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

Zions Bancorporation, National Association (also ZIONP) · Nasdaq · National Commercial Banks · CIK 109380 · All filings on SEC.gov

Everything below is quoted or computed from Zions Bancorporation, National Association's public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

38 / 15risk-factor paragraphs added / removed in latest 10-K
5new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
6Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-24 (period ending 2025-12-31) with 10-K filed 2025-02-25 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

38new paragraphs
15removed paragraphs
83reworded paragraphs
6,563 → 7,453words in section

New heading “Adverse economic conditions could negatively affect our performance and overall financial condition.”

New heading “We operate in a highly competitive environment, both in the range of products and services we provide and across the geographic markets in which we conduct business.”

New heading “We utilize models to support the Bank’s management and decision-making processes. Inaccurate assumptions or non-representative training data within these models could lead to unreliable outputs or suboptimal decisions, which could adversely affect our operations.”

New heading “The development and use of AI technologies present risks and challenges that could materially and adversely affect our business, financial condition, and results of operations.”

New heading “Diverging and evolving policy, legal, regulatory, and political developments—and differing stakeholder views—related to governance, environmental, social, and other sustainability matters may subject us to potentially conflicting requirements and expectations, which could negatively affect our business and harm our brands.”

Removed heading “We could be negatively affected by adverse economic conditions.”

Removed heading “We utilize models in the management of the Bank. There is a risk that these models are inaccurate in various ways, potentially leading to suboptimal decisions.”

Removed heading “Stakeholder views and developments related to environmental and social issues could lead or require us to restrict or modify certain business activities and negatively affect our business and reputation.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: investigation, litigation, fine, penalt
“We are subject to risks associated with legal claims, litigation, and regulatory and other government proceedings. …”
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New text topics: tariff, export control, sanction
“Additionally, external factors such as tariffs, export controls, sanctions, restrictive immigration policies, elevated unemployment, civil unrest, and other political or trade-related developments affecting domestic and global markets may heighten economic uncertainty. Collectively, these conditions could lead to reduced loan demand, higher credit losses, and lower fee income, among other adverse effects.”
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Reworded topics: fine, liquidity, interest rate

Paragraph as it now reads, with added and removed wording marked:

WeTo generatepromote revenueeffective andgovernance, grow our businesses by taking prudent and well-managed risks. These risks are outlined in our Risk Management Framework. Thethe Board has established anseveral specialized committees: the Audit Committee, athe Compensation Committee, aand the Risk Oversight Committee (“ROC”),. andAdditionally, appointed anthe Enterprise Risk Management Committee (“ERMC”) to oversee and implement the Risk Management Framework. The ERMC is comprised of senior management and is, chaired by the Chief Risk Officer.Officer and comprised of senior management, is responsible for implementing and maintaining the Risk Management Framework. These committees monitorcollectively oversee various risk areas, suchcategories, as credit, interest rate and market, liquidity, strategic and business, operational, technology, cybersecurity, capital/financial reporting, legal/compliance (including regulatory), and reputational risks, as outlineddefined in our risk taxonomy. These include credit risk, interest rate and market risk, liquidity risk, strategic and business risk, operational risk, technology risk, cybersecurity risk, capital/financial reporting risk, legal/compliance risk (including regulatory risk), and reputational risk.
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Reworded topics: investigation, breach, regulation

Paragraph as it now reads, with added and removed wording marked:

ThirdThird-party parties,providers, including our suppliers and their subcontractors, also present operational and information security risks. These risks toinclude us, includingpotential security incidentsbreaches or failures within their systems or those of their own systems and downstream systems.partners. In incidentssuch involving third parties,instances, we may not bereceive informedtimely promptlynotification of anyincidents effect onaffecting our services or our data, nor behave ablethe ability to participate in any related investigation,investigations, notification,disclosures, or remediation.remediation Theefforts. possibilityAdditional ofrisks may arise from human error, noncompliance with security protocols, or intentional misconduct by employees or third parties. Our ability to control and monitor the operational and cybersecurity measures implemented by third-party orproviders employeeis error,limited, failureand tounder followapplicable securitylaws, procedures,regulations, or malfeasancecontractual alsoobligations, presentswe thesemay risks.be held responsible for cyber incidents within third-party systems that impact us or our customers.
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Reworded topics: default, liquidity

Paragraph as it now reads, with added and removed wording marked:

TheLegislative U.S. government is currently operating under a continuing resolution that provides short-term appropriations. Effortsefforts to passenact spending bills forcomprehensive, long-term government fundingappropriations have provenencountered challenging,significant challenges in recent years, thereby increasing the risk of a federal government shutdown. Concurrently,These fiscal uncertainties, along with the continued growth of the national debt continuesand ongoing congressional deliberations over fiscal policy and budget discipline, may lead to growadverse asoutcomes, Congressincluding struggles to formulate a plan for greater fiscal responsibility. These circumstances may result inpotential downgrades into the U.S. credit rating or defaults,even introducinga default. Such developments could introduce additional volatility intoacross the U.S. economy.economy, Thiswith couldpotential impacteffects on capital and credit markets, the banking industry, financial markets, and the interest rates,rate environment, among other unforeseen consequences. In such an event, the Bank’s liquidity, operating margins, financial condition, and results of operations could be materially and adversely affected.
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New text topics: ai
“The development and use of AI technologies present risks and challenges that could materially and adversely affect our business, financial condition, and results of operations.”
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Full comparison: every changed paragraph (136)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Added

Our ability to generate revenue and expand our business is inherently linked to the prudent and strategic management of risk. These risks are comprehensively defined within our Risk Management Framework, which serves as the foundation for our enterprise-wide approach to risk oversight.

Reworded

WeTo generatepromote revenueeffective andgovernance, grow our businesses by taking prudent and well-managed risks. These risks are outlined in our Risk Management Framework. Thethe Board has established anseveral specialized committees: the Audit Committee, athe Compensation Committee, aand the Risk Oversight Committee (“ROC”),. andAdditionally, appointed anthe Enterprise Risk Management Committee (“ERMC”) to oversee and implement the Risk Management Framework. The ERMC is comprised of senior management and is, chaired by the Chief Risk Officer.Officer and comprised of senior management, is responsible for implementing and maintaining the Risk Management Framework. These committees monitorcollectively oversee various risk areas, suchcategories, as credit, interest rate and market, liquidity, strategic and business, operational, technology, cybersecurity, capital/financial reporting, legal/compliance (including regulatory), and reputational risks, as outlineddefined in our risk taxonomy. These include credit risk, interest rate and market risk, liquidity risk, strategic and business risk, operational risk, technology risk, cybersecurity risk, capital/financial reporting risk, legal/compliance risk (including regulatory risk), and reputational risk.

Reworded

WeIn havethe developed“Risk comprehensiveManagement” section in MD&A on page 56, we describe certain policies, procedures, and internal controls designed to addressidentify, assess, and manage these risks. However, despite these measures, we cannot guarantee that ourall actionsrisks will be effectively preventprevented or mitigatemitigated, thenor can we eliminate their potential impact of these risks on our businessoperations or financial performance. Although not comprehensive, below we describe some of our material risk factors.

Added

Although not comprehensive, the following sections outline the significant risk factors that could affect our business.

Reworded

Credit quality has adverselynegatively affectedimpacted usour performance in the past and may adverselycontinue affectto usdo so in the future.

Reworded

Credit risk is one of our most significant risks. RisingAdverse macroeconomic conditions—such as rising or persistently elevated interest rates, increasedheightened market volatility, or a weakening U.S. economy,economy at both nationallythe national and in the local markets wherein which we operate, operate—could result in, among other things, deterioration in credit quality and reduced demandcredit fordemand. credit.These This, in turn,developments may adversely impact the income generated from our loan and investment portfolios, resultlead into higherincreased charge-offs, and necessitaterequire anhigher increase in the allowanceprovisions for credit losses. For example, we recently incurred significant credit losses in connection with revolving lines of credit extended to two related commercial borrowers to finance the origination and purchase of commercial and residential mortgages.

Reworded

We have a concentration of risk fromassociated with certain counterparties, which may havepresent unique risk characteristics that maycould adversely affectimpact our financial results.

Reworded

ConcentrationsExposure to concentrations of risk fromamong counterparties couldmay adverselyhave affectan us.adverse effect on our financial performance. Similar exposuresrisk profiles across our loan and investment securities portfolios could pose additional credit risk. Additionally, concentrations withinvolving counterparties in derivative or securities financing transactions couldmay further elevateheighten this risk.exposure, increasing our vulnerability to adverse developments affecting those entities.

Reworded

We have a concentration of risk inwithin our loan portfolio, including, but not limited to, loans secured by real estate, oil and gas-related lending, and leveraged and enterprise value lending. These loansloan maytypes havecarry unique risk characteristics that maycould adversely affectimpact our financial results.

Reworded

We engage in commercial real estate (“CRE”) term and construction lending, primarily within our Western statesU.S. footprint. Certain CRE collateral types, types—particularly multifamily, industrial, and office properties,properties—currently continueface to experience increasedelevated vacancy rates, declining property values,valuations, rent concessions, elevated costs, and pressuresincreased fromoperating higher interest rates.costs. These factorsmarket dynamics could lead to increasedhigher levels of loan delinquencies and defaults.

Reworded

Additionally, weour engageportfolio inincludes oil and gas-related lending, andas providewell as leveraged and enterprise value loans across our entiregeographic footprint. These loansexposures maycarry be subject to specificdistinct risks, including governmentalregulatory and socialsocietal responses to environmental issues and climateclimate-related change,concerns, commodity price volatility, and the potential for significant and prolongedsustained declines in collateral-valuescollateral values and activitysector levels.activity. AnyAdverse declinedevelopments in these portfolios could result in increased credit losses and reduced loan demand, adverselynegatively affectingimpacting both our businessfinancial performance and that of our customers. There may also be other unidentified risks within our loan portfolio.

Reworded

Our business performance is highly correlated with local economic conditions in a specific geographic regionregions of the U.S.

Reworded

We provide a wide range of banking products and related servicesoperate through ourseven localseparately managementmanaged teamsaffiliate and distinctive brandsbanks across Arizona,our California,Western Colorado,U.S. Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming.footprint. At December 31, 2024, loan balances from2025, our banking operations in Utah, Idaho, Texas, and California accounted forrepresented 77% of theour commercial lending portfolio, 70%72% of theour CRE lending portfolio, and 70%71% of theour consumer lending portfolio.

Reworded

Due to thisThis geographic concentration,concentration results in our financial performance isbeing largelyclosely influencedtied byto economic conditions inwithin these key markets. Consequently,Accordingly, any deteriorationadverse indevelopments—such as economic conditions,downturns, includingclimate-related those triggered by climate changedisruptions, or natural disasters, disasters—could disproportionately impactaffect these states, leading to higher credit losses and significantlymaterially affectingimpacting our overall business operations and financial results.

Reworded

For informationfurther aboutdetails regarding our industry-specific lending exposure to various industriesexposures and how we manage credit risk,risk management practices, see “Credit Risk Management” in MD&A on page 56.

Added

Adverse economic conditions could negatively affect our performance and overall financial condition.

Removed

We could be negatively affected by adverse economic conditions.

Reworded

Adverse economic conditions present significant risks to our business, potentially impacting our loan and investment portfolios, capital levels,adequacy, resultsoperating of operations,results, and overall financial condition. A slowing economy, economy—combined with inflationary pressures, changes in monetary and fiscal policies,policy, risingfluctuating interest rates, and declining valuesvaluations of our fixed-rate assets, as well as tariffs, sanctions, and other policies and actions impacting domestic and global trade, assets—can increaseamplify these risks. These factors may lead to reduced loan demand, increased credit losses, and lower fee income, among other negative effects.

Added

Additionally, external factors such as tariffs, export controls, sanctions, restrictive immigration policies, elevated unemployment, civil unrest, and other political or trade-related developments affecting domestic and global markets may heighten economic uncertainty. Collectively, these conditions could lead to reduced loan demand, higher credit losses, and lower fee income, among other adverse effects.

Reworded

Failure to effectivelyadequately manage our interest rate risk could adverselyhave affecta material adverse impact on our financial results.

Reworded

Net interest income isrepresents the largest component of our revenue.total Factorsrevenue, beyondand ourits controlperformance is subject to a variety of external factors that can significantly influence the interest rate environment and increase our risk.environment. These factors include changes in theprevailing prevailingmarket interest rate environment,rates, competitive pricing pressures for our loans and deposits, adverseunfavorable shifts in the mixcomposition of deposits and other funding sources, and volatilevolatility marketin interest rates resultingdriven fromby generalbroader economic conditions and thepolicy policiesdecisions ofby governmental and regulatory agencies, agencies—particularly the FRB. The FRB’s reduction of the federal funds rate in 2025, for example, introduced additional uncertainty into market expectations and contributed to heightened volatility in asset pricing, funding costs, and customer behavior.

Reworded

MostA componentssubstantial portion of our balance sheet areis sensitive to fluctuations in interest rates.rate Mismatchesfluctuations. Disparities in rate sensitivity between assets and liabilities may result in unanticipated changes in their values,valuations, as well as related income and expense.expense Additionally,levels. customerCustomer behavior can also significantly impact asset and liability values,outcomes; asfor instance, customers may choose to withdraw certain deposits or prepay certainloans, loanswhich atcan anymaterially time, affectingaffect our expected cash flows. This risk has been heightened by technological advancements that enable deposits to be transferred electronically with greater ease and speed.

Reworded

For more information abouton howour weapproach manageto managing interest rate risk and market risk, see “Interest Rate and Market Risk Management” in MD&A on page 70.72.

Reworded

ChangesFluctuations in the levelsavailability and sources of liquidity and capital maycould limitrestrict our operationsoperational flexibility and potentialconstrain growth.future growth opportunities.

Reworded

Our primary source of liquidity is depositscustomer from our customers,deposits, which can be influenced by market-related forces such as increased competitioncompetition, the adoption of emerging technologies—including stablecoins and othertokenized factors.deposits—and For example, we, like manyvarious other banks,external experienced heightened volatility in deposit levels and funding costs following the notable bank closures in 2023.factors. If we are unable to fund assets through customer deposits or access otheralternative funding sources on favorable terms, terms—or if we faceencounter increasedrising borrowing costscosts, orincreased FDIC insurance assessments, or failare unable to manage liquidity effectively, effectively—our liquidity,liquidity position, operating margins, financial condition, and resultsoverall offinancial operationsperformance could be materially and adversely affected.

Added

We also rely on our investment securities portfolio as a source of contingent liquidity through cash flows, maturities, and secured borrowing capacity. The portfolio consists of instruments that can be readily pledged or converted to cash and is managed to support our asset‑liability profile by helping to mitigate interest rate mismatches between loans and deposits. Any unexpected changes in portfolio runoff, market valuations, or the availability of secured borrowing markets could adversely affect our liquidity position and the effectiveness of our asset‑liability management strategies.

Reworded

The Federal Reserve’s tightened monetary policy hasdecisions, resultedalong inwith a decline in the value of our fixed-rate loans and investment securities pledged as collateral for short-term borrowings. Additionally, otherbroader economic conditionsconditions, may continue to impactinfluence our liquidity position and associatedrelated risk management efforts.strategies. The Federal Home Loan Bank (“FHLB”) system and Federal Reserve have been, and remain,remain significant sources of additionalsupplementary liquidity and funding. However, borrowingaccess from theto FHLB advances is subject to specific eligibility requirements and conditions, and such funding may not always be availableavailable. asFurthermore, achanges source of liquidity. Changes into FHLB or Federal Reserve funding programs could also adversely affect our liquidity and managementthe effectiveness of associatedour risks.risk management efforts.

Reworded

Unfavorable rating actions fromby credit rating agencies could adverselynegatively affectimpact bothour usorganization andas well as the holders of our securities.

Reworded

We access capital markets to supplement our funding.funding Thissources, accessand our ability to do so is influenced by the credit ratings assigned to us by rating agencies. These ratings are based on various factors, including the Bank's financial strength and external conditions affecting the broader financial services industry. The interest rates weapplicable pay onto our issued securities are also affectedimpacted by,by among other factors, thethese credit ratingsratings. assignedAny todowngrade us andof our securities by recognized rating agencies. Ratings downgrades to usratings or those of our securities could increaseresult ourin higher funding costs orand otherwisemay negatively impact our liquidity position, financial condition, or the market pricesvaluation of our securities.

Reworded

For more information abouton howour weapproach manageto managing liquidity risk, including considerations related to rating agency actions, see “Liquidity Risk Management” in MD&A on page 73.75.

Reworded

Challenges facedexperienced by other financial institutions could adverselynegatively affectimpact the broader financial markets asand, ain wholeturn, andindirectly have indirectan adverse effectseffect on us.our operations.

Reworded

The soundness and stability of many financial institutions mayare beoften closely interrelatedinterconnected duethrough tovarious credit, trading, clearing, or other relationshipsoperational between these institutions.relationships. As a result, concerns about, regarding—or aan defaultactual or threatened default by,by—any onesingle institution could lead to significant market-widewidespread liquidity and credit problems, losses, or defaults byacross otherthe institutions.broader financial system. This phenomenon, sometimescommonly referred to as “systemic risk,” may adversely affect financial intermediaries,intermediaries such as clearing agencies, clearing houses, banks, securities firms, and exchanges,exchanges with which we interactregularly on a daily basis,engage, and therefore,may couldtherefore adverselynegatively affectimpact us.our operations.

Added

Events in the financial services industry during 2023 illustrated this dynamic. A number of regional and community banks experienced deposit outflows and heightened liquidity pressures, which in turn contributed to broad market concerns about the financial condition and creditworthiness of other institutions. These developments resulted in—and similar occurrences may again result in—significant and cascading disruptions across financial markets and the deposit environment, increased operating costs, reduced fee income, and increased volatility and downward pressure on the market value of our common stock.

Removed

This phenomenon has been evident in recent times, as financial institutions like ours were impacted by concerns regarding the soundness or creditworthiness of other financial institutions or reports of systemic deterioration in asset classes, such as commercial real estate. These concerns caused substantial and cascading disruptions within the financial markets and deposits environment, increased expenses, reduced bank fees, and adversely impacted the market price and volatility of our common stock.

Reworded

We may notface bechallenges ablein toattracting hireand or retainretaining qualified personnel or effectively promotefostering our corporate culture,culture. andAdditionally, recruiting and compensation costs may increase dueas toa changesresult inof theevolving workplace,workplace marketplace,dynamics, economy,market conditions, economic factors, and regulatory environment.changes.

Reworded

Our ability to successfully execute ourstrategic strategy,initiatives, providedeliver high-quality services, and remain competitive may be compromisedadversely affected if we are unable to recruit orand retain qualified personnel, or if employee compensation and benefits costsexpenses increase substantially.significantly. BankRegulatory regulatoryguidance agenciesand haverules issued regulationsby andbanking guidanceauthorities thatimpose limitrestrictions on the mannerstructure and amount of compensation that bankingfinancial organizationsinstitutions may offer, which can provide to employees. These regulations and guidance may adversely affecthinder our abilitycapacity to attract and retain key personnel. SomeThese of these limitationsconstraints may notplace applyus at a disadvantage relative to institutions with which we compete for talent, competitors—particularly as we increasingly compete with financial technology providersfirms and other entities that may not be subject to the same compensationregulatory limitations.limitations—when Ifcompeting wefor experienceskilled such adverse effects with respect to our employees, our business, financial condition, and results of operations could be adversely or materially impacted.professionals.

Added

Additionally, broader economic conditions and evolving workforce dynamics, including shifting employee priorities, regulatory expectations, increased geographic mobility, and the adoption of remote work models, may further challenge our talent retention efforts and contribute to increased compensation demands, associated costs, or other operational challenges. Moreover, inflationary pressures have led to increased compensation costs, a trend that is expected to persist and may continue to impact our financial performance. If we experience such adverse effects with respect to our employees, our business, financial condition, and results of operations could be adversely or materially impacted.

Removed

Our ability to retain talent may also be adversely affected by changes in the economy and workforce trends, priorities, migration, modes of delivery and other considerations, such as the increased ability of employees to work remotely across many industries. This growth in remote work, along with changing priorities and benefits, has led to increased compensation and related expenses, as well as workplace challenges. These challenges include fewer opportunities for face-to-face interactions, training and mentoring new employees, promoting a cohesive corporate culture, and increased competition for experienced labor, particularly in high-demand and highly skilled categories. Additionally, inflationary pressures have increased our compensation costs and are likely to continue to do so in the future.

Reworded

We have implementedundertaken, and are continuingcontinue to implementimplement, significant changes, including organizational restructurings, efficiency initiatives, and the replacement or upgrading of technology systemsinitiatives to improve our operating efficiency and strengthen our internal control environment. The ultimate successsuccess, timely completion, and completionoverall impact of these changes, and their effects on us,efforts may varydiffer significantly from intendedexpectations, results,and whichany such deviation could materiallyhave adverselya affectmaterial us.adverse effect on our organization.

Reworded

In July 2024, we successfully completed the final phase of our multi-year project to replace our core loan and deposit banking systems. We continue to invest in a variety of strategic projectsinitiatives designed to enhance our productsproduct and servicesservice andofferings simplifywhile oursimplifying business operations. These initiatives include organizational restructuring, efficiency enhancements, and the replacement or upgrading of technology systems. These initiatives, along with other significant changeschanges, areremain ongoing and are at variousvarying stages of completion.development. ByDue theirto nature,the projectionsinherent regardingcomplexity duration,of cost,such expectedprojects, estimates related to timelines, costs, anticipated savings, expectedoperational efficiencies, and relatedother itemspotential outcomes are subject to change and significantmay variability.vary Theresignificantly. isAccordingly, there can be no certaintyassurance that we will achieve the expected benefits or other intended results associated withof these projects.initiatives will be realized.

Reworded

Our ability to effectively develop, adopt, implement, and deliver technological advancementsinnovations may significantly impact our financial performance and could adversely affect us.our business.

Reworded

Our ability to remain competitive increasingly depends on maintaining criticalrobust technological capabilities,capabilities and continuously identifying and developing new,innovative, value-added products for existingboth current and futureprospective customers. These technological competitiveCompetitive pressures in technology arise from both traditional banking and nontraditional sources. Larger banks mayoften havebenefit from greater resources and economies of scalescale, forenabling maintainingthem existingto maintain advanced capabilities and developingaccelerate the development or adoptingadoption of digital and otheremerging technologies. Fintechs and other technology platform companies continue to emerge and compete with traditional financial institutions across a wide variety of products and services. Experimentation with, and adoption of, artificial intelligence, quantum computing, the expansion of blockchain technologies and digital currencies, including the potential creation and adoption of central bank digital currencies, as well as the increasing use and mainstream acceptance of such digital currencies, may fundamentally change the business of banking and present similar risks.

Added

In addition, fintechs and other technology-driven platforms are expanding their presence, offering a wide variety of products and services that challenge traditional banking models. The growing experimentation with and adoption of advanced technologies—such as AI, quantum computing, tokenized deposits, blockchain, stablecoins, and other digital currencies, including the potential issuance, acceptance, and integration of central bank digital currencies—has the potential to fundamentally reshape the financial services landscape. Regulatory developments related to these emerging technologies, including the recent enactment of the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (“GENIUS Act”) and the potential passage of the Digital Asset Market Clarity Act of 2025 (“CLARITY Act”), further underscore this shift. Failure to keep pace with technological advancements could adversely affect our competitive position, diminish customer satisfaction, and reduce the accessibility and relevance of our products and services.

Added

We operate in a highly competitive environment, both in the range of products and services we provide and across the geographic markets in which we conduct business.

Added

Consolidation in our industry—whether through smaller banks merging to create larger, more competitive institutions or through combinations of banks and non-bank entities—may intensify competitive pressures, particularly in affected regions or for specific products. To the extent we expand into new markets, we may encounter competitors with greater experience and established customer relationships, which could adversely impact our ability to compete effectively. Failure to adequately respond to these competitive dynamics could hinder our ability to attract and retain customers across our businesses.

Removed

Our failure to remain technologically competitive could impede our market position and reduce customer satisfaction, product accessibility, and relevance.

Reworded

Our operations couldmay beexperience disrupteddisruptions byas a result of the implementation and impact of new and ongoing projects and initiatives.

Added

We may face significant operational disruptions in connection with the execution of our various strategic projects and initiatives. Potential challenges include extended implementation timelines, budget overruns, loss of key personnel, technological issues, and processing errors. Additionally, disruptions may arise from capacity limitations, service level deficiencies, suboptimal performance, and costs associated with system replacements and upgrades.

Added

Such issues could adversely affect our systems, operational processes, internal controls, procedures, workforce, and customer experience. In the event of a significant disruption, we could be subject to increased regulatory oversight, exposure to civil litigation, and potential financial liabilities or reputational risk. These outcomes could materially affect our control environment, operational efficiency, and overall financial performance.

Removed

We may encounter significant operational disruptions arising from our numerous projects and initiatives. These disruptions may include significant time delays, cost overruns, loss of key personnel, technological issues, and processing failures. Additionally, we may experience operational disruptions due to capacity constraints, service level failures, inadequate performance, and certain replacement costs. Any or all of these issues could disrupt our systems, processes, control environment, procedures, employees, and customers. The ultimate effect of any significant disruption to our business could subject us to additional regulatory scrutiny or expose us to civil litigation and possible financial liability, any of which could materially impact us, including our control environment, operating efficiency, and results of operations.

Reworded

Due toDespite their inherentdesign limitations,and implementation, our internal controls are subject to inherent limitations and may not fully prevent or detect operational failures or misstatements in our financial statementsstatements. arisingSuch issues may arise from inadequate or failed internal processes and systems, human errorserror or misconduct, or other adverse external events. A failure in our internal controls could significantlymaterially and negatively impactaffect our earnings,financial performance and theearnings. perceptionMoreover, any perceived weakness in our internal controls may undermine stakeholder confidence—including that of customers, regulators, and investors—potentially mayresulting havein ofreputational us,harm therebyand adverselyadverse affectingimpacts on our business operations and stock price.

Added

We continue to face persistent and increasingly sophisticated attempts to defraud the Bank and our customers from a variety of sources. The frequency of these schemes may increase in an adverse economic environment. Our ability to identify and prevent fraud depends on the effectiveness of our systems, processes, and personnel; however, despite the safeguards we have implemented, some fraudulent activities may still go undetected. As a result, we may not be able to detect, prevent, or mitigate all future incidents, which could lead to material financial losses. Furthermore, even in cases where we are not financially responsible for reimbursing customers for fraudulent losses, such incidents can harm our reputation and impair our ability to attract and retain customers.

Removed

Attempts to commit fraud, both internally and externally, are becoming increasingly sophisticated and may rise in an adverse economic environment. We have experienced losses in the past due to these attempts and schemes and may not be able to identify, prevent, or mitigate all instances of fraud in the future that could result in material losses. These attempts may go undetected by the systems and procedures we have in place to monitor our operations.

Reworded

Climate-related and other catastrophic events, including but not limited to, hurricanes, tornadoes, earthquakes, wildfires, floods, mudslides, prolonged drought, and pandemicsevents may adversely affectimpact us,our organization, our customers, the generalbroader economy, financial and capital markets, and specificcertain industries.

Reworded

The occurrence of pandemics, natural disasters, and other climate-related or catastrophic events could materially and adversely affect our operations and financial results.performance. We havemaintain significantsubstantial operations and customersserve a significant customer base in regions such as Utah, Texas, California, and other regions—areas wherewhich are historically susceptible to natural and other disastersenvironmental have occurred, and are likely to continue to occur.disasters. These regions are known for being vulnerable to natural disasters and other risks, such asinclude hurricanes, tornadoes, earthquakes, wildfires, floods, mudslides, prolonged droughts, and other weather-related events, somemany of which may be exacerbated by the effects of climate change and becomeoccur morewith frequentincreasing frequency and intense.severity. TheseEvents, typessuch of catastrophic events, includingas the recent2025 wildfires in Southern California, have posedpresented physical risks to our propertyfacilities, disrupted local economic activity, and disruptedadversely the local economy,affected our business,business and customers,customers—particularly includingthrough decreasedreduced access to insurance and otheressential services. Additionally, catastrophicsimilar events occurring in other regionsparts of the world may also have anindirect impact on usour operations and our customers.

Added

We utilize models to support the Bank’s management and decision-making processes. Inaccurate assumptions or non-representative training data within these models could lead to unreliable outputs or suboptimal decisions, which could adversely affect our operations.

Removed

We utilize models in the management of the Bank. There is a risk that these models are inaccurate in various ways, potentially leading to suboptimal decisions.

Reworded

We relyutilize onvarious models in the management of the Bank.Bank, Forincluding example,those we use modelsused to inform our estimate of the allowance for credit losses,losses (“ACL”), manage interest rate and liquidity risk, project stressstress-related losses in variousacross segments of our loan and investment portfolios, and forecast net revenue under stress.adverse conditions. However, models are inherently subject to limitations and cannot perfectlyprecisely predict outcomes,future andoutcomes. managementWeaknesses in model design—such as inaccurate assumptions or reliance on historical data used to “train” or calibrate models that may not reflect current or expected conditions—could lead to inaccurate or misleading outputs. Consequently, decisions based on these models may thereforeoccasionally be suboptimal. For example, due to the prominent bank closures in 2023, customer deposit behavior deviated from modeled behaviors, prompting us to redevelop our deposit models, which are currently used by management. For more information about our deposit models, see “Interest Rate and Market Risk Management” in MD&A on page 70.72.

Reworded

We outsource variouscertain operations to third-party suppliers,providers, which may pose risks that could adversely impactaffect our business and operational performance.

Reworded

We rely on various external suppliers to perform operational activities essentialthat tosupport our business.business operations. While these relationshipspartnerships offer benefits,strategic and operational advantages, they also present a range of risks. These risks vary based on severalfactors factors, such asincluding the typenature and amountvolume of data our suppliers may accessaccessed or process,processed by suppliers, the concentration of services they providedeliver, their exposure to us,downstream service providers, and the nationalgeographic locations—both domestic and international locations— from which theyservices operate.are provided. Our operationalinternal controlscontrol and third-party risk management programsframeworks may not always provide adequate oversight andor control.mitigate Inadequateall potential exposure. Substandard performance by thirdthird-party partiesproviders can adversely affect our ability to deliver products and services toeffectively, ourdisrupt customersbusiness continuity, and conductnegatively ourimpact business.customer Replacingexperience. Moreover, replacing or findingidentifying suitable alternatives for underperforming suppliers can be difficult and costly, potentially adversely impacting our customers and other operations, especiallyparticularly when circumstancesswift requiretransitions usare to make changes under tight time constraints. Many of our suppliers have experienced adverse effects on their operations, supply chains, personnel, and businessesrequired due to inflationaryunforeseen pressures, wars and geopolitical conflicts, cyber vulnerabilities, natural disasters, and other events, all of which can impact our operations as well.circumstances.

Showing the first 60 of 136 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

106new paragraphs
74removed paragraphs
181reworded paragraphs
16,410 → 16,007words in section

New heading “4 Excluding the $15 million charitable contribution, the efficiency ratio for 2025 would have been 62.2%.”

New heading “1 Effective the first quarter of 2025, capital markets fees and income include the net CVA, which was previously disclosed under noncustomer-related noninterest income as fair value and nonhedge derivative income.”

New heading “2 Net of CVA. For information on non-GAAP financial measures, see page 84.”

New heading “Loans to Nondepository Financial Institutions”

New heading “NDFI LENDING PORTFOLIO”

New heading “1 Balances as of December 31, 2025 reflect an updated categorization of NDFI loans based on industry and purpose, compared with balances at December 31, 2024. This resulted in the reclassification of certain loans primarily from “Other financial institutions” to “Business credit intermediaries.””

New heading “NDFI LOAN CREDIT QUALITY”

New heading “1 Total NDFI net charge-offs primarily included a $50 million charge-off recorded in the third quarter of 2025 associated with revolving lines of credit extended to two related commercial borrowers to finance the origination and purchase of commercial and residential mortgages. This resulted from a review of the borrowers, guarantors, and associated collateral, which identified apparent irregularities and misrepresentations. As a result, legal action has been initiated to pursue recovery of the outstanding amounts owed from the guarantors of the credits.”

New heading “1 Cash flow hedges of assets consist of receive-fixed interest rate swaps used to hedge pools of floating-rate loans. This category also includes certain short-dated interest rate futures executed as economic hedges of floating-rate loans but not designated as accounting hedges. Gains and losses from these economic hedges are recorded in interest income.”

New heading “2 Notional amounts for forward-starting derivatives are excluded until the trades become effective.”

New heading “1 Effective the first quarter of 2025, capital markets fees and income included the net CVA, which was previously disclosed under noncustomer-related noninterest income as fair value and nonhedge derivative income.”

New heading “2 Excluding the $15 million charitable contribution, adjusted noninterest expense for 2025 would have been $2.11 billion, resulting in an efficiency ratio of 62.2%.”

Removed heading “1 During 2024, multifamily CRE classified loan balances significantly increased. See the “Classified Loans” section below on page 67 for more information about changes in these related balances.”

Removed heading “1 Other included $55 million of multifamily loans with collateral located in New Mexico at both December 31, 2024 and 2023.”

Removed heading “1 During 2024, industrial CRE classified loan balances significantly increased. See the “Classified Loans” section below on page 67 for more information about changes in these related balances.”

Removed heading “1 Other included $31 million and $32 million of industrial loans with collateral located in Virginia at both December 31, 2024 and 2023.”

Removed heading “1 Other included approximately $17 million of office CRE loans with collateral located in Georgia at both December 31, 2024 and 2023.”

Removed heading “1 The beginning balance at January 1, 2023 for the allowance for loan and lease losses does not agree to the ending balance at December 31, 2022 because of the adoption of the new accounting standard related to loan modifications to borrowers experiencing financial difficulties.”

Removed heading “2 Cash flow hedges of liabilities consist of a pay-fixed swap hedging rolling FHLB advances. This swap matures in May 2025.”

Removed heading “1 The success fee accrual is associated with the gains and losses from our SBIC investments, which are excluded from the efficiency ratio through securities gains (losses), net.”

Removed heading “2 Including the $11 million and $90 million accruals associated with the FDIC special assessment recorded in deposit insurance and regulatory expense, the efficiency ratio for 2024 and 2023 would have been 64.5% and 65.8%, respectively.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: interest rate
“1 Cash flow hedges of assets consist of receive-fixed interest rate swaps used to hedge pools of floating-rate loans. This category also includes certain short-dated interest rate futures executed as economic hedges of floating-rate loans but not designated as accounting hedges. Gains and losses from these economic hedges are recorded in interest income.”
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Removed text topics: impairment, goodwill
“During the fourth quarter of 2024, we performed our annual goodwill impairment evaluation, effective October 1, 2024, utilizing a qualitative analysis. Based on our evaluation, the goodwill at our reporting units was not impaired. During the fourth quarter of 2023, we performed a full quantitative analysis and determined that the fair values of Amegy, CB&T, Zions Bank, and NSB exceeded their carrying values by 38%, 70%, 80%, and 139%, respectively. …”
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Removed text topics: impairment, goodwill
“We perform an evaluation during the fourth quarter of each year, or more frequently if events or circumstances indicate that the carrying value exceeds fair value. We may elect to perform a qualitative analysis to determine if it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If the carrying amount is more likely than not to exceed its fair value, additional quantitative analysis is performed to determine the amount of goodwill impairment. If the fair value is less than the carrying value, an impairment is recorded for the difference. …”
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Removed text topics: impairment, goodwill
“Since estimates are an integral part of the impairment test computations, changes in these estimates could have a significant impact on our reporting units’ fair value and the goodwill impairment amount, if any. Estimates include economic conditions, which impact the assumptions related to interest and growth rates, loss rates, and imputed cost of equity capital. …”
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New text
“1 Total NDFI net charge-offs primarily included a $50 million charge-off recorded in the third quarter of 2025 associated with revolving lines of credit extended to two related commercial borrowers to finance the origination and purchase of commercial and residential mortgages. This resulted from a review of the borrowers, guarantors, and associated collateral, which identified apparent irregularities and misrepresentations. As a result, legal action has been initiated to pursue recovery of the outstanding amounts owed from the guarantors of the credits.”
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New text
“1 Balances as of December 31, 2025 reflect an updated categorization of NDFI loans based on industry and purpose, compared with balances at December 31, 2024. This resulted in the reclassification of certain loans primarily from “Other financial institutions” to “Business credit intermediaries.””
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Full comparison: every changed paragraph (361)

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Removed

We conduct our operations primarily through seven separately managed and geographically defined affiliates, each with its own local branding and management teams. These affiliate banks are supported by an enterprise operating segment (referred to as the “Other” segment) that provides governance and risk management, allocates capital, establishes strategic objectives, and includes centralized technology, back-office functions, and certain lines of business not operated through our affiliate banks.

Removed

Our efforts and resources are focused on achieving strategic growth and profitability objectives. This includes delivering high-quality products and services and strengthening relationships with our commercial, small business, and consumer customers. Serving as a trusted advisor for our business customers and supporting their operational needs generally provides us with a major source of relatively stable deposits.

Reworded

WeOur strivestrategic objective is to achieve balanced growth in customers, pre-provisionpre‑tax net revenue (“PPNR”), profitability,income, and shareholder returns. OurWe focusprovide a wide range of business products and related services to a broad customer base, which helps create balance, diversify risks, and support the communities we serve. While all business lines play an important role in generating long‑term value, our strategy is centered on five strategickey growth areas: commercial,commercial banking, small business,business banking, capital markets, wealth management, and consumer.consumer banking.

Added

These growth areas are supported by six strategic enablers that guide effective execution across the organization:

Removed

To achieve our growth and profitability objectives, we invest in six key areas, referred to as “strategic enablers”:

Reworded

1.People and Empowerment — weWe investprioritize employee development by investing in training our employeesprograms and providing themour teams with the tools and resources necessary to buildenhance their capabilities;capabilities.

Reworded

2.Technology — weWe invest in innovative technologies to makeimprove usoperational more efficientefficiency and enable us to remain competitive;competitive.

Reworded

3.Marketing — weWe investimplement intargeted marketing strategies to strengthen our local brands, attract new clients, deepen existing relationships, and enhance overall customer engagement;engagement.

Reworded

4.Operational Excellence — weWe invest in and support ongoing improvements to safely and securely deliver value to our customers;customers.

Reworded

5.Risk Management — weWe engageapply indisciplined risk management practices to ensurepromote prudent risk-takingdecision-making and maintain appropriate oversight; and 6.Data and Analytics — we invest in relevant enterprise data and analytic tools to support local execution and informed decision making.oversight.

Added

6.Data and Analytics — We invest in relevant enterprise data and analytic tools to enable informed decision-making and support localized execution.

Added

We allocate resources to achieve our growth and profitability objectives by delivering high‑quality products and services and by strengthening our customer relationships. Serving as a trusted advisor and supporting customers’ operational needs contributes to relatively stable deposits and ongoing relationship growth.

Added

Key strategic initiatives focus on supporting commercial customer growth, expanding small business lending, enhancing capital markets capabilities, broadening access to wealth management services, and strengthening consumer deposit relationships. Collectively, these initiatives are critical to sustaining long-term growth and stability.

Added

As previously described, we operate through seven separately managed affiliate banks supported by an enterprise‑level “Other” segment. This organizational model is central to achieving our strategic objectives by enabling local decision‑making and strong customer focus at the affiliate level, while maintaining disciplined governance, risk management, capital allocation, and shared technology and operations at the enterprise level.

Reworded

This sectionsection, andalong with other sections provideof this report, presents information aboutregarding our 20242025 financial performance, compared with the prior year. For more information about our 2024 results of operations for 2023 compared with 2022,2023, see the respectiverelevant sections inof MD&A included in our 20232024 Form 10-K. Growth rates ofequal to or exceeding 100% or more are considereddesignated as not meaningful (“NM”), as they generallytypically reflectresult from a low startingbase point.period.

Added

Our financial performance in 2025 reflected solid growth compared with the prior year, with notable increases in net earnings applicable to common shareholders, diluted earnings per share (“EPS”), and adjusted pre-provision net revenue (“PPNR”). Diluted EPS increased to $6.01, up 21% from $4.95 in 2024, driven by higher net interest income and noninterest income, partially offset by increased noninterest expense. The efficiency ratio improved to 62.6%, compared with 64.2% in the prior year, reflecting positive operating leverage as adjusted taxable-equivalent revenue outpaced adjusted noninterest expense.

Removed

Our financial performance for 2024, relative to the prior year, reflected growth in net earnings and diluted earnings per share (“EPS”), with modest deterioration in adjusted pre-provision net revenue. Diluted EPS was $4.95, compared with $4.35 in 2023, and benefited from a lower provision for credit losses, higher noninterest income, and lower noninterest expenses.

Reworded

•Net interest income remainedincreased relatively$197 flat,million, asor higher8%, earningcompared assetwith yieldsthe wereprior offsetyear period. This growth was primarily driven by higherlower funding costs.costs Netand interestfavorable income was also impacted by increasesshifts in the composition of average interest-earning assetsassets. andAs interest-bearinga liabilities.result, Thethe net interest margin (“NIM”) decreased slightlyimproved to 3.00%,3.21%, compared with 3.02%.3.00%.

Removed

◦Average interest-earning assets increased $480 million, or 1%, as growth in average loans and leases and average money market investments was largely offset by a decline in average securities.

Reworded

◦Average interest-bearinginterest-earning liabilitiesassets increased $4.2$689 billion,million, or 8%,1%, asprimarily due to an increase in average interest-bearingloans depositsand leases. This growth was partially offset by a decreasedeclines in average borrowedsecurities funds.and average money market investments.

Added

◦Average interest-bearing liabilities increased $178 million, or less than 1%, due to an increase in both average borrowed funds and average interest-bearing deposits.

Removed

◦Total loans and leases increased $1.6 billion, or 3%, primarily due to growth in the consumer 1-4 family residential mortgage, home equity credit lines, and commercial and industrial loan portfolios.

Removed

◦Total deposits increased $1.3 billion, or 2%, primarily due to an increase in interest-bearing deposits, partially offset by a decrease in noninterest-bearing deposits. Customer deposits (excluding brokered deposits) increased $663 million, or 1%.

Reworded

•The provision for credit losses wasremained flat at $72 million in 2024,both compared2025 withand $132 million in 2023.2024.

Reworded

•Customer-related noninterest income increased $19$23 million, or 3%,4%, primarily driven largely by increaseshigher inretail and business banking fees, capital markets fees and commercialincome, account fees, partially offset by decreases inand loan-related fees and cardincome. fees.Excluding Increasesthe inimpact noncustomer-related noninterest income were primarily due to increases inof net securities gains and credit valuation adjustmentsadjustment (“CVA”)on, client-relatedcustomer-related interestnoninterest rateincome swaps,increased partially$32 offsetmillion, byor a5%, declinebenefiting infrom dividendsincreased oncapital FHLBmarkets stock.customer swap fee revenue and investment banking advisory fees.

Added

•Noncustomer-related noninterest income increased $35 million, or 57%, mainly due to an increase in net securities gains, largely resulting from valuation adjustments within our Small Business Investment Company (“SBIC”) investment portfolio.

Added

•Noninterest expense increased $92 million, or 4%. primarily due to higher salaries and employee benefits, along with increases in other noninterest expenses, marketing and business development costs, and technology, telecom, and information processing expenses. The increase in marketing and business development expense was largely due to a $15 million contribution to our charitable foundation, which will fund donations over the next three years that otherwise would have been nondeductible under recent tax law changes effective January 1, 2026. These increases were partially offset by lower deposit insurance and regulatory expenses.

Removed

•Noninterest expense decreased $51 million, or 2%. Deposit insurance and regulatory expense decreased $78 million, largely due to a $90 million accrual associated with the FDIC special assessment during the prior year. This decrease was partially offset by increases in technology, telecom, and information processing expense, and salaries and employee benefits expense. The efficiency ratio was 64.2%, compared with 62.9%, due to an increase in adjusted noninterest expense.

Removed

•Net loan and lease charge-offs totaled $60 million, or 0.10%, of average loans and leases, compared with $36 million, or 0.06%, in 2023. The increase in charge-offs was largely due to a single commercial and industrial loan. The ratio of allowance for credit losses (“ACL”) to total loans and leases was 1.25%, compared with 1.26%.

Reworded

•Nonperforming assets totaled $298 million, or 0.50%, of totalTotal loans and leases andincreased other$1.5 real estate owned (“OREO”), compared with $228 million,billion, or 0.39%. The increase in nonperforming assets was3%, primarily due to a small number of loansgrowth in the commercial and industrialindustrial, term CRE, and termconsumer commercial1-4 realfamily estateresidential (“CRE”)loan portfolios.

Added

◦Net loan and lease charge-offs totaled $89 million, or 0.15% of average loans and leases, compared with $60 million, or 0.10%, in 2024. The increase was primarily driven by a $50 million loss associated with two related commercial loans during the third quarter of 2025.

Added

◦Nonperforming assets totaled $320 million, or 0.52% of total loans and leases and other real estate owned (“OREO”), compared with $298 million, or 0.50% in 2024. Nonperforming assets remained primarily concentrated in the commercial and industrial, term CRE, and consumer 1-4 family residential loan portfolios. Classified loans totaled $2.4 billion, or 3.91% of total loans and leases, compared with $2.9 billion, or 4.83% in the prior year.

Added

•Total deposits decreased $579 million, or 1%. Interest-bearing deposits declined primarily due to a reduction in brokered deposits. This decline was partially offset by an increase in noninterest-bearing demand deposits, largely resulting from the migration of a consumer interest-bearing product into a new noninterest-bearing offering. Customer deposits, excluding brokered deposits, totaled $71.8 billion, compared with $71.2 billion in the prior year.

Added

•Total borrowed funds decreased $206 million, or 4%, compared with the prior year. This decline was primarily driven by a reduction in short-term advances from the FHLB, partially offset by the issuance of $500 million in 4.70% Fixed-to-Floating Senior Notes during the third quarter of 2025.

Removed

•Classified loans totaled $2.9 billion, or 4.83%, of total loans and leases, compared with $825 million, or 1.43%. The increase in classified loans was primarily in the multifamily and industrial CRE loan portfolios, largely due to an increased emphasis in risk grading on current cash flows, and less emphasis on the adequacy of collateral values and the strength of guarantors and sponsors. The increase in classified loans was also attributable to weaker performance, particularly for 2021 and 2022 construction loan vintages, as borrowers missed projections due to longer-than-anticipated lease-up periods, rent concessions, elevated costs, and higher interest rates.

Removed

•Total borrowed funds, consisting primarily of secured borrowings, decreased $139 million, or 3%, as a decline in security repurchase agreements was partially offset by an increase in long-term debt. The increase in long-term debt was due to the issuance of $500 million of 6.82% Fixed-to-Floating Subordinated Notes due 2035, partially offset by the redemption of $88 million of 6.95% Fixed-to-Floating Subordinated Notes due 2028 during the fourth quarter of 2024.

Removed

•Preferred stock decreased $374 million due to the redemption of the outstanding shares of our Series G, I, and J preferred stock during the fourth quarter of 2024.

Reworded

2 The common dividend payout ratio is equalcalculated toby dividing the total common dividends paid dividedby bythe net earnings applicable to common shareholders.

Reworded

3 This ratio is thecalculated by adding common dividends paid plusand share repurchases for the year, dividedthen dividing the total by net earnings applicable to common shareholders.

Added

4 Excluding the $15 million charitable contribution, the efficiency ratio for 2025 would have been 62.2%.

Reworded

Net interest income, which is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities, representedaccounted for 78% of our net revenue (the sum of net interest income and noninterest income) in both 20242025 and 2023.2024. The NIM is calculated as net interest income as a percentage of average interest-earning assets.

Reworded

1 Includes interest income recoveries of $6$10 million, $4$6 million, and $9$4 million for the respective years ended.presented.

Added

Net interest income increased $197 million, or 8%, relative to the same prior year period, primarily due to lower funding costs. The increase was further supported by a favorable shift in the composition of average interest-earning assets, reflecting growth in higher-yielding loans and a decline in lower-yielding securities and money market investments. As a result, the net interest margin improved to 3.21% in 2025, compared with 3.00% in 2024.

Removed

Net interest income remained relatively flat year over year, as higher yields on interest-earning assets were offset by increased funding costs. Net interest income was also impacted by increases in average interest-earning assets and interest-bearing liabilities. The NIM was 3.00% in 2024, compared with 3.02% in 2023.

Reworded

The yield on average interest-earning assetsassets, increasednet 40of hedging activity, declined 17 basis points (“bps”) in 2024,2025, compared with the prior year, reflecting higherlower interest rates and a favorable mix change to higher yielding assets, as average loans and leases and average money market investments increased, while average securities decreased.rates. The net yield on average loans and leases increaseddecreased 3722 basisbps, pointswhile andthe net yield on average securities declined 11 bps. Additionally, the yield on both average securities and average money market investments increaseddecreased 1996 basisbps, points.as the short-term nature of these assets resulted in quicker repricing in the declining interest rate environment.

Reworded

The total cost of deposits increaseddecreased 6039 basis points,bps, and the rate paid on total deposits and interest-bearing liabilities increaseddecreased 4136 basis pointsbps in 2024,2025, compared with the prior year, reflecting the higherlower interest rate environment and a decrease in noninterest-bearing deposits.environment. The raterates paid on interest-bearing deposits and total borrowed funds decreased 459 basisbps points.and 34 bps, respectively.

Reworded

Average interest-earning assets increased $480$689 million, or 1%, from the prior year, as growthan increase in average loans and leases was partially offset by decreases in average securities and average money market investments, was partially offset by a decline in average securities.investments.

Reworded

Average loans and leases increased $1.8$1.9 billion, or 3%, to $58.5$60.4 billion, primarily due to growth in average consumer and commercial real estate loans. Average securities decreased $2.0$1.2 billion, or 9%,7%, to $19.6$18.4 billion, primarilylargely due to principal reductions.reductions, net of reinvestments. The continued paydown of lower-yielding securities—consistent with the portfolio runoff that began in 2023—has improved the overall asset mix and contributed to a higher net interest margin.

Added

Average interest-bearing liabilities increased $178 million, or less than 1%, from the prior year. This increase was primarily driven by an increase in average borrowed funds, reflecting an increase in long-term debt, partially offset by declines in short-term borrowings and security repurchase agreements.

Reworded

Average deposits increased $113 million, or less than 1%, to $74.9 billion. Average interest-bearing liabilitiesdeposits increased $4.2$52 billion,million, or 8%, from the prior year, largely driven by an increase in average interest-bearing deposits, and decreases inwhile average noninterest-bearing deposits increased $61 million, representing 34% of total deposits in both 2025 and average borrowed funds.2024.

Added

Average borrowed funds, primarily composed of secured borrowings, increased $126 million, or 2%, to $6.5 billion. This growth was driven by an increase in long-term debt, partially offset by declines in short-term advances from the FRB and security repurchase agreements. The increase in long-term debt reflects the issuance of $500 million in 4.70% Fixed-to-Floating Senior Notes in August 2025.

Removed

Average deposits increased $1.9 billion, or 3%, to $74.8 billion. Average interest-bearing deposits increased $6.5 billion, or 15%, primarily due to customer deposit growth and migration to interest-bearing deposit products in response to the higher interest rate environment. Average noninterest-bearing deposits decreased $4.6 billion, or 16%, and represented 34% of total deposits in 2024, compared with 41% in 2023. Average borrowed funds, consisting primarily of secured borrowings, decreased $2.3 billion, or 27%, to $6.4 billion, primarily due to a decline in security repurchase agreements.

Reworded

For more information on our investment securities portfolio and borrowed funds, and how we manage liquidity risk, refer to the “Investment Securities Portfolio” section on page 50 and the “Liquidity Risk Management” section on page 73.75. For further discussion onof the effects of market rates on net interest income and ourhow approachwe to managingmanage interest rate risk, refer to the “Interest Rate and Market Risk Management” section on page 70.72.

Reworded

The following schedule presentssummarizes the average balances, the amount of interest earned or paid, and the applicable yields for interest-earning assets, as well as the ratescost paid onof interest-bearing liabilities:

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CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS, AND RATES

Reworded

The following schedule presentssummarizes year-over-year changes in net interest income on a fully taxable-equivalent basis for the yearsperiods indicated.presented. For the yield calculations, average loan balances include the principal amounts of nonaccrual and restructured loans. Interest payments received on nonaccrual loans are not recognized as interest income,income; butinstead, they are applied as reductions to the principaloutstanding outstanding.principal. Additionally, interest on modified loans is generally accrued at the modified rates.

Reworded

In the analysis ofanalyzing changes in taxable-equivalent net interest income attributedattributable to volume and rate, changesvariances are primarily allocated to volumevolume, with the following exceptions: (1) when both volume and rate increase, the variance is allocated proportionately tobetween boththe volumetwo factors, and rate;(2) when the rate increases and volume decreases, the variance is allocated to rate.

Reworded

The allowance for credit losses (“ACL”) comprises both the allowance for loan and lease losses (“ALLL”) and the reserve for unfunded lending commitments (“RULC”). The ALLL represents the estimated current expected credit losses related to the loan and lease portfolio as of the balance sheet date. The RULC represents the estimated reserve for current expected credit losses associated with off-balance sheet commitments. Changes in the ALLL and RULC, net of charge-offs and recoveries, are recordedrecognized as the provision for loan and lease losses and the provision for unfunded lending commitments, respectively, on the consolidated statement of income. The ACL for debt securities is estimated separately from loans and is included in “Investment securities” on the consolidated balance sheet.

Reworded

The ACL was $724 million at December 31, 2025, compared with $741 million at December 31, 2024, compared with $729 million at December 31, 2023.2024. The increasedecrease in the ACL primarily reflects credit quality deterioration and higherlower reserves associated with CRE portfolio-specific risks including commercial real estate,risks, partially offset by improvementsmore adverse economic scenarios and increased growth in economicloans forecasts.and commitments. The ratio of ACL to total loans and leases was 1.19% at December 31, 2025, compared with 1.25% at December 31, 2024,2024. The following schedule illustrates the primary drivers of changes in the ACL compared with 1.26%the atprior December 31, 2023.year.

Removed

The provision for credit losses, which includes both the provision for loan and lease losses and the provision for unfunded lending commitments, was $72 million in 2024, compared with $132 million in 2023. The provision for securities losses was less than $1 million during 2024 and 2023.

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-06 (period ending 2026-06-30) with 10-Q filed 2026-05-07 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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26 → 26words in section

The section in the latest 10-Q reads in full:

There have been no material changes to the risk factors as previously disclosed in Part I, Item 1A. Risk Factors in our 2025 Form 10-K.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

42new paragraphs
39removed paragraphs
150reworded paragraphs
19,368 → 19,754words in section

New heading “Rates Paid on Interest-bearing Liabilities”

New heading “CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS, AND RATES”

New heading “2 Derivative netting increased the calculated yield by approximately 66 bps for the three months ended June 30, 2026; there was no comparable impact in 2025. See discussion above for more information.”

New heading “1 Taxable-equivalent rates used where applicable.”

New heading “2 Derivative netting increased the calculated yield by approximately 47 bps for the six months ended June 30, 2026; there was no comparable impact in 2025. See discussion above for more information.”

New heading “1 Excluding $252 million of pre-tax net gains ($199 million after tax), return on average common equity and return on average tangible common equity for the three months ended June 30, 2026 would have been approximately 14.0%, and 16.6%, respectively.”

New heading “1 Excluding $252 million of pre-tax net gains ($199 million after tax), return on average tangible common equity for the three months ended June 30, 2026 would have been approximately 16.6%.”

New heading “1 Excluding the $15 million charitable contribution, adjusted noninterest expense for the year ended December 31, 2025 would have been $2.11 billion, resulting in an efficiency ratio of 62.2%.”

New heading “1 Balances include forward-starting interest rate derivatives designated as cash flow and fair value hedges of assets that had not yet become effective as of the reporting dates. Related notional amounts were $9.5 billion and $2.7 billion, respectively, at June 30, 2026, compared with $350 million and $2.1 billion at December 31, 2025.”

New heading “4 Effective in the first quarter of 2026, we changed our accounting policy to present qualifying derivative assets and liabilities, along with the associated rights to reclaim or obligations to return cash collateral, on a net basis for all eligible arrangements rather than on a gross basis. Prior period results have been recast to conform to this presentation.”

New heading “1 Card fees exclude costs associated with reward programs that are netted against interchange fees, as these costs fall outside the scope of the applicable accounting guidance for revenue from contracts with customers.”

New heading “2 Capital markets fees and income exclude revenue related to real estate capital markets, swaps, loan syndications, foreign exchange activities, and net credit valuation adjustment (“CVA”), as these items are not within the scope of the applicable accounting guidance for revenue from contracts with customers.”

New heading “1 Interest income is shown net of interest expense consistent with the information regularly provided to the CODM and used to evaluate segment performance.”

New heading “2 Other direct expenses include professional and legal services, marketing and business development, deposit insurance and regulatory expense, credit-related expense, other real estate expense, and other noninterest expenses.”

Removed heading “2 Net of unamortized purchase premiums, discounts, and deferred loan fees and costs.”

Removed heading “1 Excluding the effect of AOCI from average tangible common equity would result in associated returns of 11.8%, 13.3%, and 9.2% for the periods presented, respectively.”

Removed heading “1 Effective in the first quarter of 2025, capital markets fees and income includes the net CVA, which was previously disclosed under noncustomer-related noninterest income as fair value and nonhedge derivative income.”

Removed heading “Change in Accounting Policy”

Removed heading “1 Includes forward-starting swaps that are not yet effective.”

Removed heading “4 See Note 1 for a discussion of the change in derivative presentation effective in the first quarter of 2026.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: liquidity, inflation, interest rate, recession
“•Changes in general industry, political, and economic conditions, including increases in the national debt, elevated or persistent inflation, economic slowdowns or recessions, and other macroeconomic challenges; changes in interest rates or reference rates, which could negatively impact our revenues and expenses, the valuation and performance of our assets and liabilities, and the availability and cost of capital and liquidity;”
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New text topics: interest rate
“1 Balances include forward-starting interest rate derivatives designated as cash flow and fair value hedges of assets that had not yet become effective as of the reporting dates. Related notional amounts were $9.5 billion and $2.7 billion, respectively, at June 30, 2026, compared with $350 million and $2.1 billion at December 31, 2025.”
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New text
“4 Effective in the first quarter of 2026, we changed our accounting policy to present qualifying derivative assets and liabilities, along with the associated rights to reclaim or obligations to return cash collateral, on a net basis for all eligible arrangements rather than on a gross basis. Prior period results have been recast to conform to this presentation.”
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New text
“2 Capital markets fees and income exclude revenue related to real estate capital markets, swaps, loan syndications, foreign exchange activities, and net credit valuation adjustment (“CVA”), as these items are not within the scope of the applicable accounting guidance for revenue from contracts with customers.”
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New text
“1 Excluding $252 million of pre-tax net gains ($199 million after tax), return on average common equity and return on average tangible common equity for the three months ended June 30, 2026 would have been approximately 14.0%, and 16.6%, respectively.”
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New text
“2 Other direct expenses include professional and legal services, marketing and business development, deposit insurance and regulatory expense, credit-related expense, other real estate expense, and other noninterest expenses.”
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Reworded

Forward-looking statements are not guarantees and should not be relied upon as representing management’s views as of any subsequent date. Actual results and outcomes may differ materially from those presented.expressed Althoughor theimplied. followingFactors listthat iscould cause such differences include, but are not comprehensive,limited key factors that may cause material differences includeto:

Reworded

•TheChanges qualityin the quality, composition, and compositionconcentrations of our loan portfolio,and investment securities,securities and depositsportfolios;

Added

•Changes in economic, political, and market conditions nationally and within our key markets in the Western United States, including changes in interest rates, inflation, monetary policy, fiscal, trade, and tax policies, government actions, and other macroeconomic factors that affect our financial results, customer activity, credit demand, and borrower performance;

Added

•Changes in deposit levels and composition, access to wholesale funding, and the availability and cost of liquidity sources;

Removed

•Changes in general industry, political, and economic conditions, including increases in the national debt, elevated or persistent inflation, economic slowdowns or recessions, and other macroeconomic challenges; changes in interest rates or reference rates, which could negatively impact our revenues and expenses, the valuation and performance of our assets and liabilities, and the availability and cost of capital and liquidity;

Removed

•Political developments, including government shutdowns and other significant disruptions and changes in the funding, size, scope, and effectiveness of the government and its agencies and services;

Removed

•The effects of newly enacted and proposed regulations affecting us and the banking industry, as well as changes and uncertainties in the interpretation, enforcement, and applicability of laws and fiscal, monetary, regulatory, trade, and tax policies;

Removed

•Actions taken by governments, agencies, central banks, and similar organizations, including those that result in decreases in revenue, increases in regulatory bank fees, insurance assessments, and capital standards; and other regulatory requirements;

Removed

•Evolving trade policies and disputes, including proposed and implemented tariffs, and the resulting economic uncertainty that may adversely affect supply chains, operating costs, and revenues for both us and our customers;

Removed

•Judicial, regulatory, and administrative inquiries, investigations, examinations or proceedings and the outcomes thereof that create uncertainty for, or are adverse to, us or the banking industry;

Added

•Competition from traditional and nonbank financial service providers, including credit unions, financial technology companies (“fintechs”), private credit funds, special-purpose charters, and other new and evolving industry participants;

Removed

•The growing presence of credit unions, financial technology companies (“fintechs”), and other emerging competitors within the financial services industry, including in the markets in which we operate;

Removed

•Our ability to innovate and address competitive pressures and other factors that may affect aspects of our business, such as pricing, the relevance of and demand for our products and services, and our ability to recruit and retain talent;

Removed

•The potential for both positive and disruptive impacts of emerging technologies, including stablecoins and other digital currencies, tokenized deposits, blockchain, artificial intelligence (“AI”), quantum computing, and related innovations affecting both us and the banking industry;

Reworded

•Our ability to completeexecute projectsstrategic initiatives, manage expenses, attract and initiativesretain and execute our strategic plans, manage our risks, control compensation and other expenses,talent, and achieve our business objectives;

Added

•Geopolitical developments, including wars, global conflicts, and environmental or catastrophic events, such as fires, natural disasters, pandemics, and other disruptions that may affect our operations and customers;

Added

•Increased demand for and risks associated with the adoption and integration of emerging technologies and products, including tokenized deposits, stablecoins, blockchain, and artificial intelligence (“AI”);

Removed

•Our ability to develop and maintain technology and information security systems, along with effective controls designed to guard against fraud, cybersecurity, and privacy risks and related incidents, particularly given the accelerating pace at which threat actors are developing and deploying increasingly sophisticated and targeted tactics against the financial services industry;

Added

•Our ability to develop, maintain, and secure resilient technology systems and effective controls to detect and respond to fraud, cybersecurity threats, data breaches, and other operational disruptions, including increasingly sophisticated AI-enabled attacks;

Added

•Our ability to effectively oversee third party providers and mitigate risks arising from supplier performance failures, cybersecurity incidents, technology disruptions, data breaches, or other operational deficiencies;

Removed

•Our ability to provide adequate oversight of our suppliers to help us prevent or mitigate effects upon us and our customers of inadequate performance, systems failures, or cyber and other incidents by, or affecting, third parties upon whom we rely for the delivery of various products and services;

Removed

•The effects of wars, geopolitical conflicts, and other local, national, or international disasters, crises, or conflicts that may occur in the future;

Removed

•Natural disasters, pandemics, wildfires, catastrophic events, and other emergencies and incidents, and their impact on our operations, our customers’ business, and the communities we serve, including the increasing difficulty and expense of obtaining property, auto, business, and other insurance products;

Removed

•Diverging and evolving policy, legal, regulatory, and political developments—combined with differing stakeholder perspectives related to governance, environmental, and social matters—may subject us to conflicting requirements and expectations;

Reworded

•VolatilityChanges in securitiesaccounting standards, asset valuations and capital markets behavior, including changes in market liquidityimpairments, and our ability to access capital and funding or raise capitalmarkets on favorable terms;

Added

•The impact of existing and proposed laws and regulations, supervisory expectations, and the outcome of legal or regulatory proceedings;

Added

•Adverse developments affecting the banking industry that may negatively impact depositor, investor, or market confidence and public opinion; and

Added

•Other assumptions, risks, and uncertainties described in this quarterly report and our other SEC filings.

Removed

•The possibility that our recorded goodwill could become impaired, which may have an adverse impact on our earnings and shareholders’ equity;

Removed

•The impact of bank closures or adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks;

Removed

•Adverse news and other expressions of negative public opinion—whether directed at us, other financial institutions, the banking industry, or the broader market—that may adversely affect our reputation and the industry more broadly.

Reworded

Comparisons noteddiscussed below are calculatedbased foron the current quarter versusrelative to the same prior year period, unless otherwise specified.noted. Explanations for changes in the current year-to-date period compared with the same prior year period are generally consistent with the quarter-to-date discussion, unless otherwise indicated. Growth rates of 100% or moregreater are considered not meaningful (“NM”), as they typically reflect a low starting point.

Reworded

FirstSecond Quarter 2026 Financial Performance

Reworded

Our financial performance in the firstsecond quarter of 2026 demonstratedreflected strongmeaningful year-over-year growthimprovement in net earnings applicable to common shareholders, diluted earnings per share (“EPS”), and adjusted pre-provision net revenue (“PPNR”). Diluted EPS increased to $1.56$3.05 from $1.13$1.63 in the firstsecond quarter of 2025, primarily driven by continued growth in noninterest income, including two notable gains, as well as higher net interest income and noninterest income, along with a lower provision for credit losses. These favorable factors were partially offset by higher noninterest expense. The efficiency ratio improved to 65.0% from 66.6% in the prior year quarter, reflecting positive operating leverage. The efficiency ratio was 62.3% in the prior quarter, primarily due to higher seasonal compensation costs.income.

Added

Noninterest income benefited from $252 million of pre-tax net gains, which contributed approximately $1.31 per diluted share (after-tax) and resulted in reported diluted EPS of $3.05. These gains included a $215 million gain from the sale of Visa Class B-1 shares and $37 million of net unrealized gains from Small Business Investment Company (“SBIC”) investments.

Added

In the prior year quarter, noninterest income included $9 million of net unrealized gains from SBIC investments, which contributed approximately $0.05 per diluted share (after-tax) and resulted in reported diluted EPS of $1.63. These favorable items were partially offset by higher noninterest expense. The efficiency ratio remained stable at 62.2%, unchanged from the prior year quarter, and improved from 65.0% in the preceding quarter.

Reworded

•Net interest income increased $38$29 million, or 6%,4%, compared with the prior year period, largelyprimarily reflectingdriven by lower funding costs. This increasegrowth wasalso furtherbenefited supported byfrom an improved mix of average interest-earning assets, driven byreflecting growth in higher-yielding loans and a reductiondecline in lower-yielding investment securities and money market investments.securities. As a result, the net interest margin increased to 3.27%, up from 3.10%. The net interest margin declined from 3.31%3.17% in the prior quarter,year mainly due to lower earning asset yieldsperiod, and aremained decreaseunchanged infrom averagethe demandprevious deposits.quarter.

Reworded

◦Average interest-earning assets increased $399$788 million, or less than 1%, primarilycompared duewith tothe anprior year period. This was driven by a $1.4 billion increase in average loans and leases. This increase wasleases, partially offset by declinesa $708 million decline in average investment securities and average money market investments.securities.

Reworded

◦Average interest-bearing liabilities declined $2.7$2.1 billion, or 5%,4%, largelycompared duewith the prior year period. This decline was primarily attributable to decreasesa $2.7 billion reduction in average interest-bearing deposits and average borrowed funds, largely reflecting lower short-term borrowings. The decrease was partially offset by an increase in average long-term debt, drivenresulting byfrom recentsenior note issuances ofover seniorthe notes.past year, as well as a $571 million increase in average interest-bearing deposits.

Reworded

•The provision for credit losses was negative $7$3 million, compared with positivenegative $18$1 million in the prior year period, primarily due to lower reserves associated with commercial real estate (“CRE”) portfolio-specific risks.period.

Reworded

•Customer-related noninterest income increased $14$18 million, or 9%,11%, reflecting broad-based growth across multiple revenue streams,streams. primarilyThis drivenincrease bywas largely due to higher loan-relatedcapital markets fees and income, as well as growth in retailloan-related fees and business banking feesincome and commercial account fees.

Reworded

•Noncustomer-related noninterest income increased $2$252 million, orprimarily 15%,driven mainly due to valuation adjustments on servicing rights and gains onby the saleaforementioned of fixed assets, partially offset by lower securitiesnotable gains.

Reworded

•Noninterest expense increased $24 million, or 4%,5%, primarily due to higher incentive compensation accruals reflecting improved profitability, as well as increased base salaries and employee benefits costs. Additional increases in professional and legal services expense, increased salary and inemployee benefit costs reflecting higher incentive compensation, and increased technology, telecom, and information processing expensesexpenses. Additional increases in credit-related and occupancy and equipment costs were partially offset by a decline in deposit insurance and regulatory expense.expense, reflecting a lower Federal Deposit Insurance Corporation (“FDIC”) special assessment estimate and higher prior-year costs.

Reworded

•Total loans and leases increased $1.4$1.7 billion, or 2%,3%, primarilyresulting driven byfrom growth in the commercial and industrial loan portfolio and the consumerterm homecommercial equityreal credit line (“HECL”)estate portfolio.

Reworded

◦Nonperforming assets totaled $292$298 million, or 0.48% of total loans and leases and other real estate owned, compared with $307$313 million, or 0.51%. The decrease was primarily attributable to improvement in the term commercial andreal industrialestate loan portfolio. Classified loans totaled $2.3 billion, or 3.80%3.72% of total loans and leases, compared with $2.9$2.7 billion, or 4.82%,4.43%, in the prior year quarter.

Reworded

•Total deposits increased $1.2$2.8 billion, or 2%.4%, Noninterest-bearingcompared demandwith depositsthe increasedprior year quarter, primarily reflecting the migration of a consumer interest-bearing product into a new noninterest-bearing offering. This increase was partially offsetdriven by a decline$2.0 billion increase in interest-bearing deposits, largely drivenreflecting bythe aimpact reductionof infocused brokereddeposit deposits.growth initiatives. Customer deposits, excluding brokered deposits, totaled $73.1$72.7 billion, compared with $70.9$69.9 billion.

Reworded

•Total borrowed funds decreased $1.8$3.6 billion, or 44%,53%, compared with the prior year quarter.quarter, Theprimarily decreasereflecting wasa $4.6 billion reduction in short-term borrowings, driven by a reductiondecrease in short-term Federal Home Loan Bank (“FHLB”) advances,advances. This decline was partially offset by recentincreases issuancesin federal funds purchased, security repurchase agreements, and $1.0 billion of senior notes.notes issued over the past year.

Added

On July 31, 2026, we completed our previously disclosed acquisition of Basis Multifamily Finance I, LLC, the agency lending platform and subsidiary of Basis Investment Group. The acquisition includes the platform’s experienced team, capabilities, and associated mortgage servicing rights. This transaction expands our product suite through participation in the Fannie Mae DUS® program and the Freddie Mac Optigo® Conventional and Small Balance Loan programs, enhancing our ability to meet the financing needs of multifamily owners, operators, and developers nationwide, and further strengthens our commercial real estate and capital markets businesses.

Removed

During the first quarter of 2026, we entered into an agreement to acquire the agency lending business of Basis Multifamily Finance I, LLC, a subsidiary of Basis Investment Group, subject to customary closing conditions and regulatory approvals. This acquisition will expand our ability to deliver permanent financing solutions to multifamily housing clients through our enhanced capabilities as an originator, underwriter, and servicer of government-sponsored agency loans, including the Fannie Mae DUS® program and the Freddie Mac Optigo® Conventional and Small Balance Loan programs. The transaction is expected to strengthen our capital markets franchise and further enhance our ability to serve commercial real estate clients across the Western United States and other key markets.

Reworded

1 Includes interest income recoveries of less than $1 million and $4$2 million for the three months ended, and $1 million and $6 million for the six months ended MarchJune 31,30, 2026, and 2025, respectively.

Added

Net interest income accounted for 60% of net revenue (defined as the sum of net interest income and noninterest income) in the second quarter of 2026, compared with 77% in the second quarter of 2025. The decline primarily reflects the impact of previously noted pre-tax net gains.

Reworded

Net interest income accounted for 78% of our net revenue (the sum of net interest income and noninterest income) in both the first quarters of 2026 and 2025. It increased $38$29 million, or 6%, during the three months ended March 31, 2026,4%, compared with the same prior year period.period, primarily driven by lower funding costs. This increasegrowth was further supported by an improved mix of average interest-earning assets, driven byreflecting growth in higher-yielding loans and a reduction in lower-yielding investment securities and money market investments.securities. As a result, the net interest margin increased to 3.27%, comparedup withfrom 3.10%.3.17% in the prior year period, and was unchanged from the previous quarter.

Reworded

Yields on Interest-earning Assets and Rates Paid on Interest-bearing Liabilities

Reworded

The yield on average interest-earning assets, net of hedging activity, declined 1821 basis points (“bps”) in the firstsecond quarter of 2026, compared with the prior year period, reflecting the impact of lower interest rates. The net yield on average loans and leases decreased 2225 bps, while the net yield on average investment securities declined 12 bps. Additionally, the yield on average money market investments decreased 7265 bps, as the short-term nature of these assets resulted in quicker repricing in the declining interest rate environment.

Added

Rates Paid on Interest-bearing Liabilities

Reworded

The total cost of deposits decreaseddeclined 2820 bps, andwhile the average rate paid on total deposits and interest-bearing liabilities decreased 3328 bps during the firstsecond quarter of 2026, compared with the prior year period, reflecting the lower interest rate environment. The ratesRates paid on interest-bearing deposits anddeclined 27 bps, while rates paid on total borrowed funds decreasedincreased 3513 bps and 26 bps, respectively.bps.

Reworded

Average interest-earning assets increased $399$788 million, or less than 1%, fromcompared with the prior year quarter,period. asThis anwas driven by a $1.4 billion increase in average loans and leases wasleases, partially offset by declinesa $708 million decline in average investment securities and average money market investments.securities.

Reworded

Average loans and leases increased $1.5$1.4 billion, or 3%,2%, to $61.1$61.9 billion, primarily due to growth in average commercial and consumer loans.

Reworded

Average investment securities decreased $666$708 million, or 4%, to $18.0$17.7 billion, largelyprimarily due to principal reductions, net of reinvestments. The continuedongoing paydownrunoff of lower-yielding securities—consistent with the portfolio runoff that began in 2023—has improved the overallearning asset mix and contributedwas a meaningful contributor to a higheryear-over-year net interest margin.margin expansion.

Reworded

Average interest-bearing liabilities decreased $2.7$2.1 billion, or 5%,4%, from the prior year quarter, asreflecting declines in average interest-bearing deposits andlower average borrowed funds werefunds, partially offset by an increaseincreases in average long-term debt.debt and interest-bearing deposits.

Showing the first 60 of 231 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

ZION insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 6 filings (4 insiders, 5 trade dates, 100,196 shares, about $6.6M). Net open-market shares: -100,196 (purchases minus sales); net value about -$6.6M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-08-11Simmons Harris H
Director, Chairman & CEO
Gift 30,242— —973,140 SEC
2026-08-11Simmons Harris H
Director, Chairman & CEO
Gift 30,242— —353,353 SEC
2026-08-04Mclean Scott J
President, & COO
Option exercise 2,055$48.65 $100.0K73,043 SEC
2026-08-04Mclean Scott J
President, & COO
Option exercise 18,820$48.65 $915.6K91,863 SEC
2026-08-04Mclean Scott J
President, & COO
Open-market sale 18,820$70.63 $1.3M73,043 SEC
2026-08-04Mclean Scott J
President, & COO
Option exercise 1,891$52.90 $100.0K74,934 SEC
2026-08-04Mclean Scott J
President, & COO
Option exercise 14,465$52.90 $765.2K89,399 SEC
2026-08-04Mclean Scott J
President, & COO
Open-market sale 14,465$70.63 $1.0M74,934 SEC
2026-08-04Law Scott A.
Executive Vice President
Open-market sale 3,705$72.44 $268.4K32,890 SEC
2026-08-04Law Scott A.
Executive Vice President
Option exercise 903$45.65 $41.2K33,793 SEC
2026-08-04Law Scott A.
Executive Vice President
Open-market sale 903$72.36 $65.3K32,890 SEC
2026-08-04Law Scott A.
Executive Vice President
Option exercise 3,705$45.65 $169.1K36,595 SEC
2026-08-03Mclean Scott J
President, & COO
Open-market sale 18,000$70.56 $1.3M70,988 SEC
2026-08-03Mclean Scott J
President, & COO
Open-market sale 32,000$70.84 $2.3M22,491 SEC
2026-08-03Simmons Harris H
Director, Chairman & CEO
Gift 172,391— —1,003,382 SEC
2026-08-03Simmons Harris H
Director, Chairman & CEO
Gift 172,391— —323,111 SEC
2026-07-31Simmons Harris H
Director, Chairman & CEO
Gift 141,720— —1,175,773 SEC
2026-07-31Simmons Harris H
Director, Chairman & CEO
Gift 141,720— —150,720 SEC
2026-07-28Mclean Scott J
President, & COO
Open-market sale 6,650— —88,988 SEC
2026-07-28Steward Derek
Executive Vice President
Option exercise 894$45.65 $40.8K18,343 SEC
2026-07-28Steward Derek
Executive Vice President
Open-market sale 894$69.65 $62.3K17,449 SEC
2026-06-02Callister Nathan
Executive Vice President
Shares withheld for tax 922$62.02 $57.2K18,661 SEC
2026-05-08Smith Jennifer Anne
Executive Vice President
Open-market sale 4,209$62.50 $263.1K0 SEC
2026-05-06Richards Robert Ryan
Controller
Option exercise 2,004$52.90 $106.0K36,899 SEC
2026-05-04Smith Jennifer Anne
Executive Vice President
Open-market sale 550$62.96 $34.6K6,527 SEC
2026-05-01Murphy Edward F
Director
Grant/award 2,055$63.26 $130.0K43,251 SEC
2026-05-01Yastine Barbara A.
Director
Grant/award 2,055$63.26 $130.0K25,061 SEC
2026-05-01Contreras-Sweet Maria
Director
Grant/award 2,055$63.26 $130.0K15,877 SEC
2026-04-28Law Scott A.
Executive Vice President
Option exercise 1,974$43.07 $85.0K34,233 SEC
2026-04-28Law Scott A.
Executive Vice President
Shares withheld for tax 1,343$63.37 $85.1K32,890 SEC

Well-known investors holding ZION (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Tweedy, Browne COM2026-06-3037,877$2.2M—Sold out

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when ZION files, watchlists and downloadable comparisons.