. The Bank also has unused borrowing capacity at the Federal Reserve’s discount window of approximately $3.2 billion.
At December 31, 2025, the Bank had borrowings of $400 million from the FHLB and had approximately $5.3 billion remaining available under this line. The Bank also has unused borrowing capacity at the Federal Reserve’s discount window of approximately $3.3 billion.
Our uninsured deposit total at December 31, 2024 includes approximately $3.6 billion of public funds that have pledged securities as collateral, leaving approximately $11.0 billion of noncollateralized, uninsured deposits compared to total liquidity of $19.5 billion. Our ratio of noncollateralized, uninsured deposits to total deposits was approximately 37.3% at December 31, 2024, compared to 34.4% at December 31, 2023.
Our uninsured deposit total at December 31, 2025 includes approximately $3.6 billion of public funds that have pledged securities as collateral, leaving approximately $11.3 billion of noncollateralized, uninsured deposits compared to total liquidity of $18.9 billion. Our ratio of noncollateralized, uninsured deposits to total deposits was approximately 38.6% at December 31, 2025, compared to 37.3% at December 31, 2024.
In addition, the Company has established a Sustainability Committee, which is a management committee that develops, monitors and assesses the strategies related to the environment, social responsibility and sustainable growth. Risk Leadership and Organization The risk management function of the Company is led by our Chief Risk Officer.
In addition, the Company has established a Corporate Responsibility Council, which includes members of senior management, that develops, monitors and assesses the strategies related to corporate responsibility and sustainability. Risk Leadership and Organization The risk management function of the Company is led by our Chief Risk Officer.
The increase in reportable modified loans reflects the continued stress on certain borrowers resulting from prolonged elevated interest rates, inflation, insurance costs, and other market conditions. Criticized commercial loans totaled $623.0 million at December 31, 2024, up from $273.7 million at December 31, 2023.
The increase in reportable modified loans reflects the continued stress on certain borrowers resulting from prolonged elevated interest rates, inflation, insurance costs, and other market conditions. Criticized commercial loans totaled $535.4 million at December 31, 2025, down $87.6 million, or 14%, from $623.0 million at December 31, 2024.
Noninterest Income ( $ in thousands ) 2024 2023 Service charges on deposit accounts $ 91,105 $ 86,020 Trust fees 71,734 67,565 Bank card and ATM fees 85,491 82,966 Investment and annuity fees and insurance commissions 43,424 36,714 Secondary mortgage market operations 12,374 9,159 Securities transactions — (65,380 ) Income from bank-owned life insurance 16,944 15,454 Credit-related fees 12,036 12,557 Income (loss) from derivatives (3,790 ) 420 Net gains on sales of premises, equipment and other assets 7,820 19,388 Other miscellaneous income 26,991 23,617 Total noninterest income $ 364,129 $ 288,480 n/m – not meaningful TABLE 5.
Noninterest Income ( $ in thousands ) 2025 % Change 2024 % Change 2023 Service charges on deposit accounts $ 99,180 9 % $ 91,105 6 % $ 86,020 Trust fees 89,630 25 71,734 6 67,565 Bank card and ATM fees 86,135 1 85,491 3 82,966 Investment and annuity fees and insurance commissions 49,162 13 43,424 18 36,714 Secondary mortgage market operations 14,769 19 12,374 35 9,159 Securities transactions, net (11 ) n/m — (100 ) (65,380 ) Income from bank-owned life insurance 21,348 26 16,944 10 15,454 Credit-related fees 11,273 (6 ) 12,036 (4 ) 12,557 Income (loss) from derivatives 5,819 254 (3,790 ) n/m 420 Net gains on sales of premises, equipment and other assets 6,119 (22 ) 7,820 (60 ) 19,388 Other miscellaneous income 23,023 (15 ) 26,991 14 23,617 Total noninterest income $ 406,447 12 % $ 364,129 26 % $ 288,480 n/m – not meaningful TABLE 5.
Data processing expense includes expenses related to third party technology processing and servicing costs, technology project costs and fees associated with bank card and ATM transactions. Data processing expense totaling $121.9 million in 2024 was up $4.2 million, or 4%, from 2023.
Data processing expense includes expenses related to third party technology processing and servicing costs, technology project costs and fees associated with bank card and ATM transactions. Data processing expense totaled $127.2 million in 2025, up $5.3 million, or 4%, from 2024.
The $6.1 million net increase in the allowance for credit losses from December 31, 2023 includes an increase of $7.9 million in individually evaluated reserves (generally used for nonperforming loans), partially offset by a decline of $1.8 million in collectively evaluated reserves.
The $1.3 million net decrease in the allowance for credit losses from December 31, 2024 includes a decrease of $2.2 million in individually evaluated reserves (generally used for nonperforming loans), partially offset by an increase of $0.9 million in collectively evaluated reserves.
Trust assets under management increased to $10.2 billion at December 31, 2024, compared to $9.7 billion at December 31, 2023. Bank card and ATM fees include income from credit and debit card transactions, fees earned from processing card transactions for merchants, and fees earned from ATM transactions.
Trust assets under management increased to $14.0 billion at December 31, 2025, inclusive of $2.7 billion attributable to the Sabal transaction, compared to $10.2 billion at December 31, 2024. Bank card and ATM fees include income from credit and debit card transactions, fees earned from processing card transactions for merchants, and fees earned from ATM transactions.
We estimate that our regulatory capital ratios would remain in excess of the well-capitalized minimums under both of these stress scenarios at December 31, 2024. In April 2024, the Company’s Board of Directors declared a 33% increase in the regular quarterly cash dividend to $0.40 per share.
We estimate that our regulatory capital ratios would remain in excess of the well-capitalized minimums under both of these stress scenarios at December 31, 2025. In January 2025, the Company’s Board of Directors declared a 12.5% increase in the regular quarterly cash dividend to $0.45 per share, bringing the annual cash dividend rate of $1.80 per share.
Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Allowance for Credit Losses” provides additional information on changes in the allowance for credit losses and general credit quality. Noninterest Income Noninterest income for the year ended December 31, 2024 totaled $364.1 million, a $75.6 million, or 26%, increase from 2023.
Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Allowance for Credit Losses” provides additional information on changes in the allowance for credit losses and general credit quality. 53 Table of Contents Noninterest Income Noninterest income for the year ended December 31, 2025 totaled $406.4 million, a $42.3 million, or 12%, increase from 2024.
After considering the variables underlying each of the Moody’s economic scenarios, management probability-weighed the baseline scenario at 40% and the downside S-2 mild recessionary scenario at 60% in the computation of the allowance for credit losses at December 31, 2024, consistent with the weighting used at December 31, 2023.
After considering the variables underlying each of the Moody’s economic scenarios, management probability-weighted the baseline scenario at 50% and the downside S-2 mild recessionary scenario at 50% in the estimation of the allowance for credit losses at December 31, 2025, compared to probability weighting of the baseline scenario at 40% and the downside S-2 mild recessionary scenario at 60% in the estimation of the allowance for credit losses at December 31, 2024.
Summary of Activity in the Allowance for Credit Losses December 31, ($ in thousands) 2024 2023 2022 Provision and Allowance for Credit Losses Allowance for Loan Losses: Allowance for loan losses at beginning of period $ 307,907 $ 307,789 $ 342,065 Loans charged-off: Commercial non real estate 45,488 59,830 7,637 Commercial real estate - owner occupied 143 — 948 Total commercial & industrial 45,631 59,830 8,585 Commercial real estate - income producing 8,822 73 1,073 Construction and land development 264 72 3 Total Commercial 54,717 59,975 9,661 Residential mortgages 380 55 137 Consumer 17,987 15,393 12,792 Total charge-offs 73,084 75,423 22,590 Recoveries of loans previously charged-off: Commercial non real estate 22,292 6,152 11,812 Commercial real estate - owner occupied 1,036 957 733 Total commercial & industrial 23,328 7,109 12,545 Commercial real estate - income producing 7 14 878 Construction and land development 64 11 134 Total commercial 23,399 7,134 13,557 Residential mortgages 595 1,278 1,749 Consumer 3,057 3,611 5,382 Total recoveries 27,051 12,023 20,688 Total net charge-offs 46,033 63,400 1,902 Provision for loan losses 57,008 63,518 (32,374 ) Allowance for loan losses at end of period $ 318,882 $ 307,907 $ 307,789 Reserve for Unfunded Lending Commitments: Reserve for unfunded lending commitments at beginning of period 28,894 33,309 29,334 Provision for losses on unfunded lending commitments (4,841 ) (4,415 ) 3,975 Reserve for unfunded lending commitments at end of period $ 24,053 $ 28,894 $ 33,309 Total Allowance for Credit Losses $ 342,935 $ 336,801 $ 341,098 Total Provision for Credit Losses $ 52,167 $ 59,103 $ (28,399 ) Coverage ratios: Allowance for loan losses to period end loans 1.37 % 1.29 % 1.33 % Allowance for credit loss to period end loans 1.47 % 1.41 % 1.48 % Charge-offs ratios Gross charge-offs to average loans 0.31 % 0.32 % 0.10 % Recoveries to average loans 0.11 % 0.05 % 0.09 % Net charge-offs to average loans 0.19 % 0.27 % 0.01 % Net Charge-offs to average loans by portfolio: Commercial non real estate 0.24 % 0.54 % (0.04 )% Commercial real estate - owner occupied (0.03 )% (0.03 )% 0.01 % Total commercial & industrial 0.17 % 0.40 % (0.03 )% Commercial real estate - income producing 0.22 % 0.00 % 0.01 % Construction and land development 0.01 % 0.00 % (0.01 )% Total Commercial 0.17 % 0.28 % (0.02 )% Residential mortgages (0.01 )% (0.03 )% (0.06 )% Consumer 1.08 % 0.79 % 0.47 % 64 Table of Contents An allocation of the loan loss allowance by major loan category is set forth in the following table for the periods indicated.
Summary of Activity in the Allowance for Credit Losses December 31, ($ in thousands) 2025 2024 2023 Provision and Allowance for Credit Losses Allowance for Loan Losses: Allowance for loan losses at beginning of period $ 318,882 $ 307,907 $ 307,789 Loans charged-off: Commercial non real estate 45,564 45,488 59,830 Commercial real estate - owner occupied 4,626 143 — Total commercial & industrial 50,190 45,631 59,830 Commercial real estate - income producing 34 8,822 73 Construction and land development 1,314 264 72 Total Commercial 51,538 54,717 59,975 Residential mortgages 922 380 55 Consumer 16,006 17,987 15,393 Total charge-offs 68,466 73,084 75,423 Recoveries of loans previously charged-off: Commercial non real estate 11,332 22,292 6,152 Commercial real estate - owner occupied 686 1,036 957 Total commercial & industrial 12,018 23,328 7,109 Commercial real estate - income producing 49 7 14 Construction and land development 123 64 11 Total commercial 12,190 23,399 7,134 Residential mortgages 841 595 1,278 Consumer 2,976 3,057 3,611 Total recoveries 16,007 27,051 12,023 Total net charge-offs 52,459 46,033 63,400 Provision for loan losses 41,308 57,008 63,518 Allowance for loan losses at end of period $ 307,731 $ 318,882 $ 307,907 Reserve for Unfunded Lending Commitments: Reserve for unfunded lending commitments at beginning of period 24,053 28,894 33,309 Provision for losses on unfunded lending commitments 9,875 (4,841 ) (4,415 ) Reserve for unfunded lending commitments at end of period $ 33,928 $ 24,053 $ 28,894 Total Allowance for Credit Losses $ 341,659 $ 342,935 $ 336,801 Total Provision for Credit Losses $ 51,183 $ 52,167 $ 59,103 Coverage ratios: Allowance for loan losses to period end loans 1.28 % 1.37 % 1.29 % Allowance for credit loss to period end loans 1.43 % 1.47 % 1.41 % Charge-offs ratios Gross charge-offs to average loans 0.29 % 0.31 % 0.32 % Recoveries to average loans 0.07 % 0.11 % 0.05 % Net charge-offs to average loans 0.22 % 0.19 % 0.27 % Net Charge-offs to average loans by portfolio: Commercial non real estate 0.35 % 0.24 % 0.54 % Commercial real estate - owner occupied 0.13 % (0.03 )% (0.03 )% Total commercial & industrial 0.30 % 0.17 % 0.40 % Commercial real estate - income producing (0.00 )% 0.22 % 0.00 % Construction and land development 0.10 % 0.01 % 0.00 % Total Commercial 0.22 % 0.17 % 0.28 % Residential mortgages 0.00 % (0.01 )% (0.03 )% Consumer 0.98 % 1.08 % 0.79 % 66 Table of Contents An allocation of the loan loss allowance by major loan category is set forth in the following table for the periods indicated.

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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 QUALITA TIVE DISCLOSURES ABOUT MARKET RISK The information required for this item is included in the sections entitled “Asset/Liability Management” and “Net Interest Income at Risk” that appear in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and is incorporated here by reference. 80 Table of Contents
Biggest changeITEM 7A. QUANTITATIVE AND QUALITA TIVE DISCLOSURES ABOUT MARKET RISK The information required for this item is included in the sections entitled “Asset/Liability Management” and “Net Interest Income at Risk” that appear in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and is incorporated here by reference. 82 Table of Contents

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