SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy)

12 Months Ended

Dec. 31, 2025

Basis of Financial Statement Presentation and Principles of Consolidation

The consolidated financial statements include our accounts as well as those of our majority-owned subsidiaries that are consolidated. This includes wholly owned subsidiaries such as ZMFU II, Inc., which supports our municipal lending operations, and Zions Direct, Inc., a registered broker-dealer under the Exchange Act, among other subsidiaries.

Investments where we possess significant influence over the investee's operating and financial policies are accounted for using the equity method. All intercompany accounts and transactions have been eliminated during consolidation. Assets held in an agency or fiduciary capacity are excluded from the consolidated financial statements.

These financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and prevailing practices within the financial services industry. References to GAAP, including standards issued by the Financial Accounting Standards Board, are cited based on the applicable accounting guidance. In preparing these financial statements, we apply estimates and assumptions that affect the reported amounts and related disclosures in the accompanying notes. Actual results may differ from these estimates.

Subsequent Events

We evaluated events occurring between December 31, 2025 and the date of issuance of the accompanying financial statements. Based on this evaluation, we concluded that no material events occurred that would require adjustments to the consolidated financial statements. As referenced in Note 13 of the Notes to Consolidated Financial Statements, on February 4, 2026, we issued $500 million of 4.48% Fixed-to-Floating Senior Notes, maturing on February 9, 2029.

Variable Interest Entities

A variable interest entity (“VIE”) is consolidated when we are determined to be its primary beneficiary. Current accounting standards require ongoing assessments to identify the primary beneficiary of a VIE. At the inception of our involvement, and periodically thereafter, we reassess our consolidation conclusions for all entities in which we have an interest.

Statement of Cash Flows

For purposes of presentation on the consolidated statements of cash flows, “cash and cash equivalents” are defined as the amounts included in “Cash and due from banks” on the consolidated balance sheet.

Securities Purchased Under Agreements to Resell

Securities purchased under agreements to resell include both overnight and term transactions, with most maturing within 50 days. These agreements are generally classified as collateralized financing arrangements and are recorded at acquisition cost plus accrued interest. We, or third parties acting on our behalf, take possession of the underlying securities. The fair value of these securities is continuously monitored throughout the contract term to help maintain

sufficient collateral to mitigate counterparty default risk. Contractual provisions permit us to sell or repledge certain securities accepted as collateral for securities purchased under these agreements.

Other Noninterest-bearing Investments

Other noninterest-bearing investments include private equity investments (“PEIs”), venture capital securities, securities acquired to satisfy for various debt and regulatory requirements, bank-owned life insurance (“BOLI”), and certain other noninterest-bearing assets. Additional details are provided in Note 3.

Certain PEIs and venture capital securities are accounted for under the equity method of accounting when we have the ability to exercise significant influence over the investee's operating and financial policies. Equity investments in PEIs that do not grant significant influence are reported at fair value when readily determinable. If a readily determinable fair value is not available, we apply a measurement alternative allowed under GAAP, which records the investment at cost, adjusted for impairment and observable price changes in identical or similar investments of the same issuer. Periodic impairment assessments are conducted by comparing carrying amounts to estimated fair values. Changes in fair value, impairment losses, and realized gains or losses from sales are included in “Securities gains (losses), net” on the consolidated statement of income. BOLI is measured at fair value based on the cash surrender values (“CSVs”) of the underlying general account insurance policies.

Business Combinations

Business combinations are accounted for using the acquisition method of accounting. Upon obtaining control, we recognize 100% of the acquired assets and assumed liabilities, irrespective of the ownership percentage. These assets and liabilities are recorded at their estimated fair values, and goodwill is recognized when the purchase price exceeds the net fair value of the acquired assets and liabilities. Transaction and restructuring costs are expensed as incurred. Adjustments to estimated fair values during the measurement period—which cannot exceed one year from the acquisition date—are recorded as changes to goodwill. The operating results of acquired businesses are included on our consolidated statement of income beginning on the acquisition date.

Other Real Estate Owned

Other real estate owned (“OREO”) primarily consists of commercial and residential real estate properties acquired through partial or full satisfaction of loan obligations. These properties are initially recorded at fair value, less estimated selling costs, based on recent appraisals at the time of transfer. Subsequently, they are carried at the lower of cost or fair value, less estimated selling costs.

Recent Accounting Pronouncements

Standard

Description

Effective date

Effect on the financial statements or other significant matters

Standards not yet adopted by the Bank as of December 31, 2025

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)

This accounting standards update (“ASU”) requires additional disclosures of certain costs and expenses in both interim and annual reporting periods, including:

•Amounts of employee compensation, depreciation, selling costs, and intangible asset amortization included in certain expense lines presented on the face of the income statement within continuing operations.

•A qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

Annual periods beginning January 1, 2027; Interim periods beginning January 1, 2028.

The overall effect of this standard is not expected to have a material impact on our consolidated financial statements.

ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software

(Subtopic 350-40)

This ASU modernizes the accounting treatment for internal-use software to better reflect current development practices, including agile and iterative approaches. Key provisions include:

•Elimination of Prescriptive Project Stages: The guidance no longer requires classification of costs by development phase, thereby removing rigid stage-based criteria.

•Capitalization Criteria: Capitalization of eligible software development costs commences once management has both authorized and committed to funding the project, and it is probable that the project will be completed, and requires consideration of development uncertainties.

•Updated disclosure requirements.

Annual and interim periods beginning after December 15, 2027.

The overall effect of this standard is not expected to have a material impact on our consolidated financial statements.

ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans

This ASU broadens the population of financial assets subject to the gross-up method under Topic 326 to include all purchased seasoned loans (excluding credit cards), which are defined as:

•Non-purchase credit deteriorated (“PCD”) loans acquired in a business combination.

•Non-PCD loans acquired in an asset acquisition more than 90 days after their origination date.

Annual and interim periods beginning after December 15, 2026.

The overall effect of this standard is not expected to have a material impact on our consolidated financial statements.

ASU 2025-09, Derivatives and Hedging (Topic 815)—Hedge Accounting Improvements

This ASU introduces targeted improvements to accounting standards codification (“ASC”) Topic 815 to better align hedge accounting with common risk management strategies. The updates address multiple items, including the following:

•Similar risk assessment for cash flow hedges.

•Hedging interest payments on choose-your-rate debt.

•Net written options as hedging instruments.

Annual and interim periods beginning after December 15, 2026.

The overall effect of this standard is not expected to have a material impact on our consolidated financial statements.

Standards adopted by the Bank during 2025

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

This ASU requires additional detailed information to improve the usefulness of income tax disclosures. This includes providing detailed annual disclosures on rate reconciliation and income taxes paid for specific categories and when certain quantitative thresholds are met.

Annual periods beginning January 1, 2025.

The overall effect of this standard did not have a material impact on our consolidated financial statements.

Fair Value Measurement

We measure certain assets and liabilities at fair value. Fair value represents the price that would be received to sell an asset or paid to transfer a liability (i.e., an exit price) in the principal market or most advantageous market available to us, in an orderly transaction between market participants as of the measurement date. To promote consistency and comparability, fair value measurements are categorized within a three-level hierarchy based on the observability of the inputs used, as outlined below. Observable market data is prioritized, and reliance on unobservable inputs in minimized. When quoted market prices are not available, fair value is determined using valuation models that incorporate assumptions that align with those that market participants would consider in pricing the asset or liability. Changes in market conditions may reduce the availability of observable inputs.

The following fair value hierarchy prioritizes the use of observable inputs over unobservable inputs when measuring the fair value of assets and liabilities:

•Level 1 — Quoted prices in active markets for identical assets or liabilities that we can access at the measurement date;

•Level 2 — Observable inputs other than Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in less active markets, observable inputs other than quoted prices used in the valuation of an asset or liability, and inputs derived principally from or corroborated by observable market data through correlation or other means; and

•Level 3 — Unobservable inputs supported by minimal or no market activity for financial instruments whose value is determined by pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Fair value classifications are determined based on the lowest level input that is significant to the overall measurement. In the absence of evidence indicating forced or disorderly transactions, market activity is presumed to be orderly. Applicable accounting guidance prohibits the use of blockage discounts or liquidity adjustments based solely on the volume of instruments held by the Bank.

We measure certain assets and liabilities at fair value on a recurring basis when fair value is the primary basis for accounting. Fair value is also applied on a nonrecurring basis for certain assets or liabilities for purposes such as evaluating impairment, applying lower of cost or fair value accounting, or providing fair value disclosures for certain financial instruments.

Fair Value Policies and Procedures

We have implemented a comprehensive framework of policies, processes, and internal controls designed to promote the reasonable estimation, thorough review, and formal approval of fair value measurements. The Securities Valuation Committee, comprised of members of executive management, reviews and approves the key elements of fair value measurements on a quarterly basis, including significant valuation assumptions used in Level 3 measurements. In addition, the Model Risk Management Group is responsible for conducting validations of valuation models, including internally developed models, and for establishing the policies and procedures governing the timing and requirements for subsequent revalidations.

Third-party Service Providers

We utilize a third-party pricing service to determine the fair value of substantially all Level 2 available-for-sale (“AFS”) securities. Fair value measurements for other Level 2 AFS securities are generally based on valuation inputs corroborated by observable market data, which may include discounted cash flow analyses.

For Level 2 securities, the third-party pricing service provides ongoing documentation that incorporates market data, detailed pricing information, and market reference data. This information includes benchmark yields, reported market trades, broker-dealer quotations, issuer-specific spreads, two-sided markets, benchmark securities, bids and

offers, and additional reference data from the vendor's trading platform. We regularly review, test, and validate the information provided to support the reasonableness of the resulting fair value measurements.

The following describes the hierarchy classifications, valuation methodologies, and key inputs used to measure fair value on a recurring basis for designated financial instruments:

Trading securities

Trading securities are measured using observable market inputs and are classified in Level 1 and Level 2.

Available-for-Sale investment securities

•U.S. Treasury, Government Agency, and Corporate Securities — U.S. Treasury securities measured using quoted market prices are classified in Level 1. U.S. agency and corporate securities measured using observable market inputs are classified in Level 2.

•Municipal Securities — Municipal securities are measured using observable market inputs and are classified in Level 2.

•Other Debt Securities — Other debt securities are measured using quoted prices for similar securities and are classified in Level 2.

Loans held for sale

We have elected the fair value option for certain commercial real estate (“CRE”) loans designated for sale to a third-party conduit for securitization. These loans are measured at fair value using observable market prices for mortgage-backed securities with similar collateral and are classified in Level 2. Valuations incorporate adjustments for differences between the securities and the underlying loans, including credit quality, portfolio composition, and liquidity considerations.

Bank-owned Life Insurance

BOLI is measured according to the CSV of the underlying policies. Nearly all policies are general account contracts whose CSVs are based on our claims on the insurers’ assets. The insurers’ investment portfolios primarily consist of fixed-income securities, including investment-grade corporate bonds and various mortgage-related instruments. Management regularly monitors BOLI performance, including concentrations across insurance providers. BOLI balances are classified in Level 2 of the fair value hierarchy.

Private Equity Investments

PEIs measured at fair value on a recurring basis are generally classified in Level 3 due to the use of unobservable valuation inputs. Key assumptions include current and projected financial performance, recent financing transactions, economic and market conditions, comparable company data, market liquidity, and other relevant factors. The majority of these investments are held within our Small Business Investment Company (“SBIC”) and represent early stage venture investments. These investments are reviewed at least quarterly by the Securities Valuation Committee and more frequently when a new financing round occurs. Some PEIs may be valued using operating performance multiples. When an investment becomes publicly traded, it is classified in Level 1. Certain investments may be subject to redemption restrictions.

Agriculture Loan Servicing

We service agriculture loans approved and funded by the Federal Agricultural Mortgage Corporation (“FAMC”) under a servicing agreement for loans owned by FAMC. These servicing assets are measured at fair value, representing the present value of projected net future servicing cash flows. Because the valuation incorporates unobservable inputs, these assets are classified in Level 3 of the fair value hierarchy.

Deferred Compensation Plan Assets

Deferred compensation plan assets consist of shares of registered investment companies. These mutual fund investments are measured using quoted market prices, which represent the net asset value of the shares held at period-end. Accordingly, these assets are classified in Level 1.

Derivatives

Exchange-traded derivatives, such as standardized future contracts, are generally classified in Level 1 because they are valued using quoted prices in active markets. Over-the-counter derivatives—including interest rate swaps, energy commodity swaps, forwards, options, and purchased credit default swaps—are generally classified in Level 2. Their fair values are determined using valuation techniques that incorporate observable market inputs such as yield curves, foreign exchange rates, commodity prices, option volatilities, credit spreads, and other relevant market data. Valuations also include credit valuation adjustments (“CVAs”) to reflect nonperformance risk of both our counterparties and ourselves. CVAs are generally determined by applying a credit spread to expected exposures, net of any collateral.

Securities Sold, Not Yet Purchased

Securities sold, not yet purchased, are included in “Federal funds and other short-term borrowings” on the consolidated balance sheet. These instruments are measured using quoted market prices and are generally classified in Level 1. When quoted prices for identical securities are not available, quoted prices for similar securities are used, in which case the related balances are classified in Level 2.

Investment Securities

We classify our investment securities as either AFS or HTM. AFS securities, which primarily consist of debt instruments used to manage liquidity and interest rate risk and to generate interest income, are measured at fair value. Unrealized gains and losses from AFS securities, net of applicable taxes, are recognized in other comprehensive income (“OCI”).

HTM securities represent investments that management has both the intent and ability to hold until maturity. These securities are carried at amortized cost, which reflects the original purchase price, adjusted for the amortization or accretion of any premiums or discounts, as well as any impairment losses, including those related to credit.

Gains or losses resulting from the sale of investment securities are recognized in noninterest income and are measured using the specific identification method.

The carrying values of our investment securities exclude accrued interest receivables of $64 million and $60 million at December 31, 2025, and 2024, respectively. These amounts are included in “Other assets” on the consolidated balance sheet.

Purchase premiums on callable debt securities classified as AFS or HTM are amortized into interest income using the effective yield method based on the earliest call date. For all other AFS and HTM securities, purchase premiums and discounts are amortized into interest income over the contractual life of the security using the effective yield method.

When principal prepayments occur, a proportionate amount of the related premium or discount is recognized in income to maintain a consistent effective yield on the remaining balance of the security.

Investment Securities, Impairment

We review our AFS securities portfolio for potential impairment on a quarterly basis, assessing each security individually. An AFS security is considered impaired when its fair value is less than its amortized cost basis as of the balance sheet date. If we either intend to sell the impaired security, or determine that it is more likely than not that we will be required to sell the security before recovering its amortized cost basis, an impairment loss is recognized through earnings by adjusting the amortized cost basis to fair value as of the reporting date.

If we have the intent and ability to hold the security, we evaluate whether any impairment is attributable to credit-related factors. This assessment includes consideration of several factors, primarily internal and external credit ratings, to determine whether the decline in fair value relative to amortized cost is due to credit deterioration or other factors. When credit impairment is identified, we measure the credit loss and record an allowance.

To measure the credit loss, we generally compare the present value of expected future cash flows to the security’s amortized cost basis. Expected cash flows incorporate assumptions related to default probabilities and loss severity, among other factors, and may include prepayment assumptions. Certain internal models may be utilized in this process. The security-specific effective interest rate is used to discount expected cash flows. If the present value of expected cash flows is less than the amortized cost basis, the shortfall is recorded as an allowance for credit loss, limited to the amount by which fair value is less than amortized cost basis (i.e., the allowance cannot reduce the carrying value below fair value).

The assumptions used to estimate expected cash flows vary depending on the asset class, structure, and credit rating of the security. Declines in fair value not reflected in the allowance for credit losses (“ACL”) are recorded in other comprehensive income, net of applicable taxes. The process, methodology, and factors considered in evaluating securities for impairment are described below.

Loans

At origination, each loan is classified as either held for investment or held for sale based on our intended purpose. We may subsequently change our intent for a loan or portfolio of loans and reclassify them accordingly. Loans held for sale are carried at the lower of cost or fair value. When fair value is less than cost, a valuation allowance is established based on assessments performed at the time of reclassification and reviewed periodically thereafter. Associated gains and losses are determined as the difference between the sales proceeds and the carrying amount and are included in “Loan-related fees and income” on the consolidated statement of income.

In the ordinary course of business, we may syndicate portions of loans or transfer interests under participation agreements to manage credit risk and portfolio concentrations. We review all loan participations to confirm they meet the applicable accounting criteria to qualify for sale treatment.

We elect the fair value option for certain CRE loans designated for sale or securitization that are hedged with derivative instruments, as described further in Note 3. Gains and losses on the sale of these loans are included in “Capital markets fees” on the consolidated statement of income.

We evaluate loans throughout their lifecycle for indications of credit deterioration, which may affect the loan status, risk grading, and potentially the accounting for that loan. Loan status categories include accruing or nonaccruing, past due as to contractual payments, and modified. The ACL, which consists of the allowance for loan and lease losses (“ALLL”) and the reserve for unfunded lending commitments (“RULC”), 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. The ACL for AFS and HTM debt securities is estimated separately from loans. For HTM securities, the ACL is estimated consistent with the approach for loans carried at amortized cost. See Note 5 for further discussion on our assessment of expected credit losses on AFS securities and disclosures related to AFS and HTM securities.

The ACL is calculated using the loan’s amortized cost basis, which includes the principal balance, net of unamortized premiums, discounts, and deferred fees and costs. We do not estimate the ACL for accrued interest receivables, as we reverse or write off uncollectible accrued interest receivable balances in a timely manner, generally within one month.

The methodologies we use to estimate the ACL depend on various factors, including the type of loan, the age and contractual term of the loan, expected payments (both contractual and estimated prepayments), credit quality indicators, economic forecasts, and the evaluation method (whether individually or collectively evaluated). Loan extensions or renewals are not considered in the ACL unless they are included in the original or modified loan contract and are not unconditionally cancellable.

Losses are charged to the ACL when recognized. Generally, commercial and CRE loans are charged off or charged down when they are determined to be uncollectible in whole or in part, or when 180 days past due, unless the loan is well secured and in process of collection. Consumer loans are either charged off or charged down to net realizable value no later than the month in which they become 180 days past due. Closed-end consumer loans that are not secured by residential real estate are either charged off or charged down to net realizable value no later than the month in which they become 120 days past due.

We establish the amount of the ACL by analyzing the portfolio at least quarterly, and we adjust the provision for loan losses and unfunded lending commitments to help maintain the ACL at an appropriate level at the balance sheet date. The ACL is determined based on our review of loans with similar risk characteristics, which are evaluated on a collective basis, as well as loans without similar risk characteristics, which are evaluated on an individual basis.

For commercial and CRE loans with commitments greater than $1 million, we assign internal risk grades using a comprehensive loan grading system based on financial and statistical models, individual credit analysis, and loan officer experience and judgment. The credit quality indicators described subsequently are based on this grading system. Estimated credit losses on all loan segments, including consumer and small commercial and CRE loans with commitments less than or equal to $1 million that are evaluated on a collective basis, are derived from statistical analyses of our historical default and loss experience since January 2008.

We estimate current expected credit losses for each loan by considering historical credit loss experience, current conditions, and reasonable and supportable forecasts about the future. We use the following two types of credit loss estimation models:

•Econometric loss models, which rely on statistical analyses of our historical loss experience, dependent on economic factors and other loan-level characteristics. Statistically relevant economic factors vary depending on the type of loan, but include variables such as unemployment, real estate price indices, energy prices, and gross domestic product. The models use multiple economic scenarios that reflect optimistic, baseline, and stressed economic conditions. The results derived using these economic scenarios are weighted to produce the credit loss estimate. Management may adjust the weights to reflect their assessment of current conditions and reasonable and supportable forecasts.

•Loss models based on our long-term average historical credit loss experience since 2008, which rely on statistical analyses of our historical loss experience, dependent upon loan-level characteristics.

Credit loss estimates for the first 12 months of a loan’s remaining life are derived using econometric loss models. Over a subsequent 12-month reversion period, we blend the estimated credit losses from the two model types on a straight-line basis. For the remaining life of the loan, the estimated credit losses are derived from the long-term average historical credit loss models.

For loans that do not share risk characteristics with other loans, we estimate lifetime expected credit losses on an individual basis. These include nonaccrual loans with a balance greater than $1 million. When a loan is individually evaluated for expected credit losses, we estimate a specific reserve for the loan based on either the projected present value of the loan’s future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or the fair value of the loan’s underlying collateral.

When we base the specific reserve on the fair value of the loan’s underlying collateral, we generally charge off the portion of the balance that exceeds the fair value. For these loans, subsequent to the charge-off, if the fair value of the loan’s underlying collateral increases according to an updated appraisal, we establish a negative reserve up to the lesser of the amount of the charge-off or the updated fair value.

The methodologies described previously generally rely on historical loss information to help determine the quantitative portion of the ACL. We also consider other qualitative and environmental factors related to current conditions and reasonable and supportable forecasts that may indicate current expected credit losses could differ from the historical information reflected in our quantitative models. Thus, after applying historical loss experience, we review the quantitative portion of ACL for each portfolio segment. We then monitor various qualitative risk factors that influence our judgment regarding the level of the ACL across the portfolio segments. These factors primarily include:

•Actual and expected changes in international, national, regional, and local economic and business conditions and developments;

•The volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans;

•Lending policies and procedures, including changes in underwriting standards and practices for collection, charge-off, and recovery;

•The experience, ability, and depth of lending management and other relevant staff;

•The nature and volume of the portfolio;

•The quality of the credit review function;

•The existence, growth, and effect of any concentration of credit;

•The effect of other external factors such as regulatory, legal, and technological environments; fiscal and monetary actions; competition; and events such as natural disasters and pandemics.

The magnitude of the impact of these factors on our qualitative assessment of the ACL changes from quarter to quarter based on management's assessment of these factors, the extent to which these factors are already reflected in quantitative loss estimates, and the extent to which changes in these factors diverge from one to another. We also consider the uncertainty and imprecision inherent in the estimation process when evaluating the ACL.

Off-balance Sheet Credit Exposures

We estimate current expected credit losses for off-balance sheet loan commitments, including letters of credit that are not unconditionally cancellable. This estimate uses the same procedures and methodologies described previously for loans and is calculated as the difference between the estimated current expected credit loss and the funded balance, if greater than zero.

Derivative Instruments

Objectives and Strategy

We utilize derivative instruments—including interest rate swaps, futures, options, foreign exchange and commodity contracts, credit derivatives, and various customer-facing products—to manage interest rate, foreign exchange, commodity, credit, and other market risks. Our objective is to reduce volatility in interest income, interest expense, earnings, and capital. These instruments enable us to adjust the sensitivity of our assets and liabilities to changes in market rates and other market conditions. We also offer derivatives to customers to support their risk management needs, with the related exposures generally offset through dealer or clearing house transactions. We do not use derivatives for speculative purposes.

Accounting for Derivatives

All derivatives are measured at fair value and included in “Other assets” or “Other liabilities” on the consolidated balance sheet. We have executed International Swaps and Derivatives Association, Inc. (“ISDA”) master netting agreements, or similar arrangements, with substantially all of our derivative counterparties. These agreements provide rights of offset for derivative assets and liabilities, as well as the ability to liquidate collateral, in the event of counterparty default or other specified circumstances.

For balance sheet presentation purposes, derivatives are reported on a gross fair value basis, even when legally enforceable netting agreements are in place. Related cash flows are classified as operating activities within the consolidated statement of cash flows unless a derivative instrument contains an other-than-insignificant financing element at inception. In such cases, the cash flows are classified as financing activities. For more discussion of the methodologies used to estimate the fair values of derivatives, see Note 3.

The accounting treatment for changes in derivative fair values depends on their intended use and designation under applicable accounting standards. For derivatives used to manage interest rate risk, including those in qualifying hedging relationships, gains and losses are recognized in interest income or interest expense within the same income statement line item as the hedged item or transaction. Changes in the fair values of customer-facing derivatives, the corresponding offsetting derivatives, and other derivatives used in risk-management activities that do not qualify for hedge accounting are recorded in current-period earnings within noninterest income or noninterest expense.

Derivatives Designated in Qualifying Hedging Relationships

To qualify for hedge accounting, a derivative must be highly effective in reducing the designated risk, and the hedging relationship must be formally documented at inception. Formal documentation includes identification of the hedging instrument and the hedged item, the risk management objective and strategy, and the methodology for assessing hedge effectiveness both initially and on an ongoing basis. We primarily use regression analysis to assess effectiveness, comparing changes in the fair value or cash flows of the derivative to those of the hedged item or transactions for the specified risk.

If a hedge ceases to be highly effective, hedge accounting is discontinued, and subsequent changes in the derivative’s fair value are recognized in current-period earnings. For discontinued fair value hedges, any remaining basis adjustments to the hedged item are amortized into interest income or interest expense over the item's remaining life. For discontinued cash flow hedges, amounts deferred in AOCI are reclassified into earnings over the originally designated hedge term unless it becomes probable that the forecasted transactions will not occur, in which case the deferred amounts are immediately reclassified into earnings.

Fair Value Hedges — We use interest rate swaps to hedge changes in the fair value of fixed‑rate assets and liabilities attributable to benchmark interest rate risk, effectively converting those exposures to floating rates. At December 31, 2025, all fair value hedges designate the Secured Overnight Financing Rate (“SOFR”) benchmark component of contractual coupon cash flows as the hedged risk. The swaps are structured so that their critical terms align with those of the hedged items, supporting hedge effectiveness. For qualifying fair value hedges, changes in the fair value of both the derivative and the hedged item attributable to the hedged risk are recognized in current‑period earnings, with the resulting adjustment to the hedged item recorded as a basis adjustment to its carrying amount.

•Fair Value Hedges of Liabilities — We designate interest rate swaps as fair value hedges of fixed‑rate long‑term debt, with changes in the fair value of the swaps generally offsetting changes in the fair value of the hedged debt. We also continue to amortize the basis adjustments associated with a previously terminated fair value hedge that matures in 2029. For additional information, see Note 13.

•Fair Value Hedges of Assets — We designate interest rate swaps as fair value hedges of fixed-rate commercial loans and AFS securities, utilizing both the portfolio layer method (ASU 2022-01) and specific-identification strategies. Changes in the fair value of the related swaps generally offset changes in the fair value of the hedged assets.

Cash Flow Hedges — We use interest rate derivatives to mitigate variability in expected future cash flows associated with forecasted transactions, including interest receipts on floating‑rate commercial loans and interest payments on floating‑rate debt. For qualifying cash flow hedges, changes in the fair value of the hedging instrument are deferred in AOCI until the hedged transactions affect earnings. Ineffectiveness in cash flow hedges is not measured or separately disclosed. Net losses deferred in AOCI from previously terminated cash flow hedges continue to be amortized into interest income on a straight-line basis through the hedges’ original maturity dates, provided the forecasted transactions remain probable.

Collateral and Credit Risk

Credit risk on derivatives arises from the potential for counterparty nonperformance. We mitigate this risk by centrally clearing eligible derivatives and transacting with well-capitalized financial institutions. For non-cleared derivatives, we use ISDA master agreements with Credit Support Annexes (“CSA”) that define eligible collateral types and margin requirements. Collateral and exposure levels are monitored daily. At December 31, 2025, all variation margin posted or received under CSA collateral terms was in cash. We pledged approximately $20 million in cash collateral for variation margin and $200 million in U.S. Treasuries to satisfy initial margin requirements with certain dealer counterparties and central clearing houses. Credit risk on customer-related positions is managed through underwriting, collateral sharing, guarantees, and credit limits. No significant derivative-related losses due to counterparty default occurred during 2025. We measure counterparty credit risk by calculating and incorporating a CVA in the fair values of our derivatives. CVA reflects the value of nonperformance risk for both our counterparties

and the Bank. Periodic changes in CVA are recognized in current-period earnings in “Capital markets fees and income” on the consolidated statement of income.

Certain derivative contracts contain credit risk-related contingent features, such as the minimum credit rating requirements. If such a feature were triggered, additional collateral may be required; however, counterparties have not always demanded additional collateral when permitted to do so historically.

Leases

Leases with terms longer than twelve months are reported as a lease liability with a corresponding right-of-use (“ROU”) asset. ROU assets for operating leases and finance leases are included in “Other assets” and “Premises, equipment and software, net” on the consolidated balance sheet, respectively. The corresponding liabilities for those leases are included in “Other liabilities” and “Long-term debt,” respectively.

ROU assets and related lease liabilities represent the present value of the future minimum lease payments over the lease term as of the lease commencement date. Since most of our leases do not specify an implicit rate, we use our secured incremental borrowing rate, which is commensurate with the lease term, to calculate the present value of future payments. The ROU asset also includes lease prepayments, initial direct costs, amortization, and certain nonlease components such as maintenance, utilities, and tax payments. Our lease terms incorporate options to extend or terminate the lease when it is reasonably certain that such options will be exercised.

Premises, Equipment, and Software, Net

Premises, equipment, and software are recorded at cost and presented net of accumulated depreciation and amortization. Depreciation is calculated primarily using the straight-line method and is allocated to operations over the estimated useful lives of the assets— generally 25 to 40 years for buildings, three to 10 years for furniture and equipment, and three to 10 years for software, including capitalized technology initiative costs. Leasehold improvements are amortized over the shorter of the lease term (including any reasonably certain extension options) or the estimated useful life of the improvements. All premises, equipment, and software are evaluated periodically for impairment.

Goodwill

Goodwill is recognized upon the completion of a business combination as the excess of the purchase price over the fair value of the identifiable net assets acquired. We evaluate goodwill for impairment annually as of October 1, or more frequently if events or circumstances suggest that the carrying amount may exceed its fair value.

As part of this process, we may elect to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this assessment indicates a potential impairment, we then perform a quantitative analysis to measure the amount of any impairment. When the fair value of a reporting unit is below its carrying amount, an impairment loss is recognized for the difference.

Commitments and Guarantees

We utilize various financial instruments, including loan commitments, commercial letters of credit, and standby letters of credit, to support our customers’ financing needs. These instruments expose us to varying degrees of credit, liquidity, and interest rate risk that are not fully reflected on the consolidated balance sheet. The associated credit risk is evaluated and recorded as a reserve for unfunded lending commitments, which is presented separately on the consolidated balance sheet.

Revenue from Contract with Customer

Revenue from contracts with customers, including noninterest income within the scope of the applicable accounting guidance, is recognized when control of the promised goods or services is transferred to the customer. Revenue is measured at an amount that reflects the consideration we expect to be entitled in exchange for those goods or services. Incremental costs of obtaining a contract are expensed as incurred when the related amortization period is one year or less.

For performance obligations satisfied over time, when we have a right to consideration from a customer that directly corresponds with the value of services provided to date, revenue is generally recognized based on the amount we are entitled to invoice. We typically do not disclose information regarding remaining performance obligations when such obligations have an original expected duration of one year or less, or when revenue is recognized based on the invoiced amount.

The following describes our revenue from contracts with customers:

Commercial Account Fees

Commercial account fee income primarily includes account analysis fees, merchant services fees, and payroll services income. Revenue is recognized as services are performed or upon their completion.

Card Fees

Card fee income primarily includes interchange fees from credit and debit card transactions, net fees from merchant card processing, and automated teller machine (“ATM”) service fees. Revenue from card fees is recognized as earned.

Retail and Business Banking Fees

Retail and business banking fees relate to deposit account services provided to customers. These fees primarily include insufficient funds fees, noncustomer ATM charges, and various other deposit account-related fees. Service charges on deposit accounts include fees earned in lieu of compensating balances, as well as fees for cash management and other deposit-related services. Service charge revenue is recognized over the period in which the related services are provided. Treasury management fees are billed monthly based on services rendered during the month.

Capital Markets Fees and Income

Capital markets fees and income primarily include fees from municipal advisory services, securities underwriting, and investment banking advisory services. Revenue is recognized either as the related services are provided or upon completion of the engagement. Income related to loan syndications, loan sales, and derivative instruments (including client interest rate swaps and foreign currency transactions) is accounted for under separate accounting guidance. For more information on loan and derivative income recognition, see Notes 6 and 7, respectively.

Wealth Management Fees

Wealth management fees primarily consist of commissions and other portfolio and advisory service fees. Revenue is recognized as services are rendered or upon completion. Financial planning, fiduciary, and estate services may involve performance obligations extending beyond 12 months; however, the amount of related future obligations is not significant.

Other Customer-related Fees

Other customer-related fees generally include income sources such as compliance and support services to pharmacies and healthcare providers, corporate trust fees, advisory and referral fees, and fees for claims and inventory management services provided to certain customers. Revenue is recognized as services are performed or upon completion.

Share-based Compensation

All share-based payments to employees, including stock option grants, are recognized as compensation expense based on their grant date fair values and reflect any associated service or performance vesting requirements. The fair value of an equity award is estimated on the grant date using an appropriate valuation model, which incorporates post-vesting restrictions, but excludes service or performance vesting conditions.

All share-based awards are classified as equity instruments. Compensation expense is included in “Salaries and employee benefits” on the consolidated statement of income, with the corresponding equity effect included in shareholders’ equity. Forfeitures of share-based awards are recognized as they occur. Substantially all share-based awards—including stock options, restricted stock, and RSUs—feature graded vesting, which is recognized on a straight-line basis over the applicable vesting period.

Income Taxes

Deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) arise from temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases, based on enacted tax laws and rates. Changes in tax rates that impact DTAs and DTLs are recognized in income during the period in which the enactment occurs. DTAs are recorded only to the extent management believes it more likely than not that they will be realized. Unrecognized tax benefits related to uncertain tax positions primarily pertain to tax credits generated from technology initiatives.

Net Earnings Per Common Share

Net earnings per common share are determined based on net earnings applicable to common shareholders, net of preferred stock dividends. Basic net earnings per common share are calculated using the weighted-average number of common shares outstanding during the year. Unvested share-based awards that carry nonforfeitable dividend rights are treated as participating securities and are included in the basic earnings per share calculation.

Diluted net earnings per common share are computed using the weighted-average number of common shares outstanding, including common stock equivalents. Stock options, restricted stock, RSUs, and stock warrants are converted into common stock equivalents using the method—either the treasury stock method or the two-class method—that results in the most dilution. Common stock equivalents that would have an antidilutive effect are excluded from the diluted earnings per share calculation.