10. Derivative Financial Instruments

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The Company enters into derivative contracts primarily to manage its interest rate risk, as well as for customer accommodation purposes. Derivatives used for risk management purposes consist of interest rate floors, swaps, and collars that are designated as either a fair value hedge or a cash flow hedge. The derivatives are recognized on the unaudited interim consolidated balance sheets as either assets or liabilities at fair value. Derivatives entered into for customer accommodation purposes consist of various free-standing interest rate derivative products and foreign exchange contracts. The Company is party to master netting arrangements with its financial institution counterparties; however, the Company does not offset assets and liabilities under these arrangements for financial statement presentation purposes.

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The following table summarizes the notional amounts and fair values of derivatives held by the Company as of June 30, 2026 and December 31, 2025:

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Certain interest rate derivatives noted above, are cleared through clearinghouses, rather than directly with counterparties. Those transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position. As of both June 30, 2026 and December 31, 2025, the amount of initial margin cash collateral posted by the Company was nil. As of both June 30, 2026 and December 31, 2025, the variation margin was nil.

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As of June 30, 2026, the Company pledged nil in cash and received $20.2 million in cash as collateral for interest rate derivatives. As of December 31, 2025, the Company pledged nil in cash and received $10.5 million in cash as collateral for interest rate derivatives. As of June 30, 2026 and December 31, 2025, the cash collateral includes the excess initial margin for interest rate derivatives cleared through clearinghouses and cash collateral for interest rate derivatives with financial institution counterparties.

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As of June 30, 2026 and December 31, 2025, the Company received $24.4 million and $22.5 million, respectively, in securities collateral for interest rate derivatives, which is held in a custodial account and is not recorded on the Company’s unaudited interim consolidated balance sheets.

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Fair Value Hedges

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To manage the risk related to the Company’s net interest margin, interest rate swaps are utilized to hedge certain fixed-rate loans. These swaps have maturity, amortization and prepayment features that correspond to the loans hedged and are designated and qualify as fair value hedges. Any gain or loss on the swaps, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, is recognized in current period earnings.

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At June 30, 2026 and December 31, 2025, the Company carried one interest rate swap with a notional amount of $58.1 million and $60.0 million, respectively, which was designated and qualified as a fair value hedge for a commercial and industrial loan. As of June 30, 2026 and December 31, 2025, the interest rate swap had a positive fair value of $8.5 million and $7.5 million, respectively. The swap matures in 2041. The Company received a USD Federal Funds floating rate and paid a fixed rate of 2.07%.

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The following table shows the gains and losses recognized in income related to derivatives in fair value hedging relationships for the three and six months ended June 30, 2026 and 2025:

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As of June 30, 2026 and December 31, 2025, the following amounts were recorded in the unaudited interim consolidated balance sheets related to the cumulative basis adjustments for fair value hedges:

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Cash Flow Hedges

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The Company utilized interest rate collars to manage interest rate risk and protect against downside risk in yields associated with interest payments received on a pool of floating-rate assets. The floating-rate index of the collars (Secured Overnight Financing Rate, or “SOFR”) corresponds to the floating-rate nature of the interest receipts being hedged (based on SOFR). Interest rate collars involve the payments of variable-rate amounts if the collar index exceeds the cap strike rate on the contract and receipts of variable-rate amounts if the collar index falls below the floor strike rate on the contract. No payments are required if the collar index falls between the cap and floor rates. By hedging with interest rate collars, the Company mitigates the adverse impact on interest income associated with possible future decreases in interest rates.

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As of June 30, 2026 and December 31, 2025, the Company carried one interest rate collar with a notional amount of $100.0 million. As of June 30, 2026, the interest rate collar had a negative fair value of nil. As of December 31, 2025, the interest rate collar had a positive fair value of $0.1 million. The collar matures in 2027. The interest rate collar had a floor strike rate of 2.00% and a cap strike rate of 5.64%.

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The Company also utilized interest rate floors to manage interest rate risk and protect against downside risk in yields associated with interest payments received on a pool of floating-rate assets. The floating-rate index of the floors (SOFR) correspond to the floating-rate nature of the interest receipts being hedged (based on SOFR). An interest rate floor involves the receipt of variable-rate amounts if the floor index falls below the floor strike rate on the contract. No payments are received if the floor index is above the floor strike rate. By hedging with interest rate floors, the Company mitigates the adverse impact on interest income associated with possible future decreases in interest rates.

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As of December 31, 2025, the Company carried three interest rate floors with notional amounts totaling $300.0 million and a positive fair value of $1.7 million. These interest rate floors were executed between April and September 2025 and will mature in 2028. The Company paid premiums totaling $2.9 million. These interest rate floors have floor strike rates ranging from 2.95% to 3.00%.

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During the six months ended June 30, 2026, the Company executed six additional interest rate floors with notional amounts totaling $600.0 million and paid premiums totaling $3.8 million. Three of these floors were executed during the three months ended March 31, 2026. The other three floors were executed during the three months ended June 30, 2026 with notional amounts totaling $300.0 million and premiums paid totaling $1.6 million. The interest rate floors executed during the three and six months ended June 30, 2026 have a floor strike rate of 3.00% and will mature in 2029. As such, as of June 30, 2026, the Company carried nine interest rate floors with notional amounts totaling $900.0 million and a positive fair value of $3.1 million.

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The interest rate collars and floors are designated and qualify as cash flow hedges. To the extent that the hedge is considered highly effective, the gain or loss on the interest rate collars and floors is reported as a component of other comprehensive income (“OCI”) and reclassified out of accumulated other comprehensive income (“AOCI”) into earnings in the same period that the hedged transaction affects earnings.

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The assessment of hedge effectiveness excludes the initial time value of the interest rate floors at inception and on an ongoing basis. This initial time value is recognized as an adjustment to OCI, with an offset to interest income, over the life of the floors through an amortization approach.

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The following table summarizes the effect of cash flow hedging relationships for the three and six months ended June 30, 2026 and 2025:

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⁽¹⁾ Losses (gains) are reclassified from AOCI into interest income from loans and lease financing.

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The estimated net amount to be reclassified within the next 12 months out of AOCI into earnings is $2.2 million as a decrease to interest income from loans and lease financing. As of June 30, 2026, the maximum length of time over which forecasted transactions are hedged is approximately three years.

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Free-Standing Derivative Instruments

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For the derivatives that are not designated as hedges, changes in fair value are reported in current period earnings. The following table summarizes the impact on pretax earnings of derivatives not designated as hedges, as reported on the unaudited interim consolidated statements of income for the three and six months ended June 30, 2026 and 2025:

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As of June 30, 2026, the Company carried multiple interest rate swaps with notional amounts totaling $2.9 billion, all of which were related to the Company’s customer swap program, with a positive fair value of $10.2 million and a negative fair value of $10.2 million. The Company received floating rates ranging from 3.62% to 6.62% and paid fixed rates ranging from 2.39% to 6.67%. The swaps mature between July 2026 and August 2046. As of December 31, 2025, the Company carried multiple interest rate swaps with notional amounts totaling $3.0 billion, all of which were related to the Company’s customer swap program, with a positive fair value of $12.3 million and a negative fair value of $12.3 million. The Company received floating rates ranging from 3.87% to 6.87% and paid fixed rates ranging from 2.39% to 6.67%. These swaps resulted in net interest expense of nil during both the three and six months ended June 30, 2026 and 2025.

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The Company’s customer swap program is designed by offering customers a variable-rate loan that is swapped to fixed-rate through an interest rate swap. The Company simultaneously executes an offsetting interest rate swap with a swap dealer. Upfront fees on the dealer swap are recorded in other noninterest income and totaled $1.0 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively and $1.1 million and $0.5 million for the six months ended June 30, 2026 and 2025, respectively.

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Visa Class B Restricted Shares

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In 2016, the Company recorded a $22.7 million net realized gain related to the sale of 274,000 Visa Class B restricted shares. Concurrent with the sale of the Visa Class B restricted shares, the Company entered into a funding swap agreement with the buyer that requires payment to the buyer in the event Visa reduces each member bank’s Class B conversion rate to unrestricted Class A common shares. During 2018 through 2023, Visa funded its litigation escrow account, thereby reducing each member bank’s Class B conversion rate to unrestricted Class A common shares from 1.6483 to 1.5875. Under the terms of the funding swap agreement, the Company will make monthly payments to the buyer based on Visa’s Class A stock price and the number of Visa Class B restricted shares that were sold until the date on which the covered litigation is settled. In April 2024, Visa, Inc. commenced an initial exchange offer (“Visa Exchange Offer”) for all of its outstanding Class B shares (subsequently renamed as “Class B-1 shares”), of which the buyer elected and Visa, Inc. accepted. The buyer received a combination of Visa Class B-2 shares and Visa Class C shares in exchange for the 274,000 Class B-1 shares previously owned by the Company. In April 2026, a similar Exchange Offer was initiated that allowed Visa Class B shareholders to exchange their Visa Class B-1 and/or Visa Class B-2 stock for Visa Class B-3 and Visa Class C stock, which the buyer also elected and Visa, Inc. accepted. The buyer received a combination of Visa Class B-3 and Visa Class C shares in exchange for the 137,000 Class B-2 shares remaining after the initial exchange offer. Visa Class B-3 shares and Visa Class C shares have a current conversion rate to Class A common shares of 1.4953 and 4.0000, respectively. The Company took these exchanges into consideration when valuing the derivative liability (“Visa derivative”) at June 30, 2026 and December 31, 2025. The Visa derivative of $2.3 million was included in the unaudited interim consolidated balance sheets at both June 30, 2026 and December 31, 2025, to provide for the fair value of this liability. There were no sales of these shares prior to 2016. See “Note 15. Fair Value” for more information.

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Counterparty Credit Risk

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By using derivatives, the Company is exposed to counterparty credit risk if counterparties to the derivative contracts do not perform as expected. If a counterparty fails to perform, the Company’s counterparty credit risk is equal to the amount reported as a derivative asset, net of cash or other collateral received, and net of derivatives in a loss position with the same counterparty to the extent master netting arrangements exist. The Company minimizes counterparty credit risk through credit approvals, limits, monitoring procedures, executing master netting arrangements and obtaining collateral, where appropriate. Counterparty credit risk related to derivatives is considered in determining fair value.

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The Company’s interest rate derivative agreements include bilateral collateral agreements with collateral requirements, which begin with exposures in excess of $0.3 million. For each counterparty, the Company reviews the interest rate derivative collateral daily. Collateral for customer interest rate derivative agreements, calculated as the pledged asset less loan balance, requires valuation of the pledged asset. Counterparty credit risk adjustments of nil were recognized during both the three and six months ended June 30, 2026 and 2025.

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Credit-Risk Related Contingent Features

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Certain of the Company’s derivative contracts contain provisions whereby if the Company’s credit rating were to be downgraded by certain major credit rating agencies as a result of a merger or material adverse change in the Company’s financial condition, the counterparty could require an early termination of derivative instruments. The aggregate fair value of all derivative instruments with such credit-risk related contingent features that are in a net liability position was nil at both June 30, 2026 and December 31, 2025, for which the Company posted nil in collateral in the normal course of business. If the Company’s credit rating had been downgraded as of June 30, 2026 and December 31, 2025, the Company may have been required to settle the contracts in an amount equal to their fair value.