NOTE 4 - SECURITIZATIONS AND VARIABLE INTEREST ENTITIES |
6 Months Ended |
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Jun. 30, 2026 | |
| SECURITIZATIONS AND VARIABLE INTEREST ENTITIES | |
| SECURITIZATIONS AND VARIABLE INTEREST ENTITIES | NOTE 4 – SECURITIZATIONS AND VARIABLE INTEREST ENTITIES In prior years, the Company completed four Freddie Mac sponsored securitizations. The Company retained beneficial interests from each securitization which are classified as trading securities on the consolidated balance sheets. Details related to the prior securitizations and related VIEs can be found in Note 4 to the Consolidated Financial Statements included under Item 8 of Part I of the Company's Annual Report on Form 10-K for the year ended December 31, 2025. On April 30, 2026, the Company entered into an arrangement with Freddie Mac to securitize and sell $281.9 million of nontaxable LIHTC loans through Freddie Mac to investors. The Company retained beneficial interests totaling $32.8 million, which are classified as trading securities on the Company’s consolidated balance sheets. The transfer of these loans was accounted for as a sale for financial reporting purposes in accordance with ASC 860, and the resulting $1.3 million net loss on sale, which included the impact of the fair value of retained beneficial interests and transaction costs, was reported in capital markets revenue on the consolidated statements of income. Two classes of M-Series certificates were issued in conjunction with the April 2026 securitization. Freddie Mac guarantees timely payment of interest and scheduled principal on M-Series Class A Certificates, which were sold to third-party investors through a Freddie Mac securitization special purpose entity. M-Series Class B Certificates are subordinated to M-Series Class A Certificates and were issued to the Company. M-Series Class B Certificates provide 10% first loss support to Freddie Mac on the M-Series Class A Certificates, or approximately $28.4 million of first loss support. The Company’s ongoing involvement in this transaction is limited to customary obligations of loan sales, including any indemnification for material breach in the Company’s representations. As part of the April 2026 securitization transaction, the Company released all servicing obligations and rights to a third party, which included obligations to collect and remit payments of principal and interest, manage payments of taxes and insurance, and otherwise administer the underlying loans. The VIE entity for 2026 M-Series securitization was assessed for potential consolidation under the VIE model that requires primary beneficiaries to consolidate the entity’s results. A primary beneficiary is defined as the party that has both the power to direct the activities that most significantly impact the entity, and an interest that could be significant to the entity. To determine if an interest could be significant to the entity, both qualitative and quantitative factors regarding the nature, size and form of involvement with the entity are evaluated. At June 30, 2026, the Company determined it was not the primary beneficiary of this VIE, primarily because the Company did not have the power to direct the activities that most significantly impact the VIE. In August 2025, the Company securitized $200.3 million of HTM municipal securities. The securitization was comprised of Class A Certificates of $134.2 million and Class B Certificates of $66.1 million. The Class A Certificates were sold to third-party investors, and the Class B Certificates were retained by the Company. The Class B Certificates provide the first loss support and are subordinate to the Class A Certificates. In order to execute this transaction, the Company created a new bankruptcy-remote special purpose entity (a “Sponsor SPE”), through which the transaction was executed, and which is consolidated by the Company. Based on the structure of the transaction, the Company retains effective control of the HTM municipal securities and accounts for the transaction as a secured borrowing. The full amount of HTM municipal securities remain on the balance sheet denoted as collateralizing the borrowing and the Class A Certificates sold to third-party investors are accounted for as a secured term borrowing and classified with other borrowings on the Company’s consolidated balance sheet. No separate securitization SPE or other financing entity was created for this transaction, rather, a governmental entity securitized the securities and issued the certificates.
Evaluation and assessment of VIEs for consolidation is performed on an ongoing basis by management. Any changes in facts and circumstances occurring since the previous primary beneficiary determination will be considered as part of this ongoing assessment. The Company’s total assets related to the consolidated sponsor VIEs related to securitizations to date as of June 30, 2026 and December 31, 2025 were $116.0 million and $83.9 million, respectively, which are included in trading securities on the consolidated balance sheets and there were no liabilities recorded. Of the $116.0 million reported as of June 30, 2026, $32.9 million related to the 2026 M-Series securitization. The Company’s maximum exposure to loss associated with the consolidated securitization VIEs consists of the capital invested plus any unfunded equity commitments that are binding. As of June 30, 2026, the Company’s maximum exposure to loss related to the VIEs was $113.9 million, of which $28.4 million related to the 2026 M-Series securitization. |