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

Our loan portfolios are concentrated in the United States. Accordingly, the recoverability of our loan portfoliosportfolios, our capacity to increase lending and our ability to increase the amount of loans outstanding and ouroverall results of operations and financial condition independ general are dependent to a significant extentsignificantly on the level of economic activity in the United States. Recessionary conditions in the United States economy would likely have a significant adverse impact on our business, financial condition, and results of operations.

We face, among others, the following risks in the event of an economic downturndownturns or another recessionrecessions:

•IncreasedAn increase or change in regulation of our industry. Compliance with such regulation has increased our costs and may affect the pricing of our products and services and limit our ability to pursue business opportunities.

•ReducedA reduction in demand for our products and services.

•InabilityAn inability of our borrowers to timely or fully comply with their existing obligations.

•The process we use to estimate losses inherent in our credit exposureexposure, which requires complex judgments, including forecasts of economic conditions and how those economic conditions might impair the ability of our borrowers to repay their loans.

•The degree of uncertainty concerning economic conditionsconditions, which may adversely affect the accuracy of our estimates, and which may, in turn, impact the reliability of the process and the sufficiency of our ALLL.

•Any worsening of economic conditionsconditions, which may delay the recovery ofimpact the financial industry and impact our financial condition and results of operations.

•Macroeconomic shocksshocks, which may impact the household income of our retail and corporate customers negatively and adversely affect the recoverability of our retail loans, resulting in increased loan and lease losses.

Despite the long-term expansion of the U.S. economy, some uncertainty remains regarding U.S. monetary policy and the future economic environment. There can be no assurance that economic conditions will continue to improve. Such economic uncertainty could have an adverse effect on our business and results of operations. A downturn of the economic expansion or failure to sustain the economic recovery would likely aggravate the adverse effects of these difficult economic and market conditions on us and on others in the financial services industry. In addition, as described in greater detail below, dislocations in international trade such as interruptions in international supply chains or implementation of tariffs may impact prices and demand for goods and services and lead to lower levels of business and possible declining creditworthiness of customers. Growing protectionism and trade tensions could have a negative impact on the U.S. and global economies, and impact our operating results, financial condition and prospects.

These concerns continue even as the global economy recovers. If countries with significant economies default on their debt or experience a significant widening of credit spreads, it may delay or weaken economic recovery, adversely affect financial institutions and bank systems related to that region, result in the exit of member states from organizations such as the Eurozoneadversely or contribute to other more severe economic andor financial conditions. If realized, these risk scenarios could contribute to severe stress and adverse consequences for global financial markets, likely affecting the economy and capital markets in the United States as well. In addition, public concern related to the ability of the U.S. government to agree on federal budgetary matters, or that the government may have a total or partial shutdown, may adversely affect the U.S. economy and increase the risk of economic instability or market volatility.

Increased disruption and volatility in the financial markets could have a material adverse effect on us, including our ability to access capital and liquidity on acceptable financial terms acceptable to us,terms, if at all. If capital markets financing ceasesbecomes to become available,unavailable, or becomes excessively expensive, we may be forced to raise the rates we pay on deposits to attract more customers and becomemay be unable to maintain certain liability maturities. Any such decreaseadverse impact in capital markets funding availability or increased costs or in deposit rates could have a material adverse effect on our net interest margins and liquidity.

Negative and fluctuating economic conditions, such as a changing interest rate environment, impact our profitability by causing lending margins to decrease and leading to decreased demand for higher margin products and services. Negative and fluctuating economic conditions could also result in government defaults on public debt. This could affect us in two ways: directly, through portfolio losses, and indirectly, through instabilities that a default on public debt could cause to the banking system as a whole, particularly since commercial banks' exposure to government debt is high in certain Latin American and European regions or countries.whole.

In addition, our revenues are subject to risk of loss from unfavorable political and diplomatic developments, social instability, and changes in governmental policies, international ownership legislation, interest rate caps and tax policies. ForThe example,U.S. Presidential administration has taken multiple actions in 2025 a new U.S. presidential administration took office. In recent months, commentary by certain people associated with the newpast administration suggestsyear that it may seek to reduce or eliminate incentives for manufacturers and consumers of electric vehicles and the building of new wind and solar farms for the production of wind energy. For example, the OBBBA accelerated the end of the federal electrical vehicle tax credit to September 2025, earlier than previously planned. The OBBBA also accelerated the termination of tax credits for wind and solar energy facilities. Various executive orders and other actions during 2025 resulted in additional de-emphasis and reduced government support for renewable energy projects, such as declaring a national energy emergency and directing government bodies to facilitate expedited permitting for energy sources other than wind and solar energy, crude oil and natural gas, and withdrawing from wind energy leasing projects within the offshore continental shelf. Our businesses include financing the sale of electric vehicles and financing the creation of renewable energy developments such as wind farms. Governmental policies that disincentivize these industries and projects could therefore lead to reductions in our revenue.revenue Inin general,these growth,areas. Growth, asset quality and profitability may be affected by volatile macroeconomic and political conditions.

Regulation of the Company as a BHC includes limitations on permissible activities. Moreover, the Company and SBNA are required to perform stress tests and submit capital plans to the Federal Reserve and the OCC. The Federal Reserve may also impose substantial fines and other penalties and enforcement actions for violations we may commitcommit, and has the authority to disallow acquisitions we or our subsidiaries may contemplate, which may limit our future growth plans. Such constraints currently applicable to the Company and its subsidiaries and/or regulatory actions could have an adverse effect on our business, financial condition and results of operations.

From time to time, we are or may become subject to or involved in formal and informal reviews, investigations, examinations, proceedings, and information gathering requests by federal and state government agencies, including, among others, the FRB,Federal Reserve, the OCC, the CFPB, the FDIC, the DOJ, the SEC, FINRA, the Federal Trade Commission and various state regulatory and enforcement agencies.

Under regulations issued by the Federal Reserve and the FDIC, and as required by Section 165(d) of the DFA, we and Santander must provide to the Federal Reserve and the FDIC a Section 165(d) Resolutionresolution Planplan that requires substantial effort, time, and cost to prepare. The purpose of this DFA provision is to provide regulators with plans that would enable them to resolve failing financial companies that pose a significant risk to the financial stability of the United States in a manner that mitigates such risk. TheAs a result of the Economic Growth, Regulatory Relief, and Consumer Protection Act and changes to applicable regulations, Santander is a triennial reduced filer. Santander filed its most recently filed Sectionrecent 165(d) Resolutionplan Planin bythe Santander, dated asform of Junea 30,reduced 2022,resolution providesplan on July 1, 2025. Resolution plans provide a roadmap for the orderly resolution of the material U.S. operations of Santander under hypothetical stress scenarios and the failure of one or more of its U.S. MEs. MEs are defined as subsidiaries or foreign offices of Santander that are significant to the activities of a critical operation or core business line. The U.S. MEs identified in the 20222025 Resolution Plan include, among other entities, the Company, SBNA and SC.

IfIf, after reviewing ourthe Section 165(d)2025 Resolution Plan and any related submissions, the Federal Reserve and the FDIC jointly determine that we failed to cure identified deficiencies, they may jointly impose more stringent capital, leverage or liquidity requirements, restrictions on our growth, activities or operations, or even divestitures, which could have an adverse effect on our business.

The Company is subject to stress testing and capital planning requirements under regulations implementing the DFA and other banking laws and policies. Under such rules, the Federal Reserve expects BHCs such as the Company to have sufficient capital to withstand a highly adverse operating environment and to be able to continue operations, maintain ready access to funding, meet obligations to creditors and counterparties, and serve as credit intermediaries. In addition, the Federal Reserve evaluates the planned capital actions of BHCs, including capital distributions such as dividend payments or stock repurchases. As a Category IV IHC under Federal Reserve regulations, we are required to submit a capital plan to the Federal Reserve on an annual basis. We are also subject to supervisory stress testing on a two-year cycle. Our categorization as a Category IV IHC could change depending on the scope and composition of our activities.activities and the completion of strategic transactions and acquisitions. If thisour categorization changes,changes to be a Category III IHC, we would be subject to enhanceincreased prudentialrequirements standardssuch tailoredas annual stress tests by the Federal Reserve to determine our capital adequacy and more stringent liquidity and risk profile.management practices. Such changes could result in increased costs and required investment in compliance resources.

As noted above, our business and operations are subject to significant rules and regulations relating to the banking and financial services business. These apply to business operations, affect financial returns, and include reserve and reporting requirements, and the conduct of our business. These requirements are established by the relevant central banks and regulatory authorities that authorize, regulate and supervise us in the jurisdictions in which we operate.requirements. The relationship between the Company and its customers is also regulated extensively under federal and state consumer protection laws. Among other things, these laws prohibit unfair, deceptive and abusive trading practices, require disclosures of the cost of credit, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, and restrict our ability to raise interest rates.

Some of the regulators focus strongly on consumer protection and on conduct risk. This has included a focus on the design and operation of products, the behavior of customers and the operation of markets. Some of the laws in the relevant jurisdictions in which we operate give regulators the power to make temporary product intervention rules either to improve a company's systems and controls in relation to product design, product management and implementation, or address problems identified with financial products. These problems may potentially cause significant detriment to consumers because of certain product features, governance flaws or distribution strategies. Such rules may prevent institutions from entering into product agreements with customers until such problems have been solved. Some regulators in the jurisdictions in which we operate also require us to be in compliance with training, authorization and supervision of personnel, systems, processes and documentation requirements. Sales practices with retail customers, includingsuch as incentive compensation structures related to such practices, have recentlypreviously been a focus of various regulatory and governmental agencies. If we fail to be compliant with such regulations, there would be a risk of an adverse impact on our business from sanctions, fines or other actions imposed by regulatory authorities.

Customers may seek redress if they consider that they have suffered loss as a result of mis-selling of a particular product, or through incorrect application of the terms and conditions of a particular product. In light of the inherent unpredictability of litigation and the evolution of judgments by the relevant authorities, it is possible that an adverse outcome in some matters could harm our reputation or have a material adverse effect on our operating results, financial condition and prospects arising from any penalties imposed or compensation awarded, together with the costs of defending such actions, reducing our profitability.

As noted above, we face risk of loss from legal and regulatory proceedings, including tax proceedings that could subject us to monetary judgments, regulatory enforcement actions, fines and penalties. The current regulatory environment reflects an increased supervisory focus on enforcement, combined with uncertainty about the evolution of the regulatory regime, and may lead to material operational and compliance costs. In general, amounts financial institutions pay in settlements of regulatory proceedings or investigations and the severity of terms of regulatory settlements have been increasing. In certain cases, regulatory authorities have required criminal pleas, admissions of wrongdoing, limitations on asset growth, managerial changes, and other extraordinary terms as part of such settlements, all of which could have significant economic consequences for a financial institution.

Often, the announcement or other publication of claims or actions that may arise from such litigation and regulatory proceedings or of any related settlement may spur the initiation of similar claims by other customers, clients or governmental entities. In any such claim or action, demands for substantial monetary damages may be asserted against us and may result in financial liability, changes in our business practices or an adverse effect on our reputation or client demand for our products and services. In regulatory settlements since the financial crisis, fines imposed by regulators have increased substantially and may in some cases exceed the profit earned or harm caused by the breach.

In many cases, we are required to self-report inappropriate or non-compliant conduct to regulatory authorities, and our failure to do so may represent an independent regulatory violation. Even when we promptly bring matters to the attention of appropriate authorities, we may nonetheless experience regulatory fines, liabilitiesliability to clients, harm to our reputation or other adverse effects in connection with self-reported matters.

We are required to comply with anti-money laundering, anti-terrorism and other laws and regulations in the jurisdictions in which we operate. These laws and regulations require us, among other things, to adopt and enforce “know-your-customer” policies and procedures and to report suspicious and large transactions to applicable regulatory authorities. These laws and regulations have become increasingly complex and detailed, require improved systems and sophisticated monitoring and compliance personnel, and have become the subject of enhanced government supervision.

These require implementing and embedding effective controls and monitoring within our business and on-going changes to systems and operations. Financial crime is continually evolving and subject to increasingly stringent regulatory oversight and focus. Even known threats can never be fully eliminated, and there will be instances in which we may be used by other parties to engage in money laundering or other illegal or improper activities. To the extent we fail to comply fully comply with applicable laws and regulations, the relevant government agencies to which we report have the authority to impose fines and other penalties on us. Further, U.S. bank regulators are required, when reviewing bank and BHC acquisition or merger applications, to take into account the effectiveness of our compliance with anti-money laundering regulations. In addition, our business and reputation could suffer if customers use our banking network for money laundering or other illegal or improper purposes.

AnChanges in taxes and other assessments and incorrect interpretationinterpretations of tax laws and regulations may adversely affect us.us adversely.

Our loan and lease loss reserves are based on our current assessment of and expectations concerning various factors affecting the quality of our loan portfolio. These factors include, among other things, our borrowers’ financial condition, repayment abilities and repayment intentions, the realizable value of any collateral, the prospects for support from any guarantor, government macroeconomic policies, interest rates and the legal and regulatory environment. Our loan and lease loss reserves may also be influenced by other factors such as the degree that our loan portfolios are concentrated by loan type, industry segment, borrower type or location of the borrower or collateral. Such concentrations could increase the possibility that similarly situated borrowers and their collateral may collectively be affected by certain economic or market conditions or events such as, for exampleexample, natural or man-made disasters. Many of these factors are beyond our control. As a result, there is no precise method for predicting loan and credit losses, and there can be no assurance that our current or future loan and lease loss reserves will be sufficient to cover actual losses. If our assessment of and expectations concerning the above-mentioned factors differ from actual developments, if the quality of our total loan portfolio deteriorates for any reason, including an increase in lending to individuals and small and medium enterprises, a volume increase in our credit card portfolio or the introduction of new products, or if future actual losses exceed our estimates of expected losses, we may be required to increase our loan and lease loss reserves, which may adversely affect us.us adversely. If we were unable to control or reduce the level of our non-performing or poor credit quality loans, this also could have a material adverse effect on us.

The value of the collateral securing our loan portfolio may fluctuate or decline due to factors beyond our control, including as a result of macroeconomic factors affecting the United States. The value of the collateral securing our loan portfolio may be adversely affected by force majeure events such as natural disasters (including as a result of climate change), particularly in locations in which a significant portion of our loan portfolio is composed of real estate loans. Natural disasters such as earthquakes and floods may cause widespread damage, which could impair the asset quality of our loan portfolio and have an adverse impact on the economy of the affected region. We also may not havelack sufficiently recent information on thecollateral value of collateral,values, which may result in an inaccurate assessment of impairment losses of our loans secured by such collateral. If any of the above were to occur, we may need to make additional provisions to cover actual impairment losses on our loans, which may materially and adversely affect our results of operations and financial condition.

In addition, the auto industry technology changes, accelerated by environmental rules, could affectface supply chain disruption and shortages of batteries, semi-conductors and other components linked to geopolitical tensions, conflicts and macroeconomic uncertainty, affecting guarantees, residual used car value and loan delinquencies. Although we monitor our auto consumerportfolios business,and particularlydealers theand residualhave valueslaunched ofspecific leasedaction vehicles,plans whichto address particular issues, these structural changes and disruptions could have a material adverse effect on our operating results, financial condition and prospects.

Our cost of obtaining funding is directly related to prevailing market interest rates and our credit spreads. Increases in interest rates and our credit spreads can significantly increase the cost of our funding. ChangesVariations in our credit spreads are market-driven and may be influenced by market perceptions of our creditworthiness.creditworthiness and general market conditions. Changes to interest rates and our credit spreads occur continuously and may be unpredictable and highly volatile.

We rely, and will continue to rely, primarily on deposits to fund lending activities. The ongoing availability of this type of funding is directly related to our solvency and the success of our policies.policies It is alsoand sensitive to a variety of factors outside our control, such as general economic conditions and the confidence of depositors in the economy in general, and the financial services industry in particular, as well as competition among banks and non-banks for deposits. Online and mobile banking services may allow customers to withdraw their deposits or send funds to other accounts with short notice. Additionally, account owners with uninsured deposits may be more likely to withdraw their deposits. Any of these factors could significantly increase the amount of significant deposit withdrawals in a short period of time, thereby reducing our ability to access deposit funding in the future on appropriate terms, or at all. If these circumstances were to arise, they could have a material adverse effect on our operating results, liquidity, financial condition and prospects. Difficulties or liquidity issues faced by certain financial entities could cause withdrawals of deposits from those entities and volatility in U.S. and international markets. The spread or potential spread of these or other issues to the broader financial sector could have a material adverse impact on our operating results, financial condition and prospects.

We anticipate that our customers will continue to make deposits (particularly demand deposits and short-term time deposits) in the near future, and we intend to maintain our emphasis on the use of banking deposits as a source of funds. While we expect the implementation of SBNA’s new online banking platform Openbank will facilitate our acquisition of additional deposits, there can be no assurance that we will be able to implement and integrate this system with our other banking systems seamlessly and efficiently. Moreover, theThe short-term nature of some deposits could cause liquidity problems for us in the future if deposits are not made in the volumes we expect or are not renewed. If a substantial number of our depositors withdraw their demand deposits, or do not roll over their time deposits upon maturity, we may be materially and adversely affected.

Credit, market and liquidity risk may have an adverse effect on our credit ratings and our cost of funds. Any downgrading in our credit ratingratings would likely increase our cost of funding, require us to post additional collateral or take other actions under some of our derivative contracts and adversely affect our interest margins and results of operations.

Any downgrade in our or Santander's debt credit ratings would likely increase our borrowing costs and require us to post additional collateral or take other actions under some of our derivative'sderivative contractscontracts, and could limit our access to capital markets and adversely affect our commercial business. For example, a ratings downgrade could adversely affect our ability to sell or market certain of our products, engage in certain longer-term and derivatives transactions and retain customers, particularly customers who need a minimum rating threshold in order to invest. In addition, under the terms of certain of our derivatives contracts, we may be required to maintain a minimum credit rating or terminate the contracts. Any of these results of a ratings downgrade, in turn, could reduce our liquidity and have an adverse effect on us, including our operating results and financial condition.

There can be no assurance that the rating agencies will maintain their current ratings or outlooks.outlooks on us. In general, the future evolution of our ratings will be linked, to a large extent, to the macroeconomic outlook and toon the impact of significant events on our asset quality, profitability and capital. Failure to maintain favorable ratings and outlooks could increase theour cost of funding and adversely affect our net interest margins, which could have a material adverse effect on us.

Market risk refers to the probability of variations in our net interest income or in the market value of our assets and liabilities due to volatility of interest rates, exchange rates and/or equity prices. Economic activities exposed to market risk include (i1) transactions where risk is assumed as a consequence of potential changes in interest rates, inflation rates, exchange rates, stock prices, credit spreads, commodity prices, volatility and other market factors; (ii2) the liquidity risk from our products and markets; and (iii3) the balance sheet liquidity risk. Market risk affects (i1) our interest income / (charges); (ii2) the market value of our assets and liabilities, in particular of our securities holdings, loans and deposits, and derivatives transactions; and (iii3) other areas of our business such as the volume of loans originated or credit spreads.

Interest rate risk arises from movements in interest rates that reduce the value of a financial instrument or portfolio. It can affect loans, deposits, debt securities, most assets and liabilities held for trading, and derivatives. Interest rates are highly sensitive to many factors beyond our control, including increasedmonetary regulationpolicies, ofregulatory actions affecting the financial sector, monetary policies, domestic and international economic and political conditions, and other factors. Variations in interest rates could affect our net interest income, which comprisesconstitutes the majority of our revenue, reducingand could reduce our growth rate andor potentially resultingresult in losses. This is a result of the different effect a change in interest rates may have on the interest earned on our assets and the interest paid on our borrowings. In addition, we may incur costs (which, in turn, will impactaffect our results) as we implement strategies to reduce future interest rate exposure.

Governmental and regulatory authorities throughout the world implemented fiscal and monetary policies and initiatives to mitigate the effects of the pandemic on the economy and individual businesses and households. These fiscal and monetary policy measures accelerated the economic recovery in 2021, but in turn significantly increased public debt and introduced risks of economic overheating in certain countries. In 2022, inflationary pressures intensified due to a number of factors, including the revitalization of demand for consumer goods, labor shortages, supply chain issues, and the rise in the prices of energy, oil, gas and other commodities exacerbated by the war in Ukraine. In an effort to contain inflation, central banks increased interest rates during 2022 and 2023, contributing to a slowdown of the global economy. DuringAfter a period of persistent high inflation worldwide, from 2023 and 2024,onwards inflation slowlygradually converged towards central banks'banks’ objectives, allowingenabling centralinterest banksrate to reduce rates beginningcuts in mid-2024.the Prolongedsecond half of 2024 and throughout 2025. Markets remain focused on the timing and extent of policy rate moves because of their impact on economic growth. A return to periods of high inflation could resulthalt inor higherreverse the recent interest rate cuts, increase our operating costs, aand decreasereduce in thehouseholds’ purchasing powerpower, ofleading familiesto with a consequent increase inhigher delinquencies in our credit portfolios, and lower economic growth derived from the tightening ofas monetary and fiscal policies aimedtighten. atConversely, containingfaster-than-expected inflation,monetary amongeasing othercould risks,compress anymargins through higher deposit betas and deposit-mix shifts. Any of whichthese developments could have a material adverse effect on our operations, financial condition and prospects.

The execution and performance of derivatives transactions depend on our ability to maintain adequate control and administration systems and to hire and retain qualified personnel. Moreover, our ability to adequately monitor, analyze and report derivatives transactions adequately continues to depend, to a great extent, on our IT systems. These factors further increase the risks associated with these transactions and could have a material adverse effect on us.

Risk management is an integral part of our activities. We seek to monitor and manage our risk exposure through a variety of separate but complementary financial, credit, market, operational, compliance and legal reporting systems. We must also maintain a culture of risk management among our employees. Although we employ a broad and diversified set of risk monitoring and risk mitigation techniques, such techniques and strategies may not be fully effective inat mitigating our risk exposure in all economic market environments or against all types of risk,risks in our economic or market environments, including risks that we may fail to identify or anticipate.

Some of our tools and metrics for managing risk are based on our use of observed historical market behavior. We apply statistical and other tools to these observations to arrive at quantifications of our risk exposures. These tools and metrics may fail to predict future risk exposures. These risk exposures could, for example, arise from factors we did not anticipate or correctly evaluate in our statistical models. ThisAs woulda limitresult, our ability to manage our risks. Our losses therefore could be significantly greater than the historical measures indicate. In addition, our statistical models do not take all risks into account. Our approach to managing risks could prove insufficient, exposing us to material unanticipated losses. We could face adverse consequences as a result of decisions based on models that are poorly developed, implemented, or used, or as a result of a modeled outcome being misunderstood or used of for purposes for which it was not designed, or if the data or inputs of the models were incorrect or insufficient. In addition, if existing or potential customers believe our risk management is inadequate, they could take their business elsewhere or seek to limit transactions with us. This could have a material adverse effect on our reputation, operating results, financial condition, and prospects.

As a commercial bank, one of the main types of risks inherent in our business is credit risk. For example, an important feature of our credit risk management is tothe employuse of an internal credit rating to assess the particular risk profile of a customer. Since this process involves detailed analyses of the customer, taking into account both quantitative and qualitative factors, it is subject to human and IT systems errors. In exercising their judgment on the current and future credit risk of our customers, our employees may not always assign an accurate credit rating, which may result in a higher exposure to credit risks than indicated by our risk rating system.

We use models for approval (scoring/rating), capital calculation, behavior, provisions, market, operational risk, compliance and liquidity. A model is a system, approach or quantitative method that applies statistical, economic, financial or mathematical theories, techniques or hypotheses to transform input data into quantitative estimates. It involves simplified representations of real-worldreal world relationships between characteristics, values and observed assumptions that allows us to focus on specific aspects. Model risk is the negative consequence of decisions based on their inaccurate, improper or incorrect use. Sources of model risk include (1i1) incorrect or incomplete data in the model itself or the modelling method used in systems; and (2ii2) incorrect use or implementation of the model.

Model risk can cause financial loss, erroneous commercial and strategic decision-making and /or damage to our transactions. In addition, the fair value of our financial assets, determined using financial valuation models, may be inaccurate or subject to change and, as a consequence, we may have to registerrecognize impairments or write-downs that could have a material adverse effect on our operating results, financial condition and prospects. Market conditions have resulted and could result in material changes to the estimated fair values of our financial assets. Negative fair value adjustments could have a material adverse effect on our operating results, financial condition and prospects.

Market turmoil and economic recession could materially and adversely affect the liquidity, businesses and/or financial condition of our borrowers, which could in turn increase our NPL ratios, impair our loanloans and other financial assets and result in decreased demand for borrowings in general. Any of the conditions described above could have a material adverse effect on our business, financial condition and results of operations.

SHUSA is the parent holding company of SBNA, a national banking association; SC, a consumer finance company headquartered in Dallas, Texas; BSI, a wholly-owned subsidiary of SBNA, a financial services company headquartered in Miami, Florida that offers a full range of banking services to foreign individuals and corporations based primarily in Latin America; SanCap, an institutional broker-dealer headquartered in New York,York which has significant capabilities in market-making via an experienced fixed-income sales and trading team and a focus on structuring and advisory services for asset originators in the real estate and specialty finance markets; SSLLC, a broker-dealer headquartered in Boston, Massachusetts; and several other subsidiaries. SHUSA is headquartered in Boston and SBNA's home office is in Wilmington, Delaware. SSLLC is a registered investment adviser with the SEC. SHUSA's two largest subsidiaries by asset size and revenue are SBNA and SC. SHUSA is a wholly-owned subsidiary of Santander. On December 30, 2025 SBNA filed applications with the FDIC and OCC for approval to merge Santander Consumer USA Holdings Inc., a consumer finance company headquartered in Dallas, Texas and a wholly-owned subsidiary of SHUSA into SBNA, with SBNA to be the surviving entity.

The Company specializes in banking and consumer finance. Its consumer financing is focused on vehicle finance, servicing of third-party vehicle financing, and delivering service to dealers and customers across the full credit spectrum. This includes indirect origination and servicing of vehicle loans and leases, principally through manufacturer-franchised dealers in connection with their sale of new and used vehicles to retail consumers, origination of vehicle loans through a web-based direct lending program, purchases of vehicle loans from other lenders, and servicing of automobile and recreational and marine vehicle portfolios for other lenders. The Company sells consumer vehicle loans and leases through flow agreements and, when market conditions are favorable, it accesses the ABS market through securitizations of consumer vehicle loans and leases.

SinceFrom May 2013,2013 to July 2025, under the MPLFA with Stellantis, the Company has operated as Stellantis' preferred provider for consumer loans, leases and dealer loans and provides services to Stellantis customers and dealers under the CCAP brand. InOn theJuly second28, quarter of 2022, the Company announced it had reached an agreement with Stellantis to amend and extend2025, the MPLFA throughwas Decemberterminated 2025.effective InSeptember June15, 2022,2025, except for certain trailing obligations for revenue- and risk-sharing on originations up to the Companytermination's launchedeffective a preferred lender, full spectrum financing program in partnership with MMNA to provide customer and dealer financing programs that will help MMNA achieve its goal of improving the car-buying experience.date.

In addition to specialized consumer finance, the Company also attracts deposits and provides other retail banking services through its network of retail branches with locations in Connecticut, Delaware, Florida, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, and Rhode Island and originates small business, middle market, large and global commercial loans, multifamily loans, construction loans and other consumer loans and leases throughout the United States, with a focus on the Mid-Atlantic and Northeastern areas of the United States.region. The Company also acquires deposits nationally through SBNA's online Openbank platform. For large institutional investors, the Company provides structured products, emerging markets credit and U.S. investment grade credit, U.S. rates, short-term fixed-income, debt and equity capital markets, investment banking, exchange-traded derivatives, and cash equities, benefiting from a combination of Santander’s global reach and access to financial hubs together with extensive local market knowledge and regional expertise.

The unemployment rate at December 31, 20242025 was 4.1%4.4% compared to 3.7%4.4% at September 30, 2025 and 4.1% one year ago. According to the U.S. Bureau of Labor Statistics, employment trendedcontinued to trend up in government,food services, health care, and social assistance.assistance, offset by retail and trade.

At its December 20242025 meeting, the FOMC lowered the federal funds rate target range to 4.25%3.25% - 4.50%. The FOMC continues to focus its policy making on maximum employment and achieving a 2.0% inflation target rate.3.75%.

The ten-year Treasury bond rate at December 31, 20242025 was 4.57%,4.16%, updown from 3.87%4.57% at December 31, 2023.2024.

The activities of the Company and its subsidiaries are subject to regulation under various U.S. federal laws and regulatory agencies which impose regulations, supervise and conduct examinations, and may affect the operations and management of the Company and its ability to take certain actions, including making distributions to our parent, Santander. The Company is regulated on a consolidated basis by the Federal Reserve, including the FRB of Boston, and the CFPB. The Company's subsidiaries are further supervised by the OCC, the FRB of Atlanta, and the New York Department of Financial Services. Refer to the Company’s Annual Report on Form 10-K as of December 31, 2024 for more information on regulatory and supervisory matters affecting the Company and its subsidiaries.

The DFA requires the Company to prepare and update resolution plans. The 165(d) resolution plan must assume that the covered company is resolved under the U.S. Bankruptcy Code and that no “extraordinary support” is received from the U.S. or any other government. The most recent 165(d) resolution plan was submitted to the Federal Reserve and FDIC in JuneJuly 2022.2025. In addition, under amended FDIA rules, the IDI resolution plan rule requires that a bank with assets of $50 billion or more develop a plan for its resolution that supports depositors’ rapid access to their insured deposits, maximizes the net present value return from the sale or disposition of its assets, and minimizes the amount of any loss realized by creditors in resolution.

OnIn July 28, 2023, the Federal Reserve and FDIC issued an NPR that would require banks with total assets of $100 billion or more to maintain a layer of long-term debtLTD from the holding company to improve financial stability by increasing the resolvability and resiliency of such institutions. By requiring each such large bank to maintain a minimum amount of long-term debtLTD to absorb losses, the proposal would increase the options available to resolve such banks in case of failure. Additionally, by reducing the risk that uninsured depositors would face losses, long-term debtLTD can reduce the speed and severity of bank runs and limit the risk of contagion when a bank is under stress. The proposal would provide a three-year phase-in period and would also allow certain outstanding long-term debtLTD to count toward the minimum requirements to provide banks with a reasonable period to transition to the required characteristics of eligible long-term debtLTD instruments. Comments on the proposal were due on November 30, 2023. SHUSA remains subject to the TLAC requirements discussed below.

OnIn October 18,October, 2022, the FDIC adopted a final rule, applicable to all IDIs, to increase the initial base deposit insurance assessment rate schedules uniformly by two basis points consistent with the amended restoration plan approved by the FDIC onin June 21,June, 2022. The FDIC indicated that it was taking this action in order to restore the DIF reserve ratio to the required statutory minimum of 1.35% by the statutory deadline of September 30, 2028. The FDIC indicated that the reserve ratio had declined below this level because of the increase in insured deposits since the start of the pandemic and other factors that affect the level of the DIF. Under the final rule, the increase in rates began with the first quarterly assessment period of 2023 and will remain in effect unless and until the reserve ratio meets or exceeds 2% in order to support growth in the DIF in progressing toward the FDIC’s long-term goal of a 2% reserve ratio. The increase in assessment rates applies to SBNA.

The recent failure of several large U.S. banking institutions has led to increased market uncertainty. Under the FDIA, the loss to the DIF arising from the use of the systemic risk exception must be recovered through one or more special assessments on IDIs, depository institution holding companies, or both, as the FDIC determines to be appropriate. On May 11, 2023, the FDIC issued for public comment a proposed rule to impose a special assessment on IDIs to recover the loss to the DIF resulting from the use of the systemic risk exception to protect the uninsured depositors of the failed U.S. banking institutions. The final rule was issued onin November 16,November, 2023. Under the final rule, the FDIC would collect a special assessment from IDIs at a quarterly rate of approximately 3.36 basis points over eight quarterly assessment periods, starting with the first quarterly assessment period of 2024. In June 2024, the FDIC added an additional assessment to be collected at a quarterly rate of approximately 2.34 basis points over an additional two quarters, resulting in an additional accrual of $10.7 million that was recorded during the second quarter of 2024.quarters. The assessment base for the special assessment is equal to an IDI’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion in estimated uninsured deposits held by the IDI. The special assessment is a tax-deductible operating expense for IDIs, and the effect on income of the entire amount of the special assessment will occur in one quarter for the IDIs subject to the assessment. The total impact of the special assessment is $72.1 million.

Regulation AB II, among other things, expanded disclosure requirements and modified the offering and shelf registration process for ABS. SC and SBNA must comply with these rules, which impact all offerings of publicly registered ABS and all reports under the Exchange Act,Act for outstanding publicly-registered ABS, and affect the Company's public securitization platform.

This MD&A is based on the Consolidated Financial Statements and accompanying notes that have been prepared in accordance with GAAP. The significant accounting policies of the Company are described in Note 1 to the Consolidated Financial Statements. The preparation of financial statements in accordance with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and accordingly, have a greater possibility of producing results that could be materially different than originally reported. However, the Company is not currently aware of any likely events or circumstances that would result in materially different results. Management identified accounting for the ACL, estimates of expected residual values of leased vehicles subject to operating leases, goodwill, and goodwillfair value as the Company's most critical accounting estimates, in that they are important to the portrayal of the Company's financial condition and results and require management’s most difficult, subjective and complex judgments as a result of the need to make estimates about the effects of matters that are inherently uncertain.

As described in Note 1 and Note 3 to the Consolidated Financial Statements, the ACL is measured using the CECL model, which is based on information derived from historical experience, current conditions, and prospective information that requires the use of significant judgment by management. The model includes both quantitative and qualitative factors with key inputs from unemployment data, the HPI, GDP growth rates, and used vehicle index growth rates, along with certain loan level characteristics all used to predict the likelihood of borrower default. Management applies qualitative factors to capture risks not addressed by the key inputs such as temporary or recent unique market disruptions impacting trends in delinquencies and used vehicle prices. While management uses the best information available to make such evaluations, future adjustments to the ACL may be necessary if conditions differ substantially from these assumptions used in making the evaluations.

The Company generally uses a third-party vendor's consensus baseline macroeconomic scenario for the quantitative estimate and additional positive and negative macroeconomic scenarios to make qualitative adjustments for macroeconomic uncertainty and considersconsider adjustments to macroeconomic inputs and outputs based on market volatility. The baseline scenario was based on the latest consensus forecasts available, which reflectsassumes growthan inincreasing the U.S. economy and a stable employmentunemployment rate (which is a key driver toof losses). Downsideand other macroeconomic uncertainties due to tariffs and other trade policies of the U.S. and its global trading partners. Additional downward risks continue to exist due to uncertainties related to increasing consumer indebtedness, and restricted job growth undermining consumer spending and growth. Using the weighted-average of a range of economic forecast scenarios, we estimated at December 31, 20242025 that the unemployment rate is expected to be approximately 5.2%5.5% at the end of 2025.2026. In comparison, at December 31, 2023,2024, management previously estimated the unemployment rate using the weighted-average of our economic forecast scenarios to be 5.0%5.2% at the end of 2024.2025. Additionally, the weighted used vehicle index, where a higher number corresponds to a higher used car price at auction, was estimated at December 31, 2025 to be approximately 215 at the end of 2026, compared to our estimate at December 31, 2024 to be approximately 194 at the end of 2025, compared to our estimate at December 31, 2023 to be approximately 201 at the end of 2024. While the economy saw significant recovery in 2023 and into 2024, there is still considerable uncertainty regarding overall lifetime loss estimates due to persistent inflation and high interest rates.2025. The scenarios used by the Company are periodically updatedre-assessed over a reasonable and supportable time horizon with weightings assigned by management and approved through the established governance process.

The Company periodically evaluates its investment in operating leases for impairment if circumstances, such as a systemic and material decline in used vehicle values, occurs. These circumstances could include, for example, a decline in the residual value of our lease portfolio due to an event caused by shocks to oil and gas prices (which may have a pronounced impact on certain models of vehicles) or pervasive manufacturer defects (which may systemically affect the value of a particular brand or model). Impairment is determined to exist if the fair value of the leased asset is less than its carrying value and it is determined that the net carrying value is not recoverable. If a material decline in the used vehicle price were to occur rapidly near the end of the lease term, there may not be adequate time for the remaining adjusted depreciation to account for such decline, and an impairment charge could be necessary. The net carrying value of a leased asset is not recoverable if it exceeds the sum of the undiscounted expected future cash flows expected to result from the lease payments and the estimated residual value upon eventual disposition. The expected future cash flows include residual guarantee amounts from OEMs, if applicable. If our operating lease assets are considered to be impaired, the impairment is measured as the amount by which the carrying amount of the assets exceeds the fair value as estimated by DCF.value. No such impairment was recognized in 2025, 2024, 2023, or 2022.2023.

Net interest income decreasedincreased $297.8$375.3 million for the year ended December 31, 20242025 compared torespectively, the year ended December 31, 2023.2024. The mostprimary significantdrivers factorsof contributingthese tochanges thisare changesummarized were as followsbelow:

•Loans – Interest income on loans increaseddecreased $309.7$223.5 million for the year ended December 31, 2024 compared to the correspondingsame period in 2023.2024. This change iswas primarily attributable to a decrease in average loan volumevolumes of $376.3$435.2 millionmillion, andpartially anoffset increaseby inhigher average loan rates $211.7 million. Refer to the “Loan Portfolio” section of $686.0this million.MD&A for further discussion of loan balances.

•Interest-earning deposits – Interest income on interest-earningInterest-earning deposits increased $135.9$10.6 million for the year ended December 31, 2024 compared to the corresponding period in 2023.2024. This change is attributable to an increase inreflected higher average interest-bearingdeposit deposits volumevolumes of $194.9$42.9 millionmillion, andpartially aoffset decreaseby inlower average rates of $59.0$32.2 million. This change is primarily driven by the changing interest rate environment.

•Securities purchased under resale agreements – Interest and fees on federal funds sold and securities purchased under resale agreements ordecreased similar$1.1 arrangements increased $371.6 millionbillion for the year ended December 31, 2024year, compared to the correspondingsame period in 2023.2024. This changedecrease is attributable to an increase inlower average investmentvolumes securities volume of $122.3$650.9 million and an increase inlower average rates of $249.3$456.8 million.

•Investment securities – Interest income on investment securities increased $293.8$291.1 million for the year ended December 31, 2024 compared to the corresponding period in 2023.2024.This Thisdecrease change iswas attributable to an increase inhigher average investment securities volumevolumes of $175.1$355.1 million and an increase inlower average rates of $118.8$64.0 million. ThisBoth changeincreases iswere primarily driven by anhigher increase inmarket interest rates during the year.rates.

•Deposits and related customer accounts – Interest expense on deposits and related customer accounts increaseddecreased $515.3$179.5 million for the year ended December 31, 2024, compared to the corresponding period in 2023.2024. This changedecrease iswas attributable to ana increase inlower average interest-bearing deposits volume of $142.5$69.0 millionmillion, andpartially anoffset increaseby inlower average ratesdeposit rate of $372.8$110.4 million. The increaserate indeclines average rates iswere primarily attributablerelated to money market and CDcertificate of deposit products.

•Securities Financing Activities and borrowed funds - Interest expense on Securities Financing Activities and borrowed funds increaseddecreased $893.6$1.2 millionbillion for the year ended December 31, 2024 compared to the correspondingsame period in 2023.2024. This changedecrease iswas attributable to ana increase inlower average Securities Financing Activities and borrowed funds volume of $372.5$609.7 million and an increase inlower average rates of $521.1$615.6 million. Decreases were primarily due to a decline in Securities Financing Activities.

The Company had credit loss expense of $1.7 billion for the year ended December 31, 2025, compared to a credit loss expense of $1.9 billion for the year ended December 31, 2024, compared to a credit loss expense of $2.2 billion for the corresponding period in 2023.2024. The credit loss expense during the year ended December 31, 20242025 was mainly due to growthcharge-offs, net of recoveries in RICs and auto loans, partially offset by thea decrease in ACL driven by improvementrelease in the macroeconomicACL outlookresulting forfrom certain macro variables,the sale of certain personal unsecuredunsecured, RIC and auto loans and off-balancecommercial sheetloan securitizationsportfolios, ofas RICswell andas autorating loans.improvements within the commercial loan portfolio.

On February 3, 2026, Santander and Webster entered into the Transaction Agreement. Among other things, the Transaction Agreement provides for the merger of Webster with and into Webster Virginia, with Webster Virginia continuing as the surviving corporation in such merger transactions,transaction, and, immediately afterwards, the acquisition by Santander of all outstanding shares of Webster Virginia common stock through a statutory share exchange, all subject to the terms and conditions of the Transaction Agreement. The Transaction Agreement is subject to standard governance procedures, including obtaining the approval of Santander's and Webster's shareholders. Following completion of these transactions, Santander and Webster intend for the following transactions to occur:

On March 30, 2026, SHUSA SBNA and Webster Bank entered into an Agreement and Plan of Merger to provide for the Webster Bank contribution to SBNA and subsequent merger into SBNA. Also on March 30, 2026, SBNA submitted a Bank Merger Act application to request approval from the OCC for the bank merger.merger and has received that approval. Regulatory applications have also been submitted to the Federal Reserve and the European Central Bank in connection with the transaction, and approval of Santander's and Webster's shareholders and the European Central Bank has been obtained and proxy materials soliciting approval of Webster's shareholders have been mailed.obtained.

Completion of the merger of Webster Bank into SBNA remains contingent upon the fulfillment of certain conditions at or prior to the event, including that all prior transactions related to the acquisition of Webster by Santander and subsequent contribution of Webster Bank to SBNA have closed and become effective. The transaction is expected to close in the second half of 2026.

The Federal Reserve tailors its supervisory programs and regulatory requirements by category based on firm-specific characteristics such as total assets, cross-jurisdictional activity, and nonbank asset or off-balance sheet exposure. As of MarchJune 31,30, 2026, SHUSA was designated a Category IV institution under the Federal Reserve's tailoring rule. Institutions that change to a higher category due to organic growth or acquisition would become subject to the requirements of the new category, as outlined by the Federal Reserve, generally within two quarters of the change in category.

See the "Bank Regulatory Capital" section of this MD&A for the Company's capital ratios under Basel III standards. The implementation of certain regulations and standards relating to regulatory capital could disproportionately affect the Company's regulatory capital position relative to that of its competitors, including those that may not be subject to the same regulatory requirements as the Company. On March 19, 2026, the Federalfederal bank regulatory agencies re-proposed capital rules which would have implemented the Basel III endgame reform package. The comment period iswas open until June 18, 2026. The re-proposal includes, but is not limited to, revisions to the current standardized approach to risk-based capital. SBNA is currently reviewing the proposal and assessing its impact. No effective date has been proposed while the agencies seek comment from the public on timing/transition.

Material restrictions can be imposed on SBNA, including restrictions on interest payable on accounts, dismissal of management and, in critically undercapitalized situations, appointment of a receiver or conservator. Critically undercapitalized banks generally may not make any payment of principal or interest on their subordinated debt, and all but well-capitalized banks are prohibited from accepting brokered deposits without prior regulatory approval. Pursuant to the FDIA and OCC regulations, institutions which are not categorized as well-capitalized or adequately-capitalized are restricted from making capital distributions, which include cash dividends, stock redemptions or repurchases, cash-out mergers, interest payments on certain convertible debt and other transactions charged to the capital account of the institution. At MarchJune 31,30, 2026, SBNA met the criteria to be classified as “well-capitalized.”

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (3)Represents the average gross Securities Financing Activities balance, including activity that qualifies for balance sheet netting, as discussed further in Note 9 to these Condensed Consolidated Financial Statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (5)Includes allowance for loan losses and Other assets including leases, goodwill and intangibles, premises and equipment, net deferred tax assets, equity method investments, BOLI, accrued interest receivable, derivative assets, miscellaneous receivables, prepaid expenses and MSRs. Refer to Note 7 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for 2025 for further discussion.

NON-INTERESTNET INTEREST INCOME

TotalCredit non-interestloss incomeexpense on commercial loans decreased $74.3$7.8 million and increased $10.3 million for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to the corresponding periodperiods in 2025. These changes were primarily comprised of:

•LeaseCredit incomeloss expense on consumer loans decreased $144.5$105.7 million and decreased $105.6 million for the three months and six months ended MarchJune 31,30, 2026 compared to the corresponding periodperiods in 2025,2025 due to alower reductionnet charge-offs of RICs and auto loans and decrease in leasedthe vehicleACL unitsfor drivenRICs byand lowerauto new lease originations.loans.

•CapitalTotal marketnon-interest revenueincome increaseddecreased $74.9$64.3 million and decreased $138.6 million for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to the corresponding periodperiods in 2025,2025. drivenThese bychanges higherwere investmentprimarily bankingcomprised income and increased derivative gains.of:

Total general, administrative and other expenses decreased $142.4$122.9 million and $265.3 million for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to the corresponding periodperiods in 2025. ThisThe changemost wassignificant primarilyfactors comprisedcontributing ofto these changes were as follows:

•Lease expense decreased $67.9$123.8 million and $191.7 million for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to the corresponding periodperiods in 2025, due to lower auto lease volumes resulting in lower depreciation expense.

Item•Other 2.expenses Management’sincreased Discussion$13.8 million and Analysisdecreased of$36.8 Financialmillion Conditionfor the three months and Resultssix ofmonths Operationsended June 30, 2026, respectively, compared to the corresponding periods in 2025. The increase is due to higher expense accruals and the decrease is due to lower FDIC insurance premiums INCOME TAX PROVISION An income tax provision of $68.6$174.3 million and $242.9 million was recorded for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to an income taxa provision of $16.9$38.0 million and $54.9 million for the corresponding periodperiods in 2025. This resulted in an ETR of 14.2%23.0% and 19.6% for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to 4.4%7.1% and 6.0% for the corresponding periodperiods in 2025.

The increase in ETR for the three months and six months ended MarchJune 31,30, 2026, when compared to the same periodperiods in 2025, was directly impacted by (i) an increase in forecasted pre-tax income in 2026 and (ii) no electric vehicle tax credits in 2026, offset by $44 million of tax benefit resulted from closed audit years recorded in the first quarter of 2026.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations LINE OF BUSINESS RESULTS The Company manages its business activities by its six reportable segments, Auto, CBB, C&I, CRE, CIB, and Wealth Management. The tables below reflect certain information by reportable segment and includesinclude additional supplementary information related to consumer activities and commercial activities. The supplementary information is deemed to be useful as it represents a view in how we manage the business and also aligns with how our parent, Santander, manages its business from a global perspective. Information reported in this Form 10-Q in respect of the CIB segment includes only information within the Company’s Condensed Consolidated Financial Statements, and does not include information in respect of Santander’s New York branch, which is reported within Santander’s consolidated financial statements.

The Company reported total income before income taxes related to its Consumer activities of $349.0$528.6 million and $877.6 million for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to income before income taxes of $321.8$430.4 million and $752.2 million for the corresponding periodperiods in 2025. The most significant drivers of thisthese changechanges were:

•Fees and other income increasedfor $30.2Auto decreased $50.3 million and $29.8 million for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to the corresponding periodperiods in 2025. These changes were primarily driven by lower auto servicing fees and lower gains on securitization of 2025,loan primarily due to servicing and origination fees related to RICs and auto loans.portfolios.

•Lease income decreased $144.5$134.2 million and $278.7 million for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to the corresponding periodperiods ofin 2025,2025. These changes were primarily driven by lower average Autoauto lease balances.volumes.

•LeaseCredit loss expense in Auto decreased $67.9$64.8 million and $41.0 million for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to the corresponding periodperiods ofin 2025,2025. These decreases were driven by lower averageloan autovolume leaseand balancesimproved leadingnet tocharge-off lower depreciation expense.rates.

Commercial activities consist of the Company's C&I reportable segment and CRE reportable segments.segment.

The Company reported total income before income taxes related to its Commercial activities of $124.9$181.2 million and $306.1 million for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to income before income taxes of $146.0$142.0 million and $288.1 million for the corresponding periodperiods in 2025. The most significant drivers of thisthese changechanges were:

•Interest income for C&I decreased $58.0$34.0 million and $71.7 million for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to the corresponding periodperiods of 2025. ThisThese decreasedecreases was primarilywere due to lower prevailing interest rates reducing loan balances and lower yields.

•Interest expenseincome for CRE decreased $45.4$27.4 million and $47.7 million for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to the corresponding periodperiods of 2025. ThisThese decreasedecreases was primarilywere due to lower depositloan rates.volumes and yields.

CIB reported income before income taxes of $73.1$117.8 million and $190.9 million for the three months and six months ended MarchJune 31,30, 20262026, respectively, compared to income before income taxes of $18.6$3.0 million and $21.6 million for the corresponding period of 2025. This increase was primarily attributable to strong performanceperiods in Global Markets and Banking, supported by the continued benefits of the multi-year investment in the investment banking platform.2025. Factors contributing to thisthese changechanges were: