Annual report [Section 13 and 15(d), not S-K Item 405]

ACQUISITIONS (Tables)

v3.25.4
ACQUISITIONS (Tables)
12 Months Ended
Dec. 31, 2025
Schedule of pro forma amounts

The following table presents for illustrative purposes only certain unaudited pro forma information as if the Company had acquired Sandy Spring on January 1, 2024 and American National on January 1, 2023. These results combine the historical results of Sandy Spring and American National in the Company's Consolidated Statements of Income and while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity. These results are not indicative of what would have occurred had the Sandy Spring and American National acquisitions taken place on January 1, 2024 and January 1, 2023, respectively. No adjustments have been made to the pro forma results regarding possible revenue enhancements, provision for credit losses, or expense efficiencies. Pro forma adjustments below include the net impact of Sandy Spring’s and American National’s accretion and the elimination of merger-related costs, as disclosed below. The Company expects to achieve further operating cost savings and other business synergies, as a result of the Sandy Spring and American National acquisitions, which are not reflected in the pro forma amounts below (dollars in thousands):

For the years ended

December 31, 

  ​ ​ ​

  ​ ​ ​

2025 (2)

  ​ ​ ​

2024 (3)

  ​ ​ ​

2023 (4)

(unaudited)

(unaudited)

(unaudited)

Total revenues (1)

$

1,521,337

$

1,420,799

$

846,174

Net income available to common shareholders (5)

$

405,525

$

347,515

$

238,662

(1) Includes net interest income and noninterest income.

(2) Includes the net impact of Sandy Spring’s accretion adjustments of $21.0 million for the year ended December 31, 2025.

(3) Includes the net impact of Sandy Spring’s and American National’s accretion adjustments of $85.8 million and $5.0 million, respectively, for the year ended December 31, 2024.

(4) Includes the net impact of American National’s accretion adjustments of $19.7 million for the year ended December 31, 2023.

(5) For the years ended December 31, 2025, 2024, and 2023, excludes merger-related costs as noted below.

American National  
Schedule of consideration transferred and fair value of assets acquired and liabilities assumed

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

Purchase price consideration

 

  ​

$

505,473

Fair value of assets acquired:

 

  ​

 

  ​

Cash and cash equivalents

$

55,060

 

  ​

Securities AFS

 

507,764

 

  ​

LHFS

 

2,611

 

  ​

LHFI

2,151,517

Premises and equipment

 

35,802

 

  ​

CDI and other intangibles

 

84,687

 

  ​

BOLI

30,627

Other assets

 

78,829

 

  ​

Total assets

$

2,946,897

 

  ​

Fair value of liabilities assumed:

 

  ​

 

  ​

Deposits

$

2,583,089

 

  ​

Short-term borrowings

 

98,336

 

  ​

Long-term borrowings

 

25,890

 

  ​

Other liabilities

 

22,951

 

  ​

Total liabilities

$

2,730,266

 

  ​

Fair value of net assets acquired

 

  ​

$

216,631

Goodwill

 

  ​

$

288,842

Sandy Spring  
Schedule of consideration transferred and fair value of assets acquired and liabilities assumed

The following table provides a preliminary assessment of the consideration transferred and the fair value of the assets acquired and liabilities assumed as of the date of the Sandy Spring acquisition, 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 AFS

 

1,266,925

 

  ​

Restricted stock

68,310

LHFS - CRE

 

1,839,638

 

  ​

LHFS - Non-CRE

29,152

LHFI

8,603,683

Premises and equipment

 

59,402

 

  ​

CDI and other intangibles

 

290,650

 

  ​

BOLI

170,482

Lease ROU assets

40,808

Other assets (1)

 

327,797

 

  ​

Total assets

$

12,967,058

 

  ​

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

 

  ​

$

756,735

Goodwill

 

  ​

$

519,234

(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.