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 June 30, 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 July 29, 2025 was 142,511,041.

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 June 30, 2025 (unaudited) and December 31, 2024 (audited)	2

	Consolidated Statements of Income (unaudited) for the three and six months ended June 30, 2025 and 2024	3

	Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and six months ended June 30, 2025 and 2024	4

	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the six months ended June 30, 2025 and 2024	5

	Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2025 and 2024	6

	Notes to Consolidated Financial Statements (unaudited)	8

	Report of Independent Registered Public Accounting Firm	54

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	89

Item 4.	Controls and Procedures	92

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	92

Item 1A.	Risk Factors	93

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	93

Item 5.	Other Information	93

Item 6.	Exhibits	94

	Signatures	96

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 Governors 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
CSP	–	Cary Street Partners LLC
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 JUNE 30, 2025 AND DECEMBER 31, 2024

(Dollars in thousands, except share data)


	June 30,		December 31,
	2025		2024
ASSETS		(unaudited)		(audited)
Cash and cash equivalents:
Cash and due from banks	$	337,974	$	196,435
Interest-bearing deposits in other banks		1,246,294		153,695
Federal funds sold		4,380		3,944
Total cash and cash equivalents		1,588,648		354,074
Securities available for sale, at fair value		3,809,281		2,442,166
Securities held to maturity, at carrying value		827,135		803,851
Restricted stock, at cost		140,606		102,954
Loans held for sale		32,987		9,420
Loans held for investment, net of deferred fees and costs		27,328,333		18,470,621
Less: allowance for loan and lease losses		315,574		178,644
Total loans held for investment, net		27,012,759		18,291,977
Premises and equipment, net		164,828		112,704
Goodwill		1,710,912		1,214,053
Amortizable intangibles, net		351,381		84,563
Bank owned life insurance		665,477		493,396
Other assets		985,357		676,165
Total assets	$	37,289,371	$	24,585,323
LIABILITIES
Noninterest-bearing demand deposits	$	7,039,121	$	4,277,048
Interest-bearing deposits		23,933,054		16,120,571
Total deposits		30,972,175		20,397,619
Securities sold under agreements to repurchase		127,351		56,275
Other short-term borrowings		—		60,000
Long-term borrowings		765,416		418,303
Other liabilities		591,790		510,247
Total liabilities		32,456,732		21,442,444
Commitments and contingencies (Note 8)
STOCKHOLDERS' EQUITY
Preferred stock, $10.00 par value		173		173
Common stock, $1.33 par value		188,454		118,519
Additional paid-in capital		3,876,831		2,280,547
Retained earnings		1,087,967		1,103,326
Accumulated other comprehensive loss		(320,786)		(359,686)
Total stockholders' equity		4,832,639		3,142,879
Total liabilities and stockholders' equity	$	37,289,371	$	24,585,323

Common shares outstanding		141,694,720		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.

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Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

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


	Three Months Ended				Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2025		2024		2025		2024
Interest and dividend income:
Interest and fees on loans	$	458,766	$	285,198	$	730,281	$	519,796
Interest on deposits in other banks		4,991		2,637		7,504		3,918
Interest and dividends on securities:
Taxable		38,260		24,886		61,908		43,765
Nontaxable		8,355		8,167		16,515		16,323
Total interest and dividend income		510,372		320,888		816,208		583,802
Interest expense:
Interest on deposits		171,343		122,504		286,929		224,368
Interest on short-term borrowings		4,147		8,190		5,056		16,351
Interest on long-term borrowings		13,511		5,660		18,687		10,725
Total interest expense		189,001		136,354		310,672		251,444
Net interest income		321,371		184,534		505,536		332,358
Provision for credit losses		105,707		21,751		123,345		29,989
Net interest income after provision for credit losses		215,664		162,783		382,191		302,369
Noninterest income:
Service charges on deposit accounts		12,220		9,086		21,905		17,655
Other service charges, commissions and fees		2,245		1,967		4,007		3,698
Interchange fees		3,779		3,126		6,727		5,420
Fiduciary and asset management fees		17,723		6,907		24,420		11,745
Mortgage banking income		2,821		1,193		3,794		2,060
Gain (loss) on sale of securities		16		(6,516)		(87)		(6,513)
Bank owned life insurance income		7,327		3,791		10,864		7,037
Loan-related interest rate swap fees		1,733		1,634		4,133		2,850
Other operating income		33,658		2,624		34,922		5,413
Total noninterest income		81,522		23,812		110,685		49,365
Noninterest expenses:
Salaries and benefits		109,942		68,531		185,357		130,413
Occupancy expenses		12,782		7,836		21,362		14,462
Furniture and equipment expenses		6,344		3,805		10,258		7,114
Technology and data processing		17,248		10,274		27,435		18,401
Professional services		7,808		4,377		12,494		7,458
Marketing and advertising expense		3,757		2,983		6,941		5,301
FDIC assessment premiums and other insurance		8,642		4,675		13,844		9,818
Franchise and other taxes		4,688		5,013		9,331		9,514
Loan-related expenses		1,278		1,275		2,527		2,598
Amortization of intangible assets		18,433		5,995		23,832		7,889
Merger-related costs		78,900		29,778		83,840		31,652
Other expenses		9,876		5,463		16,661		10,659
Total noninterest expenses		279,698		150,005		413,882		255,279
Income before income taxes		17,488		36,590		78,994		96,455
Income tax (benefit) expense		(2,303)		11,429		9,384		21,525
Net Income	$	19,791	$	25,161	$	69,610	$	74,930
Dividends on preferred stock		2,967		2,967		5,934		5,934
Net income available to common shareholders	$	16,824	$	22,194	$	63,676	$	68,996

Basic earnings per common share	$	0.12	$	0.25	$	0.55	$	0.84
Diluted earnings per common share	$	0.12	$	0.25	$	0.55	$	0.84
Dividends declared per common share	$	0.34	$	0.32	$	0.68	$	0.64
Basic weighted average number of common shares outstanding		141,680,472		89,768,466		115,596,296		82,482,790
Diluted weighted average number of common shares outstanding		141,738,325		89,768,466		116,056,670		82,482,921

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Dollars in thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
Net income	$	19,791	$	25,161	$	69,610	$	74,930
Other comprehensive income (loss):
Cash flow hedges:
Change in fair value of cash flow hedges (net of tax, $1,853 and $95 for the three months and $4,940 and $2,820 for the six months ended June 30, 2025 and 2024, respectively)		6,202		(357)		16,538		(10,610)
AFS securities:
Unrealized holding gains (losses) arising during period (net of tax, $2,075 and $3,433 for the three months and $6,780 and $8,883 for the six months ended June 30, 2025 and 2024, respectively)		6,946		(12,917)		22,702		(33,417)
Reclassification adjustment for (gains) losses included in net income (net of tax, $4 and $1,368 for the three months and $20 and $1,368 for the six months ended June 30, 2025 and 2024, respectively) ⁽¹⁾		(12)		5,148		67		5,145
HTM securities:
Reclassification adjustment for accretion of unrealized gains on AFS securities transferred to HTM (net of tax) ⁽²⁾		—		(3)		—		(5)
Bank owned life insurance:
Unrealized holding losses arising during the period		—		—		(10)		(16)
Reclassification adjustment for gains included in net income ⁽³⁾		(207)		(160)		(397)		(335)
Other comprehensive income (loss):		12,929		(8,289)		38,900		(39,238)
Comprehensive income	$	32,720	$	16,872	$	108,510	$	35,692

⁽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.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 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

Net Income

19,791

Other comprehensive income (net of taxes of $3,924)

12,929

Issuance of common stock in regard to acquisition (41,000,004 shares)

54,530

1,220,717

1,275,247

Dividends on common stock ($0.34 per share)

(48,492)

(48,417)

Dividends on preferred stock ($171.88 per share)

(2,967)

Issuance of common stock in regard to forward sale settlement (11,338,028 shares)

15,080

369,883

384,963

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (16,146 shares)⁽¹⁾

(2,252)

(2,231)

Stock-based compensation expense

8,108

Balance - June 30, 2025

188,454

173

3,876,831

1,087,967

(320,786)

4,832,639

⁽¹⁾ No stock options were outstanding for the year ended December 31, 2024 or the six months ended June 30, 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
Net Income								25,161				25,161
Other comprehensive loss (net of taxes of $2,161)										(8,289)		(8,289)
Issuance of common stock in regard to acquisition (14,349,239 shares)		19,052				486,694						505,746
Dividends on common stock ($0.32 per share)								(28,726)				(28,726)
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 (17,363 shares)		24				117						141
Stock-based compensation expense						3,692						3,692
Balance - June 30, 2024	$	118,475	$	173	$	2,273,312	$	1,034,313	$	(382,587)	$	3,043,686

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Dollars in thousands)


	2025		2024
Operating activities:
Net income	$	69,610	$	74,930
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		123,345		29,989
Depreciation of premises and equipment		7,785		6,288
Amortization, net		13,695		11,613
(Accretion) amortization related to acquisitions, net		(34,438)		25,913
Losses on securities sales, net		87		6,513
Gain on CRE loan sale		(15,720)		—
Gain on sale of equity interest		(14,300)		—
BOLI income		(10,864)		(7,037)
Loans held for sale:
Originations and purchases		(184,784)		(90,967)
Proceeds from sales		2,046,402		87,389
Changes in operating assets and liabilities:
Net decrease (increase) in other assets		5,864		(11,299)
Net (decrease) increase in other liabilities		(40,725)		9,319
Net cash provided by operating activities		1,965,957		142,651
Investing activities:
Securities AFS and restricted stock:
Purchases		(894,303)		(504,305)
Proceeds from sales		629,911		517,517
Proceeds from maturities, calls and paydowns		214,160		117,669
Securities HTM:
Purchases		(36,640)		—
Proceeds from maturities, calls and paydowns		10,956		24,854
Net change in other investments		29,227		(10,379)
Net increase in LHFI		(143,446)		(579,753)
Net purchases of premises and equipment		(486)		(3,094)
Proceeds from BOLI settlements		2,376		301
Proceeds from sales of foreclosed properties and former bank premises		5,435		—
Net cash received in acquisition		270,211		54,988
Net cash provided by (used in) investing activities		87,401		(382,202)
Financing activities:
Net increase (decrease) in:
Non-interest-bearing deposits		(24,946)		412,655
Interest-bearing deposits		(626,472)		185,967
Short-term borrowings		(261,096)		(229,084)
Repayments of long-term debt		(200,000)		—
Common stock:
Issuance for stock options exercised		—		227
Forward sale common stock issuance		384,963		—
Dividends paid		(84,968)		(58,687)
Vesting of restricted stock, net of shares held for taxes		(6,265)		(3,644)
Net cash (used in) provided by financing activities		(818,784)		307,434
Increase in cash and cash equivalents		1,234,574		67,883
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	$	1,588,648	$	446,014

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Dollars in thousands)


	2025		2024
Supplemental Disclosure of Cash Flow Information
Cash payments for:
Interest	$	311,469	$	242,863
Income taxes		2,719		3,278

Supplemental schedule of noncash investing and financing activities
Transfers from bank premises to foreclosed properties		—		8,553
Issuance of common stock in exchange for net assets in acquisitions		1,275,441		505,402

Transactions related to acquisitions
Assets acquired		12,988,972		2,948,016
Liabilities assumed		12,209,862		2,724,816

See accompanying notes to consolidated financial statements.

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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.

On April 1, 2025, the Company completed its acquisition of Sandy Spring Bancorp, Inc. (“Sandy Spring”). Sandy Spring’s results of operations are included in the Company’s consolidated results since the date of acquisition. On April 1, 2024, the Company completed its acquisition of American National Bankshares Inc. (“American National”). American National’s results of operations are included in the Company’s consolidated results since the date of acquisition.

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, except as discussed below. The accounting policy on acquired loans set forth below should be read in conjunction with the Company’s accounting policies for acquisition accounting and charge-offs contained in Note 1 of the Company’s 2024 Form 10-K under the headings “Acquisition Accounting” and “Nonaccruals, Past Dues and Charge-offs,” respectively, which include additional guidance on the accounting for acquired loans that have experienced a more-than insignificant amount of credit deterioration since origination (“PCD” loans).

Acquired Loans

Acquired loans are recorded at their fair value at the acquisition date without carryover of the acquiree’s previously established allowance for loan and lease losses (“ALLL”). The fair value for acquired loans is determined using a discounted cash flow analysis that considers factors including loan type, interest rate type, prepayment speeds, duration and current discount rates. During evaluation upon acquisition, acquired loans are also classified as either PCD or non-PCD. Acquired loans are subject to the Company’s ALLL policy upon acquisition.

For loans that have not experienced a more-than an insignificant amount of credit deterioration since origination, the difference between the fair value and unpaid principal balance of the loans at the acquisition date (premium or discount) is amortized or accreted into interest income over the life of the loans in accordance with Accounting Standards Codification (“ASC”) 310-20,

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Receivables – Nonrefundable Fees and Other Costs. If the acquired performing loan has revolving privileges, it is accounted for using the straight-line method; otherwise, the Company uses the effective interest rate method.

The Company records PCD loans at the amount paid and establishes an initial ALLL using the same methodology as other loans held for investment (“LHFI”). The sum of the PCD loan’s purchase price and initial ALLL becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan under ASC 310-20, Receivables – Nonrefundable Fees and Other Costs. If the loan has revolving privileges, the discount/premium is amortized/accreted using the straight-line method; otherwise, the effective interest method is used. Subsequent changes to the ALLL are recorded through provision expense.

When determining the initial ALLL on PCD loans, the Company considers charge offs necessary at acquisition to comply with the Company’s charge off policy. For PCD loans that are subject to write-off under the Company’s charge-off policy at acquisition, the initial ALLL on PCD loans is included as part of the loan balance at the time of acquisition and is immediately written off with no impact on net income. See also Note 4 “Loans and Allowance for Loan Losses” within Item 1 of this Quarterly Report for additional detail regarding the ALLL on PCD loans.

See also Note 2 “Acquisitions” within Item 1 of this Quarterly Report for additional discussion of the Company’s acquisitions.

2. ACQUISITIONS

Sandy Spring Bancorp, Inc. Acquisition

On April 1, 2025, the Company completed its previously announced acquisition of Sandy Spring, the holding company for Sandy Spring Bank, headquartered in Olney, Maryland. Under the terms of the Sandy Spring merger agreement, at the effective time of the Sandy Spring acquisition, each outstanding share of Sandy Spring common stock was converted into the right to receive 0.900 shares of the Company’s common stock, with cash paid in lieu of fractional shares, resulting in 41.0 million additional shares issued, or an aggregate transaction value of approximately $1.3 billion, based on the closing price per share of the Company’s common stock as quoted on the New York Stock Exchange (“NYSE”) on March 31, 2025, which was the last trading day prior to the consummation of the acquisition. With the acquisition of Sandy Spring, the Company acquired over 50 branches in Virginia, Maryland, and Washington D.C., enhancing the Company’s presence in Northern Virginia and Maryland.

As a result of the Sandy Spring acquisition, the Company recorded preliminary goodwill totaling $496.9 million at April 1, 2025, which reflects expected synergies and economies of scale from the acquisition, allocated between the Company’s Wholesale Banking ($387.6 million) and Consumer Banking ($109.3 million) reporting segments, which is not deductible for tax purposes. While the Company believes the information available on April 1, 2025 provided a reasonable basis for estimating fair value, the Company may obtain additional information and evidence within the one-year measurement period that could result in changes to the estimated fair value amounts and associated goodwill. Valuations subject to change include, but are not limited to: LHFI, identified intangible assets, certain deposits, certain other assets and liabilities, and related deferred and income taxes. Subsequent adjustments, if necessary, will be reflected in future filings.

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The following table provides a preliminary assessment of the consideration transferred and the fair value of the assets acquired and liabilities assumed as of the date of the Sandy Spring acquisition (dollars in thousands).


Purchase price consideration			$	1,275,969

Fair value of assets acquired:
Cash and cash equivalents	$	270,211
Securities available for sale		1,266,925
Restricted stock		68,310
Loans held for sale - commercial real estate ("CRE")		1,839,968
Loans held for sale - Non-CRE		28,822
Loans held for investment		8,630,977
Premises and equipment		59,402
Core deposit intangibles and other intangibles		290,650
Bank owned life insurance		170,482
Lease right of use assets		40,808
Other assets ⁽¹⁾		322,417
Total assets	$	12,988,972

Fair value of liabilities assumed:
Deposits	$	11,227,442
Short-term borrowings		272,201
Long-term borrowings		560,761
Lease liabilities		40,808
Other liabilities		108,650
Total liabilities	$	12,209,862

Fair value of net assets acquired			$	779,110
Goodwill			$	496,859

⁽¹⁾ Other assets include deferred tax assets, accrued interest receivable, accounts receivable, and other intangibles, as well as other miscellaneous assets acquired from Sandy Spring.

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American National Bankshares Inc. Acquisition

On April 1, 2024, the Company completed its previously announced merger with 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, 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.

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, (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

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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 pricing obtained by independent pricing services and quoted market prices.

Restricted stock: The carrying value approximates the fair value.

Loans held for sale (“LHFS”): Fair values for the Sandy Spring LHFS CRE and LHFS — non-CRE portfolios 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 American National LHFS portfolio was recorded at fair value based on quotes or bids from third parties.

Loans held for investment: 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 a reasonable estimate of fair value.

Lease Right of Use (“ROU”) assets and lease liabilities: The fair value of the lease ROU assets was measured at an amount equal to the lease liability and evaluated for favorable or unfavorable lease terms when compared with market terms on a lease-by-lease basis.

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 carrying amount on short-term borrowings was determined to approximate fair value.

Long-Term Borrowings: The fair value of long-term borrowings, including trust preferred securities and subordinated debt, were estimated using a discounted cash flow approach analysis, factoring in market terms and the structural terms of the borrowings.

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The following table presents for illustrative purposes only certain pro forma information as if the Company had acquired Sandy Spring and American National on January 1, 2024. These results combine the historical results of Sandy Spring and 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 Sandy Spring’s and 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, as a result of the acquisitions, which are not reflected in the pro forma amounts below (dollars in thousands):

Pro forma

Three Months Ended

Six Months Ended

June 30,

2025 ⁽²⁾

2024 ⁽³⁾

2025 ⁽²⁾

2024 ⁽³⁾

(unaudited)

Total revenues ⁽¹⁾

402,893

350,297

658,300

697,051

Net income available to common shareholders ⁽⁴⁾

80,173

90,663

152,657

191,671

⁽¹⁾ Includes net interest income and noninterest income.

⁽²⁾ Includes the net impact of Sandy Spring’s accretion adjustments of $21.0 million for the six months ended June 30, 2025. There were no pro forma net accretion adjustments for the three months ended June 30, 2025.

⁽³⁾Includes the net impact of Sandy Spring’s accretion adjustments of $21.4 million and $42.6 million for the three and six months ended June 30, 2024, respectively, and the net impact of American National’s accretion adjustments of $5.0 million for the six months ended June 30, 2024. There were no pro forma net accretion adjustments for American National for the three months ended June 30, 2024.

⁽⁴⁾ For the periods presented, excludes merger-related costs as noted below.

Merger-related costs, net of tax, were $63.3 million and $24.2 million, for the three months ended June 30, 2025 and 2024 and were $68.0 million and $25.8 million for the six months ended June 30, 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 and six months ended June 30, 2025, merger-related costs were related to the Sandy Spring acquisition and such costs included employee severance, other employee related costs, professional fees, and facilities related costs. All merger-related costs for the three and six months ended June 30, 2024 were related to the American National acquisition and such costs included employee severance, professional fees, system conversion, and lease and contract termination expenses.

The Company’s operating results for the three and six months ended June 30, 2025 and June 30, 2024, include the operating results of the acquired assets and assumed liabilities of Sandy Spring subsequent to the acquisition on April 1, 2025 and American National subsequent to the acquisition on April 1, 2024, respectively. Due to the merging of certain processes and the conversion of Sandy Spring’s systems that is expected to occur during the fourth quarter of 2025 and American National’s system conversion that occurred during the second quarter of 2024, historical reporting for the former Sandy Spring and American National operations is impracticable and thus disclosures of the revenue from the assets acquired and income before income taxes is impracticable for the periods subsequent to acquisition.

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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 June 30, 2025 are as follows (dollars in thousands):

Amortized

Gross Unrealized

Estimated

Cost

Gains

(Losses)

Fair Value

U.S. government and agency securities

154,536

712

(39)

155,209

Obligations of states and political subdivisions

604,663

135

(137,935)

466,863

Corporate and other bonds ⁽¹⁾

268,497

512

(7,774)

261,235

Commercial MBS

Agency

344,879

1,098

(41,908)

304,069

Non-agency

96,601

173

(2,171)

94,603

Total commercial MBS

441,480

1,271

(44,079)

398,672

Residential MBS

Agency

2,592,111

8,133

(191,707)

2,408,537

Non-agency

118,913

809

(2,866)

116,856

Total residential MBS

2,711,024

8,942

(194,573)

2,525,393

Other securities

1,909

—

1,909

Total AFS securities

4,182,109

11,572

(384,400)

3,809,281

⁽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.

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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
June 30, 2025
U.S. government and agency securities	$	61,143	$	(27)	$	969	$	(12)	$	62,112	$	(39)
Obligations of states and political subdivisions		9,218		(355)		434,111		(137,580)		443,329		(137,935)
Corporate and other bonds ⁽¹⁾		59,527		(173)		127,781		(7,601)		187,308		(7,774)
Commercial MBS
Agency		52,923		(185)		159,546		(41,723)		212,469		(41,908)
Non-agency		34,652		(193)		28,613		(1,978)		63,265		(2,171)
Total commercial MBS		87,575		(378)		188,159		(43,701)		275,734		(44,079)
Residential MBS
Agency		407,085		(2,143)		881,959		(189,564)		1,289,044		(191,707)
Non-agency		21,889		(444)		22,089		(2,422)		43,978		(2,866)
Total residential MBS		428,974		(2,587)		904,048		(191,986)		1,333,022		(194,573)
Total AFS securities	$	646,437	$	(3,520)	$	1,655,068	$	(380,880)	$	2,301,505	$	(384,400)

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 708 and 726 individual securities as of June 30, 2025 and December 31, 2024, respectively.

The Company has evaluated AFS securities in an unrealized loss position for credit related impairment at June 30, 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 June 30, 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.

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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.


	June 30, 2025				December 31, 2024
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	103,377	$	103,276	$	35,954	$	35,808
Due after one year through five years		276,513		276,961		215,517		215,513
Due after five years through ten years		545,554		527,647		286,487		271,443
Due after ten years		3,256,665		2,901,397		2,306,805		1,919,402
Total AFS securities	$	4,182,109	$	3,809,281	$	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 June 30, 2025 and December 31, 2024.

Accrued interest receivable on AFS securities totaled $14.1 million and $10.1 million at June 30, 2025 and December 31, 2024, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three and six months ended June 30, 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 June 30, 2025 are as follows (dollars in thousands):

Carrying

Gross Unrealized

Estimated

Value

Gains

(Losses)

Fair Value

Obligations of states and political subdivisions

730,121

580

(38,181)

692,520

Corporate and other bonds ⁽¹⁾

2,978

—

(47)

2,931

Commercial MBS

Agency

26,554

—

(5,763)

20,791

Non-agency

15,178

114

(568)

14,724

Total commercial MBS

41,732

114

(6,331)

35,515

Residential MBS

Agency

36,876

—

(5,152)

31,724

Non-agency

15,428

—

(193)

15,235

Total residential MBS

52,304

—

(5,345)

46,959

Total HTM securities

827,135

694

(49,904)

777,925

⁽¹⁾ Other bonds include asset-backed securities.

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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
June 30, 2025
Credit Rating:
AAA/AA/A	$	719,386	$	—	$	4,311	$	723,697
BBB/BB/B		1,133		—		—		1,133
Not Rated – Agency ⁽¹⁾		—		—		63,430		63,430
Not Rated – Non-Agency ⁽²⁾		9,602		2,978		26,295		38,875
Total	$	730,121	$	2,978	$	94,036	$	827,135
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.

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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.


	June 30, 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		18,697		19,019		18,293		18,547
Due after five years through ten years		166,642		158,677		115,243		109,358
Due after ten years		641,796		600,229		666,946		628,072
Total HTM securities	$	827,135	$	777,925	$	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 June 30, 2025 and December 31, 2024.

Accrued interest receivable on HTM securities totaled $8.8 million and $8.4 million at June 30, 2025 and December 31, 2024, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three and six months ended June 30, 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 June 30, 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 June 30, 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 June 30, 2025 and December 31, 2024. 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 June 30, 2025 and December 31, 2024. At June 30, 2025 and December 31, 2024, restricted stock consisted of FRB stock in the amount of $122.3 million and $82.9 million, respectively, and FHLB stock in the amount of $18.3 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 and six months ended June 30, (dollars in thousands):


	Three Months Ended		Six Months Ended
	2025		2025
Realized gains (losses) ⁽¹⁾:
Gross realized gains	$	16	$	30
Gross realized losses		—		(117)
Net realized gains (losses)	$	16	$	(87)
Proceeds from sales of securities	$	588,546	$	629,911


	Three Months Ended		Six Months Ended
	2024		2024
Realized gains (losses) ⁽¹⁾:
Gross realized gains	$	9	$	12
Gross realized losses		(6,525)		(6,525)
Net realized losses	$	(6,516)	$	(6,513)
Proceeds from sales of securities	$	455,574	$	517,517

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

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4. LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES

Commercial Real Estate Loan Sale

On June 26, 2025, the Company completed the sale of performing CRE loans acquired in the Sandy Spring acquisition with an unpaid principal balance of $2.0 billion, which the Company had classified as held for sale as of the April 1, 2025 acquisition date and marked to fair value at $1.8 billion. The CRE loan sale transaction generated a $15.7 million pre-tax gain, net of expenses, during the second quarter of 2025. Under the terms of the loan purchase agreement, the Company sold the loans without recourse with servicing retained. Servicing rights held by the Company are initially measured at fair value and recorded as an asset or liability and subsequently measured using the amortization method. At the time of the sale, the Company did not recognize any servicing asset or liability as the contractual servicing fees were equal to market-based adequate compensation for similar servicing.

Loans Held for Investments

The following tables exclude LHFS and include loan balances as of June 30, 2025 associated with the Sandy Spring acquisition that closed on April 1, 2025.

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):


	June 30, 2025		December 31, 2024
Construction and Land Development	$	2,444,151	$	1,731,108
CRE – Owner Occupied		3,940,371		2,370,119
CRE – Non-Owner Occupied		6,912,692		4,935,590
Multifamily Real Estate		2,083,559		1,240,209
Commercial & Industrial		5,141,691		3,864,695
Residential 1-4 Family – Commercial		1,131,288		719,425
Residential 1-4 Family – Consumer		2,746,046		1,293,817
Residential 1-4 Family – Revolving		1,154,085		756,944
Auto		245,554		316,368
Consumer		119,526		104,882
Other Commercial		1,409,370		1,137,464
Total LHFI, net of deferred fees and costs⁽¹⁾		27,328,333		18,470,621
Allowance for loan and lease losses		(315,574)		(178,644)
Total LHFI, net	$	27,012,759	$	18,291,977

⁽¹⁾Total loans included unamortized premiums and discounts, and unamortized deferred fees and costs totaling $881.8 million and $220.6 million as of June 30, 2025 and December 31, 2024, respectively.

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 and Note 2 “Acquisitions” within Item 1 of this Quarterly Report for further information about the Sandy Spring acquisition.

Accrued interest receivable on LHFI totaled $107.2 million and $73.7 million at June 30, 2025 and December 31, 2024, respectively. Accrued interest receivable write-offs were not material to the Company’s consolidated financial statements for the three and six months ended June 30, 2025 and 2024.

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The following table shows the aging of the Company’s LHFI portfolio by class at June 30, 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

2,369,804

447

189

22,807

50,904

2,444,151

CRE – Owner Occupied

3,927,968

3,933

537

1,817

6,116

3,940,371

CRE – Non-Owner Occupied

6,880,073

1,295

147

2,764

28,413

6,912,692

Multifamily Real Estate

2,080,833

410

727

—

1,589

2,083,559

Commercial & Industrial

5,087,253

4,606

2,278

2,657

44,897

5,141,691

Residential 1-4 Family – Commercial

1,119,289

3,186

552

5,561

2,700

1,131,288

Residential 1-4 Family – Consumer

2,717,186

2,125

4,559

1,487

20,689

2,746,046

Residential 1-4 Family – Revolving

1,139,915

4,270

2,094

2,460

5,346

1,154,085

Auto

240,425

3,735

718

150

526

245,554

Consumer

118,766

274

387

119,526

Other Commercial

1,406,466

1,440

1,415

1,409,370

Total LHFI, net of deferred fees and costs

27,087,978

24,300

13,628

39,812

162,615

27,328,333

% of total loans

99.11

0.09

0.05

0.15

0.60

100.00

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 ALLL, a component of the ACL as of the periods ended (dollars in thousands):

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	June 30,		December 31,
	2025		2024
Construction and Land Development	$	13,660	$	—
Commercial Real Estate - Owner Occupied		2,526		—
Commercial Real Estate - Non-Owner Occupied		26,371		2,510
Multifamily Real Estate		1,472		—
Commercial & Industrial		1,847		—
Residential 1-4 Family - Commercial		627		—
Other Commercial		1,317		—
Total LHFI, net of deferred fees and costs	$	47,820	$	2,510

The increase in the amortized cost basis of loans on nonaccrual status with no related allowance for ALLL was primarily due to PCD loans acquired from Sandy Spring, which were nonperforming at the time of acquisition and were recorded at their amortized cost basis in accordance with ASC 326, Financial Instruments – Credit Losses. There was no interest income recognized on nonaccrual loans during the three and six months ended June 30, 2025 and 2024.

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Troubled Loan Modifications (“TLMs”)

The following tables present the amortized cost basis of loan modifications to borrowers experiencing financial difficulty for the three and six months ended June 30, (dollars in thousands):

Three Months Ended

Six Months Ended

2025

Amortized Cost

% of Total Class of Financing Receivable

Amortized Cost

% of Total Class of Financing Receivable

Other-Than-Insignificant Payment Delay

Commercial and Industrial

7,584

0.15

7,584

0.15

CRE – Non-Owner Occupied

3,780

0.05

3,780

0.05

Total Other-Than-Insignificant Payment Delay

11,364

Term Extension

CRE – Owner Occupied

1,244

0.03

1,546

0.04

Residential 1-4 Family – Commercial

4,586

0.41

4,918

0.43

Residential 1-4 Family – Consumer

196

0.01

395

0.01

Total Term Extension

6,026

6,859

Combination - Other-Than-Insignificant Payment Delay and Term Extension

Commercial and Industrial

—

478

0.01

Total Principal Forgiveness

—

478

Combination - Term Extension and Interest Rate Reduction

Residential 1-4 Family - Consumer

701

0.03

1,531

0.06

Total Combination - Term Extension and Interest Rate Reduction

701

1,531

Total

18,091

20,232


	Three Months Ended				Six Months Ended
	2024				2024
	Amortized Cost		% of Total Class of Financing Receivable		Amortized Cost		% of Total Class of Financing Receivable
Combination - Other-Than-Insignificant Payment Delay and Term Extension
Commercial and Industrial	$	1,153	0.03	%	$	1,153	0.03	%
CRE – Non-Owner Occupied		22,351	0.46	%		22,351	0.46	%
Total Combination - Other-Than-Insignificant Payment Delay and Term Extension	$	23,504			$	23,504

Combination - Term Extension and Interest Rate Reduction
Residential 1-4 Family – Consumer	$	210	0.02	%	$	386	0.03	%
Total Combination - Term Extension and Interest Rate Reduction	$	210			$	386

Combination - Interest Rate Reduction, Term Extension and Other-Than-Insignificant Payment Delay
Commercial and Industrial	$	206	0.01	%	$	206	0.01	%
Total Combination - Interest Rate Reduction, Term Extension and Other-Than-Insignificant Payment Delay	$	206			$	206

Total	$	23,920			$	24,096

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The following table describes the financial effects of TLMs on a weighted average basis for TLMs within that loan type for the three and six months ended June 30,:


Three Months Ended
2025

Term Extension
Loan Type				Financial Effect
CRE – Owner Occupied				Added a weighted-average 0.5 years to the life of loans.
Residential 1-4 Family - Commercial				Added a weighted-average 0.8 years to the life of loans.

Six Months Ended
2025

Term Extension
Loan Type				Financial Effect
CRE – Owner Occupied				Added a weighted-average 0.5 years to the life of loans.
Residential 1-4 Family - Commercial				Added a weighted-average 0.8 years to the life of loans.

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%.


Three Months Ended
2024

Combination - Other-Than-Insignificant Payment Delay and Term Extension
Loan Type				Financial Effect
Commercial and Industrial				Added a weighted-average 1.0 years to the life of loans.
CRE – Non-Owner Occupied				Added a weighted-average 1.6 years to the life of loans.

Six Months Ended
2024

Combination - Other-Than-Insignificant Payment Delay and Term Extension
Loan Type				Financial Effect
Commercial and Industrial				Added a weighted-average 1.0 years to the life of loans.
CRE – Non-Owner Occupied				Added a weighted-average 1.6 years to the life of loans.

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 and six months ended June 30, 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 and six months ended June 30, 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 June 30, 2025 and December 31, 2024, there were no material unfunded commitments on loans modified and designated as TLMs.

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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 and six months ended June 30, (dollars in thousands):

Three Months Ended

Six Months Ended

2025

Commercial

Consumer

Total

Commercial

Consumer

Total

Balance at beginning of period

162,908

30,888

193,796

148,887

29,757

178,644

Initial allowance on Sandy Spring PCD loans⁽¹⁾

21,255

7,010

28,265

21,255

7,010

28,265

Loans charged-off ⁽¹⁾

(1,534)

(1,045)

(2,579)

(3,382)

(2,082)

(5,464)

Recoveries credited to allowance

1,545

368

1,913

1,775

745

2,520

Initial Provision - Sandy Spring non-PCD loans

64,740

24,798

89,538

64,740

24,798

89,538

Provision charged to operations

8,489

(3,848)

4,641

24,128

(2,057)

22,071

Balance at end of period

257,403

58,171

315,574

257,403

58,171

315,574

⁽¹⁾ In accordance with GAAP, amounts exclude $34.5 million charged-off at acquisition related to certain PCD loans that met the Company’s charge-off policy at the time of acquisition.


	Three Months Ended						Six Months Ended
	2024						2024
	Commercial		Consumer		Total		Commercial		Consumer		Total
Balance at beginning of period	$	110,528	$	25,662	$	136,190	$	105,896	$	26,286	$	132,182
Initial allowance on American National PCD loans		2,609		1,287		3,896		2,609		1,287		3,896
Loans charged-off		(2,094)		(994)		(3,088)		(7,033)		(1,949)		(8,982)
Recoveries credited to allowance		1,057		291		1,348		1,590		735		2,325
Initial Provision - American National non-PCD loans		11,213		2,016		13,229		11,213		2,016		13,229
Provision charged to operations		7,826		(1,270)		6,556		16,864		(1,383)		15,481
Balance at end of period	$	131,139	$	26,992	$	158,131	$	131,139	$	26,992	$	158,131

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The following table presents additional information related to the acquired Sandy Spring loan portfolio at the acquisition date, including the initial ACL at acquisition on the PCD loans (dollars in thousands):


PCD Loans:
Book value of acquired loans at acquisition	$	1,741,713
Initial ACL at acquisition ⁽¹⁾		(28,265)
Non-credit discount at acquisition		(162,140)
Purchase Price	$	1,551,308

Non-PCD Loans:
Fair Value	$	7,077,565
Gross contractual amounts receivable		10,502,561
Estimate of contractual cash flows not expected to be collected		130,113

⁽¹⁾ In accordance with GAAP, the initial ACL recognized on Sandy Spring PCD loans excludes $34.5 million charged-off at acquisition related to certain PCD loans that met the Company’s charge-off policy at the time of acquisition.

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.

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.

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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 June 30, (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	$	225,436	$	551,431	$	551,318	$	299,196	$	56,663	$	80,624	$	305,629	$	2,070,297
Watch		1,597		1,923		39,807		30,737		1,772		3,040		20,014		98,890
Special Mention		—		1,164		368		27,711		36,583		23,510		—		89,336
Substandard		178		1,152		17,232		56,923		35,300		8,804		66,039		185,628
Total Construction and Land Development	$	227,211	$	555,670	$	608,725	$	414,567	$	130,318	$	115,978	$	391,682	$	2,444,151
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(2)	$	—	$	(2)

CRE – Owner Occupied
Pass	$	128,209	$	292,157	$	311,990	$	503,616	$	416,240	$	1,857,499	$	68,612	$	3,578,323
Watch		2,950		18,154		19,948		11,948		6,042		67,900		1,425		128,367
Special Mention		4,331		6,843		12,752		12,822		6,681		67,485		1,023		111,937
Substandard		250		25,983		4,269		3,667		18,012		69,289		140		121,610
Doubtful		—		—		—		—		—		134		—		134
Total CRE – Owner Occupied	$	135,740	$	343,137	$	348,959	$	532,053	$	446,975	$	2,062,307	$	71,200	$	3,940,371
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

CRE – Non-Owner Occupied
Pass	$	204,804	$	394,423	$	688,548	$	1,065,647	$	953,313	$	3,011,228	$	79,219	$	6,397,182
Watch		83		559		14,751		13,602		18,106		63,846		23,569		134,516
Special Mention		—		1,376		24,608		3,825		45,127		103,542		—		178,478
Substandard		—		—		6,273		34,437		1,136		160,602		68		202,516
Total CRE – Non-Owner Occupied	$	204,887	$	396,358	$	734,180	$	1,117,511	$	1,017,682	$	3,339,218	$	102,856	$	6,912,692
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial & Industrial
Pass	$	646,576	$	870,231	$	510,026	$	585,711	$	298,513	$	440,328	$	1,193,282	$	4,544,667
Watch		7,534		32,031		33,905		66,109		11,600		22,769		73,184		247,132
Special Mention		1,122		19,025		22,301		17,486		4,677		7,976		104,892		177,479
Substandard		718		12,196		23,092		24,928		9,392		4,855		56,910		132,091
Doubtful		3		1,580		—		1,465		—		—		37,274		40,322
Total Commercial & Industrial	$	655,953	$	935,063	$	589,324	$	695,699	$	324,182	$	475,928	$	1,465,542	$	5,141,691
Current period gross write-off	$	—	$	—	$	(20)	$	(89)	$	—	$	(90)	$	(1,376)	$	(1,575)

Multifamily Real Estate
Pass	$	88,863	$	71,030	$	150,308	$	455,292	$	309,798	$	653,059	$	58,237	$	1,786,587
Watch		—		—		—		23,428		70,073		3,796		1,309		98,606
Special Mention		—		673		—		1,554		28,173		15,196		—		45,596
Substandard		—		727		14,120		36,414		25,740		75,769		—		152,770
Total Multifamily Real Estate	$	88,863	$	72,430	$	164,428	$	516,688	$	433,784	$	747,820	$	59,546	$	2,083,559
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Residential 1-4 Family – Commercial
Pass	$	56,648	$	57,331	$	90,626	$	191,250	$	164,061	$	461,988	$	3,493	$	1,025,397
Watch		525		1,400		757		4,785		933		17,472		2,709		28,581
Special Mention		34		358		—		23,510		18,449		13,543		—		55,894
Substandard		350		505		—		432		4,454		15,422		253		21,416
Total Residential 1-4 Family – Commercial	$	57,557	$	59,594	$	91,383	$	219,977	$	187,897	$	508,425	$	6,455	$	1,131,288
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(37)	$	—	$	(37)

Other Commercial
Pass	$	122,642	$	228,333	$	184,743	$	164,389	$	178,632	$	221,699	$	258,241	$	1,358,679
Watch		—		—		129		17,466		840		10,521		11		28,967
Special Mention		—		348		79		—		—		6,261		2,000		8,688
Substandard		—		—		2,419		6,483		2,668		1,367		99		13,036
Total Other Commercial	$	122,642	$	228,681	$	187,370	$	188,338	$	182,140	$	239,848	$	260,351	$	1,409,370
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(1,768)	$	—	$	(1,768)

Total Commercial
Pass	$	1,473,178	$	2,464,936	$	2,487,559	$	3,265,101	$	2,377,220	$	6,726,425	$	1,966,713	$	20,761,132
Watch		12,689		54,067		109,297		168,075		109,366		189,344		122,221		765,059
Special Mention		5,487		29,787		60,108		86,908		139,690		237,513		107,915		667,408
Substandard		1,496		40,563		67,405		163,284		96,702		336,108		123,509		829,067
Doubtful		3		1,580		—		1,465		—		134		37,274		40,456
Total Commercial	$	1,492,853	$	2,590,933	$	2,724,369	$	3,684,833	$	2,722,978	$	7,489,524	$	2,357,632	$	23,063,122
Total current period gross write-off	$	—	$	—	$	(20)	$	(89)	$	—	$	(1,897)	$	(1,376)	$	(3,382)

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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)

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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 June 30, (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	$	148,653	$	188,702	$	222,596	$	710,204	$	616,934	$	814,286	$	15,811	$	2,717,186
30-59 Days Past Due		—		36		46		280		35		1,665		63		2,125
60-89 Days Past Due		101		—		494		680		122		3,120		42		4,559
90+ Days Past Due		—		—		128		194		—		1,165		—		1,487
Nonaccrual		—		—		692		3,777		2,670		13,550		—		20,689
Total Residential 1-4 Family – Consumer	$	148,754	$	188,738	$	223,956	$	715,135	$	619,761	$	833,786	$	15,916	$	2,746,046
Current period gross write-off	$	—	$	—	$	—	$	(105)	$	—	$	(26)	$	—	$	(131)

Residential 1-4 Family – Revolving
Current	$	12,087	$	14,468	$	27,760	$	43,324	$	10,309	$	9,329	$	1,022,638	$	1,139,915
30-59 Days Past Due		—		—		55		29		56		102		4,028		4,270
60-89 Days Past Due		—		—		—		55		—		64		1,975		2,094
90+ Days Past Due		—		—		274		128		—		47		2,011		2,460
Nonaccrual		—		—		302		154		36		933		3,921		5,346
Total Residential 1-4 Family – Revolving	$	12,087	$	14,468	$	28,391	$	43,690	$	10,401	$	10,475	$	1,034,573	$	1,154,085
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	(45)	$	(45)

Auto
Current	$	1,128	$	2,236	$	45,681	$	115,075	$	51,212	$	25,093	$	—	$	240,425
30-59 Days Past Due		82		2		549		1,673		876		553		—		3,735
60-89 Days Past Due		1		1		199		243		175		99		—		718
90+ Days Past Due		—		—		79		24		22		25		—		150
Nonaccrual		—		—		40		306		77		103		—		526
Total Auto	$	1,211	$	2,239	$	46,548	$	117,321	$	52,362	$	25,873	$	—	$	245,554
Current period gross write-off	$	—	$	—	$	(135)	$	(632)	$	(156)	$	(92)	$	—	$	(1,015)

Consumer
Current	$	8,258	$	11,403	$	6,377	$	8,760	$	5,819	$	30,560	$	47,589	$	118,766
30-59 Days Past Due		4		26		45		40		—		78		81		274
60-89 Days Past Due		4		15		38		24		10		264		32		387
90+ Days Past Due		—		38		7		11		20		—		3		79
Nonaccrual		—		4		—		10		6		—		—		20
Total Consumer	$	8,266	$	11,486	$	6,467	$	8,845	$	5,855	$	30,902	$	47,705	$	119,526
Current period gross write-off	$	(5)	$	(81)	$	(180)	$	(20)	$	(27)	$	(531)	$	(47)	$	(891)

Total Consumer
Current	$	170,126	$	216,809	$	302,414	$	877,363	$	684,274	$	879,268	$	1,086,038	$	4,216,292
30-59 Days Past Due		86		64		695		2,022		967		2,398		4,172		10,404
60-89 Days Past Due		106		16		731		1,002		307		3,547		2,049		7,758
90+ Days Past Due		—		38		488		357		42		1,237		2,014		4,176
Nonaccrual		—		4		1,034		4,247		2,789		14,586		3,921		26,581
Total Consumer	$	170,318	$	216,931	$	305,362	$	884,991	$	688,379	$	901,036	$	1,098,194	$	4,265,211
Total current period gross write-off	$	(5)	$	(81)	$	(315)	$	(757)	$	(183)	$	(649)	$	(92)	$	(2,082)

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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 June 30, 2025 and December 31, 2024, the Company did not have any material revolving loans convert to term.

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Table of Contents

5. GOODWILL AND INTANGIBLE ASSETS

The Company’s intangible assets consist of core deposits, goodwill, and other intangibles arising from 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 five months to 16 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 Sandy Spring acquisition, the Company recorded initial goodwill totaling $496.9 million at April 1, 2025. As a result of the Company’s acquisition of American National on April 1, 2024, the Company recorded goodwill totaling $288.8 million. See Note 2 “Acquisitions” in Part I, Item I of this Quarterly Report for more information on the Sandy Spring and American National acquisitions.

The following table provides information on the significant components of goodwill and other acquired intangible assets as of the periods ended (dollars in thousands):

Gross

Additions:

Net

Carrying

Sandy Spring

Accumulated

Carrying

Value

Acquisition

Amortization

Value

June 30, 2025

Goodwill

1,214,053

496,859

—

1,710,912

CDIs

159,901

243,351

(106,502)

296,750

Other amortizable intangibles

14,254

47,299

(6,922)

54,631

Gross

Additions:

Net

Carrying

American National

Accumulated

Carrying

Value

Acquisition

Amortization

Value

December 31, 2024

Goodwill

925,211

288,842

—

1,214,053

CDIs

85,491

74,410

(85,768)

74,133

Other amortizable intangibles

3,977

10,277

(3,824)

10,430

The following t