Under applicable U.S. banking laws, there are legal restrictions limiting the amount of dividends the Company can declare. Approval of the regulatory authorities is required if, among other things, the effect of the dividends declared would cause regulatory capital of the Company to fall below specified minimum levels.

The Company on a consolidated basis and the Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements triggers certain mandatory actions and may lead to additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for PCA, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain OBS items as calculated under regulatory accounting practices. The Bank’s capital amounts and PCA classification are also subject to qualitative judgments by the regulators about components of capital, risk weightings of assets, and other factors. In addition, an institution may be downgraded to, or deemed to be in, a capital category that is lower than indicated by its capital ratios, if it is determined to be in an unsafe or unsound condition or if it receives an unsatisfactory examination rating with respect to certain matters.

As a result of our no longer using the CBLR framework, we are subject to various quantitative measures established by regulation to ensure capital adequacy. These generally applicable capital requirements require a banking organization that does not operate under the CBLR framework to maintain minimum amounts and ratios (set forth in the table below) of total capital, Tier 1 capital, and CET1 capital to RWA, and of Tier 1 capital to average assets. The capital rules implementing Basel III also include a “capital conservation buffer” of 2.5% on top of each of the minimum RBC ratios, and a banking organization with any RBC ratio that meets or exceeds the minimum requirement but does not meet the capital conservation buffer will face constraints on dividends, equity repurchases and discretionary bonus payments based on the amount of the shortfall. Additionally, to be categorized as “well capitalized,” a bank that does not operate under the CBLR framework is required to maintain minimum total risk-based CET1, Tier 1, and total capital ratios and Tier 1 leverage ratios as set forth in the table below.

In the first quarter of 2020, U.S. federal regulatory authorities issued an interim final rule that provides banking organizations that adopt CECL during the 2020 calendar year with the option to delay for two years the estimated impact of CECL on regulatory capital relative to regulatory capital determined under the prior incurred loss methodology, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during the initial two-year delay (i.e., a five-year transition in total). In connection with our adoption of CECL on January 1, 2020, the Company elected to utilize the five-year CECL transition. As a result, the effects of CECL on the Company’s and the Bank’s regulatory capital was delayed through the year 2021, with the effects phased-in over a three-year period from January 1, 2022 through December 31, 2024.

As of March 31, 2025 and December 31, 2024, the Company’s and the Bank’s capital ratios exceeded those levels necessary to be categorized as “well capitalized”. There are no conditions or events since March 31, 2025 that management believes have changed the Company’s category.


	Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under PCA Provisions
	Amount		Ratio		Amount		Ratio			Amount		Ratio
As of March 31, 2025
Total capital (to RWA)
Company	$	1,523,437	13.46	%	$	905,458	8.0	%		$	1,131,822	10.0	%
Bank	1,450,709		12.87		901,867		8.0			1,127,334		10.0
Tier 1 capital (to RWA)
Company	1,279,536		11.31		679,093		6.0			679,093		6.0
Bank	1,331,533		11.81		676,400		6.0			901,867		8.0
CET1 (to RWA)
Company	1,249,370		11.04		509,320		4.5			n/a		n/a
Bank	1,331,533		11.81		507,300		4.5			732,767		6.5
Tier 1 capital (to average assets)
Company	1,279,536		10.55		485,359		4.0			n/a		n/a
Bank	1,331,533		11.02		483,468		4.0			604,336		5.0
As of December 31, 2024
Total capital (to RWA)
Company	$	1,571,001	13.96	%	$	900,287	8.0	%		$	1,125,135	10.0	%
Bank	1,510,901		13.49		896,012		8.0			1,120,016		10.0
Tier 1 capital (to RWA)
Company	1,277,955		11.36		674,976		6.0			675,081		6.0
Bank	1,402,462		12.52		672,106		6.0			896,142		8.0
CET1 (to RWA)
Company	1,247,844		11.09		506,339		4.5			n/a		n/a
Bank	1,402,462		12.52		504,080		4.5			728,115		6.5
Tier 1 capital (to average assets)
Company	1,277,955		10.32		495,331		4.0			n/a		n/a
Bank	1,402,462		11.37		493,390		4.0			616,738		5.0

Dividends paid by the Bank are subject to certain restrictions imposed by regulatory agencies. Capital requirements further limit the amount of dividends that may be paid by the Bank. Dividends of $97,000 and $27,500 were paid by the Bank to the Holdco during the three months ending March 31, 2025 and 2024, respectively. The increase in dividends paid by the Bank to the Holdco during the three months ended March 31, 2025 was primarily due to the redemption of $75,000 in subordinated notes as further discussed in Note 6. Subordinated Debentures and Subordinated Notes.

Dividends of $10,929, or $0.20 per outstanding share, on the applicable record dates, and $10,899, or $0.20 per outstanding share, on the applicable record dates, were paid by the Company during the three months ended March 31, 2025 and 2024, respectively.