Quarterly report [Sections 13 or 15(d)]

GOODWILL AND INTANGIBLE ASSETS

v3.25.3
GOODWILL AND INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS

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 five months to 16 years, using various methods. The Company concluded that there was no impairment to goodwill or intangible assets as of the balance sheet date. In the normal course of business, the Company routinely monitors the impact of the changes in the financial markets and includes these assessments in the Company’s impairment process.

Preliminary goodwill associated with the Sandy Spring acquisition totaled $512.3 million at September 30, 2025 and was calculated based on the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date, inclusive of subsequent measurement period adjustments described below, and is subject to change if the Company obtains additional information and evidence within the one-year measurement period. The Company recorded measurement period adjustments in the third quarter of 2025 related to the Sandy Spring acquisition, primarily related to other liabilities and fair values of certain loans, which resulted in a $15.4 million increase in preliminary goodwill associated with the Sandy Spring acquisition compared to June 30, 2025. See Note 2 “Acquisitions” in Part I, Item 1 of this Quarterly Report for more information on the Sandy Spring acquisition.

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

    

Gross

    

Additions:

    

    

Net

Carrying

Sandy Spring

Accumulated

Carrying

Value

Acquisition (1)

Amortization

Value

September 30, 2025

 

  

 

  

 

  

 

  

Goodwill

$

1,214,053

$

512,333

$

$

1,726,386

CDIs

153,740

243,351

(116,136)

280,955

Other amortizable intangibles

14,254

47,299

(9,272)

52,281

(1) Includes a $15.4 million increase in preliminary goodwill associated with the Sandy Spring acquisition related to measurement period adjustments during the third quarter of 2025. Refer to Note 2 “Acquisitions” for more information.

Gross

    

Additions:

    

    

Net

Carrying

American National

Accumulated

Carrying

Value

Acquisition

Amortization

Value

December 31, 2024

 

  

 

  

 

  

 

  

Goodwill

$

925,211

$

288,842

$

$

1,214,053

CDIs

85,491

74,410

(85,768)

74,133

Other amortizable intangibles

 

3,977

10,277

(3,824)

10,430

The following 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

September 30, 2025

 

  

 

  

 

  

  

Goodwill (1)

$

1,249,654

$

476,732

$

$

1,726,386

Intangible Assets (2)

 

52,037

 

657

 

280,542

 

333,236

December 31, 2024

 

  

 

  

 

  

 

  

Goodwill

$

850,035

$

364,018

$

$

1,214,053

Intangible Assets

 

8,714

 

778

 

75,071

 

84,563

(1) Wholesale Banking and Consumer Banking includes gross carrying values of $399.6 million and $112.7 million, respectively, related to goodwill from the Sandy Spring acquisition. Refer to Note 2 “Acquisitions” for more information.
(2) Wholesale Banking and Corporate Other includes gross carrying values of $46.3 million and $244.4 million, respectively, related to intangible assets from the Sandy Spring acquisition. Refer to Note 2 “Acquisitions” for more information.

Amortization expense of intangibles for the three months ended September 30, 2025 and 2024 totaled $18.1 million and $5.8 million, respectively, and totaled $42.0 million and $13.7 million, respectively, for the nine months ended September 30, 2025 and 2024. As of September 30, 2025, the estimated remaining amortization expense of intangibles is as follows for the years ending (dollars in thousands):

For the remaining three months of 2025

    

$

17,691

2026

60,282

2027

50,407

2028

41,936

2029

35,235

Thereafter

127,685

Total estimated amortization expense

$

333,236