BOK FINANCIAL CORP (BOKF)

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

Performance Summary

BOK Financial reported net income of $155.8 million, or $2.58 per diluted share, for the first quarter of 2026 compared to $177.3 million, or $2.89 per diluted share, for the fourth quarter of 2025. Excluding the gain recognized on the sale of a merchant banking investment and the FDIC special assessment benefit1, net income would have been $152.1 million, or $2.48 per diluted share, in the fourth quarter of 2025. PPNR1, a non-GAAP measure, was $199.7 million for the first quarter of 2026, compared to $228.5 million in the fourth quarter of 2025.

Highlights of the first quarter of 2026 compared to the fourth quarter of 2025 included:

•Net interest income totaled $342.6 million, a decrease of $2.7 million compared to the prior quarter. Net interest margin was 2.90% for the first quarter of 2026, compared to 2.98% for the prior quarter. For the first quarter of 2026, our core net interest margin excluding trading activities1, a non-GAAP measure, was 3.15% compared to 3.22% in the prior quarter.

•Fees and commissions revenue totaled $209.8 million, a decrease of $5.1 million, primarily due to lower investment banking revenue driven by seasonality and volume of transactions.

•Other operating expense totaled $354.2 million, a decrease of $6.9 million compared to the prior quarter. Excluding the FDIC special assessment benefit from fourth quarter of 2025, operating expense decreased $16.4 million. Personnel expense decreased $11.6 million and non-personnel expense decreased $4.8 million, reflecting our continued focus on managing our core cost structure.

•Period end outstanding loan balances totaled $26.2 billion at March 31, 2026, growing by $536 million over December 31, 2025, with broad-based growth across the loan portfolio, led by general business, energy, and multifamily commercial real estate loans. Average loan balances increased $683 million to $25.9 billion.

•No provision for expected credit losses was necessary for the first quarter of 2026. The favorable impact of higher projected oil prices on our energy loan portfolio and improved credit quality was offset by loan growth and a slight downward revision to economic forecast assumptions compared to the prior quarter. Net charge-offs in the first quarter were $1.9 million, or 0.03% of average loans on an annualized basis. The resulting combined allowance for credit losses totaled $323 million, or 1.23% of outstanding loans at March 31, 2026. The combined allowance for credit losses was $327 million, or 1.28% of outstanding loans at December 31, 2025.

•Nonperforming assets not guaranteed by U.S. government agencies were $52 million, a $14 million decrease compared to December 31, 2025. Accruing substandard loans decreased by $5.5 million while other loans especially mentioned decreased by $31 million compared to December 31, 2025.

•Period end deposits decreased by $758 million to $38.7 billion at March 31, 2026. Average deposits decreased $1.0 billion, including a $692 million decrease in average interest-bearing deposits and a $315 million reduction in demand deposit balances. The loan to deposit ratio was 68% at March 31, 2026, compared to 65% at December 31, 2025.

•Assets under management or administration totaled $123.6 billion at March 31, 2026, decreasing $3.0 billion compared to December 31, 2025, primarily driven by changes in the equity markets.

•The Company's tangible common equity ratio1, a non-GAAP measure, was 9.29% at March 31, 2026, and 9.46% at December 31, 2025. The tangible common equity ratio is primarily based on total shareholders' equity, which includes unrealized gains and losses on AFS securities.

•The common equity Tier 1 capital ratio at March 31, 2026, was 12.61%. Other regulatory capital ratios include the Tier 1 capital ratio at 12.61%, total capital ratio at 14.39%, and leverage ratio at 9.85%. At December 31, 2025, the common equity Tier 1 capital ratio was 12.90%, the Tier 1 capital ratio was 12.90%, the total capital ratio was 14.77%, and the leverage ratio was 9.86%.

1    See "Explanation and Reconciliation of Non-GAAP Measures" section following.

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•No shares of common stock were repurchased during the first quarter of 2026. The company repurchased 2,617,414 shares of common stock at an average price of $107.99 per share in the fourth quarter of 2025. We view share buybacks opportunistically, but within the context of maintaining our strong capital position.

•The Company paid a regular cash dividend of $38.1 million, or $0.63 per common share, during the first quarter of 2026. On May 5, 2026, the Board approved a quarterly cash dividend of $0.63 per common share payable on or about May 27, 2026, to shareholders of record as of May 13, 2026.

Highlights of the three months ended March 31, 2026, compared to the three months ended March 31, 2025 included:

•Net income for the three months ended March 31, 2026 totaled $155.8 million, or $2.58 per diluted share, compared to $119.8 million, or $1.86 per diluted share, for the three months ended March 31, 2025.

•Net interest income totaled $342.6 million for the three months ended March 31, 2026, and $316.3 million for the three months ended March 31, 2025. Net interest income increased $16.5 million from changes in interest rates and increased $9.9 million from changes in earning assets. Net interest margin was 2.90% compared to 2.78%. The AFS securities portfolio yield increased 11 basis points, while the yield on trading securities decreased 43 basis points. Funding costs decreased 50 basis points. The cost of interest-bearing deposits was down 53 basis points. Average earning assets increased $2.2 billion to $47.8 billion, largely driven by higher average balances for loans and AFS securities, partially offset by a decrease in average trading securities. Total interest-bearing deposits increased $1.1 billion, partially offset by a decrease of $462 million in demand deposit balances. Other borrowed funds increased $711 million and average subordinated debentures increased $265 million.

•Fees and commissions revenue totaled $209.8 million for the three months ended March 31, 2026, a $25.7 million increase over the three months ended March 31, 2025. Brokerage and trading revenue increased $12.5 million, largely due to higher trading volumes and improved trading margins on U.S. agency residential mortgage-backed securities. Fiduciary and asset management revenue increased $5.5 million led by growth in trust fees related to higher market valuations and continued growth in client relationships. Transaction card revenue increased $4.9 million due to disciplined pricing strategies, targeted customer acquisition efforts, and an increase in the volume of transactions processed during the period. Deposit service charges increased $1.9 million due to growth in commercial service charges.

•Total operating expense was $354 million for the three months ended March 31, 2026, an increase of $6.6 million over the three months ended March 31, 2025. Personnel expense decreased $3.0 million. Employee benefits expense decreased $5.3 million due to a combination of lower retirement plan costs and employee healthcare costs. Regular compensation increased $1.9 million, largely related to annual merit increases given to most employees in March. Non-personnel expense increased $9.6 million. Data processing and communications expense was up $4.2 million, largely driven by costs associated with ongoing projects. Mortgage banking costs grew $4.1 million due to increased prepayments.

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Results of Operations

Net Interest Income and Net Interest Margin

Net interest income is the interest earned on debt securities, loans, and other interest-earning assets less interest paid for interest-bearing deposits and other borrowings. The net interest margin is calculated by dividing tax-equivalent net interest income by average interest-earning assets. Net interest spread is the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities. Net interest margin is typically greater than net interest spread due to interest revenue earned on assets funded by non-interest bearing liabilities such as demand deposits and equity.

Tax-equivalent net interest income totaled $345.2 million for the first quarter of 2026, compared to $347.8 million in the prior quarter. Net interest income increased $464 thousand from changes in interest rates and decreased $3.1 million from changes in earning assets. Table 1 shows the effect on net interest income from changes in average balances and interest rates for various types of earning assets and interest-bearing liabilities.

Average earning assets increased $1.2 billion over the fourth quarter of 2025. Average loan balances increased $683 million, primarily from broad-based growth across the loan portfolio. The average balance of trading securities increased $322 million and average restricted equity securities increased $111 million.

Total average deposits decreased $1.0 billion compared to the fourth quarter of 2025, including a $692 million decrease in interest-bearing deposits and a $315 million decrease in demand deposits. Average funds purchased and repurchase agreements decreased $261 million, while average other borrowings increased $2.3 billion. Average subordinated debentures increased $155 million, driven by the full quarter impact of the subordinated debt issued in the fourth quarter.

Net interest margin was 2.90% compared to 2.98% in the fourth quarter of 2025. For the first quarter of 2026, our core net interest margin excluding trading activities1, a non-GAAP measure, was 3.15% compared to 3.22% in the prior quarter. The tax-equivalent yield on average earning assets was 5.23%, a decrease of 13 basis points. The loan portfolio yield decreased 23 basis points to 6.25%. The yield on trading securities decreased 19 basis points to 4.64%, while the yield on restricted equity securities increased 17 basis points to 7.39%.

Funding costs were 2.92%, a 14 basis point decrease compared to the prior quarter. The cost of interest-bearing deposits decreased 20 basis points to 2.71%. The cost of funds purchased and repurchase agreements decreased 57 basis points to 2.90%, while the cost of other borrowings decreased 32 basis points to 3.90%. The benefit to net interest margin from assets funded by non-interest liabilities was 59 basis points, a decrease of 9 basis points.

Our overall objective is to manage the Company's balance sheet for changes in interest rates as described in the Market Risk section of this report. Approximately 84% of our commercial and commercial real estate loan portfolios are either variable rate loans or fixed rate loans that will reprice within one year. These loans are funded primarily by deposit accounts that are either non-interest bearing, or that reprice more slowly than the loans. The result is a balance sheet that is asset sensitive, meaning that assets generally reprice more quickly than the liabilities. One of the strategies that we use to manage toward a relative rate-neutral position is to purchase fixed-rate residential mortgage-backed securities issued primarily by U.S. government agencies and fund them with market rate-sensitive liabilities. The liability-sensitive nature of this strategy provides an offset to the asset-sensitive characteristics of our loan portfolio. We also may use derivative instruments to manage our interest rate risk.

The effectiveness of these strategies is reflected in the overall change in net interest income due to changes in interest rates as shown in Table 1 and in the interest rate sensitivity projections as shown in the Market Risk section of this report.

1    See "Explanation and Reconciliation of Non-GAAP Measures" section following.

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Table 1 – Volume/Rate A

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

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

1    Includes allowance for loan losses and accrual for off-balance sheet credit risk.

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Management’s Assessment of Operations and Financial Condition

Overview

The following discussion is management's analysis to assist in the understanding and evaluation of the financial condition and results of operations of BOK Financial. This discussion should be read in conjunction with the Consolidated Financial Statements and footnotes and selected financial data presented elsewhere in this report. This section and other sections provide information about our recent financial performance. For information about results of operations for 2024 compared with 2023, see the respective sections in Management's Discussion and Analysis included in our 2024 Form 10-K filed on February 19, 2025.

Reflecting the Federal Reserve's cautious confidence that inflation is moderating, the federal funds rate was reduced by 75 basis points over the last four months of 2025 to balance between inflation progress and emerging labor-market risks. The housing market showed some signs of recovery, with slight increases in sales and inventory. Homeownership affordability is being significantly impacted by the combination of higher mortgage interest rates and elevated home prices, which has greatly affected first-time homebuyers. Consumer spending also continues to remain stable but constrained, supported by continued demand for essential services while discretionary spending softened amid elevated prices and increased budget sensitivity. Unemployment increased slightly to 4.4% for December 2025. See "Summary of Credit Loss Experience" section of Management's Discussion and Analysis for additional discussion around our economic forecast.

Performance Summary

Net income for the year ended December 31, 2025, totaled $578.0 million, or $9.17 per diluted share, compared with net income of $523.6 million, or $8.14 per diluted share, for the year ended December 31, 2024. PPNR1, a non-GAAP measure, was $742.6 million for 2025, compared to $684.7 million in the prior year.

Highlights of 2025 included:

•Net interest income totaled $1.3 billion for 2025, a $116.6 million increase over the prior year. Net interest margin was 2.87% for 2025, compared to 2.65% for 2024, reflecting the funding shift from wholesale borrowings to interest-bearing deposits, along with improving yields on the AFS securities portfolio. Average earning assets were $46.4 billion for 2025, up $866 million over 2024, largely due to expansion of the AFS securities portfolio and growth in loan portfolio balances.

•Fees and commissions revenue was $800.7 million for 2025, consistent with the prior year. Brokerage and trading revenue decreased $58.4 million, largely due to a shift from trading revenue to net interest income on trading securities. Fiduciary and asset management revenue increased $26.3 million led by growth in trust fees related to higher market valuations and continued growth in client relationships. Transaction card revenue was up $8.8 million due to disciplined pricing strategies, targeted customer acquisition efforts, and an increase in the volume of transactions processed during the year. Deposit service charges increased $6.8 million due to growth in commercial service charges.

•Other gains, net, were $43.8 million for 2025, including a $23.5 million pre-tax gain on the sale of a merchant banking investment. Other gains, net, for 2024 were $79.7 million, which included a $56.9 million pre-tax gain recognized in connection with the receipt and disposition of Visa C shares received as a result of the Exchange Offer announced by Visa, Inc. in the second quarter of 2024.

•Gains on AFS securities totaled $2.0 million for the year ended December 31, 2025, compared to a loss of $45.8 million in the prior year resulting from the strategic repositioning of our portfolio.

•Other operating expense increased $67.1 million to $1.4 billion. Personnel expense grew $66.7 million, reflecting a combination of annual merit increases, salary adjustments, and business expansion. Non-personnel expense was consistent with the prior year. The current year included a benefit of $10.7 million from FDIC updates to the special assessment estimate, along with other adjustments to the special assessment, compared to a $5.5 million expense in the prior year. The prior year included $13.6 million in charitable contributions to the BOKF Foundation, largely driven by the $10.0 million donation of converted Visa shares to the foundation. These decreases in expense for 2025 were largely offset by higher costs for data processing and communications, professional fees and services, business promotion, and net occupancy and equipment.

1    See Explanation and Reconciliation of Non-GAAP Measures in "Non-GAAP Measures" section following.

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•The net economic benefit of the changes in the fair value of MSR and related economic hedges was $1.1 million during 2025, compared to a net economic cost of $5.7 million during 2024, due to reduced market volatility throughout 2025.

•The provision for credit losses was $2.0 million in 2025. The impact of loan growth was partially offset by an improvement in credit quality and the forecasted economic outlook during the year. Credit quality remained strong with net charge-offs of $6.7 million, or 0.03% of average loans in 2025, compared to $12.9 million, or 0.05% of average loans in 2024. We recorded an $18.0 million provision for expected credit losses in 2024. The combined allowance for credit losses totaled $327 million or 1.28% of outstanding loans at December 31, 2025. The combined allowance for credit losses was $332 million or 1.38% of outstanding loans at December 31, 2024.

•Nonperforming assets not guaranteed by U.S. government agencies totaled $66 million at December 31, 2025, up from a historic low of $42 million at December 31, 2024. Accruing substandard loans decreased $71 million, while other loans especially mentioned increased $29 million and nonaccrual loans increased $28 million.

•Average outstanding loan balances were $24.6 billion, growing $416 million over the prior year. Average loans to individuals increased $468 million and commercial real estate loans grew $366 million, while commercial loans decreased $418 million. Period end outstanding loan balances increased $1.5 billion to $25.7 billion at December 31, 2025.

•Average deposits increased $2.4 billion to $38.7 billion. Average interest-bearing deposits increased $2.8 billion, while average demand deposits decreased $413 million. Period end deposits increased $1.2 billion to $39.4 billion. The loan to deposit ratio was 65% at December 31, 2025, compared to 63% at December 31, 2024.

•Assets under management or administration totaled $126.6 billion at December 31, 2025, increasing $12.0 billion over December 31, 2024, primarily driven by improvements in the equity markets and growth in customer relationships during 2025.

•The Company's tangible common equity ratio1, a non-GAAP measure, was 9.46% at December 31, 2025, and 9.17% at December 31, 2024. The tangible common equity ratio is primarily based on total shareholders' equity, which includes unrealized gains and losses on AFS securities.

•The Company's common equity Tier 1 capital ratio was 12.90% at December 31, 2025. In addition, the Tier 1 capital ratio was 12.90%, total capital ratio was 14.77% and leverage ratio was 9.86% at December 31, 2025. At December 31, 2024, the Tier 1 capital ratio was 13.04%, the total capital ratio was 14.21%, and the leverage ratio was 9.97%.

•The Company repurchased 3,656,259 common shares at an average price of $105.72 per share during 2025 and 1,028,806 common shares at an average price of $86.49 during 2024.

•The Company paid cash dividends of $2.34 per common share during 2025, and $2.22 per common share in 2024.

Net income for the fourth quarter of 2025 totaled $177.3 million, or $2.89 per diluted share, compared to $140.9 million, or $2.22 per diluted share, for the third quarter of 2025.

Highlights of the fourth quarter of 2025 included:

•Net interest income totaled $345.3 million, an increase of $7.6 million over the prior quarter. Net interest margin expanded 7 basis points to 2.98% from 2.91%. For the fourth quarter of 2025, our core net interest margin excluding trading activities1, a non-GAAP measure, grew 6 basis points to 3.22% compared to 3.16% in the prior quarter.

•Fees and commissions revenue was $214.9 million, up $10.4 million, led by growth in brokerage and trading revenue, fiduciary and asset management revenue, and transaction card revenue.

•Other gains, net, were $28.1 million for the fourth quarter of 2025, compared to $8.3 million in the third quarter of 2025. The fourth quarter included a $23.5 million pre-tax gain on the sale of a merchant banking investment.

•Operating expense decreased $8.7 million to $361.1 million. Excluding the FDIC special assessment benefit, personnel expense decreased $3.6 million and non-personnel expense increased $3.2 million.

•No provision for credit losses was necessary for the fourth quarter of 2025. The provision for credit losses was $2.0 million in the third quarter of 2025. Net charge-offs were $1.4 million, or 0.02% of average loans on an annualized basis, in the fourth quarter.

1    See Explanation and Reconciliation of Non-GAAP Measures in "Non-GAAP Measures" section following.

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Critical Accounting Policies & Estimates

The Consolidated Financial Statements and accompanying notes are prepared in accordance with GAAP. The Company's accounting policies are more fully described in Note 1 to the Consolidated Financial Statements. Management makes significant assumptions and estimates in the preparation of the Consolidated Financial Statements and accompanying notes in conformity with GAAP that may be highly subjective, complex, and subject to variability. Actual results could differ significantly from these assumptions and estimates. The following discussion addresses the most critical areas where these assumptions and estimates could affect the financial condition, results of operations, and cash flows of the Company. These critical accounting policies and estimates have been discussed with the appropriate committees of the Board of Directors.

Allowance for Loan Losses and Accrual for Off-Balance Sheet Credit Risk from Loan Commitments

The allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments represent the portion of amortized cost basis of loans and related unfunded commitments we do not expect to collect over the asset’s contractual life, considering past events, current conditions, as well as reasonable and supportable forecasts of future economic conditions. Quarterly, a senior management Allowance Committee assesses the appropriateness of the allowance for loan losses and accrual for off-balance sheet credit risk. This assessment requires judgment about effects of uncertain matters, resulting in a subjective calculation which is inherently imprecise. Because of the subjective forward-looking nature of the calculation, changes in these measures may not directly correlate with actual economic events. In future periods, management judgment may consider new or changed information which may cause significant changes in these allowances in those future periods.

See Note 4 to the Consolidated Financial Statements for the description of the expected credit losses calculation of the allowance for loan losses and accrual for off-balance sheet credit risk from unfunded loan commitments.

For the majority of risk-graded loans, the accruing loans expected credit loss estimate is sensitive to management judgment, particularly probability of default and loss given default assumptions, changes in specific macroeconomic factor forecasts and the probability weight assigned to each economic scenario, and appropriate adjustments.

Significant assumptions and estimates affecting the allowance for loan losses and accrual for off-balance sheet credit risk include:

•Probability of default and loss given default measurements are based on historical data that may not be a good predictor of future performance or actual losses.

•Probability of default is based on risk grades, a subjective measurement of the risk of a loan. This subjective assessment of risk may not reflect actual risk of loss.

•The forecast for each relevant economic loss driver and the probability weighting of economic scenarios are overseen by a senior management Economic Forecast Committee which includes members independent of the allowance process. These estimates may differ from future economic conditions.

•The Allowance Committee may increase or decrease the allowance to reflect risks not captured in the quantitative component. Examples of circumstances that may result in adjustments include, but are not limited to, new lines of business, market conditions that have not been previously encountered, observed changes in credit risk that are not yet reflected in macroeconomic factors, or economic conditions that impact loss given default assumptions. These estimates may differ from actual credit losses.

Although the resulting expected credit loss estimate represents management’s best estimates at the time, actual credit losses will differ from management’s estimate. Portfolio composition will change over time, actual economic conditions will differ from probability-weighted assumptions, borrower-specific circumstances will change, as well as other factors. Differences between actual losses and management's estimates may materially affect the Company's results of operations.

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We describe critical elements affecting our estimate of expected credit loss in the "Summary of Credit Loss Experience" section of Management's Discussion and Analysis. While it is challenging to evaluate the allowance impact for a change in a particular input, results of such an analysis demonstrate how the quantitative element of the allowance behaves under different conditions. The sensitivity to management's economic scenario weighting may be quantified by comparing the results of weighting each economic scenario at 100%. For example, compared to a 100% base case scenario, a 100% downside case would result in an additional $189 million in quantitative reserve, while a 100% upside case would result in $13 million less in quantitative reserve at December 31, 2025. Such sensitivity calculations do not necessarily reflect the nature and extent of future changes in the related allowance for a number of reasons including (1) management's weighting of multiple forecasted economic scenarios in estimating expected credit losses; (2) management's predictions of future economic trends and relationships among the scenarios may differ from actual events; and (3) management's application of subjective measures to modeled results when appropriate.

Fair Value Measurement

Certain assets and liabilities are recorded at fair value in the Consolidated Financial Statements. Fair value is defined by applicable accounting guidance as the price to sell an asset or transfer a liability in an orderly transaction between market participants in the principal markets for the given asset or liability at the measurement date based on market conditions at that date. An orderly transaction assumes exposure to the market for a customary period for marketing activities prior to the measurement date and not a forced liquidation or distressed sale.

A hierarchy for fair value has been established that prioritizes the inputs of valuation techniques used to measure fair value into three broad categories: unadjusted quoted prices in active markets for identical assets or liabilities (Level 1), other observable inputs that can be observed either directly or indirectly (Level 2), and unobservable inputs for assets or liabilities (Level 3). Fair value may be recorded for certain assets and liabilities every reporting period on a recurring basis or under certain circumstances on a non-recurring basis. Fair value measurements of significant assets or liabilities that are based on unobservable inputs (Level 3) are considered Critical Accounting Policies and Estimates. Additional discussion of fair value measurement and disclosure is included in Notes 7 and 19 to the Consolidated Financial Statements.

Mortgage Servicing Rights

We have a significant investment in MSR. Our MSR are primarily retained from sales in the secondary market of residential mortgage loans we have originated or purchased from correspondent lenders. MSR may be purchased from other lenders. Both originated and purchased MSR are initially recognized at fair value. We have elected to carry all MSR at fair value. Changes in fair value are recognized in earnings as they occur.

MSR are not traded in active markets. The fair value of the MSR is determined by discounting the projected cash flows. Certain significant assumptions and estimates used in valuing MSR are based on current market sources including projected prepayment speeds, assumed servicing costs, earnings on escrow deposits, ancillary income and discount rates. Assumptions used to value our MSR are considered significant unobservable inputs and represent our best estimate of assumptions that market participants would use to value this asset. A separate third-party model is used to estimate prepayment speeds based on interest rates, housing turnover rates, estimated loan curtailment, anticipated defaults, and other relevant factors. The prepayment model is updated periodically for changes in market conditions and adjusted to better correlate with actual performance of our servicing portfolio. The discount rate is based on benchmark rates for mortgage loans plus a market spread expected by investors in servicing rights. Significant assumptions used to determine the fair value of our MSR are presented in Note 7 to the Consolidated Financial Statements. At least annually, we request estimates of fair value from outside sources to corroborate the results of the valuation model.

The assumptions used in this model are primarily based on mortgage interest rates. Evaluation of the effect of a change in one assumption without considering the effect of that change on other assumptions is not meaningful. Considering all related assumptions, we expect a 50 basis point parallel rate increase to increase the fair value of our servicing rights by $14.1 million. We expect a $17.8 million decrease in the fair value of our MSR from a 50 basis point parallel rate decrease.

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Results of Operations

Net Interest Income and Net Interest Margin

2025 Net Interest Income

Net interest income is the interest earned on debt securities, loans, and other interest-earning assets less interest paid for interest-bearing deposits and other borrowings. The net interest margin is calculated by dividing tax-equivalent net interest income by average interest-earning assets. Net interest spread is the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities. Net interest margin is typically greater than net interest spread due to interest income earned on assets funded by non-interest bearing liabilities such as demand deposits and equity.

Tax-equivalent net interest income totaled $1.3 billion for 2025, an increase of $117.7 million over the prior year. Net interest income grew $81.5 million due to changes in interest rates. Net interest income increased $36.2 million from growth in average assets and interest-bearing deposit balances, partially offset by lower wholesale borrowings. Table 3 shows the effects on net interest income due to changes in average balances and interest rates for the various types of earning assets and interest-bearing liabilities. In addition, see the Annual Financial Summary of consolidated daily average balances, average yields and rates as shown in Table 2.

Net interest margin was 2.87% for 2025 and 2.65% for 2024, reflecting the funding shift from wholesale borrowings to interest-bearing deposits, along with improving yields on the AFS securities portfolio. Our core net interest margin excluding trading activities1, a non-GAAP measure, was 3.14% compared to 3.01% in the prior year. The tax-equivalent yield on earning assets was 5.45% for 2025, compared to 5.75% in 2024. Loan yields decreased 67 basis points to 6.65%. The AFS securities portfolio yield increased 20 basis points to 3.89%.

Funding costs decreased 71 basis points compared to 2024. The cost of interest-bearing deposits decreased 57 basis points. The cost of short-term borrowings decreased 92 basis points. The benefit to net interest margin from earning assets funded by non-interest bearing liabilities was 72 basis points for 2025, compared to 91 basis points for 2024.

Average earning assets for 2025 increased $866 million, or 2%, over 2024. Average loans, net of allowance for loan losses, increased $421 million, largely due to growth in loans to individuals and commercial real estate loans, partially offset by lower average commercial loans. The average balance of AFS securities, which consists largely of residential and commercial mortgage-backed securities guaranteed by U.S. government agencies, increased $484 million. Average trading securities increased $228 million while average investment securities decreased $232 million.

Total average deposits grew by $2.4 billion over the prior year, including a $2.8 billion increase in interest-bearing deposits, partially offset by a $413 million decrease in average demand deposit balances. Average short-term borrowings decreased $1.9 billion.

Our overall objective is to manage the Company's balance sheet for changes in interest rates as described in the Market Risk section of this report. Approximately 84% of our commercial and commercial real estate loan portfolios are either variable rate loans or fixed rate loans that will reprice within one year. These loans are funded primarily by deposit accounts that are either non-interest bearing or that reprice more slowly than the loans. The result is a balance sheet that would be asset-sensitive which means that assets generally reprice more quickly than liabilities. One of the strategies that we use to manage toward a relative rate-neutral position is to purchase fixed rate residential mortgage-backed securities issued primarily by U.S. government agencies and fund them with market rate sensitive liabilities. The liability-sensitive nature of this strategy provides an offset to the asset-sensitive characteristics of our loan portfolio. We also may use derivative instruments to manage our interest rate risk.

The effectiveness of these strategies is reflected in the overall change in net interest income due to changes in interest rates as shown in Table 3 and in the interest rate sensitivity projections as shown in the Market Risk section of this report.

1    See Explanation and Reconciliation of Non-GAAP Measures in "Non-GAAP Measures" section following.

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Table 2 - Annual Financial Summary

Consolidated Daily Average Balances, Average Yields and Rates

1     Yield calculations are shown on a tax equivalent basis at the statutory federal and state rates for the periods presented. The yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income and the unrealized gains and losses. The yield calculation also includes average loan balances for which the accrual of interest has been discontinued and are net of unearned income. Yield/rate calculations are generally based on the conventions that determine how interest income and expense is accrued.

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Table 2 - Annual Financial Summary (continued)

Consolidated Daily Average Balances, Average Yields and Rates

1     Yield calculations are shown on a tax equivalent basis at the statutory federal and state rates for the periods presented. The yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income and the unrealized gains and losses. The yield calculation also includes average loan balances for which the accrual of interest has been discontinued and are net of unearned income. Yield/rate calculations are generally based on the conventions that determine how interest income and expense is accrued.

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Table 3 – Annual Volume/Rate Analysis

(In thousands)

1    Changes attributable to both volume and yield/rate are allocated to both volume and yield/rate on an equal basis.

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Fourth Quarter 2025 Net Interest Income

Tax-equivalent net interest income totaled $347.8 million for the fourth quarter of 2025, an increase of $7.6 million over the third quarter of 2025. Net interest margin expanded 7 basis points to 2.98% for the fourth quarter of 2025, compared to 2.91% for the third quarter of 2025. For the fourth quarter of 2025, our core net interest margin excluding trading activities1, a non-GAAP measure, expanded 6 basis points to 3.22% compared to 3.16% in the prior quarter.

Average earning assets for the fourth quarter of 2025 increased $161 million compared to the third quarter of 2025. Average loans, net of allowance for loan losses, increased $416 million, primarily due to growth in the commercial loan portfolio. Average AFS securities grew $178 million, while trading securities decreased $308 million and restricted equity securities decreased $87 million. Average interest-bearing deposits increased $1.4 billion, primarily from growth in interest-bearing transaction accounts. Average short-term borrowings decreased $1.7 billion. On November 6, 2025, $400 million of 6.108% fixed rate reset subordinated notes were issued.

The tax-equivalent yield on earning assets was 5.36% for the fourth quarter of 2025, a 17 basis point decrease compared to the third quarter of 2025. The yield on the AFS securities portfolio increased 1 basis point to 3.94%, while the yield on trading securities decreased 42 basis points to 4.83%. The loan portfolio yield decreased 22 basis points to 6.48%. The yield on restricted equity securities decreased 62 basis points to 7.22%.

Funding costs were 3.06%, down 27 basis points. The cost of interest-bearing deposits decreased 23 basis points to 2.91%. The cost of short-term borrowings decreased 34 basis points to 4.01%. The cost of subordinated debentures was 6.12%, entirely driven by the subordinated debt issuance in the fourth quarter. The benefit to net interest margin from assets funded by non-interest liabilities was 68 basis points, a decrease of 3 basis points.

1    See Explanation and Reconciliation of Non-GAAP Measures in "Non-GAAP Measures" section following.

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Table 4 - Quarterly Financial Summary

Consolidated Daily Average Balances, Average Yields and Rates

1    Yield calculations are shown on a tax equivalent basis at the statutory federal and state rates for the periods presented. The yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income and the unrealized gains and losses. The yield calculation also includes average loan balances for which the accrual of interest has been discontinued and are net of unearned income. Yield/rate calculations are generally based on the conventions that determine how interest income and expense is accrued.

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Table 4 - Quarterly Financial Summary (continued)

Consolidated Daily Average Balances, Average Yields and Rates

1     Yield calculations are shown on a tax equivalent basis at the statutory federal and state rates for the periods presented. The yield calculations exclude security trades that have been recorded on trade date with no corresponding interest income and the unrealized gains and losses. The yield calculation also includes average loan balances for which the accrual of interest has been discontinued and are net of unearned income. Yield/rate calculations are generally based on the conventions that determine how interest income and expense is accrued.

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Table 5 – Quarterly Volume/Rate Analysis

(In thousands)

1    Changes attributable to both volume and yield/rate are allocated to both volume and yield/rate on an equal basis.

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Other Operating Revenue

2025 Other Operating Revenue

Other operating revenue was $848.1 million for 2025, an increase of $8.5 million, or 1%, compared to 2024.

Table 6 – Other Operating Revenue

(Dollars in thousands)

Fees and commissions revenue

Diversified sources of fees and commissions revenue are a significant part of our business strategy and represented 38% of combined net interest income before provision for credit losses and fees and commission revenue. We believe that a variety of fee revenue sources provides diversification to changes resulting from market or economic conditions such as interest rates, values in the equity markets, commodity prices and consumer spending, all of which can be volatile. Many of these economic factors, such as decreasing interest rates, that we expect will result in a decline in net interest income or fiduciary and asset management revenue may also increase mortgage banking production volumes and related trading. The velocity of changes in market conditions and interest rates may result in timing differences between when offsetting impacts and benefits are realized. Generally, for operating revenues not as directly related to movement in interest rates, we expect growth to come through offering new products and services and by further development of our presence in other markets. However, current and future economic conditions, regulatory constraints, increased competition, and saturation in our existing markets could affect the rate of future increases.

Brokerage and trading revenue, which includes revenues from trading, customer hedging, retail brokerage and investment banking, decreased $58.4 million, or 27%, compared to the prior year.

Trading revenue includes net realized and unrealized gains and losses primarily related to sales of residential mortgage-backed securities guaranteed by U.S. government agencies and related derivative instruments that enable our mortgage banking customers to manage their production risk. Trading revenue also includes net realized and unrealized gains and losses on municipal securities and other financial instruments that we sell to institutional customers, along with changes in the fair value of financial instruments we hold as economic hedges against market risk of our trading securities. Trading revenue was $59.0 million for 2025, a decrease of $62.9 million compared to 2024, primarily due to a shift from fee revenue to net interest income on trading securities and compressed trading margins. See additional discussion in "Reportable Segments" section of Management's Discussion and Analysis.

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Customer hedging revenue is based primarily on realized and unrealized changes in the fair value of derivative contracts held for customer risk management programs. As more fully discussed under Customer Risk Management Programs in Note 6 to the Consolidated Financial Statements, we offer commodity, interest rate, foreign exchange, and equity derivatives to our customers. Derivative contracts executed with customers are offset with contracts between selected counterparties and exchanges to minimize market risk from changes in commodity prices, interest rates, or foreign exchange rates. Customer hedging revenue, which is largely volume driven, totaled $28.3 million for 2025, an increase of $548 thousand, or 2%, over 2024, and was primarily attributed to our energy derivative customers partially offset by interest rate derivatives. Customer hedging revenue includes credit valuation adjustments of the fair value of derivatives to reflect the risk of counterparty default.

Investment banking, which includes fees earned upon completion of underwriting, financial advisory services and loan syndication fees, totaled $51.1 million for 2025, an increase of $2.0 million, or 4%, over 2024, largely related to the timing and volume of transactions.

Revenue earned from retail brokerage transactions totaled $21.4 million for 2025, an increase of $2.0 million, or 10%, over 2024. Retail brokerage revenue is primarily based on fees and commissions earned on sales of fixed income securities, annuities, mutual funds, and other financial instruments to retail customers. Revenue is primarily based on the volume of customer transactions and applicable commission rate for each type of product.

Transaction card revenue depends largely on the volume and amount of transactions processed, the number of TransFund ATM locations, and the number of merchants served. Transaction card revenue totaled $117.7 million for 2025, an $8.8 million, or 8%, increase over 2024. Revenues from the processing of transactions on behalf of the members of our TransFund EFT network totaled $97.7 million, up $6.6 million, or 7%, over 2024. The number of TransFund ATM locations totaled 2,909 at December 31, 2025, compared to 2,872 at December 31, 2024. Corporate card revenue totaled $10.2 million, an increase of $1.8 million, or 22%, over 2024. Merchant services fees paid by customers for account management and electronic processing of card transactions totaled $9.8 million, an increase of $403 thousand, or 4%.

Fiduciary and asset management revenue is earned through managing or holding of assets for customers and executing transactions or providing related services. Fiduciary and asset management revenue is largely based on the fair value of assets. Rates applied to those asset values vary based on the nature of the relationship. Fiduciary and managed asset relationships generally have a higher fee rate than non-fiduciary and/or managed relationships.

Fiduciary and asset management revenue increased $26.3 million, or 11%, compared to 2024, led by growth in trust fees related to increased market valuations and continued growth in client relationships.

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A distribution of assets under management or administration and related fiduciary and asset management revenue follows:

Table 7 – Assets Under Management or Administration

(Dollars in thousands)

1    Assets under management or administration balance excludes certain assets under custody held by a sub-custodian where minimal revenue is recognized. $23 billion, $21 billion, and $19 billion of such assets are excluded from the 2025, 2024, and 2023 assets under management or administration balances, respectively.

2    Fiduciary and asset management revenue includes asset-based and other fees associated with the assets.

3    Revenue divided by period end balance.

A summary of changes in assets under management or administration for the year ended December 31, 2025, 2024, and 2023 follows:

Table 8 – Changes in Assets Under Management or Administration

(In thousands)

Assets under management as of December 31, 2025 consist of 42% fixed income, 35% equities, 15% cash, and 8% alternative investments. Net inflows to assets under management increased during 2025, largely due to continued growth in client relationships. The increase in fair value of $6.1 billion mainly resulted from improvements in the equity markets in 2025.

Deposit service charges and fees totaled $125.5 million for 2025, a $6.8 million, or 6%, increase over 2024. Service charges earned primarily on commercial deposit accounts totaled $73.0 million, a $6.7 million, or 10%, increase over the previous year. Overdraft fees and non-sufficient fund fees earned primarily on consumer deposit accounts totaled $22.9 million for 2025, an increase of $525 thousand, or 2%, compared to 2024. Check card revenue totaled $23.8 million, consistent with the prior year.

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Mortgage banking revenue totaled $77.6 million for 2025, a $3.5 million, or 5%, increase over 2024. Mortgage servicing revenue was $68.9 million, a $3.5 million increase compared to the prior year. The average outstanding principal balance of mortgage loans serviced for others totaled $22.5 billion at December 31, 2025, a $533 million increase over December 31, 2024. Mortgage production revenue was $8.7 million, consistent with the prior year. Production volume was up $38 million, while production revenue as a percentage of production volume decreased 5 basis points to 0.91%. Mortgage refinancing activity was 18% of total production in 2025, compared to 11% in 2024.

Table 9 – Mortgage Banking Revenue

(Dollars in thousands)

Primary rates disclosed in Table 9 above represent rates generally available to borrowers on 30 year conforming mortgage loans.

Other revenue totaled $63.0 million for 2025, an increase of $3.7 million, or 6%, compared to 2024, led by higher fees earned on derivative counterparty margin.

Other gains, net and net gains on securities and derivatives

Other gains, net, were $43.8 million for the year ended December 31, 2025, compared to $79.7 million for the year ended December 31, 2024. We recognized a $23.5 million pre-tax gain on the sale of a merchant banking investment during 2025, slightly offset by a loss of $956 thousand realized on the redemption of our subordinated debentures in the second quarter of 2025. Net unrealized gains on merchant banking investments were $11.4 million and gain on investments related to deferred compensation plans were $10.4 million for 2025. The prior year included a $56.9 million pre-tax gain recognized in connection with the receipt and disposition of Visa C shares received as a result of the Exchange Offer announced by Visa, Inc. in the second quarter of 2024. Net unrealized gains on merchant banking investments were $8.4 million and gain on investments related to deferred compensation plans were $12.0 million for 2024.

We also recognized a $2.0 million gain on the sale of AFS securities in 2025, compared to a loss of $45.8 million in 2024 resulting from the strategic repositioning of our portfolio.

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As discussed in the Market Risk section following, the fair value of our MSR changes in response to changes in primary mortgage loan rates and other assumptions. We attempt to mitigate the earnings volatility caused by changes in the fair value of MSR by designating certain financial instruments, generally U.S. government agency residential mortgage-backed securities for which we have elected the fair value option, as an economic hedge. Changes in the fair value of these instruments are generally expected to partially offset changes in the fair value of MSR.

Table 10 – Gain (Loss) on Mortgage Servicing Rights, Net of Economic Hedge

(In thousands)

1    Actual interest earned on fair value option securities less internal transfer-priced cost of funds.

Fourth Quarter 2025 Other Operating Revenue

Table 11 – Fourth Quarter 2025 Operating Revenue

(Dollars in thousands)

Other operating revenue was $244.3 million for the fourth quarter of 2025, a $33.6 million, or 16%, increase over the third quarter of 2025.

Brokerage and trading revenue increased $4.1 million, or 9%, to $47.3 million. Trading revenue grew $5.4 million to $20.9 million. Higher U.S. agency residential mortgage-backed securities trading activity driven by a more favorable rate environment and an improved future economic outlook, including a steepening yield curve. Investment banking revenue decreased $1.9 million to $14.3 million. Municipal underwriting activity resumed a more normal level following a strong third quarter, partially offset by growth in loan syndication fees.

Fiduciary and asset management revenue increased $4.5 million led by growth in trust fees, primarily from higher transaction-related fees, improved market valuations, and continued growth in client relationships.

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Transaction card revenue increased $2.1 million due to an increase in the volume of transactions processed during the period.

Other gains, net, were $28.1 million for the fourth quarter of 2025, compared to $8.3 million in the third quarter of 2025. The fourth quarter included a $23.5 million pre-tax gain on the sale of a merchant banking investment.

Other Operating Expense

2025 Other Operating Expense

Other operating expense for 2025 totaled $1.4 billion, a $67.1 million, or 5%, increase over the prior year. Personnel expense increased $66.7 million, or 8%, while non-personnel expense was consistent with the prior year at $554.9 million. Our efficiency ratio1 was 65.13% for 2025, compared to 64.32% in the prior year.

Table 12 – Other Operating Expense

(Dollars in thousands)