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, 2026

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 28, 2026 was 143,115,672.

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, 2026 (unaudited) and December 31, 2025 (audited)	2

	Consolidated Statements of Income (unaudited) for the three months ended March 31, 2026 and March 31, 2025	3

	Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three months ended March 31, 2026 and March 31, 2025	4

	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three months ended March 31, 2026 and March 31, 2025	5

	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2026 and March 31, 2025	6

	Notes to the Consolidated Financial Statements (unaudited)	8

	Report of Independent Registered Public Accounting Firm	52

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	53

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	84

Item 4.	Controls and Procedures	87

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	87

Item 1A.	Risk Factors	87

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	88

Item 5.	Other Information	88

Item 6.	Exhibits	89

	Signatures	90

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 thousand 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.”

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
CDI	–	Core deposit intangible
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, net of unearned income
LHFS	–	Loans held for sale
MBS	–	Mortgage-Backed Securities
NDFI	–	Non-depository financial institutions
NPA	–	Nonperforming assets
NYSE	–	New York Stock Exchange
PCD	–	Purchased credit deteriorated
RUC	–	Reserve for unfunded commitments
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, 2026 AND DECEMBER 31, 2025

(Dollars in thousands, except share data)


	March 31,		December 31,
	2026		2025
ASSETS		(unaudited)		(audited)
Cash and cash equivalents:
Cash and due from banks	$	451,370	$	234,257
Interest-bearing deposits in other banks		321,302		706,014
Federal funds sold		7,456		26,191
Total cash and cash equivalents		780,128		966,462
Securities available for sale, at fair value		4,011,410		4,194,301
Securities held to maturity, at carrying value		870,288		884,216
Restricted stock, at cost		177,513		190,200
Loans held for sale		20,776		18,486
Loans held for investment, net of unearned income		27,946,424		27,796,167
Less: allowance for loan and lease losses		291,100		295,108
Total loans held for investment, net		27,655,324		27,501,059
Premises and equipment, net		162,549		166,752
Goodwill		1,754,875		1,733,287
Amortizable intangibles, net		300,099		315,544
Bank owned life insurance		675,816		672,890
Other assets		906,233		942,557
Total assets	$	37,315,011	$	37,585,754
LIABILITIES
Noninterest-bearing demand deposits	$	6,843,726	$	6,844,629
Interest-bearing deposits		23,547,530		23,627,007
Total deposits		30,391,256		30,471,636
Securities sold under agreements to repurchase		144,605		75,432
Other short-term borrowings		385,000		650,000
Long-term borrowings		774,982		771,860
Other liabilities		566,852		610,428
Total liabilities		32,262,695		32,579,356
Commitments and contingencies (Note 8)
STOCKHOLDERS' EQUITY
Preferred stock, $10.00 par value		173		173
Common stock, $1.33 par value		188,940		188,563
Additional paid-in capital		3,890,335		3,888,841
Retained earnings		1,251,356		1,184,908
Accumulated other comprehensive loss		(278,488)		(256,087)
Total stockholders' equity		5,052,316		5,006,398
Total liabilities and stockholders' equity	$	37,315,011	$	37,585,754

Common shares issued and outstanding		142,060,496		141,776,886
Common shares authorized		200,000,000		200,000,000
Preferred shares issued and outstanding		17,250		17,250
Preferred shares authorized		500,000		500,000

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025

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


	Three Months Ended
	March 31,		March 31,
	2026		2025
Interest and dividend income:
Interest and fees on loans	$	419,628	$	271,515
Interest on deposits in other banks		2,146		2,513
Interest and dividends on securities:
Taxable		41,008		23,648
Nontaxable		8,953		8,160
Total interest and dividend income		471,735		305,836
Interest expense:
Interest on deposits		141,779		115,587
Interest on short-term borrowings		5,227		909
Interest on long-term borrowings		12,356		5,176
Total interest expense		159,362		121,672
Net interest income		312,373		184,164
Provision for credit losses		2,737		17,638
Net interest income after provision for credit losses		309,636		166,526
Noninterest income:
Service charges on deposit accounts		12,116		9,683
Other service charges, commissions and fees		1,938		1,762
Interchange fees		3,326		2,949
Fiduciary and asset management fees		20,178		6,697
Mortgage banking income		2,026		973
Bank owned life insurance income		5,200		3,537
Loan-related interest rate swap fees		3,975		2,400
Other operating income		6,024		1,162
Total noninterest income		54,783		29,163
Noninterest expenses:
Salaries and benefits		113,413		75,415
Occupancy expenses		13,202		8,580
Furniture and equipment expenses		5,555		3,914
Technology and data processing		15,602		10,188
Professional services		5,768		4,687
Marketing and advertising expense		7,328		3,184
FDIC assessment premiums and other insurance		6,846		5,201
Franchise and other taxes		4,705		4,643
Loan-related expenses		2,851		1,249
Amortization of intangible assets		15,446		5,398
Merger-related costs		9,034		4,940
Other expenses		10,060		6,785
Total noninterest expenses		209,810		134,184
Income before income taxes		154,609		61,505
Income tax expense		32,444		11,687
Net Income	$	122,165	$	49,818
Dividends on preferred stock		2,967		2,967
Net income available to common shareholders	$	119,198	$	46,851

Basic earnings per common share	$	0.84	$	0.53
Diluted earnings per common share	$	0.84	$	0.52
Dividends declared per common share	$	0.37	$	0.34
Basic weighted average number of common shares outstanding		141,901,606		89,222,296
Diluted weighted average number of common shares outstanding		142,280,978		90,072,795

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 MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025

(Dollars in thousands)


		Three Months Ended
		March 31,
		2026			2025
Net income		$	122,165		$	49,818
Other comprehensive income:
Cash flow hedges:
Change in fair value of cash flow hedges (net of tax, $594 and $2,747 for the three months ended March 31, 2026 and March 31, 2025, respectively)			(1,982)			10,336
AFS securities:
Unrealized holding (losses) gains arising during period (net of tax, $5,833 and $4,188 for the three months ended March 31, 2026 and March 31, 2025, respectively)			(20,538)			15,754
Reclassification adjustment for (gains) losses included in net income (net of tax, $1 and $21 for the three months ended March 31, 2026 and March 31, 2025, respectively) ⁽¹⁾			(1)			81
Bank owned life insurance:
Unrealized holding gains (losses) arising during the period			323			(10)
Reclassification adjustment for gains included in net income ⁽²⁾			(203)			(190)
Other comprehensive (loss) income:			(22,401)			25,971
Comprehensive income		$	99,764		$	75,789

⁽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⁾ Reclassifications into 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)

THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025

(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, 2025

188,563

173

3,888,841

1,184,908

(256,087)

5,006,398

Net Income

122,165

Other comprehensive loss (net of taxes of $6,428)

(22,401)

Dividends on common stock ($0.37 per share)

(52,750)

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 (283,610 shares)

377

(5,302)

(4,925)

Stock-based compensation expense

6,796

Balance - March 31, 2026

188,940

173

3,890,335

1,251,356

(278,488)

5,052,316


									Accumulated
					Additional				Other
	Common		Preferred		Paid-In		Retained		Comprehensive
	Stock		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				49,818
Other comprehensive income (net of taxes of $6,957)										25,971		25,971
Dividends on common stock ($0.34 per share)								(30,542)				(30,542)
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 (228,311 shares)		304				(3,698)						(3,394)
Stock-based compensation expense						3,451						3,451
Balance - March 31, 2025	$	118,823	$	173	$	2,280,300	$	1,119,635	$	(333,715)	$	3,185,216

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025

(Dollars in thousands)


		2026			2025
Operating activities:
Net income		$	122,165		$	49,818
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses			2,737			17,638
Depreciation of premises and equipment			4,917			3,168
Amortization, net			6,218			6,160
Accretion related to acquisitions, net			(17,758)			(7,155)
BOLI income			(5,200)			(3,537)
Loans held for sale:
Originations and purchases			(90,346)			(44,255)
Proceeds from sales			87,420			43,803
Changes in operating assets and liabilities:
Net decrease in other assets			50,837			17,141
Net decrease in other liabilities			(33,662)			(20,749)
Net cash provided by operating activities			127,328			62,032
Investing activities:
Securities AFS and restricted stock:
Purchases			(121,441)			(131,017)
Proceeds from sales			80,140			41,366
Proceeds from maturities, calls and paydowns			214,320			72,477
Securities HTM:
Purchases			—			(25,436)
Proceeds from maturities, calls and paydowns			12,668			7,036
Net change in other investments			(9,342)			(6,694)
Net (increase) decrease in LHFI			(146,632)			53,435
Net purchases of premises and equipment			(7,019)			(2,398)
Proceeds from BOLI settlements			492			—
Proceeds from sales of foreclosed properties and former bank premises			—			874
Net cash provided by investing activities			23,186			9,643
Financing activities:
Net increase (decrease) in:
Non-interest-bearing deposits			(903)			194,125
Interest-bearing deposits			(79,111)			(89,286)
Short-term borrowings			(195,827)			(59,257)
Dividends paid			(55,717)			(33,509)
Vesting of restricted stock, net of shares held for taxes			(5,290)			(3,684)
Net cash (used in) provided by financing activities			(336,848)			8,389
(Decrease) increase in cash and cash equivalents			(186,334)			80,064
Cash, cash equivalents and restricted cash at beginning of the period			966,462			354,074
Cash, cash equivalents and restricted cash at end of the period		$	780,128		$	434,138

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025

(Dollars in thousands)


		2026			2025
Supplemental Disclosure of Cash Flow Information
Cash payments (refunds) for:
Interest		$	156,358		$	119,161
Income taxes			(6,218)			697

Supplemental schedule of noncash investing and financing activities
Transfers from bank premises to other real estate owned			6,235			—

See accompanying notes to consolidated financial statements.

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ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025

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 Atlantic Union Equipment Finance, Inc., AUB Investments, Inc., and Atlantic Union Capital Markets, 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 loan and lease losses (“ALLL”), the fair value of financial instruments, valuation of deferred tax assets, and valuation of acquired assets and liabilities. 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.

Effective January 1, 2026, the Company made certain changes to its allowance methodology as part of the continued enhancement of its credit modeling practices, resulting in more dynamic and precise modeling that allows for more granularity in the monitoring of our expected credit losses. As a result of this change, the Company moved from two loan portfolio segments (Commercial and Consumer) to three portfolio segments (Commercial Real Estate (“CRE”), Commercial and Industrial, and Consumer), by reorganizing the former Commercial segment into the CRE and Commercial and Industrial segments, with no changes made to the Consumer segment. These changes were accounted for prospectively as a change in accounting estimate, did not have a material impact on the Company’s consolidated financial statements, and resulted in no changes to previously reported values. For more information on this change in estimate, see the Company’s allowance for credit losses (“ACL”) and loans held for investment (“LHFI”) accounting policies described below. For information regarding the Company’s collectively assessed prior allowance methodology, as well as the Company’s reserve for unfunded commitments (“RUC”) and the allowance for credit losses on securities policies, see Note 1 “Summary of Significant Accounting Policies” in the “Notes to Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2025 Form 10-K.

Allowance for Credit Losses

The ACL primarily consists of the ALLL, RUC, and the allowance for credit losses on securities. The Company’s ACL is governed by the Company’s Allowance Committee, which reports to the Audit Committee and contains representatives from the Company’s finance, credit, and risk teams, and is responsible for approving the Company’s estimate of expected credit losses and resulting ACL. The Allowance Committee considers the quantitative model results and qualitative factors when approving the final ACL. The Company’s ACL model is subject to the Company’s model risk management program, which is overseen by the Operational Risk Committee that reports to the Company’s Executive Risk Committee and Board Risk Committee. The ALLL includes qualitative adjustments to capture the impact of factors or uncertainties not reflected in the quantitative model. These adjustments are comprised of relevant internal and external factors within the qualitative framework that adheres to the Interagency Policy Statement on Allowances for Credit Losses.

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Allowance for Loan and Lease Losses: The ALLL is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Changes in the ALLL are recorded as a provision for loan losses to bring the ALLL to an estimated balance that management considers appropriate to absorb expected credit losses over the expected contractual life of the loan portfolio. Loans are charged off against the ALLL when management believes the amount is no longer collectible based on an evaluation of the borrower’s financial condition, repayment capacity, collateral values, and other observable factors affecting collectability. Subsequent recoveries of previously charged off amounts are recorded as increases to the ALLL; however, expected recoveries are not to exceed the aggregate of amounts previously charged off.

Determining the Contractual Term – Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless the extensions or renewal options are included in the original or modified contract at the reporting date and are not unconditionally legally cancelable by the Company.

The Company’s ALLL measures the expected lifetime loss using both pooled and loan-level assumptions for financial assets that share common risk characteristics and evaluates an individual reserve in instances where the financial assets do not share the same risk characteristics.

Collectively Assessed Reserve Consideration – Loans that share common risk characteristics are considered collectively assessed. Loss estimates within the collectively assessed population are based on a combination of pooled assumptions and loan-level characteristics.

Effective January 1, 2026, the Company now uses either a loan-level probability of default/loss given default methodology or a segment level loss rate model for its loan portfolio. The ALLL is estimated using quantitative methods that consider a variety of factors from both internal and external sources at the loan, portfolio, and macroeconomic environment levels. The Company’s quantitative models consider various macroeconomic variables including the unemployment rate, gross domestic product, home price index, and others for a reasonable and supportable forecast period. The ALLL quantitative estimate is sensitive to changes in the macroeconomic variable forecasts during the reasonable and supportable period.

The estimated loan losses that are forecasted using the methodology described above are then adjusted for changes in qualitative factors not inherently considered in the quantitative analysis. The qualitative factors include, among others, credit concentrations of the loan portfolio, economic uncertainty, model imprecision, and factors related to credit administration.

Because current economic conditions and forecasts can change and future events are inherently difficult to predict, the anticipated amount of estimated credit losses on loans, and therefore the appropriateness of the ALLL, could change significantly. In estimating the ALLL, the Company considers multiple forecast scenarios to address the uncertainty inherent in macroeconomic variable forecasts. It is difficult to estimate how potential changes in any one economic factor or input might affect the overall allowance because a wide variety of factors and inputs are considered in estimating the allowance and changes in those factors and inputs considered may not occur at the same rate and may not be consistent across all loan types. Additionally, changes in factors and inputs may be directionally inconsistent, such that an improvement in one factor may offset deterioration in others.

Individually Assessed Reserve Consideration – Loans that do not share similar risk characteristics with any loan segments are evaluated on an individual basis. The individual reserve component relates to loans that have shown substantial credit deterioration as measured by nonaccrual status, risk rating, and/or delinquency status. In addition, the Company has elected the practical expedient that would include loans for individual assessment consideration if the repayment of the loan is expected substantially through the operation or sale of collateral because the borrower is experiencing financial difficulty. Where the expected source of repayment is from the sale of collateral, the ALLL is based on the fair value of the underlying collateral, less selling costs, compared to the amortized cost basis of the loan. If the ALLL is based on the operation of the collateral, the reserve is calculated based on the fair value of the collateral calculated as the present value of expected cash flows from the operation of the collateral, compared to the amortized cost basis. If the Company determines that the value of a collateral dependent loan is less than the recorded investment in the loan, the Company charges off the deficiency if it is determined that such amount is deemed uncollectible. Typically, a loss is confirmed when the Company is moving toward foreclosure or final disposition. The ALLL on loans individually assessed is updated, reviewed, and approved on a quarterly basis at or near the end of each reporting period.

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The Company performs regular credit reviews of the loan portfolio to review the credit quality and adherence to its underwriting standards. The credit reviews include annual commercial loan reviews performed by the Company’s commercial bankers in accordance with the commercial loan policy, relationship reviews that accompany annual loan renewals, and independent reviews by its Credit Risk Review Group. Upon origination, each commercial loan is assigned an initial risk rating in accordance with the Company’s underwriting guidelines, which require newly originated loans to be rated between one and four, with ratings closer to one indicating lower credit risk. The Company’s full risk rating scale ranges from one to nine, and loans may migrate to higher risk ratings over time if their risk profile deteriorates. The risk rating scale is the Company’s primary credit quality indicator for commercial loans. Consumer loans are not risk rated unless past due status, bankruptcy, or other events result in the assignment of a Substandard or worse risk rating in accordance with the consumer loan policy. Delinquency status is the Company’s primary credit quality indicator for Consumer loans.

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 2025 Form 10-K for additional information on the Company’s policies and for further information on the Company’s credit quality indicators.

Loans Held for Investment

Prior to January 1, 2026, the Company applied ALLL methodologies to two portfolio segments: Commercial and Consumer. As disclosed above, effective January 1, 2026, the Company made certain changes to its allowance methodology as part of the continued enhancement of its credit modeling practices, resulting in more dynamic and precise modeling that allow for more granularity in the monitoring of our expected credit losses. As a result of this change, the Company moved from two loan portfolio segments (Commercial and Consumer) to three portfolio segments (CRE, Commercial and Industrial, and Consumer), by reorganizing the former Commercial segment into the CRE and Commercial and Industrial segments, with no changes made to the Consumer segment. The Company defines the three loan portfolio segments as follows:

CRE:

●

CRE – Non-Owner Occupied - Term loans typically made to borrowers to support income producing properties that rely upon the successful operation of the property for repayment. General market conditions and economic activity may impact the performance of these types of loans. In addition to using specific underwriting policies and procedures for these types of loans, the Company manages risk by diversifying the lending to various property types, such as retail, office, office warehouse, and hotel, as well as avoiding concentrations to any one business, industry, property type, or market.

●

CRE – Owner Occupied - Term loans made to support owner occupied real estate properties that rely upon the successful operation of the business occupying the property for repayment. General market conditions and economic activity may affect these types of loans. In addition to using specific underwriting policies and procedures for these types of loans, the Company manages risk by avoiding concentrations to any one business or industry.

●

Construction and Land Development - Construction loans generally made to commercial and residential developers and builders for specific construction projects. The successful repayment of these types of loans is generally dependent upon (a) a commitment for permanent financing from the Company or other lender, or (b) from the sale of the constructed property. These loans carry more risk than both types of CRE term loans due to the dynamics of construction projects, changes in interest rates, the long-term financing market, and state and local government regulations. As in CRE term lending, the Company manages risk by using specific underwriting policies and procedures for these types of loans and by avoiding excessive concentrations to any one business, industry, property type, or market.

Also included in this category are loans generally made to residential home builders to support their lot and home construction inventory needs. Repayment relies upon the sale of the underlying residential real estate project. This type of lending is generally viewed as carrying a higher level of risk as compared to other commercial lending. This class of lending manages risks related to residential real estate market conditions, a functioning primary and secondary market in which to finance the sale of residential properties, and the borrower’s ability to manage inventory and run projects. The Company manages this risk by lending to experienced builders and developers by using specific underwriting policies and procedures for these types of loans and by avoiding excessive concentrations with any particular customer or geographic region.

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●

Multifamily Real Estate - Loans made to real estate investors to support permanent financing for multifamily residential income producing properties that rely on the successful operation of the property for repayment. This operation mainly involves property maintenance, re-leasing upon tenant turnover and collection of rents due from tenants. The Company manages this risk by avoiding concentrations with any particular customer and if necessary, in any particular submarket.

●

Residential 1-4 Family – Commercial - Loans made to commercial borrowers where the loan is secured by residential property. The Residential 1-4 Family - Commercial loan portfolio carries risks associated with the creditworthiness of the tenant, the ability to re-lease the property when vacancies occur, and changes in loan-to-value ratios. The Company manages these risks through policies and procedures, such as limiting loan-to-value ratios at origination, requiring guarantees, experienced underwriting, and requiring standards for appraisers.

●

Other Commercial (Farmland) - Portfolios carry risks associated with the creditworthiness of the borrower and changes in the economic environment. The Company manages these risks by using general underwriting policies and procedures for these types of loans and experienced underwriting. Loans secured by farmland are included in this category.

Commercial and Industrial:

●

Commercial & Industrial - Loans generally made to support borrowers’ needs for short-term or seasonal cash flow and equipment/vehicle purchases. Repayment relies upon the successful operation of the business. This type of lending typically carries a lower level of commercial credit risk as compared to other commercial lending. The Company manages this risk by using general underwriting policies and procedures for these types of loans and by avoiding concentrations to any one business or industry.

●

Other Commercial (Other) - Portfolios carry risks associated with the creditworthiness of the borrower and changes in the economic environment. The Company manages these risks by using general underwriting policies and procedures for these types of loans and experienced underwriting. Loans that support small business lines of credit and agricultural lending are included in this category.

Consumer:

●

Auto - The consumer indirect auto lending portfolio carries certain risks associated with the values of the collateral that management must mitigate. The Company focuses its indirect auto lending on one to two-year-old used vehicles where substantial depreciation has already occurred thereby minimizing the risk of significant loss of collateral values in the future. This type of lending places reliance on computer-based loan approval systems to supplement other underwriting standards.

●

Consumer - Included in this category are loans to consumer borrowers for various personal and household purposes as well as loans purchased through various third-party lending programs. These portfolios carry risks associated with the borrower, changes in the economic environment, and the vendors themselves. The Company manages these risks through policies that require minimum credit scores and other underwriting requirements, robust analysis of actual performance versus expected performance, as well as ensuring compliance with the Company’s vendor management program.

●

Residential 1-4 Family – Consumer - Loans generally made to consumer residential borrowers. The Residential 1-4 Family - Consumer loan portfolio carries risks associated with the creditworthiness of the borrower and changes in loan-to-value ratios. The Company manages these risks through policies and procedures such as limiting loan-to-value ratios at origination, experienced underwriting, requiring standards for appraisers, and not making subprime loans.

●

Residential 1-4 Family – Revolving - The consumer portfolio carries risks associated with the creditworthiness of the borrower and changes in loan-to-value ratios. The Company manages these risks through policies and procedures, such as limiting loan-to-value ratios at origination, using experienced underwriting, requiring standards for appraisers, and not making subprime loans.

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The allowance methodology changes were accounted for prospectively as a change in accounting estimate, did not have a material impact on the Company’s consolidated financial statements, and resulted in no changes to previously reported values. See Note 4 “Loans and Allowance for Loan and Lease Losses” within this Item 1 of this Quarterly Report and “Critical Accounting Estimates” in Part I, Item 2 of this Quarterly Report for additional information on the change in methodology.

Adoption of New Accounting Standards – In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-10 Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This update established authoritative guidance on the accounting for government grants received by business entities. The amendments are effective for fiscal years beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company early adopted ASU 2025-10 effective January 1, 2026, on a modified prospective basis. ASU 2025-10 did not have a material impact on the Company’s consolidated financial statements.

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 more than 50 branches in Virginia, Maryland, and Washington, D.C., enhancing the Company’s presence in Northern Virginia and Maryland.

Goodwill associated with the Sandy Spring acquisition totaled $540.8 million at March 31, 2026, allocated between the Company’s Wholesale Banking ($431.7 million) and Consumer Banking ($109.1 million) reporting segments, which is not deductible for tax purposes. The goodwill at March 31, 2026 was calculated based on the fair values of the assets acquired and liabilities assumed as of the acquisition date, inclusive of measurement period adjustments primarily related to loans, other assets, and other liabilities, which resulted in a $44.0 million increase in goodwill associated with the Sandy Spring acquisition compared to April 1, 2025. As of March 31, 2026, the measurement period concluded and goodwill was finalized.

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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 Sandy Spring acquisition, inclusive of the aforementioned measurement period adjustments (dollars in thousands).


Purchase price consideration			$	1,275,969

Fair value of assets acquired:
Cash and cash equivalents	$	270,211
Securities available for sale ("AFS")		1,266,925
Restricted stock		68,310
Loans held for sale ("LHFS") - CRE		1,839,638
LHFS - Non-CRE		29,152
LHFI		8,572,384
Premises and equipment		59,402
Core deposit intangible ("CDI") and other intangibles		290,650
Bank owned life insurance ("BOLI")		170,482
Lease right of use ("ROU") assets		40,808
Other assets ⁽¹⁾		337,509
Total assets	$	12,945,471

Fair value of liabilities assumed:
Deposits	$	11,227,922
Short-term borrowings		272,201
Long-term borrowings		560,761
Lease liabilities		40,808
Other liabilities		108,631
Total liabilities	$	12,210,323

Fair value of net assets acquired			$	735,148
Goodwill			$	540,821

⁽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.

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

●

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

●

Securities 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.

●

LHFS CRE and non-CRE: Fair values were estimated using a discounted cash flow analysis that considered factors including loan type, interest rate type, prepayment speeds, duration, and current discount rates.

●

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 were developed considering market participants’ view of loan types, liquidity risk, the maturity of the loans, service costs and a required return of capital. 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.

●

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

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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.

●

BOLI: The fair value of BOLI is carried at its current cash surrender value, which is the most reasonable estimate of fair value.

●

Lease 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 consisted of Federal Home Loan Bank (“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 values 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.

Unaudited Pro forma Impact of the Acquisition

The following table presents for illustrative purposes only certain unaudited pro forma information as if the Company had acquired Sandy Spring on January 1, 2025. These results combine the historical results of Sandy Spring 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. These results are not indicative of what would have occurred had the Sandy Spring acquisition taken place on January 1, 2025. 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 accretion and the elimination of merger-related costs. Merger-related costs as disclosed in the Company’s Consolidated Statement of Income were related to the Sandy Spring acquisition and include costs associated with employee severance, other employee related costs, professional fees, information technology related costs, including system conversion, and lease and contract termination expenses. Merger-related costs have been expensed as incurred. The Company expects to achieve further operating cost savings and other business synergies, as a result of the Sandy Spring acquisitions, which are not reflected in the pro forma amounts below (dollars in thousands):


			Pro forma
			Three Months Ended
			March 31,
		2025 ⁽²⁾
		(unaudited)
Total revenues ⁽¹⁾		$	360,315
Net income available to common shareholders ⁽³⁾		$	70,582

⁽¹⁾ Includes net interest income and noninterest income.

⁽²⁾ Includes the net impact of Sandy Spring’s accretion adjustments of $21.0 million.

⁽³⁾ Excludes merger-related costs of $4.6 million.

The Company’s operating results for the three months ended March 31, 2026, include the operating results of the acquired assets and assumed liabilities of Sandy Spring subsequent to the acquisition on April 1, 2025. Revenues and earnings since the acquisition date of the former operations of Sandy Spring have not been disclosed due to the merging of certain processes and the conversion of Sandy Spring’s systems that occurred in the fourth quarter of 2025. As a result, separate financial information is not readily available.

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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 March 31, 2026 are as follows (dollars in thousands):

Amortized

Gross Unrealized

Estimated

 

Cost

 

Gains

 

(Losses)

 

Fair Value

U.S. government and agency securities

101,788

392

(77)

102,103

Obligations of states and political subdivisions

587,355

118

(115,269)

472,204

Corporate and other bonds ⁽¹⁾

216,280

466

(3,736)

213,010

Commercial MBS

Agency

347,910

809

(40,053)

308,666

Non-agency

111,773

104

(2,354)

109,523

Total commercial MBS

459,683

913

(42,407)

418,189

Residential MBS

Agency

2,808,181

8,408

(168,862)

2,647,727

Non-agency

158,214

760

(2,777)

156,197

Total residential MBS

2,966,395

9,168

(171,639)

2,803,924

Other securities

1,980

—

1,980

Total AFS securities

4,333,481

11,057

(333,128)

4,011,410

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


		Amortized			Gross Unrealized						Estimated
		Cost			Gains			(Losses)			Fair Value
U.S. government and agency securities		$	103,335		$	681		$	(14)		$	104,002
Obligations of states and political subdivisions			589,194			178			(101,487)			487,885
Corporate and other bonds ⁽¹⁾			221,432			709			(4,207)			217,934
Commercial MBS
Agency			354,405			1,276			(39,806)			315,875
Non-agency			115,009			187			(1,905)			113,291
Total commercial MBS			469,414			1,463			(41,711)			429,166
Residential MBS
Agency			2,942,900			15,838			(165,524)			2,793,214
Non-agency			161,767			935			(2,558)			160,144
Total residential MBS			3,104,667			16,773			(168,082)			2,953,358
Other securities			1,956			—			—			1,956
Total AFS securities		$	4,489,998		$	19,804		$	(315,501)		$	4,194,301

⁽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
March 31, 2026
U.S. government and agency securities	$	26,206	$	(69)	$	620	$	(8)	$	26,826	$	(77)
Obligations of states and political subdivisions		4,126		(185)		455,363		(115,084)		459,489		(115,269)
Corporate and other bonds ⁽¹⁾		61,260		(202)		82,663		(3,534)		143,923		(3,736)
Commercial MBS
Agency		45,786		(293)		160,332		(39,760)		206,118		(40,053)
Non-agency		65,561		(555)		21,320		(1,799)		86,881		(2,354)
Total commercial MBS		111,347		(848)		181,652		(41,559)		292,999		(42,407)
Residential MBS
Agency		557,665		(3,797)		827,330		(165,065)		1,384,995		(168,862)
Non-agency		54,459		(440)		28,511		(2,337)		82,970		(2,777)
Total residential MBS		612,124		(4,237)		855,841		(167,402)		1,467,965		(171,639)
Total AFS securities	$	815,063	$	(5,541)	$	1,576,139	$	(327,587)	$	2,391,202	$	(333,128)

December 31, 2025
U.S. government and agency securities	$	6,689	$	(6)	$	737	$	(8)	$	7,426	$	(14)
Obligations of states and political subdivisions		25		—		473,201		(101,487)		473,226		(101,487)
Corporate and other bonds ⁽¹⁾		37,988		(75)		98,125		(4,132)		136,113		(4,207)
Commercial MBS
Agency		44,536		(166)		161,001		(39,640)		205,537		(39,806)
Non-agency		39,171		(177)		22,429		(1,728)		61,600		(1,905)
Total commercial MBS		83,707		(343)		183,430		(41,368)		267,137		(41,711)
Residential MBS
Agency		359,095		(1,564)		886,626		(163,960)		1,245,721		(165,524)
Non-agency		48,559		(247)		24,868		(2,311)		73,427		(2,558)
Total residential MBS		407,654		(1,811)		911,494		(166,271)		1,319,148		(168,082)
Total AFS securities	$	536,063	$	(2,235)	$	1,666,987	$	(313,266)	$	2,203,050	$	(315,501)

⁽¹⁾ Other bonds include asset-backed securities.

⁽²⁾ Comprised of 693 and 703 individual securities as of March 31, 2026 and December 31, 2025, respectively.

The Company has evaluated AFS securities in an unrealized loss position for credit related impairment at March 31, 2026 and December 31, 2025 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, 2026 and December 31, 2025, 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.

March 31, 2026

December 31, 2025

 

Amortized

 

Estimated

 

Amortized

 

Estimated

Cost

Fair Value

Cost

Fair Value

Due in one year or less

88,280

88,670

63,692

63,993

Due after one year through five years

268,750

268,837

298,683

299,727

Due after five years through ten years

476,315

454,579

492,242

475,707

Due after ten years

3,500,136

3,199,324

3,635,381

3,354,874

Total AFS securities

4,333,481

4,011,410

4,489,998

4,194,301

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, 2026 and December 31, 2025.

Accrued interest receivable on AFS securities totaled $13.8 million and $15.0 million at March 31, 2026 and December 31, 2025, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three months ended March 31, 2026 and March 31, 2025, 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, 2026 are as follows (dollars in thousands):

Carrying

Gross Unrealized

Estimated

 

Value

 

Gains

 

(Losses)

Fair Value

Obligations of states and political subdivisions

781,389

1,689

(26,266)

756,812

Corporate and other bonds ⁽¹⁾

2,124

—

(33)

2,091

Commercial MBS

Agency

28,955

—

(5,690)

23,265

Non-agency

10,919

(482)

10,503

Total commercial MBS

39,874

(6,172)

33,768

Residential MBS

Agency

35,085

—

(4,562)

30,523

Non-agency

11,816

—

(178)

11,638

Total residential MBS

46,901

—

(4,740)

42,161

Total HTM securities

870,288

1,755

(37,211)

834,832

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


		Carrying			Gross Unrealized						Estimated
		Value			Gains			(Losses)			Fair Value
Obligations of states and political subdivisions		$	793,162		$	4,139		$	(20,951)		$	776,350
Corporate and other bonds ⁽¹⁾			2,255			—			(26)			2,229
Commercial MBS
Agency			29,074			—			(5,619)			23,455
Non-agency			11,703			103			(504)			11,302
Total commercial MBS			40,777			103			(6,123)			34,757
Residential MBS
Agency			35,793			—			(4,397)			31,396
Non-agency			12,229			—			(149)			12,080
Total residential MBS			48,022			—			(4,546)			43,476
Total HTM securities		$	884,216		$	4,242		$	(31,646)		$	856,812

⁽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, 2026
Credit Rating:
AAA/AA/A		$	770,694		$	—		$	1,690		$	772,384
BBB/BB/B			1,116			—			—			1,116
Not Rated – Agency ⁽¹⁾			—			—			64,040			64,040
Not Rated – Non-Agency ⁽²⁾			9,579			2,124			21,045			32,748
Total		$	781,389		$	2,124		$	86,775		$	870,288
December 31, 2025
Credit Rating:
AAA/AA/A		$	782,453		$	—		$	1,702		$	784,155
BBB/BB/B			1,122			—			—			1,122
Not Rated – Agency ⁽¹⁾			—			—			64,867			64,867
Not Rated – Non-Agency ⁽²⁾			9,587			2,255			22,230			34,072
Total		$	793,162		$	2,255		$	88,799		$	884,216

⁽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.

March 31, 2026

December 31, 2025

 

Carrying

 

Estimated

 

Carrying

 

Estimated

Value

Fair Value

Value

Fair Value

Due in one year or less

11,727

11,779

507

503

Due after one year through five years

13,874

14,100

18,813

19,150

Due after five years through ten years

240,645

231,530

222,284

216,095

Due after ten years

604,042

577,423

642,612

621,064

Total HTM securities

870,288

834,832

884,216

856,812

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, 2026 and December 31, 2025.

Accrued interest receivable on HTM securities totaled $7.8 million and $9.9 million at March 31, 2026 and December 31, 2025, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three months ended March 31, 2026 and March 31, 2025, 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 and agency MBS. At March 31, 2026 and December 31, 2025, 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, 2026 and December 31, 2025.

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, 2026 and December 31, 2025. 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, 2026 and December 31, 2025. At March 31, 2026 and December 31, 2025, restricted stock consisted of FRB stock in the amount of $141.2 million and FHLB stock in the amount of $36.3 million and $49.0 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):


	2026		2025
Realized gains (losses) ⁽¹⁾:
Gross realized gains	$	2	$	14
Gross realized losses		—		(116)
Net realized gains (losses)	$	2	$	(102)
Proceeds from sales of securities	$	80,140	$	41,366

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

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4. LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES

Loans Held for Investment

The Company’s LHFI, net, are loans stated at their amortized cost, net of the ALLL and net of unearned income. The LHFI consisted of the following as of the periods ended (dollars in thousands):


	March 31, 2026		December 31, 2025
Construction and Land Development	$	1,748,413	$	1,666,381
CRE – Owner Occupied		4,319,847		4,305,796
CRE – Non-Owner Occupied		7,212,035		7,178,515
Multifamily Real Estate		2,321,504		2,418,250
Commercial & Industrial		5,384,856		5,229,728
Residential 1-4 Family – Commercial		1,053,303		1,100,157
Residential 1-4 Family – Consumer		2,839,216		2,825,259
Residential 1-4 Family – Revolving		1,257,079		1,248,284
Auto		156,843		183,720
Consumer		109,755		121,488
Other Commercial		1,543,573		1,518,589
Total LHFI, net of unearned income ⁽¹⁾		27,946,424		27,796,167
Allowance for loan and lease losses		(291,100)		(295,108)
Total LHFI, net	$	27,655,324	$	27,501,059

⁽¹⁾Total LHFI, net of unearned income included unamortized deferred fees and costs, as well as unamortized premiums and discounts totaling $761.0 million and $803.2 million as of March 31, 2026 and December 31, 2025, respectively.

Accrued interest receivable on LHFI totaled $101.9 million and $106.5 million at March 31, 2026 and December 31, 2025, respectively. Accrued interest receivable write-offs were not material to the Company’s consolidated financial statements for the three months ended March 31, 2026 and March 31, 2025.

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Table of Contents

The following table shows the aging of the Company’s LHFI portfolio by class at March 31, 2026 (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

1,739,577

2,866

 

3,299

 

186

 

2,485

 

1,748,413

CRE – Owner Occupied

4,292,079

8,223

 

8,767

 

4,362

 

6,416

 

4,319,847

CRE – Non-Owner Occupied

7,188,492

5,445

 

4,084

 

1,793

 

12,221

 

7,212,035

Multifamily Real Estate

2,289,801

6,944

 

—

 

4,195

 

20,564

 

2,321,504

Commercial & Industrial

5,341,394

10,396

 

10,432

 

3,675

 

18,959

 

5,384,856

Residential 1-4 Family – Commercial

1,041,327

4,076

 

323

 

1,161

 

6,416

 

1,053,303

Residential 1-4 Family – Consumer

2,786,485

22,015

 

1,841

 

4,449

 

24,426

 

2,839,216

Residential 1-4 Family – Revolving

1,242,063

4,094

1,218

 

4,340

 

5,364

 

1,257,079

Auto

153,466

2,212

411

239

 

515

 

156,843

Consumer

109,072

268

333

109,755

Other Commercial

1,539,884

2,714

525

—

450

1,543,573

Total LHFI, net of unearned income

27,723,640

69,253

31,233

24,470

97,828

27,946,424

% of total loans

99.20

0.25

0.11

0.09

0.35

100.00

The following table shows the aging of the Company’s LHFI portfolio by class at December 31, 2025 (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		$	1,659,048		$	1,455		$	94		$	1,481		$	4,303		$	1,666,381
CRE – Owner Occupied			4,284,562			7,241			3,171			4,788			6,034			4,305,796
CRE – Non-Owner Occupied			7,154,178			9,482			1,455			2,099			11,301			7,178,515
Multifamily Real Estate			2,366,442			52			247			6,140			45,369			2,418,250
Commercial & Industrial			5,197,839			8,935			3,552			9,114			10,288			5,229,728
Residential 1-4 Family – Commercial			1,087,181			2,634			1,306			2,379			6,657			1,100,157
Residential 1-4 Family – Consumer			2,772,790			17,911			5,628			5,633			23,297			2,825,259
Residential 1-4 Family – Revolving			1,233,032			3,994			2,157			3,458			5,643			1,248,284
Auto			178,615			3,332			797			404			572			183,720
Consumer			120,806			444			171			55			12			121,488
Other Commercial			1,513,629			3,242			143			—			1,575			1,518,589
Total LHFI, net of unearned income		$	27,568,122		$	58,722		$	18,721		$	35,551		$	115,051		$	27,796,167
% of total loans			99.18	%		0.21	%		0.07	%		0.13	%		0.41	%		100.00	%

The following table shows the Company’s amortized cost basis of loans on nonaccrual status with no related ALLL as of the periods ended (dollars in thousands):


	March 31,		December 31,
	2026		2025
Construction and Land Development	$	—	$	2,700
CRE – Owner Occupied		1,365		1,430
CRE – Non-Owner Occupied		7,382		10,097
Multifamily Real Estate		19,885		45,369
Commercial & Industrial		9,535		2,751
Residential 1-4 Family – Commercial		4,548		4,597
Residential 1-4 Family – Consumer		1,094		1,122
Total LHFI, net of unearned income	$	43,809	$	68,066

There was no interest income recognized on nonaccrual loans during the three months ended March 31, 2026 and March 31, 2025.

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Troubled Loan Modifications (“TLMs”)

The following tables present the amortized cost basis of TLMs for the three months ended March 31, (dollars in thousands):


	2026
	Amortized Cost		% of Total Class of Financing Receivable
Term Extension
Construction and Land Development		9	NM	%
Residential 1-4 Family – Consumer		232	0.01	%
Total Term Extension	$	241

Combination – Other-Than-Insignificant Payment Delay and Term Extension
CRE – Non-Owner Occupied	$	16,048	0.22	%
Total Combination – Other-Than-Insignificant Payment Delay and Term Extension	$	16,048

Combination – Term Extension and Interest Rate Reduction
Residential 1-4 Family – Consumer	$	459	0.02	%
Total Combination – Term Extension and Interest Rate Reduction	$	459

Total	$	16,748

NM = Not Meaningful


	2025
	Amortized Cost		% of Total Class of Financing Receivable
Term Extension
CRE – Owner Occupied		305	0.01	%
Residential 1-4 Family – Commercial		332	0.04	%
Residential 1-4 Family – Consumer		201	0.20	%
Total Term Extension	$	838

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

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

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


2026

Combination – Other-Than-Insignificant Payment Delay and Term Extension
Loan Type				Financial Effect
CRE – Non-Owner Occupied				Added a weighted-average 1.1 years to the life of loans.


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, 2026 and March 31, 2025, 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, 2026 and March 31, 2025, the Company did not have any material loans that had been modified and designated as TLMs that were past due.

As of March 31, 2026 and December 31, 2025, there were no material unfunded commitments on loans modified and designated as TLMs.

Allowance for Credit Losses

●

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

●

Commercial and Industrial: Commercial & Industrial and Other Commercial (Other)

●

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

The allowance methodology changes were accounted for prospectively as a change in accounting estimate, did not have a material impact on the Company’s consolidated financial statements, and resulted in no changes to previously reported values. Prior year tables do not reflect the allowance methodology changes, which were effective January 1, 2026. See Note 1 “Summary of Significant Accounting Policies” in Part I, Item 1 and “Critical Accounting Estimates” in Part I, Item 2 of this Quarterly Report for additional information on the change in methodology.

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Table of Contents

The following table shows the ALLL activity by loan segment for the three months ended March 31, reflecting the changes made to the Company’s allowance methodology effective January 1, 2026 (dollars in thousands):

2026

CRE

Commercial and Industrial

Consumer

Total

Balance at beginning of period

152,477

80,336

62,295

295,108

Loans charged-off ⁽¹⁾

—

(2,198)

(703)

(2,901)

Recoveries credited to allowance

367

542

398

1,307

Provision (release) charged to operations

19,056

(19,983)

(1,487)

(2,414)

Balance at end of period

171,900

58,697

60,503

291,100

⁽¹⁾In accordance with GAAP, amounts for the three months ended March 31, 2026 exclude $39.5 million of net charge-offs related to certain purchased credit deteriorated (“PCD”) loans that met the Company’s charge-off policy at the time of the acquisition. The amounts excluded for the three months ended March 31, 2026 related to measurement period adjustments recorded in the first quarter of 2026 associated with the Sandy Spring acquisition, based on additional information and evidence obtained by the Company relating to events or circumstances existing at the acquisition date.

The following table shows the ALLL activity by loan segment for the three months ended March 31, reflecting the Company’s previous allowance methodology (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

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Table of Contents

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		April 1, 2025
Book value of acquired loans at acquisition ⁽¹⁾	$	1,642,597
Initial ACL at acquisition ⁽²⁾		(28,265)
Non-credit discount at acquisition ⁽¹⁾		(119,513)
Purchase Price	$	1,494,819

Non-PCD Loans:
Fair Value	$	7,077,565
Gross contractual amounts receivable		7,676,836
Estimate of contractual cash flows not expected to be collected		130,113

⁽¹⁾The Company recorded measurement period adjustments associated with the Sandy Spring acquisition, based on additional information and evidence obtained by the Company relating to events or circumstances existing at the acquisition date, reducing the book value of loans acquired at acquisition and the non-credit discount at acquisition.

⁽²⁾In accordance with GAAP, the amounts exclude $101.2 million of net charge-offs related to certain PCD loans that met the Company’s charge-off policy at the time of the acquisition.

Credit Quality Indicators

Credit quality indicators are used to help estimate the collectability of each loan class within the loan portfolio segments. For classes of loans within the CRE and Commercial and Industrial segments, 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 the 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.

CRE and Commercial and Industrial Loans

The Company uses a risk rating system as the primary credit quality indicator for classes of loans within the CRE and Commercial and Industrial segments. 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 the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2025 Form 10-K for information on the Company’s risk rating system.

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Table of Contents

The table below details the amortized cost and gross write-offs of the classes of loans within the CRE segment by risk level and year of origination as of March 31, reflecting the changes made to the Company’s allowance methodology effective January 1, 2026 (dollars in thousands):


		2026
		Term Loans Amortized Cost Basis by Origination Year											Revolving
	2026		2025		2024		2023		2022		Prior		Loans		Total
Construction and Land Development
Pass	$	73,514	$	535,427	$	366,153	$	236,047	$	82,869	$	88,878	$	239,014	$	1,621,902
Watch		—		48,143		1,773		14,028		4,543		1,369		13,373		83,229
Special Mention		—		737		487		931		—		3,592		26,215		31,962
Substandard		—		315		1,918		73		598		8,416		—		11,320
Total Construction and Land Development	$	73,514	$	584,622	$	370,331	$	251,079	$	88,010	$	102,255	$	278,602	$	1,748,413
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

CRE – Owner Occupied
Pass	$	140,517	$	428,309	$	289,757	$	294,767	$	491,493	$	2,251,113	$	46,422	$	3,942,378
Watch		—		4,226		18,427		25,421		18,394		92,522		1,706		160,696
Special Mention		—		4,261		9,814		12,325		5,990		84,089		2,026		118,505
Substandard		—		—		11,272		16,359		8,416		62,081		140		98,268
Total CRE – Owner Occupied	$	140,517	$	436,796	$	329,270	$	348,872	$	524,293	$	2,489,805	$	50,294	$	4,319,847
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

CRE – Non-Owner Occupied
Pass	$	225,363	$	939,888	$	504,180	$	772,349	$	1,001,773	$	3,215,046	$	104,497	$	6,763,096
Watch		—		16,095		555		22,872		27,293		87,896		100		154,811
Special Mention		—		125		1,431		4,662		36,111		141,915		—		184,244
Substandard		—		—		—		6,270		18,177		85,415		22		109,884
Total CRE – Non-Owner Occupied	$	225,363	$	956,108	$	506,166	$	806,153	$	1,083,354	$	3,530,272	$	104,619	$	7,212,035
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Multifamily Real Estate
Pass	$	62,681	$	246,617	$	105,062	$	289,441	$	399,238	$	761,149	$	56,860	$	1,921,048
Watch		—		—		—		13,980		9,521		87,158		1,321		111,980
Special Mention		—		—		669		21,577		56,618		35,496		—		114,360
Substandard		—		—		731		3,581		58,889		110,915		—		174,116
Total Multifamily Real Estate	$	62,681	$	246,617	$	106,462	$	328,579	$	524,266	$	994,718	$	58,181	$	2,321,504
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Residential 1-4 Family – Commercial
Pass	$	19,742	$	88,554	$	62,509	$	75,344	$	176,551	$	553,968	$	6,078	$	982,746
Watch		—		2,675		2,188		1,542		5,659		14,382		2,956		29,402
Special Mention		—		1,073		2,662		—		1,211		20,178		—		25,124
Substandard		—		816		1,215		—		834		12,913		253		16,031
Total Residential 1-4 Family – Commercial	$	19,742	$	93,118	$	68,574	$	76,886	$	184,255	$	601,441	$	9,287	$	1,053,303
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Other Commercial (Farmland)
Pass	$	—	$	1,535	$	1,292	$	696	$	3,448	$	23,016	$	275	$	30,262
Watch		—		—		233		—		166		1,395		—		1,794
Special Mention		—		—		—		71		—		7,516		1,881		9,468
Substandard		—		—		—		—		—		18		—		18
Total Other Commercial (Farmland)	$	—	$	1,535	$	1,525	$	767	$	3,614	$	31,945	$	2,156	$	41,542
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total CRE
Pass	$	521,817	$	2,240,330	$	1,328,953	$	1,668,644	$	2,155,372	$	6,893,170	$	453,146	$	15,261,432
Watch		—		71,139		23,176		77,843		65,576		284,722		19,456		541,912
Special Mention		—		6,196		15,063		39,566		99,930		292,786		30,122		483,663
Substandard		—		1,131		15,136		26,283		86,914		279,758		415		409,637
Total CRE	$	521,817	$	2,318,796	$	1,382,328	$	1,812,336	$	2,407,792	$	7,750,436	$	503,139	$	16,696,644
Total current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

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Table of Contents

The table below details the amortized cost and gross write-offs of the classes of loans within the Commercial and Industrial segment by risk level and year of origination as of March 31, reflecting the changes made to the Company’s allowance methodology effective January 1, 2026 (dollars in thousands):

2026

Term Loans Amortized Cost Basis by Origination Year

Revolving

2026

2025

2024

2023

2022

Prior

Loans

Total

Commercial & Industrial

Pass

315,733

1,121,173

633,911

388,315

444,267

523,069

1,437,684

4,864,152

Watch

161

16,077

30,642

31,728

30,030

23,945

108,461

241,044

Special Mention

—

4,991

23,020

5,247

12,875

16,192

73,023

135,348

Substandard

—

4,661

13,131

32,560

22,372

16,323

55,265

144,312

Total Commercial & Industrial

315,894

1,146,902

700,704

457,850

509,544

579,529

1,674,433

5,384,856

Current period gross write-off

—

(362)

(110)

—

(288)

(760)

Other Commercial (Other)

Pass

37,468

304,037

230,542

162,940

145,753

313,594

270,179

1,464,513

Watch

2,726

—

5,226

105

19,838

747

—

28,642

Special Mention

—

419

—

105

524

Substandard

—

543

—

3,252

3,425

1,042

8,352

Total Other Commercial (Other)

40,194

304,580

235,768

166,716

169,016

315,383

270,374

1,502,031

Current period gross write-off

—

(1,438)

—

(1,438)

Total Commercial & Industrial

Pass

353,201

1,425,210

864,453

551,255

590,020

836,663

1,707,863

6,328,665

Watch

2,887

16,077

35,868

31,833

49,868

24,692

108,461

269,686

Special Mention

—

4,991

23,020

5,666

12,875

16,192

73,128

135,872

Substandard

—

5,204

13,131

35,812

25,797

17,365

55,355

152,664

Total Commercial & Industrial

356,088

1,451,482

936,472

624,566

678,560

894,912

1,944,807

6,886,887

Total current period gross write-off

—

(362)

(110)

(1,438)

(288)

(2,198)

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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, reflecting the Company’s previous allowance methodology (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	$	557,083	$	381,768	$	233,793	$	84,396	$	39,055	$	58,001	$	242,753	$	1,596,849
Watch		10,712		136		51		671		989		3,260		7,759		23,578
Special Mention		542		2,092		2,980		463		793		4,845		26,145		37,860
Substandard		319		547		74		135		2,519		4,500		—		8,094
Total Construction and Land Development	$	568,656	$	384,543	$	236,898	$	85,665	$	43,356	$	70,606	$	276,657	$	1,666,381
Current period gross write-off	$	—	$	—	$	-	$	—	$	(40)	$	(3)	$	—	$	(43)

CRE – Owner Occupied
Pass	$	442,571	$	305,006	$	298,355	$	497,750	$	500,885	$	1,823,826	$	53,556	$	3,921,949
Watch		4,532		14,892		31,258		17,474		12,006		77,890		2,121		160,173
Special Mention		6,962		7,435		6,210		10,907		6,604		77,134		1,275		116,527
Substandard		—		6,644		16,427		7,014		27,267		49,520		140		107,012
Doubtful		—		—		—		—		—		135		—		135
Total CRE – Owner Occupied	$	454,065	$	333,977	$	352,250	$	533,145	$	546,762	$	2,028,505	$	57,092	$	4,305,796
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(147)	$	—	$	(147)

CRE – Non-Owner Occupied
Pass	$	905,007	$	486,703	$	811,972	$	1,060,691	$	741,739	$	2,628,053	$	78,676	$	6,712,841
Watch		—		556		39,149		17,010		23,926		59,738		196		140,575
Special Mention		505		1,434		2,600		23,267		76,411		68,195		—		172,412
Substandard		—		—		6,264		38,108		1,138		107,153		24		152,687
Total CRE – Non-Owner Occupied	$	905,512	$	488,693	$	859,985	$	1,139,076	$	843,214	$	2,863,139	$	78,896	$	7,178,515
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(491)	$	—	$	(491)

Commercial & Industrial
Pass	$	1,125,728	$	730,095	$	446,849	$	487,440	$	251,752	$	351,402	$	1,344,042	$	4,737,308
Watch		16,322		35,316		13,751		39,156		8,963		21,615		121,435		256,558
Special Mention		6,978		16,326		5,861		8,117		4,029		5,914		60,923		108,148
Substandard		2,785		12,444		33,386		21,588		10,563		5,663		41,285		127,714
Total Commercial & Industrial	$	1,151,813	$	794,181	$	499,847	$	556,301	$	275,307	$	384,594	$	1,567,685	$	5,229,728
Current period gross write-off	$	—	$	(1,605)	$	(69)	$	(2,483)	$	(10)	$	(197)	$	(34,451)	$	(38,815)

Multifamily Real Estate
Pass	$	192,761	$	123,570	$	289,889	$	441,536	$	247,973	$	592,615	$	49,203	$	1,937,547
Watch		—		—		14,029		25,464		98,973		3,850		1,317		143,633
Special Mention		—		671		21,572		62,470		—		18,533		—		103,246
Substandard		2,372		729		—		71,278		37,422		74,668		47,355		233,824
Total Multifamily Real Estate	$	195,133	$	124,970	$	325,490	$	600,748	$	384,368	$	689,666	$	97,875	$	2,418,250
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(47)	$	—	$	(47)

Residential 1-4 Family – Commercial
Pass	$	93,538	$	70,435	$	82,732	$	198,071	$	172,024	$	408,213	$	4,255	$	1,029,268
Watch		2,975		2,533		1,558		6,193		3,887		11,349		2,431		30,926
Special Mention		2,404		1,277		—		1,209		860		17,009		—		22,759
Substandard		—		248		—		206		4,843		11,654		253		17,204
Total Residential 1-4 Family – Commercial	$	98,917	$	74,493	$	84,290	$	205,679	$	181,614	$	448,225	$	6,939	$	1,100,157
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	(185)	$	—	$	(185)

Other Commercial
Pass	$	270,356	$	246,933	$	172,163	$	157,255	$	168,474	$	179,392	$	276,970	$	1,471,543
Watch		—		—		113		20,631		746		5,873		—		27,363
Special Mention		—		—		75		—		184		6,944		2,688		9,891
Substandard		556		—		4,519		3,040		1,552		35		90		9,792
Total Other Commercial	$	270,912	$	246,933	$	176,870	$	180,926	$	170,956	$	192,244	$	279,748	$	1,518,589
Current period gross write-off	$	—	$	—	$	(140)	$	(2,617)	$	—	$	(3,514)	$	—	$	(6,271)

Total Commercial
Pass	$	3,587,044	$	2,344,510	$	2,335,753	$	2,927,139	$	2,121,902	$	6,041,502	$	2,049,455	$	21,407,305
Watch		34,541		53,433		99,909		126,599		149,490		183,575		135,259		782,806
Special Mention		17,391		29,235		39,298		106,433		88,881		198,574		91,031		570,843
Substandard		6,032		20,612		60,670		141,369		85,304		253,193		89,147		656,327
Doubtful		—		—		—		—		—		135		—		135
Total Commercial	$	3,645,008	$	2,447,790	$	2,535,630	$	3,301,540	$	2,445,577	$	6,676,979	$	2,364,892	$	23,417,416
Total current period gross write-off	$	—	$	(1,605)	$	(209)	$	(5,100)	$	(50)	$	(4,584)	$	(34,451)	$	(45,999)

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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 March 31, (dollars in thousands):


		2026
		Term Loans Amortized Cost Basis by Origination Year											Revolving
	2026		2025		2024		2023		2022		Prior		Loans		Total
Residential 1-4 Family – Consumer
Current	$	67,916	$	327,876	$	193,403	$	193,081	$	683,016	$	1,305,417	$	15,776	$	2,786,485
30-59 Days Past Due		—		850		94		3,422		2,422		15,202		25		22,015
60-89 Days Past Due		—		—		—		202		57		1,464		118		1,841
90+ Days Past Due		—		281		869		433		356		2,458		52		4,449
Nonaccrual		—		239		654		1,160		6,086		15,955		332		24,426
Total Residential 1-4 Family – Consumer	$	67,916	$	329,246	$	195,020	$	198,298	$	691,937	$	1,340,496	$	16,303	$	2,839,216
Current period gross write-off	$	—	$	—	$	—	$	(47)	$	—	$	—	$	—	$	(47)

Residential 1-4 Family – Revolving
Current	$	4,667	$	17,462	$	10,916	$	21,671	$	35,451	$	12,515	$	1,139,381	$	1,242,063
30-59 Days Past Due		—		—		—		80		157		94		3,763		4,094
60-89 Days Past Due		—		—		—		—		143		—		1,075		1,218
90+ Days Past Due		—		—		31		141		122		16		4,030		4,340
Nonaccrual		—		56		—		127		84		32		5,065		5,364
Total Residential 1-4 Family – Revolving	$	4,667	$	17,518	$	10,947	$	22,019	$	35,957	$	12,657	$	1,153,314	$	1,257,079
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	(1)	$	(1)

Auto
Current	$	575	$	1,808	$	1,557	$	32,053	$	76,952	$	40,521	$	—	$	153,466
30-59 Days Past Due		—		13		—		520		1,010		669		—		2,212
60-89 Days Past Due		—		—		—		25		226		160		—		411
90+ Days Past Due		—		—		—		66		86		87		—		239
Nonaccrual		—		29		—		87		253		146		—		515
Total Auto	$	575	$	1,850	$	1,557	$	32,751	$	78,527	$	41,583	$	—	$	156,843
Current period gross write-off	$	—	$	(12)	$	—	$	(80)	$	(182)	$	(129)	$	—	$	(403)

Consumer
Current	$	3,871	$	12,523	$	7,130	$	4,069	$	4,814	$	29,296	$	47,369	$	109,072
30-59 Days Past Due		—		75		22		7		18		103		43		268
60-89 Days Past Due		—		14		20		31		2		262		4		333
90+ Days Past Due		—		18		—		—		49		—		3		70
Nonaccrual		—		—		2		—		8		2		—		12
Total Consumer	$	3,871	$	12,630	$	7,174	$	4,107	$	4,891	$	29,663	$	47,419	$	109,755
Current period gross write-off	$	—	$	(27)	$	(36)	$	(4)	$	(4)	$	(144)	$	(37)	$	(252)

Total Consumer
Current	$	77,029	$	359,669	$	213,006	$	250,874	$	800,233	$	1,387,749	$	1,202,526	$	4,291,086
30-59 Days Past Due		—		938		116		4,029		3,607		16,068		3,831		28,589
60-89 Days Past Due		—		14		20		258		428		1,886		1,197		3,803
90+ Days Past Due		—		299		900		640		613		2,561		4,085		9,098
Nonaccrual		—		324		656		1,374		6,431		16,135		5,397		30,317
Total Consumer	$	77,029	$	361,244	$	214,698	$	257,175	$	811,312	$	1,424,399	$	1,217,036	$	4,362,893
Total current period gross write-off	$	—	$	(39)	$	(36)	$	(131)	$	(186)	$	(273)	$	(38)	$	(703)

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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):


		2025
		Term Loans Amortized Cost Basis by Origination Year											Revolving
	2025		2024		2023		2022		2021		Prior		Loans		Total
Residential 1-4 Family – Consumer
Current	$	334,528	$	195,624	$	203,804	$	688,989	$	596,987	$	736,230	$	16,628	$	2,772,790
30-59 Days Past Due		393		77		2,773		2,865		1,600		10,029		174		17,911
60-89 Days Past Due		525		700		124		2,186		336		1,757		—		5,628
90+ Days Past Due		—		452		309		376		937		3,503		56		5,633
Nonaccrual		—		180		1,146		5,233		3,501		12,690		547		23,297
Total Residential 1-4 Family – Consumer	$	335,446	$	197,033	$	208,156	$	699,649	$	603,361	$	764,209	$	17,405	$	2,825,259
Current period gross write-off	$	—	$	—	$	—	$	(122)	$	—	$	(53)	$	—	$	(175)

Residential 1-4 Family – Revolving
Current	$	19,309	$	12,011	$	23,625	$	37,365	$	8,604	$	4,873	$	1,127,245	$	1,233,032
30-59 Days Past Due		—		21		110		104		—		43		3,716		3,994
60-89 Days Past Due		—		11		47		123		—		—		1,976		2,157
90+ Days Past Due		—		—		273		—		—		18		3,167		3,458
Nonaccrual		59		—		129		91		—		37		5,327		5,643
Total Residential 1-4 Family – Revolving	$	19,368	$	12,043	$	24,184	$	37,683	$	8,604	$	4,971	$	1,141,431	$	1,248,284
Current period gross write-off	$	—	$	—	$	—	$	—	$	—	$	—	$	(375)	$	(375)

Auto
Current	$	1,987	$	1,770	$	36,214	$	88,117	$	36,540	$	13,987	$	—	$	178,615
30-59 Days Past Due		52		—		635		1,624		737		284		—		3,332
60-89 Days Past Due		—		—		113		431		166		87		—		797
90+ Days Past Due		—		—		57		221		74		52		—		404
Nonaccrual		—		—		122		257		147		46		—		572
Total Auto	$	2,039	$	1,770	$	37,141	$	90,650	$	37,664	$	14,456	$	—	$	183,720
Current period gross write-off	$	(146)	$	—	$	(284)	$	(886)	$	(246)	$	(181)	$	—	$	(1,743)

Consumer
Current	$	14,244	$	8,307	$	4,691	$	5,986	$	4,856	$	25,883	$	56,839	$	120,806
30-59 Days Past Due		14		28		11		30		2		309		50		444
60-89 Days Past Due		30		25		19		21		1		69		6		171
90+ Days Past Due		4		16		1		16		—		8		10		55
Nonaccrual		—		2		—		8		2		—		—		12
Total Consumer	$	14,292	$	8,378	$	4,722	$	6,061	$	4,861	$	26,269	$	56,905	$	121,488
Current period gross write-off	$	(10)	$	(248)	$	(262)	$	(50)	$	(37)	$	(786)	$	(179)	$	(1,572)

Total Consumer
Current	$	370,068	$	217,712	$	268,334	$	820,457	$	646,987	$	780,973	$	1,200,712	$	4,305,243
30-59 Days Past Due		459		126		3,529		4,623		2,339		10,665		3,940		25,681
60-89 Days Past Due		555		736		303		2,761		503		1,913		1,982		8,753
90+ Days Past Due		4		468		640		613		1,011		3,581		3,233		9,550
Nonaccrual		59		182		1,397		5,589		3,650		12,773		5,874		29,524
Total Consumer	$	371,145	$	219,224	$	274,203	$	834,043	$	654,490	$	809,905	$	1,215,741	$	4,378,751
Total current period gross write-off	$	(156)	$	(248)	$	(546)	$	(1,058)	$	(283)	$	(1,020)	$	(554)	$	(3,865)

As of March 31, 2026 and December 31, 2025, the Company did not have any material revolving loans convert to term.

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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 are amortized over their estimated useful lives, which is ten years, using an accelerated method. Other amortizable intangible assets are being amortized over the period of expected benefit, which ranges from three years 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 goodwill totaling $540.8 million at March 31, 2026. See Note 2 “Acquisitions” within this Item 1 of this Quarterly Report for more information on the Sandy Spring 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, 2026
Goodwill⁽¹⁾	$	1,281,726	$	473,149	$	—	$	1,754,875
Intangible Assets		49,719		598		249,782		300,099
December 31, 2025
Goodwill	$	1,254,979	$	478,308	$	—	$	1,733,287
Intangible Assets		50,916		621		264,007		315,544

(1)

During the first quarter of 2026, goodwill was reallocated among reporting units as a result of measurement period adjustments associated with the Sandy Spring acquisition, resulting in a $26.7 million increase in Wholesale Banking and a $5.2 million decrease in Consumer Banking. Refer to Note 2 “Acquisitions” within this Item 1 of this Quarterly Report for more information.

Amortization expense of intangibles for the three months ended March 31, 2026 and March 31, 2025 totaled $15.4 million and $5.4 million, respectively. As of March 31, 2026, the estimated remaining amortization expense of intangibles is as follows for the years ending (dollars in thousands):


For the remaining nine months of 2026		$	44,837
2027			50,407
2028			41,936
2029			35,235
2030			30,719
Thereafter			96,965
Total estimated amortization expense		$	300,099

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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 17 months to 122 months. At both March 31, 2026 and December 31, 2025, the carrying value of residual assets covered by residual value guarantees and residual value insurance was $122.4 million.

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


		March 31, 2026		December 31, 2025
Sales-type and direct financing leases:
Lease receivables, net of unearned income and deferred selling profit		$	654,051	$	614,543
Unguaranteed residual values, net of unearned income and deferred selling profit			42,034		41,570
Total net investment in sales-type and direct financing leases		$	696,085	$	656,113

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 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 as of and for the following periods ended (dollars in thousands):


		March 31, 2026						December 31, 2025
		Operating			Finance			Operating			Finance
ROU assets		$	94,359		$	8,875		$	98,073		$	9,191
Lease liabilities			115,117			10,588			118,915			10,895
Lease Term and Discount Rate of Operating leases:
Weighted-average remaining lease term (years)			8.13			10.42			8.22			10.35
Weighted-average discount rate ⁽¹⁾			5.73	%		3.71	%		5.69	%		3.63	%

⁽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,
	2026		2025
Cash paid for amounts included in measurement of lease liabilities:
Operating Cash Flows from Finance Leases	$	90	$	16
Operating Cash Flows from Operating Leases		6,305		3,751
Financing Cash Flows from Finance Leases		324		330
ROU assets obtained in exchange for lease obligations:
Operating leases	$	1,478	$	688
Finance leases		17		—


	Three months ended March 31,
		2026		2025
Net Operating Lease Cost	$	6,347	$	3,488
Finance Lease Cost:
Amortization of right-of-use assets		333		230
Interest on lease liabilities		90		16
Total Lease Cost	$	6,770	$	3,734

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The maturities of lessor and lessee arrangements outstanding as of March 31, 2026 are presented in the table below for the years ending (dollars in thousands):


	Lessor		Lessee
		Sales-type and Direct Financing	Operating		Finance
For the remaining nine months of 2026	$	129,878	$	19,145	$	1,376
2027		178,638		23,313		2,027
2028		144,059		20,494		2,064
2029		113,306		16,154		692
2030		87,245		12,774		565
Thereafter		100,521		58,671		6,783
Total undiscounted cash flows		753,647		150,551		13,507
Less: Adjustments ⁽¹⁾		99,596		35,434		2,919
Total ⁽²⁾	$	654,051	$	115,117	$	10,588

⁽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.

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7. BORROWINGS

Short-term Borrowings

The Company classifies borrowings with original maturities of one year or less as short-term. Short-term borrowings consist primarily of securities sold under agreements to repurchase, which are secured customer transactions that generally mature on the following business day, and advances from the FHLB. The Company can also utilize federal funds purchased (secured overnight borrowings from other financial institutions), and other lines of credit, as needed.

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


		March 31,			December 31,
		2026			2025
Securities sold under agreements to repurchase		$	144,605		$	75,432
FHLB advances			385,000			650,000
Total short-term borrowings		$	529,605		$	725,432

Average outstanding balance during the period		$	589,390		$	175,929
Average interest rate during the period			3.60	%		3.44	%
Average interest rate at end of period			3.53	%		3.15	%

Short-term borrowings are used to manage normal liquidity and support the Company’s asset and liability management strategies and can fluctuate depending on funding needs. The Company’s available unused short-term borrowings consisted of the following as of the periods ended (dollars in thousands):


	March 31,		December 31,
	2026		2025
Federal funds lines with correspondent banks	$	1,410,000	$	1,410,000
Alternative line of credit with correspondent bank		25,000		25,000
FHLB secured line of credit ⁽¹⁾		5,628,019		5,277,231
Federal Reserve Discount Window ⁽²⁾		2,418,498		2,573,492
Other secondary sources ⁽³⁾		5,084,446		4,960,331
Total available unused short-term borrowings	$	14,565,963	$	14,246,054

⁽¹⁾ The Company’s total credit capacity with FHLB was $11.2 billion and $11.1 billion at March 31, 2026 and December 21, 2025, respectively. Based on the amount of collateral pledged, the secured line of credit capacity was $6.0 billion and $5.9 billion at March 31, 2026 and December 31, 2025, respectively.

⁽²⁾ The Company’s Federal Reserve Discount Window borrowing capacity was $2.4 billion and $2.6 billion, none of which were used at March 31, 2026 and December 31, 2025, respectively.

⁽³⁾Includes unpledged AFS securities, brokered deposits, and unrestricted cash and cash equivalents.

Refer to Note 8 “Commitments and Contingencies” within this Item 1 of this Quarterly Report 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, 2026 and December 31, 2025.

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Table of Contents

Long-term Borrowings

Total long-term borrowings consisted of the following as of March 31, 2026 (dollars in thousands):

Spread to

Principal

3-Month SOFR

Rate ⁽³⁾

Maturity

Investment ⁽⁴⁾

Trust Preferred Capital Securities ⁽⁵⁾

Trust Preferred Capital Note – Statutory Trust I

22,500

2.75

% ⁽¹⁾

6.69

6/17/2034

696

Trust Preferred Capital Note – Statutory Trust II

36,000

1.40

% ⁽¹⁾

5.34

6/15/2036

1,114

VFG Limited Liability Trust I Indenture

20,000

2.73

% ⁽¹⁾

6.67

3/18/2034

619

FNB Statutory Trust II Indenture

12,000

3.10

% ⁽¹⁾

7.04