Commerce Bancshares, Inc.
A regional bank holding company that runs Commerce Bank, a full-service bank serving individuals and businesses across the Midwest through branches, ATMs, and digital banking. Its roots trace to a savings bank founded in Kansas City, Missouri, in 1865, later renamed the National Bank of Commerce in 1881. During the 1933 banking crisis, family leader W.T. Kemper famously calmed anxious depositors by personally handing out apples to the people waiting in line.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and with the statistical information and financial data appearing in this report as well as the Company's 2025 Annual Report on Form 10-K. Results of…
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes and with the statistical information and financial data appearing in this report as well as the Company's 2025 Annual Report on Form 10-K. Results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of results to be attained for any other period. Acquisition On January 1, 2026, the Company completed its previously announced acquisition of FineMark Holdings, Inc. ("FineMark"), a bank holding company headquartered in Fort Myers, Florida, pursuant to the Agreement and Plan of Merger dated June 16, 2025. Immediately after the merger, FineMark's wholly-owned subsidiary, FineMark National Bank & Trust, merged into the Bank, with the Bank continuing as the surviving bank. The acquisition added total assets of approximately $4.0 billion, including loans of $2.6 billion, total deposits of $3.1 billion, and assets under administration of $8.7 billion, as well as 13 banking offices in Florida, Arizona and South Carolina. Forward-Looking Information This report may contain "forward-looking statements" that are subject to risks and uncertainties and include information about possible or assumed future results of operations. Many possible events or factors could affect the future financial results and performance of the Company. This could cause results or performance to differ materially from those expressed in the forward-looking statements. Words such as "expects", "anticipates", "believes", "estimates", variations of such words and other similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward-looking statements. Readers should not rely solely on the forward-looking statements and should consider all uncertainties and risks discussed throughout this report. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events. Such possible events or factors include: changes in economic conditions in the Company's market area; changes in policies by regulatory agencies; governmental legislation and regulation; fluctuations in interest rates; changes in liquidity requirements; demand for loans in the Company's market area; changes in accounting and tax principle;, estimates made on income taxes; competition with other entities that offer financial services; cybersecurity threats; risks related to the merger with FineMark including, among others, (i) the Company's ability to promptly and effectively integrate the merger, (ii) diversion of management’s attention from ongoing business operations and opportunities, (iii) cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (iv) deposits attrition, customer or employee loss and/or revenue loss as a result of the merger, and (v) expenses related to the merger being greater than expected; and such other factors as discussed in Part I Item 1A - "Risk Factors" and Part II Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2025 Annual Report on Form 10-K and Part II, Item 1A. - "Risk Factors" in this report. Critical Accounting Estimates and Related Policies The Company has identified certain policies as being critical because they require management to make particularly difficult, subjective and/or complex judgments about matters that are inherently uncertain and because of the likelihood that materially different amounts would be reported under different conditions or using different assumptions. These estimates and related policies are the Company's allowance for credit losses and fair value measurement policies. A discussion of these estimates and related policies can be found in the sections captioned "Critical Accounting Policies" and "Allowance for Credit Losses on Loans and Liability for Unfunded Lending Commitments" in Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's 2025 Annual Report on Form 10-K. There have been no changes in the Company's application of critical accounting policies since December 31, 2025. 54 Table of Contents Selected Financial Data Three Months Ended June 30 Six Months Ended June 30 2026 2025 2026 2025 Per Share Data Net income per common share — basic $ 1.10 $ 1.09 * $ 2.06 $ 2.02 * Net income per common share — diluted 1.10 1.09 * 2.06 2.02 * Cash dividends on common stock .275 .262 * .550 .524 * Book value per common share 30.45 26.12 * Market price 57.75 59.21 * Selected Ratios (Based on average balance sheets) Loans to deposits (1) 74.44 % 70.22 % 73.94 % 69.80 % Non-interest bearing deposits to total deposits 29.15 29.52 28.79 29.45 Equity to loans (1) 21.25 20.09 21.31 19.83 Equity to deposits 15.82 14.11 15.75 13.84 Equity to total assets 12.50 11.23 12.39 10.97 Return on total assets 1.84 1.95 1.73 1.82 Return on equity 14.70 17.40 13.96 16.63 (Based on end-of-period data) Non-interest income to revenue (2) 36.85 37.15 36.91 37.14 Efficiency ratio (3) 58.40 54.77 59.19 55.18 Tier I common risk-based capital ratio 16.85 17.17 Tier I risk-based capital ratio 16.85 17.17 Total risk-based capital ratio 17.64 17.94 Tangible common equity to tangible assets ratio (4) 11.39 10.86 Tier I leverage ratio 12.81 12.75 * Restated for the 5% stock dividend distributed in December 2025. (1) Includes loans held for sale. (2) Revenue includes net interest income and non-interest income. (3) The efficiency ratio is calculated as non-interest expense (excluding intangibles amortization) as a percent of revenue. (4) The tangible common equity to tangible assets ratio is a measurement which management believes is a useful indicator of capital adequacy and utilization. It provides a meaningful basis for period to period and company to company comparisons, and also assists regulators, investors and analysts in analyzing the financial position of the Company. Tangible common equity and tangible assets are non-GAAP measures and should not be viewed as substitutes for, or superior to, data prepared in accordance with GAAP. The following table is a reconciliation of the GAAP financial measures of total equity and total assets to the non-GAAP measures of total tangible common equity and total tangible assets. June 30 (Dollars in thousands) 2026 2025 Total equity $ 4,381,805 $ 3,660,114 Less non-controlling interest 24,127 19,542 Less goodwill 253,805 146,539 Less intangible assets* 131,003 3,785 Total tangible common equity (a) $ 3,972,870 $ 3,490,248 Total assets $ 35,269,167 $ 32,284,247 Less goodwill 253,805 146,539 Less intangible assets* 131,003 3,785 Total tangible assets (b) $ 34,884,359 $ 32,133,923 Tangible common equity to tangible assets ratio (a)/(b) 11.39 % 10.86 % * Intangible assets other than mortgage servicing rights. 55 Table of Contents Results of Operations Summary Three Months Ended June 30 Six Months Ended June 30 (Dollars in thousands) 2026 2025 % change 2026 2025 % change Net interest income (expense) $ 315,085 $ 280,147 12.5 % $ 614,925 $ 549,249 12.0 % Provision for credit losses (8,731) (5,597) 56.0 (19,691) (20,084) (2.0) Non-interest income 183,828 165,613 11.0 359,679 324,562 10.8 Investment securities gains (losses), net 12,830 437 N.M. 24,477 (7,154) N.M. Non-interest expense (297,068) (244,437) 21.5 (588,194) (482,813) 21.8 Income taxes (45,775) (42,400) 8.0 (86,656) (79,364) 9.2 Non-controlling interest income (expense) (379) (1,284) (70.5) (3,127) (325) N.M. Net income attributable to Commerce Bancshares, Inc. $ 159,790 $ 152,479 4.8 % $ 301,413 $ 284,071 6.1 % N.M. - Not meaningful. For the quarter ended June 30, 2026, net income attributable to Commerce Bancshares, Inc. (net income) amounted to $159.8 million, an increase of $7.3 million, or 4.8%, compared to the second quarter of the previous year. For the current quarter, the annualized return on average assets was 1.84%, the annualized return on average equity was 14.70%, and the efficiency ratio was 58.40%. Diluted earnings per common share was $1.10 per share in the current quarter, an increase of .92% compared to $1.09 per share in the second quarter of 2025, and increased 14.6% compared to $.96 per share in the previous quarter. Compared to the second quarter of last year, net interest income increased $34.9 million, or 12.5%, mainly due to increases in interest income on loans and interest income on investment securities of $31.0 million and $2.7. million, respectively. Interest expense on deposits increased $3.3 million, while interest expense on borrowings decreased $2.5 million. The provision for credit losses increased $3.1 million compared to the same quarter in the prior year. Non-interest income increased $18.2 million, or 11.0%, compared to the second quarter of 2025, mainly due to increases in trust fees and deposit account fees of $15.9 million and $3.0 million, respectively. Net gains on investment securities totaled $12.8 million in the current quarter compared to net gains of $437 thousand in the same quarter of last year. Securities gains in the current quarter primarily resulted from net gains of $114.1 million recorded on equity securities, largely offset by net losses of $97.7 million on sales of available for sale debt securities. Non-interest expense increased $52.6 million, or 21.5%, over the second quarter of 2025, mainly due to higher salaries and benefits expense of $24.9 million, primarily a result of onboarding FineMark team members at the beginning of 2026. Data processing and software expense and professional and other services expense also increased $5.3 million and $3.5 million, respectively. Additionally, other non-interest expense increased $15.6 million, primarily due to $12.0 million in litigation expense and $5.4 million in intangible amortization expense related to the FineMark acquisition. Net income for the first six months of 2026 totaled $301.4 million, an increase of $17.3 million, or 6.1% from the same period last year. Diluted earnings per common share was $2.06, an increase of 1.98% compared to $2.02 per share in the same period last year. For the first six months of 2026, the annualized return on average assets was 1.73%, the annualized return on average equity was 13.96%, and the efficiency ratio was 59.19%. Net interest income increased $65.7 million, or 12.0%, over the same period last year. This growth was largely due to an increase in interest income on loans of $65.2 million. Interest expense on deposits increased $7.4 million, while interest expense on borrowings decreased $5.2 million, over the same period last year. The provision for credit losses was $19.7 million for the first six months of 2026, compared to a provision of $20.1 million in the same period last year. Non-interest income increased $35.1 million, or 10.8%, from the first six months of last year largely due to increases in trust fees and deposit account fees, partly offset by lower gains of sales on assets. Non-interest expense increased $105.4 million, or 21.8%, over the first six months of last year, mainly due to higher salaries and benefits expense of $52.6 million, primarily a result of onboarding FineMark team members at the beginning of 2026. Professional and other services expense increased $12.3 million, partly due to acquisition-related legal and professional fees, while data processing and software expense increased $11.4 million. Additionally, other non-interest expense increased $22.6 million over the same period in the prior year, mainly due to $12.0 million in litigation expense and an increase of $10.7 million in acquisition-related intangible amortization expense. 56 Table of Contents Net Interest Income The following table summarizes the changes in net interest income on a fully taxable-equivalent basis, by major category of interest earning assets and interest bearing liabilities, identifying changes related to volumes and rates. Changes not solely due to volume or rate are allocated to rate. Analysis of Changes in Net Interest Income Three Months Ended June 30, 2026 vs. 2025 Six Months Ended June 30, 2026 vs. 2025 Change due to Change due to (In thousands) Average Volume Average Rate Total Average Volume Average Rate Total Interest income, fully taxable-equivalent basis: Loans: Business $ 9,076 $ (5,864) $ 3,212 $ 17,642 $ (11,869) $ 5,773 Real estate - construction and land 2,117 (3,829) (1,712) 5,313 (6,623) (1,310) Real estate - business 5,465 (2,136) 3,329 10,943 (3,446) 7,497 Real estate - personal 14,342 5,304 19,646 28,814 11,226 40,040 Consumer 5,199 (1,883) 3,316 10,642 (3,745) 6,897 Revolving home equity 4,946 (213) 4,733 9,468 (179) 9,289 Consumer credit card (498) (823) (1,321) (664) (1,991) (2,655) Overdrafts — — — — — — Total interest on loans 40,647 (9,444) 31,203 82,158 (16,627) 65,531 Loans held for sale (9) (8) (17) 8 (19) (11) Investment securities: U.S. government and federal agency obligations 7,908 3,979 11,887 13,981 197 14,178 Government-sponsored enterprise obligations (3) 1 (2) (6) — (6) State and municipal obligations (430) 50 (380) (910) 133 (777) Mortgage-backed securities (3,246) 195 (3,051) (6,206) 550 (5,656) Asset-backed securities (4,914) 124 (4,790) (8,753) 1,105 (7,648) Other securities 1,022 (2,076) (1,054) 1,408 (3,142) (1,734) Total interest on investment securities 337 2,273 2,610 (486) (1,157) (1,643) Federal funds sold 6 (2) 4 (9) (9) (18) Securities purchased under agreements to resell 848 28 876 1,418 495 1,913 Interest earning deposits with banks 5,995 (4,867) 1,128 12,691 (10,467) 2,224 Total interest income 47,824 (12,020) 35,804 95,780 (27,784) 67,996 Interest expense: Deposits: Savings 3 22 25 4 68 72 Interest checking and money market 8,286 (2,950) 5,336 17,543 (6,100) 11,443 Certificates of deposit of less than $100,000 538 (1,118) (580) 1,140 (2,569) (1,429) Certificates of deposit of $100,000 and over 393 (1,905) (1,512) 1,571 (4,304) (2,733) Total interest on deposits 9,220 (5,951) 3,269 20,258 (12,905) 7,353 Federal funds purchased 1,310 (436) 874 1,456 (686) 770 Securities sold under agreements to repurchase (511) (2,852) (3,363) (856) (5,951) (6,807) Other borrowings (13) (10) (23) 858 (13) 845 Total interest expense 10,006 (9,249) 757 21,716 $ (19,555) $ 2,161 Net interest income, fully taxable-equivalent basis $ 37,818 $ (2,771) $ 35,047 $ 74,064 $ (8,229) $ 65,835 Net interest income in the second quarter of 2026 was $315.1 million, an increase of $34.9 million over the second quarter of 2025. On a fully taxable-equivalent (FTE) basis, net interest income totaled $317.5 million in the second quarter of 2026, up $35.0 million over the same period last year and up $15.3 million over the previous quarter. The increase in net interest income 57 Table of Contents compared to the second quarter of 2025 was mainly due to an increase in average loan balances in connection with the acquisition of FineMark on January 1, 2026. Accretion income on FineMark's loans resulting from purchase accounting adjustments totaled $6.2 million in the second quarter of 2026. Interest income earned on loans (FTE) increased over the same period in the prior year mainly due to higher average loan balances, partly offset by lower average rates earned. Total interest earned on investment securities (FTE) increased mainly due to higher average rates earned, while the increase in deposit interest expense was mainly due to higher average balances, partly offset by lower average rates paid. Interest expense on securities sold under agreements to repurchase decreased mainly due to lower average rates paid. The Company's net yield on earning assets (FTE) was 3.77% in the current quarter compared to 3.70% in the second quarter of 2025. Total interest income (FTE) increased $35.8 million over the second quarter of 2025. Interest income on loans (FTE) was $293.3 million during the second quarter of 2026, an increase of $31.2 million, or 11.9%, over the same quarter last year. The increase in loan interest income over the same quarter of last year was primarily due to growth of $3.0 billion, or 17.3%, in average loan balances, partly offset by lower average rates earned, which declined 28 basis points. Most of the increase in interest income was due to the acquisition of FineMark, which added $2.7 billion in loan balances. The largest increase to interest income occurred in personal real estate loan interest, which grew $19.6 million due to a $1.3 billion, or 43.9%, increase in average balances coupled with a 49 basis point increase in the average rate earned. Revolving home equity loan interest income increased $4.7 million mainly due to a $267.7 million, or 73.9%, increase in average balances. Business real estate loan interest income increased $3.3 million due to higher average balances of $370.3 million, or 10.0%, partly offset by a decrease of 22 basis points in the average rate earned. The $3.3 million increase in consumer loan interest income was due to a $324.3 million, or 15.1%, increase in average balances, partly offset by a decline of 31 basis points in the average rate earned. Business loan interest income grew $3.2 million due to higher average balances of $617.1 million, or 9.9%, partly offset by a 33 basis point decrease in the average rate earned. These increases in interest income were slightly offset by decreases in construction and land loan and consumer credit card loan interest income. Interest income on construction and land loans decreased $1.7 million due to a 99 basis point decrease in the average rate earned, partly offset by an increase in average balances of $114.9 million, or 8.0%. Consumer credit card loan interest income declined $1.3 million due to a 60 basis point decrease in the average rate earned and a $15.2 million, or 2.7% decrease in the average balance. Interest income on investment securities (FTE) was $83.2 million during the second quarter of 2026, which was an increase of $2.6 million over the same quarter last year. The largest increase in interest income occurred in interest earned on U.S. government and federal agency obligations, which grew $11.9 million, driven by higher average balances of $741.1 million, or 28.2%, and an increase of 48 basis points in the average rate earned. Interest income related to the Company's U.S. Treasury inflation-protected securities (TIPS), which is tied to the non-seasonally adjusted Consumer Price Index (CPI-U), increased $5.0 million over the same quarter last year. During the second quarter of 2026, the Company sold its TIPS portfolio as part of its available for sale debt securities portfolio repositioning. The increase in interest income was partly offset by a decline in interest income earned on asset-backed and mortgage-backed securities, which declined $4.8 million and $3.1 million, respectively. Interest income earned on asset-backed securities declined due to a $528.4 million, or 33.3%, decrease in average balances. A decrease of $626.0 million, or 13.5%, in average balances led to the decline in interest income on mortgage-backed securities. In addition, the Company recorded a $1.1 million adjustment to premium amortization at June 30, 2026, which increased interest income and reflected slower forward prepayment speed estimates on mortgage-backed securities. This increase was higher than the $1.0 million adjustment increasing income in the same quarter last year. The average balance of the total investment portfolio (excluding unrealized fair value adjustments on available for sale debt securities) was $9.8 billion in the second quarter of 2026 and $10.2 billion in the second quarter of 2025. Interest income on securities purchased under agreements to resell increased $876 thousand over the same quarter last year, mainly due to the growth of $84.6 million in the average balance. These resale agreements were structured with floor spreads to protect against falling interest rates. Interest income on deposits at the Federal Reserve increased $1.1 million due to an increase of $539.2 million in the average balance, partly offset by a decline of 76 basis points in the average rate earned. The average fully taxable-equivalent yield on total interest earning assets was 4.87% in the second quarter of 2026, down from 4.90% in the second quarter of 2025. Total interest expense increased $757 thousand compared to the second quarter of 2025 due an increase of $3.3 million in interest expense on interest bearing deposits, partly offset by a decrease of $2.5 million in interest expense on borrowings. The increase in deposit interest expense was primarily due to the acquisition of FineMark, which added $2.7 billion in interest bearing deposit balances. Compared to the same quarter last year, interest expense on interest checking and money market deposit balances increased $5.3 million due to growth of $1.9 billion, or 13.4%, in average balances, partly offset by a four basis point decline in the average rate paid. Interest expense on certificate of deposit accounts decreased $2.1 million due to a 45 basis point decline in average rates paid, partly offset by an increase of $69.4 million, or 2.9%, in average balances. The overall rate paid on total deposits decreased ten basis points from the same quarter last year. Interest expense on customer 58 Table of Contents repurchase agreements decreased $3.4 million due to a 50 basis point decline in the average rate paid and a decrease of $71.9 million, or 3.0%, in the average balance. The overall average rate incurred on all interest bearing liabilities was 1.68% and 1.83% in the second quarters of 2026 and 2025, respectively. Total interest income (FTE) for the first six months of 2026 increased $65.8 million over the same period last year mainly due to higher interest income on loans (FTE), securities purchased under agreements to resell and deposit balances at the Federal Reserve, slightly offset by lower interest income on investment securities (FTE). Loan interest income (FTE) increased $65.5 million, or 12.6%, due to a $3.1 billion, or 17.6%, increase in average loan balances, partly offset by a decline of 25 basis points in the average rate earned. Most of the increase in interest income was due to loan balances acquired in the FineMark acquisition. Increases in interest income occurred in the personal real estate, revolving home equity, business real estate, business and consumer loan categories, while decreases occurred in the construction and land and consumer credit card loan categories. Interest income on investment securities (FTE) decreased $1.6 million mainly due to decreases in average balances of asset-backed securities and mortgage-backed securities, partly offset by an increase in average balances of U.S. government and federal agency obligations. Interest earned on asset-backed securities decreased $7.6 million mainly due to a decline in average balances of $491.7 million, while interest earned on mortgage-backed securities decreased $5.7 million mainly due to lower average balances of $601.7 million. These decreases in interest income on investment securities were partly offset by increases in interest earned on U.S. government and federal agency securities of $14.2 million due to higher average balances of $672.9 million, or 25.8%. Higher interest income of $1.9 million was earned on securities purchased under agreements to resell, which saw growth in both average balances and rates earned. Interest income on balances at the Federal Reserve increased $2.2 million due to a $573.8 million increase in the average balance invested, partly offset by a 76 basis point decline in the average rate earned. Total interest expense for the first six months of 2026 increased $2.2 million compared to the same period last year. Interest expense on deposits increased $7.4 million, due to a $2.1 billion increase in average balances, partly offset by an 11 basis point decline in the average rate paid. Interest expense on borrowings decreased $5.2 million, due to lower interest expense on securities sold under agreements to repurchase of $6.8 million resulting from lower average rates paid and average balances. This decrease was partly offset by higher interest expense on federal funds purchased of $770 thousand, mainly due to lower average rates paid, partly offset by an increase in average balances, while interest expense on other borrowings increased $845 thousand mainly due to higher average balances. The overall cost of total interest bearing liabilities decreased to 1.70% compared to 1.87% in the same period last year. Summaries of average assets and liabilities and the corresponding average rates earned/paid appear on the last page of this discussion. 59 Table of Contents Non-Interest Income Three Months Ended June 30 Six Months Ended June 30 Increase (Decrease) Increase (Decrease) (Dollars in thousands) 2026 2025 Amount % change 2026 2025 Amount % change Trust fees $ 71,512 $ 55,571 $ 15,941 28.7 % $ 142,561 $ 112,163 $ 30,398 27.1 % Bank card transaction fees 48,121 46,362 1,759 3.8 93,706 91,955 1,751 1.9 Deposit account charges and other fees 29,259 26,248 3,011 11.5 57,837 52,870 4,967 9.4 Consumer brokerage services 5,862 5,383 479 8.9 11,306 10,168 1,138 11.2 Capital market fees 5,667 6,175 (508) (8.2) 11,005 11,287 (282) (2.5) Loan fees and sales 3,274 3,419 (145) (4.2) 6,517 6,823 (306) (4.5) Other 20,133 22,455 (2,322) (10.3) 36,747 39,296 (2,549) (6.5) Total non-interest income $ 183,828 $ 165,613 $ 18,215 11.0 % $ 359,679 $ 324,562 $ 35,117 10.8 % Non-interest income as a % of total revenue* 36.8 % 37.2 % 36.9 % 37.1 % * Total revenue includes net interest income and non-interest income. The table below is a summary of net bank card transaction fees for the six month periods ended June 30, 2026 and 2025. Three Months Ended June 30 Six Months Ended June 30 (Dollars in thousands) 2026 2025 $ change % change 2026 2025 $ change % change Net debit card fees $ 11,192 $ 11,260 $ (68) (.6) % $ 21,781 $ 21,548 $ 233 1.1 % Net credit card fees 4,046 3,242 804 24.8 7,481 6,850 631 9.2 Net merchant fees 6,146 5,934 212 3.6 11,729 11,701 28 .2 Net corporate card fees 26,737 25,926 811 3.1 52,715 51,856 859 1.7 Total bank card transaction fees $ 48,121 $ 46,362 $ 1,759 3.8 % $ 93,706 $ 91,955 $ 1,751 1.9 % For the second quarter of 2026, total non-interest income amounted to $183.8 million compared to $165.6 million in the same quarter last year, which was an increase of $18.2 million, or 11.0%. The increase was mainly due to higher trust fees and deposit account fees. Trust fees increased $15.9 million, or 28.7%, mainly due to growth of $14.9 million in private client trust fees. Bank card transaction fees for the current quarter increased $1.8 million, or 3.8%, over the same period last year, mainly due to growth in net corporate card and net credit card fees. Net corporate card fees increased $811 thousand compared to the same period last year primarily due to higher interchange fees. Net credit card fees increased $804 thousand mainly due to lower rewards expense and higher interchange fees. Net merchant fees increased $212 thousand mainly due to lower royalty expense and lower network expense, while net debit card fees declined $68 thousand. Compared to the second quarter of last year, deposit account fees increased $3.0 million, or 11.5%, mainly due to higher corporate cash management fees of $2.7 million. Consumer brokerage service fees increased $479 thousand, or 8.9%, mainly due to higher advisory fees, while capital market fees decreased $508 thousand, or 8.2%, mainly due to lower underwriting income. Other non-interest income decreased $2.3 million, or 10.3%, mainly due to decreases of $4.7 million in gains on the sales of assets and $1.0 million in tax credit sales fees. These decreases were partly offset by increases in cash sweep commissions and interest rate swap fees of $1.3 million and $577 thousand, respectively. Non-interest income for the first six months of 2026 was $359.7 million compared to $324.6 million in the first six months of 2025, which was an increase of $35.1 million, or 10.8%. The increase was mainly due to higher trust fees, deposit account fees and bank card fees. Trust fees increased $30.4 million, or 27.1%, mainly due to higher private client and institutional trust fees. Bank card transaction fees for the current year increased $1.8 million, or 1.9%, over the same period last year, mainly due to growth of $859 thousand in net corporate card fees, $631 thousand in net credit card fees and $233 thousand in net debit card fees. Deposit account fees increased $5.0 million, or 9.4%, mainly due to higher corporate cash management and overdraft and return item fees. Consumer brokerage service fees increased $1.1 million, or 11.2%, mainly due to higher advisory fees. Capital market fees decreased $282 thousand, or 2.5%, while loan fees and sales decreased $306 thousand, or 4.5%, mainly due to lower loan commitment fees. Other non-interest income decreased $2.5 million, or 6.5%, mainly due to decreases of $5.7 million in gains on the sales of assets and $1.4 million in tax credit sales fees. In addition, a decrease in fair value adjustments of $723 thousand was recorded on the Company's deferred compensation plan assets and liabilities. These decreases were partly offset by increases in cash sweep commissions of $2.4 million, bank-owned life insurance income of $936 thousand, and ACH network fees of $814 thousand. 60 Table of Contents Investment Securities Gains (Losses), Net Three Months Ended June 30 Six Months Ended June 30 (In thousands) 2026 2025 2026 2025 Net gains (losses) on sales of available for sale debt securities $ (97,686) $ (4,218) $ (97,686) $ (4,214) Net gains (losses) on equity securities 114,117 1,874 114,277 1,777 Net gains (losses) on sales of private equity investments 350 (1,633) 947 (606) Fair value adjustments on private equity investments (3,951) 4,414 6,939 (4,111) Total investment securities gains (losses), net $ 12,830 $ 437 $ 24,477 $ (7,154) Net gains and losses on investment securities, which were recognized in earnings during the three months ended June 30, 2026 and 2025, are shown in the table above. Net securities gains of $12.8 million were reported in the second quarter of 2026, compared to net gains of $437 thousand in the same period last year. The net gains in the second quarter of 2026 were mainly comprised of net gains of $114.1 million on equity securities, primarily related to gains recorded on the Company's shares of Visa, as described in Note 4, Investment Securities. The $114.1 million gain on equity securities during the second quarter of 2026 was mainly comprised of $34.5 million in gains on sales of the Company's Visa common stock and gains in fair value of $71.0 million recorded on the Company's Visa common stock still held at June 30 2026. Additionally, the Company recorded $8.6 million in net gains on other equity securities. These gains were largely offset by net losses of $97.7 million on sales of available for sale debt securities, related to the Company's available for sale debt portfolio repositioning, in which the Company sold bonds with an amortized cost of $904.7 million and subsequently reinvested the proceeds into higher yielding available for sale debt securities. Additional information about the Company's available for sale debt portfolio repositioning transactions is discussed in Note 4, Investment Securities. In addition to losses on available for sale debt securities, losses in fair value of $4.0 million were recorded on private equity investments during the second quarter of 2026. During the second quarter of 2025, the net gains on investment securities were primarily comprised of net gains in fair value of $4.4 million recorded on private equity investments and net gains of $1.9 million on equity investments, mostly offset by net losses of $4.2 million on sales of available for sale debt securities. Net gains on investment securities of $24.5 million were recognized in earnings for the six months ended June 30, 2026, compared to net losses of $7.2 million for the same period in 2025. Net gains in the first half of 2026 were mainly comprised of net gains of $114.3 million on equity securities, mainly Visa common stock as described above, and net gains in fair value of $6.9 million recorded on private equity investments, partially offset by net losses of $97.7 million on sales of available for sale debt securities related to the available for sale debt securities portfolio repositioning. Net losses in the first half of 2025 were mainly comprised of net losses of $4.2 million on sales of available for sale debt securities and net losses in fair value of $4.1 million recorded on private equity investments, partly offset by net gains of $1.8 million on equity securities. The portion of private equity activity attributable to minority interests is reported as non-controlling interest in the consolidated statements of income and resulted in expense of $1.6 million during the first six months of 2026 and income of $943 thousand during the first six months of 2025. 61 Table of Contents Non-Interest Expense Three Months Ended June 30 Six Months Ended June 30 Increase (Decrease) Increase (Decrease) (Dollars in thousands) 2026 2025 Amount % change 2026 2025 Amount % change Salaries and employee benefits $ 179,954 $ 155,025 $ 24,929 16.1 % $ 360,741 $ 308,103 $ 52,638 17.1 % Data processing and software 38,241 32,904 5,337 16.2 76,569 65,142 11,427 17.5 Professional and other services 16,506 12,973 3,533 27.2 35,298 22,999 12,299 53.5 Net occupancy 14,638 13,654 984 7.2 29,946 27,674 2,272 8.2 Marketing 6,413 5,974 439 7.3 13,370 11,817 1,553 13.1 Equipment 5,870 5,157 713 13.8 11,541 10,405 1,136 10.9 Supplies and communication 5,484 4,962 522 10.5 10,722 10,008 714 7.1 Deposit insurance 3,841 3,312 529 16.0 7,755 7,056 699 9.9 Other 26,121 10,476 15,645 149.3 42,252 19,609 22,643 115.5 Total non-interest expense $ 297,068 $ 244,437 $ 52,631 21.5 % $ 588,194 $ 482,813 $ 105,381 21.8 % Non-interest expense for the second quarter of 2026 amounted to $297.1 million, an increase of $52.6 million, or 21.5%, compared to expense of $244.4 million in the second quarter of last year. The increase in expense over the same period last year was mainly due to higher salaries and employee benefits expense, data processing and software expense, professional and other services expense, litigation expense and intangible amortization expense. Salaries and employee benefits expense increased $24.9 million, or 16.1%, mainly due to the onboarding of FineMark's team members at the beginning of 2026. Acquisition-related salaries and benefits expense was $3.7 million in the current quarter. Full-time equivalent employees totaled 4,976 at June 30, 2026, compared to 4,658 at June 30, 2025. Data processing and software expense increased $5.3 million, or 16.2%, mainly due to higher costs for service providers and software. Professional and other services expense, which increased $3.5 million, or 27.2%, included $1.5 million of acquisition-related legal and professional services expense. Net occupancy expense increased $984 thousand, or 7.2%, and equipment expense increased $713 thousand, or 13.8%, both mainly due to higher depreciation expense. Supplies and communication expense increased $522 thousand, or 10.5%, mainly due to higher supplies and postage and courier expense. Other non-interest expense increased $15.6 million, mainly due to increases of $12.0 million in litigation expense and $5.4 million in intangible amortization expense related to the FineMark acquisition. Non-interest expense amounted to $588.2 million for the first six months of 2026, an increase of $105.4 million, or 21.8%, over the first six months of 2025. Salaries and benefits expense increased $52.6 million, or 17.1%, mainly due to an accrual for retention bonuses, acquisition-related compensation payments and the onboarding of FineMark's team members. Salaries and benefits expense included acquisition-related costs of $10.3 million for the first six months of 2026. Full-time salaries, incentive compensation and stock compensation expense increased $28.2 million, $12.9 million and $4.3 million, respectively, over the prior year. Data processing and software expense increased $11.4 million, or 17.5%, due to increased costs for service providers and software expense. Professional and other services expense increased $12.3 million, or 53.5%, and included $6.1 million in acquisition-related legal and professional fees. Occupancy expense increased $2.3 million, or 8.2%, and equipment expense increased $1.1 million, or 10.9%, both mainly due to higher depreciation expense. Marketing expense increased $1.6 million, or 13.1%, and supplies and communication expense increased $714 thousand, or 7.1%, mainly due to higher supplies and data network expense. Other non-interest expense increased $22.6 million, mainly due to increases of $12.0 million in litigation expense, $10.7 million in acquisition-related intangible amortization expense and $1.2 million in travel an entertainment expense. 62 Table of Contents Provision and Allowance for Credit Losses on Loans and Liability for Unfunded Lending Commitments Three Months Ended Six Months Ended June 30 (In thousands) June 30, 2026 Mar. 31, 2026 June 30, 2025 2026 2025 ALLOWANCE FOR CREDIT LOSSES ON LOANS Balance at end of prior period $ 198,605 $ 179,468 $ 167,031 $ 179,468 $ 162,742 Initial allowance for credit losses on purchased credit deteriorated loans at acquisition — 2,958 — 2,958 — Initial allowance for credit losses on purchased seasoned loans at acquisition — 19,870 — 19,870 — Provision for credit losses on loans 6,311 11,283 7,919 17,594 23,014 Net loan charge-offs (recoveries): Commercial: Business 224 241 432 465 478 Real estate-construction and land — — 24 — 24 Real estate-business (7) 5,405 (425) 5,398 (48) Commercial net loan charge-offs (recoveries) 217 5,646 31 5,863 454 Personal Banking: Real estate-personal 203 2 35 205 107 Consumer 1,598 1,768 2,168 3,366 5,020 Revolving home equity 83 6 11 89 8 Consumer credit card 7,029 7,139 7,085 14,168 14,052 Overdrafts 411 413 360 824 855 Personal banking net loan charge-offs (recoveries) 9,324 9,328 9,659 18,652 20,042 Total net loan charge-offs (recoveries) 9,541 14,974 9,690 24,515 20,496 Balance at end of period $ 195,375 $ 198,605 $ 165,260 $ 195,375 $ 165,260 LIABILITY FOR UNFUNDED LENDING COMMITMENTS Balance at beginning of period $ 17,699 $ 17,660 $ 18,327 $ 17,660 $ 18,935 Initial allowance for credit loss at acquisition — 362 — 362 — Provision for credit losses on unfunded lending commitments 2,420 (323) (2,322) 2,097 (2,930) Balance at end of period 20,119 17,699 16,005 20,119 16,005 ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LIABILITY FOR UNFUNDED LENDING COMMITMENTS $ 215,494 $ 216,304 $ 181,265 $ 215,494 $ 181,265 63 Table of Contents Three Months Ended Six Months Ended June 30 June 30, 2026 Mar. 31, 2026 June 30, 2025 2026 2025 Annualized net loan charge-offs (recoveries)*: Commercial: Business .01 % .01 % .03 % .01 % .02 % Real estate-construction and land — — .01 — — Real estate-business — .54 (.05) .27 — Commercial net loan charge-offs (recoveries) .01 .19 — .10 .01 Personal Banking: Real estate-personal .02 — — .01 .01 Consumer .26 .30 .40 .28 .48 Revolving home equity .05 — .01 .03 — Consumer credit card 5.18 5.21 5.08 5.19 5.06 Overdrafts 22.61 23.45 25.50 23.02 29.93 Personal banking net loan charge-offs (recoveries) .47 .47 .63 .47 .66 Total annualized net loan charge-offs (recoveries) .19 % .30 % .22 % .24 % .24 % * as a percentage of average loans (excluding loans held for sale) The following schedule provides a breakdown of the allowance for credit losses on loans (ACL) by loan class and the percentage of the allowance for credit losses to the related loan class at period end. June 30, 2026 Mar. 31, 2026 Dec. 31, 2025 (Dollars in thousands) Credit Loss Allowance Allocation % of ACL to Loan Category Credit Loss Allowance Allocation % of ACL to Loan Category Credit Loss Allowance Allocation % of ACL to Loan Category Business $ 57,295 .81 % $ 58,674 .87 % $ 53,238 .83 % RE — construction and land 30,322 2.03 31,430 1.99 29,053 2.02 RE — business 36,013 .89 35,133 .87 34,574 .94 RE — personal 20,533 .47 22,065 .50 10,915 .36 Consumer 15,288 .60 15,838 .64 15,624 .71 Revolving home equity 3,517 .54 3,403 .55 1,738 .46 Consumer credit card 32,277 5.75 31,945 5.73 34,178 5.80 Overdrafts 130 .25 117 1.23 148 3.53 Total $ 195,375 .94 % $ 198,605 .97 % $ 179,468 1.01 % To determine the amount of the allowance for credit losses on loans and the liability for unfunded lending commitments, the Company has an established process which assesses the risks and losses expected in its portfolios. This process provides an allowance based on estimates of allowances for pools of loans and unfunded lending commitments, as well as a second, smaller component based on certain individually evaluated loans and unfunded lending commitments. The Company's policies and processes for determining the allowance for credit losses on loans and the liability for unfunded lending commitments are discussed in Note 1 to the consolidated financial statements and in the "Allowance for Credit Losses" discussion within Critical Accounting Estimates and Related Policies in Item 7 of the 2025 Annual Report on Form 10-K. Net loan charge-offs in the second quarter of 2026 amounted to $9.5 million, compared to $15.0 million in the prior quarter and $9.7 million in the second quarter of last year. Compared to the same period last year, net loan charge-offs in the second quarter of 2026 decreased $149 thousand and decreased $5.4 million from the previous quarter. The decrease from the prior year was mainly driven by a decrease of $418 thousand in business real estate loan recoveries, offset by a decrease of $570 thousand in consumer loan net charge-offs. The decrease in net loan charge-offs for the three months ended June 30, 2026 from the previous quarter was driven by decreases of $5.4 million, $110 thousand and $170 thousand in net charge-offs on business real estate, consumer credit card, and consumer loans, respectively, partially offset by an increase of $201 thousand in net charge-offs on personal real estate loans. 64 Table of Contents For the three months ended June 30, 2026, annualized net charge-offs on average consumer credit card loans were 5.18%, compared to 5.21% in the previous quarter and 5.08% in the same period last year. Consumer loan annualized net charge-offs in the current quarter amounted to .26%, compared to .30% in the prior quarter and .40% in the same period last year. In the second quarter of 2026, total annualized net loan charge-offs were .19%, compared to .30% in the previous quarter and .22% in the same period last year. For the six months ended June 30, 2026 and June 30, 2025, total annualized net loan charge-offs were .24% for each period. Net loan charge-offs were $24.5 million in the first six months of 2026, an increase of $4.0 million over net loan charge-offs of $20.5 million in the first six months of 2025. The increase in net loan charge-offs during the first six months of 2026 was mainly driven by higher net charge-offs business real estate loans. For the three months ended June 30, 2026, the provision for credit losses on loans was $6.3 million, which was a decrease of $5.0 million from the provision recorded in the prior quarter. Compared to the same period in the prior year, the provision for credit losses on loans for the three months ended June 30, 2026 decreased $1.6 million. For the six months ended June 30, 2026, the provision for credit losses on loans was $17.6 million, which was a $5.4 million decrease from the $23.0 million provision recorded in the same period last year. Changes in the provision are driven by changes in the estimate for the allowance for credit losses on loans. The allowance for credit losses decreased $3.2 million compared to prior quarter. The allowance for credit losses in the commercial portfolio decreased $1.6 million primarily due to decreases in the allowance on construction loans due to continued low loss rates and lower outstanding loan balances. Additionally, decreases in the allowance for credit losses in business loans lowered the overall allowance for credit losses in the commercial portfolio, due to lower business loan balances in certain industries and improvement in certain economic indicators, partially offset by an overall increase in outstanding business loan balances. The allowance for credit losses on the personal banking portfolio also decreased $1.6 million primarily due to a decrease in the allowance on the personal real estate loans, mostly due to improvements in home sale trends in certain markets. The decrease in allowance caused the allowance as a percentage of outstanding loans to decrease compared to the prior quarter. The forecast utilized to estimate the allowance for credit losses on loans at June 30, 2026 assumes slowing economic expansion and stable unemployment, and changes in the forecast utilized to estimate the allowance at June 30, 2026 did not significantly change the allowance estimate during the quarter. At June 30, 2026, the allowance for credit losses increased $15.9 million compared to the allowance for credit losses on loans at December 31, 2025. The most significant driver of the increase in the allowance for credit losses is due to an increase in loan balances as a result of the acquisition of FineMark, as the initial allowance for FineMark loans acquired was $22.8 million. This increase was partially offset by a decrease in the allowance on the consumer and consumer credit card loan portfolios. The allowance as a percentage of outstanding loans decreased compared to December 31, 2025 due to the change in mix of loans caused by the acquisition which included more personal real estate loans that carry a lower allowance for credit losses than other classes. The allowance for credit losses on loans was $195.4 million at June 30, 2026 and was .94%, .97%, and 1.01% of total loans at June 30, 2026, March 31, 2026, and December 31, 2025, respectively. In the current quarter, the provision for credit losses on unfunded lending commitments was $2.4 million, compared to a benefit of $2.3 million for the three months ended June 30, 2025. At June 30, 2026, the liability for unfunded lending commitments was $20.1 million, compared to $17.7 million at December 31, 2025 and $16.0 million at June 30, 2025. At June 30, 2026, the liability for unfunded lending commitments remained largely consistent with the liability as of December 31, 2025. The Company's unfunded lending commitments primarily relate to construction loans, and the Company's estimate for credit losses in its unfunded lending commitments utilizes the same model and forecast as its estimate for credit losses on loans. See Note 3 for further discussion of the model inputs utilized in the Company's estimate of credit losses. The Company considers the allowance for credit losses on loans and the liability for unfunded commitments adequate to cover losses expected in the loan portfolio, including unfunded commitments, at June 30, 2026. The allowance for credit losses on loans and the liability for unfunded lending commitments are estimates that require significant judgment including projections of the macro-economic environment. The Company utilizes a third-party macro-economic forecast that continuously changes due to economic conditions and events. These changes in the forecast cause fluctuations in the allowance for credit losses on loans and the liability for unfunded lending commitments. The Company uses judgment to assess the macro-economic forecast and internal loss data in estimating the allowance for credit losses on loans and the liability for unfunded lending commitments. These estimates are subject to periodic refinement based on changes in the underlying external and internal data. 65 Table of Contents Risk Elements of the Loan Portfolio The following table presents non-performing assets and loans which are past due 90 days and still accruing interest. Non-performing assets include non-accruing loans and foreclosed real estate. Loans are placed on non-accrual status when management does not expect to collect payments consistent with acceptable and agreed upon terms of repayment. Loans that are 90 days past due as to principal and/or interest payments are generally placed on non-accrual, unless they are both well-secured and in the process of collection, or they are personal banking loans that are exempt under regulatory rules from being classified as non-accrual. (Dollars in thousands) June 30, 2026 December 31, 2025 Non-accrual loans $ 11,618 $ 15,750 Foreclosed real estate 1,211 1,218 Total non-performing assets $ 12,829 $ 16,968 Non-performing assets as a percentage of total loans .06 % .10 % Non-performing assets as a percentage of total assets .04 % .05 % Total loans past due 90 days and still accruing interest $ 23,703 $ 24,659 Non-accrual loans totaled $11.6 million at June 30, 2026, a decrease of $4.1 million from the balance at December 31, 2025. The decrease occurred mainly in business real estate non-accrual loans, which decreased $5.4 million. At June 30, 2026, non-accrual loans were comprised of business real estate (80.6%), personal real estate (18.3%), and business loans (0.8%). Foreclosed real estate totaled $1.2 million at June 30, 2026, a decrease of $7 thousand compared to December 31, 2025. Total loans past due 90 days or more and still accruing interest totaled $23.7 million as of June 30, 2026, a decrease of $956 thousand from December 31, 2025. Balances by class for non-accrual loans and loans past due 90 days and still accruing interest are shown in the "Delinquent and non-accrual loans" section in Note 3 to the consolidated financial statements. In addition to the non-performing and past due loans mentioned above, the Company also has identified loans for which management has concerns about the ability of the borrowers to meet existing repayment terms. They are classified as substandard under the Company's internal rating system. The loans are generally secured by either real estate or other borrower assets, reducing the potential for loss should they become non-performing. Although these loans are generally identified as potential problem loans, they may never become non-performing. Such loans totaled $316.6 million at June 30, 2026 compared to $264.9 million at December 31, 2025, resulting in an increase of $51.8 million, or 19.5%. (In thousands) June 30, 2026 December 31, 2025 Potential problem loans: Business $ 166,623 $ 112,018 Real estate – construction and land 41,292 46,622 Real estate – business 106,928 106,163 Real estate – personal 1,792 91 Consumer 13 — Total potential problem loans $ 316,648 $ 264,894 When borrowers are experiencing financial difficulty, the Company may agree to modify the contractual terms of a loan to a borrower in order to assist the borrower in repaying principal and interest owed to the Company. At June 30, 2026, the Company held $110.9 million of loans that had been modified during the six months ended June 30, 2026. These loans are further discussed in the "Modifications for borrowers experiencing financial difficulty" section in Note 3 to the consolidated financial statements. Loans with Special Risk Characteristics Management relies primarily on an internal risk rating system, in addition to delinquency status, to assess risk in the loan portfolio, and these statistics are presented in Note 3 to the consolidated financial statements. However, certain types of loans are considered at high risk of loss due to their terms, location, or special conditions. Additional information about the major types of loans in these categories and their risk features are provided below. Information based on loan-to-value (LTV) ratios was generally calculated with valuations at loan origination date. The Company normally obtains an updated appraisal or valuation at the time a loan is renewed or modified, or if the loan becomes significantly delinquent or is in the process of being foreclosed upon. 66 Table of Contents Real Estate – Construction and Land Loans The Company's portfolio of construction and land loans, as shown in the table below, amounted to 7.2% of total loans outstanding at June 30, 2026. The largest component of construction and land loans was commercial construction, which decreased $87.8 million during the six months ended June 30, 2026. At June 30, 2026, multi-family residential construction loans totaled approximately $493.8 million, or 43.4%, of the commercial construction loan portfolio, compared to $553.1 million, or 45.1%, at December 31, 2025. (Dollars in thousands) June 30, 2026 % of Total % ofTotalLoans December 31, 2025 % of Total % ofTotalLoans Commercial construction $ 1,138,600 76.2 % 5.5 % $ 1,226,363 85.3 % 6.9 % Residential construction 232,753 15.6 1.1 105,874 7.4 .6 Residential land and land development 76,681 5.2 .4 63,288 4.3 .4 Commercial land and land development 45,421 3.0 .2 42,487 3.0 .2 Total real estate - construction and land loans $ 1,493,455 100.0 % 7.2 % $ 1,438,012 100.0 % 8.1 % Real Estate – Business Loans Total business real estate loans were $4.1 billion at June 30, 2026 and comprised 19.5% of the Company's total loan portfolio. These loans include properties such as manufacturing and warehouse buildings, small office and medical buildings, churches, hotels and motels, shopping centers, and other commercial properties. At June 30, 2026, 35.5% of business real estate loans were for owner-occupied real estate properties, which have historically resulted in lower net charge-off rates than non-owner-occupied commercial real estate loans. (Dollars in thousands) June 30, 2026 % of Total % ofTotalLoans December 31, 2025 % of Total % ofTotalLoans Owner-occupied $ 1,444,376 35.5 % 6.9 % $ 1,248,172 34.0 % 7.0 % Industrial 643,105 15.8 3.1 628,223 17.1 3.5 Office 664,530 16.4 3.2 528,421 14.4 3.0 Hotels 374,106 9.2 1.8 326,147 8.9 1.8 Multi-family 289,224 7.1 1.4 317,541 8.6 1.8 Retail 331,150 8.1 1.6 292,490 8.0 1.6 Farm 196,935 4.8 .9 199,678 5.4 1.1 Senior living 18,779 .5 .1 43,161 1.2 .2 Other 102,048 2.6 .5 90,734 2.4 .7 Total real estate - business loans $ 4,064,253 100.0 % 19.5 % $ 3,674,567 100.0 % 20.7 % 67 Table of Contents Information about the credit quality of the Company's business real estate loan portfolio as of June 30, 2026 and December 31, 2025 is provided in the table below. (Dollars in thousands) Pass Special Mention Substandard Non-Accrual Total June 30, 2026 Owner-occupied $ 1,385,611 $ 13,263 $ 45,378 $ 124 $ 1,444,376 Industrial 643,105 — — — 643,105 Office 612,479 356 51,695 — 664,530 Hotels 374,106 — — — 374,106 Multi-family 245,662 43,562 — — 289,224 Retail 331,150 — — — 331,150 Farm 195,496 1,238 52 149 196,935 Senior living — — 9,687 9,092 18,779 Other 102,048 — — — 102,048 Total $ 3,889,657 $ 58,419 $ 106,812 $ 9,365 $ 4,064,253 December 31, 2025 Owner-occupied $ 1,198,970 $ 18,011 $ 31,067 $ 124 $ 1,248,172 Industrial 628,223 — — — 628,223 Office 443,737 27,175 57,509 — 528,421 Hotels 326,147 — — — 326,147 Multi-family 250,018 56,633 10,890 — 317,541 Retail 292,490 — — — 292,490 Farm 197,566 1,686 273 153 199,678 Senior living 22,262 — 6,391 14,508 43,161 Other 89,157 1,577 — — 90,734 Total $ 3,448,570 $ 105,082 $ 106,130 $ 14,785 $ 3,674,567 Revolving Home Equity Loans The Company had $649.3 million in revolving home equity loans at June 30, 2026 that were collateralized by residential real estate. Most of these loans (96.2%) are written with terms requiring interest-only monthly payments. These loans are offered in three main product lines: LTV up to 80%, 80% to 90%, and 90% to 100%. As of June 30, 2026, the outstanding principal of loans with an original LTV higher than 80% was $85.2 million, or 13.1% of the portfolio, compared to $27.7 million as of December 31, 2025. Total revolving home equity loan balances over 30 days past due were $2.1 million at June 30, 2026 and $1.9 million at December 31, 2025, and the outstanding balance for revolving home equity loans on non-accrual status was $33 thousand at June 30, 2026 compared to no balance at December 31, 2025. The weighted average FICO score for the total portfolio balance at June 30, 2026 is 778. At maturity, the accounts are re-underwritten, and if they qualify under the Company's credit, collateral and capacity policies, the borrower is given the option to renew the line of credit or convert the outstanding balance to an amortizing loan. If criteria are not met, amortization is required, or the borrower may pay off the loan. During the remainder of 2026 through 2029, approximately 19.5% of the Company's current outstanding balances are expected to mature. Of these balances, approximately 84.0% have a FICO score of 700 or higher. The Company does not expect a significant increase in losses as these loans mature, due to their high FICO scores, low LTVs, and low historical loss levels. Consumer Loans The consumer loans category is mostly comprised of private banking loans and automobile loans. Private banking loans comprised of 49.3% of the consumer loan portfolio at June 30, 2026. The Company's private banking loans are mostly executive lines of credit, which are secured primarily by assets held by the Company's trust department, and insurance premium finance loans, which are primarily secured by life insurance policies. Automobile loans, which include direct and indirect product lines, comprised 29.5% of the consumer loan portfolio at June 30, 2026, and outstanding balances for auto loans were $744.3 million and $773.6 million at June 30, 2026 and December 31, 2025, respectively. The balances over 30 days past due amounted to $8.2 million at June 30, 2026 and $11.0 million at December 31, 2025, respectively, and comprised 1.1% of the outstanding balances of these loans at June 30, 2026 and 1.4% at December 31, 2025. For the six months ended June 30, 2026, $173.4 million of new auto loans were originated, compared to $190.2 million during the first six months of 2025. At June 30, 68 Table of Contents 2026, the automobile loan portfolio had a weighted average FICO score of 763, and net charge-offs on auto loans were .5% of average auto loans. The Company's consumer loan portfolio also includes fixed rate home equity loans, typically for home repair or remodeling, and these loans comprised 8.0% of the consumer loan portfolio at June 30, 2026. Losses on these loans have historically been low, and the Company saw net charge offs of $9 thousand for the first six months of 2026. The remaining portion of the Company's consumer loan portfolio is comprised of healthcare financing, boat, RV, motorcycle, other equipment, and unsecured consumer loans. Net charge-offs on consumer loans, other than automobile and fixed rate home equity loans, totaled $1.4 million in the first six months of 2026 and were .2% of the average balances of these loans at June 30, 2026. Consumer Credit Card Loans The Company offers low promotional rates on selected consumer credit card products. Out of a portfolio at June 30, 2026 of $561.3 million in consumer credit card loans outstanding, approximately $119.5 million, or 21.3%, carried a low promotional rate. Within the next six months, $54.7 million of these loans are scheduled to convert to the ongoing higher contractual rate. To mitigate some of the risk involved with this credit card product, the Company performs credit checks and detailed analysis of the customer borrowing profile before approving the loan application. Management believes that the risks in the consumer loan portfolio are reasonable and the anticipated loss ratios are within acceptable parameters. June 30, 2026 December 31, 2025 FICO score: Under 600 5.3 % 5.4 % 600 – 659 12.1 12.3 660 – 719 27.1 27.4 720 – 779 26.5 26.3 780 and over 29.0 28.6 Total 100.0 % 100.0 % Oil and Gas Energy Lending The Company's energy lending portfolio is comprised of lending to the petroleum and natural gas sectors and totaled $373.0 million, or 1.8% of total loans at June 30, 2026, an increase of $69.9 million from December 31, 2025, as shown in the table below. (In thousands) June 30, 2026 December 31, 2025 Unfunded commitments at June 30, 2026 Upstream activities $ 242,587 $ 228,660 $ 163,323 Mid-stream activities 41,689 25,038 106,176 Downstream activities 23,343 15,543 20,122 Support activities 65,353 33,803 11,988 Total energy lending portfolio $ 372,972 $ 303,044 $ 301,609 Shared National Credits The Company participates in credits of large, publicly traded companies which are defined by regulation as shared national credits, or SNCs. Regulations define SNCs as loans exceeding $100 million that are shared by three or more financial institutions. The Company typically participates in these loans when business operations are maintained in the local communities or regional markets and opportunities to provide other banking services are present. The balance of SNC loans totaled $1.6 billion at June 30, 2026 and $1.5 billion December 31, 2025. Additional unfunded commitments at June 30, 2026 totaled $2.7 billion. Income Taxes Income tax expense was $45.8 million in the second quarter of 2026, compared to $40.9 million in the first quarter of 2026 and $42.4 million in the second quarter of 2025. The Company's effective tax rate, including the effect of non-controlling interest, was 22.3% in the second quarter of 2026, 22.4% in the first quarter of 2026, and 21.8% in the second quarter of 2025. 69 Table of Contents Financial Condition Balance Sheet Total assets of the Company were $35.3 billion at June 30, 2026 and $32.9 billion at December 31, 2025. Earning assets (excluding the allowance for credit losses on loans and fair value adjustments on available for sale debt securities) amounted to $33.6 billion at June 30, 2026 and $31.4 billion at December 31, 2025, and consisted of 62% in loans and 28% in investment securities at June 30, 2026. At June 30, 2026, total loans were $20.8 billion, an increase of $3.1 billion compared to balances at December 31, 2025. The increase was primarily due to the acquisition of FineMark, which added $2.7 billion in loan balances. The balances of personal real estate, business, business real estate, and revolving home equity loans grew $1.3 billion, $676.6 million, $389.7 million, and $274.2 million, respectively, compared to December 31, 2025. Consumer loans, which includes automobile, marine and RV, fixed rate home equity and other consumer loans, increased $330.6 million, mainly due to growth in other consumer loans. Total available for sale debt securities, excluding fair value adjustments, decreased $801.0 million at June 30, 2026 compared to December 31, 2025. Sales, maturities and pay downs of available for sale debt securities during this period totaled $1.2 billion, partly offset by purchases of $810.0 million. The decline in available for sale debt securities was mainly the result of lower balances of mortgage-backed securities and asset-backed securities, which decreased $742.7 million and $255.6 million, respectively, at June 30, 2026 compared to December 31, 2025. These decreases were partly offset by an increase of $246.1 million in the balance of U.S. government and federal agency obligations. At June 30, 2026, the duration of the available for sale investment portfolio was 4.2 years, and maturities and pay downs of approximately $1.1 billion are expected to occur during the next 12 months. Interest earning deposits with banks decreased $484.2 million from December 31, 2025 and the balance of other assets increased $176.2 million mainly due to increases in goodwill, intangible assets and premises and equipment related to the Company's acquisition of FineMark. These increases were partly offset by a decline in the cash and due from banks balance. Total deposits at June 30, 2026 amounted to $27.9 billion, an increase of $2.2 billion compared to December 31, 2025. The balance increase was primarily due to the FineMark acquisition, which added $2.7 billion in interest bearing and $425 million in non-interest bearing deposit balances. Shortly after the acquisition, the Company moved $1.0 billion of FineMark’s high-cost, money market deposit balances off-balance sheet. Compared to December 31, 2025, interest checking and money market deposit balances increased $2.3 billion. The Company’s borrowings, which included customer repurchase agreements of $2.3 billion, totaled $2.5 billion at June 30, 2026, a decrease of $547.9 million from balances at December 31, 2025. Federal Home Loan Bank advances of $350.0 million, which the Company acquired from the FineMark acquisition, were paid off in January 2026. Liquidity and Capital Resources Liquidity Management The Company’s most liquid assets include balances at the Federal Reserve Bank, federal funds sold, available for sale debt securities, and securities purchased under agreements to resell, as follows: (In thousands) June 30, 2026 June 30, 2025 December 31, 2025 Liquid assets: Balances at the Federal Reserve Bank $ 2,260,162 $ 2,624,264 $ 2,744,393 Federal funds sold 2,010 — — Available for sale debt securities 8,322,634 8,915,779 9,095,513 Securities purchased under agreements to resell 1,150,000 — 850,000 Total $ 11,734,806 $ 11,540,043 $ 12,689,906 Interest earning balances at the Federal Reserve Bank, which have overnight maturities and are used for general liquidity purposes, totaled $2.3 billion at June 30, 2026 and decreased $484.2 million from December 31, 2025. At June 30, 2026, the Company's balance of federal funds sold totaled $2.0 million, which are funds lent to the Company's correspondent bank customers with overnight maturities. The fair value of the available for sale debt portfolio was $8.3 billion at June 30, 2026 and included an unrealized net loss of $618.6 million. The total net unrealized loss included net losses of $535.0 million on mortgage-backed and asset-backed securities and $49.7 million on state and municipal obligations. 70 Table of Contents The Company holds securities purchased under agreements to resell (“resale agreements”) which totaled $1.2 billion at June 30, 2026, with maturities in 2028 through 2031. Under these agreements, the Company lends funds to upstream financial institutions and holds marketable securities, safe-kept by a third-party custodian, as collateral. This collateral totaled $1.2 billion in fair value at June 30, 2026. The Company's available for sale debt securities portfolio has a diverse mix of high quality and liquid investment securities with a duration of 4.2 years at June 30, 2026. Approximately $1.1 billion of the Company's available for sale debt portfolio is expected to mature or pay down during the next 12 months, and these funds offer substantial resources to meet either new loan demand or offset potential reductions in the Company's deposit funding base. The Company pledges portions of its investment securities portfolio to secure public fund deposits, securities sold under agreements to repurchase, trust funds, letters of credit issued by the FHLB, and borrowing capacity at the FHLB and the Federal Reserve Bank. Total investment securities pledged for these purposes were as follows: (In thousands) June 30, 2026 June 30, 2025 December 31, 2025 Investment securities pledged for the purpose of securing: Federal Reserve Bank borrowings $ 498,718 $ 625,132 $ 538,874 FHLB borrowings and letters of credit 1,266,348 1,748,130 2,160,967 Securities sold under agreements to repurchase * 2,386,013 2,535,105 2,937,267 Other deposits and swaps 1,777,909 2,025,477 1,638,324 Total pledged securities 5,928,988 6,933,844 7,275,432 Unpledged and available for pledging 2,382,690 1,980,983 1,808,420 Ineligible for pledging 10,956 952 11,661 Total available for sale debt securities, at fair value $ 8,322,634 $ 8,915,779 $ 9,095,513 * Includes securities pledged for collateral swaps outstanding at each period end shown in the table. The average loans to deposits ratio is a measure of a bank's liquidity, and the Company’s average loans to deposits ratio was 73.9% for the six months ended June 30, 2026. Core customer deposits, defined as non-interest bearing, interest checking, savings, and money market deposit accounts totaled $25.5 billion and represented 91.5% of the Company's total deposits at June 30, 2026. These core deposits are normally less volatile, as they are often with customer relationships tied to other products offered by the Company, promoting long lasting relationships and stable funding sources. Core deposits increased $2.2 billion at June 30, 2026 compared to December 31, 2025, primarily due to an increase in wealth deposits of $1.8 billion. While the Company considers core retail banking and wealth deposits less volatile, corporate deposits could decline if interest rates increase significantly, encouraging corporate customers to increase investing activities, or if the economy deteriorates and companies experience lower cash inflows, reducing deposit balances. If these corporate deposits decline, the Company's funding needs may be met by liquidity supplied by investment security maturities and pay downs expected to total $1.1 billion over the next year, as noted above. In addition, as shown in the table of collateral available for future advances below, the Company has borrowing capacity of $6.4 billion through advances from the FHLB and the Federal Reserve. (In thousands) June 30, 2026 June 30, 2025 December 31, 2025 Core deposit base: Non-interest bearing $ 8,172,552 $ 7,393,559 $ 8,205,711 Interest checking 8,754,045 8,121,371 7,360,515 Savings and money market 8,566,609 7,606,178 7,686,891 Total $ 25,493,206 $ 23,121,108 $ 23,253,117 Certificates of deposit of $100,000 or greater totaled $1.4 billion at June 30, 2026. These deposits are normally considered more volatile and higher costing, and comprised 4.9% of total deposits at June 30, 2026. The Company may occasionally issue short-term brokered certificates of deposit to test the reliability of this potential funding source. While it is not clear how many brokered certificates of deposit the market would allow the Company to issue, the Company believes brokered certificates of deposits may be an additional, reliable source of liquidity during periods of stress in the banking industry. 71 Table of Contents Other important components of liquidity are the level of borrowings from third party sources and the availability of future credit. During 2026, the Company's outside borrowings have mainly been comprised of federal funds purchased and repurchase agreements, as follows: (In thousands) June 30, 2026 June 30, 2025 December 31, 2025 Borrowings: Federal funds purchased $ 121,820 $ 125,975 $ 128,625 Securities sold under agreements to repurchase 2,306,471 2,470,486 2,861,016 Other debt 26,291 15,049 12,798 Total $ 2,454,582 $ 2,611,510 $ 3,002,439 Federal funds purchased, which totaled $121.8 million at June 30, 2026, are unsecured overnight borrowings obtained mainly from upstream correspondent banks with which the Company maintains approved lines of credit. At June 30, 2026, the Company had approved lines of credit totaling $4.2 billion. Since these borrowings are unsecured and limited by market trading activity, their availability may be less certain than collateralized sources of borrowings. Retail repurchase agreements are offered to customers wishing to earn interest in highly liquid balances and are used by the Company as a funding source considered to be stable, but short-term in nature. Repurchase agreements are collateralized by securities in the Company's investment portfolio. Total repurchase agreements at June 30, 2026 were comprised of non-insured customer funds totaling $2.3 billion, and securities pledged as collateral for these retail agreements totaled $2.4 billion at June 30, 2026. The Company also borrows on a secured basis through advances from the FHLB. The advances are generally short-term, fixed interest rate borrowings. There were no advances outstanding from the FHLB at June 30, 2026. The Company pledges certain assets, including loans and investment securities, to both the FRB and the FHLB as security to establish lines of credit and borrow from these entities. Based on the amount and type of collateral pledged, the FHLB establishes a collateral value from which the Company may draw advances against the collateral. Additionally, this collateral is used to enable the FHLB to issue letters of credit in favor of public fund depositors of the Company. The FRB also establishes a collateral value of assets pledged and permits borrowings from the discount window. The following table reflects the collateral value of assets pledged, borrowings, and letters of credit outstanding, in addition to the estimated future funding capacity available to the Company at June 30, 2026. June 30, 2026 (In thousands) FHLB Federal Reserve Total Total collateral value established by FHLB and FRB $ 3,945,114 $ 2,596,771 $ 6,541,885 Letters of credit issued (98,817) — (98,817) Available for future advances $ 3,846,297 $ 2,596,771 $ 6,443,068 The Company receives outside ratings from both Standard & Poor’s and Moody’s on the consolidated company and its subsidiary bank, Commerce Bank. These ratings are as follows: Standard & Poor’s Moody’s Commerce Bancshares, Inc. Issuer rating A- Rating outlook Stable Commerce Bank Issuer rating A A3 Baseline credit assessment a2 Short-term rating A-1 P-1 Rating outlook Stable Stable The Company considers these ratings to be indications of a sound capital base and strong liquidity and believes that these ratings would help ensure the ready marketability of its commercial paper, should the need arise. No commercial paper has been outstanding during the past ten years. The Company has no subordinated or hybrid debt instruments which would affect future borrowing capacity. Because of its lack of significant long-term debt, the Company believes that through its Commercial 72 Table of Contents Tradable Products division or in other public debt markets, it could generate additional liquidity from sources such as jumbo certificates of deposit, privately placed corporate notes or other forms of debt. The cash flows from the operating, investing and financing activities of the Company resulted in a net decrease in cash, cash equivalents and restricted cash of $639.8 million during the first six months of 2026, as reported in the consolidated statements of cash flows in this report. Operating activities, consisting mainly of net income adjusted for certain non-cash items, provided cash flow of $866.7 million and have historically been a stable source of funds. Investing activities, which occur mainly in the loan and investment securities portfolios, provided cash of $532.3 million. Activity in the investment securities portfolio provided cash of $791.2 million from sales, maturities, and pay downs (net of purchases) of investment securities. These gains were partially offset by a net increase in loans of $443.7 million and purchases of securities under agreements to resell (net of repayments) of $300.0 million. Investing activities are somewhat unique to financial institutions in that, while large sums of cash flow are normally used to fund growth in investment securities, loans, or other bank assets, they are normally dependent on the financing activities described below. Financing activities used cash of $2.0 billion, largely resulting from decreases in deposits and federal funds purchased and securities sold under agreements to repurchase of $795.0 million and $624.4 million, respectively, and repayments of FHLB borrowings (assumed in the FineMark acquisition), which used cash of $603.9 million during the first six months of 2026. Cash dividend payments (including distributions to non-controlling interest) and purchases of treasury stock used cash of $82.6 million and $196.3 million, respectively. Capital Management Under Basel III capital guidelines, the Company met all capital adequacy requirements and had regulatory capital ratios in excess of the levels established for well-capitalized institutions at June 30, 2026 and December 31, 2025, as shown in the following table. (Dollars in thousands) June 30, 2026 December 31, 2025 Minimum Capital Requirement Capital Conservation Buffer Minimum Ratios Requirement including Capital Conservation Buffer Minimum Ratios for Well-Capitalized Banks * Risk-adjusted assets $ 26,777,251 $ 23,970,761 Tier I common risk-based capital 4,511,465 4,156,776 Tier I risk-based capital 4,511,465 4,156,776 Total risk-based capital 4,724,540 4,353,905 Tier I common risk-based capital ratio 16.85 % 17.34 % 4.50 % 2.50 % 7.00 % 6.50 % Tier I risk-based capital ratio 16.85 17.34 6.00 2.50 8.50 8.00 Total risk-based capital ratio 17.64 18.16 8.00 2.50 10.50 10.00 Tier I leverage ratio 12.81 12.65 4.00 N/A 4.00 5.00 *Under Prompt Corrective Action requirements The Company is subject to a 2.5% capital conservation buffer, which is an amount above the minimum ratios under capital adequacy guidelines, and is intended to absorb losses during periods of economic stress. Failure to maintain the buffer will result in constraints on dividends, share repurchases, and executive compensation. The Company maintains a treasury stock buyback program under authorizations by its Board of Directors (the Board) and routinely purchases stock in the open market. On April 24, 2026, the share repurchase authorization was increased to 7,500,000 shares. During the six months ended June 30, 2026, the Company purchased 3,712,347 shares at an average price of $52.39 in open market purchases and stock-based compensation transactions. At June 30, 2026, 5,425,828 shares remained available for purchase under the Board authorization in place at that date. The Company's common stock dividend policy reflects its earnings outlook, desired payout ratios, the need to maintain adequate capital levels and alternative investment options. The Company paid a $.275 per share cash dividend on its common stock in the second quarter of 2026, which was a 5.0% increase compared to its 2025 quarterly dividend. Material Cash Requirements, Commitments, Off-Balance Sheet Arrangements and Contingencies The Company's material cash requirements include commitments for contractual obligations (both short-term and long-term), commitments to extend credit, and off-balance sheet arrangements. The Company's material cash requirements for the next 12 months are primarily to fund loan growth. Additionally, the Company will utilize cash to fund deposit maturities and withdrawals that may occur in the next 12 months. Other contractual obligations, purchase commitments, lease obligations, and 73 Table of Contents unfunded commitments may require cash payments by the Company within the next 12 months, and these are further discussed in the Company's 2025 Annual Report on Form 10-K. Further discussion of the Company's longer-term material cash obligations and sources for fulfilling those obligations is below. In the normal course of business, various commitments and contingent liabilities arise that are not required to be recorded on the balance sheet. The most significant of these are loan commitments, which at June 30, 2026 totaled $17.0 billion (including $6.0 billion in unused, approved credit card lines). In addition, the Company enters into standby and commercial letters of credit. The contractual amount of standby and commercial letters of credit totaled $722.2 million and $1.8 million, respectively, at June 30, 2026. As many commitments expire unused or only partially used, these totals do not necessarily reflect future cash requirements. The allowance for these commitments is recorded in the Company’s liability for unfunded lending commitments within other liabilities on its consolidated balance sheets. At June 30, 2026, the liability for unfunded lending commitments totaled $20.1 million. See further discussion of the liability for unfunded lending commitments in Note 3 to the consolidated financial statements. The Company regularly purchases various state tax credits arising from third party property redevelopment. These credits are either resold to third parties or retained for use by the Company. During the first six months of 2026, purchases and sales of tax credits amounted to $28.2 million and $63.3 million, respectively. Fees from sales of tax credits were $2.2 million for the six months ended June 30, 2026, compared to $3.7 million in the same period last year. At June 30, 2026, the Company expected to fund outstanding purchase commitments of $77.2 million during the remainder of 2026 and had purchase commitments of $495.7 million that it expects to fund from 2027 through 2030. The Company continued to maintain a strong liquidity position throughout the first six months of 2026. Through the various sources of liquidity described above, the Company maintains a liquidity position that it believes will adequately satisfy its financial obligations. Segment Results The table below is a summary of segment pre-tax income results for the first six months of 2026 and 2025. (Dollars in thousands) Retail Banking Commercial Wealth SegmentTotals Other/ Elimination Consolidated Totals Six Months Ended June 30, 2026 Net interest income $ 246,777 $ 265,001 $ 96,396 $ 608,174 $ 6,751 $ 614,925 Provision for credit losses (18,510) (5,959) 2 (24,467) 4,776 (19,691) Non-interest income 49,747 142,386 161,824 353,957 5,722 359,679 Investment securities gains (losses), net — — — — 24,477 24,477 Non-interest expense (175,216) (237,445) (125,174) (537,835) (50,359) (588,194) Income before income taxes $ 102,798 $ 163,983 $ 133,048 $ 399,829 $ (8,633) $ 391,196 Six Months Ended June 30, 2025 Net interest income $ 252,352 $ 260,879 $ 45,195 $ 558,426 $ (9,177) $ 549,249 Provision for credit losses (19,819) (640) (18) (20,477) 393 (20,084) Non-interest income 47,690 144,980 127,886 320,556 4,006 324,562 Investment securities gains (losses), net — — — — (7,154) (7,154) Non-interest expense (166,080) (212,027) (81,941) (460,048) (22,765) (482,813) Income before income taxes $ 114,143 $ 193,192 $ 91,122 $ 398,457 $ (34,697) $ 363,760 Increase (decrease) in income before income taxes: Amount $ (11,345) $ (29,209) $ 41,926 $ 1,372 $ 26,064 $ 27,436 Percent (9.9) % (15.1) % 46.0 % .3 % (75.1) % 7.5 % Retail Banking For the six months ended June 30, 2026, income before income taxes for the Retail Banking segment decreased $11.3 million, or 9.9%, compared to the first six months of 2025. The decrease in income before income taxes was mainly due to an increase in non-interest expense of $9.1 million, or 5.5%, and a decline in net interest income of $5.6 million, or 2.2%. These decreases to income were partly offset by an increase in non-interest income of $2.1 million, or 4.3%, and a decline in the provision for credit losses of $1.3 million, or 6.6%. Net interest income declined due to lower loan interest income of $4.7 million and higher deposit interest expense of $2.1 million, partly offset by an increase in net allocated funding credits assigned 74 Table of Contents to the Retail Banking segment's loan and deposit portfolios of $1.3 million. The increase in non-interest income was mainly due to growth in bank card fee income (mainly credit card fees) and deposit account fees (mainly overdraft and return items fees). Non-interest expense increased over the same period in the previous year mainly due to higher salaries and benefits expense, marketing expense, and allocated support and service costs (mainly information technology, ATM, retail administration and bank operations). These increases were partly offset by lower miscellaneous losses. The decrease in the provision for credit losses from the first six months of 2025 was mainly due to lower auto loan net charge-offs. Commercial For the six months ended June 30, 2026, income before income taxes for the Commercial segment decreased $29.2 million, or 15.1%, compared to the same period in the previous year. This decrease was mainly due to higher non-interest expense, an increase in the provision for credit losses, and lower non-interest income, slightly offset by higher net interest income. Net interest income increased $4.1 million, or 1.6%, mainly due to lower interest expense on deposits and customer repurchase agreements of $11.3 million and $7.7 million, respectively. These increases to income were partly offset by lower loan interest income of $14.4 million and lower allocated funding credits of $394 thousand. Non-interest income decreased $2.6 million, or 1.8%, mainly due to a decline in gains on the sales of assets, partly offset by higher deposit account fees (mainly corporate cash management fees). Non-interest expense increased $25.4 million, or 12.0%, mainly due to higher legal fees, salaries and benefits expense, miscellaneous losses and allocated service and support costs (mainly information technology and credit administration). The provision for credit losses increased $5.3 million, mainly due to a business real estate loan charge-off on a single senior living loan in the current year. Wealth Wealth segment pre-tax profitability for the six months ended June 30, 2026 increased $41.9 million, or 46.0%, over the same period in the previous year. The increase was mainly due to the FineMark acquisition. Net interest income increased $51.2 million, or 113.3%, mainly due to a $76.8 million increase in loan interest income, partly offset by a $17.0 million increase in deposit interest expense and a $7.7 million decrease in net allocated funding credits. Non-interest income increased $33.9 million, or 26.5%, over the prior year largely due to higher private client and institutional trust fees. Non-interest expense increased $43.2 million, or 52.8%, mainly due to higher salaries and benefits, data processing and software, and occupancy expense. The provision for credit losses increased $20 thousand over the same period last year. The Other/Elimination category in the preceding table includes the activity of various support and overhead operating units of the Company, in addition to the investment securities portfolio and other items not allocated to the segments. In accordance with the Company’s transfer pricing procedures, the difference between the total provision for credit losses and total net charge-offs/recoveries is not allocated to a business segment and is included in this category. The pre-tax profitability in this category was $26.1 million higher than in the same period last year. Unallocated securities gains were $24.5 million in the first six months of 2026 compared to losses of $7.2 million in 2025. Also, the unallocated provision for credit losses increased $4.4 million, primarily driven by a decrease in the provision for credit losses on loans, partly offset by an increase in the liability for unfunded lending commitments, which are both not allocated to the segments for management reporting purposes. Net charge-offs are allocated to the segments when incurred for management reporting purposes. The provision for credit losses on loans in the first six months of 2026 was $17.6 million, or $6.9 million lower than net charge-offs. In the comparable period last year, the provision for credit losses on loans was $23.0 million, or $2.5 million higher than net charge-offs, due to an increase in the allowance for credit losses on loans. The allowance for credit losses on loans increased in the current year as a result of the FineMark initial allowance at acquisition of $22.8 million. For the six months ended June 30, 2026, the Company's provision on unfunded lending commitments was an expense of $2.5 million. Additionally, net interest income and non-interest income increased $15.9 million and $1.7 million, respectively, but were offset by an increase in non-interest expense of $27.6 million. 75 Table of Contents Impact of Recently Issued Accounting Standards Income Taxes The FASB issued ASU 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures", in December 2023. The amendments in this Update require additional disclosures regarding the rate reconciliation and income taxes paid. This Update also removed certain existing disclosure requirements. The Company adopted this Update for the year ended December 31, 2025, and applied the new disclosures on a retrospective basis. Purchased Loans The FASB issued ASU 2025-08 "Financial Instruments - Credit Losses (Topic 326): Purchased Loans" in November 2025. This new guidance makes significant changes to the accounting for certain acquired seasoned loans subject to the current expected credit loss model (CECL). Under the ASU, the initial allowance for credit losses recorded upon the acquisition of loans in scope is recognized as an adjustment to the amortized cost basis of the loan - similar to the model for purchased credit deteriorated assets. For these loans, the "day-one" credit loss estimate does not impact earnings immediately but is instead amortized over time as an adjustment to interest income. Subsequent changes in the allowance for credit losses are reported in earnings within credit loss expense. The ASU is effective for fiscal periods beginning after December 15, 2026 and interim periods within. Early adoption is permitted and amendments are to be applied prospectively. The Company adopted this Update on January 1, 2026. Income Statement Reporting The FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" in November 2024. The amendments in this Update require new disclosures providing further detail of a company's income statement expense items. This Update is effective for annual periods beginning January 1, 2027, and interim periods beginning January 1, 2028. Early adoption is permitted. The amendments in this Update should be applied on a prospective basis. Other than the inclusion of additional disclosures, the adoption is not expected to have a significant effect on the Company's consolidated financial statements. Internal-Use Software Development Costs The FASB issued ASU 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvement to the Accounting for Internal-Use Software" in September 2025. The amendments in this Update are intended to modernize the accounting for internal-use software by eliminating references to software development project stages, making the guidance neutral to various development methodologies, including those currently in use and those that may be developed in the future. This Update is effective for annual and interim periods beginning after December 15, 2027. Early adoption is permitted as of the beginning of an annual reporting period. The amendments may be applied on a prospective, modified retrospective or full retrospective basis. The adoption is not expected to have a significant effect on the Company's consolidated financial statements. Derivatives and Hedging The FASB issued ASU 2025-09 "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements" in December 2025. The amendments in this Update make targeted improvements to hedge account intended to better align financial reporting with an entity's risk-management activities. At a high level, the Update provides for a broader application of grouping forecasted transactions in cash flow hedges by replacing 'same risk exposure' requirements with a more flexible 'similar risk exposure' standard, which may apply to the Company's current cash flow hedges. This Update is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted in an interim or annual reporting period. The amendments should be applied on a prospective basis for all hedging relationships, and the Company may elect to adopt the amendments for existing hedging relationships as of the adoption, without dedesignating the hedges. The Company is currently evaluating the provisions of this Update. Interim Reporting The FASB issued ASU 2025-11 "Interim Reporting (Topic 270): Narrow-Scope Improvements" in December 2025. The amendments in this Update are intended to clarify interim disclosure requirements and the applicability of Topic 270. The ASU is effective for interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted and amendments may be applied prospectively or retrospectively to prior periods presented. The Company does not anticipate a significant impact on the Company's consolidated financial statements. 76 Table of Contents AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS Three Months Ended June 30, 2026 and 2025 Second Quarter 2026 Second Quarter 2025 (Dollars in thousands) Average Balance Interest Income/Expense Avg. Rates Earned/Paid Average Balance Interest Income/Expense Avg. Rates Earned/Paid ASSETS: Loans: Business(A) $ 6,864,328 $ 92,264 5.39 % $ 6,247,252 $ 89,052 5.72 % Real estate — construction and land 1,545,640 24,665 6.40 1,430,758 26,377 7.39 Real estate — business 4,062,672 57,782 5.70 3,692,405 54,453 5.92 Real estate — personal 4,386,681 52,343 4.79 3,048,895 32,697 4.30 Consumer 2,472,965 37,758 6.12 2,148,666 34,442 6.43 Revolving home equity 630,034 11,424 7.27 362,312 6,691 7.41 Consumer credit card 544,688 17,081 12.58 559,858 18,402 13.18 Overdrafts 7,291 — — 5,663 — — Total loans 20,514,299 293,317 5.73 17,495,809 262,114 6.01 Loans held for sale 1,462 23 6.31 1,741 40 9.22 Investment securities: U.S. government and federal agency obligations 3,365,011 39,898 4.76 2,623,896 28,011 4.28 Government-sponsored enterprise obligations 54,593 324 2.38 55,038 326 2.38 State and municipal obligations(A) 695,988 3,598 2.07 780,063 3,978 2.05 Mortgage-backed securities 4,015,292 21,046 2.10 4,641,295 24,097 2.08 Asset-backed securities 1,056,932 9,946 3.77 1,585,364 14,736 3.73 Other debt securities 171,284 1,351 3.16 237,385 1,741 2.94 Trading debt securities(A) 53,144 579 4.37 51,131 590 4.63 Equity securities(A) 92,386 754 3.27 54,472 850 6.26 Other securities(A) 247,335 5,723 9.28 216,560 6,280 11.63 Total investment securities 9,751,965 83,219 3.42 10,245,204 80,609 3.16 Federal funds sold 733 6 3.28 158 2 5.08 Securities purchased under agreements to resell 934,617 9,392 4.03 850,000 8,516 4.02 Interest earning deposits with banks 2,575,956 23,764 3.70 2,036,803 22,636 4.46 Total interest earning assets 33,779,032 409,721 4.87 30,629,715 373,917 4.90 Allowance for credit losses on loans (198,032) (166,391) Unrealized gain (loss) on debt securities (693,080) (838,028) Cash and due from banks 402,618 362,816 Premises and equipment, net 544,512 500,532 Other assets 1,039,756 808,415 Total assets $ 34,874,806 $ 31,297,059 LIABILITIES AND EQUITY: Interest bearing deposits: Savings $ 1,330,292 193 .06 $ 1,303,391 168 .05 Interest checking and money market 15,770,092 57,003 1.45 13,901,634 51,667 1.49 Certificates of deposit of less than $100,000 1,026,185 7,865 3.07 984,845 8,445 3.44 Certificates of deposit of $100,000 and over 1,399,523 11,402 3.27 1,371,428 12,914 3.78 Total interest bearing deposits 19,526,092 76,463 1.57 17,561,298 73,194 1.67 Borrowings: Federal funds purchased $ 250,160 $ 2,290 3.67 129,891 $ 1,416 4.37 Securities sold under agreements to repurchase 2,299,180 13,490 2.35 2,371,031 16,853 2.85 Other borrowings 1,362 3 .88 2,748 26 3.79 Total borrowings 2,550,702 15,783 2.48 2,503,670 18,295 2.93 Total interest bearing liabilities 22,076,794 92,246 1.68 % 20,064,968 91,489 1.83 % Non-interest bearing deposits 8,034,747 7,356,882 Other liabilities 403,831 360,204 Equity 4,359,434 3,515,005 Total liabilities and equity $ 34,874,806 $ 31,297,059 Net interest margin (FTE) $ 317,475 $ 282,428 Net yield on interest earning assets 3.77 % 3.70 % (A) Stated on a fully taxable-equivalent basis using a federal income tax rate of 21%. 77 Table of Contents AVERAGE BALANCE SHEETS — AVERAGE RATES AND YIELDS Six Months Ended June 30, 2026 and 2025 Six Months 2026 Six Months 2025 (Dollars in thousands) Average Balance Interest Income/Expense Avg. Rates Earned/Paid Average Balance Interest Income/Expense Avg. Rates Earned/Paid ASSETS: Loans: Business(A) $ 6,776,219 $ 181,389 5.40 % $ 6,177,108 $ 175,616 5.73 % Real estate — construction and land 1,568,855 50,553 6.50 1,423,096 51,863 7.35 Real estate — business 4,054,218 115,153 5.73 3,680,187 107,656 5.90 Real estate — personal 4,401,822 104,882 4.80 3,047,394 64,842 4.29 Consumer 2,447,395 74,805 6.16 2,115,696 67,908 6.47 Revolving home equity 620,620 22,405 7.28 360,508 13,116 7.34 Consumer credit card 550,162 34,394 12.61 560,194 37,049 13.34 Overdrafts 7,218 — — 5,761 — — Total loans 20,426,509 583,581 5.76 17,369,944 518,050 6.01 Loans held for sale 1,909 52 5.49 1,663 63 7.64 Investment securities: U.S. government and federal agency obligations 3,278,385 68,252 4.20 2,605,522 54,074 4.19 Government-sponsored enterprise obligations 54,696 648 2.39 55,183 654 2.39 State and municipal obligations(A) 702,623 7,273 2.09 792,146 8,050 2.05 Mortgage-backed securities 4,112,639 43,056 2.11 4,714,293 48,712 2.08 Asset-backed securities 1,128,661 21,203 3.79 1,620,338 28,851 3.59 Other debt securities 173,965 2,730 3.16 247,703 3,456 2.81 Trading debt securities(A) 75,349 1,337 3.58 44,750 1,059 4.77 Equity securities(A) 71,498 1,560 4.40 55,743 1,978 7.16 Other securities(A) 248,979 9,931 8.04 224,964 10,799 9.68 Total investment securities 9,846,795 155,990 3.19 10,360,642 157,633 3.07 Federal funds sold 797 13 3.29 1,118 31 5.59 Securities purchased under agreements to resell 892,542 17,847 4.03 819,613 15,934 3.92 Interest earning deposits with banks 2,785,484 51,109 3.70 2,211,682 48,885 4.46 Total interest earning assets 33,954,036 808,592 4.80 30,764,662 740,596 4.85 Allowance for credit losses on loans (199,890) (164,300) Unrealized gain (loss) on debt securities (662,101) (886,273) Cash and due from banks 417,251 377,047 Premises and equipment, net 544,984 498,804 Other assets 1,068,235 809,106 Total assets $ 35,122,515 $ 31,399,046 LIABILITIES AND EQUITY: Interest bearing deposits: Savings $ 1,316,109 407 .06 $ 1,298,808 335 .05 Interest checking and money market 15,894,019 115,346 1.46 13,904,216 103,903 1.51 Certificates of deposit of less than $100,000 1,030,633 15,948 3.12 988,316 17,377 3.55 Certificates of deposit of $100,000 and over 1,432,164 23,500 3.31 1,367,563 26,233 3.87 Total interest bearing deposits 19,672,925 155,201 1.59 17,558,903 147,848 1.70 Borrowings: Federal funds purchased $ 196,323 $ 3,570 3.67 $ 129,120 2,800 4.37 Securities sold under agreements to repurchase 2,485,795 29,270 2.37 2,546,156 36,077 2.86 Other borrowings 45,832 872 3.84 1,688 27 3.23 Total borrowings 2,727,950 33,712 2.49 2,676,964 38,904 2.93 Total interest bearing liabilities 22,400,875 188,913 1.70 % 20,235,867 186,752 1.86 % Non-interest bearing deposits 7,955,060 7,327,945 Other liabilities 413,859 390,618 Equity 4,352,721 3,444,616 Total liabilities and equity $ 35,122,515 $ 31,399,046 Net interest margin (FTE) $ 619,679 $ 553,844 Net yield on interest earning assets 3.68 % 3.63 % (A) Stated on a fully taxable-equivalent basis using a federal income tax rate of 21%. 78 Table of Contents
Interest rate risk management focuses on maintaining consistent growth in net interest income within Board-approved policy limits. The Company primarily uses earnings simulation models to analyze net interest income sensitivity to movement in interest rates. The Company performs…
Interest rate risk management focuses on maintaining consistent growth in net interest income within Board-approved policy limits. The Company primarily uses earnings simulation models to analyze net interest income sensitivity to movement in interest rates. The Company performs monthly simulations that model interest rate movements and risk in accordance with changes to its balance sheet composition. For further discussion of the Company’s market risk, see the Interest Rate Sensitivity section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2025 Annual Report on Form 10-K. The table below shows the effects of gradual shifts in interest rates over a twelve month period on the Company’s net interest income versus the Company's net interest income in a flat rate scenario. The simulation presents three rising rate scenarios and three falling rate scenarios, and in these scenarios, rates are assumed to change evenly over 12 months, while the balance sheet remains flat. The Company utilizes this simulation both for monitoring interest rate risk and for liquidity planning purposes. While the future effects of rising and falling rates on deposit balances cannot be known, the Company maintains a practice of running multiple rate scenarios, when relevant, to better understand interest rate risk and its effect on the Company’s performance. June 30, 2026 March 31, 2026 (Dollars in millions) $ Change inNet InterestIncome % Change inNet InterestIncome $ Change inNet InterestIncome % Change inNet InterestIncome 300 basis points rising $ 29.6 2.43 % $ 46.5 3.80 % 200 basis points rising 16.6 1.36 32.2 2.63 100 basis points rising 5.3 .43 17.4 1.42 100 basis points falling $ (15.7) (1.29) % $ (20.1) (1.64) % 200 basis points falling (15.3) (1.25) (30.0) (2.45) 300 basis points falling (15.0) (1.23) (38.6) (3.16) Under the simulation, in the three rising rate scenarios and three falling rate scenarios, interest rate risk is less asset sensitive when compared to the scenarios in the previous quarter. This change was primarily due to a decrease in average interest earning cash balances at the Federal Reserve, an increase in resell agreements with embedded floors, restructuring of the investment securities portfolio, and changes in the deposit balance mix. The comparison above provides insight into potential effects of changes in rates on net interest income. The Company believes that its approach to interest rate risk has appropriately considered its susceptibility to both rising and falling rates and has adopted strategies which minimize the impact of interest rate risk. 79 Table of Contents
Read original filing text →The information required by this item is set forth in Part I, Item 1 under Note 18, Legal and Regulatory Proceedings.
The information required by this item is set forth in Part I, Item 1 under Note 18, Legal and Regulatory Proceedings.
Read original filing text →The section titled Risk Factors in Part I, Item 1A of the Company’s 2025 Annual Report on Form 10-K included a discussion of the many risks and uncertainties that the Company faces, any one or more of which could have a material adverse effect on its business, results of operati…
The section titled Risk Factors in Part I, Item 1A of the Company’s 2025 Annual Report on Form 10-K included a discussion of the many risks and uncertainties that the Company faces, any one or more of which could have a material adverse effect on its business, results of operations, financial condition (including capital and liquidity), prospects, or the value of or return on an investment in the Company. There are no material changes to the risk factors as previously described under Item 1A of the Company’s 2025 Annual Report on Form 10-K.
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