The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory (and possibly additional discretionary) actions by regulators that, if undertaken, could have a direct material adverse effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

The Basel III Capital Rules adopted by U.S. federal banking agencies, among other things, (i) establish the capital measure called “Common Equity Tier 1” (“CET1”), (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 Capital” instruments meeting stated requirements, (iii) require that most deductions/adjustments to regulatory capital measures be made to CET1 and not to other components of capital and (iv) define the scope of the deductions/adjustments to the capital measures.

Additionally, the Basel III Capital Rules require that the Company maintain a 2.5% capital conservation buffer comprised of CET1, with respect to each of CET1, Tier 1 and total capital to risk-weighted asset ratios. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers. No dividends were declared or paid on the Company’s common stock during the six months ended June 30, 2025 or during 2024. On January 22, 2025, the Company’s board of directors authorized a new share repurchase program under which the Company may repurchase up to $200.0 million in shares of its outstanding common stock, which is set to expire January 31, 2026. During the six months ended June 30, 2025, the Company repurchased 713,966 shares of its common stock for an aggregate price, including excise tax expense, of $52.2 million, at a weighted average price of $72.58 per share.

Because the Bank had less than $15.0 billion in total consolidated assets as of December 31, 2009, it is allowed to continue to classify the trust preferred securities, all of which were issued prior to May 19, 2010, as Tier 1 capital.

At the beginning of each of the last five years of the life of the Bank-issued fixed rate subordinated notes due 2026, the amount that is eligible to be included in Tier 2 capital is reduced by 20% of the original amount of the notes (net of redemptions). In 2025, the amount of the notes that qualify as Tier 2 capital has been reduced by 100%.

The table below summarizes the Company’s and the Bank’s actual and required capital ratios under the Basel III Capital Rules and other standards. As shown in the table below, the Company’s and Bank’s capital ratios exceeded the regulatory definition of well capitalized as of June 30, 2025 and December 31, 2024.


					June 30, 2025				December 31, 2024
(dollars in thousands)	Minimum Capital Required(2)		Capital Required to be Well Capitalized		Capital Amount		Ratio		Capital Amount		Ratio
The Company
CET1 capital (to risk-weighted assets)	7.00	%	N/A		$	3,321,203	11.45	%	$	3,251,979	11.38	%
Tier 1 capital (to risk-weighted assets)	8.50	%	6.00	%	3,731,203		12.86	%	3,661,979		12.82	%
Total capital (to risk-weighted assets)	10.50	%	10.00	%	4,437,924		15.30	%	4,390,656		15.37	%
Tier 1 capital (to average assets)(1)	4.00	%	N/A		3,731,203		11.84	%	3,661,979		11.33	%
The Bank
CET1 capital (to risk-weighted assets)	7.00	%	6.50	%	$	3,397,976	11.81	%	$	3,611,714	12.75	%
Tier 1 capital (to risk-weighted assets)	8.50	%	8.00	%	3,397,976		11.81	%	3,611,714		12.75	%
Total capital (to risk-weighted assets)	10.50	%	10.00	%	3,732,255		12.97	%	3,968,168		14.00	%
Tier 1 capital (to average assets)(1)	4.00	%	5.00	%	3,397,976		10.87	%	3,611,714		11.27	%

(1) The Tier 1 capital ratio (to average assets) is not impacted by the Basel III Capital Rules; however, the Federal Reserve Board and the FDIC may require the Company and the Bank, respectively, to maintain a Tier 1 capital ratio (to average assets) above the required minimum.