[10-Q] Atlantic Union Bankshares Corporation Quarterly Earnings Report

Rhea-AI Filing Summary

Atlantic Union Bankshares (NYSE: AUB) Q2-25 10-Q highlights

• Sandy Spring Bancorp deal closed 1 Apr 25, adding 41.0 MM new shares, US$13.0 B in assets and pushing total assets/deposits to $37.3 B / $31.0 B (both +≈52% vs 12-31-24).
• Scale drove strong top-line growth: YTD net interest income rose 52% YoY to $505.5 M and Q2 NII reached $321.4 M (+74% YoY).
• Higher funding costs and acquired CECL marks lifted the provision for credit losses to $105.7 M in Q2 (vs $21.8 M) and $123.3 M YTD (+311%).
• Merger-related expenses were heavy: $78.9 M in Q2, $83.8 M YTD, driving total non-interest expense up 63% YTD to $413.9 M.
• Net income fell 7% YTD to $69.6 M and diluted EPS dropped 34% to $0.55; Q2 EPS was $0.12 (-52%). Common dividends tallied $0.68/shr YTD.
• Capital: tangible equity strengthened to $4.83 B (+54% from YE) while common shares outstanding rose to 141.7 MM after acquisition and 11.3 MM forward sale share settlement.

Take-away: AUB more than doubled its franchise footprint but near-term profitability is pressured by integration costs, higher credit provisioning and rising deposit costs. Successful synergy capture and credit performance will determine earnings rebound over the next few quarters.

Insights

Bank Equity Analyst

TL;DR – Bigger balance sheet, but merger costs & credit build cut EPS.

The Sandy Spring acquisition vaulted AUB into a $37 B Virginia/Mid-Atlantic franchise with 31 B of deposits and 27 B of loans. Top-line revenue momentum is clear: Q2 net interest income +74% YoY and non-interest income tripled on wealth & one-offs. However, deposit repricing kept interest expense growing fast, squeezing spread benefits. Management front-loaded reserve builds (provision 0.78% of average loans) and booked nearly $79 M of integration charges, resulting in a 0.2% ROA for the quarter. Tangible book expanded through large equity issuance, so CET1 dilution is limited, but investors will focus on achieving the promised cost synergies and managing newly acquired CRE exposure. Near-term rating: neutral with execution risk.

M&A Specialist

TL;DR – Deal materially accretive to scale; cost drag temporary.

The $1.28 B equity issuance for Sandy Spring (all-stock) and the earlier $0.38 B forward sale funded a transformative, but capital-friendly, transaction. Pro forma, loans/deposits increased ~50% without stressing leverage; goodwill rose $497 M to $1.71 B (14% of equity, manageable). One-time merger costs suppressed earnings as expected; management guided to full run-rate cost saves (≈30% of Sandy Spring’s expense base) within 12 months, implying mid-teens EPS accretion once realized. Integration complexity is high—systems conversion, branch overlap and culture—but prior American National deal shows serial-acquirer competency. Impact rating: +1 when synergies realized; currently neutral.

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Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended June 30, 2025
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OR
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☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Commission File Number: 001-39325

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

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Virginia	54-1598552
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

​

4300 Cox Road

Glen Allen, Virginia 23060

(Address of principal executive offices) (Zip Code)

(804) 633-5031

(Registrant’s telephone number, including area code)

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

​	​	​	​	​
​	​	​	​	​
Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $1.33 per share	​	AUB	​	The New York Stock Exchange
Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A	​	AUB.PRA	​	The New York Stock Exchange

​

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

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

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

​	​	​	​
Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	​	​
​	​	Smaller reporting company	☐
​	​	Emerging growth company	☐

​

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

​	​
​	Yes ☐ No ☒

​

The number of shares of common stock outstanding as of July 29, 2025 was 142,511,041.

​

​

​

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION

FORM 10-Q

INDEX

​	​	​	​	​
ITEM		​		PAGE
​	​	​	​	​
​	​	PART I - FINANCIAL INFORMATION	​	​
​	​	​	​	​
Item 1.	​	Financial Statements	​	​
​	​	​	​	​
​	​	Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 (audited)	​	2
​	​	​	​	​
​	​	Consolidated Statements of Income (unaudited) for the three and six months ended June 30, 2025 and 2024	​	3
​	​	​	​	​
​	​	Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and six months ended June 30, 2025 and 2024	​	4
​	​	​	​	​
​	​	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the six months ended June 30, 2025 and 2024	​	5
​	​	​	​	​
​	​	Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2025 and 2024	​	6
​	​	​	​	​
​	​	Notes to Consolidated Financial Statements (unaudited)	​	8
​	​	​	​	​
​	​	Report of Independent Registered Public Accounting Firm	​	54
​	​	​	​	​
Item 2.	​	Management’s Discussion and Analysis of Financial Condition and Results of Operations	​	55
​	​	​	​	​
Item 3.	​	Quantitative and Qualitative Disclosures About Market Risk	​	89
​	​	​	​	​
Item 4.	​	Controls and Procedures	​	92
​	​	​	​	​
​	​	PART II - OTHER INFORMATION	​	​
​	​	​	​	​
Item 1.	​	Legal Proceedings	​	92
​	​	​	​	​
Item 1A.	​	Risk Factors	​	93
​	​	​	​	​
Item 2.	​	Unregistered Sales of Equity Securities and Use of Proceeds	​	93
​	​	​	​	​
Item 5.	​	Other Information	​	93
​	​	​	​	​
Item 6.	​	Exhibits	​	94
​	​	​	​	​
​	​	Signatures	​	96

​

​

​

Table of Contents

Glossary of Acronyms and Defined Terms

In this Quarterly Report on Form 10-Q, except as otherwise indicated or the context suggests otherwise, references to the “Company” refers to Atlantic Union Bankshares Corporation, a Virginia corporation, and the terms “we”, “us” and “our” refer to the Company and its direct and indirect subsidiaries, including Atlantic Union Bank, which we refer to as the “Bank.” The “Federal Reserve” refers to the Board of Governors of the Federal Reserve System, our primary federal regulator.

​
“Our common stock” refers to the Company’s common stock, par value $1.33 per share, and the term “depositary shares” means the Company’s depositary shares, each representing a 1/400th ownership interest in a share of the Company’s Series A preferred stock, with a liquidation preference of $10,000 per share of Series A preferred stock (equivalent to $25 per depositary share). “Series A preferred stock” refers to the Company’s 6.875% Perpetual Non-Cumulative Preferred Stock, Series A, par value $10.00 per share.

​
“Sandy Spring” refers to Sandy Spring Bancorp, Inc., which we acquired on April 1, 2025, pursuant to the Agreement and Plan of Merger dated October 21, 2024, by and between the Company and Sandy Spring, which we refer to as the “Sandy Spring merger agreement.”

​
“American National” refers to American National Bankshares Inc., which we acquired on April 1, 2024,

pursuant to the Agreement and Plan of Merger dated July 24, 2023, by and between the Company and American National, which we refer to as the “American National merger agreement.”

​

The “Forward Sale Agreements” refers to the forward sale agreements between the Company and Morgan Stanley & Co. LLC, as forward purchaser (the “Forward Purchaser”), each dated as of October 21, 2024, in connection with which the Forward Purchaser or its affiliate borrowed from third parties an aggregate of 11,338,028 shares of our common stock for sale in a registered public offering.

​

​ ​	​	​
ACL	–	Allowance for credit losses
AFS	–	Available for sale
ALLL	–	Allowance for loan and lease losses, a component of the ACL
AOCI	–	Accumulated other comprehensive income (loss)
ASC	–	Accounting Standards Codification
ASU	–	Accounting Standards Update
BOLI	–	Bank owned life insurance
bps	–	Basis points
CECL	–	Current expected credit losses
CFPB	–	Consumer Financial Protection Bureau
CRE	–	Commercial real estate
CSP	–	Cary Street Partners LLC
EPS	–	Earnings per common share
FASB	–	Financial Accounting Standards Board
FDIC	–	Federal Deposit Insurance Corporation
FRB	–	Federal Reserve Bank of Richmond
FHLB	–	Federal Home Loan Bank of Atlanta
FOMC	–	Federal Open Market Committee
FTE	–	Fully taxable equivalent
GAAP	–	Accounting principles generally accepted in the United States
HTM	–	Held to maturity
LHFI	–	Loans held for investment
LHFS	–	Loans held for sale
MBS	–	Mortgage-Backed Securities
NPA	–	Nonperforming assets
NYSE	–	New York Stock Exchange
PCD	–	Purchased credit deteriorated
SEC	–	U.S. Securities and Exchange Commission
SOFR	–	Secured Overnight Financing Rate
TLM	–	Troubled loan modification

​

​

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2025 AND DECEMBER 31, 2024

(Dollars in thousands, except share data)

​	​	​	​	​	​
​	June 30,		​	December 31,
​	2025			2024
ASSETS	​	(unaudited)	​	​	(audited)
Cash and cash equivalents:	​	​	​	​	​
Cash and due from banks	$	337,974	​	$	196,435
Interest-bearing deposits in other banks	​	1,246,294	​	​	153,695
Federal funds sold	​	4,380	​	​	3,944
Total cash and cash equivalents	​	1,588,648	​	​	354,074
Securities available for sale, at fair value	​	3,809,281	​	​	2,442,166
Securities held to maturity, at carrying value	​	827,135	​	​	803,851
Restricted stock, at cost	​	140,606	​	​	102,954
Loans held for sale	​	32,987	​	​	9,420
Loans held for investment, net of deferred fees and costs	​	27,328,333	​	​	18,470,621
Less: allowance for loan and lease losses	​	315,574	​	​	178,644
Total loans held for investment, net	​	27,012,759	​	​	18,291,977
Premises and equipment, net	​	164,828	​	​	112,704
Goodwill	​	1,710,912	​	​	1,214,053
Amortizable intangibles, net	​	351,381	​	​	84,563
Bank owned life insurance	​	665,477	​	​	493,396
Other assets	​	985,357	​	​	676,165
Total assets	$	37,289,371	​	$	24,585,323
LIABILITIES	​	​	​	​	​
Noninterest-bearing demand deposits	$	7,039,121	​	$	4,277,048
Interest-bearing deposits	​	23,933,054	​	​	16,120,571
Total deposits	​	30,972,175	​	​	20,397,619
Securities sold under agreements to repurchase	​	127,351	​	​	56,275
Other short-term borrowings	​	—	​	​	60,000
Long-term borrowings	​	765,416	​	​	418,303
Other liabilities	​	591,790	​	​	510,247
Total liabilities	​	32,456,732	​	​	21,442,444
Commitments and contingencies (Note 8)	​	​	​	​	​
STOCKHOLDERS' EQUITY	​	​	​	​	​
Preferred stock, $10.00 par value	​	173	​	​	173
Common stock, $1.33 par value	​	188,454	​	​	118,519
Additional paid-in capital	​	3,876,831	​	​	2,280,547
Retained earnings	​	1,087,967	​	​	1,103,326
Accumulated other comprehensive loss	​	(320,786)	​	​	(359,686)
Total stockholders' equity	​	4,832,639	​	​	3,142,879
Total liabilities and stockholders' equity	$	37,289,371	​	$	24,585,323
​	​	​	​	​	​
Common shares outstanding	​	141,694,720	​	​	89,770,231
Common shares authorized	​	200,000,000	​	​	200,000,000
Preferred shares outstanding	​	17,250	​	​	17,250
Preferred shares authorized	​	500,000	​	​	500,000

​

See accompanying notes to consolidated financial statements.

​

-2-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Dollars in thousands, except share and per share data)

​	​	​	​	​	​	​	​	​	​	​	​
​	Three Months Ended					​	Six Months Ended
​	June 30,		​	June 30,		​	June 30,		​	June 30,
​	2025			2024			2025		​	2024
Interest and dividend income:	​	​	​	​	​	​	​	​	​	​	​
Interest and fees on loans	$	458,766	​	$	285,198	​	$	730,281	​	$	519,796
Interest on deposits in other banks	​	4,991	​	​	2,637	​	​	7,504	​	​	3,918
Interest and dividends on securities:	​	​	​	​	​	​	​	​	​	​	​
Taxable	​	38,260	​	​	24,886	​	​	61,908	​	​	43,765
Nontaxable	​	8,355	​	​	8,167	​	​	16,515	​	​	16,323
Total interest and dividend income	​	510,372	​	​	320,888	​	​	816,208	​	​	583,802
Interest expense:	​	​	​	​	​	​	​	​	​	​	​
Interest on deposits	​	171,343	​	​	122,504	​	​	286,929	​	​	224,368
Interest on short-term borrowings	​	4,147	​	​	8,190	​	​	5,056	​	​	16,351
Interest on long-term borrowings	​	13,511	​	​	5,660	​	​	18,687	​	​	10,725
Total interest expense	​	189,001	​	​	136,354	​	​	310,672	​	​	251,444
Net interest income	​	321,371	​	​	184,534	​	​	505,536	​	​	332,358
Provision for credit losses	​	105,707	​	​	21,751	​	​	123,345	​	​	29,989
Net interest income after provision for credit losses	​	215,664	​	​	162,783	​	​	382,191	​	​	302,369
Noninterest income:	​	​	​	​	​	​	​	​	​	​	​
Service charges on deposit accounts	​	12,220	​	​	9,086	​	​	21,905	​	​	17,655
Other service charges, commissions and fees	​	2,245	​	​	1,967	​	​	4,007	​	​	3,698
Interchange fees	​	3,779	​	​	3,126	​	​	6,727	​	​	5,420
Fiduciary and asset management fees	​	17,723	​	​	6,907	​	​	24,420	​	​	11,745
Mortgage banking income	​	2,821	​	​	1,193	​	​	3,794	​	​	2,060
Gain (loss) on sale of securities	​	16	​	​	(6,516)	​	​	(87)	​	​	(6,513)
Bank owned life insurance income	​	7,327	​	​	3,791	​	​	10,864	​	​	7,037
Loan-related interest rate swap fees	​	1,733	​	​	1,634	​	​	4,133	​	​	2,850
Other operating income	​	33,658	​	​	2,624	​	​	34,922	​	​	5,413
Total noninterest income	​	81,522	​	​	23,812	​	​	110,685	​	​	49,365
Noninterest expenses:	​	​	​	​	​	​	​	​	​	​	​
Salaries and benefits	​	109,942	​	​	68,531	​	​	185,357	​	​	130,413
Occupancy expenses	​	12,782	​	​	7,836	​	​	21,362	​	​	14,462
Furniture and equipment expenses	​	6,344	​	​	3,805	​	​	10,258	​	​	7,114
Technology and data processing	​	17,248	​	​	10,274	​	​	27,435	​	​	18,401
Professional services	​	7,808	​	​	4,377	​	​	12,494	​	​	7,458
Marketing and advertising expense	​	3,757	​	​	2,983	​	​	6,941	​	​	5,301
FDIC assessment premiums and other insurance	​	8,642	​	​	4,675	​	​	13,844	​	​	9,818
Franchise and other taxes	​	4,688	​	​	5,013	​	​	9,331	​	​	9,514
Loan-related expenses	​	1,278	​	​	1,275	​	​	2,527	​	​	2,598
Amortization of intangible assets	​	18,433	​	​	5,995	​	​	23,832	​	​	7,889
Merger-related costs	​	78,900	​	​	29,778	​	​	83,840	​	​	31,652
Other expenses	​	9,876	​	​	5,463	​	​	16,661	​	​	10,659
Total noninterest expenses	​	279,698	​	​	150,005	​	​	413,882	​	​	255,279
Income before income taxes	​	17,488	​	​	36,590	​	​	78,994	​	​	96,455
Income tax (benefit) expense	​	(2,303)	​	​	11,429	​	​	9,384	​	​	21,525
Net Income	$	19,791	​	$	25,161	​	$	69,610	​	$	74,930
Dividends on preferred stock	​	2,967	​	​	2,967	​	​	5,934	​	​	5,934
Net income available to common shareholders	$	16,824	​	$	22,194	​	$	63,676	​	$	68,996
​	​	​	​	​	​	​	​	​	​	​	​
Basic earnings per common share	$	0.12	​	$	0.25	​	$	0.55	​	$	0.84
Diluted earnings per common share	$	0.12	​	$	0.25	​	$	0.55	​	$	0.84
Dividends declared per common share	$	0.34	​	$	0.32	​	$	0.68	​	$	0.64
Basic weighted average number of common shares outstanding	​	141,680,472	​	​	89,768,466	​	​	115,596,296	​	​	82,482,790
Diluted weighted average number of common shares outstanding	​	141,738,325	​	​	89,768,466	​	​	116,056,670	​	​	82,482,921

​

See accompanying notes to consolidated financial statements.

-3-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Dollars in thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

Six Months Ended

​

​

June 30,

June 30,

​

2025

2024

2025

2024

Net income

​

$

19,791

​

$

25,161

​

$

69,610

​

$

74,930

Other comprehensive income (loss):

​

​

​

​

​

​

​

Cash flow hedges:

​

​

​

​

​

​

​

Change in fair value of cash flow hedges (net of tax, $1,853 and $95 for the three months and $4,940 and $2,820 for the six months ended June 30, 2025 and 2024, respectively)

​

6,202

​

(357)

​

16,538

​

(10,610)

AFS securities:

​

​

​

​

​

​

​

​

Unrealized holding gains (losses) arising during period (net of tax, $2,075 and $3,433 for the three months and $6,780 and $8,883 for the six months ended June 30, 2025 and 2024, respectively)

​

6,946

​

(12,917)

​

22,702

​

(33,417)

Reclassification adjustment for (gains) losses included in net income (net of tax, $4 and $1,368 for the three months and $20 and $1,368 for the six months ended June 30, 2025 and 2024, respectively) (1)

​

(12)

​

5,148

​

67

​

5,145

HTM securities:

​

​

​

​

​

​

​

​

Reclassification adjustment for accretion of unrealized gains on AFS securities transferred to HTM (net of tax) (2)

​

—

​

(3)

​

—

​

(5)

Bank owned life insurance:

​

​

​

​

​

​

​

​

​

Unrealized holding losses arising during the period

​

​

—

​

​

—

​

​

(10)

​

​

(16)

Reclassification adjustment for gains included in net income (3)

​

(207)

​

(160)

​

(397)

​

(335)

Other comprehensive income (loss):

​

12,929

​

(8,289)

​

38,900

​

(39,238)

Comprehensive income

​

$

32,720

​

$

16,872

​

$

108,510

​

$

35,692

⁽¹⁾ The gross amounts reclassified into earnings are reported as "Other operating income" on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

​

⁽²⁾ The gross amounts reclassified into earnings are reported within interest income on the Company’s Consolidated Statements of Income with the corresponding income tax effect being reflected as a component of income tax expense.

​

⁽³⁾ Reclassifications in earnings are reported in "Salaries and benefits" expense on the Company’s Consolidated Statements of Income.

​

See accompanying notes to consolidated financial statements.

​

-4-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Dollars in thousands, except share and per share amounts)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accumulated

​

​

​

​

​

​

​

​

​

​

Additional

​

​

​

​

Other

​

​

​

​

​

Common

​

Preferred

​

Paid-In

​

Retained

​

Comprehensive

​

​

​

​

​

Stock

​

Stock

​

Capital

​

Earnings

​

Income (Loss)

​

Total

Balance - December 31, 2024

​

$

118,519

​

$

173

​

$

2,280,547

​

$

1,103,326

​

$

(359,686)

​

$

3,142,879

Net Income

​

​

​

​

​

​

​

​

​

​

49,818

​

​

​

​

49,818

Other comprehensive income (net of taxes of $6,957)

​

​

​

​

​

​

​

​

​

​

​

​

​

25,971

​

25,971

Dividends on common stock ($0.34 per share)

​

​

​

​

​

​

​

​

​

​

(30,542)

​

​

​

​

(30,542)

Dividends on preferred stock ($171.88 per share)

​

​

​

​

​

​

​

​

​

​

(2,967)

​

​

​

​

(2,967)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (228,311 shares)(1)

​

304

​

​

​

​

​

(3,698)

​

​

​

​

​

​

​

​

(3,394)

Stock-based compensation expense

​

​

​

​

​

​

​

3,451

​

​

​

​

​

​

​

3,451

Balance - March 31, 2025

​

$

118,823

​

$

173

​

$

2,280,300

​

$

1,119,635

​

$

(333,715)

​

$

3,185,216

Net Income

​

​

​

​

​

​

​

​

​

​

19,791

​

​

​

​

19,791

Other comprehensive income (net of taxes of $3,924)

​

​

​

​

​

​

​

​

​

​

​

​

​

12,929

​

12,929

Issuance of common stock in regard to acquisition (41,000,004 shares)

​

​

54,530

​

​

​

​

​

1,220,717

​

​

​

​

​

​

​

​

1,275,247

Dividends on common stock ($0.34 per share)

​

​

​

​

​

​

​

75

​

​

(48,492)

​

​

​

​

(48,417)

Dividends on preferred stock ($171.88 per share)

​

​

​

​

​

​

​

​

​

​

(2,967)

​

​

​

​

(2,967)

Issuance of common stock in regard to forward sale settlement (11,338,028 shares)

​

​

15,080

​

​

​

​

​

369,883

​

​

​

​

​

​

​

​

384,963

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (16,146 shares)(1)

​

21

​

​

​

​

​

(2,252)

​

​

​

​

​

​

​

(2,231)

Stock-based compensation expense

​

​

​

​

​

​

​

​

8,108

​

​

​

​

​

​

​

​

8,108

Balance - June 30, 2025

​

$

188,454

​

$

173

​

$

3,876,831

​

$

1,087,967

​

$

(320,786)

​

$

4,832,639

⁽¹⁾ No stock options were outstanding for the year ended December 31, 2024 or the six months ended June 30, 2025.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accumulated

​

​

​

​

​

​

​

​

​

​

Additional

​

​

​

​

Other

​

​

​

​

​

Common

​

Preferred

​

Paid-In

​

Retained

​

Comprehensive

​

​

​

​

​

Stock

​

Stock

​

Capital

​

Earnings

​

Income (Loss)

​

Total

Balance - December 31, 2023

​

$

99,147

​

$

173

​

$

1,782,286

​

$

1,018,070

​

$

(343,349)

​

$

2,556,327

Net Income

​

​

​

​

​

​

​

​

​

​

49,769

​

​

​

​

49,769

Other comprehensive loss (net of taxes of $8,182)

​

​

​

​

​

​

​

​

​

​

​

​

​

(30,949)

​

(30,949)

Dividends on common stock ($0.32 per share)

​

​

​

​

​

​

​

​

​

​

(24,027)

​

​

​

​

(24,027)

Dividends on preferred stock ($171.88 per share)

​

​

​

​

​

​

​

​

​

​

(2,967)

​

​

​

​

(2,967)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (189,503 shares)

​

252

​

​

​

​

​

(2,458)

​

​

​

​

​

​

​

​

(2,206)

Stock-based compensation expense

​

​

​

​

​

​

​

2,981

​

​

​

​

​

​

​

2,981

Balance - March 31, 2024

​

$

99,399

​

$

173

​

$

1,782,809

​

$

1,040,845

​

$

(374,298)

​

$

2,548,928

Net Income

​

​

​

​

​

​

​

​

​

​

25,161

​

​

​

​

25,161

Other comprehensive loss (net of taxes of $2,161)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(8,289)

​

(8,289)

Issuance of common stock in regard to acquisition (14,349,239 shares)

​

​

19,052

​

​

​

​

​

486,694

​

​

​

​

​

​

​

​

505,746

Dividends on common stock ($0.32 per share)

​

​

​

​

​

​

​

​

​

​

​

(28,726)

​

​

​

​

(28,726)

Dividends on preferred stock ($171.88 per share)

​

​

​

​

​

​

​

​

​

​

​

(2,967)

​

​

​

​

(2,967)

Issuance of common stock under Equity Compensation Plans, stock issuance for services rendered, and vesting of restricted stock, net of shares held for taxes (17,363 shares)

​

​

24

​

​

​

​

​

117

​

​

​

​

​

​

​

141

Stock-based compensation expense

​

​

​

​

​

​

​

​

3,692

​

​

​

​

​

​

​

​

3,692

Balance - June 30, 2024

​

$

118,475

​

$

173

​

$

2,273,312

​

$

1,034,313

​

$

(382,587)

​

$

3,043,686

​

​

See accompanying notes to consolidated financial statements.

-5-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Dollars in thousands)

​	​	​	​	​	​	​
​		2025			2024
Operating activities:		​			​
Net income	​	$	69,610	​	$	74,930
Adjustments to reconcile net income to net cash provided by operating activities:	​			​
Provision for credit losses	​		123,345	​		29,989
Depreciation of premises and equipment	​		7,785	​		6,288
Amortization, net	​		13,695	​		11,613
(Accretion) amortization related to acquisitions, net	​		(34,438)	​		25,913
Losses on securities sales, net	​		87	​		6,513
Gain on CRE loan sale	​	​	(15,720)	​	​	—
Gain on sale of equity interest	​	​	(14,300)	​	​	—
BOLI income	​		(10,864)	​		(7,037)
Loans held for sale:	​	​	​	​	​	​
Originations and purchases	​	​	(184,784)	​	​	(90,967)
Proceeds from sales	​		2,046,402	​		87,389
Changes in operating assets and liabilities:	​		​	​		​
Net decrease (increase) in other assets	​		5,864	​		(11,299)
Net (decrease) increase in other liabilities	​		(40,725)	​		9,319
Net cash provided by operating activities	​		1,965,957	​		142,651
Investing activities:	​		​	​
Securities AFS and restricted stock:	​		​	​	​	​
Purchases	​		(894,303)	​		(504,305)
Proceeds from sales	​		629,911	​		517,517
Proceeds from maturities, calls and paydowns	​		214,160	​		117,669
Securities HTM:	​		​	​	​	​
Purchases	​	​	(36,640)	​	​	—
Proceeds from maturities, calls and paydowns	​		10,956	​		24,854
Net change in other investments	​	​	29,227	​	​	(10,379)
Net increase in LHFI	​		(143,446)	​		(579,753)
Net purchases of premises and equipment	​	​	(486)	​	​	(3,094)
Proceeds from BOLI settlements	​	​	2,376	​	​	301
Proceeds from sales of foreclosed properties and former bank premises	​	​	5,435	​		—
Net cash received in acquisition	​		270,211	​		54,988
Net cash provided by (used in) investing activities	​		87,401	​		(382,202)
Financing activities:	​			​
Net increase (decrease) in:	​		​	​	​	​
Non-interest-bearing deposits	​		(24,946)	​		412,655
Interest-bearing deposits	​		(626,472)	​		185,967
Short-term borrowings	​	​	(261,096)	​	​	(229,084)
Repayments of long-term debt	​	​	(200,000)	​	​	—
Common stock:	​		​	​	​	​
Issuance for stock options exercised	​	​	—	​	​	227
Forward sale common stock issuance	​	​	384,963	​	​	—
Dividends paid	​		(84,968)	​		(58,687)
Vesting of restricted stock, net of shares held for taxes	​	​	(6,265)	​	​	(3,644)
Net cash (used in) provided by financing activities	​		(818,784)	​		307,434
Increase in cash and cash equivalents	​		1,234,574	​	​	67,883
Cash, cash equivalents and restricted cash at beginning of the period	​		354,074	​		378,131
Cash, cash equivalents and restricted cash at end of the period	​	$	1,588,648	​	$	446,014

​

​

-6-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Dollars in thousands)

​	​	​	​	​	​	​
​		2025			2024
Supplemental Disclosure of Cash Flow Information		​			​
Cash payments for:		​			​
Interest	​	$	311,469	​	$	242,863
Income taxes	​		2,719	​		3,278
​	​	​	​	​	​	​
Supplemental schedule of noncash investing and financing activities	​			​
Transfers from bank premises to foreclosed properties	​	​	—	​	​	8,553
Issuance of common stock in exchange for net assets in acquisitions	​		1,275,441	​		505,402
​	​	​	​	​	​	​
Transactions related to acquisitions	​			​
Assets acquired	​		12,988,972	​		2,948,016
Liabilities assumed	​		12,209,862	​		2,724,816

​

See accompanying notes to consolidated financial statements.

​

-7-

Table of Contents

ATLANTIC UNION BANKSHARES CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

​

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

​

The Company

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank (the “Bank”), which provides banking and related financial products and services to consumers and businesses. Except as otherwise indicated or the context suggests otherwise, references to the “Company” refers to Atlantic Union Bankshares Corporation and its subsidiaries.

Basis of Financial Information

The accounting policies and practices of Atlantic Union Bankshares Corporation and subsidiaries conform to accounting principles generally accepted in the United States (“GAAP”) and follow general practices within the banking industry. The consolidated financial statements include the accounts of the Company, which is a financial holding company and a bank holding company that owns all of the outstanding common stock of its banking subsidiary, Atlantic Union Bank, which owns Union Insurance Group, LLC, Atlantic Union Financial Consultants, LLC, and Atlantic Union Equipment Finance, Inc.

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The preparation of the unaudited consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses (“ACL”), the fair value of financial instruments, and the fair values associated with assets acquired and liabilities assumed in a business combination. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other period.

On April 1, 2025, the Company completed its acquisition of Sandy Spring Bancorp, Inc. (“Sandy Spring”). Sandy Spring’s results of operations are included in the Company’s consolidated results since the date of acquisition. On April 1, 2024, the Company completed its acquisition of American National Bankshares Inc. (“American National”). American National’s results of operations are included in the Company’s consolidated results since the date of acquisition.

The unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Certain prior period amounts have been reclassified to conform to current period presentation. None of these reclassifications had a material effect on the Company’s financial statements. See Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2024 Form 10-K for additional information on the Company’s accounting policies. There have not been any significant changes to the Company’s accounting policies from those disclosed in the Company’s 2024 Form 10-K that could have a material effect on the Company’s financial statements, except as discussed below. The accounting policy on acquired loans set forth below should be read in conjunction with the Company’s accounting policies for acquisition accounting and charge-offs contained in Note 1 of the Company’s 2024 Form 10-K under the headings “Acquisition Accounting” and “Nonaccruals, Past Dues and Charge-offs,” respectively, which include additional guidance on the accounting for acquired loans that have experienced a more-than insignificant amount of credit deterioration since origination (“PCD” loans).

​

Acquired Loans

Acquired loans are recorded at their fair value at the acquisition date without carryover of the acquiree’s previously established allowance for loan and lease losses (“ALLL”). The fair value for acquired loans is determined using a discounted cash flow analysis that considers factors including loan type, interest rate type, prepayment speeds, duration and current discount rates. During evaluation upon acquisition, acquired loans are also classified as either PCD or non-PCD. Acquired loans are subject to the Company’s ALLL policy upon acquisition.

​

For loans that have not experienced a more-than an insignificant amount of credit deterioration since origination, the difference between the fair value and unpaid principal balance of the loans at the acquisition date (premium or discount) is amortized or accreted into interest income over the life of the loans in accordance with Accounting Standards Codification (“ASC”) 310-20,

-8-

Table of Contents

Receivables – Nonrefundable Fees and Other Costs. If the acquired performing loan has revolving privileges, it is accounted for using the straight-line method; otherwise, the Company uses the effective interest rate method.

​

The Company records PCD loans at the amount paid and establishes an initial ALLL using the same methodology as other loans held for investment (“LHFI”). The sum of the PCD loan’s purchase price and initial ALLL becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan under ASC 310-20, Receivables – Nonrefundable Fees and Other Costs. If the loan has revolving privileges, the discount/premium is amortized/accreted using the straight-line method; otherwise, the effective interest method is used. Subsequent changes to the ALLL are recorded through provision expense.

​

When determining the initial ALLL on PCD loans, the Company considers charge offs necessary at acquisition to comply with the Company’s charge off policy. For PCD loans that are subject to write-off under the Company’s charge-off policy at acquisition, the initial ALLL on PCD loans is included as part of the loan balance at the time of acquisition and is immediately written off with no impact on net income. See also Note 4 “Loans and Allowance for Loan Losses” within Item 1 of this Quarterly Report for additional detail regarding the ALLL on PCD loans.

​

See also Note 2 “Acquisitions” within Item 1 of this Quarterly Report for additional discussion of the Company’s acquisitions.

​

​

2. ACQUISITIONS

Sandy Spring Bancorp, Inc. Acquisition

On April 1, 2025, the Company completed its previously announced acquisition of Sandy Spring, the holding company for Sandy Spring Bank, headquartered in Olney, Maryland. Under the terms of the Sandy Spring merger agreement, at the effective time of the Sandy Spring acquisition, each outstanding share of Sandy Spring common stock was converted into the right to receive 0.900 shares of the Company’s common stock, with cash paid in lieu of fractional shares, resulting in 41.0 million additional shares issued, or an aggregate transaction value of approximately $1.3 billion, based on the closing price per share of the Company’s common stock as quoted on the New York Stock Exchange (“NYSE”) on March 31, 2025, which was the last trading day prior to the consummation of the acquisition. With the acquisition of Sandy Spring, the Company acquired over 50 branches in Virginia, Maryland, and Washington D.C., enhancing the Company’s presence in Northern Virginia and Maryland.

​

As a result of the Sandy Spring acquisition, the Company recorded preliminary goodwill totaling $496.9 million at April 1, 2025, which reflects expected synergies and economies of scale from the acquisition, allocated between the Company’s Wholesale Banking ($387.6 million) and Consumer Banking ($109.3 million) reporting segments, which is not deductible for tax purposes. While the Company believes the information available on April 1, 2025 provided a reasonable basis for estimating fair value, the Company may obtain additional information and evidence within the one-year measurement period that could result in changes to the estimated fair value amounts and associated goodwill. Valuations subject to change include, but are not limited to: LHFI, identified intangible assets, certain deposits, certain other assets and liabilities, and related deferred and income taxes. Subsequent adjustments, if necessary, will be reflected in future filings.

​

-9-

Table of Contents

The following table provides a preliminary assessment of the consideration transferred and the fair value of the assets acquired and liabilities assumed as of the date of the Sandy Spring acquisition (dollars in thousands).

​

​	​	​	​	​	​	​
Purchase price consideration		​		​	$	1,275,969
​	​	​	​	​	​	​
Fair value of assets acquired:		​		​
Cash and cash equivalents	​	$	270,211	​
Securities available for sale	​		1,266,925	​
Restricted stock	​	​	68,310	​	​	​
Loans held for sale - commercial real estate ("CRE")	​		1,839,968	​
Loans held for sale - Non-CRE	​	​	28,822	​	​	​
Loans held for investment	​	​	8,630,977	​	​	​
Premises and equipment	​		59,402	​
Core deposit intangibles and other intangibles	​		290,650	​
Bank owned life insurance	​	​	170,482	​	​	​
Lease right of use assets	​	​	40,808	​	​	​
Other assets (1)	​		322,417	​
Total assets	​	$	12,988,972	​
​	​	​	​	​	​	​
Fair value of liabilities assumed:	​			​
Deposits	​	$	11,227,442	​
Short-term borrowings	​		272,201	​
Long-term borrowings	​		560,761	​
Lease liabilities	​	​	40,808	​	​	​
Other liabilities	​		108,650	​
Total liabilities	​	$	12,209,862	​
​	​	​	​	​	​	​
Fair value of net assets acquired	​			​	$	779,110
Goodwill	​			​	$	496,859

^​
(1) Other assets include deferred tax assets, accrued interest receivable, accounts receivable, and other intangibles, as well as other miscellaneous assets acquired from Sandy Spring.

-10-

Table of Contents

American National Bankshares Inc. Acquisition

On April 1, 2024, the Company completed its previously announced merger with American National, the holding company for American National Bank and Trust Company, headquartered in Danville, Virginia. Under the terms of the American National merger agreement, at the effective time of the American National merger, each outstanding share of American National common stock was converted into 1.35 shares of the Company’s common stock, resulting in 14.3 million additional shares issued, or aggregate consideration of $505.5 million, based on the closing price per share of the Company’s common stock as quoted on the NYSE on March 28, 2024, which was the last trading day prior to the consummation of the acquisition. With the acquisition of American National, the Company acquired 26 branches, deepening its presence in central and western Virginia, and expanding its franchise into contiguous markets in southern Virginia and in North Carolina.

As a result of the American National acquisition, the Company recorded goodwill totaling $288.8 million, which reflects expected synergies and economies of scale from the acquisition, allocated between the Company’s Wholesale Banking ($210.8 million) and Consumer Banking ($78.0 million) reporting segments, which is not deductible for tax purposes.

The following table provides a summary of the consideration transferred and the fair value of the assets acquired and liabilities assumed as of the date of the American National acquisition, (dollars in thousands):

​	​	​	​	​	​	​
Purchase price consideration		​		​	$	505,473
​	​	​	​	​	​	​
Fair value of assets acquired:		​		​
Cash and cash equivalents	​	$	55,060	​
Securities available for sale	​		507,764	​
Loans held for sale	​		2,611	​
Loans held for investment	​	​	2,151,517	​	​	​
Premises and equipment	​		35,802	​
Core deposit intangibles and other intangibles	​		84,687	​
Bank owned life insurance	​	​	30,627	​	​	​
Other assets	​		78,829	​
Total assets	​	$	2,946,897	​
​	​	​	​	​	​	​
Fair value of liabilities assumed:	​			​
Deposits	​	$	2,583,089	​
Short-term borrowings	​		98,336	​
Long-term borrowings	​		25,890	​
Other liabilities	​		22,951	​
Total liabilities	​	$	2,730,266	​
​	​	​	​	​	​	​
Fair value of net assets acquired	​			​	$	216,631
Goodwill	​			​	$	288,842

​

​

-11-

Table of Contents

The Company assessed the fair value based on the following methods for the significant assets acquired and liabilities assumed:

Cash and cash equivalents: The fair value was determined to approximate the carrying amount based on the short-term nature of these assets.

Securities Available for Sale (“AFS”): The fair value of the investment portfolio was based on pricing obtained by independent pricing services and quoted market prices.

Restricted stock: The carrying value approximates the fair value.

Loans held for sale (“LHFS”): Fair values for the Sandy Spring LHFS CRE and LHFS — non-CRE portfolios were estimated using a discounted cash flow analysis that considered factors including loan type, interest rate type, prepayment speeds, duration, and current discount rates. The American National LHFS portfolio was recorded at fair value based on quotes or bids from third parties.

Loans held for investment: Fair values for LHFI were estimated using a discounted cash flow analysis that considered factors including loan type, interest rate type, prepayment speeds, duration, and current discount rates. The discount rates used for loans were based on current market rates for new originations of comparable loans and factored in adjustments for any expected liquidity events. Expected cash flows were derived using inputs that considered estimated credit losses and prepayments.

Premises and equipment: The fair value of bank premises and equipment held for use was valued by obtaining recent market data for similar property types with adjustments for characteristics of individual properties.

Core deposit intangible (“CDI”) and other intangibles: CDI represents the future economic benefit of acquired customer deposits. The fair value of the CDI asset was estimated based on a discounted cash flow methodology that incorporated expected customer attrition rates, cost of deposit base, net maintenance cost associated with customer deposits, and the cost for alternative funding sources. The discount rates used were based on market rates. Other intangibles include customer relationship intangible assets and non-compete intangible assets. Customer relationship intangible assets represent the value associated with customer relationships related to the wealth management business that was acquired. Non-compete intangible assets represent the value associated with non-compete agreements for former employees in place at the date of the acquisition.

Bank owned life insurance (“BOLI”): The fair value of BOLI is carried at its current cash surrender value, which is a reasonable estimate of fair value.

Lease Right of Use (“ROU”) assets and lease liabilities: The fair value of the lease ROU assets was measured at an amount equal to the lease liability and evaluated for favorable or unfavorable lease terms when compared with market terms on a lease-by-lease basis.

Deposits: The fair value of interest-bearing and non-interest-bearing deposits is the amount payable on demand at the acquisition date. The fair value of time deposits was estimated using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period.

Short-Term Borrowings: Acquired short term borrowings consist of Federal Home Loan Bank of Atlanta (“FHLB”) overnight borrowings and borrowings under repurchase agreements. The carrying amount on short-term borrowings was determined to approximate fair value.

Long-Term Borrowings: The fair value of long-term borrowings, including trust preferred securities and subordinated debt, were estimated using a discounted cash flow approach analysis, factoring in market terms and the structural terms of the borrowings.

​

-12-

Table of Contents

The following table presents for illustrative purposes only certain pro forma information as if the Company had acquired Sandy Spring and American National on January 1, 2024. These results combine the historical results of Sandy Spring and American National in the Company's Consolidated Statements of Income and while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2024. No adjustments have been made to the pro forma results regarding possible revenue enhancements, provision for credit losses, or expense efficiencies. Pro forma adjustments below include the net impact of Sandy Spring’s and American National’s accretion and the elimination of merger-related costs, as disclosed below. The Company expects to achieve further operating cost savings and other business synergies, as a result of the acquisitions, which are not reflected in the pro forma amounts below (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pro forma

​

Pro forma

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

​

2025 (2)

2024 (3)

2025 (2)

2024 (3)

​

​

(unaudited)

​

(unaudited)

​

(unaudited)

​

(unaudited)

Total revenues (1)

$

402,893

$

350,297

$

658,300

$

697,051

Net income available to common shareholders (4)

$

80,173

$

90,663

$

152,657

$

191,671

⁽¹⁾ Includes net interest income and noninterest income.

⁽²⁾ Includes the net impact of Sandy Spring’s accretion adjustments of $21.0 million for the six months ended June 30, 2025. There were no pro forma net accretion adjustments for the three months ended June 30, 2025.

⁽³⁾ Includes the net impact of Sandy Spring’s accretion adjustments of $21.4 million and $42.6 million for the three and six months ended June 30, 2024, respectively, and the net impact of American National’s accretion adjustments of $5.0 million for the six months ended June 30, 2024. There were no pro forma net accretion adjustments for American National for the three months ended June 30, 2024.

⁽⁴⁾ For the periods presented, excludes merger-related costs as noted below.

​

Merger-related costs, net of tax, were $63.3 million and $24.2 million, for the three months ended June 30, 2025 and 2024 and were $68.0 million and $25.8 million for the six months ended June 30, 2025 and 2024, respectively, and are recorded in “Merger-related costs” on the Company’s Consolidated Statements of Income and have been expensed as incurred. For the three and six months ended June 30, 2025, merger-related costs were related to the Sandy Spring acquisition and such costs included employee severance, other employee related costs, professional fees, and facilities related costs. All merger-related costs for the three and six months ended June 30, 2024 were related to the American National acquisition and such costs included employee severance, professional fees, system conversion, and lease and contract termination expenses.

​

The Company’s operating results for the three and six months ended June 30, 2025 and June 30, 2024, include the operating results of the acquired assets and assumed liabilities of Sandy Spring subsequent to the acquisition on April 1, 2025 and American National subsequent to the acquisition on April 1, 2024, respectively. Due to the merging of certain processes and the conversion of Sandy Spring’s systems that is expected to occur during the fourth quarter of 2025 and American National’s system conversion that occurred during the second quarter of 2024, historical reporting for the former Sandy Spring and American National operations is impracticable and thus disclosures of the revenue from the assets acquired and income before income taxes is impracticable for the periods subsequent to acquisition.

​

​

​

​

​

-13-

Table of Contents

3. SECURITIES AND OTHER INVESTMENTS

Available for Sale

​

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of June 30, 2025 are as follows (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortized

​

Gross Unrealized

​

Estimated

​

Cost

Gains

(Losses)

Fair Value

U.S. government and agency securities

​

$

154,536

​

$

712

​

$

(39)

​

$

155,209

Obligations of states and political subdivisions

​

604,663

​

135

​

(137,935)

​

466,863

Corporate and other bonds (1)

​

268,497

​

512

​

(7,774)

​

261,235

Commercial MBS

​

​

​

​

​

​

​

​

​

​

Agency

​

​

344,879

​

1,098

​

(41,908)

​

​

304,069

Non-agency

​

​

96,601

​

173

​

(2,171)

​

​

94,603

Total commercial MBS

​

​

441,480

​

1,271

​

(44,079)

​

​

398,672

Residential MBS

​

​

​

​

​

​

​

​

​

​

​

​

Agency

​

​

2,592,111

​

8,133

​

(191,707)

​

​

2,408,537

Non-agency

​

​

118,913

​

809

​

(2,866)

​

​

116,856

Total residential MBS

​

​

2,711,024

​

8,942

​

(194,573)

​

​

2,525,393

Other securities

​

1,909

​

—

​

—

​

1,909

Total AFS securities

​

$

4,182,109

​

$

11,572

​

$

(384,400)

​

$

3,809,281

⁽¹⁾ Other bonds include asset-backed securities.

The amortized cost, gross unrealized gains and losses, and estimated fair values of AFS securities as of December 31, 2024 are as follows (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortized

​

Gross Unrealized

​

Estimated

​

Cost

Gains

(Losses)

Fair Value

U.S. government and agency securities

​

$

65,650

​

$

390

​

$

(27)

​

$

66,013

Obligations of states and political subdivisions

​

​

597,956

​

84

​

(129,703)

​

468,337

Corporate and other bonds (1)

​

253,526

​

505

​

(9,319)

​

244,712

Commercial MBS

​

​

​

​

​

​

​

​

​

​

Agency

​

​

285,949

​

348

​

(44,678)

​

​

241,619

Non-agency

​

​

61,552

​

4

​

(2,110)

​

​

59,446

Total commercial MBS

​

​

347,501

​

352

​

(46,788)

​

​

301,065

Residential MBS

​

​

​

​

​

​

​

​

​

​

​

​

Agency

​

​

1,478,648

​

1,375

​

(216,754)

​

​

1,263,269

Non-agency

​

​

99,622

​

672

​

(3,384)

​

​

96,910

Total residential MBS

​

​

1,578,270

​

2,047

​

(220,138)

​

​

1,360,179

Other securities

​

1,860

​

—

​

—

​

1,860

Total AFS securities

​

$

2,844,763

​

$

3,378

​

$

(405,975)

​

$

2,442,166

⁽¹⁾ Other bonds include asset-backed securities.

​

-14-

Table of Contents

The following table shows the gross unrealized losses and fair value of the Company’s AFS securities with unrealized losses, which are aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position for the following periods ended (dollars in thousands).

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Less than 12 months

​

More than 12 months

​

Total

​

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

​

​

Value

​

Losses

​

Value(2)

​

Losses

​

Value

​

Losses

June 30, 2025

​

​

​

​

​

​

​

​

​

​

​

​

U.S. government and agency securities

​

$

61,143

​

$

(27)

​

$

969

​

$

(12)

​

$

62,112

​

$

(39)

Obligations of states and political subdivisions

​

​

9,218

​

​

(355)

​

​

434,111

​

​

(137,580)

​

​

443,329

​

​

(137,935)

Corporate and other bonds (1)

​

59,527

​

(173)

​

127,781

​

(7,601)

​

187,308

​

(7,774)

Commercial MBS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Agency

​

​

52,923

​

​

(185)

​

​

159,546

​

​

(41,723)

​

​

212,469

​

​

(41,908)

Non-agency

​

​

34,652

​

​

(193)

​

​

28,613

​

​

(1,978)

​

​

63,265

​

​

(2,171)

Total commercial MBS

​

​

87,575

​

​

(378)

​

​

188,159

​

​

(43,701)

​

​

275,734

​

​

(44,079)

Residential MBS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Agency

​

​

407,085

​

​

(2,143)

​

​

881,959

​

​

(189,564)

​

​

1,289,044

​

​

(191,707)

Non-agency

​

​

21,889

​

​

(444)

​

​

22,089

​

​

(2,422)

​

​

43,978

​

​

(2,866)

Total residential MBS

​

​

428,974

​

​

(2,587)

​

​

904,048

​

​

(191,986)

​

​

1,333,022

​

​

(194,573)

Total AFS securities

​

$

646,437

​

$

(3,520)

​

$

1,655,068

​

$

(380,880)

​

$

2,301,505

​

$

(384,400)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

​

​

​

​

U.S. government and agency securities

​

$

1,935

​

$

(2)

​

$

1,286

​

$

(25)

​

$

3,221

​

$

(27)

Obligations of states and political subdivisions

​

​

6,560

​

​

(322)

​

​

444,056

​

​

(129,381)

​

​

450,616

​

​

(129,703)

Corporate and other bonds (1)

​

8,620

​

(27)

​

145,655

​

(9,292)

​

154,275

​

(9,319)

Commercial MBS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Agency

​

​

31,291

​

​

(359)

​

​

160,880

​

​

(44,319)

​

​

192,171

​

​

(44,678)

Non-agency

​

​

24,864

​

​

(1,188)

​

​

21,110

​

​

(922)

​

​

45,974

​

​

(2,110)

Total commercial MBS

​

​

56,155

​

​

(1,547)

​

​

181,990

​

​

(45,241)

​

​

238,145

​

​

(46,788)

Residential MBS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Agency

​

​

104,477

​

​

(546)

​

​

895,714

​

​

(216,208)

​

​

1,000,191

​

​

(216,754)

Non-agency

​

​

6,067

​

​

(98)

​

​

27,851

​

​

(3,286)

​

​

33,918

​

​

(3,384)

Total residential MBS

​

​

110,544

​

​

(644)

​

​

923,565

​

​

(219,494)

​

​

1,034,109

​

​

(220,138)

Total AFS securities

​

$

183,814

​

$

(2,542)

​

$

1,696,552

​

$

(403,433)

​

$

1,880,366

​

$

(405,975)

⁽¹⁾ Other bonds include asset-backed securities.

⁽²⁾ Comprised of 708 and 726 individual securities as of June 30, 2025 and December 31, 2024, respectively.

​

The Company has evaluated AFS securities in an unrealized loss position for credit related impairment at June 30, 2025 and December 31, 2024 and concluded no impairment existed based on several factors which included: (1) the majority of these securities are of high credit quality, (2) unrealized losses are primarily the result of market volatility and increases in market interest rates, (3) the contractual terms of the investments do not permit the issuer(s) to settle the securities at a price less than the cost basis of each investment, (4) issuers continue to make timely principal and interest payments, and (5) the Company does not intend to sell any of the investments and the accounting standard of “more likely than not” has not been met for the Company to be required to sell any of the investments before recovery of its amortized cost basis.

Additionally, the majority of the Company’s mortgage-backed securities (“MBS”) are issued by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, and the Government National Mortgage Association and do not have credit risk given the implicit and explicit government guarantees associated with these agencies. In addition, the non-agency mortgage-backed and asset-backed securities generally received a 20% simplified supervisory formula approach rating. The Company’s AFS investment portfolio is generally highly-rated or agency backed. At June 30, 2025 and December 31, 2024, all AFS securities were current with no securities past due or on non-accrual, and no ACL was held against the Company’s AFS securities portfolio.

​

​

-15-

Table of Contents

The following table presents the amortized cost and estimated fair value of AFS securities as of the periods ended, by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

December 31, 2024

​

Amortized

Estimated

Amortized

Estimated

​

​

Cost

​

Fair Value

​

Cost

​

Fair Value

Due in one year or less

​

$

103,377

​

$

103,276

​

$

35,954

​

$

35,808

Due after one year through five years

​

276,513

​

276,961

​

215,517

​

215,513

Due after five years through ten years

​

545,554

​

527,647

​

286,487

​

271,443

Due after ten years

​

3,256,665

​

2,901,397

​

2,306,805

​

1,919,402

Total AFS securities

​

$

4,182,109

​

$

3,809,281

​

$

2,844,763

​

$

2,442,166

​

Refer to Note 8 “Commitments and Contingencies” within this Item 1 of this Quarterly Report for information regarding the estimated fair value of AFS securities that were pledged to secure public deposits, repurchase agreements and for other purposes as permitted or required by law as of June 30, 2025 and December 31, 2024.

Accrued interest receivable on AFS securities totaled $14.1 million and $10.1 million at June 30, 2025 and December 31, 2024, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three and six months ended June 30, 2025 and 2024, accrued interest receivable write-offs were not material to the Company’s consolidated financial statements.

Held to Maturity

​

The Company reports held to maturity (“HTM”) securities on the Company’s Consolidated Balance Sheets at carrying value. Carrying value is amortized cost, which includes any unamortized unrealized gains and losses recognized in accumulated other comprehensive income (loss) (“AOCI”) prior to reclassifying the securities from AFS securities to HTM securities. The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of June 30, 2025 are as follows (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Carrying

​

Gross Unrealized

​

Estimated

​

Value

Gains

(Losses)

​

Fair Value

Obligations of states and political subdivisions

​

$

730,121

​

$

580

​

$

(38,181)

​

$

692,520

Corporate and other bonds (1)

​

​

2,978

​

​

—

​

​

(47)

​

​

2,931

Commercial MBS

​

​

​

​

​

​

​

​

​

​

​

Agency

​

​

26,554

​

​

—

​

​

(5,763)

​

​

20,791

Non-agency

​

​

15,178

​

​

114

​

​

(568)

​

​

14,724

Total commercial MBS

​

​

41,732

​

​

114

​

​

(6,331)

​

​

35,515

Residential MBS

​

​

​

​

​

​

​

​

​

​

​

​

Agency

​

​

36,876

​

​

—

​

​

(5,152)

​

​

31,724

Non-agency

​

​

15,428

​

​

—

​

​

(193)

​

​

15,235

Total residential MBS

​

​

52,304

​

​

—

​

​

(5,345)

​

​

46,959

Total HTM securities

​

$

827,135

​

$

694

​

$

(49,904)

​

$

777,925

⁽¹⁾ Other bonds include asset-backed securities.

​

​

-16-

Table of Contents

The carrying value, gross unrealized gains and losses, and estimated fair values of HTM securities as of December 31, 2024 are as follows (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Carrying

​

Gross Unrealized

​

Estimated

​

Value

Gains

(Losses)

Fair Value

Obligations of states and political subdivisions

​

$

697,683

​

$

715

​

$

(31,763)

​

$

666,635

Corporate and other bonds (1)

​

​

3,322

​

​

—

​

​

(82)

​

​

3,240

Commercial MBS

​

​

​

​

​

​

​

​

​

​

​

​

Agency

​

​

26,787

​

​

—

​

​

(6,185)

​

​

20,602

Non-agency

​

​

17,922

​

​

28

​

​

(659)

​

​

17,291

Total commercial MBS

​

​

44,709

​

​

28

​

​

(6,844)

​

​

37,893

Residential MBS

​

​

​

​

​

​

​

​

​

​

​

​

Agency

​

​

37,808

​

​

—

​

​

(6,288)

​

​

31,520

Non-agency

​

​

20,329

​

​

—

​

​

(282)

​

​

20,047

Total residential MBS

​

​

58,137

​

​

—

​

​

(6,570)

​

​

51,567

Total HTM securities

​

$

803,851

​

$

743

​

$

(45,259)

​

$

759,335

⁽¹⁾ Other bonds include asset-backed securities.

​

The following table presents the amortized cost of HTM securities as of the periods ended, by security type and credit rating (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Obligations of states and political

Corporate and other

Mortgage-backed

Total HTM

​

​

subdivisions

​

bonds

​

securities

​

securities

June 30, 2025

​

​

​

​

​

​

​

​

​

​

​

​

Credit Rating:

​

​

​

​

​

​

​

​

​

​

AAA/AA/A

​

$

719,386

​

$

—

​

$

4,311

​

$

723,697

BBB/BB/B

​

​

1,133

​

​

—

​

​

—

​

​

1,133

Not Rated – Agency (1)

​

​

—

​

​

—

​

​

63,430

​

​

63,430

Not Rated – Non-Agency (2)

​

9,602

​

2,978

​

​

26,295

​

​

38,875

Total

​

$

730,121

​

$

2,978

​

$

94,036

​

$

827,135

December 31, 2024

​

​

​

​

​

​

​

​

​

​

​

​

Credit Rating:

​

​

​

​

​

​

​

​

​

​

AAA/AA/A

​

$

686,923

​

$

—

​

$

5,748

​

$

692,671

BBB/BB/B

​

​

1,144

​

​

—

​

​

—

​

​

1,144

Not Rated – Agency (1)

​

​

—

​

​

—

​

​

64,595

​

​

64,595

Not Rated – Non-Agency (2)

​

9,616

​

3,322

​

​

32,503

​

​

45,441

Total

​

$

697,683

​

$

3,322

​

$

102,846

​

$

803,851

⁽¹⁾ Generally considered not to have credit risk given the government guarantees associated with these agencies.

⁽²⁾ Non-agency mortgage-backed and asset-backed securities have limited credit risk, supported by most receiving a 20% simplified supervisory formula approach rating.

​

​

​

​

​

​

​

​

​

​

​

​

-17-

Table of Contents

The following table presents the amortized cost and estimated fair value of HTM securities as of the periods ended by contractual maturity (dollars in thousands). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

December 31, 2024

​

Carrying

Estimated

Carrying

Estimated

​

​

Value

​

Fair Value

​

Value

​

Fair Value

Due in one year or less

​

$

—

​

$

—

​

$

3,369

​

$

3,358

Due after one year through five years

​

18,697

​

19,019

​

18,293

​

18,547

Due after five years through ten years

​

166,642

​

158,677

​

115,243

​

109,358

Due after ten years

​

641,796

​

600,229

​

666,946

​

628,072

Total HTM securities

​

$

827,135

​

$

777,925

​

$

803,851

​

$

759,335

​

Refer to Note 8 “Commitments and Contingencies” within this Item 1 of this Quarterly Report for information regarding the estimated fair value of HTM securities that were pledged to secure public deposits as permitted or required by law as of June 30, 2025 and December 31, 2024.

Accrued interest receivable on HTM securities totaled $8.8 million and $8.4 million at June 30, 2025 and December 31, 2024, respectively, and is included in “Other assets” on the Company’s Consolidated Balance Sheets. For the three and six months ended June 30, 2025 and 2024, accrued interest receivable write-offs were not material to the Company’s consolidated financial statements.

The Company’s HTM investment portfolio primarily consists of highly-rated municipal securities. At June 30, 2025 and December 31, 2024, the Company’s HTM securities were all current, with no securities past due or on non-accrual. The Company’s HTM securities ACL was immaterial at June 30, 2025 and December 31, 2024.
​

Restricted Stock, at cost

The FHLB required the Bank to maintain stock in an amount equal to 4.75% of outstanding borrowings and a specific percentage of the member’s total assets at June 30, 2025 and December 31, 2024. The Federal Reserve Bank of Richmond (“FRB”) requires the Company to maintain stock with a par value equal to 6% of its outstanding capital at June 30, 2025 and December 31, 2024. At June 30, 2025 and December 31, 2024, restricted stock consisted of FRB stock in the amount of $122.3 million and $82.9 million, respectively, and FHLB stock in the amount of $18.3 million and $20.1 million, respectively.

Realized Gains and Losses

The following table presents the gross realized gains and losses on and the proceeds from the sale of securities during the three and six months ended June 30, (dollars in thousands):

​	​	​	​	​	​	​
​		Three Months Ended			Six Months Ended
​	​	2025		​	2025
Realized gains (losses) (1):		​			​
Gross realized gains	​	$	16	​	$	30
Gross realized losses	​		—	​		(117)
Net realized gains (losses)	​	$	16	​	$	(87)
Proceeds from sales of securities	​	$	588,546	​	$	629,911

​

​	​	​	​	​	​	​
​		Three Months Ended			Six Months Ended
​	​	2024		​	2024
Realized gains (losses) (1):		​			​
Gross realized gains	​	$	9	​	$	12
Gross realized losses	​		(6,525)	​		(6,525)
Net realized losses	​	$	(6,516)	​	$	(6,513)
Proceeds from sales of securities	​	$	455,574	​	$	517,517

⁽¹⁾ Includes gains (losses) on sales and calls of securities.

​

​

​

-18-

Table of Contents

4. LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES

Commercial Real Estate Loan Sale

​

On June 26, 2025, the Company completed the sale of performing CRE loans acquired in the Sandy Spring acquisition with an unpaid principal balance of $2.0 billion, which the Company had classified as held for sale as of the April 1, 2025 acquisition date and marked to fair value at $1.8 billion. The CRE loan sale transaction generated a $15.7 million pre-tax gain, net of expenses, during the second quarter of 2025. Under the terms of the loan purchase agreement, the Company sold the loans without recourse with servicing retained. Servicing rights held by the Company are initially measured at fair value and recorded as an asset or liability and subsequently measured using the amortization method. At the time of the sale, the Company did not recognize any servicing asset or liability as the contractual servicing fees were equal to market-based adequate compensation for similar servicing.

​

Loans Held for Investments

​

The following tables exclude LHFS and include loan balances as of June 30, 2025 associated with the Sandy Spring acquisition that closed on April 1, 2025.

​

The Company’s LHFI are stated at their face amount, net of deferred fees and costs and consisted of the following as of the periods ended (dollars in thousands):

​

​	​	​	​	​	​	​	​
​	​	​	June 30, 2025		​	December 31, 2024
Construction and Land Development	​	​	$	2,444,151	​	$	1,731,108
CRE – Owner Occupied	​	​		3,940,371	​		2,370,119
CRE – Non-Owner Occupied	​	​		6,912,692	​		4,935,590
Multifamily Real Estate	​	​		2,083,559	​		1,240,209
Commercial & Industrial	​	​		5,141,691	​		3,864,695
Residential 1-4 Family – Commercial	​	​		1,131,288	​		719,425
Residential 1-4 Family – Consumer	​	​		2,746,046	​		1,293,817
Residential 1-4 Family – Revolving	​	​		1,154,085	​		756,944
Auto	​	​		245,554	​		316,368
Consumer	​	​		119,526	​		104,882
Other Commercial	​	​		1,409,370	​		1,137,464
Total LHFI, net of deferred fees and costs(1)	​	​	​	27,328,333	​	​	18,470,621
Allowance for loan and lease losses	​	​	​	(315,574)	​	​	(178,644)
Total LHFI, net	​	​	$	27,012,759	​	$	18,291,977

⁽¹⁾ Total loans included unamortized premiums and discounts, and unamortized deferred fees and costs totaling $881.8 million and $220.6 million as of June 30, 2025 and December 31, 2024, respectively.

Refer to Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2024 Form 10-K and Note 2 “Acquisitions” within Item 1 of this Quarterly Report for further information about the Sandy Spring acquisition.

​

Accrued interest receivable on LHFI totaled $107.2 million and $73.7 million at June 30, 2025 and December 31, 2024, respectively. Accrued interest receivable write-offs were not material to the Company’s consolidated financial statements for the three and six months ended June 30, 2025 and 2024.

​

-19-

Table of Contents

The following table shows the aging of the Company’s LHFI portfolio by class at June 30, 2025 (dollars in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		​	​		​			Greater than			​	​		​	​	​
​	​	​	​	​	30-59 Days			60-89 Days			90 Days and			​	​		​	​	​
​	​	Current		​	Past Due			Past Due			still Accruing			Nonaccrual			Total Loans		​
Construction and Land Development	​	$	2,369,804	​	$	447		$	189		$	22,807		$	50,904		$	2,444,151	​
CRE – Owner Occupied	​		3,927,968	​		3,933			537			1,817			6,116			3,940,371	​
CRE – Non-Owner Occupied	​		6,880,073	​		1,295			147			2,764			28,413			6,912,692	​
Multifamily Real Estate	​		2,080,833	​		410			727			—			1,589			2,083,559	​
Commercial & Industrial	​		5,087,253	​		4,606			2,278			2,657			44,897			5,141,691	​
Residential 1-4 Family – Commercial	​		1,119,289	​		3,186			552			5,561			2,700			1,131,288	​
Residential 1-4 Family – Consumer	​		2,717,186	​		2,125			4,559			1,487			20,689			2,746,046	​
Residential 1-4 Family – Revolving	​		1,139,915	​		4,270	​		2,094			2,460			5,346			1,154,085	​
Auto	​		240,425	​		3,735	​		718	​		150			526			245,554	​
Consumer	​		118,766	​		274	​		387	​		79	​		20	​		119,526	​
Other Commercial	​	​	1,406,466	​	​	19	​	​	1,440	​	​	30	​	​	1,415	​	​	1,409,370	​
Total LHFI, net of deferred fees and costs	​	$	27,087,978	​	$	24,300	​	$	13,628	​	$	39,812	​	$	162,615	​	$	27,328,333	​
% of total loans	​	​	99.11	%	​	0.09	%	​	0.05	%	​	0.15	%	​	0.60	%	​	100.00	%

​

​

The following table shows the aging of the Company’s LHFI portfolio by class at December 31, 2024 (dollars in thousands):

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​	​		​	​		​	​		Greater than			​	​		​	​
​	​	​	​	​	30-59 Days		​	60-89 Days		​	90 Days and		​	​	​	​	​	​
​	​	Current		​	Past Due		​	Past Due		​	still Accruing		​	Nonaccrual		​	Total Loans
Construction and Land Development	​	$	1,729,637	​	$	38		$	—		$	120		$	1,313		$	1,731,108	​
CRE – Owner Occupied	​		2,362,458	​		2,080			1,074			1,592			2,915			2,370,119	​
CRE – Non-Owner Occupied	​		4,926,168	​		1,381			—			6,874			1,167			4,935,590	​
Multifamily Real Estate	​		1,238,711	​		1,366			—			—			132			1,240,209	​
Commercial & Industrial	​		3,820,564	​		9,405			69			955			33,702			3,864,695	​
Residential 1-4 Family – Commercial	​		715,604	​		697			665			949			1,510			719,425	​
Residential 1-4 Family – Consumer	​		1,266,467	​		5,928			7,390			1,307			12,725			1,293,817	​
Residential 1-4 Family – Revolving	​		747,474	​		1,824	​		2,110			1,710			3,826			756,944	​
Auto	​		311,354	​		3,615	​		456	​		284			659			316,368	​
Consumer	​		103,528	​		804	​		486	​		44	​		20	​		104,882	​
Other Commercial	​	​	1,132,960	​	​	2,167	​	​	2,029	​	​	308	​	​	—	​	​	1,137,464	​
Total LHFI, net of deferred fees and costs	​	$	18,354,925	​	$	29,305	​	$	14,279	​	$	14,143	​	$	57,969	​	$	18,470,621	​
% of total loans	​	​	99.37	%	​	0.16	%	​	0.08	%	​	0.08	%	​	0.31	%	​	100.00	%

​

The following table shows the Company’s amortized cost basis of loans on nonaccrual status with no related ALLL, a component of the ACL as of the periods ended (dollars in thousands):

-20-

Table of Contents

​	​	​	​	​	​	​
​	​	June 30,		​	December 31,
​	​	2025		​	2024
Construction and Land Development	​	$	13,660	​	$	—
Commercial Real Estate - Owner Occupied	​	​	2,526	​	​	—
Commercial Real Estate - Non-Owner Occupied	​	​	26,371	​	​	2,510
Multifamily Real Estate	​	​	1,472	​	​	—
Commercial & Industrial	​	​	1,847	​	​	—
Residential 1-4 Family - Commercial	​	​	627	​	​	—
Other Commercial	​	​	1,317	​	​	—
Total LHFI, net of deferred fees and costs	​	$	47,820	​	$	2,510

​

The increase in the amortized cost basis of loans on nonaccrual status with no related allowance for ALLL was primarily due to PCD loans acquired from Sandy Spring, which were nonperforming at the time of acquisition and were recorded at their amortized cost basis in accordance with ASC 326, Financial Instruments – Credit Losses. There was no interest income recognized on nonaccrual loans during the three and six months ended June 30, 2025 and 2024.

-21-

Table of Contents

Troubled Loan Modifications (“TLMs”)

​

The following tables present the amortized cost basis of loan modifications to borrowers experiencing financial difficulty for the three and six months ended June 30, (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

Six Months Ended

​

​

​

2025

​

​

2025

​

​

Amortized Cost

​

% of Total Class of Financing Receivable

​

Amortized Cost

​

% of Total Class of Financing Receivable

Other-Than-Insignificant Payment Delay

​

​

​

​

​

​

​

​

​

​

​

​

Commercial and Industrial

​

$

7,584

​

0.15

%

​

$

7,584

​

0.15

%

CRE – Non-Owner Occupied

​

​

3,780

​

0.05

%

​

​

3,780

​

0.05

%

Total Other-Than-Insignificant Payment Delay

​

$

11,364

​

​

​

​

$

11,364

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Term Extension

​

​

​

​

​

​

​

​

​

​

CRE – Owner Occupied

​

$

1,244

​

0.03

%

​

$

1,546

​

0.04

%

Residential 1-4 Family – Commercial

​

​

4,586

​

0.41

%

​

$

4,918

​

0.43

%

Residential 1-4 Family – Consumer

​

​

196

​

0.01

%

​

395

​

0.01

%

Total Term Extension

​

$

6,026

​

​

​

​

$

6,859

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Combination - Other-Than-Insignificant Payment Delay and Term Extension

​

​

​

​

​

​

​

​

​

​

​

​

Commercial and Industrial

​

​

—

​

—

%

​

$

478

​

0.01

%

Total Principal Forgiveness

​

$

—

​

​

​

​

$

478

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Combination - Term Extension and Interest Rate Reduction

​

​

​

​

​

​

​

​

​

​

​

​

Residential 1-4 Family - Consumer

​

$

701

​

0.03

%

​

$

1,531

​

0.06

%

Total Combination - Term Extension and Interest Rate Reduction

​

$

701

​

​

​

​

$

1,531

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

​

$

18,091

​

​

​

​

$

20,232

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

Six Months Ended

​

​

​

2024

​

​

2024

​

​

Amortized Cost

​

% of Total Class of Financing Receivable

​

​

Amortized Cost

​

% of Total Class of Financing Receivable

Combination - Other-Than-Insignificant Payment Delay and Term Extension

​

​

​

​

​

​

​

​

​

​

​

​

Commercial and Industrial

​

$

1,153

​

0.03

%

​

$

1,153

​

0.03

%

CRE – Non-Owner Occupied

​

​

22,351

​

0.46

%

​

​

22,351

​

0.46

%

Total Combination - Other-Than-Insignificant Payment Delay and Term Extension

​

$

23,504

​

​

​

​

$

23,504

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Combination - Term Extension and Interest Rate Reduction

​

​

​

​

​

​

​

​

​

​

​

​

Residential 1-4 Family – Consumer

​

$

210

​

0.02

%

​

$

386

​

0.03

%

Total Combination - Term Extension and Interest Rate Reduction

​

$

210

​

​

​

​

$

386

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Combination - Interest Rate Reduction, Term Extension and Other-Than-Insignificant Payment Delay

​

​

​

​

​

​

​

​

​

​

​

​

Commercial and Industrial

​

$

206

​

0.01

%

​

$

206

​

0.01

%

Total Combination - Interest Rate Reduction, Term Extension and Other-Than-Insignificant Payment Delay

​

$

206

​

​

​

​

$

206

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total

​

$

23,920

​

​

​

​

$

24,096

​

​

​

​

​

-22-

Table of Contents

The following table describes the financial effects of TLMs on a weighted average basis for TLMs within that loan type for the three and six months ended June 30,:

​

​	​	​	​	​	​	​	​	​
Three Months Ended
2025
​	​	​	​	​	​	​	​	​
Term Extension
Loan Type			​	Financial Effect
CRE – Owner Occupied			​	Added a weighted-average 0.5 years to the life of loans.
Residential 1-4 Family - Commercial			​	Added a weighted-average 0.8 years to the life of loans.
​	​	​	​	​	​	​	​	​
Six Months Ended
2025
​	​	​	​	​	​	​	​	​
Term Extension
Loan Type			​	Financial Effect
CRE – Owner Occupied			​	Added a weighted-average 0.5 years to the life of loans.
Residential 1-4 Family - Commercial			​	Added a weighted-average 0.8 years to the life of loans.
​			​	​
Combination - Term Extension and Interest Rate Reduction
Loan Type			​	Financial Effect
Residential 1-4 Family - Consumer			​	Added a weighted-average 1.6 years to the life of loans and reduced the weighted average contractual interest rate from 5.0% to 2.1%.

​

​	​	​	​	​	​	​	​	​
Three Months Ended
2024
​	​	​	​	​	​	​	​	​
Combination - Other-Than-Insignificant Payment Delay and Term Extension
Loan Type			​	Financial Effect
Commercial and Industrial			​	Added a weighted-average 1.0 years to the life of loans.
CRE – Non-Owner Occupied			​	Added a weighted-average 1.6 years to the life of loans.
​	​	​	​	​	​	​	​	​
Six Months Ended
2024
​	​	​	​	​	​	​	​	​
Combination - Other-Than-Insignificant Payment Delay and Term Extension
Loan Type			​	Financial Effect
Commercial and Industrial			​	Added a weighted-average 1.0 years to the life of loans.
CRE – Non-Owner Occupied			​	Added a weighted-average 1.6 years to the life of loans.

​

The Company considers a default of a TLM to occur when the borrower is 90 days past due following the modification or a foreclosure and repossession of the applicable collateral occurs. During the three and six months ended June 30, 2025 and 2024, the Company did not have any material loans that went into default that had been modified and designated as TLMs in the twelve-month period prior to the time of default.

​

The Company monitors the performance of TLMs to determine the effectiveness of the modifications. During the three and six months ended June 30, 2025 and 2024, the Company did not have any material loans that had been modified and designated as TLMs that were past due.

​

As of June 30, 2025 and December 31, 2024, there were no material unfunded commitments on loans modified and designated as TLMs.

​

​

-23-

Table of Contents

Allowance for Loan and Lease Losses

​

ALLL on the loan portfolio is a material estimate for the Company. The Company estimates its ALLL on its loan portfolio on a quarterly basis. The Company models the ALLL using two primary segments, Commercial and Consumer. Each loan segment is further disaggregated into classes based on similar risk characteristics. The Company has identified the following classes within each loan segment:

● Commercial: Construction and Land Development, CRE – Owner Occupied, CRE – Non-Owner Occupied, Multifamily Real Estate, Commercial & Industrial, Residential 1-4 Family – Commercial, and Other Commercial

● Consumer: Residential 1-4 Family – Consumer, Residential 1-4 Family – Revolving, Auto, and Consumer

​

The following tables show the ALLL activity by loan segment for the three and six months ended June 30, (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

2025

​

2025

​

​

Commercial

​

Consumer

​

Total

​

Commercial

​

Consumer

​

Total

Balance at beginning of period

​

$

162,908

​

$

30,888

​

$

193,796

​

$

148,887

​

$

29,757

​

$

178,644

Initial allowance on Sandy Spring PCD loans (1)

​

​

21,255

​

7,010

​

​

28,265

​

​

21,255

​

7,010

​

​

28,265

Loans charged-off (1)

​

(1,534)

​

(1,045)

​

(2,579)

​

(3,382)

​

(2,082)

​

(5,464)

Recoveries credited to allowance

​

1,545

​

368

​

1,913

​

1,775

​

745

​

2,520

Initial Provision - Sandy Spring non-PCD loans

​

​

64,740

​

24,798

​

​

89,538

​

​

64,740

​

24,798

​

​

89,538

Provision charged to operations

​

8,489

​

(3,848)

​

4,641

​

24,128

​

(2,057)

​

22,071

Balance at end of period

​

$

257,403

​

$

58,171

​

$

315,574

​

$

257,403

​

$

58,171

​

$

315,574

⁽¹⁾ In accordance with GAAP, amounts exclude $34.5 million charged-off at acquisition related to certain PCD loans that met the Company’s charge-off policy at the time of acquisition.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

2024

​

2024

​

​

Commercial

​

Consumer

​

Total

​

Commercial

​

Consumer

​

Total

Balance at beginning of period

​

$

110,528

​

$

25,662

​

$

136,190

​

$

105,896

​

$

26,286

​

$

132,182

Initial allowance on American National PCD loans

​

​

2,609

​

​

1,287

​

​

3,896

​

​

2,609

​

​

1,287

​

​

3,896

Loans charged-off

​

(2,094)

​

(994)

​

(3,088)

​

(7,033)

​

(1,949)

​

(8,982)

Recoveries credited to allowance

​

1,057

​

291

​

1,348

​

1,590

​

735

​

2,325

Initial Provision - American National non-PCD loans

​

​

11,213

​

​

2,016

​

​

13,229

​

​

11,213

​

​

2,016

​

​

13,229

Provision charged to operations

​

7,826

​

(1,270)

​

6,556

​

16,864

​

(1,383)

​

15,481

Balance at end of period

​

$

131,139

​

$

26,992

​

$

158,131

​

$

131,139

​

$

26,992

​

$

158,131

​

​

​

-24-

Table of Contents

The following table presents additional information related to the acquired Sandy Spring loan portfolio at the acquisition date, including the initial ACL at acquisition on the PCD loans (dollars in thousands):

​

​	​	​	​
PCD Loans:	​	​	​
Book value of acquired loans at acquisition		$	1,741,713
Initial ACL at acquisition (1)	​		(28,265)
Non-credit discount at acquisition	​		(162,140)
Purchase Price	​	$	1,551,308
​	​	​	​
Non-PCD Loans:	​	​	​
Fair Value	​	$	7,077,565
Gross contractual amounts receivable	​	​	10,502,561
Estimate of contractual cash flows not expected to be collected	​	​	130,113

⁽¹⁾ In accordance with GAAP, the initial ACL recognized on Sandy Spring PCD loans excludes $34.5 million charged-off at acquisition related to certain PCD loans that met the Company’s charge-off policy at the time of acquisition.

Credit Quality Indicators

​

Credit quality indicators are used to help estimate the collectability of each loan class within the Commercial and Consumer loan segments. For classes of loans within the Commercial segment, the primary credit quality indicator used for evaluating credit quality and estimating the ALLL is risk rating categories of Pass (including Pass-Watch), Special Mention, Substandard, and Doubtful. For classes of loans within the Consumer segment, the primary credit quality indicator used for evaluating credit quality and estimating ALLL is delinquency bands of current, 30-59, 60-89, 90+, and nonaccrual. While other credit quality indicators are evaluated and analyzed as part of the Company’s credit risk management activities, these indicators are primarily used in estimating the ALLL. The Company evaluates the credit risk of its loan portfolio on at least a quarterly basis.

​

Refer to Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” in the Company’s 2024 Form 10-K for additional information on the Company’s policies and for further information on the Company’s credit quality indicators.

​

Commercial Loans

The Company uses a risk rating system as the primary credit quality indicator for classes of loans within the Commercial segment. The Company defines pass loans as risk rated 1-5 and criticized loans as risk rated 6-9. See Note 4 “Loans and

Allowance For Loan and Lease Losses” in the “Notes to Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of the Company’s 2024 Form 10-K for information on the Company’s risk rating system.

​

-25-

Table of Contents

The table below details the amortized cost and gross write-offs of the classes of loans within the Commercial segment by risk level and year of origination as of June 30, (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2025

​

​

​

Term Loans Amortized Cost Basis by Origination Year

​

Revolving

​

​

​

​

​

2025

​

2024

​

2023

​

2022

​

2021

​

Prior

​

Loans

​

Total

Construction and Land Development

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

225,436

​

$

551,431

​

$

551,318

​

$

299,196

​

$

56,663

​

$

80,624

​

$

305,629

​

$

2,070,297

Watch

​

​

1,597

​

​

1,923

​

​

39,807

​

​

30,737

​

​

1,772

​

​

3,040

​

​

20,014

​

​

98,890

Special Mention

​

​

—

​

​

1,164

​

​

368

​

​

27,711

​

​

36,583

​

​

23,510

​

​

—

​

​

89,336

Substandard

​

​

178

​

​

1,152

​

​

17,232

​

​

56,923

​

​

35,300

​

​

8,804

​

​

66,039

​

​

185,628

Total Construction and Land Development

​

$

227,211

​

$

555,670

​

$

608,725

​

$

414,567

​

$

130,318

​

$

115,978

​

$

391,682

​

$

2,444,151

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

(2)

​

$

—

​

$

(2)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CRE – Owner Occupied

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

128,209

​

$

292,157

​

$

311,990

​

$

503,616

​

$

416,240

​

$

1,857,499

​

$

68,612

​

$

3,578,323

Watch

​

​

2,950

​

​

18,154

​

​

19,948

​

​

11,948

​

​

6,042

​

​

67,900

​

​

1,425

​

​

128,367

Special Mention

​

​

4,331

​

​

6,843

​

​

12,752

​

​

12,822

​

​

6,681

​

​

67,485

​

​

1,023

​

​

111,937

Substandard

​

​

250

​

​

25,983

​

​

4,269

​

​

3,667

​

​

18,012

​

​

69,289

​

​

140

​

​

121,610

Doubtful

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

134

​

​

—

​

​

134

Total CRE – Owner Occupied

​

$

135,740

​

$

343,137

​

$

348,959

​

$

532,053

​

$

446,975

​

$

2,062,307

​

$

71,200

​

$

3,940,371

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CRE – Non-Owner Occupied

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

204,804

​

$

394,423

​

$

688,548

​

$

1,065,647

​

$

953,313

​

$

3,011,228

​

$

79,219

​

$

6,397,182

Watch

​

​

83

​

​

559

​

​

14,751

​

​

13,602

​

​

18,106

​

​

63,846

​

​

23,569

​

​

134,516

Special Mention

​

​

—

​

​

1,376

​

​

24,608

​

​

3,825

​

​

45,127

​

​

103,542

​

​

—

​

​

178,478

Substandard

​

​

—

​

​

—

​

​

6,273

​

​

34,437

​

​

1,136

​

​

160,602

​

​

68

​

​

202,516

Total CRE – Non-Owner Occupied

​

$

204,887

​

$

396,358

​

$

734,180

​

$

1,117,511

​

$

1,017,682

​

$

3,339,218

​

$

102,856

​

$

6,912,692

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial & Industrial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

646,576

​

$

870,231

​

$

510,026

​

$

585,711

​

$

298,513

​

$

440,328

​

$

1,193,282

​

$

4,544,667

Watch

​

​

7,534

​

​

32,031

​

​

33,905

​

​

66,109

​

​

11,600

​

​

22,769

​

​

73,184

​

​

247,132

Special Mention

​

​

1,122

​

​

19,025

​

​

22,301

​

​

17,486

​

​

4,677

​

​

7,976

​

​

104,892

​

​

177,479

Substandard

​

​

718

​

​

12,196

​

​

23,092

​

​

24,928

​

​

9,392

​

​

4,855

​

​

56,910

​

​

132,091

Doubtful

​

​

3

​

​

1,580

​

​

—

​

​

1,465

​

​

—

​

​

—

​

​

37,274

​

​

40,322

Total Commercial & Industrial

​

$

655,953

​

$

935,063

​

$

589,324

​

$

695,699

​

$

324,182

​

$

475,928

​

$

1,465,542

​

$

5,141,691

Current period gross write-off

​

$

—

​

$

—

​

$

(20)

​

$

(89)

​

$

—

​

$

(90)

​

$

(1,376)

​

$

(1,575)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Multifamily Real Estate

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

88,863

​

$

71,030

​

$

150,308

​

$

455,292

​

$

309,798

​

$

653,059

​

$

58,237

​

$

1,786,587

Watch

​

​

—

​

​

—

​

​

—

​

​

23,428

​

​

70,073

​

​

3,796

​

​

1,309

​

​

98,606

Special Mention

​

​

—

​

​

673

​

​

—

​

​

1,554

​

​

28,173

​

​

15,196

​

​

—

​

​

45,596

Substandard

​

​

—

​

​

727

​

​

14,120

​

​

36,414

​

​

25,740

​

​

75,769

​

​

—

​

​

152,770

Total Multifamily Real Estate

​

$

88,863

​

$

72,430

​

$

164,428

​

$

516,688

​

$

433,784

​

$

747,820

​

$

59,546

​

$

2,083,559

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Residential 1-4 Family – Commercial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

56,648

​

$

57,331

​

$

90,626

​

$

191,250

​

$

164,061

​

$

461,988

​

$

3,493

​

$

1,025,397

Watch

​

​

525

​

​

1,400

​

​

757

​

​

4,785

​

​

933

​

​

17,472

​

​

2,709

​

​

28,581

Special Mention

​

​

34

​

​

358

​

​

—

​

​

23,510

​

​

18,449

​

​

13,543

​

​

—

​

​

55,894

Substandard

​

​

350

​

​

505

​

​

—

​

​

432

​

​

4,454

​

​

15,422

​

​

253

​

​

21,416

Total Residential 1-4 Family – Commercial

​

$

57,557

​

$

59,594

​

$

91,383

​

$

219,977

​

$

187,897

​

$

508,425

​

$

6,455

​

$

1,131,288

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

(37)

​

$

—

​

$

(37)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other Commercial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

122,642

​

$

228,333

​

$

184,743

​

$

164,389

​

$

178,632

​

$

221,699

​

$

258,241

​

$

1,358,679

Watch

​

​

—

​

​

—

​

​

129

​

​

17,466

​

​

840

​

​

10,521

​

​

11

​

​

28,967

Special Mention

​

​

—

​

​

348

​

​

79

​

​

—

​

​

—

​

​

6,261

​

​

2,000

​

​

8,688

Substandard

​

​

—

​

​

—

​

​

2,419

​

​

6,483

​

​

2,668

​

​

1,367

​

​

99

​

​

13,036

Total Other Commercial

​

$

122,642

​

$

228,681

​

$

187,370

​

$

188,338

​

$

182,140

​

$

239,848

​

$

260,351

​

$

1,409,370

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

(1,768)

​

$

—

​

$

(1,768)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Commercial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

1,473,178

​

$

2,464,936

​

$

2,487,559

​

$

3,265,101

​

$

2,377,220

​

$

6,726,425

​

$

1,966,713

​

$

20,761,132

Watch

​

​

12,689

​

​

54,067

​

​

109,297

​

​

168,075

​

​

109,366

​

​

189,344

​

​

122,221

​

​

765,059

Special Mention

​

​

5,487

​

​

29,787

​

​

60,108

​

​

86,908

​

​

139,690

​

​

237,513

​

​

107,915

​

​

667,408

Substandard

​

​

1,496

​

​

40,563

​

​

67,405

​

​

163,284

​

​

96,702

​

​

336,108

​

​

123,509

​

​

829,067

Doubtful

​

​

3

​

​

1,580

​

​

—

​

​

1,465

​

​

—

​

​

134

​

​

37,274

​

​

40,456

Total Commercial

​

$

1,492,853

​

$

2,590,933

​

$

2,724,369

​

$

3,684,833

​

$

2,722,978

​

$

7,489,524

​

$

2,357,632

​

$

23,063,122

Total current period gross write-off

​

$

—

​

$

—

​

$

(20)

​

$

(89)

​

$

—

​

$

(1,897)

​

$

(1,376)

​

$

(3,382)

-26-

Table of Contents

The table below details the amortized cost and gross write-offs of the classes of loans within the Commercial segment by risk level and year of origination as of December 31, (dollars in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024

​

​

​

Term Loans Amortized Cost Basis by Origination Year

​

Revolving

​

​

​

​

​

2024

​

2023

​

2022

​

2021

​

2020

​

Prior

​

Loans

​

Total

Construction and Land Development

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

350,344

​

$

630,033

​

$

372,483

​

$

120,851

​

$

14,180

​

$

46,671

​

$

120,240

​

$

1,654,802

Watch

​

​

3

​

​

22,790

​

​

18,172

​

​

384

​

​

—

​

​

717

​

​

—

​

​

42,066

Special Mention

​

​

739

​

​

1,771

​

​

1,629

​

​

226

​

​

1,332

​

​

1,139

​

​

—

​

​

6,836

Substandard

​

​

162

​

​

80

​

​

22,237

​

​

745

​

​

1,467

​

​

2,713

​

​

—

​

​

27,404

Total Construction and Land Development

​

$

351,248

​

$

654,674

​

$

414,521

​

$

122,206

​

$

16,979

​

$

51,240

​

$

120,240

​

$

1,731,108

Current period gross write-off

​

$

—

​

$

—

​

$

(1,109)

​

$

—

​

$

—

​

$

—

​

$

—

​

$

(1,109)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CRE – Owner Occupied

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

152,865

​

$

243,842

​

$

293,260

​

$

262,430

​

$

248,187

​

$

1,014,962

​

$

27,316

​

$

2,242,862

Watch

​

​

4,455

​

​

1,391

​

​

1,424

​

​

1,854

​

​

2,507

​

​

35,093

​

​

79

​

​

46,803

Special Mention

​

​

1,153

​

​

6,659

​

​

1,577

​

​

2,102

​

​

2,266

​

​

11,556

​

​

2,389

​

​

27,702

Substandard

​

​

24,722

​

​

1,188

​

​

1,921

​

​

352

​

​

2,433

​

​

21,996

​

​

140

​

​

52,752

Total CRE – Owner Occupied

​

$

183,195

​

$

253,080

​

$

298,182

​

$

266,738

​

$

255,393

​

$

1,083,607

​

$

29,924

​

$

2,370,119

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

(354)

​

$

—

​

$

(354)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CRE – Non-Owner Occupied

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

349,991

​

$

514,460

​

$

692,155

​

$

835,195

​

$

381,544

​

$

1,838,343

​

$

40,741

​

$

4,652,429

Watch

​

​

—

​

​

150

​

​

7,465

​

​

11,855

​

​

—

​

​

70,113

​

​

13,013

​

​

102,596

Special Mention

​

​

384

​

​

—

​

​

18,342

​

​

883

​

​

7,387

​

​

47,286

​

​

—

​

​

74,282

Substandard

​

​

—

​

​

12,609

​

​

—

​

​

1,130

​

​

36,796

​

​

55,677

​

​

71

​

​

106,283

Total CRE – Non-Owner Occupied

​

$

350,375

​

$

527,219

​

$

717,962

​

$

849,063

​

$

425,727

​

$

2,011,419

​

$

53,825

​

$

4,935,590

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

—

​

$

(3,386)

​

$

—

​

$

—

​

$

(3,386)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial & Industrial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

787,683

​

$

593,676

​

$

534,064

​

$

300,348

​

$

124,214

​

$

227,352

​

$

982,085

​

$

3,549,422

Watch

​

​

2,458

​

​

30,428

​

​

48,661

​

​

6,980

​

​

486

​

​

2,434

​

​

24,153

​

​

115,600

Special Mention

​

​

2,289

​

​

12,328

​

​

15,458

​

​

4,001

​

​

2,183

​

​

19,125

​

​

64,204

​

​

119,588

Substandard

​

​

9,214

​

​

2,340

​

​

3,423

​

​

4,139

​

​

472

​

​

1,327

​

​

29,839

​

​

50,754

Doubtful

​

​

—

​

​

—

​

​

1,598

​

​

—

​

​

—

​

​

—

​

​

27,733

​

​

29,331

Total Commercial & Industrial

​

$

801,644

​

$

638,772

​

$

603,204

​

$

315,468

​

$

127,355

​

$

250,238

​

$

1,128,014

​

$

3,864,695

Current period gross write-off

​

$

—

​

$

(42)

​

$

(1,081)

​

$

(145)

​

$

(147)

​

$

(928)

​

$

(1,187)

​

$

(3,530)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Multifamily Real Estate

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

80,345

​

$

34,060

​

$

259,493

​

$

229,950

​

$

205,699

​

$

302,186

​

$

35,706

​

$

1,147,439

Watch

​

​

—

​

​

—

​

​

1,719

​

​

73,780

​

​

129

​

​

—

​

​

—

​

​

75,628

Special Mention

​

​

—

​

​

—

​

​

—

​

​

—

​

​

250

​

​

1,185

​

​

—

​

​

1,435

Substandard

​

​

—

​

​

14,210

​

​

—

​

​

—

​

​

—

​

​

1,497

​

​

—

​

​

15,707

Total Multifamily Real Estate

​

$

80,345

​

$

48,270

​

$

261,212

​

$

303,730

​

$

206,078

​

$

304,868

​

$

35,706

​

$

1,240,209

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Residential 1-4 Family – Commercial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

49,068

​

$

66,307

​

$

115,526

​

$

108,751

​

$

79,090

​

$

250,273

​

$

9,617

​

$

678,632

Watch

​

​

274

​

​

504

​

​

1,277

​

​

737

​

​

730

​

​

6,571

​

​

152

​

​

10,245

Special Mention

​

​

—

​

​

—

​

​

23,435

​

​

215

​

​

331

​

​

1,500

​

​

—

​

​

25,481

Substandard

​

​

517

​

​

—

​

​

—

​

​

229

​

​

588

​

​

3,480

​

​

253

​

​

5,067

Total Residential 1-4 Family – Commercial

​

$

49,859

​

$

66,811

​

$

140,238

​

$

109,932

​

$

80,739

​

$

261,824

​

$

10,022

​

$

719,425

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

—

​

$

(18)

​

$

—

​

$

—

​

$

(18)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other Commercial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

233,480

​

$

196,703

​

$

169,440

​

$

157,815

​

$

82,990

​

$

161,984

​

$

106,368

​

$

1,108,780

Watch

​

​

—

​

​

1,926

​

​

6,170

​

​

1,525

​

​

5,293

​

​

4,419

​

​

—

​

​

19,333

Special Mention

​

​

—

​

​

84

​

​

1,059

​

​

3,163

​

​

—

​

​

582

​

​

—

​

​

4,888

Substandard

​

​

—

​

​

1,060

​

​

3,272

​

​

—

​

​

30

​

​

2

​

​

99

​

​

4,463

Total Other Commercial

​

$

233,480

​

$

199,773

​

$

179,941

​

$

162,503

​

$

88,313

​

$

166,987

​

$

106,467

​

$

1,137,464

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

(3,492)

​

$

—

​

$

(3,492)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Commercial

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pass

​

$

2,003,776

​

$

2,279,081

​

$

2,436,421

​

$

2,015,340

​

$

1,135,904

​

$

3,841,771

​

$

1,322,073

​

$

15,034,366

Watch

​

​

7,190

​

​

57,189

​

​

84,888

​

​

97,115

​

​

9,145

​

​

119,347

​

​

37,397

​

​

412,271

Special Mention

​

​

4,565

​

​

20,842

​

​

61,500

​

​

10,590

​

​

13,749

​

​

82,373

​

​

66,593

​

​

260,212

Substandard

​

​

34,615

​

​

31,487

​

​

30,853

​

​

6,595

​

​

41,786

​

​

86,692

​

​

30,402

​

​

262,430

Doubtful

​

​

—

​

​

—

​

​

1,598

​

​

—

​

​

—

​

​

—

​

​

27,733

​

​

29,331

Total Commercial

​

$

2,050,146

​

$

2,388,599

​

$

2,615,260

​

$

2,129,640

​

$

1,200,584

​

$

4,130,183

​

$

1,484,198

​

$

15,998,610

Total current period gross write-off

​

$

—

​

$

(42)

​

$

(2,190)

​

$

(145)

​

$

(3,551)

​

$

(4,774)

​

$

(1,187)

​

$

(11,889)

​

-27-

Table of Contents

Consumer Loans

​

For Consumer loans, the Company evaluates credit quality based on the delinquency status of the loan. The following table details the amortized cost and gross write-offs of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of June 30, (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2025

​

​

​

Term Loans Amortized Cost Basis by Origination Year

​

Revolving

​

​

​

​

​

2025

​

2024

​

2023

​

2022

​

2021

​

Prior

​

Loans

​

Total

Residential 1-4 Family – Consumer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current

​

$

148,653

​

$

188,702

​

$

222,596

​

$

710,204

​

$

616,934

​

$

814,286

​

$

15,811

​

$

2,717,186

30-59 Days Past Due

​

​

—

​

​

36

​

​

46

​

​

280

​

​

35

​

​

1,665

​

​

63

​

​

2,125

60-89 Days Past Due

​

​

101

​

​

—

​

​

494

​

​

680

​

​

122

​

​

3,120

​

​

42

​

​

4,559

90+ Days Past Due

​

​

—

​

​

—

​

​

128

​

​

194

​

​

—

​

​

1,165

​

​

—

​

​

1,487

Nonaccrual

​

​

—

​

​

—

​

​

692

​

​

3,777

​

​

2,670

​

​

13,550

​

​

—

​

​

20,689

Total Residential 1-4 Family – Consumer

​

$

148,754

​

$

188,738

​

$

223,956

​

$

715,135

​

$

619,761

​

$

833,786

​

$

15,916

​

$

2,746,046

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

(105)

​

$

—

​

$

(26)

​

$

—

​

$

(131)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Residential 1-4 Family – Revolving

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current

​

$

12,087

​

$

14,468

​

$

27,760

​

$

43,324

​

$

10,309

​

$

9,329

​

$

1,022,638

​

$

1,139,915

30-59 Days Past Due

​

​

—

​

​

—

​

​

55

​

​

29

​

​

56

​

​

102

​

​

4,028

​

​

4,270

60-89 Days Past Due

​

​

—

​

​

—

​

​

—

​

​

55

​

​

—

​

​

64

​

​

1,975

​

​

2,094

90+ Days Past Due

​

​

—

​

​

—

​

​

274

​

​

128

​

​

—

​

​

47

​

​

2,011

​

​

2,460

Nonaccrual

​

​

—

​

​

—

​

​

302

​

​

154

​

​

36

​

​

933

​

​

3,921

​

​

5,346

Total Residential 1-4 Family – Revolving

​

$

12,087

​

$

14,468

​

$

28,391

​

$

43,690

​

$

10,401

​

$

10,475

​

$

1,034,573

​

$

1,154,085

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

(45)

​

$

(45)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Auto

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current

​

$

1,128

​

$

2,236

​

$

45,681

​

$

115,075

​

$

51,212

​

$

25,093

​

$

—

​

$

240,425

30-59 Days Past Due

​

​

82

​

​

2

​

​

549

​

​

1,673

​

​

876

​

​

553

​

​

—

​

​

3,735

60-89 Days Past Due

​

​

1

​

​

1

​

​

199

​

​

243

​

​

175

​

​

99

​

​

—

​

​

718

90+ Days Past Due

​

​

—

​

​

—

​

​

79

​

​

24

​

​

22

​

​

25

​

​

—

​

​

150

Nonaccrual

​

​

—

​

​

—

​

​

40

​

​

306

​

​

77

​

​

103

​

​

—

​

​

526

Total Auto

​

$

1,211

​

$

2,239

​

$

46,548

​

$

117,321

​

$

52,362

​

$

25,873

​

$

—

​

$

245,554

Current period gross write-off

​

$

—

​

$

—

​

$

(135)

​

$

(632)

​

$

(156)

​

$

(92)

​

$

—

​

$

(1,015)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Consumer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current

​

$

8,258

​

$

11,403

​

$

6,377

​

$

8,760

​

$

5,819

​

$

30,560

​

$

47,589

​

$

118,766

30-59 Days Past Due

​

​

4

​

​

26

​

​

45

​

​

40

​

​

—

​

​

78

​

​

81

​

​

274

60-89 Days Past Due

​

​

4

​

​

15

​

​

38

​

​

24

​

​

10

​

​

264

​

​

32

​

​

387

90+ Days Past Due

​

​

—

​

​

38

​

​

7

​

​

11

​

​

20

​

​

—

​

​

3

​

​

79

Nonaccrual

​

​

—

​

​

4

​

​

—

​

​

10

​

​

6

​

​

—

​

​

—

​

​

20

Total Consumer

​

$

8,266

​

$

11,486

​

$

6,467

​

$

8,845

​

$

5,855

​

$

30,902

​

$

47,705

​

$

119,526

Current period gross write-off

​

$

(5)

​

$

(81)

​

$

(180)

​

$

(20)

​

$

(27)

​

$

(531)

​

$

(47)

​

$

(891)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Consumer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current

​

$

170,126

​

$

216,809

​

$

302,414

​

$

877,363

​

$

684,274

​

$

879,268

​

$

1,086,038

​

$

4,216,292

30-59 Days Past Due

​

​

86

​

​

64

​

​

695

​

​

2,022

​

​

967

​

​

2,398

​

​

4,172

​

​

10,404

60-89 Days Past Due

​

​

106

​

​

16

​

​

731

​

​

1,002

​

​

307

​

​

3,547

​

​

2,049

​

​

7,758

90+ Days Past Due

​

​

—

​

​

38

​

​

488

​

​

357

​

​

42

​

​

1,237

​

​

2,014

​

​

4,176

Nonaccrual

​

​

—

​

​

4

​

​

1,034

​

​

4,247

​

​

2,789

​

​

14,586

​

​

3,921

​

​

26,581

Total Consumer

​

$

170,318

​

$

216,931

​

$

305,362

​

$

884,991

​

$

688,379

​

$

901,036

​

$

1,098,194

​

$

4,265,211

Total current period gross write-off

​

$

(5)

​

$

(81)

​

$

(315)

​

$

(757)

​

$

(183)

​

$

(649)

​

$

(92)

​

$

(2,082)

​

​

​

-28-

Table of Contents

The following table details the amortized cost and gross write-offs of the classes of loans within the Consumer segment based on their delinquency status and year of origination as of December 31, (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024

​

​

​

Term Loans Amortized Cost Basis by Origination Year

​

Revolving

​

​

​

​

​

2024

​

2023

​

2022

​

2021

​

2020

​

Prior

​

Loans

​

Total

Residential 1-4 Family – Consumer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current

​

$

137,808

​

$

171,237

​

$

287,376

​

$

277,653

​

$

151,177

​

$

241,203

​

$

13

​

$

1,266,467

30-59 Days Past Due

​

​

233

​

​

405

​

​

14

​

​

470

​

​

954

​

​

3,852

​

​

—

​

​

5,928

60-89 Days Past Due

​

​

—

​

​

28

​

​

216

​

​

5,546

​

​

—

​

​

1,600

​

​

—

​

​

7,390

90+ Days Past Due

​

​

—

​

​

150

​

​

94

​

​

—

​

​

—

​

​

1,063

​

​

—

​

​

1,307

Nonaccrual

​

​

—

​

​

505

​

​

2,953

​

​

1,109

​

​

207

​

​

7,951

​

​

—

​

​

12,725

Total Residential 1-4 Family – Consumer

​

$

138,041

​

$

172,325

​

$

290,653

​

$

284,778

​

$

152,338

​

$

255,669

​

$

13

​

$

1,293,817

Current period gross write-off

​

$

—

​

$

(76)

​

$

(3)

​

$

—

​

$

—

​

$

(142)

​

$

—

​

$

(221)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Residential 1-4 Family – Revolving

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current

​

$

17,522

​

$

33,934

​

$

45,558

​

$

10,407

​

$

3,578

​

$

1,731

​

$

634,744

​

$

747,474

30-59 Days Past Due

​

​

—

​

​

11

​

​

81

​

​

—

​

​

30

​

​

—

​

​

1,702

​

​

1,824

60-89 Days Past Due

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

2,110

​

​

2,110

90+ Days Past Due

​

​

—

​

​

178

​

​

130

​

​

—

​

​

—

​

​

—

​

​

1,402

​

​

1,710

Nonaccrual

​

​

—

​

​

139

​

​

112

​

​

—

​

​

45

​

​

—

​

​

3,530

​

​

3,826

Total Residential 1-4 Family – Revolving

​

$

17,522

​

$

34,262

​

$

45,881

​

$

10,407

​

$

3,653

​

$

1,731

​

$

643,488

​

$

756,944

Current period gross write-off

​

$

—

​

$

—

​

$

—

​

$

(28)

​

$

—

​

$

—

​

$

(189)

​

$

(217)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Auto

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current

​

$

2,251

​

$

55,170

​

$

145,517

​

$

68,282

​

$

28,923

​

$

11,211

​

$

—

​

$

311,354

30-59 Days Past Due

​

​

—

​

​

507

​

​

1,571

​

​

1,053

​

​

218

​

​

266

​

​

—

​

​

3,615

60-89 Days Past Due

​

​

—

​

​

97

​

​

233

​

​

87

​

​

—

​

​

39

​

​

—

​

​

456

90+ Days Past Due

​

​

—

​

​

10

​

​

149

​

​

74

​

​

31

​

​

20

​

​

—

​

​

284

Nonaccrual

​

​

—

​

​

94

​

​

305

​

​

113

​

​

118

​

​

29

​

​

—

​

​

659

Total Auto

​

$

2,251

​

$

55,878

​

$

147,775

​

$

69,609

​

$

29,290

​

$

11,565

​

$

—

​

$

316,368

Current period gross write-off

​

$

—

​

$

(243)

​

$

(835)

​

$

(335)

​

$

(82)

​

$

(75)

​

$

—

​

$

(1,570)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Consumer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current

​

$

13,664

​

$

7,932

​

$

12,490

​

$

6,998

​

$

5,903

​

$

27,967

​

$

28,574

​

$

103,528

30-59 Days Past Due

​

​

26

​

​

73

​

​

87

​

​

9

​

​

10

​

​

542

​

​

57

​

​

804

60-89 Days Past Due

​

​

15

​

​

54

​

​

56

​

​

10

​

​

14

​

​

333

​

​

4

​

​

486

90+ Days Past Due

​

​

—

​

​

4

​

​

31

​

​

3

​

​

4

​

​

—

​

​

2

​

​

44

Nonaccrual

​

​

—

​

​

—

​

​

13

​

​

7

​

​

—

​

​

—

​

​

—

​

​

20

Total Consumer

​

$

13,705

​

$

8,063

​

$

12,677

​

$

7,027

​

$

5,931

​

$

28,842

​

$

28,637

​

$

104,882

Current period gross write-off

​

$

(6)

​

$

(206)

​

$

(116)

​

$

(31)

​

$

(782)

​

$

(756)

​

$

(162)

​

$

(2,059)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Consumer

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current

​

$

171,245

​

$

268,273

​

$

490,941

​

$

363,340

​

$

189,581

​

$

282,112

​

$

663,331

​

$

2,428,823

30-59 Days Past Due

​

​

259

​

​

996

​

​

1,753

​

​

1,532

​

​

1,212

​

​

4,660

​

​

1,759

​

​

12,171

60-89 Days Past Due

​

​

15

​

​

179

​

​

505

​

​

5,643

​

​

14

​

​

1,972

​

​

2,114

​

​

10,442

90+ Days Past Due

​

​

—

​

​

342

​

​

404

​

​

77

​

​

35

​

​

1,083

​

​

1,404

​

​

3,345

Nonaccrual

​

​

—

​

​

738

​

​

3,383

​

​

1,229

​

​

370

​

​

7,980

​

​

3,530

​

​

17,230

Total Consumer

​

$

171,519

​

$

270,528

​

$

496,986

​

$

371,821

​

$

191,212

​

$

297,807

​

$

672,138

​

$

2,472,011

Total current period gross write-off

​

$

(6)

​

$

(525)

​

$

(954)

​

$

(394)

​

$

(864)

​

$

(973)

​

$

(351)

​

$

(4,067)

​

As of June 30, 2025 and December 31, 2024, the Company did not have any material revolving loans convert to term.

​

-29-

Table of Contents

5. GOODWILL AND INTANGIBLE ASSETS

The Company’s intangible assets consist of core deposits, goodwill, and other intangibles arising from acquisitions. The Company has determined that its core deposit intangibles have finite lives and they are amortized over their estimated useful lives, which ranges from four years to ten years, using an accelerated method. Other amortizable intangible assets are being amortized over the period of expected benefit, which ranges from five months to 16 years, using various methods. The Company concluded that there was no impairment to goodwill or intangible assets as of the balance sheet date. In the normal course of business, the Company routinely monitors the impact of the changes in the financial markets and includes these assessments in the Company’s impairment process.

As a result of the Sandy Spring acquisition, the Company recorded initial goodwill totaling $496.9 million at April 1, 2025. As a result of the Company’s acquisition of American National on April 1, 2024, the Company recorded goodwill totaling $288.8 million. See Note 2 “Acquisitions” in Part I, Item I of this Quarterly Report for more information on the Sandy Spring and American National acquisitions.

The following table provides information on the significant components of goodwill and other acquired intangible assets as of the periods ended (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross

Additions:

​

​

Net

​

​

Carrying

​

Sandy Spring

​

Accumulated

​

Carrying

​

​

Value

​

Acquisition

​

Amortization

​

Value

June 30, 2025

​

​

​

​

Goodwill

​

$

1,214,053

​

$

496,859

​

$

—

​

$

1,710,912

CDIs

​

​

159,901

​

​

243,351

​

​

(106,502)

​

​

296,750

Other amortizable intangibles

​

​

14,254

​

​

47,299

​

​

(6,922)

​

​

54,631

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross

Additions:

​

​

Net

​

​

Carrying

​

American National

​

Accumulated

​

Carrying

​

​

Value

​

Acquisition

​

Amortization

​

Value

December 31, 2024

​

​

​

​

Goodwill

​

$

925,211

​

$

288,842

​

$

—

​

$

1,214,053

CDIs

​

​

85,491

​

​

74,410

​

​

(85,768)

​

​

74,133

Other amortizable intangibles

​

3,977

​

​

10,277

​

​

(3,824)

​

​

10,430

​

​

The following table presents the Company’s goodwill and intangible assets by operating segment as of the periods ended (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Wholesale Banking

​

Consumer Banking

​

Corporate Other

​

Total

June 30, 2025

​

​

​

​

​

Goodwill (1) (3)

​

$

1,237,585

​

$

473,327

​

$

—

​

$

1,710,912

Intangible Assets (2) (4)

​

53,159

​

697

​

297,525

​

351,381

December 31, 2024

​

​

​

​

Goodwill (3)

​

$

850,035

​

$

364,018

​

$

—

​

$

1,214,053

Intangible Assets (4)

​

8,714

​

778

​

75,071

​

84,563

(1) Wholesale Banking and Consumer Banking includes gross carrying values of $387.6 million and $109.3 million, respectively, related to goodwill from the Sandy Spring acquisition. Refer to Note 2 “Acquisitions” for more information.

(2) Wholesale Banking and Corporate Other includes gross carrying values of $46.3 million and $244.4 million, respectively, related to intangible assets from the Sandy Spring acquisition. Refer to Note 2 “Acquisitions” for more information.

(3) Wholesale Banking and Consumer Banking includes gross carrying values of $210.8 million and $78.0 million, respectively, related to the American National acquisition. Refer to Note 2 “Acquisitions” for more information.

(4) Wholesale Banking and Corporate Other includes gross carrying values of $8.4 million and $76.3 million, respectively, related to the American National acquisition. Refer to Note 2 “Acquisitions” for more information.

-30-

Table of Contents

Amortization expense of intangibles for the three months ended June 30, 2025 and 2024 totaled $18.4 million and $6.0 million, respectively, and totaled $23.8 million and $7.9 million, respectively, for the six months ended June 30, 2025 and 2024. As of June 30, 2025, the estimated remaining amortization expense of intangibles is as follows for the years ending (dollars in thousands):

​	​	​	​
For the remaining six months of 2025		$	35,836
2026	​	​	60,282
2027	​	​	50,407
2028	​	​	41,936
2029	​	​	35,235
Thereafter	​	​	127,685
Total estimated amortization expense	​	$	351,381

​

6. LEASES

​

Lessor Arrangements

​

The Company’s lessor arrangements consist of sales-type and direct financing leases for equipment, including vehicles and machinery, with terms ranging from 11 months to 122 months. At June 30, 2025 and December 31, 2024, the carrying value of residual assets covered by residual value guarantees and residual value insurance was $110.9 million and $102.6 million, respectively.

​

Total net investment in sales-type and direct financing leases are included in “Loans held for investment, net of deferred fees and costs” on the Company’s Consolidated Balance Sheets and consisted of the following as of the periods ended (dollars in thousands):

​

​	​	​	​	​	​	​	​
​		June 30, 2025		​	​	December 31, 2024
Sales-type and direct financing leases:	​	​	​	​	​	​	​
Lease receivables, net of unearned income and deferred selling profit	​	$	533,895	​	​	$	529,657
Unguaranteed residual values, net of unearned income and deferred selling profit	​	​	37,881	​	​	​	34,546
Total net investment in sales-type and direct financing leases		$	571,776	​	​	$	564,203

​

Lessee Arrangements

​

The Company’s lessee arrangements consist of operating and finance leases; however, the majority of the leases have been classified as non-cancellable operating leases and are primarily for real estate leases with remaining lease terms of up to 15 years.

​

The tables below provide information about the Company’s lessee lease portfolio and other supplemental lease information for the following periods ended (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

​

​

December 31, 2024

​

​

​

Operating

​

​

Finance

​

​

​

Operating

​

​

Finance

​

ROU assets

​

$

111,487

​

​

$

3,291

​

​

​

$

74,782

​

​

$

3,751

​

Lease liabilities

​

​

124,973

​

​

​

5,109

​

​

​

​

79,642

​

​

​

5,769

​

Lease Term and Discount Rate of Operating leases:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted-average remaining lease term (years)

​

8.23

​

​

​

3.58

​

​

​

​

10.96

​

​

​

4.08

​

Weighted-average discount rate (1)

​

5.61

%

​

​

1.17

%

​

​

​

6.24

%

​

​

1.17

%

⁽¹⁾ A lease implicit rate or an incremental borrowing rate is used based on information available at commencement date of lease or at remeasurement date.

​

-31-

Table of Contents

​	​	​	​	​	​	​
​	​	Six months ended June 30,
​		2025		​	2024
Cash paid for amounts included in measurement of lease liabilities:	​	​	​	​	​	​
Operating Cash Flows from Finance Leases	​	$	31	​	$	39
Operating Cash Flows from Operating Leases	​	​	10,198	​	​	7,084
Financing Cash Flows from Finance Leases	​	​	660	​	​	636
ROU assets obtained in exchange for lease obligations:	​	​	​	​	​	​
Operating leases	​	$	11,107	​	$	2,662

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended June 30,

​

Six months ended June 30,

​

​

​

2025

​

​

2024

​

​

2025

​

​

2024

Net Operating Lease Cost

​

$

5,860

​

$

3,438

$

9,348

​

$

6,546

Finance Lease Cost:

​

​

​

​

​

​

​

​

​

​

​

​

Amortization of right-of-use assets

​

​

230

​

​

230

​

​

459

​

​

459

Interest on lease liabilities

​

​

15

​

​

19

​

31

​

​

39

Total Lease Cost

​

$

6,105

​

$

3,687

​

$

9,838

​

$

7,044

​

The maturities of lessor and lessee arrangements outstanding as of June 30, 2025 are presented in the table below for the years ending (dollars in thousands):

​	​	​	​	​	​	​	​	​	​
​	​	June 30, 2025
​	​	Lessor		​	Lessee
​	​	​	Sales-type and Direct Financing	​	Operating		​	Finance
For the remaining six months of 2025	​	$	72,449	​	$	12,982	​	$	701
2026	​		133,803	​	​	25,079	​	​	1,427
2027	​		136,999	​	​	23,356	​	​	1,462
2028	​		102,528	​	​	20,696	​	​	1,499
2029	​	​	74,478	​	​	15,236	​	​	127
Thereafter	​		99,860	​	​	66,351	​	​	—
Total undiscounted cash flows	​		620,117	​	​	163,700	​	​	5,216
Less: Adjustments (1)	​		86,222	​	​	38,727	​	​	107
Total (2)	​	$	533,895	​	$	124,973	​	$	5,109

⁽¹⁾ Lessor – unearned income and unearned guaranteed residual value; Lessee – imputed interest.

⁽²⁾ Represents lease receivables for lessor arrangements and lease liabilities for lessee arrangements.

​

​

​

​

-32-

Table of Contents

7. BORROWINGS

Short-term Borrowings

The Company classifies all borrowings that will mature within a year from the date on which the Company enters into them as short-term borrowings. Total short-term borrowings consist primarily of securities sold under agreements to repurchase, which are secured transactions with customers and generally mature the day following the date sold, advances from the FHLB, federal funds purchased (which are secured overnight borrowings from other financial institutions), and other lines of credit.

Total short-term borrowings consisted of the following as of the periods ended (dollars in thousands):

​	​	​	​	​	​	​	​
​	​	​	June 30,	​	​	December 31,	​
​	​	2025		​	2024
Securities sold under agreements to repurchase	​	$	127,351	​	$	56,275	​
FHLB Advances	​		—	​		60,000	​
Total short-term borrowings	​	$	127,351	​	$	116,275	​
​	​	​	​	​	​	​	​
Average outstanding balance during the period	​	$	236,865	​	$	445,339	​
Average interest rate during the period	​		3.80	%		5.22	%
Average interest rate at end of period	​		3.86	%		3.34	%

​

The Company maintains federal funds lines with several correspondent banks; the available balance was $1.2 billion at June 30, 2025 and $597.0 million at December 31, 2024. The Company also maintains an alternate line of credit at a correspondent bank, and the available balance was $25.0 million at both June 30, 2025 and December 31, 2024. Additionally, the Company had a collateral dependent line of credit with the FHLB of up to $7.4 billion at both June 30, 2025 and December 31, 2024. At both June 30, 2025 and December 31, 2024, the Company’s secured line of credit capacity totaled $5.4 billion and $2.8 billion, respectively, of which $5.2 billion and $2.4 billion were available at June 30, 2025 and December 31, 2024, respectively. The Company’s borrowing capacity with the Federal Reserve Discount Window totaled $3.5 billion and $3.0 billion, none of which was used at June 30, 2025 and December 31, 2024, respectively.

Refer to Note 8 “Commitments and Contingencies” for additional information on the Company’s pledged collateral. The Company has certain restrictive covenants related to certain asset quality, capital, and profitability metrics associated with these lines and was in compliance with these covenants as of June 30, 2025 and December 31, 2024.

​

-33-

Table of Contents

Long-term Borrowings
​

In connection with the Sandy Spring acquisition, the Company assumed subordinated debt with a principal balance of $358.0 million during the second quarter of 2025. Refer to the table below for contractual rates and maturity terms. Total long-term borrowings consisted of the following as of June 30, 2025 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Spread to

​

​

​

​

​

​

​

​

​

Principal

​

​

3-Month SOFR

​

Rate (3)

​

Maturity

​

Investment (4)

Trust Preferred Capital Securities (6)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Trust Preferred Capital Note – Statutory Trust I

​

$

22,500

​

​

2.75

% (1)

​

7.30

%

6/17/2034

​

$

696

Trust Preferred Capital Note – Statutory Trust II

​

36,000

​

1.40

% (1)

​

5.95

%

6/15/2036

​

1,114

VFG Limited Liability Trust I Indenture

​

20,000

​

2.73

% (1)

​

7.28

%

3/18/2034

​

619

FNB Statutory Trust II Indenture

​

12,000

​

3.10

% (1)

​

7.65

%

6/26/2033

​

372

Gateway Capital Statutory Trust I

​

8,000

​

3.10

% (1)

​

7.65

%

9/17/2033

​

248

Gateway Capital Statutory Trust II

​

7,000

​

2.65

% (1)

​

7.20

%

6/17/2034

​

217

Gateway Capital Statutory Trust III

​

15,000

​

1.50

% (1)

​

6.05

%

5/30/2036

​

464

Gateway Capital Statutory Trust IV

​

25,000

​

1.55

% (1)

​

6.10

%

7/30/2037

​

774

MFC Capital Trust II

​

5,000

​

2.85

% (1)

​

7.40

%

1/23/2034

​

155

AMNB Statutory Trust I (5)

​

​

20,000

​

​

1.35

% (1)

​

5.90

%

6/30/2036

​

​

619

MidCarolina Trust I (5)

​

​

5,000

​

​

3.45

% (2)

​

7.74

%

11/7/2032

​

​

155

MidCarolina Trust II (5)

​

​

3,500

​

​

2.95

% (2)

​

7.24

%

1/7/2034

​

​

109

Total Trust Preferred Capital Securities

​

$

179,000

​

​

​

$

5,542

Subordinated Debt (6)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2031 Subordinated Debt (7)

​

$

250,000

​

​

—

%

​

2.88

%

12/15/2031

​

​

​

2032 Subordinated Debt (8)

​

​

190,000

​

​

—

%

​

3.88

%

3/30/2032

​

​

​

2029 Subordinated Debt (9)

​

​

168,000

​

​

2.62

% (1)

​

7.17

%

11/15/2029

​

​

​

Total Subordinated Debt

​

$

608,000

​

​

​

​

​

​

​

​

​

​

​

Fair Value Discount (10)

​

​

(27,126)

​

​

​

​

​

​

​

​

​

​

​

Investment in Trust Preferred Capital Securities

​

​

5,542

​

​

​

​

​

​

​

​

​

​

​

Total Long-term Borrowings

​

$

765,416

​

​

​

​

​

​

​

​

​

​

​

⁽¹⁾ Three-Month Chicago Mercantile Exchange Secured Overnight Financing Rate (“SOFR”) + 0.262%.

⁽²⁾ Three-Month Chicago Mercantile Exchange SOFR.

⁽³⁾ Rate as of June 30, 2025. Calculated using non-rounded numbers.

​

⁽⁴⁾ Represents the junior subordinated debentures owned by the Company in trust and is reported in “Other assets” on the Company’s Consolidated Balance Sheets.

⁽⁵⁾ Acquired in the American National acquisition and adjusted to fair value at the time of acquisition.

​

⁽⁶⁾ Trust Preferred Capital Securities and Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

⁽⁷⁾ Fixed-to-floating rate notes. On December 15, 2026, the interest rate changes to a floating rate of the then current Three-Month Term SOFR plus a spread of 186 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after December 15, 2026.

​

⁽⁸⁾ Fixed-to-floating rate notes acquired in the Sandy Spring acquisition. On March 30, 2027, the interest rate changes to a floating rate equal to the then current Three-Month Term SOFR plus a spread of 196.5 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after March 30, 2027.

⁽⁹⁾ Fixed-to-floating rate notes acquired in the Sandy Spring acquisition. On November 15, 2024, the interest rate changed to a floating rate equal to the then current Three-Month Term SOFR plus a spread of 262 bps and a 26 bps spread adjustment through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after November 15, 2024.

⁽¹⁰⁾ Remaining discounts of $13.5 million and $13.6 million on Trust Preferred Capital Securities and Subordinated Debt, respectively.

-34-

Table of Contents

Total long-term borrowings consisted of the following as of December 31, 2024 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Spread to

​

​

​

​

​

​

​

​

​

Principal

​

3-Month SOFR

​

Rate (3)

​

Maturity

​

Investment (4)

Trust Preferred Capital Securities (6)

​

​

​

​

​

​

​

​

​

​

​

​

​

Trust Preferred Capital Note – Statutory Trust I

​

$

22,500

​

2.75

% (1)

​

7.32

%

6/17/2034

​

$

696

Trust Preferred Capital Note – Statutory Trust II

​

36,000

1.40

% (1)

​

5.97

%

6/15/2036

​

1,114

VFG Limited Liability Trust I Indenture

​

20,000

2.73

% (1)

​

7.30

%

3/18/2034

​

619

FNB Statutory Trust II Indenture

​

12,000

3.10

% (1)

​

7.67

%

6/26/2033

​

372

Gateway Capital Statutory Trust I

​

8,000

3.10

% (1)

​

7.67

%

9/17/2033

​

248

Gateway Capital Statutory Trust II

​

7,000

2.65

% (1)

​

7.22

%

6/17/2034

​

217

Gateway Capital Statutory Trust III

​

15,000

1.50

% (1)

​

6.07

%

5/30/2036

​

464

Gateway Capital Statutory Trust IV

​

25,000

1.55

% (1)

​

6.12

%

7/30/2037

​

774

MFC Capital Trust II

​

5,000

2.85

% (1)

​

7.42

%

1/23/2034

​

155

AMNB Statutory Trust I (5)

​

​

20,000

​

1.35

% (1)

​

5.92

%

6/30/2036

​

​

619

MidCarolina Trust I (5)

​

​

5,000

​

3.45

% (2)

​

7.76

%

11/7/2032

​

​

155

MidCarolina Trust II (5)

​

​

3,500

​

2.95

% (2)

​

7.26

%

1/7/2034

​

​

109

Total Trust Preferred Capital Securities

​

$

179,000

​

​

$

5,542

Subordinated Debt (6)

​

​

​

​

​

​

​

​

​

​

​

​

​

2031 Subordinated Debt

​

​

250,000

​

—

%

​

2.875

%

12/15/2031

​

​

​

Total Subordinated Debt (7)

​

$

250,000

​

​

​

​

​

​

​

​

​

​

Fair Value Discount (8)

​

​

(16,239)

​

​

​

​

​

​

​

​

​

​

Investment in Trust Preferred Capital Securities

​

​

5,542

​

​

​

​

​

​

​

​

​

​

Total Long-term Borrowings

​

$

418,303

​

​

​

​

​

​

​

​

​

​

⁽¹⁾ Three-Month Chicago Mercantile Exchange SOFR + 0.262%.

⁽²⁾ Three-Month Chicago Mercantile Exchange SOFR.

⁽³⁾ Rate as of December 31, 2024. Calculated using non-rounded numbers.

⁽⁴⁾ Represents the junior subordinated debentures owned by the Company in trust and is reported in “Other assets” on the Company’s Consolidated Balance Sheets.

⁽⁵⁾ Acquired in the American National acquisition and adjusted to fair value at the time of acquisition.

⁽⁶⁾ Trust Preferred Capital Securities and Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

⁽⁷⁾ Fixed-to-floating rate notes. On December 15, 2026, the interest changes to a floating rate of the then current Three-Month Term SOFR plus a spread of 186 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after December 15, 2026.

​

⁽⁸⁾ Remaining discounts of $14.0 million and $2.2 million on Trust Preferred Capital Securities and Subordinated Debt, respectively.

​

As of June 30, 2025, the scheduled maturities of long-term debt are as follows for the years ending (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Trust

​

​

​

​

Preferred

​

​

Total

​

Capital

Subordinated

Fair Value

Long-term

​

Notes

Debt

Discount (1)

Borrowings

For the remaining six months of 2025

​

$

—

​

$

—

​

$

(6,444)

​

(6,444)

2026

​

—

​

—

​

(5,165)

​

(5,165)

2027

​

—

​

—

​

(2,485)

​

(2,485)

2028

​

​

—

​

​

—

​

​

(2,309)

​

(2,309)

2029

​

​

—

​

​

168,000

​

​

(2,198)

​

​

165,802

Thereafter

​

184,542

​

440,000

​

(8,525)

​

616,017

Total long-term borrowings

​

$

184,542

​

$

608,000

​

$

(27,126)

​

$

765,416

⁽¹⁾ Includes discount on Trust Preferred Capital Securities and Subordinated Debt.

​

-35-

Table of Contents

8. COMMITMENTS AND CONTINGENCIES

Litigation and Regulatory Matters
​

In the ordinary course of its operations, the Company and its subsidiaries are subject to loss contingencies related to legal and regulatory proceedings. The Company establishes accruals for those matters when a loss contingency is considered probable and the related amount is reasonably estimable. When applicable, the Company estimates loss contingencies and whether there is an accruable probable loss. When the Company is able to estimate such losses and when it is reasonably possible that the Company could incur losses in excess of the amounts accrued, the Company discloses the aggregate estimation of such possible losses.

As previously disclosed, on February 9, 2022, pursuant to the Consumer Financial Protection Bureau’s (“CFPB”) Notice and Opportunity to Respond and Advise process, the CFPB Office of Enforcement notified the Bank that it was considering recommending that the CFPB take legal action against the Bank in connection with alleged violations of Regulation E, 12 C.F.R. § 1005.17, and the Consumer Financial Protection Act, 12 U.S.C. §§ 5531 and 5536, in connection with the Bank’s overdraft practices and policies. In March 2023, the CFPB commenced settlement discussions with the Company to resolve the matter, and on December 7, 2023, the Bank entered into a Consent Order with the CFPB to resolve the matter.

As of June 30, 2025, the Company has maintained a probable and estimable liability in connection with this matter.

Financial Instruments with Off-Balance Sheet Risk
​

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized on the Company’s Consolidated Balance Sheets. The contractual amounts of these instruments reflect the extent of the Company’s involvement in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit written is represented by the contractual amount of these instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless noted otherwise, the Company does not require collateral or other security to support off-balance sheet instruments with credit risk. The Company considers credit losses related to off-balance sheet commitments by undergoing a similar process in evaluating losses for loans that are carried on the balance sheet. The Company considers historical loss and funding information, current and future economic conditions, risk ratings, and past due status among other factors in the consideration of expected credit losses in the Company’s off-balance sheet commitments to extend credit.

The Company also records an indemnification reserve based on historical statistics and loss rates related to mortgage loans previously sold, included in “Other Liabilities” on the Company’s Consolidated Balance Sheets. At June 30, 2025 and December 31, 2024, the Company’s reserve for unfunded commitments and indemnification reserve totaled $27.3 million and $15.3 million, respectively.

Commitments to extend credit are agreements to lend to customers as long as there are no violations of any conditions established in the contracts. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

Letters of credit are conditional commitments issued by the Company to guarantee the performance of customers to third parties. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers.

-36-

Table of Contents

The following table presents the balances of commitments and contingencies as of the periods ended (dollars in thousands):

​	​	​	​	​	​	​
​		June 30, 2025			December 31, 2024
Commitments with off-balance sheet risk:		​			​
Commitments to extend credit(1)	​	$	9,483,098	​	$	5,987,562
Letters of credit	​		226,035	​		145,985
Total commitments with off-balance sheet risk	​	$	9,709,133	​	$	6,133,547

⁽¹⁾ Includes unfunded overdraft protection.

​

As of June 30, 2025, the Company had approximately $141.8 million in deposits in other financial institutions of which $100.2 million served as collateral for cash flow, fair value and loan swap derivatives. As of December 31, 2024, the Company had approximately $184.6 million in deposits in other financial institutions of which $134.7 million served as collateral for cash flow, fair value and loan swap derivatives. The Company had approximately $38.5 million and $47.2 million, respectively, in deposits in other financial institutions that were uninsured at June 30, 2025 and December 31, 2024. At least annually, the Company’s management evaluates the loss risk of its uninsured deposits in financial counterparties.

For asset/liability management purposes, the Company uses interest rate contracts to hedge various exposures or to modify the interest rate characteristics of various balance sheet accounts. For the over-the-counter derivatives cleared with the central clearinghouses, the variation margin is treated as a settlement of the related derivatives fair values. Refer to Note 9 “Derivatives” within this Item 1 of this Quarterly Report for additional information.

As part of the Company’s liquidity management strategy, the Company pledges collateral to secure various financing and other activities that occur during the normal course of business. The Company has recently increased its borrowing capacity at the FHLB and FRB since secured borrowing facilities provide the most reliable sources of funding, especially during times of market turbulence and financial distress. The following tables present the types of collateral pledged as of the periods ended (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pledged Assets as of June 30, 2025

​

​

​

​

​

​

AFS

HTM

​

​

​

​

​

​

Cash

​

Securities (1)

​

Securities (1)

​

Loans (2)

​

Total

Public deposits

​

$

—

​

$

978,585

​

$

593,439

​

$

—

​

$

1,572,024

Repurchase agreements

​

—

​

158,384

​

—

​

—

​

158,384

FHLB advances

​

—

​

553,208

​

9,498

​

8,451,081

​

9,013,787

Derivatives

​

100,203

​

63,653

​

—

​

—

​

163,856

Federal Reserve Discount Window

​

​

—

​

​

—

​

​

—

​

​

4,970,761

​

​

4,970,761

Other purposes

​

—

​

​

42,836

​

​

—

​

​

—

​

​

42,836

Total pledged assets

​

$

100,203

​

$

1,796,666

​

$

602,937

​

$

13,421,842

​

$

15,921,648

⁽¹⁾ Balance represents market value.

⁽²⁾ Balance represents book value.

​

-37-

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Pledged Assets as of December 31, 2024

​

​

​

​

​

​

AFS

HTM

​

​

​

​

​

​

Cash

​

Securities (1)

​

Securities (1)

​

Loans (2)

​

Total

Public deposits

​

$

—

​

$

771,486

​

$

601,421

​

$

—

​

$

1,372,907

Repurchase agreements

​

—

​

93,667

​

—

​

—

​

93,667

FHLB advances

​

—

​

579,947

​

9,417

​

4,089,049

​

4,678,413

Derivatives

​

134,668

​

62,199

​

—

​

—

​

196,867

Federal Reserve Discount Window

​

​

—

​

​

—

​

​

—

​

​

4,358,701

​

​

4,358,701

Other purposes

​

—

​

​

18,713

​

​

—

​

​

—

​

​

18,713

Total pledged assets

​

$

134,668

​

$

1,526,012

​

$

610,838

​

$

8,447,750

​

$

10,719,268

⁽¹⁾ Balance represents market value.

⁽²⁾ Balance represents book value.

​

​

9. DERIVATIVES

The Company has cash flow and fair value hedges that are derivatives designated as accounting hedges. The Company also has derivatives not designated as accounting hedges that include foreign exchange contracts, interest rate contracts, and Risk Participation Agreements. The Company’s mortgage banking derivatives do not have a material impact to the Company and are not included within the derivatives disclosures noted below.

The following table summarizes key elements of the Company’s derivative instruments as of the periods ended, segregated by derivatives that are considered accounting hedges and those that are not (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

December 31, 2024

​

​

​

​

​

Derivative (2)

​

​

​

​

Derivative (2)

​

Notional or

​

​

​

​

Notional or

​

​

​

​

​

​

Contractual

​

​

​

​

​

​

​

Contractual

​

​

​

​

​

​

​

​

Amount (1)

​

Assets

​

Liabilities

​

Amount (1)

​

Assets

​

Liabilities

Derivatives designated as accounting hedges:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest rate contracts: (3)

​

​

​

​

​

​

​

​

​

Cash flow hedges

​

$

900,000

​

$

1,266

​

$

1,532

​

$

900,000

​

$

—

​

$

6,467

Fair value hedges:

​

​

​

​

​

​

​

​

​

​

​

​

Loans

​

​

70,257

​

​

898

​

​

—

​

​

72,807

​

​

1,469

​

​

—

Securities

​

​

50,000

​

​

606

​

​

—

​

​

50,000

​

​

1,157

​

​

—

Derivatives not designated as accounting hedges:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest rate contracts (3)(4)

​

8,511,903

​

106,793

​

173,678

​

7,529,494

​

94,772

​

192,683

Foreign exchange contracts

​

​

16,421

​

​

110

​

​

1,849

​

​

12,449

​

​

47

​

​

398

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash collateral (received)/pledged (5)

​

$

—

​

$

(15,632)

​

$

—

​

$

—

​

$

(15,685)

​

$

—

⁽¹⁾ Notional amounts are not recorded on the Company’s Consolidated Balance Sheets and are generally used only as a basis on which interest and other payments are determined.

⁽²⁾ Balances represent fair value of derivative financial instruments.

⁽³⁾ The Company’s cleared derivatives are classified as a single-unit of accounting, resulting in the fair value of the designated swap being reduced by the variation margin, which is treated as settlement of the related derivatives fair value for accounting purposes and is reported on a net basis.

⁽⁴⁾ Includes Risk Participation Agreements.

⁽⁵⁾ The fair value of derivative assets and liabilities is presented on a gross basis. The Company has not applied collateral netting; as such the amounts of cash collateral received or pledged are not offset against the derivative assets and derivative liabilities in the Consolidated Balance Sheets. Cash collateral received or pledged are included in “Interest-bearing deposits in other banks” on the Company’s Consolidated Balance Sheets.

​

-38-

Table of Contents

The following table summarizes the carrying value of the Company’s hedged assets in fair value hedges and the associated cumulative basis adjustments included in those carrying values as of the periods ended (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

December 31, 2024

​

​

​

Cumulative

​

Cumulative

​

​

​

​

​

Amount of Basis

​

​

​

Amount of Basis

​

​

​

​

​

Adjustments

​

​

​

Adjustments

​

​

​

​

​

Included in the

​

​

​

Included in the

​

​

Carrying Amount

​

Carrying

​

Carrying Amount

​

Carrying

​

​

of Hedged

​

Amount of the

​

of Hedged

​

Amount of the

​

​

Assets/(Liabilities)

​

Hedged

​

Assets/(Liabilities)

​

Hedged

​

​

Amount (1)

Assets/(Liabilities)

​

Amount (1)

Assets/(Liabilities)

Line items on the Consolidated Balance Sheets in which the hedged item is included:

​

​

​

​

Securities available-for-sale (1) (2)

​

$

71,113

​

$

(595)

​

$

73,603

​

$

(1,150)

Loans (3)

​

70,257

​

(8,264)

​

72,807

​

(10,063)

​

⁽¹⁾ These amounts include the amortized cost basis of the investment securities designated in hedging relationships for which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. The amount of the designated hedged item at June 30, 2025 and December 31, 2024 totaled $50 million.

⁽²⁾ Carrying value represents amortized cost.

⁽³⁾ The fair value of the swaps associated with the derivative related to hedged items at June 30, 2025 and December 31, 2024 was an unrealized gain of $8.4 million and $10.2 million, respectively.

​

10. STOCKHOLDERS’ EQUITY

Forward Sale Agreements

On October 21, 2024, in connection with the execution of the Sandy Spring merger agreement, the Company entered into an initial forward sale agreement with Morgan Stanley & Co. LLC (the “Forward Purchaser”) relating to an aggregate of 9,859,155 shares of the Company’s common stock. On October 21, 2024, the Company priced the public offering of shares of the Company’s common stock in connection with such forward sale agreement and entered into an underwriting agreement with Morgan Stanley & Co. LLC, as representative for the underwriters named therein, the Forward Purchaser and Morgan Stanley & Co. LLC as forward seller (the “Forward Seller”), relating to the registered public offering and sale of 9,859,155 shares of the Company’s common stock at a public offering price of $35.50 per share (before underwriting discounts and commissions). The underwriters were granted a 30-day option to purchase up to an additional 1,478,873 shares of the Company’s common stock. On October 21, 2024, the underwriters exercised in full their option to purchase the additional 1,478,873 shares of the Company’s common stock pursuant to the underwriting agreement and, in connection therewith, the Company entered into an additional forward sale agreement with the Forward Purchaser relating to 1,478,873 shares of the Company’s common stock, on terms substantially similar to those contained in the initial forward sale agreement (such additional forward sale agreement together with the initial forward sale agreement, the “Forward Sale Agreements”).

On April 1, 2025, the Company physically settled in full the Forward Sale Agreements by delivering 11,338,028 shares of the Company’s common stock to the Forward Purchaser. The Company received net proceeds from such sale of shares of the Company’s common stock and full physical settlement of the Forward Sale Agreements, before expenses, of approximately $385.0 million.

​

-39-

Table of Contents

Share Repurchase Programs
​

The Company’s share repurchase program activity is dependent on management’s determination of its capital deployment needs, subject to market, economic, and regulatory conditions. Authorized repurchase programs allow the Company to repurchase its common stock through either open market transactions or privately negotiated transactions. During the quarters ended June 30, 2025 and 2024, there were no active share repurchase programs.

Series A Preferred Stock
​

On June 9, 2020, the Company issued and sold 6,900,000 depositary shares, each representing a 1/400th ownership interest in a share of its Series A preferred stock, with a liquidation preference of $10,000 per share of Series A preferred stock (equivalent to $25 per depositary share), including 900,000 depositary shares pursuant to the exercise in full by the underwriters of their option to purchase additional depositary shares.

​

Accumulated Other Comprehensive Income (Loss)
​

The change in AOCI for the three and six months ended June 30, 2025 is summarized as follows, net of tax (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unrealized Gains

​

​

​

​

​

​

​

​

​

​

​

​

(Losses)

​

​

​

​

​

​

​

​

​

​

​

Unrealized

​

for AFS

​

​

​

​

Unrealized

​

​

​

​

​

Gains (Losses)

​

Securities

​

Change in Fair

​

Gains

​

​

​

​

​

on AFS

​

Transferred to

​

Value of Cash

​

(Losses) on

​

​

​

​

​

Securities

​

HTM

​

Flow Hedge

​

BOLI

​

Total

AOCI (loss) – March 31, 2025

​

$

(301,307)

​

$

—

​

$

(32,742)

​

$

334

​

$

(333,715)

Other comprehensive (loss) income:

​

​

​

​

​

​

​

​

​

​

​

​

Other comprehensive income before reclassification

​

6,946

​

​

—

​

​

6,202

​

​

—

​

13,148

Amounts reclassified from AOCI into earnings

​

(12)

​

​

—

​

​

—

​

​

(207)

​

(219)

Net current period other comprehensive income (loss)

​

6,934

​

—

​

6,202

​

(207)

​

12,929

AOCI (loss) – June 30, 2025

​

$

(294,373)

​

$

—

​

$

(26,540)

​

$

127

​

$

(320,786)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unrealized Gains

​

​

​

​

​

​

​

​

​

​

​

​

(Losses)

​

​

​

​

​

​

​

​

​

​

​

Unrealized

​

for AFS

​

​

​

​

Unrealized

​

​

​

​

​

Gains (Losses)

​

Securities

​

Change in Fair

​

Gains

​

​

​

​

​

on AFS

​

Transferred to

​

Value of Cash

​

(Losses) on

​

​

​

​

​

Securities

​

HTM

​

Flow Hedge

​

BOLI

​

Total

AOCI (loss) – December 31, 2024

​

$

(317,142)

​

$

—

​

$

(43,078)

​

$

534

​

$

(359,686)

Other comprehensive (loss) income:

​

​

​

​

​

​

​

​

​

​

​

​

Other comprehensive income (loss) before reclassification

​

22,702

​

​

—

​

​

16,538

​

​

(10)

​

39,230

Amounts reclassified from AOCI into earnings

​

67

​

​

—

​

​

—

​

​

(397)

​

(330)

Net current period other comprehensive income (loss)

​

22,769

​

—

​

16,538

​

(407)

​

38,900

AOCI (loss) – June 30, 2025

​

$

(294,373)

​

$

—

​

$

(26,540)

​

$

127

​

$

(320,786)

​

​

-40-

Table of Contents

The change in AOCI for the three and six months ended June 30, 2024 is summarized as follows, net of tax (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unrealized Gain

​

​

​

​

​

​

​

​

​

​

​

​

(Losses)

​

​

​

​

​

​

​

​

​

​

​

Unrealized

​

for AFS

​

​

​

​

Unrealized

​

​

​

​

​

Gains (Losses)

​

Securities

​

Change in Fair

​

Gains

​

​

​

​

​

on AFS

​

Transferred to

​

Value of Cash

​

(Losses)

​

​

​

​

​

Securities

​

HTM

​

Flow Hedge

​

on BOLI

​

Total

AOCI (loss) – March 31, 2024

​

$

(323,035)

​

$

4

​

$

(52,418)

​

$

1,151

​

$

(374,298)

Other comprehensive (loss) income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other comprehensive loss before reclassification

​

(12,917)

​

​

—

​

​

(357)

​

​

—

​

​

(13,274)

Amounts reclassified from AOCI into earnings

​

5,148

​

​

(3)

​

​

—

​

​

(160)

​

​

4,985

Net current period other comprehensive loss

​

(7,769)

​

(3)

​

(357)

​

(160)

​

(8,289)

AOCI (loss) – June 30, 2024

​

$

(330,804)

​

$

1

​

$

(52,775)

​

$

991

​

$

(382,587)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Unrealized Gain

​

​

​

​

​

​

​

​

​

​

​

​

(Losses)

​

​

​

​

​

​

​

​

​

​

​

Unrealized

​

for AFS

​

​

​

​

Unrealized

​

​

​

​

​

Gains (Losses)

​

Securities

​

Change in Fair

​

Gains

​

​

​

​

​

on AFS

​

Transferred to

​

Value of Cash

​

(Losses)

​

​

​

​

​

Securities

​

HTM

​

Flow Hedge

​

on BOLI

​

Total

AOCI (loss) – December 31, 2023

​

$

(302,532)

​

$

6

​

$

(42,165)

​

$

1,342

​

$

(343,349)

Other comprehensive (loss) income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Other comprehensive loss before reclassification

​

(33,417)

​

​

—

​

​

(10,610)

​

​

(16)

​

​

(44,043)

Amounts reclassified from AOCI into earnings

​

5,145

​

​

(5)

​

​

—

​

​

(335)

​

​

4,805

Net current period other comprehensive loss

​

(28,272)

​

(5)

​

(10,610)

​

(351)

​

(39,238)

AOCI (loss) – June 30, 2024

​

$

(330,804)

​

$

1

​

$

(52,775)

​

$

991

​

$

(382,587)

​

​

​

​

-41-

Table of Contents

11. FAIR VALUE MEASUREMENTS

The Company follows ASC 820, Fair Value Measurement to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. ASC 820 clarifies that fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants.

ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The three levels of the fair value hierarchy under ASC 820 based on these two types of inputs are as follows:

Level 1  Valuation is based on quoted prices in active markets for identical assets and liabilities.

Level 2  Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the markets.

Level 3  Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market. These unobservable inputs reflect the Company’s assumptions about what market participants would use and information that is reasonably available under the circumstances without undue cost and effort.

Assets and Liabilities Measured at Fair Value on a Recurring Basis
​

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements.

● AFS Securities: AFS securities are recorded at fair value on a recurring basis. The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2. The Company has contracted with a third-party portfolio accounting service vendor for valuation of its securities portfolio; no material differences were identified during the valuation for periods ended June 30, 2025 and December 31, 2024.
​

The carrying value of restricted FRB and FHLB stock approximates fair value based on the redemption provisions of each entity and is therefore excluded from the table below.

● Loans Held for Sale: Residential loans originated for sale in the open market are carried at fair value. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). Gains and losses on the sale of loans are recorded in current period earnings as a component of “Mortgage banking income” on the Company’s Consolidated Statements of Income.

​

-42-

Table of Contents

● Derivative Instruments: The Company records derivative instruments at fair value on a recurring basis. The Company utilizes derivative instruments as part of the management of interest rate risk to modify the re-pricing characteristics of certain portions of the Company’s interest-bearing assets and liabilities, as well as to manage the Company’s exposure to credit risk related to the borrower’s performance under interest rate derivatives. The Company has contracted with a third-party vendor to provide valuations for derivatives using standard valuation techniques and therefore classifies such valuations as Level 2. Third-party valuations are validated by the Company using the Bloomberg Valuation Service’s derivative pricing functions. The Company determines the fair value of rate lock commitments, delivery contracts, and forward sales contracts of MBS by measuring the change in the value of the underlying asset, while taking into consideration the probability that the rate lock commitments will close or be funded. No significant differences were identified during the valuations as of June 30, 2025 and December 31, 2024. The Company has considered counterparty credit risk in the valuation of its derivative assets and has considered its own credit risk in the valuation of its derivative liabilities.

​

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis as of the periods ended (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements at June 30, 2025 using

​

​

​

Significant

​

​

​

​

​

​

Quoted Prices in

​

Other

​

Significant

​

​

​

​

​

Active Markets for

​

Observable

​

Unobservable

​

​

​

​

​

Identical Assets

​

Inputs

​

Inputs

​

​

​

​

​

Level 1

​

Level 2

​

Level 3

​

Balance

ASSETS

​

​

​

​

​

AFS securities:

​

​

​

​

​

U.S. government and agency securities

​

$

137,093

​

$

18,116

​

$

—

​

$

155,209

Obligations of states and political subdivisions

​

—

​

466,863

​

—

​

466,863

Corporate and other bonds(1)

​

—

​

261,235

​

—

​

261,235

MBS

​

—

​

2,924,065

​

—

​

2,924,065

Other securities

​

—

​

1,909

​

—

​

1,909

LHFS

​

—

​

32,987

​

—

​

32,987

Financial Derivatives(2)

​

—

​

109,673

​

—

​

109,673

​

​

​

​

​

​

​

​

​

​

​

​

​

LIABILITIES

​

​

​

​

​

​

​

​

​

​

​

​

Financial Derivatives(2)

​

$

—

​

$

177,059

​

$

—

​

$

177,059

⁽¹⁾ Other bonds include asset-backed securities.

⁽²⁾ Includes hedged and non-hedged derivatives.

​

​

​

-43-

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements at December 31, 2024 using

​

​

​

Significant

​

​

​

​

​

​

Quoted Prices in

​

Other

​

Significant

​

​

​

​

​

Active Markets for

​

Observable

​

Unobservable

​

​

​

​

​

Identical Assets

​

Inputs

​

Inputs

​

​

​

​

​

Level 1

​

Level 2

​

Level 3

​

Balance

ASSETS

​

​

​

​

​

AFS securities:

​

​

​

​

​

U.S. government and agency securities

​

$

62,199

​

$

3,814

​

$

—

​

$

66,013

Obligations of states and political subdivisions

​

—

​

468,337

​

—

​

468,337

Corporate and other bonds(1)

​

—

​

244,712

​

—

​

244,712

MBS

​

—

​

1,661,244

​

—

​

1,661,244

Other securities

​

—

​

1,860

​

—

​

1,860

LHFS

​

—

​

9,420

​

—

​

9,420

Financial Derivatives(2)

​

—

​

97,445

​

—

​

97,445

​

​

​

​

​

​

​

​

​

​

​

​

​

LIABILITIES

​

​

​

​

​

​

​

​

​

​

​

​

Financial Derivatives(2)

​

$

—

​

$

199,548

​

$

—

​

$

199,548

⁽¹⁾ Other bonds include asset-backed securities.

⁽²⁾ Includes hedged and non-hedged derivatives.

​

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
​

Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets after they are evaluated for impairment. The primary assets accounted for at fair value on a nonrecurring basis are related to LHFS, foreclosed properties, former bank premises, and collateral-dependent loans that are individually assessed. When the asset is secured by real estate, the Company measures the fair value utilizing an income or market valuation approach based on an appraisal conducted by an independent, licensed appraiser using observable market data. Management may discount the value from the appraisal in determining the fair value if, based on its understanding of the market conditions, the collateral had been impaired below the appraised value (Level 3). The nonrecurring valuation adjustments for these assets did not have a significant impact on the Company’s consolidated financial statements.

The following tables summarize the Company’s financial assets that were measured on a nonrecurring basis as of the periods ended (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements at June 30, 2025 using

​

​

​

Significant

​

​

​

​

​

​

Quoted Prices in

​

Other

​

Significant

​

​

​

​

​

Active Markets for

​

Observable

​

Unobservable

​

​

​

​

​

Identical Assets

​

Inputs

​

Inputs

​

​

​

​

​

Level 1

​

Level 2

​

Level 3

​

Balance

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

Individually assessed loans(1)

​

$

—

​

$

—

​

$

19,150

​

$

19,150

⁽¹⁾ Net of reserves of $19.7 million related to collateral dependent loans as of June 30, 2025.

​

​

​

​

​

-44-

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements at December 31, 2024 using

​

​

​

Significant

​

​

​

​

​

​

Quoted Prices in

​

Other

​

Significant

​

​

​

​

​

Active Markets for

​

Observable

​

Unobservable

​

​

​

​

​

Identical Assets

​

Inputs

​

Inputs

​

​

​

​

​

Level 1

​

Level 2

​

Level 3

​

Balance

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

Individually assessed loans(1)

​

$

—

​

$

—

​

$

14,636

​

$

14,636

⁽¹⁾ Net of reserves of $13.1 million related to collateral dependent loans as of December 31, 2024.

​

​

Fair Value of Financial Instruments
​

ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments for interim periods and excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

● Cash and Cash Equivalents: The carrying amount is a reasonable estimate of fair value.

● HTM Securities: The Company’s investment portfolio is primarily valued using fair value measurements that are considered to be Level 2; however, there are a few investments that are considered to be Level 3. The Company has contracted with a third-party portfolio accounting service vendor for valuation of its securities portfolio; no material differences were identified during the valuations as of June 30, 2025 and December 31, 2024.

● Loans and Leases: The fair value of loans and leases were estimated using an exit price, representing the amount that would be expected to be received if the Company sold the loans and leases. The fair value of performing loans and leases were estimated through use of discounted cash flows. Credit loss assumptions were based on market probability of default/loss given default for loan and lease cohorts. The discount rate was based primarily on recent market origination rates. Fair value of loans and leases individually assessed and their respective levels within the fair value hierarchy are described in the previous section related to fair value measurements of assets that are measured on a nonrecurring basis.

● Accrued Interest: The carrying amounts of accrued interest approximate fair value.

● Bank Owned Life Insurance: The carrying value of BOLI approximates fair value. The Company records these policies at their cash surrender value, which is estimated using information provided by insurance carriers.

● Deposits: The fair value of demand deposits, savings accounts, brokered deposits, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of certificates of deposits were valued using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period.

● Borrowings: The carrying amounts of federal funds purchased, borrowings under repurchase agreements and any other short-term borrowings approximate their fair value. The fair values of the Company’s long-term borrowings, including trust preferred securities are estimated using discounted cash flow analyses, based on the current incremental borrowing rates for similar types of borrowing arrangements.

​

​

-45-

Table of Contents

The carrying values and estimated fair values of the Company’s financial instruments as of the periods ended are as follows (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements at June 30, 2025 using

​

​

​

Quoted Prices

Significant

​

​

​

​

​

​

​

​

​

in Active

​

Other

​

Significant

​

​

​

​

​

​

​

​

Markets for

​

Observable

​

Unobservable

​

Total Fair

​

​

​

​

​

Identical Assets

​

Inputs

​

Inputs

​

Value

​

​

Carrying

​

​

​

​

​

​

​

​

​

​

​

​

​

Value

​

Level 1

​

Level 2

​

Level 3

​

Balance

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

$

1,588,648

​

$

1,588,648

​

$

—

​

$

—

​

$

1,588,648

AFS securities

​

3,809,281

​

137,093

​

3,672,188

​

—

​

3,809,281

HTM securities

​

827,135

​

—

​

777,015

​

910

​

777,925

Restricted stock

​

140,606

​

—

​

140,606

​

—

​

140,606

LHFS

​

32,987

​

—

​

32,987

​

—

​

32,987

LHFI, net of deferred fees and costs

​

27,328,333

​

—

​

—

​

26,928,260

​

26,928,260

Financial Derivatives (1)

​

109,673

​

—

​

109,673

​

—

​

109,673

Accrued interest receivable

​

130,853,997

​

—

​

130,853,997

​

—

​

130,853,997

BOLI

​

665,477

​

—

​

665,477

​

—

​

665,477

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LIABILITIES

​

​

​

​

​

Deposits

​

$

30,972,175

​

$

—

​

$

30,956,133

​

$

—

​

$

30,956,133

Borrowings

​

892,767

​

—

​

807,087

​

—

​

807,087

Accrued interest payable

​

24,293,811

​

—

​

24,293,811

​

—

​

24,293,811

Financial Derivatives (1)

​

177,059

​

—

​

177,059

​

—

​

177,059

⁽¹⁾ Includes hedged and non-hedged derivatives.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements at December 31, 2024 using

​

​

​

​

​

Quoted Prices

​

Significant

​

​

​

​

​

​

​

​

​

​

​

in Active

​

Other

​

Significant

​

​

​

​

​

​

​

​

Markets for

​

Observable

​

Unobservable

​

Total Fair

​

​

​

​

​

Identical Assets

​

Inputs

​

Inputs

​

Value

​

​

Carrying

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Value

​

Level 1

​

Level 2

​

Level 3

​

Balance

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

$

354,074

​

$

354,074

​

$

—

​

$

—

​

$

354,074

AFS securities

​

2,442,166

​

62,199

​

2,379,967

​

—

​

2,442,166

HTM securities

​

803,851

​

—

​

758,400

​

935

​

759,335

Restricted stock

​

102,954

​

—

​

102,954

​

—

​

102,954

LHFS

​

9,420

​

—

​

9,420

​

—

​

9,420

LHFI, net of deferred fees and costs

​

18,470,621

​

—

​

—

​

17,896,688

​

17,896,688

Financial Derivatives (1)

​

97,445

​

—

​

97,445

​

—

​

97,445

Accrued interest receivable

​

92,541

​

—

​

92,541

​

—

​

92,541

BOLI

​

493,396

​

—

​

493,396

​

—

​

493,396

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

LIABILITIES

​

​

​

​

​

Deposits

​

$

20,397,619

​

$

—

​

$

20,393,673

​

$

—

​

$

20,393,673

Borrowings

​

534,578

​

—

​

471,671

​

—

​

471,671

Accrued interest payable

​

26,214

​

—

​

26,214

​

—

​

26,214

Financial Derivatives (1)

​

199,548

​

—

​

199,548

​

—

​

199,548

⁽¹⁾ Includes hedged and non-hedged derivatives.

​

​

-46-

Table of Contents

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. Borrowers with fixed rate obligations, however, are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

​

12. INCOME TAXES

The Company’s effective tax rate for the three months ended June 30, 2025 and 2024 was (13.2%) and 31.2%, respectively, and the effective tax rate for the six months ended June 30, 2025 and 2024 was 11.9% and 22.3%, respectively. The decreases in the effective tax rate for both the three and six months ended June 30, 2025 reflects the impact of a $8.0 million income tax benefit recorded in the second quarter of 2025 related to the Company re-evaluating its state deferred tax asset, as a result of the Sandy Spring acquisition, as well as the impact of the $4.8 million valuation allowance established during the second quarter of 2024.

​

As of each reporting date, the Company considers existing evidence, both positive and negative, that could impact the Company’s view regarding the future realization of deferred tax assets. The Company’s valuation allowance was $11.1 million and $4.4 million as of June 30, 2025 and December 31, 2024, respectively. The increase in the valuation allowance was due to the Sandy Spring acquisition and Sandy Spring’s historical valuation allowance relating to net operating losses in certain state filing jurisdictions.

​

On July 4, 2025, new tax legislation referred to as the One Big Beautiful Bill Act was enacted into law by the federal government. In accordance with ASC 740, Income Taxes, the Company will recognize the total effect of tax law changes on deferred tax balances, including related valuation allowances, as a discrete event in the quarter ended September 30, 2025, the interim period in which the law was enacted.

​

​

​

​

-47-

Table of Contents

13. EARNINGS PER SHARE

Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common shares outstanding during the period, including the effect of dilutive potential common shares outstanding attributable to stock awards and incremental shares related to the Forward Sale Agreements, and excluding weighted shares outstanding for which the results would have been anti-dilutive. See Note 10 “Stockholder’s Equity” in Part I, Item I of this Quarterly Report for more information on the Forward Sale Agreements.

The following table presents basic and diluted EPS calculations for the three and six months ended June 30, (dollars in thousands except per share data):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

​

​

2025

​

2024

​

2025

​

2024

Net Income

​

​

​

​

​

​

​

​

​

​

​

​

Net Income

​

$

19,791

​

$

25,161

​

$

69,610

​

$

74,930

Less: Preferred Stock Dividends

​

​

2,967

​

​

2,967

​

​

5,934

​

​

5,934

Net income available to common shareholders

​

$

16,824

​

$

22,194

​

$

63,676

​

$

68,996

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding, basic

​

141,680

​

89,768

​

115,596

​

82,483

Dilutive effect of stock awards and forward equity sale agreements

​

58

​

—

​

461

​

—

Weighted average shares outstanding, diluted

​

141,738

​

89,768

​

116,057

​

82,483

​

​

​

​

​

​

​

​

​

​

​

​

​

Earnings per common share, basic

​

$

0.12

​

$

0.25

​

$

0.55

​

$

0.84

Earnings per common share, diluted

​

$

0.12

​

$

0.25

​

$

0.55

​

$

0.84

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

-48-

Table of Contents

14. SEGMENT REPORTING AND REVENUE

Operating Segments

​

The Company has two reportable operating segments, Wholesale Banking and Consumer Banking, with corporate support functions and intercompany eliminations being presented within Corporate Other.

​

The following table presents and reconciles income before income taxes compared to the Consolidated Statements of Income. Income before income taxes for the three months ended June 30, 2025 and 2024 totaled $17.5 million and $36.6 million, respectively. Income before income taxes for the six months ended June 30, 2025 and 2024 totaled $79.0 million and $96.5 million, respectively. The information is disaggregated by major source and reportable operating segment for the three and six months ended June 30, (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended:

​

Wholesale Banking

​

Consumer Banking

​

Corporate Other

​

Total

2025

​

​

​

​

​

​

​

​

​

​

​

​

Interest and dividend income

​

$

443,315

​

$

248,482

​

$

(181,425)

​

$

510,372

Interest expense

​

284,936

​

​

135,631

​

​

(231,566)

​

​

189,001

Net interest income

​

​

158,379

​

​

112,851

​

​

50,141

​

​

321,371

Provision for credit losses

​

80,022

​

​

25,685

​

​

—

​

​

105,707

Net interest income after provision for credit losses

​

78,357

​

​

87,166

​

​

50,141

​

​

215,664

Noninterest income

​

23,652

​

​

19,661

​

​

38,209

​

​

81,522

Noninterest expenses

​

84,593

​

​

98,515

​

​

96,590

​

​

279,698

Income before income taxes

​

$

17,416

​

$

8,312

​

$

(8,240)

​

$

17,488

2024

​

​

​

​

​

​

​

​

​

​

​

​

Interest and dividend income

​

$

314,460

​

$

154,739

​

$

(148,311)

​

$

320,888

Interest expense

​

219,512

​

​

78,730

​

​

(161,888)

​

​

136,354

Net interest income

​

​

94,948

​

$

76,009

​

$

13,577

​

$

184,534

Provision for credit losses

​

20,221

​

​

1,539

​

​

(9)

​

​

21,751

Net interest income after provision for credit losses

​

74,727

​

​

74,470

​

​

13,586

​

​

162,783

Noninterest income

​

10,777

​

​

15,254

​

​

(2,219)

​

​

23,812

Noninterest expenses

​

48,450

​

​

65,099

​

​

36,456

​

​

150,005

Income before income taxes

​

$

37,054

​

$

24,625

​

$

(25,089)

​

$

36,590

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Six Months Ended:

​

Wholesale Banking

​

Consumer Banking

​

Corporate Other (1)

​

Total

2025

​

​

​

​

​

​

​

​

​

​

​

​

Interest and dividend income

​

$

740,302

​

$

404,624

​

$

(328,718)

​

$

816,208

Interest expense

​

482,583

​

​

215,990

​

​

(387,901)

​

​

310,672

Net interest income

​

​

257,719

​

​

188,634

​

​

59,183

​

​

505,536

Provision for credit losses

​

95,067

​

​

28,278

​

​

—

​

​

123,345

Net interest income after provision for credit losses

​

162,652

​

​

160,356

​

​

59,183

​

​

382,191

Noninterest income

​

35,451

​

​

34,295

​

​

40,939

​

​

110,685

Noninterest expenses

​

139,805

​

​

166,082

​

​

107,995

​

​

413,882

Income before income taxes

​

$

58,298

​

$

28,569

​

$

(7,873)

​

$

78,994

2024

​

​

​

​

​

​

​

​

​

​

​

​

Interest and dividend income

​

$

588,214

​

$

290,757

​

$

(295,169)

​

$

583,802

Interest expense

​

412,392

​

​

145,511

​

​

(306,459)

​

​

251,444

Net interest income

​

​

175,822

​

​

145,246

​

​

11,290

​

​

332,358

Provision for credit losses

​

25,587

​

​

4,411

​

​

(9)

​

​

29,989

Net interest income after provision for credit losses

​

150,235

​

​

140,835

​

​

11,299

​

​

302,369

Noninterest income

​

19,140

​

​

27,869

​

​

2,356

​

​

49,365

Noninterest expenses

​

92,405

​

​

120,978

​

​

41,896

​

​

255,279

Income before income taxes

​

$

76,970

​

$

47,726

​

$

(28,241)

​

$

96,455

​

​

-49-

Table of Contents

The following table presents the Company’s operating segment results for key balance sheet metrics as of the periods ended (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Wholesale Banking

​

Consumer Banking

​

Corporate Other

​

Total

June 30, 2025

​

​

​

​

​

​

​

​

​

​

​

​

LHFI, net of deferred fees and costs (1) (2)

​

$

22,889,472

​

$

5,228,222

​

$

(789,361)

​

$

27,328,333

Goodwill (3) (5)

​

​

1,237,585

​

​

473,327

​

​

—

​

​

1,710,912

Deposits (4)

​

​

11,733,733

​

​

17,908,932

​

​

1,329,510

​

​

30,972,175

December 31, 2024

​

​

​

​

​

​

​

​

​

​

​

​

LHFI, net of deferred fees and costs (1)

​

$

15,514,640

​

$

3,085,207

​

$

(129,226)

​

$

18,470,621

Goodwill (5)

​

​

850,035

​

​

364,018

​

​

—

​

​

1,214,053

Deposits

​

​

7,193,403

​

​

11,899,197

​

​

1,305,019

​

​

20,397,619

⁽¹⁾ Corporate Other includes acquisition accounting fair value adjustments.

⁽²⁾ Includes a reallocation of $10.3 million of LHFI from the Consumer Banking segment to the Wholesale Banking segments as part of the Company’s customer relationship annual review process that occurred during the first quarter of 2025.

⁽³⁾ Wholesale Banking and Consumer Banking includes $387.6 million and $109.3 million, respectively, related to goodwill from the Sandy Spring acquisition. Refer to Note 2 “Acquisitions” and Note 5 “Goodwill & Intangible Assets” for more information.

⁽⁴⁾ Includes a reallocation of $198.2 million of deposits from the Consumer Banking segment to the Wholesale Banking segments as part of the Company’s customer relationship annual review process that occurred during the first quarter of 2025.

⁽⁵⁾ Wholesale Banking and Consumer Banking includes $210.8 million and $78.0 million, respectively, related to goodwill from the American National acquisition. Refer to Note 2 “Acquisitions” and Note 5 “Goodwill & Intangible Assets” for more information.

​

Revenue

​

Noninterest income disaggregated by major source for the three and six months ended June 30, consisted of the following (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

Six Months Ended

​

​

2025

​

2024

2025

​

2024

Noninterest income:

​

​

​

​

​

Service charges on deposit accounts (1):

​

​

​

​

​

Overdraft fees

​

$

6,063

​

$

5,101

​

$

11,640

​

$

9,849

Maintenance fees & other

​

6,157

​

3,985

​

10,265

​

7,806

Other service charges, commissions, and fees (1)

​

2,245

​

1,967

​

4,007

​

3,698

Interchange fees (1)

​

3,779

​

3,126

​

6,727

​

5,420

Fiduciary and asset management fees (1):

​

​

​

​

​

​

​

​

Trust asset management fees

​

7,987

​

3,779

​

11,811

​

7,136

Registered advisor management fees

​

6,902

​

7

​

6,904

​

7

Brokerage management fees

​

2,834

​

3,121

​

5,705

​

4,602

Mortgage banking income

​

2,821

​

1,193

​

3,794

​

2,060

Gain (loss) on sale of securities

​

​

16

​

​

(6,516)

​

​

(87)

​

​

(6,513)

Bank owned life insurance income

​

7,327

​

3,791

​

10,864

​

7,037

Loan-related interest rate swap fees

​

1,733

​

1,634

​

4,133

​

2,850

Other operating income (2)

​

33,658

​

2,624

​

34,922

​

5,413

Total noninterest income

​

$

81,522

​

$

23,812

​

$

110,685

​

$

49,365

⁽¹⁾ Income within scope of ASC 606, Revenue from Contracts with Customers.

⁽²⁾ Includes a $15.7 million gain on CRE loan sale and a $14.3 million gain on sale of our equity interest in Cary Street Partners LLC (“CSP”) for the three and six months ended June 30, 2025.

​

-50-

Table of Contents

The following tables present noninterest income disaggregated by reportable operating segment for the three and six months ended June 30, (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended:

​

​

Wholesale Banking

​

Consumer Banking

​

Corporate Other (1)(2)

​

Total

2025

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest income:

​

​

​

​

​

Service charges on deposit accounts

​

​

$

4,271

​

$

7,949

​

$

—

​

$

12,220

Other service charges, commissions and fees

​

​

​

508

​

​

1,623

​

​

114

​

​

2,245

Fiduciary and asset management fees

​

​

​

15,758

​

​

1,965

​

​

—

​

​

17,723

Mortgage banking income

​

​

​

—

​

​

2,821

​

​

—

​

​

2,821

Other income

​

​

​

3,115

​

​

5,303

​

​

38,095

​

​

46,513

Total noninterest income

​

​

$

23,652

​

$

19,661

​

$

38,209

​

$

81,522

2024

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest income:

​

​

​

​

​

Service charges on deposit accounts

​

​

$

2,735

​

$

6,351

​

$

—

​

$

9,086

Other service charges, commissions and fees

​

​

​

416

​

​

1,568

​

​

(17)

​

​

1,967

Fiduciary and asset management fees

​

​

​

5,082

​

​

1,825

​

​

—

​

​

6,907

Mortgage banking income

​

​

​

—

​

​

1,193

​

​

—

​

​

1,193

Other income

​

​

​

2,544

​

​

4,317

​

​

(2,202)

​

​

4,659

Total noninterest income

​

​

$

10,777

​

$

15,254

​

$

(2,219)

​

$

23,812

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Six Months Ended:

​

​

Wholesale Banking

​

Consumer Banking

​

Corporate Other (1)(2)

​

Total

2025

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest income:

​

​

​

​

​

Service charges on deposit accounts

​

​

$

7,281

​

$

14,624

​

$

—

​

$

21,905

Other service charges, commissions and fees

​

​

​

904

​

​

2,988

​

​

115

​

​

4,007

Fiduciary and asset management fees

​

​

​

20,529

​

​

3,891

​

​

—

​

​

24,420

Mortgage banking income

​

​

​

—

​

​

3,794

​

​

—

​

​

3,794

Other income

​

​

​

6,737

​

​

8,998

​

​

40,824

​

​

56,559

Total noninterest income

​

​

$

35,451

​

$

34,295

​

$

40,939

​

$

110,685

2024

​

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest income:

​

​

​

​

​

Service charges on deposit accounts

​

​

$

5,346

​

$

12,309

​

$

—

​

$

17,655

Other service charges, commissions and fees

​

​

​

812

​

​

2,903

​

​

(17)

​

​

3,698

Fiduciary and asset management fees

​

​

​

8,368

​

​

3,377

​

​

—

​

​

11,745

Mortgage banking income

​

​

​

—

​

​

2,060

​

​

—

​

​

2,060

Other income

​

​

​

4,614

​

​

7,220

​

​

2,373

​

​

14,207

Total noninterest income

​

​

$

19,140

​

$

27,869

​

$

2,356

​

$

49,365

⁽¹⁾ For the three and six months ended June 30, 2024, other income primarily includes $6.5 million of losses incurred on AFS securities, income from BOLI, and equity method investment income.

⁽²⁾ For the three and six months ended June 30, 2025, other income primarily includes a $15.7 million gain on CRE loan sale, a $14.3 million gain on sale of our equity interest in CSP, and income from BOLI.

​

​

​

-51-

Table of Contents

The following tables present noninterest expense disaggregated by reportable operating segment for the three and six months ended June 30, (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended:

​

Wholesale Banking

​

Consumer Banking

​

Corporate Other

​

Total

2025

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest expenses:

​

​

​

​

​

​

​

​

​

​

​

​

Salaries and benefits

​

$

32,923

​

$

29,838

​

$

47,181

​

$

109,942

Occupancy expenses

​

​

410

​

​

7,534

​

​

4,838

​

​

12,782

Technology and data processing

​

​

1,342

​

​

392

​

​

15,514

​

​

17,248

Furniture and equipment expenses

​

​

64

​

​

1,296

​

​

4,984

​

​

6,344

Loan-related expenses

​

​

(253)

​

​

1,060

​

​

471

​

​

1,278

Other expenses (1)

​

​

50,107

​

​

58,395

​

​

23,602

​

​

132,104

Total noninterest expense

​

$

84,593

​

$

98,515

​

$

96,590

​

$

279,698

2024

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest expenses:

​

​

​

​

​

​

​

​

​

​

​

​

Salaries and benefits

​

$

17,983

​

$

18,684

​

$

31,864

​

$

68,531

Occupancy expenses

​

​

209

​

​

4,489

​

​

3,138

​

​

7,836

Technology and data processing

​

​

327

​

​

232

​

​

9,715

​

​

10,274

Furniture and equipment expenses

​

​

50

​

​

1,051

​

​

2,704

​

​

3,805

Loan-related expenses

​

​

203

​

​

851

​

​

221

​

​

1,275

Other expenses (1)

​

​

29,678

​

​

39,792

​

​

(11,186)

​

​

58,284

Total noninterest expense

​

$

48,450

​

$

65,099

​

$

36,456

​

$

150,005

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Six Months Ended:

​

Wholesale Banking

​

Consumer Banking

​

Corporate Other

​

Total

2025

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest expenses:

​

​

​

​

​

​

​

​

​

​

​

​

Salaries and benefits

​

$

53,607

​

$

49,774

​

$

81,976

​

$

185,357

Occupancy expenses

​

​

646

​

​

12,700

​

​

8,016

​

​

21,362

Technology and data processing

​

​

2,227

​

​

571

​

​

24,637

​

​

27,435

Furniture and equipment expenses

​

​

127

​

​

2,289

​

​

7,842

​

​

10,258

Loan-related expenses

​

​

(140)

​

​

1,835

​

​

832

​

​

2,527

Other expenses (1)

​

​

83,338

​

​

98,913

​

​

(15,308)

​

​

166,943

Total noninterest expense

​

$

139,805

​

$

166,082

​

$

107,995

​

$

413,882

2024

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest expenses:

​

​

​

​

​

​

​

​

​

​

​

​

Salaries and benefits

​

$

34,418

​

$

34,956

​

$

61,039

​

$

130,413

Occupancy expenses

​

​

430

​

​

8,443

​

​

5,589

​

​

14,462

Technology and data processing

​

​

638

​

​

413

​

​

17,350

​

​

18,401

Furniture and equipment expenses

​

​

88

​

​

1,827

​

​

5,199

​

​

7,114

Loan-related expenses

​

​

415

​

​

1,599

​

​

584

​

​

2,598

Other expenses (1)

​

​

56,416

​

​

73,740

​

​

(47,865)

​

​

82,291

Total noninterest expense

​

$

92,405

​

$

120,978

​

$

41,896

​

$

255,279

⁽¹⁾ Includes allocated expenses.

​

​

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15. SUBSEQUENT EVENTS

​

The Company’s management has evaluated subsequent events through August 5, 2025, the date the financial statements were issued.

​

On July 24, 2025, the Company’s Board of Directors declared a quarterly dividend on the outstanding shares of its Series A preferred stock. The Series A preferred stock is represented by depositary shares, each representing a 1/400th ownership interest in a share of Series A preferred stock. The dividend of $171.88 per share (equivalent to $0.43 per outstanding depositary share) is payable on September 2, 2025 to preferred shareholders of record as of August 18, 2025.

​

The Company’s Board of Directors also declared a quarterly dividend of $0.34 per share of common stock. The common stock dividend is payable on August 18, 2025 to common shareholders of record as of August 4, 2025.

​

​

​

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​

Report of Independent Registered Public Accounting Firm

​

To the Stockholders and the Board of Directors of Atlantic Union Bankshares Corporation

​

Results of Review of Interim Financial Statements

​

We have reviewed the accompanying consolidated balance sheet of Atlantic Union Bankshares Corporation and Subsidiaries (the Company) as of June 30, 2025, the related consolidated statements of income, comprehensive income (loss), and changes in stockholders’ equity for the three and six-month periods ended June 30, 2025 and 2024 and the consolidated statements of cash flows for the six-month periods ended June 30, 2025 and 2024, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

​

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024, the related consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (not presented herein); and in our report dated February 27, 2025, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

​

Basis for Review Results

​

These financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

​

​

/s/ Ernst & Young LLP

​

Richmond, Virginia

August 5, 2025

​

​

​

​

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information about the major components of our results of operations, financial condition, liquidity, and capital resources. This discussion and analysis should be read in conjunction with our “Consolidated Financial Statements,” our “Notes to the Consolidated Financial Statements,” and the other financial data included in this report, as well as our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section therein. Our results of operations for the interim periods are not necessarily indicative of results that may be expected for the full year or for any other period. Amounts are rounded for presentation purposes; however, some of the percentages presented are computed based on unrounded amounts.

In the following discussion and analysis, we provide certain financial information determined by methods other than in accordance with GAAP. These non-GAAP financial measures are a supplement to GAAP, which we use to prepare our financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. We use the non-GAAP financial measures discussed herein in our analysis of our performance. Management believes that these non-GAAP financial measures provide additional understanding of our ongoing operations, enhance the comparability of our results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in our underlying performance. Non-GAAP financial measures may be identified with the symbol ⁽⁺⁾ and may be labeled as adjusted. Refer to the “Non-GAAP Financial Measures” section within this Item 2 for more information about these non-GAAP financial measures, including a reconciliation of these measures to the most directly comparable GAAP financial measures.

FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include, without limitation, statements regarding the recently completed acquisition of Sandy Spring, including expectations with regard to the benefits of the Sandy Spring acquisition; statements regarding our future ability to recognize the benefits of certain tax assets; statements regarding our business, financial and operating results, including our deposit base and funding; the impact of changes in economic conditions, anticipated changes in the interest rate environment and the related impacts on our net interest margin, changes in economic, fiscal or trade policy and the potential impacts on our business, loan demand and economic conditions in our markets and nationally; management’s beliefs regarding our liquidity, capital resources, asset quality, CRE loan portfolio and our customer relationships; and statements that include other projections, predictions, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such forward-looking statements are based on certain assumptions as of the time they are made, and are inherently subject to known and unknown risks, uncertainties, and other factors, some of which cannot be predicted or quantified, that may cause actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements are often characterized by the use of qualified words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” “intend,” “will,” “may,” “view,” “opportunity,” “seek to,” “potential,” “continue,” “confidence,” or words of similar meaning or other statements concerning opinions or judgment of the Company and our management about future events. Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge of our business and operations, there can be no assurance that actual future results, performance, or achievements of, or trends affecting, us will not differ materially from any projected future results, performance, achievements or trends expressed or implied by such forward-looking statements. Actual future results, performance, achievements or trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of or changes in

● market interest rates and their related impacts on macroeconomic conditions, customer and client behavior, our funding costs and our loan and securities portfolios;

● economic conditions, including inflation and recessionary conditions and their related impacts on economic growth and customer and client behavior;

● U.S. and global trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability;

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● volatility in the financial services sector, including failures or rumors of failures of other depository institutions, along with actions taken by governmental agencies to address such turmoil, and the effects on the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital;

● legislative or regulatory changes and requirements, including as part of the regulatory reform agenda of the Trump administration, including changes in federal, state or local tax laws and changes impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies;

● the sufficiency of liquidity and changes in our capital position;

● general economic and financial market conditions, in the United States generally and particularly in the markets in which we operate and which our loans are concentrated, including the effects of declines in real estate values, an increase in unemployment levels, U.S. fiscal debt, budget and tax matters, and slowdowns in economic growth;

● the diversion of management’s attention from ongoing business operations and opportunities due to our recent acquisition of Sandy Spring;

● the impact of purchase accounting with respect to the Sandy Spring acquisition, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine the fair value and credit marks;

● the possibility that the anticipated benefits of our acquisition activity, including our acquisitions of Sandy Spring and American National, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events, or with respect to our acquisition of Sandy Spring, as a result of the impact of, or problems arising from, the integration of the two companies;

● the integration of the business and operations of Sandy Spring may take longer or be more costly than anticipated;

● potential adverse reactions or changes to business or employee relationships, including those resulting from our acquisitions of Sandy Spring and American National;

● our ability to identify, recruit, and retain key employees;

● monetary, fiscal and regulatory policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve;

● the quality or composition of our loan or investment portfolios and changes in these portfolios;

● demand for loan products and financial services in our market areas;

● our ability to manage our growth or implement our growth strategy;

● the effectiveness of expense reduction plans;

● the introduction of new lines of business or new products and services;

● real estate values in our lending area;

● changes in accounting principles, standards, rules, and interpretations, and the related impact on our financial statements;

● an insufficient ACL or volatility in the ACL resulting from the CECL methodology, either alone or as that may be affected by changing economic conditions, credit concentrations, inflation, changing interest rates, or other factors;

● concentrations of loans secured by real estate, particularly CRE;

● the effectiveness of our credit processes and management of our credit risk;

● our ability to compete in the market for financial services and increased competition from fintech companies;

● technological risks and developments, and cyber threats, attacks, or events;

● operational, technological, cultural, regulatory, legal, credit, and other risks associated with the exploration, consummation and integration of potential future acquisitions, whether involving stock or cash consideration;

● the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses thereto; these potential adverse effects may include, without limitation, adverse effects on the ability of our borrowers to satisfy their obligations to us, on the value of collateral securing loans, on the demand for our loans or our other products and services, on supply chains and methods used to distribute products and services, on incidents of cyberattack and fraud, on our liquidity or capital positions, on risks posed by reliance on third-party service providers, on other aspects of our business operations and on financial markets and economic growth;

● performance by our counterparties or vendors;

● deposit flows;

● the availability of financing and the terms thereof;

● the level of prepayments on loans and mortgage-backed securities;

● actual or potential claims, damages, and fines related to litigation or government actions, which may result in, among other things, additional costs, fines, penalties, restrictions on our business activities, reputational harm, or other adverse consequences;

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● any event or development that would cause us to conclude that there was an impairment of any asset, including intangible assets, such as goodwill; and

● other factors, many of which are beyond our control.

​

Please also refer to such other factors as discussed throughout Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2024 Form 10-K and related disclosures in other filings, which have been filed with the SEC and are available on the SEC’s website at www.sec.gov. All risk factors and uncertainties described herein and therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements made in this Quarterly Report are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on the Company or our businesses or operations. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this Quarterly Report. Forward-looking statements speak only as of the date they are made. We do not intend or assume any obligation to update, revise or clarify any forward-looking statements that may be made from time to time by or on behalf of the Company, whether as a result of new information, future events or otherwise, except as required by law.

CRITICAL ACCOUNTING ESTIMATES

We prepare our consolidated financial statements based on the application of accounting and reporting policies in accordance with GAAP and general practices within the banking industry. Our financial position and results of operations are affected by management’s application of accounting policies, which require the use of estimates, assumptions, and judgments, which may prove inaccurate or are subject to variations. Changes in underlying factors, estimates, assumptions or judgements could result in material changes in our consolidated financial position and/or results of operations.

Certain accounting policies inherently have a greater reliance on the use of estimates, assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. We have identified the allowance for loan and lease losses, fair value measurements, and acquisition accounting as accounting policies that require the most difficult, subjective, or complex judgments and, as such, could be most subject to revision as new or additional information becomes available or circumstances change. Therefore, we evaluate these accounting policies and related critical accounting estimates on an ongoing basis and update them as needed. Management has discussed these accounting policies and the critical accounting estimates summarized below with the Audit Committee of the Board of Directors.

We provide additional information about our critical accounting estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our 2024 Form 10-K. There have been no material changes to our critical accounting policies or the estimates made pursuant to those policies during the most recent quarter from those disclosed in our 2024 Form 10-K.

Our significant accounting policies are discussed in Note 1 “Summary of Significant Accounting Policies” in the “Notes to the Consolidated Financial Statements” contained in Item 8 “Financial Statements and Supplementary Data” of our 2024 Form 10-K.

​

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RECENT ACCOUNTING PRONOUNCEMENTS (ISSUED BUT NOT FULLY ADOPTED)

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance requires enhanced disclosure for the rate reconciliation and income taxes paid disclosures and aligns the guidance to SEC Regulation S-X disclosure requirements. The amendments are effective for annual periods beginning after December 15, 2024. ASU No. 2023-09 is not expected to have an impact on our financial condition or results of operations but could change certain disclosures in our SEC filings.

​

In November 2024, the FASB issued ASU No. 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. This guidance requires enhanced disclosure of income statement expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. ASU No. 2024-03 is not expected to have an impact on our financial condition or results of operations but could change certain disclosures in our SEC filings.

ABOUT ATLANTIC UNION BANKSHARES CORPORATION

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank has branches and ATMs located in Virginia, Maryland and North Carolina. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

Shares of our common stock are traded on the New York Stock Exchange under the symbol “AUB”. Additional information is available on our website at https://investors.atlanticunionbank.com. The information contained on our website is not a part of or incorporated into this Quarterly Report.

​

​

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RECENT EVENTS

Acquisition of Sandy Spring Bancorp, Inc.

​

On April 1, 2025, we completed our merger with Sandy Spring, the bank holding company for Sandy Spring Bank. Sandy Spring’s results of operations are included in our consolidated results since the date of acquisition, and therefore, our second quarter and first half of 2025 results reflect increased levels of average balances, net interest income, noninterest income and noninterest expense compared to prior quarter and first half of 2024 results.

Under the terms of the Sandy Spring merger agreement, at the effective time of the merger, each outstanding share of Sandy Spring common stock, other than shares of restricted Sandy Spring common stock and certain shares held by the Company or Sandy Spring, was converted into the right to receive 0.900 shares of our common stock. With the acquisition of Sandy Spring, we acquired over 50 branches in Virginia, Maryland, and Washington D.C, enhancing our presence in Northern Virginia and Maryland.

​

CRE Loan Sale
​

On June 26, 2025, we completed the sale of performing CRE loans acquired in the Sandy Spring acquisition with an unpaid principal balance of $2.0 billion, which we marked to fair value at $1.8 billion and classified as held for sale as of the April 1, 2025 acquisition date. The CRE loan sale transaction generated a $15.7 million pre-tax gain, net of transaction expenses, during the second quarter of 2025. Under the terms of the loan purchase agreement, we sold the loans without recourse and retained customer-facing servicing responsibilities. As a result of the CRE loan sale, our CRE loan concentration ratio, which is total commercial real estate loans as a percentage of total risk-based capital, was reduced to 283.8% at June 30, 2025 compared to 292.7% at December 31, 2024. The loan balances used to determine the CRE concentration ratio are as defined in the Call Report instructions and do not necessarily match the balances displayed in Note 4 “Loans And Allowance For Loan Losses” in Part I, Item 1 of this Quarterly Report.

​

Forward Sale Agreements

​

On October 21, 2024, in connection with the execution of the Sandy Spring merger agreement, we entered into an initial forward sale agreement with Morgan Stanley & Co. LLC (the “Forward Purchaser”), relating to an aggregate of 9,859,155 shares of our common stock. On October 21, 2024, we priced the public offering of shares of our common stock in connection with such forward sale agreement and entered into an underwriting agreement with Morgan Stanley & Co. LLC, as representative for the underwriters named therein, the Forward Purchaser and Morgan Stanley & Co. LLC as forward seller (the “Forward Seller”), relating to the registered public offering and sale of 9,859,155 shares of our common stock at a public offering price of $35.50 per share (before underwriting discounts and commissions).

​

The underwriters were granted a 30-day option to purchase up to an additional 1,478,873 shares of our common stock. On October 21, 2024, the underwriters exercised in full their option to purchase the additional 1,478,873 shares of our common stock pursuant to the underwriting agreement and, in connection therewith, we entered into an additional forward sale agreement with the Forward Purchaser relating to the 1,478,873 shares of our common stock, on terms substantially similar to those contained in the initial forward sale agreement (such additional forward sale agreement together with the initial forward sale agreement, the “Forward Sale Agreements”).

​

On April 1, 2025, we physically settled in full the Forward Sale Agreements by delivering 11,338,028 shares of our common stock to the Forward Purchaser. We received net proceeds from such sale of shares of our common stock and full physical settlement of the Forward Sale Agreements, before expenses, of approximately $385.0 million.

Sale of Equity Interest in CSP

​

In the second quarter of 2025, we completed the sale of our equity interest in CSP, resulting in a pre-tax $14.3 million gain, net of transaction expenses.

​

​

​

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RESULTS OF OPERATIONS

​

Economic Environment and Industry Events

​

We are continually monitoring the impact of various global and national events on our results of operations and financial condition, including changes in economic conditions, such as inflation and recessionary conditions, changes in market interest rates, geopolitical conflicts, deposit competition, liquidity strains, changes in government policy, including changes in, or the imposition of, tariffs and/or trade barriers, and changes in legislative or regulatory requirements. The timing and impact of such events on our results of operation and financial condition will depend on future developments, which are highly uncertain and difficult to predict. In July 2025, the One Big Beautiful Bill Act was signed into law, which includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key provisions from the Tax Cuts and Jobs Act of 2017 and expanding certain incentives from the Inflation Reduction Act of 2022 while accelerating the phase-out of others. We are still evaluating the impact on our income tax expense and taxes payable from the tax provisions of the One Big Beautiful Bill Act.

​

In the first half of 2025, financial markets, international relations and global supply chains were impacted by changes and developments in U.S. trade policies and practices, including tariffs. Due to the rapidly evolving state of U.S. trade policies, the amount and duration of any tariffs and their ultimate impact on us, our customers, financial markets and the U.S. and global economies is currently uncertainty. However, there is a risk that these policy changes could have a negative impact on certain of our customers causing increased difficulty in repaying their loans or other obligations which could result in a higher level of credit losses in our loan portfolios with a corresponding impact on our results of operations. In addition, increased and prolonged economic uncertainty, the potential for elevated tariff levels or their wide-spread use in U.S. trade policies, as well as related tensions caused by such tariffs, could adversely affect the U.S. and global economies and financial markets, including by increasing inflation and leading to a slowdown of future economic growth and ultimately recessionary conditions.

​

Inflation eased substantially in 2024, but it was estimated at 2.7% as of June 2025, which is still over the FOMC’s 2.0% target. In late 2024, the Federal Reserve shifted its interest rate policy as inflationary pressure began to ease and economic growth moderated, lowering rates three times between September and December in 2024, which resulted in the current Federal Funds target rate range of 4.25% to 4.50%. While the FOMC, has maintained the Federal Funds target rate range at 4.25% to 4.50% so far in 2025, with uncertainty elevated over the potential impacts of changes in U.S. and global trade and other economic policies and tensions, it is difficult to predict how the Federal Reserve will balance possible inflationary pressure with the potential of slower economic growth.

​

We will continue to deploy various asset liability management strategies to seek to manage our risk related to interest rate fluctuations and monitor balance sheet trends, deposit flows, and liquidity needs to enable us to meet the needs of our customers and maintain financial flexibility. Refer to “Liquidity” within this Item 2 for additional information about our liquidity and “Quantitative and Qualitative Disclosures about Market Risk” in Part I, Item 3 of this Quarterly Report for additional information about our interest rate sensitivity.

​

In 2024, the higher-for-longer interest rate environment and heightened competition for deposits led to a shift within deposit composition toward higher cost products, which has continued through the first half of 2025, although the pace of movement slowed in late 2024 and so far in 2025. The interest rate environment has also affected the affordability of credit to consumers and businesses, moderating loan demand. At June 30, 2025, our LHFI, total deposits, and total borrowings increased from December 31, 2024 by $8.9 billion, $10.6 billion, and $358.2 million, respectively, primarily due to the Sandy Spring acquisition. At June 30, 2025, noninterest bearing deposits comprised 22.7% of total deposits, compared to 21.0% at December 31, 2024. As of June 30, 2025, we estimate that approximately 68.0% of our deposits were insured or collateralized, and that we maintained available liquidity sources to cover approximately 157.2% of uninsured and uncollateralized deposits. At June 30, 2025, our brokered deposits decreased by $54.3 million to $1.2 billion from December 31, 2024.

​

Our regulatory capital ratios continued to exceed the standards to be considered well-capitalized under regulatory requirements. See “Capital Resources” within this Item 2 for additional information about our regulatory capital.

​

​

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SUMMARY OF FINANCIAL RESULTS

Executive Overview

Second Quarter Net Income & Performance Metrics

● Net income available to common shareholders was $16.8 million and basic and diluted EPS was $0.12 for the second quarter of 2025, compared to net income available to common shareholders of $22.2 million and basic and diluted EPS of $0.25 for the second quarter of 2024.

● Adjusted operating earnings available to common shareholders⁽⁺⁾, which excludes (net of taxes, where applicable), the CECL Day 1 initial provision expense on non-PCD loans and the initial provision for unfunded commitments ($77.7 million in the second quarter of 2025 and $11.5 million in the second quarter of 2024), merger-related costs ($63.3 million in the second quarter 2025 and $24.2 million in the second quarter 2024), gain on CRE loan sale ($12.1 million in the second quarter of 2025), gain on the sale of equity interest in CSP ($10.7 million in the second quarter of 2025), a deferred tax asset write-down ($4.8 million in the second quarter of 2024), and gains and losses on the sale of securities (gains of $12,000 in the second quarter 2025 and losses of $5.1 million in the second quarter 2024) was $135.1 million and adjusted diluted operating EPS⁽⁺⁾ was $0.95 for the second quarter of 2025, compared to adjusted operating earnings available to common shareholders⁽⁺⁾ of $67.9 million and diluted adjusted operating EPS⁽⁺⁾ of $0.76 for the second quarter of 2024.

​

First Six Months Net Income & Performance Metrics

​

● Net income available to common shareholders was $63.7 million and basic and diluted EPS was $0.55 for the first six months of 2025, compared to net income available to common shareholders of $69.0 million and basic and diluted EPS of $0.84 for the first six months of 2024.

● Adjusted operating earnings available to common shareholders⁽⁺⁾, which excludes (net of taxes, where applicable), the CECL Day 1 initial provision expense on non-PCD loans and the initial provision expense for unfunded commitments ($77.7 million in 2025 and $11.5 million in 2024), merger-related costs ($68.0 million in 2025 and $25.8 million in 2024), gain on CRE loan sale ($12.1 million in 2025), gain on the sale of equity interest in CSP ($10.7 million in 2025), a deferred tax asset write-down ($4.8 million in 2024), a FDIC special assessment ($664,000 in 2024), and losses on the sale of securities ($67,000 in 2025 and $5.1 million in 2024), was $186.7 million and adjusted diluted operating EPS⁽⁺⁾ was $1.61 for the six months ended June 30, 2025, compared to adjusted operating earnings available to common shareholders⁽⁺⁾ of $116.9 million and diluted adjusted operating EPS⁽⁺⁾ of $1.42 for the first six months of 2024.

​

Balance Sheet

● Our consolidated balance sheet at June 30, 2025 includes the impact of the Sandy Spring acquisition, which closed April 1, 2025. Below is a summary of the related impact of the acquisition on our consolidated balance sheet as of the acquisition date:

o The fair value of assets acquired totaled $13.0 billion and included LHFI of $8.6 billion with an initial loan discount of $789.7 million, loans held for sale of $1.9 billion, and total investments of $1.3 billion.

o The fair value of the liabilities assumed totaled $12.2 billion and included total deposits of $11.2 billion with an initial deposit mark related to time deposits of $5.6 million and total borrowings of $833.0 million.

o Core deposit intangibles and other intangibles recorded totaled $290.7 million.

o Preliminary goodwill recorded totaled $496.9 million.

● Total assets were $37.3 billion at June 30, 2025, and included $27.3 billion of total loans, primarily reflecting the impact of the Sandy Spring acquisition.

● Cash and cash equivalents were $1.6 billion at June 30, 2025, an increase of $1.2 billion from December 31, 2024, primarily reflecting the impact from the CRE loan sale proceeds.

● LHFI were $27.3 billion at June 30, 2025, an increase of $8.9 billion or 96.7% (annualized) from December 31, 2024, primarily due to the Sandy Spring acquisition, as well as organic loan growth. At June 30, 2025, quarterly average LHFI increased $8.9 billion or 49.2% from the same period in the prior year.

● Total investments were $4.8 billion at June 30, 2025, an increase of $1.4 billion or 86.0 % (annualized) from December 31, 2024, primarily due to the Sandy Spring acquisition. AFS securities totaled $3.8 billion at June 30, 2025 and $2.4 billion at December 31, 2024. As part of the Sandy Spring acquisition, we restructured $485.2 million

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of securities acquired from Sandy Spring and reinvested the proceeds into higher yielding securities. At June 30, 2025, total net unrealized losses on the AFS securities portfolio were $372.8 million, a decrease of $29.8 million from $402.6 million at December 31, 2024. HTM securities are carried at cost and totaled $827.1 million at June 30, 2025, compared to $803.9 million at December 31, 2024 and had net unrealized losses of $49.2 million at June 30, 2025, an increase of $4.7 million from $44.5 million at December 31, 2024.

● Total deposits were $31.0 billion at June 30, 2025, an increase of $10.6 billion or approximately 104.5% (annualized) from December 31, 2024. At June 30, 2025 quarterly average deposits increased $11.2 billion or 56.0% from the same period in the prior year. The increases were primarily due to increases in interest-bearing customer deposits and demand deposits, primarily related to the addition of the Sandy Spring acquired deposits.

● Total borrowings were $892.8 million at June 30, 2025, an increase of $358.2 million or 135.1% (annualized) from December 31, 2024, primarily driven by the assumption of long-term subordinated debt issued by Sandy Spring.

​

NET INTEREST INCOME

Net interest income, which represents our principal source of revenue, is the amount by which interest income exceeds interest expense. Our interest margin represents net interest income expressed as a percentage of average earning assets. Changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as their respective yields and rates, have a significant impact on our net interest income, net interest margin, and net income. In addition, our interest income includes the accretion of discounts on our acquired loans, which will also affect our net interest income and net interest margin. 

The following tables show interest income on earning assets and related average yields, as well as interest expense on interest-bearing liabilities and related average rates paid for the three and six months ended June 30, (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the Three Months Ended					​	​	​	​	​
​		2025			2024			Change			​
Average interest-earning assets	​	$	34,121,715	​	$	21,925,128	​	$	12,196,587
Interest and dividend income	​	$	510,372	​	$	320,888	​	$	189,484
Interest and dividend income (FTE) (+)	​	$	514,734	​	$	324,702	​	$	190,032	​
Yield on interest-earning assets	​		6.00	%		5.89	%		11	​	bps
Yield on interest-earning assets (FTE) (+)	​		6.05	%		5.96	%		9		bps
Average interest-bearing liabilities	​	$	25,482,013	​	$	16,480,846	​	$	9,001,167
Interest expense	​	$	189,001	​	$	136,354	​	$	52,647
Cost of interest-bearing liabilities	​		2.97	%		3.33	%		(36)		bps
Cost of funds	​		2.22	%		2.50	%		(28)		bps
Net interest income	​	$	321,371	​	$	184,534	​	$	136,837
Net interest income (FTE) (+)	​	$	325,733	​	$	188,348	​	$	137,385
Net interest margin	​		3.78	%		3.39	%		39		bps
Net interest margin (FTE) (+)	​		3.83	%		3.46	%		37		bps

​

For the second quarter of 2025, our net interest income was $321.4 million, an increase of $136.8 million from the second quarter of 2024, and our net interest income (FTE)⁽⁺⁾ was $325.7 million, an increase of $137.4 million from the second quarter of 2024. The increases were the result of a $12.2 billion increase in average interest earning assets due primarily to the addition of Sandy Spring acquired loans and the impact of loan accretion income related to acquisition accounting, as well as organic loan growth, and lower cost of funds, partially offset by a $9.0 billion increase in average interest-bearing liabilities due primarily to the addition of Sandy Spring acquired deposits and borrowings and the associated net amortization related to acquisition accounting.

​

In the second quarter of 2025, our net interest margin increased 39 bps to 3.78% from 3.39% in the second quarter of 2024, and our net interest margin (FTE)⁽⁺⁾ increased 37 bps to 3.83% in the second quarter of 2025 from 3.46% for the same period of 2024. The increases were primarily driven by the net accretion of purchase accounting adjustments on loans, deposits, and long-term borrowings related to the Sandy Spring acquisition.

​

​

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Our net interest margin and net interest margin (FTE)⁽⁺⁾ includes the impact of acquisition accounting fair value adjustments. Net accretion income related to acquisition accounting was $45.4 million for the second quarter of 2025 compared to $14.3 million for the second quarter of 2024, an increase of $31.1 million primarily due to the impacts from the Sandy Spring acquisition. The impact of accretion and amortization for the periods presented are reflected in the following table (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Deposit

​

​

​

​

​

​

Loan

​

Accretion

​

Borrowings

​

​

​

​

​

Accretion

​

(Amortization)

​

Amortization

​

Total

For the quarter ended March 31, 2024

​

$

819

​

$

(1)

​

$

(216)

​

$

602

For the quarter ended June 30, 2024

​

​

15,660

​

​

(1,035)

​

​

(285)

​

​

14,340

For the quarter ended March 31, 2025

​

​

13,286

​

​

(415)

​

​

(287)

​

​

12,584

For the quarter ended June 30, 2025

​

​

45,744

​

​

1,884

​

​

(2,256)

​

​

45,372

​

​

​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the Six Months Ended June 30,					​	​	​	​	​
​		2025			2024			Change			​
Average interest-earning assets	​	$	28,148,353	​	$	20,507,261	​	$	7,641,092
Interest and dividend income	​	$	816,208	​	$	583,802	​	$	232,406
Interest and dividend income (FTE) (+)	​	$	824,328	​	$	591,339	​	$	232,989
Yield on interest-earning assets	​		5.85	%		5.72	%		13		bps
Yield on interest-earning assets (FTE) (+)	​		5.91	%		5.80	%		11		bps
Average interest-bearing liabilities	​	$	21,059,757	​	$	15,402,740	​	$	5,657,017
Interest expense	​	$	310,672	​	$	251,444	​	$	59,228
Cost of interest-bearing liabilities	​		2.97	%		3.28	%		(31)		bps
Cost of funds	​		2.23	%		2.47	%		(24)		bps
Net interest income	​	$	505,536	​	$	332,358	​	$	173,178
Net interest income (FTE) (+)	​	$	513,656	​	$	339,895	​	$	173,761
Net interest margin	​		3.62	%		3.26	%		36		bps
Net interest margin (FTE) (+)	​		3.68	%		3.33	%		35		bps

​

​

For the first six months of 2025 net interest income was $505.5 million, an increase of $173.2 million from the same period of 2024, and our net interest income (FTE)⁽⁺⁾ was $513.7, an increase of $173.8 million from the same period of 2024. The increases in both net interest income and net interest income (FTE)⁽⁺⁾ were primarily the result of a $7.6 billion increase in average interest earning assets, partially offset by a $5.7 billion increase in average interest-bearing liabilities, in each case primarily related to the Sandy Spring acquisition, as well as organic loan growth and lower cost of funds.

​

For the first six months of 2025, our net interest margin increased 36 bps to 3.62% and our net interest margin (FTE)⁽⁺⁾ increased 35 bps to 3.68%, compared to the first six months of 2024. The increases were primarily driven by the higher earning asset yields which increased due to higher loan accretion, primarily driven by the Sandy Spring acquisition, as well as organic loan growth. Our cost of funds decreased by 24 basis points to 2.23% for the six months ended June 30, 2025, compared to the same period in the prior year, primarily due to a lower cost of deposits and a decrease in our short-term borrowings, partially offset by an increase in net amortization related to acquisition accounting and an increase in long-term subordinated debt with higher borrowing costs, both as a result of the Sandy Spring acquisition.

​

​

​

​

​

​

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Table of Contents

The following table shows interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the three and six months ended June 30, (dollars in thousands):

AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Three Months Ended

​

​

2025

​

2024

​

​

​

Interest

​

​

​

Interest

​

​

​

Average

​

Income /

​

Yield /

​

Average

​

Income /

​

Yield /

​

​

Balance

​

Expense (1)

​

Rate (1)(2)

​

Balance

​

Expense (1)

​

Rate (1)(2)

Assets:

​

​

​

​

​

Securities:

​

​

​

​

​

Taxable

​

$

3,441,963

​

$

38,260

4.46

%

$

2,221,486

​

$

24,886

4.51

%

Tax-exempt

​

1,279,773

​

10,576

3.31

%

1,255,404

​

10,338

3.31

%

Total securities

​

4,721,736

​

48,836

4.15

%

3,476,890

​

35,224

4.07

%

LHFI, net of deferred fees and costs (3)(4)

​

27,094,551

​

437,819

6.48

%

18,154,673

​

286,391

6.34

%

Other earning assets

​

2,305,428

​

28,079

4.89

%

293,565

​

3,087

4.23

%

Total earning assets

​

34,121,715

​

$

514,734

6.05

%

21,925,128

​

$

324,702

5.96

%

Allowance for loan and lease losses

​

(349,131)

​

​

​

​

(157,204)

​

​

Total non-earning assets

​

4,166,648

​

​

​

​

2,852,274

​

​

Total assets

​

$

37,939,232

​

​

​

​

$

24,620,198

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities and Stockholders' Equity:

​

​

​

​

​

Interest-bearing deposits:

​

​

​

​

​

Transaction and money market accounts

​

$

14,748,786

​

$

95,719

2.60

%

$

10,117,794

​

$

74,833

2.97

%

Regular savings

​

2,848,416

​

13,818

1.95

%

1,076,411

​

555

0.21

%

Time deposits(5)

​

6,553,018

​

61,806

3.78

%

4,243,344

​

47,116

4.47

%

Total interest-bearing deposits

​

24,150,220

​

171,343

2.85

%

15,437,549

​

122,504

3.19

%

Other borrowings(6)

​

1,331,793

​

17,658

5.32

%

1,043,297

​

13,850

5.34

%

Total interest-bearing liabilities

​

25,482,013

​

$

189,001

2.97

%

16,480,846

​

$

136,354

3.33

%

Noninterest-bearing liabilities:

​

​

​

​

​

Demand deposits

​

7,093,163

​

​

​

​

4,596,129

​

​

Other liabilities

​

602,426

​

​

​

​

521,294

​

​

Total liabilities

​

33,177,602

​

​

​

​

21,598,269

​

​

Stockholders' equity

​

4,761,630

​

​

​

​

3,021,929

​

​

Total liabilities and stockholders' equity

​

$

37,939,232

​

​

​

​

$

24,620,198

​

​

Net interest income (FTE)(+)

​

​

​

​

$

325,733

​

​

$

188,348

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest rate spread

​

​

​

​

​

​

3.08

%

​

2.63

%

Cost of funds

​

​

​

​

​

​

2.22

%

​

2.50

%

Net interest margin (FTE)(+)

​

​

​

​

​

​

3.83

%

​

3.46

%

⁽¹⁾ Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.

⁽²⁾ Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above.

⁽³⁾ Nonaccrual loans are included in average loans outstanding.

⁽⁴⁾ Interest income on loans includes accretion of the fair market value adjustments related to acquisitions, as disclosed above.

⁽⁵⁾ Interest expense on time deposits includes accretion (amortization) of the fair market value related to acquisitions, as disclosed above.

⁽⁶⁾ Interest expense on borrowings includes amortization of the fair market value adjustments related to acquisitions, as disclosed above.

​

​

​

​

​

​

​

​

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Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Six Months Ended

​

​

2025

​

2024

​

​

​

Interest

​

​

​

Interest

​

​

​

Average

​

Income /

​

Yield /

​

Average

​

Income /

​

Yield /

​

​

Balance

​

Expense (1)

​

Rate (1)(2)

​

Balance

​

Expense (1)

​

Rate (1)(2)

Assets:

​

​

​

​

​

Securities:

​

​

​

​

​

Taxable

​

$

2,790,530

​

$

61,908

4.47

%

$

2,058,653

​

$

43,765

4.28

%

Tax-exempt

​

1,267,837

​

20,906

3.33

%

1,256,570

​

20,662

3.31

%

Total securities

​

4,058,367

​

82,814

4.11

%

3,315,223

​

64,427

3.91

%

LHFI, net of deferred fees and costs (3)(4)

​

22,785,570

​

710,723

6.29

%

16,943,636

​

522,223

6.20

%

Other earning assets

​

1,304,416

​

30,791

4.76

%

248,402

​

4,689

3.80

%

Total earning assets

​

28,148,353

​

$

824,328

5.91

%

20,507,261

​

$

591,339

5.80

%

Allowance for loan and lease losses

​

(264,834)

​

​

​

​

(145,147)

​

​

Total non-earning assets

​

3,462,216

​

​

​

​

2,559,364

​

​

Total assets

​

$

31,345,735

​

​

​

​

$

22,921,478

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Liabilities and Stockholders' Equity:

​

​

​

​

​

Interest-bearing deposits:

​

​

​

​

​

Transaction and money market accounts

​

$

12,545,113

​

$

162,405

2.61

%

$

9,534,957

​

$

140,088

2.95

%

Regular savings

​

1,944,169

​

14,319

1.49

%

988,495

​

1,055

0.21

%

Time deposits (5)

​

5,639,409

​

110,205

3.94

%

3,851,241

​

83,225

4.35

%

Total interest-bearing deposits

​

20,128,691

​

286,929

2.87

%

14,374,693

​

224,368

3.14

%

Other borrowings (6)

​

931,066

​

23,743

5.14

%

1,028,047

​

27,076

5.30

%

Total interest-bearing liabilities

​

21,059,757

​

$

310,672

2.97

%

15,402,740

​

$

251,444

3.28

%

Noninterest-bearing liabilities:

​

​

​

​

​

Demand deposits

​

5,755,814

​

​

​

​

4,215,737

​

​

Other liabilities

​

553,066

​

​

​

​

507,914

​

​

Total liabilities

​

27,368,637

​

​

​

​

20,126,391

​

​

Stockholders' equity

​

3,977,098

​

​

​

​

2,795,086

​

​

Total liabilities and stockholders' equity

​

$

31,345,735

​

​

​

​

$

22,921,477

​

​

Net interest income (FTE)(+)

​

​

​

​

$

513,656

​

​

$

339,895

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest rate spread

​

​

​

​

​

​

2.94

%

​

2.52

%

Cost of funds

​

​

​

​

​

​

2.23

%

​

2.47

%

Net interest margin (FTE)(+)

​

​

​

​

​

​

3.68

%

​

3.33

%

⁽¹⁾ Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 21%.

⁽²⁾ Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above.

⁽³⁾ Nonaccrual loans are included in average loans outstanding.

⁽⁴⁾ Interest income on loans includes accretion of the fair market value adjustments related to acquisitions, as disclosed above.

⁽⁵⁾ Interest expense on time deposits includes accretion (amortization) of the fair market value related to acquisitions, as disclosed above.

⁽⁶⁾ Interest expense on borrowings includes amortization of the fair market value adjustments related to acquisitions, as disclosed above.

​

​

​

​

-65-

Table of Contents

The Volume Rate Analysis table below presents changes in our net interest income (FTE)⁽⁺⁾ and interest expense and distinguishes between the changes related to increases or decreases in our average outstanding balances of interest-earning assets and interest-bearing liabilities (volume), and the changes related to increases or decreases in average interest rates on such assets and liabilities (rate). Changes attributable to both volume and rate have been allocated proportionally. Results, on a taxable equivalent basis, are as follows for the three and six months ended June 30, (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

2025 vs. 2024

​

2025 vs. 2024

​

​

Increase (Decrease) Due to Change in:

​

Increase (Decrease) Due to Change in:

​

Volume

Rate

Total

​

Volume

Rate

Total

Earning Assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Securities:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Taxable

​

$

13,568

​

$

(194)

​

$

13,374

​

$

16,163

​

$

1,980

​

$

18,143

Tax-exempt

​

201

​

37

​

238

​

186

​

58

​

244

Total securities

​

13,769

​

(157)

​

13,612

​

16,349

​

2,038

​

18,387

Loans, net(1)

​

144,297

​

7,131

​

151,428

​

182,147

​

6,353

​

188,500

Other earning assets

​

24,428

​

564

​

24,992

​

24,649

​

1,453

​

26,102

Total earning assets

​

$

182,494

​

$

7,538

​

$

190,032

​

$

223,145

​

$

9,844

​

$

232,989

Interest-Bearing Liabilities:

​

​

​

​

​

​

Interest-bearing deposits:

​

​

​

​

​

​

Transaction and money market accounts

​

$

30,941

​

$

(10,055)

​

$

20,886

​

$

40,406

​

$

(18,089)

​

$

22,317

Regular savings

​

2,171

​

11,092

​

13,263

​

1,868

​

​

11,396

​

​

13,264

Time deposits(2)

​

22,620

​

(7,930)

​

14,690

​

35,577

​

(8,597)

​

26,980

Total interest-bearing deposits

​

55,732

​

(6,893)

​

48,839

​

77,851

​

(15,290)

​

62,561

Other borrowings(3)

​

3,826

​

(18)

​

3,808

​

(2,493)

​

(840)

​

(3,333)

Total interest-bearing liabilities

​

59,558

​

(6,911)

​

52,647

​

75,358

​

(16,130)

​

59,228

Change in net interest income (FTE)(+)

​

$

122,936

​

$

14,449

​

$

137,385

​

$

147,787

​

$

25,974

​

$

173,761

⁽¹⁾ The rate-related changes in interest income on loans includes the impact of higher accretion of the acquisition-related fair market value adjustments, as disclosed above.

⁽²⁾ The rate-related changes in interest expense on deposits includes the impact of higher accretion (amortization) of the acquisition-related fair market value adjustments, as disclosed above. 

⁽³⁾ The rate-related changes in interest expense on other borrowings include the impact of higher amortization of the acquisition-related fair market value adjustments, as disclosed above. 

​

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Table of Contents

NONINTEREST INCOME

Three Months Ended June 30, 2025 and 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30,

​

Change

​

2025

2024

$

​

%

​

​

(Dollars in thousands)

Noninterest income:

​

​

​

​

​

​

​

​

​

​

​

​

Service charges on deposit accounts

​

$

12,220

​

$

9,086

​

$

3,134

​

34.5

%

Other service charges, commissions and fees

​

2,245

​

1,967

​

278

​

14.1

%

Interchange fees

​

3,779

​

3,126

​

653

​

20.9

%

Fiduciary and asset management fees

​

17,723

​

6,907

​

10,816

​

156.6

%

Mortgage banking income

​

2,821

​

1,193

​

1,628

​

136.5

%

Gain (loss) on sale of securities

​

​

16

​

​

(6,516)

​

​

6,532

​

(100.2)

%

Bank owned life insurance income

​

7,327

​

3,791

​

3,536

​

93.3

%

Loan-related interest rate swap fees

​

1,733

​

1,634

​

99

​

6.1

%

Other operating income

​

33,658

​

2,624

​

31,034

​

NM

​

Total noninterest income

​

$

81,522

​

$

23,812

​

$

57,710

​

242.4

%

NM = Not Meaningful

Our noninterest income increased $57.7 million or 242.4% to $81.5 million for the quarter ended June 30, 2025, compared to $23.8 million for the quarter ended June 30, 2024, primarily driven by the $15.7 million pre-tax gain on the CRE loan sale, a $14.3 million pre-tax gain on the sale of our equity interest in CSP, a $6.5 million pre-tax loss on the sale of securities in the second quarter of 2024 as part of our restructuring of the American National securities portfolio, and the full quarter impact of the Sandy Spring acquisition that closed on April 1, 2025.

​

Our adjusted operating noninterest income,⁽⁺⁾ which excludes the pre-tax gain on CRE loan sale ($15.7 million in the second quarter 2025), pre-tax gain on sale of our equity interest in CSP ($14.3 million in the second quarter 2025), and pre-tax gains and losses on sale of securities (gains of $16,000 in the second quarter 2025 and losses of $6.5 million in the second quarter 2024), increased $21.2 million or 69.8% to $51.5 million for the quarter ended June 30, 2025, compared to $30.3 million for the quarter ended June 30, 2024. The increase in adjusted operating noninterest income⁽⁺⁾ was primarily due to the impact of the Sandy Spring acquisition, which drove the majority of the $10.8 million increase in fiduciary and asset management fees, due to assets under management increasing approximately 120%, and the $3.1 million increase in service charges on deposit accounts. In addition to the acquisition impact, the BOLI income increase of $3.5 million includes death benefits of $2.4 million received in the second quarter of 2025 and the mortgage banking income increase of $1.6 million includes the impact of Sandy Spring’s mortgage business, as well as an increase in mortgage loan origination volumes. Other operating income increased $1.0 million, primarily due to an increase in gains on the sale of leased equipment.

​

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Table of Contents

Six Months Ended June 30, 2025 and 2024

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30,

​

Change

​

2025

2024

$

​

%

​

​

(Dollars in thousands)

Noninterest income:

​

​

​

​

​

​

​

​

​

​

​

​

Service charges on deposit accounts

​

$

21,905

​

$

17,655

​

$

4,250

​

24.1

%

Other service charges, commissions, and fees

​

4,007

​

3,698

​

309

​

8.4

%

Interchange fees

​

6,727

​

5,420

​

1,307

​

24.1

%

Fiduciary and asset management fees

​

24,420

​

11,745

​

12,675

​

107.9

%

Mortgage banking income

​

3,794

​

2,060

​

1,734

​

84.2

%

Loss on sale of securities

​

​

(87)

​

​

(6,513)

​

​

6,426

​

(98.7)

%

Bank owned life insurance income

​

10,864

​

7,037

​

3,827

​

54.4

%

Loan-related interest rate swap fees

​

4,133

​

​

2,850

​

​

1,283

​

45.0

%

Other operating income

​

34,922

​

​

5,413

​

​

29,509

​

545.2

%

Total noninterest income

​

$

110,685

​

$

49,365

​

$

61,320

​

124.2

%

​

​

Our noninterest income increased $61.3 million or 124.2% to $110.7 million for the six months ended June 30, 2025, compared to $49.4 million for the six months ended June 30, 2024, primarily driven by the $15.7 million pre-tax gain on the CRE loan sale, a $14.3 million pre-tax gain on the sale of our equity interest in CSP, and the impact of the Sandy Spring acquisition that closed on April 1, 2025.

​

Our adjusted operating noninterest income,⁽⁺⁾ which excludes the pre-tax gain on CRE loan sale ($15.7 million in 2025), pre-tax gain on sale of our equity interest in CSP ($14.3 million in 2025), and pre-tax losses on sale of securities ($87,000 in 2025 and $6.5 million in 2024), increased $24.9 million or 44.5% to $80.8 million for the six months ended June 30, 2025, compared to $55.9 million for the six months ended June 30, 2024. The increase in adjusted operating noninterest income⁽⁺⁾ was primarily due to the impact of the Sandy Spring acquisition, which drove the majority of the $12.7 million increase in fiduciary and asset management fees, due to assets under management increasing approximately 120%, the $4.3 million increase in service charges on deposit accounts, and the $1.3 million increase in interchange fees. In addition to the acquisition impacts, the BOLI income increase of $3.8 million includes death benefits of $2.4 million received in the second quarter of 2025, the mortgage banking income increase of $1.7 million includes the impact of Sandy Spring’s mortgage business, as well as an increase in mortgage loan origination volumes, and loan-related interest rate swap fees increased $1.3 million due to higher transaction volumes.

​

​

​

​

​

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Table of Contents

NONINTEREST EXPENSE

Three Months Ended June 30, 2025 and 2024

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	June 30,					​	Change
​		2025			2024			$		​	%
​	​	(Dollars in thousands)
Noninterest expense:	​	​	​	​	​	​	​	​	​	​	​	​
Salaries and benefits	​	$	109,942	​	$	68,531	​	$	41,411	​	60.4	%
Occupancy expenses	​		12,782	​		7,836	​		4,946	​	63.1	%
Furniture and equipment expenses	​		6,344	​		3,805	​		2,539	​	66.7	%
Technology and data processing	​		17,248	​		10,274	​		6,974	​	67.9	%
Professional services	​		7,808	​		4,377	​		3,431	​	78.4	%
Marketing and advertising expense	​		3,757	​		2,983	​		774	​	25.9	%
FDIC assessment premiums and other insurance	​		8,642	​		4,675	​		3,967	​	84.9	%
Franchise and other taxes	​		4,688	​		5,013	​		(325)	​	(6.5)	%
Loan-related expenses	​		1,278	​		1,275	​		3	​	0.2	%
Amortization of intangible assets	​		18,433	​		5,995	​		12,438	​	207.5	%
Merger-related costs	​	​	78,900	​		29,778	​		49,122	​	165.0	%
Other expenses	​		9,876	​		5,463	​		4,413	​	80.8	%
Total noninterest expense	​	$	279,698	​	$	150,005	​	$	129,693	​	86.5	%

​

Our noninterest expense increased $129.7 million or 86.5% to $279.7 million for the quarter ended June 30, 2025, compared to $150.0 million for the quarter ended June 30, 2024, primarily driven by a $49.1 million increase in merger-related costs, a $41.4 million increase in salaries and benefits, and other increases in noninterest expense, primarily due to the full quarter impact of the Sandy Spring acquisition that closed on April 1, 2025.

​

Our adjusted operating noninterest expense⁽⁺⁾, which excludes merger-related costs ($78.9 million in the second quarter 2025 and $29.8 million in the second quarter 2024) and amortization of intangible assets ($18.4 million in the second quarter 2025 and $6.0 million in the second quarter 2024) increased $68.2 million or 59.6% to $182.4 million for the quarter ended June 30, 2025, compared to $114.2 million for the quarter ended June 30, 2024. The increase in adjusted operating noninterest expense⁽⁺⁾ was primarily due to the impact of the Sandy Spring acquisition, which drove the majority of the $41.4 million increase in salaries and benefits, the $7.0 million increase in technology and data processing, the $4.9 million increase in occupancy expenses, the $4.4 million in other expenses, the $4.0 million increase in FDIC assessment premiums and other insurance, the $3.4 million increase in professional services and the $2.5 million increase in furniture and equipment expenses.

​

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Table of Contents

Six Months Ended June 30, 2025 and 2024

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​					​	​	​	​	​
​	​	June 30,					​	Change
​		2025			2024			$		​	%
​	​	(Dollars in thousands)
Noninterest expense:	​	​	​	​	​	​	​	​	​	​	​	​
Salaries and benefits	​	$	185,357	​	$	130,413	​	$	54,944	​	42.1	%
Occupancy expenses	​		21,362	​		14,462	​		6,900	​	47.7	%
Furniture and equipment expenses	​		10,258	​		7,114	​		3,144	​	44.2	%
Technology and data processing	​		27,435	​		18,401	​		9,034	​	49.1	%
Professional services	​		12,494	​		7,458	​		5,036	​	67.5	%
Marketing and advertising expense	​		6,941	​		5,301	​		1,640	​	30.9	%
FDIC assessment premiums and other insurance	​		13,844	​		9,818	​		4,026	​	41.0	%
Franchise and other taxes	​		9,331	​		9,514	​		(183)	​	(1.9)	%
Loan-related expenses	​		2,527	​		2,598	​		(71)	​	(2.7)	%
Amortization of intangible assets	​		23,832	​		7,889	​		15,943	​	202.1	%
Merger-related costs	​	​	83,840	​		31,652	​		52,188	​	164.9	%
Other expenses	​		16,661	​		10,659	​		6,002	​	56.3	%
Total noninterest expense	​	$	413,882	​	$	255,279	​	$	158,603	​	62.1	%

​

Our noninterest expense increased $158.6 million or 62.1% to $413.9 million for the six months ended June 30, 2025, compared to $255.3 million for the six months ended June 30, 2024, primarily driven by a $54.9 million increase in salaries and benefits, a $52.2 million increase in merger-related costs, and other increases in noninterest expense, primarily due to the impact of the Sandy Spring acquisition that closed on April 1, 2025.

​

Our adjusted operating noninterest expense⁽⁺⁾, which excludes merger-related costs ($83.8 million in 2025 and $31.7 million in 2024), amortization of intangible assets ($23.8 million in 2025 and $7.9 million in 2024), and a FDIC special assessment ($840,000 in 2024) increased $91.3 million or 42.5% to $306.2 million for the six months ended June 30, 2025, compared to $214.9 million for the six months ended June 30, 2024. The increase in adjusted operating noninterest expense⁽⁺⁾ was primarily due to the impact of the Sandy Spring acquisition, which drove the majority of the $54.9 million increase in salaries and benefits, the $9.0 million increase in technology and data processing, the $6.9 million increase in occupancy expenses, the $5.0 million increase in professional services, the $4.9 million increase in FDIC assessment premiums and other insurance, and the $3.1 million increase in furniture and equipment expenses. In addition to the acquisition impacts, other expenses increased $6.0 million, primarily due to an increase in non-credit related losses on customer transactions and marketing and advertising expense increased $1.6 million.

​

​

​

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Table of Contents

SEGMENT RESULTS

​

Wholesale Banking

​

Our Wholesale Banking segment provides loan, leasing, and deposit services, as well as treasury management and capital market services to wholesale customers primarily throughout Virginia, Maryland, North Carolina, and South Carolina. These customers include CRE and commercial and industrial customers. This segment also includes our equipment finance subsidiary, which has nationwide exposure. The wealth management business also resides in the Wholesale Banking segment.

​

The following table presents operating results for the three and six months ended June 30, for the Wholesale Banking segment (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

2025

​

2024

​

2025

​

2024

Interest and dividend income

​

$

443,315

​

$

314,460

​

$

740,302

​

$

588,214

Interest expense

​

​

284,936

​

​

219,512

​

​

482,583

​

​

412,392

Net interest income

​

​

158,379

​

​

94,948

​

​

257,719

​

​

175,822

Provision for credit losses

​

​

80,022

​

​

20,221

​

​

95,067

​

​

25,587

Net interest income after provision for credit losses

​

​

78,357

​

​

74,727

​

​

162,652

​

​

150,235

Noninterest income

​

​

23,652

​

​

10,777

​

​

35,451

​

​

19,140

Noninterest expense

​

84,593

​

48,450

​

139,805

​

92,405

Income before income taxes

​

$

17,416

​

$

37,054

​

$

58,298

​

$

76,970

​

Wholesale Banking income before income taxes decreased by $19.6 million and $18.7 million, respectively, for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024. The decreases were primarily due to increases in the provision for credit losses primarily driven by the Day 1 initial provision expense on non-PCD loans and unfunded commitments acquired from Sandy Spring. In addition, Wholesale Banking noninterest expense increased for the three and six months ended June 30, 2025 compared to the same periods in 2024, primarily due to the impact of the Sandy Spring acquisition, which drove the majority of the increases in salaries and benefits. The decreases in income before income taxes were partially offset by increases in net interest income, driven by the impact of the Sandy Spring acquisition. Wholesale Banking noninterest income also increased for the three and six months ended June 30, 2025 compared to the same periods in 2024, primarily due to the impact of Sandy Spring acquisition, which drove the majority of the increases in fiduciary and asset management fees.

​

The following table presents the key balance sheet metrics as of the periods ended for the Wholesale Banking segment (dollars in thousands):

​

​	​	​	​	​	​	​
​	​	June 30, 2025		​	December 31, 2024
LHFI, net of deferred fees and costs	​	$	22,889,472	​	$	15,514,640
Total deposits	​	​	11,733,733	​	​	7,193,403

​
LHFI for the Wholesale Banking segment increased $7.4 billion to $22.9 billion at June 30, 2025, compared to December 31, 2024, primarily driven by the Sandy Spring acquisition, as well as organic loan growth.

​

Wholesale Banking deposits increased $4.5 billion to $11.7 billion at June 30, 2025, compared to December 31, 2024, primarily due to increases in interest-bearing customer deposits and demand deposits, primarily driven by the Sandy Spring acquisition.

​

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Table of Contents

Consumer Banking

​

Our Consumer Banking segment provides loan and deposit services to consumers and small businesses throughout Virginia, Maryland, and North Carolina. Consumer Banking also includes the home loan division and investment management and advisory services businesses.

​

The following table presents operating results for the three and six months ended June 30, for the Consumer Banking segment (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

2025

​

2024

​

2025

​

2024

Interest and dividend income

​

$

248,482

​

$

154,739

​

$

404,624

​

$

290,757

Interest expense

​

​

135,631

​

​

78,730

​

​

215,990

​

​

145,511

Net interest income

​

​

112,851

​

​

76,009

​

​

188,634

​

​

145,246

Provision for credit losses

​

​

25,685

​

​

1,539

​

​

28,278

​

​

4,411

Net interest income after provision for credit losses

​

​

87,166

​

​

74,470

​

​

160,356

​

​

140,835

Noninterest income

​

​

19,661

​

​

15,254

​

​

34,295

​

​

27,869

Noninterest expense

​

98,515

​

65,099

​

166,082

​

120,978

Income before income taxes

​

$

8,312

​

$

24,625

​

$

28,569

​

$

47,726

​

Consumer Banking income before income taxes decreased by $16.3 million and $19.2 million, respectively, for the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024. The decreases were primarily due to increases in noninterest expense, primarily due to the impact of the Sandy Spring acquisition, which drove the majority of the increases in salaries and benefits. In addition, the Consumer Banking provision for credit losses increased for the three and six months ended June 30, 2025 compared to the same periods in 2024, primarily driven by the Day 1 initial provision expense on non-PCD loans and unfunded commitments acquired from Sandy Spring. The decreases in income before income taxes were partially offset by increases in net interest income driven by the impact of the Sandy Spring acquisition. Consumer Banking noninterest income also increased for the three and six months ended June 30, 2025, compared to the same periods in 2024, primarily due to the impact of Sandy Spring acquisition, which drove the majority of the increases in service charges on deposit accounts and interchange fees. In addition to the acquisition impact, the increases in noninterest income were driven by increases in mortgage banking income, which includes the impact of Sandy Spring’s mortgage business, as well as increases in mortgage loan origination volumes.

​

The following table presents the key balance sheet metrics as of the periods ended for the Consumer Banking segment (dollars in thousands):

​

​	​	​	​	​	​	​
​	​	June 30, 2025		​	December 31, 2024
LHFI, net of deferred fees and costs	​	$	5,228,222	​	$	3,085,207
Total deposits	​	​	17,908,932	​	​	11,899,197

​

LHFI for the Consumer Banking segment increased $2.1 billion to $5.2 billion at June 30, 2025, compared to December 31, 2024, primarily due to increases in the residential 1-4 family consumer and residential 1-4 family revolving portfolios, primarily driven by the Sandy Spring acquisition.

​

Consumer Banking deposits increased $6.0 billion to $17.9 billion at June 30, 2025, compared to December 31, 2024, primarily due to increases across all deposit categories, primarily driven by the Sandy Spring acquisition.

​

​

​

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Table of Contents

INCOME TAXES

​

During the second quarter of 2025, our estimated annual effective tax rate increased to 21.7% as of June 30, 2025 from approximately 19.0% in the first quarter of 2025, reflecting the impact of the Sandy Spring acquisition as Sandy Spring operated in a higher state tax jurisdiction, which now impacts a larger proportion of our consolidated pre-tax income. The updated annual effective tax rate was applied to the year-to-date pre-tax income calculation during the second quarter of 2025, impacting our income tax expense for the quarter ended June 30, 2025.

Our effective tax rate for the three months ended June 30, 2025 and 2024 was (13.2%) and 31.2%, respectively, and the effective tax rate for the six months ended June 30, 2025 and 2024 was 11.9% and 22.3%, respectively. The decreases in the effective tax rate for both the three and six months ended June 30, 2025 reflects the impact of a $8.0 million income tax benefit recorded this quarter related to re-evaluating our state deferred tax asset, as a result of the Sandy Spring acquisition, as well as the impact of the $4.8 million valuation allowance established during the second quarter of 2024.

Our provision for income taxes is based on our results of operations, adjusted for the effect of certain tax-exempt income and non-deductible expenses. In addition, we report certain items of income and expense in different periods for financial reporting and tax return purposes. We recognize the tax effects of these temporary differences in the deferred income tax provision or benefit. Deferred tax assets or liabilities are computed based on the difference between the financial statements and income tax bases of assets and liabilities using the applicable enacted marginal tax rate.

As of each reporting date, we consider existing evidence, both positive and negative, that could impact our view regarding our future realization of deferred tax assets. Our valuation allowance was $11.1 million and $4.4 million as of June 30, 2025 and December 31, 2024, respectively. The increase in the valuation allowance was due to the Sandy Spring acquisition and Sandy Spring’s historical valuation allowance relating to net operating losses in certain state filing jurisdictions. The prior year valuation allowance balance primarily includes the initial recording of the deferred tax asset valuation.

​

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Balance Sheet

​

At June 30, 2025, our consolidated balance sheet includes the impact of the Sandy Spring acquisition, which closed April 1, 2025, as discussed in Note 1 “Summary of Significant Accounting Policies” in Part I, Item 1 of this Quarterly Report. Under ASC 805, Business Combinations, we may adjust provisional fair values of assets acquired and liabilities assumed in a business combination for a measurement period of up to one year beyond the acquisition date as additional information about the facts and circumstances that existed as of the acquisition date becomes available. If applicable, any future measurement period adjustments will be recorded through goodwill upon identification. Below is a summary of the related impact of the Sandy Spring acquisition on our balance sheet as of the acquisition date:

​

● The fair value of assets acquired totaled $13.0 billion and included LHFI of $8.6 billion with an initial loan discount of $789.7 million, loans held for sale of $1.9 billion, and total investments of $1.3 billion.

● The fair value of the liabilities assumed totaled $12.2 billion and included total deposits of $11.2 billion with an initial deposit mark related to time deposits of $5.6 million and total borrowings of $833.0 million.

● Core deposit intangibles and other intangibles recorded totaled $290.7 million.

● Preliminary goodwill recorded totaled $496.9 million.

​

On June 26, 2025, we completed the sale of $2.0 billion of performing CRE loans acquired in the Sandy Spring acquisition, which we marked to fair value at $1.84 billion and classified as held for sale as of the April 1, 2025 acquisition date. We received net proceeds from the sale of the CRE loans, before expenses, of approximately $1.87 billion, which increased our cash balance at June 30, 2025, and a portion of such proceeds were used to repay our short-term FHLB advances and brokered certificates of deposit that matured during the second quarter of 2025.

​

Assets

​

At June 30, 2025, we had total assets of $37.3 billion, an increase of $12.7 billion or approximately 104.2% (annualized) from December 31, 2024. The increase in total assets was primarily driven by growth in LHFI and the AFS securities portfolio,

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Table of Contents

primarily due to the Sandy Spring acquisition. At June 30, 2025, cash and cash equivalents were $1.6 billion, an increase of $1.2 billion from December 31, 2024, primarily reflecting the impact from the CRE loan sale proceeds.

​

LHFI were $27.3 billion at June 30, 2025, an increase of $8.9 billion or 96.7% (annualized) from December 31, 2024, primarily due to the Sandy Spring acquisition, as well as organic loan growth. At June 30, 2025, quarterly average LHFI increased $8.9 billion or 49.2% from the same period in the prior year. Refer to "Loan Portfolio" within this Item 2 and Note 4 "Loans and Allowance for Loan and Lease Losses" in Part I, Item 1 of this Quarterly Report for additional information on our loan activity.

​

At June 30, 2025, we had total investments of $4.8 billion, an increase of $1.4 billion or 86.0% (annualized) from December 31, 2024. The increase in total investments was primarily due to the Sandy Spring acquisition. AFS securities totaled $3.8 billion at June 30, 2025, compared to $2.4 billion at December 31, 2024. As part of the Sandy Spring acquisition, we restructured $485.2 million of securities acquired from Sandy Spring and reinvested the proceeds into higher yielding securities. At June 30, 2025, total net unrealized losses on the AFS securities portfolio were $372.8 million, compared to $402.6 million at December 31, 2024. HTM securities totaled $827.1 million at June 30, 2025, compared to $803.9 million at December 31, 2024, with net unrealized losses of $49.2 million at June 30, 2025, compared to $44.5 million at December 31, 2024.

Liabilities and Stockholders’ Equity

​

At June 30, 2025, we had total liabilities of $32.5 billion, an increase of $11.0 billion or approximately 103.6% (annualized) from December 31, 2024, which was primarily driven by the growth in total deposits, primarily due to the Sandy Spring acquisition.

Total deposits at June 30, 2025 were $31.0 billion, an increase of $10.6 billion or approximately 104.5% (annualized) from December 31, 2024. At June 30, 2025, quarterly average deposits increased $11.2 billion or 56.0% from the same period in the prior year. Total deposits increased from December 31, 2024 primarily due to increases in interest-bearing customer deposits and demand deposits, primarily related to the Sandy Spring acquisition. Refer to “Deposits” within this Item 2 for additional information on this topic.

​

Total borrowings at June 30, 2025 were $892.8 million, an increase of $358.2 million or 135.1% (annualized) from December 31, 2024, primarily due to the long-term subordinated debt of $358.0 million assumed in connection with the Sandy Spring acquisition. Refer to Note 7 “Borrowings” in Part I, Item 1 of this Quarterly Report for additional information on our borrowing activity.

At June 30, 2025, our stockholders’ equity was $4.8 billion, an increase of $1.7 billion from December 31, 2024, primarily driven by the issuance of common stock in connection with the Sandy Spring acquisition. Our consolidated regulatory capital ratios continue to exceed the minimum capital requirements and are considered “well-capitalized” for regulatory purposes. Refer to “Capital Resources” within this Item 2, as well as Note 10 "Stockholders’ Equity" in Part I, Item 1 of this Quarterly Report for additional information on our capital resources.

On April 1, 2025, we physically settled in full the Forward Sale Agreements by delivering 11,338,028 shares of our common stock to the Forward Purchaser. We received net proceeds from such sale of shares of our common stock and full physical settlement of the Forward Sale Agreements, before expenses, of approximately $385.0 million. Refer to Note 10 “Stockholders’ Equity” in Part I, Item 1 of this Quarterly Report for additional details on the Forward Sale Agreements.

During the second quarter of 2025, we declared and paid a quarterly dividend on our outstanding shares of Series A Preferred Stock of $171.88 per share (equivalent to $0.43 per outstanding depositary share), consistent with the fourth quarter of 2024 and the second quarter of 2024. During the second quarter of 2025, we also declared and paid cash dividends of $0.34 per common share, consistent with the fourth quarter of 2024 and an increase of $0.02 per share or 6.3% from the second quarter of 2024.

​

​

​

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SECURITIES
​

At June 30, 2025, we had total investments of $4.8 billion or 12.8% of total assets as compared to $3.3 billion or 13.6% of total assets at December 31, 2024. This increase was primarily due to the Sandy Spring acquisition. We seek to diversify our investment portfolio to minimize risk, and we focus on purchasing MBS for cash flow and reinvestment opportunities and securities issued by states and political subdivisions due to the tax benefits and the higher tax-equivalent yield offered from these securities. The majority of our MBS are agency-backed securities, which have a government guarantee. For information regarding the hedge transaction related to AFS securities, see Note 9 “Derivatives” in Part I, Item 1 of this Quarterly Report.

The table below sets forth a summary of the AFS securities, HTM securities, and restricted stock as of the periods ended (dollars in thousands):

​	​	​	​	​	​	​
​	​	June 30, 2025		​	December 31, 2024
Available for Sale:		​			​
U.S. government and agency securities	​	$	155,209	​	$	66,013
Obligations of states and political subdivisions	​		466,863	​		468,337
Corporate and other bonds	​		261,235	​		244,712
MBS	​		​	​		​
Commercial	​	​	398,672	​	​	301,065
Residential	​	​	2,525,393	​	​	1,360,179
Total MBS	​	​	2,924,065	​	​	1,661,244
Other securities	​		1,909	​		1,860
Total AFS securities, at fair value	​		3,809,281	​		2,442,166
Held to Maturity:	​			​
Obligations of states and political subdivisions	​		730,121	​		697,683
Corporate and other bonds	​	​	2,978	​	​	3,322
MBS	​		​	​		​
Commercial	​	​	41,732	​	​	44,709
Residential	​	​	52,304	​	​	58,137
Total MBS	​	​	94,036	​	​	102,846
Total held to maturity securities, at carrying value	​		827,135	​		803,851
Restricted Stock:	​			​
FRB stock	​		122,326	​		82,902
FHLB stock	​		18,280	​		20,052
Total restricted stock, at cost	​		140,606	​		102,954
Total investments	​	$	4,777,022	​	$	3,348,971

​

The following table summarizes the weighted average yields⁽¹⁾ for AFS securities by contractual maturity date of the underlying securities as of June 30, 2025:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		1 Year or			​	​		5 – 10			Over 10			​	​
​	​	Less		​	1 - 5 Years		​	Years		​	Years		​	Total
U.S. government and agency securities		​	4.19	%	​	4.67	%	​	4.94	%	​	6.36	%	​	4.47	%
Obligations of states and political subdivisions	​		4.41	%		3.44	%	​	1.98	%	​	2.22	%	​	2.30	%
Corporate bonds and other securities	​		4.43	%		6.04	%	​	4.09	%	​	5.23	%	​	4.84	%
MBS:	​		​	​		​	​	​	​	​	​	​	​	​	​	​
Commercial	​	​	5.06	%	​	5.97	%	​	5.04	%	​	3.70	%	​	4.12	%
Residential	​	​	4.38	%	​	6.69	%	​	4.57	%	​	3.71	%	​	3.87	%
Total MBS	​	​	5.06	%	​	6.34	%	​	4.62	%	​	3.71	%	​	3.90	%
Total AFS securities	​		4.28	%	​	5.61	%	​	4.17	%	​	3.51	%	​	3.75	%

⁽¹⁾ Yields on tax-exempt securities have been computed on an estimated tax-equivalent basis.

​

​

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The following table summarizes the weighted average yields⁽¹⁾ for HTM securities by contractual maturity date of the underlying securities as of June 30, 2025:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

5 – 10

Over 10

​

​

​

​

1 - 5 Years

​

Years

​

Years

​

Total

Obligations of states and political subdivisions

​

​

4.07

%

​

3.34

%

​

3.66

%

​

3.60

%

Corporate bonds and other securities

​

​

—

%

​

—

%

​

4.73

%

​

4.73

%

MBS:

​

​

​

​

​

​

​

​

​

​

​

​

​

Commercial

​

​

—

%

​

—

%

​

3.43

%

​

3.45

%

Residential

​

​

—

%

​

—

%

​

3.42

%

​

3.42

%

Total MBS

​

​

—

%

​

—

%

​

3.42

%

​

3.43

%

Total HTM securities (2)

​

​

4.07

%

​

3.34

%

​

3.63

%

​

3.58

%

⁽¹⁾ Yields on tax-exempt securities have been computed on an estimated tax-equivalent basis.

⁽²⁾ There were no securities with contractual maturity dates of one year or less.

​
Weighted average yield is calculated as the tax-equivalent yield on a pro rata basis for each security based on its relative amortized cost.

As of June 30, 2025, we maintained a diversified municipal bond portfolio with approximately 65% of our holdings in general obligation issues and the remainder primarily backed by revenue bonds. Issuances within the State of Texas represented 18% of the total municipal portfolio; no other state had a concentration above 10%. Substantially all of our municipal holdings are considered investment grade. When purchasing municipal securities, we focus on strong underlying ratings for general obligation issuers or bonds backed by essential service revenues.

LIQUIDITY

​
Liquidity represents an institution’s ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Our largest source of liquidity on a consolidated basis is our customer deposit base generated by our wholesale and consumer businesses. These deposits provide relatively stable and low-cost funding. Total deposits at June 30, 2025 were $31.0 billion, an increase of $10.6 billion or approximately 51.8% from December 31, 2024. Total deposits increased from December 31, 2024 primarily due to an increase in interest-bearing customer deposits of $7.9 billion and demand deposits of $2.8 billion, partially offset by a decrease in brokered deposits. Refer to “Deposits” within this Item 2 for additional information on this topic.

We closely monitor changes in the industry and market conditions that may impact our liquidity and will use other borrowing means or other liquidity and funding strategies sources to fund our liquidity needs as needed. We also closely track the potential impacts on our liquidity from declines in the fair value of our securities portfolio due to changing market interest rates and developments in the banking industry that may change the availability of traditional sources of liquidity or market expectations with respect to available sources and amounts of additional liquidity.

We consider our liquid assets to include cash, interest-bearing deposits with banks, money market investments, federal funds sold, LHFS, and securities and loans maturing or re-pricing within one year. As of June 30, 2025, our liquid assets totaled $13.5 billion or 36.3% of total assets, and liquid earning assets totaled $13.2 billion or 39.5% of total earning assets. We also provide asset liquidity by managing loan and securities maturities and cash flows. As of June 30, 2025, loan payments of approximately $11.3 billion or 41.2% of total LHFI are expected within one year based on contractual terms, adjusted for expected prepayments, and approximately $662.8 million or 13.9% of total investments as of June 30, 2025 are scheduled to be paid down within one year based on contractual terms, adjusted for expected prepayments.

On June 26, 2025, we completed the sale of $2.0 billion of performing CRE loans acquired in the Sandy Spring acquisition, which we marked to fair value at $1.84 billion and classified as held for sale as of the April 1, 2025 acquisition date. We received net proceeds from the sale of the CRE loans, before expenses, of approximately $1.87 billion, which increased our cash balance at June 30, 2025, and a portion of such proceeds were used to repay our short-term FHLB advances and brokered CDs that matured during the second quarter of 2025.

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Additional sources of liquidity available to us include our capacity to borrow additional funds when necessary through federal funds lines with several correspondent banks, a line of credit with the FHLB, the Federal Reserve Discount Window, the purchase of brokered certificates of deposit, a corporate line of credit with a large correspondent bank, and debt and capital issuances. We also recently increased our borrowing capacity at the FHLB and FRB since secured borrowing facilities provide the most reliable sources of funding, especially during times of market turbulence and financial distress. Management believes our overall liquidity to be sufficient to satisfy our depositors’ requirements and to meet our customers’ credit needs.

For additional information and the available balances on various lines of credit, please refer to Note 7 “Borrowings” in Part I, Item 1 of this Quarterly Report. In addition to lines of credit, we may also borrow additional funds by purchasing certificates of deposit through a nationally recognized network of financial institutions.

Cash Requirements

Our cash requirements, outside of lending transactions, consist primarily of borrowings, leases, debt and capital instruments, which are used as part of our overall liquidity and capital management strategy. We expect that the cash required to repay these obligations will be sourced from our general liquidity sources and future debt and capital issuances and from other general liquidity sources as described above under “Liquidity” within this Item 2.

The following table presents our contractual obligations related to our major cash requirements and the scheduled payments due at the various intervals over the next year and beyond as of June 30, 2025 (dollars in thousands):

​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	Less than		​	More than
​	​	Total		​	1 year		​	1 year
Long-term debt (1)	​	$	608,000	​	$	—	​	$	608,000
Trust preferred capital notes (1)	​	​	184,542	​	​	—	​	​	184,542
Leases (2)	​	​	163,700	​	​	12,982	​	​	150,718
Repurchase agreements	​	​	127,351	​	​	127,351	​	​	—
Total contractual obligations	​	$	1,083,593	​	$	140,333	​	$	943,260

⁽¹⁾ Excludes related unamortized premium/discount and interest payments.

⁽²⁾ Represents lease payments due on non-cancellable operating leases at June 30, 2025. Excluded from these tables are variable lease payments or renewals.

​

For more information pertaining to the previous table, reference Note 6 “Leases” and Note 7 “Borrowings” in Part I, Item 1 of this Quarterly Report.

Off-Balance Sheet Obligations

In the normal course of business, we are party to financial instruments with off-balance sheet risk to meet the financing needs of our customers and to reduce our own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amount recognized in our Consolidated Balance Sheets. The contractual amounts of these instruments reflect the extent of our involvement in particular classes of financial instruments.

Our exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and letters of credit is represented by the contractual amount of these instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Unless noted otherwise, we do not require collateral or other security to support off-balance sheet financial instruments with credit risk.

For a summary of our total commitments with off-balance sheet risk see Note 8 “Commitments and Contingencies” in Part I, Item I of this Quarterly Report.
​

We are also a lessor in sales-type and direct financing leases for equipment, as noted in Note 6 “Leases” in Part I, Item I of this Quarterly Report. Our future commitments related to the aforementioned leases totaled $620.1 million and $621.3 million, respectively, at June 30, 2025 and December 31, 2024.

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Impact of Inflation and Changing Prices

Our financial statements included in Item I “Financial Statements” of this Quarterly Report have been prepared in accordance with GAAP, which requires the financial position and operating results to be measured principally in terms of historic dollars without considering the change in the relative purchasing power of money over time due to inflation. Inflation affects our results of operations mainly through increased operating costs, but since nearly all of our assets and liabilities are monetary in nature, changes in interest rates generally affect our financial condition to a greater degree than changes in the rate of inflation. Although interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Management reviews pricing of our products and services, in light of current and expected costs due to inflation, to seek to mitigate the inflationary impact on our financial performance.

LOAN PORTFOLIO

LHFI totaled $27.3 billion at June 30, 2025 and $18.5 billion at December 31, 2024, primarily driven by the increase in LHFI of $8.6 billion from the acquisition of Sandy Spring. Total CRE and commercial and industrial loans represented our largest loan categories at both June 30, 2025 and December 31, 2024. We remain committed to originating soundly underwritten loans to qualifying borrowers within our markets.

The following table presents the remaining maturities, based on contractual maturity, by loan type, and by rate type (variable or fixed), net of deferred fees and costs, as of June 30, 2025 (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Variable Rate

​

Fixed Rate

​

Total

Less than 1

​

​

​

​

​

​

More than

​

​

​

​

​

​

More than

​

​

Maturities

​

year

​

Total

​

1-5 years

​

5-15 years

​

15 years

​

Total

​

1-5 years

​

5-15 years

​

15 years

Construction and Land Development

​

$

2,444,151

​

$

906,934

​

$

1,215,588

​

$

1,037,231

​

$

135,520

​

$

42,837

​

$

321,629

​

$

258,557

​

$

34,254

​

$

28,818

CRE - Owner Occupied

​

3,940,371

​

335,124

​

945,453

​

391,405

​

528,645

​

25,403

​

2,659,794

​

1,407,677

​

1,230,967

​

21,150

CRE - Non-Owner Occupied

​

6,912,692

​

1,301,786

​

2,771,569

​

1,716,086

​

1,036,980

​

18,503

​

2,839,337

​

2,223,766

​

615,571

​

—

Multifamily Real Estate

​

2,083,559

​

483,128

​

983,401

​

677,661

​

303,290

​

2,450

​

617,030

​

446,846

​

170,184

​

—

Commercial & Industrial

​

5,141,691

​

875,877

​

2,244,028

​

1,844,859

​

219,693

​

179,476

​

2,021,786

​

1,298,809

​

629,412

​

93,565

Residential 1-4 Family - Commercial

​

1,131,288

​

270,753

​

200,387

​

115,866

​

81,143

​

3,378

​

660,148

​

541,545

​

113,066

​

5,537

Residential 1-4 Family - Consumer

​

2,746,046

​

939

​

1,289,755

​

1,977

​

50,144

​

1,237,634

​

1,455,352

​

28,509

​

216,323

​

1,210,520

Residential 1-4 Family - Revolving

​

1,154,085

​

41,157

​

983,198

​

51,744

​

113,187

​

818,267

​

129,730

​

4,693

​

41,260

​

83,777

Auto

​

245,554

​

4,635

​

—

​

—

​

—

​

—

​

240,919

​

240,255

​

664

​

—

Consumer

​

119,526

​

12,952

​

36,474

​

14,486

​

2,572

​

19,416

​

70,100

​

41,777

​

19,622

​

8,701

Other Commercial

​

1,409,370

​

141,203

​

332,983

​

164,264

​

162,779

​

5,940

​

935,184

​

451,539

​

364,902

​

118,743

Total LHFI, net of deferred fees and costs

​

$

27,328,333

​

$

4,374,488

​

$

11,002,836

​

$

6,015,579

​

$

2,633,953

​

$

2,353,304

​

$

11,951,009

​

$

6,943,973

​

$

3,436,225

​

$

1,570,811

​

Our highest concentration of credit by loan type is in CRE. CRE loans consist of term loans secured by a mortgage lien on the real property and include both non-owner occupied and owner occupied CRE loans, as well as construction and land development, multifamily real estate, and residential 1-4 family-commercial loans. CRE loans are generally viewed as having more risk of default than residential real estate loans and depend on cash flows from the owner’s business or the property’s tenants to service the debt. The borrower’s cash flows may be affected significantly by general economic conditions, a downturn in the local economy, or in occupancy rates in the market where the property is located, any of which could increase the likelihood of default.

We perform risk assessments to identify the CRE concentration ratio based on the two-tiered guidelines issued by the federal banking regulators: (i) total reported loans for construction, land development, and other land represent 100 percent or more of the institution's total capital; or (ii) total CRE loans represent 300 percent or more of the institution's total capital, and the outstanding balance of the institution's CRE loan portfolio has increased by 50 percent or more during the prior 36 months. The loan balances used to determine the CRE concentration ratio are as defined in the Call Report instructions and do not necessarily match the balances displayed in Note 4 “Loans And Allowance For Loan Losses”.

As of June 30, 2025 and December 31, 2024, our construction and land development concentration as a percentage of capital totaled 59.8% and 63.2%, respectively, and our CRE concentration as a percentage of capital totaled 283.8% and 292.7%, respectively. The decreases in the concentration ratios are primarily driven by the Sandy Spring acquisition and the subsequent sale of $2.0 billion of performing CRE loans acquired in the Sandy Spring acquisition. Total CRE exposure increased 102.4%

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for the 36 month period ended June 30, 2025 primarily as a result of the Sandy Spring and American National acquisitions, partially offset by the CRE loan sale.

We seek to mitigate risks attributable to our most highly concentrated portfolios and our portfolios that pose unique risks to our balance sheet through our credit underwriting and monitoring processes, including oversight by a centralized credit administration function, approval process, credit policy, and risk management committee, as well as through our seasoned bankers that focus on lending to borrowers with proven track records in markets that we are familiar with. All construction lending risk is controlled by a centralized construction loan servicing department that independently reviews and approves each draw request, including assessing on-going budget adequacy, and monitors project completion milestones. When underwriting CRE loans, we require collateral values in excess of the loan amounts, cash flows in excess of expected debt service requirements, and equity investment in the project. As part of the CRE loan origination process, we also stress test loan interest rates and occupancy rates to determine the impact of different economic conditions on the borrower’s ability to maintain adequate debt service.

We also manage our CRE exposure through product type limits, individual loan-size limits for CRE product types, client relationship limits, and transactional risk acceptance criteria, as well as other techniques, including but not limited to, loan syndications/participations, collateral, guarantees, structure, covenants, and other risk reduction techniques. Our CRE loan policies are specific to individual product types and underwriting parameters vary depending on the risk profile of each asset class. We evaluate risk concentrations regularly in our CRE portfolio on both an aggregate portfolio level and on an individual client basis, and regularly review and adjust as appropriate our lending strategies and CRE product-specific approach to underwriting in light of market conditions and our overall corporate strategy and initiatives.

The average loan size of our CRE portfolio was approximately $1.2 million and $1.1 million as of June 30, 2025 and December 31, 2024, respectively, and the median loan size in our CRE portfolio was approximately $306,000 as of June 30, 2025 and approximately $242,000 as of December 31, 2024.

The following table presents the composition of our CRE loan categories, including the industry classification for CRE non-owner occupied loans, and CRE loans as a percentage of total loans for the periods ended (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

December 31, 2024

​

​

Balance

​

​

%

​

​

Balance

​

​

%

​

CRE - Non-Owner Occupied

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Hotel/Motel B&B

​

$

1,157,048

​

​

4.23

%

​

$

997,185

​

​

5.40

%

Industrial/Warehouse

​

​

1,138,885

​

​

4.17

%

​

​

892,028

​

​

4.83

%

Office

​

​

1,415,023

​

​

5.18

%

​

​

881,660

​

​

4.77

%

Retail

​

1,762,332

​

​

6.45

%

​

1,058,591

​

​

5.73

%

Self Storage

​

​

537,757

​

​

1.97

%

​

​

435,525

​

​

2.36

%

Senior Living

​

​

427,093

​

​

1.56

%

​

​

340,689

​

​

1.84

%

Other

​

​

474,554

​

​

1.74

%

​

​

329,912

​

​

1.79

%

Total CRE - Non-Owner Occupied

​

​

6,912,692

​

​

25.30

%

​

​

4,935,590

​

​

26.72

%

CRE - Owner Occupied

​

​

3,940,371

​

​

14.42

%

​

​

2,370,119

​

​

12.83

%

Construction and Land Development

​

​

2,444,151

​

​

8.94

%

​

​

1,731,108

​

​

9.37

%

Multifamily Real Estate

​

2,083,559

​

​

7.62

%

​

1,240,209

​

​

6.71

%

Residential 1-4 Family - Commercial

​

​

1,131,288

​

​

4.14

%

​

​

719,425

​

​

3.89

%

Total CRE Loans

​

​

16,512,061

​

​

60.42

%

​

​

10,996,451

​

​

59.52

%

All other loan types

​

​

10,816,272

​

​

39.58

%

​

​

7,474,170

​

​

40.48

%

Total LHFI, net of deferred fees and costs

​

$

27,328,333

​

​

100.00

%

​

$

18,470,621

​

​

100.00

%

​

Because payments on loans secured by commercial and multifamily properties are often dependent on the successful operation or management of the properties, repayment of these loans may be subject to adverse conditions in the real estate market or the economy. In particular, the repayment of loans secured by non-owner occupied commercial properties depend primarily on the tenant’s continuing ability to pay rent to the property owner, who is our borrower, or, if the property owner is unable to find a tenant, the property owner’s ability to repay the loan without the benefit of a rental income stream. If the cash flow from the project is reduced, or if leases are not obtained or renewed, the borrower’s ability to repay the loan may be impaired.  Due to these risks, we proactively monitor our non-owner occupied CRE and multifamily real estate exposures and evaluate these portfolios against our established lending policies, and we believe this monitoring and evaluation helps ensure that these portfolios are geographically diverse and granular. We do not currently monitor owner-occupied CRE loans based on geographical markets as the primary source of repayment for these loans is predicated on the cash flow from the underlying

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operating entity, which is generally less dependent on conditions in the relevant CRE market. These loans are generally located within our geographical footprint and are generally distributed across industries.

​

The following table presents the distribution of our CRE non-owner occupied, multifamily real estate, and office portfolio loans by market location based on the underlying loan collateral for the periods ended (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

December 31, 2024

​

​

CRE Non-Owner Occupied

​

Office Portfolio(1)

​

Multifamily

​

CRE Non-Owner Occupied

​

Office Portfolio(1)

​

Multifamily

Carolinas

​

$

1,221,734

​

$

303,173

​

$

645,119

​

$

1,115,247

​

$

329,621

​

$

359,031

DC Metro

​

​

1,213,676

​

​

394,814

​

​

276,726

​

​

363,309

​

​

49,822

​

​

27,036

Western VA

​

1,077,691

​

​

115,718

​

​

285,005

​

1,050,150

​

​

125,483

​

​

256,513

Fredericksburg Area

​

​

770,752

​

​

142,243

​

​

80,983

​

​

621,525

​

​

104,378

​

​

62,014

Baltimore

​

​

658,041

​

​

130,639

​

​

164,903

​

​

134,991

​

​

15,511

​

​

1,267

Central VA

​

​

611,873

​

​

98,890

​

​

290,047

​

​

604,722

​

​

100,674

​

​

230,274

Coastal VA/NC

​

​

554,579

​

​

65,519

​

​

217,429

​

​

503,234

​

​

67,716

​

​

165,295

Other Maryland

​

​

306,001

​

​

61,801

​

​

9,375

​

​

121,498

​

​

330

​

​

1,028

Other

​

​

297,005

​

​

55,312

​

​

29,502

​

​

224,740

​

​

41,660

​

​

32,772

Eastern VA

​

​

201,340

​

​

46,914

​

​

84,470

​

​

196,174

​

​

46,465

​

​

104,979

Total

​

$

6,912,692

​

$

1,415,023

​

$

2,083,559

​

$

4,935,590

​

$

881,660

​

$

1,240,209

⁽¹⁾ The office portfolio is a subset of our CRE non-owner occupied loans included in the column to the left.

​

The shift to work-from-home and hybrid work environments have caused a decreased utilization of office space. As such, we have additional monitoring for our exposure to office space, within our non-owner occupied CRE portfolio, including periodic credit risk assessment of expiring office leases for most of the office portfolio. We do not currently finance large, high-rise, or major metropolitan central business district office buildings, and the office portfolio is generally in suburban markets with strong occupancy levels. The average loan size in our office portfolio was approximately $1.9 million and $1.7 million as of June 30, 2025 and December 31, 2024, respectively, and the median loan size in our office portfolio was approximately $725,000 as of June 30, 2025 and approximately $571,000 as of December 31, 2024. The average loan size in our multifamily portfolio was approximately $3.1 million as of June 30, 2025 and $2.5 million as of December 31, 2024, and the median loan size in our multifamily portfolio was approximately $753,000 as of June 30, 2025 and approximately $646,000 as of December 31, 2024.

​

ASSET QUALITY

Overview

​

At June 30, 2025 and December 31, 2024, nonaccrual LHFI was $162.6 million and $58.0 million, respectively, while non-performing assets (“NPAs”) as a percentage of LHFI totaled 0.60% and 0.32%, respectively. The increase in NPAs as a percentage of LHFI was primarily due to PCD loans acquired from Sandy Spring, primarily in the construction and land development, commercial real estate non-owner occupied, residential 1-4 family consumer and revolving, and commercial real estate owner occupied portfolios, which were nonperforming at the time of acquisition and were recorded at their amortized cost basis, which reflects their acquisition date fair value plus the initial allowance for expected credit losses recognized at acquisition, in accordance with ASC 326, Financial Instruments – Credit Losses. Net charge-offs were $2.9 million for the six months ended June 30, 2025, compared to net charge-offs of $6.7 million for the same period in the prior year. We continue to experience historically low levels of NPAs; however, there is increased uncertainty in the economic forecast which could lead to increases in NPAs in future periods. Our ACL at June 30, 2025 increased $148.7 million from December 31, 2024 to $342.4 million, primarily reflecting the impacts of the Sandy Spring acquisition. In connection with the Sandy Spring acquisition, we recorded an initial ACL of $129.2 million that consisted of an ALLL of $117.8 million and RUC of $11.4 million. The ALLL included an $89.5 million reserve on acquired non-PCD loans established through provision expense, which represents the CECL “double count” of the non-PCD credit mark, and a $28.3 million reserve on PCD loans. Refer to Note 4 “Loans and Allowance for Loan Losses” within Item 1 of this Quarterly Report for further information.

​

We continue to refrain from originating or purchasing loans from foreign entities, and we selectively originate loans to higher risk borrowers. Our loan portfolio generally does not include exposure to option adjustable-rate mortgage products, high loan-to-value ratio mortgages, interest only mortgage loans, subprime mortgage loans, or mortgage loans with initial teaser rates, which are all considered higher risk instruments.

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Nonperforming Assets

At June 30, 2025 and December 31, 2024, NPAs totaled $163.4 million and $58.4 million, respectively, representing an increase of $105.0 million. Our NPAs as a percentage of total outstanding LHFI at June 30, 2025 and December 31, 2024 were 0.60% and 0.32%, respectively. The increase in NPAs was primarily due to PCD loans acquired in the Sandy Spring acquisition, which included $49.4 million of acquired construction and land development loans, $27.1 million of acquired commercial real estate non-owner occupied loans, $10.3 million of acquired residential 1-4 family consumer and revolving loans, $3.1 million of acquired commercial real estate owner occupied loans, and the remainder due to other acquired Sandy Spring loans.

The following table shows a summary of asset quality balances and related ratios as of the periods ended (dollars in thousands):

​	​	​	​	​	​	​	​
​		June 30,			December 31,
​		2025			2024
Nonaccrual LHFI	​	$	162,615	​	$	57,969	​
Foreclosed properties	​		774	​		404	​
Total NPAs	​		163,389	​		58,373	​
LHFI past due 90 days and accruing interest	​		39,812	​		14,143	​
Total NPAs and LHFI past due 90 days and accruing interest	​	$	203,201	​	$	72,516	​
​	​	​	​	​	​	​	​
Balances	​			​			​
Allowance for loan and lease losses	​	$	315,574	​	$	178,644	​
Allowance for credit losses	​	​	342,352	​	​	193,685	​
Average LHFI, net of deferred fees and costs	​		22,785,570	​		17,647,589	​
LHFI, net of deferred fees and costs	​		27,328,333	​		18,470,621	​
​	​	​	​	​	​	​	​
Ratios	​			​			​
Nonaccrual LHFI to total LHFI	​	​	0.60	%	​	0.31	%
NPAs to total LHFI	​		0.60	%	​	0.32	%
NPAs & LHFI 90 days past due and accruing interest to total LHFI	​		0.74	%	​	0.39	%
NPAs to total LHFI & foreclosed property	​		0.60	%	​	0.32	%
NPAs & LHFI 90 days past due and accruing interest to total LHFI & foreclosed property	​		0.74	%	​	0.39	%
ALLL to nonaccrual LHFI	​		194.06	%	​	308.17	%
ALLL to nonaccrual LHFI & LHFI 90 days past due and accruing interest	​		155.90	%	​	247.73	%
ACL to nonaccrual LHFI	​	​	210.53	%	​	334.12	%

​

​

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NPAs include nonaccrual LHFI, which totaled $162.6 million at June 30, 2025, representing an increase of $104.6 million from December 31, 2024. The following table shows the activity in nonaccrual LHFI for the quarters ended (dollars in thousands):

​	​	​	​	​	​	​	​
​		June 30,			December 31,
​	​	2025			2024
Beginning Balance	​	$	69,015	​	$	36,847	​
Net customer payments	​		(4,595)	​		(11,491)	​
Additions	​		98,975	​		34,446	​
Charge-offs	​	​	(780)	​		(1,231)	​
Loans returning to accruing status	​		—	​		(602)	​
Ending Balance	​	$	162,615	​	$	57,969	​

​

The following table presents the composition of nonaccrual LHFI and the coverage ratio, which is the ALLL expressed as a percentage of nonaccrual LHFI, as of the periods ended (dollars in thousands):

​	​	​	​	​	​	​	​
​		June 30,			December 31,
​	​	2025			2024
Construction and Land Development	​	$	50,904	​	$	1,313	​
CRE - Owner Occupied	​		6,116	​		2,915	​
CRE - Non-owner Occupied	​		28,413	​		1,167	​
Multifamily Real Estate	​	​	1,589	​	​	132	​
Commercial & Industrial	​		44,897	​		33,702	​
Residential 1-4 Family - Commercial	​		2,700	​		1,510	​
Residential 1-4 Family - Consumer	​		20,689	​		12,725	​
Residential 1-4 Family - Revolving	​		5,346	​		3,826	​
Auto	​		526	​		659	​
Consumer	​	​	20	​	​	20	​
Other Commercial	​		1,415	​		—	​
Total	​	$	162,615	​	$	57,969	​
Coverage Ratio	​	​	194.06	%	​	308.17	%

​

Past Due Loans

At June 30, 2025, past due LHFI still accruing interest totaled $77.7 million or 0.28% of total LHFI, compared to $57.7 million or 0.31% of total LHFI at December 31, 2024. Of the total past due LHFI still accruing interest, $39.8 million or 0.15% of total LHFI were loans past due 90 days or more at June 30, 2025, compared to $14.1 million or 0.08% of total LHFI at December 31, 2024.

Troubled Loan Modifications

As of June 30, 2025 and 2024, we had TLMs with an amortized cost basis of $20.2 million and $24.1 million, respectively. There was no material allowance on TLMs for both June 30, 2025 and 2024. As of June 30, 2025 and 2024, there were no material unfunded commitments on loans modified and designated as TLMs.

​

Net Charge-offs

For the second quarter of 2025, net charge-offs were $666,000 or 0.01% of total average LHFI on an annualized basis, compared to net charge-offs of $1.7 million or 0.04% for the same quarter last year.

​

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Provision for Credit Losses

We recorded a provision for credit losses of $105.7 million for the second quarter of 2025, an increase of $83.9 million compared to the provision for credit losses of $21.8 million recorded during the same quarter of 2024. The provision for credit losses for the second quarter of 2025 reflected a provision of $94.2 million for loan losses and a $11.5 million provision for unfunded commitments. Included in the provision for credit losses for the second quarter of 2025 was $89.5 million of Day 1 initial provision expense on non-PCD loans and $11.4 million on unfunded commitments, each acquired from Sandy Spring. Included in the provision for credit losses for the second quarter of 2024 was $13.2 million of Day 1 initial provision expense on non-PCD loans and $1.4 million on unfunded commitments, each acquired from American National. Outside of Day 1 initial provision expense recorded on non-PCD loans and unfunded commitments acquired from Sandy Spring and American National, the provision for credit losses decreased compared to the same period in the prior year, primarily reflecting the impact of lower net charge-offs in the second quarter of 2025.

Allowance for Credit Losses

At June 30, 2025, the ACL was $342.4 million and included an ALLL of $315.6 million and an RUC of $26.8 million. At April 1, 2025, the initial ACL related to the Sandy Spring acquisition was $129.2 million, consisting of an ALLL of $117.8 million and RUC of $11.4 million. The ALLL included an $89.5 million reserve on acquired non-PCD loans established through provision expense, which represents the CECL “double count” of the non-PCD credit mark, and a $28.3 million reserve on PCD loans. Outside of the initial ACL related to the Sandy Spring acquisition, the ACL at June 30, 2025 increased $19.4 million from December 31, 2024, primarily reflecting the impacts of loan growth and deteriorating macroeconomic forecasts.

The following table summarizes the ACL as of the periods ended (dollars in thousands):

​	​	​	​	​	​	​	​
​		June 30,			December 31,
​	​	2025			2024
Total ALLL	​	$	315,574	​	$	178,644	​
Total Reserve for Unfunded Commitments	​	​	26,778	​	​	15,041	​
Total ACL	​	$	342,352	​	$	193,685	​
​	​	​	​	​	​	​	​
ALLL to total LHFI	​		1.15	%		0.97	%
ACL to total LHFI	​	​	1.25	%	​	1.05	%

​

The following table summarizes net charge-off activity by loan segment for the three and six months ended June 30, (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

2025

​

2025

​

​

Commercial

Consumer

Total

Commercial

​

Consumer

Total

​

Loans charged-off

$

(1,534)

​

$

(1,045)

​

$

(2,579)

​

$

(3,382)

​

$

(2,082)

​

$

(5,464)

​

Recoveries

​

1,545

​

​

368

​

​

1,913

​

​

1,775

​

​

745

​

​

2,520

​

Net charge-offs

$

11

​

$

(677)

​

$

(666)

​

$

(1,607)

​

$

(1,337)

​

$

(2,944)

​

Net charge-offs to average loans(1)

0.00

%

​

0.06

%

​

0.01

%

​

0.02

%

0.08

%

0.03

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

2024

​

2024

​

​

Commercial

Consumer

Total

Commercial

​

Consumer

Total

​

Loans charged-off

$

(2,094)

​

$

(994)

​

$

(3,088)

​

$

(7,033)

​

$

(1,949)

​

$

(8,982)

​

Recoveries

​

1,057

​

​

291

​

​

1,348

​

​

1,590

​

​

735

​

​

2,325

​

Net charge-offs

$

(1,037)

​

$

(703)

​

$

(1,740)

​

$

(5,443)

​

$

(1,214)

​

$

(6,657)

​

Net charge-offs to average loans(1)

0.03

%

​

0.12

%

​

0.04

%

​

0.07

%

0.10

%

0.08

%

⁽¹⁾ Net charge-off rates are annualized and calculated by dividing net charge-offs by average LHFI for the period for each loan category.

​

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Table of Contents

The following table summarizes the ALLL activity by loan segment and the percentage of the loan portfolio that the related ALLL covers as of the quarters ended (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

June 30, 2025

​

​

December 31, 2024

​

​

Commercial

​

Consumer

Total

​

Commercial

​

Consumer

Total

​

ALLL

$

257,403

​

$

58,171

​

$

315,574

​

​

$

148,887

​

$

29,757

​

$

178,644

​

Loan %(1)

​

84.4

%

​

15.6

%

​

100.0

%

​

​

86.6

%

​

13.4

%

​

100.0

%

ALLL to total LHFI(2)

​

1.12

%

​

1.36

%

​

1.15

%

​

​

0.93

%

1.20

%

0.97

%

⁽¹⁾ The percentage represents the loan balance divided by total LHFI.

⁽²⁾The percentage represents ALLL divided by the total LHFI for each loan category.

​

The increase in the ALLL from the prior year for the Commercial segment is primarily due to the Sandy Spring acquisition, as well as loan growth and deteriorating macroeconomic forecasts. The increase in the ALLL from the prior year for the Consumer segment is primarily due to the Sandy Spring acquisition, as well as the impact of deteriorating macroeconomic forecasts, partially offset by the run-off in the third-party lending and auto portfolios.

​

DEPOSITS

As of June 30, 2025, our total deposits were $31.0 billion, an increase of $10.6 billion or 51.8% from December 31, 2024. Total interest-bearing deposits consisted of interest checking accounts, money market accounts, savings, time deposits, and brokered deposits. Our total time deposit balances with customers totaled $5.8 billion and accounted for 25.3% of total interest-bearing customer deposits at June 30, 2025, compared to $4.1 billion and 27.5% at December 31, 2024. We seek to fund increased loan volumes by growing core deposits, but, subject to internal policy limits on the amount of wholesale funding we may maintain, we may use wholesale funding sources to fund shortfalls, if any, or provide additional liquidity. We use purchased brokered deposits as part of our overall liquidity management strategy on an as needed basis, and we purchase such brokered deposits through nationally recognized networks. At June 30, 2025, our brokered deposits totaled $1.2 billion, a $54.3 million decrease from December 31, 2024.

The following table presents the deposit balances, including brokered deposits, by major category as of the quarters ended (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​
​	​	June 30, 2025					December 31, 2024
​		​	​		% of total		​	​		% of total
Deposits:	​	Amount		​	deposits	​	Amount		​	deposits
Interest checking accounts	​	$	6,909,250		22.3	%	$	5,494,550		26.9	%
Money market accounts	​		7,242,686		23.4	%		4,291,097		21.0	%
Savings accounts	​		2,865,159		9.3	%		1,025,896		5.0	%
Customer time deposits of $250,000 and over	​		1,780,027		5.7	%		1,202,657		5.9	%
Other customer time deposits	​		3,972,352		12.8	%		2,888,476		14.2	%
Time Deposits	​	​	5,752,379		18.5	%	​	4,091,133		20.1	%
Total interest-bearing customer deposits	​	​	22,769,474	​	73.5	%	​	14,902,676	​	73.0	%
Brokered deposits	​	​	1,163,580	​	3.8	%	​	1,217,895	​	6.0	%
Total interest-bearing deposits	​	$	23,933,054	​	77.3	%	$	16,120,571	​	79.0	%
Demand deposits	​	​	7,039,121	​	22.7	%	​	4,277,048	​	21.0	%
Total Deposits (1)	​	$	30,972,175		100.0	%	$	20,397,619		100.0	%

⁽¹⁾ Includes uninsured deposits of $11.3 billion and $7.1 billion as of June 30, 2025 and December 31, 2024, respectively, and collateralized deposits of $1.3 billion and $1.1 billion as of June 30, 2025 and December 31, 2024, respectively. Amounts are based on estimated amounts of uninsured deposits as of the reported period.

Maturities of time deposits in excess of FDIC insurance limits were as follows for the quarters ended (dollars in thousands):

​	​	​	​	​	​
​	​	​		​	​

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Table of Contents

​	June 30, 2025		​	December 31, 2024
3 Months or Less	$	345,405	​	$	291,391
Over 3 Months through 6 Months		182,475	​		159,194
Over 6 Months through 12 Months	​	203,018	​	​	78,090
Over 12 Months		113,380	​		51,982
Total	$	844,278	​	$	580,657

​

​

​

CAPITAL RESOURCES

​

Capital resources represent funds, earned or obtained, over which financial institutions can exercise greater or longer control in comparison with deposits and borrowed funds. Our management reviews our capital adequacy on an ongoing basis with reference to size, composition, and quality of our resources and consistency with regulatory requirements and industry standards. We seek to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses, while allowing us to effectively leverage our capital to maximize return to shareholders.

Under the Basel III capital rules, we must comply with the following minimum capital ratios: (i) a common equity Tier 1 capital ratio of 7.0% of risk-weighted assets; (ii) a Tier 1 capital ratio of 8.5% of risk-weighted assets; (iii) a total capital ratio of 10.5% of risk-weighted assets; and (iv) a leverage ratio of 4.0% of total assets. These ratios, with the exception of the leverage ratio, include a 2.5% capital conservation buffer, which is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of common equity Tier 1 to risk-weighted assets above the minimum but below the conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall.

​

The following table summarizes our regulatory capital and related ratios as of the periods ended ⁽²⁾ (dollars in thousands):

​	​	​	​
​	June 30,	December 31,	June 30,
​	2025	2024	2024
Common equity Tier 1 capital	$ 2,966,424	$ 2,063,163	$ 1,978,314
Tier 1 capital	3,132,780	2,229,519	2,144,670
Tier 2 capital	1,035,138	589,879	570,038
Total risk-based capital	4,167,918	2,819,398	2,714,708
Risk-weighted assets	30,349,939	20,713,531	20,898,263
Capital ratios:	​	​	​
Common equity Tier 1 capital ratio	9.77%	9.96%	9.47%
Tier 1 capital ratio	10.32%	10.76%	10.26%
Total capital ratio	13.73%	13.61%	12.99%
Leverage ratio (Tier 1 capital to average assets)	8.65%	9.29%	9.05%
Capital conservation buffer ratio (1)	4.32%	4.76%	4.26%
Common equity to total assets	12.51%	12.11%	11.62%
Tangible common equity to tangible assets (+)	7.39%	7.21%	6.71%

⁽¹⁾ Calculated by subtracting the regulatory minimum capital ratio requirements from the Company’s actual ratio results for Common equity, Tier 1, and Total risk-based capital. The lowest of the three measures represents the Company’s capital conservation buffer ratio.

⁽²⁾ All ratios and amounts at June 30, 2025 are estimates and subject to change pending the filing of our FR Y9-C. All other periods are presented as filed.

⁽⁺⁾ Refer to “Non-GAAP Financial Measures” within this Item 2 for more information about this non-GAAP financial measure, including a reconciliation of this measure to the most directly comparable financial measure calculated in accordance with GAAP.

​

For more information about our off-balance sheet obligations and cash requirements, refer to “Liquidity” within this Item 2.

​

​

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Table of Contents

NON-GAAP FINANCIAL MEASURES

In this Quarterly Report, we have provided supplemental performance measures determined by methods other than in accordance with GAAP. These non-GAAP financial measures are a supplement to GAAP, which is used to prepare our financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, our non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. We use the non-GAAP financial measures discussed herein in our analysis of our performance. Management believes that these non-GAAP financial measures provide additional understanding of ongoing operations, enhance the comparability of our results of operations with prior periods and show the effects of significant gains and charges in the periods presented without the impact of items or events that may obscure trends in our underlying performance.

We believe interest and dividend income (FTE), which is used in computing yield on interest-earning assets (FTE), provides valuable additional insight into the yield on interest-earning assets (FTE) by adjusting for differences in the tax treatment of interest income sources. We believe net interest income (FTE) and total revenue (FTE), which are used in computing net interest margin (FTE), provide valuable additional insight into the net interest margin by adjusting for differences in the tax treatment of interest income sources. The entire FTE adjustment is attributable to interest income on earning assets, which is used in computing the yield on earning assets. Interest expense and the related cost of interest-bearing liabilities and cost of funds ratios are not affected by the FTE components.

The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for the three and six months ended June 30, (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended						Six Months Ended
​		2025			2024			2025			2024
Interest Income (FTE)	​	​	​	​	​	​	​	​	​	​	​	​	​
Interest and dividend income (GAAP)	​	$	510,372	​	$	320,888	​	$	816,208	​	$	583,802	​
FTE adjustment	​		4,362	​		3,814	​		8,120	​		7,537	​
Interest and dividend income (FTE) (non-GAAP)	​	$	514,734	​	$	324,702	​	$	824,328	​	$	591,339	​
Average earning assets	​	$	34,121,715	​	$	21,925,128	​	$	28,148,353	​	$	20,507,261	​
Yield on interest-earning assets (GAAP)	​		6.00	%		5.89	%		5.85	%		5.72	%
Yield on interest-earning assets (FTE) (non-GAAP)	​		6.05	%		5.96	%		5.91	%		5.80	%
Net Interest Income (FTE)	​			​			​			​			​
Net interest income (GAAP)	​	$	321,371	​	$	184,534	​	$	505,536	​	$	332,358	​
FTE adjustment	​		4,362	​		3,814	​		8,120	​		7,537	​
Net interest income (FTE) (non-GAAP)	​	$	325,733	​	$	188,348	​	$	513,656	​	$	339,895	​
Noninterest income (GAAP)	​	​	81,522	​	​	23,812	​	​	110,685	​	​	49,365	​
Total revenue (FTE) (non-GAAP)	​	$	407,255	​	$	212,160	​	$	624,341	​	$	389,260	​
Average earning assets	​	$	34,121,715	​	$	21,925,128	​	$	28,148,353	​	$	20,507,261	​
Net interest margin (GAAP)	​		3.78	%		3.39	%		3.62	%		3.26	%
Net interest margin (FTE) (non-GAAP)	​		3.83	%		3.46	%		3.68	%		3.33	%

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Tangible assets and tangible common equity are used in the calculation of certain profitability, capital, and per share ratios. We believe tangible assets, tangible common equity and the related ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which we believe will assist investors in assessing our capital and our ability to absorb potential losses. We believe tangible common equity is an important indication of our ability to grow organically and through business combinations as well as our ability to pay dividends and to engage in various capital management strategies.

The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for each of the periods presented (dollars in thousands):

​	​	​	​	​	​	​	​	​	​	​
​	​	June 30,		​	December 31,		​	June 30,		​
​		2025			2024			2024
Tangible Assets	​			​			​			​
Ending Assets (GAAP)	​	$	37,289,371	​	$	24,585,323	​	$	24,761,413	​
Less: Ending goodwill	​		1,710,912	​		1,214,053	​		1,207,484	​
Less: Ending amortizable intangibles	​		351,381	​		84,563	​		95,980	​
Ending tangible assets (non-GAAP)	​	$	35,227,078	​	$	23,286,707	​	$	23,457,949	​
Tangible Common Equity	​			​			​			​
Ending Equity (GAAP)	​	$	4,832,639	​	$	3,142,879	​	$	3,043,686	​
Less: Ending goodwill	​		1,710,912	​		1,214,053	​		1,207,484	​
Less: Ending amortizable intangibles	​		351,381	​		84,563	​		95,980	​
Less: Perpetual preferred stock	​	​	166,357	​	​	166,357	​	​	166,357	​
Ending tangible common equity (non-GAAP)	​	$	2,603,989	​	$	1,677,906	​	$	1,573,865	​
Average equity (GAAP)	​	$	4,761,630	​	$	2,971,111	​	$	3,021,929	​
Less: Average goodwill	​		1,710,557	​		1,139,422	​		1,208,588	​
Less: Average amortizable intangibles	​		360,589	​		73,984	​		97,109	​
Less: Average perpetual preferred stock	​	​	166,356	​	​	166,356	​	​	166,356	​
Average tangible common equity (non-GAAP)	​	$	2,524,128	​	$	1,591,349	​	$	1,549,876	​
Common equity to total assets (GAAP)	​	​	12.51	%	​	12.11	%	​	11.62	%
Tangible common equity to tangible assets (non-GAAP)	​		7.39	%		7.21	%		6.71	%

​

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Adjusted operating measures exclude, as applicable, merger-related costs, deferred tax asset write-down, FDIC special assessments, CECL Day 1 non-PCD loans and RUC provision expense, gain on sale of equity interest in CSP, gain on CRE loan sale, and gain (loss) on sale of securities. We believe these non-GAAP adjusted measures provide investors with important information about the continuing economic results of our operations. Due to the impact of completing the Sandy Spring acquisition in the second quarter of 2025 and the acquisition of American National in the second quarter of 2024, we updated our non-GAAP operating measures beginning in the second quarter of 2025 to exclude the CECL Day 1 non-PCD loans and RUC provision expense. The CECL Day 1 non-PCD loans and RUC provision expense is comprised of the initial provision expense on non-PCD loans, which represents the CECL “double count” of the non-PCD credit mark, and the additional provision for unfunded commitments. We do not view the CECL Day 1 non-PCD loans and RUC provision expense as organic costs to run our business and believe this updated presentation will provide investors with additional information to assist in period-to-period and company-to-company comparisons of operating performance, which will aid investors in analyzing our performance. Prior period non-GAAP operating measures presented in this Quarterly Report have been recast to conform to this updated presentation. The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for the three and six months ended June 30, (dollars in thousands, except per share amounts):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

Six Months Ended

​

2025

2024

2025

2024

Adjusted Operating Earnings & EPS

​

​

​

​

​

​

​

​

​

​

​

​

Net income (GAAP)

​

$

19,791

​

$

25,161

​

$

69,610

​

$

74,930

Plus: Merger-related costs, net of tax

​

63,349

​

24,236

​

​

67,992

​

​

25,799

Plus: Deferred tax asset write-down

​

​

—

​

​

4,774

​

​

—

​

​

4,774

Plus: FDIC special assessment, net of tax

​

​

—

​

​

—

​

​

—

​

​

664

Plus: CECL Day 1 non-PCD loans and RUC provision expense, net of tax

​

​

77,742

​

​

11,520

​

​

77,742

​

​

11,520

Less: Gain on sale of equity interest in CSP, net of tax

​

​

10,654

​

​

—

​

​

10,654

​

​

—

Less: Gain on CRE loan sale, net of tax

​

​

12,104

​

​

—

​

​

12,104

​

​

—

Less: Gain (loss) on sale of securities, net of tax

​

​

12

​

​

(5,148)

​

​

(67)

​

​

(5,145)

Adjusted operating earnings (non-GAAP)

​

$

138,112

​

$

70,839

​

$

192,653

​

$

122,832

Less: Dividends on preferred stock

​

​

2,967

​

​

2,967

​

​

5,934

​

​

5,934

Adjusted operating earnings available to common shareholders (non-GAAP)

​

$

135,145

​

$

67,872

​

$

186,719

​

$

116,898

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average common shares outstanding, diluted

​

141,738,325

​

89,768,466

​

116,056,670

​

82,482,921

Earnings per common share, diluted (GAAP)

​

$

0.12

​

$

0.25

​

$

0.55

​

$

0.84

Adjusted operating earnings per common share, diluted (non-GAAP)

​

$

0.95

​

$

0.76

​

$

1.61

​

$

1.42

​

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Adjusted operating noninterest expense excludes, as applicable, expenses related to the amortization of intangible assets, merger-related costs, and FDIC special assessments. Adjusted operating noninterest income excludes, as applicable, gain on sale of equity interest in CSP, gain on CRE loan sale, and gain (loss) on sale of securities. These measures are similar to the measures we use when analyzing corporate performance and are also similar to the measure used for incentive compensation. We believe this adjusted measure provides investors with important information about the continuing economic results of our operations. The following table reconciles non-GAAP financial measures from the most directly comparable GAAP financial measures for the three and six months ended June 30, (dollars in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

Six Months Ended

​

2025

2024

2025

2024

Adjusted Operating Noninterest Expense & Noninterest Income

​

​

​

​

​

​

​

​

​

​

​

​

Noninterest expense (GAAP)

​

$

279,698

​

$

150,005

​

$

413,882

​

$

255,279

Less: Amortization of intangible assets

​

18,433

​

5,995

​

23,832

​

7,889

Less: Merger-related costs

​

78,900

​

29,778

​

83,840

​

31,652

Less: FDIC special assessment

​

​

—

​

​

—

​

​

—

​

​

840

Adjusted operating noninterest expense (non-GAAP)

​

$

182,365

​

$

114,232

​

$

306,210

​

$

214,898

Noninterest income (GAAP)

​

$

81,522

​

$

23,812

​

$

110,685

​

$

49,365

Less: Gain on sale of equity interest in CSP

​

​

14,300

​

​

—

​

​

14,300

​

​

—

Less: Gain on CRE loan sale

​

​

15,720

​

​

—

​

​

15,720

​

​

—

Less: Gain (loss) on sale of securities

​

​

16

​

​

(6,516)

​

​

(87)

​

​

(6,513)

Adjusted operating noninterest income (non-GAAP)

​

$

51,486

​

$

30,328

​

$

80,752

​

$

55,878

​

​

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Sensitivity

Market risk is the risk of loss arising from adverse changes in the fair value of financial instruments due to changes in interest rates, exchange rates, and equity prices. Our market risk is composed primarily of interest rate risk. Our asset liability management committee is responsible for reviewing our interest rate sensitivity position and establishing policies to monitor and limit exposure to this risk. Our Board of Directors reviews and approves the policies established by our asset liability management committee.

We monitor interest rate risk using three complementary modeling tools: static gap analysis, earnings simulation modeling, and economic value simulation (net present value estimation). Each of these models measures changes in a variety of interest rate scenarios. While each of the interest rate risk models has limitations, taken together, they represent a reasonably comprehensive view of the magnitude of our interest rate risk, the distribution of risk along the yield curve, the level of risk through time, and the amount of exposure to changes in certain interest rate relationships. We use the static gap analysis, which measures aggregate re-pricing values, less often because it does not effectively consider the optionality embedded into many assets and liabilities and, therefore, we do not address it here. We use earnings simulation and economic value simulation models on a regular basis, which more effectively measure the cash flow and optionality impacts, and these models are discussed below.

We determine the overall magnitude of interest sensitivity risk and then we create policies and practices governing asset generation and pricing, funding sources and pricing, and off-balance sheet commitments. These policies and practices are based on management’s expectations regarding future interest rate movements, the states of the national, regional and local economies, and other financial and business risk factors. We use simulation modeling to measure and monitor the effect of various interest rate scenarios and business strategies on our net interest income. This modeling reflects interest rate changes and the related impact on net interest income and net income over specified time horizons.

​

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Earnings Simulation Modeling

​

Management uses earnings simulation modeling to measure the sensitivity of our net interest income to changes in interest rates. The model calculates an earnings estimate based on current and projected balances and rates. This method is subject to the accuracy of the assumptions that underlie the process, but we believe it provides a better analysis of the sensitivity of earnings to changes in interest rates than other analyses, such as the static gap analysis noted above.

We derive the assumptions used in the model from historical trends and management’s outlook, including expected loan growth, loan prepayment rates, projected loan origination spreads, deposit growth rates, changes to deposit product betas and non-maturity deposit decay rates, and projected yields and rates. These assumptions may not be realized and unanticipated events and circumstances may also occur that cause the assumptions to be inaccurate. The model also does not take into account any future actions of management to mitigate the impact of interest rate changes. Our asset liability management committee monitors the assumptions at least quarterly and periodically adjusts them as it deems appropriate. In the modeling, we assume that all maturities, calls, and prepayments in the securities portfolio are reinvested in like instruments, and we base the MBS prepayment assumptions on industry estimates of prepayment speeds for portfolios with similar coupon ranges and seasoning. We also use different interest rate scenarios and yield curves to measure the sensitivity of earnings to changing interest rates. Interest rates on different asset and liability accounts move differently when the short-term market rate changes and these differences are reflected in the different rate scenarios. We adjust deposit betas, decay rates and loan prepayment speeds periodically in our models for non-maturity deposits and loans.

We use our earnings simulation model to estimate earnings in rate environments where rates are instantaneously shocked up or down around a “most likely” rate scenario, based on implied forward rates and futures curves. The analysis assesses the impact on net interest income over a 12-month period after an immediate increase or “shock” in rates, of 100 bps up to 300 bps. The model, under all scenarios, does not drop the index below zero.

The following table represents the interest rate sensitivity on our net interest income across the rate paths modeled for balances as of the quarterly periods ended:

​	​	​	​	​	​	​
​	​	Change In Net Interest Income
​	​	June 30,	​	December 31,	​	June 30,
​	​	2025	​	2024	​	2024
​		%		%		%
Change in Yield Curve:					​
+300 bps		5.49		6.23	​	8.00
+200 bps		4.03		4.50	​	5.58
+100 bps		2.21		2.48	​	2.97
Most likely rate scenario		—		—	​	—
-100 bps		(1.53)		(2.35)	​	(3.18)
-200 bps		(2.82)		(5.85)	​	(6.58)
-300 bps	​	(3.07)	​	(10.64)	​	(10.78)

​
If an institution is asset sensitive its assets reprice more quickly than its liabilities and net interest income would be expected to increase in a rising interest rate environment and decrease in a falling interest rate environment. If an institution is liability sensitive its liabilities reprice more quickly than its assets and net interest income would be expected to decrease in a rising interest rate environment and increase in a falling interest rate environment.

From a net interest income perspective, we were less asset sensitive as of June 30, 2025 compared to our positions as of December 31, 2024 and June 30, 2024. This shift is due, in part, to the changing market characteristics of certain loan and deposit products and, in part, due to various other balance sheet strategies. We expect net interest income to increase with an immediate increase or shock in market rates. In a decreasing interest rate environment, we expect a decline in net interest income as interest-earning assets re-price more quickly than interest-bearing deposits.

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Economic Value Simulation Modeling

​

We use economic value simulation modeling to calculate the estimated fair value of assets and liabilities over different interest rate environments. We calculate the economic values based on discounted cash flow analysis. The net economic value of equity is the economic value of all assets minus the economic value of all liabilities. The change in net economic value over different rate environments is an indication of the longer-term earnings capability of the balance sheet. We use the same assumptions in the economic value simulation model as in the earnings simulation model. The economic value simulation model uses instantaneous rate shocks to the balance sheet.

The following table reflects the estimated change in net economic value over different rate environments using economic value simulation for the balances as of the periods ended:

​	​	​	​	​	​	​
​	​	Change In Economic Value of Equity
​	​	June 30,	​	December 31,	​	June 30,
​	​	2025	​	2024	​	2024
​		%		%		%
Change in Yield Curve:			​		​
+300 bps		(9.75)	​	(6.98)	​	(6.82)
+200 bps		(6.40)	​	(4.75)	​	(4.39)
+100 bps		(3.18)	​	(2.47)	​	(2.07)
Most likely rate scenario		—	​	—	​	—
-100 bps		2.40	​	1.88	​	1.15
-200 bps		3.52	​	0.94	​	0.86
-300 bps	​	2.13	​	(1.09)	​	(1.54)

​

As of June 30, 2025, our economic value of equity is generally more liability sensitive in a rising interest rate environment compared to our positions as of December 31, 2024 and June 30, 2024, primarily due to the composition of our Consolidated Balance Sheets and also due to the pricing characteristics and assumptions of certain deposits and loans.

​

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ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
​

Management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2025. The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Exchange Act, means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded as of June 30, 2025, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

In designing and evaluating the Company’s disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control Over Financial Reporting
​

There was no change in the Company’s internal control over financial reporting (as such term is defined Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended June 30, 2025 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

In the ordinary course of our operations, we are party to various legal proceedings. Based on the information presently available, and after consultation with legal counsel, management believes that the ultimate outcome in such proceedings, in the aggregate, will not have a material adverse effect on our business or the financial condition or results of operations.

As previously disclosed, on February 9, 2022, pursuant to the CFPB’s Notice and Opportunity to Respond and Advise process, the CFPB Office of Enforcement notified the Bank that it was considering recommending that the CFPB take legal action against the Bank in connection with alleged violations of Regulation E, 12 C.F.R. § 1005.17, and the Consumer Financial Protection Act, 12 U.S.C. §§ 5531 and 5536, in connection with the Bank’s overdraft practices and policies. In March 2023, the CFPB commenced settlement discussions with us, and on December 7, 2023, the Bank entered into a Consent Order with the CFPB to resolve the matter. A copy of the Consent Order is available on the CFPB’s website. The terms of the Consent Order require, among other things, that the Bank submit a redress plan to the CFPB pursuant to which the Bank will pay restitution in an amount of at least $5.0 million to certain current and former customers of the Bank who opted-in to the Bank’s discretionary overdraft service during a specified time period and has paid a $1.2 million civil monetary penalty. See Note 8, “Commitments and Contingencies” in the “Notes to the Consolidated Financial Statements” in Part I, Item I of this Quarterly Report for additional information.

​

​

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ITEM 1A – RISK FACTORS

During the quarter ended June 30, 2025, there have been no material changes from the risk factors previously disclosed under Part I, Item 1A. “Risk Factors” in our 2024 Form 10-K.

An investment in our securities involves risks. In addition to the other information set forth in this Quarterly Report, including the information addressed under “Forward-Looking Statements,” investors in our securities should carefully consider the risk factors discussed in our 2024 Form 10-K. These factors could materially and adversely affect our business, financial condition, liquidity, results of operations, and capital position and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report, in which case the trading price of our securities could decline.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Sales of Unregistered Securities – None

(b) Use of Proceeds – Not Applicable

(c) Issuer Purchases of Securities 

Stock Repurchase Program; Other Repurchases

​

As of June 30, 2025, we did not have an authorized share repurchase program in effect.

​

The following information describes our common stock repurchases for the three months ended June 30, 2025:

​

​	​	​	​	​	​	​	​	​	​
Period	​	Total number of shares purchased(1)	​	​	Average price paid per share ($)	​	Total number of shares purchased as part of publicly announced plans or programs	​	Approximate dollar value of shares that may yet be purchased under the plans or programs ($)
April 1 - April 30, 2025	​	5,931	​	​	30.05	​	—	​	—
May 1 - May 31, 2025	​	371	​	​	28.95	​	—	​	—
June 1 - June 30, 2025	​	1,426	​	​	30.36	​	—	​	—
Total	​	7,728	​	​	30.06	​	—	​	—

​

^{_________________________________________}​

⁽¹⁾ For the three months ended June 30, 2025, 7,728 shares were withheld upon vesting of restricted shares granted to our employees in order to satisfy tax withholding obligations.

​
ITEM 5 – OTHER INFORMATION

Trading Arrangements

During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption or termination of any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

​

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ITEM 6 – EXHIBITS

The following exhibits are filed as part of this Quarterly Report and this list includes the Exhibit Index:

​	​	​
Exhibit No.		Description
​	​	​
​	​	​
2.1	​	Agreement and Plan of Merger, dated as of October 21, 2024, between Atlantic Union Bankshares Corporation and Sandy Spring Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on October 21, 2024).*
​	​	​
3.1	​	Amended and Restated Articles of Incorporation of Atlantic Union Bankshares Corporation, effective May 7, 2020 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on May 7, 2020).
​	​	​
3.1.1	​	Articles of Amendment designating the 6.875% Perpetual Non-Cumulative Preferred Stock, Series A, effective June 9, 2020 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 9, 2020).
​	​	​
3.2	​	Amended and Restated Bylaws of Atlantic Union Bankshares Corporation, effective as of December 6, 2023 (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed on December 8, 2023).
​	​	​
10.1	​	Consulting Agreement, effective as of April 1, 2025, by and between Atlantic Union Bankshares Corporation and Daniel J. Schrider (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 1, 2025).
​	​	​
10.2	​	Atlantic Union Bankshares Corporation 2025 Stock and Incentive Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 6, 2025).
​	​	​
10.3	​	Sandy Spring Bancorp, Inc. 2024 Equity Plan (incorporated by reference to Exhibit 99.1 to the Form S-8 Registration Statement filed on April 1, 2025).
​	​	​
10.4	​	Form of Performance Share Unit Agreement under the Atlantic Union Bankshares Corporation 2025 Stock and Incentive Plan (for awards with a relative TSR performance measure granted on or after May 6, 2025).
​	​	​
10.5	​	Form of Time-Based Restricted Stock Agreement under the Atlantic Union Bankshares 2025 Corporation Stock and Incentive Plan (for awards on or after May 6, 2025).
​	​	​
10.6	​	Form of Performance Share Unit Agreement under the Atlantic Union Bankshares Corporation 2025 Stock and Incentive Plan (for awards with a relative core ROATCE performance measure granted on or after May 6, 2025).
​	​	​
15.1	​	Letter regarding unaudited interim financial information.
​	​	​
31.1	​	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
​	​	​
31.2	​	Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
​	​	​
32.1	​	Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
​	​	​
101	​	Interactive data files formatted in Inline eXtensible Business Reporting Language for the quarter ended June 30, 2025 pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (unaudited), (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited), (iv) the Consolidated Statements of Changes in Stockholders’ Equity (unaudited), (v) the Consolidated Statements of Cash Flows (unaudited) and (vi) the Notes to Consolidated Financial Statements (unaudited).
​	​	​
104	​	The cover page from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline eXtensible Business Reporting Language (included with Exhibit 101).
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*	​	Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the SEC upon request.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

​	​	​
​	Atlantic Union Bankshares Corporation
​	​
​	(Registrant)
​	​
Date: August 5, 2025	By:	/s/ John C. Asbury
​	​	John C. Asbury,
​	​	President and Chief Executive Officer
​	​	(principal executive officer)
​	​	​
Date: August 5, 2025	By:	/s/ Robert M. Gorman
​	​	Robert M. Gorman,
​	​	Executive Vice President and Chief Financial Officer
​	​	(principal financial and accounting officer)

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