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May 6, 2025 Newswires
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Form 10-Q Quarterly Report

U.S. Markets via PUBT

UNITED STATES

FEDERAL DEPOSIT INSURANCE CORPORATION

WASHINGTON, D.C. 20429

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

  • TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

FDIC Certificate No. 110

BANK OZK

(Exact name of registrant as specified in its charter)

ARKANSAS 71-0130170

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

18000 CANTRELL ROAD, LITTLE ROCK, ARKANSAS 72223

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (501) 978-2265 N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

OZK

Nasdaq Global Select Market

4.625% Series A Non-Cumulative Perpetual

Preferred Stock, $0.01 par value per share

OZKAP

Nasdaq Global Select Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

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

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Emerging growth company ☐

Smaller reporting company ☐

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

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

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Class Outstanding at April 30, 2025

Common Stock, $0.01 par value per share 112,619,104

BANK OZK FORM 10-Q

March 31, 2025

INDEX

PART I. Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (Unaudited) 3

Consolidated Statements of Income for the Three Months Ended March 31, 2025 and 2024

(Unaudited) 4

Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2025 and

2024 (Unaudited) 5

Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2025 and

2024 (Unaudited) 6

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024

(Unaudited)

7

Notes to Consolidated Financial Statements

8

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

23

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

55

Item 4

Controls and Procedures

55

PART II

Other Information

55

Item 1.

Legal Proceedings

55

Item 1A.

Risk Factors

55

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

56

Item 3.

Defaults Upon Senior Securities

56

Item 4.

Mine Safety Disclosures

56

Item 5.

Other Information

56

Item 6.

Exhibits

56

Signatures

57

Exhibit Index 58

‌PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

‌BANK OZK CONSOLIDATED BALANCE SHEETS

Unaudited

ASSETS

March 31, December 31,

2025 2024

(Dollars in thousands)

Cash and cash equivalents

$ 2,377,689

$ 2,781,101

Investment securities - available for sale ("AFS")

2,968,373

2,836,150

Federal Home Loan Bank of Dallas ("FHLB") and other bankers' bank stocks

14,186

39,930

Loans

31,107,873

29,968,867

Allowance for loan losses

(488,150)

(465,547)

Net Loans

30,619,723

29,503,320

Premises and equipment, net

767,784

739,111

Foreclosed assets

151,324

69,381

Accrued interest receivable

174,325

174,025

Bank owned life insurance ("BOLI")

834,915

829,405

Goodwill

660,789

660,789

Other, net

596,307

625,640

Total assets

$ 39,165,415

$ 38,258,852

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:

Demand non-interest bearing

$ 3,868,205

$ 3,769,543

Savings and interest bearing transaction

10,417,211

9,954,723

Time

17,640,250

17,318,806

Total deposits

31,925,666

31,043,072

Other borrowings

300,600

420,813

Subordinated notes

348,776

348,575

Subordinated debentures

113,652

113,652

Reserve for losses on unfunded loan commitments

150,609

153,813

Accrued interest payable and other liabilities

494,393

472,733

Total liabilities

33,333,696

32,552,658

Preferred stock, $0.01 par value; 100,000,000 shares authorized; 14,000,000 shares issued and outstanding at March 31, 2025 and December 31, 2024

338,980

338,980

Commitments and contingencies Stockholders' equity:

Common stock, $0.01 par value; 300,000,000 shares authorized; 113,726,947 and

113,457,726 shares issued and outstanding at March 31, 2025 and December 31, 2024,

respectively

1,137

1,135

Additional paid-in capital

1,624,463

1,625,506

Retained earnings

3,936,031

3,816,138

Accumulated other comprehensive loss

(69,275)

(76,136)

Total stockholders' equity before noncontrolling interest

5,831,336

5,705,623

Noncontrolling interest

383

571

Total stockholders' equity

5,831,719

5,706,194

Total liabilities and stockholders' equity

$ 39,165,415

$ 38,258,852

See accompanying notes to the consolidated financial statements.

‌BANK OZK

CONSOLIDATED STATEMENTS OF INCOME

Unaudited

Three Months

Ended March 31,

2025

2024

(Dollars in thousands,

except per share amounts)

Interest income:

Loans

$ 588,561

$ 591,941

Investment securities:

Taxable

13,188

9,333

Tax-exempt

13,056

11,173

Deposits with banks

20,933

24,606

Total interest income

635,738

637,053

Interest expense:

Deposits

255,805

254,323

Other borrowings

866

750

Subordinated notes

2,574

2,574

Subordinated debentures

1,983

2,472

Total interest expense

261,228

260,119

Net interest income

374,510

376,934

Provision for credit losses

38,417

42,923

Net interest income after provision for credit losses

336,093

334,011

Non-interest income:

Deposit-related fees

Overdraft fees

3,282

3,427

All other service charges

7,224

6,839

Loan-related fees

8,985

6,343

BOLI income

5,744

5,506

Trust income

2,514

2,324

Gains on sales of other assets

769

459

Net gains on investment securities

-

410

Other

6,206

3,776

Total non-interest income

34,724

29,084

Non-interest expense:

Salaries and employee benefits

82,200

69,564

Net occupancy and equipment

18,445

17,974

Other operating expenses

46,309

45,776

Total non-interest expense

146,954

133,314

Income before taxes

223,863

229,781

Provision for income taxes

51,892

54,226

Net income

171,971

175,555

Earnings attributable to noncontrolling interest

(12)

(18)

Preferred stock dividends

4,047

4,047

Net income available to common stockholders

$ 167,912

$ 171,490

Basic earnings per common share

$ 1.48

$ 1.51

Diluted earnings per common share

$ 1.47

$ 1.51

See accompanying notes to the consolidated financial statements.

‌BANK OZK

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited

Three Months Ended March 31, 2025 2024

(Dollars in thousands)

Net income

$ 171,971

$ 175,555

Other comprehensive income (loss):

Unrealized gains and (losses) on investment securities AFS

8,685

(12,815)

Tax effect of unrealized gains and losses on investment securities AFS

(1,824)

2,982

Total other comprehensive income (loss)

6,861

(9,833)

Total comprehensive income

$ 178,832

$ 165,722

See accompanying notes to the consolidated financial statements.

‌BANK OZK

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Unaudited

Preferred Stock

Common Stock

Additional Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive (Loss) Income

Non-Controlling

Interest Total

(Dollars in thousands, except per share amounts)

Three months ended March 31, 2025

Balances - December 31, 2024 $ 338,980 $ 1,135 $1,625,506 $3,816,138 $ (76,136) $ 571 $ 5,706,194

Net income - - - 171,971 - - 171,971

Earnings attributable to noncontrolling interest - - - (12) - 12 -

Total other comprehensive income - - - - 6,861 - 6,861

Preferred stock dividends, $0.28906 per share - - - (4,047) - - (4,047)

Common stock dividends, $0.42 per share - - - (48,019) - - (48,019)

Retuof capital paid to noncontrolling interest - - - - - (200) (200)

Issuance of 428,973 shares of common stock pursuant to stock-based compensation plans

-

4

92

-

-

-

96

Repurchase and cancellation of 149,584 shares of common stock withheld for tax pursuant to

stock-based compensation plans - (2) (7,094) - - - (7,096)

Stock-based compensation expense - - 5,959 - - - 5,959

Forfeitures of 10,168 shares of unvested

restricted common stock - - - - - - -

Balances - March 31, 2025 $ 338,980 $ 1,137 $1,624,463 $3,936,031 $ (69,275) $ 383 $ 5,831,719

Three months ended March 31, 2024

Balances - December 31, 2023 $ 338,980 $ 1,131 $1,612,446 $3,283,818 $ (97,374) $ 975 $ 5,139,976

Cumulative effect of change in accounting - - - 12,690 - - 12,690

Balances - January 1, 2024 338,980 1,131 1,612,446 3,296,508 (97,374) 975 5,152,666

Net income - - - 175,555 - - 175,555

Earnings attributable to noncontrolling interest - - - (18) - 18 -

Total other comprehensive loss - - - - (9,833) - (9,833)

Preferred stock dividends, $0.28906 per share - - - (4,047) - - (4,047)

Common stock dividends, $0.38 per share - - - (43,326) - - (43,326)

Retuof capital paid to noncontrolling interest - - - - - - -

Issuance of 484,818 shares of common stock pursuant to stock-based compensation plans

-

5

179

-

-

-

184

Repurchase and cancellation of 184,415 shares of common stock withheld for tax pursuant to

stock-based compensation plans - (2) (8,008) - - - (8,010)

Stock-based compensation expense - - 4,651 - - - 4,651

Forfeitures of 14,259 shares of unvested

restricted common stock - - - - - - -

Balances - March 31, 2024 $ 338,980 $ 1,134 $1,609,268 $3,424,672 $ (107,207) $ 993 $ 5,267,840

See accompanying notes to the consolidated financial statements.

‌BANK OZK

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

Three Months Ended March 31, 2025 2024

(Dollars in thousands)

Cash flows from operating activities:

Net income

$ 171,971

$ 175,555

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation

6,995

6,799

Amortization

12,764

10,906

Earnings attributable to noncontrolling interest

(12)

(18)

Provision for credit losses

38,417

42,923

Writedowns of foreclosed assets

350

472

Originations of mortgage loans held for sale

(14,554)

-

Proceeds from sales of mortgage loans held for sale

15,123

-

Net amortization of investment securities AFS

2,923

4,135

Net gains on investment securities

-

(410)

Gains on sales of other assets

(769)

(459)

Deferred income tax expense (benefit)

(32,201)

24,813

Increase in cash surrender value of BOLI

(5,744)

(5,506)

Stock-based compensation expense

5,959

4,651

Changes in assets and liabilities:

Trading account securities

-

414

Accrued interest receivable

(300)

(5,091)

Other assets, net

40,338

(5,089)

Accrued interest payable and other liabilities

27,582

(14,559)

Cash provided by operating activities

268,842

239,536

Cash flows from investing activities:

Proceeds from maturities/calls/paydowns of investment securities AFS

305,622

165,058

Purchases of investment securities AFS

(432,083)

(10,032)

Proceeds from sales of FHLB and other bankers' bank stock

26,197

36,859

Purchases of FHLB and other bankers' bank stock

(453)

(944)

Proceeds from sale of loans

13,588

143

Net increase in loans

(1,258,276)

(1,579,775)

Purchases of premises and equipment

(26,494)

(15,087)

Proceeds from BOLI death benefits

235

-

Proceeds from sales of other assets

6,020

2,199

Net cash invested in unconsolidated investments

(10,013)

(6,330)

Net cash used by investing activities

(1,375,657)

(1,407,909)

Cash flows from financing activities:

Net increase in deposits

882,594

2,000,927

Net repayments of other borrowings

(120,213)

(603,309)

Retuof capital to non-controlling interest

(200)

-

Cash dividends paid on common stock

(47,731)

(43,088)

Cash dividends paid on preferred stock

(4,047)

(4,047)

Proceeds from issuance of common stock pursuant to stock-based compensation plans

96

184

Repurchase and cancellation of shares of common stock - withheld for taxes

(7,096)

(8,010)

Net cash provided by financing activities

703,403

1,342,657

Net (decrease) increase in cash and cash equivalents

(403,412)

174,284

Cash and cash equivalents - beginning of period

2,781,101

2,149,529

Cash and cash equivalents - end of period

$ 2,377,689

$ 2,323,813

See accompanying notes to the consolidated financial statements.

‌BANK OZK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

  1. Organization

    Bank OZK ("the Bank") is headquartered in Little Rock, Arkansas and provides a wide range of retail and commercial banking services. At March 31, 2025, the Bank conducted operations through more than 240 offices in nine states, including offices in Arkansas, Georgia, Florida, North Carolina, Texas, Tennessee, New York, California and Mississippi. The Bank owns 100% of eight finance subsidiary business trusts - Ozark Capital Statutory Trust II ("Ozark II"), Ozark Capital Statutory Trust III ("Ozark III"), Ozark Capital Statutory Trust IV ("Ozark IV"), Ozark Capital Statutory Trust V ("Ozark V"), Intervest Statutory Trust II ("Intervest II"), Intervest Statutory Trust III ("Intervest III"), Intervest Statutory Trust IV ("Intervest IV") and Intervest Statutory Trust V ("Intervest V") (collectively, the "Trusts"). In addition, the Bank owns a subsidiary that holds its investment securities, a subsidiary engaged in the development of real estate, a subsidiary that holds an ownership interest in a private aircraft, a subsidiary that owns a renewable energy facility and various other entities that hold foreclosed assets or tax credits or engage in other activities.

    The Bank is an Arkansas state banking corporation and is subject to regulation by the Arkansas State Bank Department. Because the Bank is an insured depository institution that is not a member bank of the Federal Reserve System, its primary federal regulator is the Federal Deposit Insurance Corporation ("FDIC").

  2. Basis of Presentation and Significant Accounting Policy Changes

    The accompanying interim consolidated financial statements have been prepared by the Bank, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") in Article 10 of Regulation S-X and in accordance with the instructions to Form 10-Q and accounting principles generally accepted in the United States ("GAAP") for interim financial information. Certain information, accounting policies and footnote disclosures normally included in complete financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Bank's Annual Report on Form 10-K filed with the FDIC for the year ended December 31, 2024.

    The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. In the opinion of management, all adjustments considered necessary, consisting of normal recurring items, have been included for a fair statement of the accompanying consolidated financial statements. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the full year or future periods. Certain reclassifications of prior year amounts have been made to conform to the 2025 financials statements presentation. These reclassifications had no impact on prior year net income, as previously reported.

    The Bank operates in only one business segment with the Bank's Chairman of the Board and Chief Executive Officer being the chief operating decision maker ("CODM") for the Bank. The Bank's CODM evaluates the Bank's consolidated net income and net interest income, among other consolidated metrics, in managing the Bank's resources and assessing performance. The Bank's consolidated net income and net interest income are disclosed on the face of the Consolidated Statements of Income on page 4.

    Accordingly, there is no requirement to report segment information in the Bank's consolidated financial statements.

  3. Earnings Per Common Share ("EPS") and Share Repurchase Program

    Basic EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the applicable period. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding after consideration of the dilutive effect, if any, using the treasury stock method, of the Bank's common stock options and the non-vested performance stock units ("PSUs") under its long-term incentive agreements. Options to purchase 52,946 shares and 345,107 shares, respectively, of the Bank's common stock for the three months ended March 31, 2025 and 2024, respectively, were excluded from the diluted EPS calculations as inclusion of such options would have been anti-dilutive.

    In July 2024, the Bank's Board authorized a stock repurchase program for up to $200 million of our outstanding common stock, with an expiration on July 1, 2025, unless extended, shortened or suspended by the Board. In evaluating stock repurchases including the parameters for price and share value, management will consider a variety of factors including stock price, expected growth, capital position, alternative uses of capital, liquidity, financial performance, the current and expected macroeconomic environment, regulatory requirements and other factors. Between April 1 and April 30, 2025 the Bank repurchased 1,117,000 shares of common stock for

    $43.2 million, or approximately $38.68 per share.

    The following table presents the computation of basic and diluted EPS for the periods indicated.

    Three Months Ended March 31, 2025 2024

    (In thousands, except per share amounts)

    Numerator:

Denominator for basic EPS - weighted-average common shares

113,808

113,559

Effect of dilutive securities - stock options and PSUs

408

324

Denominator for diluted EPS - weighted-average common shares and assumed

conversions

114,216

113,883

Basic EPS

$ 1.48

$ 1.51

Diluted EPS

$ 1.47

$ 1.51

Net income available to common stockholders $ 167,912 $ 171,490 Denominator:

  1. Investment Securities

    The Bank's investment securities AFS are stated at estimated fair value in the consolidated financial statements with unrealized gains and losses, that do not include a credit component, reported net of related income tax as a separate component of stockholders' equity and included in accumulated other comprehensive income. Unrealized losses that include a credit component are considered in determining the Bank's allowance for credit losses ("ACL"). The Bank believes that the vast majority of unrealized losses on individual investment securities at March 31, 2025 and December 31, 2024 are the result of fluctuations in interest rates.

    The following table presents the amortized cost and estimated fair value of investment securities AFS as of the dates indicated.

    Amortized Cost

    Gross Unrealized Gains

    Gross Unrealized Losses

    Estimated Fair Value

    (Dollars in thousands)

    March 31, 2025:

    U.S. Government agency mortgage-backed securities

    $ 1,490,966

    $ 6,068

    $ (56,099)

    $ 1,440,935

    Obligations of state and political subdivisions

    1,542,079

    5,231

    (43,542)

    1,503,768

    Corporate obligations

    26,037

    -

    (2,367)

    23,670

    Total investment securities AFS

    $ 3,059,082

    $ 11,299

    $ (102,008)

    $ 2,968,373

    December 31, 2024:

    U.S. Government agency mortgage-backed securities

    $ 1,327,396

    $ 3

    $ (70,928)

    $ 1,256,471

    Obligations of state and political subdivisions

    1,451,430

    8,825

    (34,559)

    1,425,696

    Other U.S. Government agency securities

    130,000

    -

    (282)

    129,718

    Corporate obligations

    26,718

    -

    (2,453)

    24,265

    Total investment securities AFS

    $ 2,935,544

    $ 8,828

    $ (108,222)

    $ 2,836,150

    The following table shows the estimated fair value of investment securities AFS having gross unrealized losses and the amount of such unrealized losses, aggregated by investment category and length of time that individual investment securities have been in a continuous unrealized loss position, as of the dates indicated.

    Less than 12 Months 12 Months or More Total

    Estimated Fair Value

    Unrealized Losses

    Estimated Fair Value

    Unrealized Losses

    Estimated Fair Value

    Unrealized Losses

    (Dollars in thousands)

    March 31, 2025:

U.S. Government agency mortgage-backed

securities

$ 466

$ 11

$ 787,315

$ 56,088

$ 787,781

$ 56,099

Obligations of state and political subdivisions

631,133

11,083

448,340

32,459

1,079,473

43,542

Corporate obligations

520

9

23,149

2,358

23,669

2,367

Total investment securities AFS $ 632,119 $ 11,103 $1,258,804 $ 90,905 $1,890,923 $ 102,008

December 31, 2024:

U.S. Government agency mortgage-backed

securities

$ 398,325

$ 1,383

$ 857,891

$ 69,545

$ 1,256,216

$ 70,928

Obligations of state and political subdivisions

376,957

5,413

411,147

29,146

788,104

34,559

Other U.S. Government agency securities

-

-

129,718

282

129,718

282

Corporate obligations

536

2

23,729

2,451

24,265

2,453

Total investment securities AFS $ 775,818 $ 6,798 $1,422,485 $ 101,424 $2,198,303 $ 108,222

In evaluating the Bank's unrealized loss positions for credit losses of its investment securities portfolio, management considers the credit quality, financial condition and near term prospects of the issuer, the nature and cause of the unrealized loss and other factors. While the Bank periodically evaluates its investment strategy relative to current economic and business conditions, at the present time, the Bank does not have the intent to sell these investment securities with unrealized losses and, more likely than not, will not sell these investment securities before fair value recovers to amortized cost. In addition, for the vast majority of investment securities AFS in an unrealized loss position, the Bank does not believe the unrealized losses are the result of issues with credit quality.

The following table shows the amortized cost and estimated fair value of investment securities AFS by maturity or estimated date of repayment as of March 31, 2025.

Maturity or Estimated Repayment Amortized Costs Estimated Fair Value

(Dollars in thousands)

One year or less

$ 465,246

$ 450,916

After one year to five years

930,553

896,825

After five years to ten years

446,321

432,665

After ten years

1,216,962

1,187,967

Total

$ 3,059,082

$ 2,968,373

For purposes of this maturity or estimated repayment distribution, all investment securities AFS are shown based on their contractual maturity date or estimated date of repayment, except (i) U.S. Government agency mortgage-backed securities are allocated among various maturities or repayment categories based on an estimated repayment schedule utilizing third-party median prepayment speeds or other estimates of prepayment speeds and interest rate levels at the measurement date and (ii) callable investment securities for which the Bank has received notification of call are included in the maturity or repayment category in which the call occurs or is expected to occur. Expected maturities may differ from contractual maturities because issuers have the right to call or prepay obligations with or without call or prepayment penalties.

At March 31, 2025 mortgage-backed securities issued by the Federal National Mortgage Association were the only holdings of investment securities in an amount greater than 10% of stockholders' equity. At March 31, 2024 mortgage-backed securities issued by the Federal National Mortgage Association and callable debentures issued by the FHLB were the only holdings of investment securities in an amount greater than 10% of stockholders' equity.

  1. Allowance for Credit Losses ("ACL") and Credit Quality Indicators

    Allowance for Credit Losses

    The following table is a summary of activity within the ACL for the periods indicated.

    Allowance for Loan Losses

    Reserve for Losses on Unfunded Loan

    Commitments

    Total Allowance for Credit Losses

    (Dollars in thousands)

    Three months ended March 31, 2025:

    Balances - December 31, 2024

    $ 465,547

    $ 153,813

    $ 619,360

    Net charge-offs

    (19,018)

    -

    (19,018)

    Provision for credit losses

    41,621

    (3,204)

    38,417

    Balances - March 31, 2025

    $ 488,150

    $ 150,609

    $ 638,759

    Three months ended March 31, 2024:

    Balances - December 31, 2023

    $ 339,394

    $ 161,834

    $ 501,228

    Net charge-offs

    (7,264)

    -

    (7,264)

    Provision for credit losses

    33,805

    9,118

    42,923

    Balances - March 31, 2024

    $ 365,935

    $ 170,952

    $ 536,887

    The calculations of the Bank's provision for credit losses for the first quarter of 2025 and its total ACL at March 31, 2025 were based on a number of key estimates, assumptions and economic forecasts. The Bank utilized recent economic forecasts provided by Moody's, including their updates released in March 2025. In selecting the weightings for the various economic scenarios for purposes of determining the ACL at March 31, 2025, the Bank's weightings assigned to each of the Moody's S4 (Alternative Adverse Downside) and S6 (Stagflation) scenarios exceeded that of the Moody's Baseline scenario. The Bank's selection and weightings of these scenarios reflected its assessment of conditions in the U.S. economy, and acknowledged the uncertainty regarding future U.S. economic conditions, including risks from: U.S. fiscal policy actions; impacts of potential changes in U.S. tax, tariff and immigration laws, regulations and policies; changes in the federal funds target rate and Federal Reserve balance sheet, a possible recession, inflationary pressures, global trade and geopolitical matters, supply chain disruptions, and various other factors. These forecasts included a number of economic variables, including gross domestic product ("GDP"), unemployment rates, commercial and residential real estate prices, among others. For purposes of the forecasts used in the calculation of the ACL, management utilized a reasonable and supportable forecast period of two years, followed by a reversion, on a systematic basis, of estimated losses back to the Bank's historical mean. Management also utilized certain qualitative adjustments to capture items not included in the Bank's modeled results or other assumptions.

    The following table is a summary of the Bank's ACL for the periods indicated.

    Beginning

    Balance Charge-offs Recoveries Provision

    (Dollars in thousands)

    Ending Balance

    Three months ended March 31, 2025:

Real estate:

Construction/land development

$ 85,183

$ (3,904)

$ 23

$ 26,827

$ 108,129

Other commercial real estate

124,339

(7,195)

44

(1,892)

115,296

Multifamily residential

58,262

(2,426)

-

16,365

72,201

Residential 1-4 family

31,107

(356)

141

492

31,384

Agricultural

6,860

(23)

-

764

7,601

Total real estate

305,751

(13,904)

208

42,556

334,611

Consumer

119,551

(4,270)

786

(12,076)

103,991

Commercial and industrial

7,157

(76)

32

4,590

11,703

Other

33,088

(1,953)

159

6,551

37,845

Total ALL for funded loans

465,547

(20,203)

1,185

41,621

488,150

Reserve for losses on unfunded loan commitments

153,813

-

-

(3,204)

150,609

Total ACL

$ 619,360

$ (20,203)

$ 1,185

$ 38,417

$ 638,759

Three months ended March 31, 2024:

Real estate:

Construction/land development

$ 127,320

$ -

$ 13

$ 2,891

$ 130,224

Other commercial real estate

44,250

(5,140)

388

7,884

47,382

Multifamily residential

15,469

-

-

6,435

21,904

Residential 1-4 family

23,151

(97)

217

987

24,258

Agricultural

4,732

-

28

455

5,215

Total real estate

214,922

(5,237)

646

18,652

228,983

Consumer

98,974

(2,666)

650

13,931

110,889

Commercial and industrial

7,626

-

132

1,613

9,371

Other

17,872

(992)

203

(391)

16,692

Total ALL for funded loans

339,394

(8,895)

1,631

33,805

365,935

Reserve for losses on unfunded loan commitments

161,834

-

-

9,118

170,952

Total ACL

$ 501,228

$ (8,895)

$ 1,631

$ 42,923

$ 536,887

The following table presents a summary of the Bank's loans on nonaccrual status with ALL and loans on nonaccrual status with no ALL as of the dates indicated.

Nonaccrual Loans

with ALL

Nonaccrual Loans

with no ALL

Total Nonaccrual

Loans

(Dollars in thousands)

March 31, 2025:

Real estate:

Construction/land development

$ 1,517

$ -

$ 1,517

Other commercial real estate

829

13,085

13,914

Multifamily residential

262

2,270

2,532

Residential 1-4 family

25,458

1,075

26,533

Agricultural

204

-

204

Total real estate

28,270

16,430

44,700

Consumer

9,371

4

9,375

Commercial and industrial

1,469

-

1,469

Other

-

7,175

7,175

Total

$ 39,110

$ 23,609

$ 62,719

December 31, 2024:

Real estate:

Construction/land development

$ 88,672

$ -

$ 88,672

Other commercial real estate

945

2,387

3,332

Multifamily residential

-

3,031

3,031

Residential 1-4 family

26,100

1,048

27,148

Agricultural

267

-

267

Total real estate

115,984

6,466

122,450

Consumer

7,933

4

7,937

Commercial and industrial

1,107

-

1,107

Total

$ 125,024

$ 6,470

$ 131,494

Interest income on nonperforming loans as of March 31, 2025 and December 31, 2024 is recognized on a cash basis when and if actually collected. Total interest income recognized on nonperforming loans for the three months ended March 31, 2025 and 2024 was not material.

Credit Quality Indicators

The following table provides the credit quality indicators for the Bank's loans by loan segment and period of origination as of the date indicated. At March 31, 2025, the Bank had no loans with an outstanding balance that were risk rated as doubtful or loss. Loans are presented on an amortized cost basis which includes unamortized fees and costs but excludes accrued interest.

Period of Origination

Three Months

Year Ended December 31,

Revolving

Ended

March 31,

Prior to

January 1,

Loans

Amortized

2025

2024

2023

2022

2021

2021

Cost Basis

Total

(Dollars in thousands)

March 31, 2025:

Construction/land development

Pass

$ 72,911

$1,251,160

$2,871,384

$3,286,787

$ 798,635

$ 719,909

$ 87,979

$ 9,088,765

Special Mention

-

1,257

814

1,196

299

4,696

4,997

13,259

Substandard (1)

-

441

1,859

4,638

57

66,350

33,250

106,595

Total construction/land

development

72,911

1,252,858

2,874,057

3,292,621

798,991

790,955

126,226

9,208,619

Other commercial real estate

Pass

47,078

132,390

1,071,008

2,819,893

1,726,699

1,992,393

34,194

7,823,655

Special Mention

-

379

4,581

54,889

61,009

36,605

-

157,463

Substandard (1)

-

-

-

87

12,511

3,426

-

16,024

Total other commercial real

47,078

132,769

1,075,589

2,874,869

1,800,219

2,032,424

34,194

7,997,142

Multifamily residential

Pass

1,975

4,802

160,969

1,963,260

1,053,603

435,278

9,555

3,629,442

Special Mention

-

-

-

2,422

122,247

108,852

-

233,521

Substandard (1)

-

-

-

-

1,227

1,390

-

2,617

Total multifamily residential

1,975

4,802

160,969

1,965,682

1,177,077

545,520

9,555

3,865,580

Residential 1-4 family

Pass

39,404

331,905

87,336

214,170

132,868

277,067

211,624

1,294,374

Special Mention

-

702

576

3,436

1,048

5,016

1,182

11,960

Substandard (1)

-

21

1,074

664

2,091

22,483

200

26,533

Total residential 1-4 family

39,404

332,628

88,986

218,270

136,007

304,566

213,006

1,332,867

Agricultural

Pass

10,759

40,089

42,207

57,082

50,623

97,799

1,122

299,681

Special Mention

-

-

-

-

-

503

-

503

Substandard (1)

-

-

-

-

-

204

-

204

Total agricultural

10,759

40,089

42,207

57,082

50,623

98,506

1,122

300,388

Consumer

Pass

274,562

1,168,877

747,033

501,895

271,350

785,381

5,304

3,754,402

Special Mention

-

492

978

1,759

769

1,613

1

5,612

Substandard (1)

575

382

965

1,970

657

4,826

-

9,375

Total consumer

275,137

1,169,751

748,976

505,624

272,776

791,820

5,305

3,769,389

Commercial and industrial

Pass

182,907

311,257

46,465

62,300

37,865

31,903

1,358,299

2,030,996

Special Mention

-

307

131

-

257

310

31,721

32,726

Substandard (1)

-

515

15

1,099

34

905

-

2,568

Total commercial and industrial

182,907

312,079

46,611

63,399

38,156

33,118

1,390,020

2,066,290

Other

Pass

23,909

83,382

33,568

878,323

2,079

125,573

1,357,446

2,504,280

Special Mention

-

-

-

64

-

70

-

134

Substandard (1)

-

-

-

56,012

-

-

7,172

63,184

Total other

23,909

83,382

33,568

934,399

2,079

125,643

1,364,618

2,567,598

Total

$ 654,080

$3,328,358

$5,070,963

$9,911,946

$4,275,928

$4,722,552

$3,144,046

$31,107,873

Gross charge-offs(2)

$ 700

$ 1,700

$ 1,534

$ 1,104

$ 6,907

$ 8,258

$ -

$ 20,203

(1)Includes both substandard accrual loans and substandard nonaccrual loans.

(2)Gross charge-offs for the three months ended March 31, 2025.

The following table is a summary of credit quality indicators for the Bank's total loans as of the dates indicated.

Pass

Special Mention

Substandard

Accrual

Substandard

Nonaccrual

Total

(Dollars in thousands)

March 31, 2025:

Real estate:

Construction/land development

$ 9,088,765

$ 13,259

$ 105,078

$ 1,517

$ 9,208,619

Other commercial real estate

7,823,655

157,463

2,110

13,914

7,997,142

Multifamily residential

3,629,442

233,521

85

2,532

3,865,580

Residential 1-4 family

1,294,374

11,960

-

26,533

1,332,867

Agricultural

299,681

503

-

204

300,388

Total real estate

22,135,917

416,706

107,273

44,700

22,704,596

Consumer

3,754,402

5,612

-

9,375

3,769,389

Commercial and industrial

2,030,996

32,726

1,099

1,469

2,066,290

Other

2,504,280

134

56,009

7,175

2,567,598

Total

$ 30,425,595

$ 455,178

$ 164,381

$ 62,719

$ 31,107,873

December 31, 2024:

Real estate:

Construction/land development

$ 9,174,126

$ 228,111

$ 31,767

$ 88,672

$ 9,522,676

Other commercial real estate

7,549,607

267,826

21,927

3,332

7,842,692

Multifamily residential

3,135,130

120,222

14,252

3,031

3,272,635

Residential 1-4 family

1,286,217

9,500

570

27,148

1,323,435

Agricultural

296,515

116

-

267

296,898

Total real estate

21,441,595

625,775

68,516

122,450

22,258,336

Consumer

3,641,142

10,633

1

7,937

3,659,713

Commercial and industrial

1,718,161

7,854

1,679

1,107

1,728,801

Other

2,256,462

9,593

55,962

-

2,322,017

Total

$ 29,057,360

$ 653,855

$ 126,158

$ 131,494

$ 29,968,867

The following categories of credit quality indicators are utilized by the Bank for its internal loan grading purposes. Pass - Loans in this category exhibit minimal or moderate levels of risk and are not expected to result in loss.

Special Mention - Loans in this category have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Bank's credit position at some future date.

Substandard - Loans in this category are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful - Loans in this category have all the weaknesses inherent in those classified as substandard with the added characteristics that weaknesses make collection in full, on the basis of currently known facts, conditions, and values, highly questionable and improbable.

Loss - Loans in this category are considered uncollectible. Loans classified as loss do not mean the loan has absolutely no recovery or salvage value but rather it is not practical or desirable to delay charging off.

The Bank considers its residential 1-4 family loans (including consumer construction loans and 1-4 family properties), consumer loans, and certain small business loans to be (i) pass - if they are performing and less than 30 days past due, (ii) special mention - if they are performing and 30 to 89 days past due or (iii) substandard - if they are nonperforming or 90 days or more past due.

The following table is an aging analysis of past due loans as of the dates indicated.

30-59 Days Past Due(1)

60-89 Days Past Due(2)

90 Days or

More(3)Total Past Due Current(4)Total

(Dollars in thousands)

March 31, 2025:

Real estate:

Construction/land development

$ 5,908

$ 1,108

$ 109

$ 7,126

$ 9,201,493

$ 9,208,619

Other commercial real estate

2,199

-

791

2,990

7,994,152

7,997,142

Multifamily residential

-

-

2,504

2,504

3,863,076

3,865,580

Residential 1-4 family

15,227

3,212

4,457

22,896

1,309,971

1,332,867

Agricultural

-

-

179

179

300,209

300,388

Total real estate

23,334

4,320

8,040

35,695

22,668,901

22,704,596

Consumer

5,100

1,641

589

7,330

3,762,059

3,769,389

Commercial and industrial

500

265

1,238

2,004

2,064,286

2,066,290

Other

-

-

-

-

2,567,598

2,567,598

Total

$ 28,934

$ 6,226

$ 9,867

$ 45,029

$ 31,062,844

$ 31,107,873

December 31, 2024:

Real estate:

Construction/land development

$ 286

$ -

$ 142

$ 428

$ 9,522,248

$ 9,522,676

Other commercial real estate

1,614

2,387

216

4,217

7,838,475

7,842,692

Multifamily residential

-

-

3,031

3,031

3,269,604

3,272,635

Residential 1-4 family

11,763

6,156

6,066

23,985

1,299,450

1,323,435

Agricultural

-

-

202

202

296,696

296,898

Total real estate

13,663

8,543

9,657

31,863

22,226,473

22,258,336

Consumer

7,482

3,709

353

11,544

3,648,169

3,659,713

Commercial and industrial

4,498

639

956

6,093

1,722,708

1,728,801

Other

-

7

-

7

2,322,010

2,322,017

Total

$ 25,643

$ 12,898

$ 10,966

$ 49,507

$ 29,919,360

$ 29,968,867

(1)Includes $9.5 million and $6.2 million of loans on nonaccrual status at March 31, 2025 and December 31, 2024, respectively.

(2)Includes $3.9 million and $6.7 million of loans on nonaccrual status at March 31, 2025 and December 31, 2024, respectively.

(3)All loans greater than 90 days past due were on nonaccrual status at March 31, 2025 and December 31, 2024.

(4)Includes $39.4 million and $107.6 million of loans on nonaccrual status at March 31, 2025 and December 31, 2024, respectively.

  1. Foreclosed Assets

    The following table is a summary of the amount and type of foreclosed assets as of the dates indicated.

    March 31, 2025 December 31, 2024

    (Dollars in thousands)

    Real estate:

    Construction/land development

    $ 140,930

    $ 59,964

    Other commercial real estate

    8,318

    8,318

    Residential 1-4 family

    297

    -

    Total real estate

    149,545

    68,282

    Consumer

    1,779

    1,099

    Total foreclosed assets

    $ 151,324

    $ 69,381

    The following table is a summary of activity within foreclosed assets during the periods indicated.

    Three Months Ended March 31,

    2025

    2024

    (Dollars in

    thousands)

    Balance - beginning

    $ 69,381

    $ 61,720

    Loans and other assets transferred into foreclosed assets

    87,379

    1,263

    Sales of foreclosed assets

    (5,086)

    (1,729)

    Writedowns of foreclosed assets

    (350)

    (472)

    Balance - ending

    $ 151,324

    $ 60,782

  2. Supplemental Cash Flow Information

    The following table provides supplemental cash flow information for the periods indicated.

    Three Months Ended March 31, 2025 2024

    (Dollars in thousands)

    Cash paid during the period for:

    Interest

    $ 257,373

    $ 249,449

    Income taxes

    9,825

    4,918

    Supplemental schedule of non-cash investing and financing activities:

    Net change in unrealized gains/losses on investment securities AFS

    8,685

    (12,815)

    Loans and other assets transferred to foreclosed assets

    87,379

    1,263

    Increase in tax credit and other investments

    13,149

    -

  3. Commitments and Contingencies

    The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments primarily include standby letters of credit and commitments to extend credit.

    Outstanding standby letters of credit are contingent commitments by the Bank generally to guarantee the performance of a customer in third party arrangements. The maximum amount of future payments the Bank could be required to make under these guarantees at March 31, 2025 is $166.6 million. The Bank holds collateral to support guarantees when deemed necessary.

    Collateralized commitments at March 31, 2025 totaled $165.9 million. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Bank has the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

    Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses, may require payment of a fee and may expire without being drawn upon. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the counterparty. The type of collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and other real or personal property.

    At March 31, 2025, the Bank had outstanding commitments totaling $18.82 billion to extend credit, consisting primarily of loans closed but not yet funded. These commitments may or may not fund in whole or part prior to maturity; however, such funding is subject to a number of factors, including, among others, economic conditions, real estate market conditions and competitive factors.

    The following table shows the contractual maturities of such outstanding loan commitments as of the date indicated.

    Contractual Maturities at March 31, 2025

    Year of Maturity

    Amount

    (Dollars in thousands)

    2025

    $ 3,169,288

    2026

    5,537,208

    2027

    4,898,936

    2028

    2,978,938

    2029

    1,828,206

    Thereafter

    408,865

    Total

    $ 18,821,441

    The Bank is a party as both plaintiff and defendant in various legal or regulatory proceedings or claims, including claims related to employment, wage-hour and labor law claims, consumer and privacy claims, as well as claims of lender liability, breach of contract, and other similar lending-related claims encountered on a routine basis, some of which may be styled as "class action" or representative cases. While the ultimate resolution of these claims and proceedings cannot be determined at this time, management believes that such claims and proceedings, individually or in the aggregate, will not have a material adverse effect on the Bank's financial condition or results of operations.

  4. Investments in Tax Credits and SBICs

    The Bank invests in certain tax credit investments and partnerships generally within the areas we serve. The majority of these investments provide funds for the construction and development of affordable housing, which provide low income housing tax credits ("LIHTC") that are normally recognized over approximately ten years and are an important part in the anticipated yield from these investments. The Bank is a limited partner or non-managing member in each LIHTC limited partnership or limited liability company. Each of these entities is managed by an unrelated third-party general partner or managing member who exercises significant control over the operations and finances of the entity. The general partner or managing member has all the rights, powers and authority granted or permitted to be granted to a general partner of a limited partnership or managing member of a limited liability company. In addition to our LIHTC investments, we also have investments in renewable energy and other tax credits. As of March 31, 2025, the carrying value of tax credit investments and renewable energy partnerships was approximately $461.2 million and is included in other assets on the consolidated balance sheet. The portion of tax credit investments that are unfunded and included in other liabilities totaled approximately $205.1 million and are expected to be funded over the terms of the agreements ranging from 2025 to 2041.

    The Bank also has investments in Small Business Investment Companies ("SBIC") that provide funds to qualifying small businesses, and Community Development Companies ("CDC") that provide funding for the purpose of community development through investments, lending, and credit assistance. As of March 31, 2025, the carrying value of our investments in SBICs and CDCs was approximately $81.3 million and is included in other assets on our consolidated balance sheet. The portion of our investments in SBICs and CDCs that are unfunded totaled approximately $99.8 million and are expected to be funded over the terms of the agreements ranging from 2025 to 2030.

    The following table shows the expected payments for unfunded tax credit, SBIC and CDC investments as of the date indicated.

    Expected Payments at March 31, 2025

    Amount

    (Dollars in thousands)

    2025

    $

    110,481

    2026

    101,851

    2027

    66,943

    2028

    14,572

    2029

    6,274

    Thereafter

    4,771

    Total

    $ 304,892

    For the three months ended March 31, 2025, the Bank's provision for income taxes included the recognition of amortization expense on tax credit investments of $12.2 million and tax credits and other benefits of $15.1 million.

  5. Stock-Based Compensation

    The Bank maintains a stock-based compensation plan ("Omnibus Plan") which allows the Bank to award stock options, stock appreciative rights, restricted stock, restricted stock units, or other stock-based awards to directors, executives and employees that are eligible to participate in the Omnibus Plan. The Bank has granted restricted stock and PSUs as its primary stock-based incentive awards.

    Stock-based compensation expense for restricted stock awards and PSUs included in non-interest expense was $6.0 million and

    $4.7 million for the three months ended March 31, 2025 and 2024, respectively. Unrecognized compensation expense for non-vested restricted stock awards and PSUs was $43.1 million at March 31, 2025 and is expected to be recognized over a weighted-average period of approximately 2.2 years.

  6. Fair Value Measurements

The Bank measures certain of its assets and liabilities on a fair value basis using various valuation techniques and assumptions, depending on the nature of the asset or liability. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, fair value is used either on a periodic basis, typically at least quarterly, or on a non-recurring basis to evaluate certain assets and liabilities for impairment or for disclosure purposes. At March 31, 2025 and December 31, 2024, the Bank had no material liabilities that were accounted for at fair value.

The Bank applies the following fair value hierarchy.

Level 1 - Quoted prices for identical instruments in active markets.

Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations whose inputs are observable.

Level 3 - Instruments whose inputs are unobservable.

The following table sets forth the Bank's assets that are accounted for at fair value as of the dates indicated.

Level 1 Level 2 Level 3 Total

(Dollars in thousands)

March 31, 2025:

Investment securities:

U.S. Government agency mortgage-backed securities

$ - $ 1,440,935

$ -

$ 1,440,935

Obligations of state and political subdivisions

- 1,497,935

5,833

1,503,768

Corporate obligations

- 23,670

-

23,670

Total investment securities

- 2,962,540

5,833

2,968,373

Nonaccrual loans

- -

50,227

50,227

Foreclosed assets

- -

151,324

151,324

Total

$ - $ 2,962,540

$ 207,384

$ 3,169,924

December 31, 2024:

Investment securities:

U.S. Government agency mortgage-backed securities

$ - $ 1,256,471

$ -

$ 1,256,471

Obligations of state and political subdivisions

- 1,419,053

6,643

1,425,696

Other U.S. Government agency securities

- 129,718

-

129,718

Corporate obligations

- 24,265

-

24,265

Total investment securities

- 2,829,507

6,643

2,836,150

Nonaccrual loans

- -

115,706

115,706

Foreclosed assets

- -

69,381

69,381

Total

$ - $ 2,829,507

$ 191,730

$ 3,021,237

The following table presents information on Level 3 non-recurring fair value measurements as of the date indicated.

Description

Fair Value at

March 31, 2025 Technique Unobservable Inputs

(Dollars in thousands)

Nonaccrual Loans $ 50,227 Third party appraisal(1)or discounted cash flows

Foreclosed Assets $ 151,324 Third party appraisal,(1)broker price opinions and/or discounted cash flows

  1. Management discount based on underlying collateral characteristics and market conditions

  2. Life of loan

  1. Management discount based on underlying collateral characteristics and market conditions

  2. Discount rate

  3. Holding period

(1)The Bank utilizes valuation techniques consistent with the market, cost, and income approaches, or a combination thereof in determining fair value.

The following table presents the carrying amounts, estimated fair values and the fair value hierarchy of the Bank's financial instruments as of the dates indicated.

March 31, 2025 December 31, 2024

Fair Value Hierarchy

Carrying Amount

Estimated Fair Value

Carrying Amount

Estimated Fair Value

(Dollars in thousands)

Financial assets:

Cash and cash equivalents

Level 1

$ 2,377,689

$ 2,377,689

$ 2,781,101

$ 2,781,101

Investment securities

Levels 2 and 3

2,968,373

2,968,373

2,836,150

2,836,150

Loans, net of ALL(1)

Level 3

30,619,723

30,550,421

29,503,320

29,295,969

Financial liabilities:

Demand, savings and interest bearing

transaction deposits

Level 1

$ 14,285,416

$ 14,285,416

$ 13,724,266

$ 13,724,266

Time deposits

Level 2

17,640,250

17,631,279

17,318,806

17,314,401

Other borrowings

Level 2

300,600

300,600

420,813

420,813

Subordinated notes

Level 2

348,776

307,890

348,575

292,809

Subordinated debentures

Level 2

113,652

106,576

113,652

101,637

(1)Excludes reserve for losses on unfunded loan commitments.

The following methods and assumptions were used to estimate the fair value of the Bank's assets, liabilities and financial instruments.

Cash and cash equivalents - For these short-term instruments, the carrying amount of cash and cash equivalents, including interest earning deposits and due from banks, is a reasonable estimate of fair value.

Investment securities - The Bank utilizes independent third parties as its principal pricing sources for determining fair value of investment securities which are measured on a recurring basis. As a result, the Bank receives estimates of fair value from at least two independent pricing sources for the majority of its individual securities within its investment portfolio. For investment securities traded in an active market, fair values are based on quoted market prices if available. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities, broker quotes, comprehensive interest rate tables, pricing matrices or a combination thereof. For investment securities traded in a market that is not active, fair value is determined using unobservable inputs. All fair value estimates of the Bank's investment securities are reviewed on a quarterly basis.

The Bank has determined that certain of its investment AFS securities had a limited to non-existent trading market at March 31, 2025. As a result, the Bank considers these investments as Level 3 in the fair value hierarchy. Specifically, the fair values of certain obligations of state and political subdivisions consisting primarily of certain unrated private

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