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

market developments (both domestic and international), the value of the U.S. Dollar in relation to the currencies of other advanced and emerging market countries, inflation and economic stagnation or slowdown may affect consumer confidence levels and may cause adverse changes in payment patterns, resulting in increased delinquencies and default rates on loans and other credit facilities;

the processes we use to estimate the allowance for credit losses and other reserves may prove to be unreliable. Such estimates rely upon complex modeling inputs and judgments, including forecasts of economic conditions, which may be impaired during periods of heightened volatility or incomplete economic data reporting, and could therefore be rendered inaccurate and/or no longer subject to accurate forecasting;

the current administration may seek to implement a regulatory reform agenda that is significantly different than that of the Bidenprior administration,administrations, impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies and potentially resulting in uncertaintyuncertainty, and, in addition, increased scrutiny of liquidity, interest‑rate risk management, digital‑asset‑related activities, and third‑party risk management could increase compliance costs or alter supervisory expectations;

Our financial performance may be adversely affected by macroeconomic factors that affect the U.S. economy. Unfavorable economic conditions, particularly in the Gulf South region, could significantly affect the demand for our loans and other products, the ability of borrowers to repay loans, and the value of collateral securing our outstanding loans. Such factors have and may continue to be caused by events that are difficult to predict inwith respect to nature, timing, duration and severity.

Volatility in global financial markets, including, but not limited to inflation and governmental responses thereto, recessionary concerns, wars and other ongoing global conflicts, regime changes, tariffs and retaliatory tariffs, may continue to have a spillover effect that could ultimately impair the performance of the U.S. economy and, in turn, our results of operations and financial condition. In addition, geopolitical instability has contributed to supply‑chain disruptions, energy‑market volatility, and increased cyber‑security risks, any of which could adversely affect certain industry sectors within our lending footprint.

Interest rates and our financial performance are affected by credit policies of monetary authorities, particularly the Federal Reserve. The instruments of monetary policy employed by the Federal Reserve include open market transactions in U.S. government securities, changes in the discount rate or the federal funds rate on bank borrowings and changes in reserve requirements against bank deposits. In view of changing conditions in the national economy and in the money markets, we cannot predict the potential impact of future changes in interest rates, deposit levels, and loan demand on our business and earnings with certainty. Furthermore, the actions of the U.S. government and other governments have resulted, and in the future may result in currency fluctuations, exchange controls, market disruption, material decreases in the values of certain of our financial assets and other adverse effects. In addition, shifts in fiscal policy, geopolitical developments, civil unrest, or prolonged federal budget disruptions may further influence monetary‑policy decisions or impair overall market stability, and the potential erosion of Federal Reserve independence could negatively impact financial markets and impact our profitability.

Interest rate changes are dependent on the Federal Reserve’s assessment of economic data as it becomes available. Beginning in early 2022 and continuing into 2023, the Federal Reserve raised interest rates aggressively to combat inflation. Beginning in the third quarter of 2024, and continuing throughout 2025, the Federal Reserve began slowly decreasingdecreased interest rates, with future interest rate changes, either increases or decreases uncertain, and dependent on the Federal Reserve’s assessment of economic conditions and inflation. AsMarket a result of both the rising and sustained elevated interest rate environment compared to recent historical norms, weconditions have and may continue to require us to offer more attractive interest rates to depositors to compete for deposits, or pursue other sources of liquidity, such as wholesale funds. Further, when interest-bearing liabilities reprice or mature more quickly than interest-earning assets, an increase in interest rates generally results in a decrease in net interest income. Conversely, decreasing interest rates reduce our yield on our variable rate loans and on our new loans, which reduces our net interest income. In addition, lower interest rates may reduce our realized yields on investment securities which would reduce our net interest income and cause downward pressure on net interest margin in future periods. A significant reduction in our net interest income could have a material adverse impact on our capital, financial condition and results of operations.

Changes to U.S. trade policies, legislation, treaties and tariffs, including trade policies and tariffs affecting other countries, including China, the European Union, CanadaCanada, andMexico, Mexicoamong others, and retaliatory tariffs by such countries may adversely impact our business, financial condition and results of operations. Tariffs, retaliatory tariffs or other trade restrictions on products and materials that the Company’s customers import or export, including among others, agricultural products, could cause the prices of our customers’ products to increase, could reduce demand for such products, or reduce our customers’ margins, and adversely impact their revenues, financial results and ability to service debt. Trade restrictions on products include export and import restrictions, such as those levied against Russia. In addition, expanded sanctions regimes, export‑control measures, and restrictions on technology‑related components may further disrupt supply chains, increase input costs for our commercial clients, reduce their competitiveness, or impair their ability to fulfill contractual obligations.

Our ability to engage in routine funding transactions could be adversely affected by the actions and financial soundness and stability of other financial institutions as a result of credit, trading, clearing or other relationships with such institutions. We routinely execute transactions with counterparties in the financial industry, including brokers and dealers, commercial banks and other institutional clients. As a result, defaults by, and even rumors regarding, other financial institutions, regional banks, or the financial services industry generally, could impair our ability to effect such transactions and could lead to losses or defaults by us. In addition, a number of our transactions expose us to credit risk in the event of default of a counterparty or client. Additionally, ourOur credit risk may be increased if the collateral we hold in connection with such transactions cannot be realized or can only be liquidated at prices that are not sufficient to cover the full amount of our financial exposure. Any such losses could have a material adverse effect on our financial condition and results of operations.

Further, bank failures, including the failures in the first half of 2023, have and may in the future diminish public confidence in small and regional banks’ abilities to safeguard deposits in excess of federally insured limits, which could prompt customers to maintain their deposits with larger financial institutions. Concerns over rapid, large-scale deposit movement have and could in the future heighten regulatory scrutiny surrounding liquidity and increase competition for deposits and the resulting cost of funding, which could create pressure on our net interest margin and results of operations. Events involving other regional or community banks, whether actual failures, regulatory interventions, or heightened market speculation, may trigger broader depositor or investor reactions, increased sensitivity to bank credit ratings, or unexpected shifts in deposit flows across the industry. In addition, bank failures have and could in the future prompt the FDIC to increase deposit insurance costs. Increases in funding, deposit insurance or other costs as a result of these types of events have and could in the future materially adversely affect our financial condition and results of operations. Further, theMoreover, disruption following these types ofsuch events havegenerated, and couldmay incontinue theto future generategenerate, significant market trading volatility among publicly traded bank holding companiescompanies, and, in particular,particularly regional banks like Hancock Whitney Bank.Bank, potentially affecting our stock price, funding costs, liquidity position, and overall market perception.

Changes to tax laws could significantly impact our business in the form of greater than expected income tax expense and taxes payable. Such changes may also negatively impact the financial condition of our customers and/or overall economic conditions. Further, future regulatory reforms that could include a heightened focus and scrutiny on BSA/AML-related compliance, expansion of consumer protections, the regulation of loan portfolios and credit concentrations to borrowers impacted by climate change, increased capital and liquidity requirements and limitations or additional taxes on share repurchases and dividends, could increase our costs and impact our business. Regulatory agencies may also alter examination priorities or enforcement approaches in light of recent market stresses, which could result in higher compliance burden, increased operational costs, or constraints on certain business activities.

Effective liquidity management is essential for the operation of our business. We require sufficient liquidity to support our operations and fund outstanding liabilities, as well as to meet regulatory requirements. Our access to sources of liquidity in amounts adequate to fund our activities on terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy generally. Factors that could detrimentally impact our access to liquidity sources include an economic downturn that affects the geographic markets in which our loans and operations are concentrated, or any material deterioration of the credit markets. Our operating results may also be negatively impacted by the value of our securities portfolio, if liquidity and/or business strategy necessitate the sales of securities in a loss position, and/or access to select sources of liquidity could be limited should unrealized losses continue to grow to exceed certain levels. Our access to deposits may also be affected by the liquidity needs of our depositors and the loss of deposits to alternative institutions or investments. Although we have historically been successful in replacing maturing deposits and advances as necessary, we might not be able to duplicate that success in the future, especially if a large number of our depositors were to withdraw their amounts on deposit. A failure to maintain an adequate level of liquidity could materially and adversely affect our business, financial condition and results of operations. Conversely, liquidity in excess of current demand or operating needs may result in lower-earning assets that may adversely affect our results of operations.

We are exposed to the risk that our borrowers will be unable to repay their loans in accordance with their terms and that any collateral securing the payment of their loans may not be sufficient to assureensure repayment. Credit risk is inherent in our businessbusiness, and any material level of credit failure could have a material adverse effect on our operating results. Our credit risk with respect to our real estate and construction loan portfolios relates principally to the creditworthiness of our corporate borrowers and the value of the real estate pledged as security for the repayment of loans. Our credit risk with respect to our commercial and consumer loan portfolios depends on the general creditworthiness of businesses and individuals within our local markets.

Our ability to adequately conduct and grow our business is dependent on our ability to create and maintain an appropriate operational and organizational control infrastructure. Operational risk can arise in numerous ways including employee fraud, theft or malfeasance; customer fraud; and control lapses in bank operations and information technology. Because the nature of the financial services business involves a high volume of transactions, certain errors in processing or recording transactions appropriately may be repeated or compounded before they are discovered. We have recently and plan to continue to make investments in technologies for sales and service, including mobile and online banking, as well as teller, customer service and loan origination platforms. These technologies and/or operational changes may lead to increased operational risk. Our dependence on our employees and automated systems, including the automated systems used by acquired entities and third parties, to record and process transactions may further increase the risk that technical failures or tampering of those systems will result in losses that are difficult to detect. We are also subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control. In addition, products, services and processes are continually changing and we may not fully appreciate or identify new operational risks that may arise from such changes. Failure to maintain an appropriate operational infrastructure can lead to loss of service to customers, additional expenditures related to the detection and correction of operational failures, reputational damage and loss of customer confidence, legal actions, and noncompliance with various laws and regulations.

Our operational and communications systems and infrastructure may fail or may be the subject of a breachsecurity incident, breach, or cyber-attack that, if successful, could adversely affect our business and disrupt business continuity.

Our online, business, financial, accounting, data processing, or other operating systems and facilitiesfacilities, or those of our third-party service providers, may stop operating properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our control. For example, there could be sudden increases in client transaction volume; electrical or telecommunications outages; natural disasters such as earthquakes, tornadoes, floods, and hurricanes; pandemics; events arising from local or larger scale political or social matters, including terrorist acts; occurrences of employee error, fraud, or malfeasance; and, as described below, cyber-attacks. Furthermore, for most financial institutions, transitioning from existing systems and software (or transitioning legacy systems and software) to a new provider is a significant and expensive undertaking and includes a number of risks, including crashes and system downtime, transition costs, decreased productivity, security risk, and legal and regulatory compliance risks.

Security risks for financial institutions such as ours have dramatically increased in recent years, in part because of the proliferation of new technologies, included but not limited to AI, that may be used by threat actors to perpetuate cyberattacks, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication, resources and activities of hackers, terrorists, activists, organized crime, and other external parties, including nation state actors. In addition, clients may use devices or software to access our products and services that are beyond our control environment, which may provide additional avenues for attackers to gain access to confidential information. Although we have information security procedures and controls in place, certain of our technologies, systems, networks, and clients’ devices and software have in the past and in the future likely will continue to be the target of cyber-attacks or information security breachesincidents that could result in the unauthorized access, release, gathering, monitoring, use, loss, change or destruction of our or our clients’ confidential, proprietary and other information (including personal identifying information of individuals), or otherwise disrupt our or our clients’ or other third parties’ business operations. From time to time, we, like other financial institutions, become aware of information security vulnerabilities in software emanating from outside vendors and must take active steps to mitigate and prevent the potential exploitation of such vulnerabilities. Further, U.S. financial institutions and financial services companies will continue to face breachescompromises in security of their websites or other systems, including attemptsransomware attacks to shut down access to their networks and systems in an attempt to extract compensation from them to regain control. Financial institutions have also experienced, and will continue to be the target of, distributed denial-of-service attacks, a sophisticated and targeted attack intended to disable or degrade internet service or to sabotage systems.

We and others in our industry regularly are, and will continue to be, regularly the subject of attempts by attackers to gain unauthorized access to our networks, systems, data and other infrastructure, or to obtain, change, or destroy confidential data (including personal identifying information of individuals) through a variety of means, including computer hacking, acts of vandalism or theft, malware, computer viruses or other malicious codes, phishing, brute force attacks, exploiting software vulnerabilities (including “zero-day attacks”), supply chain attacks, employee error or malfeasance, catastrophes, unforeseen events or other cyber-attacks. In the future, these attacks may result in unauthorized individuals obtaining material access to our confidential information or that of our clients, or otherwise materially accessing, damaging, or disrupting our systems or infrastructure.infrastructure, or those of our third-party service providers.

To date, we have seen no material adverse impact on our business or operations from cyber-attacks or events. Any future significant compromise or breach of our data security, whether external or internal, or misuse of customer, associate, supplier or Company data, could result in significant disruption of our operations, reimbursement and other costs, lost sales, fines,fines lawsuits(which fines may not be covered by our insurance policies), lawsuits, regulatory scrutiny, and other legal exposure, a loss of trust in us on the part of our clients, vendors or other counterparties, client attrition and damage to our reputation. Any of these could materially and adversely affect our results of operations, our financial condition, and/or our share price. However, the ever-evolving threats mean we and our third-party service providers and vendors must continually evaluate and adapt our respective systems and processes and overall security environment, as well as those of any companies we acquire. We are continuously enhancing our controls, processes and practices designed to protect our networks, systems, data and other infrastructure from attack, damage or unauthorized access. This continued enhancement will require us to expend additional resources, including to investigate and remediate any information security vulnerabilities that may be detected. Despite our ongoing investments in security resources, talent, and business practices, there is no guarantee that these measures will be adequate to safeguard against all data security breaches,incidents, system compromises or misuses of data.

We rely on certain third parties to provide products and services necessary to maintain day-to-day operations, such as back-office support, data processing and storage, recording and monitoring transactions, online banking interfaces and services, Internetinternet connections, telecommunications, and network access. The failure of a third party to perform in accordance with the contracted arrangements under service level agreements as a result of changes in the third party’s organizational structure, financial condition, support for existing products and services, strategic focus, system interruption or breaches, or for any other reason, could be disruptive to our operations, which could have a material adverse effect on our business, financial condition and results of operations. Our third-party applications may include confidential and proprietary data provided by vendors and by us, including personal employee and/or customer data. While we conduct due diligence prior to engaging with third-party vendors and perform ongoing monitoring of vendor controls, we do not control their operations. Further, while our vendorthird-party risk management policies and practices are designed to comply with current regulations, these policies and practices cannot eliminate this risk. Replacing these third parties could also create significant delays and expense. Transitioning services, integrating new platforms, or converting data from one provider to another can introduce operational complexity, require extensive testing, and temporarily disrupt customer service or internal workflows. Accordingly, use of such third parties creates an inherent risk to our business operations.

The continued development and use of artificial intelligence (AI) presents risks and challenges that may adversely impact our business.

The Company or its third-party (or fourth-party) vendors, clients or counterparties may develop or incorporate AI technology in certain business processes, services, or products. The development and use of AI presents a number of risks and challenges to the Company’s business. The legal and regulatory environment relating to AI is uncertain and rapidly evolving, both in the U.S. and internationally, and includes regulatory schemes targeted specifically at AI as well as provisions in intellectual property, privacy, cybersecurity, consumer protection, employment, and other laws applicable to the use of AI. These evolving laws and regulations could require changes in the Company’s implementation of AI technology and increase the Company’s compliance costs and the risk of non-compliance. AI models, particularly generative AI models, may produce output or take action that is incorrect, that reflects biases included in the data on which they are trained, that results in the release of private, confidential, or proprietary information, that infringes on the intellectual property rights of others, or that is otherwise harmful. In addition, the complexity of many AI models makes it difficult to understand why they are generating particular outputs. This limited transparency increases the challenges associated with assessing the proper operation of AI models, understanding and monitoring the capabilities of the AI models, reducing erroneous output, eliminating bias, and complying with regulations that require documentation or explanation of the basis on which decisions are made. Further, the Company may rely on AI models developed by third parties, and, to that extent, would be dependent in part on the manner in which those third parties develop and train their models, including risks arising from the inclusion of any unauthorized material in the training data for their models and the effectiveness of the steps these third parties have taken to limit the risks associated with the output of their models, matters over which the Company may have limited visibility. Any of these risks could expose the Company to liability or adverse legal or regulatory consequences and harm the Company’s reputation and the public perception of its business or the effectiveness of its security measures.

We are vulnerable to reputational harm because we operate in an industry in which integrity and the confidence of our customers are of critical importance. Our employees could engage in fraudulent, illegal, wrongful or suspicious activities, improper use or disclosure of confidential information and/or activities resulting in consumer harm that adversely affects our customers and/or our business. Misconduct may include circumvention of internal controls, unauthorized transactions, manipulation or misuse of customer information, violations of laws or regulations, failure to follow Company policies, or errors in judgment arising from inadequate training or supervision. The precautions we take to detect and prevent such misconduct may not always be effective, particularly as schemes become more sophisticated and weas remote‑work arrangements, digital‑banking channels, and AI‑enabled tools introduce new avenues for potential misuse or concealment of activity. We may be exposed to regulatory sanctions and/or penalties, and serious harm to our reputation, financial condition, customer relationships and ability to attract new customers.

As a financial institution, we are inherently exposed to risk in the form of theft and other fraudulent activities by customers, employees, or other third parties targeting us or our customers or data. Such activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering, spoofing, and other dishonest acts. Although we devote substantial resources to maintaining effective policies and internal controls to identify and prevent such incidents, given the increasing sophistication of possible perpetrators, we may experience financial losses or reputational harm as a result of fraud. Fraud schemes have also evolved to leverage advanced technologies, including AI, which may increase the difficulty of detecting and preventing fraudulent activity. Further, as a result of the increased sophistication of fraud activity, we continue to invest in systems, resources, and controls to detect and prevent fraud. This will result in continued ongoing investments in the future.

Adverse events or circumstances could impact the recoverability of our intangible assets, including significant loss of core deposits and/or customer relationships acquired in our trust and asset management transaction,transactions, and increased competition or adverse changes in the economy related to these products. To the extent these intangible assets are deemed unrecoverable, a non-cash impairment charge would be recorded. While an impairment charge does not impact regulatory capital, it could have a material adverse effect on our results of operations.

Our profitability depends on our ability to compete successfully in a highly competitive market for banking and financial services, and we expect such challenges to continue. Certain of our competitors are larger, have more resources than we do and may be perceived as better than regional banks at safeguarding deposits in excess of federally insured limits. We face competition in our regional market areas from other commercial banks, savings associations, credit unions, mortgage banking firms, securities brokerage firms, mutual funds and insurance companies, fintechs and other financial institutions that offer similar services. Some of our nonbank competitors are not subject to the same extensive supervision and regulation to which we or the Bank are subject,subject and maymay, accordinglyaccordingly, have greater flexibility in competing for business. Over time, certain sectors of the financial services industry have become more concentrated, as institutions involved in a broad range of financial services have been acquired by other firms. These developments could result in our competitors gaining greater capital and other resources,resources or being able to offer a broader range of products and services with more geographic range.

Another competitive factor is that the financial services market, including banking services, is undergoing rapid changes with frequent introductions of new technology-driven products and services, primarily as a result of the increased digitization of banking services. We compete with many forms of payments offered by both bank and non-bank providers, including a variety of new and evolving alternative payment mechanisms, systems and products, such as aggregators and web-based and wireless payment platforms or technologies, digital or “crypto” currencies, including but not limited to stablecoins, prepaid systems and payment services targeting users of social networks, communications platforms and online gaming. Our future success may depend, in part, on our ability to use technology competitively to offer products and services that provide convenience to customers and create additional efficiencies in our operations. The widespread adoption of new technologies has and will continue to require us to make substantial capital expenditures to modify or adapt our systems to remain competitive and offer new products and services. Our ability to effectively implement new technologies to improve our operations and systems will impact our competitive position in the financial services industry. Furthermore, we may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not be accepted by customers.

Operating costs must decrease or grow at a slower pace than overall revenue in order to thrive in the competitive banking environment. We have and will continue to implement strategies to grow our loan portfolio and increase noninterest income in order to realize earnings growth and to remain competitive with the other banks in the markets we serve. We are continuously focused on growth initiatives and strategies for expense reductions to increase efficiencies. While we have had success in cost-savings and revenue growth in the past, there is no guarantee that these initiatives will be successful in the future. In addition, while expense control continues to be a top focus for us, management also expects to continue to make strategic investments in technology and other revenue-generating initiatives that are expected to improve our customer experience and support future growth, which will require an increase in expenditures. These investments may take longer than anticipated to implement, may not generate expected efficiencies or revenue opportunities, or may require additional spending to address unforeseen challenges such as system integration issues, vendor performance, or regulatory expectations. There can be no assurance that we will ultimately realize the anticipated benefits of our expense reduction and growth strategies, which may impair our earnings growth. Further, we may not be able to realize cost savings or revenue benefits in the time period expected and/or be able to sustain success in such items at targeted levels, which could negatively affect our near-term profitability.

We may seek to supplement our internal growth through acquisitions. We cannot predict the number, size or timing of acquisitions, or whether any such acquisition 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. However, as consolidation of the financial services industry continues, the competition for suitable acquisition candidates may increase and, as the number of appropriate targets decreases, the prices for potential acquisitions could increaseincrease, which could reduce our potential returns and reduce the attractiveness of these opportunities to us. In addition, we have and expect to continue to seek to acquire other businesses or segments of business that may support or add to existing product lines, such as trust and asset management services. We may compete with other financial services companies for 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.

In addition to the acquisition of existing financial institutions, as opportunities arise, we are currently and may continue to explore de novo branching as a part of our internal growth strategy and possibly enter into new markets through de novo branching. De novo branching and any acquisition carry numerous risks, including the following:

Any of the laws or regulations to which we are subject, including tax laws, regulations or their interpretations, may be modified or changed from time to time, and we cannot be assured that such modifications or changes will not adversely affect us. Failure to appropriately comply with any such laws or regulations could result in sanctions by regulatory authorities, civil monetary penalties or damage to our reputation, all of which could adversely affect our business, financial condition or results of operations. Further, implementation of new rules, such as the Commission’s proposed climate related disclosures,rules could require additional cost and negatively impact operating results. Changes in supervisory expectations may also require us to modify internal controls, policies, systems, or reporting processes, increasing compliance and operational costs.

In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs. Evolving requirements related to data governance, cyber‑resiliency, customer‑data access, and incident‑reporting obligations may require significant investments in technology, personnel, and processes. Failure to meet these expectations could result in enforcement actions, operational limitations, or reputational harm.

In addition, in recent years, a number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. We have been and in the future could become subject to claims based on this or other evolving legal theories. Further, banking institutions are also increasingly the target of class action lawsuits, including claims alleging deceptive practices or violations of account terms in connection with non-sufficient funds or overdraft charges and violations of the Fair Labor Standards Act (FLSA). Banks have also faced growing litigation related to fees, payment‑processing practices, data privacy issues, employment matters, debanking, and digital‑banking disclosures, any of which could result in monetary losses, mandated changes to business practices, or reputational harm. We manage these risks through internal controls, personnel training, insurance, litigation management, our compliance and ethics processes, and other means. However, the commencement, outcome, and magnitude of litigation cannot be predicted or controlled with any certainty.

Holders of our shares of common stock do not have preemptive rights. Additionally, sales of a substantial number of shares of our common stock in the public markets and the availability of those shares for sale could adversely affect the market price of our common stock.

We and our customers rely on the existence of, and ability of private and public insurance programs to provide coverage for these types of events. Cost for insurance coverage under these programs has and may continue to increase, negatively impacting our business costs and our customers’ levels of liquidity and the ability to service their debt. The unavailability of these types of coverage or the inability of these entities to perform could also have a materially adverse impact on our operations. Further, our business, financial condition, and results of operations may be adversely affected by potential changes in federal emergency response, disaster relief, and recovery policies, including, but not limited to, actions by the Federal Emergency Management Agency or reductions in federal disaster funding. Delays or changes in governmental support programs, rebuilding assistance, flood‑insurance availability, or disaster‑recovery rules could slow economic recovery in affected areas, impact collateral values, and adversely affect borrower repayment capacity.

Negative public opinion can result from our actual or alleged improper activities, such as lending practices, data security breaches, corporate governance policies and decisions, and acquisitions, any of which may damage our reputation. Reputational harm can be amplified quickly through traditional media, online platforms, and social media channels, regardless of the accuracy or context of the underlying issue. Even unfounded allegations can spread rapidly and require significant resources to address. Negative public opinion can also result from action or inaction related to environmental, social and corporate governance matters. Additionally, actions taken by government regulators and community organizations may also damage our reputation. Negative public opinion could adversely affect our ability to attract and retain customers or expose us to litigation and regulatory action.

We utilize economic forecasts produced by Moody’s Analytics (Moody’s) that provide various scenarios to assist in the development of our economic outlook. This outlook discussion utilizes the December 20242025 Moody’s forecast, the most current available at December 31, 2024.2025. The forecasts are anchored on a baseline forecast scenario, which Moody’s defines as the “most likely outcome” of where the economy is headed based on current conditions. Several upside and downside scenarios are produced that are derived from the baseline scenario and incorporate varying degrees of favorable and unfavorable adjustments to economic indicators and circumstances as compared to the baseline. The macroeconomic variables underlying the December 20242025 economic scenarios differ in many respects from the comparable forecasts available at December 31, 2023,2024 given the shift in economic circumstances and risks, particularly as a result of the outcome of the 2024 presidential and congressional elections.risks.

The S-2 scenario presents a downside alternative to the baseline. The S-2 scenario assumes the impacts of the current administrationadministration's tariffs and deportations on the economy are worse than expected, elevatedstill-elevated interest rates weaken credit-sensitive spending more than anticipatedanticipated, and there is longer and farther-reaching disturbance from geopolitical conflict. The effective tariff rate is forecasted to increase to 15% and remain elevated through the end of 2028. Further, the S-2 scenario assumes that the unemployment rate will increase considerably to 6.3%6.6% in 20252026 (peaking at 7.1%7.2% in the fourth quarter) before gradually improving to 5.6%4.2% in 2026 and 4.1% in 2027.2029. As a result of these pressures, the U.S. falls into a mild recession beginning in the first quarter of 20252026 that lasts for three quarters, with the stock market contracting 22% and a peak-to-trough decline in GDP of 1.1%.1%. DespiteThe the onsetcombination of thea recession,recession and rising inflation promptscauses the Federal Reserve to raiselower its benchmark rate inmoderately over the first quartercourse of 2025a beforefew resumingquarters; easement inas the secondrecession quarterpersists ofand 2025.inflation subsides, the Federal Reserve subsequently reduces the rate more significantly.

Management has deemed certain assumptions underlying the S-2 scenario to be somewhat moreas likely to occur in the near term than those underlying the baseline scenario, and as such, the baseline scenario and the S-2 scenario were each given probability weightings of 40% and 60%, respectively,50% in the calculation of our allowance for credit losses calculation at December 31, 2024.2025.

RecentRapidly and expectedevolving changes in fiscal and other policies withof the current administration createshave significantcreated heightened uncertainty as to the impact on the U.S and global economies. The effects of continued elevated inflation, a softening labor market, and the Federal Reserve’s actions to counter those effects, as well as to respond to other economic concerns, could reduce economic growth in the near term. The full extent of the impact of these and other influential factors are uncertain and may have an adverse effect on the U.S. economy, including the possibility of an economic recession or slower growth in the near or midterm.

Net income for the year ended December 31, 20242025 was $486.1 million, or $5.67 per diluted common share, compared to $460.8 million, or $5.28 per diluted common share, compared to $392.6 million, or $4.50 per diluted common share in 2023.2024. Included in the results of the year ended December 31, 2025 is a charge of $5.9 million (pre-tax), or $0.05 per share after tax, attributable to costs associated with the acquisition of Sabal. Included in the results of the year ended December 31, 2024 is a charge of $3.8 million, or $0.03 per diluted share after-tax, supplemental disclosure item attributable to a revision of the FDIC special assessment. Included in the results of the year ended December 31, 2023 is a net charge of $75.4 million (pre-tax), or $0.68 per share after tax, comprised of the following supplemental disclosure items: a $65.4 million loss on restructuring of the securities portfolio, a $26.1 million FDIC special assessment charge and a $16.1 million gain on the sale of a parking facility. The following is an overview of financial results for the year ended December 31, 20242025 compared to December 31, 20232024:

(a) Interest income includes the net impact of discount accretion and premium amortization arising from business combinationscombinations. totalingNet purchase accounting discount accretion totaled $2.1 million,million and $2.4 million, and $4.7 million for the years ended December 31, 2024, 2023 and 2022,2023. respectively.There was no net purchase accounting discount accretion included in interest income in 2025.

NetFor the year ended December 31, 2025, net interest income was $1.1 billionbillion, inup 2024, down $15.7$26.9 million, or 1%,2%, from 2023.2024. Net interest income is the primary component of our earnings and represents the difference, or spread, between revenue generated from interest-earning assets and the interest expense related to funding those assets. For analytical purposes, net interest income is adjusted to a taxable equivalent basis (te) using the statutory federal tax rate of 21% on tax exempt items (primarily interest on municipal securities and loans). Net interest income (te) was $1.1 billion in 2024,2025, alsoup down $15.7$26.1 million, or 1%,2%, from 2023,2024, andcomprised includedof ana increasedecrease in interest income (te) of $72.5$79.1 million that was more than offset by ana increasedecrease of $88.2$105.2 million in interest expense. The increase in net interest income (te) was largely interest rate driven, as the decline in prevailing rates on interest-bearing liabilities and an increase in securities yields outpaced lower yields on loans; it is also reflective of the impact of favorable changes in average balance of and mix within interest-bearing liabilities that was partially offset by the impact of a decline in average loans. Net interest margin, the ratio of net interest income (te) to average earning assets, increased 310 bps to 3.47% in 2025 from 3.37% in 2024 from 3.34% in 2023.2024.

The $72.5$79.1 million increasedecrease in interest income (te) iswas largely attributable to thea sustaineddecrease elevatedin interestboth rateloan environment,yields and average balances, partially offset by a $738 million decreaseincreases in securities yields and average earning assets.balances. The yield on earning assets (te) was 5.26%down in 2024, up 34 bps from 2023. Loan yield was up 3022 bps to 6.17%,5.04%, reflectingdriven primarily by a 34 bp decline in the loan yield that reflects the impact of the new and repricing loans in the current interest rate environment. The yield on investment securities increasedwas 24up 25 bps in 2024 to 2.63%2.88% as new investments and reinvestments were made at higher yields.yields, Theand declinealso reflecting the favorable impact of certain fair value hedges that became effective in average earning assets included decreases of $680 million in investment securities and $91 million in short-term investments, while average total loans remained relatively flat, but experienced a shift in mix from commercial and consumer loans into residential mortgage.2025.

Included in interest income is net purchase accounting accretion of $2.1 million, $2.4 million and $4.7$2.4 million for the years ended December 31, 2024, and 2023, andrespectively. 2022There respectively.was no purchase accounting accretion in 2025.

During the year ended December 31, 2024,2025, we recorded a provision for credit losses of $52.2$51.2 millionmillion, compared to $59.1$52.2 million for the year ended December 31, 2023.2024. The provision for credit losses recorded in 2025 included net charge-offs of $52.5 million and a $1.3 million reserve release. The provision for credit losses recorded in 2024 included net charge-offs of $46.0 million and a $6.1 million reserve build. The provision for credit losses recorded in 2023 included net charge-offsbuild of $63.4 million and a reserve release of $4.3$6.1 million. The provision for credit losses for the year ended December 31, 2023 included a $29.7 million charge-off attributable to a single participation in a shared national credit. The modest reserve buildrelease in 20242025 isreflects theour resultrelatively ofconsistent aeconomic higheroutlook allowanceand forstable credit loss coverage to total loans, reflecting the impact of prolonged elevated interest rates and inflation and other market conditions.metrics.

Noninterest income for the year ended December 31, 20242025 totaled $364.1$406.4 million, a $75.6$42.3 million, or 26%,12%, increase from 2023.2024. ForThe increase in noninterest income from the year ended December 31, 2023,2024 noninterestis incomeattributable includedin twopart supplemental disclosure items totaling $49.3 million, comprised of a $65.4 million loss on restructuring ofto the availableSabal foracquisition, saleas securitieswell portfolioas and a $16.1 million gain on the sale of a parking facility. Excluding these supplemental disclosure items, noninterest income was up $26.4 million, or 8%, driven by increasesgrowth in most feerevenue categories.lines, partially offset by declines in gains on sales of assets and other miscellaneous income. Noninterest income variances are discussed in more detail below.

Service charges on deposit accounts include consumer, business, and corporate deposit account servicing fees, as well as nonsufficient funds fees on non-consumer accounts, overdraft and overdraft protection fees, and other customer transaction-related fees. Service charges on deposit accounts were $91.1$99.2 million, up $5.1$8.1 million, or 6%,9%, from 2023.2024. The increase from 20232024 was largely attributable to aincreases $4.4of $4.1 million increasein consumer overdraft fees and service charges, and $4.3 million in serviceanalysis chargesfees and overdraft fees on business accounts, including commercial analysis fees, nonsufficient funds and overdraft fees, driven by deposit balance activity, strong sales activity, and higher instances of overdrafts. Consumer service charges increased $0.7 million compared to the prior year.accounts.

Trust fee income represents revenue generated from asset management services provided to individuals, businesses and institutions. Trust fees totaled $71.7$89.6 millionmillion, inup 2024, a $4.2$17.9 million, or 6%,25%, from 2024. The increase fromreflects 2023, primarily attributable to an increase of $2.5$14.5 million in personal trust income,fees $1.4as milliona result of the Sabal acquisition and growth in institutionalour legacy personal and corporate trust fees, andpartially $0.4offset millionby a decline in corporateemployee benefits trust and retirement services fees.revenue. Trust assets under management increased to $14.0 billion at December 31, 2025, inclusive of $2.7 billion attributable to the Sabal transaction, compared to $10.2 billion at December 31, 2024, compared to $9.7 billion at December 31, 2023.2024.

Bank card and ATM fees include income from credit and debit card transactions, fees earned from processing card transactions for merchants, and fees earned from ATM transactions. Bank card and ATM fees totaled $85.5$86.1 million in 2024,million, up $2.5$0.6 million, or 3%,1%, compared to 2023. The increase from 2023 is the result ofwith increases ofin $1.7purchasing millioncard and debit card processing fees largely offset by declines in merchantbusiness credit card processing fees and $1.1 million in debit and credit card fees, as spending was strong in 2024, partially offset by a $0.3 million decrease in ATM fees.

Investment and annuity fees and insurance commissions, which include both fees earned from sales of annuity and insurance products as well as managed account fees, totaled $43.4$49.2 million in 2024,million, a $6.7$5.7 million, or 18%,13%, increase from 2023. The increase is2024, largely attributable to aincreases $7.4of $2.0 million increasein investment management fees and $1.9 million in fixed income trading fees and also reflects increases in annuity fees and investment fees as sales activity increased amid the favorable interest rate environment, partially offset by a $0.7 million decline infees, corporate underwriting fees and insurance fees.commissions.

Income from secondary mortgage market operations is comprised of income produced from the origination and sales of residential mortgage loans in the secondary market. We offer a full range of mortgage products to our customers and typically sell longer-term fixed rate loans, while retaining the majority of adjustable-rate loans and mortgage loans generated through programs to support customer relationships. Income from secondary mortgage market operations totaled $12.4$14.8 million in 2024,million, an increase of $3.2$2.4 million, or 35%,19%, from 2023.2024. AlthoughThe thereincrease continuedwas attributable to be a dampened demand forhigher mortgage loans andproduction refinancingcompared as a result ofto the elevatedprior interest rate environment, the dollar amount of mortgage loan originations that were sold in the secondary market versus retained in our portfolio in 2024 was up 30%, driving higher income in this business line.year. Secondary mortgage market operations income will vary based on application volume and the percentage of loans closed and ultimately sold.

Income from bank-owned life insurance (BOLI) is generated through insurance benefit proceeds as well as the growth of the cash surrender value of insurance contracts held. BOLI income totaled $16.9$21.3 million,million in 2025, an increase of $1.5$4.4 million, or 10%,26%, from 2023.2024. The increase was primarilyattributable driven byto an increase in income from changes in cash surrender value.value of $3.0 million and an increase in mortality gains of $1.4 million.

Credit-related fees include fees assessed on letters of credit and unused portions of loan commitments. Credit-related fees were $12.0$11.3 million forin 2024,2025, down $0.5$0.8 million, or 4%6%, comparedfrom to2024, 2023,driven attributableprimarily toby decreasesa of $0.4 million in letter of credit fees and $0.1 milliondecrease in unused commitment fees. Income from these products will vary based on letters of credit issued, credit line utilization and prevailing assessment rates.

Net gains on sales of premises, equipment and other assets consists primarily of net revenue earned from sales of excess bank owned facilities and equipment no longer in use, gains on sales of Small Business Administration and other non-residential mortgage loans, and leases and other assets associated with the equipment finance line of business. Net gains on sales of premises, equipment and other assets totaled $6.1 million in 2025, compared to $7.8 million in 2024, compareddown to$1.7 $19.4million, as the comparative period included a $1.5 million in 2023, down $11.6 million. The decrease was primarily related to previously mentioned gain on the sale of a stand-aloneformer parkingbranch facility of $16.1 million in 2023 that was identified as a supplemental disclosure item. Excluding the supplemental disclosure item, net gains on sales of premises, equipment and other assets were up $4.6 million, and largely related to gains on sales of SBA loans and other premises sales.property.

Other miscellaneous income is comprised of various items, including dividends on FHLB stock, income from small business investment companies (SBICs), and syndication fees, among others. Other miscellaneous income for the year ended December 31, 20242025 was $27.0$23.0 million, updown $3.4$4.0 million, or 14%,15%, from 2023,2024, largelydriven dueprimarily toby a $2.2decrease of $6.6 million increase in dividends on FHLB stockstock, asreflecting a result of both an increasedecline in prevailingthe rates and an increase in volumelevel of stock owned and athe $1.0yield, partially offset by an increase of $2.9 million increase in incomesyndication from SBICs.fees.

Noninterest expense for the year ended December 31, 2025 totaled $851.6 million, a $31.7 million, or 4%, increase from the year ended December 31, 2024. Included in noninterest expense for year ended December 31, 2025 were supplemental disclosure items totaling $5.9 million attributable to costs associated with the acquisition of Sabal. Included in noninterest expense for the year ended December 31, 2024 totaled $819.9 million,is a $16.9 million, or 2%, decrease from 2023. Noninterest expense for both years includes supplemental disclosure itemsitem of $3.8 million attributable to aan adjustment to the special assessment by the FDIC in connection with the protection of uninsured depositors under the systemic risk exception for two bank failures in 2023, totaling $26.1 million in 2023, with an additional adjustment to the assessment of $3.8 million in 2024.exception. Excluding the supplemental disclosure items for both periods, noninterest expense totaled $816.1$845.7 million, up $5.4$29.6 million, or 1%,4%, from 2023.2024. Noninterest expense variances are discussed in more detail below.

Personnel expense consists of salaries, incentive compensation, long-term incentives, payroll taxes, and other employee benefits such as 401(k), pension, and medical, life and disability insurance. Personnel expense totaled $469.4$475.4 million in 2024,2025, up $8.6$6.0 million, or 1% from 2024. The year ended December 31, 2025 included $1.4 million orof 2%,Sabal comparedacquisition tocosts 2023.highlighted Theas increasesupplemental indisclosure items. Excluding these acquisition costs, personnel expense was largelyup $4.6 million, or 1%. The increase was driven largely by higher incentive-based compensation, bonus, merit-based increases in salaries,salary, related payroll tax expensebonus and healthstock-based insurancecompensation benefitexpenses, cost.reflecting merit increases and higher headcount, as well as an increase in associate acquisition expenses. These increases were partially offset by the impact of a decrease in headcount and a favorable impact from salary deferrals associated with lending activities.activities, and decreases in commissions, incentives expense and retirement and health benefits expense. Personnel expense associated with ongoing Sabal operations contributed $5.9 million to the variance compared to the prior year.

Occupancy and equipment expenses are primarily composed of lease expenses, depreciation, maintenance and repairs, rent, taxes, and other equipment expenses. Total occupancyOccupancy and equipment expenses oftotaled $71.1$72.9 million in 2024,2025, increasedup $0.7$1.8 million, or 1%,3%, from 2023. The increase was2024, largely driven by the elimination of revenue from the parking facility sold in late 2023building and anequipment increasemaintenance inand leased facility expense,expense that were partially offset by decreases in depreciation and maintenance on furniture, fixturesamortization and equipment.building insurance costs.

Data processing expense includes expenses related to third party technology processing and servicing costs, technology project costs and fees associated with bank card and ATM transactions. Data processing expense totalingtotaled $121.9$127.2 million in 2024 was2025, up $4.2$5.3 million, or 4%, from 2023.2024. Included in the year ended December 31, 2025 was $2.0 million of Sabal acquisition costs highlighted as supplemental disclosure items. Excluding these acquisition costs, data processing expense was up $3.4 million, or 3%. The increase was largely attributable to higherincreases costsin associatedcertain withtechnology ongoingprocessing, data processing arrangements of $3.7 millionlicensing and netmaintenance card,totaling $5.1 million, increases in activity-based fees, including card processing, credit card rewards expense and ATM andservicing merchanttotaling fee$2.7 expense of $1.4 million. These increases weremillion, partially offset by a decrease in amortization and maintenance on data processing software amortizationof $1.1$4.4 million. Data processing expense can vary from period to period, depending on business needs and technology enhancement initiatives.

Amortization of intangibles totaled $10.0 million in 20242025, totaledup $9.4 million, a $2.1$0.5 million, or 19% decrease6%, from 20232024 as a result of amortization of intangible assets acquired in the acceleratedSabal amortization methods used.transaction.

Deposit insurance and regulatory fees totaled $24.2$18.0 million for the year ended December 31, 2024,2025, adown decrease$6.2 ofmillion, $25.8or million26%, from 2023.2024. Included in the yearsyear ended December 31, 2024 andis 2023the aresupplemental previouslydisclosure mentioneditem of $3.8 million anddescribed $26.1 million, respectively, of expenseabove attributable to a special assessment made by the FDIC. Excluding the specialsupplemental assessmentdisclosure charges in the respective periods,item, deposit insurance and regulatory fees were down $3.4$2.4 million, or 14%,12%, from 2024, mostly reflective of changes in our risk-based assessment calculation.calculation as well as less significant quarterly adjustments to the special assessment based on quarterly updates from the FDIC.

Net gainsloss on sales of other real estate and foreclosed assets exceededtotaled expense$3.1 bymillion in 2025, compared to a net gain of $2.5 million in 2024,2024. comparedThe tolevel $0.6of millionnet inincome 2023.or losses associated with holding and maintaining the other real estate owned portfolio can vary depending on sales activity, valuation adjustments and income or expense associated with operating and maintaining foreclosed property. Gains or losses on the sale of other real estate and foreclosed assets may occur periodically and are dependent on the number and type of assets for sale and current market conditions.

Corporate value, franchise taxes, and other non-income taxes totaled $19.0$17.3 million in 2024,2025, adown decrease of $1.4$1.7 million, or 7%,9%, from 2023,2024, largely attributabledriven toby a decreasedecreases in bank share tax, partially offset by an increase in franchise tax. The calculation ofboth bank share tax and franchise tax. Bank share tax, the largest component of this line item, is based on multiple variables, including average quarterly assets, earnings and stockholders’ equity to determine the taxable assessment value.

Business development-related expenses (including advertising, travel, entertainment and contributions), totalingtotaled $31.1$34.3 million in 2024, were2025, up $1.5$3.2 million, or 5%,10%, from 2023. The increase was2024, largely driven by increases in marketingdigital andmedia businessadvertising, development expense, including certain costs associated bank sponsored functions, natural disaster response and relief,sponsorships, travel expense and customercharitable incentives.contributions.

Other retirement expense includes costs associated with pension onand other post-retirement plan expense. Noninterest expense in each of the years ended December 31, 20242025 and 20232024 was reduced by a net credit in other retirement expense totaling $18.1$16.2 million and $13.5$18.1 million, respectively. The higherdecrease in the net credit in 20242025 was largely driven by changes in actuarial assumptions for the current plan year.

The objective of this discussion and analysis is to provide material information relevant to the assessment of the financial condition and results of operations of Hancock Whitney Corporation and its subsidiaries during the three and six months ended MarchJune 31,30, 2026 and selected comparable prior periods, including an evaluation of the amounts and certainty of cash flows from operations and outside sources. This discussion and analysis is intended to highlight and supplement financial and operating data and information presented elsewhere in this report, including the consolidated financial statements and related notes. The discussion contains forward-looking statements within the meaning and protections of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, our actual results may differ from those expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this Quarterly Report on Form 10-Q and in other reports or documents that we file from time to time with the SEC include, but are not limited to, the following:

uncertainties surrounding geopolitical conflict, trade policy, taxation policy, and monetary policy, which continue to impact the outlook for future economic growth; a sustained increase in commodity prices; impacts from current and/or future imposition of tariffs by the United States against other nations; consideration of responsive actions by these nations, including retaliatory tariffs, or the expansion of import fees and tariffs among a larger group of nationsnations, which is bringing greater ambiguity to the outlook for future economic growth, including reduced consumer spending, lower economic growth or recession, reduced demand for U.S. exports, disruptions to supply chains, impacts from decreased international tourism, decreased demand for banking products and services, and negative credit quality developments arising from the foregoing or other factors;

adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, liquidity and regulatory responses to these developments (including increases in the cost of our deposit insurance assessments), the Company's ability to effectively manage its liquidity risk and any growth plans, and the availability of capital and funding;

the timing, benefits, costs and synergies of the merger with OFB Bancshares, Inc., as well as statements regarding potential impact of current or future business combinations on our performance and financial conditioncondition, including our ability to successfully identify acquisition targets and to successfully integrate the businesses;

risks related to the ability of our operational framework to manage risks associated with our business such as credit risk and operationoperational risk, including third-party vendors and other service providers, which could, among other things, result in a material breach of operating or security systems as a result of a cyber-attack or similar acts;

changes in laws and regulations affecting our businesses, including governmental monetary and fiscal policies, legislation and regulations relating to bank products and services, increased regulatory scrutiny resulting from bank failures, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses;

the impact of federal government shutdowns, and uncertainties stemming from extended durations of such; and the potential implementation of a regulatory reform agenda impacting rulemaking, supervision, examination and enforcement priorities of the federal banking agencies.

Management’s Discussion and Analysis of Financial Condition and Results of Operations includeincludes non-GAAP measures used to describe our performance. These non-GAAP financial measures have inherent limitations as analytical tools and should not be considered on a standalone basis or as a substitute for analyses of financial condition and results as reported under GAAP. Non-GAAP financial measures are not standardized and therefore, it may not be possible to compare these measures with other companies that present measures having the same or similar names. These disclosures should not be considered an alternative to GAAP.

In the firstsecond quarter of 2026, conditions in the financial services industry wereremained mostlygenerally favorable despite persistent economic pressures and growinguncertainty economicwith uncertainty.respect to fiscal and monetary policy. Within our markets, we experienced solidrobust loan production, whileand deposit cost pressures continued to moderate, contributing favorably to our net interest margin and profitability.

We utilize economic forecasts produced by Moody’s Analytics (Moody’s) that provide various scenarios to assist in the development of our economic outlook. This outlook discussion utilizes the MarchJune 2026 Moody’s forecast, the most current available at MarchJune 31,30, 2026. The forecasts are anchored on a baseline forecast scenario, which Moody’s defines as the “most likely outcome” of where the economy is headed based on current conditions. Several upside and downside scenarios are produced that are derived from the baseline scenario and incorporate varying degrees of favorable and unfavorable adjustments to economic indicators and circumstances as compared to the baseline.

The baseline scenario maintains a mostly optimistic tenor with respect to economic outcomes, includingthough the assumptionoutlook thathas thesoftened economicas impactenergy ofprices theremain conflict in the Middle East will be short-lived.elevated. Key variables underlying the MarchJune 2026 baseline forecast include the following: (1) the worstconflict ofwith theIran hostilitieswill be resolved in the conflict in the Middle East will be over by early April, prompting oil prices to quickly recede and to normalize by early 2027near-term; (2) the effective tariff rate of about 11%8% is expected to remain for the duration of the current administration before eventually falling back to about 2% late in the decade or early in the next; (3) above target inflation caused by the Iran conflict, oil price shock, tariffs and migration policy headwinds will preclude Federal Reserve will issue interest rate cuts for the remainder of 25 basis points each in June2026 and September 2026, returning the benchmark rate to a level that neither restrains nor supports growth2027; (4) the combination of weaka labor demand and softer growthslowdown in labor supplyforce growth and monthly job growth will remain a significant headwind to jobthe gains,labor butmarket, these factors create a neutral effect onprompting the unemployment rate,rate whichto willresume remaina flatgradual climb, peaking at around 4.5%4.6% in the nearsecond termquarter of 2027; (5) GDP growth is forecasted toat increase to 2.8%2.1% in 2026 and then slow to 1.8%1.9% in 2027 and 2.0% in 2028 before rebounding to 2.5% in 2029; (6) the 10-year U.S. Treasury yield is forecasted to average 4.2%4.4% in the firstsecond quarter of 2026 and remain near that level through the end of the decade due to elevated inflation and fiscal uncertainty.

The S-2 scenario presents a downside alternative to the baseline. The S-2 scenario assumes the conflictnegotiations between the U.S. and Iran take longer than expected and that the damage to energy infrastructure is worse than expected and takes longer to repair. As a result, oil prices decline at a slower rate than assumed in the Middle East persists longer than what is forecasted in baseline scenario, causing oil prices to rise higher.baseline. The effective tariff rate increases to about 15%11% and remains elevated through the end of 2028. The impacts on the economy from tariffs, deportations and elevated oil prices are worse than expected, causing inflation to rise. Further, there is longer and farther-reaching disturbance from other geopolitical conflict. The scenario assumes the unemployment rate will rise considerably to a peak of 7.3% in the firstsecond quarter of 2027 and remain elevated before returning to full employment in late 2028. The combination of higher oil prices, rising inflation, tariffs, still elevated interest rates and reduced credit availability causes the U.S. economy to fall into a mild recession beginning in the secondthird quarter of 2026 that lasts for three quarters, with a peak-to-trough decline in GDP of 1% and the stock market contracting 22%. The recession and rising inflation prompts the Federal Reserve to lower its benchmark interest rate only slightly below what is forecasted in the baseline scenario before making more significant cuts as inflation subsides.

Management has deemed certain assumptions underlying the baseline scenario and the downside S-2 scenario to have aan higherequal likelihood to occur in the near term as those underlying the baseline scenario,term, and, as such, the S-2baseline and baselineS-2 scenarios were each given probability weightings of 60% and 40%, respectively,50% in the calculation of our allowance for credit losses calculation at MarchJune 31,30, 2026. The weighting of scenarios has changed from the DecemberMarch 31, 20252026 calculation of allowance for credit losses, where the baseline scenario was weighted at 40% and the downside S-2 scenario were eachwas weighted at 50%.60%. The change in weighting does not represent a significant shift in our outlook, but rather is a function of an optimistica shift in the assumptions underlying the baseline forecast.forecast to reflect the downside risks of the U.S. – Iran conflict.

The credit loss outlook for our portfolio as a whole has not changed materially since DecemberMarch 31, 2025.2026. We continue to closely monitor our portfolio for customers that are sensitive to prolonged inflation, the elevated interest rate environment, tariffs, labor market conditions and/or other economic circumstances that may impact credit quality.

Rapidly evolving changes in geopolitical, fiscal and other policies have created heightened uncertainty as to the impact on the U.S. and global economies. The duration and scope of the conflict in the Middle East is expected to play a pivotal role in economic conditions. The impact of continued inflation, a softening labor market and the Federal Reserve's actions to counter those effects, as well as to respond to other economic concerns, could reduce economic growth in the near term. The full extent of the impact of the conflict in the Middle East and other influential factors are uncertain and may have an adverse effect on the U.S. economy, including the possibility of an economic recession or slower growth in the near or midterm.

Highlights of the FirstSecond Quarter 2026

We reported net income for the firstsecond quarter of 2026 of $47.4$127.0 million, or $0.57$1.55 per diluted common share, compared to $125.6$47.4 million, or $1.49 per diluted common share, in the fourth quarter of 2025 and $119.5 million, or $1.38$0.57 per diluted common share, in the first quarter of 2026 and $113.5 million, or $1.32 per diluted common share, in the second quarter of 2025. The first quarter of 2026 includesincluded a supplemental disclosure item attributable to a net loss on the restructuring of the available for sale securities portfolio totaling $98.6 million pre-tax, or $0.95 per diluted share after tax.tax, Thereand werethe nosecond quarter of 2025 included supplemental disclosure items in$5.9 million pre-tax, or $0.05 per diluted share, attributable to costs associated with the fourth or first quartersacquisition of 2025.Sabal Trust Company.

FirstSecond quarter 2026 results compared to fourthfirst quarter 20252026:

Net income of $47.4 million, or $0.57 per diluted share, reflective of a $98.6 million net loss on restructuring the available for sale securities portfolio Adjusted pre-provision net revenue, a non-GAAP measure, totaled $172.9$178.1 million, downup $1.1$5.2 million, or 1%3% Period-end loans totaled $24.0$24.6 billion, up $33.4$588.3 million, or less than 1%2% Period-end deposits totaled $29.1$29.6 billion, downup $197.6$547.6 million, or 1%2% Criticized commercial loans decreased while total nonaccrual loans increasedremained relatively flat; annualized net charge-offs to average loans was 0.19%,0.16%, down from 0.22%0.19% Allowance for credit losses coverage to total loans remains solid at 1.43%,1.42%, unchangeddown 1 basis point (bp) from DecemberMarch 31, 20252026 Net interest margin of 3.55%,3.56%, up 71 bpsbp from prior quarter Tangible common equity ratio of 9.93%,9.78%, down 1315 bps; common equity tier 1 ratio of 13.29%,13.19%, down 3610 bps; and total risk-based capital ratio of 15.10%,14.98%, down 3512 bps; reflectingall reflective of capital deployment to enhance shareholder value Efficiency ratio, a non-GAAP measure, wasimproved 55.43%,to 55.31%, compared to 54.93%55.43% Our results for the firstsecond quarter of 2026 reflect acontinued strong startperformance, toprofitability and enhanced shareholder value. We experienced solid loan and deposit growth during the year.quarter, reflecting continued progress on our organic growth plan. We continued to deployinvest in our growth strategy with the hiring of a net 15 new bankers in the second quarter, bringing the year to date total to 42. We also returned capital to shareholders with the repurchase 1.4of million712,966 shares of our common stock, abringing restructureyear-to-date of our securities portfolio, and an 11% increase the quarterly common stock dividend. Net interest margin expanded despite a declining interest rate environment, due in partrepurchases to the2.1 securitiesmillion portfolioshares. restructuring. FeeNoninterest income excludinggrew, theexpenses securitiesremained losson was steadytarget and our expensesefficiency wereratio well controlled.improved. Credit metrics remained stable and we maintained a solidrobust allowance for credit losses coverage of 1.43%.1.42%. Looking ahead, our acquisition of One Florida Bank, completed on August 1, 2026, will enhance our ability to bring our relationship-based approach to banking to customers across an expanded footprint in the Central Florida area. We welcomedremain 27encouraged netby newthe bankersmomentum across our franchise. While the operating environment continues to present challenges, we believe our solid balance sheet, strong customer relationships and openeddisciplined aexecution newposition financialus center as we continuewell to carrydeliver outon our organicobjectives growthfor planthe whileremainder maintainingof operationalthis efficiencyyear and proactivelyover managingthe capitallonger to enhance shareholder value.term.

Net interest income (te) for the firstsecond quarter of 2026 totaled $287.6$295.2 million, up $2.9$7.7 million, or 1%,3%, compared to the fourth quarter of 2025, and up $14.9 million, or 5%, compared tofrom the first quarter of 2026, and $582.8 million for the first six months of 2026, up $30.6 million, or 6%, from the same period in 2025.

The $2.9$7.7 million increase in net interest income (te) from the fourth quarter of 2025 was driven by both a lower cost of funds and an increase in the securities yield outpacing a decline in loan yields, and growth in average loan balances. Net interest income (te) for the first quarter of 2026 is also netcomprised of aan $4.1increase millionin reduction as a result of two fewer accrual days. Interestinterest income (te) decreased $6.4 million, reflecting the impact of two$11.3 fewer accrual days and a decline in loan yields following the two interest rate cuts in the fourth quarter of 2025,million partially offset by an increase in theinterest yieldexpense onof the$3.6 million. The increase in interest income (te) was driven primarily by loan growth, an additional accrual day and an increase in interest income from securities portfolio as a result of the full-quarter impact of the portfolio restructuring completed in late January 20262026. andThe increase in interest expense was primarily attributable to an increase in average short-term borrowings to support growth in the loan portfolio. Interest expense decreased $9.3 millionportfolio and wasan primarilyadditional rateaccrual driven,day, aspartially reductionsoffset by a decrease in promotionalthe pricingcost onof bothdeposits, reflecting a continued shift in the mix of average interest-bearing transactiondeposits accounts and retailfrom time deposits resultedto intransaction aand lowersavings cost of funds. The decrease in interest expense is also reflective of two fewer accrual days.deposits. The net interest margin for the firstsecond quarter of 2026 was 3.55%,3.56%, up 71 bpsbp from the fourthfirst quarter of 2025,2026, driven primarily by higher securities yields as a result of the bond portfolio restructuring, up 2512 bps, and a lower cost of funds,interest on deposits, down 95 bps, partially offset by lower loan yields, down 132 bps, and alsoan by growthincrease in averageborrowing loancosts, volume.up 26 bps.

The $14.9$30.6 million increase in net interest income (te) for the six months ended June 30, 2026 from the firstsame quarterperiod in 2025 is comprised of 2025a $15.7 million increase in interest income (te) and a $14.9 million decrease in interest expense. The increase in interest income (te) was driven primarily byattributable to an increase in theinterest securitiesincome yieldfrom securities, as the impact of loan growth was largely offset by a resultdecline in loan yields. The decrease in interest expense was driven by a decline in interest expense on deposits that was largely a product of the portfoliointerest restructuringrate andenvironment, other reinvestments, and iswhich also reflective of growth in the loan portfolio,fostered a favorable shift in the mix of average interest-bearing deposits,deposits from time deposits to transaction and depositsavings betas outpacing loan betas. These favorable changes weredeposits, partially offset by a $717.0 million increase in average other short-term borrowings to fund loan growth. Interest income (te) increased $5.7 million despite the falling interest rate environment. The improvement was driven by an increase in securities yields due to the portfolio restructure, and by loan growth, as average loans were up $897.4 million compared to the same quarter last year; these were partially offset by declines in loan yields and short-term investments yield and volume. The decrease in interest expense of $9.2 million was largely rate driven but also reflective of a favorable shift in the mix of interest-bearing deposits, partially offset by the previously mentioned increase in other short-term borrowings. The net interest margin for the firstsix quartermonths ofended June 30, 2026 was 3.55%, up 129 bps from the firstsame quarterperiod ofin 2025, largely attributable to the impact of higher securities yields,yields upof 4547 bps, a lower cost of funds,interest-bearing downdeposits 15of 37 bps, partially offset by a decreasedecline in loan yields of 2224 bps and an increase in borrowing costs of 40 bps.

(bc)

During the firstsecond quarter of 2026, we recorded a provision for credit losses of $13.2$13.8 million, compared to $13.1 million in the fourth quarter of 2025 and $10.5$13.2 million in the first quarter of 2025.2026. The provision for credit losslosses in the firstsecond quarter of 2026 included net charge-offs of $9.4 million and a reserve build of $4.4 million, compared to net charge-offs of $11.1 million and a reserve build of $2.1 million, compared to net charge-offs of $13.0 million and a reserve build of $0.1 million in the fourth quarter of 2025 and net charge-offs of $10.3 million and a reserve build of $0.2 million in the first quarter of 2025,2026. reflectingThe relativelyprovisions for credit losses in both periods reflect mostly stable resultscredit acrossquality theand comparativemodest periods.builds attributable to loan growth.

Noninterest income totaled $7.5$108.4 million for the firstsecond quarter of 2026, downup $99.6 million from the fourth quarter of 2025 and $87.3$100.9 million from the first quarter of 2025.2026. Included in noninterest income in the first quarter of 2026 was a $98.6 million loss identified as a supplemental disclosure item attributable to the restructuring of the available for sales securities portfolio. Excluding the supplemental disclosure item, noninterest income totaledwas $106.1up million, down $1.1$2.3 million, or 1%, from the fourth quarter of 2025 and up $11.3 million, or 12%,2%, from the first quarter of 2026, driven primarily by increases in investment and annuity fees, trust fees, bank card and ATM fees and income from secondary mortgage market operations, partially offset by a decline in other miscellaneous income. For the six months ended June 30, 2026, noninterest income totaled $115.8 million, down $77.5 million from the same period in 2025. Excluding the supplemental disclosure item described above, noninterest income was up $21.1 million, or 11%, from the same period in 2025, with increases across most lines. A detailed discussion of noninterest income variances follows.

Service charges on deposit accounts include consumer, business, and corporate deposit account servicing fees, as well as nonsufficient funds fees on non-consumer accounts, overdraft and overdraft protection fees, and other customer transaction-related fees. Service charges on deposits totaled $25.9 million for the firstsecond quarter of 2026, upvirtually $0.3flat million,compared or 1%, fromto the fourthfirst quarter of 20252026. andFor $1.8the six months ended June 30, 2026, service charges on deposits totaled $51.8 million, up $3.4 million, or 7%, from the firstsame quarterperiod ofin 2025. The linked quarter increase was driven2025, primarily byattributable analysis fees on business accounts, partially offset by a decline in consumer overdraft fees. The year over year increase was driven byto consumer overdraft fees and analysis fees on businesscommercial accounts.

Trust fee income represents revenue generated from a full range of trust services, including asset management and custody services provided to individuals, businesses and institutions. Trust fees totaled $24.6$26.0 million for the second quarter of 2026, up $1.5 million, or 6%, from the first quarter of 2026, relativelydriven flatin comparedpart toby seasonal tax preparation fees. For the fourthsix quartermonths ofended 2025June and30, 2026, trust fees totaled $50.6 million, up $6.6$9.8 million, or 36%,24%, from the firstsame quarterperiod ofin 2025. The year over yearyear-over-year increase is mostly attributable to personal trust, includingresulting $5.3from million asboth a resultfull ofperiod contribution from the May 2, 2025Sabal acquisition of Sabal Trust Company, and reflective of both organic and market value-driven growth in our legacy business.

Bank card and ATM fees include interchange and other income from credit and debit card transactions, fees earned from processing card transactions for merchants, and fees earned from ATM transactions. Bank card and ATM fees totaled $22.1$23.2 million for the second quarter of 2026, up $1.1 million, or 5%, from the first quarter of 2026, reflecting higher activity across all fee lines. Bank card and ATM fees for the six months ended June 30, 2026 totaled $45.3 million, up $0.5$2.6 million, or 2%,6%, from the fourthsame quarterperiod of 2025 and $1.4 million, or 7%, from the first quarter ofin 2025. The linked quarter increase was driven primarily by merchant service fees and ATM fees. The year over yearyear-over-year increase is mostly attributable to interchange fees, due in-partin part to card focusedcard-focused marketing campaigns, and ATM fees, reflecting a marketmarketing adjustment on certain fees.

Investment and annuity fees and insurance commissions includes both fees earned from sales of annuity and insurance products, as well as managed account fees. Investment and annuity fees and insurance commissions totaled $12.6$14.6 million for the firstsecond quarter of 2026, relatively flat compared to the fourth quarter of 2025, and up $1.2$2.0 million, or 10%,16%, from the first quarter of 2025.2026. Linked-quarter,The smalllinked declinesquarter inincrease insurancewas commissions,largely driven by annuity salessales, andcorporate underwriting fees wereand largelyinvestment offsetmanagement byfees. anFor increasethe six months ended June 30, 2026, investment and annuity fees and insurance commissions totaled $27.2 million, up $5.2 million, or 23%, from the same period in fixed income trading fees.2025. The year over yearyear-over-year increase was largely driven by fixed income trading fees and investment management fees, partially offset by declinesa decline in annuity sales volume and underwriting fees.sales. Investment and annuity fee income can vary from period to period depending on market conditions, impacting demand for products and services and related fees.

Income from secondary mortgage market operations is comprised of income produced from the origination and sales of residential mortgage loans in the secondary market. We offer a full range of mortgage products to our customers and typically sell longer-term fixed-rate loans while retaining the majority of adjustable-rate loans, as well as loans generated through programs to support customer relationships. Secondary mortgage market operations income will vary based on mortgage application volume, pull through rates, the percentage of loans ultimately sold in the secondary market and the timing of such sales. Income from secondary mortgage market operations was $3.5$4.1 million in the second quarter of 2026, up $0.5 million, or 15%, from the first quarter of 2026, down $0.2 million, or 4%, from the fourth quarter of 2025, and up $0.1 million, or 2%, compared to the first quarter of 2025.2026. The linked quarter decreaseincrease was primarily attributable to aan decreaseincrease in mortgage loan production. ComparedFor the six months ended June 30, 2026, income from secondary mortgage market operations totaled $7.6 million, virtually flat compared to the firstsame quarterperiod in 2025, as the impact of 2025, an increase in mortgage loan production was mostly offset by a lowerdecline in the percentage of loans sold in the secondary market.

NetThere was no net gain or loss on securities transactions totaled $98.6 million forduring the firstsecond quarter of 2026, compared to a net loss ofon lesssecurities than $0.1 million in the fourth quartertransactions of 2025$98.6 and no gain or lossmillion in the first quarter of 2025.2026 The net loss in the current periodthat resulted from the sale of $1.5 billion of available for sale securitiessecurities. andThe sale reflects a strategic decision to restructure the portfolio to enhance future net interest income through deployment of the proceeds into higher-yielding instruments.

Income from bank-owned life insurance (BOLI) is typically generated through insurance benefit proceeds as well as the growth of the cash surrender value of insurance contracts held. Income from BOLI was $5.3$6.3 million for the firstsecond quarter of 2026, downup $0.1$1.0 million, or 3%, from the fourth quarter of 2025, and up $0.4 million, or 8%,20%, from the first quarter of 2025.2026. The linked quarter declineincrease was driven primarily by aan decreaseincrease in mortality gains thatand wasalso partially offset byreflects an increase in income from changechanges in cash surrender value. TheFor yearthe oversix yearmonths increaseended wasJune 30, 2026, income from BOLI totaled $11.6 million, up $1.4 million, or 14%, from the same period in 2025, driven by an increase in income from changechanges in cash surrender value that was partially offset by a decline in mortality gains.

Credit related fees include fees assessed on letters of credit and unused portions of loan commitments. CreditFor the three and six months ended June 30, 2026, credit related fees weretotaled $2.8 million forand $5.6 million, respectively. The linked quarter and year-over-year variances were virtually flat in relation to the firstrespective quartercomparative of 2026, down less than $0.1 million, or 2%, from both the fourth and first quarters of 2025, driven by a decline in unused commitment fees that is a function of line of credit availability and utilization.periods.

Income or loss from customer and other derivatives is largely from our customer interest rate derivative program. Income from customer and other derivatives totaled $1.0$0.4 million for the firstsecond quarter of 2026, down $1.2 million from the fourth quarter of 2025 and up $1.2$0.6 million from the first quarter of 2025.2026. The linked quarter decrease was largely attributable to the customer derivative program asand is a product of volume and mid-terminterest rate movement, aspartially welloffset asby a $0.5 million increase inlower losses resultingassociated fromwith assumption changes to the Visa Class B derivative liability. For the six months ended June 30, 2026, income from customer and other derivatives totaled $1.4 million, down $0.3 million from the same period in 2025. The yearyear-over-year overdecrease year increase iswas also reflectivedriven of changes in volume and interest rates and to a $0.2 increase in losses resulting from assumption changes toby the Visa Class Bcustomer derivative liability.program. Derivative income can be volatile and is dependent upon the composition of the portfolio, volume and mix of sales and termination activity, and market value adjustments due to market interest rate movement.

Net gains on sales of premises, equipment and other assets consist primarily of net revenue earned from sales of excess-bank owned facilities and equipment no longer in use, gains on sales of Small Business Administration (SBA) and other non-residential mortgage loans, and leases and other assets associated with the equipment finance line of business. Net gains on sales of premises, equipment and other assets totaled $2.0 million for the firstsecond quarter of 2026,2026 uptotaled $0.7$1.6 millionmillion, fromdown the$0.4 fourthmillion, quarteror of 2025, and $0.2 million20%, from the first quarter of 2025.2026. TheFor increasethe fromsix bothmonths comparativeended periodsJune was30, largely2026, driven bynet gains on sales of SBApremises, loans.equipment and other assets totaled $3.7 million, up $0.8 million, or 27%, from the same period in 2025. The level of net gains or losses on sales of these assets in a given reporting period will vary based on a variety of circumstances.

Other miscellaneous income is comprised of various items, including income from investments in small business investment companies (SBIC), dividends on Federal Home Loan Bank (FHLB) stock, and fees from loan syndication and other specialty lines of business. Other miscellaneous income totaled $6.3$3.4 million, down $0.9$2.9 million, or 13%, from the fourth quarter of 2025 and $1.4 million, or 18%,million from the first quarter of 2025.2026. The linked quarter decrease reflects declines in income from SBICs, syndication income and dividends on FHLB stock. For the six months ended June 30, 2026, other miscellaneous income totaled $9.7 million, down $1.8 million from the same period in 2025. The year over year decrease was largelydriven drivenprimarily by a $2.6 million decline in income from SBICs that was partlypartially offset by a $1.5 million increase in syndication fees and a $0.3 millionan increase in dividends on FHLB stock. The year to date decrease was largely driven by a $2.0 million decline in income from SBICs. SBIC income and syndication fees will vary from period to period, depending on activity.

Personnel expense consists of salaries, incentive compensation, long-term incentives, payroll taxes, and other employee benefits such as 401(k), pension, and insurance for medical, life and disability. Personnel expense totaled $127.1$130.2 million for the firstsecond quarter of 2026, up $4.6$3.0 million, or 4%, from the fourth quarter of 2025 and $12.8 million, or 11%,2%, from the first quarter of 2025.2026. The linked quarter increase was driven primarily driven by seasonal increases in payrollsalary taxesexpense as a result of annual merit increases and increased headcount, commissions and incentives associated with production, share-based compensation and certain employee benefits,benefits. These increases were partially offset by seasonal declines in payroll tax and alsocertain includesother increasedemployee commissions and incentives, increased headcountbenefits, and a lesserfavorable benefit from salary deferrals associated with lending activities.activity. TheseFor factorsthe weresix partiallymonths offsetended byJune decreases30, 2026, personnel expense totaled $257.3 million, up $26.5 million, or 11%, from the same period in bonus2025. andThe share-basedsix compensationmonths ended June 30, 2025 included $1.4 million of Sabal acquisition costs highlighted as supplemental disclosure items. Excluding the Sabal acquisition costs, personnel expense andfor the impactsix ofmonths twoended fewerJune payroll30, days.2026 was up $27.9 million, or 12%, from the same period in 2025. The year over yearyear-over-year increase reflects increases in most components of this category, and reflects both expected annual increases in salary, incentives, bonus and associated benefit costs, and incremental expense associated with increased headcount that includes both Sabal associates and additional hires of revenue-producing and facility management associates. Personnel expense associated with ongoing Sabal operations contributed approximately $2.0 million to the variance compared to the first quarter of 2025.

Occupancy and equipment expenses are primarily composed of lease expenses, depreciation, maintenance and repairs, rent, property taxes, and other equipment expenses. Occupancy and equipment expenses totaled $17.3$18.3 million for the second quarter of 2026, up $1.0 million, or 6%, from the first quarter of 2026, down $1.3 million, or 7%, from the fourth quarter of 2025, and $0.4 million, or 2%, from the first quarter of 2025. The linked quarter decrease was driven primarily byattributable ato declineincreases in facilitybuilding repair and maintenance expenses.and leased facility expense. For the six months ended June 30, 2026, occupancy and equipment expenses totaled $35.6 million, down $0.5 million, or 1%, compared to the same period in 2025. The year over yearyear-over-year decrease was driven by decreases in facility repair and maintenance and propertyoutsourced taxfacility expensesmanagement that were partially offset by an increase in leased facility expense.

Data processing expense includes expenses related to third party technology processing and servicing costs, technology project costs and fees associated with bank card and ATM transactions, and credit card reward expenses. Data processing expense was $32.8$31.7 million for the firstsecond quarter of 2026, updown $0.9$1.1 million, or 3%, from the fourth quarter of 2025, and $1.5 million, or 5%, from the first quarter of 2025.2026. The linked quarter increasedecrease was driven primarily by increasesdeclines in maintenance on bank owned software and thirdcertain partythird-party technology processing expenses, partially offset by an increase in activity-based card processing and rewards and rebate expenses. For the six months ended June 30, 2026, data processing expense totaled $64.5 million, down $0.2 million, or less than 1%, from the same period in 2025. The six months ended June 30, 2025 included $2.0 million of Sabal acquisition costs highlighted as supplemental disclosure items. Excluding the Sabal acquisition costs, data processing expense for the six months ended June 30, 2026 was up $1.8 million, or 3%, from the same period in 2025. The year over year increase was largely attributable to increases in certain third partythird-party technology processing, licensingprocessing and maintenance and also to activity-based fees including card processing and rewards and rebates,rebates expenses, partially offset by a decrease in amortization and maintenance on bank owned software. Data processing expense can vary from period to period, depending on business needs and technology enhancement initiatives.

Professional services expense includes accounting and audit, legal, consulting and certain outsourced service expense. Professional services expense for the firstsecond quarter of 2026 totaled $13.6$14.5 million, downup $1.5$0.9 million, or 10%, from the fourth quarter of 2025, and up $1.4 million, or 11%,7%, from the first quarter of 2025.2026. The linked quarter decreaseincrease was mostly attributable to legal fees, consulting fees, expenses associated with problem loan collections and outsourced service expenses. For the six months ended June 30, 2026, professional services expense totaled $28.1 million, down $0.5 million, or 2%, from the same period in 2025. The yearsix overmonths yearended June 30, 2025 included $1.5 million of Sabal acquisition costs highlighted as supplemental disclosure items. Excluding the Sabal acquisition costs, professional services expense for the six months ended June 30, 2026 was up $1.1 million, or 4%, from the same period in 2025. The year-over-year increase was largely attributable to costs associated with consulting and other professional services associated with stand-alone engagements, including process improvement projects. Professional services expense may vary from period to period, generally related to the timing of external service needs.