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Webster Financial
WBS
#1801
Rank
$11.70 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$72.22
Share price
-0.19%
Change (1 day)
55.05%
Change (1 year)
๐Ÿฆ Banks๐Ÿ’ณ Financial services
Categories
  1. Webster Financial
  2. Quarterly Reports (10-Q)
  3. Submitted on 2026-04-30

Webster Financial - 10-Q quarterly report FY


Text size:
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________________
FORM 10-Q
_________________________________________________________________________________________________________________________________________-___________________________________________________________________________________________________
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2026
or
☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ____ to ____
Commission File Number: 001-31486
_______________________________________________________________________________________
WEBSTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
 ______________________________________________________________________________________
Delaware 06-1187536
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
200 Elm Street, Stamford, Connecticut 06902
(Address and zip code of principal executive offices)
(203) 578-2202
(Registrant’s telephone number, including area code)
______________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of each exchange on which registered
Common Stock, par value $0.01 per shareWBSNew York Stock Exchange
Depositary Shares, each representing 1/1000th interest in a shareWBS-PrFNew York Stock Exchange
of 5.25% Series F Non-Cumulative Perpetual Preferred Stock
Depositary Shares, each representing 1/40th interest in a shareWBS-PrGNew York Stock Exchange
of 6.50% Series G Non-Cumulative Perpetual Preferred Stock
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes    ☐  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒  Yes    ☐  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes   ☒ No
The number of shares of common stock, par value $0.01 per share, outstanding as of April 24, 2026, was 162,026,498.


INDEX
  Page No.
Key to Acronyms and Terms
ii
Forward-Looking Statements
iv
Item 1.
29
Item 2.
1
Item 3.
77
Item 4.
77
Item 1.
78
Item 1A.
78
Item 2.
78
Item 3.
78
Item 4.
78
Item 5.
78
Item 6.
79
79
80



i

KEY TO ACRONYMS AND TERMS
ACHAutomated clearing house
ACLAllowance for credit losses
ADSsAmerican Depositary Receipts representing Banco Santander Ordinary Shares
AgencyA financial services corporation created by the United States Congress
Agency CMBSAgency commercial mortgage-backed securities
Agency CMO
Agency collateralized mortgage obligations
Agency MBS
Agency mortgage-backed securities
ALCO
Asset/Liability Committee
AmetrosAmetros Financial Corporation
AOCI / AOCL
Accumulated other comprehensive income (loss), net of tax
ASC
Accounting Standards Codification
ASU or the Update
Accounting Standards Update
ATMAutomated teller machine
Banco SantanderBanco Santander, S.A.
Basel III Capital Rules
Capital rules under a global regulatory framework developed by the Basel Committee on Banking Supervision
BHC Act
Bank Holding Company Act of 1956, as amended
CECLCurrent expected credit losses
CET1
Common Equity Tier 1 Capital, defined by Basel III capital rules, as adopted in the U.S.
CET1 Risk-Based CapitalRatio of CET1 capital to total risk-weighted assets, defined by the Basel III Capital Rules, as adopted in the U.S.
CMBS
Non-agency commercial mortgage-backed securities
CODMChief Operating Decision Maker
CRACommunity Reinvestment Act of 1977
DIFDeposit Insurance Fund
EADExposure at default
FASB
Financial Accounting Standards Board
FDIC
Federal Deposit Insurance Corporation
Federal ReserveThe Board of Governors of the Federal Reserve System
FHLB
Federal Home Loan Bank
FICO
Fair Isaac Corporation
FRB
Federal Reserve Bank
FTEFully tax-equivalent
FTP
Funds Transfer Pricing, a matched maturity funding concept
GAAP
U.S. Generally Accepted Accounting Principles
HSAHealth savings account
HSA Bank
HSA Bank, a division of Webster Bank, National Association
interSYNCinterLINK Insured Sweep LLC, rebranded as interSYNC
LGDLoss given default
LIHTCLow-income housing tax credit
LTVLoan-to-value
Marathon Asset ManagementMarathon Asset Management MW Holding, LLC
MBSMortgage-backed securities
Moody’sMoody’s Investor Services
NAICSNorth American Industry Classification System
NAVNet asset value
OCCOffice of the Comptroller of the Currency
Ordinary SharesOrdinary shares of Banco Santander, of 50 euro-cents nominal value each
OREOOther real estate owned
PDProbability of default
PPNRPre-tax, pre-provision net revenue
ROURight-of-use
S&PStandard and Poor’s Rating Services
SECUnited States Securities and Exchange Commission
SecureSaveSecure Inc.
SOFRSecured overnight financing rate
Tier 1 Leverage RatioRatio of Tier 1 capital to average tangible assets, defined by the Basel III Capital Rules, as adopted in the U.S.
ii

Tier 1 Risk-Based CapitalRatio of Tier 1 capital to total risk-weighted assets, defined by the Basel III Capital Rules, as adopted in the U.S.
Total Risk-Based CapitalRatio of total capital to total risk-weighted assets, defined by the Basel III Capital Rules, as adopted in the U.S.
TransactionThe proposed acquisition of the Company by Banco Santander in two steps, including (1) the merger of the Company with and into Webster Virginia Corporation, a wholly owned subsidiary of the Company, with Webster Virginia Corporation continuing as the surviving corporation in such merger, and (2) immediately following the completion of such merger, the acquisition of all outstanding shares of Webster Virginia Corporation by Banco Santander through a statutory share exchange, in each case upon the terms and subject to the conditions set forth in the Transaction Agreement
Transaction AgreementThe definitive transaction agreement, dated as of February 3, 2026, by and among the Company, Banco Santander and Webster Virginia Corporation
U.S.United States
UPBUnpaid principal balance
VIE
Variable Interest Entity; defined in ASC 810-10 “Consolidation-Overall”
Webster Bank or the BankWebster Bank, National Association, a wholly-owned subsidiary of Webster Financial Corporation
Webster or the CompanyWebster Financial Corporation, collectively with its consolidated subsidiaries
iii

FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “achieve,” “anticipate,” “assume,” “believe,” “could,” “deliver,” “drive,” “enhance,” “estimate,” “expect,” “focus,” “future,” “goal,” “grow,” “guidance,” “intend,” “may,” “might,” “plan,” “position,” “potential,” “predict,” “project,” “opportunity,” “outlook,” “should,” “strategy,” “target,” “trajectory,” “trend,” “will,” “would,” and other similar words and expressions or the negative of such terms or other comparable terminology. Examples of forward-looking statements include, but are not limited to, statements about the Company’s business strategy, goals, and objectives, outlook for future growth, and future common stock dividends, common stock repurchases, and other uses of capital.
Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, and in many cases, are beyond the Company’s control. The Company’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Factors that could cause the Company’s actual results to differ from those discussed in any forward-looking statements include, but are not limited to:
•risks related to the proposed Transaction with Banco Santander including, among others, (1) the risk that the cost savings, synergies, and other benefits from the acquisition may not be fully realized or may take longer than anticipated to be realized, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Webster and Banco Santander operate; (2) the failure of the closing conditions in the Transaction Agreement by and among Webster, Banco Santander, and a wholly owned subsidiary of Webster providing for the Transaction to be satisfied, or any unexpected delay in closing the Transaction or the occurrence of any event, change, or other circumstances that could delay the Transaction or could give rise to the termination of the Transaction Agreement; (3) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently pending or later instituted against us, Banco Santander, or the combined company; (4) the possibility that the Transaction does not close when expected, or at all, because required regulatory, stockholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis, or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed Transaction); (5) disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; (6) the costs associated with the anticipated length of time of the pendency of the Transaction, including the restrictions contained in the definitive Transaction Agreement on the ability of the Company to operate its business outside the ordinary course during the pendency of the Transaction; (7) risks related to management and oversight of the expanded business and operations of the combined company following the closing of the proposed Transaction; (8) the risk that the integration of our operations with Banco Santander’s will be materially delayed, or will be more costly or difficult than expected, or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; (9) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (10) reputational risk and potential adverse reactions of Webster’s or Banco Santander’s customers, employees, vendors, contractors, or other business partners, including those resulting from the announcement or completion of the Transaction; (11) the dilution caused by Banco Santander’s issuance of additional Ordinary Shares and corresponding ADSs in connection with the Transaction; (12) the possibility that any announcements relating to the Transaction could have adverse effects on the market price of Webster’s common stock, Ordinary Shares, and corresponding ADSs; (13) a material adverse change in Webster’s condition or Banco Santander’s condition; (14) the extent to which our or Banco Santander’s businesses perform consistent with management’s expectations; (15) Webster’s and Banco Santander’s ability to take advantage of growth opportunities and implement targeted initiatives in the timeframe and on the terms currently expected; (16) the possibility that the combined company is subject to additional regulatory requirements as a result of the proposed Transaction of expansion of the combined company’s business operations following the proposed Transaction;
•Webster’s ability to successfully execute its business plan and strategic initiatives, and manage any risks or uncertainties;
•continued regulatory changes or other risk mitigation efforts taken by government agencies in response to the risk to safety and soundness in the banking industry;
•volatility in Webster’s stock price due to investor sentiment and perception of the banking industry;
•local, regional, national, and international economic conditions or macroeconomic instability (including any economic slowdown or recession, inflation, monetary fluctuation, tariff increases, interest rate changes, credit loss trends, unemployment, changes in housing or securities markets, or other factors) and the impact of the same on Webster or its customers;
•volatility, disruption, or uncertainty in national and international financial and commodity markets, including as a result of tensions, violent confrontations, and other geopolitical developments;
iv

•the impact of realized and unrealized losses in Webster’s financial instruments, including in Webster’s available-for-sale securities portfolio and held-to-maturity securities portfolio;
•changes in laws and regulations, or existing laws and regulations that Webster becomes subject to, including those concerning banking, taxes, dividends, securities, insurance, cybersecurity, and healthcare administration, with which Webster must comply;
•adverse conditions in the securities markets that could lead to impairment in the value of Webster’s securities portfolio;
•possible changes in governmental monetary and fiscal policies, or any leadership changes of those determining such policies, including, but not limited to, Federal Reserve policies in connection with continued inflationary pressures;
•the effects of any restructurings, staff reductions, or other disruptions in the U.S. federal government or in agencies regulating or otherwise impacting Webster’s business;
•the direct or indirect impact of any new regulatory, policy, or enforcement developments resulting from the policies or actions of the current U.S. presidential administration, including trade deals, changes in tariffs and other protectionist trade policies, any reciprocal and/or retaliatory tariffs by foreign countries, and any uncertainties related thereto;
•the timely development and acceptance of any new products and services, and the perceived value of those products and services by customers;
•changes in deposit flows, consumer spending, borrowings, and savings habits;
•Webster’s ability to implement new technologies and maintain secure and reliable information and technology systems;
•the effects, including reputational damage, of any cybersecurity threats, attacks or disruptions, fraudulent activity, or other data breaches or security events, including those involving Webster’s third-party vendors and service providers;
•issues with the performance of Webster’s counterparties and third-party vendors;
•Webster’s ability to increase market share and control expenses;
•changes in the competitive environment among banks, financial holding companies, and other traditional and non-traditional financial service providers;
•Webster’s ability to maintain adequate sources of funding and liquidity;
•possible downgrades in Webster’s credit ratings;
•limitations on Webster’s ability to receive dividends from its subsidiaries;
•Webster’s ability to attract, develop, motivate, and retain skilled employees;
•changes in loan demand or real estate values;
•changes in the mix of loan geographies, sectors, or types and the level of non-performing assets, charge-offs, and delinquencies;
•changes in Webster’s estimates of current expected credit losses based upon periodic review under relevant regulatory and accounting requirements;
•the effect of changes in accounting policies and practices applicable to Webster, including impacts of recently adopted accounting guidance;
•legal and regulatory developments, including due to judicial decisions, the initiation or resolution of legal proceedings or regulatory or other governmental inquiries, the results of regulatory examinations or reviews, disruptions at regulatory agencies, government funding or other issues;
•Webster’s ability to navigate differing environmental, social, governmental, and sustainability concerns among federal and state governmental administrations and judicial decisions, Webster’s stakeholders, and other activists that may arise from Webster’s business activities;
•Webster’s ability to assess and monitor the effect of evolving uses of artificial intelligence on its business and operations;
•the occurrence of natural disasters, severe weather events, and public health crises, and any governmental or societal responses thereto; and
•the impact of any of the foregoing on the business or credit quality of Webster’s customers.
Any forward-looking statement in this Quarterly Report on Form 10-Q speaks only as of the date on which it is made. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law.
v

PART I – FINANCIAL INFORMATION
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company is a bank holding company that has elected to be treated as a financial holding company under the BHC Act, incorporated under the laws of Delaware in 1986, and headquartered in Stamford, Connecticut. The Company had $85.6 billion in total consolidated assets at March 31, 2026.
The Bank is a commercial bank with a national bank charter focused on providing financial products and services to businesses, individuals, and families. While its core footprint spans the Northeast from the New York metropolitan area to Rhode Island and Massachusetts, certain businesses operate in extended geographies. The Bank offers three differentiated lines of business: Commercial Banking, Healthcare Financial Services, and Consumer Banking.
The following discussion and analysis provides information that management believes is necessary to understand the Company’s consolidated financial condition, results of operations, and cash flows for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This information should be read in conjunction with the Condensed Consolidated Financial Statements, and the accompanying Notes thereto, contained in Part I - Item 1. Financial Statements of this report, and the Consolidated Financial Statements of this report, and the accompanying Notes thereto, contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026. The Company’s consolidated financial condition, results of operations, and cash flows for the three months ended March 31, 2026, are not necessarily indicative of future results that may be attained for the entire year or other interim periods.
Proposed Transaction with Banco Santander
On February 3, 2026, Webster entered into a Transaction Agreement with Banco Santander and Webster Virginia Corporation, a wholly owned subsidiary of Webster incorporated in the State of Virginia. The Transaction Agreement provides that, upon the terms and subject to the conditions set forth therein, Banco Santander will acquire Webster in two steps. First, Webster will merge with and into Webster Virginia Corporation, with Webster Virginia Corporation continuing as the surviving corporation in such merger. Second, immediately following the completion of such merger, Banco Santander will acquire all outstanding shares of Webster Virginia Corporation through a statutory share exchange.
Based on Banco Santander’s closing stock price on February 2, 2026, the Transaction has an aggregate value of approximately $12.3 billion. Under the terms of the Transaction Agreement, holders of Webster common stock will receive $48.75 in cash and 2.0548 ADSs for each share of Webster common stock that they own. Holders of Webster common stock will have the option to exchange ADSs received in connection with the Transaction for Ordinary Shares at no charge for a specified period following the completion of the Transaction.
The Transaction Agreement contains customary representations and warranties, covenants, and closing conditions. As of the date of this Quarterly Report on Form 10-Q, completion of the Transaction remains subject to approval by the Federal Reserve and the European Central Bank, approval by Webster’s stockholders, and other customary closing conditions. Webster filed its Definitive Proxy Statement on April 23, 2026, and a special stockholder meeting is scheduled for May 26, 2026, for stockholder approval of the Transaction. The Transaction is expected to close in the second half of 2026.
Additional information regarding the proposed Transaction can be found within Note 2: Business Developments in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.
Joint Venture with Marathon Asset Management
On July 19, 2024, the Company, through its subsidiary, MW Advisor Holding, LLC, and Marathon Asset Management formed a private credit joint venture designed to deliver direct lending solutions for sponsor-backed middle market companies across the country. Information regarding joint venture activities that occurred during the year ended December 31, 2025, can be found within Note 2: Business Developments in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
On January 26, 2026, CVC Capital Partners, a private markets investment firm, announced that it has agreed to acquire 100% of Marathon Asset Management, which will result in a change in control of Marathon Asset Management. Separately, Webster’s Transaction with Banco Santander will result in a change of control of Webster. Pursuant to the operating agreement for Webster’s joint venture with Marathon Asset Management, within 120 days after the consummation of a change in control, the non-affected member may elect to dissolve the joint venture, which would result in the wind-down of MW Advisor, LLC and Marathon Direct Lending SLP, LLC.

1

Economic Outlook
Actions and announcements related to changes in trade policies and other economic policies and practices, including tariffs, increases in commodity prices, and geopolitical tensions, have created significant economic uncertainty in the U.S., which could contribute to higher inflation, increase the risk of a recession, and introduce further uncertainty as to the pace and direction of interest rate changes. Events such as these are outside of our control, but nonetheless may alter customer behavior, including borrowing, repayment, investment, and deposit practices, which could, in turn, adversely impact our business and financial results in future periods. While we cannot predict the potential impact that these changes and economic developments may have on us or our customers, we believe that our diverse businesses, strong capital position, unique deposit profile, and solid risk management framework allow us to operate in a range of economic environments.
Results of Operations
The following table summarizes selected financial highlights and key performance indicators:
 Three months ended March 31,
(In thousands, except per share and ratio data)20262025
Income and performance ratios:
Net income$246,231 $226,917 
Net income applicable to common stockholders239,274 220,367 
Earnings per common share - diluted1.50 1.30 
Return on average assets (annualized)1.16 %1.15 %
Return on average tangible common stockholders’ equity (annualized) (non-GAAP)16.18 15.93 
Return on average common stockholders’ equity (annualized)10.35 9.94 
Non-interest income as a percentage of total revenue (1)
13.79 13.14 
Asset quality:
ACL on loans and leases$733,434 $713,321 
Non-performing assets (1)
524,418 564,708 
ACL on loans and leases / total loans and leases1.28 %1.34 %
Net charge-offs / average loans and leases (annualized)0.29 0.42 
Non-performing loans and leases / total loans and leases (2)
0.91 1.06 
Non-performing assets / total loans and leases plus OREO and repossessed assets (2)
0.92 1.06 
ACL on loans and leases / non-performing loans and leases (2)
140.36 126.39 
Other ratios:
Tangible common equity (non-GAAP)7.39 %7.43 %
Tier 1 Risk-Based Capital11.91 11.76 
Total Risk-Based Capital13.89 13.96 
CET1 Risk-Based Capital11.42 11.25 
Stockholders’ equity / total assets
11.19 11.47 
Net interest margin3.36 3.48 
Efficiency ratio (non-GAAP)46.83 45.79 
Equity and share related:
Common stockholders’ equity$9,289,670 $8,920,175 
Book value per common share57.33 52.91 
Tangible book value per common share (non-GAAP)37.59 33.97 
Common stock closing price69.42 51.55 
Dividends and equivalents declared per common share0.40 0.40 
Common shares outstanding162,049 168,594 
Weighted-average common shares outstanding - basic159,534 169,182 
Weighted-average common shares - diluted159,850 169,544 
(1)Total revenue reflects the sum of Net interest income and Non-interest income.
(2)Non-performing assets and the related asset quality ratios exclude the impact of net unamortized (discounts)/premiums and net unamortized deferred (fees)/costs on loans and leases.


2

Non-GAAP Financial Measures
The non-GAAP financial measures identified in the preceding table provide both management and investors with information useful in understanding the Company’s financial position, results of operations, the strength of its capital position, and overall business performance. These non-GAAP financial measures are used by management for performance measurement purposes, as well as for internal planning and forecasting, and by securities analysts, investors, and other interested parties to assess peer company operating performance. Management believes that this presentation, together with the accompanying reconciliations, provides investors with a more complete understanding of the factors and trends affecting the Company’s business and allows investors to view its performance in a similar manner.
Tangible book value per common share represents stockholders’ equity, less preferred stock and goodwill and other net intangible assets (“tangible common equity”), divided by common shares outstanding at the end of the reporting period. The tangible common equity ratio represents tangible common equity divided by total assets, less goodwill and other net intangible assets (“tangible assets”). Both of these measures are used by management to evaluate the Company’s capital position. The return on average tangible common stockholders’ equity is calculated using net income less preferred stock dividends, adjusted for the tax-effected amortization of intangible assets, as a percentage of average tangible common equity. This measure is used by management to assess the Company’s performance against its peer financial institutions. The efficiency ratio, which represents the costs expended to generate a dollar of revenue, is calculated excluding certain non-operational items in order to measure how well the Company is managing its recurring operating expenses.
These non-GAAP financial measures should not be considered a substitute for GAAP-basis financial measures. Because
non-GAAP financial measures are not standardized, it may not be possible to compare these with other companies that present financial measures having the same or similar names.
The following tables reconcile non-GAAP financial measures to the most comparable financial measures defined by GAAP:
March 31,
(Dollars and shares in thousands, except per share data)20262025
Tangible book value per common share:
Stockholders’ equity$9,573,649 $9,204,154 
Less: Preferred stock283,979 283,979 
 Goodwill and other intangible assets, net3,197,981 3,193,132 
Tangible common stockholders’ equity$6,091,689 $5,727,043 
Common shares outstanding162,049 168,594 
Tangible book value per common share$37.59 $33.97 
Book value per common share (GAAP)$57.33 $52.91 
Tangible common equity ratio:
Tangible common stockholders’ equity$6,091,689 $5,727,043 
Total assets$85,584,588 $80,279,750 
Less: Goodwill and other intangible assets, net3,197,981 3,193,132 
Tangible assets$82,386,607 $77,086,618 
Tangible common equity ratio7.39 %7.43 %
Common stockholders’ equity to total assets (GAAP)10.85 %11.11 %
3

Three months ended March 31,
(Dollars in thousands)20262025
Return on average tangible common stockholders’ equity (annualized):
Net income$246,231 $226,917 
Less: Preferred stock dividends4,163 4,163 
Add: Intangible assets amortization, tax-effected6,676 6,732 
Adjusted net income $248,744 $229,486 
Adjusted net income (annualized)$994,976 $917,944 
Average stockholders’ equity$9,638,238 $9,245,030 
Less: Average preferred stock283,979 283,979 
 Average goodwill and other intangible assets3,203,998 3,198,123 
Average tangible common stockholders’ equity$6,150,261 $5,762,928 
Return on average tangible common stockholders’ equity (annualized) 16.18 %15.93 %
Return on average common stockholders’ equity (annualized) (GAAP)10.35 %9.94 %
Efficiency ratio:
Non-interest expense$379,109 $343,644 
Less: Foreclosed property activities43 517 
Intangible assets amortization9,186 9,237 
Operating lease depreciation— 16 
Transaction expenses9,145 — 
Strategic restructuring costs (1)
3,636 — 
FDIC special assessment(684)— 
Non-interest expense$357,783 $333,874 
Net interest income$634,403 $612,192 
Add: FTE adjustment15,357 13,611 
Non-interest income101,463 92,606 
Other income (2)
12,828 11,032 
Less: Operating lease depreciation— 16 
Gain on sale of investment securities, net— 220 
Adjusted income$764,051 $729,205 
Efficiency ratio46.83 %45.79 %
Non-interest expense as a percentage of total revenue (GAAP) (3)
51.52 %48.76 %
(1)Strategic restructuring costs reflect severance charges.
(2)Other income (non-GAAP) reflects a tax-equivalent adjustment on income generated from low-income housing tax credit investments.
(3)Total revenue reflects the sum of Net interest income and Non-interest income.
4

Net Interest Income Analysis
The following table summarizes daily average balances, interest, and average yield/rate by major category, and net interest margin on an FTE basis:
 Three months ended March 31,
 20262025
(Dollars in thousands)Average
Balance		Interest Income/ExpenseAverage Yield/RateAverage
Balance		Interest Income/ExpenseAverage Yield/Rate
Assets:
Interest-earning assets:
Loans and leases (1)
$57,106,092 $789,336 5.53 %$52,568,406 $766,388 5.84 %
Investment securities:
Taxable17,567,508 187,240 4.26 17,141,694 189,455 4.42 
Non-taxable1,059,403 8,491 3.21 972,264 7,354 3.03 
Total investment securities18,626,911 195,731 4.20 18,113,958 196,809 4.35 
FHLB and FRB stock381,312 4,498 4.78 323,982 3,954 4.95 
Interest-bearing deposits (2)
2,206,596 20,053 3.64 1,819,496 19,932 4.38 
Loans held for sale14,100 18 0.5028,732 15 0.21 
Total interest-earning assets78,335,011 $1,009,636 5.16 %72,854,574 $987,098 5.42 %
Non-interest-earning assets6,761,702 6,410,395 
Total assets$85,096,713 $79,264,969 
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Demand$10,120,435 $— — %$10,280,570 $— — %
Interest-bearing checking 11,288,211 45,269 1.63 9,709,820 40,899 1.71 
Health savings accounts9,562,306 3,946 0.17 9,307,517 3,560 0.16 
Money market23,968,546 181,059 3.06 21,114,901 183,107 3.52 
Savings6,847,778 23,719 1.40 7,104,607 28,143 1.61 
Certificates of deposit5,892,336 44,968 3.10 6,047,194 54,942 3.68 
Brokered certificates of deposit1,836,424 17,663 3.90 1,402,350 15,732 4.55 
Total deposits69,516,036 316,624 1.85 64,966,959 326,383 2.04 
Securities sold under agreements to repurchase179,787 1,062 2.36 244,560 1,676 2.74 
FHLB advances3,535,915 33,860 3.83 2,112,301 23,589 4.47 
Long-term debt
722,150 8,330 4.61 886,235 9,647 4.35 
Total borrowings4,437,852 43,252 3.90 3,243,096 34,912 4.31 
Total deposits and interest-bearing liabilities73,953,888 $359,876 1.97 %68,210,055 $361,295 2.15 %
Non-interest-bearing liabilities1,504,587 1,809,884 
Total liabilities75,458,475 70,019,939 
Preferred stock283,979 283,979 
Common stockholders’ equity9,354,259 8,961,051 
Total stockholders’ equity9,638,238 9,245,030 
Total liabilities and stockholders’ equity$85,096,713 $79,264,969 
Net interest income (FTE)$649,760 $625,803 
Less: FTE adjustment (3)
(15,357)(13,611)
Net interest income$634,403 $612,192 
Net interest margin (FTE)3.36 %3.48 %
(1)Non-accrual loans have been included in the computation of average balances.
(2)Interest-bearing deposits are a component of Cash and cash equivalents on the Condensed Consolidated Statements of Cash Flows included in Part I - Item 1. Financial Statements.
(3)FTE adjustments on loans and leases and investment securities are determined assuming a statutory federal income tax rate of 21%. Items computed on an FTE basis are considered non-GAAP financial measures, and are used by management to evaluate the comparability of the Company’s revenue arising from both taxable and non-taxable sources.
5

The following table summarizes the change in net interest income attributable to changes in rate and volume, and reflects net interest income on an FTE basis:
Three months ended March 31,
2026 vs. 2025
Increase (decrease) due to
(In thousands)
Rate (1)
VolumeTotal
Change in interest on interest-earning assets:
Loans and leases$(45,620)$68,568 $22,948 
Investment securities(7,899)6,821 (1,078)
FHLB and FRB stock(155)699 544 
Interest-bearing deposits(4,120)4,241 121 
Loans held for sale10 (7)3 
Total interest income$(57,784)$80,322 $22,538 
Change in interest on interest-bearing liabilities:
Interest-bearing checking$(2,277)$6,647 $4,370 
Health savings accounts288 98 386 
Money market(26,795)24,747 (2,048)
Savings(3,407)(1,017)(4,424)
Certificates of deposit(8,567)(1,407)(9,974)
Brokered certificates of deposits (2,939)4,870 1,931 
Securities sold under agreements to repurchase(170)(444)(614)
FHLB advances(5,627)15,898 10,271 
Long-term debt470 (1,787)(1,317)
Total interest expense$(49,024)$47,605 $(1,419)
Net change in net interest income$(8,760)$32,717 $23,957 
(1)The change attributable to mix, a combined impact of rate and volume, and other is included with the change due to rate.
Net interest income increased $22.2 million, or 3.6%, from $612.2 million for the three months ended March 31, 2025, to $634.4 million for the three months ended March 31, 2026, reflecting increases of $5.5 billion, or 7.5%, in average total interest-earning assets and $5.7 billion, or 8.4%, in average total deposits and interest-bearing liabilities. On an FTE basis, net interest income increased $24.0 million, or 3.8%. Net interest margin decreased 12 basis points from 3.48% for the three months ended March 31, 2025, to 3.36% for the three months ended March 31, 2026. As compared to the three months ended March 31, 2025, the average yield on average total interest-earning assets decreased 26 basis points and the average rate on average total deposits and interest-bearing liabilities decreased 18 basis points, both primarily due to the lower interest rate environment during the three months ended March 31, 2026.
The change in average total interest-earnings assets was primarily attributed to the following items:
•Average loans and leases increased $4.5 billion, or 8.6%, primarily due to increases in commercial non-mortgage, commercial real estate, residential mortgages, multi-family mortgages, and other consumer loans, partially offset by decreases in asset-based lending.
•Average total investment securities increased $0.5 billion, or 2.8%, reflecting an increase of $1.0 billion in available-for-sale securities, partially offset by a decrease of $0.5 billion in held-to-maturity securities, primarily due to the timing and volume of purchases and paydown activities.
•Average interest-bearing deposits held at the FRB of New York increased $0.4 billion, or 21.3%, primarily due to management’s strategic decision to hold higher levels of on-balance sheet liquidity.
The change in average total deposits and interest-bearing liabilities was primarily attributed to the following items:
•Average total deposits increased $4.5 billion, or 7.0%, primarily due to increases of $2.9 billion in money market deposits and $1.6 billion in interest-bearing checking.
•Average FHLB advances increased $1.4 billion, or 67.4%, primarily due to a change in short-term funding mix.
•Average long-term debt decreased $0.2 billion, or 18.5%, primarily due to the repayment of $499.0 million, in aggregate, of subordinated notes during the fourth quarter of 2025, partially offset by the issuance of $350.0 million of subordinated notes during the third quarter of 2025.
6

Provision for Credit Losses
The provision for credit losses decreased $23.5 million, or 30.3%, from $77.5 million for the three months ended March 31, 2025, to $54.0 million for the three months ended March 31, 2026, primarily due to lower charge-offs and favorable risk rating migration trends, partially offset by loan growth.
Additional information regarding the Company’s provision for credit losses on loans and leases and the related ACL can be found under the sections captioned “Loans and Leases” through “Allowance for Credit Losses on Loans and Leases” contained elsewhere in this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Non-Interest Income
 Three months ended March 31,
(In thousands)20262025
Deposit service fees$41,515 $38,895 
Loan and lease related fees15,414 17,621 
Wealth and investment services7,209 7,789 
Cash surrender value of life insurance policies8,644 7,992 
Gain on sale of investment securities, net — 220 
Other income28,681 20,089 
Total non-interest income$101,463 $92,606 
Total non-interest income increased $8.9 million, or 9.6%, from $92.6 million for the three months ended March 31, 2025, to $101.5 million for the three months ended March 31, 2026, primarily due to increases in Other income and Deposit service fees, partially offset by a decrease in Loan and lease related fees.
Deposit service fees increased $2.6 million, or 6.7%, from $38.9 million for the three months ended March 31, 2025, to $41.5 million for the three months ended March 31, 2026, primarily due to increased customer account service charges, HSA brokerage fees, interchange income, and cash management fees.
Loan and lease related fees decreased $2.2 million, or 12.5%, from $17.6 million for the three months ended March 31, 2025, to $15.4 million for the three months ended March 31, 2026, primarily due to lower prepayment penalties, amendment fees, and syndication fees, partially offset by higher loan servicing fees.
Other income increased $8.6 million, or 42.8%, from $20.1 million for the three months ended March 31, 2025, to $28.7 million for the three months ended March 31, 2026, primarily due to an increase in client hedging activities, the change in the credit valuation adjustment, increased revenues from Ametros, and the acquisition of SecureSave, partially offset by individually immaterial net decreases in various other income items.

7

Non-Interest Expense
 Three months ended March 31,
(In thousands)20262025
Compensation and benefits$222,906 $198,645 
Occupancy19,486 19,717 
Technology and equipment49,631 47,719 
Intangible assets amortization9,186 9,237 
Marketing4,699 4,027 
Professional and outside services22,542 17,226 
Deposit insurance16,300 16,345 
Other expense34,359 30,728 
Total non-interest expense$379,109 $343,644 
Total non-interest expense increased $35.5 million, or 10.3%, from $343.6 million for the three months ended March 31, 2025, to $379.1 million for the three months ended March 31, 2026, primarily due to increases in Compensation and benefits, Professional and outside services, and Other expense.
Compensation and benefits increased $24.3 million, or 12.2%, from $198.6 million for the three months ended March 31, 2025, to $222.9 million for the three months ended March 31, 2026, primarily due to higher compensation and benefits costs and increased severance charges.
Professional and outside services increased $5.3 million, or 30.9%, from $17.2 million for the three months ended March 31, 2025, to $22.5 million for the three months ended March 31, 2026, primarily due to an increase in consulting fees as a result of the Transaction, partially offset by a decrease in technology-related consulting fees.
Other expense increased $3.7 million, or 11.8%, from $30.7 million for the three months ended March 31, 2025, to $34.4 million for the three months ended March 31, 2026, primarily due to increased service contract costs and loan workout expenses, partially offset by individually immaterial net decreases in various other expense items.
Income Taxes
The Company recognized income tax expense of $56.5 million for the three months ended March 31, 2026, and $56.7 million for the three months ended March 31, 2025, reflecting effective tax rates of 18.7% and 20.0%, respectively. Despite an increase in pre-tax income during the three months ended March 31, 2026, income tax expense decreased $0.2 million, primarily due to the recognition of higher net discrete tax benefits related to stock-based compensation in the current period, as compared to a year ago. The decrease in the effective tax rate was also primarily due to the recognition of those higher net discrete tax benefits. Additional information regarding the Company’s income taxes, including its deferred tax assets, can be found within Note 8: Income Taxes in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
8

Segment Reporting
The Company’s operations are organized into three reportable segments that represent its differentiated lines of business: Commercial Banking, Healthcare Financial Services, and Consumer Banking. Additional information regarding the Company’s reportable segments and its segment reporting methodology can be found within Note 15: Segment Reporting in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.
Commercial Banking
Operating Results:
Three months ended March 31,
(In thousands)20262025
Net interest income$326,977 $319,123 
Non-interest income32,169 28,958 
Non-interest expense118,321 106,582 
Pre-tax, pre-provision net revenue$240,825 $241,499 
Commercial Banking’s PPNR decreased $0.7 million, or 0.3%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, due to an increase in non-interest expense, partially offset by increases in net interest income and non-interest income. The $7.9 million increase in net interest income was primarily due to higher average loan and deposit balances, partially offset by a lower net spread on loans and leases. The $3.2 million increase in non-interest income was primarily due to increased client hedging activity and direct investment gains, partially offset by lower loan syndication and prepayment fees. The $11.7 million increase in non-interest expense was primarily due to higher compensation and benefits costs, increased investments in technology and operational process improvements, and higher loan workout expenses.
Selected Balance Sheet and Off-Balance Sheet Information:
(In thousands)March 31,
2026		December 31,
2025
Loans and leases$44,387,462 $43,762,010 
Deposits17,839,627 17,278,467 
Assets under administration / management (off-balance sheet)2,775,639 2,820,973 
Loans and leases increased $0.6 billion, or 1.4%, at March 31, 2026, as compared to at December 31, 2025, primarily due to growth across Commercial Real Estate, Sponsor and Specialty Finance, and Verticals and Regional Banking, partially offset by net principal paydowns in Asset-Based Lending. Total portfolio originations were $3.2 billion for the three months ended March 31, 2026, and $2.1 billion for the three months ended March 31, 2025. The $1.1 billion increase was primarily due to increased Commercial Real Estate and Sponsor and Specialty Finance originations.
Deposits increased $0.6 billion, or 3.2%, at March 31, 2026, as compared to at December 31, 2025, primarily due to seasonal inflows from public municipal deposit clients.
Assets under administration and assets under management, remained relatively flat at approximately $2.8 billion at March 31, 2026, and December 31, 2025, primarily due to customer investment outflows and investment performance.
9

Healthcare Financial Services
Operating Results:
Three months ended March 31,
(In thousands)20262025
Net interest income$100,033 $96,361 
Non-interest income34,222 29,390 
Non-interest expense61,752 55,720 
Pre-tax, pre-provision net revenue$72,503 $70,031 
Healthcare Financial Services’ PPNR increased $2.5 million, or 3.5%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, due to increases in net interest income and non-interest income, partially offset by an increase in non-interest expense. The $3.7 million increase in net interest income was primarily due to higher deposit balances, partially offset by lower deposit spreads. The $4.8 million increase in non-interest income was primarily due to increased revenues from Ametros, higher interchange fees, and the acquisition of SecureSave. The $6.0 million increase in non-interest expense was also primarily due to the acquisition of SecureSave, as well as higher compensation and benefits costs, marketing costs, and other expenses.
Selected Balance Sheet and Off-Balance Sheet Information:
(In thousands)March 31,
2026		December 31,
2025
Deposits$10,733,013 $10,417,888 
Assets under administration, through linked investment accounts (off-balance sheet)6,460,633 6,508,605 
Deposits increased $0.3 billion, or 3.0%, at March 31, 2026, as compared to at December 31, 2025, primarily due to additional HSA Bank and Ametros account holders.
Assets under administration, through linked investment accounts, remained relatively flat at approximately $6.5 billion at March 31, 2026, and at December 31, 2025, primarily due to decreased investment account balances as a result of lower equity market valuations, partially offset by the impact from additional HSA Bank and Ametros account holders.
10

Consumer Banking
Operating Results:
Three months ended March 31,
(In thousands)20262025
Net interest income$208,323 $202,064 
Non-interest income23,189 26,204 
Non-interest expense126,267 122,656 
Pre-tax, pre-provision net revenue$105,245 $105,612 
Consumer Banking’s PPNR decreased $0.4 million, or 0.3%, for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, due to a decrease in non-interest income and an increase in non-interest expense, partially offset by an increase in net interest income. The $6.2 million increase in net interest income was primarily due to higher average loan balances and a higher interest rate spread on loans, partially offset by lower average deposit balances and a lower interest rate spread on deposits. The $3.0 million decrease in non-interest income was primarily due to lower investment services income and non-recurring gains from investment portfolio sales a year ago. The $3.6 million increase in non-interest expense was primarily due to higher compensation and benefits costs and operational support costs, partially offset by decreased investments in technology and lower occupancy and equipment costs.
Selected Balance Sheet and Off-Balance Sheet Information:
(In thousands)March 31,
2026		December 31,
2025
Loans$12,854,090 $12,827,465 
Deposits27,444,754 27,663,514 
Assets under administration (off-balance sheet)7,360,092 8,009,314 
Loans remained relatively flat at approximately $12.8 billion at March 31, 2026, and at December 31, 2025, primarily due to growth in residential mortgages and other consumer loans, offset by net principal paydowns in home equity loans/lines of credit and business banking commercial loans. Total portfolio originations were $0.5 billion for the three months ended March 31, 2026, and $0.6 billion for the three months ended March 31, 2025. The $0.1 billion decrease was primarily due to lower residential mortgage originations, partially offset by higher home equity and business banking commercial loan originations.
Deposits decreased $0.2 billion, or 0.8%, at March 31, 2026, as compared to at December 31, 2025, primarily due to seasonal increases in money market, interest-bearing checking, and non-interest-bearing demand, partially offset by a decrease in certificates of deposit and online savings deposits.
Assets under administration decreased $0.6 billion, or 8.1% at March 31, 2026, as compared to at December 31, 2025, primarily due to decreased investment account balances as a result of lower equity market valuations.
11

Financial Condition
Total assets increased $1.5 billion, or 1.8%, from $84.1 billion at December 31, 2025, to $85.6 billion at March 31, 2026. The change in total assets was primarily attributed to the following items, which experienced changes greater than $100 million:
•Cash and cash equivalents increased $0.4 billion, primarily due to an increase in interest-bearing deposits held at the FRB of New York as a result of management’s strategic decision to hold higher levels of on-balance sheet liquidity;
•Total investment securities, net increased $0.4 billion, reflecting a $0.6 billion increase in the available-for-sale portfolio, partially offset by a decrease of $0.2 billion in the held-to-maturity portfolio. The net increase in total investment securities was primarily due to purchases exceeding paydown activities, particularly across the Agency MBS, Agency CMBS, and CMBS categories; and
•Loans and leases increased $0.7 billion, primarily due to $3.7 billion of originations during the three months ended March 31, 2026, particularly across the commercial non-mortgage and commercial real estate categories, partially offset by net principal paydowns, particularly within the asset-based lending category;
Total liabilities increased $1.4 billion, or 1.9%, from $74.6 billion at December 31, 2025, to $76.0 billion at March 31, 2026. The change in total liabilities was primarily attributed to the following items:
•Total deposits increased $0.3 billion, reflecting a $0.5 billion increase in interest-bearing deposits, partially offset by a $0.2 billion decrease in non-interest-bearing deposits. The net increase in total deposits was primarily due to seasonal increases in interest-bearing checking and money markets, partially offset by a decrease in brokered certificates of deposit;
•Securities sold under agreements to repurchase decreased $0.5 billion, primarily due to a change in short-term funding mix;
•FHLB advances increased $1.8 billion, also primarily due to a change in short-term funding mix; and
•Accrued expenses and other liabilities decreased $0.2 billion. Notable drivers of the change included decreases in accrued compensation and benefits, unfunded commitments for LIHTC investments, and accrued income taxes, partially offset by an increase in treasury derivative liabilities.
Total stockholders’ equity increased $0.1 billion, or 0.9%, from $9.5 billion at December 31, 2025, to $9.6 billion at March 31, 2026. The change in total stockholders’ equity was attributed to the following items:
•Net income of $246.2 million;
•Other comprehensive (loss), net of tax, of $79.7 million;
•Dividends paid to common and preferred stockholders of $64.8 million and $4.2 million, respectively; and
•Common stock acquired from employee stock-based compensation plan activity of $30.2 million.
12

Investment Securities
Through its Corporate Treasury function, the Company maintains and invests in debt securities that are primarily used to provide a source of liquidity for operating needs, as a means to manage the Company’s interest-rate risk, and to generate interest income. The Company’s investment securities are classified into two major categories: available-for-sale and
held-to-maturity.
The ALCO manages the Company’s investment securities in accordance with regulatory guidelines and corporate policies, which include limitations on aspects such as concentrations in and types of investments, as well as minimum risk ratings per type of security. In addition, the OCC may further establish individual limits on certain types of investments at the Bank if the concentration in such security presents a safety and soundness concern. Although the Bank held the entirety of the Company’s investment securities portfolio at March 31, 2026, and at December 31, 2025, the Company may also directly hold investments.
The following table summarizes the carrying amount and percentage composition of the Company’s investment securities:
 March 31, 2026December 31, 2025
(Dollars in thousands)Amount%Amount%
Available-for-sale:
Government agency debentures$196,0871.9 %$197,6502.0 %
Agency CMO23,5630.2 24,8560.2 
Agency MBS5,367,62050.7 5,057,27350.5 
Agency CMBS3,680,45034.8 3,526,01035.2 
Municipal bonds and notes107,2091.0 109,6191.1 
CMBS858,2878.1 718,4127.2 
Corporate debt301,3612.8 328,1453.3 
Private label MBS37,1860.4 38,0520.4 
Other9,5000.1 9,4830.1 
Total available-for-sale$10,581,263100.0 %$10,009,500100.0 %
Held-to-maturity:
Agency CMO$15,8180.2 %$16,7910.2 %
Agency MBS2,670,15934.1 2,767,86934.7 
Agency CMBS4,277,05354.5 4,295,30853.9 
Municipal bonds and notes (1)
812,92310.4 824,73410.4 
CMBS63,1220.8 64,9700.8 
Total held-to-maturity$7,839,075100.0 %$7,969,672100.0 %
Total investment securities$18,420,338$17,979,172
(1)Excludes an ACL of $0.1 million at March 31, 2026, and at December 31, 2025.
Available-for-sale securities increased $0.6 billion, or 5.7%, from $10.0 billion at December 31, 2025, to $10.6 billion at
March 31, 2026, primarily due to purchases exceeding paydown activities, particularly across the Agency MBS, Agency CMBS, and CMBS categories. The average FTE yield on the available-for-sale portfolio was 4.58% for the three months ended March 31, 2026, as compared to 4.67% for the three months ended March 31, 2025. The 9 basis point decrease was primarily due to lower reinvestment rates and reduced discount accretion.
Gross unrealized losses on available-for-sale securities were $0.6 billion at March 31, 2026, and $0.5 billion at December 31, 2025. The $0.1 billion increase was primarily due to higher market interest rates and wider securities spreads. On a quarterly basis, each available-for-sale security that is in an unrealized loss position is evaluated to determine whether the decline in fair value below the amortized cost basis is a result of any credit related factors. There was no ACL recorded on available-for-sale securities at March 31, 2026, and at December 31, 2025. Each of the Company’s available-for-sale securities in an unrealized loss position at March 31, 2026, is investment grade, current as to principal and interest, and has had price changes that are consistent with interest and credit spreads when adjusting for duration, convexity, rating, and industry differences. Based on current market conditions and the Company’s targeted balance sheet composition strategy, the Company intends to hold its available-for-sale securities in unrealized loss positions through the anticipated recovery period.
Held-to-maturity securities decreased $0.2 billion, or 1.6%, from $8.0 billion at December 31, 2025, to $7.8 billion at
March 31, 2026, primarily due to paydown activities across the Agency MBS, Agency CMBS, and Municipal bonds and notes categories. There were no purchases of held-to-maturity securities during the three months ended March 31, 2026. The average FTE yield on the held-to-maturity portfolio was 3.70% for the three months ended March 31, 2026, as compared to 3.97% for the three months ended March 31, 2025. The 27 basis point decrease was primarily due to reduced discount accretion and continued paydowns.
13

Gross unrealized losses on held-to-maturity securities were $0.9 billion at March 31, 2026, and $0.8 billion at December 31, 2025. The $0.1 billion increase was primarily due to higher market interest rates and wider securities spreads. Held-to-maturity securities are evaluated for credit losses on a quarterly basis under the CECL methodology. The ACL on held-to-maturity securities was $0.1 million at March 31, 2026, and at December 31, 2025.
The following table summarizes the maturity distribution of investment securities by the earlier of either contractual maturity or call date, as applicable, along with their respective weighted-average yields:
March 31, 2026
1 Year or Less1 - 5 Years5 - 10 YearsAfter 10 YearsTotal
(Dollars in thousands)Amount
Weighted-
Average
Yield (1)
Amount
Weighted-
Average
Yield (1)
Amount
Weighted-
Average
Yield (1)
Amount
Weighted-
Average
Yield (1)
Amount
Weighted-
Average
Yield (1)
Available-for-sale:
Government agency debentures$— — %$— — %$99,600 2.51 %$123,269 3.76 %$222,869 3.20 %
Agency CMO— — — — 1,601 3.24 24,074 2.83 25,675 2.85 
Agency MBS7 2.61 1,301 1.31 3,653 3.59 5,482,677 4.71 5,487,638 4.71 
Agency CMBS— — 112,126 4.61 655,515 4.42 3,285,742 4.23 4,053,383 4.27 
Municipal bonds and notes175 4.24 3,455 2.83 65,167 2.35 47,755 2.10 116,552 2.26 
CMBS1,394 5.17 — — — — 856,598 5.30 857,992 5.30 
Corporate debt7,005 3.23 151,686 3.60 168,108 3.34 — — 326,799 3.46 
Private label MBS— — — — — — 40,593 4.01 40,593 4.01 
Other— — 9,887 3.25 — — — — 9,887 3.25 
Total available-for-sale$8,581 3.56 %$278,455 3.98 %$993,644 3.90 %$9,860,708 4.57 %$11,141,388 4.50 %
Held-to-maturity:
Agency CMO$— — %$— — %$— — %$15,818 2.73 %$15,818 2.73 %
Agency MBS8 2.47 — — 56,101 2.52 2,614,050 3.42 2,670,159 3.40 
Agency CMBS— — 95,004 2.66 — — 4,182,049 3.73 4,277,053 3.70 
Municipal bonds and notes16,654 2.94 74,000 3.03 204,976 2.95 517,293 3.32 812,923 3.20 
CMBS— — — — — — 63,122 2.39 63,122 2.39 
Total held-to-maturity$16,662 2.94 %$169,004 2.82 %$261,077 2.86 %$7,392,332 3.58 %$7,839,075 3.53 %
Total investment securities (2)
$25,243 3.15 %$447,459 3.54 %$1,254,721 3.69 %$17,253,040 4.14 %$18,980,463 4.10 %
(1)Weighted-average yields exclude FTE adjustments and hedge adjustments, and are calculated on a pre-tax basis using the current yield inclusive of premium amortization and discount accretion for each security, major type, and maturity bucket.
(2)Available-for-sale securities and held-to-maturity securities are presented at amortized cost before any allowance for credit losses.
Additional information regarding the Company’s investment securities’ portfolios can be found within Note 3: Investment Securities in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.
14

Loans and Leases
The following table summarizes the amortized cost and percentage composition of the Company’s loans and leases:
 March 31, 2026December 31, 2025
(Dollars in thousands)Amount%Amount%
Commercial non-mortgage$20,915,25236.5 %$20,405,23736.0 %
Asset-based1,118,9882.0 1,231,2312.2 
Commercial real estate15,234,86426.6 15,326,00727.1 
Multi-family7,334,21612.8 7,008,83912.4 
Equipment financing1,254,1312.2 1,258,8822.2 
Residential9,600,02616.8 9,599,57717.0 
Home equity1,345,7572.3 1,370,5132.4 
Other consumer445,3080.8 396,8240.7 
Total loans and leases (1)
$57,248,542100.0 %$56,597,110100.0 %
(1)Excludes an ACL of $733.4 million at March 31, 2026, and $719.4 million at December 31, 2025.
The following table summarizes loans and leases by contractual maturity, along with the indication of whether interest rates are fixed or variable:
March 31, 2026
(In thousands)1 Year or Less1 - 5 Years5 - 15 YearsAfter 15 YearsTotal
Fixed-rate:
Commercial non-mortgage$255,466 $1,113,983 $2,842,500 $1,566,439 $5,778,388 
Asset-based15,500 364,476 — — 379,976 
Commercial real estate839,483 2,172,530 597,989 82,280 3,692,282 
Multi-family757,266 3,498,306 587,988 130,729 4,974,289 
Equipment financing80,162 796,216 377,753 — 1,254,131 
Residential2,609 26,913 369,820 5,652,097 6,051,439 
Home equity2,376 21,623 143,059 208,091 375,149 
Other consumer13,562 346,319 60,935 31 420,847 
Total fixed-rate loans and leases$1,966,424 $8,340,366 $4,980,044 $7,639,667 $22,926,501 
Variable-rate:
Commercial non-mortgage$4,426,909 $8,412,770 $2,189,667 $107,518 $15,136,864 
Asset-based262,147 476,865 — — 739,012 
Commercial real estate2,108,704 6,668,053 2,293,008 472,817 11,542,582 
Multi-family299,309 1,529,170 519,613 11,835 2,359,927 
Residential365 6,596 210,882 3,330,744 3,548,587 
Home equity2,542 4,243 78,403 885,420 970,608 
Other consumer4,606 19,855 — — 24,461 
Total variable-rate loans and leases (1)
$7,104,582 $17,117,552 $5,291,573 $4,808,334 $34,322,041 
Total loans and leases (2)
$9,071,006 $25,457,918 $10,271,617 $12,448,001 $57,248,542 
(1)The Company has a back-to-back swap program, whereby it enters into an interest rate swap with a qualified customer and simultaneously enters into an equal and opposite interest rate swap with a swap counterparty, to hedge interest rate risk. At
March 31, 2026, there were 926 customer interest rate swap arrangements with a total notional amount of $9.0 billion to convert variable-rate loan payments to fixed-rate loan payments, and 39 customer interest rate cap arrangements with a total notional amount of $1.0 billion limiting how high interest rates can rise on variable-rate loans in a rising interest rate environment.
(2)Amounts due exclude total accrued interest receivable of $285.6 million.
Portfolio Concentrations
The Company actively monitors and manages concentrations of credit risk pertaining to specific industries, geographies, property types, and other characteristics that may exist in its loan and lease portfolio. In aggregate, commercial non-mortgage, commercial real estate, and multi-family loans comprised 75.9% at March 31, 2026, and 75.5% at December 31, 2025, of the Company’s total loans and leases, with a large portion of the borrowers or properties associated with these loans geographically concentrated in New York City and the proximate areas.
15

The following table summarizes the percentage composition of commercial non-mortgage loans by industry, as determined using NAICS codes, which are used by the Company to categorize loans based on the borrower’s type of business:
Industry:March 31, 2026December 31, 2025
Finance31.9 %30.0 %
Public Administration16.3 16.4 
Services15.3 15.7 
Communications7.0 7.0 
Manufacturing5.9 5.7 
Real Estate4.4 5.6 
Retail & Wholesale4.0 4.1 
Transportation & Public Utilities3.3 3.3 
Healthcare2.8 3.0 
Construction1.8 2.0 
Other7.3 7.2 
Total commercial non-mortgage100.0 %100.0 %
As illustrated above, concentrations generally remain consistent from period to period. Any change in composition is consistent with the Company’s portfolio growth strategy.
The following tables summarize the percentage composition of commercial real estate and multi-family loans by geography and property type, and whether the properties are owner occupied or non-owner occupied:
March 31, 2026December 31, 2025
Geography:Owner OccupiedNon-Owner OccupiedTotalOwner OccupiedNon-Owner OccupiedTotal
New York City2.3 %31.6 %33.9 %2.6 %31.0 %33.6 %
Other New York Counties2.9 10.4 13.3 3.0 10.7 13.7 
Connecticut1.9 7.4 9.3 2.0 7.1 9.1 
New Jersey1.0 7.0 8.0 1.0 6.3 7.3 
Massachusetts1.0 4.7 5.7 1.0 4.5 5.5 
Southeast0.8 12.0 12.8 0.9 12.0 12.9 
Other1.0 16.0 17.0 1.1 16.8 17.9 
Total commercial real estate & multi-family10.9 %89.1 %100.0 %11.6 %88.4 %100.0 %
March 31, 2026December 31, 2025
Property Type:Owner OccupiedNon-Owner OccupiedTotalOwner OccupiedNon-Owner OccupiedTotal
Multi-family 0.2 %34.5 %34.7 %0.2 %34.5 %34.7 %
Industrial & Warehouse3.0 15.7 18.7 3.3 17.3 20.6 
Retail0.5 9.2 9.7 0.5 9.0 9.5 
Construction— 7.4 7.4 — 5.1 5.1 
Medical Office0.1 4.7 4.8 0.1 4.8 4.9 
Healthcare & Senior Living2.0 2.6 4.6 2.3 2.3 4.6 
Traditional Office0.1 3.2 3.3 — 3.6 3.6 
Hotel0.1 2.0 2.1 — 2.1 2.1 
Other4.9 9.8 14.7 5.2 9.7 14.9 
Total commercial real estate & multi-family10.9 %89.1 %100.0 %11.6 %88.4 %100.0 %
The weighted-average LTV ratio for non-owner occupied commercial real estate and multi-family loans was 56.9% at March 31, 2026, and 56.7% at December 31, 2025. The Company calculates its LTV ratios primarily using appraisals at origination unless a full appraisal is subsequently required based on deal-specific events.
Given the ongoing change in office demand driven by the acceptance of remote work options, the commercial real estate market has continued to experience an increase in office property vacancies. As such, commercial real estate performance across the U.S. related to the traditional office sector continues to be an area of uncertainty. The outstanding principal balance of traditional office commercial real estate loans was approximately $0.6 billion at March 31, 2026, which had corresponding reserves of $34.7 million. While the Company does anticipate ongoing change in the traditional office sector, management believes that its reserve levels reflect the expected credit losses in the portfolio.
16

Credit Policies and Procedures
The Bank has credit policies and procedures in place designed to support its lending activities within an acceptable level of risk, which are reviewed and approved by management and the Board of Directors on a regular basis. To assist with this process, management reviews reports generated by the Company’s loan reporting systems related to loan production, loan quality, concentrations of credit, loan delinquencies, non-performing loans, and potential problem loans.
Commercial non-mortgage, asset-based, and equipment finance loans are underwritten after evaluating and understanding the borrower’s ability to operate and service its debt. Assessment of the borrower’s management is a critical element of the underwriting process and credit decision. Once it has been determined that the borrower’s management possesses sound ethics and a solid business acumen, current and projected cash flows are examined to determine the ability of the borrower to repay obligations, as contracted. Commercial non-mortgage, asset-based, and equipment finance loans are primarily made based on the identified cash flows of the borrower, and secondarily on the underlying collateral provided by the borrower. However, the cash flows of borrowers may not be as expected, and the collateral securing these loans, as applicable, may fluctuate in value. Most commercial non-mortgage, asset-based, and equipment finance loans are secured by the assets being financed and may incorporate personal guarantees of the principal balance.
Commercial real estate loans, including multi-family, are subject to underwriting standards and processes similar to those for commercial non-mortgage, asset-based, and equipment finance loans. These loans are primarily viewed as cash flow loans, and secondarily as loans secured by real estate. Repayment of commercial real estate loans is largely dependent on the successful operation of the property securing the loan, the market in which the property is located, and the tenants of the property securing the loan. Management monitors and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria. All transactions are appraised to determine market value. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. Management periodically utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting its commercial real estate loan portfolio.
The Bank requires a valuation of real estate collateral, which generally includes third-party appraisals, at the time of origination or renewal in accordance with regulatory guidance. On an annual basis, appraisal assumptions and other factors are internally reviewed to determine whether an incremental third-party appraisal is warranted. New appraisals are typically obtained sooner if a loan becomes substandard or non-accrual.
Consumer loans are subject to policies and procedures developed to manage the specific risk characteristics of the portfolio. These policies and procedures, coupled with relatively small individual loan amounts and predominately collateralized loan structures, are spread across many different borrowers, minimizing the level of credit risk. Trend and outlook reports are reviewed by management on a regular basis, and policies and procedures are modified or developed, as needed. Underwriting factors for residential mortgage and home equity loans include the borrower’s FICO score, the loan amount relative to property value, and the borrower’s debt-to-income level. The Bank originates both qualified mortgage and non-qualified mortgage loans.
Allowance for Credit Losses on Loans and Leases
The ACL on loans and leases increased $14.0 million, or 1.9%, from $719.4 million at December 31, 2025, to $733.4 million at March 31, 2026, primarily due to an increase in individually assessed reserves and loan growth, partially offset by favorable risk rating migration.
The following table summarizes the percentage allocation of the ACL across the loan and lease categories:
March 31, 2026December 31, 2025
(Dollars in thousands)Amount
% (1)
Amount
% (1)
Commercial non-mortgage$296,15240.4 %$280,93439.1 %
Asset-based17,5092.4 19,9502.8 
Commercial real estate249,42934.0 254,76435.4 
Multi-family64,9888.9 62,1318.6 
Equipment financing13,8851.9 13,5981.9 
Residential38,5175.2 37,7695.2 
Home equity25,1053.4 25,3133.5 
Other consumer27,8493.8 24,9523.5 
Total ACL on loans and leases$733,434100.0 %$719,411100.0 %
(1)The ACL allocated to a single loan and lease category does not preclude its availability to absorb losses in other categories.
17

Methodology
The Company’s ACL on loans and leases is considered to be a critical accounting policy. The ACL on loans and leases is a contra-asset account that offsets the amortized cost basis of loans and leases for the credit losses that are expected to occur over the life of the asset. Executive management reviews and advises on the adequacy of the allowance on a quarterly basis, which is maintained at a level that management deems to be sufficient to cover expected losses within the loan and lease portfolios.
The ACL on loans and leases is determined using the CECL model, whereby an expected lifetime credit loss is recognized at the origination or purchase of an asset, including those acquired through a business combination, which is then reassessed at each reporting date over the contractual life of the asset. The calculation of expected credit losses includes consideration of past events, current conditions, and reasonable and supportable economic forecasts that affect the collectability of the reported amounts. Generally, expected credit losses are determined through a pooled, collective assessment of loans and leases with similar risk characteristics. However, if the risk characteristics of a loan or lease change such that it no longer aligns to that of the collectively assessed pool, it is removed from the population and individually assessed for credit losses. The total ACL on loans and leases recorded by management represents the aggregated estimated credit loss determined through both the collective and individual assessments.
Collectively Assessed Loans and Leases. Collectively assessed loans and leases are segmented based on product type and credit quality, and expected losses are determined using models that follow a PD, LGD, and EAD framework. Under these frameworks, expected credit losses are calculated as the product of the probability of a loan defaulting, expected loss rate given the occurrence of a default, and the expected exposure of a loan at default. Summing the product across loans over their lives yields the lifetime expected credit losses for a given portfolio. The Company’s PD and LGD calculations are predictive models that measure the current risk profile of the loan pools using forecasts of future macroeconomic conditions, historical loss information, loan-level risk attributes, and credit quality indicators. The calculation of EAD follows an iterative process to determine the expected remaining principal balance of a loan based on historical paydown rates for loans of a similar segment within the same portfolio. The calculation of portfolio exposure in future quarters incorporates expected losses, the loan’s amortization schedule, and prepayment rates.
The Company incorporates forecasts of macroeconomic variables in the determination of expected credit losses. Macroeconomic variables are selected for each class of financing receivable based on relevant factors, such as asset type and the correlation of the variables to credit losses, among others. Data from the forecast scenario of these macroeconomic variables are used as inputs to the modeled loss calculation.
The Company’s models incorporate a baseline and a downside macroeconomic forecast scenario, and management weights the scenarios based on reviews of variable forecasts and comparisons to expectations using readily available data to arrive at a macroeconomic scenario for each quarter end over a reasonable and supportable forecast period. The development of the reasonable and supportable forecast assumes that each portfolio will revert to its long-term loss rate expectation. The reasonable and supportable forecast period is two years, after which the reversion period is one year. Models use output reversion and revert to mean historical portfolio and risk rating specific loss rates on a straight-line basis in the third year of the forecast.
A portion of the collective ACL is comprised of qualitative adjustments for risk characteristics that are not reflected or captured in the quantitative models, but are likely to impact the measurement of estimated credit losses. Qualitative adjustments are based on management’s judgment of the Company, market, industry, or business specific data, and may be applied in relation to economic forecasts when relevant facts and circumstances are expected to impact credit losses, particularly in times of significant volatility in economic activity. Qualitative factors that are generally used in the Company’s models for all loan and lease portfolios include, but are not limited to, nature and volume of portfolio growth, credit quality trends, underwriting exception levels, quality of internal loan review, credit concentrations, and staffing trends. The qualitative portion of the collective ACL accounted for approximately 23% at March 31, 2026, and 22% at December 31, 2025, of the total ACL on loans and leases, and primarily related to credit quality trends and credit concentrations factors. The increase in percentage composition in the current quarter was primarily due to higher commercial real estate and commercial non-mortgage concentrations, partially offset by the impact of favorable commercial real estate risk rating migration trends.
Individually Assessed Loans and Leases. If the risk characteristics of a loan or lease change such that it no longer matches the risk characteristics of the collectively assessed pool, it is removed from the population and individually assessed for credit losses. Generally, all non-accrual loans and loans with a charge-off are individually assessed. The measurement method used to calculate the expected credit loss on an individually assessed loan or lease depends on the type and whether the loan or lease is considered to be collateral dependent. Methods for collateral dependent commercial loans are either based on the fair value of the collateral less estimated costs to sell when the basis of repayment is the sale of collateral, or the present value of the expected cash flows from the operation of the collateral. For non-collateral dependent loans, either a discounted cash flow method or other loss factor method is used. Any individually assessed loan or lease for which no specific allowance is deemed necessary is either the result of sufficient cash flows or sufficient collateral coverage relative to the amortized cost of the asset.
18

Additional information regarding the Company’s ACL methodology can be found within Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Asset Quality Ratios
The Company manages asset quality using risk tolerance levels established through the Company’s underwriting standards, servicing, and management of its loan and lease portfolio. Loans and leases for which a heightened risk of loss has been identified are regularly monitored to mitigate further deterioration and preserve asset quality in future periods. Non-performing assets, credit losses, and net charge-offs are considered by management to be key measures of asset quality.
The following table summarizes key asset quality ratios and their underlying components:
(Dollars in thousands)March 31,
2026		December 31, 2025
Non-performing loans and leases (1) (2)
$522,549 $500,684 
Total loans and leases57,248,542 56,597,110 
Non-performing loans and leases as a percentage of total loans and leases 0.91 %0.88 %
Non-performing loans and leases (1) (2)
$522,549 $500,684 
Add: OREO and repossessed assets1,869 1,472 
Total non-performing assets (1)
$524,418 $502,156 
Total loans and leases plus OREO and repossessed assets$57,250,411 $56,598,582 
Non-performing assets as a percentage of total loans and leases plus OREO
   and repossessed assets		0.92 %0.89 %
Non-performing assets (1)
$524,418 $502,156 
Total assets85,584,588 84,073,663 
Non-performing assets as a percentage of total assets 0.61 %0.60 %
ACL on loans and leases$733,434 $719,411 
Non-performing loans and leases (1) (2)
522,549 500,684 
ACL on loans and leases as a percentage of non-performing loans and leases140.36 %143.69 %
ACL on loans and leases$733,434 $719,411 
Total loans and leases57,248,542 56,597,110 
ACL on loans and leases as a percentage of total loans and leases1.28 %1.27 %
ACL on loans and leases$733,434$719,411
Net charge-offs (3)
164,864179,203
Ratio of ACL on loans and leases to net charge-offs 4.45x4.01x
(1)Non-performing asset balances and related asset quality ratios exclude the impact of net unamortized (discounts)/premiums and net unamortized deferred (fees)/costs on loans and leases.
(2)The change from December 31, 2025, to March 31, 2026, was primarily due to increases in non-performing commercial non-mortgage and commercial real estate, partially offset by decreases in non-performing asset-based and multi-family.
(3)Amount has been annualized for the March 31, 2026, period based on year-to-date net charge-offs.
19

The following table summarizes net charge-offs (recoveries) as a percentage of average loans and leases for each category:
Three months ended March 31,
20262025
(Dollars in thousands)Net
Charge-offs (Recoveries)		Average Balance
% (1)
Net
Charge-offs (Recoveries)		Average Balance
% (1)
Commercial non-mortgage$13,563$20,704,3520.26 %$27,383$17,954,3420.61 %
Asset-based7,2811,171,3242.49 9,7681,409,1772.77 
Commercial real estate15,06815,420,9800.39 17,23114,438,2590.48 
Multi-family1,3567,150,5080.08 1756,899,8880.01 
Equipment financing1,9401,242,7890.62 671,213,2540.02 
Residential(239)9,634,148(0.01)(33)8,985,033— 
Home equity(1,054)1,358,295(0.31)(285)1,410,475(0.08)
Other consumer3,301423,6963.12 651257,9781.01 
Total$41,216$57,106,0920.29 %$54,957$52,568,4060.42 %
(1)Percentage represents annualized net charge-offs (recoveries) to average loans and leases within the comparable category.
Net charge-offs decreased $13.8 million, or 25.0%, to $41.2 million for the three months ended March 31, 2026, as compared to $55.0 million for the three months ended March 31, 2025, primarily due to a decrease in commercial non-mortgage.
20

Liquidity and Capital Resources
The Company manages its cash flow requirements through proactive liquidity measures at both the Company and the Bank. In order to maintain stable, cost-effective funding, and to promote overall balance sheet strength, the liquidity position of the Company is continuously monitored, and adjustments are made to balance sources and uses of funds, as appropriate.
Cash inflows are provided through a variety of sources, including principal and interest payments on loans and investments, unpledged securities that can be sold or utilized to secure funding, and new deposits. The Company is committed to maintaining a strong base of core deposits, which consists of demand, interest-bearing checking, health savings, money market, and savings accounts, to support growth in its loan portfolios. Management actively monitors the interest rate environment and makes adjustments to its deposit strategy in response to evolving market conditions, funding needs, and client relationship dynamics.
Company Liquidity. The primary source of liquidity at the Company is dividends from the Bank. To a lesser extent, investment income, net proceeds from investment sales, borrowings, and public offerings may provide additional liquidity. The Company generally uses its funds for principal and interest payments on senior notes, subordinated notes, and junior subordinated debt, dividend payments to preferred and common stockholders, repurchases of its common stock, and purchases of debt and equity securities, as applicable.
There are certain restrictions on the Bank’s payment of dividends to the Company, which can be found within
Note 10: Regulatory Capital and Restrictions in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements of this report, and under the section captioned “Supervision and Regulation” in Part I - Item 1. Business of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. During the three months ended March 31, 2026, the Bank paid $300.0 million in dividends to the Company. At March 31, 2026, there was $285.6 million of retained earnings available for the payment of dividends by the Bank to the Company. On April 29, 2026, the Bank was approved to pay the Company $150.0 million in dividends in the second quarter of 2026.
For the three months ended March 31, 2026, the quarterly cash dividend to common stockholders remained at $0.40 per common share. In accordance with the Transaction Agreement, quarterly cash dividends on Webster common stock, the Series F Preferred Stock, and the Series G Preferred Stock may not exceed $0.40 per share, $328.125 per share, and $16.25 per share, respectively, without prior written consent from Banco Santander. On April 29, 2026, it was announced that the Company’s Board of Directors had declared a quarterly cash dividend of $0.40 per share on Webster common stock, which will be paid in the second quarter of 2026. For the Series F Preferred Stock and the Series G Preferred Stock, quarterly cash dividends of $328.125 per share and $16.25 per share, respectively, were also declared. The Company continues to monitor economic forecasts, anticipated earnings, and its capital position in the determination of its dividend payments.
The Company maintains a common stock repurchase program that permits management to repurchase shares of Webster common stock in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the SEC, subject to the availability and trading price of stock, general market conditions, alternative uses for capital, regulatory considerations, and the Company’s financial performance. In accordance with the Transaction Agreement, effective as of February 3, 2026, the Company paused repurchases under its common stock repurchase program through the completion of the Transaction. There were no common stock repurchases under the Company’s common stock repurchase program in 2026 prior to the execution of the Transaction Agreement. Additional information regarding the Company’s common stock repurchase program can be found in Part II - Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Periodically, the Company will acquire common stock outside of its repurchase program related to employee stock compensation plan activity. During the three months ended March 31, 2026, the Company repurchased 420,862 shares at a weighted-average price of $71.71 per share, totaling $30.2 million for this purpose.
Bank Liquidity. The Bank’s primary source of funding is its core deposits. Including time deposits, the Bank had a loan to total deposit ratio of 82.9% at March 31, 2026, and 82.3% at December 31, 2025.
The Bank is required by OCC regulations to maintain a sufficient level of liquidity to ensure safe and sound operations. The adequacy of liquidity, as assessed by the OCC, depends on factors such as overall asset and liability structure, market conditions, competition, and the nature of the institution’s deposit and loan customers. At March 31, 2026, the Bank exceeded all regulatory liquidity requirements. The Company has designed a detailed contingency plan in order to respond to any liquidity concerns in a prompt and comprehensive manner, including early detection of potential problems and corrective action to address liquidity stress scenarios.
21

Capital Requirements. The Company and the Bank are subject to various regulatory capital requirements administered by the federal bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory actions by regulators that could have a direct material effect on the Company’s Condensed Consolidated Financial Statements. Under capital adequacy guidelines and/or the regulatory framework for prompt corrective action, which applies to the Bank only, both the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated pursuant to regulatory directives. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by the Basel III Capital Rules, as adopted in the U.S., to ensure capital adequacy require the Company and the Bank to maintain minimum ratios of CET1 Risk-Based Capital, Tier 1 Risk-Based Capital, Total Risk-Based Capital, and Tier 1 Leverage Ratio, as defined in the regulations.
The following table presents the minimum ratios required as of March 31, 2026, and December 31, 2025:
Adequately CapitalizedWell Capitalized
CET1 Risk-Based Capital 4.5 %6.5 %
Tier 1 Risk-Based Capital6.0 8.0 
Total Risk-Based Capital 8.0 10.0 
Tier 1 Leverage Ratio4.0 5.0 
Both the Company and the Bank were classified as “well-capitalized” at March 31, 2026, and at December 31, 2025. Management believes that no events or changes have occurred subsequent to quarter-end and through the date of this Quarterly Report on Form 10-Q that would change this designation.
The Company’s and the Bank’s capital ratios, which exceeded the minimum regulatory requirements, were as follows:
 March 31, 2026
December 31, 2025
(Dollars in thousands)Capital/AssetsRatioCapital/AssetsRatio
Webster Financial Corporation
CET1 Risk-Based Capital $6,614,681 11.42 %$6,441,440 11.20 %
Tier 1 Risk-Based Capital6,898,660 11.91 6,725,419 11.69 %
Total Risk-Based Capital 8,045,478 13.89 7,861,688 13.67 %
Tier 1 Leverage Ratio6,898,660 8.37 6,725,419 8.33 %
Risk-weighted assets57,915,194 57,511,986 
Webster Bank
CET1 Risk-Based Capital$6,994,801 12.07 %$7,007,352 12.19 %
Tier 1 Risk-Based Capital6,994,801 12.07 7,007,352 12.19 %
Total Risk-Based Capital7,718,266 13.32 7,720,373 13.43 %
Tier 1 Leverage Ratio6,994,801 8.49 7,007,352 8.69 %
Risk-weighted assets57,958,138 57,474,351 
Additional information regarding the required regulatory capital levels and ratios applicable to the Company and the Bank can be found within Note 10: Regulatory Capital and Restrictions in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.
22

Sources and Uses of Funds
Sources of Funds. Deposits are the primary source of cash flows for the Bank’s lending activities and general operational needs. Loan and securities repayments, proceeds from sales of loans and securities held for sale, and maturities also provide cash flows. While scheduled loan and securities repayments are a relatively stable source of funds, prepayments and other deposit inflows are influenced by economic conditions and prevailing interest rates, the timing of which are inherently uncertain. Additional sources of funds are provided by both short-term and long-term borrowings, and to a lesser extent, dividends received as part of the Bank’s membership with the FHLB of Boston and FRB of New York.
Deposits. The Bank offers a wide variety of checking and savings deposit products designed to meet the transactional and investment needs of its consumer and business customers. The Bank’s deposit services include, but are not limited to, ATM and debit card use, direct deposit, ACH payments, mobile banking, internet-based banking, banking by mail, account transfers, and overdraft protection, among others. The Bank manages the flow of funds in its deposit accounts and interest rates consistent with FDIC regulations. The Bank’s Consumer and Digital Pricing Committee and its Commercial and Institutional Liability and Loan Pricing Committee both meet regularly to determine pricing and marketing initiatives. In addition, the Bank may use brokered certificates of deposit as a funding source, which are managed based on established limits set by the ALCO.
Total deposits were $69.0 billion at March 31, 2026, and $68.8 billion at December 31, 2025. The $0.2 billion net increase in total deposits was primarily due seasonal increases in interest-bearing checking and money markets, partially offset by a decrease in brokered certificates of deposit.
The following table summarizes daily average balances of deposits by type and the weighted-average rates paid thereon:
Three months ended March 31,
20262025
(Dollars in thousands)Average
Balance		Average RateAverage
Balance		Average Rate
Non-interest-bearing:
Demand$10,120,435 — %$10,280,570 — %
Interest-bearing:
Checking11,288,211 1.63 9,709,820 1.71 
Health savings accounts9,562,306 0.17 9,307,517 0.16 
Money market23,968,546 3.06 21,114,901 3.52 
Savings6,847,778 1.40 7,104,607 1.61 
Certificates of deposit5,892,336 3.10 6,047,194 3.68 
Brokered certificates of deposit1,836,424 3.90 1,402,350 4.55 
Total interest-bearing59,395,601 2.16 54,686,389 2.39 
Total average deposits$69,516,036 1.85 %$64,966,959 2.04 %
Uninsured deposits represent the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit or similar state deposit insurance regimes, and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regime. The Company calculates its uninsured deposit balances based on the methodologies and assumptions used for regulatory reporting requirements, which includes an estimated portion and affiliate deposits. Total uninsured deposits as per regulatory reporting requirements, and as reported on Schedule RC-O of the Bank’s Call Report, were $25.0 billion at March 31, 2026, and $23.8 billion, at December 31, 2025.
The following table summarizes uninsured deposits information at March 31, 2026, after certain exclusions:
(Dollars in thousands)March 31, 2026
Uninsured deposits, per regulatory reporting requirements$25,046,683
Less: Affiliate deposits(3,798,580)
         Collateralized deposits(5,197,911)
Uninsured deposits, after exclusions$16,050,192
Immediately available liquidity (1)
$26,240,677
Uninsured deposits coverage163.5%
(1)Reflects additional borrowing capacity of $7.0 billion from the FHLB of Boston and $16.8 billion from the FRB of New York, and $2.5 billion of interest-bearing deposits held at the FRB of New York.
Uninsured deposits, after adjusting for affiliate deposits and collateralized deposits, represented 23.2% of total deposits at March 31, 2026. Management believes that this presentation provides a more accurate view of deposits at risk given that affiliate deposits are not customer-facing and are eliminated upon consolidation, and collateralized deposits are secured by other means. As of the date of this Quarterly Report on Form 10-Q, the Company’s uninsured deposits as a percentage of total deposits, adjusted for affiliate deposits and collateralized deposits, is consistent with the percentage reported at March 31, 2026.
23

The following table summarizes the portion of U.S. time deposits in excess of the FDIC insurance limit and time deposits otherwise uninsured by contractual maturity:
(In thousands)March 31, 2026
Portion of U.S. time deposits in excess of insurance limit$569,983
Time deposits otherwise uninsured with a maturity of:
3 months or less$298,808
Over 3 months through 6 months213,097
Over 6 months through 12 months57,794
Over 12 months284
Additional information regarding period-end deposit balances and rates can be found within Note 6: Deposits in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.
Borrowings. The Bank’s primary borrowing sources include securities sold under agreements to repurchase, federal funds purchased, FHLB advances, and long-term debt. Total borrowings were $5.6 billion at March 31, 2026, and $4.3 billion at December 31, 2025, and represented 6.6% and 5.1% of total assets, respectively. The $1.3 billion increase was primarily due to an increase of $1.8 billion in FHLB advances, partially offset by a decrease of $0.5 billion in securities sold under agreements to repurchase.
Securities sold under agreements to repurchase are generally a form of short-term funding for the Bank in which it sells securities to counterparties with an agreement to buy them back in the future at a fixed price. Securities sold under agreements to repurchase totaled $0.1 billion at March 31, 2026, and $0.6 billion at December 31, 2025. The $0.5 billion decrease was primarily due to a change in short-term funding mix.
The Bank may also purchase term and overnight federal funds to meet its short-term liquidity needs. There were no federal funds purchased at March 31, 2026, and at December 31, 2025.
FHLB advances are not only utilized as a source of funding, but also for interest rate risk management purposes. FHLB advances totaled $4.8 billion at March 31, 2026, and $3.0 billion at December 31, 2025. The $1.8 billion increase was primarily due to a change in short-term funding mix.
Long-term debt consists of senior notes maturing in 2029, subordinated notes maturing in 2035, and junior subordinated notes maturing in 2033. Long-term debt totaled approximately $0.7 billion at March 31, 2026, and at December 31, 2025.
At March 31, 2026, the Bank had additional borrowing capacity of $7.0 billion from the FHLB of Boston and $16.8 billion from the FRB of New York. Unencumbered investment securities of $1.2 billion at March 31, 2026, could also have been used for collateral on borrowings or to increase borrowing capacity by either $0.9 billion with the FHLB of Boston or $1.0 billion with the FRB of New York.
The following table summarizes daily average balances of borrowings by type and the weighted-average rates paid thereon:
Three months ended March 31,
20262025
(Dollars in thousands)Average
Balance		Average RateAverage
Balance		Average Rate
Securities sold under agreements to repurchase$179,787 2.36 %$244,560 2.74 %
FHLB advances3,535,915 3.83 2,112,301 4.47 
Long-term debt722,150 4.61 886,235 4.35 
Total average borrowings$4,437,852 3.90 %$3,243,096 4.31 %
Additional information regarding period-end borrowings balances and rates can be found within Note 7: Borrowings in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.
Federal Home Loan Bank and Federal Reserve Bank Stock. The Bank is a member of the FHLB System, which consists of 11 district FHLBs, each of which is subject to the supervision and regulation of the Federal Housing Finance Agency. An activity-based capital stock investment in a FHLB is required in order for the Bank to maintain its membership and access advances and other extensions of credit for sources of funds and liquidity purposes. The FHLB capital stock investment is restricted as there is no market for it, and it can only be redeemed by the applicable FHLB. The Bank held FHLB of Boston capital stock of $199.5 million at March 31, 2026, and $125.2 million at December 31, 2025. The most recent FHLB quarterly cash dividend was paid on March 3, 2026, in an amount equal to an annual yield of 7.05%.
24

The Bank is also required to hold FRB stock equal to 6% of its capital and surplus, of which 50% is paid. The remaining 50% is subject to call when deemed necessary by the Federal Reserve. Similar to FHLB stock, the FRB capital stock investment is restricted as there is no market for it, and it can only be redeemed by the applicable FRB. The Bank held FRB of New York capital stock of $231.9 million at March 31, 2026, and $231.2 million at December 31, 2025. The most recent FRB semi-annual cash dividend was paid on December 31, 2025, in an amount equal to an annual yield of 4.18%.
Uses of Funds. The Company enters into various contractual obligations in the normal course of business that require future cash payments and that could impact its short-term and long-term liquidity and capital resource needs. The following table summarizes significant fixed and determinable contractual obligations at March 31, 2026. The actual timing and amounts of future cash payments may differ from the amounts presented. Based on the Company’s current liquidity position, it is expected that our sources of funds will be sufficient to fulfill these obligations when they come due.
  
Payments Due by Period (1)
(In thousands)20262027202820292030ThereafterTotal
Senior notes$— $— $— $300,000 $— $— $300,000 
Subordinated notes— — — — — 350,000 350,000 
Junior subordinated debt— — — — — 77,320 77,320 
FHLB advances4,800,000 197 197 608 3,638 5,979 4,810,619 
Securities sold under agreements to repurchase69,756 — — — — — 69,756 
Time deposits6,286,982 286,202 23,344 16,013 22,211 5,088 6,639,840 
Operating lease liabilities26,561 37,107 35,256 30,953 24,411 75,553 229,841 
Royalty liabilities750 1,000 1,000 1,000 1,000 3,750 8,500 
Total contractual obligations$11,184,049 $324,506 $59,797 $348,574 $51,260 $517,690 $12,485,876 
(1)Interest payments on borrowings and obligations arising from agreements to purchases goods or receive services have been excluded.
The Company enters into commitments to invest in venture capital and private equity funds and tax credit structures to assist the Bank in meeting its responsibilities under the CRA. The total unfunded commitment for these alternative investments was $717.2 million at March 31, 2026. However, the timing of capital calls cannot be reasonably estimated, and depending on the nature of the contract, the entirety of the capital committed by the Company may not be called.
Pension obligations are funded by the Company, as needed, to provide for participant benefit payments as it relates to the Company’s frozen, non-contributory, qualified defined benefit pension plan. Decisions to contribute to the defined benefit pension plan are made based upon pension funding requirements under the Pension Protection Act, the maximum amount deductible under the Internal Revenue Code, the actual performance of plan assets, and trends in the regulatory environment. The Company was not required to contribute to the defined benefit pension plan in 2025, nor does it currently anticipate that it will be required to contribute in 2026. The Company’s non-qualified supplemental executive retirement plans and other post-employment benefit plans are unfunded.
In connection with the completion of a multi-family securitization in 2024, the Company assumed an obligation to reimburse Freddie Mac, or guarantee, losses incurred by the multi-family securitization trusts of up to 12% of the aggregate UPB of the loans at the time of sale. Essentially, this obligation represents a first credit loss enhancement provided by the Company. Based on the credit quality of the multi-family loans, among other factors, the Company estimated the amount of its reimbursement obligation to be $3.3 million at March 31, 2026. The Company has not yet been required to make any guarantee payments to Freddie Mac. However, in the event that the value of the assets in the multi-family securitization trusts significantly declined, the Company’s maximum exposure to loss could be $36.4 million.
In connection with the SecureSave acquisition completed in December 2025, the Company recorded contingent consideration related to one earn‑out agreement. The earn‑out is based on total program deposits measured as of three future measurement dates, with a payment due only if total program deposits exceed the program deposit threshold and, if so, (i) equal to total program deposits multiplied by the applicable earn-out rate for the measurement dates on December 31, 2026, and December 31, 2027, and (ii) equal to the total program deposits in excess of the program deposit threshold multiplied by the earn-out rate for the measurement date on December 31, 2028. The contingent consideration is payable in cash up to an aggregate maximum of $35.0 million.
In connection with the formation of the joint venture with Marathon Asset Management, the Company and Marathon Asset Management agreed to collectively make a capital contribution to a certain investment fund formed in connection with the joint venture (the “Fund”) for an amount equal to the lesser of $20 million or 2% of total capital commitments from limited partners to the Fund. At its discretion, the Company may contribute amounts exceeding this commitment, up to BHC Act limitations (less than 25% of the Fund’s total equity interests and less than 5% of its voting equity interests). Although the Company is currently prepared to make its capital contribution to the Fund, anticipated changes in control of both the Company and Marathon Asset Management create uncertainty as to whether and when any such contribution will occur.
25

At March 31, 2026, the Company’s Condensed Consolidated Balance Sheet reflects a liability for uncertain tax positions of $10.3 million and a liability for accrued interest and penalties of $5.6 million. The ultimate timing and amount of any related future cash settlements cannot be predicted with reasonable certainty.
In the normal course of business, the Company offers financial instruments with off-balance sheet risk to meet the financing needs of its customers. These transactions include commitments to extend credit and commercial and standby letters of credit, which involve, to a varying degree, elements of credit risk. Since many of these commitments are expected to expire unused or be only partially funded, the total commitment amount of $13.6 billion at March 31, 2026, does not necessarily reflect future cash payments.
In 2023, the FDIC issued a final rule implementing a special assessment for certain banks to recover losses to the DIF associated with protecting uninsured depositors of Silicon Valley Bank and Signature Bank upon their failure in March 2023. The Company paid its eighth and final quarterly special assessment during the three months ended March 31, 2026, and its remaining accrual for its estimated special assessment liability is zero as of March 31, 2026. The Company will continue to monitor the estimated loss attributable to the protection of uninsured depositors at Silicon Valley Bank and Signature Bank, which could impact the amount of its accrued liability. In December 2025, the FDIC issued an interim final rule outlining a process for a potential offset to regular quarterly deposit insurance assessments for banks subject to the special assessment if the special assessment amount collected ultimately exceeds losses to the DIF. The FDIC plans to provide additional updates on future offsets or a one-time final shortfall special assessment collection, if any, through future invoices.
Additional information regarding each of the obligations discussed above can be found within (i) the Notes to the Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements of this report, specifically Note 11: Variable Interest Entities for alternative investments and the joint venture with Marathon Asset Management, Note 14: Fair Value Measurements for the SecureSave contingent consideration, and Note 17: Commitments and Contingencies for credit-related financial instruments and the FDIC special assessment; and (ii) the Notes to the Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, specifically Note 2: Business Developments for the multi-family securitization, Note 8: Income Taxes for income taxes, and Note 18: Retirement Benefit Plans for defined benefit pension and other post-retirement benefit plans.
26

Asset/Liability Management and Market Risk
The Company’s ALCO uses four main tools to manage interest rate risk: (i) the size, duration, and credit risk of the investment portfolio; (ii) the size and duration of the wholesale funding portfolio; (iii) interest rate contracts; and (iv) the pricing and structure of loans and deposits. Interest rate risk is measured using simulation analysis and asset/liability modeling software to calculate the Company’s earnings at risk and equity at risk. Earnings at risk is defined as the change in net interest income due to changes in interest rates. Equity at risk is defined as the change in the net economic value of financial assets, financial liabilities, and off-balance sheet financial instruments due to changes in interest rates compared to a base net economic value.
Information regarding the key model assumptions and methods used to calculate the Company’s earnings at risk and equity at risk, along with other information regarding the Company’s overall asset/liability management process, can be found under the section captioned “Asset/Liability Management and Market Risk” contained in Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There were no changes to management’s asset/liability management process during the three months ended March 31, 2026, that had a material impact on its measurement of interest rate risk.
The following table summarizes the estimated impact that gradual parallel changes in interest rates of up and down 100, 200, and 300 basis points might have on the Company’s net interest income over a 12-month period starting at March 31, 2026, and at December 31, 2025, as compared to actual net interest income and assuming no changes in interest rates:
-300bp-200bp-100bp+100bp+200bp+300bp
March 31, 2026(0.8)%(0.4)%(0.1)%0.1%—%(0.2)%
December 31, 2025(0.9)%(0.6)%(0.2)%0.2%0.2%0.1%
As compared to at December 31, 2025, in both a rising and falling interest rate environment, asset sensitivity slightly decreased at March 31, 2026, primarily due to increases in fixed-rate investment securities and loans, increased client hedging activities, and a decrease in non-interest-bearing deposits.
The following table summarizes the estimated impact that yield curve twists or immediate non-parallel changes in interest rates of up and down 50 and 100 basis points might have on the Company’s net interest income over a 12-month period starting at March 31, 2026, and at December 31, 2025:
Short End of the Yield CurveLong End of the Yield Curve
-100bp-50bp+50bp+100bp-100bp-50bp+50bp+100bp
March 31, 20261.5%0.7%(0.5)%(1.1)%(2.5)%(1.2)%1.0%1.9%
December 31, 20251.3%0.6%(0.5)%(1.1)%(2.3)%(1.1)%1.0%1.9%
As compared to at December 31, 2025, in a rising interest rate environment, sensitivity to both the short end of the yield curve and the long end of the yield curve remained stable at March 31, 2026. In a falling interest rate environment, sensitivity to the short end of the yield curve slightly increased at March 31, 2026, primarily due to an increase in interest-bearing deposits. Sensitivity to the long end of the yield curve also slightly increased at March 31, 2026, in a falling interest rate environment, primarily due to increases in fixed-rate investment securities and loans.
The following table summarizes the estimated economic value of financial assets, financial liabilities, and off-balance sheet financial instruments and the corresponding estimated change in economic value if interest rates were to instantaneously increase or decrease by 100, 200, and 300 basis points at March 31, 2026, and at December 31, 2025:
Estimated
Economic
Value		Estimated Economic Value Change
(Dollars in thousands)-300bp-200bp-100bp+100bp+200bp+300bp
March 31, 2026
Assets$80,976,831 $4,570,228 $3,416,201 $2,107,512 $(2,297,762)$(4,010,138)$(5,533,730)
Liabilities68,064,692 7,306,614 4,573,591 2,133,026 (1,924,879)(3,508,338)(5,005,761)
Net$12,912,139 $(2,736,386)$(1,157,390)$(25,514)$(372,883)$(501,800)$(527,969)
Net change as % base net economic value(21.2)%(9.0)%(0.2)%(2.9)%(3.9)%(4.1)%
December 31, 2025
Assets$79,584,542 $4,528,862 $3,372,921 $2,097,645 $(2,285,952)$(3,966,009)$(5,499,807)
Liabilities67,085,524 7,166,552 $4,486,746 2,095,930 (1,891,143)(3,444,959)(4,918,786)
Net$12,499,018 $(2,637,690)$(1,113,825)$1,715 $(394,809)$(521,050)$(581,021)
Net change as % base net economic value(21.1)%(8.9)%— %(3.2)%(4.2)%(4.6)%
27

Changes in economic value can best be described through duration, which is a measure of the price sensitivity of financial assets and financial liabilities due to changes in interest rates. Overall, the longer the duration, the greater the price sensitivity due to changes in interest rates.
Duration gap represents the difference between the duration of financial assets and financial liabilities. A duration gap at or near zero would imply that the balance sheet is matched, and therefore, would exhibit no change in estimated economic value for changes in interest rates. The Company’s duration gap was zero at March 31, 2026, and at December 31, 2025.
These earnings and net economic value estimates are subject to factors that could cause actual results to differ, and also assume that management does not take any additional action to mitigate any positive or negative effects from changing interest rates. Management believes that the Company’s interest rate risk position at March 31, 2026, represents a reasonable level of risk given the current interest rate outlook. Management continues to monitor interest rates and other relevant factors given recent market volatility and is prepared to take additional action, as necessary.
Critical Accounting Estimates
The preparation of the Company’s Condensed Consolidated Financial Statements, and accompanying notes thereto, in accordance with GAAP and practices generally applicable to the financial services industry, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. While management’s estimates are made based on historical experience, current available information, and other factors that are deemed to be relevant, actual results could significantly differ from those estimates.
Accounting estimates are necessary in the application of certain accounting policies and can be susceptible to significant change in the near term. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on the Company’s financial condition or results of operations. Management has identified that the Company’s most critical accounting estimates are those related to its ACL on loans and leases accounting policy. This accounting policy and its underlying estimates are discussed directly with the Audit Committee of the Board of Directors.
Allowance for Credit Losses on Loans and Leases
The determination of the appropriate level of an ACL on loans and leases inherently involves a high degree of subjectivity and requires the Company to make significant estimates of current credit risks and trends using existing qualitative and quantitative information, and reasonable and supportable forecasts of future economic conditions, all of which may undergo frequent and material changes. Additional information regarding the determination of the ACL on loans and leases, including the Company’s valuation methodology, can be found under the section captioned “Allowance for Credit Losses on Loans and Leases” contained elsewhere in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report, and within Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The Company’s ACL on loans and leases is particularly sensitive to changes in forecasted macroeconomic conditions during the reasonable and supportable forecast period. The Company performs a sensitivity analysis using probability-weighted scenarios to quantify the impact on the ACL resulting from hypothetical changes in key macroeconomic variable inputs to the CECL models, including, but not limited to, gross domestic product, the unemployment rate, and property values. At March 31, 2026, the results of this sensitivity analysis indicated that, by applying a 100% weighting to a 90th percentile downside scenario, which suggests that there is a 90% probability that the economy will perform better and a 10% probability that it will perform worse, the Company’s ACL on loans and leases would increase by approximately $85.6 million, or 11.7%. The downside scenario used is characterized by an economic recession beginning in the second quarter of 2026 and lasting through the fourth quarter of 2026, and assumes that, from the first quarter of 2026 through the fourth quarter of 2026, real gross domestic product declines cumulatively by 2.6%; unemployment begins to increase significantly in the second quarter of 2026, peaking at 8.5% in the second quarter of 2027; the stock market declines by 35%; and house prices drop 12.0% over the course of 2026. This does not represent management’s expectations of future economic conditions nor the impact to estimated credit losses if those hypothetical conditions were to occur during the reasonable and supportable forecast period.

28

ITEM 1. FINANCIAL STATEMENTS
WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2026December 31, 2025
(In thousands, except par value and share data)(Unaudited)
Assets:
Cash and due from banks$353,234 $370,748 
Interest-bearing deposits2,506,930 2,078,777 
Investment securities available-for-sale, at fair value (1)
10,581,263 10,009,500 
Investment securities held-to-maturity, net of allowance for credit losses of $96 and $97 (2)
7,838,979 7,969,575 
Loans held for sale (3)
14,478 14,886 
Loans and leases57,248,542 56,597,110 
Allowance for credit losses on loans and leases(733,434)(719,411)
Loans and leases, net56,515,108 55,877,699 
Federal Home Loan Bank and Federal Reserve Bank stock431,395 356,411 
Deferred tax assets, net186,604 195,740 
Premises and equipment, net428,182 432,035 
Goodwill2,898,463 2,897,522 
Other intangible assets, net299,518 313,234 
Cash surrender value of life insurance policies1,292,770 1,271,457 
Accrued interest receivable and other assets2,237,664 2,286,079 
Total assets$85,584,588 $84,073,663 
Liabilities and Stockholders’ Equity:
Deposits:
Non-interest-bearing$9,847,077 $10,082,854 
Interest-bearing59,192,639 58,676,959 
Total deposits69,039,716 68,759,813 
Securities sold under agreements to repurchase69,756 596,738 
Federal Home Loan Bank advances4,810,619 2,980,718 
Long-term debt738,312 739,454 
Accrued expenses and other liabilities1,352,536 1,504,704 
Total liabilities76,010,939 74,581,427 
Stockholders’ equity:
Preferred stock, $0.01 par value: Authorized—3,000,000 shares;
Series F issued and outstanding—6,000 shares
145,037 145,037 
Series G issued and outstanding—135,000 shares
138,942 138,942 
Common stock, $0.01 par value: Authorized—400,000,000 shares;
Issued—182,778,045 shares; Outstanding—162,048,997 and 161,216,008 shares
1,828 1,828 
Paid-in capital6,133,181 6,183,434 
Retained earnings4,655,038 4,477,744 
Treasury stock, at cost—20,729,048 and 21,562,037 shares
(1,069,828)(1,103,905)
Accumulated other comprehensive (loss), net of tax(430,549)(350,844)
Total stockholders’ equity9,573,649 9,492,236 
Total liabilities and stockholders’ equity$85,584,588 $84,073,663 
(1)Investment securities available-for-sale had an amortized cost basis of $11,141,388 at March 31, 2026, and $10,466,978 at December 31, 2025.
(2)Investment securities held-to-maturity had a fair value of $6,962,140 at March 31, 2026, and $7,168,583 at December 31, 2025.
(3)Total loans held for sale includes residential mortgage loans valued under the fair value option of $1,734 at March 31, 2026, and $2,142 at December 31, 2025.
See accompanying Notes to Condensed Consolidated Financial Statements.
29

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three months ended
March 31,
(In thousands, except per share data)20262025
Interest Income:
Interest and fees on loans and leases$776,610 $755,117 
Taxable interest on investment securities184,609 187,115 
Non-taxable interest on investment securities8,491 7,354 
Loans held for sale18 15 
Other interest and dividends24,551 23,886 
Total interest income994,279 973,487 
Interest Expense:
Deposits316,624 326,383 
Securities sold under agreements to repurchase1,062 1,676 
Federal Home Loan Bank advances33,860 23,589 
Long-term debt8,330 9,647 
Total interest expense359,876 361,295 
Net interest income634,403 612,192 
Provision for credit losses54,000 77,500 
Net interest income after provision for credit losses580,403 534,692 
Non-interest Income:
Deposit service fees41,515 38,895 
Loan and lease related fees15,414 17,621 
Wealth and investment services7,209 7,789 
Cash surrender value of life insurance policies8,644 7,992 
Gain on sale of investment securities, net — 220 
Other income28,681 20,089 
Total non-interest income101,463 92,606 
Non-interest Expense:
Compensation and benefits222,906 198,645 
Occupancy19,486 19,717 
Technology and equipment49,631 47,719 
Intangible assets amortization9,186 9,237 
Marketing4,699 4,027 
Professional and outside services22,542 17,226 
Deposit insurance16,300 16,345 
Other expense34,359 30,728 
Total non-interest expense379,109 343,644 
Income before income taxes302,757 283,654 
Income tax expense56,526 56,737 
Net income246,231 226,917 
Preferred stock dividends4,163 4,163 
Income allocated to participating securities2,794 2,387 
Net income applicable to common stockholders$239,274 $220,367 
Earnings per Common Share:
Basic$1.50 $1.30 
Diluted1.50 1.30 
See accompanying Notes to Condensed Consolidated Financial Statements.

30

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
Three months ended
 March 31,
(In thousands)20262025
Net income$246,231 $226,917 
Other comprehensive (loss) income, net of tax:
Investment securities available-for-sale(74,615)96,581 
Derivative financial instruments(5,132)10,124 
Defined benefit pension and other postretirement benefit plans42 277 
Other comprehensive (loss) income, net of tax(79,705)106,982 
Comprehensive income $166,526 $333,899 
See accompanying Notes to Condensed Consolidated Financial Statements.

31

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
Three months ended March 31, 2026
(In thousands, except per share data)Preferred StockCommon
Stock		Paid-In
Capital		Retained
Earnings		Treasury
Stock,
at cost		Accumulated Other
Comprehensive (Loss), Net of Tax		Total
Stockholders’
Equity
Balance at December 31, 2025$283,979 $1,828 $6,183,434 $4,477,744 $(1,103,905)$(350,844)$9,492,236 
Net income— — — 246,231 — — 246,231 
Other comprehensive (loss), net of tax— — — — — (79,705)(79,705)
Common stock dividends and equivalents—$0.40 per share
— — — (64,774)— — (64,774)
Series F preferred stock dividends—$328.125 per share
— — — (1,969)— — (1,969)
Series G preferred stock dividends—$16.25 per share
— — — (2,194)— — (2,194)
Stock-based compensation— — (50,253)— 64,255 — 14,002 
Common shares acquired from stock compensation plan activity— — — — (30,178)— (30,178)
Balance at March 31, 2026$283,979 $1,828 $6,133,181 $4,655,038 $(1,069,828)$(430,549)$9,573,649 
Three months ended March 31, 2025
(In thousands, except per share data)Preferred StockCommon
Stock		Paid-In
Capital		Retained
Earnings		Treasury
Stock,
at cost		Accumulated Other Comprehensive
(Loss), Net of Tax		Total
Stockholders’
Equity
Balance at December 31, 2024$283,979 $1,828 $6,181,475 $3,759,158 $(536,843)$(556,383)$9,133,214 
Net income— — — 226,917 — — 226,917 
Other comprehensive income, net of tax— — — — — 106,982 106,982 
Common stock dividends and equivalents—$0.40 per share
— — — (68,743)— — (68,743)
Series F preferred stock dividends—$328.125 per share
— — — (1,969)— — (1,969)
Series G preferred stock dividends—$16.25 per share
— — — (2,194)— — (2,194)
Stock-based compensation— — (40,590)— 54,601 — 14,011 
Common shares acquired from stock compensation plan activity— — — — (21,782)— (21,782)
Common stock repurchase program (1)
— — — — (182,282)— (182,282)
Balance at March 31, 2025$283,979 $1,828 $6,140,885 $3,913,169 $(686,306)$(449,401)$9,204,154 
(1)Includes an addition to Treasury Stock of $1.3 million for the three months ended March 31, 2025, which reflects the 1% excise tax on net stock repurchases as imposed by the Inflation Reduction Act of 2022.
See accompanying Notes to Condensed Consolidated Financial Statements.

32

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 Three months ended March 31,
(In thousands)20262025
Operating Activities:
Net income$246,231 $226,917 
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses54,000 77,500 
Deferred income tax expense39,317 27,636 
Stock-based compensation14,002 14,011 
Depreciation and amortization of property and equipment and intangible assets19,998 18,239 
Net (accretion) and amortization of interest-earning assets and borrowings(33,746)(41,132)
Amortization of low-income housing tax credit investments38,353 32,061 
Reduction of ROU lease assets7,540 7,614 
Net (gain) on sale of investment securities— (220)
Originations of loans held for sale(6,534)(3,105)
Proceeds from sale of loans held for sale7,009 2,741 
(Increase) in cash surrender value of life insurance policies(8,644)(7,992)
(Gain) from life insurance policies(1,247)(821)
(Gain) on sale of alternative investments(1,519)(3,291)
Other operating activities, net(2,553)(499)
Net decrease (increase) in derivative contract assets and liabilities54,085 (84,526)
Net (increase) in prepaid expenses and other assets(17,633)(14,062)
Net (decrease) in accrued expenses and other liabilities(119,912)(156,181)
Net cash provided by operating activities288,747 94,890 
Investing Activities:
Purchases of available-for-sale investment securities(954,225)(552,655)
Proceeds from principal payments, maturities, and calls of available-for-sale investment securities292,308 331,818 
Proceeds from sale of available-for-sale investment securities— 14,880 
Proceeds from principal payments, maturities, and calls of held-to-maturity investment securities141,176 162,036 
Net (increase) in Federal Home Loan Bank and Federal Reserve Bank stock(74,984)(29,359)
Alternative investments (capital calls), net of returns of capital(78,076)(56,677)
Proceeds from sales of alternative investments3,671 4,970 
Net (increase) in loans(699,630)(653,556)
Proceeds from sale of loans not originated for sale16,806 38,877 
Proceeds from sale of foreclosed properties and repossessed assets1,262 181 
Proceeds from sale of property and equipment1,317 1,428 
Purchases of property and equipment(10,474)(8,311)
Proceeds from life insurance policies4,007 8,004 
Payments for premiums on life insurance policies(3,040)— 
Net cash (used for) investing activities(1,359,882)(738,364)
Financing Activities:
Net increase in deposits277,690 817,663 
Net increase in Federal Home Loan Bank advances1,829,901 799,903 
Net (decrease) in securities sold under agreements to repurchase(526,982)(260,773)
Dividends paid to common stockholders(64,494)(68,545)
Dividends paid to preferred stockholders(4,163)(4,163)
Common stock repurchase program— (180,987)
Common shares acquired related to stock compensation plan activity(30,178)(21,782)
Net cash provided by financing activities1,481,774 1,081,316 
Net increase in cash and cash equivalents410,639 437,842 
Cash and cash equivalents, beginning of period2,449,525 2,074,434 
Cash and cash equivalents, end of period$2,860,164 $2,512,276 
See accompanying Notes to Condensed Consolidated Financial Statements.
33

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1: Basis of Presentation and Accounting Standards Updates
Basis of Presentation
The unaudited Condensed Consolidated Financial Statements of the Company have been prepared in accordance with GAAP for interim financial information and Article 10 of Regulation S-X. Certain information and footnote disclosures required by GAAP for complete financial statements have been omitted or condensed. Therefore, the Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The Company’s financial condition, results of operations, and cash flows for the three months ended March 31, 2026, are not necessarily indicative of the future results that may be attained for the entire year or other interim periods.
In the opinion of management, all necessary adjustments have been reflected to present fairly the financial condition, results of operations, and cash flows for the reporting periods presented. Intercompany transactions and balances have been eliminated in consolidation. Assets under administration or assets under management that the Company holds or manages in a fiduciary or agency capacity for customers are not included in the accompanying Condensed Consolidated Balance Sheets.
Use of Estimates
The preparation of the Condensed Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant Accounting Policies
The Company’s significant accounting policies are described in Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There have been no changes to those accounting policies during the three months ended March 31, 2026.
Supplemental Cash Flow Information
The following table summarizes supplemental disclosures of cash flow information and non-cash investing and financing activities:
Three months ended March 31,
(In thousands)20262025
Supplemental disclosure of cash flow information:
Interest paid$366,212 $393,822 
Income taxes paid, net of refunds received5,606 3,790 
Non-cash investing and financing activities:
Transfer of loans held for investment to foreclosed properties and repossessed assets$2,937 $310 
Transfer of returned finance lease equipment to assets held for sale799 727 
Transfer of loans held for investment to loans held for sale16,806 59,948 
ROU lease assets obtained in exchange for operating lease liabilities653 24,261 
Approved commitments to fund LIHTC investments 27,087 70,753 
Business combinations: (1)
Deferred tax assets, net$302 $— 
Goodwill941 — 
Other intangible assets(1,120)— 
Other assets(123)— 
(1)The non-cash business combination activities reflect the effects of the measurement-period adjustments recorded during the first quarter of 2026 related to the acquisition of SecureSave in December 2025. Additional information regarding the SecureSave acquisition can be found within Note 2: Business Developments.

34

Relevant Accounting Standards Issued But Not Yet Adopted
ASU No. 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires entities to disclose specified information about certain costs and expenses in the notes to financial statements at each interim and annual reporting period, including the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depletion included in each relevant expense caption. For the employee compensation category, bank holding companies may continue to present compensation expense on the face of the income statement in accordance with Regulation S-X Rule 210.9-04. A qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively are also required to be disclosed. In addition, entities must disclose the total amount of selling expenses and, in annual reporting periods, their definition of selling expenses.
The Update is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments may be applied on either a prospective or retrospective basis. The Company is currently evaluating this guidance to determine the impact on its non-interest expense disclosures; however, the impact is not expected to be material.
ASU No. 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
In September 2025, the FASB issued ASU No. 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting framework for internal-use software development. The amendments eliminate the requirement to evaluate software development stages and instead introduce a principles-based capitalization threshold. Under the new guidance, entities begin capitalizing costs when (i) management authorizes and commits to funding the project, and (ii) it is probable the project will be completed, and the software will be used to perform its intended function (the “probable-to-complete” threshold).
The Update is effective for annual periods beginning after December 15, 2027, including interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments may be applied using either a prospective, modified, or retrospective transition approach. The Company is currently evaluating this guidance to determine the impact on its internal-use software costs capitalization policy and financial statement presentation.
ASU No. 2025-08—Financial Instruments—Credit Losses (Topic 326): Purchased Loans
In November 2025, the FASB issued ASU No. 2025‑08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans, which expands the gross‑up approach under CECL beyond purchased credit-deteriorated assets to include certain purchased seasoned loans. Under the amendments, loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned,” as defined in the Update, are considered purchased seasoned loans and accounted for using the gross-up approach at acquisition. The Update also clarifies that any difference between the unpaid principal balance and the grossed-up basis is a non-credit discount or premium, which is to be accreted or amortized into interest income over the term of the loan.
The Update is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The amendments are to be applied prospectively. The Company is currently evaluating this guidance to determine the impact on its consolidated financial statements.
ASU No. 2025-09—Derivatives and Hedging (Topic 815): Hedge Accounting Improvements
In November 2025, the FASB issued ASU No. 2025‑09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements, which introduces targeted refinements to simplify and expand hedge accounting. The amendments (i) permit designation of groups of forecasted transactions with similar risk exposure in a cash flow hedge, (ii) provide an optional model for hedging choose‑your‑rate debt instruments to maintain continuity when contractual terms allow index or tenor changes, (iii) allow designation of variable price components of forecasted purchases or sales of nonfinancial items, and (iv) remove the presumption that a derivative instrument that results from combining a written option and any other non-option derivative are automatically a written option. The Update also eliminates presentation mismatches for dual hedge strategies involving foreign‑currency‑denominated debt.
The Update is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted. The amendments are to be applied prospectively. The Company is currently evaluating this guidance to determine the impact on its consolidated financial statements.
35

Note 2: Business Developments
Proposed Transaction with Banco Santander
On February 3, 2026, Webster entered into a Transaction Agreement with Banco Santander and Webster Virginia Corporation, a wholly owned subsidiary of Webster incorporated in the State of Virginia. The Transaction Agreement provides that, upon the terms and subject to the conditions set forth therein, Banco Santander will acquire Webster in two steps. First, Webster will merge with and into Webster Virginia Corporation, with Webster Virginia Corporation continuing as the surviving corporation in such merger. Second, immediately following the completion of such merger, Banco Santander will acquire all outstanding shares of Webster Virginia Corporation through a statutory share exchange.
Based on Banco Santander’s closing stock price on February 2, 2026, the Transaction has an aggregate value of approximately $12.3 billion. Under the terms of the Transaction Agreement, holders of Webster common stock will receive $48.75 in cash and 2.0548 ADSs for each share of Webster common stock that they own. Holders of Webster common stock will have the option to exchange ADSs received in connection with the Transaction for Ordinary Shares at no charge for a specified period following the completion of the Transaction.
The Transaction Agreement contains customary representations and warranties, covenants, and closing conditions. As of the date of this Quarterly Report on Form 10-Q, completion of the Transaction remains subject to approval by the Federal Reserve and the European Central Bank, approval by Webster’s stockholders, and other customary closing conditions.
In connection with the Transaction, the Company incurred $9.1 million of acquisition-related expenses during the three months ended March 31, 2026, comprising $0.5 million in Compensation and benefits, $8.5 million in Professional and outside services, and $0.1 million in Other expense.
SecureSave Acquisition
On December 4, 2025, the Company acquired SecureSave, a financial technology company that partners with employers to offer employees FDIC-insured emergency savings accounts funded through automatic payroll deductions to help budget for unexpected expenses. Additional information regarding the SecureSave acquisition, including the total consideration transferred, the net identifiable assets acquired, and the preliminary goodwill recognized as of the acquisition date, can be found within Note 2: Business Developments in the Notes to Consolidated Financial Statements contained in Part II – Item 8. Financial Statements and Supplementary Data of the Company’s Form 10-K for the year ended December 31, 2025.
During the three months ended March 31, 2026, the Company recorded a net measurement-period adjustment of $0.9 million, which impacted the identified non-competition agreement intangible assets, their related deferred tax liabilities, and other assets. Additional information regarding this measurement-period adjustment can be found within Note 5: Goodwill and Other Intangible Assets. The Company’s valuations of the net identifiable assets acquired as part of the SecureSave acquisition were considered final at March 31, 2026. The $30.4 million of goodwill recognized has been allocated to the Healthcare Financial Services reportable segment.
36

Note 3: Investment Securities
Available-for-Sale
The following tables summarize the amortized cost and fair value of available-for-sale securities by major type:
 March 31, 2026
(In thousands)
Amortized
Cost (1)
Gross Unrealized
Gains		Gross Unrealized
Losses		Fair Value
Government agency debentures$222,869 $— $(26,782)$196,087 
Agency CMO25,675 — (2,112)23,563 
Agency MBS5,487,638 44,262 (164,280)5,367,620 
Agency CMBS4,053,383 6,267 (379,200)3,680,450 
Municipal bonds and notes116,552 1 (9,344)107,209 
CMBS857,992 996 (701)858,287 
Corporate debt326,799 417 (25,855)301,361 
Private label MBS40,593 — (3,407)37,186 
Other9,887 — (387)9,500 
Total available-for-sale$11,141,388 $51,943 $(612,068)$10,581,263 
December 31, 2025
(In thousands)
Amortized
Cost (1)
Gross Unrealized
Gains		Gross Unrealized
Losses		Fair Value
Government agency debentures$222,848 $— $(25,198)$197,650
Agency CMO26,816 — (1,960)24,856
Agency MBS5,125,433 80,370 (148,530)5,057,273
Agency CMBS3,855,392 9,057 (338,439)3,526,010
Municipal bonds and notes116,750 — (7,131)109,619
CMBS717,776 1,531 (895)718,412
Corporate debt350,996 584 (23,435)328,145
Private label MBS 41,087 — (3,035)38,052
Other9,880 — (397)9,483
Total available-for-sale$10,466,978 $91,542 $(549,020)$10,009,500 
(1)Accrued interest receivable on available-for-sale securities of $40.0 million at March 31, 2026, and $37.5 million at December 31, 2025, is excluded from amortized cost and included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets.
Unrealized Losses
The following tables summarize the gross unrealized losses and fair value of available-for-sale securities by length of time each major security type has been in a continuous unrealized loss position:
 March 31, 2026
 Less Than 12 Months12 Months or MoreTotal
(Dollars in thousands)Fair
Value		Gross Unrealized
Losses		Fair
Value		Gross Unrealized
Losses		Number of
Holdings		Fair
Value		Gross Unrealized
Losses
Government agency debentures$14,710 $(170)$181,377 $(26,612)15$196,087 $(26,782)
Agency CMO— — 23,563 (2,112)2523,563 (2,112)
Agency MBS1,283,650 (11,120)1,160,727 (153,160)3412,444,377 (164,280)
Agency CMBS759,859 (23,030)2,335,145 (356,170)1973,095,004 (379,200)
Municipal bonds and notes7,477 (313)98,770 (9,031)34106,247 (9,344)
CMBS235,037 (356)68,363 (345)19303,400 (701)
Corporate debt9,960 (46)277,482 (25,809)38287,442 (25,855)
Private label MBS— — 37,186 (3,407)337,186 (3,407)
Other4,991 (9)4,509 (378)29,500 (387)
Total$2,315,684 $(35,044)$4,187,122 $(577,024)674$6,502,806 $(612,068)
37

 December 31, 2025
 Less Than 12 Months12 Months or MoreTotal
(Dollars in thousands)Fair
Value		Gross Unrealized
Losses		Fair
Value		Gross Unrealized
Losses		Number of
Holdings		Fair
Value		Gross Unrealized
Losses
Government agency debentures$— $— $197,650 $(25,198)15$197,650 $(25,198)
Agency CMO— — 24,856 (1,960)2524,856 (1,960)
Agency MBS15,368 (22)1,197,592 (148,508)3011,212,960 (148,530)
Agency CMBS542,126 (10,939)2,395,394 (327,500)1842,937,520 (338,439)
Municipal bonds and notes — — 108,944 (7,131)36108,944 (7,131)
CMBS151,663 (362)72,197 (533)16223,860 (895)
Corporate debt14,948 (52)297,613 (23,383)41312,561 (23,435)
Private label MBS— — 38,052 (3,035)338,052 (3,035)
Other4,994 (6)4,489 (391)29,483 (397)
Total$729,099 $(11,381)$4,336,787 $(537,639)623$5,065,886 $(549,020)
The $63.0 million increase in gross unrealized losses of available-for-sale securities from December 31, 2025, to
March 31, 2026, was primarily due to higher market interest rates and wider securities spreads. The Company assesses each available-for-sale security that is in an unrealized loss position on a quarterly basis to determine whether the decline in fair value below the amortized cost basis is a result of any credit related factors. There was no ACL recorded on available-for-sale securities at March 31, 2026, and at December 31, 2025. Each of the Company’s available-for-sale securities in an unrealized loss position at March 31, 2026, is investment grade, current as to principal and interest, and has had price changes that are consistent with interest and credit spreads when adjusting for duration, convexity, rating, and industry differences.
Based on current market conditions and the Company’s targeted balance sheet composition strategy, the Company intends to hold its available-for-sale securities in unrealized loss positions through the anticipated recovery period. The issuers of these available-for-sale securities have not, to the Company’s knowledge, established any cause for default. Market prices are expected to approach par as the securities approach maturity.
Contractual Maturities
The following table summarizes the amortized cost and fair value of available-for-sale securities by contractual maturity:
March 31, 2026
(In thousands)Amortized CostFair Value
Maturing within 1 year$8,581 $8,565 
After 1 year through 5 years278,455 271,735 
After 5 years through 10 years993,644 949,655 
After 10 years9,860,708 9,351,308 
Total available-for-sale$11,141,388 $10,581,263 
Available-for-sale securities that are not due at a single maturity date have been categorized based on the maturity date of the underlying collateral. Actual principal cash flows may differ from this categorization as borrowers have the right to prepay their obligations with or without prepayment penalties.
Sales of Available-for Sale Securities
The following table summarizes information related to sales of available-for-sales securities:
Three months ended March 31,
(In thousands)20262025
Proceeds from sales$— $14,880 
Gross realized gains$— $332 
Gross realized losses— (112)
38

Other Information
The following table summarizes the carrying value of available-for-sale securities that are pledged for deposits, borrowings, and other purposes:
(In thousands)March 31, 2026December 31, 2025
Pledged for deposits$2,394,014$1,779,781
Pledged for borrowing capacity, repurchase agreements, and other7,398,6887,659,722
Total available-for-sale securities pledged$9,792,702$9,439,503
Held-to-Maturity
The following tables summarize the amortized cost, fair value, and ACL on held-to-maturity securities by major type:
March 31, 2026
(In thousands)
Amortized
Cost (1)
Gross Unrealized
Gains		Gross Unrealized
Losses		Fair ValueAllowance for Credit LossesNet Carrying Value
Agency CMO$15,818 $— $(1,125)$14,693 $— $15,818 
Agency MBS2,670,159 14,485 (234,529)2,450,115 — 2,670,159 
Agency CMBS4,277,053 — (613,371)3,663,682 — 4,277,053 
Municipal bonds and notes812,923 300 (41,301)771,922 (96)812,827 
CMBS63,122 — (1,394)61,728 — 63,122 
Total held-to-maturity$7,839,075 $14,785 $(891,720)$6,962,140 $(96)$7,838,979 
December 31, 2025
(In thousands)
Amortized
Cost (1)
Gross Unrealized
Gains		Gross Unrealized
Losses		Fair ValueAllowance for Credit LossesNet Carrying Value
Agency CMO$16,791 $— $(1,071)$15,720 $— $16,791 
Agency MBS2,767,869 24,073 (226,089)2,565,853 — 2,767,869 
Agency CMBS4,295,308 — (567,040)3,728,268 — 4,295,308 
Municipal bonds and notes824,734 989 (30,461)795,262 (97)824,637 
CMBS64,970 — (1,490)63,480 — 64,970 
Total held-to-maturity$7,969,672 $25,062 $(826,151)$7,168,583 $(97)$7,969,575 
(1)Accrued interest receivable on held-to-maturity securities of $23.6 million at March 31, 2026, and $28.1 million at December 31, 2025, is excluded from amortized cost and included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets.
An ACL on held-to-maturity securities is recorded for certain Municipal bonds and notes to account for expected lifetime credit losses. Agency securities represent obligations issued by a U.S. government-sponsored enterprise or other federally related entity and are either explicitly or implicitly guaranteed and, therefore, assumed to be zero loss. Held-to-maturity securities with gross unrealized losses and no ACL are considered to be high credit quality and, therefore, zero credit loss has been recorded.
The following table summarizes the activity in the ACL on held-to-maturity securities:
Three months ended March 31,
(In thousands)20262025
Balance, beginning of period$97 $171 
(Benefit) for credit losses(1)(62)
Balance, end of period$96 $109 
Contractual Maturities
The following table summarizes the amortized cost and fair value of held-to-maturity securities by contractual maturity:
March 31, 2026
(In thousands)Amortized CostFair Value
Maturing within 1 year$16,662 $16,674 
After 1 year through 5 years169,004 164,252 
After 5 years through 10 years261,077 253,555 
After 10 years7,392,332 6,527,659 
Total held-to-maturity$7,839,075 $6,962,140 
Held-to-maturity securities that are not due at a single maturity date have been categorized based on the maturity date of the underlying collateral. Actual principal cash flows may differ from this categorization as borrowers have the right to prepay their obligations with or without prepayment penalties.
39

Credit Quality Information
The Company monitors the credit quality of held-to-maturity securities through credit ratings provided by S&P, Moody’s, Fitch Ratings, Inc., Kroll Bond Rating Agency, or DBRS Inc. Credit ratings express opinions about the credit quality of a security and are updated on a quarterly basis. Investment grade securities are rated BBB- or higher by S&P, or Baa3 or higher by Moody’s, and are generally considered by both the rating agencies and market participants to be of low credit risk. Conversely, securities rated below investment grade, which are labeled as speculative grade by the rating agencies, are considered to have distinctively higher credit risk than investment grade securities. The Company did not hold any speculative grade held-to-maturity securities at March 31, 2026, and at December 31, 2025. Held-to-maturity securities that are not rated are collateralized with U.S. Treasury obligations.
The following tables summarize the amortized cost of held-to-maturity securities based on their lowest publicly available credit rating:
March 31, 2026
Investment Grade
(In thousands)AaaAa1Aa2Aa3A1A2Not Rated
Agency CMO$— $15,818 $— $— $— $— $— 
Agency MBS— 2,670,159 — — — — — 
Agency CMBS— 4,277,053 — — — — — 
Municipal bonds and notes293,061 147,552 233,975 98,270 23,484 4,165 12,416 
CMBS63,122 — — — — — — 
Total held-to-maturity$356,183 $7,110,582 $233,975 $98,270 $23,484 $4,165 $12,416 
December 31, 2025
Investment Grade
(In thousands)AaaAa1Aa2Aa3A1A2Not Rated
Agency CMO$— $16,791 $— $— $— $— $— 
Agency MBS— 2,767,869 — — — — — 
Agency CMBS— 4,295,308 — — — — — 
Municipal bonds and notes298,666 153,187 234,269 112,482 9,539 4,165 12,426 
CMBS64,970 — — — — — — 
Total held-to-maturity$363,636 $7,233,155 $234,269 $112,482 $9,539 $4,165 $12,426 
There were no held-to-maturity securities past due under the terms of their agreements or in non-accrual status at March 31, 2026, and at December 31, 2025.
Other Information
The following table summarizes the carrying value of held-to-maturity securities that are pledged for deposits, borrowings, and other purposes:
(In thousands)March 31, 2026December 31, 2025
Pledged for deposits$1,988,281$1,926,373
Pledged for borrowing capacity, repurchase agreements, and other5,783,4705,934,352
Total held-to-maturity securities pledged$7,771,751$7,860,725
40

Note 4: Loans and Leases
The following table summarizes loans and leases by portfolio segment and class:
(In thousands)March 31,
2026		December 31, 2025
Commercial non-mortgage$20,915,252 $20,405,237 
Asset-based1,118,988 1,231,231 
Commercial real estate15,234,864 15,326,007 
Multi-family7,334,216 7,008,839 
Equipment financing1,254,131 1,258,882 
Commercial portfolio45,857,451 45,230,196 
Residential9,600,026 9,599,577 
Home equity1,345,757 1,370,513 
Other consumer445,308 396,824 
Consumer portfolio11,391,091 11,366,914 
Loans and leases$57,248,542 $56,597,110 
The carrying amount of loans and leases includes net unamortized (discounts)/premiums and net unamortized deferred (fees)/costs, in aggregate, of $20.0 million at March 31, 2026, and $16.3 million at December 31, 2025. Accrued interest receivable of $285.6 million at March 31, 2026, and $282.5 million at December 31, 2025, is excluded from the carrying amount of loans and leases and included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets.
The Company had pledged eligible loans as collateral of $18.6 billion at March 31, 2026, and $17.2 billion at December 31, 2025, to support borrowing capacity at the FHLB of Boston, and $6.4 billion at March 31, 2026, and $7.2 billion at December 31, 2025, to support borrowing capacity at the FRB of New York.
Non-Accrual and Past Due Loans and Leases
The following tables summarize the aging of accrual and non-accrual loans and leases by class:
 March 31, 2026
(In thousands)30-59 Days
Past Due and
Accruing		60-89 Days
Past Due and
Accruing		90 or More Days Past Due
and Accruing		Non-accrualTotal Past Due and
Non-accrual		CurrentTotal Loans
and Leases
Commercial non-mortgage$19,881 $2,534 $— $184,985 $207,400 $20,707,852 $20,915,252 
Asset-based— — — 60,432 60,432 1,058,556 1,118,988 
Commercial real estate76,146 1,021 — 193,949 271,116 14,963,748 15,234,864 
Multi-family8,540 3,258 — 36,863 48,661 7,285,555 7,334,216 
Equipment financing2,798 1,631 5 8,763 13,197 1,240,934 1,254,131 
Commercial portfolio107,365 8,444 5 484,992 600,806 45,256,645 45,857,451 
Residential15,410 6,515 — 20,490 42,415 9,557,611 9,600,026 
Home equity6,941 1,844 — 16,031 24,816 1,320,941 1,345,757 
Other consumer1,095 1,269 4 1,049 3,417 441,891 445,308 
Consumer portfolio23,446 9,628 4 37,570 70,648 11,320,443 11,391,091 
Total$130,811 $18,072 $9 $522,562 $671,454 $56,577,088 $57,248,542 
 December 31, 2025
(In thousands)30-59 Days
Past Due and
Accruing		60-89 Days
Past Due and
Accruing		90 or More Days Past Due
and Accruing		Non-accrualTotal Past Due and
Non-accrual		CurrentTotal Loans
and Leases
Commercial non-mortgage$12,397 $1,547 $— $165,378 $179,322 $20,225,915 $20,405,237 
Asset-based— — — 66,844 66,844 1,164,387 1,231,231 
Commercial real estate23,702 838 — 182,968 207,508 15,118,499 15,326,007 
Multi-family476 — — 41,095 41,571 6,967,268 7,008,839 
Equipment financing2,279 256 — 8,340 10,875 1,248,007 1,258,882 
Commercial portfolio38,854 2,641 — 464,625 506,120 44,724,076 45,230,196 
Residential12,163 3,074 — 18,187 33,424 9,566,153 9,599,577 
Home equity5,602 2,126 — 16,743 24,471 1,346,042 1,370,513 
Other consumer1,370 830 — 859 3,059 393,765 396,824 
Consumer portfolio19,135 6,030 — 35,789 60,954 11,305,960 11,366,914 
Total$57,989 $8,671 $— $500,414 $567,074 $56,030,036 $56,597,110 

41

The following table provides additional information on non-accrual loans and leases:
March 31, 2026December 31, 2025
(In thousands)Non-accrualNon-accrual with No AllowanceNon-accrualNon-accrual with No Allowance
Commercial non-mortgage$184,985 $39,169 $165,378 $52,284 
Asset-based60,432 — 66,844 774 
Commercial real estate193,949 46,020 182,968 53,385 
Multi-family36,863 27,659 41,095 31,873 
Equipment financing8,763 144 8,340 181 
Commercial portfolio484,992 112,992 464,625 138,497 
Residential20,490 8,873 18,187 8,284 
Home equity16,031 9,294 16,743 8,688 
Other consumer1,049 — 859 — 
Consumer portfolio37,570 18,167 35,789 16,972 
Total $522,562 $131,159 $500,414 $155,469 
Allowance for Credit Losses on Loans and Leases
The following table summarizes the change in the ACL on loans and leases by portfolio segment:
Three months ended March 31,
20262025
(In thousands)Commercial PortfolioConsumer PortfolioTotalCommercial PortfolioConsumer PortfolioTotal
ACL on loans and leases:
Balance, beginning of period$631,377 $88,034 $719,411 $635,871 $53,695 $689,566 
Provision49,794 5,445 55,239 68,203 10,509 78,712 
Charge-offs(40,225)(3,997)(44,222)(55,566)(1,052)(56,618)
Recoveries1,017 1,989 3,006 942 719 1,661 
Balance, end of period (1)
$641,963 $91,471 $733,434 $649,450 $63,871 $713,321 
Individually evaluated for credit losses100,272 772 101,044 93,102 710 93,812 
Collectively evaluated for credit losses$541,691 $90,699 $632,390 $556,348 $63,161 $619,509 
(1)The $14.0 million increase in the ACL on loans and leases from December 31, 2025, to March 31, 2026, was primarily due to an increase in individually assessed reserves and loan growth, partially offset by favorable risk rating migration.
Concentrations of Credit Risk
Concentrations of credit risk may exist when a number of borrowers are engaged in similar activities, or activities in the same geographic region, and have similar economic characteristics that would cause them to be similarly impacted by changes in economic or other conditions. Concentrations of credit risk are controlled and monitored as part of the Company’s credit policies and procedures. The Company is a regional financial services holding company in the Northeast U.S. with a commercial concentration primarily in five geographic markets: New York City, Other New York Counties, Connecticut, New Jersey, and Massachusetts; and secondarily in the Southeast and Other states.
The Company’s concentration of credit risk associated with commercial non-mortgage loans represented 36.5% at March 31, 2026, and 36.0% at December 31, 2025, of total loans and leases. The Company’s concentration of credit risk associated with commercial real estate and multi-family loans, in aggregate, represented 39.4% at March 31, 2026, and 39.5% at December 31, 2025, of total loans and leases.
42

Credit Quality Indicators
To measure credit risk for the commercial portfolio, the Company employs a dual grade credit risk grading system for estimating the PD and LGD. The credit risk grade system assigns a rating to each borrower and to the facility, which together form a Composite Credit Risk Profile. The credit risk grade system categorizes borrowers by common financial characteristics that measure the credit strength of borrowers and facilities by common structural characteristics. The Composite Credit Risk Profile has ten grades, with each grade corresponding to a progressively greater risk of loss. Grades (1) to (6) are considered pass ratings, and grades (7) to (10) are considered criticized, as defined by the regulatory agencies. A (7) “Special Mention” rating has a potential weakness that, if left uncorrected, may result in deterioration of the repayment prospects for the asset. An (8) “Substandard” rating has a well-defined weakness that jeopardizes the full repayment of the debt. A (9) “Doubtful” rating has all of the same weaknesses as a substandard asset with the added characteristic that the weakness makes collection or liquidation in full, given current facts, conditions, and values, improbable. Assets classified as a (10) “Loss” rating are considered uncollectible and charged-off. Risk ratings, which are assigned to differentiate risk within the portfolio, are reviewed on an ongoing basis and revised to reflect changes in a borrower’s current financial position and outlook, risk profile, and the related collateral and structural position. Loan officers review updated financial information or other loan factors on at least an annual basis for all pass rated loans to assess the accuracy of the risk grade. Criticized loans undergo more frequent reviews and enhanced monitoring.
To measure credit risk for the consumer portfolio, the most relevant credit characteristic is the FICO score, which is a widely used credit scoring system that ranges from 300 to 850. A lower FICO score is indicative of higher credit risk and a higher FICO score is indicative of lower credit risk. FICO scores are updated at least quarterly. Factors such as past due status, employment status, collateral, geography, loans discharged in bankruptcy, and the status of first lien position loans on second lien position loans, are also considered to be consumer portfolio credit quality indicators. For portfolio monitoring purposes, the Company estimates the current value of property secured as collateral for home equity and residential first mortgage lending products on an ongoing basis. The estimate is based on home price indices compiled by the S&P/Case-Shiller Home Price Indices. Real estate price data is applied to the loan portfolios taking into account the age of the most recent valuation and geographic area.

43

The following tables summarize the amortized cost of commercial loans and leases by Composite Credit Risk Profile grade and origination year:
March 31, 2026
(In thousands)20262025202420232022PriorRevolving Loans Amortized Cost BasisTotal
Commercial non-mortgage:
Risk rating:
Pass$648,115 $3,313,782 $2,222,958 $1,365,223 $1,667,645 $2,249,033 $8,310,689 $19,777,445 
Special mention493 3,886 50,409 10,526 212,629 16,307 31,728 325,978 
Substandard1,950 37,702 39,030 182,164 239,994 162,976 147,984 811,800 
Doubtful— — — — — 29 — 29 
Total commercial non-mortgage650,558 3,355,370 2,312,397 1,557,913 2,120,268 2,428,345 8,490,401 20,915,252 
Current period gross write-offs— 60 — — 6,514 174 7,607 14,355 
Asset-based:
Risk rating:
Pass— 10,400 187 1,350 — 15,088 923,651 950,676 
Special mention— — — 800 — — 25,195 25,995 
Substandard2,080 3,088 — 9,197 — 4,207 123,745 142,317 
Total asset-based2,080 13,488 187 11,347 — 19,295 1,072,591 1,118,988 
Current period gross write-offs— — — — — — 7,289 7,289 
Commercial real estate:
Risk rating:
Pass1,240,656 3,230,609 1,920,371 1,838,531 1,990,189 4,054,134 347,828 14,622,318 
Special mention6,105 — — — — 30,199 — 36,304 
Substandard— — 5,134 154,353 137,943 278,812 — 576,242 
Total commercial real estate1,246,761 3,230,609 1,925,505 1,992,884 2,128,132 4,363,145 347,828 15,234,864 
Current period gross write-offs— — — 15,217 — — — 15,217 
Multi-family:
Risk rating:
Pass467,735 723,199 695,099 1,199,669 1,360,669 2,689,276 — 7,135,647 
Special mention— — — — — 77,605 — 77,605 
Substandard— — — 11,918 29,567 79,479 — 120,964 
Total multi-family467,735 723,199 695,099 1,211,587 1,390,236 2,846,360 — 7,334,216 
Current period gross write-offs— — — — — 1,356 — 1,356 
Equipment financing:
Risk rating:
Pass108,143 434,244 285,771 126,547 105,994 118,987 — 1,179,686 
Special mention— 4,737 5,233 292 1,987 2,078 — 14,327 
Substandard— 2,958 867 19,058 22,535 14,700 — 60,118 
Total equipment financing108,143 441,939 291,871 145,897 130,516 135,765 — 1,254,131 
Current period gross write-offs— — 171 839 459 539 — 2,008 
Total commercial portfolio2,475,277 7,764,605 5,225,059 4,919,628 5,769,152 9,792,910 9,910,820 45,857,451 
Current period gross write-offs$— $60 $171 $16,056 $6,973 $2,069 $14,896 $40,225 
44

December 31, 2025
(In thousands)20252024202320222021PriorRevolving Loans Amortized Cost BasisTotal
Commercial non-mortgage:
Risk rating:
Pass$3,378,004 $2,340,865 $1,463,952 $1,857,656 $853,239 $1,420,790 $7,929,719 $19,244,225 
Special mention4,213 46,657 50,332 181,775 32,948 15,264 38,883 370,072 
Substandard67,353 33,646 144,627 219,885 88,312 42,874 194,220 790,917 
Doubtful— — — — 1 22 — 23 
Total commercial non-mortgage3,449,570 2,421,168 1,658,911 2,259,316 974,500 1,478,950 8,162,822 20,405,237 
Current period gross write-offs6,716 3,550 7,817 13,774 721 17,166 26,157 75,901 
Asset-based:
Risk rating:
Pass10,550 199 2,320 — — 15,901 1,036,960 1,065,930 
Special mention— — 7,063 — — — 8,069 15,132 
Substandard1,445 — 3,898 — — 4,833 139,993 150,169 
Total asset-based11,995 199 13,281 — — 20,734 1,185,022 1,231,231 
Current period gross write-offs— — — — — — 37,870 37,870 
Commercial real estate:
Risk rating:
Pass3,462,637 2,091,777 2,092,674 2,337,376 1,105,105 3,268,858 273,252 14,631,679 
Special mention— — 16,834 75,651 — 29,401 — 121,886 
Substandard— 3,240 168,356 93,572 100,957 206,317 — 572,442 
Total commercial real estate3,462,637 2,095,017 2,277,864 2,506,599 1,206,062 3,504,576 273,252 15,326,007 
Current period gross write-offs— — 31,057 256 1,283 27,514 — 60,110 
Multi-family:
Risk rating:
Pass736,744 691,180 1,193,933 1,370,368 810,954 1,988,941 — 6,792,120 
Special mention— — — — 3,865 68,742 — 72,607 
Substandard— — 11,915 26,377 38,819 67,001 — 144,112 
Total multi-family736,744 691,180 1,205,848 1,396,745 853,638 2,124,684 — 7,008,839 
Current period gross write-offs— — — — — 990 — 990 
Equipment financing:
Risk rating:
Pass454,313 305,538 141,372 120,382 59,566 96,161 — 1,177,332 
Special mention4,931 5,700 2,573 2,430 1,087 1,663 — 18,384 
Substandard3,145 696 17,898 24,897 9,501 7,029 — 63,166 
Total equipment financing462,389 311,934 161,843 147,709 70,154 104,853 — 1,258,882 
Current period gross write-offs— — 1,356 4,614 174 749 — 6,893 
Total commercial portfolio8,123,335 5,519,498 5,317,747 6,310,369 3,104,354 7,233,797 9,621,096 45,230,196 
Current period gross write-offs$6,716 $3,550 $40,230 $18,644 $2,178 $46,419 $64,027 $181,764 
45

The following tables summarize the amortized cost of consumer loans by FICO score and origination year:
March 31, 2026
(In thousands)20262025202420232022PriorRevolving Loans Amortized Cost BasisTotal
Residential:
Risk rating:
800+$46,950 $611,409 $483,167 $272,596 $888,859 $2,214,476 $— $4,517,457 
740-799150,556 634,107 371,786 187,994 483,261 1,329,082 — 3,156,786 
670-73918,963 202,491 124,037 72,674 287,750 848,263 — 1,554,178 
580-6692,892 21,273 10,648 21,181 53,286 144,485 — 253,765 
579 and below— 1,667 4,694 6,146 21,399 83,934 — 117,840 
Total residential219,361 1,470,947 994,332 560,591 1,734,555 4,620,240 — 9,600,026 
Current period gross write-offs— — — — 101 25 — 126 
Home equity:
Risk rating:
800+2,563 11,259 8,850 21,717 23,419 90,377 338,281 496,466 
740-7992,800 15,195 8,835 15,681 13,577 52,103 309,471 417,662 
670-7392,877 11,324 9,658 9,237 9,798 34,922 210,996 288,812 
580-669151 1,159 1,478 2,805 2,617 12,989 70,349 91,548 
579 and below— 76 1,052 1,819 2,462 8,064 37,796 51,269 
Total home equity8,391 39,013 29,873 51,259 51,873 198,455 966,893 1,345,757 
Current period gross write-offs— — — — — 4 6 10 
Other consumer:
Risk rating:
800+6,669 9,431 3,910 168 54 1,817 15,050 37,099 
740-79938,112 77,985 37,463 393 135 177 3,485 157,750 
670-73952,809 120,419 56,904 235 176 207 13,007 243,757 
580-669728 2,417 1,732 86 47 48 1,036 6,094 
579 and below— 35 16 47 42 11 457 608 
Total other consumer98,318 210,287 100,025 929 454 2,260 33,035 445,308 
Current period gross write-offs1,070 677 2,028 3 5 4 74 3,861 
Total consumer portfolio326,070 1,720,247 1,124,230 612,779 1,786,882 4,820,955 999,928 11,391,091 
Current period gross write-offs$1,070 $677 $2,028 $3 $106 $33 $80 $3,997 
46

December 31, 2025
(In thousands)20252024202320222021PriorRevolving Loans Amortized Cost BasisTotal
Residential:
Risk rating:
800+$517,482 $551,613 $272,249 $918,256 $1,045,573 $1,258,654 $— $4,563,827 
740-799687,120 419,019 212,246 480,885 598,172 748,825 — 3,146,267 
670-739185,620 118,104 84,332 294,954 241,266 604,881 — 1,529,157 
580-66916,852 19,346 23,602 51,886 45,714 100,593 — 257,993 
579 and below648 2,377 3,952 21,911 21,966 51,479 — 102,333 
Total residential1,407,722 1,110,459 596,381 1,767,892 1,952,691 2,764,432 — 9,599,577 
Current period gross write-offs— — — — — 135 — 135 
Home equity:
Risk rating:
800+11,847 8,896 23,146 22,811 29,498 65,401 348,961 510,560 
740-79915,932 11,658 16,149 16,523 19,123 35,861 317,846 433,092 
670-73910,811 9,786 10,120 9,351 11,025 27,662 217,924 296,679 
580-6691,682 1,522 2,850 2,731 2,941 9,607 68,953 90,286 
579 and below77 499 1,662 2,287 908 4,543 29,920 39,896 
Total home equity40,349 32,361 53,927 53,703 63,495 143,074 983,604 1,370,513 
Current period gross write-offs— 50 — 1 — 38 175 264 
Other consumer:
Risk rating:
800+11,131 4,799 254 74 1,677 171 16,597 34,703 
740-79988,171 46,222 368 145 30 136 3,273 138,345 
670-739133,564 68,381 282 231 130 133 14,439 217,160 
580-6692,651 1,962 74 60 27 59 1,136 5,969 
579 and below34 36 65 53 19 2 438 647 
Total other consumer235,551 121,400 1,043 563 1,883 501 35,883 396,824 
Current period gross write-offs3,325 3,591 19 10 7 7 168 7,127 
Total consumer portfolio1,683,622 1,264,220 651,351 1,822,158 2,018,069 2,908,007 1,019,487 11,366,914 
Current period gross write-offs$3,325 $3,641 $19 $11 $7 $180 $343 $7,526 
Collateral Dependent Loans and Leases
A non-accrual loan or lease is considered collateral dependent when the borrower is experiencing financial difficulty and when repayment is substantially expected to be provided through the operation or sale of collateral. Commercial non-mortgage loans,
asset-based loans, and equipment financing loans and leases are generally secured by machinery and equipment, inventory, receivables, or other non-real estate assets, whereas commercial real estate, multi-family, residential, and home equity loans are secured by real estate.
The carrying amount of collateral dependent loans was $288.8 million at March 31, 2026, and $308.3 million at December 31, 2025, for commercial loans and leases, and $26.4 million at March 31, 2026, and $28.1 million at December 31, 2025, for consumer loans. The ACL for collateral dependent loans and leases is individually assessed based on the fair value of the collateral less costs to sell at the reporting date. The aggregate collateral value associated with collateral dependent loans and leases was $315.1 million at March 31, 2026, and $364.3 million at December 31, 2025.
Modifications to Borrowers Experiencing Financial Difficulty
In certain circumstances, the Company enters into agreements to modify the terms of loans to borrowers experiencing financial difficulty. A variety of solutions are offered to borrowers experiencing financial difficulty, including loan modifications that may result in principal forgiveness, interest rate reductions, payment delays, term extensions, or a combination thereof. The following is a description of each of these types of modifications:
•Principal forgiveness – The outstanding principal balance of a loan may be reduced by a specified amount. Principal forgiveness may occur voluntarily as part of a negotiated agreement with a borrower, or involuntarily through a bankruptcy proceeding.
•Interest rate reductions – Includes modifications where the contractual interest rate of the loan has been reduced.
•Payment delays – Deferral arrangements that allow borrowers to delay a scheduled loan payment to a later date. Deferred loan payments do not affect the original contractual maturity terms of the loan. Modifications that result in only an insignificant payment delay are not disclosed. The Company generally considers a payment delay of three months or less to be insignificant.
47

•Term extensions – Extensions of the original contractual maturity date of the loan.
•Combination – Combination includes loans that have undergone more than one of the above loan modification types.
Significant judgment is required to determine if a borrower is experiencing financial difficulty. These considerations vary by portfolio class. The Company has identified modifications to borrowers experiencing financial difficulty that are included in its disclosures as follows:
•Commercial: The Company evaluates modifications of loans to commercial borrowers that are rated substandard or worse, and includes the modifications in its disclosures to the extent that the modification is considered
other-than-insignificant.
•Consumer: The Company generally evaluates all modifications of loans to consumer borrowers subject to its loss mitigation program and includes them in its disclosures to the extent that the modification is considered other-than-insignificant.
The following tables summarize the amortized cost at March 31, 2026, and at March 31, 2025, of loans modified to borrowers experiencing financial difficulty, disaggregated by class and type of concession granted:
Three months ended March 31, 2026
(Dollars in thousands)Term ExtensionPayment DelayCombination - Term Extension & Interest Rate ReductionTotal
% of Total
Class (2)
Commercial non-mortgage$81,520$1,993$—$83,5130.4  %
Asset-based41,4546,500—47,9544.3 
Commercial real estate84,44413,215—97,6590.6 
Multi-family13,598——13,5980.2 
Residential308—58366— 
Total (1)
$221,324$21,708$58$243,0900.4  %
Three months ended March 31, 2025
(Dollars in thousands)Term ExtensionPayment DelayCombination -Term Extension & Interest Rate ReductionTotal
% of Total Class (2)
Commercial non-mortgage$43,880$24,106$115$68,1010.4  %
Commercial real estate20,700512—21,2120.1 
Multi-family2,414——2,414— 
Equipment financing207——207— 
Residential——900900— 
Home equity——4040— 
Total (1)
$67,201$24,618$1,055$92,8740.2  %
(1)The total amortized cost excludes accrued interest receivable of $1.1 million at March 31, 2026, and $0.1 million at March 31, 2025.
(2)Represents the total amortized cost of the loans modified as a percentage of the total period end loan balance by class.
The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulty:
Three months ended March 31, 2026
Financial Effect (1)
Term Extension:
Commercial non-mortgage
Extended term by a weighted average of 1.4 years
Asset-based
Extended term by a weighted average of 0.6 years
Commercial real estate
Extended term by a weighted average of 0.5 years
Multi-family
Extended term by a weighted average of 1.8 years
Payment Delay:
Commercial non-mortgage
Provided payment deferrals for a weighted average of 0.5 years
Asset-based
Provided payment deferrals for a weighted average of 0.5 years
Commercial real estate
Provided payment deferrals for a weighted average of 1.7 years
48

Three months ended March 31, 2025
Financial Effect (1)
Term Extension:
Commercial non-mortgage
Extended term by a weighted average of 1.3 years
Commercial real estate
Extended term by a weighted average of 0.9 years
Multi-family
Extended term by a weighted average of 0.7 years
Payment Delay:
Commercial non-mortgage
Provided partial payment deferrals for a weighted average of 0.5 years
(1)Certain disclosures related to the financial effects of modifications do not include those deemed to be immaterial.
The Company closely monitors the performance of the loans that are modified with borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following tables summarize the aging of loans that had been modified in the 12 months preceding March 31, 2026, and March 31, 2025:
March 31, 2026
(In thousands)Current30-59 Days
Past Due		60-89 Days
Past Due		90 or More
Days Past Due		Non-AccrualTotal
Commercial non-mortgage$143,335$14,923$897$—$50,265$209,420
Asset-based51,883———23,46775,350
Commercial real estate164,852———45,242210,094
Multi-family52,177————52,177
Equipment financing3,167———2,5855,752
Residential1,354———9212,275
Home equity681———84765
Total$417,449$14,923$897$—$122,564$555,833
March 31, 2025
(In thousands)Current30-59 Days
Past Due		60-89 Days
Past Due		90 or More
Days Past Due		Non-AccrualTotal
Commercial non-mortgage$57,856$1,015$—$—$148,972$207,843
Asset-based23,718————23,718
Commercial real estate116,386———30,012146,398
Multi-family6921,721———2,413
Equipment financing33813———351
Residential716———1,0741,790
Home equity420———464884
Total$200,126$2,749$—$—$180,522$383,397
Loans that had been modified with borrowers experiencing financial difficulty in the 12 months preceding March 31, 2026, and that had a subsequent payment default during the three months ended March 31, 2026, were not significant. Loans that had been modified with borrowers experiencing financial difficulty in the 12 months preceding March 31, 2025, and that had a subsequent payment default during the three months ended March 31, 2025, also were not significant.
For the purpose of this disclosure, a payment default is defined as 90 or more days past due. Non-accrual loans that are modified to borrowers experiencing financial difficulty remain on non-accrual status until the borrower has demonstrated performance under the modified terms. Commitments to lend additional funds to borrowers experiencing financial difficulty whose loans had been modified were not significant.
49

Note 5: Goodwill and Other Intangible Assets
Goodwill
The following table summarizes changes in the carrying amount of goodwill:
(In thousands)March 31,
2026		December 31,
2025
Balance, beginning of period$2,897,522 $2,868,068 
SecureSave acquisition (1)
941 29,454 
Balance, end of period$2,898,463 $2,897,522 
(1)The increase to the carrying amount of goodwill at March 31, 2026, reflects the effects of the measurement-period adjustment recorded during the first quarter of 2026 related to the acquisition of SecureSave in December 2025. Additional information regarding the SecureSave acquisition can be found within Note 2: Business Developments.
Information regarding goodwill by reportable segment can be found within Note 15: Segment Reporting.
Other Intangible Assets
The following table summarizes other intangible assets:
 March 31, 2026December 31, 2025
(In thousands)Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount		Gross Carrying
Amount		Accumulated
Amortization		Net Carrying
Amount
Core deposits$339,465 $104,205 $235,260 $342,875 $98,483 $244,392 
Customer relationships120,855 62,130 58,725 120,855 59,255 61,600 
Non-competition agreements4,760 2,684 2,076 5,880 2,400 3,480 
Trade name6,100 2,643 3,457 6,100 2,338 3,762 
Total other intangible assets$471,180 $171,662 $299,518 $475,710 $162,476 $313,234 
The remaining estimated aggregate future amortization expense for other intangible assets is as follows:
(In thousands)March 31,
2026
Remainder of 2026$26,648 
202734,482 
202831,370 
202929,213 
203028,272 
Thereafter149,533 

50

Note 6: Deposits
The following table summarizes deposits by type:
(In thousands)March 31,
2026		December 31,
2025
Non-interest-bearing:
Demand$9,847,077 $10,082,854 
Interest-bearing:
Checking11,932,682 10,760,496 
Health savings accounts9,446,895 9,184,452 
Money market24,332,087 23,196,747 
Savings6,841,135 6,964,946 
Time deposits6,639,840 8,570,318 
Total interest-bearing$59,192,639 $58,676,959 
Total deposits$69,039,716 $68,759,813 
Time deposits, money market, and interest-bearing checking obtained through brokers (1)
$1,670,013 $3,134,894 
Aggregate amount of time deposit accounts that exceeded the FDIC limit (2)
1,454,233 1,494,626 
Deposit overdrafts reclassified as loan balances4,461 6,674 
(1)Excludes money market deposits received through interSYNC of $9.4 billion at March 31, 2026, and $9.3 billion at December 31, 2025.
(2)Excludes an aggregate amount of time deposit accounts that were at the FDIC limit of $8.5 million at March 31, 2026, and $10.5 million at December 31, 2025.
The following table summarizes the scheduled maturities of time deposits:
(In thousands)March 31,
2026
Remainder of 2026$6,286,982 
2027286,202 
202823,344 
202916,013 
203022,211 
Thereafter5,088 
Total time deposits$6,639,840 
51

Note 7: Borrowings
Securities Sold Under Agreements to Repurchase
The following table summarizes securities sold under agreements to repurchase:
March 31, 2026December 31, 2025
(Dollars in thousands)Total OutstandingRateTotal OutstandingRate
Securities sold under agreements to repurchase (1)
$69,756 0.12 %$596,738 3.32 %
(1)Securities sold under agreements to repurchase have an original maturity date of one year or less for the periods presented.
The Company’s repurchase agreement counterparties are limited to primary dealers in government securities and commercial and municipal customers through the Corporate Treasury function. The Company has the right of offset with respect to repurchase agreement assets and liabilities with the same counterparty when master netting agreements are in place. Securities sold under agreements to repurchase are presented as gross transactions at March 31, 2026, and at December 31, 2025, since only liabilities are outstanding. Agency MBS securities, which had an aggregate carrying value of $71.8 million at March 31, 2026, and $625.3 million at December 31, 2025, are pledged to secure repurchase agreements. These Agency MBS securities are subject to changes in market value and, therefore, the Company may increase or decrease the level of securities pledged as collateral based upon movements in market value.
The following tables represent the offsetting of repurchase agreements that are subject to master netting agreements:
March 31, 2026
Gross Amounts of Recognized LiabilitiesGross Amounts Offset in the Statement of Financial PositionNet Amounts of Liabilities Presented in the Statement of Financial PositionGross Amounts Not Offset in the Statement of Financial Position
(In thousands)Financial InstrumentsCash Collateral PledgedNet Amount
Repurchase agreements$— $— $— $— $— $— 
December 31, 2025
Gross Amounts of Recognized LiabilitiesGross Amounts Offset in the Statement of Financial PositionNet Amounts of Liabilities Presented in the Statement of Financial PositionGross Amounts Not Offset in the Statement of Financial Position
(In thousands)
Financial Instruments (1)
Cash Collateral PledgedNet Amount
Repurchase agreements$494,420 $— $494,420 $494,420 $— $— 
(1)Amounts disclosed are limited to the balance of securities sold under agreements to repurchase reported on the accompanying Condensed Consolidated Balance Sheets that are subject to master netting agreements and, accordingly, exclude excess collateral pledged. At December 31, 2025, Agency MBS with an aggregate carrying value of $520.1 million was pledged as collateral against such securities sold under agreements to repurchase, resulting in an excess collateral positions of $25.6 million.
FHLB Advances
The following table summarizes information for FHLB advances:
March 31, 2026December 31, 2025
(Dollars in thousands)Total OutstandingWeighted-Average Contractual Coupon RateTotal OutstandingWeighted-
Average Contractual Coupon Rate
Maturing within 1 year$4,800,000 3.84 %$2,970,000 3.44 %
After 1 but within 2 years394 1.38 201 — 
After 2 but within 3 years— — 201 2.75 
After 3 but within 4 years608 1.75 615 1.75 
After 4 but within 5 years3,638 1.25 3,669 1.25 
After 5 years5,979 2.16 6,032 2.16 
Total FHLB advances$4,810,619 3.84 %$2,980,718 3.44 %
Aggregate market value of assets pledged as collateral$17,752,710 $16,331,016 
Remaining borrowing capacity at the FHLB of Boston7,016,007 7,882,187 
The Bank may borrow up to a discounted amount of eligible loans and securities that have been pledged as collateral to secure FHLB advances, which includes certain residential, multi-family, and commercial real estate loans, home equity lines of credit, Agency MBS, and Agency CMO. The Bank was in compliance with its FHLB collateral requirements at March 31, 2026, and at December 31, 2025.
52

Long-term Debt
The following table summarizes long-term debt:
(Dollars in thousands)March 31,
2026		December 31,
2025
4.100%
Senior fixed-rate notes due March 25, 2029 (1)
$316,059 $317,398 
5.784%Fixed-rate reset subordinated notes due September 11, 2035350,000 350,000 
Junior subordinated debt Webster Statutory Trust I floating-rate notes due September 17, 2033 (2)
77,320 77,320 
Total senior and subordinated debt743,379 744,718 
Discount on senior fixed-rate notes(298)(323)
Debt issuance cost on senior fixed-rate notes(802)(869)
Discount on fixed-rate reset subordinated notes(2,479)(2,545)
Debt issuance cost on fixed-rate reset subordinated notes(1,488)(1,527)
Total long-term debt (3)
$738,312 $739,454 
(1)The Company de-designated its fair value hedging relationship on these senior fixed-rate notes in 2020. A basis adjustment of $16.1 million at March 31, 2026, and $17.4 million at December 31, 2025, is included in the carrying value and is being amortized over the remaining life of the senior fixed-rate notes.
(2)The interest rate on the Webster Statutory Trust I floating-rate notes varies quarterly based on 3-month SOFR plus a credit spread adjustment plus a market spread of 2.95%, which yielded 6.89% at March 31, 2026, and 6.92% at December 31, 2025.
(3)The classification of debt as long-term is based on the initial term of greater than one year as of the date of issuance.
Additional information regarding the Company’s long-term debt can be found within Note 10: Borrowings in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

53

Note 8: Stockholders’ Equity
The following table summarizes the changes in shares of preferred and common stock issued and common stock held as treasury stock:
Preferred Stock Series F IssuedPreferred Stock Series G IssuedCommon Stock IssuedTreasury Stock HeldCommon Stock Outstanding
Balance at December 31, 2025
6,000 135,000 182,778,045 21,562,037 161,216,008 
Stock compensation plan activity (1)
— — — (832,989)832,989 
Balance at March 31, 2026
6,000 135,000 182,778,045 20,729,048 162,048,997 
Balance at December 31, 2024
6,000 135,000 182,778,045 11,386,920 171,391,125 
Stock compensation plan activity (1)
— — — (772,605)772,605 
Common stock repurchase program— — — 3,569,454 (3,569,454)
Balance at March 31, 2025
6,000 135,000 182,778,045 14,183,769 168,594,276 
(1)Reflects (i) common shares issued from Treasury stock for time-based restricted stock award grants, net of forfeitures, and the vesting of performance-based restricted stock awards of 1,253,851 and 1,157,278, in aggregate, during the three months ended March 31, 2026, and 2025, respectively, less (ii) common shares acquired outside of the Company’s common stock repurchase program related to stock compensation plan activity of 420,862 and 384,673 during the three months ended March 31, 2026, and 2025, respectively.
Common Stock Repurchase Program
Information regarding the Company’s common stock repurchase program be found within Note 11: Stockholders’ Equity in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. There were no common stock repurchases under the Company’s common stock repurchase program during the three months ended March 31, 2026.
Preferred Stock
Information regarding the Company’s preferred stock can be found within Note 11: Stockholders’ Equity in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
54

Note 9: Accumulated Other Comprehensive (Loss), Net of Tax
The following tables summarize the change in each component of accumulated other comprehensive (loss), net of the related tax impact:
Three months ended March 31, 2026
(In thousands)Investment Securities Available-
for-Sale		Derivative
Financial Instruments		Defined Benefit Pension and Other Postretirement Benefit PlansTotal
Balance, beginning of period$(334,113)$3,741 $(20,472)$(350,844)
Other comprehensive (loss) before reclassifications(74,615)(4,887)— (79,502)
Amounts reclassified from accumulated other comprehensive (loss) income— (245)42 (203)
Other comprehensive (loss) income, net of tax(74,615)(5,132)42 (79,705)
Balance, end of period$(408,728)$(1,391)$(20,430)$(430,549)
Three months ended March 31, 2025
(In thousands)Investment Securities Available-
for-Sale		Derivative
Financial Instruments		Defined Benefit Pension and Other Postretirement Benefit PlansTotal
Balance, beginning of period$(520,318)$(9,600)$(26,465)$(556,383)
Other comprehensive income before reclassifications96,966 7,752 — 104,718 
Amounts reclassified from accumulated other comprehensive (loss)(385)2,372 277 2,264 
Other comprehensive income, net of tax96,581 10,124 277 106,982 
Balance, end of period$(423,737)$524 $(26,188)$(449,401)
The following table further summarizes the amounts reclassified from accumulated other comprehensive (loss):
Accumulated Other Comprehensive
(Loss) Components		Three months endedAssociated Line Item on the Condensed Consolidated Statements of Income
March 31,
20262025
(In thousands)
Investment securities available-for-sale:
Net gains (1)
$— $528 
Gain on sale of investment securities, net (2)
Tax (expense)— (143)Income tax expense
Net of tax$— $385 
Derivative financial instruments:
Interest payments (3)
$336 $(3,255)Interest and fees on loans and leases
Tax (expense) benefit(91)883 Income tax expense
Net of tax$245 $(2,372)
Defined benefit pension and other postretirement
benefit plans:
Net actuarial (losses)$(58)$(380)Other expense
Tax benefit16 103 Income tax expense
Net of tax$(42)$(277)
(1)Reclassification adjustments for investment securities available-for-sale that were sold are determined by reference to the unrealized gain or loss reported in the month prior to sale.
(2)Gains and losses realized on sales of investment securities available-for-sale are generally included as a component of non-interest income on the accompanying Condensed Consolidated Statements of Income unless any portion or all of the loss is due to credit related factors, in which the amount is then included in the Provision for credit losses. None of the gross losses realized on sale of available-for-sale securities during the three months ended March 31, 2025, were due to credit related factors.
(3)Over the next 12 months, an estimated $1.4 million related to cash flow hedge gain or loss will be reclassified from AOCL, decreasing Interest and fees on loans and leases as hedge interest payments are made.
55

Note 10: Regulatory Capital and Restrictions
Regulatory Capital Requirements
The Company and the Bank are subject to various regulatory capital requirements administered by the federal bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory actions by regulators that could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and/or the regulatory framework for prompt corrective action, which applies to the Bank only, both the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated pursuant to regulatory directives. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by the Basel III Capital Rules, as adopted in the U.S., to ensure capital adequacy require the Company and the Bank to maintain minimum ratios of CET1 Risk-Based Capital, Tier 1 Risk-Based Capital, Total Risk-Based Capital, and Tier 1 Leverage Ratio, as defined in the regulations. CET1 capital consists of common stockholders’ equity, less deductions for goodwill and other intangible assets, and certain deferred tax adjustments. At the time of initial adoption of the Basel III Capital Rules, the Company had elected to opt-out of the requirement to include certain components of AOCI in CET1 capital. Tier 1 capital consists of CET1 capital plus preferred stock. Total capital consists of Tier 1 capital and Tier 2 capital, as defined in the regulations. Tier 2 capital includes qualifying subordinated debt and the permissible portion of the ACL.
Both the Company and the Bank were classified as “well-capitalized” at March 31, 2026, and at December 31, 2025.
The following tables provide information on the regulatory capital ratios for the Company and the Bank:
March 31, 2026
 ActualMinimum RequirementWell Capitalized
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
Webster Financial Corporation
CET1 Risk-Based Capital$6,614,681 11.42 %$2,606,184 4.5 %$3,764,488 6.5 %
Tier 1 Risk-Based Capital6,898,660 11.91 3,474,912 6.0 4,633,216 8.0 
Total Risk-Based Capital8,045,478 13.89 4,633,216 8.0 5,791,519 10.0 
Tier 1 Leverage Ratio 6,898,660 8.37 3,296,999 4.0 4,121,249 5.0 
Webster Bank
CET1 Risk-Based Capital$6,994,801 12.07 %$2,608,116 4.5 %$3,767,279 6.5 %
Tier 1 Risk-Based Capital6,994,801 12.07 3,477,488 6.0 4,636,651 8.0 
Total Risk-Based Capital7,718,266 13.32 4,636,651 8.0 5,795,814 10.0 
Tier 1 Leverage Ratio 6,994,801 8.49 3,293,654 4.0 4,117,067 5.0 
December 31, 2025
 ActualMinimum RequirementWell Capitalized
(Dollars in thousands)AmountRatioAmountRatioAmountRatio
Webster Financial Corporation
CET1 Risk-Based Capital$6,441,440 11.20 %$2,588,039 4.5 %$3,738,279 6.5 %
Tier 1 Risk-Based Capital6,725,419 11.69 3,450,719 6.0 4,600,959 8.0 
Total Risk-Based Capital7,861,688 13.67 4,600,959 8.0 5,751,199 10.0 
Tier 1 Leverage Ratio 6,725,419 8.33 3,230,039 4.0 4,037,549 5.0 
Webster Bank
CET1 Risk-Based Capital$7,007,352 12.19 %$2,586,346 4.5 %$3,735,833 6.5 %
Tier 1 Risk-Based Capital7,007,352 12.19 3,448,461 6.0 4,597,948 8.0 
Total Risk-Based Capital7,720,373 13.43 4,597,948 8.0 5,747,435 10.0 
Tier 1 Leverage Ratio 7,007,352 8.69 3,226,561 4.0 4,033,202 5.0 
Dividend Restrictions
The Company is dependent upon dividends from the Bank to provide funds for the payment of dividends to stockholders and for other cash requirements. Dividends paid by the Bank are subject to various federal and state regulatory limitations. Express approval by the OCC is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels or if the amount would exceed net income for that year combined with undistributed net income for the preceding two years. The Bank paid the Company dividends of $300.0 million for the three months ended March 31, 2026, and $100.0 million for the three months ended March 31, 2025, for which no express approval from the OCC was required.
56

Cash Restrictions
The Bank is required under Federal Reserve regulations to maintain cash reserve balances in the form of vault cash or deposits held at a FRB to ensure that it is able to meet customer demands. The reserve requirement ratio is subject to adjustment as economic conditions warrant. On March 26, 2020, the Federal Reserve reduced the reserve requirement ratios on all net transaction accounts to zero percent. As a result, the Bank has not been required to hold cash reserve balances since that date.
57

Note 11: Variable Interest Entities
The Company has an investment interest in the following entities that each meet the definition of a VIE. Information regarding the consolidation of VIEs can be found within Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Consolidated
Rabbi Trusts. The Company had established a Rabbi Trust to meet its obligations due under the Webster Bank Deferred Compensation Plan for Directors and Officers. The funding of this Rabbi Trust and the discontinuation of the Webster Bank Deferred Compensation Plan for Directors and Officers occurred during 2012. In 2025, the Company amended the Rabbi Trust that had been established for the Webster Bank Deferred Compensation Plan for Directors and Officers to also cover the funding of its obligations due under the Webster Bank Deferred Director Fee Plan. Further, in connection with the merger with Sterling Bancorp in 2022, the Company acquired assets held in separate Rabbi Trusts that had respectively established to fund obligations due under the Greater New York Savings Bank Directors’ Retirement Plan and the Sterling National Bank Nonqualified Deferred Compensation Plan (renamed as the Webster Bank Nonqualified Deferred Compensation Plan).
The Company is considered the primary beneficiary of these Rabbi Trusts as it has the power to direct the activities that most significantly impact their economic performance and it has the obligation to absorb losses and/or the right to receive benefits that could potentially be significant. The aggregate carrying value of the Company’s Rabbi Trust assets was $31.4 million at March 31, 2026, and $28.6 million at December 31, 2025, the majority of which are included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance sheets, with a portion also included in the Cash surrender value of life insurance policies. Investment earnings and changes in fair value, and changes in cash surrender value, are included in Other income and the Cash surrender value of life insurance policies, respectively, on the accompanying Condensed Consolidated Statements of Income. Additional information regarding the Rabbi Trusts’ investments reported at fair value can be found within Note 14: Fair Value Measurements.
Non-Consolidated
Low-Income Housing Tax Credit Investments. The Company makes non-marketable equity investments in entities that sponsor affordable housing and other community development projects that qualify for the LIHTC Program pursuant to Section 42 of the Internal Revenue Code. The purpose of these investments is to not only assist the Bank in meeting its responsibilities under the CRA, but also to provide a return, primarily through the realization of tax benefits. While the Company’s investment in an entity may exceed 50% of its outstanding equity interests, the entity is not consolidated as the Company is not the primary beneficiary. The Company has determined that it is not the primary beneficiary due to its inability to direct the activities that most significantly impact economic performance. The Company applies the proportional amortization method to subsequently measure its investments in qualified affordable housing projects.
The following table summarizes the Company’s LIHTC investments and related unfunded commitments:
(In thousands)March 31, 2026December 31, 2025
Gross investment in LIHTC investments$1,633,042 $1,605,955 
Accumulated amortization(375,728)(337,375)
Net investment in LIHTC investments$1,257,314 $1,268,580 
Unfunded commitments for LIHTC investments$590,942 $634,092 
The Company approved commitments to fund LIHTC investments of $27.1 million during the three months ended March 31, 2026, and $70.8 million during the three months ended March 31, 2025.
The aggregate carrying value of the Company’s LIHTC investments and the related unfunded commitments are included in Accrued interest receivable and other assets and Accrued expenses and other liabilities, respectively, on the accompanying Condensed Consolidated Balance Sheets. The Company’s maximum exposure to loss related to its LIHTC investments is generally the aggregate carrying value as of each reporting date. However, income tax credits recognized related to these investments are subject to recapture by taxing authorities for up to a period of 15 years based on compliance provisions that are required to be met at the project level.
58

The following table summarizes the amount of income tax credits, other income tax benefits, and investment amortization generated from the Company’s LIHTC investments, which are recognized as a component of income tax expense on the accompanying Condensed Consolidated Statements of Income:
Three months ended March 31,
(In thousands)20262025
Income tax credits and other income tax benefits from LIHTC investments$(49,701)$(41,706)
Investment amortization from LIHTC investments38,353 32,061 
Income tax credits and other income tax benefits, and investment amortization generated from the Company’s LIHTC investments, are included as a component of operating activities on the accompanying Condensed Consolidated Statements of Cash Flows.
Webster Statutory Trust I. The Company owns all the outstanding common stock of Webster Statutory Trust I, a financial vehicle that has issued, and in the future may issue, trust preferred securities. The Company is not the primary beneficiary of Webster Statutory Trust I. The only assets of Webster Statutory Trust I are junior subordinated debentures that are issued by the Company, which were acquired using the proceeds from the issuance of trust preferred securities and common stock. The junior subordinated debentures are included in Long-term debt on the accompanying Condensed Consolidated Balance Sheets, and the related interest expense is included in Long-term debt on the accompanying Condensed Consolidated Statements of Income. Additional information regarding these junior subordinated debentures can be found within Note 10: Borrowings in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Multi-family Securitization Trusts. In 2024, the Company completed a multi-family securitization. The Company has determined that it is not the primary beneficiary of the multi-family securitization trusts since it does not have the power to direct the activities that would have the most significant impact on their economic performance. The Company’s maximum exposure related to the multi-family securitization trusts is $36.4 million, which represents its obligation to Freddie Mac to guarantee losses up to 12% of the aggregate UPB of the loans at the time of sale. The obligation is secured in full by an irrevocable letter of credit issued by the FHLB. Additional information regarding this multi-family securitization can be found within Note 2: Business Developments in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Joint Venture with Marathon Asset Management. The Company, through its subsidiary MW Advisor Holding, LLC, owns a 50 percent interest in both MW Advisor, LLC and Marathon Direct Lending SLP, LLC. The Company (i) will receive a management fee for investment advisory and other related services performed by MW Advisor, LLC on behalf of a certain investment fund formed in connection with the joint venture (the “Fund”), and (ii) may be entitled to receive certain special limited partner carried interest distributions through its interest in Marathon Direct Lending SLP, LLC, as the designated special limited partner of the Fund. The Company has determined that it is not the primary beneficiary of either MW Advisor, LLC, Marathon Direct Lending SLP, LLC, or the Fund since it does not have the power to make decisions or control the activities that would most significantly affect their economic performance.
The carrying value of the Company’s investment in MW Advisor, LLC and Marathon Direct Lending SLP, LLC, which is included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets, was not significant at March 31, 2026, and at December 31, 2025, and its maximum exposure to loss is equal to the carrying value plus contractual obligations to provide capital contributions in the future, if any, which also is not significant.
Other Non-Marketable Investments. The Company invests in alternative investments comprising interests in non-public entities that cannot be redeemed since the investment is distributed as the underlying equity is liquidated. The ultimate timing and amount of these distributions cannot be predicted with reasonable certainty. For each of these alternative investments that is classified as a VIE, the Company has determined that it is not the primary beneficiary due to its inability to direct the activities that most significantly impact economic performance. The aggregate carrying value of the Company’s other non-marketable investments was $278.6 million at March 31, 2026, and $271.1 million at December 31, 2025, which is included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets, and its maximum exposure to loss, including unfunded commitments, was $404.8 million and $401.2 million, respectively. Additional information regarding other non-marketable investments can be found within Note 14: Fair Value Measurements.
59

Note 12: Earnings Per Common Share
The following table summarizes the calculation of basic and diluted earnings per common share:
 Three months ended March 31,
(In thousands, except per share data)20262025
Net income$246,231 $226,917 
Less: Preferred stock dividends4,163 4,163 
  Income allocated to participating securities2,794 2,387 
Net income applicable to common stockholders$239,274 $220,367 
Weighted-average common shares outstanding - basic159,534 169,182 
Add: Effect of dilutive stock options and restricted stock316 362 
Weighted-average common shares - diluted159,850 169,544 
Earnings per common share - basic$1.50 $1.30 
Earnings per common share - diluted1.50 1.30 
Earnings per common share is calculated under the two-class method in which all earnings, distributed and undistributed, are allocated to common stock and participating securities based on their respective rights to receive dividends. The Company may provide for the grant of stock options, stock appreciation rights, restricted stock, performance-based stock, and stock units to eligible employees and directors under its stock incentive plan. Holders of restricted stock are entitled to receive non-forfeitable dividends during the vesting period on a basis equivalent to the dividends paid to holders of common stock. These unvested awards meet the definition of participating securities.
Potential common shares from performance-based restricted stock that were not included in the computation of diluted earnings per common share because they were anti-dilutive under the treasury stock method were zero for the three months ended March 31, 2026, and 46,900 for the three months ended March 31, 2025. Additional information regarding the issuance of stock awards under the Company’s stock incentive plan can be found within Note 19: Stock-Based Compensation Plans in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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Note 13: Derivative Financial Instruments
Derivative Positions and Offsetting
Derivatives Designated in Hedge Relationships. Interest rate swaps allow the Company to change the fixed or variable nature of an interest rate without the exchange of the underlying notional amount. Certain pay fixed/receive variable interest rate swaps are designated as cash flow hedges to effectively convert variable-rate debt into fixed-rate debt, whereas certain receive fixed/pay variable interest rate swaps are designated as fair value hedges to effectively convert fixed-rate debt into variable-rate debt. Certain purchased options are also designated as cash flow hedges, allowing the Company to limit the potential adverse impact of variable interest rates by establishing a cap rate or floor rate in exchange for an upfront premium. The purchased options designated as cash flow hedges represent interest rate caps where payment is received from the counterparty if interest rates rise above the cap rate, and interest rate floors where payment is received from the counterparty when interest rates fall below the floor rate. The maximum length of time over which forecasted transactions are hedged is 2.3 years.
Derivatives Not Designated in Hedge Relationships. The Company also enters into derivative transactions that are not designated in hedge relationships. The Company has a back-to-back swap program, whereby it enters into an interest rate swap with a qualified customer and simultaneously enters into an equal and opposite interest rate swap with a swap counterparty, to hedge interest rate risk. Derivative assets and derivative liabilities with the same counterparty are presented on a net basis when master netting agreements are in place.
The following tables present the notional amounts and fair values, including accrued interest, of derivative positions:
March 31, 2026
Asset DerivativesLiability Derivatives
(In thousands)Notional AmountsFair ValueNotional AmountsFair Value
Designated in hedge relationships:
Interest rate derivatives (1)
$2,750,000 $3,145 $2,750,000 $1,414 
Not designated in hedge relationships:
Interest rate derivatives (1)
10,022,504 199,980 9,977,467 199,718 
Mortgage banking derivatives 811 10 — — 
Other (2)
300,604 442 1,069,582 537 
Total not designated in hedge relationships10,323,919 200,432 11,047,049 200,255 
Gross derivative financial instruments, before netting$13,073,919 203,577 $13,797,049 201,669 
Less: Master netting agreements39,145 39,145 
Cash collateral pledged120,487 6,040 
Total derivative financial instruments, after netting$43,945 $156,484 
December 31, 2025
Asset DerivativesLiability Derivatives
(In thousands)Notional AmountsFair ValueNotional AmountsFair Value
Designated in hedge relationships:
Interest rate derivatives (1)
$4,500,000 $6,258 $500,000 $403 
Not designated in hedge relationships:
Interest rate derivatives (1)
9,989,160 223,685 9,989,160 222,794 
Mortgage banking derivatives 4,032 67 — — 
Other (2)
412,075 191 1,014,621 517 
Total not designated in hedge relationships10,405,267 223,943 11,003,781 223,311 
Gross derivative financial instruments, before netting$14,905,267 230,201 $11,503,781 223,714 
Less: Master netting agreements65,063 65,063 
Cash collateral pledged84,056 12,053 
Total derivative financial instruments, after netting$81,082 $146,598 
(1)The notional amounts of interest rate swaps that were centrally-cleared through clearing houses was $191.9 million at March 31, 2026, and $65.3 million at December 31, 2025, for asset derivatives, and $1.2 million at March 31, 2026, and $126.5 million at December 31, 2025, for liability derivatives. Interest rate swaps that are centrally-cleared through clearing houses are “settled-to-market” and considered a single unit of account. In accordance with their rule books, clearing houses record the variation margin transferred for settled-to-market derivatives as a legal settlement of the derivative contract (i.e., the variation margin legally settles the outstanding exposure, but does not result in any other change or reset of the contractual terms of the derivative). The fair values of the Company’s settled-to-market interest rate swaps are presented net on the accompanying Condensed Consolidated Balance Sheets and approximated zero at March 31, 2026, and at December 31, 2025.
(2)Other derivatives not designated in hedge relationships included foreign currency forward contracts related to lending arrangements, a Visa equity swap transaction, and risk participation agreements. The notional amount of risk participation agreements was $255.0 million at March 31, 2026, and $370.1 million at December 31, 2025, for asset derivatives, and $1.0 billion at March 31, 2026, and $965.4 million at December 31, 2025, for liability derivatives, all of which had immaterial related fair values.
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The following tables represent the offsetting of derivative financial instruments that are subject to master netting agreements:
March 31, 2026
Gross Amounts of Recognized Assets/LiabilitiesGross Amounts Offset in the Statement of Financial PositionNet Amounts of Assets/Liabilities Presented in the Statement of Financial PositionGross Amounts Not Offset in the Statement of Financial Position
(In thousands)Financial InstrumentsCash Collateral PledgedNet Amount
Asset derivatives$159,632 $39,145 $120,487 $— $120,487 $— 
Liability derivatives45,917 39,145 6,772 — 6,040 732 
December 31, 2025
Gross Amounts of Recognized Assets/LiabilitiesGross Amounts Offset in the Statement of Financial PositionNet Amounts of Assets/Liabilities Presented in the Statement of Financial PositionGross Amounts Not Offset in the Statement of Financial Position
(In thousands)Financial InstrumentsCash Collateral PledgedNet Amount
Asset derivatives$153,854 $65,063 $88,791 $— $84,056 $4,735 
Liability derivatives77,167 65,063 12,104 — 12,053 51 
Derivative Activity
The following table summarizes the income statement effect of derivatives designated in hedge relationships:
Recognized inThree months ended March 31,
(In thousands)Net Interest Income20262025
Cash flow hedges:
Interest rate derivatives (1)
Interest and fees on loans and leases$336 $(3,255)
(1)Additional information regarding the amounts recognized in net income related to cash flow hedge activities can be found within
Note 9: Accumulated Other Comprehensive (Loss), Net of Tax.
The following table summarizes the income statement effect of derivatives not designated in hedge relationships:
Recognized inThree months ended March 31,
(In thousands)Non-interest Income20262025
Interest rate derivativesOther income$3,864 $(2,824)
Mortgage banking derivativesOther income(57)(13)
OtherOther income(885)(987)
Total not designated in hedge relationships$2,922 $(3,824)
Derivative Exposure. At March 31, 2026, the Company had $132.8 million of cash collateral received and $6.0 million of cash collateral posted included in Cash and due from banks on the accompanying Condensed Consolidated Balance Sheets. In addition, at March 31, 2026, the Company had $3.4 million in initial margin posted at clearing houses, which is included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets. The Company regularly evaluates the credit risk of its derivative customers, taking into account the likelihood of default, net exposures, and remaining contractual life, among other related factors. Credit risk exposure is mitigated as transactions with customers are generally secured by the same collateral of the underlying transactions. The current net credit exposure relating to customer derivatives was $43.9 million at March 31, 2026. The Company also monitors potential future exposure, which represents its best estimate of exposure to remaining contractual maturity. The potential future exposure relating to customer derivatives was $122.3 million at March 31, 2026. The Company has incorporated a credit valuation adjustment to reflect non-performance risk in the fair value measurement of its derivative financial instruments, which totaled $4.4 million at March 31, 2026, and $4.2 million at December 31, 2025. Various factors impact the change in the credit valuation adjustment over time, such as changes in the credit spreads of the contracted parties, and changes in market rates and volatilities, which can affect the total expected exposure of the derivative financial instruments.
Additional information regarding the Company’s accounting policies for derivative financial instruments can be found within Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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Note 14: Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The determination of fair value may require the use of estimates when quoted market prices are not available. Fair value estimates made at a specific point in time are based on management’s judgments regarding future expected losses, current economic conditions, the risk characteristics of each financial instrument, and other subjective factors that cannot be determined with precision.
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels within the fair value hierarchy are as follows:
•Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date.
•Level 2: Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, rate volatility, prepayment speeds, and credit ratings), or inputs that are derived principally from or corroborated by market data, correlation, or other means.
•Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. This includes certain pricing models or other similar techniques that require significant management judgment or estimation.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Available-for-Sale Securities. When unadjusted quoted prices are available in an active market, the Company classifies its available-for-sale securities within Level 1 of the fair value hierarchy. When quoted market prices are not available, the Company employs an independent pricing service that utilizes matrix pricing to calculate fair value. These fair value measurements consider observable data, such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the respective terms and conditions of debt instruments. Management maintains procedures to monitor the pricing service’s results and has a process in place to challenge their valuations and methodologies. Government agency debentures, Agency CMO, Agency MBS, Agency CMBS, Municipal bonds and notes, CMBS, Corporate debt, Private label MBS, and Other available-for-sale securities are classified within Level 2 of the fair value hierarchy.
Derivative Financial Instruments. The fair values presented for derivative financial instruments include any accrued interest. Foreign exchange contracts are valued based on unadjusted quoted prices in active markets and, accordingly, are classified within Level 1 of the fair value hierarchy. Except for mortgage banking derivatives, all other derivative financial instruments are valued using third-party valuation software, which considers the present value of cash flows discounted using observable forward rate assumptions. The resulting fair value is then validated against valuations performed by dealer counterparties. Credit valuation adjustments, which are included in the fair value of derivative financial instruments, utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by its counterparties. When credit valuation adjustments are significant to the overall fair value of a derivative financial instrument, the Company classifies that derivative financial instrument in Level 3 of the fair value hierarchy. Otherwise, derivative financial instruments are generally classified within Level 2 of the fair value hierarchy. The Company’s credit valuation adjustments were not considered significant to the overall fair value of its derivative financial instruments at March 31, 2026, and at December 31, 2025.
Mortgage Banking Derivatives. The Company uses forward sales of mortgage loans and mortgage-backed securities to manage the risk of loss associated with its mortgage loan commitments and mortgage loans held for sale. Prior to closing and funding certain single-family residential mortgage loans, an interest rate lock commitment is generally extended to the borrower. During this in-between time period, the Company is subject to the risk that market interest rates may change. If rates rise, investors generally will pay less to purchase mortgage loans, which would result in a reduction in the gain on sale of the loans, or possibly a loss. In an effort to mitigate this risk, forward delivery sales commitments are established in which the Company agrees to either deliver whole mortgage loans to various investors or issue mortgage-backed securities. The fair value of mortgage banking derivatives is determined based on current market prices for similar assets in the secondary market. Accordingly, mortgage banking derivatives are classified within Level 2 of the fair value hierarchy.
Loans Originated for Sale. The Company has elected to measure residential mortgage loans originated for sale at fair value under the fair value option per ASC Topic 825, Financial Instruments. Electing to measure residential mortgage loans originated for sale at fair value reduces certain timing differences and better reflects the price the Company would expect to receive from the sale of these loans. The fair value of residential mortgage loans originated for sale is based on quoted market prices of similar loans sold in conjunction with securitization transactions. Accordingly, residential mortgage loans originated for sale are classified within Level 2 of the fair value hierarchy.
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The following table compares the fair value to the UPB of residential mortgage loans originated for sale:
March 31, 2026December 31, 2025
(In thousands)Fair ValueUPBDifferenceFair ValueUPBDifference
Originated loans held for sale$1,734 $1,752 $(18)$2,142 $2,068 $74 
Rabbi Trust Investments. Investments held in the Company’s Rabbi Trusts that are reported at fair value consist primarily of mutual funds that invest in equity and fixed income securities. Shares of these mutual funds are valued based on the NAV as reported by the trustee of the funds, which represents quoted prices in active markets. Accordingly, these investments are classified within Level 1 of the fair value hierarchy. The total cost basis of the investments held in the Company’s Rabbi Trusts that are reported at fair value was $11.3 million at March 31, 2026, and $11.2 million at December 31, 2025.
Alternative Investments. Equity investments have a readily determinable fair value when unadjusted quoted prices are available in an active market for identical assets. Accordingly, these alternative investments are classified within Level 1 of the fair value hierarchy. The Company did not have any equity investments with a readily determinable fair value at March 31, 2026, and at December 31, 2025.
Equity investments that do not have a readily determinable fair value may qualify for the NAV practical expedient if they meet certain requirements. The Company’s alternative investments measured at NAV consist of investments in non-public entities that cannot be redeemed since investments are distributed as the underlying equity is liquidated. Alternative investments measured at NAV are not classified within the fair value hierarchy. The Company’s alternative investments measured at NAV had a total carrying amount of $62.0 million at March 31, 2026, and $57.5 million at December 31, 2025, and a total remaining unfunded commitment of $53.1 million and $52.2 million, respectively.
Contingent Consideration. The Company recorded contingent consideration at fair value related to one earn‑out agreement associated with the SecureSave acquisition completed in December 2025. The earn‑out is based on total program deposits measured as of three future measurement dates, with a payment due only if total program deposits exceed the program deposit threshold and, if so, (i) equal to total program deposits multiplied by the applicable earn-out rate for the measurement dates on December 31, 2026, and December 31, 2027, and (ii) equal to the total program deposits in excess of the program deposit threshold multiplied by the earn-out rate for the measurement date on December 31, 2028. The contingent consideration is payable in cash up to an aggregate maximum of $35.0 million.
The following tables summarize the significant inputs used to derive the estimated fair value of the Company’s contingent consideration liabilities associated with the SecureSave acquisition (dollars in thousands):
March 31, 2026
Contractual InputsUnobservable Inputs
Measurement DateProgram Deposit ThresholdEarn-Out RateAggregate Maximum Earn-OutProjected Program DepositsDiscount Factor on Projected Program Deposits Deposit VolatilityPayout Present Value FactorFair Value
December 31, 2026$145,000 1.0 %$35,000 $64,037 0.9414.0 %0.95$— 
December 31, 2027402,500 1.5 35,000 406,931 0.8314.0 0.911,163 
December 31, 2028681,000 5.0 35,000 1,034,752 0.7114.0 0.866,027 
December 31, 2025
Contractual InputsUnobservable Inputs
Measurement DateProgram Deposit ThresholdEarn-Out RateAggregate Maximum Earn-OutProjected Program DepositsDiscount Factor on Projected Program DepositsDeposit VolatilityPayout Present Value FactorFair Value
December 31, 2026$145,000 1.0 %$35,000 $146,700 0.9214.0 %0.94$417 
December 31, 2027402,500 1.5 35,000 485,405 0.7914.0 0.902,998 
December 31, 2028681,000 5.0 35,000 1,034,752 0.6814.0 0.865,005 
The estimated fair value of the SecureSave contingent consideration liability is measured on a recurring basis and determined using a Monte Carlo simulation which utilizes contractual inputs and management’s evaluation of unobservable inputs such as projected program deposits, discount factor on projected program deposits, deposit volatility, and the payout present value factor. The unobservable inputs, which are the responsibility of management and were initially calculated with the assistance of a third-party valuation specialist, are not observable, and accordingly, are classified within Level 3 of the fair value hierarchy.
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Contingent consideration liabilities are included in Accrued expenses and other liabilities on the accompanying Condensed Consolidated Balance Sheets. Any fair value adjustments to contingent consideration liabilities are included in Other income on the accompanying Condensed Consolidated Statements of Income.
The following tables summarize the fair values of assets and liabilities measured at fair value on a recurring basis:
 March 31, 2026
(In thousands)Level 1Level 2Level 3Total
Financial Assets:
Available-for-sale securities:
Government agency debentures$— $196,087 $— $196,087 
Agency CMO— 23,563 — 23,563 
Agency MBS— 5,367,620 — 5,367,620 
Agency CMBS— 3,680,450 — 3,680,450 
Municipal bonds and notes— 107,209 — 107,209 
CMBS— 858,287 — 858,287 
Corporate debt— 301,361 — 301,361 
Private label MBS— 37,186 — 37,186 
Other— 9,500 — 9,500 
Total available-for-sale securities— 10,581,263 — 10,581,263 
Gross derivative financial instruments, before netting (1)
424 203,153 — 203,577 
Originated loans held for sale— 1,734 — 1,734 
Investments held in Rabbi Trusts15,534 — — 15,534 
Alternative investments measured at NAV (2)
— — — 61,989 
Total financial assets$15,958 $10,786,150 $— $10,864,097 
Financial Liabilities:
Gross derivative financial instruments, before netting (1)
$435 $201,234 $— $201,669 
Contingent consideration— — 7,190 7,190 
Total financial liabilities$435 $201,234 $7,190 $208,859 
 December 31, 2025
(In thousands)Level 1Level 2Level 3Total
Financial Assets:
Available-for-sale securities:
Government agency debentures$— $197,650 $— $197,650 
Agency CMO— 24,856 — 24,856 
Agency MBS— 5,057,273 — 5,057,273 
Agency CMBS— 3,526,010 — 3,526,010 
Municipal bonds and notes— 109,619 — 109,619 
CMBS— 718,412 — 718,412 
Corporate debt— 328,145 — 328,145 
Private label MBS— 38,052 — 38,052 
Other— 9,483 — 9,483 
Total available-for-sale securities— 10,009,500 — 10,009,500 
Gross derivative financial instruments, before netting (1)
152 230,049 — 230,201 
Originated loans held for sale— 2,142 — 2,142 
Investments held in Rabbi Trusts15,415 — — 15,415 
Alternative investments measured at NAV (2)
— — — 57,549 
Total financial assets$15,567 $10,241,691 $— $10,314,807 
Financial Liabilities:
Gross derivative financial instruments, before netting (1)
$417 $223,297 $— $223,714 
Contingent consideration— — 8,420 8,420 
Total financial liabilities$417 $223,297 $8,420 $232,134 
(1)Additional information regarding the impact of netting derivative assets and derivative liabilities, as well as the impact from offsetting cash collateral with the same derivative counterparties, can be found within Note 13: Derivative Financial Instruments.
(2)Certain alternative investments are recorded at NAV. Assets measured at NAV are not classified within the fair value hierarchy.
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Assets Measured at Fair Value on a Non-Recurring Basis
The Company measures certain assets at fair value on a non-recurring basis. The following is a description of the valuation methodologies used for assets measured at fair value on a non-recurring basis.
Alternative Investments. The measurement alternative has been elected for alternative investments without readily determinable fair values that do not qualify for the NAV practical expedient. The measurement alternative requires investments to be measured at cost less impairment, if any, plus or minus adjustments resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Accordingly, these alternative investments are classified within Level 2 of the fair value hierarchy.
The total carrying amount of the Company’s alternative investments for which the measurement alternative has been elected was $86.0 million at March 31, 2026, and $86.1 million at December 31, 2025, and of which, $1.4 million and $7.5 million respectively, were considered to be measured at fair value. There were $0.4 million in total write-ups due to observable price changes and $0.2 million write-downs due to impairment during the three months ended March 31, 2026. In addition, during the three months ended March 31, 2026, the Company sold $2.2 million of alternative investments for which the measurement alternative has been elected for proceeds of $3.7 million, which resulted in total gains on sale of $1.5 million.
Loans Transferred to Held for Sale. Once a decision has been made to sell loans that were not previously classified as held for sale, these loans are transferred into the held for sale category and carried at the lower of cost or fair value, less estimated costs to sell. At the time of transfer and classification as held for sale, any amount by which cost exceeds fair value is accounted for as a valuation allowance. This activity generally pertains to loans with observable inputs and, therefore, are classified within Level 2 of the fair value hierarchy. However, should these loans include adjustments for changes in loan characteristics based on unobservable inputs, the loans would then be classified within Level 3 of the fair value hierarchy. Loans included on the Condensed Consolidated Balance Sheets that had been transferred to held for sale were $12.7 million at March 31, 2026, and at December 31, 2025.
Collateral Dependent Loans and Leases. Loans and leases for which repayment is substantially expected to be provided through the operation or sale of collateral are considered collateral dependent, and are valued based on the estimated fair value of the collateral, less estimated costs to sell at the reporting date, using customized discounting criteria. Accordingly, collateral dependent loans and leases are classified within Level 3 of the fair value hierarchy.
Other Real Estate Owned and Repossessed Assets. OREO and repossessed assets are held at the lower of cost or fair value and are considered to be measured at fair value when recorded below cost. The fair value of OREO is calculated using independent appraisals or internal valuation methods, less estimated selling costs, and may consider available pricing guides, auction results, and price opinions. Certain repossessed assets may also require assumptions about factors that are not observable in an active market when determining fair value. Accordingly, OREO and repossessed assets are classified within Level 3 of the fair value hierarchy. The total carrying amount of OREO and repossessed assets was $1.9 million at March 31, 2026, and $1.5 million at December 31, 2025. In addition, the amortized cost of consumer loans secured by residential real estate property that were in the process of foreclosure at March 31, 2026, was $8.0 million.
Estimated Fair Values of Financial Instruments
The Company is required to disclose the estimated fair values of certain financial instruments. The following is a description of the valuation methodologies used to estimate fair value for those assets and liabilities.
Cash and Cash Equivalents. Given the short time frame to maturity, the carrying amount of cash and cash equivalents, which is comprised of Cash and due from banks and Interest-bearing deposits, approximates fair value. Cash and cash equivalents are classified within Level 1 of the fair value hierarchy.
Held-to-Maturity Securities, net. When quoted market prices are not available, the Company employs an independent pricing service that utilizes matrix pricing to calculate fair value. These fair value measurements consider observable data, such as dealer quotes, market spreads, cash flows, yield curves, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the respective terms and conditions of debt instruments. Management maintains procedures to monitor the pricing service’s results and has a process in place to challenge their valuations and methodologies. Held-to-maturity securities, which include Agency CMO, Agency MBS, Agency CMBS, Municipal bonds and notes, and CMBS, are classified within Level 2 of the fair value hierarchy.
Loans and Leases, net. Except for collateral dependent loans and leases, the fair value of loans and leases held for investment is estimated using a discounted cash flow methodology, based on future prepayments and market interest rates inclusive of an illiquidity discount for comparable loans and leases. The associated cash flows are then adjusted for associated credit risks and other potential losses, as appropriate. Loans and leases, net are classified within Level 3 of the fair value hierarchy.
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Deposit Liabilities. The fair value of deposit liabilities, which is comprised of non-interest-bearing demand deposits, interest-bearing checking, health savings, money market, and savings accounts, reflects the amount payable on demand at the reporting date. Deposit liabilities are classified within Level 2 of the fair value hierarchy.
Time Deposits. The fair value of fixed-maturity certificates of deposit is estimated by discounting contractual cash flows using current market rates for financial instruments with similar maturities. Time deposits are classified within Level 2 of the fair value hierarchy.
Securities Sold Under Agreements to Repurchase. The fair value of securities sold under agreements to repurchase that mature within 90 days approximates their carrying value. The fair value of securities sold under agreements to repurchase that mature after 90 days is estimated using a discounted cash flow methodology based on current market rates and adjusted for associated credit risks, as appropriate. Securities sold under agreements to repurchase are classified within Level 2 of the fair value hierarchy.
Federal Home Loan Bank Advances and Long-Term Debt. The fair value of FHLB advances and long-term debt is estimated using a discounted cash flow methodology in which discount rates are matched with the time period of the expected cash flows and adjusted for associated credit risks, as appropriate. FHLB advances and long-term debt are each classified within Level 2 of the fair value hierarchy.
The following table summarizes the carrying amounts, estimated fair values, and classifications within the fair value hierarchy for selected financial instruments:
 March 31, 2026December 31, 2025
(In thousands)Carrying
Amount		Fair
Value		Carrying
Amount		Fair
Value
Assets:
Level 1
Cash and cash equivalents$2,860,164 $2,860,164 $2,449,525 $2,449,525 
Level 2
Held-to-maturity securities, net7,838,979 6,962,140 7,969,575 7,168,583 
Level 3
Loans and leases, net56,515,108 55,689,339 55,877,699 54,892,526 
Liabilities:
Level 2
Deposit liabilities$62,399,876 $62,399,876 $60,189,495 $60,189,495 
Time deposits6,639,840 6,618,676 8,570,318 8,553,998 
Securities sold under agreements to repurchase 69,756 69,749 596,738 596,872 
FHLB advances4,810,619 4,806,868 2,980,718 2,978,201 
Long-term debt (1)
738,312 789,993 739,454 791,945 
(1)Any unamortized premiums/discounts, debt issuance costs, or basis adjustments to long-term debt, as applicable, are excluded from the determination of fair value.

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Note 15: Segment Reporting
The Company’s operations are organized into three reportable segments that represent its differentiated lines of business: Commercial Banking, Healthcare Financial Services, and Consumer Banking. The Company’s CODM is the Chairman and Chief Executive Officer. The CODM uses income before income taxes and the provision for credit losses, referred to as PPNR, to allocate resources, including financial and capital resources, employees, and property, for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual variances on a monthly basis when making decisions about allocating resources to the segments. The CODM also uses PPNR to assess the performance of each segment and in the compensation of certain employees.
Commercial Banking delivers financial solutions nationally to a wide range of companies, investors, government entities, and other public and private institutions. Commercial Banking helps its clients achieve their business and financial goals with expertise in Commercial Real Estate, Middle Market, Sponsor and Specialty Finance, Verticals and Regional Banking, Asset Based Lending and Commercial Services, and Treasury Management. Commercial Banking’s Private Banking team also pairs holistic wealth solutions, including tailored lending, with commercial banking services.
Healthcare Financial Services includes HSA Bank and Ametros. HSA Bank is one the country’s largest providers of employee benefits solutions, including being one of the leading bank administrators of HSAs, emergency savings accounts, and flexible spending account administration services in 50 states. Ametros, the nation’s largest professional administrator of medical insurance claim settlements, helps individuals manage their ongoing medical care through their CareGuard service and proprietary technology platform.
Consumer Banking delivers customized financial solutions to individuals, families, and small to mid-sized businesses through its experienced relationship managers and wealth advisors across 195 banking centers located throughout the Northeast. Consumer Banking offers a full suite of deposit, lending, treasury management, and wealth management solutions. Consumer Banking also provides a fully digital banking experience through its mobile banking app and BrioDirect.
From time to time, the Company may make reclassifications among the reportable segments to more appropriately reflect management’s view of the business and/or based on changes in the Company’s organizational structure or product lines. Accordingly, the results derived are not necessarily comparable with similar financial information published by other financial institutions. Additionally, because of the interrelationships of the segments, the financial information presented is not indicative of how the segments would perform if they operated as independent entities.
Corporate and Reconciling Category
Certain Treasury activities and other corporate and functional divisions, such as information technology, human resources, risk management, bank operations, and the operations of interSYNC, and amounts required to reconcile non-GAAP profitability metrics to those reported in accordance with GAAP are included in the Corporate and Reconciling category.
In addition to the amounts required to reconcile non-GAAP profitability metrics (i.e., estimates for FTP, allocations of equity capital) to those reported in accordance with GAAP, revenues reported in the Corporate and Reconciling category also include income associated with certain Treasury activities, such as from sales of investments securities, extinguishments of borrowings, certain derivative transactions, and bank-owned life insurance policies, and immaterial revenues from contracts with customers attributable to interSYNC. Neither the Treasury function nor interSYNC operations meet the definition of an operating segment, and therefore, are not considered for determining reportable segments.
Total assets reported in the Corporate and Reconciling category consists primarily of cash and cash equivalents, investment securities, FHLB/FRB stock, and other assets. The ACL on loans and leases is also reported in Total assets in the Corporate and Reconciling category. A provision for credit losses is allocated from the Corporate and Reconciling category to Commercial Banking and Consumer Banking based on the expected loss content of their specific loan and lease portfolios over a 3-year period (non-GAAP). There is no provision for credit losses associated with Healthcare Financial Services since that segment does not originate nor acquire loans and leases. Business development expenses, which include acquisition-related expenses and other strategic initiatives and restructuring costs, are also generally included in the Corporate and Reconciling category.


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Segment Reporting Methodology
The Company uses an internal profitability reporting system to generate PPNR by reportable segment, which is comprised of direct revenues, direct expenses, estimates for FTP, and allocations for equity capital, net operating costs and total support costs. Since the majority of each reportable segment’s revenue is interest, each segment’s interest revenue is reported net of its interest expense (“net interest income”). Estimates for FTP and allocations of equity capital and non-interest expense, certain of which are subjective in nature, are periodically reviewed and refined. Equity capital is allocated using a combination of risk-weighted asset and management assessment methodologies across the differentiated lines of business. Net operating costs and total support costs, which reflect costs for shared services and back-office support areas, are allocated using an activity and driver-based costing process. The full profitability measurement reports, which are prepared for each reportable segment and reviewed by the CODM on a monthly basis, reflect non-GAAP reporting methodologies. The differences between full profitability and GAAP results are reconciled in the Corporate and Reconciling category.
The goal of FTP is to encourage loan and deposit growth consistent with the Company’s overall profitability objectives. The FTP process considers the specific interest rate risk and liquidity risk of financial instruments, other assets, and other liabilities included in each reportable segment. Loans and deposits are assigned FTP rates, and segments are charged a cost to fund loans and are paid a credit for deposit funds provided. Consideration is given to the origination date and the earlier of the maturity date or the repricing date of a financial instrument to assign an FTP rate for loans and deposits originated each day. Overall, the FTP process reflects the transfer of interest rate risk exposure to the Treasury function included within the Corporate and Reconciling category, where such exposures are centrally managed.
Financial Information
The following table presents certain balance sheet financial information for the Company’s reportable segments:
March 31, 2026
(In thousands)Commercial BankingHealthcare Financial ServicesConsumer BankingCorporate and ReconcilingConsolidated Total
Goodwill (1)
$1,960,363 $316,065 $622,035 $— $2,898,463 
Total assets46,801,959 532,077 13,997,654 24,252,898 85,584,588 
December 31, 2025
(In thousands)Commercial BankingHealthcare Financial ServicesConsumer BankingCorporate and ReconcilingConsolidated Total
Goodwill$1,960,363 $315,124 $622,035 $— $2,897,522 
Total assets46,169,398 535,453 13,871,139 23,497,673 84,073,663 
(1)The increase to goodwill at March 31, 2026, reflects the effects of the measurement-period adjustments recorded during the first quarter of 2026 related to the acquisition of SecureSave in December 2025. Additional information regarding the SecureSave acquisition can be found within Note 2: Business Developments.
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The following tables present certain income statement information for the Company’s reportable segments:
 Three months ended March 31, 2026
(In thousands)Commercial
Banking		Healthcare Financial
Services		Consumer
Banking		Totals
Net interest income$326,977 $100,033 $208,323 $635,333 
Non-interest income32,169 34,222 23,189 89,580 
Total segment revenues359,146 134,255 231,512 724,913 
Reconciliation of revenue:
Corporate and reconciling10,953 
Total consolidated revenues735,866 
Less:
Compensation and benefits58,429 25,273 39,751 
Occupancy (1)
— — 14,201 
Technology and equipment (1)
2,514 8,409 2,847 
Marketing— — 1,355 
Other segment items (2) (3)
57,378 28,070 68,113 
Segment pre-tax, pre-provision net revenue240,825 72,503 105,245 418,573 
Reconciliation of pre-tax, pre-provision net revenue:
Corporate and reconciling(61,816)
Total consolidated pre-tax, pre-provision net revenue356,757 
Total consolidated provision for credit losses54,000 
Total consolidated income before income taxes302,757 
(1)Occupancy and Technology and equipment include, in aggregate, depreciation expense of $0.3 million for Commercial Banking, $1.6 million for Healthcare Financial Services, and $2.8 million for Consumer Banking.
(2)Other segment items for each reportable segment includes:
•Commercial Banking--occupancy, marketing, outside professional services, loan workout expense, foreclosed property expense, other non-interest expense, allocated net operating costs, and allocated total support costs.
•Healthcare Financial Services--occupancy, marketing, outside professional services, other non-interest expense, allocated net operating costs, and allocated total support costs.
•Consumer Banking--outside professional services, loan workout expense, foreclosed property expense, other-non interest expense, allocated net operating costs, and allocated total support costs.
(3)Intangible assets amortization, which is a component of other non-interest expense presented in Other segment items, was $2.5 million for Commercial Banking, $3.9 million for Healthcare Financial Services, and $1.8 million for Consumer Banking.
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 Three months ended March 31, 2025
(In thousands)Commercial
Banking		Healthcare Financial
Services		Consumer
Banking		Totals
Net interest income$319,123 $96,361 $202,064 $617,548 
Non-interest income28,958 29,390 26,204 84,552 
Total segment revenues348,081 125,751 228,268 702,100 
Reconciliation of revenue:
Corporate and reconciling2,698 
Total consolidated revenues704,798 
Less:
Compensation and benefits52,109 23,337 37,284 
Occupancy (1)
— — 14,348 
Technology and equipment (1)
2,111 8,764 3,049 
Marketing— — 1,982 
Other segment items (2) (3)
52,362 23,619 65,993 
Segment pre-tax, pre-provision net revenue241,499 70,031 105,612 417,142 
Reconciliation of pre-tax, pre-provision net revenue:
Corporate and reconciling(55,988)
Total consolidated pre-tax, pre-provision net revenue361,154 
Total consolidated provision for credit losses77,500 
Total consolidated income before income taxes283,654 
(1)Occupancy and Technology and equipment include, in aggregate, depreciation expense of an insignificant amount for Commercial Banking, $1.5 million for Healthcare Financial Services, and $2.5 million for Consumer Banking.
(2)Other segment items for each reportable segment includes:
•Commercial Banking--occupancy, marketing, outside professional services, loan workout expense, foreclosed property expense, other non-interest expense, allocated net operating costs, and allocated total support costs.
•Healthcare Financial Services--occupancy, marketing, outside professional services, other non-interest expense, allocated net operating costs, and allocated total support costs.
•Consumer Banking--outside professional services, loan workout expense, foreclosed property expense, other-non interest expense, allocated net operating costs, and allocated total support costs.
(3)Intangible assets amortization, which is a component of other non-interest expense presented in Other segment items, was $2.8 million for Commercial Banking, $3.5 million for Healthcare Financial Services, and $1.8 million for Consumer Banking.



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Note 16: Revenue from Contracts with Customers
The following tables summarize revenues recognized in accordance with ASC Topic 606, Revenue from Contracts with Customers. These disaggregated amounts, together with sources of other non-interest income that are subject to other GAAP topics, have been reconciled to non-interest income by reportable segment as presented within Note 15: Segment Reporting.
Three months ended March 31, 2026
(In thousands)Commercial BankingHealthcare Financial ServicesConsumer BankingCorporate and
Reconciling		Consolidated
Total
Non-interest Income:
Deposit service fees$5,049 $20,936 $15,514 $16 $41,515 
Loan and lease related fees (1)
2,101 — — — 2,101 
Wealth and investment services3,217 — 3,997 (5)7,209 
Other (2)
— 11,958 417 485 12,860 
Revenue from contracts with customers10,367 32,894 19,928 496 63,685 
Other sources of non-interest income21,802 1,328 3,261 11,387 37,778 
Total non-interest income$32,169 $34,222 $23,189 $11,883 $101,463 
Three months ended March 31, 2025
(In thousands)Commercial BankingHealthcare Financial ServicesConsumer BankingCorporate and
Reconciling		Consolidated
Total
Non-interest Income:
Deposit service fees$4,739 $19,069 $15,294 $(207)$38,895 
Loan and lease related fees (1)
2,225 — — — 2,225 
Wealth and investment services3,316 — 4,478 (5)7,789 
Other (2)
— 10,300 417 1,152 11,869 
Revenue from contracts with customers10,280 29,369 20,189 940 60,778 
Other sources of non-interest income18,678 21 6,015 7,114 31,828 
Total non-interest income$28,958 $29,390 $26,204 $8,054 $92,606 
(1)A portion of Loan and lease related fees on the Condensed Consolidated Statements of Income is comprised of income generated from payroll financing activities that is within the scope of ASC Topic 606.
(2)Other income included in the Corporate and Reconciling category that is in scope of ASC Topic 606 is comprised entirely of immaterial fee revenue from contracts with customers attributable to interSYNC.
Major Revenue Streams
Deposit Service Fees. Deposit service fees consists of fees earned from commercial and consumer customer deposit accounts, such as account maintenance and cash management/analysis fees, as well as other transactional service charges (i.e., insufficient funds, wire transfers, stop payment fees, etc.). Performance obligations for account maintenance services and cash management/analysis fees are satisfied on a monthly basis at a fixed transaction price, whereas performance obligations for other deposit service charges that result from various customer-initiated transactions are satisfied at a point-in-time when the service is rendered. Payment for deposit service fees is generally received immediately or in the following month through a direct charge to the customers’ accounts. Certain commercial customer contracts include credit clauses, whereby the Company will grant credit upon the customer meeting pre-determined conditions, which can be used to offset fees. In addition, certain healthcare financial services contracts include revenue share clauses, whereby the Company will reduce or refund deposit service fees or make referral payments to attract and retain customers and their accounts. Such revenue share costs are recognized as a reduction to revenue in the period incurred. On occasion, the Company may also waive certain fees. Fee waivers are recognized as a reduction to revenue in the period the waiver is granted to the customer.
The deposit service fees revenue stream also includes interchange fees earned from debit and credit card transactions. The transaction price for interchange services is based on the transaction value and the interchange rate set by the card network. Performance obligations for interchange fees are satisfied at a point-in-time when the cardholders’ transaction is authorized and settled. Payment for interchange fees is generally received immediately or in the following month.
Loan and Lease Related Fees. Payroll finance non-interest income consists of fees earned from performing payroll financing and business process outsourcing services, including full back-office technology and tax accounting services, along with payroll preparation, making payroll tax payments, invoice billings, and collections for independently-owned temporary staffing companies nationwide. Performance obligations for payroll finance and business processing activities are either satisfied upon completion of the support services or as payroll remittances are made on behalf of customers to fund their employee payroll, which generally occurs on a weekly basis. The agreed-upon transaction price is based on a fixed-percentage per the terms of the contract. The Company also withholds an agreed-upon hold-back reserve, which may be applied to cover defaults or other
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amounts owed to the Company under the contract, and which is returnable to the customer upon termination of the contract provided that all contractual obligations have been fully satisfied. When the Company collects on amounts due from end consumers on behalf of its customers and at the time of financing payroll, the Company retains the agreed-upon transaction price payable for the performance of its services and remits an amount to the customer net of any advances and payroll tax withholdings, as applicable.
Wealth and Investment Services. Wealth and investment services consists of fees earned from asset management, trust administration, and investment advisory services, and through facilitating securities transactions. Performance obligations for asset management and trust administration services are satisfied on a monthly or quarterly basis at a transaction price based on a percentage of the period-end market value of the assets under administration. Payment for asset management and trust administration services is generally received a few days after period-end through a direct charge to the customers’ accounts. Performance obligations for investment advisory services are satisfied over the period in which the services are provided through a time-based measurement of progress, and the agreed-upon transaction price with the customer varies depending on the nature of the services performed. Performance obligations for facilitating securities transactions are satisfied at a point-in-time when the securities are sold at a transaction price that is based on a percentage of the contract value. Payment for both investment advisory services and facilitating securities transactions may be received in advance of the service, but generally is received immediately or in the following period, in arrears.
Other Income - Ametros. Other income for the Healthcare Financial Services segment primarily includes revenues recognized in connection with contracts with customers from the Ametros business. The nature of such revenue primarily pertains to income earned from arranging sales of in-network products and services, which is recognized at a point in time. Under the terms of these arrangements, the Company has determined that it acts in the capacity as an agent and, therefore, records revenue on a net basis. Other income related to Ametros also includes revenues earned from providing post-settlement medical management and compliance services, which are recognized over time.
The Company evaluates its contracts with Ametros customers for material rights, or options, to acquire additional goods or services for free or at a discount. The contracts for post-settlement medical management and compliance services contain renewal options that represent a material right, which is recognized as a separate performance obligation at the inception of the arrangement. The Company allocates the transaction price to material rights using the practical alternative, which allocates the transaction price to the services expected to be provided and the corresponding expected consideration. Material rights are recognized at the time the service is transferred or when the option expires.
In addition, a fixed, non-refundable fee that represents an advance payment for access to future services is initially deferred and subsequently amortized ratably over the estimated life expectancy of the member. During the three months ended March 31, 2026, and 2025, $0.6 million and $0.5 million, respectively, of such contract liabilities were recognized in Other income.
Deferred Costs to Obtain Contracts and Contract Liabilities
Contracts with customers generated deferred costs to obtain contracts and contract liabilities of $7.5 million, and $26.0 million, respectively, at March 31, 2026, and $6.6 million and $25.3 million, respectively, at December 31, 2025. These balances pertained to contracts with customers from the Ametros business.
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Note 17: Commitments and Contingencies
Credit-Related Financial Instruments
In the normal course of business, the Company offers financial instruments with off-balance sheet risk to meet the financing needs of its customers. These transactions include commitments to extend credit, standby letters of credit, and commercial letters of credit, which involve, to varying degrees, elements of credit risk.
The following table summarizes the outstanding amounts of credit-related financial instruments with off-balance sheet risk:
(In thousands)March 31,
2026		December 31, 2025
Commitments to extend credit$12,944,570 $12,517,384 
Standby letters of credit628,491 636,811 
Commercial letters of credit39,887 22,421 
Total credit-related financial instruments with off-balance sheet risk$13,612,948 $13,176,616 
The Company enters into contractual commitments to extend credit to its customers (i.e., revolving credit arrangements, term loan commitments, and short-term borrowing agreements), generally with fixed expiration dates or other termination clauses and that require payment of a fee. Substantially all of the Company’s commitments to extend credit are contingent upon its customers maintaining specific credit standards at the time of loan funding, and are often secured by real estate or other collateral. Since the majority of the Company’s commitments typically expire without being fully funded, the total contractual amount does not necessarily represent the Company’s future payment requirements.
Standby letters of credit are written conditional commitments issued by the Company to guarantee its customers’ performance to a third party. In the event the customer does not perform in accordance with the terms of its agreement with a third-party, the Company would be required to fund the commitment. The contractual amount of each standby letter of credit represents the maximum amount of potential future payments the Company could be required to make. Historically, the majority of the Company’s standby letters of credit expire without being funded. However, if the commitment were funded, the Company has recourse against the customer. The Company’s standby letter of credit agreements are often secured by cash or other collateral.
Commercial letters of credit are issued to finance either domestic or foreign customer trade arrangements. As a general rule, drafts are committed to be drawn when the goods underlying the transaction are in transit. Similar to standby letters of credit, the Company’s commercial letter of credit agreements are often secured by the underlying goods subject to trade.
Allowance for Credit Losses on Unfunded Loan Commitments
The following table summarizes the activity in the ACL on unfunded loan commitments, which is recorded under the CECL methodology and provides for the unused portion of commitments to lend that are not unconditionally cancellable by the Company:
Three months ended March 31,
(In thousands)20262025
Balance, beginning of period$24,117 $22,593 
(Benefit) for credit losses(1,238)(1,150)
Balance, end of period$22,879 $21,443 
Litigation
The Company is subject to certain legal proceedings and unasserted claims and assessments in the ordinary course of business. Legal contingencies are evaluated based on information currently available, including advice of counsel and assessment of available insurance coverage. The Company establishes an accrual for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Once established, each accrual is adjusted to reflect any subsequent developments. Legal contingencies are subject to inherent uncertainties, and unfavorable rulings may occur that could cause the Company to either adjust its litigation accrual or incur actual losses that exceed the current estimate, which ultimately could have a material adverse effect, either individually or in the aggregate, on its business, financial condition, or operating results. The Company will consider settlement of cases when it is in the best interest of the Company and its stakeholders. The Company intends to defend itself in all claims asserted against it, and management currently believes that the outcome of these contingencies will not be material, either individually or in the aggregate, to the Company or its consolidated financial position.
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Federal Deposit Insurance Corporation Special Assessment
In November 2023, the FDIC issued a final rule implementing a special assessment for certain banks, based on the amount of estimated uninsured deposits reported as of December 31, 2022, to recover losses to the DIF associated with protecting uninsured depositors of Silicon Valley Bank and Signature Bank upon their failure in March 2023. Additional information regarding this special assessment imposed by the FDIC, including any changes to the Company’s special assessment estimate recognized from 2023, through 2025, can be found within Note 22: Commitments and Contingencies in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
During the three months ended March 31, 2026, the Company paid its eighth and final quarterly special assessment of $5.2 million and released the remaining $0.7 million of its related accrued liability. The Company will continue to monitor the estimated loss attributable to the protection of uninsured depositors at Silicon Valley Bank and Signature Bank, which could impact the amount of its accrued liability. The FDIC plans to provide additional updates on future offsets or a one-time final shortfall special assessment collection, if any, through future invoices.


75

Note 18: Subsequent Events
The Company has evaluated subsequent events from the date of the Condensed Consolidated Financial Statements, and accompanying Notes thereto, through the date of issuance, and determined that there were no significant events identified requiring recognition or disclosure.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information regarding quantitative and qualitative disclosures about market risk can be found in Part I under the section captioned “Asset/Liability Management and Market Risk” contained in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and within Note 13: Derivative Financial Instruments in the Notes to Condensed Consolidated Financial Statements contained in Item 1. Financial Statements, which are incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of the Chief Executive Officer (who is our principal executive officer) and Chief Financial Officer (who is our principal financial officer), evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2026. The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
Because of its inherent limitations, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information regarding legal proceedings can be found within Note 17: Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements, which is incorporated herein by reference.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table provides information with respect to any purchase of the Company’s common stock made by or on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, during the three months ended March 31, 2026:
Period
Total
Number of
Shares
Purchased (1)
Average Price
Paid Per Share (2)
Total Number of
Shares Purchased
as Part of Publicly Announced Plans
or Programs
Maximum Dollar Amount Available for Purchase Under the Plans or Programs (3)
January 1, 2026 - January 31, 202611,238$63.81—$334,298,182
February 1, 2026 - February 28, 2026———334,298,182
March 1, 2026 - March 31, 2026409,62471.92—334,298,182
Total420,86271.71—334,298,182
(1)During the three months ended March 31, 2026, all of the shares purchased were acquired at market prices outside of the Company’s common stock repurchase program and related to employee stock-based compensation plan activity.
(2)The average price paid per share is calculated on a trade date basis and includes commissions and other transaction costs.
(3)The Company maintains a common stock repurchase program, which was approved by the Board of Directors on October 24, 2017, that permits management to repurchase shares of Webster common stock in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the SEC, subject to the availability and trading price of stock, general market conditions, alternative uses for capital, regulatory considerations, and the Company’s financial performance. On April 30, 2025, the Board of Directors increased the Company’s authority to repurchase shares of Webster common stock under the repurchase program by $700.0 million. In accordance with the Transaction Agreement, effective as of February 3, 2026, the Company paused repurchases under its common stock repurchase program through the completion of the Transaction. Additional information regarding the Transaction can be found in Part I under the section captioned “Proposed Transaction with Banco Santander” contained in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and within Note 2: Business Developments in the Notes to Condensed Consolidated Financial Statements contained in Item 1. Financial Statements.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
No director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408 of Regulation S-K, during the quarter ended March 31, 2026.
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ITEM 6. EXHIBITS
A list of exhibits to this Form 10-Q is set forth below.
Exhibit Number
Exhibit Description
Exhibit Included
Incorporated by Reference
Form
Exhibit
Filing Date
2.1 (1)
8-K2.12/6/2026
3
Certificate of Incorporation and Bylaws
3.1
10-Q
3.1
8/9/2016
3.2.1
8-K
3.1
4/28/2023
3.2.28-K3.22/1/2022
3.3
Certificate of Designations establishing the rights of Webster Financial Corporation’s 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock
8-K
3.1
6/11/2008
3.4
8-K
3.1
11/24/2008
3.5
8-K
3.1
7/31/2009
3.6
8-K
3.2
7/31/2009
3.7
8-A12B
3.3
12/4/2012
3.88-A12B3.312/12/2017
3.9
8-A12B
3.42/1/2022
3.10
8-K
3.1
3/17/2020
3.118-K3.52/1/2022
10.1X
10.28-K10.11/9/2026
10.38-K10.21/9/2026
31.1X
31.2X
32.1
X (2)
32.2
X (2)
101
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) Cover Page, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Income, (iv) Condensed Consolidated Statements of Comprehensive Income, (v) Condensed Consolidated Statements of Stockholders’ Equity, (vi) Condensed Consolidated Statements of Cash Flows, and (vii) Notes to Condensed Consolidated Financial Statements, tagged in summary and in detail.
X
104Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)X
(1)Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets because the confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
(2)Exhibit is furnished herewith and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
79

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WEBSTER FINANCIAL CORPORATION
(Registrant)
Date: April 30, 2026By:/s/ John R. Ciulla
John R. Ciulla
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: April 30, 2026By:/s/ Neal Holland
Neal Holland
Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: April 30, 2026By:/s/ Kristen Antonopoulos
Kristen Antonopoulos
Chief Accounting Officer
(Principal Accounting Officer)

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