UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): October 24, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | |||||
| (Commission File Number) | (IRS Employer Identification No.) | ||||
(Address of principal executive offices, including zip code)
(765 ) 747-1500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 24, 2024, First Merchants Corporation will conduct a third quarter 2024 earnings conference call and web cast at 11:30 a.m. (ET). A copy of the slide presentation utilized on the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| Exhibit 99.1 | |||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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 hereunto duly authorized.
| First Merchants Corporation | |||||||||||
| (Registrant) | |||||||||||
By: /s/ Michele M. Kawiecki Michele M. Kawiecki Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||
Dated: October 24, 2024 | |||||||||||
EXHIBIT INDEX
| Exhibit | Description | ||||
| Exhibit 99.1 | |||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
INVESTOR UPDATE Third Quarter 2024
Forward Looking Statement This presentation contains forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”, “project”, “intend”, “anticipate”, “expect” and similar expressions or future or conditional verbs such as “will”, “would”, “should”, “could”, “might”, “can”, “may”, or similar expressions. These forward-looking statements include, but are not limited to, statements relating to First Merchants’ goals, intentions and expectations; statements regarding the First Merchants’ business plan and growth strategies; statements regarding the asset quality of First Merchants’ loan and investment portfolios; and estimates of First Merchants’ risks and future costs and benefits. These forward-looking statements are subject to significant risks, assumptions and uncertainties that may cause results to differ materially from those set forth in forward-looking statements, including, among other things: possible changes in economic and business conditions; the existence or exacerbation of general geopolitical instability and uncertainty; the effects of a pandemic or other unforeseeable event; the ability of First Merchants to integrate recent acquisitions and attract new customers; possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the credit worthiness of customers and the possible impairment of collectability of loans; fluctuations in market rates of interest; competitive factors in the banking industry; changes in the banking legislation or regulatory requirements of federal and state agencies applicable to bank holding companies and banks like First Merchants’ affiliate bank; continued availability of earnings and excess capital sufficient for the lawful and prudent declaration of dividends; changes in market, economic, operational, liquidity (including the ability to grow and maintain core deposits and retain large, uninsured deposits), credit and interest rate risks associated with the First Merchants’ business; and other risks and factors identified in each of First Merchants’ filings with the Securities and Exchange Commission. First Merchants undertakes no obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this presentation or press release. In addition, the company’s past results of operations do not necessarily indicate its anticipated future results. NON-GAAP FINANCIAL MEASURES These slides contain non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of the registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, First Merchants Corporation has provided reconciliations within the slides, as necessary, of the non-GAAP financial measure to the most directly comparable GAAP financial measure.
Executive Management Team 3 Mark Hardwick Chief Executive Officer Mark K. Hardwick currently serves as the Chief Executive Officer of First Merchants Corporation and First Merchants Bank. Mark joined First Merchants in November of 1997 as Corporate Controller and was promoted to Chief Financial Officer in April of 2002. In 2016, Mark’s title expanded to include Chief Operating Officer, overseeing the leadership responsibilities for finance, operations, technology, risk, legal, and facilities for the corporation. Prior to joining First Merchants Corporation, Mark served as a senior accountant with BKD, LLP in Indianapolis. Mark is a graduate of Ball State University with a Master of Business Administration and Bachelor’s degree in Accounting. He is also a certified public accountant and a graduate of the Stonier School of Banking. FMB: 26 Yrs Banking: 26 Yrs FMB: 9 Yrs Banking: 21 Yrs Michele Kawiecki Chief Financial Officer Michele Kawiecki currently serves as Executive Vice President and Chief Financial Officer for First Merchants Corporation and First Merchants Bank. Michele joined First Merchants in 2015 as Director of Finance. Prior to joining First Merchants, Michele spent 12 years with UMB Financial Corporation in Kansas City, Missouri having served as Senior Vice President of Capital Management and Assistant Treasurer; Director of Corporate Development and the Enterprise Project Management Office; and Chief Risk Officer. Prior to UMB, she worked for PriceWaterhouseCoopers LLP as an Audit Manager. Michele earned both a Master of Science in Accounting and an Executive Master of Business Administration from the University of Missouri-Kansas City and a Bachelor’s degree in Accounting from Dakota Wesleyan University. FMB: 16 Yrs Banking: 36 Yrs Mike Stewart President Mike Stewart currently serves as President for First Merchants Corporation and First Merchants Bank overseeing the Commercial, Private Wealth, and Consumer Lines of Business for the Bank. Mike joined the bank in 2008 as Chief Banking Officer. Prior to joining First Merchants, Mike spent 18 years with National City Bank in various commercial sales and credit roles. Mike has a Master of Business Administration from Butler University and a Bachelor’s degree in Finance from Millikin University. FMB: 16 Yrs Banking: 34 Yrs John Martin Chief Credit Officer John Martin currently serves as Executive Vice President and Chief Credit Officer of First Merchants Corporation overseeing the Commercial, Small Business and Consumer Credit functions, as well as Bank Operations and the Mortgage Line of Business. Prior to joining First Merchants, John spent 18 years with National City Bank in various sales and senior credit roles. John is a graduate of Indiana University where he earned a Bachelor of Arts in Economics. He also holds a Master of Business Administration in Finance from Case Western Reserve University.
First Merchants Corporation (NASDAQ: FRME) Financial Highlights as of 9/30/2024 $18.3 Billion $12.7 Billion $14.4 Billion $5.6 Billion Assets Under Advisement* Total Assets Total Loans Total Deposits TCE/TA: YTD Return on TCE YTD ROAA: Dividend Yield: Price / Tangible Book: Price / LTM EPS: 0.99% 8.76% 12.64% 3.71% 1.40x 12.3x Market Cap $2.2B Largest financial services holding company headquartered in Central Indiana 115 Banking Centers 4 *Excludes custody of $4.2 Billion, includes Assets Under Management of $4.0 Billion Illinois Branch Sale Pending sale of five Illinois branches expected to close in December of 2024.
Highlights 5 ▪ EPS of $0.951,2 when adjusted for the loss from repositioning of available for sale securities portfolio. Reported EPS of $0.84 compared to $0.94 in 3Q23. ▪ Strong earnings growth; PPNR growth over linked quarter and 3Q23 ▪ Achieved positive operating leverage over 3Q23; Efficiency Ratio of 53.76% 7.16% ROE 13.39% ROTCE2 ROE & ROTCE (Annualized) $48.7 Million $0.84 Per Share Net Income & EPS1 1.07% ROA 1.34% PTPP ROA2 ROA (Annualized) 1Net Income and EPS reported on a diluted basis and for common stockholders 2See “Non-GAAP Financial Information” for reconciliation Third Quarter Year-to-Date 8.10% ROE 12.64% ROTCE2 ROE & ROTCE (Annualized) $135.6 Million $2.31 Per Share Net Income & EPS1 0.99% ROA 1.38% PTPP ROA2 ROA (Annualized) ▪ Repurchased 1,481,565 shares totaling ~$50 million; redeemed $65 million of sub debt ▪ Completed four major technology initiatives ▪ Grew net income and margin ▪ Strong capital position with tangible common equity ratio of 8.76% ▪ Announced sale of five Illinois branches and certain loans and deposits resulting in an exit from the suburban Chicago market ▪ EPS of $2.481,2 when adjusted for the loss from repositioning of available for sale securities portfolio and non-core expenses. Reported EPS of $2.31 compared to $3.03 in 3Q23. ▪ Annualized loan growth of 1.9%
Business Strategy 6 Full Spectrum of Debt Capital and Treasury Service Offerings Located in Prime Growth Markets Small Business & SBA Middle Market C&I Investment Real Estate Public Finance Sponsor Finance Full Spectrum of Consumer Deposit and Lending Offerings Supported by: Talented, Customer Service Oriented Banking Center and Call Center Professionals Competitive Digital Solutions ▪ Deposit and CRM ▪ Online Banking ▪ Mobile Banking Diverse Locations in Stable Rural and Growth Metro Markets Comprehensive and coordinated approach to personal wealth management Expertise in: Investment Management Private Banking Fiduciary Estate Financial Planning Strengthen commercial relationships with personal services for executives/owners and retirement plan services for companies Partner with consumer to offer personal investment advice through First Merchants Investment Services Offering a full suite of mortgage solutions to assist with purchase, construction, renovation, and home finance Strengthen existing Commercial, Consumer and Private Wealth relationships Create new household relationships Support underserved borrowers and neighborhoods Deliver solutions through a personalized, efficient, and scalable model Commercial Banking Private Wealth Advisors Consumer Banking Mortgage Banking Asset Based Lending Syndications Treasury Management Services Merchant Processing Services
Loan Growth Summary Business Highlights - Loans 7 Indianapolis Indianapolis MSA Rank: 8 Deposits: $3.5B Loans: $4.3B Columbus Columbus MSA Rank: 14 Deposits: $0.7B Loans: $1.4B Northwest Indiana Lake County Rank: 4 Lafayette MSA Rank: 2 Deposits: $3.0B Loans: $2.2B Northeast Indiana Muncie MSA Rank: 1 Ft Wayne MSA Rank: 4 Deposits: $4.5B Loans: $2.0B Michigan Monroe MSA Rank: 1 Detroit MSA Rank: 9 Deposits: $2.7B Loans: $2.8B MSA and County ranking data per FDIC 1Commercial includes Municipal deposits and Consumer includes Private Wealth and Mortgage 2Adjusted for $287.7 million of deposits reclassified to held for sale ▪ Commercial loan growth softened during the 3rd quarter: ▪ C&I annualized growth was 1% or ~$18 million ▪ IRE annualized decline was 5.5% or ~$22 million ▪ YTD Commercial loan growth was 1.5% or ~$108 million ▪ YTD C&I growth was 4.3% or ~$250 million ▪ Commercial pipelines strengthened from prior quarter end for both C&I and IRE. The combined pipeline was at a 12-month high. 3Q24 Balance ($B) Growth Commercial 9.6 -0.2% Consumer 3.0 1.5% Total Loan Growth QTD 0.5% Total Loan Growth YTD 1.9% Commercial Consumer ▪ Consumer loan growth continued during the 3rd quarter: ▪ Small Business and Private Banking annualized growth was 9.3% or ~$18 million ▪ Residential Mortgage declined 1.4% or ~$7.5 million ▪ YTD Consumer loan growth was 3.7% or ~$80 million ▪ Consumer pipeline remained strong at quarter end for Small Business, Private Wealth and Mortgage.
Deposit Growth Summary 1,2 Business Highlights - Deposits 8 Indianapolis Indianapolis MSA Rank: 8 Deposits: $3.5B Loans: $4.3B Columbus Columbus MSA Rank: 14 Deposits: $0.7B Loans: $1.4B Northwest Indiana Lake County Rank: 4 Lafayette MSA Rank: 2 Deposits: $3.0B Loans: $2.2B Northeast Indiana Muncie MSA Rank: 1 Ft Wayne MSA Rank: 4 Deposits: $4.5B Loans: $2.0B Michigan Monroe MSA Rank: 1 Detroit MSA Rank: 9 Deposits: $2.7B Loans: $2.8B MSA and County ranking data per FDIC 1Commercial includes Municipal deposits and Consumer includes Private Wealth and Mortgage 2Adjusted for $287.7 million of deposits reclassified to held for sale ▪ Commercial deposit growth excluding public funds strengthened during the 3rd quarter: ▪ Non-Public Funds annualized growth was 23.0% or ~$255 million ▪ Public Funds annualized decline was 25.3% or ~$172 million ▪ Commercial deposits grew by 1.0% or ~$35 million YTD excluding a $204 million decline in Public Fund balances 3Q24 Balance ($B) Growth Commercial 7.2 4.7% Consumer 6.2 -11.0% Total Deposit Growth QTD 2.3% Total Deposit Growth YTD -1.5% Commercial Consumer ▪ Consumer deposits declined during the quarter driven by declines in time deposits ▪ ~50% of the time deposit portfolio matures in 4Q and will reprice at lower rates
Third Quarter Financial Results 9 ▪ 53.76% Efficiency Ratio ▪ Net interest income, increased $2.5 million due to earning asset income growth outpacing funding costs ▪ Noninterest income decreased $6.4 million due to $9.1 million of realized losses on available for sale securities ▪ Pre-Tax, Pre-Provision (PTPP) Earnings totaled $70.5 million. PTPP ROA 1.54% and PTPP ROE was 12.52%1 ▪ TCE Ratio increased 0.49% to 8.76% due to earnings growth and recapture of AOCI ▪ $26.64 Tangible Book Value per share, an increase of $1.54 from prior quarter 3Q24 Highlights 1See “Non-GAAP Financial Information” for reconciliation ($M except per share data) 9/30/23 12/31/23 3/31/24 6/30/24 9/30/24 Variance Linked Quarter % Variance Linked QTR- Annualized Balance Sheet & Asset Quality 1. Total Assets $18,078.3 $18,309.5 $18,317.8 $18,303.4 $18,347.6 $44.1 1.0% 2. Total Loans 12,302.4 12,505.0 12,480.7 12,671.9 12,687.5 15.5 0.5% 3. Investments 3,713.7 3,811.4 3,783.6 3,753.1 3,662.1 (90.9) -9.7% 4. Deposits 14,646.6 14,821.5 14,884.6 14,569.1 14,365.1 (204.0) -5.6% 5. Total Equity 2,092.6 2,247.7 2,224.8 2,212.5 2,302.4 89.8 16.2% 6. TCE Ratio 7.65% 8.40% 8.32% 8.27% 8.76% 0.49% 7. Total RBC Ratio 13.66 13.67 13.34 12.95 13.18 0.23 8. ACL / Loans 1.67 1.64 1.64 1.50 1.48 -0.02 9. NCOs / Avg Loans 0.66 0.10 0.07 1.26 0.21 -1.05 10. NPAs + 90PD / Assets 0.33 0.32 0.38 0.37 0.43 0.06 Summary Income Statement 11. Net Interest Income $133.4 $130.1 $127.1 $128.6 $131.1 $2.5 1.9% 12. Provision for Credit Losses 2.0 1.5 2.0 24.5 5.0 (19.5) 13. Noninterest Income 27.8 26.4 26.6 31.3 24.9 (6.4) -20.4% 14. Noninterest Expense 93.8 108.1 96.9 91.4 94.6 3.2 3.5% 15. Pre-tax Income 65.4 46.9 54.8 44.0 56.4 12.4 28.2% 16. Provision for Taxes 9.0 4.4 6.8 4.1 7.2 3.1 75.6% 17. Net Income 56.4 42.5 48.0 39.9 49.2 9.3 23.3% 18. Preferred Stock Dividends 0.5 0.5 0.5 0.5 0.5 0.0 19. Net Income Available to Common Stockholders 55.9 42.0 47.5 39.4 48.7 9.3 23.6% 20. ROAA 1.24% 0.92% 1.04% 0.87% 1.07% 0.20% 21. ROAE 10.38 7.89 8.47 7.16 8.66 1.50 22. ROTCE 16.54 12.75 13.21 11.29 13.39 2.10 23. Net Interest Margin 3.29 3.16 3.10 3.16 3.23 0.07 24. Efficiency Ratio 53.91 63.26 59.21 53.84 53.76 -0.08 Per Share 25. Earnings per Diluted Share $0.94 $0.71 $0.80 $0.68 $0.84 $0.16 26. Tangible Book Value per Share 22.43 25.06 25.07 25.10 26.64 1.54 27. Dividend per Share 0.34 0.34 0.34 0.35 0.35 0.00 28. Dividend Payout Ratio 36.2% 47.9% 42.5% 51.5% 41.7% -9.8% For the Three Months Ended,
Year-to-Date Financial Results 10 ▪ 55.54% Efficiency Ratio ▪ Net interest income declined 6.9% from prior year due to increased funding costs offsetting earning asset income growth ▪ Pre-Tax, Pre-Provision (PTPP) Earnings totaled $199.3 million PTPP ROA was 1.45% and PTPP ROE was 11.90%1 ▪ TCE Ratio increased to 8.76%, an increase of 1.07% over prior year ▪ Tangible Book Value per share totaled $26.64, an increase of $4.21 over prior year Year-to-Date Highlights 1See “Non-GAAP Financial Information” for reconciliation ($M except per share data) 2022 2023 2024 Variance YOY % Variance YOY Balance Sheet & Asset Quality 1. Total Assets $17,719.0 $17,996.6 $18,347.6 $350.9 1.9% 2. Total Loans 11,675.4 12,302.4 12,687.5 385.1 3.1% 3. Investments 4,294.8 3,713.7 3,662.1 (51.6) -1.4% 4. Deposits 14,434.8 14,646.6 14,365.1 (281.5) -1.9% 5. Total Equity 1,906.7 2,092.6 2,302.4 209.7 10.0% 6. TCE Ratio 6.66% 7.69% 8.76% 1.07% 7. Total RBC Ratio 12.84 13.66% 13.18 -0.48 8. ALLL / Loans 1.94 1.67 1.48 -0.19 9. NCOs / Avg Loans -0.01 0.24 0.51 0.27 10. NPAs + 90PD / Assets 0.29 0.33 0.43 0.10 Summary Income Statement 11. Net Interest Income $371.2 $415.3 $386.7 ($28.6) -6.9% 12. Provision for Credit Losses 16.8 2.0 31.5 29.5 13. Noninterest Income 83.8 79.2 82.8 3.7 4.6% 14. Noninterest Expense 266.0 280.2 283.0 2.8 1.0% 15. Pre-tax Income 172.3 212.3 155.1 (57.2) -27.0% 16. Provision for Taxes 20.9 31.0 18.1 (13.0) -41.8% 17. Net Income 151.3 181.3 137.1 (44.3) -24.4% 18. Preferred Stock Dividends 0.9 1.4 1.4 0.0 19. Net Income Available to Common Stockholders 150.4 179.9 135.6 (44.3) -24.6% 20. ROAA 1.19% 1.33% 0.99% -0.34% 21. ROAE 10.14 11.28 8.10 -3.18 22. ROTCE 16.22 18.10 12.64 -5.46 23. Net Interest Margin 3.30 3.42 3.16 -0.26 24. Efficiency Ratio 54.95 52.60 55.54 2.94 Per Share 25. Earnings per Diluted Share $2.62 $3.03 $2.31 ($0.72) 26. Tangible Book Value per Share 19.26 22.43 26.64 4.21 27. Dividend per Share 0.93 1.00 1.04 0.04 28. Dividend Payout Ratio 35.5% 33.0% 45.0% 12.0% For the Nine Months Ended September 30,
Municipal Bonds 56% Mortgage- Backed Securities 26% Collateralized Mortgage Obligations 5% U.S. Agencies 12% Corporate Obligations 1% ▪ Net unrealized AFS Loss of $189.2 million ($265.3M prior Q) ▪ Net unrealized HTM Loss of $286.0 million ($355.3M prior Q) Investment Portfolio Highlights 11 3Q24 Investment Portfolio Composition Yield on Investments (%) / Total Investments ($B) $3.7B Total Investment Portfolio Gains / LossesHighlights Realized Gains/Losses ▪ 3Q 2023 $1.7 million loss ▪ 4Q 2023 $2.3 million loss ▪ 1Q 2024 none ▪ 2Q 2024 none ▪ 3Q 2024 $9.1 million loss Unrealized Losses▪ Effective duration of 6 years ▪ Cash flow of $298 million in the next 12 months / ~2.28% yield ▪ AA rated municipal bond portfolio ▪ ~54% of portfolio classified as Held-to-Maturity ▪ Allowance for Credit Losses for Investments of $245,000 $3.7 $3.8 $3.8 $3.8 $3.7 2.55% 2.56% 2.58% 2.61% 2.63% 3Q23 4Q23 1Q24 2Q24 3Q24 Investments ($B) Yield on Investments (%)
Loan Portfolio Highlights 12 3Q24 Loan Composition Yield on Loans (%) / Total Loans ($B) $12.7B Total 3Q24 Portfolio by Yield Type Highlights Total loan rate mix as of 3Q24 • $8.7 billion variable rate • $4.0 billion fixed rate ▪ Portfolio composition is ~75% Commercial oriented ▪ Total loan yield of 6.86% ▪ New/renewed loan yields averaged 7.70% for the quarter $0.9 $0.7 $0.7$0.4$0.7$0.7 Commercial & Industrial 31.8% Commercial Real Estate Owner-Occupied 9.1% Commercial Real Estate Non-Owner Occupied 17.8% Construction Land & Land Development 6.4% Agricultural Land & Production 1.9% Public Finance/Other Commercial 7.7% Residential Mortgage 18.9% Home Equity 5.1% Other Consumer 1.3% Fixed Rate 32% Prime-Based 12% Other Variable Rates 9% SOFR-Based 47% $12.3 $12.5 $12.5 $12.7 $12.7 6.58% 6.71% 6.68% 6.72% 6.86% 3Q23 4Q23 1Q24 2Q24 3Q24 Total Loans ($B) Yield on Loans (%)
$223,277 $204,934 $187,828 $7,300 $31,500 $25,643 $48,606 ACL - Loans 12/31/2022 Net Charge- offs 2023 Provision Exp. 2023 ACL - Loans 12/31/2023 Net Charge- offs 2024 YTD Provision Exp. 2024 YTD ACL - Loans 9/30/2024 Increase Decrease Allowance for Credit Losses - Loans 13 3Q24 Allowance for Credit Losses - Loans Highlights ▪ $5.0 million Q3 provision expense ▪ The reserve for unfunded commitments totals $19.5 million and is recorded in Other Liabilities ▪ The remaining fair value accretion on acquired loans is $18.8 million inclusive of credit and interest rate marks Change in ACL – Loans $205.8 $204.9 $204.7 $189.5 $187.8 1.67% 1.64% 1.64% 1.50% 1.48% 3Q23 4Q23 1Q24 2Q24 3Q24 Allowance Allowance to Loans
Deposit Portfolio Highlights 14 3Q24 Deposit Composition Highlights $14.4B Total 1Total brokered deposits of $838 million, which includes brokered CDs of $304 million 2Defined as total deposits less time deposits > $100k Cost of Total Deposits (%) / Total Deposits ($B) ▪ Strong core deposit base • 89% core deposits2 • 16% noninterest bearing • 37% yield 5 bps or less ▪ Rate paid on interest-bearing deposits increased slightly to 3.20% ▪ Insured 68.9% / Uninsured 31.1% ▪ Average deposit account balance of $34,000 1 Demand Deposits 53% Savings Deposits 30% Certificates & Time Deposits > $100k 9% Certificates & Time Deposits < $100k 6% Brokered Certificates of Deposits 2% $14.6 $14.8 $14.9 $14.6 $14.4 2.32% 2.58% 2.64% 2.66% 2.69% 3Q23 4Q23 1Q24 2Q24 3Q24 Total Deposits ($B) Cost of Total Deposits (%)
Net Interest Margin 15 $105.1$97.1 $97.3 $105.1 $107.0$97.8 $107.0 $97.3 $105.1 $110.0$109.2 $107.0 $105.1 $109.2 $110.0 $106.9 1Adjusted for Fair Value Accretion 3Q23 4Q23 1Q24 2Q24 3Q24 1. Net Interest Income - FTE ($millions) 139.3$ 135.9$ 132.9$ 134.4$ 137.0$ 2. Fair Value Accretion 2.0$ 1.7$ 1.4$ 1.5$ 1.4$ 3. Adjusted Net Interest Income - FTE1 137.3$ 134.2$ 131.5$ 132.9$ 135.6$ 4. Tax Equivalent Yield on Earning Assets 5.55% 5.64% 5.65% 5.69% 5.82% 5. Interest Expense/Average Earning Assets 2.26% 2.48% 2.55% 2.53% 2.59% 6. Net Interest Margin 3.29% 3.16% 3.10% 3.16% 3.23% 7. Fair Value Accretion Effect 0.05% 0.04% 0.03% 0.03% 0.04% 8. Adjusted Net Interest Margin1 3.24% 3.12% 3.07% 3.13% 3.19% $139.3 $135.9 $132.9 $134.4 $137.0 3.29% 3.16% 3.10% 3.16% 3.23% 3Q23 4Q23 1Q24 2Q24 3Q24 Net Interest Income - FTE ($millions) Net Interest Margin
Wealth Management $8.5 20% Gain on Sale of Loans $6.8 16% Service Charges $8.4 19% Card Payment Fees $5.1 12% Gain (Loss) on Sale of Securities ($9.1) -21% Derivative Hedge Fees $0.7 2%BOLI $2.8 6% Other Customer Fees $0.3 1% Other $1.4 3% Noninterest Income Highlights 16 3Q24 Noninterest Income Detail ($M) $24.9M Total Noninterest Income Trends Fee Income / Revenue Highlights ▪ Customer-related fees totaling $29.8 million for 3Q24, increased $2.0 million from 2Q24 driven by higher gains on the sales of mortgage loans ▪ Non-customer related fees decreased $8.4 million from prior quarter primarily due to $9.1 million in net realized losses on sales of available for sale securities 16.6% 16.3% 16.7% 18.9% 15.4% Customer-Related Fees ($M) $7.4 $8.2 $8.2 $8.8 $8.5 $5.5 $4.1 $3.3 $5.1 $6.8 $8.0 $7.7 $7.9 $8.2 $8.4 $4.7 $4.4 $4.5 $4.7 $5.1 $0.9 $1.3 $0.6 $1.0 $1.0 $26.5 $25.7 $24.5 $27.8 $29.8 3Q23 4Q23 1Q24 2Q24 3Q24 Wealth Management Gain on Sale of Loans Service Charges Card Payment Fees Other Customer Fees
53.91% 63.26% 59.21% 53.84% 53.76% Noninterest Expense Highlights 17 3Q24 Noninterest Expense Detail $94.6M Total Noninterest Expense Trends ($M) Efficiency Ratio Highlights ▪ Increase from Q2 driven by a $3.0 million increase in salaries and benefits mainly driven by higher incentives 14Q23 & 1Q24 Efficiency Ratio excluding non-core expenses, see “Non-GAAP Financial Information” for reconciliation 55.56%1 57.03%1 Salary & Benefits $55.2 58% Premises & Equipment $13.9 15% Outside Data Processing $7.2 8% Professional & Other Outside Services $3.0 3% Intangible Asset Amortization $1.8 2%Marketing $1.8 2% FDIC Expense $3.7 4% Other $8.0 8% $55.6 $60.9 $58.3 $52.2 $55.2 $12.5 $15.2 $13.5 $13.3 $13.9 $6.6 $5.9 $6.9 $7.1 $7.2 $19.2 $26.1 $18.2 $18.8 $18.3 $93.9M $108.1M $96.9M $91.4M $94.6M 3Q23 4Q23 1Q24 2Q24 3Q24 Salary & Benefits Premises & Equipment Outside Data Processing Other
Capital Ratios 18 Tangible Common Equity Ratio Common Equity Tier 1 Ratio Total Risk-Based Capital Ratio 9.31% 9.31% 9.57% 9.31% 9.65%9.57%9.31% 9.57% 9.65% 9.04% ▪ Capital ratios reflect $65 million of sub debt redemption and $50 million of stock buyback YTD ▪ TCE increase due to strong earnings and securities valuation recapture in AOCI Highlights 7.65% 8.40% 8.32% 8.27% 8.76% 3Q23 4Q23 1Q24 2Q24 3Q24 TCE Ratio Target TCE (8.00%) 11.26% 11.35% 11.25% 11.02% 11.25% 3Q23 4Q23 1Q24 2Q24 3Q24 CET 1 Ratio Target CET1 Ratio (10.00%) 13.66% 13.67% 13.34% 12.95% 13.18% 3Q23 4Q23 1Q24 2Q24 3Q24 TRBC Ratio Target TRBC Ratio (12.50%)
3Q24 Highlights Loan Portfolio 19 Geography Loan Portfolio Trends ($M) Strong C&I loan demand. Higher rates moderating investment real estate activity ▪ C&I and CRE OO up $73.4 million ▪ CRE NOO & Construction down $78.3 million Real Estate Concentration Levels: ▪ CRE Construction: 42.7% / 100% ▪ CRE Total: 160.8% / 300% Year Over Year Highlights Loan growth of $385.1 million or 3.1% ▪ Balanced commercial loan growth - $258.8 million • C&I – Regional Banking - $538.9 million • C&I - Sponsor Finance - $12.1 million • Public Finance - $15.2 million ▪ Total Resi Mtg & Cons. - $126.8 million • Mortgage growth of $111.2 million, primarily from portfolio ARMs 83.4% of borrowers within four state Midwest geography
▪ $840.6 million to 89 companies, top borrowers in Construction, Rental and Leasing, Finance and Insurance, Manufacturing, and Other Admin/Prof. Services ▪ Senior Debt/Adj. EBITDA < 3.0X ~ 81.3% ▪ Total Debt/Adj. EBITDA < 4.0X ~ 80.3% ▪ FCCR > 1.50X ~ 65.6% ▪ ~5.0% Classified (as a % of portfolio)C&I Includes commercial and industrial, sponsor and owner- occupied real estate loans C&I - Sponsor Finance ▪ Line utilization 3Q24 at 45.0% from 45.3% 2Q24 ▪ Shared National Credits: • $886.7 million to 79 Borrowers, $11.2 million average balance • Top borrowers in Wholesale Trade, Agriculture, Finance & Insurance, and Rental and Leasing ▪ $53.9 million of SBA guaranteed loans Loan Portfolio Insights 20 C&I ▪ $144.9 million Resi Real Estate Construction ▪ $669.8 million CRE Construction3 Construction Finance Home Equity / Other Consumer Residential Mortgage ▪ > 95.7% of $692.9 million in consumer loans had a credit score exceeding 669 at origination1 ▪ $262 million residential mortgage secured, related to commercial loan relationships ▪ $2.0 billion residential mortgage loans • > 91% of $1.8 billion in residential portfolio loans had a credit score at origination exceeding 6692 Commercial Mortgage & Consumer 1Excludes ~14% of loans where origination data is unavailable 2Excludes ~14% of residential loans where origination data is unavailable 3Includes Construction, Land, & Land Development ($M) Balance Commit. % CRE Construction3 Commit. QoQ $ Change Multi-Family 453$ 884$ 67.6% 17$ Self Storage 43$ 61$ 6.5% (33)$ Land/Land dev 36$ 40$ 5.3% (3)$ Office-Medical 14$ 15$ 2.1% 7$ Office-General 6$ 20$ 0.9% (2.8)$
Office - Maturities Loan Portfolio Insights (continued) 21 Total Loans $12.7 Billion Commercial Real Estate (Non-Owner Occupied) ($M) Office (Non-Owner Occupied) ($M) ▪ Top 10 loans are 48.9% of total office with WALTV of ~63.7% at origination ▪ Largest NOO Office $25.0 million, medical office, 67.2% LTV ▪ 2nd largest $24.7 million, 40% owner occupied Office Maturities $260.4 Million Office % Total Loans Non-Office CRE (NOO), 15.7% Office CRE 2.1% <= 1yr. 14.4% 1-3 yrs. 28.7% 3-5 yrs. 31.9% Over 5 yrs. 25.0% Multi-Family Industrial Retail Office Warehouse / Storage Nursing Homes Other Total CRE (NOO) Balance: 642.0$ 346.7$ 334.7$ 260.4$ 241.6$ 123.3$ 305.1$ 2,254$ Commitment: 672.6$ 360.9$ 338.3$ 263.7$ 245.8$ 124.8$ 327.3$ 2,333$ # of loans: 452 461 286 185 101 13 117 1,615 % of Total Loans: 5.1% 2.7% 2.6% 2.1% 1.9% 1.0% 2.4% 17.8% Average Loan Balance: 1.4$ 0.8$ 1.2$ 1.4$ 2.4$ 9.5$ 2.6$ 1.4$ Top 10 - Avg. Loan Com: 16.5$ 8.6$ 8.6$ 12.8$ 13.9$ 12.5$ 24.5$ 24.5$
Asset Quality 22 Asset Quality Trends ($M) Highlights 3Q23 4Q23 1Q24 2Q24 3Q24 1. Non-Accrual Loans 53.1$ 53.6$ 62.5$ 61.9$ 59.1$ 2. Other Real Estate 6.5 4.8 4.9 4.8 5.2 3. 90PD Loans 0.1 0.2 2.8 1.7 14.1 4. NPAs + 90PD 59.7$ 58.6$ 70.2$ 68.4$ 78.4$ 5. NPAs + 90PD/Loans and ORE 0.49% 0.47% 0.56% 0.54% 0.62% 6. Classified Loans 232.2$ 242.8$ 279.4$ 296.6$ 370.9$ 7. Classified Loans/Loans 1.89% 1.94% 2.24% 2.34% 2.92% 8. Net Charge-offs (QTD) 20.4$ 3.1$ 2.3$ 39.6$ 6.7$ 9. QTD NCO/Avg. Loans (Annualized) 0.66% 0.10% 0.07% 1.26% 0.21% Non-Accruals: ▪ Largest: Hospitality, Nursing Care Facilities, Manufacturing ▪ Non-accrual loans down $2.8 million ▪ NPAs + 90 days end quarter at $78.4 million or 62 basis points ▪ $13 million matured 90 day past due relationship renewed following Q end and is accruing and current Charge-offs: ▪ $5.6 million of $6.7 million charge-offs a result of additional loss related to prior quarter charge-off of trucking company relationship. Liquidation substantially complete by end of 4Q.
Nonperforming Assets 23 Nonperforming Assets Roll Forward ($M) 3Q24 Highlights Non-Accrual Migration: ▪ New non-accruals down from 1st and 2nd quarter to $13.2 million ▪ $5.6 million of $7.6 million gross charge-off a result of additional loss related to prior quarter charge-off of trucking company relationship ▪ NPAs and 90+ days past due up $10 million but flat with renewal of matured relationship
Track Record of Shareholder Value 24 10-Year Total Return (2013-2023) Earnings per Share Tangible Book Value per Share Dividends per Share CAGR 2013-2023: 10.2% CAGR 2013-2023: 7.5% Adjusted CAGR1 8.7% Return on Tangible Common Equity 1Tangible book value per share excluding unrealized gain/loss in available for sale securities. CAGR 2013-2023: 22.2% 1 215% 191% FRME S&P BMI US Bank $1.41 $1.65 $1.72 $1.98 $2.12 $3.22 $3.19 $2.74 $3.81 $3.81 $3.73 $2.31 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 YTD'24 $0.18 $0.29 $0.41 $0.54 $0.69 $0.84 $1.00 $1.04 $1.13 $1.25 $1.34 $1.04 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 YTD'24 12.69% 12.94% 12.47% 13.26%13.29% 18.77% 15.81% 12.21% 16.17% 18.12% 16.76% 12.64% 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 YTD'24 $12.17 $13.65 $14.68 $15.85 $16.96 $19.12 $21.94 $24.27 $25.21 $21.45 $25.06 $26.64 $12.12 $13.27 $14.38 $15.83 $16.78 $19.24 $21.24 $22.64 $24.09 $25.42 $27.98 $29.21 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 YTD'24 TBVPS TBVPS Without AFS OCI
$5.4 $5.8 $6.8 $7.2 $9.4 $9.9 $12.5 $14.1 $15.5 $17.9 $18.3 $18.3 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 3Q24 History of Organic and Whole Bank Acquisition Growth 25 Total Assets ($B) Growth Through Acquisition ✓ Experienced Acquirer ✓ Expanded in Current High-Growth Markets ✓ Extended into Additional High-Growth Markets ✓ Added to Franchise with Stable Deposit Gathering Markets 2000 Decatur Bank & Trust 2001 Frances Slocum Bank & Trust 2002 Lafayette Bank & Trust 2003 Commerce National Bank 2008 Lincoln Bank 2012 Shelby County Bank 2013 Citizens Financial Bank 2014 Community Bank 2015 Cooper State Bank Ameriana Bank 2017 Arlington Bank iAB Financial Bank 2019 Monroe Bank & Trust 2022 (Closed April 1, 2022)
Vision for the Future 26 Our Vision: To enhance the financial wellness of the diverse communities we serve. To be the most attentive, knowledgeable, and high-performing bank for our clients, teammates, and shareholders. We are a collection of dynamic colleagues with diverse experiences and perspectives who share a passion for positively impacting lives. We are genuinely committed to attracting and engaging teammates of diverse backgrounds. We believe in the power of inclusion and belonging. ▪ Drive engagement through inclusivity, teamwork, performance management, career development, rewards, and work-life balance ▪ Produce organic growth across all lines of business and markets through focused, data- driven, industry-leading client acquisition, expansion, and retention activities ▪ Continued investment in the digitization of our delivery channels to simplify the client experience ▪ Maintain top-quartile financial results supported by industry-leading governance, risk, and compliance practices to ensure long-term sustainability ▪ Continue to leverage our core competency in acquisitions to enhance growth, efficiency, and high performance ▪ Cultivate a high-quality shareholder base that values our stakeholder-centric business model Strategic Imperatives: Our Mission: Our Team:
27 APPENDIX
Non-GAAP 28 1Non-core expenses in 4Q23 included $4.3 million from the FDIC special assessment, $6.3 million from early retirement and severance costs, and $2.1 million from a lease termination. 2Non-core expenses in 1Q24 included $1.1 million from the FDIC special assessment and $2.4 million from digital platform conversion costs. ADJUSTED NET INCOME AND DILUTED EARNINGS PER COMMON SHARE 3Q23 4Q23 1Q24 2Q24 3Q24 9/30/22 YTD 9/30/23 YTD 9/30/24 YTD (Dollars in Thousands, Except Per Share Amounts) Net Income Available to Common Stockholders - GAAP 55,898$ 42,010$ 47,472$ 39,456$ 48,719$ 150,391$ 179,901$ 135,647$ Adjustments: PPP loan income (8) (7) - - - (3,098) (42) - Net realized losses/(gains) on sales of available for sale securities 1,650 2,317 2 49 9,114 (1,137) 4,613 9,165 Acquisition-related expenses - - - - - 16,118 - - Acquisition-related provision expense - - - - - 16,755 - - Non-core expenses1,2 - 12,682 3,481 - - - - 3,481 Tax on adjustments (403) (3,652) (848) (12) (2,220) (7,022) (1,121) (3,081) Adjusted Net Income Available to Common Stockholders - NON-GAAP 57,137$ 53,350$ 50,107$ 39,493$ 55,613$ 172,007$ 183,351$ 145,212$ Average Diluted Common Shares Outstanding 59,503 59,556 59,273 58,328 58,289 57,468 59,465 58,629 Diluted Earnings Per Common Share - GAAP 0.94$ 0.71$ 0.80$ 0.68$ 0.84$ 2.62$ 3.03$ 2.31$ Adjustments: PPP loan income - - - - - (0.05) - - Net realized losses/(gains) on sales of available for sale securities 0.03 0.04 - - 0.15 (0.02) 0.07 0.16 Acquisition-related expenses - - - - - 0.27 - - Acquisition-related provision expense - - - - - 0.30 - - Non-core expenses1,2 - 0.21 0.06 - - - - 0.06 Tax on adjustments (0.01) (0.06) (0.01) - (0.04) (0.12) (0.02) (0.05) Adjusted Diluted Earnings Per Common Share - NON-GAAP 0.96$ 0.90$ 0.85$ 0.68$ 0.95$ 3.00$ 3.08$ 2.48$
Non-GAAP 29 1Non-core expenses in 4Q23 included $4.3 million from the FDIC special assessment, $6.3 million from early retirement and severance costs, and $2.1 million from a lease termination. 2Non-core expenses in 1Q24 included $1.1 million from the FDIC special assessment and $2.4 million from digital platform conversion costs. PRE-TAX, PRE-PROVISION ("PTPP") EARNINGS, AS ADJUSTED 3Q23 4Q23 1Q24 2Q24 3Q24 9/30/22 YTD 9/30/23 YTD 9/30/24 YTD (Dollars in Thousands, Except Per Share Amounts) Net Interest Income (GAAP) 133,383$ 130,064$ 127,063$ 128,571$ 131,110$ 371,247$ 415,337$ 386,744$ Other Income (GAAP) 27,842 26,443 26,638 31,334 24,866 83,790 79,158 82,838 Total Revenue 161,225 156,507 153,701 159,905 155,976 455,037 494,495 469,582 Less: Other Expenses (GAAP) (93,854) (108,103) (96,935) (91,412) (94,628) (266,016) (280,167) (282,977) Add: Net Realized Losses on Sales of Available for Sale Securities 1,650 2,317 2 49 9,114 (1,137) 4,613 9,165 Add: Acquisition-Related Expenses (GAAP) - - - - - 16,118 - - Add: Non-core Expenses1,2 (non-GAAP) - 12,682 3,481 - - - - 3,481 Pre-Tax, Pre-Provision Earnings (non-GAAP) 69,021$ 63,403$ 60,249$ 68,542$ 70,462$ 204,002$ 218,941$ 199,251$ Average Assets (GAAP) 18,152,239$ 18,397,200$ 18,430,521$ 18,332,159$ 18,360,580$ 17,012,930$ 18,115,504$ 18,374,370$ Average Equity (GAAP) 2,154,232$ 2,130,993$ 2,242,139$ 2,203,361$ 2,251,547$ 1,977,299$ 2,126,005$ 2,232,419$ PTPP/Average Assets (PTPP ROA) 1.52% 1.38% 1.31% 1.50% 1.54% 1.60% 1.61% 1.45% PTPP/Average Equity (PTPP ROE) 12.82% 11.90% 10.75% 12.44% 12.52% 13.76% 13.73% 11.90%
Non-GAAP 30 NET INTEREST MARGIN ("NIM"), ADJUSTED 3Q23 4Q23 1Q24 2Q24 3Q24 9/30/22 YTD 9/30/23 YTD 9/30/24 YTD (Dollars in Thousands, Except Per Share Amounts) Net Interest Income (GAAP) 133,383$ 130,063$ 127,063$ 128,571$ 131,110$ 371,247$ 415,337$ 386,744$ Fully Taxable Equivalent ("FTE") Adjustment 5,911 5,853 5,795 5,859 5,883 18,220 18,090 17,538 Net Interest Income (FTE) (non-GAAP) 139,294 135,916 132,858 134,430 136,993 389,467 433,427 404,282 Average Earning Assets (GAAP) 16,947,669$ 17,222,714$ 17,123,851$ 17,013,984$ 16,990,358$ 15,744,040$ 16,913,965$ 17,042,540$ Net Interest Margin (GAAP) 3.15% 3.02% 2.97% 3.02% 3.09% 3.14% 3.27% 3.03% Net Interest Margin (FTE) (non-GAAP) 3.29% 3.16% 3.10% 3.16% 3.23% 3.30% 3.42% 3.16%
Non-GAAP 31 1Non-core expenses in 4Q23 included $4.3 million from the FDIC special assessment, $6.3 million from early retirement and severance costs, and $2.1 million from a lease termination. 2Non-core expenses in 1Q24 included $1.1 million from the FDIC special assessment and $2.4 million from digital platform conversion costs. EFFICIENCY RATIO (dollars in thousands): 3Q23 4Q23 1Q24 2Q24 3Q24 3Q22 YTD 3Q23 YTD 3Q24 YTD EFFICIENCY RATIO (dollars in thousands): Non Interest Expense (GAAP) 93,854$ 108,103$ 96,935$ 91,413$ 94,629$ 266,016$ 280,167$ 282,977 Less: Intangible Asset Amortization (2,182) (2,182) (1,957) (1,771) (1,772) (5,972) (6,561)$ (5,500) Less: OREO and Foreclosure Expenses (677) (1,743) (534) (373) (942) (626) (1,575)$ (1,849) Adjusted Non Interest Expense (non-GAAP) 90,995 104,178 94,444 89,269 91,915 259,418 272,031 275,628 Net Interest Income (GAAP) 133,383 130,063 127,063 128,571 131,110 371,247 415,337 386,744 Plus: Fully Taxable Equivalent Adjustment 5,911 5,853 5,795 5,859 5,883 18,220 18,090 17,538 Net Interest Income on a Fully Taxable Equivalent Basis (non-GAAP) 139,294 135,916 132,858 134,430 136,993 389,467 433,427 404,282 Non Interest Income (GAAP) 27,842 26,444 26,638 31,334 24,866 83,791 79,158 82,838 Less: Investment Securities (Gains) Losses 1,650 2,317 2 49 9,114 (1,137) 4,613 9,165 Adjusted Non Interest Income (non-GAAP) 29,492 28,761 26,640 31,383 33,980 82,654 83,771 92,003 Adjusted Revenue (non-GAAP) 168,786 164,677 159,498 165,813 170,973 472,121 517,198 496,285 Efficiency Ratio (non-GAAP) 53.91% 63.26% 59.21% 53.84% 53.76% 54.95% 52.60% 55.54% Adjusted Non Interest Expense (non-GAAP) 90,995 104,178 94,444 89,269 91,915 259,418 272,031 275,628 Acquisition-related expenses - - - - - (16,118) - - Non-core expenses1,2 - (12,682) (3,481) - - - - (3,481) Adjusted Non Interest Expense Excluding Non-Core Expenses (non-GAAP) 90,995 91,496 90,963 89,269 91,915 243,300 272,031 272,147 Efficiency Ratio Excluding Non-Core Expenses (non-GAAP) 53.91% 55.56% 57.03% 53.84% 53.76% 51.53% 52.60% 54.84%
Non-GAAP 32 1 Includes net unrealized gains or losses on securities available for sale, net gains or losses on cash flow hedges, and amounts resulting from the application of the applicable accounting guidance for defined benefit and other postretirement plans. CAPITAL RATIOS (dollars in thousands): 3Q22 3Q23 4Q23 1Q24 2Q24 3Q24 Total Risk-Based Capital Ratio (dollars in thousands) Total Stockholders' Equity (GAAP) 1,906,666 2,092,644 2,247,713 2,224,803 2,212,525 2,302,373 Adjust for Accumulated Other Comprehensive (Income) Loss 1 314,089 307,270 175,970 198,029 211,979 151,825 Less: Preferred Stock (25,125) (25,125) (25,125) (25,125) (25,125) (25,125) Add: Qualifying Capital Securities 25,000 25,000 25,000 25,000 25,000 25,000 Less: Tier 1 Capital Deductions - - - - - - Less: Disallowed Goodwill and Intangible Assets (740,780) (732,903) (731,315) (729,734) (728,321) (726,907) Less: Disallowed Deferred Tax Assets (1,267) (192) (131) (340) (282) (257) Add: Modified CECL Transition Amount 23,028 11,514 11,514 - - - Total Tier 1 Capital (Regulatory) 1,501,611$ 1,678,208$ 1,703,626$ 1,692,633$ 1,695,776$ 1,726,909$ Qualifying Subordinated Debentures 143,089 143,147 132,174 98,176 78,236 78,205 Allowance for Loan Losses includible in Tier 2 Capital 178,490 184,046 185,324 185,639 189,697 189,366 Total Risk-Based Capital (Regulatory) 1,823,190$ 2,005,401$ 2,021,124$ 1,976,448$ 1,963,709$ 1,994,480$ Net Risk-Weighted Assets (Regulatory) 14,196,430$ 14,683,329$ 14,787,474$ 14,818,838$ 15,161,104$ 15,132,640$ Total Risk-Based Capital Ratio (Regulatory) 12.84% 13.66% 13.67% 13.34% 12.95% 13.18% Common Equity Tier 1 Capital Ratio Total Tier 1 Capital (Regulatory) 1,501,611$ 1,678,208$ 1,703,626$ 1,692,633$ 1,695,776$ 1,726,909$ Less: Qualified Capital Securities (25,000) (25,000) (25,000) (25,000) (25,000) (25,000) Add: Additional Tier 1 Capital Deductions - - - - - - Common Equity Tier 1 Capital (Regulatory) 1,476,611$ 1,653,208$ 1,678,626$ 1,667,633$ 1,670,776$ 1,701,909$ Net Risk-Weighted Assets (Regulatory) 14,196,430$ 14,683,329$ 14,787,474$ 14,818,838$ 15,161,104$ 15,132,640$ Common Equity Tier 1 Capital Ratio (Regulatory) 10.40% 11.26% 11.35% 11.25% 11.02% 11.25%
Non-GAAP 33 3Q22 3Q23 4Q23 1Q24 2Q24 3Q24 Tangible Common Equity Ratio (dollars in thousands) Total Stockholders' Equity (GAAP) 1,906,666$ 2,092,644$ 2,247,713$ 2,224,803$ 2,212,525$ 2,302,373$ Less: Preferred Stock (25,125) (25,125) (25,125) (25,125) (25,125) (25,125) Less: Intangible Assets (750,713) (741,283) (739,101) (737,144) (735,373) (733,601) Tangible Common Equity (non-GAAP) 1,130,828$ 1,326,236$ 1,483,487$ 1,462,534$ 1,452,027$ 1,543,647$ Total Assets (GAAP) 17,718,985$ 18,078,263$ 18,405,887$ 18,317,803$ 18,303,423$ 18,347,552$ Less: Intangible Assets (750,713) (741,283) (739,101) (737,144) (735,373) (733,601) Tangible Assets (non-GAAP) 16,968,272$ 17,336,980$ 17,666,786$ 17,580,659$ 17,568,050$ 17,613,951$ Tangible Common Equity Ratio (non-GAAP) 6.66% 7.65% 8.40% 8.32% 8.27% 8.76% 4Q13 4Q14 4Q15 4Q16 4Q17 4Q18 4Q19 4Q20 Tangible Common Equity Per Share Total Stockholders' Equity (GAAP) 634,923$ 726,827$ 850,509$ 901,657$ 1,303,463$ 1,408,260$ 1,786,437$ 1,875,645$ Less: Preferred Stock (125) (125) (125) (125) (125) (125) (125) (125) Less: Intangible Assets (202,767) (218,755) (259,764) (258,866) (476,503) (469,784) (578,881) (572,893) Tax Benefit 4,973 6,085 6,278 5,930 6,788 5,017 7,257 5,989 Tangible Common Equity, Net of Tax (non-GAAP) 437,004$ 514,032$ 596,898$ 648,596$ 833,623$ 943,368$ 1,214,688$ 1,308,616$ Common Shares Outstanding 35,921,761 37,669,948 40,664,258 40,912,697 49,158,238 49,349,800 55,368,482 53,922,359 Tangible Common Equity per Share (non-GAAP) 12.17$ 13.65$ 14.68$ 15.85$ 16.96$ 19.12$ 21.94$ 24.27$ 4Q21 3Q22 4Q22 3Q23 4Q23 1Q24 2Q24 3Q24 Tangible Common Equity Per Share Total Stockholders' Equity (GAAP) 1,912,571$ 1,906,666$ 2,034,770$ 2,092,644$ 2,247,713$ 2,224,803$ 2,212,525$ 2,302,373$ Less: Preferred Stock (125) (25,125) (25,125) (25,125) (25,125) (25,125) (25,125) (25,125) Less: Intangible Assets (570,860) (750,713) (747,844) (741,283) (739,101) (737,144) (735,373) (733,601) Tax Benefit 4,875 8,197 7,702 6,290 5,819 5,398 5,020 4,642 Tangible Common Equity, Net of Tax (non-GAAP) 1,346,461$ 1,139,025$ 1,269,503$ 1,332,526$ 1,489,306$ 1,467,932$ 1,457,047$ 1,548,289$ Common Shares Outstanding 53,410,411 59,145,414 59,170,583 59,398,022 59,424,122 58,564,819 58,045,653 58,117,115 Tangible Common Equity per Share (non-GAAP) 25.21$ 19.26$ 21.45$ 22.43$ 25.06$ 25.07$ 25.10$ 26.64$
Non-GAAP 34 2013 2014 2015 2016 2017 2018 2019 Return on Tangible Common Equity Total Average Stockholders' Equity (GAAP) 540,255$ 675,295$ 753,724$ 884,664$ 1,110,524$ 1,343,861$ 1,569,615$ Less: Average Preferred Stock (47,537) (125) (125) (125) (125) (125) (125) Less: Average Intangible Assets, Net of Tax (153,519) (199,354) (215,281) (254,332) (360,005) (467,421) (499,622) Average Tangible Common Equity, Net of Tax (non-GAAP) 339,199$ 475,816$ 538,318$ 630,207$ 750,394$ 876,315$ 1,069,868$ Net Income Available to Common Stockholders (GAAP) 42,150$ 60,162$ 65,384$ 81,051$ 96,070$ 159,139$ 164,460$ Plus: Intangible Asset Amortization, Net of Tax 892 1,395 1,720 2,542 3,670 5,307 4,736 Tangible Net Income (non-GAAP) 43,042$ 61,557$ 67,104$ 83,593$ 99,740$ 164,446$ 169,196$ Return on Tangible Common Equity (non-GAAP) 12.69% 12.94% 12.47% 13.26% 13.29% 18.77% 15.81% 2020 2021 2022 YTD 2022 3Q23 2023 YTD Return on Tangible Common Equity Total Average Stockholders' Equity (GAAP) 1,825,135$ 1,866,632$ 1,977,299$ 1,972,445$ 2,154,232$ 2,126,005$ Less: Average Preferred Stock (125) (125) (16,792) (18,875) (25,125) (25,125) Less: Average Intangible Assets, Net of Tax (569,377) (567,512) (685,707) (699,803) (735,787) (737,476) Average Tangible Common Equity, Net of Tax (non-GAAP) 1,255,633$ 1,298,995$ 1,274,800$ 1,253,767$ 1,393,320$ 1,363,404$ Net Income Available to Common Stockholders (GAAP) 148,600$ 205,531$ 150,391$ 220,683$ 55,898$ 179,901$ Plus: Intangible Asset Amortization, Net of Tax 4,730 4,540 4,718 6,537 1,724 5,182 Tangible Net Income (non-GAAP) 153,330$ 210,071$ 155,109$ 227,220$ 57,622$ 185,083$ Return on Tangible Common Equity (non-GAAP) 12.21% 16.17% 16.22% 18.12% 16.54% 18.10% 4Q23 2023 1Q24 2Q24 3Q24 2024 YTD Return on Tangible Common Equity Total Average Stockholders' Equity (GAAP) 2,130,993$ 2,127,262$ 2,242,139$ 2,203,361$ 2,251,547$ 2,232,419$ Less: Average Preferred Stock (25,125) (25,125) (25,125) (25,125) (25,125) (25,125) Less: Average Intangible Assets, Net of Tax (734,007) (736,601) (732,432) (730,980) (729,581) (730,993) Average Tangible Common Equity, Net of Tax (non-GAAP) 1,371,861$ 1,365,536$ 1,484,582$ 1,447,256$ 1,496,841$ 1,476,301$ Net Income Available to Common Stockholders (GAAP) 42,010$ 221,911$ 47,472$ 39,456$ 48,719$ 135,647$ Plus: Intangible Asset Amortization, Net of Tax 1,724 6,906 1,546 1,399 1,399 4,345 Tangible Net Income (non-GAAP) 43,734$ 228,817$ 49,018$ 40,855$ 50,118$ 139,992$ Return on Tangible Common Equity (non-GAAP) 12.75% 16.76% 13.21% 11.29% 13.39% 12.64%