Form 8-K/A

8-K/A — HUNTINGTON BANCSHARES INC /MD/

Accession: 0000049196-26-000029

Filed: 2026-04-15

Period: 2026-02-01

CIK: 0000049196

SIC: 6021 (NATIONAL COMMERCIAL BANKS)

Item: Financial Statements and Exhibits

Documents

8-K/A — hban-20260201.htm (Primary)

EX-23.1 (ex231-forvismazarsconsent.htm)

EX-99.1 (ex991cade2025consolidatedf.htm)

EX-99.2 (ex992proformashbancade.htm)

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8-K/A

8-K/A (Primary)

Filename: hban-20260201.htm · Sequence: 1

hban-20260201

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________________________________________________________________

FORM 8-K/A

(Amendment No. 1)

_______________________________________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 1, 2026

______________________________________________________________________________________________________________________________

Huntington Bancshares Incorporated

(Exact name of registrant as specified in its charter)

_______________________________________________________________________________________________________________________________

Maryland 1-34073 31-0724920

(State or other jurisdiction of

incorporation or organization) (Commission

File Number) (I.R.S. Employer

Identification No.)

Registrant's address: 41 South High Street, Columbus, Ohio 43287

Registrant’s telephone number, including area code: (614) 480-2265

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

_______________________________________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Depositary Shares (each representing a 1/40th interest in a share of 4.500% Series H Non-Cumulative, perpetual preferred stock) HBANP

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/1000th interest in a share of 5.70% Series I Non-Cumulative, perpetual preferred stock) HBANM

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/40th interest in a share of 6.875% Series J Non-Cumulative, perpetual preferred stock) HBANL

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/1000th interest in a share of 5.50% Series L Non-Cumulative, perpetual preferred stock)

HBANZ

The Nasdaq Stock Market LLC

Common Stock—Par Value $0.01 per Share HBAN

The Nasdaq Stock Market LLC

Nasdaq Texas, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§24012b-2).

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. ☐

Explanatory Note

Effective February 1, 2026, Huntington Bancshares Incorporated (“Huntington” or the "Company") completed its acquisition of Cadence Bank (“Cadence”) pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of October 26, 2025, by and among Huntington, The Huntington National Bank, a national bank and wholly owned subsidiary of Huntington ("Huntington National Bank"), and Cadence, as previously disclosed in Huntington's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 2, 2026 (the “Original Form 8-K”). Pursuant to the Merger Agreement, Cadence merged with and into Huntington National Bank, with Huntington National Bank continuing as the surviving bank (the "Transaction").

This Current Report on Form 8-K/A (the "Amendment") is being filed to amend and supplement the Original Form 8-K to include the financial statements of Cadence and the pro forma financial information required by Item 9.01 of Form 8-K.

The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that Huntington and Cadence would have achieved had the companies been combined during the period presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Transaction. Except as described above, this Amendment does not otherwise amend, modify, or update the disclosures contained in the Original Form 8-K and should be read in conjunction with the Original Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of Cadence as of December 31, 2025 and 2024, and for each of the fiscal years ended December 31, 2025, 2024, and 2023 are filed as Exhibit 99.1 hereto and incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance sheet of Huntington as of December 31, 2025, giving effect to the Transaction as if it had occurred on December 31, 2025, and the unaudited pro forma condensed combined statement of income of Huntington for the year ended December 31, 2025, giving effect to the Transaction as if it had occurred on January 1, 2025, are filed as Exhibit 99.2 hereto and incorporated herein by reference.

(d) Exhibits.

Exhibit No. Description

23.1

Consent of Forvis Mazars, LLP, independent registered public accounting firm (with respect to Cadence Bank).

99.1

Audited consolidated financial statements of Cadence Bank as of December 31, 2025 and 2024, and for each of the fiscal years ended December 31, 2025, 2024, and 2023.

99.2

Unaudited pro forma condensed combined financial statements of Huntington Bancshares Incorporated and Cadence Bank as of and for the year ended December 31, 2025.

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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 hereunto duly authorized.

HUNTINGTON BANCSHARES INCORPORATED

Date: April 15, 2026 By:

/s/ Marcy C. Hingst

Marcy C. Hingst

General Counsel

EX-23.1

Filename: ex231-forvismazarsconsent.htm · Sequence: 2

Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-285441) and Form S-8 (Nos. 33-10546, 33-41774, 33-44208, 333-136692, 333-144403, 333-153573, 333-158335, 333-161779, 333-161780, 333-168824, 333-173831, 333-183325, 333-187725, 333-202349, 333-206720, 333-224665, 333-224666, 333-255677, and 333-279026) of Huntington Bancshares Incorporated of our report dated February 20, 2026, with respect to the consolidated financial statements of Cadence Bank as of December 31, 2025, which report is included in this Form 8-K/A of Huntington Bancshares Incorporated.

/s/ Forvis Mazars, LLP

Fort Worth, Texas

April 15, 2026

EX-99.1

Filename: ex991cade2025consolidatedf.htm · Sequence: 3

Document

Exhibit 99.1

Consolidated Financial Statements

Years Ended December 31, 2025, 2024 and 2023,

With Independent Auditors’ Report

CADENCE BANK

For the Fiscal Year Ended December 31, 2025

TABLE OF CONTENTS

Page

Glossary of Defined Terms 3

Independent Auditor’s Report 5

Financial Statements 7

Notes to Consolidated Financial Statements

Glossary of Defined Terms

ACL - Allowance for credit losses

AFS - Available for sale

AICPA - American Institute of Certified Public Accountants

AOCI - Accumulated other comprehensive income (loss)

ASC - Accounting Standards Codification

ASU - Accounting Standards Update

ATM - Automated teller machine

Basel III - Basel Committee's 2010 Regulatory Capital Framework (Third Accord)

Basel Committee - Basel Committee on Banking Supervision

Board - the Company’s Board of Directors

BOLI - Bank-owned life insurance

BTFP - Bank Term Funding Program

C&I - Commercial and industrial

CAD - Construction, acquisition and development

CAMT - Corporate alternative minimum tax rate

CDE - Community development entity

CECL - ASU 2016-13, Measurement of Credit Losses on Financial Instruments ("Current Expected Credit Losses")

CEO - Chief Executive Officer

CET1 - Common Equity Tier 1

CFPB - Consumer Financial Protection Bureau

CODM - Chief operating decision maker

Company - Cadence Bank and its subsidiaries

COSO - Committee of Sponsoring Organizations of the Treadway Commission

CPR - Conditional Prepayment Rate

CRE - Commercial real estate

CSC - Contractual servicing cost

DOJ - U.S. Department of Justice

EIR - Effective interest rate

EPS - Earnings per share

FASB - Financial Accounting Standards Board

FCB - First Chatham Bank

FDIC - Federal Deposit Insurance Corporation

FDM - Financial difficulty modification

Federal Reserve - Board of Governors of the Federal Reserve System

FHA - Federal Housing Administration

FHLB - Federal Home Loan Bank

FHLMC - Federal Home Loan Mortgage Corporation

FNMA - Federal National Mortgage Association

FRB - Federal Reserve Bank

GAAP - Generally Accepted Accounting Principles in the United States

GAAS - Generally Accepted Auditing Standards in the United States

GNMA - Government National Mortgage Association

HTC - Historic tax credits

IBS - Industry Bancshares, Inc.

IRA of 2022 - Inflation Reduction Act of 2022

IRR - Interest rate risk

LTV - Loan to value

MBS - Mortgage-backed securities

MDBCF - Mississippi Department of Banking and Consumer Finance

MSR - Mortgage servicing rights

NAV - Net asset value

NM - Not meaningful

NMTC - New market tax credit

NPL - Nonperforming loan(s)

OBBB - One Big Beautiful Bill Act

OIS - Overnight Index Swap

OREO - Other real estate owned

PCD - Purchased credit deteriorated

Preferred Stock - 5.50% Series A Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share, of the Company

PSU - Performance stock unit

ROU - Right of use

RSA - Restricted stock award

RSU - Restricted stock unit

SBA - Small Business Administration

SBIC - Small Business Investment Company

SNC - Shared National Credit

SOFR - Secured Overnight Financing Rate

TBA - To be announced

TCJA - Tax Cuts and Jobs Act of 2017

TDR - Troubled debt restructuring

USDA - U.S. Department of Agriculture

VA - U.S. Department of Veterans Affairs

VIE - Variable interest entity

YTD - Year to date

Independent Auditor’s Report

To the Board of Directors and Audit Committee

Huntington Bancshares Incorporated (acquirer of Cadence Bank and Subsidiaries as of February 1, 2026)

Columbus, Ohio

Opinion

We have audited the consolidated financial statements of Cadence Bank and Subsidiaries (the “Company”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes to the financial statements.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter

As discussed in Note 25, Subsequent Event, to the consolidated financial statements, effective February 1, 2026, the Company was acquired through an all-stock transaction by Huntington Bancshares Incorporated. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ Forvis Mazars, LLP

Fort Worth, Texas

February 20, 2026

FINANCIAL STATEMENTS.

Consolidated Balance Sheets

Cadence Bank and Subsidiaries

(In thousands, except share and per share amounts) December 31, 2025 December 31, 2024

ASSETS

Cash and due from banks

$ 778,722

$ 624,884

Interest bearing deposits with other banks and Federal funds sold

1,436,507

1,106,692

Total cash and cash equivalents

2,215,229

1,731,576

Available for sale securities, at fair value

9,117,370

7,293,988

Loans and leases, net of unearned income

37,246,384

33,741,755

Allowance for credit losses

495,093

460,793

Net loans and leases

36,751,291

33,280,962

Loans held for sale, at fair value

267,281

244,192

Premises and equipment, net

846,624

783,456

Goodwill

1,514,244

1,366,923

Other intangible assets, net

141,528

83,190

Bank-owned life insurance

770,431

651,838

Other assets

1,905,046

1,583,065

TOTAL ASSETS

$ 53,529,044

$ 47,019,190

LIABILITIES

Noninterest bearing demand deposits

$ 9,429,598

$ 8,591,805

Interest bearing demand and money market deposits

21,129,189

19,345,114

Savings

3,026,218

2,588,406

Time deposits

10,554,274

9,970,876

Total deposits

44,139,279

40,496,201

Securities sold under agreement to repurchase

24,828

23,616

Short-term FHLB borrowings

1,225,000

—

Subordinated and long-term borrowings

940,645

10,706

Other liabilities

955,631

918,984

TOTAL LIABILITIES

47,285,383

41,449,507

SHAREHOLDERS' EQUITY

Series A Non-Cumulative Perpetual Preferred stock, $0.01 par value per share; authorized - 500,000,000 shares; issued and outstanding - 6,900,000 shares for both periods presented

166,993

Common stock, $2.50 par value per share; authorized - 500,000,000 shares; issued and outstanding - 186,622,108 and 183,527,575 shares, respectively

466,555

458,819

Capital surplus

2,814,628

2,742,913

Accumulated other comprehensive loss

(428,322)

(694,495)

Retained earnings

3,223,807

2,895,453

TOTAL SHAREHOLDERS' EQUITY

6,243,661

5,569,683

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$ 53,529,044

$ 47,019,190

See accompanying notes to the consolidated financial statements.

Consolidated Statements of Income

Cadence Bank and Subsidiaries

Year Ended December 31,

(In thousands, except per share amounts) 2025 2024 2023

INTEREST REVENUE:

Loans and leases

$ 2,257,565

$ 2,164,633

$ 2,004,812

Available for sale securities:

Taxable

294,787

243,466

208,122

Tax-exempt

7,839

2,598

9,206

Loans held for sale

6,832

6,161

4,450

Short-term investments

59,464

130,499

83,577

Total interest revenue

2,626,487

2,547,357

2,310,167

INTEREST EXPENSE:

Interest bearing demand deposits and money market accounts

518,290

573,826

472,723

Savings

17,464

14,922

14,955

Time deposits

416,634

368,572

246,476

Federal funds purchased and securities sold under agreement to repurchase

5,275

4,101

32,581

Short-term borrowings

38,455

136,434

172,940

Subordinated and long-term borrowings

38,427

13,287

19,136

Total interest expense

1,034,545

1,111,142

958,811

Net interest revenue

1,591,942

1,436,215

1,351,356

Provision for credit losses

111,000

71,000

80,000

Net interest revenue, after provision for credit losses

1,480,942

1,365,215

1,271,356

NONINTEREST REVENUE:

Wealth management

98,482

94,922

86,928

Deposit service charges

73,993

73,497

61,718

Credit card, debit card and merchant fees

52,147

50,245

49,784

Mortgage banking

25,951

17,303

18,978

Security gains (losses), net

4,304

(2,962)

(435,652)

Other

123,657

123,505

101,901

Total noninterest revenue

378,534

356,510

(116,343)

NONINTEREST EXPENSE:

Salaries and employee benefits

668,665

609,307

634,722

Occupancy and equipment

120,394

114,175

110,972

Data processing and software

127,610

121,884

120,443

Deposit insurance assessments

33,661

39,922

72,224

Amortization of intangibles

22,764

15,902

19,388

Pension settlement expense

—

11,826

Merger expense

28,114

—

5,192

Other

162,562

144,338

181,156

Total noninterest expense

1,163,770

1,045,528

1,155,923

Income (loss) from continuing operations before income taxes

695,706

676,197

(910)

Income tax expense (benefit)

151,242

152,593

(4,594)

Income from continuing operations

$ 544,464

$ 523,604

$ 3,684

Income from discontinued operations before income taxes

—

727,591

Income tax expense from discontinued operations

—

188,971

Income from discontinued operations, net of income taxes

—

538,620

Net income

544,464

523,604

542,304

Less: preferred dividends

11,860

9,488

Net income available to common shareholders

$ 532,604

$ 514,116

$ 532,816

Basic earnings (loss) per common share from continuing operations

$ 2.87

$ 2.81

$ (0.03)

Basic earnings per common share

$ 2.87

$ 2.81

$ 2.92

Diluted earnings (loss) per common share from continuing operations

$ 2.83

$ 2.77

$ (0.03)

Diluted earnings per common share

$ 2.83

$ 2.77

$ 2.92

See accompanying notes to the consolidated financial statements.

Consolidated Statements of Comprehensive Income

Cadence Bank and Subsidiaries

Year Ended December 31,

(In thousands) 2025 2024 2023

Net income

$ 544,464

$ 523,604

$ 542,304

Other comprehensive income, net of tax:

Unrealized gains on AFS securities:

Net unrealized gains, net of income taxes of $(78,972), $(21,118), and $(243,832), respectively, net of hedges

255,375

68,286

788,474

Reclassification adjustment for net gains (losses) realized in net income, net of income taxes of $(1,017), $700, and $102,901, respectively

3,287

(2,262)

(332,751)

Net change in unrealized gains on AFS securities, net of tax, net of hedges

258,662

66,024

455,723

Recognized employee benefit plan net periodic benefit cost, net of income taxes of $(2,323), $(405), and $(1,542), respectively

7,511

1,310

4,986

Other comprehensive income, net of tax

266,173

67,334

460,709

Comprehensive income

$ 810,637

$ 590,938

$ 1,003,013

See accompanying notes to the unaudited consolidated financial statements.

Consolidated Statements of Shareholders' Equity

Cadence Bank and Subsidiaries

Preferred Stock Common Stock Capital Surplus Accumulated Other Comprehensive (Loss) Income Retained Earnings Total Shareholders' Equity

(In thousands, except share and per share amounts) Shares Amount Shares Amount

Balance at December 31, 2022

6,900,000

$ 166,993

182,437,265

$ 456,093

$ 2,709,391

$ (1,222,538)

$ 2,201,435

$ 4,311,374

Net income

—

542,304

Other comprehensive income, net of tax

—

460,709

—

460,709

Equity based compensation, net of forfeitures and shares withheld to cover taxes

—

334,910

837

30,188

—

31,025

Exercise of stock options

—

226,705

567

5,579

—

6,146

Repurchase of stock, net of excise tax

—

(127,105)

(318)

(2,092)

—

(2,410)

Preferred dividends declared, $1.38 per share

—

(9,488)

Cash dividends declared, $0.94 per share

—

(171,622)

Cumulative effect of change in accounting principle, net of tax, for ASU 2022-02

—

(195)

Balance at December 31, 2023

6,900,000

$ 166,993

182,871,775

$ 457,179

$ 2,743,066

$ (761,829)

$ 2,562,434

$ 5,167,843

Net income

—

523,604

Other comprehensive income, net of tax

—

67,334

—

67,334

Equity based compensation, net of forfeitures and shares withheld to cover taxes

—

1,076,811

2,693

9,646

—

12,339

Exercise of stock options

—

895,289

2,238

22,353

—

24,591

Repurchase of stock, net of excise tax

—

(1,316,300)

(3,291)

(32,152)

—

(35,443)

Preferred dividends declared, $1.38 per share

—

(9,488)

Cash dividends declared, $1.00 per share

—

(182,637)

Cumulative effect of change in accounting principle, net of tax, for ASU 2023-02

—

1,540

Balance at December 31, 2024

6,900,000

$ 166,993

183,527,575

$ 458,819

$ 2,742,913

$ (694,495)

$ 2,895,453

$ 5,569,683

Net income

—

544,464

Other comprehensive income, net of tax

—

266,173

—

266,173

Equity based compensation, net of forfeitures and shares withheld to cover taxes

—

867,071

2,168

12,307

—

14,475

Repurchase of stock, net of excise tax

—

(72,288)

(181)

(2,134)

—

(2,315)

Issuance of stock in conjunction with acquisitions

—

2,299,750

5,749

61,542

—

67,291

Preferred dividends declared, $1.72 per share

—

(11,860)

Cash dividends declared, $1.10 per share

—

(204,250)

Balance at December 31, 2025

6,900,000

$ 166,993

186,622,108

$ 466,555

$ 2,814,628

$ (428,322)

$ 3,223,807

$ 6,243,661

See accompanying notes to the consolidated financial statements.

Consolidated Statements of Cash Flows

Cadence Bank and Subsidiaries

Year Ended December 31,

(In thousands) 2025 2024 2023

Operating Activities:

Net income

$ 544,464

$ 523,604

$ 542,304

Adjustments to reconcile net income to net cash provided by operations:

Depreciation, amortization, and accretion

95,756

202,566

238,607

Deferred income tax expense

137,772

8,219

892

Provision for credit losses

111,000

71,000

80,000

Gain on sale of loans, net

(26,785)

(21,351)

(17,033)

Gain on disposition of businesses

—

(14,980)

(706,588)

(Gain) loss on sales of available for sale securities, net

(4,304)

2,962

435,652

Unrealized gain on limited partnerships, net

(14,884)

(11,003)

(8,024)

Share-based compensation expense

36,849

32,710

39,983

Proceeds from payments and sales of loans held for sale

1,429,062

1,234,521

1,292,365

Origination of loans held for sale

(1,379,848)

(1,224,983)

(1,333,522)

(Increase) decrease in accrued interest receivable

(18,282)

2,010

(15,247)

Increase in accrued interest payable

7,772

10,171

73,149

Purchases of trading securities

(18,000)

(4,000)

—

Proceeds from sales of trading securities

18,045

4,010

—

Net (increase) decrease in prepaid pension asset

(11,271)

(4,619)

5,073

(Increase) decrease in other assets

(121,948)

39,145

(56,172)

(Decrease) increase in other liabilities

(92,882)

22,016

4,394

Other, net

(22,771)

(15,336)

(12,327)

Net cash provided by operating activities

669,745

856,662

563,506

Investing Activities:

Net cash received from business acquisitions

503,838

—

Proceeds from disposition of business, net of cash transferred

—

15,308

861,364

Purchases of available for sale securities

(3,645,434)

(751,846)

(2,333,245)

Proceeds from sales of available for sale securities

3,088,021

15,059

4,294,947

Proceeds from maturities, calls, and payments of available for sale securities

1,560,281

1,576,542

2,021,799

Loss on fair value hedge termination

4,290

—

Changes in fair value hedge

16,560

—

(Purchases of) proceeds from sales of FRB and FHLB stock, net

(114,205)

(97,864)

121,243

Increase in loans, net

(2,185,355)

(1,486,004)

(2,333,391)

Purchases of premises and equipment

(70,496)

(80,074)

(98,283)

Proceeds from sales of premises and equipment

12,883

35,680

17,078

Proceeds from disposition of foreclosed and repossessed property

18,009

8,092

8,269

Proceeds from sales of loans transferred to held for sale

—

60,578

26,153

Net death benefits received on bank owned life insurance

20,162

6,016

Purchases of tax credit investments

(110,225)

(71,703)

(83,813)

Purchases of limited partnership interests

(33,091)

(28,102)

(26,980)

Proceeds from sales of limited partnership interests

23,083

—

Other, net

10,772

16,160

(79,126)

Net cash (used in) provided by investing activities

(900,907)

(782,158)

2,396,048

Consolidated Statements of Cash Flows (continued)

Cadence Bank and Subsidiaries

Year Ended December 31,

(In thousands) 2025 2024 2023

Financing Activities:

(Decrease) increase in deposits, net

(1,189,672)

1,999,373

(459,654)

Net change in securities sold under agreement to repurchase and federal funds purchased

1,212

(427,900)

(457,220)

Net change in BTFP borrowings and short-term FHLB advances

735,000

(3,500,000)

399,769

Long-term borrowings called, repurchased, or repaid

(22,377)

(422,560)

(22,536)

Proceeds from long-term FHLB advances

1,430,000

—

Exercise of stock options

—

24,591

6,146

Repurchase of common stock

(2,315)

(35,443)

(2,410)

Cash dividends paid on common stock

(204,275)

(182,639)

(171,791)

Cash dividends paid on preferred stock

(11,860)

(9,488)

Cash paid for tax withholding on vested share-based compensation and other

(20,898)

(21,127)

(7,608)

Other, net

—

1,744

Net cash provided by (used in) financing activities

714,815

(2,575,193)

(723,048)

Net increase (decrease) in cash and cash equivalents

483,653

(2,500,689)

2,236,506

Cash and cash equivalents at beginning of period

1,731,576

4,232,265

1,995,759

Cash and cash equivalents at end of period

$ 2,215,229

$ 1,731,576

$ 4,232,265

Supplemental Disclosures

Cash paid during the period for:

Interest

$ 1,003,781

$ 1,100,972

$ 885,661

Income tax payments, net of refunds received:

Federal

17,000

82,203

140,819

State

11,189

32,875

22,633

Cash paid for amounts included in lease liabilities

18,422

17,812

20,262

Non-cash investing and financing activities, at fair value:

Acquisition of real estate and other assets in settlement of loans

24,102

7,917

7,531

Transfers of loans held for sale to loans

8,162

8,123

45,307

Transfers of loans to loans held for sale

38,038

102,202

26,083

Right of use assets obtained in exchange for new operating lease liabilities

11,264

7,433

(657)

Increase in funding obligations for certain tax credit investments

142,019

60,093

152,222

See accompanying notes to unaudited consolidated financial statements.

Notes to Consolidated Financial Statements

Cadence Bank and Subsidiaries

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The Company is a regional bank with dual headquarters in Houston, Texas and Tupelo, Mississippi with $53.5 billion in total assets at December 31, 2025. The Company has commercial banking operations in Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Missouri, Tennessee, and Texas. The Company and its subsidiaries provide commercial banking, leasing, mortgage origination and servicing, brokerage, trust, and investment advisory services to corporate customers, local governments, individuals, and other financial institutions through an extensive network of branches and offices.

The Company and its subsidiaries follow GAAP, including, where applicable, general practices within the banking industry. The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. The assessment of whether or not the Company has a controlling interest (i.e., the primary beneficiary) in a VIE is performed on an on-going basis. All equity investments in non-consolidated VIEs are included in “other assets” in the Company’s consolidated balance sheets (see Note 24 for more information).

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

In accordance with GAAP, the Company’s management evaluated subsequent events for potential recognition or disclosure in the consolidated financial statements for the period from the balance sheet date through the date that the consolidated financial statements were available for issuance (See Note 25 for more information).

Discontinued Operations

On October 24, 2023, the Company entered into the Stock Purchase Agreement regarding the sale of Cadence Insurance to Arthur J. Gallagher Risk Management Services, LLC and Arthur J. Gallagher & Co pursuant to which the Company agreed to sell all of the issued and outstanding shares of capital stock of Cadence Insurance to Gallagher for a purchase price of $904.0 million in cash, subject to customary purchase price adjustments. The transaction closed on November 30, 2023. Cadence Insurance’s operating results have been presented as “discontinued operations” within the accompanying consolidated statements of income. Cash flows from both continuing and discontinued operations are included in the consolidated statements of cash flows. There was no activity from these discontinued operations in 2024 or 2025. See Note 3 and Note 20 for further discussion.

Nature of Operations

The Company operates under a state bank charter and is subject to regulation by the Federal Reserve Bank of St. Louis. The Company is a regional banking franchise with more than 390 branch locations across the South, Midwest and Texas. Services and products include consumer banking, consumer loans, mortgages, home equity lines and loans, credit cards, commercial and business banking, treasury management, specialized lending, asset-based lending, commercial real estate, equipment financing, correspondent banking, SBA lending, foreign exchange, wealth management, investment and trust services, financial planning, and retirement plan management.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are susceptible to significant change in the near term are the ACL, valuation of goodwill, intangible assets, and deferred income taxes.

Securities

AFS Securities

Securities classified as AFS are those debt securities that are intended to be held for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as AFS would be based on various factors, including movements in interest rates, liquidity needs, security risk assessments, changes in the mix of assets and liabilities and other similar factors. These securities are carried at their estimated fair value, and the net unrealized gain or loss is reported as AOCI, net of tax, until realized upon sale. Premiums and discounts are recognized in interest income using the effective interest method.

Realized gains and losses on the sale of securities AFS are determined by specific identification using the cost on a trade date basis and are included in securities (losses) gains, net in the Company’s consolidated statements of income.

The Company evaluates available for sale securities in an unrealized loss position to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value with a charge to earnings. In evaluating available for sale securities in unrealized loss positions for impairment, management considers the magnitude and duration of the decline, as well as the reasons for the decline, whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, whether the Company would be required to sell the securities before a full recovery of costs and the results of reviews of the issuers’ financial condition, among other facts. See Note 4 for additional information on AFS securities.

Held-to-Maturity Securities

Securities classified as held-to-maturity are those debt securities for which there is a positive intent and ability to hold to maturity. These securities are carried at cost, adjusted for amortization of premium and accretion of discount, computed by the effective interest method. At December 31, 2025 and 2024, the Company did not have any held-to-maturity securities.

Trading Account Securities

Trading account securities are securities that are held for the purpose of selling them at a profit. The Company had no trading account securities at December 31, 2025 and 2024.

Securities Purchased and Sold Under Agreements to Resell or Repurchase

Securities purchased under agreements to resell are accounted for as short-term investments and securities sold under agreements to repurchase are accounted for as collateralized financing transactions and are recorded at the amounts at which the securities were acquired or sold plus accrued interest. The securities pledged as collateral are generally U.S. government and federal agency securities.

FHLB Stock

The Company has ownership in FHLB of Dallas stock which does not have readily determinable fair value and no quoted market value, as ownership is restricted to member institutions, and all transactions take place at par value with the FHLB as the only purchaser. Therefore, the Company accounts for this investment as a long-term asset and carries it at cost. Management’s determination as to whether this investment is impaired is based on management’s assessment of the ultimate recoverability of the par value (cost) rather than recognizing temporary declines in fair value. Investment in FHLB stock is required for membership in the FHLB system and in relation to the level of FHLB advances. FHLB stock is included in other assets in the accompanying consolidated balance sheets.

FRB Stock

As a member bank, Cadence is required to purchase and hold shares of capital stock in the Federal Reserve Bank of St. Louis. The capital stock has no readily determinable fair value and no quoted market value since ownership is restricted to member institutions. Therefore, the capital stock is carried at cost. Impairment is based on management’s assessment on the recoverability of the cost rather than recognizing temporary declines in fair value. FRB stock is included in other assets in the accompanying consolidated balance sheets.

Derivative Financial Instruments and Hedging Activities

Derivative instruments are accounted for under the requirements of ASC Topic 815, Derivatives and Hedging. ASC 815 requires companies to recognize derivative instruments as either assets or liabilities in the consolidated balance sheets at fair value. Accounting for changes in the fair value of a derivative instrument depends on whether the instrument is part of a hedging relationship and the type of hedging relationship. For derivative instruments that are designated and qualify as hedging instruments, an entity must designate the hedging instrument, based upon the risk being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. The fair value of derivative positions outstanding is included in other assets and other liabilities in the accompanying consolidated balance sheets and in the net change in each of these financial statement line items in the accompanying consolidated statements of cash flows. The Company does not speculate using derivative instruments. See Note 21 for further discussion and details of derivative financial instruments and hedging activities.

Interest Rate Lock Commitments

In the ordinary course of business, the Company enters into certain commitments with customers in connection with residential mortgage loan applications for loans the Company intends to sell. Such commitments are considered derivatives under current accounting guidance and are required to be recorded at fair value. The change in fair value of these instruments is reflected currently in the mortgage banking revenue of the consolidated statements of income. The fair value of these derivatives is recorded on the consolidated balance sheets in other assets and other liabilities.

Forward Sales Commitments

The Company enters into forward sales commitments of MBS with investors to mitigate the effect of the interest rate risk inherent in providing interest rate lock commitments to customers. During the period from commitment date to closing date, the Company is subject to the risk that market rates of interest may change. In an effort to mitigate such risk, forward delivery sales commitments, under which the Company agrees to deliver certain MBS, are established. These commitments are non-hedging derivatives in accordance with current accounting guidance and recorded at fair value, with changes in fair value reflected currently in the mortgage banking revenue of the consolidated statements of income. The fair value of these derivatives is recorded on the consolidated balance sheets in other assets and other liabilities.

Agreements Not Designated as Hedging Derivatives

The Company enters into interest rate swap, floor, cap and collar agreements on commercial loans with customers to meet the financing needs and interest rate risk management needs of its customers. At the same time, the Company enters into offsetting interest rate swap agreements with a financial institution in order to minimize the Company’s interest rate risk. These interest rate agreements are non-hedging derivatives and are recorded at fair value with changes in fair value reflected in noninterest income. The fair value of these derivatives is recorded on the consolidated balance sheets in other assets and other liabilities.

Foreign Currency Contracts

The Company enters into certain foreign currency exchange contracts on behalf of its clients to facilitate their risk management strategies, while at the same time entering into offsetting foreign currency exchange contracts with another counterparty in order to minimize the Company’s foreign currency exchange risk. The contracts are short term in nature, and any gain or loss incurred at settlement is recorded as other noninterest income. The fair value of these contracts is reported in other assets and other liabilities. The Company does not apply hedge accounting to these contracts.

Risk Participation Agreements

Cadence has both bought and sold credit protection in the form of participations on interest rate swaps (swap participations). These swap participations, which meet the definition of credit derivatives, were entered into in the ordinary course of business to serve the credit needs of customers. Swap participations, whereby Cadence has purchased credit protection, entitle Cadence to receive a payment from the counterparty if the customer fails to make payment on any amounts due to Cadence upon early termination of the swap transaction. For contracts where Cadence sold credit protection, Cadence would be required to make payment to the counterparty if the customer fails to make payment on any amounts due to the counterparty upon early termination of the swap transaction.

Mortgage Servicing Right Hedges

The value of our MSR is dependent on changes in market interest rates. In order to mitigate the effects of changes in rate on the value of our MSR, the Company has used various instruments as an economic hedge. See Notes 18 and 21 for further information.

Counterparty Credit Risk

Derivative contracts involve the risk of dealing with both bank customers and institutional derivative counterparties and their ability to meet contractual terms. Under Company policy, institutional counterparties must be approved by the Company’s Asset/Liability Management Committee. The Company’s credit exposure on derivatives is limited to the net fair value for each counterparty.

Fair Value Hedges

Derivatives designated as a fair value hedge protect against changes in the fair value of an asset, liability, or firm commitment, caused by changes in interest rates or other economic conditions. Changes in the fair value hedge, along with the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk, are recorded in the consolidated statements of income. See Note 21 for further discussion and details of derivative financial instruments and hedging activities.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the transferred assets is surrendered. Control is generally considered to have been surrendered when 1) the transferred assets are legally isolated from the Company or its consolidated affiliates, even in bankruptcy or other receivership, 2) the transferee has the right to pledge or exchange the assets with no conditions that constrain the transferee and provide more than a trivial benefit to the Company, and 3) the Company does not maintain the obligation or unilateral ability to reclaim or repurchase the assets. If these sale criteria are met, the transferred assets are removed from the Company’s balance sheet and a gain or loss on sale is recognized. If not met, the transfer is recorded as a secured borrowing, and the assets remain on the Company’s balance sheet, the proceeds from the transaction are recognized as a liability, and gain or loss on sale is deferred until the sale criterion are achieved.

Loans Held-for-Sale

Mortgage Loans Held-for-Sale

The Company has elected to carry loans held-for-sale at fair value. The fair value of loans held-for-sale is based on commitments outstanding from investors as well as what secondary markets are currently offering for portfolios with similar characteristics. Loans held-for-sale are subjected to recurring fair value adjustments. Loan sales are recognized when the transaction closes, the proceeds are collected, ownership is transferred and, through the sales agreement, continuing involvement consists of the right to service the loan for a fee for the life of the loan, if applicable. Gains and losses on the sale of loans held-for-sale are recorded as part of mortgage banking revenue on the consolidated statements of income. Fees on mortgage loans sold individually in the secondary market, including origination fees, service release premiums, processing and administrative fees, and application fees, are recognized as mortgage banking revenue in the period in which the loans are sold.

Buyers generally have recourse to return a purchased loan to the Company under limited circumstances. Recourse conditions may include early payment default, breach of representations or warranties, and documentation deficiencies. During 2025, 2024, and 2023, an insignificant number of loans were returned to the Company. At December 31, 2025 and 2024, the Company had reserved $1.6 million and $1.8 million, respectively, for probable losses from representation and warranty obligations.

GNMA optional repurchase programs allow financial institutions to buy back individual delinquent mortgage loans that meet certain criteria from the securitized loan pool for which the institution provides servicing. At the servicer’s option and without GNMA’s prior authorization, the servicer may repurchase such a delinquent loan for an amount equal to 100% of the remaining principal balance of the loan. Under ASC 860, this buyback option is considered a conditional option until the delinquency criteria are met, at which time the option becomes unconditional. When the Company is deemed to have regained effective control over these loans under the unconditional buyback option, the loans can no longer be reported as sold and must be brought back onto the consolidated balance sheet as loans held-for-sale, regardless of whether the Company intends to exercise the buy-back option. These loans are reported as held-for-sale in accordance with GAAP with the offsetting liability being reported as other liabilities. Refer to Note 14 for additional information.

Commercial Loans Held-for-Sale

The Company originates certain commercial loans for which a portion is intended for sale. The Company also transfers certain commercial loans to held-for-sale when management has the intent to sell the loan or a portion of the loan in the near term. These held-for-sale loans are recorded at fair value. At the time of transfer, write-downs on the loans are recorded as charge-offs and a new cost basis is established. Any subsequent fair value adjustment is determined on an individual loan basis and is recognized as a valuation allowance with any charges included in other noninterest expense. Gains and losses on the sale of these loans are included in other noninterest income when realized.

Loans and Leases and Related Provision and ACL

Loans and leases are presented in the consolidated financial statements at amortized cost. The components of amortized cost include unpaid principal balance, unamortized discounts and premiums, and unamortized deferred fees and costs. Interest income is recognized based on the principal balance outstanding and the stated rate of the loan. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield on the related loan. Loans acquired through acquisition are initially recorded at fair value. Discounts and premiums created when the loans were recorded at their estimated fair values at acquisition are accreted over the remaining term of the loan as an adjustment to the related loan’s yield. In the event of a loan pay-off, the remaining net deferred origination fees, and unamortized discounts and premiums are automatically recognized into income. Where doubt exists as to the collectability of the loans and leases, interest income is recorded as payment is received.

The Company's policy provides that loans and leases are generally placed in nonaccrual status if, in management’s opinion, payment in full of principal or interest is not expected or payment of principal or interest is more than 90 days past due for commercial loans and 120 days past due for consumer loans, unless the loan or lease is both well-secured and in the process of collection. Once placed in nonaccrual status, all accrued but uncollected interest related to the current fiscal year is reversed against the appropriate interest and fee income on loans and leases account with any accrued but uncollected interest related to prior fiscal years is charged off against the ACL.

The ACL is maintained through charges to income in the form of a provision for credit losses at a level management believes is adequate to absorb an estimate of expected credit losses over the contractual life of the loan portfolio as of the reporting date. Events that are not within the Company’s control, such as changes in economic conditions, could change subsequent to the reporting date and could cause the ACL to be overstated or understated. The amount of the ACL is affected by loan charge-offs, which decreases the ACL; recoveries on loans previously charged off, which increases the ACL; the provision for credit losses charged to income, which increases the ACL; and the release of provision for credit losses charged to income, which decreases the ACL.

PCD (Loss) is an internal grade for loans with evidence of deterioration of credit quality since origination that are acquired, and for which it is probable, at acquisition, that the bank will be unable to collect all contractually required payments. Specific provisions related to PCD (Loss) loans found in ASC 326 include:

•ASC 326 provides special initial recognition and measurement for the Day One accounting for PCD assets.

•ASC 326 requires entities that purchase certain financial assets (or portfolios of financial assets) with the intention of holding them for investment to determine whether the assets have experienced more-than-insignificant deterioration in credit quality since origination.

•More-than-insignificant deterioration will generally be determined by the asset’s delinquency status, credit risk rating, accruing status or other indicators of credit deterioration since origination.

•An entity initially measures the amortized cost of a PCD asset by adding the acquisition date estimate of expected credit losses to the asset’s purchase price. Because the initial estimate for expected credit losses is added to the purchase price to establish the Day One amortized cost, PCD accounting is commonly referred to as a “gross-up” approach. There is no credit loss expense recognized upon acquisition of a PCD asset; rather the “gross-up” is offset by establishment of the initial allowance.

•After initial recognition, the accounting for a PCD asset will generally follow the credit loss model.

•Interest income for a PCD asset is recognized using the EIR calculated at initial measurement. This EIR is determined by comparing the amortized cost basis of the instrument to its contractual cash flows, consistent with ASC 310-20. Accordingly, since the PCD gross-up is included in the amortized cost, the purchase discount related to estimated credit losses on acquisition is not accreted into interest income. Only the noncredit-related discount or premium is accreted or amortized, using the EIR that was calculated at the time the asset was acquired.

Loans of $1.5 million or more that are identified as collateral-dependent, which generally include loans internally graded as impaired or PCD Loss loans, are reviewed by the Impairment Working Group which approves the amount of specific reserve, if any, and/or charge-off amounts. For loans which are determined to be collateral dependent, the value assigned for collateral support is influenced by current appraisals, foreclosure bid estimates, market conditions, aging of accounts receivable or inventory, equipment documentation, observable market prices, estimates of enterprise or economic value, legal issues, appraisal assumptions and property condition among other factors. For real estate secured loans, collateral support will be determined by the current appraisals ordered and reviewed by the Appraisal Department, less discounts including foreclosure/ bank ownership, taxes and cost to sell. Generally, an individual reserve of the difference between the Bank’s amortized cost and the collateral support is recorded. A reserve of zero is appropriate when the collateral support equals or exceeds the amortized cost of the loan. The Impairment Working Group reviews the results of each evaluation and approves the final specific provision amounts, which are then included in the analysis of the adequacy of the ACL in accordance with ASC 326.

New collateral valuations are generally ordered for loans $1.5 million or greater that have characteristics of potential specific provision, such as delinquency or other loan-specific factors identified by management, when current collateral support (dated within the prior 12 months) is not available or when the current collateral support uses assumptions that are not consistent with the expected disposition of the loan collateral. In order to measure a specific provision properly at the time that a loan is reviewed, a bank officer may estimate the collateral support based upon earlier collateral valuations received from outside appraisers, sales contracts, approved foreclosure bids, comparable sales, officer estimates or current market conditions until a new collateral valuation is received. This estimate can be used to determine the extent of the specific provision on the loan. Management performs a review of the pertinent facts and circumstances of each collateral-dependent loan, such as changes in outstanding balances, information received from loan officers and receipt of re-appraisals, at least quarterly. As of each review date, management considers whether additional provision and/or charge-offs should be recorded based on recent activity related to the loan-specific collateral as well as other relevant comparable assets. Any adjustment to reflect further exposure, either because management’s periodic review or as a result of updated collateral support, is made through recording additional ACL provisions and/or charge-offs.

When a guarantor is relied upon as a source of repayment, the Company analyzes the strength of the guaranty. This analysis varies based on circumstances but may include a review of the guarantor’s personal and business financial statements and credit history, a review of the guarantor’s tax returns, and the preparation of a cash flow analysis of the guarantor. Management will continue to update its analysis on individual guarantors as circumstances change.

In the normal course of business, management may grant modifications to borrowers that are experiencing financial difficulty. Loans identified as meeting the criteria under ASC 310 are identified as an FDM. Any modification, renewal or forbearance on loans assigned a rating of “Special Mention” or worse, and loans of any rating which show evidence of financial difficulty is reviewed to determine whether the borrower is experiencing financial difficulty and if so, which terms of the loan were modified.

If the borrower is experiencing financial difficulty and the loan is modified via forgiveness of principal, reduction in interest rate to a rate below current market rates for issuance, payment extension or deferral for greater than 6 months (including extensions granted in the past 12 months), term or maturity date extension, or combination of these specific modification terms, the modification requires disclosure. See Note 5 for the Company’s reportable modifications.

In the normal course of business, the Company assumes risks in extending credit. The Company manages these risks through underwriting in accordance with its lending policies, loan review procedures and the diversification of its loan and lease portfolio. Although it is not possible to predict credit losses with certainty, management regularly reviews the characteristics of the loan and lease portfolio to determine its overall risk profile and quality.

The provision for credit losses is the periodic cost (or credit) of providing an allowance or reserve for expected losses on loans and leases. The Board of Directors has appointed a Credit Committee, composed of senior management and lending administration staff which meets on a quarterly basis, or more frequently if required, to review the recommendations of several internal working groups developed for specific purposes including the ACL, specific provision amounts, and charge-offs. The ACL Working Group bases its estimates of credit losses on three primary components: (1) estimates of expected losses that exist in various segments of performing loans and leases over the remaining life of the loan portfolio using a reasonable and supportable economic forecast; (2) specifically identified losses in individually analyzed credits which are collateral dependent; and (3) qualitative factors related to economic conditions, portfolio concentrations, regulatory policy updates, and other relevant factors that address estimates of expected losses not fully addressed based upon management’s judgment of portfolio conditions.

For modeling purposes, loans with similar loan characteristics (including but not limited to underwriting factors, borrower financial conditions, credit history, collateral type, market conditions, etc.) are run individually through one of several credit risk models to determine a one year probability of default and loss given default. These two figures are then multiplied to create a one-year expected loss. All loans are then further segmented by portfolio for inclusion in one of several ACL models to estimate the loan’s lifetime losses based on its one-year loss estimate. The lifetime loss estimate generated by the model component includes a macroeconomic forecast that includes several factors over a reasonable and supportable period, which the Company has determined is an eight quarter time period. After the reasonable and supportable period, all loans revert to their historic one year expected loss estimates. The group may also consider the results of alternate models and calculations to ensure that the reserve includes all appropriate risk components.

The Company’s reasonable and supportable eight quarter economic forecast is utilized to estimate credit losses before reverting to longer term historical loss experience. The Company subscribes to various economic services and publications to assist with the development of inputs used in the modeling and qualitative framework for the ACL calculation. The economic forecast considers changes in real gross domestic product, nominal disposable income, unemployment rate, equity valuations and related volatility, valuations for residential and commercial real estate, and other indicators that may be correlated with the Company’s expected credit losses.

The Company excludes accrued interest from interest income when it is determined that it is probable that all contractual principal and interest will not be collected for loans. For loans with available commitments that are not unconditionally cancellable, expected losses are calculated by applying comparable loss rates on funded loans to the unfunded commitment balances. In addition, the loan type and expected line utilization are considered when estimating losses on unfunded commitments.

Attention is paid to the quality of the loan and lease portfolio through a formal loan review process. An independent loan review department of the Company is responsible for reviewing the credit rating and classification of individual credits and assessing trends in the portfolio, adherence to internal credit policies and procedures and other factors that may affect the overall adequacy of the ACL. The ACL Working Group is responsible for ensuring that the ACL provides adequate coverage of expected losses. The ACL Working Group meets at least quarterly to determine the amount of adjustments to the ACL. The ACL Working Group is composed of senior management from the Company’s credit administration, risk, and finance departments. The Impairment Working Group is responsible for evaluating individual loans that have been specifically identified through various channels, including examination of the Company’s watch list, past due listings, and loan officer assessments. For all loans identified, an analysis is prepared to determine if the loan is collateral dependent and the extent of any loss exposure to be reviewed by the Impairment Working Group. The Impairment Working Group reviews all loans restructured in an FDM if the loan is $1.5 million or greater to determine if it is probable that the Company will be unable to collect the contractual principal and interest on the loan. An evaluation of the circumstances surrounding the loan is performed to determine whether the loan was collateral-dependent. The fair value of the underlying collateral is considered if the loan is collateral-dependent. The Impairment Working Group meets at least quarterly. The Impairment Working Group is made up of senior management from the Company’s lending administration, risk, and finance departments.

If a loan to a borrower experiencing financial difficulty is modified, regardless of the modification type, the loan is individually evaluated and reserved for as needed. Should the borrower’s financial condition, collateral protection or performance deteriorate, warranting reassessment of the loan rating or specific provision, additional reserves and/or charge-offs may be required.

Any loan or portion thereof which is classified as “loss” or which is determined by management to be uncollectible, because of factors such as the borrower’s failure to pay interest or principal, the borrower’s financial condition, economic conditions in the borrower’s industry or the inadequacy of underlying collateral, is charged off. See Note 5 for additional information on loans and leases and Note 6 for additional information on the ACL.

Premises and Equipment

Premises and equipment are stated at cost, less accumulated depreciation and amortization. Provisions for depreciation and amortization, computed using straight-line methods, are charged to expense over the estimated useful lives of the assets. Costs of major additions and improvements are capitalized. Expenditures for routine maintenance and repairs are charged to expense as incurred. Upon retirement, sale, or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts, and any gains or losses are included in income. See Note 7 for additional information.

Leases

The Company leases various premises and equipment. At the inception of the contract, the Company determines if an arrangement is or contains a lease and will recognize on the balance sheet a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation for contracts longer than a year. Both the asset and liability are initially measured at the present value of the future minimum lease payments over the lease term. In determining the present value of lease payments, the Company uses our incremental borrowing rate as the discount rate for the leases.

The Company has elected the practical expedient to not separate non-lease components from lease components and instead to account for both as a single lease component. The Company’s leases do not contain residual value guarantees or material variable lease payments. The Company does not have any material restrictions or covenants imposed by leases that would impact the Company’s ability to pay dividends or cause the Company to incur additional financial obligations.

The Company elected to apply the short-term lease exception to existing leases that meet the definition of a short-term lease (less than 12 months), considering the lease term from the commencement date, not the remaining term at the date of adoption. Certain of the Company’s leases contain options to renew the lease therefore these renewal options are included in the determination of the capitalization period and calculation of the lease liability and ROU asset as they are reasonably certain to be exercised. See Note 8 for additional required disclosures under ASC 842.

Leases for which the Company is the lessor are substantially all accounted for as operating leases and the lease components and non-lease components are accounted as a single lease component. The remaining lease periods vary from one month to five years and the contractual maturities of gross lease receivables were not material to the financial position of our Company.

OREO and Repossessed Assets

OREO consists of properties acquired through foreclosure. Repossessed assets consists of non-real estate assets acquired in partial or full settlement of loans. OREO and repossessed assets totaled $11.8 million and $5.8 million at December 31, 2025 and 2024, respectively, and included in other assets in the accompanying consolidated balance sheets. These assets are recorded at fair value, less estimated costs to sell, on the date of foreclosure or repossession, establishing a new cost basis for the asset. Subsequent to the foreclosure or repossession date the asset is maintained at the lower of cost or fair value. Any write-down to fair value required at the time of foreclosure or repossession is charged to the ACL. Subsequent gains or losses resulting from the sale of the property or additional valuation allowances required due to further declines in fair value are reported in other noninterest expense.

Goodwill and Other Intangible Assets

Goodwill is not amortized but is evaluated for impairment at least annually in the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. As part of its testing, the Company may elect to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the results of the qualitative assessment indicate that more likely than not a reporting unit’s fair value is less than its carrying amount, the Company determines the fair value of the respective reporting unit (through the application of various quantitative valuation methodologies) relative to its carrying amount to determine whether quantitative indicators of potential impairment are present (i.e., Step 1). The Company may also elect to bypass the qualitative assessment and begin with Step 1. If the results of Step 1 indicate that the fair value of the reporting unit is below its carrying amount, the Company will recognize an impairment loss for the amount that the reporting unit’s carrying amount exceeds its fair value (up to the amount of goodwill recorded). A reporting unit is defined as an operating segment or a component of that operating segment. Reporting units may vary, depending on the level at which performance of the segment is reviewed. If impaired, the asset is written down to its estimated fair value. No impairment charges were recognized in any reporting unit through December 31, 2025. See Note 9 for additional information.

Other identifiable intangible assets consist primarily of core deposit premiums and customer relationships arising from acquisitions. These intangibles were established using the discounted cash flow approach and are being amortized using an accelerated method over the estimated remaining life of each intangible recorded at acquisition. Additionally, trademarks and trade names, considered finite-lived intangible assets, are reviewed for impairment when events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable from undiscounted future cash flows or that it may exceed its fair value. No impairment to these intangible assets has been identified in any period presented.

Servicing Rights Assets

The Company recognizes as assets the rights to service mortgage loans for others, known as MSR. The Company records MSR at fair value for all loans sold on a servicing retained basis with subsequent adjustments to fair value of MSR in accordance with ASC 860. An estimate of the fair value of the Company’s MSR is determined utilizing assumptions about factors such as mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand. Because the valuation is determined by using discounted cash flow models, the primary risk inherent in valuing the MSR is the impact of fluctuating interest rates on the estimated life of the servicing revenue stream. The use of different estimates or assumptions could also produce different fair values. The Company is susceptible to fluctuations in MSR value in changing interest rate environments. MSR are included in the other assets category of the consolidated balance sheet. Changes in the fair value of MSR are recorded as part of mortgage banking revenue on the consolidated statements of income. See Note 18 for additional information.

Cash Surrender Value of Life Insurance

The Company invests in BOLI, which involves the purchasing of life insurance on selected employees. The Company is the owner of the policies and, accordingly, the cash surrender value of the policies is included in total assets and increases in cash surrender values are reported as income in the consolidated statements of income. The cash value accumulation on BOLI is permanently tax deferred if the policy is held to the insured person’s death and certain other conditions are met.

VIE and Other Investments

The Company is deemed to be the primary beneficiary and required to consolidate a VIE if it has a variable interest in the VIE that provides it with a controlling financial interest. For such purposes, the determination of whether a controlling financial interest exists is based on whether a single party has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. Conclusions reached regarding which interest holder is a VIE’s primary beneficiary must be continuously evaluated. The Company has determined that certain of its investments meet the definition of VIE.

The Company invests in certain affordable housing projects as a limited partner and accounts for these investments and the related tax credits using either the effective yield method or the proportional amortization method, depending upon the date of the investment. Under the effective yield method, the Company recognizes the tax credits as they are allocated and amortizes the initial costs of the investments to provide a constant effective yield over the period that the tax credits are allocated. Under the proportional amortization method, the Company amortizes the cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense.

Equity securities with readily determinable fair values not held for trading consist of marketable equity securities which are carried at fair value with changes in fair value reported in net income.

For other investments in limited partnerships without readily determinable fair values, the Company has elected to account for these investments using the practical expedient of the fair value of underlying net asset value. For investments in other limited partnerships without readily determinable fair values that do not qualify for the practical expedient, these investments are accounted for at their cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Any changes in fair value are reported in net income. For investments in limited partnerships without readily determinable fair values and the Company is determined to have presumptive influence, these investments are accounted from under the equity method of accounting. See Note 24 for additional information about our variable interest entities and other investments.

Pension and Postretirement Benefits

The Company accounts for its defined benefit pension plans using an actuarial model that uses an approach which allocates pension costs over the service period of employees in the plan. The Company also accounts for its other postretirement benefits by recognizing net periodic postretirement benefit costs as employees render the services necessary to earn their postretirement benefits. The principle underlying the accounting is that employees render service ratably over the service period and, therefore, the income statement effects of the Company’s defined benefit pension and postretirement benefit plans should follow the same pattern. The Company accounts for the over-funded or under-funded status of its defined benefit and other postretirement plans as an asset or liability in its consolidated balance sheets.

The discount rate is the rate used to determine the present value of the Company’s future benefit obligations for its pension and other postretirement benefit plans. The Company determines the discount rate with the assistance of its actuary using the actuary’s proprietary model. The Company determined the discount rate by developing a level equivalent yield using its actuary’s model at December 31, 2025 and incorporating the expected cash flows from the Cadence Bank Retirement Plan (the “Basic Plan”), the Cadence Bank Restoration Plan (the “Restoration Plan”) and the Cadence Bank Supplemental Executive Retirement Plan (the “Supplemental Plan”). See Note 13 for additional information.

The Company offers a 401(k) defined contribution benefit plan to its employees. The plan provides for a 100% match of employee contributions up to five percent of employee compensation. All contributions and related earnings are 100% vested.

As a result of the prior acquisitions, the Company has various legacy unqualified supplemental retirement plans. The plans allow for fixed payment amounts to begin on a monthly or annual basis at a specified age. The annual cost charged to expense and the estimated present value of the projected payments was determined in accordance with the provisions of ASC 710 and ASC 715. The present value of projected payments is recorded as a liability in the Company’s consolidated balance sheets. The Company provided a voluntary deferred compensation plan for certain of its executive and senior officers. Under this plan, the participants were allowed to defer up to 25% of their base compensation and 100% of certain incentive compensation. The Company could, but was not obligated to, contribute to the plan. Amounts contributed to this plan were credited to a separate account for each participant and are subject to a risk of loss in the event of the Company’s insolvency. The Company made no contributions to this plan in 2025, 2024, or 2023.

Share-Based Compensation

The Company administers a long-term incentive compensation plan that provides for the granting of various forms of incentive share-based compensation. The Company values these units at the grant date fair value and recognizes expense over the requisite service period. The Company’s share-based compensation costs are recorded as a component of salaries and employee benefits in the consolidated statements of income. The Company has elected to account for forfeitures of share-based compensation awards as they occur, and compensation cost is recorded assuming all recipients will complete the requisite service period. If an employee forfeits an award because they do not complete the requisite service period, the Company will reverse compensation cost previously recognized in the period the award is forfeited. Upon the exercise of stock options, the granting of restricted stock awards, or the vesting of share-based awards, the Company would fulfill these events by issuing new common shares. At December 31, 2025, the Company believes there are adequate authorized common shares to satisfy anticipated share-based award vesting in 2026 including accelerated vesting due to the merger with Huntington Bancshares. See Note 15 for additional information.

Income Taxes

The Company and its significant subsidiaries are subject to income taxes in federal, state and local jurisdictions, and such corporations account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The recognition of a deferred tax asset is dependent upon a “more likely than not” expectation of realization of the deferred tax asset, based upon the analysis of available evidence. The deferred tax asset recoverability is calculated using a consistent approach, which considers the relative impact of negative and positive evidence, including review of historical financial performance, and all sources of future taxable income, such as projections of future taxable income exclusive of future reversals of temporary differences and carryforwards, tax planning strategies, and any carryback availability. A valuation allowance is required to sufficiently reduce the deferred tax asset to the amount that is expected to be realized on a “more likely than not” basis. Changes in the valuation allowance are generally recorded through income. See Note 12 for more information about the Company’s income taxes.

Common Stock Repurchases

The Company purchases shares of its common stock pursuant to share repurchase programs authorized by its Board of Directors. Repurchased shares are available for use in the Company’s share-based compensation programs and other transactions or for other corporate purposes as determined by the Company’s Board of Directors. At the date of repurchase, shareholders’ equity is reduced by the repurchase price less applicable excise tax. See Note 19 for additional information.

Revenue Recognition

Service Charges on Deposit Accounts

Service charges on deposit accounts consist of non-sufficient funds fees, account analysis fees, and other service charges on deposits which consist primarily of monthly account fees. Non-sufficient funds fees are recognized at the time the account overdraft occurs in accordance with regulatory guidelines. Account analysis fees consist of fees charged to certain commercial demand deposit accounts based upon account activity (and reduced by a credit which is based upon cash levels in the account). The Company’s performance obligation for these fees is satisfied and related revenue recognized, when the service is rendered.

Fees and Other Service Charges

Fees and other service charges primarily consist of debit and credit card income, merchant services and other service fees. These fees are earned at a point in time as the Company’s performance obligation for service charges are satisfied, and related revenue recognized, when the services are rendered.

Assets Under Administration and Asset Management Fees

The Company does not include assets held in fiduciary or agency capacities in the consolidated balance sheets, as such items are not assets of the Company. Fees from asset management activities are recorded on an accrual basis, over the period in which the service is provided. Fees are a function of the market value of assets administered and managed, the volume of transactions, and fees for other services rendered, as set forth in the underlying client agreement. This revenue recognition involves the use of estimates and assumptions, including components that are calculated based on estimated asset valuations and transaction volumes. The Company does not earn performance-based incentives. The Company’s performance obligation for these fees is satisfied, and related revenue recognized, when services are rendered.

Advisory Fees for Brokerage Services

Advisory fees for brokerage services are collected monthly through a third-party vendor at a predetermined rate in the contract. Revenue for such performance obligations are recognized at the time the performance obligations are satisfied and is reflected in the Wealth Management line in the consolidated statements of income.

Credit Related Fees

Credit related fees primarily include fees assessed on the unused portion of commercial lines of credit (“unused commitment fees”) and syndication agent fees. Unused commitment fees are recognized over the period of the related commitment. Syndication agent fees are earned to act as an agent for a period of time, usually one year. Arranger fees are earned to arrange a syndicate of lenders and are generally recognized when the transaction is closed.

Bankcard Fees

Bankcard fees include primarily bankcard interchange revenue, which is recorded when services are provided.

Payroll Processing Revenue

Payroll processing revenue consists principally of payroll processing fees, property and casualty brokerage and employee benefits brokerage. Payroll processing fees are charged as the services are provided and the Company satisfied its performance obligation simultaneously. Property and casualty brokerage include the brokerage of both personal and commercial coverages. The placement of the policy is completion of the Company's performance obligation and revenue is recognized at that time. The Company's commission is a percentage of the premium. Employee benefits brokerage consists of assisting companies in designing and managing comprehensive employee benefit programs. The services provided by the Company are collectively benefit management services which are considered a bundle of services that are highly interrelated. Each of the underlying services are activities to fulfill the benefit management service and are not distinct and separate performance obligations. Revenue is recognized over the contract term as services are rendered on a monthly basis. Customer payments are usually received on a monthly basis. This revenue is reflected in Other Income in the consolidated statements of income. During 2024, the Company completed the sale of Cadence Business Solutions, LLC, its payroll processing business unit, which discontinued this revenue stream.

SBA Income

SBA income consists of gains on sales of SBA loans, servicing fees, changes in the fair value of servicing rights, and other miscellaneous fees. Servicing fee income is recorded for fees earned for servicing SBA loans. The fees are based on a contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. This revenue is reflected in Other Income in the consolidated statements of income.

Advertising Costs

Advertising costs are expensed when the service is provided.

Basic and Diluted EPS

Basic and diluted EPS are calculated in accordance with ASC 260, Earnings Per Share. Basic EPS is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed using the weighted-average number of shares determined for the basic EPS computation plus the shares resulting from the assumed exercise of all outstanding share-based awards using the treasury stock method. See Note 16 for additional information.

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, pension liability and cash flow hedges, are reported as a separate component of the shareholders’ equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income. See Note 17 for additional information.

Cash Flows

For purposes of reporting cash flows, cash and cash equivalents include cash on hand and amounts due from banks, interest bearing deposits with banks, and federal funds sold. Generally, federal funds are sold for one to seven day periods.

Cash flows from loans, either originated or acquired, are classified at the time according to management’s intent to either sell or hold the loan for the foreseeable future. When management’s intent is to hold the loan for the foreseeable future, the cash flows of that loan are presented as investing cash flows.

Cash flows associated with derivatives classified as cash flow hedges are classified in the cash flow statement in the same section as the item(s) being hedged.

Off-Balance Sheet Financial Instruments

In the ordinary course of business, the Company enters into off-balance sheet financial instruments consisting of commitments to extend credit, credit card lines, standby letters of credit and commitments to purchase securities. Such financial instruments are recorded in the consolidated financial statements when they are exercised.

Fair Value of Financial Instruments

Fair value estimates are made at a specific point in time, based on relevant market information and other information about the Company’s financial instruments. These estimates do not reflect any premium or discount that could result from offering for sale, at one time, the entire holdings of a particular financial instrument. Because no market exists for a portion of the financial instruments, fair value estimates are also based on judgments regarding estimated cash flows, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Management employs independent third-party pricing services to provide fair value estimates for the Company’s financial instruments. Management uses various procedures to validate that the prices received from pricing services and quotations received from dealers are reasonable for each relevant financial instrument, including reference to relevant broker/dealer quotes or other market quotes and a review of valuations and trade activity of comparable securities. Consideration is

given to the nature of the quotes (e.g., indicative or firm) and the relationship of recently evidenced market activity to the prices provided by the third-party pricing service.

Understanding the third-party pricing service’s valuation methods, assumptions and inputs used by the firm is an important part of the process of determining that reasonable and reliable fair values are being obtained. Management evaluates quantitative and qualitative information provided by the third-party pricing services to assess whether they continue to exhibit the high level of expertise that management relies upon.

Fair value estimates are based on existing financial instruments on the consolidated balance sheets, without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial instruments include deferred income taxes, premises and equipment, goodwill and other intangible assets. In addition, the income tax ramifications related to the realization of the unrealized gains and losses on financial instruments can have a significant effect on fair value estimates and have not been considered in any of the estimates. For further information about fair value measurements, see Note 14.

Related Party Transactions

In the normal course of business, loans are made to directors and executive officers and to companies in which they have a significant ownership interest. In the opinion of management, these loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other parties, are consistent with sound banking practices, and are within applicable regulatory and lending limitations. The aggregate balances of related party loans and deposits are insignificant at December 31, 2025 and 2024.

Recent Accounting Pronouncements

ASU No. 2023-05

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

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

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

ASU No. 2023-08

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

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

ASU No. 2023-09

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

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

ASU No. 2024-01

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

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

ASU No. 2024-02

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

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

ASU No. 2025-02

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

Pending Accounting Pronouncements

ASU No. 2023-06

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

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

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

ASU No. 2024-03

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

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

ASU No. 2024-04

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

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

ASU No. 2025-01

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

ASU No. 2025-03

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

ASU No. 2025-04

In May, the FASB issued ASU No. 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer to clarify the timing to recognize revenue for entities that offer share-based consideration to customers to incentivize the customers to

purchase its goods or services. The amendments are effective for the fiscal period beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted in an interim or annual period in which financial statements have not yet been issued. If an entity adopts the amendments in an interim reporting period, it should adopt it as of the beginning of the annual period that includes that interim reporting period. The Company does not anticipate that these amendments will have any effect on Company’s consolidated financial statements.

ASU No. 2025-05

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

ASU No. 2025-06

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

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

ASU No. 2025-07

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

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

ASU No. 2025-08

In November 2025, FASB issued ASU No. 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans to expand the population of acquired financial assets, excluding credit cards and held to maturity securities, accounted for using the gross-up approach. Acquired loans are considered purchased seasoned loans and accounted for using the gross-up approach if the established criteria is met. Allowing the gross up method eliminates the “double count” under previous guidance. Loans meet the seasoning criteria is they are (1) acquired in a business combination or (2) they are purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans.

The amendments are effective for fiscal periods beginning after December 15, 2026. Early adoption is permitted. If the amendments are adopted in an interim period, it should be applied as of the beginning of the interim fiscal or annual fiscal reporting period that includes the interim fiscal period. The Company anticipates that these amendments will have a material effect on Company’s consolidated financial statements.

ASU No. 2025-09

In November 2025, FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements to clarify certain aspects of hedge accounting. The clarifications will more closely align hedge accounting with the economics of an entity’s risk management activities. The amendments address issues in five areas: (1) Similar Risk Assessment for Cash Flow Hedges; (2) Hedging Forecasted Interest Payments on Choose-Your-Rate Debt Instruments; (3) Cash Flow Hedges of Nonfinancial Forecasted; (4) Net Written Options as Hedging Instruments; and (5) Foreign-Currency-Denominated Debt Instrument as Hedging Instrument and Hedged Item Transactions.

For public business entities, the amendments are effective for fiscal periods beginning after December 15, 2026. For all other business entities, the amendments are effective for fiscal periods beginning after December 15, 2027. The Company does not anticipate that these amendments will have any effect on Company’s consolidated financial statements.

ASU No. 2025-10

In December 2025, FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities to establish authoritative guidance on the accounting for government grants received by business entities. The amendments (1) define government grants and clarify their scope; (2) establish recognition criteria; and (3) include disclosure requirements regarding the nature of government grants, accounting policies applied, and significant terms and conditions.

For public business entities, the amendments are effective for fiscal periods beginning after December 15, 2028. For all other business entities, the amendments are effective for fiscal periods beginning after December 15, 2029. Early adoption is permitted. If the entity adopts the amendments in an interim period, it must adopt them as of the beginning of the annual period that includes that interim period. The Company does not anticipate that these amendments will have any effect on Company’s consolidated financial statements.

ASU No. 2025-11

In December 2025, FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements to improve the guidance by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments (1) clarifies the guidance in Topic 270 applies to all entities that provide interim financial statements and notes in accordance with GAAP; (2) Create a comprehensive list of interim disclosures that are required in interim financial statements and notes in accordance with GAAP; (3) incorporates a disclosure principle that requires entities to disclose events and changes that occur after the end of the most recent fiscal year that have a material impact on the entity; and (4) improves guidance about information included in and the format of interim financial statements.

For public business entities, the amendments are effective for fiscal periods beginning after December 15, 2027. For all other business entities, the amendments are effective for fiscal periods beginning after December 15, 2028. Early adoption in permitted. The amendments can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. As this guidance is solely disclosure related, the Company does not anticipate any quantitative impact to the Company’s consolidated financial statements.

ASU No. 2025-12

In December 2025, FASB issued ASU No. 2025-12, Codification Improvements to address thirty-three issues within the Codification. For all entities, the amendments are effective for fiscal periods beginning after December 15, 2027. Early adoption is permitted in both interim and annual fiscal periods. If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the annual period that includes that interim period. An entity may elect to early adopt the amendments on an issue-by-issue basis. The Company does not anticipate that these amendments will have any effect on Company’s consolidated financial statements.

NOTE 2. BUSINESS COMBINATIONS

FCB Financial Corp.

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

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

Fair Value of Assets Acquired:

Cash and cash equivalents

$ 142,506

Available for sale securities

45,603

Loans and leases

382,608

Allowance for credit losses

(8,075)

Premises and equipment

13,741

Other intangible assets, net

12,338

Other assets

24,785

Total Fair Value of Assets Acquired

$ 613,506

Fair Value of Liabilities Assumed:

Deposits

$ 523,595

Junior subordinated debt

12,330

Other liabilities

9,165

Total Fair Value of Liabilities Assumed

$ 545,090

Fair Value of Net Assets Acquired

$ 68,416

Consideration Paid:

Market value of common stock

67,291

Total cash paid

23,109

Total Consideration Paid

$ 90,400

Goodwill

$ 21,984

Industry Bancshares, Inc.

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

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

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

Fair Value of Assets Acquired:

Cash and cash equivalents

$ 404,441

Available for sale securities

2,467,885

Loans and leases

1,025,783

Allowance for credit losses

(15,149)

Premises and equipment

52,182

Other intangible assets, net

68,764

Other assets

252,237

Total Fair Value of Assets Acquired

$ 4,256,143

Fair Value of Liabilities Assumed:

Deposits

$ 4,307,490

Other liabilities

53,990

Total Fair Value of Liabilities Assumed

4,361,480

Fair Value of Net Liabilities Assumed

(105,337)

Cash Consideration Paid

20,000

Goodwill

$ 125,337

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

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

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

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

which will be accreted over the remaining life of each loan. The book value of the acquired loans was $387.3 million and $1.1 billion for First Chatham and IBS, respectively.

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

While there were significant similarities in the application of ASC 326 by the Company, First Chatham and IBS, steps were taken by management to align the First Chatham and IBS processes to ensure that the ACL reported at the time of the First Chatham and IBS mergers in the tables above and in all subsequent reporting periods is consistent with the ACL policies as outlined in Note 1 – Summary of Significant Accounting Policies and Note 6 – Allowance for Credit Losses. These steps included conforming certain First Chatham and IBS assumptions (e.g., the reasonable and supportable forecast of future economic conditions and the reasonable and supportable forecast period, among others) to that of the Company.

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

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

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

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

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

The following table presents certain unaudited pro forma information for the results of operations for the year ended December 31, 2024 and 2025, as if First Chatham and IBS had been acquired on January 1, 2024. The pro forma results combine the historical results of First Chatham and IBS into the Company’s consolidated income statements including the impact of certain acquisition accounting adjustments including loan discount accretion, investment securities discount and premium accretion, intangible assets amortization and deposit premium accretion. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the acquisition taken place on January 1, 2024. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, provision for credit losses, expense efficiencies or asset dispositions.

Year Ended December 31,

2025 2024

(In thousands) Pro Forma Pro Forma

Total revenues (net interest income and noninterest income)

$ 2,022,926

$ 1,942,107

Net income

$ 531,040

$ 546,364

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

FCB and IBS merger-related expenses of $9.5 million and $30.6 million, respectively, incurred during 2025 are recorded in the consolidated income statement and include costs incurred to complete the acquisitions, as well as incremental costs related to the closing of the transactions, including legal, accounting and auditing, investment banker fees, certain employment related costs, travel, printing, supplies, and other costs.

NOTE 3. DISCONTINUED OPERATIONS

On November 30, 2023, the Company completed the sale of its insurance subsidiary, Cadence Insurance, via a stock purchase agreement with Arthur J. Gallagher Risk Management Services, LLC and Arthur J. Gallagher & Co. for $904 million, subject to customary purchase price adjustments. The transaction resulted in a pre-tax gain of $706.6 million, reported in the fourth quarter of 2023. The gain, along with Cadence Insurance’s historical financial results for periods prior to the sale, is reflected in the Company’s consolidated financial statements as discontinued operations. Cadence Insurance’s operating results have been presented as “Discontinued operations” within the accompanying consolidated financial statements. There was no activity from these discontinued operations in 2024 and 2025.

The following summarized financial information related to Cadence Insurance has been segregated from continuing operations and reported as discontinued operations for the period presented.

(In thousands) Year Ended December 31,

Discontinued operations: 2023

Net interest revenue

$ 128

Noninterest revenue

Insurance commissions

156,501

Gain on sale of discontinued operations

706,588

Other

Total noninterest revenue

863,141

Noninterest expense

Salaries and employee benefits

117,129

Occupancy and equipment

4,919

Data processing and software

2,906

Amortization of intangibles

1,972

Other

8,752

Total noninterest expense

135,678

Income from discontinued operations before income tax expense

727,591

Income tax expense

188,971

Income from discontinued operations, net of tax

$ 538,620

NOTE 4. AVAILABLE FOR SALE SECURITIES AND EQUITY SECURITIES

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

(In thousands)

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Estimated

Fair

Value

December 31, 2025

U.S. government agency securities

$ 276,105

$ 94

$ 29,664

$ 246,535

MBS issued or guaranteed by U.S. agencies

Residential pass-through:

Guaranteed by GNMA

70,410

8,618

61,815

Issued by FNMA and FHLMC

5,161,113

10,902

415,964

4,756,051

Other residential MBS

2,393,182

19,039

23,443

2,388,778

Commercial MBS

1,496,318

4,071

57,206

1,443,183

Total MBS

9,121,023

34,035

505,231

8,649,827

Obligations of states and political subdivisions

151,935

27,882

124,058

Corporate debt securities

30,000

—

3,109

26,891

Foreign debt securities

70,024

70,059

Total available for sale securities

$ 9,649,087

$ 34,177

$ 565,894

$ 9,117,370

(In thousands)

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Estimated

Fair

Value

December 31, 2024

U.S. government agency securities

$ 321,454

$ 20

$ 40,243

$ 281,231

MBS issued or guaranteed by U.S. agencies

Residential pass-through:

Guaranteed by GNMA

78,279

—

11,698

66,581

Issued by FNMA and FHLMC

4,604,954

639,414

3,965,556

Other residential MBS

958,911

6,110

30,300

934,721

Commercial MBS

1,645,065

1,605

97,029

1,549,641

Total MBS

7,287,209

7,731

778,441

6,516,499

Obligations of states and political subdivisions

167,743

35,684

132,069

Corporate debt securities

52,751

—

5,349

47,402

Foreign debt securities

318,539

443

2,195

316,787

Total available for sale securities

$ 8,147,696

$ 8,204

$ 861,912

$ 7,293,988

For AFS securities, gross gains of $17.5 million and gross losses of $13.2 million were recognized in 2025, gross gains of $7 thousand and gross losses of $3.0 million in 2024, and gross gains of $817 thousand and gross losses of $436.5 million were recognized in 2023. There were no impairment charges related to credit losses included in gross realized losses for the years ended December 31, 2025, 2024, or 2023.

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

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

Proceeds from the sales of securities AFS totaled $3.1 billion in 2025, $15.1 million in 2024, and $4.3 billion in 2023.

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

The amortized cost and estimated fair value of AFS securities at December 31, 2025 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

(In thousands)

Amortized

Cost

Estimated

Fair Value

Maturing in one year or less

$ 991

$ 977

Maturing after one year through five years

30,616

29,842

Maturing after five years through ten years

343,465

314,880

Maturing after ten years

152,992

121,844

Mortgage-backed securities

9,121,023

8,649,827

Total available for sale securities

$ 9,649,087

$ 9,117,370

At December 31, 2025 and December 31, 2024, approximately 59.2% and 80.4% of the fair value of securities were in an unrealized loss position, respectively. At December 31, 2025, there were 827 securities in a loss position for more than twelve months, and 22 securities in a loss position for less than twelve months. At December 31, 2024, there were 871 securities in a loss position for more than twelve months, and 33 securities in a loss position for less than twelve months. A summary of AFS investments with continuous unrealized loss positions for which an ACL has not been recorded is as follows:

Less Than 12 Months 12 Months or Longer

(In thousands)

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

December 31, 2025

U.S. government agency securities

$ 10,739

$ 8

$ 213,646

$ 29,656

MBS

410,589

2,358

4,599,042

502,873

Obligations of states and political subdivisions

—

121,798

27,882

Corporate debt securities

—

24,891

3,109

Foreign debt securities

20,017

—

Total

$ 441,345

$ 2,374

$ 4,959,377

$ 563,520

Less Than 12 Months 12 Months or Longer

(In thousands)

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

December 31, 2024

U.S. government agency securities

$ 74,795

$ 221

$ 200,798

$ 40,022

MBS

249,197

2,314

5,123,218

776,127

Obligations of states and political subdivisions

303

121,117

35,677

Corporate debt securities

7,474

2,527

37,928

2,822

Foreign debt securities

—

52,806

2,195

Total

$ 331,769

$ 5,069

$ 5,535,867

$ 856,843

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

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

(In thousands) Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Carrying Value

December 31, 2025

Equity securities held at cost:

FRB stock

$ 103,384

$ —

$ 103,384

FHLB stock

121,798

—

121,798

Other equity securities

20,818

—

20,818

Total equity securities, held at cost

$ 246,000

$ —

$ 246,000

Equity securities held at fair value:

Farmer Mac stock

$ 49

$ 479

$ —

$ 528

Community Development Fund

20,000

—

20000000

19,978

Total equity securities, held at fair value

$ 20,049

$ 479

$ 22

$ 20,506

(In thousands) Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Carrying Value

December 31, 2024

Equity securities held at cost:

FRB stock

$ 100,567

$ —

$ 100,567

FHLB stock

10,410

—

10,410

Other equity securities

20,582

—

20,582

Total equity securities, held at cost

$ 131,559

$ —

$ 131,559

Equity securities held at fair value:

Farmer Mac stock

$ 49

$ 543

$ —

$ 592

Affordable Housing MBS Exchange Traded Fund

24,994

—

3,908

21,086

Total equity securities, held at fair value

$ 25,043

$ 543

$ 3,908

$ 21,678

NOTE 5. LOANS AND LEASES

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

(In thousands) December 31, 2025 December 31, 2024

Commercial and industrial

Non-real estate

$ 9,251,301

$ 8,670,529

Owner occupied

5,345,089

4,665,015

Total commercial and industrial

14,596,390

13,335,544

Commercial real estate

Construction, acquisition and development

3,431,736

3,909,184

Income producing

7,119,072

6,015,773

Total commercial real estate

10,550,808

9,924,957

Consumer

Residential mortgages

11,851,542

10,267,883

Other consumer

247,644

213,371

Total consumer

12,099,186

10,481,254

Total loans and leases, net of unearned income (1) (2)

$ 37,246,384

$ 33,741,755

(1)Total loans and leases are net of $49.9 million and $21.4 million of unearned income at December 31, 2025 and December 31, 2024, respectively.

(2)As of December 31, 2025, total loans and leases include $314.5 million of acquired FCB loans and $835.2 million of acquired IBS loans. See Note 2 for additional details.

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

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

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

Commercial and Industrial

Non-Real Estate – C&I loans are loans and leases to finance business operations, equipment and owner-occupied facilities for small and medium-sized enterprises, as well as larger corporate borrowers. These include both lines of credit and term loans which are amortized over the useful life of the assets financed. Personal and/or corporate guarantees are generally obtained where available and prudent. This category also includes loans to finance agricultural production. The Company recognizes risk from economic cycles, commodity prices, government regulation, supply-chain disruptions, product innovations or obsolescence, operational errors, lawsuits, natural disasters, losses due to fraud, theft or embezzlement, loss of sponsor

support, health or loss of key personnel or competitive situations may adversely affect the scheduled repayment of business loans. In addition, risks in the agricultural sector including crop failures due to weather, insects and other blights, commodity prices, governmental intervention, lawsuits, labor or logistical disruptions.

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

Commercial Real Estate

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

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

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

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

Consumer

Residential Mortgages – Residential mortgages are first or second-lien loans to consumers secured by a primary residence or second home. This category includes traditional mortgages, home equity loans and revolving lines of credit. The loans are generally secured by properties located within the local market area of the community bank which originates and services the loan. These loans are underwritten in accordance with the Company’s general loan policies and procedures which require, among other things, proper documentation of each borrower’s financial condition, satisfactory credit history, and property value. In addition to loans originated through the Company’s branches, the Company originates and services residential mortgages sold in the secondary market which are underwritten and closed pursuant to investor and agency guidelines. At December 31, 2025 and December 31, 2024, residential mortgage loans in process of foreclosure totaled $15.6 million and $19.7 million, respectively. Additionally, the Company held $7.9 million and $4.4 million in foreclosed residential properties at December 31, 2025 and December 31, 2024, respectively.

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

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

Credit Quality

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

December 31, 2025

(In thousands)

30-59

Days

Past Due

60-89

Days

Past Due

90+ Days

Past Due

Total

Past Due

Current

Total

Amortized Cost

90+ Days Past Due still Accruing

Commercial and industrial

Non-real estate

$ 25,873

$ 50,085

$ 69,616

$ 145,574

$ 9,105,727

$ 9,251,301

$ 10,603

Owner occupied

14,602

1,715

20,250

36,567

5,308,522

5,345,089

—

Total commercial and industrial

40,475

51,800

89,866

182,141

14,414,249

14,596,390

10,603

Commercial real estate

Construction, acquisition and development

10,074

2,029

1,232

13,335

3,418,401

3,431,736

Income producing

6,226

1,794

2,305

10,325

7,108,747

7,119,072

—

Total commercial real estate

16,300

3,823

3,537

23,660

10,527,148

10,550,808

Consumer

Residential mortgages

87,667

44,008

72,475

204,150

11,647,392

11,851,542

18,962

Other consumer

2,133

936

512

3,581

244,063

247,644

367

Total consumer

89,800

44,944

72,987

207,731

11,891,455

12,099,186

19,329

Total

$ 146,575

$ 100,567

$ 166,390

$ 413,532

$ 36,832,852

$ 37,246,384

$ 29,996

December 31, 2024

(In thousands)

30-59

Days

Past Due

60-89

Days

Past Due

90+ Days

Past Due

Total

Past Due

Current

Total

Amortized Cost

90+ Days Past Due still Accruing

Commercial and industrial

Non-real estate

$ 13,443

$ 28,379

$ 101,873

$ 143,695

$ 8,526,834

$ 8,670,529

$ 8,115

Owner occupied

10,375

3,836

16,280

30,491

4,634,524

4,665,015

—

Total commercial and industrial

23,818

32,215

118,153

174,186

13,161,358

13,335,544

8,115

Commercial real estate

Construction, acquisition and development

4,254

663

8,579

13,496

3,895,688

3,909,184

—

Income producing

3,971

1,226

12,193

17,390

5,998,383

6,015,773

—

Total commercial real estate

8,225

1,889

20,772

30,886

9,894,071

9,924,957

—

Consumer

Residential mortgages

60,009

28,937

61,578

150,524

10,117,359

10,267,883

4,750

Other consumer

1,587

455

413

2,455

210,916

213,371

261

Total consumer

61,596

29,392

61,991

152,979

10,328,275

10,481,254

5,011

Total

$ 93,639

$ 63,496

$ 200,916

$ 358,051

$ 33,383,704

$ 33,741,755

$ 13,126

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

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

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

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

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

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

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

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

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

December 31, 2025

(In thousands) Pass

Special

Mention (1)

Substandard (1)

Doubtful

Impaired (1)

PCD (Loss) Total

Commercial and industrial

Non-real estate

$ 8,777,313

$ 132,936

$ 305,168

$ 7,999

$ 24,623

$ 3,262

$ 9,251,301

Owner occupied

5,235,166

33,768

71,301

—

4,854

—

5,345,089

Total commercial and industrial

14,012,479

166,704

376,469

7,999

29,477

3,262

14,596,390

Commercial real estate

Construction, acquisition and development

3,420,866

2,588

8,216

—

3,431,736

Income producing

6,799,446

176,567

142,396

—

663

—

7,119,072

Total commercial real estate

10,220,312

179,155

150,612

—

729

—

10,550,808

Consumer

Residential mortgages

11,719,427

10,594

120,003

—

174

1,344

11,851,542

Other consumer

247,017

—

627

—

247,644

Total consumer

11,966,444

10,594

120,630

—

174

1,344

12,099,186

Total

$ 36,199,235

$ 356,453

$ 647,711

$ 7,999

$ 30,380

$ 4,606

$ 37,246,384

(1)In the loan classifications above, $6.4 million of the special mention balance, $86.5 million of the substandard balance, and $6.0 million of the impaired balance are covered by government guarantees from either the SBA, FHA, VA or USDA.

December 31, 2024

(In thousands) Pass

Special

Mention

Substandard (1)

Doubtful

Impaired (1)

PCD (Loss) Total

Commercial and industrial

Non-real estate

$ 8,208,176

$ 106,996

$ 311,096

$ 8,743

$ 31,996

$ 3,522

$ 8,670,529

Owner occupied

4,610,775

815

41,363

—

10,968

1,094

4,665,015

Total commercial and industrial

12,818,951

107,811

352,459

8,743

42,964

4,616

13,335,544

Commercial real estate

Construction, acquisition and development

3,896,856

—

12,262

—

3,909,184

Income producing

5,850,702

5,094

144,084

—

15,893

—

6,015,773

Total commercial real estate

9,747,558

5,094

156,346

—

15,959

—

9,924,957

Consumer

Residential mortgages

10,167,830

891

89,597

—

8,154

1,411

10,267,883

Other consumer

212,865

—

506

—

213,371

Total consumer

10,380,695

891

90,103

—

8,154

1,411

10,481,254

Total

$ 32,947,204

$ 113,796

$ 598,908

$ 8,743

$ 67,077

$ 6,027

$ 33,741,755

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

The following tables provide credit quality indicators, including gross charge-offs, by class and period of origination (vintage) at December 31, 2025:

Commercial and Industrial - Non-Real Estate

Period Originated:

(Dollars in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Revolving Loans Converted to Term Total

Pass

$ 1,697,501

$ 1,299,616

$ 701,716

$ 724,948

$ 423,236

$ 566,749

$ 3,358,621

$ 4,926

$ 8,777,313

Special Mention

2,693

8,959

17,925

1,341

33,957

41,801

26,260

—

132,936

Substandard

11,828

20,105

47,134

48,931

30,065

56,638

90,418

305,168

Doubtful

—

7,999

—

7,999

Impaired

—

4,091

—

264

8,647

—

11,621

—

24,623

PCD (Loss)

—

3,262

—

3,262

Total

$ 1,712,022

$ 1,332,771

$ 766,775

$ 775,484

$ 503,904

$ 668,450

$ 3,486,920

$ 4,975

$ 9,251,301

% Criticized

0.8 %

2.5 %

8.5 %

6.5 %

16.0 %

15.2 %

3.7 %

1.0 %

5.1 %

Gross charge-offs

$ 1,472

$ 2,490

$ 8,201

$ 16,255

$ 8,862

$ 3,080

$ 45,289

$ —

$ 85,649

Commercial and Industrial - Owner Occupied

Period Originated:

(Dollars in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Revolving Loans Converted to Term Total

Pass

$ 881,543

$ 649,307

$ 636,290

$ 887,623

$ 696,535

$ 1,325,733

$ 157,838

$ 297

$ 5,235,166

Special Mention

1,007

1,100

11,137

5,460

4,481

10,326

257

—

33,768

Substandard

3,517

4,278

16,874

15,040

12,809

18,410

373

—

71,301

Impaired

—

1,282

3,361

—

211

—

4,854

Total

$ 886,067

$ 654,685

$ 665,583

$ 911,484

$ 713,825

$ 1,354,680

$ 158,468

$ 297

$ 5,345,089

% Criticized

0.5 %

0.8 %

4.4 %

2.6 %

2.4 %

2.1 %

0.4 %

— %

2.1 %

Gross charge-offs

$ —

$ 394

$ 885

$ 99

$ 264

$ 651

$ 239

$ —

$ 2,532

Commercial Real Estate - Construction, Acquisition, & Development

Period Originated:

(Dollars in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Revolving Loans Converted to Term Total

Pass

$ 1,411,544

$ 913,607

$ 308,111

$ 447,184

$ 216,715

$ 70,725

$ 52,980

$ —

$ 3,420,866

Special Mention

1,085

1,070

—

246

114

—

2,588

Substandard

—

2,851

1,265

3,362

186

552

—

8,216

Impaired

—

Total

$ 1,412,629

$ 917,528

$ 309,376

$ 450,792

$ 216,974

$ 71,457

$ 52,980

$ —

$ 3,431,736

% Criticized

0.1 %

0.4 %

0.8 %

0.1 %

1.0 %

— %

0.3 %

Gross charge-offs

$ —

$ 190

$ 277

$ 124

$ 2

$ 174

$ —

$ 767

Commercial Real Estate - Income Producing

Period Originated:

(Dollars in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Revolving Loans Converted to Term Total

Pass

$ 964,765

$ 687,365

$ 592,895

$ 1,943,967

$ 1,006,619

$ 1,459,773

$ 144,062

$ —

$ 6,799,446

Special Mention

—

1,602

28,655

113,164

33,146

—

176,567

Substandard

—

1,117

4,692

10,409

24,467

101,363

348

—

142,396

Impaired

—

663

—

663

Total

$ 964,765

$ 688,482

$ 599,189

$ 1,983,031

$ 1,144,250

$ 1,594,945

$ 144,410

$ —

$ 7,119,072

% Criticized

— %

0.2 %

1.1 %

2.0 %

12.0 %

8.5 %

0.2 %

— %

4.5 %

Gross charge-offs

$ 5

$ —

$ 252

$ 735

$ 240

$ 3,631

$ —

$ 4,863

Consumer - Residential Mortgages

Period Originated:

(Dollars in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Revolving Loans Converted to Term Total

Pass

$ 1,859,157

$ 1,311,625

$ 1,327,832

$ 1,775,976

$ 1,383,791

$ 2,397,215

$ 1,662,433

$ 1,398

$ 11,719,427

Special Mention

1,198

1,718

2,477

2,734

430

1,977

—

10,594

Substandard

2,625

5,685

14,647

20,843

21,015

50,058

5,130

—

120,003

Impaired

—

174

—

174

PCD (Loss)

—

1,344

—

1,344

Total

$ 1,862,980

$ 1,319,028

$ 1,344,956

$ 1,799,553

$ 1,405,410

$ 2,450,594

$ 1,667,623

$ 1,398

$ 11,851,542

% Criticized

0.2 %

0.6 %

1.3 %

1.5 %

2.2 %

0.3 %

— %

1.1 %

Gross charge-offs

$ 3

$ 528

$ 534

$ 1,903

$ 1,185

$ 690

$ 1,746

$ —

$ 6,589

Consumer - Other Consumer

Period Originated:

(Dollars in thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Revolving Loans Converted to Term Total

Pass

$ 64,494

$ 30,775

$ 19,275

$ 7,310

$ 3,868

$ 4,537

$ 116,758

$ —

$ 247,017

Substandard

111

187

—

305

—

627

Total

$ 64,605

$ 30,962

$ 19,288

$ 7,319

$ 3,870

$ 4,537

$ 117,063

$ —

$ 247,644

% Criticized

0.2 %

0.6 %

0.1 %

— %

0.3 %

— %

0.3 %

Gross charge-offs

$ 2,990

$ 512

$ 261

$ 141

$ 14

$ 83

$ 2,964

$ —

$ 6,965

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

Commercial and Industrial - Non-Real Estate

Period Originated:

(Dollars in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Revolving Loans Converted to Term Total

Pass

$ 1,361,684

$ 926,422

$ 1,036,579

$ 695,625

$ 209,100

$ 563,337

$ 3,397,031

$ 18,398

$ 8,208,176

Special Mention

13,242

10,942

—

23,158

18,337

—

41,317

—

106,996

Substandard

8,855

49,842

70,136

43,832

12,370

27,648

75,638

22,775

311,096

Doubtful

—

8,743

—

8,743

Impaired

—

1,485

2,773

9,013

—

18,725

—

31,996

PCD (Loss)

—

3,522

—

3,522

Total

$ 1,383,781

$ 988,691

$ 1,109,488

$ 780,371

$ 239,807

$ 594,507

$ 3,532,711

$ 41,173

$ 8,670,529

% Criticized

1.6 %

6.3 %

6.6 %

10.9 %

12.8 %

5.2 %

3.8 %

55.3 %

5.3 %

Gross charge-offs

$ 1,892

$ 7,811

$ 22,112

$ 15,703

$ 956

$ 16,786

$ 7,416

$ 4,018

$ 76,694

Commercial and Industrial - Owner Occupied

Period Originated:

(Dollars in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Revolving Loans Converted to Term Total

Pass

$ 704,999

$ 607,548

$ 893,114

$ 756,156

$ 402,671

$ 1,122,908

$ 123,149

$ 230

$ 4,610,775

Special Mention

—

815

—

815

Substandard

2,249

5,616

6,638

5,204

2,057

18,889

710

—

41,363

Impaired

394

2,335

5,911

1,053

—

1,275

—

10,968

PCD (Loss)

—

1,094

—

1,094

Total

$ 707,642

$ 615,499

$ 905,663

$ 762,413

$ 405,543

$ 1,144,166

$ 123,859

$ 230

$ 4,665,015

% Criticized

0.4 %

1.3 %

1.4 %

0.8 %

0.7 %

1.9 %

0.6 %

— %

1.2 %

Gross charge-offs

$ —

$ 1

$ 263

$ 6

$ 41

$ 67

$ 1

$ —

$ 379

Commercial Real Estate - Construction, Acquisition & Development

Period Originated:

(Dollars in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Revolving Loans Converted to Term Total

Pass

$ 1,058,203

$ 790,695

$ 1,261,256

$ 592,454

$ 50,123

$ 76,347

$ 64,061

$ 3,717

$ 3,896,856

Substandard

264

2,032

3,514

5,889

304

259

—

12,262

Impaired

—

Total

$ 1,058,467

$ 792,727

$ 1,264,770

$ 598,343

$ 50,493

$ 76,606

$ 64,061

$ 3,717

$ 3,909,184

% Criticized

— %

0.3 %

1.0 %

0.7 %

0.3 %

— %

0.3 %

Gross charge-offs

$ —

$ 19

$ 101

$ 537

$ 35

$ 2

$ 85

$ —

$ 779

Commercial Real Estate - Income Producing

Period Originated:

(Dollars in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Revolving Loans Converted to Term Total

Pass

$ 497,633

$ 540,956

$ 1,595,416

$ 1,192,329

$ 511,254

$ 1,404,264

$ 108,850

$ —

$ 5,850,702

Special Mention

—

2,881

—

2,213

—

5,094

Substandard

—

459

468

7,690

70,889

64,084

494

—

144,084

Impaired

—

4,885

1,114

—

9,894

—

15,893

Total

$ 497,633

$ 541,415

$ 1,603,650

$ 1,201,133

$ 582,143

$ 1,478,242

$ 111,557

$ —

$ 6,015,773

% Criticized

— %

0.1 %

0.5 %

0.7 %

12.2 %

5.0 %

2.4 %

— %

2.7 %

Gross charge-offs

$ —

$ 3

$ 21

$ —

$ 2,479

$ —

$ 2,503

Consumer - Residential Mortgages

Period Originated:

(Dollars in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Revolving Loans Converted to Term Total

Pass

$ 1,356,015

$ 1,477,090

$ 1,991,600

$ 1,545,259

$ 992,426

$ 1,734,512

$ 1,069,608

$ 1,320

$ 10,167,830

Special Mention

101

790

—

891

Substandard

1,549

12,696

18,477

14,661

9,145

28,774

4,295

—

89,597

Impaired

—

3,979

1,675

—

2,500

—

8,154

PCD (Loss)

—

1,411

—

1,411

Total

$ 1,357,665

$ 1,490,576

$ 2,010,077

$ 1,563,899

$ 1,003,246

$ 1,764,697

$ 1,076,403

$ 1,320

$ 10,267,883

% Criticized

0.1 %

0.9 %

1.2 %

1.1 %

1.7 %

0.6 %

— %

1.0 %

Gross charge-offs

$ 10

$ 325

$ 559

$ 430

$ 81

$ 749

$ 1,007

$ —

$ 3,161

Consumer - Other Consumer

Period Originated:

(Dollars in thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Revolving Loans Converted to Term Total

Pass

$ 45,997

$ 29,538

$ 11,471

$ 6,150

$ 3,263

$ 2,105

$ 114,341

$ —

$ 212,865

Substandard

—

338

—

506

Total

$ 45,997

$ 29,635

$ 11,519

$ 6,156

$ 3,263

$ 2,122

$ 114,679

$ —

$ 213,371

% Criticized

— %

0.3 %

0.4 %

0.1 %

— %

0.8 %

0.3 %

— %

0.2 %

Gross charge-offs

$ 3,067

$ 395

$ 303

$ 145

$ 14

$ 47

$ 2,917

$ —

$ 6,888

The Company’s collateral-dependent loans totaled $43.0 million and $81.8 million at December 31, 2025 and December 31, 2024, respectively. Typically these loans are internally classified as “Impaired” and “PCD Loss.” At December 31, 2025 and December 31, 2024, $8.0 million and $8.7 million, respectively, of these loans were classified as doubtful. At December 31, 2025, most of these loans are within the non-real estate class. Additionally, there were smaller amounts of these loans in the owner occupied, income producing, CAD, and residential mortgages classes. C&I loans are typically supported by collateral such as real estate, receivables, equipment, inventory, or by an enterprise valuation. Loans within the CRE and Consumer segments are generally secured by commercial and residential real estate.

Loans of $1.5 million or greater are considered for specific provision when management has determined based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the note and that the loan is collateral-dependent. At December 31, 2025 and December 31, 2024, $31.3 million and $59.1 million, respectively, of collateral-dependent loans had a valuation allowance of $13.2 million and $17.3 million, respectively. The remaining balance of collateral-dependent loans of $11.7 million and $22.7 million at December 31, 2025 and December 31, 2024, respectively, have sufficient collateral supporting the collection of all contractual principal and interest or were charged down to the underlying collateral’s fair value, less estimated selling costs. Therefore, such loans did not have an associated valuation allowance.

NPLs consist of nonaccrual loans and leases. At December 31, 2025 and December 31, 2024, NPLs totaled $248.6 million and $264.7 million, respectively. Within the NPL balance, $66.2 million of the December 31, 2025 balance and $89.9 million of the December 31, 2024 balance is covered by government guarantees from the SBA, FHA, VA or USDA.

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

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

December 31, 2025 December 31, 2024

(In thousands) Nonaccrual Loans Nonaccrual Loans with No Related Allowance Nonaccrual Loans Nonaccrual Loans with No Related Allowance

Commercial and industrial

Non-real estate

$ 87,942

$ 6,662

$ 145,115

$ 2,944

Owner occupied

23,705

—

16,904

5,128

Total commercial and industrial

111,647

6,662

162,019

8,072

Commercial real estate

Construction, acquisition and development

1,909

8,600

Income producing

51,743

663

18,542

6,569

Total commercial real estate

53,652

729

27,142

6,635

Consumer

Residential mortgages

82,995

174

75,287

3,979

Other consumer

259

—

244

—

Total consumer

83,254

174

75,531

3,979

Total

$ 248,553

$ 7,565

$ 264,692

$ 18,686

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

Year Ended December 31,

(In thousands) 2025 2024 2023

Commercial and industrial

Non-real estate

$ 1,941

$ 2,828

$ 863

Owner occupied

766

255

178

Total commercial and industrial

2,707

3,083

1,041

Commercial real estate

Construction, acquisition and development

100

Income producing

1,092

431

748

Total commercial real estate

1,178

531

801

Consumer

Residential mortgages

2,684

2,090

1,880

Other consumer

Total consumer

2,705

2,093

1,885

Total

$ 6,590

$ 5,707

$ 3,727

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

Under general loan modification guidance, a modification is treated as a new loan only if both of the following conditions are met: 1) the terms of the new loan are at least as favorable to the lender as the terms for comparable loans to other

customers with similar collection risks, and 2) modifications to the terms of the original loan are more than minor. If either condition is not met, the modification is accounted for as the continuation of the old loan with any effect of the modification treated as a prospective adjustment to the loan’s EIR. Modifications in scope for borrowers experiencing financial difficulty may include principal forgiveness, other-than-insignificant payment delay, interest rate reduction, or a combination of modifications. During the year ended December 31, 2025, the most common individual concessions were related to term extensions and payment deferrals. Other concessions included interest rate reductions. At December 31, 2025, the Company has an outstanding unfunded commitment balance of $14.0 million to lend to seven borrowers experiencing financial difficulty.

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

The following tables presents loans that were modified within the past twelve months for borrowers experiencing financial difficulty by segment and class, as well as the percentage of these modified loans compared to overall loans in each segment and class, for the years ended December 31, 2025, December 31, 2024 and December 31, 2023:

Year Ended December 31, 2025

(Dollars in thousands) Payment Deferral Combination Payment Deferral and Term Extension Term Extension Interest Rate Reduction Combination Interest Rate Reduction and Payment Deferral Combination Term Extension and Interest Rate Reduction Percent of Total Loan Class

Commercial and industrial

Non-real estate

$ 9,002

$ 20,122

$ 114,110

$ 9,717

$ 317

$ 40,720

2.10 %

Owner occupied

—

632

—

3,642

0.08 %

Total commercial and industrial

9,002

20,122

114,742

9,717

317

44,362

1.36 %

Commercial real estate

Income producing

41,442

—

0.58 %

Total commercial real estate

41,442

—

0.39 %

Consumer

Residential mortgages

444

—

1,511

—

443

0.02 %

Total consumer

444

—

1,511

—

443

0.02 %

Total loans and leases, net of unearned income

$ 50,888

$ 20,122

$ 116,253

$ 9,717

$ 760

$ 44,419

0.65 %

Year Ended December 31, 2024

(Dollars in thousands) Principal Forgiveness Payment Deferral Combination Payment Deferral and Term Extension Term Extension Interest Rate Reduction Combination Interest Rate Reduction and Payment Deferral Combination Term Extension and Interest Rate Reduction Combination Term Extension, Payment Deferral and Interest Rate Reduction Percent of Total Loan Class

Commercial and industrial

Non-real estate

$ 12,865

$ 13,100

$ 6,463

$ 66,110

$ —

$ 113

$ 10,519

$ —

1.26 %

Owner occupied

—

1,591

—

1,370

—

0.06 %

Total commercial and industrial

12,865

13,100

6,463

67,701

—

113

11,889

—

0.84 %

Commercial real estate

Construction, acquisition and development

—

— %

Income producing

—

30,670

45,206

—

13,373

1.48 %

Total commercial real estate

—

30,670

45,206

—

13,373

0.90 %

Consumer

Residential mortgages

—

202

178

100

400

—

0.01 %

Other consumer

—

0.01 %

Total consumer

—

202

178

100

400

—

0.01 %

Total loans and leases, net of unearned income

$ 12,865

$ 13,122

$ 37,152

$ 113,109

$ 185

$ 213

$ 12,289

$ 13,373

0.60 %

Year Ended December 31, 2023

(Dollars in thousands) Payment Deferral Term Extension Interest Rate Reduction Combination Interest Rate Reduction and Payment Deferral Combination Term Extension and Interest Rate Reduction Combination Term Extension and Payment Deferral Percent of Total Loan Class

Commercial and industrial

Non-real estate

$ 32,121

$ 70,009

$ —

$ 6,583

$ 262

1.22 %

Owner occupied

—

Total commercial and industrial

32,121

70,049

—

6,583

262

0.82

Commercial real estate

Income producing

1,520

27,774

—

769

—

0.52

Total commercial real estate

1,520

27,774

—

769

—

0.31

Consumer

Residential mortgages

139

299

331

—

0.01

Other consumer

—

Total consumer

150

299

331

—

0.01

Total loans and leases, net of unearned income

$ 33,683

$ 97,973

$ 299

$ 37

$ 7,683

$ 262

0.43 %

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

Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023

(Dollars in thousands) Weighted-Average Interest Rate Reduction Weighted-Average Term Extension (in years) Principal Forgiveness Weighted-Average Interest Rate Reduction Weighted-Average Term Extension (in years) Weighted-Average Interest Rate Reduction Weighted-Average Term Extension (in years)

Commercial and industrial

Non-real estate

1.92 %

1.33

$ 5,835

1.42 %

1.23

0.92 %

0.84

Owner occupied

4.32

4.76

—

3.91

14.04

—

5.04

Commercial real estate

Construction, acquisition and development

—

2.00

—

Income producing

—

0.54

1.72

0.30

1.09

Consumer

Residential mortgages

2.32

4.54

—

2.49

7.60

0.24

11.17

Other consumer

—

3.69

2.18

3.25

1.42

The following tables provide the amortized cost basis of loans that experienced a payment default during the following period and were modified in the 12 months before default to borrowers experiencing financial difficulty:

Year Ended December 31, 2025

(In thousands) Payment Deferral Term Extension Interest Rate Reduction Combination Interest Rate Reduction and Payment Deferral Combination Term Extension and Interest Rate Reduction

Commercial and industrial

Non-real estate

$ 452

$ —

$ 255

$ 158

$ 35,548

Owner occupied

—

632

—

Total modified

$ 452

$ 632

$ 255

$ 158

$ 35,548

Year Ended December 31, 2024

(In thousands) Payment Deferral Term Extension Combination Term Extension and Interest Rate Reduction

Commercial and industrial

Non-real estate

$ 164

$ —

$ 1,929

Commercial real estate

Income producing

—

9,113

—

Consumer

Residential mortgages

—

362

Total modified

$ 164

$ 9,113

$ 2,291

Year Ended December 31, 2023

(In thousands) Payment Deferral Term Extension Interest Rate Reduction Combination Term Extension and Interest Rate Reduction Combination Term Extension and Payment Deferral

Commercial and industrial

Non-real estate

$ 6,430

$ 28,941

$ —

$ 1

$ 262

Consumer

Residential mortgages

—

Total modified

$ 6,430

$ 28,958

$ 50

$ 1

$ 262

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

Payment Status (Amortized Cost Basis) at December 31, 2025

(In thousands) Current 30-89 Days Past Due 90+ Days Past Due

Commercial and industrial

Non-real estate

$ 156,741

$ 33,808

$ 3,439

Owner occupied

3,642

—

632

Commercial real estate

Income producing

41,442

—

Consumer

Residential mortgages

2,216

239

—

Total

$ 204,041

$ 34,047

$ 4,071

NOTE 6. ALLOWANCE FOR CREDIT LOSSES

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

Year Ended December 31,

(In thousands) 2025 2024 2023

Balance at beginning of year

$ 460,793

$ 468,034

$ 440,347

Charge-offs

(107,365)

(90,404)

(87,072)

Recoveries

13,441

12,163

14,504

Initial allowance on PCD loans

23,224

—

Adoption of new ASU related to modified loans (1)

—

255

Provision for loan losses

105,000

71,000

100,000

Balance at end of year

$ 495,093

$ 460,793

$ 468,034

(1) Cadence adopted the new accounting guidance effective January 1, 2023, which eliminates the TDR recognition and measurement guidance via the modified retrospective transition method (ASU 2022-02).

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

Year Ended December 31, 2025

(In thousands) Beginning Balance Initial Allowance on PCD loans Charge-offs Recoveries Provision (Release) Ending Balance

Commercial and industrial

Non-real estate

$ 183,743

$ 12,204

$ (85,649)

$ 7,474

$ 64,109

$ 181,881

Owner occupied

35,177

5,558

(2,532)

710

18,046

56,959

Total commercial and industrial

218,920

17,762

(88,181)

8,184

82,155

238,840

Commercial real estate

Construction, acquisition and development

44,703

378

(767)

209

551

45,074

Income producing

64,957

4,259

(4,863)

1,834

(3,008)

63,179

Total commercial real estate

109,660

4,637

(5,630)

2,043

(2,457)

108,253

Consumer

Residential mortgages

125,464

726

(6,589)

1,471

18,369

139,441

Other consumer

6,749

(6,965)

1,743

6,933

8,559

Total consumer

132,213

825

(13,554)

3,214

25,302

148,000

Total

$ 460,793

$ 23,224

$ (107,365)

$ 13,441

$ 105,000

$ 495,093

Year Ended December 31, 2024

(In thousands) Beginning Balance Charge-offs Recoveries Provision (Release) Ending Balance

Commercial and industrial

Non-real estate

$ 194,577

$ (76,694)

$ 8,004

$ 57,856

$ 183,743

Owner occupied

31,445

(379)

511

$ 3,600

35,177

Total commercial and industrial

226,022

(77,073)

8,515

61,456

218,920

Commercial real estate

Construction, acquisition and development

42,118

(779)

418

$ 2,946

44,703

Income producing

69,209

(2,503)

447

$ (2,196)

64,957

Total commercial real estate

111,327

(3,282)

865

750

109,660

Consumer

Residential mortgages

124,851

(3,161)

1,234

$ 2,540

125,464

Other consumer

5,834

(6,888)

1,549

$ 6,254

6,749

Total consumer

130,685

(10,049)

2,783

8,794

132,213

Total

$ 468,034

$ (90,404)

$ 12,163

$ 71,000

$ 460,793

Year Ended December 31, 2023

(In thousands) Beginning Balance Charge-offs Recoveries Adoption of new ASU for modified loans Provision (Release) Ending Balance

Commercial and industrial

Non-real estate

$ 147,669

$ (72,401)

$ 7,541

$ 256

$ 111,512

$ 194,577

Owner occupied

35,548

(394)

1,582

(5,293)

31,445

Total commercial and industrial

183,217

(72,795)

9,123

258

106,219

226,022

Commercial real estate

Construction, acquisition and development

68,902

(808)

622

—

(26,598)

42,118

Income producing

74,727

(4,527)

1,071

(3)

(2,059)

69,209

Total commercial real estate

143,629

(5,335)

1,693

(3)

(28,657)

111,327

Consumer

Residential mortgages

106,142

(2,264)

2,000

—

18,973

124,851

Other consumer

7,359

(6,678)

1,688

—

3,465

5,834

Total consumer

113,501

(8,942)

3,688

—

22,438

130,685

Total

$ 440,347

$ (87,072)

$ 14,504

$ 255

$ 100,000

$ 468,034

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

Year Ended December 31,

(In thousands) 2025 2024 2023

Balance at beginning of period

$ 8,551

$ 28,551

Provision (reversal) for credit losses for unfunded commitments

6,000

—

(20,000)

Balance at end of period

$ 14,551

$ 8,551

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

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

NOTE 7. PREMISES AND EQUIPMENT

A summary by asset classification at the periods indicated:

(In thousands) Estimated Useful Life (Years) December 31, 2025 December 31, 2024

Land N/A

$ 155,891

$ 140,792

Buildings and improvements 5-40

634,285

557,916

Leasehold improvements 5-39

48,990

46,608

Equipment, furniture and fixtures 3-20

386,531

363,985

Computer software 3-5

125,432

111,973

Construction in progress N/A

15,582

26,316

Right of use - lease N/A

213,091

204,071

Subtotal

1,579,802

1,451,661

Accumulated depreciation and amortization

733,178

668,205

Premises and equipment, net

$ 846,624

$ 783,456

Depreciation expense was $49.0 million, $45.1 million, and $44.4 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Software amortization expense was $11.4 million, $9.5 million, and $9.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

NOTE 8. LEASES

The Company leases various premises and equipment. At the inception of the contract, the Company determines if an arrangement is or contains a lease and will recognize on the balance sheet a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation for contracts longer than a year. The Company does not have any commitments that would meet the definition of a finance lease.

At December 31, 2025 and 2024, the weighted average remaining lease term for operating leases was 15.4 years and 16.0 years, respectively, and the weighted average discount rate used in the measurement of operating lease liabilities was 3.9% and 3.7% at December 31, 2025 and 2024, respectively. Lease costs were as follows for the periods presented:

Year Ended December 31,

(In thousands) 2025 2024 2023

Operating lease costs

$ 18,431

$ 18,166

$ 20,298

Short-term lease costs

146

139

108

Variable lease costs

—

Sublease income

(326)

(741)

(1,011)

Total operating lease costs

$ 18,251

$ 17,564

$ 19,399

There were no leveraged leases or lease transactions with related parties during the years ended December 31, 2025 and 2024. At December 31, 2025 and 2024, the Company had no leases that had not yet commenced.

For leases that may contain renewal options or options to extend the lease term, the Company is reasonably certain to do so, therefore, these extended terms are included in our lease liability calculation. A maturity analysis of operating lease liabilities is included in the table below at December 31, 2025:

(In thousands) Amount

2026

$ 19,060

2027

18,196

2028

17,846

2029

17,537

2030

16,999

Thereafter

161,864

Total future minimum lease payments

251,502

Discount effect of cash flows

64,069

Present value of net future minimum lease payments

$ 187,433

At December 31, 2025 and 2024, the Company’s operating lease ROU assets were $167.1 million and $167.4 million, respectively, and ROU liabilities were $187.6 million and $188.0 million, respectively.

NOTE 9. GOODWILL AND OTHER INTANGIBLE ASSETS

The following tables present the carrying amounts of goodwill assigned to each of the Company’s reporting units at December 31, 2025 and December 31, 2024. Refer to Note 20 for additional information on segments.

(In thousands) December 31, 2025 December 31, 2024

Corporate Banking

$ 406,134

$ 401,742

Community Banking

1,061,283

918,354

Mortgage

19,652

Banking Services

27,175

Total

$ 1,514,244

$ 1,366,923

The Company’s policy is to assess goodwill for impairment at the reporting unit level on an annual basis or sooner if an event occurs or circumstances change which indicate that the fair value of a reporting unit is below its carrying amount. Impairment is the condition that exists when the carrying amount of the reporting unit exceeds the fair value of that reporting unit. The Company’s annual assessment date is during the Company’s fourth quarter. The Company’s annual goodwill impairment evaluation for 2025 was based on a qualitative assessment and indicated no events or circumstances that would have resulted in an impairment of goodwill for its reporting units.

On May 1, 2025, the Company completed its acquisition of FCB Financial Corp. (“FCB Financial”). Upon the completion of the merger, FCB Financial was merged with and into the Company. The purchase of FCB Financial resulted in a $4.4 million increase in goodwill for the Corporate Banking unit and a $17.6 million increase in Community Banking unit. In addition, it resulted in a $12.3 million increase in core deposit intangibles.

On July 1, 2025, the Company completed its acquisition of IBS, the bank holding company for Bank of Brenham, Citizens State Bank, Fayetteville Bank, Industry State Bank, The First National Bank of Bellville and The First National Bank of Shiner (collectively, the “Industry Banks”). Upon the completion of the merger, IBS and the Industry Banks were merged with and into the Company with the Company being the surviving entity. The purchase of Industry Banks resulted in a $125.3 million increase in goodwill for the Community Banking unit and a $68.8 million increase in core deposit intangibles.

On May 17, 2024, the Company completed the sale of Cadence Business Solutions, its payroll processing business unit. The payroll processing unit had previously been part of Cadence Insurance, Inc., prior to its sale in November 2023. The sale of the payroll processing business resulted in a $0.9 million decrease in goodwill for the Banking Services unit and a $1.1 million decrease in customer relationship intangibles.

In the current economic environment, forecasting cash flows, credit losses and growth in addition to valuing the Company’s assets with any degree of assurance is very difficult and subject to significant changes over very short periods of time. The Company’s policy is to update its analysis as circumstances change. As market conditions continue to be volatile and unpredictable, impairment of goodwill related to the Company’s reporting units may be necessary in future periods.

The carrying value of other intangible assets was $141.5 million and $83.2 million at December 31, 2025 and December 31, 2024, respectively. The core deposit intangible assets and the customer relationship intangibles are both amortized over an estimated useful life of ten years utilizing an accelerated method. The trade name is considered indefinite-lived and is not subject to amortization.

The following table, which excludes fully amortized intangibles, shows the gross carrying amount and accumulated amortization of the Company’s other intangible assets at December 31, 2025 and December 31, 2024.

December 31, 2025 December 31, 2024

(In thousands)

Gross

Carrying

Amount

Accumulated

Amortization

Net

Carrying

Value

Gross

Carrying

Amount

Accumulated

Amortization

Net

Carrying

Value

Core deposit intangibles

$ 193,481

$ 93,272

$ 100,209

$ 112,379

$ 76,429

$ 35,950

Customer relationship intangibles

48,250

32,439

15,811

48,250

26,518

21,732

Trade names

25,508

—

25,508

—

25,508

Total other intangible assets

$ 267,239

$ 125,711

$ 141,528

$ 186,137

$ 102,947

$ 83,190

The following table presents intangible asset amortization expense for the periods indicated.

Year Ended December 31,

(In thousands) 2025 2024 2023

Core deposit intangibles

$ 16,843

$ 8,928

$ 10,812

Customer relationship intangibles

5,921

6,974

8,576

Total intangible asset amortization expense

$ 22,764

$ 15,902

$ 19,388

The following table presents the estimated intangible asset amortization expense for the next five years.

(In thousands)

Core

Deposit

Intangibles

Customer

Relationship

Intangibles

Total

2026

$ 22,509

$ 4,981

$ 27,490

2027

20,469

4,042

24,511

2028

16,518

3,102

19,620

2029

12,927

2,162

15,089

2030

10,464

1,223

11,687

NOTE 10. TIME DEPOSITS AND BORROWINGS

Time deposits with a balance of $250,000 or more totaled $3.9 billion and $3.2 billion at December 31, 2025 and December 31, 2024, respectively.

At December 31, 2025, time deposits that will mature in under one year totaled $10.0 billion. For time deposits with a remaining maturity of more than one year at December 31, 2025, the aggregate amount maturing in each of the following five years and thereafter is presented in the following table:

(Dollars in thousands) Amount

2027

$ 423,530

2028

45,380

2029

27,960

2030

26,611

2031

700

Thereafter

190

Total

$ 524,371

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

December 31, 2025

End of Period Year to Date Daily Average

Maximum

Outstanding

at any

Month End

(Dollars in thousands) Balance

Interest

Rate

Balance

Interest

Rate

Federal funds purchased

$ —

—%

$ 95,644

4.48%

$ 375,000

Securities sold under agreement to repurchase and other

24,828

4.15

23,916

4.12

30,220

Short-term FHLB advances

1,225,000

4.11

898,003

4.28

1,575,000

Total

$ 1,249,828

$ 1,017,563

$ 1,980,220

December 31, 2024

End of Period Year to Date Daily Average

Maximum

Outstanding

at any

Month End

(Dollars in thousands) Balance

Interest

Rate

Balance

Interest

Rate

Federal funds purchased

$ —

—%

$ 5,077

5.28%

$ —

Securities sold under agreement to repurchase and other

23,616

4.10

81,092

4.76

267,792

Bank Term Funding Program

—

2,845,902

4.79

3,500,000

Short-term FHLB advances

—

5.74

—

Total

$ 23,616

$ 2,932,073

$ 3,767,792

Federal funds purchased generally mature the business day following the date of purchase. At December 31, 2025 and December 31, 2024, the Company had established non-binding federal funds borrowing lines of credit with other banks aggregating $2.1 billion, for both periods. Additionally, the Company maintains access to the FRB discount window borrowings which generally mature within 90 days and are collateralized by $2.2 billion in commercial, agriculture, and consumer loans pledged under a borrower-in-custody agreement as of December 31, 2025. At December 31, 2025 and December 31, 2024, there were no borrowings from the FRB discount window.

Securities sold under repurchase agreements generally mature within one day from the date of sale. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. These repurchase agreements are collateralized by $44.2 million in MBS issued or guaranteed by U.S. agencies, U.S. Treasury securities and U.S. government agency securities.

The BTFP was created by the Federal Reserve to support businesses and households by making additional funding available to eligible financial institutions to help assure they have the ability to meet the needs of their depositors. The BTFP offered loans of up to one year in length to banks and other qualifying institutions pledging any collateral eligible for purchase

by the FRB. The collateral was valued at its par amount and consisted primarily of MBS and U.S. government agency securities. Cadence’s BTFP borrowing was paid off during the fourth quarter of 2024. The BTFP ceased making new loans in March 2024.

As of December 31, 2025 and December 31, 2024, the Company had a balance of $940.6 million and $706 thousand, respectively, of long-term advances from the FHLB of Dallas. During 2025, the Company entered into $940.0 million of long-term advances from the FHLB of Dallas with various interest rates ranging from 3.897% to 4.219% with maturities beginning in March 2027 through April 2027. In addition, the Company obtained $12.4 million of junior subordinated debt in the First Chatham acquisition. This FCB subordinated debt as well as $10.0 million of 5.000% fixed to floating rate subordinated notes were paid off in June 2025.

All borrowings from the FHLB are collateralized by commercial and residential real estate loans pledged under a blanket floating lien security agreement with the FHLB of Dallas. Under the terms of this agreement, the Company is required to maintain sufficient collateral to secure borrowings in an aggregate amount of the lesser of the book value (i.e., unpaid principal balance), after applicable FHLB discounts, of the Company’s eligible commercial and residential real estate loans pledged as collateral, or 35% of the Company’s assets. Loans totaling $27.2 billion and $24.4 billion at December 31, 2025 and December 31, 2024, respectively, were pledged to the FHLB of Dallas. At December 31, 2025, the remaining borrowing availability totaled $12.2 billion. At December 31, 2025, there were no call features on long-term FHLB borrowings. Short-term FHLB borrowings mature within one year following the date of the advance.

The FHLB of Dallas has also issued irrevocable letters of credit totaling $62.3 million at December 31, 2025 on behalf of our customers. Of the total amount, $20.8 million expires on January 30, 2026, $19.1 million expires on November 19, 2026, and $22.4 million expires on December 17, 2026.

Contractual annual principal payments on long-term debt are shown in the following table. These maturities are based upon the amounts owed at December 31, 2025.

(Dollars in thousands)

FHLB Advances

2026

$ 40

2027

940,605

Total

$ 940,645

NOTE 11. PREFERRED STOCK

In November 2019, the Company completed its public offering of 6,900,000 shares of 5.50% Series A Non-Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”), par value $0.01 per share, with a liquidation preference of $25 per share of Series A Preferred Stock, which represents $172.5 million in aggregate liquidation preference (the “Series A Preferred Stock Offering”). The Company received net proceeds from the Series A Preferred Stock Offering, after deducting the underwriting discount and estimated expenses, of $167.0 million. Holders of the Series A Preferred Stock are entitled to receive, only when, as, and if declared by the Company’s board of directors, non-cumulative cash dividends based upon the liquidation preference of $25 per share of Series A Preferred Stock, and no more, at a rate equal to 5.50% per annum, payable quarterly, in arrears, on February 20, May 20, August 20 and November 20 of each year. The Board of Directors declared total cash dividends of $1.72 per share of Series A Preferred Stock for a total of $11.9 million during 2025, which included a special dividend of $0.34 per share that was paid during the second quarter of 2025, compared to a total cash dividends of $1.38 per share of Series A Preferred Stock for a total of $9.5 million during both the years 2024 and 2023.

Series A Preferred Stock is not subject to any mandatory redemption, sinking fund or other similar provision. The Company may redeem shares of Series A Preferred Stock at its option, subject to regulatory requirements, at a redemption price equal to $25 per share, plus any declared and unpaid dividends. In the event Series A Preferred Stock is redeemed at the liquidation amount, $5.5 million in excess of the liquidation amount over the carrying amount will be recorded as a reduction to net income available to common shareholders.

NOTE 12. INCOME TAXES

The Company has adopted ASU 2023-09 for the annual period beginning after December 15, 2024. This ASU enhances the transparency and decision usefulness of income tax disclosures and was applied on a prospective basis.

The components of income tax expense (benefit) attributable to continuing operations were as follows for the years ended December 31, 2025, 2024 and 2023:

(In thousands)

2025

2024

2023

Current:

Federal

$ 12,771

$ 126,226

$ (2,355)

State

699

18,148

(3,131)

Deferred:

Federal

117,419

10,521

1,208

State

20,353

(2,302)

(316)

Total

$ 151,242

$ 152,593

$ (4,594)

The Company had income tax receivable (payable) of $100.9 million, $18.5 million and $(10.0) million at December 31, 2025, 2024 and 2023, respectively.

Income tax expense on continuing operations differed from the amounts computed by applying the U.S. federal income tax rate of 21% to income before income taxes for the year ended December 31, 2025 due to the following:

(In thousands) 2025

US federal statutory income tax rate

$ 146,098

21.0 %

Domestic federal:

Tax Credits:

Proportional amortization tax credits

(11,294)

(1.6) %

Other

(5,296)

(0.8) %

Nontaxable or nondeductible items:

Excess salary disallowance

7,946

1.1 %

FDIC disallowance

8,133

1.2 %

Other

(4,983)

(0.7) %

Other

(4,251)

(0.6) %

State income taxes, net of federal effect (1)

16,542

2.4 %

Changes in prior year unrecognized tax benefits

(1,653)

(0.2) %

Total

$ 151,242

21.8 %

(1) State taxes in Mississippi and Alabama made up the majority (greater than 50 percent) of the tax effect in this category

Income tax expense (benefit) on continuing operations differed from the amounts computed by applying the U.S. federal income tax rate of 21% to income (loss) from continuing operations before income taxes for the years ended December 31, 2024 and 2023 resulting from the following:

(In thousands) 2024 2023

Tax expense (benefit) at statutory rates

$ 142,001

$ (191)

Increase (decrease) in taxes resulting from:

State income taxes, net of federal tax benefit

12,519

(2,723)

Tax-exempt interest revenue

(1,542)

(1,730)

Tax-exempt earnings on life insurance

(3,422)

(3,135)

Deductible dividends paid on 401(k) plan

(16)

(529)

Goodwill writeoff

181

—

Excess salary disallowance

5,544

4,855

Tax credits

(4,225)

(12,926)

FDIC disallowance

6,876

7,332

Meals and entertainment

565

628

Other, net

(5,888)

3,825

Total

$ 152,593

$ (4,594)

The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 were as follows:

(In thousands) 2025 2024

Deferred tax assets:

Loans, principally due to allowance for credit losses

$ 119,540

$ 112,244

Other real estate owned

235

267

Loans, fair value adjustment

8,390

3,130

Securities, fair value adjustment

4,355

4,720

Accrued liabilities

25,374

34,708

Net operating loss carryforwards

10,153

5,598

Lease liability

44,218

43,939

Capital loss carryforward

50,487

—

Other

3,001

5,001

Unrealized net losses on AFS securities

121,657

201,646

Unrecognized pension expense

11,563

13,886

Total gross deferred tax assets

398,973

425,139

Less: valuation allowance

53,393

564

Deferred tax assets

345,580

424,575

Deferred tax liabilities:

Lease transactions

$ 4,788

$ 1,313

Employment benefits

15,289

17,231

Premises and equipment, principally due to differences in depreciation

21,102

18,748

Mortgage servicing rights

26,049

26,917

Intangible assets

40,302

29,221

Investments

5,122

6,216

Deferred net loan fees

27,735

25,360

Right of use asset

39,441

39,170

Other

5,325

4,099

Total gross deferred tax liabilities

185,153

168,275

Net deferred tax assets

$ 160,427

$ 256,300

At December 31, 2025, the Company had a net deferred tax asset of $160.4 million, compared to $256.3 million at December 31, 2024. The changes to gross deferred tax assets and liabilities during 2025 was primarily due to deferred tax adjustments related to the change in market value of AFS securities.

Based upon the level of historical taxable income and projections for future taxable income over the periods in which deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences existing at December 31, 2025 with the exception of a capital loss incurred in connection with the acquisition of Industry Bancshares, Inc., a federal net operating loss carryforward acquired in the acquisition of Industry Bancshares, Inc., and a state net operating loss carryforward that will not be realized, all of which resulted in a $53.4 million valuation allowance.

At December 31, 2025, the Company has federal net operating loss carryforwards of $45.4 million which will begin to expire in 2030. The Company believes it is more likely than not the benefit from certain federal net operating loss carryforwards will not be realized, and accordingly, has established a valuation allowance of $11.3 million. The Company has state net operating loss carryforwards of $1.4 million which will begin to expire in 2030. The Company believes it is more likely than not the benefit from certain state net operating loss carryforwards will not be realized, and accordingly, has

established a pre-tax valuation allowance of $13.3 million, $0.6 million after tax, associated with those net operating losses at December 31, 2025.

The Company recognizes accrued interest related to unrecognized tax benefits and penalties as a component of other noninterest expense. The Company accrued interest of $831 thousand in 2025, $64 thousand in 2024 and $143 thousand in 2023. The Company's accrued interest and penalties on unrecognized tax benefits was $1.7 million and $0.8 million at December 31, 2025 and 2024, respectively. Accrued interest and penalties are included in other liabilities.

At December 31, 2025 and 2024, the balance of unrecognized tax benefits, if recognized, that would reduce the effective tax rate was $2.1 million and $1.0 million, respectively. The Company does not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months. The following table presents a summary of the beginning and ending amounts of unrecognized income tax benefits:

Years ended December 31,

(In thousands) 2025 2024 2023

Balance at January 1

$ 998

$ 1,242

$ 3,077

Additions based on income tax positions related to current year

—

Additions for income tax positions for prior years

—

Additions from acquisition

2,756

—

Reductions for income tax positions of prior years

—

(244)

—

Statute of limitation expirations

(1,653)

—

Settlements

—

(1,835)

Balance at December 31

$ 2,101

$ 998

$ 1,242

Unrecognized state income tax benefits are not adjusted for the federal income tax impact.

The Company is subject to taxation in the United States and various states and local jurisdictions. The Company files a consolidated United States federal return. Based on the laws of the applicable state where the Company conducts business operations, the Company and its applicable subsidiaries either file a consolidated, combined or separate return. The tax years that remain open for examination for the Company's major jurisdictions of the United States—Federal, Mississippi, Arkansas, Tennessee, Alabama, Louisiana, Texas, Georgia and Missouri—are 2022, 2023 and 2024.

Cash paid for income taxes, net of refunds received for the year ended December 31, 2025 resulting from the following:

(In thousands)

2025

US federal

$ 17,000

US state and local:

Alabama

3,478

Texas

2,882

Other

4,829

Total

$ 28,189

In August 2022, the IRA of 2022 was signed into law to address inflation, healthcare costs, climate change and renewal energy incentives, among other things. Included in the IRA of 2022 are provisions for the creation of a 15% CAMT that is effective for tax years beginning January 1, 2023 for corporations with an average annual adjusted financial statement income in excess of $1 billion. In 2025, 2024 and 2023, the Company was not subject to the 15% CAMT.

In July 2025, the OBBB Act was signed into law which both extended many soon to expire provisions of the TCJA and made several additional changes to the Internal Revenue Code. Based on information available to date, the new law has had no material impact to the Company’s consolidated financial statements.

NOTE 13. PENSION AND OTHER POST RETIREMENT BENEFIT PLANS

The Basic Plan is a non-contributory defined benefit pension plan managed by a trustee covering substantially all full-time employees who have at least one year of service, worked at least 1,000 hours and have attained the age of 18. For such employees hired prior to January 1, 2006, benefits were based on years of service and the employee’s compensation until January 1, 2017, at which time benefits were based on a 2.5% cash balance formula. For such employees hired on or after January 1, 2006, benefits accrue based on a cash balance formula, effective January 1, 2012. The Company's funding policy is to contribute to the Basic Plan the amount that meets the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus such additional amounts as the Company determines to be appropriate. The difference between the plan assets and projected benefit obligation is included in other assets or other liabilities, as appropriate. Actuarial assumptions are evaluated periodically.

The Restoration Plan provides for the payment of retirement benefits to certain participants in the Basic Plan. The Restoration Plan is a non-qualified plan that covers any employee whose benefit under the Basic Plan is limited by the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and any employee who elects to participate in the Cadence Frozen Deferred Compensation Plan, which reduces the employee’s benefit under the Basic Plan. For employees hired prior to January 1, 2006, benefits were based on years of service and the employee’s compensation until January 1, 2017, at which time benefits were based on a 2.5% cash balance formula. For such employees hired on or after January 1, 2006, benefits accrue based on a cash balance formula, effective January 1, 2012. The Supplemental Plan is a non-qualified defined benefit supplemental retirement plan for certain key employees. Benefits commence when the employee retires and are payable over a period of ten years.

The Company measured benefit obligations using the most recent Pri-2012 mortality tables and MP-2021 mortality improvement scale in selecting mortality assumptions at December 31, 2025. The Company uses a December 31 measurement date for its pension and other benefit plans.

In 2023, an amendment was made to the Basic Plan in conjunction with a special voluntary retirement offer specifically designed for long-term participants in the Basic Plan. This amendment to provide enhanced pension benefit protection increased the Basic Plan’s liability by $5.1 million, which the Company recognized immediately as a one-time charge to expense during 2023.

A summary of the three defined benefit retirement plans at and for the years ended December 31, 2025, 2024, and 2023 follows:

Pension Benefits

(In thousands) 2025 2024 2023

Change in benefit obligations:

Projected benefit obligations at beginning of year

$ 238,714

$ 241,606

$ 238,878

Service cost

9,319

7,627

9,840

Interest cost

11,852

11,765

12,191

Actuarial (gain) loss

6,081

6,026

15,387

Benefits paid

(10,577)

(10,612)

(11,691)

Administrative expenses paid

(1,803)

(2,058)

(1,319)

Plan amendments

—

5,088

Settlements (1)

(8,027)

(15,640)

(26,768)

Projected benefit obligations at end of year

$ 245,559

$ 238,714

$ 241,606

Change in plans' assets:

Fair value of plans' assets at beginning of year

$ 341,427

$ 337,803

$ 341,629

Actual return on assets

37,001

27,764

33,397

Employer contributions

2,716

4,170

2,555

Benefits paid

(10,577)

(10,612)

(11,691)

Administrative expenses paid

(1,803)

(2,058)

(1,319)

Settlements (1)

(8,027)

(15,640)

(26,768)

Fair value of plans' assets at end of year

$ 360,737

$ 341,427

$ 337,803

Funded status:

Projected benefit obligations

$ (245,559)

$ (238,714)

$ (241,606)

Fair value of plans' assets

360,737

341,427

337,803

Net amount recognized

$ 115,178

$ 102,713

$ 96,197

(1)The total lump sums paid during 2025, 2024, and 2023 were $8.0 million, $15.6 million, and $26.8 million, respectively, compared to a settlement threshold of $19.1 million, $17.2 million, and $19.6 million. As a result, there was no charge recognized for 2025 or 2024 and a charge of $11.8 million for 2023.

The overall funded status of the plans improved slightly during 2025. The slight increase was the result of an increase in the fair value of the plans' assets as the actual returns on plan assets exceeded payments and settlements.

The weighted-average interest crediting rates for both the Basic Plan and the Restoration Plan were 4.08% in 2025. The Supplemental Plan does not have a minimum interest crediting rate.

Amounts recognized in the consolidated balance sheets consisted of:

Pension Benefits

(In thousands) 2025 2024 2023

Prepaid benefit cost

$ 193,888

$ 191,464

$ 188,325

Accrued benefit liability

(29,755)

(29,963)

(31,625)

Accumulated other comprehensive loss adjustment

(48,955)

(58,788)

(60,503)

Net amount recognized

$ 115,178

$ 102,713

$ 96,197

Pre-tax amounts recognized in accumulated other comprehensive loss consisted of:

December 31,

(In thousands) 2025 2024

Net prior service benefit

$ 165

$ 178

Net actuarial loss

48,790

58,610

Total accumulated other comprehensive loss

$ 48,955

$ 58,788

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

Year Ended December 31,

(In thousands) 2025 2024 2023

Service cost

$ 9,319

$ 7,627

$ 9,840

Interest cost

11,852

11,765

12,191

Expected return on plan assets

(23,997)

(22,966)

(21,969)

Recognized prior service cost

Recognized net loss

2,896

2,931

3,734

Settlement loss

—

11,826

Net periodic benefit cost (credit) (1)

$ 83

$ (630)

$ 15,635

(1)While service cost is included in salaries and employee benefits, the other components of net periodic pension costs (credit) are included in other noninterest expense in the consolidated statements of income for the years ended December 31, 2025, 2024, and 2023.

The weighted-average assumptions used to determine benefit obligations at December 31, 2025 and 2024 were as follows:

Basic Plan Restoration Plan Supplemental Plan

2025 2024 2025 2024 2025 2024

Discount rate 5.33% 5.60% 5.10% 5.50% 4.71% 5.31%

Rate of compensation increase 4.00% 4.00% 4.00% 4.00% 3.50% 3.50%

The weighted-average assumptions used to determine net periodic benefit cost for 2025, 2024, and 2023 were as follows:

Basic Plan

2025 2024 2023

Discount rate-service cost 5.67% 5.35% 5.65%

Discount rate-interest cost 5.25% 5.13% 5.13%

Rate of compensation increase 4.00% 4.00% 4.00%

Expected rate of return on plan assets 7.25% 7.00% 6.50%

Restoration Plan

2025 2024 2023

Discount rate-service cost 5.59% 5.71% 5.53%

Discount rate-interest cost 5.20% 5.31% 5.30%

Rate of compensation increase 4.00% 4.00% 4.00%

Expected rate of return on plan assets N/A N/A N/A

Supplemental Plan

2025 2024 2023

Discount rate-service cost 5.99% 5.75% 5.49%

Discount rate-interest cost 5.10% 5.02% 5.28%

Rate of compensation increase 3.50% 3.00% 3.00%

Expected rate of return on plan assets N/A N/A N/A

The following table presents information related to the Restoration and Supplemental Plans that had accumulated benefit obligations in excess of plan assets at December 31, 2025 and 2024:

(In thousands) 2025 2024

Projected benefit obligation

$ 34,338

$ 35,534

Accumulated benefit obligation

33,957

34,376

Fair value of assets

—

In selecting the expected long-term rate of return on assets used for the Basic Plan, the Company considered the average rate of earnings expected on the funds invested or to be invested to provide for the benefits of the plan. This included considering the trust asset allocation and the expected returns likely to be earned over the life of the plan. This basis is consistent with the prior year. The discount rate is the rate used to determine the present value of the Company’s future benefit obligations for its pension and other postretirement benefit plans.

Plan assets are managed on a total return basis to meet future obligations. Risk is managed through asset allocation, diversification, asset valuation analysis and maintaining a long-term focus. Assets are invested in multiple asset classes including, but not limited to, domestic equities, international equities and fixed income securities. Factors considered for the Plan’s asset allocation include, but are not limited to, the Plan’s funding status, long-term expected liabilities and expected long-term investment performance. To meet the Plan’s obligation, long-term returns take priority over short term market volatility and uncertainty. The Plan asset allocation, diversification and long-term performance are evaluated by the Retirement Committee multiple times throughout each calendar year.

The Company’s pension plan weighted-average asset allocations at December 31, 2025 and 2024 and the Company’s target allocations for 2026, by asset category, were as follows:

Plan assets at December 31, Target for

Asset category: 2025 2024 2026

Equity securities

54 %

49 %

33-60%

Debt securities

43 %

47 %

40-67%

Cash and equivalents

3 %

5 %

Total

100 %

Equity securities held in the Basic Plan included shares of the Company’s common stock with a fair value of $3.5 million (0.98% of total plan assets) and $2.8 million (0.83% of total plan assets) at December 31, 2025 and 2024, respectively. An analysis by management is performed annually to determine whether the Company will make a contribution to the Basic Plan.

The following table presents information regarding expected future benefit payments, which reflect expected service, as appropriate:

(In thousands)

Pension

Benefits

Expected future benefit payments:

2026

$ 25,202

2027

26,146

2028

25,134

2029

25,509

2030

25,050

2031-2035

116,714

The following table presents the fair value of each major category of plan assets held in the Basic Plan at December 31, 2025 and 2024:

Plan Assets

(In thousands) 2025 2024

Investments, at fair value:

Cash and cash equivalents

$ 50

U.S. agency debt obligations

22,999

20,549

Mutual funds

296,656

272,349

U. S. government debt obligations

9,761

6,880

Common stock of Cadence Bank

3,524

2,834

Money market funds

9,807

11,409

Brokered certificates of deposit

17,328

26,711

Total investments, at fair value

360,125

340,782

Accrued interest and dividends

612

645

Fair value of plan assets

$ 360,737

$ 341,427

Fair values are determined based on valuation techniques categorized as follows: Level 1 means the use of quoted prices for identical instruments in active markets; Level 2 means the use of quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; Level 3 means the use of unobservable inputs. Quoted market prices, when available, are used to value investments. Pension plan investments include funds which invest in various types of investment securities and in various companies within various markets. Investment securities are exposed to several risks, such as interest rate, market and credit risks. Because of the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported.

The following tables set forth the plan investments at fair value at December 31, 2025 and 2024:

2025

(In thousands) Level 1 Level 2 Level 3 Total

Cash and cash equivalents

$ 50

$ —

$ 50

U.S. agency debt obligations

—

22,999

—

22,999

Mutual funds

296,656

—

296,656

U.S. government debt obligations

—

9,761

—

9,761

Company common stock

3,524

—

3,524

Money market funds

9,807

—

9,807

Brokered certificates of deposit

—

17,328

—

17,328

Total

$ 310,037

$ 50,088

$ —

$ 360,125

2024

(In thousands) Level 1 Level 2 Level 3 Total

Cash and cash equivalents

$ 50

$ —

$ 50

U.S. agency debt obligations

—

20,549

—

20,549

Mutual funds

272,349

—

272,349

U.S. government debt obligations

—

6,880

—

6,880

Company common stock

2,834

—

2,834

Money market funds

11,409

—

11,409

Brokered certificates of deposit

—

26,711

—

26,711

Total

$ 286,642

$ 54,140

$ —

$ 340,782

The following investments represented 5% or more of the total plan asset value at December 31, 2025:

(In thousands) 2025

John Hancock Discip Value Fund

$ 19,857

John Hancock Discip Value Mid Cap Fund

20,672

Curasset Capital Management Core Bond Fund

28,029

Curasset Capital Management Limited Term Inc Fund

36,696

Victory Pioneer Multi-Asset Ultra Short Income Fund

20,487

First Eagle Global Fund Class R6

27,772

JPMorgan Equity Income Fund R6

22,857

JP Morgan Strategic Income Opp Fund

20,022

The Company has a defined contribution plan (commonly referred to as a “401(k) Plan”). Employees may contribute a portion of their compensation, as set forth in the 401(k) Plan, subject to the limitations as established by the Code. Employee contributions (up to 5% of defined compensation) are matched dollar-for-dollar by the Company. Employer contributions were $20.8 million, $21.2 million, and $22.6 million for 2025, 2024, and 2023, respectively.

NOTE 14. FAIR VALUE DISCLOSURES

Fair value is defined by U.S. GAAP 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. U.S. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy requires the Company to maximize the use of observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Each fair value measurement is placed into the proper level based on the lowest level of significant input. These levels are:

•Level 1: Valuation is based upon quoted prices for identical instruments traded in active markets.

•Level 2: Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

•Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models, and similar techniques.

Transfers between fair value levels are recognized at the end of the fiscal quarter in which the associated change in

inputs occurs.

Determination of Fair Value

Fair values are based on 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. The following describes the assumptions and methodologies used to estimate the fair value of financial instruments recorded at fair value in the consolidated balance sheets and for estimating the fair value of financial instruments for which fair value is disclosed.

Available for sale securities and equity investments. AFS securities and equity investments (with readily determinable fair values) are recorded at fair value on a recurring basis. AFS securities and equity investments that are traded on an active exchange are classified as Level 1. If quoted prices are not available, the Company obtains fair value measurements from an independent pricing service. These fair value measurements consider observable market data that may include benchmark yield curves, reported trades, broker/dealer quotes, issuer spreads and credit information, among other inputs. These securities are classified as Level 2.

Mortgage servicing rights. The Company records MSR at fair value on a recurring basis with subsequent remeasurement of MSR based on change in fair value. An estimate of the fair value of the Company’s MSR is determined by utilizing assumptions about factors such as mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand. All of the Company’s MSR are classified as Level 3.

Derivative instruments. The Company’s derivatives that are traded on an active exchange are classified as Level 1. The majority of the Company’s derivative instruments are measured at fair value based on modeling that utilizes observable market inputs for various interest rates published by leading third-party financial news and data providers. This is observable data that represents the rates used by market participants for instruments entered into at that date; however, they are not based on actual transactions, so they are classified as Level 2. Derivative instruments that are measured at fair value based on either an unobservable market price or a discounted cash flow valuation using the terms of a derivative agreement are classified as Level 3.

Loans held for sale. Loans held for sale are carried at fair value which is based on commitments outstanding from investors as well as what secondary markets are currently offering for portfolios with similar characteristics. Therefore, loans held for sale are subjected to recurring fair value adjustments and are classified as Level 2. The Company obtains quotes, bids, or pricing indications on all or part of these loans directly from the buyers. Premiums and discounts received or to be received on the quotes, bids or pricing indications are indicative of the fact that the cost is lower or higher than fair value.

Investments in limited partnerships. The fair value of certain investments in limited partnerships is estimated using the practical expedient of net asset value. For other investments in limited partnerships that do not qualify for the practical expedient, we use a measurement alternative which measures these investments at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company classifies these investments in limited partnerships as Level 3.

SBA/USDA servicing assets. The fair value of the SBA servicing assets is estimated using the gross coupon less an assumed CSC. The Company classifies SBA servicing assets as Level 3.

Other real estate owned and repossessed assets. OREO is carried at the lower of cost or fair value less estimated selling costs on an ongoing basis and is subjected to nonrecurring fair value adjustments. Estimated fair value is determined on the basis of independent appraisals and other relevant factors. Appraisals that are not based on observable inputs or that require significant adjustments or fair value measurements that are not based on third-party appraisals are considered to be based on significant unobservable inputs. The fair value of repossessed assets is determined using net orderly liquidation valuation on a nonrecurring basis. The Company’s OREO and repossessed assets are classified as Level 3.

Collateral-dependent loans (impaired and purchase credit deteriorated (loss)). Collateral-dependent loans considered for specific reserve are loans for which, based on current information and events, it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Collateral-dependent loans include impaired loans and classified purchased credit deteriorated (loss) loans (as defined by management). When a loan is collateral-dependent, the fair value of the loan is determined based on the fair value of the underlying collateral. All of the Company’s collateral-dependent loans are classified as Level 3.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

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

December 31, 2025

(In thousands) Level 1 Level 2 Level 3 Total

Assets:

Available for sale securities

$ —

$ 9,117,370

$ —

$ 9,117,370

Equity investments

20,506

—

20,506

Mortgage servicing rights

—

110,324

Derivative instruments

318

28,471

2,225

31,014

Loans held for sale

—

267,281

—

267,281

Investments in limited partnerships

—

122,712

SBA/USDA servicing rights

—

9,727

Total

$ 20,824

$ 9,413,122

$ 244,988

$ 9,678,934

Liabilities:

Derivative instruments

$ 46

$ 37,256

$ 2

$ 37,304

December 31, 2024

(In thousands) Level 1 Level 2 Level 3 Total

Assets:

Available for sale securities

$ —

$ 7,293,988

$ —

$ 7,293,988

Equity investments

21,678

—

21,678

Mortgage servicing rights

—

114,594

Derivative instruments

—

32,021

1,310

33,331

Loans held for sale

—

244,192

—

244,192

Investments in limited partnerships

—

118,710

SBA servicing rights

—

5,785

Total

$ 21,678

$ 7,570,201

$ 240,399

$ 7,832,278

Liabilities:

Derivative instruments

$ 3,085

$ 45,573

$ 15

$ 48,673

Level 3 financial instruments typically include unobservable components but may also include some observable components that may be validated against external sources. The table below includes a roll forward of the consolidated balance sheet amounts for the years ended December 31, 2025 and 2024, for changes in the fair value of financial instruments classified within Level 3 of the valuation hierarchy that are recorded on a recurring basis. The gains or (losses) in the following table (which are reported in Other noninterest income in the consolidated statements of income) may include changes to fair value due, in part, to observable factors that may be part of the valuation methodology.

Year Ended December 31, 2025

(In thousands)

Mortgage

Servicing

Rights

Investments in Limited Partnerships SBA/USDA Servicing Rights Mortgage Loan Held-For-Sale Interest Rate Lock Commitments (Assets and Liabilities)

Balance at December 31, 2024

$ 114,594

$ 118,710

$ 5,785

$ 1,295

Acquired in a business combination

—

16,516

4,783

—

Net (losses) gains

(18,178)

12,855

(2,846)

928

Transfers

—

(27,472)

—

Additions

13,908

—

2,005

—

Contributions paid

—

32,387

—

Distributions received

—

(30,284)

—

Balance at December 31, 2025

$ 110,324

$ 122,712

$ 9,727

$ 2,223

Net unrealized (losses) gains included in net income for the period related to assets and liabilities held at December 31, 2025

$ (7,713)

$ 12,855

$ (2,846)

$ 928

Year Ended December 31, 2024

(In thousands)

Mortgage

Servicing

Rights

Investments in Limited Partnerships SBA Servicing Rights Mortgage Loan Held-For-Sale Interest Rate Lock Commitments (Assets and Liabilities)

Balance at December 31, 2023

$ 106,824

$ 94,998

$ 6,124

$ 1,848

Net (losses) gains

(6,241)

11,822

(1,664)

(553)

Additions

14,011

—

1,325

—

Contributions paid

—

27,079

—

Distributions received

—

(15,189)

—

Balance at December 31, 2024

$ 114,594

$ 118,710

$ 5,785

$ 1,295

Net unrealized gains (losses) in included in net income for the period related to assets and liabilities held at December 31, 2024

$ 6,669

$ 11,822

$ (1,664)

$ (553)

Fair Value Option

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

The Company also elected to measure residential mortgage loans held for sale at fair value. The election allows for effective offset of the changes in fair values of the loans and the derivative instruments used to hedge them. Included in the residential mortgage loans held for sale portfolio are certain previously sold GNMA loans. Under ASC 860-10-40, certain GNMA loans will not meet sale criteria due to the conditional buyback option becoming unconditional - typically when loans become 90 or more days delinquent. The Company records these loans at fair value on the consolidated balance sheets with an offsetting liability. The Company assumed the cost approximates the fair value. At December 31, 2025 and December 31, 2024, the fair value of the GNMA loans totaled $87.0 million and $69.0 million, respectively.

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

December 31, 2025 December 31, 2024

(In thousands) Aggregate Fair Value

Aggregate

Unpaid Principal

Aggregate Fair Value

Less Aggregate Unpaid Principal

Aggregate Fair Value

Aggregate

Unpaid Principal

Aggregate Fair Value

Less Aggregate Unpaid Principal

Residential mortgage loans

$ 222,557

$ —

$ 181,622

$ —

Commercial and industrial loans

37,412

—

59,343

—

Commercial real estate loans

7,312

—

3,227

—

Total

$ 267,281

$ —

$ 244,192

$ —

Net gains and losses resulting from changes in fair value for residential mortgage loans held for sale are recorded in mortgage banking revenue in the consolidated statements of income. For the years ended December 31, 2025 and 2024, the Company had net gains totaling $1.5 million and $0.9 million, respectively.

Net gains and losses resulting from changes in fair value for C&I loans and CRE loans held for sale are recorded in other noninterest revenue in the consolidated statements of income. For the years ended December 31, 2025 and 2024, the Company had net gains from the sale of these loans totaling $10.4 million and $6.4 million, respectively.

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

From time to time, the Company may be required to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from the application of lower of

cost or fair value accounting or write-downs of individual assets. The following tables present the balances of assets measured at fair value on a nonrecurring basis:

December 31, 2025

(In thousands) Level 1 Level 2 Level 3 Total

Assets:

Impaired loans, collateral-dependent(1)

$ —

$ 38,379

PCD (loss) loans

—

4,606

Other real estate and repossessed assets

—

11,845

(1) At December 31, 2025, impaired loans, collateral-dependent includes $8.0 million which were classified as doubtful.

December 31, 2024

(In thousands) Level 1 Level 2 Level 3 Total

Assets:

Impaired loans, collateral-dependent(1)

$ —

$ 75,820

PCD (loss) loans

—

6,027

Other real estate and repossessed assets

—

5,754

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

Unobservable Inputs

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

Quantitative Information about Level 3 Fair Value Measurements

(Dollars in thousands)

Carrying

Value

Valuation

Methods

Unobservable

Inputs

Range Weighted Average

December 31, 2025

Measured at fair value on a recurring basis:

Mortgage servicing rights(1)

$ 110,324

Discounted cash flow Discount rate 9.4% - 11.0% 9.8%

Repayment speed (CPR) 7.0 - 20.7 9.8

Coupon interest rate 3.4% - 6.3% 4.5%

Remaining maturity (months) 73 - 356 286

Servicing fee (bps) 19.0 bps-39.1 bps 28.6 bps

Investments in limited partnerships

122,712

Practical expedient Net asset value NM NM

SBA/USDA servicing rights(1)

9,727

Coupon less contractual servicing cost

Contractual servicing

cost (bps)

12.5 bps-40.0 bps 26.3 bps

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

2,223

Discounted cash flow Closing ratio 10.0% - 100% 57.9%

Measured at fair value on a nonrecurring basis:

Impaired loans, collateral-dependent(1)

$ 38,379

Appraised value, as adjusted Discount to fair value 25% - 60% 42.2%

Purchased credit deteriorated (loss) loans(1)

4,606

Appraised value, as adjusted Discount to fair value 10% - 30% 24.2%

Other real estate and repossessed assets

11,845

Appraised value, as adjusted Estimated closing costs 7.0% 7.0%

Quantitative Information about Level 3 Fair Value Measurements

(Dollars in thousands)

Carrying

Value

Valuation

Methods

Unobservable

Inputs

Range Weighted Average

December 31, 2024

Measured at fair value on a recurring basis:

Mortgage servicing rights(1)

$ 114,594

Discounted cash flow Discount rate 9.7% - 11.3% 10.1%

Repayment speed (CPR) 6.8 - 12.6 8.3

Coupon interest rate 3.2% - 7.9% 4.2%

Remaining maturity (months) 70 - 404 286

Servicing fee (bps) 19.0 bps-50.0 bps 28.7 bps

Investments in limited partnerships

118,710

Practical expedient Net asset value NM NM

SBA servicing rights(1)

5,785

Coupon less contractual servicing cost Contractual servicing cost (bps) 12.5 bps-40.0 bps 26.3 bps

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

1,295

Discounted cash flow Closing ratio 10.0% - 100% 46.8%

Measured at fair value on a nonrecurring basis:

Impaired loans, collateral-dependent(1)

$ 75,820

Appraised value, as adjusted Discount to fair value 10% - 41% 30.5%

Purchased credit deteriorated (loss) loans(1)

6,027

Appraised value, as adjusted Discount to fair value 10% - 30% 24.7%

Other real estate and repossessed assets

5,754

Appraised value, as adjusted Estimated closing costs 7.0% 7.0%

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

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

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

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

December 31, 2025

(In thousands) Carrying Value Fair Value Level 1 Level 2 Level 3

Assets:

Cash and due from banks

$ 778,722

$ —

Interest bearing deposits with other banks and Federal funds sold

1,436,507

—

Available for sale securities and equity securities with readily determinable fair values

9,137,876

20,506

9,117,370

—

Net loans and leases

36,751,291

36,268,733

—

36,268,733

Loans held for sale

267,281

—

267,281

—

Accrued interest receivable

214,952

—

30,864

184,088

Mortgage servicing rights

110,324

—

110,324

Investments in limited partnerships

122,712

—

122,712

Other assets

21,572

—

21,572

Liabilities:

Deposits

$ 44,139,279

$ 44,137,381

$ —

$ 44,137,381

$ —

Federal funds purchased and securities sold under agreement to repurchase and other short-term borrowings

24,828

—

Short-term FHLB borrowings

1,225,000

—

Accrued interest payable

141,616

4,224

137,392

—

Long-term FHLB borrowings

940,645

945,070

—

945,070

—

Derivative instruments:

Assets:

Interest rate swap contracts

$ 256

$ —

$ 256

$ —

Commercial loan interest rate contracts

27,677

—

27,677

—

Mortgage loan held-for-sale interest rate lock commitments

2,225

—

2,225

Futures, forwards and options

318

—

Mortgage loan forward sale commitments

—

Foreign exchange contracts

505

—

505

—

Liabilities:

Interest rate swap contracts

$ 149

$ —

$ 149

$ —

Commercial loan interest rate contracts

36,127

—

36,127

—

Mortgage loan held-for-sale interest rate lock commitments

—

Futures, forwards and options

—

Mortgage loan forward sale commitments

546

—

546

—

Foreign exchange contracts

434

—

434

—

December 31, 2024

(In thousands)

Carrying

Value

Fair

Value

Level 1 Level 2 Level 3

Assets:

Cash and due from banks

$ 624,884

$ —

Interest bearing deposits with other banks and Federal funds sold

1,106,692

—

Available for sale securities and equity securities with readily determinable fair values

7,315,666

21,678

7,293,988

—

Net loans and leases

33,280,962

32,440,220

—

32,440,220

Loans held for sale

244,192

—

244,192

—

Accrued interest receivable

196,670

—

26,239

170,431

Mortgage servicing rights

114,594

—

114,594

Investments in limited partnerships

118,710

—

118,710

Other assets

11,539

—

11,539

Liabilities:

Deposits

$ 40,496,201

$ 40,495,193

$ —

$ 40,495,193

$ —

Federal funds purchased and securities sold under agreement to repurchase and other short-term borrowings

23,616

—

Accrued interest payable

110,853

110,850

—

Subordinated and long-term borrowings

10,706

10,570

—

10,570

—

Derivative instruments:

Assets:

Commercial loan interest rate contracts

$ 30,555

$ —

$ 30,555

$ —

Mortgage loan held-for-sale interest rate lock commitments

1,310

—

1,310

Mortgage loan forward sale commitments

816

—

816

—

Foreign exchange contracts

650

—

650

—

Liabilities:

Commercial loan interest rate contracts

$ 45,070

$ —

$ 45,070

$ —

Mortgage loan held-for-sale interest rate lock commitments

—

Futures, forwards and options

3,085

—

Mortgage loan forward sale commitments

—

Foreign exchange contracts

469

—

469

—

Fair Value of Financial Instruments

GAAP requires that the Company disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions that are used by the Company in estimating fair values of financial instruments that are not disclosed above are set forth below.

Cash and Cash Equivalents. The carrying amounts for cash and cash equivalents approximate fair values due to their immediate and shorter-term maturities. Cash and equivalents include cash and amounts due from banks, including interest-bearing deposits with other banks.

Net Loans. Loans are valued on an individual basis, with consideration given to the loans’ underlying characteristics, including account types, remaining terms, annual interest rates or coupons, interest types, accrual basis, timing of principal and interest payments, current market rates, and remaining balances. A discounted cash flow model is used to estimate the fair value of the loans using assumptions for prepayments speeds, projected default probabilities by risk grade, and estimates of prevailing discount rates. The discounted cash flow approach models the projected cash flows, applying various assumptions regarding interest and payment risks for the loans based on the loan types, payment types and fixed or variable interest rate classifications. Estimated fair values are disclosed through the application of the exit price notion. The assumptions used to estimate fair value are intended to approximate those that a market participant would use in an orderly transaction on the measurement date. All of the Company’s loans and leases are classified as Level 3.

Accrued Interest Receivable and Payable. The carrying amounts for accrued interest receivable and accrued interest payable approximate fair values due to their nature and are classified in the Level hierarchy according to their corresponding asset or liability.

Deposits. The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). Fair values for time deposits are estimated using a discounted cash flow calculation that uses recent issuance rates over the prior three months and a market rate analysis of recent offering rates for retail products. For wholesale products, brokered pricing offering rates were used. The Company’s deposits are classified as Level 2.

Borrowings. The carrying amounts for federal funds purchased, repurchase agreements and short-term FHLB borrowings approximate fair value because of their short-term maturity and are classified as Level 1. The fair value of the subordinated debentures and long-term borrowings was estimated using a discounted cash flow calculation that uses recent issuance rates for similar notes offerings for similar sized issuers. Long-term FHLB borrowings and the subordinate notes are classified as Level 2.

Lending Commitments. The Company’s lending commitments are negotiated at prevailing market rates and are relatively short-term in nature. As a matter of policy, the Company generally makes commitments for fixed-rate loans for relatively short periods of time. Therefore, the estimated value of the Company’s lending commitments approximates the carrying amount and is immaterial to the financial statements. The Company’s off-balance sheet commitments, which include letters of credit totaling $440.2 million and $448.9 million at December 31, 2025 and 2024, respectively, are funded at current market rates at the date they are drawn upon. It is management’s opinion that the fair value of these commitments would approximate their carrying value, if drawn upon. See Note 22 for additional information regarding lending commitments.

Limitations. The fair value estimates are determined as of a specific point in time utilizing various assumptions and estimates. The use of assumptions and various valuation techniques, as well as the absence of secondary markets for certain financial instruments, will likely reduce the comparability of fair value disclosures between financial institutions. The fair values for loans involve the use of various assumptions due to illiquidity in the market as of December 31, 2025 and 2024. These assumptions are considered to reflect inputs that market participants would use in transactions involving these instruments as of the measurement date. The tables above only includes financial instruments of the Company, and, accordingly, the total of the fair value amounts does not represent, and should not be construed to represent, the underlying value of the Company.

NOTE 15. SHARE-BASED COMPENSATION

The Company’s Long-Term Equity Incentive Plan (“Incentive Plan”), Cadence Bank Equity Incentive Plan for Non-Employee Directors, 2021 Long-Term Equity Incentive Plan and the Amended and Restated 2015 Omnibus Incentive Plan (the “2015 Plan” assumed from Legacy Cadence) were effective during the years ended December 31, 2024, and 2023, and allowed the Company to grant to employees and directors various forms of share-based incentive compensation. On December 30, 2024, the Cadence Bank 2025 Long-Term Incentive Plan (“the 2025 Plan”) was approved by the Company’s shareholders. The 2025 Plan took effect as of December 30, 2024 and supersedes all four of the incentive plans previously mentioned. At December 31, 2025, 3.3 million shares were available for future grants of share-based compensation under the 2025 Plan.

The Company has primarily granted PSUs, RSUs and RSAs under its equity incentive plans. PSUs entitle the recipient to receive shares of the Company’s common stock upon the achievement of performance goals that are specified in the award over a performance period. The recipient of PSUs is not treated as a shareholder of the Company and is not entitled to vote or receive dividends until the performance conditions stated in the award are satisfied and the shares of stock are issued to the recipient. Dividend equivalents on the shares vested according to the performance conditions are paid upon issuance of the

stock. All PSUs vest over a three-year period and are valued at the fair value of the Company’s stock at the grant date based upon the estimated number of shares expected to vest through the application of a lattice model. RSUs entitle the recipient to receive the shares once they are vested but with no voting rights until the shares are received. RSUs generally vest over four- to five-year periods and are eligible to receive dividend equivalents, which accrue and are paid upon vesting. RSAs entitle the recipient to vote the shares of stock but the recipient does not receive the shares until they are fully vested. RSA grants vest over two- to seven-year periods and are entitled to receive dividends.

The following table summarizes the Company’s total share-based compensation expense and related estimated tax benefit for the periods indicated:

Year Ended December 31,

(In thousands) 2025 2024 2023

Share-based compensation expense

$ 36,846

$ 32,710

$ 39,983

Tax benefit

8,321

8,651

9,198

Performance Stock Units

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

Year Ended December 31,

2025 2024 2023

Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value

Nonvested at beginning of period

1,211,606

$ 25.34

1,967,631

$ 26.17

1,485,603

$ 28.54

Granted during the period

323,431

30.64

323,293

30.26

597,979

20.39

Vested during the period

(775,541)

26.88

(807,684)

28.76

(41,453)

30.55

Forfeited during the period

(49,609)

26.15

(271,634)

27.04

(74,498)

24.51

Nonvested at end of period

709,887

$ 26.01

1,211,606

$ 25.34

1,967,631

$ 26.17

The total fair value of awards vested, at the vesting date fair value, during the years ended December 31, 2025, 2024, and 2023 were $27.4 million, $25.4 million, and $1.0 million, respectively. The Company recorded $10.7 million, $11.9 million, and $13.6 million of compensation expense from continuing operations related to the PSUs in 2025, 2024, and 2023, respectively. At December 31, 2025, there was $10.8 million of unrecognized compensation cost related to PSUs that is expected to be recognized over a weighted average period of 1.84 years.

Restricted Stock Units

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

Year Ended December 31,

2025 2024 2023

Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value

Nonvested at beginning of period

3,063,891

$ 25.61

3,055,824

$ 25.19

2,435,802

$ 28.53

Granted during the period

1,061,811

30.76

1,064,936

28.76

1,386,005

20.46

Vested during the period

(489,677)

22.24

(810,160)

28.12

(528,702)

28.06

Forfeited during the period

(169,040)

27.48

(246,709)

25.83

(237,281)

25.38

Nonvested at end of period

3,466,985

$ 27.57

3,063,891

$ 25.61

3,055,824

$ 25.20

The total fair value of awards vested, at the vesting date fair value, during the years ended December 31, 2025, 2024, and 2023 were $16.1 million, $25.6 million, and $11.1 million, respectively. The Company recorded $23.6 million, $19.9 million, and $23.4 million of compensation expense from continuing operations related to the RSUs in 2025, 2024, and 2023, respectively. These amounts included $1.1 million, $1.0 million, and $1.2 million related to RSUs issued to the Company’s directors during 2025, 2024, and 2023, respectively. At December 31, 2025, there was $47.2 million of unrecognized compensation cost related to RSUs that is expected to be recognized over a weighted average period of 2.62 years.

Restricted Stock Awards

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

Year Ended December 31,

2025 2024 2023

Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value

Nonvested at beginning of period

247,537

$ 28.67

526,868

$ 28.14

1,055,307

$ 29.47

Granted during the period

100,570

41.50

—

Vested during the period

(209,170)

30.36

(248,213)

27.51

(441,765)

31.24

Forfeited during the period

(1,867)

31.48

(31,118)

29.01

(86,674)

28.49

Nonvested at end of period

137,070

$ 35.45

247,537

$ 28.67

526,868

$ 28.15

The total fair value of awards vested, at the vesting date fair value, during the years ended December 31, 2025, 2024, and 2023 were $6.7 million, $7.4 million, and $8.4 million, respectively. The Company recorded $2.5 million, $945 thousand, and $2.4 million of compensation expense from continuing operations related to the RSAs in 2025, 2024, and 2023, respectively. At December 31, 2025, there was $2.3 million of unrecognized compensation cost related to RSAs that is expected to be recognized over a weighted average period of 0.17 years.

The following table presents information regarding the vesting of the Company’s nonvested share-based compensation grants outstanding at December 31, 2025:

Number of Shares

Period Ending PSU RSU RSA

December 31, 2026

320,653

1,517,565

—

December 31, 2027

130,026

929,164

70,023

December 30, 2028

259,208

666,932

33,524

December 31, 2029

—

341,155

33,523

December 31, 2030 and later

—

12,169

—

Total nonvested shares

709,887

3,466,985

137,070

NOTE 16. EARNINGS PER SHARE

Basic and diluted EPS are calculated in accordance with ASC 260, Earnings Per Share. Basic EPS is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed using the weighted-average number of shares determined for the basic EPS computation plus the shares resulting from the assumed exercise of all outstanding share-based awards using the treasury stock method. There were no significant antidilutive equity awards excluded from dilutive shares for the years ended December 31, 2025 and 2024. There were 2.6 million antidilutive equity awards excluded from dilutive shares for the year ended December 31, 2023. The antidilutive equity awards are based on the impact to continuing operations available to common shareholders and dictates whether the dilutive effect is considered for the remaining diluted calculations (diluted earnings per common share from discontinued operations and diluted earnings per share).

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

Year Ended December 31,

(In thousands, except per share amounts) 2025 2024 2023

Income from continuing operations

$ 544,464

$ 523,604

$ 3,684

Income from discontinued operations, net of income taxes

—

538,620

Net income

544,464

114,947,000

523,604

542,304

Less: preferred dividends

11,860

2,372,000

9,488

Net income available to common shareholders

$ 532,604

$ 514,116

$ 532,816

Net income (loss) from continuing operations available to common shareholders

$ 532,604

$ 514,116

$ (5,804)

Weighted average common shares outstanding

185,461

182,682

182,609

Dilutive effect of stock compensation(1)

2,630

2,910

—

Weighted average diluted common shares

188,091

185,592

182,609

Basic earnings (loss) per common share from continuing operations

$ 2.87

$ 2.81

$ (0.03)

Basic earnings per common share from discontinued operations

—

2.95

Basic earnings per common share

2.87

2.81

2.92

Diluted earnings (loss) per common share from continuing operations

$ 2.83

$ 2.77

$ (0.03)

Diluted earnings per common share from discontinued operations

—

2.95

Diluted earnings per common share

2.83

2.77

2.92

NOTE 17. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

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

(In thousands) Unrealized loss on AFS securities, net of hedges Pension and other postretirement benefits Accumulated other comprehensive loss

Balance at December 31, 2022

$ (1,172,472)

$ (50,066)

$ (1,222,538)

Net change

$ 455,723

$ 4,986

$ 460,709

Balance at December 31, 2023

$ (716,749)

$ (45,080)

$ (761,829)

Net change

$ 66,024

$ 1,310

$ 67,334

Balance at December 31, 2024

$ (650,725)

$ (43,770)

$ (694,495)

Net change

$ 258,662

$ 7,511

$ 266,173

Balance at December 31, 2025

$ (392,063)

$ (36,259)

$ (428,322)

NOTE 18. MORTGAGE SERVICING RIGHTS

The MSR, which are recognized as a separate asset on the date the corresponding mortgage loan is sold on a servicing retained basis, is recorded at fair value as determined at each accounting period end and reported in other assets in the consolidated balance sheets. An estimate of the fair value of the Company’s MSR is determined utilizing assumptions such as

mortgage interest rates, discount rates, mortgage loan prepayment speeds, market trends and industry demand. Data and assumptions used in the fair value calculation related to the MSR were as follows:

(Dollars in thousands) December 31, 2025 December 31, 2024 December 31, 2023

Unpaid principal balance

$ 8,433,488

$ 8,043,306

$ 7,702,592

Weighted-average prepayment speed (CPR)

10.0

8.3

8.1

Average discount rate (annual percentage)

9.8

10.1

10.3

Weighted-average coupon interest rate (percentage)

4.5

4.2

3.9

Weighted-average remaining maturity (months)

285.7

Weighted-average servicing fee (basis points)

28.6

28.7

28.6

Because the valuation is determined by using discounted cash flow models, the primary risk inherent in valuing the MSR is the impact of fluctuating interest rates on the estimated life of the servicing revenue stream. The use of different estimates or assumptions could produce different fair values. At December 31, 2025, 2024, and 2023, the Company had an economic hedge in place designed to cover 75.8%, 75.1%, and 73.1% of the MSR IRR, respectively (see Note 21 for additional information). The Company is susceptible to fluctuations in the fair value of its MSR in changing interest rate environments.

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

Year Ended December 31,

(In thousands) 2025 2024 2023

Residential mortgage loans sold with servicing retained

$ 1,230,629

$ 1,093,169

746,144

Pretax gains resulting from above loan sales

19,976

14,991

12,184

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

Year Ended December 31,

(In thousands) 2025 2024 2023

Fair value, beginning of period

$ 114,594

$ 106,824

$ 109,744

Originations of servicing assets

13,908

14,011

10,076

Changes in fair value:

Due to change in valuation inputs or assumptions(1)

(7,714)

6,669

(4,158)

Other changes in fair value(2)

(10,464)

(12,910)

(8,838)

Fair value, end of period

$ 110,324

$ 114,594

$ 106,824

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

(2)Primarily reflects changes due to realized cash flows.

All of the changes to the fair value of the MSR and the related economic hedge are recorded as part of mortgage banking revenue in the consolidated statements of income. As part of mortgage banking revenue, the Company recorded contractual servicing fees of $22.6 million, $21.3 million, and $21.8 million, and late and other ancillary fees of $4.4 million, $3.1 million, and $2.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

NOTE 19. CAPITAL AND REGULATORY MATTERS

The Company is subject to various regulatory capital requirements administered by the federal and state banking agencies. Regulatory capital ratios at December 31, 2025 and 2024 were calculated in accordance with the Basel III capital framework as well as the interagency final rule published on September 30, 2020 entitled “Revised Transition of the Current Expected Credit Losses Methodology for Allowances.” Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material adverse effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for

prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings and other factors. Quantitative measures are established by regulation to ensure capital adequacy and require the Company to maintain minimum capital amounts and ratios.

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

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

December 31, 2025 December 31, 2024

(Dollars in thousands) Amount Ratio Amount Ratio

Actual:

Common equity Tier 1 capital (to risk-weighted assets)

$ 4,880,645

11.69 %

$ 4,693,487

12.35 %

Tier 1 capital (to risk-weighted assets)

5,047,638

12.09

4,860,480

12.79

Total capital (to risk-weighted assets)

5,544,931

13.28

5,306,647

13.97

Tier 1 leverage capital (to average assets)

5,047,638

9.70

4,860,480

10.41

Minimum requirement(1):

Common equity Tier 1 capital (to risk-weighted assets)

1,879,054

4.50

1,709,652

4.50

Tier 1 capital (to risk-weighted assets)

2,505,405

6.00

2,279,536

6.00

Total capital (to risk-weighted assets)

3,340,540

8.00

3,039,382

8.00

Tier 1 leverage capital (to average assets)

2,082,246

4.00

1,867,273

4.00

Well capitalized requirement under prompt corrective action provisions:

Common equity Tier 1 capital (to risk-weighted assets)

2,714,189

6.50

2,469,498

6.50

Tier 1 capital (to risk-weighted assets)

3,340,540

8.00

3,039,382

8.00

Total capital (to risk-weighted assets)

4,175,675

10.00

3,799,227

10.00

Tier 1 leverage capital (to average assets)

2,602,807

5.00

2,334,092

5.00

(1)The additional capital conservation buffer in effect was 2.5%.

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

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

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

NOTE 20. SEGMENT REPORTING

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

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

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

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

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

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

The Insurance Agencies segment is included in discontinued operations for all periods presented in the consolidated statements of income and consolidated balance sheets, where applicable. The Insurance Agencies segment provided service as agents in the sale of commercial lines of insurance and full lines of property and casualty, life, health, and employee benefit products and services. See Note 3 for additional information about discontinued operations.

Results of operations and selected financial information by operating segment for periods indicated are presented in the following tables. The tables show total noninterest income segregated between contracts with customers within the scope of ASC 606, Revenue from Contracts with Customers, and those within the scope of other GAAP Topics. Additionally, with the adoption of ASU 2023-07 in 2024, the tables show significant segment expenses within total noninterest expense used by the CODM to assess the performance of each segment.

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

Results of Operations

Year Ended December 31, 2025

Net interest revenue

$ 453,244

$ 1,103,099

$ 122,231

$ 42,873

$ (129,505)

$ 1,591,942

Provision (release) for credit losses

70,000

43,213

16,257

2,859

(21,329)

111,000

Net interest revenue after provision (release) for credit losses

383,244

1,059,886

105,974

40,014

(108,176)

1,480,942

Noninterest revenue

In Scope of Topic 606

Trust and asset management income

642

—

51,489

(3,069)

49,106

Investment advisory fees

—

36,597

(275)

36,322

Other brokerage fees

—

6,825

—

6,847

Deposit service charges

15,482

58,119

—

930

(538)

73,993

Credit card, debit card and merchant fees

8,551

—

43,592

52,147

Total noninterest revenue (in-scope of Topic 606)

16,128

66,736

—

95,841

39,710

218,415

Total noninterest revenue (out-of-scope of Topic 606)

51,494

73,356

30,923

7,079

(2,733)

160,119

Total noninterest revenue

67,622

140,092

30,923

102,920

36,977

378,534

Noninterest expense

Salaries and employee benefits

91,740

255,075

24,182

53,922

243,746

668,665

Occupancy and equipment

1,263

80,778

1,535

1,058

35,760

120,394

Data processing and software

4,295

3,194

5,066

5,007

110,048

127,610

Allocated overhead expenses

83,314

302,105

27,483

16,886

(429,788)

—

Other segment items(1)

34,183

43,596

17,664

18,518

133,140

247,101

Total noninterest expense

214,795

684,748

75,930

95,391

92,906

1,163,770

Income (loss) from continuing operations before income taxes

236,071

515,230

60,967

47,543

(164,105)

695,706

Income tax expense (benefit)

55,477

121,079

14,327

11,123

(50,764)

151,242

Income (loss) from continuing operations

$ 180,594

$ 394,151

$ 46,640

$ 36,420

$ (113,341)

$ 544,464

Selected Financial Information

Total assets at end of period

$ 12,238,344

$ 19,429,296

$ 6,908,925

$ 1,223,002

$ 13,729,477

$ 53,529,044

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

Results of Operations

Year Ended December 31, 2024

Net interest revenue

$ 458,411

$ 1,101,546

$ 96,039

$ 41,157

$ (260,938)

$ 1,436,215

Provision (release) for credit losses

35,928

10,580

12,058

(2,136)

14,570

71,000

Net interest revenue after provision (release) for credit losses

422,483

1,090,966

83,981

43,293

(275,508)

1,365,215

Noninterest revenue

In Scope of Topic 606

Trust and asset management income

1,587

—

49,826

(2,930)

48,507

Investment advisory fees

—

33,852

(192)

33,660

Other brokerage fees

—

6,251

—

6,251

Deposit service charges

14,033

54,693

—

4,047

724

73,497

Credit card, debit card and merchant fees

259

37,268

—

12,711

50,245

Total noninterest revenue (in-scope of Topic 606)

15,879

91,985

—

93,983

10,313

212,160

Total noninterest revenue (out-of-scope of Topic 606)

41,078

39,349

22,037

9,777

32,109

144,350

Total noninterest revenue

56,957

131,334

22,037

103,760

42,422

356,510

Noninterest expense

Salaries and employee benefits

84,589

232,446

23,932

54,029

214,311

609,307

Occupancy and equipment

4,256

72,939

4,285

3,249

29,446

114,175

Data processing and software

4,306

2,811

4,176

5,399

105,192

121,884

Allocated overhead expenses

98,168

250,727

30,523

15,774

(395,192)

—

Other segment items(1)

32,489

47,126

13,399

19,201

87,947

200,162

Total noninterest expense

223,808

606,049

76,315

97,652

41,704

1,045,528

Income (loss) from continuing operations before income taxes

255,632

616,251

29,703

49,401

(274,790)

676,197

Income tax expense (benefit)

60,073

144,819

6,980

11,525

(70,804)

152,593

Income (loss) from continuing operations

$ 195,559

$ 471,432

$ 22,723

$ 37,876

$ (203,986)

$ 523,604

Selected Financial Information

Total assets at end of period

$ 11,701,718

$ 17,422,937

$ 5,825,080

$ 1,104,128

$ 10,965,327

$ 47,019,190

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

Results of Operations

Year Ended December 31, 2023

Net interest revenue

$ 493,091

$ 1,276,606

$ 82,549

$ 47,482

$ (548,372)

$ 1,351,356

Provision (release) for credit losses

63,735

9,949

7,325

719

(1,728)

80,000

Net interest revenue after provision (release) for credit losses

429,356

1,266,657

75,224

46,763

(546,644)

1,271,356

Noninterest revenue

In Scope of Topic 606

Trust and asset management income

282

—

45,077

(2,867)

42,513

Investment advisory fees

—

31,713

(310)

31,403

Other brokerage fees

—

5,397

—

5,397

Deposit service charges

12,993

55,199

—

1,529

(8,003)

61,718

Credit card, debit card and merchant fees

626

37,314

—

11,826

49,784

Total noninterest revenue (in-scope of Topic 606)

13,901

92,534

—

83,734

646

190,815

Total noninterest revenue (out-of-scope of Topic 606)

39,179

16,303

23,023

9,240

(394,903)

(307,158)

Total noninterest revenue

53,080

108,837

23,023

92,974

(394,257)

(116,343)

Noninterest expense

Salaries and employee benefits

87,453

246,474

26,299

53,147

221,349

634,722

Occupancy and equipment

4,313

71,754

4,392

3,307

27,206

110,972

Data processing and software

7,806

8,184

4,339

6,292

93,822

120,443

Allocated overhead expenses

91,190

237,153

27,513

10,950

(366,806)

—

Other segment items(1)

32,586

42,223

15,252

18,969

180,756

289,786

Total noninterest expense

223,348

605,788

77,795

92,665

156,327

1,155,923

Income (loss) from continuing operations before income taxes

259,088

769,706

20,452

47,072

(1,097,228)

(910)

Income tax expense (benefit)

60,886

180,881

4,806

11,041

(262,208)

(4,594)

Income (loss) from continuing operations

$ 198,202

$ 588,825

$ 15,646

$ 36,031

$ (835,020)

$ 3,684

Selected Financial Information

Total assets at end of period

$ 11,580,613

$ 17,106,224

$ 5,032,139

$ 1,116,347

$ 14,099,187

$ 48,934,510

(1) Other segment items for each reportable segment includes:

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

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

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

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

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

NOTE 21. DERIVATIVE INSTRUMENTS

The Company primarily uses derivatives to manage exposure to market risk, including IRR, credit risk and foreign currency risk, and to assist customers with their risk management objectives. During 2025, management designated certain derivatives as hedging instruments in a qualifying fair value hedge relationship using the portfolio layer method to modify the repricing characteristics of certain portions of the Company’s AFS securities portfolio. The Company’s other derivative instruments consist of economic hedges for which the Company has elected not to apply hedge accounting and derivatives held for customer accommodation, or other purposes. Based on adherence to the Company’s credit standards and the presence of the netting, collateral or settlement provisions, the Company believes that the credit risk inherent in these contracts was not material as of December 31, 2025.

The fair value of outstanding derivative positions is included in other assets and other liabilities in the accompanying consolidated balance sheets and in the net change in each of these financial statement line items in the operating section of the accompanying consolidated statements of cash flows. For derivatives not designated as hedging instruments or determined to be

an ineffective hedge under applicable accounting guidance, gains and losses due to changes in fair value are included in noninterest income in the consolidated statements of income and in the operating section of the consolidated statements of cash flows. For derivatives designated as fair value hedging instruments, the entire change in the fair value related to the derivative instrument, as well as the change in fair value of the hedged item, are recognized as a component of interest income. At December 31, 2024, there were no derivatives designated under hedge accounting. The notional amounts and estimated fair values for the periods indicated were as follows:

December 31, 2025 December 31, 2024

Fair Value Fair Value

(Dollars in thousands) Notional Amount Other Assets Other Liabilities Weighted Average Maturity (years) Notional Amount Other Assets Other Liabilities Weighted Average Maturity (years)

Derivatives designated as fair value hedges:

Interest rate swap contracts

$ 5,550,000

$ 256

$ 149

4.1

$ —

—

Derivatives not designated as hedges:

Commercial loan interest rate contracts

4,722,269

27,677

36,127

4.3

3,781,868

30,555

45,070

4.2

Mortgage loan held-for-sale interest rate lock commitments

152,257

2,225

0.1

151,231

1,310

0.1

Futures, forwards and options (used to hedge MSR, see Note 18)

294,000

318

0.1

230,000

—

3,085

0.2

Mortgage loan forward sale commitments

210,930

546

0.1

179,000

816

0.1

Foreign exchange contracts

44,123

505

434

0.2

55,542

650

469

0.5

Total derivatives

$ 10,973,579

$ 31,014

$ 37,304

$ 4,397,641

$ 33,331

$ 48,673

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

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

In the fourth quarter of 2025, the Company executed interest rate swap contracts totaling $5.6 billion in notional value, designating the contracts as fair value hedges to hedge changes in the fair value of the Company’s AFS securities portfolio attributable to fluctuations in the SOFR OIS swap rate. These swaps were also designated in accordance with the portfolio layer method. At December 31, 2025, the fair value of these interest rate swap contracts recorded in other assets and other liabilities on the consolidated balance sheets totaled $0.3 million and $0.1 million, respectively. The fair value of these interest rate swaps are net of variation margin payments cleared through central clearing houses characterized as settlements. These variation margin settlements totaled $16.6 million at December 31, 2025.

The following table presents the amounts recorded in the consolidated balance sheet related to the cumulative basis adjustments for fair value hedges as of December 31, 2025. There were no such adjustments as of December 31, 2024.

Amortized Cost of Hedged Assets (1)

Cumulative Amount of Fair Value Hedging Adjustments in the Carrying Amount of the Hedged Assets

(Dollars in thousands)

Available for Sale Securities

$ 7,670,058

$ (16,659)

(1) Excludes fair value hedging adjustments.

For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings as fair values change. Adjustments to interest income were recorded for changes in fair value of interest rate contracts hedging AFS securities, changes in fair value of hedged AFS securities, and terminated hedges reclassified from AOCI. The net amounts resulted in an increase to interest income of $0.3 million for the year ended December 31, 2025. There were no such adjustments recorded for the years ended December 31, 2024 or 2023.

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

For the Year Ended December 31, 2025

(Dollars in thousands)

Amounts related to interest settlements

$ 507

Recognized on derivatives

16,667

Recognized on hedged items

(16,885)

Net income recognized (1)

$ 289

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

In the third quarter of 2025, interest rate swaps accounted for under fair value hedging designations with notional amounts totaling $553 million were terminated, resulting in net losses totaling $4.3 million recorded in other noninterest revenue in the consolidated statements of income for the year ended December 31, 2025. There were no interest rate swap contracts designated as a fair value hedge in 2024 or 2023.

The Company is party to collateral support agreements with certain derivative counterparties. Such agreements require that the Company maintain collateral based on the fair values of derivative transactions. In the event of default by the Company, the counterparty would be entitled to the collateral. At December 31, 2025, and December 31, 2024, the Company was required to post $206.9 million and $60.9 million, respectively, in cash or qualifying securities as collateral for its derivative transactions, and these amounts were included in interest bearing deposits with other banks for the periods indicated. In addition, the Company had recorded the obligation to return cash collateral provided by counterparties of $1.5 million and $23.1 million at December 31, 2025 and December 31, 2024, respectively, within deposits on the Company’s consolidated balance sheet. Certain financial instruments, such as derivatives, may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements or similar agreements. The Company’s derivative transactions with upstream financial institution counterparties are generally executed under International Swaps and Derivative Association master agreements which include “right of set-off” provisions. In such cases, there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset such financial instruments for financial reporting purposes.

The Company enters into certain interest rate contracts on commercial loans, which include swaps, floors, caps and collars that are not designated as hedging instruments. These derivative contracts relate to transactions in which the Company enters into an interest rate contract with a loan customer while at the same time entering into an offsetting interest rate contract with another financial institution. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. At the same time, the Company agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The interest rate swap, floor, cap and collar transactions allow the Company to manage its IRR. Because the Company acts as an intermediary for its customers,

changes in the fair value of the underlying derivative contracts generally offset and do not significantly impact the Company’s consolidated statements of income. The Company is exposed to credit loss in the event of nonperformance by the parties to the interest rate contracts. However, the Company does not anticipate nonperformance by the counterparties. At December 31, 2025 and December 31, 2024, the estimated fair value recorded in other assets on the consolidated balance sheets totaled $27.7 million and $30.6 million, respectively. The corresponding fair value recorded in other liabilities in the accompanying consolidated balance sheets totaled $36.1 million and $45.1 million at December 31, 2025 and December 31, 2024.

The Company has both bought and sold credit protection in the form of participations on interest rate swaps (swap participations). These swap participations, which meet the definition of credit derivatives, were entered into in the ordinary course of business to serve the credit needs of customers. Swap participations, whereby the Company has purchased credit protection, entitle the Company to receive a payment from the counterparty if the customer fails to make payment on any amounts due to the Company upon early termination of the swap transaction. For contracts where the Company sold credit protection, the Company would be required to make payment to the counterparty if the customer fails to make payment on any amounts due to the counterparty upon early termination of the swap transaction. Swap participation agreements where the Company is the beneficiary had notional values totaling $208.5 million and $205.1 million at December 31, 2025 and December 31, 2024, respectively. Swap participation agreements where the Company is the guarantor had notional values totaling $442.1 million and $443.0 million at December 31, 2025 and December 31, 2024, respectively.

The Company enters into interest rate lock commitments with customers in connection with residential mortgage loan applications for loans the Company intends to sell. Additionally, the Company enters into mortgage loan forward sales commitments of MBS with investors to mitigate the effect of IRR inherent in providing interest rate lock commitments to customers. Both the interest rate lock commitments and mortgage loan forward sales commitments are considered derivatives under current accounting guidance and are required to be recorded at fair value. The fair value of these derivatives is recorded on the consolidated balance sheets in other assets and other liabilities. The change in fair value of these instruments is recorded within mortgage banking revenue in the consolidated statements of income. For the years ended December 31, 2025, 2024, and 2023, mortgage loans held for sale interest rate lock commitments and mortgage loan forward sales commitment gains totaled $1.5 million, $0.9 million, and $1.5 million, respectively.

The Company has an economic hedge in place on its MSR and uses various instruments (including but not limited to Treasury options, SOFR and TBA futures and forwards) to mitigate the IRR associated with the MSR. These hedging instruments are reported at fair value, with adjustments included as part of mortgage banking revenue in the consolidated statements of income. The market value adjustment on MSR hedge totaled net gains of $4.1 million for the year ended December 31, 2025 compared to net losses of $9.9 million and $1.8 million for the years ended December 31, 2024 and 2023, respectively. See Note 18 for additional information.

The Company enters into certain foreign currency exchange contracts on behalf of its clients to facilitate their risk management strategies, while at the same time entering into offsetting foreign currency exchange contracts with another counterparty in order to minimize the Company’s foreign currency exchange risk. The contracts are short term in nature, and any gain or loss incurred at settlement is recorded as other noninterest income. The fair value of these contracts is reported in other assets and other liabilities. Foreign exchange contract net gains totaled $4.4 million, $3.9 million, and $5.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

NOTE 22. COMMITMENTS AND CONTINGENT LIABILITIES

Mortgage Loans Serviced for Others

The Company services mortgage loans for other financial institutions that are not included as assets in the Company’s accompanying consolidated financial statements. Included in the $8.4 billion and $8.0 billion of mortgage loans serviced for investors at December 31, 2025 and December 31, 2024, respectively, was $0.5 million and $0.6 million, respectively, of primary recourse servicing pursuant to which the Company is responsible for any losses incurred in the event of nonperformance by the mortgagor. The Company's exposure to credit loss in the event of such nonperformance is the unpaid principal balance at the time of default. This exposure is limited by the underlying collateral, which consists of single family residences and either federal or private mortgage insurance.

Lending Commitments

The consolidated financial statements do not reflect various commitments and contingent liabilities which arise in the ordinary course of business in the banking industry and involve elements of credit risk, IRR, and liquidity risk. Such financial instruments are recorded when they are funded. At December 31, 2025 and December 31, 2024, these included $440.2 million

and $448.9 million, respectively, in letters of credit and $9.4 billion and $8.6 billion, respectively, in unfunded extensions of credit such as interim mortgage financing, construction credit, credit card, and revolving line of credit arrangements.

Commitments to extend credit and letters of credit include some exposure to credit loss in the event of nonperformance of the customer. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. In addition, the Company has entered into certain contingent commitments to grant loans. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. The credit policies and procedures for such commitments are the same as those used for lending activities. Because these instruments have fixed maturity dates and because a number expire without being drawn upon, they generally do not present any significant liquidity risk. The Company did not realize significant credit losses from these commitments and arrangements during the years ended December 31, 2025, 2024, and 2023.

Other Commitments

The Company makes investments in limited partnerships, including certain affordable housing partnerships for which it receives tax credits. At December 31, 2025 and December 31, 2024, unfunded capital commitments totaled $357.2 million and $277.4 million, respectively. See Note 24 for more information.

Litigation

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

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

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

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

Although the final outcome of any legal proceedings is inherently uncertain, based on the information available, advice of counsel and available insurance coverage, if applicable, management believes that the litigation-related liability of $0.5 million accrued at December 31, 2025 is adequate. In January 2026, as a result of events which occurred in January in several on-going legal proceedings, the Company increased its legal reserves for litigation-related liabilities to approximately $56

million as of January 31, 2026. Management believes, based on the information available, advice of counsel and available insurance coverage, if applicable, that any incremental change in potential liability arising from the Company’s legal proceedings and threatened claims, including the matters described herein and those otherwise arising in the ordinary course of business, will not have a material adverse effect on the Company’s business or consolidated results of operations or financial condition. It is possible, however, that future developments could result in an unfavorable outcome for or resolution of any one or more of the legal proceedings in which the Company or its subsidiaries are defendants, which may be material to the Company’s business or consolidated results of operations or financial condition for a particular fiscal period or periods.

NOTE 23. OTHER NONINTEREST INCOME AND EXPENSE

The following table details other noninterest income for the periods indicated:

Year Ended December 31,

(In thousands) 2025 2024 2023

Credit related fees

$ 29,058

$ 27,352

$ 26,830

Bank-owned life insurance

23,741

17,716

16,294

SBA income

16,204

12,083

9,839

Other miscellaneous income

54,654

66,354

48,938

Total other noninterest income

$ 123,657

$ 123,505

$ 101,901

The following table details other noninterest expense for the periods indicated:

Year Ended December 31,

(In thousands) 2025 2024 2023

Advertising and public relations

$ 24,786

$ 22,112

$ 28,162

Foreclosed property expense

4,221

1,891

2,488

Telecommunications

5,809

5,857

5,775

Travel and entertainment

12,790

10,015

11,004

Professional, consulting, and outsourcing

15,686

16,124

19,892

Legal

19,907

12,279

20,093

Postage and shipping

8,606

7,128

8,443

Other miscellaneous expense

70,757

68,932

85,299

Total other noninterest expense

$ 162,562

$ 144,338

$ 181,156

NOTE 24. VARIABLE INTEREST ENTITIES AND OTHER INVESTMENTS

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

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

At December 31, 2025 and December 31, 2024, the Company’s assets of the consolidated VIE that can be used only to settle obligations of the consolidated VIE totaled $4.0 million and $5.4 million, respectively.

The Company is invested in several tax credit projects solely as a limited partner. At December 31, 2025 and December 31, 2024, the Company’s maximum exposure to loss associated with these limited partnerships was limited to its investment. Most of the investments are in affordable housing projects. The partnerships have qualified to receive annual affordable housing federal tax credits that are recognized as a reduction of current tax expense. The Company accounts for these investments and the related tax credits using either the effective yield method or the proportional amortization method, depending upon the date of the investment. Under the effective yield method, the Company recognizes the tax credits as they are allocated and amortizes the initial costs of the investments to provide a constant effective yield over the period the tax credits are allocated. Under the proportional amortization method, the Company amortizes the cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense. The Company also has, to a lesser degree, investments in NMTC and historic tax credit projects. The Company has elected to account for the NMTC not subject to consolidation and HTC using the flow-through method, which reduces federal income taxes in the year in which the credit arises. At December 31, 2025 and December 31, 2024, the Company recorded total tax credit investments in other assets on its consolidated balance sheets of $484.5 million and $387.3 million, respectively.

The Company adopted the provisions of ASU 2023-02 as of January 1, 2024 and determined each investments’ eligibility for proportional amortization. For certain NMTC and HTC investments that do not qualify for the proportional amortization method under ASU 2023-02, amortization related to these investments are recorded in other noninterest income in the Company’s consolidated statements of income. The Company recorded amortization of $1.3 million and $1.1 million for the years ended December 31, 2025 and 2024, respectively. The cash flow activity related to these investments are presented in the net income (loss) line in the operating activities section of the consolidated statements of cash flows.

For the investments that qualify for proportional amortization under ASU 2023-02, the Company recognized income tax credits and other income tax benefits for the year ended December 31, 2025 of $49.2 million and $7.1 million, respectively. The total income tax benefits of $56.3 million are partially offset by $44.5 million of investment amortization recognized for the year ended December 31, 2025, for a net income tax benefit of $11.8 million. For the year ended December 31, 2024, the Company recognized income tax credits and other income tax benefits of $37.7 million and $4.6 million, respectively. The total income tax benefits of $42.3 million are partially offset by $33.4 million of investment amortization recognized for the year ended December 31, 2024, for a net income tax benefit of $8.9 million.

The cash flows related to the total income tax benefits are presented in the consolidated statements of cash flows. The net income tax benefit of $11.8 million for the year ended December 31, 2025 was included in the net income line within operating activities. Investment amortization of $44.5 million for the year ended December 31, 2025, was included in the depreciation and amortization line item, which was an adjustment to reconcile net income to cash provided by (used for) operating activities. The income tax credits and other income tax benefits of $56.3 million for the year ended December 31, 2025 was included in the net change to other assets or liabilities line item, which was also an adjustment to reconcile net income to cash provided by (used for) operating activities.

Additionally, the Company has investments in other certain limited partnerships accounted for under the fair value practical expedient of NAV totaling $122.7 million and $118.7 million at December 31, 2025 and December 31, 2024, respectively. Related to assets recorded at fair value through net income, the Company recognized net gains of $12.9 million and $11.9 million for the years ended December 31, 2025 and 2024 respectively. These investments are made primarily through various SBIC funds as a strategy to provide expansion and growth opportunities to small businesses and community development funds to help serve the credit needs of the low- and moderate-income and underserved communities within our footprint. Of the total fair value of these limited partnerships, $23.0 million and $15.8 million are related to real-estate funds at December 31, 2025 and December 31, 2024, respectively. The remaining $99.7 million and $102.9 million are related to SBIC funds that concentrate in a variety of industries at December 31, 2025 and December 31, 2024, respectively. At December 31, 2025, unfunded commitments related to these investments were $15.2 million and $126.1 million related to the real-estate funds and other SBIC funds, respectively. SBIC funds are generally structured to operate for approximately 10 years. During the life of each SBIC fund, partners can request to withdraw from the fund, and subsequently receive the balance of their investment as the underlying assets are liquidated over the remaining life of the fund. As of December 31, 2025, the Company sold approximately $23.1 million of funds, which included 12 full funds and one partial fund. The company recognized an $0.8 million loss on the sale. The Company has no current plans to withdraw from any of its SBIC funds in the future.

For other limited partnerships without readily determinable fair values that do not qualify for the practical expedient, Cadence elected the measurement alternative to account for these investments at their cost minus impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. These investments totaled $1.2 million and $2.6 million at December 31, 2025 and December 31, 2024, respectively.

Other limited partnerships accounted for under the equity method totaled $37.2 million and $8.7 million at December 31, 2025 and December 31, 2024, respectively.

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

(In thousands) December 31, 2025 December 31, 2024

Tax credit investments (amortized cost)

$ 484,505

$ 387,339

Limited partnerships accounted for under the fair value practical expedient of NAV

122,712

118,710

Limited partnerships without readily determinable fair values that do not qualify for the practical expedient of NAV accounted for under the cost method

1,160

2,586

Limited partnerships required to be accounted for under the equity method

37,151

8,664

Total investments in limited partnerships

$ 645,528

$ 517,299

For equity investments carried at cost using the measurement alternative, during the year ended and as of December 31, 2025, the write-downs for impairment totaled $50 thousand. During the year ended and as of December 31, 2024, the write-downs for impairment totaled $119 thousand. The carrying amount of these equity investments in limited partnerships measured under this measurement alternative for the specified periods are as follows:

Year Ended December 31,

(In thousands) 2025 2024

Carrying value at the beginning of the year

$ 2,586

$ 2,417

Impairments

(50)

(119)

Reclassifications

165

272

Distributions

(498)

(1,007)

Contributions

704

1,023

Dispositions

(1,747)

$ —

Carrying value at the end of the year

$ 1,160

$ 2,586

NOTE 25 SUBSEQUENT EVENTS

Effective February 1, 2026, Huntington Bancshares Incorporated (“Huntington”) completed its previously announced acquisition of the Company, pursuant to the Agreement and Plan of Merger, dated as of October 26, 2025 (the “Merger Agreement”), by and among Huntington, The Huntington National Bank, a national bank and wholly owned subsidiary of Huntington (“Huntington National Bank”), and the Company. Under the terms of the Merger Agreement, Huntington issued 2.475 shares of Huntington common stock for each outstanding share of Company common stock in a 100% stock transaction.

Pursuant to the Merger Agreement, the Company merged with and into Huntington National Bank, with Huntington National Bank continuing as the surviving bank (the “Merger”). Upon completion of the Merger, the separate existence of Cadence ceased. The combined company has approximately $279 billion in assets, $221 billion in deposits and $187 billion in loans based on December 31, 2025 balances. Cadence's 390 branches across Texas and the South bolstered Huntington's branch network to nearly 1,400 locations across 21 states – from the Midwest to the South to Texas.

See Note 22 for additional information regarding the Company’s adjustment to its legal reserves for litigation-related liabilities subsequent to December 31, 2025.

EX-99.2

Filename: ex992proformashbancade.htm · Sequence: 4

Document

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information and notes thereto have been prepared in accordance with Article 11 of Regulation S-X in order to give effect to the merger and related transaction accounting adjustments (pro forma adjustments) described in the accompanying notes.

On February 1, 2026, Huntington Bancshares Incorporation (“Huntington”) completed the acquisition of Cadence Bank (“Cadence”) pursuant to an Agreement and Plan of Merger dated October 26, 2025 (the “Merger Agreement”) between The Huntington National Bank (“Huntington Bank”), Huntington’s wholly owned subsidiary bank, and Cadence, a regional bank headquartered in Houston, Texas and Tupelo, Mississippi, whereby Cadence merged with and into Huntington Bank, with Huntington Bank as the surviving bank. Under the terms of the Merger Agreement, Huntington issued 2.475 shares for each outstanding share of Cadence in a 100% stock transaction. Holders of Cadence common stock received cash in lieu of fractional shares. In addition, each outstanding share of 5.50% Series A Non-Cumulative Perpetual Preferred Stock of Cadence (“Cadence preferred stock”) was converted into the right to receive 1/1000 of a share of a newly created series of preferred stock of Huntington having terms that are not materially less favorable than the Cadence preferred stock.

The accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the historical consolidated balance sheets of Huntington and Cadence, giving effect to the merger as if it had been completed on December 31, 2025. The accompanying unaudited pro forma condensed combined income statement for the year ended December 31, 2025 combine the historical consolidated income statements of Huntington and Cadence, giving effect to the merger as if it had been completed on January 1, 2025.

The historical consolidated financial statements of Huntington and Cadence have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to the pro forma events that are necessary to account for the merger in accordance with U.S. GAAP. The unaudited pro forma adjustments are based on information and certain assumptions that Huntington believes are reasonable. The following unaudited pro forma condensed combined financial information does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies. Certain reclassifications have also been made to align Cadence’s historical financial statement presentation to Huntington’s.

The following unaudited pro forma condensed combined financial information and related accompanying notes should be read in conjunction with (i) the separate historical audited consolidated financial statements of Huntington as of and for the year ended December 31, 2025, and the related notes, included in Huntington’s Annual Report on Form 10-K for the period ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on February 13, 2026, and (ii) the separate historical audited consolidated financial statements of Cadence as of and for the year ended December 31, 2025, and the related notes, included as Exhibit 99.1.

The unaudited pro forma condensed combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future.

The merger is being accounted for as a business combination using the acquisition method, with Huntington as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Under this method of accounting, the aggregate purchase consideration will be allocated to Cadence’s assets acquired and liabilities assumed based upon their estimated fair values at the date of completion of the merger. The process of valuing the net assets of Cadence immediately prior to the merger, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the estimated fair value of the purchase consideration and the estimated fair value of the assets acquired and liabilities assumed will be recorded as goodwill.

The unaudited pro forma condensed combined financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, severance and retention expenses, asset dispositions, and share repurchases, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly from the actual purchase price allocation that will be recorded upon finalization of estimated fair values of the assets and liabilities acquired.

As of the date of this unaudited pro forma condensed combined financial information, Huntington is in the process of completing its initial valuation analysis and calculations necessary to arrive at the required estimates of the fair market value of the Cadence assets to be acquired or liabilities to be assumed. Accordingly, certain assets and liabilities of Cadence should be treated as preliminary values. Final adjustments may differ from the amounts reflected in the unaudited pro forma condensed combined financial information, and the differences may be material.

Further, Huntington is also in the process of identifying all adjustments necessary to conform Cadence’s accounting policies to Huntington’s accounting policies. As more information becomes available, Huntington will perform a more detailed review of Cadence’s accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined company’s financial information.

As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information.

Fair value estimates related to the assets and liabilities from Cadence are subject to adjustment for up to one year after the closing date of the acquisition as additional information becomes available. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact the combined company’s statement of income. The final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2025

Transaction Accounting Adjustments Pro forma

Historical Historical Reclassifications Pro forma Condensed

(dollars in millions) Huntington Cadence Note 2 Adjustments Note 4 Combined

Assets

Cash and due from banks $ 1,783 $ 779 $ — $ (103) A $ 2,459

Interest-earning deposits with banks and Federal funds sold

12,295 1,436 — — 13,731

Trading account securities 63 — — — 63

Available-for-sale securities 26,132 9,117 — — 35,249

Held- to-maturity securities 15,258 — — — 15,258

Other securities 994 — 267 (15)

1,246

Loans held for sale 1,415 267 — — 1,682

Loans and Leases 149,642 37,246 — (552)

186,336

Allowance for loan and lease losses (2,537) (495) — (72)

(3,104)

Net loans and leases 147,105 36,751 — (624) 183,232

Bank-owned life insurance 2,902 770 — — 3,672

Accrued income and other receivables 2,621 — 299 — 2,920

Premises and equipment 1,321 847 (242) 85

2,011

Goodwill 5,997 1,514 — 1,968

9,479

Servicing rights and other intangible assets 752 142 120 742

1,756

Other assets 6,468 1,906 (444) (4)

7,926

Total Assets $ 225,106 $ 53,529 $ — $ 2,049 $ 280,684

Liabilities and Shareholders' Equity

Liabilities

Deposits:

Demand deposits - noninterest-bearing $ 32,205 $ 9,430 $ — $ — $ 41,635

Interest-bearing 144,405 34,709 — 14

179,128

Total deposits 176,610 44,139 — 14 220,763

Short-term borrowings 1,261 1,250 — 3

2,514

Long-term debt 17,221 941 — 4

18,166

Other liabilities 5,635 955 — 16

6,606

Total Liabilities 200,727 47,285 — 37 248,049

Shareholders’ Equity

Preferred stock 2,731 167 — (17)

2,881

Common stock 16 466 — (462)

Capital surplus 17,244 2,815 — 5,366

25,425

Less treasury shares, at cost (92) — — — (92)

Accumulated other comprehensive income (loss) (1,908) (428) — 428

(1,908)

Retained earnings 6,351 3,224 — (3,303)

6,272

Total Shareholders’ Equity 24,342 6,244 — 2,012 32,598

Non-controlling interest 37 — — — 37

Total Equity 24,379 6,244 — 2,012 32,635

Total Liabilities and Equity $ 225,106 $ 53,529 $ — $ 2,049 $ 280,684

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT

For the Year Ended December 31, 2025

Transaction Accounting Adjustments Pro forma

Historical Historical Reclassifications Pro forma Condensed

(dollars in millions, except per share data) Huntington Cadence Note 2 Adjustments Note 5 Combined

Interest and fee income:

Loans and leases $ 8,092 $ 2,258 $ — $ 102 A $ 10,452

Investment securities 1,625 303 — — 1,928

Other 593 65 10 — 668

Total interest income 10,310 2,626 10 102 13,048

Interest expense:

Deposits 3,282 952 — (14) B 4,220

Short-term borrowings 50 44 — (3)

Long-term debt 987 38 — (4)

1,021

Total interest expense 4,319 1,034 — (21) 5,332

Net interest income 5,991 1,592 10 123 7,716

Provision for credit losses 463 111 — — 574

Net interest income after provision for credit losses 5,528 1,481 10 123 7,142

Noninterest income:

Payments and cash management revenue 664 52 — — 716

Wealth and asset management revenue 409 98 — — 507

Customer deposit and loan fees 390 74 40 — 504

Capital markets and advisory fees 346 — 2 — 348

Mortgage banking income 141 26 — — 167

Leasing revenue 66 — — — 66

Insurance income 81 — — — 81

Net gains (losses) on sales of securities (58) 4 — — (54)

Other noninterest income 136 125 (52) — 209

Total noninterest income 2,175 379 (10) — 2,544

Noninterest expense:

Personnel costs 2,995 669 (9) 38

3,693

Outside data processing and other services 772 128 (41) — 859

Equipment 268 120 (33) — 355

Net occupancy 232 — 81 3

316

Marketing 127 — 19 — 146

Deposit and other insurance expense 65 34 9 — 108

Professional services 155 — 54 65

274

Amortization of intangibles 46 23 — 132

201

Lease financing equipment depreciation 13 — — — 13

Merger-related expenses — 28 (28) — —

Other noninterest expense 342 162 (52) — 452

Total noninterest expense 5,015 1,164 — 238 6,417

Income before income taxes 2,688 696 — (115) 3,269

Provision for income taxes 459 151 — (27)

583

Income after income taxes 2,229 545 — (88) 2,686

Income attributable to non-controlling interest 18 — — — 18

Net income 2,211 545 — (88) 2,668

Dividends on preferred shares 124 12 — — 136

Net income applicable to common shares $ 2,087 $ 533 $ — $ (88) $ 2,532

Basic earnings per common share

$ 1.41 $ 2.87 $ 1.31

Diluted earnings per common share $ 1.39 $ 2.83 $ 1.28

Weighted average common shares (in thousands) 1,478,945 185,461 273,555

1,937,961

Diluted average common shares (in thousands) 1,504,836 188,091 277,434

1,970,361

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information and related notes were prepared in accordance with Article 11 of Regulation S-X. As discussed in Note 2, certain reclassifications were made to align Cadence’s historical financial statement presentation with that of Huntington’s. The accounting policies of Cadence are in the process of being reviewed in detail. Upon completion of such review, additional conforming adjustments or financial statement reclassification may be necessary.

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting, in accordance with ASC 805, with Huntington as the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on historical financial statements. Under ASC 805, assets acquired and liabilities assumed in a business combination are generally recognized and measured at their fair values as of the acquisition date, while transaction costs associated with the business combination are expensed as incurred. The excess of purchase consideration over the estimated fair value assets acquired and liabilities assumed, if any, is allocated to goodwill.

The allocation of the aggregate purchase consideration depends upon certain estimates and assumptions, all of which are preliminary. As of the date of this unaudited pro forma condensed combined financial information, Huntington is in the process of completing its initial valuation analysis and calculations necessary to arrive at the required estimates of the fair market value of the Cadence assets to be acquired or liabilities to be assumed. Accordingly, the value of certain Cadence assets and liabilities should be treated as preliminary. The allocation of the aggregate purchase consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. The final determination of the fair values of the Cadence assets acquired and liabilities assumed could differ materially from the preliminary aggregate purchase consideration allocation.

The accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the historical consolidated balance sheets of Huntington and Cadence, giving effect to the merger as if it had been completed on December 31, 2025. The unaudited pro forma condensed combined income statement for the year ended December 31, 2025 combine the historical consolidated income statements of Huntington and Cadence, giving effect to the merger as if it had been completed on January 1, 2025.

The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies, operating efficiencies, or cost savings that may result from the merger, nor any acquisition and integration costs that may be incurred. The pro forma adjustments represent management’s best estimates and are based upon currently available information and certain assumptions that Huntington believes are reasonable under the circumstances.

Note 2. Reclassification Adjustments

During the preparation of the unaudited pro forma condensed combined financial information, Huntington management performed a preliminary analysis of Cadence’s financial information to identify differences in accounting policies and differences in balance sheet and income statement presentation as compared to the presentation of Huntington. At the time of preparing the unaudited pro forma condensed combined financial information, Huntington had not identified all adjustments necessary to conform Cadence’s accounting policies to Huntington’s accounting policies. Huntington had also not identified all adjustments necessary to conform Cadence’s financial statement presentation with that of Huntington’s. The adjustments represent Huntington’s best estimates based upon the information currently available to Huntington and could be materially different from the amounts set forth in the unaudited pro forma condensed combined financial information once more detailed information is available.

Note 3. Preliminary Purchase Price Allocation

Estimated preliminary purchase consideration

The merger provided for Cadence common shareholders to receive 2.475 shares of Huntington common stock (the “Exchange Ratio”) for each share of Cadence common stock held immediately prior to closing of the merger. The value of the purchase price consideration paid by Huntington in shares of common stock upon the consummation of the merger was determined based on the closing price of Huntington common stock and the number of issued and outstanding shares of Cadence common stock as of the closing date.

The following table summarizes the determination of the preliminary estimated purchase price consideration based on the price per share of Huntington common stock as of January 30, 2026, the last trading date prior to the closing date.

(dollars in millions, except per share data, shares in thousands) January 30, 2026

Shares of Cadence (a) 186,484

Exchange ratio 2.475

Huntington shares to be issued 461,548

Price per share of Huntington common stock (b) $ 17.48

Fair value of common stock issued

$ 8,068

Fair value of converted equity based awards

117

Fair value of preferred stock issued

150

Fair value of preliminary purchase price consideration

$ 8,335

a.As of January 30, 2026.

b.Based on the closing price of Huntington common stock on January 30, 2026.

Preliminary purchase consideration allocation

The preliminary allocation of the purchase price to the assets acquired and liabilities assumed was based upon preliminary estimates of fair value. The final determination of the estimated fair values, the assets’ useful lives, and the amortization methods are dependent upon certain valuations and other analyses that are in the process of being completed. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. The unaudited pro forma adjustments are based upon available information and certain assumptions that Huntington believes are reasonable under the circumstances. The purchase price adjustments relating to the unaudited pro forma condensed combined financial information are preliminary and subject to change as additional information becomes available and as additional analyses are performed.

The following table summarizes the allocation of the preliminary purchase consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of Cadence as if the merger had been completed on December 31, 2025, with the excess recorded to goodwill.

(dollars in millions)

Cadence Net Assets at Fair Value

Assets acquired:

Cash and due from banks and interest-bearing deposits with banks

$ 2,215

Investment and other securities 9,369

Loans held for sale 267

Net loans and leases

36,127

Core deposit and other intangible assets 884

Other assets 3,313

Total assets acquired 52,175

Liabilities and equity assumed:

Deposits 44,153

Short-term borrowings 1,253

Long-term debt 945

Other liabilities 971

Total liabilities assumed 47,322

Preliminary fair value of net assets acquired 4,853

Preliminary goodwill 3,482

Preliminary purchase price consideration

$ 8,335

Note 4. Pro Forma Adjustments to the Unaudited Condensed Combined Balance Sheets

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined balance sheet as of December 31, 2025. All adjustments are based on preliminary assumptions and valuations, which are subject to change as further analysis is performed and additional information becomes available.

All taxable adjustments were calculated using a blended 23.4% statutory tax rate, to arrive at deferred tax asset or liability adjustments. The total effective tax rate of the combined company following the merger could be significantly different depending on the post-acquisition geographical mix of income and other factors. Because the tax rate used for the unaudited pro forma condensed combined financial information is an estimate, the actual rate in periods following the completion of the merger could differ by a material amount.

A.Adjustment to cash and cash equivalents to recognize estimated costs directly attributable to the merger, including legal and advisory fees and change in control costs associated with the transaction.

B.Write-down of equity investment to estimated fair value.

C.Adjustment to loans and leases to reflect estimated fair value adjustments, which include lifetime credit loss expectations for loans and leases, current interest rates, and liquidity. The adjustment includes the following:

(dollars in millions) December 31, 2025

Estimate of lifetime credit losses on acquired loans and leases $ (567)

Estimate of fair value related to current interest rates and liquidity (581)

Reversal of Cadence net discounts on previously acquired loans and deferred origination costs and fees on loans

Net fair value pro forma adjustments (1,119)

Gross up of loans and leases for credit mark (1)

567

Cumulative pro forma adjustments to loans and leases $ (552)

(1) Reflects Huntington’s adoption of Accounting Standards Update 2025-08 as of October 1, 2025, whereby non-PCD loans acquired in a business combination are deemed purchased seasoned loans with an allowance for credit loss established for the initial estimate of expected credit losses as of the acquisition date and recorded through a gross-up adjustment to the loans’ amortized cost basis similar to the accounting treatment for purchased credit deteriorated (“PCD”) loans and leases.

D.Adjustment to the allowance for loan and lease losses includes the following:

(dollars in millions) December 31, 2025

Reversal of historical Cadence allowance for loan and lease losses $ 495

Estimate of lifetime credit losses for PCD loans and leases (322)

Estimate of lifetime credit losses for non-PCD loans and leases (245)

Net change in allowance for loan and lease losses $ (72)

E.Adjustment to property and equipment to reflect the estimated fair value of acquired premises and equipment.

F.Eliminate historical Cadence goodwill of $1.5 billion at the closing date and record estimated goodwill associated with the merger of $3.5 billion.

G.Eliminate historical Cadence core deposit and other intangible assets of $142 million and record an estimated core deposit intangible asset of $855 million related to the merger. Also includes a $29 million adjustment to reflect Cadence mortgage servicing rights asset at estimated fair value.

H.Adjustment to deferred taxes associated with the estimated pro forma transaction accounting adjustments. Also includes a $19 million adjustment to recognize leases at estimated fair value and $12 million of write-downs of other Cadence assets.

I.Adjustment to deposits to reflect the estimated fair value of interest-bearing time deposits.

J.Adjustments to short-term borrowings and long-term debt to reflect the estimated fair value of Cadence short-term and long-term FHLB advances outstanding.

K.Adjustments to other liabilities to record $11 million allowance for unfunded commitments and recognize other reserves and liabilities at estimated fair value.

L.Adjustments to shareholders’ equity consisting of the following:

(dollars in millions)

Preferred Stock

Common Stock

Capital Surplus

Accumulated Other Comprehensive Income (Loss)

Retained Earnings

Elimination of Cadence historical equity balances

$ (167) $ (466) $ (2,815) $ 428 $ (3,224)

Issuance of shares of Huntington common stock and conversion of equity awards

4 8,181

Issuance of shares of Huntington preferred stock

150

Merger-related transaction fees and expenses, net of tax

(79)

Net equity-related pro forma transaction accounting adjustments

$ (17) $ (462) $ 5,366 $ 428 $ (3,303)

Note 5. Pro Forma Adjustments to the Unaudited Condensed Combined Income Statements

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined income statements for the year ended December 31, 2025 to give effect as if the merger had been completed on January 1, 2025. All adjustments are based on preliminary assumptions and valuations, which are subject to change as further analysis is performed and additional information becomes available.

A. Net adjustments to interest income of $102 million for the year ended December 31, 2025 to eliminate Cadence accretion of discounts on previously acquired loans and leases and recognize the estimated accretion of the net discount on acquired loans and leases. Pro forma accretion is being recognized over a weighted average period of approximately 5 years for commercial loans and 8 years for consumer loans.

B. Net adjustment to reduce interest expense on deposits of $14 million for the year ended December 31, 2025 to eliminate Cadence amortization of the deposit discount and recognize the estimated amortization of the deposit premium on acquired interest-bearing deposits. Pro forma amortization is based on use of straight-line methodology over an estimated life of one year.

C. Net adjustment to reduce interest expense on borrowings for the year ended December 31, 2025 associated with recognizing the estimated amortization of the premium on acquired borrowings. Pro forma amortization is based on use of straight-line methodology over an estimated life of one year.

D. Adjustment to reflect estimated transaction costs of $103 million directly attributable to the merger, including change in control costs included in personnel costs and legal and advisory fees included in professional services.

E. Adjustment to occupancy expense of $3 million for the year ended December 31, 2025 to reflect an increase of depreciation expense associated with recognizing acquired property at estimated fair value and using straight-line methodology over an average life of the depreciable assets of approximately 30 years.

F. Net adjustments to intangible amortization of $132 million for the year ended December 31, 2025 to eliminate Cadence historical amortization on core deposit and other intangible assets and record estimated amortization of acquired core deposit intangible assets related to the merger. Core deposit intangibles will be amortized using the sum-of-the-years-digits method over 10 years.

Estimated Fair Value

Estimated Useful Life (years)

Amortization Expense

Year ended

(dollars in millions) December 31, 2025

Core deposit intangible $ 855 10 $ 155

Cadence historical amortization expense

(23)

Pro forma net adjustment to amortization expense

$ 132

Estimated amortization for the next five years:

2026 $ 140

2027 124

2028 109

2029 93

2030 78

G. Adjustment to income tax expense to record the income tax effects of pro forma adjustments at the estimated combined statutory federal and state rate at 23.4%. The total effective tax rate of the combined company following the merger could be significantly different depending on the post-acquisition geographical mix of income and other factors. Because the tax rate used for the unaudited pro forma condensed combined financial information is an estimate, the actual rate in periods following the completion of the merger could differ by a material amount.

H. Adjustments to weighted-average shares of Huntington common stock outstanding to eliminate weighted-average shares of Cadence common stock outstanding and record shares of Huntington common stock outstanding, calculated using an exchange ratio of 2.475 per share for all shares.

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