Hancock Whitney Corp: Form 10-Q for the period ended Jun 30, 2025

FORWARD-LOOKING STATEMENTS

The objective of this discussion and analysis is to provide material information relevant to the assessment of the financial condition and results of operations of Hancock Whitney Corporation and its subsidiaries during the six months ended June 30, 2025 and selected comparable prior periods, including an evaluation of the amounts and certainty of cash flows from operations and outside sources. This discussion and analysis is intended to highlight and supplement financial and operating data and information presented elsewhere in this report, including the consolidated financial statements and related notes. The discussion contains forward-looking statements within the meaning and protections of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, our actual results may differ from those expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this Quarterly Report on Form 10-Q and in other reports or documents that we file from time to time with the SEC include, but are not limited to, the following:

• general economic and business conditions in our local markets, including conditions affecting employment levels, interest rates, inflation, the threat of recession, volatile equity capital markets, property and casualty insurance costs, collateral values, customer income, creditworthiness and confidence, spending and savings that may affect customer bankruptcies, defaults, charge-offs and deposit activity; and the impact of the foregoing on customer behavior (including the velocity and levels of deposit withdrawals and loan repayment);
• uncertainties surrounding geopolitical events, trade policy, taxation policy, and monetary policy which continue to impact the outlook for future economic growth; impacts from current and/or future imposition of tariffs by the United States against other nations; consideration of responsive actions by these nations, including retaliatory tariffs, or the expansion of import fees and tariffs among a larger group of nations is bringing greater ambiguity to the outlook for future economic growth, including reduced consumer spending, lower economic growth or recession, reduced demand for U.S. exports, disruptions to supply chains, impacts from decreased international tourism, decreased demand for other banking products and services, and negative credit quality developments arising from the foregoing or other factors;
• adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, liquidity and regulatory responses to these developments (including increases in the cost of our deposit insurance assessments), the Company's ability to effectively manage its liquidity risk and any growth plans, and the availability of capital and funding;
• balance sheet and revenue growth expectations may differ from actual results;
• the risk that our provision for credit losses may be inadequate or may be negatively affected by credit risk exposure;
• loan growth expectations;
• management’s predictions about charge-offs;
• fluctuations in commercial and residential real estate values, especially as they relate to the value of collateral supporting the Company's loans;
• the risk that our enterprise risk management framework may not identify or address risks adequately, which may result in unexpected losses;
• the impact of current and future business combinations, including Sabal Trust Company, upon our performance and financial condition including our ability to successfully integrate the businesses;
• deposit trends, including growth, pricing and betas;
• credit quality trends;
• changes in interest rates, including actions taken by the Federal Reserve Board and the impact of fluctuations in interest rates on our financial projections, models and guidance;
• net interest margin trends, including the impact of ongoing elevated interest rates;
• changes in the cost and availability of funding due to changes in the deposit and credit markets;
• success of revenue-generating and cost reducing initiatives;
• future expense levels;
• changes in expense to revenue (efficiency ratio), including the risk that we may not realize and/or sustain benefits from efficiency and growth initiatives or that we may not be able to realize cost savings or revenue benefits in the time period expected, which could negatively affect our future profitability;
• the effectiveness of derivative financial instruments and hedging activities to manage risks;
• risks related to our reliance on third parties to provide key components of our business infrastructure, including the risks related to disruptions in services or financial difficulties of a third-party vendor;
• risks related to potential claims, damages, penalties, fines and reputational damage resulting from pending or future litigation, regulatory proceedings or enforcement actions;
• risks related to the ability of our operational framework to manage risks associated with our business such as credit risk and operation risk, including third-party vendors and other service providers, which could among other things, result in a material breach of operating or security systems as a result of a cyber-attack or similar acts;
• the extensive use, reliability, disruption, and accuracy of the models and data upon which we rely;
• risks related to our implementation of new lines of business, new products and services, new technologies, and expansion of our existing business opportunities;
• projected tax rates;
• future profitability;
• purchase accounting impacts, such as accretion levels;
• our ability to identify and address potential cybersecurity risks and/or breaches, which may be exacerbated by recent developments in generative artificial intelligence, on our systems and/or third party vendors and service providers on which we rely, a material failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage to our systems, increased costs, losses, or adverse effects to our reputation;
• our ability to receive dividends from Hancock Whitney Bank could affect our liquidity, including our ability to pay dividends or take other capital actions;
• the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and the rapid technology changes in the financial services market;
• the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations or other supervisory actions or directives and any necessary capital initiatives;
• our ability to effectively compete with other traditional and non-traditional financial services companies, some of whom possess greater financial resources than we do or are subject to different regulatory standards;
• our ability to maintain adequate internal controls over financial reporting;
• the financial impact of future tax legislation;
• the effects of war or other conflicts, acts of terrorism, climate change, natural disasters such as hurricanes, freezes, flooding, man-made disasters, such as oil spills, health emergencies, epidemics or pandemics, or other catastrophic events that may affect general economic conditions, and/or increase costs, including, but not limited to, property and casualty and other insurance costs;
• risks related to diversity, equity and inclusion, and environmental, social and governance legislation, rulemaking, activism and litigation, the scope and pace of which could alter our reputation and shareholder, associate, customer and third-party affiliations;
• changes in laws and regulations affecting our businesses, including governmental monetary and fiscal policies, legislation and regulations relating to bank products and services, increased regulatory scrutiny resulting from bank failures, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses;
• the potential implementation of a regulatory reform agenda impacting rulemaking, supervision, examination and enforcement priorities of the federal banking agencies; and
• the risk that the regulatory environment may not be conducive to or may prohibit the consummation of future mergers and/or business combinations, may increase the length of time and amount of resources required to consummate such transactions, and the potential to reduce anticipated benefits from such mergers or combinations.

Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “forecast,” “goals,” “targets,” “initiatives,” “focus,” “potentially,” “probably,” “projects,” “outlook,” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events.

Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward looking statements. Additional factors that could cause actual results to differ materially can be found in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, or in other periodic reports that we file with the SEC.

You are cautioned not to place undue reliance on these forward-looking statements. We do not intend, and undertake no obligation, to update or revise any forward-looking statements, whether as a result of differences in actual results, changes in assumptions or changes in other factors affecting such statements, except as required by law.

OVERVIEW

Non-GAAP Financial Measures

Management’s Discussion and Analysis of Financial Condition and Results of Operations include non-GAAP measures used to describe our performance. These non-GAAP financial measures have inherent limitations as analytical tools and should not be considered on a standalone basis or as a substitute for analyses of financial condition and results as reported under GAAP. Non-GAAP financial measures are not standardized and therefore, it may not be possible to compare these measures with other companies that present measures having the same or similar names. These disclosures should not be considered an alternative to GAAP.

A reconciliation of those measures to GAAP measures are provided in the Consolidated Financial Results table later in this item. The following is a summary of these non-GAAP measures and an explanation as to why they are deemed useful.

Consistent with the provisions of subpart 229.1400 of the Securities and Exchange Commission’s Regulation S-K, “Disclosures by Bank and Savings and Loan Registrants,” we present net interest income, net interest margin and efficiency ratios on a fully taxable equivalent ("te") basis. The te basis adjusts for the tax-favored status of net interest income from certain loans and investments using a statutory federal tax rate of 21% to increase tax-exempt interest income to a taxable equivalent basis. We believe this measure to be the preferred industry measurement of net interest income, and that it enhances comparability of net interest income arising from taxable and tax-exempt sources.

We present certain additional non-GAAP financial measures to assist the reader with a better understanding of the Company’s performance period over period, and to provide investors with assistance in understanding the success management has experienced in executing its strategic initiatives. The Company highlights certain items that are outside of our principal business and/or are not indicative of forward-looking trends in supplemental disclosure items below our GAAP financial data and presents certain "Adjusted" ratios that exclude these disclosed items. These adjusted ratios provide management and the reader with a measure that may be more indicative of forward-looking trends in our business, as well as demonstrates the effects of significant gains or losses and changes.

We define Adjusted Pre-Provision Net Revenue as net income excluding provision expense and income tax expense, plus the taxable equivalent adjustment (as defined above), less supplemental disclosure items (as defined above). Management believes that adjusted pre-provision net revenue is a useful financial measure because it enables investors and others to assess the Company’s ability to generate capital to cover credit losses through a credit cycle. We define Adjusted Revenue as net interest income (te) and noninterest income less supplemental disclosure items. We define Adjusted Noninterest Expense as noninterest expense less supplemental disclosure items. We define our Efficiency Ratio as noninterest expense to total net interest income (te) and noninterest income, excluding amortization of purchased intangibles and supplemental disclosure items, if applicable. Management believes adjusted revenue, adjusted noninterest expense and the efficiency ratio are useful measures as they provide a greater understanding of ongoing operations and enhance comparability with prior periods.

Acquisition

On May 2, 2025, we completed the acquisition of Sabal Trust Company (“Sabal”). Based in St. Petersburg, Florida, with three additional locations in the Central Florida region, Sabal was the largest independent, employee-owned non-depository trust company in Florida. The transaction added assets under management and administration of approximately $3 billion to our existing trust and asset management business and provides the opportunity to develop relationships in other private, wholesale and retail services in high-growth markets.

For additional information on this transaction, refer to Note 2 – "Acquisition" in the notes to our consolidated financial statements included elsewhere in this document.

Current Economic Environment

The second quarter of 2025 was marked with economic volatility as markets continued to contend with changing edicts on tariffs and various other political and social actions and developments. The tariff declaration in early April, or "Liberation Day," triggered a steep but brief selloff in financial markets that was followed by a strong rebound upon announcement of a pause on new tariffs to allow for negotiations of trade agreements. Inflation markers trended favorably in the early part of the quarter before rising to 2.7% in June. Unemployment statistics remained fairly positive and stable in the range of 4.1% to 4.2% during the period, though concerns of further softening in the labor market remain. Longer-term interest rates also experienced volatility, with the 10-year U.S. Treasury yield ranging from just under 4% to nearly 4.6% during the period. Despite the disruption and uncertainty, real gross domestic product (GDP), a key metric of the pace of economic activity, grew 3.0% on an annualized basis in the second quarter of 2025. The Federal Reserve reiterated its commitment to its dual mandate of maximum employment and price stability. While uncertainty about the economic outlook has diminished somewhat, it remains elevated, leading the Federal Reserve’s policy committee to maintain its wait and see approach for further changes in monetary policy.

Within the financial services industry, economic uncertainty and prolonged elevated interest rates continue to present headwinds in terms of loan demand and deposit behavior. Despite these pressures, we experienced solid linked-quarter loan growth due to stronger demand, increased line utilization and lower payoffs. Funding costs continued to benefit from repricing of interest-bearing deposits as a result of earlier interest rate cuts and promotional rate reductions, contributing to net interest margin expansion during the period.

Economic Outlook

We utilize economic forecasts produced by Moody’s Analytics (Moody’s) that provide various scenarios to assist in the development of our economic outlook. This outlook discussion utilizes the June 2025 Moody’s forecast, the most current available at June 30, 2025. The forecasts are anchored on a baseline forecast scenario, which Moody’s defines as the “most likely outcome” of where the economy is headed based on current conditions. Several upside and downside scenarios are produced that are derived from the baseline scenario and incorporate varying degrees of favorable and unfavorable adjustments to economic indicators and circumstances as compared to the baseline.

Key assumptions within the June 2025 baseline forecast include the following: (1) The effective tariff rate will rise from nearly 3% to an average close to 15% through mid-2026 before slowly falling in subsequent years; (2) the Federal Reserve will issue rate cuts of 25 basis points each in September and December 2025, with further gradual reductions in 2026 until the benchmark rate reaches 3%; (3) the economy remains near full-employment with the current unemployment rate of 4.1%, but global trade war is expected to damage the U.S. economy and, as a result, the unemployment rate will rise to a peak of 4.8% in late 2026; (4) GDP will display modest annual below-trend growth in the coming years of 1.5% in 2025, 1.4% in 2026, and 1.8% in 2027; and, (5) the 10-year U.S. Treasury yield is forecasted to average 4.3% in 2025 and hover around its current level through the end of the decade because of elevated inflation and fiscal uncertainty.

The S-2 scenario presents a downside alternative to the baseline. The S-2 scenario assumes the impacts of the current administration's tariff and immigration plans and actions on the economy are worse than expected, causing inflation to rise in the third quarter of 2025. The effective tariff rate is forecasted to increase to 22% and remain elevated through most of 2026. Further, elevated interest rates weaken credit-sensitive spending more than anticipated and there is longer and farther-reaching disturbance from geopolitical conflict. The scenario assumes the unemployment rate will rise considerably to a peak of 7.1% in the second quarter of 2026 and remain elevated before returning to full employment in mid-2029. As a result of these pressures, the U.S. falls into a mild recession beginning in the third quarter of 2025 that lasts for three quarters, with the stock market contracting 23% and a peak-to-trough decline in GDP of 1%. Despite the onset of the recession, rising inflation prompts the Federal Reserve to raise its benchmark rate in the third quarter of 2025 before resuming easement in the fourth quarter of 2025.

Management has deemed certain assumptions underlying the downside S-2 scenario to be as likely to occur in the near term as those underlying the baseline scenario, and, as such, the baseline scenario and the S-2 scenario were each given probability weightings of 50% in the calculation of our allowance for credit losses calculation at June 30, 2025. The weighting of scenarios has changed from the March 31, 2025 calculation of allowance for credit losses, where the baseline scenario was weighted at 40% and the downside S-2 scenario was weighted at 60%. The change in weighting does not represent a significant shift in our outlook, but rather is a function of a shift in the assumptions underlying the forecasts.

The credit loss outlook for our portfolio as a whole has not changed materially since March 31, 2025. We continue to closely monitor our portfolio for customers that are sensitive to prolonged inflation, the elevated interest rate environment, tariffs and/or other economic circumstances that may impact credit quality.

Recent and expected changes in fiscal and other policies with the current administration create significant uncertainty as to the impact on the U.S and global economies. The effects of continued elevated inflation, and the Federal Reserve’s actions to counter these effects, as well as to respond to other economic concerns, could reduce economic growth in the near term. The full extent of the impact of these and other influential factors are uncertain and may have an adverse effect on the U.S. economy, including the possibility of an economic recession or slower growth in the near or midterm.

Highlights of the Second Quarter 2025

We reported net income for the second quarter of 2025 of $113.5 million, or $1.32 per diluted common share, compared to $119.5 million, or $1.38 per diluted common share, in the first quarter of 2025 and $114.6 million, or $1.31 per diluted common share, in the second quarter of 2024. The second quarter of 2025 includes $5.9 million, or $0.05 per diluted share, of supplemental disclosure items related to the costs associated with the acquisition of Sabal. There were no supplemental disclosure items in the first quarter of 2025 or the second quarter of 2024.

Second quarter 2025 results compared to first quarter 2025:

• Net income of $113.5 million, or $1.32 per diluted share; includes the impact of the Sabal acquisition on May 2, 2025
• Adjusted pre-provision net revenue, a non-GAAP measure, totaled $167.9 million, up $5.5 million, or 3%
• Period-end loans totaled $23.5 billion, up $363.6 million, or 2%
• Period-end deposits totaled $29.0 billion, down $148.1 million, or 1%
• Nonaccrual loans and criticized commercial loans decreased
• Allowance for credit losses coverage to total loans remains solid at 1.45%, down 4 basis points (bps)
• Net interest margin of 3.49%, up 6 bps from 3.43%
• Tangible common equity ratio of 9.84%, down 17 bps; common equity tier 1 ratio of 13.97%, down 51 bps; and total risk-based capital ratio of 15.82%, down 55 bps; reflects deployment of capital through growth and shareholder returns
• Efficiency ratio, a non-GAAP measure, improved to 54.91%, compared to 55.22%

Our results for the three months ended June 30, 2025 reflect another quarter of strong performance. Our net interest margin continued to expand, adjusted pre-provision net revenue grew, and our efficiency ratio and certain asset quality metrics improved. We deployed capital to fund both organic growth and inorganic growth, including the acquisition of Sabal Trust Company on May 2, 2025, and to repurchase 750,000 shares of our common stock. The Sabal acquisition expands our trust and asset management business in Florida and provides opportunities to build relationships in the region. We experienced loan growth of 2% across our footprint and in most business segments, driven by the stronger demand that we were expecting to see as the year progressed. We look forward to continued progress as we carry out our multi-year growth plan, while remaining focused on balance sheet optimization and effective expense control. We believe we are well positioned to continue to enhance shareholder value.

Consolidated Financial Results

The following table contains the consolidated financial results for the periods indicated.

(in thousands, except per share data)

45

($ in thousands)

(a) For analytical purposes, management adjusts interest income and net interest income for tax-exempt items to a taxable equivalent basis using a federal income tax rate of 21%.

(b) The tangible common equity ratio is common stockholders’ equity less intangible assets divided by total assets less intangible assets.

(c) The efficiency ratio, a non-GAAP financial measure, is noninterest expense to total net interest (te) and noninterest income, excluding amortization of purchased intangibles and supplemental disclosure items.

(d) Refer to the non-GAAP financial measures section of this analysis for a discussion of these measures.

RESULTS OF OPERATIONS

Net Interest Income

Net interest income (te) for the second quarter of 2025 totaled $279.5 million, up $6.7 million, or 2%, compared to the first quarter of 2025, and $552.2 million for the first six months of 2025, up $9.9 million, or 2%, compared to the same period in 2024.

The $6.7 million increase in net interest income (te) from the first quarter of 2025 was driven by an increase in interest income (te) of $6.9 million that was partially offset by an increase in interest expense of $0.2 million. The increase in interest income (te) was driven primarily by an additional accrual day, a favorable change in the earning asset mix, and higher yields on the loan and securities portfolios. Included in interest income on securities was $1.5 million and $0.7 million in the second and first quarters of 2025, respectively, associated with certain fair value hedges that became effective during the year, favorably impacting the securities yield by 7 bps in the second quarter of 2025 and 4 bps in the first quarter of 2025. The increase in interest expense was largely driven by an increase in average short-term borrowings and the impact of an additional accrual day, partially offset by a decrease in both the cost and average balance of interest-bearing deposits and a favorable change in the mix therein.

The net interest margin for the second quarter of 2025 was 3.49%, up 6 bps from 3.43% in the first quarter of 2025. The increase in the net interest margin was largely driven by a decrease in rates on deposits (+4 bps), higher loan yields (+2 bps) and securities yields (+2 bps), partially offset by an unfavorable change in funding mix as the volume of higher-cost short-term borrowings increased (-2 bps).

The $9.9 million increase in net interest income (te) for the six months ended June 30, 2025 from the same period in 2024 was largely interest rate driven, as the decline in prevailing rates on interest-bearing liabilities outpaced lower yields on interest earning assets. The increase is also reflective of favorable changes in average balance and mix within interest-bearing liabilities, partially offset by a decline in average loans and the net impact of one less accrual day. Interest income (te) decreased $51.7 million, driven largely by a decrease in both loan yields and average balances, partially offset by increases in securities yields and average balances. Interest expense decreased $61.6 million, driven largely by a decline in both average interest-bearing deposit balances and the interest rates paid on those deposits, as well as a decrease in the average short-term borrowings. The decrease in average interest-bearing deposits includes the impact of the elimination of higher-cost brokered time deposits outstanding, with average balances down $398.9 million from the comparative period.

The net interest margin for the six months ended June 30, 2025 was 3.46%, up 12 bps from 3.34% for the same period in 2024. The increase in the net interest margin also reflects the decrease in the cost of funds outpacing the decline in the yield on earning assets. The rate on interest-bearing liabilities was down 55 bps from 2024, primarily driven by the lower interest rate environment, promotional rate reductions, and a more favorable mix of retail deposits. The yield on average earning assets was down 23 bps, largely the result of a 35 bp decline in the loan yield, reflective of market interest rate movement, that was partially offset by a 24 bp increase in securities yields, as cash flows from maturing securities were reinvested into instruments with higher yields, coupled with the favorable impact from the fair value hedges described above.

We expect full year 2025 net interest income (te) to be up between 3% to 4% when compared to 2024; with modest and consistent expansion in net interest margin during the second half of 2025. The forecasted improvement for the full year is expected to be driven by lower deposit costs, low single-digit loan growth and continued repricing of cash flows from both the securities and fixed rate loan portfolios. Our guidance assumes 25 bp rate cuts by the Federal Reserve in September and December 2025; however, modeling a scenario with no rate cuts in the remainder of 2025 yielded similar results.

The following tables detail the components of our net interest income (te) and net interest margin.

($ in millions)

(a) Taxable equivalent (te) amounts were calculated using a federal income tax rate of 21%.

(b) Includes nonaccrual loans.

(c) Average securities do not include unrealized holding gains/losses on available for sale securities.

(d) Included in interest income is net purchase accounting accretion of $0.8 million for the three months ended June 30, 2024. There was no net purchase accounting accretion in 2025.

($ in millions)

(a) Taxable equivalent (te) amounts were calculated using a federal income tax rate of 21%.

(b) Includes nonaccrual loans.

(c) Average securities do not include unrealized holding gains/losses on available for sale securities.

(d) Included in interest income is net purchase accounting accretion of $1.1 million six months ended June 30, 2024. There was no net purchase accounting accretion in 2025.

Provision for Credit Losses

During the second quarter of 2025, we recorded a provision for credit losses of $14.9 million, compared to $10.5 million in the first quarter of 2025. The provision for credit loss in the second quarter of 2025 included net charge-offs of $17.8 million and a reserve release of $2.9 million, compared to net charge-offs of $10.3 million and a reserve build of $0.2 million in the first quarter of 2025. The increase in provision expense is largely attributable to the higher charge-offs in the current quarter, including a $14.6 million commercial charge-off related to a single borrower that is working through resolution, with relatively stable to improving performance in other credit metrics.

Annualized net charge-offs as a percentage of average loans in the second quarter of 2025 were 0.31%, up from 0.18%, in the first quarter of 2025. Net charge-offs in the second quarter of 2025 included $14.7 million in the commercial portfolio, $2.9 million in the consumer portfolio and $0.2 million in the residential mortgage portfolio. Net charge-offs in the first quarter of 2025 included $7.1 million in the commercial portfolio and $3.4 million in the consumer portfolio, partially offset by net recoveries of $0.2 million in the residential mortgage portfolio.

We recorded a provision for credit losses of $25.4 million for the six months ended June 30, 2025, compared to $21.7 million for the same period in 2024. The provision for credit losses for the six months ended June 30, 2025 included net charge-offs of $28.0 million and a reserve release of $2.6 million, compared to net charge-offs of $16.3 million and a reserve build of $5.4 million in the same period in 2024. Net charge-offs for the six months ended June 30, 2025 were 0.24% of average loans, comprised of net charge-offs of

$21.8 million in the commercial portfolio, including the $14.6 million charge-off attributable to a single borrower, and $6.3 million in the consumer portfolio, partially offset by net recoveries of less than $0.1 million in the residential mortgage portfolio. Net charge-offs for the six months ended June 30, 2024 were 0.14% of average loans, comprised of net charge-offs of $9.4 million in the commercial portfolio and $7.1 million in the consumer portfolio, partially offset by net recoveries of $0.2 million in the residential mortgage portfolio.

We currently expect net charge-offs as a percentage of average loans to range from 0.15% to 0.25% for 2025. Future assumptions in economic forecasts, loan growth, portfolio mix and asset quality metrics will drive the level of credit loss reserves and resulting provision for credit loss expense.

The discussion labeled "Allowance for Credit Losses and Asset Quality" that appears later in this Item provides additional information on these changes and on general credit quality.

Noninterest Income

Noninterest income totaled $98.5 million for the second quarter of 2025, up $3.7 million, or 4%, from the first quarter of 2025. The increase in noninterest income from the first quarter of 2025 was largely driven by trust fees as a result of the Sabal acquisition, as well as growth in most revenue lines that were partially offset by declines in other miscellaneous income, net gains on sales of assets, investment and annuity fees and insurance commissions, and credit related fees. For the six months ended June 30, 2025, noninterest income totaled $193.3 million, up $16.3 million, or 9%, from the same period in 2024. The increase from the six months ended June 30, 2024 is also attributable to growth in most lines that was partially offset by declines in other miscellaneous income, net gains on sales of assets, and credit related fees. A more detailed discussion of these and other noninterest income variances follows.

The components of noninterest income are presented in the following table for the indicated periods.

($ in thousands)

Service charges on deposit accounts include consumer, business, and corporate deposit account servicing fees, as well as nonsufficient funds fees on non-consumer accounts, overdraft and overdraft protection fees, and other customer transaction-related fees. Service charges on deposits totaled $24.3 million for the second quarter of 2025, relatively flat compared to the first quarter of 2025. The linked-quarter results reflect an increase in consumer overdraft fees, largely offset by a decline in analysis fees on business accounts. For the six months ended June 30, 2025, service charges on deposits totaled $48.4 million, up $3.9 million, or 9%, from the same period in 2024. The year-over-year increase was largely attributable to consumer overdraft fees, and analysis fees and overdraft fees on business accounts.

Trust fee income represents revenue generated from a full range of trust services, including asset management and custody services provided to individuals, businesses and institutions. Trust fees totaled $22.8 million for the second quarter of 2025, up $4.7 million, or 26%, from the first quarter of 2025. The linked-quarter increase reflects $3.6 million in personal trust fees as a result of the May 2, 2025 Sabal acquisition, $0.6 million in seasonal tax preparation fees, and market value-driven growth in personal and corporate trust fees in our legacy business. Trust fees for the six months ended June 30, 2025 totaled $40.8 million, up $5.2 million, or 15%, from the same period in 2024. The year-over-year increase also reflects $3.6 million in personal trust fees as a result of the Sabal acquisition and growth in our legacy personal and corporate trust fees, partially offset by a decline in employee benefits trust revenue.

Bank card and ATM fees include interchange and other income from credit and debit card transactions, fees earned from processing card transactions for merchants, and fees earned from ATM transactions. Bank card and ATM fees totaled $22.0 million for the second quarter of 2025, up $1.3 million, or 6%, from the first quarter of 2025. The linked-quarter increase was driven by increases in credit card, including purchasing card, and debit card processing fees. For the six months ended June 30, 2025, bank card and ATM fees totaled $42.7 million, up $0.3 million, or 1%, from the same period in 2024, as increases in purchasing card and debit card processing fees were partially offset by declines in business credit card processing fees and ATM fees.

Investment and annuity fees and insurance commissions, which include both fees earned from sales of annuity and insurance products, as well as managed account fees, totaled $10.6 million, down $0.8 million, or 7%, from the first quarter of 2025. The linked-quarter decrease was largely driven declines in fixed income trading and corporate underwriting fees, partially offset by increases in annuity sales volume and insurance commissions. For the six months ended June 30, 2025, investment and annuity fees and insurance commissions totaled $22.0 million, up $0.4 million, or 2%, from the same period in 2024. The year-over-year increase was driven by an increase in investment management fees, which was partially offset by a decline in annuity sales volume.

Income from secondary mortgage market operations is comprised of income produced from the origination and sales of residential mortgage loans in the secondary market. We offer a full range of mortgage products to our customers and typically sell longer-term fixed-rate loans while retaining the majority of adjustable-rate loans, as well as loans generated through programs to support customer relationships. Secondary mortgage market operations income will vary based on mortgage application volume, pull through rates, the percentage of loans ultimately sold in the secondary market and the timing of such sales. Income from secondary mortgage market operations was $4.1 million in the second quarter of 2025, up $0.7 million, or 20%, from the first quarter of 2025. The linked-quarter increase was primarily attributable to an increase in mortgage loan production. For the six months ended June 30, 2025, income from secondary mortgage market operations totaled $7.6 million, up $1.2 million, or 18%, from the same period in 2024. The year-over-year increase was attributable to an increase in mortgage loan production, partially offset by a lower percentage of loans sold in the secondary market, as opposed to being retained in our portfolio.

Income from bank-owned life insurance (BOLI) is typically generated through insurance benefit proceeds as well as the growth of the cash surrender value of insurance contracts held. Income from BOLI was $5.3 million for the second quarter of 2025, up $0.4 million, or 9%, from the first quarter of 2025. The linked-quarter increase was attributable to a $0.2 million increase in mortality gains and a $0.2 million increase in income associated with changes in cash surrender value. For the six months ended June 30, 2025, income from BOLI totaled $10.2 million, up $2.2 million, or 28%, from the same period in 2024. The year-over-year increase is attributable to a $1.6 million increase in income associated with changes in cash surrender value and a $0.6 million increase in mortality gains.

Credit related fees include fees assessed on letters of credit and unused portions of loan commitments. Credit related fees were $2.7 million for the second quarter of 2025, down $0.1 million, or 4%, from the first quarter of 2025. For the six months ended June 30, 2025, credit related fees totaled $5.6 million, down $0.7 million, or 11%, from the same period in 2024. The linked-quarter and year-over-year decreases were largely driven by unused commitment fees, which are generally a function of credit line utilization.

Income or loss from customer and other derivatives is largely from our customer interest rate derivative program. Income from customer and other derivatives totaled $2.0 million for the second quarter of 2025, compared to a loss of $0.3 million in the first quarter of 2025. The linked-quarter increase was primarily driven by the customer interest rate derivative program, which can vary period to period based on the market conditions. For the six months ended June 30, 2025, income from customer and other derivatives totaled $1.7 million compared to a loss of $3.9 million for the same period in 2024. The year-over-year increase was due in part to the 2024 results including a $1.5 million loss related to assumption changes for certain valuation inputs on customer derivatives and $1.7 million of higher losses resulting from assumption changes to the Visa Class B derivative liability. The remaining year-over-year increase is attributable to the customer interest rate derivative program, driven by market conditions. Derivative income can be volatile and is dependent upon the composition of the portfolio, volume and mix of sales and termination activity, and market value adjustments due to market interest rate movement.

Net gains on sales of premises, equipment and other assets consist primarily of net revenue earned from sales of excess-bank owned facilities and equipment no longer in use, gains on sales of Small Business Administration (SBA) and other non-residential mortgage loans, and leases and other assets associated with the equipment finance line of business. Net gains on sales of premises, equipment and other assets totaled $1.0 million for the second quarter of 2025, down $0.8 million from the first quarter of 2025, largely attributable to a decrease in gains on sales of SBA loans. For the six months ended June 30, 2025, net gains on sales of premises, equipment and other assets totaled $2.9 million, down $0.9 million from the same period in 2024, largely driven by a decline in gains on sales of premises totaling $1.5 million that was partially offset by a $0.6 million increase in gains on sales of SBA loans. The level of net gains or losses on sales of these assets in a given reporting period will vary based on a variety of circumstances.

Other miscellaneous income is comprised of various items, including income from investments in small business investment companies (SBIC), Federal Home Loan Bank (FHLB) stock dividends, and fees from loan syndication and other specialty lines of business. Other miscellaneous income totaled $3.7 million, down $4.0 million, or 52% from the first quarter of 2025. For the six months ended June 30, 2025, other miscellaneous income totaled $11.5 million, down $0.7 million, or 6%, from the same period in 2024. The linked-quarter decline was largely driven by a $2.6 million decrease in SBIC income and a $1.7 million decrease in syndication fees. The year-over-year decline was largely driven by a decrease of $3.4 million in dividends on FHLB stock, reflecting a decline in the level of stock owned, partially offset by increases of $1.6 million in SBIC income and $1.3 million in syndication fees. SBIC income and syndication fees will vary from period to period, depending on activity.

We expect noninterest income to be up 9% to 10% for the full year of 2025 from the 2024 noninterest income of $364.1 million. This guidance includes the impact of the Sabal acquisition that closed on May 2, 2025.

Noninterest Expense

Noninterest expense for the second quarter of 2025 was $216.0 million, up $10.9 million, or 5%, from the first quarter of 2025. Included in noninterest expense for the second quarter of 2025 were supplemental disclosure items totaling $5.9 million attributable to costs associated with the Sabal acquisition. Excluding the supplemental disclosure items, noninterest expense for the second quarter of 2025 was up $5.0 million, or 2%, from the first quarter of 2025, largely attributable to increases in professional services expense, personnel expense, occupancy and equipment expense, and business development expense that were partially offset by decreases in other real estate and foreclosed assets expense and deposit insurance and regulatory fees. For the six months ended June 30, 2025, noninterest expense totaled $421.0 million, up $7.3 million, or 2%, from the same period in 2024. The six months ended June 30, 2025 included the $5.9 million Sabal acquisition supplemental disclosure items as described above and the six months ended June 30, 2024 included a $3.8 million supplemental disclosure item attributable to an FDIC special assessment. Excluding the impact of the supplemental disclosure items in both periods, noninterest expense was up $5.2 million, or 1%, from the same period in 2024, largely attributable to increases in professional services expense, other real estate and foreclosed assets expense, data processing expense, other retirement expense, and business development expense, partially offset by decreases in personnel expense, deposit insurance and regulatory fees, and corporate value and franchise taxes and other non-income taxes. A more detailed discussion of these and other noninterest expense variances follows.

The components of noninterest expense are presented in the following table for the indicated periods.

($ in thousands)

Personnel expense consists of salaries, incentive compensation, long-term incentives, payroll taxes, and other employee benefits such as 401(k), pension, and insurance for medical, life and disability. Personnel expense totaled $116.5 million for the second quarter of 2025, up $2.2 million, or 2%, from the first quarter of 2025. The three months ended June 30, 2025 included $1.4 million of Sabal acquisition costs highlighted as supplemental disclosure items. Excluding the Sabal acquisition costs, personnel expense for the second quarter of 2025 was up $0.7 million, or 1%, from the first quarter of 2025. The linked-quarter increase was largely attributable to increases in salary expense as a result of annual merit increases, one additional payroll day, the addition of Sabal associates, and higher stock-based compensation, partially offset by declines in payroll tax and 401(k) match expense, as the first quarter of 2025 included seasonal incremental expense. For the six months ended June 30, 2025, personnel expense totaled $230.9 million, down $9.0 million, or 4%, from the same period in 2024. Excluding the $1.4 million of the Sabal acquisition costs, personnel expense for the six months ended June 30, 2025 was down $10.4 million, or 4%, from the same period in 2024. The year-over-year decline reflects a favorable impact from salary deferrals associated with lending activities, a decrease in incentives and bonus expense, decreased headcount (excluding new associates from Sabal), and one less payroll day, partially offset by annual merit increases, the addition of Sabal associates, and increases in most benefit categories.

Occupancy and equipment expenses are primarily composed of lease expenses, depreciation, maintenance and repairs, rent, property taxes, and other equipment expenses. Occupancy and equipment expenses totaled $18.4 million for the second quarter of 2025, up $0.7 million, or 4%, from the first quarter of 2025, as increases in building and equipment maintenance and leased facility expense were partially offset by a decline in building insurance expense. For the six months ended June 30, 2025, occupancy and equipment expenses totaled $36.0 million, up $0.9 million, or 3%, compared to the same period in 2024. The year-over-year increase was largely driven by building and equipment maintenance and leased facility expense that was partially offset by decreases in depreciation and amortization and building insurance and personal property taxes. The increase in occupancy and equipment expense for both the three and six month periods ending June 30, 2025 includes approximately $0.3 million of Sabal operating costs post-merger.

Data processing expense includes expenses related to third party technology processing and servicing costs, technology project costs and fees associated with bank card and ATM transactions, and credit card reward expenses. Data processing expense was $33.4 million for the second quarter of 2025, up $2.2 million, or 7%, from the first quarter of 2025. Included in the three months ended June 30, 2025 was $2.0 million of Sabal acquisition costs highlighted as supplemental disclosure items. Excluding the Sabal acquisition costs, data processing expense for the second quarter of 2025 was up $0.2 million, or 1%, from the first quarter of 2025, as increases in certain activity-based processing fees and ATM services expense were largely offset by a decrease in amortization and maintenance on data processing software. For the six months ended June 30, 2025, data processing expense totaled $64.7 million, up $4.6 million, or 8%, from the same period in 2024. Excluding the $2.0 million of Sabal acquisition costs, data processing expense for the six months ended June 30, 2025 was up $2.6 million, or 4%, from the same period in 2024. The year-over-year increase was largely attributable to increases in certain activity-based fees, including card processing and technology enhancement costs, credit card rewards expense and ATM servicing, partially offset by a decrease in amortization and maintenance on data processing software. Data processing expense can vary from period to period, depending on business needs and technology enhancement initiatives.

Professional services expense includes accounting and audit, legal, consulting and certain outsourced service expense. Professional services expense for the second quarter of 2025 totaled $16.4 million, up $4.1 million, or 34%, from the first quarter of 2025. Included in the three months ended June 30, 2025 was $1.5 million of Sabal acquisition costs highlighted as supplemental disclosure items. Excluding the Sabal acquisition costs, professional services expense for the second quarter of 2025 was up $2.6 million, or 21%, from the first quarter of 2025, primarily attributable to costs associated with stand-alone engagements, process improvement, and legal fees. For the six months ended June 30, 2025, professional services expense totaled $28.6 million, up $10.1 million, or 55%, from the same period in 2024. Excluding the $1.5 million of Sabal acquisition costs, professional services expense for the six months ended June 30, 2025 was up $8.6 million, or 46%, from the same period in 2024, also largely attributable to costs associated with stand-alone engagements, process improvement and legal fees, in addition to an increase in expense for certain outsourced initiatives. Professional services expense may vary from period to period, generally related to the timing of external service needs.

Deposit insurance and regulatory fees for the second quarter of 2025 totaled $4.8 million, down $0.2 million, or 4%, from the first quarter of 2024. For the six months ended June 30, 2025, deposit insurance and regulatory fees totaled $9.8 million, down $5.1 million, or 34%, from the same period in 2024. Included in the six months ended June 30, 2024 was a supplemental disclosure item of $3.8 million attributable to a more sizable adjustment to the special assessment by the FDIC to cover losses incurred under the systemic risk exception following the failure of two large regional banks. Excluding the impact of the supplemental disclosure item, the year-over-year decline in deposit insurance and regulatory fees was primarily attributable to changes in our risk-based assessment calculation as well as less significant quarterly adjustments to the special assessment based on quarterly updates from the FDIC.

The FDIC special assessment expense recorded to date is management's estimate of our portion of the cost attributable to the systemic risk exception based on information from the FDIC. However, the loss estimates resulting from the failures of Silicon Valley Bank and Signature Bank may be subject to further change pending the projected and actual outcome of loss share agreements, joint ventures, and outstanding litigation. The exact amount of losses incurred will not be determined until the FDIC terminates the receiverships of these banks; therefore, the exact exposure to the Company remains unknown.

Net losses from other real estate and foreclosed assets totaled $1.2 million in the second quarter of 2025, compared to net losses of $1.8 million in the first quarter of 2025, driven in part by an increase in other real estate valuation expense. For the six months ended June 30, 2025, net losses from other real estate and foreclosed assets totaled $3.0 million, compared to net gains of $1.3 million for the same period last year. The net losses for the six months ended June 30, 2025 include a $3.6 million valuation charge attributable to one commercial property. The level of net income or losses associated with holding and maintaining the other real estate owned portfolio can vary depending on sales activity, valuation adjustments and income or expense associated with operating and maintaining foreclosed property. Gains or losses on the sale of other real estate and foreclosed assets may occur periodically and are dependent on the number and type of assets for sale and current market conditions.

Corporate value, franchise and other non-income tax expense for the second quarter of 2025 totaled $4.7 million, up $0.4 million, or 10%, from the first quarter of 2025. The linked-quarter increase is largely attributable to higher franchise tax. For the six months ended June 30, 2025, corporate value, franchise and other non-income tax expense totaled $9.0 million and down $1.1 million, or 11%, from the same period in 2024. The year-over-year decline is largely attributable to decreases in both franchise and bank share taxes. The calculation of bank share tax is based on multiple variables, including average quarterly assets, earnings and stockholders’ equity to determine the taxable assessment value and can vary from period to period.

Business development-related expenses (including advertising, travel, entertainment and contributions) totaled $8.2 million for the second quarter of 2025, up $0.6 million, or 8%, compared to the first quarter of 2025, driven largely by an increase in travel and charitable contributions, partially offset by a decline in sponsorships and entertainment expense. For the six months ended June 30, 2025, business development-related expenses totaled $15.9 million, up $1.1 million, or 8%, from the same period in 2024, largely attributable to an increase in sponsorships and entertainment expense and travel expense that were partially offset by decreases in charitable contributions and advertising expense.

All other expenses, excluding amortization of intangibles, is comprised of a variety of other operational expenses and losses, tax credit investment amortization, and net other retirement expense. All other expenses totaled $9.8 million for the second quarter of 2025, up $1.1 million, or 13%, from the first quarter of 2025. Included in the three months ended June 30, 2025 was approximately $1.0 million of Sabal acquisition costs highlighted as supplemental disclosure items. Excluding the Sabal acquisition costs, other expenses for the second quarter of 2025 were virtually flat compared to the first quarter of 2025. For the six months ended June 30, 2025, all other expenses totaled $18.5 million, up $1.8 million, or 11%, from the same period in 2024. Excluding the approximately $1.0 million of Sabal acquisition costs, all other expenses were up $0.8 million, or 5%, from the same period in 2024, driven largely by an increase in net other retirement expense that was partially offset by a decrease in tax credit investment amortization.

We expect adjusted noninterest expense to be up 4% to 5% for the full year of 2025 from the 2024 adjusted noninterest expense of $816.1 million. This guidance includes the impact of the Sabal acquisition that closed on May 2, 2025.

Income Taxes

The effective income tax rate for the second quarter of 2025 was 21.5% compared to 19.9% in the first quarter of 2025. The effective income tax rate for the six months ended June 30, 2025 was 20.7% compared to 19.8% for the same period in 2024.

Many factors impact the effective income tax rate including, but not limited to, the level of pre-tax income and relative impact of net tax benefits related to tax credit investments, tax-exempt interest income, bank-owned life insurance, and nondeductible expenses. Additionally, discrete tax items recognized in any given period affect the comparability of the effective income tax rate between periods. Such items include share-based compensation, valuation allowance changes, uncertain tax position changes and tax law changes. Based on the current forecast, management expects the effective income tax rate for 2025 will be in the 20% to 21% range, absent any further changes in tax law.

Our effective tax rate has historically varied from the federal statutory rate primarily because of tax-exempt income and tax credits. Interest income on bonds issued by or loans to state and municipal governments and authorities, and earnings from the bank-owned life insurance program are the major components of tax-exempt income. The main source of tax credits has been investments in tax-advantaged securities and tax credit projects. These investments are made primarily in the markets we serve and are directed at tax credits issued under the Federal and State New Market Tax Credit (“NMTC”) programs, Low-Income Housing Tax Credit (“LIHTC”) programs, as well as pre-2018 Qualified Zone Academy Bonds (“QZAB”) and Qualified School Construction Bonds (“QSCB”). These investments generate tax credits, which reduce current and future taxes and are recognized when earned as a benefit in the provision for income taxes.

We have invested in NMTC projects through investments in our own Community Development Entities (“CDE”), as well as other unrelated CDEs. Federal tax credits from NMTC investments are recognized over a seven-year period, while recognition of the benefits from state tax credits varies from three to five years. We have also invested in affordable housing projects that generate federal LIHTC tax credits that are recognized over a ten-year period, beginning in the year the rental activity begins. The amortization of the LIHTC investment cost is recognized as a component of income tax expense in proportion to the tax credits recognized over the ten-year credit period.

Based on tax credit investments that have been made to date in 2025, we expect to realize benefits from federal and state tax credits over the next three years totaling $8.2 million, $8.0 million, and $5.5 million in 2026, 2027, and 2028, respectively. We intend to continue making investments in tax credit projects. However, our ability to access new credits will depend upon, among other factors, federal and state tax policies and the level of competition for such credits.

On July 4, 2025, “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14,” more commonly referred to as the “One Big Beautiful Bill Act” (OBBBA) was signed into law. OBBBA enacted broad changes to the domestic and international taxation arena by extending many expiring Tax Cuts and Jobs Act tax provisions among other individual and business tax relief measures, along with funding national defense and border security, cutting certain federal spending programs, phasing out certain renewable energy credits created by the Inflation Reduction Act, and raising the national debt ceiling, among other things. Management is currently evaluating the potential impacts of the provisions of the OBBBA to the Company, however, based on information available to date, we do not anticipate the OBBBA will have a material impact on the Company’s consolidated financial position or results of operations, absent any further changes in law.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Liquidity management ensures that funds are available to meet the cash flow requirements of our depositors and borrowers, while also meeting the operating, capital and strategic cash flow needs of the Company, the Bank and other subsidiaries. As part of the overall asset and liability management process, liquidity management strategies and measurements have been developed to manage and monitor liquidity risk. The following table summarizes available liquidity at June 30, 2025:

($ in thousands)

(a) Amount used includes letters of credit.

Liquidity levels of financial institutions continue to be in heightened focus since the failure of several major regional U.S. banks that experienced large-scale deposit runs in the first half of 2023. At June 30, 2025, our available on and off-balance sheet liquidity of $19.4 billion is well in excess of our estimated uninsured, noncollateralized deposits of approximately $11.2 billion.

The asset portion of the balance sheet provides liquidity primarily through loan principal repayments, maturities and repayments of investment securities and occasional sales of various assets. Short-term investments such as federal funds sold, securities purchased under agreements to resell and interest-bearing deposits with the Federal Reserve Bank or with other commercial banks are additional sources of liquidity to meet cash flow requirements. Free securities represent unpledged securities that can be sold or used as collateral for borrowings, and include unpledged securities assigned to short-term dealer repurchase agreements or to the Federal Reserve Bank discount window. Total pledged securities were $3.2 billion at June 30, 2025, virtually flat compared to March 31, 2025 and down from $3.9 billion at December 31, 2024. Management has established an internal target for the ratio of free securities to total securities of 20% or greater. As shown in the table below, our ratio of free securities to total securities was 59.44% at June 30, 2025, compared to 58.64% at March 31, 2025, and 48.65% at December 31, 2024. The decrease in pledged securities and related increase in free securities compared to December 31, 2024 is largely attributable to pledges that were released in response to a decrease in public funds deposits. Both securities and FHLB letters of credit are pledged as collateral related to public funds and repurchase agreements.

The liability portion of the balance sheet provides liquidity mainly through the ability to use cash sourced from customer deposit accounts. At June 30, 2025, deposits totaled $29.0 billion, down $148.1 million from March 31, 2025, and $446.2 million from December 31, 2024, due primarily to typical seasonal movement in public funds deposits. There were no brokered time deposits at June 30, 2025 and March 31, 2025 compared to $6.9 million at December 31, 2024. The use of brokered deposits as a funding source is subject to certain policies regarding the amount, term and interest rate.

Core deposits consist of total deposits excluding certificates of deposit of $250,000 or more and brokered deposits. Core deposits totaled $27.5 billion at June 30, 2025, virtually flat compared to March 31, 2025, and down $258.5 million, or 1%, from December 31, 2024. Changes in the level of core deposits will vary based on the level of total deposits and the mix therein. The ratio of core deposits to total deposits was 94.68% at June 30, 2025 compared to 94.34% at March 31, 2025, and 94.12% at December 31, 2024.

Purchases of federal funds, securities sold under agreements to repurchase and other short-term borrowings from customers provide additional sources of liquidity to meet short-term funding requirements. Besides funding from customer sources, the Bank has a line of credit with the FHLB that is secured by blanket pledges of certain mortgage loans. At June 30, 2025, the bank had $400 million in borrowings and approximately $4.9 billion available under this line. At June 30, 2025, the unused borrowing capacity at the Federal Reserve’s discount window was approximately $3.3 billion. There were no outstanding borrowings with the Federal Reserve at any date during any period covered by this report.

Wholesale funds, which are comprised of short-term borrowings, long-term debt and brokered deposits were 4.57% of core deposits at June 30, 2025, compared to 2.74% at March 31, 2025, and 3.09% at December 31, 2024. At June 30, 2025, wholesale funds totaled $1.3 billion, an increase of $502.2 million, or 67% from March 31 2025, and $399.1 million, or 47% from December 31, 2024. The amount of wholesale funds outstanding will vary based on retail deposit levels and current funding needs. The Company has established an internal target for wholesale funds to be less than 25% of core deposits.

Other key measures used to monitor liquidity include the liquid asset ratio and the loan-to-deposit ratio. The liquid asset ratio (liquid assets, consisting of cash, short-term investments and free securities, divided by total liabilities) measures our ability to meet short-term obligations. Our liquid asset ratio was 17.67% at June 30, 2025, compared to 18.08% at March 31, 2025, and 15.26% at December 31, 2024. Management has established a minimum liquid asset ratio of 7.5% and an internal target of 12% or greater. The loan to deposit ratio (average loans outstanding for the reporting period divided by average deposits outstanding) measures the amount of funds the Bank lends for each dollar of deposits on hand. Our average loan-to-deposit ratio for the second quarter of 2025 was 81.15%, compared to 80.23% for the first quarter of 2025, and 79.87% for the fourth quarter of 2024. Management has an established target range for the loan-to-deposit ratio of 87% to 89%, but will operate outside that range under certain circumstances.

Cash generated from operations is another important source of funds to meet liquidity needs. The Consolidated Statements of Cash Flows included in Part I, Item 1 of this document present operating cash flows and summarize all significant sources and uses of funds during the six months ended June 30, 2025 and 2024.

Dividends received from the Bank have been the primary source of funds available to the Parent for the payment of dividends to our stockholders, repurchasing our common stock in the open market, and for servicing its debt. The liquidity management process takes into account the various regulatory provisions that can limit the amount of dividends the Bank can distribute to the Parent. The Parent targets cash and other liquid assets to provide liquidity in an amount sufficient to fund approximately six quarters of ongoing cash or liquid asset needs, consisting primarily of common stockholder dividends, debt service requirements, and any expected early extinguishment of debt. The Parent may operate below the target level on a temporary basis if a return to the target can be achieved in the near-term, generally not to exceed four quarters. The Parent had cash and liquid assets of $256.2 million at June 30, 2025, exceeding our internal target.

Capital Resources

Stockholders’ equity totaled $4.4 billion at June 30, 2025, up $237.8 million, or 6%, from December 31, 2024. The increase from December 31, 2024 is primarily attributable to net income of $233.0 million, other comprehensive income of $136.3 million and $7.6 million of long-term incentive plan and dividend reinvestment activity. These factors were partially offset by dividends of $78.6 million and share repurchases of $60.5 million.

The tangible common equity (TCE) ratio was 9.84% at June 30, 2025, up 37 bps from 9.47% at December 31, 2024, driven primarily by tangible net earnings (+69 bps), other comprehensive income (+40 bps) and a stock-based compensation and other (+2 bps), partially offset by capital deployed in the Sabal acquisition (-32 bps), dividends (-23 bps), common share repurchases (-18 bps), and tangible asset growth (-1 bp).

The regulatory capital ratios of the Company and the Bank at June 30, 2025 remained well in excess of current regulatory minimum requirements, including capital conservation buffers, by at least $1.2 billion. The Company and the Bank have been categorized as “well-capitalized” in the most recent notices received from our regulators. Refer to the Supervision and Regulation section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion of our capital requirements.

The following table shows the regulatory capital ratios for the Company and the Bank as calculated under current rules for the indicated periods. The capital ratios presented for December 31, 2024 and prior reflect the election to use the current expected credit loss five-year transition rule, which expired on December 31, 2024.

We regularly perform stress analysis on our capital levels. One such scenario includes the hypothetical impact of including accumulated other comprehensive losses on market valuations of available for sale securities and cash flow hedges in regulatory capital and a further stress scenario that includes both those losses plus losses on the held to maturity investment portfolio in regulatory capital. We estimate that our regulatory capital ratios would remain in excess of the well-capitalized minimums under both of these stress scenarios at June 30, 2025.

On April 24, 2025, our board of directors declared the regular quarterly common stock cash dividend of $0.45 per share. The quarterly common stock cash dividend was paid on June 16, 2025 to shareholders of record on June 5, 2025. The Company has paid uninterrupted dividends to its shareholders since 1967.

In December 2024, our Board of Directors authorized a stock repurchase program, effective January 1, 2025, to repurchase up to 4.3 million shares of the Company’s common stock (approximately 5% of the shares of common stock outstanding as of December 31, 2024). The authorization is set to expire on December 31, 2026. The shares may be repurchased in the open market, by block purchase, through accelerated share repurchase plans, in privately negotiated transactions or otherwise, in one or more transactions, from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the Securities and Exchange Commission. The Company is not obligated to purchase any shares under this program and the repurchase authorization may be terminated or amended by the Board at any time prior to the expiration date. During the second quarter of 2025, the Company repurchased 750,000 shares under this program at an average price of $52.39 per share, inclusive of commissions. At June 30, 2025, 1,100,000 shares had been repurchased under this program at an average price of $54.58 per share, inclusive of commissions. The company has accrued an estimated excise tax liability on net share repurchases of $0.4 million at June 30, 2025.

BALANCE SHEET ANALYSIS

Short-Term Investments

Short-term assets are held so that funds are available to meet the cash flow needs of both borrowers and depositors. Short-term investments, including interest-bearing bank deposits and federal funds sold, were $604.6 million at June 30, 2025, down $236.8 million from March 31, 2025 and $335.1 million from December 31, 2024. Average short-term investments of $535.7 million for the second quarter of 2025 were down $157.6 million from the first quarter of 2025. Average short term investments for the six months ended June 30, 2025 totaled $614.0 million, up $155.7 million compared from the same period in 2024. Typically, the balance of short-term investments will change on a daily basis depending upon movement in customer loan and deposit accounts.

Securities

The purpose of the securities portfolio is to increase profitability, mitigate interest rate risk, provide liquidity and comply with regulatory pledging requirements. Our securities portfolio includes securities categorized as available for sale and held to maturity. Available for sale securities are carried at fair value and may be sold prior to maturity. Unrealized gains or losses on available for sale securities, net of deferred taxes, are recorded as accumulated other comprehensive income or loss in stockholders' equity.

Investment in securities totaled $7.9 billion at June 30, 2025, up $173.0 million, or 2%, from March 31, 2025 and $270.9 million, or 4%, from December 31, 2024. The increase from December 31, 2024 was primarily driven by favorable movement in the fair value adjustment on the available for sale portfolio of $160.0 million, as well as additional investment in the available for sale portfolio. At June 30, 2025, securities available for sale totaled $5.7 billion and securities held to maturity totaled $2.2 billion.

Our securities portfolio consists mainly of residential and commercial mortgage-backed securities and collateralized mortgage obligations that are issued or guaranteed by U.S. government agencies. We invest only in high quality investment grade securities with a targeted portfolio effective duration generally between two and five and a half years. At June 30, 2025, the average expected maturity of the portfolio was 5.35 years with an effective duration of 3.94 years and a nominal weighted-average yield of 2.77%. Under an immediate, parallel rate shock using increases of 100 bps and 200 bps, the effective durations would be 3.98 and 3.96 years, respectively. At December 31, 2024, the average expected maturity of the portfolio was 5.58 years with an effective duration of 4.12 years and a nominal weighted-average yield of 2.66%. The changes in expected maturity, effective duration, and nominal weighted-average yield were largely the result of reinvestment and additional investment in the portfolio during the period. At June 30, 2025, approximately $514.0 million of our available for sale securities are hedged with $477.5 million in fair value hedges in order to provide protection and flexibility to reposition and/or reprice the portfolio, effectively reducing the duration (market price risk) on the hedged securities. During the six months ended June 30, 2025, $203.5 million of fair value hedges became effective, with the net earnings recorded in interest income. Once effective, fair value hedges synthetically convert the notional amount of the hedged asset over the life of the hedge to a variable rate instrument that is indexed to the federal funds effective rate.

At the end of each reporting period, we evaluate the securities portfolio for credit loss. Based on our assessments, expected credit loss was not material for any period presented, and therefore no allowance for credit loss was recorded.

Loans

Total loans at June 30, 2025 were $23.5 billion, up $363.6 million or 2% from March 31, 2025 and up $162.3 million, or 1%, from December 31, 2024. The net increase in loans is largely due to stronger demand, increased line utilization and lower payoffs, discussed in more detail below.

The following table shows the composition of our loan portfolio at each date indicated.

($ in thousands)

Our commercial customer base is diversified over a range of industries. We lend mainly to middle-market and smaller commercial entities, although we do participate in larger shared-credit loan facilities generally with businesses/sponsors operating in our market areas that are well known to the relationship officers. Shared national credits outstanding at June 30, 2025 totaled approximately $2.2 billion, or 9.5% of total loans, virtually flat compared to March 31, 2025, and down $92.3 million from December 31, 2024. At June 30, 2025, our larger concentrations in shared national credits includes approximately $331 million of real estate rental and leasing credits, $324 million of finance and insurance credits, $253 million of manufacturing credits, $225 million of healthcare-related credits, $203 million in information credits, $203 million of transportation and warehousing credits, and $190 million in wholesale trade credits, with the remainder of the balance in other diverse industries.

Commercial and industrial (“C&I”) loans include both non-real estate and owner occupied real estate secured loans. C&I totaled $12.9 billion at June 30, 2025, up $259.3 million, or 2%, from March 31, 2025 and $8.4 million, or less than 1%, from December 31, 2024. The increase is reflective of increased demand, with growth spread across several sectors.

Our C&I loan portfolio is well diversified by product, client, and geography throughout our footprint. Nevertheless, we may be exposed to certain concentrations of credit risk which exist in relation to different borrowers or groups of borrowers, specific types of collateral, industries, loan products, or regions. The following table provides detail of the more significant industry concentrations for our commercial and industrial loan portfolio, which is based on NAICS codes for all industries, with the exception of energy, which is based on the borrower’s source of revenue (i.e. a manufacturer whose income is derived from energy-related business is reported as energy).

( $ in thousands )

Commercial real estate - income producing loans totaled approximately $3.9 billion at June 30, 2025, up $130.6 million, or 3%, from March 31, 2025 and $141.7 million, or 4%, from December 31, 2024. Construction and land development loans totaled approximately $1.2 billion at June 30, 2025, down $68.4 million, or 5%, from March 31, 2025, and $61.6 million, or 5%, from December 31, 2024. The following table details the end-of-period aggregated commercial real estate - income producing and construction loan balances by property type. Loans reflected in 1-4 family residential construction include both loans to construction builders as well as single family borrowers.

( $ in thousands )

The residential mortgage loan portfolio totaled $4.1 billion at June 30, 2025, up $32.2 million, or 1%, compared to March 31, 2025 and $96.0 million, or 2%, compared to December 31, 2024. The composition of the residential mortgage loan portfolio will depend on the volume of loans originated and the percentage ultimately sold in the secondary market.

The consumer loan portfolio totaled $1.3 billion at June 30, 2025, up $9.9 million, or 1%, from March 31, 2025 and down $22.1 million, or 2%, from December 31, 2024. Changes in the consumer loan portfolio balance include the impact of our exit from the indirect automobile lending market, where the existing portfolio is in run-off. The indirect loan portfolio totaled $8.9 million at June 30, 2025, down $3.8 million from March 31, 2025 and down $9.1 million from December 31, 2024.

Average loans for the second quarter of 2025 of $23.2 billion were up $180.7 million, or 1%, compared to the first quarter of 2025.

Management expects the December 31, 2025 period-end loan growth percentage to be in the low single digits from the December 31, 2024 balance of $23.3 billion.

Allowance for Credit Losses and Asset Quality

Our allowance for credit losses was $340.3 million at June 30, 2025, down $2.9 million from March 31, 2025, and $2.6 million from December 31, 2024. The decrease in the allowance for credit losses from March 31, 2025 is attributable to $17.8 million of net charge-offs, partially offset by a $14.9 million provision for credit losses. Our overall credit loss outlook is not significantly different from that at March 31, 2025. Uncertainty remains related to tariffs, ongoing inflationary pressure, elevated interest rates and the outcome of the Federal Reserve’s actions with respect to monetary policy, and geopolitical conflicts, which continues to result in an elevated reserve relative to pre-pandemic levels. The allowance for loan losses decreased $4.9 million and the reserve for unfunded lending commitments increased $2.0 million from March 31, 2025. The decrease in the allowance for loan losses at June 30, 2025 compared to March 31, 2025 was largely driven by the commercial real estate - income producing and the construction and land development portfolios, which was partially offset by increases in certain other portfolios due to the expected impact of continued stress from current market conditions on our borrowers. The increase in the reserve for unfunded commitments compared to March 31, 2025 is largely volume driven.

We utilized the June 2025 Moody's economic scenarios for our allowance for credit losses at June 30, 2025. After considering the variables underlying each of the Moody's economic scenarios, management probability-weighed the baseline scenario at 50% and the downside S-2 mild recessionary scenario at 50% in the computation of the allowance for credit losses at June 30, 2025, compared to probability-weighting of the baseline scenario at 40% and the downside S-2 mild recessionary scenario at 60% in the computation of the allowance for credit losses at March 31, 2025. The change in probability weightings from those used at March 31, 2025 does not indicate a significant shift in our overall credit loss outlook, but rather, a response to certain changes in the assumptions underlying the Moody's forecast scenarios that shifted the baseline to be somewhat more pessimistic. Each of the scenarios considered have varying degrees of severity and duration of impacts to forecasted market conditions, economic indicators, monetary and other governmental policies and geopolitical conditions, among other variables. Refer to the Economic Outlook section of this discussion and analysis for further information on the Moody’s scenarios and our weighting assumptions.

Our allowance for credit losses coverage to total loans was 1.45% at June 30, 2025, down from 1.49% at March 31, 2025 and 1.47% at December 31, 2024. The allowance for credit losses on the commercial portfolio totaled $268.7 million, or 1.49% of that portfolio, at June 30, 2025, compared to $272.0 million, or 1.53%, at March 31, 2025. The allowance for credit losses on the residential mortgage portfolio totaled $43.6 million, or 1.08% of that portfolio, at June 30, 2025, compared to $43.2 million, or 1.07%, at March 31, 2025. The allowance for credit losses on the consumer portfolio totaled $28.0 million, or 2.08% of that portfolio, at June 30, 2025, compared to $28.0 million, or 2.09%, at March 31, 2025.

Criticized commercial loans totaled $569.3 million at June 30, 2025, down $24.7 million, or 4%, from $594.1 million at March 31, 2025, and $53.7 million, or 9%, from $623.0 million at December 31, 2024. Criticized loans are defined as those having potential weaknesses that deserve management’s close attention (risk-rated as special mention, substandard and doubtful), including both accruing and nonaccruing loans. The Company routinely assesses the ratings of loans in its portfolio through an established and comprehensive portfolio management process. In addition, the Company often reviews portfolios of loans to determine if there are areas of risk not specifically identified in its loan by loan approach. Criticized commercial loans comprised 3.15% of that portfolio at June 30, 2025, down from 3.35% at March 31, 2025, and 3.47% at December 31, 2024. We remain focused on identifying specific and broader risk indicators that may be impacting certain segments in our portfolio, and we have not seen signs of significant weakening in any particular industry, sector or geographic segment beyond what we believe has been experienced by the banking industry as a whole. Our criticized commercial loans at June 30, 2025 are diversified across many industries, with the largest concentrations as follows: $89.7 million in retail trade; $69.3 million in transportation and warehousing; $65.8 million in real estate, rental and leasing; $64.0 million in wholesale trade; $61.4 million in accommodation, food service, and entertainment; $56.5 million in healthcare and social assistance; $45.5 million in construction; and $43.5 million in manufacturing. Commercial loans risk rated pass-watch totaled $550.0 million at June 30, 2025, up $46.3 million, or 9%, from March 31, 2025, and $28.6 million, or 5%, from December 31, 2024. The pass-watch risk rating includes credits with negative performance trends that reflect sufficient risk to cause concern, but have not risen to the level of criticized.

Net charge-offs were $17.8 million, or 0.31% of average total loans on an annualized basis in the second quarter of 2025, compared to $10.3 million, or 0.18% of average total loans on an annualized basis in the first quarter of 2025. Net charge-offs in the second quarter of 2025 included $14.7 million in the commercial portfolio, which includes a $14.6 million charge-off attributable to a single borrower that is working through resolution, $2.9 million in the consumer portfolio, and $0.2 million in the residential mortgage portfolio. Net charge-offs in the first quarter of 2025 included $7.1 million in the commercial portfolio and $3.4 million in the consumer portfolio, partially offset by net recoveries of $0.2 million in the residential mortgage portfolio.

The following table provides a rollforward for the allowance for credit loss, coverage ratios and net charge-off ratios for the periods indicated.

($ in thousands)

The following table sets forth for the periods indicated nonaccrual loans and reportable loan modifications to borrowers experiencing financial difficulty by type, and foreclosed and surplus ORE and other foreclosed assets. The table also includes loans past due 90 days or more and still accruing.

($ in thousands)

Nonaccrual loans plus ORE and foreclosed assets totaled $121.8 million at June 30, 2025, down $9.1 million from March 31, 2025, and $3.4 million from December 31, 2024. Nonaccrual loans of $94.9 million decreased $9.3 million from March 31, 2025, and $2.4 million from December 31, 2024. The ratio to total loans remains relatively low at 0.40% of the total portfolio. ORE and foreclosed assets were $26.8 million at June 30, 2025, up $0.2 million from March 31, 2025, and down $1.0 million from December 31, 2024. Nonaccrual loans plus ORE and other foreclosed assets as a percentage of total loans, ORE and other foreclosed assets was 0.52% at June 30, 2025, down 5 bps from March 31, 2025, and 2 bps from December 31, 2024. The higher than typical balance of loans 90 days past due still accruing of $58.7 million at June 30, 2025 includes $36.7 million related to a single relationship with matured loans that were extended shortly after quarter-end.

We currently expect net charge-offs as a percentage of average loans to range from 0.15% to 0.25% for 2025. Future assumptions in economic forecast, loan growth, portfolio mix and asset quality will drive the level of credit loss reserves.

Deposits

Deposits provide the most significant source of funding for our interest earning assets. Generally, our ability to compete for market share depends on our deposit pricing and our wide range of products and services that are focused on customer needs, among other factors. We offer high-quality banking services with convenient delivery channels, including online and mobile banking. We provide specialized services to our commercial customers to promote commercial deposit growth. These services include treasury management, industry expertise and lockbox services.

Lack of diversity in concentration within a deposit base may increase the risk of events or trends that could prompt a larger-scale demand for deposits outflow. Concerns over a financial institution's ability to protect deposit balances in excess of the federally insured limit may increase the risk of a deposit run. We consider our deposit base to be seasoned, stable and well-diversified. We also offer our customers an insured cash sweep product (ICS) that allows customers to secure deposits above FDIC insured limits. We continue to see demand for the ICS product, with the balance totaling $385.4 million at June 30, 2025, compared to $378.5 million at March 31, 2025 and $359.7 million at December 31, 2024. At June 30, 2025, we have calculated our average deposit account size by dividing period-end deposits by the population of accounts with balances to be approximately $37,500, which includes $201,700 in our commercial and small business lines (excluding public funds), $121,100 in our wealth management business line, and $18,200 in our consumer business line.

Further, at June 30, 2025, our sources of liquidity exceed uninsured deposits. We have estimated the Bank’s amount of uninsured deposits using the methodologies and assumptions required for FDIC regulatory reporting to be approximately $14.4 billion at June 30, 2025, down $134.3 million compared to March 31, 2025. Our uninsured deposit total at June 30, 2025 includes approximately $3.2 billion of public funds that have pledged securities as collateral, leaving approximately $11.2 billion of noncollateralized, uninsured deposits compared to total liquidity of $19.4 billion. Our ratio of noncollateralized, uninsured deposits to total deposits was approximately 38.6% at June 30, 2025, compared to 37.7% at March 31, 2025, and 37.3% at December 31, 2024.

Total deposits were $29.0 billion at June 30, 2025, down $148.1 million, or 1%, from March 31, 2025 and $446.2 million, or 2% from December 31, 2024. Average deposits for the second quarter of 2025 were $28.6 billion, down $102.5 million, or less than 1%, from the first quarter of 2025.

The following table shows the composition of our deposits at each date indicated.

($ in thousands)

Noninterest-bearing demand deposits totaled $10.6 billion at June 30, 2025, up $23.9 million, or less than 1%, from March 31, 2025 and $41.3 million, or less than 1%, from December 31, 2024. Noninterest-bearing demand deposits comprised 37% of total deposits at June 30, 2025, up from 36% at both March 31, 2025 and December 31, 2024.

Interest-bearing transaction and savings accounts totaled $11.5 billion at March 31, 2025, up $78.9 million, or 1%, from March 31, 2025 and up $170.6 million, or 2%, from December 31, 2024. Interest-bearing public fund deposits totaled $3.0 billion at June 30, 2025, down $18.3 million, or 1%, from March 31, 2025 and $226.5 million or 7%, from December 31, 2024. The decrease in public funds deposits is mostly reflective of typical seasonal outflows during the first half of the year. Retail time deposits totaled $3.9 billion at June 30, 2025, down $232.6 million, or 6%, from March 31, 2025 and $424.7 million, or 10%, from December 31, 2024. The decline in retail time deposits is mostly attributable to maturities that did not renew, some of which shifted into interest-bearing transaction and savings accounts or non-interest bearing accounts. We had no brokered time deposits at June 30, 2025 and March 31, 2025, compared to $6.9 million at December 31, 2024. The Company uses brokered deposits as one component of its funding strategy, subject to certain policies regarding the amount, term and interest rate.

The rate paid on interest-bearing deposits for the second quarter of 2025 was 2.58%, down 5 bps from 2.63% in the first quarter of 2025. Rates paid on deposits will vary based on prevailing interest rates and promotional rate offerings on the various product types. The following table sets forth average balances and weighted-average rates paid on deposits for the second and first quarters of 2025 and the second quarter of 2024.

($ in millions)

The following sets forth the maturities of time certificates of deposit greater than $250,000 at June 30, 2025.

($ in thousands)

Management expects the December 31, 2025 period-end deposit growth percentage to be in the low single digits compared to the December 31, 2024 balance of $29.5 billion.

Short-Term Borrowings

At June 30, 2025, short-term borrowings totaled $1.0 billion, up $502.1 million from March 31, 2025 and $405.9 million from December 31, 2024. The increases from March 31, 2025 and December 31, 2024 are attributable to increases in FHLB borrowings and federal funds purchased, partially offset by a decrease in customer repurchase agreements. Average short-term borrowings of $853.7 million in the second quarter of 2025 were up $217.8 million, or 34%, from the first quarter of 2025.

Short-term borrowings are a core portion of the Company’s funding strategy and can fluctuate depending on our funding needs and the sources utilized. Customer repurchase agreements and FHLB borrowings are the major sources of short-term borrowings. Customer repurchase agreements are offered mainly to commercial customers to assist them with their cash management strategies or to provide a temporary investment vehicle for their excess liquidity pending redeployment for corporate or investment purposes. While customer repurchase agreements provide a recurring source of funds to the Bank, amounts available will vary. FHLB borrowings are funds from the Federal Home Loan Bank that are collateralized by certain residential mortgage and commercial real estate loans included in the Bank’s loan portfolio, subject to specific criteria. There was $400 million in FHLB borrowings outstanding at June 30, 2025. There were no FHLB borrowings outstanding at March 31, 2025 and December 31, 2024.

Long-Term Debt

Long-term debt totaled $210.6 million at June 30, 2025, virtually unchanged from both March 31, 2025 and December 31, 2024.

Long-term debt at June 30, 2025 includes subordinated notes payable with an aggregate principal amount of $172.5 million, a stated maturity of June 15, 2060, and a fixed rate of 6.25% per annum that qualify as Tier 2 capital of certain regulatory capital ratios. Subject to prior approval by the Federal Reserve, the Company may redeem these notes in whole or in part on any of its quarterly interest payment dates.

OFF-BALANCE SHEET ARRANGEMENTS

Loan Commitments and Letters of Credit

In the normal course of business, the Bank enters into financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of its customers. Such instruments are not reflected in the accompanying consolidated financial statements until they are funded, although they expose the Bank to varying degrees of credit risk and interest rate risk in much the same way as funded loans. Under regulatory capital guidelines, the Company and Bank must include unfunded commitments meeting certain criteria in risk-weighted capital calculations.

Commitments to extend credit include revolving commercial credit lines, non-revolving loan commitments issued mainly to finance the acquisition and development or construction of real property or equipment, and credit card and personal credit lines. The availability of funds under commercial credit lines and loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract and other contractual conditions. Loan commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower. Credit card and personal credit lines are generally subject to cancellation if the borrower’s credit quality deteriorates. A number of commercial and personal credit lines are used only partially or, in some cases, not at all before they expire, and the total commitment amounts do not necessarily represent our future cash requirements.

A substantial majority of the letters of credit are standby agreements that obligate the Bank to fulfill a customer’s financial commitments to a third party if the customer is unable to perform. The Bank issues standby letters of credit primarily to provide credit enhancement to its customers’ other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors of essential goods and services.

The contractual amounts of these instruments reflect our exposure to credit risk. The Bank undertakes the same credit evaluation in making loan commitments and assuming conditional obligations as it does for on-balance sheet instruments and may require collateral or other credit support. At June 30, 2025, the Company had a reserve for credit losses on unfunded lending commitments totaling $27.1 million.

The following table shows the commitments to extend credit and letters of credit at June 30, 2025 according to expiration date.

($ in thousands)

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There were no material changes or developments during the reporting period with respect to methodologies that the Company uses when applying what management believes are critical accounting policies and developing critical accounting estimates as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024.

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and with those generally practiced within the banking industry which require management to make estimates and assumptions about future events. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, and the resulting estimates form the basis for making judgments about the carrying values of certain assets and liabilities not readily apparent from other sources. Actual results could differ significantly from those estimates.

NEW ACCOUNTING PRONOUNCEMENTS

Refer to Note 17 to our consolidated financial statements included elsewhere in this report.

Our primary market risk is interest rate risk that stems from uncertainty with respect to the absolute and relative levels of future market interest rates that affect our financial products and services. In an attempt to manage our exposure to interest rate risk, management measures the sensitivity of our net interest income and cash flows under various market interest rate scenarios, establishes interest rate risk management policies and implements asset/liability management strategies designed to promote a relatively stable net interest margin under varying rate environments.

Net Interest Income at Risk

The following table presents an analysis of our interest rate risk as measured by the estimated changes in net interest income resulting from an instantaneous and sustained parallel shift in rates at June 30, 2025. Shifts are measured in 100 basis point increments in a range from -500 to +500 basis points from base case, with -300 through +300 basis points presented in the table below. Our interest rate sensitivity modeling incorporates a number of assumptions including loan and deposit repricing characteristics, the rate of loan prepayments and other factors. The base scenario assumes that the current interest rate environment is held constant over a 24-month forecast period and is the scenario to which all others are compared in order to measure the change in net interest income. Policy limits on the change in net interest income under a variety of interest rate scenarios are approved by the Board of Directors. All policy scenarios assume a static volume forecast where the balance sheet is held constant, although other scenarios are modeled.

The results indicate a general asset sensitivity across most scenarios driven primarily by repricing of cash flows in the investment and loan portfolios. As short-term rates have remained elevated, the funding mix has shifted to more rate sensitive deposits resulting in lower overall net interest income at risk as deposit repricing is expected to offset rate adjustments in the floating rate loan book. Furthermore, due to the funding mix shift, the Company is currently less sensitive to changes in short-term rate movements with interest rate risk being driven more by changes in the mid to long-term segment of the yield curve. When deemed prudent, management has taken actions to mitigate exposure to interest rate risk with on- or off-balance sheet financial instruments and intends to do so in the future. Possible actions include, but are not limited to, changes in the pricing of loan and deposit products, modifying the composition of earning assets and interest-bearing liabilities, and adding to, modifying or terminating existing interest rate swap agreements or other financial instruments used for interest rate risk management purposes.

Even if interest rates change in the designated amounts, there can be no assurance that our assets and liabilities would perform as anticipated. Additionally, a change in the U.S. Treasury rates in the designated amounts accompanied by a change in the shape of the U.S. Treasury yield curve would cause significantly different changes to net interest income than indicated above. Strategic management of our balance sheet and earnings is fluid and would be adjusted to accommodate these movements. As with any method of measuring interest rate risk, certain shortcomings are inherent in the methods of analysis presented above. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Certain assets such as adjustable-rate loans have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Also, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. All of these factors are considered in monitoring exposure to interest rate risk.

Economic Value of Equity (EVE)

EVE simulation involves calculating the present value of all future cash flows from assets and subtracting the present value of all future cash outflows from liabilities including the impact of off-balance sheet items such as interest rate hedges. This analysis results in a theoretical market value of the bank's equity or EVE. Management’s focus on EVE analysis is not on the resulting calculation of EVE itself, but instead on the sensitivity of EVE to changes in market rates. Policy limits on the change in EVE under a variety of interest rate scenarios are approved by the Board of Directors. The following table presents an analysis of the change in the Bank’s EVE resulting from instantaneous and parallel shifts in rates as of June 30, 2025. Shifts are measured in 100 basis point increments ranging from -500 to +500 basis points from base case, with -300 through +300 basis points presented in table below.

67

The net changes in EVE presented in the preceding table are within the parameters approved by the Boards of Directors. Because EVE measures the present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year). Further, EVE does not consider factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, possible hedging activities, or changing product spreads, each of which could mitigate the adverse impact of changes in interest rates.

In connection with the preparation of this Quarterly Report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2025, the Company’s disclosure controls and procedures were effective.

Our management, including the Chief Executive Officer and Chief Financial Officer, identified no change in our internal control over financial reporting that occurred during the three month period ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

In addition to the other information set forth in this Report, in evaluating an investment in the Company’s securities, investors should consider carefully, among other things, the risk factors previously disclosed in Part I, Item 1A of our 2024 Form 10-K. which could materially affect the Company's business, financial position, results of operations, cash flows, or future results. Please be aware that these risks may change over time and other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our business, financial condition or results of operations, or the trading price of our securities.

There are no material changes during the period covered by this Report to the risk factors previously disclosed in our 2024 Form 10-K.