ウェブスターファイナンシャルの四半期報告

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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 June 30, 2025

☐ 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 class	Trading Symbols	Name of each exchange on which registered
Common Stock, par value $0.01 per share	WBS	New York Stock Exchange
Depositary Shares, each representing 1/1000th interest in a share	WBS-PrF	New York Stock Exchange
of 5.25% Series F Non-Cumulative Perpetual Preferred Stock
Depositary Shares, each representing 1/40th interest in a share	WBS-PrG	New 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 August 8, 2025 was 166,188,648.

INDEX


		Page No.

Key to Acronyms and Terms		ii
Forward-Looking Statements		iii

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	33

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	89

Item 4.	Controls and Procedures	89

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	90

Item 1A.	Risk Factors	90

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	90

Item 3.	Defaults Upon Senior Securities	90

Item 4.	Mine Safety Disclosures	90

Item 5.	Other Information	91

Item 6.	Exhibits	92

EXHIBIT INDEX		92

SIGNATURES		94

KEY TO ACRONYMS AND TERMS


ACH			Automated clearing house
ACL			Allowance for credit losses
Agency			A financial services corporation created by the United States Congress
Agency CMBS			Agency commercial mortgage-backed securities
Agency CMO			Agency collateralized mortgage obligations
Agency MBS			Agency mortgage-backed securities
ALCO			Asset/Liability Committee
Ametros			Ametros Financial Corporation
AOCI / AOCL			Accumulated other comprehensive income (loss), net of tax
ASC			Accounting Standards Codification
ASU or the Update			Accounting Standards Update
ATM			Automated teller machine
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
CECL			Current expected credit losses
CET1			Common Equity Tier 1 Capital, defined by Basel III capital rules
CET1 Risk-Based Capital			Ratio of CET1 capital to total risk-weighted assets, defined by the Basel III Capital Rules


CMBS			Non-agency commercial mortgage-backed securities
CODM			Chief Operating Decision Maker
CRA			Community Reinvestment Act of 1977

EAD			Exposure at default
FASB			Financial Accounting Standards Board
FDIC			Federal Deposit Insurance Corporation
FHLB			Federal Home Loan Bank
FICO			Fair Isaac Corporation
FRB			Federal Reserve Bank
FTE			Fully tax-equivalent
FTP			Funds Transfer Pricing, a matched maturity funding concept
GAAP			U.S. Generally Accepted Accounting Principles
Holding Company			Webster Financial Corporation
HSA			Health savings account
HSA Bank			HSA Bank, a division of Webster Bank, National Association

interSYNC			interLINK Insured Sweep LLC, rebranded as interSYNC


LGD			Loss given default

LIHTC			Low-income housing tax credit
LTV			Loan-to-value
Marathon Asset Management			Marathon Asset Management MW Holding, LLC
MBS			Mortgage-backed securities
Moody’s			Moody’s Investor Services
NAICS			North American Industry Classification System
NAV			Net asset value
OCC			Office of the Comptroller of the Currency

OREO			Other real estate owned

PD			Probability of default
PPNR			Pre-tax, pre-provision net revenue


ROU			Right-of-use
S&P			Standard and Poor’s Rating Services

SEC			United States Securities and Exchange Commission

SOFR			Secured overnight financing rate

Tier 1 Leverage Capital			Ratio of Tier 1 capital to average tangible assets, defined by the Basel III Capital Rules
Tier 1 Risk-Based Capital			Ratio of Tier 1 capital to total risk-weighted assets, defined by the Basel III Capital Rules
Total Risk-Based Capital			Ratio of total capital to total risk-weighted assets, defined by the Basel III Capital Rules

UPB			Unpaid principal balance
U.S.			United States
VIE			Variable Interest Entity; defined in ASC 810-10 “Consolidation-Overall”
Webster Bank or the Bank			Webster Bank, National Association, a wholly-owned subsidiary of Webster Financial Corporation
Webster or the Company			Webster Financial Corporation, collectively with its consolidated subsidiaries

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “could,” “believes,” “anticipates,” “expects,” “intends,” “outlook,” “target,” “continue,” “remain,” “will,” “should,” “may,” “might,” “plans,” “estimates,” “likely,” “future,” and similar references to future periods. However, these words are not the exclusive means of identifying such statements. Examples of forward-looking statements include, but are not limited to:

▪projections of revenues, expenses, income or loss, earnings or loss per share, and other financial items;

▪statements of plans, objectives, and expectations of the Company or its management or Board of Directors;

▪statements of future economic performance; and

▪statements of assumptions underlying such statements.

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:

▪our ability to successfully execute our 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, interest rate changes, credit loss trends, unemployment, changes in housing or securities markets, or other factors) and the impact of the same on us or our customers;

▪volatility, disruption, or uncertainty in national and international financial markets, including as a result of geopolitical developments;

▪the impact of unrealized losses in our financial instruments, particularly in our available-for-sale securities portfolio;

▪changes in laws and regulations, or existing laws and regulations that we become subject to, including those concerning banking, taxes, dividends, securities, insurance, cybersecurity, and healthcare administration, with which we must comply;

▪adverse conditions in the securities markets that could lead to impairment in the value of our 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 our 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;

▪our ability to implement new technologies and maintain secure and reliable information and technology systems;

▪the effects of any cybersecurity threats, attacks or disruptions, fraudulent activity, or other data breaches or security events, including those involving our third-party vendors and service providers;

▪issues with the performance of our counterparties and third-party vendors;

▪our 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;

▪our ability to maintain adequate sources of funding and liquidity;

▪our 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 our estimates of current expected credit losses based upon periodic review under relevant regulatory and accounting requirements;

iii

▪the effect of changes in accounting policies and practices applicable to us, including impacts of recently adopted accounting guidance;

▪legal and regulatory developments, including any 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;

▪our ability to navigate differing environmental, social, governmental, and sustainability concerns among federal and state governmental administrations and judicial decisions, our stakeholders, and other activists that may arise from our business activities;

▪our ability to assess and monitor the effect of evolving uses of artificial intelligence on our 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 our 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.

PART I – FINANCIAL INFORMATION

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Webster Financial Corporation is a bank holding company and financial holding company under the BHC Act, incorporated under the laws of Delaware in 1986, and headquartered in Stamford, Connecticut. As of June 30, 2025, Webster Financial Corporation had approximately $82 billion in total consolidated assets. Webster 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. Webster 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 and six months ended June 30, 2025, as compared to 2024. This information should be read in conjunction with the Condensed Consolidated Financial Statements, and accompanying Notes thereto, contained in Part I - Item 1. Financial Statements of this report, and the Consolidated Financial Statements, and 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, 2024. The Company’s consolidated financial condition, results of operations, and cash flows for the three and six months ended June 30, 2025, as compared to 2024, are not necessarily indicative of future results that may be attained for the entire year or other interim periods.

Economic Outlook

Recent announcements from the current U.S. administration regarding changes in trade policies and other economic policies and practices, including tariffs, have created significant economic uncertainty in the U.S., which could contribute to higher inflation and increase the risk of a recession. 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 June 30,						Six months ended June 30,
(In thousands, except per share and ratio data)	2025			2024			2025			2024
Income and performance ratios:
Net income	$	258,848		$	181,633		$	485,765		$	397,956
Net income applicable to common stockholders	251,695			175,494			472,079			385,541
Earnings per common share - diluted	1.52			1.03			2.81			2.26
Return on average assets (annualized)	1.29		%	0.96		%	1.22		%	1.05		%
Return on average tangible common stockholders’ equity (annualized) (non-GAAP)	17.96			14.17			16.95			15.25
Return on average common stockholders’ equity (annualized)	11.31			8.40			10.63			9.21
Non-interest income as a percentage of total revenue	13.22			6.88			13.18			11.05
Asset quality:
ACL on loans and leases	$	722,046		$	669,355		$	722,046		$	669,355
Non-performing assets (1)	537,050			374,884			537,050			374,884
ACL on loans and leases / total loans and leases	1.35		%	1.30		%	1.35		%	1.30		%
Net charge-offs / average loans and leases (annualized)	0.27			0.26			0.35			0.28
Non-performing loans and leases / total loans and leases (1)	1.00			0.72			1.00			0.72
Non-performing assets / total loans and leases plus OREO and repossessed assets (1)	1.00			0.73			1.00			0.73
ACL on loans and leases / non-performing loans and leases (1)	135.08			181.48			135.08			181.48
Other ratios:

Tangible common equity (non-GAAP)	7.46		%	7.18		%	7.46		%	7.18		%
Tier 1 Risk-Based Capital	11.86			11.09			11.86			11.09
Total Risk-Based Capital	14.05			13.28			14.05			13.28
CET1 Risk-Based Capital	11.35			10.59			11.35			10.59
Stockholders’ equity / total assets	11.40			11.46			11.40			11.46
Net interest margin (2)	3.44			3.39			3.46			3.40
Efficiency ratio (non-GAAP)	45.40			46.22			45.59			45.74
Equity and share related:
Common stockholders’ equity	$	9,053,638		$	8,525,289		$	9,053,638		$	8,525,289
Book value per common share	54.19			49.74			54.19			49.74
Tangible book value per common share (non-GAAP)	35.13			30.82			35.13			30.82
Common stock closing price	54.60			43.59			54.60			43.59
Dividends and equivalents declared per common share	0.40			0.40			0.80			0.80
Common shares outstanding	167,083			171,402			167,083			171,402
Weighted-average common shares outstanding - basic	165,884			169,675			167,524			170,061
Weighted-average common shares - diluted	166,131			169,937			167,853			170,351

(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)Effective as of the first quarter of 2025, the Company changed its methodology used to annualize net interest income in its quarterly and year to date net interest margin calculation. Net interest margin for the prior periods has been recast.

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 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 intangible assets (tangible assets). Both of these measures are used by management to evaluate the Company’s capital position. The annualized return on average tangible common stockholders’ equity is calculated using net income less preferred stock dividends, adjusted for the annualized 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:


	June 30,
(Dollars and shares in thousands, except per share data)	2025			2024
Tangible book value per common share:
Stockholders’ equity	$	9,337,617		$	8,809,268
Less: Preferred stock	283,979			283,979

Goodwill and other intangible assets	3,184,039			3,242,193
Tangible common stockholders’ equity	$	5,869,599		$	5,283,096
Common shares outstanding	167,083			171,402
Tangible book value per common share	$	35.13		$	30.82
Book value per common share (GAAP)	$	54.19		$	49.74

Tangible common equity ratio:
Tangible common stockholders’ equity	$	5,869,599		$	5,283,096
Total assets	$	81,914,270		$	76,838,106
Less: Goodwill and other intangible assets	3,184,039			3,242,193
Tangible assets	$	78,730,231		$	73,595,913
Tangible common equity ratio	7.46		%	7.18		%
Common stockholders’ equity to total assets (GAAP)	11.05		%	11.10		%


	Three months ended June 30,						Six months ended June 30,
(Dollars in thousands)	2025			2024			2025			2024
Return on average tangible common stockholders’ equity:
Net income	$	258,848		$	181,633		$	485,765		$	397,956
Less: Preferred stock dividends	4,162			4,162			8,325			8,325
Add: Intangible assets amortization, tax-effected	6,627			6,886			13,358			14,149
Adjusted net income	$	261,313		$	184,357		$	490,798		$	403,780
Adjusted net income (annualized)	$	1,045,252		$	737,428		$	981,596		$	807,560
Average stockholders’ equity	$	9,294,023		$	8,733,737		$	9,269,533		$	8,746,865
Less: Average preferred stock	283,979			283,979			283,979			283,979
Average goodwill and other intangible assets	3,188,946			3,246,940			3,193,509			3,168,846
Average tangible common stockholders’ equity	$	5,821,098		$	5,202,818		$	5,792,045		$	5,294,040
Return on average tangible common stockholders’ equity (annualized)	17.96		%	14.17		%	16.95		%	15.25		%
Return on average common stockholders’ equity (annualized) (GAAP)	11.31		%	8.40		%	10.63		%	9.21		%

Efficiency ratio:
Non-interest expense	$	345,714		$	326,021		$	689,358		$	661,944
Less: Foreclosed property activity	541			(364)			1,058			(694)
Intangible assets amortization	9,093			8,716			18,330			17,910
Operating lease depreciation	9			560			25			1,223
FDIC special assessment	—			—			—			11,862
Ametros acquisition expenses	—			—			—			3,139

Adjusted non-interest expense	$	336,071		$	317,109		$	669,945		$	628,504
Net interest income	$	621,182		$	572,297		$	1,233,374		$	1,140,036
Add: FTE adjustment	13,870			14,315			27,481			30,194
Non-interest income	94,657			42,298			187,263			141,651
Other income (1)	10,528			7,802			21,560			15,428
Less: Operating lease depreciation	9			560			25			1,223
Gain (loss) on sale of investment securities, net	—			(49,915)			220			(59,741)

Net gain on sale of mortgage servicing rights	—			—			—			11,655
Adjusted income	$	740,228		$	686,067		$	1,469,433		$	1,374,172
Efficiency ratio	45.40		%	46.22		%	45.59		%	45.74		%
Non-interest expense as a percentage of total revenue (GAAP)	48.29		%	53.05		%	48.52		%	51.65		%

(1)Other income (non-GAAP) includes the taxable equivalent of net income generated from LIHTC investments.

Net Interest Income Analysis

The following tables summarize daily average balances, interest, and average yield/rate by major category, and net interest margin on an FTE basis:


	Three months ended June 30,
	2025						2024
(Dollars in thousands)	Average Balance		Interest Income/Expense		Average Yield/Rate		Average Balance		Interest Income/Expense		Average Yield/Rate

Assets
Interest-earning assets:
Loans and leases (1)	$	53,277,897	$	786,808	5.85	%	$	51,434,799	$	808,309	6.23	%
Investment securities: (2)
Taxable	17,284,395		192,865		4.46		15,443,809		154,691		4.00
Non-taxable	941,237		7,166		3.05		1,636,745		10,239		2.56
Total investment securities	18,225,632		200,031		4.39		17,080,554		164,930		3.86
FHLB and FRB stock	346,514		4,243		4.91		336,342		5,166		6.18
Interest-bearing deposits (3)	2,096,578		23,368		4.41		483,947		6,603		5.40

Loans held for sale	58,024		7		0.04		222,080		5,593		10.07
Total interest-earning assets	74,004,645		$	1,014,457	5.44	%	69,557,722		$	990,601	5.65	%
Non-interest-earning assets (2)	6,513,526						6,378,611
Total assets	$	80,518,171					$	75,936,333

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Demand	$	10,109,928	$	—	—	%	$	10,156,691	$	—	—	%
Interest-bearing checking	9,772,340		42,390		1.74		9,424,687		44,578		1.90
Health savings accounts	9,137,704		3,635		0.16		8,528,476		3,206		0.15
Money market	21,645,531		190,853		3.54		18,658,148		193,028		4.16
Savings	7,462,151		31,624		1.70		6,929,874		26,403		1.53
Certificates of deposit	6,061,399		51,873		3.43		5,908,811		65,782		4.48
Brokered certificates of deposit	1,774,379		19,363		4.38		2,108,412		28,266		5.39
Total deposits	65,963,432		339,738		2.07		61,715,099		361,263		2.35

Securities sold under agreements to repurchase	111,005		218		0.78		120,082		36		0.12
Federal funds purchased	—		—		—		78,242		1,078		5.45

FHLB advances	2,650,111		29,825		4.45		2,429,653		33,727		5.49
Long-term debt (2)	885,773		9,624		4.35		887,528		7,885		3.55
Total borrowings	3,646,889		39,667		4.31		3,515,505		42,726		4.82
Total deposits and interest-bearing liabilities	69,610,321		$	379,405	2.18	%	65,230,604		$	403,989	2.49	%
Non-interest-bearing liabilities (2)	1,613,827						1,971,992
Total liabilities	71,224,148						67,202,596

Preferred stock	283,979						283,979
Common stockholders’ equity	9,010,044						8,449,758
Total stockholders’ equity	9,294,023						8,733,737
Total liabilities and stockholders’ equity	$	80,518,171					$	75,936,333
Net interest income (FTE)			$	635,052					$	586,612
Less: FTE adjustment (4)			(13,870)						(14,315)
Net interest income			$	621,182					$	572,297
Net interest margin (FTE) (5)					3.44	%					3.39	%


	Six months ended June 30,
	2025						2024
(Dollars in thousands)	Average Balance		Interest Income/Expense		Average Yield/Rate		Average Balance		Interest Income/Expense		Average Yield/Rate

Assets
Interest-earning assets:
Loans and leases (1)	$	52,925,112	$	1,553,196	5.85	%	$	51,186,608	$	1,610,173	6.23	%
Investment securities: (2)
Taxable	17,213,440		382,320		4.44		14,986,914		295,822		3.94
Non-taxable	956,662		14,520		3.04		1,989,470		22,753		2.34
Total investment securities	18,170,102		396,840		4.37		16,976,384		318,575		3.75
FHLB and FRB stock	335,310		8,197		4.93		340,167		9,518		5.63
Interest-bearing deposits (3)	1,958,803		43,300		4.40		528,174		14,389		5.39

Loans held for sale	43,459		22		0.10		117,749		5,675		9.64
Total interest-earning assets	73,432,786		$	2,001,555	5.43	%	69,149,082		$	1,958,330	5.62	%
Non-interest-earning assets (2)	6,463,140						6,485,467
Total assets	$	79,895,926					$	75,634,549

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Demand	$	10,196,846	$	—	—	%	$	10,369,552	$	—	—	%
Interest-bearing checking	9,741,252		83,289		1.72		9,339,970		85,931		1.85
Health savings accounts	9,222,141		7,195		0.16		8,567,058		6,397		0.15
Money market	21,381,682		373,960		3.53		18,380,405		379,780		4.16
Savings	7,284,366		59,767		1.65		6,813,823		47,948		1.42
Certificates of deposit	6,054,336		106,815		3.56		5,844,081		128,281		4.41
Brokered certificate of deposit	1,589,392		35,095		4.45		1,825,343		48,897		5.39
Total deposits	65,470,015		666,121		2.05		61,140,232		697,234		2.29

Securities sold under agreements to repurchase	177,413		1,894		2.12		125,367		207		0.33
Federal funds purchased	—		—		—		109,203		3,015		5.46

FHLB advances	2,382,692		53,414		4.46		2,559,642		71,094		5.49
Long-term debt (2)	886,003		19,271		4.35		920,520		16,550		3.60
Total borrowings	3,446,108		74,579		4.31		3,714,732		90,866		4.85
Total deposits and interest-bearing liabilities	68,916,123		$	740,700	2.16	%	64,854,964		$	788,100	2.44	%
Non-interest-bearing liabilities (2)	1,710,270						2,032,720
Total liabilities	70,626,393						66,887,684

Preferred stock	283,979						283,979
Common stockholders’ equity	8,985,554						8,462,886
Total stockholders’ equity	9,269,533						8,746,865
Total liabilities and stockholders’ equity	$	79,895,926					$	75,634,549
Net interest income (FTE)			$	1,260,855					$	1,170,230
Less: FTE adjustment (4)			(27,481)						(30,194)
Net interest income			$	1,233,374					$	1,140,036
Net interest margin (FTE) (5)					3.46	%					3.40	%

(1)Non-accrual loans have been included in the computation of average balances.

(2)In order to provide the users of the Company’s financial statements with a more transparent view of the actual consolidated average balances that are used in the calculation of net interest margin, the Company has recast, in the tables above, certain consolidated
average balances for the three and six months ended June 30, 2024, to reflect a change in presentation being applied retrospectively. Specifically, adjustments were made to exclude average unsettled trades of $130.2 million and $119.5 million, respectively, and average available-for-sale unrealized losses of $828.6 million and $783.1 million, respectively, from investment securities, and to exclude an average basis adjustment of $26.1 million and $26.7 million, respectively, from long-term debt related to a de-designated fair value hedge. Rather, effective as of December 31, 2024, these amounts are being presented in average non-interest-earning assets and average non-interest-bearing liabilities, respectively. There were no changes to the related yields/rates or net interest income that had been previously disclosed.

(3)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.

(4)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)Effective as of the first quarter of 2025, the Company changed its methodology used to annualize net interest income in its quarterly and year to date net interest margin calculation. Net interest margin for the prior periods has been recast. There were no changes to the related yields/rates or net interest income that had been previously disclosed.

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 June 30,						Six months ended June 30,
	2025 vs. 2024 Increase (decrease) due to						2025 vs. 2024 Increase (decrease) due to
(In thousands)	Rate (1)		Volume		Total		Rate (1)		Volume		Total
Change in interest on interest-earning assets:
Loans and leases	$	(47,840)	$	26,339	$	(21,501)	$	(106,677)	$	49,700	$	(56,977)
Investment securities	23,708		11,393		35,101		55,862		22,403		78,265

FHLB and FRB stock	(1,079)		156		(923)		(1,185)		(136)		(1,321)
Interest bearing-deposits	(5,040)		21,805		16,765		(9,894)		38,805		28,911
Loans held for sale	(1,455)		(4,131)		(5,586)		(2,073)		(3,580)		(5,653)
Total interest income	$	(31,706)	$	55,562	$	23,856	$	(63,967)	$	107,192	$	43,225
Change in interest on interest-bearing liabilities:

Interest-bearing checking	$	(3,833)	$	1,645	$	(2,188)	$	(6,334)	$	3,692	$	(2,642)
Health savings accounts	200		229		429		309		489		798
Money market	(33,081)		30,906		(2,175)		(67,833)		62,013		(5,820)
Savings	3,193		2,028		5,221		8,508		3,311		11,819
Certificates of deposit	(15,608)		1,699		(13,909)		(26,081)		4,615		(21,466)
Brokered certificates of deposit	(4,425)		(4,478)		(8,903)		(7,481)		(6,321)		(13,802)
Securities sold under agreements to repurchase	185		(3)		182		1,601		86		1,687
Federal funds purchased	—		(1,078)		(1,078)		—		(3,015)		(3,015)

FHLB advances	(6,962)		3,060		(3,902)		(12,765)		(4,915)		(17,680)
Long-term debt	1,755		(16)		1,739		3,342		(621)		2,721
Total interest expense	$	(58,576)	$	33,992	$	(24,584)	$	(106,734)	$	59,334	$	(47,400)
Net change in net interest income	$	26,870	$	21,570	$	48,440	$	42,767	$	47,858	$	90,625

(1)The change attributable to mix, a combined impact of rate and volume, and other is included with the change due to rate.

Comparison to Prior Year Quarter

Net interest income increased $48.9 million, or 8.5%, from $572.3 million for the three months ended June 30, 2024, to $621.2 million for the three months ended June 30, 2025. Net interest margin increased 5 basis points from 3.39% for the three months ended June 30, 2024, to 3.44% for the three months ended June 30, 2025, reflecting increases of $4.4 billion, or 6.4%, in average total interest-earning assets and $4.4 billion, or 6.7%, in average total deposits and interest-bearing liabilities. The lower interest rate environment during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, primarily caused the average yield on average total interest-earning assets to decrease by 21 basis points and the average rate on average total deposits and interest-bearing liabilities to decrease by 31 basis points.

The change in average total interest-earnings assets was primarily attributed to the following items:

•Average loans and leases increased $1.8 billion, or 3.6%, primarily due to increases in average commercial non-mortgage and average residential mortgages, partially offset by a decrease in average multi-family mortgages.

•Average total investment securities increased $1.1 billion, or 6.7%, reflecting an increase of $1.1 billion in average available-for-sale securities and an immaterial increase in average held-to-maturity securities, primarily due to the timing and volume of purchase, paydown, and sales activities.

•Average interest-bearing deposits held at the FRB increased $1.6 billion, or 333.2%, primarily due to management’s strategic decision to hold higher levels of on-balance sheet liquidity.

•Average loans held for sale decreased $0.2 billion, or 73.9%, primarily due to the payroll finance and factored receivables loan portfolios that were classified as held for sale in the first quarter of 2024.

The change in average total deposits and interest-bearing liabilities was primarily attributed to the following items:

•Average total deposits increased $4.2 billion, or 6.9%, primarily due to increases in average money markets, which contributed to $3.0 billion of the change. The Company also experienced increases across all other deposit products except for average brokered certificates of deposits and average demand.

•Average FHLB advances increased $0.2 billion, or 9.1%, primarily due to a change in short-term borrowings mix.

Comparison to Prior Year to Date

Net interest income increased $0.1 billion, or 8.2%, from $1.1 billion for the six months ended June 30, 2024, to $1.2 billion for the six months ended June 30, 2025. Net interest margin increased 6 basis points from 3.40% for the six months ended June 30, 2024, to 3.46% for the six months ended June 30, 2025, reflecting increases of $4.3 billion, or 6.2%, in average total interest-earning assets and $4.1 billion, or 6.3%, in average total deposits and interest-bearing liabilities. The lower interest rate environment during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily caused the average yield on average total interest-earning assets to decrease by 19 basis points and the average rate on average total deposits and interest-bearing liabilities to decrease by 28 basis points.

The change in average total interest-earnings assets was primarily attributed to the following items:

•Average loans and leases increased $1.7 billion, or 3.4%, primarily due to increases in average commercial non-mortgage and average residential mortgages, partially offset by a decrease in average multi-family mortgages.

•Average total investment securities increased $1.2 billion, or 7.0%, reflecting increases of $0.7 billion in average available-for-sale and $0.5 billion in average held-to-maturity, primarily due to the timing and volume of purchase, paydown, and sales activities.

•Average interest-bearing deposits held at the FRB increased $1.4 billion, or 270.9%, 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 $4.3 billion, or 7.1%, primarily due to increases in average money markets, which contributed to $3.0 billion of the change. The Company also experienced increases across all other deposit products except for average brokered certificates of deposits and average demand.

•Average FHLB advances decreased $0.2 billion, or 6.9%, primarily due to the paydown of short-term advances in the first quarter of 2025 and a change in short-term borrowings mix.

Provision for Credit Losses

Comparison to Prior Year Quarter

The total provision for credit losses decreased $12.5 million, or 21.2%, from $59.0 million for the three months ended June 30, 2024, to $46.5 million for three months ended June 30, 2025, primarily due to improvements in risk rating migration, partially offset by uncertainty in the current macroeconomic environment and organic loan growth.

Comparison to Prior Year to Date

The total provision for credit losses increased $19.5 million, or 18.7%, from $104.5 million for the six months ended June 30, 2024, to $124.0 million for the six months ended June 30, 2025, primarily due to higher net charge-offs in excess of prior reserves, uncertainty in the current macroeconomic environment, and organic loan growth, partially offset by improvements in risk rating migration.

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 June 30,				Six months ended June 30,
(Dollars in thousands)	2025		2024		2025		2024
Deposit service fees	$	40,934	$	41,027	$	79,829	$	83,616
Loan and lease related fees	17,657		19,334		35,278		39,101
Wealth and investment services	7,779		8,556		15,568		16,480

Cash surrender value of life insurance policies	9,172		6,359		17,164		12,305
Gain (loss) on sale of investment securities, net	—		(49,915)		220		(59,741)

Other income	19,115		16,937		39,204		49,890
Total non-interest income	$	94,657	$	42,298	$	187,263	$	141,651

Comparison to Prior Year Quarter

Total non-interest income increased $52.4 million, or 123.8%, from $42.3 million for the three months ended June 30, 2024, to $94.7 million for the three months ended June 30, 2025, primarily due to the change in Net gains (losses) on sale of investment securities, and increases in the Cash surrender value of life insurance policies and Other income.

The Cash surrender value of life insurance policies increased $2.8 million, or 44.2%, from $6.4 million for the three months ended June 30, 2024, to $9.2 million for the three months ended June 30, 2025, primarily due to bank-owned life insurance events in the first quarter of 2024, which resulted in a lower cash surrender value in the prior year quarter.

There were no sales of investment securities during the three months ended June 30, 2025. During the three months ended June 30, 2024, net (losses) on sale of investment securities totaled $49.9 million, as the Company sold $971.6 million of Municipal bonds and notes classified as available-for-sale for proceeds of $921.6 million. The amounts presented in non-interest income include the portion of any losses that were not due to credit related factors.

Other income increased $2.2 million, or 12.9%, from $16.9 million for the three months ended June 30, 2024, to $19.1 million for the three months ended June 30, 2025, primarily due to higher direct investment gains and medical fees, partially offset by the credit valuation adjustment.

Comparison to Prior Year to Date

Total non-interest income increased $45.6 million, or 32.2%, from $141.7 million for the six months ended June 30, 2024, to $187.3 million for the six months ended June 30, 2025, primarily due to the change in Net gains (losses) on sale of investment securities and an increase in the Cash surrender value of life insurance policies, partially offset by decreases in Other income, Loan and lease related fees, and Deposit service fees.

Deposit service fees decreased $3.8 million, or 4.5%, from $83.6 million for the six months ended June 30, 2024, to $79.8 million for the six months ended June 30, 2025, primarily due to higher revenue share costs and lower cash management fees, partially offset by higher interchange income and ATM surcharges.

Loan and lease related fees decreased $3.8 million, or 9.8%, from $39.1 million for the six months ended June 30, 2024, to $35.3 million for the six months ended June 30, 2025, primarily due to lower loan servicing and syndication fees, partially offset by lower mortgage servicing rights amortization.

The Cash surrender value of life insurance policies increased $4.9 million, or 39.5%, from $12.3 million for the six months ended June 30, 2024, to $17.2 million for the six months ended June 30, 2025, primarily due to bank-owned life insurance events in the first quarter of 2024, which resulted in a lower cash surrender value in the prior year to date.

Net gains (losses) on sale of investment securities changed $60.0 million, or 100.4%, from net (losses) of $59.7 million for the six months ended June 30, 2024, to net gains of $0.2 million for the six months ended June 30, 2025. During the six months ended June 30, 2025, the Company sold $14.7 million of Corporate debt securities classified as available-for-sale for proceeds of $14.9 million. During the six months ended June 30, 2024, the Company sold $1.3 billion of Municipal bonds and notes, Agency MBS, and Corporate debt securities classified as available-for-sale for proceeds of $1.2 billion. The amounts presented in non-interest income include the portion of any losses that were not due to credit related factors.

Other income decreased $10.7 million, or 21.4%, from $49.9 million for the six months ended June 30, 2024, to $39.2 million for the six months ended June 30, 2025, primarily due to the net gain on sale of mortgage servicing rights in the first quarter of 2024, the credit valuation adjustment, and bank-owned life insurance events in the first quarter of 2024, partially offset by higher direct investment gains and medical fees.

Non-Interest Expense


	Three months ended June 30,				Six months ended June 30,
(Dollars in thousands)	2025		2024		2025		2024
Compensation and benefits	$	199,930	$	186,850	$	398,575	$	375,390
Occupancy	19,337		15,103		39,054		34,542
Technology and equipment	45,932		45,303		93,651		91,139
Intangible assets amortization	9,093		8,716		18,330		17,910
Marketing	5,171		4,107		9,198		8,388
Professional and outside services	18,394		14,066		35,620		27,047
Deposit insurance	15,061		15,065		31,406		39,288
Other expense	32,796		36,811		63,524		68,240
Total non-interest expense	$	345,714	$	326,021	$	689,358	$	661,944

Comparison to Prior Year Quarter

Total non-interest expense increased $19.7 million, or 6.0%, from $326.0 million for the three months ended June 30, 2024, to $345.7 million for the three months ended June 30, 2025, primarily due to increases in Compensation and benefits, Professional and outside services, and Occupancy, partially offset by a decrease in Other expense.

Compensation and benefits increased $13.0 million, or 7.0%, from $186.9 million for the three months ended June 30, 2024, to $199.9 million for the three months ended June 30, 2025, primarily due to higher compensation resulting from investments in human capital and risk management infrastructure and performance-based incentives.

Occupancy increased $4.2 million, or 28.0%, from $15.1 million for the three months ended June 30, 2024, to $19.3 million for the three months ended June 30, 2025, primarily due to a one-time lease termination benefit in the second quarter of 2024.

Professional and outside services increased $4.3 million, or 30.8%, from $14.1 million for the three months ended June 30, 2024, to $18.4 million for the three months ended June 30, 2025, primarily due to an increase in technology consulting fees.

Other expense decreased $4.0 million, or 10.9%, from $36.8 million for the three months ended June 30, 2024, to $32.8 million for the three months ended June 30, 2025, primarily due to individually immaterial decreases in various other expense items.

Comparison to Prior Year to Date

Total non-interest expense increased $27.4 million, or 4.1%, from $661.9 million for the six months ended June 30, 2024, to $689.4 million for the six months ended June 30, 2025, primarily due to increases in Compensation and benefits, Professional and outside services, and Occupancy, partially offset by decreases in Deposit insurance and Other expense.

Compensation and benefits increased $23.2 million, or 6.2%, from $375.4 million for the six months ended June 30, 2024, to $398.6 million for the six months ended June 30, 2025, primarily due to higher compensation resulting from investments in human capital and risk management infrastructure, performance-based incentives, and employee benefits.

Occupancy increased $4.5 million, or 13.1%, from $34.5 million for the six months ended June 30, 2024, to $39.1 million for the six months ended June 30, 2025, primarily due to a one-time lease termination benefit in the second quarter of 2024.

Professional and outside services increased $8.6 million, or 31.7%, from $27.0 million for the six months ended June 30, 2024, to $35.6 million for the six months ended June 30, 2025, primarily due to an increase in technology consulting fees.

Deposit insurance decreased $7.9 million, or 20.1%, from $39.3 million for the six months ended June 30, 2024, to $31.4 million for the six months ended June 30, 2025, primarily due to an increase in the FDIC special assessment estimate in the first quarter of 2024, partially offset by the impact from the increase in the Company’s deposit insurance assessment base.

Other expense decreased $4.7 million, or 6.9%, from $68.3 million for the six months ended June 30, 2024, to $63.5 million for the six months ended June 30, 2025, primarily due to individually immaterial decreases in various other expense items, partially offset by higher pension expense.

Income Taxes

Comparison to Prior Year Quarter

The Company recognized income tax expense of $64.8 million and $47.9 million for the three months ended June 30, 2025, and 2024, respectively, reflecting effective tax rates of 20.0% and 20.9%, respectively. The increase in income tax expense is primarily due to a higher level of pre-tax income recognized during the three months ended June 30, 2025. The decrease in the effective tax rate reflects the recognition of a $3.9 million discrete tax benefit during the three months ended June 30, 2025, compared to a $0.3 million net discrete tax benefit recognized during the three months ended June 30, 2024.

Comparison to Prior Year to Date

The Company recognized income tax expense of $121.5 million and $117.3 million for the six months ended June 30, 2025, and 2024, respectively, reflecting effective tax rates of 20.0% and 22.8%, respectively. The increase in income tax expense is primarily due to a higher level of pre-tax income recognized during the six months ended June 30, 2025. The higher effective tax rate for the six months ended June 30, 2024, primarily reflects the recognition of a $10.9 million discrete tax expense in that period, which impacted the effective tax rate by 2.1 percentage points.

On July 4, 2025, the One Big Beautiful Bill Act was signed into law, which includes a broad range of tax reform provisions with varying effective dates. The Company is currently evaluating the changes in tax law to determine the impact on its consolidated financial statements; however, the impact is not expected to be material.

Additional information regarding the Company’s income taxes, including its deferred tax assets, can be found within Note 9: 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, 2024.

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 of this report, and within Note 21: Segment Reporting 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, 2024.

Commercial Banking

Operating Results:


	Three months ended June 30,				Six months ended June 30,
(In thousands)	2025		2024		2025		2024
Net interest income	$	318,518	$	337,588	$	637,641	$	679,530
Non-interest income	30,628		34,510		59,586		68,790
Non-interest expense	108,372		104,588		214,954		210,813
Pre-tax, pre-provision net revenue	$	240,774	$	267,510	$	482,273	$	537,507

Comparison to Prior Year Quarter

Commercial Banking’s PPNR decreased $26.7 million, or 10.0%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024 due to decreases in net interest income and non-interest income, and an increase in non-interest expense. The $19.0 million decrease in net interest income is primarily due to lower spreads on loans and leases, partially offset by higher loan balances and lower deposit costs. The $3.9 million decrease in non-interest income is primarily due to lower factoring, prepayment, and syndication fees, and lower direct investment gains. The $3.8 million increase in non-interest expense is primarily due to higher foreclosed property and loan workout expenses and increased investments in human capital, operational process improvements, and technology.

Comparison to Prior Year to Date

Commercial Banking’s PPNR decreased $55.2 million, or 10.3%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, due to decreases in net interest income and non-interest income, and an increase in non-interest expense. The $41.9 million decrease in net interest income is primarily due to lower spreads on loans and leases, partially offset by higher loan balances and lower deposit costs. The $9.2 million decrease in non-interest income is primarily due to lower factoring, prepayment, and syndication fees, lower cash management fees, and lower direct investment gains. The $4.1 million increase in non-interest expense is primarily due to higher foreclosed property and loan workout expenses and increased investments in human capital, operational process improvements, and technology.

Selected Balance Sheet and Off-Balance Sheet Information:


(In thousands)	June 30, 2025		December 31, 2024
Loans and leases	$	41,197,664	$	40,616,156
Deposits	16,225,466		16,251,850

Assets under administration / management (off-balance sheet)	3,070,150		2,965,624

Loans and leases increased $581.5 million, or 1.4%, at June 30, 2025, as compared to December 31, 2024, primarily due to growth in commercial non-mortgage, partially offset net principal paydowns in commercial real estate, equipment financing, and residential mortgages, and the transfer of loans from portfolio to held for sale. Total portfolio originations for the six months ended June 30, 2025, and 2024, were $5.4 billion and $4.7 billion, respectively. The $0.7 billion increase was primarily due to increased originations in middle market banking and sponsor-lending finance portfolios, partially offset by decreased originations in commercial real estate.

Deposits remained relatively flat at approximately $16.2 billion at June 30, 2025, and December 31, 2024, as the impact from growth in commercial deposit accounts was offset by seasonal net outflows in public sector deposits.

Assets under administration and assets under management, in aggregate, increased $104.5 million, or 3.5%, at June 30, 2025, as compared to December 31, 2024, primarily due to growth in investment accounts and volatility in the equity markets during the six months ended June 30, 2025.

Healthcare Financial Services

Operating Results:


	Three months ended June 30,				Six months ended June 30,
(In thousands)	2025		2024		2025		2024
Net interest income	$	97,625	$	91,664	$	193,986	$	177,802
Non-interest income	28,687		27,465		58,077		58,526
Non-interest expense	55,453		51,267		111,173		103,394
Pre-tax, pre-provision net revenue	$	70,859	$	67,862	$	140,890	$	132,934

Comparison to Prior Year Quarter

Healthcare Financial Services’ PPNR increased $3.0 million, or 4.4%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, due to increases in net interest income and non-interest income, partially offset by an increase in non-interest expense. The $6.0 million increase in net interest income is primarily due to higher deposit balances, partially offset by lower deposit spreads. The $1.2 million increase in non-interest income is primarily due to higher interchange fees and medical fees. The $4.2 million increase in non-interest expense is primarily due to higher compensation and benefits costs and a one-time lease termination benefit in the second quarter of 2024.

Comparison to Prior Year to Date

Healthcare Financial Services’ PPNR increased $8.0 million, or 6.0%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, due to an increase in net interest income, partially offset by a decrease in non-interest income and an increase in non-interest expense. The $16.2 million increase in net interest income is primarily due to higher deposit balances, partially offset by lower deposit spreads. The $0.4 million decrease in non-interest income is primarily due to lower deposit service fees and higher revenue share costs, partially offset by higher interchange fees and medical fees. The $7.8 million increase in non-interest expense is primarily due to higher compensation and benefits costs and technology costs, and a one-time lease termination benefit in the second quarter of 2024.

Selected Balance Sheet and Off-Balance Sheet Information:


(In thousands)	June 30, 2025		December 31, 2024
Deposits	$	10,181,138	$	9,966,773

Assets under administration, through linked investment accounts (off-balance sheet)	5,751,460		5,321,736

Deposits increased $214.4 million, or 2.2%, at June 30, 2025, as compared to December 31, 2024, primarily due to additional HSA Bank and Ametros account holders in the first half of 2025.

Assets under administration, through linked investment accounts, increased $429.7 million, or 8.1%, at June 30, 2025, as compared to December 31, 2024, primarily due to additional HSA Bank and Ametros account holders and an increase in investment account balances as a result of volatility in the equity markets during the six months ended June 30, 2025.

Consumer Banking

Operating Results:


	Three months ended June 30,				Six months ended June 30,
(In thousands)	2025		2024		2025		2024
Net interest income	$	212,672	$	202,679	$	414,736	$	408,456
Non-interest income	24,591		24,392		50,795		58,370
Non-interest expense	123,044		115,905		245,700		236,026
Pre-tax, pre-provision net revenue	$	114,219	$	111,166	$	219,831	$	230,800

Comparison to Prior Year Quarter

Consumer Banking’s PPNR increased $3.1 million, or 2.7%, for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024, due to increases in net interest income and non-interest income, partially offset by an increase in non-interest expense. The $10.0 million increase in net interest income is primarily due to higher average loan and deposit balances coupled with a higher interest rate spread on loans, partially offset by a lower interest rate spread on deposits. The $0.2 million increase in non-interest income is primarily due to higher deposit and loan servicing fees, partially offset by lower investment services income. The $7.1 million increase in non-interest expense is primarily due to increased investments in technology, employee-related expenses, and outside professional services, partially offset by lower operational support expenses and costs related to debit card processing.

Comparison to Prior Year to Date

Consumer Banking’s PPNR decreased $11.0 million, or 4.8%, for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, 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 $6.3 million increase in net interest income is primarily due to higher average loan and deposit balances coupled with a higher interest rate spread on loans, partially offset by a lower interest rate spread on deposits. The $7.6 million decrease in non-interest income is primarily due to the net gain on sale of mortgage servicing rights in the first quarter of 2024 and lower investment services income, partially offset by higher deposit and loan servicing fees. The $9.7 million increase in non-interest expense is primarily due to increased investments in technology and outside professional services, partially offset by lower operational support expenses and costs related to debit card processing.

Selected Balance Sheet and Off-Balance Sheet Information:


(In thousands)	June 30, 2025		December 31, 2024
Loans	$	12,471,744	$	11,886,095
Deposits	27,789,668		27,332,786
Assets under administration (off-balance sheet)	7,545,901		7,997,114

Loans increased $585.6 million, or 4.9%, at June 30, 2025, as compared to December 31, 2024, primarily due to growth in residential mortgages and other consumer loans, partially offset by net principal paydowns in home equity loans/lines of credit and small business commercial loans. Total portfolio originations for the six months ended June 30, 2025, and 2024, were $1.1 billion and $0.7 billion, respectively. The $0.4 billion increase was primarily due to increased residential mortgage originations, partially offset by decreased small business commercial loan originations.

Deposits increased $456.9 million, or 1.7%, at June 30, 2025, as compared to December 31, 2024, primarily due to growth in online savings deposit accounts.

Assets under administration decreased $451.2 million, or 5.6%, at June 30, 2025, as compared to December 31, 2024, primarily due to the sale of two investment portfolios and volatility in the equity markets during the six months ended June 30, 2025.

Financial Condition

Total assets increased $2.9 billion, or 3.7%, from $79.0 billion at December 31, 2024, to $81.9 billion at June 30, 2025. The change in total assets was primarily attributed to the following items, which experienced changes greater than $100 million:

•Cash and cash equivalents increased $0.9 billion, primarily due to an increase in interest-bearing deposits held at the FRB as a result of management’s strategic decision to hold higher levels of on-balance sheet liquidity;

•Total investment securities, net increased $0.3 billion, reflecting a $0.6 billion increase in the available-for-sale portfolio, partially offset by a $0.3 billion decrease 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;

•Loans held for sale increased $250.8 million, primarily due to the transfer of $242.2 million of commercial non-mortgage loans from portfolio to held for sale in June 2025 in connection with activities related to the joint venture with Marathon Asset Management. Additional information regarding joint venture activities can be found within Note 2: Business Developments in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements;

•Loans and leases increased $1.2 billion, primarily due to $6.5 billion of originations during the six months ended June 30, 2025, particularly across the commercial non-mortgage, commercial real estate, and residential mortgages categories, partially offset by net principal paydowns and the transfer of loans from portfolio to held for sale, particularly as it relates to joint venture activities in the second quarter of 2025, as mentioned in the above paragraph;

•Accrued interest receivable and other assets increased $229.7 million. Notable drivers of the change included increases in treasury derivative assets, LIHTC investments, other alternative investments, and other assets.

Total liabilities increased $2.7 billion, or 3.8%, from $69.9 billion at December 31, 2024, to $72.6 billion at June 30, 2025. The change in total liabilities was primarily attributed to the following items:

•Total deposits increased $1.5 billion, primarily reflecting a $1.5 billion increase in interest-bearing deposits and an immaterial increase in non-interest-bearing deposits. The net increase in total deposits was primarily due to an increase in money markets, particularly from interSYNC, which contributed to $1.4 billion of the change. The Company also experienced increases across all other deposit categories except for brokered certificates of deposit, which decreased primarily due to a change in short-term funding mix;

•FHLB advances increased $1.2 billion, also primarily due to a change in short-term funding mix;

•Accrued expenses and other liabilities decreased $0.1 billion. Notable drivers of the change included decreases in treasury derivative liabilities, accrued compensation due to bonus payouts in March 2025, unfunded commitments for LIHTC investments, and accrued interest payable, partially offset by increases in operating lease liabilities and other liabilities.

Total stockholders’ equity increased $0.2 billion, or 2.2%, from $9.1 billion at December 31, 2024, to $9.3 billion at June 30, 2025. The change in total stockholders’ equity was attributed to the following items:

•Net income of $485.8 million;

•Other comprehensive income, net of tax, of $118.1 million;

•Dividends paid to common and preferred stockholders of $136.2 million and $8.3 million, respectively;

•Stock-based compensation expense of $29.1 million;

•Repurchases of common stock of $261.9 million under the Company’s common stock repurchase program and $22.2 million related to employee stock-based compensation plan activity.

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 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 both June 30, 2025, and December 31, 2024, the Holding Company may also directly hold investments.

The following table summarizes the carrying amount and percentage composition of the Company’s investment securities:


	June 30, 2025				December 31, 2024
(In thousands)	Amount		%		Amount		%
Available-for-sale:

Government agency debentures	$	192,436	2.0	%	$	186,426	2.1	%
Municipal bonds and notes	103,808		1.1		110,876		1.2
Agency CMO	27,113		0.3		29,043		0.3
Agency MBS	4,831,605		50.2		4,519,785		50.2
Agency CMBS	3,224,198		33.5		3,034,392		33.8
CMBS	790,132		8.2		625,388		6.9

Corporate debt	403,373		4.2		452,266		5.0
Private label MBS	38,364		0.4		39,219		0.4
Other	9,325		0.1		9,205		0.1
Total available-for-sale	$	9,620,354	100.0	%	$	9,006,600	100.0	%

Held-to-maturity:
Agency CMO	$	18,246	0.2	%	$	19,847	0.2	%
Agency MBS	2,954,301		36.1		3,109,411		36.8
Agency CMBS	4,315,250		52.7		4,357,505		51.6
Municipal bonds and notes (1)	839,766		10.2		891,909		10.6
CMBS	65,259		0.8		65,690		0.8
Total held-to-maturity	$	8,192,822	100.0	%	$	8,444,362	100.0	%
Total investment securities	$	17,813,176			$	17,450,962

(1)The balances at June 30, 2025, and December 31, 2024, exclude the ACL recorded on held-to-maturity securities of $0.1 million and $0.2 million, respectively.

Available-for-sale securities increased $0.6 billion, or 6.8%, from $9.0 billion at December 31, 2024, to $9.6 billion at
June 30, 2025, 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 4.72% and 4.70% for the three and six months ended June 30, 2025, respectively, as compared to 3.99% and 3.91%, for the three and six months ended June 30, 2024, respectively. The 73 and 79 basis point increases, respectively, are primarily due to higher yields on securities that were purchased over the past year, as compared to the yields on securities with paydown activities or that were sold.

At June 30, 2025, and December 31, 2024, gross unrealized losses on available-for-sale securities were $610.8 million and $725.9 million, respectively. The $115.1 million decrease is primarily due to lower market interest rates. 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. At June 30, 2025, and December 31, 2024, the ACL on available-for-sale securities was $0.9 million, which related to a single Corporate debt security. Each of the Company’s other available-for-sale securities in an unrealized loss position at June 30, 2025, are investment grade, current as to principal and interest, and their price changes 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 3.0%, from $8.4 billion at December 31, 2024, to $8.2 billion at
June 30, 2025, 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 six months ended June 30, 2025. The average FTE yield on the held-to-maturity portfolio was 3.99% and 3.98% for the three and six months ended June 30, 2025, respectively, as compared to 3.73% and 3.56% for the three and six months ended June 30, 2024, respectively. The 26 and 42 basis point increases, respectively, are primarily due to higher yields on securities that were purchased over the past year, as compared to the yields on securities with paydown activities.

At June 30, 2025, and December 31, 2024, gross unrealized losses on held-to-maturity securities were $913.4 million and $992.7 million, respectively. The $79.3 million decrease is primarily due to lower market interest rates. Held-to-maturity securities are evaluated for credit losses on a quarterly basis under the CECL methodology. At June 30, 2025, and December 31, 2024, the ACL on held-to-maturity securities was $0.1 million and $0.2 million, respectively.

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:


	June 30, 2025
	1 Year or Less				1 - 5 Years				5 - 10 Years				After 10 Years				Total
(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	$	—	—	%	$	—	—	%	$	99,562	2.51	%	$	123,246	3.76	%	$	222,808	3.20	%
Municipal bonds and notes	550		4.03		786		4.38		43,569		2.00		72,657		2.28		117,562		2.20
Agency CMO	17		2.98		—		—		2,034		3.32		27,388		2.83		29,439		2.87
Agency MBS	317		1.16		2,427		1.32		3,903		3.62		4,974,199		4.66		4,980,846		4.65
Agency CMBS	—		—		109,144		4.66		334,312		4.56		3,115,518		4.80		3,558,974		4.78
CMBS	—		—		16,988		5.80		—		—		774,942		5.97		791,930		5.97

Corporate debt	—		—		199,979		5.17		214,695		3.39		20,809		2.94		435,483		4.18
Private label MBS	—		—		—		—		—		—		42,571		4.01		42,571		4.01
Other	—		—		5,000		3.80		4,868		2.69		—		—		9,868		3.25
Total available-for-sale	$	884	2.98	%	$	334,324	4.98	%	$	702,943	3.73	%	$	9,151,330	4.78	%	$	10,189,481	4.71	%
Held-to-maturity:
Agency CMO	$	—	—	%	$	—	—	%	$	—	—	%	$	18,246	2.86	%	$	18,246	2.86	%
Agency MBS	—		—		67		2.20		55,318		2.48		2,898,916		3.46		2,954,301		3.44
Agency CMBS	—		—		103,281		2.68		—		—		4,211,969		4.26		4,315,250		4.22
Municipal bonds and notes	2,902		2.81		56,846		2.80		230,803		2.93		549,215		3.30		839,766		2.81
CMBS	—		—		—		—		—		—		65,259		2.39		65,259		2.39
Total held-to-maturity	$	2,902	2.81	%	$	160,194	2.72	%	$	286,121	2.84	%	$	7,743,605	3.87	%	$	8,192,822	3.81	%
Total investment securities (2)	$	3,786	2.85	%	$	494,518	4.25	%	$	989,064	3.47	%	$	16,894,935	4.36	%	$	18,382,303	4.31	%

(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.

Loans and Leases

The following table summarizes the amortized cost and percentage composition of the Company’s loans and leases:


	June 30, 2025				December 31, 2024
(Dollars in thousands)	Amount		%		Amount		%
Commercial non-mortgage	$	18,724,821	34.9	%	$	18,037,942	34.4	%
Asset-based	1,350,006		2.5		1,404,007		2.7
Commercial real estate	14,539,706		27.1		14,492,436		27.6
Multi-family	6,819,069		12.7		6,898,600		13.1
Equipment financing	1,218,276		2.3		1,235,016		2.3

Residential	9,332,413		17.4		8,853,669		16.9
Home equity	1,385,746		2.6		1,427,692		2.7
Other consumer	301,922		0.5		155,806		0.3
Total loans and leases (1)	$	53,671,959	100.0	%	$	52,505,168	100.0	%

(1)The amortized cost balances at June 30, 2025, and December 31, 2024, exclude the ACL recorded on loans and leases of $722.0 million and $689.6 million, respectively.

The following table summarizes loans and leases by contractual maturity, along with the indication of whether interest rates are fixed or variable:


	June 30, 2025
(In thousands)	1 Year or Less		1 - 5 Years		5 - 15 Years		After 15 Years		Total
Fixed rate:
Commercial non-mortgage	$	237,022	$	1,025,386	$	2,707,385	$	1,393,730	$	5,363,523
Asset-based	115,597		386,223		—		—		501,820
Commercial real estate	982,685		1,986,099		644,102		121,233		3,734,119
Multi-family	530,664		3,482,375		670,478		86,296		4,769,813
Equipment financing	97,225		810,999		310,052		—		1,218,276

Residential	2,101		32,562		371,244		5,766,694		6,172,601
Home equity	2,997		20,541		153,965		219,446		396,949
Other consumer	11,388		222,702		38,467		32		272,589
Total fixed rate loans and leases	$	1,979,679	$	7,966,887	$	4,895,693	$	7,587,431	$	22,429,690
Variable rate:
Commercial non-mortgage	$	3,475,338	$	7,914,313	$	1,902,164	$	69,483	$	13,361,298
Asset-based	451,460		396,726		—		—		848,186
Commercial real estate	2,405,872		5,531,089		2,302,352		566,274		10,805,587
Multi-family	413,392		992,784		630,067		13,013		2,049,256


Residential	500		7,310		234,108		2,917,894		3,159,812
Home equity	1,931		3,409		92,434		891,023		988,797
Other consumer	5,157		22,503		1,673		—		29,333
Total variable rate loans and leases (1)	$	6,753,650	$	14,868,134	$	5,162,798	$	4,457,687	$	31,242,269
Total loans and leases (2)	$	8,733,329	$	22,835,021	$	10,058,491	$	12,045,118	$	53,671,959

(1)The Company has a back-to-back swap program, whereby it enters into an interest rate swap with qualified customers and simultaneously enters into an equal and opposite interest-rate swap with a swap counterparty, to hedge interest rate risk. At
June 30, 2025, there were 879 customer interest rate swap arrangements with a total notional amount of $7.4 billion to convert floating-rate loan payments to fixed-rate loan payments, and 46 customer interest rate cap arrangements with a total notional amount of $1.5 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 $268.8 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. At June 30, 2025, and December 31, 2024, commercial non-mortgage, commercial real estate, and multi-family loans comprised 74.7% and 75.1%, respectively, of the Company’s loan and lease portfolio, with a large portion of the borrowers or properties associated with these loans geographically concentrated in New York City and the proximate areas.

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:	June 30, 2025		December 31, 2024
Finance	27.4	%	25.7	%
Services	16.4		16.1
Public Administration	16.2		15.8
Communications	7.6		7.7
Manufacturing	6.5		6.4
Real Estate	5.5		5.0
Retail & Wholesale	4.3		4.6
Healthcare	4.0		4.6
Transportation & Public Utilities	3.3		3.0
Construction	2.3		2.3
Other	6.5		8.8
Total Commercial non-mortgage	100.0	%	100.0	%

As illustrated above, concentrations are generally 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 both geography and property type, and whether the properties are owner occupied or non-owner occupied:


	June 30, 2025						December 31, 2024
Geography:	Owner Occupied		Non-Owner Occupied		Total		Owner Occupied		Non-Owner Occupied		Total
New York City	2.9	%	31.6	%	34.5	%	2.9	%	32.6	%	35.5	%
Other New York Counties	2.9		11.1		14.0		2.6		11.7		14.3
Connecticut	2.4		6.4		8.8		2.4		6.3		8.7
New Jersey	1.0		6.6		7.6		1.6		6.9		8.5
Massachusetts	1.4		5.2		6.6		1.4		4.9		6.3
Southeast	0.9		11.0		11.9		1.0		10.2		11.2
Other	1.2		15.4		16.6		1.4		14.1		15.5
Total Commercial real estate & Multi-family	12.7	%	87.3	%	100.0	%	13.3	%	86.7	%	100.0	%

	June 30, 2025						December 31, 2024
Property Type:	Owner Occupied		Non-Owner Occupied		Total		Owner Occupied		Non-Owner Occupied		Total
Multi-family	0.4	%	35.4	%	35.8	%	0.4	%	34.3	%	34.7	%
Industrial & Warehouse	3.0		15.6		18.6		3.1		14.6		17.7
Retail	0.5		8.8		9.3		0.5		8.1		8.6
Construction	0.1		5.8		5.9		0.1		7.7		7.8
Healthcare & Senior Living	3.6		1.5		5.1		4.3		1.9		6.2
Medical Office	0.2		4.5		4.7		0.1		4.2		4.3
Traditional Office	—		3.7		3.7		—		3.8		3.8
Hotel	—		2.1		2.1		—		2.1		2.1
Other	4.9		9.9		14.8		4.8		10.0		14.8
Total Commercial real estate & Multi-family	12.7	%	87.3	%	100.0	%	13.3	%	86.7	%	100.0	%

The weighted-average LTV ratio for non-owner occupied commercial real estate and multi-family loans at June 30, 2025, and December 31, 2024, was 56% and 57%, respectively. 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 foundational 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 United States related to the traditional office sector continues to be an area of uncertainty. At June 30, 2025, the outstanding principal balance of traditional office commercial real estate loans was approximately $0.8 billion, which had reserves of $43.8 million established against it. 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.

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 inspects 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 obtained sooner if a loan becomes adversely classified, 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 $32.4 million, or 4.7%, from $689.6 million at December 31, 2024, to $722.0 million at June 30, 2025, primarily due to additional reserves resulting from uncertainty in the current macroeconomic environment and organic loan growth, partially offset by net charge-offs and improvements in risk rating migration.

The following table summarizes the percentage allocation of the ACL across the loans and leases categories:


	June 30, 2025				December 31, 2024
(Dollars in thousands)	Amount		% (1)		Amount		% (1)
Commercial non-mortgage	$	299,745	41.5	%	$	270,613	39.2	%
Asset-based	23,840		3.3		30,049		4.4
Commercial real estate	250,810		34.7		245,124		35.5
Multi-family	66,195		9.2		70,998		10.3
Equipment financing	17,953		2.5		19,087		2.8

Residential	31,920		4.4		27,354		4.0
Home equity	20,202		2.8		19,625		2.8
Other consumer	11,381		1.6		6,716		1.0
Total ACL on loans and leases	$	722,046	100.0	%	$	689,566	100.0	%

(1)The ACL allocated to a single loan and lease category does not preclude its availability to absorb losses in other categories.

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, or EAD framework. Under these frameworks, expected credit losses are calculated as the product of the probability of a loan defaulting, expected loss 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’s models incorporate a single economic forecast scenario and macroeconomic assumptions 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 loss rates on a straight-line basis in the third year of the forecast.

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.

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.

During the first quarter of 2025, the Company incorporated a new economic uncertainty qualitative factor in its models to reflect the estimated impact from proposed tariffs, a heightened risk of recession/inflation, and the general economic uncertainty that has developed, which resulted in an increase to the collective ACL of $17.3 million from December 31, 2024, to June 30, 2025. The qualitative portion of the collective ACL accounted for approximately 37% and 39% of the total ACL on loans and leases at June 30, 2025, and December 31, 2024, respectively. Excluding the impact from the new economic uncertainty qualitative factor in the first quarter of 2025, the balance of qualitative reserves primarily relates to credit quality trends and credit concentration factors, which decreased in the second quarter of 2025 given improvements in commercial risk rating migration.

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.

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, 2024.

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)	June 30, 2025			December 31, 2024
Non-performing loans and leases (1) (2)	$	534,522		$	461,326
Total loans and leases	53,671,959			52,505,168
Non-performing loans and leases as a percentage of total loans and leases	1.00		%	0.88		%

Non-performing loans and leases (1) (2)	$	534,522		$	461,326
Add: OREO and repossessed assets	2,528			425
Total non-performing assets (1)	$	537,050		$	461,751
Total loans and leases plus OREO and repossessed assets	$	53,674,487		$	52,505,593
Non-performing assets as a percentage of total loans and leases plus OREO and repossessed assets	1.00		%	0.88		%

Non-performing assets (1)	$	537,050		$	461,751
Total assets	81,914,270			79,025,073
Non-performing assets as a percentage of total assets	0.66		%	0.58		%

ACL on loans and leases	$	722,046		$	689,566
Non-performing loans and leases (1) (2)	534,522			461,326
ACL on loans and leases as a percentage of non-performing loans and leases	135.08		%	149.47		%

ACL on loans and leases	$	722,046		$	689,566
Total loans and leases	53,671,959			52,505,168
ACL on loans and leases as a percentage of total loans and leases	1.35		%	1.31		%

ACL on loans and leases	$	722,046		$	689,566
Net charge-offs (annualized)	182,716			166,914
Ratio of ACL on loans and leases to net charge-offs (annualized)	3.95x			4.13x

(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, 2024, to June 30, 2025, is primarily due to an increase in non-performing commercial real estate and asset-based loans, partially offset by a decrease in non-performing commercial non-mortgage loans.

The following table summarizes net charge-offs (recoveries) as a percentage of average loans and leases for each category:


	Three months ended June 30,
	2025						2024
(Dollars in thousands)	Net Charge-offs (Recoveries)		Average Balance		% (1)		Net Charge-offs (Recoveries)		Average Balance		% (1)
Commercial non-mortgage	$	12,632	$	18,489,292	0.27	%	$	12,317	$	16,730,025	0.29	%
Asset-based	5,819		1,360,288		1.71		5,048		1,473,175		1.37
Commercial real estate	16,493		14,438,078		0.46		9,428		14,101,877		0.27
Multi-family	72		6,864,083		—		6,217		8,084,689		0.31
Equipment financing	1,526		1,214,142		0.50		(14)		1,265,629		—

Residential	(807)		9,228,988		(0.03)		(270)		8,252,397		(0.01)
Home equity	(503)		1,391,259		(0.14)		(643)		1,473,624		(0.17)
Other consumer	1,169		291,767		1.60		1,045		53,383		7.83
Total	$	36,401	$	53,277,897	0.27	%	$	33,128	$	51,434,799	0.26	%

	Six months ended June 30,
	2025						2024
(Dollars in thousands)	Net Charge-offs (Recoveries)		Average Balance		% (1)		Net Charge-offs (Recoveries)		Average Balance		% (1)
Commercial non-mortgage	$	40,015	$	18,223,296	0.44	%	$	43,650	$	16,835,786	0.52	%
Asset-based	15,587		1,384,597		2.25		5,048		1,498,395		0.67
Commercial real estate	33,724		14,438,104		0.47		11,540		13,910,579		0.17
Multi-family	247		6,881,952		0.01		7,345		7,884,586		0.19
Equipment financing	1,593		1,213,700		0.26		3,321		1,279,743		0.52

Residential	(840)		9,107,684		(0.02)		(342)		8,238,774		(0.01)
Home equity	(788)		1,400,813		(0.11)		(1,849)		1,486,576		(0.25)
Other consumer	1,820		274,966		1.32		1,904		52,169		7.30
Total	$	91,358	$	52,925,112	0.35	%	$	70,617	$	51,186,608	0.28	%

(1)Percentage represents annualized net charge-offs (recoveries) to average loans and leases within the comparable category.

Comparison to Prior Year Quarter

Net charge-offs increased $3.3 million, or 9.9%, to $36.4 million for the three months ended June 30, 2025, as compared to $33.1 million for the three months ended June 30, 2024, primarily due to increased net-charge offs in the commercial real estate and equipment financing categories, partially offset by decreased net charge-offs in the multi-family category.

Comparison to Prior Year to Date

Net charge-offs increased $20.8 million, or 29.4%, to $91.4 million for the six months ended June 30, 2025, as compared to $70.6 million for the six months ended June 30, 2024, primarily due to increased net charge-offs in the commercial real estate and asset-based categories, partially offset by decreased net charge-offs in the multi-family and commercial non-mortgage categories.

Liquidity and Capital Resources

The Company manages its cash flow requirements through proactive liquidity measures at both the Holding 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. At June 30, 2025, management is not aware of any events that are reasonably likely to have a material adverse effect on the Company’s liquidity position, capital resources, or operating activities.

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, health savings, interest-bearing checking, 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.

Holding Company Liquidity. The primary source of liquidity at the Holding 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 Holding 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 Holding 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, 2024. During the three and six months ended June 30, 2025, the Bank paid $200.0 million and $300.0 million in dividends to the Holding Company, respectively. At June 30, 2025, there was $707.1 million of retained earnings available for the payment of dividends by the Bank to the Holding Company. On July 30, 2025, the Bank was approved to pay the Holding Company $200.0 million in dividends for the third quarter of 2025.

The quarterly cash dividend to common stockholders remained at $0.40 per common share for the three months ended
June 30, 2025. On July 30, 2025, it was announced that the Holding Company’s Board of Directors had declared a quarterly cash dividend of $0.40 per share on Webster common stock. For the Series F Preferred Stock and Series G Preferred Stock, quarterly cash dividends of $328.125 per share and $16.25 per share, respectively, were declared. The Company continues to monitor economic forecasts, anticipated earnings, and its capital position in the determination of its dividend payments.

The Holding Company maintains a common stock repurchase program, which was approved by the Board of Directors, that permits management to repurchase shares of its 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 management’s authority to repurchase shares of Webster common stock under the repurchase program by $700.0 million. During the three and six months ended June 30, 2025, the Holding Company repurchased 1,520,514 and 5,089,968 shares, respectively, under the program at a weighted-average price of $51.70 and $51.00 per share, respectively, totaling $78.6 million and $259.6 million, respectively. At June 30, 2025, the Holding Company’s remaining repurchase authority was $668.4 million.

In addition, the Holding Company will periodically acquire common shares outside of the repurchase program related to employee stock compensation plan activity. During the three and six months ended June 30, 2025, the Holding Company repurchased 8,101 and 392,774 shares, respectively, at a weighted-average price of $50.41 and $56.50 per share, respectively, totaling $0.4 million and $22.2 million, respectively, for this purpose.

Webster 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 80.9% and 81.1% at June 30, 2025, and December 31, 2024, respectively.

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 June 30, 2025, 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.

Capital Requirements. The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory 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 (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.

The following table presents the minimum ratios required as of June 30, 2025, and December 31, 2024:


	Adequately Capitalized		Well Capitalized
CET1 Risk-Based Capital	4.5	%	6.5	%
Tier 1 Risk-Based Capital	6.0		8.0
Total Risk-Based Capital	8.0		10.0
Tier 1 Leverage Capital	4.0		5.0

At June 30, 2025, and December 31, 2024, both the Company and the Bank were classified as “well-capitalized.” 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 minimum regulatory requirements, were as follows:


	June 30, 2025				December 31, 2024 (1)
(Dollars in thousands)	Capital/Assets		Ratio		Capital/Assets		Ratio
Webster Financial Corporation
CET1 Risk-Based Capital	$	6,406,260	11.35	%	$	6,318,876	11.54	%
Tier 1 Risk-Based Capital	6,690,239		11.86		6,602,855		12.06	%
Total Risk-Based Capital	7,927,728		14.05		7,800,717		14.24	%
Tier 1 Leverage Capital	6,690,239		8.57		6,602,855		8.70	%
Risk-weighted assets	56,428,231				54,767,609
Webster Bank
CET1 Risk-Based Capital	$	7,076,737	12.55	%	$	6,847,474	12.53	%
Tier 1 Risk-Based Capital	7,076,737		12.55		6,847,474		12.53	%
Total Risk-Based Capital	7,782,131		13.80		7,512,143		13.74	%
Tier 1 Leverage Capital	7,076,737		9.08		6,847,474		9.04	%
Risk-weighted assets	56,406,750				54,667,360

(1)In accordance with regulatory capital rules, the Company elected to delay the estimated impact of the adoption of CECL on its regulatory capital over a two-year deferral period, which ended on January 1, 2022, and a subsequent three-year transition period, which ended on December 31, 2024. During the three-year transition period, regulatory capital ratios phased out the aggregate amount of the regulatory capital benefit provided from the delayed CECL adoption in the initial two years. For 2024, the Company was allowed 25% of the regulatory capital benefit as of December 31, 2021. Full absorption occurred in 2025.

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.

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 and FRB.

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 $66.3 billion and $64.8 billion at June 30, 2025, and December 31, 2024, respectively. The
$1.5 billion net increase in total deposits was primarily due to an increase in money markets, particularly from interSYNC, which contributed to $1.4 billion of the change. The Company also experienced increases across all other deposit categories except for brokered certificates of deposit, which decreased primarily due to a change in short-term funding mix.

The following table summarizes daily average balances of deposits by type and the weighted-average rates paid thereon:


	Three months ended June 30,
	2025				2024
(Dollars in thousands)	Average Balance		Average Rate		Average Balance		Average Rate
Non-interest-bearing:
Demand	$	10,109,928	—	%	$	10,156,691	—	%
Interest-bearing:
Checking	9,772,340		1.74		9,424,687		1.90
Health savings accounts	9,137,704		0.16		8,528,476		0.15
Money market	21,645,531		3.54		18,658,148		4.16
Savings	7,462,151		1.70		6,929,874		1.53
Certificates of deposit	6,061,399		3.43		5,908,811		4.48
Brokered certificates of deposit	1,774,379		4.38		2,108,412		5.39
Total interest-bearing	55,853,504		2.44		51,558,408		2.82
Total average deposits	$	65,963,432	2.07	%	$	61,715,099	2.35	%

	Six months ended June 30,
	2025				2024
(Dollars in thousands)	Average Balance		Average Rate		Average Balance		Average Rate
Non-interest-bearing:
Demand	$	10,196,846	—	%	$	10,369,552	—	%
Interest-bearing:
Checking	9,741,252		1.72		9,339,970		1.85
Health savings accounts	9,222,141		0.16		8,567,058		0.15
Money market	21,381,682		3.53		18,380,405		4.16
Savings	7,284,366		1.65		6,813,823		1.42
Certificates of deposit	6,054,336		3.56		5,844,081		4.41
Brokered certificates of deposit	1,589,392		4.45		1,825,343		5.39
Total interest-bearing	55,273,169		2.43		50,770,680		2.76
Total average deposits	$	65,470,015	2.05	%	$	61,140,232	2.29	%

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 regimes. 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. At June 30, 2025, and December 31, 2024, total uninsured deposits as per regulatory reporting requirements and reported on Schedule RC-O of the Bank’s Call Report were $21.9 billion and $22.6 billion, respectively.

The following table summarizes uninsured deposits information at June 30, 2025, after certain exclusions:



(In thousands)	June 30, 2025
Uninsured deposits, per regulatory reporting requirements	$	21,863,549
Less: Affiliate deposits	(3,449,054)
Collateralized deposits	(4,428,242)
Uninsured deposits, after exclusions	$	13,986,253

Immediately available liquidity (1)	$	26,155,156
Uninsured deposits coverage	187.0%

(1)Reflects $7.6 billion and $16.1 billion of additional borrowing capacity from the FHLB and the FRB, respectively, and $2.5 billion of interest-bearing deposits held at FRB.

Uninsured deposits, after adjusting for affiliate deposits and collateralized deposits, represented 21.1% of total deposits at June 30, 2025. Management believes that this presentation provides a more accurate view of deposits at risk given that affiliate deposits are not customer-facing, and therefore 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 June 30, 2025.

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)	June 30, 2025
Portion of U.S. time deposits in excess of insurance limit	$	574,072
Time deposits otherwise uninsured with a maturity of:
3 months or less	$	117,539
Over 3 months through 6 months	277,439
Over 6 months through 12 months	178,100
Over 12 months	994

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 $4.6 billion and $3.4 billion at June 30, 2025, and December 31, 2024, respectively, and represented 5.6% and 4.3% of total assets, respectively. The $1.2 billion net increase is primarily due to increases of $1.2 billion in FHLB advances and $28.6 million 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 $372.8 million and $344.2 million at June 30, 2025, and December 31, 2024, respectively. The $28.6 million increase is 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 June 30, 2025 and December 31, 2024.

FHLB advances are not only utilized as a source of funding, but also for interest rate risk management purposes. FHLB advances totaled $3.3 billion and $2.1 billion at June 30, 2025, and December 31, 2024, respectively. The $1.2 billion increase is primarily due to a change in short-term funding mix.

Long-term debt consists of senior notes maturing in 2029, subordinated notes maturing in 2029 and 2030, and junior subordinated notes maturing in 2033. Long-term debt remained flat at $0.9 billion at June 30, 2025 and December 31, 2024, respectively.

The Bank had additional borrowing capacity from the FHLB of $7.6 billion and $8.7 billion at June 30, 2025, and December 31, 2024, respectively. The Bank also had additional borrowing capacity from the FRB of $16.1 billion and $13.3 billion at June 30, 2025, and December 31, 2024, respectively. Unencumbered investment securities of $1.5 billion at June 30, 2025 could have been used for collateral on borrowings or to increase borrowing capacity by either $1.0 billion with the FHLB or $1.1 billion with the FRB.

The following table summarizes daily average balances of borrowings by type and the weighted-average rates paid thereon:


	Three months ended June 30,
	2025				2024
(Dollars in thousands)	Average Balance		Average Rate		Average Balance		Average Rate
Securities sold under agreements to repurchase	$	111,005	0.78	%	$	120,082	0.12	%
Federal funds purchased	—		—		78,242		5.45
FHLB advances	2,650,111		4.45		2,429,653		5.49
Long-term debt (1)	885,773		4.35		887,528		3.55

Total average borrowings	$	3,646,889	4.31	%	$	3,515,505	4.82	%

	Six months ended June 30,
	2025				2024
(Dollars in thousands)	Average Balance		Average Rate		Average Balance		Average Rate
Securities sold under agreements to repurchase	$	177,413	2.12	%	$	125,367	0.33	%
Federal funds purchased	—		—		109,203		5.46
FHLB advances	2,382,692		4.46		2,559,642		5.49
Long-term debt (1)	886,003		4.35		920,520		3.60

Total average borrowings	$	3,446,108	4.31	%	$	3,714,732	4.85	%

(1)The average balance of long-term debt for the three and six months ended June 30, 2024, has been recast in connection with a change in presentation effective as of December 31, 2024. Additional information regarding this change in presentation can be found under the section captioned “Net Interest Income Analysis” contained elsewhere in this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 the 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 FHLB. The Bank held FHLB capital stock of $139.9 million and $91.7 million at June 30, 2025, and December 31, 2024, respectively. The most recent FHLB quarterly cash dividend was paid on August 4, 2025, in an amount equal to an annual yield of 7.38%.

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 System. 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 FRB. The Bank held FRB capital stock of $230.4 million and $229.6 million at June 30, 2025, and December 31, 2024, respectively. The most recent FRB semi-annual cash dividend was paid on June 30, 2025, in an amount equal to an annual yield of 4.42%.

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 June 30, 2025. 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)	2025		2026		2027		2028		2029		Thereafter		Total
Senior notes	$	—	$	—	$	—	$	—	$	300,000	$	—	$	300,000
Subordinated notes	—		—		—		—		274,000		225,000		499,000
Junior subordinated debt	—		—		—		—		—		77,320		77,320
FHLB advances	3,330,000		—		210		208		629		8,867		3,339,914
Securities sold under agreements to repurchase	372,806		—		—		—		—		—		372,806

Time deposits	5,946,812		1,876,195		38,286		20,127		17,969		20,496		7,919,885
Operating lease liabilities	16,414		38,768		34,695		32,534		28,426		87,446		238,283

Royalty liabilities	500		1,000		1,000		1,000		1,000		4,820		9,320

Total contractual obligations	$	9,666,532	$	1,915,963	$	74,191	$	53,869	$	622,024	$	423,949	$	12,756,528

(1)Interest payments on borrowings and obligations arising from agreements to purchase goods or receive services have been excluded.

In addition, 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 $12.9 billion at June 30, 2025 does not necessarily reflect future cash payments.

The Company also 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 $815.7 million at June 30, 2025. 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.

In connection with the formation of the joint venture with Marathon Asset Management, the Company and Marathon Asset Management have 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). The Company is expected to make its contribution to the Fund approximately over the next 18 months.

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 does not currently anticipate that it will be required to contribute to the defined benefit pension plan in 2025. The Company’s non-qualified supplemental executive retirement plans and other post-employment benefit plans are unfunded.

At June 30, 2025, the Company’s Condensed Consolidated Balance Sheet reflects a liability for uncertain tax positions of $12.0 million and $6.5 million of accrued interest and penalties, respectively. The ultimate timing and amount of any related future cash settlements cannot be predicted with reasonable certainty.

On November 29, 2023, the FDIC published a final rule implementing a special assessment for certain banks to recover losses incurred by protecting uninsured depositors of Silicon Valley Bank and Signature Bank upon their failure in March 2023. At June 30, 2025, the Company’s remaining accrual for its estimated special assessment charge was $28.0 million, which is anticipated to be collected over the remainder of five quarterly assessment periods. The FDIC retains the right to cease collection early, extend the special assessment collection period, and impose shortfall special assessments if actual losses exceed the amounts collected. The Company continues 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 connection with the completion of a multi-family securitization during the third quarter of 2024, the Company assumed an obligation to reimburse, 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 June 30, 2025. The Company has not yet been required to make any guarantee payments to Freddie Mac. However, in the event that value of the assets in the multi-family securitization trusts significantly declined, the Company’s maximum exposure to loss could be $36.4 million.

Additional information regarding credit-related financial instruments and the FDIC special assessment, and alternative investments and the joint venture with Marathon Asset Management, can be found within Note 17: Commitments and Contingencies and Note 11: Variable Interest Entities, respectively, in the Notes to the Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements of this report. Additional information regarding defined benefit pension and other postretirement benefit plans, income taxes, and the multifamily securitization can be found within Note 19: Retirement Benefit Plans, Note 9: Income Taxes, and Note 5: Transfers and Servicing of Financial Assets, respectively, in 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, 2024.

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 change 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 asset/liability management process overall, 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, 2024. There were no changes to management’s asset/liability management process during the six months ended June 30, 2025, 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 June 30, 2025, and December 31, 2024, as compared to actual net interest income and assuming no changes in interest rates:


	-300bp	-200bp	-100bp	+100bp	+200bp	+300bp
June 30, 2025	(0.8)%	(0.2)%	0.2%	0.1%	(0.1)%	(0.3)%
December 31, 2024	(1.6)%	(0.6)%	—%	0.4%	0.6%	0.8%

Asset sensitivity in terms of net interest income decreased from December 31, 2024, to June 30, 2025, primarily due to changes in the overall balance sheet composition, which included a $1.4 billion increase in interSYNC floating-rate money market deposits and a $1.2 billion increase in floating-rate loans and leases.

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 June 30, 2025, and December 31, 2024:


	Short End of the Yield Curve				Long End of the Yield Curve
	-100bp	-50bp	+50bp	+100bp	-100bp	-50bp	+50bp	+100bp
June 30, 2025	2.0%	1.0%	(0.6)%	(1.4)%	(2.2)%	(1.0)%	1.0%	1.9%
December 31, 2024	2.1%	1.0%	(0.7)%	(1.6)%	(2.2)%	(1.0)%	1.0%	1.9%

Sensitivity to the both the short end and long end of the yield curve for net interest income remained stable from December 31, 2024, to June 30, 2025.

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 basis points at June 30, 2025, and December 31, 2024:


(Dollars in thousands)		Estimated Economic Value		Estimated Economic Value Change

	-100bp									+100bp
June 30, 2025
Assets		$	77,211,510	$	2,184,912		$	(2,297,835)
Liabilities		64,802,909		2,023,093			(1,827,303)
Net		$	12,408,601	$	161,819		$	(470,532)
Net change as % base net economic value				1.3		%	(3.8)		%

December 31, 2024
Assets		$	73,921,262	$	2,180,555		$	(2,223,719)
Liabilities		60,952,551		2,089,770			(1,813,843)
Net		$	12,968,711	$	90,785		$	(409,876)
Net change as % base net economic value				0.7		%	(3.2)		%

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. At June 30, 2025, and December 31, 2024, the Company’s duration gap was zero.

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 June 30, 2025, 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, 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 the ACL on loans and leases and business combinations accounting policies. These accounting policies and their underlying estimates are discussed directly with the Audit Committee of the Board of Directors.

Allowance for Credit Losses on Loans and Leases

The ACL on loans and leases is a reserve established through a provision for credit losses charged to expense, which represents management’s best estimate of expected lifetime credit losses within the Company’s loan and lease portfolios at the balance sheet date. The calculation of expected credit losses is determined using predictive methods and models that follow a PD, LGD, EAD, or loss rate framework and include consideration of past events, current conditions, macroeconomic variables (i.e., unemployment, gross domestic product, property values, and interest rate spreads), and reasonable and supportable economic forecasts that affect the collectability of the reported amounts. Changes to the ACL on loans and leases and, therefore, to the related provision for credit losses, can materially affect financial results.

The determination of the appropriate level of 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. Changes in economic conditions affecting borrowers and macroeconomic variables that the Company is more susceptible to, unforeseen events such as natural disasters and pandemics, along with new information regarding existing loans, identification of additional problem loans, the fair value of underlying collateral, and other factors, both within and outside the Company’s control, may indicate the need for an increase or decrease in the ACL on loans and leases.

It is difficult to estimate the sensitivity of how potential changes in any one economic factor or input might affect the overall reserve because a wide variety of factors and inputs are considered in estimating the ACL and changes in those factors and inputs considered may not occur at the same rate and may not be consistent across all product types. Further, changes in factors and inputs may also be directionally inconsistent, such that improvement in one factor may offset deterioration in others.

Executive management reviews and advises on the adequacy of the ACL on loans and leases on a quarterly basis. Although the overall balance is determined based on specific portfolio segments and individually assessed assets, the entire balance is available to absorb credit losses for any of the loan and lease portfolios.

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 this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, 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 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Business Combinations

The acquisition method of accounting generally requires that the identifiable assets acquired and liabilities assumed in business combinations are recorded at fair value as of the acquisition date. The determination of fair value often involves the use of internal or third-party valuation techniques, such as discounted cash flow analyses. Particularly, the valuation techniques used to estimate the fair value of the core deposit intangible asset acquired in the Ametros acquisition included estimates related to discount rates, client attrition rates, an alternative cost of funds, and other relevant factors, which are inherently subjective. A description of the valuation methodologies used to estimate the fair values of the significant assets acquired and liabilities assumed in the Ametros acquisition can be found within Note 2: Business Developments in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements.

ITEM 1. FINANCIAL STATEMENTS

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2025		December 31, 2024
(In thousands, except par value and share data)	(Unaudited)
Assets:
Cash and due from banks	$	425,349	$	388,060
Interest-bearing deposits	2,568,570		1,686,374
Investment securities available-for-sale, at fair value (1)	9,620,354		9,006,600


Investment securities held-to-maturity, net of allowance for credit losses of $102 and $171 (2)	8,192,720		8,444,191
Loans held for sale (3)	278,409		27,634
Loans and leases	53,671,959		52,505,168
Allowance for credit losses on loans and leases	(722,046)		(689,566)
Loans and leases, net	52,949,913		51,815,602
Federal Home Loan Bank and Federal Reserve Bank stock	370,272		321,343
Deferred tax assets, net	252,442		316,856
Premises and equipment, net	422,774		406,963
Goodwill	2,868,068		2,868,068
Other intangible assets, net	315,971		334,301
Cash surrender value of life insurance policies	1,262,311		1,251,622
Accrued interest receivable and other assets	2,387,117		2,157,459
Total assets	$	81,914,270	$	79,025,073
Liabilities and stockholders’ equity:
Deposits:
Non-interest-bearing	$	10,345,761	$	10,316,501
Interest-bearing	55,968,664		54,436,579
Total deposits	66,314,425		64,753,080
Securities sold under agreements to repurchase and federal funds purchased	372,806		344,168
Federal Home Loan Bank advances	3,339,914		2,110,108
Long-term debt	905,634		909,185
Accrued expenses and other liabilities	1,643,874		1,775,318
Total liabilities	72,576,653		69,891,859
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—167,083,263 and 171,391,125 shares	1,828		1,828
Paid-in capital	6,155,132		6,181,475
Retained earnings	4,100,350		3,759,158
Treasury stock, at cost—15,694,782 and 11,386,920 shares	(765,410)		(536,843)
Accumulated other comprehensive (loss), net of tax	(438,262)		(556,383)
Total stockholders’ equity	9,337,617		9,133,214
Total liabilities and stockholders’ equity	$	81,914,270	$	79,025,073

(1)Investment securities available-for-sale had an amortized cost basis of $10,189,481 at June 30, 2025, and $9,720,415 at December 31, 2024.

(2)Investment securities held-to-maturity had a fair value of $7,291,244 at June 30, 2025, and $7,453,123 and at December 31, 2024.

(3)Total loans held for sale includes residential mortgage loans valued under the fair value option of $75 at June 30, 2025, and $297 at December 31, 2024.

See accompanying Notes to Condensed Consolidated Financial Statements.

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)


	Three months ended				Six months ended
	June 30,				June 30,
(In thousands, except per share data)	2025		2024		2025		2024
Interest Income:
Interest and fees on loans and leases	$	775,203	$	798,097	$	1,530,320	$	1,590,142
Taxable interest on investment securities	190,600		150,588		377,715		285,659
Non-taxable interest on investment securities	7,166		10,239		14,520		22,753
Loans held for sale	7		5,593		22		5,675
Other interest and dividends	27,611		11,769		51,497		23,907
Total interest income	1,000,587		976,286		1,974,074		1,928,136
Interest Expense:
Deposits	339,738		361,263		666,121		697,234
Securities sold under agreements to repurchase and federal funds purchased	218		1,114		1,894		3,222
Federal Home Loan Bank advances	29,825		33,727		53,414		71,094
Long-term debt	9,624		7,885		19,271		16,550
Total interest expense	379,405		403,989		740,700		788,100
Net interest income	621,182		572,297		1,233,374		1,140,036
Provision for credit losses	46,500		59,000		124,000		104,500
Net interest income after provision for credit losses	574,682		513,297		1,109,374		1,035,536
Non-interest Income:
Deposit service fees	40,934		41,027		79,829		83,616
Loan and lease related fees	17,657		19,334		35,278		39,101
Wealth and investment services	7,779		8,556		15,568		16,480

Cash surrender value of life insurance policies	9,172		6,359		17,164		12,305
Gain (loss) on sale of investment securities, net	—		(49,915)		220		(59,741)

Other income	19,115		16,937		39,204		49,890
Total non-interest income	94,657		42,298		187,263		141,651
Non-interest Expense:
Compensation and benefits	199,930		186,850		398,575		375,390
Occupancy	19,337		15,103		39,054		34,542
Technology and equipment	45,932		45,303		93,651		91,139
Intangible assets amortization	9,093		8,716		18,330		17,910
Marketing	5,171		4,107		9,198		8,388
Professional and outside services	18,394		14,066		35,620		27,047
Deposit insurance	15,061		15,065		31,406		39,288
Other expense	32,796		36,811		63,524		68,240
Total non-interest expense	345,714		326,021		689,358		661,944
Income before income taxes	323,625		229,574		607,279		515,243
Income tax expense	64,777		47,941		121,514		117,287
Net income	258,848		181,633		485,765		397,956
Preferred stock dividends	4,162		4,162		8,325		8,325
Income allocated to participating securities	2,991		1,977		5,361		4,090
Net income applicable to common stockholders	$	251,695	$	175,494	$	472,079	$	385,541

Earnings per common share:
Basic	$	1.52	$	1.03	$	2.82	$	2.27
Diluted	1.52		1.03		2.81		2.26

See accompanying Notes to Condensed Consolidated Financial Statements.

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)


	Three months ended				Six months ended
	June 30,				June 30,
(In thousands)	2025		2024		2025		2024
Net income	$	258,848	$	181,633	$	485,765	$	397,956
Other comprehensive income (loss), net of tax:
Investment securities available-for-sale	8,858		(9,809)		105,439		(46,080)
Derivative financial instruments	2,004		(1,610)		12,128		(31,599)
Defined benefit pension and other postretirement benefit plans	277		(379)		554		351
Other comprehensive income (loss), net of tax	11,139		(11,798)		118,121		(77,328)
Comprehensive income	$	269,987	$	169,835	$	603,886	$	320,628

See accompanying Notes to Condensed Consolidated Financial Statements.

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)


	Three months ended June 30, 2025
(In thousands, except per share data)	Preferred Stock		Common Stock		Paid-In Capital		Retained Earnings		Treasury Stock, at cost		Accumulated Other Comprehensive (Loss), Net of Tax		Total Stockholders’ Equity
Balance at March 31, 2025	$	283,979	$	1,828	$	6,140,885	$	3,913,169	$	(686,306)	$	(449,401)	$	9,204,154

Net income	—		—		—		258,848		—		—		258,848
Other comprehensive income, net of tax	—		—		—		—		—		11,139		11,139
Common stock dividends and equivalents—$0.40 per share	—		—		—		(67,505)		—		—		(67,505)
Series F preferred stock dividends—$328.125 per share	—		—		—		(1,969)		—		—		(1,969)
Series G preferred stock dividends—$16.25 per share	—		—		—		(2,193)		—		—		(2,193)
Stock-based compensation	—		—		14,247		—		874		—		15,121

Common shares acquired from stock compensation plan activity	—		—		—		—		(408)		—		(408)
Common stock repurchase program	—		—		—		—		(79,570)		—		(79,570)
Balance at June 30, 2025	$	283,979	$	1,828	$	6,155,132	$	4,100,350	$	(765,410)	$	(438,262)	$	9,337,617

	Three months ended June 30, 2024
(In thousands, except per share data)	Preferred Stock		Common Stock		Paid-In Capital		Retained Earnings		Treasury Stock, at cost		Accumulated Other Comprehensive (Loss), Net of Tax		Total Stockholders’ Equity
Balance at March 31, 2024	$	283,979	$	1,828	$	6,138,935	$	3,425,701	$	(486,844)	$	(616,101)	$	8,747,498

Net income	—		—		—		181,633		—		—		181,633
Other comprehensive (loss), net of tax	—		—		—		—		—		(11,798)		(11,798)
Common stock dividends and equivalents—$0.40 per share	—		—		—		(68,821)		—		—		(68,821)
Series F preferred stock dividends—$328.125 per share	—		—		—		(1,969)		—		—		(1,969)
Series G preferred stock dividends—$16.25 per share	—		—		—		(2,193)		—		—		(2,193)

Stock-based compensation	—		—		14,351		—		(918)		—		13,433

Common shares acquired from stock compensation plan activity	—		—		—		—		(3,123)		—		(3,123)
Common stock repurchase program	—		—		—		—		(45,392)		—		(45,392)
Balance at June 30, 2024	$	283,979	$	1,828	$	6,153,286	$	3,534,351	$	(536,277)	$	(627,899)	$	8,809,268



	Six months ended June 30, 2025
(In thousands, except per share data)	Preferred Stock		Common Stock		Paid-In Capital		Retained Earnings		Treasury Stock, at cost		Accumulated Other Comprehensive (Loss), Net of Tax		Total Shareholders' 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	—		—		—		485,765		—		—		485,765
Other comprehensive income, net of tax	—		—		—		—		—		118,121		118,121
Common stock dividends and equivalents—$0.80 per share	—		—		—		(136,248)		—		—		(136,248)
Series F preferred stock dividends—$656.25 per share	—		—		—		(3,938)		—		—		(3,938)
Series G preferred stock dividends—$32.50 per share	—		—		—		(4,387)		—		—		(4,387)


Stock-based compensation	—		—		(26,343)		—		55,475		—		29,132

Common shares acquired from stock compensation plan activity	—		—		—		—		(22,190)		—		(22,190)
Common stock repurchase program	—		—		—		—		(261,852)		—		(261,852)
Balance at June 30, 2025	$	283,979	$	1,828	$	6,155,132	$	4,100,350	$	(765,410)	$	(438,262)	$	9,337,617

	Six months ended June 30, 2024
(In thousands, except per share data)	Preferred Stock		Common Stock		Paid-In Capital		Retained Earnings		Treasury Stock, at cost		Accumulated Other Comprehensive (Loss), Net of Tax		Total Shareholders' Equity
Balance at December 31, 2023	$	283,979	$	1,828	$	6,179,753	$	3,282,530	$	(507,523)	$	(550,571)	$	8,689,996

Net income	—		—		—		397,956		—		—		397,956
Other comprehensive (loss), net of tax	—		—		—		—		—		(77,328)		(77,328)
Common stock dividends and equivalents—$0.80 per share	—		—		—		(137,810)		—		—		(137,810)
Series F preferred stock dividends—$656.25 per share	—		—		—		(3,938)		—		—		(3,938)
Series G preferred stock dividends—$32.50 per share	—		—		—		(4,387)		—		—		(4,387)


Stock-based compensation	—		—		(26,467)		—		53,660		—		27,193

Common shares acquired from stock compensation plan activity	—		—		—		—		(16,619)		—		(16,619)
Common stock repurchase program	—		—		—		—		(65,795)		—		(65,795)
Balance at June 30, 2024	$	283,979	$	1,828	$	6,153,286	$	3,534,351	$	(536,277)	$	(627,899)	$	8,809,268

See accompanying Notes to Condensed Consolidated Financial Statements.

WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Six months ended June 30,
(In thousands)	2025		2024
Operating Activities:
Net income	$	485,765	$	397,956
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	124,000		104,500
Deferred income tax expense	19,669		7,908
Stock-based compensation	29,132		27,193

Depreciation and amortization of property and equipment and intangible assets	36,327		36,510
Net (accretion) and amortization of interest-earning assets and borrowings	(80,485)		(32,845)
Amortization of low-income housing tax credit investments	66,672		42,249
Reduction of ROU lease assets	15,520		16,522


Net (gain) loss on sale of investment securities	(220)		59,741

Originations of loans held for sale	(4,781)		(31,259)
Proceeds from sale of loans held for sale	5,025		5,770

Net (gain) on sale of mortgage servicing rights	—		(11,655)

(Increase) in cash surrender value of life insurance policies	(17,164)		(12,305)
(Gain) from life insurance policies	(1,492)		(8,560)
(Gain) on sale of alternative investments	(5,748)		—
Other operating activities, net	(2,927)		(10,061)

Net (increase) decrease in derivative contract assets and liabilities	(147,889)		39,768

Net (increase) decrease in prepaid expenses and other assets	(76,566)		241,426
Net (decrease) in accrued expenses and other liabilities	(79,034)		(405,186)
Net cash provided by operating activities	365,804		467,672
Investing Activities:
Purchases of available-for-sale securities	(1,017,967)		(654,675)
Proceeds from principal payments, maturities, and calls of available-for-sale securities	564,454		425,929
Proceeds from sale of available-for-sale securities	14,880		1,253,332
Purchases of held-to-maturity securities	—		(1,732,829)
Proceeds from principal payments, maturities, and calls of held-to-maturity securities	283,335		189,273
Net (increase) in Federal Home Loan Bank and Federal Reserve Bank stock	(48,929)		(21,381)
Alternative investments (capital calls), net of returns of capital	(141,398)		(8,533)
Proceeds from sales of alternative investments	9,536		—
Net (increase) in loans	(1,561,321)		(1,223,546)
Proceeds from sale of loans not originated for sale	80,938		92,664
Proceeds from sale of mortgage servicing rights	—		18,310
Proceeds from sale of foreclosed properties and repossessed assets	261		1,490
Proceeds from sale of property and equipment	2,323		3,820
Purchases of property and equipment	(21,533)		(13,483)
Proceeds from life insurance policies	8,591		12,541
Net cash paid for acquisition of Ametros	—		(359,460)

Net cash (used for) investing activities	(1,826,830)		(2,016,548)



WEBSTER FINANCIAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited), continued

	Six months ended June 30,
(In thousands)	2025		2024
Financing Activities:
Net increase in deposits	1,559,263		1,502,372
Net increase in Federal Home Loan Bank advances	1,229,806		449,825


Net increase (decrease) in securities sold under agreements to repurchase and federal funds purchased	28,638		(218,863)
Repayment of long-term debt	—		(132,550)
Payment of contingent consideration	(11,241)		(4,050)


Dividends paid to common stockholders	(135,839)		(137,654)
Dividends paid to preferred stockholders	(8,325)		(8,325)


Common stock repurchase program	(259,601)		(65,402)
Common shares acquired related to stock compensation plan activity	(22,190)		(16,619)

Net cash provided by financing activities	2,380,511		1,368,734
Net increase (decrease) in cash and cash equivalents	919,485		(180,142)
Cash and cash equivalents, beginning of period	2,074,434		1,715,795
Cash and cash equivalents, end of period	$	2,993,919	$	1,535,653

See accompanying Notes to Condensed Consolidated Financial Statements.

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, 2024. The Company’s financial condition, results of operations, and cash flows, for the three and six months ended June 30, 2025, as compared to 2024, 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 position, 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 Condensed Consolidated Financial Statements.

Certain prior period amounts disclosed in Note 9: Accumulated Other Comprehensive (Loss), Net of Tax have been reclassified to conform to the current period presentation. These reclassifications did not have a material impact on the Company’s Condensed Consolidated Financial Statements.

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.

Supplemental Cash Flow Information

The following table summarizes supplemental disclosures of cash flow information and non-cash investing and financing activities:


	Six months ended June 30,
(In thousands)	2025		2024
Supplemental disclosure of cash flow information:
Interest paid	$	765,626	$	811,338
Income taxes paid	53,100		84,450
Non-cash investing and financing activities:
Transfer of loans held for investment to foreclosed properties and repossessed assets	$	3,967	$	1,925
Transfer of returned finance lease equipment to assets held for sale	579		2,316
Transfer of loans held for investment to loans held for sale	317,172		333,483



ROU lease assets obtained in exchange for operating lease liabilities	28,437		8,259
Approved commitments to fund LIHTC investments	99,054		212,041













Acquisition of Ametros:
Tangible assets acquired	$	—	$	256,957
Goodwill and other intangible assets	—		417,085
Liabilities assumed (1)	—		299,507
Forgiveness of long-term debt	—		12,875
Pre-existing equity interest	—		2,200

(1)Reflects the sum of the $293.7 million of liabilities assumed from Ametros and the $5.8 million liability assumed for the Seller’s transaction expenses, which was included as part of the purchase price consideration and paid by the Company at closing.

Relevant Accounting Standards Issued But Not Yet Adopted

ASU No. 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures, to provide more transparency about income tax information through improvements to income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. Specifically, the amendments in this Update require disclosure of: (i) a tabular reconciliation, using both percentages and reporting currency amounts, with prescribed categories that are required to be disclosed, and the separate disclosure and disaggregation of prescribed reconciling items with an effect equal to 5% or more of the amount determined by multiplying pre-tax income from continuing operations by the application statutory rate; (ii) a qualitative description of the states and local jurisdictions that make up the majority (greater than 50%) of the effect of the state and local income taxes; and (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and by individual jurisdictions that comprise 5% or more of total income taxes paid, net of refunds received. The amendments in this Update also include certain other amendments to improve the effectiveness of income tax disclosures.

The Update is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis; however, retrospective application is permitted. The Company is currently evaluating this guidance, which it will adopt in the fourth quarter of 2025, to determine the impact on its income tax disclosures.

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 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.

Note 2: Business Developments

Ametros Acquisition

On January 24, 2024, the Bank acquired all of the equity interest in Ametros from Long Ridge Capital Management (the “Seller”). Ametros is a custodian and administrator of medical funds from insurance claim settlements that helps individuals manage their ongoing medical care through its CareGuard service and proprietary technology platform. The acquisition provided the Bank with a fast-growing source of low-cost and long-duration deposits, new sources of non-interest income, and enhanced its employee benefit and healthcare financial services expertise.

The acquisition was accounted for as a business combination. Accordingly, the total purchase price, which included cash paid of $359.7 million, the forgiveness of $12.9 million in long-term debt, and the assumption of a $5.8 million liability for the Seller’s transaction expenses, has been allocated to the identifiable assets acquired and liabilities assumed based on their acquisition-date fair values, as summarized in the following table:


(In thousands)	Fair Value
Purchase price consideration	$	378,424
Assets:
Cash and due from banks	310
Premises and equipment	1,078
Other intangible assets	188,900
Deferred tax assets, net	(35,889)
Other assets:
Funds held in escrow	288,167
Accounts receivable	2,435
Prepaid expenses	1,166
Total other assets	291,768
Total assets acquired	$	446,167
Liabilities:
Interest-bearing deposits (1)	(20,622)
Other liabilities:
Accounts payable	684
Accrued expenses	4,270
Deferred revenue	20,391
Members’ funds	288,167
Operating lease liabilities	838
Total other liabilities	314,350
Total liabilities assumed	$	293,728
Net assets acquired	152,439
Pre-existing equity interest (2)	$	2,200
Goodwill	$	228,185

(1)The $20.6 million reflects the amount held in Ametros’ operating cash account at the Bank on January 24, 2024. Upon acquisition, such cash and the Bank’s corresponding deposit liability owed to Ametros were eliminated in consolidation, which resulted in a decrease to interest-bearing deposits for the Bank and the Bank’s legal title to the funds being held in such operating cash account.

(2)Prior to the acquisition date, the Company had a 0.6% equity interest in Ametros. The consideration transferred reflects the purchase price for the remaining 99.4% of the business. Upon acquisition, the Company recognized a $1.5 million gain in Other income on the accompanying Condensed Consolidated Statement of Income, which represents the difference between the cost basis and estimated acquisition-date fair value of the Company’s pre-existing equity interest in Ametros.

The Company’s valuations of the assets acquired and liabilities assumed in the Ametros acquisition were considered final as of December 31, 2024. There were no adjustments to fair value estimates recognized during the measurement period. The $228.2 million of goodwill represents future economic benefits arising from acquiring Ametros, primarily due to its strong market position and its assembled workforce, and is not deductible for tax purposes. Information regarding the allocation of goodwill to the Company’s reportable segments can be found within Note 15: Segment Reporting.

The Company incurred $3.1 million of professional and outside services expenses related to the acquisition of Ametros during the first quarter of 2024. The revenue and earnings related to the Ametros business since the acquisition date are included in the Company’s Condensed Consolidated Statements of Income for both the three and six months ended June 30, 2025, and 2024, respectively, and were not material.

The following is a description of the valuation methodologies used to estimate the fair values of the significant assets acquired and liabilities assumed:

Other intangible assets. The Company identified and recognized a $182.8 million core deposit intangible asset and a $6.1 million trade name intangible asset. A core deposit intangible asset represents the value of relationships with deposit customers. The fair value of the core deposit intangible asset was estimated using a net cost savings method, a form of discounted cash flow methodology, which gave appropriate consideration to expected client attrition rates and other applicable adjustments to the projected deposit balance, the interest cost and net maintenance cost associated with the client deposit base, an alternative cost of funds, and a discount rate that was used to discount the future economic benefits of the core deposit intangible asset to present value. The core deposit intangible asset is being amortized on an accelerated basis over an estimated useful life of 25 years, which is the period over which the estimated economic benefits are estimated to be received. The fair value of the trade name intangible asset for the Ametros brand was estimated using a relief-from-royalty methodology, which models the cost savings from owning the brand rather than licensing it from a third party. The trade name intangible asset is being amortized on a straight-line basis over an estimated useful life of 5 years.

Funds held in escrow and Members’ funds. Funds held in escrow represent amounts held in interest-bearing checking accounts at insured depository institutions other than the Bank for the purpose of providing post-settlement medical administration services on a respective member’s behalf. Members’ funds is the corresponding liability to the Funds held in escrow. Given that these amounts can be withdrawn and/or directed for use on demand, as long as in accordance with the terms of the settlement agreement, their carrying amount is a reasonable estimate of fair value.

Sale of Mortgage Servicing Rights

On February 12, 2024, the Company sold the majority of its mortgage servicing portfolio, which comprised 9,184 individual residential mortgage loans with an aggregate UPB of $1.4 billion. In connection with the sale, the Company received net cash proceeds of $18.4 million and derecognized $6.7 million of mortgage servicing rights. The resulting $11.7 million net gain on sale of mortgage servicing rights is included in Other income on the Condensed Consolidated Statements of Income and in Consumer Banking for segment reporting purposes.

Joint Venture with Marathon Asset Management

On July 19, 2024, the Company, through its subsidiary, MW Advisor Holding, LLC, entered into an agreement with Marathon Asset Management and formed a private credit joint venture, which will deliver direct lending solutions for sponsor-backed middle market companies across the country.

On June 30, 2025, the Company identified the individual loans to comprise the seed portfolio to launch the joint venture’s operations. Accordingly, the $242.2 million of commercial non-mortgage loans identified, in aggregate, were reclassified and transferred from Loans and leases to Loans held for sale on the accompanying Condensed Consolidated Balance Sheets. The $1.3 million difference between the lower of the amortized cost basis of the loans and their fair value at the time of transfer was charged-off and recognized in the Provision for credit losses on the accompanying Condensed Consolidated Statements of Income. The seed portfolio loans are included in Commercial Banking for segment reporting purposes.

In July 2025, the Company sold a portion of the seed portfolio loans. The transfer met the requisite criteria to be accounted for as a sale in accordance with ASC 860, Transfers and Servicing. In connection with the sale, the Company derecognized $33.3 million from Loans held for sale and recognized an immaterial gain. The remainder of the seed portfolio loans are expected to be sold later in the third quarter of 2025.

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:


	June 30, 2025
(In thousands)	Amortized Cost (1)		Unrealized Gains		Unrealized Losses		Allowance for Credit Losses		Fair Value

Government agency debentures	$	222,808	$	—	$	(30,372)	$	—	$	192,436
Municipal bonds and notes	117,562		—		(13,754)		—		103,808
Agency CMO	29,439		—		(2,326)		—		27,113
Agency MBS	4,980,846		36,060		(185,301)		—		4,831,605
Agency CMBS	3,558,974		5,201		(339,977)		—		3,224,198
CMBS	791,930		1,054		(2,852)		—		790,132

Corporate debt	435,483		264		(31,507)		(867)		403,373
Private label MBS	42,571		—		(4,207)		—		38,364
Other	9,868		—		(543)		—		9,325
Total available-for-sale	$	10,189,481	$	42,579	$	(610,839)	$	(867)	$	9,620,354

	December 31, 2024
(In thousands)	Amortized Cost (1)		Unrealized Gains		Unrealized Losses		Allowance for Credit Losses		Fair Value

Government agency debentures	$	222,767	$	—	$	(36,341)	$	—	$	186,426
Municipal bonds and notes	123,885		2		(13,011)		—		110,876
Agency CMO	32,193		—		(3,150)		—		29,043
Agency MBS	4,760,541		11,654		(252,410)		—		4,519,785
Agency CMBS	3,400,021		84		(365,713)		—		3,034,392
CMBS	630,985		411		(6,008)		—		625,388

Corporate debt	496,087		801		(43,755)		(867)		452,266
Private label MBS	44,081		—		(4,862)		—		39,219
Other	9,855		—		(650)		—		9,205
Total available-for-sale	$	9,720,415	$	12,952	$	(725,900)	$	(867)	$	9,006,600

(1)Accrued interest receivable on available-for-sale securities of $36.8 million and $35.2 million at June 30, 2025, and December 31, 2024, respectively, 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:


	June 30, 2025
	Less Than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Number of Holdings	Fair Value		Unrealized Losses

Government agency debentures	$	—	$	—	$	192,436	$	(30,372)	15	$	192,436	$	(30,372)
Municipal bonds and notes	—		—		103,032		(13,754)		38	103,032		(13,754)
Agency CMO	—		—		27,113		(2,326)		28	27,113		(2,326)
Agency MBS	822,663		(5,939)		1,218,266		(179,362)		326	2,040,929		(185,301)
Agency CMBS	1,280,991		(27,776)		1,558,697		(312,201)		178	2,839,688		(339,977)
CMBS	213,594		(676)		252,181		(2,176)		32	465,775		(2,852)

Corporate debt	8,000		(1)		375,109		(31,506)		51	383,109		(31,507)
Private label MBS	—		—		38,364		(4,207)		3	38,364		(4,207)
Other	—		—		9,325		(543)		2	9,325		(543)
Total	$	2,325,248	$	(34,392)	$	3,774,523	$	(576,447)	673	$	6,099,771	$	(610,839)


	December 31, 2024
	Less Than Twelve Months				Twelve Months or Longer				Total
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Number of Holdings	Fair Value		Unrealized Losses

Government agency debentures	$	—	$	—	$	186,427	$	(36,341)	15	$	186,427	$	(36,341)
Municipal bonds and notes	859		(1)		108,013		(13,010)		57	108,872		(13,011)
Agency CMO	—		—		29,043		(3,150)		28	29,043		(3,150)
Agency MBS	2,624,722		(31,539)		1,246,818		(220,871)		370	3,871,540		(252,410)
Agency CMBS	1,468,615		(32,528)		1,540,263		(333,185)		185	3,008,878		(365,713)
CMBS	—		—		457,423		(6,008)		32	457,423		(6,008)

Corporate debt	—		—		426,805		(43,755)		59	426,805		(43,755)
Private label MBS	—		—		39,219		(4,862)		3	39,219		(4,862)
Other	—		—		9,205		(650)		2	9,205		(650)
Total	$	4,094,196	$	(64,068)	$	4,043,216	$	(661,832)	751	$	8,137,412	$	(725,900)

The $115.1 million decrease in gross unrealized losses of available-for-sale securities from December 31, 2024, to
June 30, 2025, is primarily due to lower market interest rates. 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. At June 30, 2025 and December 31, 2024, the ACL on available-for-sale securities was $0.9 million, which related to a single Corporate debt security. Each of the Company’s other available-for-sale securities in an unrealized loss position at June 30, 2025 are investment grade, current as to principal and interest, and their price changes 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 with 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:


	June 30, 2025
(In thousands)	Amortized Cost		Fair Value
Maturing within 1 year	$	884	$	881
After 1 year through 5 years	334,324		328,656
After 5 through 10 years	702,943		660,919
After 10 years	9,151,330		8,629,898
Total available-for-sale	$	10,189,481	$	9,620,354

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 June 30,				Six months ended June 30,
(In thousands)	2025		2024		2025		2024
Proceeds from sales	$	—	$	921,642	$	14,880	$	1,253,332

Gross realized gains	$	—	$	—	$	332	$	2,240
Gross realized losses (1)	—		(49,915)		(112)		(64,551)

(1)For the three months and six months ended June 30, 2024, $2.6 million of the gross losses realized on sale of available-for-sale securities was due to credit related factors and, therefore, was included in the Provision for credit losses on the accompanying Condensed Consolidated Statements of Income. There were no gross losses realized on sale of available-for-sale securities due to credit related factors for the three and six months ended June 30, 2025. The net amounts presented as a component of non-interest income for the three and six months ended June 30, 2025, and 2024, respectively, include the portion of any gross losses that were not due to credit related factors.

Other Information

The following table summarizes the carrying value of available-for-sale securities pledged for deposits, borrowings, and other purposes:


(In thousands)	June 30, 2025		December 31, 2024
Pledged for deposits	$	1,797,620	$	1,596,378
Pledged for borrowings and other	6,926,923		6,863,183
Total available-for-sale securities pledged	$	8,724,543	$	8,459,561

Held-to-Maturity

The following tables summarize the amortized cost, fair value, and ACL on held-to-maturity securities by major type:


	June 30, 2025
(In thousands)	Amortized Cost (1)		Unrealized Gains		Unrealized Losses		Fair Value		Allowance for Credit Losses		Net Carrying Value
Agency CMO	$	18,246	$	—	$	(1,282)	$	16,964	$	—	$	18,246
Agency MBS	2,954,301		11,389		(276,548)		2,689,142		—		2,954,301
Agency CMBS	4,315,250		149		(569,802)		3,745,597		—		4,315,250
Municipal bonds and notes	839,766		257		(63,392)		776,631		(102)		839,664
CMBS	65,259		—		(2,349)		62,910		—		65,259
Total held-to-maturity	$	8,192,822	$	11,795	$	(913,373)	$	7,291,244	$	(102)	$	8,192,720


	December 31, 2024
(In thousands)	Amortized Cost (1)		Unrealized Gains		Unrealized Losses		Fair Value		Allowance for Credit Losses		Net Carrying Value
Agency CMO	$	19,847	$	—	$	(1,671)	$	18,176	$	—	$	19,847
Agency MBS	3,109,411		771		(333,039)		2,777,143		—		3,109,411
Agency CMBS	4,357,505		414		(613,914)		3,744,005		—		4,357,505
Municipal bonds and notes	891,909		317		(40,266)		851,960		(171)		891,738
CMBS	65,690		—		(3,851)		61,839		—		65,690
Total held-to-maturity	$	8,444,362	$	1,502	$	(992,741)	$	7,453,123	$	(171)	$	8,444,191

(1)Accrued interest receivable on held-to-maturity securities of $29.1 million and $30.5 million at June 30, 2025, and December 31, 2024, respectively, 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 June 30,				Six months ended June 30,
(In thousands)	2025		2024		2025		2024
Balance, beginning of period	$	109	$	184	$	171	$	209

(Benefit) for credit losses	(7)		(2)		(69)		(27)
Balance, end of period	$	102	$	182	$	102	$	182

Contractual Maturities

The following table summarizes the amortized cost and fair value of held-to-maturity securities by contractual maturity:


	June 30, 2025
(In thousands)	Amortized Cost		Fair Value
Maturing within 1 year	$	2,902	$	2,903
After 1 year through 5 years	160,194		154,188
After 5 through 10 years	286,121		275,974
After 10 years	7,743,605		6,858,179
Total held-to-maturity	$	8,192,822	$	7,291,244

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.

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 at each quarter end. Investment grade securities are rated BBB- or higher by S&P, or Baa3 or higher by Moody’s, and are generally considered by 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. At June 30, 2025, and December 31, 2024, there were no speculative grade held-to-maturity securities. 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:


	June 30, 2025
	Investment Grade
(In thousands)	Aaa		Aa1		Aa2		Aa3		A1		A2		A3		Not Rated
Agency CMO	$	—	$	18,246	$	—	$	—	$	—	$	—	$	—	$	—
Agency MBS	—		2,954,301		—		—		—		—		—		—
Agency CMBS	—		4,315,250		—		—		—		—		—		—
Municipal bonds and notes	301,307		153,720		244,918		112,768		10,444		4,165		—		12,444
CMBS	65,259		—		—		—		—		—		—		—
Total held-to-maturity	$	366,566	$	7,441,517	$	244,918	$	112,768	$	10,444	$	4,165	$	—	$	12,444


	December 31, 2024
	Investment Grade
(In thousands)	Aaa		Aa1		Aa2		Aa3		A1		A2		A3		Not Rated
Agency CMO	$	—	$	19,847	$	—	$	—	$	—	$	—	$	—	$	—
Agency MBS	—		3,109,411		—		—		—		—		—		—
Agency CMBS	—		4,357,505		—		—		—		—		—		—
Municipal bonds and notes	341,187		158,327		230,986		128,692		13,761		—		4,165		14,791
CMBS	65,690		—		—		—		—		—		—		—
Total held-to-maturity	$	406,877	$	7,645,090	$	230,986	$	128,692	$	13,761	$	—	$	4,165	$	14,791

At June 30, 2025, and December 31, 2024, there were no held-to-maturity securities past due under the terms of their agreements or in non-accrual status.

Other Information

The following table summarizes the carrying value of held-to-maturity securities pledged for deposits, borrowings, and other purposes:


(In thousands)	June 30, 2025		December 31, 2024
Pledged for deposits	$	1,760,751	$	1,978,445
Pledged for borrowings and other	6,039,173		6,258,828
Total held-to-maturity securities pledged	$	7,799,924	$	8,237,273

Note 4: Loans and Leases

The following table summarizes loans and leases by portfolio segment and class:


(In thousands)	June 30, 2025		December 31, 2024
Commercial non-mortgage	$	18,724,821	$	18,037,942
Asset-based	1,350,006		1,404,007
Commercial real estate	14,539,706		14,492,436
Multi-family	6,819,069		6,898,600
Equipment financing	1,218,276		1,235,016

Commercial portfolio	42,651,878		42,068,001
Residential	9,332,413		8,853,669
Home equity	1,385,746		1,427,692
Other consumer	301,922		155,806
Consumer portfolio	11,020,081		10,437,167
Loans and leases	$	53,671,959	$	52,505,168

The carrying amount of loans and leases at June 30, 2025, and December 31, 2024, includes net unamortized
(discounts)/premiums and net unamortized deferred (fees)/costs, in aggregate, of $16.7 million and $(1.8) million, respectively. Accrued interest receivable of $268.8 million and $265.0 million at June 30, 2025, and December 31, 2024, respectively, 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. At June 30, 2025, the Company had pledged $17.6 billion and $6.2 billion of eligible loans as collateral to support borrowing capacity at the FHLB and FRB, respectively.

Non-Accrual and Past Due Loans and Leases

The following tables summarize the aging of accrual and non-accrual loans and leases by class:


	June 30, 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-accrual		Total Past Due and Non-accrual		Current		Total Loans and Leases
Commercial non-mortgage	$	14,902	$	580	$	—	$	216,003	$	231,485	$	18,493,336	$	18,724,821
Asset-based	—		—		—		44,353		44,353		1,305,653		1,350,006
Commercial real estate	6,267		345		—		200,947		207,559		14,332,147		14,539,706
Multi-family	9,745		—		—		23,009		32,754		6,786,315		6,819,069
Equipment financing	683		231		—		14,989		15,903		1,202,373		1,218,276

Commercial portfolio	31,597		1,156		—		499,301		532,054		42,119,824		42,651,878
Residential	8,884		3,769		—		16,024		28,677		9,303,736		9,332,413
Home equity	6,077		2,339		—		18,421		26,837		1,358,909		1,385,746
Other consumer	743		387		—		409		1,539		300,383		301,922
Consumer portfolio	15,704		6,495		—		34,854		57,053		10,963,028		11,020,081
Total	$	47,301	$	7,651	$	—	$	534,155	$	589,107	$	53,082,852	$	53,671,959


	December 31, 2024
(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-accrual		Total Past Due and Non-accrual		Current (1)		Total Loans and Leases
Commercial non-mortgage	$	3,949	$	3,318	$	—	$	248,078	$	255,345	$	17,782,597	$	18,037,942
Asset-based	—		21,997		—		20,787		42,784		1,361,223		1,404,007
Commercial real estate	22,115		558		—		120,151		142,824		14,349,612		14,492,436
Multi-family	2,508		26,377		—		18,043		46,928		6,851,672		6,898,600
Equipment financing	6,096		3,300		—		19,367		28,763		1,206,253		1,235,016

Commercial portfolio	34,668		55,550		—		426,426		516,644		41,551,357		42,068,001
Residential	9,595		4,604		—		12,750		26,949		8,826,720		8,853,669
Home equity	6,273		2,381		—		21,425		30,079		1,397,613		1,427,692
Other consumer	349		162		—		124		635		155,171		155,806
Consumer portfolio	16,217		7,147		—		34,299		57,663		10,379,504		10,437,167
Total	$	50,885	$	62,697	$	—	$	460,725	$	574,307	$	51,930,861	$	52,505,168

(1)At December 31, 2024, there were $32.7 million of commercial loans that had reached their contractual maturity but were actively in the process of being refinanced with the Company. Due to the status of the refinancing, these commercial loans have been reported as current in the table above.

The following table provides additional information on non-accrual loans and leases:


	June 30, 2025				December 31, 2024
(In thousands)	Non-accrual		Non-accrual with No Allowance		Non-accrual		Non-accrual with No Allowance
Commercial non-mortgage	$	216,003	$	42,997	$	248,078	$	50,943
Asset-based	44,353		18,262		20,787		1,080
Commercial real estate	200,947		37,160		120,151		26,666
Multi-family	23,009		22,877		18,043		17,953
Equipment financing	14,989		1,039		19,367		1,809

Commercial portfolio	499,301		122,335		426,426		98,451
Residential	16,024		7,223		12,750		6,923
Home equity	18,421		9,914		21,425		12,225
Other consumer	409		2		124		3
Consumer portfolio	34,854		17,139		34,299		19,151
Total	$	534,155	$	139,474	$	460,725	$	117,602

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 June 30,
	2025						2024
(In thousands)	Commercial Portfolio		Consumer Portfolio		Total		Commercial Portfolio		Consumer Portfolio		Total
ACL on loans and leases:
Balance, beginning of period	$	649,450	$	63,871	$	713,321	$	589,109	$	52,333	$	641,442


Provision (benefit)	45,635		(509)		45,126		65,607		(4,566)		61,041
Charge-offs	(39,792)		(1,446)		(41,238)		(33,356)		(1,418)		(34,774)
Recoveries	3,250		1,587		4,837		360		1,286		1,646
Balance, end of period	$	658,543	$	63,503	$	722,046	$	621,720	$	47,635	$	669,355


	Six months ended June 30,
	2025						2024
(In thousands)	Commercial Portfolio		Consumer Portfolio		Total		Commercial Portfolio		Consumer Portfolio		Total
ACL on loans and leases:
Balance, beginning of period	$	635,871	$	53,695	$	689,566	$	577,663	$	58,074	$	635,737


Provision (benefit)	113,838		10,000		123,838		114,961		(10,726)		104,235
Charge-offs	(95,358)		(2,498)		(97,856)		(71,817)		(2,748)		(74,565)
Recoveries	4,192		2,306		6,498		913		3,035		3,948
Balance, end of period (1)	$	658,543	$	63,503	$	722,046	$	621,720	$	47,635	$	669,355
Individually evaluated for credit losses	95,323		811		96,134		66,943		649		67,592
Collectively evaluated for credit losses	$	563,220	$	62,692	$	625,912	$	554,777	$	46,986	$	601,763

(1)The $32.4 million increase in the ACL on loans and leases from December 31, 2024, to June 30, 2025, is primarily due to additional reserves resulting from uncertainty in the current macroeconomic environment and organic loan growth, partially offset by net charge-offs and improvements in 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. At June 30, 2025, and December 31, 2024, the Company’s concentration of credit risk associated with commercial real estate and multi-family loans, in aggregate, represented 39.8% and 40.7% of total loans and leases, respectively. At June 30, 2025, and December 31, 2024, the Company’s concentration of credit risk associated with commercial non-mortgage loans represented 34.9% and 34.4% of total loans and leases, respectively.

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.

The following tables summarize the amortized cost basis of commercial loans and leases by Composite Credit Risk Profile grade and origination year:


	June 30, 2025
(In thousands)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Total
Commercial non-mortgage:
Risk rating:
Pass	$	1,426,513	$	2,647,354	$	1,654,046	$	2,464,246	$	1,161,443	$	1,581,608	$	6,721,873	$	17,657,083
Special mention	—		36,433		59,114		126,804		91		—		34,158		256,600
Substandard	44,829		46,676		156,110		207,319		90,287		92,189		173,378		810,788
Doubtful	—		—		—		—		43		306		1		350
Total commercial non-mortgage	1,471,342		2,730,463		1,869,270		2,798,369		1,251,864		1,674,103		6,929,410		18,724,821
Current period gross write-offs	1,317		1,242		7,673		5,780		489		8,960		18,291		43,752
Asset-based:
Risk rating:
Pass	2,850		225		10,311		—		—		18,246		1,078,602		1,110,234
Special mention	1,562		—		—		—		—		4,818		40,524		46,904
Substandard	—		—		2,508		—		—		6		190,354		192,868
Total asset-based	4,412		225		12,819		—		—		23,070		1,309,480		1,350,006
Current period gross write-offs	—		—		—		—		—		—		15,975		15,975
Commercial real estate:
Risk rating:
Pass	1,260,773		1,991,259		2,114,596		2,801,954		1,277,393		3,970,260		209,486		13,625,721
Special mention	—		—		32,092		148,656		—		82,073		—		262,821
Substandard	—		3,301		134,861		64,746		82,636		364,408		1,212		651,164

Total commercial real estate	1,260,773		1,994,560		2,281,549		3,015,356		1,360,029		4,416,741		210,698		14,539,706
Current period gross write-offs	—		—		13,986		255		1,283		18,216		—		33,740
Multi-family:
Risk rating:
Pass	112,060		594,573		1,349,648		1,354,503		855,885		2,164,313		16,997		6,447,979
Special mention	153		—		—		114,867		22,725		105,713		—		243,458
Substandard	—		—		14,294		16,634		26,950		69,754		—		127,632


Total multi-family	112,213		594,573		1,363,942		1,486,004		905,560		2,339,780		16,997		6,819,069
Current period gross write-offs	—		—		—		—		—		247		—		247
Equipment financing:
Risk rating:
Pass	207,586		349,272		202,534		160,138		88,827		140,480		—		1,148,837
Special mention	—		—		4,711		13,511		464		1,350		—		20,036
Substandard	3,612		831		10,959		15,718		10,716		7,567		—		49,403
Total equipment financing	211,198		350,103		218,204		189,367		100,007		149,397		—		1,218,276
Current period gross write-offs	1,568		—		67		—		9		—		—		1,644





Total commercial portfolio	3,059,938		5,669,924		5,745,784		7,489,096		3,617,460		8,603,091		8,466,585		42,651,878
Current period gross write-offs	$	2,885	$	1,242	$	21,726	$	6,035	$	1,781	$	27,423	$	34,266	$	95,358


	December 31, 2024
(In thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
Commercial non-mortgage:
Risk rating:
Pass	$	2,917,048	$	1,916,905	$	2,818,720	$	1,100,575	$	562,252	$	1,211,312	$	6,325,637	$	16,852,449
Special mention	31,587		66,770		156,555		51,055		30,669		4,203		44,017		384,856
Substandard	56,307		125,735		237,362		92,134		16,466		63,998		208,608		800,610
Doubtful	—		—		—		1		—		25		1		27
Total commercial non-mortgage	3,004,942		2,109,410		3,212,637		1,243,765		609,387		1,279,538		6,578,263		18,037,942
Current period gross write-offs	—		11,894		45,308		10,668		3,842		3,385		15,169		90,266
Asset-based:
Risk rating:
Pass	1,250		11,684		—		—		—		20,255		1,132,901		1,166,090
Special mention	—		—		—		—		—		5,226		90,372		95,598
Substandard	—		2,562		—		—		—		1,239		138,518		142,319
Total asset-based	1,250		14,246		—		—		—		26,720		1,361,791		1,404,007
Current period gross write-offs	—		—		—		—		—		—		6,091		6,091
Commercial real estate:
Risk rating:
Pass	1,867,468		2,334,965		3,186,098		1,462,814		944,367		3,465,817		197,998		13,459,527
Special mention	—		12,809		175,252		37,307		37,469		64,483		—		327,320
Substandard	—		131,108		69,829		121,139		112,582		262,079		8,852		705,589

Total commercial real estate	1,867,468		2,478,882		3,431,179		1,621,260		1,094,418		3,792,379		206,850		14,492,436
Current period gross write-offs	—		854		1,244		1,579		15,477		22,674		—		41,828
Multi-family:
Risk rating:
Pass	582,363		1,394,855		1,314,395		862,273		245,802		2,179,207		16,991		6,595,886
Special mention	—		14,365		93,396		18,790		70,908		8,588		—		206,047
Substandard	—		—		16,761		27,102		26,720		26,084		—		96,667
Total multi-family	582,363		1,409,220		1,424,552		908,165		343,430		2,213,879		16,991		6,898,600
Current period gross write-offs	—		—		—		4,955		6,264		11,678		—		22,897
Equipment financing:
Risk rating:
Pass	382,783		242,440		207,081		126,399		83,838		124,910		—		1,167,451
Special mention	1,298		231		—		55		—		—		—		1,584
Substandard	572		16,228		18,341		16,970		5,514		8,356		—		65,981
Total equipment financing	384,653		258,899		225,422		143,424		89,352		133,266		—		1,235,016
Current period gross write-offs	—		5,146		1,705		52		—		3,475		—		10,378



Total commercial portfolio	5,840,676		6,270,657		8,293,790		3,916,614		2,136,587		7,445,782		8,163,895		42,068,001
Current period gross write-offs	$	—	$	17,894	$	48,257	$	17,254	$	25,583	$	41,212	$	21,260	$	171,460

The following tables summarize the amortized cost basis of consumer loans by FICO score and origination year:


	June 30, 2025
(In thousands)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Total
Residential:
Risk rating:
800+	$	191,796	$	501,827	$	298,943	$	919,014	$	1,087,229	$	1,311,324	$	—	$	4,310,133
740-799	401,252		546,890		227,983		531,523		629,765		812,135		—		3,149,548
670-739	97,051		162,365		100,743		297,619		237,615		625,265		—		1,520,658
580-669	6,680		20,747		22,924		53,824		43,214		111,958		—		259,347
579 and below	—		915		3,393		15,653		22,914		49,852		—		92,727
Total residential	696,779		1,232,744		653,986		1,817,633		2,020,737		2,910,534		—		9,332,413
Current period gross write-offs	—		—		—		—		—		15		—		15
Home equity:
Risk rating:
800+	5,930		11,151		25,589		25,595		30,833		70,449		349,518		519,065
740-799	7,838		12,907		18,702		16,799		22,594		40,189		317,213		436,242
670-739	5,352		10,143		12,131		9,648		11,091		32,121		228,224		308,710
580-669	469		1,555		1,898		2,864		2,927		9,883		60,667		80,263
579 and below	152		215		1,457		2,319		573		4,908		31,842		41,466
Total home equity	19,741		35,971		59,777		57,225		68,018		157,550		987,464		1,385,746
Current period gross write-offs	—		50		—		—		—		29		161		240
Other consumer:
Risk rating:
800+	3,318		7,264		317		141		1,725		148		14,477		27,390
740-799	34,320		66,461		466		241		214		231		4,287		106,220
670-739	50,326		93,010		408		236		97		162		18,444		162,683
580-669	1,261		2,242		93		115		31		96		1,093		4,931
579 and below	2		55		77		46		28		36		454		698
Total other consumer	89,227		169,032		1,361		779		2,095		673		38,755		301,922
Current period gross write-offs	1,198		901		8		4		8		27		97		2,243
Total consumer portfolio	805,747		1,437,747		715,124		1,875,637		2,090,850		3,068,757		1,026,219		11,020,081
Current period gross write-offs	$	1,198	$	951	$	8	$	4	$	8	$	71	$	258	$	2,498


	December 31, 2024
(In thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
Residential:
Risk rating:
800+	$	312,771	$	299,006	$	909,109	$	1,097,807	$	433,950	$	956,478	$	—	$	4,009,121
740-799	649,118		258,699		567,545		656,599		235,749		623,989		—		2,991,699
670-739	172,886		123,354		317,373		271,247		80,318		550,252		—		1,515,430
580-669	16,643		13,382		55,507		35,292		16,738		109,240		—		246,802
579 and below	237		2,680		12,617		21,387		3,791		49,905		—		90,617
Total residential	1,151,655		697,121		1,862,151		2,082,332		770,546		2,289,864		—		8,853,669
Current period gross write-offs	—		—		—		—		—		147		—		147
Home equity:
Risk rating:
800+	12,313		25,226		23,512		32,695		22,705		53,844		365,741		536,036
740-799	12,238		21,831		20,718		23,517		10,861		33,703		330,691		453,559
670-739	11,416		14,298		12,732		13,074		6,242		28,638		224,449		310,849
580-669	1,755		2,570		1,685		2,172		754		9,471		67,745		86,152
579 and below	58		799		2,401		726		429		4,254		32,429		41,096
Total home equity	37,780		64,724		61,048		72,184		40,991		129,910		1,021,055		1,427,692
Current period gross write-offs	—		—		—		—		2		444		351		797
Other consumer:
Risk rating:
800+	4,920		312		218		1,765		50		284		31,549		39,098
740-799	45,001		721		301		165		124		266		3,550		50,128
670-739	57,952		432		372		313		220		188		3,349		62,826
580-669	1,417		116		105		69		25		81		1,150		2,963
579 and below	29		93		63		28		9		—		569		791
Total other consumer	109,319		1,674		1,059		2,340		428		819		40,167		155,806
Current period gross write-offs	3,467		17		34		20		113		193		222		4,066
Total consumer portfolio	1,298,754		763,519		1,924,258		2,156,856		811,965		2,420,593		1,061,222		10,437,167
Current period gross write-offs	$	3,467	$	17	$	34	$	20	$	115	$	784	$	573	$	5,010

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.

At June 30, 2025, and December 31, 2024, the carrying amount of collateral dependent loans was $244.8 million and $139.5 million, respectively, for commercial loans and leases, and $28.3 million and $29.1 million, respectively, 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. At June 30, 2025, and December 31, 2024, the collateral value associated with collateral dependent loans and leases was $278.6 million and $200.1 million, respectively.

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.

•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 basis at June 30, 2025, and 2024, of loans modified to borrowers experiencing financial difficulty, disaggregated by class and type of concession granted:


	Three months ended June 30, 2025
							Combination
(Dollars in thousands)	Interest Rate Reduction		Term Extension		Payment Delay		Term Extension & Interest Rate Reduction		Term Extension & Payment Delay		Interest Rate Reduction & Payment Delay		Term Extension, Interest Rate Reduction, & Payment Delay		Total		% of Total Class (2)
Commercial non-mortgage	$	—	$	43,425	$	13,161	$	399	$	51,313	$	—	$	77	$	108,375	0.6	%
Asset-based	—		11,487		—		—		—		—		—		11,487		0.9
Commercial real estate	—		18,978		—		—		—		—		—		18,978		0.1
Multi-family	1,981		6,340		—		—		—		13,241		—		21,562		0.3
Equipment financing	—		3,842		—		—		—		—		—		3,842		0.3


Home equity	—		—		—		26		—		—		—		26		—

Total (1)	$	1,981	$	84,072	$	13,161	$	425	$	51,313	$	13,241	$	77	$	164,270	0.3	%



	Six months ended June 30, 2025
							Combination
(Dollars in thousands)	Interest Rate Reduction		Term Extension		Payment Delay		Term Extension & Interest Rate Reduction		Term Extension & Payment Delay		Interest Rate Reduction & Payment Delay		Term Extension, Interest Rate Reduction, & Payment Delay		Total		% of Total Class (2)
Commercial non-mortgage	$	—	$	84,290	$	13,161	$	506	$	51,313	$	—	$	77	$	149,347	0.8	%
Asset-based	—		11,487		—		—		—		—		—		11,487		0.9
Commercial real estate	—		39,607		512		—		—		—		—		40,119		0.3
Multi-family	1,981		8,034		—		—		—		13,241		—		23,256		0.3
Equipment financing	—		4,032		—		—		—		—		—		4,032		0.3

Residential	—		—		—		891		—		—		—		891		—
Home equity	—		—		—		66		—		—		—		66		—

Total (1)	$	1,981	$	147,450	$	13,673	$	1,463	$	51,313	$	13,241	$	77	$	229,198	0.4	%


	Three months ended June 30, 2024
(Dollars in thousands)		Term Extension		Payment Delay		Combination - Term Extension & Interest Rate Reduction		Total		% of Total Class (2)
Commercial non-mortgage		$	69,182	$	61	$	189	$	69,432	0.4	%
Asset-based		6,150		—		—		6,150		0.4
Commercial real estate		43,974		359		—		44,333		0.3




Home equity		45		—		56		101		—

Total (1)		$	119,351	$	420	$	245	$	120,016	0.2	%



	Six months ended June 30, 2024
(Dollars in thousands)	Interest Rate Reduction		Term Extension		Payment Delay		Combination - Term Extension & Interest Rate Reduction		Total		% of Total Class (2)
Commercial non-mortgage	$	11	$	86,150	$	42,825	$	1,267	$	130,253	0.8	%
Asset-based	—		7,817		—		—		7,817		0.5
Commercial real estate	—		44,474		359		—		44,833		0.3
Multi-family	—		9,481		—		—		9,481		0.1
Equipment financing	—		490		—		—		490		—

Residential	626		—		—		133		759		—
Home equity	—		45		—		121		166		—

Total (1)	$	637	$	148,457	$	43,184	$	1,521	$	193,799	0.4	%

(1)The total amortized cost excludes accrued interest receivable of $0.5 million and $0.3 million for the three months ended June 30, 2025, and 2024, respectively, and $0.6 million and $0.4 million for the six months ended June 30, 2025, and 2024, respectively.

(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 June 30, 2025
			Financial Effect (1)
Interest Rate Reduction:

Multi-family			Reduced weighted average interset rate by 2.0%



Term Extension:
Commercial non-mortgage			Extended term by a weighted average of 1.4 years
Asset-based			Extended term by a weighted average of 1.0 year
Commercial real estate			Extended term by a weighted average of 0.4 years
Multi-family			Extended term by a weighted average of 3.0 years
Equipment financing			Extended term by a weighted average of 1.8 years


Payment Delay:
Commercial non-mortgage			Provided payment deferrals for a weighted average of 2.4 years









Combination - Term Extension & Payment Delay:
Commercial non-mortgage			Extended term by a weighted average of 0.3 years and provided payment deferrals for a weighted average of 0.5 years



Combination - Interest Rate Reduction & Payment Delay
Multi-family			Reduced weighted average interest rate by 2.0% and provided payment deferrals for a weighted average of 0.8 years



			Six months ended June 30, 2025
			Financial Effect (1)
Interest Rate Reduction:

Multi-family			Reduced weighted average interest rate by 2.0%



Term Extension:
Commercial non-mortgage			Extended term by a weighted average of 1.3 years
Asset-based			Extended term by a weighted average of 1.0 year
Commercial real estate			Extended term by a weighted average of 0.7 years
Multi-family			Extended term by a weighted average of 2.5 years
Equipment financing			Extended term by a weighted average of 1.8 years


Payment Delay:
Commercial non-mortgage			Provided payment deferrals for a weighted average of 2.4 years










Combination - Term Extension & Payment Delay:
Commercial non-mortgage			Extended term by a weighted average of 0.3 years and provided payment deferrals for a weighted average of 0.5 years



Combination - Interest Rate Reduction & Payment Delay:
Multi-family			Reduced weighted average interest rate by 2.0% and provided payment deferrals for a weighted average of 0.8 years


			Three months ended June 30, 2024
			Financial Effect (1)




Term Extension:
Commercial non-mortgage			Extended term by a weighted average of 0.6 years
Asset-based			Extended term by a weighted average of 0.5 years
Commercial real estate			Extended term by a weighted average of 1.1 years



			Six months ended June 30, 2024
			Financial Effect (1)





Term Extension:
Commercial non-mortgage			Extended term by a weighted average of 0.6 years
Asset-based			Extended term by a weighted average of 0.5 years
Commercial real estate			Extended term by a weighted average of 1.1 years
Multi-family			Extended term by a weighted average of 1.4 years


Payment Delay:
Commercial non-mortgage			Provided partial payment deferrals for a weighted average of 0.5 years

(1)Certain disclosures related to financial effects of modifications do not include those deemed to be immaterial.

The Company closely monitors the performance of the loans that are modified to 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 June 30, 2025 and June 30, 2024:


	June 30, 2025
(In thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Non-Accrual		Total
Commercial non-mortgage	$	77,346	$	3,819	$	—	$	—	$	144,026	$	225,191
Asset-based	11,487		—		—		—		15,000		26,487
Commercial real estate	85,027		—		—		—		7,771		92,798
Multi-family	21,275		—		—		—		1,981		23,256
Equipment financing	4,032		—		99		—		—		4,131

Residential	776		—		—		—		998		1,774
Home equity	583		—		—		—		215		798

Total	$	200,526	$	3,819	$	99	$	—	$	169,991	$	374,435

	June 30, 2024
(In thousands)	Current		30-59 Days Past Due		60-89 Days Past Due		90 or More Days Past Due		Non-Accrual		Total
Commercial non-mortgage	$	53,156	$	1,375	$	—	$	—	$	120,775	$	175,306
Asset-based	12,817		—		—		—		—		12,817
Commercial real estate	38,327		—		—		—		23,613		61,940
Multi-family	—		—		—		—		9,481		9,481
Equipment financing	196		—		—		—		581		777

Residential	268		—		—		—		626		894
Home equity	350		—		—		—		120		470

Total	$	105,114	$	1,375	$	—	$	—	$	155,196	$	261,685

There were $15.0 million of asset-based loans that had been modified in the form of term extensions with borrowers experiencing financial difficulty in the 12 months preceding June 30, 2025, that had a payment default during the three and six months ended June 30, 2025.

Loans that had been modified with borrowers experiencing financial difficulty in the 12 months preceding June 30, 2024, that had a payment default during the three months ended June 30, 2024, were not significant. There were $17.8 million of commercial non-mortgage loans that had been modified in the form of term extensions with borrowers experiencing financial difficulty in the 12 months preceding June 30, 2024, that had a payment default during the six months ended June 30, 2024. These loans were re-modified again in the form of term extensions during the three months ended June 30, 2024.

For the purposes 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.

Note 5: Goodwill and Other Intangible Assets

Goodwill

The following table summarizes changes in the carrying amount of goodwill:


(In thousands)	June 30, 2025		December 31, 2024
Balance, beginning of period	$	2,868,068	$	2,631,465
Ametros acquisition (1)	—		236,603
Balance, end of period	$	2,868,068	$	2,868,068

(1)Reflects the $228.2 million of goodwill recorded in connection with the Ametros acquisition in January 2024, and $8.4 million of other adjustments. The allocation of the purchase price and goodwill calculation for the Ametros acquisition was considered final as of December 31, 2024.

Information regarding goodwill by reportable segment can be found within Note 15: Segment Reporting.

Other Intangible Assets

The following table summarizes other intangible assets:


	June 30, 2025						December 31, 2024
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Core deposits	$	328,837	$	87,585	$	241,252	$	328,837	$	76,795	$	252,042
Customer relationships	122,063		53,716		68,347		122,063		47,186		74,877
Non-competition agreement	4,000		2,000		2,000		4,000		1,600		2,400
Trade name	6,100		1,728		4,372		6,100		1,118		4,982
Total other intangible assets	$	461,000	$	145,029	$	315,971	$	461,000	$	126,699	$	334,301

The remaining estimated aggregate future amortization expense for other intangible assets is as follows:


(In thousands)	June 30, 2025
Remainder of 2025	$	17,721
2026	34,083
2027	33,033
2028	30,162
2029	28,289
Thereafter	172,683

Note 6: Deposits

The following table summarizes deposits by type:


(In thousands)	June 30, 2025		December 31, 2024
Non-interest-bearing:
Demand	$	10,345,761	$	10,316,501
Interest-bearing:
Checking	9,933,392		9,834,790
Health savings accounts	9,064,935		8,951,031
Money market	21,679,493		20,433,250
Savings	7,370,959		6,982,554
Time deposits	7,919,885		8,234,954
Total interest-bearing	$	55,968,664	$	54,436,579
Total deposits	$	66,314,425	$	64,753,080

Time deposits, money market, and interest-bearing checking obtained through brokers (1)	$	2,624,835	$	3,181,298
Aggregate amount of time deposit accounts that exceeded the FDIC limit (2)	1,465,572		1,407,077
Deposit overdrafts reclassified as loan balances	5,064		7,146

(1)Excludes money market deposits received through interSYNC of $8.7 billion at June 30, 2025, and $7.3 billion at December 31, 2024.

(2)Excludes an aggregate amount of time deposit accounts that were at the FDIC limit of $19.3 million at June 30, 2025, and $16.8 million at December 31, 2024.

The following table summarizes the scheduled maturities of time deposits:


(In thousands)	June 30, 2025
Remainder of 2025	$	5,946,812
2026	1,876,195
2027	38,286
2028	20,127
2029	17,969
Thereafter	20,496
Total time deposits	$	7,919,885

Note 7: Borrowings

Securities Sold Under Agreements to Repurchase and Federal Funds Purchased

The following table summarizes securities sold under agreements to repurchase and federal funds purchased:


	June 30, 2025				December 31, 2024
(Dollars in thousands)	Total Outstanding		Rate		Total Outstanding		Rate



Securities sold under agreements to repurchase (1)	$	372,806	3.66	%	$	344,168	2.98	%


Securities sold under agreements to repurchase and federal funds purchased (2)	$	372,806	3.66	%	$	344,168	2.98	%

(1)Securities sold under agreements to repurchase have an original maturity date of one year or less for the periods presented.

(2)There were no outstanding federal funds purchased at June 30, 2025, and December 31, 2024.

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 June 30, 2025, and December 31, 2024, since only liabilities are outstanding. Agency MBS securities, which had an aggregate market value of $389.4 million and $358.4 million at June 30, 2025, and December 31, 2024, respectively, 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:


	June 30, 2025
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Liabilities Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position

(In thousands)							Financial Instruments (1)		Cash Collateral Pledged		Net Amount
Repurchase agreements	$	302,306	$	—	$	302,306	$	302,306	$	—	$	—

	December 31, 2024
	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Liabilities Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position

(In thousands)							Financial Instruments (1)		Cash Collateral Pledged		Net Amount
Repurchase agreements	$	209,961	$	—	$	209,961	$	209,961	$	—	$	—

(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 June 30, 2025, and December 31, 2024, Agency MBS with a carrying amount of $315.1 million and $220.6 million, respectively, were pledged as collateral against such securities sold under agreements to repurchase, resulting in excess collateral positions of $12.8 million and $10.6 million, respectively.

FHLB Advances

The following table summarizes information for FHLB advances:


	June 30, 2025				December 31, 2024
(Dollars in thousands)	Total Outstanding		Weighted- Average Contractual Coupon Rate		Total Outstanding		Weighted- Average Contractual Coupon Rate
Maturing within 1 year	$	3,330,000	4.49	%	$	2,100,000	4.50	%
After 1 but within 2 years	—		—		—		—
After 2 but within 3 years	417		1.37		218		—
After 3 but within 4 years	—		—		215		2.75
After 4 but within 5 years	629		1.75		642		1.75
After 5 years	8,868		2.02		9,033		2.02
Total FHLB advances	$	3,339,914	4.48	%	$	2,110,108	4.49	%

Aggregate market value of assets pledged as collateral	$	16,530,103			$	16,581,133
Remaining borrowing capacity at FHLB	7,557,549				8,670,348

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 June 30, 2025, and December 31, 2024.

Long-term Debt

The following table summarizes long-term debt:


(Dollars in thousands)		June 30, 2025		December 31, 2024
4.100%	Senior fixed-rate notes due March 25, 2029 (1)	$	320,074	$	322,751
Subordinated floating-rate notes due December 30, 2029 (2)		274,000		274,000
3.875%	Subordinated fixed-to-floating rate notes due November 1, 2030	225,000		225,000
Junior subordinated debt Webster Statutory Trust I floating-rate notes due September 17, 2033 (3)		77,320		77,320
Total senior and subordinated debt		896,394		899,071
Discount on senior fixed-rate notes		(373)		(423)
Debt issuance cost on senior fixed-rate notes		(1,003)		(1,137)
Premium on subordinated fixed-to-floating rate notes		10,616		11,674
Long-term debt (4)		$	905,634	$	909,185

(1)The Company de-designated its fair value hedging relationship on these senior fixed-rate notes in 2020. A basis adjustment of $20.1 million and $22.8 million at June 30, 2025, and December 31, 2024, respectively, 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 2029 subordinated floating-rate notes varies quarterly based on 3-month term SOFR plus 253 basis points, which yielded 6.82% at June 30, 2025, and 6.84% at December 31, 2024.

(3)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 7.52% at June 30, 2025, and 7.56% at December 31, 2024.

(4)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 11: 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, 2024.

Note 8: Stockholders’ Equity

The following table summarizes the changes in shares of preferred and common stock issued and common stock held as treasury shares:


	Preferred Stock Series F Issued	Preferred Stock Series G Issued	Common Stock Issued	Treasury Stock Held	Common Stock Outstanding
Balance at March 31, 2025	6,000	135,000	182,778,045	14,183,769	168,594,276
Stock compensation plan activity (1)	—	—	—	(9,501)	9,501

Common stock repurchase program	—	—	—	1,520,514	(1,520,514)
Balance at June 30, 2025	6,000	135,000	182,778,045	15,694,782	167,083,263

Balance at March 31, 2024	6,000	135,000	182,778,045	10,314,159	172,463,886
Stock compensation plan activity (1)	—	—	—	87,634	(87,634)

Common stock repurchase program	—	—	—	974,365	(974,365)
Balance at June 30, 2024	6,000	135,000	182,778,045	11,376,158	171,401,887


	Preferred Stock Series F Issued	Preferred Stock Series G Issued	Common Stock Issued	Treasury Stock Held	Common Stock Outstanding
Balance at December 31, 2024	6,000	135,000	182,778,045	11,386,920	171,391,125
Stock compensation plan activity (1)	—	—	—	(782,106)	782,106

Common stock repurchase program	—	—	—	5,089,968	(5,089,968)
Balance at June 30, 2025	6,000	135,000	182,778,045	15,694,782	167,083,263

Balance at December 31, 2023	6,000	135,000	182,778,045	10,756,089	172,021,956
Stock compensation plan activity (1)	—	—	—	(788,357)	788,357

Common stock repurchase program	—	—	—	1,408,426	(1,408,426)
Balance at June 30, 2024	6,000	135,000	182,778,045	11,376,158	171,401,887

(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 17,602 and (19,350), in aggregate, during the three months ended June 30 2025, and 2024, respectively, and 1,174,880 and 1,137,889, in aggregate, during the six months ended June 30, 2025, and 2024, respectively; less (ii) common shares acquired outside of the Company’s common stock repurchase program related to stock compensation plan activity of 8,101 and 68,284 during the three months ended June 30, 2025, and 2024, respectively, and 392,774 and 349,532 during the six months ended June 30, 2025, and 2024, respectively.

Common Stock Repurchase Program

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. During the three and six months ended June 30, 2025, the Company repurchased 1,520,514 and 5,089,968 shares, respectively, under the repurchase program at a weighted-average price of $51.70 and $51.00 per share, respectively, totaling $78.6 million and $259.6 million, respectively. At June 30, 2025, the Company’s remaining repurchase authority was $668.4 million.

Preferred Stock

Information regarding the Company’s preferred stock can be found within Note 12: 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, 2024.

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 June 30, 2025								Six months ended June 30, 2025
(In thousands)	Investment Securities Available- for-Sale		Derivative Financial Instruments		Defined Benefit Pension and Other Postretirement Benefit Plans		Total		Investment Securities Available-for-Sale		Derivative Financial Instruments		Defined Benefit Pension and Other Postretirement Benefit Plans		Total
Balance, beginning of period	$	(423,737)	$	524	$	(26,188)	$	(449,401)	$	(520,318)	$	(9,600)	$	(26,465)	$	(556,383)
Other comprehensive income before reclassifications	8,858		44		—		8,902		105,824		7,796		—		113,620
Amounts reclassified from accumulated other comprehensive (loss) income	—		1,960		277		2,237		(385)		4,332		554		4,501
Other comprehensive income, net of tax	8,858		2,004		277		11,139		105,439		12,128		554		118,121
Balance, end of period	$	(414,879)	$	2,528	$	(25,911)	$	(438,262)	$	(414,879)	$	2,528	$	(25,911)	$	(438,262)


	Three months ended June 30, 2024								Six months ended June 30, 2024
(In thousands)	Investment Securities Available- for-Sale		Derivative Financial Instruments		Defined Benefit Pension and Other Postretirement Benefit Plans		Total		Investment Securities Available-for-Sale		Derivative Financial Instruments		Defined Benefit Pension and Other Postretirement Benefit Plans		Total
Balance, beginning of period	$	(553,721)	$	(32,858)	$	(29,522)	$	(616,101)	$	(517,450)	$	(2,869)	$	(30,252)	$	(550,571)
Other comprehensive (loss) before reclassifications	(43,970)		(10,243)		(858)		(55,071)		(86,560)		(48,181)		(607)		(135,348)
Amounts reclassified from accumulated other comprehensive (loss)	34,161		8,633		479		43,273		40,480		16,582		958		58,020
Other comprehensive (loss) income, net of tax	(9,809)		(1,610)		(379)		(11,798)		(46,080)		(31,599)		351		(77,328)
Balance, end of period	$	(563,530)	$	(34,468)	$	(29,901)	$	(627,899)	$	(563,530)	$	(34,468)	$	(29,901)	$	(627,899)

The following table further summarizes the amounts reclassified from accumulated other comprehensive (loss):


Accumulated Other Comprehensive (Loss) Components	Three months ended				Six months ended				Associated Line Item on the Condensed Consolidated Statements of Income
	June 30,				June 30,
	2025		2024		2025		2024
(In thousands)
Investment securities available-for-sale:
Net unrealized gains (losses) (1)	$	—	$	(46,496)	$	528	$	(55,183)	Non-interest income (2)


Tax benefit	—		12,335		(143)		14,703		Income tax expense
Net of tax	$	—	$	(34,161)	$	385	$	(40,480)
Derivative financial instruments:
Interest payments (3)	$	(2,689)	$	(11,630)	$	(5,944)	$	(22,122)	Interest and fees on loans and leases
Hedge terminations	—		—		—		(34)		Long-term debt interest expense
Premium amortization	—		(217)		—		(489)		Interest and fees on loans and leases
Tax benefit	729		3,214		1,612		6,063		Income tax expense
Net of tax	$	(1,960)	$	(8,633)	$	(4,332)	$	(16,582)
Defined benefit pension and other postretirement benefit plans:
Actuarial net loss amortization	$	(380)	$	(658)	$	(760)	$	(1,315)	Other expense

Tax benefit	103		179		206		357		Income tax expense
Net of tax	$	(277)	$	(479)	$	(554)	$	(958)

(1)Reclassification adjustments for net unrealized gains (losses) on investment securities available-for-sale that were sold during the reporting period are determined by reference to the unrealized gain or loss reported in the previous reporting period.

(2)Gains and losses realized on sale 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. Additional information regarding the presentation of gains and losses realized on sale of investment securities available-for-sale for the three and six months ended June 30, 2025, and 2024, respectively, can be found within Note 3: Investment Securities.

(3)Over the next 12 months, an estimated $0.3 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.

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 banking 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 (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 Basel III 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 Capital, 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.

At June 30, 2025, and December 31, 2024, both the Company and the Bank were classified as “well-capitalized.”

The following tables provides information on the capital ratios for the Company and the Bank:


	June 30, 2025
	Actual				Minimum Requirement				Well Capitalized
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio










Webster Financial Corporation
CET1 Risk-Based Capital	$	6,406,260	11.35	%	$	2,539,270	4.5	%	$	3,667,835	6.5	%
Tier 1 Risk-Based Capital	6,690,239		11.86		3,385,694		6.0		4,514,258		8.0
Total Risk-Based Capital	7,927,728		14.05		4,514,258		8.0		5,642,823		10.0
Tier 1 Leverage Capital	6,690,239		8.57		3,121,275		4.0		3,901,593		5.0
Webster Bank
CET1 Risk-Based Capital	$	7,076,737	12.55	%	$	2,538,304	4.5	%	$	3,666,439	6.5	%
Tier 1 Risk-Based Capital	7,076,737		12.55		3,384,405		6.0		4,512,540		8.0
Total Risk-Based Capital	7,782,131		13.80		4,512,540		8.0		5,640,675		10.0
Tier 1 Leverage Capital	7,076,737		9.08		3,118,568		4.0		3,898,210		5.0


	December 31, 2024
	Actual (1)				Minimum Requirement				Well Capitalized
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Webster Financial Corporation
CET1 Risk-Based Capital	$	6,318,876	11.54	%	$	2,464,542	4.5	%	$	3,559,895	6.5	%
Tier 1 Risk-Based Capital	6,602,855		12.06		3,286,057		6.0		4,381,409		8.0
Total Risk-Based Capital	7,800,717		14.24		4,381,409		8.0		5,476,761		10.0
Tier 1 Leverage Capital	6,602,855		8.70		3,034,369		4.0		3,792,961		5.0
Webster Bank
CET1 Risk-Based Capital	$	6,847,474	12.53	%	$	2,460,031	4.5	%	$	3,553,378	6.5	%
Tier 1 Risk-Based Capital	6,847,474		12.53		3,280,042		6.0		4,373,389		8.0
Total Risk-Based Capital	7,512,143		13.74		4,373,389		8.0		5,466,736		10.0
Tier 1 Leverage Capital	6,847,474		9.04		3,031,190		4.0		3,788,988		5.0

Dividend Restrictions

The Holding 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 Holding Company dividends of $200.0 million and $300.0 million for the three and six months ended June 30, 2025, respectively, and $125.0 million and $300.0 million for the three and six months ended June 30, 2024, respectively, for which no express approval from the OCC was required.

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.

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, 2024.

Consolidated

Rabbi Trusts. The Company established a Rabbi Trust to meet its obligations due under the Webster Bank Deferred Compensation Plan for Directors and Officers. The funding of the Rabbi Trust and the discontinuation of the Webster Bank Deferred Compensation Plan for Directors and Officers occurred during 2012. In connection with its merger with Sterling Bancorp in 2022, the Company acquired assets held in a separate Rabbi Trust that was previously established to fund obligations due under the Greater New York Savings Bank Directors’ Retirement 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 Rabbi Trusts’ assets are included in Accrued interest receivable and other assets on the accompanying Condensed Consolidated Balance Sheets. Investment earnings and any changes in fair value are included in Other income on the accompanying Condensed Consolidated Statements of Income. Additional information regarding the Rabbi Trusts’ investments 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 not only to 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)	June 30, 2025		December 31, 2024
Gross investment in LIHTC investments	$	1,538,516	$	1,439,461
Accumulated amortization	(288,773)		(222,101)
Net investment in LIHTC investments	$	1,249,743	$	1,217,360

Unfunded commitments for LIHTC investments	$	700,153	$	720,890

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. During the six months ended June 30, 2025, and 2024, there were $99.1 million and $212.0 million of commitments approved to fund LIHTC investments, respectively.

The following table summarizes the amount of income tax credits and 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 June 30,				Six months ended June 30,
(In thousands)	2025		2024		2025		2024
Income tax credits and other income tax benefits from LIHTC investments	$	(40,093)	$	(27,182)	$	(81,799)	$	(55,206)
Investment amortization from LIHTC investments	34,611		21,836		66,672		42,249

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 11: 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, 2024.

Multi-family Securitization Trusts. The Company completed a multi-family securitization in the third quarter of 2024. Additional information regarding this multi-family securitization can be found within Note 5: Transfers and Servicing of Financial Assets 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, 2024. 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.

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.

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 $237.2 million and $216.5 million at June 30, 2025, and December 31, 2024, respectively, 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 $352.7 million and $332.8 million, respectively. Additional information regarding other non-marketable investments can be found within Note 14: Fair Value Measurements.

Note 12: Earnings Per Common Share

The following table summarizes the calculation of basic and diluted earnings per common share:


	Three months ended June 30,				Six months ended June 30,
(In thousands, except per share data)	2025		2024		2025		2024
Net income	$	258,848	$	181,633	$	485,765	$	397,956
Less: Preferred stock dividends	4,162		4,162		8,325		8,325

Income allocated to participating securities	2,991		1,977		5,361		4,090
Net income applicable to common stockholders	$	251,695	$	175,494	$	472,079	$	385,541

Weighted-average common shares outstanding - basic	165,884		169,675		167,524		170,061
Add: Effect of dilutive stock options and restricted stock	247		262		329		290
Weighted-average common shares - diluted	166,131		169,937		167,853		170,351

Earnings per common share - basic	$	1.52	$	1.03	$	2.82	$	2.27
Earnings per common share - diluted	1.52		1.03		2.81		2.26

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, restricted stock, performance-based restricted 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 147,168 and zero for the three and six months ended June 30, 2025, and respectively, and 80,115 and zero for the three and six months ended June 30, 2024, respectively. Additional information regarding stock awards under the Company’s stock incentive plan can be found within Note 20: Share-Based 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, 2024.

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 2.4 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:


	June 30, 2025
	Asset Derivatives				Liability Derivatives
(In thousands)	Notional Amounts		Fair Value		Notional Amounts		Fair Value
Designated in hedge relationships:
Interest rate derivatives (1)	$	3,500,000	$	5,666	$	1,750,000	$	1,475
Not designated in hedge relationships:
Interest rate derivatives (1)	8,495,135		241,293		9,406,550		240,723
Mortgage banking derivatives	364		3		—		—
Other (2)	279,668		593		788,112		1,589
Total not designated as hedging instruments	8,775,167		241,889		10,194,662		242,312
Gross derivative instruments, before netting	$	12,275,167	247,555		$	11,944,662	243,787
Less: Master netting agreements			59,898				59,898
Cash collateral pledged			114,607				15,860
Total derivative instruments, after netting			$	73,050			$	168,029

	December 31, 2024
	Asset Derivatives				Liability Derivatives
(In thousands)	Notional Amounts		Fair Value		Notional Amounts		Fair Value
Designated in hedge relationships:
Interest rate derivatives (1)	$	750,000	$	719	$	4,250,000	$	13,169
Not designated in hedge relationships:
Interest rate derivatives (1)	8,693,493		300,120		8,728,767		298,296
Mortgage banking derivatives	584		3		—		—
Other (2)	337,370		1,300		833,449		96
Total not designated as hedging instruments	9,031,447		301,423		9,562,216		298,392
Gross derivative instruments, before netting	$	9,781,447	302,142		$	13,812,216	311,561
Less: Master netting agreements			31,881				31,881
Cash collateral pledged			251,212				80
Total derivative instruments, after netting			$	19,049			$	279,600

(1)The notional amount of interest rate swaps that were centrally-cleared through clearing housings was $68.1 million at June 30, 2025, and $71.1 million at December 31, 2024, for asset derivatives, and $4.2 million at June 30, 2025 and zero at December 31, 2024, 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.

(2)Other derivatives not designated in hedge relationships include foreign currency forward contracts related to lending arrangements, a Visa equity swap transaction, and risk participation agreements. Notional amounts of risk participation agreements were $265.4 million at June 30, 2025, and $294.5 million at December 31, 2024, for asset derivatives, and $712.6 million at June 30, 2025, and $796.6 million at December 31, 2024, for liability derivatives, all of which had immaterial related fair values.

The following tables represent the off-setting derivative financial instruments that are subject to master netting agreements:


	June 30, 2025
	Gross Amounts of Recognized Assets/Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets/Liabilities Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position

(In thousands)							Financial Instruments		Cash Collateral Pledged		Net Amount
Asset derivatives	$	174,505	$	59,898	$	114,607	$	—	$	114,607	$	—
Liability derivatives	76,369		59,898		16,471		—		15,860		611

	December 31, 2024
	Gross Amounts of Recognized Assets/Liabilities		Gross Amounts Offset in the Statement of Financial Position		Net Amounts of Assets/Liabilities Presented in the Statement of Financial Position		Gross Amounts Not Offset in the Statement of Financial Position

(In thousands)							Financial Instruments		Cash Collateral Pledged		Net Amount
Asset derivatives	$	283,185	$	31,881	$	251,304	$	—	$	251,212	$	92
Liability derivatives	32,218		31,881		337		—		80		257

Derivative Activity

The following table summarizes the income statement effect of derivatives designated in hedge relationships:


	Recognized in	Three months ended June 30,				Six months ended June 30,
(In thousands)	Net Interest Income	2025		2024		2025		2024
Fair value hedges:
Interest rate derivatives	Deposits interest expense	$	—	$	—	$	—	$	(1,320)

Net recognized on fair value hedges (1)		$	—	$	—	$	—	$	1,320
Cash flow hedges:
Interest rate derivatives	Long-term debt interest expense	$	—	$	—	$	—	$	34
Interest rate derivatives	Interest and fees on loans and leases	(2,689)		(11,847)		(5,944)		(22,611)
Net recognized on cash flow hedges (2)		$	(2,689)	$	(11,847)	$	(5,944)	$	(22,645)

(1)The Company de-designated its fair value hedging relationship on $400.0 million of deposits, which pertained to a portion of Ametros’ member deposits, in 2023. The $1.3 million basis adjustment included in the carrying amount of deposits at December 31, 2023, was recognized in interest expense in January 2024 upon the acquisition of Ametros.

(2)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 in	Three months ended June 30,				Six months ended June 30,
(In thousands)	Non-interest Income	2025		2024		2025		2024
Interest rate derivatives	Other income	$	896	$	(1,734)	$	(1,928)	$	(444)
Mortgage banking derivatives	Other income	(14)		(8)		(1)		(30)
Other	Other income	(4,020)		659		(5,007)		1,936
Total not designated as hedging instruments		$	(3,138)	$	(1,083)	$	(6,936)	$	1,462

Derivative Exposure. At June 30, 2025, the Company had $121.6 million of cash collateral received and $16.4 million of cash collateral posted included in Cash and due from banks on the accompanying Condensed Consolidated Balance Sheets. In addition, the Company had $2.2 million in initial margin posted at clearing houses. 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. Current net credit exposure relating to derivatives with the Bank’s customers was $73.0 million at June 30, 2025. In addition, the Company monitors potential future exposure, representing its best estimate of exposure to remaining contractual maturity. The potential future exposure relating to derivatives with the Bank’s customers totaled $105.3 million at June 30, 2025. The Company has incorporated a credit valuation adjustment (contra-liability) to reflect non-performance risk in the fair value measurement of its derivatives, which totaled $4.3 million and $7.6 million at June 30, 2025, and December 31, 2024, respectively. Various factors impact changes in the valuation adjustment over time, such as changes in the credit spreads of the contracted parties, and changes in market rates and volatilities, which affect the total expected exposure of the derivative instruments.

Additional information regarding the Company’s accounting policies for derivatives 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, 2024.

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 investment 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 prepayments speeds, credit information, and the respective terms and conditions for 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, Municipal bonds and notes, Agency CMO, Agency MBS, Agency CMBS, 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 itself and 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. At June 30, 2025, and December 31, 2024, these credit valuation adjustments were not considered significant to the overall fair value of the Company’s derivative financial instruments.

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 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.

The following table compares the fair value to the UPB of residential mortgage loans originated for sale:


	June 30, 2025						December 31, 2024
(In thousands)	Fair Value		UPB		Difference		Fair Value		UPB		Difference
Originated loans held for sale	$	75	$	75	$	—	$	297	$	283	$	14

Rabbi Trust Investments. Investments held in each of the Company’s Rabbi Trusts 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, the Rabbi Trusts’ investments are classified within Level 1 of the fair value hierarchy. At June 30, 2025, and December 31, 2024, the total cost basis of the investments held in the Rabbi Trusts was $9.5 million and $9.2 million, respectively.

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. During the second quarter of 2024, the Company sold its equity investments with a readily determinable fair value for proceeds of $1.2 million. Prior to the sale, these alternative investments experienced total write-ups in fair value of $0.3 million. There were no equity investments with a readily determinable fair value at June 30, 2025, and December 31, 2024.

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. At June 30, 2025, and December 31, 2024, these alternative investments had a total carrying amount of $50.5 million and $43.4 million, respectively, and a remaining unfunded commitment of $38.1 million and $30.1 million, respectively.

Contingent Consideration. The Company recorded contingent consideration at fair value related to two earn-out agreements associated with the acquisition of interLINK Insured Sweep LLC from StoneCastle Partners LLC in January 2023. The terms of the purchase agreement specified that the seller would receive earn-outs based on the ability of the Company to: (i) re-sign the existing broker dealers under contract, and (ii) generate $2.5 billion in new broker dealer deposit programs within three years of the acquisition date. The estimated fair values of the contingent consideration liabilities are measured on a recurring basis and determined using an income approach considering management’s evaluation of the probability of achievement, forecasted achievement date (payment term), and a discount rate equivalent to the cost of debt. These significant inputs, which are the responsibility of management and 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.

The following tables summarize the unobservable inputs used to derive the estimated fair value of the Company’s contingent consideration liabilities (dollars in thousands):

June 30, 2025

Agreement

Maximum Amount

Probability of Achievement

Payment Term
(in years)

Discount Rate

Fair Value

(i) Re-sign broker dealers

207

99.0 %

0.38

6.40 %

182

(ii) Deposit program growth (1) (2)

n/a


	December 31, 2024
Agreement	Maximum Amount		Probability of Achievement	Payment Term (in years)	Discount Rate	Fair Value
(i) Re-sign broker dealers	$	207	99.0 %	0.88	6.40 %	$	182
(ii) Deposit program growth (1) (2)	$	12,500	100.0 %	0.50	6.40 %	$	11,568

(1)During the first quarter of 2025, the Company re-evaluated its estimate of the forecasted achievement date (payment term) for the deposit program growth event earn-out, which resulted in a revised expected achievement date of April 30, 2025, instead of June 30, 2025. This change in estimate resulted in an increase in fair value of $0.9 million.

(2)The Company generated the required $2.5 billion in new broker dealer deposit programs in April 2025, which resulted in the cash payment of $12.5 million on April 22, 2025, to settle its contingent consideration obligation with StoneCastle Partners LLC in accordance with the purchase agreement.

Contingent consideration liabilities are included within Accrued expenses and other liabilities on the accompanying Condensed Consolidated Balance Sheets. Any fair value adjustments to contingent consideration liabilities are included in Other expense 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:


	June 30, 2025
(In thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Available-for-sale securities:

Government agency debentures	$	—	$	192,436	$	—	$	192,436
Municipal bonds and notes	—		103,808		—		103,808
Agency CMO	—		27,113		—		27,113
Agency MBS	—		4,831,605		—		4,831,605
Agency CMBS	—		3,224,198		—		3,224,198
CMBS	—		790,132		—		790,132

Corporate debt	—		403,373		—		403,373
Private label MBS	—		38,364		—		38,364
Other	—		9,325		—		9,325
Total available-for-sale securities	—		9,620,354		—		9,620,354
Gross derivative instruments, before netting (1)	535		247,020		—		247,555
Originated loans held for sale	—		75		—		75
Investments held in Rabbi Trusts	12,900		—		—		12,900

Alternative investments measured at NAV (2)	—		—		—		50,453
Total financial assets	$	13,435	$	9,867,449	$	—	$	9,931,337
Financial Liabilities:
Gross derivative instruments, before netting (1)	$	1,515	$	242,272	$	—	$	243,787
Contingent consideration	—		—		182		182
Total financial liabilities	$	1,515	$	242,272	$	182	$	243,969


	December 31, 2024
(In thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Available-for-sale securities:

Government agency debentures	$	—	$	186,426	$	—	$	186,426
Municipal bonds and notes	—		110,876		—		110,876
Agency CMO	—		29,043		—		29,043
Agency MBS	—		4,519,785		—		4,519,785
Agency CMBS	—		3,034,392		—		3,034,392
CMBS	—		625,388		—		625,388

Corporate debt	—		452,266		—		452,266
Private label MBS	—		39,219		—		39,219
Other	—		9,205		—		9,205
Total available-for-sale securities	—		9,006,600		—		9,006,600
Gross derivative instruments, before netting (1)	1,263		300,879		—		302,142
Originated loans held for sale	—		297		—		297
Investments held in Rabbi Trusts	13,438		—		—		13,438

Alternative investments measured at NAV (2)	—		—		—		43,360
Total financial assets	$	14,701	$	9,307,776	$	—	$	9,365,837
Financial Liabilities:
Gross derivative instruments, before netting (1)	$	43	$	311,518	$	—	$	311,561
Contingent consideration	—		—		11,750		11,750
Total financial liabilities	$	43	$	311,518	$	11,750	$	323,311

(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.

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 minus 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. At June 30, 2025, and December 31, 2024, the carrying amount of these alternative investments was $70.8 million and $61.5 million, respectively, of which $8.2 million and $8.3 million, respectively, were considered to be measured at fair value. During the six months ended June 30, 2025, there were $1.8 million in total write-ups due to observable price changes, and no write-downs due to impairment. Additionally, during the six months ended June 30, 2025, the Company sold alternative investments with a carrying amount of $3.8 million, for which the measurement alternative was elected, for proceeds of $9.5 million, resulting in total gains on sale of $5.7 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. At June 30, 2025, and December 31, 2024, there were $278.3 million and $27.3 million, respectively, of loans on the Condensed Consolidated Balance Sheet, that had been transferred to held for sale.

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. At June 30, 2025, and December 31, 2024, the total carrying value of OREO and repossessed assets was $2.5 million and $0.4 million, respectively. In addition, the amortized cost of consumer loans secured by residential real estate property that were in the process of foreclosure at June 30, 2025, was $10.3 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. 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 for 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 are classified within Level 3 of the fair value hierarchy.

Deposit Liabilities. The fair value of deposit liabilities, which is comprised of demand deposits, interest-bearing checking, savings, health savings, and money market 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 using rates that are currently offered for deposits with similar remaining maturities. Time deposits are classified within Level 2 of the fair value hierarchy.

Securities Sold Under Agreements to Repurchase and Federal Funds Purchased. The fair value of securities sold under agreements to repurchase and federal funds purchased that mature within 90 days approximates their carrying value. The fair value of securities sold under agreements to repurchase and federal funds purchased 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 and federal funds purchased 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 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 of selected financial instruments:


	June 30, 2025				December 31, 2024
(In thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Level 1
Cash and cash equivalents	$	2,993,919	$	2,993,919	$	2,074,434	$	2,074,434
Level 2
Held-to-maturity investment securities, net	8,192,720		7,291,244		8,444,191		7,453,123
Level 3
Loans and leases, net	52,949,913		51,416,732		51,815,602		50,245,305

Liabilities:
Level 2
Deposit liabilities	$	58,394,540	$	58,394,540	$	56,518,126	$	56,518,126
Time deposits	7,919,885		7,895,161		8,234,954		8,211,582
Securities sold under agreements to repurchase and federal funds purchased	372,806		372,858		344,168		344,166
FHLB advances	3,339,914		3,337,057		2,110,108		2,107,790
Long-term debt (1)	905,634		909,945		909,185		860,200

(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.

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 both nationally and regionally 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 & Institutional Lending, Commercial Real Estate, Capital Markets, Capital Finance, and Treasury Management. Its 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 accounts 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 for individuals and families, private clients, and small business owners across 196 banking centers throughout the Northeast. Consumer Banking offers a full suite of deposit, lending, treasury management, and wealth management solutions delivered by experienced relationship managers and financial advisors. Consumer Banking also provides a fully digital banking experience through its mobile banking apps and BrioDirect.

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 gains and losses on sale of investment securities 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 merger-related expenses and other strategic initiatives and restructuring costs, are also generally included in the Corporate and Reconciling category.

Change in Reportable Segments

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.

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:


	June 30, 2025
(In thousands)	Commercial Banking		Healthcare Financial Services		Consumer Banking		Corporate and Reconciling		Consolidated Total
Goodwill	$	1,960,363	$	285,670	$	622,035	$	—	$	2,868,068
Total assets	43,908,431		477,234		13,499,277		24,029,328		81,914,270

	December 31, 2024
(In thousands)	Commercial Banking		Healthcare Financial Services		Consumer Banking		Corporate and Reconciling		Consolidated Total
Goodwill (1)	$	1,960,363	$	285,670	$	622,035	$	—	$	2,868,068
Total assets	43,010,580		488,194		12,932,260		22,594,039		79,025,073

(1)The allocation of the purchase price and goodwill calculation for the Ametros acquisition was considered final at December 31, 2024. The $228.2 million of goodwill recorded related to Ametros was allocated entirely to Healthcare Financial Services.

The following tables present certain income statement information for the Company’s reportable segments:


	Three months ended June 30, 2025
(In thousands)	Commercial Banking		Healthcare Financial Services		Consumer Banking		Totals
Net interest income	$	318,518	$	97,625	$	212,672	$	628,815
Non-interest income	30,628		28,687		24,591		83,906
Total segment revenues	349,146		126,312		237,263		712,721
Reconciliation of revenue:
Corporate and reconciling							3,118
Total consolidated revenues							715,839
Less:
Compensation and benefits	50,807		24,171		37,285
Occupancy (1)	—		—		13,835
Technology and equipment (1)	2,336		7,524		2,917
Marketing	—		—		2,043
Other segment items (1) (2) (3)	55,229		23,758		66,964
Segment pre-tax, pre-provision net revenue	240,774		70,859		114,219		425,852
Reconciliation of pre-tax, pre-provision net revenue:
Corporate and reconciling							(55,727)
Total consolidated pre-tax, pre-provision net revenue							370,125
Total consolidated provision for credit losses							46,500
Total consolidated income before income taxes							323,625

(1)Occupancy and Technology and equipment include, in aggregate, $0.1 million of depreciation expense for Commercial Banking, $1.5 million for Healthcare Financial Services, and $2.4 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 $2.7 million for Commercial Banking, $3.4 million for Healthcare Financial Services, and $1.8 million for Consumer Banking.


	Three months ended June 30, 2024
(In thousands)	Commercial Banking		Healthcare Financial Services		Consumer Banking		Totals
Net interest income	$	337,588	$	91,664	$	202,679	$	631,931
Non-interest income	34,510		27,465		24,392		86,367
Total segment revenues	372,098		119,129		227,071		718,298
Reconciliation of revenue:
Corporate and reconciling							(103,703)
Total consolidated revenues							614,595
Less:
Compensation and benefits	49,904		22,915		36,526
Occupancy (1)	—		—		13,683
Technology and equipment (1)	2,051		8,092		2,331
Marketing	—		—		1,714
Other segment items (1) (2) (3)	52,633		20,260		61,651
Segment pre-tax, pre-provision net revenue	267,510		67,862		111,166		446,538
Reconciliation of pre-tax, pre-provision net revenue:
Corporate and reconciling							(157,964)
Total consolidated pre-tax, pre-provision net revenue							288,574
Total consolidated provision for credit losses							59,000
Total consolidated income before income taxes							229,574

(1)Occupancy and Technology and equipment include, in aggregate, $0.1 million of depreciation expense for Commercial Banking, $1.3 million for Healthcare Financial Services, and $2.3 million for Consumer Banking.

(2)Other segment items for each reportable segment includes:

•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 $1.7 million for Commercial Banking, $3.6 million for Healthcare Financial Services, and $2.1 million for Consumer Banking.



	Six months ended June 30, 2025
(In thousands)	Commercial Banking		Healthcare Financial Services		Consumer Banking		Totals
Net interest income	$	637,641	$	193,986	$	414,736	$	1,246,363
Non-interest income	59,586		58,077		50,795		168,458
Total segment revenues	697,227		252,063		465,531		1,414,821
Reconciliation of revenue:
Corporate and reconciling							5,816
Total consolidated revenues							1,420,637
Less:
Compensation and benefits	102,916		47,508		74,569
Occupancy (1)	—		—		28,183
Technology and equipment (1)	4,447		16,288		5,966
Marketing	—		—		4,025
Other segment items (1) (2) (3)	107,591		47,377		132,957
Segment pre-tax, pre-provision net revenue	482,273		140,890		219,831		842,994
Reconciliation of pre-tax, pre-provision net revenue:
Corporate and reconciling							(111,715)
Total consolidated pre-tax, pre-provision net revenue							731,279
Total consolidated provision for credit losses							124,000
Total consolidated income before income taxes							607,279

(1)Occupancy and Technology and equipment include, in aggregate, $0.1 million of depreciation expense for Commercial Banking, $2.9 million for Healthcare Financial Services, and $5.0 million for Consumer Banking.

(2)Other segment items for each reportable segment includes:

•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 $5.5 million for Commercial Banking, $6.9 million for Healthcare Financial Services, and $3.6 million for Consumer Banking.


	Six months ended June 30, 2024
(In thousands)	Commercial Banking		Healthcare Financial Services		Consumer Banking		Totals
Net interest income	$	679,530	$	177,802	$	408,456	$	1,265,788
Non-interest income	68,790		58,526		58,370		185,686
Total segment revenues	748,320		236,328		466,826		1,451,474
Reconciliation of revenue:
Corporate and reconciling							(169,787)
Total consolidated revenues							1,281,687
Less:
Compensation and benefits	100,662		44,277		73,421
Occupancy (1)	—		—		28,221
Technology and equipment (1)	4,009		16,098		4,759
Marketing	—		—		3,561
Other segment items (1) (2) (3)	106,142		43,019		126,064
Segment pre-tax, pre-provision net revenue	537,507		132,934		230,800		901,241
Reconciliation of pre-tax, pre-provision net revenue:
Corporate and reconciling							(281,498)
Total consolidated pre-tax, pre-provision net revenue							619,743
Total consolidated provision for credit losses							104,500
Total consolidated income before income taxes							515,243

(1)Occupancy and Technology and equipment include, in aggregate, $0.1 million of depreciation expense for Commercial Banking, $2.6 million for Healthcare Financial Services, and $4.6 million for Consumer Banking.

(2)Other segment items for each reportable segment includes:

•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 $4.7 million for Commercial Banking, $6.3 million for Healthcare Financial Services, and $4.3 million for Consumer Banking.

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 June 30, 2025
(In thousands)	Commercial Banking		Healthcare Financial Services		Consumer Banking		Corporate and Reconciling		Consolidated Total
Non-interest Income:
Deposit service fees	$	4,550	$	20,282	$	16,268	$	(166)	$	40,934
Loan and lease related fees (1)	2,520		—		—		—		2,520
Wealth and investment services	3,353		—		4,432		(6)		7,779
Other (2)	—		8,077		416		(296)		8,197
Revenue from contracts with customers	10,423		28,359		21,116		(468)		59,430
Other sources of non-interest income	20,205		328		3,475		11,219		35,227
Total non-interest income	$	30,628	$	28,687	$	24,591	$	10,751	$	94,657



	Three months ended June 30, 2024
(In thousands)	Commercial Banking		Healthcare Financial Services		Consumer Banking		Corporate and Reconciling		Consolidated Total
Non-interest Income:
Deposit service fees	$	5,160	$	20,460	$	15,552	$	(145)	$	41,027
Loan and lease related fees (1)	3,943		—		—		—		3,943
Wealth and investment services	3,208		—		5,354		(6)		8,556
Other (2)	—		7,005		416		887		8,308
Revenue from contracts with customers	12,311		27,465		21,322		736		61,834
Other sources of non-interest income	22,199		—		3,070		(44,805)		(19,536)
Total non-interest income	$	34,510	$	27,465	$	24,392	$	(44,069)	$	42,298



	Six months ended June 30, 2025
(In thousands)	Commercial Banking		Healthcare Financial Services		Consumer Banking		Corporate and Reconciling		Consolidated Total
Non-interest Income:
Deposit service fees	$	9,289	$	39,351	$	31,562	$	(373)	$	79,829
Loan and lease related fees (1)	4,745		—		—		—		4,745
Wealth and investment services	6,669		—		8,910		(11)		15,568
Other (2)	—		18,377		833		856		20,066
Revenue from contracts with customers	20,703		57,728		41,305		472		120,208
Other sources of non-interest income	38,883		349		9,490		18,333		67,055
Total non-interest income	$	59,586	$	58,077	$	50,795	$	18,805	$	187,263

	Six months ended June 30, 2024
(In thousands)	Commercial Banking		Healthcare Financial Services		Consumer Banking		Corporate and Reconciling		Consolidated Total
Non-interest Income:
Deposit service fees	$	11,002	$	42,512	$	30,348	$	(246)	$	83,616
Loan and lease related fees (1)	7,565		—		—		—		7,565
Wealth and investment services	6,386		—		10,105		(11)		16,480
Other (2)	—		16,014		233		1,931		18,178
Revenue from contracts with customers	24,953		58,526		40,686		1,674		125,839
Other sources of non-interest income	43,837		—		17,684		(45,709)		15,812
Total non-interest income	$	68,790	$	58,526	$	58,370	$	(44,035)	$	141,651

(1)A portion of Loan and lease related fees on the Condensed Consolidated Statements of Income is comprised of income generated from factored receivables activities (through the third quarter of 2024 only) and 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. The deposit service fees revenue stream 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. The Company sold its factored receivables loan portfolio, which included the related customer contracts, in the third quarter of 2024. Additional information regarding the Company’s sale of its factored receivables portfolio can be found within Note 5: Transfers and Servicing of Financial Assets 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, 2024. Prior to the completion of that transaction, the Company recognized factored receivables non-interest income from fees earned from accounts receivable management services. The Company factored accounts receivable, with and without recourse, for customers whereby the Company purchased their accounts receivable at a discount and assumed the risk, as applicable, and ownership of the assets through direct cash receipt from the end consumer. Factoring services were performed in exchange for a non-refundable fee at a transaction price based on a percentage of the gross invoice amount of each receivable purchased, subject to a minimum required amount. The performance obligation for factoring services was generally satisfied at a point-in-time when the receivable was assigned to the Company. However, if the commission earned did not meet or exceed the minimum required annual amount, the difference between that and the actual amount was recognized at the end of the contract term. Other fees associated with factoring receivables included wire transfer and technology fees, field examination fees, and Uniform Commercial Code fees, where the performance obligations were satisfied at a point-in-time when the services were rendered. Payment from the customer for factoring services was generally received immediately or within the following month.

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, which could be subject to a hold-back reserve to provide for any balances that are assessed to be at risk of collection. 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 consist 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 acquired 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 into other income ratably over the estimated life expectancy of the member. During the three months ended June 30, 2025, and 2024, and during the six months ended June 30, 2025, and 2024, $0.5 million and $0.4 million, respectively, and $0.9 million and $0.7 million, respectively, of such deferred revenue was recognized in Other income.

Contract Balances and Deferred Costs

Contracts with customers generated accounts receivable, deferred costs, and deferred revenue of $3.6 million, $4.6 million, and $24.0 million, respectively, at June 30, 2025, and $2.7 million, $3.0 million and $22.8 million, respectively at December 31, 2024. All of these balances pertain to contracts with customers from the acquired Ametros business.

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)	June 30, 2025		December 31, 2024
Commitments to extend credit	$	12,285,376	$	11,630,765
Standby letters of credit	608,752		578,912
Commercial letters of credit	27,842		28,287
Total credit-related financial instruments with off-balance sheet risk	$	12,921,970	$	12,237,964

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 collateral. Since the majority of the Company’s commitments typically expire without being 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

An ACL is recorded under the CECL methodology to provide for the unused portion of commitments to lend that are not unconditionally cancellable by the Company. At June 30, 2025, and December 31, 2024, the ACL on unfunded loan commitments was $22.8 million and $22.6 million, respectively.

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.

Federal Deposit Insurance Corporation Special Assessment

On November 29, 2023, the FDIC published a final rule implementing a special assessment for certain banks to recover losses incurred by protecting uninsured depositors of Silicon Valley Bank and Signature Bank upon their failure in March 2023. The special assessment is to be collected for an anticipated total of ten quarterly assessment periods, which began during the second quarter of 2024. At June 30, 2025, and December 31, 2024, the Company’s remaining accrual for its estimated special assessment charge was $28.0 million and $39.8 million, respectively. The FDIC retains the right to cease collection early, extend the special assessment collection period, and impose shortfall special assessments if actual losses exceed the amounts collected. The Company continues 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.

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, except for the sale of a portion of the seed portfolio loans used to launch the joint venture’s operations, as discussed in Note 2: Business Developments, no other significant events were identified requiring recognition or disclosure.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding quantitative and qualitative disclosures about market risk can be found in Part I within Note 13: Derivative Financial Instruments in the Notes to the Condensed Consolidated Financial Statements contained in Item 1. Financial Statements, and 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, 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 June 30, 2025. 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 June 30, 2025, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

During the quarter ended June 30, 2025, we completed the implementation of a new cloud-based general ledger system in order to modernize the technology used in our financial processes. In connection with this implementation, various internal controls were modified, and additional internal controls over financial reporting were established, to ensure the accuracy and integrity of our financial statements.

There were no other 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 June 30, 2025, 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.

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, 2024.

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 June 30, 2025:


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)
April 1, 2025 - April 30, 2025	368,600	$	51.08	366,318	$	728,243,677
May 1, 2025 - May 31, 2025	598,919	52.05		598,257	697,103,607
June 1, 2025 - June 30, 2025	561,096	51.72		555,939	668,350,914
Total	1,528,615	51.70		1,520,514	668,350,914

(1)During the three months ended June 30, 2025, 8,101 of the total number of shares purchased were acquired at market prices outside of the Company’s common stock repurchase program and related to employee share-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 management’s authority to repurchase shares of Webster common stock under the repurchase program by $700.0 million. This existing repurchase program will remain in effect until fully utilized or until modified, superseded, or terminated.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

John Ciulla, our Chairman and Chief Executive Officer, entered into a Rule 10b5-1 trading agreement with a brokerage firm, intended to satisfy the affirmative defense of Rule 10b5-1(c), on April 30, 2025 for trades over a period of time from August 1, 2025 until August 3, 2026, or such earlier time as when 32,000 shares of Webster common stock are sold.

Except as described above, 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 June 30, 2025.

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
3	Certificate of Incorporation and Bylaws
3.1	Fourth Amended and Restated Certificate of Incorporation		10-Q	3.1	8/9/2016
3.2.1	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of Webster Financial Corporation, effective as of April 28, 2023		8-K	3.1	4/28/2023
3.2.2	Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation of Webster Financial Corporation, effective as of January 31, 2022		8-K	3.2	2/1/2022
3.3	Certificate of Designations establishing the rights of the Company's 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock		8-K	3.1	6/11/2008
3.4	Certificate of Designations establishing the rights of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B		8-K	3.1	11/24/2008
3.5	Certificate of Designations establishing the rights of the Company’s Perpetual Participating Preferred Stock, Series C		8-K	3.1	7/31/2009
3.6	Certificate of Designations establishing the rights of the Company’s Non-Voting Perpetual Participating Preferred Stock, Series D		8-K	3.2	7/31/2009
3.7	Certificate of Designations establishing the rights of the Company’s 6.40% Series E Non-Cumulative Perpetual Preferred Stock		8-A12B	3.3	12/4/2012
3.8	Certificate of Designations establishing the rights of the Company’s 5.25% Series F Non-Cumulative Perpetual Preferred Stock		8-A12B	3.3	12/12/2017
3.9	Certificate of Designations establishing the rights of the Company’s 6.50% Series G Non-Cumulative Perpetual Preferred Stock		8-A12B	3.4	2/1/2022
3.10	Bylaws, as amended effective March 15, 2020		8-K	3.1	3/17/2020
3.11	Amendment to Bylaws of Webster Financial Corporation, effective as of January 31, 2022		8-K	3.5	2/1/2022
4.1	Indenture, dated as of December 16, 2019, by and between Sterling Bancorp and U.S. Bank National Association, as trustee		(1)	(1)	(1)
4.2	First Supplemental Indenture, dated as of December 16, 2019, by and between Sterling Bancorp and U.S. Bank National Association, as trustee		(2)	(2)	(2)
4.3	Second Supplemental Indenture, dated as of October 30, 2020, by and between Sterling Bancorp and U.S. Bank National Association as trustee		(3)	(3)	(3)


10.1	Amendment to Change in Control Agreement, dated as of May 7, 2025, by and between Webster Financial Corporation and William Neal Holland		10-Q	10.1	5/9/2025


















10.2	Change in Control Agreement, dated as of July 14, 2025, by and between Webster Financial Corporation and Jason Schugel	X
10.3	Non-Competition Agreement, dated as of July 14, 2025, by and between Webster Financial Corporation and Jason Schugel	X
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer.	X
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer.	X
32.1	Written statement pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer.	X (4)
32.2	Written statement pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer.	X (4)
101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, 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
104	Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)	X

(1)Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by Sterling Bancorp (“Sterling”) on December 16, 2019 (File No. 001-35385). On January 31, 2022, Webster completed its merger with Sterling pursuant to an Agreement and Plan of Merger dated as of April 18, 2021. Pursuant to the merger agreement, Sterling merged with and into Webster, with Webster continuing as the surviving corporation.

(2)Incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by Sterling on December 16, 2019 (File No. 001-35385).

(3)Incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K filed by Sterling on October 30, 2020 (File No. 001-35385).

(4)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.

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: August 11, 2025

By:

/s/ John R. Ciulla

John R. Ciulla

Chairman and Chief Executive Officer

(Principal Executive Officer)

Date: August 11, 2025

By:

/s/ Neal Holland

Neal Holland

Senior Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Date: August 11, 2025

By:

/s/ Albert J. Wang

Albert J. Wang

Executive Vice President and Chief Accounting Officer

(Principal Accounting Officer)

EX-10.2 2 exhibit102jschugelcicagree.htm EX-10.2 Document

EXHIBIT 10.2

CHANGE IN CONTROL AGREEMENT

CHANGE IN CONTROL AGREEMENT, by and between Webster Financial Corporation, a Delaware corporation (the “Company”), and Jason Schugel (“Executive”), dated as of July 14, 2025 (this “Agreement”).

WHEREAS, the Board of Directors of the Company (the “Board”) has determined to offer Executive change-in-control severance protection pursuant to the terms of this Agreement, based on the belief that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) of the Company;

WHEREAS, the Company believes it is imperative to diminish the inevitable distraction of Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide Executive with compensation and benefits arrangements upon a Change in Control that ensure that the compensation and benefits expectations of Executive will be satisfied and are competitive with those of other corporations.

NOW, THEREFORE, it is hereby agreed as follows:

1.Certain Definitions.

(a)“Affiliate” shall mean an entity controlled by, controlling or under common control with another entity.

(b)“Change in Control” shall mean:

(i)An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, or any successor thereto (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (1) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company; (B) any acquisition by the Company; (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (D) any acquisition by any entity pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(b);

(ii)A change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a member of the Board subsequent to the date of this Agreement whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the Incumbent Board;

(iii)The consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries or sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (a “Business Combination”), in each case, unless, following such Business Combination: (A) all or substantially all of the individuals and entities that were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination; and (C) at least a majority of the members of the board of directors (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv)The approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

(c)“Change in Control Period” shall mean the period commencing on the date hereof and ending on December 31, 2025; provided, however, that commencing on January 1, 2026, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unless previously terminated, the Change in Control Period shall be automatically extended so as to terminate on December 31 of the calendar year following the calendar year of the applicable Renewal Date, unless prior to the Renewal Date the Company shall give notice to Executive that the Change in Control Period shall not be so extended, in which case the Change in Control Period shall terminate on December 31 of the calendar year of the applicable Renewal Date.

(d)“Code” shall mean the Internal Revenue Code of 1986, as amended.

(e)“CIC Effective Date” shall mean the first date during the Change in Control Period on which a Change in Control occurs.

2.Employment Period. The Company hereby agrees to continue Executive in its employ, and Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the period commencing on the CIC Effective Date and ending on the second anniversary of such date (the “Employment Period”). The Employment Period shall terminate upon Executive’s termination of employment for any reason.

3.Terms of Employment.

(a)Position and Duties. (i) During the Employment Period, (A) Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all respects with the most significant of those held, exercised and assigned to Executive at any time during the 120-day period immediately preceding the CIC Effective Date, and (B) Executive’s services shall be

performed at the location where Executive was employed immediately preceding the CIC Effective Date or any office or location less than 25 miles from such location.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder, to use Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that, to the extent that any such activities have been conducted by Executive prior to the CIC Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the CIC Effective Date shall not thereafter be deemed to interfere with the performance of Executive’s responsibilities to the Company.

(b)Compensation.

(i)Base Salary. During the Employment Period, Executive shall receive an annual base salary (“Annual Base Salary”), which shall be paid in accordance with the Company’s normal payroll practice, at least equal to the annual base salary paid or payable, including any base salary that has been earned but deferred, to Executive by the Company and its Affiliates as in effect immediately preceding the Effective Date. During the Employment Period, the Annual Base Salary shall be reviewed no more than 12 months after the last salary increase awarded to Executive prior to the Effective Date and thereafter at least annually. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase, and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(ii)Annual Bonus. In addition to Annual Base Salary, Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash with a target annual bonus opportunity at least equal to the target annual bonus opportunity for which Executive was eligible as of immediately prior to the CIC Effective Date under the Webster Bank Corporate Annual Incentive Compensation Plan or any applicable successor plan in effect as of immediately prior to the Effective Date (the amount equal to such target annual bonus opportunity referred to herein as the “Target Annual Bonus”), with the actual earned Annual Bonus, if any, to be determined on a basis no less favorable than that applicable to other senior executives of the Company and its Affiliates. Each such Annual Bonus shall be paid no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Code.

(iii)Long-Term Incentive Awards. During the Employment Period, Executive shall be entitled to participate in all long-term equity- and cash-based incentive plans and programs applicable generally to other peer executives of the Company and its Affiliates. For each fiscal year ending during the Employment Period, Executive shall be awarded annual long-term incentive awards (the “Annual LTI Award”) in respect of the common stock of the Company (or the ultimate parent entity of the Company) or cash incentive awards, in each case on the same basis as other peer executives of the Company, at least equal to the target Annual LTI Award opportunity to which Executive was eligible as of immediately prior to the CIC Effective Date. The terms and conditions (including terms and conditions relating to treatment upon a termination of employment and upon a Change in Control) of the awards granted in respect of such Annual LTI Awards shall be no less favorable than those applicable to other peer executives of the Company and its Affiliates.

(iv)Savings and Retirement Plans. During the Employment Period, Executive shall be entitled to participate in all savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its Affiliates, but in no event shall such plans, practices, policies and programs provide Executive with savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its Affiliates for Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the CIC Effective Date or, if more favorable to Executive, those provided generally at any time after the CIC Effective Date to other peer executives of the Company and its Affiliates.

(v)Welfare and Insurance Benefit Plans. During the Employment Period, Executive and/or Executive’s spouse and dependents, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare and insurance benefit plans, practices, policies and programs provided by the Company and its Affiliates (including medical, prescription, dental, disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and its Affiliates, but in no event shall such plans, practices, policies and programs provide Executive with benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its Affiliates.

(vi)Expenses. During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in accordance with the most favorable policies, practices and procedures of the Company and its Affiliates in effect for Executive at any time during the 120-day period immediately preceding the CIC Effective Date or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates.

(vii)Office and Support Staff. During the Employment Period, Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to Executive by the Company and its Affiliates at any time during the 120-day period immediately preceding the CIC Effective Date or, if more favorable to Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and its Affiliates.

(viii)Vacation. During the Employment Period, Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its Affiliates as in effect for Executive at any time during the 365-day period immediately preceding the CIC Effective Date or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and its Affiliates.

4.Termination of Employment.

(a)Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice in accordance with Section 11(b) of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by Executive (the “Disability Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of Executive from Executive’s duties with the Company on a full-time basis for 180 consecutive business days (or for 180 business days in any consecutive 365 days) as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Executive or Executive’s legal representative.

(b)Cause. The Company may terminate Executive’s employment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” shall mean:

(i)Executive’s conviction of or plea of guilty or nolo contendere to a charge of commission of a felony; or

(ii)the willful engaging by Executive in illegal conduct or gross misconduct in the performance of Executive’s duties to the Company that is materially and demonstrably injurious to the Company.

For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company and its Affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent entity of the Company and is not publicly traded, the board of directors (or, for a non-corporate entity, equivalent governing body) of the ultimate parent of the Company (the “Applicable Board”) or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company and its Affiliates or based upon the advice of counsel for the Company and its Affiliates shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company and its Affiliates. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding Executive if Executive is a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Applicable Board), finding that, in the good-faith opinion of the Applicable Board, Executive is guilty of the conduct described in clause (i) or (ii) above, and specifying the particulars thereof in detail.

(c)Good Reason. Executive’s employment may be terminated during the Employment Period by Executive for Good Reason or by Executive voluntarily without Good Reason. “Good Reason” means actions taken by the Company resulting in a material negative change in the employment relationship. For these purposes, a “material negative change in the employment relationship” shall include:

(i)the assignment to Executive of duties materially inconsistent with Executive’s position (including status, offices, titles and reporting requirements), authority duties or responsibilities as contemplated by Section 3(a), or any other action by the Company and its Affiliates which results in a material diminution in such position (including status, offices, titles and reporting requirements), authority, duties or responsibilities or a material diminution in the budget over which Executive retains authority;

(ii)a material diminution in the authorities, duties or responsibilities of the person to whom Executive is required to report, including, without limitation and where relevant, a requirement that Executive report to an officer or employee other than the Chief Executive Officer of the Company (or if the Company is not the ultimate parent entity, the Chief Executive Officer of the ultimate parent of the Company);

(iii)the failure to provide, in all material respects, or any material reduction of, any element of the compensation and benefits required to be provided to Executive in accordance with any of the provisions of Section 3(b), including any decrease in Executive’s Annual Base Salary;

(iv)a material change (taking into account Executive’s commute as of immediately prior to the Change in Control) in the office or location at which Executive is primarily based from the office or location provided in Section 3(a)(i)(B) hereof, or the Company’s requiring Executive to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date; or

(v)any other action or inaction that constitutes a material breach by the Company of this Agreement, including any failure by the Company to comply with and satisfy Section 10(c).

In order to invoke a termination for Good Reason, Executive shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (v) within 90 days following Executive’s knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may remedy the condition.

If the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, Executive’s “separation from service” (within the meaning of Section 409A of the Code) must occur, if at all, within two years following the initial existence of such condition or conditions in order for such termination as a result of such condition to constitute a termination for Good Reason. Executive’s mental or physical incapacity following the occurrence of an event described above in clauses (i) through (v) shall not affect Executive’s ability to terminate employment for Good Reason, and Executive’s death following delivery of a Notice of Termination for Good Reason shall not affect Executive’s estate’s entitlement to severance payments benefits provided hereunder upon a termination of employment for Good Reason.

(d)Notice of Termination. Any termination of employment by the Company for Cause, or by Executive for Good Reason, shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 11(b). For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the Date of Termination (which date shall be not more than 30 days after the giving of such notice) (subject to the Company’s right to cure in the case of a resignation for Good Reason). The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, respectively, hereunder or preclude Executive or the Company, respectively, from asserting such fact or circumstance in enforcing Executive’s or the Company’s respective rights hereunder.

(e)Date of Termination. “Date of Termination” means (i) if Executive’s employment is terminated by the Company for Cause, or by Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if Executive’s employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies Executive of such termination, (iii) if Executive resigns without Good Reason, the date on which Executive notifies the Company of such termination, and (iv) if Executive’s employment is terminated by reason of death or Disability, the date of death of Executive or the Disability Date, as the case may be.

5.Obligations of the Company Upon Termination.

(a)By the Company Other Than for Cause, Death or Disability; by Executive for Good Reason. If, during the Employment Period, the Company shall terminate Executive’s employment other than for Cause, death or Disability or Executive shall terminate employment for Good Reason:

(i)the Company shall pay to Executive in a lump sum in cash as soon as reasonably practicable (but no later than 30 days) after the Date of Termination, the aggregate of the following amounts:

(A)the sum of (I) Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid; (II) Executive’s business expenses that are reimbursable pursuant to Section 3(b)(vi) but have not been reimbursed by the Company as of the Date of Termination; (III) Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (IV) any accrued vacation pay or other paid time off to the extent not theretofore paid (the sum of the amounts described in clauses (I), (II), (III) and (IV), the “Accrued Obligations”); provided that, notwithstanding the foregoing, if Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Base Salary or the Annual Bonus described in clause (I) or (III), then for all purposes of this Section 5 (including Sections 5(b) through 5(d)), such deferral election, and the terms of the applicable arrangement, shall apply to the same portion of the amount described in such clause (I) or (III), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below);

(B)an amount equal to the product of (x) the Target Annual Bonus and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is the number of days in the fiscal year;

(C)the amount equal to the product of (I) two and (II) the sum of (x) Executive’s Annual Base Salary and (y) the Target Annual Bonus;

(D)the amount equal to the product of (I) the sum of (x) the annual COBRA premiums for coverage under the Company’s health care plans and (y) the annual premium for coverage (based on the rate paid by the Company for active employees) under the Company’s life insurance plans (including any executive life policy applicable to Executive), in each case, based on the plans and policies in which Executive participates as of the Date of Termination (or, if more favorable to Executive, the plans and policies as in effect immediately prior to the CIC Effective Date), and (II) two;

(E)the amount equal to the sum of all Company contributions to which Executive is eligible as of immediately prior to the Effective Date (or, if more favorable, the Date of Termination) under the Company’s qualified defined contribution plans and any excess or supplemental defined contribution plans (and any successor plans thereto) in which Executive participates as of the Effective Date (or, if more favorable, the Date of Termination) (together, the “DC SERPs”) that Executive would be eligible to receive if Executive’s employment continued for two years after the Date of Termination, assuming for this purpose that (I) Executive’s benefits under such plans are fully vested, (II) Executive’s eligible compensation for purposes of such plans in each of the two years is that required by Section 3(b)(i) and Section 3(b)(ii) and that such amounts are paid in equal monthly installments over such two-year period, (III) to the extent that the Company contributions are determined based on the contributions or deferrals of Executive, that Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior the Effective Date (or, if more favorable, the Date of Termination), and (IV) to the extent that the Company contributions are discretionary, assuming such contributions are made at the rate of any discretionary contributions made by the Company during the plan year immediately preceding the Effective Date;

(ii)all account balances under the DC SERPs shall fully vest as of the Date of Termination, to the extent Executive participates (or previously participated) in any such plans, and such benefits shall be paid in accordance with the terms of the applicable plan and any elections thereunder and treated as an Other Benefit;

(iii)the Company shall, at its sole expense as incurred, provide Executive with outplacement services the scope and provider of which shall be selected by Executive in Executive’s sole discretion, but the cost thereof shall not exceed $50,000; provided that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and

(iv)except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other amounts or benefits required to be paid or provided or that Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its Affiliates (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”) in accordance with the terms of the underlying plans or agreements.

The Company’s obligations to pay or provide the payments and benefits set forth in Sections 5(a)(i)(B) through (E), 5(a)(ii) and 5(a)(iii) of this Agreement shall be subject to Executive’s execution, delivery to the Company and non-revocation of a release of claims substantially in the form attached hereto as Exhibit A (the “Release Agreement”), which Release Agreement shall be delivered to Executive by the Company on or as soon as practicable (and no later than three business days) after the Date of Termination.

(b)Death. If Executive’s employment is terminated by reason of Executive’s death during the Employment Period, the Company shall provide Executive’s estate or beneficiaries with the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. The Accrued Obligations (subject to the proviso set forth in Section 5(a)(i)(A) to the extent applicable) shall be paid to Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of the Other Benefits, the term “Other Benefits” as utilized in this Section 5(b) shall include, and Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and its Affiliates to the estates and beneficiaries of other peer executives of the Company and such Affiliates under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day period immediately preceding the CIC Effective Date or, if more favorable to Executive’s estate and/or Executive’s beneficiaries, as in effect on the date of Executive’s death with respect to other peer executives of the Company and its Affiliates and their beneficiaries.

(c)Disability. If Executive’s employment is terminated by reason of Executive’s Disability during the Employment Period, the Company shall provide Executive with the Accrued Obligations and the timely payment or delivery of the Other Benefits in accordance with the terms of the underlying plans or agreements, and shall have no other severance obligations under this Agreement. The Accrued Obligations (subject to the proviso set forth in Section 5(a)(i)(A) to the extent applicable) shall be paid to Executive in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of the Other Benefits, the term “Other Benefits” as utilized in this Section 5(c) shall include, and Executive shall be entitled after the Disability Date to receive, without limitation, disability and other benefits (either pursuant to a plan, program, practice or policy or an individual arrangement) at least equal to the most favorable of those generally provided by the Company and its Affiliates to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their dependents at any time during the 120-day period immediately preceding the CIC Effective Date or, if more favorable to Executive and/or Executive’s dependents, as in effect at any time thereafter generally with respect to other peer executives of the Company and its Affiliates and their families.

(d)Cause; Other Than for Good Reason. If Executive’s employment is terminated for Cause during the Employment Period, the Company shall provide Executive with Executive’s Annual Base Salary (subject to the proviso set forth in Section 5(a)(i)(A) to the extent applicable) through the Date of Termination and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. If Executive voluntarily terminates employment during the Employment Period, excluding a termination for Good Reason, the Company shall provide Executive with the Accrued Obligations and the timely payment or delivery of the Other Benefits and shall have no other severance obligations under this Agreement. In such case, all the Accrued Obligations (subject to the proviso set forth in Section 5(a)(i)(A) to the extent applicable) shall be paid to Executive in a lump sum in cash within 30 days of the Date of Termination.

6.Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its Affiliates and for which Executive may qualify, nor, subject to Section 11(j), shall anything herein limit or otherwise affect such rights as Executive may have under any other contract or agreement with the Company or its Affiliates. Amounts that are vested benefits or that Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Without limiting the generality of the foregoing, Executive’s resignation under this Agreement with or without Good Reason shall in no way affect Executive’s ability to terminate employment by reason of Executive’s “retirement” under any compensation and benefits plans, programs or arrangements of the Company or its Affiliates, including any retirement or pension plans or arrangements or to be eligible to receive benefits under any compensation or benefit plans, programs or arrangements of the Company or any of its Affiliates, including any retirement or pension plan or arrangement of the Company or any of its Affiliates or substitute plans adopted by the Company or its successors, and any termination that otherwise qualifies as Good Reason shall be treated as such even if it is also a “retirement” for purposes of any such plan. Notwithstanding the foregoing, if Executive receives payments and benefits pursuant to Section 5(a) of this Agreement, Executive shall not be entitled to any severance pay or benefits under any severance agreement, plan, program or policy of the Company and its Affiliates (including under the Non-Competition Agreement between Executive and the Company, dated as of July 14, 2025 (the “Non-Competition Agreement”)).

7.No Mitigation or Offset; Legal Fees.

(a)No Mitigation or Offset. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Executive obtains other employment.

(b)Legal Fees. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from Executive), at any time from the CIC Effective Date through Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the CIC Effective Date) to the full extent permitted by law, all legal fees and expenses that Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof whether such contest is between the Company and Executive or between either of them and any third party (including as a result of any contest by Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the date such legal fees and expenses were incurred.

8.Treatment of Certain Payments.

(a)Anything in the Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder.

(b)If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: (i) cash payments that may not be valued under Treas. Regs. § 1.280G-1, Q&A-24(c) (“24(c)”), (ii) equity-based payments that may not be valued under 24(c), (iii) cash payments that may be valued under 24(c), (iv) equity-based payments that may be valued under 24(c) and (v) other types of benefits. With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and next with respect to payments that are deferred compensation, in each case, beginning with payments or benefits that are to be paid the farthest in time from the Accounting Firm’s determination. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

(c)To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code).

(d)The following terms shall have the following meanings for purposes of this Section 8:

(i)“Accounting Firm” shall mean a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to a Change in Control for purposes of making the applicable determinations hereunder and is reasonably acceptable to Executive, which firm shall not, without Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control.

(ii)“Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws that applied to Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s).

(iii)“Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.

(iv)“Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive, whether paid or payable pursuant to the Agreement or otherwise.

(v)“Safe Harbor Amount” shall mean 2.99 multiplied by Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

(e)The provisions of this Section 8 shall survive the expiration of the Agreement.

9.Confidential Information. While employed by the Company and thereafter, Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliates and their respective businesses, which shall have been obtained by Executive during Executive’s employment by the Company or any of its Affiliates and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Agreement). After termination of Executive’s employment with the Company for any reason, Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process: (i) communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it; or (ii) use to Executive’s advantage or to the detriment of the Company any such information, knowledge or data. The restrictions in this Section 9 shall not apply to any information to the extent that Executive is required to disclose such information by law; provided that Executive (x) notifies the Company of the existence and terms of such obligation, (y) gives the Company a reasonable opportunity to seek a protective or similar order to prevent or limit such disclosure and (z) discloses only that information actually required to be disclosed. Notwithstanding any provision of this Agreement to the contrary, nothing contained herein is intended to, or shall be interpreted in a manner that does, limit or restrict Executive from exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934). At the end of Executive’s employment, Executive shall return to the Company all confidential information in any form (including all copies and reproductions thereof) and all other property whatsoever of the Company in Executive’s possession or under Executive’s control. Furthermore, notwithstanding anything in this Agreement to the contrary, pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a government official or attorney for the purpose of reporting or investigating a suspected violation of law, (ii) in a complaint or other document filed in a lawsuit or other proceeding, as long as such filing is made under seal, or (iii) to an attorney representing Executive in a claim for retaliation for reporting suspected violations of law. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to Executive under this Agreement.

10.Successors.

(a)This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b)This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Except as provided in Section 10(c), without the prior written consent of Executive, this Agreement shall not be assignable by the Company.

(c)The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

11.Miscellaneous.

(a)Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of Connecticut, without reference to principles of conflict of laws. The parties irrevocably submit to the jurisdiction of any state or federal court sitting in or for Connecticut with respect to any dispute arising out of or relating to this Agreement, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The parties hereby irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. THE PARTIES HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT OR ASSERTED BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.

(b)Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive: To the most recent address on file with the Company.

If to the Company:

Webster Financial Corporation

200 Elm Street
Stamford, CT 06902
Attention: General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c)Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those to which it is invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

(d)Survivorship. Upon the expiration or other termination of this Agreement or Executive’s employment, the respective rights and obligations of the parties hereto shall survive to the extent necessary to carry out the intentions of the parties under this Agreement.

(e)Section Headings; Construction. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation hereof. For purposes of this Agreement, the term “including” shall mean “including, without limitation.”

(f)Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(g)Amendments; Waiver. No provision of this Agreement shall be modified or amended except by an instrument in writing duly executed by the parties hereto. Executive’s or the Company’s failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right Executive or the Company may have hereunder, including the right of Executive to terminate employment for Good Reason pursuant to Sections 4(c)(i)-(v), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(h)Indemnification. The Company shall indemnify Executive and hold Executive harmless to the fullest extent permitted by law and under the charter and bylaws of the Company (including the advancement of expenses) against, and with respect to, any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorneys’ fees), losses and damages resulting from Executive’s good-faith performance of Executive’s duties and obligations with the Company and its Affiliates. During the Employment Period and for as long thereafter as is practicable, Executive shall be covered under a directors’ and officers’ liability insurance policy with coverage limits in amounts no less than, and with terms and conditions no less favorable than, that or those maintained by the Company as of immediately prior to the CIC Effective Date. In addition, any individual indemnification agreement between Executive and the Company in effect immediately prior to the CIC Effective Date shall continue in full force and effect in accordance with its terms.

(i)At-Will Employment. Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between Executive and the Company, the employment of Executive by the Company is “at will,” and, prior to the CIC Effective Date, Executive’s employment may be terminated by either Executive or the Company at any time prior to the CIC Effective Date, in which case Executive shall have no further rights under this Agreement.

(j)Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto in respect of the terms and conditions of Executive’s employment with the Company and its Affiliates, including Executive’s severance entitlements, and, as of the CIC Effective Date, supersedes and cancels in their entirety all prior understandings, agreements and commitments, whether written or oral, relating to the terms and conditions of employment between Executive, on the one hand, and the Company or its Affiliates, on the other hand. From and after the date hereof, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof; provided that the Non-Competition Agreement, as it may be amended from time to time, shall continue in effect in accordance with its terms, except as provided in the following sentences. From and after the CIC Effective Date, this Agreement shall supersede the Non-Competition Agreement between Executive and the Company, dated as of July 14, 2025 and any other severance agreement between the parties, and the obligations of Executive under Section 9 and any restrictive covenant provisions applicable to Executive pursuant to any equity award grant shall be the exclusive restrictive covenants to which Executive is bound. For the avoidance of doubt, this Agreement does not limit the terms of any benefit plans (including equity award agreements) of the Company or its Affiliates that are applicable to Executive, except to the extent that the terms of this Agreement are more favorable to Executive.

(k)Tax Withholding. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(l)Section 409A.

(i)General. It is intended that payments and benefits made or provided under this Agreement shall not result in penalty taxes or accelerated taxation pursuant to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of employment under this Agreement may be made only upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Executive pursuant to Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement, and to the extent required by Section 409A of the Code, any payment that may be paid in more than one taxable year shall be paid in the later taxable year. Notwithstanding any other provision of this Agreement to the contrary, solely for the purpose of determining the timing of payment or distribution of any compensation or benefit that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code (and not the right to vest in or be entitled to receive any such payment or benefit) that may only be made or changed (including a change in the form of payment) upon an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, such payment shall only be made or timing or form changed if the Change in Control also constitutes an event described in Section 409A(a)(2)(A)(v) of the Code.

(ii)Reimbursements and In-Kind Benefits. Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement); (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (C) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (D) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(iii)Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if Executive is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company and its Affiliates as in effect on the Date of Termination), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Executive under this Agreement during the six-month period immediately following Executive’s separation from service on account of Executive’s separation from service shall instead be paid, with Interest (based on the rate in effect for the month in which Executive’s separation from service occurs), on the first business day of the seventh month following Executive’s separation from service (the “Delayed Payment Date”), to the extent necessary to prevent the imposition of tax penalties on Executive under Section 409A of the Code. If Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of Executive’s estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of Executive’s death.

[Signature Page Follows]

IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand and, pursuant to the authorization from the Board, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.


									WEBSTER FINANCIAL CORPORATION

									/s/ Jason Schugel
									Jason Schugel


									EXECUTIVE

									/s/ John R. Ciulla
									John R. Ciulla
									Chairman & Chief Executive Officer

[Signature Page to Change in Control Agreement]

EX-10.3 3 exhibit103jschugelnon-comp.htm EX-10.3 Document

EXHIBIT 10.3

NON-COMPETITION AGREEMENT

NON-COMPETITION AGREEMENT (this “Agreement”) by and between Webster Financial Corporation, a Delaware corporation (the “Company”), and Jason Schugel (the “Executive”) dated as of the 14th day of July, 2025 (the “Effective Date”).

WHEREAS, in consideration of the Executive entering into the Change in Control Agreement with the Company dated as of the date hereof and the Company’s commitment under Section 1 below to provide the Executive with certain severance benefits if the Executive’s employment is terminated by the Company under the circumstances set forth herein, the Executive is entering into this Agreement, which in addition to the provisions relating to severance benefits, contains provisions that obligate the Executive to comply with certain restrictive covenants while employed by the Company and thereafter; and

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive (individually a “Party” and together the “Parties”) agree as follows:

1.Severance Benefits.

(a)Notice Period. The Company may terminate the Executive’s employment at any time with or without Cause (as defined below) or notice, and the Executive may resign from employment with the Company following thirty (30) days’ written notice to the Company (the “Notice Period”); provided that in the event of a Qualifying Termination (as defined below), the Executive shall be subject to the notice requirement set forth in the provision to prong (ii) of such definition. The Company, in its sole discretion, may waive the requirement that the Executive remain employed with the Company through the Notice Period by delivering written notice to the Executive, thereby causing the Executive’s resignation to be effective as of the date specified in such written notice from the Company.

(b)Benefits. The Parties agree that if the Executive’s employment terminates under circumstances that constitute a Qualifying Termination, the Company will pay or provide to the Executive the payments and benefits listed below at the time or times specified below (or such later date as contemplated by Section 4 below), subject to the Executive’s continued compliance with the covenants set forth in Section 2 below and the effectiveness of the Release Agreement as provided under Section 1(c) below (in each case, other than with respect to the Accrued Obligations (as defined below)):

(i) continuation of the Executive’s then-current annual base salary for a one (1)-year period commencing on the date of termination, which amount shall be payable in substantially equal installments in accordance with the normal payroll practices of the Company; provided, however, that if the Executive’s annual base salary exceeds the sum of (A) the amount under the separation pay exception under Treasury Regulations Section 1.409A-1(b)(9)(iii) as in effect on the date of termination (i.e., $660,000 for 2023) and (B) the amount that qualifies for the “short-term deferral” exception under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”) as of the date of termination, the amount equal to such excess shall be paid to the Executive in a single lump sum on the first payroll date following the date on which the Release Agreement (as defined below) becomes effective;

(ii) a pro rata annual incentive payment in respect of the fiscal year of the Company in which the date of termination occurs equal to the product of (A) the annual incentive amount awarded to the Executive for such fiscal year under the applicable incentive bonus plan of the Company as determined by the Company on a basis no less favorable than annual incentive award determinations made by the Company for the Company’s similarly situated active employees, and (B) a fraction, the numerator of which is the number of full months that have elapsed in the fiscal year of the Company in which the date of termination occurs, and the denominator of which is twelve (12), with such amount to be paid on the date on which the Company otherwise makes cash incentive payments to similarly situated active employees for such fiscal year (but in no event later than March 15 of the year following the fiscal year for which such incentive payment was awarded);

(iii) the continuing provision of medical and/or dental coverage to the Executive and the Executive’s qualified beneficiaries for the shorter of one (1) year from the date of termination and the date on which the Executive commences other employment on a substantially full-time basis, subject to the Executive’s timely election of COBRA continuation coverage under Section 4980B of the Code under the medical and/or dental plans of the Company and timely payment by the Executive to the Company on a monthly basis of the amount equal to the monthly employee portion of the elected coverage based on the rates applicable to active employees of the Company as in effect from time to time; and

(iv) (A) an amount equal to any accrued and unpaid annual base salary through the date of termination, with such amount to be paid as soon as reasonably practicable following the date of termination and in no event later than the normal payroll date for similarly situated active employees for such period of service, and (B) any earned but unpaid annual incentive payment awarded to the Executive in respect of the completed fiscal year of the Company ending prior to the date of termination (or, if the Company has not determined incentive payments for such year, the amount determined by the Company for such year on a basis no less favorable than annual incentive award determinations made by the Company for the Company’s similarly situated active employees), with such incentive payment to be paid on the date on which the Company otherwise makes cash incentive payments to similarly situated employees for such fiscal year (but in no event later than March 15 of the year following the fiscal year for which such incentive payment was awarded, except as otherwise required based on any applicable deferral election) (the amounts in the foregoing clauses (A) and (B) collectively, the “Accrued Obligations”).

(c)Release Requirement. As a condition to the Executive becoming entitled to the severance benefits under Section 1(b) (other than the Accrued Obligations), the Executive shall be required to execute within twenty-one (21) days after the Executive’s termination of employment a general release and waiver in favor of the Company and its affiliates in exactly the form provided by the Company without alteration or addition (the “Release Agreement”), which Release Agreement shall be provided by the Company to the Executive no later than five (5) business days after the date of termination.

(d)Certain Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“Qualifying Termination” shall mean (i) a termination of the Executive by the Company other than (A) for Cause or (B) due to the Executive’s death or disability (within the meaning of the Company’s long-term disability plan), or (ii) a resignation of employment by the Executive due to a material reduction by the Company of the Executive’s annual target compensation opportunity (comprising base salary, target annual cash incentive opportunity and target long-term incentive opportunity) from that in effect on the date hereof (other than in connection with reductions that are applicable in substantially the same proportions to other similarly situated employees of the Company generally); provided that the Executive gives the Company written notice of the Executive’s intent to resign within ten (10) days after the occurrence of such alleged event or condition, specifying in reasonable detail the basis for such resignation, and the Company shall have thirty (30) days following receipt of such written notice during which it may remedy the alleged event or condition and, if not remedied, the Executive’s date of termination must occur, if at all, within ten (10) days following the end of such cure period.

“Cause” shall mean any of the following conduct, actions or inactions by the Executive: dishonesty; incompetence; willful misconduct; breach of fiduciary duty; continued failure to perform stated duties after notice from the Company and a reasonable opportunity to cure such failure (to the extent subject to cure as determined by the Company); willful violation of any law, rule, or regulation (other than traffic violations or similar offenses); or material breach of any provision of this Agreement.

2.Covenants.

(a)Confidential Information. While employed by the Company and thereafter, the Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliates and their respective businesses that shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliates and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company for any reason, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process: (i) communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it; or (ii) use to the Executive’s advantage or to the detriment of the Company any such information, knowledge or data. The restrictions in this Section 2(a) shall not apply to any information to the extent that the Executive is required to disclose such information by law; provided that the Executive (A) notifies the Company of the existence and terms of such obligation, (B) gives the Company a reasonable opportunity to seek a protective or similar order to prevent or limit such disclosure, and (C) discloses only that information actually required to be disclosed. Notwithstanding any provision of this Agreement to the contrary, nothing contained herein is intended to, or shall be interpreted in a manner that does, limit or restrict the Executive from exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934). Furthermore, notwithstanding anything in this Agreement to the contrary, pursuant to the Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (x) in confidence to a government official or attorney for the purpose of reporting or investigating a suspected violation of law, (y) in a complaint or other document filed in a lawsuit or other proceeding, as long as such filing is made under seal, or (z) to an attorney representing the Executive in a claim for retaliation for reporting suspected violations of law.

(b)Non-Recruitment of Employees. During the period of the Executive’s employment with the Company and its affiliates and the additional period ending on the first anniversary of the date of termination of the Executive’s employment for any reason (the “Restricted Period”), the Executive shall not, without the prior written consent of the Company, directly or indirectly, in any manner, on the Executive’s behalf or on behalf of any other person, corporation, partnership, firm, institution or other business entity, (i) offer employment (or a consulting, agency, independent contractor or other similar position) to, or otherwise hire, any person who is or was at any time during the six (6) months prior to such offer or hiring an employee, consultant, representative, officer or director of the Company or any of its affiliates or (ii) Solicit (as defined below) any such person to accept employment (or any aforesaid position) with any company or entity with which the Executive is then employed or otherwise affiliated. Further, during the Restricted Period, the Executive shall not Solicit any employee, representative, officer or director of the Company or any of its affiliates to cease their relationship with the Company or any of its affiliates for any reason. This Section 2(b) shall not apply to solicitation, recruitment, encouragement, inducement or termination during the period of the Executive’s employment with the Company and on behalf of the Company or any of its affiliates.

(c)No Competition. During the Restricted Period, the Executive shall not, directly or indirectly, in any manner associate with, be employed by or otherwise provide services in any capacity to (including, without limitation, association, employment or provision of services as an officer, agent, employee, partner, director, consultant or advisor) any Competitive Enterprise (as defined below). For the avoidance of doubt, the foregoing restrictions shall restrict the Executive from associating with or providing services in any capacity to a private equity firm, hedge fund or equity sponsor, in each case, that invests or seeks to invest (at any time during the Executive’s association with or provision of services to such entity) in a business enterprise that is a Competitive Enterprise.

(d)No Solicitation of Clients. During the Restricted Period, the Executive shall not, directly or indirectly, in any manner Solicit, on the Executive’s own behalf or on behalf of any other person, corporation, partnership, firm, institution or other business entity, a Client (as defined below) (i) for the purpose of providing products or services that are competitive with those provided by the Company or any of its affiliates, (ii) to transact business of the type engaged in by the Company or its affiliates, to reduce the amount of business that any Client has customarily done or contemplates doing with the Company or its affiliates or to cease or refrain from doing any business with the Company or its affiliates or (iii) to interfere with or damage (or attempt to interfere with or damage) any relationship between the Company or its affiliates and a Client.

(e)Non-Disparagement. The Executive shall not at any time make any disparaging, derogatory, negative, or otherwise unfavorable statements, either oral or written, regarding the Company, its parents, subsidiaries, related companies, and affiliates, and its and each of their respective officers, directors and employees, in their corporate and individual capacities. It shall not, however, be a violation of this Section 2(e) for the Executive to make truthful statements (i) when required to do so by a court of law or arbitrator, or by any governmental agency having supervisory authority over the Company’s business or (ii) to the extent necessary with respect to any litigation, arbitration or mediation involving this Agreement including, but not limited to, enforcement of this Agreement.

(f)Duty to Cooperate. The Executive shall fully cooperate in all reasonable respects with the Company and its respective directors, officers, employees, attorneys and experts in connection with the conduct of any action, proceeding, investigation or litigation involving the Company, and about which the Company believes the Executive may have relevant information. Such cooperation and assistance shall be provided at a time and in a manner which is mutually and reasonably agreeable to the Executive and the Company, and shall include providing information and documents, submitting to depositions, providing testimony and general cooperation to assist the Company. The Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy for any reasonable out-of-pocket expense that the Executive may incur in fulfilling the Executive’s obligations under this Section 2(f).

(g)Return of Company Property. The Executive shall return to the Company on or as soon as practicable after the Executive’s date of termination, all copies of all information, and all computers, phones, and other equipment, property and materials of the Company or its clients or customers that the Executive has in the Executive’s possession, custody, access or control, including, but not limited to, any files, record, documents or materials in the Executive’s personal possession and any communications, documents, or other data stored on any personal computer or other electronic storage medium. Such items include but are not limited to all documents, data, electronic mail, information relating to actual or potential customers, electronic information of any kind stored in any computer or on any tape or disc or otherwise, information stored on paper or other hard copy, software, business plans, marketing information, financial information, bookkeeping and accounting information, business records, identification cards, business cards, key badges, building access cards, Company-issued credit cards, communication devices, and all other information and materials, whether or not proprietary or confidential, relating to the business or operations of the Company. The Executive shall not retain copies, duplicates, reproductions, or excerpts of any such information, software, equipment, materials, or other items following the Executive’s date of termination.

(h)Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Client” means any client, customer or business relation, whether a person or entity, that is (or was within the twelve (12)-month period prior to the Executive’s date of termination, in the case of the Executive’s termination of employment) a customer or client (or reasonably anticipated to become a customer or client) of the Company or its affiliates.

“Competitive Enterprise” shall mean any person, firm, corporation, other entity or business enterprise in whatever form that engages in any activity, or owns or controls a significant interest in any entity that engages in any activity, that, in either case, engages in the business in which the Company and any of its affiliates engage in the New England region or any other geographic area in which the Company or its affiliates has a business presence (as of the Executive’s date of termination, in the case of the Executive’s termination of employment), including, without limitation, the solicitation and acceptance of deposits of money or commercial paper, the solicitation and funding of loans and the provision of other banking services, including business and consumer lending, asset-based financing, residential mortgage funding, mortgage warehouse lending, equipment financing, commercial and residential mortgage lending and brokerage, deposit services (including municipal deposit services), the provision of depository, administrative or other services or products related to health savings accounts, trade financing, the sale of annuities, life and health insurance products, title insurance services, private banking, wealth management and investment advisory services, the sale or servicing of banking and financial products and services, factoring/accounts receivable management services and real estate investment trusts. Nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the outstanding equity interest in any entity which is publicly traded, so long as the Executive has no active participation in the business of such entity. “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, inducing, advising, encouraging (or attempting to do the foregoing) or requesting any person or entity, in any manner, to take or refrain from taking any action.

(i)Remedies. The Executive acknowledges and agrees that the covenants set forth in this Agreement: (i) are reasonable in light of all of the circumstances, (ii) are sufficiently limited to protect the legitimate interests of the Company and its affiliates, (iii) impose no undue hardship on the Executive and (iv) are not injurious to the public. The Executive further acknowledges and agrees that: (A) the Executive’s breach of the provisions of this Section 2 will cause the Company irreparable harm, which likely cannot be adequately compensated by money damages, and (B) if the Company elects to prevent the Executive from breaching such provisions by obtaining an injunction against the Executive, there is a reasonable probability of the Company’s eventual success on the merits. The Executive consents and agrees that if the Executive commits any such breach or threatens to commit any breach, the Company shall be entitled to temporary, preliminary, and/or permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to the Company for such breach, including cessation of its obligation to pay to or provide the Executive with the compensation and benefits provided under Section 1(b) of this Agreement and the recovery of money damages. If any of the provisions of this Section 2 are determined to be wholly or partially unenforceable, the Executive hereby agrees that this Agreement or any provision hereof may be reformed so that it is enforceable to the maximum extent permitted by law, and in the case when such provision is not capable of being reformed, it shall be severed and all remaining provisions of this Agreement shall be enforced. If any of the provisions of this Section 2 are determined to be wholly or partially unenforceable in any jurisdiction, such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant in any other jurisdiction.

(j)Representations. With respect to the non-compete covenant in Section 2(c), the Executive represents and admits that the Executive’s experience and capabilities are such that the Executive can obtain employment in a business engaged in other lines of business and/or of a different nature than the Company, and that the enforcement of a remedy by way of injunction will not prevent the Executive from earning a livelihood. The Executive further acknowledges and agrees that the non-compete covenant in Section 2(c) is supported by fair and reasonable consideration independent from continuation of employment, and notice of the non-compete covenant in Section 2(c) was provided to the Executive at least ten (10) business days before the Effective Date. The Executive is a sophisticated businessperson who has entered into the non-compete restrictions set forth in this Agreement knowingly and voluntarily and the Executive acknowledges that the Executive had the right to consult with counsel prior to doing so.

3.Successors.

(a)This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(b)As used in this Agreement, (i) the “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise, and (ii) “affiliate” shall mean any entity controlled by, controlling or under common control with the Company, and shall include any predecessor entity, including, without limitation, such entity prior to it becoming an affiliate of the Company, and any successor entity.

4.Section 409A of the Code.

(a)General. This Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” within the meaning of Section 409A of the Code. If the Executive dies following the termination of employment and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within thirty (30) days after the date of the Executive’s death.

(b)In-Kind Benefits. All in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year, (ii) the Executive’s right to have the Company pay or provide such in-kind benefits may not be liquidated or exchanged for any other benefit, and (iii) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the twentieth (20th) anniversary of the Effective Date).

(c)Delay of Payments. Notwithstanding any other provision of this Agreement to the contrary, if the Executive is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company and its affiliates as in effect on the Executive's date of termination), any payment under this Agreement that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to the Executive under this Agreement during the six (6)-month period immediately following the Executive’s separation from service on account of the Executive’s separation from service shall instead be paid on the first (1st) business day of the seventh (7th) month following the Executive’s separation from service (the “Delayed Payment Date”), to the extent necessary to prevent the imposition of tax penalties on the Executive under Section 409A of the Code. If the Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate on the first to occur of the Delayed Payment Date or thirty (30) calendar days after the date of the Executive’s death.

5.Miscellaneous.

(a)This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without reference to principles of conflict of laws. The Parties hereto irrevocably agree to submit to the jurisdiction and venue of the courts of the State of Connecticut in any action or proceeding brought with respect to or in connection with this Agreement. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the Parties hereto or their respective successors and legal representatives.

(b)All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other Party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the most recent address on file for the Executive at the Company.

If to the Company:

Webster Financial Corporation

200 Elm Street
Stamford, CT 06902
Attention: General Counsel

or to such other address as either Party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c)The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d)The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(e)From and after the Effective Date, this Agreement shall supersede any other agreement between the Parties with respect to the subject matter hereof. This Agreement, including for the avoidance of doubt the covenants set forth in Section 2, shall terminate and be of no further force and effect from and after the “CIC Effective Date” as defined in the Change in Control Agreement between the Executive and the Company, dated as of July 14, 2025, and the rights, benefits and any restrictive covenants set forth in the Change in Control Agreement shall control.

[Signature Page Follows]

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.


									WEBSTER FINANCIAL CORPORATION

									/s/ Jason Schugel
									Jason Schugel


									EXECUTIVE

									/s/ John R. Ciulla
									John R. Ciulla
									Chairman & Chief Executive Officer

EX-31.1 4 exhibit3112q25.htm EX-31.1 Document

EXHIBIT 31.1

CERTIFICATION

I, John R. Ciulla, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Webster Financial Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2025


/s/ John R. Ciulla
John R. Ciulla
Chairman and Chief Executive Officer

EX-31.2 5 exhibit3122q25.htm EX-31.2 Document

EXHIBIT 31.2

CERTIFICATION

I, Neal Holland, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Webster Financial Corporation;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2025


/s/ Neal Holland
Neal Holland
Senior Executive Vice President and Chief Financial Officer

EX-32.1 6 exhibit3212q25.htm EX-32.1 Document

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Webster Financial Corporation (the “Company”) hereby certifies that, to his knowledge on the date hereof:

1.The Form 10-Q Report of the Company for the quarter ended June 30, 2025 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 11, 2025


/s/ John R. Ciulla
John R. Ciulla
Chairman and Chief Executive Officer

Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or incorporated by reference in any registration statement of the Company filed under the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 7 exhibit3222q25.htm EX-32.2 Document

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 11, 2025


/s/ Neal Holland
Neal Holland
Senior Executive Vice President and Chief Financial Officer