January 23, 2026 - EXHIBIT 99.2 - 8-K: Current report | Huntington Bancshares Incorporated (HBAN)

Exhibit 99.2

Consolidated Balance Sheets

Cadence Bank and Subsidiaries

(Unaudited)

(In thousands, except share and per share amounts)	September 30, 2025			December 31, 2024
ASSETS
Cash and due from banks	$	839,841		$	624,884
Interest bearing deposits with other banks and Federal funds sold		1,049,332			1,106,692
Total cash and cash equivalents		1,889,173			1,731,576
Available for sale securities, at fair value		9,616,389			7,293,988
Loans and leases, net of unearned income		36,801,836			33,741,755
Allowance for credit losses		496,199			460,793
Net loans and leases		36,305,637			33,280,962
Loans held for sale, at fair value		261,680			244,192
Premises and equipment, net		855,275			783,456
Goodwill		1,515,771			1,366,923
Other intangible assets, net		149,039			83,190
Bank-owned life insurance		768,887			651,838
Other assets		1,920,501			1,583,065
TOTAL ASSETS	$	53,282,352		$	47,019,190
LIABILITIES
Noninterest bearing demand deposits	$	9,036,907		$	8,591,805
Interest bearing demand and money market deposits		20,518,436			19,345,114
Savings		3,095,622			2,588,406
Time deposits		11,270,491			9,970,876
Total deposits		43,921,456			40,496,201
Securities sold under agreement to repurchase		29,532			23,616
Short-term FHLB borrowings		925,000			—
Subordinated and long-term borrowings		1,330,657			10,706
Other liabilities		992,611			918,984
TOTAL LIABILITIES		47,199,256			41,449,507
SHAREHOLDERS' EQUITY
Series A Non-Cumulative Perpetual Preferred stock, $0.01 par value per share; authorized - 500,000,000 shares; issued and outstanding - 6,900,000 shares for both periods presented		166,993			166,993
Common stock, $2.50 par value per share; authorized - 500,000,000 shares; issued and outstanding - 186,307,016 and 183,527,575 shares, respectively		465,768			458,819
Capital surplus		2,813,356			2,742,913
Accumulated other comprehensive loss		(493,782	)		(694,495	)
Retained earnings		3,130,761			2,895,453
TOTAL SHAREHOLDERS' EQUITY		6,083,096			5,569,683
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	53,282,352		$	47,019,190

See accompanying notes to the unaudited consolidated financial statements.

Consolidated Statements of Income

Cadence Bank and Subsidiaries

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
(In thousands, except per share amounts)	2025		2024			2025		2024
INTEREST REVENUE:
Loans and leases	$	588,570	$	555,862		$	1,668,311	$	1,624,487
Available for sale securities:
Taxable		86,144		59,732			211,731		185,989
Tax-exempt		5,952		638			7,215		1,963
Loans held for sale		1,758		1,630			4,943		4,467
Short-term investments		22,219		29,851			47,299		110,130
Total interest revenue		704,643		647,713			1,939,499		1,927,036
INTEREST EXPENSE:
Interest bearing demand deposits and money market accounts		136,105		142,179			390,810		437,861
Savings		5,378		3,695			12,769		11,238
Time deposits		112,720		94,944			312,341		264,786
Federal funds purchased and securities sold under agreement to repurchase		818		561			4,881		3,808
Short-term borrowings		11,807		42,003			24,718		125,656
Subordinated and long-term borrowings		14,088		2,873			28,961		12,003
Total interest expense		280,916		286,255			774,480		855,352
Net interest revenue		423,727		361,458			1,165,019		1,071,684
Provision for credit losses		32,000		12,000			83,000		56,000
Net interest revenue, after provision for credit losses		391,727		349,458			1,082,019		1,015,684
NONINTEREST REVENUE:
Wealth management		24,515		24,110			73,092		70,949
Deposit service charges		19,047		18,814			54,844		54,803
Credit card, debit card and merchant fees		13,484		12,649			38,445		37,581
Mortgage banking		4,469		1,133			19,818		13,749
Security gains (losses), net		4,311		(2,947	)		4,302		(2,960	)
Other		27,652		32,142			86,545		96,223
Total noninterest revenue		93,478		85,901			277,046		270,345
NONINTEREST EXPENSE:
Salaries and employee benefits		173,485		152,237			483,797		456,926
Occupancy and equipment		31,892		28,894			90,408		86,901
Data processing and software		36,120		29,164			93,953		88,658
Deposit insurance assessments		10,037		7,481			27,251		31,637
Amortization of intangibles		7,539		3,933			15,253		11,998
Merger expense		19,789		—			22,283		—
Other		41,384		37,729			119,513		103,223
Total noninterest expense		320,246		259,438			852,458		779,343
Income before income taxes		164,959		175,921			506,607		506,686
Income tax expense		35,110		39,482			108,891		115,797
Net income	$	129,849	$	136,439			397,716		390,889
Less: preferred dividends		2,372		2,372			9,488		7,116
Net income available to common shareholders	$	127,477	$	134,067		$	388,228	$	383,773

Basic earnings per common share	$	0.68	$	0.74		$	2.10	$	2.10
Diluted earnings per common share	$	0.67	$	0.72		$	2.07	$	2.07

See accompanying notes to the unaudited consolidated financial statements.

Consolidated Statements of Comprehensive Income

Cadence Bank and Subsidiaries

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
(In thousands)	2025		2024			2025		2024
Net income	$	129,849	$	136,439		$	397,716	$	390,889
Other comprehensive income, net of tax:
Unrealized gains on AFS securities:
Net unrealized gains, net of income taxes of $(24,284), $(59,934), $(60,538), and $(53,209), respectively		78,526		193,808			195,760		172,061
Reclassification adjustment for net gains (losses) realized in net income, net of income taxes of $(1,018), $696, $(1,016), and $699, respectively		3,293		(2,251	)		3,286		(2,261	)
Net change in unrealized gains on AFS securities, net of tax		81,819		191,557			199,046		169,800
Recognized employee benefit plan net periodic benefit cost, net of income taxes of $(171), $(173), $(515), and $(521), respectively		556		563			1,667		1,687
Other comprehensive income, net of tax		82,375		192,120			200,713		171,487
Comprehensive income	$	212,224	$	328,559		$	598,429	$	562,376

See accompanying notes to the unaudited consolidated financial statements.

Consolidated Statements of Shareholders' Equity

Cadence Bank and Subsidiaries

(Unaudited)

	Preferred Stock				Common Stock						Capital			Accumulated Other Comprehensive			Retained			Total Shareholders'
(In thousands, except share and per share amounts)	Shares		Amount		Shares			Amount			Surplus			(Loss) Income			Earnings			Equity
Balance at December 31, 2024		6,900,000	$	166,993		183,527,575		$	458,819		$	2,742,913		$	(694,495	)	$	2,895,453		$	5,569,683
Net income		—		—		—			—			—			—			133,222			133,222
Other comprehensive income, net of tax		—		—		—			—			—			73,292			—			73,292
Equity based compensation, net of forfeitures and shares withheld to cover taxes		—		—		519,724			1,299			(6,087	)		—			—			(4,788	)
Repurchase of stock, net of excise tax		—		—		(879	)		(2	)		(27	)		—			—			(29	)
Preferred dividends declared, $0.34 per share		—		—		—			—			—			—			(2,372	)		(2,372	)
Cash dividends declared, $0.275 per share		—		—		—			—			—			—			(50,467	)		(50,467	)
Balance at March 31, 2025		6,900,000	$	166,993		184,046,420		$	460,116		$	2,736,799		$	(621,203	)	$	2,975,836		$	5,718,541
Net income		—		—		—			—			—			—			134,645			134,645
Other comprehensive income, net of tax		—		—		—			—			—			45,046			—			45,046
Equity based compensation, net of forfeitures and shares withheld to cover taxes		—		—		32,255			82			8,937			—			—			9,019
Repurchase of stock, net of excise tax		—		—		(71,409	)		(179	)		(2,107	)		—			—			(2,286	)
Issuance of stock in conjunction with acquisitions		—		—		2,299,750			5,749			61,542			—			—			67,291
Preferred dividends declared, $0.69 per share		—		—		—			—			—			—			(4,744	)		(4,744	)
Cash dividends declared, $0.275 per share		—		—		—			—			—			—			(51,229	)		(51,229	)
Balance at June 30, 2025		6,900,000	$	166,993		186,307,016		$	465,768		$	2,805,171		$	(576,157	)	$	3,054,508		$	5,916,283
Net income		—		—		—			—			—			—			129,849			129,849
Other comprehensive income, net of tax		—		—		—			—			—			82,375			—			82,375
Equity based compensation, net of forfeitures and shares withheld to cover taxes		—		—		—			—			8,185			—			—			8,185
Preferred dividends declared, $0.34 per share		—		—		—			—			—			—			(2,372	)		(2,372	)
Cash dividends declared, $0.275 per share		—		—		—			—			—			—			(51,224	)		(51,224	)
Balance at September 30, 2025		6,900,000	$	166,993		186,307,016		$	465,768		$	2,813,356		$	(493,782	)	$	3,130,761		$	6,083,096

Consolidated Statements of Shareholders' Equity (continued)

Cadence Bank and Subsidiaries

(Unaudited)

	Preferred Stock				Common Stock						Capital			Accumulated Other Comprehensive			Retained			Total Shareholders'
(In thousands, except share and per share amounts)	Shares		Amount		Shares			Amount			Surplus			(Loss) Income			Earnings			Equity
Balance at December 31, 2023		6,900,000	$	166,993		182,871,775		$	457,179		$	2,743,066		$	(761,829	)	$	2,562,434		$	5,167,843
Net income		—		—		—			—			—			—			116,978			116,978
Other comprehensive loss, net of tax		—		—		—			—			—			(29,504	)		—			(29,504	)
Equity based compensation, net of forfeitures and shares withheld to cover taxes		—		—		467,143			1,168			(3,231	)		—			—			(2,063	)
Repurchase of stock, net of excise tax		—		—		(657,593	)		(1,644	)		(15,248	)		—			—			(16,892	)
Preferred dividends declared, $0.34 per share		—		—		—			—			—			—			(2,372	)		(2,372	)
Cash dividends declared, $0.25 per share		—		—		—			—			—			—			(45,598	)		(45,598	)
Cumulative effect of change in accounting principle, net of tax, for ASU 2023-02		—		—		—			—			—			—			1,540			1,540
Balance at March 31, 2024		6,900,000	$	166,993		182,681,325		$	456,703		$	2,724,587		$	(791,333	)	$	2,632,982		$	5,189,932
Net income		—		—		—			—			—			—			137,472			137,472
Other comprehensive income, net of tax		—		—		—			—			—			8,871			—			8,871
Equity based compensation, net of forfeitures and shares withheld to cover taxes		—		—		84,153			211			8,486			—			—			8,697
Repurchase of stock, net of excise tax		—		—		(335,051	)		(838	)		(8,417	)		—			—			(9,255	)
Preferred dividends declared, $0.34 per share		—		—		—			—			—			—			(2,372	)		(2,372	)
Cash dividends declared, $0.25 per share		—		—		—			—			—			—			(45,587	)		(45,587	)
Balance at June 30, 2024		6,900,000	$	166,993		182,430,427		$	456,076		$	2,724,656		$	(782,462	)	$	2,722,495		$	5,287,758
Net income		—		—		—			—			—			—			136,439			136,439
Other comprehensive income, net of tax		—		—		—			—			—			192,120			—			192,120
Equity based compensation, net of forfeitures and shares withheld to cover taxes		—		—		1,281			3			8,075			—			—			8,078
Exercise of stock options		—		—		206,829			517			5,210			—			—			5,727
Repurchase of stock, net of excise tax		—		—		(323,395	)		(808	)		(8,501	)		—			—			(9,309	)
Preferred dividends declared, $0.34 per share		—		—		—			—			—			—			(2,372	)		(2,372	)
Cash dividends declared, $0.25 per share		—		—		—			—			—			—			(45,578	)		(45,578	)
Balance at September 30, 2024		6,900,000	$	166,993		182,315,142		$	455,788		$	2,729,440		$	(590,342	)	$	2,810,984		$	5,572,863

See accompanying notes to the unaudited consolidated financial statements.

Consolidated Statements of Cash Flows

Cadence Bank and Subsidiaries

(Unaudited)

	Nine Months Ended September 30,
(In thousands)	2025			2024
Operating Activities:
Net income	$	397,716		$	390,889
Adjustments to reconcile net income to net cash provided by operations:
Depreciation, amortization, and accretion		69,288			157,180
Deferred income tax expense		130,746			13,859
Provision for credit losses		83,000			56,000
Gain on sale of loans, net		(21,276	)		(16,262	)
Gain on disposition of businesses		—			(14,980	)
(Gain) loss on sales of available for sale securities, net		(4,302	)		2,960
Unrealized gain on limited partnerships, net		(8,026	)		(8,664	)
Gain on trading securities		(45	)		(10	)
Share-based compensation expense		23,192			25,490
Proceeds from payments and sales of loans held for sale		1,075,381			899,810
Origination of loans held for sale		(1,036,194	)		(893,394	)
Increase in accrued interest receivable		(19,721	)		(10,389	)
Increase in accrued interest payable		36,343			140,839
Purchases of trading securities		(18,000	)		(4,000	)
Proceeds from sales of trading securities		18,045			4,010
Net increase in prepaid pension asset		(3,655	)		(4,337	)
(Increase) decrease in other assets		(131,300	)		43,950
(Decrease) increase in other liabilities		(45,897	)		29,938
Other, net		(18,976	)		(14,365	)
Net cash provided by operating activities		526,319			798,524
Investing Activities:
Net cash received from business acquisitions		503,838			—
Proceeds from disposition of business, net of cash transferred		—			15,308
Purchases of available for sale securities		(3,627,434	)		(751,846	)
Proceeds from sales of available for sale securities		3,070,117			15,059
Proceeds from maturities, calls, and payments of available for sale securities		1,002,993			1,168,339
Loss on fair value hedge termination		4,290			—
(Purchases of) proceeds from sales of FRB and FHLB stock, net		(118,831	)		3,078
Increase in loans, net		(1,728,241	)		(979,536	)
Purchases of premises and equipment		(54,904	)		(58,253	)
Proceeds from sales of premises and equipment		4,524			16,995
Proceeds from disposition of foreclosed and repossessed property		10,180			6,626
Proceeds from sales of loans transferred to held for sale		—			58,253
Net death benefits received on bank owned life insurance		13,603			3,014
Purchases of tax credit investments		(92,237	)		(50,156	)
Purchases of limited partnership interests		(22,839	)		(22,236	)
Other, net		8,795			10,850
Net cash used in investing activities		(1,026,146	)		(564,505	)

Consolidated Statements of Cash Flows (continued)

Cadence Bank and Subsidiaries

(Unaudited)

	Nine Months Ended September 30,
(In thousands)	2025			2024
Financing Activities:
(Decrease) increase in deposits, net		(1,406,796	)		347,455
Net change in securities sold under agreement to repurchase and federal funds purchased		5,916			(434,552	)
Net change in short-term FHLB advances		825,000			—
Long-term borrowings called, repurchased, or repaid		(22,330	)		(207,364	)
Repayment of long-term FHLB advances		(39	)		—
Proceeds from long-term FHLB advances		1,430,000			—
Exercise of stock options		—			5,727
Repurchase of common stock		(2,315	)		(35,456	)
Cash dividends paid on common stock		(152,972	)		(136,764	)
Cash dividends paid on preferred stock		(9,488	)		(7,116	)
Cash paid for tax withholding on vested share-based compensation and other		(9,552	)		(10,088	)
Net cash provided by (used in) financing activities		657,424			(478,158	)
Net increase (decrease) in cash and cash equivalents		157,597			(244,139	)
Cash and cash equivalents at beginning of period		1,731,576			4,232,265
Cash and cash equivalents at end of period	$	1,889,173		$	3,988,126

Supplemental Disclosures
Cash paid during the period for:
Interest	$	715,146		$	714,514
Income tax payments, net		28,155			112,425
Cash paid for amounts included in lease liabilities		13,679			13,345
Non-cash investing and financing activities, at fair value:
Acquisition of real estate and other assets in settlement of loans		20,135			5,813
Transfers of loans held for sale to loans		7,590			5,802
Transfers of loans to loans held for sale		38,038			60,974
Right of use assets obtained in exchange for new operating lease liabilities		8,845			6,542
Increase in funding obligations for certain tax credit investments		96,784			26,455

See accompanying notes to unaudited consolidated financial statements.

Notes to Unaudited Consolidated Financial Statements

Cadence Bank and Subsidiaries

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying unaudited consolidated financial statements for the Company have been prepared in accordance with instructions to the SEC Form 10-Q and Article 10 of Regulation S-X; therefore, they do not include all information and notes necessary for a fair presentation of financial position, results of operations, comprehensive income, and cash flows in conformity with GAAP. All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the periods covered by this report have been included. These interim financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024. Operating results for the period ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The consolidated balance sheet at December 31, 2024 has been derived from the audited financial statements included in our Form 10-K for the year ended December 31, 2024.

The Company and its subsidiaries follow GAAP, including, where applicable, general practices within the banking industry. The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. The assessment of whether or not the Company has a controlling interest (i.e., the primary beneficiary) in a VIE is performed on an on-going basis. All equity investments in non-consolidated VIEs are included in “other assets” in the Company’s consolidated balance sheets (see Note 17 for more information).

Certain amounts reported in prior years have been reclassified to conform to the 2025 presentation. These reclassifications did not materially impact the Company’s consolidated financial statements.

In accordance with GAAP, the Company’s management evaluated subsequent events for potential recognition or disclosure in the consolidated financial statements through the date of the issuance of the consolidated financial statements (See Note 18 for more information).

Recent Accounting Pronouncements

ASU No. 2023-05

In August 2023, the FASB issued ASU No. 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The ASU applies to the formation of entities that meet the definition of a joint venture (or a corporate joint venture) as defined in the FASB ASC Master Glossary. The amendments in the ASU require that a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value (with exceptions to fair value measurement that are consistent with the business combinations guidance). The ASU allows a joint venture to apply measurement period guidance in accordance with ASC 805-10, allowing the amounts recognized upon formation to be adjusted for provisional items during the measurement period not to exceed one year from the formation date.

The ASU does not amend the definition of a joint venture, the existing guidance for the accounting by an equity method investor for its investment in a joint venture, or the accounting by a joint venture for contributions received subsequent to formation.

The amendments are effective prospectively for all joint ventures with a formation date on or after January 1, 2025, and early adoption is permitted. A joint venture that was formed before the effective date of the ASU may elect to apply the amendments retrospectively if it has sufficient information. There was no impact from this guidance on the Company’s consolidated financial statements.

ASU No. 2023-08

In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The amendments are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period.

The amendments in the ASU are effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If amendments are adopted in an interim period, they must be adopted as of the beginning of the fiscal year that includes that interim period. There was no impact from this guidance on the Company’s consolidated financial statements.

ASU No. 2023-09

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments intended to improve the effectiveness of income tax disclosures.

The amendments in the ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. As this guidance is solely disclosure related, there will be no quantitative impact to the Company’s consolidated financial statements.

ASU No. 2024-01

In March 2024, the FASB issued ASU No. 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, which provides four cases illustrating the scope application of Topic 718 for profits interest awards. Determining whether a profits interest award should be accounted for as a share-based payment arrangement or other compensation requires judgment based on the facts and circumstances of the specific transaction. The illustrative example includes four fact patterns to demonstrate how an entity would apply the scope guidance in Topic 718 to determine whether profits interest awards should be accounted for in accordance with Topic 718.

The amendments in the ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied either (1) retrospectively to all prior periods presented in the financial statements or (2) prospectively to profits, interest, and similar awards grated or modified on or after the date at which the entity first applies the amendments. There was no impact from this guidance on the Company’s consolidated financial statements.

ASU No. 2024-02

In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements, which contains amendments that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. Generally, the amendments are not intended to result in significant accounting change for most entities. However, the FASB recognized that changes to that guidance may result in accounting change for some entities. Therefore, the FASB provided transition guidance for all the amendments in this Update.

These amendments are effective for public business entities for fiscal years beginning after December 15, 2024. Early application of the amendments is permitted for all entities, for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. There was no significant impact from this guidance on the Company’s consolidated financial statements.

ASU No. 2025-02

In March 2025, the FASB issued ASU No. 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122 to remove SEC paragraphs pursuant to the issuance of the SEC Staff Accounting Bulletin No. 122, Accounting for Obligations To Safeguard Crypto-Assets an Entity Holds for Its Platform Users. The amendments are effective immediately. There was no impact from this guidance on the Company’s consolidated financial statements.

Pending Accounting Pronouncements

ASU No. 2023-06

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, that incorporates certain SEC disclosure requirements into the FASB ASC. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations.

The ASU modifies the disclosure or presentation requirements of a variety of Topics in the Codification. The requirements are relatively narrow in nature. Some of the amendments represent clarifications to, or technical corrections of, the current requirements.

The effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. If by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. As this guidance is solely disclosure related, the Company does not anticipate any quantitative impact to the Company’s consolidated financial statements.

ASU No. 2024-03

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income— Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosures in the note to the financial statements regarding specific expenses. The amendments do not change or remove existing disclosure requirements. The amendments improve disclosure requirements through enhanced expense disaggregation.

The amendments require disclosures in each interim and annual reporting periods. The amendments are effective for fiscal year beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Prospective adoption is required, however an entity may choose to adopt retrospectively. Early adoption is permitted. As this guidance is solely disclosure related, the Company does not anticipate any quantitative impact to the Company’s consolidated financial statements.

ASU No. 2024-04

In November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion.

The amendments are effective for all entities for fiscal years beginning after December 15, 2025. Early adoption is permitted as of the beginning of the annual reporting period for all entities that have adopted ASU 2020-06. If an entity adopts ASU No. 2024-04 in an interim reporting period, it should adopt it as of the beginning of the annual reporting period that includes that interim reporting period. The Company does not anticipate any impact from this guidance on its consolidated financial statements.

ASU No. 2025-01

In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to clarify the interim effective date for ASU 2024-03 for entities that do not have an annual reporting period that ends on December 31. The amendments are effective for fiscal year beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Since Company’s fiscal year-end and the calendar year-end are the same, the Company does not anticipate that these amendments will have any effect on Company’s consolidated financial statements.

ASU No. 2025-03

In May, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity to clarify the guidance to determine the accounting acquirer for transactions in which the legal acquiree is a VIE that meets the definition of a business. The amendments are effective for fiscal years beginning after December 15, 2026. Early adoption is permitted in reporting periods in which financial statements have not been issued. If the amendment are adopted in an interim period, they should be adopted as of the beginning the interim period or annual period. The amendments should be applied on a prospective basis to transactions whose closing dates occurs after adoption of the amendments. The Company does not anticipate that these amendments will have any effect on Company’s consolidated financial statements.

ASU No. 2025-04

In May, the FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer to clarify the timing to recognize revenue for entities that offer share-based consideration to customers to incentivize the customers to purchase its goods or services. The amendments are effective for the fiscal period beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted in an interim or annual period in which financial statements have not yet been issued. If an entity adopts the amendments in an interim reporting period, it should adopt it as of the beginning of the annual period that includes that interim reporting period. The Company does not anticipate that these amendments will have any effect on Company’s consolidated financial statements.

ASU No. 2025-05

In July, FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets which provides a practical expedient for estimating credit losses on certain assets and a policy election for entities other than public entities who adopt the practical expedient. The practical expedient allows all entities to assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for eligible assets. The amendments are effective for the fiscal period beginning after December 15, 2025, and interim reporting periods within those annual periods. Early adoption is permitted. An entity should apply the amendments prospectively to estimates of expected credit losses on asset balances after the date of adoption. The Company does not anticipate that these amendments will have a material effect on Company’s consolidated financial statements.

ASU No. 2025-06

In September, FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software to improve the usefulness of the guidance by removing references to project stages so that the guidance is neutral to various software development methods. The ASU requires that an entity should capitalize software costs when both: Management has authorized and committed to funding the software project; and it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software.

The amendments are effective for all entities for fiscal periods beginning after December 15, 2027. Early adoption is permitted as of the beginning of an annual fiscal period. Transition can be done using the prospective method, the modified transition approach or retrospectively. The Company is still evaluating the effects on the Company’s consolidated financial statements.

ASU No. 2025-07

In September, FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract to clarify two issues in ASC 815 and ASC 606. In the first issue clarified, the ASU provides a scope exception for certain contracts with underlyings that are based on the operations or activities of one of the parties to the contract. The second issue clarified is the applicability of ASC Topic 606 and its interaction with other ASC Topics in the accounting for share-based noncash consideration received from a customer for the transfer of goods or services.

This amendments are effective for fiscal beginning after December 15, 2026. Early adoption is permitted. The Company does not anticipate that these amendments will have any effect on Company’s consolidated financial statements.

NOTE 2. BUSINESS COMBINATIONS

FCB Financial Corp.

On May 1, 2025, the Company completed its acquisition of FCB Financial Corp. (“FCB Financial”), the bank holding company for FCB (collectively referred to as “First Chatham”), pursuant to an Agreement and Plan of Merger dated January 22, 2025 by and between the Company and FCB Financial (the “FCB Merger Agreement”). Upon the completion of the merger of FCB Financial with and into the Company, FCB, FCB Financials’ wholly-owned banking subsidiary, was merged with and into the Company. First Chatham was a Savannah, Georgia-based community bank operating eight branches across the Greater Savannah Area. Under the terms of the FCB Merger Agreement, the Company issued 2.3 million shares of common stock and paid $23.1 million in cash for all outstanding shares of First Chatham. The purchase price allocation and certain fair value measurements, as well as the evaluation of the tax positions of the merger, are currently under management’s review and are subject to potential changes.

The following table presents the amounts recorded on the consolidated balance sheet on the acquisition date of May 1, 2025 for First Chatham, showing the estimated fair value as adjusted during the measurement period (in thousands):

Fair Value of Assets Acquired:
Cash and cash equivalents	$	142,506
Available for sale securities		45,603
Loans and leases		382,608
Allowance for credit losses		(8,075	)
Premises and equipment		13,741
Other intangible assets, net		12,338
Other assets		24,068
Total Fair Value of Assets Acquired	$	612,789
Fair Value of Liabilities Assumed:
Deposits	$	523,595
Junior subordinated debt		12,330
Other liabilities		9,165
Total Fair Value of Liabilities Assumed	$	545,090
Fair Value of Net Assets Acquired	$	67,699
Consideration Paid:
Market value of common stock		67,291
Total cash paid		23,109
Total Consideration Paid	$	90,400
Goodwill	$	22,701

Industry Bancshares, Inc.

On July 1, 2025, the Company completed its acquisition of IBS, the bank holding company for Bank of Brenham, Citizens State Bank, Fayetteville Bank, Industry State Bank, The First National Bank of Bellville and The First National Bank of Shiner (collectively, the “Industry Banks”), pursuant to an Agreement and Plan of Merger (the “IBS Merger Agreement”) dated April 25, 2025. Under the terms of the IBS Merger Agreement, IBS and the Industry Banks were merged with and into the Company with the Company being the surviving entity. The Company paid $20 million in cash for all outstanding shares of IBS. The purchase price allocation and certain fair value measurements, as well as the evaluation of the tax positions of the merger, are under management’s review due to the timing of the closing of the mergers.

During the third quarter of 2025, the $2.5 billion of securities acquired in the IBS transaction were sold, with the proceeds redeployed to purchase securities with higher average earning yields and the remainder deployed to paydown wholesale funding. The Company incurred losses of $4.3 million on the termination of fair value hedges related to the IBS securities portfolio, which was reported in other noninterest revenue in the consolidated statements of income. This loss was offset by the $4.3 million related net gain on securities sales, which is shown separately in the consolidated statements of income.

The following table presents the amounts recorded on the consolidated balance sheet on the acquisition date of July 1, 2025 for IBS, showing the estimated fair value as adjusted during the measurement period (in thousands):

Fair Value of Assets Acquired:
Cash and cash equivalents	$	404,441
Available for sale securities		2,467,885
Loans and leases		1,025,783
Allowance for credit losses		(15,149	)
Premises and equipment		52,038
Other intangible assets, net		68,764
Other assets		251,571
Total Fair Value of Assets Acquired	$	4,255,333
Fair Value of Liabilities Assumed:
Deposits	$	4,307,490
Other liabilities		53,990
Total Fair Value of Liabilities Assumed		4,361,480
Fair Value of Net Liabilities Assumed		(106,147	)
Cash Consideration Paid		20,000
Goodwill	$	126,147

The following is a description of the methods used to estimate the fair values of significant assets acquired and liabilities assumed above.

Cash and cash equivalents: The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Securities available for sale: Fair values for securities were based on sales prices of the securities shortly after the merger’s close date.

Loans: Fair values for loans were estimated based on a discounted cash flow methodology (income approach) that considered factors including loan type and related collateral, classification status, remaining term of the loan (in months), fixed or variable interest rate, past delinquencies, timing of principal and interest payments, current market rates, LTV, and current discount rates. The discount rate did not include an explicit factor for credit losses, as it was included as a reduction to the estimated cash flows. Large loans were specifically reviewed to evaluate credit risk. Additionally, PCD loans that were determined to have more-than-insignificant deterioration were generally identified by the delinquency status, risk rating changes, credit rating, accruing status or other indicators of credit deterioration since origination. Loans were valued individually although multiple inputs and assumptions were applied to loans with similar characteristics as appropriate. These factors resulted in an $8.9 million and $27.6 million fair value net discount to loans for First Chatham and IBS, respectively, which will be accreted over the remaining life of each loan. The book value of the acquired loans was $387.3 million and $1.1 billion for First Chatham and IBS, respectively.

Allowance for Credit Losses: ACL of $8.1 million and $15.1 million was recorded on the identified PCD loans in accordance with ASC 326 for First Chatham and IBS, respectively. An ACL of $4.2 million was recorded on non-PCD loans and reported as provision expense during the three months ended June 30, 2025 for First Chatham. An ACL of $5.5 million was recorded on non-PCD loans and reported as provision expense during the three months ended September 30, 2025 for IBS.

While there were significant similarities in the application of ASC 326 by the Company, First Chatham and IBS, steps were taken by management to align the First Chatham and IBS processes to ensure that the ACL reported at the time of the First Chatham and IBS mergers in the tables above and in all subsequent reporting periods is consistent with the ACL policies as outlined in Note 1 – Summary of Significant Accounting Policies to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2024, and Note 5 – Allowance for Credit Losses. These steps included conforming certain First Chatham and IBS assumptions (e.g., the reasonable and supportable forecast of future economic conditions and the reasonable and supportable forecast period, among others) to that of the Company.

Intangible assets: Core deposit intangible asset represents the value of the relationships with deposit clients. The fair value for the core deposit intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected client attrition rates, net maintenance cost of the deposit base, alternative costs of funds, and the interest costs associated with the client deposits. The core deposit intangible asset is being amortized over its estimated useful life of approximately ten years utilizing an accelerated method.

ROU Assets and Lease Liabilities: ROU assets and lease liabilities were measured using a methodology that involved estimating the future rental payments over the remaining lease term with discounting using a fully-collateralized discount rate. The lease term was determined for individual leases based on management’s assessment of the probability of exercising existing renewal options. Adjustments for any off-market terms in a lease were also discounted and applied to the balance of the lease asset.

Premises: Land and buildings held for use were valued at appraised values, which reflect considerations of recent disposition values for similar property types with adjustments for characteristics of individual properties.

Deposits: The fair values used for the demand and savings deposits by definition equal the amount payable on demand at the acquisition date. Fair values for time deposits were estimated using a discounted cash flow analysis applying the prevailing market interest rates currently offered to the contractual interest rates on such time deposits.

Borrowings: The fair value of the junior subordinated debentures acquired from First Chatham were estimated using a discounted cash flow calculation. The valuation took into consideration comparable market rates and management’s execution of the call option in the first available period. The finalization of these analyses through the measurement period is not expected to significantly impact the income statement.

The following table presents certain unaudited pro forma information for the results of operations for the nine months ended September 30, 2024 and 2025, as if First Chatham and IBS had been acquired on January 1, 2024. The pro forma results combine the historical results of First Chatham and IBS into the Company’s consolidated income statements including the impact of certain acquisition accounting adjustments including loan discount accretion, investment securities discount and premium accretion, intangible assets amortization and deposit premium accretion. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the acquisition taken place on January 1, 2024. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, provision for credit losses, expense efficiencies or asset dispositions.

	Nine Months Ended September 30,
	2025		2024
(In thousands)	Pro Forma		Pro Forma
Total revenues (net interest income and noninterest income)	$	1,495,283	$	1,434,552
Net income	$	384,615	$	385,938

Revenues and earnings of the acquired companies since the acquisition date have not been disclosed as it is not practicable since First Chatham and IBS were merged into the Company and separate financial information is not available nor considered material.

FCB and IBS merger-related expenses of $8.9 million and $22.3 million, respectively, incurred during 2025 are recorded in the consolidated income statement and include costs incurred to complete the acquisitions, as well as incremental costs related to the closing of the transactions, including legal, accounting and auditing, investment banker fees, certain employment related costs, travel, printing, supplies, and other costs.

NOTE 3. AVAILABLE FOR SALE SECURITIES AND EQUITY SECURITIES

The amortized cost, unrealized gains and losses, and estimated fair value of AFS securities are presented in the following tables:

(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
September 30, 2025
U.S. government agency securities	$	285,438	$	14	$	30,774	$	254,678
MBS issued or guaranteed by U.S. agencies
Residential pass-through:
Guaranteed by GNMA		72,784		19		9,047		63,756
Issued by FNMA and FHLMC		5,321,884		8,398		467,146		4,863,136
Other residential MBS		2,746,343		21,281		24,925		2,742,699
Commercial MBS		1,523,630		3,062		59,814		1,466,878
Total MBS		9,664,641		32,760		560,932		9,136,469
Obligations of states and political subdivisions		156,387		11		30,920		125,478
Corporate debt securities		33,000		—		3,297		29,703
Foreign debt securities		70,031		44		14		70,061
Total available for sale securities	$	10,209,497	$	32,829	$	625,937	$	9,616,389

(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
December 31, 2024
U.S. government agency securities	$	321,454	$	20	$	40,243	$	281,231
MBS issued or guaranteed by U.S. agencies
Residential pass-through:
Guaranteed by GNMA		78,279		—		11,698		66,581
Issued by FNMA and FHLMC		4,604,954		16		639,414		3,965,556
Other residential MBS		958,911		6,110		30,300		934,721
Commercial MBS		1,645,065		1,605		97,029		1,549,641
Total MBS		7,287,209		7,731		778,441		6,516,499
Obligations of states and political subdivisions		167,743		10		35,684		132,069
Corporate debt securities		52,751		—		5,349		47,402
Foreign debt securities		318,539		443		2,195		316,787
Total available for sale securities	$	8,147,696	$	8,204	$	861,912	$	7,293,988

For the three months ended September 30, 2025, gross gains of $17.5 million and gross losses of $13.2 million were recognized for AFS securities, compared to gross gains of $2 thousand and gross losses of $2.9 million for the same period in 2024. There were no impairment charges related to credit losses included in gross realized losses for the three months ended September 30, 2025 and 2024.

For the nine months ended September 30, 2025, gross gains of $17.5 million and gross losses of $13.2 million were recognized for AFS securities, compared to gross gains of $5 thousand and gross losses of $3.0 million for the same period in 2024. There were no impairment charges related to credit losses included in gross realized losses for the nine months ended September 30, 2025 and 2024.

During the three and nine months ended September 30, 2025, the Company incurred losses of $4.3 million on the termination of fair value hedges related to the IBS securities portfolio, which was reported in other noninterest revenue in the consolidated statements of income. This loss was offset by the $4.3 million related net gain on securities sales, which is shown separately in the consolidated statements of income.

AFS securities with a carrying value of $5.2 billion and $4.0 billion at September 30, 2025 and December 31, 2024, respectively, were pledged to secure public and trust funds on deposit and for other purposes.

There were no securities held for trading or held-to-maturity at September 30, 2025 or December 31, 2024.

The amortized cost and estimated fair value of AFS securities at September 30, 2025 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

(In thousands)	Amortized Cost		Estimated Fair Value
Maturing in one year or less	$	—	$	—
Maturing after one year through five years		14,964		14,634
Maturing after five years through ten years		306,659		288,915
Maturing after ten years		223,233		176,371
Mortgage-backed securities		9,664,641		9,136,469
Total available for sale securities	$	10,209,497	$	9,616,389

At September 30, 2025 and December 31, 2024, approximately 61.1% and 80.4% of the fair value of securities were in an unrealized loss position, respectively. At September 30, 2025, there were 836 securities in a loss position for more than twelve months, and 33 securities in a loss position for less than twelve months. At December 31, 2024, there were 871 securities in a loss position for more than twelve months, and 33 securities in a loss position for less than twelve months. A summary of AFS investments with continuous unrealized loss positions for which an ACL has not been recorded is as follows:

	Less Than 12 Months				12 Months or Longer
(In thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
September 30, 2025
U.S. government agency securities	$	30,780	$	159	$	198,933	$	30,615
MBS		777,782		3,155		4,705,194		557,777
Obligations of states and political subdivisions		—		—		121,939		30,920
Corporate debt securities		—		—		24,703		3,297
Foreign debt securities		20,017		14		—		—
Total	$	828,579	$	3,328	$	5,050,769	$	622,609

	Less Than 12 Months				12 Months or Longer
(In thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2024
U.S. government agency securities	$	74,795	$	221	$	200,798	$	40,022
MBS		249,197		2,314		5,123,218		776,127
Obligations of states and political subdivisions		303		7		121,117		35,677
Corporate debt securities		7,474		2,527		37,928		2,822
Foreign debt securities		—		—		52,806		2,195
Total	$	331,769	$	5,069	$	5,535,867	$	856,843

Management evaluates AFS securities in unrealized loss positions to determine whether the impairment is attributable to credit-related factors or noncredit-related factors. Credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. Management believes that the unrealized losses detailed in the previous tables are due to noncredit-related factors, such as changes in interest rates and other market conditions. Therefore, no ACL was recorded related to these securities at September 30, 2025 or December 31, 2024. Additionally, as of September 30, 2025 management had no intent to sell these securities, and it is more likely than not that the Company would not be required to sell the securities prior to recovery of costs. The fair value of these securities is expected to recover as they approach their maturity date or repricing date or if market yields for such investments decline.

Reported in other assets in the accompanying consolidated balance sheets, equity investments with readily determinable fair values not held for trading are recorded at fair value, with changes in fair value reported in net income. Additionally, the Company reports equity investments without readily determinable fair values in other assets in the accompanying consolidated balance sheets. These investments include investments in the common stock of the FHLB of Dallas and the FRB of St. Louis. The Company is required to own stock in the FHLB of Dallas for membership in the FHLB system and in relation to the level of FHLB advances. The Company is also required to purchase and hold shares of capital stock in the FRB of St. Louis for membership in the Federal Reserve System. The Company accounts for these investments as long-term assets and carries them at cost. During the periods ended September 30, 2025 and December 31, 2024, there were no downward or upward adjustments to these investments for impairments or price changes from observable transactions.

(In thousands)	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Value
September 30, 2025
Equity securities held at cost:
FRB stock	$	106,619	$	—	$	—	$	106,619
FHLB stock		123,189		—		—		123,189
Other equity securities		20,818		—		—		20,818
Total equity securities, held at cost	$	250,626	$	—	$	—	$	250,626
Equity securities held at fair value:
Farmer Mac stock	$	49	$	572	$	—	$	621
Community Development Fund		20,000		—		66		19,934
Total equity securities, held at fair value	$	20,049	$	572	$	66	$	20,555

(In thousands)	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Value
December 31, 2024
Equity securities held at cost:
FRB stock	$	100,567	$	—	$	—	$	100,567
FHLB stock		10,410		—		—		10,410
Other equity securities		20,582		—		—		20,582
Total equity securities, held at cost	$	131,559	$	—	$	—	$	131,559
Equity securities held at fair value:
Farmer Mac stock	$	49	$	543	$	—	$	592
Affordable Housing MBS Exchange Traded Fund		24,994		—		3,908		21,086
Total equity securities, held at fair value	$	25,043	$	543	$	3,908	$	21,678

NOTE 4. LOANS AND LEASES

The following table is a summary of our loan and lease portfolio aggregated by segment and class at the periods indicated:

(In thousands)	September 30, 2025		December 31, 2024
Commercial and industrial
Non-real estate	$	9,239,690	$	8,670,529
Owner occupied		5,291,566		4,665,015
Total commercial and industrial		14,531,256		13,335,544
Commercial real estate
Construction, acquisition and development		3,338,413		3,909,184
Income producing		7,071,911		6,015,773
Total commercial real estate		10,410,324		9,924,957
Consumer
Residential mortgages		11,604,742		10,267,883
Other consumer		255,514		213,371
Total consumer		11,860,256		10,481,254
Total loans and leases, net of unearned income ^{(1) (2)}	$	36,801,836	$	33,741,755

(1)

Total loans and leases are net of $49.4 million and $21.4 million of unearned income at September 30, 2025 and December 31, 2024, respectively.

(2)

Total loans and leases include $382.6 million of FCB loans acquired on May 1, 2025 and $1.0 billion of IBS loans acquired on July 1, 2025. See Note 2 for additional details.

The Company engages in lending to consumers, small and medium-sized business enterprises, and government entities through its community banking locations and to regional and national business enterprises through its corporate banking division. The bank acts as agent or participant in SNC and other financing arrangements with other financial institutions. Loans are issued generally to finance home purchases and improvements, personal expenditures, business investment and operations, construction and development, and income producing properties. Loans are underwritten to be repaid primarily by available cash flow from personal income, investment income, business operations, rental income, or the sale of developed or constructed properties. Collateral and personal guaranties of business owners are generally required as a condition of the financing arrangements and provide additional cash flow and proceeds from asset sales of guarantors in the event primary sources of repayment are no longer sufficient.

While loans are structured to provide protection to the Company if borrowers are unable to repay as agreed, the Company recognizes there are numerous risks that may result in deterioration of the repayment ability of borrowers and guarantors. These risks include failure of business operations due to economic, legal, market, logistical, weather, health, governmental and force majeure events. Concentrations in the Company’s loan and lease portfolio also present credit risks. The impact of a slowing economy, persistent inflation, changes in interest rates, and labor and supply chain shortages, poses additional risk to borrowers and financial institutions. As a result of these factors, there is risk for businesses to experience difficulty in meeting repayment obligations, and the Company may experience losses or deterioration in performance in its loan portfolio. For information regarding nonaccrual policies, past-dues or delinquency status, and recognizing write-offs within ACL, refer to “Note 1 - Summary of Significant Accounting Policies” included in Part II., Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The Company has identified the following segments and classes of loans and leases with similar risk characteristics for measuring expected credit losses:

Commercial and Industrial

Non-Real Estate – C&I loans are loans and leases to finance business operations, equipment and owner-occupied facilities for small and medium-sized enterprises, as well as larger corporate borrowers. These include both lines of credit and term loans which are amortized over the useful life of the assets financed. Personal and/or corporate guarantees are generally obtained where available and prudent. This category also includes loans to finance agricultural production. The Company recognizes risk from economic cycles, commodity prices, government regulation, supply-chain disruptions, product innovations or obsolescence, operational errors, lawsuits, natural disasters, losses due to fraud, theft or embezzlement, loss of sponsor support, health or loss of key personnel or competitive situations may adversely affect the scheduled repayment of business loans. In addition, risks in the agricultural sector including crop failures due to weather, insects and other blights, commodity prices, governmental intervention, lawsuits, labor or logistical disruptions.

Owner Occupied – Owner occupied loans include loans secured by business facilities to finance business operations, equipment and owner-occupied facilities primarily for small and medium-sized enterprises. These include both lines of credit and term loans which are amortized over the useful life of the assets financed. Personal guarantees, if applicable, are generally required for these loans. The Company recognizes that risk from economic cycles, government regulation, supply-chain disruptions, product innovations or obsolescence, operational errors, lawsuits, natural disasters, losses due to theft or embezzlement, health or loss of key personnel, or competitive situations may adversely affect the scheduled repayment of business loans.

Commercial Real Estate

Construction, Acquisition and Development – CAD loans include both loans and credit lines for the purpose of purchasing, carrying, and developing land into residential subdivisions or various types of commercial developments, such as industrial, warehouse, retail, office, and multi-family. This category also includes loans and credit lines for construction of residential, multi-family and commercial buildings. The Company generally engages in CAD lending primarily in local markets served by its branches. The Company recognizes that risks are inherent in the financing of real estate development and construction. These risks include location, market conditions and price volatility, change in interest rates, demand for developed land, lots and buildings, desirability of features and styling of completed developments and buildings, competition from other developments and builders, traffic patterns, remote work patterns, governmental jurisdiction, tax structure, availability of utilities, roads, public transportation and schools, availability of permanent financing for homebuyers, zoning, environmental restrictions, lawsuits, economic and business cycle, labor, and reputation of the builder or developer.

Each CAD loan is underwritten to address: (i) the desirability of the project, its market viability and projected absorption period; (ii) the creditworthiness of the borrower and the guarantor as to liquidity, cash flow and assets available to ensure performance of the loan; (iii) equity contribution to the project; (iv) the developer’s experience and success with similar projects; and (v) the value of the collateral.

A substantial portion of CAD loans are secured by real estate in markets in which the Company is located. The Company’s loan policy generally prohibits loans for the sole purpose of carrying interest reserves. Certain of the construction, acquisition and development loans were structured with interest-only terms. A portion of the residential mortgage and CRE portfolios were originated through the permanent financing of construction, acquisition and development loans. Changes in interest rates and the potential for slowing economic conditions could negatively impact borrowers’ and guarantors’ ability to repay their debt, which would make more of the Company’s loans collateral-dependent.

Income Producing – CRE loans include loans to finance income-producing commercial and multi-family properties. Lending in this category is generally limited to properties located in the Company’s market area with only limited exposure to properties located elsewhere but owned by in-market borrowers. Loans in this category include loans for neighborhood retail centers, medical and professional offices, single retail stores, industrials and apartments leased generally to local businesses and residents. The underwriting of these loans takes into consideration the occupancy and rental rates as well as the financial health of the borrower. The Company’s exposure to national retail tenants is limited. The Company recognizes that risk from economic cycles, government restrictions, delayed or missed rent payments, supply-chain disruptions, operational errors, lawsuits, natural disasters, losses due to theft or embezzlement, health or loss of key personnel or competitive situations may adversely affect the scheduled repayment of business loans.

Consumer

Residential Mortgages – Residential mortgages are first or second-lien loans to consumers secured by a primary residence or second home. This category includes traditional mortgages, home equity loans and revolving lines of credit. The loans are generally secured by properties located within the local market area of the community bank which originates and services the loan. These loans are underwritten in accordance with the Company’s general loan policies and procedures which require, among other things, proper documentation of each borrower’s financial condition, satisfactory credit history, and property value. In addition to loans originated through the Company’s branches, the Company originates and services residential mortgages sold in the secondary market which are underwritten and closed pursuant to investor and agency guidelines. At September 30, 2025 and December 31, 2024, residential mortgage loans in process of foreclosure totaled $20.2 million and $19.7 million, respectively. Additionally, the Company held $8.4 million and $4.4 million in foreclosed residential properties at September 30, 2025 and December 31, 2024, respectively.

Other Consumer – Other consumer lending includes consumer credit cards as well as personal revolving lines of credit and installment loans. The Company offers credit cards, primarily to its deposit and loan customers. Consumer installment loans generally includes term loans secured by automobiles, boats and recreational vehicles.

The Company recognizes there are risks in consumer lending which include interruptions in the borrower’s personal and investment income due to loss of employment, market conditions, and general economic conditions, deterioration in the health and well-being of the borrower and family members, natural disasters, lawsuits, losses, or inability to generate income due to injury, accidents, theft, vandalism, or incarceration.

Credit Quality

The following tables provide details regarding the aging of the Company’s loan and lease portfolio, net of unearned income, at the periods indicated:

	September 30, 2025
(In thousands)	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Total Past Due		Current		Total Amortized Cost		90+ Days Past Due still Accruing
Commercial and industrial
Non-real estate	$	13,256	$	26,104	$	83,604	$	122,964	$	9,116,726	$	9,239,690	$	39,667
Owner occupied		3,684		4,054		17,748		25,486		5,266,080		5,291,566		129
Total commercial and industrial		16,940		30,158		101,352		148,450		14,382,806		14,531,256		39,796
Commercial real estate
Construction, acquisition and development		3,104		708		1,462		5,274		3,333,139		3,338,413		—
Income producing		2,466		3,004		4,905		10,375		7,061,536		7,071,911		—
Total commercial real estate		5,570		3,712		6,367		15,649		10,394,675		10,410,324		—
Consumer
Residential mortgages		78,183		37,268		57,672		173,123		11,431,619		11,604,742		2,568
Other consumer		1,855		569		445		2,869		252,645		255,514		234
Total consumer		80,038		37,837		58,117		175,992		11,684,264		11,860,256		2,802
Total	$	102,548	$	71,707	$	165,836	$	340,091	$	36,461,745	$	36,801,836	$	42,598

	December 31, 2024
(In thousands)	30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Total Past Due		Current		Total Amortized Cost		90+ Days Past Due still Accruing
Commercial and industrial
Non-real estate	$	13,443	$	28,379	$	101,873	$	143,695	$	8,526,834	$	8,670,529	$	8,115
Owner occupied		10,375		3,836		16,280		30,491		4,634,524		4,665,015		—
Total commercial and industrial		23,818		32,215		118,153		174,186		13,161,358		13,335,544		8,115
Commercial real estate
Construction, acquisition and development		4,254		663		8,579		13,496		3,895,688		3,909,184		—
Income producing		3,971		1,226		12,193		17,390		5,998,383		6,015,773		—
Total commercial real estate		8,225		1,889		20,772		30,886		9,894,071		9,924,957		—
Consumer
Residential mortgages		60,009		28,937		61,578		150,524		10,117,359		10,267,883		4,750
Other consumer		1,587		455		413		2,455		210,916		213,371		261
Total consumer		61,596		29,392		61,991		152,979		10,328,275		10,481,254		5,011
Total	$	93,639	$	63,496	$	200,916	$	358,051	$	33,383,704	$	33,741,755	$	13,126

The Company utilizes an internal loan classification system that is continually updated to grade loans according to certain credit quality indicators. These credit quality indicators include, but are not limited to, recent credit performance, delinquency, liquidity, cash flows, debt coverage ratios, collateral type and loan-to-value ratio. The Company’s internal loan classification system is compatible with classifications used by regulatory agencies. Loans may be classified as follows:

Pass: Loans which are performing as agreed with few or no signs of weakness. These loans show sufficient cash flow, capital and collateral to repay the loan as agreed.

Special Mention: Loans where potential weaknesses have developed which could cause a more serious problem if not corrected.

Substandard: Loans where well-defined weaknesses exist that require corrective action to prevent further deterioration. Loans are further characterized by the possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans having all the characteristics of Substandard and which have deteriorated to a point where collection and liquidation in full is highly questionable.

Loss: Loans that are considered uncollectible or with limited possible recovery.

Impaired: An internal grade for individually analyzed collateral-dependent loans for which a specific provision has been considered to address the unsupported exposure.

PCD (Loss): An internal grade for loans with evidence of deterioration of credit quality since origination that are acquired, and for which it is probable, at acquisition, that the bank will be unable to collect all contractually required payments.

The following tables provide details of the Company’s loan and lease portfolio, net of unearned income, by segment, class and internally assigned grade at the periods indicated:

	September 30, 2025
(In thousands)	Pass		Special Mention ⁽¹⁾		Substandard ⁽¹⁾		Doubtful		Impaired ⁽¹⁾		PCD (Loss)		Total
Commercial and industrial
Non-real estate	$	8,733,898	$	154,131	$	296,848	$	8,183	$	31,373	$	15,257	$	9,239,690
Owner occupied		5,217,614		15,251		53,587		—		4,641		473		5,291,566
Total commercial and industrial		13,951,512		169,382		350,435		8,183		36,014		15,730		14,531,256
Commercial real estate
Construction, acquisition and development		3,307,750		27,265		3,332		—		66		—		3,338,413
Income producing		6,802,210		98,974		169,090		—		862		775		7,071,911
Total commercial real estate		10,109,960		126,239		172,422		—		928		775		10,410,324
Consumer
Residential mortgages		11,486,319		9,167		105,076		—		2,836		1,344		11,604,742
Other consumer		254,917		—		597		—		—		—		255,514
Total consumer		11,741,236		9,167		105,673		—		2,836		1,344		11,860,256
Total	$	35,802,708	$	304,788	$	628,530	$	8,183	$	39,778	$	17,849	$	36,801,836

(1)

In the loan classifications above, $8.7 million of the special mention balance, $64.8 million of the substandard balance, and $3.4 million of the impaired balance are covered by government guarantees from either the SBA, FHA, VA or USDA.

	December 31, 2024
(In thousands)	Pass		Special Mention		Substandard ⁽¹⁾		Doubtful		Impaired ⁽¹⁾		PCD (Loss)		Total
Commercial and industrial
Non-real estate	$	8,208,176	$	106,996	$	311,096	$	8,743	$	31,996	$	3,522	$	8,670,529
Owner occupied		4,610,775		815		41,363		—		10,968		1,094		4,665,015
Total commercial and industrial		12,818,951		107,811		352,459		8,743		42,964		4,616		13,335,544
Commercial real estate
Construction, acquisition and development		3,896,856		—		12,262		—		66		—		3,909,184
Income producing		5,850,702		5,094		144,084		—		15,893		—		6,015,773
Total commercial real estate		9,747,558		5,094		156,346		—		15,959		—		9,924,957
Consumer
Residential mortgages		10,167,830		891		89,597		—		8,154		1,411		10,267,883
Other consumer		212,865		—		506		—		—		—		213,371
Total consumer		10,380,695		891		90,103		—		8,154		1,411		10,481,254
Total	$	32,947,204	$	113,796	$	598,908	$	8,743	$	67,077	$	6,027	$	33,741,755

(1)

In the loan classifications above, $99.0 million of the substandard balance and $11.1 million of the impaired balance is covered by government guarantees from the SBA, FHA, VA or USDA.

The following tables provide credit quality indicators, including gross charge-offs, by class and period of origination (vintage) at September 30, 2025:

	Commercial and Industrial - Non-Real Estate
	Period Originated:
(Dollars in thousands)	2025			2024			2023			2022			2021			Prior			Revolving Loans			Revolving Loans Converted to Term			Total
Pass	$	1,235,733		$	1,453,603		$	788,762		$	793,754		$	481,694		$	692,483		$	3,274,635		$	13,234		$	8,733,898
Special Mention		1,369			3,994			18,662			19,847			43,489			31,184			35,586			—			154,131
Substandard		3,221			17,234			66,832			33,513			32,637			41,001			102,410			—			296,848
Doubtful		—			—			—			—			8,183			—			—			—			8,183
Impaired		—			—			—			493			13,579			—			17,301			—			31,373
PCD (Loss)		4,925			7,006			—			—			—			3,326			—			—			15,257
Total	$	1,245,248		$	1,481,837		$	874,256		$	847,607		$	579,582		$	767,994		$	3,429,932		$	13,234		$	9,239,690
% Criticized		0.8	%		1.9	%		9.8	%		6.4	%		16.9	%		9.8	%		4.5	%		—	%		5.5	%
Gross charge-offs YTD	$	940		$	1,928		$	7,467		$	11,580		$	1,703		$	2,679		$	33,224		$	—		$	59,521

	Commercial and Industrial - Owner Occupied
	Period Originated:
(Dollars in thousands)	2025			2024			2023			2022			2021			Prior			Revolving Loans			Revolving Loans Converted to Term			Total
Pass	$	643,891		$	662,982		$	673,004		$	958,530		$	738,202		$	1,408,328		$	132,380		$	297		$	5,217,614
Special Mention		1,826			1,172			1,076			4,116			3,088			3,973			—			—			15,251
Substandard		315			4,174			20,664			8,104			3,566			15,753			1,011			—			53,587
Impaired		—			—			1,282			3,359			—			—			—			—			4,641
PCD (Loss)		—			473			—			—			—			—			—			—			473
Total	$	646,032		$	668,801		$	696,026		$	974,109		$	744,856		$	1,428,054		$	133,391		$	297		$	5,291,566
% Criticized		0.3	%		0.9	%		3.3	%		1.6	%		0.9	%		1.4	%		0.8	%		—	%		1.4	%
Gross charge-offs YTD	$	—		$	394		$	799		$	99		$	260		$	593		$	89		$	—		$	2,234

	Commercial Real Estate - Construction, Acquisition, & Development
	Period Originated:
(Dollars in thousands)	2025			2024			2023			2022			2021			Prior			Revolving Loans			Revolving Loans Converted to Term			Total
Pass	$	972,021		$	972,003		$	358,250		$	588,997		$	285,037		$	96,610		$	34,832		$	—		$	3,307,750
Special Mention		—			—			—			216			26,849			200			—			—			27,265
Substandard		—			1,300			882			120			532			431			67			—			3,332
Impaired		—			—			—			—			—			66			—			—			66
Total	$	972,021		$	973,303		$	359,132		$	589,333		$	312,418		$	97,307		$	34,899		$	—		$	3,338,413
% Criticized		—	%		0.1	%		0.2	%		0.1	%		8.8	%		0.7	%		0.2	%		—	%		0.9	%
Gross charge-offs YTD	$	—		$	—		$	205		$	225		$	124		$	—		$	174		$	—		$	728

	Commercial Real Estate - Income Producing
	Period Originated:
(Dollars in thousands)	2025			2024			2023			2022			2021			Prior			Revolving Loans			Revolving Loans Converted to Term			Total
Pass	$	728,433		$	696,699		$	612,327		$	1,886,337		$	1,149,951		$	1,626,367		$	102,096		$	—		$	6,802,210
Special Mention		177			479			1,938			34,561			35,454			26,365			—			—			98,974
Substandard		—			451			1,564			3,934			18,719			144,133			289			—			169,090
Impaired		—			—			—			—			—			862			—			—			862
PCD (Loss)		—			—			—			775			—			—			—			—			775
Total	$	728,610		$	697,629		$	615,829		$	1,925,607		$	1,204,124		$	1,797,727		$	102,385		$	—		$	7,071,911
% Criticized		—	%		0.1	%		0.6	%		2.0	%		4.5	%		9.5	%		0.3	%		—	%		3.8	%
Gross charge-offs YTD	$	—		$	—		$	252		$	662		$	240		$	3,631		$	—		$	—		$	4,785

	Consumer - Residential Mortgages
	Period Originated:
(Dollars in thousands)	2025			2024			2023			2022			2021			Prior			Revolving Loans			Revolving Loans Converted to Term		Total
Pass	$	1,418,780		$	1,400,945		$	1,481,580		$	1,950,449		$	1,468,374		$	2,540,330		$	1,223,810		$	2,051	$	11,486,319
Special Mention		1,149			1,680			1,091			1,167			466			2,968			646			—		9,167
Substandard		1,407			4,142			11,874			19,552			17,448			47,138			3,515			—		105,076
Impaired		—			—			—			—			174			2,662			—			—		2,836
PCD (Loss)		—			—			—			—			—			1,344			—			—		1,344
Total	$	1,421,336		$	1,406,767		$	1,494,545		$	1,971,168		$	1,486,462		$	2,594,442		$	1,227,971		$	2,051	$	11,604,742
% Criticized		0.2	%		0.4	%		0.9	%		1.1	%		1.2	%		2.1	%		0.3	%		—%		1.0	%
Gross charge-offs YTD	$	3		$	140		$	374		$	1,788		$	840		$	617		$	1,412		$	—	$	5,174

	Consumer - Other Consumer
	Period Originated:
(Dollars in thousands)	2025			2024			2023			2022			2021			Prior			Revolving Loans			Revolving Loans Converted to Term			Total
Pass	$	59,730		$	37,784		$	24,079		$	9,704		$	5,103		$	5,794		$	112,723		$	—		$	254,917
Substandard		—			153			83			12			40			3			306			—			597
Total	$	59,730		$	37,937		$	24,162		$	9,716		$	5,143		$	5,797		$	113,029		$	—		$	255,514
% Criticized		—	%		0.4	%		0.3	%		0.1	%		0.8	%		0.1	%		0.3	%		—	%		0.2	%
Gross charge-offs YTD	$	2,001		$	385		$	182		$	77		$	14		$	59		$	2,261		$	—		$	4,979

The following tables provide credit quality indicators, including gross charge-offs, by class and period of origination (vintage) at December 31, 2024.

	Commercial and Industrial - Non-Real Estate
	Period Originated:
(Dollars in thousands)	2024			2023			2022			2021			2020			Prior			Revolving Loans			Revolving Loans Converted to Term			Total
Pass	$	1,361,684		$	926,422		$	1,036,579		$	695,625		$	209,100		$	563,337		$	3,397,031		$	18,398		$	8,208,176
Special Mention		13,242			10,942			—			23,158			18,337			—			41,317			—			106,996
Substandard		8,855			49,842			70,136			43,832			12,370			27,648			75,638			22,775			311,096
Doubtful		—			—			—			8,743			—			—			—			—			8,743
Impaired		—			1,485			2,773			9,013			—			—			18,725			—			31,996
PCD (Loss)		—			—			—			—			—			3,522			—			—			3,522
Total	$	1,383,781		$	988,691		$	1,109,488		$	780,371		$	239,807		$	594,507		$	3,532,711		$	41,173		$	8,670,529
% Criticized		1.6	%		6.3	%		6.6	%		10.9	%		12.8	%		5.2	%		3.8	%		55.3	%		5.3	%
Gross charge-offs YTD	$	1,892		$	7,811		$	22,112		$	15,703		$	956		$	16,786		$	7,416		$	4,018		$	76,694

	Commercial and Industrial - Owner Occupied
	Period Originated:
(Dollars in thousands)	2024			2023			2022			2021			2020			Prior			Revolving Loans			Revolving Loans Converted to Term			Total
Pass	$	704,999		$	607,548		$	893,114		$	756,156		$	402,671		$	1,122,908		$	123,149		$	230		$	4,610,775
Special Mention		—			—			—			—			815			—			—			—			815
Substandard		2,249			5,616			6,638			5,204			2,057			18,889			710			—			41,363
Impaired		394			2,335			5,911			1,053			—			1,275			—			—			10,968
PCD (Loss)		—			—			—			—			—			1,094			—			—			1,094
Total	$	707,642		$	615,499		$	905,663		$	762,413		$	405,543		$	1,144,166		$	123,859		$	230		$	4,665,015
% Criticized		0.4	%		1.3	%		1.4	%		0.8	%		0.7	%		1.9	%		0.6	%		—	%		1.2	%
Gross charge-offs YTD	$	—		$	1		$	263		$	6		$	41		$	67		$	1		$	—		$	379

	Commercial Real Estate - Construction, Acquisition & Development
	Period Originated:
(Dollars in thousands)	2024			2023			2022			2021			2020			Prior			Revolving Loans		Revolving Loans Converted to Term			Total
Pass	$	1,058,203		$	790,695		$	1,261,256		$	592,454		$	50,123		$	76,347		$	64,061	$	3,717		$	3,896,856
Substandard		264			2,032			3,514			5,889			304			259			—		—			12,262
Impaired		—			—			—			—			66			—			—		—			66
Total	$	1,058,467		$	792,727		$	1,264,770		$	598,343		$	50,493		$	76,606		$	64,061	$	3,717		$	3,909,184
% Criticized		—	%		0.3	%		0.3	%		1.0	%		0.7	%		0.3	%		—%		—	%		0.3	%
Gross charge-offs YTD	$	—		$	19		$	101		$	537		$	35		$	2		$	85	$	—		$	779

	Commercial Real Estate - Income Producing
	Period Originated:
(Dollars in thousands)	2024			2023			2022			2021			2020			Prior			Revolving Loans			Revolving Loans Converted to Term			Total
Pass	$	497,633		$	540,956		$	1,595,416		$	1,192,329		$	511,254		$	1,404,264		$	108,850		$	—		$	5,850,702
Special Mention		—			—			2,881			—			—			—			2,213			—			5,094
Substandard		—			459			468			7,690			70,889			64,084			494			—			144,084
Impaired		—			—			4,885			1,114			—			9,894			—			—			15,893
Total	$	497,633		$	541,415		$	1,603,650		$	1,201,133		$	582,143		$	1,478,242		$	111,557		$	—		$	6,015,773
% Criticized		—	%		0.1	%		0.5	%		0.7	%		12.2	%		5.0	%		2.4	%		—	%		2.7	%
Gross charge-offs YTD	$	—		$	—		$	3		$	21		$	—		$	2,479		$	—		$	—		$	2,503

	Consumer - Residential Mortgages
	Period Originated:
(Dollars in thousands)	2024			2023			2022			2021			2020			Prior			Revolving Loans			Revolving Loans Converted to Term			Total
Pass	$	1,356,015		$	1,477,090		$	1,991,600		$	1,545,259		$	992,426		$	1,734,512		$	1,069,608		$	1,320		$	10,167,830
Special Mention		101			790			—			—			—			—			—			—			891
Substandard		1,549			12,696			18,477			14,661			9,145			28,774			4,295			—			89,597
Impaired		—			—			—			3,979			1,675			—			2,500			—			8,154
PCD (Loss)		—			—			—			—			—			1,411			—			—			1,411
Total	$	1,357,665		$	1,490,576		$	2,010,077		$	1,563,899		$	1,003,246		$	1,764,697		$	1,076,403		$	1,320		$	10,267,883
% Criticized		0.1	%		0.9	%		0.9	%		1.2	%		1.1	%		1.7	%		0.6	%		—	%		1.0	%
Gross charge-offs YTD	$	10		$	325		$	559		$	430		$	81		$	749		$	1,007		$	—		$	3,161

	Consumer - Other Consumer
	Period Originated:
(Dollars in thousands)	2024			2023			2022			2021			2020			Prior			Revolving Loans			Revolving Loans Converted to Term			Total
Pass	$	45,997		$	29,538		$	11,471		$	6,150		$	3,263		$	2,105		$	114,341		$	—		$	212,865
Substandard		—			97			48			6			—			17			338			—			506
Total	$	45,997		$	29,635		$	11,519		$	6,156		$	3,263		$	2,122		$	114,679		$	—		$	213,371
% Criticized		—	%		0.3	%		0.4	%		0.1	%		—	%		0.8	%		0.3	%		—	%		0.2	%
Gross charge-offs YTD	$	3,067		$	395		$	303		$	145		$	14		$	47		$	2,917		$	—		$	6,888

The Company’s collateral-dependent loans totaled $65.8 million and $81.8 million at September 30, 2025 and December 31, 2024, respectively. Typically these loans are internally classified as “Impaired” and “PCD Loss.” At September 30, 2025 and December 31, 2024, $8.2 million and $8.7 million, respectively, of these loans were classified as doubtful. At September 30, 2025, most of these loans are within the non-real estate class. Additionally, there were smaller amounts of these loans in the owner occupied, income producing, CAD, and residential mortgages classes. C&I loans are typically supported by collateral such as real estate, receivables, equipment, inventory, or by an enterprise valuation. Loans within the CRE and Consumer segments are generally secured by commercial and residential real estate.

Loans of $1.5 million or greater are considered for specific provision when management has determined based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the note and that the loan is collateral-dependent. At September 30, 2025 and December 31, 2024, $58.5 million and $59.1 million, respectively, of collateral-dependent loans had a valuation allowance of $30.0 million and $17.3 million, respectively. The remaining balance of collateral-dependent loans of $7.3 million and $22.7 million at September 30, 2025 and December 31, 2024, respectively, have sufficient collateral supporting the collection of all contractual principal and interest or were charged down to the underlying collateral’s fair value, less estimated selling costs. Therefore, such loans did not have an associated valuation allowance.

NPLs consist of nonaccrual loans and leases. At September 30, 2025 and December 31, 2024, NPLs totaled $249.8 million and $264.7 million, respectively. Within the NPL balance, $45.4 million of the September 30, 2025 balance and $89.9 million of the December 31, 2024 balance is covered by government guarantees from the SBA, FHA, VA or USDA.

The Company’s policy for all loan classifications provides that loans and leases are generally placed in nonaccrual status if, in management’s opinion, payment in full of principal or interest is not expected, unless such loan or lease is both well-secured and in the process of collection.

The following table presents the amortized cost basis of loans on nonaccrual status by segment and class at the periods indicated:

	September 30, 2025				December 31, 2024
(In thousands)	Nonaccrual Loans ⁽¹⁾		Nonaccrual Loans with No Related Allowance		Nonaccrual Loans		Nonaccrual Loans with No Related Allowance
Commercial and industrial
Non-real estate	$	83,090	$	1,256	$	145,115	$	2,944
Owner occupied		20,067		—		16,904		5,128
Total commercial and industrial		103,157		1,256		162,019		8,072
Commercial real estate
Construction, acquisition and development		2,099		66		8,600		66
Income producing		50,595		862		18,542		6,569
Total commercial real estate		52,694		928		27,142		6,635
Consumer
Residential mortgages		93,608		174		75,287		3,979
Other consumer		363		—		244		—
Total consumer		93,971		174		75,531		3,979
Total	$	249,822	$	2,358	$	264,692	$	18,686

(1)

At September 30, 2025, NPL does not include NPL held for sale of $0.3 million.

The following table presents the interest income recognized on loans on nonaccrual status by segment and class for the periods indicated:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2025		2024		2025		2024
Commercial and industrial
Non-real estate	$	413	$	765	$	1,605	$	1,945
Owner occupied		323		67		676		204
Total commercial and industrial		736		832		2,281		2,149
Commercial real estate
Construction, acquisition and development		44		17		76		63
Income producing		755		258		1,052		323
Total commercial real estate		799		275		1,128		386
Consumer
Residential mortgages		823		525		1,982		1,466
Other consumer		8		1		20		2
Total consumer		831		526		2,002		1,468
Total	$	2,366	$	1,633	$	5,411	$	4,003

In the ordinary course of business, management may grant concessions, which would not otherwise be considered, to borrowers that are experiencing financial difficulty. Loans identified as meeting the criteria under ASC 310 are identified as FDM. Any modification, renewal or forbearance on loans assigned a rating of “Special Mention” or worse, and loans of any rating which show evidence of financial difficulty is reviewed to determine whether the borrower is experiencing financial difficulty and if so, which terms of the loan were modified. If the borrower is experiencing financial difficulty and the loan is modified via forgiveness of principal, reduction in interest rate to a rate below current market rates for issuance, payment extension or deferral for greater than six months (including extensions granted in the past 12 months), term or maturity date extension, or combination of these specific modification terms, the modification requires disclosure.

Under general loan modification guidance, a modification is treated as a new loan only if both of the following conditions are met: 1) the terms of the new loan are at least as favorable to the lender as the terms for comparable loans to other customers with similar collection risks, and 2) modifications to the terms of the original loan are more than minor. If either condition is not met, the modification is accounted for as the continuation of the old loan with any effect of the modification treated as a prospective adjustment to the loan’s EIR. Modifications in scope for borrowers experiencing financial difficulty may include principal forgiveness, other-than-insignificant payment delay, interest rate reduction, or a combination of modifications. During the nine months ended September 30, 2025, the most common individual concessions were related to term extensions and payment deferrals. Other concessions included interest rate reductions. At September 30, 2025, the Company has an outstanding unfunded commitment balance of $5.8 million to lend to four borrowers experiencing financial difficulty.

Upon determination by the Company that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is charged off. The amortized cost basis of the loan is reduced by the uncollectible amount and the ACL is adjusted by this amount.

The following tables presents loans that were modified within the past three and nine months for borrowers experiencing financial difficulty by segment and class, as well as the percentage of these modified loans compared to overall loans in each segment and class, for the three and nine months ended September 30, 2025 and September 30, 2024:

	Three Months Ended September 30, 2025
(Dollars in thousands)	Payment Deferral		Combination Payment Deferral and Term Extension		Term Extension		Combination Interest Rate Reduction and Payment Deferral		Combination Term Extension and Interest Rate Reduction		Percent of Total Loan Class
Commercial and industrial
Non-real estate	$	3,601	$	20,795	$	22,890	$	189	$	726		0.52	%
Owner occupied		—		—		—		—		2,114		0.04	%
Total commercial and industrial		3,601		20,795		22,890		189		2,840		0.35	%
Commercial real estate
Income producing		40,383		—		—		—		—		0.57	%
Total commercial real estate		40,383		—		—		—		—		0.39	%
Consumer
Residential mortgages		71		—		760		—		—		0.01	%
Total consumer		71		—		760		—		—		0.01	%
Total loans and leases, net of unearned income	$	44,055	$	20,795	$	23,650	$	189	$	2,840		0.25	%

	Three Months Ended September 30, 2024
(Dollars in thousands)	Payment Deferral		Combination Payment Deferral and Term Extension		Term Extension		Interest Rate Reduction		Combination Term Extension and Interest Rate Reduction		Percent of Total Loan Class
Commercial and industrial
Non-real estate	$	450	$	—	$	32,860	$	15,043	$	6,044		0.63	%
Total commercial and industrial		450		—		32,860		15,043		6,044		0.41	%
Commercial real estate
Income producing		—		30,654		36,288		—		—		1.12	%
Total commercial real estate		—		30,654		36,288		—		—		0.68	%
Consumer
Residential mortgages		—		—		—		—		25		—	%
Total consumer		—		—		—		—		25		—	%
Total loans and leases, net of unearned income	$	450	$	30,654	$	69,148	$	15,043	$	6,069		0.36	%

	Nine Months Ended September 30, 2025
(Dollars in thousands)	Payment Deferral		Combination Payment Deferral and Term Extension		Term Extension		Interest Rate Reduction		Combination Interest Rate Reduction and Payment Deferral		Combination Term Extension and Interest Rate Reduction		Percent of Total Loan Class
Commercial and industrial
Non-real estate	$	11,889	$	20,795	$	48,356	$	260	$	357	$	41,250		1.33	%
Owner occupied		—		—		—		—		—		2,114		0.04	%
Total commercial and industrial		11,889		20,795		48,356		260		357		43,364		0.86	%
Commercial real estate
Income producing		40,383		—		—		—		—		—		0.57	%
Total commercial real estate		40,383		—		—		—		—		—		0.39	%
Consumer
Residential mortgages		353		—		760		—		467		—		0.01	%
Total consumer		353		—		760		—		467		—		0.01	%
Total loans and leases, net of unearned income	$	52,625	$	20,795	$	49,116	$	260	$	824	$	43,364		0.45	%

	Nine Months Ended September 30, 2024
(Dollars in thousands)	Principal Forgiveness		Payment Deferral		Combination Payment Deferral and Term Extension		Term Extension		Interest Rate Reduction		Combination Interest Rate Reduction and Payment Deferral		Combination Term Extension and Interest Rate Reduction		Combination Term Extension, Payment Deferral and Interest Rate Reduction		Percent of Total Loan Class
Commercial and industrial
Non-real estate	$	13,163	$	450	$	6,686	$	56,932	$	15,043	$	115	$	13,878	$	—		1.22	%
Owner occupied		—		—		—		1,582		—		—		1,370		—		0.06	%
Total commercial and industrial		13,163		450		6,686		58,514		15,043		115		15,248		—		0.82	%
Commercial real estate
Income producing		—		—		30,654		45,512		—		—		—		12,786		1.49	%
Total commercial real estate		—		—		30,654		45,512		—		—		—		12,786		0.90	%
Consumer
Residential mortgages		—		—		—		208		179		100		636		—		0.01	%
Other consumer		—		—		20		—		—		—		—		—		0.01	%
Total consumer		—		—		20		208		179		100		636		—		0.01	%
Total loans and leases, net of unearned income	$	13,163	$	450	$	37,360	$	104,234	$	15,222	$	215	$	15,884	$	12,786		0.60	%

The following table presents the financial effect of the loan modifications presented above for borrowers experiencing financial difficulty for the following periods:

	Three Months Ended September 30, 2025					Three Months Ended September 30, 2024
	Weighted-Average Interest Rate Reduction			Weighted- Average Term Extension (in years)		Weighted-Average Interest Rate Reduction			Weighted-Average Term Extension (in years)
Commercial and industrial
Non-real estate		2.76	%		0.79		1.12	%		1.32
Owner occupied		4.43			6.00		—			—
Commercial real estate
Income producing		—			—		—			1.73
Consumer
Residential mortgages		—			3.95		2.00			5.00

	Nine Months Ended September 30, 2025					Nine Months Ended September 30, 2024
(Dollars in thousands)	Weighted-Average Interest Rate Reduction			Weighted-Average Term Extension (in years)		Principal Forgiveness		Weighted-Average Interest Rate Reduction			Weighted-Average Term Extension (in years)
Commercial and industrial
Non-real estate		2.26	%		1.58	$	5,835		1.14	%		1.24
Owner occupied		4.43			6.00		—		3.91			14.11
Commercial real estate
Income producing		—			—		—		0.54			1.72
Consumer
Residential mortgages		2.50			3.95		—		3.01			8.40
Other consumer		—			—		—		3.69			2.18

During the three and nine months ended September 30, 2025, ten C&I non-real estate loans totaling $34.9 million had a payment default that was previously modified in the prior 12 months. Of the $34.9 million, $34.7 million was by receiving a combination term extension and interest rate reduction and $0.2 million was by an interest rate reduction.

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. Loans are considered to be in payment default at 90 or more days past due. The following table depicts the performance of loans that have been modified in the last 12 months:

	Payment Status (Amortized Cost Basis) at September 30, 2025
(In thousands)	Current		30-89 Days Past Due		90+ Days Past Due
Commercial and industrial
Non-real estate	$	87,109	$	14,050	$	34,938
Owner occupied		2,113		—		—
Commercial real estate
Income producing		40,383		—		—
Consumer
Residential mortgages		1,581		—		—
Total	$	131,186	$	14,050	$	34,938

NOTE 5. ALLOWANCE FOR CREDIT LOSSES

The following table summarizes the changes in the ACL for the periods indicated:

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2025			2024			2025			2024
Balance at beginning of period	$	474,651		$	470,022		$	460,793		$	468,034
Charge-offs		(26,368	)		(24,523	)		(77,421	)		(72,442	)
Recoveries		2,767			2,360			9,603			8,267
Initial allowance on PCD loans		15,149			—			23,224			—
Provision for loan losses		30,000			13,000			80,000			57,000
Balance at end of period	$	496,199		$	460,859		$	496,199		$	460,859

The following tables summarize the changes in the ACL by segment and class for the periods indicated:

	Three Months Ended September 30, 2025
(In thousands)	Beginning Balance		Initial Allowance on PCD loans		Charge-offs			Recoveries		Provision (Release)			Ending Balance
Commercial and industrial
Non-real estate	$	162,371	$	10,995	$	(21,790	)	$	1,748	$	41,187		$	194,511
Owner occupied		42,399		3,281		(534	)		64		5,966			51,176
Total commercial and industrial		204,770		14,276		(22,324	)		1,812		47,153			245,687
Commercial real estate
Construction, acquisition and development		49,080		111		(391	)		56		(9,466	)		39,390
Income producing		84,366		192		—			73		(17,378	)		67,253
Total commercial real estate		133,446		303		(391	)		129		(26,844	)		106,643
Consumer
Residential mortgages		128,826		480		(1,934	)		344		8,231			135,947
Other consumer		7,609		90		(1,719	)		482		1,460			7,922
Total consumer		136,435		570		(3,653	)		826		9,691			143,869
Total	$	474,651	$	15,149	$	(26,368	)	$	2,767	$	30,000		$	496,199

	Nine Months Ended September 30, 2025
(In thousands)	Beginning Balance		Initial Allowance on PCD loans		Charge-offs			Recoveries		Provision (Release)			Ending Balance
Commercial and industrial
Non-real estate	$	183,743	$	12,204	$	(59,521	)	$	6,386	$	51,699		$	194,511
Owner occupied		35,177		5,558		(2,234	)		439		12,236			51,176
Total commercial and industrial		218,920		17,762		(61,755	)		6,825		63,935			245,687
Commercial real estate
Construction, acquisition and development		44,703		378		(728	)		161		(5,124	)		39,390
Income producing		64,957		4,259		(4,785	)		161		2,661			67,253
Total commercial real estate		109,660		4,637		(5,513	)		322		(2,463	)		106,643
Consumer
Residential mortgages		125,464		726		(5,174	)		1,125		13,806			135,947
Other consumer		6,749		99		(4,979	)		1,331		4,722			7,922
Total consumer		132,213		825		(10,153	)		2,456		18,528			143,869
Total	$	460,793	$	23,224	$	(77,421	)	$	9,603	$	80,000		$	496,199

	Three Months Ended September 30, 2024
(In thousands)	Beginning Balance		Charge-offs			Recoveries		Provision (Release)			Ending Balance
Commercial and industrial
Non-real estate	$	198,796	$	(21,544	)	$	1,382	$	10,894		$	189,528
Owner occupied		34,225		(76	)		265	$	(1,926	)		32,488
Total commercial and industrial		233,021		(21,620	)		1,647		8,968			222,016
Commercial real estate
Construction, acquisition and development		34,644		(222	)		36	$	2,107			36,565
Income producing		63,279		—			29	$	(1,146	)		62,162
Total commercial real estate		97,923		(222	)		65		961			98,727
Consumer
Residential mortgages		133,093		(880	)		288	$	1,361			133,862
Other consumer		5,985		(1,801	)		360	$	1,710			6,254
Total consumer		139,078		(2,681	)		648		3,071			140,116
Total	$	470,022	$	(24,523	)	$	2,360	$	13,000		$	460,859

	Nine Months Ended September 30, 2024
(In thousands)	Beginning Balance		Charge-offs			Recoveries		Provision (Release)			Ending Balance
Commercial and industrial
Non-real estate	$	194,577	$	(61,580	)	$	5,484	$	51,047		$	189,528
Owner occupied		31,445		(377	)		418	$	1,002			32,488
Total commercial and industrial		226,022		(61,957	)		5,902		52,049			222,016
Commercial real estate
Construction, acquisition and development		42,118		(759	)		218	$	(5,012	)		36,565
Income producing		69,209		(2,356	)		98	$	(4,789	)		62,162
Total commercial real estate		111,327		(3,115	)		316		(9,801	)		98,727
Consumer
Residential mortgages		124,851		(2,183	)		850	$	10,344			133,862
Other consumer		5,834		(5,187	)		1,199	$	4,408			6,254
Total consumer		130,685		(7,370	)		2,049		14,752			140,116
Total	$	468,034	$	(72,442	)	$	8,267	$	57,000		$	460,859

The following table represents a roll forward of the reserve for unfunded commitments for the periods shown. The reserve for unfunded commitments is classified in other liabilities in the consolidated balance sheets.

	Three Months Ended September 30,					Nine Months Ended September 30,
(In thousands)	2025		2024			2025		2024
Balance at beginning of period	$	9,551	$	8,551		$	8,551	$	8,551
Provision (reversal) for credit losses for unfunded commitments		2,000		(1,000	)		3,000		(1,000	)
Balance at end of period	$	11,551	$	7,551		$	11,551	$	7,551

The economic impact of persistent inflation, higher interest rates, volatility in the financial markets, and the potential for a slowing economy poses additional risk to borrowers and financial institutions. These factors add to the risk borrowers may experience difficulty in meeting repayment obligations, and the Company may experience losses or deterioration in the performance of its loan portfolio.

The ACL estimate is impacted by both loan portfolio changes and prevailing economic conditions during the reporting period. The unemployment rate has the highest weighting within the Company’s credit risk modeling framework. Economic forecasts, which are obtained from multiple sources, provide upside, downside, and base case scenarios over an eight-quarter forecast horizon to establish a forecast range. Management considers the scenarios and selects a blended scenario which, in management’s opinion, reflects likely economic conditions within that range. The Company recognizes that persistent inflation, changes in interest rates and a slowing economy may have short-term, long-term, and regional impacts to the economy. In addition, qualitative factors such as changes in economic conditions, concentrations of risk, and changes in portfolio risk resulting from regulatory changes are considered in determining the adequacy of the level of the ACL.

NOTE 6. BORROWINGS

Borrowings with original maturities of one year or less are classified as short-term. The following tables present information relating to short-term debt for the periods presented:

	September 30, 2025
	End of Period					Year to Date Daily Average					Maximum Outstanding
(Dollars in thousands)	Balance		Interest Rate			Balance		Interest Rate ⁽¹⁾			at any Month End
Federal funds purchased	$	—		—	%	$	124,872		4.49	%	$	375,000
Securities sold under agreement to repurchase and other		29,532		4.15			21,887		4.20			29,532
Short-term FHLB advances		925,000		4.16			762,238		4.33			1,575,000
Total	$	954,532				$	908,997				$	1,979,532

	December 31, 2024
	End of Period					Year to Date Daily Average					Maximum Outstanding
(Dollars in thousands)	Balance		Interest Rate			Balance		Interest Rate			at any Month End
Federal funds purchased	$	—		—	%	$	5,077		5.28	%	$	—
Securities sold under agreement to repurchase
and other		23,616		4.10			81,092		4.76			267,792
Bank Term Funding Program		—		—			2,845,902		4.79			3,500,000
Short-term FHLB advances		—		—			2		5.74			—
Total	$	23,616				$	2,932,073				$	3,767,792

(1)

Annualized

Federal funds purchased generally mature the business day following the date of purchase. At September 30, 2025 and December 31, 2024, the Company had established non-binding federal funds borrowing lines of credit with other banks aggregating $2.1 billion, for both periods. Additionally, the Company maintains access to the FRB discount window borrowings which generally mature within 90 days and are collateralized by $2.1 billion in commercial, agriculture, and consumer loans pledged under a borrower-in-custody agreement as of September 30, 2025. At September 30, 2025 and December 31, 2024, there were no borrowings from the FRB discount window.

Securities sold under repurchase agreements generally mature within one day from the date of sale. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. Collateral pledged pursuant to these repurchase agreements can include MBS issued or guaranteed by U.S. agencies, U.S. Treasury securities and U.S. government agency securities.

The BTFP was created by the Federal Reserve to support businesses and households by making additional funding available to eligible financial institutions to help assure they have the ability to meet the needs of their depositors. The BTFP offered loans of up to one year in length to banks and other qualifying institutions pledging any collateral eligible for purchase by the FRB. The collateral was valued at its par amount and consisted primarily of MBS and U.S. government agency securities. Cadence’s BTFP borrowing was paid off during the fourth quarter of 2024. The BTFP ceased making new loans in March 2024.

As of September 30, 2025 and December 31, 2024, the Company had a balance of $1.3 billion and $706 thousand, respectively, of long-term advances from the FHLB of Dallas. During the nine months ended September 30, 2025, the Company entered into $1.3 billion of long-term advances from the FHLB of Dallas with various interest rates ranging from 3.897% to 4.219% with maturities beginning in October 2026 through April 2027. In addition, the Company obtained $12.4 million of junior subordinated debt in the First Chatham acquisition. This FCB subordinated debt as well as $10.0 million of 5.000% fixed to floating rate subordinated notes were paid off in June 2025.

All borrowings from the FHLB are collateralized by commercial and residential real estate loans pledged under a blanket floating lien security agreement with the FHLB of Dallas. Under the terms of this agreement, the Company is required to maintain sufficient collateral to secure borrowings in an aggregate amount of the lesser of the book value (i.e., unpaid principal balance), after applicable FHLB discounts, of the Company’s eligible commercial and residential real estate loans pledged as collateral, or 35% of the Company’s assets. Loans totaling $26.8 billion and $24.4 billion at September 30, 2025 and December 31, 2024, respectively, were pledged to the FHLB of Dallas. At September 30, 2025, the remaining borrowing availability totaled $11.5 billion. At September 30, 2025, there were no call features on long-term FHLB borrowings. Shortterm FHLB borrowings mature within one year following the date of the advance.

The FHLB of Dallas has also issued irrevocable letters of credit totaling $47.5 million at September 30, 2025 on behalf of our customers. Of the total amount, $26.7 million expires on December 17, 2025 and $20.8 million expires on January 30, 2026.

NOTE 7. PENSION

The components of net periodic benefit cost (credit) for the periods indicated were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2025			2024			2025			2024
Service cost	$	2,330		$	1,907		$	6,990		$	5,721
Interest cost		2,963			2,941			8,889			8,823
Expected return on plan assets		(5,999	)		(5,741	)		(17,997	)		(17,223	)
Recognized prior service cost		3			3			10			9
Recognized net loss		724			733			2,172			2,199
Net periodic benefit cost (credit) ⁽¹⁾	$	21		$	(157	)	$	64		$	(471	)

⁽¹⁾

While service cost is included in salaries and employee benefits, the other components of net periodic pension costs (credit) are included in other noninterest expense in the unaudited consolidated statements of income for the three and nine months ended September 30, 2025 and 2024.

NOTE 8. MORTGAGE SERVICING RIGHTS

The MSR, which are recognized as a separate asset on the date the corresponding mortgage loan is sold on a servicing retained basis, is recorded at fair value as determined at each accounting period end and reported in other assets in the consolidated balance sheets. An estimate of the fair value of the Company’s MSR is determined utilizing assumptions such as mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand. Data and assumptions used in the fair value calculation related to the MSR were as follows:

(Dollars in thousands)	September 30, 2025		December 31, 2024
Unpaid principal balance	$	8,346,802	$	8,043,306
Weighted-average prepayment speed (CPR)		9.8		8.3
Average discount rate (annual percentage)		9.8		10.1
Weighted-average coupon interest rate (percentage)		4.5		4.2
Weighted-average remaining maturity (months)		285.8		285.7
Weighted-average servicing fee (basis points)		28.7		28.7

Because the valuation is determined by using discounted cash flow models, the primary risk inherent in valuing the MSR is the impact of fluctuating interest rates on the estimated life of the servicing revenue stream. The use of different estimates or assumptions could produce different fair values. At September 30, 2025 and 2024, the Company had an economic hedge in place designed to cover 75.6% and 75.0% of the MSR IRR, respectively. At December 31, 2024, the hedge covered 75.1% of the MSR IRR (see Note 15 for additional information). The Company is susceptible to fluctuations in the fair value of its MSR in changing interest rate environments.

The following table summarizes activity relating to residential mortgage loans sold with servicing retained for the periods indicated:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2025		2024		2025		2024
Residential mortgage loans sold with
servicing retained	$	351,235	$	296,894	$	918,692	$	787,180
Pretax gains resulting from above loan sales		6,545		3,962		14,835		11,936

The Company services a class of residential mortgages that are first lien loans secured by a primary residence or second home. The following table presents changes in the fair value of the MSR related to the activity in this class for the periods indicated:

	Nine Months Ended September 30,
(In thousands)	2025			2024
Fair value, beginning of period	$	114,594		$	106,824
Originations of servicing assets		10,372			9,784
Changes in fair value:
Due to change in valuation inputs or assumptions⁽¹⁾		(8,169	)		(2,524	)
Other changes in fair value⁽²⁾		(6,302	)		(9,193	)
Fair value, end of period	$	110,495		$	104,891

(1)

Primarily reflects changes in prepayment speeds and discount rate assumptions which are updated based on market interest rates.

(2)

Primarily reflects changes due to realized cash flows.

All of the changes to the fair value of the MSR and the related economic hedge are recorded as part of mortgage banking revenue in the consolidated statements of income. As part of mortgage banking revenue, the Company recorded contractual servicing fees of $5.7 million and $5.4 million, and late and other ancillary fees of $1.2 million and $785 thousand for the three months ended September 30, 2025 and 2024, respectively. Additionally, the Company recorded contractual servicing fees of $17.0 million and $16.0 million, and late and other ancillary fees of $3.2 million and $2.3 million for the nine months ended September 30, 2025 and 2024, respectively.

NOTE 9. FAIR VALUE DISCLOSURES

See Note 13 to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2024 for a description of valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following tables present the balances of the assets and liabilities measured at fair value on a recurring basis:

	September 30, 2025
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Available for sale securities	$	—	$	9,616,389	$	—	$	9,616,389
Equity investments		20,555		—		—		20,555
Mortgage servicing rights		—		—		110,495		110,495
Derivative instruments		134		31,728		2,285		34,147
Loans held for sale		—		261,680		—		261,680
Investments in limited partnerships		—		—		158,092		158,092
SBA/USDA servicing rights		—		—		9,254		9,254
Total	$	20,689	$	9,909,797	$	280,126	$	10,210,612
Liabilities:
Derivative instruments	$	1,758	$	40,778	$	—	$	42,536

	December 31, 2024
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Available for sale securities	$	—	$	7,293,988	$	—	$	7,293,988
Equity investments		21,678		—		—		21,678
Mortgage servicing rights		—		—		114,594		114,594
Derivative instruments		—		32,021		1,310		33,331
Loans held for sale		—		244,192		—		244,192
Investments in limited partnerships		—		—		118,710		118,710
SBA servicing rights		—		—		5,785		5,785
Total	$	21,678	$	7,570,201	$	240,399	$	7,832,278
Liabilities:
Derivative instruments	$	3,085	$	45,573	$	15	$	48,673

Level 3 financial instruments typically include unobservable components but may also include some observable components that may be validated against external sources. The table below includes a roll forward of the consolidated balance sheet amounts for the three and nine months ended September 30, 2025 and 2024, for changes in the fair value of financial instruments classified within Level 3 of the valuation hierarchy that are recorded on a recurring basis. The gains or (losses) in the following table (which are reported in Other noninterest income in the consolidated statements of income) may include changes to fair value due, in part, to observable factors that may be part of the valuation methodology.

	Three Months Ended September 30, 2025
(In thousands)	Mortgage Servicing Rights			Investments in Limited Partnerships			SBA/ USDA Servicing Rights			Mortgage Loan Held-For-Sale Interest Rate Lock Commitments (Assets and Liabilities)
Balance at June 30, 2025	$	111,624		$	133,197		$	10,214		$	3,890
Acquired in a business combination		—			16,516			—			—
Net (losses) gains		(4,973	)		3,212			(1,377	)		(1,605	)
Additions		3,844			—			417			—
Contributions paid		—			6,964			—			—
Distributions received		—			(1,797	)		—			—
Balance at September 30, 2025	$	110,495		$	158,092		$	9,254		$	2,285
Net unrealized (losses) gains included in net income for the quarter relating to assets and liabilities held at September 30, 2025	$	(1,254	)	$	3,212		$	(1,377	)	$	(1,605	)

	Three Months Ended September 30, 2024
(In thousands)	Mortgage Servicing Rights			Investments in Limited Partnerships			SBA Servicing Rights			Mortgage Loan Held-For-Sale Interest Rate Lock Commitments (Assets and Liabilities)
Balance at June 30, 2024	$	113,595		$	109,539		$	5,930		$	2,389
Net (losses) gains		(12,065	)		3,637			(425	)		292
Additions		3,361			—			312			—
Contributions paid		—			6,228			—			—
Distributions received		—			(3,756	)		—			—
Balance at September 30, 2024	$	104,891		$	115,648		$	5,817		$	2,681
Net unrealized (losses) gains included in net income for the quarter relating to assets and liabilities held at September 30, 2024	$	(8,232	)	$	3,637		$	(425	)	$	292

	Nine Months Ended September 30, 2025
(In thousands)	Mortgage Servicing Rights			Investments in Limited Partnerships			SBA/ USDA Servicing Rights			Mortgage Loan Held-For-Sale Interest Rate Lock Commitments (Assets and Liabilities)
Balance at December 31, 2024	$	114,594		$	118,710		$	5,785		$	1,295
Acquired in a business combination		—			16,516			4,783			—
Net (losses) gains		(14,471	)		7,698			(2,678	)		990
Additions		10,372			—			1,364			—
Contributions paid		—			22,136			—			—
Distributions received		—			(6,968	)		—			—
Balance at September 30, 2025	$	110,495		$	158,092		$	9,254		$	2,285
Net unrealized (losses) gains included in net income for the period related to assets and liabilities held at September 30, 2025	$	(8,169	)	$	7,698		$	(2,678	)	$	990

	Nine Months Ended September 30, 2024
(In thousands)	Mortgage Servicing Rights			Investments in Limited Partnerships			SBA Servicing Rights			Mortgage Loan Held-For-Sale Interest Rate Lock Commitments (Assets and Liabilities)
Balance at December 31, 2023	$	106,824		$	94,998		$	6,124		$	1,848
Net (losses) gains		(11,717	)		9,612			(1,216	)		833
Additions		9,784			—			909			—
Contributions paid		—			21,465			—			—
Distributions received		—			(10,427	)		—			—
Balance at September 30, 2024	$	104,891		$	115,648		$	5,817		$	2,681
Net unrealized (losses) gains included in net income for the period related to assets and liabilities held at September 30, 2024	$	(2,524	)	$	9,612		$	(1,216	)	$	833

Fair Value Option

The Company elected to measure commercial real estate loans held for sale and C&I loans held for sale under the fair value option. Included in these loans are loans guaranteed by the SBA and loans related to syndications. Due to the short duration that these instruments remain on the balance sheet, the Company assumes that cost approximates fair value.

The Company also elected to measure residential mortgage loans held for sale at fair value. The election allows for effective offset of the changes in fair values of the loans and the derivative instruments used to hedge them. Included in the residential mortgage loans held for sale portfolio are certain previously sold GNMA loans. Under ASC 860-10-40, certain GNMA loans will not meet sale criteria due to the conditional buyback option becoming unconditional - typically when loans become 90 or more days delinquent. The Company records these loans at fair value on the consolidated balance sheets with an offsetting liability. The Company assumed the cost approximates the fair value. At September 30, 2025 and December 31, 2024, the fair value of the GNMA loans totaled $73.7 million and $69.0 million, respectively.

The following table summarizes the difference between the aggregate fair value and the aggregate unpaid principal balance of loans held for sale:

	September 30, 2025							December 31, 2024
(In thousands)	Aggregate Fair Value		Aggregate Unpaid Principal		Aggregate Fair Value Less Aggregate Unpaid Principal			Aggregate Fair Value		Aggregate Unpaid Principal		Aggregate Fair Value Less Aggregate Unpaid Principal
Residential mortgage loans	$	194,858	$	194,858	$	—		$	181,622	$	181,622	$	—
Commercial and industrial loans		61,472		61,475		(3	)		59,343		59,343		—
Commercial real estate loans		5,350		5,350		—			3,227		3,227		—
Total	$	261,680	$	261,683	$	(3	)	$	244,192	$	244,192	$	—

Net gains and losses resulting from changes in fair value for residential mortgage loans held for sale are recorded in mortgage banking revenue in the consolidated statements of income. For the three months ended September 30, 2025 and 2024, the Company had net losses totaling $1.7 million and $11 thousand, respectively. For the nine months ended September 30, 2025 and 2024, the Company had net gains totaling $1.0 million and $1.6 million, respectively.

Net gains and losses resulting from changes in fair value for C&I loans and CRE loans held for sale are recorded in other noninterest revenue in the consolidated statements of income. For the three months ended September 30, 2025 and 2024, the Company had net gains from the sale of these loans totaling $2.6 million and $1.6 million, respectively. For the nine months ended September 30, 2025 and 2024, the Company had net gains from the sale of these loans totaling $7.4 million and $4.3 million, respectively.

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

From time to time, the Company may be required to measure certain financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of lower of cost or fair value accounting or from write-downs of individual assets. The following tables present the balances of assets measured at fair value on a nonrecurring basis:

	September 30, 2025
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Impaired loans, collateral-dependent⁽¹⁾	$	—	$	—	$	47,961	$	47,961
PCD (loss) loans		—		—		17,849		17,849
Other real estate and repossessed assets		—		—		16,250		16,250

(1)

At September 30, 2025, impaired loans, collateral-dependent includes $8.2 million which were classified as doubtful.

	December 31, 2024
(In thousands)	Level 1		Level 2		Level 3		Total
Assets:
Impaired loans, collateral-dependent⁽¹⁾	$	—	$	—	$	75,820	$	75,820
PCD (loss) loans		—		—		6,027		6,027
Other real estate and repossessed assets		—		—		5,754		5,754

(1)

At December 31, 2024, impaired loans, collateral-dependent includes $8.7 million which were classified as doubtful.

Unobservable Inputs

The following table presents the significant unobservable inputs used in Level 3 fair value measurements for financial assets measured at fair value on a recurring and nonrecurring basis:

Quantitative Information about Level 3 Fair Value Measurements

(Dollars in thousands)

Carrying
Value

Valuation
Methods

Unobservable
Inputs

Range

Weighted
Average

September 30, 2025

Measured at fair value on a recurring basis:

Mortgage servicing rights⁽¹⁾

110,495

Discounted cash flow

Discount rate

9.3% - 10.9%

9.8%

Repayment speed (CPR)

7.0 - 20.3

9.7

Coupon interest rate

3.4% - 6.3%

4.5%

Remaining maturity (months)

75 - 310

286

Servicing fee (bps)

19.0 bps-39.2 bps

28.7 bps

Investments in limited partnerships

158,092

Practical expedient

Net asset value

SBA/USDA servicing rights⁽¹⁾

9,254

Coupon less contractual servicing cost

Contractual servicing cost (bps)

12.5 bps-40.0 bps

26.3 bps

Mortgage loan held-for-sale interest rate lock commitments (assets and liabilities)

2,285

Discounted cash flow

Closing ratio

10.0% - 100%

61.1%

Measured at fair value on a nonrecurring basis:

Impaired loans, collateral- dependent⁽¹⁾

47,961

Appraised value, as adjusted

Discount to fair value

10% - 78%

51.2%

PCD (loss) loans⁽¹⁾

17,849

Appraised value, as adjusted

Discount to fair value

10% - 30%

27.0%

Other real estate and repossessed assets

16,250

Appraised value, as adjusted

Estimated closing costs

7.0%

Quantitative Information about Level 3 Fair Value Measurements

(Dollars in thousands)

Carrying
Value

Valuation
Methods

Unobservable
Inputs

Range

Weighted
Average

December 31, 2024

Measured at fair value on a recurring basis:

Mortgage servicing rights⁽¹⁾

114,594

Discounted cash flow

Discount rate

9.7% - 11.3%

10.1%

Repayment speed (CPR)

6.8 - 12.6

8.3

Coupon interest rate

3.2% - 7.9%

4.2%

Remaining maturity (months)

70 - 404

286

Servicing fee (bps)

19.0 bps-50.0 bps

28.7 bps

Investments in limited partnerships

118,710

Practical expedient

Net asset value

SBA servicing rights⁽¹⁾

5,785

Coupon less contractual servicing cost

Contractual servicing cost (bps)

12.5 bps-40.0 bps

26.3 bps

Mortgage loan held-for-sale interest rate lock commitments (assets and liabilities)

1,295

Discounted cash flow

Closing ratio

10.0% - 100%

46.8%

Measured at fair value on a nonrecurring basis:

Impaired loans, collateral- dependent⁽¹⁾

75,820

Appraised value, as adjusted

Discount to fair value

10% - 41%

30.5%

PCD (loss) loans⁽¹⁾

6,027

Appraised value, as adjusted

Discount to fair value

10% - 30%

24.7%

Other real estate and repossessed assets

5,754

Appraised value, as adjusted

Estimated closing costs

7.0%

(1)

Weighted averages were calculated using the input attributed and the outstanding balance of the loan.

Certain assets and liabilities subject to fair value disclosure requirements are not actively traded, requiring management to estimate the fair value. These estimations necessarily require judgment to be applied to the reasonableness and relevancy of comparable market prices, expected future cash flows, and appropriate discount rates.

The short-term nature of certain assets and liabilities result in their carrying value approximating fair value. They include cash and due from banks, interest bearing deposits with other banks and Federal funds sold, accrued interest receivable, non-time deposits, federal funds purchased, securities sold under agreement to repurchase, short-term and long-term FHLB borrowings and accrued interest payable.

The following tables present carrying and fair value information of financial instruments for the periods presented:

	September 30, 2025
	Carrying
(In thousands)	Value		Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and due from banks	$	839,841	$	839,841	$	839,841	$	—	$	—
Interest bearing deposits with other banks and Federal funds sold		1,049,332		1,049,332		1,049,332		—		—
Available for sale securities and equity securities with readily determinable fair values		9,636,944		9,636,944		20,555		9,616,389		—
Net loans and leases		36,305,637		35,747,929		—		—		35,747,929
Loans held for sale		261,680		261,680		—		261,680		—
Accrued interest receivable		216,391		216,391		—		33,931		182,460
Mortgage servicing rights		110,495		110,495		—		—		110,495
Investments in limited partnerships		158,092		158,092		—		—		158,092
Other assets		25,504		25,504		—		—		25,504

Liabilities:
Deposits	$	43,921,456	$	43,923,824	$	—	$	43,923,824	$	—
Federal funds purchased and securities sold under agreement to repurchase and other short-term borrowings		29,532		29,532		29,532		—		—
Short-term FHLB borrowings		925,000		925,000		925,000		—		—
Accrued interest payable		170,188		170,188		7,680		162,508		—
Subordinated and long-term borrowings		1,330,657		1,330,657		1,330,657		—		—

Derivative instruments:
Assets:
Commercial loan interest rate contracts	$	30,707	$	30,707	$	—	$	30,707	$	—
Mortgage loan held-for-sale interest rate lock commitments		2,285		2,285		—		—		2,285
Futures, forwards and options		134		134		134		—		—
Mortgage loan forward sale commitments		214		214		—		214		—
Foreign exchange contracts		807		807		—		807		—
Liabilities:
Commercial loan interest rate contracts	$	39,188	$	39,188	$	—	$	39,188	$	—
Futures, forwards and options		1,758		1,758		1,758		—		—
Mortgage loan forward sale commitments		954		954		—		954		—
Foreign exchange contracts		636		636		—		636		—

	December 31, 2024
(In thousands)	Carrying Value		Fair Value		Level 1		Level 2		Level 3
Assets:
Cash and due from banks	$	624,884	$	624,884	$	624,884	$	—	$	—
Interest bearing deposits with other banks and Federal funds sold		1,106,692		1,106,692		1,106,692		—		—
Available for sale securities and equity securities with readily determinable fair values		7,315,666		7,315,666		21,678		7,293,988		—
Net loans and leases		33,280,962		32,440,220		—		—		32,440,220
Loans held for sale		244,192		244,192		—		244,192		—
Accrued interest receivable		196,670		196,670		—		26,239		170,431
Mortgage servicing rights		114,594		114,594		—		—		114,594
Investments in limited partnerships		118,710		118,710		—		—		118,710
Other assets		11,539		11,539		—		—		11,539

Liabilities:
Deposits	$	40,496,201	$	40,495,193	$	—	$	40,495,193	$	—
Federal funds purchased and securities sold under agreement to repurchase and other short-term borrowings		23,616		23,616		23,616		—		—
Accrued interest payable		110,853		110,853		3		110,850		—
Subordinated and long-term borrowings		10,706		10,570		—		10,570		—

Derivative instruments:
Assets:
Commercial loan interest rate contracts	$	30,555	$	30,555	$	—	$	30,555	$	—
Mortgage loan held-for-sale interest rate lock commitments		1,310		1,310		—		—		1,310
Mortgage loan forward sale commitments		816		816		—		816		—
Foreign exchange contracts		650		650		—		650		—
Liabilities:
Commercial loan interest rate contracts	$	45,070	$	45,070	$	—	$	45,070	$	—
Mortgage loan held-for-sale interest rate lock commitments		15		15		—		—		15
Futures, forwards and options		3,085		3,085		3,085		—		—
Mortgage loan forward sale commitments		34		34		—		34		—
Foreign exchange contracts		469		469		—		469		—

NOTE 10. SHARE-BASED COMPENSATION

The Company’s Long-Term Equity Incentive Plan (“Incentive Plan”), Cadence Bank Equity Incentive Plan for NonEmployee Directors, 2021 Long-Term Equity Incentive Plan and the Amended and Restated 2015 Omnibus Incentive Plan (the “2015 Plan” assumed from Legacy Cadence) were effective during the year ended December 31, 2024, and allowed the Company to grant to employees and directors various forms of share-based incentive compensation. On December 30, 2024, the Cadence Bank 2025 Long-Term Incentive Plan (“the 2025 Plan”) was approved by the Company’s shareholders. The 2025 Plan took effect as of December 30, 2024 and supersedes all four of the incentive plans previously mentioned.

The Company has primarily granted PSUs, RSUs and RSAs under its equity incentive plans. PSUs entitle the recipient to receive shares of the Company’s common stock upon the achievement of performance goals that are specified in the award over a performance period. The recipient of PSUs is not treated as a shareholder of the Company and is not entitled to vote or receive dividends until the performance conditions stated in the award are satisfied and the shares of stock are issued to the recipient. Dividend equivalents on the shares vested according to the performance conditions are paid upon issuance of the stock. All PSUs vest over a three-year period and are valued at the fair value of the Company’s stock at the grant date based upon the estimated number of shares expected to vest through the application of a lattice model. RSUs entitle the recipient to receive the shares once they are vested but with no voting rights until the shares are received. RSUs generally vest over four- to five-year periods and are eligible to receive dividend equivalents, which accrue and are paid upon vesting. RSAs entitle the recipient to vote the shares of stock but the recipient does not receive the shares until they are fully vested. RSA grants vest over five- to seven-year periods and are entitled to receive dividends.

For more information, see Note 14 to the consolidated financial statements to the Annual Report on Form 10-K for the year ended December 31, 2024.

Performance Stock Units

The following table summarizes the Company’s PSU activity for the periods indicated:

	Nine Months Ended September 30,
	2025					2024
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		1,211,606		$	25.34		1,967,631		$	26.17
Granted during the period		264,729			30.64		323,293			30.26
Vested during the period		(425,767	)		27.98		(444,448	)		28.76
Forfeited during the period		(35,793	)		26.48		(103,826	)		24.42
Nonvested at end of period		1,014,775		$	25.58		1,742,650		$	26.37

The Company recorded $2.9 million and $5.9 million of compensation expense related to the PSUs for the three and nine months ended September 30, 2025, respectively, compared to $3.6 million and $10.0 million for the three and nine months ended September 30, 2024, respectively. At September 30, 2025, there was $13.9 million of unrecognized compensation cost related to PSUs that is expected to be recognized over a weighted average period of 1.86 years.

Restricted Stock Units

The following table summarizes the Company’s RSU activity for the periods indicated:

	Nine Months Ended September 30,
	2025					2024
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		3,063,891		$	25.61		3,055,824		$	25.19
Granted during the period		1,021,299			30.47		1,031,231			28.70
Vested during the period		(375,761	)		21.24		(387,558	)		27.43
Forfeited during the period		(114,923	)		27.01		(225,737	)		25.87
Nonvested at end of period		3,594,506		$	27.40		3,473,760		$	25.94

The Company recorded $6.5 million and $16.8 million of compensation expense related to the RSUs for the three and nine months ended September 30, 2025, respectively, compared to $5.5 million and $14.9 million for the three and nine months ended September 30, 2024, respectively. These amounts included $294 thousand and $794 thousand related to RSUs issued to the Company’s directors during the three and nine months ended September 30, 2025, respectively, compared to $250 thousand and $783 thousand for the three and nine months ended September 30, 2024, respectively. At September 30, 2025, there was $53.6 million of unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted average period of 2.74 years.

Restricted Stock Awards

The following table summarizes the Company’s RSA activity for the periods indicated:

	Nine Months Ended September 30,
	2025					2024
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Nonvested at beginning of period		247,537		$	28.67		526,868		$	28.14
Vested during the period		(209,170	)		30.36		(247,336	)		27.49
Forfeited during the period		(1,867	)		31.48		(29,371	)		28.86
Nonvested at end of period		36,500		$	18.79		250,161		$	28.70

The Company recorded $26 thousand and $457 thousand of compensation expense related to the RSAs for the three and nine months ended September 30, 2025, respectively, compared to $332 thousand and $663 thousand for the three and nine months ended September 30, 2024, respectively. At September 30, 2025, there was $167 thousand of unrecognized compensation cost related to RSAs that is expected to be recognized over a weighted average period of 1.67 years.

The following table presents information regarding the vesting of the Company’s nonvested share-based compensation grants outstanding at September 30, 2025:

	Number of Shares
Period Ending	PSU		RSU		RSA
December 31, 2026		501,514		1,606,833		—
December 31, 2027		249,768		990,335		36,500
December 31, 2028		263,493		664,329		—
December 31, 2029 and later		—		333,009		—
Total nonvested shares		1,014,775		3,594,506		36,500

NOTE 11. EARNINGS PER SHARE AND DIVIDEND DATA

Basic and diluted EPS are calculated in accordance with ASC 260, Earnings Per Share. Basic EPS is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed using the weighted-average number of shares determined for the basic EPS computation plus the shares resulting from the assumed exercise of all outstanding share-based awards using the treasury stock method. For both the three months ended September 30, 2025 and 2024, no antidilutive equity awards were excluded from dilutive shares. For the nine months ended September 30, 2025, 148 antidilutive equity awards were excluded from dilutive shares, compared to 83 thousand for the nine months ended September 30, 2024.

The following table provides a reconciliation of the numerators and denominators of the basic and diluted EPS computations for the periods indicated:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share amounts)	2025		2024		2025		2024
Net income	$	129,849	$	136,439		397,716		390,889
Less: preferred dividends		2,372		2,372		9,488		7,116
Net income available to common shareholders	$	127,477	$	134,067	$	388,228	$	383,773

Weighted average common shares outstanding		186,307		182,390		185,148		182,536
Dilutive effect of stock compensation		2,746		3,106		2,468		2,907
Weighted average diluted common shares		189,053		185,496		187,616		185,443

Basic earnings per common share	$	0.68	$	0.74		2.10		2.10

Diluted earnings per common share	$	0.67	$	0.72		2.07		2.07

Dividends to shareholders are subject to approval by the applicable regulatory authorities.

NOTE 12. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”)

Activity within the balances in AOCI (loss) is shown in the following tables for the periods indicated:

(In thousands)	Unrealized loss on AFS securities			Pension and other postretirement benefits			Accumulated other comprehensive loss
Balance at June 30, 2025	$	(533,498	)	$	(42,659	)	$	(576,157	)
Net change		81,819			556			82,375
Balance at September 30, 2025	$	(451,679	)	$	(42,103	)	$	(493,782	)

Balance at June 30, 2024	$	(738,506	)	$	(43,956	)	$	(782,462	)
Net change		191,557			563			192,120
Balance at September 30, 2024	$	(546,949	)	$	(43,393	)	$	(590,342	)

Balance at December 31, 2024	$	(650,725	)	$	(43,770	)	$	(694,495	)
Net change		199,046			1,667			200,713
Balance at September 30, 2025	$	(451,679	)	$	(42,103	)	$	(493,782	)

Balance at December 31, 2023	$	(716,749	)	$	(45,080	)	$	(761,829	)
Net change		169,800			1,687			171,487
Balance at September 30, 2024	$	(546,949	)	$	(43,393	)	$	(590,342	)

NOTE 13. CAPITAL AND REGULATORY MATTERS

The Company is subject to various regulatory capital requirements administered by the federal and state banking agencies. Regulatory capital ratios at September 30, 2025 and December 31, 2024 were calculated in accordance with the Basel III capital framework as well as the interagency final rule published on September 30, 2020 entitled “Revised Transition of the Current Expected Credit Losses Methodology for Allowances.” Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings and other factors. Quantitative measures are established by regulation to ensure capital adequacy and require the Company to maintain minimum capital amounts and ratios.

Additionally, regulatory capital rules include a capital conservation buffer which the Company must maintain in addition to its minimum risk-based capital requirements. This buffer applies to all three risk-based capital measurements (CET1, Tier 1 and total capital to risk-weighted assets). A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments, stock repurchases, and certain discretionary bonus payments to executive officers.

The actual capital amounts and ratios for the Company are presented in the following tables and as shown, exceed the thresholds necessary to be considered “well capitalized.” Management believes that no events or changes have occurred subsequent to the indicated dates that would change this designation.

	September 30, 2025					December 31, 2024
(Dollars in thousands)	Amount		Ratio			Amount		Ratio
Actual:
Common equity Tier 1 capital (to risk-weighted assets)	$	4,772,204		11.51	%	$	4,693,487		12.35	%
Tier 1 capital (to risk-weighted assets)		4,939,197		11.91			4,860,480		12.79
Total capital (to risk-weighted assets)		5,429,072		13.09			5,306,647		13.97
Tier 1 leverage capital (to average assets)		4,939,197		9.24			4,860,480		10.41
Minimum requirement⁽¹⁾:
Common equity Tier 1 capital (to risk-weighted assets)		1,865,811		4.50			1,709,652		4.50
Tier 1 capital (to risk-weighted assets)		2,487,748		6.00			2,279,536		6.00
Total capital (to risk-weighted assets)		3,316,998		8.00			3,039,382		8.00
Tier 1 leverage capital (to average assets)		2,137,927		4.00			1,867,273		4.00
Well capitalized requirement under prompt corrective action provisions:
Common equity Tier 1 capital (to risk-weighted assets)		2,695,061		6.50			2,469,498		6.50
Tier 1 capital (to risk-weighted assets)		3,316,998		8.00			3,039,382		8.00
Total capital (to risk-weighted assets)		4,146,247		10.00			3,799,227		10.00
Tier 1 leverage capital (to average assets)		2,672,408		5.00			2,334,092		5.00

(1)

The additional capital conservation buffer in effect was 2.5%.

On April 25, 2025, the Company announced a share repurchase program whereby the Company may acquire up to an aggregate of 10,000,000 shares of its common stock in the open market at prevailing market prices or in privately negotiated transactions. No shares had been purchased by the Company under this repurchase program as of September 30, 2025.

The extent and timing of any repurchases depends on market conditions and other corporate, legal and regulatory considerations. Repurchased shares are held as authorized and unissued shares. These authorized but unissued shares are available for use in the Company’s stock compensation programs, other transactions, or for other corporate purposes as determined by the Company’s Board of Directors.

Federal and state banking laws and regulations and state corporate laws restrict the amount of dividends that the Company may declare and pay. Under Mississippi law, the Company cannot pay any dividend on its common stock unless it has received written approval of the Commissioner of the MDBCF. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. The Federal Reserve must approve any dividend that exceeds the Company’s current year’s net income plus its retained net income from the prior two calendar years.

NOTE 14. SEGMENT REPORTING

The Company determines operating segments based upon the services offered, the significance of those services to the Company's financial condition and operating results, and management's regular review of the operating results of those services. The Company’s CODM is the Company’s CEO. The application and development of management reporting methodologies is a robust process and is subject to periodic enhancements. As these enhancements are made, financial results presented by each reportable segment may be periodically revised. Cadence makes operating decisions based on the following operating segments, as described below.

Corporate Banking segment focuses on C&I, business banking, and CRE lending to clients in the geographic footprint.

Community Banking segment provides a broad range of banking services through the branch network to serve the needs of community businesses and individual consumers in the geographic footprint.

Mortgage segment includes mortgage banking activities of originating mortgage loans, selling mortgage loans in the secondary market and servicing the mortgage loans that are sold on a servicing retained basis.

Banking Services segment offers individuals, businesses, governmental institutions, and non-profit entities a wide range of solutions to help protect, grow, and transfer wealth. Offerings include credit-related products via Private Banking services, trust and investment management, asset management, retirement and savings solutions, estate planning and annuity products.


	·	General Corporate and Other segment includes other activities not allocated to other aforementioned operating segments. Additionally, intercompany eliminations are included as they do not reflect normal operations of the other segments. The disaggregation of General Corporate and Other better defines the results from the individual segments due to the direct relationship of the internal support provided by the strategic business units within the Bank.

Results of operations and selected financial information by operating segment for periods indicated are presented in the following tables. The tables show total noninterest income segregated between contracts with customers within the scope of ASC 606, Revenue from Contracts with Customers, and those within the scope of other GAAP Topics. Additionally, with the adoption of ASU 2023-07, the tables show significant segment expenses within total noninterest expense used by the CODM to assess the performance of each segment.

Results of operations and selected financial information by operating segment for periods indicated are presented in the following tables. Also, the tables show total noninterest income segregated between contracts with customers within the scope of ASC 606, Revenue from Contracts with Customers, and those within the scope of other GAAP Topics.

(In thousands)	Corporate Banking		Community Banking		Mortgage		Banking Services		General Corporate and Other			Total
Results of Operations
Three Months Ended September 30, 2025
Net interest revenue	$	115,255	$	292,175	$	31,998	$	12,026	$	(27,727	)	$	423,727
Provision (release) for credit losses		26,385		16,501		829		155		(11,870	)		32,000
Net interest revenue after provision (release) for credit losses		88,870		275,674		31,169		11,871		(15,857	)		391,727
Noninterest revenue
In Scope of Topic 606
Trust and asset management income		89		19		—		12,582		(742	)		11,948
Investment advisory fees		—		—		—		9,393		(79	)		9,314
Other brokerage fees		—		22		—		1,607		—			1,629
Deposit service charges		3,700		14,970		—		214		163			19,047
Credit card, debit card and merchant fees		1		217		—		—		13,266			13,484
Total noninterest revenue (in-scope of Topic 606)		3,790		15,228		—		23,796		12,608			55,422
Total noninterest revenue (out-of-scope of Topic 606)		12,563		21,694		5,597		1,73		(3,591	)		38,056
Total noninterest revenue		16,353		36,922		5,597		25,589		9,017			93,478
Noninterest expense
Salaries and employee benefits		23,427		63,950		6,324		13,548		66,236			173,485
Occupancy and equipment		304		21,892		368		187		9,141			31,892
Data processing and software		970		1,418		1,168		1,101		31,463			36,120
Allocated overhead expenses		22,021		82,823		7,286		4,601		(116,731	)		—
Other segment items⁽¹⁾		9,435		11,850		4,498		4,601		48,365			78,749
Total noninterest expense		56,157		181,933		19,644		24,038		38,474			320,246
Income (loss) before income taxes		49,066		130,663		17,122		13,422		(45,314	)		164,959
Income tax expense (benefit)		11,540		30,739		4,027		3,145		(14,341	)		35,110
Net income (loss)	$	37,526	$	99,924	$	13,095	$	10,277	$	(30,973	)	$	129,849
Selected Financial Information
Total assets at end of period	$	12,084,856	$	19,507,088	$	6,647,025	$	1,267,426	$	13,775,957		$	53,282,352

(In thousands)	Corporate Banking		Community Banking		Mortgage		Banking Services			General Corporate and Other			Total


Results of Operations
Three Months Ended September 30, 2024
Net interest revenue	$	117,902	$	274,871	$	23,938	$	9,426		$	(64,679	)	$	361,458
Provision (release) for credit losses		1,537		3,642		2,884		(867	)		4,804			12,000
Net interest revenue after provision (release) for credit losses		116,365		271,229		21,054		10,293			(69,483	)		349,458
Noninterest revenue
In Scope of Topic 606
Trust and asset management income		588		7		—		12,197			(737	)		12,055
Investment advisory fees		—		—		—		8,679			(38	)		8,641
Other brokerage fees		—		—		—		1,567			—			1,567
Deposit service charges		3,560		13,873		—		1,131			250			18,814
Credit card, debit card and merchant fees		—		9,331		—		—			3,318			12,649
Total noninterest revenue (in-scope of Topic 606)		4,148		23,211		—		23,574			2,793			53,726
Total noninterest revenue (out-of-scope of Topic 606)		10,120		10,499		2,339		1,993			7,224			32,175
Total noninterest revenue		14,268		33,710		2,339		25,567			10,017			85,901
Noninterest expense
Salaries and employee benefits		20,945		58,403		6,283		12,706			53,900			152,237
Occupancy and equipment		1,154		18,848		1,044		784			7,064			28,894
Data processing and software		1,291		1,135		1,080		1,300			24,358			29,164
Allocated overhead expenses		24,378		63,141		7,577		3,899			(98,995	)		—
Other segment items⁽¹⁾		7,201		12,313		3,329		4,550			21,750			49,143
Total noninterest expense		54,969		153,840		19,313		23,239			8,077			259,438
Income (loss) before income taxes		75,664		151,099		4,080		12,621			(67,543	)		175,921
Income tax expense (benefit)		17,770		35,520		959		2,953			(17,720	)		39,482
Net income (loss)	$	57,894	$	115,579	$	3,121	$	9,668		$	(49,823	)	$	136,439
Selected Financial Information
Total assets at end of period	$	11,615,930	$	17,292,396	$	5,504,256	$	1,099,441		$	13,692,910		$	49,204,933

(In thousands)	Corporate Banking		Community Banking		Mortgage		Banking Services		General Corporate and Other			Total
Results of Operations
Nine Months Ended September 30, 2025
Net interest revenue	$	333,641	$	817,266	$	87,585	$	32,895	$	(106,368	)	$	1,165,019
Provision (release) for credit losses		45,097		47,010		11,547		1,866		(22,520	)		83,000
Net interest revenue after provision (release) for credit losses		288,544		770,256		76,038		31,029		(83,848	)		1,082,019
Noninterest revenue
In Scope of Topic 606
Trust and asset management income		573		27		—		38,672		(2,274	)		36,998
Investment advisory fees		—		—		—		26,939		(201	)		26,738
Other brokerage fees		—		22		—		4,910		—			4,932
Deposit service charges		11,800		42,490		—		691		(137	)		54,844
Credit card, debit card and merchant fees		3		8,840		—		—		29,602			38,445
Total noninterest revenue (in-scope of Topic 606)		12,376		51,379		—		71,212		26,990			161,957
Total noninterest revenue (out-of-scope of Topic 606)		37,282		52,092		23,390		5,095		(2,770	)		115,089
Total noninterest revenue		49,658		103,471		23,390		76,307		24,220			277,046
Noninterest expense
Salaries and employee benefits		67,784		186,492		17,935		40,115		171,471			483,797
Occupancy and equipment		959		61,113		1,193		810		26,333			90,408
Data processing and software		2,882		2,589		3,617		3,877		80,988			93,953
Allocated overhead expenses		62,799		221,893		20,155		12,945		(317,792	)		—
Other segment items⁽¹⁾		26,810		30,800		13,539		13,436		99,715			184,300
Total noninterest expense		161,234		502,887		56,439		71,183		60,715			852,458
Income (loss) before income taxes		176,968		370,840		42,989		36,153		(120,343	)		506,607
Income tax expense (benefit)		41,597		87,180		10,106		8,461		(38,453	)		108,891
Net income (loss)	$	135,371	$	283,660	$	32,883	$	27,692	$	(81,890	)	$	397,716
Selected Financial Information
Total assets at end of period	$	12,084,856	$	19,507,088	$	6,647,025	$	1,267,426	$	13,775,957		$	53,282,352

(In thousands)	Corporate Banking		Community Banking			Mortgage		Banking Services			General Corporate and Other			Total
Results of Operations
Nine Months Ended September 30, 2024
Net interest revenue	$	342,312	$	832,804		$	68,962	$	29,477		$	(201,871	)	$	1,071,684
Provision (release) for credit losses		38,466		(801	)		11,561		(1,620	)		8,394			56,000
Net interest revenue after provision (release) for credit losses		303,846		833,605			57,401		31,097			(210,265	)		1,015,684
Noninterest revenue
In Scope of Topic 606
Trust and asset management income		1,233		14			—		36,958			(2,182	)		36,023
Investment advisory fees		—		—			—		25,290			(133	)		25,157
Other brokerage fees		—		—			—		4,551			—			4,551
Deposit service charges		10,262		40,763			—		3,011			767			54,803
Credit card, debit card and merchant fees		259		27,885			—		7			9,430			37,581
Total noninterest revenue (in-scope of Topic 606)		11,754		68,662			—		69,817			7,882			158,115
Total noninterest revenue (out-of-scope of Topic 606)		27,489		29,112			17,271		8,460			29,898			112,230
Total noninterest revenue		39,243		97,774			17,271		78,277			37,780			270,345
Noninterest expense
Salaries and employee benefits		62,561		173,434			18,660		40,451			161,820			456,926
Occupancy and equipment		3,196		55,746			3,236		2,471			22,252			86,901
Data processing and software		2,968		2,017			3,045		4,431			76,197			88,658
Allocated overhead expenses		72,364		185,795			22,076		11,548			(291,783	)		—
Other segment items⁽¹⁾		24,290		35,206			9,661		14,291			63,410			146,858
Total noninterest expense		165,379		452,198			56,678		73,192			31,896			779,343
Income (loss) before income taxes		177,710		479,181			17,994		36,182			(204,381	)		506,686
Income tax expense (benefit)		41,762		112,607			4,229		8,472			(51,273	)		115,797
Net income (loss)	$	135,948	$	366,574		$	13,765	$	27,710		$	(153,108	)	$	390,889
Selected Financial Information
Total assets at end of period	$	11,615,930	$	17,292,396		$	5,504,256	$	1,099,441		$	13,692,910		$	49,204,933

⁽¹⁾

Other segment items for each reportable segment includes:

Corporate Banking: legal expenses, travel expenses and certain overhead expenses.

Community Banking: advertising, office supplies, ATM expenses, delivery expenses, professional and consulting fees, legal expenses, telecommunication and postage expenses, travel expenses, and certain overhead expenses.

Mortgage: loan quality control and loan repurchase expenses, legal expenses, and certain overhead expenses.

Banking Services: amortization of intangibles, professional and consulting fees, legal expenses, and certain overhead expenses.

General, Corporate, and Other: advertising, supplies, regulatory expenses, and certain other overhead expenses.

NOTE 15. DERIVATIVE INSTRUMENTS

The Company primarily uses derivatives to manage exposure to market risk, including IRR, credit risk and foreign currency risk, and to assist customers with their risk management objectives. During the third quarter of 2025, management designated certain derivatives as hedging instruments in a qualifying fair value hedge relationship to modify the repricing characteristics of certain portions of the Company’s AFS securities portfolio. The Company’s other derivative instruments consist of economic hedges for which the Company has elected not to apply hedge accounting and derivatives held for customer accommodation, or other purposes. Based on adherence to the Company’s credit standards and the presence of the netting, collateral or settlement provisions, the Company believes that the credit risk inherent in these contracts was not material as of September 30, 2025.

The fair value of outstanding derivative positions is included in other assets and other liabilities in the accompanying consolidated balance sheets and in the net change in each of these financial statement line items in the operating section of the accompanying consolidated statements of cash flows. For derivatives not designated as hedging instruments or determined to be an ineffective hedge under applicable accounting guidance, gains and losses due to changes in fair value are included in noninterest income and the operating section of the consolidated statements of cash flows. For derivatives designated as fair value hedging instruments, the entire change in the fair value related to the derivative instrument is recognized as a component of interest income. At September 30, 2025 and December 31, 2024, there were no derivatives designated under hedge accounting. The notional amounts and estimated fair values for the periods indicated were as follows:

	September 30, 2025								December 31, 2024
			Fair Value				Weighted Average				Fair Value				Weighted Average
(Dollars in thousands)	Notional Amount		Other Assets		Other Liabilities		Maturity (years)		Notional Amount		Other Assets		Other Liabilities		Maturity (years)
Derivatives not designated as hedges:
Commercial loan interest rate contracts		4,491,479		30,707		39,188		4.3		3,781,868		30,555		45,070		4.2
Mortgage loan held-for-sale interest rate lock commitments		176,425		2,285		—		0.1		151,231		1,310		15		0.1
Futures, forwards and options (used to hedge MSR, see Note 8)		293,000		134		1,758		0.2		230,000		—		3,085		0.2
Mortgage loan forward sale commitments		238,834		214		954		0.1		179,000		816		34		0.1
Foreign exchange contracts		67,478		807		636		0.2		55,542		650		469		0.5
Total derivatives	$	5,267,216	$	34,147	$	42,536			$	4,397,641	$	33,331	$	48,673

The Company engages in balance sheet hedging activity, principally for asset and liability management purposes. Balance sheet hedging activity is sometimes arranged to qualify for hedge accounting treatment that is accounted for as either fair value hedges or cash flow hedges. The Company did not record any cash flow hedging activity for any period presented.

In the third quarter of 2025, the Company executed interest rate swaps totaling $553 million in notional value, designating the contracts in fair values hedges to hedge changes in the fair value of the acquired AFS securities portfolio from IBS (see Note 2) attributable to fluctuations in the SOFR OIS swap rate. The swaps were designated in accordance with the portfolio layer method described in ASU 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging—Portfolio Layer Method. The portfolio layer method allows the Company to designate as the hedged item a stated amount of assets that are not expected to be affected by prepayments, defaults, or other factors affecting the timing and amount of cash flows. All hedged AFS securities were sold and the Company terminated the interest rate swaps and unwound the hedging relationship in the third quarter of 2025.

For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings as fair values change. Net losses on interest rate swap agreements accounted for under fair value hedging designations totaled $4.3 million for the three and nine months ended September 30, 2025. There were no interest rate swap agreements designated as a fair value hedge in 2024.

Adjustments to interest income were recorded for the amounts related to terminated hedges reclassified from AOCI. The net amounts resulted in an increase to interest income of $0.3 million for the three and nine months ended September 30, 2025, respectfully. There were no such adjustments recorded for the three or the nine months ended September 30, 2024.

The following table summarizes the impact on interest income related to the fair value hedges:

	For the three and nine months ended September 30, 2025
(Dollars in thousands)
Amounts related to interest settlements	$	507
Recognized on hedged items	$	(226	)
Net income recognized ⁽¹⁾	$	281

(1)

Reported as an adjustment to interest income on AFS securities in the Consolidated Statements of Income

The Company is party to collateral support agreements with certain derivative counterparties. Such agreements require that the Company maintain collateral based on the fair values of derivative transactions. In the event of default by the Company, the counterparty would be entitled to the collateral. At September 30, 2025, and December 31, 2024, the Company was required to post $27.1 million and $60.9 million, respectively, in cash or qualifying securities as collateral for its derivative transactions, and these amounts were included in interest bearing deposits with other banks for the periods indicated. In addition, the Company had recorded the obligation to return cash collateral provided by counterparties of $1.2 million and $23.1 million at September 30, 2025 and December 31, 2024, respectively, within deposits on the Company’s consolidated balance sheet. Certain financial instruments, such as derivatives, may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements or similar agreements. The Company’s derivative transactions with upstream financial institution counterparties are generally executed under International Swaps and Derivative Association master agreements which include “right of set-off” provisions. In such cases, there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset such financial instruments for financial reporting purposes.

The Company enters into certain interest rate contracts on commercial loans, which include swaps, floors, caps and collars that are not designated as hedging instruments. These derivative contracts relate to transactions in which the Company enters into an interest rate contract with a loan customer while at the same time entering into an offsetting interest rate contract with another financial institution. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. At the same time, the Company agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The interest rate swap, floor, cap and collar transactions allow the Company to manage its IRR. Because the Company acts as an intermediary for its customers, changes in the fair value of the underlying derivative contracts generally offset and do not significantly impact the Company’s consolidated statements of income. The Company is exposed to credit loss in the event of nonperformance by the parties to the interest rate contracts. However, the Company does not anticipate nonperformance by the counterparties. At September 30, 2025 and December 31, 2024, the estimated fair value recorded in other assets on the consolidated balance sheets totaled $30.7 million and $30.6 million, respectively. The corresponding fair value recorded in other liabilities in the accompanying consolidated balance sheets totaled $39.2 million and $45.1 million at September 30, 2025 and December 31, 2024.

The Company has both bought and sold credit protection in the form of participations on interest rate swaps (swap participations). These swap participations, which meet the definition of credit derivatives, were entered into in the ordinary course of business to serve the credit needs of customers. Swap participations, whereby the Company has purchased credit protection, entitle the Company to receive a payment from the counterparty if the customer fails to make payment on any amounts due to the Company upon early termination of the swap transaction. For contracts where the Company sold credit protection, the Company would be required to make payment to the counterparty if the customer fails to make payment on any amounts due to the counterparty upon early termination of the swap transaction. Swap participation agreements where the Company is the beneficiary had notional values totaling $210.7 million and $205.1 million at September 30, 2025 and December 31, 2024, respectively. Swap participation agreements where the Company is the guarantor had notional values totaling $472.9 million and $443.0 million at September 30, 2025 and December 31, 2024, respectively.

The Company enters into interest rate lock commitments with customers in connection with residential mortgage loan applications for loans the Company intends to sell. Additionally, the Company enters into mortgage loan forward sales commitments of MBS with investors to mitigate the effect of IRR inherent in providing interest rate lock commitments to customers. Both the interest rate lock commitments and mortgage loan forward sales commitments are considered derivatives under current accounting guidance and are required to be recorded at fair value. The fair value of these derivatives is recorded on the consolidated balance sheets in other assets and other liabilities. The change in fair value of these instruments is recorded within mortgage banking revenue in the consolidated statements of income. For the three months ended September 30, 2025 and 2024, mortgage loans held for sale interest rate lock commitments and mortgage loan forward sales commitment losses totaled $1.7 million and $11 thousand, respectively. For the nine months ended September 30, 2025, and 2024, mortgage loans held for sale interest rate lock commitments and mortgage loan forward sales commitment gains totaled $1.0 million and $1.6 million, respectively.

The Company has an economic hedge in place on its MSR and uses various instruments (including but not limited to Treasury options, SOFR and TBA futures and forwards) to mitigate the IRR associated with the MSR. These hedging instruments are reported at fair value, with adjustments included as part of mortgage banking revenue in the consolidated statements of income. For the three months ended September 30, 2025 and 2024, the market value adjustment on MSR hedge totaled net gains of $0.2 million and $5.0 million, respectively. For the nine months ended September 30, 2025 and 2024, the market value adjustment on MSR hedge totaled net gains of $4.6 million and net losses of $1.7 million, respectively. See Note 8 for additional information.

The Company enters into certain foreign currency exchange contracts on behalf of its clients to facilitate their risk management strategies, while at the same time entering into offsetting foreign currency exchange contracts with another counterparty in order to minimize the Company’s foreign currency exchange risk. The contracts are short term in nature, and any gain or loss incurred at settlement is recorded as other noninterest income. The fair value of these contracts is reported in other assets and other liabilities. Foreign exchange contract net gains totaled $1.1 million for the three months ended September 30, 2025 and 2024, respectively, and net gains totaled $3.4 million and $2.9 million for the nine months ended September 30, 2025 and 2024, respectively.

NOTE 16. COMMITMENTS AND CONTINGENT LIABILITIES

Mortgage Loans Serviced for Others

The Company services mortgage loans for other financial institutions that are not included as assets in the Company’s accompanying consolidated financial statements. Included in the $8.3 billion and $8.0 billion of mortgage loans serviced for investors at September 30, 2025 and December 31, 2024, respectively, was $0.5 million and $0.6 million, respectively, of primary recourse servicing pursuant to which the Company is responsible for any losses incurred in the event of nonperformance by the mortgagor. The Company's exposure to credit loss in the event of such nonperformance is the unpaid principal balance at the time of default. This exposure is limited by the underlying collateral, which consists of single family residences and either federal or private mortgage insurance.

Lending Commitments

The consolidated financial statements do not reflect various commitments and contingent liabilities which arise in the ordinary course of business in the banking industry and involve elements of credit risk, IRR, and liquidity risk. Such financial instruments are recorded when they are funded. At September 30, 2025 and December 31, 2024, these included $423.5 million and $448.9 million, respectively, in letters of credit and $9.2 billion and $8.6 billion, respectively, in unfunded extensions of credit such as interim mortgage financing, construction credit, credit card, and revolving line of credit arrangements.

Commitments to extend credit and letters of credit include some exposure to credit loss in the event of nonperformance of the customer. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. In addition, the Company has entered into certain contingent commitments to grant loans. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. The credit policies and procedures for such commitments are the same as those used for lending activities. Because these instruments have fixed maturity dates and because a number expire without being drawn upon, they generally do not present any significant liquidity risk. The Company did not realize significant credit losses from these commitments and arrangements during the three and nine months ended September 30, 2025 and 2024.

Other Commitments

The Company makes investments in limited partnerships, including certain affordable housing partnerships for which it receives tax credits. At September 30, 2025 and December 31, 2024, unfunded capital commitments totaled $322.4 million and $277.4 million, respectively. See Note 17 for more information.

Litigation

The nature of the Company’s business ordinarily results in certain types of claims, litigation, investigations, and other legal or administrative cases and proceedings. Although the Company and its subsidiaries have policies and procedures to minimize legal noncompliance and the impact of claims and other proceedings, and endeavored to procure reasonable insurance coverage, litigation and regulatory actions remain an ongoing risk.

The Company and its subsidiaries engage in lines of business that are heavily regulated and involve a large volume of actual or potential financial transactions with customers or applicants, and the Company is a public company with a large number of shareholders. From time to time, applicants, borrowers, customers, shareholders, former employees, service providers, and other third parties have brought actions against the Company or its subsidiaries, in certain cases claiming substantial damages. Financial services companies are subject to risks arising from changing regulatory frameworks or expectations, regulatory investigations, class action litigation, and, from time to time, the Company and its subsidiaries have such actions brought against them. The Company and its subsidiaries are also subject to enforcement actions by federal or state regulators, including the Federal Reserve, the CFPB, the DOJ, state attorneys general, and the MDBCF, which may be adversely impacted by ongoing litigation in which the Company is involved. Additionally, the Company is, and management expects it to be, engaged in a number of foreclosure proceedings and other collection actions as part of its lending and leasing collections activities, which, from time to time, have resulted in counterclaims against the Company and its subsidiaries. Various legal proceedings have and may arise in the future out of claims against entities to which the Company is a successor as a result of business combinations.

When and as the Company determines it has meritorious defenses to the claims asserted, it vigorously defends against such claims. The Company will consider settlement of claims when, in management’s judgment and in consultation with counsel, it is in the best interests of the Company to do so.

The Company cannot predict with certainty the cost of defense, the cost of prosecution, or the ultimate outcome of litigation or other proceedings filed by or against it, its subsidiaries and its directors, management or employees, including remedies or damage awards. On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with outstanding legal proceedings as well as certain threatened claims (which are not considered incidental to the ordinary conduct of the Company’s business) utilizing the latest and most reliable information available. For matters where a loss is not probable or the amount of the loss cannot be estimated, the Company will not make an accrual. For matters where it is probable the Company will incur a loss and the amount can be reasonably estimated, the Company will accrue for the loss. Once established, the accrual is adjusted periodically to reflect any relevant developments. The actual cost of any such matters, however, may turn out to be substantially higher than the amount accrued. Further, the Company’s insurance policies have deductibles and coverage limits, and such policies are unlikely to cover all costs and expenses related to the defense or prosecution of such legal proceedings or any losses arising therefrom.

Although the final outcome of any legal proceedings is inherently uncertain, based on the information available, advice of counsel and available insurance coverage, if applicable, management believes that the litigation-related liability of $0.3 million accrued at September 30, 2025 is adequate and that any incremental change in potential liability arising from the Company’s legal proceedings and threatened claims, including the matters described herein and those otherwise arising in the ordinary course of business, will not have a material adverse effect on the Company’s business or consolidated results of operations or financial condition. It is possible, however, that future developments could result in an unfavorable outcome for or resolution of any one or more of the legal proceedings in which the Company or its subsidiaries are defendants, which may be material to the Company’s business or consolidated results of operations or financial condition for a particular fiscal period or periods.

NOTE 17. VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS

Under ASC 810-10-65, a company is deemed to be the primary beneficiary and required to consolidate a VIE if it has a variable interest in the VIE that provides a controlling financial interest. The determination of whether a controlling financial interest exists is based on whether a single party has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. ASC 810-10-65 requires continual reconsideration of conclusions reached regarding which interest holder is a VIE’s primary beneficiary.

Certain NMTC meet the qualifications for consolidation under ASC 810. Consolidation is applicable to this type of investment structure when the entities owned by the tax credit investment fund, managing member, and limited partner of the sub-CDE are under common control, and the limited partner’s related party group has both the power and the obligation to absorb the significant benefits and losses of the sub-CDE. Based on this, the limited partner, which is the Company, is the primary beneficiary of the sub-CDE (VIE) and therefore subject to consolidation. NMTC investment structures which include a managing member not affiliated with the Company are not subject to consolidation.

At September 30, 2025 and December 31, 2024, the Company’s assets of the consolidated VIE that can be used only to settle obligations of the consolidated VIE totaled $4.4 million and $5.4 million, respectively.

The Company is invested in several tax credit projects solely as a limited partner. At September 30, 2025 and December 31, 2024, the Company’s maximum exposure to loss associated with these limited partnerships was limited to its investment. Most of the investments are in affordable housing projects. The partnerships have qualified to receive annual affordable housing federal tax credits that are recognized as a reduction of current tax expense. The Company accounts for these investments and the related tax credits using either the effective yield method or the proportional amortization method, depending upon the date of the investment. Under the effective yield method, the Company recognizes the tax credits as they are allocated and amortizes the initial costs of the investments to provide a constant effective yield over the period the tax credits are allocated. Under the proportional amortization method, the Company amortizes the cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense. The Company also has, to a lesser degree, investments in NMTC and historic tax credit projects. The Company has elected to account for the NMTC not subject to consolidation and HTC using the flowthrough method, which reduces federal income taxes in the year in which the credit arises. At September 30, 2025 and December 31, 2024, the Company recorded total tax credit investments in other assets on its consolidated balance sheets of $452.7 million and $387.3 million, respectively.

The Company adopted the provisions of ASU 2023-02 as of January 1, 2024 and determined each investments’ eligibility for proportional amortization. For certain NMTC and HTC investments that do not qualify for the proportional amortization method under ASU 2023-02, amortization related to these investments are recorded in other noninterest income in the Company’s consolidated statements of income. The Company recorded amortization of $0.3 million for both the three months ended September 30, 2025 and 2024, and recorded amortization of $1.0 million and $0.8 million for the nine months ended September 30, 2025 and 2024, respectively. The cash flow activity related to these investments are presented in the net income (loss) line in the operating activities section of the consolidated statements of cash flows.

For the investments that qualify for proportional amortization under ASU 2023-02, the Company recognized income tax credits and other income tax benefits for the three months ended September 30, 2025 of $13.7 million and $1.4 million, respectively. The total income tax benefits of $15.1 million are partially offset by $12.0 million of investment amortization recognized for the three months ended September 30, 2025, for a net income tax benefit of $3.1 million. For the three months ended September 30, 2024, the Company recognized income tax credits and other income tax benefits of $10.1 million and $1.2 million, respectively. The total income tax benefits of $11.3 million are partially offset by $8.9 million of investment amortization recognized for the three months ended September 30, 2024, for a net income tax benefit of $2.4 million.

For the investments that qualify for proportional amortization under ASU 2023-02, the Company recognized income tax credits and other income tax benefits for the nine months ended September 30, 2025 of $36.9 million and $4.2 million, respectively. The total income tax benefits of $41.1 million are partially offset by $32.6 million of investment amortization recognized for the nine months ended September 30, 2025, for a net income tax benefit of $8.5 million. For the nine months ended September 30, 2024, the Company recognized income tax credits and other income tax benefits of $29.7 million and $3.6 million, respectively. The total income tax benefits of $33.3 million are partially offset by $26.5 million of investment amortization recognized for the nine months ended September 30, 2024, for a net income tax benefit of $6.8 million.

The cash flows related to the total income tax benefits are presented in the consolidated statements of cash flows. The net income tax benefit of $8.5 million for the nine months ended September 30, 2025 was included in the net income (loss) line within operating activities. Investment amortization of $32.6 million for the nine months ended September 30, 2025, was included in the depreciation and amortization line item, which was an adjustment to reconcile net income (loss) to cash provided by (used for) operating activities. The income tax credits and other income tax benefits of $41.1 million for the nine months ended September 30, 2025 was included in the net change to other assets or liabilities line item, which was also an adjustment to reconcile net income (loss) to cash provided by (used for) operating activities.

Additionally, the Company has investments in other certain limited partnerships accounted for under the fair value practical expedient of NAV totaling $158.1 million and $118.7 million at September 30, 2025 and December 31, 2024, respectively. Related to assets recorded at fair value through net income, the Company recognized net gains of $3.2 million and $3.6 million for the three months ended September 30, 2025 and 2024, respectively. The Company recognized net gains of $7.7 million and $9.6 million for the nine months ended September 30, 2025 and 2024 respectively. These investments are made primarily through various SBIC funds as a strategy to provide expansion and growth opportunities to small businesses and community development funds to help serve the credit needs of the low- and moderate-income and underserved communities within our footprint. Of the total fair value of these limited partnerships, $21.0 million and $15.8 million are related to real-estate funds at September 30, 2025 and December 31, 2024, respectively. The remaining $137.1 million and $102.9 million are related to SBIC funds that concentrate in a variety of industries at September 30, 2025 and December 31, 2024, respectively. At September 30, 2025, unfunded commitments related to these investments were $10.3 million and $134.5 million related to the real-estate funds and other SBIC funds, respectively. SBIC funds are generally structured to operate for approximately 10 years. During the life of each SBIC fund, partners can request to withdraw from the fund, and subsequently receive the balance of their investment as the underlying assets are liquidated over the remaining life of the fund. As of September 30, 2025, the Company identified approximately $39.7 million of funds in which it plans to sell all of its position, or a portion thereof, at the carrying value of the investment and, therefore, does not anticipate recognizing a gain or loss on the sale. The Company intends to complete the sale by December 31, 2025.

For other limited partnerships without readily determinable fair values that do not qualify for the practical expedient, Cadence elected the measurement alternative to account for these investments at their cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These investments totaled $2.9 million and $2.6 million at September 30, 2025 and December 31, 2024, respectively. Other limited partnerships accounted for under the equity method totaled $8.7 million at both September 30, 2025 and December 31, 2024.

A summary of the Company’s investments in limited partnerships is presented as of the following periods:

(In thousands)	September 30, 2025		December 31, 2024
Tax credit investments (amortized cost)	$	452,673	$	387,339
Limited partnerships accounted for under the fair value practical expedient of NAV		158,092		118,710
Limited partnerships without readily determinable fair values that do not qualify for the practical expedient of NAV accounted for under the cost method		2,913		2,586
Limited partnerships required to be accounted for under the equity method		8,729		8,664
Total investments in limited partnerships	$	622,407	$	517,299

For equity investments carried at cost using the measurement alternative, during the three months ended September 30, 2025, there was a write-down for impairment of $2 thousand. During the nine months ended and as of September 30, 2025, the write-downs for impairment totaled $50 thousand. During the three months ended September 30, 2024, there were no downward or upward adjustments to these investments for impairments or price changes from observable transactions. During the nine months ended September 30, 2024, there was one write-down for impairment of $83 thousand. The carrying amount of these equity investments in limited partnerships measured under this measurement alternative for the specified periods are as follows:

	Nine Months Ended September 30,
(In thousands)	2025			2024
Carrying value at the beginning of the period	$	2,586		$	2,417
Impairments		(50	)		(83	)
Reclassifications		165			264
Distributions		(492	)		(521	)
Contributions		704			770
Carrying value at the end of the period	$	2,913		$	2,847

NOTE 18. SUBSEQUENT EVENTS

On October 26, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Huntington Bancshares Incorporated, a Maryland corporation (“Huntington”), and The Huntington National Bank, a national bank and a wholly owned subsidiary of Huntington (“Huntington National Bank”), pursuant to which, upon the terms and subject to the conditions set forth therein, the Company will merge with and into Huntington National Bank, with Huntington National Bank continuing as the surviving bank. Under the terms of the Merger Agreement, Huntington will issue 2.475 shares of Huntington common stock for each outstanding share of Company common stock in a 100% stock transaction. Based on the closing price of Huntington's common stock of $16.07 and the Company’s common stock of $36.49, each as of October 24, 2025, the consideration implies $39.77 per Company common share and an aggregate transaction value of $7.4 billion. The transaction is expected to close in the first quarter of 2026, subject to regulatory and shareholder approvals and other customary closing conditions.

Form: 8-K

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