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Acquisition | 3 Months Ended
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Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Business Combination [Text Block] | Acquisition On January 1, 2026, the Company completed its previously announced acquisition of FineMark Holdings, Inc., a bank holding company headquartered in Fort Myers, Florida, pursuant to the Agreement and Plan of Merger dated June 16, 2025. Immediately after the Merger, FineMark's wholly-owned subsidiary, FineMark National Bank & Trust, merged into the Bank, with the Bank continuing as the surviving bank. Total purchase consideration for the acquisition was $519.9 million, consisting of 9.9 million shares of the Company's common stock (valued at the acquisition-date fair value of $52.34 per share), plus cash in lieu of fractional shares. Prior to the acquisition date, the Company held a non-controlling equity interest in FineMark, and in accordance with ASC 805, this previously held interest was remeasured to its acquisition-date fair value of $4.6 million. The total acquisition-date fair value of the business combination was $524.5 million, comprised of the $519.9 million of consideration transferred and the $4.6 million fair value of the Company's previously held equity interest. Under the terms of the merger agreement, each outstanding FineMark common stock share was converted into .7245 shares of the Company's common stock, and each outstanding share of FineMark's preferred stock was converted into 36.3636 shares of FineMark common stock, prior to conversion into .7245 shares of the Company's common stock. The acquisition of FineMark was accounted for as a business combination using the purchase method of accounting in accordance with FASB ASC Topic 805, Business Combinations, which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The valuation of assets acquired and liabilities assumed has not yet been finalized. The determination of fair value requires management to make estimates related to discount rates, expected future cash flows, market conditions and other future events that are highly subjective in nature and subject to change. Any necessary adjustments from preliminary estimates must be finalized within one year from the closing date of the acquisition. Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. Valuations subject to refinement include, but are not limited to, loans, certain deposits, the core deposit, customer relationship, trade name intangible assets, and certain other assets. The following table provides the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed from FineMark as of January 1, 2026:
(In thousands) | Fair Value
Purchase consideration |
Fair value of common stock issued | $ | 519,865 |
Fair value of equity interest in FineMark held by the Company prior to acquisition | 4,614 |
Cash for fractional shares | 8 |
Fair value of total consideration | $ | 524,487 |
Assets |
Loans, net of allowance for credit losses on loans | $ | 2,607,866 |
Trading securities | 541,967 |
Other investments | 27,180 |
Interest earning deposits with banks | 483,821 |
Cash and due from banks | 17,547 |
Premises and equipment | 47,074 |
Identifiable intangible assets | 138,082 |
Other assets | 102,979 |
Total assets acquired | $ | 3,966,516 |
Liabilities |
Non-interest bearing deposits | $ | 425,140 |
Interest-bearing deposits | 2,684,381 |
Repurchase agreements | 63,018 |
Other borrowings | 351,458 |
Other liabilities | 25,298 |
Total liabilities assumed | $ | 3,549,295 |
Preliminary fair value of net assets acquired | $ | 417,221 |
Preliminary goodwill | 107,266 |
In connection with the acquisition, the Company recorded preliminary goodwill of $107.3 million, none of which is expected to be deductible for tax purposes. The preliminary goodwill is attributable to expected synergies and other factors to arise from the transaction. Information regarding the allocation of goodwill to the Company’s reportable segments as a result of the acquisition, as well as the carrying amounts and amortization of core deposit and other intangible assets, are provided in Note 5 "Goodwill and Other Intangible Assets" in the Notes to Consolidated Financial Statements. Loans Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate and prepayment rate, term, amortization status and current discount rates. Loans were grouped together according to similar characteristics when applying various valuation techniques. The discount rates used for loans were based on current market rates for new originations of comparable loans include adjustments for liquidity. The discount rate does not include a factor for credit losses as that has been included as a reduction to the estimated cash flows. Purchased loans that reflect a more-than-insignificant deterioration of credit from origination are considered purchased credit deteriorated ("PCD"). For PCD loans, the initial estimate of expected credit losses is recognized in the allowance for credit losses on loans on the date of acquisition using the same methodology as other loans held-for-investment. The Company adopted ASU 2025-08 "Financial Instruments - Credit Losses (Topic 326): Purchased Loans" as of January 1, 2026. Accordingly, the initial estimate of expected credit losses recognized in the allowance for credit losses on loans included both PCD and non-PCD loans ("purchased seasoned loans"). The following table includes the fair value and unpaid principal balance of the acquired loans as of January 1, 2026:
(In thousands) | Unpaid principal balance | Premium / (discount) | Loans | Allowance for credit losses | Net loans
Purchased seasoned loans | $ | 2,351,772 |  | $ | (76,873) |  | $ | 2,274,899 |  | $ | (19,870) |  | $ | 2,255,029 |
PCD loans | 368,533 |  | (12,738) |  | 355,795 |  | (2,958) |  | 352,837 |
Total | $ | 2,720,305 |  | $ | (89,611) |  | $ | 2,630,694 |  | $ | (22,828) |  | $ | 2,607,866 |
Investment securities The investment securities acquired by the Company were classified by the Company as trading securities and were valued utilizing the actual sale prices for those securities, as all were sold promptly after the completion of the acquisition. Interest earning deposits with banks and Cash and due from banks The carrying amount of these assets was a reasonable estimate of fair value based on the short-term nature of these assets. Core deposit intangible asset Core deposit intangibles represent the value of relationships with deposit clients and the cost savings derived from available core deposits relative to an alternative funding source. The fair value of the core deposit intangible was estimated using a net cost savings method, a variation of the income approach. This approach considers expected client attrition rates, average life and balance inflation, alternative cost of funds, the interest cost and net maintenance cost associated with the client deposit base, and a discount rate used to discount the future economic benefits of the core deposit intangible asset to present value The core deposit intangible asset is being amortized using an accelerated methodology over 12 years based upon the period over which the estimated economic benefits are estimated to be received. Customer relationship intangible asset The fair value of the customer relationship intangible asset was determined using an income-based valuation approach, specifically the multi-period excess earnings method. The valuation reflects the present value of expected future cash flows derived from the acquired customer base, after considering expected customer attrition rates, projected earnings, contributory asset charges, and a discount rate reflecting market participant assumptions. The customer relationship intangible asset is being amortized using an accelerated methodology over 12 years based upon the period over which the estimated economic benefits are estimated to be received. Deposits The fair value for demand and savings deposits is the amount payable on demand at the acquisition date. The fair value for time deposits was valued using a discounted cash flow calculation that applied interest rates currently being offered to the contractual interest rates on such time deposits. Other borrowings The Company assumed FHLB debt of $351.5 million in its acquisition of FineMark and repaid that debt in January 2026. The fair value of FHLB debt assumed was valued using the actual payoff value as provided by the FHLB on January 1, 2026. The results of FineMark are included in the results of the Company subsequent to the January 1, 2026. Transaction costs incurred after the acquisition date totaled $14.0 million, primarily in salaries and employee benefits and professional and other services in the Consolidated Statements of Income. Additional transaction and integration costs will be expensed in future periods as incurred. The following table presents pro forma combined information as if FineMark had been acquired on January 1, 2025. These results combine the historical results of FineMark into the Company’s consolidated statement of income, and while adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, the results do not necessarily reflect the results of operations that would have occurred had the acquisition taken place on January 1, 2025. Furthermore, cost savings and other business synergies related to the acquisition are not reflected in the pro forma combined amounts.
|  |  |  | Pro Forma Combined Results
|  |  | For the Three Months Ended
(In thousands) |  |  |  | March 31, 2026 | March 31, 2025
Total revenue * |  |  |  | $ | 468,428 |  | $ | 455,698 |
Net Income |  |  |  | 150,695 |  | 135,690 |
*Total revenue is comprised of net interest income and non-interest income. The Company's results for the three months ended March 31, 2026 include the operating results of the acquired assets and assumed liabilities of FineMark subsequent to the acquisition on January 1, 2026. Due to the streamlining and integration of the operating activities into those of the Company post-acquisition, historical reporting for the former FineMark operations is impracticable, and thus disclosures of the revenue from the assets acquired and income before taxes are impracticable for the period subsequent to the acquisition.

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