ASSOCIATED BANC-CORP (ASB)

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Special Note Regarding Forward-Looking Statements

This report contains statements that may constitute forward-looking statements within the meaning of the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, such as statements other than historical facts contained or incorporated by reference into this report. These forward-looking statements include statements with respect to the Corporation’s financial condition, results of operations, plans, objectives, future performance and business, including statements preceded by, followed by or that include the words “believes,” “expects,” or “anticipates,” references to estimates or similar expressions. Future filings by the Corporation with the SEC, and future statements other than historical facts contained in written material, press releases and oral statements issued by, or on behalf of the Corporation may also constitute forward-looking statements.

All forward-looking statements contained in this report or which may be contained in future statements made for or on behalf of the Corporation are based upon information available at the time the statement is made and the Corporation assumes no obligation to update any forward-looking statements, except as required by federal securities law. Forward-looking statements are subject to significant risks and uncertainties, and the Corporation’s actual results may differ materially from the expected results discussed in such forward-looking statements. Factors that might cause actual results to differ from the results discussed in forward-looking statements include, but are not limited to, the risk factors in Item 1A, Risk Factors, in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025, and as may be described from time to time in the Corporation’s subsequent SEC filings.

Overview

The following discussion and analysis is presented to assist in the understanding and evaluation of the Corporation’s financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements, footnotes, and supplemental financial data appearing elsewhere in this Quarterly Report on Form 10-Q and should be read in conjunction therewith. Management continually evaluates strategic acquisition opportunities and various other strategic alternatives that could involve the sale or acquisition of branches or other assets, or the consolidation or creation of subsidiaries. Within the tables presented, certain columns and rows may not recalculate due to the use of rounded numbers for disclosure purposes.

Performance Summary

•Average loans of $31.3 billion increased $1.2 billion, or 4%, from the first three months of 2025, driven primarily by an increase in commercial and business lending, auto finance, and real estate construction; partially offset by decreases in residential mortgage and other commercial real estate - investor.

•Average deposits of $35.2 billion increased $327.5 million, or 1%, from the first three months of 2025, driven by increases in all deposit types except brokered CDs, interest-bearing demand, and money market.

•Net interest income of $307.2 increased $21.2 million, or 7%, from the first three months of 2025, and net interest margin was 3.03%, compared to 2.97% for the first three months of 2025. The increases in net interest income and net interest margin were driven by increases average balances of interest earning assets alongside a decrease in rates for interest-bearing liabilities.

•Provision for credit losses was $11.0 million compared to $13.0 million for the first three months of 2025, driven by nominal credit movement coupled with general macroeconomic trends.

•Noninterest income of $75.9 million increased $17.1 million, or 29%, from the first three months of 2025, primarily due to higher wealth management fees and mortgage banking revenue as well as the absence of a loss on mortgage portfolio sale that was recognized in the first quarter of 2025 in connection with the completion of balance sheet repositioning announced in the fourth quarter of 2024.

•Noninterest expense of $219.2 million increased $8.5 million, or 4%, from the first three months of 2025, primarily due to an increase in personnel expense, primarily driven by increases in health care benefit costs and annual incentive accruals based on increased FTEs in incentive eligible roles; partially offset by a decrease in other noninterest expense, due to elevated OREO write downs in 2025 as compared to 2026.

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Table of Contents

Table 1 Summary Results of Operations: Trends

(a) Ratio is based upon basic earnings per common share.

(b) Based on period end common shares outstanding.

(c) This is a non-GAAP financial measure. See Table 19 Non-GAAP Measures for a reconciliation to GAAP financial measures.

(d) This ratio is annualized.

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Table of Contents

Table 2 Net Interest Income Analysis

[[GREPCENT_TABLE]]
[["","Three Months Ended,"],["","Mar 31, 2026","December 31, 2025(a)","Mar 31, 2025(a)"],["(Dollars in thousands)","Average Balance","Interest Income / Expense","Average Yield / Rate","Average Balance","Interest Income / Expense","Average Yield / Rate","Average Balance","Interest Income / Expense","Average Yield / Rate"],["Assets"],["Earning assets"],["Loans(b)(c)"],["Commercial and industrial","$","11,776,702","","$","172,507","","5.94%","$","11,588,059","","$","182,101","","6.24%","$","10,583,318","","$","169,785","","6.50%"],["Commercial real estate\u2014owner occupied","1,190,708","","15,968","","5.44%","1,157,531","","16,358","","5.61%","1,141,167","","16,200","","5.76%"],["Commercial and business lending","12,967,410","","188,475","","5.89%","12,745,590","","198,459","","6.18%","11,724,484","","185,985","","6.43%"],["Commercial real estate\u2014investor","5,277,283","","78,154","","6.01%","5,291,562","","84,153","","6.31%","5,415,412","","87,089","","6.52%"],["Real estate construction","2,055,338","","34,043","","6.72%","1,974,318","","34,870","","7.01%","1,898,582","","33,945","","7.25%"],["Commercial real estate lending","7,332,621","","112,197","","6.21%","7,265,880","","119,023","","6.50%","7,313,994","","121,034","","6.71%"],["Total commercial","20,300,031","","300,672","","6.01%","20,011,470","","317,482","","6.30%","19,038,479","","307,020","","6.54%"],["Residential mortgage","6,831,984","","64,640","","3.78%","6,899,778","","64,779","","3.76%","7,256,320","","66,823","","3.68%"],["Auto finance","3,125,504","","41,969","","5.45%","3,064,457","","42,915","","5.56%","2,844,730","","39,176","","5.59%"],["Home equity","709,865","","11,692","","6.60%","706,923","","12,570","","7.11%","657,625","","12,052","","7.34%"],["Other consumer","314,118","","8,504","","10.98%","312,730","","8,454","","10.72%","313,828","","8,773","","11.34%"],["Total consumer","10,981,471","","126,805","","4.65%","10,983,888","","128,718","","4.67%","11,072,503","","126,824","","4.61%"],["Total loans","31,281,502","","427,477","","5.53%","30,995,358","","446,200","","5.72%","30,110,982","","433,844","","5.83%"],["Investments"],["Taxable securities","7,071,751","","75,676","","4.28%","6,912,251","","73,511","","4.25%","6,398,584","","69,788","","4.36%"],["Tax-exempt securities(b)","1,978,501","","17,389","","3.52%","1,990,389","","17,534","","3.52%","2,016,144","","17,666","","3.50%"],["Other short-term investments","1,016,795","","11,641","","4.64%","972,884","","11,294","","4.61%","757,227","","9,243","","4.95%"],["Total investments","10,067,047","","104,706","","4.17%","9,875,524","","102,339","","4.14%","9,171,955","","96,696","","4.22%"],["Total earning assets and related interest income","41,348,549","","$","532,183","","5.20%","40,870,882","","$","548,539","","5.34%","39,282,937","","$","530,540","","5.45%"],["Other assets, net","3,670,399","","","","3,531,889","","","","3,347,690"],["Total assets","$","45,018,948","","","","$","44,402,771","","","","$","42,630,627"],["Liabilities and stockholders' equity"],["Interest-bearing liabilities"],["Interest-bearing deposits"],["Savings","$","5,532,848","","$","17,690","","1.30%","$","5,436,968","","$","18,823","","1.37%","$","5,162,468","","$","17,929","","1.41%"],["Interest-bearing demand","7,886,442","","34,236","","1.76%","8,054,088","","40,309","","1.99%","8,031,707","","45,430","","2.29%"],["Money market","6,061,442","","34,239","","2.29%","5,890,836","","35,353","","2.38%","6,079,551","","39,560","","2.64%"],["Network transaction deposits","1,917,854","","17,502","","3.70%","2,090,587","","20,882","","3.96%","1,847,972","","20,067","","4.40%"],["Brokered CDs","3,528,294","","34,811","","4.00%","3,998,012","","42,056","","4.17%","4,315,311","","49,292","","4.63%"],["Other time deposits","4,234,785","","36,795","","3.52%","4,093,939","","37,355","","3.62%","3,756,332","","36,862","","3.98%"],["Total interest-bearing deposits","29,161,665","","175,273","","2.44%","29,564,430","","194,778","","2.61%","29,193,341","","209,140","","2.91%"],["Federal funds purchased and securities sold under agreements to repurchase","425,142","","3,732","","3.56%","289,679","","2,682","","3.67%","375,910","","3,622","","3.91%"],["FHLB advances","3,380,379","","31,570","","3.79%","2,504,464","","26,309","","4.17%","1,595,972","","16,090","","4.09%"],["Senior and subordinated debt","594,401","","10,163","","6.84%","594,104","","10,483","","7.06%","627,371","","11,085","","7.07%"],["Other interest-bearing liabilities","11,212","","116","","4.18%","13,212","","110","","3.29%","31,599","","408","","5.24%"],["Total funding","4,411,134","","45,581","","4.18%","3,401,459","","39,584","","4.63%","2,630,852","","31,205","","4.79%"],["Total interest-bearing liabilities and related interest expense","33,572,799","","$","220,854","","2.67%","32,965,889","","$","234,362","","2.82%","31,824,193","","$","240,345","","3.06%"],["Noninterest-bearing demand deposits","5,999,278","","","","6,064,487","","","","5,640,123"],["Other liabilities","440,344","","","","464,838","","","","535,732"],["Stockholders\u2019 equity","5,006,527","","","","4,907,557","","","","4,630,578"],["Total liabilities and stockholders\u2019 equity","$","45,018,948","","","","$","44,402,771","","","","$","42,630,627"],["Interest rate spread","","","2.53%","","","2.52%

[Excerpt truncated for page length; source filing is linked above.]

ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is management’s analysis to assist in the understanding and evaluation of the consolidated financial condition and results of operations of the Corporation. It should be read in conjunction with the consolidated financial statements and footnotes and the selected financial data presented elsewhere in this report. Within the tables presented, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes.

The detailed financial discussion that follows focuses on 2025 results compared to 2024. For a discussion of 2024 results compared to 2023, see the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024.

Overview

The Corporation is a bank holding company headquartered in Wisconsin, providing a broad array of banking and nonbanking products and services to businesses and consumers primarily within our four-state footprint. The Corporation’s primary sources of revenue, through the Bank, are net interest income (predominantly from loans and investment securities) and noninterest income (principally fees and other revenue from financial services provided to customers or ancillary services tied to loans and deposits).

Performance Summary

•Average loans of $30.6 billion for the full year of 2025 increased $892.7 million, or 3%, from 2024, driven primarily by increases in commercial and business lending and auto finance loans, partially offset by a decrease in residential mortgage lending due to the mortgage portfolio sale announced as part of the balance sheet repositioning in the fourth quarter of 2024.

•Average deposits of $34.8 billion for the full year of 2025 increased $1.5 billion, or 4%, from 2024, driven by increases in all deposit types, except money market and brokered CDs.

•Net interest income of $1.2 billion in 2025 increased $153.9 million, or 15%, from 2024. Net interest margin of 3.03% in 2025 increased 25 bp from 2.78% in 2024. The increases in net interest income and net interest margin were driven by decreases in interest expense for interest-bearing deposits and the balance sheet repositioning announced in the fourth quarter of 2024 which sold lower yielding residential mortgage loans and investment securities.

•Provision for credit losses was $54.0 million in 2025, compared to $85.0 million in 2024, driven by nominal credit movement coupled with general macroeconomic trends.

•Noninterest income of $286.4 million in 2025 increased $295.8 million from 2024, primarily driven by nonrecurring losses on the sale of mortgages and investments in 2024 associated with the balance sheet repositioning announced in the fourth quarter of 2024. Additional increases were due to increased capital markets revenue from an elevated level of activity in our syndications, interest rate swaps and foreign currency businesses. The increases were partially offset by the nonrecurring loss recognized related to the settlement of the mortgage loan sale in the first quarter of 2025 as part of the balance sheet repositioning announced in the fourth quarter of 2024.

•Noninterest expense of $855.6 million in 2025 increased $37.2 million, or 5%, from 2024, primarily driven by increases in personnel expense reflective of higher variable compensation, which is the result of strong execution against our strategic plan and increased healthcare costs, business development and advertising expense increase due to additional spend on advertising, legal and professional expenses due to increased consultant and IT staff augmentation expenditures, and other noninterest expense primarily due to OREO write downs in 2025. These increases were offset by a decrease in loss on prepayments of FHLB advances due to the nonrecurring fee incurred in 2024 due to the prepayment of long-term FHLB advances.

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Table 1 Summary Results of Operations: Trends

N/M = Not Meaningful

(a) Ratio is based upon basic earnings per common share.

(b) This is a non-GAAP financial measure. See Table 23 Non-GAAP Measures for a reconciliation to GAAP financial measures.

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Income Statement Analysis

Net Interest Income

Net interest income is the primary source of the Corporation’s revenue. Net interest income is the difference between interest income on interest-earning assets, such as loans and investment securities, and the interest expense on interest-bearing deposits and other borrowings used to fund interest-earning and other assets or activities. Net interest income is affected by the amount and composition of earning assets and interest-bearing liabilities, as well as the sensitivity of the balance sheet to changes in interest rates, including characteristics such as the fixed or variable nature of the financial instruments, contractual maturities, re-pricing frequencies, loan prepayment behavior, and the use of interest rate derivative financial instruments.

Interest rate spread and net interest margin are utilized to measure and explain changes in net interest income. Interest rate spread is the difference between the yield on earning assets and the rate paid on interest-bearing liabilities that fund those assets. The net interest margin is expressed as the percentage of net interest income to average earning assets. The net interest margin exceeds the interest rate spread because net free funds, principally noninterest-bearing demand deposits and stockholders’ equity, also support earning assets. To compare tax-exempt asset yields to taxable yields, the yield on tax-exempt loans and investment securities is computed on a fully tax-equivalent basis. Net interest income, interest rate spread, and net interest margin are discussed on a fully tax-equivalent basis.

Table 2 provides average daily balances of earning assets and interest-bearing liabilities, the associated interest income and expense, and the corresponding interest rates earned and paid, as well as net interest income, interest rate spread, and net interest margin on a fully tax-equivalent basis for the years ended December 31, 2025, 2024, and 2023. Table 2 presents additional information to facilitate the review and discussion of fully tax-equivalent net interest income, interest rate spread, and net interest margin.

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Table 2 Net Interest Income Analysis

(a) Prior periods have been adjusted to conform with current period presentation.

(b) The yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 21%.

(c) Loans held for sale have been included in the average balances.

Notable Contributions to the Change in 2025 Net Interest Income

•Fully tax-equivalent net interest income was up $155.9 million and net interest income was up $153.9 million, or 15%, compared to 2024. The average yield on earning assets decreased 16 bp compared to 2024 and the cost of interest-bearing liabilities decreased 53 bp from 2024. The increase in net interest income was driven, in part, by the actions taken by the

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Corporation as part of the balance sheet repositioning announced in the fourth quarter of 2024 which sold off lower yielding investment securities and residential mortgages. Additionally, continued organic investment activity in the AFS portfolio during 2025 drove higher average investment balances contributing to interest income expansion. Finally, given that the Corporation is slightly asset sensitive, the Federal Reserve decreasing the federal funds target interest rate by 100 bp in the second half of 2024 and 75 bp in the second half of 2025 caused contraction in the interest income earned on loans; however, this contraction was more than offset by the repricing of deposits downward, in line with market rates, resulting in lower interest expense on interest-bearing deposits. See sections Interest Rate Risk and Quantitative and Qualitative Disclosures about Market Risk for a discussion of interest rate risk and market risk.

•Average earning assets increased $2.0 billion, or 5% , from 2024. Average loans increased $892.7 million, or 3%, compared to 2024, driven by increases in commercial and industrial loans, auto loans, and commercial real estate lending, partially offset by a decrease in residential mortgage as a result of our balance sheet repositioning announced in the fourth quarter of 2024. Average investments increased $1.1 billion, or 13%, compared to 2024, due to organic investment activity.

•Average interest-bearing liabilities increased $1.8 billion, or 6%, compared to 2024. Average interest-bearing deposits increased $1.4 billion, or 5%, compared to 2024, driven by increases in most deposit types except brokered CDs and money market which decreased slightly. Average total short and long-term funding increased $420.3 million, or 14%, from 2024, primarily driven by an increase in FHLB funding, partially offset by a decrease in other short-term funding related to the payoff of BTFP advances in October 2024. Average noninterest-bearing demand deposits increased $42.8 million, or 1%, compared to 2024.

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Table 3 Rate/Volume Analysis(a)

(a) The change in interest due to both rate and volume has been allocated in proportion to the relationship to the dollar amounts of the change in each.

(b) Prior periods have been adjusted to conform with current period presentation.

(c) The yield on tax-exempt loans and securities is computed on a fully tax-equivalent basis using a tax rate of 21%.

(d) Loans held for sale have been included in the average balances used in the analysis.

Provision for Credit Losses

The provision for credit losses is predominantly a function of the Corporation’s reserving methodology and judgments as to other qualitative and quantitative factors used to determine the appropriate level of the ACLL, which focuses on changes in the size and character of the loan portfolio, changes in levels of individually evaluated and other nonaccrual loans, historical losses and delinquencies in each portfolio category, the risk inherent in specific loans, concentrations of loans to specific borrowers or industries, existing economic conditions and economic forecasts, the fair value of underlying collateral, and other factors which could affect potential credit losses. The forecast the Corporation used for December 31, 2025 was the Moody's baseline scenario from November 2025, which was reviewed against the December 2025 baseline scenario with no material updates made, over a two-year reasonable and supportable period with straight-line reversion to historical losses over the second year of the period. See additional discussion under the sections titled Loans, Credit Risk, Nonperforming Assets, and Allowance for Credit Losses on Loans.

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Noninterest Income

Table 4 Noninterest Income

N/M = Not Meaningful

(a) In millions. Excludes assets held in brokerage accounts.

Notable Contributions to the Change in 2025 Noninterest Income

•Capital markets increased $10.0 million from 2024, primarily due to an elevated level of activity in our interest rate swap, syndications, and foreign currency businesses.

•Mortgage banking increased $3.8 million from 2024, primarily as a result of increased gains on sales of mortgage loans originated for sale and MSR income impacts.

•Loss on mortgage portfolio sale decreased $123.4 million from 2024 driven by a nonrecurring $130.4 million loss on sale of mortgages recognized in 2024 following the balance sheet repositioning announced during the fourth quarter of 2024, and an additional $7.0 million loss that was recognized in 2025 upon completion of the sale.

•Bank and corporate owned life insurance increased $3.7 million 2024, driven by an increased number of claims.

•Asset gains (losses), net improved $2.6 million from 2024, driven primarily by deferred compensation valuation adjustments given market conditions.

•Investment securities (losses) gains, net improved $144.2 million from 2024, driven primarily by a nonrecurring $148.2 million net loss on a sale of investments associated with the balance sheet repositioning announced during the fourth quarter of 2024.

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Noninterest Expense

Table 5 Noninterest Expense

(a) Average FTEs without overtime

Notable Contributions to the Change in 2025 Noninterest Expense

•Personnel expense increased $33.8 million from 2024 largely driven by continued investment in our colleagues as we continue to execute on our growth strategy.

•Business development and advertising expense increased $3.5 million from 2024 primarily due to additional spend on advertising including direct mail and television production.

•Legal and professional expenses increased $2.3 million from 2024, primarily driven by increased consultant and IT staff augmentation expenses in the current year.

•The decrease in loss on prepayments of FHLB advances was due to the prepayment of $600.0 million of long-term FHLB advances in the fourth quarter of 2024, for which the Corporation incurred a nonrecurring loss of $14.2 million.

•Other noninterest expense increased $8.3 million from 2024 primarily due to OREO write downs in 2025 as compared to a gain on the sale of OREO properties in 2024 and higher donation expenditures in 2025.

Income Taxes

The Corporation recognized income tax expense of $103.1 million for 2025, compared to income tax expense of $11.3 million for 2024. The Corporation's effective tax rate was 17.85% for 2025, compared to an effective tax rate of 8.41% for 2024. The increase in income tax expense and higher effective tax rate during 2025 were primarily due to a strategic reallocation of the investment portfolio and the adoption of a legal entity rationalization plan that resulted in the recognition of deferred tax benefits in 2024 and increased net income in 2025.

See Note 1 Summary of Significant Accounting Policies of the notes to consolidated financial statements for the Corporation’s income tax accounting policy. Income tax expense recorded on the consolidated statements of income involves the interpretation and application of certain accounting pronouncements and federal and state tax laws and regulations. The Corporation is subject to examination by various taxing authorities. Examination by taxing authorities may impact the amount of tax expense and/or the reserve for uncertainty in income taxes if their interpretations differ from those of management, based on their judgments about information available to them at the time of their examinations. See Note 12 Income Taxes of the notes to consolidated financial statements for more information.

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Balance Sheet Analysis

•At December 31, 2025, total assets were $45.2 billion, up $2.2 billion, or 5%, from December 31, 2024.

◦Interest bearing deposits in other financial institutions were $1.1 billion at December 31, 2025, up $690.5 million, or 152%, from December 31, 2024. Federal funds sold and securities purchased under agreement to resell were $1.4 million at December 31, 2025, down $20.6 million, or 94% from December 31, 2024. See Consolidated Statements of Cash Flows for detailed information.

◦AFS investment securities at fair value were $5.4 billion at December 31, 2025, up $816.1 million, or 18%, from December 31, 2024. Regulatory stocks were $252.5 million at December 31, 2025, up $72.8 million, or 41%, from December 31, 2024. See Note 2 Investment Securities of the notes to the consolidated financial statements for details on these changes.

◦Loans of $31.2 billion at December 31, 2025 were up $1.4 billion, or 5%, from December 31, 2024 primarily due to increases in commercial and business lending and auto finance loans, offset by a decrease in residential mortgage loans. See section Loans and Note 3 Loans of the notes to consolidated financial statements for additional details.

◦Residential loans held for sale were $72.5 million at December 31, 2025, down $574.2 million, or 89%, from December 31, 2024. The decrease from December 31, 2024 was a result of the mortgage portfolio sale announced as part of the balance sheet repositioning in the fourth quarter of 2024 and the sale closing in January 2025.

•At December 31, 2025, total liabilities were $40.2 billion, up $1.8 billion, or 5%, from December 31, 2024.

◦Short-term funding was $307.9 million at December 31, 2025, down $162.5 million, or 35%, from December 31, 2024. FHLB advances were $3.3 billion at December 31, 2025, up $1.4 billion, or 76%, from December 31, 2024. These changes were due to a mix shift in funding away from federal funds purchased to short-term FHLB advances. See Note 8 Short and Long-Term Funding of the notes to consolidated financial statements for additional details.

◦Other long-term funding was $594.3 million at December 31, 2025, down $243.4 million, or 29%, from December 31, 2024, primarily due to subordinated notes maturing in January 2025. See Note 8 Short and Long-Term Funding of the notes to consolidated financial statements for additional details.

◦Accrued expenses and other liabilities were $463.1 million, down $105.4 million, or 19%, from December 31, 2024, primarily due to decreases in derivative liabilities. See Note 13 Derivative and Hedging Activities of the notes to consolidated financial statements for additional details.

•At December 31, 2025, the loans to deposits ratio was 87.65%, up from 85.92% at December 31, 2024.

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Loans

Table 6 Period End Loan Composition

The Corporation has long-term guidelines relative to the proportion of Commercial and Business, CRE, and Consumer loans within the overall loan portfolio. Furthermore, certain sub-asset classes within the respective portfolios are further defined and dollar limitations are placed on these sub-portfolios. These guidelines and limits are reviewed quarterly and approved annually by the ERC. These guidelines and limits are designed to create balance and diversification within the loan portfolios.

In the first quarter of 2025, the Corporation completed a mortgage portfolio sale of $722.9 million in residential mortgages at a loss of $130.4 million as part of the balance sheet repositioning announced during the fourth quarter of 2024. The proceeds of this sale were used to pay down long-term FHLB advances and reinvest into higher yielding investment securities.

During the fourth quarter of 2023, the Corporation completed a mortgage portfolio sale of $968.6 million of residential mortgages at a loss of $136.2 million related to the balance sheet repositioning announced during the fourth quarter of 2023. The proceeds of this sale were used to pay down higher cost funding and increase liquidity capacity.

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The Corporation's loan distribution and interest rate sensitivity as of December 31, 2025 are summarized in the following table:

Table 7 Loan Distribution and Interest Rate Sensitivity

(a) Demand loans, past due loans, overdrafts, and credit cards are reported in the “Within 1 Year” category.

At December 31, 2025, $21.5 billion, or 69%, of the total loans outstanding and $18.2 billion, or 90%, of the commercial loans outstanding were floating rate, adjustable rate, re-pricing within one year, or maturing within one year.

Credit Risk

An active credit risk management process is used for commercial loans to ensure that sound and consistent credit decisions are made. Credit risk is controlled by detailed underwriting procedures, comprehensive loan administration, and periodic review of borrowers’ outstanding loans and commitments. Borrower relationships are formally reviewed and graded on an ongoing basis for early identification of potential problems. Further analysis by customer, industry, and geographic location are performed to monitor trends, financial performance, and concentrations. See Note 3 Loans of the notes to consolidated financial statements for additional information on managing overall credit quality.

The loan portfolio is widely diversified by types of borrowers, industry groups, and market areas primarily within the Corporation's lending footprint. Significant loan concentrations are considered to exist when there are amounts loaned to numerous borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. At December 31, 2025, no significant concentrations existed in the Corporation’s loan portfolio in excess of 10% of total loan exposure.

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Commercial and business lending: The commercial and business lending classification primarily includes commercial loans to large corporations, middle market companies, small businesses, and ABL and equipment financing.

Table 8 Largest Commercial and Industrial Industry Group Exposures, by NAICS Subsector

(a) 68% of the total utilities exposure comes from renewable energy sources (wind, solar, hydroelectric, and geothermal).

(b) Includes REIT lines

(c) Includes mortgage warehouse lines

The remaining commercial and industrial portfolio is spread over a diverse range of industries, none of which exceed 2% of total loan exposure.

The CRE-owner occupied portfolio is spread over a diverse range of industries, none of which exceed 2% of total loan exposure.

The credit risk related to commercial and business lending is largely influenced by general economic conditions and the resulting impact on a borrower’s operations or on the value of underlying collateral, if any.

Commercial real estate - investor: CRE-investor is comprised of loans secured by various non-owner occupied or investor income producing property types.

Table 9 Largest Commercial Real Estate - Investor Property Type Exposures

The remaining CRE-investor portfolio is spread over various other property types, none of which exceed 2% of total loan exposure.

Credit risk is managed in a similar manner to commercial and business lending by employing sound underwriting guidelines, lending primarily to borrowers in local markets and businesses, periodically evaluating the underlying collateral, and formally reviewing the borrower’s financial soundness and relationship on an ongoing basis.

Real estate construction: Real estate construction loans are primarily short-term or interim loans that provide financing for the acquisition or development of commercial income properties, multi-family projects, or residential development, both single family and condominium. Real estate construction loans are made to developers and project managers who are generally well-known to the Corporation and have prior successful project experience. The credit risk associated with real estate construction loans is generally confined to specific geographic areas but is also influenced by general economic conditions. The Corporation controls the credit risk on these types of loans by making loans in familiar markets to developers, reviewing the merits of individual projects, controlling loan structure, and monitoring project progress and construction advances.

Table 10 Largest Real Estate Construction Property Type Exposures

The remaining real estate construction portfolio is spread over various other property types, none of which exceed 2% of total loan exposure.

The Corporation’s current lending standards for CRE and real estate construction lending are determined by property type and specifically address many criteria, including: maximum loan amounts, maximum LTV, requirements for pre-leasing and/or presales, minimum borrower equity, and maximum loan-to-cost. Currently, the maximum standard for LTV is 80%, with lower limits established for certain higher risk types, such as raw land that has a 50% LTV maximum. The Corporation’s LTV guidelines are in compliance with regulatory supervisory limits. In most cases, for real estate construction loans, the loan

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amounts include interest reserves, which are built into the loans and sized to fund loan payments through construction and lease up and/or sell out.

Residential mortgages: Residential mortgage loans are primarily first-lien home mortgages with a maximum loan-to-collateral value without credit enhancement (e.g., private mortgage insurance) of 80%. The residential mortgage portfolio is focused primarily in the Corporation's three-state branch footprint, with approximately 88% of the outstanding loan balances in the Corporation's branch footprint at December 31, 2025. The rates on adjustable rate mortgages adjust based upon the movement in the underlying index which is then added to a margin and rounded to the nearest 0.125%. That result is then subjected to any periodic caps to produce the borrower's interest rate for the coming term. Adjustable rate mortgages are typically offered with an initial fixed rate term of 5, 7 or 10 years.

The Corporation generally retains certain adjustable-rate residential real estate mortgages in its loan portfolio, including retail and private banking jumbo mortgages and CRA-related mortgages. As part of management's historical practice of originating and servicing residential mortgage loans, generally the Corporation's 30-year, agency conforming, fixed-rate residential real estate mortgage loans have been sold in the secondary market with servicing rights retained. Subject to management's analysis of the current interest rate environment, among other market factors, the Corporation may choose to retain mortgage loan production on its balance sheet.

The Corporation’s underwriting and risk-based pricing guidelines for residential mortgage loans include minimum borrower FICO score and maximum LTV of the property securing the loan. Residential mortgage products generally are underwritten using FHLMC and FNMA secondary marketing guidelines.

Home equity: Home equity consists of both home equity lines of credit and closed-end home equity loans. The Corporation’s credit risk monitoring guidelines for home equity are based on an ongoing review of loan delinquency status, as well as a quarterly review of FICO score deterioration and property devaluation. The Corporation does not routinely obtain appraisals on performing loans to update LTV ratios after origination; however, the Corporation monitors the local housing markets by reviewing the various home price indices and incorporates the impact of the changing market conditions in its ongoing credit monitoring process. For junior lien home equity loans, the Corporation is unable to track the performance of the first lien loan if it does not own or service the first lien loan. However, the Corporation obtains a refreshed FICO score on a quarterly basis and monitors this as part of its assessment of the home equity portfolio.

The Corporation’s underwriting and risk-based pricing guidelines for home equity lines of credit and loans consist of a combination of both borrower FICO score and the original cumulative LTV against the property securing the loan. Currently, the Corporation's policy sets the maximum acceptable LTV at 90%. The Corporation's current home equity line of credit offering is priced based on floating rate indices and generally allows 10 years of interest-only payments followed by a 20-year amortization of the outstanding balance. The loans in the Corporation's portfolio generally have an original term of 20 years with principal and interest payments required.

Indirect Auto: The Corporation currently purchases retail auto sales contracts via a network of approved auto dealerships across 16 states throughout the Northeast, Mid-Atlantic, and Midwestern United States. The auto dealerships finance the sale of automobiles as the initial lender and then assign the contracts to the Corporation pursuant to dealer agreements. The Corporation’s underwriting and pricing guidelines are based on a dual risk grade derived from a combination of FICO auto score and proprietary internal custom score. Minimum grade and FICO score standards ensure the credit risk is appropriately managed to the Corporation’s risk appetite. Further, the grade influences loan-specific parameters such as vehicle age, term, LTV, loan amount, mileage, payment and debt service thresholds, and pricing. Maximum loan terms offered are 84 months on select grades with vehicle age, mileage, and other limitations in place to qualify. The program is designed to capture primarily prime and super prime contracts.

Other consumer: Other consumer consists of student loans, short-term personal installment loans, and credit cards. Credit risk for other consumer loans is influenced by general economic conditions, the characteristics of individual borrowers, and the nature of the loan collateral. Risks of loss are generally on smaller average balances per loan spread over many borrowers. Once charged off, there is usually less opportunity for recovery of these smaller consumer loans. Credit risk is primarily controlled by reviewing the creditworthiness of the borrowers, monitoring payment histories, and taking appropriate collateral and guarantee positions.

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Nonperforming Assets

Management is committed to a proactive nonaccrual and problem loan identification philosophy. This philosophy is implemented through the ongoing monitoring and review of all pools of risk in the loan portfolio to ensure that problem loans are identified quickly and the risk of loss is minimized. Table 11 provides detailed information regarding NPAs, which include nonaccrual loans, OREO, and repossessed assets, and also includes information on accruing loans past due and restructured loans:

Table 11 Nonperforming Assets

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Table 11 Nonperforming Assets (continued)

(a) Primarily closed branches and other bank operated real estate facilities, pending disposition.

(b) Excluding guaranteed student loans.

Nonaccrual loans: Nonaccrual loans are considered to be one indicator of potential future loan losses. See management’s accounting policy for nonaccrual loans in Note 1 Summary of Significant Accounting Policies and Note 3 Loans of the notes to consolidated financial statements for additional nonaccrual loan disclosures. See also sections Credit Risk and Allowance for Credit Losses on Loans.

Accruing loans past due 90 days or more: Loans past due 90 days or more but still accruing interest are classified as such where the underlying loans are both well-secured (the collateral value is sufficient to cover principal and accrued interest) and are in the process of collection.

Restructured loans: Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. See also Note 3 Loans of the notes to consolidated financial statements for additional restructured loans disclosures.

OREO: Management actively seeks to ensure OREO properties held are monitored to minimize the Corporation's risk of loss.

Allowance for Credit Losses on Loans

Credit risks within the loan portfolio are inherently different for each loan type. Credit risk is controlled and monitored through the use of lending standards, a thorough review of potential borrowers, and ongoing review of loan payment performance. Active asset quality administration, including early problem loan identification and timely resolution of problems, aids in the management of credit risk and the minimization of loan losses. Credit risk management for each loan type is discussed in the section entitled Credit Risk. See Note 3 Loans of the notes to consolidated financial statements for additional disclosures on the ACLL.

To assess the appropriateness of the ACLL, the Corporation focuses on the evaluation of many factors, including but not limited to: evaluation of facts and issues related to specific loans, management’s ongoing review and grading of the loan portfolio, credit report refreshes, consideration of historical loan loss and delinquency experience on each portfolio category, trends in past due and nonaccrual loans, the risk characteristics of the various classifications of loan segments, changes in the size and character of the loan portfolio, concentrations of loans to specific borrowers or industries, existing economic conditions and economic forecasts, the fair value of underlying collateral, funding assumptions on lines, and other qualitative and quantitative factors which could affect potential credit losses. The forecast the Corporation used for December 31, 2025 was the Moody's baseline scenario from November 2025, which was reviewed against the December 2025 baseline scenario with no material updates made, over a two year reasonable and supportable period with straight-line reversion to historical losses over the second year of the period. Assessing these factors involves significant judgment. Because each of the criteria used is subject to change, the ACLL is not necessarily indicative of the trend of future credit losses on loans in any particular segment. Therefore, management considers the ACLL a critical accounting estimate, see section Critical Accounting Estimates for additional information on the ACLL. See section Nonperforming Assets for a detailed discussion on asset quality. See also Note 3 Loans of the notes to consolidated financial statements for additional ACLL disclosures. Table 6 provides information

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on loan growth and period end loan composition, Table 11 provides additional information regarding NPAs, and Table 12 and Table 13 provide additional information regarding activity in the ACLL.

The loan segmentation used in calculating the ACLL at December 31, 2025 and December 31, 2024 was generally comparable. The methodology to calculate the ACLL consists of the following components: a valuation allowance estimate is established for commercial and consumer loans determined by the Corporation to be individually evaluated, using discounted cash flows, estimated fair value of underlying collateral, and/or other data available. Loans are segmented for criticized loan pools by loan type as well as for non-criticized loan pools by loan type, primarily based on risk rating rates after considering loan type, historical loss and delinquency experience, credit quality, and industry classifications. Loans that have been criticized are considered to have a higher risk of default than non-criticized loans, as circumstances were present to support the lower loan grade, warranting higher loss factors. Additionally, management allocates ACLL to absorb losses that may not be provided for by the other components due to qualitative factors evaluated by management, such as limitations within the credit risk grading process, known current economic or business conditions that may not yet show in trends, industry or other concentrations with current issues that impose higher inherent risks than are reflected in the loss factors, and other relevant considerations. The total allowance is available to absorb losses from any segment of the loan portfolio.

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Table 12 Allowance for Credit Losses on Loans

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Table 13 Net (Charge Offs) Recoveries to Average Loans

Notable Contributions to the Change in the Allowance for Credit Losses on Loans

•Total loans increased $1.4 billion, or 5%, from December 31, 2024, driven by increases in commercial and industrial lending and auto finance, partially offset by a decrease in residential mortgage lending, mainly due to the Corporation's balance sheet repositioning in December 2024. See also Note 3 Loans of the notes to consolidated financial statements for additional information on loans.

•Total nonaccrual loans decreased $22.8 million, or 19%, from December 31, 2024, primarily driven by decreases in nonaccrual loans within the Corporation's commercial and industrial portfolio and CRE-investor portfolio, partially offset by increases in nonaccrual loans within the auto finance portfolio and real estate construction portfolio. See also Note 3 Loans of the notes to consolidated financial statements and section Nonperforming Assets for additional disclosures on the changes in asset quality.

•For the year ended December 31, 2025, net charge offs decreased $31.6 million, or 46%, from December 31, 2024, primarily driven by a decrease in net charge offs in the Corporation's commercial and industrial portfolio, partially offset by an increase in net charge offs in the CRE-investor portfolio. See Tables 12 and 13 for additional information regarding the activity in the ACLL.

Management believes the level of ACLL to be appropriate at December 31, 2025.

Consolidated net income and stockholders’ equity could be affected if management’s estimate of the ACLL is subsequently materially different, requiring additional or less provision for credit losses to be recorded. Management carefully considers numerous detailed and general factors, its assumptions, and the likelihood of materially different conditions that could alter its assumptions. While management uses currently available information to recognize losses on loans, future adjustments to the ACLL may be necessary based on newly received appraisals, updated commercial customer financial statements, rapidly deteriorating customer cash flow, and changes in economic conditions that affect our customers. Additionally, larger credit relationships do not inherently create more risk, but can create wider fluctuations in net charge offs and asset quality measures. As an integral part of their examination processes, various federal and state regulatory agencies also review the ACLL. These agencies may require additions to the ACLL or may require that certain loan balances be charged off or downgraded into criticized loan categories when their credit evaluations differ from those of management, based on their judgments about information available to them at the time of their examinations.

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Investment Securities Portfolio

Management of the investment securities portfolio involves the maximization of income while actively monitoring the portfolio's liquidity, market risk, quality of the investment securities, and its role in balance sheet and capital management. The Corporation classifies its investment securities as AFS, HTM, or equity securities on the consolidated balance sheets at the time of purchase. Securities classified as AFS may be sold from time to time in order to help manage interest rate risk, liquidity, credit quality, capital levels, or to take advantage of relative value opportunities in the marketplace. Investment securities classified as AFS and equity are carried at fair value on the consolidated balance sheets, while investment securities classified as HTM are carried at amortized cost on the consolidated balance sheets.

The Corporation's investment securities portfolio contains the following types of securities:

U.S. Treasury securities: U.S. Treasury Securities, including Treasury bills, notes, and bonds, are debt obligations issued by the U.S. Department of the Treasury and are backed by the full faith and credit of the U.S. government.

Municipal securities: The municipal securities relate to various state and political subdivisions and school districts. The municipal securities portfolio is regularly assessed for credit quality and deterioration.

Residential and commercial mortgage-related securities: Residential and commercial mortgage-related securities include predominantly FNMA, FHLMC and GNMA MBS and CMOs. The Corporation also has private-label residential mortgage-related securities are the most senior AAA-rated tranche CMO securities issued by a non-agency sponsor and collateralized by Prime Jumbo residential mortgage loans. The fair value of these mortgage-related securities is subject to inherent risks, such as prepayment risk and interest rate changes.

FFELP asset backed securities: FFELP asset backed securities are collateralized with government guaranteed student loans.

SBA asset backed securities: SBA asset backed securities are securities whose underlying assets are loans from the SBA. These loans are backed by the U.S. government.

Other debt securities: Other debt securities are primarily comprised of debt securities that mature within 3 years and have a rating of A.

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Table 14 Investment Securities Portfolio

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Table 14 Investment Securities Portfolio (continued)

During the fourth quarter of 2024 as part of a balance sheet repositioning, the Corporation sold lower yielding AFS securities with a carrying value of $1.1 billion at a net loss of $148.2 million and reinvested the proceeds into higher yielding and lower risk-weighted GNMA securities.

During the fourth quarter of 2023 as part of a balance sheet repositioning, the Corporation sold lower yielding AFS securities with a carrying value of $715.1 million at a net loss of $64.9 million and reinvested the proceeds into higher yielding and lower risk-weighted GNMA securities.

At December 31, 2025, the Corporation’s investment securities portfolio did not contain securities of any single non-government or non-GSE issuer that were payable from and secured by the same source of revenue or taxing authority where the aggregate carrying value of such securities exceeded 5% of stockholders’ equity.

The Corporation did not recognize any credit-related write-downs to the allowance for credit losses on investments during 2025, 2024, or 2023. See Note 1 Summary of Significant Accounting Policies for management's accounting policy for investment securities and Note 2 Investment Securities of the notes to consolidated financial statements for additional investment securities disclosures.

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Table 15 Investment Securities Portfolio Maturity Distribution(a)

(a) Expected maturities will differ from contractual maturities, as borrowers may have the right to call or repay obligations with or without call or prepayment penalties.

(b) Yields on tax-exempt securities are computed on a fully tax-equivalent basis using a tax rate of 21%.

In addition to the investment securities portfolio noted above, the Corporation also holds the following investments:

Equity Securities with Readily Determinable Fair Values: Equity securities with readily determinable fair values is primarily comprised of mutual funds.

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Equity Securities without Readily Determinable Fair Values: Equity securities without readily determinable fair values primarily consists of an investment in a private loan fund, and historically, Visa Class B restricted shares which the Corporation sold all remaining shares during the first quarter of 2024.

Regulatory Stock: The Corporation is required to hold and maintain, for regulatory purposes, Federal Reserve Bank stock and FHLB stock as member banks of both the Federal Reserve System and the FHLB, and in amounts as required by these institutions.

See Note 2 Investment Securities of the notes to consolidated financial statements for additional information on the equity securities and regulatory stock.

Deposits and Customer Funding

The following table summarizes the composition of our deposits and customer funding:

Table 16 Period End Deposit and Customer Funding Composition(a)

(a) Prior periods have been adjusted to conform with current period presentation.

(b) Includes repurchase agreements.

(c) Total deposits excluding brokered CDs and network transaction deposits. This is a non-GAAP financial measure. See Table 23 Non-GAAP Measures for a reconciliation to GAAP financial measures.

•Total deposits, which are the Corporation's largest source of funds, increased $904.2 million, or 3%, from December 31, 2024 driven by growth in all deposit types except interest-bearing demand and brokered CDs.

•Total uninsured deposits were $17.0 billion, $15.5 billion and $14.8 billion at December 31, 2025, 2024 and 2023 respectively. The increase was primarily driven by increase in balances in business deposit accounts. Estimated uninsured and uncollateralized deposits, excluding intercompany deposits, were $9.4 billion or 26.5% of total deposits at December 31, 2025, compared to $8.0 billion or 23.0% at December 31, 2024 and $7.6 billion or 22.7% at December 31, 2023.

Table 17 Maturity Distribution – Time Deposits of $250,000 or More

Selected period end deposit information is detailed in Note 7 Deposits of the notes to consolidated financial statements, including a maturity distribution of all time deposits at December 31, 2025. See Table 2 for additional information on average deposit balances and deposit rates.

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Other Funding Sources

Short-Term Funding: Short-term funding is comprised of short-term FHLB advances (with original contractual maturities less than one year), federal funds purchased, securities sold under agreements to repurchase. Many short-term funding sources are secured with collateral, expected to be reissued, and, therefore, do not represent an immediate need for cash. The organization manages to a multitude of liquidity risk limits which consider availability of short-term funding sources across a spectrum of stress scenarios, among other risk-based assumptions. Short-term funding sources at December 31, 2025 were $3.2 billion, an increase of $1.4 billion, or 84%, from December 31, 2024, driven by a $1.6 billion, or 128%, increase in short-term FHLB advances.

Long-Term Funding: Long-term funding is comprised of long-term FHLB advances (with original contractual maturities greater than one year), senior notes, subordinated notes, and finance leases. Long-term funding at December 31, 2025 was $1.0 billion, a decrease of $434.3 million, or 30%, from December 31, 2024, driven by a $250.0 million, or 45%, decrease in subordinated notes, and a $197.4 million, or 32%, decrease in long-term FHLB advances.

See Note 8 Short and Long-Term Funding of the notes to consolidated financial statements for additional information on short-term and long-term funding. See Table 2 for additional information on average funding and rates.

Liquidity

The objective of liquidity risk management is to ensure that the Corporation has the ability to generate sufficient cash or cash equivalents in a timely and cost-effective manner to satisfy the cash flow requirements of depositors and borrowers and to meet its other commitments as they become due. The Corporation’s liquidity risk management process is designed to identify, measure, and manage the Corporation’s funding and liquidity risk to meet its daily funding needs in the ordinary course of business, as well as to address expected and unexpected changes in its funding requirements. The Corporation engages in various activities to manage its liquidity risk, including diversifying its funding sources, stress testing, and holding readily-marketable assets which can be used as a source of liquidity, if needed.

The Corporation performs dynamic scenario analysis in accordance with industry best practices. Measures have been established to ensure the Corporation has sufficient high quality short-term liquidity to meet cash flow requirements under stressed scenarios. In addition, the Corporation also reviews static measures such as deposit funding as a percent of total assets and liquid asset levels. Strong capital ratios, credit quality, and core earnings are also essential to maintaining cost effective access to wholesale funding markets. At December 31, 2025, the Corporation was in compliance with its internal liquidity objectives and had sufficient asset-based liquidity to meet its obligations even under a stressed scenario.

The Corporation maintains diverse and readily available liquidity sources, including:

•Lines of credit with the Federal Reserve Bank and FHLB, which require eligible loan and investment collateral to be pledged. Based on the amount of collateral pledged, the FHLB established a collateral value from which the Bank may draw advances, and issue letters of credit in favor of public fund depositors, against the collateral. As of December 31, 2025, the Bank had $6.2 billion available for future funding. The Federal Reserve Bank also establishes a collateral value of assets to support borrowings from the discount window. As of December 31, 2025, the Bank had $6.4 billion available for discount window borrowings.

•Acquisition related equity issuances by the Parent Company; the Corporation has filed a shelf registration statement with the SEC under which the Parent Company may, from time to time, offer shares of the Corporation’s common stock in connection with acquisitions of businesses, assets, or securities of other companies.

•Other issuances by the Parent Company; the Corporation maintains on file with the SEC a universal shelf registration statement, under which the Parent Company may offer the following securities, either separately or in units: debt securities, preferred stock, depositary shares, common stock, and warrants.

•Bank issuances; the Bank may also issue institutional CDs, network transaction deposits, and brokered CDs.

•Global Bank Note Program issuances; the Bank has implemented a program pursuant to which it may offer up to $2.0 billion aggregate principal amount of its unsecured senior and subordinated notes.

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The following table presents secured and total available liquidity sources, estimated uninsured and uncollateralized deposits (excluding intercompany deposits), and coverage of estimated uninsured and uncollateralized deposits.

Table 18 Liquidity Sources and Uninsured Deposit Coverage Ratio