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10-K – 2026-02-24 – zions-20251231.htm

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2026 $ 9,776  
2027 57  
2028 39  
2029 18  
2030 16  
Thereafter 1  
Total $ 9,907  

The following schedule presents the amount of time deposits that exceed $250,000 by scheduled maturity at December 31, 2025:

(In millions) Amount

Three months or less $ 1,451  
After three months through six months 889  
After six months through twelve months 283  
After twelve months 43  
Total $ 2,666  

Deposit overdrafts reclassified as loans totaled $ 11 million and $ 8 million at December 31, 2025 and 2024, respectively.
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12. SHORT-TERM BORROWINGS
The following schedule presents selected information for FHLB advances and other short-term borrowings:

(Dollar amounts in millions) 2025 2024
Federal Home Loan Bank advances
Average amount outstanding $ 3,837   $ 1,665  
Average rate 4.47   % 4.89   %
Highest month-end balance $ 5,500   $ 2,525  
Year-end balance 2,000   2,525  
Average rate on outstanding advances at year-end 3.97   % 4.78   %
Other short-term borrowings, year-end balances

Federal funds purchased $ 244   $ 108  

Security repurchase agreements 493   764  

Securities sold, not yet purchased 135   20  
Swap margin collateral received 232   415  
Total federal funds and other short-term borrowings $ 3,104   $ 3,832  

We pledge loans and investment securities as collateral to support both current and potential borrowings. We may borrow from the FHLB under lines of credit secured through blanket pledge arrangements. We maintain collateral with carrying amounts adjusted for the types of collateral pledged, ensuring they equal at least 100 % of outstanding advances. Additionally, we may borrow from the Federal Reserve Board (“FRB”) based on the amount of collateral we have pledged.
A significant portion of the assets pledged to the FHLB and FRB are unencumbered, but are pledged to provide immediate access to contingency funding sources. At December 31, 2025, our unused borrowing capacity under FHLB and FRB collateralized arrangements was $ 15.4 billion and $ 18.4 billion, respectively, compared with $ 12.0 billion and $ 17.7 billion at December 31, 2024.
Federal funds purchased and securities sold under repurchase agreements generally have maturities of less than 30 days. We enter into overnight repurchase agreements with sweep accounts under a master repurchase agreement structure. In these arrangements, securities under our control are pledged, and interest is paid on customers’ collected account balances. For nonsweep overnight and term repurchase agreements, securities are delivered to the applicable counterparties, who in certain instances, have the contractual right to sell or repledge the collateral. At December 31, 2025, nearly all outstanding security repurchase agreements were overnight term transactions.

13.      LONG-TERM DEBT
The following schedule presents the components of our long-term debt:

December 31,
(In millions) 2025 2024

Subordinated notes $ 969   $ 946  
Senior notes 499   —  
Finance lease obligations 4   4  
Total $ 1,472   $ 950  

Long-term debt carrying values include the par value of the debt, adjusted for unamortized premiums or discounts, unamortized debt issuance costs, and fair value hedge basis adjustments. The increase in long-term debt from the prior year was primarily due to the issuance of $ 500 million in 4.70 % Fixed-to-Floating Senior Notes with a maturity date of August 18, 2028, during the third quarter of 2025.
During the fourth quarter of 2024, we entered into a receive-fixed interest rate swap designated as a hedge of the $ 500 million subordinated notes maturing in November 2035. In 2023, we terminated a receive-fixed interest rate swap that had been designated as a hedge of the $ 500 million subordinated notes maturing in October 2029. The
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remaining unamortized hedge basis adjustment from the terminated hedging relationship continues to be amortized into earnings through the contractual maturity of the hedged notes. The carrying values include any unamortized hedge basis adjustments. For additional information on derivatives designated as qualifying hedges, see Note 7.
Subordinated Notes
The following schedule presents our subordinated notes outstanding at December 31, 2025:

(Dollar amounts in millions) Subordinated notes
Coupon rate Carrying value Par amount Maturity date Earliest redemption date Interest terms

3.25 % $ 466   $ 500   October 2029 July 2029 3.25 % fixed; interest payable semi‑annually

6.82 % 503   500   November 2035 November 2034 6.82 % fixed-to-floating: interest payable semi‑annually during fixed period; converts in Nov. 2034 to compounded SOFR + 2.83 % payable quarterly

Total $ 969   $ 1,000  

Senior Notes
The following schedule presents our senior notes outstanding at December 31, 2025:

(Dollar amounts in millions) Senior notes
Coupon rate Carrying value Par amount Maturity date Earliest redemption date Interest terms

4.70 % $ 499   $ 500   August 2028 August 2027 4.70 % fixed-to-floating: interest payable semi‑annually during fixed period; converts in Aug. 2027 to compounded SOFR + 1.16 % payable quarterly

On February 4, 2026, we issued $ 500  million of 4.48 % Fixed-to-Floating Senior Notes, maturing on February 9, 2029. These notes are unsecured, with interest payable semi-annually during the fixed-rate period; the earliest redemption date for these notes is February 9, 2028, after which the interest rate changes to an annual floating rate equal to compounded SOFR + 1.06 %, payable quarterly.
Maturities of Long-term Debt
The following schedule presents the carrying value of our long-term debt by maturity for each of the next five years:

(In millions) 2026 2027 2028 2029 2030 Thereafter Total

Subordinated notes $ —   $ —   $ —   $ 466   $ —   $ 503   $ 969  
Senior notes —   —   499   —   —   —   499  
Finance lease obligations —   —   —   —   —   4   4  
Total $ —   $ —   $ 499   $ 466   $ —   $ 507   $ 1,472  

14.     SHAREHOLDERS’ EQUITY
Preferred Stock
Our preferred stock is listed on the National Association of Securities Dealers Automated Quotations (“NASDAQ”) Global Select Market under the ticker symbol “ZIONP.” We have 4.4 million authorized shares of preferred stock, without par value, each carrying a liquidation preference of $ 1,000 per share, or $ 25 per depositary share. All preferred shares have been issued in the form of depositary shares, with each depositary share representing a 1/40 th interest in a share of preferred stock. All outstanding preferred shares are registered with the Securities and Exchange Commission (“SEC”).
Preferred shareholders generally have priority over common shareholders with respect to asset distributions; however, their voting rights are limited. Preferred dividends, which reduce earnings applicable to common
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shareholders, are payable on the 15th day of the months indicated in the accompanying schedule, subject to approval by our Board of Directors.
The preferred shares are redeemable at our option after the expiration of any applicable redemption restrictions. The redemption price equals the per-share liquidation preference plus any declared but unpaid dividends. Any redemption is subject to applicable regulatory requirements, including the requirement to remain well capitalized.
The following schedule presents the components of our preferred stock:

(Dollar amounts in millions) Carrying value at
December 31, Shares at
December 31, 2025 Dividends payable Earliest
redemption date
2025 2024 Authorized Outstanding Rate

Series A $ 66   $ 66   140,000   66,139   > of 4.0 % or
3M Term SOFR + 0.78 %
Qtrly Mar, Jun, Sep, Dec Dec 15, 2011

At December 31, 2025, 66,139 shares of Series A preferred stock were outstanding. In December 2024, we completed the full redemption of all outstanding shares of Series G, I, and J preferred stock. The redemption resulted in a one-time reduction to net earnings applicable to common shareholders of approximately $ 6 million, reflecting the recognition of previously capitalized preferred stock issuance costs.
Common Stock
Our common stock is listed on the NASDAQ Global Select Market under the ticker symbol “ZION.” At December 31, 2025, we had 147.7  million shares of common stock outstanding, each with a par value of $ 0.001 . The combined balance of common stock and additional paid-in-capital totaled $ 1.7 billion at December 31, 2025, representing a decrease of $ 11 million, or 1 % , from the prior year.
We publicly announced share repurchase plans in February of both 2025 and 2024, authorizing up to $ 40  million and $ 35  million, respectively. In each year, all repurchases were completed in the first quarter, and any additional repurchases were limited to shares acquired solely under our stock compensation plan.
The following schedule summarizes our share repurchases for the periods presented:

Period Shares purchased as part of publicly announced plans Shares purchased as part of stock compensation plan Total number of shares purchased Average price paid per share Amount paid
(in millions)

2025 747,268   25,976   773,244   $ 53.63   $ 41  
2024 890,167   10,558   900,725   $ 39.53   $ 36  

In January 2026, we publicly announced a plan to repurchase up to $ 75  million of common shares outstanding during the first quarter of 2026.
Accumulated Other Comprehensive Income
At December 31, 2025, the AOCI balance reflected a net loss of $ 1.9 billion, primarily attributable to a decline in the fair value of fixed-rate AFS securities driven by changes in interest rates. This amount includes $ 1.6  billion ( $ 1.2  billion after tax) of unrealized losses associated with securities previously transferred from AFS to HTM. Compared with December 31, 2024, AOCI improved $ 439 million.
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The following schedule presents the changes in AOCI:

(In millions)
Net unrealized gains (losses) on investment securities Net unrealized gains (losses) on derivatives and other Pension and post-retirement Total
2025
Balance at December 31, 2024 $ ( 2,301 ) $ ( 78 ) $ ( 1 ) $ ( 2,380 )
Other comprehensive income before reclassifications, net of tax
203   6   —   209  
Amounts reclassified from AOCI, net of tax 181   49   —   230  

Other comprehensive income 384   55   —   439  
Balance at December 31, 2025 $ ( 1,917 ) $ ( 23 ) $ ( 1 ) $ ( 1,941 )
Income tax expense included in other comprehensive income
$ 125   $ 18   $ —   $ 143  
2024
Balance at December 31, 2023 $ ( 2,526 ) $ ( 165 ) $ ( 1 ) $ ( 2,692 )
Other comprehensive income (loss) before reclassifications, net of tax
31   ( 2 ) —   29  
Amounts reclassified from AOCI, net of tax 194   89   —   283  

Other comprehensive income 225   87   —   312  
Balance at December 31, 2024 $ ( 2,301 ) $ ( 78 ) $ ( 1 ) $ ( 2,380 )
Income tax expense included in other comprehensive income
$ 74   $ 28   $ —   $ 102  

(In millions) Amounts reclassified from AOCI
Affected line item
 on statement of income
AOCI components 2025 2024 2023

Net unrealized losses on investment securities $ ( 240 ) $ ( 257 ) $ ( 276 ) Securities gains (losses), net
Less: Income tax benefit ( 59 ) ( 63 ) ( 68 )
$ ( 181 ) $ ( 194 ) $ ( 208 )
Net unrealized losses on derivative instruments
$ ( 65 ) $ ( 118 ) $ ( 165 ) Interest and fees on loans; Interest on short- and long-term borrowings
Less: Income tax benefit ( 16 ) ( 29 ) ( 41 )
$ ( 49 ) $ ( 89 ) $ ( 124 )

Deferred Compensation
Deferred compensation consists of invested assets—including shares of our common stock—held in rabbi trusts for certain employees and directors. The fair value of our common stock held in the trusts was approximately $ 24 million and $ 19 million at December 31, 2025 and 2024, respectively. We consolidate the assets and liabilities of the rabbi trusts and include them in “Other assets” and “Other liabilities” on the consolidated balance sheet. At December 31, 2025 and 2024, trust assets totaled approximately $ 154 million and $ 149 million , and trust liabilities totaled approximately $ 178 million and $ 168 million, respectively.

15.     REGULATORY MATTERS
We are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet these requirements can initiate certain mandatory, and possibly additional discretionary, regulatory actions that could materially impact our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must maintain specific quantitative measures of capital relative to our assets, liabilities, and certain off-balance sheet exposures, as calculated under regulatory accounting standards. These measures include minimum amounts and ratios for common equity Tier 1 (“CET1”) to risk-weighted assets, Tier 1 capital, total capital, and Tier 1 capital to average assets (Tier 1 leverage ratio). At December 31, 2025 and 2024, we met all capital requirements under the Basel III capital rules.
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Regulatory capital guidelines also establish “well-capitalized” thresholds as benchmarks for evaluating capital strength. At December 31, 2025 and 2024, all of our capital amounts and ratios exceeded the well-capitalized levels under the prompt corrective action framework.
Dividends declared by us may not exceed specified regulatory criteria unless otherwise approved by our regulators. In determining dividend levels, we consider current and historical earnings, retained earnings, and applicable risk-based and other regulatory capital requirements and limitations.
Our internal stress tests are designed to comprehensively evaluate the risks to which we are exposed, the potential losses under adverse scenarios, and the resulting impact on our capital levels. These stress tests subject our balance sheet and other risk characteristics to rigorous analysis using internal models.
The following schedule presents our capital amounts and ratios and the minimum requirements to be well capitalized under Basel III at December 31, 2025 and 2024:

December 31, 2025 Minimum requirement to be “well capitalized”

(Dollar amounts in millions) Amount Ratio Amount Ratio
Basel III regulatory capital amounts and ratios

Common equity tier 1 capital (to risk-weighted assets) $ 7,936   11.5   % $ 4,494   6.5   %
Tier 1 risk-based capital (to risk-weighted assets) 8,003   11.6   5,531   8.0  
Total risk-based capital (to risk-weighted assets) 9,510   13.8   6,914   10.0  
Tier 1 leverage ratio 8,003   9.0   4,451   5.0  

December 31, 2024 Minimum requirement to be “well capitalized”

(Dollar amounts in millions) Amount Ratio Amount Ratio
Basel III regulatory capital amounts and ratios

Common equity tier 1 capital (to risk-weighted assets) $ 7,363   10.9   % $ 4,400   6.5   %
Tier 1 risk-based capital (to risk-weighted assets) 7,430   11.0   5,415   8.0  
Total risk-based capital (to risk-weighted assets) 9,026   13.3   6,769   10.0  
Tier 1 leverage ratio 7,430   8.3   4,454   5.0  

The Basel III capital rules require us to maintain certain minimum capital ratios, as well as a 2.5% “capital conservation buffer,” designed to absorb losses during periods of economic stress. This buffer is composed entirely of CET1. The following schedule presents the minimum capital ratios and capital conservation buffer requirements, compared with our capital ratios at December 31, 2025:

December 31, 2025
Minimum capital requirement Capital conservation buffer Minimum capital ratio requirement with capital conservation buffer Current capital
ratio

CET1 to risk-weighted assets 4.5 % 2.5 % 7.0 % 11.5 %
Tier 1 risk-based capital (i.e., CET1 plus additional Tier 1 capital) to risk-weighted assets
6.0 % 2.5 % 8.5 % 11.6 %
Total risk-based capital (i.e., Tier 1 capital plus Tier 2 capital) to risk-weighted assets
8.0 % 2.5 % 10.5 % 13.8 %
Tier 1 leverage ratio
(i.e., Tier 1 risk-based capital) to average consolidated assets 4.0 % N/A 4.0 % 9.0 %

Financial institutions with a CET1 to risk-weighted assets ratio above the minimum, but below the capital conservation buffer, face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. Our internal triggers and limits, both under actual conditions and baseline projections, are more stringent than the capital conservation buffer requirements.
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16.     COMMITMENTS, GUARANTEES, CONTINGENT LIABILITIES, AND RELATED PARTIES
Commitments and Guarantees
We utilize various financial instruments, including loan commitments, commercial letters of credit, and standby letters of credit, to support our customers’ financing needs. These instruments expose us to varying degrees of credit, liquidity, and interest rate risk that are not fully reflected on the consolidated balance sheet. The associated credit risk is evaluated and recorded as a reserve for unfunded lending commitments, which is presented separately on the consolidated balance sheet.
The following schedule presents the contractual amounts related to off-balance sheet financial instruments used to support our customers’ financing needs:

December 31,
(In millions) 2025 2024

Unfunded lending commitments 1
$ 29,286   $ 28,767  
Standby letters of credit:
Financial 643   574  
Performance 288   262  
Commercial letters of credit 27   15  

Total unfunded commitments $ 30,244   $ 29,618  

1 Net of participations.
Loan commitments are agreements to extend credit to customers subject to specified conditions. These commitments generally have fixed expiration dates or other termination provisions and may require the payment of a fee. The amount of collateral obtained, if deemed necessary at the time the credit is extended, is based on our initial credit evaluation of the counterparty. Collateral types vary and may include accounts receivable, inventory, property, plant and equipment, and income-producing properties.
While loan commitments exposes us to credit risk, a significant portion is expected to expire without being drawn. At December 31, 2025, we had $ 8.2 billion of commitments scheduled to expire in 2026. We apply the same credit policies and procedures to loan commitments and other off-balance sheet obligations as we do to on-balance sheet instruments, including credit approvals, limits, and ongoing monitoring.
We issue standby and commercial letters of credit as conditional commitments to guarantee a customer's performance to a third party. These guarantees primarily support public and private borrowing arrangements, such as commercial paper programs, bond financing, and similar transactions. At December 31, 2025, standby letters of credit totaled $ 931 million, all of which are scheduled to expire in 2026. The credit risk associated with issuing letters of credit is comparable to that of extending loans to customers, and we typically hold marketable securities and cash equivalents as collateral.
Certain mortgage loans sold include limited recourse provisions for periods ranging from three months to one year . Losses arising from the exercise of these provisions have not been significant.
Legal Matters
We are involved in various legal proceedings or governmental inquiries, which may include litigation in court, arbitration, investigations, examinations, and other actions initiated or considered by governmental and self-regulatory agencies. These matters may relate to lending, deposit, and other customer relationships; supplier and contractual issues; employee matters; intellectual property disputes; personal injury and other tort claims; and regulatory or legal compliance issues. While many of these matters involve individual claims, we are also subject to putative class action claims and other broader claims.
Governmental and self-regulatory proceedings, investigations, examinations, and related actions may concern our banking, investment advisory, trust, securities, and other products and services; our customers’ involvement in money laundering, fraud, securities violations, and other illicit activities; or our policies and practices regarding
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such customer activities. They may also involve our compliance with the wide range of applicable banking, securities, and other laws and regulations. At any given time, we may be responding to subpoenas and requests for documents, data, or testimony and engaging in discussions to address or resolve these matters.
At December 31, 2025, we were subject to the following significant litigation:
• Two civil cases, Lifescan Inc. and Johnson & Johnson Health Care Services v. Jeffrey C. Smith, et. al. , brought against us in the United States District Court for the District of New Jersey in December 2017, and Roche Diagnostics and Roche Diabetes Care Inc. v. Jeffrey C. Smith, et. al. , brought against us in the United States District Court for the District of New Jersey in March 2019. In these cases, certain manufacturers and distributors of medical products seek to hold us liable for allegedly fraudulent practices of a borrower of the Bank who filed for bankruptcy protection in 2017. Discovery is substantially complete for most parties. However, final rulings on certain dispositive motions remain outstanding, and other dispositive motions have yet to be filed or ruled upon. Both cases have been set for trial in April 2027.
Based on our current knowledge, we believe that the estimated liabilities for litigation and other legal actions and claims, as reflected in our accruals and determined in accordance with applicable accounting guidance, are adequate. We also currently believe that any liabilities in excess of the amounts accrued, if any, arising from litigation and other legal actions and claims for which a loss is estimable, would not have a significant impact on our financial condition, results of operations, or cash flows. However, given the substantial uncertainties inherent in these matters—and the potentially significant or indeterminate damages sought in some cases—an unfavorable outcome could affect our financial condition, results of operations, or cash flows in a particular reporting period.
The process of estimating and assessing potential outcomes associated with litigation, arbitration, governmental or self-regulatory examinations, investigations, or similar matters is inherently uncertain and requires significant judgment. This uncertainty is especially pronounced in the early stages of a legal matter, when legal issues and relevant facts have not yet been fully developed, analyzed, or tested through discovery, trial or hearing preparation, substantive mediation or settlement discussions, or other procedural milestones. It is also especially relevant for class actions or other multi-party claims; matters involving complex procedural or substantive issues or novel legal theories; and examinations, investigations, or other actions initiated by governmental and self-regulatory agencies, where traditional adjudicative processes may not apply.
As a result, we are often unable to determine whether the likelihood of a favorable or unfavorable outcome is remote, reasonably likely, or probable—or to estimate the amount or range of a probable or reasonably possible loss—until relatively late in the life cycle of a legal matter, and in some cases not until a several years have passed. Our assessments relating to these currently inestimable claims will evolve as developments occur, and actual outcomes may significantly differ from our estimates over time.
Related Party Transactions
We have no related party transactions requiring disclosure under applicable accounting guidance. In the ordinary course of business, we extend credit to related parties, including executive officers, directors, principal shareholders, and their associates and related interests. These related party loans are made in compliance with applicable banking regulations.

17.     REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue from contracts with customers, including noninterest income within the scope of the applicable accounting guidance, is recognized when control of the promised goods or services is transferred to the customer. Revenue is measured at an amount that reflects the consideration we expect to be entitled in exchange for those goods or services. Incremental costs of obtaining a contract are expensed as incurred when the related amortization period is one year or less.
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For performance obligations satisfied over time, when we have a right to consideration from a customer that directly corresponds with the value of services provided to date, revenue is generally recognized based on the amount we are entitled to invoice. We typically do not disclose information regarding remaining performance obligations when such obligations have an original expected duration of one year or less, or when revenue is recognized based on the invoiced amount.
The following describes our revenue from contracts with customers:
Commercial Account Fees
Commercial account fee income primarily includes account analysis fees, merchant services fees, and payroll services income. Revenue is recognized as services are performed or upon their completion.
Card Fees
Card fee income primarily includes interchange fees from credit and debit card transactions, net fees from merchant card processing, and automated teller machine (“ATM”) service fees. Revenue from card fees is recognized as earned.
Retail and Business Banking Fees
Retail and business banking fees relate to deposit account services provided to customers. These fees primarily include insufficient funds fees, noncustomer ATM charges, and various other deposit account-related fees. Service charges on deposit accounts include fees earned in lieu of compensating balances, as well as fees for cash management and other deposit-related services. Service charge revenue is recognized over the period in which the related services are provided. Treasury management fees are billed monthly based on services rendered during the month.
Capital Markets Fees and Income
Capital markets fees and income primarily include fees from municipal advisory services, securities underwriting, and investment banking advisory services. Revenue is recognized either as the related services are provided or upon completion of the engagement. Income related to loan syndications, loan sales, and derivative instruments (including client interest rate swaps and foreign currency transactions) is accounted for under separate accounting guidance. For more information on loan and derivative income recognition, see Notes 6 and 7, respectively.
Wealth Management Fees
Wealth management fees primarily consist of commissions and other portfolio and advisory service fees. Revenue is recognized as services are rendered or upon completion. Financial planning, fiduciary, and estate services may involve performance obligations extending beyond 12 months; however, the amount of related future obligations is not significant.
Other Customer-related Fees
Other customer-related fees generally include income sources such as compliance and support services to pharmacies and healthcare providers, corporate trust fees, advisory and referral fees, and fees for claims and inventory management services provided to certain customers. Revenue is recognized as services are performed or upon completion.
Disaggregation of Revenue
The following schedule presents revenue from contracts with customers disaggregated by operating segment and reconciles those amounts to total noninterest income. Customer-related noninterest income from other sources represents revenue earned from customers that falls outside the scope of the applicable accounting guidance for revenue from contracts with customers.
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Zions Bank CB&T Amegy
(In millions) 2025 2024 2023 2025 2024 2023 2025 2024 2023

Commercial account fees
$ 60   $ 57   $ 55   $ 32   $ 31   $ 32   $ 61   $ 59   $ 56  
Card fees 1
49   50   52   18   19   21   29   31   31  
Retail and business banking fees
21   19   19   13   11   11   16   14   14  

Capital markets fees and income 2
1   1   —   2   1   —   9   3   —  
Wealth management fees 16   21   23   6   4   4   18   18   17  
Other customer-related fees 8   9   8   10   8   7   5   6   7  
Total noninterest income from contracts with customers
155   157   157   81   74   75   138   131   125  
Customer-related noninterest income from other sources
33   24   24   38   39   35   39   34   37  
Total customer-related noninterest income
188   181   181   119   113   110   177   165   162  
Noncustomer-related noninterest income
2   6   11   7   8   6   12   10   22  
Total noninterest income
$ 190   $ 187   $ 192   $ 126   $ 121   $ 116   $ 189   $ 175   $ 184  

NBAZ NSB Vectra
(In millions) 2025 2024 2023 2025 2024 2023 2025 2024 2023

Commercial account fees
$ 10   $ 11   $ 10   $ 12   $ 13   $ 12   $ 7   $ 7   $ 7  
Card fees 1
16   15   15   16   16   16   9   10   9  
Retail and business banking fees
9   9   8   11   10   10   4   3   4  

Capital markets fees and income 2
—   —   —   —   —   —   —   —   —  
Wealth management fees 4   3   3   7   6   5   2   2   1  
Other customer-related fees 1   1   1   —   1   1   6   5   4  
Total noninterest income from contracts with customers
40   39   37   46   46   44   28   27   25  
Customer-related noninterest income from other sources
5   4   2   5   2   1   5   2   3  
Total customer-related noninterest income
45   43   39   51   48   45   33   29   28  
Noncustomer-related noninterest income
( 1 ) —   1   1   4   —   3   —   —  
Total noninterest income
$ 44   $ 43   $ 40   $ 52   $ 52   $ 45   $ 36   $ 29   $ 28  

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TCBW Other Consolidated Bank
(In millions) 2025 2024 2023 2025 2024 2023 2025 2024 2023

Commercial account fees
$ 2   $ 2   $ 2   $ 1   $ 2   $ —   $ 185   $ 182   $ 174  
Card fees 1
2   2   2   —   1   —   139   144   146  
Retail and business banking fees
—   1   —   —   —   —   74   67   66  

Capital markets fees and income 2
—   —   —   7   6   4   19   11   4  
Wealth management fees —   —   1   1   —   ( 1 ) 54   54   53  
Other customer-related fees 2   1   1   26   24   31   58   55   60  
Total noninterest income from contracts with customers
6   6   6   35   33   34   529   513   503  
Customer-related noninterest income from other sources
2   2   1   6   19   14   133   126   113  
Total customer-related noninterest income
8   8   7   41   52   48   662   639   616  
Noncustomer-related noninterest income
—   —   —   72   33   17   96   61   61  
Total noninterest income
$ 8   $ 8   $ 7   $ 113   $ 85   $ 65   $ 758   $ 700   $ 677  

1 Card fees exclude costs associated with reward programs that are netted against interchange fees, as these costs fall outside the scope of the applicable accounting guidance for revenue from contracts with customers.
2 Capital markets fees and income exclude revenue related to real estate capital markets, swaps, loan syndications, foreign exchange activities, and the net CVA, as these items are not within the scope of applicable accounting guidance for revenue from contracts with customers.
Revenue from contracts with customers did not result in significant contract assets or contract liabilities. Contract receivables are included in “Other assets” on the consolidated balance sheet. Although payment terms vary based on the nature of the services provided, the interval between satisfying performance obligations and receiving payment is generally short and not considered significant.

18.     RETIREMENT PLANS
Defined Contribution Plan
We offer a 401(k) and employee stock ownership plan that allows employees to select from a variety of investment options. Employees may contribute up to 80 % of their earnings, subject to the annual Internal Revenue Service (“IRS”) contribution limits. We match 100 % of the first 3 % of employee contributions and 50 % of the next 3 %. Matching contributions totaled $ 35 million in each of 2025, 2024, and 2023.
The 401(k) plan also includes a discretionary, noncontributory profit-sharing component that may range from 0 % to 3.5 % of eligible compensation, based on our performance in accordance with a formula approved annually by the Board. Profit-sharing expense totaled $ 17 million, $ 14 million, and $ 16 million for 2025, 2024, and 2023, respectively. Profit-sharing contributions to participants were made in the form of shares of our common stock purchased in the open market.
Defined Benefit Plans
Supplemental Retirement Plans — These unfunded, nonqualified plans cover certain current and former employees. Each year, we make contributions to the plans in amounts sufficient to satisfy benefit payments due to participants. Our liability for these plans was approximately $ 8 million and $ 9 million at December 31, 2025 and 2024, respectively.
Post-retirement Plan — This unfunded health care and life insurance plan provides post-retirement benefits to certain former full-time employees who meet specified age and service requirements. Our contribution toward retiree medical premiums has been permanently capped at a fixed amount that will not increase in future years. Annual contributions are made in amounts sufficient to cover the portion of premiums for which we are responsible. Our liability for this plan was less than $ 1  million at both December 31, 2025 and 2024. The liabilities associated with supplemental retirement and post-retirement benefits are included in “Other liabilities” on the consolidated balance sheet.
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19.     SHARE-BASED COMPENSATION
We maintain a share-based compensation incentive plan that authorizes the granting of stock options, restricted stock, restricted stock units (“RSUs”), and other equity-based awards to employees and nonemployee directors. At December 31, 2025, a total of 7,100,000 shares were authorized under the plan, with 3,729,002 shares available for future grants.
All share-based payments to employees, including stock option grants, are recognized as compensation expense based on their grant date fair values and reflect any associated service or performance vesting requirements. The fair value of an equity award is estimated on the grant date using an appropriate valuation model, which incorporates post-vesting restrictions, but excludes service or performance vesting conditions.
All share-based awards are classified as equity instruments. Compensation expense is included in “Salaries and employee benefits” on the consolidated statement of income, with the corresponding equity effect included in shareholders’ equity. Forfeitures of share-based awards are recognized as they occur. Substantially all share-based awards—including stock options, restricted stock, and RSUs—feature graded vesting, which is recognized on a straight-line basis over the applicable vesting period.
The following schedule presents compensation expense and the related tax benefit for all share-based awards:

(In millions) 2025 2024 2023

Compensation expense $ 35   $ 31   $ 33  
Reduction of income tax expense 10   7   9  

At December 31, 2025, the unrecognized compensation expense related to nonvested share-based awards was approximately $ 43 million. This amount is expected to be recognized over a weighted average period of 2.7 years.
Stock Options
Stock options granted to employees generally vest one-third per year and expire seven years after the grant date. No stock options were granted in 2025 or 2024 following management's changes to incentive compensation programs. For stock options granted in 2023, the Black-Scholes option pricing model was used to estimate the grant date fair value for purposes of determining compensation expense.
The following schedule presents the weighted average grant date fair value and the significant assumptions used in the Black-Scholes model for these options:

2025 2024 2023

Weighted average value for options granted $ —   $ —   $ 11.23  
Weighted average assumptions used:
Expected dividend yield —   % —   % 3.0   %
Expected volatility —   % —   % 27.0   %
Risk-free interest rate —   % —   % 4.00   %
Expected life (in years) 0.0 0.0 4.5

The assumptions for expected dividend yield, expected volatility, and expected life reflect management’s judgment and incorporate historical experience. Expected volatility is based in part on historical volatility. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the grant date, matched to the expected life of the option.
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The following schedule presents our stock option activity for the three years ended December 31, 2025:

Number of shares Weighted average exercise price

Balance at December 31, 2022 1,262,366   $ 50.75  
Granted 291,005   52.90  
Exercised ( 95,207 ) 29.67  
Expired ( 27,948 ) 35.41  
Forfeited ( 9,838 ) 57.07  
Balance at December 31, 2023 1,420,378   52.83  

Exercised ( 191,602 ) 50.05  
Expired ( 103,008 ) 46.84  
Forfeited ( 2,112 ) 56.94  
Balance at December 31, 2024 1,123,656   53.85  

Exercised ( 127,836 ) 50.21  
Expired ( 41,339 ) 56.94  
Forfeited ( 2,097 ) 52.90  
Balance at December 31, 2025 952,384   54.20  
Outstanding stock options exercisable as of:
December 31, 2025 859,825   54.34  
December 31, 2024 869,716   52.61  
December 31, 2023 891,884   50.36  

We issue new authorized common shares upon the exercise of stock options. The total intrinsic value of stock options exercised was approximately $ 1 million in 2025, and $ 2 million in both 2024 and 2023. Cash received from the exercise of stock options totaled $ 5 million in 2025, $ 9 million in 2024, and $ 2 million in 2023.
The following schedule presents additional selected information on stock options at December 31, 2025 :

Outstanding stock options Exercisable stock options
 Exercise price range  Number of shares Weighted average exercise price Weighted average remaining contractual life (years)  Number of shares Weighted average exercise price

$ 4.15 to $ 19.99
5,223   $ 6.41   1
0 5,223   $ 6.41  

$ 40.00 to $ 44.99
1,974   43.07   0.4 1,974   43.07  
$ 45 .00 to $ 49.99
384,929   47.35   1.6 384,929   47.35  
$ 50.00 to $ 59.99
371,584   52.37   2.8 279,025   52.20  
$ 60.00 to $ 73.22
188,674   73.22   3.0 188,674   73.22  

952,384   54.20   1
2.4 859,825   54.34  

1 The weighted average remaining contractual life excludes 5,223 stock options without a fixed expiration date that were assumed in the Amegy acquisition. These options expire one year after the employee's termination date, subject to certain conditions.
The aggregate intrinsic value of outstanding stock options was $ 7 million at December 31, 2025, compared with $ 4 million at December 31, 2024. The aggregate intrinsic value of exercisable options was $ 6 million and $ 4  million at those same respective dates. For exercisable options, the weighted average remaining contractual life was 2.2 years at December 31, 2025, and 2.6 years at December 31, 2024, excluding the stock options previously noted that do not have a fixed expiration date. At December 31, 2025, there were 92,559 unvested stock options outstanding, with a weighted average exercise price of $ 52.90 , a weighted average remaining contractual life of 3.9 years, and an aggregate intrinsic value of $ 522 thousand .
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Restricted Stock and Restricted Stock Units
Restricted stock represents common shares that are subject to trading restrictions and potential forfeiture. These awards typically vest over a four-year period. Holders of restricted stock have full voting rights and receive dividend equivalents during the vesting period. Additionally, holders may elect to be taxed on the grant date rather than at vesting.
RSUs represent the right to receive one share of common stock per unit and generally vest over a four-year period. Holders of RSUs receive dividend equivalents during the vesting period, but do not possess voting rights. Compensation expense is determined based on the number of restricted shares or RSUs granted and the market price of our common stock on the grant date. During 2025, 2024, and 2023, we granted 25,101 , 25,866 , and 39,771 RSUs, respectively, to nonemployee directors. These RSUs vested immediately upon grant.
The following schedule presents our restricted stock activity for the three years ended December 31, 2025:

Number of shares Weighted average fair value

Nonvested restricted shares at December 31, 2022 60,749   $ 48.31  

Vested ( 24,978 ) 46.31  

Nonvested restricted shares at December 31, 2023 35,771   49.71  
Issued 49,019   41.24  
Vested ( 18,731 ) 47.48  

Nonvested restricted shares at December 31, 2024 66,059   44.06  

Vested ( 24,034 ) 44.83  

Nonvested restricted shares at December 31, 2025 42,025   43.61  

The following schedule presents our RSU activity for the three years ended December 31, 2025:

Number of restricted stock units Weighted average fair value

Restricted stock units at December 31, 2022 1,169,093   $ 53.62  
Granted 727,019   48.85  
Vested ( 522,163 ) 48.71  
Forfeited ( 44,004 ) 56.19  
Restricted stock units at December 31, 2023 1,329,945   52.88  
Granted 872,274   39.53  
Vested ( 544,095 ) 50.55  
Forfeited ( 34,621 ) 48.78  
Restricted stock units at December 31, 2024 1,623,503   46.57  
Granted 934,597   48.74  
Vested ( 616,219 ) 48.49  
Forfeited ( 61,391 ) 49.21  
Restricted stock units at December 31, 2025 1,880,490   46.93  

The total grant date value of restricted stock and RSUs that vested during the year was $ 31 million in 2025, $ 28  million in 2024, and $ 27 million in 2023. At December 31, 2025, 42,025 shares of restricted stock and 1,221,369 RSUs were expected to vest according to their respective schedules, with aggregate intrinsic values of $ 2 million and $ 71 million , respectively.
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20.     INCOME TAXES
Income Tax Expense and Effective Tax Rates
The following schedule presents the primary components of income tax expense:

(In millions) 2025 2024 2023
Federal:
Current $ 182   $ 194   $ 168  
Deferred 23   ( 9 ) —  
Total federal 205   185   168  
State:
Current 47   41   47  
Deferred 24   2   ( 9 )
Total state 71   43   38  
Total income tax expense $ 276   $ 228   $ 206  

The following schedule presents a reconciliation of income tax expense and the effective tax rate:

2025 2024 2023
(In millions) Income tax expense Effective tax rate Income tax expense Effective tax rate Income tax expense Effective tax rate

U.S. federal statutory income tax $ 247   21.0   % $ 213   21.0   % $ 186   21.0   %
State and local income taxes, net of federal income tax effects 1
57   4.9   39   3.9   29   3.3  

Tax credits:
Low-income housing tax credit investments 2
( 9 ) ( 0.8 ) ( 9 ) ( 0.9 ) ( 6 ) ( 0.6 )
Other tax credits ( 2 ) ( 0.2 ) ( 1 ) ( 0.1 ) ( 2 ) ( 0.3 )

Nontaxable or nondeductible items:
Disallowed interest expense 10   0.9   14   1.4   11   1.2  
Tax-exempt interest ( 37 ) ( 3.2 ) ( 35 ) ( 3.5 ) ( 32 ) ( 3.5 )
Nondeductible FDIC premium expense 14   1.2   15   1.5   15   1.7  
Other nontaxable or nondeductible Items ( 4 ) ( 0.3 ) ( 3 ) ( 0.3 ) ( 4 ) ( 0.5 )
Changes in unrecognized tax benefits ( 2 ) ( 0.2 ) ( 8 ) ( 0.8 ) 4   0.5  
Other adjustments 2   0.2   3   0.3   5   0.5  
Total $ 276   23.5   % $ 228   22.5   % $ 206   23.3   %

1 State taxes in California and Utah accounted for the majority of the tax effect within this category.
2 Low-income housing credits are presented net of related amortization.
The effective tax rates for the periods presented above were primarily increased by the nondeductibility of certain Federal Deposit Insurance Corporation (“FDIC”) premiums, disallowed interest expense, and other adjustments. While FDIC insurance premiums are not deductible for tax purposes, FDIC special assessments are tax deductible. Conversely, the effective tax rates were primarily reduced by nontaxable municipal interest income and various tax credits.
Investments in technology initiatives, low-income housing, and municipal securities during 2025, 2024, and 2023, generated tax credits and nontaxable income, contributing to lower effective tax rates in each year. In addition, the 2025 and 2024 effective tax rates benefited from a reduction in the reserve for uncertain tax positions associated with technology initiative credits as certain statutes of limitations expired.
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Income Tax Payments by Jurisdiction
The following schedule presents the disaggregated amounts of income taxes paid, net of refunds received, by federal and state jurisdictions:

(In millions) 2025 2024 2023

Federal $ 143   $ 151   $ 204  
State:
California 22   19   20  
Utah 12   8   16  
Other 19   14   15  
Total state 53   41   51  
Total income taxes paid $ 196   $ 192   $ 255  

Deferred Tax Assets and Liabilities
Deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) arise from temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases, based on enacted tax laws and rates. Changes in tax rates that impact DTAs and DTLs are recognized in income during the period in which the enactment occurs. DTAs are recorded only to the extent management believes it more likely than not that they will be realized. Unrecognized tax benefits related to uncertain tax positions primarily pertain to tax credits generated from technology initiatives.
The net DTA or DTL is included in “Other assets” or “Other liabilities,” respectively, on the consolidated balance sheet, respectively. The following schedule presents the tax effects of temporary differences that give rise to significant components of DTAs and DTLs:

(In millions) December 31,
2025 2024
Gross deferred tax assets:
Book loan loss deduction in excess of tax $ 179   $ 183  

Deferred compensation 90   81  

Investment securities and derivative fair value adjustments 620   775  
Lease liabilities 64   60  
Capitalized costs 9   30  
Other 36   47  
Total deferred tax assets before valuation allowance 998   1,176  
Valuation allowance —   —  
Total deferred tax assets 998   1,176  
Gross deferred tax liabilities:

Premises and equipment, due to differences in depreciation ( 91 ) ( 90 )
Federal Home Loan Bank stock dividends ( 3 ) ( 3 )
Leasing operations ( 40 ) ( 43 )
Prepaid expenses ( 7 ) ( 8 )

Mortgage servicing ( 6 ) ( 6 )

Deferred loan costs ( 38 ) ( 36 )
ROU assets ( 52 ) ( 47 )
Qualified opportunity fund deferred gains ( 26 ) ( 26 )
Equity investments ( 21 ) ( 13 )
Total deferred tax liabilities ( 284 ) ( 272 )
Net deferred tax assets (liabilities) $ 714   $ 904  

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At December 31, 2025 and 2024, we reported a net DTA of $ 714 million and $ 904 million, respectively. The year-over-year decrease was primarily driven by a reduction in unrealized losses within AOCI associated with investment securities and derivative instruments.
Certain fixed-rate AFS investment securities have experienced declines in fair value due to increases in benchmark interest rates, resulting in unrealized losses in the AFS portfolio and a corresponding DTA. The sale of these securities could result in significant realized losses, requiring future earnings to utilize the DTAs. However, as discussed in Note 5, we have both the intent and the ability to hold these securities until their value recovers.
We regularly evaluate DTAs to determine whether a valuation allowance is required, applying the “more-likely-than-not” criterion that such assets will be realized and considering all available positive and negative evidence. This evaluation includes, but is not limited to:
• Future reversals of existing DTLs — These generally reverse in a pattern consistent with DTAs and can be used to realize the DTAs.
• Tax planning strategies — We consider prudent and feasible tax planning strategies that could be implemented to preserve the value of DTAs, if necessary.
• Projected future taxable income — We expect to generate sufficient future taxable income to offset the reversal of remaining net DTAs.
Based on this evaluation, we concluded that no valuation allowance was required at December 31, 2025 or December 31, 2024.
At December 31, 2025, the tax effect of remaining net operating loss and tax credit carryforwards was less than $ 1  million, with expirations through 2039.
Unrecognized tax benefits
We maintain a liability for unrecognized tax benefits related to uncertain tax positions, primarily associated with tax credits generated from technology initiatives. The following schedule presents a roll-forward of gross unrecognized tax benefits:

(In millions) 2025 2024 2023

Balance at beginning of year $ 7   $ 15   $ 13  
Tax positions related to current year:
Additions —   —   2  

Tax positions related to prior years:
Additions —   —   10  

Settlements with taxing authorities —   —   ( 3 )
Lapses in statutes of limitations ( 2 ) ( 8 ) ( 7 )
Balance at end of year $ 5   $ 7   $ 15  

At December 31, 2025 and 2024, our liability for unrecognized tax benefits totaled approximately $ 5 million and $ 7 million, respectively (net of the federal tax benefit on state taxes). If recognized, these amounts would impact the effective tax rate.
Interest and penalties related to unrecognized tax benefits are included in “Income tax expense” on the consolidated statement of income. At December 31, 2025 and 2024, accrued interest and penalties—presented net of any federal and state tax benefits and included in “Other liabilities” on the consolidated balance sheet—totaled approximately $ 1 million in both periods.
We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are no longer subject to income tax examinations for years prior to 2022 for federal and certain state returns.
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21.     NET EARNINGS PER COMMON SHARE
Net earnings per common share are determined based on net earnings applicable to common shareholders, net of preferred stock dividends. Basic net earnings per common share are calculated using the weighted-average number of common shares outstanding during the year. Unvested share-based awards that carry nonforfeitable dividend rights are treated as participating securities and are included in the basic earnings per share calculation.
Diluted net earnings per common share are computed using the weighted-average number of common shares outstanding, including common stock equivalents. Stock options, restricted stock, RSUs, and stock warrants are converted into common stock equivalents using the method—either the treasury stock method or the two-class method—that results in the most dilution. Common stock equivalents that would have an antidilutive effect are excluded from the diluted earnings per share calculation.
The following schedule presents the basic and diluted net earnings per common share, calculated using the weighted-average number of shares outstanding:

(In millions, except shares and per share amounts) 2025 2024 2023
Basic:
Net income $ 899   $ 784   $ 680  
Less common and preferred dividends 267   289   277  
Less impact from redemption of preferred stock —   6   —  
Undistributed earnings 632   489   403  
Less undistributed earnings applicable to nonvested shares 8   5   4  
Undistributed earnings applicable to common shares 624   484   399  
Distributed earnings applicable to common shares 260   245   243  
Total earnings applicable to common shares $ 884   $ 729   $ 642  
Weighted average common shares outstanding (in thousands) 147,115   147,210   147,748  
Net earnings per common share $ 6.01   $ 4.95   $ 4.35  
Diluted:
Total earnings applicable to common shares $ 884   $ 729   $ 642  

Weighted average common shares outstanding (in thousands) 147,115   147,210   147,748  

Dilutive effect of stock options (in thousands) 42   5   8  
Weighted average diluted common shares outstanding (in thousands)
147,157   147,215   147,756  
Net earnings per common share $ 6.01   $ 4.95   $ 4.35  

The following schedule presents the weighted-average stock awards that were antidilutive and therefore excluded from the calculation of diluted earnings per share:

(In thousands) 2025 2024 2023

Restricted stock and restricted stock units 1,819   1,663   1,383  
Stock options 469   1,110   1,409  

22.     OPERATING SEGMENT INFORMATION
We provide a wide range of banking products and related services, primarily in 11 Western states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. Our operations are organized principally through seven separately managed affiliate banks, each operating under its own local brand and management team: Zions Bank, CB&T, Amegy, NBAZ, NSB, Vectra, and TCBW. These affiliate banks constitute our primary operating segments.
Our affiliate model emphasizes local authority and accountability, including locally informed pricing and product customization, to maximize customer satisfaction, strengthen community relationships, and improve profitability and shareholder returns.
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At December 31, 2025, Zions Bank operated 92 branches in Utah, 25 branches in Idaho, and one branch in Wyoming. CB&T operated 77 branches in California. Amegy operated 76 branches in Texas. NBAZ operated 56 branches in Arizona. NSB operated 43 branches in Nevada. Vectra operated 33 branches in Colorado and one branch in New Mexico. TCBW operated two branches in Washington and one branch in Oregon. In 2025, all of the Bank’s assets and revenues were located in or derived from operations within the United States.
In late March 2025, we purchased four FirstBank Coachella Valley, California branches and their associated deposit and loan accounts. In addition to the four branches, the purchase included approximately $ 630  million in deposits and $ 420  million in consumer and commercial loans.
We focus on serving customers in the communities in which we operate. Each operating segment offers a wide range of banking products and related services, delivered digitally or through other traditional channels. These include commercial and small business banking, capital markets and investment banking, commercial real estate lending, retail banking, and wealth management.
The affiliate banks are supported by an enterprise-level segment—referred to as the “Other” segment— which provides governance and risk oversight, capital allocation, and strategic objectives, and includes centralized technology infrastructure, back-office operations, and certain business lines that are not managed through the affiliate structure.
Centrally provided services are allocated to the operating segments based on estimated or actual usage of those services. Capital is allocated according to the risk-weighted assets held by each segment. We utilize an internal funds transfer pricing process to measure segment performance. This methodology is subject to ongoing refinement. Transactions between segments are generally conducted at fair value, with intercompany profits eliminated in consolidation. Total average loans and deposits for the segments include minor intercompany amounts and certain deposits with the “Other” segment.
We evaluate segment performance and allocate resources primarily based on income or loss from operations before income taxes. The accounting policies applied to the operating segments are consistent with those described in the Notes to Consolidated Financial Statements.
The chief operating decision maker (“CODM”) is our Chairman and Chief Executive Officer. The CODM regularly receives certain segment-level information, including net interest income, noninterest income, significant noninterest expenses, and income or loss from operations before income taxes. This information is used to evaluate performance and inform resource allocation decisions for each segment.
The following schedule presents selected operating segment information that is regularly provided to the CODM to evaluate performance and allocate resources:
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(In millions) Zions Bank CB&T Amegy
2025 2024 2023 2025 2024 2023 2025 2024 2023
SELECTED INCOME STATEMENT DATA
Net interest income 1
$ 738   $ 692   $ 698   $ 647   $ 584   $ 602   $ 565   $ 496   $ 457  
Provision for credit losses 14   ( 8 ) 20   53   42   44   8   22   15  
Net interest income after provision for credit losses
724   700   678   594   542   558   557   474   442  
Noninterest income 190   187   192   126   121   116   189   175   184  
Noninterest expense:
Salaries and employee benefits 140   141   142   130   126   126   112   112   107  
Technology, telecom, and information processing 16   14   16   5   5   5   8   8   8  
Occupancy and equipment, net 28   27   27   35   33   34   33   33   28  
Other direct expenses 2
58   71   96   44   42   58   50   56   70  
Indirect/allocated expenses 328   318   301   219   197   188   262   247   240  
Total noninterest expense 570   571   582   433   403   411   465   456   453  
Income (loss) before taxes $ 344   $ 316   $ 288   $ 287   $ 260   $ 263   $ 281   $ 193   $ 173  
SELECTED AVERAGE BALANCE SHEET DATA
Total average loans $ 15,035   $ 14,799   $ 14,296   $ 15,098   $ 14,286   $ 14,128   $ 14,220   $ 13,398   $ 12,851  
Total average deposits 21,151   21,151   20,233   15,334   14,582   14,253   14,777   14,792   13,569  

(In millions) NBAZ NSB Vectra
2025 2024 2023 2025 2024 2023 2025 2024 2023
SELECTED INCOME STATEMENT DATA
Net interest income 1
$ 262   $ 245   $ 249   $ 213   $ 197   $ 192   $ 143   $ 148   $ 151  
Provision for credit losses ( 14 ) 17   4   ( 2 ) ( 11 ) 42   9   3   7  
Net interest income after provision for credit losses
276   228   245   215   208   150   134   145   144  
Noninterest income 44   43   40   52   52   45   36   29   28  
Noninterest expense:
Salaries and employee benefits 53   54   55   44   46   45   40   41   41  
Technology, telecom, and information processing 4   4   4   6   6   5   3   2   3  
Occupancy and equipment, net 10   11   10   11   11   12   12   11   12  
Other direct expenses 2
24   26   29   18   21   27   13   14   18  
Indirect/allocated expenses 104   101   96   95   93   85   69   69   67  
Total noninterest expense 195   196   194   174   177   174   137   137   141  
Income (loss) before taxes $ 125   $ 75   $ 91   $ 93   $ 83   $ 21   $ 33   $ 37   $ 31  
SELECTED AVERAGE BALANCE SHEET DATA
Total average loans $ 5,596   $ 5,683   $ 5,318   $ 3,718   $ 3,555   $ 3,392   $ 3,846   $ 4,063   $ 4,004  
Total average deposits 6,915   6,933   7,008   7,141   7,169   6,964   3,417   3,505   3,482  

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(In millions) TCBW Other Consolidated Bank
2025 2024 2023 2025 2024 2023 2025 2024 2023
SELECTED INCOME STATEMENT DATA
Net interest income 1
$ 71   $ 63   $ 61   $ ( 12 ) $ 5   $ 28   $ 2,627   $ 2,430   $ 2,438  
Provision for credit losses 3   9   2   1   ( 2 ) ( 2 ) 72   72   132  
Net interest income after provision for credit losses
68   54   59   ( 13 ) 7   30   2,555   2,358   2,306  
Noninterest income 8   8   7   113   85   65   758   700   677  
Noninterest expense:
Salaries and employee benefits 13   12   13   818   755   746   1,350   1,287   1,275  
Technology, telecom, and information processing 2   2   2   232   219   197   276   260   240  
Occupancy and equipment, net 3   3   2   34   32   35   166   161   160  
Other direct expenses 2
4   5   7   135   103   117   346   338   422  
Indirect/allocated expenses 14   11   11   ( 1,091 ) ( 1,036 ) ( 988 ) —   —   —  
Total noninterest expense 36   33   35   128   73   107   2,138   2,046   2,097  
Income (loss) before taxes $ 40   $ 29   $ 31   $ ( 28 ) $ 19   $ ( 12 ) $ 1,175   $ 1,012   $ 886  
SELECTED AVERAGE BALANCE SHEET DATA
Total average loans $ 2,005   $ 1,805   $ 1,705   $ 903   $ 958   $ 1,046   $ 60,421   $ 58,547   $ 56,740  
Total average deposits 1,155   1,144   1,196   4,983   5,484   6,161   74,873   74,760   72,866  

1 Interest income is shown net of interest expense consistent with the information regularly provided to the CODM and used to evaluate segment performance.
2 Other direct expenses include professional and legal services, marketing and business development, deposit insurance and regulatory expense, credit-related expense, other real estate expense, and other noninterest expenses.
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23.     QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following schedule presents quarterly financial information for 2025 and 2024:

(In millions, except per share amounts) Fourth Quarter Third Quarter Second Quarter First Quarter

2025
Total interest income $ 1,041   $ 1,064   $ 1,051   $ 1,028  
Net interest income 683   672   648   624  
Provision for credit losses 6   49   ( 1 ) 18  
Noninterest income 208   189   190   171  
Noninterest expense 546   527   527   538  
Income before income taxes 339   285   312   239  
Net income 263   222   244   170  
Preferred stock dividends ( 1 ) ( 1 ) ( 1 ) ( 1 )

Net earnings applicable to common shareholders 262   221   243   169  
Net earnings per common share:
Basic 1.76   1.48   1.63   1.13  
Diluted 1.76   1.48   1.63   1.13  
2024
Total interest income $ 1,062   $ 1,104   $ 1,073   $ 1,054  
Net interest income 627   620   597   586  
Provision for credit losses 41   13   5   13  
Noninterest income 193   172   179   156  
Noninterest expense 509   502   509   526  
Income before income taxes 270   277   262   203  
Net income 216   214   201   153  
Preferred stock dividends ( 10 ) ( 10 ) ( 11 ) ( 10 )
Preferred stock redemption ( 6 ) —   —   —  
Net earnings applicable to common shareholders 200   204   190   143  
Net earnings per common share:
Basic 1.34   1.37   1.28   0.96  
Diluted 1.34   1.37   1.28   0.96  

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

ITEM 9A. CONTROLS AND PROCEDURES
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s report on internal control over financial reporting is included under the caption “Report on Management’s Assessment of Internal Control over Financial Reporting” in Item 8 on page 87. The “Report on Internal Control over Financial Reporting” issued by Ernst & Young LLP is also included in Item 8 on page 88.
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ITEM 9B. OTHER INFORMATION
We have adopted insider trading policies and procedures that govern the purchase, sale, and other dispositions of our securities by directors, officers, and non-executive employees. These policies and procedures are reasonably designed to promote compliance with applicable insider trading laws, rules, and regulations, as well as relevant listing standards.
No director or officer adopted , modified, or terminated a Rule 10b5-1(c) trading arrangement during the year ended December 31, 2025. Our directors and officers participate in certain benefit plans, including our Omnibus Incentive Plan and Payshelter 401(k) and Employee Stock Ownership Plan. From time to time, they may elect to have shares withheld to satisfy tax-withholding obligations or to pay the exercise price of options granted under these plans. Such elections may be intended to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements as defined in Item 408(c) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Incorporated by reference from our Proxy Statement to be subsequently filed.

ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from our Proxy Statement to be subsequently filed.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following schedule presents information regarding the shares of our common stock that may be issued under existing equity compensation plans as of December 31, 2025:

(a) (b) (c)
Plan category 1
Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plan approved by security holders:

Zions Bancorporation, N.A. 2022 Omnibus Incentive Plan
947,161  $ 54.47  3,729,002 

1 Column (a) excludes 42,025 shares of unvested restricted stock and 1,880,490 RSUs, each representing the right to receive one share of common stock. The schedule also excludes 5,223 shares of common stock issuable upon the exercise of stock options, which have a weighted average exercise price of $6.41 and were granted under plans assumed in the Amegy acquisition.
Other information required by Item 12 is incorporated by reference from our Proxy Statement to be subsequently filed.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Incorporated by reference from our Proxy Statement to be subsequently filed.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference from our Proxy Statement to be subsequently filed.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a. (1) Financial statements — The following consolidated financial statements of Zions Bancorporation, N.A. are filed as part of this Form 10-K under Item 8, Financial Statements and Supplementary Data:
Consolidated balance sheets — December 31, 2025 and 2024
Consolidated statements of income — Years ended December 31, 2025, 2024, and 2023
Consolidated statements of comprehensive income — Years ended December 31, 2025, 2024, and 2023
Consolidated statements of changes in shareholders ’ equity — Years ended December 31, 2025, 2024, and 2023
Consolidated statements of cash flows — Years ended December 31, 2025, 2024, and 2023
Notes to consolidated financial statements — December 31, 2025
(2) Financial statement schedules — All financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions; the required information is contained elsewhere in the Form 10-K, or the schedules are inapplicable and have therefore been omitted.
(3) List of Exhibits:

Exhibit Number Description

3.1
Second Amended and Restated Articles of Association of Zions Bancorporation, National Association, incorporated by reference to Exhibit 3.1 of Form 8-K filed on October 2, 2018. *

3.2
Second Amended and Restated Bylaws of Zions Bancorporation, National Association, incorporated by reference to Exhibit 3.2 of Form 8-K filed on April 4, 2019. *

4.1
Description of Securities of Zions Bancorporation, National Association, as of December 31, 2025 (filed herewith).

10.1
Zions Bancorporation 2023-2025 Value Sharing Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2023. *

10.2
Zions Bancorporation 2024-2026 Value Sharing Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2024. *

10.3
Zions Bancorporation 2025-2027 Value Sharing Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2025. *

10.4
Zions Bancorporation Third Restated and Revised Deferred Compensation Plan, incorporated by reference to Exhibit 10.5 of Form 10-K for the year ended December 31, 2018. *

10.5
Zions Bancorporation Fourth Restated Deferred Compensation Plan for Directors, incorporated by reference to Exhibit 10.6 of Form 10-K for the year ended December 31, 2018. *

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Exhibit Number Description

10.6
Amendment to the Zions Bancorporation Fourth Restated Deferred Compensation Plan for Directors, incorporated by reference to Exhibit 10.8 of Form 10-K for the year ended December 31, 2015. *

10.7
Amegy Bancorporation, Inc. Fifth Amended and Restated Non-Employee Directors Deferred Fee Plan (Frozen upon merger with Zions Bancorporation in 2005), incorporated by reference to Exhibit 10.8 of Form 10-K for the year ended December 31, 2018. *

10.8
Zions Bancorporation Executive Management Pension Plan, incorporated by reference to Exhibit 10.8 of Form 10-K for the year ended December 31, 2020. *

10.9
Zions Bancorporation First Restated Excess Benefit Plan, incorporated by reference to Exhibit 10.9 of Form 10-K for the year ended December 31, 2020. *

10.10
Amegy Bancorporation 2004 (formerly Southwest Bancorporation of Texas, Inc.) Omnibus Incentive Plan, incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2015. *

10.11
Trust Agreement establishing the Zions Bancorporation Deferred Compensation Plan Trust by and between Zions Bancorporation and Cigna Bank & Trust Company, FSB effective October 1, 2002, incorporated by reference to Exhibit 10.12 of Form 10-K for the year ended December 31, 2018. *

10.12
Amendment to the Trust Agreement Establishing the Zions Bancorporation Deferred Compensation Plans Trust, effective September 1, 2006, incorporated by reference to Exhibit 10.13 of Form 10-K for the year ended December 31, 2018. *

10.13
Amendment to the Trust Agreement establishing the Zions Bancorporation Deferred Compensation Plan Trust by and between Zions Bancorporation and Cigna Bank & Trust Company, FSB substituting Prudential Bank & Trust, FSB as the trustee, incorporated by reference to Exhibit 10.12 of Form 10-K for the year ended December 31, 2016. *

10.14
Zions Bancorporation Deferred Compensation Plans Master Trust between Zions Bancorporation and Fidelity Management Trust Company, effective September 1, 2006, incorporated by reference to Exhibit 10.15 of Form 10-K for the year ended December 31, 2018. *

10.15
Revised schedule C to Zions Bancorporation Deferred Compensation Plans Master Trust between Zions Bancorporation and Fidelity Management Trust Company, effective September 13, 2006, incorporated by reference to Exhibit 10.16 of Form 10-K for the year ended December 31, 2018. *

10.16
Third Amendment to the Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation for the Deferred Compensation Plans, dated June 13, 2012, incorporated by reference to Exhibit 10.17 of Form 10-K for the year ended December 31, 2017. *

10.17
Fifth Amendment to the Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation for the Deferred Compensation Plans, incorporated by reference to Exhibit 10.18 of Form 10-K for the year ended December 31, 2018. *

10.18
Sixth Amendment to the Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation for the Deferred Compensation Plans, dated August 17, 2015, incorporated by reference to Exhibit 10.18 of Form 10-K for the year ended December 31, 2020. *

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Exhibit Number Description

10.19
Seventh Amendment to the Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation for the Deferred Compensation Plans, effective September 30, 2018, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2018. *

10.20
Ninth Amendment to the Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation for the Deferred Compensation Plans, effective April 1, 2022, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2022. *

10.21
Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, Restated and Amended effective January 1, 2007, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2018. *

10.22
Second Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated December 31, 2018, effective January 1, 2019, incorporated by reference to Exhibit 10.27 of Form 10-K for the year ended December 31, 2018. *

10.23
Third Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated June 27, 2019, effective September 30, 2018, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2019. *

10.24
Fourth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated September 11, 2020, effective January 1, 2020, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2020. *

10.25
Fifth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated September 11, 2020, effective January 1, 2020, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2020. *

10.26
Sixth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated September 11, 2020, effective October 1, 2020, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended September 30, 2020. *

10.27
Seventh Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated December 23, 2020, effective January 1, 2021, incorporated by reference to Exhibit 10.32 of Form 10-K for the year ended December 31, 2020. *

10.28
Eighth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated December 20, 2022, effective January 1, 2023, incorporated by reference to Exhibit 10.30 of Form 10-K for the year ended December 31, 2022. *

10.29
Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, Restated and Amended effective August 23, 2024, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2024. *

10.30
Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.42 of Form 10-K for the year ended December 31, 2020. *

10.31
Form of Restricted Stock Award Agreement subject to holding requirement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.43 of Form 10-K for the year ended December 31, 2020. *

10.32
Form of Standard Restricted Stock Award Agreement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.44 of Form 10-K for the year ended December 31, 2020. *

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Exhibit Number Description

10.33
Form of Standard Restricted Stock Unit Award Agreement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.45 of Form 10-K for the year ended December 31, 2020. *

10.34
Form of Restricted Stock Unit Agreement subject to holding requirement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.46 of Form 10-K for the year ended December 31, 2020. *

10.35
Form of Standard Stock Option Award Agreement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.47 of Form 10-K for the year ended December 31, 2020. *

10.36
Zions Bancorporation 2022 Omnibus Incentive Plan, incorporated by reference to Appendix I of Schedule 14A, dated March 17, 2022. *

10.37
Amendment to the Zions Bancorporation 2022 Omnibus Incentive Plan, incorporated by reference to Appendix I of Schedule 14A, dated March 14, 2024. *

10.38
Form of Standard Restricted Stock Award Agreement, Zions Bancorporation 2022 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.8 of Form 10-Q for the quarter ended June 30, 2022. *

10.39
Form of Restricted Stock Award Agreement subject to holding requirement, Zions Bancorporation 2022 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.9 of Form 10-Q for the quarter ended June 30, 2022. *

10.40
Form of Standard Restricted Stock Unit Award Agreement, Zions Bancorporation 2022 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.10 of Form 10-Q for the quarter ended June 30, 2022. *

10.41
Form of Restricted Stock Unit Award Agreement subject to holding requirement, Zions Bancorporation 2022 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.11 of Form 10-Q for the quarter ended June 30, 2022. *

10.42
Form of Standard Stock Option Award Agreement, Zions Bancorporation 2022 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.12 of Form 10-Q for the quarter ended June 30, 2022). *

10.43
Form of Standard Directors Stock Award Agreement, Zions Bancorporation 2022 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.13 of Form 10-Q for the quarter ended June 30, 2022. *

10.44
Form of Change in Control Agreement between the Bank and Certain Executive Officers, incorporated by reference to Exhibit 10.49 of Form 10-K for the year ended December 31, 2020. *

10.45
Amendment to original form of Change in Control Agreement between the Bank and Certain Executive Officers, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2025. *

10.46
Updated form of Change in Control Agreement between the Bank and Certain Executive Officers, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2025. *

10.47
Retirement and Consulting Agreement between Zions Bancorporation, N.A., and Paul E. Burdiss, dated December 12, 2025 (filed herewith).

19
Insider Trading Policy of Zions Bancorporation, National Association (filed herewith).

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Exhibit Number Description

21
List of Subsidiaries of Zions Bancorporation, National Association (filed herewith).

23
Consent of Independent Registered Public Accounting Firm (filed herewith).

31.1
Certification by Chief Executive Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).

31.2
Certification by Chief Financial Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).

32
Certification by Chief Executive Officer and Chief Financial Officer required by Sections 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and 18 U.S.C. Section 1350 (furnished herewith).

97
Recoupment policy of Zions Bancorporation, National Association (filed herewith).

101 Pursuant to Rules 405 and 406 of Regulation S-T, the following information is formatted in inline XBRL: (i) the Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024, (ii) the Consolidated Statements of Income for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, and (vi) the Notes to Consolidated Financial Statements (filed herewith).

104 The cover page from this Form 10-K, formatted as Inline XBRL.

* Incorporated by reference
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt are not filed. We agree to furnish a copy thereof to the SEC and the OCC upon request.

ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
February 24, 2026    ZIONS BANCORPORATION, NATIONAL ASSOCIATION

By /s/ Harris H. Simmons
HARRIS H. SIMMONS, Chairman
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
February 24, 2026

/s/ Harris H. Simmons /s/ R. Ryan Richards
HARRIS H. SIMMONS, Director, Chairman
and Chief Executive Officer
(Principal Executive Officer) R. RYAN RICHARDS, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)

/s/ Jason D. Arbuckle /s/ Maria Contreras-Sweet
JASON D. ARBUCKLE, Controller
(Principal Accounting Officer) MARIA CONTRERAS-SWEET, Director

/s/ Gary L. Crittenden /s/ Suren K. Gupta
GARY L. CRITTENDEN, Director SUREN K. GUPTA, Director

/s/ Claire A. Huang /s/ Vivian S. Lee
CLAIRE A. HUANG, Director VIVIAN S. LEE, Director

/s/ Scott J. McLean /s/ Edward F. Murphy
SCOTT J. MCLEAN, Director EDWARD F. MURPHY, Director

/s/ Stephen D. Quinn /s/ Aaron B. Skonnard
STEPHEN D. QUINN, Director AARON B. SKONNARD, Director

/s/ Barbara A. Yastine
BARBARA A. YASTINE, Director

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