ABCB 10-K & 10-Q changes, risk factors and insider trading

An investment in our Common Stock is subject to risks inherent in our business.business, many of which are beyond our control. The material risks and uncertainties that management believes currently affect Ameris are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below, together with all of the other information included or incorporated by reference in this Annual Report. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Company’s business operations. This Annual Report is qualified in its entirety by these risk factors.

We are subject to significant industry competition which may have adversely affect our success.

Another competitive factor is that the financial services market, including banking services, continuesis to undergoundergoing rapid technological changes with frequent introductions of new technology-driven products and services. The widespread adoption of new and emerging technologies, such as artificial intelligence and quantum computing, have the potential to further intensify competition and accelerate disruption in the financial services market. Our future success may depend, in part, on our ability to use technology competitively to provide products and services that provide convenience to customers and create additional efficiencies in our operations.

We may seek to supplement our internal growth through acquisitions. We cannot predict with certainty the number, size or timing of acquisitions, or whether any such acquisitions will occur at all. Our acquisition efforts have traditionally focused on targeted banking entities in markets in which we currently operate and markets in which we believe we can compete effectively, as well as non-bank entities that we feel can successfully supplement our existing lines of business. However, as consolidation of the financial services industry continues, the competition for suitable acquisition candidates may increase. We may compete with other financial services companies for both bank and non-bank acquisition opportunities, and many of these competitors have greater financial resources than we do and may be able to pay more for an acquisition than we are able or willing to pay. We also may need additional debt or equity financing in the future to fund acquisitions. We may not be able to obtain additional financing or, if available, it may not be in amounts and on terms acceptable to us. If we are unable to locate suitable acquisition candidates willing to sell on terms acceptable to us, or we are otherwise unable to obtain additional debt or equity financing necessary for us to continue making acquisitions, we would be required to find other methods to grow our business and we may not grow at the same rate we have in the past, or at all.

Generally, we must receive federal regulatory approval before we can acquire a bank or bank holding company. In determining whether to approve a proposed bank acquisition, federal bank regulators will consider, among other factors, the effect of the acquisition on the combined entity's competition, financial condition and future prospects. The regulators also review current and projected capital ratios and levels, the competence, experience and integrity of management and its record of compliance with laws and regulations, the convenience and needs of the communities to be served (including both institutions’ CRA performance history), and the effectiveness of the acquiring institution in combating money laundering activities. We cannot be certain when or if, or on what terms and conditions, any required regulatory approvals will be granted. We may also be required to sell banks or branchesbranches, raise capital and/or take other steps, as a condition to receiving regulatory approval, which condition may not be acceptable to us or, if acceptable to us, may reduce the benefits of any acquisition.

Banking is a business whichthat depends on interest rate differentials for success. In general, the difference between the interest paid by a bank on its deposits and its other borrowings, and the interest received by a bank on its loans and securities holdings, constitutes the major portion of a bank’s earnings. Thus, our earnings and growth will be subject to the influence of economic conditions generally, both domestic and foreign,generally and also to the monetary and fiscal policies of the United States government and its agencies, particularly the Federal Reserve. The Federal Reserve administers monetary policy by setting target interest rates that it attempts to effect, primarily through open market dealings in United States government securities. The Federal Reserve also may specifically target banking institutions through the discount rate at which banks may borrow from the Federal Reserve Banks and the reserve requirements on deposits. The nature and timing of any changes in such policies and their effect on Ameris cannot be known at this time, but any such changes could adversely affect our results of operations.

When appropriate opportunities arise, we have engaged and will continue to engage in acquisitions of other businesses. Difficulty in integrating an acquired business or company may cause us not to realize expected revenue increases, cost savings, increases in geographic or product presence or other anticipated benefits from any acquisition. The integration could result in higher than expected deposit attrition (run-off), loss of key employees, or disruption of our business or the business of the acquired company, or otherwise adversely affect our ability to maintain relationships with customers and employees or achieve the anticipated benefits of the acquisition. We will likely need to make additional investments in equipment and personnel to manage higher asset levels and loan balances as a result of any significant acquisition, which may materially adversely impact our earnings. Also, the negative effect of any divestitures required by regulatory authorities in acquisitions or business combinations may be greater than expected.

Loan originations, and potentially loan revenues, could be materially adversely impacted by sharply rising interest rates. Conversely, sharply falling rates could increase prepayments within our loan and securities portfolios lowering interest earnings from those assets and investments. Rising inflation could cause our operating costs related to salaries and benefits, technology and supplies to increase at a faster pace than our revenues. Recently,Although inflation has beenmoderated recently, it remains at a higher level than experienced in many decades, which has increased costs and impacted operations for the Company and many of its customers.

Our access to deposits may be negatively impacted by, among other factors, periods of low interest rates or higher interest rates which could promote increased competition for deposits, including from new financial technology competitors,deposits or providealternatives customersto withdeposits, such as stablecoins or other alternative investment options. Additionally, negative news about us or the banking industry in general could negatively impact market and/or customer perceptions of the Company, which could lead to a loss of depositor confidence and an increase in deposit withdrawals, particularly among those with uninsured deposits. Furthermore, as banking organizations experienced in recentthe years,Spring of 2023, the failure of other financial institutions may cause deposit outflows as customers spread deposits among several different banks so as to maximize their amount of FDIC insurance, move deposits to banks deemed “too big to fail” or remove deposits from the banking system entirely. As of December 31, 2024,2025, approximately 46.8%47.7% of our deposits were uninsured, and we rely on these deposits for liquidity. A failure to maintain adequate liquidity could have a material adverse effect on our business, financial condition and results of operations.

One of our primary business operationslines is mortgage banking, in connection with which residential mortgage loans are sold by the Bank in the secondary market under agreements that contain representations and warranties related to, among other things, the origination and characteristics of the mortgage loans. The sale of these loans generates noninterest income and can be a source of liquidity for the Bank. Disruption in the market for residential mortgage loans as well as declines in real estate values, among other economic variables, could lead to one or more of the following:

•increased compliance requirements could result in higher compliance costs, higher foreclosure proceedings or lower loan origination volume, all of which could negatively impact future earnings.

Ameris is a separate and distinct legal entity from its subsidiaries. It receives substantially all of its revenue and cash flow (on a non-consolidated basis) from dividends from the Bank. These dividends are the principal source of funds to pay dividends on the Common Stock and interest and principal on the Company’s debt. Various federal and state laws and regulations limit the amount of dividends that the Bank may pay to the Company. Also, the Company’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event the Bank is unable to pay dividends to the Company, the Company may not be able to service debt, pay obligations or pay dividends on the Common Stock and its business, financial condition and results of operations may be materially adversely affected. Consequently, cash-based activities, including further investments in the Bank or in support of the Bank, could require borrowings or additional issuances of common or preferred stock.

AsWith increases in market interest rates have increased,rates, we havemay experiencedexperience unrealized losses on our available for saleavailable-for-sale securities portfolio. UnrealizedAny unrealized losses related to available for saleavailable-for-sale securities are reflected in accumulated other comprehensive income in our consolidated balance sheets and reduce the level of our book capital and tangible common equity. However, such unrealized losses do not affect our regulatory capital ratios. We actively monitor our available for saleavailable-for-sale securities portfolio and do not currently anticipate the need to realize material losses from the sale of securities for liquidity purposes. Furthermore, we believe it is unlikely that we would be required to sell any such securities before recovery of their amortized cost bases, which may be at maturity. Nonetheless, our access to liquidity sources could be affected by unrealized losses if securities must be sold at a loss; tangible capital ratios decline from an increase in unrealized losses or realized credit losses; the FHLB or other funding sources reduce capacity; or bank regulators impose restrictions on us that impact the level of interest rates we may pay on deposits or our ability to access brokered deposits. Additionally, significant unrealized losses could negatively impact market and/or customer perceptions of the Company, which could lead to a loss of depositor confidence and an increase in deposit withdrawals, particularly among those with uninsured deposits.

Holders of our Common Stock are only entitled to receive such dividends as our Board may declare out of funds legally available for such payments. Although we have consistently paid dividends on our Common Stock in recent years, the payment of dividends could be suspended at any time. In addition, we may conduct repurchases of our Common Stock from time to time.

In the future, we may attempt to increase our capital resources by entering into debt or debt-like financing that is unsecured or secured by all or up to all of our assets, or by issuing additional debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, preferred stock, common stock or securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of our debt and preferred securities would receive a distribution of our available assets before distributions to the holders of our Common Stock. Any such debt or preferred securities may also subject us to certain restrictions on how we operate our business, including our ability to pay dividends. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate with certainty the amount, timing or nature of our future offerings and debt financings. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future. In addition, the borrowing of funds or issuance of debt would increase our leverage and decrease our liquidity, and the issuance of additional equity securities would dilute the interests of our existing shareholders.

In the event of any winding up and termination of the Company, our Common Stock would rank below all claims of the holders of the Company’s debt and any preferred stock then outstanding. As of December 31, 2024,2025, we had outstanding trust preferred securities and accompanying junior subordinated debentures with a carrying value of $132.3 million and other subordinated notes payable with a carrying value of $108.8$134.3 million.

In the normal course of business, we collect, process and retain sensitive and confidential information regarding our customers. We also have arrangements in place with other third parties through which we share and receive information about their customers who are or may become our customers. Although we devote significant resources and management focus to ensuring the integrity of our systems through information security and business continuity programs, our facilities and systems, and those of third-party service providers, are vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors or other similar events. Additionally, information security may be adversely affected by the current or anticipated impact of military conflict,conflicts, acts of terrorism or other geopolitical events.

Information security risks for financial institutions like us continue to increase in part because of new technologies, the use of the Internetinternet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and others. In addition to cyberattacks or other security breaches involving the theft of sensitive and confidential information, hackers continue to engage in attacks against financial institutions. These attacks include denial of service attacks designed to disrupt external customer facing services and ransomware attacks designed to deny organizations access to key internal resources or systems. We are not able to anticipate or implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. We employ detection and response mechanisms designed to contain and mitigate security incidents, but early detection may be thwarted by sophisticated attacks and malware designed to avoid detection. Notwithstanding the strength of defensive measures, cybersecurity threats and the tactics, techniques and procedures used in cyberattacks change, develop and evolve rapidly and continuously, including from emerging technologies, such as artificial intelligence, which may be used to enhance the tactics, techniques and procedures described above and facilitate new cyber threats.

Third parties provide key components of our business operations such as our core technology infrastructure, cloud-based operations, data processing, recording and monitoring transactions, online banking interfaces and services, internet connections and network access. We have selected these third-party vendors carefully and have conducted the due diligence consistent with regulatory guidance and best practices. While we have ongoing programs to review third-party vendors and assess risk, we do not control their actions. Any problems caused by these third parties, including those resulting from disruptions in communication services provided by a vendor, issues at a third-party vendor of a vendor, failure of a vendor to handle current or higher volumes, cyberattacks and security breaches at a vendor, failure of a vendor to provide services for any reason, or poor performance of services, could adversely affect our ability to deliver products and services to our clients and otherwise conduct our business.

Our adoption of artificial intelligence, including generative artificial intelligence, machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials or content (collectively, “AI”), for limited internal use has increased our efficiency, and we expect to continue to adopt such tools as appropriate. In addition, we expect our third-party vendors and service providers to increasingly develop and incorporate AI into their product offerings faster than we are able to do so independently. There are significant risks involved in utilizing AI and no assurance can be provided that our or our third-party vendors’ or service providers’ use of AI will enhance our or our third-party vendors’ or service providers’ products or services or produce the intended results. The adoption and incorporation of such tools can lead to concerns around safety and soundness, fair access to financial services, fair treatment of consumers and compliance with applicable laws and regulations. Such risk can result from models being poorly designed or faulty data being used, inadequate model testing or validation, narrow or limited human oversight, inadequate planning or due diligence, inappropriate or controversial data practices by developers or end-users, and other factors adversely affecting public opinion of AI and the acceptance of AI solutions. Furthermore, given the pace of rapid adoption of such tools by vendors and service providers, we may not be aware of the addition of AI solutions prior to such tools being introduced into our environment. Failure to adequately manage AI risks can result in erroneous results and decisions madebased byon misinformation, unwanted forms of bias, unauthorized access to sensitive, confidential, proprietary or personal information and violations of applicable laws and regulations, leading to operational inefficiencies, competitive harm, reputational harm, ethical challenges, legal liability, losses, fines and other adverse impacts on our business and financial results. If we do not have sufficient rights to use the data or other material or content on which the AI tools we use rely, or to use the output of such AI tools, we also may incur liability through the violation of applicable laws and regulations, third-party intellectual property, privacy or other rights or contracts to which we are a party.

InOver recent years,time, the Company and other large financial institutions have generally become subject to increased scrutiny, more intense supervision and regulation, and more supervisory findings and actions, with increased operational costs, as well as impacts on geographic expansion and acquisitions. The financial services industry has, at times, also continues to face afaced stricter and more aggressive interpretationinterpretations and enforcement of laws and regulations at federal, state and local levels, particularly in connection with business and other practices that may harm or appear to harm consumers or affect the financial system more broadly. Financial institutions often are less inclined to litigate with governmental authorities because of the regulatory and supervisory framework. TheWhile the Trump administration has generally sought to reform financial services regulation in a manner that reduces the regulatory burden, the Company expects that its businesses will remain subject to extensive regulation and supervision. Any potential new laws or regulations or modifications to existing laws or regulations would likely necessitate changes to the Company’s existing regulatory compliance and risk management infrastructure.

We compute our income tax provision based on enacted tax rates inAdditionally, the jurisdictions in which we operate. Any change in enacted tax laws, rules or regulatory or judicial interpretations, or any change in the pronouncements relating to accounting for income taxes, could adversely affect our effective tax rate, tax payments and results of operations. The taxing authorities in the jurisdictions in which we operate may challenge our tax positions, which could increase our effective tax rate and harm our financial position and results of operations. We are also subject to audit and review by U.S. federal and state tax authorities. Any adverse outcome of such a review or audit could have a negative effect on our financial position and results of operations. In addition, changes in enacted tax laws, such as adoption of a lower income tax rate in any of the jurisdictions in which we operate, could impact our ability to obtain the future tax benefits represented by our deferred tax assets. Also, the determination of our provision for income taxes and other liabilities requires significant judgment by management. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and could have a material adverse effect on our financial results in the period or periods for which such determination is made.

During 2024,2025, the Company reported net income of $412.2 million, or $6.00 per diluted share, compared with $358.7 million, or $5.19 per diluted share, compared with $269.1 million, or $3.89 per diluted share, in 2023.2024. The Company’s net income as a percentage of average assets for 20242025 and 20232024 was 1.38%1.54% and 1.06%,1.38%, respectively, while the Company’s net income as a percentage of average shareholders’ equity was 10.01%10.52% and 8.12%,10.01%, respectively. Reported net income for the year ended December 31, 20242025 includes $58.8$70.2 million in provision for credit losses, primarily related to an increase in the provision for unfunded commitments, updated economic forecastsforecasts, organic loan growth and organic growth, partially offset by a reductionchanges in unfunded commitments and the relatedportfolio allowance,mix, compared with a provision of $142.7$58.8 million in 20232024 resulting from organic growth in loans and the updated economic forecast. Results for the year ended December 31, 2023 also includes $11.6 million related to the FDIC special assessment.

•Growth in tangible book value per share1 of 14.7%,14.5%, from $33.64 at the end of 2023 to $38.59 at the end of 2024 to $44.18 at the end of 2025;

•OrganicEarning asset growth in loans of $470.6$1.32 million,billion, or 2.32%5.5%;

•GrowthOrganic growth in total depositsloans of $1.01$773.6 billion,million, or 4.90%3.73%;

•Total non-performing assets as a percentage of total assets declined to 0.44% at December 31, 2025, compared with 0.47% at December 31, 2024,2024; compared with 0.69% at December 31, 2023and

•Increase in the allowance for credit losses to 1.63% of loans, from 1.52% at December 31, 2023, due to forecasted economic conditions and organic loan growth ______________________________________________________________________________________________________ 1 A reconciliation of non-GAAP financial measures can be found in the following tables.

Ameris has established certain accounting and financial reporting policies to govern the application of accounting principles generally accepted in the United States of America (“GAAP”) in the preparation of its financial statements. Our significant accounting policies are described in Note 1 to the consolidated financial statements. Certain accounting policies involve significant judgments and assumptions by management which have a material impact on the carrying value of certain assets and liabilities; management considers these accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from the judgments and estimates adopted by management which could have a material impact on the carrying values of assets and liabilities and the results of our operations. We believe the following accounting policiespolicy applied by Ameris representrepresents a critical accounting policies.policy.

We believe the allowance for credit losses ("“ACL"”) is a critical accounting policy that requires significant judgments and estimates used in the preparation of our consolidated financial statements. The ACLACL, iswhich aincludes valuationboth the allowance estimatedfor atcredit eachlosses balanceon sheetloans date in accordance with GAAP that is deducted from financial assets measured at amortized cost to presentand the netreserve amounton unfunded loan commitments, represents management's best estimate of expected losses over the life of loans, and over the life of loan commitments expected to be collected on those assets.fund. Management uses a systematic methodology to determine its ACL for loans and certain off-balance-sheet credit exposures. Management considers relevant information including past events, current conditions, and reasonable and supportable forecasts on the collectability of the loan portfolio. The Company’s estimate of its ACL involves a high degree of judgment; therefore, management’s process for determining expected credit losses may result in a range of expected credit losses. It is possible that others, given the same information, may at any point in time reach a different reasonable conclusion.

ManagementThe believesCompany’s thatACL recorded on the ACLbalance issheet adequate.reflects management’s best estimate of expected credit losses. While management uses available information to recognize expected losses on loans, future additions to the ACL may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination processes, periodically review the Company’s ACL. Such agencies may require the Company to recognize additions to the ACL based on their judgments about information available to them at the time of their examination.

As discussed in Note 3 to the consolidated financial statements, Managementmanagement determined the ACL on loans at December 31, 20242025 utilizing a weighting of two economic forecasts from Moody's. The Moody's baseline scenario was weighted at 75% and the downside 75th percentile S-2 scenario waswere equally weighted at 25%.50%. Results by scenario can vary significantly from period to period as both the scenario assumptions and the portfolio composition are changing. If Managementmanagement utilized the downside 96th percentile S-4 scenario from Moody's holding all other assumptions constant, the quantitative portion of the ACL on loans would have increased approximately $111.7$82.4 million. The S-4 scenario is a downside scenario such that there is a 96% probability that the economy will perform better than the forecast and a 4% probability that the economy will perform worse.

ForThe the fourth quarter of 2024, the Company recordedCompany’s net income ofduring $94.42025 was $412.2 million, or $1.37$6.00 per diluted share, compared with $65.9$358.7 million, or $0.96$5.19 per diluted share, forin the quarter ended December 31, 2023,2024, and $82.2$269.1 million, or $1.18$3.89 per diluted share, forin the quarter ended December 31, 2022.2023.

Average earning assets were approximately$24.84 billion in 2025, compared with $23.97 billion in 2024, compared with approximately $23.26 billion in 2023.2024. The earning asset and interest-bearing liability mix is regularly monitored to maximize the net interest margin and, therefore, increase return on assets and shareholders’ equity.

The following statistical information should be read in conjunction with the remainder of “Management’s Discussion and Analysis of Financial Condition and Results of OperationOperations” and the consolidated financial statements and related notes included elsewhere in this Annual Report and in the documents incorporated herein by reference.

Net interest income represents the amount by which interest income on interest-earning assets exceeds interest expense incurred on interest-bearing liabilities. Net interest income is the largest component of our income and is affected by the interest rate environment and the volume and composition of interest-earning assets and interest-bearing liabilities. Our interest-earning assets include loans, investment securities, other investments,investments and interest-bearing deposits in banks and federal funds sold.banks. Our interest-bearing liabilities include deposits, securities sold under agreements to repurchase, other borrowings and subordinated deferrable interest debentures.

The Company's provision for credit losses on loans during 20242025 amounted to $69.8$47.4 million, compared with $69.8 million for 2024 and $153.5 million for 2023 and $52.6 million for 2022.2023. The decreased provision for 20242025 was primarily attributable to a reduction in net charge-offs in our equipment finance portfolio and a change in the updatedmix economicof forecast.loans, partially offset by organic loan growth. Net charge-offs in 20242025 were 0.19%0.18% of average loans, compared with 0.19% in 2024 and 0.25% in 2023 and 0.08% in 2022.2023. Included in charge-offs for 2023 were $5.6 million in charge-offs on acquired loans which were fully reserved at acquisition. Excluding those charge-offs, the net charge-off rate for 2023 would have been 0.22%.

At December 31, 2024,2025, non-performing assets amounted to $120.5 million, or 0.44% of total assets, compared with $122.4 million, or 0.47% of total assets, compared with $174.3 million, or 0.69% of total assets, at December 31, 2023.2024. Included in non-performing assets were serviced GNMA-guaranteed residential mortgage loans totaling $12.0$24.3 million and $90.2$12.0 million at December 31, 20242025 and 2023,2024, respectively. Non-performing assets, excluding serviced GNMA-guaranteed loans, represented 0.35% of total assets at December 31, 2025, compared with 0.42% of total assets at December 31, 2024, compared with 0.33% of total assets at December 31, 2023.2024. Other real estate was approximately $2.4$2.9 million as of December 31, 2024,2025, compared with $6.2$2.4 million at December 31, 2023.2024.

The Company's provision for unfunded commitments during 20242025 amountedwas to a release of $11.0$22.8 million, compared with a release of $11.0 million for 2024 and a release of $10.9 million for 2023 and a provision of $19.2 million for 2022.2023. The allowance for unfunded commitments on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The decreaseincrease in the provision for unfunded commitments was primarily due to aloan reductionproduction during 2025 and an increase in unfundedforecasted commitmentsloss duringrates 2024in resultingthe fromupdated completioneconomic of existing commitments.forecast. The Company recorded noa provision for other credit losses of $6,000 during 2024,2025, compared with releasesno provision for 2024 and a release of $6,000 for 2023 and $139,000 for 2022.2023.

FollowingThe following is a comparison of noninterest income for 2024,2025, 20232024 and 2022.2023.

Service charges on deposit accounts increased $4.3 million, or 9.3%, to $50.9 million during 2024 compared with 2023. This increase was primarily attributable to an increase in corporate servicesservice charges compared with 2023.

Other service charges, commissioncommissions and fees increased by $357,000 to $4.8 million during 2024, an increase of 8.1% compared with 2023 due primarily to an increase in check cashing fees.

Income from equipment finance activity decreased $1.7 million to $21.7 million during 2024, a decrease of 7.2% compared with 2023. This decrease was largely being due to a $900,000 insurance settlement received in 2023.

FollowingThe following is a comparison of noninterest expense for 2024,2025, 20232024 and 2022.2023.

20242025 compared with 2023.2024. Total noninterest expense increaseddecreased to $604.0 million in 2025, compared with $607.8 million in 2024,2024. comparedTotal withnoninterest $578.3expense for 2025 includes a benefit of $1.5 million in FDIC special assessment as the FDIC refined its estimate of losses pursuant to the systemic risk determination following bank closures in 2023. Total noninterest expense for 2024 includes approximately $1.5 million in FDIC special assessment, $1.5$1.2 million in losses on disposition of bank premises and $550,000 in natural disaster expenses. Total noninterest expense for 2023 includes approximately $11.6 million in FDIC special assessment and $1.9 million in gains on disposition of bank premises. Excluding these amounts, expenses in 2024 increased by $36.0 million, or 6.33%, compared with 2023 levels.

The following is management’s discussion and analysis of certain significant factors which have affected the financial condition and results of operations of the Company as reflected in the unaudited consolidated balance sheet as of MarchJune 31,30, 2026, as compared with December 31, 2025, and operating results for the three and six month periods ended MarchJune 31,30, 2026 and 2025. These comments should be read in conjunction with the Company’s unaudited consolidated financial statements and accompanying notes appearing elsewhere herein.

Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025

Ameris reported net income available to common shareholders of $110.5$51.4 million, or $1.63$0.77 per diluted share, for the quarter ended MarchJune 31,30, 2026, compared with $87.9$109.8 million, or $1.27$1.60 per diluted share, for the same period in 2025. The Company’s return on average assets and average shareholders’ equity were 1.62%0.73% and 10.91%,5.00%, respectively, in the firstsecond quarter of 2026, compared with 1.36%1.65% and 9.39%,11.40%, respectively, in the firstsecond quarter of 2025. Results for the second quarter of 2026 include a litigation expense accrual of $82.5 million related to a jury verdict in an employment case in California, a $7.4 million gain on securities related to the conversion of Visa Class B-2 shares and related gain on sale and mark-to-market adjustments post-conversion and a gain on BOLI proceeds of $846,000. During the second quarter of 2025, the Company recorded a gain on sale of mortgage servicing rights of $356,000 and a $138,000 reduction in FDIC special assessment expense.

Below is additional information regarding the banking, retail mortgage, warehouse lending and premium finance divisions of the Company during the firstsecond quarter of 2026 and 2025, respectively:

The following table sets forth the average balance, interest income or interest expense, and average interest rate for each category of interest-earning assets and interest-bearing liabilities, net interest spread, and net interest margin on average interest-earning assets for the three months ended MarchJune 31,30, 2026 and 2025. Federally tax-exempt income is presented on a taxable-equivalent basis assuming a 21% federal tax rate.

On a tax-equivalent basis, net interest income for the firstsecond quarter of 2026 was $245.4$253.4 million, an increase of $22.6$20.7 million, or 10.15%,8.89%, compared with $222.8$232.7 million reported in the same quarter in 2025. The increase in net interest income is primarily a result of downward pricing adjustments on deposits as market rates decreased, in addition to growth in average earning assets, partially offset by a decrease in asset yields. Average interest-earning assets increased $1.46$1.44 billion, or 6.03%,5.81%, from $24.21$24.77 billion in the firstsecond quarter of 2025 to $25.66$26.21 billion for the firstsecond quarter of 2026. This growth in interest-earning assets resulted primarily from increased investment in our bond portfolio and organic loan growth.growth, partially offset by a decrease in loans held for sale. The Company’s net interest margin during the firstsecond quarter of 2026 was 3.88%, up 1511 basis points from 3.73%3.77% reported in the firstsecond quarter of 2025. Loan production amounted to $5.5$6.2 billion during the firstsecond quarter of 2026, with weighted average yields of 6.13%,6.20%, compared with $4.1$5.7 billion and 6.86%,6.76%, respectively, during the firstsecond quarter of 2025.

Total interest income, on a tax-equivalent basis, increased to $352.7$366.5 million during the firstsecond quarter of 2026, compared with $334.7$348.6 million in the same quarter of 2025. Yields on earning assets decreased to 5.57%5.61% during the firstsecond quarter of 2026, compared with 5.61%5.64% reported in the firstsecond quarter of 2025. During the firstsecond quarter of 2026, loans comprised 86.5%86.1% of average earning assets, compared with 87.5%87.4% in the same quarter of 2025. Yields on loans weredecreased flatto at5.81% 5.82% for bothduring the firstsecond quarter of 20262026, andcompared with 5.85% in the second quarter of 2025. Yields on taxable investment securities increased to 4.08%4.48% in the firstsecond quarter of 2026, compared with 3.75%3.92% in the same period of 2025.

The yield on interest-bearing deposits decreased from 2.83% in the firstsecond quarter of 2025 to 2.50%2.52% in the firstsecond quarter of 2026. The yield on total interest-bearing liabilities decreased from 2.92%2.94% in the firstsecond quarter of 2025 to 2.61%2.66% in the firstsecond quarter of 2026. Total funding costs, inclusive of noninterest-bearing demand deposits, decreased to 1.88%1.91% in the firstsecond quarter of 2026, compared with 2.06% during the firstsecond quarter of 2025. Deposit costs decreased from 1.98%1.95% in the firstsecond quarter of 2025 to 1.76%1.77% in the firstsecond quarter of 2026. Non-deposit funding costs decreased from 5.73%5.55% in the firstsecond quarter of 2025 to 4.44%4.29% in the firstsecond quarter of 2026.

The Company’s provision for credit losses during the firstsecond quarter of 2026 amounted to $16.6$17.3 million, compared with $21.9$2.8 million in the firstsecond quarter of 2025. The provision for credit losses for the firstsecond quarter of 2026 was comprised of a provision of $17.9$15.9 million related to loans, and releases of $1.3$1.4 million and $6,000 related to unfunded commitments and negative $1,000 related to other credit losses, respectively, compared with $16.5$3.1 million related to loansloans, andnegative $5.4 million$335,000 related to unfunded commitments and negative $3,000 related to other credit losses for the firstsecond quarter of 2025. The increase in the provision for credit losses on loans is primarily attributable to the updated economic forecast, an increase in the office portfolio qualitative factor and changesorganic inloan the portfolio mix.growth. The decreaseincrease in the provision for unfunded commitments primarily resulted an improvement in the economic forecast and resulting loss rates on our construction portfolio, partially offset by an increase in loss rates in other segments andfrom an increase in unfunded commitments. Non-performing assets as a percentage of total assets wasincreased relatively flat, increasing onethree basis pointpoints to 0.45%0.47% at MarchJune 31,30, 2026, compared with 0.44% at December 31, 2025. The increase in non-performing assets is primarily attributable to an increase in nonaccrual loans of $7.4$11.5 million, partially offset by a decrease in accruing loans delinquent 90 days or more of $262,000.$128,000. The Company recognized net charge-offs on loans during the firstsecond quarter of 2026 of $11.4$11.1 million, or 0.21%0.20% of average loans on an annualized basis, compared with net charge-offs of $9.0$7.1 million, or 0.18%,0.14%, in the firstsecond quarter of 2025. The Company’s total allowance for credit losses on loans at MarchJune 31,30, 2026 was $354.7$359.5 million, or 1.62% of total loans, compared with $348.1 million, or 1.62% of total loans, at December 31, 2025.

Total noninterest income for the firstsecond quarter of 2026 was $69.9$73.5 million, an increase of $5.9$4.6 million, or 9.2%,6.7%, from the $64.0$68.9 million reported in the firstsecond quarter of 2025. Net gains on securities increased $7.4 million, primarily relating to the conversion of Visa Class B-2 shares during the quarter and related gain on sale and mark-to-market adjustments. Income from mortgage banking activities was $37.0$32.5 million in the firstsecond quarter of 2026, ana increasedecrease of $1.8$6.7 million, or 5.0%,17.1%, from $35.3$39.2 million in the firstsecond quarter of 2025. Total production in the firstsecond quarter of 2026 amounted to $1.09$1.15 billion, compared with $933.0$1.27 millionbillion in the same quarter of 2025, while gain on sale spread decreased to 2.08%2.04% in the firstsecond quarter of 2026, compared with 2.17%2.22% in the same quarter of 2025. The retail mortgage open pipeline finished the firstsecond quarter of 2026 at $632.7$609.3 million, compared with $701.9$632.7 million at DecemberMarch 31, 20252026 and $771.6$719.1 million at the end of the firstsecond quarter of 2025.

Service charges on deposit accounts increased $546,000,$551,000, or 4.2%,4.1%, to $13.7$14.0 million in the firstsecond quarter of 2026, compared with $13.1$13.5 million in the firstsecond quarter of 2025. The increase in service charges on deposit accounts was primarily attributable to growth in deposits. Income from equipment finance activity increased $2.4 million, or 35.7%,36.2%, to $9.1$8.9 million for the firstsecond quarter of 2026, compared with $6.7$6.6 million during the firstsecond quarter of 2025. The increase in equipment finance activity was primarily related to increased non-insurance charges. Other noninterest income increased $1.3$1.1 million, or 17.1%,12.9%, to $9.1$9.6 million for the firstsecond quarter of 2026, compared with $7.8$8.5 million during the firstsecond quarter of 2025. The increase in other noninterest income was primarily attributable to increases in BOLI income, inclusive of gain on proceeds, of $1.1 million, and increases in derivative fee income of $366,000,$308,000 and commercial interchange income of $304,000. These increases were partially offset by a decrease in gain on sale of SBA loans of $302,000, BOLI income of $282,000 and commercial interchange income of $263,000.$840,000.

Total noninterest expense for the firstsecond quarter of 2026 increased $6.0$87.5 million, or 4.0%,56.3%, to $157.1$242.7 million, compared with $151.0$155.3 million in the same quarter 2025. Salaries and employee benefits increased $4.8$2.2 million, or 5.5%,2.4%, from $86.6$89.3 million in the firstsecond quarter of 2025 to $91.4$91.5 million in the firstsecond quarter of 2026, due primarily to increases in health insurance costs, annual merit increases, anshare-based increase in mortgage commissions attributable to increased productioncompensation and increases401(k) in incentives, healthcare costs and payroll taxes. These increases werecontributions, partially offset by decreases in 401(k)employee contributionsincentives and share-basedmortgage compensation.commissions. Data processing and communication expenses increased $1.9 million,$205,000, or 13.0%,1.3%, to $16.8$15.6 million in the firstsecond quarter of 2026, compared with $14.9$15.4 million in the firstsecond quarter of 2025, with the increase primarily resulting from an increase in volume and continued technology investment. Advertising and marketing expense was $3.3$3.5 million in the firstsecond quarter of 2026, compared with $2.9$3.7 million in the firstsecond quarter of 2025. Amortization of intangible assets decreased $710,000,$962,000, or 17.3%,23.6%, from $4.1 million in the firstsecond quarter of 2025 to $3.4$3.1 million in the firstsecond quarter of 2026. This decrease was primarily related to a reduction in core deposit and customer relationship intangible amortization. Loan servicing expenses decreased $443,000,$692,000, or 5.7%,8.8%, from $7.8$7.9 million in the firstsecond quarter of 2025 to $7.4$7.2 million in the firstsecond quarter of 2026, primarily attributable to the sale of mortgage servicing rights throughout 2025, partially offset by additional mortgage loans serviced added from mortgage production over the previous year. ComparedThe Company's litigation accrual increased $82.4 million to $82.5 million, compared with $121,000 in the firstsecond quarter of 2025, legal and other professional fees and occupancy and equipment expenses increased $1.3 million and $948,000, respectively, while FDIC insurance and credit resolution expenses decreased $302,000 and $256,000, respectively. Other noninterest expenses decreased $1.6 million, or 9.9%, from $16.4 million in the firstprevious quarter of 2025 to $14.7 million in the first quarter of 2026,year, due primarily to an accrual of $82.5 million related to a decreasejury verdict in donations of $2.6 million, partially offset by an increaseemployment case in tax and license expense of $966,000.California.

Income tax expense is influenced by the statutory rate, the amount of taxable income, the amount of tax-exempt income and the amount of nondeductible expenses. For the firstsecond quarter of 2026, the Company reported income tax expense of $30.2$14.6 million, compared with $25.0$32.9 million in the same period of 2025. The Company’s effective tax rate for the three months ended MarchJune 31,30, 2026 and 2025 was 21.5%22.1% and 22.1%,23.0%, respectively. The decrease in the effective rate for the three months ended MarchJune 31,30, 2026 is primarily related to ana increasedecrease in thestate excesstax benefitrates, upon vestingnet of share-basedfederal compensation awards compared with the first quarter of 2025.benefit.

Financial Condition as of MarchJune 31,30, 2026

The amounts of securities available-for-sale and held-to-maturity in each category as of MarchJune 31,30, 2026 are shown in the following table according to contractual maturity classifications: (i) one year or less; (ii) after one year through five years; (iii) after five years through ten years; and (iv) after ten years:

At MarchJune 31,30, 2026, gross loans outstanding (including loans and loans held for sale) were $22.32$22.66 billion, an increase of $187.9$523.4 million from $22.14 billion at December 31, 2025. Loans increased $314.5$664.3 million, or 1.5%,3.1%, from $21.51 billion at December 31, 2025 to $21.83$22.18 billion at MarchJune 31,30, 2026. Loans held for sale decreased from $623.2 million at December 31, 2025 to $496.6$482.2 million at MarchJune 31,30, 2026 primarily in our mortgage division.

At the end of the firstsecond quarter of 2026, the ACL on loans totaled $354.7$359.5 million, or 1.62% of loans, compared with $348.1 million, or 1.62% of loans, at December 31, 2025. Our nonaccrual loans increased from $109.1 million at December 31, 2025 to $116.5$120.5 million at MarchJune 31,30, 2026. For the first threesix months of 2026, our net charge-off ratio as a percentage of average loans increased to 0.21%, compared with 0.18%0.16% for the first threesix months of 2025. The total provision for credit losses for the first threesix months of 2026 was $16.6$33.8 million, compared with a provision of $21.9$24.7 million recorded for the first threesix months of 2025. Our ratio of total nonperforming assets to total assets wasincreased relatively flat, up onethree basis pointpoints from 0.44% at December 31, 2025 to 0.45%0.47% at MarchJune 31,30, 2026.

The following table presents an analysis of the allowance for credit losses on loans, provision for credit losses on loans and net charge-offs as of and for the threesix months ended MarchJune 31,30, 2026 and 2025:

A summary of the Company's CRE portfolio by loan type and credit quality indicator as of MarchJune 31,30, 2026 and December 31, 2025 is below:

Investor CRE, which includes multifamily residential and non-owner occupied CRE loans, has several dynamics which individually, or in combination, pose potential challenges to the portfolio. These include levels of interest rates above those at origination for loan renewals and changes to occupancy rates as firms reevaluate space needs in light of factors such as the expansion of hybrid and remote work. The primary repayment source for these loans is cash flows from the securing property. The Company in the normal course performs periodic evaluations of its portfolio for continued soundness and appropriate risk ratings. These reviews include evaluation of current financials, stressed cash flows at increased interest rates and evaluation of property values at various occupancy levels and cap rates. The Company's Investor CRE portfolio continues to perform favorably with modest levels of past-due loans, such that past-due loans represented approximately tenone basis pointspoint of Investor CRE loans at MarchJune 31,30, 2026.

The Company's multifamily residential portfolio is diversified geographically with the majority residing within our five-state footprint. Below is a summary of the multifamily residential portfolio by significant metropolitan statistical areas (“MSAs”) or state as of MarchJune 31,30, 2026 and December 31, 2025:

The Company's non-owner occupied portfolio is well diversified. Below is a summary of the non-owner occupied CRE portfolio by property type and significant MSAs or state as of MarchJune 31,30, 2026 and December 31, 2025:

Nonaccrual loans totaled $116.5$120.5 million at MarchJune 31,30, 2026, an increase of $7.4$11.5 million, or 6.8%,10.5%, from $109.1 million at December 31, 2025. Accruing loans delinquent 90 days or more totaled $8.2$8.4 million at MarchJune 31,30, 2026, a decrease of $262,000,$128,000, or 3.1%,1.5%, compared with $8.5 million at December 31, 2025. At MarchJune 31,30, 2026, OREO totaled $3.1$4.0 million, an increase of $173,000,$1.1 million, or 5.9%,38.6%, compared with $2.9 million at December 31, 2025. Management regularly assesses the valuation of OREO through periodic reappraisal and through inquiries received in the marketing process. At the end of the firstsecond quarter of 2026, total non-performing assets as a percent of total assets was up onethree basis pointpoints from 0.44% at December 31, 2025 to 0.45%0.47% at MarchJune 31,30, 2026.

Non-performing assets at MarchJune 31,30, 2026 and December 31, 2025 were as follows:

(1) Included in nonaccrual loans were $34.5$33.7 million and $24.3 million of serviced GNMA-guaranteed nonaccrual loans at MarchJune 31,30, 2026 and December 31, 2025, respectively.

The federal bank regulatory agencies previously issued interagency guidance on commercial real estate lending and prudent risk management practices. This guidance defines CRE loans as loans secured by raw land, land development and construction (including one-to-four family residential construction), multi-familymultifamily property and non-farmnonfarm nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property, excluding owner-occupied properties (loans for which 50% or more of the source of repayment is derived from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property) or the proceeds of the sale, refinancing or permanent financing of the property. Loans for owner-occupied CRE are generally excluded from the CRE guidance.

As of MarchJune 31,30, 2026, the Company exhibited a concentration in the CRE loan category based on Federal Reserve Call codes. Some key risks associated with CRE lending are the following:

The following table outlines CRE loan categories and CRE loans as a percentage of total loans as of MarchJune 31,30, 2026 and December 31, 2025. The loan categories and concentrations below are based on Federal Reserve Call codes:

The following table outlines the percentage of construction and development loans and total CRE loans, net of owner-occupied loans, to the Bank’s Tier 1 capital plus allowance for credit losses on loans and leases, and the Company’s internal concentration limits as of MarchJune 31,30, 2026 and December 31, 2025:

The Company has forward contracts and IRLCs to economically hedge changes in the value of the mortgage inventory due to changes in market interest rates. The fair value of IRLC instruments amounted to an asset of $2.9$3.3 million and $3.4 million at MarchJune 31,30, 2026 and December 31, 2025, respectively. At MarchJune 31,30, 2026 and December 31, 2025, forward contracts were recorded as an asset of $7.5 million and a liability of $483,000 and $2.8 million, respectively. The Company also enters into interest rate derivative agreements to facilitate the risk management strategies of certain clients. The Company mitigates this risk by entering into equal and offsetting interest rate derivative agreements with highly rated third-party financial institutions. The fair value of these instruments amounted to an asset of $5.4$7.3 million and $7.4 million at MarchJune 31,30, 2026 and December 31, 2025, respectively, and a liability of $5.7$7.4 million and $7.6 million at MarchJune 31,30, 2026 and December 31, 2025, respectively.

Total deposits at the Company increased $260.7$211.6 million, or 1.2%,0.9%, to $22.64$22.59 billion at MarchJune 31,30, 2026, compared with $22.38 billion at December 31, 2025. Noninterest-bearing deposits increased $322.8$356.7 million, or 5.0%,5.6%, and interest-bearing deposits decreased $62.1$145.2 million, or 0.4%,0.9%, during the first threesix months of 2026. At MarchJune 31,30, 2026, the Company had approximately $1.34$1.52 billion in short-term brokered CDs, compared with $1.20 billion at December 31, 2025. As of MarchJune 31,30, 2026 and December 31, 2025, the Company had estimated uninsured deposits of $10.56$10.34 billion and $10.67 billion, respectively. These estimates were derived using the same methodologies and assumptions used for the Bank's regulatory reporting. Approximately $3.31$3.20 billion, or 31.4%,30.9%, of the uninsured deposits at MarchJune 31,30, 2026 were for municipalities which are collateralized with investment securities or letters of credit.

On September 19, 2019, the Company announced that its Board of Directors authorized the Company to repurchase up to $100.0 million of its outstanding common stock through October 31, 2020. The Board has subsequently extended the share repurchase program each year since that original authorization, with the most recent extension, which also included the increase in the size of the program to $200.0 million, being announced on October 20, 2025. As a result, the Company is currently authorized to engage in additional share repurchases up to $200.0 million through October 31, 2026. Repurchases of shares must be made in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including share acquisition price, regulatory limitations and other market and economic factors. The program does not require the Company to repurchase any specific number of shares. As of MarchJune 31,30, 2026, an aggregate of $115.7$134.6 million, or 1,514,1981,740,798 shares of the Company's common stock, had been repurchased under the program's October 20, 2025 renewal.

As of MarchJune 31,30, 2026, under the regulatory capital standards, the Bank was considered “well capitalized” under all capital measurements. The following table sets forth the regulatory capital ratios for the Company and the Bank at MarchJune 31,30, 2026 and December 31, 2025:

Liquidity management involves the matching of the cash flow requirements of customers, who may be either depositors desiring to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs, and the ability of Ameris to manage those requirements. The Company strives to maintain an adequate liquidity position by managing the balances and maturities of interest-earning assets and interest-bearing liabilities so that the balance it has in short-term assets at any given time will adequately cover any reasonably anticipated immediate need for funds. Additionally, the Bank maintains relationships with correspondent banks, which could provide funds on short notice, if needed. The Company has invested in FHLB stock for the purpose of establishing credit lines with the FHLB. The credit availability to the Bank is equal to 30% of the Bank’s total assets as reported on the most recent quarterly financial information submitted to the regulators subject to the pledging of sufficient collateral. At MarchJune 31,30, 2026 and December 31, 2025, the net carrying value of the Company’s other borrowings was $888.0$1.25 millionbillion and $558.0 million, respectively. At MarchJune 31,30, 2026, the Company had availability with the FHLB and FRB Discount Window of $2.75$2.46 billion and $2.19$2.37 billion, respectively.

The liquidity resources of the Company are monitored continually by the ALCO Committee and on a periodic basis by state and federal regulatory authorities. As determined under guidelines established by these regulatory authorities, the Company’s and the Bank’s liquidity ratios at MarchJune 31,30, 2026 were considered satisfactory. The Company is aware of no events or trends likely to result in a material change in liquidity.