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Derivative Financial Instruments
9 Months Ended
Sep. 30, 2025
Derivative Financial Instruments  
Derivative Financial Instruments

11. Derivative Financial Instruments

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

The following table summarizes the notional amounts and fair values of derivatives held by the Company as of September 30, 2025 and December 31, 2024:

September 30, 2025

December 31, 2024

Fair Value

Fair Value

Notional

Asset

Liability

Notional

Asset

Liability

(dollars in thousands)

  

Amount

  

Derivatives(1)

  

Derivatives(2)

  

Amount

  

Derivatives(1)

  

Derivatives(2)

Derivatives designated as hedging instruments:

Interest rate swaps

$

60,938

$

8,011

$

$

63,750

$

8,780

$

Interest rate collars

100,000

105

200,000

(115)

Interest rate floors

300,000

2,267

Derivatives not designated as hedging instruments:

Interest rate swaps

2,781,990

10,743

(10,744)

2,491,036

4,818

(5,990)

Visa derivative

73,920

(2,300)

66,606

(2,300)

Foreign exchange contracts

4,720

198

(1)The positive fair values of derivative assets are included in other assets.
(2)The negative fair values of derivative liabilities are included in other liabilities.

Certain interest rate derivatives noted above, are cleared through clearinghouses, rather than directly with counterparties. Those transactions cleared through a clearinghouse require initial margin collateral and variation margin payments depending on the contracts being in a net asset or liability position. As of September 30, 2025, the amount of initial margin cash collateral received by the Company was nil. As of December 31, 2024, the amount of initial margin cash collateral posted by the Company was $0.4 million. As of September 30, 2025 and December 31, 2024, the variation margin was nil and $1.2 million, respectively.

As of September 30, 2025, the Company pledged nil in cash and received $12.5 million in cash as collateral for interest rate derivatives. As of December 31, 2024, the Company pledged $0.4 million in cash and received $30.0 million in cash as collateral for interest rate derivatives. As of September 30, 2025 and December 31, 2024, the cash collateral includes the excess initial margin for interest rate derivatives cleared through clearinghouses and cash collateral for interest rate derivatives with financial institution counterparties.

As of September 30, 2025 and December 31, 2024, the Company received $23.8 million and $43.7 million, respectively, in securities collateral for interest rate derivatives, which is held in a custodial account and is not recorded on the Company’s unaudited interim consolidated balance sheets.

Fair Value Hedges

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

At September 30, 2025 and December 31, 2024, the Company carried one interest rate swap with a notional amount of $60.9 million and $63.8 million, respectively, which was designated and qualified as a fair value hedge for a commercial and industrial loan. As of September 30, 2025 and December 31, 2024, the interest rate swap had a positive fair value of $8.0 million and $8.8 million, respectively. The swap matures in 2041. The Company received a USD Federal Funds floating rate and paid a fixed rate of 2.07%.

The following table shows the gains and losses recognized in income related to derivatives in fair value hedging relationships for the three and nine months ended September 30, 2025 and 2024:

Gains (losses) recognized in

Three Months Ended

Nine Months Ended

the consolidated statements

September 30, 

September 30, 

(dollars in thousands)

  

of income line item

  

2025

  

2024

  

2025

  

2024

Gains (losses) on fair value hedging relationships recognized in interest income:

Recognized on interest rate swap

Loans and lease financing

$

(901)

$

(3,109)

$

(769)

$

(2,948)

Recognized on hedged item

Loans and lease financing

903

3,117

773

2,945

As of September 30, 2025 and December 31, 2024, the following amounts were recorded in the unaudited interim consolidated balance sheets related to the cumulative basis adjustments for fair value hedges:

Cumulative Amount of Fair Value

Hedging Adjustment Included in the

Carrying Amount of the Hedged Asset

Carrying Amount of the Hedged Asset

(dollars in thousands)

  

September 30, 2025

  

December 31, 2024

  

September 30, 2025

  

December 31, 2024

Line item in the consolidated balance sheets in which the hedged item is included

Loans and leases

$

52,884

$

54,923

$

(8,054)

$

(8,827)

Cash Flow Hedges

The Company utilized interest rate swaps to reduce asset sensitivity and enhance current yields associated with interest payments received on a pool of floating-rate loans. The Company entered into interest rate swaps paying floating rates and receiving fixed rates. The floating-rate index (Bloomberg Short-Term Bank Yield Index, or “BSBY”) corresponds to the floating-rate nature of the interest receipts being hedged (based on USD Prime). The swaps provided an initial benefit to interest income as the Company received the higher fixed rate, which persisted while the floating rate remained below the swap’s fixed rate. By hedging with interest rate swaps, the Company minimized the adverse impact on interest income previously associated with a low interest rate environment on floating-rate loans.

The Company previously carried two interest rate swaps with notional amounts totaling $200.0 million. The swaps matured in April 2024. The Company received fixed rates ranging from 1.70% to 2.08% and paid 1-month BSBY.

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

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

As of December 31, 2024, the Company carried two interest rate collars with notional amounts totaling $200.0 million. As of December 31, 2024, these interest rate collars had a negative fair value of $0.1 million. One of the collars matured in September 2025 and the other collar matures in 2027. The interest rate collars had a floor strike rate of 2.00% and cap strike rates ranging from 5.31% to 5.64%.

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

As of September 30, 2025, the Company carried three interest rate floors with a notional amount of $300.0 million. As of September 30, 2025, the interest rate floors had a positive fair value of $2.3 million. The interest rate floors were executed between April and September 2025 and mature in 2028. The interest rate floors had floor strike rates ranging from 2.95% to 3.00%. As of December 31, 2024, the Company did not carry any interest rate floors.

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

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

The following table summarizes the effect of cash flow hedging relationships for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

(dollars in thousands)

  

2025

  

2024

  

2025

    

2024

Pretax net gains (losses) recognized in OCI - included component

$

(156)

$

501

$

193

$

(325)

Pretax net gains (losses) recognized in OCI - excluded component

(593)

(620)

Total pretax net gains (losses) recognized in OCI on cash flow derivative hedges

$

(749)

$

501

$

(427)

$

(325)

Pretax net losses (gains) reclassified from AOCI into income - included component(1)

$

$

7

$

$

1,825

Pretax net losses (gains) reclassified from AOCI into income - excluded component(1)

126

200

Total pretax net losses (gains) reclassified from AOCI into income(1)

$

126

$

7

$

200

$

1,825

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

The estimated net amount to be reclassified within the next 12 months out of AOCI into earnings is $1.0 million as a decrease to interest income from loans and lease financing. As of September 30, 2025, the maximum length of time over which forecasted transactions are hedged is approximately three years.

Free-Standing Derivative Instruments

For the derivatives that are not designated as hedges, changes in fair value are reported in current period earnings. The following table summarizes the impact on pretax earnings of derivatives not designated as hedges, as reported on the unaudited interim consolidated statements of income for the three and nine months ended September 30, 2025 and 2024:

Net losses recognized

Three Months Ended

Nine Months Ended

in the consolidated statements

September 30, 

September 30, 

(dollars in thousands)

  

of income line item

2025

  

2024

  

2025

  

2024

 

Derivatives Not Designated As Hedging Instruments:

Interest rate swaps

Other noninterest income

$

$

(18)

$

(21)

$

(49)

Visa derivative

Other noninterest income

(1,500)

(2,530)

(3,695)

(5,360)

As of September 30, 2025, the Company carried multiple interest rate swaps with notional amounts totaling $2.8 billion, all of which were related to the Company’s customer swap program, with a positive fair value of $10.7 million and a negative fair value of $10.7 million. The Company received floating rates ranging from 4.28% to 7.28% and paid fixed rates ranging from 2.39% to 6.67%. The swaps mature between October 2025 and October 2043. As of December 31, 2024, the Company carried multiple interest rate swaps with notional amounts totaling $2.5 billion, all of which were related to the Company’s customer swap program, with a positive fair value of $4.8 million and a negative fair value of $6.0 million. The Company received floating rates ranging from 4.87% to 7.55% and paid fixed rates ranging from 2.39% to 6.67%. These swaps resulted in net interest expense of nil during both the three and nine months ended September 30, 2025 and 2024.

The Company’s customer swap program is designed by offering customers a variable-rate loan that is swapped to fixed-rate through an interest rate swap. The Company simultaneously executes an offsetting interest rate swap with a swap dealer. Upfront fees on the dealer swap are recorded in other noninterest income and totaled $1.3 million and $0.7 million for the three months ended September 30, 2025 and 2024, respectively and $1.8 million and $1.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Visa Class B Restricted Shares

In 2016, the Company recorded a $22.7 million net realized gain related to the sale of 274,000 Visa Class B restricted shares. Concurrent with the sale of the Visa Class B restricted shares, the Company entered into a funding swap agreement with the buyer that requires payment to the buyer in the event Visa reduces each member bank’s Class B conversion rate to unrestricted Class A common shares. During 2018 through 2023, Visa funded its litigation escrow account, thereby reducing each member bank’s Class B conversion rate to unrestricted Class A common shares from 1.6483 to 1.5875. Under the terms of the funding swap agreement, the Company will make monthly payments to the buyer based on Visa’s Class A stock price and the number of Visa Class B restricted shares that were sold until the date on which the covered litigation is settled. In April 2024, Visa, Inc. commenced an initial exchange offer (“Visa Exchange Offer”) for all of its outstanding Class B shares (subsequently renamed as “Class B-1 shares”), of which the buyer elected and Visa, Inc. accepted. The buyer received a combination of Visa Class B-2 shares and Visa Class C shares in exchange for the 274,000 Class B-1 shares previously owned by the Company. Visa Class B-2 shares and Visa Class C shares have a current conversion rate to Class A common shares of 1.5223 and 4.0000, respectively. The Company took this exchange into consideration when valuing the derivative liability (“Visa derivative”) at September 30, 2025 and December 31, 2024. The Visa derivative of $2.3 million was included in the unaudited interim consolidated balance sheets at both September 30, 2025 and December 31, 2024, to provide for the fair value of this liability. There were no sales of these shares prior to 2016. See “Note 16. Fair Value” for more information.

Counterparty Credit Risk

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

The Company’s interest rate derivative agreements include bilateral collateral agreements with collateral requirements, which begin with exposures in excess of $0.3 million. For each counterparty, the Company reviews the interest rate derivative collateral daily. Collateral for customer interest rate derivative agreements, calculated as the pledged asset less loan balance, requires valuation of the pledged asset. Counterparty credit risk adjustments of nil were recognized during both the three and nine months ended September 30, 2025 and 2024, respectively.

Credit-Risk Related Contingent Features

Certain of the Company’s derivative contracts contain provisions whereby if the Company’s credit rating were to be downgraded by certain major credit rating agencies as a result of a merger or material adverse change in the Company’s financial condition, the counterparty could require an early termination of derivative instruments. The aggregate fair value of all derivative instruments with such credit-risk related contingent features that are in a net liability position was nil at both September 30, 2025 and December 31, 2024, for which the Company posted nil in collateral in the normal course of business. If the Company’s credit rating had been downgraded as of September 30, 2025 and December 31, 2024, the Company may have been required to settle the contracts in an amount equal to their fair value.