ATLANTIC UNION BANKSHARES CORPORATION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39325

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)


Virginia	54-1598552
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

4300 Cox Road

Glen Allen, Virginia 23060

(Address of principal executive offices) (Zip Code)

(804) 633-5031

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.33 per share	AUB	The New York Stock Exchange
Depositary Shares, Each Representing a 1/400^th Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A	AUB.PRA	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐
		Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


	Yes ☐ No ☒

The number of shares of common stock outstanding as of April 30, 2025 was 142,468,488.

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION

FORM 10-Q

INDEX


ITEM		PAGE

	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024 (audited)	2

	Consolidated Statements of Income (unaudited) for the three months ended March 31, 2025 and 2024	3

	Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three months ended March 31, 2025 and 2024	4

	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three months ended March 31, 2025 and 2024	5

	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2025 and 2024	6

	Notes to Consolidated Financial Statements (unaudited)	8

	Report of Independent Registered Public Accounting Firm	45

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	74

Item 4.	Controls and Procedures	76

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	77

Item 1A.	Risk Factors	78

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	78

Item 5.	Other Information	78

Item 6.	Exhibits	79

	Signatures	80

Table of Contents

Glossary of Acronyms and Defined Terms

In this Quarterly Report on Form 10-Q, except as otherwise indicated or the context suggests otherwise, references to the “Company” refers to Atlantic Union Bankshares Corporation, a Virginia corporation, and the terms “we”, “us” and “our” refer to the Company and its direct and indirect subsidiaries, including Atlantic Union Bank, which we refer to as the “Bank.” The “Federal Reserve” refers to the Board of Governor of the Federal Reserve System, our primary federal regulator.

“Our common stock” refers to the Company’s common stock, par value $1.33 per share, and the term “depositary shares” means the Company’s depositary shares, each representing a 1/400th ownership interest in a share of the Company’s Series A preferred stock, with a liquidation preference of $10,000 per share of Series A preferred stock (equivalent to $25 per depositary share). “Series A preferred stock” refers to the Company’s 6.875% Perpetual Non-Cumulative Preferred Stock, Series A, par value $10.00 per share.

“Sandy Spring” refers to Sandy Spring Bancorp, Inc., which we acquired on April 1, 2025, pursuant to the Agreement and Plan of Merger dated October 21, 2024, by and between the Company and Sandy Spring, which we refer to as the “Sandy Spring merger agreement.”

“American National” refers to American National Bankshares Inc., which we acquired on April 1, 2024,

pursuant to the Agreement and Plan of Merger dated July 24, 2023, by and between the Company and American National, which we refer to as the “American National merger agreement.”

The “Forward Sale Agreements” refers to the forward sale agreements between the Company and Morgan Stanley & Co. LLC, as forward purchaser (the “Forward Purchaser”), each dated as of October 21, 2024, in connection with which the Forward Purchaser or its affiliate borrowed from third parties an aggregate of 11,338,028 shares of our common stock for sale in a registered public offering.


ACL	–	Allowance for credit losses
AFS	–	Available for sale
ALLL	–	Allowance for loan and lease losses, a component of the ACL
AOCI	–	Accumulated other comprehensive income (loss)
ASC	–	Accounting Standards Codification
ASU	–	Accounting Standards Update
BOLI	–	Bank-owned life insurance
bps	–	Basis points
CECL	–	Current expected credit losses
CFPB	–	Consumer Financial Protection Bureau
CRE	–	Commercial real estate
EPS	–	Earnings per common share
FASB	–	Financial Accounting Standards Board
FDIC	–	Federal Deposit Insurance Corporation
FRB	–	Federal Reserve Bank of Richmond
FHLB	–	Federal Home Loan Bank of Atlanta
FOMC	–	Federal Open Market Committee
FTE	–	Fully taxable equivalent
GAAP	–	Accounting principles generally accepted in the United States
HTM	–	Held to maturity
LHFI	–	Loans held for investment
LHFS	–	Loans held for sale
MBS	–	Mortgage-Backed Securities
NPA	–	Nonperforming assets
NYSE	–	New York Stock Exchange
PCD	–	Purchased credit deteriorated
SEC	–	U.S. Securities and Exchange Commission
SOFR	–	Secured Overnight Financing Rate
TLM	–	Troubled loan modification

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2025 AND DECEMBER 31, 2024

(Dollars in thousands, except share data)


	March 31,		December 31,
	2025		2024
ASSETS		(unaudited)		(audited)
Cash and cash equivalents:
Cash and due from banks	$	194,083	$	196,435
Interest-bearing deposits in other banks		236,094		153,695
Federal funds sold		3,961		3,944
Total cash and cash equivalents		434,138		354,074
Securities available for sale, at fair value		2,483,835		2,442,166
Securities held to maturity, at carrying value		821,059		803,851
Restricted stock, at cost		100,312		102,954
Loans held for sale		9,525		9,420
Loans held for investment, net of deferred fees and costs		18,427,689		18,470,621
Less: allowance for loan and lease losses		193,796		178,644
Total loans held for investment, net		18,233,893		18,291,977
Premises and equipment, net		111,876		112,704
Goodwill		1,214,053		1,214,053
Amortizable intangibles, net		79,165		84,563
Bank owned life insurance		496,933		493,396
Other assets		647,822		676,165
Total assets	$	24,632,611	$	24,585,323
LIABILITIES
Noninterest-bearing demand deposits	$	4,471,173	$	4,277,048
Interest-bearing deposits		16,031,701		16,120,571
Total deposits		20,502,874		20,397,619
Securities sold under agreements to repurchase		57,018		56,275
Other short-term borrowings		—		60,000
Long-term borrowings		418,667		418,303
Other liabilities		468,836		510,247
Total liabilities		21,447,395		21,442,444
Commitments and contingencies (Note 8)
STOCKHOLDERS' EQUITY
Preferred stock, $10.00 par value		173		173
Common stock, $1.33 par value		118,823		118,519
Additional paid-in capital		2,280,300		2,280,547
Retained earnings		1,119,635		1,103,326
Accumulated other comprehensive loss		(333,715)		(359,686)
Total stockholders' equity		3,185,216		3,142,879
Total liabilities and stockholders' equity	$	24,632,611	$	24,585,323

Common shares outstanding		89,340,541		89,770,231
Common shares authorized		200,000,000		200,000,000
Preferred shares outstanding		17,250		17,250
Preferred shares authorized		500,000		500,000

See accompanying notes to consolidated financial statements.

-2-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Dollars in thousands, except share and per share data)


	Three Months Ended
	March 31,		March 31,
	2025		2024
Interest and dividend income:
Interest and fees on loans	$	271,515	$	234,600
Interest on deposits in other banks		2,513		1,280
Interest and dividends on securities:
Taxable		23,648		18,879
Nontaxable		8,160		8,156
Total interest and dividend income		305,836		262,915
Interest expense:
Interest on deposits		115,587		101,864
Interest on short-term borrowings		909		8,161
Interest on long-term borrowings		5,176		5,065
Total interest expense		121,672		115,090
Net interest income		184,164		147,825
Provision for credit losses		17,638		8,239
Net interest income after provision for credit losses		166,526		139,586
Noninterest income:
Service charges on deposit accounts		9,683		8,569
Other service charges, commissions and fees		1,762		1,731
Interchange fees		2,949		2,294
Fiduciary and asset management fees		6,697		4,838
Mortgage banking income		973		867
(Loss) gain on sale of securities		(102)		3
Bank owned life insurance income		3,537		3,245
Loan-related interest rate swap fees		2,400		1,216
Other operating income		1,264		2,789
Total noninterest income		29,163		25,552
Noninterest expenses:
Salaries and benefits		75,415		61,882
Occupancy expenses		8,580		6,625
Furniture and equipment expenses		3,914		3,309
Technology and data processing		10,188		8,127
Professional services		4,687		3,081
Marketing and advertising expense		3,184		2,318
FDIC assessment premiums and other insurance		5,201		5,143
Franchise and other taxes		4,643		4,501
Loan-related expenses		1,249		1,323
Amortization of intangible assets		5,398		1,895
Merger-related costs		4,940		1,874
Other expenses		6,785		5,195
Total noninterest expenses		134,184		105,273
Income before income taxes		61,505		59,865
Income tax expense		11,687		10,096
Net Income	$	49,818	$	49,769
Dividends on preferred stock		2,967		2,967
Net income available to common shareholders	$	46,851	$	46,802

Basic earnings per common share	$	0.53	$	0.62
Diluted earnings per common share	$	0.52	$	0.62
Dividends declared per common share	$	0.34	$	0.32
Basic weighted average number of common shares outstanding		89,222,296		75,197,113
Diluted weighted average number of common shares outstanding		90,072,795		75,197,376

See accompanying notes to consolidated financial statements.

-3-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Dollars in thousands)


	Three Months Ended
	March 31,
	2025		2024
Net income	$	49,818	$	49,769
Other comprehensive income (loss):
Cash flow hedges:
Change in fair value of cash flow hedges (net of tax, $2,747 and $2,726 for the three months ended March 31, 2025 and 2024, respectively)		10,336		(10,253)
AFS securities:
Unrealized holding gains (losses) arising during period (net of tax, $4,188 and $5,450 for the three months ended March 31, 2025 and 2024, respectively)		15,754		(20,501)
Reclassification adjustment for losses (gains) included in net income (net of tax, $21 and $1 for the three months ended March 31, 2025 and 2024, respectively) ⁽¹⁾		81		(2)
HTM securities:
Reclassification adjustment for accretion of unrealized gains on AFS securities transferred to HTM (net of tax) ⁽²⁾		—		(2)
Bank owned life insurance:
Unrealized holding losses arising during the period		(10)		(16)
Reclassification adjustment for gains included in net income ⁽³⁾		(190)		(175)
Other comprehensive income (loss):		25,971		(30,949)
Comprehensive income	$	75,789	$	18,820

⁽¹⁾ The gross amounts reclassified into earnings are reported as "Other operating income" on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

⁽²⁾ The gross amounts reclassified into earnings are reported within interest income on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

⁽³⁾ Reclassifications in earnings are reported in "Salaries and benefits" expense on the Company’s Consolidated Statements of Income.

See accompanying notes to consolidated financial statements.

-4-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Dollars in thousands, except share and per share amounts)

Accumulated

Additional

Other

Common

Preferred

Paid-In

Retained

Comprehensive

Stock

Capital

Earnings

Income (Loss)

Total

Balance - December 31, 2024

118,519

173

2,280,547

1,103,326

(359,686)

3,142,879

Net Income

49,818

Other comprehensive income (net of taxes of $6,957)

25,971

Dividends on common stock ($0.34 per share)

(30,542)

Dividends on preferred stock ($171.88 per share)

(2,967)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (228,311 shares)⁽¹⁾

304

(3,698)

(3,394)

Stock-based compensation expense

3,451

Balance - March 31, 2025

118,823

173

2,280,300

1,119,635

(333,715)

3,185,216

⁽¹⁾ No stock options remained outstanding at December 31, 2024 or March 31, 2025.


									Accumulated
					Additional				Other
	Common		Preferred		Paid-In		Retained		Comprehensive
	Stock		Stock		Capital		Earnings		Income (Loss)		Total
Balance - December 31, 2023	$	99,147	$	173	$	1,782,286	$	1,018,070	$	(343,349)	$	2,556,327
Net Income								49,769				49,769
Other comprehensive loss (net of taxes of $8,182)										(30,949)		(30,949)
Dividends on common stock ($0.32 per share)								(24,027)				(24,027)
Dividends on preferred stock ($171.88 per share)								(2,967)				(2,967)
Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (189,503 shares)		252				(2,458)						(2,206)
Stock-based compensation expense						2,981						2,981
Balance - March 31, 2024	$	99,399	$	173	$	1,782,809	$	1,040,845	$	(374,298)	$	2,548,928

See accompanying notes to consolidated financial statements.

-5-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Dollars in thousands)


	2025		2024
Operating activities:
Net income	$	49,818	$	49,769
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		17,638		8,239
Depreciation of premises and equipment		3,168		2,961
Amortization, net		6,160		6,542
(Accretion) amortization related to acquisitions, net		(7,155)		2,869
Losses (gains) on securities sales, net		102		(3)
BOLI income		(3,537)		(3,245)
Loans held for sale:
Originations and purchases		(44,255)		(41,244)
Proceeds from sales		43,803		35,770
Changes in operating assets and liabilities:
Net decrease (increase) in other assets		17,039		(11,368)
Net (decrease) increase in other liabilities		(20,749)		6,721
Net cash provided by operating activities		62,032		57,011
Investing activities:
Securities AFS and restricted stock:
Purchases		(131,017)		(115,674)
Proceeds from sales		41,366		61,943
Proceeds from maturities, calls and paydowns		72,477		60,985
Securities HTM:
Purchases		(25,436)		—
Proceeds from maturities, calls and paydowns		7,036		7,374
Net change in other investments		(6,694)		(6,724)
Net decrease (increase) in LHFI		53,435		(220,677)
Net purchases of premises and equipment		(2,398)		(2,124)
Proceeds from sales of foreclosed properties and former bank premises		874		—
Net cash provided by (used in) investing activities		9,643		(214,897)
Financing activities:
Net increase (decrease) in:
Non-interest-bearing deposits		194,125		(117,990)
Interest-bearing deposits		(89,286)		578,294
Short-term borrowings		(59,257)		(254,428)
Common stock:
Proceeds from exercise of stock options		—		227
Dividends paid		(33,509)		(26,994)
Vesting of restricted stock, net of shares held for taxes		(3,684)		(2,684)
Net cash provided by financing activities		8,389		176,425
Increase in cash and cash equivalents		80,064		18,539
Cash, cash equivalents and restricted cash at beginning of the period		354,074		378,131
Cash, cash equivalents and restricted cash at end of the period	$	434,138	$	396,670

-6-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Dollars in thousands)


	2025		2024
Supplemental Disclosure of Cash Flow Information
Cash payments for:
Interest	$	119,161	$	109,148
Income taxes		697		86

Supplemental schedule of noncash investing and financing activities
Transfer to LHFI from LHFS		355		—

See accompanying notes to consolidated financial statements.

-7-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank (the “Bank”), which provides banking and related financial products and services to consumers and businesses. Except as otherwise indicated or the context suggests otherwise, references to the “Company” refers to Atlantic Union Bankshares Corporation and its subsidiaries.

Basis of Financial Information

The accounting policies and practices of Atlantic Union Bankshares Corporation and subsidiaries conform to accounting principles generally accepted in the United States (“GAAP”) and follow general practices within the banking industry. The consolidated financial statements include the accounts of the Company, which is a financial holding company and a bank holding company that owns all of the outstanding common stock of its banking subsidiary, Atlantic Union Bank, which owns Union Insurance Group, LLC, Atlantic Union Financial Consultants, LLC, and Atlantic Union Equipment Finance, Inc.

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses (“ACL”), the fair value of financial instruments, and the fair values associated with assets acquired and liabilities assumed in a business combination. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other period.

The unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Certain prior period amounts have been reclassified to conform to current period presentation. None of these reclassifications had a material effect on the Company’s financial statements. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2024 Form 10-K for additional information on the Company’s accounting policies. There have not been any significant changes to the Company’s accounting policies from those disclosed in the Company’s 2024 Form 10-K that could have a material effect on the Company’s financial statements.

-8-

Table of Contents

2. ACQUISITIONS

On April 1, 2025, the Company completed its merger with Sandy Spring Bancorp, Inc. (“Sandy Spring”). Because the merger closed on April 1, 2025, the historical consolidated financial results of Sandy Spring are not included in the Company’s financial results for the quarter ended March 31, 2025. Refer to Note 15 “Subsequent Events” within this Item 1 of this Quarterly Report for information on the Company’s completed merger with Sandy Spring.

American National Bankshares Inc. Acquisition

On April 1, 2024, the Company completed its previously announced merger with American National Bankshares Inc. (“American National”), the holding company for American National Bank and Trust Company, headquartered in Danville, Virginia. Under the terms of the American National merger agreement, at the effective time of the American National merger, each outstanding share of American National common stock was converted into 1.35 shares of the Company’s common stock, resulting in 14.3 million additional shares issued, or aggregate consideration of $505.5 million, based on the closing price per share of the Company’s common stock as quoted on the NYSE on March 28, 2024, which was the last trading day prior to the consummation of the acquisition. With the acquisition of American National, the Company acquired 26 branches, deepening its presence in central and western Virginia, and expanding its franchise into contiguous markets in southern Virginia and in North Carolina.

As a result of the American National acquisition, the Company recorded goodwill totaling $288.8 million at March 31, 2025, which reflects expected synergies and economies of scale from the acquisition, allocated between the Company’s Wholesale Banking ($210.8 million) and Consumer Banking ($78.0 million) reporting segments, which is not deductible for tax purposes. While the Company believed the information available on April 1, 2024 provided a reasonable basis for estimating fair value, the Company obtained additional information and evidence within the one year measurement period, that resulted in changes to the estimated fair value amounts and associated goodwill for which measurement period adjustments were recorded. Measurement period adjustments recorded during the third and fourth quarters of 2024 related to the Company’s foreclosed properties, deferred tax assets, long-term borrowings, and franchise tax accruals, which resulted in a $6.5 million increase in the preliminary goodwill recognized as part of the American National acquisition during the second quarter of 2024. In addition, certain reclassification adjustments were made to other assets and other liabilities to conform to the Company’s current balance sheet presentation. The final review of assets acquired and liabilities assumed resulted in no additional measurement period adjustments during the first quarter of 2025, and goodwill was determined to be final as of March 31, 2025.

The following table provides a summary of the consideration transferred and the fair value of the assets acquired and liabilities assumed as of the date of the American National acquisition, reflecting the aforementioned measurement period and reclassification adjustments (dollars in thousands):


Purchase price consideration			$	505,473

Fair value of assets acquired:
Cash and cash equivalents	$	55,060
Securities available for sale		507,764
Loans held for sale		2,611
Loans held for investment		2,151,517
Premises and equipment		35,802
Core deposit intangibles and other intangibles		84,687
Bank owned life insurance		30,627
Other assets		78,829
Total assets	$	2,946,897

Fair value of liabilities assumed:
Deposits	$	2,583,089
Short-term borrowings		98,336
Long-term borrowings		25,890
Other liabilities		22,951
Total liabilities	$	2,730,266

Fair value of net assets acquired			$	216,631
Goodwill			$	288,842

-9-

Table of Contents

The Company assessed the fair value based on the following methods for the significant assets acquired and liabilities assumed:

Cash and cash equivalents: The fair value was determined to approximate the carrying amount based on the short-term nature of these assets.

Securities Available for Sale (“AFS”): The fair value of the investment portfolio was based on quoted market prices and dealer quotes and pricing obtained from independent pricing services.

Loans held for sale (“LHFS”): The LHFS portfolio was recorded at fair value based on quotes or bids from third parties.

Loans held for investment (“LHFI”): Fair values for LHFI were estimated using a discounted cash flow analysis that considered factors including loan type, interest rate type, prepayment speeds, duration, and current discount rates. The discount rates used for loans were based on current market rates for new originations of comparable loans and factored in adjustments for any expected liquidity events. Expected cash flows were derived using inputs that considered estimated credit losses and prepayments.

Premises and equipment: The fair value of bank premises and equipment held for use was valued by obtaining recent market data for similar property types with adjustments for characteristics of individual properties.

Core deposit intangible (“CDI”) and other intangibles: CDI represents the future economic benefit of acquired customer deposits. The fair value of the CDI asset was estimated based on a discounted cash flow methodology that incorporated expected customer attrition rates, cost of deposit base, net maintenance cost associated with customer deposits, and the cost for alternative funding sources. The discount rates used were based on market rates. Other intangibles include customer relationship intangible assets and non-compete intangible assets. Customer relationship intangible assets represent the value associated with customer relationships related to the wealth management business that was acquired. Non-compete intangible assets represent the value associated with non-compete agreements for former employees in place at the date of the acquisition.

Bank owned life insurance (“BOLI”): The fair value of BOLI is carried at its current cash surrender value, which is the most reasonable estimate of fair value.

Deposits: The fair value of interest-bearing and non-interest-bearing deposits is the amount payable on demand at the acquisition date. The fair value of time deposits was estimated using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period.

Short-Term Borrowings: Acquired short term borrowings consist of Federal Home Loan Bank of Atlanta (“FHLB”) overnight borrowings and borrowings under repurchase agreements. The fair value of the short-term borrowings was determined to approximate the carrying amounts.

Long-Term Borrowings: The fair values of the Company’s long-term borrowings, including trust preferred securities, were estimated using discounted cash flow analyses, based on the current incremental borrowing rates for similar types of borrowing arrangements.

-10-

Table of Contents

The following table presents for illustrative purposes only certain pro forma information as if the Company had acquired American National on January 1, 2024. These results combine the historical results of American National in the Company's Consolidated Statements of Income and while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2024. No adjustments have been made to the pro forma results regarding possible revenue enhancements, provision for credit losses, or expense efficiencies. Pro forma adjustments below include the net impact of American National’s accretion and the elimination of merger-related costs, as disclosed below. The Company expects to achieve further operating cost savings and other business synergies, including branch closures, as a result of the acquisition, which are not reflected in the pro forma amounts below (dollars in thousands):


	Pro forma
	Three Months Ended
	March 31,
	2025 ⁽²⁾		2024 ⁽²⁾
	(unaudited)		(unaudited)
Total revenues ⁽¹⁾	$	213,327	$	207,363
Net income available to common shareholders ⁽³⁾	$	51,494	$	59,445

⁽¹⁾ Includes net interest income and noninterest income.

⁽²⁾ Includes the net impact of American National’s accretion adjustments of $5.0 million for the three months ended March 31, 2024. There were no pro forma net accretion adjustments for the three months ended March 31, 2025.

⁽³⁾ For the three months ended March 31, 2025 and 2024, excludes merger-related costs as noted below.

Merger-related costs, net of tax, were $4.6 million and $1.6 million, for the three months ended March 31, 2025 and 2024, respectively, and are recorded in “Merger-related costs” on the Company’s Consolidated Statements of Income and have been expensed as incurred. For the three months ended March 31, 2025, merger-related costs were related to the Sandy Spring acquisition, primarily related to professional fees. All the merger-related costs for the three months ended March 31, 2024 were related to the American National acquisition. American National merger-related costs include costs such as employee severance, professional fees, system conversion, and lease and contract termination expenses

The Company’s operating results for the three months ended March 31, 2025 include the operating results of the acquired assets and assumed liabilities of American National subsequent to the acquisition on April 1, 2024. Due to the merging of certain processes and the conversion of American National’s systems during the second quarter of 2024, historical reporting for the former American National operations is impracticable and thus disclosures of the revenue from the assets acquired and income before income taxes is impracticable for the period subsequent to acquisition.

-11-

Table of Contents

3. SECURITIES AND OTHER INVESTMENTS

Available for Sale

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of March 31, 2025 are as follows (dollars in thousands):

Amortized

Gross Unrealized

Estimated

Cost

Gains

(Losses)

Fair Value

U.S. government and agency securities

65,428

680

(13)

66,095

Obligations of states and political subdivisions

593,973

125

(137,728)

456,370

Corporate and other bonds ⁽¹⁾

245,806

558

(7,534)

238,830

Commercial MBS

Agency

288,399

668

(41,610)

247,457

Non-agency

67,810

(1,923)

65,977

Total commercial MBS

356,209

758

(43,533)

313,434

Residential MBS

Agency

1,506,416

2,917

(195,677)

1,313,656

Non-agency

96,155

470

(3,060)

93,565

Total residential MBS

1,602,571

3,387

(198,737)

1,407,221

Other securities

1,885

—

1,885

Total AFS securities

2,865,872

5,508

(387,545)

2,483,835

⁽¹⁾ Other bonds include asset-backed securities.

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of December 31, 2024 are as follows (dollars in thousands):


	Amortized		Gross Unrealized				Estimated
	Cost		Gains		(Losses)		Fair Value
U.S. government and agency securities	$	65,650	$	390	$	(27)	$	66,013
Obligations of states and political subdivisions		597,956		84		(129,703)		468,337
Corporate and other bonds ⁽¹⁾		253,526		505		(9,319)		244,712
Commercial MBS
Agency		285,949		348		(44,678)		241,619
Non-agency		61,552		4		(2,110)		59,446
Total commercial MBS		347,501		352		(46,788)		301,065
Residential MBS
Agency		1,478,648		1,375		(216,754)		1,263,269
Non-agency		99,622		672		(3,384)		96,910
Total residential MBS		1,578,270		2,047		(220,138)		1,360,179
Other securities		1,860		—		—		1,860
Total AFS securities	$	2,844,763	$	3,378	$	(405,975)	$	2,442,166

⁽¹⁾ Other bonds include asset-backed securities.

-12-

Table of Contents

The following table shows the gross unrealized losses and fair value of the Company’s AFS securities with unrealized losses, which are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position for the following periods ended (dollars in thousands).


	Less than 12 months				More than 12 months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value⁽²⁾		Losses		Value		Losses
March 31, 2025
U.S. government and agency securities	$	—	$	—	$	1,094	$	(13)	$	1,094	$	(13)
Obligations of states and political subdivisions		6,008		(377)		434,789		(137,351)		440,797		(137,728)
Corporate and other bonds ⁽¹⁾		195		(1)		152,758		(7,533)		152,953		(7,534)
Commercial MBS
Agency		15,166		(83)		161,498		(41,527)		176,664		(41,610)
Non-agency		19,316		(856)		20,262		(1,067)		39,578		(1,923)
Total commercial MBS		34,482		(939)		181,760		(42,594)		216,242		(43,533)
Residential MBS
Agency		108,671		(571)		886,146		(195,106)		994,817		(195,677)
Non-agency		23,135		(197)		26,443		(2,863)		49,578		(3,060)
Total residential MBS		131,806		(768)		912,589		(197,969)		1,044,395		(198,737)
Total AFS securities	$	172,491	$	(2,085)	$	1,682,990	$	(385,460)	$	1,855,481	$	(387,545)

December 31, 2024
U.S. government and agency securities	$	1,935	$	(2)	$	1,286	$	(25)	$	3,221	$	(27)
Obligations of states and political subdivisions		6,560		(322)		444,056		(129,381)		450,616		(129,703)
Corporate and other bonds ⁽¹⁾		8,620		(27)		145,655		(9,292)		154,275		(9,319)
Commercial MBS
Agency		31,291		(359)		160,880		(44,319)		192,171		(44,678)
Non-agency		24,864		(1,188)		21,110		(922)		45,974		(2,110)
Total commercial MBS		56,155		(1,547)		181,990		(45,241)		238,145		(46,788)
Residential MBS
Agency		104,477		(546)		895,714		(216,208)		1,000,191		(216,754)
Non-agency		6,067		(98)		27,851		(3,286)		33,918		(3,384)
Total residential MBS		110,544		(644)		923,565		(219,494)		1,034,109		(220,138)
Total AFS securities	$	183,814	$	(2,542)	$	1,696,552	$	(403,433)	$	1,880,366	$	(405,975)

⁽¹⁾ Other bonds include asset-backed securities.

⁽²⁾ Comprised of 715 and 726 individual securities as of March 31, 2025 and December 31, 2024, respectively.

The Company has evaluated AFS securities in an unrealized loss position for credit related impairment at March 31, 2025 and December 31, 2024 and concluded no impairment existed based on several factors which included: (1) the majority of these securities are of high credit quality, (2) unrealized losses are primarily the result of market volatility and increases in market interest rates, (3) the contractual terms of the investments do not permit the issuer(s) to settle the securities at a price less than the cost basis of each investment, (4) issuers continue to make timely principal and interest payments, and (5) the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis.

Additionally, the majority of the Company’s mortgage-backed securities (“MBS”) are issued by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, and the Government National Mortgage Association and do not have credit risk given the implicit and explicit government guarantees associated with these agencies. In addition, the non-agency mortgage-backed and asset-backed securities generally received a 20% simplified supervisory formula approach rating. The Company’s AFS investment portfolio is generally highly-rated or agency backed. At March 31, 2025 and December 31, 2024, all AFS securities were current with no securities past due or on non-accrual, and no ACL was held against the Company’s AFS securities portfolio.

-13-

Table of Contents

The following table presents the amortized cost and estimated fair value of AFS securities as of the periods ended, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	March 31, 2025				December 31, 2024
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	20,877	$	20,790	$	35,954	$	35,808
Due after one year through five years		225,718		226,577		215,517		215,513
Due after five years through ten years		288,239		270,629		286,487		271,443
Due after ten years		2,331,038		1,965,839		2,306,805		1,919,402
Total AFS securities	$	2,865,872	$	2,483,835	$	2,844,763	$	2,442,166

Refer to Note 8 “Commitments and Contingencies” within this Item 1 of this Quarterly Report for information regarding the estimated fair value of AFS securities that were pledged to secure public deposits, repurchase agreements and for other purposes as permitted or required by law as of March 31, 2025 and December 31, 2024.

Accrued interest receivable on AFS securities totaled $9.7 million and $10.1 million at March 31, 2025 and December 31, 2024, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three months ended March 31, 2025 and 2024, accrued interest receivable write-offs were not material to the Company’s consolidated financial statements.

Held to Maturity

The Company reports held to maturity (“HTM”) securities on the Company’s Consolidated Balance Sheets at carrying value. Carrying value is amortized cost, which includes any unamortized unrealized gains and losses recognized in accumulated other comprehensive income (loss) (“AOCI”) prior to reclassifying the securities from AFS securities to HTM securities. The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of March 31, 2025 are as follows (dollars in thousands):

Carrying

Gross Unrealized

Estimated

Value

Gains

(Losses)

Fair Value

Obligations of states and political subdivisions

720,888

665

(37,312)

684,241

Corporate and other bonds ⁽¹⁾

3,087

—

(59)

3,028

Commercial MBS

Agency

26,671

—

(5,780)

20,891

Non-agency

16,824

102

(585)

16,341

Total commercial MBS

43,495

102

(6,365)

37,232

Residential MBS

Agency

37,373

—

(5,450)

31,923

Non-agency

16,216

—

(228)

15,988

Total residential MBS

53,589

—

(5,678)

47,911

Total HTM securities

821,059

767

(49,414)

772,412

⁽¹⁾ Other bonds include asset-backed securities.

-14-

Table of Contents

The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of December 31, 2024 are as follows (dollars in thousands):


	Carrying		Gross Unrealized				Estimated
	Value		Gains		(Losses)		Fair Value
Obligations of states and political subdivisions	$	697,683	$	715	$	(31,763)	$	666,635
Corporate and other bonds ⁽¹⁾		3,322		—		(82)		3,240
Commercial MBS
Agency		26,787		—		(6,185)		20,602
Non-agency		17,922		28		(659)		17,291
Total commercial MBS		44,709		28		(6,844)		37,893
Residential MBS
Agency		37,808		—		(6,288)		31,520
Non-agency		20,329		—		(282)		20,047
Total residential MBS		58,137		—		(6,570)		51,567
Total HTM securities	$	803,851	$	743	$	(45,259)	$	759,335

⁽¹⁾ Other bonds include asset-backed securities.

The following table presents the amortized cost of HTM securities as of the periods ended, by security type and credit rating (dollars in thousands):


	Obligations of states and political		Corporate and other		Mortgage-backed		Total HTM
	subdivisions		bonds		securities		securities
March 31, 2025
Credit Rating:
AAA/AA/A	$	710,141	$	—	$	5,416	$	715,557
BBB/BB/B		1,139		—		—		1,139
Not Rated – Agency ⁽¹⁾		—		—		64,044		64,044
Not Rated – Non-Agency ⁽²⁾		9,608		3,087		27,624		40,319
Total	$	720,888	$	3,087	$	97,084	$	821,059
December 31, 2024
Credit Rating:
AAA/AA/A	$	686,923	$	—	$	5,748	$	692,671
BBB/BB/B		1,144		—		—		1,144
Not Rated – Agency ⁽¹⁾		—		—		64,595		64,595
Not Rated – Non-Agency ⁽²⁾		9,616		3,322		32,503		45,441
Total	$	697,683	$	3,322	$	102,846	$	803,851

⁽¹⁾ Generally considered not to have credit risk given the government guarantees associated with these agencies.

⁽²⁾ Non-agency mortgage-backed and asset-backed securities have limited credit risk, supported by most receiving a 20% simplified supervisory formula approach rating.

-15-

Table of Contents

The following table presents the amortized cost and estimated fair value of HTM securities as of the periods ended, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	March 31, 2025				December 31, 2024
	Carrying		Estimated		Carrying		Estimated
	Value		Fair Value		Value		Fair Value
Due in one year or less	$	—	$	—	$	3,369	$	3,358
Due after one year through five years		18,744		19,041		18,293		18,547
Due after five years through ten years		142,875		135,547		115,243		109,358
Due after ten years		659,440		617,824		666,946		628,072
Total HTM securities	$	821,059	$	772,412	$	803,851	$	759,335

Refer to Note 8 “Commitments and Contingencies” within this Item 1 of this Quarterly Report for information regarding the estimated fair value of HTM securities that were pledged to secure public deposits as permitted or required by law as of March 31, 2025 and December 31, 2024.

Accrued interest receivable on HTM securities totaled $6.8 million and $8.4 million at March 31, 2025 and December 31, 2024, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three months ended March 31, 2025 and 2024, accrued interest receivable write-offs were not material to the Company’s consolidated financial statements.

The Company’s HTM investment portfolio primarily consists of highly-rated municipal securities. At March 31, 2025 and December 31, 2024, the Company’s HTM securities were all current, with no securities past due or on non-accrual. The Company’s HTM securities ACL was immaterial at March 31, 2025 and December 31, 2024.

Restricted Stock, at cost

The FHLB required the Bank to maintain stock in an amount equal to 4.75% of outstanding borrowings and a specific percentage of the member’s total assets at March 31, 2025 and December 31, 2024, respectively. The Federal Reserve Bank of Richmond (“FRB”) requires the Company to maintain stock with a par value equal to 6% of its outstanding capital. At March 31, 2025 and December 31, 2024, restricted stock consisted of FRB stock in the amount of $82.9 million for both periods, and FHLB stock in the amount of $17.4 million and $20.1 million, respectively.

Realized Gains and Losses

The following table presents the gross realized gains and losses on and the proceeds from the sale of securities during the three months ended March 31, (dollars in thousands):


	2025		2024
Realized gains (losses): ⁽¹⁾
Gross realized gains	$	14	$	3
Gross realized losses		(116)		—
Net realized (losses) gains	$	(102)	$	3
Proceeds from sales of securities	$	41,366	$	61,943

⁽¹⁾ Includes gains (losses) on sales and calls of securities.

-16-

Table of Contents

4. LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES

The following tables exclude LHFS. The Company’s LHFI are stated at their face amount, net of deferred fees and costs, and consisted of the following as of the periods ended (dollars in thousands):


	March 31, 2025		December 31, 2024
Construction and Land Development	$	1,305,969	$	1,731,108
Commercial Real Estate ("CRE") – Owner Occupied		2,363,509		2,370,119
CRE – Non-Owner Occupied		5,072,694		4,935,590
Multifamily Real Estate		1,531,547		1,240,209
Commercial & Industrial		3,819,415		3,864,695
Residential 1-4 Family – Commercial		738,388		719,425
Residential 1-4 Family – Consumer		1,286,526		1,293,817
Residential 1-4 Family – Revolving		778,527		756,944
Auto		279,517		316,368
Consumer		101,334		104,882
Other Commercial		1,150,263		1,137,464
Total LHFI, net of deferred fees and costs⁽¹⁾		18,427,689		18,470,621
Allowance for loan and lease losses		(193,796)		(178,644)
Total LHFI, net	$	18,233,893	$	18,291,977

⁽¹⁾Total loans included unamortized premiums and discounts, and unamortized deferred fees and costs totaling $206.0 million and $220.6 million as of March 31, 2025 and December 31, 2024, respectively.

Accrued interest receivable on LHFI totaled $71.4 million and $73.7 million at March 31, 2025 and December 31, 2024, respectively. Accrued interest receivable write-offs were not material to the Company’s consolidated financial statements for the three months ended March 31, 2025 and 2024.

The following table shows the aging of the Company’s LHFI portfolio by class at March 31, 2025 (dollars in thousands):

Greater than

30-59 Days

60-89 Days

90 Days and

Current

Past Due

still Accruing

Nonaccrual

Total Loans

Construction and Land Development

1,302,682

458

—

2,794

1,305,969

CRE – Owner Occupied

2,357,437

1,455

971

714

2,932

2,363,509

CRE – Non-Owner Occupied

5,067,775

3,760

—

1,159

5,072,694

Multifamily Real Estate

1,529,089

1,353

981

—

124

1,531,547

Commercial & Industrial

3,770,204

4,192

838

1,075

43,106

3,819,415

Residential 1-4 Family – Commercial

734,639

1,029

1,091

1,610

738,388

Residential 1-4 Family – Consumer

1,261,038

11,005

348

1,193

12,942

1,286,526

Residential 1-4 Family – Revolving

768,867

2,533

1,137

2,397

3,593

778,527

Auto

274,479

3,662

539

196

641

279,517

Consumer

100,361

479

384

101,334

Other Commercial

1,142,145

6,875

1,123

1,150,263

Total LHFI, net of deferred fees and costs

18,308,716

36,801

6,375

6,782

69,015

18,427,689

% of total loans

99.35

0.20

0.04

0.37

100.00

-17-

Table of Contents

The following table shows the aging of the Company’s LHFI portfolio by class at December 31, 2024 (dollars in thousands):


										Greater than
				30-59 Days			60-89 Days			90 Days and
	Current			Past Due			Past Due			still Accruing			Nonaccrual			Total Loans
Construction and Land Development	$	1,729,637		$	38		$	—		$	120		$	1,313		$	1,731,108
CRE – Owner Occupied		2,362,458			2,080			1,074			1,592			2,915			2,370,119
CRE – Non-Owner Occupied		4,926,168			1,381			—			6,874			1,167			4,935,590
Multifamily Real Estate		1,238,711			1,366			—			—			132			1,240,209
Commercial & Industrial		3,820,564			9,405			69			955			33,702			3,864,695
Residential 1-4 Family – Commercial		715,604			697			665			949			1,510			719,425
Residential 1-4 Family – Consumer		1,266,467			5,928			7,390			1,307			12,725			1,293,817
Residential 1-4 Family – Revolving		747,474			1,824			2,110			1,710			3,826			756,944
Auto		311,354			3,615			456			284			659			316,368
Consumer		103,528			804			486			44			20			104,882
Other Commercial		1,132,960			2,167			2,029			308			—			1,137,464
Total LHFI, net of deferred fees and costs	$	18,354,925		$	29,305		$	14,279		$	14,143		$	57,969		$	18,470,621
% of total loans		99.37	%		0.16	%		0.08	%		0.08	%		0.31	%		100.00	%

The following table shows the Company’s amortized cost basis of loans on nonaccrual status with no related allowance for loan and lease losses (“ALLL”), a component of the ACL as of the periods ended (dollars in thousands):


	March 31,		December 31,
	2025		2024
Construction and Land Development	$	1,277	$	—
Commercial & Industrial		—		2,510
Total LHFI	$	1,277	$	2,510

There was no interest income recognized on nonaccrual loans during the three months ended March 31, 2025 and 2024.

-18-

Table of Contents

Troubled Loan Modifications (“TLMs”)

The following table presents the amortized cost basis of loan modifications to borrowers experiencing financial difficulty for the three months ended March 31, 2025 (dollars in thousands). TLMs for the quarter ended March 31, 2024 were not significant at approximately $36,000.


	2025
	Amortized Cost		% of Total Class of Financing Receivable
Combination - Other-Than-Insignificant Payment Delay and Term Extension
Commercial and Industrial	$	493	0.01	%
Total Combination - Other-Than-Insignificant Payment Delay and Term Extension	$	493

Term Extension
CRE – Owner Occupied	$	305	0.01	%
Residential 1-4 Family – Commercial		332	0.04	%
Residential 1-4 Family – Consumer		201	0.02	%
Total Term Extension	$	838

Combination - Term Extension and Interest Rate Reduction
Residential 1-4 Family – Consumer	$	840	0.07	%
Total Combination - Term Extension and Interest Rate Reduction	$	840

Total	$	2,171

The following table describes the financial effects of TLMs on a weighted average basis for TLMs within that loan type for the three months ended March 31,:


2025

Combination - Term Extension and Interest Rate Reduction
Loan Type				Financial Effect
Residential 1-4 Family - Consumer				Added a weighted-average 1.6 years to the life of loans and reduced the weighted average contractual interest rate from 5.0% to 2.1%.

The Company considers a default of a TLM to occur when the borrower is 90 days past due following the modification or a foreclosure and repossession of the applicable collateral occurs. During the three months ended March 31, 2025 and 2024, the Company did not have any material loans that went into default that had been modified and designated as TLMs in the twelve-month period prior to the time of default.

The Company monitors the performance of TLMs to determine the effectiveness of the modifications. During the three months ended March 31, 2025 and 2024, the Company did not have any material loans that had been modified and designated as TLMs that were past due.

As of March 31, 2025 and December 31, 2024, there were no material unfunded commitments on loans modified and designated as TLMs.

-19-

Table of Contents

Allowance for Loan and Lease Losses

ALLL on the loan portfolio is a material estimate for the Company. The Company estimates its ALLL on its loan portfolio on a quarterly basis. The Company models the ALLL using two primary segments, Commercial and Consumer. Each loan segment is further disaggregated into classes based on similar risk characteristics. The Company has identified the following classes within each loan segment:

●

Commercial: Construction and Land Development, CRE – Owner Occupied, CRE – Non-Owner Occupied, Multifamily Real Estate, Commercial & Industrial, Residential 1-4 Family – Commercial, and Other Commercial

●

Consumer: Residential 1-4 Family – Consumer, Residential 1-4 Family – Revolving, Auto, and Consumer

The following tables show the ALLL activity by loan segment for the three months ended March 31, (dollars in thousands):


	2025
	Commercial		Consumer		Total
Balance at beginning of period	$	148,887	$	29,757	$	178,644
Loans charged-off		(1,847)		(1,038)		(2,885)
Recoveries credited to allowance		230		377		607
Provision charged to operations		15,638		1,792		17,430
Balance at end of period	$	162,908	$	30,888	$	193,796


	2024
	Commercial		Consumer		Total
Balance at beginning of period	$	105,896	$	26,286	$	132,182
Loans charged-off		(4,939)		(955)		(5,894)
Recoveries credited to allowance		533		444		977
Provision charged to operations		9,038		(113)		8,925
Balance at end of period	$	110,528	$	25,662	$	136,190

Credit Quality Indicators

Credit quality indicators are used to help estimate the collectability of each loan class within the Commercial and Consumer loan segments. For classes of loans within the Commercial segment, the primary credit quality indicator used for evaluating credit quality and estimating the ALLL is risk rating categories of Pass (including Pass-Watch), Special Mention, Substandard, and Doubtful. For classes of loans within the Consumer segment, the primary credit quality indicator used for evaluating credit quality and estimating ALLL is delinquency bands of current, 30-59, 60-89, 90+, and nonaccrual. While other credit quality indicators are evaluated and analyzed as part of the Company’s credit risk management activities, these indicators are primarily used in estimating the ALLL. The Company evaluates the credit risk of its loan portfolio on at least a quarterly basis.

The Company presents loan and lease portfolio segments and classes by credit quality indicator and vintage year. The Company defines the vintage date for the purpose of this disclosure as the date of the most recent credit decision. Renewals are categorized as new credit decisions and reflect the renewal date as the vintage date, except for renewals of loans modified for borrowers experiencing financial difficulty or TLMs, which are presented in the original vintage.

Refer to Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2024 Form 10-K for additional information on the Company’s policies and for further information on the Company’s credit quality indicators.

Commercial Loans

The Company uses a risk rating system as the primary credit quality indicator for classes of loans within the Commercial segment. The Company defines pass loans as risk rated 1-5 and criticized loans as risk rated 6-9. See Note 4 “Loans and

Allowance For Loan and Lease Losses” in the “Notes to Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2024 Form 10-K for information on the Company’s risk rating system.

-20-

Table of Contents

The table below details the amortized cost and gross write-offs of the classes of loans within the Commercial segment by risk level and year of origination as of March 31, (dollars in thousands):


		2025
		Term Loans Amortized Cost Basis by Origination Year											Revolving
	2025		2024		2023		2022		2021		Prior		Loans		Total
Construction and Land Development
Pass	$	61,598	$	354,330	$	499,256	$	133,499	$	24,383	$	62,203	$	85,135	$	1,220,404
Watch		—		209		1,275		53		23		3,590		73		5,223
Special Mention		—		938		18,356		31,822		—		1,559		—		52,675
Substandard		20		159		79		135		859		4,113		22,302		27,667
Total Construction and Land Development	$	61,618	$	355,636	$	518,966	$	165,509	$	25,265	$	71,465	$	107,510	$	1,305,969
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

CRE – Owner Occupied
Pass	$	34,765	$	169,044	$	251,374	$	290,094	$	256,793	$	1,195,085	$	17,632	$	2,214,787
Watch		—		5,138		5,324		1,190		3,618		58,423		1,111		74,804
Special Mention		—		570		6,066		1,788		1,661		13,985		562		24,632
Substandard		—		24,567		1,738		1,357		665		20,819		140		49,286
Total CRE – Owner Occupied	$	34,765	$	199,319	$	264,502	$	294,429	$	262,737	$	1,288,312	$	19,445	$	2,363,509
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

CRE – Non-Owner Occupied
Pass	$	71,820	$	361,994	$	631,090	$	706,424	$	815,402	$	2,122,235	$	69,106	$	4,778,071
Watch		—		—		25,029		6,835		10,891		65,084		13,303		121,142
Special Mention		—		365		4,815		4,635		8,378		30,001		—		48,194
Substandard		—		—		6,279		22,112		1,133		95,693		70		125,287
Total CRE – Non-Owner Occupied	$	71,820	$	362,359	$	667,213	$	740,006	$	835,804	$	2,313,013	$	82,479	$	5,072,694
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial & Industrial
Pass	$	269,658	$	737,413	$	495,465	$	456,317	$	242,636	$	304,032	$	956,294	$	3,461,815
Watch		—		1,396		5,663		49,212		2,388		2,451		41,322		102,432
Special Mention		—		3,622		38,201		14,793		5,663		20,090		74,518		156,887
Substandard		43		9,309		3,577		4,040		5,501		1,394		34,721		58,585
Doubtful		—		1,623		—		1,553		—		—		36,520		39,696
Total Commercial & Industrial	$	269,701	$	753,363	$	542,906	$	525,915	$	256,188	$	327,967	$	1,143,375	$	3,819,415
Current period gross write-off	$	—	$	—	$	(20)	$	—	$	—	$	—	$	(981)	$	(1,001)

Multifamily Real Estate
Pass	$	24,486	$	69,594	$	63,117	$	447,952	$	276,264	$	502,318	$	54,525	$	1,438,256
Watch		—		731		—		1,715		73,780		—		—		76,226
Special Mention		—		—		—		—		—		1,425		—		1,425
Substandard		—		—		14,163		—		—		1,477		—		15,640
Total Multifamily Real Estate	$	24,486	$	70,325	$	77,280	$	449,667	$	350,044	$	505,220	$	54,525	$	1,531,547
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Residential 1-4 Family – Commercial
Pass	$	34,503	$	46,268	$	75,413	$	113,147	$	106,794	$	314,977	$	6,767	$	697,869
Watch		—		165		881		1,270		722		7,230		102		10,370
Special Mention		—		—		—		23,211		211		1,721		—		25,143
Substandard		353		517		—		231		229		3,423		253		5,006
Total Residential 1-4 Family – Commercial	$	34,856	$	46,950	$	76,294	$	137,859	$	107,956	$	327,351	$	7,122	$	738,388
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(38)	$	—	$	(38)

Other Commercial
Pass	$	29,841	$	244,141	$	187,761	$	164,552	$	153,446	$	235,821	$	103,082	$	1,118,644
Watch		—		—		1,096		3,818		881		9,255		—		15,050
Special Mention		—		—		82		948		2,654		2,672		1,872		8,228
Substandard		—		—		1,872		5,757		561		52		99		8,341
Total Other Commercial	$	29,841	$	244,141	$	190,811	$	175,075	$	157,542	$	247,800	$	105,053	$	1,150,263
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(808)	$	—	$	(808)

Total Commercial
Pass	$	526,671	$	1,982,784	$	2,203,476	$	2,311,985	$	1,875,718	$	4,736,671	$	1,292,541	$	14,929,846
Watch		—		7,639		39,268		64,093		92,303		146,033		55,911		405,247
Special Mention		—		5,495		67,520		77,197		18,567		71,453		76,952		317,184
Substandard		416		34,552		27,708		33,632		8,948		126,971		57,585		289,812
Doubtful		—		1,623		—		1,553		—		—		36,520		39,696
Total Commercial	$	527,087	$	2,032,093	$	2,337,972	$	2,488,460	$	1,995,536	$	5,081,128	$	1,519,509	$	15,981,785
Total current period gross write-off	$	—	$	—	$	(20)	$	—	$	—	$	(846)	$	(981)	$	(1,847)

-21-

Table of Contents

The table below details the amortized cost and gross write-offs of the classes of loans within the Commercial segment by risk level and year of origination as of December 31, (dollars in thousands):


		2024
		Term Loans Amortized Cost Basis by Origination Year											Revolving
	2024		2023		2022		2021		2020		Prior		Loans		Total
Construction and Land Development
Pass	$	350,344	$	630,033	$	372,483	$	120,851	$	14,180	$	46,671	$	120,240	$	1,654,802
Watch		3		22,790		18,172		384		—		717		—		42,066
Special Mention		739		1,771		1,629		226		1,332		1,139		—		6,836
Substandard		162		80		22,237		745		1,467		2,713		—		27,404
Total Construction and Land Development	$	351,248	$	654,674	$	414,521	$	122,206	$	16,979	$	51,240	$	120,240	$	1,731,108
Current period gross write-off	$	—	$	—	$	(1,109)	$	—	$	—	$	—	$	—	$	(1,109)

CRE – Owner Occupied
Pass	$	152,865	$	243,842	$	293,260	$	262,430	$	248,187	$	1,014,962	$	27,316	$	2,242,862
Watch		4,455		1,391		1,424		1,854		2,507		35,093		79		46,803
Special Mention		1,153		6,659		1,577		2,102		2,266		11,556		2,389		27,702
Substandard		24,722		1,188		1,921		352		2,433		21,996		140		52,752
Total CRE – Owner Occupied	$	183,195	$	253,080	$	298,182	$	266,738	$	255,393	$	1,083,607	$	29,924	$	2,370,119
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(354)	$	—	$	(354)

CRE – Non-Owner Occupied
Pass	$	349,991	$	514,460	$	692,155	$	835,195	$	381,544	$	1,838,343	$	40,741	$	4,652,429
Watch		—		150		7,465		11,855		—		70,113		13,013		102,596
Special Mention		384		—		18,342		883		7,387		47,286		—		74,282
Substandard		—		12,609		—		1,130		36,796		55,677		71		106,283
Total CRE – Non-Owner Occupied	$	350,375	$	527,219	$	717,962	$	849,063	$	425,727	$	2,011,419	$	53,825	$	4,935,590
Current period gross write-off	$	—	$	—	$	—	$	—	$	(3,386)	$	—	$	—	$	(3,386)

Commercial & Industrial
Pass	$	787,683	$	593,676	$	534,064	$	300,348	$	124,214	$	227,352	$	982,085	$	3,549,422
Watch		2,458		30,428		48,661		6,980		486		2,434		24,153		115,600
Special Mention		2,289		12,328		15,458		4,001		2,183		19,125		64,204		119,588
Substandard		9,214		2,340		3,423		4,139		472		1,327		29,839		50,754
Doubtful		—		—		1,598		—		—		—		27,733		29,331
Total Commercial & Industrial	$	801,644	$	638,772	$	603,204	$	315,468	$	127,355	$	250,238	$	1,128,014	$	3,864,695
Current period gross write-off	$	—	$	(42)	$	(1,081)	$	(145)	$	(147)	$	(928)	$	(1,187)	$	(3,530)

Multifamily Real Estate
Pass	$	80,345	$	34,060	$	259,493	$	229,950	$	205,699	$	302,186	$	35,706	$	1,147,439
Watch		—		—		1,719		73,780		129		—		—		75,628
Special Mention		—		—		—		—		250		1,185		—		1,435
Substandard		—		14,210		—		—		—		1,497		—		15,707
Total Multifamily Real Estate	$	80,345	$	48,270	$	261,212	$	303,730	$	206,078	$	304,868	$	35,706	$	1,240,209
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Residential 1-4 Family – Commercial
Pass	$	49,068	$	66,307	$	115,526	$	108,751	$	79,090	$	250,273	$	9,617	$	678,632
Watch		274		504		1,277		737		730		6,571		152		10,245
Special Mention		—		—		23,435		215		331		1,500		—		25,481
Substandard		517		—		—		229		588		3,480		253		5,067
Total Residential 1-4 Family – Commercial	$	49,859	$	66,811	$	140,238	$	109,932	$	80,739	$	261,824	$	10,022	$	719,425
Current period gross write-off	$	—	$	—	$	—	$	—	$	(18)	$	—	$	—	$	(18)

Other Commercial
Pass	$	233,480	$	196,703	$	169,440	$	157,815	$	82,990	$	161,984	$	106,368	$	1,108,780
Watch		—		1,926		6,170		1,525		5,293		4,419		—		19,333
Special Mention		—		84		1,059		3,163		—		582		—		4,888
Substandard		—		1,060		3,272		—		30		2		99		4,463
Total Other Commercial	$	233,480	$	199,773	$	179,941	$	162,503	$	88,313	$	166,987	$	106,467	$	1,137,464
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(3,492)	$	—	$	(3,492)

Total Commercial
Pass	$	2,003,776	$	2,279,081	$	2,436,421	$	2,015,340	$	1,135,904	$	3,841,771	$	1,322,073	$	15,034,366
Watch		7,190		57,189		84,888		97,115		9,145		119,347		37,397		412,271
Special Mention		4,565		20,842		61,500		10,590		13,749		82,373		66,593		260,212
Substandard		34,615		31,487		30,853		6,595		41,786		86,692		30,402		262,430
Doubtful		—		—		1,598		—		—		—		27,733		29,331
Total Commercial	$	2,050,146	$	2,388,599	$	2,615,260	$	2,129,640	$	1,200,584	$	4,130,183	$	1,484,198	$	15,998,610
Total current period gross write-off	$	—	$	(42)	$	(2,190)	$	(145)	$	(3,551)	$	(4,774)	$	(1,187)	$	(11,889)

-22-

Table of Contents

Consumer Loans

For Consumer loans, the Company evaluates credit quality based on the delinquency status of the loan. The following table details the amortized cost and gross write-offs of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of March 31, (dollars in thousands):


		2025
		Term Loans Amortized Cost Basis by Origination Year											Revolving
	2025		2024		2023		2022		2021		Prior		Loans		Total
Residential 1-4 Family – Consumer
Current	$	21,210	$	132,639	$	170,395	$	275,906	$	277,866	$	383,022	$	—	$	1,261,038
30-59 Days Past Due		—		642		558		3,178		743		5,884		—		11,005
60-89 Days Past Due		—		—		—		—		—		348		—		348
90+ Days Past Due		—		—		177		310		—		706		—		1,193
Nonaccrual		—		—		494		3,120		1,461		7,867		—		12,942
Total Residential 1-4 Family – Consumer	$	21,210	$	133,281	$	171,624	$	282,514	$	280,070	$	397,827	$	—	$	1,286,526
Current period gross write-off	$	—	$	—	$	—	$	(20)	$	—	$	(17)	$	—	$	(37)

Residential 1-4 Family – Revolving
Current	$	5,166	$	15,479	$	30,812	$	43,531	$	9,849	$	4,948	$	659,082	$	768,867
30-59 Days Past Due		—		—		—		117		—		47		2,369		2,533
60-89 Days Past Due		—		—		—		—		—		—		1,137		1,137
90+ Days Past Due		—		—		274		129		—		—		1,994		2,397
Nonaccrual		—		—		138		107		—		42		3,306		3,593
Total Residential 1-4 Family – Revolving	$	5,166	$	15,479	$	31,224	$	43,884	$	9,849	$	5,037	$	667,888	$	778,527
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	(45)	$	(45)

Auto
Current	$	362	$	2,005	$	50,262	$	129,816	$	59,880	$	32,154	$	—	$	274,479
30-59 Days Past Due		—		—		419		1,824		789		630		—		3,662
60-89 Days Past Due		—		—		—		287		142		110		—		539
90+ Days Past Due		—		—		—		126		16		54		—		196
Nonaccrual		—		—		62		335		140		104		—		641
Total Auto	$	362	$	2,005	$	50,743	$	132,388	$	60,967	$	33,052	$	—	$	279,517
Current period gross write-off	$	—	$	—	$	(68)	$	(358)	$	(114)	$	(54)	$	—	$	(594)

Consumer
Current	$	3,740	$	11,841	$	6,847	$	10,452	$	6,354	$	32,167	$	28,960	$	100,361
30-59 Days Past Due		12		72		38		120		21		157		59		479
60-89 Days Past Due		—		25		55		28		5		260		11		384
90+ Days Past Due		—		2		34		40		3		—		15		94
Nonaccrual		—		—		—		10		6		—		—		16
Total Consumer	$	3,752	$	11,940	$	6,974	$	10,650	$	6,389	$	32,584	$	29,045	$	101,334
Current period gross write-off	$	—	$	(30)	$	(75)	$	(18)	$	(9)	$	(219)	$	(11)	$	(362)

Total Consumer
Current	$	30,478	$	161,964	$	258,316	$	459,705	$	353,949	$	452,291	$	688,042	$	2,404,745
30-59 Days Past Due		12		714		1,015		5,239		1,553		6,718		2,428		17,679
60-89 Days Past Due		—		25		55		315		147		718		1,148		2,408
90+ Days Past Due		—		2		485		605		19		760		2,009		3,880
Nonaccrual		—		—		694		3,572		1,607		8,013		3,306		17,192
Total Consumer	$	30,490	$	162,705	$	260,565	$	469,436	$	357,275	$	468,500	$	696,933	$	2,445,904
Total current period gross write-off	$	—	$	(30)	$	(143)	$	(396)	$	(123)	$	(290)	$	(56)	$	(1,038)

-23-

Table of Contents

The following table details the amortized cost and gross write-offs of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of December 31, (dollars in thousands):


		2024
		Term Loans Amortized Cost Basis by Origination Year											Revolving
	2024		2023		2022		2021		2020		Prior		Loans		Total
Residential 1-4 Family – Consumer
Current	$	137,808	$	171,237	$	287,376	$	277,653	$	151,177	$	241,203	$	13	$	1,266,467
30-59 Days Past Due		233		405		14		470		954		3,852		—		5,928
60-89 Days Past Due		—		28		216		5,546		—		1,600		—		7,390
90+ Days Past Due		—		150		94		—		—		1,063		—		1,307
Nonaccrual		—		505		2,953		1,109		207		7,951		—		12,725
Total Residential 1-4 Family – Consumer	$	138,041	$	172,325	$	290,653	$	284,778	$	152,338	$	255,669	$	13	$	1,293,817
Current period gross write-off	$	—	$	(76)	$	(3)	$	—	$	—	$	(142)	$	—	$	(221)

Residential 1-4 Family – Revolving
Current	$	17,522	$	33,934	$	45,558	$	10,407	$	3,578	$	1,731	$	634,744	$	747,474
30-59 Days Past Due		—		11		81		—		30		—		1,702		1,824
60-89 Days Past Due		—		—		—		—		—		—		2,110		2,110
90+ Days Past Due		—		178		130		—		—		—		1,402		1,710
Nonaccrual		—		139		112		—		45		—		3,530		3,826
Total Residential 1-4 Family – Revolving	$	17,522	$	34,262	$	45,881	$	10,407	$	3,653	$	1,731	$	643,488	$	756,944
Current period gross write-off	$	—	$	—	$	—	$	(28)	$	—	$	—	$	(189)	$	(217)

Auto
Current	$	2,251	$	55,170	$	145,517	$	68,282	$	28,923	$	11,211	$	—	$	311,354
30-59 Days Past Due		—		507		1,571		1,053		218		266		—		3,615
60-89 Days Past Due		—		97		233		87		—		39		—		456
90+ Days Past Due		—		10		149		74		31		20		—		284
Nonaccrual		—		94		305		113		118		29		—		659
Total Auto	$	2,251	$	55,878	$	147,775	$	69,609	$	29,290	$	11,565	$	—	$	316,368
Current period gross write-off	$	—	$	(243)	$	(835)	$	(335)	$	(82)	$	(75)	$	—	$	(1,570)

Consumer
Current	$	13,664	$	7,932	$	12,490	$	6,998	$	5,903	$	27,967	$	28,574	$	103,528
30-59 Days Past Due		26		73		87		9		10		542		57		804
60-89 Days Past Due		15		54		56		10		14		333		4		486
90+ Days Past Due		—		4		31		3		4		—		2		44
Nonaccrual		—		—		13		7		—		—		—		20
Total Consumer	$	13,705	$	8,063	$	12,677	$	7,027	$	5,931	$	28,842	$	28,637	$	104,882
Current period gross write-off	$	(6)	$	(206)	$	(116)	$	(31)	$	(782)	$	(756)	$	(162)	$	(2,059)

Total Consumer
Current	$	171,245	$	268,273	$	490,941	$	363,340	$	189,581	$	282,112	$	663,331	$	2,428,823
30-59 Days Past Due		259		996		1,753		1,532		1,212		4,660		1,759		12,171
60-89 Days Past Due		15		179		505		5,643		14		1,972		2,114		10,442
90+ Days Past Due		—		342		404		77		35		1,083		1,404		3,345
Nonaccrual		—		738		3,383		1,229		370		7,980		3,530		17,230
Total Consumer	$	171,519	$	270,528	$	496,986	$	371,821	$	191,212	$	297,807	$	672,138	$	2,472,011
Total current period gross write-off	$	(6)	$	(525)	$	(954)	$	(394)	$	(864)	$	(973)	$	(351)	$	(4,067)

As of March 31, 2025 and December 31, 2024, the Company did not have any material revolving loans convert to term.

-24-

Table of Contents

5. GOODWILL AND INTANGIBLE ASSETS

The Company’s intangible assets consist of core deposits, goodwill, and other intangibles arising from previous acquisitions. The Company has determined that its core deposit intangibles have finite lives and they are amortized over their estimated useful lives, which ranges from four years to ten years, using an accelerated method. Other amortizable intangible assets are being amortized over the period of expected benefit, which ranges from four years to ten years, using various methods. The Company concluded that there was no impairment to goodwill or intangible assets as of the balance sheet date. In the normal course of business, the Company routinely monitors the impact of the changes in the financial markets and includes these assessments in the Company’s impairment process.

As a result of the American National acquisition, the Company recorded goodwill totaling $288.8 million at March 31, 2025. See Note 2 “Acquisitions” in Part I, Item I of this Quarterly Report for more information on the American National acquisition.

The following table presents the Company’s goodwill and intangible assets by operating segment as of the periods ended (dollars in thousands):


	Wholesale Banking		Consumer Banking		Corporate Other		Total
March 31, 2025
Goodwill	$	850,035	$	364,018	$	—	$	1,214,053
Intangible Assets		8,410		737		70,018		79,165
December 31, 2024
Goodwill	$	850,035	$	364,018	$	—	$	1,214,053
Intangible Assets		8,714		778		75,071		84,563

Amortization expense of intangibles for the three months ended March 31, 2025 and 2024 totaled $5.4 million and $1.9 million, respectively. As of March 31, 2025, the estimated remaining amortization expense of intangibles is as follows for the years ending (dollars in thousands):


For the remaining nine months of 2025	$	14,551
2026		16,245
2027		12,936
2028		10,151
2029		7,872
Thereafter		17,410
Total estimated amortization expense	$	79,165

6. LEASES

Lessor Arrangements

The Company’s lessor arrangements consist of sales-type and direct financing leases for equipment, including vehicles and machinery, with terms ranging from 11 months to 122 months. At March 31, 2025 and December 31, 2024, the carrying value of residual assets covered by residual value guarantees and residual value insurance was $109.9 million and $102.6 million, respectively.

Total net investment in sales-type and direct financing leases are included in “Loans held for investment, net of deferred fees and costs” on the Company’s Consolidated Balance Sheets and consist of the following as of the periods ended (dollars in thousands):


	March 31, 2025		December 31, 2024
Sales-type and direct financing leases:
Lease receivables, net of unearned income and deferred selling profit	$	544,799	$	529,657
Unguaranteed residual values, net of unearned income and deferred selling profit		36,861		34,546
Total net investment in sales-type and direct financing leases	$	581,660	$	564,203

-25-

Table of Contents

Lessee Arrangements

The Company’s lessee arrangements consist of operating and finance leases; however, the majority of the leases have been classified as non-cancellable operating leases and are primarily for real estate leases with remaining lease terms of up to 15 years.

The tables below provide information about the Company’s lessee lease portfolio and other supplemental lease information for the following periods ended (dollars in thousands):


	March 31, 2025						December 31, 2024
	Operating			Finance			Operating			Finance
ROU assets	$	73,015		$	3,521		$	74,782		$	3,751
Lease liabilities		77,705			5,439			79,642			5,769
Lease Term and Discount Rate of Operating leases:
Weighted-average remaining lease term (years)		10.87			3.83			10.96			4.08
Weighted-average discount rate ⁽¹⁾		6.28	%		1.17	%		6.24	%		1.17	%

(1)	A lease implicit rate or an incremental borrowing rate is used based on information available at commencement date of lease or at remeasurement date.


	Three months ended March 31,
	2025		2024
Cash paid for amounts included in measurement of lease liabilities:
Operating Cash Flows from Finance Leases	$	16	$	20
Operating Cash Flows from Operating Leases		3,751		3,403
Financing Cash Flows from Finance Leases		330		317
ROU assets obtained in exchange for lease obligations:
Operating leases	$	688	$	1,007


	Three months ended March 31,
		2025		2024
Net Operating Lease Cost	$	3,488	$	3,102
Finance Lease Cost:
Amortization of right-of-use assets		230		230
Interest on lease liabilities		16		20
Total Lease Cost	$	3,734	$	3,352

The maturities of lessor and lessee arrangements outstanding as of March 31, 2025 are presented in the table below for the years ending (dollars in thousands):


	March 31, 2025
	Lessor		Lessee
		Sales-type and Direct Financing	Operating		Finance
For the remaining nine months of 2025	$	137,652	$	10,935	$	1,046
2026		127,419		12,484		1,427
2027		127,894		11,016		1,462
2028		92,940		9,945		1,499
2029		67,024		8,179		127
Thereafter		83,217		59,882		—
Total undiscounted cash flows		636,146		112,441		5,561
Less: Adjustments ⁽¹⁾		91,347		34,736		122
Total ⁽²⁾	$	544,799	$	77,705	$	5,439

⁽¹⁾ Lessor – unearned income and unearned guaranteed residual value; Lessee – imputed interest.

⁽²⁾ Represents lease receivables for lessor arrangements and lease liabilities for lessee arrangements.

-26-

Table of Contents

7. BORROWINGS

Short-term Borrowings

The Company classifies all borrowings that will mature within a year from the date on which the Company enters into them as short-term borrowings. Total short-term borrowings consist primarily of securities sold under agreements to repurchase, which are secured transactions with customers and generally mature the day following the date sold, advances from the FHLB, federal funds purchased (which are secured overnight borrowings from other financial institutions), and other lines of credit.

Total short-term borrowings consist of the following as of the periods ended (dollars in thousands):


		March 31,			December 31,
	2025			2024
Securities sold under agreements to repurchase	$	57,018		$	56,275
FHLB Advances		—			60,000
Total short-term borrowings	$	57,018		$	116,275

Average outstanding balance during the period	$	101,753		$	445,339
Average interest rate during the period		3.62	%		5.22	%
Average interest rate at end of period		2.87	%		3.34	%

The Company maintains federal funds lines with several correspondent banks; the available balance was $597.0 million at both March 31, 2025 and December 31, 2024. The Company also maintains an alternate line of credit at a correspondent bank, and the available balance was $25.0 million at both March 31, 2025 and December 31, 2024. Additionally, the Company had a collateral dependent line of credit with the FHLB of up to $7.3 billion at March 31, 2025 and $7.4 billion at December 31, 2024. At both March 31, 2025 and December 31, 2024, the Company’s secured line of credit capacity totaled $2.8 billion, of which $2.5 billion and $2.4 billion were available at March 31, 2025 and December 31, 2024, respectively. The Company’s borrowing capacity with the Federal Reserve Discount Window totaled $2.8 billion and $3.0 billion, none of which was used at March 31, 2025 and December 31, 2024, respectively.

Refer to Note 8 “Commitments and Contingencies” for additional information on the Company’s pledged collateral. The Company has certain restrictive covenants related to certain asset quality, capital, and profitability metrics associated with these lines and was in compliance with these covenants as of March 31, 2025 and December 31, 2024.

-27-

Table of Contents

Long-term Borrowings

Total long-term borrowings consist of the following as of March 31, 2025 (dollars in thousands):

Spread to

Principal

3-Month SOFR

Rate ⁽³⁾

Maturity

Investment ⁽⁴⁾

Trust Preferred Capital Securities

Trust Preferred Capital Note – Statutory Trust I

22,500

2.75

% ⁽¹⁾

7.30

6/17/2034

696

Trust Preferred Capital Note – Statutory Trust II

36,000

1.40

% ⁽¹⁾

5.95

6/15/2036

1,114

VFG Limited Liability Trust I Indenture

20,000

2.73

% ⁽¹⁾

7.28

3/18/2034

619

FNB Statutory Trust II Indenture

12,000

3.10

% ⁽¹⁾

7.65

6/26/2033

372

Gateway Capital Statutory Trust I

8,000

3.10

% ⁽¹⁾

7.65

9/17/2033

248

Gateway Capital Statutory Trust II

7,000

2.65

% ⁽¹⁾

7.20

6/17/2034

217

Gateway Capital Statutory Trust III

15,000

1.50

% ⁽¹⁾

6.05

5/30/2036

464

Gateway Capital Statutory Trust IV

25,000

1.55

% ⁽¹⁾

6.10

7/30/2037

774

MFC Capital Trust II

5,000

2.85

% ⁽¹⁾

7.40

1/23/2034

155

AMNB Statutory Trust I

20,000

1.35

% ⁽¹⁾

5.90

6/30/2036

619

MidCarolina Trust I

5,000

3.45

% ⁽²⁾

7.74

11/7/2032

155

MidCarolina Trust II

3,500

2.95

% ⁽²⁾

7.24

1/7/2034

109

Total Trust Preferred Capital Securities

179,000

5,542

Subordinated Debt ⁽⁵⁾

2031 Subordinated Debt

250,000

—

2.875

12/15/2031

Total Subordinated Debt ⁽⁶⁾

250,000

Fair Value Discount ⁽⁷⁾

(15,875)

Investment in Trust Preferred Capital Securities

5,542

Total Long-term Borrowings

418,667

⁽¹⁾ Three-Month Chicago Mercantile Exchange Secured Overnight Financing Rate (“SOFR”) + 0.262%.

⁽²⁾ Three-Month Chicago Mercantile Exchange SOFR.

⁽³⁾ Rate as of March 31, 2025. Calculated using non-rounded numbers.

⁽⁴⁾ Represents the junior subordinated debentures owned by the Company in trust and is reported in “Other assets” on the Company’s Consolidated Balance Sheets.

⁽⁵⁾ Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

⁽⁶⁾ Fixed-to-floating rate notes. On December 15, 2026, the interest rate changes to a floating rate of the then current Three-Month Term SOFR plus a spread of 186 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after December 15, 2026.

⁽⁷⁾ Remaining discounts of $13.8 million and $2.1 million on Trust Preferred Capital Securities and Subordinated Debt, respectively.

-28-

Table of Contents

Total long-term borrowings consist of the following as of December 31, 2024 (dollars in thousands):


			Spread to
	Principal		3-Month SOFR		Rate ⁽³⁾		Maturity	Investment ⁽⁴⁾
Trust Preferred Capital Securities
Trust Preferred Capital Note – Statutory Trust I	$	22,500	2.75	% ⁽¹⁾	7.32	%	6/17/2034	$	696
Trust Preferred Capital Note – Statutory Trust II		36,000	1.40	% ⁽¹⁾	5.97	%	6/15/2036		1,114
VFG Limited Liability Trust I Indenture		20,000	2.73	% ⁽¹⁾	7.30	%	3/18/2034		619
FNB Statutory Trust II Indenture		12,000	3.10	% ⁽¹⁾	7.67	%	6/26/2033		372
Gateway Capital Statutory Trust I		8,000	3.10	% ⁽¹⁾	7.67	%	9/17/2033		248
Gateway Capital Statutory Trust II		7,000	2.65	% ⁽¹⁾	7.22	%	6/17/2034		217
Gateway Capital Statutory Trust III		15,000	1.50	% ⁽¹⁾	6.07	%	5/30/2036		464
Gateway Capital Statutory Trust IV		25,000	1.55	% ⁽¹⁾	6.12	%	7/30/2037		774
MFC Capital Trust II		5,000	2.85	% ⁽¹⁾	7.42	%	1/23/2034		155
AMNB Statutory Trust I		20,000	1.35	% ⁽¹⁾	5.92	%	6/30/2036		619
MidCarolina Trust I		5,000	3.45	% ⁽²⁾	7.76	%	11/7/2032		155
MidCarolina Trust II		3,500	2.95	% ⁽²⁾	7.26	%	1/7/2034		109
Total Trust Preferred Capital Securities	$	179,000						$	5,542
Subordinated Debt ⁽⁵⁾
2031 Subordinated Debt		250,000	—	%	2.875	%	12/15/2031
Total Subordinated Debt ⁽⁶⁾	$	250,000
Fair Value Discount ⁽⁷⁾		(16,239)
Investment in Trust Preferred Capital Securities		5,542
Total Long-term Borrowings	$	418,303

⁽¹⁾ Three-Month Chicago Mercantile Exchange SOFR + 0.262%.

⁽²⁾ Three-Month Chicago Mercantile Exchange SOFR.

⁽³⁾ Rate as of December 31, 2024. Calculated using non-rounded numbers.

⁽⁴⁾ Represents the junior subordinated debentures owned by the Company in trust and is reported in “Other assets” on the Company’s Consolidated Balance Sheets.

⁽⁵⁾ Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

⁽⁶⁾ Fixed-to-floating rate notes. On December 15, 2026, the interest changes to a floating rate of the then current Three-Month Term SOFR plus a spread of 186 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after December 15, 2026.

⁽⁷⁾ Remaining discounts of $14.0 million and $2.2 million on Trust Preferred Capital Securities and Subordinated Debt, respectively.

As of March 31, 2025, the contractual maturities of long-term debt are as follows for the years ending (dollars in thousands):

Trust

Preferred

Total

Capital

Subordinated

Fair Value

Long-term

Notes

Debt

Discount ⁽¹⁾

Borrowings

For the remaining nine months of 2025

—

(1,116)

2026

—

(1,510)

2027

—

(1,541)

2028

—

(1,575)

2029

—

(1,606)

Thereafter

184,542

250,000

(8,527)

426,015

Total long-term borrowings

184,542

250,000

(15,875)

418,667

⁽¹⁾ Includes discount on Trust Preferred Capital Securities and Subordinated Debt.

-29-

Table of Contents

8. COMMITMENTS AND CONTINGENCIES

Litigation and Regulatory Matters

In the ordinary course of its operations, the Company and its subsidiaries are subject to loss contingencies related to legal and regulatory proceedings. The Company establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. When applicable, the Company estimates loss contingencies and whether there is an accruable probable loss. When the Company is able to estimate such losses and when it is reasonably possible that the Company could incur losses in excess of the amounts accrued, the Company discloses the aggregate estimation of such possible losses.

As previously disclosed, on February 9, 2022, pursuant to the Consumer Financial Protection Bureau’s (“CFPB”) Notice and Opportunity to Respond and Advise process, the CFPB Office of Enforcement notified the Bank that it was considering recommending that the CFPB take legal action against the Bank in connection with alleged violations of Regulation E, 12 C.F.R. § 1005.17, and the Consumer Financial Protection Act, 12 U.S.C. §§ 5531 and 5536, in connection with the Bank’s overdraft practices and policies. In March 2023, the CFPB commenced settlement discussions with the Company to resolve the matter, and on December 7, 2023, the Bank entered into a Consent Order with the CFPB to resolve the matter.

As of March 31, 2025, the Company has maintained a probable and estimable liability in connection with this matter.

Financial Instruments with Off-Balance Sheet Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized on the Company’s Consolidated Balance Sheets. The contractual amounts of these instruments reflect the extent of the Company’s involvement in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless noted otherwise, the Company does not require collateral or other security to support off-balance sheet instruments with credit risk. The Company considers credit losses related to off-balance sheet commitments by undergoing a similar process in evaluating losses for loans that are carried on the balance sheet. The Company considers historical loss and funding information, current and future economic conditions, risk ratings, and past due status among other factors in the consideration of expected credit losses in the Company’s off-balance sheet commitments to extend credit.

The Company also records an indemnification reserve based on historical statistics and loss rates related to mortgage loans previously sold, included in “Other Liabilities” on the Company’s Consolidated Balance Sheets. At March 31, 2025 and December 31, 2024, the Company’s reserve for unfunded commitments and indemnification reserve totaled $15.5 million and $15.3 million, respectively.

Commitments to extend credit are agreements to lend to customers as long as there are no violations of any conditions established in the contracts. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Letters of credit are conditional commitments issued by the Company to guarantee the performance of customers to third parties. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

-30-

Table of Contents

The following table presents the balances of commitments and contingencies as of the periods ended (dollars in thousands):


	March 31, 2025		December 31, 2024
Commitments with off-balance sheet risk:
Commitments to extend credit⁽¹⁾	$	5,745,699	$	5,987,562
Letters of credit		136,769		145,985
Total commitments with off-balance sheet risk	$	5,882,468	$	6,133,547

⁽¹⁾ Includes unfunded overdraft protection.

As of March 31, 2025, the Company had approximately $124.6 million in deposits in other financial institutions of which $103.9 million served as collateral for cash flow, fair value and loan swap derivatives. As of December 31, 2024, the Company had approximately $184.6 million in deposits in other financial institutions of which $134.7 million served as collateral for cash flow, fair value and loan swap derivatives. The Company had approximately $17.8 million and $47.2 million, respectively, in deposits in other financial institutions that were uninsured at March 31, 2025 and December 31, 2024. At least annually, the Company’s management evaluates the loss risk of its uninsured deposits in financial counterparties.

For asset/liability management purposes, the Company uses interest rate contracts to hedge various exposures or to modify the interest rate characteristics of various balance sheet accounts. For the over-the-counter derivatives cleared with the central clearinghouses, the variation margin is treated as a settlement of the related derivatives fair values. Refer to Note 9 “Derivatives” within this Item 1 of this Quarterly Report for additional information.

As part of the Company’s liquidity management strategy, the Company pledges collateral to secure various financing and other activities that occur during the normal course of business. The Company has recently increased its borrowing capacity at the FHLB and FRB since secured borrowing facilities provide the most reliable sources of funding, especially during times of market turbulence and financial distress. The following tables present the types of collateral pledged as of the periods ended (dollars in thousands):

Pledged Assets as of March 31, 2025

AFS

HTM

Cash

Securities ⁽¹⁾

Loans ⁽²⁾

Total

Public deposits

—

772,731

595,193

—

1,367,924

Repurchase agreements

—

93,558

—

93,558

FHLB advances

—

571,632

9,543

3,998,576

4,579,751

Derivatives

103,900

62,860

—

166,760

Federal Reserve Discount Window

—

4,080,175

Other purposes

—

18,041

—

18,041

Total pledged assets

103,900

1,518,822

604,736

8,078,751

10,306,209

⁽¹⁾ Balance represents market value.

⁽²⁾ Balance represents book value.

-31-

Table of Contents


	Pledged Assets as of December 31, 2024
			AFS		HTM
	Cash		Securities ⁽¹⁾		Securities ⁽¹⁾		Loans ⁽²⁾		Total
Public deposits	$	—	$	771,486	$	601,421	$	—	$	1,372,907
Repurchase agreements		—		93,667		—		—		93,667
FHLB advances		—		579,947		9,417		4,089,049		4,678,413
Derivatives		134,668		62,199		—		—		196,867
Federal Reserve Discount Window		—		—		—		4,358,701		4,358,701
Other purposes		—		18,713		—		—		18,713
Total pledged assets	$	134,668	$	1,526,012	$	610,838	$	8,447,750	$	10,719,268

⁽¹⁾ Balance represents market value.

⁽²⁾ Balance represents book value.

9. DERIVATIVES

The Company has cash flow and fair value hedges that are derivatives designated as accounting hedges. The Company also has derivatives not designated as accounting hedges that include foreign exchange contracts, interest rate contracts, and Risk Participation Agreements. The Company’s mortgage banking derivatives do not have a material impact to the Company and are not included within the derivatives disclosures noted below.

The following table summarizes key elements of the Company’s derivative instruments as of the periods ended, segregated by derivatives that are considered accounting hedges and those that are not (dollars in thousands):


	March 31, 2025						December 31, 2024
			Derivative ⁽²⁾						Derivative ⁽²⁾
	Notional or						Notional or
	Contractual						Contractual
	Amount ⁽¹⁾		Assets		Liabilities		Amount ⁽¹⁾		Assets		Liabilities
Derivatives designated as accounting hedges:
Interest rate contracts: ⁽³⁾
Cash flow hedges	$	900,000	$	865	$	3,169	$	900,000	$	—	$	6,467
Fair value hedges:
Loans		71,530		1,119		—		72,807		1,469		—
Securities		50,000		789		—		50,000		1,157		—
Derivatives not designated as accounting hedges:
Interest rate contracts⁽³⁾⁽⁴⁾		7,841,821		92,087		172,498		7,529,494		94,772		192,683
Foreign exchange contracts		17,271		23		753		12,449		47		398

Cash collateral (received)/pledged ⁽⁵⁾	$	—	$	(15,787)	$	—	$	—	$	(15,685)	$	—

⁽¹⁾Notional amounts are not recorded on the Company’s Consolidated Balance Sheets and are generally used only as a basis on which interest and other payments are determined.

⁽²⁾Balances represent fair value of derivative financial instruments.

⁽³⁾The Company’s cleared derivatives are classified as a single-unit of accounting, resulting in the fair value of the designated swap being reduced by the variation margin, which is treated as settlement of the related derivatives fair value for accounting purposes and is reported on a net basis.

⁽⁴⁾ Includes Risk Participation Agreements.

⁽⁵⁾The fair value of derivative assets and liabilities is presented on a gross basis. The Company has not applied collateral netting; as such the amounts of cash collateral received or pledged are not offset against the derivative assets and derivative liabilities in the Consolidated Balance Sheets. Cash collateral received or pledged are included in “Interest-bearing deposits in other banks” on the Company’s Consolidated Balance Sheets.

-32-

Table of Contents

The following table summarizes the carrying value of the Company’s hedged assets in fair value hedges and the associated cumulative basis adjustments included in those carrying values as of the periods ended (dollars in thousands):

March 31, 2025

December 31, 2024

Cumulative

Amount of Basis

Adjustments

Included in the

Carrying Amount

Carrying

Carrying Amount

Carrying

of Hedged

Amount of the

of Hedged

Amount of the

Assets/(Liabilities)

Hedged

Assets/(Liabilities)

Hedged

Amount ⁽¹⁾

Assets/(Liabilities)

Amount ⁽¹⁾

Assets/(Liabilities)

Line items on the Consolidated Balance Sheets in which the hedged item is included:

Securities available-for-sale ^{(1) (2)}

71,739

(777)

73,603

(1,150)

Loans⁽³⁾

71,530

(8,795)

72,807

(10,063)

⁽¹⁾These amounts include the amortized cost basis of the investment securities designated in hedging relationships for which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. The amount of the designated hedged item at March 31, 2025 and December 31, 2024 totaled $50 million.

⁽²⁾Carrying value represents amortized cost.

⁽³⁾ The fair value of the swaps associated with the derivative related to hedged items at March 31, 2025 and December 31, 2024 was an unrealized gain of $8.9 million and $10.2 million, respectively.

-33-

Table of Contents

10. STOCKHOLDERS’ EQUITY

Forward Sale Agreements

On October 21, 2024, in connection with the execution of the Sandy Spring merger agreement, the Company entered into an initial forward sale agreement with Morgan Stanley & Co. LLC (the “Forward Purchaser”) relating to an aggregate of 9,859,155 shares of the Company’s common stock. On October 21, 2024, the Company priced the public offering of shares of the Company’s common stock in connection with such forward sale agreement and entered into an underwriting agreement with Morgan Stanley & Co. LLC, as representative for the underwriters named therein, the Forward Purchaser and Morgan Stanley & Co. LLC as forward seller (the “Forward Seller”), relating to the registered public offering and sale of