Management’s Discussion and Analysis
CET1
Common Equity Tier 1
NASDAQ
National Association of Securities Dealers Automated Quotations
CFPB
Consumer Financial Protection Bureau
NBAZ
National Bank of Arizona, a division of Zions Bancorporation, National Association
CIRCIA
Cyber Incident Reporting for Critical Infrastructure Act
NDFI
Nondepository Financial Institution
CISA
Cybersecurity and Infrastructure Agency
NIM
Net Interest Margin
CISO
Chief Information Security Officer
Not Meaningful
CLTV
Combined Loan-to-Value Ratio
NSB
Nevada State Bank, a division of Zions Bancorporation, National Association
CMC
Capital Management Committee
OCC
Office of the Comptroller of the Currency
CODM
Chief Operating Decision Maker
OCI
Other Comprehensive Income
COSO
Committee of Sponsoring Organizations of the Treadway Commission
OREO
Other Real Estate Owned
CRA
Community Reinvestment Act
PCAOB
Public Company Accounting Oversight Board
CRE
Commercial Real Estate
PCD
Purchase Credit Deteriorated
CSA
Credit Support Annex
PEI
Private Equity Investment
CSV
Cash Surrender Value
PPNR
Pre-provision Net Revenue
CVA
Credit Valuation Adjustment
ROC
Risk Oversight Committee
DTA
Deferred Tax Asset
ROU
Right-of-Use
DTL
Deferred Tax Liability
RSU
Restricted Stock Unit
EaR
Earnings at Risk
RULC
Reserve for Unfunded Lending Commitments
EPS
Earnings per Share
Standard and Poor’s
ERM
Enterprise Risk Management
SBA
U.S. Small Business Administration
ERMC
Enterprise Risk Management Committee
SBIC
Small Business Investment Company
ETO
Enterprise and Technology Operations
SEC
Securities and Exchange Commission
EVE
Economic Value of Equity
SOFR
Secured Overnight Financing Rate
FAMC
Federal Agricultural Mortgage Corporation, or “Farmer Mac”
TCBW
The Commerce Bank of Washington, a division of Zions Bancorporation, National Association
FDIC
Federal Deposit Insurance Corporation
United States
FDICIA
Federal Deposit Insurance Corporation Improvement Act
Vectra
Vectra Bank Colorado, a division of Zions Bancorporation, National Association
FHLB
Federal Home Loan Bank
VIE
Variable Interest Entity
FICO
Fair Isaac Corporation
Zions Bank
Zions Bank, a division of Zions Bancorporation, National Association
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
PART I
FORWARD-LOOKING INFORMATION
This annual report contains “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current expectations and assumptions regarding future events and outcomes. However, they are inherently subject to known and unknown risks, uncertainties, and other factors that could cause actual results, performances, achievements, industry developments, or regulatory outcomes to differ materially from those expressed or implied. Forward-looking statements may include, among others:
• Statements concerning the beliefs, plans, objectives, goals, targets, commitments, designs, guidelines, expectations, anticipations, and future financial condition, operating results, and performance of Zions Bancorporation, National Association, and its subsidiaries (collectively “Zions Bancorporation, N.A.,” “the Bank,” “we,” “our,” “us”); and
• Statements preceded or followed by, or that include, terminology such as “may,” “might,” “can,” “continue,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “forecast,” “expect,” “intend,” “target,” “commit,” “design,” “plan,” “project,” “will,” or similar words and expressions, including their negative forms.
Forward-looking statements are not guarantees and should not be relied upon as representing management’s views as of any subsequent date. Actual results and outcomes may differ materially from those presented. Although the following list is not comprehensive, key factors that may cause material differences include:
• The quality and composition of our loan and investment securities portfolios and the quality and composition of our deposits;
• Changes in general industry, political, and economic conditions, including increases in the national debt, elevated or persistent inflation, economic slowdowns or recessions, and other macroeconomic challenges; changes in interest rates or reference rates, which could negatively impact our revenues and expenses, the valuation and performance of our assets and liabilities, and the availability and cost of capital and liquidity;
• Political developments, including government shutdowns and other significant disruptions and changes in the funding, size, scope, and effectiveness of the government and its agencies and services;
• The effects of newly enacted and proposed regulations affecting us and the banking industry, as well as changes and uncertainties in the interpretation, enforcement, and applicability of laws and fiscal, monetary, regulatory, trade, and tax policies;
• Actions taken by governments, agencies, central banks, and similar organizations, including those that result in decreases in revenue, increases in regulatory bank fees, insurance assessments, and capital standards; and other regulatory requirements;
• Evolving trade policies and disputes, such as proposed and implemented tariffs and resulting market volatility and uncertainty, including the effects on supply chains, expenses, and revenues for both us and our customers;
• Judicial, regulatory and administrative inquiries, investigations, examinations or proceedings and the outcomes thereof that create uncertainty for, or are adverse to, us or the banking industry;
• Changes in our credit ratings;
• The growing presence of credit unions, financial technology companies (“fintechs”), and other emerging competitors within the financial services industry, including in the markets in which we operate;
• Our ability to innovate and address competitive pressures and other factors that may affect aspects of our business, such as pricing, the relevance of and demand for our products and services, and our ability to recruit and retain talent;
• The potential for both positive and disruptive impacts of emerging technologies, including stablecoins and other digital currencies, tokenized deposits, blockchain, artificial intelligence (“AI”), quantum computing, and related innovations affecting both us and the banking industry;
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• Our ability to complete projects and initiatives and execute our strategic plans, manage our risks, control compensation and other expenses, and achieve our business objectives;
• Our ability to develop and maintain technology and information security systems, along with effective controls designed to guard against fraud, cybersecurity, and privacy risks and related incidents, particularly given the accelerating pace at which threat actors are developing and deploying increasingly sophisticated and targeted tactics against the financial services industry;
• The occurrence of fraud, theft, or other forms of misconduct perpetrated by external parties, including customers and business partners, or by our own employees;
• Our ability to provide adequate oversight of our suppliers to help us prevent or mitigate effects upon us and our customers of inadequate performance, systems failures, or cyber and other incidents by, or affecting, third parties upon whom we rely for the delivery of various products and services;
• The effects of wars, geopolitical conflicts, and other local, national, or international disasters, crises, or conflicts that may occur in the future;
• Natural disasters, pandemics, wildfires, catastrophic events, and other emergencies and incidents, and their impact on our operations, our customers’ business, and the communities we serve, including the increasing difficulty and expense of obtaining property, auto, business, and other insurance products;
• Diverging and evolving policy, legal, regulatory, and political developments—combined with differing stakeholder perspectives related to governance, environmental, and social matters—may subject us to potentially conflicting requirements and expectations;
• Securities and capital markets behavior, including volatility and changes in market liquidity and our ability to raise capital;
• The possibility that our recorded goodwill could become impaired, which may have an adverse impact on our earnings and shareholders’ equity;
• The impact of bank closures or adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks;
• Adverse news and other expressions of negative public opinion—whether directed at us, other financial institutions, the banking industry, or the broader market—that may adversely affect our reputation and the industry more broadly; and
• Other assumptions, risks, or uncertainties described in this annual report, including in Part I, Item 1A. Risk Factors, and other Securities and Exchange Commission (“SEC”) filings.
We caution against placing undue reliance on forward-looking statements, as they reflect our views only as of the date they are issued. Except as required by law, we expressly disclaim any obligation to update any factors or publicly announce revisions to forward-looking statements to reflect future events or developments.
ITEM 1. BUSINESS
DESCRIPTION OF BUSINESS
Zions Bancorporation, National Association (“Zions Bancorporation, N.A.,” “the Bank,” “we,” “our,” “us”) is a bank headquartered in Salt Lake City, Utah, with annual net revenue (net interest income and noninterest income) of $3.4 billion in 2025, and total assets of approximately $89 billion at December 31, 2025. We provide a wide range of banking products and related services, primarily in 11 Western states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. At December 31, 2025, we had more than one million customers, served through 407 branches and various online, mobile, and digital channels, and we had 9,195 full-time equivalent employees.
Our operations are organized principally through seven separately managed, geographically defined bank divisions, which we refer to as “affiliates,” or “affiliate banks,” each operating under its own local brand and management team: Zions Bank; California Bank & Trust (“CB&T”); Amegy Bank (“Amegy”); National Bank of Arizona (“NBAZ”); Nevada State Bank (“NSB”); Vectra Bank Colorado (“Vectra”); and The Commerce Bank of
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Washington (“TCBW”), which also operates as The Commerce Bank of Oregon in Oregon. These affiliate banks constitute our primary operating segments.
We emphasize local authority and accountability, including locally informed pricing and product customization, to maximize customer satisfaction, strengthen community relationships, and improve profitability and shareholder returns.
The affiliate banks are supported by an enterprise-level segment—referred to as the “Other” segment— which provides governance and risk oversight, capital allocation, and strategic objectives, and includes centralized technology infrastructure, back-office operations, and certain business lines that are not managed through the affiliate structure. For more information about our segments, see “Operating Segment Results” in Management’s Discussion and Analysis (“MD&A”) on page 45 and Note 22 of the Notes to Consolidated Financial Statements.
PRODUCTS AND SERVICES
We strive to cultivate enduring relationships with our customers by offering competitive products and delivering high-quality service. Establishing and maintaining these relationships is fundamental to understanding and fulfilling our customers’ evolving needs. Our portfolio of products and services—whether provided through digital platforms or traditional channels—include the following:
Commercial and Small Business Banking
We support a broad range of commercial customers, primarily small- and medium-sized businesses. Our suite of products and services includes:
• Commercial, industrial, and owner-occupied lending and leasing, including SBA 7(a) and 504 lending programs
• Municipal and public finance services
• Depository account and cash management services
• Commercial and small business credit cards, along with merchant processing services
• Corporate trust services
• Correspondent banking and international lending services
Capital Markets and Investment Banking
We offer customized financing solutions to help customers raise capital efficiently, execute strategic transactions, and manage exposure to financial markets. Our capital markets offerings include:
• Loan syndication and private credit placement services
• Interest rate and commodities risk management and foreign exchange services
• Fixed income and equity securities underwriting
• Mergers and acquisitions advisory services
• Strategic advisory and capital raising services
• Commercial mortgage-backed securities conduit lending
• Power and project finance solutions
Commercial Real Estate (“CRE”) Lending
We offer financing solutions secured by commercial real estate, serving a broad spectrum of borrowers. Our products include:
• Term and construction/land development financing, including, but not limited to, the following collateral types:
◦ Multifamily, industrial, retail, and office properties
◦ Residential single-family, community development, and affordable housing projects
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Retail Banking
We provide a wide range of quality retail banking products and services, including:
• Residential mortgage lending
• Home equity lines of credit
• Personal lines of credit and installment loans
• Depository account services
• Consumer credit cards
• Personal trust services
Wealth Management
Our wealth management solutions are designed to provide planning-driven strategies, personalized advisory services, and sophisticated asset management capabilities. Services primarily include:
• Investment management
• Fiduciary and estate planning
• Advanced business succession and estate planning solutions
COMPETITION
We operate in a highly competitive environment. Our primary competitors for loans, deposits, and other banking services generally include commercial banks, credit unions, fintechs, and private credit or debt funds. Many of these financial institutions lack a physical presence within our geographic footprint, but actively pursue business through digital channels and other remote means. Credit unions, however, are particularly prominent, active, and competitive within several of our footprint states, including Utah and Idaho, which heightens local competition for customers and deposits.
Additional competition arises from finance companies, mutual fund providers, insurance companies, brokerage firms, securities dealers, investment banks, nondepository financial institutions (“NDFIs”), and other nontraditional financial institutions. Many of these competitors operate under fewer regulatory constraints and possess greater capabilities to develop, deploy, and deliver innovative financial products, services, and technologies. They may also benefit from lower operating costs, tax advantages, and reduced regulatory burdens.
The financial services industry is experiencing rapid technological transformation, marked by the continual introduction of new technology-driven products and services. These innovations include advanced methods for customers to make payments and manage accounts, such as mobile payment solutions, digital wallets, and digital assets.
Our competitive strengths lie in the quality of service we provide, our deep understanding of the local communities we serve, the accessibility of our branch and office network, the breadth of our products and services offerings, and the strength of our customer relationships. We strive to compete effectively in these areas to remain successful.
SUPERVISION AND REGULATION
The banking and financial services industry in which we operate is highly regulated. These regulations are designed to promote the safety, soundness, and stability of financial institutions, while safeguarding the interests of customers, depositors, communities, the Deposit Insurance Fund, and the broader financial system. These regulations are generally not intended to protect shareholders, investors, or non-depositor creditors.
Federal banking laws and regulations grant regulatory agencies broad authority to supervise and influence many aspects of the financial services industry. Furthermore, changes to applicable laws or regulations—along with the manner in which they are interpreted, implemented, or enforced—are inherently unpredictable and could materially impact our operations and financial performance.
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General
We are governed by the National Bank Act and other statutes applicable to national banks, and we are subject to the regulatory oversight of the Office of the Comptroller of the Currency (“OCC”), the Consumer Financial Protection Bureau (“CFPB”), and the Federal Deposit Insurance Corporation (“FDIC”). Additionally, the Bank and certain of our subsidiaries are regulated by various other federal and state agencies, each of which may exercise significant supervisory and examination authority over our operations. For example, the Bank's investment advisory subsidiary, our broker-dealer operations, and certain capital markets activities are subject to regulation by the SEC. Our brokerage subsidiary is further subject to regulation by the Financial Industry Regulatory Authority, and state securities regulators.
The National Bank Act
Our corporate governance is primarily subject to the National Bank Act and related regulations administered by the OCC. As a national bank, we are not directly governed by the Securities Act of 1933 (“Securities Act”) with respect to securities matters; instead, we comply with OCC regulations that establish requirements for securities offerings and related reporting obligations.
Our common stock and certain other securities are registered under the Securities Exchange Act of 1934 (“Exchange Act”), which authorizes the OCC to administer and enforce specific provisions of the Exchange Act applicable to national banks. Notwithstanding this regulatory framework, we voluntarily submit filings required under the Exchange Act to the SEC. The statutory and regulatory frameworks applicable to us as a national bank are comparatively less developed than the corporate and securities law frameworks that govern many other publicly traded companies.
Capital Standards – Basel III Framework
We are subject to regulatory capital standards, including risk-based capital requirements established by the OCC under the Basel III framework. At December 31, 2025, we exceeded all capital adequacy requirements under the Basel III capital framework, which includes specific risk-based capital ratio requirements prescribed by the OCC. The Basel III capital rules define the components of regulatory capital and incorporate factors such as risk weightings that influence capital ratio calculations for banking institutions.
Under the Basel III capital rules, we are required to maintain minimum capital ratios, along with a 2.5% capital conservation buffer intended to absorb losses during periods of economic stress. This buffer is composed entirely of common equity Tier 1 (“CET1”). Financial institutions with CET1 ratios above the minimum but below the buffer threshold are subject to limitations on dividend distributions, equity repurchases, and discretionary compensation. The extent of these restrictions is determined by the size of the shortfall and the institution’s “eligible retained income,” defined as the greater of (1) net income over the preceding four quarters, adjusted for distributions and related tax effects not reflected in net income, or (2) the average net income over the same four-quarter period.
For more information about our capital ratios, see “Capital Management” in MD&A on page 80.
Prompt Corrective Action
The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) requires that each federal banking agency take prompt corrective action to address deficiencies in insured depository institutions, particularly those that fall below established minimum capital ratio thresholds. Under FDICIA, the FDIC has implemented regulations that classify insured depository institutions into five capital categories based on their capital ratios: (1) well capitalized, (2) adequately capitalized, (3) undercapitalized, (4) significantly undercapitalized, and (5) critically undercapitalized.
Under the prompt corrective action provisions of FDICIA, as amended by the Basel III capital framework, an insured depository institution is generally considered well capitalized if it maintains a:
• CET1 capital ratio of at least 6.5%
• Tier 1 risk-based capital ratio of at least 8%
• Total risk-based capital ratio of at least 10%
• Tier 1 leverage ratio of at least 5%.
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Conversely, an insured depository institution is generally deemed undercapitalized if it has a:
• CET1 capital ratio below 4.5%
• Tier 1 risk-based capital ratio below 6%
• Total risk-based capital ratio below 8%
• Tier 1 leverage ratio below 4%.
Institutions classified as well capitalized, adequately capitalized, or undercapitalized, may also be reclassified to a lower capital category if the appropriate federal banking regulator determines—after providing notice and an opportunity for a hearing—that the institution is operating in an unsafe or unsound condition, or engaging in unsafe or unsound practices.
Each successive lower capital classification imposes increasingly more stringent restrictions and prohibitions. These may include limitations on asset growth, interest rates paid on deposits, the acceptance of brokered deposits, and dividend payments. Institutions that fall into any undercapitalized category are required to submit a capital restoration plan to their federal banking regulator.
At December 31, 2025, all of our capital amounts and ratios exceeded the thresholds required to be considered “well-capitalized” under the prompt corrective action framework. The following schedule presents minimum capital ratio requirements, the capital conservation buffer, our capital ratios at December 31, 2025, and the thresholds required to be considered well capitalized:
MINIMUM CAPITAL RATIO AND CAPITAL CONSERVATION BUFFER REQUIREMENTS
December 31, 2025
Minimum capital requirement
Capital conservation buffer
Minimum capital ratio requirement with capital conservation buffer
Current capital
ratio
Minimum requirement to be “well capitalized”
CET1 to risk-weighted assets
Tier 1 risk-based capital
(i.e., CET1 plus additional Tier 1 capital) to risk-weighted assets
Total risk-based capital
(i.e., Tier 1 capital plus Tier 2 capital) to risk-weighted assets
Tier 1 leverage ratio
(i.e., Tier 1 risk-based capital) to average consolidated assets
Regulatory Developments
Basel III Endgame
In July 2023, federal banking regulators issued a proposal to implement the Basel Committee on Banking Supervision’s finalized post-crisis regulatory capital reforms. Commonly referred to as the “Basel III Endgame,” this proposal would significantly revise capital requirements for large banking organizations, defined as those with total assets of $100 billion or more. At December 31, 2025, we had $89.0 billion in total assets and do not yet meet the definition of a large banking organization. The Federal Reserve has indicated its intention to collaborate with other federal banking regulators on a revised proposal in 2026. The timing, substance, and potential impact of any re-proposal remain uncertain.
Long-term Debt
In August 2023, federal banking regulators issued a proposal to expand the long-term debt requirement to include all banks with total assets of $100 billion or more. Under the proposed rule, these banks would be required to maintain an outstanding amount of eligible long-term debt equal to the greatest of: (1) 6% of total risk-weighted assets, (2) 2.5% of total leverage exposure, or (3) 3.5% of average total assets. If our total assets were to reach
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$100 billion or more, we would have a three-year implementation period to issue the necessary debt and comply with other requirements. The timing and structure of any final rule implementing these requirements remain uncertain.
Heightened Standards
In December 2025, the OCC proposed raising the asset threshold at which its “Heightened Standards” for safety and soundness apply—from $50 billion to $700 billion in total consolidated assets. If adopted as proposed, the Bank would no longer be subject to the Heightened Standards, including the prescriptive requirements governing covered banks’ risk governance frameworks and related activities.
Capital Planning and Stress Testing
We utilize stress testing as an important tool for informing decisions regarding the appropriate level of capital to maintain under adverse economic conditions. These tests are based on hypothetical scenarios that reflect a severity comparable to those published by the Federal Reserve Board (“FRB”). Our most recent internal stress test incorporated assumptions including:
• Rising unemployment rates
• Declining CRE values
• Higher losses on consumer loans driven by falling residential property prices
• Increased credit losses on commercial loans due to deteriorating asset values and reduced economic activity
• Additional disruptions across economic, financial, and social domains.
The results of this stress test demonstrated that, under these hypothetical conditions, we would continue to maintain capital ratios above the regulatory minimum requirements and the capital conservation buffer throughout a nine-quarter stress horizon.
Liquidity
We utilize internal liquidity stress testing as a key mechanism for establishing and managing liquidity guidelines. These guidelines address the composition of investment securities and other liquid assets, the availability of contingency funding, the concentration of funding sources, and the maturity structure of liabilities.
At December 31, 2025, our available liquidity sources exceeded the level of uninsured deposits, without requiring the sale of any investment securities. We continue to actively manage our deposit portfolio and associated funding costs in response to changes in the interest rate environment. For more information about our liquidity profile, see “Liquidity Risk Management” in MD&A on page 75.
Financial Privacy and Cybersecurity
Federal legislation and regulatory frameworks have established comprehensive requirements governing the use and protection of consumer information by banks and other financial institutions. The Gramm-Leach-Bliley Act and related regulations, among other provisions, restrict the disclosure of nonpublic personal information to unaffiliated third parties, require financial institutions to provide clear privacy notices to consumers and, in certain cases, offer consumers certain rights to opt out of specific disclosures. Additionally, these regulations require the implementation of a comprehensive cybersecurity program incorporating administrative, technical, and physical safeguards to ensure the security and confidentiality of customer records and information.
We are also subject to United States (“U.S.”) federal regulations issued by federal banking regulators that require, among other things, banking organizations to notify their primary regulator as soon as possible, and no later than 36 hours, after identifying a “computer-security incident” that has materially disrupted or degraded—or is reasonably likely to materially disrupt or degrade—operations in a manner that could jeopardize the organization's viability, prevent customers from accessing deposit and other accounts, result in a material loss of revenue, profit or franchise value, or pose a threat to the stability of the U.S. financial sector. In addition, federal banking regulators, the SEC,
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and related self-regulatory organizations regularly issue guidance intended to strengthen cybersecurity risk management across financial institutions.
Under the Fair Credit Reporting Act, consumers have the right to restrict the sharing of certain information—such as credit report details and financial data collected through applications—among affiliated companies when such information is used to determine eligibility for financial products or services. Additionally, U.S. federal and state laws and regulations allow consumers to direct financial institutions not to share information regarding their transactions and experiences with affiliates or non-affiliates for marketing or non-marketing purposes. We, along with our nonbanking subsidiaries, are also subject to rules and regulations issued by the Federal Trade Commission that prohibit unfair or deceptive acts and practices, including those related to privacy and cybersecurity.
In recent years, both federal and state regulators have increased efforts to implement and enforce privacy and cybersecurity standards and regulations. For example, the Cyber Incident Reporting for Critical Infrastructure Act (“CIRCIA”), will—once rulemaking is finalized—require certain companies to report significant cyber incidents to the Cybersecurity and Infrastructure Agency (“CISA”) within 72 hours of reasonably determining that an incident has occurred, and within 24 hours of making any ransom payment resulting from a ransomware attack. On April 4, 2024, the CISA proposed a rule under the CIRCIA to clarify the scope of reportable cyber incidents and to define covered entities, expressly including financial services companies that are already required to report cyber incidents to their primary federal regulators. Although CIRCIA initially required CISA to finalize its regulations by October 4, 2025, the deadline has been extended to May 2026.
Concurrently, a growing number of states—including those in which we operate—have enacted or are considering legislation, such as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, which enhances consumer privacy rights, mandates data breach notifications, and requires certain financial institutions to establish robust and prescriptive cybersecurity programs. In addition, laws in all 50 U.S. states require businesses to notify consumers under certain circumstances when personal information has been compromised due to a data breach. Moreover, the U.S. Congress has considered—and is likely to continue considering—additional privacy and cybersecurity legislation that could apply to us if enacted.
The regulatory landscape surrounding privacy and cybersecurity continues to evolve rapidly and remains a key area of focus for lawmakers and financial banking regulators at both the state and federal levels.
Open Banking
In October 2024, the CFPB issued a final rule under Section 1033 of the Dodd-Frank Act, establishing new data access requirements applicable to various entities within the financial services ecosystem—including financial institutions, data aggregators, and third-party providers authorized by consumers to access financial information on their behalf. Among other provisions, the rule requires certain entities, including the Bank, to provide consumers, upon request, with access to information in their possession or control related to consumer financial products or services obtained from the Bank. The current compliance deadline for a bank of our size is April 1, 2027. We are taking steps to achieve compliance by the deadline; however, the rule is currently subject to litigation, which has been stayed while the CFPB considers revisions to or replacement of the final rule.
Resolution and Recovery Planning
The FDIC requires banks with total assets of $100 billion or more that are not affiliates of U.S. global systemically important banking organizations to submit comprehensive resolution plans, including an identified resolution strategy, every three years. Banks with total assets between $50 billion and $100 billion, including us, are required to provide more limited information every three years. Additionally, the FDIC requires that these banks submit interim supplemental information regarding resolution planning during off-cycle years. We completed and submitted our initial informational filing on October 1, 2025.
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Other Regulations and Proposals
We are subject to a wide range of requirements and restrictions under both federal and state laws. These regulatory frameworks and legislative proposals encompass, but are not limited to, the following areas:
• Limitations on Dividends Payable to Shareholders — Our ability to declare and pay dividends on both common and preferred stock is subject to regulatory restrictions. For further details, see Note 15 of the Notes to Consolidated Financial Statements.
• Safety and Soundness Standards — Prescribed in FDICIA, these standards relate to internal controls, information systems, internal audit functions, loan documentation, credit underwriting practices, interest rate risk management, asset growth, executive compensation, and other operational and management standards deemed appropriate by federal banking regulators.
• Safety and Soundness Enforcement — In October 2025, the FDIC and OCC issued a proposed rule that would define the term “unsafe or unsound practice” for purposes of their enforcement authority under the Federal Deposit Insurance Act. The proposed definition focuses on whether a practice is likely to materially harm—or has already materially harmed—the financial condition of an institution.
• Approval of Acquisitions and Restrictions on Other Activities — The National Bank Act requires regulatory and shareholder approval for mergers involving national and state banks. The Act prohibits direct mergers between national banks and unaffiliated nonbank entities. Additional laws and regulations governing national banks impose similar requirements on acquisitions and permissible activities. See further discussion in “Risk Factors.”
• Limits on Interchange Fees — Under the Dodd-Frank Act, interchange fees for electronic debit transactions must be reasonable and proportionate to transaction processing costs. In October 2023, the Federal Reserve proposed amendments to Regulation II that would reduce the maximum allowable debit interchange fee by nearly 30% and implement a biennial review of the fee cap without public comment. This proposal is currently subject to litigation, which may impact its implementation. If enacted as proposed, the revised regulation could reduce our annual fee income by approximately $10 million or more.
• Limitations on Loans — Regulations impose restrictions on the aggregate dollar amount of loans that may be extended to a single borrower and its affiliates.
• Limitations on Transactions with Affiliates — Federal laws limit the nature and extent of transactions between banks and their affiliates to mitigate conflicts of interest and ensure financial stability.
• Limitations on Investments and Securities Activities — Restrictions apply to the types and amounts of permissible investments; banks may also face limitations on underwriting certain securities, including common equity.
• Branch Operations — Opening and closing branch locations is subject to regulatory approval and procedural requirements.
• Consumer Protection Laws — A number of federal and state consumer protection laws—including fair lending and truth in lending laws—provide equitable access to credit and safeguard consumers in financial transactions. As a bank with total assets exceeding $10 billion, we are subject to examination and primary enforcement authority with respect to consumer financial laws by the CFPB, which holds broad rulemaking, supervisory, and enforcement authority. These regulations often impact revenue and shareholder returns.
• Community Reinvestment Act (“CRA”) — The CRA requires banks to help meet the credit needs of the communities they serve, especially low- and moderate-income individuals. Noncompliance may result in supervisory consequences, including the denial of applications to establish or relocate branches, add subsidiaries or affiliates, or pursue mergers and acquisitions. In October 2023, federal banking regulators implemented substantial revisions to the CRA evaluation framework, making compliance more challenging. However, in July 2025, the regulators issued a joint notice of proposed rulemaking to rescind the October 2023 final rule and revert to the prior CRA framework. The earlier framework currently remains in effect due to a preliminary injunction that stayed implementation of the October 2023 rule.
• Compensation Requirements — Regulations govern the structure, timing, and documentation of incentive compensation for executives and other key personnel. These include requirements related to deferral, risk-balancing, governance, and clawback provisions—such as those under the SEC’s pay versus performance
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disclosure rules. Deficiencies in compensation practices may influence supervisory ratings and affect our ability to pursue acquisitions or other strategic activities and may result in regulatory enforcement actions.
• Anti-Money Laundering (“AML”) Regulations — We are subject to the Bank Secrecy Act (“BSA”), Title III of the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”), and other federal laws aimed at preventing money laundering, terrorist financing, and other illicit activities. These laws require financial institutions to maintain robust policies, procedures, and controls to detect and report suspicious activity. Regulatory agencies possess broad enforcement authority, including the ability to impose significant civil and criminal penalties, restitution orders, and cease-and-desist directives under AML, BSA, and Office of Foreign Assets Control regulations.
• Tax laws — We are subject to U.S. federal, state, and applicable local tax laws governing our operations.
We are subject to the Sarbanes-Oxley Act of 2002, certain provisions of the Dodd-Frank Act, and other applicable federal and state laws and regulations. These frameworks govern critical aspects of corporate operations, including corporate governance, auditing and accounting practices, internal controls over financial reporting, and the timely and comprehensive disclosure of material corporate information.
We actively monitor emerging developments in sustainability standards, including federal and state regulations, as well as evolving expectations from our stakeholders. We strive to enhance our operations through the integration of sustainable practices that we believe deliver long-term value for our investors, customers, employees, and the communities we serve. Examples of these initiatives include:
• Development of a Leadership in Energy and Environmental Design (“LEED”) Platinum-certified technology campus and other LEED-certified facilities
• Implementation of water conservation systems
• Adoption of remote deposit capture and electronic forms and signatures
• Financing renewable energy and energy efficiency projects
• Subsidizing employee use of public transportation
Compliance with laws and regulations such as California's Climate Corporate Data Accountability Act (SB 253)—which requires public reporting of direct and indirect greenhouse gas emissions—is expected to continue increasing operational costs and may present challenges due to potential conflicts with other state and federal requirements or restrictions on business activities in certain jurisdictions.
Corporate Governance
Our Board of Directors (“Board”) provides oversight of management’s implementation of a comprehensive corporate governance and risk management framework. This framework is supported by a robust set of policies, guidelines, and committee charters designed to promote ethical conduct, accountability, and effective oversight. Key components include:
• Corporate Governance Guidelines
• Code of Business Conduct and Ethics for Employees
• Code of Ethics for Directors
• Risk Management Framework
• Related Party Transactions Policy
• Incentive Compensation Recoupment and Clawback Policies
• Stock Ownership and Retention Guidelines
• Insider Trading Policy
• Charters for the Audit, Risk Oversight, Compensation, and Nominating and Corporate Governance Committees
Additional information regarding our corporate governance practices is available on our website at www.zionsbancorporation.com. The website is not incorporated by reference into this Form 10-K.
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HUMAN CAPITAL MANAGEMENT
We are committed to providing our employees with opportunities for growth, development, and leadership, while recognizing and rewarding their contributions to our collective success. Our ongoing efforts to strengthen our brand presence in the markets we serve are designed to attract and retain a high-performing workforce, which is an essential driver of our long-term success and value creation for our investors. The following strategic objectives and initiatives are integral to our human capital management efforts:
Cultivating an environment where everyone is respected and valued
We are committed to fostering a workplace where every individual is respected, valued, and empowered to succeed. Our organization prioritizes employee growth, development, and leadership potential, providing opportunities that are based on merit, qualifications, and abilities. We strive to maintain a workplace where everyone is treated with fairness and mutual respect, reinforcing our belief that every individual matters.
Attracting, developing, and retaining talent for long-term success
We are focused on attracting, developing, and retaining highly qualified individuals who reflect the diverse markets we serve. To achieve this, we prioritize three areas: (1) recruiting top talent, (2) fostering career growth and professional development, and (3) proactively building a pipeline for future leadership opportunities. As part of this strategy, we continuously evaluate emerging skill requirements to help keep our workforce equipped to meet evolving demands.
Recognizing the competitive nature of today's labor market, we actively monitor key metrics related to recruitment and retention. These insights inform our decisions on compensation and work arrangements, helping us remain responsive to the workforce environment and well-positioned for long-term success.
Aligned with our strategic objectives, we invest in employee training and development, offering access to a comprehensive suite of tools and resources designed to enhance capabilities. Our enterprise-wide learning platform offers more than 20,000 programs and resources—including digital courses and structured learning paths—enabling employees to tailor development plans to their individual goals. Our talent development framework emphasizes a balanced approach that integrates education, hands-on experience, and exposure to a broad range of job functions.
Recognizing, engaging, and rewarding our employees
Our comprehensive rewards and recognition programs are designed to acknowledge exceptional performance, strengthen employee retention, and enhance the overall employee experience through meaningful recognition and opportunities for advancement. We provide performance-based incentives to individuals who demonstrate accountability and contribute to the achievement of business objectives while maintaining a strong risk management framework.
ITEM 1A. RISK FACTORS
Our ability to generate revenue and expand our business is inherently linked to the prudent and strategic management of risk. These risks are comprehensively defined within our Risk Management Framework, which serves as the foundation for our enterprise-wide approach to risk oversight.
To promote effective governance, the Board has established several specialized committees: the Audit Committee, the Compensation Committee, and the Risk Oversight Committee (“ROC”). Additionally, the Enterprise Risk Management Committee (“ERMC”), chaired by the Chief Risk Officer and comprised of senior management, is responsible for implementing and maintaining the Risk Management Framework. These committees collectively oversee various risk categories, as defined in our risk taxonomy. These include credit risk, interest rate and market risk, liquidity risk, strategic and business risk, operational risk, technology risk, cybersecurity risk, capital/financial reporting risk, legal/compliance risk (including regulatory risk), and reputational risk.
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In the “Risk Management” section in MD&A on page 56, we describe certain policies, procedures, and internal controls designed to identify, assess, and manage these risks. However, despite these measures, we cannot guarantee that all risks will be effectively prevented or mitigated, nor can we eliminate their potential impact on our operations or financial performance.
Although not comprehensive, the following sections outline the significant risk factors that could affect our business.
CREDIT RISK
Credit quality has negatively impacted our performance in the past and may continue to do so in the future.
Credit risk is one of our most significant risks. Adverse macroeconomic conditions—such as rising or persistently elevated interest rates, heightened market volatility, or a weakening U.S. economy at both the national and local markets in which we operate—could result in, among other things, deterioration in credit quality and reduced credit demand. These developments may adversely impact income generated from our loan and investment portfolios, lead to increased charge-offs, and require higher provisions for credit losses. For example, we recently incurred significant credit losses in connection with revolving lines of credit extended to two related commercial borrowers to finance the origination and purchase of commercial and residential mortgages.
We have a concentration of risk associated with certain counterparties, which may present unique risk characteristics that could adversely impact our financial results.
Exposure to concentrations of risk among counterparties may have an adverse effect on our financial performance. Similar risk profiles across our loan and investment securities portfolios could pose additional credit risk. Additionally, concentrations involving counterparties in derivative or securities financing transactions may heighten this exposure, increasing our vulnerability to adverse developments affecting those entities.
We have a concentration of risk within our loan portfolio, including, but not limited to, loans secured by real estate, oil and gas-related lending, and leveraged and enterprise value lending. These loan types carry unique risk characteristics that could adversely impact our financial results.
We engage in CRE term and construction lending, primarily within our Western U.S. footprint. Certain CRE collateral types—particularly multifamily, industrial, and office properties—currently face elevated vacancy rates, declining property valuations, rent concessions, and increased operating costs. These market dynamics could lead to higher levels of loan delinquencies and defaults.
Additionally, our portfolio includes oil and gas-related lending, as well as leveraged and enterprise value loans across our geographic footprint. These exposures carry distinct risks, including regulatory and societal responses to environmental and climate-related concerns, commodity price volatility, and the potential for significant and sustained declines in collateral values and sector activity. Adverse developments in these portfolios could result in increased credit losses and reduced loan demand, negatively impacting both our financial performance and that of our customers.
Our business performance is highly correlated with local economic conditions in specific geographic regions of the U.S.
We operate through seven separately managed affiliate banks across our Western U.S. footprint. At December 31, 2025, our banking operations in Utah, Idaho, Texas, and California represented 77% of our commercial lending portfolio, 72% of our CRE lending portfolio, and 71% of our consumer lending portfolio.
This geographic concentration results in our financial performance being closely tied to economic conditions within these key markets. Accordingly, any adverse developments—such as economic downturns, climate-related disruptions, or natural disasters—could disproportionately affect these states, leading to higher credit losses and materially impacting our overall business operations and financial results.
For further details regarding our industry-specific lending exposures and credit risk management practices, see “Credit Risk Management” in MD&A on page 56.
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INTEREST RATE AND MARKET RISK
Adverse economic conditions could negatively affect our performance and overall financial condition.
Adverse economic conditions present significant risks to our business, potentially impacting our loan and investment portfolios, capital adequacy, operating results, and overall financial condition. A slowing economy—combined with inflationary pressures, changes in monetary and fiscal policy, fluctuating interest rates, and declining valuations of fixed-rate assets—can amplify these risks.
Additionally, external factors such as tariffs, export controls, sanctions, restrictive immigration policies, elevated unemployment, civil unrest, and other political or trade-related developments affecting domestic and global markets may heighten economic uncertainty. Collectively, these conditions could lead to reduced loan demand, higher credit losses, and lower fee income, among other adverse effects.
Failure to adequately manage interest rate risk could have a material adverse impact on our financial results.
Net interest income represents the largest component of our total revenue, and its performance is subject to a variety of external factors that can significantly influence the interest rate environment. These factors include changes in prevailing market interest rates, competitive pricing pressures for loans and deposits, unfavorable shifts in the composition of deposits and other funding sources, and volatility in interest rates driven by broader economic conditions and policy decisions by governmental and regulatory agencies—particularly the FRB. The FRB’s reduction of the federal funds rate in 2025, for example, introduced additional uncertainty into market expectations and contributed to heightened volatility in asset pricing, funding costs, and customer behavior.
A substantial portion of our balance sheet is sensitive to interest rate fluctuations. Disparities in rate sensitivity between assets and liabilities may result in unanticipated changes in their valuations, as well as related income and expense levels. Customer behavior can also significantly impact asset and liability outcomes; for instance, customers may choose to withdraw deposits or prepay loans, which can materially affect our expected cash flows. This risk has been heightened by technological advancements that enable deposits to be transferred electronically with greater ease and speed.
For more information on our approach to managing interest rate risk and market risk, see “Interest Rate and Market Risk Management” in MD&A on page 72.
LIQUIDITY RISK
Fluctuations in the availability and sources of liquidity and capital could restrict our operational flexibility and constrain future growth opportunities.
Our primary source of liquidity is customer deposits, which can be influenced by market-related forces such as increased competition, the adoption of emerging technologies—including stablecoins and tokenized deposits—and various other external factors. If we are unable to fund assets through customer deposits or access alternative funding sources on favorable terms—or if we encounter rising borrowing costs, increased FDIC insurance assessments, or are unable to manage liquidity effectively—our liquidity position, operating margins, financial condition, and overall financial performance could be materially and adversely affected.
We also rely on our investment securities portfolio as a source of contingent liquidity through cash flows, maturities, and secured borrowing capacity. The portfolio consists of instruments that can be readily pledged or converted to cash and is managed to support our asset‑liability profile by helping to mitigate interest rate mismatches between loans and deposits. Any unexpected changes in portfolio runoff, market valuations, or the availability of secured borrowing markets could adversely affect our liquidity position and the effectiveness of our asset‑liability management strategies.
The Federal Reserve’s monetary policy decisions, along with broader economic conditions, may continue to influence our liquidity position and related risk management strategies. The Federal Home Loan Bank (“FHLB”) system and Federal Reserve remain significant sources of supplementary liquidity and funding. However, access to FHLB advances is subject to specific eligibility requirements and conditions, and such funding may not always be
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available. Furthermore, changes to FHLB or Federal Reserve funding programs could adversely affect our liquidity and the effectiveness of our risk management efforts.
Unfavorable rating actions by credit rating agencies could negatively impact our organization as well as the holders of our securities.
We access capital markets to supplement our funding sources, and our ability to do so is influenced by the credit ratings assigned to us by rating agencies. These ratings are based on various factors, including the Bank's financial strength and external conditions affecting the broader financial services industry. The interest rates applicable to our issued securities are also impacted by these credit ratings. Any downgrade of our ratings or those of our securities could result in higher funding costs and may negatively impact our liquidity position, financial condition, or the market valuation of our securities.
For more information on our approach to managing liquidity risk, including considerations related to rating agency actions, see “Liquidity Risk Management” in MD&A on page 75.
STRATEGIC AND BUSINESS RISK
Challenges experienced by other financial institutions could negatively impact the broader financial markets and, in turn, indirectly have an adverse effect on our operations.
The soundness and stability of many financial institutions are often closely interconnected through various credit, trading, clearing, or other operational relationships. As a result, concerns regarding—or an actual or threatened default by—any single institution could lead to widespread liquidity and credit problems, losses, or defaults across the broader financial system. This phenomenon, commonly referred to as “systemic risk,” may adversely affect financial intermediaries such as clearing agencies, clearing houses, banks, securities firms, and exchanges with which we regularly engage, and may therefore negatively impact our operations.
Events in the financial services industry during 2023 illustrated this dynamic. A number of regional and community banks experienced deposit outflows and heightened liquidity pressures, which in turn contributed to broad market concerns about the financial condition and creditworthiness of other institutions. These developments resulted in—and similar occurrences may again result in—significant and cascading disruptions across financial markets and the deposit environment, increased operating costs, reduced fee income, and increased volatility and downward pressure on the market value of our common stock.
We may face challenges in attracting and retaining qualified personnel or effectively fostering our corporate culture. Additionally, recruiting and compensation costs may increase as a result of evolving workplace dynamics, market conditions, economic factors, and regulatory changes.
Our ability to successfully execute strategic initiatives, deliver high-quality services, and remain competitive may be adversely affected if we are unable to recruit and retain qualified personnel, or if employee compensation and benefits expenses increase significantly. Regulatory guidance and rules issued by banking authorities impose restrictions on the structure and amount of compensation that financial institutions may offer, which can hinder our capacity to attract and retain key personnel. These constraints may place us at a disadvantage relative to competitors—particularly financial technology firms and other entities not subject to the same regulatory limitations—when competing for skilled professionals.
Additionally, broader economic conditions and evolving workforce dynamics, including shifting employee priorities, regulatory expectations, increased geographic mobility, and the adoption of remote work models, may further challenge our talent retention efforts and contribute to increased compensation demands, associated costs, or other operational challenges. Moreover, inflationary pressures have led to increased compensation costs, a trend that is expected to persist and may continue to impact our financial performance. If we experience such adverse effects with respect to our employees, our business, financial condition, and results of operations could be adversely or materially impacted.
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We have undertaken, and continue to implement, significant initiatives to improve operating efficiency and strengthen our internal control environment. The ultimate success, timely completion, and overall impact of these efforts may differ significantly from expectations, and any such deviation could have a material adverse effect on our organization.
We continue to invest in a variety of strategic initiatives designed to enhance our product and service offerings while simplifying business operations. These initiatives include organizational restructuring, efficiency enhancements, and the replacement or upgrading of technology systems. These initiatives, along with other significant changes, remain ongoing and are at varying stages of development. Due to the inherent complexity of such projects, estimates related to timelines, costs, anticipated savings, operational efficiencies, and other potential outcomes are subject to change and may vary significantly. Accordingly, there can be no assurance that the expected benefits or intended results of these initiatives will be realized.
Our ability to effectively develop, adopt, implement, and deliver technological innovations may significantly impact our financial performance and could adversely affect our business.
Our ability to remain competitive increasingly depends on maintaining robust technological capabilities and continuously identifying and developing innovative, value-added products for both current and prospective customers. Competitive pressures in technology arise from traditional banking and nontraditional sources. Larger banks often benefit from greater resources and economies of scale, enabling them to maintain advanced capabilities and accelerate the development or adoption of digital and emerging technologies.
In addition, fintechs and other technology-driven platforms are expanding their presence, offering a wide variety of products and services that challenge traditional banking models. The growing experimentation with and adoption of advanced technologies—such as AI, quantum computing, tokenized deposits, blockchain, stablecoins, and other digital currencies, including the potential issuance, acceptance, and integration of central bank digital currencies—has the potential to fundamentally reshape the financial services landscape. Regulatory developments related to these emerging technologies, including the recent enactment of the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (“GENIUS Act”) and the potential passage of the Digital Asset Market Clarity Act of 2025 (“CLARITY Act”), further underscore this shift. Failure to keep pace with technological advancements could adversely affect our competitive position, diminish customer satisfaction, and reduce the accessibility and relevance of our products and services.
We operate in a highly competitive environment, both in the range of products and services we provide and across the geographic markets in which we conduct business.
Consolidation in our industry—whether through smaller banks merging to create larger, more competitive institutions or through combinations of banks and non-bank entities—may intensify competitive pressures, particularly in affected regions or for specific products. To the extent we expand into new markets, we may encounter competitors with greater experience and established customer relationships, which could adversely impact our ability to compete effectively. Failure to adequately respond to these competitive dynamics could hinder our ability to attract and retain customers across our businesses.
OPERATIONAL RISK
Our operations may experience disruptions as a result of the implementation and impact of new and ongoing projects and initiatives.
We may face significant operational disruptions in connection with the execution of our various strategic projects and initiatives. Potential challenges include extended implementation timelines, budget overruns, loss of key personnel, technological issues, and processing errors. Additionally, disruptions may arise from capacity limitations, service level deficiencies, suboptimal performance, and costs associated with system replacements and upgrades.
Such issues could adversely affect our systems, operational processes, internal controls, procedures, workforce, and customer experience. In the event of a significant disruption, we could be subject to increased regulatory oversight, exposure to civil litigation, and potential financial liabilities or reputational risk. These outcomes could materially affect our control environment, operational efficiency, and overall financial performance.
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We could be adversely affected by failures in our internal controls.
Despite their design and implementation, our internal controls are subject to inherent limitations and may not fully prevent or detect operational failures or misstatements in our financial statements. Such issues may arise from inadequate or failed internal processes and systems, human error or misconduct, or adverse external events. A failure in our internal controls could materially and negatively affect our financial performance and earnings. Moreover, any perceived weakness in our internal controls may undermine stakeholder confidence—including that of customers, regulators, and investors—potentially resulting in reputational harm and adverse impacts on our business operations and stock price.
We could be adversely affected by internal and external fraud schemes.
We continue to face persistent and increasingly sophisticated attempts to defraud the Bank and our customers from a variety of sources. The frequency of these schemes may increase in an adverse economic environment. Our ability to identify and prevent fraud depends on the effectiveness of our systems, processes, and personnel; however, despite the safeguards we have implemented, some fraudulent activities may still go undetected. As a result, we may not be able to detect, prevent, or mitigate all future incidents, which could lead to material financial losses. Furthermore, even in cases where we are not financially responsible for reimbursing customers for fraudulent losses, such incidents can harm our reputation and impair our ability to attract and retain customers.
Climate-related and other catastrophic events may adversely impact our organization, our customers, the broader economy, financial and capital markets, and certain industries.
The occurrence of pandemics, natural disasters, and other climate-related or catastrophic events could materially and adversely affect our operations and financial performance. We maintain substantial operations and serve a significant customer base in regions such as Utah, Texas, California, and other regions—areas which are historically susceptible to natural and other environmental disasters. These include hurricanes, tornadoes, earthquakes, wildfires, floods, mudslides, prolonged droughts, and other weather-related events, many of which may be exacerbated by the effects of climate change and occur with increasing frequency and severity. Events, such as the 2025 wildfires in Southern California, have presented physical risks to our facilities, disrupted local economic activity, and adversely affected our business and customers—particularly through reduced access to insurance and essential services. Additionally, similar events occurring in other parts of the world may also have indirect impact on our operations and customers.
We utilize models to support the Bank’s management and decision-making processes. Inaccurate assumptions or non-representative training data within these models could lead to unreliable outputs or suboptimal decisions, which could adversely affect our operations.
We utilize various models in the management of the Bank, including those used to estimate the allowance for credit losses (“ACL”), manage interest rate and liquidity risk, project stress-related losses across segments of our loan and investment portfolios, and forecast net revenue under adverse conditions. However, models are inherently subject to limitations and cannot precisely predict future outcomes. Weaknesses in model design—such as inaccurate assumptions or reliance on historical data used to “train” or calibrate models that may not reflect current or expected conditions—could lead to inaccurate or misleading outputs. Consequently, decisions based on these models may occasionally be suboptimal. For more information about our deposit models, see “Interest Rate and Market Risk Management” in MD&A on page 72.
We outsource certain operations to third-party providers, which may pose risks that could adversely affect our business and operational performance.
We rely on various external suppliers to perform operational activities that support our business operations. While these partnerships offer strategic and operational advantages, they also present a range of risks. These risks vary based on factors including the nature and volume of data accessed or processed by suppliers, the concentration of services they deliver, their exposure to downstream service providers, and the geographic locations—both domestic and international— from which services are provided. Our internal control and third-party risk management frameworks may not always provide adequate oversight or mitigate all potential exposure. Substandard performance by third-party providers can adversely affect our ability to deliver products and services effectively, disrupt business
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continuity, and negatively impact customer experience. Moreover, replacing or identifying suitable alternatives for underperforming suppliers can be difficult and costly, particularly when swift transitions are required due to unforeseen circumstances.
Additionally, many of our suppliers have experienced operational challenges arising from inflationary pressures, wars and geopolitical conflicts, international trade policies, cyber threats, natural disasters, and other disruptive events. These external factors may, in turn, adversely affect our operations and service delivery.
For additional information about how we manage operational risk, see “Operational, Technology, and Cybersecurity Risk Management” in MD&A on page 78.
TECHNOLOGY RISK
Our operations and customer-facing services may be adversely affected by system vulnerabilities, failures, or outages.
We rely on various information technology systems to support both internal operations and customer-facing services. A vulnerability, failure, or outage affecting any of these systems could affect our ability to execute critical functions and deliver services to customers, such as online banking, mobile banking, remote deposit capture, treasury and payment services, and other services dependent on system processing. These risks are heightened as systems and software approach the end of their useful life or require increasingly frequent updates and modifications. Although we maintain well-established business continuity, disaster recovery, and crisis management protocols, these measures may not be sufficient to fully restore operations in the event of a significant system disruption. As such, we cannot ensure that such incidents will not result in significant operational or customer-facing impacts.
For risks related to technology system enhancements, see “Strategic and Business Risk” in Risk Factors on page 17.
The development and use of AI technologies present risks and challenges that could materially and adversely affect our business, financial condition, and results of operations.
We are in the early stages of integrating AI into certain aspects of our business operations with the objective of enhancing employee productivity and operational efficiency. At present, we have not implemented fully autonomous AI-driven systems in critical decision-making processes or client-facing activities. Instead, we utilize certain AI solutions to support, inform, or augment decision-making and client interactions, with all final actions subject to human oversight and review. We anticipate that AI technologies may become increasingly integrated into our operations over time. Additionally, some vendors or third-party service providers may incorporate AI within their products, services, or processes, which could indirectly impact our business.
AI models present unique risks, including the potential for “hallucinations”—instances where the system produces outputs that appear credible but are factually incorrect or misleading. Such errors may lead to inaccurate information being used in decision-making or communicated externally. AI models may also reflect biases inherent in their training data, which could lead to inaccurate outputs, inadvertent disclosure of confidential information, infringement of intellectual property rights, lack of transparency, or other adverse outcomes. The complexity of many AI models also makes them difficult to fully assess, potentially exposing us to financial liability, regulatory scrutiny, or reputational harm.
We are also exposed to risks arising from the use of AI by threat actors to commit fraud, misappropriate funds, and facilitate cyberattacks. If leveraged against us—or against other financial institutions, securities exchanges, or similar organizations—AI‑enabled threats could pose risks to our operational stability.
Any reliance on AI introduces a number of risks and challenges. The legal and regulatory environment governing AI remains uncertain and is evolving rapidly, both in the U.S. and internationally. Emerging frameworks include regulations specifically targeting AI technologies. Changes in applicable laws and regulations may require us to modify our approach to AI adoption, increase compliance costs, and heighten the risk of non-compliance. Additionally, challenges in monitoring and governing models over time—including changes in data inputs—may result in unintended deterioration in model accuracy.
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For more information about our approach to managing technology-related risks, see “Operational, Technology, and Cybersecurity Risk Management” in MD&A on page 78.
CYBERSECURITY RISK
We are exposed to risks related to information system failures and cybersecurity threats, which could adversely impact our business operations and financial performance.
We rely extensively on communications and information systems to support our business operations. These systems process and store confidential, proprietary, personal, or otherwise sensitive data, including financial and other confidential business information. Like other financial institutions, we and our customers are subject to persistent and increasingly sophisticated cyber threats from a range of threat actors, including organized cybercriminals, hackers, and state-sponsored organizations. The proliferation of advanced technologies—such as AI—alongside widespread internet connectivity and increased sophistication of the activities of threat actors has significantly heightened information security risks across the financial services industry.
Emerging technologies—including generative AI, mobile platforms, quantum computing, and cloud computing—continue to heighten operational and cybersecurity risks. The complexity and unpredictability of these technologies, as well as limited control over certain aspects of their security, present additional challenges. Threat actors employ a variety of tactics, including exploiting system vulnerabilities or misconfigurations, launching denial-of-service attacks, deploying ransomware, compromising business email systems, deceiving employees through email phishing and social engineering, and targeting our suppliers. These threats can be difficult to detect over extended periods and may be further exacerbated by the use of AI.
Third-party providers, including suppliers and their subcontractors, present operational and information security risks. These risks include potential security breaches or failures within their systems or those of their downstream partners. In such instances, we may not receive timely notification of incidents affecting our services or data, nor have the ability to participate in related investigations, disclosures, or remediation efforts. Additional risks may arise from human error, noncompliance with security protocols, or intentional misconduct by employees or third parties. Our ability to control and monitor the operational and cybersecurity measures implemented by third-party providers is limited, and under applicable laws, regulations, or contractual obligations, we may be held responsible for cyber incidents within third-party systems that impact us or our customers.
As cybersecurity threats continue to evolve, we remain committed to allocating the necessary resources in an effort to strengthen our defenses and address any information security vulnerabilities. While past cybersecurity incidents involving our systems and those of our third-party providers have not resulted in material impacts to our data, customers, or operations, we cannot guarantee that future incidents will not occur or that they will be effectively mitigated. The potential severity and consequences of such events are inherently uncertain.
Furthermore, system upgrades and enhancements may introduce risks related to implementation and integration with existing infrastructure. Given the complexity and interdependence of our technology environment, efforts to improve security can inadvertently lead to system disruptions or new vulnerabilities. Additional risks may arise if hardware and software vendors are unable to deliver timely patches or if we are unable to implement necessary updates promptly—particularly in cases where threat actors are actively exploiting known vulnerabilities.
Despite substantial investments in cybersecurity, our systems may remain susceptible to evolving threats, and our mitigation efforts may be deemed inadequate by regulatory authorities or courts. Any failure, disruption, or security incident—whether actual or perceived—affecting our communications and information technology systems or those of our third-party providers could impact our operations and services, damage our reputation, result in loss of customer business, increase regulatory scrutiny, expose us to civil litigation and financial liability, and lead to other material adverse consequences.
Furthermore, any insurance coverage we maintain may be insufficient to fully compensate for losses arising from the foregoing risks. We also cannot assure that such coverage will remain available on acceptable terms, or at all, or that insurers will not deny coverage for future claims.
For information about our cybersecurity risk management practices, see Part I, Item 1C. Cybersecurity on page 26.
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CAPITAL/FINANCIAL REPORTING RISK
Internal stress testing and capital management requirements, together with provisions of the National Bank Act and OCC regulations, may limit our ability to increase dividends, repurchase shares of our stock, or access capital markets.
We utilize stress testing as an important tool for informing decisions regarding the appropriate level of capital to maintain under adverse economic conditions. These tests are based on hypothetical scenarios that reflect a severity comparable to those published by the FRB. Compliance with stress testing and other applicable regulatory requirements may require actions such as increasing capital levels, limiting dividend payments or other capital distributions to shareholders, modifying business strategies, or reducing exposure to specific asset classes. Under the National Bank Act and OCC regulations, certain capital-related transactions, including share repurchases, require prior approval from the OCC. These regulatory constraints may limit our ability to respond to and take advantage of evolving market opportunities.
Regulatory requirements, prevailing economic conditions, and other factors may require us to raise capital under circumstances or in amounts that are unfavorable to us.
We are subject to risk-based and leverage capital ratio requirements established by our federal banking regulators. These ratios may fluctuate based on broader economic conditions, our specific risk profiles, and strategic growth plans. Compliance with these capital requirements may limit our ability to pursue expansion and has, at times, required the retention of earnings or the issuance of additional capital that might otherwise have been distributed to shareholders. Moreover, legislative and regulatory frameworks introduce additional uncertainty and risks. Recent regulatory proposals—such as those aimed at significantly revising capital standards and expanding long-term debt requirements for large banking organizations—may increase our cost of capital and other financing expenses. For more information about these regulatory proposals, see “Regulatory Developments” in Supervision and Regulation on page 9.
We may be adversely affected by risks related to accounting, financial reporting, and regulatory compliance.
We are subject to risks associated with accounting, financial reporting, and regulatory compliance. The accurate reporting of our financial condition and performance requires the application of significant estimates, judgments, and interpretations of complex and evolving accounting and regulatory standards. Modifications to accounting policies or changes in applicable accounting standards could materially impact the presentation of our financial results. The ongoing identification, interpretation, and implementation of complex and frequently changing accounting and regulatory requirements represent a persistent risk to our operations.
The value of our goodwill may decline in the future.
If the fair value of a reporting unit is determined to be lower than its carrying value, we would be required to recognize a goodwill impairment charge. Such a charge may arise due to various factors, including deterioration in the economic environment, a decline in the financial performance of the reporting unit, or the emergence of new legislative or regulatory developments that were not anticipated in management’s forecasts.
We may be unable to fully realize our DTAs, which could negatively impact our operating results and overall financial performance.
At December 31, 2025, we had a net deferred tax asset (“DTA”) of $714 million. The accounting treatment for the realization of DTAs involves complex considerations and requires significant management judgment. Our ability to fully realize the value of these assets may be adversely affected if future projections of taxable income, anticipated reversals of existing deferred tax liabilities (“DTLs”), or the effectiveness of tax planning strategies do not sufficiently support their recoverability. Additionally, changes in applicable tax laws and regulations, as well as shifts in macroeconomic or market conditions, may adversely impact our financial results. Accordingly, there can be no assurance that we will be able to fully realize our DTAs.
For information about our capital management approach, see “Capital Management” in MD&A on page 80.
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LEGAL/COMPLIANCE RISK
Laws and regulations applicable to us and the broader financial services industry impose significant restrictions on our business activities, subjecting us to heightened regulatory oversight and increased compliance costs.
We, along with the broader financial services industry, have incurred—and will continue to incur—significant personnel, systems, consulting, and other costs required to comply with evolving banking regulations. For additional information regarding the regulatory frameworks applicable to us and the financial services industry generally, see “Supervision and Regulation” on page 7.
Regulators, federal and state legislatures, the current administration, the U.S. Congress, and other governing or advisory bodies continue to implement rules, laws, and policies that affect financial institutions and public companies. These measures are often intended to promote, restrict, or penalize particular activities or industries, thereby influencing their access to financial services.
Additionally, initiatives such as the current administration's recent proposal to cap credit card interest rates at 10%, along with similar federal and state proposals to limit bank fees and interest rates, may negatively affect bank profitability and limit their ability to offer certain products and services. As a provider of financial products and services across multiple industries and geographic markets, we are subject to these regulatory frameworks and may be affected by future legislative developments. Because the scope and impact of these laws and regulations continue to change, their ultimate effect on our business operations and financial performance cannot be predicted.
Although the timing and likelihood of proposed regulatory changes remain uncertain, any resulting implementation could adversely affect our operations and financial results. Potential consequences include reduced revenues and after-tax returns for financial institutions, constraints on growth, increased FDIC insurance assessments, higher taxes or fees on funding and activities, limitations on the products and services we are able to offer, increased regulatory or legal compliance costs, and potential requirements to raise additional capital under unfavorable market conditions.
Political developments—including those resulting from administrative transitions and shifts in congressional control—can introduce volatility and uncertainty, potentially leading to significant changes in the size, scope, and effectiveness of government agencies and services.
Political developments may result in rapid changes to legislation, public policy, and governmental operations. Several initiatives under the current administration could heighten uncertainty and volatility in both U.S. and global financial markets, potentially affecting the government's capacity to deliver services at historical levels. These shifts may also affect our ability to obtain timely guidance and support from regulatory authorities in managing current and emerging risks, including those related to climate-related events, cybersecurity, privacy, AI, quantum computing, digital assets, and public safety. Many proposed measures remain subject to legal challenges or require additional legislative approval prior to implementation. Consequently, the timing, scope, and ultimate impact of these developments are uncertain and may produce either favorable or adverse effects on our business operations, financial performance, and customer relationships.
Legislative, administrative, and judicial changes to tax laws, regulations, or case law could adversely affect our business operations and financial performance.
We are subject to income tax laws in the U.S., its individual states, and other jurisdictions in which we operate. These laws are inherently complex and open to varying interpretations by both taxpayers and taxing authorities. In determining our income tax provision, management exercises judgments and relies on estimates to interpret applicable statutes, related regulations, and case law. While we strive to apply reasonable interpretations of the tax laws in preparing our tax filings, these positions may be challenged during audits or reassessed based on evolving legal precedents and factual developments. Changes in tax legislation, regulatory guidance, or judicial rulings may adversely affect our effective tax rate, overall tax liabilities, and financial results. For example, provisions of the recently enacted One Big Beautiful Bill Act relating to charitable giving have affected the timing, deductibility, and amount of our contributions. Additionally, adjustments resulting from tax authority audits could negatively impact our financial position.
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We may be adversely impacted by legal and governmental proceedings.
We are subject to risks arising from legal claims, litigation, and regulatory or governmental proceedings. Our exposure to such matters may increase due to a variety of factors, including economic pressures affecting customers and counterparties, a rise in claims and actions related to fraudulent schemes involving our customers, the implementation of new regulations under recently enacted legislation, changes in political leadership and priorities, and heightened enforcement and legal actions targeting financial institutions.
These proceedings may result in material adverse effects on our financial condition, operating results, or ability to conduct business. Potential consequences include unfavorable judgments, settlements, fines, civil money penalties, injunctions, operational restrictions, or other forms of relief. Although we maintain insurance coverage intended to mitigate financial exposure related to legal defense, settlements, and awards, such coverage is subject to deductibles and policy limits and may not fully offset all associated costs.
Participation in legal or regulatory matters—regardless of outcome—can also negatively impact our reputation and divert management attention from core business operations. Moreover, the financial services industry has experienced a notable increase in settlement amounts, which has adversely affected our ability to obtain insurance coverage for certain claims, raised deductible thresholds, and driven up premium costs. As a result, our financial performance is increasingly susceptible to adverse outcomes from legal proceedings.
Given the inherent uncertainty in forecasting the timing and financial impact of litigation and enforcement actions, adverse effects may occur sporadically and could be significant. Additionally, regulatory enforcement actions may influence our supervisory and CRA ratings, potentially limiting or restricting certain business activities.
The corporate and securities laws applicable to us are less developed than those governing state-chartered corporations, which may impact our ability to execute corporate transactions efficiently and effectively.
Our corporate affairs are governed by the National Bank Act, with related regulations administered by the OCC. In matters related to securities laws, the OCC enforces its own securities offering framework applicable to national banks and their securities issuances. Accordingly, our compliance with the Exchange Act is governed and enforced by the OCC.
State corporate statutes—such as those of Utah—are widely recognized, regularly updated through legislative processes, and often informed by model corporate law frameworks. Similarly, the federal securities law regime established under the Securities Act and the Exchange Act, along with the SEC’s comprehensive regulatory infrastructure, is broadly utilized by publicly traded companies.
The OCC’s statutory and regulatory frameworks, however, have been applied relatively infrequently to publicly traded banking institutions and remain less developed than the corporate and securities law regimes applicable to other public companies. While specific risks associated with operating under these frameworks are outlined below, the current lack of clarity and maturity in the OCC's approach may introduce uncertainty in the application of these rules to corporate or securities-related matters. This uncertainty could hinder our ability to execute transactions efficiently, optimally, or in some cases, at all.
Differences between the requirements of the National Bank Act and applicable state laws governing mergers could hinder our ability to execute acquisitions as efficiently or advantageously as bank holding companies and other financial institutions.
Unlike state corporate law, the National Bank Act requires shareholder approval for all mergers involving a national bank and another national or state-chartered bank, without providing exceptions for certain “minor” transactions—such as mergers between a parent company and its subsidiary, or transactions where an acquiring entity issues shares below a specified threshold to an unaffiliated party. Additionally, the National Bank Act and its implementing regulations may introduce complexities in structuring acquisitions involving nonbank entities.
These distinctions may adversely affect the ability of the Bank, and other institutions governed by the National Bank Act, to execute acquisition transactions efficiently. Furthermore, the requirement for shareholder approval in
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all merger scenarios may place us at a competitive disadvantage in certain circumstances, particularly when competing against institutions not subject to similar constraints, whose proposals may proceed without such conditions.
We are subject to restrictions on permissible activities, which limit the scope of business we can conduct and may complicate the acquisition of other financial institutions.
Under applicable laws and regulations, banks and bank holding companies are generally restricted to engaging in activities and making investments that are closely related to banking or are financial in nature. The scope of permissible financial activities is defined under the Gramm-Leach-Bliley Act, with banks subject to more limited authorities than bank holding companies. Notably, bank holding companies may engage in insurance underwriting and merchant banking activities, whereas banks are generally restricted from these lines of business, although insurance agency, broker-dealer, and investment advisory activities remain permissible.
Our structure as a standalone bank, without a bank holding company, may present challenges in pursuing future acquisitions of financial institutions that engage in activities permitted only for bank holding companies. This structural distinction could limit our strategic ability to expand into certain financial services sectors, potentially placing us at a competitive disadvantage.
REPUTATIONAL RISK
Operational, regulatory, compliance, and legal risks may harm our business and brands.
Any of the risks outlined in the Risk Factors section may result in harm to our business and brands, including negative publicity, unfavorable public perception, increased regulatory scrutiny, deterioration of stakeholder relationships, or other adverse effects.
OTHER RISKS
Wars, international trade policies and disputes, geopolitical conflicts, and retaliatory measures imposed by the U.S. and other countries—including the responses to such actions—may significantly disrupt both domestic and foreign economies and markets.
Recent geopolitical tensions—including wars, international trade disputes, and evolving global conflicts—have introduced heightened risks to global markets, trade dynamics, economic stability, and cybersecurity. These developments have affected, and may continue to affect, the availability and pricing of commodities and products, thereby disrupting supply chains and contributing to inflationary pressures. Additionally, they have affected currency valuations, interest rates, and other financial market indicators, while increasing the likelihood of cyberattacks that could result in significant costs and operational disruptions for governments and businesses alike. The impact of these conflicts and any retaliatory actions remains fluid and unpredictable. We expect that such geopolitical instability will continue to affect the global political landscape and exert influence over both international and domestic markets for the foreseeable future.
Although our operations have not been materially disrupted to date, future developments—such as cyberattacks targeting the U.S., the Bank, our customers, or our suppliers—could pose substantial challenges to our ability to conduct business effectively.
Diverging and evolving policy, legal, regulatory, and political developments—and differing stakeholder views—related to governance, environmental, social, and other sustainability matters may subject us to potentially conflicting requirements and expectations, which could negatively affect our business and harm our brands.
There has been increased focus among policymakers, investors, and other stakeholders on corporate practices related to environmental, social, and other sustainability matters. For example, recent executive orders issued by the current administration aim to restrict or prohibit certain corporate diversity initiatives and limit the consideration of environmental and social factors by financial institutions in customer‑related decisions.
Given the differing viewpoints among stakeholders on these issues, we face increased legal, regulatory, and operational risks. We may be unable to meet the conflicting expectations of all key stakeholders, which could
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adversely affect our business, operational results, and brands. Evolving policy, legal, regulatory, and political developments—as well as changing investor and regulatory expectations—may require adjustments to our business practices, strategies, or commitments and may increase compliance, operational, or other costs. Certain states have enacted or proposed laws addressing climate change and other sustainability issues, including climate‑related disclosure requirements. Other states have proposed or adopted laws or actions restricting the consideration of environmental and social factors in state investments and contracting.
In addition, in August 2025, President Trump signed Executive Order 14331, “Guaranteeing Fair Banking Access for All Americans,” which states that financial services should not be denied based on constitutionally or statutorily protected beliefs, affiliations, or political views. The Executive Order directs the Treasury Secretary and federal banking regulators to address politicized or unlawful debanking activities.
These and other laws, regulations, guidance, and expectations—many of which may have broad or extraterritorial application—have subjected, and may continue to subject, us to additional or conflicting requirements across the jurisdictions in which we operate. Such developments could negatively affect our business and brands, increase regulatory, compliance, credit, and operational risks, raise associated costs, or limit our ability to operate in certain jurisdictions.
For more information, see “Other Regulations and Proposals” in Supervision and Regulation on page 12.
Prolonged congressional negotiations in Washington, D.C. regarding government funding and related issues introduce additional volatility into the U.S. economy, particularly affecting capital and credit markets and the banking industry.
Legislative efforts to enact comprehensive, long-term appropriations have encountered significant challenges in recent years, thereby increasing the risk of a federal government shutdown. These fiscal uncertainties, along with the continued growth of the national debt and ongoing congressional deliberations over fiscal policy and budget discipline, may lead to adverse outcomes, including potential downgrades to the U.S. credit rating or even a default. Such developments could introduce additional volatility across the U.S. economy, with potential effects on capital and credit markets, the banking industry, financial markets, and the interest rate environment, among other unforeseen consequences.
In the event of a federal government shutdown or related fiscal disruption, the Bank could experience material adverse effects on its liquidity position, operating margins, overall financial condition, and results of operations. The recent government shutdown during the third quarter of 2025 did not have a significant impact on our operations or financial performance.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There were no unresolved written comments from the staff of the SEC or the OCC issued 180 days or more before the end of our fiscal year that pertained to our periodic or current reports filed under the Exchange Act.
ITEM 1C. CYBERSECURITY
Cybersecurity risk is the potential for adverse impacts on the confidentiality, integrity, and availability of data that is owned, stored, or processed by the Bank and the associated communications and information technology systems. The frequency and sophistication of attempts to disrupt or gain unauthorized access to our systems and those of our suppliers—commonly referred to as hacking, cybersecurity fraud, or cyberattacks—continues to grow.
Oversight of cybersecurity risk is provided by the Board and managed through the Bank’s multiple lines of defense. This includes front-line bankers, operations teams, Enterprise Risk Management (“ERM”), and internal audit functions. Cybersecurity risk is governed under an established ERM framework, which incorporates key risk indicators, enterprise-wide standards, internal controls, and self-assessments aligned with established ERM policies. These elements are subject to ongoing evaluation and are systematically measured and reported to both Board-level and senior management-level risk committees. These committees are responsible for reviewing and responding to the findings to support effective risk mitigation and governance.
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The ROC is responsible for reviewing management reports concerning enterprise-wide risk management activities, including those related to cybersecurity. As part of its governance role, the ROC conducts an annual review and approval of the Bank's cybersecurity policies and programs. It also receives regular updates on key risk indicators, emerging threat trends, remediation efforts, and significant operational events.
The ROC provides ongoing reports to the Board regarding its oversight activities, including those pertaining to cybersecurity. To support these efforts, management utilizes a combination of real-time and periodic monitoring and reporting mechanisms designed to identify and respond to cybersecurity incidents. External third-party resources may also be engaged to enhance detection and response capabilities. Documented escalation procedures are routinely tested through tabletop exercises and other simulation activities. These procedures include timely notification to executive management in the event of qualifying cybersecurity incidents.
Responsibility for the direct assessment, measurement, and management of cybersecurity risks resides within the Bank's Information Security and Technology and Operations functions. These areas are led by the Chief Information Security Officer (“CISO”) and the Chief Technology and Operations Officer, who collectively bring extensive experience in cybersecurity, technology, operations, risk management, and audit, supported by experienced teams of cybersecurity, engineering, operations, and risk professionals. These teams participate in ongoing training, education, and industry certification programs to maintain the skills necessary to address evolving cybersecurity threats.
The Information Security function is responsible for establishing and maintaining the Bank’s cybersecurity framework, including threat monitoring, vulnerability management, incident response, and alignment with applicable regulatory and industry standards. The Technology and Operations function oversees the design, resilience, and control environment of the Bank’s technology infrastructure and operational processes, integrating cybersecurity considerations into enterprise systems, change management, and business continuity planning.
These functions operate within a structured governance framework that includes defined policies, independent risk oversight, internal audit review, and formal reporting routines. Cybersecurity risk assessments, key risk indicators, incident reporting, and control effectiveness metrics are regularly escalated to senior management and provided to the Board or its designated committees to support effective oversight.
To enhance the effectiveness of our cybersecurity program, we engage multiple independent third-party experts to evaluate our cybersecurity program and practices. These evaluations encompass a range of activities, including framework maturity assessments, blind penetration testing, technology health checks, cyber skill and staffing reviews, externally facilitated tabletop exercises, legal briefings from external cyber counsel, and strategic risk assessments. The results of these assessments are regularly reviewed with senior management and the ROC. Additionally, we actively participate in various cybersecurity industry forums and maintain access to law enforcement intelligence to stay informed of emerging threats and trends.
Our supply chain risk management framework incorporates cybersecurity-focused assessments of third-party vendors. We utilize commercially available services intended to continuously monitor suppliers, leveraging real-time security scoring of supplier technology services, threat intelligence, financial and geopolitical risk analysis, and other cybersecurity-related metrics. Regular reviews are conducted to assess changes in suppliers’ cybersecurity risk profiles. Additionally, ongoing threat intelligence monitoring is performed in an effort to detect potential cybersecurity incidents involving third parties. We also strive to include robust cybersecurity provisions in supplier contracts to mitigate associated risks.
In the event of a cybersecurity incident—whether identified internally or through third-party notifications—we conduct a structured assessment to determine the incident’s criticality, potential materiality, and disclosure requirements. This evaluation considers multiple factors, including service availability, operational disruption, reputational impact, regulatory and legal implications, sensitivity of affected data, and direct financial consequences.
The CISO continuously monitors these criteria to assess the potential impact of each incident, both individually and in aggregate. Established escalation protocols facilitate timely notification to senior and executive management, the Board or its relevant committees, and regulators, based on the severity and materiality of the incident.
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At December 31, 2025, cybersecurity threats— including those arising from prior incidents—did not have a material impact on our business strategy, results of operations, or financial condition. Management has applied formal, documented processes designed to evaluate known cybersecurity incidents for materiality and disclosure, and has concluded that no incidents to date have met the threshold for materiality, either individually or in aggregate.
Nonetheless, we acknowledge that future cybersecurity incidents may have a material adverse effect, despite ongoing efforts to prevent or mitigate such events. For additional information regarding cybersecurity risks, see “Cybersecurity Risk” in Risk Factors on page 21.
ITEM 2. PROPERTIES
At December 31, 2025, we operated a total of 407 branches, comprising 278 owned locations and 129 leased premises. Our corporate headquarters, located in Salt Lake City, Utah, is also leased. Annual rental obligations under long-term lease agreements are calculated based on various factors, including operating expenses, maintenance costs, and applicable taxes.
For additional information regarding lease arrangements and rental payments, see Note 8 of the Notes to Consolidated Financial Statements.
ITEM 3. LEGAL PROCEEDINGS
The information contained in Note 16 of the Notes to Consolidated Financial Statements is incorporated by reference herein.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
PREFERRED STOCK
Our preferred stock is listed on the National Association of Securities Dealers Automated Quotations (“NASDAQ”) Global Select Market under the ticker symbol “ZIONP.” We have 4.4 million authorized shares of preferred stock, without par value, each carrying a liquidation preference of $1,000 per share. At December 31, 2025, 66,139 shares of Series A preferred stock were outstanding.
In December 2024, we completed the full redemption of all outstanding shares of Series G, I, and J preferred stock, resulting in a cash payment of approximately $374 million. The redemption resulted in a one-time reduction of approximately $6 million in net earnings applicable to common shareholders, reflecting the recognition of previously capitalized preferred stock issuance costs.
For more information regarding our preferred stock, see Note 14 of the Notes to Consolidated Financial Statements.
COMMON STOCK
Market Information
Our common stock is listed on NASDAQ under the ticker symbol “ZION.” On February 9, 2026, the closing price of our common stock on NASDAQ was $65.16 per share.
Equity Capital and Dividends
As of February 9, 2026, there were 3,313 registered shareholders of record of our common stock. This figure does not reflect the actual number of beneficial owners of the Bank's stock. In January 2026, the Board declared a
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quarterly dividend of $0.45 per common share, payable on February 19, 2026, to shareholders of record at the close of business on February 12, 2026.
Share Repurchases
In February 2025, we publicly announced a plan to repurchase up to $40 million of common shares outstanding during the fiscal year 2025, all of which were repurchased in the first quarter of 2025. We also acquired $1 million of shares during the first quarter in connection with our stock compensation plan. Repurchases in the third quarter of 2025 were limited to shares acquired solely in connection with our stock compensation plan.
The following schedule summarizes our share repurchases by quarter for the year ended December 31, 2025:
2025 SHARE REPURCHASES
Period
Total number
of shares
purchased 1
Average
price paid
per share
Shares purchased
as part of publicly
announced plans
First quarter
Second quarter
Third quarter
Fourth quarter
Total 2025
1 Includes amounts related to common shares repurchased in connection with our stock compensation plan. These shares were acquired from employees to cover payroll tax obligations and stock option exercise costs incurred upon the exercise of stock options.
In January 2026, we publicly announced a plan to repurchase up to $75 million of common shares outstanding during the first quarter of 2026. For more information regarding our common stock activity, see the Consolidated Statement of Changes in Shareholders’ Equity on page 93.
Performance Graph
The following stock performance graph illustrates the five-year cumulative total return of our common stock, compared with the Standard and Poor’s (“S&P”) 500 Index, the S&P MidCap 400 Index, and the Keefe, Bruyette & Woods, Inc. (“KBW”) Regional Bank Index (“KRX”).
During the first quarter of 2024, we were removed from the S&P 500 Index and added to the S&P MidCap 400 Index. The KRX is a modified market capitalization-weighted index comprising geographically diverse regional bank and thrift stocks. It is developed and published by KBW, a nationally recognized brokerage and investment banking firm specializing in financial institutions.
The following performance graph is based on a $100 investment made on December 31, 2020, and assumes the reinvestment of all dividends.
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PERFORMANCE GRAPH FOR ZIONS BANCORPORATION, N.A.
INDEXED COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
Zions Bancorporation, N.A.
KBW Regional Bank Index
S&P MidCap 400
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The information contained in Item 12 of this Form 10-K is incorporated by reference herein.
ITEM 6. RESERVED
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Key Corporate Objectives
Our strategic objective is to achieve balanced growth in customers, pre‑tax net income, and shareholder returns. We provide a wide range of business products and related services to a broad customer base, which helps create balance, diversify risks, and support the communities we serve. While all business lines play an important role in generating long‑term value, our strategy is centered on five key growth areas: commercial banking, small business banking, capital markets, wealth management, and consumer banking.
These growth areas are supported by six strategic enablers that guide effective execution across the organization:
1. People and Empowerment — We prioritize employee development by investing in training programs and providing our teams with the tools and resources necessary to enhance their capabilities.
2. Technology — We invest in innovative technologies to improve operational efficiency and enable us to remain competitive.
3. Marketing — We implement targeted marketing strategies to strengthen our local brands, attract new clients, deepen existing relationships, and enhance overall customer engagement.
4. Operational Excellence — We invest in and support ongoing improvements to safely and securely deliver value to our customers.
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5. Risk Management — We apply disciplined risk management practices to promote prudent decision-making and maintain appropriate oversight.
6. Data and Analytics — We invest in relevant enterprise data and analytic tools to enable informed decision-making and support localized execution.
We allocate resources to achieve our growth and profitability objectives by delivering high‑quality products and services and by strengthening our customer relationships. Serving as a trusted advisor and supporting customers’ operational needs contributes to relatively stable deposits and ongoing relationship growth.
Key strategic initiatives focus on supporting commercial customer growth, expanding small business lending, enhancing capital markets capabilities, broadening access to wealth management services, and strengthening consumer deposit relationships. Collectively, these initiatives are critical to sustaining long-term growth and stability.
As previously described, we operate through seven separately managed affiliate banks supported by an enterprise‑level “Other” segment. This organizational model is central to achieving our strategic objectives by enabling local decision‑making and strong customer focus at the affiliate level, while maintaining disciplined governance, risk management, capital allocation, and shared technology and operations at the enterprise level.
RESULTS OF OPERATIONS
Our Financial Performance
This section, along with other sections of this report, presents information regarding our 2025 financial performance, compared with the prior year. For more information about our 2024 results compared with 2023, see the relevant sections of MD&A included in our 2024 Form 10-K. Growth rates equal to or exceeding 100% are designated as not meaningful (“NM”), as they typically result from a low base period.
Net Earnings Applicable to Common Shareholders
(in millions)
Diluted EPS
Adjusted PPNR
(in millions) 1
Efficiency ratio 1
1 For information on non-GAAP financial measures, see page 84 .
Our financial performance in 2025 reflected solid growth compared with the prior year, with notable increases in net earnings applicable to common shareholders, diluted earnings per share (“EPS”), and adjusted pre-provision net revenue (“PPNR”). Diluted EPS increased to $6.01, up 21% from $4.95 in 2024, driven by higher net interest income and noninterest income, partially offset by increased noninterest expense. The efficiency ratio improved to 62.6%, compared with 64.2% in the prior year, reflecting positive operating leverage as adjusted taxable-equivalent revenue outpaced adjusted noninterest expense.
• Net interest income increased $197 million, or 8%, compared with the prior year period. This growth was primarily driven by lower funding costs and favorable shifts in the composition of average interest-earning assets. As a result, the net interest margin (“NIM”) improved to 3.21%, compared with 3.00%.
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◦ Average interest-earning assets increased $689 million, or 1%, primarily due to an increase in average loans and leases. This growth was partially offset by declines in average securities and average money market investments.
◦ Average interest-bearing liabilities increased $178 million, or less than 1%, due to an increase in both average borrowed funds and average interest-bearing deposits.
• The provision for credit losses remained flat at $72 million in both 2025 and 2024.
• Customer-related noninterest income increased $23 million, or 4%, primarily driven by higher retail and business banking fees, capital markets fees and income, and loan-related fees and income. Excluding the impact of net credit valuation adjustment (“CVA”), customer-related noninterest income increased $32 million , or 5% , benefiting from increased capital markets customer swap fee revenue and investment banking advisory fees.
• Noncustomer-related noninterest income increased $35 million, or 57%, mainly due to an increase in net securities gains, largely resulting from valuation adjustments within our Small Business Investment Company (“SBIC”) investment portfolio.
• Noninterest expense increased $92 million, or 4%. primarily due to higher salaries and employee benefits, along with increases in other noninterest expenses, marketing and business development costs, and technology, telecom, and information processing expenses. The increase in marketing and business development expense was largely due to a $15 million contribution to our charitable foundation, which will fund donations over the next three years that otherwise would have been nondeductible under recent tax law changes effective January 1, 2026. These increases were partially offset by lower deposit insurance and regulatory expenses.
• Total loans and leases increased $1.5 billion, or 3%, primarily due to growth in the commercial and industrial, term CRE, and consumer 1-4 family residential loan portfolios.
◦ Net loan and lease charge-offs totaled $89 million, or 0.15% of average loans and leases, compared with $60 million, or 0.10%, in 2024. The increase was primarily driven by a $50 million loss associated with two related commercial loans during the third quarter of 2025.
◦ Nonperforming assets totaled $320 million, or 0.52% of total loans and leases and other real estate owned (“OREO”), compared with $298 million, or 0.50% in 2024. Nonperforming assets remained primarily concentrated in the commercial and industrial, term CRE, and consumer 1-4 family residential loan portfolios. Classified loans totaled $2.4 billion, or 3.91% of total loans and leases, compared with $2.9 billion, or 4.83% in the prior year.
• Total deposits decreased $579 million, or 1%. Interest-bearing deposits declined primarily due to a reduction in brokered deposits. This decline was partially offset by an increase in noninterest-bearing demand deposits, largely resulting from the migration of a consumer interest-bearing product into a new noninterest-bearing offering. Customer deposits, excluding brokered deposits, totaled $71.8 billion, compared with $71.2 billion in the prior year.
• Total borrowed funds decreased $206 million, or 4%, compared with the prior year. This decline was primarily driven by a reduction in short-term advances from the FHLB, partially offset by the issuance of $500 million in 4.70% Fixed-to-Floating Senior Notes during the third quarter of 2025.
The following schedule presents additional selected financial highlights:
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SELECTED FINANCIAL HIGHLIGHTS
(Dollar amounts in millions, except per share amounts)
Change
For the Year
Net interest income
Noninterest income
Total net revenue
Provision for credit losses
Noninterest expense
Pre-provision net revenue 1
Adjusted pre-provision net revenue 1
Net income
Net earnings applicable to common shareholders
Per Common Share
Net earnings – diluted
Tangible book value at year-end 1
Market price – end
Market price – high
Market price – low
At Year-End
Assets
Loans and leases, net of unearned income and fees
Deposits
Common equity
Performance Ratios
Return on average assets
Return on average common equity
Return on average tangible common equity 1
Net interest margin
Net charge-offs to average loans and leases
Total allowance for credit losses to loans and leases outstanding
Capital Ratios at Year-End
Common equity Tier 1 capital
Tier 1 leverage
Tangible common equity 1
Other Selected Information
Weighted average diluted common shares outstanding
(in thousands)
Bank common shares repurchased (in thousands)
Dividends declared
Common dividend payout ratio 2
Capital distributed as a percentage of net earnings applicable to common shareholders 3
Efficiency ratio 1, 4
1 See “Non-GAAP Financial Measures” on page 84 for more information.
2 The common dividend payout ratio is calculated by dividing the total common dividends paid by the net earnings applicable to common shareholders.
3 This ratio is calculated by adding common dividends paid and share repurchases for the year, then dividing the total by net earnings applicable to common shareholders.
4 Excluding the $15 million charitable contribution, the efficiency ratio for 2025 would have been 62.2%.
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Net Interest Income and Net Interest Margin
Net interest income, which is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities, accounted for 78% of our net revenue (the sum of net interest income and noninterest income) in both 2025 and 2024. The NIM is calculated as net interest income as a percentage of average interest-earning assets.
NET INTEREST INCOME AND NET INTEREST MARGIN
Amount change
Percent change
Amount change
Percent change
(Dollar amounts in millions)
Interest and fees on loans 1
Interest on money market investments
Interest on securities
Total interest income
Interest on deposits
Interest on short- and long-term borrowings
Total interest expense
Net interest income
Average interest-earning assets
Average interest-bearing liabilities
bps
bps
Net interest margin 2
1 Includes interest income recoveries of $10 million, $6 million, and $4 million for the respective years presented.
2 Taxable-equivalent rates used where applicable.
Net interest income increased $197 million, or 8%, relative to the same prior year period, primarily due to lower funding costs. The increase was further supported by a favorable shift in the composition of average interest-earning assets, reflecting growth in higher-yielding loans and a decline in lower-yielding securities and money market investments. As a result, the net interest margin improved to 3.21% in 2025, compared with 3.00% in 2024.
The following chart presents the changes in yields on average interest-earning assets:
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The yield on average interest-earning assets, net of hedging activity, declined 17 basis points (“bps”) in 2025, compared with the prior year, reflecting lower interest rates. The net yield on average loans and leases decreased 22 bps, while the net yield on average securities declined 11 bps. Additionally, the yield on average money market investments decreased 96 bps, as the short-term nature of these assets resulted in quicker repricing in the declining interest rate environment.
The following chart presents the changes in rates paid on average interest-bearing liabilities:
The total cost of deposits decreased 39 bps, and the rate paid on total deposits and interest-bearing liabilities decreased 36 bps in 2025, compared with the prior year, reflecting the lower interest rate environment. The rates paid on interest-bearing deposits and total borrowed funds decreased 59 bps and 34 bps, respectively.
Average interest-earning assets increased $689 million, or 1%, from the prior year, as an increase in average loans and leases was partially offset by decreases in average securities and average money market investments.
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Average loans and leases increased $1.9 billion, or 3%, to $60.4 billion, primarily due to growth in average consumer and commercial loans. Average securities decreased $1.2 billion, or 7%, to $18.4 billion, largely due to principal reductions, net of reinvestments. The continued paydown of lower-yielding securities—consistent with the portfolio runoff that began in 2023—has improved the overall asset mix and contributed to a higher net interest margin.
Average interest-bearing liabilities increased $178 million, or less than 1%, from the prior year. This increase was primarily driven by an increase in average borrowed funds, reflecting an increase in long-term debt, partially offset by declines in short-term borrowings and security repurchase agreements.
Average deposits increased $113 million, or less than 1%, to $74.9 billion. Average interest-bearing deposits increased $52 million, while average noninterest-bearing deposits increased $61 million, representing 34% of total deposits in both 2025 and 2024.
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Average borrowed funds, primarily composed of secured borrowings, increased $126 million, or 2%, to $6.5 billion. This growth was driven by an increase in long-term debt, partially offset by declines in short-term advances from the FRB and security repurchase agreements. The increase in long-term debt reflects the issuance of $500 million in 4.70% Fixed-to-Floating Senior Notes in August 2025.
For more information on our investment securities portfolio and borrowed funds, and how we manage liquidity risk, refer to the “Investment Securities Portfolio” section on page 50 and the “Liquidity Risk Management” section on page 75. For further discussion of the effects of market rates on net interest income and how we manage interest rate risk, refer to the “Interest Rate and Market Risk Management” section on page 72.
The following schedule summarizes the average balances, the amount of interest earned or paid, and the applicable yields for interest-earning assets, as well as the cost of interest-bearing liabilities:
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CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS, AND RATES
Year Ended December 31,
(Dollar amounts in millions)
Average balance
Interest
Yield/
Rate 1
Average balance
Interest
Yield/
Rate 1
Average balance
Interest
Yield/
Rate 1
ASSETS
Money market investments:
Interest-bearing deposits
Federal funds sold and securities purchased under agreements to resell
Total money market investments
Trading securities
Investment securities:
Available-for-sale
Held-to-maturity
Total investment securities
Loans held for sale
Loans and leases: 2
Commercial
Commercial real estate
Consumer
Total loans and leases
Total interest-earning assets
Cash and due from banks
Allowance for credit losses on loans and debt securities
Goodwill and intangibles
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Interest-bearing deposits:
Savings and money market
Time
Total interest-bearing deposits
Borrowed funds:
Federal funds purchased and security repurchase agreements
Other short-term borrowings
Long-term debt
Total borrowed funds
Total interest-bearing liabilities
Noninterest-bearing demand deposits
Other liabilities
Total liabilities
Shareholders’ equity:
Preferred equity
Common equity
Total shareholders’ equity
Total liabilities and shareholders’ equity
Spread on average interest-bearing funds
Impact of net noninterest-bearing sources of funds
Net interest margin
Memo: total cost of deposits
Memo: total deposits and interest-bearing liabilities
1 Taxable-equivalent rates used where applicable.
2 Net of unamortized purchase premiums, discounts, and deferred loan fees and costs.
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
The following schedule summarizes year-over-year changes in net interest income on a fully taxable-equivalent basis for the periods presented. For yield calculations, average loan balances include the principal amounts of nonaccrual and restructured loans. Interest payments received on nonaccrual loans are not recognized as interest income; instead, they are applied as reductions to the outstanding principal. Additionally, interest on modified loans is generally accrued at the modified rates.
In analyzing changes in taxable-equivalent net interest income attributable to volume and rate, variances are primarily allocated to volume, with the following exceptions: (1) when both volume and rate increase, the variance is allocated proportionately between the two factors, and (2) when the rate increases and volume decreases, the variance is allocated to rate.
ANALYSIS OF CHANGES IN TAXABLE-EQUIVALENT NET INTEREST INCOME
2025 over 2024
2024 over 2023
Changes due to
Total changes
Changes due to
Total changes
(In millions)
Volume
Rate 1
Volume
Rate 1
INTEREST-EARNING ASSETS
Money market investments:
Interest-bearing deposits
Federal funds sold and securities purchased under agreements to resell
Total money market investments
Trading securities
Securities:
Available-for-sale
Held-to-maturity
Total securities
Loans held for sale
Loans and leases 2
Commercial
Commercial real estate
Consumer
Total loans and leases
Total interest-earning assets
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Saving and money market
Time
Total interest-bearing deposits
Borrowed funds:
Federal funds purchased and security repurchase agreements
Other short-term borrowings
Long-term debt
Total borrowed funds
Total interest-bearing liabilities
Change in taxable-equivalent net interest income
1 Taxable-equivalent rates used where applicable.
2 Net of unearned income and fees, net of related costs. Loans include nonaccrual and modified loans.
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
The Allowance and Provision for Credit Losses
The allowance for credit losses (“ACL”) comprises both the allowance for loan and lease losses (“ALLL”) and the reserve for unfunded lending commitments (“RULC”). The ALLL represents the estimated current expected credit losses related to the loan and lease portfolio as of the balance sheet date. The RULC represents the estimated reserve for current expected credit losses associated with off-balance sheet commitments. Changes in the ALLL and RULC, net of charge-offs and recoveries, are recognized as the provision for loan and lease losses and the provision for unfunded lending commitments, respectively, on the consolidated statement of income. The ACL for debt securities is estimated separately from loans and is included in “Investment securities” on the consolidated balance sheet.
The ACL was $724 million at December 31, 2025, compared with $741 million at December 31, 2024. The decrease in the ACL primarily reflects lower reserves associated with CRE portfolio-specific risks, partially offset by more adverse economic scenarios and increased growth in loans and commitments. The ratio of ACL to total loans and leases was 1.19% at December 31, 2025, compared with 1.25% at December 31, 2024. The following schedule illustrates the primary drivers of changes in the ACL compared with the prior year.
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
Our ACL estimate is derived using econometric loss models that incorporate multiple economic scenarios, including optimistic, baseline, and stressed conditions. These scenarios are weighted to determine the overall credit loss estimate, and management may adjust the weightings based on its assessment of current economic conditions and reasonable and supportable forecasts. The schedule above summarizes the key drivers of the year-over-year change in the ACL, reflecting the combined effect of economic forecasts, credit quality trends and portfolio-specific risks, and portfolio composition.
The second bar reflects the impact of changes in economic forecasts and current economic conditions, incorporating management’s judgment in determining the scenario weightings for the current period. These changes resulted in a $58 million increase in the ACL compared with the prior year, primarily driven by the increased weighting assigned to more adverse economic scenarios.
The third bar captures changes in credit quality factors, including risk grade migration, portfolio-specific risks, and specific reserves on loans. Collectively, these factors contributed to a $78 million decrease in the ACL, largely driven by reduced CRE portfolio-specific risks.
The fourth bar represents the effect of changes in the composition of the loan portfolio, including shifts in loan balances and mix, the aging of the portfolio, and other qualitative risk factors. These changes resulted in a $3 million increase in the ACL, primarily driven by $1.5 billion in period-end loan growth, partially offset by changes in the loan portfolio mix.
The provision for credit losses, which includes both the provision for loan and lease losses and the provision for unfunded lending commitments, was $72 million in both 2025 and 2024. The provision for securities losses was less than $1 million during each of those years.
For more information regarding the methodology used to determine the appropriate levels of the ALLL and RULC, see Note 6 of the Notes to Consolidated Financial Statements.
Noninterest Income
Noninterest income is comprised of revenue generated from products and services that typically do not bear an associated interest rate or yield. It is categorized as either customer-related or noncustomer-related. Customer-related noninterest income excludes items such as securities gains and losses, dividends, and insurance-related income.
Noninterest income accounted for 22% of total net revenue (the sum of net interest income and noninterest income) in both 2025 and 2024. In 2025, noninterest income increased $58 million, or 8%, relative to the prior year. The following schedule presents a comparison of the major components of noninterest income:
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
NONINTEREST INCOME
(Dollar amounts in millions)
Amount change
Percent change
Amount change
Percent change
Commercial account fees
Card fees
Retail and business banking fees
Loan-related fees and income
Capital markets fees and income 1
Wealth management fees
Other customer-related fees
Customer-related noninterest income
Dividends and other income
Securities gains (losses), net
Noncustomer-related noninterest income
Total noninterest income
Adjusted customer-related noninterest income 2
1 Effective the first quarter of 2025, capital markets fees and income include the net CVA, which was previously disclosed under noncustomer-related noninterest income as fair value and nonhedge derivative income.
2 Net of CVA. For information on non-GAAP financial measures, see page 84.
Customer-related Noninterest Income
Consistent with our key corporate objectives, we prioritize strengthening and expanding both new and existing relationships by delivering high-quality products and services to commercial, small business, and consumer customers, thereby benefiting noninterest income through enhanced service offerings.
Customer-related noninterest income increased $23 million, or 4%, in 2025, compared with the prior year. Key drivers of this growth included:
• Retail and business banking fees increased $8 million, or 12%, mainly due to an increase in overdraft and deposit service fees.
• Capital markets fees increased $6 million, or 5%. Excluding the impact of net CVA, capital markets fees and income increased $15 million, or 14%, benefiting from higher customer swap fee revenue and increased investment banking advisory fees.
• Loan-related fees and income increased $5 million, or 7%, primarily due to increased loan sales activity.
• Commercial account fees increased $3 million or 2%, largely due to an increase in account analysis fees, partially offset by a decrease in merchant fees.
Noncustomer-related Noninterest Income
Noncustomer-related noninterest income increased $35 million, or 57%, in 2025, relative to the prior year. Net securities gains increased $33 million, largely attributable to valuation adjustments within our SBIC investment portfolio.
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
Noninterest Expense
The following schedule presents a comparison of the major components of noninterest expense:
NONINTEREST EXPENSE
(Dollar amounts in millions)
Amount change
Percent change
Amount change
Percent change
Salaries and employee benefits
Technology, telecom, and information processing
Occupancy and equipment, net
Professional and legal services
Marketing and business development
Deposit insurance and regulatory expense
Credit-related expense
Other real estate expense, net
Other
Total noninterest expense
Adjusted noninterest expense (non-GAAP)
Noninterest expense increased $92 million, or 4%, in 2025. Salaries and benefits expense accounted for approximately 63% of total noninterest expense in both 2025 and 2024. The following schedule presents the major components of salaries and employee benefits expense:
SALARIES AND EMPLOYEE BENEFITS
(Dollar amounts in millions)
Amount change
Percent change
Amount change
Percent change
Salaries and bonuses
Employee benefits:
Employee health and insurance
Retirement and profit sharing
Payroll taxes and other fringe benefits
Total employee benefits
Total salaries and employee benefits
Full-time equivalent employees at December 31
Salaries and employee benefits expense increased $63 million, or 5%, primarily due to increased incentive compensation accruals reflecting improved profitability, along with higher base salaries and severance costs. At December 31, 2025, we had 9,195 full-time equivalent employees, representing a decrease of approximately 2% compared with the prior year.
Other drivers impacting total noninterest expense included:
• Other noninterest expense increased $20 million, primarily due to higher subscription costs, success fee accrual adjustments related to SBIC investments, impairment of certain long-lived assets, and legal settlement reserves.
• Marketing and business development expense increased $19 million, largely attributable to a $15 million donation to our charitable foundation, which will be used over the next three years to make charitable donations that otherwise would have been nondeductible as a result of recent tax law changes that became effective on January 1, 2026.
• Technology, telecom, and information processing expense increased $16 million, primarily driven by higher costs associated with application software, licensing, and maintenance.
These increases were partially offset by a $27 million reduction in deposit insurance and regulatory expense, primarily due to updated FDIC special assessment estimates.
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
Adjusted noninterest expense increased $97 million, or 5%, primarily due to the same factors noted above. The efficiency ratio improved to 62.6%, compared with 64.2%, reflecting positive operating leverage as adjusted taxable-equivalent revenue outpaced adjusted noninterest expense. Excluding the $15 million charitable contribution, adjusted noninterest expense for 2025 would have been $2.11 billion, resulting in an efficiency ratio of 62.2%. For information on non-GAAP financial measures, see page 84.
Technology Spend
We invest in technology initiatives designed to improve our products and services, increase our operational efficiency, and enable us to remain competitive. We report these investments as technology spend, which includes the following:
• Technology, telecom, and information processing expense — includes current period expenses presented on the consolidated statement of income related to application software licensing and maintenance, telecommunications, and data processing, less related amortization and depreciation of capitalized technology investments;
• Other technology-related expense — includes related noncapitalized salaries and employee benefits, occupancy and equipment, and professional and legal services; and
• Technology investments — includes capitalized technology infrastructure equipment, hardware, and software (both purchased and internally developed).
The following schedule presents the composition of our technology spend:
TECHNOLOGY SPEND
(Dollar amounts in millions)
Amount change
Percent change
Amount change
Percent change
Technology, telecom, and information processing expense
Less: related non-cash amortization and depreciation
Other technology-related expense
Capitalized technology investments
Total technology spend
Total technology spend increased $44 million, or 9%, compared with the prior year. This increase was driven by higher capitalized technology investments associated with lending and customer-focused technology initiatives. In addition, technology, telecom, and information processing expense increased, largely reflecting the previously noted increases in application software, licensing, and maintenance costs.
Income Taxes
The following schedule summarizes the income tax expense and effective tax rates for the periods presented:
INCOME TAXES
(Dollar amounts in millions)
Income before income taxes
Income tax expense
Effective tax rate
The effective tax rate was 23.5%, 22.5%, and 23.3%, for the years ended 2025, 2024, and 2023, respectively. For more information about the factors affecting our effective tax rate, the significant components of our DTAs and DTLs, and unrecognized tax benefits related to uncertain tax positions, see Note 20 of the Notes to Consolidated Financial Statements.
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
Preferred Stock Dividends
Preferred stock dividends totaled $4 million in 2025, $41 million in 2024, and $32 million in 2023. The decrease from the prior year was due to the redemption of the outstanding shares of our Series G, I, and J preferred stock during the fourth quarter of 2024. For further details, see Note 14 of the Notes to Consolidated Financial Statements.
Operating Segment Results
As described under Item 1. Business on page 5, we manage our operations through seven affiliate banks—Zions Bank, CB&T, Amegy, NBAZ, NSB, Vectra, and TCBW—which constitute our primary operating segments. Each affiliate operates in distinct geographic markets under its own local brand and management team. The affiliate banks are supported by an enterprise‑level “Other” segment, which provides governance and risk oversight, capital allocation, strategic objectives, centralized technology infrastructure, back‑office operations, and certain business lines that are not managed through the affiliate structure.
Centrally provided services are allocated to the operating segments based on estimated or actual usage of those services. Capital is allocated according to the risk-weighted assets held by each segment. We utilize an internal funds transfer pricing process to measure segment performance. This methodology is subject to ongoing refinement. For more information regarding operating segment performance, see Note 22 of the Notes to Consolidated Financial Statements.
Selected financial information for each operating segment is presented below. Ratios are calculated using amounts in thousands. All references to domestic deposits by state are based on FDIC deposit market share data for full-service institutions with at least three branches as of June 30, 2025.
Zions Bank
Zions Bank, headquartered in Salt Lake City, Utah, operated 92 branches in Utah, 25 branches in Idaho, and one branch in Wyoming at December 31, 2025. Based on domestic deposit market share in these states, Zions Bank ranked as the second largest full-service commercial bank in Utah and the fifth largest in Idaho. FDIC deposit market share data for Wyoming at June 30, 2025 was not considered meaningful.
ZIONS BANK SELECTED FINANCIAL INFORMATION
(Dollar amounts in millions)
Amount change
Percent change
Amount change
Percent change
SELECTED INCOME STATEMENT DATA
Net interest income
Provision for credit losses
Noninterest income
Noninterest expense
Income (loss) before income taxes
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial
Commercial real estate
Consumer
Total loans
Total deposits
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)
Ratio of net charge-offs (recoveries) to average loans and leases
Allowance for credit losses
Ratio of allowance for credit losses to net loans and leases, at year end
Nonperforming assets
Ratio of nonperforming assets to net loans and leases and other real estate owned
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
California Bank & Trust
California Bank & Trust, headquartered in San Diego, California, operated 77 branches across California at December 31, 2025. Based on domestic deposit market share in the state, CB&T ranked as the 13 th largest full-service commercial bank in California.
In January 2025, Southern California experienced devastating wildfires. Our credit losses were insignificant, primarily due to adequate insurance coverage and our limited residential credit exposure in the affected areas.
In late March 2025, we purchased four FirstBank Coachella Valley, California branches and their associated deposit and loan accounts. In addition to the four branches, the purchase included approximately $630 million in deposits and $420 million in consumer and commercial loans.
CALIFORNIA BANK AND TRUST SELECTED FINANCIAL INFORMATION
(Dollar amounts in millions)
Amount change
Percent change
Amount change
Percent change
SELECTED INCOME STATEMENT DATA
Net interest income
Provision for credit losses
Noninterest income
Noninterest expense
Income (loss) before income taxes
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial
Commercial real estate
Consumer
Total loans
Total deposits
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)
Ratio of net charge-offs (recoveries) to average loans and leases
Allowance for credit losses
Ratio of allowance for credit losses to net loans and leases, at year end
Nonperforming assets
Ratio of nonperforming assets to net loans and leases and other real estate owned
Amegy Bank
Amegy Bank, headquartered in Houston, Texas, operated 76 branches across Texas at December 31, 2025. Based on domestic deposit market share in the state, Amegy ranked as the eighth largest full-service commercial bank in Texas.
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
AMEGY BANK SELECTED FINANCIAL INFORMATION
(Dollar amounts in millions)
Amount change
Percent change
Amount change
Percent change
SELECTED INCOME STATEMENT DATA
Net interest income
Provision for credit losses
Noninterest income
Noninterest expense
Income (loss) before income taxes
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial
Commercial real estate
Consumer
Total loans
Total deposits
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)
Ratio of net charge-offs (recoveries) to average loans and leases
Allowance for credit losses
Ratio of allowance for credit losses to net loans and leases, at year end
Nonperforming assets
Ratio of nonperforming assets to net loans and leases and other real estate owned
National Bank of Arizona
National Bank of Arizona, headquartered in Phoenix, Arizona, operated 56 branches across Arizona at December 31, 2025. Based on domestic deposit market share in the state, NBAZ ranked as the fifth largest full-service commercial bank in Arizona.
NATIONAL BANK OF ARIZONA SELECTED FINANCIAL INFORMATION
(Dollar amounts in millions)
Amount change
Percent change
Amount change
Percent change
SELECTED INCOME STATEMENT DATA
Net interest income
Provision for credit losses
Noninterest income
Noninterest expense
Income (loss) before income taxes
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial
Commercial real estate
Consumer
Total loans
Total deposits
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)
Ratio of net charge-offs (recoveries) to average loans and leases
Allowance for credit losses
Ratio of allowance for credit losses to net loans and leases, at year end
Nonperforming assets
Ratio of nonperforming assets to net loans and leases and other real estate owned
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
Nevada State Bank
Nevada State Bank, headquartered in Las Vegas, Nevada, operated 43 branches across Nevada at December 31, 2025. Based on domestic deposit market share in the state, NSB ranked as the fifth largest full-service commercial bank in Nevada.
NEVADA STATE BANK SELECTED FINANCIAL INFORMATION
(Dollar amounts in millions)
Amount change
Percent change
Amount change
Percent change
SELECTED INCOME STATEMENT DATA
Net interest income
Provision for credit losses
Noninterest income
Noninterest expense
Income (loss) before income taxes
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial
Commercial real estate
Consumer
Total loans
Total deposits
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)
Ratio of net charge-offs (recoveries) to average loans and leases
Allowance for credit losses
Ratio of allowance for credit losses to net loans and leases, at year end
Nonperforming assets
Ratio of nonperforming assets to net loans and leases and other real estate owned
Vectra Bank Colorado
Vectra Bank Colorado, headquartered in Denver, Colorado, operated 33 branches in Colorado and one branch in New Mexico at December 31, 2025. Based on domestic deposit market share in the state, Vectra ranked as the 15 th largest full-service commercial bank in Colorado. FDIC deposit market share data for Vectra in New Mexico at June 30, 2025 was not considered meaningful.
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
VECTRA BANK COLORADO SELECTED FINANCIAL INFORMATION
(Dollar amounts in millions)
Amount change
Percent change
Amount change
Percent change
SELECTED INCOME STATEMENT DATA
Net interest income
Provision for credit losses
Noninterest income
Noninterest expense
Income (loss) before income taxes
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial
Commercial real estate
Consumer
Total loans
Total deposits
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)
Ratio of net charge-offs (recoveries) to average loans and leases
Allowance for credit losses
Ratio of allowance for credit losses to net loans and leases, at year end
Nonperforming assets
Ratio of nonperforming assets to net loans and leases and other real estate owned
The Commerce Bank of Washington
The Commerce Bank of Washington, headquartered in Seattle, Washington, operates under the name “The Commerce Bank of Washington” within Washington and as “The Commerce Bank of Oregon” in Portland, Oregon. At December 31, 2025, TCBW operated two branches in Washington and one branch in Oregon. FDIC deposit market share data for TCBW in Washington and Oregon at June 30, 2025 was not considered meaningful.
THE COMMERCE BANK OF WASHINGTON SELECTED FINANCIAL INFORMATION
(Dollar amounts in millions)
Amount change
Percent change
Amount change
Percent change
SELECTED INCOME STATEMENT DATA
Net interest income
Provision for credit losses
Noninterest income
Noninterest expense
Income (loss) before income taxes
SELECTED BALANCE SHEET DATA (at year end)
Loans:
Commercial
Commercial real estate
Consumer
Total loans
Total deposits
CREDIT QUALITY
Net loan and lease charge-offs (recoveries)
Ratio of net charge-offs (recoveries) to average loans and leases
Allowance for credit losses
Ratio of allowance for credit losses to net loans and leases, at year end
Nonperforming assets
Ratio of nonperforming assets to net loans and leases and other real estate owned
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
BALANCE SHEET ANALYSIS
Interest-earning Assets
Interest-earning assets—which include loans and leases, investment securities, and money market investments—carry associated interest rates or yields. We strive to maintain a high level of interest-earning assets relative to total assets. For more information regarding average balances, the associated revenue generated, and the corresponding yields of these assets, see the Average Balance Sheet on page 39.
AVERAGE LOANS AND LEASES, INVESTMENT SECURITIES, AND
MONEY MARKET INVESTMENTS (at December 31)
Investment Securities Portfolio
Investment securities are classified as either available-for-sale (“AFS”) or held-to-maturity (“HTM”), and are primarily used to provide balance sheet liquidity. The portfolio largely consists of securities that can be readily converted to cash or used to generate liquidity through secured borrowing agreements, without the need to sell the securities. Our investment securities portfolio also helps to balance the inherent interest rate mismatch between loans and deposits, thereby helping to preserve the economic value of shareholders’ equity. The estimated deposit duration at December 31, 2025 was assumed to be longer than the loan duration (including swaps). At December 31, 2025, the estimated duration of the investment securities portfolio, which measures price sensitivity to interest rate changes, was 3.8 years, compared with 3.4 years at December 31, 2024, reflecting slower realized prepayment assumptions than previously modeled.
For more information about our borrowing capacity associated with the investment securities portfolio and our approach to managing liquidity risk, refer to the “Liquidity Risk Management” section on page 75.
For more information on fair value measurements and the accounting for our investment securities portfolio, refer to Note 3 and Note 5 of the Notes to Consolidated Financial Statements.
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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES
INVESTMENT SECURITIES PORTFOLIO
December 31, 2025
December 31, 2024
(In millions)
Par Value
Amortized
cost
Fair
value
Par Value
Amortized
cost
Fair
value
Available-for-sale
U.S. Treasury securities
U.S. Government agencies and corporations:
Agency securities
Agency guaranteed mortgage-backed securities
Small Business Administration loan-backed securities
Municipal securities
Other debt securities
Total available-for-sale
Held-to-maturity
U.S. Government agencies and corporations:
Agency securities
Agency guaranteed mortgage-backed securities
Municipal securities
Total held-to-maturity
Total investment securities
The amortized cost of total investment securities decreased $1.1 billion, or 5%, during 2025, primarily due to principal reductions net of reinvestments. At December 31, 2025, approximately 6% of the portfolio consisted of floating-rate instruments, compared with 7% at December 31, 2024. Additionally, at December 31, 2025, we had active pay-fixed interest rate swaps with an aggregate notional amount of $6.7 billion. These swaps are designated as fair value hedges of fixed-rate AFS securities and effectively convert the fixed interest income on the hedged portion of the securities to a floating rate.
At December 31, 2025, the AFS investment securities portfolio included approximately $80 million in net premium, distributed across various security categories. Taxable-equivalent premium amortization for these investment securities totaled $46 million in 2025, compared with $57 million in 2024.
For more information regarding our investment securities portfolio, swaps, and related unrealized gains and losses, refer to the “Interest Rate Risk Management” section on page 72, the “Capital Management” section on page 80, and Note 5 of the Notes to Consolidated Financial Statements.
Municipal Investments and Extensions of Credit
We support our communities by offering a range of financial products and services to state and local governments (“municipalities”), including deposit services, lending solutions, and investment banking services. Additionally, we invest in securities issued by municipal entities.
Our municipal lending portfolio generally includes obligations that are repaid from, or secured by, the general funds or pledged revenues of municipalities, as well as by real estate or equipment. We also extend credit to private commercial and 501(c)(3) not-for-profit organizations that utilize a pass-through municipal structure to benefit from favorable tax treatment.
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The following schedule presents our total investments and extensions of credit to municipalities:
MUNICIPAL INVESTMENTS AND EXTENSIONS OF CREDIT
December 31,
(In millions)
Loans and leases
Unfunded lending commitments
Available-for-sale – municipal securities
Held-to-maturity – municipal securities
Trading – municipal securities
Total
Our municipal loans and securities are primarily concentrated within our geographic footprint. At December 31, 2025, approximately $2 million of municipal loans and leases were on nonaccrual, compared with $11 million at December 31, 2024. These nonaccrual loans were extended to private commercial entities that utilize a pass-through municipal structure to benefit from favorable tax treatment.
Municipal securities are internally risk-graded, using methodologies aligned with those applied to loans, with grading frameworks tailored to the size and nature of the credit exposure. These internal risk grades—Pass, Special Mention, and Substandard—are consistent with published regulatory risk classifications. At December 31, 2025, all municipal securities were rated as Pass. For additional information about the credit quality of our municipal loans and securities, see Notes 5 and 6 of the Notes to Consolidated Financial Statements.
Loan and Lease Portfolio
We offer a wide range of lending products to commercial customers, primarily small- and medium-sized businesses, as well as other products secured by CRE. Additionally, we provide various retail banking products and services to consumers and small businesses.
The following schedule presents the composition of our loan and lease portfolio:
LOAN AND LEASE PORTFOLIO
December 31, 2025
December 31, 2024
(Dollar amounts in millions)
Amount
total loans
Amount
total loans
Commercial:
Commercial and industrial
Owner-occupied
Municipal
Leasing
Total commercial
Commercial real estate:
Term
Construction and land development
Total commercial real estate
Consumer:
1-4 family residential
Home equity credit line
Construction and other consumer real estate
Bankcard and other revolving plans
Other
Total consumer
Total loans and leases
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During 2025, the loan and lease portfolio increased $1.5 billion, or 3%, to $60.9 billion. This growth was primarily driven by increases in the commercial and industrial, term CRE, and consumer 1-4 family residential mortgage loan portfolios. The ratio of loans and leases to total assets was 68% at December 31, 2025, compared with 67% at December 31, 2024. Commercial and industrial loans remained the largest loan segment, representing 29% and 28% of total loans for the same respective periods.
The following schedule presents the contractual maturity distribution of our loan and lease portfolio:
LOAN AND LEASE PORTFOLIO BY CONTRACTUAL MATURITY
December 31, 2025
(In millions)
One year or less
One year through five years
Five years through fifteen years
Over fifteen years
Total
Commercial:
Commercial and industrial
Owner-occupied
Municipal
Leasing
Total commercial
Commercial real estate:
Term
Construction and land development
Total commercial real estate
Consumer:
1-4 family residential
Home equity credit line
Construction and other consumer real estate
Bankcard and other revolving plans
Other
Total consumer
Total loans and leases
Our loans and leases have either predetermined (fixed) or variable interest rates. The following schedule presents the interest rate composition of our loan and lease portfolio with contractual maturities greater than one year, excluding the impact of any interest rate swaps associated with the portfolio. For more information about our interest rate risk management, see “Interest Rate Risk Management” section on page 72.
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LOAN AND LEASE PORTFOLIO WITH CONTRACTUAL MATURITIES OVER ONE YEAR BY INTEREST RATE TYPE
December 31, 2025
Loans with contractual maturities over one year
(In millions)
Predetermined (fixed) interest rates
Variable interest rates
Total
Commercial:
Commercial and industrial
Owner-occupied
Municipal
Leasing
Total commercial
Commercial real estate:
Term
Construction and land development
Total commercial real estate
Consumer:
1-4 family residential
Home equity credit line
Construction and other consumer real estate
Bankcard and other revolving plans
Other
Total consumer
Total loans and leases
Other Noninterest-bearing Investments
Other noninterest-bearing investments consist of equity investments held primarily for capital appreciation, dividends, or to meet certain regulatory requirements. The following schedule presents our related investments.
OTHER NONINTEREST-BEARING INVESTMENTS
December 31,
Amount change
Percent change
(Dollar amounts in millions)
Bank-owned life insurance
Federal Home Loan Bank stock
Federal Reserve stock
Farmer Mac stock
SBIC investments
Other
Total other noninterest-bearing investments
Other noninterest-bearing investments increased $56 million, or 5%, during 2025, This growth was primarily attributable to higher balances within our SBIC investment portfolio, partially offset by reductions in holdings of FHLB and Federal Reserve stock.
The SBIC investment portfolio increased $67 million, largely driven by new investments and valuation adjustments on related investments. The reduction in FHLB stock resulted from lower FHLB borrowings. To maintain borrowing capacity, we are required to hold FHLB stock equal to approximately 4-5% of our outstanding FHLB borrowings.
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Premises, Equipment, and Software
In July 2024, we successfully completed the final phase of a multi-year project to replace our core loan and deposit banking systems. As a result, we transitioned substantially all commercial, CRE, and non-mortgage consumer loans, as well as deposit accounts, to a modern, integrated core platform.
We continue to invest in additional lending, deposit, and other customer-focused technology initiatives aimed at further modernizing our systems, improving customer experiences, and enhancing operational performance. For additional information about our premises, equipment, and software, see Note 9 of the Notes to Consolidated Financial Statements.
The following schedule summarizes the capitalized costs associated with the core system replacement project, which are amortized using a useful life of ten years:
CAPITALIZED COSTS ASSOCIATED WITH THE CORE SYSTEM REPLACEMENT PROJECT
December 31, 2025
(In millions)
Phase 1
Phase 2
Phase 3
Total
Total amount of capitalized costs, less accumulated amortization
End of scheduled amortization period
Deposits
Deposits are our primary funding source. The following schedule presents the composition of our deposit portfolio:
DEPOSIT PORTFOLIO
December 31, 2025
December 31, 2024
(Dollar amounts in millions)
Amount
total
deposits
Amount
total
deposits
Deposits by type
Noninterest-bearing demand
Interest-bearing:
Savings and money market
Time
Brokered
Total interest-bearing
Total deposits
Deposit-related metrics
Estimated amount of insured deposits
Estimated amount of uninsured deposits
Estimated amount of collateralized deposits 1
Loan-to-deposit ratio
1 Includes both insured and uninsured deposits.
Total deposits declined $579 million, or 1%, in 2025. Interest-bearing deposits decreased $1.7 billion, primarily due to a reduction in brokered deposits. This decline was partially offset by a $1.1 billion increase in noninterest-bearing demand deposits, mainly driven by the migration of a consumer interest-bearing product into a new noninterest-bearing offering. At December 31, 2025, customer deposits (excluding brokered deposits) totaled $71.8 billion, compared with $71.2 billion at December 31, 2024. These balances included approximately $6.8 billion and $7.0 billion of reciprocal deposits, respectively.
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At December 31, 2025, the total estimated amount of uninsured deposits was $34.4 billion, or 45% of total deposits, compared with $34.4 billion, or 45%, at December 31, 2024. Our loan-to-deposit ratio was 81%, compared with 78% for the same respective periods. For more information on liquidity, including the ratio of available liquidity to uninsured deposits, see “Liquidity Risk Management” on page 75.
RISK MANAGEMENT
As outlined in Item 1A. Risk Factors on page 14, we are exposed to a broad range of risks. Oversight of these risks is allocated across various management committees, with the Enterprise Risk Management Committee serving as the primary coordinating body. To address these risks, we employ comprehensive risk management practices designed to promote prudent risk-taking and effective oversight. Risk management is embedded in our operations and functions as a critical driver of overall performance, closely aligned with our key strategic objectives.
Our Risk Management Framework is structured around a three-lines-of-defense model, with clearly defined responsibilities for each line:
1. The first line of defense represents business units and functions engaged in revenue generation, expense management, operational support, and technology services. These groups are directly accountable for identifying, owning, and managing the risks inherent in their activities.
2. The second line of defense represents independent risk management and compliance functions responsible for assessing and overseeing risk-related activities across the organization.
3. The third line of defense is the internal audit function, which provides an independent assessment of the effectiveness of both the first and second lines of defense.
To support management’s efforts, the Board has established specialized committees responsible for overseeing the Bank's risk management processes:
• The Audit Committee assists the Board in monitoring the quality and integrity of the Bank's accounting, auditing, and financial reporting practices, while also ensuring compliance with applicable laws, regulations, and standards.
• The ROC provides governance over ERM activities. In accordance with its charter, the ROC meets regularly to review ERM processes, monitor risk exposures, and approve ERM policies and initiatives.
Credit Risk Management
Credit risk represents the potential for loss resulting from the failure of a borrower, guarantor, or other obligor to perform in accordance with the terms of a credit-related agreement. This risk arises primarily from our lending activities and from off-balance sheet credit instruments.
The Board, through the ROC, approves key credit policies, monitors adherence to those policies, and oversees alignment with the credit risk appetite established in the Risk Management Framework. The Board has delegated responsibility for credit risk management and for approving changes to credit policies to the Chief Credit Officer, who chairs the Credit Risk Committee.
Our approach to credit risk management is supported by formal credit policies and standards, risk management practices, and independent credit examination functions that together establish a consistent framework for sound underwriting and credit decision-making across our local banking affiliates. We emphasize strong underwriting standards and the early identification of potential problem credits to facilitate timely corrective actions and mitigate potential losses.
Our credit policies and practices are designed to mitigate key risks inherent in our lending activities, including risks related to borrower creditworthiness, cash flow volatility, collateral protection and valuation, concentrations of credit exposure, and external factors that may affect borrower performance or collateral values. Key elements of these policies include requirements for sensitivity and scenario analysis to assess borrower resilience—particularly the capacity to meet repayment obligations under adverse economic conditions, such as rising interest rates—as well
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as requirements for borrowers to maintain insurance coverage on collateralized properties at levels appropriate to the nature and extent of the credit exposure.
To strengthen oversight and objectivity, our credit risk management function operates independently from the lending function and is responsible for establishing credit risk standards, monitoring portfolio quality, and providing independent assessment of credit activities. We maintain well-defined standards for evaluating our loan portfolio and employ a comprehensive loan risk-grading system to assess and monitor potential credit risk exposure.
In addition, our internal credit examination department, which is independent of lending operations, conducts periodic reviews of lending departments and credit activities. These examinations assess credit quality, documentation adequacy, administration of loan risk grades, and compliance with established credit policies. Examinations related to the ACL are reported to both the Audit Committee and the ROC.
Our business activities are conducted primarily within the geographic footprint of our banking affiliates. To manage and limit undue concentrations of credit risk, we adhere to established concentration limits by industry, collateral type, geographic location, and individual customer or counterparty. These limits apply to certain commercial industries and portfolios, including leveraged lending, municipal lending, oil and gas-related lending, and various types of CRE lending—particularly construction and land development, multifamily, industrial, and office properties. Concentration limits are actively monitored and adjusted as conditions warrant.
U.S. Government Agency Guaranteed Loans
We participate in several guaranteed lending programs sponsored by U.S. government agencies, including the U.S. Small Business Administration (“SBA”), Federal Housing Authority, U.S. Department of Veterans Affairs, Export-Import Bank of the U.S., and the U.S. Department of Agriculture. At December 31, 2025, approximately $617 million in loans were guaranteed, primarily by the SBA. The following schedule presents the composition of our U.S. government agency-guaranteed loan portfolio:
U.S. GOVERNMENT AGENCY GUARANTEED LOANS
(Dollar amounts in millions)
December 31,
Percent
guaranteed
December 31,
Percent
guaranteed
Commercial
Commercial real estate
Consumer
Total loans
Commercial Lending
The following schedule presents the composition of our commercial lending portfolio:
COMMERCIAL LENDING PORTFOLIO
December 31, 2025
December 31, 2024
(Dollar amounts in millions)
Amount
% of total
commercial loans
Amount
% of total
commercial loans
Amount change
Percent change
Commercial:
Commercial and industrial
Owner-occupied
Municipal
Leasing
Total commercial
Our commercial loan portfolio spans a broad range of industries and generally carries maturities of one to five years, with amortization schedules determined by the nature of the underlying collateral and guarantees. These loans are typically structured to meet diverse financing needs and may take the form of seasonal, term, working capital, or
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bridge loans, offered as revolving and non-revolving lines of credit, amortizing term loans, guidance facilities, or single-payment loans. Loan agreements typically include covenants requiring borrowers to provide periodic financial statements, enabling ongoing monitoring of business performance, leverage, debt service coverage, and liquidity.
The underwriting process for commercial loans primarily focuses on a comprehensive evaluation of management quality, financial performance, industry dynamics, sponsorship (where applicable), and transaction structure. Credit enhancements are generally secured through collateral and guarantees from the owners or sponsors. Prospective cash flows are stress-tested under various downside scenarios, including revenue decline, margin compression, and interest rate volatility.
The following schedule presents the geographic distribution of our commercial lending portfolio, based on the location of the primary borrower.
COMMERCIAL LENDING BY GEOGRAPHY
December 31, 2025
December 31, 2024
(Dollar amounts in millions)
Amount
total
Nonaccrual loans
Amount
total
Nonaccrual loans
Commercial
Arizona
California
Colorado
Nevada
Texas
Utah/Idaho
Washington/Oregon
Other 1
Total commercial
1 No other geography exceeds 2.1% and 2.6% for December 31, 2025 and December 31, 2024, respectively.
The following schedule presents the industry distribution of our commercial lending portfolio, classified based on the North American Industry Classification System.
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COMMERCIAL LENDING BY INDUSTRY
December 31, 2025
December 31, 2024
(Dollar amounts in millions)
Amount
total
Nonaccrual loans
Amount
total
Nonaccrual loans
Real estate, rental, and leasing
Retail trade
Manufacturing
Healthcare and social assistance
Finance and insurance
Public Administration
Wholesale trade
Utilities 1
Transportation and warehousing
Construction
Hospitality and food services
Mining, quarrying, and oil and gas extraction
Educational services
Other Services (except Public Administration)
Professional, scientific, and technical services
Other 2
Total
1 Includes primarily utilities, power, and renewable energy.
2 No other industry group exceeds 3.2% and 3.4% for December 31, 2025 and December 31, 2024, respectively.
As previously noted, our commercial lending portfolio is well-diversified across both geographic regions and industry sectors. In light of increased investor interest in loans extended to NDFIs, we provide the following information regarding these exposures within our commercial lending portfolio.
Loans to Nondepository Financial Institutions
NDFIs encompass a wide range of financial entities that provide services similar to those of traditional banking institutions, but do not accept public deposits and are not generally subject to oversight by federal banking regulators. We provide financing to NDFIs, including mortgage intermediaries, business development companies (“BDCs”), private equity funds, consumer credit platforms, and other financial entities.
We regularly monitor NDFI exposures through borrower-level hold limits, perform stress testing of underlying portfolios, verify compliance with applicable regulatory requirements, review portfolio quality, and assess liquidity and capital adequacy.
Our NDFI portfolio is diversified across various lending segments and asset classes, including:
• Mortgage credit intermediaries — Loans to mortgage companies engaged in residential or commercial mortgage origination and servicing; special purpose entities supporting mortgage-related securitization activities, such as real estate investment trusts (“REITs”) and collateralized debt obligations.
• Business credit intermediaries — Loans to finance companies, direct lenders, private debt funds, equipment leasing companies, BDCs, SBICs, senior loan funds, and other nonbank business lenders.
• Private equity funds — Capital call commitment and subscription-based facilities extended to private equity, venture capital, and other general partnership funds.
• Consumer credit intermediaries — Loans to nonbank consumer secured and unsecured lending platforms, as well as special purposes entities, finance companies, direct lenders, private debt funds, equipment leasing companies, or other financial intermediaries whose underlying assets primarily consist of consumer loans.
• Other — Loans to insurance companies, investment banks, broker-dealers, publicly listed investment funds, hedge funds, family offices, and other investment firms and financial vehicles.
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At December 31, 2025, loans to NDFIs totaled approximately $2.0 billion, representing 6.3% of total commercial loans and 3.3% of total loans, a decrease from $2.4 billion, or 7.6% of total commercial loans and 4.0% of total loans, at December 31, 2024.
The following schedule presents the composition of our NDFI lending portfolio:
NDFI LENDING PORTFOLIO
December 31, 2025
December 31, 2024
(Dollar amounts in millions)
Amount
total
Nonaccrual loans
Amount
total
Nonaccrual loans
Mortgage credit intermediaries
Business credit intermediaries 1
Private equity funds
Consumer credit intermediaries
Other financial institutions 1
Total NDFI portfolio
1 Balances as of December 31, 2025 reflect an updated categorization of NDFI loans based on industry and purpose, compared with balances at December 31, 2024. This resulted in the reclassification of certain loans primarily from “Other financial institutions” to “Business credit intermediaries.”
The following schedule presents NDFI loan credit quality metrics:
NDFI LOAN CREDIT QUALITY
(Dollar amounts in millions)
December 31, 2025
December 31, 2024
Credit quality metrics
Criticized loan ratio
Classified loan ratio
Nonaccrual loan ratio
Delinquency ratio
Ratio of NDFI net charge-offs 1 (recoveries) to average loans
Ratio of allowance for credit losses to NDFI loans, at period end
1 Total NDFI net charge-offs primarily included a $50 million charge-off recorded in the third quarter of 2025 associated with revolving lines of credit extended to two related commercial borrowers to finance the origination and purchase of commercial and residential mortgages. This resulted from a review of the borrowers, guarantors, and associated collateral, which identified apparent irregularities and misrepresentations. As a result, legal action has been initiated to pursue recovery of the outstanding amounts owed from the guarantors of the credits.
Commercial Real Estate Lending
The following schedule presents the composition of our CRE lending portfolio:
COMMERCIAL REAL ESTATE LENDING PORTFOLIO
December 31, 2025
December 31, 2024
(Dollar amounts in millions)
Amount
% of total
CRE loans
Amount
% of total
CRE loans
Amount change
Percent change
Commercial real estate:
Term
Construction and land development
Total commercial real estate
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Term CRE loans typically have maturities ranging from three to seven years and may incorporate full, partial, or non-recourse guarantee structures. Standard term CRE loan arrangements generally include annually tested operating covenants, requiring loan rebalancing based on minimum debt service coverage, debt yield, or loan-to-value (“LTV”) ratios.
Construction and land development loans generally mature within 18 to 36 months and may involve full or partial recourse guarantees. These loans often include one- to five-year extension options or roll-to-permanent features, which commonly convert into term loans upon completion.
Underwriting for commercial properties primarily emphasizes the economic viability of the project, while also giving considerable weight to the sponsor's creditworthiness and experience. Owners are generally required to contribute their equity prior to any loan advances. Loan agreements frequently include remargining provisions—requiring additional equity infusions if the collateral's value or cash flow declines—as well as sponsor guarantees.
Underwriting for residential construction and development loans incorporates many of the same requirements applied to commercial projects, including the developer's creditworthiness and experience, up-front equity contributions, principal curtailment provisions, and overall project viability. Additional considerations include anticipated market acceptance of the product, location quality, the developer's financial strength, and their ability to maintain budget discipline.
Routine progress inspections by qualified independent inspectors are conducted prior to each loan disbursement. Advance rates are determined based on the collateral quality, project viability, and sponsor creditworthiness, with exceptions granted on a case-by-case basis.
Appraisals are performed in compliance with applicable regulatory standards. In certain cases, automated valuation reports or internal evaluations may be utilized. An appraisal is ordered and reviewed prior to loan closing, and a new appraisal or evaluation is typically obtained when market conditions indicate a potential decline in collateral value, or when a loan is modified, renewed, or exhibits signs of credit deterioration.
For CRE loans, the LTV ratio is calculated by dividing the outstanding loan balance by the most recent appraised collateral value. At December 31, 2025, the weighted average LTV ratio for our term CRE portfolio was below 60%.
Loan agreements require regular submission of financial information related to both the project and the sponsor. This includes lease schedules, rent rolls, and, for construction projects, independent progress inspection reports. We actively monitor this financial information to verify compliance with the covenants outlined in the loan agreement.
The presence of a guarantee that improves repayment likelihood is factored into the assessment of expected losses on CRE loans. When guarantor support is measurable and properly documented, it is incorporated into projected cash flows and liquidity available for debt service. Our expected loss methodology accounts for these additional repayment sources.
As part of our credit extension process, we typically obtain and review updated financial information for the guarantor. The scope and frequency of financial reporting collected and analyzed vary based on contractual requirements, transaction size, and the guarantor's financial strength.
In the event of default, we pursue all available sources of repayment, including collateral and guarantors. Several factors influence the decision to enforce a guarantor obligation, such as the value and liquidity of other repayment sources (e.g., collateral), the guarantor's financial strength and liquidity, applicable statutory limitations, and the cost-benefit analysis of pursuing the guarantee relative to the potential recovery amount.
The following schedule presents the geographic distribution of our CRE lending portfolio, based on the location of the primary collateral:
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COMMERCIAL REAL ESTATE LENDING BY GEOGRAPHY
December 31, 2025
December 31, 2024
(Dollar amounts in millions)
Amount
total
Nonaccrual loans
Amount
total
Nonaccrual loans
Commercial real estate
Arizona
California
Colorado
Nevada
Texas
Utah/Idaho
Washington/Oregon
Other
Total commercial real estate
The following schedule presents our CRE lending portfolio, categorized by the type of collateral:
COMMERCIAL REAL ESTATE LENDING BY COLLATERAL TYPE
December 31, 2025
December 31, 2024
(Dollar amounts in millions)
Amount
total
Nonaccrual loans
Amount
total
Nonaccrual loans
Commercial property
Multifamily
Industrial
Office
Retail
Hospitality
Land
Other 1
Residential property 2
Single family
Land
Condo/Townhome
Other 1
Total
1 Included in the total amount of the “Other” commercial and residential categories was approximately $232 million and $342 million of unsecured loans at December 31, 2025 and 2024, respectively.
2 Residential property consists primarily of loans provided to commercial homebuilders for land, lot, and single-family housing developments.
As previously noted, our CRE lending portfolio is diversified by both geography and collateral type, with the largest concentration in multifamily properties. Given the recent investor interest in multifamily, industrial, and office collateral types, we have provided additional analysis of these segments within our CRE portfolio below.
Multifamily CRE
At both December 31, 2025 and 2024, our multifamily CRE loan portfolio totaled $4.0 billion, representing 30% of the total CRE loan portfolio. Approximately 47% of the multifamily CRE loan portfolio is scheduled to mature within the next 12 months. We anticipate that most of these borrowers will successfully refinance at maturity—either through the Bank or other lenders—supported by strong property cash flows, appropriate LTVs, sufficient equity positions, and guarantor backing. The following schedule presents the composition of our multifamily CRE loan portfolio, along with related credit quality metrics:
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MULTIFAMILY CRE LOAN PORTFOLIO
(Dollar amounts in millions)
December 31, 2025
December 31, 2024
Multifamily CRE
Term
Construction and land development
Total multifamily CRE
Credit quality metrics
Criticized loan ratio
Classified loan ratio
Nonaccrual loan ratio
Delinquency ratio
Ratio of multifamily CRE net charge-offs (recoveries) to average loans
Ratio of allowance for credit losses to multifamily CRE loans, at period end
Weighted average LTV for multifamily term CRE loans
The following schedules present our multifamily CRE loan portfolio, categorized by collateral location for the periods presented:
MULTIFAMILY CRE LOAN PORTFOLIO BY COLLATERAL LOCATION
December 31, 2025
Loan Type
(Dollar amounts in millions)
Term
Construction and land development
Total
total
Nonaccrual loans
Multifamily CRE
Arizona
California
Colorado
Nevada
Texas
Utah/Idaho
Washington/Oregon
Other
Total multifamily CRE
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December 31, 2024
Loan Type
(Dollar amounts in millions)
Term
Construction and land development
Total
total
Nonaccrual loans
Multifamily CRE
Arizona
California
Colorado
Nevada
Texas
Utah/Idaho
Washington/Oregon
Other
Total multifamily CRE
Industrial CRE
At December 31, 2025 and 2024, our industrial CRE loan portfolio totaled $3.0 billion, representing 23% and 22% of the total CRE loan portfolio, respectively. Approximately 34% of the industrial CRE loan portfolio is scheduled to mature within the next 12 months. We anticipate that most of these borrowers will successfully refinance at maturity—either through the Bank or other lenders—supported by strong property cash flows, appropriate LTVs, sufficient equity positions, and guarantor backing.
The following schedule presents the composition of our industrial CRE loan portfolio and other related credit quality metrics:
INDUSTRIAL CRE LOAN PORTFOLIO
(Dollar amounts in millions)
December 31, 2025
December 31, 2024
Industrial CRE
Term
Construction and land development
Total industrial CRE
Credit quality metrics
Criticized loan ratio
Classified loan ratio
Nonaccrual loan ratio
Delinquency ratio
Ratio of industrial CRE net charge-offs (recoveries) to average loans
Ratio of allowance for credit losses to industrial CRE loans, at period end
Weighted average LTV for industrial term CRE loans
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The following schedules present our industrial CRE loan portfolio, categorized by collateral location for the periods presented:
INDUSTRIAL CRE LOAN PORTFOLIO BY COLLATERAL LOCATION
December 31, 2025
Loan Type
(Dollar amounts in millions)
Term
Construction and land development
Total
total
Nonaccrual loans
Industrial CRE
Arizona
California
Colorado
Nevada
Texas
Utah/Idaho
Washington/Oregon
Other
Total industrial CRE
December 31, 2024
Loan Type
(Dollar amounts in millions)
Term
Construction and land development
Total
total
Nonaccrual loans
Industrial CRE
Arizona
California
Colorado
Nevada
Texas
Utah/Idaho
Washington/Oregon
Other
Total industrial CRE
Office CRE
At December 31, 2025 and 2024, our office CRE loan portfolio totaled $1.7 billion and $1.8 billion, respectively, representing 13% of the total CRE loan portfolio in both periods. Approximately 26% of the office CRE loan portfolio is scheduled to mature within the next 12 months. We anticipate that most of these borrowers will successfully refinance at maturity—either through the Bank or other lenders—supported by strong property cash flows, appropriate LTVs, sufficient equity positions, and guarantor backing.
The following schedule presents the composition of our office CRE loan portfolio and other related credit quality metrics:
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OFFICE CRE LOAN PORTFOLIO
(Dollar amounts in millions)
December 31, 2025
December 31, 2024
Office CRE
Term
Construction and land development
Total office CRE
Credit quality metrics
Criticized loan ratio
Classified loan ratio
Nonaccrual loan ratio
Delinquency ratio
Ratio of office CRE net charge-offs (recoveries) to average loans
Ratio of allowance for credit losses to office CRE loans, at period end
Weighted average LTV for office term CRE loans
The following schedules present our office CRE loan portfolio, categorized by collateral location for the periods presented:
OFFICE CRE LOAN PORTFOLIO BY COLLATERAL LOCATION
December 31, 2025
Loan Type
(Dollar amounts in millions)
Term
Construction and land development
Total
total
Nonaccrual loans
Office CRE
Arizona
California
Colorado
Nevada
Texas
Utah/Idaho
Washington/Oregon
Other
Total office CRE
December 31, 2024
Loan Type
(Dollar amounts in millions)
Term
Construction and land development
Total
total
Nonaccrual loans
Office CRE
Arizona
California
Colorado
Nevada
Texas
Utah/Idaho
Washington/Oregon
Other
Total office CRE
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Consumer Lending
The following schedule presents the composition of our consumer lending portfolio:
CONSUMER LENDING PORTFOLIO
December 31, 2025
December 31, 2024
(Dollar amounts in millions)
Amount
% of total
consumer loans
Amount
% of total
consumer loans
Amount change
Percent change
Consumer:
1-4 family residential
Home equity credit line
Construction and other consumer real estate
Bankcard and other revolving plans
Other
Total consumer
1-4 Family Residential Mortgages
We originate first-lien residential home mortgage loans that are considered prime quality. At December 31, 2025, our 1-4 family residential mortgage loan portfolio totaled $10.5 billion, or 66%, of our total consumer loan portfolio, compared with $9.9 billion, or 66%, at December 31, 2024.
At December 31, 2025 and December 31, 2024, approximately 89% and 90%, respectively, of our 1-4 family residential mortgage loan portfolio consisted of variable-rate loans. We generally retain variable-rate loans in our loan portfolio and sell conforming fixed-rate loans to third parties, including the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. In connection with these sales, we provide customary representations and warranties affirming that the loans satisfy specified underwriting standards and collateral documentation requirements.
Home Equity Credit Lines
We also originate home equity credit lines (“HECLs”). At December 31, 2025 and December 31, 2024, our HECL portfolio totaled $4.0 billion, and $3.6 billion, respectively. Approximately 34% and 37% of these HECLs were secured by first liens for the respective periods.
At December 31, 2025, loans representing less than 1% of the outstanding HECL portfolio balance were estimated to have combined loan-to-value (“CLTV”) ratios exceeding 100%. The estimated CLTV ratio is calculated by dividing the sum of our loan and any prior lien amounts divided by the estimated current collateral value. At origination, underwriting standards for the HECL portfolio generally require a maximum CLTV of 80% and a Fair Isaac Corporation (“FICO”) credit score above 700.
At December 31, 2025, approximately 93% of our HECL portfolio remained in the draw period, with about 22% of those loans scheduled to begin amortizing within the next five years. We believe the risk of loss or borrower default upon full amortization, as well as the impact of significant interest rate changes, is low due to the rate shock analysis performed at origination.
The ratio of HECL net charge-offs (recoveries) for the trailing twelve months to average balances was 0.01% at December 31, 2025, compared with 0.00% at December 31, 2024. For additional information regarding the credit quality of the HECL portfolio, see Note 6 of the Notes to Consolidated Financial Statements.
The following schedule presents the geographic distribution of our consumer lending portfolio, based on the location of the primary borrower:
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CONSUMER LENDING BY GEOGRAPHY
December 31, 2025
December 31, 2024
(Dollar amounts in millions)
Amount
total
Nonaccrual loans
Amount
total
Nonaccrual loans
Consumer
Arizona
California
Colorado
Nevada
Texas
Utah/Idaho
Washington/Oregon
Other
Total consumer
Credit Quality
We monitor credit quality by assessing multiple factors, including nonperforming status, internal risk grades, and net charge-offs. These metrics are integral to our overall evaluation of the adequacy of the ACL. For more information on these factors and the ACL, see Note 6 of the Notes to Consolidated Financial Statements.
Nonperforming Assets
Nonperforming assets include nonaccrual loans and OREO, or foreclosed properties. The following schedule presents the composition of our nonperforming assets:
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NONPERFORMING ASSETS
(Dollar amounts in millions)
December 31,
Nonaccrual loans:
Commercial:
Commercial and industrial
Owner-occupied
Municipal
Leasing
Commercial real estate:
Term
Construction and land development
Consumer:
Real estate
Other
Total nonaccrual loans
Other real estate owned 1 :
Commercial:
Commercial properties
Developed land
Land
Residential:
1-4 family
Total other real estate owned
Total nonperforming assets
Accruing loans past due 90 days or more:
Commercial
Commercial real estate
Consumer
Total accruing loans past due 90 days or more
Nonaccrual loans current as to principal and interest payments:
Commercial
Commercial real estate
Consumer
Total nonaccrual loans current as to principal and interest payments
Ratio of nonperforming assets to net loans and leases 2 and other real estate owned
Ratio of accruing loans past due 90 days or more to net loans and leases 2
Ratio of nonperforming assets 2 and accruing loans past due 90 days or more to loans and leases 2 and other real estate owned 1
Ratio of nonaccrual loans 1 current as to principal and interest payments
1 Does not include banking premises held for sale.
2 Includes loans held for sale.
Nonperforming assets totaled $320 million, or 0.52%, of total loans and leases and other real estate owned at December 31, 2025, compared with $298 million, or 0.50%, at December 31, 2024. Nonperforming assets increased primarily within the commercial owner-occupied, term CRE, and consumer 1-4 family residential loan portfolios, partially offset by a decline in the commercial and industrial portfolio. For more information on nonaccrual loans, see Note 6 of the Notes to Consolidated Financial Statements.
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Classified Loans
Classified loans are considered loans with well-defined weaknesses and are assigned using our internal risk grade definitions of substandard and doubtful, which are consistent with regulatory risk classifications. The following schedule presents our classified loans by loan segment:
CLASSIFIED LOANS
(Dollar amounts in millions)
December 31,
December 31,
Commercial
Commercial real estate
Consumer
Total classified loans
Ratio of classified loans to total loans and leases
Classified loans totaled $2.4 billion, or 3.91% of total loans and leases, at December 31, 2025, compared with $2.9 billion, or 4.83%, at December 31, 2024. The year-over-year decline was primarily driven by reductions in classified CRE exposures, largely attributable to loan payoffs. The loss content of our CRE loan portfolio continues to be mitigated by strong underwriting, supported by significant borrower equity and guarantor support. As a result, our CRE nonperforming assets and net charge-offs have remained relatively low.
Allowance for Credit Losses
The ACL comprises both the ALLL and the RULC and represents our estimate of current expected credit losses related to the loan and lease portfolio and unfunded lending commitments as of the balance sheet date.
We estimate current expected credit losses using econometric loss models that incorporate historical credit loss experience, prevailing economic conditions, and multiple forward-looking economic scenarios. These scenarios—including optimistic, baseline, and stressed conditions—are weighted to produce the quantitative component of the ACL, and management may adjust the weightings based on its assessment of current economic conditions and reasonable and supportable forecasts. Because economic forecasts may not always align with observed credit quality trends, changes in the ACL may not necessarily correspond directionally with changes in credit quality.
Additionally, we consider qualitative and environmental factors that may indicate actual losses could differ from amounts estimated by the quantitative models. The influence of these factors on the ACL may vary from quarter to quarter. During 2025, the qualitative portion of the ACL decreased primarily due to reduced CRE portfolio-specific risks, leading us to assign lesser weight to stressed economic assumptions for that portfolio.
The following schedules present the changes in, and allocation of, the ACL:
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CHANGES IN THE ALLOWANCE FOR CREDIT LOSSES
Year Ended December 31,
(Dollar amounts in millions)
Loans and leases outstanding,
Average loans and leases outstanding:
Commercial
Commercial real estate
Consumer
Total average loans and leases outstanding
Allowance for loan and lease losses:
Balance at beginning of year
Provision for loan losses
Charge-offs:
Commercial
Commercial real estate
Consumer
Total
Recoveries:
Commercial
Commercial real estate
Consumer
Total
Net loan and lease charge-offs
Balance at end of year
Reserve for unfunded lending commitments:
Balance at beginning of year
Provision for unfunded lending commitments
Balance at end of year
Total allowance for credit losses:
Allowance for loan and lease losses
Reserve for unfunded lending commitments
Total allowance for credit losses
Ratio of allowance for credit losses to net loans and leases
Ratio of allowance for credit losses to nonaccrual loans
Ratio of allowance for credit losses to nonaccrual loans and accruing loans past due 90 days or more
Ratio of total net charge-offs to average total loans and leases
Ratio of commercial net charge-offs to average commercial loans
Ratio of commercial real estate net charge-offs to average commercial real estate loans
Ratio of consumer net charge-offs to average consumer loans
ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES
December 31,
(Dollar amounts in millions)
% of total loans
Allocation of ACL
% of total loans
Allocation of ACL
% of total loans
Allocation of ACL
Loan segment
Commercial
Commercial real estate
Consumer
Total
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For further discussion regarding changes in the ACL, see “The Allowance and Provision for Credit Losses” section on page 40. For additional details concerning the ACL and credit trends within each portfolio segment, see Note 6 of the Notes to Consolidated Financial Statements.
Interest Rate and Market Risk Management
Interest rate and market risk refer to the potential for adverse impacts on current or future earnings and capital arising from changes in interest rates and other market conditions. Given our involvement in transactions with a broad range of financial instruments, we are inherently exposed to these risks.
The Board approves key policies governing the management of financial risks, including interest rate and market risk. Responsibility for managing these risks has been delegated to the Asset Liability Committee (“ALCO”), which is composed of members of management. ALCO establishes and periodically updates policy limits and reviews, in coordination with the ROC, the limits and any exceptions reported by management.
We actively manage our exposure to interest rate fluctuations by positioning the balance sheet to reduce volatility in both net interest income and the economic value of equity (“EVE”). Given that a significant portion of our balance sheet funding is derived from non-maturity deposit products, we rely on behavioral models and assumptions to forecast the sensitivity of earnings to interest rate movements. These models and assumptions are subject to ongoing performance monitoring and refinement.
When observed deposit behavior diverges from model expectations, the models are updated accordingly, with greater emphasis placed on recently observed behavior. All model changes are independently reviewed by our Model Risk Management function.
Our deposit-behavior models incorporate assumptions about the correlation between the rates paid on interest-bearing deposits and fluctuations in average benchmark interest rates. This is commonly referred to as “deposit beta.” Certificates of deposit are typically modeled with a higher degree of correlation, whereas interest-bearing checking accounts are assumed to exhibit a lower sensitivity to rate changes.
Many consumer and business deposit accounts have historically demonstrated stability and limited sensitivity to rate changes, resulting in a longer duration relative to our loan portfolio. As a result, our balance sheet has typically been “asset-sensitive,” meaning that assets are expected to reprice more quickly or more significantly than our liabilities. Measures of asset sensitivity are particularly influenced by changes in deposit modeling assumptions.
To manage interest rate risk, we regularly employ a combination of interest rate derivatives, investments in fixed-rate securities, and funding strategies. Collectively, these tools help moderate the expected sensitivity of net interest income and EVE to changes in interest rates.
The following schedule presents deposit duration assumptions discussed previously:
DEPOSIT ASSUMPTIONS
December 31, 2025
December 31, 2024
Product
Effective duration
(-200 bps)
Effective duration (unchanged)
Effective duration
(+200 bps)
Effective duration
(-200 bps)
Effective duration (unchanged)
Effective duration
(+200 bps)
Demand deposits
Money market
Savings and interest-bearing checking
As previously discussed, we utilize derivative instruments to manage interest rate risk. The following schedule presents derivatives designated in qualifying hedging relationships, as well as certain derivatives used as economic hedges that are not designated as accounting hedges, at December 31, 2025. It includes the average outstanding derivative notional amounts for each reporting period presented and the weighted-average fixed rates paid or received across cash flow and fair value hedge categories. For more information regarding our hedge accounting strategies and the impact of these hedging relationships on interest income and expense, see Note 7 of the Notes to Consolidated Financial Statements.
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DERIVATIVES DESIGNATED IN QUALIFYING HEDGING RELATIONSHIPS AND CERTAIN ECONOMIC HEDGES
(Dollar amounts in millions)
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Cash flow hedges
Cash flow hedges of assets 1
Average outstanding notional 2
Weighted-average fixed-rate received
Fair value hedges
Fair value hedges of debt 3
Average outstanding notional 2
Weighted-average fixed-rate received
Fair value hedges of assets 4
Average outstanding notional 2
Weighted-average fixed-rate paid
1 Cash flow hedges of assets consist of receive-fixed interest rate swaps used to hedge pools of floating-rate loans. This category also includes certain short-dated interest rate futures executed as economic hedges of floating-rate loans but not designated as accounting hedges. Gains and losses from these economic hedges are recorded in interest income.
2 Notional amounts for forward-starting derivatives are excluded until the trades become effective.
3 Fair value hedges of debt consist of receive-fixed swaps that hedge fixed-rate subordinated notes and senior notes.
4 Fair value hedges of assets consist of pay-fixed swaps that hedge fixed-rate AFS securities and fixed-rate commercial loans.
At December 31, 2025, we had $37 million of net losses deferred in accumulated other comprehensive income (“AOCI”) related to terminated cash flow hedges. These deferred amounts are amortized into interest income on a straight-line basis over the original maturity periods of the respective hedges, provided the forecasted transactions are expected to occur.
The following schedule presents the amounts deferred in AOCI from terminated cash flow hedges, which are expected to be fully reclassified into interest income by the fourth quarter of 2027:
SCHEDULED OCI AMORTIZATION FOR TERMINATED CASH FLOW HEDGES
(In millions)
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Cash flow hedges
Cash flow hedges of assets
Periodic amortization of deferred losses
Earnings at Risk (EaR) and Economic Value of Equity (EVE)
Incorporating our deposit assumptions, the effects of derivatives designated in qualifying hedging relationships, and certain short-dated economic hedges, the following schedule presents our earnings at risk (“EaR”), which we define as the percentage change in projected 12-month net interest income and the estimated percentage change in EVE. Both EaR and EVE are based on a static balance sheet and reflect instantaneous, parallel shifts in interest rates ranging from -200 to +200 bps. These metrics are intended to illustrate the sensitivity of net interest income and equity value to changes in interest rates across a range of scenarios and should not be interpreted as forecasts of expected net interest income.
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INCOME SIMULATION – CHANGE IN NET INTEREST INCOME AND CHANGE IN ECONOMIC VALUE OF EQUITY
December 31, 2025
December 31, 2024
Parallel shift in rates (in bps) 1
Parallel shift in rates (in bps) 1
Repricing scenario
Earnings at Risk
(EaR)
Economic Value of Equity
(EVE)
1 Assumes rates do not decline below zero in the negative rate shifts.
Asset sensitivity, as measured by EaR, declined during 2025, primarily due to shifts in the composition of funding balances. Under current deposit assumptions, interest rate risk remains within established policy limits. For interest-bearing deposits with indeterminable maturities, the weighted average modeled beta was 52%.
Prepayment assumptions are a key factor in the management of interest rate risk. Certain assets within our portfolio, such as 1-4 family residential mortgages and mortgage-backed securities, are subject to borrower-driven prepayments, which can significantly affect projected cash flows. At December 31, 2025 and 2024, estimated lifetime prepayment speeds for loans were 14.8% and 13.7%, respectively, reflecting the impact of declining mortgage rates. For mortgage-backed securities, estimated prepayment speeds were 7.0% for both periods.
Our EaR analysis primarily evaluates the impact of parallel rate shocks across the term structure of benchmark interest rates. Additionally, we perform non-parallel rate shock scenarios to identify potential risks that may not be captured under parallel rate assumptions. In these non-parallel rate scenarios, the most significant effects on EaR typically stem from movements in short-term interest rates.
EaR has inherent limitations in capturing anticipated changes in net interest income in changing interest rate environments, primarily due to timing mismatches in the repricing behavior of assets and liabilities. To address this, we provide measures of “latent” and “emergent” interest rate sensitivity, which compare current-quarter net interest income with projected net interest income for the same quarter one year forward. Unlike EaR, which assesses net interest income variability over a 12-month horizon, latent and emergent sensitivity metrics provide additional insight into near-term earnings dynamics amid changing rate conditions. As previously noted, these measures are intended to illustrate the sensitivity of net interest income and equity value to changes in interest rates across a range of scenarios and should not be interpreted as forecasts of expected net interest income.
Latent interest rate sensitivity captures anticipated changes in net interest income driven by prior interest rate movements that have not yet been fully reflected in current revenue but are expected to materialize in the near term, assuming no changes in interest rates and a static balance sheet. Latent sensitivity is projected to increase net interest income by approximately 7.0% for 2026, compared with 2025.
Emergent interest rate sensitivity reflects the projected incremental changes in net interest income resulting from future interest rate movements, measured relative to the latent level of net interest income. Assuming interest rates follow the forward curve at December 31, 2025, emergent sensitivity is modeled to reduce net interest income by approximately 2.8% from the latent level, yielding a cumulative increase of 4.2% in net interest income for 2026, compared with 2025. Under a parallel interest rate shock of +/- 100 bps to the implied forward rate path, cumulative net interest income sensitivity is projected to range between 0.5% and 9.8%.
Our strategic focus on business banking plays a significant role in our asset-liability management approach. At December 31, 2025, $30.5 billion of commercial and CRE loans were scheduled to reprice within the next six months. To manage the interest rate exposure associated with these variable-rate loans, we had $2.8 billion in notional of receive-fixed swaps designated as cash flow hedges, as well as $4.0 billion in notional of short-dated Secured Overnight Financing Rate (“SOFR”) futures. Additionally, at December 31, 2025, $4.7 billion in variable-rate consumer loans were also scheduled to reprice within the same period. For additional information regarding derivative instruments, see Notes 3 and 7 of the Notes to Consolidated Financial Statements.
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Fixed Income
We are subject to market risk arising from fluctuations in the fair value of financial instruments, including trading securities and interest rate swaps used to hedge interest rate exposure. Our underwriting activities include municipal and corporate securities, and we actively trade in municipal, agency, and U.S. Treasury securities. These activities expose us to potential losses resulting from adverse price movements in fixed-income markets.
Changes in the fair value of AFS securities and interest rate swaps that qualify as cash flow hedges are recognized in AOCI each reporting period. For additional information on investment securities and AOCI, refer to the “Capital Management” section on page 80. For more information on the accounting treatment of investment securities, see Note 5 of the Notes to Consolidated Financial Statements.
Equity Investments
Through our equity investment activities, we hold both publicly traded equity securities and non-marketable equity securities in governmental entities and institutions, such as the FRB and the FHLB. Depending on our ownership interest and level of influence over an investee’s operations, equity investments may be accounted for using various methods, including cost less impairment (adjusted for observable price changes), fair value, the equity method, or proportional or full consolidation. Regardless of the accounting method, the value of these investments is subject to fluctuations, and we may incur losses if the fair value declines below the acquisition cost. The Equity Investments Committee and Securities Valuation Committee are responsible for evaluating, monitoring, and approving equity investments in both private and public companies.
We hold investments primarily in pre-public companies, largely through a variety of SBIC funds. This investment strategy is intended to support the financing, growth, and expansion of diverse businesses, generally within our geographic footprint. At December 31, 2025 and 2024, our equity exposure to these investments totaled approximately $271 million and $204 million, respectively.
Occasionally, companies within our SBIC portfolio may complete an initial public offering (“IPO”), which introduces additional market risk due to post-IPO lock-up restrictions. In the second quarter of 2025, one of our SBIC investments successfully completed an IPO. This investment is marked-to-market until our shares have been fully divested. For additional information regarding the valuation of SBIC investments, see Note 3 of the Notes to Consolidated Financial Statements.
Liquidity Risk Management
Liquidity refers to our ability to meet cash, contractual, and collateral obligations while effectively managing both anticipated and unanticipated cash flow requirements without negatively impacting our operations or financial strength. We manage liquidity to provide funding for customer credit needs, financial and contractual commitments, and other corporate activities. Our primary sources of liquidity include deposits, borrowings, equity, and the repayment or sale of assets such as loans and investment securities. Investment securities are primarily held as a source of contingent liquidity and are generally comprised of instruments that can be readily converted to cash through secured borrowing arrangements, with the securities pledged as collateral.
Our Treasury group is responsible for managing liquidity and funding under the oversight of ALCO. The Treasurer recommends changes to existing funding plans and liquidity and funding policies, which are submitted to ALCO for approval. Policy changes also require approval from the ERMC and the Board. In addition, we maintain and regularly test a contingency funding plan designed to identify potential sources and uses of liquidity.
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Our Board-approved liquidity policy requires continuous monitoring and maintenance of adequate liquidity, diversification of funding sources, and proactive planning for future funding needs. In alignment with this policy, we conduct regular liquidity stress tests and assess our portfolio of highly liquid assets to help maintain coverage of funding requirements under stressed scenarios. These stress tests incorporate projections of funding maturities, anticipated uses of funds, and assumptions regarding deposit runoff. Assumptions consider factors such as deposit account size, operational characteristics, depositor type, and concentrations of funding sources, including large depositors and uncollateralized deposits exceeding insured limits. Highly concentrated funding sources are assigned elevated runoff factors—up to 100%—when modeling stressed funding needs. Liquidity stress testing spans multiple time horizons, from overnight to 12 months. The policy further requires us to maintain sufficient on-balance sheet liquidity, including FRB reserve balances and other highly liquid assets, to meet projected stressed outflows.
We maintain a dedicated funding desk that monitors real-time inflows and outflows within our FRB account. To manage intraday liquidity, we utilize tools such as ready access to repo markets and FHLB advances. FHLB borrowings may be structured as short-term or open-term, providing flexibility to retain or return funds based on liquidity requirements. Additionally, we pledge collateral to the FRB’s primary credit facility (discount window) and a significant portion of our highly liquid investment securities portfolio through the General Collateral Funding (“GCF”) repo program. This program allows us to pledge high-quality collateral and exchange funds anonymously with other participants, providing near-instant access to funding during market hours.
In 2025, the primary sources of cash included a decrease in investment securities, net cash provided by operating activities, a decrease in money market investments, and proceeds from the issuance of long-term debt. The primary uses of cash during the same period included an increase in loans and leases, a decrease in brokered deposits, and a decrease in short-term borrowings. Cash payments for interest, reflected in operating expenses, totaled $1.6 billion and $1.9 billion during 2025 and 2024, respectively.
The FHLB and FRB remain important sources of contingent liquidity and funding. As a member of the FHLB of Des Moines, we have the ability to borrow against eligible loans and securities to meet liquidity and funding needs. To preserve this borrowing capacity, we are required to maintain investments in both FHLB and FRB stock. At December 31, 2025, our total investment in FHLB and FRB stock was $100 million and $54 million, respectively, compared with $124 million and $65 million at December 31, 2024. The average FHLB activity stock holdings in 2025 were $183 million, compared with $85 million in 2024, contributing to an increase in dividends on FHLB activity stock during the year.
At December 31, 2025, loans with a carrying value of $25.2 billion and $18.0 billion were pledged at the FHLB and FRB, respectively, as collateral for current and potential borrowings, compared with $23.4 billion and $17.0 billion at December 31, 2024.
At December 31, 2025 and December 31, 2024, investment securities with carrying values of $17.5 billion and $17.9 billion, respectively, were pledged as collateral to support potential borrowings. These pledged securities included:
• $7.9 billion and $8.7 billion, respectively, designated for available use through the Fixed Income Clearing Corporation's GCF program and other repo programs;
• $4.5 billion and $4.7 billion, respectively, pledged to the FRB and FHLB in total; and
• $5.1 billion and $4.5 billion, respectively, pledged to secure public and trust deposits, advances, and other collateralized obligations.
A significant portion of these pledged assets is unencumbered, but remains pledged to provide immediate access to contingency funding sources. The following schedule presents our total available liquidity, including unused collateralized borrowing capacity:
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AVAILABLE LIQUIDITY
December 31, 2025
December 31, 2024
(Dollar amounts in billions)
FHLB
FRB 1
GCF 2
Total
FHLB
FRB 1
GCF 2
Total
Total borrowing capacity
Borrowings outstanding
Remaining capacity, at period end
Cash and due from banks
Interest-bearing deposits 3
Total available liquidity
Ratio of available liquidity to uninsured deposits
1 Represents borrowing capacity and borrowings outstanding at the Federal Reserve Bank discount window.
2 Includes $3.1 billion and $915 million pledged for use under other repo programs during the respective reporting periods.
3 Represents funds deposited by the Bank primarily at the Federal Reserve Bank.
At December 31, 2025, our total available liquidity was $44.6 billion, compared with $41.6 billion at December 31, 2024. At December 31, 2025, our sources of liquidity exceeded the estimated amount of uninsured deposits of $34.4 billion without the need to sell any investment securities.
Credit Ratings
General financial market and economic conditions affect our access to, and the cost of, external financing. Our ability to access funding markets is also directly influenced by the credit ratings assigned to us by various rating agencies. These ratings not only impact the costs associated with borrowings, but also influence the sources from which we can borrow. All credit rating agencies currently rate our debt at an investment-grade level. In November 2025, S&P upgraded its rating outlook on the Bank to “Stable” from “Negative.” There were no other changes to our credit ratings in 2025.
The following schedule presents our credit ratings:
CREDIT RATINGS
as of January 31, 2026:
Rating agency
Outlook
Long-term issuer/senior
debt rating
Subordinated debt rating
Short-term debt rating
Kroll
Stable
BBB+
Stable
BBB+
BBB
Fitch
Stable
BBB+
BBB
Moody’s
Stable
Baa2
We may periodically issue or redeem preferred stock, senior or subordinated notes, or other forms of capital or debt instruments based on our capital requirements, funding needs, asset-liability management objectives, or prevailing market conditions. Certain issuances may be subject to regulatory approval.
In the third quarter of 2025, we issued $500 million of 4.70% Fixed-to-Floating Senior Notes with a maturity date of August 18, 2028. In the fourth quarter of 2024, we issued $500 million of 6.82% Fixed-to-Floating Subordinated Notes due 2035 and fully redeemed the outstanding shares of our Series G, I, and J preferred stock, along with $88 million of 6.95% Fixed-to-Floating Subordinated Notes due 2028. On February 4, 2026, we issued $500 million of 4.48% Fixed-to-Floating Senior Notes, due 2029. We believe our available liquidity sources are sufficient to meet all reasonably foreseeable short- and intermediate-term obligations.
For additional information regarding capital actions, see “Capital Management” on page 80. For further discussion of a recent regulatory proposal that would expand long-term debt requirements and affect our sources of available liquidity, refer to “Regulatory Developments” within Supervision and Regulation on page 9.
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Contractual Obligations
The following schedule presents certain contractual obligations at December 31, 2025:
CONTRACTUAL OBLIGATIONS
(In millions)
One year or less
Over one year through three years
Over three years through five years
Over five years
Indeterminable maturity 1
Total
Deposits
Unfunded lending commitments
Standby letters of credit:
Financial
Performance
Commercial letters of credit
Commitments to make venture and other noninterest-bearing investments 2
Federal funds and other short-term borrowings
Long-term debt 3
Operating leases
Total contractual obligations
1 Indeterminable maturity deposits include noninterest-bearing demand deposits, savings accounts, and money market deposits.
2 Commitments to make venture and other noninterest-bearing investments do not have defined maturity dates. These commitments are payable on demand and may be drawn immediately; therefore, they are presented as having indeterminable maturities.
3 The amounts presented do not reflect the impact of associated fair value hedges.
In addition to the commitments and contractual obligations presented in the schedule above, we enter into various contractual arrangements in the ordinary course of business. These include agreements for software licensing and maintenance, telecommunications services, facilities maintenance and equipment servicing, supply procurement, and other goods and services essential to our operations. Certain contracts are renewable or cancellable on an annual basis or at shorter intervals; however, to secure favorable pricing, we may also enter into multi-year agreements.
We also enter into derivative contracts that may require cash settlements based on changes in interest rates. These contracts are recorded at fair value on the balance sheet, reflecting the net present value of expected future cash inflows and outflows based on current market interest rates. For further information regarding derivative contracts, see Note 7 of the Notes to Consolidated Financial Statements.
Operational, Technology, and Cybersecurity Risk Management
Operational Risk Management
Operational risk refers to the potential impact on current or anticipated earnings or capital arising from inadequate or failed internal processes or systems, human errors or misconduct, or adverse external events. ERM supports employees, management, and the Board in assessing, measuring, managing, and monitoring this risk in accordance with our Risk Management Framework. For example, we maintain documented control self-assessments related to financial reporting under the 2013 framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and FDICIA requirements.
To manage operational risk, we have implemented a comprehensive set of measures, including:
• Transactional documentation requirements to maintain accuracy and completeness.
• Systems and procedures for monitoring transactions and positions to detect anomalies promptly.
• Controls to identify and mitigate fraud attempts, system penetrations, unauthorized access to customer data, and denial-of-access service incidents affecting legitimate customers.
• Regulatory compliance reviews to maintain adherence to applicable laws and regulations.
• Periodic evaluations by Compliance Risk Management, Internal Audit, Operational Risk Management, and Credit Examination departments to validate control effectiveness.
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We have established reconciliation procedures to support data processing systems in consistently and accurately capturing critical information. Oversight of data integrity and availability is provided by our Enterprise Data & Analytics department. Additionally, we maintain disaster recovery and business continuity plans to sustain operations in the event of natural or other catastrophic events. Certain operational risks are further managed through insurance coverage, including errors and omissions and professional liability policies.
We are committed to continuously enhancing our operational risk management practices through proactive risk identification, risk and control self-assessments, business process mappings, regular control testing, and anti-fraud measures. These activities are routinely reported to enterprise management committees. Key metrics—such as operational losses, supplier risk, model risk, and change initiative risk—are established in accordance with our Risk Management Framework and overseen by Operational Risk Management. These metrics are incorporated into the Enterprise Risk Profile to monitor aggregated risks against board-established appetites. In addition, we regularly review and strengthen our enterprise business resiliency and fraud risk oversight programs.
Technology Risk Management
Technology risk refers to the potential adverse impact on business operations and customer experience resulting from reduced or denied availability, or inadequate value delivery, associated with technology applications, infrastructure, or processes. To manage these risks, we make significant investments to strengthen our technology capabilities and address technical debt arising from outdated and unsupported systems. These efforts include updating core banking platforms and enterprise applications, as well as implementing innovative digital solutions for customer engagement.
All technology projects, initiatives, and operational activities are governed by a change management framework designed to assess risks and minimize disruption to business processes and resource allocation. Proposed changes—such as new, expanded, or modified products and services, new lines of business, and other strategic initiatives—are subject to regular review and approval by the Change, Initiatives, and Technology Committee. This committee comprises senior executives, including the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technology and Operations Officer, and Chief Risk Officer. Risk assessments and change impact analyses conducted under this framework are reported to the ROC.
At the operational level, technology governance is managed by the Enterprise and Technology Operations (“ETO”) division to promote safety, soundness, operational resilience, and compliance with established technology policies. ETO management actively participates in enterprise architecture review boards and technology risk committees to evaluate ongoing objectives related to enterprise standards compliance, strategic alignment, end-of-life planning, audit and risk issue resolution, and asset management. Defined thresholds trigger escalation of associated risks to the ERMC and ROC committees as appropriate.
We have implemented a framework for the responsible use and oversight of AI, guided by established policies and standards, and overseen by the Data and AI Governance Committee. This committee—comprising senior leaders from risk, legal, technology, and data functions—sets policy, monitors risk and related events, and helps maintain adherence to regulatory and ethical standards.
AI use cases are subject to ongoing governance, risk assessment, and appropriate oversight to maintain compliance with applicable laws, ethical standards, and organizational policies. This process includes evaluating AI models for potential bias, transparency, and data privacy risks, as well as monitoring third-party AI solutions for contractual and regulatory compliance. Our governance framework requires that AI-enabled processes remain explainable and auditable, supported by controls designed to manage outcomes and escalate issues when necessary. These measures help mitigate the financial, operational, and reputational risks associated with AI adoption.
Cybersecurity Risk Management
Cybersecurity risk is the risk of adverse impacts to the confidentiality, integrity, and availability of data owned, stored, or processed by the Bank. For information about our approach to managing cybersecurity risk, see Part I, Item 1C. Cybersecurity on page 26.
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Capital Management
The Board is responsible for approving key policies related to capital management and has delegated the oversight of capital risk to the Capital Management Committee (“CMC”). Chaired by the Chief Financial Officer and comprising members of management, the CMC’s primary role is to recommend and administer Board-approved capital policies governing our capital strategy. Major responsibilities of the CMC include:
• Setting overall capital targets within the Board-approved Capital Policy, monitoring performance against policy limits, and recommending adjustments to capital structure, including dividends, common stock issuances and repurchases, subordinated debt, and other strategic actions to maintain well-capitalized levels.
• Maintaining an adequate capital buffer to withstand adverse stress scenarios while continuing to meet customer borrowing needs and ensuring access to wholesale funding, consistent with fiduciary responsibilities to depositors and bondholders.
• Evaluating capital adequacy, stress-testing results, and related indicators that influence our ability to maintain strong market confidence and flexible access to funding.
We believe maintaining a strong capital position is critical to achieving our key corporate objectives, sustaining profitability, and reinforcing confidence among depositors and investors. We focus on: (1) maintaining sufficient capital to support the current needs and growth of our businesses, aligned with our assessment of their potential to deliver shareholder value, and (2) meeting our obligations to depositors and bondholders while prudently managing capital distributions to shareholders through dividends and common stock repurchases.
We utilize stress testing as an important tool to inform our decisions on the appropriate level of capital to maintain, based on hypothetically stressed economic conditions, including the FRB’s supervisory severely adverse scenario. The timing and magnitude of capital actions are influenced by various factors, such as financial performance, business needs, prevailing and anticipated economic conditions, internal stress testing results, and approvals from both the Board and the OCC. Share repurchases may occur periodically in the open market or through privately negotiated transactions.
SHAREHOLDERS ’ EQUITY
(Dollar amounts in millions)
December 31,
December 31,
Amount change
Percent change
Shareholders’ equity:
Preferred stock
Common stock and additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total shareholders ’ equity
Total shareholders’ equity increased $1.1 billion, or 17%, to $7.2 billion at December 31, 2025, compared with $6.1 billion at December 31, 2024. In 2025, we repurchased 0.8 million common shares outstanding for $41 million, compared with 0.9 million common shares repurchased for $36 million in 2024. These amounts include shares acquired under both our publicly announced program and in connection with our stock compensation plan. In January 2026, we publicly announced a plan to repurchase up to $75 million of common shares outstanding during the first quarter of 2026.
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At December 31, 2025, the AOCI balance reflected a net loss of $1.9 billion, primarily attributable to a decline in the fair value of fixed-rate AFS securities driven by changes in interest rates. This amount includes $1.6 billion ($1.2 billion after tax) of unrealized losses associated with securities previously transferred from AFS to HTM. Compared with December 31, 2024, AOCI improved $439 million, primarily due to increases in the fair value of AFS securities, the amortization of unrealized losses associated with the securities transferred from AFS to HTM, and paydowns on AFS securities. The improvement in AOCI had a positive impact on our tangible book value per common share. We use interest rate swaps designated as hedges of our securities to reduce the volatility of our AOCI balance. For more information about these swaps, see Note 7 of the Notes to Consolidated Financial Statements.
Absent any sales or credit impairment of the AFS securities, the unrealized losses will not be recognized in earnings. We do not intend to sell any securities in an unrealized loss position, nor do we believe it is more likely than not that we would be required to sell such securities prior to recovering their amortized cost basis. Although changes in AOCI are reflected in shareholders’ equity, they are currently excluded from regulatory capital and therefore do not impact our regulatory ratios.
Federal banking regulators have proposed implementing the Basel III Endgame framework, which would significantly revise certain capital requirements, including the incorporation of unrealized gains and losses on AFS debt securities into regulatory capital. These changes could affect our current and future capital planning, including share repurchase activity. For more information about the regulatory proposals, see “Regulatory Developments” in the Supervision and Regulation section on page 9. For more information regarding our investment securities portfolio and related unrealized gains and losses, see Note 5 of the Notes to Consolidated Financial Statements.
CAPITAL DISTRIBUTIONS
(In millions, except share data)
Capital distributions:
Preferred dividends paid
Bank preferred stock redeemed
Total capital distributed to preferred shareholders
Common dividends paid
Bank common stock repurchased 1
Total capital distributed to common shareholders
Total capital distributed to preferred and common shareholders
Weighted average diluted common shares outstanding (in thousands)
Common shares outstanding, at year-end (in thousands)
1 Includes amounts related to common shares acquired through our publicly announced plans and those acquired in connection with our stock compensation plan. These shares were acquired from employees to cover their payroll taxes and stock option exercise costs upon the exercise of stock options.
Pursuant to the OCC’s “Earnings Limitation Rule,” dividend payments are limited to the sum of net income for the current fiscal year and retained earnings for the two preceding years, unless prior approval is obtained from the OCC to exceed this threshold. As of January 1, 2026, we had $1.1 billion in retained net profits available for distribution.
In 2025, we paid $4 million in dividends on preferred stock, compared with $41 million in 2024. We paid $263 million in dividends on common stock, or $1.76 per share, in 2025, compared with $248 million, or $1.66 per share, in 2024. In January 2026, the Board declared a quarterly dividend of $0.45 per common share, payable on February 19, 2026, to shareholders of record at the close of business on February 12, 2026.
Basel III
We are subject to the Basel III capital requirements, which include specific minimum regulatory capital ratios. At December 31, 2025, we exceeded all capital adequacy requirements under the Basel III framework. Based on our
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internal stress testing and other capital adequacy assessments, we believe our capital levels sufficiently exceed both internal and regulatory requirements for well-capitalized institutions. For more information regarding our compliance with the Basel III capital requirements, see the “Supervision and Regulation” section on page 9 and Note 15 of the Notes to Consolidated Financial Statements.
The following schedule presents our capital amounts, capital ratios, and other selected performance ratios:
CAPITAL AMOUNTS AND RATIOS
(Dollar amounts in millions)
December 31,
December 31,
December 31,
Basel III capital amounts:
Common equity Tier 1 capital
Tier 1 risk-based
Total risk-based
Risk-weighted assets
Basel III capital ratios:
Common equity Tier 1 capital
Tier 1 risk-based
Total risk-based
Tier 1 leverage
Other ratios:
Average equity to average assets
Return on average common equity
Return on average tangible common equity 1
Tangible equity ratio 1
Tangible common equity ratio 1
1 See “Non-GAAP Financial Measures” on page 84 for more information regarding these ratios.
At December 31, 2025, our CET1 capital was $7.9 billion, an increase of 8%, compared with $7.4 billion in the prior year period. The CET1 capital ratio improved to 11.5%, compared with 10.9%. Tangible book value per common share increased $6.94, or 21%, to $40.79, mainly due to an increase in retained earnings and reduced unrealized losses in AOCI. For more information on non-GAAP financial measures, see page 84.
In 2023, federal banking regulators proposed significant revisions to capital requirements and expanded long-term debt requirements. For more information about these and other regulatory proposals, see “Regulatory Developments” in the Supervision and Regulation section on page 9.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
Note 1 of the Notes to Consolidated Financial Statements provides an overview of our significant accounting policies. Certain policies that we consider critical are described below because the related balances and estimates have a material impact on our consolidated financial statements. Any changes to these amounts, including revisions to estimates, may also have a significant effect on the financial statements. Understanding these policies and the related estimates is essential for interpreting our financial condition.
In developing these estimates, we apply complex and subjective judgments, many of which involve a high degree of uncertainty. The following discussion addresses these critical accounting policies and related estimates.
Where applicable, this document includes sensitivity analyses and illustrative examples to demonstrate the potential impact of changes in assumptions on various financial transactions. These sensitivities are hypothetical and should be interpreted with caution. Changes in estimates result from variations in underlying assumptions and cannot be extrapolated in a simple, linear manner. Furthermore, a change in one assumption often influences other assumptions, which may amplify or offset the overall effect.
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Allowance for Credit Losses
The ACL comprises both the ALLL and the RULC. It represents our estimate of current expected credit losses related to the loan and lease portfolio, as well as unfunded lending commitments, as of the balance sheet date. The ACL for our HTM debt securities portfolio is estimated separately from loans and is not presented separately on the consolidated balance sheet because the amount is not significant. At both December 31, 2025 and 2024, the ACL for debt securities was less than $1 million.
Because the ACL is based on economic forecasts that inherently vary over time, it may fluctuate significantly from period to period. Any unfavorable differences between the actual credit-related outcomes and our estimates could result in additional provisions for credit losses.
Determination of the ACL involves a combination of quantitative models and management’s qualitative judgment, considering various factors over the life of the loan. Key assumptions in the quantitative model include the economic forecast, the duration of the reasonable and supportable forecast period, the length of the reversion period, prepayment rates, and the credit quality of the portfolio. The quantitative estimate incorporates losses under multiple economic scenarios—optimistic, baseline, and stressed economic conditions. Management applies qualitative adjustments to scenario weightings to align with its assessment of current conditions and reasonable and supportable forecasts.
If the ACL were calculated using only the baseline economic scenario rather than weighting multiple scenarios, the quantitatively determined ACL at December 31, 2025 would decrease by approximately $123 million. Conversely, if the probability of default for all pass-graded loans were immediately downgraded by one grade on our internal risk-grading scale, the ACL would increase by approximately $29 million. These sensitivity analyses are hypothetical and are provided solely to illustrate the potential impact of changes in economic forecasts and risk grades on the ACL estimate.
For more information on the processes and methodologies used to estimate the ACL, see Note 6 of the Notes to Consolidated Financial Statements.
Fair Value
We measure certain assets and liabilities at fair value, which represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. To promote consistency and comparability in fair value measurements, we apply a three-level hierarchy for valuation inputs:
• Level 1 — Observable inputs based on quoted prices in active markets.
• Level 2 — Inputs other than quoted prices that are observable in the market.
• Level 3 — Unobservable inputs, such as internally developed data.
When observable market prices are unavailable, fair value is estimated using valuation techniques such as discounted cash flow analysis. These models incorporate assumptions that market participants would consider in pricing the asset or the liability. The selection and weighting of these techniques may result in a fair value that differs from the carrying amount, and considerable judgment is required to determine the most representative fair value.
For assets and liabilities measured at fair value, we prioritize the use of observable inputs and minimize reliance on unobservable inputs. In certain circumstances, when market-based observable inputs for model-driven valuations are limited, we make judgments regarding assumptions that market participants would likely consider in estimating the fair value of financial instruments. Management regularly evaluates the relevance of these models under current conditions. Changes in market dynamics—such as reduced liquidity or shifts in secondary market activity—may limit the availability of quoted prices or observable data.
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Fair value is applied on a recurring basis for certain assets and liabilities where fair value is the primary accounting measure, and on a nonrecurring basis for other assets and liabilities to assess impairment, determine lower of cost or fair value, or for disclosure purposes.
AFS securities are valued using multiple methodologies, depending on the security type, market data availability, and other factors. AFS securities in an unrealized loss position undergo quarterly reviews for potential credit impairment. If we intend to sell an identified security, or we determine that it is more likely than not that we would be required to sell the security before recovery of its amortized cost basis, we recognize impairment. If neither condition applies, we assess whether any impairment is attributable to credit-related factors, which are recorded as an allowance. Full or partial write-offs of AFS securities are recorded in the period when the security is deemed uncollectible.
While certain assets and liabilities—such as AFS securities—are measured at fair value, most are not adjusted for fair value changes. This asymmetrical accounting treatment can create volatility in AOCI and equity.
For more information regarding fair value estimates, see Note 3 of the Notes to Consolidated Financial Statements.
RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS
Note 2 of the Notes to Consolidated Financial Statements summarizes recently issued accounting pronouncements that we are, or will be, required to adopt. Also described is our assessment of the expected impact these accounting pronouncements may have, if material, on our financial condition and results of operations.
NON-GAAP FINANCIAL MEASURES
This Form 10-K includes certain non-GAAP financial measures alongside those prepared in accordance with generally accepted accounting principles (“GAAP”). Reconciliations between the applicable GAAP measures and the corresponding non-GAAP measures are provided in the accompanying schedules. We believe these adjustments are relevant to evaluating ongoing operating results and offer a meaningful basis for comparing performance across periods. Management uses these non-GAAP measures to assess both financial performance and position. Presenting these measures enables investors to evaluate our results using the same approach applied by management and commonly used within the financial services industry.
Non-GAAP financial measures have inherent limitations and may not be directly comparable to similar measures reported by other financial institutions. While these measures are commonly used by stakeholders to evaluate company performance, they should be viewed as supplemental and not as a substitute for analysis of results prepared in accordance with GAAP. Non-GAAP measures should not be considered in isolation, as they provide an incomplete perspective without reference to GAAP-based financial information.
Tangible Common Equity and Related Measures
Tangible common equity and related metrics are non-GAAP measures that exclude the impact of intangible assets and associated amortization. We believe these measures provide meaningful insight into the utilization of shareholders’ equity and offer a consistent basis for evaluating business performance.
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RETURN ON AVERAGE TANGIBLE COMMON EQUITY (NON-GAAP)
Year Ended December 31,
(Dollar amounts in millions)
Net earnings applicable to common shareholders (GAAP)
Adjustment, net of tax:
Amortization of core deposit and other intangibles
Net earnings applicable to common shareholders, net of tax
Average common equity (GAAP)
Average goodwill and intangibles
Average tangible common equity (non-GAAP)
Return on average tangible common equity (non-GAAP) 1
1 Excluding the effect of AOCI from average tangible common equity would result in associated returns of 11.8%, 10.4%, and 9.7% for the periods presented, respectively.
TANGIBLE EQUITY RATIO, TANGIBLE COMMON EQUITY RATIO, AND TANGIBLE BOOK VALUE PER COMMON SHARE (ALL NON-GAAP MEASURES)
(Dollar amounts in millions, except per share amounts)
December 31,
Total shareholders’ equity (GAAP)
Goodwill and intangibles
Tangible equity (non-GAAP)
Preferred stock
Tangible common equity (non-GAAP)
Total assets (GAAP)
Goodwill and intangibles
Tangible assets (non-GAAP)
Common shares outstanding (in thousands)
Tangible equity ratio (non-GAAP)
Tangible common equity ratio (non-GAAP)
Tangible book value per common share (non-GAAP)
Efficiency Ratio and Adjusted Pre-Provision Net Revenue
The efficiency ratio measures operating expenses relative to revenue and provides insight into the cost of generating revenue. We adjust this ratio to exclude certain items that are not generally expected to recur frequently, as detailed in the accompanying schedule. These adjustments enhance comparability across reporting periods. Adjusted noninterest expense reflects how effectively we manage operating expenses, while adjusted pre-provision net revenue enables management and stakeholders to evaluate our capacity to generate capital. Additionally, taxable-equivalent net interest income facilitates comparability between revenue derived from taxable and tax-exempt sources.
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EFFICIENCY RATIO (NON-GAAP) AND ADJUSTED PRE-PROVISION NET REVENUE (NON-GAAP)
(Dollar amounts in millions)
Noninterest expense (GAAP)
Adjustments:
Severance costs
Other real estate expense, net
Amortization of core deposit and other intangibles
Restructuring costs
SBIC investment success fee accrual
FDIC special assessment
Total adjustments
Adjusted noninterest expense (non-GAAP)
Net interest income (GAAP)
Fully taxable-equivalent adjustments
Taxable-equivalent net interest income (non-GAAP)
Customer-related noninterest income (GAAP)
Net credit valuation adjustment (CVA) 1
Adjusted customer-related noninterest income (non-GAAP)
Noncustomer-related noninterest income (GAAP)
Securities gains (losses), net
Adjusted noncustomer-related noninterest income (non-GAAP)
Combined income (non-GAAP)
Adjusted taxable-equivalent revenue (non-GAAP)
Pre-provision net revenue (non-GAAP)
Adjusted PPNR (non-GAAP)
Efficiency ratio (non-GAAP) 2
1 Effective the first quarter of 2025, capital markets fees and income included the net CVA, which was previously disclosed under noncustomer-related noninterest income as fair value and nonhedge derivative income.
2 Excluding the $15 million charitable contribution, adjusted noninterest expense for 2025 would have been $2.11 billion, resulting in an efficiency ratio of 62.2%.
