10-K – 2026-02-26 – umbf-20251231.htm

significant financial, business, reputational, regulatory, or other damage. Failures or errors in, or breach of the Company’s systems or networks, or those of its third-party service providers or their third-party service providers (collectively, third party service providers), or the Company’s counterparties, may expose the Company to litigation, disclosure requirements, remediation costs, increased costs for security measures, loss of revenue, regulatory scrutiny, governmental investigation and/or other actions, and other potential liability. For example, despite security measures, the Company’s or its third-party service providers’ information technology and infrastructure may be breached or rendered inaccessible due to a variety of factors, including from infrastructure changes or failures, introductions of new functionality, human or software errors, service failures, operational and technological outages, capacity constraints, loss or theft of assets, natural disasters, terrorist attacks, power outages, data breaches, cyber-attacks, denial of service attacks, hacking, ransomware and other computer viruses or malware, or acts of misconduct through pretext calls, electronic phishing or other means, and, as a result, an unauthorized party may obtain access to the Company’s or its customers’ confidential, proprietary, personal, or sensitive data. These risks and uncertainties are rapidly evolving and increasing in complexity, and the Company’s failure to effectively mitigate them could negatively impact its business and operations.
Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently or may be designed to remain dormant until a predetermined event, and often are not recognized until launched against a target, the Company or its third-party service providers may be unable to anticipate or detect these techniques or implement adequate preventative or remedial measures. Though it is difficult to determine what harm may directly result from any specific interruption or data breach, any failure to maintain performance, reliability, security, and availability of the Company’s network infrastructure and the information processed thereby may harm the Company’s brand, its ability to retain existing customers and attract new customers, and its ability to operate.
Risks and exposures related to cybersecurity attacks, particularly for financial institutions, are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats and the expanding use of technology-based products and services by the Company, its third-party service providers, and its customers. The Company can provide no assurances that the safeguards it or its third-party service providers have in place or may implement in the future will prevent all unauthorized infiltrations or breaches and that the Company will not suffer losses related to a security breach in the future, which losses may be material.
As noted above, third-party service providers also present a source of risk to the Company if their own security measures or other systems or infrastructure were to be breached or subject to another cybersecurity incident, rendered inaccessible or interrupted, experience an outage, downtime or degradation in service, or otherwise fail or experience adverse conditions (including conditions which interfere with the Company’s access to and use of such third-party services). The Company’s ability to monitor its third-party service providers’ cybersecurity practices is inherently limited. Although the agreements that the Company has in place with its third-party service providers generally include requirements relating to privacy, data protection and data security where and as appropriate, the Company cannot guarantee that such agreements will prevent a cyber incident impacting the Company’s systems or information or enable it to obtain adequate or any reimbursement from its third-party service providers in the event the Company should suffer any such incidents. In addition, due to applicable laws and regulations or contractual obligations, the Company may be held responsible for cyber incidents attributed to its third-party service providers as they relate to the information shared with them.
Likewise, a cyber-attack, hacking incident, or other security breach affecting the business community, the markets, or parts of them may cycle or cascade through the financial system and adversely affect the Company or its service providers or counterparties. Many of these risks and uncertainties are beyond the Company’s control. Any failure, attempted or successful data breach or other cybersecurity incident or significant disruption in the Company’s information technology infrastructure, or those of the Company’s third-party service providers, could lead to transaction delays, compromised cybersecurity or data, inability to access critical services, and a failure to comply with applicable laws, regulations and standards governing financial transactions, data privacy, and cybersecurity. The consequences of such disruptions could be severe, resulting in financial losses, identity theft, loss of consumer trust, regulatory fines, monetary damages or other penalties or fines as well as a tarnished reputation among customers, partners and other third parties, any of which could adversely affect the Company’s business, results of operations, financial condition and future prospects. Although the Company believes it has appropriate measures in place to help manage the risk, there can be no guarantee that its efforts will be effective in preventing a material loss event.

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Even when an attempted cyber-attack, hacking incident or other security breach is successfully avoided or thwarted, the Company may need to expend substantial resources to avoid such breach, may be required to take actions that could adversely affect customer satisfaction or behavior, and may be exposed to reputational damage. Despite the Company’s efforts to safeguard the integrity of systems and controls and to manage third-party risk, the Company may not be able to anticipate or implement effective measures to prevent all security breaches or all risks to the sensitive, confidential, or proprietary information that it or its service providers or counterparties collect, store, or transmit. In some cases, the Company may not be able to identify the cause or causes of these performance problems immediately or in short order, and may face difficulties detecting, mitigating, remediating, and otherwise responding to any such issues.
The trading volume in the Company’s common stock at times may be low, which could adversely affect liquidity and stock price. Although the Company’s common stock is listed for trading on the NASDAQ Global Select Market, the trading volume in the stock may at times be low and, in relative terms, less than that of other financial-services companies. A public trading market that is deep, liquid, and orderly depends on the presence in the marketplace of a large number of willing buyers and sellers and narrow bid-ask spreads. These market features, in turn, depend on a number of factors, such as the individual decisions of investors and general economic and market conditions, over which the Company has no control. During any period of lower trading volume in the Company’s common stock, the stock price could be more volatile, and the liquidity of the stock could suffer.
The Company operates in a highly regulated industry, and its business or performance could be adversely affected by the legal, regulatory and supervisory frameworks applicable to it, changes in those frameworks, and other legal and regulatory risks and uncertainties. The Company operates in a highly regulated industry and is subject to expansive legal and regulatory frameworks in the United States—at the federal, State, and local levels—and in the foreign jurisdictions where its business segments operate. In addition, the Company is subject to the direct supervision and examination of government authorities charged with overseeing the kinds of financial activities conducted by the Company in its business segments and the taxation of domestic companies. These legal, regulatory, and supervisory frameworks are designed to protect public or private interests, including protecting depositors and other customers of the Bank, the FDIC’s DIF and the banking and financial systems as a whole, that differ from the interests of the Company’s shareholders or non-deposit creditors. See “Government Monetary and Fiscal Policies” and “Regulation and Supervision” in Part I, Item 1 of this report, which is incorporated by reference herein.
Regulatory scrutiny and the intensity of supervision of all financial-services companies is evolving, fundamental changes have been made to the banking, securities, and other laws that govern financial services, and a host of related business practices have been reexamined and reshaped in the relatively near term. The Company expects to continue devoting increased time and resources to risk management, compliance, and regulatory change management. The legislative, regulatory, and supervisory environment is beyond the Company’s control, may change rapidly and unpredictably, and may negatively influence the Company’s revenue, costs, earnings, growth, liquidity and capital levels. For example, the Company is unable to predict what, if any, changes to the regulatory environment may be enacted by Congress or the presidential administration and what the impact of any changes will be on the Company. Some of the regulations finalized in the prior administration that are applicable to financial institutions have been modified, rescinded or withdrawn or are subject to reevaluation, creating further uncertainty. It is possible the expected changes in regulation do not occur or are reversed by a subsequent administration, or the regulatory measures that are ultimately enacted deliver significant competitive advantages to financial services that are structured differently or serve different markets than the Company. Risks also exist that government authorities could judge the Company’s business or other practices as unsafe, unsound, or otherwise unadvisable and bring formal or informal corrective or enforcement actions against it, including fines or other penalties and directives to change its products or other services. For example, the federal banking agencies regularly conduct examinations of the Company’s business. If, as a result of an examination, a banking agency were to determine that the financial condition, capital resources, asset quality, asset concentration, earning prospects, management, liquidity, sensitivity to market risk, consumer compliance, or other aspects of any of the Company’s operations has become unsatisfactory, or that the Company or the Company’s management is in violation of any law or regulation, it could take a number or different remedial actions as it deems appropriate. These actions include the power to require the Company to cease and desist “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in the Company’s capital, to restrict the Company’s growth, to change the asset composition of the Company’s portfolio or balance sheet, to assess civil money penalties against the Company’s officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate the Bank’s deposit insurance. For practical or other reasons, the Company

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may not be able to effectively defend itself against these actions, and they in turn could give rise to litigation by private plaintiffs. Further, if the laws, rules, and regulations materially adversely affect the Company, including any changes that would negatively impact the tax treatment of the Company, the Company’s products and services or the Company’s shareholders, the Company may be adversely impacted. All of these and other regulatory risks and uncertainties could adversely affect the Company’s reputation, business, results of operations, financial condition, or prospects.
Regulatory or supervisory requirements, future growth, operating results, or strategic plans may prompt the Company to raise additional capital, but that capital may not be available at all or on favorable terms and, if raised, may be dilutive. The Company is subject to safety-and-soundness and capital-adequacy standards under applicable law, which are subject to change, and to the direct supervision of government authorities. See “Regulation and Supervision” in Part I, Item 1 of this report. If the Company is not satisfying or is at risk of not satisfying these standards or applicable supervisory requirements—whether due to inadequate operating results that erode capital, future growth that outpaces the accumulation of capital through earnings, or otherwise—the Company may be required to raise capital, restrict dividends, or limit originations of certain types of commercial and mortgage loans. If the Company is required to limit originations of certain types of commercial and mortgage loans, it would thereby reduce the amount of credit available to borrowers and limit opportunities to earn interest income from the loan portfolio. The Company also may be compelled to raise capital if regulatory or supervisory requirements change. In addition, the Company may elect to raise capital for strategic reasons even when it is not required to do so.
The Company’s ability to raise capital on favorable terms or at all will depend on general economic and market conditions, which are outside of its control, and on the Company’s operating and financial performance. Accordingly, the Company cannot be assured of its ability to raise capital when needed or on favorable terms. An inability to raise capital when needed or on favorable terms could damage the performance and value of its business, prompt regulatory intervention, and harm its reputation, and if the condition were to persist for any appreciable period of time, its viability as a going concern could be threatened. If the Company is able to raise capital and does so by issuing common stock or convertible securities, the ownership interest of its existing stockholders could be diluted, and the market price of its common stock could decline.
The Company is subject to complex and evolving laws, regulations, rules, standards and contractual obligations related to privacy, data protection/use and data security, which may increase the Company’s costs of doing business and liability exposure. The Company is subject to a variety of complex and continuously evolving and developing laws, regulations, rules, standards and contractual obligations regarding privacy, data protection/use and data security, including those related to the collection, storage, handling, use, disclosure, transfer, security, integration with artificial intelligence and other processing of personal information. Compliance with such laws, regulations, rules, standards and contractual obligations may require the Company to incur significant compliance costs and/or require the Company to change its policies, procedures or operations, and failure to comply with such laws, regulations, rules, standards or contractual obligations could expose the Company to liability, including enforcement actions, fines, penalties and sanctions for non-compliance, governmental investigations and/or reputational damage, and of which could have a material adverse effect on the Company’s business, financial condition and results of operations.
At the federal level, the Company is subject to the GLBA, which requires financial institutions to, among other things, periodically disclose their privacy policies and practices relating to sharing personal information and, in some cases, enables retail customers to opt out of the sharing of certain non-public personal information with unaffiliated third parties, among other laws and regulations. The Company is also subject to the rules and regulations promulgated under the authority of the Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to privacy and cybersecurity. Federal banking agencies also regularly issue guidance regarding cybersecurity intended to enhance cyber risk management standards among financial institutions. Moreover, the U.S. Congress is currently considering various proposals for more comprehensive privacy, data protection and data security legislation, to which the Company may be subject if passed.
State regulators have also been increasingly active in implementing privacy and cybersecurity laws, regulations, rules and standards. Several states, including states where the Company currently conducts, or may in the future conduct, business, such as California, Nebraska, Virginia and Colorado, have implemented, or are considering implementing, comprehensive data privacy and cybersecurity laws and regulations, including regulations requiring certain financial institutions to implement cybersecurity programs. For example, laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to individuals whose personal

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information has been disclosed as a result of a data breach. Certain state laws and regulations may be more stringent, broader in scope or offer greater individual rights with respect to personal information than federal or other state laws and regulations, and such laws and regulations may differ from each other, which may complicate compliance efforts and increase compliance costs. This trend of state-level activity is expected to persist and the Company is continually monitoring developments in the states in which the Company’s customers are located.
Further, the Company makes public statements about its use, collection, disclosure and other processing of personal information through its privacy policies, information provided on its website and press statements. Although the Company endeavors to comply with its public statements and documentation, and to ensure that such public statements and documentation are accurate, comprehensive and compliant with applicable laws, it may at times fail to do so or be alleged to have failed to do so. The publication of the Company’s privacy policies and other statements that provide promises and assurances about privacy, data protection and data security can subject the Company to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of its actual practices. Additional risks could arise in connection with any failure or perceived failure by the Company, its service providers or other third parties with which the Company does business to provide adequate disclosure or transparency to individuals, including customers, about the personal information collected from them and its use, to receive, document or honor the privacy preferences expressed by individuals, to protect personal information from unauthorized disclosure, or to maintain proper training on privacy practices for all employees or third parties who have access to personal information in the Company’s possession or control.
The market price of the Company’s common stock could be adversely impacted by banking, antitrust, or corporate laws that have or are perceived as having an anti-takeover effect. Banking and antitrust laws, including associated regulatory-approval requirements, impose significant restrictions on the acquisition of direct or indirect control over any bank holding company, including the Company. Acquisition of ten percent or more of any class of voting stock of a bank holding company or depository institution, including shares of its common stock, generally creates a rebuttable presumption that the acquirer “controls” the bank holding company or depository institution and requires the acquirer to obtain the non-objection from the FRB under the CIBCA. Also, a bank holding company must obtain the prior approval of the FRB under the BHCA before, among other things, acquiring direct or indirect ownership or control of more than 5 percent of any class of voting stock of any bank, including the Bank.
In addition, a non-negotiated acquisition of control over the Company may be inhibited by provisions of the Company’s restated articles of incorporation and bylaws that have been adopted in conformance with applicable corporate law, such as the ability to issue shares of preferred stock and to determine the rights, terms, conditions and privileges of such preferred stock without stockholder approval. If any of these restrictions were to operate or be perceived as operating to hinder or deter a potential acquirer for the Company, the market price of the Company’s common stock could suffer.
The Company’s inability to adequately protect and maintain its intellectual property may increase the Company’s legal exposure and adversely impact its performance. The Company relies on a variety of measures to protect and enhance its intellectual property portfolio, including trademarks, trade secrets and restrictions on disclosure, and undertakes other measures to control access to and distribution of its proprietary and confidentiality information. However, such measures may not prevent misappropriation of the Company’s proprietary or confidential information or infringement, misappropriation or other violations of its intellectual property rights. Additionally, the Company’s competitors or other third parties may allege that the Company’s systems, processes or technologies (or that the Company’s use of its third-party service providers’ systems, processes or technologies) infringe upon, misappropriate or otherwise violation their intellectual property rights. If the Company’s intellectual property rights are infringed or misappropriated, or if the Company’s competitors or other third parties prevail in any intellectual property-related litigation against the Company, the Company could suffer a competitive disadvantage, be prevented from using technology important to its business for which there may be no appropriate alternative technology available at a commercially reasonable price or at all, lose significant revenues, include significant license, royalty, technology development or other expenses, or pay significant damages, all of which could have a material adverse effect on the Company’s business, financial condition and results of operations.
The Company’s business relies on systems, employees, service providers, and other third parties, and failures or errors by any of them or other operational risks associated with the Company’s reliance on third parties could adversely affect the Company. The Company relies on hosted and on-premises systems, employees, service providers, and other third parties to properly oversee, administer, and process a high volume of transactions and otherwise support the Company’s day-to-day operations. This gives rise to meaningful operational

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risk—including the risk of fraud by employees or outside parties, unauthorized access to the Company’s premises or systems, errors in processing, use of or integration with artificial intelligence, failures of technology, breaches of internal controls or compliance safeguards, malware and other security or hacking incidents, inadequate integration of acquisitions, human or software errors, design or performance issues, capacity constraints or unexpected transaction volumes, unavailability of systems and services, including due to electrical or telecommunications outages, bad weather, acts of terrorism or the like, and other breakdowns in business continuity plans or acts of misconduct.
The Company relies on the business infrastructure and technology systems of third parties (and their supply chains) with which it does business and/or to whom it outsources the operation, maintenance and development of its key information technology and communications systems as well as other key components of its business operations. If the Company or its service providers fail to architect, administer or oversee such infrastructure or systems in a well-managed, secure and effective manner, or if such infrastructure or systems become unavailable, are disrupted, fail to scale, do not operate as designed or expected, or do not meet their service level agreements for any reason, the Company may experience unplanned service disruption or unforeseen costs which could result in material harm to the Company’s business and operations. The Company must successfully develop and maintain information, financial reporting, disclosure, privacy, data protection, data security, artificial intelligence, and other controls adapted to the Company’s reliance on outside platforms and providers. The Company faces a risk that its third-party service providers might be unable or unwilling to continue to provide these or other services to meet its current or future needs in an efficient, cost-effective, or favorable manner or may terminate or seek to terminate their contractual relationships with the Company. In addition, service providers or solutions utilizing artificial intelligence are subject to uncertain and evolving laws and regulations, unique data, confidentiality and privacy risks, and the potential for unexpected operational results that are not insignificant. Despite reasonable efforts, the Company's risk management framework may not be sufficiently effective in managing the risk of artificial intelligence usage, which could result in significant operational, financial, legal and reputational risk for the Company. In addition, service providers utilizing third-party technology or other intellectual property in connection with their provision of services may face allegations of misappropriation, misuse, infringement or other intellectual property rights violations, which could result in the Company losing access to such technology or services. Any transition to alternative third-party service providers or internal solutions may be difficult to implement, may cause the Company to incur significant time and expense and may disrupt or degrade the Company’s ability to deliver its products and services. Thus, the infrastructure and systems that are outsourced to third-party service providers may increase the Company’s risk exposure.
The soundness, and other real or perceived risks, of other financial institutions could adversely affect the Company . Adverse developments affecting the overall strength and soundness of other financial institutions, the financial services industry as a whole and the general economic climate and the U.S. Treasury market could have a negative impact on perceptions about the strength and soundness of the Company’s business even if the Company is not subject to the same adverse developments. In addition, adverse developments with respect to third parties with whom the Company has important relationships could also negatively impact perceptions about the Company. These perceptions about the Company could cause its business to be negatively affected and exacerbate the other risks that the Company faces.
The Company may be impacted by actual or perceived soundness of other financial institutions, including as a result of the financial or operational failure of a major financial institution, or concerns about the creditworthiness of such a financial institution or its ability to fulfill its obligations, which can cause substantial and cascading disruption within the financial markets and increased expenses, including FDIC insurance premiums, and could affect the Company’s ability to attract and retain depositors and to borrow or raise capital. For example, during 2023 the FDIC took control and was appointed receiver of Silicon Valley Bank, Signature Bank, and First Republic Bank. In addition, there has been, and there may continue to be in the future, negative market impacts on many financial institutions in the industry for the perceived risks associated with extensions of credit to non-depository financial institutions, regardless of the actual risk for any particular financial institution. The failure or risks of other banks and financial institutions, and the measures taken by governments, businesses, and other organizations in response to those events, could adversely impact the Company’s business, financial condition and results of operations.
The Company’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated because of trading, clearing, counterparty and other relationships. The Company routinely executes transactions with counterparties in the financial services industry, including brokers and dealers, the FHLB, commercial banks, investment banks, payment processors, and other institutional clients, which may result in payment obligations to

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the Company or to its clients due to products it has arranged. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and losses of depositor, creditor, and counterparty confidence and could lead to losses or defaults by the Company or by other institutions. Many of these transactions expose the Company to credit and market risk that may cause its counterparty or client to default. In addition, the Company is exposed to market risk when the collateral it holds cannot be realized or is liquidated at prices not sufficient to recover the full amount of the secured obligation. Any losses arising from such occurrences could materially and adversely affect the Company’s business, results of operations or financial condition.
The Company is heavily reliant on technology, and a failure or delay in effectively implementing technology initiatives or anticipating future technology needs or demands could adversely affect the Company’s business or performance. Like most financial-services companies, the Company significantly depends on technology to deliver its products and other services and to otherwise conduct business. The financial services industry is undergoing rapid technological change with frequent introductions of new technology-driven products and services. To remain technologically competitive and operationally efficient, the Company invests in system upgrades, new solutions, and other technology initiatives, including for both internally and externally hosted solutions. Many of these initiatives are of significant duration, are tied to critical systems, and require substantial internal and external resources. Furthermore, to the extent these initiatives may implicate new technologies or solutions such as those related to artificial intelligence or automation, additional risk may be present. Although the Company takes steps to mitigate the risks and uncertainties associated with these initiatives, there is no guarantee that they will be implemented on time, within budget, or without negative operational or customer impact. The Company also may not succeed in anticipating its future technology needs, the technology demands of its customers, or the competitive landscape for technology. In addition, the Company relies upon the expertise and support of service providers to help implement, maintain and/or service certain of its core technology solutions. If the Company cannot effectively manage these service providers, the service parties fail to materially perform, or the Company was to falter in any of the other noted areas, its business or performance could be negatively impacted.
Negative publicity outside of the Company’s control, or its failure to successfully manage issues arising from its conduct or in connection with the financial-services industry generally, could damage the Company’s reputation and adversely affect its business or performance. The performance and value of the Company’s business could be negatively impacted by any reputational harm that it may suffer. This harm could arise from negative publicity outside of its control or its failure to adequately address issues arising from its own conduct or in connection with the financial-services industry generally. Financial services companies are highly vulnerable to reputational damage when they are found to have harmed customers, particularly retail customers, through conduct that is seen as illegal, unfair, deceptive, abusive, manipulative, or otherwise wrongful. Risks to the Company’s reputation could arise in any number of contexts—for example, cyber incidents and other security breaches, mergers and acquisitions, lending or investment-management practices, actual or potential conflicts of interest, failures to prevent money laundering, corporate governance, and unethical behavior and practices committed by Company employees or competitors in the financial services industry.
In addition, the speed with which information spreads through news, social media and other sources, including on the internet, means that negative information about the Company can rapidly have a broadly adverse impact on its reputation. This is true whether or not the information is accurate. Once information has gone viral, it can be difficult to counter it effectively, either by correcting inaccuracies or communicating remedial steps taken for actual issues. The potential impact of negative information going viral and the ease with which customers transact means that material reputational harm can result from a single discrete or isolated incident.
The Company faces intense competition from other financial-services and financial-services technology companies, and competitive pressures could adversely affect the Company’s business or performance. The Company faces intense competition in each of its business segments and in all of its markets and geographic regions, and the Company expects competitive pressures to intensify in the future—especially in light of recent legislative and regulatory initiatives, technological innovations that alter the barriers to entry, current economic and market conditions, and government monetary and fiscal policies. Competition with financial-services technology companies, including those related to digital currencies or cryptocurrencies (including stablecoins), or technology companies partnering with financial-services companies, may be particularly intense, due to, among other things, differing regulatory environments. For example, the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (GENIUS Act) provides a legal framework for stablecoins to be issued in the United States, which may lead to new and increased competition for funds that may have otherwise been, or currently are, deposits with banks, such as the Bank. See “Competition” in Part I, Item 1 of this report.

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Competitive pressures may drive the Company to take actions that the Company might otherwise eschew, such as lowering the interest rates or fees on loans or raising the interest rates on deposits in order to keep or attract high-quality customers. These pressures also may accelerate actions that the Company might otherwise elect to defer, such as substantial investments in technology or infrastructure. The Company has certain businesses that utilize wholesale models which can lead to customer concentrations for those businesses that, if negatively impacted by new entrants, competitive pressures, or consolidations, could affect the Company’s fee income. Whatever the reason, actions that the Company takes in response to competition may adversely affect its results of operations and financial condition. These consequences could be exacerbated if the Company is not successful in introducing new products and other services, achieving market acceptance of its products and other services, developing and maintaining a strong customer base, or prudently managing expenses. See risk below “The financial services industry is rapidly evolving and the Company may not be successful in introducing new products or services on a large scale in response to these changes.”
The financial services industry is rapidly evolving and the Company may not be successful in introducing new products or services on a large scale in response to these changes. Technological changes continue to significantly impact the financial services industry. For example, the Company may be unsuccessful in deploying new technologies to strengthen its credit underwriting capabilities, enhance the effectiveness of its marketing efforts, enhance customer service, drive efficiencies in back-office functions or reduce fraud. The competitive mobile, e-wallet and tokenization spaces are expected to continue to bring risks and opportunities to digital banking business.
The process of developing new products and services or enhancing the Company’s existing products and services is complex, costly and uncertain. Difficulties or delays in the development, production, testing and marketing of new products or services may be caused by a number of factors including, among other things, operational, capital and regulatory constraints. The occurrence of such difficulties may affect the success of the Company’s products or services. Developing unsuccessful products and services could result in financial losses as well as decreased capital availability. In addition, the new products and services offered may not be adopted by consumers or financial institution customers. Also, the success of a new product or service may depend upon the Company’s ability to deliver it on a large scale, which may require a significant capital investment that it may not be in a position to make. If the Company is unable to successfully introduce and support new income-generating products and services while also managing expenses, it may impact its ability to compete effectively and materially adversely affect the Company’s business, financial condition and results of operations.
The Company may not be able to realize the full anticipated benefits of the acquisition of HTLF. Following consummation of the acquisition of HTLF, the Company developed and implemented strategies to fully integrate with HTLF. The Company completed the conversion of systems and procedures during the fourth quarter of 2025. The ability to fully realize the remaining anticipated benefits of the acquisition is subject to the Company’s ability to support its consolidated operations, foster a cohesive corporate culture and further eliminate redundancies and costs. In doing so, the Company may encounter difficulties that could adversely affect the ability to maintain relationships with existing clients, customers, depositors and employees, such as:
• the loss of key employees;

• customer dissatisfaction with the new, combined operations and business;

• incompatibilities in corporate culture following conversion and combined operations;

• inability to maintain and increase competitive presence;

• loan and deposit attrition, customer loss and revenue loss;

• unexpected issues with operations, personnel, third-party service providers, and credit; and/or

• inconsistent application of standards, controls, procedures and policies.

Disruption to the businesses resulting from the Company's continued efforts could cause customers, including depositors, to move their business to a competing financial institution.
Further, the Company acquired HTLF with the expectation that the acquisition will result in various benefits including, among other things, benefits relating to enhanced revenues, a strengthened market position for the combined company, cross selling opportunities, technological efficiencies, cost savings and operating efficiencies. Achieving the anticipated benefits of the acquisition of HTLF remains subject to a number of uncertainties,

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including general competitive factors in the marketplace. Failure to achieve these anticipated benefits on the anticipated timeframe, or at all, could result in a reduction in the price of the Company’s common stock as well as in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially and adversely affect the Company’s business, financial condition and operating results. Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.
The Company has incurred significant transaction and acquisition-related costs in connection with the acquisition of HTLF. The Company has incurred significant non-recurring costs associated with combining the operations of HTLF with its operations. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employment-related costs, public company filing fees and other regulatory fees, printing costs and other related costs. Although the Company expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and acquisition-related costs over time, this net benefit may not be achieved in the near term, or at all.
The market price for the Company’s common stock following the acquisition of HTLF may be affected by factors different from those that historically have affected the Company’s common stock. Following the acquisition and conversion of HTLF, the Company is now subject to risks related to HTLF’s historical business and has taken on its loans, investments and other obligations. This increased the Company’s credit risk and, if such obligations are not repaid or losses are incurred on such obligations, there could be material and adverse effects on the Company’s business. Additionally, where the Company’s historical business and HTLF’s historical business overlap, any risks the Company faces may be increased due to the acquisition of HTLF. For example, HTLF’s loan portfolio has a large concentration of commercial real estate loans, which the Company has added to its existing portfolio. This may exacerbate the risks the Company already undertakes with its own historical portfolio comprised meaningfully of commercial real estate loans and may result in new ones. Additionally, the value of real estate can fluctuate significantly in a short period of time as a result of market conditions in any of the geographic bank markets in which such real estate is located, as well as because funds are advanced based on estimates of costs and the estimated value of the completed project and therefore have a greater risk of default in a weaker economy. Construction projects require prudent underwriting including determination of a borrower’s ability to complete the project, while staying within budget and on time in accordance with construction plans. Economic events, supply chain issues, labor market disruptions, and other factors outside the Company’s control, or that of the borrowers, could negatively impact the future cash flow and market values of affected properties.
The future results of the Company following the acquisition of HTLF may suffer if the Company does not effectively manage its expanded operations. As a result of the acquisition of HTLF, the size of the business of the Company increased significantly. The Company’s future success depends, in part, upon its success in continuing to manage the expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The Company may also face additional or different regulatory requirements and scrutiny from governmental authorities as a result of the expanded business operations. The Company’s failure to meet such expectations may expose it to regulatory enforcement actions and civil penalties which could have an adverse material impact on the Company’s business, financial condition, operations and reputation and could jeopardize the Company’s ability to pursue acquisition opportunities.
There can be no assurances that the Company will be successful following the acquisition of HTLF or that it will realize the expected operating efficiencies, cost savings or other benefits currently anticipated from the acquisition of HTLF.
The Company’s internal controls, risk-management and compliance programs or functions may not be effective in identifying and mitigating risk and loss. The Company maintains standards on internal controls (including over financial reporting), and related disclosures which are regularly reviewed by management, as well as an enterprise risk-management program that is designed to identify, quantify, monitor, report, and control the risks that it faces. These include interest-rate risk, credit risk, liquidity risk, market risk, operational risk, reputational risk, and compliance risk. The Company also maintains a compliance program to identify, measure, assess, and report on its adherence to applicable law, policies, and procedures. While the Company assesses and strives to improve these controls and programs on an ongoing basis, there can be no assurance that its frameworks or models for risk management, compliance, and related controls will effectively mitigate risk and limit losses in its business. If conditions or circumstances arise that expose flaws or gaps in the Company’s risk-management or compliance programs or if its controls break down, the performance and value of the Company’s business could be adversely

27

 

affected. The Company could be negatively impacted as well if, despite programs being in place, its risk-management or compliance personnel are ineffective in executing them and mitigating risk and loss.
Some of the Company’s methods of managing risks are based upon use of observed historical market behavior, the use of analytical and/or forecasting models and management’s judgment. These methods may not accurately predict future exposures, which could be significantly greater than the historical measures or modes indicate. For example, credit risk is inherent in the financial services business and results from, among other things, extending credit to customers. The Company’s ability to assess the creditworthiness of its customers may be impaired if the models and approaches used to select, manage and underwrite consumer and commercial customers become less predictive of future charge-offs due to, for example, rapid changes in the economy.
If the Company’s subsidiaries are unable to make dividend payments or distributions to the Company, it may be unable to satisfy its obligations to counterparties or creditors or make dividend payments to its stockholders. The Company is a legal entity separate and distinct from its bank and nonbank subsidiaries and depends on dividend payments and distributions from those subsidiaries to fund its obligations to counterparties and creditors and its dividend payments to stockholders. See “Regulation and Supervision—Requirements Affecting the Relationships among the Company, Its Subsidiaries, and Other Affiliates” in Part I, Item 1 of this report. Any of the Company’s subsidiaries, however, may be unable to make dividend payments or distributions to the Company, including as a result of a deterioration in the subsidiary’s performance, investments in the subsidiary’s own future growth, or regulatory or supervisory requirements. If any subsidiary were unable to remain viable as a going concern, moreover, the Company’s right to participate in a distribution of assets would be subject to the prior claims of the subsidiary’s creditors (including, in the case of the Bank, its depositors and the FDIC).
An inability to attract, retain, or motivate qualified employees could adversely affect the Company’s business or performance. Skilled employees are the Company’s most important resource, and competition for talented people is intense. Even though compensation is among the Company’s highest expenses, it may not be able to locate and hire the best people, keep them with the Company, or properly motivate them to perform at a high level. Recent scrutiny of compensation practices, especially in the financial-services industry, has made this only more difficult. In addition, some parts of the Company’s business are particularly dependent on key personnel, including investment management, asset servicing, and commercial lending. If the Company were to lose and find itself unable to replace these personnel or other skilled employees, or if the competition for talent drove its compensation costs to unsustainable levels, the Company’s business, results of operations, and financial condition could be negatively impacted.
The Company is subject to a variety of litigation and other proceedings, which could adversely affect its business or performance. The Company is involved from time to time in a variety of judicial, alternative-dispute, and other proceedings arising out of its business or operations. Additionally, the Company may incur costs in connection with the defense or settlement of any shareholder or stockholder lawsuits resulting from its acquisition of HTLF. The Company establishes reserves for claims when appropriate under generally accepted accounting principles, but costs often can be incurred in connection with a matter before any reserve has been created. The Company also maintains insurance policies to mitigate the cost of litigation and other proceedings, but these policies have deductibles, limits, and exclusions that may diminish their value or efficacy. Despite the Company’s efforts to appropriately reserve for claims and insure its business and operations, the actual costs associated with resolving a claim may be substantially higher than amounts reserved or covered. Substantial legal claims, even if not meritorious, could have a detrimental impact on the Company’s business, results of operations, and financial condition and could cause reputational harm.
Changes in accounting standards could impact the Company’s financial statements and reported earnings. Accounting standard-setting bodies, such as the Financial Accounting Standards Board, periodically change the financial accounting and reporting standards that affect the preparation of the Company’s Consolidated Financial Statements. These changes are beyond the Company’s control and could have a meaningful impact on its Consolidated Financial Statements.
The Company’s selection of accounting methods, assumptions, and estimates could impact its financial statements and reported earnings. To comply with generally accepted accounting principles, management must sometimes exercise judgment in selecting, determining, and applying accounting methods, assumptions, and estimates. This can arise, for example, in the determination of the allowance for credit losses. Furthermore, accounting methods, assumptions and estimates are part of acquisition purchase accounting and the calculation of the fair value of assets and liabilities that have been purchased, including credit-impaired loans. The judgments

28

 

required of management can involve difficult, subjective, or complex matters with a high degree of uncertainty, and several different judgments could be reasonable under the circumstances and yet result in significantly different results being reported. See “Critical Accounting Policies and Estimates” in Part II, Item 7 of this report. If management’s judgments are later determined to have been inaccurate, the Company may experience unexpected losses that could be substantial.
The Company’s ability to engage in opportunistic mergers and acquisitions is subject to significant risks, including the risk that government authorities will not provide the requisite approvals, the risk that integrating acquisitions may be more difficult, costly, or time consuming than expected, and the risk that the value of acquisitions may be less than anticipated. The Company may make opportunistic acquisitions of other financial-services companies or businesses from time to time. These acquisitions may be subject to regulatory approval, and there can be no assurance that the Company will be able to obtain that approval in a timely manner or at all. Even when the Company is able to obtain regulatory approval, the failure of other closing conditions to be satisfied or waived could delay the completion of an acquisition for a significant period of time or prevent it from occurring altogether. In addition, regulatory authorities may impose conditions on the completion of the acquisition or require changes to its terms that materially affect the terms of the transaction or the Company’s ability to capture some of the opportunities presented by the transaction. Any failure or delay in, or imposition of conditions on, closing an acquisition could adversely affect the Company’s reputation, business, results of operations, financial condition, or prospects.
Moreover, the standards by which bank and financial institution acquisitions will be evaluated may be subject to change. Additionally, acquisitions involve numerous risks and uncertainties, including lower-than-expected performance or higher-than-expected costs, difficulties related to integration, diversion of management’s attention from other business activities, changes in relationships with customers or counterparties, and the potential loss of key employees. An acquisition also could be dilutive to the Company’s current stockholders if preferred stock, common stock, or securities convertible into preferred stock or common stock were issued to fully or partially pay or fund the purchase price. The Company, moreover, may not be successful in identifying acquisition candidates, integrating acquired companies or businesses, or realizing the expected value from acquisitions. There is significant competition for valuable acquisition targets, and the Company may not be able to acquire other companies or businesses on attractive terms or at all. Further, the Company’s ability to complete future acquisitions may depend on factors outside its control, including changes in the presidential administration or in one or both houses of Congress. There can be no assurance that the Company will pursue future acquisitions, and the Company’s ability to grow and successfully compete in its markets and regions may be impaired if it chooses not to pursue, or is unable to successfully complete, acquisitions.
 
The Company faces risks in connection with its strategic undertakings and new business initiatives. The Company is engaged, and may in the future engage, in strategic activities including acquisitions, joint ventures, partnerships, investments or other business growth initiatives or undertakings. There can be no assurance that the Company will successfully identify appropriate opportunities, that it will be able to negotiate or finance such activities or that such activities, if undertaken, will be successful. The Company is focused on its long-term growth and has undertaken various strategic activities and business initiatives, some of which may involve activities that are new to it. For example, in the future the Company may engage in or focus on new lines of business, financial technologies, and other activities that are outside of its current product offerings. These new initiatives may subject the Company to, among other risks, increased business, reputational and operational risk, as well as more complex legal, regulatory and compliance costs and risks. See risk above “The financial services industry is rapidly evolving and the Company may not be successful in introducing new products or services on a large scale in response to these changes.” Its ability to execute strategic activities and new business initiatives successfully will depend on a variety of factors. These factors likely will vary based on the nature of the activity but may include the Company’s success in integrating an acquired company or a new internally-developed growth initiative into its business, operations, services, products, personnel and systems, operating effectively with any partner with whom it elects to do business, meeting applicable regulatory requirements and obtaining applicable regulatory licenses or other approvals, hiring or retaining key employees, achieving anticipated synergies, meeting management's expectations, actually realizing the anticipated benefits of the activities, and overall general market conditions. The Company’s ability to address these matters successfully cannot be assured. In addition, its strategic efforts may divert resources or management's attention from ongoing business operations and may subject the Company to additional regulatory scrutiny and potential liability. If the Company does not successfully execute a strategic undertaking, it could adversely affect its business, financial condition, results of operations, reputation, or growth prospects.
 

29

 

Expectations around Environmental, Social and Governance practices, as well as climate change, and related legislative and regulatory initiatives may result in additional risk and operational changes and expenditures that could significantly impact the Company’s business. Companies are facing increased scrutiny from customers, regulators and other stakeholders with respect to their environmental, social and governance (ESG) practices and disclosures. Institutional investors, and investor advocacy groups, in particular, are increasingly focused on these matters, and expectations in many of these areas can vary widely. For example, certain federal and state laws and regulations related to ESG issues may include provisions that conflict with other laws and regulations, which may increase the Company’s costs or limit the Company’s ability to conduct business in certain jurisdictions. In particular, there is an increasing number of anti-ESG initiatives in the United States that may conflict with other regulatory requirements or the Company’s various stakeholders’ expectations. Such divergent, sometimes conflicting, views on ESG-related matters increase the risk that any action or lack thereof by the Company on such matters will be perceived negatively by some stakeholders. In addition, increased ESG related compliance costs could result in increases to the Company’s overall operational costs. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards, and fluctuations in or conflicts among these standards, could negatively impact the Company’s reputation, ability to do business with certain partners, and its stock price. New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure.
 
In addition to regulatory and investor expectations on environmental matters in general, the current and anticipated effects of climate change are creating, for some stakeholders, an increasing level of concern for the state of the global environment. In recent years, governments across the world have entered into international agreements to attempt to reduce global temperatures, in part by limiting greenhouse gas emissions. In the United States, certain state legislatures and state regulatory agencies have proposed and advanced numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change, some of which conflict with other state or federal, initiatives or sentiments. In addition to the challenges of managing conflicting expectations of legislatures, agencies, and regulators with respect to climate change, measures designed to mitigate or bring awareness to climate change may result in the imposition of taxes and fees, the required purchase of emission credits, and the implementation of significant operational changes, each of which may require the Company to expend significant capital and incur compliance, operating, maintenance and remediation costs. Given the lack of empirical data on the credit and other financial risks posed by climate change, it is impossible to predict how climate change may impact the Company’s financial condition and operations; however, as a banking organization, the physical effects of climate change may present certain unique risks to the Company. For example, weather disasters, shifts in local climates and other disruptions related to climate change may adversely affect the value of real properties securing the Company’s loans, which could diminish the value of the Company’s loan portfolio. Such events may also cause reductions in regional and local economic activity that may have an adverse effect on the Company’s customers, which could limit the Company’s ability to raise and invest capital in these areas and communities, each of which could have a material adverse effect on the Company’s financial condition and results of operations.
ITEM 1B. UNRESOLVE D STAFF COMMENTS
There are no unresolved comments from the staff of the SEC required to be disclosed herein as of the date of this report.
ITEM 1C. CYB ERSECURITY
Information security and privacy are an important part of the Company’s culture and foundational to its goal of delivering safe, secure and quality products and services. This philosophy is emphasized throughout the organization by its board of directors, senior leaders, officers, managers and associates to help promote a Company-wide culture of cybersecurity risk management.
Further, the Company operates within the highly regulated financial services industry, which is focused on the security, confidentiality, integrity, availability and privacy of information and information systems. The standards of the SEC, the GLBA, the General Data Protection Regulation (GDPR), and the Federal Financial Institution Examination Council (FFIEC) outline specific requirements regarding cybersecurity and data privacy for publicly traded and financial services companies. The Company has established information security and privacy policies focused on protecting the security, confidentiality, integrity, availability and privacy of information, which policies are designed to be compliant with SEC, GLBA, GDPR, state privacy regulations and FFIEC guidance, as applicable, and incorporate principles from the National Institute of Standards and Technology (NIST) and other industry best-practices where appropriate. The Company’s security and privacy practices are also subject to ongoing independent

30

 

oversight by multiple regulatory bodies including the OCC and the FRB, independent audits such as SOC I and SOC II, independent penetration testing of internal and external systems, independent security attestations of compliance with the requirements of the Society of Worldwide Interbank Financial Telecommunications (SWIFT) and the Federal Reserve (FedLine), and independent assessments in connection with the Company’s Payment Card Industry Data Security Standard (PCI DSS) obligations, as applicable.
As a financial institution, the Company collects, stores, and transmits sensitive, confidential, and proprietary data and other information, including intellectual property, business information, funds-transfer instructions, payment card data, and the personally identifiable information of its customers and employees (Sensitive Information). Sensitive Information can be of significant value to criminal actors, and, as described in the Company’s Risk Factors, cyber incidents and other security breaches involving this information at the Company, at the Company’s service providers or counterparties, or in the business community or markets, may negatively impact the Company’s business or performance.
The board of directors of the Company has oversight responsibility for the risk management policies of the Company’s global operations and the operation of the Company’s global risk management framework. The Board Risk Committee, comprised entirely of independent directors, assists the board of directors with this responsibility by, among other things, approving and periodically reviewing the risk management policies of the Company’s global operations, including statements of risk appetite, and adapting the Enterprise Risk Management Policy, when and as appropriate, to changes in the Company’s structure, risk profile, complexity, activities, or size. The combined Chief Information Security Officer and Chief Privacy Officer (CISO/CPO) supplies the Board, directly or through the Board Risk Committee, with regular reports, on at least a quarterly basis, on the operation of the information security and privacy components of this program, the related evolving risks to the Company’s businesses, and the controls and other mitigants utilized to manage those risks. Membership in the Board Risk Committee includes directors experienced at managing risk in various environments, including cybersecurity. Their expertise helps inform the Company’s cybersecurity and privacy program.
Management is responsible for the daily assessment and management of cybersecurity risks. This is accomplished through a variety of tools and mechanisms. The Company has strategically integrated cybersecurity and privacy risk management into its broader risk management framework. This integration ensures that cybersecurity and privacy considerations are an integral part of the Company's decision-making processes at multiple levels. The Company has appointed a qualified CISO/CPO, who reports to the Chief Administrative & Risk Officer (CARO) as part of independent risk management, who is responsible for establishing strategy and overseeing implementation of an integrated and proactive information security and privacy program. The CISO/CPO is also responsible for advising and partnering with the board of directors, management team, and lines of business to guide the management of cybersecurity, business continuity and resilience, physical information security, data privacy, third party and information governance risks. The CISO/CPO has more than two decades of global experience within the information security and privacy fields, a relevant bachelor’s degree from an accredited institution, and holds the National Association of Corporate Directors Directorship Certification, Certified Information Systems Security Professional (CISSP) and Certified Information Privacy Professional (CIPP/US) designations. The CISO/CPO manages a team of qualified professionals with relevant cybersecurity and privacy experience and expertise. The Company has also established a Technology, Operations, Privacy and Security Committee (TOPS) to oversee the business continuity and resilience, corporate security, fraud, information security, privacy, information technology, and third-party risk management (including emerging technology (e.g., artificial intelligence)) capabilities and risks of the Company and its business. The TOPS is co-chaired by the CISO/CPO and the Chief Information, Product & Bank Operations Officer, and includes the CARO, leadership across the lines of business, and a cross-functional team of risk, technology, privacy and legal experts to ensure an appropriate focus on business continuity and resilience, corporate security, fraud, information security, privacy, information technology, and third-party risk management matters. The TOPS serves as a sub-committee of the Company’s Enterprise Risk Committee (ERC), which is a sub-committee of the Board Risk Committee. The ERC is chaired by the CARO, and includes members of executive management and a cross-functional team of leaders experienced in managing risk. The TOPS and ERC receive quarterly briefings from the CISO/CPO on a variety of topics, including material changes in information security or privacy laws, the Company’s ongoing information security posture and compliance, and emerging risks. Company management and its committees may also engage with the CISO/CPO to discuss and receive additional reports regarding cybersecurity and privacy risks on a more frequent basis as appropriate.

31

 

Key Program Components
The Company has a vulnerability management program designed to assess and manage risk associated with vulnerabilities in its information systems from multiple perspectives, including: (i) an adversarial cyber risk assessment that aims to identify threats, vulnerabilities and controls and (ii) the scanning of external and internal information systems to identify software vulnerabilities. The vulnerability management program also assesses emerging and potential threats through dedicated threat intelligence capabilities that monitor attacks and breaches associated with financial institutions and key third-party service providers. The CISO/CPO utilizes the data to understand potential exposure to the Company and to take preventative action where appropriate.

The Company has an Incident Response Program (IRP) to support management of cybersecurity or privacy incidents, impact assessment (i.e., type and quantity of data impacted, materiality, etc.), and response coordination including with law enforcement and government agencies, and impacted parties. Notification procedures are aligned with applicable laws, regulatory and contractual requirements, including rules promulgated by the SEC, the GLBA, the GDPR and state privacy regulations. The Company’s IRP, led by the CISO/CPO, includes a cross-functional group of risk, technology, privacy and legal experts supplemented by third-party service providers, where necessary, to support the Company’s response to potential cybersecurity or privacy incidents. The IRP sets forth the framework to elevate cybersecurity or privacy issues to the CISO/CPO and when and how incidents are escalated and reported beyond the CISO/CPO, including to executive management and the Board Risk Committee. Depending on the incident, escalation to the full board of directors may also occur.
The Company has also implemented a third-party risk program to oversee and manage business continuity and resilience, information security and privacy risks associated with third-party relationships. The program includes the assessment of third parties that provide key services or will access, store, process, or transmit Sensitive Information during initial onboarding and throughout the lifecycle of the relationship, and management of applicable contractual provisions relating to confidentiality, integrity, availability and privacy obligations, including notification of incidents. The Company also leverages third-party services for advice, assessments, auditing, testing and support related to cybersecurity and information technology processes and services, where appropriate, that are also subject to the third-party risk program.
Notwithstanding the breadth of the Company’s information security and privacy program, it may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse impact. For a discussion of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition, see Item 1A “Risk Factors”, which is incorporated by reference into this Item 1C.

ITEM 2. PR OPERTIES
The Company's headquarters building is located at 1010 Grand Boulevard in downtown Kansas City, Missouri. The building opened in July 1986 and all 250,000 square feet are occupied by departments and customer service functions of the Bank, as well as administrative offices for the Company.
Other main facilities of the Bank in downtown Kansas City, Missouri are located at 928 Grand Boulevard (215,000 square feet) and 1008 Oak Street (200,000 square feet). The 928 Grand building houses administrative support functions for the Bank. The 1008 Oak building, which opened during 1999, houses the Company’s operations and data processing functions.
The Bank leases 42,403 square feet in the Hertz Building located at 2 South Broadway in the heart of the commercial sector of downtown St. Louis, Missouri. This location has a full-service banking center and is home to administrative support functions for the Bank.
The Bank also leases 34,681 square feet on the first, second, and fifth floors of the 1670 Broadway building located in the financial district of downtown Denver, Colorado. The location has a full-service banking center and is home to operational and administrative support functions for the Bank.
The Bank leases 86,721 square feet at 700 Locust in Dubuque, Iowa. This location provides retail and commercial banking services and corporate support services.

32

 

As of December 31, 2025, the Bank operated a total of 193 banking centers.
UMBFS leases 85,164 square feet at 235 West Galena Street in Milwaukee, Wisconsin, for its fund services operations. Additionally, UMBFS leases 18,655 square feet at 2225 Washington Boulevard in Ogden, Utah, and 8,339 square feet at 223 Wilmington West Chester Pike in Chadds Ford, Pennsylvania.
Additional information with respect to properties, premises and equipment is presented in Note 1, “Summary of Significant Accounting Policies,” and Note 8, “Premises, Equipment, and Leases,” in the Notes to the Consolidated Financial Statements in Item 8 of this report, and is hereby incorporated by reference herein.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, the Company and its subsidiaries are named defendants in various legal proceedings. In the opinion of management, after consultation with legal counsel, none of these proceedings are expected to have a material effect on the financial position, results of operations, or cash flows of the Company.
ITEM 4. MINE SAF ETY DISCLOSURES
Not applicable.

33

 

PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's common stock is traded on the NASDAQ Global Select Stock Market under the symbol "UMBF." As of February 20, 2026, the Company had 2,785 shareholders of record.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information about common stock repurchase activity by the Company during the quarter ended December 31, 2025:
ISSUER PURCHASES OF EQUITY SECURITIES
 

Period

 

Total Number of Shares (or Units) Purchased (1)

 

 

Average Price Paid per Share (or Unit)

 

 

Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)

 

 

Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

 

October 1 - October 31, 2025

 

 

—

 

 

$

—

 

 

 

—

 

 

 

1,000,000

 

November 1 - November 30, 2025

 

 

515

 

 

 

106.88

 

 

 

—

 

 

 

1,000,000

 

December 1 - December 31, 2025

 

 

211

 

 

 

111.08

 

 

 

—

 

 

 

1,000,000

 

Total

 

 

726

 

 

$

108.10

 

 

 

—

 

 

 

 

(1) Includes shares acquired pursuant to the Company's share-based incentive programs. Under the terms of the Company's share-based incentive programs, the Company accepts previously owned shares of common stock surrendered to satisfy tax withholding obligations associated with equity compensation. These purchases do not count against the maximum value of shares remaining available for purchase under Repurchase Authorizations.
(2) Includes shares acquired under the Board of Directors approved Repurchase Authorization(s).
On April 29, 2025, the Company’s Board of Directors (the Board) authorized the repurchase of up to one million shares of the Company’s common stock, which will terminate on April 28, 2026 (a Repurchase Authorization). The Company has not made any repurchases other than through the Repurchase Authorization, but did acquire shares pursuant to the Company's share-based incentive programs. The Company is not currently engaging in repurchases. In the future, it may determine to resume repurchases. All share purchases pursuant to a Repurchase Authorization are intended to be within the scope of Rule 10b-18 promulgated under the Exchange Act. Rule 10b-18 provides a safe harbor for purchases in a given day if the Company satisfies the manner, timing and volume conditions of the rule when purchasing its own shares of common stock. For discussion of management's intentions regarding dividends, see “Results of Operations” in Part II, Item 7 and “Liquidity Risk” in Part II, Item 7A of this report.
 
Performance Graph
 
The performance graph below compares the cumulative total shareholder return on UMB Financial Corporation Common Stock with the cumulative total return on the equity securities of companies included in the Standard & Poor’s 500 Stock Index and the S&P US BMI Banks Index, measured at the last trading day of each year shown. The graph assumes an investment of $100 on December 31, 2020 and reinvestment of dividends. The performance graph represents past performance and should not be considered to be an indication of future performance.
 
 
 
 

34

 

 
 

Index

 

2020

 

 

2021

 

 

2022

 

 

2023

 

 

2024

 

 

2025

 

UMB Financial Corporation

 

$

100.00

 

 

$

156.04

 

 

$

124.88

 

 

$

127.64

 

 

$

175.31

 

 

$

181.34

 

S&P US BMI Banks Index

 

$

100.00

 

 

$

135.97

 

 

$

112.77

 

 

$

123.02

 

 

$

164.70

 

 

$

211.47

 

S&P 500 Index

 

$

100.00

 

 

$

128.71

 

 

$

105.40

 

 

$

133.10

 

 

$

166.40

 

 

$

196.16

 

 
ITEM 6. [R ESERVED]

35

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis
This Management’s Discussion and Analysis highlights the material changes in the results of operations and changes in financial condition for each of the three years in the period ended December 31, 2025. It should be read in conjunction with the accompanying Consolidated Financial Statements, Notes to Consolidated Financial Statements, and other financial statistics appearing elsewhere in this Annual Report on Form 10-K. Results of operations for the periods included in this review are not necessarily indicative of results to be attained during any future period.
CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS
From time to time the Company has made, and in the future will make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey the Company’s expectations, intentions, or forecasts about future events, circumstances, results, or aspirations , in each case as of the date such forward-looking statements are made.
This report, including any information incorporated by reference in this report, contains forward-looking statements. The Company also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, the Company may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others.
All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond the Company’s control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, or uncertainties could be complete, some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements include:
• local, regional, national, or international business, economic, or political conditions or events;

• changes in laws or the regulatory environment, including as a result of financial-services legislation or regulation;

• changes in monetary, fiscal, or trade laws or policies, including as a result of actions by central banks or supranational authorities;

• the pace and magnitude of interest rate movements;

• changes in accounting standards or policies;

• shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including changes in market liquidity or volatility or changes in interest or currency rates;

• changes in spending, borrowing, or saving by businesses or households;

• the Company’s ability to effectively manage capital or liquidity or to effectively attract or deploy deposits;

• changes in any credit rating assigned to the Company or its affiliates;

• adverse publicity or other reputational harm to the Company;

• changes in the Company’s corporate strategies, the composition of its assets, or the way in which it funds those assets;

• the Company’s ability to develop, maintain, or market products or services or to absorb unanticipated costs or liabilities associated with those products or services;

36

 

• the Company’s ability to innovate to anticipate the needs of current or future customers, to successfully compete in its chosen business lines, to increase or hold market share in changing competitive environments, or to deal with pricing or other competitive pressures;

• changes in the credit, liquidity, or other condition of the Company’s customers, counterparties, or competitors;

• the Company’s ability to effectively deal with economic, business, or market slowdowns or disruptions;

• judicial, regulatory, or administrative investigations, proceedings, disputes, or rulings that create uncertainty for, or are adverse to, the Company or the financial-services industry;

• the Company’s ability to address changing or stricter regulatory or other governmental supervision or requirements;

• the Company’s ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or facilities, including its capacity to withstand cyber-attacks;

• the adequacy of the Company’s corporate governance, risk-management framework, compliance programs, or internal controls, including its ability to control lapses or deficiencies in financial reporting or to effectively mitigate or manage operational risk;

• the efficacy of the Company’s methods or models in assessing business strategies or opportunities or in valuing, measuring, monitoring, or managing positions or risk;

• the Company’s ability to keep pace with changes in technology that affect the Company or its customers, counterparties, or competitors, including technology changes with respects to digital assets;

• an increase of competitors that provide products or services offered by the Company, including competitors that may be subject to different regulatory standards or requirements;

• mergers, acquisitions, or dispositions, including the Company’s ability to integrate acquisitions and divest assets;

• the Company’s ability to manage the expenses associated with the merger with HTLF and the impact these expenses may have on the Company’s financial results;

• the benefits from the merger with HTLF may not be fully realized or may take longer to realize than expected;

• the Company’s ability to promptly and effectively integrate the merger of HTLF;

• the adequacy of the Company’s succession planning for key executives or other personnel;

• the Company’s ability to grow revenue, control expenses, or attract and retain qualified employees;

• natural disasters, war, terrorist activities and geopolitical tensions, including instability in the Middle East, Russia's military action in Ukraine and developments in Latin America, pandemics, and their effects on economic and business environment in which the Company operates;

• macroeconomic and adverse developments and uncertainties related to the collateral effects of the collapse of, and challenges for, domestic and international banks, including the impacts to the U.S. and global economies and reputational harm to the U.S. banking system; or

• other assumptions, risks, or uncertainties described in the Risk Factors (Item 1A), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7), or the Notes to the Consolidated Financial Statements (Item 8) in this Annual Report on Form 10-K or described in any of the Company’s annual, quarterly or current reports.

Any forward-looking statement made by the Company or on its behalf speaks only as of the date that it was made. The Company does not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that the Company may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

37

 

Results of Operations
Overview
 
On January 31, 2025, UMBF completed its previously announced acquisition of Heartland Financial, USA, Inc. (HTLF). The acquisition added assets with a fair value of approximately $16.1 billion, $9.7 billion of loans, net of the allowance for credit losses, and $14.3 billion of deposits. The combined company retains its #1 deposit market share in Missouri and now ranks in the top 10 in Colorado, New Mexico, Kansas, and Arizona. The impacts of the acquisition are significant drivers in the results for 2025.
The Company focuses on the following four core financial objectives. Management believes these objectives will guide its efforts to achieve its vision, to deliver the Unparalleled Customer Experience, all while seeking to improve net income and strengthen the balance sheet while undertaking prudent risk management.
The first financial objective is to continuously improve operating efficiencies. The Company has focused on identifying efficiencies that simplify its organizational and reporting structures, streamline back-office functions and take advantage of synergies and newer technologies among various platforms and distribution networks. During the fourth quarter, the Company successfully completed the conversion of the technology and branding of HTLF customers. The Company has identified and expects to continue identifying ongoing efficiencies through the normal course of business that, when combined with increased revenue, will contribute to improved operating leverage. For 2025, total revenue increased 62.8%, and noninterest expense increased 58.1%, as compared to the previous year. Included in noninterest expense for 2025 is $142.0 million in acquisition-related expense. Revenue is also impacted by accretion and amortization of the fair value adjustments discussed in Note 20, “Acquisition” below. The Company continues to invest in technological advances that it believes will help management drive operating leverage in the future through improved data analysis and automation. The Company also continues to evaluate core systems and will invest in enhancements that it believes will yield operating efficiencies.
The second financial objective is to increase net interest income through profitable loan and deposit growth and the optimization of the balance sheet. For 2025, net interest income increased $861.3 million, or 86.1%, as compared to the previous year. The Company has shown increased net interest income primarily driven by rate and mix changes related to the HTLF acquisition. Average earning assets increased $20.1 billion, or 49.2%, compared to 2024. Average loan balances increased $11.9 billion, coupled with an increase in average interest-bearing due from banks of $2.6 billion from the prior year. The funding for these assets was driven primarily by a 62.5% increase in average interest-bearing deposits and a 40.0% increase in noninterest-bearing deposits, partially offset by a 59.8% decrease in average borrowed funds. Net interest margin, on a fully tax-equivalent (FTE) basis, increased 59 basis points compared to the same period in 2024 in large part due to repricing and mix changes of loan balances and interest-bearing liabilities. Net interest spread increased by 84 basis points during the same period. The Company expects to see continued volatility in the economic markets resulting from governmental responses to inflation and recessionary signs in the economy, as well as uncertainty about the impacts of tariffs and related trade disputes. These changing conditions could have impacts on the balance sheet and income statement of the Company for 2026.
The third financial objective is to grow the Company’s revenue from noninterest sources. The Company seeks to grow noninterest revenues throughout all economic and interest rate cycles, while positioning itself to benefit in periods of economic growth. Noninterest income increased $161.9 million, or 25.8%, to $790.1 million for the year ended December 31, 2025, compared to the same period in 2024. The change is driven by increased HTLF-related fee income from trust income, deposit service charges, and bankcard fees. These changes are discussed in greater detail below under Noninterest income. For the year ended December 31, 2025, noninterest income represented 29.8% of total revenues, as compared to 38.6% for 2024. The recent economic changes have impacted fee income, especially those with assets tied to market values and interest rates.
The fourth financial objective is effective capital management. The Company places a significant emphasis on maintaining a strong capital position, which management believes promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities. The Company continues to maximize shareholder value through a mix of reinvesting in organic growth, evaluating acquisition opportunities that complement the Company’s strategies, increasing dividends over time, and appropriately utilizing a share repurchase program. At December 31, 2025, the Company had a total risk-based capital ratio of 13.36% and $7.7 billion in total shareholders’ equity, an increase of $4.2 billion, or 121.9%, compared to total shareholders’ equity at December 31, 2024. The Company did not repurchase

38

 

shares of common stock during 2025 except for shares acquired pursuant to the Company's share-based incentive programs. In 2025, the Company declared $123.4 million in common dividends, which represents a 60.0% increase compared to dividends declared during 2024. In 2025, the Company declared $17.8 million in preferred dividends. The second quarter of 2025 includes the issuance of 12.0 million depositary shares, each representing a 1/400 th interest in a share of the Company’s 7.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (the Series B Preferred Stock). During the third quarter of 2025, the Company completed the redemption of all of its outstanding 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A at the redemption price of $10,000 per share.
Earnings Summary
The Company recorded net income available to common shareholders of $684.6 million for the year ended December 31, 2025. This represents a 55.2% increase over 2024. Net income available to common shareholders for 2024 was $441.2 million, or an increase of 26.1% compared to 2023. Basic earnings per common share for the year ended December 31, 2025, were $9.35 per share compared to $9.05 per common share in 2024, an increase of 3.3%. Basic earnings per common share were $7.22 per share in 2023, or an increase of 25.3% from 2023 to 2024. Fully diluted earnings per common share increased 3.3% from 2024 to 2025 and increased 25.2% from 2023 to 2024. Return on average assets and return on average common shareholder’s equity for the year ended December 31, 2025 were 1.03% and 10.24%, respectively, compared to 1.02% and 13.24%, respectively, for the year ended December 31, 2024. Return on average assets and return on average common shareholder’s equity for the year ended December 31, 2023 were 0.88% and 12.23%, respectively.
The Company’s net interest income increased to $1.9 billion in 2025 compared to $1.0 billion in 2024 and $920.1 million in 2023. In total, net interest income increased $861.3 million, as compared to 2024, primarily driven by the HTLF acquisition, with a favorable volume variance of $611.3 million, a $250.0 million rate variance, and purchase accounting accretion income. See Table 2. The favorable volume variance on earning assets was predominantly driven by an increase of $20.1 billion, or 49.2%, in average earning assets. In 2025, average loan balances increased $11.9 billion, coupled with an increase in average interest-bearing due from banks of $2.6 billion as compared to 2024. Net interest margin, on an FTE basis, increased to 3.10% for 2025, compared to 2.51% for the same period in 2024, driven by repricing and mix changes from the HTLF acquisition, changes in short-term interest rates, and purchase accounting accretion income. Net interest spread increased by 84 basis points during the same period. The Company has seen a decrease in the benefit from interest-free funds as compared to 2024 driven by the changes in short-term interest rates. The impact of this benefit decreased 25 basis points compared to 2024 and is illustrated on Table 3. The magnitude and duration of this impact will be largely dependent upon the FRB’s policy decisions and market movements. See Table 21 in Item 7A for an illustration of the impact of an interest rate increase or decrease on net interest income as of December 31, 2025.
The provision for credit losses totaled $154.5 million for the year ended December 31, 2025, which is an increase of $93.5 million, or 153.1%, compared to the same period in 2024. Provision expense in 2025 included $62.0 million to establish an allowance for credit losses on the acquired loans designated as non-PCD loans at the close of the transaction. See Note 20, “Acquisition” below. The remainder of the increase in provision was driven by loan growth, portfolio credit metric changes, and changes in macro-economic metrics in the current period as compared to the prior periods. See further discussion in “Provision and Allowance for Credit Losses” in this report.
The Company had an increase of $161.9 million, or 25.8%, in noninterest income in 2025, as compared to 2024, and an increase of $86.3 million, or 15.9%, in 2024 compared to 2023. The increase in 2025 is primarily driven by increased trust and securities processing of $52.8 million, increased service charges on deposits of $28.7 million, increased bankcard fees of $26.1 million, and increased investment securities gains, net of $20.2 million. The increase in 2024 is primarily driven by increased trust and securities processing of $33.4 million, increased other income of $14.1 million, increased investment securities gains, net of $13.9 million, and increased bankcard fees of $13.1 million. The change in noninterest income in 2025 from 2024, and 2024 from 2023 is illustrated in Table 6.
Noninterest expense increased in 2025 by $596.1 million, or 58.1%, compared to 2024 and increased by $27.5 million, or 2.8%, in 2024 compared to 2023. The increase in 2025 is primarily driven by increases in salaries and employee benefit expense of $290.0 million, increased amortization of other intangible asset expense of $85.8 million, increased processing fees of $54.9 million, increased other expense of $58.6 million, and increased legal and consulting fees of $46.1 million. The increase in 2024 is primarily driven by increases in salaries and employee benefit expense of $40.5 million, increased legal and consulting fees of $16.2 million, increased processing fees of

39

 

$14.8 million, and increased bankcard expense of $11.3 million, partially offset by decreased regulatory fees of $45.1 million related to the FDIC special assessment. The increase in noninterest expense in 2025 from 2024, and 2024 from 2023 is illustrated in Table 7 and below under Noninterest Expense.
Net Interest Income
Net interest income is a significant source of the Company’s earnings and represents the amount by which interest income on earning assets exceeds the interest expense paid on liabilities. The volume of interest earning-assets and the related funding sources, the overall mix of these assets and liabilities, and the interest rates paid on each affect net interest income. Table 2 summarizes the change in net interest income resulting from changes in volume and rates for 2025, 2024 and 2023.
Net interest margin, presented in Table 1, is calculated as net interest income on a fully tax-equivalent basis as a percentage of average earning assets. Net interest income is presented on a tax-equivalent basis to adjust for the tax-exempt status of earnings from certain loans and investments, which are primarily obligations of state and local governments. A critical component of net interest income and related net interest margin is the percentage of earning assets funded by interest-free sources. Table 3 analyzes net interest margin for the three years ended December 31, 2025, 2024 and 2023. Net interest income, average balance sheet amounts and the corresponding yields earned and rates paid for the years 2023 through 2025 are presented in Table 1 below.
The following table presents, for the periods indicated, the average earning assets and resulting yields, as well as the average interest-bearing liabilities and resulting yields, expressed in both dollars and rates.

40

 

Table 1
THREE YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis)
(in millions)
 

 

 

2025

 

 

2024

 

 

 

Average Balance

 

 

Interest Income/ Expense (1)

 

 

Rate Earned/ Paid (1)

 

 

Average Balance

 

 

Interest Income/ Expense (1)

 

 

Rate Earned/ Paid (1)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans and loans held for sale (FTE) (2) (3)

 

$

36,069.3

 

 

$

2,415.6

 

 

 

6.70

%

 

$

24,212.6

 

 

$

1,613.2

 

 

 

6.66

%

Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

13,844.2

 

 

 

504.6

 

 

 

3.65

 

 

 

9,290.8

 

 

 

257.6

 

 

 

2.77

 

Tax-exempt (FTE)

 

 

4,284.5

 

 

 

162.7

 

 

 

3.80

 

 

 

3,634.6

 

 

 

124.9

 

 

 

3.44

 

Total securities

 

 

18,128.7

 

 

 

667.3

 

 

 

3.68

 

 

 

12,925.4

 

 

 

382.5

 

 

 

2.96

 

Federal funds sold and resell agreements

 

 

777.2

 

 

 

38.2

 

 

 

4.91

 

 

 

303.1

 

 

 

17.6

 

 

 

5.82

 

Interest-bearing due from banks

 

 

6,095.3

 

 

 

264.9

 

 

 

4.35

 

 

 

3,482.4

 

 

 

182.1

 

 

 

5.23

 

Other earning assets (FTE)

 

 

17.2

 

 

 

1.2

 

 

 

6.79

 

 

 

22.3

 

 

 

1.5

 

 

 

6.53

 

Total earning assets (FTE)

 

 

61,087.7

 

 

 

3,387.2

 

 

 

5.54

 

 

 

40,945.8

 

 

 

2,196.9

 

 

 

5.37

 

Allowance for credit losses

 

 

(369.5

)

 

 

 

 

 

 

 

 

(235.4

)

 

 

 

 

 

 

Cash and due from banks

 

 

723.2

 

 

 

 

 

 

 

 

 

459.6

 

 

 

 

 

 

 

Other assets

 

 

4,814.7

 

 

 

 

 

 

 

 

 

2,019.8

 

 

 

 

 

 

 

Total assets

 

$

66,256.1

 

 

 

 

 

 

 

 

$

43,189.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing demand and savings deposits

 

$

37,721.0

 

 

$

1,213.9

 

 

 

3.22

%

 

$

22,949.6

 

 

$

882.6

 

 

 

3.85

%

Time deposits under $250,000

 

 

1,034.7

 

 

 

38.9

 

 

 

3.76

 

 

 

1,113.1

 

 

 

65.4

 

 

 

5.88

 

Time deposits of $250,000 or more

 

 

2,226.1

 

 

 

83.7

 

 

 

3.76

 

 

 

1,161.5

 

 

 

34.3

 

 

 

2.95

 

Total interest-bearing deposits

 

 

40,981.8

 

 

 

1,336.5

 

 

 

3.26

 

 

 

25,224.2

 

 

 

982.3

 

 

 

3.89

 

Short-term debt

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,063.4

 

 

 

53.4

 

 

 

5.02

 

Long-term debt

 

 

581.5

 

 

 

46.8

 

 

 

8.05

 

 

 

384.2

 

 

 

27.8

 

 

 

7.24

 

Federal funds purchased

 

 

87.0

 

 

 

3.8

 

 

 

4.20

 

 

 

80.1

 

 

 

4.1

 

 

 

5.05

 

Securities sold under agreements to repurchase

 

 

2,735.0

 

 

 

105.0

 

 

 

3.84

 

 

 

2,258.4

 

 

 

102.5

 

 

 

4.54

 

Total interest-bearing liabilities

 

 

44,385.3

 

 

 

1,492.1

 

 

 

3.36

 

 

 

29,010.3

 

 

 

1,170.1

 

 

 

4.03

 

Noninterest-bearing demand deposits

 

 

14,105.6

 

 

 

 

 

 

 

 

 

10,077.2

 

 

 

 

 

 

 

Other

 

 

871.4

 

 

 

 

 

 

 

 

 

769.5

 

 

 

 

 

 

 

Total

 

 

59,362.3

 

 

 

 

 

 

 

 

 

39,857.0

 

 

 

 

 

 

 

Total shareholders' equity

 

 

6,893.8

 

 

 

 

 

 

 

 

 

3,332.8

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

 

$

66,256.1

 

 

 

 

 

 

 

 

$

43,189.8

 

 

 

 

 

 

 

Net interest income (FTE)

 

 

 

 

$

1,895.1

 

 

 

 

 

 

 

 

$

1,026.8

 

 

 

 

Net interest spread (FTE)

 

 

 

 

 

 

 

 

2.18

%

 

 

 

 

 

 

 

 

1.34

%

Net interest margin (FTE)

 

 

 

 

 

 

 

 

3.10

%

 

 

 

 

 

 

 

 

2.51

%

 
(1) Interest income and yields are stated on an FTE basis, using a federal income tax rate of 21% for 2025, 2024, and 2023. The tax-equivalent interest income and yields give effect to tax-exempt interest income net of the disallowance of interest expense, for federal income tax purposes related to certain tax-free assets. Rates earned/paid may not compute to the rates shown due to presentation in millions. The tax-equivalent interest income totaled $32.9 million, $25.9 million, and $26.4 million in 2025, 2024, and 2023, respectively.

(2) Loan fees are included in interest income. Such fees totaled $24.5 million, $21.4 million, and $17.7 million in 2025, 2024, and 2023, respectively.

(3) Loans on nonaccrual are included in the computation of average balances. Interest income on these loans is also included in loan income.

41

 

THREE YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis)
(in millions)
 

 

 

2023

 

 

 

Average Balance

 

 

Interest Income/ Expense (1)

 

 

Rate Earned/ Paid (1)

 

ASSETS

 

 

 

 

 

 

 

 

 

Loans and loans held for sale (FTE) (2) (3)

 

$

22,337.1

 

 

$

1,400.2

 

 

 

6.27

%

Securities:

 

 

 

 

 

 

 

 

 

Taxable

 

 

9,097.1

 

 

 

215.0

 

 

 

2.36

 

Tax-exempt (FTE)

 

 

3,790.9

 

 

 

128.2

 

 

 

3.38

 

Total securities

 

 

12,888.0

 

 

 

343.2

 

 

 

2.66

 

Federal funds sold and resell agreements

 

 

316.1

 

 

 

17.7

 

 

 

5.58

 

Interest-bearing due from banks

 

 

2,046.4

 

 

 

103.2

 

 

 

5.04

 

Other earning assets (FTE)

 

 

14.0

 

 

 

0.8

 

 

 

5.65

 

Total earning assets (FTE)

 

 

37,601.6

 

 

 

1,865.1

 

 

 

4.96

 

Allowance for credit losses

 

 

(216.2

)

 

 

 

 

 

 

Cash and due from banks

 

 

456.6

 

 

 

 

 

 

 

Other assets

 

 

1,888.3

 

 

 

 

 

 

 

Total assets

 

$

39,730.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Interest-bearing demand and savings deposits

 

$

18,374.9

 

 

$

588.3

 

 

 

3.20

%

Time deposits under $250,000

 

 

1,967.0

 

 

 

92.4

 

 

 

4.70

 

Time deposits of $250,000 or more

 

 

780.4

 

 

 

23.5

 

 

 

3.01

 

Total interest-bearing deposits

 

 

21,122.3

 

 

 

704.2

 

 

 

3.33

 

Short-term debt

 

 

1,929.0

 

 

 

96.4

 

 

 

5.00

 

Long-term debt

 

 

382.3

 

 

 

25.0

 

 

 

6.54

 

Federal funds purchased

 

 

170.0

 

 

 

8.4

 

 

 

4.97

 

Securities sold under agreements to repurchase

 

 

2,005.4

 

 

 

84.6

 

 

 

4.22

 

Total interest-bearing liabilities

 

 

25,609.0

 

 

 

918.6

 

 

 

3.59

 

Noninterest-bearing demand deposits

 

 

10,640.4

 

 

 

 

 

 

 

Other

 

 

618.2

 

 

 

 

 

 

 

Total

 

 

36,867.6

 

 

 

 

 

 

 

Total shareholders' equity

 

 

2,862.7

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

 

$

39,730.3

 

 

 

 

 

 

 

Net interest income (FTE)

 

 

 

 

$

946.5

 

 

 

 

Net interest spread (FTE)

 

 

 

 

 

 

 

 

1.37

%

Net interest margin (FTE)

 

 

 

 

 

 

 

 

2.52

%

 

42

 

Table 2
RATE-VOLUME ANALYSIS (in thousands)
This analysis attributes changes in net interest income either to changes in average balances or to changes in average interest rates for earning assets and interest-bearing liabilities. The change in net interest income that is due to both volume and interest rate has been allocated to volume and interest rate in proportion to the relationship of the absolute dollar amount of the change in each. All interest rates are presented on a tax-equivalent basis and give effect to tax-exempt interest income net of the disallowance of interest expense for federal income tax purposes, related to certain tax-free assets. The loan average balances and rates include nonaccrual loans.
 

Average Volume

 

 

Average Rate

 

 

 

 

Increase (Decrease)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

2025 vs. 2024

 

Volume

 

 

Rate

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Change in interest earned on:

 

 

 

 

 

 

 

 

 

$

36,069,274

 

 

$

24,212,645

 

 

 

6.70

%

 

 

6.66

%

 

Loans

 

$

793,969

 

 

$

8,362

 

 

$

802,331

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities:

 

 

 

 

 

 

 

 

 

 

13,844,165

 

 

 

9,290,809

 

 

 

3.65

 

 

 

2.77

 

 

Taxable

 

 

150,427

 

 

 

96,641

 

 

 

247,068

 

 

4,284,530

 

 

 

3,634,588

 

 

 

3.80

 

 

 

3.44

 

 

Tax-exempt

 

 

19,416

 

 

 

11,415

 

 

 

30,831

 

 

777,206

 

 

 

303,096

 

 

 

4.91

 

 

 

5.82

 

 

Federal funds and resell agreements

 

 

23,663

 

 

 

(3,139

)

 

 

20,524

 

 

6,095,348

 

 

 

3,482,402

 

 

 

4.35

 

 

 

5.23

 

 

Interest-bearing due from banks

 

 

117,812

 

 

 

(35,042

)

 

 

82,770

 

 

17,183

 

 

 

22,311

 

 

 

6.79

 

 

 

6.53

 

 

Trading securities

 

 

(314

)

 

 

61

 

 

 

(253

)

 

61,087,706

 

 

 

40,945,851

 

 

 

5.54

 

 

 

5.37

 

 

Total

 

 

1,104,973

 

 

 

78,298

 

 

 

1,183,271

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in interest incurred on:

 

 

 

 

 

 

 

 

 

 

40,981,808

 

 

 

25,224,201

 

 

 

3.26

 

 

 

3.89

 

 

Interest-bearing deposits

 

 

534,499

 

 

 

(180,252

)

 

 

354,247

 

 

87,035

 

 

 

80,017

 

 

 

4.20

 

 

 

5.05

 

 

Federal funds purchased

 

 

334

 

 

 

(713

)

 

 

(379

)

 

2,735,011

 

 

 

2,258,438

 

 

 

3.84

 

 

 

4.54

 

 

Securities sold under agreements to repurchase

 

 

19,708

 

 

 

(17,183

)

 

 

2,525

 

 

581,469

 

 

 

1,447,646

 

 

 

8.05

 

 

 

5.61

 

 

Borrowed Funds

 

 

(60,858

)

 

 

26,423

 

 

 

(34,435

)

$

44,385,323

 

 

$

29,010,302

 

 

 

3.36

%

 

 

4.03

%

 

Total

 

 

493,683

 

 

 

(171,725

)

 

 

321,958

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

611,290

 

 

$

250,023

 

 

$

861,313

 

 

Average Volume

 

 

Average Rate

 

 

 

 

Increase (Decrease)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

2024 vs. 2023

 

Volume

 

 

Rate

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Change in interest earned on:

 

 

 

 

 

 

 

 

 

$

24,212,645

 

 

$

22,337,119

 

 

 

6.66

%

 

 

6.27

%

 

Loans

 

$

121,804

 

 

$

91,183

 

 

$

212,987

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities:

 

 

 

 

 

 

 

 

 

 

9,290,809

 

 

 

9,097,110

 

 

 

2.77

 

 

 

2.36

 

 

Taxable

 

 

4,664

 

 

 

37,917

 

 

 

42,581

 

 

3,634,588

 

 

 

3,790,921

 

 

 

3.44

 

 

 

3.38

 

 

Tax-exempt

 

 

(4,989

)

 

 

2,167

 

 

 

(2,822

)

 

303,096

 

 

 

316,072

 

 

 

5.82

 

 

 

5.58

 

 

Federal funds and resell agreements

 

 

(739

)

 

 

720

 

 

 

(19

)

 

3,482,402

 

 

 

2,046,349

 

 

 

5.23

 

 

 

5.04

 

 

Interest-bearing due from banks

 

 

74,976

 

 

 

3,979

 

 

 

78,955

 

 

22,311

 

 

 

14,030

 

 

 

6.53

 

 

 

5.65

 

 

Trading securities

 

 

491

 

 

 

131

 

 

 

622

 

 

40,945,851

 

 

 

37,601,601

 

 

 

5.37

 

 

 

4.96

 

 

Total

 

 

196,207

 

 

 

136,097

 

 

 

332,304

 

 

 

 

 

 

 

 

 

 

 

 

Change in interest incurred on:

 

 

 

 

 

 

 

 

 

 

25,224,201

 

 

 

21,122,305

 

 

 

3.89

 

 

 

3.33

 

 

Interest-bearing deposits

 

 

149,076

 

 

 

129,016

 

 

 

278,092

 

 

80,017

 

 

 

169,997

 

 

 

5.05

 

 

 

4.97

 

 

Federal funds purchased

 

 

(4,538

)

 

 

135

 

 

 

(4,403

)

 

2,258,438

 

 

 

2,005,418

 

 

 

4.54

 

 

 

4.22

 

 

Securities sold under agreements to repurchase

 

 

11,179

 

 

 

6,756

 

 

 

17,935

 

 

1,447,646

 

 

 

2,311,238

 

 

 

5.61

 

 

 

5.25

 

 

Borrowed Funds

 

 

(47,986

)

 

 

7,890

 

 

 

(40,096

)

$

29,010,302

 

 

$

25,608,958

 

 

 

4.03

%

 

 

3.59

%

 

Total

 

 

107,731

 

 

 

143,797

 

 

 

251,528

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

88,476

 

 

$

(7,700

)

 

$

80,776

 

 

43

 

Table 3
ANALYSIS OF NET INTEREST MARGIN (in thousands)
 

 

 

2025

 

 

2024

 

 

2023

 

Average earning assets

 

$

61,087,706

 

 

$

40,945,851

 

 

$

37,601,601

 

Interest-bearing liabilities

 

 

44,385,323

 

 

 

29,010,302

 

 

 

25,608,958

 

Interest-free funds

 

$

16,702,383

 

 

$

11,935,549

 

 

$

11,992,643

 

Free funds ratio (interest free funds to average earning assets)

 

 

27.34

%

 

 

29.15

%

 

 

31.89

%

Tax-equivalent yield on earning assets

 

 

5.54

%

 

 

5.37

%

 

 

4.96

%

Cost of interest-bearing liabilities

 

 

3.36

 

 

 

4.03

 

 

 

3.59

 

Net interest spread

 

 

2.18

%

 

 

1.34

%

 

 

1.37

%

Benefit of interest-free funds

 

 

0.92

 

 

 

1.17

 

 

 

1.15

 

Net interest margin

 

 

3.10

%

 

 

2.51

%

 

 

2.52

%

 
The Company experienced an increase in net interest income of $861.3 million, or 86.1%, for the year ended December 31, 2025, compared to 2024. This follows an increase of $80.8 million, or 8.8%, for the year ended December 31, 2024, compared to 2023. Average earning assets for the year ended December 31, 2025 increased by $20.1 billion, or 49.2%, compared to the same period in 2024. Net interest margin, on a tax-equivalent basis, increased to 3.10% for 2025 compared to 2.51% in 2024.
The Company funds a significant portion of its balance sheet with noninterest-bearing demand deposits. Noninterest-bearing demand deposits represented 28.3%, 31.6% and 33.9% of total outstanding deposits as of December 31, 2025, 2024 and 2023, respectively. The decrease in 2025 is driven by mix shifts in deposits related to the HTLF acquisition. As illustrated in Table 3, the impact from these interest-free funds was 92 basis points in 2025, as compared to 117 basis points in 2024 and 115 basis points in 2023.
The Company experienced an increase in net interest income during 2025 due to a volume variance of $611.3 million and a rate variance of $250.0 million. The average rate on earning assets during 2025 increased by 17 basis points, while the average rate on interest-bearing liabilities decreased by 67 basis points, resulting in a 84 basis-point increase in spread. The volume of loans increased from an average of $24.2 billion in 2024 to an average of $36.1 billion in 2025, driven by the acquisition of HTLF and organic loan growth. The volume of interest-bearing liabilities increased from $29.0 billion in 2024 to $44.4 billion in 2025. The Company expects to see continued volatility in the economic markets and governmental responses to inflation, geopolitical tensions, and supply chain constraints. These changing economic conditions and governmental responses could have impacts on the balance sheet and income statement of the Company in 2025. Loan-related earning assets tend to generate a higher spread than those earned in the Company’s investment portfolio. By design, the Company’s investment portfolio is moderate in duration and liquid in its composition of assets.
During 2026, approximately $2.2 billion of available-for-sale securities are expected to have principal repayments. This includes approximately $669 million that will have principal repayments during the first quarter of 2026. The available-for-sale investment portfolio had an average life of 74.8 months, 56.0 months, and 52.6 months as of December 31, 2025, 2024, and 2023, respectively.
Provision and Allowance for Credit Losses
The ACL represents management’s judgment of total expected losses included in the Company’s loan portfolio as of the balance sheet date. The Company’s process for recording the ACL is based on the evaluation of the Company’s lifetime historical loss experience, management’s understanding of the credit quality inherent in the loan portfolio, and the impact of the current economic environment, coupled with reasonable and supportable economic forecasts.
A mathematical calculation of an estimate is made to assist in determining the adequacy and reasonableness of management’s recorded ACL. To develop the estimate, the Company follows the guidelines in Accounting Standards Codification (ASC) Topic 326, Financial Instruments – Credit Losses (ASC 326). The estimate reserves for assets held at amortized cost and any related credit deterioration in the Company’s available-for-sale debt security portfolio. Assets held at amortized cost include the Company’s loan book and held-to-maturity security portfolio.

44

 

The process involves the consideration of quantitative and qualitative factors relevant to the specific segmentation of loans. These factors have been established over decades of financial institution experience and include economic observation and loan loss characteristics. This process is designed to produce a lifetime estimate of the losses, at a reporting date, that includes evaluation of historical loss experience, current economic conditions, reasonable and supportable forecasts, and the qualitative framework outlined by the Office of the Comptroller of the Currency in the published 2020 Interagency Policy Statement. This process allows management to take a holistic view of the recorded ACL reserve and ensure that all significant and pertinent information is considered.
The Company considers a variety of factors to ensure the safety and soundness of its estimate including a strong internal control framework, extensive methodology documentation, credit underwriting standards which encompass the Company’s desired risk profile, model validation, and ratio analysis. If the Company’s total ACL estimate, as determined in accordance with the approved ACL methodology, is either outside a reasonable range based on review of economic indicators or by comparison of historical ratio analysis, the ACL estimate is an outlier and management will investigate the underlying reason(s). Based on that investigation, issues or factors that previously had not been considered may be identified in the estimation process, which may warrant adjustments to estimated credit losses.
The ending result of this process is a recorded consolidated ACL that represents management’s best estimate of the total expected losses included in the loan portfolio, held-to-maturity securities, and credit deterioration in available-for-sale securities.
Table 4 presents the components of the allowance by loan portfolio segment. The Company manages the ACL against the risk in the entire loan portfolio and therefore, the allocation of the ACL to a particular loan segment may change in the future. Management of the Company believes the present ACL is adequate considering the Company’s loss experience, delinquency trends and current economic conditions. Future economic conditions and borrowers’ ability to meet their obligations, however, are uncertainties which could affect the Company’s ACL and/or need to change its current level of provision. For more information on loan portfolio segments and ACL methodology refer to Note 3, “Loans and Allowance for Credit Losses,” in the Notes to the Consolidated Financial Statements.
Table 4
ALLOCATION OF ALLOWANCE FOR CREDIT LOSSES ON LOANS (in thousands)
This table presents an allocation of the allowance for credit losses on loans and percent of loans to total loans by loan portfolio segment, which represents the total expected losses derived by both quantitative and qualitative methods. The amounts presented are not necessarily indicative of actual future charge-offs in any particular category and are subject to change.
 

 

 

2025

 

 

2024

 

At December 31:

 

Allowance for credit losses

 

 

Percent of loans to total loans

 

 

Allowance for credit losses

 

 

Percent of loans to total loans

 

Commercial and industrial

 

$

240,324

 

 

 

42.1

%

 

$

161,553

 

 

 

42.9

%

Specialty lending

 

 

—

 

 

 

1.3

 

 

 

—

 

 

 

1.8

 

Commercial real estate

 

 

151,060

 

 

 

42.2

 

 

 

77,340

 

 

 

39.5

 

Consumer real estate

 

 

6,938

 

 

 

11.4

 

 

 

4,327

 

 

 

12.4

 

Consumer

 

 

1,387

 

 

 

0.6

 

 

 

966

 

 

 

0.8

 

Credit cards

 

 

18,042

 

 

 

1.8

 

 

 

14,272

 

 

 

2.3

 

Leases and other

 

 

1,727

 

 

 

0.6

 

 

 

631

 

 

 

0.3

 

Total allowance for credit losses on loans

 

$

419,478

 

 

 

100.0

%

 

$

259,089

 

 

 

100.0

%

 
 
Table 5 presents a summary of the Company’s ACL for the years ended December 31, 2025 and 2024. Also, please see “Quantitative and Qualitative Disclosures About Market Risk – Credit Risk Management” in this report for information relating to nonaccrual, past due, restructured loans, and other credit risk matters. For more information on loan portfolio segments and ACL methodology refer to Note 3, “Loans and Allowance for Credit Losses,” in the Notes to the Consolidated Financial Statements.

45

 

As illustrated in Table 5 below, the ACL increased as a percentage of total loans to 1.08% as of December 31, 2025, compared to 1.01% as of December 31, 2024. The provision for credit losses, including provision for off-balance sheet credit exposures, totaled $154.5 million for the year ended December 31, 2025, which is an increase of $93.5 million, or 153.1%, compared to the same period in 2024. As noted above, $62.0 million was recorded to establish an allowance for credit losses on the acquired loans designated as non-PCD loans at the close of the HTLF acquisition. See Note 20, “Acquisition” below. The provision for credit losses, including provision for off-balance sheet credit exposures, totaled $61.1 million for the year ended December 31, 2024. This increase is the result of the impacts of loan growth, portfolio metric changes, and changes in macro-economic metrics in the current period as compared to the prior period.
Table 5
ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES (in thousands)
 

 

 

2025

 

 

2024

 

Allowance – January 1

 

$

261,734

 

 

$

222,996

 

PCD allowance for credit loss at acquisition

 

 

85,299

 

 

 

—

 

Provision for credit losses

 

 

156,500

 

 

 

62,000

 

Charge-offs:

 

 

 

 

 

 

Commercial

 

 

(44,645

)

 

 

(5,441

)

Specialty lending

 

 

—

 

 

 

—

 

Commercial real estate

 

 

(11,792

)

 

 

(250

)

Consumer real estate

 

 

(2,041

)

 

 

(432

)

Consumer

 

 

(3,538

)

 

 

(1,524

)

Credit cards

 

 

(25,676

)

 

 

(20,752

)

Leases and other

 

 

(27

)

 

 

(4

)

Total charge-offs

 

 

(87,719

)

 

 

(28,403

)

Recoveries:

 

 

 

 

 

 

Commercial and industrial

 

 

507

 

 

 

1,890

 

Specialty lending

 

 

—

 

 

 

4

 

Commercial real estate

 

 

196

 

 

 

—

 

Consumer real estate

 

 

275

 

 

 

648

 

Consumer

 

 

845

 

 

 

241

 

Credit cards

 

 

3,519

 

 

 

2,355

 

Leases and other

 

 

6

 

 

 

3

 

Total recoveries

 

 

5,348

 

 

 

5,141

 

Net charge-offs

 

 

(82,371

)

 

 

(23,262

)

Allowance for credit losses – end of period

 

$

421,162

 

 

$

261,734

 

Allowance for credit losses on loans

 

$

419,478

 

 

$

259,089

 

Allowance for credit losses on held-to-maturity securities

 

 

1,684

 

 

 

2,645

 

Loans at end of year, net of unearned interest

 

 

38,779,408

 

 

 

25,642,301

 

Held-to-maturity securities at end of period

 

 

5,724,227

 

 

 

5,378,912

 

Total assets at amortized cost

 

 

44,503,635

 

 

 

31,021,213

 

Average loans, net of unearned interest

 

 

36,065,953

 

 

 

24,209,547

 

Allowance for credit losses on loans to loans at end of period

 

 

1.08

%

 

 

1.01

%

Allowance for credit losses – end of period to total assets at amortized cost

 

 

0.95

%

 

 

0.84

%

Allowance as a multiple of net charge-offs

 

5.11x

 

 

11.25x

 

Net charge-offs to average loans

 

 

0.23

%

 

 

0.10

%

Noninterest Income
A key objective of the Company is the growth of noninterest income to provide a diverse source of revenue not directly tied to interest rates. Fee-based services are typically non-credit related and are not generally affected by fluctuations in interest rates. Noninterest income increased in 2025 by $161.9 million, or 25.8%, compared to 2024 and increased in 2024 by $86.3 million, or 15.9%, compared to 2023. The increase in 2025 is primarily driven by increased trust and securities processing, increased service charges on deposits, increased bankcard fees, and

46

 

increased investment securities gains, net. The increase in 2024 is primarily driven by increased trust and securities processing income, other miscellaneous income, investment securities gains, net, and bankcard income. Changes in Noninterest income are presented in Table 6 below.
The Company’s fee-based services offer multiple products and services, which management believes will more closely align with customer product demands. The Company is currently emphasizing fee-based services including trust and securities processing, bankcard, securities trading and brokerage and cash and treasury management. Management believes that it can offer these products and services both efficiently and profitably, as most have common platforms and support structures.
Table 6
SUMMARY OF NONINTEREST INCOME (in thousands)
 

 

 

Year Ended December 31,

 

 

Dollar Change

 

 

Percent Change

 

 

 

2025

 

 

2024

 

 

2023

 

 

25-24

 

 

24-23

 

 

25-24

 

 

24-23

 

Trust and securities processing

 

$

343,398

 

 

$

290,571

 

 

$

257,200

 

 

$

52,827

 

 

$

33,371

 

 

 

18.2

%

 

 

13.0

%

Trading and investment banking

 

 

25,305

 

 

 

24,226

 

 

 

19,630

 

 

 

1,079

 

 

 

4,596

 

 

 

4.5

 

 

 

23.4

 

Service charges on deposit accounts

 

 

113,206

 

 

 

84,512

 

 

 

84,950

 

 

 

28,694

 

 

 

(438

)

 

 

34.0

 

 

 

(0.5

)

Insurance fees and commissions

 

 

910

 

 

 

1,257

 

 

 

1,009

 

 

 

(347

)

 

 

248

 

 

 

(27.6

)

 

 

24.6

 

Brokerage fees

 

 

79,592

 

 

 

61,564

 

 

 

54,119

 

 

 

18,028

 

 

 

7,445

 

 

 

29.3

 

 

 

13.8

 

Bankcard fees

 

 

113,924

 

 

 

87,797

 

 

 

74,719

 

 

 

26,127

 

 

 

13,078

 

 

 

29.8

 

 

 

17.5

 

Investment securities gains (losses), net

 

 

30,967

 

 

 

10,720

 

 

 

(3,139

)

 

 

20,247

 

 

 

13,859

 

 

 

188.9

 

 

 

441.5

 

Other

 

 

82,748

 

 

 

67,470

 

 

 

53,365

 

 

 

15,278

 

 

 

14,105

 

 

 

22.6

 

 

 

26.4

 

Total noninterest income

 

$

790,050

 

 

$

628,117

 

 

$

541,853

 

 

$

161,933

 

 

$

86,264

 

 

 

25.8

%

 

 

15.9

%

 
Noninterest income and the year-over-year changes in noninterest income are summarized in Table 6 above. The dollar change and percent change columns highlight the respective net increase or decrease in the categories of noninterest income in 2025 compared to 2024, and in 2024 compared to 2023.
Trust and securities processing income consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and wealth management services, and mutual fund assets servicing. This income category increased by $52.8 million, or 18.2% in 2025, compared to 2024, and increased by $33.4 million, or 13.0%, in 2024, compared to 2023. During 2025, wealth management services increased $22.3 million primarily driven by the acquisition of HTLF, fund services income increased $19.5 million, and corporate trust income increased $11.0 million. During 2024, fund services income increased $20.5 million, corporate trust income increased $7.7 million and wealth management services increased $5.1 million. The recent volatile markets have impacted the income in this category. Since trust and securities processing fees are primarily asset-based, which are highly correlated to the change in market value of the assets, the related income will be affected by changes in the securities markets. Management continues to emphasize sales of services to both new and existing clients as well as increasing and improving the distribution channels.
Trading and investment banking income increased $1.1 million, or 4.5%, in 2025 compared to 2024 and increased $4.6 million, or 23.4%, in 2024 compared to 2023. The increase in 2025 compared to 2024 and the increase in 2024 compared to 2023 was driven by increased bond trading income.
Service charges on deposits income increased $28.7 million, or 34.0%, in 2025 compared to 2024 and decreased $0.4 million, or 0.5%, in 2024 compared to 2023. This increase was largely driven by the HTLF acquisition and increased service charge income from acquired deposit accounts. The decrease in 2024 was driven by decreased healthcare services income, offset by increased commercial service charge income.
Brokerage fees increased $18.0 million, or 29.3%, in 2025 compared to 2024 and increased $7.4 million, or 13.8%, in 2024 compared to 2023. The increase in both years was driven by increased 12b-1 and money market fees driven by the increase in short-term interest rates.
Bankcard fees increased $26.1 million, or 29.8%, in 2025 compared to 2024, and increased $13.1 million, or 17.5%, in 2024 compared to 2023. The increase in 2025 was driven by higher interchange income, partially offset

47

 

by higher rebate and reward costs primarily related to purchase volume from the HTLF acquisition. The increase in 2024 was primarily driven by increased interchange income.
Investment securities gains, net increased $20.2 million in 2025 compared to 2024 and increased $13.9 million in 2024 compared to 2023. The increase in 2025 was primarily driven by the net gains from the Company's investment in Voyager Technologies, Inc., which completed its initial public offering in June 2025. The increase in 2024 was primarily driven by a gain on the sale of one of the Company's securities without readily determinable fair value in 2024, coupled with the impairment of one available-for-sale debt security in 2023.
Other noninterest income increased $15.3 million, or 22.6%, in 2025 compared to 2024 and increased $14.1 million, or 26.4%, in 2024 compared to 2023. The increase in 2025 is driven by increases of $5.3 million in bank-owned life insurance income, $4.1 million in derivative income, a $2.5 million legal settlement recorded in the third quarter of 2025, and $2.4 million in increased syndication income. The increase in 2024 was primarily driven by the gain on the sale of UMB Distribution Services, LLC, a legal settlement, and gains on the sale of other assets during 2024, coupled with increased bank-owned life insurance income.
Noninterest Expense
Noninterest expense increased in 2025 by $596.1 million, or 58.1%, compared to 2024 and increased in 2024 by $27.5 million, or 2.8%, compared to 2023. From 2024 to 2025 the increase was driven primarily by increased salaries and employee benefits expense, amortization of other intangible assets, processing fees, legal and consulting expense, and other expense. From 2023 to 2024 the increase was driven primarily by increased salaries and employee benefits expense, legal and consulting expense, and processing fees, partially offset by a decrease in regulatory fees. Table 7 below summarizes the components of noninterest expense and the respective year-over-year changes for each category.
Table 7
SUMMARY OF NONINTEREST EXPENSE (in thousands)
 

 

 

Year Ended December 31,

 

 

Dollar Change

 

 

Percent Change

 

 

 

2025

 

 

2024

 

 

2023

 

 

25-24

 

 

24-23

 

 

25-24

 

 

24-23

 

Salaries and employee benefits

 

$

883,883

 

 

$

593,913

 

 

$

553,421

 

 

$

289,970

 

 

$

40,492

 

 

 

48.8

%

 

 

7.3

%

Occupancy, net

 

 

73,722

 

 

 

47,539

 

 

 

48,502

 

 

 

26,183

 

 

 

(963

)

 

 

55.1

 

 

 

(2.0

)

Equipment

 

 

64,915

 

 

 

63,406

 

 

 

68,718

 

 

 

1,509

 

 

 

(5,312

)

 

 

2.4

 

 

 

(7.7

)

Supplies and services

 

 

28,503

 

 

 

14,845

 

 

 

16,829

 

 

 

13,658

 

 

 

(1,984

)

 

 

92.0

 

 

 

(11.8

)

Marketing and business development

 

 

45,682

 

 

 

28,439

 

 

 

25,749

 

 

 

17,243

 

 

 

2,690

 

 

 

60.6

 

 

 

10.4

 

Processing fees

 

 

172,846

 

 

 

117,899

 

 

 

103,099

 

 

 

54,947

 

 

 

14,800

 

 

 

46.6

 

 

 

14.4

 

Legal and consulting

 

 

92,304

 

 

 

46,207

 

 

 

29,998

 

 

 

46,097

 

 

 

16,209

 

 

 

99.8

 

 

 

54.0

 

Bankcard

 

 

49,503

 

 

 

44,265

 

 

 

32,969

 

 

 

5,238

 

 

 

11,296

 

 

 

11.8

 

 

 

34.3

 

Amortization of other intangible assets

 

 

93,521

 

 

 

7,705

 

 

 

8,587

 

 

 

85,816

 

 

 

(882

)

 

 

1,113.8

 

 

 

(10.3

)

Regulatory fees

 

 

28,751

 

 

 

31,904

 

 

 

77,010

 

 

 

(3,153

)

 

 

(45,106

)

 

 

(9.9

)

 

 

(58.6

)

Other

 

 

89,170

 

 

 

30,564

 

 

 

34,258

 

 

 

58,606

 

 

 

(3,694

)

 

 

191.7

 

 

 

(10.8

)

Total noninterest expense

 

$

1,622,800

 

 

$

1,026,686

 

 

$

999,140

 

 

$

596,114

 

 

$

27,546

 

 

 

58.1

%

 

 

2.8

%

 
Salaries and employee benefits expense increased $290.0 million, or 48.8%, in 2025 compared to 2024 and $40.5 million, or 7.3%, in 2024 compared to 2023. In 2025, bonus and commission expense increased $108.3 million, or 78.9%, salaries and wage expense increased $143.7 million, or 40.7% and employee benefits expense increased $38.0 million, or 36.8%. The 2025 variances in salaries and employee benefits are primarily driven by increased severance, retention bonuses, and change in control payments made to HTLF associates, as well as higher bonus expense due to higher company performance. In 2024, bonus and commission expense increased $22.4 million, or 19.5%, salaries and wage expense increased $14.0 million, or 4.1% and employee benefits expense increased $4.1 million, or 4.1%.
Occupancy expense increased $26.2 million, or 55.1%, in 2025 compared to 2024, and decreased $0.1 million, or 2.0%, from 2023 to 2024. The increase in 2025 was driven by higher volume of activity from the HTLF acquisition.

48

 

Processing fees expense increased $54.9 million, or 46.6%, in 2025 compared to 2024, and increased $14.8 million, or 14.4%, in 2024 compared to 2023. The increase in 2025 was primarily due to increased software subscription costs driven by legacy-HTLF software subscriptions. The increase in 2024 was primarily driven by higher software subscription costs due to the transition to cloud computing solutions and ongoing investments in digital channel and integrated platform solutions to support business growth.
Legal and consulting expense increased $46.1 million, or 99.8%, in 2025 compared to 2024 and increased $16.2 million, or 54.0%, in 2024 compared to 2023. The increase in 2025 was primarily due to non-recurring transaction costs associated with the acquisition. The increase in 2024 was driven by expenses incurred related to the announced acquisition of HTLF.
Amortization of other intangible assets expense increased $85.8 million, or 1,113.8%, in 2025 compared to 2024 and decreased $0.1 million, or 10.3%, in 2024 compared to 2023. The increase in 2025 is primarily due to amortization of the core deposit intangible, customer list and purchased credit card relationship intangibles recognized from the HTLF acquisition.
Regulatory fees decreased $3.2 million, or 9.9%, in 2025 compared to 2024 and decreased $45.1 million, or 58.6%, in 2024 compared to 2023. The decrease in 2025 and the decrease in 2024 was driven by the FDIC special assessment of $52.8 million recorded in 2023.
Other noninterest expense increased $58.6 million, or 191.7%, in 2025 compared to 2024 and decreased $3.7 million, or 10.8%, in 2024 compared to 2023. The increase in 2025 was primarily due to fees for termination of legacy HTLF contracts, coupled with higher operational losses, increased contribution expense, and increased expenses related to the HTLF acquisition for property taxes and insurance. The decreases in 2024 was driven by lower charitable contribution expenses and operational losses.
Income Taxes
Income tax expense totaled $172.6 million, $100.0 million, and $71.6 million in 2025, 2024, and 2023 respectively. These amounts equate to effective tax rates of 19.7%, 18.5%, and 17.0% for 2025, 2024 and 2023, respectively. The increase in the effective tax rate from 2024 to 2025 is primarily attributable to a smaller proportion of pre-tax income being earned from tax-exempt municipal securities, lower federal tax credits, net of related amortization, and higher state and local taxes. The increase was partially offset by more favorable discrete tax items in 2025, including a benefit from remeasuring deferred tax assets after the HTLF acquisition increased the state marginal tax rate. The increase in the effective tax rate from 2023 to 2024 is primarily attributable to a smaller proportion of pre-tax income being earned from tax-exempt municipal securities and higher non-deductible acquisition costs in 2024. These increases were partially offset by an increase in federal tax credits, net of related amortization.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses, including restoring 100% bonus depreciation, removing the requirement to capitalize and amortize domestic research and development expenditures, and a 25% exclusion of interest income on loans secured by rural or agricultural real property. The legislation has multiple effective dates, with certain provisions effective in 2025 and others being phased in through 2027. The effective provisions of the OBBBA were reflected in the Company's financial results for the year ended December 31, 2025, and did not have a material impact on its Consolidated Financial Statements.
For further information on income taxes refer to Note 16, “Income Taxes,” in the Notes to the Consolidated Financial Statements.
Business Segments
The Company has strategically aligned its operations into the following three reportable segments: Commercial Banking, Institutional Banking, and Personal Banking (collectively, the Business Segments). Senior executive officers regularly evaluate Business Segment financial results produced by the Company’s internal reporting system in deciding how to allocate resources and assess performance for individual Business Segments. The management accounting system assigns balance sheet and income statement items to each Business Segment using methodologies that are refined on an ongoing basis. For comparability purposes, amounts in all periods are

49

 

based on methodologies in effect at December 31, 2025. Previously reported results have been reclassified in this Form 10-K to conform to the Company’s current organizational structure.
Table 8
COMMERCIAL BANKING OPERATING RESULTS (in thousands)
 

 

 

Year Ended
December 31,

 

 

Dollar
Change

 

 

Percent
Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Net interest income

 

$

1,291,140

 

 

$

668,235

 

 

$

622,905

 

 

 

93.2

%

Provision for credit losses

 

 

126,554

 

 

 

51,781

 

 

 

74,773

 

 

 

144.4

 

Noninterest income

 

 

179,612

 

 

 

134,500

 

 

 

45,112

 

 

 

33.5

 

Noninterest expense

 

 

725,151

 

 

 

367,135

 

 

 

358,016

 

 

 

97.5

 

Income before taxes

 

 

619,047

 

 

 

383,819

 

 

 

235,228

 

 

 

61.3

 

Income tax expense

 

 

122,087

 

 

 

71,367

 

 

 

50,720

 

 

 

71.1

 

Net income

 

$

496,960

 

 

$

312,452

 

 

$

184,508

 

 

 

59.1

%

 
For the year ended December 31, 2025, Commercial Banking net income increased $184.5 million, or 59.1%, to $497.0 million compared to the same period in 2024. Net interest income increased $622.9 million, or 93.2%, for the year ended December 31, 2025, compared to the same period last year, primarily driven by the acquisition of HTLF, as well as continued organic loan growth and earning asset mix changes. Provision for credit losses increased $74.8 million, or 144.4%, as compared to 2024, driven by the acquisition of HTLF as well as portfolio metric changes, and changes in macro-economic metrics in 2025 as compared to 2024. Noninterest income increased $45.1 million, or 33.5%, over the same period in 2024. This increase was primarily due to increases of $19.6 million in deposit service charges, $15.7 million in other income driven by increased derivative income, recoveries of loans previously charged off by HTLF, a legal settlement during 2025, and increased syndication income, and $15.6 million in bankcard fees. These increases were partially offset by a decrease of $11.0 million in investment security gains. Noninterest expense increased $358.0 million, or 97.5%, as compared to the same period in 2024. This increase was driven by an increase of $219.3 million in technology, service, and overhead expenses, and an increase of $105.6 million in salaries and employee benefit expense, both driven by the acquisition. Additionally, there were increases of $10.0 million in marketing and business development, $7.1 million in regulatory fees, and $5.4 million in processing fees.
Table 9
INSTITUTIONAL BANKING OPERATING RESULTS (in thousands)
 

 

 

Year Ended
December 31,

 

 

Dollar
Change

 

 

Percent
Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Net interest income

 

$

258,312

 

 

$

197,174

 

 

$

61,138

 

 

 

31.0

%

Provision for credit losses

 

 

1,844

 

 

 

1,155

 

 

 

689

 

 

 

59.7

 

Noninterest income

 

 

444,502

 

 

 

393,984

 

 

 

50,518

 

 

 

12.8

 

Noninterest expense

 

 

434,063

 

 

 

397,316

 

 

 

36,747

 

 

 

9.2

 

Income before taxes

 

 

266,907

 

 

 

192,687

 

 

 

74,220

 

 

 

38.5

 

Income tax expense

 

 

52,639

 

 

 

35,016

 

 

 

17,623

 

 

 

50.3

 

Net income

 

$

214,268

 

 

$

157,671

 

 

$

56,597

 

 

 

35.9

%

 
For the year ended December 31, 2025, Institutional Banking net income increased $56.6 million, or 35.9%, to $214.3 million compared to the same period last year. Net interest income increased $61.1 million, or 31.0%, compared to the same period last year, due to an increase in funds transfer pricing resulting from higher deposit balances. Provision for credit losses increased $0.7 million as compared to 2024, driven by loan growth, portfolio metric changes, and changes in the macro-economic metrics in 2025 as compared to 2024. Noninterest income increased $50.5 million, or 12.8%, primarily due to increases of $30.4 million in trust and securities processing income driven by higher fund services and corporate trust revenue, an increase of $15.2 million in brokerage income, and $5.1 million in deposit service charges. These increases are partially offset by a decrease of $3.4 million in other income driven by the gain on the sale of UMB Distribution Services, LLC in 2024. Noninterest

50

 

expense increased $36.7 million, or 9.2% as compared to 2024, primarily driven by increases of $26.5 million in salaries and employee benefits expense, $8.8 million in processing fees, and $2.9 million in bankcard expense.
Table 10
PERSONAL BANKING OPERATING RESULTS (in thousands)
 

 

 

Year Ended
December 31,

 

 

Dollar
Change

 

 

Percent
Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Net interest income

 

$

312,753

 

 

$

135,483

 

 

$

177,270

 

 

 

130.8

%

Provision for credit losses

 

 

26,102

 

 

 

8,114

 

 

 

17,988

 

 

 

221.7

 

Noninterest income

 

 

165,936

 

 

 

99,633

 

 

 

66,303

 

 

 

66.5

 

Noninterest expense

 

 

463,586

 

 

 

262,235

 

 

 

201,351

 

 

 

76.8

 

Loss before taxes

 

 

(10,999

)

 

 

(35,233

)

 

 

24,234

 

 

 

68.8

 

Income tax benefit

 

 

(2,169

)

 

 

(6,353

)

 

 

4,184

 

 

 

65.9

 

Net loss

 

$

(8,830

)

 

$

(28,880

)

 

$

20,050

 

 

 

69.4

%

 
For the year ended December 31, 2025, Personal Banking net loss improved $20.1 million, or 69.4%, to a net loss of $8.8 million as compared to the same period last year. Net interest income increased $177.3 million, or 130.8%, compared to the same period last year, driven by the acquisition of HTLF, as well as organic loan growth and earning asset mix changes. Provision for credit losses increased $18.0 million, or 221.7%, for the period, driven by the acquisition of HTLF as well as by portfolio metric changes and changes in macro-economic metrics in 2025 as compared to 2024. Noninterest income increased $66.3 million, or 66.5%, for the same period primarily driven by increases of $29.7 million in investment securities gains, $19.6 million in trust and securities processing income, $7.3 million in bankcard fees, $4.1 million in deposit service charges, and $2.8 million in brokerage income. Noninterest expense increased $201.4 million, or 76.8%, primarily due to increases of $102.3 million in technology, service, and overhead expenses, and $62.5 million in salaries and employee benefits, both driven by the HTLF acquisition. Additionally, there were increases of $10.6 million in other expense driven by increased charitable contributions, $7.2 million in supplies and services, $5.6 million in processing fees, $3.4 million in regulatory fees, $3.4 million in equipment, and $3.3 million in marketing and business development.
Balance Sheet Analysis
Loans and Loans Held For Sale
Loans represent the Company’s largest source of interest income. Loan balances held for investment increased by $13.1 billion, or 51.2%, in 2025. This increase was primarily driven by an increase of $6.2 billion, or 61.6%, in commercial real estate loans, $5.3 billion, or 48.0%, in commercial and industrial loans, and $1.2 billion, or 39.2% in consumer real estate loans. A significant driver in the increases in loans was the acquisition of HTLF and its loan portfolio with an acquired fair value of $9.7 billion at January 31, 2025.

Commercial and industrial loans and commercial real estate loans continue to represent the largest segments of the Company’s loan portfolio, comprising approximately 42.0% and 42.2%, respectively, of total loans and loans held for sale at the end of 2025 and 42.5% and 39.5%, respectively, of total loans and loans held for sale at the end of 2024.
As a percentage of total loans, commercial real estate comprised 42.2% of total loans compared to 39.5% in 2024. Commercial real estate loans generally involve a greater degree of credit risk than consumer real estate loans because they typically have larger balances and are more affected by adverse conditions in the economy. Because payments on loans secured by commercial real estate often depend upon the successful operation and management of the properties and the businesses which operate from within them, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy or changes in government regulations. In recent years, commercial real estate markets have been particularly impacted by the economic disruption resulting from the COVID-19 pandemic. The COVID-19 pandemic has also been a catalyst for the evolution of various remote work options, which could impact the long-term performance of some types of office properties within our commercial real estate portfolio. Due to these risks, the Company is actively monitoring its exposure to commercial real estate.

51

 

Generally, these loans are made for investment and real estate development or working capital and business expansion purposes and are primarily secured by real estate with a maximum loan-to-value of 80%. Most of these properties are non-owner occupied and have guarantees as additional security. The Company’s investment CRE portfolio (which includes non-owner occupied and construction loans) totaled 27.5% and 28.5% of total Company loans as of December 31, 2025 and December 31, 2024, respectively. The average investment CRE loan was approximately $3.6 million and $7.2 million, as of December 31, 2025 and December 31, 2024, respectively.
The properties securing the commercial real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce exposure to adverse economic events that affect any single market or industry. Notwithstanding, commercial real estate loans, in general, may be more adversely impacted by conditions in the real estate market or the economy.
 
The following table presents the Company’s investment CRE (which includes non-owner occupied and construction loans) by industry. The table separately discloses the top five industries as a percentage of the Company’s loan portfolio as of either period presented, while the remainder are included in “Other.”
Table 11
 

 

 

Investment CRE loans by industry as a percentage of total Company Loans

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Industrial

 

 

8.1

%

 

 

8.8

%

Multifamily

 

 

6.7

 

 

 

7.4

 

Office building

 

 

3.6

 

 

 

3.9

 

Retail

 

 

2.3

 

 

 

1.9

 

Hotel

 

 

2.0

 

 

 

1.9

 

Other

 

 

4.8

 

 

 

4.6

 

Total Investment CRE

 

 

27.5

%

 

 

28.5

%

 
The following table presents the Company’s investment CRE (which includes non-owner occupied and construction loans) by state. The table separately discloses all states that represent at least 5.0% of the Company’s investment CRE portfolio as of either period presented, while the remainder are included in “All Others.”
Table 12
 

 

 

Investment CRE loans by State

 

 

 

December 31, 2025

 

 

December 31, 2024

 

Missouri

 

 

12.5

%

 

 

14.6

%

Arizona

 

 

12.2

 

 

 

11.6

 

Texas

 

 

12.0

 

 

 

11.4

 

Colorado

 

 

11.7

 

 

 

9.1

 

California

 

 

5.1

 

 

 

3.0

 

Utah

 

 

4.9

 

 

 

8.1

 

Florida

 

 

4.3

 

 

 

5.8

 

All others

 

 

37.3

 

 

 

36.4

 

Total Investment CRE

 

 

100.0

%

 

 

100.0

%

Nonaccrual, past due and restructured loans are discussed under “Quantitative and Qualitative Disclosure about Market Risk – Credit Risk Management” in Item 7A of this report.
Investment Securities
The Company’s investment portfolio contains trading, available-for-sale (AFS), and held-to-maturity (HTM) securities as well as FRB stock, Federal Home Loan Bank (FHLB) stock, and other miscellaneous investments. Investment securities totaled $20.1 billion as of December 31, 2025 and $13.7 billion as of December 31, 2024 and comprised 29.9% and 28.5% of the Company’s earning assets, respectively, as of those dates. A significant driver in

52

 

the increase in the Company's investment portfolio was the acquisition of HTLF and its bond portfolio, which added total securities with an acquired fair value of $3.6 billion at January 31, 2025.
The Company’s AFS securities portfolio comprised 68.1% of the Company’s investment securities portfolio at December 31, 2025, compared to 56.9% at December 31, 2024. The Company’s AFS securities portfolio provides liquidity as a result of the composition and average life of the underlying securities. This liquidity can be used to fund loan growth or to offset the outflow of traditional funding sources. The average life of the AFS securities portfolio increased from 56.0 months at December 31, 2024 to 74.8 months at December 31, 2025. In addition to providing a potential source of liquidity, the AFS securities portfolio can be used as a tool to manage interest rate sensitivity. The Company’s goal in the management of its AFS securities portfolio is to maximize return within the Company’s parameters of liquidity goals, interest rate risk and credit risk.
Management expects collateral pledging requirements for public funds, loan demand, and deposit funding to be the primary factors impacting changes in the level of AFS securities. There were $13.4 billion and $10.5 billion of securities pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements at December 31, 2025 and December 31, 2024, respectively.
The Company’s HTM securities portfolio consists of U.S. Treasury securities, U.S. agency-backed securities, mortgage-backed securities, general obligation bonds, and private placement bonds. The Company’s HTM portfolio, net of the ACL totaled $5.7 billion as of December 31, 2025, an increase of $346.3 million from December 31, 2024. The average life of the HTM portfolio was 8.5 years at December 31, 2025, compared to 9.1 years at December 31, 2024.
The securities portfolio generates the Company’s second largest component of interest income. The AFS, HTM, and Other securities portfolios achieved an average yield on a tax-equivalent basis of 3.68% for 2025, compared to 2.96% in 2024.
At December 31, 2025, securities available for sale had a net unrealized loss of $290.8 million, or 2.1%, of the $14.0 billion amortized cost value, an improvement of $342.6 million compared to a net unrealized loss of $633.3 million the preceding year. This market value change primarily reflects the impact of decreasing market interest rates as of December 31, 2025, compared to December 31, 2024. These amounts are reflected, on an after-tax basis, in the Company’s Accumulated other comprehensive income (loss) (AOCI) in shareholders’ equity, as an unrealized loss of $221.4 million at year-end 2025, compared to an unrealized loss of $478.5 million for 2024. The AFS securities portfolio contains securities that have unrealized losses (see the table of these securities in Note 4, “Securities,” in the Notes to the Consolidated Financial Statements). The unrealized losses in the Company’s investments were caused by changes in interest rates, and not from a decline in credit of the underlying issuers. The U.S. Treasury, U.S. Agency, and Government Sponsored Entity (GSE) mortgage-backed securities are all considered to be agency-backed securities with no risk of loss as they are either explicitly or implicitly guaranteed by the U.S. government. The changes in fair value in the agency-backed portfolios are solely driven by change in interest rates caused by changing economic conditions. The Company has no knowledge of any underlying credit issues and the cash flows underlying the debt securities have not changed and are not expected to be impacted by changes in interest rates. As of December 31, 2025, the Company does not believe the decline in value in these portfolios is related to credit impairments and instead is due to increasing market interest rates. For the State and political subdivision portfolio, the majority of the Company’s holdings are in general obligation bonds, which have a very low historical default rate due to issuers generally having unlimited taxing authority to service the debt. For the State and political, Corporates, and Collateralized loan obligations portfolios, the Company has a robust process for monitoring credit risk, including both pre-purchase and ongoing post-purchase credit reviews and analysis. The Company monitors credit ratings of all bond issuers in these segments and reviews available financial data, including market and sector trends. The Company does not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of amortized cost. As of December 31, 2025, there is no ACL related to the Company’s available-for-sale securities as the decline in fair value did not result from credit issues.
Securities held to maturity had a net unrealized loss of $473.8 million or 8.3% of the $5.7 billion amortized cost value as of December 31, 2025, compared to a net unrealized loss of $630.0 million at December 31, 2024. During 2022, the Company transferred securities with an amortized cost balance of $4.1 billion and a fair value of $3.8 billion from the AFS category to the HTM category. The transfer of securities was made at fair value at the time of transfer. The remaining balance of unrealized pre-tax losses related to transferred securities was $139.2 million as of December 31, 2025 and $171.3 million as of December 31, 2024, and was included in the amortized

53

 

cost balance of HTM securities. See further information in Note 4, "Securities" in the Notes to Consolidated Financial Statements.
Included in Tables 13 and 14 are analyses of the fair value and average yield (tax-equivalent basis) of securities available for sale and securities held to maturity.
Table 13
SECURITIES AVAILABLE FOR SALE (in thousands)
 
 

 

 

U.S. Treasury Securities

 

 

U.S. Agency Securities

 

December 31, 2025

 

Fair Value

 

 

Weighted
Average Yield

 

 

Fair Value

 

 

Weighted
Average Yield

 

Due in one year or less

 

$

348,917

 

 

 

4.25

%

 

$

30,667

 

 

 

4.39

%

Due after 1 year through 5 years

 

 

1,971,898

 

 

 

4.02

 

 

 

31,703

 

 

 

4.35

 

Due after 5 years through 10 years

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Due after 10 years

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

2,320,815

 

 

 

4.05

%

 

$

62,370

 

 

 

4.38

%

 

 

 

Mortgage-backed Securities

 

 

State and Political
Subdivisions

 

December 31, 2025

 

Fair Value

 

 

Weighted
Average Yield

 

 

Fair Value

 

 

Weighted
Average Yield

 

Due in one year or less

 

$

40,452

 

 

 

3.32

%

 

$

115,434

 

 

 

3.60

%

Due after 1 year through 5 years

 

 

3,549,279

 

 

 

3.77

 

 

 

520,478

 

 

 

3.25

 

Due after 5 years through 10 years

 

 

4,150,156

 

 

 

3.60

 

 

 

446,628

 

 

 

3.95

 

Due after 10 years

 

 

427,986

 

 

 

4.85

 

 

 

1,364,048

 

 

 

4.85

 

Total

 

$

8,167,873

 

 

 

3.74

%

 

$

2,446,588

 

 

 

4.32

%

 

 

 

Corporates

 

 

Collateralized Loan Obligations

 

December 31, 2025

 

Fair Value

 

 

Weighted
Average Yield

 

 

Fair Value

 

 

Weighted
Average Yield

 

Due in one year or less

 

$

114,138

 

 

 

1.96

%

 

$

—

 

 

 

—

%

Due after 1 year through 5 years

 

 

9,538

 

 

 

6.94

 

 

 

18,203

 

 

 

5.42

 

Due after 5 years through 10 years

 

 

53,439

 

 

 

3.34

 

 

 

59,716

 

 

 

5.24

 

Due after 10 years

 

 

—

 

 

 

—

 

 

 

456,461

 

 

 

5.14

 

Total

 

$

177,115

 

 

 

2.65

%

 

$

534,380

 

 

 

5.16

%

 
 

 

 

U.S. Treasury Securities

 

 

U.S. Agency Securities

 

December 31, 2024

 

Fair Value

 

 

Weighted
Average Yield

 

 

Fair Value

 

 

Weighted
Average Yield

 

Due in one year or less

 

$

164,461

 

 

 

2.94

%

 

$

75,781

 

 

 

3.10

%

Due after 1 year through 5 years

 

 

1,161,612

 

 

 

4.22

 

 

 

53,266

 

 

 

4.38

 

Due after 5 years through 10 years

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Due after 10 years

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

$

1,326,073

 

 

 

4.06

%

 

$

129,047

 

 

 

3.63

%

 

54

 

 

 

Mortgage-backed Securities

 

 

State and Political
Subdivisions

 

December 31, 2024

 

Fair Value

 

 

Weighted
Average Yield

 

 

Fair Value

 

 

Weighted
Average Yield

 

Due in one year or less

 

$

12,036

 

 

 

2.34

%

 

$

97,265

 

 

 

2.91

%

Due after 1 year through 5 years

 

 

1,806,392

 

 

 

3.27

 

 

 

446,680

 

 

 

2.97

 

Due after 5 years through 10 years

 

 

2,554,980

 

 

 

2.31

 

 

 

297,816

 

 

 

3.04

 

Due after 10 years

 

 

47,522

 

 

 

4.26

 

 

 

376,808

 

 

 

3.29

 

Total

 

$

4,420,930

 

 

 

2.70

%

 

$

1,218,569

 

 

 

3.08

%

 

 

 

Corporates

 

 

Collateralized Loan Obligations

 

December 31, 2024

 

Fair Value

 

 

Weighted
Average Yield

 

 

Fair Value

 

 

Weighted
Average Yield

 

Due in one year or less

 

$

97,907

 

 

 

2.28

%

 

$

—

 

 

 

—

%

Due after 1 year through 5 years

 

 

124,565

 

 

 

1.88

 

 

 

63,635

 

 

 

6.10

 

Due after 5 years through 10 years

 

 

94,698

 

 

 

3.35

 

 

 

132,289

 

 

 

5.98

 

Due after 10 years

 

 

—

 

 

 

—

 

 

 

166,621

 

 

 

6.14

 

Total

 

$

317,170

 

 

 

2.45

%

 

$

362,545

 

 

 

6.08

%

 
 
Table 14
SECURITIES HELD TO MATURITY (in thousands)
 

 

 

U.S. Treasury Securities

 

 

Mortgage-backed Securities

 

December 31, 2025

 

Fair Value

 

 

Weighted
Average
Yield/Average
Maturity

 

 

Fair Value

 

 

Weighted
Average
Yield/Average
Maturity

 

Due in one year or less

 

$

—

 

 

 

—

%

 

$

341

 

 

 

0.34

%

Due after 1 year through 5 years

 

 

38,243

 

 

 

3.59

 

 

 

293,057

 

 

 

2.32

 

Due after 5 years through 10 years

 

 

—

 

 

 

—

 

 

 

1,779,723

 

 

 

1.89

 

Due over 10 years

 

 

—

 

 

 

—

 

 

 

135,841

 

 

 

1.97

 

Total

 

$

38,243

 

 

 

3.59

%

 

$

2,208,962

 

 

 

1.95

%

 

 

 

State and Political Subdivisions

 

December 31, 2025

 

Fair Value

 

 

Weighted
Average
Yield/Average
Maturity

 

Due in one year or less

 

$

132,448

 

 

 

4.84

%

Due after 1 year through 5 years

 

 

379,179

 

 

 

2.88

 

Due after 5 years through 10 years

 

 

833,694

 

 

 

3.01

 

Due over 10 years

 

 

1,657,939

 

 

 

3.49

 

Total

 

$

3,003,260

 

 

 

3.34

%

 

55

 

 

 

U.S. Agency Securities

 

 

Mortgage-backed Securities

 

December 31, 2024

 

Fair Value

 

 

Weighted
Average
Yield/Average
Maturity

 

 

Fair Value

 

 

Weighted
Average
Yield/Average
Maturity

 

Due in one year or less

 

$

115,750

 

 

 

3.08

%

 

$

116

 

 

 

0.07

%

Due after 1 year through 5 years

 

 

—

 

 

 

—

 

 

 

270,326

 

 

 

2.32

 

Due after 5 years through 10 years

 

 

—

 

 

 

—

 

 

 

1,671,839

 

 

 

1.65

 

Due over 10 years

 

 

—

 

 

 

—

 

 

 

162,371

 

 

 

1.85

 

Total

 

$

115,750

 

 

 

3.08

%

 

$

2,104,652

 

 

 

1.74

%

 

 

 

State and Political Subdivisions

 

December 31, 2024

 

Fair Value

 

 

Weighted
Average
Yield/Average
Maturity

 

Due in one year or less

 

$

90,690

 

 

 

4.81

%

Due after 1 year through 5 years

 

 

255,828

 

 

 

3.56

 

Due after 5 years through 10 years

 

 

729,501

 

 

 

2.86

 

Due over 10 years

 

 

1,452,517

 

 

 

3.40

 

Total

 

$

2,528,536

 

 

 

3.31

%

The table below provides detailed information for Other securities at December 31, 2025 and 2024:
Table 15
OTHER SECURITIES (in thousands)
 

 

 

December 31,

 

 

 

2025

 

 

2024

 

FRB and FHLB stock

 

$

137,498

 

 

$

42,672

 

Equity securities with readily determinable fair values

 

 

14,690

 

 

 

11,596

 

Equity securities without readily determinable fair values

 

 

524,112

 

 

 

416,750

 

Total

 

$

676,300

 

 

$

471,018

 

 
Equity securities with readily determinable fair values are generally traded on an exchange and market prices are readily available. Equity securities without readily determinable fair values are generally carried at cost less impairment. Unrealized gains or losses on equity securities with and without readily determinable fair values are recognized in the Investment Securities gains, net line of the Company’s Consolidated Statements of Income.
 
For further information on the Company’s investment securities, refer to Note 4, “Securities,” in the Notes to the Consolidated Financial Statements.
Other Earning Assets
Federal funds transactions essentially are overnight loans between financial institutions, which allow for either the daily investment of excess funds or the daily borrowing of another institution’s funds in order to meet short-term liquidity needs. The net borrowed position was $32.1 million at December 31, 2025 compared to $70.4 million at December 31, 2024.
The Bank buys and sells federal funds as agent for non-affiliated banks. Because the transactions are pursuant to agency arrangements, these transactions do not appear on the balance sheet and averaged $215.3 million in 2025 and $161.7 million in 2024.
At December 31, 2025, the Company held securities purchased under agreements to resell of $1.5 billion compared to $545.0 million at December 31, 2024. The Company uses these instruments as short-term secured investments, in lieu of selling federal funds, or to acquire securities required for collateral purposes. Balances will

56

 

fluctuate based on the Company’s liquidity and investment decisions as well as the Company’s correspondent bank borrowing levels. These investments averaged $776.8 million in 2025 and $303.0 million in 2024.
The Company also maintains an active securities trading inventory. The average holdings in the securities trading inventory in 2025 were $17.2 million, compared to $22.3 million in 2024, and were recorded at fair market value. As discussed in “Quantitative and Qualitative Disclosures About Market Risk – Trading Account” in Part II, Item 7A, the Company offsets the trading account securities by the sale of exchange-traded financial futures contracts, with both the trading account and futures contracts marked to market daily.
Interest-bearing due from banks totaled $6.9 billion as of December 31, 2025 compared to $8.0 billion as of December 31, 2024 and includes amounts due from the FRB and interest-bearing accounts held at other financial institutions. The amount due from the FRB averaged $6.0 billion and $3.4 billion during the years ended December 31, 2025 and 2024, respectively. The increase in the FRB balance at December 31, 2025 compared to the prior year is primarily related to the acquisition of HTLF. The interest-bearing accounts held at other financial institutions totaled $121.1 million and $110.8 million at December 31, 2025 and 2024, respectively.
Deposits and Borrowed Funds
Deposits represent the Company’s primary funding source for its asset base. In addition to the core deposits garnered by the Company’s retail branch structure, the Company continues to focus on its cash management services, as well as its asset management and mutual fund servicing businesses in order to attract and retain additional core deposits. Management believes a strong core deposit composition is one of the Company's key strengths given its competitive product mix. Deposits totaled $60.7 billion at December 31, 2025 and $43.1 billion at December 31, 2024, an increase of $17.5 billion, or 40.6%. There were $590.4 million and $1.0 billion of brokered deposits as of December 31, 2025 and December 31, 2024, respectively. Deposits averaged $55.1 billion in 2025, and $35.3 billion in 2024. A significant driver in the increases in the Company's deposits was the acquisition of HTLF, which added total deposits with an acquired fair value of $14.3 billion at January 31, 2025.
Noninterest-bearing demand deposits averaged $14.1 billion in 2025 and $10.1 billion in 2024. These deposits represented 25.6% of average deposits in 2025, compared to 28.5% in 2024. The Company’s large commercial customer base provides a significant source of noninterest-bearing deposits. Many of these commercial accounts do not earn interest; however, they receive an earnings credit to offset the cost of other services provided by the Company.
Table 16
MATURITIES OF UNINSURED TIME DEPOSITS (in thousands)
 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Maturing within 3 months

 

$

852,002

 

 

$

750,150

 

After 3 months but within 6 months

 

 

147,599

 

 

 

72,123

 

After 6 months but within 12 months

 

 

178,087

 

 

 

34,937

 

After 12 months

 

 

24,607

 

 

 

7,075

 

Total

 

$

1,202,295

 

 

$

864,285

 

 
As of December 31, 2025, there were an estimated $39.7 billion of uninsured deposits, as compared to $31.0 billion as of December 31, 2024. Estimated uninsured deposits comprised approximately 65.4% and 72.0% of total deposits as of December 31, 2025 and December 31, 2024, respectively. A portion of these uninsured deposits represent affiliate deposits and collateralized deposits. Affiliate deposits represent deposit accounts owned by the wholly owned subsidiaries of UMB Financial Corporation that are on deposit at the Bank. Collateralized deposits are public fund deposits or corporate trust deposits that are collateralized by high quality securities within the investment portfolio. Excluding affiliate deposits of $2.9 billion and collateralized deposits of $7.6 billion, the adjusted estimated uninsured deposits were $29.2 billion as of December 31, 2025. Excluding affiliate deposits of $2.4 billion and collateralized deposits of $6.0 billion, the adjusted estimated uninsured deposits were $22.7 billion as of December 31, 2024. The adjusted ratio of estimated uninsured deposits, excluding affiliate and collateralized deposits, as a percentage of total deposits was approximately 48.1% and 52.6% as of December 31, 2025, and December 31, 2024, respectively.

57

 

The Company participates in the IntraFi Cash Service program, which allows its customers to place deposits into the program to receive reciprocal FDIC insurance coverage. As of December 31, 2025 and December 31, 2024, the Company had $3.5 billion and $1.3 billion of deposits in the program, respectively.
Table 17
ANALYSIS OF AVERAGE DEPOSITS (in thousands)
 

 

 

December 31,

 

 

 

2025

 

 

2024

 

Amount:

 

 

 

 

 

 

Noninterest-bearing demand

 

$

14,105,537

 

 

$

10,077,251

 

Interest-bearing demand and savings

 

 

37,721,002

 

 

 

22,949,608

 

Time deposits under $250,000

 

 

1,034,746

 

 

 

1,113,096

 

Total core deposits

 

 

52,861,285

 

 

 

34,139,955

 

Time deposits of $250,000 or more

 

 

2,226,060

 

 

 

1,161,497

 

Total deposits

 

$

55,087,345

 

 

$

35,301,452

 

 

 

 

 

 

 

As a % of total deposits:

 

 

 

 

 

 

Noninterest-bearing demand

 

 

25.6

%

 

 

28.5

%

Interest-bearing demand and savings

 

 

68.5

 

 

 

65.0

 

Time deposits under $250,000

 

 

1.9

 

 

 

3.2

 

Total core deposits

 

 

96.0

 

 

 

96.7

 

Time deposits of $250,000 or more

 

 

4.0

 

 

 

3.3

 

Total deposits

 

 

100.0

%

 

 

100.0

%

 
Capital Resources and Liquidity
The Company places a significant emphasis on the maintenance of a strong capital position, which it believes promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities. Higher levels of liquidity, however, bear corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets, and higher expenses for extended liability maturities. The Company manages capital for each subsidiary based upon the subsidiary’s respective risks and growth opportunities as well as regulatory requirements.
Total shareholders’ equity increased $4.2 billion, or 121.9% to $7.7 billion at December 31, 2025 as compared to December 31, 2024, driven by the acquisition of HTLF. Total common shareholders' equity was $7.4 billion as of December 31, 2025. Total accumulated other comprehensive loss was $261.5 million at December 31, 2025, which is an improvement of $311.5 million as compared to December 31, 2024. During the second quarter of 2025, the Company issued 12.0 million depositary shares, each representing a 1/400th interest in a share of the Company's 7.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B. During the third quarter of 2025, the Company completed the redemption of all of its outstanding 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A at the redemption price of $10,000 per share.
The Board authorized, at its April 29, 2025 and April 30, 2024 meetings, the repurchase of up to one million shares of the Company's common stock during the twelve months following the meeting (a Repurchase Authorization). On July 25, 2023, the Board authorized the repurchase of up to one million shares of the Company's stock, which terminated on April 30, 2024. During 2025 and 2024, the Company did not repurchase shares of common stock pursuant to any of its announced Repurchase Authorizations, but did acquire shares pursuant to the Company's share-based incentive programs.
On April 28, 2024, the Company entered into the Merger Agreement with HTLF, a Delaware corporation and Blue Sky Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company. The Merger Agreement and the merger were unanimously approved by the boards of directors of the Company and HTLF. Pending regulatory approval and approval by the shareholders of the Company and HTLF, and the merger closed on January 31, 2025. Under the terms of the Merger Agreement, HTLF stockholders received a fixed exchange ratio of

58

 

0.55 shares of the Company’s common stock for each share of HTLF stock, with a total market value of approximately $2.8 billion.
Additionally, on April 29, 2024, the Company also announced that in connection with the execution of the Merger Agreement, it entered into a forward sale agreement with BofA Securities, Inc. or its affiliate to issue 2.8 million shares of its common stock. The underwriters were granted an option to purchase up to an additional 420 thousand shares of the Company's common stock exercisable within 30 days of April 28, 2024. The underwriters exercised this option in full on April 30, 2024, upon which the Company entered into an additional forward sale agreement relating to the 420 thousand shares of the Company's common stock. The forward sale agreements are classified as an equity instrument under ASC 815-40, Contracts in Entity’s Own Equity . The Company received net proceeds of $235.1 million from the sale of shares of common stock and settlement of the forward sale agreements.
At the Company's quarterly board meeting, the Board declared a $0.43 per common share quarterly cash dividend payable on April 1, 2026, to common shareholders of record at the close of business on March 10, 2026. Additionally, the Board declared a dividend of $193.75 per share of the Company's Series B Preferred Stock, which results in a dividend of $0.484375 per depositary share. The Series B Preferred Stock dividend is payable on April 15, 2026 to stockholders of record of the Series B Preferred Stock as of the close of business on March 31, 2026.
Risk-based capital guidelines established by regulatory agencies set minimum capital standards based on the level of risk associated with a financial institution’s assets. The Company has implemented the Basel III regulatory capital rules adopted by the FRB. Basel III capital rules include a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a minimum tier 1 risk-based capital ratio of 6%. A financial institution’s total capital is also required to equal at least 8% of risk-weighted assets.
The risk-based capital guidelines indicate the specific risk weightings by type of asset. Certain off-balance sheet items (such as standby letters of credit and binding loan commitments) are multiplied by credit conversion factors to translate them into balance sheet equivalents before assigning them specific risk weightings. The Company is also required to maintain a leverage ratio equal to or greater than 4%. The leverage ratio is tier 1 core capital to total average assets less goodwill and intangibles. The Company's capital position as of December 31, 2025 is summarized in the table below and exceeded regulatory requirements.
Table 18
RISK-BASED CAPITAL (in thousands)
This table computes risk-based capital in accordance with current regulatory guidelines. These guidelines as of December 31, 2025, excluded net unrealized gains or losses on securities available for sale and net unrealized losses on securities held to maturity transferred from the available-for-sale category from the computation of regulatory capital and the related risk-based capital ratios.
 

 

 

Risk-Weighted Category

 

 

 

0%

 

 

20%

 

 

50%

 

 

100%

 

 

150%

 

 

250%

 

 

Total

 

Risk-Weighted Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans held for sale

 

$

—

 

 

$

—

 

 

$

2,030

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

2,030

 

Loans and leases

 

 

404,647

 

 

 

139,694

 

 

 

3,428,357

 

 

 

34,577,863

 

 

 

228,847

 

 

 

—

 

 

 

38,779,408

 

Securities available for sale

 

 

5,974,297

 

 

 

7,178,648

 

 

 

665,406

 

 

 

181,549

 

 

 

—

 

 

 

—

 

 

 

13,999,900

 

Securities held to maturity

 

 

613,564

 

 

 

3,831,494

 

 

 

1,418,400

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,863,458

 

Trading securities

 

 

2,636

 

 

 

13,490

 

 

 

3,697

 

 

 

2,508

 

 

 

—

 

 

 

—

 

 

 

22,331

 

Cash and due from banks

 

 

7,054,613

 

 

 

838,469

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

7,893,082

 

All other assets

 

 

150,007

 

 

 

196,173

 

 

 

52,712

 

 

 

2,556,099

 

 

 

—

 

 

 

273,926

 

 

 

3,228,917

 

Category totals

 

$

14,199,764

 

 

$

12,197,968

 

 

$

5,570,602

 

 

$

37,318,019

 

 

$

228,847

 

 

$

273,926

 

 

$

69,789,126

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk-weighted totals

 

$

—

 

 

$

2,439,594

 

 

$

2,785,301

 

 

$

37,318,019

 

 

$

343,271

 

 

$

684,815

 

 

$

43,571,000

 

Off-balance-sheet items (4)

 

 

—

 

 

 

70,905

 

 

 

59,689

 

 

 

6,091,031

 

 

 

1,056

 

 

 

—

 

 

 

6,222,681

 

Total risk-weighted assets

 

$

—

 

 

$

2,510,499

 

 

$

2,844,990

 

 

$

43,409,050

 

 

$

344,327

 

 

$

684,815

 

 

$

49,793,681

 

 

59

 

 

 

Total

 

Regulatory Capital

 

 

 

Shareholders’ equity

 

$

7,693,568

 

Less adjustments (1)

 

 

(2,234,225

)

Common equity Tier 1/Tier 1 capital

 

 

5,459,343

 

Additional Tier 1 capital (2)

 

 

294,066

 

Tier 1 capital

 

 

5,753,409

 

Tier 2 capital (3)

 

 

901,112

 

Total capital

 

$

6,654,521

 

 

 

 

Company

 

Capital ratios

 

 

 

Common Equity Tier 1 capital to risk-weighted assets

 

 

10.96

%

Tier 1 capital to risk-weighted assets

 

 

11.55

%

Total capital to risk-weighted assets

 

 

13.36

%

Leverage ratio (Tier 1 capital to total average assets less adjustments (1) )

 

 

8.54

%

 
(1) Adjustments include a portion of goodwill and intangibles as well as unrealized gains/losses on available-for-sale securities, cash flow hedges, and the impact of the Company’s election to use the five-year CECL transition.

(2) Includes the Company’s preferred stock.

(3) Includes the Company’s ACL (inclusive of the reserve for off-balance sheet arrangements), subordinated long-term debt, and trust preferred subordinated notes.

(4) After credit conversion factor and risk weighting is applied.