NOTE 12 — BORROWINGS

Short-term Borrowings
Securities Sold under Agreements to Repurchase
BancShares held $224 million and $367 million at December 31, 2025 and December 31, 2024, respectively, of securities sold under agreements to repurchase that have overnight contractual maturities and are collateralized by government agency securities. The weighted average interest rate for securities sold under agreements to repurchase was 0.41% and 0.59% at December 31, 2025 and 2024, respectively.

BancShares utilizes securities sold under agreements to repurchase to facilitate the needs for collateralization of commercial customers and secure wholesale funding needs. Repurchase agreements are transactions whereby BancShares offers to sell to a counterparty an undivided interest in an eligible security at an agreed upon purchase price, and which obligates BancShares to repurchase the security at an agreed upon date, repurchase price and interest rate. These agreements are recorded at the amount of cash received in connection with the transactions and are reflected as securities sold under customer repurchase agreements.

BancShares monitors collateral levels on a continuous basis and maintains records of each transaction specifically describing the applicable security and the counterparty’s fractional interest in that security, and segregates the security from general assets in accordance with regulations governing custodial holdings of securities. The primary risk with repurchase agreements is market risk associated with the investments securing the transactions, as additional collateral may be required based on fair value changes of the underlying investments. Securities pledged as collateral under repurchase agreements are maintained with safekeeping agents. The carrying value of investment securities pledged as collateral under repurchase agreements was $230 million and $435 million at December 31, 2025 and 2024, respectively.
Long-term Borrowings
On September 5, 2025, the Parent Company issued and sold $600 million aggregate principal amount of its 5.600% Fixed Rate Reset Subordinated Notes due in 2035 in a public offering. On March 12, 2025, the Parent Company issued and sold $500 million aggregate principal amount of its 5.231% Fixed-to-Floating Rate Senior Notes due in 2031 and $750 million aggregate principal amount of its 6.254% Fixed-to-Fixed Rate Subordinated Notes due in 2040 in a public offering.

In December 2025, FCB made a partial prepayment of $2.49 billion on the outstanding Purchase Money Note and recognized a loss on extinguishment of debt of $9 million. On June 15, 2025, the Parent Company redeemed all $350 million aggregate principal amount of its 3.375% Fixed-to-Floating Rate Subordinated Notes due in 2030.

The following table presents long-term borrowings, net of the respective unamortized purchase accounting adjustments and issuance costs:

Long-term Borrowings
dollars in millionsMaturityDecember 31, 2025December 31, 2024
Parent Company:
Senior:
Fixed-to-Floating Senior Notes at 5.231% (1)
March 2031$497 $— 
Subordinated:
Fixed-to-Floating Subordinated Notes at 3.375% (2)
March 2030— 350 
Fixed Rate Reset Subordinated Notes at 5.600% (3)
September 2035597 — 
Fixed-to-Fixed Subordinated Notes at 6.254% (4)
March 2040745 — 
Subsidiaries:
Senior:
Fixed Senior Unsecured Notes at 6.000%
April 203658 58 
Subordinated:
Fixed Subordinated Notes at 6.125%
March 2028430 445 
Secured:
Purchase Money Note to FDIC fixed at 3.500% (5)
March 202833,385 35,816 
Capital lease obligationsMaturities through May 205772 15 
Total long-term borrowings$35,784 $36,684 
(1) The fixed rate period will end March 12, 2030, and the notes will thereafter bear a floating interest rate equal to a benchmark rate based on the Compounded Secured Overnight Financing Rate (“SOFR”) Index Rate plus 141 basis points (“bps”) per annum until the maturity date (or date of earlier redemption).
(2) The fixed rate period ended on March 15, 2025, and the notes converted to a floating interest rate equal to Three-Month Term SOFR plus 246.5 bps per annum. The notes included a callable feature and were redeemed on June 15, 2025.
(3) The interest rate will reset on September 5, 2030, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S. Treasury Rate as of the day falling two business days prior to the notes reset date plus 185 bps per annum until the maturity date (or date of earlier redemption).
(4) The interest rate will reset on March 12, 2035, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S. Treasury Rate as of the day falling two business days prior to the notes reset date plus 197 bps per annum until the maturity date (or date of earlier redemption).
(5)    Refer to Note 2—Business Combinations and Note 5—Loans and Leases.

Contractual maturities of long-term borrowings (borrowings with original maturities of more than one year) at December 31, 2025 are included in the following table.

Long-term Borrowings Maturities (1)
dollars in millions
Year Ended December 31,
2026$(37)
2027(39)
202833,889 
2029(1)
2030(1)
Thereafter1,973 
Total long-term borrowings$35,784 
(1)    Amounts in this table include amortization of purchase accounting adjustments and deferred issuance cost based on the scheduled periods of recognition.
Pledged Assets
Refer to the “Loans Pledged” section in Note 5—Loans and Leases for information on loans pledged as collateral to secure borrowings. Additionally, interest-earning deposits at banks included $212 million and $211 million at December 31, 2025 and 2024, respectively, that were required minimum deposits under the Purchase Money Note.

Historical Timeline

Fiscal YearFiled
2025Feb 24, 2026Showing above
2024Feb 21, 2025
2023Feb 23, 2024
2022Feb 24, 2023
2021Feb 25, 2022
2020Feb 24, 2021
2019Feb 26, 2020
2018Feb 20, 2019
2017Feb 21, 2018
2016Feb 22, 2017
2015Feb 24, 2016

About Debt Disclosures

Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.

Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.