FCNCA 10-Q Quarterly Report Sept. 30, 2025

FIRST CITIZENS BANCSHARES INC /DE/

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fcnca-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________

FORM 10-Q

____________________________________________________


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
			For the quarterly period ended September 30, 2025
			or
☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 001-16715

First Citizens BancShares, Inc.

(Exact name of Registrant as specified in its charter)


Delaware			56-1528994
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

4300 Six Forks Road	Raleigh	North Carolina	27609
(Address of principal executive offices)			(Zip code)

		(919)	716-7000
(Registrant’s telephone number, including area code)

____________________________________________________


Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, Par Value $1	FCNCA	Nasdaq Global Select Market
Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.375% Non-Cumulative Perpetual Preferred Stock, Series A	FCNCP	Nasdaq Global Select Market
5.625% Non-Cumulative Perpetual Preferred Stock, Series C	FCNCO	Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
Class B Common Stock, Par Value $1

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and ‘emerging growth company’ in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Class A Common Stock— 11,430,367 shares

Class B Common Stock— 1,005,185 shares

(Number of shares outstanding, by class, as of November 3, 2025)


CONTENTS
		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	4
	Consolidated Balance Sheets (Unaudited)	4
	Consolidated Statements of Income (Unaudited)	5
	Consolidated Statements of Comprehensive Income (Unaudited)	6
	Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	7
	Consolidated Statements of Cash Flows (Unaudited)	9
	Notes to Unaudited Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	58
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	112
Item 4.	Controls and Procedures	112

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	113
Item 1A.	Risk Factors	113
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	114
Item 5.	Other Information	114
Item 6.	Exhibits	115
Signatures		116

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

The following is a list of select abbreviations and acronyms used throughout this document. You may find it helpful to refer back to this table.


Acronym	Definition	Acronym	Definition
ALLL	Allowance for Loan and Lease Losses	MSRs	Mortgage Servicing Rights
AOCI	Accumulated Other Comprehensive Income	NCCOB	North Carolina Office of the Commissioner of Banks
ASC	Accounting Standards Codification	NDFI	Nondepository Financial Institution
ASU	Accounting Standards Update	NII	Net Interest Income
BHC	Bank Holding Company	NII Sensitivity	Net Interest Income Sensitivity
bp or bps	Basis point(s); 1 bp = 0.01%	NIM	Net Interest Margin
CRA	Community Reinvestment Act	NPR	Notice of Proposed Rulemaking
CRE	Commercial Real Estate	OBBBA	One Big Beautiful Bill Act
DPA	Deferred Purchase Agreement	OREO	Other Real Estate Owned
DTAs	Deferred Tax Assets	PAA	Purchase Accounting Accretion or Amortization
ETR	Effective Income Tax Rate	PAM	Proportional Amortization Method
EVE Sensitivity	Economic Value of Equity Sensitivity	PCA	Prompt Corrective Action
FCB	First-Citizens Bank & Trust Company	PCD	Purchased Credit Deteriorated
FDIC	Federal Deposit Insurance Corporation	PD	Probability of Obligor Default
Federal Reserve	Board of Governors of the Federal Reserve System	PPNR	Pre-provision net revenue
FHLB	Federal Home Loan Bank	ROU	Right of Use
FOMC	Federal Open Market Committee	RWA	Risk-weighted assets
FRB	Federal Reserve Bank	SBA	Small Business Administration
GAAP	United States Generally Accepted Accounting Principles	SOFR	Secured Overnight Financing Rate
HPI	Home Price Index	SRP	Share Repurchase Program
HQLS	High-Quality Liquid Securities	SVB	Silicon Valley Bank
ISDA	International Swaps and Derivatives Association	SVBB	Silicon Valley Bridge Bank, N.A.
LGD	Loss Given Default	TMT	Technology Media and Telecommunications
LOCOM	Lower of Cost or Fair Value	UPB	Unpaid Principal Balance
MD&A	Management’s Discussion and Analysis	VIE	Variable Interest Entities

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

First Citizens BancShares, Inc. and Subsidiaries

Consolidated Balance Sheets (Unaudited)


dollars in millions, except share data	September 30, 2025		December 31, 2024
Assets
Cash and due from banks	$	874	$	814
Interest-earning deposits at banks	24,798		21,364
Securities purchased under agreements to resell	83		158
Investment in marketable equity securities (cost of $ 78 at September 30, 2025 and $ 79 at December 31, 2024)	110		101
Investment securities available for sale (cost of $ 35,187 at September 30, 2025 and $ 34,512 at December 31, 2024)	34,963		33,750
Investment securities held to maturity (fair value of $ 8,838 at September 30, 2025 and $ 8,702 at December 31, 2024)	10,051		10,239
Assets held for sale	112		85
Loans and leases	144,758		140,221
Allowance for loan and lease losses	( 1,652 )		( 1,676 )
Loans and leases, net of allowance for loan and lease losses	143,106		138,545
Operating lease equipment, net	9,446		9,323
Premises and equipment, net	2,283		2,006
Goodwill	346		346
Other intangible assets, net	208		249
Other assets	7,108		6,740
Total assets	$	233,488	$	223,720
Liabilities
Deposits:
Noninterest-bearing	$	42,752	$	38,633
Interest-bearing	120,438		116,596
Total deposits	163,190		155,229
Credit balances of factoring clients	1,326		1,016
Borrowings:



Short-term borrowings	423		367




Long-term borrowings	38,252		36,684
Total borrowings	38,675		37,051
Other liabilities	8,311		8,196
Total liabilities	211,502		201,492
Stockholders’ equity
Preferred stock - $ 0.01 par value ( 20,000,000 shares authorized at September 30, 2025 and December 31, 2024)	881		881
Common stock:
Class A - $ 1 par value ( 32,000,000 shares authorized at September 30, 2025 and December 31, 2024; 11,613,444 and 12,712,436 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)	12		13
Class B - $ 1 par value ( 2,000,000 shares authorized and 1,005,185 shares issued and outstanding at September 30, 2025 and December 31, 2024)	1		1
Additional paid in capital	270		2,417
Retained earnings	20,866		19,361
Accumulated other comprehensive loss	( 44 )		( 445 )
Total stockholders’ equity	21,986		22,228
Total liabilities and stockholders’ equity	$	233,488	$	223,720

See accompanying Notes to the Unaudited Consolidated Financial Statements.

First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Income (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
dollars in millions, except share and per share data	2025		2024		2025		2024
Interest income
Interest and fees on loans	$	2,300	$	2,430	$	6,806	$	7,206
Interest on investment securities	433		358		1,266		970
Interest on deposits at banks	265		350		766		1,176
Total interest income	2,998		3,138		8,838		9,352
Interest expense
Deposits	911		1,004		2,698		2,907
Borrowings	353		338		1,048		1,011
Total interest expense	1,264		1,342		3,746		3,918
Net interest income	1,734		1,796		5,092		5,434
Provision for credit losses	191		117		460		276
Net interest income after provision for credit losses	1,543		1,679		4,632		5,158
Noninterest income
Rental income on operating lease equipment	273		262		815		776
Lending-related fees	67		67		202		189
Deposit fees and service charges	61		57		178		172
Client investment fees	58		55		163		159
Wealth management services	57		54		168		157
International fees	34		29		99		86
Factoring commissions	18		19		53		55
Cardholder services, net	39		42		121		122
Merchant services, net	12		12		39		36
Insurance commissions	13		14		41		42
Realized gain on sale of investment securities, net	—		4		—		4
Fair value adjustment on marketable equity securities, net	13		9		10		3
Gain on sale of leasing equipment, net	3		5		16		19

Loss on extinguishment of debt	—		—		—		( 2 )
Other noninterest income	51		21		107		98
Total noninterest income	699		650		2,012		1,916
Noninterest expense
Depreciation on operating lease equipment	98		99		296		293
Maintenance and other operating lease expenses	67		59		180		164
Personnel cost	817		788		2,445		2,277
Net occupancy expense	58		62		177		182
Equipment expense	137		128		404		368
Professional fees	26		42		81		91
Third-party processing fees	67		55		193		173
FDIC insurance expense	38		31		114		105
Marketing expense	33		20		97		52
Acquisition-related expenses	28		46		108		148
Intangible asset amortization	13		15		41		47
Other noninterest expense	109		111		348		318
Total noninterest expense	1,491		1,456		4,484		4,218
Income before income taxes	751		873		2,160		2,856
Income tax expense	183		234		534		779
Net income	$	568	$	639	$	1,626	$	2,077
Preferred stock dividends	14		15		43		46
Net income available to common stockholders	$	554	$	624	$	1,583	$	2,031
Earnings per common share
Basic	$	43.08	$	43.42	$	119.70	$	140.27
Diluted	$	43.08	$	43.42	$	119.70	$	140.26
Weighted average common shares outstanding
Basic	12,849,339		14,375,974		13,217,940		14,480,874
Diluted	12,849,339		14,375,974		13,217,940		14,481,919

See accompanying Notes to the Unaudited Consolidated Financial Statements.

First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
dollars in millions	2025		2024		2025		2024
Net income	$	568	$	639	$	1,626	$	2,077
Other comprehensive income, net of tax
Net unrealized gain on securities available for sale	72		438		400		325
Net change in unrealized loss on securities available for sale transferred to securities held to maturity	—		1		—		1
Net change in defined benefit pension items	( 1 )		—		( 4 )		( 8 )

Net unrealized (loss) gain on cash flow hedge derivatives	( 1 )		12		5		14
Other comprehensive income, net of tax	$	70	$	451	$	401	$	332
Total comprehensive income	$	638	$	1,090	$	2,027	$	2,409

See accompanying Notes to the Unaudited Consolidated Financial Statements.

First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)


	Three Months Ended
dollars in millions, except per share data	Preferred Stock		Class A Common Stock		Class B Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total Stockholders' Equity
Balance at June 30, 2025	$	881	$	12	$	1	$	1,179	$	20,337	$	( 114 )	$	22,296
Net income	—		—		—		—		568		—		568
Other comprehensive income, net of tax	—		—		—		—		—		70		70







Repurchased 457,350 shares of Class A common stock	—		—		—		( 909 )		—		—		( 909 )
Cash dividends declared ($ 1.95 per common share):
Class A common stock	—		—		—		—		( 23 )		—		( 23 )
Class B common stock	—		—		—		—		( 2 )		—		( 2 )
Preferred stock dividends declared:
Series A	—		—		—		—		( 5 )		—		( 5 )
Series B	—		—		—		—		( 7 )		—		( 7 )
Series C	—		—		—		—		( 2 )		—		( 2 )
Balance at September 30, 2025	$	881	$	12	$	1	$	270	$	20,866	$	( 44 )	$	21,986

Balance at June 30, 2024	$	881	$	14	$	1	$	4,099	$	18,102	$	( 610 )	$	22,487
Net income	—		—		—		—		639		—		639
Other comprehensive income, net of tax	—		—		—		—		—		451		451






Stock based compensation	—		—		—		( 4 )		—		—		( 4 )
Repurchased 353,058 shares of Class A common stock	—		( 1 )		—		( 706 )		—		—		( 707 )
Cash dividends declared ($ 1.64 per common share):
Class A common stock	—		—		—		—		( 21 )		—		( 21 )
Class B common stock	—		—		—		—		( 2 )		—		( 2 )
Preferred stock dividends declared:
Series A	—		—		—		—		( 5 )		—		( 5 )
Series B	—		—		—		—		( 8 )		—		( 8 )
Series C	—		—		—		—		( 2 )		—		( 2 )
Balance at September 30, 2024	$	881	$	13	$	1	$	3,389	$	18,703	$	( 159 )	$	22,828


	Nine Months Ended
dollars in millions, except share data	Preferred Stock		Class A Common Stock		Class B Common Stock		Additional Paid in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total Stockholders' Equity
Balance at December 31, 2024	$	881	$	13	$	1	$	2,417	$	19,361	$	( 445 )	$	22,228
Net income	—		—		—		—		1,626		—		1,626
Other comprehensive income, net of tax	—		—		—		—		—		401		401


Repurchased 1,098,992 shares of Class A common stock	—		( 1 )		—		( 2,147 )		—		—		( 2,148 )
Cash dividends declared ($ 5.85 per common share):
Class A common stock	—		—		—		—		( 72 )		—		( 72 )
Class B common stock	—		—		—		—		( 6 )		—		( 6 )
Preferred stock dividends declared:
Series A	—		—		—		—		( 14 )		—		( 14 )
Series B	—		—		—		—		( 21 )		—		( 21 )
Series C	—		—		—		—		( 8 )		—		( 8 )
Balance at September 30, 2025	$	881	$	12	$	1	$	270	$	20,866	$	( 44 )	$	21,986

Balance at December 31, 2023	$	881	$	14	$	1	$	4,108	$	16,742	$	( 491 )	$	21,255
Net income	—		—		—		—		2,077		—		2,077
Other comprehensive income, net of tax	—		—		—		—		—		332		332

Stock based compensation	—		—		—		( 13 )		—		—		( 13 )
Repurchased 353,058 shares of Class A common stock	—		( 1 )		—		( 706 )		—		—		( 707 )
Cash dividends declared ($ 4.92 per common share):
Class A common stock	—		—		—		—		( 65 )		—		( 65 )
Class B common stock	—		—		—		—		( 5 )		—		( 5 )
Preferred stock dividends declared:
Series A	—		—		—		—		( 14 )		—		( 14 )
Series B	—		—		—		—		( 24 )		—		( 24 )
Series C	—		—		—		—		( 8 )		—		( 8 )
Balance at September 30, 2024	$	881	$	13	$	1	$	3,389	$	18,703	$	( 159 )	$	22,828

See accompanying Notes to the Unaudited Consolidated Financial Statements.

First Citizens BancShares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)


	Nine Months Ended September 30,
dollars in millions	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,626	$	2,077
Adjustments to reconcile net income to cash provided by operating activities:
Provision for credit losses	460		276
Deferred tax benefit	( 104 )		( 127 )
Depreciation, amortization, and accretion, net	284		36

Realized gain on sale of investment securities, net	—		( 4 )
Fair value adjustment on marketable equity securities, net	( 10 )		( 3 )
Gain on sale of loans, net	( 12 )		( 7 )
Gain on sale of operating lease equipment, net	( 16 )		( 19 )
Loss on sale of premises and equipment, net	—		1
Gain on other real estate owned, net	( 1 )		( 6 )


Loss on extinguishment of debt	—		2
Origination of loans held for sale	( 1,011 )		( 799 )
Proceeds from sale of loans held for sale	1,137		867
Impairment of premises and equipment	5		—
Net change in other assets	( 86 )		( 169 )
Net change in other liabilities	( 345 )		( 245 )
Other operating activities	( 54 )		( 11 )
Net cash provided by operating activities	1,873		1,869
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-earning deposits at banks	( 3,434 )		7,969
Purchases of marketable equity securities	—		( 6 )
Proceeds from sales of investments in marketable equity securities	—		15
Purchases of investment securities available for sale	( 7,476 )		( 13,339 )
Proceeds from maturities of investment securities available for sale	5,802		5,036
Proceeds from sales of investment securities available for sale	1,196		695
Purchases of investment securities held to maturity	( 389 )		( 791 )
Proceeds from maturities of investment securities held to maturity	598		401
Net decrease in securities purchased under agreements to resell	75		18
Net increase in loans	( 4,987 )		( 5,606 )
Proceeds from sales of loans	220		244
Net increase in credit balances of factoring clients	392		161
Purchases of operating lease equipment	( 522 )		( 793 )
Proceeds from sales of operating lease equipment	195		149
Purchases of premises and equipment	( 467 )		( 301 )


Proceeds from sales of other real estate owned	20		16


Other investing activities	( 463 )		( 279 )
Net cash used in investing activities	( 9,240 )		( 6,411 )
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in time deposits	( 2,178 )		( 2,295 )
Net increase in demand and other interest-bearing deposits	10,312		8,063
Net increase (decrease) in securities sold under agreements to repurchase	56		( 94 )


Repayment of long-term borrowings	( 355 )		( 348 )
Proceeds from issuance of long-term borrowings	1,839		—

Repurchase of Class A common stock	( 2,127 )		( 700 )
Cash dividends paid	( 121 )		( 116 )
Other financing activities	1		( 14 )
Net cash provided by financing activities	7,427		4,496

Change in cash and due from banks	60		( 46 )
Cash and due from banks at beginning of period	814		908
Cash and due from banks at end of period	$	874	$	862


	Nine Months Ended September 30,
dollars in millions	2025		2024
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	3,663	$	4,005
Income taxes	289		754
Significant non-cash investing and financing activities:
Transfers of loans to other real estate	55		1



Net settlement with FDIC for Purchase Money Note	—		80

Transfer of assets from held for investment to held for sale	401		329
Transfer of assets from held for sale to held for investment	28		25

Commitments extended during the period on affordable housing investment credits	454		360

See accompanying Notes to the Unaudited Consolidated Financial Statements.

First Citizens BancShares, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Nature of Operations

First Citizens BancShares, Inc. (the “Parent Company” and, when including all of its subsidiaries on a consolidated basis, “we,” “us,” “our,” “BancShares”) is a financial holding company organized under the laws of Delaware that conducts operations through its banking subsidiary, First-Citizens Bank & Trust Company (“FCB”), which is headquartered in Raleigh, North Carolina. BancShares operates a network of branches and offices, predominantly located in the Southeast, Mid-Atlantic, Midwest and Western United States. BancShares provides various types of commercial and consumer banking services, including lending, leasing, and wealth management services. Deposit services include checking, savings, money market, and time deposit accounts.

BASIS OF PRESENTATION

Principles of Consolidation and Basis of Presentation

These consolidated financial statements and notes thereto are presented in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, do not include all information and notes necessary for a complete presentation of financial position, results of operations and cash flow activity required in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, all normal recurring adjustments necessary for a fair presentation of the consolidated financial position and consolidated results of operations have been made. The unaudited interim consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) should be read in conjunction with the Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Interim results are not necessarily indicative of results for a full year.

The consolidated financial statements of BancShares include the accounts of BancShares and its subsidiaries, certain partnership interests and variable interest entities (“VIEs”) where BancShares is the primary beneficiary, if applicable. All significant intercompany accounts and transactions are eliminated upon consolidation. Assets held in agency or fiduciary capacity are not included in the consolidated financial statements. Refer to Note 8—Variable Interest Entities for additional information regarding VIEs.

Reclassifications

Financial Statements

In certain instances, amounts reported in the 2024 consolidated financial statements have been reclassified to conform to the current financial statement presentation. Such reclassifications had no effect on previously reported stockholders’ equity or net income.

Changes to the Composition of Reportable Segments

We updated our segment reporting during the first quarter of 2025 (the “Segment Reporting Updates”) as we transferred certain components from the Silicon Valley Bank (“SVB”) Commercial and General Bank segments to the Commercial Bank segment and modified our segment expense allocation methodology. The Segment Reporting Updates did not result in the addition or removal of any of our existing segments at December 31, 2024, and the global fund banking and investor dependent loan portfolios, as well as a substantial portion of the cash flow dependent and innovation commercial and industrial (“innovation C&I”) loans, remain in the SVB Commercial segment. Segment disclosures for 2024 periods included in this Form 10-Q were recast to conform with the Segment Reporting Updates summarized above. Refer to Note 17—Segment Information for additional information.

2025 Loan Class Changes

At December 31, 2024, our disclosures for loans and leases and the allowance for loan and lease losses (“ALLL”) were aggregated into Commercial, Consumer, and SVB portfolios, each of which consisted of several loan classes as summarized below:

• The Commercial portfolio consisted of the following loan classes: commercial construction, owner occupied commercial mortgage, non-owner occupied commercial mortgage, commercial and industrial, and leases.

• The Consumer portfolio consisted of the following loan classes: residential mortgage, revolving mortgage, consumer auto, and consumer other.

• The SVB portfolio consisted of the following loan classes: global fund banking, investor dependent - early stage, investor dependent - growth stage, and cash flow dependent and innovation C&I.

For further descriptions of these loan classes, refer to Note 1—Significant Accounting Policies and Basis of Presentation in the Notes to the Consolidated Financial Statements included in our 2024 Form 10-K.

During the second quarter of 2025, the loan classes which were reported in the SVB portfolio in the 2024 Form 10-K were recast to the Commercial portfolio (the “2025 Loan Class Changes”) as summarized below:

• Global fund banking remained a separate loan class, but is reported under the Commercial portfolio.

• Investor dependent–early stage and investor dependent–growth stage were combined into a single investor dependent loan class, which is reported under the Commercial portfolio.

• Cash flow dependent and innovation C&I was combined with the commercial and industrial loan class, which is reported under the Commercial portfolio.

Loan and lease and ALLL disclosures for all periods presented in this Form 10-Q were recast to reflect the 2025 Loan Class Changes. Refer to Note 4—Loans and Leases and Note 5—Allowance for Loan and Lease Losses.

The disclosures in Note 17—Segment Information were not recast as a result of the 2025 Loan Class Changes because the composition of reportable segments is separate and distinct from the identification of loan classes.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions based on available information. These estimates and assumptions impact the amounts reported in the consolidated financial statements and accompanying notes and the disclosures provided, and actual results could differ from those estimates. The significant estimate related to the determination of the ALLL is considered a critical accounting estimate.

SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies are described in the 2024 Form 10-K. There were no material changes to these policies during the nine months ended September 30, 2025.

NOTE 2 — BUSINESS COMBINATIONS

Pending Branch Acquisition

On October 16, 2025, FCB announced that it had entered into an agreement to consummate the acquisition of 138 branches from BMO Bank N.A. (“BMO Bank”) located throughout the Midwest, Great Plains and West regions of the U.S. (the “BMO Branch Acquisition”). In connection with the BMO Branch Acquisition, FCB expects to assume approximately $ 5.7 billion in deposit liabilities and acquire approximately $ 1.1 billion in loans. We expect the transaction to close in mid-2026, subject to customary closing terms and conditions and regulatory approvals.

Completed Acquisition

On March 27, 2023 (the “SVBB Acquisition Date”), FCB acquired substantially all loans and certain other assets and assumed all customer deposits and certain other liabilities of Silicon Valley Bridge Bank, N.A. (“SVBB”) from the Federal Deposit Insurance Corporation (the “FDIC”) pursuant to the terms of a purchase and assumption agreement (the “SVBB Purchase Agreement”) by and among FCB, the FDIC, and the FDIC, as receiver of SVBB (the “SVBB Acquisition”).

In connection with the SVBB Purchase Agreement, FCB entered into a commercial shared loss agreement with the FDIC (the “Shared-Loss Agreement”). On April 7, 2025, FCB and the FDIC entered into an agreement (the “Shared-Loss Termination Agreement”) to terminate the Shared-Loss Agreement. As a result of entering into the Shared-Loss Termination Agreement, all rights and obligations of the parties under the Shared-Loss Agreement terminated as of the date of the Shared-Loss Termination Agreement, including FCB’s reporting covenants and obligations related to FDIC Loss Sharing and FCB reimbursement (each as defined in Note 2—Business Combinations in our 2024 Form 10-K). There was no impact to our consolidated balance sheets or statements of income resulting from the Shared-Loss Termination Agreement because there was no loss indemnification asset or true-up liability associated with the Shared-Loss Agreement, primarily based on evaluation of historical loss experience and the credit quality of the Covered Assets (as defined in Note 2—Business Combinations in our 2024 Form 10-K).

In connection with the SVBB Acquisition, FCB issued a five-year $ 36.07 billion note payable to the FDIC, maturing March 27, 2028, which was amended and restated on November 20, 2023 (the “Purchase Money Note”). FCB and the FDIC, as lender and as collateral agent, also entered into an Advance Facility Agreement, dated as of the SVBB Acquisition Date, and effective as of November 20, 2023 (the “Advance Facility Agreement”), which provided total advances available through March 27, 2025 of up to $ 70 billion solely to provide liquidity to offset deposit withdrawal or runoff of former SVBB deposit accounts and to fund the unfunded commercial lending commitments acquired in the SVBB Acquisition. There were no amounts outstanding on the facility at the end of the draw period on March 27, 2025.

Refer to Note 2—Business Combinations in our 2024 Form 10-K for further discussion of the SVBB Acquisition, Purchase Money Note, and the Advance Facility Agreement.

NOTE 3 — INVESTMENT SECURITIES

The following tables include the amortized cost and fair value of investment securities:

Amortized Cost and Fair Value - Investment Securities


dollars in millions	September 30, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Investment securities available for sale
U.S. Treasury	$	13,729	$	54	$	( 2 )	$	13,781
Government agency	53		—		( 1 )		52
Residential mortgage-backed securities	17,550		236		( 351 )		17,435
Commercial mortgage-backed securities	3,582		27		( 181 )		3,428
Corporate bonds	256		—		( 6 )		250
Municipal bonds	17		—		—		17

Total investment securities available for sale	$	35,187	$	317	$	( 541 )	$	34,963
Investment in marketable equity securities	$	78	$	33	$	( 1 )	$	110
Investment securities held to maturity
U.S. Treasury	$	387	$	—	$	( 18 )	$	369
Government agency	1,459		—		( 64 )		1,395
Residential mortgage-backed securities	4,568		28		( 513 )		4,083
Commercial mortgage-backed securities	3,358		—		( 625 )		2,733

Supranational securities	277		—		( 21 )		256
Other	2		—		—		2
Total investment securities held to maturity	$	10,051	$	28	$	( 1,241 )	$	8,838
Total investment securities	$	45,316	$	378	$	( 1,783 )	$	43,911

	December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Investment securities available for sale
U.S. Treasury	$	13,897	$	33	$	( 27 )	$	13,903
Government agency	79		—		( 2 )		77
Residential mortgage-backed securities	16,161		41		( 582 )		15,620
Commercial mortgage-backed securities	3,869		7		( 210 )		3,666
Corporate bonds	489		—		( 22 )		467
Municipal bonds	17		—		—		17
Total investment securities available for sale	$	34,512	$	81	$	( 843 )	$	33,750
Investment in marketable equity securities	$	79	$	27	$	( 5 )	$	101
Investment securities held to maturity
U.S. Treasury	$	483	$	—	$	( 31 )	$	452
Government agency	1,489		—		( 115 )		1,374
Residential mortgage-backed securities	4,558		2		( 682 )		3,878
Commercial mortgage-backed securities	3,407		—		( 678 )		2,729

Supranational securities	300		—		( 33 )		267
Other	2		—		—		2
Total investment securities held to maturity	$	10,239	$	2	$	( 1,539 )	$	8,702
Total investment securities	$	44,830	$	110	$	( 2,387 )	$	42,553

U.S. Treasury investments include Treasury bills and Notes issued by the U.S. Treasury. Investments in government agency securities represent securities issued by the Small Business Administration (“SBA”), Federal Home Loan Bank (“FHLB”) and other U.S. agencies. Investments in residential and commercial mortgage-backed securities represent securities issued by the Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corporation. Investments in corporate bonds represent positions in debt securities of other financial institutions. Municipal bonds are revenue bonds. Investments in marketable equity securities represent positions in common stock of publicly traded financial institutions. Investments in supranational securities represent securities issued by the Supranational Entities & Multilateral Development Banks. Other held to maturity investments include certificates of deposit with other financial institutions.

BancShares initially held approximately 354,000 shares of Visa, Inc. (“Visa”) Class B common stock (“Visa Class B common stock”). Effective January 24, 2024, all outstanding shares of Visa Class B common stock were redenominated as Visa Class B-1 common stock (“Visa Class B-1 common stock”) pursuant to Visa’s eighth amended and restated certificate of incorporation. BancShares currently holds approximately 354,000 shares of Visa Class B-1 common stock. Until the resolution of certain litigation, at which time the Visa Class B-1 common stock will convert to publicly traded Visa Class A common stock, or the potential exchange of Visa Class B-1 common stock for other marketable classes of Visa common stock, these shares are only transferable to other stockholders of Visa Class B-1 common stock or certain new denominations of Visa’s former Class B common stock. As a result, there is limited transfer activity in private transactions between buyers and sellers. Given this limited trading activity and the continuing uncertainty regarding the likelihood, ultimate timing and eventual exchange of Visa Class B-1 common stock for shares of Visa Class A common stock or other marketable classes of Visa common stock, these shares are not considered to have a readily determinable fair value and have no carrying value. BancShares continues to monitor the trading activity in Visa Class B-1 common stock, the status of the resolution of certain litigation matters at Visa, and other potential exchange alternatives that would trigger the conversion of the Visa Class B-1 common stock into Visa Class A common stock or other marketable classes of Visa common stock.

Accrued interest receivable for available for sale and held to maturity debt securities was excluded from the estimate for credit losses. At September 30, 2025, accrued interest receivable for available for sale and held to maturity debt securities was $ 172 million and $ 19 million, respectively. At December 31, 2024, accrued interest receivable for available for sale and held to maturity debt securities was $ 177 million and $ 20 million, respectively. During the three and nine months ended September 30, 2025 and 2024, there was no accrued interest that was deemed uncollectible and written off against interest income.

A security is considered past due once it is 30 days contractually past due under the terms of the agreement. There were no securities past due as of September 30, 2025 or December 31, 2024.

The following table provides the amortized cost and fair value by contractual maturity. Expected maturities will differ from contractual maturities on certain securities because borrowers and issuers may have the right to call or prepay obligations with or without prepayment penalties. Residential and commercial mortgage-backed and government agency securities are stated separately as they are not due at a single maturity date.

Maturities - Debt Securities


dollars in millions	September 30, 2025				December 31, 2024
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Investment securities available for sale
Non-amortizing securities maturing in:
One year or less	$	9,276	$	9,295	$	5,090	$	5,086
After one through five years	4,631		4,662		8,945		8,949
After five through 10 years	78		74		346		330
After 10 years	17		17		22		22

Government agency	53		52		79		77
Residential mortgage-backed securities	17,550		17,435		16,161		15,620
Commercial mortgage-backed securities	3,582		3,428		3,869		3,666

Total investment securities available for sale	$	35,187	$	34,963	$	34,512	$	33,750
Investment securities held to maturity
Non-amortizing securities maturing in:
One year or less	$	505	$	500	$	429	$	419
After one through five years	1,492		1,406		1,299		1,208
After five through 10 years	128		116		546		468


Residential mortgage-backed securities	4,568		4,083		4,558		3,878
Commercial mortgage-backed securities	3,358		2,733		3,407		2,729



Total investment securities held to maturity	$	10,051	$	8,838	$	10,239	$	8,702

T he following table presents interest and dividend income on investment securities:

Interest and Dividends on Investment Securities


dollars in millions	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Interest income - taxable investment securities (1)	$	432	$	357	$	1,263	$	967
Interest income - nontaxable investment securities	1		—		1		1
Dividend income - marketable equity securities	—		1		2		2
Interest on investment securities	$	433	$	358	$	1,266	$	970

(1) Amount includes interest income on securities purchased under agreements to resell.

The following table presents the gross realized gain and loss on sales of investment securities available for sale, and the net realized gain on sale of marketable equity securities:

Realized Gain (Loss) on Sale of Investment Securities, Net


dollars in millions	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Gross realized gain on sale of investment securities available for sale	$	—	$	—	$	1	$	—
Gross realized loss on sale of investment securities available for sale	—		—		( 2 )		—
Net realized loss on sale of investment securities available for sale	—		—		( 1 )		—
Net realized gain on sale of marketable equity securities	—		4		1		4
Realized gain on sale of investment securities, net	$	—	$	4	$	—	$	4

The following table provides information regarding investment securities available for sale with unrealized losses:

Gross Unrealized Losses on Debt Securities Available For Sale


dollars in millions	September 30, 2025
	Less than 12 months				12 months or more				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Investment securities available for sale
U.S. Treasury	$	501	$	( 1 )	$	400	$	( 1 )	$	901	$	( 2 )
Government agency	—		—		52		( 1 )		52		( 1 )
Residential mortgage-backed securities	403		( 1 )		3,381		( 350 )		3,784		( 351 )
Commercial mortgage-backed securities	96		—		1,175		( 181 )		1,271		( 181 )
Corporate bonds	1		—		212		( 6 )		213		( 6 )

Total	$	1,001	$	( 2 )	$	5,220	$	( 539 )	$	6,221	$	( 541 )

	December 31, 2024
	Less than 12 months				12 months or more				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Investment securities available for sale
U.S. Treasury	$	3,791	$	( 12 )	$	981	$	( 15 )	$	4,772	$	( 27 )
Government agency	—		—		77		( 2 )		77		( 2 )
Residential mortgage-backed securities	7,470		( 61 )		3,575		( 521 )		11,045		( 582 )
Commercial mortgage-backed securities	1,183		( 8 )		1,342		( 202 )		2,525		( 210 )
Corporate bonds	16		—		438		( 22 )		454		( 22 )

Total	$	12,460	$	( 81 )	$	6,413	$	( 762 )	$	18,873	$	( 843 )

As of September 30, 2025, there were 461 investment securities available for sale with continuous unrealized losses for more than 12 months, of which 427 were government sponsored enterprise-issued mortgage-backed securities, government agency securities, or U.S. Treasury securities and the remaining 34 were corporate bonds. BancShares has the ability and intent to retain these securities for a period of time sufficient to recover all unrealized losses. Given the consistently strong credit rating of the U.S. Treasury, and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, as of September 30, 2025, no allowance for credit loss was required. For corporate bonds, we analyzed the changes in interest rates relative to when the investment securities were purchased or acquired, and considered other factors including changes in credit ratings, delinquencies, and other macroeconomic factors. As a result of this analysis, we determined that no allowance for credit loss was required for investment securities available for sale as of September 30, 2025.

BancShares’ portfolio of held to maturity debt securities consists of mortgage-backed securities issued by government agencies and government sponsored entities, U.S. Treasury notes, unsecured bonds issued by government agencies and government sponsored entities, and securities issued by the Supranational Entities & Multilateral Development Banks. Given the consistently strong credit rating of the U.S. Treasury and the Supranational Entities & Multilateral Development Banks, and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, no allowance for credit loss was required for debt securities held to maturity as of September 30, 2025.

There were no debt securities on nonaccrual status as of September 30, 2025 or December 31, 2024.

Investment securities having an aggregate carrying value of $ 6.18 billion at September 30, 2025, and $ 3.94 billion at December 31, 2024, were pledged as collateral to secure public funds on deposit, the Purchase Money Note, certain short-term borrowings, and for other purposes as required by law.

Certain investments held by BancShares are reported in other assets, including FHLB stock and nonmarketable securities without readily determinable fair values that are recorded at cost, and investments in qualified affordable housing projects, all of which are accounted for under the proportional amortization method (the “PAM”).

NOTE 4 — LOANS AND LEASES

Unless otherwise noted, loans held for sale are not included in the following tables. Leases in the following tables include finance leases, but exclude operating lease equipment.

Loans by Class


dollars in millions	September 30, 2025		December 31, 2024
Commercial
Commercial construction	$	5,926	$	5,109
Owner occupied commercial mortgage	17,232		16,842
Non-owner occupied commercial mortgage	15,645		16,194
Commercial and industrial	41,172		40,737
Leases	2,066		2,014
Global fund banking	31,615		27,904
Investor dependent	2,772		3,193
Total commercial	116,428		111,993
Consumer
Residential mortgage	23,036		23,152
Revolving mortgage	2,794		2,567
Consumer auto	1,463		1,523
Consumer other	1,037		986
Total consumer	28,330		28,228
Total loans and leases	$	144,758	$	140,221

Refer to Note 1—Significant Accounting Policies and Basis of Presentation for discussion related to changes in loan classes.

At September 30, 2025 and December 31, 2024, accrued interest receivable on loans included in other assets was $ 637 million and $ 603 million, respectively, and was excluded from the estimate of credit losses.

The discount on acquired loans is accreted to interest income over the contractual life of the loan using the effective interest method. Discount accretion income was $ 71 million and $ 230 million for the three and nine months ended September 30, 2025, including $ 6 million and $ 17 million for unfunded commitments, respectively. Discount accretion income was $ 107 million and $ 415 million for the three and nine months ended September 30, 2024, including $ 16 million and $ 71 million for unfunded commitments, respectively.

The following table presents selected components of the amortized cost of loans, including the unamortized discount on acquired loans.

Components of Amortized Cost


dollars in millions	September 30, 2025		December 31, 2024
Deferred fees, including unamortized costs and unearned fees on non-PCD loans	$	( 89 )	$	( 91 )

Net unamortized discount on acquired loans
Non-PCD	$	1,339	$	1,504
PCD	44		94
Total net unamortized discount	$	1,383	$	1,598

The aging and nonaccrual status of the outstanding loans and leases by class at September 30, 2025 and December 31, 2024 are provided in the tables below. Loans and leases less than 30 days past due are considered current, as various grace periods allow borrowers to make payments within a stated period after the due date and remain in compliance with the respective agreement.

Loans and Leases - Delinquency and Nonaccrual Status (1) (2)


dollars in millions	September 30, 2025
	Accruing Loans
	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Accruing		Nonaccrual Loans		Total
Commercial
Commercial construction	$	8	$	20	$	19	$	47	$	5,870	$	5,917	$	9	$	5,926
Owner occupied commercial mortgage	31		21		—		52		17,022		17,074		158		17,232
Non-owner occupied commercial mortgage	36		36		142		214		15,066		15,280		365		15,645
Commercial and industrial	253		53		40		346		40,250		40,596		576		41,172
Leases	30		7		—		37		2,004		2,041		25		2,066
Global fund banking	—		—		—		—		31,615		31,615		—		31,615
Investor dependent	2		1		—		3		2,708		2,711		61		2,772
Total commercial	360		138		201		699		114,535		115,234		1,194		116,428
Consumer
Residential mortgage	116		36		6		158		22,708		22,866		170		23,036
Revolving mortgage	16		3		—		19		2,742		2,761		33		2,794
Consumer auto	10		2		—		12		1,443		1,455		8		1,463
Consumer other	4		3		2		9		1,027		1,036		1		1,037
Total consumer	146		44		8		198		27,920		28,118		212		28,330
Total loans and leases	$	506	$	182	$	209	$	897	$	142,455	$	143,352	$	1,406	$	144,758

	December 31, 2024
	Accruing Loans
	30-59 Days Past Due		60-89 Days Past Due		90 Days or Greater		Total Past Due		Current		Total Accruing		Nonaccrual Loans		Total
Commercial
Commercial construction	$	21	$	1	$	1	$	23	$	5,077	$	5,100	$	9	$	5,109
Owner occupied commercial mortgage	30		9		2		41		16,739		16,780		62		16,842
Non-owner occupied commercial mortgage	43		27		78		148		15,621		15,769		425		16,194
Commercial and industrial	170		40		16		226		40,122		40,348		389		40,737
Leases	33		11		2		46		1,937		1,983		31		2,014
Global fund banking	—		—		—		—		27,904		27,904		—		27,904
Investor dependent	10		1		—		11		3,095		3,106		87		3,193
Total commercial	307		89		99		495		110,495		110,990		1,003		111,993
Consumer
Residential mortgage	172		27		7		206		22,798		23,004		148		23,152
Revolving mortgage	20		4		—		24		2,519		2,543		24		2,567
Consumer auto	12		3		—		15		1,500		1,515		8		1,523
Consumer other	5		3		3		11		974		985		1		986
Total consumer	209		37		10		256		27,791		28,047		181		28,228
Total loans and leases	$	516	$	126	$	109	$	751	$	138,286	$	139,037	$	1,184	$	140,221

(1) Accrued interest that was reversed when the loan went to nonaccrual status was $ 14 million for the nine months ended September 30, 2025 and $ 14 million for the year ended December 31, 2024.

(2) Nonaccrual loans for which there was no related ALLL totaled $ 411 million at September 30, 2025 and $ 303 million at December 31, 2024.

Other real estate owned (“OREO”) and repossessed assets were $ 98 million as of September 30, 2025 and $ 64 million as of December 31, 2024.

Credit Quality Indicators

Loans and leases are monitored for credit quality on a recurring basis. Commercial loans and leases and consumer loans have different credit quality indicators as a result of the unique characteristics of the loan classes being evaluated. The credit quality indicators for commercial loans and leases are developed through a review of individual borrowers on an ongoing basis. Commercial loans are evaluated periodically with more frequent evaluations done on criticized loans. The indicators as of the date presented are based on the most recent assessment performed and are defined below:

Pass – A pass rated asset is not adversely classified because it does not display any of the characteristics for adverse classification.

Special mention – A special mention asset has potential weaknesses which deserve management’s close attention. If left uncorrected, such potential weaknesses may result in deterioration of the repayment prospects or collateral position at some future date. Special mention assets are not adversely classified and do not warrant adverse classification.

Substandard – A substandard asset is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Assets classified as substandard generally have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. These assets are characterized by the distinct possibility of loss if the deficiencies are not corrected.

Doubtful – An asset classified as doubtful has all the weaknesses inherent in an asset classified substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable on the basis of currently existing facts, conditions and values.

Loss – Assets classified as loss are considered uncollectible and of such little value it is inappropriate to be carried as an asset. This classification is not necessarily equivalent to any potential for recovery or salvage value, but rather it is not appropriate to defer a full charge-off even though partial recovery may be affected in the future.

Ungraded – Ungraded loans represent loans not included in the individual credit grading process due to their relatively small balances or borrower type. The majority of ungraded loans at September 30, 2025 and December 31, 2024, relate to business credit cards. Business credit card loans are subject to automatic charge-off when they become 120 days past due in the same manner as unsecured consumer lines of credit.

The credit quality indicator for consumer loans is based on delinquency status of the borrower as of the date presented. As the borrower becomes more delinquent, the likelihood of loss increases. An exemption is applied to government guaranteed loans as the principal repayments are insured by the Federal Housing Administration and U.S. Department of Veterans Affairs and thus remain on accrual status regardless of delinquency status.

The following tables summarize the commercial loans disaggregated by year of origination and by risk rating. The consumer loan delinquency status by year of origination is also presented below. The tables reflect the amortized cost of the loans and include purchased credit deteriorated (“PCD”) loans.

Commercial Loans - Risk Classifications by Class


September 30, 2025
Risk Classification:	Term Loans by Origination Year														Revolving Converted to Term Loans
dollars in millions	2025		2024		2023		2022		2021		2020 & Prior		Revolving				Total
Commercial construction
Pass	$	1,488	$	1,672	$	1,453	$	590	$	84	$	79	$	362	$	—	$	5,728
Special Mention	7		4		56		—		—		—		—		—		67
Substandard	5		15		4		85		15		4		—		—		128
Doubtful	3		—		—		—		—		—		—		—		3
Ungraded	—		—		—		—		—		—		—		—		—
Total commercial construction	1,503		1,691		1,513		675		99		83		362		—		5,926
Owner occupied commercial mortgage
Pass	1,806		2,703		2,345		2,463		2,355		4,253		215		28		16,168
Special Mention	47		32		47		106		40		51		2		—		325
Substandard	39		59		115		187		94		221		9		1		725
Doubtful	—		4		10		—		—		—		—		—		14
Ungraded	—		—		—		—		—		—		—		—		—
Total owner occupied commercial mortgage	1,892		2,798		2,517		2,756		2,489		4,525		226		29		17,232
Non-owner occupied commercial mortgage
Pass	1,977		2,606		3,235		2,241		1,375		2,575		93		3		14,105
Special Mention	128		53		114		51		1		24		—		—		371
Substandard	354		243		141		107		35		199		1		—		1,080
Doubtful	42		21		—		15		—		11		—		—		89
Ungraded	—		—		—		—		—		—		—		—		—
Total non-owner occupied commercial mortgage	2,501		2,923		3,490		2,414		1,411		2,809		94		3		15,645
Commercial and industrial
Pass	9,018		8,274		4,151		3,307		1,717		1,803		9,082		75		37,427
Special Mention	188		234		105		122		193		47		116		—		1,005
Substandard	410		207		387		454		316		58		502		4		2,338
Doubtful	10		11		31		80		10		1		108		—		251
Ungraded	—		—		—		—		—		—		151		—		151
Total commercial and industrial	9,626		8,726		4,674		3,963		2,236		1,909		9,959		79		41,172
Leases
Pass	620		591		375		179		79		62		—		—		1,906
Special Mention	14		16		13		20		2		—		—		—		65
Substandard	19		22		19		9		7		10		—		—		86
Doubtful	2		2		2		2		1		—		—		—		9
Ungraded	—		—		—		—		—		—		—		—		—
Total leases	655		631		409		210		89		72		—		—		2,066
Global fund banking
Pass	983		778		57		104		11		16		29,516		148		31,613
Special Mention	—		1		—		—		—		—		—		—		1
Substandard	—		—		—		—		—		—		1		—		1
Doubtful	—		—		—		—		—		—		—		—		—
Ungraded	—		—		—		—		—		—		—		—		—
Total global fund banking	983		779		57		104		11		16		29,517		148		31,615
Investor dependent
Pass	798		776		183		108		—		—		290		—		2,155
Special Mention	1		48		7		5		—		—		1		—		62
Substandard	65		190		140		46		7		—		47		—		495
Doubtful	10		24		16		6		—		—		4		—		60
Ungraded	—		—		—		—		—		—		—		—		—
Total investor dependent	874		1,038		346		165		7		—		342		—		2,772
Total commercial	$	18,034	$	18,586	$	13,006	$	10,287	$	6,342	$	9,414	$	40,500	$	259	$	116,428

Consumer Loans - Delinquency Status by Class


September 30, 2025
Days Past Due:	Term Loans by Origination Year														Revolving Converted to Term Loans
dollars in millions	2025		2024		2023		2022		2021		2020 & Prior		Revolving				Total
Residential mortgage
Current	$	1,558	$	2,219	$	2,671	$	4,912	$	4,815	$	6,574	$	5	$	—	$	22,754
30-59 days	1		5		15		18		14		81		—		—		134
60-89 days	1		2		2		7		4		39		—		—		55
90 days or greater	—		1		5		8		8		71		—		—		93
Total residential mortgage	1,560		2,227		2,693		4,945		4,841		6,765		5		—		23,036
Revolving mortgage
Current	—		—		—		—		—		—		2,629		125		2,754
30-59 days	—		—		—		—		—		—		11		9		20
60-89 days	—		—		—		—		—		—		1		5		6
90 days or greater	—		—		—		—		—		—		3		11		14
Total revolving mortgage	—		—		—		—		—		—		2,644		150		2,794
Consumer auto
Current	422		454		248		183		94		45		—		—		1,446
30-59 days	1		3		3		3		1		1		—		—		12
60-89 days	—		1		1		1		—		—		—		—		3
90 days or greater	—		1		1		—		—		—		—		—		2
Total consumer auto	423		459		253		187		95		46		—		—		1,463
Consumer other
Current	89		112		92		55		18		8		655		—		1,029
30-59 days	—		—		—		—		—		—		3		—		3
60-89 days	—		—		—		—		—		—		2		—		2
90 days or greater	—		—		—		—		—		—		3		—		3
Total consumer other	89		112		92		55		18		8		663		—		1,037
Total consumer	$	2,072	$	2,798	$	3,038	$	5,187	$	4,954	$	6,819	$	3,312	$	150	$	28,330

The following tables represent current credit quality indicators by origination year as of December 31, 2024:

Commercial Loans - Risk Classifications by Class


December 31, 2024
Risk Classification:	Term Loans by Origination Year														Revolving Converted to Term Loans
dollars in millions	2024		2023		2022		2021		2020		2019 & Prior		Revolving				Total
Commercial construction
Pass	$	1,095	$	1,854	$	1,276	$	287	$	152	$	52	$	148	$	—	$	4,864
Special Mention	—		80		35		—		7		24		—		—		146
Substandard	—		8		47		20		7		17		—		—		99
Doubtful	—		—		—		—		—		—		—		—		—
Ungraded	—		—		—		—		—		—		—		—		—
Total commercial construction	1,095		1,942		1,358		307		166		93		148		—		5,109
Owner occupied commercial mortgage
Pass	2,721		2,445		2,747		2,581		2,199		2,988		223		29		15,933
Special Mention	22		46		70		58		32		61		9		—		298
Substandard	30		34		136		82		73		245		10		1		611
Doubtful	—		—		—		—		—		—		—		—		—
Ungraded	—		—		—		—		—		—		—		—		—
Total owner occupied commercial mortgage	2,773		2,525		2,953		2,721		2,304		3,294		242		30		16,842
Non-owner occupied commercial mortgage
Pass	2,879		3,082		2,744		2,041		1,598		2,134		119		3		14,600
Special Mention	—		66		293		43		4		86		—		—		492
Substandard	12		15		171		39		116		653		—		—		1,006
Doubtful	—		—		—		—		20		76		—		—		96
Ungraded	—		—		—		—		—		—		—		—		—
Total non-owner occupied commercial mortgage	2,891		3,163		3,208		2,123		1,738		2,949		119		3		16,194
Commercial and industrial
Pass	11,813		6,295		4,622		2,389		1,221		1,408		9,033		67		36,848
Special Mention	145		236		255		302		29		69		203		—		1,239
Substandard	155		347		614		332		195		207		454		4		2,308
Doubtful	5		23		42		15		1		18		103		—		207
Ungraded	—		—		—		—		—		—		135		—		135
Total commercial and industrial	12,118		6,901		5,533		3,038		1,446		1,702		9,928		71		40,737
Leases
Pass	739		506		300		147		96		46		—		—		1,834
Special Mention	13		17		29		5		4		—		—		—		68
Substandard	21		29		23		13		9		8		—		—		103
Doubtful	1		3		2		2		1		—		—		—		9
Ungraded	—		—		—		—		—		—		—		—		—
Total leases	774		555		354		167		110		54		—		—		2,014
Global fund banking
Pass	892		179		147		20		14		12		26,588		36		27,888
Special Mention	—		—		—		—		—		—		—		—		—
Substandard	—		—		5		8		2		—		1		—		16
Doubtful	—		—		—		—		—		—		—		—		—
Ungraded	—		—		—		—		—		—		—		—		—
Total global fund banking	892		179		152		28		16		12		26,589		36		27,904
Investor dependent
Pass	1,135		640		352		37		—		—		315		3		2,482
Special Mention	17		28		6		—		—		—		26		—		77
Substandard	122		173		164		31		1		—		61		—		552
Doubtful	26		19		28		5		—		—		4		—		82
Ungraded	—		—		—		—		—		—		—		—		—
Total investor dependent	1,300		860		550		73		1		—		406		3		3,193
Total commercial	$	21,843	$	16,125	$	14,108	$	8,457	$	5,781	$	8,104	$	37,432	$	143	$	111,993

Consumer Loans - Delinquency Status by Class


December 31, 2024
Days Past Due:	Term Loans by Origination Year														Revolving Converted to Term Loans
dollars in millions	2024		2023		2022		2021		2020		2019 & Prior		Revolving				Total
Residential mortgage
Current	$	2,178	$	2,968	$	5,264	$	5,148	$	2,913	$	4,353	$	4	$	—	$	22,828
30-59 days	3		13		19		23		31		95		—		—		184
60-89 days	1		3		5		2		2		28		—		—		41
90 days or greater	—		4		6		7		9		73		—		—		99
Total residential mortgage	2,182		2,988		5,294		5,180		2,955		4,549		4		—		23,152
Revolving mortgage
Current	—		—		—		—		—		—		2,420		108		2,528
30-59 days	—		—		—		—		—		—		16		6		22
60-89 days	—		—		—		—		—		—		1		5		6
90 days or greater	—		—		—		—		—		—		3		8		11
Total revolving mortgage	—		—		—		—		—		—		2,440		127		2,567
Consumer auto
Current	617		358		277		155		68		27		—		—		1,502
30-59 days	3		3		3		2		1		1		—		—		13
60-89 days	1		1		1		1		—		—		—		—		4
90 days or greater	1		1		1		1		—		—		—		—		4
Total consumer auto	622		363		282		159		69		28		—		—		1,523
Consumer other
Current	147		144		99		30		6		18		531		—		975
30-59 days	1		—		—		—		—		1		3		—		5
60-89 days	—		—		1		—		—		—		2		—		3
90 days or greater	—		—		—		—		—		1		2		—		3
Total consumer other	148		144		100		30		6		20		538		—		986
Total consumer	$	2,952	$	3,495	$	5,676	$	5,369	$	3,030	$	4,597	$	2,982	$	127	$	28,228

Gross Charge-offs

Gross charge-off disclosures by origination year and loan class are summarized in the following tables:


Nine Months Ended September 30, 2025
	Term Loans by Origination Year														Revolving Converted to Term Loans
dollars in millions	2025		2024		2023		2022		2021		2020 & Prior		Revolving				Total
Commercial
Commercial construction	$	—	$	—	$	—	$	1	$	—	$	—	$	—	$	—	$	1
Owner occupied commercial mortgage	—		2		—		—		—		1		—		—		3
Non-owner occupied commercial mortgage	4		23		3		20		—		32		—		—		82
Commercial and industrial	28		20		51		44		9		3		191		1		347
Leases	2		3		3		3		1		3		—		—		15

Investor dependent	—		14		30		28		7		4		9		—		92
Total commercial	34		62		87		96		17		43		200		1		540
Consumer
Residential mortgage	—		—		—		—		—		6		—		—		6

Consumer auto	—		2		2		1		1		—		—		—		6
Consumer other	—		1		1		1		—		—		12		—		15
Total consumer	—		3		3		2		1		6		12		—		27
Total loans and leases	$	34	$	65	$	90	$	98	$	18	$	49	$	212	$	1	$	567


Nine Months Ended September 30, 2024
	Term Loans by Origination Year														Revolving Converted to Term Loans
dollars in millions	2024		2023		2022		2021		2020		2019 & Prior		Revolving				Total
Commercial

Owner occupied commercial mortgage	$	—	$	—	$	—	$	—	$	—	$	8	$	—	$	—	$	8
Non-owner occupied commercial mortgage	—		—		—		—		19		70		—		—		89
Commercial and industrial	8		35		65		15		4		10		50		1		188
Leases	1		4		4		4		2		2		—		—		17

Investor dependent	—		37		63		27		3		4		7		—		141
Total commercial	9		76		132		46		28		94		57		1		443
Consumer
Residential mortgage	—		—		—		—		—		1		—		—		1

Consumer auto	—		2		1		1		—		—		—		—		4
Consumer other	—		1		1		1		—		1		12		—		16
Total consumer	—		3		2		2		—		2		12		—		21
Total loans and leases	$	9	$	79	$	134	$	48	$	28	$	96	$	69	$	1	$	464

Loan Modifications for Borrowers Experiencing Financial Difficulties

As part of BancShares’ ongoing credit risk management practices, BancShares attempts to work with borrowers when necessary to extend or modify loan terms to better align with the borrowers’ current ability to repay. BancShares’ modifications granted to debtors experiencing financial difficulties typically take the form of term extensions, interest rate reductions, payment delays, principal forgiveness, or a combination thereof. Modifications are made in accordance with internal policies and guidelines to conform to regulatory guidance.

The following tables present the amortized cost of loan modifications made to debtors experiencing financial difficulty, disaggregated by class and type of loan modification. The tables also provide financial effects by type of such loan modifications for the respective loan class. Loan modifications for principal forgiveness round to less than $ 1 million for all loan classes in all periods presented and are not presented in the following tables.

Amortized Cost of Loans Modified during the three months ended September 30, 2025


dollars in millions	Term Extension (1)		Payment Delay		Interest Rate Reduction		Term Extension (1) and Interest Rate Reduction		Term Extension (1) and Payment Delay		Other Combinations (2)		Total		Percent of Total Loan Class
Commercial
Commercial construction	$	8	$	—	$	—	$	—	$	7	$	—	$	15	0.24	%
Owner occupied commercial mortgage	8		3		—		—		—		—		11		0.07
Non-owner occupied commercial mortgage	61		9		—		45		—		—		115		0.74
Commercial and industrial	233		48		—		14		4		1		300		0.73


Investor dependent	9		40		—		—		4		—		53		1.92
Total commercial	319		100		—		59		15		1		494		0.42
Consumer
Residential mortgage	7		—		1		—		2		—		10		0.04



Total consumer	7		—		1		—		2		—		10		0.04
Total loans and leases	$	326	$	100	$	1	$	59	$	17	$	1	$	504	0.35	%

(1) Term extensions include modifications in which the balloon principal payment was deferred to a later date or the loan amortization period was extended.

(2) Consists of $ 1 million of commercial and industrial loans modified with a term extension, payment delay, and interest rate reduction.

Amortized Cost of Loans Modified during the three months ended September 30, 2024


dollars in millions	Term Extension (1)		Payment Delay		Interest Rate Reduction		Term Extension (1) and Interest Rate Reduction		Term Extension (1) and Payment Delay		Total		Percent of Total Loan Class
Commercial

Owner occupied commercial mortgage	$	15	$	1	$	—	$	8	$	—	$	24	0.15	%
Non-owner occupied commercial mortgage	30		6		—		—		—		36		0.22
Commercial and industrial	140		—		—		3		1		144		0.36


Investor dependent	6		34		—		—		8		48		1.37
Total commercial	191		41		—		11		9		252		0.23
Consumer
Residential mortgage	1		—		—		1		—		2		0.01
Revolving mortgage	1		—		—		—		—		1		0.05


Total consumer	2		—		—		1		—		3		0.01
Total loans and leases	$	193	$	41	$	—	$	12	$	9	$	255	0.18	%

(1) Term extensions include modifications in which the balloon principal payment was deferred to a later date or the loan amortization period was extended.

Financial Effects of Loan Modifications made during the three months ended September 30, 2025


dollars in millions	Weighted Average Term Extension (in Months)	Weighted Average Interest Rate Reduction		Weighted Average Payment Delay (in Months)
Commercial
Commercial construction	8	—	%	7
Owner occupied commercial mortgage	13	—		6
Non-owner occupied commercial mortgage	9	0.52		36
Commercial and industrial	15	1.05		12
Leases	60	—		—

Investor dependent	11	—		6
Total commercial	13	0.65		11
Consumer
Residential mortgage	21	1.52		8
Revolving mortgage	58	4.36		—
Consumer auto	18	—		—
Consumer other	60	11.41		—
Total consumer	24	3.01		8
Total loans and leases	13	0.71	%	11

Financial Effects of Loan Modifications made during the three months ended September 30, 2024


dollars in millions	Weighted Average Term Extension (in Months)	Weighted Average Interest Rate Reduction		Weighted Average Payment Delay (in Months)
Commercial
Commercial construction	36	0.60	%	—
Owner occupied commercial mortgage	17	1.82		6
Non-owner occupied commercial mortgage	7	—		6
Commercial and industrial	15	2.61		6
Leases	11	—		—

Investor dependent	9	—		6
Total commercial	14	2.03		6
Consumer
Residential mortgage	47	2.07		11
Revolving mortgage	60	5.42		—
Consumer auto	31	—		—
Consumer other	60	10.54		—
Total consumer	52	3.29		11
Total loans and leases	14	2.19	%	6

Note: The financial effects of loan modifications for certain loan classes reported in the tables above were not reported in the preceding tables as the total amortized cost of loans modified during the period for such loan classes rounded to less than $ 1 million.

Amortized Cost of Loans Modified during the nine months ended September 30, 2025


dollars in millions	Term Extension (1)		Payment Delay		Interest Rate Reduction		Term Extension (1) and Interest Rate Reduction		Term Extension (1) and Payment Delay		Other Combinations (2)		Total		Percent of Total Loan Class
Commercial
Commercial construction	$	8	$	—	$	—	$	—	$	15	$	—	$	23	0.38	%
Owner occupied commercial mortgage	11		5		—		29		22		—		67		0.39
Non-owner occupied commercial mortgage	120		9		—		109		23		—		261		1.67
Commercial and industrial	267		124		—		16		13		6		426		1.03


Investor dependent	15		59		—		—		10		—		84		3.04
Total commercial	421		197		—		154		83		6		861		0.74
Consumer
Residential mortgage	15		—		1		2		25		—		43		0.18
Revolving mortgage	1		—		—		1		—		—		2		0.07


Total consumer	16		—		1		3		25		—		45		0.16
Total loans and leases	$	437	$	197	$	1	$	157	$	108	$	6	$	906	0.63	%

(1) Term extensions include modifications in which the balloon principal payment was deferred to a later date or the loan amortization period was extended.

(2) Consists of $ 6 million of commercial and industrial loans modified with a term extension, payment delay, and interest rate reduction.

Amortized Cost of Loans Modified during the nine months ended September 30, 2024


dollars in millions	Term Extension (1)		Payment Delay		Interest Rate Reduction		Term Extension (1) and Interest Rate Reduction		Term Extension (1) and Payment Delay		Other Combinations (2)		Total		Percent of Total Loan Class
Commercial
Commercial construction	$	3	$	—	$	—	$	—	$	—	$	—	$	3	0.06	%
Owner occupied commercial mortgage	36		1		4		9		9		—		59		0.36
Non-owner occupied commercial mortgage	108		6		—		—		26		—		140		0.88
Commercial and industrial	191		91		31		12		1		—		326		0.81


Investor dependent	7		78		—		—		33		1		119		3.32
Total commercial	345		176		35		21		69		1		647		0.59
Consumer
Residential mortgage	7		—		—		1		—		—		8		0.04
Revolving mortgage	4		—		—		1		—		—		5		0.20


Total consumer	11		—		—		2		—		—		13		0.05
Total loans and leases	$	356	$	176	$	35	$	23	$	69	$	1	$	660	0.48	%

(1) Term extensions include modifications in which the balloon principal payment was deferred to a later date or the loan amortization period was extended.

(2) Consists of $ 1 million of investor dependent loans modified with a term extension, interest rate reduction, and payment delay.

Financial Effects of Loan Modifications made during the nine months ended September 30, 2025


	Weighted Average Term Extension (in Months)	Weighted Average Interest Rate Reduction		Weighted Average Payment Delay (in Months)
Commercial
Commercial construction	7	—	%	6
Owner occupied commercial mortgage	11	1.93		5
Non-owner occupied commercial mortgage	17	0.56		14
Commercial and industrial	14	1.31		12
Leases	60	—		—

Investor dependent	9	—		7
Total commercial	15	0.91		10
Consumer
Residential mortgage	14	1.21		6
Revolving mortgage	48	4.04		5
Consumer auto	19	—		—
Consumer other	60	9.93		—
Total consumer	16	2.39		6
Total loans and leases	15	0.95	%	10

Financial Effects of Loan Modifications made during the nine months ended September 30, 2024


	Weighted Average Term Extension (in Months)	Weighted Average Interest Rate Reduction		Weighted Average Payment Delay (in Months)
Commercial
Commercial construction	15	0.60	%	—
Owner occupied commercial mortgage	28	1.67		18
Non-owner occupied commercial mortgage	20	—		40
Commercial and industrial	15	0.71		12
Leases	11	—		6

Investor dependent	11	2.75		8
Total commercial	18	0.96		14
Consumer
Residential mortgage	70	2.09		11
Revolving mortgage	60	4.73		—
Consumer auto	29	0.26		—
Consumer other	57	9.65		—
Total consumer	66	3.41		11
Total loans and leases	19	1.07	%	14

Borrowers experiencing financial difficulties are typically identified in our credit risk management process before loan modifications occur. An assessment of whether a borrower is experiencing financial difficulty is reassessed or performed on the date of a modification. Since the effect of most modifications made to borrowers experiencing financial difficulty is already included in the ALLL because of the measurement methodologies used to estimate the ALLL, a change to the ALLL is generally not recorded upon modification. Upon BancShares’ determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off.

At September 30, 2025, there were $ 113 million of loans modified in the twelve months ended September 30, 2025, which defaulted subsequent to modification.

The following tables present the amortized cost and performance of loans to borrowers experiencing financial difficulties for which the terms of the loan were modified during the referenced periods. The period of delinquency is based on the number of days the scheduled payment is contractually past due.

Modified Loans Payment Status (twelve months ended September 30, 2025)


dollars in millions	Current		30–59 Days Past Due		60–89 Days Past Due		90 Days or Greater Past Due		Total
Commercial
Commercial construction	$	22	$	1	$	—	$	—	$	23
Owner occupied commercial mortgage	74		1		—		9		84
Non-owner occupied commercial mortgage	241		4		1		60		306
Commercial and industrial	404		2		1		24		431


Investor dependent	90		—		—		1		91
Total commercial	831		8		2		94		935
Consumer
Residential mortgage	35		3		3		6		47
Revolving mortgage	7		—		—		—		7


Total consumer	42		3		3		6		54
Total loans and leases	$	873	$	11	$	5	$	100	$	989

Modified Loans Payment Status (twelve months ended September 30, 2024)


dollars in millions	Current		30–59 Days Past Due		60–89 Days Past Due		90 Days or Greater Past Due		Total
Commercial
Commercial construction	$	3	$	—	$	—	$	—	$	3
Owner occupied commercial mortgage	50		—		9		2		61
Non-owner occupied commercial mortgage	156		1		—		16		173
Commercial and industrial	346		1		—		2		349


Investor dependent	127		—		—		1		128
Total commercial	682		2		9		21		714
Consumer
Residential mortgage	9		1		2		4		16
Revolving mortgage	6		—		—		—		6


Total consumer	15		1		2		4		22
Total loans and leases	$	697	$	3	$	11	$	25	$	736

At September 30, 2025, there were $ 17 million of commitments to lend additional funds to debtors experiencing financial difficulty for which the terms of the loan were modified during the nine months ended September 30, 2025. At December 31, 2024, there were $ 55 million of commitments to lend additional funds to debtors experiencing financial difficulty for which the terms of the loan were modified during the year ended December 31, 2024 .

Loans Pledged

The following table provides information regarding loans pledged as collateral for borrowing capacity through the FHLB of Atlanta, the Federal Reserve Bank (“FRB”) and FDIC.

Loans Pledged


dollars in millions	September 30, 2025		December 31, 2024
FHLB of Atlanta
Lendable collateral value of pledged non-PCD loans	$	19,472	$	17,873
Less: advances	—		—
Less: letters of credit	1,450		1,450
Available borrowing capacity	$	18,022	$	16,423
Pledged non-PCD loans	$	31,945	$	30,421

FRB
Lendable collateral value of pledged non-PCD loans	$	13,328	$	5,475
Less: advances	—		—
Available borrowing capacity	$	13,328	$	5,475
Pledged non-PCD loans	$	13,804	$	6,309

FDIC
Lendable collateral value of pledged loans	$	36,228	$	41,282
Less: advances	—		—
Less: Purchase Money Note	35,991		35,991
Available borrowing capacity (1)	$	—	$	5,291
Pledged loans (1)	$	34,860	$	41,040

(1) The draw period ended on March 27, 2025, therefore there is no available borrowing capacity at September 30, 2025. Loans remain pledged as collateral for the Purchase Money Note.

As a member of the FHLB, FCB can access financing based on an evaluation of its creditworthiness, statement of financial position, size and eligibility of collateral. FCB may at any time grant a security interest in, sell, convey or otherwise dispose of any of the assets used for collateral, provided that FCB is in compliance with the collateral maintenance requirement immediately following such disposition. There were no outstanding advances from the FHLB at September 30, 2025 or December 31, 2024.

Under borrowing arrangements with the FRB, BancShares has access to the FRB Discount Window on a secured basis. There were no outstanding borrowings with the FRB Discount Window at September 30, 2025 or December 31, 2024.

In connection with the SVBB Acquisition, FCB and the FDIC entered into financing agreements, including the five-year Purchase Money Note, and the Advance Facility Agreement, which allowed for advances through March 27, 2025. There were no amounts outstanding at the end of the draw period of the facility on March 27, 2025. Refer to Note 2—Business Combinations for further discussion of these agreements and Note 9—Borrowings for the outstanding carrying value of the Purchase Money Note.

NOTE 5 — ALLOWANCE FOR LOAN AND LEASE LOSSES

The ALLL is reported as a separate line item on the Consolidated Balance Sheets, while the reserve for off-balance sheet credit exposure is included in other liabilities. The provision or benefit for credit losses related to (i) loans and leases (ii) off-balance sheet credit exposure, and (iii) investment securities available for sale, if any, is reported in the Consolidated Statements of Income as provision or benefit for credit losses.

The ALLL activity for loans and leases is summarized in the following table:

Allowance for Loan and Lease Losses


dollars in millions	Three Months Ended September 30, 2025				Three Months Ended September 30, 2024
	Commercial		Consumer		Total		Commercial		Consumer		Total
Balance at beginning of period	$	1,512	$	160	$	1,672	$	1,547	$	153	$	1,700


Provision (benefit) for loan and lease losses	238		( 24 )		214		123		—		123

Charge-offs	( 244 )		( 12 )		( 256 )		( 169 )		( 8 )		( 177 )
Recoveries	18		4		22		27		5		32
Balance at end of period	$	1,524	$	128	$	1,652	$	1,528	$	150	$	1,678


	Nine Months Ended September 30, 2025				Nine Months Ended September 30, 2024
	Commercial		Consumer		Total		Commercial		Consumer		Total
Balance at beginning of period	$	1,518	$	158	$	1,676	$	1,581	$	166	$	1,747


Provision (benefit) for loan and lease losses	487		( 14 )		473		316		( 5 )		311

Charge-offs	( 540 )		( 27 )		( 567 )		( 443 )		( 21 )		( 464 )
Recoveries	59		11		70		74		10		84
Balance at end of period	$	1,524	$	128	$	1,652	$	1,528	$	150	$	1,678

The decrease of $ 20 million in the ALLL at September 30, 2025 compared to June 30, 2025 primarily reflects improvements in the economic outlook and other changes, including the elimination of reserves related to Hurricane Helene, partially offset by higher specific reserves for individually evaluated loans, and growth in global fund banking loans which have a lower loss rate relative to our other portfolios. Also, during the three months ended September 30, 2025, we updated our PD, LGD, and exposure at default methodology for certain portfolios which contributed to changes in the ALLL compared to prior periods.

The decrease of $ 24 million in the ALLL at September 30, 2025 compared to December 31, 2024 was also mainly due to the changes discussed above.

The following table presents the components of the provision for credit losses:

Provision for Credit Losses


dollars in millions	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Provision for loan and lease losses	$	214	$	123	$	473	$	311


Benefit for off-balance sheet credit exposure	( 23 )		( 6 )		( 13 )		( 35 )


Provision for credit losses	$	191	$	117	$	460	$	276

NOTE 6 — LEASES

Lessee

BancShares’ leases primarily include administrative offices and bank locations. Substantially all of our operating lease liabilities relate to United States real estate leases. Our finance lease liabilities relate to equipment leases, including the lease of certain ATMs. Our real estate leases have remaining lease terms of up to 32 years. Our lease terms may include options to extend or terminate the lease, and our operating leases have renewal terms that can extend from 1 to 25 years. The options are included in the lease term when it is determined that it is reasonably certain the option will be exercised.

The following table presents supplemental balance sheet information and remaining weighted average lease terms and discount rates:

Supplemental Lease Information


dollars in millions	Classification	September 30, 2025			December 31, 2024
Lease assets:
Operating lease ROU assets	Other assets	$	305		$	316
Finance leases	Premises and equipment	67			15
Total lease assets		$	372		$	331
Lease liabilities:
Operating leases	Other liabilities	$	342		$	357
Finance leases	Other borrowings	67			15
Total lease liabilities		$	409		$	372
Weighted-average remaining lease terms:
Operating leases		7.3 years			7.4 years
Finance leases		8.1 years			11.7 years
Weighted-average discount rate:
Operating leases		3.10		%	2.94		%
Finance leases		4.20			3.96

As of September 30, 2025, there were no leases that have not yet commenced that would have a material impact on BancShares’ consolidated financial statements.

The following table presents components of lease cost:

Components of Net Lease Cost


dollars in millions		Three Months Ended September 30,				Nine Months Ended September 30,
	Classification	2025		2024		2025		2024
Operating lease cost	Occupancy expense	$	18	$	19	$	54	$	56

Finance lease ROU asset amortization	Equipment expense	3		—		6		1
Interest on lease liabilities	Interest expense - other borrowings	1		—		2		—
Variable lease cost (1)	Occupancy expense	4		7		16		22
Sublease income	Occupancy expense	( 1 )		( 1 )		( 4 )		( 4 )
Net lease cost (1)		$	25	$	25	$	74	$	75

(1) Includes short-term lease cost.

Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term.

For finance leases, the right of use (“ROU”) asset is amortized straight-line over the lease term as equipment expense and interest on the lease liability is recognized separately.

Variable lease cost includes common area maintenance, property taxes, utilities, and other operating expenses related to leased premises recognized in the period in which the expense was incurred. Certain of our lease agreements also include rental payments adjusted periodically for inflation. While lease liabilities are not remeasured because of these changes, these adjustments are treated as variable lease costs and recognized in the period in which the expense is incurred.

Sublease income results from leasing excess building space that BancShares is no longer utilizing under operating leases, which have remaining lease terms of up to 11 years.

The following table presents supplemental cash flow information related to leases:

Supplemental Cash Flow Information


dollars in millions	Nine Months Ended September 30,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	58	$	57
Operating cash flows from finance leases	2		—
Financing cash flows from finance leases	5		1
ROU assets obtained in exchange for new operating lease liabilities	44		26
ROU assets obtained in exchange for new finance lease liabilities	55		—

Lessor

BancShares leases equipment to commercial end-users under operating lease and finance lease arrangements. The majority of operating lease equipment is long-lived rail equipment, which is typically leased several times over its life. We also lease technology and office equipment, and large and small industrial, medical, and transportation equipment under both operating leases and finance leases.

Our Rail operating leases typically do not include purchase options. Many of our finance leases, and other equipment operating leases, offer the lessee the option to purchase the equipment at fair market value or for a nominal fixed purchase option. Many of the leases that do not have a nominal purchase option include renewal provisions resulting in some leases continuing beyond the initial contractual term. Our leases typically do not include early termination options. Continued rent payments are due if leased equipment is not returned at the end of the lease.

The table that follows presents lease income related to BancShares’ operating and finance leases:

Lease Income


dollars in millions	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Lease income – operating leases	$	261	$	236	$	772	$	714
Variable lease income – operating leases (1)	12		26		43		62
Rental income on operating leases	273		262		815		776
Interest income – sales type and direct financing leases	44		44		131		131
Variable lease income included in other noninterest income (2)	14		15		44		46
Interest income – leveraged leases	1		1		3		3
Total lease income	$	332	$	322	$	993	$	956

(1) Primarily includes per diem railcar operating lease rental income earned on a time or mileage usage basis.

(2) Includes revenue related to insurance coverage on leased equipment and leased equipment property tax reimbursements due from customers.

NOTE 7 — GOODWILL AND CORE DEPOSIT INTANGIBLES

Goodwill

BancShares had goodwill of $ 346 million at September 30, 2025 and December 31, 2024. There was no goodwill impairment during the nine months ended September 30, 2025 or 2024. Goodwill relates to the General Bank reporting segment.

Core Deposit Intangibles

Core deposit intangibles represent the estimated fair value of core deposits and other customer relationships acquired. Core deposit intangibles are being amortized over their estimated useful lives. The following tables summarize the activity for core deposit intangibles:

Core Deposit Intangibles


	Nine Months Ended September 30,
dollars in millions	2025
Balance at beginning of period, net of accumulated amortization	$	249


Less: amortization for the period	41
Balance at end of period, net of accumulated amortization	$	208

The following table summarizes the accumulated amortization balance for core deposit intangibles:

Core Deposit Intangible Accumulated Amortization


dollars in millions	September 30, 2025		December 31, 2024
Gross balance	$	501	$	501
Less: accumulated amortization	293		252
Balance, net of accumulated amortization	$	208	$	249

The following table summarizes the expected amortization expense as of September 30, 2025 in subsequent periods for core deposit intangibles:

Core Deposit Intangible Expected Amortization


dollars in millions
Remainder 2025	$	13
2026	46
2027	39
2028	34
2029	30
2030	28
Thereafter	18
Balance, net of accumulated amortization	$	208

NOTE 8 — VARIABLE INTEREST ENTITIES

Unconsolidated VIEs

Unconsolidated VIEs include limited partnership interests and joint ventures where BancShares’ involvement is limited to an investor interest and BancShares does not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance or obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

The table below provides a summary of the assets and liabilities included on the Consolidated Balance Sheets associated with unconsolidated VIEs. The table also presents our maximum exposure to loss which consists of outstanding book basis and unfunded commitments for future investments, and represents potential losses that would be incurred under hypothetical circumstances, such that the value of BancShares’ interests and any associated collateral declines to zero and assuming no recovery. BancShares believes the possibility is remote under this hypothetical scenario; accordingly, this disclosure is not an indication of expected loss.

Unconsolidated VIEs Carrying Value


dollars in millions	September 30, 2025		December 31, 2024
Affordable housing tax credit investments	$	2,631	$	2,357
Other tax credit equity investments	41		2
Total tax credit equity investments	$	2,672	$	2,359
Other unconsolidated investments	159		157
Total affordable housing tax credit and other unconsolidated investments (maximum loss exposure) (1)	$	2,831	$	2,516
Liabilities for commitments to fund tax credit investments (2)	$	1,295	$	1,214

(1) Included in other assets.

(2) Represents commitments to invest in qualified affordable housing investments and other investments qualifying for community reinvestment tax credits. These commitments are payable on demand and included in other liabilities.

We have investments in qualified affordable housing projects, primarily to support our Community Reinvestment Act (“CRA”) initiatives and obtain tax credits. These investments are accounted for using the PAM and provide tax benefits in the form of tax deductions from operating losses and tax credits. Under the PAM, the initial cost of the investment is amortized in proportion to the tax credits and other tax benefits received, and the net investment performance is recognized on the Consolidated Statements of Income as a component of income tax expense.

The table below summarizes the amortization of our affordable housing tax credit investments and the related tax credits and other tax benefits that are recognized in income tax expense on the Consolidated Statements of Income.

Tax Credit Investments Recognized in Income Tax Expense


dollars in millions	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Amortization of affordable housing tax credit investments (1)	$	63	$	58	$	197	$	176
Tax credits from affordable housing tax credit investments	( 66 )		( 58 )		( 201 )		( 173 )

Other tax benefits from affordable housing tax credit investments	( 15 )		( 8 )		( 38 )		( 29 )
Net income tax benefit from affordable housing tax credit investments (2)	$	( 18 )	$	( 8 )	$	( 42 )	$	( 26 )

(1) Amortization is included in depreciation, amortization, and accretion, net as an adjustment to reconcile net income to net cash provided by operating activities on the Consolidated Statements of Cash Flows.

(2) Net income tax benefit impact is included in net income in cash flows from operating activities on the Consolidated Statements of Cash Flows. Changes in income taxes payable are reported in the net change in other liabilities as an adjustment to reconcile net income to net cash provided by operating activities.

NOTE 9 — BORROWINGS

Short-term Borrowings

Securities Sold under Agreements to Repurchase

BancShares held $ 423 million and $ 367 million at September 30, 2025 and December 31, 2024, respectively, of securities sold under agreements to repurchase that have overnight contractual maturities and are collateralized by government agency securities. The weighted average interest rate for securities sold under agreements to repurchase was 0.47 % and 0.59 % at September 30, 2025 and December 31, 2024, respectively.

BancShares utilizes securities sold under agreements to repurchase to facilitate the needs for collateralization of commercial customers and secure wholesale funding needs. Repurchase agreements are transactions whereby BancShares offers to sell to a counterparty an undivided interest in an eligible security at an agreed upon purchase price, and which obligates BancShares to repurchase the security at an agreed upon date, repurchase price and interest rate. These agreements are recorded at the amount of cash received in connection with the transactions and are reflected as securities sold under customer repurchase agreements.

BancShares monitors collateral levels on a continuous basis and maintains records of each transaction specifically describing the applicable security and the counterparty’s fractional interest in that security, and segregates the security from general assets in accordance with regulations governing custodial holdings of securities. The primary risk with repurchase agreements is market risk associated with the investments securing the transactions, as additional collateral may be required based on fair value changes of the underlying investments. Securities pledged as collateral under repurchase agreements are maintained with safekeeping agents. The carrying value of investment securities pledged as collateral under repurchase agreements was $ 500 million and $ 435 million at September 30, 2025 and December 31, 2024, respectively.

Long-term Borrowings

On September 5, 2025, the Parent Company issued and sold $ 600 million aggregate principal amount of its 5.600 % Fixed Rate Reset Subordinated Notes due in 2035 in a public offering. On March 12, 2025, the Parent Company issued and sold $ 500 million aggregate principal amount of its 5.231 % Fixed-to-Floating Rate Senior Notes due in 2031 and $ 750 million aggregate principal amount of its 6.254 % Fixed-to-Fixed Rate Subordinated Notes due in 2040 in a public offering.

On June 15, 2025, the Parent Company redeemed all $ 350 million aggregate principal amount of its 3.375 % Fixed-to-Floating Rate Subordinated Notes due in 2030.

The following table presents long-term borrowings, net of the respective unamortized purchase accounting adjustments and issuance costs:

Long-term Borrowings


dollars in millions	Maturity	September 30, 2025		December 31, 2024
Parent Company:
Senior:
Fixed-to-Floating Senior Notes at 5.231 % (1)	March 2031	$	497	$	—
Subordinated:
Fixed-to-Floating Subordinated Notes at 3.375 % (2)	March 2030	—		350
Fixed Rate Reset Subordinated Notes at 5.600 % (3)	September 2035	597		—
Fixed-to-Fixed Subordinated Notes at 6.254 % (4)	March 2040	745		—
Subsidiaries:
Senior:
Fixed Senior Unsecured Notes at 6.000 %	April 2036	58		58
Subordinated:
Fixed Subordinated Notes at 6.125 %	March 2028	434		445
Secured:
Purchase Money Note to FDIC fixed at 3.500 % (5)	March 2028	35,854		35,816
Capital lease obligations	Maturities through May 2057	67		15
Total long-term borrowings		$	38,252	$	36,684

(1) The fixed rate period will end March 12, 2030, and the notes will thereafter bear a floating interest rate equal to a benchmark rate based on the Compounded Secured Overnight Financing Rate (“SOFR”) Index Rate plus 141 basis points (“bps”) per annum until the maturity date (or date of earlier redemption).

(2) The fixed rate period ended on March 15, 2025, and the notes converted to a floating interest rate equal to Three-Month Term SOFR plus 246.5 bps per annum. The notes included a callable feature and were redeemed on June 15, 2025.

(3) The interest rate will reset on September 5, 2030, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S. Treasury Rate as of the day falling two business days prior to the notes reset date plus 185 bps per annum until the maturity date (or date of earlier redemption).

(4) The interest rate will reset on March 12, 2035, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S. Treasury Rate as of the day falling two business days prior to the notes reset date plus 197 bps per annum until the maturity date (or date of earlier redemption).

(5) Refer to Note 2—Business Combinations and Note 4—Loans and Leases.

Pledged Assets

Refer to the “Loans Pledged” section in Note 4—Loans and Leases for information on loans pledged as collateral to secure borrowings. Additionally, interest-earning deposits at banks included $ 212 million and $ 211 million at September 30, 2025 and December 31, 2024, respectively, that were required minimum deposits under the Purchase Money Note.

NOTE 10 — DERIVATIVE FINANCIAL INSTRUMENTS

Our derivatives designated as hedging instruments include interest rate swap contracts utilized to manage our interest rate exposure for items on our Consolidated Balance Sheets. This includes floating-rate loan portfolio cash flow hedges and fair value hedges of our fixed-rate borrowings and deposits.

Our derivatives not designated as hedging instruments mainly include interest rate and foreign exchange contracts that our customers utilized for their risk management needs. We typically manage our exposure to these customer derivatives by entering into offsetting or “back-to-back” interest rate and foreign exchange contracts with third-party dealers.

Derivative instruments that are cleared through certain central counterparty clearing houses are settled-to-market and reported net of collateral positions.

Refer to Note 11—Fair Value for further information on derivatives.

The following table presents notional amounts and fair values of derivative financial instruments:

Notional Amount and Fair Value of Derivative Financial Instruments


dollars in millions	September 30, 2025						December 31, 2024
	Notional Amount		Asset Fair Value		Liability Fair Value		Notional Amount		Asset Fair Value		Liability Fair Value
Derivatives designated as hedging instruments (Qualifying hedges)
Fair Value Hedges
Interest rate contracts hedging time deposits	$	134	$	—	$	—	$	334	$	—	$	—
Interest rate contracts hedging long-term borrowings	200		—		—		750		—		—
Total fair value hedges (1) (2)	334		—		—		1,084		—		—
Cash Flow Hedges
Interest rate contracts hedging loans (1) (2)	2,500		—		—		3,500		1		—
Total derivatives designated as hedging instruments	$	2,834	$	—	$	—	$	4,584	$	1	$	—
Derivatives not designated as hedging instruments (Non-qualifying hedges)
Interest rate contracts (1) (2)	$	28,290	$	403	$	( 383 )	$	26,235	$	491	$	( 516 )
Foreign exchange contracts (3)	7,969		145		( 136 )		7,843		152		( 108 )
Other contracts (4)	1,497		22		( 1 )		1,316		16		( 1 )
Total derivatives not designated as hedging instruments	$	37,756	$	570	$	( 520 )	$	35,394	$	659	$	( 625 )
Gross derivatives fair values presented in the Consolidated Balance Sheets			$	570	$	( 520 )			$	660	$	( 625 )
Less: gross amounts offset in the Consolidated Balance Sheets			—		—				—		—
Net amount presented in other assets and other liabilities in the Consolidated Balance Sheets			$	570	$	( 520 )			$	660	$	( 625 )

(1) Fair value balances include accrued interest.

(2) BancShares accounts for swap contracts cleared by the Chicago Mercantile Exchange and LCH Clearnet as “settled-to-market.” As a result, the derivative asset and liability fair values in the table above are presented net of the variation margin payments. Refer to the table below for more information.

(3) The foreign exchange contracts exclude foreign exchange spot contracts. The notional and net fair value amounts of these contracts were $ 566 million and $ 0 million, respectively, as of September 30, 2025, and $ 177 million and $ 0 million, respectively, as of December 31, 2024.

(4) Other derivative contracts not designated as hedging instruments include risk participation agreements and equity warrants.

The following table presents the impact of variation margin netting (form of collateral payment when the underlying fair value changes) on derivative assets and liabilities:

Variation Margin Payments


dollars in millions	September 30, 2025				December 31, 2024
	Asset Fair Value		Liability Fair Value		Asset Fair Value		Liability Fair Value
Derivatives designated as hedging instruments (Qualifying hedges)
Gross fair value	$	18	$	—	$	15	$	—
Cleared trades, variation margin netting	( 18 )		—		( 14 )		—
Total derivatives designated as hedging instruments	$	—	$	—	$	1	$	—
Derivatives not designated as hedging instruments (Non-qualifying hedges)
Gross fair value	$	625	$	( 563 )	$	742	$	( 647 )
Cleared trades, variation margin netting	( 55 )		43		( 83 )		22
Total derivatives not designated as hedging instruments	$	570	$	( 520 )	$	659	$	( 625 )
Gross derivatives fair values presented in the Consolidated Balance Sheets	$	570	$	( 520 )	$	660	$	( 625 )
Amounts subject to master netting agreements (1)	( 116 )		116		( 48 )		48
Cash collateral pledged (received) subject to master netting agreements (2)	( 218 )		75		( 539 )		2
Total net derivative fair value	$	236	$	( 329 )	$	73	$	( 575 )

(1) BancShares’ derivative transactions are governed by International Swaps and Derivatives Association (“ISDA”) agreements that allow for net settlements of certain payments as well as offsetting of all contracts with a given counterparty in the event of bankruptcy or default of one of the two parties to the transaction. BancShares believes its ISDA agreements meet the definition of a master netting arrangement or similar agreement for purposes of the above disclosure.

(2) In conjunction with the ISDA agreements described above, BancShares has entered into collateral arrangements with its counterparties, which provide for the exchange of cash depending on the change in the market valuation of the derivative contracts outstanding. Such collateral is available to be applied in settlement of the net balances upon an event of default of one of the counterparties. Collateral pledged or received is included in other assets or deposits, respectively.

Fair Value Hedges

The following table presents the impact of fair value hedges recorded in interest expense on the Consolidated Statements of Income:

Recognized Gains (Losses) on Fair Value Hedges


dollars in millions		Three Months Ended September 30,				Nine Months Ended September 30,
	Interest Expense	2025		2024		2025		2024
Gain (loss) on hedging instruments - time deposits	Deposits	$	—	$	2	$	—	$	1
Gain (loss) on hedging instruments - borrowings	Borrowings	—		4		—		( 2 )
Gain (loss) on hedged item - time deposits	Deposits	1		( 3 )		1		( 2 )
Gain (loss) on hedged item - borrowings	Borrowings	—		( 5 )		2		—

Net gain on fair value hedges	Total interest expense	$	1	$	( 2 )	$	3	$	( 3 )

The following table presents the carrying value of hedged items and associated cumulative hedging adjustment related to fair value hedges:

Carrying Value of Hedged Items


dollars in millions			Cumulative Fair Value Hedging Adjustment Included in the Carrying Value of Hedged Items
	Carrying Value of Hedged Items		Currently Designated		No Longer Designated
September 30, 2025

Long-term borrowings	$	217	$	—	$	—
Deposits	134		—		—
December 31, 2024
Long-term borrowings	795		2		—
Deposits	335		1		—

Cash Flow Hedges

The following table presents the pretax unrealized gain on hedging instruments in cash flow hedges, which are reported in other comprehensive income, and the pretax amount reclassified from accumulated other comprehensive income (“AOCI”) to earnings:

Unrealized Gain on Cash Flow Hedges


dollars in millions	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Other comprehensive income on cash flow hedge derivatives before reclassifications	$	( 2 )	$	14	$	10	$	17
Amounts reclassified from AOCI to earnings	—		2		( 4 )		2
Other comprehensive income on cash flow hedge derivatives	$	( 2 )	$	16	$	6	$	19

The following table presents other information for cash flow hedges:

Other Information for Cash Flow Hedges


dollars in millions	September 30, 2025		December 31, 2024
Unrealized gain on cash flow hedge derivatives reported in AOCI, net of income taxes	$	13	$	8

Estimate to be reclassified from AOCI to earnings during the next 12 months, net of income taxes (1)	$	7	$	7
Maximum number of months over which forecasted cash flows are hedged	22		24

(1) Reclassified amounts could differ from amounts actually recognized due to factors such as changes in interest rates, hedge de-designations and the addition of other hedges.

Non-Qualifying Hedges

The following table presents gains on non-qualifying hedges recognized on the Consolidated Statements of Income:

Gains (Losses) on Non-Qualifying Hedges


dollars in millions		Three Months Ended September 30,				Nine Months Ended September 30,
	Amounts Recognized	2025		2024		2025		2024
Interest rate contracts	Other noninterest income	$	4	$	( 5 )	$	10	$	6
Foreign currency forward contracts (1)	Other noninterest income	12		( 20 )		( 52 )		3
Other contracts	Other noninterest income	1		2		3		1
Total non-qualifying hedges - income statement impact		$	17	$	( 23 )	$	( 39 )	$	10

(1) This is primarily related to economic hedges of foreign currency risks arising from loans and other assets denominated in foreign currency. There is an offsetting impact within noninterest income for the foreign exchange revaluation of the associated assets denominated in foreign currency.

NOTE 11 — FAIR VALUE

Fair Value Hierarchy

BancShares measures certain financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP also establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three levels.

Assets and liabilities are recorded at fair value according to a fair value hierarchy comprised of three levels. The levels are based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. The level within the fair value hierarchy for an asset or liability is based on the lowest level of input significant to the fair value measurement with Level 1 inputs considered highest and Level 3 inputs considered lowest. A brief description of each input level follows:

• Level 1 inputs are quoted prices in active markets for identical assets and liabilities.

• Level 2 inputs are quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted prices observable for the assets or liabilities and market corroborated inputs.

• Level 3 inputs are unobservable inputs for the asset or liability. These unobservable inputs and assumptions reflect the estimates market participants would use in pricing the asset or liability.

Assets and Liabilities Measured at Fair Value - Recurring Basis

The following table presents assets and liabilities measured at fair value on a recurring basis:

Assets and Liabilities Measured at Fair Value - Recurring Basis


dollars in millions	September 30, 2025
	Total		Level 1		Level 2		Level 3
Assets
Investment securities available for sale
U.S. Treasury	$	13,781	$	—	$	13,781	$	—
Government agency	52		—		52		—
Residential mortgage-backed securities	17,435		—		17,435		—
Commercial mortgage-backed securities	3,428		—		3,428		—
Corporate bonds	250		—		141		109
Municipal bonds	17		—		17		—

Total investment securities available for sale	$	34,963	$	—	$	34,854	$	109
Marketable equity securities	110		46		64		—
Loans held for sale	80		—		80		—
Loans	22		—		22		—
Derivative assets (1)


Total qualifying hedge assets	$	—	$	—	$	—	$	—
Interest rate contracts — non-qualifying hedges	$	403	$	—	$	400	$	3
Foreign exchange contracts — non-qualifying hedges	145		—		145		—
Other derivative contracts — non-qualifying hedges	22		—		—		22
Total non-qualifying hedge assets	$	570	$	—	$	545	$	25
Total derivative assets	$	570	$	—	$	545	$	25
Liabilities
Derivative liabilities (1)
Interest rate contracts — qualifying hedges	$	—	$	—	$	—	$	—

Interest rate contracts — non-qualifying hedges	$	383	$	—	$	383	$	—
Foreign exchange contracts — non-qualifying hedges	136		—		136		—
Other derivative contracts — non-qualifying hedges	1		—		—		1
Total non-qualifying hedge liabilities	$	520	$	—	$	519	$	1
Total derivative liabilities	$	520	$	—	$	519	$	1
(1) Derivative fair values include accrued interest.


dollars in millions	December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets
Investment securities available for sale
U.S. Treasury	$	13,903	$	—	$	13,903	$	—
Government agency	77		—		77		—
Residential mortgage-backed securities	15,620		—		15,620		—
Commercial mortgage-backed securities	3,666		—		3,666		—
Corporate bonds	467		—		299		168
Municipal bonds	17		—		17		—

Total investment securities available for sale	$	33,750	$	—	$	33,582	$	168
Marketable equity securities	101		48		53		—
Loans held for sale	55		—		55		—
Derivative assets (1)

Total qualifying hedge assets	$	1	$	—	$	1	$	—
Interest rate contracts — non-qualifying hedges	$	491	$	—	$	490	$	1
Foreign exchange contracts — non-qualifying hedges	152		—		152		—
Other derivative contracts — non-qualifying hedges	16		—		—		16
Total non-qualifying hedge assets	$	659	$	—	$	642	$	17
Total derivative assets	$	660	$	—	$	643	$	17
Liabilities
Derivative liabilities (1)
Interest rate contracts — qualifying hedges	$	—	$	—	$	—	$	—

Interest rate contracts — non-qualifying hedges	$	516	$	—	$	516	$	—
Foreign exchange contracts — non-qualifying hedges	108		—		108		—
Other derivative contracts — non-qualifying hedges	1		—		—		1
Total non-qualifying hedge liabilities	$	625	$	—	$	624	$	1
Total derivative liabilities	$	625	$	—	$	624	$	1

(1) Derivative fair values include accrued interest.

The methods and assumptions used to estimate the fair value of each class of financial instruments measured at fair value on a recurring basis are as follows:

Investment securities available for sale . The fair value of U.S. Treasury, government agency, mortgage-backed securities, municipal bonds, and a portion of the corporate bonds are generally estimated using a third-party pricing service. To obtain an understanding of the processes and methodologies used, management reviews correspondence from the third-party pricing service. Management also performs a price variance analysis process to corroborate the reasonableness of prices. The third-party provider evaluates securities based on comparable investments with trades and market data and will utilize pricing models which use a variety of inputs, such as benchmark yields, reported trades, issuer spreads, benchmark securities, bids and offers as needed. These securities are generally classified as Level 2. The remaining corporate bonds held are generally measured at fair value based on indicative bids from broker-dealers using inputs that are not directly observable. These securities are classified as Level 3.

Marketable equity securities. Equity securities are measured at fair value using observable closing prices. The valuation also considers the amount of market activity by examining trade volume. Equity securities are classified as Level 1 if they are traded in an active market and as Level 2 if the observable closing price is from a less than active market.

Loans and Loans held for sale. Certain residential real estate loans originated for sale to investors are carried at fair value based on quoted market prices for similar types of loans, which are considered Level 2 inputs. In instances when loans are not sold and subsequently transferred to portfolio, accounting at fair value is continued.

Derivative Assets and Liabilities. Derivatives were valued using models that incorporate inputs depending on the type of derivative. Other than the fair value of equity warrants and credit derivatives, which were estimated using Level 3 inputs, most derivative instruments were valued using Level 2 inputs based on observed pricing for similar assets and liabilities and model-based valuation techniques for which all significant assumptions are observable in the market. Refer to Note 10—Derivative Financial Instruments for notional amounts and fair values.

The following tables summarize information about significant unobservable inputs related to BancShares’ categories of Level 3 financial assets and liabilities measured on a recurring basis:

Quantitative Information About Level 3 Fair Value Measurements - Recurring Basis


dollars in millions
Financial Instrument	Estimated Fair Value				Valuation Technique	Significant Unobservable Inputs
	September 30, 2025		December 31, 2024
Assets
Corporate bonds	$	109	$	168	Indicative bid provided by broker	Multiple factors, including but not limited to, current operations, financial condition, cash flows, and recently executed financing transactions related to the issuer.
Interest rate & other derivative — non-qualifying hedges	$	25	$	17	Internal valuation model	Multiple factors, including but not limited to, private company valuation, illiquidity discount, and estimated life of the instrument.
Liabilities
Interest rate & other derivative — non-qualifying hedges	$	1	$	1	Internal valuation model	Not material

The following table summarizes the changes in estimated fair value for all assets and liabilities measured at estimated fair value on a recurring basis using significant unobservable inputs (Level 3):

Changes in Estimated Fair Value of Level 3 Financial Assets and Liabilities - Recurring Basis


dollars in millions	Nine Months Ended September 30, 2025						Nine Months Ended September 30, 2024
	Corporate Bonds		Other Derivative Assets — Non-Qualifying		Other Derivative Liabilities — Non-Qualifying		Corporate Bonds		Other Derivative Assets — Non-Qualifying		Other Derivative Liabilities — Non-Qualifying
Beginning balance	$	168	$	17	$	1	$	157	$	7	$	1
Purchases	—		6		—		—		7		—
Changes in fair value included in earnings	—		4		—		( 1 )		1		—
Changes in fair value included in comprehensive income	9		—		—		8		—		—


Maturity and settlements	( 68 )		( 2 )		—		—		—		—
Ending balance	$	109	$	25	$	1	$	164	$	15	$	1

Fair Value Option

The following table summarizes the difference between the aggregate fair value and the unpaid principal balance (“UPB”) for residential mortgage loans originated for sale measured at fair value:

Aggregate Fair Value and UPB - Residential Mortgage Loans


dollars in millions	September 30, 2025						December 31, 2024
	Fair Value		Unpaid Principal Balance		Difference		Fair Value		Unpaid Principal Balance		Difference
Originated loans held for sale (1)	$	102	$	102	$	—	$	55	$	54	$	1

(1) Originated loans held for sale include loans held for sale and loans originated for sale but transferred to portfolio and held for investment.

BancShares has elected the fair value option for residential mortgage loans originated for sale. This election reduces certain timing differences in the Consolidated Statements of Income and better aligns with the management of the portfolio from a business perspective. The changes in fair value that were recorded as a component of other noninterest income were insignificant for the three and nine months ended September 30, 2025 and 2024. Interest earned on originated loans held for sale is recorded within interest income on loans and leases in the Consolidated Statements of Income.

No originated loans held for sale were 90 or more days past due or on nonaccrual status as of September 30, 2025 or December 31, 2024.

Assets Measured at Estimated Fair Value on a Non-recurring Basis

Certain assets or liabilities are required to be measured at estimated fair value on a non-recurring basis subsequent to initial recognition. Generally, these adjustments are the result of lower of cost or fair value (“LOCOM”) or other impairment accounting. The following table presents carrying value of assets measured at estimated fair value on a non-recurring basis for which gains and losses have been recorded in the periods. The gains and losses reflect amounts recorded for the respective periods, regardless of whether the asset is still held at period end.

Assets Measured at Fair Value - Non-recurring Basis


dollars in millions	Fair Value Measurements
	Total		Level 1		Level 2		Level 3		Total Gains (Losses)
September 30, 2025
Assets held for sale - loans	$	2	$	—	$	—	$	2	$	( 4 )
Loans - collateral dependent loans	181		—		—		181		( 141 )
Other real estate owned	76		—		—		76		( 1 )

Total	$	259	$	—	$	—	$	259	$	( 146 )
December 31, 2024
Assets held for sale - loans	$	13	$	—	$	—	$	13	$	( 7 )
Loans - collateral dependent loans	388		—		—		388		( 171 )
Other real estate owned	16		—		—		16		6

Total	$	417	$	—	$	—	$	417	$	( 172 )

Certain other assets are adjusted to their fair value on a non-recurring basis, including certain loans, OREO, and goodwill, which are periodically tested for impairment. Most loans held for investment, deposits, and borrowings are not reported at fair value.

The methods and assumptions used to estimate the fair value of each class of financial instruments measured at fair value on a non-recurring basis are as follows:

Assets held for sale - loans. Loans held for investment subsequently transferred to held for sale are carried at the LOCOM. When available, the fair values for the transferred loans are based on quoted prices from the purchase commitments for the individual loans being transferred and are considered Level 1 inputs. The fair value of Level 2 assets was primarily estimated based on prices of recent trades of similar assets. For other loans held for sale, the fair value of Level 3 assets was primarily measured under the income approach using the discounted cash flow model based on Level 3 inputs including discount rate or the price of committed trades. Gains and losses are recorded in noninterest income.

Loans - collateral dependent loans. The population of Level 3 loans measured at fair value that are experiencing financial difficulty and measured on a non-recurring basis includes collateral-dependent loans evaluated individually. Collateral values are determined using appraisals or other third-party value estimates of the subject property discounted based on estimated selling costs, and adjustments for other external factors that may impact the marketability of the collateral. Gains and losses generally reflect the required net provision and charge-offs specific to the loans included in the population for the respective periods and are recorded in the provision for credit losses.

Other real estate owned. OREO is carried at LOCOM. OREO asset valuations are determined by using appraisals or other third-party value estimates of the subject property with discounts, generally between 7 % and 10 %, applied for estimated selling costs and other external factors that may impact the marketability of the property. At September 30, 2025 and December 31, 2024, the weighted average discount applied was 9.66 % and 9.45 %, respectively. Changes to the value of the assets between scheduled valuation dates are monitored through continued communication with brokers and monthly reviews by the asset manager assigned to each asset. If there are any significant changes in the market or the subject property, valuations are adjusted or new appraisals are ordered to ensure the reported values reflect the most current information.

Financial Instruments Fair Value

The table below presents the carrying values and estimated fair values for financial instruments, excluding leases and certain other assets and liabilities for which these disclosures are not required.

Carrying Values and Fair Values of Financial Assets and Liabilities


dollars in millions	September 30, 2025
			Estimated Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial Assets
Cash and due from banks	$	874	$	874	$	—	$	—	$	874
Interest-earning deposits at banks	24,798		24,798		—		—		24,798
Securities purchased under agreements to resell	83		—		83		—		83
Investment in marketable equity securities	110		46		64		—		110
Investment securities available for sale	34,963		—		34,854		109		34,963
Investment securities held to maturity	10,051		—		8,838		—		8,838
Loans held for sale	110		—		80		30		110
Net loans	141,074		—		1,618		140,306		141,924
Accrued interest receivable	945		—		945		—		945
Federal Home Loan Bank stock	20		—		20		—		20
Mortgage servicing rights	30		—		—		48		48

Derivative assets - non-qualifying hedges	570		—		545		25		570
Financial Liabilities
Deposits with no stated maturity	152,116		—		152,116		—		152,116
Time deposits	11,074		—		11,058		—		11,058
Credit balances of factoring clients	1,326		—		—		1,326		1,326
Securities sold under customer repurchase agreements	423		—		423		—		423

Long-term borrowings	38,185		—		38,211		—		38,211
Accrued interest payable	105		—		105		—		105

Derivative liabilities - non-qualifying hedges	520		—		519		1		520

	December 31, 2024
			Estimated Fair Value
	Carrying Value		Level 1		Level 2		Level 3		Total
Financial Assets
Cash and due from banks	$	814	$	814	$	—	$	—	$	814
Interest-earning deposits at banks	21,364		21,364		—		—		21,364
Securities purchased under agreements to resell	158		—		158		—		158
Investment in marketable equity securities	101		48		53		—		101
Investment securities available for sale	33,750		—		33,582		168		33,750
Investment securities held to maturity	10,239		—		8,702		—		8,702
Loans held for sale	82		—		55		27		82
Net loans	136,567		—		1,463		133,409		134,872
Accrued interest receivable	902		—		902		—		902
Federal Home Loan Bank stock	20		—		20		—		20
Mortgage servicing rights	27		—		—		47		47
Derivative assets - qualifying hedges	1		—		1		—		1
Derivative assets - non-qualifying hedges	659		—		642		17		659
Financial Liabilities
Deposits with no stated maturity	141,976		—		141,976		—		141,976
Time deposits	13,253		—		13,247		—		13,247
Credit balances of factoring clients	1,016		—		—		1,016		1,016
Securities sold under customer repurchase agreements	367		—		367		—		367

Long-term borrowings	36,669		—		36,220		—		36,220
Accrued interest payable	134		—		134		—		134

Derivative liabilities - non-qualifying hedges	625		—		624		1		625

The methods and assumptions used to estimate the fair value of each class of financial instruments not discussed elsewhere are as follows:

Interest-earning Deposits at Banks. The carrying value of interest-earning deposits at banks approximates its fair value due to its short-term nature and is classified on the fair value hierarchy as Level 1. The balances at September 30, 2025 and December 31, 2024 included $ 212 million and $ 211 million, respectively, as a required minimum deposit under the Purchase Money Note.

Net loans. The carrying value of net loans is net of the ALLL. Loans are generally valued by discounting expected cash flows using market inputs with adjustments based on cohort level assumptions for certain loan types as well as internally developed estimates at a business segment level. Due to the significance of the unobservable market inputs and assumptions, as well as the absence of a liquid secondary market for most loans, these loans are classified as Level 3. Certain loans are measured based on observable market prices sourced from external data providers and classified as Level 2. Nonaccrual loans are written down and reported at their estimated recovery value, which approximates their fair value, and classified as Level 3.

Securities Purchased Under Agreements to Resell. The fair value of securities purchased under agreements to resell equal the carrying value due to the short term nature, generally overnight, and therefore present an insignificant risk of change in fair value due to changes in market interest rate, and classified as Level 2.

Investment securities held to maturity. BancShares’ portfolio of debt securities held to maturity consists of mortgage-backed securities issued by government agencies and government sponsored entities, U.S. Treasury notes, unsecured bonds issued by government agencies and government sponsored entities, and securities issued by the Supranational Entities & Multilateral Development Banks. We primarily use prices obtained from pricing services to determine the fair value of securities, which are Level 2 inputs.

FHLB stock. The carrying amount of FHLB stock is a reasonable estimate of fair value, as these securities are not readily marketable and are evaluated for impairment based on the ultimate recoverability of the par value. BancShares considers positive and negative evidence, including the profitability and asset quality of the issuer, dividend payment history and recent redemption experience, when determining the ultimate recoverability of the par value. BancShares investment in FHLB stock is ultimately recoverable at par. The inputs used in the fair value measurement for the FHLB stock are considered Level 2 inputs.

Mortgage servicing rights. The fair value of mortgage servicing rights (“MSRs”) is determined using a pooling methodology. Similar loans are pooled together and a model which relies on discount rates, estimates of prepayment rates and the weighted average cost to service the loans is used to determine the fair value. The inputs used in the fair value measurement for MSRs are considered Level 3 inputs.

Deposits. The estimated fair value of deposits with no stated maturity, such as demand deposit accounts, money market accounts, and savings accounts was the amount payable on demand at the reporting date. The fair value of time deposits was estimated based on a discounted cash flow technique using Level 2 inputs appropriate to the contractual maturity.

Credit balances of factoring clients. The impact of the time value of money from the unobservable discount rate for credit balances of factoring clients is inconsequential due to the short term nature of these balances, therefore, the fair value approximated carrying value, and the credit balances are classified as Level 3.

Short-term borrowed funds. The fair value of short-term borrowed funds, which includes repurchase agreements, approximates carrying value and are classified as Level 2.

Long-term borrowings. For certain long-term senior and subordinated unsecured borrowings, the fair values are sourced from a third-party pricing service. The fair values of other long-term borrowings are determined by discounting future cash flows using current interest rates for similar financial instruments. The inputs used in the fair value measurement for FHLB borrowings, senior and subordinated debentures, and other borrowings are classified as Level 2.

For all other financial assets and financial liabilities, the carrying value is a reasonable estimate of the fair value as of September 30, 2025 and December 31, 2024. The carrying value and fair value for these assets and liabilities are equivalent because they are relatively short-term in nature and there is no interest rate or credit risk that would cause the fair value to differ from the carrying value. Cash and due from banks is classified as Level 1. Accrued interest receivable and accrued interest payable are classified as Level 2.

NOTE 12 — STOCKHOLDERS' EQUITY

A roll forward of common stock activity is presented in the following table:

Number of Shares of Common Stock


	September 30, 2025
	Common Stock Outstanding
	Class A	Class B
Common stock - June 30, 2025	12,070,794	1,005,185
Shares repurchased under authorized repurchase plan	( 457,350 )	—

Common stock - September 30, 2025	11,613,444	1,005,185

Common stock - December 31, 2024	12,712,436	1,005,185
Shares purchased under authorized repurchase plan	( 1,098,992 )	—

Common stock - September 30, 2025	11,613,444	1,005,185

Common Stock

The Parent Company has Class A common stock and Class B common stock, each with a par value of $ 1 . Class A common stockholders have one vote per share while Class B common stockholders have 16 votes per share.

Non-Cumulative Perpetual Preferred Stock

The following table summarizes BancShares’ non-cumulative perpetual preferred stock:

Preferred Stock


dollars in millions, except per share and par value data
Preferred Stock	Issuance Date	Earliest Redemption Date	Par Value		Shares Authorized, Issued and Outstanding	Liquidation Preference Per Share		Total Liquidation Preference		Dividend
Series A	March 12, 2020	March 15, 2025	$	0.01	345,000	$	1,000	$	345	5.375 %
Series B (1)	January 3, 2022	January 4, 2027	0.01		325,000	1,000		325		SOFR + 3.972 %
Series C	January 3, 2022	January 4, 2027	0.01		8,000,000	25		200		5.625 %

(1) Upon conversion to SOFR in 2023, BancShares began paying a credit spread adjustment in addition to the stated dividend.

Dividends on BancShares Series A, B, and C preferred stock (together, “BancShares Preferred Stock”) will be paid when, as, and if declared by the Board of Directors of the Parent Company, or a duly authorized committee thereof, to the extent that the Parent Company has lawfully available funds to pay dividends. If declared, dividends with respect to the BancShares Preferred Stock will accrue and be payable quarterly in arrears on March 15, June 15, September 15, and December 15 of each year. Dividends on the BancShares Preferred Stock will not be cumulative. For further description of BancShares Preferred Stock, refer to Note 16—Stockholders’ Equity in the Notes to the Consolidated Financial Statements included in the 2024 Form 10-K.

NOTE 13 — ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The following table details the components of AOCI:

Components of Accumulated Other Comprehensive Loss


dollars in millions	September 30, 2025						December 31, 2024
	Pretax		Income Taxes		Net of Income Taxes		Pretax		Income Taxes		Net of Income Taxes
Unrealized loss on securities available for sale	$	( 224 )	$	40	$	( 184 )	$	( 762 )	$	178	$	( 584 )
Unrealized loss on securities available for sale transferred to held to maturity	( 5 )		1		( 4 )		( 6 )		2		( 4 )
Defined benefit pension items	177		( 46 )		131		182		( 47 )		135

Unrealized gain on cash flow hedge derivatives	17		( 4 )		13		11		( 3 )		8
Total accumulated other comprehensive loss	$	( 35 )	$	( 9 )	$	( 44 )	$	( 575 )	$	130	$	( 445 )

The following table details the changes in the components of AOCI, net of income taxes:

Changes in Accumulated Other Comprehensive (Loss) Income by Component


dollars in millions	Unrealized loss on securities available for sale		Unrealized loss on securities available for sale transferred to held to maturity		Defined benefit pension items		Unrealized gain on cash flow hedge derivatives		Total accumulated other comprehensive loss
Balance as of December 31, 2024	$	( 584 )	$	( 4 )	$	135	$	8	$	( 445 )
AOCI activity before reclassifications	400		—		( 4 )		8		404
Amounts reclassified from AOCI to earnings	—		—		—		( 3 )		( 3 )
Other comprehensive income (loss) for the period	400		—		( 4 )		5		401
Balance as of September 30, 2025	$	( 184 )	$	( 4 )	$	131	$	13	$	( 44 )

Balance as of December 31, 2023	$	( 577 )	$	( 5 )	$	91	$	—	$	( 491 )
AOCI activity before reclassifications	325		—		( 8 )		12		329
Amounts reclassified from AOCI to earnings	—		1		—		2		3
Other comprehensive loss (income) for the period	325		1		( 8 )		14		332
Balance as of September 30, 2024	$	( 252 )	$	( 4 )	$	83	$	14	$	( 159 )

Other Comprehensive Income

The amounts included in the Consolidated Statements of Comprehensive Income are net of income taxes. The following table presents the pretax and after tax components of other comprehensive income:

Other Comprehensive Income (Loss) by Component


dollars in millions	Three Months Ended September 30,
	2025						2024
	Pretax		Income Taxes		Net of Income Taxes		Pretax		Income Taxes		Net of Income Taxes		Income Statement Line Items
Unrealized loss on securities available for sale:


Other comprehensive income on securities available for sale	$	97	$	( 25 )	$	72	$	594	$	( 156 )	$	438

Unrealized loss on securities available for sale transferred to held to maturity:

Amounts reclassified from AOCI to earnings	$	1	$	( 1 )	$	—	$	1	$	—	$	1	Interest on investment securities


Defined benefit pension items:


Other comprehensive loss for defined benefit pension items	$	( 1 )	$	—	$	( 1 )	$	—	$	—	$	—






Unrealized gain on cash flow hedge derivatives:
AOCI activity before reclassifications	$	( 2 )	$	1	$	( 1 )	$	14	$	( 4 )	$	10
Amounts reclassified from AOCI to earnings	—		—		—		2		—		2		Interest and fees on loans
Other comprehensive (loss) income on cash flow hedge derivatives	$	( 2 )	$	1	$	( 1 )	$	16	$	( 4 )	$	12
Total other comprehensive income	$	95	$	( 25 )	$	70	$	611	$	( 160 )	$	451


dollars in millions	Nine Months Ended September 30,
	2025						2024
	Pretax		Income Taxes		Net of Income Taxes		Pretax		Income Taxes		Net of Income Taxes		Income Statement Line Items
Unrealized loss on securities available for sale:


Other comprehensive income on securities available for sale	$	538	$	( 138 )	$	400	$	440	$	( 115 )	$	325

Unrealized loss on securities available for sale transferred to held to maturity:

Amounts reclassified from AOCI to earnings	$	1	$	( 1 )	$	—	$	1	$	—	$	1	Interest on investment securities


Defined benefit pension items:


Other comprehensive loss for defined benefit pension items	$	( 5 )	$	1	$	( 4 )	$	( 10 )	$	2	$	( 8 )






Unrealized gain on cash flow hedge derivatives:
AOCI activity before reclassifications	$	10	$	( 2 )	$	8	$	17	$	( 5 )	$	12
Amounts reclassified from AOCI to earnings	( 4 )		1		( 3 )		2		—		2		Interest and fees on loans
Other comprehensive income on cash flow hedge derivatives	$	6	$	( 1 )	$	5	$	19	$	( 5 )	$	14
Total other comprehensive income	$	540	$	( 139 )	$	401	$	450	$	( 118 )	$	332

NOTE 14 — EARNINGS PER COMMON SHARE

The following table sets forth the computation of the basic and diluted earnings per common share:

Earnings per Common Share


dollars in millions, except per share data	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income	$	568	$	639	$	1,626	$	2,077
Preferred stock dividends	14		15		43		46
Net income available to common stockholders	$	554	$	624	$	1,583	$	2,031
Weighted average common shares outstanding
Basic shares outstanding	12,849,339		14,375,974		13,217,940		14,480,874
Stock-based awards	—		—		—		1,045
Diluted shares outstanding	12,849,339		14,375,974		13,217,940		14,481,919
Earnings per common share
Basic	$	43.08	$	43.42	$	119.70	$	140.27
Diluted	$	43.08	$	43.42	$	119.70	$	140.26

NOTE 15 — INCOME TAXES

BancShares’ global effective income tax rates (“ETRs”) were 24.4 % and 26.8 % for the three months ended September 30, 2025 and 2024, respectively, and 24.7 % and 27.3 % for the nine months ended September 30, 2025 and 2024, respectively. The decrease in the ETR for the three and nine months ended September 30, 2025 compared to 2024 was primarily due to an increase in tax credits and a reduction in the state and local income tax rate.

The quarterly income tax expense is based on a projection of BancShares’ annual ETR. This annual ETR is applied to the year-to-date consolidated pretax income to determine the interim provision for income taxes before discrete items. The ETR each period is also impacted by a number of factors, including the relative mix of domestic and international earnings, effects of changes in enacted tax laws, adjustments to the valuation allowances, and discrete items. The currently forecasted ETR may vary from the actual year-end 2025 ETR due to the changes in these factors.

On July 4, 2025, President Trump signed into law H.R. 1, referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA contains several provisions that impact corporate taxation. The enactment of the OBBBA did not have a material impact on the tax rate or results of operations.

Uncertain Tax Benefits

BancShares’ recognizes tax benefits when it is more likely than not that the position will prevail, based solely on the technical merits under the tax law of the relevant jurisdiction. BancShares will recognize the tax benefit if the position meets this recognition threshold determined based on the largest amount of the benefit that is more than likely to be realized.

Deferred Tax Assets and Valuation Adjustments

BancShares’ ability to recognize deferred tax assets (“DTAs”) is evaluated on a quarterly basis to determine if there are any significant events that would affect our ability to utilize existing DTAs. If events are identified that affect our ability to utilize our DTAs, adjustments to the valuation allowance adjustments may be required.

NOTE 16 — EMPLOYEE BENEFIT PLANS

BancShares sponsors non-contributory defined benefit pension plans for its qualifying employees. The service cost component of net periodic benefit cost is included in salaries and wages, while all other non-service cost components are included in other noninterest expense.

The components of net periodic benefit cost are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Service cost	$	2	$	2	$	6	$	7
Interest cost	16		15		48		45
Expected return on assets	( 24 )		( 23 )		( 71 )		( 69 )


Net periodic benefit	$	( 6 )	$	( 6 )	$	( 17 )	$	( 17 )

NOTE 17 — SEGMENT INFORMATION

Effective January 1, 2025, we made changes to the composition of our reportable segments as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation, and the segment disclosures below for 2024 were recast to conform with those segment composition changes.

BancShares’ segments include the General Bank, the Commercial Bank, SVB Commercial, and Rail. All other financial information not included in the segments is reported in the Corporate section of the segment disclosures. We do not aggregate multiple operating segments into a reportable segment. Therefore, each of our operating segments are reportable segments.

Under our segment expense allocation methodology, allocated expenses increase noninterest expense of the applicable segment(s), with an offsetting decrease to Corporate noninterest expense. “All other noninterest expense” in the segment reporting tables below includes the effect of allocated expenses, resulting in a reduction to expense (or “Contra Expense”) for Corporate.

General Bank

The General Bank segment delivers products and services to consumer and small business clients through our extensive network of branches, various digital channels and a dedicated Private Bank. We offer a full suite of deposit products, loans (primarily residential mortgages and business and commercial loans), cash management, private banking and wealth management, payment services, and treasury services. We offer conforming and jumbo residential mortgage loans throughout the United States that are primarily originated through branches and retail referrals, employee referrals, internet leads, direct marketing and a correspondent lending channel, as well as through our private banking service. Private banking and wealth management offers a customized suite of products and services to individuals and institutional clients, as well as private equity and venture capital professionals and executive leaders of the innovation companies they support, and premium wine clients. The General Bank segment offers brokerage, investment advisory, private stock loans, other secured and unsecured lending products and vineyard development loans, as well as planning-based financial strategies, family office, financial planning, tax planning and trust services. The General Bank segment also includes a community association bank channel that supports deposit, cash management and lending to homeowner associations and property management companies.

Revenue is primarily generated from interest earned on loans. Noninterest income is primarily generated from fees for banking and advisory services, including lending-related fees, most of BancShares’ income related to deposit fees and service charges, cardholder services, along with essentially all of the wealth management services income. We primarily originate loans by utilizing our branch network and industry referrals, as well as direct digital marketing efforts. We derive our SBA loans through a network of SBA originators. We periodically purchase loans on a whole-loan basis. We also invest in community development that supports the construction of affordable housing in our communities in line with our CRA initiatives.

Commercial Bank

The Commercial Bank segment provides a range of lending, leasing, capital markets, asset management, and other financial and advisory services, primarily tailored to commercial and middle market companies in a wide range of industries, including energy, healthcare, technology media and telecommunications, asset-backed lending, capital finance, maritime, aerospace and defense, and sponsor finance. Loans offered are primarily senior secured loans collateralized by accounts receivable, inventory, machinery and equipment, transportation equipment, and/or intangibles, and are often used for working capital, plant expansion, acquisitions, or recapitalizations. These loans include revolving lines of credit and term loans and, depending on the nature of the collateral, may be referred to as collateral-backed loans, asset-based loans or cash flow loans. We provide senior secured loans to developers and other commercial real estate (“CRE”) professionals. Additionally, we provide business loans and leases, including both capital and operating leases, through a highly automated credit approval, documentation and funding process.

We provide factoring, receivable management and secured financing to businesses that operate in several industries. These include apparel, textile, furniture, home furnishings, and consumer electronics. Factoring entails the assumption of credit risk with respect to trade accounts receivable arising from the sale of goods from our factoring clients to their customers that have been factored (i.e., sold or assigned to the factor). Our factoring clients, which are generally manufacturers or importers of goods, are the counterparties on factoring, financing or receivables purchasing agreements to sell trade receivables to us. Our factoring clients’ customers, which are generally retailers, are the account debtors and obligors on trade accounts receivable that have been factored.

Revenue is primarily generated from interest and fees on loans. Noninterest income is mostly generated from rental income on operating lease equipment, lending-related fees, including most of BancShares’ capital market fees, and other revenue from banking services. Rental income is generally influenced by the size of the operating lease portfolio. Noninterest income also includes all of the commissions earned on factoring-related activities. We derive most of our commercial lending business through direct marketing to borrowers, lessees, manufacturers, vendors, and distributors. We also utilize referrals as a source for commercial lending business. We may periodically buy participations or syndications of loans and lines of credit and purchase loans on a whole-loan basis.

Rental income and depreciation expense on operating lease equipment is related to small and large ticket equipment we own and lease to others. Operating lease equipment is subject to depreciation expense over the useful life of the small and large ticket equipment, which is generally 3 - 10 years.

SVB Commercial

The SVB Commercial segment offers products and services to commercial clients and investors across stages, sectors and regions in the innovation ecosystem, as well as private equity and venture capital firms. The SVB Commercial segment provides solutions to the financial needs of commercial clients. Loan products consist of capital call lines of credit, investor dependent loans, and commercial and industrial loans made primarily to technology, life science and healthcare companies.

Revenue is primarily generated from interest earned on loans. Noninterest income is mostly generated from fees, including essentially all of client investment fees and most of the international fees, and other revenue from lending-related activities and banking services.

Deposit products include business and analysis checking accounts, money market accounts, multi-currency accounts, bank accounts, sweep accounts, and positive pay services. Services are provided through online and mobile banking platforms as well as branch locations.

Rail

The Rail segment offers customized leasing and financing solutions on a fleet of railcars and locomotives to railroads and shippers throughout North America. Railcar types include covered hopper cars used to ship grain and agricultural products, plastic pellets, sand, and cement; tank cars for energy products and chemicals; gondolas for coal, steel coil and mill service products; open-top hopper cars for coal and aggregates; boxcars for paper and auto parts; and centerbeams and flat cars for lumber. Revenue is generated primarily from rental income on operating lease equipment, which is included in noninterest income, and to a lesser extent, gains on sale of leasing equipment. Rental income is generally influenced by the size of the operating lease portfolio, utilization of the railcars, re-pricing of equipment renewed upon lease maturities, and pricing on new leases. Re-pricing refers to the rental rate in the renewed equipment contract compared to the prior contract.

Operating lease equipment is subject to depreciation expense over the useful life of the rail equipment, which is generally longer in duration, 40 - 50 years. The Rail segment leases railcars, primarily pursuant to full-service lease contracts under which we, as lessor, are responsible for railcar maintenance and repair. Maintenance and other operating lease expenses relate to equipment ownership and leasing costs associated with the railcar portfolio and tend to be variable due to timing and the number of railcars coming on or off lease as well as asset condition.

Corporate

All other financial information not included in the segments is reported in Corporate. Corporate contains BancShares’ centralized treasury function, which manages the investment security portfolio, interest-earning deposits at banks and corporate/wholesale funding (e.g., borrowings, Direct Bank deposits and brokered deposits). Corporate deposits are primarily comprised of Direct Bank deposits.

Corporate includes interest income on investment securities and interest-earning deposits at banks; interest expense for borrowings, Direct Bank deposits, and brokered deposits; as well as funds transfer pricing allocations. Noninterest income includes gains or losses on sales of investment securities, fair value adjustments on marketable equity securities, and income from bank owned life insurance. Personnel cost in Corporate includes the personnel costs not allocated to the operating segments. Corporate includes acquisition-related expenses and certain items related to accounting for business combinations, such as gains on acquisitions, Day 2 Provision for Credit Losses and discount accretion income for certain acquired loans. Corporate also includes the offsetting impacts of Allocated Expenses as discussed above.

Segment Results and Select Period End Balances

The following tables present the condensed income statements by segment and include the significant segment expenses and measure of segment profit or loss.


dollars in millions	Three Months Ended September 30, 2025
	General Bank		Commercial Bank		SVB Commercial		Rail		Corporate (1)		BancShares (2)
Net interest income (expense)	$	846	$	303	$	493	$	( 55 )	$	147	$	1,734
Rental income on operating lease equipment	—		54		—		219		—		273
All other noninterest income	166		101		135		2		22		426
Total noninterest income	166		155		135		221		22		699
Total revenue	1,012		458		628		166		169		2,433
Depreciation on operating lease equipment	—		43		—		55		—		98
Maintenance and other operating lease expenses	—		—		—		67		—		67
Personnel cost	213		74		106		6		418		817
Acquisition-related expenses	—		—		—		—		28		28
All other noninterest expense (3)	369		149		267		16		( 320 )		481
Total noninterest expense	582		266		373		144		126		1,491

Provision for credit losses	1		168		22		—		—		191
Income before income taxes	429		24		233		22		43		751
Income tax expense	109		6		58		5		5		183
Net income	$	320	$	18	$	175	$	17	$	38	$	568

Select Period End Balances
Loans and leases	$	65,225	$	38,841	$	40,629	$	63	$	—	$	144,758
Operating lease equipment, net	—		737		—		8,709		—		9,446

Deposits	74,596		2,978		39,891		2		45,723		163,190







	Three Months Ended September 30, 2024
	General Bank		Commercial Bank		SVB Commercial		Rail		Corporate (1)		BancShares (2)
Net interest income (expense)	$	760	$	305	$	560	$	( 48 )	$	219	$	1,796
Rental income on operating lease equipment	—		57		—		205		—		262
All other noninterest income	149		79		137		2		21		388
Total noninterest income	149		136		137		207		21		650
Total revenue	909		441		697		159		240		2,446
Depreciation on operating lease equipment	—		47		—		52		—		99
Maintenance and other operating lease expenses	—		—		—		59		—		59
Personnel cost	212		68		112		6		390		788
Acquisition-related expenses	—		—		—		—		46		46
All other noninterest expense (3)	341		150		272		14		( 313 )		464
Total noninterest expense	553		265		384		131		123		1,456

Provision for credit losses	55		11		51		—		—		117
Income before income taxes	301		165		262		28		117		873
Income tax expense	99		41		75		8		11		234
Net income	$	202	$	124	$	187	$	20	$	106	$	639

Select Period End Balances
Loans and leases	$	64,254	$	37,281	$	37,098	$	62	$	—	$	138,695
Operating lease equipment, net	—		767		—		8,419		—		9,186

Deposits	71,898		3,126		35,844		14		40,692		151,574

(1) Corporate includes all other financial information that is not included in the reportable segments.
(2) In the segment reporting table above, there are no reconciling differences between BancShares and the aggregate of all reportable segments and Corporate.
(3) All other noninterest expense represents “other segment items” under Accounting Standards Codification (“ASC”) 280 and primarily includes Allocated Expenses, net occupancy expense, equipment expense, professional fees, third-party processing fees, FDIC insurance expense, marketing expense, and intangible amortization. All other noninterest expense is presented net of Allocated Expenses in the segment reporting table above, resulting in Contra Expense for Corporate as further discussed above.


dollars in millions	Nine Months Ended September 30, 2025
	General Bank		Commercial Bank		SVB Commercial		Rail		Corporate (1)		BancShares (2)
Net interest income (expense)	$	2,458	$	895	$	1,476	$	( 160 )	$	423	$	5,092
Rental income on operating lease equipment	—		164		—		651		—		815
All other noninterest income	494		268		397		7		31		1,197
Total noninterest income	494		432		397		658		31		2,012
Total revenue	2,952		1,327		1,873		498		454		7,104
Depreciation on operating lease equipment	—		131		—		165		—		296
Maintenance and other operating lease expenses	—		—		—		180		—		180
Personnel cost	637		215		330		20		1,243		2,445
Acquisition-related expenses	—		—		—		—		108		108
All other noninterest expense (3)	1,090		462		804		56		( 957 )		1,455
Total noninterest expense	1,727		808		1,134		421		394		4,484

Provision for credit losses	60		300		100		—		—		460
Income before income taxes	1,165		219		639		77		60		2,160
Income tax expense (benefit)	298		56		162		19		( 1 )		534
Net income	$	867	$	163	$	477	$	58	$	61	$	1,626










	Nine Months Ended September 30, 2024
	General Bank		Commercial Bank		SVB Commercial		Rail		Corporate (1)		BancShares (2)
Net interest income (expense)	$	2,174	$	916	$	1,636	$	( 136 )	$	844	$	5,434
Rental income on operating lease equipment	—		172		—		604		—		776
All other noninterest income	446		239		405		8		42		1,140
Total noninterest income	446		411		405		612		42		1,916
Total revenue	2,620		1,327		2,041		476		886		7,350
Depreciation on operating lease equipment	—		141		—		152		—		293
Maintenance and other operating lease expenses	—		—		—		164		—		164
Personnel cost	604		205		354		20		1,094		2,277
Acquisition-related expenses	—		—		—		—		148		148
All other noninterest expense (3)	978		425		765		43		( 875 )		1,336
Total noninterest expense	1,582		771		1,119		379		367		4,218

Provision for credit losses	113		70		93		—		—		276
Income before income taxes	925		486		829		97		519		2,856
Income tax expense	270		127		235		27		120		779
Net income	$	655	$	359	$	594	$	70	$	399	$	2,077






(1) Corporate includes all other financial information that is not included in the reportable segments.
(2) In the segment reporting table above, there are no reconciling differences between BancShares and the aggregate of all reportable segments and Corporate.
(3) All other noninterest expense represents “other segment items” under ASC 280 and primarily includes Allocated Expenses, net occupancy expense, equipment expense, professional fees, third-party processing fees, FDIC insurance expense, marketing expense, and intangible amortization. All other noninterest expense is presented net of Allocated Expenses in the segment reporting table above, resulting in Contra Expense for Corporate as further discussed above.

NOTE 18 — COMMITMENTS AND CONTINGENCIES

Commitments

To meet the financing needs of its customers, BancShares and its subsidiaries have financial instruments with off-balance sheet risk. These financial instruments involve elements of credit, interest rate or liquidity risk and include commitments to extend credit and standby letters of credit.

The accompanying table summarizes credit-related commitments and other purchase and funding commitments:


dollars in millions	September 30, 2025		December 31, 2024
Financing Commitments
Financing assets (excluding leases)	$	51,935	$	53,250
Letters of Credit
Standby letters of credit	2,478		2,188
Other letters of credit	158		103
Deferred Purchase Agreements	1,870		1,802
Purchase and Funding Commitments (1)	232		178

(1) BancShares’ purchase and funding commitments relate to the equipment leasing businesses’ commitments to fund Rail’s railcar manufacturer purchase and upgrade commitments.

Financing Commitments

Commitments to extend credit are legally binding agreements to lend to customers. These commitments generally have fixed expiration dates or other termination clauses and may require payment of fees. Established credit standards control the credit risk exposure associated with these commitments. In some cases, BancShares requires collateral be pledged to secure the commitment, including cash deposits, securities and other assets.

Financing commitments, referred to as net unfunded loan commitments or lines of credit, primarily reflect BancShares’ agreements to lend to its customers, subject to the customers’ compliance with contractual obligations. At September 30, 2025 and December 31, 2024, substantially all undrawn financing commitments were senior facilities. Financing commitments also include $ 340 million and $ 79 million at September 30, 2025 and December 31, 2024, respectively, related to off-balance sheet commitments to fund equity investments. Commitments to fund equity investments are contingent on events that have yet to occur and may be subject to change.

As financing commitments may not be fully drawn, may expire unused, may be reduced or canceled at the customer’s request, and may require the customer to be in compliance with certain conditions, commitment amounts do not necessarily reflect actual future cash flow requirements.

The table above excludes uncommitted revolving credit facilities extended by Commercial Services to its clients for working capital purposes. In connection with these facilities, Commercial Services has the sole discretion throughout the duration of these facilities to determine the amount of credit that may be made available to its clients at any time and whether to honor any specific advance requests made by its clients under these credit facilities.

Letters of Credit

Standby letters of credit are commitments to pay the beneficiary thereof if drawn upon by the beneficiary upon satisfaction of the terms of the letter of credit. Those commitments are primarily issued to support public and private borrowing arrangements. To mitigate its risk, BancShares’ credit policies govern the issuance of standby letters of credit. The credit risk related to the issuance of these letters of credit is essentially the same as in extending loans to clients and, therefore, these letters of credit are collateralized when necessary. These financial instruments generate fees and involve, to varying degrees, elements of credit risk in excess of amounts recognized in the Consolidated Balance Sheets.

Deferred Purchase Agreements

A deferred purchase agreement (“DPA”) is provided in conjunction with factoring, whereby a client is provided with credit protection for trade receivables without purchasing the receivables. The trade receivables terms generally require payment in 90 days or less. If the client’s customer is unable to pay an undisputed receivable solely as the result of credit risk, BancShares is then required to purchase the receivable from the client, less any borrowings for such client based on such defaulted receivable. The outstanding amount in the table above, less $ 241 million and $ 166 million at September 30, 2025 and December 31, 2024, respectively, of borrowings for such clients, is the maximum amount that BancShares would be required to pay under all DPAs. This maximum amount would only occur if all receivables subject to DPAs default in the manner described above, thereby requiring BancShares to purchase all such receivables from the DPA clients.

The table above includes $ 1.83 billion and $ 1.74 billion of DPA exposures at September 30, 2025 and December 31, 2024, respectively, related to receivables on which BancShares has assumed the credit risk. The table also includes $ 37 million and $ 59 million available under DPA credit line agreements provided at September 30, 2025 and December 31, 2024, respectively. The DPA credit line agreements specify a contractually committed amount of DPA credit protection and are cancellable by us only after a notice period, which is typically 90 days or less.

Litigation and Other Contingencies

The Parent Company and certain of its subsidiaries have been named as a defendant in legal actions arising from its normal business activities in which damages in various amounts are claimed. BancShares is also exposed to litigation risk relating to the prior business activities of banks from which assets were acquired and liabilities assumed.

BancShares is involved, and from time to time in the future may be involved, in a number of pending and threatened judicial, regulatory, and arbitration proceedings as well as proceedings, investigations, examinations and other actions brought or considered by governmental and self-regulatory agencies. These matters arise in connection with the ordinary conduct of BancShares’ business. At any given time, BancShares may also be in the process of responding to subpoenas, requests for documents, data and testimony relating to such matters and engaging in discussions to resolve the matters (all of the foregoing collectively being referred to as “Litigation”). While most Litigation relates to individual claims, BancShares may be subject to putative class action claims and similar broader claims and indemnification obligations.

In light of the inherent difficulty of predicting the outcome of Litigation matters and indemnification obligations, particularly when such matters are in their early stages or where the claimants seek indeterminate damages, BancShares cannot state with confidence what the eventual outcome of the pending Litigation will be, what the timing of the ultimate resolution of these matters will be, or what the eventual loss, fines, or penalties related to each pending matter will be, if any. In accordance with applicable accounting guidance, BancShares’ establishes reserves for Litigation when those matters present loss contingencies as to which it is both probable that a loss will occur and the amount of such loss can reasonably be estimated. Based on currently available information, BancShares does not believe that the outcome of Litigation that is currently pending will have a material impact on BancShares’ consolidated financial statements. The actual results of resolving such matters may be substantially higher than the amounts reserved.

For certain Litigation matters in which BancShares is involved, BancShares is able to estimate a range of reasonably possible losses in excess of established reserves and insurance. For other matters for which a loss is probable or reasonably possible, such an estimate cannot be determined. For litigation and other matters where losses are reasonably possible and estimable, management currently estimates an aggregate range of reasonably possible losses to be up to approximately $ 20 million in excess of any established reserves and any insurance we reasonably believe we will collect related to those matters. This estimate represents reasonably possible losses (in excess of established reserves and insurance) over the life of such Litigation, which may span a currently indeterminable number of years, and is based on information currently available as of September 30, 2025. The Litigation matters underlying the estimated range will change from time to time, and actual results may vary significantly from this estimate.

Those Litigation matters for which an estimate is not reasonably possible or as to which a loss does not appear to be reasonably possible, based on current information, are not included within this estimated range and, therefore, this estimated range does not represent BancShares’ maximum loss exposure.

The foregoing statements about BancShares’ Litigation are based on BancShares’ judgments, assumptions, and estimates and are necessarily subjective and uncertain. In the event of unexpected future developments, it is possible that the ultimate resolution of these cases, matters, and proceedings, if unfavorable, may be material to BancShares’ consolidated financial position in a particular period.

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

Management’s discussion and analysis (“MD&A”) of earnings and related financial data is presented to assist in understanding the financial condition and results of operations of First Citizens BancShares, Inc. (the “Parent Company” and, when including all of its subsidiaries on a consolidated basis, “we,” “us,” “our,” or “BancShares”) and its banking subsidiary, First-Citizens Bank & Trust Company (“FCB”). Unless otherwise noted, the terms “we,” “us,” “our,” and “BancShares” in this section refer to the consolidated financial position and consolidated results of operations for BancShares.

This MD&A is expected to provide our investors with a view of our financial condition and results of operations from our management’s perspective. This MD&A should be read in conjunction with the unaudited consolidated financial statements and related notes presented within this Quarterly Report on Form 10-Q (this “Form 10-Q”), along with our consolidated financial statements and related MD&A of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Throughout this MD&A, references to a specific “Note” refer to Notes to the Unaudited Consolidated Financial Statements in Item 1. Financial Statements.

Intercompany accounts and transactions have been eliminated. Although certain amounts for prior years have been reclassified to conform with financial statement presentations for 2025, the reclassifications had no effect on stockholders’ equity or net income as previously reported. Refer to Note 1—Significant Accounting Policies and Basis of Presentation.

Management uses certain financial measures that are not presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) in its analysis of the financial condition and results of operations of BancShares. Refer to the "Non-GAAP Financial Measurements" section of this MD&A for a reconciliation of these financial measures to the most directly comparable financial measures in accordance with GAAP.

EXECUTIVE OVERVIEW

The Parent Company is a bank holding company (“BHC”) and financial holding company. The Parent Company is regulated by the Board of Governors of the Federal Reserve System (“Federal Reserve”) under the U.S. Bank Holding Company Act of 1956, as amended. The Parent Company is also registered under the BHC laws of North Carolina and is subject to supervision, regulation and examination by the North Carolina Office of the Commissioner of Banks (the “NCCOB”). BancShares conducts its banking operations through its wholly owned subsidiary, FCB, a state-chartered bank organized under the laws of the state of North Carolina. FCB is regulated by the NCCOB. In addition, FCB, as an insured depository institution, is supervised by the Federal Deposit Insurance Corporation (the “FDIC”).

BancShares provides financial services for a wide range of consumer and commercial clients. This includes retail and mortgage banking, wealth management, small and middle market banking, factoring and leasing. BancShares provides commercial factoring, receivables management and secured financing services to businesses (generally manufacturers or importers of goods) that operate in various industries, including apparel, textile, furniture, home furnishings and consumer electronics. BancShares also provides deposit, cash management and lending to homeowner associations and property management companies. BancShares also owns a fleet of railcars and locomotives that are leased to railroads and shippers.

BancShares delivers banking products and services to its customers through an extensive branch network and additionally operates a nationwide digital banking platform that delivers deposit products to consumers (the “Direct Bank”). Services offered at most branches include accepting deposits, cashing checks and providing for consumer and commercial cash needs. Consumer and business customers may also conduct banking transactions through various digital channels and a dedicated Private Bank.

In addition to our banking operations, we provide various investment products and services through FCB’s wholly owned subsidiaries, including First Citizens Investor Services, Inc. (“FCIS”) and First Citizens Asset Management, Inc. (“FCAM”), and a non-bank subsidiary First Citizens Capital Securities, LLC (“FCCS”). As a registered broker-dealer, FCIS provides a full range of investment products, including annuities, brokerage services and third-party mutual funds. As registered investment advisers, FCIS and FCAM provide investment management services and advice. FCCS is a broker-dealer that also provides underwriting and private placement services. We also have other wholly owned subsidiaries, including SVB Wealth LLC, SVB Asset Management, and First Citizens Institutional Asset Management, LLC, which are active investment advisers.

Refer to Note 17—Segment Information for further information regarding the products and services we provide.

Refer to the 2024 Form 10-K for a discussion of our strategy.

Recent Events

Branch Acquisition

On October 16, 2025, FCB announced that it had entered into an agreement to consummate the acquisition of 138 branches from BMO Bank N.A. (“BMO Bank”) located throughout the Midwest, Great Plains and West regions of the U.S. (the “BMO Branch Acquisition”). In connection with the BMO Branch Acquisition, FCB expects to assume approximately $5.7 billion in deposit liabilities and acquire approximately $1.1 billion in loans. We expect the transaction to close in mid-2026, subject to customary closing terms and conditions and regulatory approvals.

Debt Transactions

On September 5, 2025, the Parent Company issued and sold $600 million aggregate principal amount of its 5.600% Fixed Rate Reset Subordinated Notes due in 2035 in a public offering (the “Current Quarter Debt Issuance”). On March 12, 2025, the Parent Company issued and sold $500 million aggregate principal amount of its 5.231% Fixed-to-Floating Rate Senior Notes due in 2031 and $750 million aggregate principal amount of its 6.254% Fixed-to-Fixed Rate Subordinated Notes due in 2040 in a public offering (together with the Current Quarter Debt Issuance, the “2025 Debt Issuances”).

On June 15, 2025, the Parent Company executed a callable feature and redeemed all $350 million aggregate principal amount of its 3.375% Fixed-to-Floating Rate Subordinated Notes due in 2030 (the “Linked Quarter Debt Redemption”).

Share Repurchase Programs

On July 25, 2025, BancShares announced that the Board of Directors (the “Board”) authorized a new share repurchase program (the “2025 SRP”), which allows BancShares to repurchase shares of its Class A common stock in an aggregate amount up to $4.0 billion through December 31, 2026. Repurchases under the 2025 SRP commenced in September 2025 upon the completion of the $3.5 billion share repurchase program announced in July 2024 (the “2024 SRP”). The total capacity remaining under the 2025 SRP was $3.7 billion as of September 30, 2025 and $3.4 billion as of October 31, 2025.

During the third quarter of 2025, we repurchased 457,350 shares of our Class A common stock for approximately $900 million. Shares repurchased during the third quarter of 2025 represented 3.79% of Class A common shares and 3.50% of total Class A and Class B common shares outstanding at June 30, 2025. From inception of the 2024 SRP through September 30, 2025, we have repurchased 1,913,633 shares of our Class A common stock for approximately $3.79 billion, representing 14.15% of Class A common shares and 13.17% of total Class A and Class B common shares outstanding as of June 30, 2024. Subsequent to September 30, 2025, BancShares purchased an additional 183,077 shares of Class A common stock through October 31, 2025 under the 2025 SRP.

Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for additional information regarding monthly repurchase activity during the third quarter of 2025.

2025 Loan Class Changes

During the second quarter of 2025, the loan classes which were reported in the Silicon Valley Bank (“SVB”) portfolio in the 2024 Form 10-K were recast to the Commercial portfolio (the “2025 Loan Class Changes”) as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation. Loan and lease and allowance for loan and lease losses (“ALLL”) disclosures for all periods presented in this Form 10-Q were recast to reflect the 2025 Loan Class Changes.

Loan disclosures in the “Results by Segment” section of this MD&A were not recast as a result of the 2025 Loan Class Changes because the composition of reportable segments is separate and distinct from the identification of loan classes.

Termination of the Shared-Loss Agreement with the FDIC

On April 7, 2025, FCB and the FDIC entered into an agreement (the “Shared-Loss Termination Agreement”) to terminate the Shared-Loss Agreement (as defined in Note 2—Business Combinations). As a result of entering into the Shared-Loss Termination Agreement, all rights and obligations of the parties under the Shared-Loss Agreement terminated as of the date of the Shared-Loss Termination Agreement, including FCB’s reporting covenants and obligations related to FDIC Loss Sharing and FCB reimbursement (each as defined in Note 2—Business Combinations in our 2024 Form 10-K). The decision to enter into the Shared-Loss Termination Agreement was motivated, in part, by FCB’s determination that the likelihood of reaching the $5 billion loss threshold during the five-year period covered by the Shared-Loss Agreement was remote. Additionally, the Shared-Loss Termination Agreement eliminated the reporting responsibilities associated with the Shared-Loss Agreement. There was no impact to our consolidated balance sheets or statements of income resulting from the Shared-Loss Termination Agreement because there was no loss indemnification asset or true-up liability associated with the Shared-Loss Agreement, primarily based on evaluation of historical loss experience and the credit quality of the Covered Assets (as defined in Note 2—Business Combinations in our 2024 Form 10-K).

The risk-based capital ratio impacts resulting from the Shared-Loss Termination Agreement are discussed in the “Capital” section of this MD&A.

Changes to the Composition of Reportable Segments

We updated our segment reporting during the first quarter of 2025 as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation. We transferred certain components from the SVB Commercial and General Bank segments to the Commercial Bank segment and modified our segment expense allocation methodology. Segment disclosures for 2024 periods included in this Form 10-Q were recast to reflect the segment reporting updates. Refer to Note 17—Segment Information for descriptions of segment products and services and the “Results by Segment” section of this MD&A.

Recent Economic, Industry and Regulatory Developments

Entering 2025, the Federal Open Market Committee (“FOMC”) had reduced the benchmark federal funds rate to a range between 4.25% - 4.50% and maintained this level until its September meeting. During its September meeting, the FOMC reduced the benchmark federal funds rate by a quarter-point, to a range between 4.00% - 4.25%. On October 29, the FOMC again lowered the benchmark federal funds rate by a quarter-point, to a range between 3.75% - 4.00%.

The Trump administration has imposed, modified and paused tariffs multiple times since the beginning of 2025. Actual and threatened changes to U.S. trade policies have resulted in some countries enacting retaliatory measures. The imposition of increased tariffs and trade restrictions has contributed to uncertainty and volatility in the global financial markets. The current tariff environment is dynamic, and we are closely monitoring both the impact and potential impact of such measures on our business, our customers and on overall economic conditions in the United States.

Financial Performance Summary

The following tables in this MD&A include financial data for the three months ended September 30, 2025 (the “current quarter”), June 30, 2025 (the “linked quarter”) and September 30, 2024 (the “Prior Year Quarter”), along with the nine months ended September 30, 2025 (“current YTD”), and the nine months ended September 30, 2024 (“prior YTD”). In accordance with Item 303(c) of Regulation S-K, we focus our discussion of quarterly results of operations on changes compared to the linked quarter for the narrative discussion and analysis as we believe this provides investors and other users of our data with the most relevant information.

We focus the discussion of our financial position by comparing balances as of September 30, 2025 to December 31, 2024, however the tables also provide the linked quarter balances.

Table 1
Selected Financial Data


dollars in millions, except share data	Three Months Ended									Nine Months Ended
	September 30, 2025			June 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Results of Operations:
Interest income	$	2,998		$	2,945		$	3,138		$	8,838		$	9,352
Interest expense	1,264			1,250			1,342			3,746			3,918
Net interest income	1,734			1,695			1,796			5,092			5,434
Provision for credit losses	191			115			117			460			276
Net interest income after provision for credit losses	1,543			1,580			1,679			4,632			5,158
Noninterest income	699			678			650			2,012			1,916
Noninterest expense	1,491			1,500			1,456			4,484			4,218
Income before income taxes	751			758			873			2,160			2,856
Income tax expense	183			183			234			534			779
Net income	568			575			639			1,626			2,077
Preferred stock dividends	14			14			15			43			46
Net income available to common stockholders	$	554		$	561		$	624		$	1,583		$	2,031

Per Common Share Information:
Weighted average common shares outstanding (diluted)	12,849,339			13,237,226			14,375,974			13,217,940			14,481,919
Diluted earnings per common share	$	43.08		$	42.36		$	43.42		$	119.70		$	140.26

Key Performance Metrics:
Return on average assets	0.98		%	1.01		%	1.15		%	0.95		%	1.27		%
Net interest margin (1)	3.26			3.26			3.53			3.26			3.62
Net interest margin, excluding purchase accounting accretion or amortization (1) (2)	3.15			3.14			3.33			3.13			3.35

Select Average Balances:
Investment securities	$	44,827		$	43,935		$	38,189		$	44,110		$	35,769
Total loans and leases (3)	142,960			141,952			139,115			141,940			136,804
Operating lease equipment, net	9,463			9,419			9,028			9,412			8,908
Total assets	230,529			227,552			220,466			227,862			218,487
Total deposits	160,624			157,664			151,472			158,237			149,817
Total borrowings	38,258			38,379			37,448			38,015			37,502
Total stockholders’ equity	22,291			22,488			22,851			22,411			22,197


	As of the Period Ending
	September 30, 2025			June 30, 2025			September 30, 2024			December 31, 2024
Select Ending Balances:
Investment securities	$	45,124		$	43,346		$	38,663		$	44,090
Total loans and leases	144,758			141,269			138,695			140,221
Operating lease equipment, net	9,446			9,466			9,186			9,323
Total assets	233,488			229,653			220,567			223,720
Total deposits	163,190			159,935			151,574			155,229
Total borrowings	38,675			38,112			37,161			37,051
Total stockholders’ equity	21,986			22,296			22,828			22,228
Loan to deposit ratio	88.71		%	88.33		%	91.50		%	90.33		%
Noninterest-bearing deposits to total deposits	26.20			25.56			25.99			24.89

Capital Ratios:
Total risk-based capital	14.05		%	14.25		%	15.36		%	15.04		%
Tier 1 risk-based capital	12.15			12.63			13.78			13.53
Common equity Tier 1	11.65			12.12			13.24			12.99
Tier 1 leverage	9.34			9.62			10.17			9.90

Select Asset Quality Metrics:
Ratio of nonaccrual loans to total loans	0.97		%	0.93		%	0.90		%	0.84		%
Allowance for loan and lease losses to loans ratio	1.14			1.18			1.21			1.20

(1) Calculated net of average credit balances of factoring clients to appropriately reflect the interest-earning portion of factoring receivables.

(2) Net interest margin (“NIM”), excluding purchase accounting accretion or amortization (“PAA”), is a non-GAAP financial measure. Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

(3) Average loan balances include loans held for sale and nonaccrual loans.

Financial highlights are summarized below. Further details are discussed in the “Results of Operations” and “Balance Sheet Analysis” sections of this MD&A.

Third Quarter Income Statement Highlights

• Net income for the current quarter was $568 million , a decrease of $7 million or 1% from $575 million for the linked quarter. Net income available to common stockholders for the current quarter was $554 million, a decrease of $7 million or 1% from $561 million for the linked quarter. Earnings per basic and diluted common share for the current quarter was $43.08, an increase from $42.36 for the linked quarter. The decrease in net income available to common stockholders was due to higher provision for credit losses, partially offset by increases in net interest income (“NII”) and noninterest income, and lower noninterest expense as further discussed below.

• NII for the current quarter was $1.73 billion, an increase of $39 million or 2% from $1.70 billion for the linked quarter, largely due to increases in interest income on loans, investment securities and interest-earning deposits at banks, partially offset by an increase in interest expense on interest-bearing deposits. PAA for the current quarter was $61 million, a decrease of $5 million from $66 million for the linked quarter.

• NIM was 3.26% in both the current quarter and linked quarter as the decrease in yield on average interest-earning assets was offset by the decrease in rate paid on interest-bearing liabilities. NIM, excluding PAA (1) was 3.15% for the current quarter, an increase of 1 basis point (“bp”) over the linked quarter.

• Noninterest income for the current quarter was $699 million , an increase of $21 million or 3% from $678 million for the linked quarter, largely due to an increase in other noninterest income of $9 million, mainly attributable to gains on the sale of other assets, as well as an increase of $6 million in client investment fees.

• Noninterest expense for the current quarter was $1.49 billion, a decrease of $9 million or 1% from $1.50 billion for the linked quarter , mainly due to decreases in other noninterest expense of $20 million and acquisition-related expenses of $10 million, partially offset by increases in maintenance and other operating lease expenses of $12 million, personnel cost of $7 million, and equipment expense of $6 million. The decrease of $20 million in other noninterest expense was mainly due to the linked quarter including $15 million resulting from a vendor dispute and an increase in litigation reserves.

• Provision for credit losses for the current quarter was $191 million, an increase of $76 million from $115 million for the linked quarter . The current quarter provision for credit losses included a provision for loan and lease losses of $214 million, partially offset by a benefit for off-balance sheet credit exposure of $23 million.

◦ The provision for loan and lease losses for the current quarter was $214 million compared to $111 million for the linked quarter. The $103 million increase in the provision for loan and lease losses was mainly attributable to an increase in net charge-offs of $115 million, as well as the impact of a $20 million reserve release in the current quarter, compared to an $8 million reserve release in the linked quarter.

▪ The $115 million increase in net charge-offs was mainly due to an $82 million charge-off on a single supply chain finance client in the Commercial Bank segment. Changes in the ALLL are discussed in the “Provision for Credit Losses” section of this MD&A.

◦ The benefit for off-balance sheet credit exposure for the current quarter was $23 million compared to a provision for the linked quarter of $4 million, resulting in a decrease in provision of $27 million, largely due to lower available balances.

• Return on average assets for the current quarter was 0.98%, a decrease of 3 bps from 1.01% for the linked quarter due to the items discussed above .

(1) NIM, excluding PAA is a non-GAAP measure. Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further discussion.

Year-to-Date Income Statement Highlights

• Net income for the current YTD was $1.63 billion, a decrease of $451 million or 22% from $2.08 billion for the prior YTD. Net income available to common stockholders for the current YTD was $1.58 billion, a decrease of 22% from $2.03 billion for the prior YTD. Earnings per diluted common share for the current YTD was $119.70, a decrease from $140.26 for the prior YTD. The decrease in net income available to common stockholders was due to lower NII, higher noninterest expense and higher provision for credit losses, partially offset by lower income tax expense and higher noninterest income as further discussed below.

• NII for the current YTD was $5.09 billion, a decrease of $342 million or 6% from $5.43 billion for the prior YTD. NIM for the current YTD was 3.26%, a decrease of 36 bps from 3.62% for the prior YTD. The decreases in NII and NIM were mainly due to lower yields on loans and interest-earning deposits at banks, a mix shift from interest-earning deposits at banks to investment securities, a higher average balance of interest-bearing deposits, and a higher average balance and rate paid for borrowings, partially offset by a decline in the rate paid on interest-bearing deposits and a higher average balance of loans.

◦ PAA for the current YTD was $202 million, a decrease of $197 million from $399 million for the prior YTD. NIM, excluding PAA, (1) for the current YTD was 3.13%, a decrease of 22 bps from 3.35% for the prior YTD.

• Noninterest income for the current YTD was $2.01 billion, an increase of $96 million from $1.92 billion for the prior YTD, mostly due to increases in rental income on operating lease equipment of $39 million, lending-related fees of $13 million, international fees of $13 million, and wealth management services of $11 million, other noninterest income of $9 million and a favorable change of $7 million in the fair value of marketable equity securities.

• Noninterest expense for the current YTD was $4.48 billion, an increase of $266 million or 6% from $4.22 billion for the prior YTD, mostly due to increases in personnel cost of $168 million, marketing expense of $45 million, equipment expense of $36 million, other noninterest expense of $30 million and third-party processing fees of $20 million, partially offset by a decrease in acquisition-related expenses of $40 million.

• Provision for credit losses for the current YTD was $460 million, an increase of $184 million from $276 million for the prior YTD. The current YTD provision for credit losses included a provision for loan and lease losses of $473 million, partially offset by a benefit for off-balance sheet credit exposure of $13 million.

◦ The provision for loan and lease losses for the current YTD was $473 million, an increase of $162 million from $311 million for the prior YTD, mainly attributable to an increase in net charge-offs of $117 million, which included a charge-off of $82 million for a single client as discussed above, and a $45 million decline in the ALLL reserve release for the current YTD. Changes in the ALLL are discussed in the “Provision for Credit Losses” section of this MD&A.

◦ The benefit for off-balance sheet credit exposure for the current YTD was $13 million, compared to $35 million for the prior YTD. The decrease in the benefit of $22 million was mostly due to trends in the volume of unfunded commitments, partially offset by a modest shift in our weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A.

• Income tax expense for the current YTD was $534 million, a decrease of $245 million from $779 million for the prior YTD, primarily due to lower income before income taxes and a lower effective income tax rate (“ETR”).

• Return on average assets for the current YTD was 0.95% compared to 1.27% for the prior YTD due to the decrease in net income explained above .

Balance Sheet Highlights

• Loans and leases at September 30, 2025 were $144.76 billion, an increase of $4.54 billion or 3% from $140.22 billion at December 31, 2024. Loan growth of $3.26 billion in the SVB Commercial segment was concentrated in Global Fund Banking, partially offset by a decline in Tech and Healthcare. Loan growth in the Commercial Bank segment of $943 million was mainly in our industry verticals, primarily TMT and Healthcare, as well as Equipment Finance and Working Capital Solutions, which includes our factoring business. Loan growth of $338 million in the General Bank segment was primarily in Wealth.

• Investment securities at September 30, 2025 were $45.12 billion, an increase of $1.03 billion or 2% from $44.09 billion at December 31, 2024, as the purchase of short duration available for sale U.S. treasury and agency mortgage-backed securities were partially offset by maturities and paydowns.

• Deposits at September 30, 2025 were $163.19 billion, an increase of $7.96 billion or 5% from $155.23 billion at December 31, 2024. As shown in Table 3 below, the increase from December 31, 2024 was mainly attributable to deposit growth in Corporate of $3.49 billion (which primarily includes the Direct Bank), the SVB Commercial segment of $3.37 billion, and the General Bank segment of $1.64 billion, partially offset by a decline of $524 million in the Commercial Bank segment. Noninterest-bearing deposits grew by $4.12 billion or 10.7% compared to December 31, 2024 and represented 26.2% of total deposits as of September 30, 2025, compared to 24.9% at December 31, 2024.

• Borrowings at September 30, 2025 were $38.68 billion, an increase of $1.62 billion or 4% from $37.05 billion at December 31, 2024, primarily due to the 2025 Debt Issuances with aggregate principal amounts totaling $1.85 billion, partially offset by the $350 million Linked Quarter Debt Redemption.

• The ALLL at September 30, 2025 was $1.65 billion, a decrease of $24 million from $1.68 billion at December 31, 2024, as discussed above in the “Year-to-Date Income Statement Highlights.” The ALLL as a percentage of loans was 1.14% at September 30, 2025, a decrease of 6 bps from 1.20% at December 31, 2024.

• At September 30, 2025, BancShares remained well capitalized with a total risk-based capital ratio of 14.05%, a Tier 1 risk-based capital ratio of 12.15%, a common equity Tier 1 (“CET1”) ratio of 11.65% and a Tier 1 leverage ratio of 9.34%.

Funding, Liquidity and Capital Overview

Deposit Composition and Trends

We fund our business primarily through deposits. Deposits represented approximately 81% of total funding at September 30, 2025. The following table summarizes the composition, average size and uninsured percentages of our deposits:

Table 2
Select Deposit Data


	Deposits as of September 30, 2025
	Ending Balance (in millions)		Average Size (in thousands)		Uninsured %
General Bank segment	$	74,596	$	37	36	%
Commercial Bank segment	2,978		624		82
SVB Commercial segment	39,891		562		68
Corporate and Rail segment (1)	45,725		59		8
Total	$	163,190	57		37

(1) The average size is reflective of the Direct Bank deposits and excludes brokered deposits and rail.

The General Bank segment mainly includes deposits in our Branch Network, which deploys a relationship-based approach to deposit gathering. The Commercial Bank segment includes deposits of commercial customers, and the SVB Commercial segment includes deposits related to its commercial customer base. Deposits in Corporate mainly included $45.15 billion in our Direct Bank, with the remainder including brokered and other deposits.

As displayed in the table above, the average size of deposits varies across our business segments. The uninsured percentage is the percentage of uninsured deposits to total deposits at period end for the respective segments and Corporate. Total uninsured deposits were approximately $59.75 billion or 37% of total deposits at September 30, 2025 and $59.51 billion or 38% at December 31, 2024.

Table 3
Deposit Trends


dollars in millions	Deposit Balance

	September 30, 2025		June 30, 2025		December 31, 2024
General Bank segment	$	74,596	$	73,499	$	72,956
Commercial Bank segment	2,978		2,899		3,502
SVB Commercial segment	39,891		37,798		36,524
Corporate and Rail segment	45,725		45,739		42,247
Total deposits	$	163,190	$	159,935	$	155,229

Deposit trends for the segments and Corporate at September 30, 2025 compared to December 31, 2024 are discussed below:

• Corporate deposit growth of $3.49 billion was mainly in the Direct Bank, which consists primarily of savings accounts.

• SVB Commercial segment deposits increased $3.37 billion, despite the strategic decision to move $2.4 billion in select cash sweep deposits to off-balance sheet client funds during the first quarter of 2025. Deposit growth was mainly in noninterest-bearing deposits.

• General Bank segment deposit growth of $1.64 billion was primarily in the Branch Network, largely in money market and noninterest-bearing deposits.

• Commercial Bank segment deposit decline of $524 million was mostly in noninterest-bearing deposits.

Refer to the “Results by Segment” for a discussion of deposits at September 30, 2025 compared to June 30, 2025.

Liquidity Position

We strive to maintain a strong liquidity position and our risk appetite for liquidity is low. At September 30, 2025, we had $61.92 billion in high-quality liquid assets consisting of $23.92 billion in cash and interest-earning deposits at banks (primarily held at the Federal Reserve Bank (“FRB”)) and $38.01 billion in high-quality liquid securities (“HQLS”). HQLS are mainly comprised of U.S. agency mortgage-backed and U.S. Treasury investment securities. Additionally, we have unused borrowing capacity with the Federal Home Loan Bank (“FHLB”) and FRB of $18.02 billion and $13.33 billion, respectively.

In connection with the SVBB Acquisition (as defined and described in Note 2—Business Combinations), FCB and the FDIC, as lender and as collateral agent, entered into the Advance Facility Agreement (as defined and described in Note 2—Business Combinations). The draw period under the Advance Facility Agreement ended March 27, 2025, as of which date, FCB had no outstanding amounts under the facility. Subsequently, we increased our borrowing capacity under agreements with the FRB through expansion of the eligible loan population to targeted loans historically not pledged to the FRB. Refer to the “Liquidity Risk” section of this MD&A for further discussion.

Also in connection with the SVBB Acquisition, FCB issued a five-year, 3.50% fixed rate Purchase Money Note (as defined in Note 2—Business Combinations), which had a carrying value of $35.85 billion at September 30, 2025. While scheduled principal payments are not required until maturity in March 2028, FCB may voluntarily prepay principal without a premium or penalty. We will continue to monitor the interest rate environment and assess whether any voluntary prepayments are prudent considering the fixed rate of 3.50%. Potential sources that could fund voluntary prepayments or the amount due at maturity include excess liquidity (primarily comprised of interest-earning deposits at banks and proceeds from maturities and paydowns of investment securities), FHLB advances, deposit growth, and issuance of unsecured debt or other borrowings. At the time of voluntary prepayment or maturity, the interest rates for the potential interest-bearing sources of repayment could be higher than the 3.50% rate.

Investment Securities Duration

At September 30, 2025, our investment securities portfolio primarily consisted of debt securities available for sale and held to maturity as summarized below. We manage debt security market risk by monitoring the average duration of our investment securities portfolio. The duration of our investment securities was approximately 2.5 years at September 30, 2025. The investment securities available for sale portfolio had an average duration of 2.1 years and the held to maturity portfolio had an average duration of 4.2 years. Refer to the “Interest-earning Assets—Investment Securities” section of this MD&A and Note 3—Investment Securities for further information.

Table 4
Investment Securities Summary


dollars in millions	September 30, 2025
	Composition (1)		Amortized Cost		Fair Value		Fair Value to Amortized Cost
Total investment securities available for sale	79.6	%	$	35,187	$	34,963	99.4	%
Total investment securities held to maturity	20.1		10,051		8,838		87.9
Investment in marketable equity securities	0.3		78		110		141.5
Total investment securities	100	%	$	45,316	$	43,911
(1) Calculated as a percentage of the total fair value of investment securities.

Capital Position

At September 30, 2025, all regulatory capital ratios for BancShares and FCB exceeded the Prompt Corrective Action (“PCA”) well capitalized thresholds and Basel III requirements as further discussed in the “Capital” section of this MD&A.

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

NII is affected by changes in interest rates and changes in the amount and composition of interest-earning assets and interest-bearing liabilities. Interest income and expense and the respective yields and rates include amortization of premiums, accretion of discounts, and impacts from hedging activities.

The following tables present the average balances of interest-earning assets and interest-bearing liabilities with the associated yields and rates, interest income and expense, and changes therein due to changes in volume and yields or rates. Changes in interest income and expense due to changes in (i) volume (average balances of interest-earning assets and interest-bearing liabilities) and (ii) yields or rates are based on the following:

• The change in NII due to volume is calculated as the change in average balance multiplied by the yield or rate from the prior period.

• The change in NII due to yield or rate is calculated as the change in yield or rate multiplied by the average balance from the prior period.

• The change in NII due to changes in both volume and yield or rate (i.e., portfolio mix) is calculated as the change in rate multiplied by the change in volume. This component is allocated between the changes due to volume and yield or rate based on the ratio each component bears to the absolute dollar amounts of their total.

• Tax equivalent NII was not materially different from NII, therefore we present NII in our analysis.

Table 5
Average Balances, Yields and Rates, NII, and NIM (Current Quarter to Linked Quarter)


dollars in millions	Average Balance								Yield / Rate					Interest Income / Expense
	Three Months Ended				Increase (Decrease)				Three Months Ended					Three Months Ended						Increase (Decrease) due to:
	Sep 30, 2025		Jun 30, 2025						Sep 30, 2025		Jun 30, 2025		Increase (decrease) bps	Sep 30, 2025		Jun 30, 2025		Increase (Decrease)		Volume (1)		Yield /Rate (1)
Loans and leases (1) (2)	$	141,785	$	140,699	$	1,086	1	%	6.44	%	6.47	%	(3)	$	2,300	$	2,270	$	30	$	32	$	(2)
Investment securities	44,827		43,935		892		2		3.83		3.79		4	430		416		14		10		4
Securities purchased under agreements to resell	284		237		47		20		4.32		4.34		(2)	3		3		—		—		—
Interest-earning deposits at banks	24,146		23,304		842		4		4.36		4.40		(4)	265		256		9		11		(2)
Total interest-earning assets (2)	$	211,042	$	208,175	$	2,867	1		5.64		5.67		(3)	$	2,998	$	2,945	$	53	$	53	$	—

Noninterest-earning assets	19,487		19,377		110		1
Total assets	$	230,529	$	227,552	$	2,977	1

Interest-bearing deposits
Checking with interest	$	23,028	$	22,929	$	99	—	%	1.70	%	1.69	%	1	$	99	$	97	$	2	$	—	$	2
Money market	39,396		37,980		1,416		4		2.82		2.84		(2)	280		269		11		12		(1)
Savings	47,005		46,163		842		2		3.66		3.72		(6)	435		428		7		11		(4)
Time deposits	11,146		11,510		(364)		(3)		3.45		3.48		(3)	97		100		(3)		(2)		(1)
Total interest-bearing deposits	120,575		118,582		1,993		2		3.00		3.02		(2)	911		894		17		21		(4)
Borrowings:


Securities sold under customer repurchase agreements	442		471		(29)		(6)		0.51		0.57		(6)	1		—		1		1		—

Senior unsecured borrowings	555		555		—		—		5.27		5.27		—	7		8		(1)		(1)		—
Subordinated debt	1,350		1,473		(123)		(8)		5.02		5.23		(21)	17		19		(2)		(1)		(1)
Other borrowings	35,911		35,880		31		—		3.66		3.66		—	328		329		(1)		—		(1)
Long-term borrowings	37,816		37,908		(92)		—		3.73		3.74		(1)	352		356		(4)		(2)		(2)
Total borrowings	38,258		38,379		(121)		—		3.70		3.71		(1)	353		356		(3)		(1)		(2)
Total interest-bearing liabilities	$	158,833	$	156,961	$	1,872	1		3.16		3.19		(3)	$	1,264	$	1,250	$	14	$	20	$	(6)

Noninterest-bearing liabilities	$	49,405	$	48,103	$	1,302	3
Stockholders' equity	22,291		22,488		(197)		(1)
Total liabilities and stockholders’ equity	$	230,529	$	227,552	$	2,977	1

Net interest spread (2)									2.48	%	2.48	%	—
Net interest margin and net interest income (2)									3.26	%	3.26	%	—	$	1,734	$	1,695	$	39

(1) Loans and leases include nonaccrual loans and loans held for sale. Interest income on loans and leases includes accretion income and loan fees.

(2) The average balances and yields for loans and leases are calculated net of average credit balances of factoring clients to appropriately reflect the interest-earning portion of factoring receivables.

NII and NIM (Current Quarter Compared to Linked Quarter)

The table above quantifies the increases or decreases for the current quarter compared to the linked quarter for NII and NIM, as well as average balances of interest-earning assets and interest-bearing liabilities, and the respective yields earned and rates paid. The main reasons for the increases and decreases are explained below:

• NII for the current quarter was $1.73 billion, an increase of $39 million or 2%, from $1.70 billion for the linked quarter. NII, excluding PAA, (1) was $1.67 billion for the current quarter, an increase of $44 million from $1.63 billion, for the linked quarter. The main reasons for the increases in NII and NII, excluding PAA, (1) are explained below:

◦ Interest and fees on loans for the current quarter was $2.30 billion, an increase of $30 million or 1%, from $2.27 billion for the linked quarter. The increase was mainly due to a higher day count and a higher average balance, partially offset by a modest decline in yield.

▪ Interest and fees on loans, excluding loan PAA, (1) were $2.23 billion for the current quarter, an increase of $34 million, from $2.20 billion for the linked quarter .

▪ Loan PAA was $71 million for the current quarter, a decrease of $4 million, from $75 million for the linked quarter .

◦ Interest income on investment securities (including securities purchased under agreements to resell) for the current quarter was $433 million, an increase of $14 million or 4%, from $419 million for the linked quarter, due to increases in the average balance, yield and day count.

◦ Interest income on interest-earning deposits at banks for the current quarter was $265 million, an increase of $9 million or 4%, from $256 million for the linked quarter, due to a higher average balance and a higher day count, partially offset by a slight decline in yield.

◦ Interest expense on borrowings for the current quarter was $353 million, a decrease of $3 million or 1%, from $356 million for the linked quarter, due to a modest decline in the average balance and rate paid as the Linked Quarter Debt Redemption impacted the average balance and rate for the entire current quarter, partially offset by the Current Quarter Debt Issuance. We expect interest expense on borrowings to increase in the fourth quarter of 2025 as the Current Quarter Debt Issuance will impact the average balance and rate for the entire quarter. Refer to the “Recent Events” section of this MD&A for further discussion.

◦ Interest expense on interest-bearing deposits for the current quarter was $911 million, an increase of $17 million, from $894 million for the linked quarter, as the impacts of a higher average balance and a higher day count were partially offset by a lower rate paid.

• NIM was 3.26% in both the current quarter and linked quarter as the decrease in yield on average interest-earning assets was offset by the decrease in rate paid on interest-bearing liabilities. NIM, excluding PAA, (1) was 3.15% for the current quarter, an increase of 1 bps, from 3.14% for the linked quarter .

◦ The yield on average interest-earning assets for the current quarter was 5.64%, a decrease of 3 bps, from 5.67% for the linked quarter, mainly due to a lower loan yield and a decline in loan PAA.

◦ The rate paid on average interest-bearing liabilities for the current quarter was 3.16%, a decrease of 3 bps, from 3.19% for the linked quarter, primarily due to a lower rate paid on interest-bearing deposits, partially offset by the impact of a higher average balance of interest-bearing deposits.

Refer to the “Financial Performance Summary—Balance Sheet Highlights,” “Interest-earning Assets,” and “Interest-bearing Liabilities” sections of this MD&A for discussions of balance sheet trends that impact average interest-earning assets, average interest-bearing liabilities, and the related yields earned and rates paid.

(1) Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further information.

Table 6
Average Balances, Yields and Rates, NII, and NIM (Current Quarter to Prior Year Quarter)


dollars in millions	Average Balance								Yield / Rate					Interest Income / Expense
	Three Months Ended				Increase (Decrease) from Prior Year Quarter				Three Months Ended					Three Months Ended						Increase (Decrease) due to:
	Sep 30, 2025		Sep 30, 2024						Sep 30, 2025		Sep 30, 2024		Increase (decrease) bps	Sep 30, 2025		Sep 30, 2024		Increase (Decrease)		Volume (1)		Yield /Rate (1)
Loans and leases (1) (2)	$	141,785	$	137,602	$	4,183	3	%	6.44	%	7.03	%	(59)	$	2,300	$	2,430	$	(130)	$	75	$	(205)
Investment securities	44,827		38,189		6,638		17		3.83		3.70		13	430		354		76		64		12
Securities purchased under agreements to resell	284		241		43		18		4.32		5.34		(102)	3		4		(1)		—		(1)
Interest-earning deposits at banks	24,146		26,167		(2,021)		(8)		4.36		5.33		(97)	265		350		(85)		(25)		(60)
Total interest-earning assets (2)	$	211,042	$	202,199	$	8,843	4		5.64		6.18		(54)	$	2,998	$	3,138	$	(140)	$	114	$	(254)

Noninterest-earning assets	19,487		18,267		1,220		7
Total assets	$	230,529	$	220,466	$	10,063	5

Interest-bearing deposits
Checking with interest	$	23,028	$	23,946	$	(918)	(4)	%	1.70	%	2.23	%	(53)	$	99	$	134	$	(35)	$	(5)	$	(30)
Money market	39,396		34,132		5,264		15		2.82		3.24		(42)	280		278		2		40		(38)
Savings	47,005		39,939		7,066		18		3.66		4.34		(68)	435		436		(1)		72		(73)
Time deposits	11,146		14,429		(3,283)		(23)		3.45		4.29		(84)	97		156		(59)		(32)		(27)
Total interest-bearing deposits	120,575		112,446		8,129		7		3.00		3.55		(55)	911		1,004		(93)		75		(168)
Borrowings:
Securities sold under customer repurchase agreements	442		384		58		15		0.51		0.55		(4)	1		—		1		1		—



Senior unsecured borrowings	555		361		194		54		5.27		2.59		268	7		2		5		2		3
Subordinated debt	1,350		900		450		50		5.02		3.34		168	17		8		9		4		5
Other borrowings	35,911		35,803		108		—		3.66		3.66		—	328		328		—		—		—
Long-term borrowings	37,816		37,064		752		2		3.73		3.64		9	352		338		14		6		8
Total borrowings	38,258		37,448		810		2		3.70		3.61		9	353		338		15		7		8
Total interest-bearing liabilities	$	158,833	$	149,894	$	8,939	6		3.16		3.57		(41)	$	1,264	$	1,342	$	(78)	$	82	$	(160)

Noninterest-bearing liabilities	$	49,405	$	47,721	$	1,684	4
Stockholders' equity	22,291		22,851		(560)		(3)
Total liabilities and stockholders’ equity	$	230,529	$	220,466	$	10,063	5

Net interest spread (2)									2.48	%	2.61	%	(13)
Net interest margin and net interest income (2)									3.26	%	3.53	%	(27)	$	1,734	$	1,796	$	(62)

(1) Loans and leases include nonaccrual loans and loans held for sale. Interest income on loans and leases includes accretion income and loan fees.

Table 7
Average Balances, Yields and Rates, NII, and NIM (Current YTD to Prior Year YTD)


dollars in millions	Average Balance								Yield / Rate					Interest Income / Expense
	Nine Months Ended				Increase (Decrease) from Prior Year Quarter				Nine Months Ended					Nine Months Ended						Increase (Decrease) due to:
	Sep 30, 2025		Sep 30, 2024						Sep 30, 2025		Sep 30, 2024		Increase (decrease) bps	Sep 30, 2025		Sep 30, 2024		Increase (Decrease)		Volume (1)		Yield /Rate (1)
Loans and leases (1) (2)	$	140,668	$	135,302	$	5,366	4	%	6.46	%	7.11	%	(65)	$	6,806	$	7,206	$	(400)	$	275	$	(675)
Investment securities	44,110		35,769		8,341		23		3.80		3.58		22	1,257		960		297		235		62
Securities purchased under agreements to resell	268		240		28		12		4.34		5.37		(103)	9		10		(1)		1		(2)
Interest-earning deposits at banks	23,386		29,192		(5,806)		(20)		4.38		5.38		(100)	766		1,176		(410)		(212)		(198)
Total interest-earning assets (2)	$	208,432	$	200,503	$	7,929	4		5.66		6.22		(56)	$	8,838	$	9,352	$	(514)	$	299	$	(813)

Noninterest-earning assets	19,430		17,984		1,446		8
Total assets	$	227,862	$	218,487	$	9,375	4

Interest-bearing deposits
Checking with interest	$	23,292	$	24,112	$	(820)	(3)	%	1.72	%	2.22	%	(50)	$	300	$	401	$	(101)	$	(13)	$	(88)
Money market	38,055		32,364		5,691		18		2.83		3.14		(31)	806		760		46		125		(79)
Savings	45,707		38,290		7,417		19		3.74		4.33		(59)	1,280		1,242		38		221		(183)
Time deposits	11,752		15,712		(3,960)		(25)		3.55		4.28		(73)	312		504		(192)		(115)		(77)
Total interest-bearing deposits	118,806		110,478		8,328		8		3.04		3.51		(47)	2,698		2,907		(209)		218		(427)
Borrowings:
Securities sold under customer repurchase agreements	447		398		49		12		0.53		0.49		4	2		1		1		1		—



Senior unsecured borrowings	428		371		57		16		5.20		2.53		267	17		7		10		1		9
Subordinated debt	1,262		904		358		40		4.68		3.32		136	44		23		21		10		11
Other borrowings	35,878		35,829		49		—		3.66		3.65		1	985		980		5		1		4
Long-term borrowings	37,568		37,104		464		1		3.71		3.63		8	1,046		1,010		36		12		24
Total borrowings	38,015		37,502		513		1		3.67		3.59		8	1,048		1,011		37		13		24
Total interest-bearing liabilities	$	156,821	$	147,980	$	8,841	6		3.19		3.53		(34)	$	3,746	$	3,918	$	(172)	$	231	$	(403)

Noninterest-bearing liabilities	$	48,630	$	48,310	$	320	1
Stockholders' equity	22,411		22,197		214		1
Total liabilities and stockholders’ equity	$	227,862	$	218,487	$	9,375	4

Net interest spread (2)									2.47	%	2.69	%	(22)
Net interest margin and net interest income (2)									3.26	%	3.62	%	(36)	$	5,092	$	5,434	$	(342)

(1) Loans and leases include nonaccrual loans and loans held for sale. Interest income on loans and leases includes accretion income and loan fees.

NII and NIM (Current YTD Compared to Prior YTD)

The table above quantifies the increases or decreases for the current YTD compared to the prior YTD for NII and NIM, as well as average balances of interest-earning assets and interest-bearing liabilities, and the respective yields earned and rates paid. The main reasons for the increases and decreases are explained below:

• NII for the current YTD was $5.09 billion, a decrease of $342 million or 6%, from $5.43 billion for the prior YTD. NII, excluding PAA, (1) was $4.89 billion for the current YTD, a decrease of $145 million, from $5.04 billion for the prior YTD. The main reasons for the decreases in NII and NII, excluding PAA, (1) are explained below:

◦ Interest income on interest-earning deposits at banks for the current YTD was $766 million, a decrease of $410 million or 35%, from $1.18 billion for the prior YTD, due to a lower average balance and a decline in the federal funds rate.

◦ Interest and fees on loans for the current YTD was $6.81 billion, a decrease of $400 million or 6%, from $7.21 billion for the prior YTD, mainly due to a lower yield and lower loan PAA, partially offset by the impact of a higher average balance.

• Interest and fees on loans, excluding loan PAA, (1) was $6.58 billion for the current YTD, a decrease of $215 million, from $6.79 billion for the prior YTD .

• Loan PAA was $230 million in the current YTD, a decrease of $185 million, from $415 million for the prior YTD.

◦ Interest expense on borrowings for the current YTD was $1.05 billion, an increase of $37 million or 4%, from $1.01 billion for the prior YTD, primarily due to a higher rate paid and a higher average, reflecting the 2025 Debt Issuances.

◦ Interest income on investment securities (including securities purchased under agreements to resell) for the current YTD was $1.27 billion, an increase of $296 million or 31%, from $970 million for the prior YTD, mainly due to a higher average balance and a higher yield.

◦ Interest expense on interest-bearing deposits for the current YTD was $2.70 billion, a decrease of $209 million or 7%, from $2.91 billion for the prior YTD, as a lower rate paid was partially offset by the impact of a higher average balance.

• NIM for the current YTD was 3.26%, a decrease of 36 bps, from 3.62% for the prior YTD. The decline in NIM was mainly due to the impacts of lower yields on loans and interest-earning deposits at banks, a mix shift from interest-earning deposits at banks to investment securities, a higher average balance of interest-bearing deposits, lower PAA, and a higher average balance and rate paid on borrowings, partially offset by the impacts of a decline in the rate paid on interest-bearing deposits and a higher average balance of loans. NIM, excluding PAA, (1) was 3.13% for the current YTD, a decrease of 22 bps, from 3.35% for the prior YTD.

◦ The yield on average interest-earning assets for the current YTD was 5.66%, a decrease of 56 bps, from 6.22% for the prior YTD, mainly due to a decline in yield on loans and interest-earning deposits at banks, as well as lower loan PAA, partially offset by a higher yield on investment securities.

◦ The rate paid on average interest-bearing liabilities for the current YTD was 3.19%, a decrease of 34 bps, from 3.53% for the prior YTD, primarily due to a lower rate paid on interest-bearing deposits, partially offset by the impacts of a higher average balance of interest-bearing deposits, and a higher average balance and rate paid for borrowings as a result of the 2025 Debt Issuances.

(1) Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further information.

The following table shows the types of average interest-earning assets as a percentage of total average interest-earning assets.

Table 8
Average Interest-earning Asset Mix



	Three Months Ended						Nine Months Ended
	September 30, 2025		June 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Loans and leases	67	%	68	%	68	%	68	%	67	%
Investment securities	21		21		19		21		18

Interest-earning deposits at banks	12		11		13		11		15
Total interest-earning assets	100	%	100	%	100	%	100	%	100	%

The following table shows the types of average interest-bearing liabilities as a percentage of total average interest-bearing liabilities.

Table 9
Average Interest-bearing Liability Mix



	Three Months Ended						Nine Months Ended
	September 30, 2025		June 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Total interest-bearing deposits	76	%	76	%	75	%	76	%	75	%


Long-term borrowings	24		24		25		24		25
Total interest-bearing liabilities	100	%	100	%	100	%	100	%	100	%

Provision for Credit Losses

Table 10
Provision for Credit Losses


dollars in millions	Three Months Ended						Increase (Decrease) from Linked Quarter				Nine Months Ended				Increase (Decrease) Year to Date
	September 30, 2025		June 30, 2025		September 30, 2024						September 30, 2025		September 30, 2024

Provision for loan and lease losses	$	214	$	111	$	123	$	103	94	%	$	473	$	311		$	162	52	%


Provision (benefit) for off-balance sheet credit exposure	(23)		4		(6)		(27)		(614)		(13)		(35)			22		63


Provision for credit losses	$	191	$	115	$	117	$	76	66	%	$	460	$	276		$	184	67	%

The provision for credit losses for the current quarter was $191 million, an increase of $76 million, from $115 million for the linked quarter . The current quarter provision for credit losses included a provision for loan and lease losses of $214 million, partially offset by a benefit for off-balance sheet credit exposure of $23 million.

• The provision for loan and lease losses for the current quarter was $214 million, an increase of $103 million, from $111 million for the linked quarter, mainly attributable to an increase in net charge-offs of $115 million, as well as the impact of a $20 million reserve release in the current quarter, compared to a $8 million reserve release in the linked quarter.

◦ The $115 million increase in net charge-offs was mainly due to an $82 million charge-off on a single supply chain finance client in the Commercial Bank segment.

◦ The decrease of $20 million in the ALLL at September 30, 2025, compared to June 30, 2025, primarily reflected improvements in the economic outlook and other changes, including the elimination of reserves related to Hurricane Helene, partially offset by higher specific reserves for individually evaluated loans, and growth in global fund banking loans which have a lower loss rate relative to our other portfolios.

• The benefit for off-balance sheet credit exposure for the current quarter was $23 million compared to a provision for the linked quarter of $4 million, resulting in a decrease in provision of $27 million, largely due to lower available balances.

The provision for credit losses for the current YTD was $460 million, an increase of $184 million, from $276 million for the prior YTD. The current YTD provision for credit losses included a provision for loan and lease losses of $473 million, partially offset by a benefit for off-balance sheet credit exposure of $13 million.

• The provision for loan and lease losses for the current YTD was $473 million, an increase of $162 million, from $311 million for the prior YTD, mainly attributable to an increase in net charge-offs of $117 million, which included a charge-off of $82 million for a single client as discussed above, and a decline in the ALLL reserve release in the current YTD of $45 million as a result of a $24 million reserve release in the current YTD compared to a $69 million reserve release in the prior YTD.

◦ The decrease of $24 million in the ALLL at September 30, 2025, compared to December 31, 2024, reflected the changes discussed above in the linked quarter comparison, and a modest shift in our weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A, partially offset by the impact of loan growth.

• The benefit for off-balance sheet credit exposure for the current YTD was $13 million, a decrease of $22 million, compared to $35 million for the prior YTD. The lower benefit of $22 million was mostly due to trends in the volume of unfunded commitments, partially offset by a modest shift in our weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A.

The ALLL and net charge-offs are further discussed in the “Risk Management—Credit Risk” section of this MD&A and in Note 5—Allowance for Loan and Lease Losses.

Noninterest Income

The primary sources of noninterest income consist of rental income on operating lease equipment, lending-related fees, deposit fees and service charges, client investment fees, wealth management services, international fees, factoring commissions, cardholder and merchant services, and insurance commissions.

Table 11
Noninterest Income


dollars in millions	Three Months Ended						Increase (Decrease) from Linked Quarter				Nine Months Ended				Increase (Decrease) Year to Date
	September 30, 2025		June 30, 2025		September 30, 2024						September 30, 2025		September 30, 2024
Rental income on operating lease equipment	$	273	$	272	$	262	$	1	—	%	$	815	$	776		$	39	5	%
Lending-related fees	67		69		67		(2)		(3)		202		189			13		7
Deposit fees and service charges	61		59		57		2		3		178		172			6		4
Client investment fees	58		52		55		6		13		163		159			4		2
Wealth management services	57		55		54		2		3		168		157			11		7
International fees	34		33		29		1		4		99		86			13		15
Factoring commissions	18		18		19		—		—		53		55			(2)		(3)
Cardholder services, net	39		41		42		(2)		(6)		121		122			(1)		(1)
Merchant services, net	12		13		12		(1)		(6)		39		36			3		7
Insurance commissions	13		14		14		(1)		(9)		41		42			(1)		(2)
Realized gain on sale of investment securities, net	—		—		4		—		—		—		4			(4)		(100)
Fair value adjustment on marketable equity securities, net	13		2		9		11		470		10		3			7		264
Gain on sale of leasing equipment, net	3		8		5		(5)		(65)		16		19			(3)		(15)

Loss on extinguishment of debt	—		—		—		—		—		—		(2)			2		100
Other noninterest income	51		42		21		9		20		107		98			9		8

Total noninterest income	$	699	$	678	$	650	$	21	3	%	$	2,012	$	1,916		$	96	5	%

Noninterest income for the current quarter was $699 million, an increase of $21 million or 3%, from $678 million for the linked quarter, primarily due to the following:

• The favorable change of $11 million in the fair value of marketable equity securities was due to higher market prices for the underlying securities.

• The increase in other noninterest income of $9 million was mainly attributable to gains on the sale of other assets.

• The increase of $6 million in client investment fees was mostly due to a higher average balance of client funds.

• The decrease of $5 million in gain on sale of leasing equipment was primarily the result of lower rail equipment sale margin, due to the railcar types sold.

Noninterest income for the current YTD was $2.01 billion, an increase of $96 million or 5%, from $1.92 billion for the prior YTD as further discussed below:

• The increase in rental income on operating lease equipment of $39 million was mainly the result of growth in the railcar portfolio.

• The increase in lending-related fees of $13 million was mostly in syndication fees.

• The increase in international fees of $13 million reflected higher volumes and commissions on foreign currency exchange transactions.

• The increase in wealth management services of $11 million was due to growth in assets under management.

• The increase in other noninterest income of $9 million was largely due a higher favorable change in the fair value of non-marketable equity securities and customer derivative positions, partially offset by a write-down of a held for sale asset in the current YTD.

• The favorable change of $7 million in the fair value of marketable equity securities was due to higher market prices for the underlying securities.

Noninterest Expense

Table 12
Noninterest Expenses


dollars in millions	Three Months Ended						Increase (Decrease) from Linked Quarter				Nine Months Ended				Increase (Decrease) Year to Date
	September 30, 2025		June 30, 2025		September 30, 2024						September 30, 2025		September 30, 2024
Depreciation on operating lease equipment	$	98	$	100	$	99	$	(2)	(1)	%	$	296	$	293		$	3	1	%
Maintenance and other operating lease expenses	67		55		59		12		20		180		164			16		10
Personnel cost	817		810		788		7		1		2,445		2,277			168		7
Net occupancy expense	58		61		62		(3)		(6)		177		182			(5)		(3)
Equipment expense	137		131		128		6		4		404		368			36		10
Professional fees	26		30		42		(4)		(12)		81		91			(10)		(10)
Third-party processing fees	67		63		55		4		6		193		173			20		12
FDIC insurance expense	38		38		31		—		—		114		105			9		8
Marketing expense	33		32		20		1		2		97		52			45		86
Acquisition-related expenses	28		38		46		(10)		(27)		108		148			(40)		(27)
Intangible asset amortization	13		13		15		—		—		41		47			(6)		(14)
Other noninterest expense	109		129		111		(20)		(15)		348		318			30		9

Total noninterest expense	$	1,491	$	1,500	$	1,456	$	(9)	(1)	%	$	4,484	$	4,218		$	266	6	%

Noninterest expense for the current quarter was $1.49 billion, a decrease of $9 million or 1%, from $1.50 billion for the linked quarter as further discussed below:

• The decrease in other noninterest expense of $20 million was mainly due to the linked quarter including accruals for $15 million resulting from a vendor dispute and an increase in litigation reserves.

• The decrease in acquisition-related expenses of $10 million is summarized in Table 13 below.

• The increase in maintenance and other operating lease expenses of $12 million is discussed in the “Results by Segment—Rail” section of this MD&A.

• The increase in personnel cost of $7 million was due to an additional payroll day and net staff additions partially offset by a decline in temporary contractor costs.

• The increase in equipment expense of $6 million was mainly due to higher software-related costs.

Noninterest expense for the current YTD was $4.48 billion, an increase of $266 million or 6%, from $4.22 billion for the prior YTD as further discussed below:

• The increase in personnel cost of $168 million was mainly due to net staff additions, annual merit increases, and promotions.

• The increase in marketing expense of $45 million was primarily due to marketing for Direct Bank deposits.

• The increase in equipment expense of $36 million was mostly due to higher software-related costs, including accelerated depreciation.

• The increase in other noninterest expense of $30 million was largely due to the linked quarter accruals of $15 million discussed above.

• The increase of $20 million in third-party processing fees was due to higher transaction volume and additional services.

• The increase of $16 million in maintenance and other operating lease expenses are discussed in the “Results by Segment—Rail” section of this MD&A.

• The decrease in acquisition-related expenses of $40 million is summarized in Table 13 below.

• The decrease of $10 million in professional fees was due to lower consulting services and legal fees.

Table 13
Acquisition-related Expenses


dollars in millions	Three Months Ended						Nine Months Ended
	September 30, 2025		June 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Personnel cost	$	12	$	15	$	16	$	42	$	57
Professional fees	15		20		28		61		77



Other acquisition-related expense	1		3		2		5		14
Total acquisition-related expense	$	28	$	38	$	46	$	108	$	148

Acquisition-related personnel cost primarily includes severance and retention costs for employees associated with business combinations. These amounts are recognized over the requisite service period, if any.

Acquisition-related professional fees mainly include consulting, legal and accounting costs associated with business combinations and the related integration, optimization, and business process reengineering, including enhancements to technology. These amounts are expensed as incurred.

Income Taxes

Table 14
Income Tax Data


dollars in millions	Three Months Ended										Nine Months Ended
	September 30, 2025			June 30, 2025			September 30, 2024			September 30, 2025		September 30, 2024
Income before income taxes	$	751		$	758		$	873					$	2,160		$	2,856
Income tax expense	$	183		$	183		$	234					$	534		$	779
Effective income tax rate	24.4		%	24.1		%	26.8		%				24.7		%	27.3		%

The ETR was 24.4% for the current quarter compared to 24.1% for the linked quarter. The modestly higher ETR for the current quarter was mostly due to the revaluation of the deferred tax liability as a result of a change in state law enacted in the linked quarter. The ETR was 24.7% for the current YTD compared to 27.3% for the prior YTD. The decrease for the current YTD ETR compared to the prior YTD was primarily due to increased tax credits and a reduction in the state and local income tax rate.

The ETR is impacted by a number of factors, including the relative mix of domestic and international earnings, effects of changes in enacted tax laws, adjustments to valuation allowances, and discrete items. The ETR in future periods may vary from the current quarter ETR due to changes in these factors.

BancShares monitors and evaluates the potential impact of current events on the estimates used to establish income tax expense and income tax liabilities. On a periodic basis, we evaluate our income tax positions based on current tax law and positions taken by various tax auditors within the jurisdictions where BancShares is required to file income tax returns, as well as potential or pending audits or assessments by tax auditors. Refer to Note 15—Income Taxes for additional information.

Refer to the “Executive Overview—Recent Events” for a brief discussion on tax reform legislation enacted on July 4, 2025.

RESULTS BY SEGMENT

We made changes to the composition of our reportable segments during the first quarter of 2025 as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation and briefly summarized in the “Recent Events” section earlier in this MD&A. Segment disclosures for 2024 periods included in this Form 10-Q were recast to reflect the changes.

BancShares’ segments include the General Bank, the Commercial Bank, SVB Commercial, and Rail. All other financial information not included in the segments is reported in the Corporate section of the segment disclosures. Under our segment expense allocation methodology, allocated expenses increase noninterest expense of the applicable segment(s), with an offsetting decrease to Corporate noninterest expense. “All other noninterest expense” in the segment reporting tables below includes the effect of allocated expenses, resulting in a reduction to expense (or “Contra Expense”) for Corporate.

Refer to Note 17—Segment Information for descriptions of segment products and services.

General Bank

Table 15
General Bank: Financial Data


dollars in millions	Three Months Ended						Increase (Decrease) from Linked Quarter				Nine Months Ended				Increase (Decrease) Year to Date
Earnings Summary	September 30, 2025		June 30, 2025		September 30, 2024						September 30, 2025		September 30, 2024
Net interest income	$	846	$	824	$	760	$	22	3	%	$	2,458	$	2,174		$	284	13	%
Total noninterest income	166		164		149		2		1		494		446			48		11
Total revenue	1,012		988		909		24		2		2,952		2,620			332		13
Personnel cost	213		210		212		3		1		637		604			33		5

All other noninterest expense	369		370		341		(1)		—		1,090		978			112		11
Total noninterest expense	582		580		553		2		—		1,727		1,582			145		9

Provision for credit losses	1		13		55		(12)		(90)		60		113			(53)		(47)
Income before income taxes	429		395		301		34		8		1,165		925			240		26
Income tax expense	109		101		99		8		7		298		270			28		10
Net income	$	320	$	294	$	202	$	26	9		$	867	$	655		$	212	32
Pre-provision net revenue (“PPNR”) (1)	$	430	$	408	$	356	$	22	5	%	$	1,225	$	1,038		$	187	18	%
Select Period End Balances
Loans and leases	$	65,225	$	64,987	$	64,254	$	238	—	%	$	65,225	$	64,254		$	971	2	%


Deposits	74,596		73,499		71,898		1,097		1		74,596		71,898			2,698		4

(1) PPNR is a non-GAAP measure. Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

General Bank segment net income for the current quarter increased $26 million compared to the linked quarter, primarily due to higher NII and lower provision for credit losses .

• The $22 million increase in NII was largely due to a lower rate paid on interest-bearing deposits, along with a higher loan yield, and the impact of loan growth.

• The $12 million decrease in provision for credit losses reflected a reserve release, largely in residential mortgage and credit card loans.

General Bank segment loans were $65.23 billion at September 30, 2025, an increase of $238 million compared to $64.99 billion at June 30, 2025, as growth was spread amongst various portfolios.

General Bank segment deposits were $74.60 billion at September 30, 2025, an increase of $1.10 billion compared to $73.50 billion at June 30, 2025, as growth was primarily concentrated in our Branch Network and Wealth. Deposit growth was in money market and noninterest-bearing checking, partially offset by lower time deposits.

General Bank segment net income for the current YTD increased $212 million compared to the prior YTD, primarily due to higher NII, lower provision for credit losses, and higher noninterest income, partially offset by increases in personnel cost and all other noninterest expense.

• The $284 million increase in NII was mainly due to a lower rate paid on interest-bearing deposits, as well as the impact of loan growth , partially offset by the impact of deposit growth.

• The $53 million decrease in provision for credit losses reflects the ALLL build during the prior YTD, the elimination of reserves related to Hurricane Helene in the current YTD, and the modest shift in our weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A.

• The $48 million increase in total noninterest income was mostly due to increases in wealth management services, deposit fees and service charges, and cardholder services.

• The $112 million increase in all other noninterest expense was spread amongst various accounts, including allocated expenses. Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

• The $33 million increase in personnel cost was mainly due to annual merit increases and promotions.

Commercial Bank

Table 16
Commercial Bank: Financial Data


dollars in millions	Three Months Ended						Increase (Decrease) from Linked Quarter				Nine Months Ended				Increase (Decrease) Year to Date
Earnings Summary	September 30, 2025		June 30, 2025		September 30, 2024						September 30, 2025		September 30, 2024
Net interest income	$	303	$	299	$	305	$	4	1	%	$	895	$	916		$	(21)	(2)	%
Noninterest Income
Rental income on operating lease equipment	54		54		57		—		—		164		172			(8)		(4)
Less: depreciation on operating lease equipment	43		44		47		(1)		(2)		131		141			(10)		(6)

Net rental income on operating lease equipment (1)	11		10		10		1		10		33		31			2		6
All other noninterest income	101		98		79		3		4		268		239			29		12
Total noninterest income (2)	155		152		136		3		3		432		411			21		5
Noninterest income, net of depreciation (1)	112		108		89		4		4		301		270			31		11
Total revenue	458		451		441		7		2		1,327		1,327			—		—
Revenue, net of depreciation (1)	415		407		394		8		2		1,196		1,186			10		1
Noninterest Expense
Personnel cost	74		69		68		5		7		215		205			10		4

All other noninterest expense	149		154		150		(5)		(4)		462		425			37		9
Total noninterest expense (3)	266		267		265		(1)		(1)		808		771			37		5
Noninterest expense, net of depreciation (1)	223		223		218		—		—		677		630			47		7

Provision for credit losses	168		47		11		121		257		300		70			230		330
Income before income taxes	24		137		165		(113)		(82)		219		486			(267)		(55)
Income tax expense	6		35		41		(29)		(83)		56		127			(71)		(56)
Net income	$	18	$	102	$	124	$	(84)	(82)		$	163	$	359		$	(196)	(54)
PPNR (1)	$	192	$	184	$	176	$	8	5	%	$	519	$	556		$	(37)	(7)	%
Select Period End Balances
Loans and leases	$	38,841	$	38,691	$	37,281	$	150	—	%	$	38,841	$	37,281		$	1,560	4	%
Operating lease equipment, net	737		750		767		(13)		(2)		737		767			(30)		(4)

Deposits	2,978		2,899		3,126		79		3		2,978		3,126			(148)		(5)

(1) Net rental income on operating lease equipment; noninterest income, net of depreciation; revenue, net of depreciation; noninterest expense, net of depreciation; and PPNR are non-GAAP measures. Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

(2) Total noninterest income includes rental income on operating lease equipment and all other noninterest income.

(3) Total noninterest expense includes depreciation on operating lease equipment.

Commercial Bank segment net income for the current quarter decreased $84 million compared to the linked quarter, mostly due to a higher provision for credit losses.

• The $121 million increase in provision for credit losses was mainly due to higher net charge-offs compared to the linked quarter, including an $82 million charge-off on a single supply chain finance client.

• The $29 million decrease in income tax expense reflected lower income before income taxes.

Commercial Bank segment loans were $38.84 billion at September 30, 2025, an increase of $150 million compared to $38.69 billion at June 30, 2025, primarily due to growth in the Working Capital Solutions portfolio, partially offset by a decline in Real Estate Finance.

Commercial Bank segment deposits were $2.98 billion at September 30, 2025, an increase of $79 million from $2.90 billion at June 30, 2025.

Commercial Bank segment net income for the current YTD decreased $196 million compared to the prior YTD, primarily due to a higher provision for credit losses, higher noninterest expense, and lower NII, partially offset by higher noninterest income and lower income tax expense.

• The $230 million increase in provision for credit losses was mainly due to higher net charge-offs in the current YTD, the impact of loan growth, and a higher reserve release in the prior YTD, partially offset by the modest shift in our

weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A.

• The $37 million increase in all other noninterest expense was spread amongst various accounts, including allocated expenses. Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

• The $21 million decrease in NII was mostly due to a lower loan yield, partially offset by the impact of loan growth and lower deposit costs.

• The $21 million increase in total noninterest income is largely due to lending fees, including capital markets fees, partially offset by lower rental income on operating lease equipment.

• The $71 million decrease in income tax expense reflected lower income before income taxes.

SVB Commercial

Table 17
SVB Commercial: Financial Data


dollars in millions	Three Months Ended						Increase (Decrease) from Linked Quarter				Nine Months Ended				Increase (Decrease) Year to Date
Earnings Summary	September 30, 2025		June 30, 2025		September 30, 2024						September 30, 2025		September 30, 2024
Net interest income	$	493	$	490	$	560	$	3	1	%	$	1,476	$	1,636		$	(160)	(10)	%
Total noninterest income	135		130		137		5		3		397		405			(8)		(2)
Total revenue	628		620		697		8		1		1,873		2,041			(168)		(8)
Personnel cost	106		110		112		(4)		(3)		330		354			(24)		(7)

All other noninterest expense	267		272		272		(5)		(2)		804		765			39		5
Total noninterest expense	373		382		384		(9)		(2)		1,134		1,119			15		1

Provision for credit losses	22		55		51		(33)		(62)		100		93			7		7
Income before income taxes	233		183		262		50		28		639		829			(190)		(23)
Income tax expense	58		47		75		11		26		162		235			(73)		(31)
Net income	$	175	$	136	$	187	$	39	28	%	$	477	$	594		$	(117)	(20)	%
PPNR (1)	$	255	$	238	$	313	$	17	7	%	$	739	$	922		$	(183)	(20)	%
Select Period End Balances
Loans and leases	$	40,629	$	37,529	$	37,098	$	3,100	8	%	$	40,629	$	37,098		$	3,531	10	%


Deposits	39,891		37,798		35,844		2,093		6		39,891		35,844			4,047		11

(1) PPNR is a non-GAAP measure. Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

SVB Commercial segment net income for the current quarter increased $39 million compared to the linked quarter, mainly due to a lower provision for credit losses, higher noninterest income, and lower noninterest expense, partially offset by higher income tax expense.

• The $33 million decrease in provision for credit losses was largely due to a reserve release related to both off-balance sheet credit exposures and loans and leases, as well as lower specific reserves for individually evaluated investor dependent loans.

• The $5 million increase in total noninterest income was primarily in client investment fees.

• The $5 million decrease in all other noninterest expense was spread amongst various accounts, including allocated expenses. Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

• The $11 million increase in income tax expense reflected the increase in income before income taxes.

SVB Commercial segment loans were $40.63 billion at September 30, 2025, an increase of $3.10 billion compared to $37.53 billion at June 30, 2025, primarily related to growth in Global Fund Banking.

SVB Commercial segment deposits were $39.89 billion at September 30, 2025, an increase of $2.09 billion compared to $37.80 billion at June 30, 2025, mainly due to deposit growth in Global Fund Banking. Most of the growth was in noninterest-bearing checking accounts.

SVB Commercial segment net income for the current YTD decreased $117 million compared to the prior YTD, mainly due to lower NII, higher total noninterest expense, lower noninterest income, and higher provision for credit losses, partially offset by lower income tax expense .

• The $160 million decrease in NII was largely due to a lower loan yield, partially offset by a lower rate paid on interest-bearing deposits, as well as the impact of loan growth.

• The $39 million increase in all other noninterest expense was spread amongst various accounts, including allocated expenses. Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

• The $8 million decrease in noninterest income was mainly in lending-related fees and cardholder services, partially offset by higher international fees, reflecting higher volumes and commissions on foreign currency exchange transactions, and client investment fees, due to a higher average balance of client funds.

• The $7 million increase in provision for credit losses primarily reflected an increase in net charge-offs, partially offset by a modest shift in our weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A.

• The $73 million decrease in income tax expense reflected the decrease in income before income taxes.

Rail

Table 18
Rail: Financial Data


dollars in millions	Three Months Ended						Increase (Decrease) from Linked Quarter				Nine Months Ended				Increase (Decrease) Year to Date
Earnings Summary	September 30, 2025		June 30, 2025		September 30, 2024						September 30, 2025		September 30, 2024
Net interest income (expense)	$	(55)	$	(53)	$	(48)	$	2	2	%	$	(160)	$	(136)		$	(24)	18	%
Noninterest Income
Rental income on operating lease equipment	219		218		205		1		1		651		604			47		8
Less: depreciation on operating lease equipment	55		56		52		(1)		1		165		152			13		8
Less: maintenance and other operating lease expenses	67		55		59		12		20		180		164			16		10
Net rental income on operating lease equipment (1)	97		107		94		(10)		(9)		306		288			18		6
All other noninterest income	2		3		2		(1)		(67)		7		8			(1)		(20)
Total noninterest income (2)	221		221		207		—		—		658		612			46		7
Noninterest income, net of depreciation and maintenance (1)	99		110		96		(11)		(10)		313		296			17		6
Total revenue	166		168		159		(2)		(1)		498		476			22		4
Revenue, net of depreciation and maintenance (1)	44		57		48		(13)		(23)		153		160			(7)		(4)
Noninterest Expense
Personnel cost	6		6		6		—		—		20		20			—		—

All other noninterest expense	16		26		14		(10)		(42)		56		43			13		28
Total noninterest expense (3)	144		143		131		1		1		421		379			42		11
Noninterest expense, net of depreciation and maintenance (1)	22		32		20		(10)		(31)		76		63			13		21

Provision for credit losses	—		—		—		—		—		—		—			—		—
Income before income taxes	22		25		28		(3)		(12)		77		97			(20)		(20)
Income tax expense	5		6		8		(1)		(13)		19		27			(8)		(27)
Net income	$	17	$	19	$	20	$	(2)	(12)	%	$	58	$	70		$	(12)	(18)	%
PPNR (1)	$	22	$	25	$	28	$	(3)	(12)	%	$	77	$	97		$	(20)	(21)	%
Select Period End Balances
Loans and leases	$	63	$	62	$	62	$	1	—	%	$	63	$	62		$	1	—	%
Operating lease equipment, net	8,709		8,716		8,419		(7)		—		8,709		8,419			290		3

Deposits	2		3		14		(1)		(28)		2		14			(12)		(86)

(1) Net rental income on operating lease equipment; noninterest income, net of depreciation and maintenance; noninterest expense, net of depreciation and maintenance; revenue, net of depreciation and maintenance; and PPNR are non-GAAP measures. Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

(2) Total noninterest income includes rental income on operating lease equipment and all other noninterest income.

(3) Total noninterest expense includes depreciation on operating lease equipment.

Rail segment net income for the current quarter decreased $2 million compared to the linked quarter, mostly due to higher maintenance and other operating lease expenses, partially offset by lower all other noninterest expense, largely due to the linked quarter including an accrual for the previously discussed vendor dispute.

Rail segment net income for the current YTD decreased $12 million compared to the prior YTD, mostly due to lower NII and higher total noninterest expense, partially offset by higher rental income on operating lease equipment.

• The $24 million decrease in NII was primarily due to higher funding costs, reflective of the increase in operating lease equipment.

• The $13 million increase in all other noninterest expense was primarily due to the previously mentioned vendor dispute.

• Depreciation on operating lease equipment increased $13 million, reflective of growth in operating lease equipment, and maintenance and other operating lease expenses increased $16 million.

• The $47 million increase in rental income on operating lease equipment reflected higher rental income on portfolio growth and strong repricing.

• The $8 million decrease in income tax expense reflected the decrease in income before income taxes.

Railcar Portfolio

Our fleet is diverse and the average re-pricing of equipment upon lease maturities was 118% of the average prior or expiring lease rate during the current quarter. Railcar utilization, including commitments to lease, was 96.8% at September 30, 2025, compared to 97.6% at December 31, 2024.

Rail segment customers include all of the U.S. and Canadian Class I railroads (i.e., railroads with annual revenues of approximately $500 million and greater) and other railroads, as well as manufacturers and commodity shippers. Our total operating lease fleet at September 30, 2025 consisted of approximately 127,600 railcars and locomotives.

The following tables reflect the proportion of railcars by type based on units and net investment, and rail operating lease equipment by obligor industry:

Table 19
Operating Lease Railcar Portfolio by Type (units and net investment)


	September 30, 2025				June 30, 2025				December 31, 2024
Railcar Type	Total Owned Fleet - % Total Units		Total Owned Fleet - % Total Net Investment		Total Owned Fleet - % Total Units		Total Owned Fleet - % Total Net Investment		Total Owned Fleet - % Total Units		Total Owned Fleet - % Total Net Investment
Covered hoppers	45	%	41	%	45	%	41	%	45	%	42	%
Tank cars	27		39		28		39		27		38
Mill/ coil gondolas	8		6		8		6		8		6
Coal	7		1		7		1		7		1
Boxcars	5		5		6		5		6		6
Other	8		8		6		8		7		7
Total	100	%	100	%	100	%	100	%	100	%	100	%

Table 20
Rail Operating Lease Equipment by Obligor Industry


dollars in millions	September 30, 2025				June 30, 2025				December 31, 2024
Manufacturing	$	3,706	43	%	$	3,659	42	%	$	3,467	40	%
Rail	1,975		23		2,011		23		2,003		23
Wholesale	1,532		18		1,550		18		1,505		18
Oil and gas extraction / services	493		6		483		5		583		7
Energy and utilities	213		2		222		3		239		3
Other	791		8		791		9		776		9
Total	$	8,710	100	%	$	8,716	100	%	$	8,573	100	%

Corporate

Table 21
Corporate: Financial Data


dollars in millions	Three Months Ended						Increase (Decrease) from Linked Quarter				Nine Months Ended				Increase (Decrease) Year to Date
Earnings Summary	September 30, 2025		June 30, 2025		September 30, 2024						September 30, 2025		September 30, 2024
Net interest income	$	147	$	135	$	219	$	12	9	%	$	423	$	844		$	(421)	(50)	%
Total noninterest income	22		11		21		11		117		31		42			(11)		(26)
Total revenue	169		146		240		23		17		454		886			(432)		(49)
Personnel cost	418		415		390		3		1		1,243		1,094			149		14
Acquisition-related expenses	28		38		46		(10)		(27)		108		148			(40)		(27)
All other noninterest expense	(320)		(325)		(313)		5		2		(957)		(875)			(82)		9
Total noninterest expense	126		128		123		(2)		—		394		367			27		8

Provision for credit losses	—		—		—		—		—		—		—			—		—
Income before income taxes	43		18		117		25		146		60		519			(459)		(88)
Income tax expense (benefit)	5		(6)		11		11		176		(1)		120			(121)		(101)
Net income	$	38	$	24	$	106	$	14	60	%	$	61	$	399		$	(338)	(85)	%
PPNR (1)	$	43	$	18	$	117	$	25	145	%	$	60	$	519		$	(459)	(88)	%
Select Period End Balances



Deposits	45,723		45,736		40,692		(13)		—		45,723		40,692			5,031		12

(1) PPNR is a non-GAAP measure. Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

Corporate net income increased $14 million compared to the linked quarter, mainly due to higher NII and noninterest income, as well as lower acquisition-related costs, partially offset by higher income tax expense.

• The $12 million increase in NII reflected higher interest income on investment securities and interest-earning deposits at banks, partially offset by higher interest expense on deposits, and lower loan PAA.

• The $11 million increase in noninterest income was largely due to favorable changes in the fair value of marketable equity securities.

• The $10 million decrease in acquisition-related expenses is presented in Table 13 in the “Noninterest Expense” section of this MD&A.

• The $11 million increase in income tax expense reflected higher income before income taxes.

Corporate deposits were $45.72 billion at September 30, 2025, a decrease of $13 million compared to $45.74 billion at June 30, 2025, as a modest increase in Direct Bank deposits was offset by a decline in other deposits. Total deposits in Corporate primarily include $45.15 billion of Direct Bank deposits, with the remaining balance consisting of brokered and other deposits.

Corporate net income for the current YTD decreased $338 million compared to the prior YTD, primarily reflecting lower NII and higher personnel cost, partially offset by lower all other noninterest expense, acquisition-related expenses and income tax expense.

• The $421 million decrease in NII was mainly due to the impacts of a lower average balance of interest-earning deposits at banks, a higher average balance of interest-bearing deposits, and lower loan PAA, partially offset by the impacts of a higher average balance of investment securities and a lower rate paid on interest-bearing deposits.

• The $149 million increase in personnel cost was mainly due to annual merit increases and promotions, as well as net staff additions.

• The $82 million decrease in all other noninterest expense was spread amongst various accounts, including allocated expenses. Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

• The $40 million decrease in acquisition-related expenses is presented in Table 13 in the “Noninterest Expense” section of this MD&A.

• The $121 million decrease in income tax expense reflected lower income before income taxes.

BALANCE SHEET ANALYSIS

The following discussion provides additional information about the major components of our balance sheet. Information regarding our ALLL is included in the “Risk Management—Credit Risk—ALLL Methodology” section of this MD&A and in Note 5—Allowance for Loan and Lease Losses. Information regarding our capital and regulatory capital is included in the “Capital” section of this MD&A.

Interest-earning Assets

Interest-earning assets include interest-earning deposits at banks, securities purchased under agreements to resell, investment securities, loans held for sale, and loans and leases, all of which reflect varying interest rates based on the risk level and repricing characteristics of the underlying asset. Higher-risk investments typically carry a higher interest rate, but could expose us to higher levels of market and/or credit risk. We strive to maintain a high level of interest-earning assets relative to total assets.

Interest-earning Deposits at Banks

Interest-earning deposits at banks are primarily comprised of interest-earning deposits at the FRB. Interest-earning deposits at banks as of September 30, 2025 totaled $24.80 billion, an increase of $3.43 billion or 16% from $21.36 billion at December 31, 2024. The increase from December 31, 2024 reflected deposit growth and net increases in debt, partially offset by the impacts of Class A common share repurchases, loan growth, and net purchases of investment securities.

Securities Purchased Under Agreements to Resell

Securities purchased under agreements to resell at September 30, 2025 totaled $83 million, a decrease of $75 million from $158 million at December 31, 2024.

Investment Securities

The primary objective of the investment portfolio is to generate incremental income by deploying excess funds into securities that have minimal liquidity risk and low to moderate interest rate risk and credit risk. Other objectives include acting as a stable source of liquidity, serving as a tool for asset and liability management and maintaining an interest rate risk profile compatible with our objectives. Additionally, purchases of equities and corporate bonds in other financial institutions have been made under a long-term earnings optimization strategy. Changes in the total balance of our investment securities portfolio result from trends in balance sheet funding and market performance. Generally, when inflows arising from deposit and treasury services products exceed loan and lease demand, we invest excess funds into the securities portfolio or into interest-earning deposits at banks. Conversely, when loan demand exceeds growth in deposits and short-term borrowings, we allow interest-earning deposits at banks to decline and use proceeds from maturing securities and prepayments to fund loan growth. Refer to Note 3—Investment Securities and “Funding, Liquidity and Capital Overview” in the “Executive Overview” section of this MD&A for additional disclosures regarding investment securities.

The carrying value of investment securities at September 30, 2025 totaled $45.12 billion, an increase of $1.03 billion or 2% from $44.09 billion at December 31, 2024. The increase from December 31, 2024 resulted from purchases of $7.87 billion, which were primarily U.S agency residential mortgage-backed and short-duration U.S. Treasury investment securities partially offset by maturities, sales, and payments of $7.60 billion, and non-cash items, such as fair value changes for investment securities available for sale and marketable equity securities, along with amortization and accretion.

Our portfolio of investment securities available for sale consists of mortgage-backed securities issued by government agencies and government sponsored entities, U.S. Treasury securities, corporate bonds, and municipal bonds. Investment securities available for sale are reported at fair value and unrealized gains and losses are included as a component of accumulated other comprehensive income (“AOCI”), net of deferred taxes. As of September 30, 2025, investment securities available for sale had a net pretax unrealized loss of $224 million, compared to $762 million as of December 31, 2024, primarily reflecting changes in interest rates and maturities. The fair value of investment securities is impacted by interest rates, credit spreads, market volatility and liquidity conditions. The fair value of the investment securities portfolio generally increases when interest rates decrease or when credit spreads tighten. Given the consistently strong credit rating of the U.S. Treasury, and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, no allowance for credit loss was required as of September 30, 2025. For corporate bonds, we analyzed the changes in interest rates relative to when the investment securities were purchased or acquired, and considered other factors including changes in credit ratings, delinquencies, and other macroeconomic factors. We determined no allowance for credit loss was required as of September 30, 2025.

Our portfolio of investment securities held to maturity consists of similar mortgage-backed securities, U.S. Treasury securities and government agency securities described above, as well as securities issued by the Supranational Entities & Multilateral Development Banks and FDIC guaranteed certificates of deposit with other financial institutions. Given the consistently strong credit rating of the U.S. Treasury and the Supranational Entities & Multilateral Development Banks, and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, we determined that no allowance for credit loss was required for investment securities held to maturity at September 30, 2025.

The following table presents the investment securities portfolio, segregated by major category:

Table 22
Investment Securities


dollars in millions	September 30, 2025						June 30, 2025						December 31, 2024
	Amortized Cost		Fair Value		Composition (1)		Amortized Cost		Fair Value		Composition (1)		Amortized Cost		Fair Value		Composition (1)
Investment securities available for sale:
U.S. Treasury	$	13,729	$	13,781	31.4	%	$	12,125	$	12,170	29.0	%	$	13,897	$	13,903	32.7	%
Government agency	53		52		0.1		62		60		0.1		79		77		0.2
Residential mortgage-backed securities	17,550		17,435		39.7		17,118		16,924		40.3		16,161		15,620		36.7
Commercial mortgage-backed securities	3,582		3,428		7.8		3,695		3,536		8.4		3,869		3,666		8.6
Corporate bonds	256		250		0.6		364		353		0.8		489		467		1.1
Municipal bonds	17		17		—		17		17		—		17		17		—

Total investment securities available for sale	$	35,187	$	34,963	79.6	%	$	33,381	$	33,060	78.6	%	$	34,512	$	33,750	79.3	%
Investment in marketable equity securities	$	78	$	110	0.3	%	$	78	$	97	0.2	%	$	79	$	101	0.2	%
Investment securities held to maturity:
U.S. Treasury	$	387	$	369	0.8	%	$	486	$	465	1.1	%	$	483	$	452	1.1	%
Government agency	1,459		1,395		3.2		1,493		1,415		3.4		1,489		1,374		3.2
Residential mortgage-backed securities	4,568		4,083		9.3		4,548		4,002		9.5		4,558		3,878		9.1
Commercial mortgage-backed securities	3,358		2,733		6.2		3,359		2,726		6.5		3,407		2,729		6.5

Supranational securities	277		256		0.6		302		279		0.7		300		267		0.6
Other	2		2		—		1		1		—		2		2		—
Total investment securities held to maturity	$	10,051	$	8,838	20.1	%	$	10,189	$	8,888	21.2	%	$	10,239	$	8,702	20.5	%
Total investment securities	$	45,316	$	43,911	100.0	%	$	43,648	$	42,045	100.0	%	$	44,830	$	42,553	100.0	%
(1) Calculated as a percentage of the total fair value of investment securities.

The following table presents the weighted average yields for investment securities available for sale and held to maturity at September 30, 2025, segregated by major category with ranges of contractual maturities. The weighted average yields represent the yields of the underlying securities as of the specified date, September 30, 2025, within the specified maturity range. The weighted average yield on the portfolio was calculated using security-level annualized yields based on book yield to maturity and takes into account amortization of premiums and accretion of discounts. The total weighted average yields for investment securities available for sale and held to maturity are based on the underlying weighted average amortized cost.

Table 23
Weighted Average Yield on Investment Securities


	September 30, 2025
	Within One Year		One to Five Years		Five to 10 Years		After 10 Years		Total
Investment securities available for sale:
U.S. Treasury	4.32	%	4.22	%	—	%	—	%	4.29	%
Government agency	—		3.97		—		—		3.97
Residential mortgage-backed securities (1)	—		4.25		4.38		4.11		4.19
Commercial mortgage-backed securities (1)	4.15		4.63		5.30		2.85		3.96
Corporate bonds	5.96		8.20		6.21		—		7.58
Municipal bonds	—		—		—		6.86		6.86

Total investment securities available for sale	4.31	%	4.44	%	4.43	%	4.00	%	4.23	%

Investment securities held to maturity:
U.S. Treasury	—	%	1.43	%	—	%	—	%	1.43	%
Government agency	1.32		1.62		1.94		—		1.55
Residential mortgage-backed securities (1)	—		—		1.03		2.81		2.66
Commercial mortgage-backed securities (1)	—		1.84		4.65		2.49		2.49

Supranational securities	1.24		1.64		—		—		1.59
Other	3.55		—		—		—		3.55
Total investment securities held to maturity	1.32	%	1.58	%	1.40	%	2.67	%	2.37	%

(1) Residential mortgage-backed and commercial mortgage-backed securities, which are not due at a single maturity date, have been included in maturity groupings based on the contractual maturity at September 30, 2025. The expected life will differ from contractual maturities because borrowers have the right to prepay the underlying loans.

Assets Held for Sale

Assets held for sale at September 30, 2025 were $112 million, an increase of $27 million or 32% from $85 million at December 31, 2024. The composition of assets held for sale is included in the following table:

Table 24
Assets Held for Sale


							Increase (Decrease) from:
dollars in millions	September 30, 2025		June 30, 2025		December 31, 2024		June 30, 2025				December 31, 2024
Loans and leases:
Commercial (1)	$	30	$	40	$	27	$	(10)	(25)	%	$	3	11	%
Consumer	80		83		55		(3)		(4)	%	25		46	%

Loans and leases	110		123		82		(13)		(11)	%	28		34	%
Operating lease equipment	2		2		3		—		—	%	(1)		(20)	%
Total assets held for sale	$	112	$	125	$	85	$	(13)	(11)	%	$	27	32	%

(1) There were no nonaccrual loans held for sale at September 30, 2025 and December 31, 2024, and $22 million as of June 30, 2025.

Loans and Leases

The loan and lease disclosures for 2024 periods presented in this Form 10-Q were recast to reflect the 2025 Loan Class Changes summarized in the “Recent Events” section of this MD&A and further discussed in Note 1—Significant Accounting Policies and Basis of Presentation.

Loans and leases at September 30, 2025 were $144.76 billion, an increase of $4.54 billion or 3% from $140.22 billion at December 31, 2024. Loan growth of $3.26 billion in the SVB Commercial segment was concentrated in Global Fund Banking, partially offset by a decline in Tech and Healthcare. Loan growth in the Commercial Bank segment of $943 million was mainly in our industry verticals, primarily TMT and Healthcare. Loan growth of $338 million in the General Bank segment was primarily in the Wealth portfolio.

The unamortized discount related to acquired loans was $1.38 billion at September 30, 2025, a decrease of $215 million from $1.60 billion at December 31, 2024.

Refer to Note 4—Loans and Leases for further information.

The following table presents loans and leases by loan segment and loan class, and the respective proportion to total loans:

Table 25
Loans and Leases


dollars in millions	September 30, 2025				June 30, 2025				December 31, 2024				Balance Increase (Decrease) from:
	Balance		% to Total Loans		Balance		% to Total Loans		Balance		% to Total Loans			June 30, 2025				December 31, 2024
Commercial:
Commercial construction	$	5,926	4	%	$	5,714	4	%	$	5,109	4	%		$	212	4	%	$	817	16	%
Owner occupied commercial mortgage	17,232		12		17,053		12		16,842		12			179		1		390		2
Non-owner occupied commercial mortgage	15,645		11		16,100		11		16,194		12			(455)		(3)		(549)		(3)
Commercial and industrial	41,172		28		40,658		30		40,737		28			514		1		435		1
Leases	2,066		1		2,028		1		2,014		1			38		2		52		3
Global fund banking	31,615		22		28,677		20		27,904		20			2,938		10		3,711		13
Investor dependent	2,772		2		2,777		2		3,193		3			(5)		—		(421)		(13)
Total commercial	$	116,428	80	%	$	113,007	80	%	$	111,993	80	%		$	3,421	3	%	$	4,435	4	%
Consumer:
Residential mortgage	$	23,036	16	%	$	23,059	16	%	$	23,152	16	%		$	(23)	—	%	$	(116)	(1)	%
Revolving mortgage	2,794		2		2,736		2		2,567		2			58		2		227		9
Consumer auto	1,463		1		1,490		1		1,523		1			(27)		(2)		(60)		(4)
Consumer other	1,037		1		977		1		986		1			60		6		51		5
Total consumer	$	28,330	20	%	$	28,262	20	%	$	28,228	20	%		$	68	—	%	$	102	—	%
Total loans and leases	$	144,758	100	%	$	141,269	100	%	$	140,221	100	%		$	3,489	2	%	$	4,537	3	%
Allowance for loan and lease losses	(1,652)				(1,672)				(1,676)
Net loans and leases	$	143,106			$	139,597			$	138,545

Operating Lease Equipment, Net

Our operating lease portfolio mostly relates to the Rail segment, with the remainder included in the Commercial Bank segment as summarized in the following table. Refer to the “Results by Segment” section of this MD&A for further details on the operating lease equipment portfolio in Rail.

Table 26
Operating Lease Equipment, Net


dollars in millions							Increase (Decrease) from:
	September 30, 2025		June 30, 2025		December 31, 2024		June 30, 2025				December 31, 2024
Railcars and locomotives	$	8,709	$	8,716	$	8,573	$	(7)	—	%	$	136	2	%
Other equipment	737		750		750		(13)		(2)		(13)		(2)
Total (1)	$	9,446	$	9,466	$	9,323	$	(20)	—	%	$	123	1	%

(1) Includes off-lease rail equipment of $223 million at September 30, 2025, $242 million at June 30, 2025, and $219 million at December 31, 2024.

Interest-bearing Liabilities

Interest-bearing liabilities include interest-bearing deposits, securities sold under agreements to repurchase, and borrowings. Interest-bearing liabilities at September 30, 2025 totaled $159.11 billion, an increase of $5.47 billion or 4% from $153.65 billion at December 31, 2024. The increase from December 31, 2024 was mainly due to deposit growth, as well as the 2025 Debt Issuances, partially offset by the Linked Quarter Debt Redemption as further discussed below.

Deposits

Total deposits at September 30, 2025 were $163.19 billion, an increase of $7.96 billion or 5% from $155.23 billion at December 31, 2024.

Deposit changes within our business segments compared to December 31, 2024 are discussed in the “Executive Overview—Funding, Liquidity and Capital Overview” section of this MD&A and changes from the linked quarter are discussed in the “Results by Segment” section of this MD&A.

The following table summarizes the types of deposits:

Table 27
Deposits


dollars in millions										Increase (Decrease) from:
	September 30, 2025			June 30, 2025			December 31, 2024			June 30, 2025				December 31, 2024
Noninterest-bearing demand	$	42,752		$	40,879		$	38,633		$	1,873	5	%	$	4,119	11	%
Checking with interest	23,731			23,283			25,343			448		2		(1,612)		(6)
Money market	38,718			37,654			35,722			1,064		3		2,996		8
Savings	46,915			46,877			42,278			38		—		4,637		11
Time	11,074			11,242			13,253			(168)		(2)		(2,179)		(16)
Interest-bearing deposits	120,438			119,056			116,596			1,382		1		3,842		3
Total deposits	$	163,190		$	159,935		$	155,229		$	3,255	2	%	$	7,961	5	%
Noninterest-bearing deposits to total deposits	26.2		%	25.6		%	24.9		%

We strive to maintain a strong liquidity position, and therefore, deposit retention remains a key business objective. We believe traditional bank deposit products remain an attractive option for many customers. As economic conditions change, we recognize that our liquidity position could be adversely affected if bank deposits are withdrawn. Our ability to fund future loan growth is significantly dependent on our success in retaining existing deposits and generating new deposits at a reasonable cost.

Deposit Concentrations

BancShares operates a network of branches and offices, predominantly located in the Southeast, Mid-Atlantic, Midwest and Western United States, providing a broad range of financial services to individuals, businesses and professionals. Based on branch location, our top state deposit concentrations as of September 30, 2025 were in North Carolina, South Carolina, and California, which represented approximately 25.0%, 7.5%, and 7.0%, respectively, of total deposits.

The Direct Bank had $45.15 billion or 27.7% of our total deposits as of September 30, 2025. The Direct Bank deposits mainly consist of savings deposit accounts.

SVB Commercial segment deposits as of September 30, 2025 were $39.89 billion or 24.4% of total deposits and are primarily concentrated in online banking. Deposits in the SVB Commercial segment include large dollar accounts with private equity and venture capital clients, primarily in the technology, life science and healthcare industries.

Deposit accounts with balances in excess of $50 million totaled approximately $6.20 billion as of September 30, 2025, compared to approximately $8.01 billion as of December 31, 2024.

Brokered deposits, included in time deposits in the preceding table, are a source of deposit funding but remain an immaterial amount of total deposits at less than 1% as of September 30, 2025 and December 31, 2024.

Uninsured Deposits

The amount of uninsured deposits is estimated consistent with the methodologies and assumptions utilized in providing information to the FDIC and Federal Reserve. We estimate total uninsured deposits were $59.75 billion, which represented approximately 36.6% of total deposits at September 30, 2025, compared to $59.51 billion or 38.3% of total deposits at December 31, 2024.

Refer to the “Executive Overview—Funding, Liquidity and Capital Overview” and “Results by Segment” sections of this MD&A for further discussion of deposit composition, uninsured deposits, and recent deposit trends.

The following table provides the expected maturity of time deposits with balances in excess of $250,000 as of September 30, 2025:

Table 28
Maturities of Time Deposits In Excess of $250,000


dollars in millions	September 30, 2025
Time deposits maturing in:
Three months or less	$	483
Over three months through six months	467
Over six months through 12 months	321
More than 12 months	14
Total	$	1,285

Borrowings

Total borrowings at September 30, 2025 were $38.68 billion, an increase of $1.62 billion or 4% from $37.05 billion at December 31, 2024. The increase from December 31, 2024 primarily related to the 2025 Debt Issuances (refer to the table below), partially offset by the Linked Quarter Debt Redemption.

The following table presents borrowings, net of the respective unamortized purchase accounting adjustments and issuance costs:

Table 29
Borrowings


dollars in millions							Increase (Decrease) from:
	September 30, 2025		June 30, 2025		December 31, 2024		June 30, 2025				December 31, 2024
Securities sold under agreements to repurchase	$	423	$	471	$	367	$	(48)	(10)	%	$	56	15	%


Federal Deposit Insurance Corporation
3.500% fixed rate note due March 2028 (1)	35,854		35,841		35,816		13		—		38		—
Senior Unsecured Borrowings
5.231% fixed-to-floating rate notes due March 2031 (2)	497		497		—		—		—		497		100
6.000% fixed rate notes due April 2036	58		58		58		—		—		—		—
Subordinated debt
6.125% fixed rate notes due March 2028	434		437		445		(3)		(1)		(11)		(2)
3.375% fixed-to-floating rate notes due March 2030 (3)	—		—		350		—		—		(350)		(100)
5.600% fixed rate reset notes due September 5, 2035 (4)	597		—		—		597		100		597		100
6.254% fixed-to-fixed rate notes due March 2040 (5)	745		745		—		—		—		745		100

Capital lease obligations	67		63		15		4		6		52		347
Total borrowings	$	38,675	$	38,112	$	37,051	$	563	2	%	$	1,624	4	%

(1) Issued in connection with the SVBB Acquisition and secured by collateral. Refer to Note 2—Business Combinations and Note 4—Loans and Leases. The unamortized discount related to this borrowing was $137 million, $150 million, and $176 million at September 30, 2025, June 30, 2025, and December 31, 2024, respectively.

(2) The fixed rate period will end on March 12, 2030, and the notes will thereafter bear a floating interest rate equal to a benchmark rate based on the Compounded Secured Overnight Financing Rate (“SOFR”) Index Rate plus 141 bps per annum until the maturity date (or date of earlier redemption).

(3) The fixed rate period ended on March 15, 2025, and the notes converted to a floating interest rate equal to Three-Month Term SOFR plus 246.5 bps per annum. The notes included a callable feature and were redeemed on June 15, 2025.

(4) The interest rate will reset on September 5, 2030, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S. Treasury Rate as of the day falling two business days prior to the notes reset date plus 185 bps per annum until the maturity date (or date of earlier redemption).

(5) The interest rate will reset on March 12, 2035, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S. Treasury Rate as of the day falling two business days prior to the notes reset date plus 197 bps per annum until the maturity date (or date of earlier redemption).

The following summarizes the 2025 Debt Issuances:

Table 30
Parent Company Notes Issued

Issuance Date

Amount

Description

September 5, 2025

$600 Million

$600 million aggregate principal amount of subordinated fixed rate reset notes with a maturity date of September 5, 2035. Interest is payable semi-annually in arrears on March 5 and September 5 of each year, beginning on March 5, 2026, and ending on the maturity date (or date of earlier redemption), at a fixed rate of 5.6000% per annum. The interest rate will reset on September 5, 2030 and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S. Treasury Rate as of the day falling two business days prior to the notes reset date plus 185 bps per annum until the maturity date (or date of earlier redemption).

March 12, 2025

$500 Million

$500 million aggregate principal amount of senior fixed-to-floating rate notes with a maturity date of March 12, 2031. Interest is payable semi-annually in arrears on March 12 and September 12 of each year, beginning on September 12, 2025, and ending on March 12, 2030 (or date of earlier redemption), at a fixed rate of 5.231% per annum. The fixed rate period will end on March 12, 2030, and the notes will thereafter bear a floating interest rate equal to a benchmark rate based on the Compounded SOFR plus 141 bps per annum until the maturity date (or date of earlier redemption). During the floating rate period, interest on the notes will be payable quarterly in arrears on June 12, 2030, September 12, 2030, December 12, 2030, and on the maturity date (or date of earlier redemption).

March 12, 2025

$750 Million

$750 million aggregate principal amount of subordinated fixed-to-fixed rate notes with a maturity date of March 12, 2040. Interest is payable semi-annually in arrears on March 12 and September 12 of each year and on the maturity date (or date of earlier redemption), commencing on September 12, 2025, at a fixed rate of 6.254% per annum. The interest rate will reset on March 12, 2035, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S. Treasury Rate as of the day falling two business days prior to the notes reset date plus 197 bps per annum until the maturity date (or date of earlier redemption).

We continually monitor our capital needs and market conditions in an effort to diversify our borrowing base and capital mix when appropriate. Additionally, we continue to monitor the status of the notice of proposed rulemaking (“NPR”) issued by the federal banking agencies discussing, among other items, the proposed requirement to maintain a certain level of long-term debt that would be available to absorb losses in the event of failure as further discussed in the “Regulatory Considerations” section in Item 1. Business of the 2024 Form 10-K.

Refer to the “Liquidity Risk” section of this MD&A and Note 9—Borrowings for further information regarding liquidity and borrowings.

Other Assets and Liabilities

The following table includes the components of other assets:

Table 31
Other Assets


dollars in millions							Increase (Decrease) from:
	September 30, 2025		June 30, 2025		December 31, 2024		June 30, 2025				December 31, 2024
Affordable housing tax credit and other unconsolidated investments (1)	$	2,831	$	2,592	$	2,516	$	239	9	%	$	315	13	%
Accrued interest receivable	945		902		902		43		5		43		5
Fair value of derivative financial instruments	570		626		660		(56)		(9)		(90)		(14)
Pension and other retirement plan assets	670		671		658		(1)		—		12		2
Right of use assets for operating leases, net	305		318		316		(13)		(4)		(11)		(4)
Income tax receivable	494		500		505		(6)		(1)		(11)		(2)
Counterparty receivables	142		164		69		(22)		(14)		73		105
Bank-owned life insurance	108		107		106		1		1		2		2
Nonmarketable equity securities	160		140		127		20		14		33		26
Other real estate owned	95		97		56		(2)		(2)		39		71
Mortgage servicing rights	30		29		27		1		5		3		12
Federal Home Loan Bank stock	20		19		20		1		4		—		—
Other	738		899		778		(161)		(18)		(40)		(5)
Total other assets	$	7,108	$	7,064	$	6,740	$	44	1	%	$	368	6	%

(1) Refer to Note 8—Variable Interest Entities for additional information.

The following table includes the components of other liabilities:

Table 32
Other Liabilities


dollars in millions							Increase (Decrease) from:
	September 30, 2025		June 30, 2025		December 31, 2024		June 30, 2025				December 31, 2024
Deferred taxes	$	3,580	$	3,560	$	3,534	$	20	1	%	$	46	1	%
Commitments to fund tax credit investments	1,295		1,163		1,214		132		11		81		7
Accrued personnel cost (1)	825		697		1,024		128		18		(199)		(19)
Fair value of derivative financial instruments	520		631		625		(111)		(18)		(105)		(17)
Lease liabilities	341		356		357		(15)		(4)		(16)		(4)
Reserve for off-balance sheet credit exposure	265		288		278		(23)		(8)		(13)		(5)
Accrued interest payable	105		120		134		(15)		(13)		(29)		(22)
Accounts payable and other	1,380		1,418		1,030		(38)		(3)		350		34
Total other liabilities	$	8,311	$	8,233	$	8,196	$	78	1	%	$	115	1	%

(1) Includes accruals for annual incentive compensation which is typically paid during the first quarter. Additionally, accrued personnel cost can fluctuate based on timing of the payroll cycle.

A reserve for off-balance sheet credit exposure is established for unfunded commitments and is included in other liabilities. BancShares estimates the expected funding amounts and applies its probability of obligor default (“PD”) and loss given default (“LGD”) models to those expected funding amounts to estimate the reserve. The reserve for off-balance sheet credit exposure was $265 million at September 30, 2025, a decrease of $13 million compared to $278 million at December 31, 2024 and of $23 million compared to $288 million at June 30, 2025. Refer to the “Provision for Credit Losses” section of this MD&A for further discussion. Refer to Note 18—Commitments and Contingencies for information relating to off-balance sheet commitments.

RISK MANAGEMENT

Risk is inherent in any business. BancShares has defined a moderate risk appetite and a balanced approach to risk taking with a philosophy that does not preclude higher risk business activities commensurate with acceptable returns while meeting regulatory objectives. Through the comprehensive Risk Management Framework and Risk Appetite Framework and Statement, senior management has primary responsibility for day-to-day management of the risks we face with accountability of and support from all associates. Senior management applies various strategies to reduce the risks to which BancShares may be exposed, with effective challenge by independent risk management and oversight by management committees. The Board strives to ensure that risk management is a part of our business culture and that our policies and procedures to identify, assess, respond, and monitor risk are part of the decision-making process. The Board’s role in risk oversight is an integral part of our overall Risk Management Framework and Risk Appetite Framework. The Board administers its risk oversight function primarily through its Risk Committee.

The Risk Committee structure is designed to allow for information flow, effective challenge and timely escalation of risk-related issues. The Risk Committee monitors adherence to our Risk Management Framework and Risk Appetite Framework and Statement and provides quarterly updates to the Board on risk management. Our Chief Risk Officer also provides regular reports to the Risk Committee and the Board. Management and independent risk functions make regular reports to the Risk Committee on key risk areas, including credit, market, capital, liquidity, operational, compliance, strategic, and reputational risks. The Risk Committee also reviews reports of examination by and communications from regulatory agencies, the results of internal and third-party testing and qualitative and quantitative assessments related to risk management, and any other matters within the scope of the Risk Committee’s oversight responsibilities. The Risk Committee monitors management’s response to certain risk-related regulatory and audit issues. In addition, the Risk Committee may coordinate with the Audit Committee, Technology Committee and the Compensation, Nominations and Governance Committee for the review of financial statements and related risks, technology and cybersecurity risk, compensation risk management, and other areas of responsibility.

In combination with other risk management and monitoring practices, enterprise-wide stress testing activities are conducted within a defined framework. Stress tests are performed for various risks to ensure the financial institution can support continued operations during stressed periods.

BancShares monitors and stress tests its capital and liquidity consistent with the safety and soundness expectations of the federal regulators. Refer to the “Regulatory Considerations” section of Item 1. Business included in the 2024 Form 10-K for further discussion.

BancShares has been assessing the emerging impacts of recent and potential U.S. and international tariffs and other retaliatory actions and has continued monitoring the international tensions that could impact the economy and exacerbate headwinds of elevated market volatility, global supply chain disruptions, and recessionary pressures. BancShares also continues to assess operational risks such as those associated with potential cyberattacks for FCB and third parties upon whom it relies. Assessments have not identified material impacts to date, but those assessments will remain ongoing as the conditions continue to exist and develop. BancShares is also assessing the potential risk of an economic slowdown or recession that could create increased credit and market risk having downstream impacts on earnings, capital, and/or liquidity. While economic data continues to be mixed, baseline economic forecasts reflect a decline in commercial real estate (“CRE”) property values due to current interest rate levels that impacted the ALLL forecasts. Key indicators will continue to be monitored, and impacts assessed as part of our ongoing risk management framework.

Credit Risk

Credit risk is the risk of not collecting payments pursuant to the contractual terms of loans, leases and certain investment securities. Loans and leases we originate are underwritten in accordance with our credit policies and procedures and are subject to periodic ongoing reviews. Acquired loans, regardless of whether purchased credit deteriorated (“PCD”) or Non-PCD, are recorded at fair value as of the acquisition date and are subject to periodic reviews to identify any further credit deterioration. Our independent credit review function conducts risk reviews and analyses of both originated and acquired loans to ensure compliance with credit policies and to monitor asset quality trends and borrower financial strength. These reviews include portfolio analysis by geographic location, industry, collateral type, and product. We strive to identify potential problem loans as early as possible, to record charge-offs as appropriate and to maintain an appropriate ALLL that accounts for expected losses over the life of the loan and lease portfolios.

Commercial Lending and Leasing

BancShares employs a credit ratings system where each commercial loan is assigned a PD, LGD, and/or overall credit rating using scorecards developed to rate each type of transaction incorporating assessments of both quantitative and qualitative factors. When commercial loans and leases are graded during underwriting, or when updated periodically thereafter, a model is run to generate a preliminary risk rating. These models incorporate both internal and external historical default and loss data, as well as other borrower and loan characteristics, to assign a risk rating. The preliminary risk rating assigned by the model can be adjusted as a result of borrower specific facts and circumstances that, in management’s judgment, warrant a modification of the modeled risk rating to arrive at the final approved risk ratings.

Consumer Lending

Consumer lending begins with an evaluation of a consumer borrower’s credit profile against published standards. Credit decisions are made after analyzing quantitative and qualitative factors to assess the borrower’s ability to repay the loan, and secondary sources of repayment, such as collateral value.

Consumer products use traditional and measurable standards to document and assess the creditworthiness of a loan applicant. Credit standards follow industry standard documentation requirements. Performance is largely evaluated based on an acceptable pay history along with a quarterly assessment which incorporates current market conditions. Loans may also be monitored during quarterly reviews of the borrower’s refreshed credit score. When warranted, an additional review of the loan-to-value of the underlying collateral may be conducted.

ALLL Methodology

Our ALLL methodology is discussed further in the 2024 Form 10-K, in the section entitled “Critical Accounting Estimates” of the MD&A and Note 1—Significant Accounting Policies and Basis of Presentation.

The loan and ALLL disclosures for the 2024 periods presented in this Form 10-Q were recast to reflect the 2025 Loan Class Changes summarized in the “Recent Events” section of this MD&A and further discussed in Note 1—Significant Accounting Policies and Basis of Presentation.

Our ALLL estimate as of September 30, 2025 included extensive reviews of the changes in credit risk associated with the uncertainties around macroeconomic forecasts. These loss estimates consider industry risk and the actual net losses incurred during prior periods of economic stress as well as recent credit trends.

Macroeconomic Forecasts Utilized in the Estimate of the ALLL

While management utilizes its best judgment and information available, the ultimate adequacy of our ALLL is dependent upon a variety of factors beyond our control which are inherently difficult to predict, the most significant being the macroeconomic scenario forecasts that determine the economic variables, including the U.S. unemployment rate, U.S. real gross domestic product (“GDP”), home price index (“HPI”), and CRE price index utilized in the ALLL models. These economic variables are based on macroeconomic scenario forecasts with a forecast horizon that covers the reasonable and supportable period. Due to the inherent uncertainty in the macroeconomic forecasts, BancShares utilizes baseline, upside, and downside macroeconomic scenarios and weights the scenarios based on review of variable forecasts for each scenario and comparison to expectations.

The potential impacts of new trade, tariff and other economic policies in the United States were more prevalently reflected in the baseline macroeconomic scenario, which resulted in a modest shift in our weighting from the downside to baseline economic scenario in the linked quarter. The scenario weighting in the current quarter was unchanged from the linked quarter.

At September 30, 2025, ALLL estimates ranged from approximately $1.41 billion, when weighing the upside scenario 100%, to approximately $2.07 billion when weighting the downside scenario 100%. BancShares management determined that an ALLL of $1.65 billion was appropriate as of September 30, 2025.

The following table presents the U.S. unemployment rate, U.S. real GDP, HPI, and CRE price index based on the weighted-average scenario forecasts used in determining the ALLL at September 30, 2025 and December 31, 2024. The projected trends in the macroeconomic variables below may fluctuate depending on the underlying scenarios and our scenario weighting assumptions utilized for the applicable period.

Table 33
Select Variables in ALLL Weighted-average Scenarios


	Assumptions as of September 30, 2025
	2025		2026		2027
U.S. unemployment rate (1)	4.5	%	5.4	%	5.4	%
U.S. real GDP (2)	1.3	%	1.0	%	1.6	%
HPI (2)	0.7	%	(1.7)	%	2.6	%
CRE price index (2)	(1.0)	%	(3.5)	%	(0.6)	%

	Assumptions as of December 31, 2024
	2025		2026		2027
U.S. unemployment rate (1)	5.0	%	5.1	%	4.7	%
U.S. real GDP (2)	1.4	%	1.7	%	2.3	%
HPI (2)	(1.3)	%	2.0	%	2.8	%
CRE price index (2)	(3.6)	%	0.4	%	8.8	%

(1) Represents the projected quarterly average U.S. unemployment rate for the years ending December 31, 2025, 2026 and 2027.

(2) Represents the projected year-over-year percent changes.

Qualitative Component of the ALLL

ALLL model outputs may be adjusted through a qualitative assessment to reflect trends that may not be adequately reflected within the models, which could include economic conditions, uncertainty in macroeconomic forecasts, credit quality, risk to specific industry concentrations, and any significant policy and underwriting changes. These qualitative adjustments are also used to accommodate for the imprecision of certain assumptions and uncertainties inherent in the model calculations.

ALLL and Net Charge-offs

The ALLL and net charge-offs are summarized below.

Table 34
ALLL for Loans and Leases


dollars in millions	Three Months Ended September 30, 2025
	Commercial			Consumer			Total
Balance at beginning of period	$	1,512		$	160		$	1,672


Provision (benefit) for loan and lease losses	238			(24)			214

Charge-offs	(244)			(12)			(256)
Recoveries	18			4			22

Balance at end of period	$	1,524		$	128		$	1,652
Net charge-off ratio							0.65		%
Net charge-offs	$	226		$	8		$	234
Average loans							$	142,857
Percent of loans in each category to total loans	80		%	20		%	100		%

	Three Months Ended June 30, 2025
	Commercial			Consumer			Total
Balance at beginning of period	$	1,517		$	163		$	1,680


Provision for loan and lease losses	111			—			111

Charge-offs	(137)			(7)			(144)
Recoveries	21			4			25

Balance at end of period	$	1,512		$	160		$	1,672
Net charge-off ratio							0.33		%
Net charge-offs	$	116		$	3		$	119
Average loans							$	141,791
Percent of loans in each category to total loans	80		%	20		%	100		%

	Three Months Ended September 30, 2024
	Commercial			Consumer			Total
Balance at beginning of period	$	1,547		$	153		$	1,700


Provision for loan and lease losses	123			—			123

Charge-offs	(169)			(8)			(177)
Recoveries	27			5			32

Balance at end of period	$	1,528		$	150		$	1,678
Net charge-off ratio							0.42		%
Net charge-offs	$	142		$	3		$	145
Average loans							$	139,014
Percent of loans in each category to total loans	79		%	21		%	100		%

The ALLL at September 30, 2025 was $1.65 billion, representing a decrease of $20 million compared to June 30, 2025. The decrease was driven by improvements in the economic outlook and other changes, including the elimination of reserves related to Hurricane Helene, partially offset by higher specific reserves for individually evaluated loans, and growth in global fund banking loans which have a lower loss rate relative to our other portfolios.

Net charge-offs for the current quarter were $234 million, an increase of $115 million from $119 million for the linked quarter. The increase was mainly due to an $82 million charge-off on a single supply chain finance client in the Commercial Bank segment.

Table 35
ALLL for Loans and Leases


dollars in millions	Nine Months Ended September 30, 2025						Nine Months Ended September 30, 2024
	Commercial			Consumer			Total			Commercial			Consumer			Total
Balance at beginning of period	$	1,518		$	158		$	1,676		$	1,581		$	166		$	1,747


Provision (benefit) for loan and lease losses	487			(14)			473			316			(5)			311

Charge-offs	(540)			(27)			(567)			(443)			(21)			(464)
Recoveries	59			11			70			74			10			84

Balance at end of period	$	1,524		$	128		$	1,652		$	1,528		$	150		$	1,678
Net charge-off ratio							0.47		%							0.37		%
Net charge-offs	$	481		$	16		$	497		$	369		$	11		$	380
Average loans							$	141,818								$	136,723
Percent of loans in each category to total loans	80		%	20		%	100		%	79		%	21		%	100		%

The ALLL at September 30, 2025 was $1.65 billion, representing a decrease of $24 million from December 31, 2024, mainly due to the changes discussed above, and a modest shift in our weighting from the downside to baseline economic scenario in the linked quarter as further discussed in the “ALLL Methodology” section of this MD&A, partially offset by the impact of loan growth.

Net charge-offs for the current YTD were $497 million, an increase of $117 million from $380 million for the prior YTD. The higher net charge-offs within commercial loans were mainly due to the commercial and industrial loan class, which included the previously discussed charge-off on a single supply chain finance client, partially offset by lower net charge-offs in the investor dependent loan class.

Table 36
ALLL Ratios


dollars in millions	September 30, 2025			June 30, 2025			December 31, 2024
ALLL	$	1,652		$	1,672		$	1,676
Total loans and leases	$	144,758		$	141,269		$	140,221
ALLL to total loans and leases	1.14		%	1.18		%	1.20		%
Commercial loans and leases:
ALLL - commercial	$	1,524		$	1,512		$	1,518
Commercial loans and leases	$	116,428		$	113,007		$	111,993
Commercial ALLL to commercial loans and leases	1.31		%	1.34		%	1.35		%
Consumer loans:
ALLL - consumer	$	128		$	160		$	158
Consumer loans	$	28,330		$	28,262		$	28,228
Consumer ALLL to consumer loans	0.45		%	0.56		%	0.56		%

The ALLL as a percentage of total loans and leases at September 30, 2025 was 1.14%, compared to 1.18% at June 30, 2025 and 1.20% at December 31, 2024. The trends in the ALLL are discussed above.

Table 37
ALLL by Loan Class


dollars in millions	September 30, 2025				June 30, 2025				December 31, 2024
	ALLL		ALLL as a Percentage of Loans		ALLL		ALLL as a Percentage of Loans		ALLL		ALLL as a Percentage of Loans
Commercial
Commercial construction	$	75	1.27	%	$	67	1.17	%	$	53	1.03	%
Owner occupied commercial mortgage	52		0.30		53		0.31		51		0.30
Non-owner occupied commercial mortgage	333		2.13		318		1.98		340		2.10
Commercial and industrial	768		1.87		781		1.92		768		1.88
Leases	34		1.65		36		1.75		36		1.80
Global fund banking	61		0.19		80		0.28		75		0.27
Investor dependent	201		7.24		177		6.37		195		6.10
Total commercial	1,524		1.31		1,512		1.34		1,518		1.35
Consumer
Residential mortgage	69		0.30		89		0.39		85		0.37
Revolving mortgage	22		0.78		19		0.70		21		0.83
Consumer auto	10		0.66		9		0.63		5		0.35
Consumer other	27		2.54		43		4.32		47		4.75
Total consumer	128		0.45		160		0.56		158		0.56









Total ALLL	$	1,652	1.14	%	$	1,672	1.18	%	$	1,676	1.20	%

The ALLL may vary significantly from period to period due to changes in economic conditions, economic forecasts and the composition and credit quality of the loan and lease portfolio, and the related impacts on the ALLL models. We continuously monitor and update our ALLL estimation methodology, as appropriate. During the current quarter, we updated our PD, LGD, and exposure at default methodology for the global fund banking, investor dependent, residential mortgage, and consumer other portfolios, which contributed to the changes in the ALLL compared to the linked quarter for those portfolios.

Credit Metrics

Nonperforming Assets

Nonperforming assets include nonaccrual loans and leases, other real estate owned (“OREO”) and repossessed assets. Accounting policies related to nonperforming assets are discussed in Note 1—Significant Accounting Policies and Basis of Presentation in the 2024 Form 10-K.

Table 38
Non-Performing Assets


dollars in millions	September 30, 2025			June 30, 2025			December 31, 2024
Nonaccrual loans:
Commercial loans	$	1,194		$	1,107		$	1,003
Consumer loans	212			212			181
Total nonaccrual loans	1,406			1,319			1,184
Other real estate owned and repossessed assets	98			103			64
Total nonperforming assets	$	1,504		$	1,422		$	1,248

Past due loans:
Commercial loans	$	699		$	515		$	495
Consumer loans	198			213			256
Total past due loans	$	897		$	728		$	751

Total loans, leases, other real estate owned, and repossessed assets	$	144,856		$	141,372		$	140,285
ALLL to total loans and leases	1.14		%	1.18		%	1.20		%
Ratio of total nonperforming assets to total loans, leases, other real estate owned and repossessed assets	1.04			1.01			0.89
Ratio of nonaccrual loans and leases to total loans and leases	0.97			0.93			0.84
Ratio of ALLL to nonaccrual loans and leases	117.41			126.75			141.58

Nonaccrual loans and leases at September 30, 2025 were $1.41 billion, representing increases of $222 million and $87 million compared to December 31, 2024 and June 30, 2025, respectively, mainly due to a small number of larger balance individually evaluated commercial loans.

OREO and repossessed assets were $98 million at September 30, 2025 compared to $64 million at December 31, 2024 and $103 million at June 30, 2025. The increase of $34 million compared to December 31, 2024 mainly reflects additional foreclosed CRE properties.

Delinquencies

Accruing loans 30 days or more past due were 0.62% of total loans at September 30, 2025, compared to 0.54% at December 31, 2024, and 0.52% at June 30, 2025. Delinquency status by loan class is presented in Note 4—Loans and Leases.

CRE Portfolio

Our CRE portfolio is diversified across various property types. The following table provides an overview of the property type exposures within our CRE portfolio:

Table 39
Commercial Real Estate Portfolio (1)


dollars in millions	September 30, 2025				June 30, 2025
	Balance		% to Total Loans and Leases		Balance		% to Total Loans and Leases
Multi-Family	$	5,116	3.53	%	$	5,151	3.65	%
Medical Office	3,872		2.67		3,829		2.71
Industrial/Warehouse	3,568		2.47		3,697		2.62
General Office	2,123		1.47		2,218		1.57
Retail	1,764		1.22		1,714		1.21
Healthcare	1,186		0.82		1,330		0.94
Hotel/Motel	867		0.60		867		0.61
Other	4,907		3.39		4,733		3.35
Total	$	23,404	16.17	%	$	23,539	16.66	%

(1) The definition of CRE in this table is aligned with the Federal Reserve and FDIC guidance on CRE and includes the following: construction loans, loans where the primary repayment is from third party rental income, and loans not secured by real estate but for the purpose of real estate. This table excludes the owner occupied commercial mortgage loan class.

Evolving macroeconomic and social conditions (including the shift to more hybrid work arrangements) may result in changes for General Office demand moving forward. Our General Office portfolio has experienced more negative credit quality trends relative to our other CRE portfolios. Select metrics for our General Office portfolio are summarized in the following table:

Table 40
Select General Office Loan Metrics


dollars in millions	September 30, 2025			June 30, 2025			December 31, 2024
% of total loans and leases	1.47		%	1.57		%	1.77		%
% of CRE loans	9.07		%	9.42		%	10.81		%
Average loan balance	$	2		$	2		$	2
Net charge-offs (YTD annualized %)	4.06		%	4.09		%	3.95		%
Delinquencies as a % of General Office loans	9.09		%	6.59		%	10.92		%
Non-performing loans as a % of General Office loans	11.27		%	9.03		%	12.10		%
ALLL ratio	4.80		%	4.59		%	4.59		%

Loans to Nondepository Financial Institutions (“NDFIs”)

As of September 30, 2025, loans to NDFIs were approximately $33.59 billion, comprised of the following:

• Approximately $31.25 billion of loans to NDFIs was included in global fund banking loans, mainly consisting of capital call lines of approximately $28.64 billion, the repayment of which is dependent on the payment of capital calls by the underlying limited partner investors in funds managed by certain private equity and venture capital firms. The credit quality is strong for capital call lines based on the structural protection provided by the funds and the underlying investors. Global fund banking loans have a lower loss rate relative to our other loan portfolios. As of September 30, 2025, the ALLL was 0.19% of global fund banking loans, compared to 1.14% of total loans.

• Substantially all of the $2.34 billion remainder of loans to NDFIs was included in commercial and industrial loans. As of September 30, 2025, the ALLL was 1.87% of commercial and industrial loans, compared to 1.14% of total loans.

Concentration Risk

We strive to minimize the risks associated with large concentrations within specific geographic areas, collateral types or industries. Despite our focus on diversification, several characteristics of our loan portfolio subject us to risk, such as our concentrations of real estate secured loans, revolving mortgage loans and healthcare-related loans. Additionally, commercial loans may be concentrated in loans with large balances and loans in certain industries and customer groups, including private equity and venture capital.

Loan concentration data regarding our commercial and consumer loan portfolios is summarized below.

Commercial Loan Concentrations

Current quarter changes to loan classes are discussed above under “Recent Events — 2025 Loan Class Changes” and in Note 1—Significant Accounting Policies and Basis of Presentation. Concentration disclosures for the linked quarter and at December 31, 2024 included in this Form 10-Q were recast to reflect the 2025 Loan Class Changes.

Geographic Concentrations

The following table summarizes state concentrations of 5.0% or greater of our loans. Data is based on obligor location.

Table 41
Commercial Loans and Leases - Geography


dollars in millions	September 30, 2025				June 30, 2025				December 31, 2024
State
California	$	25,718	22.1	%	$	25,874	22.9	%	$	24,491	21.9	%
New York	11,796		10.1		10,470		9.3		10,202		9.1
North Carolina	10,986		9.4		11,051		9.8		10,985		9.8
Texas	8,659		7.4		8,620		7.6		8,459		7.6
Massachusetts	7,788		6.7		7,880		7.0		7,259		6.5
Florida	5,911		5.1		5,629		5.0		5,845		5.2
All other states	42,685		36.7		40,519		35.8		42,217		37.6
Total U.S.	$	113,543	97.5	%	$	110,043	97.4	%	$	109,458	97.7	%
Total International	2,885		2.5		2,964		2.6		2,535		2.3
Total	$	116,428	100.0	%	$	113,007	100.0	%	$	111,993	100.0	%

Industry Concentrations

The following table represents loans by industry of obligor:

Table 42
Commercial Loans and Leases - Industry


dollars in millions	September 30, 2025				June 30, 2025				December 31, 2024
Finance and Insurance	$	34,662	29.8	%	$	31,902	28.3	%	$	31,162	27.8	%
Real Estate	18,173		15.6		18,348		16.2		17,898		16.0
Healthcare	11,041		9.5		11,083		9.8		11,053		9.9
Information	9,641		8.3		9,490		8.4		9,569		8.5
Business Services	9,383		8.1		9,217		8.2		9,089		8.1
Transportation, Communication, Gas, Utilities	7,682		6.6		7,909		7.0		8,175		7.3
Manufacturing	7,138		6.1		6,998		6.2		7,160		6.4
Retail	4,461		3.8		4,120		3.6		4,141		3.7
Service Industries	4,231		3.6		4,192		3.7		4,124		3.7
Wholesale	3,592		3.1		3,481		3.1		3,437		3.1
Other	6,424		5.5		6,267		5.5		6,185		5.5
Total	$	116,428	100.0	%	$	113,007	100.0	%	$	111,993	100.0	%

The following table provides a summary of commercial loans by size and class. The breakout below is based on total client balances (individually or in the aggregate) as of September 30, 2025:

Table 43
Commercial Loans by Size and Class


dollars in millions	Less Than $10 Million		$10 to < $30 Million		> $30 Million		Total Commercial Loans
Commercial construction	$	1,221	$	1,683	$	3,022	$	5,926
Owner occupied commercial mortgage	14,596		2,037		599		17,232
Non-owner occupied commercial mortgage	6,399		4,923		4,323		15,645
Commercial and industrial	14,983		12,430		13,759		41,172
Leases	1,633		281		152		2,066
Global fund banking	1,455		2,976		27,184		31,615
Investor dependent	1,721		775		276		2,772
Total	$	42,008	$	25,105	$	49,315	$	116,428

Consumer Loan Concentrations

Loan concentrations may exist when multiple borrowers could be similarly impacted by economic or other conditions. The following table summarizes state concentrations greater than 5.0% of consumer loans based on customer address:

Table 44
Consumer Loans - Geography


dollars in millions	September 30, 2025				June 30, 2025				December 31, 2024
State
California	$	8,324	29.4	%	$	8,335	29.5	%	$	8,655	30.7	%
North Carolina	7,164		25.3		7,067		25.0		6,923		24.5
South Carolina	3,708		13.1		3,660		12.9		3,607		12.8
Massachusetts	1,621		5.7		1,644		5.8		1,692		6.0
Other states	7,513		26.5		7,556		26.8		7,351		26.0
Total	$	28,330	100.0	%	$	28,262	100.0	%	$	28,228	100.0	%

Market Risk

Interest rate risk management

BancShares is exposed to the risk that changes in market conditions may affect interest rates and negatively impact earnings. The risk arises from the nature of BancShares’ business activities, the composition of BancShares’ balance sheet, and changes in the level or shape of the yield curve. BancShares manages this inherent risk strategically based on prescribed guidelines and approved limits.

Interest rate risk can arise from many of BancShares’ business activities, such as lending, leasing, investing, deposit taking, derivatives, and funding activities. We evaluate and monitor interest rate risk primarily through two metrics.

• Net Interest Income Sensitivity (“NII Sensitivity”) measures the net impact of hypothetical changes in interest rates on forecasted NII; and

• Economic Value of Equity (“EVE”) Sensitivity (“EVE Sensitivity”) measures the net impact of these hypothetical changes on the value of equity by assessing the economic value of assets, liabilities and off-balance sheet instruments.

BancShares uses a holistic process to measure and monitor both short term and long term risks, which includes, but is not limited to, gradual and immediate parallel rate shocks, changes in the shape of the yield curve, and changes in the relationship of various yield curves. NII Sensitivity generally focuses on shorter term earnings risk, while EVE Sensitivity assesses the longer-term risk of the existing balance sheet.

Our exposure to NII Sensitivity is guided by the Risk Appetite Framework and Statement and a range of risk metrics, and BancShares may utilize tools across the balance sheet to adjust its interest rate risk exposures, including through business line actions and actions within the investment, funding and derivative portfolios.

The composition of our interest rate sensitive assets and liabilities generally results in a net asset-sensitive position for NII Sensitivity, whereby our assets will reprice faster than our liabilities. A component of our interest rate risk management strategy is the use of derivative instruments to manage fluctuations in earnings caused by changes in market interest rates. Interest rate swaps are the primary type of derivative instrument that we use as part of our interest rate risk management strategy. These derivatives hedge interest income variability of floating rate loans indexed to SOFR, as well as fair value changes of fixed rate time deposits and long-term debt. Refer to Note 10—Derivative Financial Instruments for further information on our derivative portfolio.

Our funding sources consist primarily of deposits, and we also support our funding needs through wholesale funding sources (including unsecured and secured borrowings).

The deposit rates we offer are influenced by market conditions and competitive factors. Market rates are the key factors of deposit costs, and we continue to optimize deposit costs by improving our deposit mix. Changes in interest rates, expected funding needs, as well as actions by competitors, can affect our deposit taking activities and deposit pricing. We believe our targeted non-maturity deposit customer retention is strong and we remain focused on optimizing our mix of deposits. We regularly assess the effect of deposit rate changes on our balances and seek to achieve optimal alignment between assets and liabilities.

The following table summarizes the results of 12-month NII Sensitivity simulations produced by our asset/liability management system. These simulations assume static balance sheet replacement with like products and implied forward market rates, and also incorporate additional internal models and assumptions, which we may update periodically, including rate dependent prepayment for certain loans and securities and repricing of interest-bearing non-maturity deposits. The below simulations assume an immediate 100 and 200 bps parallel increase and decrease from current interest rates.

Table 45
Net Interest Income Sensitivity Simulation Analysis


	Estimated (Decrease) Increase in NII
Change in interest rate (bps)	September 30, 2025		June 30, 2025		December 31, 2024
-200	(13.2)	%	(12.4)	%	(10.6)	%
-100	(6.9)		(6.6)		(6.1)
+100	8.1		7.8		6.9
+200	16.0		15.2		11.1

NII Sensitivity metrics at September 30, 2025, compared to December 31, 2024, were primarily affected by cash increase from deposit growth, debt issuances and investment runoff, as well as impacts from changes in forward rate curve expectations.

As of September 30, 2025, BancShares continues to have an asset sensitive interest rate risk profile and the potential exposure to forecasted earnings was largely due to the composition of the balance sheet (primarily due to floating rate commercial loans and cash), as well as estimates of modest future deposit betas. Approximately 64% of our loans have floating contractual reference rates, indexed primarily to SOFR and the U.S. prime rate. Deposit betas are currently modeled to have a portfolio average of approximately 30%-40% over the twelve-month forecast horizon, including 45%-55% for interest-bearing non-maturity deposits. Deposit beta is the portion of a change in the federal funds rate that is passed on to the deposit rate. Actual deposit betas may be different than modeled, depending on various factors, including liquidity requirements, deposit mix and competitive pressures. Impacts to NII Sensitivity may change due to actual results differing from modeled expectations.

As noted above, EVE Sensitivity supplements NII simulations as it estimates risk exposures beyond a twelve-month horizon. EVE Sensitivity measures the change in the EVE due to changes in assets, liabilities, and off-balance sheet instruments in response to a change in interest rates. EVE Sensitivity was calculated by estimating the change in the net present value of assets, liabilities, and off-balance sheet items under various rate movements, including utilizing a dynamic rate level dependent modeling approach for our deposit attrition assumption. In addition to interest rate changes, other key assumptions used in our EVE Sensitivity simulations include asset prepayments, as well as balance attrition and pricing of non-maturity deposits.

The below simulations assume an immediate 100 and 200 bps parallel increase and decrease from current interest rates and the estimated impact on our EVE profile based on our current modeling approach:

Table 46
Economic Value of Equity Modeling Analysis


	Estimated Increase (Decrease) in EVE
Change in interest rate (bps)	September 30, 2025		June 30, 2025		December 31, 2024
-200	5.6	%	2.0	%	5.4	%
-100	3.7		2.0		3.1
+100	(3.7)		(2.2)		(3.2)
+200	(6.5)		(4.0)		(7.0)

In addition to the above reported sensitivities, a wide variety of potential interest rate scenarios are simulated within our asset/liability management system. Scenarios that impact balance sheet composition or the sensitivity to key assumptions are also evaluated.

We use results of our various interest rate risk analyses to formulate and implement asset and liability management strategies, in coordination with the Asset and Liability Committee, to achieve the desired risk profile, while managing our objectives for market risk and other strategic objectives. Specifically, we may manage our interest rate risk position through certain pricing strategies and product design for loans and deposits, our investment portfolio, funding portfolio, or by using derivatives to mitigate earnings volatility.

The above sensitivities provide an estimate of our interest rate sensitivity; however, they do not account for potential changes in credit quality, size, mix, or changes in the competition for business in the industries we serve. They also do not account for other business developments and other actions. Accordingly, we can give no assurance that actual results would not differ materially from the estimated outcomes of our simulations.

Loan Maturity and Loan Interest Rate Sensitivity

The following table provides loan maturity distribution information:

Table 47
Loan Maturity Distribution


dollars in millions	At September 30 2025, Maturing
	Within One Year		One to Five Years		Five to 15 Years		After 15 Years		Total
Commercial
Commercial construction	$	1,394	$	3,759	$	730	$	43	$	5,926
Owner occupied commercial mortgage	1,831		8,484		6,477		440		17,232
Non-owner occupied commercial mortgage	3,223		9,750		1,892		780		15,645
Commercial and industrial	11,106		24,283		4,781		1,002		41,172
Leases	641		1,349		76		—		2,066
Global fund banking	29,044		2,148		423		—		31,615
Investor dependent	1,164		1,608		—		—		2,772
Total commercial	48,403		51,381		14,379		2,265		116,428
Consumer
Residential mortgage	687		2,865		7,736		11,748		23,036
Revolving mortgage	51		187		1,049		1,507		2,794
Consumer auto	330		984		149		—		1,463
Consumer other	323		565		144		5		1,037
Total consumer	1,391		4,601		9,078		13,260		28,330
Total loans and leases	$	49,794	$	55,982	$	23,457	$	15,525	$	144,758

As noted above, approximately 64% of our total loans have floating contractual reference rates, indexed primarily to SOFR and the U.S. prime rate. The following table provides information regarding fixed and variable interest rate loans and leases maturing one year or after, as of September 30, 2025:

Table 48
Fixed and Variable Interest Rate Loans


dollars in millions	Loans Maturing One Year or After with
	Fixed Interest Rates		Variable Interest Rates
Commercial
Commercial construction	$	1,403	$	3,129
Owner occupied commercial mortgage	13,484		1,917
Non-owner occupied commercial mortgage	6,198		6,224
Commercial and industrial	9,925		20,141
Leases	1,419		6
Global fund banking	1		2,570
Investor dependent	5		1,603
Total commercial	32,435		35,590
Consumer
Residential mortgage	8,584		13,765
Revolving mortgage	29		2,714
Consumer auto	1,133		—
Consumer other	253		461
Total consumer	9,999		16,940
Total loans and leases	$	42,434	$	52,530

Liquidity Risk

Our liquidity risk management and monitoring process is designed to ensure the availability of adequate cash and collateral resources and funding capacity to meet our obligations. Our overall liquidity management strategy is intended to ensure appropriate liquidity to meet expected and contingent funding needs under both normal and stressed environments. Consistent with this strategy, we maintain sufficient amounts of available cash and HQLS. Additional sources of liquidity include committed credit facilities, repurchase agreements, brokered certificates of deposit issuances, unsecured debt issuances, and cash collections generated by portfolio asset sales to third parties.

We utilize measurement tools to assess and monitor the level and adequacy of our liquidity position, liquidity conditions and trends. We measure and forecast liquidity and liquidity risks under different hypothetical scenarios and across different horizons. We use a liquidity stress testing framework to better understand the range of potential risks and their impacts to which BancShares is exposed. Stress test results inform our business strategy, risk appetite, levels of liquid assets, and contingency funding plans. Also included among our liquidity measurement tools are key risk indicators that assist in identifying potential liquidity risk and stress events.

BancShares maintains a framework to establish liquidity risk tolerances, monitoring, and breach escalation protocol to alert management of potential funding and liquidity risks and to initiate mitigating actions as appropriate. Further, BancShares maintains a contingent funding plan, which details protocols and potential actions to be taken under liquidity stress conditions.

Liquidity includes available cash and HQLS. At September 30, 2025 we had $61.92 billion of high-quality liquid assets (26.5% of total assets) and $31.35 billion of contingent liquidity sources available. Some of the more significant changes from December 31, 2024 included higher available cash level, due in part from deposit growth, maturing investment securities, and funds received in connection with the 2025 Debt Issuances. Also, we increased our borrowing capacity under agreements with the FRB through expansion of the eligible loan population to targeted loans historically not pledged to the FRB. As noted below, the draw period under the Advance Facility Agreement with the FDIC ended March 27, 2025, as of which date, FCB had no outstanding amounts under the facility.

100

Table 49
Liquidity


dollars in millions	September 30, 2025			June 30, 2025			December 31, 2024
Available cash	$	23,917		$	25,332		$	20,545
High-quality liquid securities (1)	38,007			38,284			38,794
High-quality liquid assets	$	61,924		$	63,616		$	59,339

Current Capacity (2) of Credit Facilities:
FHLB facility (3)	$	18,022		$	17,852		$	16,423
FRB facility	13,328			10,561			5,475
FDIC facility (4)	—			—			5,291
Line of credit	—			100			100
Total contingent sources	$	31,350		$	28,513		$	27,289
Total liquid assets and contingent sources	$	93,274		$	92,129		$	86,628
Total uninsured deposits	$	59,746		$	57,805		$	59,510
Coverage ratio of total liquid assets and contingent sources to uninsured deposits	156		%	159		%	146		%

(1) Consists of readily marketable, unpledged securities, as well as securities pledged but not drawn against at the FHLB and available for sale, and generally is comprised of U.S. Treasury and U.S. agency investment securities held outright or via reverse repurchase agreements.

(2) Current capacity is based on the amount of collateral pledged and available for use at September 30, 2025, June 30, 2025 and December 31, 2024.

(3) Refer to Table 50 for additional details.

(4) The Advance Facility Agreement with the FDIC was obtained in connection with SVBB Acquisition and the draw period ended on March 27, 2025.

We fund our operations through deposits and borrowings. Our primary source of liquidity is derived from our various deposit channels, including our Branch Network and Direct Bank. Total deposits at September 30, 2025 were $163.19 billion, an increase of $7.96 billion or 5% from $155.23 billion at December 31, 2024.

We use borrowings to diversify the funding of our business operations. In addition to the Purchase Money Note and FHLB advances, borrowings also include senior unsecured notes, securities sold under customer repurchase agreements, and subordinated notes. Total borrowings at September 30, 2025 were $38.68 billion, an increase of $1.62 billion or 4% from $37.05 billion at December 31, 2024. The increase is primarily due to the 2025 Debt Issuances with aggregate principal amounts totaling $1.85 billion and partially offset by the Linked Quarter Debt Redemption with aggregate principal amounts totaling $350 million, as detailed in the “Interest-bearing Liabilities—Borrowings” section of this MD&A. We continually monitor our capital needs and market conditions in an effort to diversify our borrowing base and capital mix when appropriate.

FHLB Capacity

A source of available funds is advances from the FHLB of Atlanta. We may pledge assets for secured borrowing transactions, which include borrowings from the FHLB and/or FRB, or for other purposes as required or permitted by law. The debt issued in conjunction with these transactions is collateralized by certain discrete receivables, securities, loans, leases and/or underlying equipment. Certain related cash balances are restricted.

Table 50
FHLB Balances


dollars in millions	September 30, 2025		June 30, 2025		December 31, 2024

Total borrowing capacity	$	19,472	$	18,552	$	17,873
Less:
Advances	—		—		—
Letters of credit (1)	1,450		700		1,450
Available capacity	$	18,022	$	17,852	$	16,423
Pledged Non-PCD loans	$	31,945	$	30,835	$	30,421

(1) Letters of credit were established with the FHLB to collateralize public funds. One of the letters of credit expired during the linked quarter and was replaced during the current quarter.

FRB Capacity

Under borrowing arrangements with the FRB, FCB has access to $13.33 billion on a secured basis. We pledged additional loan collateral and increased our borrowing capacity under agreements with the FRB. Loans pledged are disclosed in Note 4—Loans and Leases. There were no outstanding borrowings with the FRB Discount Window at September 30, 2025, June 30, 2025 and December 31, 2024.

101

FDIC Credit Facility

FCB and the FDIC entered into the Advance Facility Agreement, dated as of March 27, 2023, and effective as of November 20, 2023, providing total advances available through March 27, 2025 of up to $70 billion solely to provide liquidity to offset deposit withdrawal or runoff of former SVBB deposit accounts and to fund the unfunded commercial lending commitments acquired in the SVBB Acquisition. There were no amounts outstanding at the end of the draw period on March 27, 2025.

Refer to Note 2—Business Combinations for further discussion.

Contractual Obligations and Commitments

The following table includes significant contractual obligations and commitments as of September 30, 2025, representing required and potential cash outflows, including impacts from purchase accounting adjustments and deferred fees. Refer to Note 18—Commitments and Contingencies for additional information regarding commitments. Financing commitments, letters of credit and deferred purchase commitments are presented at contractual amounts and do not necessarily reflect future cash outflows, as many are expected to expire unused or partially used.

Table 51
Contractual Obligations and Commitments


dollars in millions	Payments Due by Period
	Less than 1 year		1-3 years		4-5 years		Thereafter		Total
Contractual obligations:
Time deposits	$	10,820	$	204	$	50	$	—	$	11,074
Short-term borrowings	423		—		—		—		423
Long-term borrowings (1) (2)	(40)		36,325		(2)		1,969		38,252
Total contractual obligations	$	11,203	$	36,529	$	48	$	1,969	$	49,749
Commitments:
Financing commitments	$	25,857	$	5,798	$	9,050	$	11,230	$	51,935
Letters of credit	1,840		335		266		195		2,636
Deferred purchase agreements	1,870		—		—		—		1,870
Purchase and funding commitments	232		—		—		—		232
Affordable housing partnerships (1)	565		624		55		51		1,295
Total commitments	$	30,364	$	6,757	$	9,371	$	11,476	$	57,968

(1) Long-term borrowings are presented net of purchase accounting adjustments of $97 million. On-balance sheet commitments for affordable housing partnerships are included in other liabilities and presented net of a purchase accounting adjustment of $17 million.

(2) Balance in parenthesis represents the estimated amortization of the purchase accounting adjustment and deferred costs in excess of any principal balance.

Long-term Borrowings

As displayed above in Table 51, we do not have any significant long-term debt obligations due until the Purchase Money Note matures. While scheduled principal payments are not required until maturity in March 2028, FCB may voluntarily prepay principal without a premium or penalty. We will continue to monitor the interest rate environment and assess whether any voluntary prepayments are prudent considering the fixed rate of 3.50%. Potential sources that could fund voluntary prepayments or the amount due at maturity include excess liquidity (primarily comprised of interest-earning deposits at banks and proceeds from maturities and paydowns of investment securities), FHLB advances, deposit growth, and issuance of unsecured debt or other borrowings. At the time of voluntary prepayment or maturity, the interest rates for the potential interest-bearing sources of repayment could be higher than the 3.50% rate.

Refer to the respective “Deposits” and “Borrowings” discussions in the “Interest-bearing Liabilities” section of this MD&A for further details. The Purchase Money Note is discussed further in Note 2—Business Combinations.

102

Counterparty Risk

We enter into interest rate and foreign exchange derivatives as part of our overall risk management practices and also on behalf of our clients. We establish risk metrics and evaluate and manage the counterparty risk associated with these derivative instruments in accordance with the comprehensive Risk Management Framework and Risk Appetite Framework and Statement.

Counterparty credit exposure or counterparty risk is a primary risk of derivative instruments, relating to the ability of a counterparty to perform its financial obligations under the derivative contract. We seek to control credit risk of derivative agreements through counterparty credit approvals, pre-established exposure limits and monitoring procedures, which are integrated with our cash and issuer related credit processes.

Derivative agreements for BancShares’ risk management purposes and for the hedging of client transactions are primarily executed with investment grade financial institutions, with others cleared through certain central party clearing houses. Credit exposure is mitigated via the exchange of collateral between the counterparties covering mark-to-market valuations. Client related derivative transactions, which are primarily related to lending activities, are incorporated into our loan underwriting and reporting processes.

Asset Risk

Asset risk is a form of price risk that is a primary risk of our leasing businesses. This relates to the risk to earning capital arising from changes in the value of owned leasing equipment. Asset risk in our leasing business is evaluated and managed in the divisions and overseen by risk management processes. In our asset-based lending business, we also use residual value guarantees to mitigate or partially mitigate exposure to end of lease residual value exposure on certain of our finance leases. Our business process consists of: (1) setting residual values at transaction inception, (2) systematic periodic residual value reviews, and (3) monitoring levels of residual realizations. Residual realizations, by business and product, are reviewed as part of the quarterly financial and asset quality review. Reviews for impairment are performed at least annually.

In combination with other risk management and monitoring practices, asset risk is monitored through reviews of the equipment markets, including utilization rates and traffic flows; the evaluation of supply and demand dynamics; the impact of new technologies; and changes in regulatory requirements on different types of equipment. At a high level, demand for equipment is correlated with GDP growth trends for the markets the equipment serves, as well as the more immediate conditions of those markets. Cyclicality in the economy and shifts in trade flows due to specific events represent risks to the earnings that can be realized by these businesses. In the Rail segment, BancShares seeks to mitigate these risks by maintaining a relatively young fleet of assets, which can bolster attractive lease and utilization rates.

103

CAPITAL

Capital requirements applicable to BancShares are discussed in the “Regulatory Considerations” section in Item 1. Business of the 2024 Form 10-K, including a discussion of an NPR issued on July 27, 2023 by the federal banking agencies regarding enhanced capital requirements . We will continue to monitor the status of the NPR.

BancShares’ total consolidated assets are between $100 billion and $250 billion, and, as such, BancShares is required to comply with certain enhanced prudential standards applicable to Category IV banking organizations, subject to the applicable transition periods. Additionally, an NPR released by federal banking agencies on August 29, 2023, could change the long-term debt requirements for banks with total consolidated assets of $100 billion or more. If this NPR is finalized as proposed, we expect we would need to issue additional long-term debt to satisfy the requirements. For further discussion, refer to the section entitled “Regulatory Considerations—Enhanced Prudential Standards—Proposed Long-Term Debt & Clean Holding Company Requirements” in Item 1. Business of the 2024 Form 10-K.

BancShares maintains a comprehensive capital adequacy process. BancShares establishes internal capital risk limits and warning thresholds, which utilize Risk-Based and Leverage-Based Capital calculations, internal and external early warning indicators, its capital planning process, and stress testing to evaluate BancShares' capital adequacy for multiple types of risk in both normal and stressed environments. The capital management framework requires contingency plans be defined and may be employed at management’s discretion.

Common and Preferred Stock Dividends

During the first three quarters of 2025, we paid quarterly dividends of $1.95 per share on the Class A common stock and Class B common stock. In October 2025, the Board declared a quarterly dividend on the Class A common stock and Class B common stock of $2.10 per common share. The dividends are payable on December 15, 2025 to stockholders of record as of November 28, 2025.

During the first three quarters of 2025, we paid quarterly dividends on our Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as disclosed in Note 12—Stockholders' Equity. In October 2025, the Board declared dividends on our Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock in accordance with their terms. The dividends are payable on December 15, 2025.

Capital Composition and Ratios

As discussed earlier in the “Recent Events” section of this MD&A, the Board authorized the 2024 SRP and the new 2025 SRP that permitted repurchases upon completion of the 2024 SRP. During the current quarter and current YTD, we repurchased 457,350 and 1,098,992 shares, respectively. Repurchases under the 2025 SRP commenced in September 2025 upon the completion of the 2024 SRP in August 2025. Refer to the “Recent Events” section above for more information and Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for our monthly repurchase activity during the current quarter.

The following table details the change in outstanding Class A common stock through September 30, 2025. Refer to Note 12—Stockholders' Equity for additional information.

Table 52
Changes in Shares of Class A Common Stock Outstanding


	Three Months Ended September 30, 2025	Nine Months Ended September 30, 2025
Class A common stock shares outstanding at beginning of period	12,070,794	12,712,436
Shares repurchased under authorized repurchase plan	(457,350)	(1,098,992)

Class A common stock shares outstanding at end of period	11,613,444	11,613,444

We also had 1,005,185 Class B common stock outstanding at September 30, 2025 and December 31, 2024.

We are committed to effectively managing our capital to protect our depositors, creditors and stockholders. We continually monitor the capital levels and ratios for BancShares and FCB to ensure they exceed the minimum requirements imposed by regulatory authorities and to ensure they are appropriate given growth projections, risk profile and potential changes in the regulatory or external environment. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on our operations or consolidated financial statements.

104

In accordance with GAAP, the unrealized gains and losses on certain assets and liabilities, net of deferred taxes, are included in accumulated other comprehensive loss within stockholders’ equity. These amounts are excluded from the calculation of our regulatory capital ratios under current regulatory guidelines.

Table 53
Analysis of Capital Adequacy


dollars in millions	Basel III Requirements		PCA Well Capitalized Thresholds		September 30, 2025				June 30, 2025			December 31, 2024
					Amount		Ratio			Amount		Ratio		Amount		Ratio		Adjusted Ratio (1)
BancShares
Risk-based capital ratios
Total risk-based capital	10.50	%	10.00	%	$	24,901	14.05	%		$	24,713	14.25	%	$	24,610	15.04	%	14.27	%
Tier 1 risk-based capital	8.50		8.00		21,524		12.15			21,896		12.63		22,137		13.53		12.84
Common equity Tier 1	7.00		6.50		20,643		11.65			21,015		12.12		21,256		12.99		12.33
Tier 1 leverage ratio	4.00		5.00		21,524		9.34			21,896		9.62		22,137		9.90		n/a (2)

FCB
Risk-based capital ratios
Total risk-based capital	10.50	%	10.00	%	$	23,912	13.51	%		$	24,361	14.06	%	$	23,975	14.66	%	13.91	%
Tier 1 risk-based capital	8.50		8.00		21,876		12.36			22,289		12.87		21,852		13.37		12.68
Common equity Tier 1	7.00		6.50		21,876		12.36			22,289		12.87		21,852		13.37		12.68
Tier 1 leverage ratio	4.00		5.00		21,876		9.51			22,289		9.81		21,852		9.78		n/a (2)

(1) Adjusted capital ratios exclude the impact of the FDIC Shared-Loss Agreement and are considered non-GAAP measures. Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

(2) The adjusted tier 1 leverage ratio is not applicable because the FDIC Shared-Loss Agreement did not impact the tier 1 leverage ratio.

A s of September 30, 2025, BancShares and FCB had risk-based capital ratio conservation buffers of 6.05% and 5.51%, respectively, which are in excess of the Basel III conservation buffer of 2.50%. As of December 31, 2024, BancShares and FCB’s risk-based capital ratio conservation buffers were 7.04% and 6.66%, respectively. The capital ratio conservation buffers represent the excess of the regulatory capital ratios as of September 30, 2025 and December 31, 2024 over the Basel III minimum for the applicable ratio. Additional Tier 1 capital for BancShares includes perpetual preferred stock.

Additional Tier 2 capital for BancShares and FCB primarily consists of qualifying ALLL and qualifying subordinated debt.

Dividend Restrictions

Dividends paid from FCB to the Parent Company are the primary source of funds available to the Parent Company for payment of dividends to its stockholders. The Board of Directors of FCB may approve distributions, including dividends, as it deems appropriate, subject to the requirements of the FDIC and the General Statutes of North Carolina, provided that the distributions do not reduce the regulatory capital ratios below the applicable requirements. FCB could have paid additional dividends to the Parent Company in the amount of $6.21 billion while continuing to meet the requirements for well capitalized banks at September 30, 2025. Dividends declared by FCB and paid to the Parent Company amounted to $1.68 billion for the nine months ended September 30, 2025. Payment of dividends is made at the discretion of FCB’s Board of Directors and may be contingent upon satisfactory earnings as well as projected capital needs.

Termination of the Shared-Loss Agreement with the FDIC

The risk-based capital ratios of FCB and BancShares for periods in which the Shared-Loss Agreement (as defined in Note 2—Business Combinations) was effective were calculated using favorable risk-weighted assets (“RWA”) assumptions permissible for Covered Assets (as defined in Note 2—Business Combinations in our 2024 Form 10-K). FCB and the FDIC entered into the Shared-Loss Termination Agreement on April 7, 2025 (the “Shared-Loss Termination Date”) as further discussed in the “Recent Events” section of this MD&A. FCB and BancShares are not permitted after the Shared-Loss Termination Date to apply the favorable RWA assumptions to assets that were previously Covered Assets under the Shared-Loss Agreement. The table above includes risk-based capital ratios as of December 31, 2024, both including and excluding the impact of the Shared-Loss Agreement to illustrate the approximated decreases in the risk-based capital ratios as a result of entering into the Shared-Loss Termination Agreement. Refer to the “Non-GAAP Financial Measurements” section of this MD&A for further discussion.

105

CRITICAL ACCOUNTING ESTIMATES

The accounting and reporting policies of BancShares are described in Note 1—Significant Accounting Policies and Basis of Presentation in the 2024 Form 10-K.

The ALLL is considered a critical accounting estimate. For more information regarding the ALLL, refer to the “Credit Risk— ALLL Methodology” section of this MD&A and Note 5—Allowance for Loan and Lease Losses.

RECENT ACCOUNTING PRONOUNCEMENTS

The following Accounting Standards Updates (“ASUs”) were issued by the Financial Accounting Standards Board but are not yet effective for BancShares:


Standard	Summary of Guidance	Effect on BancShares’ Financial Statements
ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures Issued December 2023	This ASU enhances income tax disclosure requirements primarily by requiring disclosure of specific categories in the rate reconciliation table and disaggregation of income taxes paid by jurisdiction.	Effective for BancShares beginning with our financial statements for the year ending December 31, 2025. BancShares expects to apply the requirements retrospectively. Implementation of this disclosure-only ASU is not expected to have a material impact on our financial statements.
ASU 2024-03—Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses Issued November 2024	This ASU enhances expense disclosures primarily by requiring footnote disaggregation of specified expenses in a tabular format. The ASU does not change the requirements for the presentation of expenses on the face of the income statement.	Effective for BancShares beginning with our financial statements for the year ending December 31, 2027. Early adoption is permitted. The guidance may be applied prospectively or retrospectively. We are currently evaluating the impact of this ASU on our footnote disclosures.

ASU 2025-05—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets Issued July 2025	This ASU provides an optional practical expedient which permits an entity to assume current conditions as of the balance sheet date do not change for the remaining life of current accounts receivable and current contract assets.	Effective for BancShares for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual periods. Early adoption is permitted. If elected, the optional practical expedient is applied prospectively. We are currently evaluating the impact of this ASU on our financial statements and footnote disclosures.
ASU 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software Issued September 2025	This ASU amends certain aspects of the accounting for and disclosure of internal-use software costs. This ASU also includes improvements to the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods, including methods that entities may use to develop software in the future. The ASU also clarifies the criteria that must be met for entities to begin capitalizing software costs.	Effective for BancShares for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The guidance may be applied using either a prospective, retrospective, or modified transition approach. We are currently evaluating the impact of this ASU on our financial statements and footnote disclosures.

NON-GAAP FINANCIAL MEASUREMENTS

BancShares provides certain non-GAAP information in reporting its financial results to give investors additional data to evaluate its operations. A non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance or financial position that may either exclude or include amounts, or is adjusted in some way to the effect of including or excluding amounts, as compared to the most directly comparable measure calculated and presented in accordance with GAAP financial statements. BancShares’ management believes that non-GAAP financial measures, when reviewed in conjunction with GAAP financial information, can provide transparency about, or an alternate means of assessing, its operating results and financial position to its investors, analysts and management. These non-GAAP measures should be considered in addition to, and not superior to or a substitute for, GAAP measures presented in BancShares’ consolidated financial statements and other publicly filed reports. In addition, our non-GAAP measures may be different from or inconsistent with non-GAAP financial measures used by other institutions.

Whenever we refer to a non-GAAP financial measure we will generally define and present the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation between the GAAP financial measure and the non-GAAP financial measure. We describe each of these measures below and explain why we believe the measure to be useful.

106

PPNR

PPNR is a non-GAAP measure of profit or loss calculated as net income plus the provision for credit losses and income tax expense (benefit). PPNR is a measure of segment profit or loss that is meaningful because it enables management and external users of financial statements to assess income before income taxes excluding the provision for credit losses, which can be more volatile when economic conditions are more dynamic.

The following table provides a reconciliation of net income, the comparable GAAP measure, to PPNR:

Table 54
PPNR


dollars in millions	Three Months Ended September 30, 2025
	General Bank		Commercial Bank		SVB Commercial		Rail		Corporate		Total BancShares
Net income (GAAP)	$	320	$	18	$	175	$	17	$	38	$	568
Plus: provision for credit losses	1		168		22		—		—		191
Plus: income tax expense (benefit)	109		6		58		5		5		183
PPNR (non-GAAP)	$	430	$	192	$	255	$	22	$	43	$	942

	Three Months Ended June 30, 2025
	General Bank		Commercial Bank		SVB Commercial		Rail		Corporate		Total BancShares
Net income (GAAP)	$	294	$	102	$	136	$	19	$	24	$	575
Plus: provision for credit losses	13		47		55		—		—		115
Plus: income tax expense (benefit)	101		35		47		6		(6)		183
PPNR (non-GAAP)	$	408	$	184	$	238	$	25	$	18	$	873

	Three Months Ended September 30, 2024
	General Bank		Commercial Bank		SVB Commercial		Rail		Corporate		Total BancShares
Net income (GAAP)	$	202	$	124	$	187	$	20	$	106	$	639
Plus: provision for credit losses	55		11		51		—		—		117
Plus: income tax expense	99		41		75		8		11		234
PPNR (non-GAAP)	$	356	$	176	$	313	$	28	$	117	$	990

	Nine Months Ended September 30, 2025
	General Bank		Commercial Bank		SVB Commercial		Rail		Corporate		Total BancShares
Net income (GAAP)	$	867	$	163	$	477	$	58	$	61	$	1,626
Plus: provision for credit losses	60		300		100		—		—		460
Plus: income tax expense (benefit)	298		56		162		19		(1)		534
PPNR (non-GAAP)	$	1,225	$	519	$	739	$	77	$	60	$	2,620

	Nine Months Ended September 30, 2024
	General Bank		Commercial Bank		SVB Commercial		Rail		Corporate		Total BancShares
Net income (GAAP)	$	655	$	359	$	594	$	70	$	399	$	2,077
Plus: provision for credit losses	113		70		93		—		—		276
Plus: income tax expense	270		127		235		27		120		779
PPNR (non-GAAP)	$	1,038	$	556	$	922	$	97	$	519	$	3,132

107

Net Rental Income on Operating Lease Equipment for Commercial Bank and Rail Segments

Net rental income on operating lease equipment is a non-GAAP measure calculated as rental income on operating lease equipment less depreciation on operating lease equipment, as well as maintenance and other operating lease expenses, if any. Presentation of net rental income for the Commercial Bank and Rail segments also results in the noninterest income, noninterest expense, and revenue subtotals being presented net of depreciation and maintenance. These measures are meaningful because they enable management to monitor the performance and profitability of operating leases after deducting direct expenses.

The following tables reconcile the most comparable GAAP measures to the non-GAAP measures for the Commercial Bank and Rail segments.

Table 55
Commercial Bank Segment


dollars in millions		Three Months Ended						Nine Months Ended
		September 30, 2025		June 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Rental income on operating leases (GAAP)		$	54	$	54	$	57	$	164	$	172
Less: depreciation on operating lease equipment	a	43		44		47		131		141

Net rental income on operating lease equipment (non-GAAP)		$	11	$	10	$	10	$	33	$	31

Total noninterest income (GAAP)	b	$	155	$	152	$	136	$	432	$	411
Noninterest income, net of depreciation (non-GAAP)	b-a	112		108		89		301		270
Total revenue (GAAP)	c	458		451		441		1,327		1,327
Revenue, net of depreciation (non-GAAP)	c-a	415		407		394		1,196		1,186
Total noninterest expense (GAAP)	d	266		267		265		808		771
Noninterest expense, net of depreciation (non-GAAP)	d-a	223		223		218		677		630

Rail segment net income, rental income on operating lease equipment and net rental income on operating lease equipment are utilized to measure profitability. Net rental income on operating lease equipment is calculated as rental income on operating lease equipment reduced by depreciation, maintenance and other operating lease expenses. Due to the nature of our portfolio, which is essentially all operating lease equipment, certain financial measures commonly used by banks, such as NII, are not as meaningful for this segment. NII is not used because it includes the impact of debt costs funding our operating lease assets but excludes the associated net rental income.

Table 56
Rail Segment


dollars in millions		Three Months Ended						Nine Months Ended
		September 30, 2025		June 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Rental income on operating leases (GAAP)		$	219	$	218	$	205	$	651	$	604
Less: depreciation on operating lease equipment	a	55		56		52		165		152
Less: maintenance and other operating lease expenses	b	67		55		59		180		164
Net rental income on operating lease equipment (non-GAAP)		$	97	$	107	$	94	$	306	$	288

Total noninterest income (GAAP)	c	$	221	$	221	$	207	$	658	$	612
Noninterest income, net of depreciation and maintenance (non-GAAP)	c-a-b	99		110		96		313		296
Total revenue (GAAP)	d	166		168		159		498		476
Revenue, net of depreciation and maintenance (non-GAAP)	d-a-b	44		57		48		153		160
Total noninterest expense (GAAP)	e	144		143		131		421		379
Noninterest expense, net of depreciation and maintenance (non-GAAP)	e-a-b	22		32		20		76		63

108

NII, NIM, and Interest and Fees on Loans, Excluding PAA

NII and NIM, excluding PAA, and interest and fees on loans, excluding loan PAA are meaningful metrics as they allow management to analyze NII, NIM and loan interest income trends more directly related to the rates of the underlying interest-earning assets and interest-bearing liabilities. Loan PAA is primarily related to the loan discount in the SVBB Acquisition. Other PAA is primarily related to the discount on the Purchase Money Note and the premium on deposits assumed in the merger with CIT Group Inc.

The following table reconciles NII to NII, excluding PAA, NIM to NIM, excluding PAA, and interest and fees on loans to interest and fees on loans, excluding loan PAA:

Table 57
NII, NIM, and Interest and Fees on Loans, Excluding PAA


dollars in millions		Three Months Ended									Nine Months Ended
		September 30, 2025			June 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
NII (GAAP)	a	$	1,734		$	1,695		$	1,796		$	5,092		$	5,434
Loan PAA	b	71			75			107			230			415
Other PAA	c	(10)			(9)			(6)			(28)			(16)
PAA	d = (b+c)	61			66			101			202			399
NII, excluding PAA (non-GAAP)	e = (a-d)	$	1,673		$	1,629		$	1,695		$	4,890		$	5,035
Annualized NII	f = a annualized	$	6,878		$	6,800		$	7,147		$	6,808		$	7,259
Annualized NII, excluding PAA	g = e annualized	6,637			6,533			6,746			6,537			6,726
Average interest-earning assets	h	$	211,042		$	208,175		$	202,199		$	208,432		$	200,503
NIM (GAAP)	f/h	3.26		%	3.26		%	3.53		%	3.26		%	3.62		%
NIM, excluding PAA (non-GAAP)	g/h	3.15			3.14			3.33			3.13			3.35

Interest and fees on loans (GAAP)		$	2,300		$	2,270		$	2,430		$	6,806		$	7,206
Less: loan PAA	b	71			75			107			230			415
Interest and fees on loans, excluding loan PAA (non-GAAP)		$	2,229		$	2,195		$	2,323		$	6,576		$	6,791

109

Adjusted Risk-Based Capital Ratios

FCB and the FDIC entered into the Shared-Loss Termination Agreement on April 7, 2025, after which time FCB and BancShares were no longer permitted to apply favorable RWA assumptions to the Covered Assets under the Shared-Loss Agreement. Adjusted risk-based capital ratios exclude the favorable impact of the Shared-Loss Agreement and are meaningful metrics as these ratios are expected to decrease in future periods.

The following table reconciles the Shared-Loss Agreement impact to the total risk-based, CET1 and tier 1 capital ratios of BancShares and FCB:

Table 58
Adjusted Risk-Based Capital Ratios


		December 31, 2024
			BancShares			FCB
Risk-weighted assets (GAAP)	a		$	163,615		$	163,493
Plus: impact of FDIC Shared-Loss Agreement			8,813			8,813
Adjusted risk-weighted assets (non-GAAP)	b		$	172,428		$	172,306

Total Risk-Based Capital Ratio
Total risk-based capital	c		$	24,610		$	23,975
Total risk-based capital ratio (GAAP)	c/a		15.04		%	14.66		%
Less: impact of FDIC Shared-Loss Agreement			0.77			0.75
Adjusted total risk-based capital ratio (non-GAAP)	c/b		14.27		%	13.91		%

CET1 Capital Ratio
CET1 capital	d		$	21,256		$	21,852
CET1 capital ratio (GAAP)	d/a		12.99		%	13.37		%
Less: impact of FDIC Shared-Loss Agreement			0.66			0.69
Adjusted CET1 capital ratio (non-GAAP)	d/b		12.33		%	12.68		%

Tier 1 Risk-Based Capital Ratio
Tier 1 risk-based capital	e		$	22,137		$	21,852
Tier 1 risk-based capital ratio (GAAP)	e/a		13.53		%	13.37		%
Less: impact of FDIC Shared-Loss Agreement			0.69			0.69
Adjusted tier 1 risk-based capital ratio (non-GAAP)	e/b		12.84		%	12.68		%

110

Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans, asset quality, future performance, and other strategic goals of BancShares. Words such as “anticipates,” “believes,” “estimates,” “expects,” “predicts,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will,” “potential,” “continue,” “aims,” “strives” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BancShares’ current expectations and assumptions regarding BancShares’ business, the economy, and other future conditions.

Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Many possible events or factors could affect BancShares’ future financial results and performance and could cause actual results, performance or achievements of BancShares to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, general competitive, economic (including the imposition of tariffs or trade barriers on trading partners), political (including impacts of the U.S. government shutdown), geopolitical (including conflicts in Ukraine and the Middle East), natural disasters and market conditions, including changes in competitive pressures among financial institutions and the impacts related to or resulting from previous bank failures, the risks and impacts of future bank failures and other volatility in the banking industry, public perceptions of our business practices, including our deposit pricing and acquisition activity, the financial success or changing conditions or strategies of BancShares’ vendors or customers, including changes in demand for deposits, loans and other financial services, fluctuations in interest rates, changes in the quality or composition of BancShares’ loan or investment portfolio, actions of government regulators, including interest rate decisions by the Federal Reserve, changes to estimates of future costs and benefits of actions taken by BancShares, BancShares’ ability to maintain adequate sources of funding and liquidity, the potential impact of decisions by the Federal Reserve on BancShares’ capital plans, adverse developments with respect to U.S. or global economic conditions, including significant turbulence in the capital or financial markets, the impact of any sustained or elevated inflationary environment, the impact of any cyberattack, information or security breach, the impact of implementation and compliance with current or proposed laws, regulations and regulatory interpretations, including potential increased regulatory requirements, limitations, and costs, such as FDIC special assessments, increases to FDIC deposit insurance premiums and the proposed interagency rule on regulatory capital, along with the risk that such laws, regulations and regulatory interpretations may change, the availability of capital and personnel, and the risks associated with BancShares’ previously completed acquisition transactions, the pending BMO Branch Acquisition, or any future transactions.

BancShares’ 2025 SRP allows BancShares to repurchase shares of its Class A common stock through 2026. BancShares is not obligated under the 2025 SRP to repurchase any minimum or particular number of shares, and repurchases may be suspended or discontinued at any time (subject to the terms of any Rule 10b5-1 plan in effect) without prior notice. The authorization to repurchase Class A common stock pursuant to the 2025 SRP will be utilized at management’s discretion. The actual timing and amount of Class A common stock that may be repurchased under the plan will depend on a number of factors, including the terms of any Rule 10b5-1 plan then in effect, price, general business and market conditions, regulatory requirements, and alternative investment opportunities or capital needs.

Except to the extent required by applicable laws or regulations, BancShares disclaims any obligation to update forward-looking statements or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Additional factors which could affect the forward-looking statements can be found in the 2024 Form 10-K and BancShares’ other filings with the Securities and Exchange Commission.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Market risk is the potential economic loss resulting from changes in market prices and interest rates. This risk can either result in diminished current fair values of financial instruments or reduced NII in future periods. Changes in fair value that result from movement in market rates cannot be predicted with any degree of certainty. Therefore, the impact that future changes in market rates will have on the fair values of financial instruments is uncertain.

The information required by this Item 3. Quantitative and Qualitative Disclosures about Market Risk is set forth in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations within the “Risk Management” section and in Item 1. Financial Statements within Note 10—Derivative Financial Instruments and Note 11—Fair Value of this Form 10-Q.

Item 4. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision of and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that we are able to record, process, summarize and report in a timely manner the information required to be disclosed in the reports we file under the Exchange Act.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

We review our internal controls over financial reporting on an ongoing basis and make changes intended to ensure the quality of our financial reporting. There were no changes in our internal control over financial reporting during the third quarter of 2025 that have materially affected, or are reasonably likely to materially affect, BancShares’ internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The Parent Company and certain of its subsidiaries are named as defendants in various legal actions arising from our normal business activities in which damages in various amounts were claimed. Although the amount of any ultimate liability with respect to those matters cannot be determined, in the opinion of management, no legal actions currently exist that would be material to BancShares’ consolidated financial statements. Additional information relating to legal proceedings is set forth in Note 18—Commitments and Contingencies of the Notes to Consolidated Financial Statements contained in Item 1. Financial Statements.

Item 1A. Risk Factors.

Except for the updated risk factor set forth below, there have been no material changes in the risk factors during 2025 from those reported in our 2024 Form 10-K . For a discussion of the risks and uncertainties that management believes are material to an investment in us, refer to Part I, Item 1A. Risk Factors , of our 2024 Form 10-K , and Forward-Looking Statements of this Form 10-Q.

Changes in domestic and foreign trade policies, including the imposition of tariffs and retaliatory tariffs, and other factors beyond our control may adversely impact our business, financial condition, and results of operations.

The U.S. government recently announced changes to its trade policies, including increasing tariffs on imports, in some cases significantly, and potentially renegotiating or terminating existing trade agreements. The current tariff environment is dynamic and uncertain, as the U.S. government has announced widespread tariff reform, with the effectiveness delayed in many cases. Changes to tariffs and other trade restrictions can be announced at any time with little or no notice. We cannot predict with certainty the future trade policy of the United States or other countries. Additionally, potential tariffs or other U.S. trade policy measures have triggered retaliatory actions by other countries such as China. Increased tariffs and trade restrictions may cause the prices of our customers’ products to increase, which could reduce demand for such products, or reduce our customers’ margins, and adversely impact their revenues, financial results, and ability to service debt. This, in turn, could adversely impact our financial condition and results of operations. Tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global financial markets and economic conditions. Disruptions and volatility in the financial markets may lead to adverse changes in the availability, terms and cost of capital, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

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

(c) The following table summarizes our monthly Class A common stock repurchase activity during the three months ended September 30, 2025. Subsequent to September 30, 2025, BancShares purchased an additional 183,077 shares of Class A common stock through October 31, 2025 under the 2025 SRP.

Table 59
Issuer Purchases of Class A Common Stock


dollars in millions, except per share data	Total Number of Class A Shares Purchased	Average Price Paid per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plan	Approximate Dollar Value of Shares that May Yet be Purchased Under Plan

Repurchases from July 1 - 31, 2025	147,365	$	2,094.63	147,365	$	302
Repurchases from August 1 - 31, 2025 (1)	157,722	1,916.88		157,722	4,000
Repurchases from September 1 - 30, 2025	152,263	1,898.02		152,263	3,711
Total	457,350	$	1,967.87	457,350	$	3,711

(1) Represents the final repurchases completed under the 2024 SRP.

On July 25, 2024, BancShares announced that the Board authorized the 2024 SRP, which allowed BancShares to repurchase shares of its Class A common stock in an aggregate amount up to $3.5 billion through December 31, 2025. The remaining authorized amount was utilized for share repurchases during the third quarter of 2025 until the 2024 SRP was completed at the end of August 2025.

On July 25, 2025, BancShares announced that the Board authorized the new 2025 SRP, which allows BancShares to repurchase shares of its Class A common stock in an aggregate amount up to $4.0 billion. Repurchases under the 2025 SRP commenced in September 2025 upon completion of the 2024 SRP at the end of August 2025 and may be made through December 31, 2026.

Under the authorized 2025 SRP, shares of BancShares’ Class A common stock may be purchased from time to time on the open market or in privately negotiated transactions, including through a Rule 10b5-1 plan, but the Board’s action does not obligate BancShares to repurchase any minimum or particular number of shares, and repurchases may be suspended or discontinued at any time (subject to the terms of any Rule 10b5-1 plan in effect) without prior notice.

Item 5. Other Information.

During the third quarter of 2025, none of BancShares’ directors or officers adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits.

EXHIBIT INDEX














































4.1						Instruments defining the rights of holders of long-term debt will be furnished to the SEC upon request.
4.2						Amendment No. 1 to Custodial and Paying Agency Agreement, dated July 18, 2025, by and among First-Citizens Bank & Trust Company, individually and as custodian and debtor, U.S. Bank Trust Company, National Association, as paying agent, and the Federal Deposit Insurance Corporation, as receiver for Silicon Valley Bridge Bank, National Association, as notes designee and as collateral agent . (filed herewith)



31.1						Certification of Chief Executive Officer (filed herewith)
31.2						Certification of Chief Financial Officer (filed herewith)
32.1						Certification of Chief Executive Officer (filed herewith)
32.2						Certification of Chief Financial Officer (filed herewith)

*101.INS						Inline XBRL Instance Document (filed herewith)
*101.SCH						Inline XBRL Taxonomy Extension Schema (filed herewith)
*101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
*101.LAB						Inline XBRL Taxonomy Extension Label Linkbase (filed herewith)
*101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
*101.DEF						Inline XBRL Taxonomy Definition Linkbase (filed herewith)
*104						Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101)

*						Interactive data files are furnished but not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:

November 7, 2025

First Citizens BancShares, Inc.

(Registrant)

By:

/s/ Craig L. Nix

Craig L. Nix

Chief Financial Officer

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TABLE OF CONTENTS

Part I, Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 5. Other Information Item 6. Exhibits

Exhibits

4.2 Amendment No. 1 to Custodial and Paying Agency Agreement, dated July 18, 2025, by and among First-Citizens Bank & Trust Company, individually and as custodian and debtor, U.S. BankTrust Company, National Association, as paying agent, and the Federal Deposit Insurance Corporation, as receiver for Silicon Valley Bridge Bank, National Association, as notes designee and as collateral agent.(filed herewith) 31.1 Certification of Chief Executive Officer (filed herewith) 31.2 Certification of Chief Financial Officer (filed herewith) 32.1 Certification of Chief Executive Officer (filed herewith) 32.2 Certification of Chief Financial Officer (filed herewith)

FCNCA 10-Q Quarter ended Sept. 30, 2025

Exhibits