[Executive Summary](index=1&type=section&id=Executive%20Summary) Community Trust Bancorp, Inc. reported Q3 2025 net income of $23.9 million, a decrease QoQ but an increase YoY, driven by strong net interest income growth despite higher credit loss provisions and noninterest expenses [Earnings Overview](index=1&type=section&id=Earnings%20Overview) Community Trust Bancorp, Inc. reported net income of $23.9 million for Q3 2025, a decrease from Q2 2025 but an increase from Q3 2024, with similar trends in earnings per share Key Financial Metrics (in thousands except per share data) | Metric (in thousands except per share data) | 3Q 2025 | 2Q 2025 | 3Q 2024 | YTD 2025 | YTD 2024 | | :--------------------------------- | :------ | :------ | :------ | :------- | :------- | | Net income | $23,911 | $24,899 | $22,142 | $70,782 | $60,320 | | Earnings per share | $1.33 | $1.38 | $1.23 | $3.93 | $3.36 | | Earnings per share - diluted | $1.32 | $1.38 | $1.23 | $3.92 | $3.36 | | Return on average assets | 1.46% | 1.58% | 1.50% | 1.50% | 1.38% | | Return on average equity | 11.53% | 12.51% | 11.77% | 11.84% | 11.15% | | Efficiency ratio | 50.86% | 50.70% | 51.75% | 51.12% | 52.91% | | Dividends declared per share | $0.53 | $0.47 | $0.47 | $1.47 | $1.39 | | Book value per share | $45.91 | $44.57 | $42.14 | | | - Net income for Q3 2025 was **$23.9 million**, or **$1.33 per basic share**, a decrease from **$24.9 million** (**$1.38 per basic share**) in Q2 2025, but an increase from **$22.1 million** (**$1.23 per basic share**) in Q3 2024[1](index=1&type=chunk) - Total revenue for the quarter increased **$1.3 million QoQ** and **$8.7 million YoY**. Net interest revenue increased **$1.5 million QoQ** and **$8.4 million YoY**[1](index=1&type=chunk) [Q3 2025 Highlights](index=1&type=section&id=Q3%202025%20Highlights) Key financial highlights for Q3 2025 include a significant increase in net interest income both quarter-over-quarter and year-over-year, despite a slight decrease in net interest margin QoQ - Net interest income for Q3 2025 was **$55.6 million**, up **2.8% QoQ** and **17.7% YoY**. Net interest margin decreased **4 basis points QoQ** but increased **21 basis points YoY**[2](index=2&type=chunk) - Provision for credit losses was **$3.9 million**, an increase of **$1.8 million QoQ** and **$1.1 million YoY**[2](index=2&type=chunk) - Noninterest income was **$15.9 million**, down **1.4% QoQ** but up **2.5% YoY**[2](index=2&type=chunk) - Noninterest expense was **$36.7 million**, up **3.0% QoQ** and **13.0% YoY**[2](index=2&type=chunk) [Financial Performance Analysis](index=2&type=section&id=Financial%20Performance%20Analysis) The company's Q3 2025 financial performance was characterized by increased net interest income and noninterest expense, with a slight decrease in noninterest income quarter-over-quarter [Net Interest Income](index=2&type=section&id=Net%20Interest%20Income) Net interest income for Q3 2025 increased significantly both quarter-over-quarter and year-over-year, driven by higher income on earning assets, with the net interest margin slightly decreasing QoQ but increasing YoY Components of Net Interest Income (in thousands) | Components of net interest income ($ in thousands) | 3Q 2025 | 2Q 2025 | 3Q 2024 | Change (%) 3Q 2025 Compared to 2Q 2025 | Change (%) 3Q 2025 Compared to 3Q 2024 | | :--------------------------------- | :------ | :------ | :------ | :------------------------------------- | :------------------------------------- | | Income on earning assets | $88,562 | $85,571 | $79,814 | 3.5 | 11.0 | | Expense on interest bearing liabilities | $33,008 | $31,531 | $32,615 | 4.7 | 1.2 | | Net interest income | $55,554 | $54,040 | $47,199 | 2.8 | 17.7 | | Net interest income, tax equivalent | $55,855 | $54,323 | $47,479 | 2.8 | 17.6 | | Net interest margin (TEQ) | 3.60% | 3.64% | 3.39% | (1.1) | 6.2 | - Net interest income for Q3 2025 was **$55.6 million**, up **$1.5 million (2.8%)** from Q2 2025 and **$8.4 million (17.7%)** from Q3 2024[3](index=3&type=chunk) - Net interest margin (tax equivalent) was **3.60%**, a decrease of **4 basis points QoQ** but an increase of **21 basis points YoY**[3](index=3&type=chunk) - Average earning assets increased **$168.0 million (11.1% annualized) QoQ** and **$581.0 million (10.4%) YoY**[3](index=3&type=chunk) [Noninterest Income](index=2&type=section&id=Noninterest%20Income) Noninterest income for Q3 2025 slightly decreased quarter-over-quarter due to lower net securities gains and loan-related fees, but increased year-over-year primarily driven by higher trust revenue and deposit-related fees Noninterest Income Components (in thousands) | ($ in thousands) | 3Q 2025 | 2Q 2025 | 3Q 2024 | Change (%) 3Q 2025 Compared to 2Q 2025 | Change (%) 3Q 2025 Compared to 3Q 2024 | | :------------------------- | :------ | :------ | :------ | :------------------------------------- | :------------------------------------- | | Deposit related fees | $8,131 | $7,350 | $7,886 | 10.6 | 3.1 | | Trust revenue | $4,277 | $4,092 | $3,707 | 4.5 | 15.4 | | Loan related fees | $897 | $1,249 | $813 | (28.1) | 10.4 | | Total noninterest income | $15,946 | $16,171 | $15,563 | (1.4) | 2.5 | - Total noninterest income for Q3 2025 was **$15.9 million**, a **1.4% decrease QoQ** but a **2.5% increase YoY**[7](index=7&type=chunk) - QoQ variance was mainly due to decreases in net securities gains (**$0.6 million**) and loan related fees (**$0.4 million**), partially offset by increased deposit related fees (**$0.8 million**)[7](index=7&type=chunk) - YoY increases in trust revenue (**$0.6 million**) and deposit related fees (**$0.2 million**) were partially offset by a decrease in securities gains (**$0.7 million**)[7](index=7&type=chunk) [Noninterest Expense](index=3&type=section&id=Noninterest%20Expense) Noninterest expense for Q3 2025 increased both quarter-over-quarter and year-over-year, driven by rises in repossession, data processing, and marketing expenses QoQ, and broader increases including personnel and data processing YoY Noninterest Expense Components (in thousands) | ($ in thousands) | 3Q 2025 | 2Q 2025 | 3Q 2024 | Change (%) 3Q 2025 Compared to 2Q 2025 | Change (%) 3Q 2025 Compared to 3Q 2024 | | :------------------------------- | :------ | :------ | :------ | :------------------------------------- | :------------------------------------- | | Salaries | $13,913 | $13,667 | $13,374 | 1.8 | 4.0 | | Employee benefits | $7,861 | $7,987 | $6,147 | (1.6) | 27.9 | | Data processing | $3,575 | $3,326 | $2,804 | 7.5 | 27.5 | | Total noninterest expense | $36,744 | $35,663 | $32,512 | 3.0 | 13.0 | - Total noninterest expense for Q3 2025 was **$36.7 million**, up **3.0% QoQ** and **13.0% YoY**[8](index=8&type=chunk) - QoQ increase was mainly due to increases in repossession expense (**$0.4 million**), data processing expense (**$0.2 million**), and marketing and promotional (**$0.2 million**)[8](index=8&type=chunk) - YoY increase included personnel expense (**$2.3 million**), data processing expense (**$0.8 million**), repossession expense (**$0.4 million**), and marketing and promotional (**$0.2 million**)[8](index=8&type=chunk) [Balance Sheet Review](index=3&type=section&id=Balance%20Sheet%20Review) The balance sheet for Q3 2025 shows growth in total loans, deposits, and shareholders' equity, with deposits outpacing loan growth [Loans](index=3&type=section&id=Loans) Total loans outstanding at September 30, 2025, reached $4.8 billion, showing growth both quarter-over-quarter and year-over-year, primarily driven by increases in commercial and residential loan portfolios Total Loans (in thousands) | Total Loans ($ in thousands) | 3Q 2025 | 2Q 2025 | 3Q 2024 | Change (%) 3Q 2025 Compared to 2Q 2025 | Change (%) 3Q 2025 Compared to 3Q 2024 | | :--------------------------------- | :---------- | :---------- | :---------- | :------------------------------------- | :------------------------------------- | | Commercial nonresidential real estate | $921,682 | $913,463 | $834,985 | 0.9 | 10.4 | | Commercial residential real estate | $573,270 | $559,906 | $485,004 | 2.4 | 18.2 | | Total commercial | $2,424,910 | $2,382,565 | $2,214,090 | 1.8 | 9.5 | | Total residential | $1,341,731 | $1,289,807 | $1,166,136 | 4.0 | 15.1 | | Total consumer | $1,027,274 | $1,029,421 | $970,248 | (0.2) | 5.9 | | Total loans | $4,793,915 | $4,701,793 | $4,350,474 | 2.0 | 10.2 | - Loans outstanding at **$4.8 billion** increased **$92.1 million (7.8% annualized) QoQ** and **$443.4 million (10.2%) YoY**[6](index=6&type=chunk)[11](index=11&type=chunk) - The QoQ increase in loans included a **$42.3 million** increase in commercial loans and a **$51.9 million** increase in residential loans, partially offset by decreases in consumer indirect and direct loans[11](index=11&type=chunk) [Deposits and Repurchase Agreements](index=4&type=section&id=Deposits%20and%20Repurchase%20Agreements) Total deposits and repurchase agreements grew to $5.7 billion, showing strong increases both quarter-over-quarter and year-over-year, primarily driven by increases in interest-bearing deposits, outpacing loan growth Total Deposits and Repurchase Agreements (in thousands) | Total Deposits and Repurchase Agreements ($ in thousands) | 3Q 2025 | 2Q 2025 | 3Q 2024 | Change (%) 3Q 2025 Compared to 2Q 2025 | Change (%) 3Q 2025 Compared to 3Q 2024 | | :---------------------------------------- | :---------- | :---------- | :---------- | :------------------------------------- | :------------------------------------- | | Noninterest bearing deposits | $1,248,573 | $1,258,205 | $1,204,515 | (0.8) | 3.7 | | Interest checking | $194,327 | $173,795 | $156,249 | 11.8 | 24.4 | | Time deposits | $1,626,261 | $1,472,311 | $1,316,807 | 10.5 | 23.5 | | Repurchase agreements | $284,863 | $225,075 | $233,324 | 26.6 | 22.1 | | Total deposits and repurchase agreements | $5,670,324 | $5,458,083 | $5,071,586 | 3.9 | 11.8 | - Deposits, including repurchase agreements, at **$5.7 billion** increased **$212.2 million (15.4% annualized) QoQ** and **$598.7 million (11.8%) YoY**[6](index=6&type=chunk)[11](index=11&type=chunk) - Deposit growth outpaced loan growth, leading to an increase in deposits in other banks by **$117.7 million QoQ** and **$281.4 million YoY**[11](index=11&type=chunk) [Shareholders' Equity](index=4&type=section&id=Shareholders'%20Equity) Shareholders' equity increased to $831.4 million, reflecting growth both quarter-over-quarter and year-over-year, alongside a reduction in net unrealized losses on securities - Shareholders' equity at **$831.4 million** increased **$24.5 million (12.0% annualized)** during the quarter and **$70.6 million (9.3%)** from September 30, 2024[6](index=6&type=chunk)[12](index=12&type=chunk) - Net unrealized losses on securities, net of deferred taxes, decreased to **$71.1 million** at September 30, 2025, from **$80.6 million** at June 30, 2025 and September 30, 2024[12](index=12&type=chunk) - The annualized dividend yield to shareholders as of September 30, 2025, was **3.79%**[12](index=12&type=chunk) [Asset Quality](index=4&type=section&id=Asset%20Quality) Asset quality in Q3 2025 saw an increase in provision for credit losses and net charge-offs, while nonperforming loans remained relatively stable [Nonperforming Assets and Past Due Loans](index=4&type=section&id=Nonperforming%20Assets%20and%20Past%20Due%20Loans) Total nonperforming loans saw a slight increase QoQ but a decrease YoY, with accruing loans 90+ days past due increasing QoQ but significantly decreasing YoY - Total nonperforming loans were **$24.7 million**, an increase of **$0.3 million QoQ** but a decrease of **$0.4 million YoY**[6](index=6&type=chunk)[13](index=13&type=chunk) - Accruing loans 90+ days past due increased **$0.6 million QoQ** to **$9.0 million**, but decreased **$10.1 million YoY**[13](index=13&type=chunk) - Nonaccrual loans decreased **$0.3 million QoQ** to **$15.6 million**, but increased **$9.7 million YoY**[13](index=13&type=chunk) [Loan Charge-offs](index=4&type=section&id=Loan%20Charge-offs) Net loan charge-offs for Q3 2025 increased significantly compared to prior periods, primarily due to a large charge-off on one commercial credit, with commercial and consumer indirect loans being the main contributors - Net loan charge-offs for Q3 2025 were **$2.7 million (0.23% annualized of average loans)**, compared to **$1.4 million (0.12% annualized)** in Q2 2025 and **$1.5 million (0.14% annualized)** in Q3 2024[6](index=6&type=chunk)[14](index=14&type=chunk) - The primary increase in net charge-offs included a **$1 million** charge-off on one commercial credit totaling **$8 million**[15](index=15&type=chunk) - Of the Q3 2025 net charge-offs, **$1.2 million** were in commercial loans and **$1.2 million** were in consumer indirect loans[14](index=14&type=chunk) [Allowance for Credit Losses](index=5&type=section&id=Allowance%20for%20Credit%20Losses) The provision for credit losses increased significantly in Q3 2025, primarily to fund changes in loan volume and composition, leading to an improved reserve coverage ratio while the loan loss reserve as a percentage of total loans remained stable - Provision for credit losses was **$3.9 million** for Q3 2025, an increase of **$1.8 million QoQ** and **$1.1 million YoY**[16](index=16&type=chunk) - Of the Q3 provision, **$3.8 million** was allotted for changes in loan volume and composition[16](index=16&type=chunk) - Reserve coverage (allowance for credit losses to nonperforming loans) improved to **239.5%** at September 30, 2025, from **237.1%** at June 30, 2025 and **212.7%** at September 30, 2024[16](index=16&type=chunk) - Loan loss reserve as a percentage of total loans outstanding remained at **1.23%** at September 30, 2025[16](index=16&type=chunk) [Company Information](index=5&type=section&id=Company%20Information) The company provides forward-looking statements with inherent risks and details its profile as a $6.6 billion asset financial institution [Forward-Looking Statements](index=5&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements subject to various risks and uncertainties, including economic conditions, portfolio performance, regulatory changes, and integration difficulties from acquisitions, with no obligation to update these statements - Forward-looking statements are identified by words like "believe," "expect," "anticipate," and similar expressions[17](index=17&type=chunk) - Risks and uncertainties include economic conditions, portfolio growth and credit performance, inflation and interest rates, regulatory changes, competition, and integration challenges from acquisitions[17](index=17&type=chunk) - CTBI undertakes no obligation to update any forward-looking statements[17](index=17&type=chunk) [Company Profile](index=5&type=section&id=Company%20Profile) Community Trust Bancorp, Inc. is headquartered in Pikeville, Kentucky, with $6.6 billion in assets and a broad banking presence across Kentucky, West Virginia, and Tennessee, including multiple trust offices - Community Trust Bancorp, Inc. has assets of **$6.6 billion**[18](index=18&type=chunk) - Headquartered in Pikeville, Kentucky, it operates **72 banking locations** across Kentucky, **six** in southern West Virginia, and **three** in northeastern Tennessee[18](index=18&type=chunk) - The company also has **four trust offices** across Kentucky and **one** in Tennessee[18](index=18&type=chunk) [Detailed Financial Statements](index=6&type=section&id=Detailed%20Financial%20Statements) This section presents comprehensive income statements, balance sheets, key financial ratios, and market price information for the reported periods [Income Statement and Performance Ratios](index=6&type=section&id=Income%20Statement%20and%20Performance%20Ratios) The detailed financial summary provides a comprehensive breakdown of the income statement for Q3 2025, Q2 2025, Q3 2024, and year-to-date figures, including interest income and expense, noninterest income and expense components, net income, and key performance ratios Income Statement and Performance Ratios (in thousands except per share data) | (in thousands except per share data) | Three Months Ended Sep 30, 2025 | Three Months Ended Jun 30, 2025 | Three Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2025 | Nine Months Ended Sep 30, 2024 | | :----------------------------------- | :------------------------------ | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Interest income | $88,562 | $85,571 | $79,814 | $256,187 | $231,464 | | Interest expense | $33,008 | $31,531 | $32,615 | $95,326 | $94,996 | | Net interest income | $55,554 | $54,040 | $47,199 | $160,861 | $136,468 | | Provision for credit losses | $3,866 | $2,094 | $2,736 | $9,528 | $8,364 | | Total noninterest income | $15,946 | $16,171 | $15,563 | $47,014 | $46,405 | | Total noninterest expense | $36,744 | $35,663 | $32,512 | $106,615 | $97,154 | | Net income | $23,911 | $24,899 | $22,142 | $70,782 | $60,320 | | Basic earnings per share | $1.33 | $1.38 | $1.23 | $3.93 | $3.36 | | Return on average assets | 1.46% | 1.58% | 1.50% | 1.50% | 1.38% | | Net interest margin (tax equivalent) | 3.60% | 3.64% | 3.39% | 3.61% | 3.34% | | Efficiency ratio (tax equivalent) | 50.86% | 50.70% | 51.75% | 51.12% | 52.91% | [Balance Sheet and Key Ratios](index=8&type=section&id=Balance%20Sheet%20and%20Key%20Ratios) The balance sheet provides a snapshot of assets, liabilities, and equity as of September 30, 2025, June 30, 2025, and September 30, 2024, including key components like loans, securities, deposits, and shareholders' equity, along with critical ratios and asset quality metrics Balance Sheet and Key Ratios (in thousands) | (in thousands) | As of Sep 30, 2025 | As of Jun 30, 2025 | As of Sep 30, 2024 | | :--------------------------------- | :----------------- | :----------------- | :----------------- | | Loans | $4,793,915 | $4,701,793 | $4,350,474 | | Allowance for credit losses | $(59,135) | $(57,825) | $(53,360) | | Total Assets | $6,638,129 | $6,390,938 | $5,962,968 | | Total deposits | $5,385,461 | $5,233,008 | $4,838,262 | | Repurchase agreements | $284,863 | $225,075 | $233,324 | | Shareholders' equity | $831,373 | $806,869 | $760,762 | | 90 days past due loans | $9,040 | $8,449 | $19,111 | | Nonaccrual loans | $15,647 | $15,937 | $5,980 | | Community bank leverage ratio | 13.68% | 13.80% | 13.99% | | Tangible equity to tangible assets ratio | 11.65% | 11.72% | 11.79% | [Market Price Information](index=7&type=section&id=Market%20Price%20Information) The market price information provides the high, low, and closing stock prices for Community Trust Bancorp, Inc. for the third quarter of 2025, second quarter of 2025, and third quarter of 2024, as well as year-to-date figures Market Price Information | Market Price | 3Q 2025 | 2Q 2025 | 3Q 2024 | YTD 2025 | YTD 2024 | | :----------- | :------ | :------ | :------ | :------- | :------- | | High | $59.67 | $53.82 | $52.22 | $59.67 | $52.22 | | Low | $52.60 | $44.60 | $41.50 | $44.60 | $38.44 | | Close | $55.95 | $52.92 | $49.66 | $55.95 | $49.66 |

[Filing Information](index=1&type=section&id=Filing%20Information) This section provides fundamental identification details and securities information for Vontier Corporation [Registrant Details](index=1&type=section&id=Registrant%20Details) This section provides the fundamental identification details for Vontier Corporation, including its state of incorporation, SEC file number, employer identification number, and principal executive office address - Vontier Corporation is incorporated in Delaware with its principal executive offices located at 5438 Wade Park Boulevard, Suite 600, Raleigh, NC 27607[1](index=1&type=chunk) [Securities Information](index=1&type=section&id=Securities%20Information) This part details the company's registered securities and confirms its status regarding emerging growth company provisions - Common stock, par value **$0.0001** per share, is registered on the New York Stock Exchange under the trading symbol **VNT**[3](index=3&type=chunk) - Vontier Corporation is not an emerging growth company[4](index=4&type=chunk) [Reportable Events](index=2&type=section&id=Reportable%20Events) This section details the preliminary financial results announced by Vontier Corporation for the recent quarter [Results of Operations and Financial Condition](index=2&type=section&id=ITEM%202.02%20RESULTS%20OF%20OPERATIONS%20AND%20FINANCIAL%20CONDITION) Vontier Corporation issued a press release announcing preliminary financial results for the quarter ended September 26, 2025. This press release is furnished as an exhibit to the 8-K, with specific legal disclaimers regarding its 'filed' status - On **October 15, 2025**, Vontier Corporation issued a press release announcing preliminary financial results for the quarter ended **September 26, 2025**[5](index=5&type=chunk) - The press release (Exhibit **99.1**) is furnished with this Form **8-K** and incorporated by reference, but it is not deemed 'filed' for purposes of Section **18** of the Exchange Act or incorporated by reference in other filings unless expressly set forth[5](index=5&type=chunk) [Exhibits](index=2&type=section&id=Exhibits) This section lists all documents filed as exhibits to the Form 8-K, including the press release and interactive data file [Financial Statements and Exhibits](index=2&type=section&id=ITEM%209.01%20FINANCIAL%20STATEMENTS%20AND%20EXHIBITS) This section lists the documents filed as exhibits to the Form 8-K, including the press release with preliminary financial results and the interactive data file Exhibit List | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release, dated October 15, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [SIGNATURES](index=3&type=section&id=SIGNATURES) This section confirms the official signing of the Form 8-K by a corporate officer [Report Signatures](index=3&type=section&id=Report%20Signatures) The Form 8-K was officially signed on behalf of Vontier Corporation by Courtney Kamlet, Vice President - Chief Governance and Compliance Officer, on October 15, 2025 - The report was signed by **Courtney Kamlet**, Vice President - Chief Governance and Compliance Officer, on **October 15, 2025**[9](index=9&type=chunk)[11](index=11&type=chunk)

Highlights [Company Profile](index=3&type=section&id=Company%20Profile) Prologis is a global logistics real estate leader with 1.3 billion sq ft across 20 countries, 85% U.S. NOI, and $149 billion Prologis Share AUM - Prologis is the global leader in logistics real estate, focusing on high-barrier, high-growth markets[9](index=9&type=chunk) - At September 30, 2025, the company owned or had investments in properties and development projects expected to total approximately **1.3 billion square feet (120 million square meters)** in 20 countries[9](index=9&type=chunk) - Prologis leases modern logistics facilities to a diverse base of approximately **6,500 customers**, principally across business-to-business and retail/online fulfillment categories[9](index=9&type=chunk) Geographic Distribution (Prologis Share of NOI) | Geographic Distribution (Prologis Share of NOI) | | | :---------------------------------------------- | :---------------- | | U.S. | 85% | | Europe | 9% | | Other Americas | 5% | | Asia | 1% | - Annual NOI: **$6.6 billion**[12](index=12&type=chunk) - Strategic Capital Fees and Promotes: **$454 million**[14](index=14&type=chunk) - Prologis Share AUM: **$149 billion**[17](index=17&type=chunk) - Gross AUM: **$215 billion**[25](index=25&type=chunk) [Company Performance](index=5&type=section&id=Company%20Performance) Q3 2025 total revenues rose 8.7%, but net earnings fell 24.0% to $763 million; Core FFO grew 4.3% to $1.43 billion Financial Performance (Three Months Ended September 30, in millions) | Metric | 2025 | 2024 | YoY Change | | :------------------------------------------------ | :---- | :---- | :--------- | | Rental and other revenues | $2,064 | $1,901 | +8.6% | | Strategic capital revenues | $150 | $135 | +11.1% | | Total revenues | $2,214 | $2,036 | +8.7% | | Net earnings attributable to common stockholders | $763 | $1,004 | -24.0% | | Core FFO attributable to common stockholders/unitholders | $1,426 | $1,367 | +4.3% | | AFFO attributable to common stockholders/unitholders | $1,064 | $1,014 | +4.9% | | Adjusted EBITDA attributable to common stockholders/unitholders | $1,868 | $1,734 | +7.7% | | Estimated value creation from development stabilizations - Prologis Share | $169 | $129 | +31.0% | | Common stock dividends and common limited partnership unit distributions | $967 | $917 | +5.5% | | Net earnings per common share - diluted | $0.82 | $1.08 | -24.0% | | Core FFO per common share - diluted | $1.49 | $1.43 | +4.2% | Financial Performance (Nine Months Ended September 30, in millions) | Metric | 2025 | 2024 | YoY Change | | :------------------------------------------------ | :---- | :---- | :--------- | | Rental and other revenues | $6,098 | $5,583 | +9.2% | | Strategic capital revenues | $439 | $418 | +5.0% | | Total revenues | $6,537 | $6,001 | +8.9% | | Net earnings attributable to common stockholders | $1,924 | $2,448 | -21.4% | | Core FFO attributable to common stockholders/unitholders | $4,178 | $3,870 | +8.0% | | AFFO attributable to common stockholders/unitholders | $3,184 | $3,118 | +2.1% | | Adjusted EBITDA attributable to common stockholders/unitholders | $5,428 | $5,051 | +7.5% | | Estimated value creation from development stabilizations - Prologis Share | $473 | $475 | -0.4% | | Common stock dividends and common limited partnership unit distributions | $2,898 | $2,750 | +5.4% | | Net earnings per common share - diluted | $2.06 | $2.63 | -21.7% | | Core FFO per common share - diluted | $4.37 | $4.06 | +7.6% | [Prologis Leading Indicators and Proprietary Metrics](index=7&type=section&id=Prologis%20Leading%20Indicators%20and%20Proprietary%20Metrics) Key metrics show market health: 40% lease proposals, 80-point U.S. IBI, 52-day lease gestation, 87% U.S. space utilization - Lease Proposals as a % of available net rentable area: Average **40%**[42](index=42&type=chunk) - U.S. IBI Activity Index: **80 points** (Average 57.7), indicating growth in activity[44](index=44&type=chunk)[166](index=166&type=chunk) - New Lease Negotiation Gestation: **52 days**[46](index=46&type=chunk) - U.S. Space Utilization: **87%** (Average 85.4%)[47](index=47&type=chunk) [Guidance](index=8&type=section&id=Guidance) 2025 guidance projects Core FFO per share $5.78-$5.81, 94.75%-95.25% average occupancy, and 4.75%-5.25% cash same store NOI 2025 Guidance | Metric | Low | High | | :------------------------------------------------------------ | :------ | :------ | | Net earnings attributable to common stockholders (per share) | $3.40 | $3.50 | | Core FFO attributable to common stockholders/unitholders (per share) | $5.78 | $5.81 | | Core FFO attributable to common stockholders/unitholders, excluding Net Promote Income (Expense) (per share) | $5.83 | $5.86 | | Average occupancy - Prologis Share | 94.75% | 95.25% | | Same store NOI - cash - Prologis Share | 4.75% | 5.25% | | Same store NOI - net effective - Prologis Share | 4.25% | 4.75% | | Strategic capital revenue, excluding promote revenue (Millions $) | $580 | $590 | | Net Promote Income (Expense) (Millions $) | $(50) | $(50) | | General & administrative expenses (Millions $) | $460 | $470 | | Realized development gains (Millions $) | $150 | $250 | Capital Deployment Guidance (Prologis Share, Millions $) | Metric | Low | High | | :---------------------- | :---- | :---- | | Development stabilizations | 1,900 | 2,300 | | Development starts | 2,750 | 3,250 | | Acquisitions | 1,250 | 1,500 | | Dispositions | 750 | 1,000 | | Contributions | 750 | 1,250 | - Prologis has hedged the rates for the majority of its estimated 2025 Euro, Sterling, and Yen Core FFO, effectively insulating 2025 results from FX movements in these currencies[51](index=51&type=chunk) Financial Information [Consolidated Balance Sheets](index=9&type=section&id=Consolidated%20Balance%20Sheets) Total assets reached $98.34 billion, with $80.69 billion in real estate and $35.30 billion in debt as of Sep 30, 2025 Consolidated Balance Sheet (in thousands) | Item | Sep 30, 2025 | Jun 30, 2025 | Dec 31, 2024 | | :---------------------------------------- | :----------- | :----------- | :----------- | | **Assets:** | | | | | Net investments in real estate properties | $80,692,443 | $80,505,049 | $78,488,017 | | Investments in and advances to unconsolidated entities | $10,543,057 | $10,618,184 | $10,079,448 | | Cash and cash equivalents | $1,186,022 | $1,066,081 | $1,318,591 | | Total assets | $98,341,141 | $97,717,050 | $95,328,909 | | **Liabilities:** | | | | | Debt | $35,302,901 | $34,666,551 | $30,879,263 | | Total liabilities | $41,129,032 | $40,410,236 | $36,712,139 | | **Equity:** | | | | | Total equity | $57,212,109 | $57,306,814 | $58,616,770 | [Consolidated Statements of Income](index=10&type=section&id=Consolidated%20Statements%20of%20Income) Q3 2025 revenues grew 8.7% to $2.21 billion, but net earnings dropped 24.0% to $762.9 million due to lower real estate gains Consolidated Statements of Income (Three Months Ended September 30, in thousands) | Item | 2025 | 2024 | YoY Change | | :---------------------------------------------- | :---------- | :---------- | :--------- | | Rental revenues | $2,054,200 | $1,897,164 | +8.3% | | Strategic capital revenues | $150,351 | $135,367 | +11.1% | | Total revenues | $2,213,881 | $2,036,389 | +8.7% | | Total expenses | $1,321,290 | $1,251,869 | +5.5% | | Operating income before gains on real estate transactions, net | $892,591 | $784,520 | +13.8% | | Gains on dispositions of development properties and land, net | $15,435 | $32,005 | -51.8% | | Gains on other dispositions of investments in real estate, net | $32,235 | $434,446 | -92.6% | | Operating income | $940,261 | $1,250,971 | -24.8% | | Net earnings attributable to common stockholders | $762,897 | $1,004,267 | -24.0% | | Net earnings per common share - Diluted | $0.82 | $1.08 | -24.0% | Consolidated Statements of Income (Nine Months Ended September 30, in thousands) | Item | 2025 | 2024 | YoY Change | | :---------------------------------------------- | :---------- | :---------- | :--------- | | Rental revenues | $6,066,797 | $5,577,198 | +8.8% | | Strategic capital revenues | $438,652 | $418,521 | +4.8% | | Total revenues | $6,537,415 | $6,000,964 | +8.9% | | Total expenses | $3,975,470 | $3,817,093 | +4.1% | | Operating income before gains on real estate transactions, net | $2,561,945 | $2,183,871 | +17.3% | | Gains on dispositions of development properties and land, net | $53,363 | $159,487 | -66.6% | | Gains on other dispositions of investments in real estate, net | $116,078 | $651,306 | -82.2% | | Operating income | $2,731,386 | $2,994,664 | -8.7% | | Net earnings attributable to common stockholders | $1,924,122 | $2,448,375 | -21.4% | | Net earnings per common share - Diluted | $2.06 | $2.63 | -21.7% | [Reconciliations of Net Earnings to FFO](index=11&type=section&id=Reconciliations%20of%20Net%20Earnings%20to%20FFO) Q3 2025 NAREIT FFO rose 13.5% to $1.48 billion; Core FFO and AFFO also showed positive growth FFO Reconciliation (Three Months Ended September 30, in thousands) | Item | 2025 | 2024 | YoY Change | | :---------------------------------------------- | :---------- | :---------- | :--------- | | Net earnings attributable to common stockholders | $762,897 | $1,004,267 | -24.0% | | NAREIT defined FFO attributable to common stockholders/unitholders | $1,481,850 | $1,306,121 | +13.5% | | FFO, as modified by Prologis attributable to common stockholders/unitholders | $1,437,588 | $1,397,491 | +2.9% | | Core FFO attributable to common stockholders/unitholders | $1,425,630 | $1,366,611 | +4.3% | | AFFO attributable to common stockholders/unitholders | $1,063,691 | $1,013,849 | +4.9% | FFO Reconciliation (Nine Months Ended September 30, in thousands) | Item | 2025 | 2024 | YoY Change | | :---------------------------------------------- | :---------- | :---------- | :--------- | | Net earnings attributable to common stockholders | $1,924,122 | $2,448,375 | -21.4% | | NAREIT defined FFO attributable to common stockholders/unitholders | $4,079,801 | $3,969,354 | +2.8% | | FFO, as modified by Prologis attributable to common stockholders/unitholders | $4,228,853 | $4,028,910 | +5.0% | | Core FFO attributable to common stockholders/unitholders | $4,177,643 | $3,870,277 | +8.0% | | AFFO attributable to common stockholders/unitholders | $3,183,523 | $3,118,311 | +2.1% | [Reconciliations of Net Earnings to Adjusted EBITDA](index=12&type=section&id=Reconciliations%20of%20Net%20Earnings%20to%20Adjusted%20EBITDA) Adjusted EBITDA increased 7.7% to $1.87 billion in Q3 2025, reflecting improved operating performance Adjusted EBITDA Reconciliation (Three Months Ended September 30, in thousands) | Item | 2025 | 2024 | YoY Change | | :---------------------------------------------- | :---------- | :---------- | :--------- | | Net earnings attributable to common stockholders | $762,897 | $1,004,267 | -24.0% | | Adjusted EBITDA attributable to common stockholders/unitholders | $1,867,706 | $1,733,598 | +7.7% | Adjusted EBITDA Reconciliation (Nine Months Ended September 30, in thousands) | Item | 2025 | 2024 | YoY Change | | :---------------------------------------------- | :---------- | :---------- | :--------- | | Net earnings attributable to common stockholders | $1,924,122 | $2,448,375 | -21.4% | | Adjusted EBITDA attributable to common stockholders/unitholders | $5,428,474 | $5,050,664 | +7.5% | Operations [Overview](index=13&type=section&id=Overview) Q3 2025 saw high occupancy (95.8%), 5.2% cash same store NOI growth, 49.4% net effective rent change, and 72.9% customer retention - Occupancy - Owned and Managed (Period End): **95.8%** (Q3 2025)[60](index=60&type=chunk) - Average Occupancy - Prologis Share: **94.7%** (Q3 2025)[60](index=60&type=chunk) - Same Store Change Over Prior Year - Prologis Share (Q3 2025): NOI - cash increased by **5.2%**, NOI - net effective increased by **3.9%**[62](index=62&type=chunk) - Rent Change - Prologis Share (Q3 2025): Net effective was **49.4%**, Cash was **29.4%**[65](index=65&type=chunk) - Customer Retention: **72.9%** (Q3 2025)[63](index=63&type=chunk) [Operating Metrics - Owned and Managed](index=14&type=section&id=Operating%20Metrics%20-%20Owned%20and%20Managed) Q3 2025 leases commenced totaled 65.6 million sq ft, with 59-month average terms and $375.9 million in capital expenditures Leasing Activity (Q3 2025, square feet in thousands) | Item | Q3 2025 | | :------------------------------------ | :------ | | Renewals | 42,720 | | New leases | 19,631 | | Total Operating Portfolio | 62,351 | | Properties under development | 3,252 | | Total Square Feet of Leases Commenced | 65,603 | | Weighted average term of leases started (in months) | 59 | - Trailing four quarters - square feet of leases commenced: **218,996 thousand sq ft** (Q3 2025)[69](index=69&type=chunk) - Rent change (net effective) - Owned and Managed: **42.5%** (Q3 2025)[69](index=69&type=chunk) - Rent change (cash) - Owned and Managed: **24.3%** (Q3 2025)[69](index=69&type=chunk) Capital Expenditures (Q3 2025, in thousands) | Item | Q3 2025 | | :---------------------------------------- | :--------- | | Property improvements | $162,406 | | Tenant improvements | $104,823 | | Leasing commissions | $108,666 | | Total turnover costs | $213,489 | | Total Capital Expenditures - Owned and Managed | $375,895 | | Trailing four quarters - % of NOI | 15.0% | - Same Store Average Occupancy: **95.2%** (Q3 2025), with an annual percentage change of **(1.3%)**[72](index=72&type=chunk) - Turnover costs on leases commenced (per square foot): **$3.81** (Q3 2025)[74](index=74&type=chunk) - Free rent as a % of lease value - trailing four quarters: **3.2%** (Q3 2025)[74](index=74&type=chunk) Composition of Portfolio (by unit size) and Period Ending Occupancy | Unit Size | % of Portfolio | Period Ending Occupancy | | :--------- | :------------- | :---------------------- | | <100KSF | 28% | 92.7% | | 100-250KSF | 28% | 95.2% | | 250-500KSF | 23% | 96.2% | | >500KSF | 21% | 97.6% | [Operating Portfolio](index=16&type=section&id=Operating%20Portfolio) This section details Prologis' operating portfolio, including square footage, occupancy, NOI, and gross book value [Square Feet, Occupied and Leased](index=16&type=section&id=Operating%20Portfolio%20-%20Square%20Feet,%20Occupied%20and%20Leased) Total operating portfolio is 1.21 billion sq ft (Owned/Managed) with 95.3% occupied, 95.7% leased; U.S. is 81.2% of Prologis Share - Total Operating Portfolio (Owned and Managed): **5,455 buildings**, **1,208,215 thousand square feet**[79](index=79&type=chunk) - Total Operating Portfolio (Prologis Share): **776,607 thousand square feet**[79](index=79&type=chunk) - Occupied % (Owned and Managed): **95.3%**[79](index=79&type=chunk) - Leased % (Owned and Managed): **95.7%**[79](index=79&type=chunk) - U.S. markets represent **81.2%** of Prologis Share of total square feet[79](index=79&type=chunk) - Top U.S. markets by Prologis Share of NOI (%): Southern California (**13.7%**), New Jersey/New York City (**5.6%**), Chicago (**7.1%**), Dallas/Ft. Worth (**6.7%**), Atlanta (**6.0%**)[79](index=79&type=chunk) [NOI and Gross Book Value](index=17&type=section&id=Operating%20Portfolio%20-%20NOI%20and%20Gross%20Book%20Value) Q3 NOI was $2.43 billion (Owned/Managed) and $1.65 billion (Prologis Share); GBV was $141.48 billion (Owned/Managed) and $94.25 billion (Prologis Share) - Total Operating Portfolio Third Quarter NOI (Owned and Managed): **$2,426,260 thousand**[81](index=81&type=chunk) - Total Operating Portfolio Third Quarter NOI (Prologis Share): **$1,653,334 thousand**[81](index=81&type=chunk) - Total Operating Portfolio Gross Book Value (Owned and Managed): **$141,476,328 thousand**[81](index=81&type=chunk) - Total Operating Portfolio Gross Book Value (Prologis Share): **$94,254,870 thousand**[81](index=81&type=chunk) - Southern California is the largest market by Prologis Share of NOI (**19.2%**) and Gross Book Value (**19.3%**)[81](index=81&type=chunk) [Summary by Division](index=18&type=section&id=Operating%20Portfolio%20-%20Summary%20by%20Division) The operating portfolio is split into consolidated (79.6% sq ft) and unconsolidated (20.4% sq ft) divisions, with the U.S. dominating metrics Operating Portfolio Summary (Owned and Managed, in thousands) | Division | of Buildings | Square Feet | Occupied % | Leased % | | :---------------------------------------- | :------------- | :---------- | :--------- | :--------- | | Total Operating Portfolio - Consolidated | 3,015 | 654,687 | 95.1% | 95.6% | | Total Operating Portfolio - Unconsolidated | 2,440 | 553,528 | 95.4% | 95.8% | | Total Operating Portfolio | 5,455 | 1,208,215 | 95.3% | 95.7% | Third Quarter NOI (Owned and Managed, in thousands) | Division | NOI | % of Total | | :---------------------------------------- | :---------- | :--------- | | Total Operating Portfolio - Consolidated | $1,441,307 | 82.4% | | Total Operating Portfolio - Unconsolidated | $984,953 | 17.6% | Gross Book Value (Owned and Managed, in thousands) | Division | GBV | % of Total | | :---------------------------------------- | :------------ | :--------- | | Total Operating Portfolio - Consolidated | $80,413,772 | 81.2% | | Total Operating Portfolio - Unconsolidated | $61,062,556 | 18.8% | [Customer Information](index=19&type=section&id=Customer%20Information) Amazon is the largest customer (4.9% net effective rent); top 10 customers are 14.7%; weighted average lease term is 4.1-4.3 years Top Customers (Owned and Managed, % of Net Effective Rent) | Rank | Customer | % of Net Effective Rent | Total Square Feet (thousands) | | :--- | :---------------- | :---------------------- | :---------------------------- | | 1 | Amazon | 4.9% | 46,400 | | 2 | Home Depot | 1.8% | 19,501 | | 3 | FedEx | 1.4% | 10,688 | | 4 | DHL | 1.2% | 13,506 | | 5 | DSV | 1.1% | 13,724 | | 6 | Geodis | 1.1% | 15,022 | | 7 | UPS | 0.9% | 10,566 | | 8 | GXO | 0.8% | 9,548 | | 9 | CEVA Logistics | 0.8% | 11,301 | | 10 | Walmart | 0.7% | 8,653 | | **Top 10 Customers** | **14.7%** | **158,909** | | **Top 25 Customers** | **21.2%** | **225,457** | Remaining Lease Expirations (Owned and Managed, in thousands) | Year | Occupied Sq Ft | Net Effective Rent | % of Total | $ Per Sq Ft | | :-------- | :------------- | :----------------- | :--------- | :---------- | | 2025 | 29,515 | 176,278 | 1.8% | $5.97 | | 2026 | 176,304 | 1,155,405 | 12.2% | $6.55 | | Thereafter | 433,959 | 4,048,326 | 42.7% | $9.33 | | Total | 1,150,996 | 9,487,392 | 100.0% | $8.24 | | Weighted average term of leases remaining (based on net effective rent) | 4.1 years | | | | Remaining Lease Expirations (Prologis Share, in thousands) | Year | Occupied Sq Ft | Net Effective Rent | % of Total | $ Per Sq Ft | | :-------- | :------------- | :----------------- | :--------- | :---------- | | 2025 | 16,346 | 103,904 | 1.6% | $6.36 | | 2026 | 102,345 | 737,737 | 11.3% | $7.21 | | Thereafter | 293,868 | 2,887,432 | 44.3% | $9.83 | | Total | 739,541 | 6,515,803 | 100.0% | $8.81 | | Weighted average term of leases remaining (based on net effective rent) | 4.3 years | | | | Capital Deployment [Overview – Prologis Share](index=20&type=section&id=Overview%20%E2%80%93%20Prologis%20Share) YTD 2025 capital deployment included $1.94 billion in development starts, $1.72 billion in stabilizations, and $1.19 billion in acquisitions - Development Starts (TEI) YTD 2025: **$1,937 million**[87](index=87&type=chunk) - Development Stabilizations (TEI) YTD 2025: **$1,721 million**[87](index=87&type=chunk) - Estimated Value Creation from Stabilizations YTD 2025: **$473 million**[87](index=87&type=chunk) - Estimated Weighted Average Stabilized Yield from Stabilizations YTD 2025: **6.8%**[87](index=87&type=chunk) - Acquisition Activity YTD 2025: **$1,193 million**[88](index=88&type=chunk) - Land Portfolio (Prologis Share) as of Sep 30, 2025: **$5,146 million**[90](index=90&type=chunk) - Estimated Build Out of Land Portfolio (TEI): **$38,700 million**[90](index=90&type=chunk) [Development Stabilizations](index=21&type=section&id=Development%20Stabilizations) Q3 2025 stabilizations totaled 4.05 million sq ft ($604.4 million TEI, Prologis Share), creating $168.9 million in value at 6.7% yield Development Stabilizations (Three Months Ended September 30, 2025, in thousands) | Item | Square Feet | Owned and Managed (TEI) | Prologis Share (TEI) | | :----------------------------- | :---------- | :---------------------- | :------------------- | | Total U.S. | 1,162 | $254,351 | $251,334 | | Total Outside the U.S. | 2,886 | $387,089 | $353,087 | | Total Development Stabilizations | 4,048 | $641,440 | $604,421 | | Percent build-to-suit | | | 23.4% | | Estimated weighted average stabilized yield | | | 6.7% | | Estimated value creation | | $168,925 | | Development Stabilizations (Nine Months Ended September 30, 2025, in thousands) | Item | Square Feet | Owned and Managed (TEI) | Prologis Share (TEI) | | :----------------------------- | :---------- | :---------------------- | :------------------- | | Total U.S. | 4,718 | $1,157,392 | $1,124,552 | | Total Outside the U.S. | 5,560 | $668,196 | $596,626 | | Total Development Stabilizations | 10,278 | $1,825,588 | $1,721,178 | | Percent build-to-suit | | | 43.4% | | Estimated weighted average stabilized yield | | | 6.8% | | Estimated value creation | | $473,101 | | [Development Starts](index=22&type=section&id=Development%20Starts) Q3 2025 development starts were 3.01 million sq ft ($445.5 million TEI, Prologis Share), generating $66.8 million in value at 6.3% yield Development Starts (Three Months Ended September 30, 2025, in thousands) | Item | Square Feet | Owned and Managed (TEI) | Prologis Share (TEI) | | :----------------------------- | :---------- | :---------------------- | :------------------- | | Total U.S. | 2,377 | $387,706 | $381,006 | | Total Outside the U.S. | 631 | $73,512 | $64,520 | | Total Development Starts | 3,008 | $461,218 | $445,526 | | Percent build-to-suit | | | 63.9% | | Estimated weighted average stabilized yield | | | 6.3% | | Estimated value creation | | $66,830 | | Development Starts (Nine Months Ended September 30, 2025, in thousands) | Item | Square Feet | Owned and Managed (TEI) | Prologis Share (TEI) | | :----------------------------- | :---------- | :---------------------- | :------------------- | | Total U.S. | 6,577 | $1,435,657 | $1,399,363 | | Total Outside the U.S. | 3,898 | $577,281 | $537,636 | | Total Development Starts | 10,475 | $2,012,938 | $1,936,999 | | Percent build-to-suit | | | 68.0% | | Estimated weighted average stabilized yield | | | 6.4% | | Estimated value creation | | $362,772 | | [Development Portfolio](index=23&type=section&id=Development%20Portfolio) The development portfolio (Prologis Share) is 22.64 million sq ft with $4.71 billion TEI, $953.3 million value creation, and 6.4% yield - Total Development Portfolio (Prologis Share): **22,638 thousand square feet**[97](index=97&type=chunk) - Total Development Portfolio TEI (Prologis Share): **$4,708,026 thousand**[97](index=97&type=chunk) - Estimated value creation for Total Development Portfolio: **$953,294 thousand**[97](index=97&type=chunk) - Estimated weighted average stabilized yield for Total Development Portfolio: **6.4%**[97](index=97&type=chunk) - Estimated weighted average margin for Total Development Portfolio: **20.2%**[97](index=97&type=chunk) - Cost to complete (Prologis Share): **$1,779,605 thousand**[97](index=97&type=chunk) - Data centers in the Development Portfolio have a TEI of **$1.0 billion** (Owned and Managed) and **$0.9 billion** (Prologis Share)[97](index=97&type=chunk) [Third-Party Acquisitions](index=24&type=section&id=Third-Party%20Acquisitions) Q3 2025 acquisitions were 600 thousand sq ft for $32.1 million (Prologis Share); YTD acquisitions totaled $1.19 billion at 4.5% cap rate Third-Party Building Acquisitions (Three Months Ended September 30, 2025, in thousands) | Item | Square Feet (Owned and Managed) | Acquisition Price (Owned and Managed) | Acquisition Price (Prologis Share) | | :------------------------------------ | :------------------------------ | :---------------------------------- | :--------------------------------- | | Total U.S. | 600 | $58,339 | $32,110 | | Total Outside the U.S. | 0 | $0 | $0 | | Total Third-Party Building Acquisitions | 600 | $58,339 | $32,110 | | Weighted average stabilized cap rate | | | 6.2% | Third-Party Building Acquisitions (Nine Months Ended September 30, 2025, in thousands) | Item | Square Feet (Owned and Managed) | Acquisition Price (Owned and Managed) | Acquisition Price (Prologis Share) | | :------------------------------------ | :------------------------------ | :---------------------------------- | :--------------------------------- | | Total U.S. | 3,267 | $730,119 | $633,396 | | Total Outside the U.S. | 4,244 | $603,889 | $265,854 | | Total Third-Party Building Acquisitions | 7,511 | $1,334,008 | $899,250 | | Weighted average stabilized cap rate | | | 4.5% | - Acquisitions of other real estate investments (Prologis Share) for nine months ended Sep 30, 2025: **$293,958 thousand**[99](index=99&type=chunk) - Total Third-Party Acquisitions (Prologis Share) for nine months ended Sep 30, 2025: **$1,193,208 thousand**[99](index=99&type=chunk) [Dispositions and Contributions](index=25&type=section&id=Dispositions%20and%20Contributions) Q3 2025 dispositions/contributions were 520 thousand sq ft for $47.9 million (Prologis Share); YTD totaled $284.7 million at 4.5% cap rate Total Building Dispositions and Contributions (Three Months Ended September 30, 2025, in thousands) | Item | Square Feet (Owned and Managed) | Sales Price (Owned and Managed) | Sales Price (Prologis Share) | | :---------------------------------------- | :------------------------------ | :------------------------------ | :--------------------------- | | Total Third-Party Building Dispositions | 520 | $78,223 | $47,881 | | Total Building Contributions to Co-Investment Ventures | 0 | $0 | $0 | | Total Building Dispositions and Contributions | 520 | $78,223 | $47,881 | | Weighted average stabilized cap rate | | | 5.4% | Total Building Dispositions and Contributions (Nine Months Ended September 30, 2025, in thousands) | Item | Square Feet (Owned and Managed) | Sales Price (Owned and Managed) | Sales Price (Prologis Share) | | :---------------------------------------- | :------------------------------ | :------------------------------ | :--------------------------- | | Total Third-Party Building Dispositions | 1,594 | $214,522 | $178,902 | | Total Building Contributions to Co-Investment Ventures | 402 | $48,307 | $35,593 | | Total Building Dispositions and Contributions | 1,996 | $262,829 | $214,495 | | Weighted average stabilized cap rate | | | 4.5% | - Land dispositions (Prologis Share) for nine months ended Sep 30, 2025: **$12,440 thousand**[101](index=101&type=chunk) - Dispositions of other real estate investments (Prologis Share) for nine months ended Sep 30, 2025: **$57,785 thousand**[101](index=101&type=chunk) - Grand Total Dispositions and Contributions (Prologis Share) for nine months ended Sep 30, 2025: **$284,720 thousand**[101](index=101&type=chunk) [Land Portfolio](index=26&type=section&id=Land%20Portfolio) This section covers Prologis' land portfolio, including owned and managed assets, current book value, estimated build-out, and roll-forward [Owned and Managed](index=26&type=section&id=Land%20Portfolio%20-%20Owned%20and%20Managed) Prologis' land portfolio is 9,339 acres ($5.32 billion book value), with Prologis Share at $5.15 billion and 159.04 million sq ft build-out - Total Land Portfolio (Owned and Managed): **9,339 acres**, Current Book Value **$5,321,730 thousand**[102](index=102&type=chunk) - Total Land Portfolio (Prologis Share): Current Book Value **$5,145,933 thousand**[102](index=102&type=chunk) - Prologis Estimated Build Out (sq ft): **159,037 thousand square feet**[102](index=102&type=chunk) - Southern California is the largest market by Prologis Share of Current Book Value (**14.7%**)[102](index=102&type=chunk) [Summary and Roll Forward](index=27&type=section&id=Land%20Portfolio%20-%20Summary%20and%20Roll%20Forward) Prologis Share land portfolio grew to $5.15 billion (Sep 30, 2025), with an estimated total build-out (TEI) of $38.7 billion - Total Land Portfolio (Prologis Share) at September 30, 2025: **$5,145,933 thousand**[103](index=103&type=chunk) - Total Land Portfolio (Prologis Share) at June 30, 2025: **$4,866,005 thousand**[103](index=103&type=chunk) - Land Roll Forward (Prologis Share, Q3 2025): Acquisitions **+$31,359 thousand**, Reclassifications **+$333,630 thousand**, Development starts **-$(141,783) thousand**, Infrastructure costs **+$68,519 thousand**[103](index=103&type=chunk) - Estimated build out of land portfolio (in TEI) - Prologis Share: **$24,800,000 thousand**[103](index=103&type=chunk) - Estimated build out of Covered Land Plays (in TEI) - Prologis Share: **$6,700,000 thousand**[103](index=103&type=chunk) - Estimated build out of other land (in TEI) - Prologis Share: **$7,200,000 thousand**[103](index=103&type=chunk) - Total Estimated Build Out (TEI) - Prologis Share: **$38,700,000 thousand**[103](index=103&type=chunk) [Solar and Energy Storage Portfolios - Owned and Managed](index=28&type=section&id=Solar%20and%20Energy%20Storage%20Portfolios%20-%20Owned%20and%20Managed) Solar portfolio has 275 MW operating, 290 MW under development; energy storage has 62 MW operating, 11.7% stabilized yield Total Solar Portfolio (Owned and Managed, in thousands) | Item | Capacity (MW) | Gross Book Value | Under Development Capacity (MW) | TEI (Under Development) | | :------------------ | :------------ | :--------------- | :------------------------------ | :---------------------- | | Operating Portfolio | 275 | $433,575 | | | | Under Development | | | 290 | $722,134 | Energy Storage Portfolio (Owned and Managed, in thousands) | Item | Capacity (MW) | Gross Book Value | Under Development Capacity (MW) | TEI (Under Development) | | :------------------ | :------------ | :--------------- | :------------------------------ | :---------------------- | | Operating Portfolio | 62 | $83,731 | | | | Under Development | | | 12 | $17,932 | - Total installed capacity for Solar and Energy Storage Portfolio: **825 MW**[106](index=106&type=chunk) - Estimated weighted average stabilized yield for Total Solar and Energy Storage Portfolio: **11.7%**[106](index=106&type=chunk) Strategic Capital [Overview](index=29&type=section&id=Strategic%20Capital%20-%20Overview) Third-party AUM reached $66 billion (94.9% open-end); YTD fee-related revenue was $301 million, with $(50) million net promote income - Third-Party AUM: **$66 billion** (Sep 30, 2025)[109](index=109&type=chunk) - % Open end/Public: **94.9%** (Sep 30, 2025)[109](index=109&type=chunk) - Third-Party Fee Related and Promote Revenue (YTD 2025): Fee related revenue was **$301 million**[111](index=111&type=chunk) - Net Promote Income (Expense) (YTD 2025): **$(50) million**, primarily due to expense from amortization of stock compensation related to promote income recognized in prior periods[50](index=50&type=chunk)[116](index=116&type=chunk) - Fee Related Earnings Annualized (Sep 30, 2025): **$244 million**[113](index=113&type=chunk) [Summary and Financial Highlights](index=30&type=section&id=Summary%20and%20Financial%20Highlights) Prologis manages co-investment ventures with 633.1 million sq ft, $72.28 billion GBV, and $18.58 billion total debt Co-Investment Ventures Overview | Venture | Region | Type | Accounting Method | Ownership | Structure | Next Promote Opportunity | | :-------------------------------- | :------------- | :------------ | :---------------- | :-------- | :-------------------- | :----------------------- | | Prologis U.S. Logistics Venture | U.S. | Core | Consolidated | 55.0% | Open end | Q4 2025* | | Prologis Targeted U.S. Logistics Fund | U.S. | Core | Unconsolidated | 30.5% | Open end | Q2 2026 | | FIBRA Prologis | Mexico | Core | Unconsolidated | 34.6% | Public, Mexican Exchange | Q2 2026 | | Prologis European Logistics Fund | Europe | Core | Unconsolidated | 26.1% | Open end | Q3 2028 | | Nippon Prologis REIT | Japan | Core | Unconsolidated | 15.3% | Public, Tokyo Exchange | N/A | - Total Co-Investment Ventures (at 100%): Square Feet: **633,118 thousand**[118](index=118&type=chunk) - Total Co-Investment Ventures (at 100%): GBV of Real Estate: **$72,282,060 thousand**[118](index=118&type=chunk) - Total Co-Investment Ventures (at 100%): Debt: **$18,576,905 thousand**[118](index=118&type=chunk) [Operating and Balance Sheet Information of the Unconsolidated Co-Investment Ventures](index=31&type=section&id=Operating%20and%20Balance%20Sheet%20Information%20of%20the%20Unconsolidated%20Co-Investment%20Ventures) Q3 2025 unconsolidated ventures generated $1.31 billion rental revenue, $278.4 million net earnings, with $56.78 billion total assets Operating Information (Unconsolidated Co-Investment Ventures, Three Months Ended September 30, 2025, at 100%, in thousands) | Item | Total | | :---------------- | :---------- | | Rental revenue | $1,307,701 | | Net earnings (loss) | $278,414 | | FFO, as modified by Prologis | $710,482 | | Core FFO | $710,492 | Balance Sheet Information (Unconsolidated Co-Investment Ventures, At September 30, 2025, at 100%, in thousands) | Item | Total | | :------------------------------------ | :----------- | | Operating properties, before depreciation | $61,310,000 | | Total assets | $56,776,484 | | Third-party debt | $18,576,905 | | Total liabilities | $22,514,888 | | Weighted average ownership | 29.1% | [Non-GAAP Pro-Rata Financial Information](index=32&type=section&id=Non-GAAP%20Pro-Rata%20Financial%20Information) Prologis' share of unconsolidated ventures' Q3 2025 Core FFO was $217.86 million, with $16.04 billion total assets and $4.80 billion debt Prologis Share of Unconsolidated Co-Investment Ventures (Operating Information, Three Months Ended September 30, 2025, in thousands) | Item | Prologis Share | | :------------- | :------------- | | Rental revenue | $384,670 | | Net earnings | $88,249 | | Core FFO | $217,860 | Prologis Share of Unconsolidated Co-Investment Ventures (Balance Sheet Information, At September 30, 2025, in thousands) | Item | Prologis Share | | :---------------------------------------------- | :------------- | | Operating properties, before depreciation | $17,825,100 |\ | Total assets | $16,035,981 | | Third-party debt | $4,801,023 | | Total liabilities | $5,886,360 | | Investment in and advances to unconsolidated entities | $10,543,057 | Capitalization [Overview](index=33&type=section&id=Capitalization%20-%20Overview) Prologis AUM reached $214.5 billion ($149.0 billion Prologis Share), with 26.5% debt/market cap, 6.4x fixed charge coverage, and A2/A credit ratings - Assets Under Management (AUM): **$214,517 million** (Sep 30, 2025)[122](index=122&type=chunk) - Prologis Share AUM: **$149,023 million** (Sep 30, 2025)[122](index=122&type=chunk) - AUM by Ownership: Prologis Share **83%**, Investors' share **17%**[122](index=122&type=chunk) - AUM by Geography (Prologis Share): U.S. **74.0%**, Europe **17.0%**, Asia **6.6%**, Other Americas **2.4%**[122](index=122&type=chunk) Prologis Share - Debt Metrics (September 30, 2025) | Metric | Value | | :------------------------------------------------ | :------ | | Debt as % of gross Market Capitalization | 26.5% | | Debt as % of gross real estate assets | 35.8% | | Secured debt as % of gross real estate assets | 0.5% | | Unencumbered gross real estate assets to unsecured debt | 270.6% | | Fixed charge coverage ratio | 6.4x | | Fixed charge coverage ratio, excluding development gains | 6.1x | | Debt/Adjusted EBITDA | 5.0x | | Debt/Adjusted EBITDA, excluding development gains | 5.3x | | Weighted average interest rate | 3.2% | | Weighted average remaining maturity in years | 8.3 | | Percentage of floating rate debt | 4.3% | - Credit Ratings (September 30, 2025): Moody's **A2** (Outlook Stable), Standard & Poor's **A** (Outlook Stable)[123](index=123&type=chunk) - Debt by Currency - Prologis Share: USD **43.3%**, EUR **33.6%**, GBP **8.8%**, JPY **6.7%**, Other **7.6%**[125](index=125&type=chunk) - Unencumbered Assets - Prologis Share: **$108.6 billion**[124](index=124&type=chunk) [Debt Components - Consolidated](index=34&type=section&id=Debt%20Components%20-%20Consolidated) Consolidated debt was $35.30 billion (Sep 30, 2025), with 3.2% weighted average interest, 8.6 years maturity, and $7.46 billion liquidity - Total consolidated debt, net of premiums (discounts): **$35,302,901 thousand** (Sep 30, 2025)[131](index=131&type=chunk) - Weighted average interest rate: **3.2%**[131](index=131&type=chunk) - Weighted average remaining maturity in years: **8.6**[131](index=131&type=chunk) Consolidated Debt by Maturity (in thousands) | Maturity | Senior Notes | Credit Facilities and Commercial Paper | Term Loans and Other | Secured Mortgage | Total | | :--------- | :----------- | :------------------------------------- | :------------------- | :--------------- | :----------- | | 2026 | $1,352,218 | - | $715,110 | $46,933 | $2,114,261 | | 2027 | $1,988,319 | - | $197,712 | $4,156 | $2,190,187 | | Thereafter | $7,623,017 | - | - | - | $7,623,017 | | Subtotal | $33,339,070 | $224,922 | $1,981,252 | $315,403 | $35,860,647 | Consolidated Debt by Local Currency (in thousands) | Currency | Total | % of Total | | :------- | :----------- | :--------- | | USD | $14,857,665 | 41% | | EUR | $12,291,550 | 35% | | GBP | $2,516,681 | 7% | | JPY | $3,110,101 | 9% | | CAD | $1,967,772 | 6% | | Other | $559,132 | 2% | - Total liquidity: **$7,457,956 thousand** (Sep 30, 2025)[131](index=131&type=chunk) [Debt Components - Noncontrolling Interests and Unconsolidated](index=35&type=section&id=Debt%20Components%20-%20Noncontrolling%20Interests%20and%20Unconsolidated) Prologis Share of unconsolidated debt was $4.80 billion (Sep 30, 2025), with 3.6% interest, 6.0 years maturity, and 52% USD-denominated - Noncontrolling interests debt, net: **$22,103 thousand** (Sep 30, 2025)[134](index=134&type=chunk) - Prologis Share of unconsolidated debt, net: **$4,801,023 thousand** (Sep 30, 2025)[134](index=134&type=chunk) - Weighted average interest rate (Prologis Share of unconsolidated debt): **3.6%**[134](index=134&type=chunk) - Weighted average remaining maturity in years (Prologis Share of unconsolidated debt): **6.0**[134](index=134&type=chunk) Prologis Share of Unconsolidated Debt by Local Currency (in thousands) | Currency | Total | % of Total | | :------- | :----------- | :--------- | | USD | $2,502,331 | 52% | | EUR | $1,161,575 | 24% | | GBP | $535,080 | 11% | | JPY | $421,545 | 9% | | CAD | $180,492 | 4% | Net Asset Value [Components - Prologis Share](index=36&type=section&id=Components%20-%20Prologis%20Share) Operating portfolio (Prologis Share) has $94.25 billion GBV, $6.60 billion annualized NOI; development portfolio is $3.78 billion with $4.71 billion TEI Total Operating Portfolio (Prologis Share, in thousands) | Item | Value | | :-------------------------- | :----------- | | Square Feet | 776,607 | | Gross Book Value | $94,254,870 | | Adjusted Cash NOI Annualized | $6,597,965 | | Percent Occupied | 95.2% | Total Development Portfolio (Prologis Share, in thousands) | Item | Value | | :---------------------------------------- | :----------- | | Square Feet | 22,638 | | TEI | $4,708,026 | | Annualized Estimated NOI | $301,863 | | Estimated weighted average stabilized yield | 6.4% | | Estimated value creation | $953,294 | | Total Development Portfolio, including est. value creation | $3,775,347 | [Components - Continued](index=37&type=section&id=Components%20-%20Continued) Other assets total $10.92 billion, liabilities $3.33 billion; land book value $5.10 billion; trailing twelve-month FRE $285.55 million - Total other assets: **$10,921,990 thousand**[138](index=138&type=chunk) - Total other liabilities: **$3,328,536 thousand**[138](index=138&type=chunk) - Prologis Share of book value of land in unconsolidated co-investment ventures: **$85,945 thousand**[138](index=138&type=chunk) - Current book value of land (consolidated): **$5,095,671 thousand**[138](index=138&type=chunk) - Fee Related Earnings (trailing twelve months): **$285,554 thousand**[138](index=138&type=chunk) - Net Promote Income (Expense) (trailing twelve months): **$46,076 thousand**[138](index=138&type=chunk) - Net Promote Income (Expense) (five year average): **$193,054 thousand**[138](index=138&type=chunk) - Development management revenue (trailing twelve months): **$41,719 thousand**[138](index=138&type=chunk) - Consolidated debt (at par): **$35,860,647 thousand**[138](index=138&type=chunk) - Prologis Share of unconsolidated co-investment ventures' debt: **$4,829,061 thousand**[138](index=138&type=chunk) - Outstanding shares of common stock and limited partnership units: **950,718 thousand**[138](index=138&type=chunk) Notes and Definitions [Notes and Definitions](index=39&type=section&id=Notes%20and%20Definitions) This section defines financial and operational terms, including non-GAAP measures like Adjusted Cash NOI, EBITDA, FFO, and Same Store metrics - Adjusted Cash NOI (Actual) is a non-GAAP measure used to assess operating performance and estimate the fair value of the Operating Portfolio. A reconciliation is provided from rental income and expenses[143](index=143&type=chunk) - Adjusted EBITDA is a non-GAAP measure providing insight into operating performance before financing decisions, income taxes, and certain non-cash or non-recurring charges. A reconciliation is provided from consolidated net earnings[144](index=144&type=chunk)[145](index=145&type=chunk) - Assets Under Management (AUM) represents the estimated fair value of the real estate owned or managed, calculated by adding Investment Capacity and the third-party investors' share to Enterprise Value[148](index=148&type=chunk) - FFO, as modified by Prologis, Core FFO, and AFFO are non-GAAP measures derived from NAREIT's FFO definition with specific adjustments to reflect Prologis' business and management strategy, used to evaluate performance against other REITs and for internal assessment[159](index=159&type=chunk)[160](index=160&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) - Same Store metrics are non-GAAP measures used to evaluate the performance of operating properties by analyzing a consistent population of properties over time, excluding properties held for sale, undeveloped properties, and those acquired/disposed during the period[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk) - Total Expected Investment (TEI) represents the total estimated cost of development or expansion, including land, development, and leasing costs[185](index=185&type=chunk) - Estimated Value Creation represents the value expected to be created through development and leasing activities, calculated as the amount by which the value exceeds TEI[156](index=156&type=chunk)

[Q3 2025 Earnings Announcement](index=1&type=section&id=Q3%202025%20Earnings%20Announcement) [Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) Bank7 Corp. announced solid Q3 2025 results, highlighted by strong pre-provision pre-tax earnings (PPE), a resilient core net interest margin, robust capital ratios, and exceptional liquidity, positioning the company for sustained growth - Thomas L. Travis, President and CEO, expressed delight in another solid quarter, citing **strong PPE**, a **resilient core net interest margin**, **robust capital ratios**, **exceptional liquidity**, and dynamic geographical markets as drivers for **sustained growth** in 2025[1](index=1&type=chunk) Key Financial Highlights (Q3 2025 vs Q2 2025) | Metric | Q3 2025 | Q2 2025 | Change (%) | | :--------------------------------- | :-------- | :-------- | :--------- | | Net Income | $10.8 million | $11.1 million | -2.35% | | Earnings per share | $1.13 | $1.16 | -2.59% | | Total Assets | $1.9 billion | $1.8 billion | +3.00% | | Total Loans | $1.5 billion | $1.5 billion | +2.46% | | Pre-provision pre-tax earnings (PPE) | $14.9 million | $14.7 million | +1.29% | | Total Interest Income | $33.7 million | $31.8 million | +6.09% | [Capital Adequacy](index=1&type=section&id=Capital%20Adequacy) Both the Bank and the Company maintained capital levels significantly above regulatory 'well-capitalized' minimums, demonstrating strong financial stability as of September 30, 2025 - Both the Bank's and the Company's capital levels continue to be significantly above the minimum levels required to be designated as "**well-capitalized**" for regulatory purposes[2](index=2&type=chunk) Capital Ratios as of September 30, 2025 | Ratio | Bank | Company (Consolidated) | | :---------------------------- | :----- | :--------------------- | | Tier 1 leverage ratio | 12.71% | 12.71% | | Tier 1 risk-based capital ratio | 14.23% | 14.22% | | Total risk-based capital ratio | 15.44% | 15.43% | [Non-GAAP Financial Measures](index=1&type=section&id=Non-GAAP%20Financial%20Measures) The company utilizes Pre-Provision Pre-Tax Earnings (PPE) as a non-GAAP measure to assess performance, adjusting GAAP net income by excluding income tax expense, provision for credit losses, and gains/losses on available-for-sale debt securities - **Pre-provision pre-tax earnings (PPE)** is a non-GAAP financial measure used by management to analyze performance, adjusting GAAP net income by excluding income tax expense, provision for credit losses, and loss on sales and calls of available-for-sale debt securities[3](index=3&type=chunk) Calculation of Pre-Provision Pre-Tax Earnings (PPE) (Thousands) | Metric | Q3 2025 (Thousands) | Q2 2025 (Thousands) | | :----------------------------------- | :------------------ | :------------------ | | Net Income | $10,844 | $11,105 | | Income Tax Expense | $3,342 | $3,602 | | Pre-tax net income | $14,186 | $14,707 | | Add back: Provision for credit losses | $700 | $- | | Add back: (Gain)Loss on sales/calls of AFS debt securities | $10 | $- | | **Pre-provision pre-tax earnings** | **$14,896** | **$14,707** | [Condensed Consolidated Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Unaudited Condensed Consolidated Balance Sheets](index=2&type=section&id=Balance%20Sheets) The company's total assets increased to $1.89 billion as of September 30, 2025, from $1.74 billion at December 31, 2024, driven primarily by growth in loans and cash. Total deposits also saw an increase over the period Key Balance Sheet Figures (September 30, 2025 vs December 31, 2024) (Thousands) | Metric | Sep 30, 2025 (Thousands) | Dec 31, 2024 (Thousands) | Change (Thousands) | Change (%) | | :----------------------------------- | :----------------------- | :----------------------- | :----------------- | :--------- | | Total assets | $1,891,435 | $1,739,808 | $151,627 | +8.72% | | Loans, net of allowance for credit losses | $1,514,822 | $1,379,465 | $135,357 | +9.81% | | Total deposits | $1,636,827 | $1,515,471 | $121,356 | +8.01% | | Total liabilities | $1,649,699 | $1,526,595 | $123,104 | +8.06% | | Total shareholders' equity | $241,736 | $213,213 | $28,523 | +13.38% | [Unaudited Condensed Consolidated Statements of Comprehensive Income](index=3&type=section&id=Statements%20of%20Comprehensive%20Income) For Q3 2025, net income decreased to $10.84 million from $11.78 million in Q3 2024, primarily due to higher noninterest expenses and a provision for credit losses, despite an increase in net interest income. Year-to-date net income also saw a slight decrease Key Income Statement Figures (Three Months Ended September 30, 2025 vs 2024) (Thousands) | Metric | Q3 2025 (Thousands) | Q3 2024 (Thousands) | Change (Thousands) | Change (%) | | :----------------------------------- | :------------------ | :------------------ | :----------------- | :--------- | | Total interest income | $33,717 | $33,488 | $229 | +0.68% | | Total interest expense | $10,691 | $12,271 | -$1,580 | -12.88% | | Net Interest Income | $23,026 | $21,217 | $1,809 | +8.53% | | Provision for Credit Losses | $700 | $- | $700 | N/A | | Total noninterest income | $2,210 | $3,677 | -$1,467 | -39.89% | | Total noninterest expense | $10,350 | $9,398 | $952 | +10.13% | | Income Before Taxes | $14,186 | $15,496 | -$1,310 | -8.45% | | Net Income | $10,844 | $11,777 | -$933 | -7.92% | | Earnings per common share - diluted | $1.13 | $1.24 | -$0.11 | -8.87% | Key Income Statement Figures (Nine Months Ended September 30, 2025 vs 2024) (Thousands) | Metric | YTD 2025 (Thousands) | YTD 2024 (Thousands) | Change (Thousands) | Change (%) | | :----------------------------------- | :------------------- | :------------------- | :----------------- | :--------- | | Total interest income | $95,942 | $99,210 | -$3,268 | -3.29% | | Total interest expense | $30,334 | $34,752 | -$4,418 | -12.71% | | Net Interest Income | $65,608 | $64,458 | $1,150 | +1.78% | | Provision for Credit Losses | $700 | $- | $700 | N/A | | Total noninterest income | $6,663 | $8,852 | -$2,189 | -24.73% | | Total noninterest expense | $28,964 | $27,676 | $1,288 | +4.65% | | Income Before Taxes | $42,607 | $45,634 | -$3,027 | -6.63% | | Net Income | $32,285 | $34,589 | -$2,304 | -6.66% | | Earnings per common share - diluted | $3.38 | $3.68 | -$0.30 | -8.15% | [Net Interest Margin Analysis](index=5&type=section&id=Net%20Interest%20Margin%20Analysis) [Net Interest Margin: Three Months Ended September 30, 2025 vs 2024](index=5&type=section&id=Net%20Interest%20Margin%20-%20Q3%20Comparison) The net interest margin for Q3 2025 improved to 5.07% from 5.02% in Q3 2024, driven by a higher net interest spread despite a slight decrease in the average yield on total interest-earning assets Net Interest Margin and Spread (Q3 2025 vs Q3 2024) | Metric | Q3 2025 | Q3 2024 | Change (bps) | | :---------------- | :------ | :------ | :----------- | | Net interest spread | 4.10% | 3.78% | +32 bps | | Net interest margin | 5.07% | 5.02% | +5 bps | Interest Income/Expense and Yield/Rate (Q3 2025 vs Q3 2024) (Thousands) | Category | Q3 2025 Avg Balance (Thousands) | Q3 2025 Income/Expense (Thousands) | Q3 2025 Yield/Rate | Q3 2024 Avg Balance (Thousands) | Q3 2024 Income/Expense (Thousands) | Q3 2024 Yield/Rate | | :--------------------------------- | :------------------------------ | :--------------------------------- | :----------------- | :------------------------------ | :--------------------------------- | :----------------- | | Total interest-earning assets | $1,800,507 | $33,717 | 7.43% | $1,678,406 | $33,488 | 7.92% | | Total interest-bearing deposits | $1,273,755 | $10,691 | 3.33% | $1,175,757 | $12,271 | 4.14% | [Net Interest Margin: Nine Months Ended September 30, 2025 vs 2024](index=6&type=section&id=Net%20Interest%20Margin%20-%20YTD%20Comparison) For the nine months ended September 30, 2025, the net interest margin slightly decreased to 5.00% from 5.10% in the prior year, primarily due to a lower average yield on interest-earning assets, despite an increase in net interest income Net Interest Margin and Spread (YTD 2025 vs YTD 2024) | Metric | YTD 2025 | YTD 2024 | Change (bps) | | :---------------- | :------- | :------- | :----------- | | Net interest spread | 4.04% | 3.75% | +29 bps | | Net interest margin | 5.00% | 5.10% | -10 bps | Interest Income/Expense and Yield/Rate (YTD 2025 vs YTD 2024) (Thousands) | Category | YTD 2025 Avg Balance (Thousands) | YTD 2025 Income/Expense (Thousands) | YTD 2025 Yield/Rate | YTD 2024 Avg Balance (Thousands) | YTD 2024 Income/Expense (Thousands) | YTD 2024 Yield/Rate | | :--------------------------------- | :------------------------------- | :--------------------------------- | :------------------ | :------------------------------- | :--------------------------------- | :------------------ | | Total interest-earning assets | $1,752,703 | $95,942 | 7.32% | $1,682,882 | $99,210 | 7.85% | | Total interest-bearing deposits | $1,236,861 | $30,334 | 3.28% | $1,127,983 | $34,752 | 4.10% | [Additional Company Information](index=7&type=section&id=Additional%20Company%20Information) [About Bank7 Corp.](index=7&type=section&id=About%20Bank7%20Corp.) Bank7 Corp. is an Oklahoma City-based bank holding company operating twelve locations across Oklahoma, Dallas/Fort Worth, and Kansas, focusing on serving business owners and entrepreneurs with tailored loan and deposit products. The company plans organic growth and strategic acquisitions - Bank7 Corp. operates **twelve locations** in Oklahoma, the Dallas/Fort Worth, Texas metropolitan area, and Kansas, focusing on serving business owners and entrepreneurs[13](index=13&type=chunk) - The company's strategy includes **organic growth** through selectively opening additional branches in target markets and pursuing **strategic acquisitions**[13](index=13&type=chunk) [Conference Call Details](index=7&type=section&id=Conference%20Call%20Details) Bank7 Corp. scheduled a conference call for October 15, 2025, at 9:00 a.m. CST to discuss Q3 results, accessible via phone or webcast, with an archive available for one year - A conference call to discuss third-quarter results is scheduled for **Wednesday, October 15, 2025, at 9:00 a.m. central standard time**, accessible via dial-in (1-888-348-6421) or live webcast (https://app.webinar.net/7lgm0NeVnjQ), with an archive available for one year[14](index=14&type=chunk) [Cautionary Statements Regarding Forward-Looking Information](index=7&type=section&id=Cautionary%20Statements) The document contains forward-looking statements reflecting current views on future events and financial performance, which are subject to significant uncertainties including interest rate changes, economic conditions, and regulatory policies. Actual results may differ materially from these statements, and the company undertakes no obligation to update them - The communication contains **forward-looking statements** that reflect Bank7 Corp.'s current views on future events and financial performance, which are not historical facts and may turn out to be inaccurate[15](index=15&type=chunk) - These statements are subject to **significant uncertainties**, including future changes in interest rates, market behavior, economic conditions, laws, regulations, accounting principles, and supervisory policies, which could cause actual results to differ materially[16](index=16&type=chunk) [Contact Information](index=7&type=section&id=Contact%20Information) Contact information for Thomas Travis, President & CEO, is provided for inquiries - For inquiries, contact **Thomas Travis, President & CEO**, at (405) 810-8600[17](index=17&type=chunk)

Firm-wide Financial Overview The firm achieved strong financial results in 3Q25, marked by significant revenue and net income growth, improved profitability ratios, and robust balance sheet expansion, while maintaining strong regulatory capital [Consolidated Financial Summary](index=2&type=section&id=1.1%20Consolidated%20Financial%20Summary) The firm reported strong financial performance in 3Q25, with net revenues increasing by 9% QoQ and 18% YoY to $18,224 million, and net income applicable to Morgan Stanley up 30% QoQ and 45% YoY to $4,610 million Consolidated Net Revenues and Net Income (3Q25 vs. Prior Periods) | Metric | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :-------------------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Net revenues | $18,224 million | $16,792 million | $15,383 million | 9% | 18% | | Net Income applicable to Morgan Stanley | $4,610 million | $3,539 million | $3,188 million | 30% | 45% | Segment Net Revenues (3Q25 vs. Prior Periods) | Segment | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :-------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Institutional Securities | $8,523 million | $7,643 million | $6,815 million | 12% | 25% | | Wealth Management | $8,234 million | $7,764 million | $7,270 million | 6% | 13% | | Investment Management | $1,651 million | $1,552 million | $1,455 million | 6% | 13% | - Firm net revenues, excluding mark-to-market gains and losses on deferred cash-based compensation plans (DCP), were **$17,976 million in 3Q25**, up from $16,415 million in 2Q25 and $15,144 million in 3Q24[3](index=3&type=chunk) [Consolidated Financial Metrics, Ratios and Statistical Data](index=3&type=section&id=1.2%20Consolidated%20Financial%20Metrics,%20Ratios%20and%20Statistical%20Data) Key financial metrics demonstrated strong performance in 3Q25, with diluted EPS reaching $2.80, a 31% QoQ and 49% YoY increase, and Return on average common equity improving to 18.0% Key Financial Metrics (3Q25 vs. Prior Periods) | Metric | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :-------------------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Earnings per diluted share | $2.80 | $2.13 | $1.88 | 31% | 49% | | Return on average common equity | 18.0% | 13.9% | 13.1% | +4.1 pp | +4.9 pp | | Return on average tangible common equity | 23.5% | 18.2% | 17.5% | +5.3 pp | +6.0 pp | | Book value per common share | $62.98 | $61.59 | $58.25 | 2% | 8% | | Tangible book value per common share | $48.64 | $47.25 | $43.76 | 3% | 11% | Key Financial Ratios (3Q25 vs. Prior Periods) | Ratio | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | | :-------------------------------- | :------------------- | :------------------- | :------------------- | | Pre-tax margin | 33% | 28% | 27% | | Compensation and benefits as a % of net revenues | 41% | 43% | 44% | | Non-compensation expenses as a % of net revenues | 26% | 28% | 28% | | Firm expense efficiency ratio | 67% | 71% | 72% | | Effective tax rate | 22.8% | 22.7% | 23.6% | - Worldwide employees increased by **2% QoQ** and **3% YoY to 82,398**[6](index=6&type=chunk) [Consolidated and U.S. Bank Supplemental Financial Information](index=4&type=section&id=1.3%20Consolidated%20and%20U.S.%20Bank%20Supplemental%20Financial%20Information) The consolidated balance sheet showed growth in total assets, loans, and deposits, with U.S. Bank assets and deposits also increasing, and Asia demonstrating the strongest regional net revenue growth Consolidated Balance Sheet Highlights (Sep 30, 2025) | Metric | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | % Change (QoQ) | % Change (YoY) | | :-------------------------- | :----------- | :----------- | :----------- | :-------------- | :-------------- | | Total assets | $1,364,806 million | $1,353,870 million | $1,258,027 million | 1% | 8% | | Loans | $277,307 million | $267,395 million | $239,760 million | 4% | 16% | | Deposits | $405,480 million | $389,377 million | $363,722 million | 4% | 11% | | Long-term debt outstanding | $324,128 million | $320,127 million | $291,224 million | 1% | 11% | | Common equity | $100,212 million | $98,434 million | $93,897 million | 2% | 7% | | Tangible common equity | $77,392 million | $75,517 million | $70,543 million | 2% | 10% | U.S. Bank Supplemental Financial Information (Sep 30, 2025) | Metric | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | % Change (QoQ) | % Change (YoY) | | :-------------------------- | :----------- | :----------- | :----------- | :-------------- | :-------------- | | Total assets | $471,733 million | $450,798 million | $420,923 million | 5% | 12% | | Loans | $263,296 million | $252,242 million | $224,276 million | 4% | 17% | | Deposits | $397,927 million | $382,580 million | $357,548 million | 4% | 11% | Consolidated Net Revenues by Region (3Q25 vs. Prior Periods) | Region | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :-------------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Americas | $13,663 million | $12,347 million | $11,557 million | 11% | 18% | | EMEA | $1,939 million | $2,142 million | $1,828 million | (9%) | 6% | | Asia | $2,622 million | $2,303 million | $1,998 million | 14% | 31% | [Consolidated Average Common Equity and Regulatory Capital Information](index=5&type=section&id=1.4%20Consolidated%20Average%20Common%20Equity%20and%20Regulatory%20Capital%20Information) The firm's average common equity increased by 1% QoQ and 6% YoY to $98.7 billion, while regulatory capital ratios remained strong, with CET1 capital ratios stable or slightly improved under both Standardized and Advanced Approaches Firm Average Common Equity (3Q25 vs. Prior Periods) | Metric | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :-------------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Firm Average Common Equity | $98.7 billion | $97.5 billion | $92.7 billion | 1% | 6% | Regulatory Capital Ratios (3Q25 vs. Prior Periods) | Ratio | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | | :-------------------------------- | :------------------- | :------------------- | :------------------- | | Common Equity Tier 1 capital | $81.3 billion | $78.7 billion | $73.9 billion | | Tier 1 capital | $90.9 billion | $88.4 billion | $83.7 billion | | Standardized Approach CET1 ratio | 15.2% | 15.0% | 15.1% | | Advanced Approach CET1 ratio | 15.7% | 15.7% | 14.9% | | Tier 1 leverage ratio | 6.8% | 6.8% | 6.9% | | Supplementary Leverage Ratio | 5.5% | 5.5% | 5.5% | Segment Performance All segments demonstrated robust performance in 3Q25, with Institutional Securities, Wealth Management, and Investment Management each reporting significant revenue growth, improved profitability, and strong asset accumulation [Institutional Securities Income Statement Information, Financial Metrics and Ratios](index=6&type=section&id=2.1%20Institutional%20Securities%20Income%20Statement%20Information,%20Financial%20Metrics%20and%20Ratios) The Institutional Securities segment delivered strong results in 3Q25, with net revenues increasing 12% QoQ and 25% YoY to $8,523 million, and income before provision for income taxes surging by 51% QoQ and 67% YoY Institutional Securities Net Revenues by Category (3Q25 vs. Prior Periods) | Revenue Category | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :----------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Advisory | $684 million | $508 million | $546 million | 35% | 25% | | Equity | $652 million | $500 million | $362 million | 30% | 80% | | Fixed income | $772 million | $532 million | $555 million | 45% | 39% | | Underwriting | $1,424 million | $1,032 million | $917 million | 38% | 55% | | Investment banking (Total) | $2,108 million | $1,540 million | $1,463 million | 37% | 44% | | Equity (Trading) | $4,116 million | $3,721 million | $3,045 million | 11% | 35% | | Fixed income (Trading) | $2,169 million | $2,180 million | $2,003 million | (1%) | 8% | | Total Net Revenues | $8,523 million | $7,643 million | $6,815 million | 12% | 25% | Institutional Securities Key Financials and Ratios (3Q25 vs. Prior Periods) | Metric | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :-------------------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Income before provision for income taxes | $3,182 million | $2,111 million | $1,911 million | 51% | 67% | | Net income applicable to Morgan Stanley | $2,468 million | $1,604 million | $1,436 million | 54% | 72% | | Pre-tax margin | 37% | 28% | 28% | +9 pp | +9 pp | | Return on Average Common Equity | 19% | 12% | 12% | +7 pp | +7 pp | [Wealth Management Income Statement Information, Financial Metrics and Ratios](index=7&type=section&id=2.2%20Wealth%20Management%20Income%20Statement%20Information,%20Financial%20Metrics%20and%20Ratios) The Wealth Management segment reported net revenues of $8,234 million in 3Q25, up 6% QoQ and 13% YoY, with income before provision for income taxes increasing by 14% QoQ and 21% YoY, and a pre-tax margin improving to 30% Wealth Management Net Revenues by Category (3Q25 vs. Prior Periods) | Revenue Category | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :----------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Asset management | $4,789 million | $4,411 million | $4,266 million | 9% | 12% | | Transactional | $1,308 million | $1,264 million | $1,076 million | 3% | 22% | | Net interest income | $1,991 million | $1,910 million | $1,774 million | 4% | 12% | | Total Net Revenues | $8,234 million | $7,764 million | $7,270 million | 6% | 13% | Wealth Management Key Financials and Ratios (3Q25 vs. Prior Periods) | Metric | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :-------------------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Income before provision for income taxes | $2,499 million | $2,200 million | $2,060 million | 14% | 21% | | Net income applicable to Morgan Stanley | $1,889 million | $1,700 million | $1,568 million | 11% | 20% | | Pre-tax margin | 30% | 28% | 28% | +2 pp | +2 pp | | Return on Average Common Equity | 25% | 23% | 21% | +2 pp | +4 pp | | Return on Average Tangible Common Equity | 45% | 41% | 39% | +4 pp | +6 pp | - Wealth Management net revenues excluding DCP were **$8,028 million in 3Q25**, and compensation expenses excluding DCP were **$4,166 million**[15](index=15&type=chunk)[16](index=16&type=chunk) [Wealth Management Financial Information and Statistical Data](index=8&type=section&id=2.3%20Wealth%20Management%20Financial%20Information%20and%20Statistical%20Data) Wealth Management client assets grew significantly, reaching $7,054 billion in 3Q25, a 9% QoQ and 18% YoY increase, with strong net new assets and increased deposits Wealth Management Key Metrics (3Q25 vs. Prior Periods) | Metric | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :-------------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Total client assets | $7,054 billion | $6,492 billion | $5,974 billion | 9% | 18% | | Net new assets | $81.0 billion | $59.2 billion | $63.9 billion | 37% | 27% | | U.S. Bank loans | $173.9 billion | $168.9 billion | $155.2 billion | 3% | 12% | | Deposits | $398 billion | $383 billion | $358 billion | 4% | 11% | Annualized Weighted Average Cost of Deposits | Period | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | | :------------------- | :----------- | :----------- | :----------- | | Period end | 2.72% | 2.83% | 2.99% | | Period average | 2.88% | 2.81% | 3.19% | - Self-directed client assets increased by **13% QoQ** and **24% YoY to $1,639 billion**[17](index=17&type=chunk) - Daily average revenue trades (DARTs) increased by **3% QoQ** and **24% YoY to 1,012 thousand**[17](index=17&type=chunk) [Investment Management Income Statement Information, Financial Metrics and Ratios](index=9&type=section&id=2.4%20Investment%20Management%20Income%20Statement%20Information,%20Financial%20Metrics%20and%20Ratios) The Investment Management segment's net revenues grew 6% QoQ and 13% YoY to $1,651 million in 3Q25, driven by increases in asset management and performance-based income, leading to a 13% QoQ and 40% YoY rise in income before provision for income taxes Investment Management Net Revenues by Category (3Q25 vs. Prior Periods) | Revenue Category | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :-------------------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Asset management and related fees | $1,534 million | $1,434 million | $1,384 million | 7% | 11% | | Performance-based income and other | $117 million | $118 million | $71 million | (1%) | 65% | | Total Net Revenues | $1,651 million | $1,552 million | $1,455 million | 6% | 13% | Investment Management Key Financials and Ratios (3Q25 vs. Prior Periods) | Metric | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :-------------------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Income before provision for income taxes | $364 million | $323 million | $260 million | 13% | 40% | | Net income applicable to Morgan Stanley | $266 million | $245 million | $192 million | 9% | 39% | | Pre-tax margin | 22% | 21% | 18% | +1 pp | +4 pp | | Return on Average Common Equity | 10% | 9% | 7% | +1 pp | +3 pp | | Return on Average Tangible Common Equity | 105% | 97% | 68% | +8 pp | +37 pp | [Investment Management Financial Information and Statistical Data](index=10&type=section&id=2.5%20Investment%20Management%20Financial%20Information%20and%20Statistical%20Data) Investment Management's total Assets Under Management or Supervision (AUM) reached $1,807 billion in 3Q25, a 5% QoQ and 13% YoY increase, with total net flows of $41.3 billion driven by strong inflows in Fixed Income and Alternatives and Solutions Investment Management Net Flows by Asset Class (3Q25 vs. Prior Periods) | Asset Class | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | % Change (QoQ) | % Change (YoY) | | :-------------------------- | :------------------- | :------------------- | :------------------- | :-------------- | :-------------- | | Equity | $(6.1) billion | $(2.8) billion | $(5.6) billion | (118%) | (9%) | | Fixed Income | $8.4 billion | $6.8 billion | $4.4 billion | 24% | 91% | | Alternatives and Solutions | $14.2 billion | $6.8 billion | $8.5 billion | 109% | 67% | | Long-Term Net Flows | $16.5 billion | $10.8 billion | $7.3 billion | 53% | 126% | | Liquidity and Overlay Services | $24.8 billion | $(27.3) billion | $9.3 billion | * | 167% | | Total Net Flows | $41.3 billion | $(16.5) billion | $16.6 billion | * | 149% | Investment Management AUM by Asset Class (Sep 30, 2025) | Asset Class | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | % Change (QoQ) | % Change (YoY) | | :-------------------------- | :----------- | :----------- | :----------- | :-------------- | :-------------- | | Equity | $329 billion | $327 billion | $316 billion | 1% | 4% | | Fixed Income | $224 billion | $212 billion | $188 billion | 6% | 19% | | Alternatives and Solutions | $683 billion | $636 billion | $591 billion | 7% | 16% | | Total AUM | $1,807 billion | $1,713 billion | $1,598 billion | 5% | 13% | Balance Sheet and Credit Information The firm's consolidated loans and lending commitments expanded significantly, while the Allowance for Credit Losses remained stable with a $0 million provision in Q3, reflecting sound credit quality [Consolidated Loans and Lending Commitments](index=11&type=section&id=3.1%20Consolidated%20Loans%20and%20Lending%20Commitments) Consolidated loans and lending commitments increased by 6% QoQ and 17% YoY to $479.4 billion, with growth in both Institutional Securities and Wealth Management segments Consolidated Loans and Lending Commitments (3Q25 vs. Prior Periods) | Metric | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | % Change (QoQ) | % Change (YoY) | | :-------------------------------- | :----------- | :----------- | :----------- | :-------------- | :-------------- | | Institutional Securities Loans | $103.4 billion | $98.4 billion | $84.0 billion | 5% | 23% | | Institutional Securities Lending Commitments | $183.7 billion | $165.4 billion | $151.9 billion | 11% | 21% | | Wealth Management Loans | $173.9 billion | $168.9 billion | $155.3 billion | 3% | 12% | | Wealth Management Lending Commitments | $18.4 billion | $19.5 billion | $18.4 billion | (6%) | —% | | Consolidated Loans and Lending Commitments | $479.4 billion | $452.2 billion | $409.6 billion | 6% | 17% | - Within Institutional Securities, secured lending facilities loans increased by **6% QoQ** and **34% YoY to $66.1 billion**[23](index=23&type=chunk) - Within Wealth Management, securities-based lending and other loans increased by **3% QoQ** and **14% YoY to $103.1 billion**[23](index=23&type=chunk) [Consolidated Loans and Lending Commitments Allowance for Credit Losses (ACL)](index=12&type=section&id=3.2%20Consolidated%20Loans%20and%20Lending%20Commitments%20Allowance%20for%20Credit%20Losses%20(ACL)) As of September 30, 2025, the total Allowance for Credit Losses (ACL) for consolidated loans and lending commitments was $1,997 million, with a Q3 provision for credit losses of $0 million Allowance for Credit Losses (ACL) as of Sep 30, 2025 | Category | Loans and Lending Commitments (Gross) | ACL | ACL % | | :-------------------------------- | :-------------------------------- | :---- | :------ | | Corporate (HFI) | $7,839 million | $239 million | 3.0% | | Secured lending facilities (HFI) | $63,610 million | $200 million | 0.3% | | Commercial and residential real estate (HFI) | $7,853 million | $364 million | 4.6% | | Institutional Securities - HFI | $82,788 million | $822 million | 1.0% | | Wealth Management - HFI | $174,288 million | $391 million | 0.2% | | Total Held For Investment Loans | $257,076 million | $1,213 million | 0.5% | | Lending Commitments | $202,141 million | $784 million | 0.4% | | Consolidated Loans and Lending Commitments | $480,612 million | $1,997 million | N/A | Q3 Provision for Credit Losses (Sep 30, 2025) | Category | Q3 Provision | | :-------------------------------- | :----------- | | Corporate (HFI) | $(22) million | | Secured lending facilities (HFI) | $25 million | | Commercial and residential real estate (HFI) | $3 million | | Institutional Securities - HFI | $5 million | | Wealth Management - HFI | $1 million | | Total Held For Investment Loans | $6 million | | Lending Commitments | $(6) million | | Consolidated Loans and Lending Commitments | $0 million | Allowance Rollforward for Loans and Lending Commitments (3Q25) | Metric | Institutional Securities | Wealth Management | Total | | :-------------------------------- | :----------------------- | :---------------- | :---- | | Beginning Balance - Jun 30, 2025 (Loans) | $865 million | $406 million | $1,271 million | | Net Charge Offs (Loans) | $(46) million | $(17) million | $(63) million | | Provision (Loans) | $5 million | $1 million | $6 million | | Ending Balance - Sep 30, 2025 (Loans) | $822 million | $391 million | $1,213 million | | Beginning Balance - Jun 30, 2025 (Lending Commitments) | $772 million | $18 million | $790 million | | Provision (Lending Commitments) | $(4) million | $(2) million | $(6) million | | Ending Balance - Sep 30, 2025 (Lending Commitments) | $769 million | $15 million | $784 million | | Total Ending Balance - Sep 30, 2025 | $1,591 million | $406 million | $1,997 million | Definitions and Supplemental Information This section clarifies key financial definitions, non-GAAP measures, and performance metrics, providing supplemental quantitative details and a legal notice for comprehensive understanding of the financial report [Definition of U.S. GAAP to Non-GAAP Measures](index=13&type=section&id=4.1%20Definition%20of%20U.S.%20GAAP%20to%20Non-GAAP%20Measures) This section defines various non-GAAP financial measures, including Tangible Common Equity and Return on Average Tangible Common Equity (ROTCE), and explains adjustments for deferred cash-based compensation plans (DCP) to enhance comparability - Non-GAAP financial measures provide **transparency** and an **alternate means of assessing financial condition, operating results, and capital adequacy**, but are not substitutes for U.S. GAAP[27](index=27&type=chunk) - Tangible common equity represents **common shareholders' equity less goodwill and intangible assets net of allowable mortgage servicing rights deduction**[27](index=27&type=chunk) - Adjustments for DCP (Deferred Cash-Based Compensation Plans) are made to net revenues and compensation expenses to improve **comparability of underlying operating performance and revenue trends**, particularly in the Wealth Management segment[27](index=27&type=chunk) [Definitions of Performance Metrics and Terms](index=14&type=section&id=4.2%20Definitions%20of%20Performance%20Metrics%20and%20Terms) This section provides detailed definitions for various performance metrics and terms used throughout the financial supplement, including provision for credit losses, net income applicable to Morgan Stanley, EPS, ROE, pre-tax margin, and regulatory capital ratios - Provision for credit losses represents the **provision for credit losses on loans held for investment and unfunded lending commitments**[29](index=29&type=chunk) - Return on average common equity represents **annualized earnings applicable to Morgan Stanley common shareholders as a percentage of average common equity**[29](index=29&type=chunk) - Liquidity Resources are comprised of **high quality liquid assets (HQLA) and cash deposits with banks**, actively managed considering various factors including debt maturity, balance sheet, funding needs, and regulatory requirements[29](index=29&type=chunk) - Wealth Management's 'Net new assets' represent **client asset inflows (including interest, dividends, acquisitions) less outflows**, excluding business combinations/divestitures and fees/commissions[32](index=32&type=chunk) - Investment Management's 'Performance-based income and other' includes **performance-based fees (carried interest), investment gains/losses, hedge gains/losses on seed capital, and net interest/other revenues**[32](index=32&type=chunk) [Supplemental Quantitative Details and Calculations](index=16&type=section&id=4.3%20Supplemental%20Quantitative%20Details%20and%20Calculations) This section provides detailed quantitative breakdowns and calculations, particularly for non-GAAP adjustments related to Deferred Cash-Based Compensation Plans (DCP) for both firm-wide and Wealth Management net revenues and compensation expenses, and details the firm's non-interest expenses by category Firm-wide Non-GAAP Adjustments for DCP (3Q25 vs. Prior Periods) | Metric | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | | :-------------------------------- | :------------------- | :------------------- | :------------------- | | Net revenues (GAAP) | $18,224 million | $16,792 million | $15,383 million | | Adjustment for mark-to-market on DCP | $(248) million | $(377) million | $(239) million | | Adjusted Net revenues (non-GAAP) | $17,976 million | $16,415 million | $15,144 million | | Compensation expense (GAAP) | $7,442 million | $7,190 million | $6,733 million | | Adjustment for mark-to-market on DCP | $(300) million | $(371) million | $(276) million | | Adjusted Compensation expense (non-GAAP) | $7,142 million | $6,819 million | $6,457 million | Firm Non-Interest Expenses by Category (3Q25 vs. Prior Periods) | Expense Category | Sep 30, 2025 (3Q25) | Jun 30, 2025 (2Q25) | Sep 30, 2024 (3Q24) | | :-------------------------------- | :------------------- | :------------------- | :------------------- | | Compensation and benefits | $7,442 million | $7,190 million | $6,733 million | | Brokerage, clearing and exchange fees | $1,141 million | $1,188 million | $1,044 million | | Information processing and communications | $1,119 million | $1,089 million | $1,042 million | | Professional services | $685 million | $711 million | $711 million | | Occupancy and equipment | $473 million | $459 million | $473 million | | Marketing and business development | $280 million | $297 million | $224 million | | Other | $1,056 million | $1,040 million | $856 million | | Total non-compensation expenses | $4,754 million | $4,784 million | $4,350 million | | Total non-interest expenses | $12,196 million | $11,974 million | $11,083 million | - The number of stock plan participants in Wealth Management **declined slightly in 3Q25** due to the previously announced dispositions of the Firm's EMEA stock plan business, expected to complete in 4Q25[40](index=40&type=chunk) [Legal Notice](index=18&type=section&id=4.4%20Legal%20Notice) This section serves as a legal notice, stating that the financial supplement contains financial, statistical, and business-related information, and should be read in conjunction with the firm's third-quarter earnings press release issued October 15, 2025 - The Financial Supplement provides **financial, statistical, and business-related information**, including business and segment trends[45](index=45&type=chunk) - The information should be read in conjunction with the **firm's third-quarter earnings press release issued October 15, 2025**[45](index=45&type=chunk)

[News Release & Highlights](index=1&type=section&id=News%20Release) [CEO Statement](index=1&type=section&id=CEO%20Statement) Robert B. Ford, Chairman and CEO, highlighted consistent, high-quality performance in Q3 2025, attributing it to a differentiated product pipeline that positions Abbott for durable long-term value to shareholders - Robert B. Ford, chairman and chief executive officer, Abbott, stated: 'Our third-quarter results demonstrate our ability to deliver **consistent, high-quality performance**. Our differentiated product pipeline continues to power our performance and positions Abbott to deliver **durable long-term value** to our shareholders'[2](index=2&type=chunk) [Key Financial Highlights (3Q25 & YTD)](index=1&type=section&id=Key%20Financial%20Highlights) Abbott reported strong financial results for Q3 2025, with significant sales growth and adjusted diluted EPS, alongside positive year-to-date performance, demonstrating consistent execution Key Financial Highlights (3Q25 & YTD) | Metric | 3Q25 Reported | 3Q25 Organic (excl. COVID-19) | YTD Reported | YTD Organic (excl. COVID-19) | | :----- | :------------ | :---------------------------- | :----------- | :--------------------------- | | Sales Growth | 6.9% | 7.5% | 6.1% | 7.7% | | GAAP Diluted EPS | $0.94 | N/A | N/A | N/A | | Adjusted Diluted EPS | $1.30 | N/A | N/A | N/A | | Reported Operating Margin | 18.1% | N/A | N/A | N/A | | Adjusted Operating Margin | 23.0% (40 bps increase) | N/A | N/A | N/A | [Recent Product & Regulatory Milestones](index=1&type=section&id=Recent%20Product%20%26%20Regulatory%20Milestones) Abbott achieved key regulatory approvals and received supportive treatment guidelines for its innovative medical devices, enhancing its market position in cardiovascular health - Regulatory approval in Japan for TriClip®, a first-of-its-kind, minimally invasive treatment option for patients with tricuspid regurgitation[2](index=2&type=chunk) - CE Mark received for an expanded indication for the Navitor® transcatheter aortic valve implantation (TAVI) system to treat symptomatic, severe aortic stenosis patients at low or intermediate risk for open-heart surgery[2](index=2&type=chunk) - New treatment guidelines issued at the European Society of Cardiology (ESC) Congress provide additional support for the use of MitraClip® and TriClip® in treating valvular heart disease[2](index=2&type=chunk) [Third-Quarter Business Overview](index=2&type=section&id=THIRD-QUARTER%20BUSINESS%20OVERVIEW) [Overall Sales Performance (3Q25 & 9M25)](index=2&type=section&id=Overall%20Sales%20Performance) Abbott's overall sales demonstrated solid growth in Q3 and year-to-date 2025, particularly when excluding the declining impact of COVID-19 testing sales, with organic growth being a key metric for performance assessment - Management measures sales growth rates on an organic basis, excluding foreign exchange impact and the discontinuation of the ZonePerfect® product line, to understand core underlying business performance[3](index=3&type=chunk) Total Company Sales (3Q25 vs 3Q24) | Metric | Total Company | Nutrition | Diagnostics | Established Pharmaceuticals | Medical Devices | | :----- | :------------ | :-------- | :---------- | :------------------------ | :-------------- | | Total reported sales ($M) | 11,369 | 2,153 | 2,253 | 1,511 | 5,448 | | Total reported % Change | 6.9% | 4.2% | (6.6)% | 7.5% | 14.8% | | Organic % Change | 5.5% | 4.0% | (7.8)% | 7.1% | 12.5% | | Organic (excl. COVID-19 tests) % Change | 7.5% | 4.0% | 0.4% | 7.1% | 12.5% | Total Company Sales (9M25 vs 9M24) | Metric | Total Company | Nutrition | Diagnostics | Established Pharmaceuticals | Medical Devices | | :----- | :------------ | :-------- | :---------- | :------------------------ | :-------------- | | Total reported sales ($M) | 32,869 | 6,511 | 6,480 | 4,154 | 15,712 | | Total reported % Change | 6.1% | 3.6% | (5.0)% | 5.8% | 12.8% | | Organic % Change | 6.4% | 4.7% | (4.8)% | 7.5% | 12.4% | | Organic (excl. COVID-19 tests) % Change | 7.7% | 4.7% | 0.6% | 7.5% | 12.4% | [Nutrition Segment Performance](index=3&type=section&id=Nutrition) The Nutrition segment achieved reported sales growth of 4.2% and organic growth of 4.0% in Q3 2025, primarily driven by strong performance in Adult Nutrition, particularly from Ensure® and Glucerna® brands Nutrition Sales (3Q25 vs 3Q24) | Sales 3Q25 ($ in millions) | Total | Pediatric | Adult | | :------------------------ | :---- | :-------- | :---- | | U.S. | 888 | 520 | 368 | | International | 1,265 | 457 | 808 | | Total reported | 2,153 | 977 | 1,176 | | % Change vs. 3Q24 | | | | | U.S. | (6.5) | (8.4) | (3.8) | | International | 13.3 | 17.9 | 10.9 | | Total reported | 4.2 | 2.3 | 5.8 | | Impact of foreign exchange | 0.2 | (0.1) | 0.4 | | Organic | 4.0 | 2.4 | 5.4 | - Growth in the quarter was led by Adult Nutrition, with sales increasing **5.8 percent reported** and **5.4 percent organic**, driven by strong growth of Ensure® and Glucerna®[9](index=9&type=chunk) Nutrition Sales (9M25 vs 9M24) | Sales 9M25 ($ in millions) | Total | Pediatric | Adult | | :------------------------ | :---- | :-------- | :---- | | U.S. | 2,800 | 1,695 | 1,105 | | International | 3,711 | 1,377 | 2,334 | | Total reported | 6,511 | 3,072 | 3,439 | | % Change vs. 9M24 | | | | | U.S. | 1.4 | 3.0 | (0.9) | | International | 5.3 | — | 8.8 | | Total reported | 3.6 | 1.6 | 5.5 | | Impact of foreign exchange | (0.9) | (0.9) | (0.9) | | Impact of business exit* | (0.2) | — | (0.4) | | Organic | 4.7 | 2.5 | 6.8 | [Diagnostics Segment Performance](index=4&type=section&id=Diagnostics) Global Diagnostics sales decreased in Q3 2025 on a reported and organic basis, primarily due to a significant decline in COVID-19 testing-related sales. Excluding COVID-19 tests, organic sales showed slight growth, with Core Laboratory Diagnostics experiencing growth despite challenging market conditions in China Diagnostics Sales (3Q25 vs 3Q24) | Sales 3Q25 ($ in millions) | Total | Core Laboratory | Molecular | Point of Care | Rapid Diagnostics | | :------------------------ | :---- | :-------------- | :-------- | :------------ | :---------------- | | U.S. | 886 | 366 | 36 | 111 | 373 | | International | 1,367 | 998 | 95 | 47 | 227 | | Total reported | 2,253 | 1,364 | 131 | 158 | 600 | | % Change vs. 3Q24 | | | | | | | U.S. | (14.1) | 10.4 | (1.5) | 7.9 | (33.5) | | International | (1.0) | 1.6 | 4.3 | 8.9 | (14.2) | | Total reported | (6.6) | 3.8 | 2.6 | 8.2 | (27.3) | | Impact of foreign exchange | 1.2 | 1.6 | 1.8 | 0.4 | 0.4 | | Organic | (7.8) | 2.2 | 0.8 | 7.8 | (27.7) | | Organic (excluding COVID-19 tests) | 0.4 | N/A | N/A | N/A | N/A | - COVID-19 testing-related sales were **$69 million** in Q3 2025, a significant decrease from **$265 million** in Q3 2024[10](index=10&type=chunk) - Core Laboratory Diagnostics sales increased **3.8 percent reported** and **2.2 percent organic**, despite challenging market conditions in China, including volume-based procurement programs[11](index=11&type=chunk) [Established Pharmaceuticals Segment Performance](index=5&type=section&id=Established%20Pharmaceuticals) Established Pharmaceuticals sales increased 7.5% on a reported basis and 7.1% organically in Q3 2025, primarily driven by double-digit organic growth in Key Emerging Markets across Asia, Latin America, and the Middle East Established Pharmaceuticals Sales (3Q25 vs 3Q24) | Sales 3Q25 ($ in millions) | Total | Key Emerging Markets | Other | | :------------------------ | :---- | :------------------- | :---- | | International | 1,511 | 1,097 | 414 | | Total reported | 1,511 | 1,097 | 414 | | % Change vs. 3Q24 | | | | | International | 7.5 | 10.3 | 0.6 | | Total reported | 7.5 | 10.3 | 0.6 | | Impact of foreign exchange | 0.4 | (0.8) | 3.1 | | Organic | 7.1 | 11.1 | (2.5) | - Sales in Key Emerging Markets increased **10.3 percent reported** and **11.1 percent organic**, driven by double-digit growth in several countries across Asia, Latin America, and the Middle East[14](index=14&type=chunk) Established Pharmaceuticals Sales (9M25 vs 9M24) | Sales 9M25 ($ in millions) | Total | Key Emerging Markets | Other | | :------------------------ | :---- | :------------------- | :---- | | International | 4,154 | 3,121 | 1,033 | | Total reported | 4,154 | 3,121 | 1,033 | | % Change vs. 9M24 | | | | | International | 5.8 | 7.3 | 1.7 | | Total reported | 5.8 | 7.3 | 1.7 | | Impact of foreign exchange | (1.7) | (2.4) | 0.5 | | Organic | 7.5 | 9.7 | 1.2 | [Medical Devices Segment Performance](index=6&type=section&id=Medical%20Devices) The Medical Devices segment delivered strong performance in Q3 2025, with reported sales increasing 14.8% and organic sales growing 12.5%, driven by double-digit growth across several key areas including Diabetes Care, Electrophysiology, Rhythm Management, Heart Failure, and Structural Heart Medical Devices Sales (3Q25 vs 3Q24) | Sales 3Q25 ($ in millions) | Total | Rhythm Management | Electrophysiology | Heart Failure | Vascular | Structural Heart | Neuromodulation | Diabetes Care | | :------------------------ | :---- | :---------------- | :---------------- | :------------ | :------- | :--------------- | :-------------- | :------------ | | U.S. | 2,521 | 350 | 322 | 280 | 280 | 297 | 196 | 796 | | International | 2,927 | 336 | 383 | 86 | 465 | 338 | 58 | 1,261 | | Total reported | 5,448 | 686 | 705 | 366 | 745 | 635 | 254 | 2,057 | | % Change vs. 3Q24 | | | | | | | | | | U.S. | 13.8 | 21.1 | 13.2 | 10.7 | 8.5 | 10.1 | 3.3 | 18.4 | | International | 15.6 | 9.3 | 17.6 | 22.6 | 5.5 | 16.9 | 24.9 | 19.9 | | Total reported | 14.8 | 15.0 | 15.6 | 13.3 | 6.6 | 13.6 | 7.6 | 19.3 | | Impact of foreign exchange | 2.3 | 2.0 | 1.9 | 1.2 | 1.9 | 2.3 | 0.8 | 3.1 | | Organic | 12.5 | 13.0 | 13.7 | 12.1 | 4.7 | 11.3 | 6.8 | 16.2 | - Sales growth in Q3 was led by **double-digit growth** in Diabetes Care, Electrophysiology, Rhythm Management, Heart Failure, and Structural Heart[17](index=17&type=chunk) - Diabetes Care sales of continuous glucose monitors reached **$2.0 billion**, growing **20.5 percent reported** and **17.2 percent organic**[17](index=17&type=chunk) [Abbott's Financial Guidance & Shareholder Information](index=7&type=section&id=ABBOTT%27S%20FINANCIAL%20GUIDANCE) [Full-Year 2025 Financial Guidance](index=7&type=section&id=Full-Year%202025%20Financial%20Guidance) Abbott reaffirmed its full-year 2025 organic sales growth guidance and narrowed its adjusted diluted EPS guidance range, reflecting anticipated double-digit growth - Abbott reaffirms full-year 2025 organic sales growth guidance of **7.5% to 8.0%** (excluding COVID-19 testing-related sales) or **6.0% to 7.0%** (including COVID-19 testing-related sales)[19](index=19&type=chunk) - Abbott reaffirms the midpoint of full-year 2025 adjusted diluted EPS guidance and narrows the range to **$5.12 to $5.18**, reflecting **double-digit growth** at the midpoint[19](index=19&type=chunk) [Dividend Declaration](index=7&type=section&id=ABBOTT%20DECLARES%20407%20CONSECUTIVE%20QUARTERLY%20DIVIDEND) Abbott declared its 407th consecutive quarterly dividend of $0.59 per share, payable in November 2025, underscoring its long-standing commitment to shareholder returns as a Dividend Aristocrat - On Sept. 19, 2025, Abbott's board of directors declared a quarterly dividend of **$0.59 per share**[21](index=21&type=chunk) - The cash dividend is payable Nov. 17, 2025, to shareholders of record on Oct. 15, 2025[21](index=21&type=chunk) - Abbott has increased its dividend payout for **53 consecutive years** and is a member of the S&P 500 Dividend Aristocrats Index[21](index=21&type=chunk) [Company Overview](index=7&type=section&id=About%20Abbott%3A) Abbott is a global healthcare leader providing life-changing technologies across diagnostics, medical devices, nutritionals, and branded generic medicines, serving over 160 countries with 114,000 employees - Abbott is a global healthcare leader with a portfolio of life-changing technologies spanning diagnostics, medical devices, nutritionals, and branded generic medicines[22](index=22&type=chunk) - The company has **114,000 colleagues** serving people in more than **160 countries**[22](index=22&type=chunk) [Financial Statements & Non-GAAP Reconciliations](index=9&type=section&id=Abbott%20Laboratories%20and%20Subsidiaries) [Condensed Consolidated Statement of Earnings](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Earnings) The condensed consolidated statements of earnings for Q3 and 9M 2025 show net sales growth and changes in operating earnings, net earnings, and diluted EPS compared to the prior year, both on a GAAP and adjusted basis Condensed Consolidated Statement of Earnings (3Q25 vs 3Q24) | Metric | 3Q25 ($M) | 3Q24 ($M) | % Change | | :----- | :-------- | :-------- | :------- | | Net Sales | $11,369 | $10,635 | 6.9% | | Operating Earnings | $2,057 | $1,859 | 10.6% | | Net Earnings (GAAP) | $1,644 | $1,646 | (0.1)% | | Net Earnings (excl. Specified Items) | $2,278 | $2,119 | 7.5% | | Diluted EPS (GAAP) | $0.94 | $0.94 | — | | Diluted EPS (excl. Specified Items) | $1.30 | $1.21 | 7.4% | Condensed Consolidated Statement of Earnings (9M25 vs 9M24) | Metric | 9M25 ($M) | 9M24 ($M) | % Change | | :----- | :-------- | :-------- | :------- | | Net Sales | $32,869 | $30,976 | 6.1% | | Operating Earnings | $5,802 | $4,914 | 18.1% | | Net Earnings (GAAP) | $4,748 | $4,173 | 13.8% | | Net Earnings (excl. Specified Items) | $6,410 | $5,851 | 9.6% | | Diluted EPS (GAAP) | $2.70 | $2.38 | 13.4% | | Diluted EPS (excl. Specified Items) | $3.65 | $3.33 | 9.6% | [Non-GAAP Financial Information Reconciliation](index=13&type=section&id=Non-GAAP%20Reconciliation%20of%20Financial%20Information) Abbott provides detailed reconciliations from GAAP to adjusted financial measures for Q3 and 9M 2025 and 2024, primarily adjusting for intangible amortization, restructuring, acquisition-related expenses, and other specified items to present a clearer view of core operational performance Non-GAAP Reconciliation (3Q25) | Metric | As Reported (GAAP) ($M) | Specified Items ($M) | As Adjusted ($M) | | :----- | :---------------------- | :------------------- | :--------------- | | Intangible Amortization | $420 | $(420) | $0 | | Gross Margin | $5,874 | $470 | $6,344 | | R&D | $766 | $(36) | $730 | | SG&A | $3,051 | $(47) | $3,004 | | Other (income) expense, net | $(150) | $5 | $(145) | | Earnings before taxes | $2,180 | $548 | $2,728 | | Taxes on Earnings | $536 | $(86) | $450 | | Net Earnings | $1,644 | $634 | $2,278 | | Diluted Earnings per Share | $0.94 | $0.36 | $1.30 | Non-GAAP Reconciliation (3Q24) | Metric | As Reported (GAAP) ($M) | Specified Items ($M) | As Adjusted ($M) | | :----- | :---------------------- | :------------------- | :--------------- | | Intangible Amortization | $470 | $(470) | $0 | | Gross Margin | $5,467 | $516 | $5,983 | | R&D | $713 | $(19) | $694 | | SG&A | $2,895 | $(5) | $2,890 | | Other (income) expense, net | $(121) | $(12) | $(133) | | Earnings before taxes | $1,940 | $552 | $2,492 | | Taxes on Earnings | $294 | $79 | $373 | | Net Earnings | $1,646 | $473 | $2,119 | | Diluted Earnings per Share | $0.94 | $0.27 | $1.21 | Non-GAAP Reconciliation (9M25) | Metric | As Reported (GAAP) ($M) | Specified Items ($M) | As Adjusted ($M) | | :----- | :---------------------- | :------------------- | :--------------- | | Intangible Amortization | $1,260 | $(1,260) | $0 | | Gross Margin | $17,212 | $1,396 | $18,608 | | R&D | $2,207 | $(83) | $2,124 | | SG&A | $9,203 | $(58) | $9,145 | | Other (income) expense, net | $(414) | $(31) | $(445) | | Earnings before taxes | $6,108 | $1,568 | $7,676 | | Taxes on Earnings | $1,360 | $(94) | $1,266 | | Net Earnings | $4,748 | $1,662 | $6,410 | | Diluted Earnings per Share | $2.70 | $0.95 | $3.65 | [Tax Rate Reconciliation](index=15&type=section&id=Tax%20Rate%20Reconciliation) Abbott reconciled its GAAP tax rates to adjusted tax rates for Q3 and 9M 2025 and 2024, showing the impact of specified items and certain tax adjustments on the effective tax rate Tax Rate Reconciliation (3Q25 vs 3Q24) | Metric | 3Q25 GAAP Tax Rate | 3Q25 Adjusted Tax Rate | 3Q24 GAAP Tax Rate | 3Q24 Adjusted Tax Rate | | :----- | :----------------- | :--------------------- | :----------------- | :--------------------- | | Tax Rate | 24.6% | 16.5% | 15.2% | 15.0% | Tax Rate Reconciliation (9M25 vs 9M24) | Metric | 9M25 GAAP Tax Rate | 9M25 Adjusted Tax Rate | 9M24 GAAP Tax Rate | 9M24 Adjusted Tax Rate | | :----- | :----------------- | :--------------------- | :----------------- | :--------------------- | | Tax Rate | 22.3% | 16.5% | 16.3% | 15.0% | [Non-GAAP Revenue Reconciliation](index=16&type=section&id=Non-GAAP%20Revenue%20Reconciliation) Abbott provided a non-GAAP revenue reconciliation for the nine months ended September 30, 2025 and 2024, detailing the impact of discontinuing the ZonePerfect® product line in the Nutrition business on reported and adjusted revenue figures Non-GAAP Revenue Reconciliation (9M25 vs 9M24) | Metric | 9M25 Abbott Reported ($M) | 9M24 Abbott Reported ($M) | Impact from business exit (a) ($M) | 9M24 Adjusted Revenue ($M) | % Change vs. 9M24 Reported | % Change vs. 9M24 Adjusted | Organic % Change | | :----- | :------------------------ | :------------------------ | :--------------------------------- | :------------------------- | :------------------------- | :------------------------- | :--------------- | | Total Company | 32,869 | 30,976 | (13) | 30,963 | 6.1% | 6.1% | 6.4% | | Total Nutrition | 6,511 | 6,284 | (13) | 6,271 | 3.6% | 3.8% | 4.7% | | Adult Nutrition | 3,439 | 3,261 | (13) | 3,248 | 5.5% | 5.9% | 6.8% | - The business exit impact reflects the discontinuation of the ZonePerfect® product line in the Nutrition business, initiated in March 2024[47](index=47&type=chunk) [Details of Specified Items](index=17&type=section&id=Details%20of%20Specified%20Items) This section provides a detailed breakdown of the specific items that are excluded from GAAP financial measures to arrive at adjusted (non-GAAP) figures for the third quarter and nine months ended September 30, 2025 and 2024. These items primarily include intangible amortization, restructuring and cost reduction initiatives, acquisition/divestiture-related expenses, and other adjustments - For 3Q25, specified items include **$420 million** for intangible amortization and **$128 million** for restructuring, acquisition costs, and other net expenses[38](index=38&type=chunk)[49](index=49&type=chunk) - For 3Q24, specified items include **$470 million** for intangible amortization and **$82 million** for intangible impairment, acquisitions, a divestiture, and other net expenses[39](index=39&type=chunk)[52](index=52&type=chunk) - For 9M25, specified items include **$1.260 billion** for intangible amortization and **$308 million** for restructuring, acquisitions, investment impairment charges, and other net expenses[42](index=42&type=chunk)[55](index=55&type=chunk) - For 9M24, specified items include **$1.413 billion** for intangible amortization and **$487 million** for restructuring, acquisitions, a divestiture, and other net expenses[43](index=43&type=chunk)[58](index=58&type=chunk)

[Executive Summary](index=1&type=section&id=1.%20Executive%20Summary) ASML reports strong Q3 2025 results, provides Q4 and full-year guidance, and outlines long-term strategic initiatives [Q3 2025 Performance Highlights](index=1&type=section&id=1.1%20Q3%202025%20Performance%20Highlights) ASML reported Q3 2025 net sales and income aligning with guidance, alongside significant net bookings including EUV systems Q3 2025 Financial Highlights | Metric | Value | | :--- | :--- | | Total net sales | €7.5 billion | | Gross margin | 51.6% | | Net income | €2.1 billion | | Net bookings | €5.4 billion | | EUV bookings | €3.6 billion | [CEO Commentary and Strategic Initiatives](index=1&type=section&id=1.2%20CEO%20Commentary%20and%20Strategic%20Initiatives) CEO highlighted lithography intensity, EUV adoption, High NA EUV, Advanced Packaging, and AI integration - Lithography intensity developing positively with increasing EUV adoption and **High NA EUV** progress[5](index=5&type=chunk) - Shipped first Advanced Packaging product, **TWINSCAN XT:260**, offering up to **4x productivity**[5](index=5&type=chunk)[28](index=28&type=chunk) - Partnership with **Mistral AI** to embed **AI** across the holistic portfolio, enhancing system performance, productivity, and customer yield[5](index=5&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - Continued positive momentum from **AI investments**, extending to more customers in leading-edge Logic and advanced DRAM[7](index=7&type=chunk)[22](index=22&type=chunk) [Outlook and Guidance Summary](index=1&type=section&id=1.3%20Outlook%20and%20Guidance%20Summary) ASML forecasts strong Q4 2025 sales and full-year growth, expecting 2026 sales not to fall below 2025 despite DUV shifts Q4 2025 Guidance | Metric | Range | | :--- | :--- | | Total net sales | €9.2 billion - €9.8 billion | | Gross margin | 51% - 53% | | R&D costs | around €1.2 billion | | SG&A costs | around €320 million | Full-Year 2025 Guidance | Metric | Value | | :--- | :--- | | Total net sales growth (YoY) | around 15% | | Gross margin | around 52% | - ASML does not expect **2026 total net sales** to be below **2025**, with more details to be provided in January[6](index=6&type=chunk)[8](index=8&type=chunk)[23](index=23&type=chunk) - Anticipates significant decline in China customer demand and total net sales in **2026** compared to **2024/2025**, impacting DUV business, but offset by increased EUV demand[7](index=7&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) [Investor Key Messages](index=10&type=section&id=2.%20Investor%20Key%20Messages) ASML's investor messages emphasize semiconductor industry strength, lithography's central role, and ambitious 2030 financial targets [Industry and Technology Vision](index=11&type=section&id=2.1%20Industry%20and%20Technology%20Vision) The semiconductor industry is projected to exceed $1 trillion by 2030, driven by AI, with lithography remaining central to innovation - Semiconductor industry expected to surpass **$1 trillion** in revenue by **2030**, driven by **AI** adoption[35](index=35&type=chunk) - Lithography will remain at the heart of customer innovation, with an anticipated increase in critical lithography exposures for advanced logic and memory[35](index=35&type=chunk) - ASML's portfolio is positioned to address customer needs by extending holistic lithography to 3D integration, improving DUV/EUV performance, and scaling EUV technology[35](index=35&type=chunk) [Long-Term Financial Targets](index=7&type=section&id=2.2%20Long-Term%20Financial%20Targets) ASML targets significant annual revenue and gross margin by 2030, based on various market and lithography intensity scenarios 2030 Financial Opportunity Targets | Metric | Range | | :--- | :--- | | Annual Revenue | €44 billion - €60 billion | | Gross Margin | 56% - 60% | [Business Summary](index=12&type=section&id=3.%20Business%20Summary) ASML's Q3 2025 business summary details financial performance, system sales, technology developments, and capital allocation strategies [Q3 2025 Financial Summary](index=13&type=section&id=3.1%20Q3%202025%20Financial%20Summary) ASML's Q3 2025 results included total net sales, net system sales, installed base management sales, and strong gross margin Q3 2025 Detailed Financial Summary | Metric | Value | | :--- | :--- | | Total net sales | €7.5 billion | | Net system sales | €5.6 billion | | Installed Base Management sales | €2.0 billion | | Gross Margin | 51.6% | | Operating margin | 32.8% | | Net income as % of total net sales | 28.3% | | Earnings per share (basic) | €5.49 | | Net bookings | €5.4 billion | | of which EUV bookings | €3.6 billion | [System Sales and Bookings Analysis](index=15&type=section&id=3.2%20System%20Sales%20and%20Bookings%20Analysis) Q3 2025 net system sales showed Logic and EUV dominance, with regional shifts compared to the previous quarter [Net System Sales Breakdown](index=15&type=section&id=3.2.1%20Net%20System%20Sales%20Breakdown) Q3 2025 Net System Sales Breakdown | Category | Sub-category | % of Sales | | :--- | :--- | :--- | | **End-Use** | Logic | 69% | | | Memory | 31% | | **Technology** | EUV | 48% | | | ArFi | 43% | | | ArF Dry | 2% | | | KrF | 4% | | | I-line | 1% | | | Metrology & Inspection | 2% | | **Region (ship to location)** | Taiwan | 35% | | | China | 27% | | | South Korea | 19% | | | USA | 10% | | | Japan | 5% | | | Rest of Asia | 2% | | | EMEA | 2% | - Compared to Q2 2025, China's share of net system sales by region decreased from **42% to 27%**, while Taiwan's increased from **30% to 35%**[44](index=44&type=chunk) [Net Systems Bookings](index=17&type=section&id=3.2.2%20Net%20Systems%20Bookings) Quarterly Net System Bookings by End-use | End-use | Q3 2025 | Q2 2025 | | :--- | :--- | :--- | | Logic | 84% | 53% | | Memory | 16% | 47% | - Total net system bookings decreased slightly from **€5,541 million** in Q2 2025 to **€5,399 million** in Q3 2025[49](index=49&type=chunk) [Technology and Product Developments](index=1&type=section&id=3.3%20Technology%20and%20Product%20Developments) ASML continues strong technology roadmap execution, with High NA EUV progress, EXE:5200 installation, and new Advanced Packaging products - Over **300,000 wafers** run on **High NA EUV** at customer sites, with maturity ahead of Low NA at a comparable stage[28](index=28&type=chunk) - SK hynix began installation of the first **EXE:5200** in their production fab, positioning it as a key enabler for future DRAM[28](index=28&type=chunk) - Shipped the first Advanced Packaging product, **TWINSCAN XT:260** i-line scanner, providing up to **4x productivity** for 3D integration[5](index=5&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) - Collaboration with **Mistral AI** to embed **AI** across the holistic portfolio, improving system performance, precision, speed, and accelerating product development. ASML was the lead investor in **Mistral AI's** Series C funding, taking an **11% share** and a seat on their Strategic Committee[5](index=5&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) [Capital Allocation and Shareholder Returns](index=2&type=section&id=3.4%20Capital%20Allocation%20and%20Shareholder%20Returns) ASML declared an interim dividend, repurchased shares, and plans a new buyback program, not expecting to complete the current one Dividend Information | Item | Value | Payment Date | | :--- | :--- | :--- | | Interim dividend (Q3 2025) | €1.60 per share | Paid | | Interim dividend (Q4 2025) | €1.60 per share | November 6, 2025 | Share Buyback Program Update | Metric | Value | | :--- | :--- | | Shares purchased in Q3 2025 | ~218 thousand shares | | Amount spent in Q3 2025 | ~€148 million | | Total shares acquired (as of Sep 28, 2025) | 9.0 million shares | | Total consideration (as of Sep 28, 2025) | €5.9 billion | | Current program target | €12 billion (2022-2025) | - ASML does not expect to complete the **€12 billion** share buyback program in full by end of **2025** and intends to announce a new program in January **2026**[11](index=11&type=chunk)[55](index=55&type=chunk) [Outlook](index=19&type=section&id=4.%20Outlook) ASML's outlook includes Q4 2025 guidance, full-year projections, and a 2026 forecast, emphasizing AI and 3D integration opportunities [Q4 2025 Guidance](index=20&type=section&id=4.1%20Q4%202025%20Guidance) ASML forecasts Q4 2025 net sales between €9.2 billion and €9.8 billion, with a gross margin of 51% to 53% Q4 2025 Financial Guidance | Metric | Range | | :--- | :--- | | Total net sales | €9.2 billion - €9.8 billion | | Installed Base Management sales | around €2.1 billion | | Gross margin | 51% - 53% | | R&D costs | around €1.2 billion | | SG&A costs | around €320 million | [Full-Year 2025 Guidance](index=20&type=section&id=4.2%20Full-Year%202025%20Guidance) ASML anticipates full-year 2025 net sales growth of around 15%, a gross margin of approximately 52%, and an effective tax rate Full-Year 2025 Financial Guidance | Metric | Value | | :--- | :--- | | Total net sales growth (YoY) | around 15% | | Gross margin | around 52% | | Annualized effective tax rate | around 17% | [2026 and Beyond Outlook](index=2&type=section&id=4.3%202026%20and%20Beyond%20Outlook) ASML expects 2026 sales not below 2025, with EUV offsetting DUV decline, and AI driving long-term technology roadmap opportunities - **2026 total net sales** are not expected to be below **2025**, with further details in January[6](index=6&type=chunk)[8](index=8&type=chunk)[23](index=23&type=chunk) - Anticipated significant decline in China customer demand and DUV business in **2026**, with product mix favoring EUV[7](index=7&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) - **AI** is expected to drive more advanced applications and higher litho intensity, continuing a strong technology roadmap opportunity[30](index=30&type=chunk) - 3D integration is identified as a new market opportunity ASML will pursue[29](index=29&type=chunk)[30](index=30&type=chunk) [Financial Statements](index=21&type=section&id=5.%20Financial%20Statements) ASML's Q3 2025 financial statements detail operations, cash flows, and balance sheet, reflecting key quarterly performance metrics [Consolidated Statements of Operations](index=22&type=section&id=5.1%20Consolidated%20Statements%20of%20Operations) Q3 2025 total net sales were €7,516 million, with a 51.6% gross margin and net income of €2,125 million Consolidated Statements of Operations (QoQ) | (in millions €, except otherwise indicated) | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total net sales | 7,467 | 9,263 | 7,742 | 7,692 | 7,516 | | Gross profit | 3,793 | 4,790 | 4,180 | 4,130 | 3,880 | | Gross margin % | 50.8 | 51.7 | 54.0 | 53.7 | 51.6 | | R&D costs | (1,055) | (1,116) | (1,161) | (1,167) | (1,109) | | SG&A costs | (297) | (318) | (281) | (299) | (303) | | Income from operations | 2,441 | 3,356 | 2,738 | 2,664 | 2,468 | | Operating income as a % of total net sales | 32.7 | 36.2 | 35.4 | 34.6 | 32.8 | | Net income | 2,077 | 2,693 | 2,355 | 2,290 | 2,125 | | Net income as a % of total net sales | 27.8 | 29.1 | 30.4 | 29.8 | 28.3 | | Earnings per share (basic) € | 5.28 | 6.85 | 6.00 | 5.90 | 5.49 | | Earnings per share (diluted) € | 5.28 | 6.84 | 6.00 | 5.90 | 5.48 | | Lithography systems sold (units) | 116 | 132 | 77 | 76 | 72 | | Net bookings | 2,633 | 7,088 | 3,936 | 5,541 | 5,399 | [Consolidated Statements of Cash Flows](index=23&type=section&id=5.2%20Consolidated%20Statements%20of%20Cash%20Flows) Q3 2025 net cash from operations was €559 million, with €244 million in free cash flow, and decreased cash equivalents Consolidated Statements of Cash Flows (QoQ) | (in millions €) | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and cash equivalents, beginning of period | 4,814 | 4,979 | 12,736 | 9,098 | 7,243 | | Net cash provided by (used in) operating activities | 950 | 9,545 | (58) | 748 | 559 | | Net cash provided by (used in) investing activities | (215) | (1,233) | (416) | (428) | (1,928) | | Net cash provided by (used in) financing activities | (565) | (567) | (3,151) | (2,164) | (742) | | Effect of changes in exchange rates on cash | (4) | 12 | (12) | (11) | (6) | | Net increase (decrease) in cash and cash equivalents | 166 | 7,757 | (3,637) | (1,855) | (2,117) | | Cash and cash equivalents, end of period | 4,979 | 12,736 | 9,098 | 7,243 | 5,126 | | Short-term investments | 5 | 5 | 5 | 5 | 2 | | Cash and cash equivalents and short-term investments | 4,985 | 12,741 | 9,104 | 7,249 | 5,128 | | Purchases of property, plant and equipment and intangible assets | (416) | (706) | (417) | (429) | (315) | | Free cash flow | 534 | 8,839 | (475) | 319 | 244 | [Consolidated Balance Sheets](index=24&type=section&id=5.3%20Consolidated%20Balance%20Sheets) As of Q3 2025, total assets were €45,097 million, with inventories at €11,763 million and shareholders' equity at €18,993 million Consolidated Balance Sheets (Quarter End) | (in millions €) | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | | Cash & cash equivalents and short-term investments | 4,985 | 12,741 | 9,104 | 7,249 | 5,128 | | Accounts receivable and finance receivables, net | 6,171 | 4,877 | 5,132 | 5,703 | 6,030 | | Inventories, net | 11,414 | 10,892 | 11,025 | 11,576 | 11,763 | | Total assets | 41,766 | 48,590 | 45,479 | 44,849 | 45,097 | | **Liabilities and shareholders' equity** | | | | | | | Current liabilities | 16,026 | 20,051 | 18,124 | 18,616 | 19,225 | | Non-current liabilities | 9,589 | 10,062 | 9,854 | 8,615 | 6,879 | | Shareholders' equity | 16,151 | 18,477 | 17,501 | 17,618 | 18,993 | | Total liabilities and shareholders' equity | 41,766 | 48,590 | 45,479 | 44,849 | 45,097 | [Corporate Information](index=2&type=section&id=6.%20Corporate%20Information) ASML provides an overview of its role as a leading semiconductor supplier, its reporting standards, and forward-looking statement disclaimers [About ASML](index=2&type=section&id=6.1%20About%20ASML) ASML is a leading multinational semiconductor supplier, headquartered in Veldhoven, with over 44,000 employees globally - ASML is a leading supplier to the semiconductor industry, providing hardware, software, and services for mass producing microchips[15](index=15&type=chunk) - Headquartered in Veldhoven, the Netherlands, with over **44,000 employees** globally[15](index=15&type=chunk) - Traded on Euronext Amsterdam and NASDAQ under the symbol ASML[15](index=15&type=chunk) [US GAAP Reporting and Regulated Information](index=3&type=section&id=6.2%20US%20GAAP%20Reporting%20and%20Regulated%20Information) ASML uses US GAAP for unaudited Q3 2025 financial statements, which contain inside information under EU Market Abuse Regulation - ASML's primary accounting standard for financial reporting is **US GAAP**[16](index=16&type=chunk) - The consolidated financial statements for Q3 2025 are unaudited[17](index=17&type=chunk) - The press release contains inside information under Article 7(1) of the **EU Market Abuse Regulation**[18](index=18&type=chunk) [Forward-Looking Statements](index=4&type=section&id=6.3%20Forward-Looking%20Statements) The document contains forward-looking statements on plans, industry trends, and financial outlooks, subject to known and unknown risks - The document contains forward-looking statements regarding future plans, strategies, industry trends, and financial outlooks, including **2030** targets[19](index=19&type=chunk)[66](index=66&type=chunk) - These statements are based on current expectations and involve substantial known and unknown risks and uncertainties, such as customer demand, supply chain, and geopolitical factors[19](index=19&type=chunk)[66](index=66&type=chunk) - ASML undertakes no obligation to update forward-looking statements after the report date, except as required by law[19](index=19&type=chunk)[66](index=66&type=chunk)

```markdown [Consolidated Financial Highlights](index=3&type=section&id=Consolidated%20Financial%20Highlights) This section presents key financial performance metrics for the Corporation across various periods Consolidated Financial Highlights (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Net income applicable to common shareholders | $21,855M | $19,104M | $8,040M | $6,380M | | Diluted earnings per common share | $2.85 | $2.40 | $1.06 | $0.81 | | Return on average common shareholders' equity | 10.63% | 9.59% | 11.53% | 9.44% | | Efficiency ratio | 63.83% | 65.36% | 61.73% | 65.02% | | Book value per share of common stock (period end) | $37.95 | $35.37 | $37.95 | $35.37 | | Headcount (period end) | 213,384 | 213,491 | 213,384 | 213,491 | [Consolidated Statements](index=4&type=section&id=Consolidated%20Statements) This section encompasses the Corporation's primary financial statements, detailing income and comprehensive income [Consolidated Statement of Income](index=4&type=section&id=Consolidated%20Statement%20of%20Income) The Consolidated Statement of Income details the Corporation's revenues, expenses, and net income for the nine months ended September 30, 2025, and comparative quarterly periods, showing a rise in net interest income and total revenue Consolidated Statement of Income Highlights (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Net interest income | $44,346M | $41,701M | $15,233M | $13,967M | | Total revenue, net of interest expense | $81,917M | $76,540M | $28,088M | $25,345M | | Net income | $22,981M | $20,467M | $8,469M | $6,896M | | Diluted earnings per common share | $2.85 | $2.40 | $1.06 | $0.81 | [Consolidated Statement of Comprehensive Income](index=4&type=section&id=Consolidated%20Statement%20of%20Comprehensive%20Income) The Consolidated Statement of Comprehensive Income presents the components of other comprehensive income (loss) and total comprehensive income for the nine months ended September 30, 2025, and quarterly periods, highlighting significant changes in derivatives and debt securities Consolidated Statement of Comprehensive Income Highlights (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Comprehensive income | $26,521M | $23,921M | $9,228M | $10,191M | | Net change in debt securities | $489M | $444M | $438M | $417M | | Net change in derivatives | $3,145M | $3,100M | $636M | $2,830M | [Net Interest Income and Noninterest Income](index=5&type=section&id=Net%20Interest%20Income%20and%20Noninterest%20Income) This section provides a detailed breakdown of interest income and expense by source, as well as noninterest income by fee and commission type, for the nine months ended September 30, 2025, and comparative quarterly periods Net Interest Income and Noninterest Income Highlights (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Total interest income | $104,305M | $110,630M | $35,366M | $37,491M | | Total interest expense | $59,959M | $68,929M | $20,133M | $23,524M | | Net interest income | $44,346M | $41,701M | $15,233M | $13,967M | | Total noninterest income | $37,571M | $34,839M | $12,855M | $11,378M | | Investment and brokerage services fees | $14,656M | $13,053M | $5,063M | $4,546M | | Investment banking fees | $4,964M | $4,532M | $2,013M | $1,403M | [Consolidated Balance Sheet](index=6&type=section&id=Consolidated%20Balance%20Sheet) The Consolidated Balance Sheet presents the Corporation's assets, liabilities, and shareholders' equity at September 30, 2025, and comparative prior periods, showing changes in total assets, loans, deposits, and equity Consolidated Balance Sheet Highlights (Sep 30, 2025 vs Sep 30, 2024) | Metric | Sep 30, 2025 (Millions) | Sep 30, 2024 (Millions) | | :--------------------------------- | :----------- | :----------- | | Total assets | $3,403,216M | $3,324,293M | | Loans and leases, net of allowance | $1,152,648M | $1,062,549M | | Total deposits | $2,002,208M | $1,930,352M | | Total shareholders' equity | $304,152M | $296,512M | [Capital Management](index=7&type=section&id=Capital%20Management) This section outlines the Corporation's capital structure, risk-based capital metrics, and leverage ratios [Capital Management Overview](index=7&type=section&id=Capital%20Management%20Overview) This section provides an overview of the Corporation's risk-based capital metrics (Standardized and Advanced Approaches) and leverage-based metrics, indicating capital adequacy and ratios at September 30, 2025, and prior periods Capital Management Overview (Sep 30, 2025 vs Sep 30, 2024) | Metric | Sep 30, 2025 | Sep 30, 2024 | | :--------------------------------- | :----------- | :----------- | | Standardized Common equity tier 1 capital ratio | 11.6% | 11.8% | | Advanced Approaches Common equity tier 1 capital ratio | 13.1% | 13.5% | | Tier 1 leverage ratio | 6.8% | 6.9% | | Supplementary leverage ratio | 5.8% | 5.9% | | Tangible common equity ratio | 6.2% | 6.2% | [Capital Composition under Basel 3](index=8&type=section&id=Capital%20Composition%20under%20Basel%203) This section details the composition of the Corporation's capital under Basel 3, including common equity tier 1, tier 1, and total capital, with adjustments for goodwill, deferred tax assets, and other items Capital Composition under Basel 3 (Sep 30, 2025 vs Sep 30, 2024) | Metric | Sep 30, 2025 (Millions) | Sep 30, 2024 (Millions) | | :--------------------------------- | :----------- | :----------- | | Common equity tier 1 capital | $202,875M | $199,805M | | Tier 1 capital | $228,829M | $222,942M | | Total capital under the Standardized approach | $263,414M | $252,381M | - The CECL transition provision's impact was fully phased-in as of January 1, 2025[13](index=13&type=chunk) [Quarterly Average Balances and Interest Rates](index=9&type=section&id=Quarterly%20Average%20Balances%20and%20Interest%20Rates) This section provides a comprehensive breakdown of average earning assets, interest-bearing liabilities, and their corresponding interest income/expense and yields/rates for the third and second quarters of 2025 and the third quarter of 2024 Quarterly Average Balances and Interest Rates (Q3 2025 vs Q3 2024) | Metric | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------- | :----------------- | | Total earning assets (average) | $3,040,188M | $2,917,697M | | Total interest income | $35,520M | $37,638M | | Total interest expense | $20,133M | $23,524M | | Net interest income | $15,387M | $14,114M | | Net interest spread | 0.97% | 0.95% | [Debt Securities](index=10&type=section&id=Debt%20Securities) This section details the composition of available-for-sale and held-to-maturity debt securities, including amortized cost, gross unrealized gains and losses, and fair value, at September 30, 2025, and June 30, 2025 Debt Securities Highlights (Sep 30, 2025 vs Jun 30, 2025) | Metric | Sep 30, 2025 (Millions) | Jun 30, 2025 (Millions) | | :--------------------------------- | :----------- | :----------- | | Total debt securities carried at fair value | $404,636M | $388,930M | | Total held-to-maturity debt securities | $531,449M | $541,322M | | Gross unrealized losses on held-to-maturity debt securities | $(84,907)M | $(93,145)M | [Supplemental Financial Data](index=11&type=section&id=Supplemental%20Financial%20Data) This section presents key financial data on a fully taxable-equivalent (FTE) basis, including net interest income, total revenue, net interest yield, and efficiency ratio, for the nine months ended September 30, 2025, and comparative quarterly periods Supplemental Financial Data (FTE Basis) (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Net interest income | $44,790M | $42,166M | $15,387M | $14,114M | | Total revenue, net of interest expense | $82,361M | $77,005M | $28,242M | $25,492M | | Net interest yield | 1.98% | 1.95% | 2.01% | 1.92% | | Efficiency ratio | 63.49% | 64.96% | 61.39% | 64.64% | [Business Segment Performance](index=12&type=section&id=Business%20Segment%20Performance) This section analyzes the financial performance of the Corporation's various business segments and 'All Other' category [Quarterly Results by Business Segment and All Other](index=12&type=section&id=Quarterly%20Results%20by%20Business%20Segment%20and%20All%20Other) This section provides a breakdown of net income, total revenue, and average loans and leases for each business segment (Consumer Banking, GWIM, Global Banking, Global Markets) and All Other, for Q3 2025, Q2 2025, and Q3 2024 Q3 2025 Net Income by Business Segment | Segment | Net Income (Q3 2025) (Millions) | | :--------------------------------- | :------------------- | | Consumer Banking | $3,437M | | Global Wealth & Investment Management | $1,265M | | Global Banking | $2,126M | | Global Markets | $1,647M | | All Other | $(6)M | Q3 2025 Total Revenue by Business Segment | Segment | Total Revenue (Q3 2025) (Millions) | | :--------------------------------- | :-------------------- | | Consumer Banking | $11,166M | | Global Wealth & Investment Management | $6,312M | | Global Banking | $6,245M | | Global Markets | $6,224M | | All Other | $(1,705)M | Q3 2025 Average Total Loans and Leases by Business Segment | Segment | Average Total Loans and Leases (Q3 2025) (Millions) | | :--------------------------------- | :--------------------------------------- | | Consumer Banking | $320,297M | | Global Wealth & Investment Management | $245,523M | | Global Banking | $388,482M | | Global Markets | $190,994M | | All Other | $7,739M | [Year-to-Date Results by Business Segment and All Other](index=14&type=section&id=Year-to-Date%20Results%20by%20Business%20Segment%20and%20All%20Other) This section presents year-to-date financial results for the nine months ended September 30, 2025, and 2024, across all business segments and All Other, detailing revenue, expenses, and net income 9M 2025 Net Income by Business Segment | Segment | Net Income (9M 2025) (Millions) | | :--------------------------------- | :------------------- | | Consumer Banking | $8,941M | | Global Wealth & Investment Management | $3,265M | | Global Banking | $5,738M | | Global Markets | $5,124M | | All Other | $(87)M | 9M 2025 Total Revenue by Business Segment | Segment | Total Revenue (9M 2025) (Millions) | | :--------------------------------- | :-------------------- | | Consumer Banking | $32,472M | | Global Wealth & Investment Management | $18,265M | | Global Banking | $17,912M | | Global Markets | $18,788M | | All Other | $(5,076)M | 9M 2025 Average Total Loans and Leases by Business Segment | Segment | Average Total Loans and Leases (9M 2025) (Millions) | | :--------------------------------- | :--------------------------------------- | | Consumer Banking | $318,178M | | Global Wealth & Investment Management | $238,457M | | Global Banking | $385,062M | | Global Markets | $175,777M | | All Other | $7,819M | [Consumer Banking](index=15&type=section&id=Consumer%20Banking) This section details the financial performance and key operational indicators of the Consumer Banking segment Total Segment Results This section details the Consumer Banking segment's financial performance, including net interest income, noninterest income, total revenue, provision for credit losses, noninterest expense, and net income for the nine months ended September 30, 2025, and comparative quarterly periods Consumer Banking Segment Results (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Net income | $8,941M | $7,938M | $3,437M | $2,687M | | Total revenue, net of interest expense | $32,472M | $30,790M | $11,166M | $10,418M | | Net interest yield | 3.53% | 3.32% | 3.59% | 3.35% | | Efficiency ratio | 52.25% | 53.50% | 49.92% | 53.12% | Key Indicators This section presents key operational and credit quality indicators for Consumer Banking, including average deposit balances, digital banking users, credit card metrics, and loan production Consumer Banking Key Indicators (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Total average deposit balances | $948,983M | $946,640M | $947,414M | $938,364M | | Average credit card outstandings | $100,387M | $99,570M | $100,966M | $99,908M | | Credit card net charge-offs | $2,835M | $2,782M | $880M | $928M | | First mortgage loan production | $7,961M | $7,068M | $3,052M | $2,684M | - Active digital banking users increased to **49,198 thousand** at Sep 30, 2025, from **47,830 thousand** at Sep 30, 2024[21](index=21&type=chunk) [Global Wealth & Investment Management](index=17&type=section&id=Global%20Wealth%20%26%20Investment%20Management) This section details the financial performance and key operational indicators of the Global Wealth & Investment Management segment Total Segment Results This section outlines the financial performance of the Global Wealth & Investment Management (GWIM) segment, including net interest income, noninterest income (primarily investment and brokerage services), total revenue, and net income for the nine months ended September 30, 2025, and comparative quarterly periods GWIM Segment Results (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Net income | $3,265M | $3,092M | $1,265M | $1,061M | | Total revenue, net of interest expense | $18,265M | $16,927M | $6,312M | $5,762M | | Investment and brokerage services income | $12,456M | $11,181M | $4,334M | $3,874M | | Efficiency ratio | 75.96% | 75.64% | 73.22% | 75.32% | Key Indicators This section provides key metrics for GWIM, including revenue by business, client balances by business and type (AUM, brokerage assets, deposits, loans), and assets under management rollforward GWIM Key Indicators (Sep 30, 2025 vs Sep 30, 2024, 9M 2025 vs 9M 2024) | Metric | Sep 30, 2025 (Millions) | Sep 30, 2024 (Millions) | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | | :--------------------------------- | :----------- | :----------- | :----------------------------- | :----------------------------- | | Total client balances | $4,641,168M | $4,193,941M | N/A | N/A | | Assets under management (AUM) | $2,109,946M | $1,861,124M | N/A | N/A | | Net client flows into AUM | N/A | N/A | $61,788M | $56,734M | [Global Banking](index=19&type=section&id=Global%20Banking) This section details the financial performance and key operational indicators of the Global Banking segment Total Segment Results This section presents the financial results for the Global Banking segment, detailing net interest income, noninterest income (including service charges and investment banking fees), total revenue, provision for credit losses, and net income for the nine months ended September 30, 2025, and comparative quarterly periods Global Banking Segment Results (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Net income | $5,738M | $5,997M | $2,126M | $1,895M | | Total revenue, net of interest expense | $17,912M | $17,867M | $6,245M | $5,834M | | Investment banking fees | $2,769M | $2,468M | $1,155M | $783M | | Efficiency ratio | 51.91% | 49.82% | 48.72% | 51.27% | Key Indicators This section provides key performance indicators for Global Banking, including a breakdown of investment banking fees, business lending revenue, global transaction services revenue, average deposit balances, and credit quality metrics Global Banking Key Indicators (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Total Investment Banking fees | $2,769M | $2,468M | $1,155M | $783M | | Total Global Transaction Services revenue | $8,068M | $7,807M | $2,739M | $2,580M | | Total average deposits | $603,591M | $533,620M | $631,560M | $549,629M | | Nonperforming loans, leases and foreclosed properties (period end) | $2,395M | $2,780M | $2,395M | $2,780M | [Global Markets](index=21&type=section&id=Global%20Markets) This section details the financial performance and key operational indicators of the Global Markets segment Total Segment Results This section details the financial performance of the Global Markets segment, including net interest income, noninterest income (market making and similar activities, investment banking fees), total revenue, provision for credit losses, and net income for the nine months ended September 30, 2025, and comparative quarterly periods Global Markets Segment Results (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Net income | $5,124M | $4,681M | $1,647M | $1,548M | | Total revenue, net of interest expense | $18,788M | $16,972M | $6,224M | $5,630M | | Market making and similar activities income | $10,063M | $10,397M | $3,141M | $3,349M | | Efficiency ratio | 61.27% | 61.40% | 62.59% | 61.17% | Key Indicators This section provides key indicators for Global Markets, focusing on sales and trading revenue, broken down by fixed-income, currencies and commodities (FICC) and equities, both including and excluding net debit valuation adjustment (DVA) Global Markets Sales and Trading Revenue (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Total sales and trading revenue | $16,351M | $14,701M | $5,361M | $4,930M | | FICC sales and trading revenue | $9,762M | $8,907M | $3,091M | $2,934M | | Equities sales and trading revenue | $6,589M | $5,794M | $2,270M | $1,996M | | Total sales and trading revenue, excluding net DVA | $16,369M | $14,795M | $5,347M | $4,938M | [All Other](index=23&type=section&id=All%20Other) This section presents the financial results for the 'All Other' category, including ALM activities and unallocated expenses Total Results This section presents the financial results for the 'All Other' category, which primarily includes asset and liability management (ALM) activities, liquidating businesses, and unallocated expenses, showing net interest income, noninterest income, total revenue, and net income (loss) for the nine months ended September 30, 2025, and comparative quarterly periods All Other Segment Results (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Net income (loss) | $(87)M | $(1,241)M | $(6)M | $(295)M | | Total revenue, net of interest expense | $(5,076)M | $(5,551)M | $(1,705)M | $(2,152)M | - The 'All Other' category primarily consists of asset and liability management (ALM) activities, liquidating businesses, and certain expenses not otherwise allocated to a business segment[30](index=30&type=chunk) [Loan and Credit Quality](index=24&type=section&id=Loan%20and%20Credit%20Quality) This section provides a comprehensive overview of the Corporation's loan portfolio and credit quality metrics [Outstanding Loans and Leases](index=24&type=section&id=Outstanding%20Loans%20and%20Leases) This section provides a breakdown of outstanding loans and leases by consumer and commercial categories, including residential mortgage, home equity, credit card, and various commercial loan types, at September 30, 2025, and comparative prior periods Outstanding Loans and Leases (Sep 30, 2025 vs Sep 30, 2024) | Category | Sep 30, 2025 (Millions) | Sep 30, 2024 (Millions) | | :--------------------------------- | :----------- | :----------- | | Total loans and leases | $1,165,900M | $1,075,800M | | Total consumer loans | $475,766M | $460,251M | | Total commercial loans | $690,134M | $615,549M | [Quarterly Average Loans and Leases by Business Segment and All Other](index=25&type=section&id=Quarterly%20Average%20Loans%20and%20Leases%20by%20Business%20Segment%20and%20All%20Other) This section details the quarterly average loans and leases by consumer and commercial categories, allocated across the Corporation's business segments and All Other, for Q3 2025, Q2 2025, and Q3 2024 Quarterly Average Loans and Leases (Q3 2025 vs Q3 2024) | Category | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------- | :----------------- | | Total loans and leases (average) | $1,153,035M | $1,059,728M | | Total consumer loans (average) | $472,807M | $458,104M | | Total commercial loans (average) | $680,228M | $601,624M | - Global Banking held the largest share of average total loans and leases at **$388,482M** in Q3 2025[33](index=33&type=chunk) [Commercial Credit Exposure by Industry](index=26&type=section&id=Commercial%20Credit%20Exposure%20by%20Industry) This section provides a breakdown of commercial utilized and committed credit exposure by industry, including asset managers, finance companies, real estate, and healthcare, at September 30, 2025, and comparative prior periods Commercial Credit Exposure by Industry (Sep 30, 2025 vs Sep 30, 2024) | Metric | Sep 30, 2025 (Millions) | Sep 30, 2024 (Millions) | | :--------------------------------- | :----------- | :----------- | | Total commercial utilized credit exposure | $795,675M | $716,984M | | Total commercial committed credit exposure | $1,375,792M | $1,263,436M | | Largest utilized exposures (Q3 2025) | Asset managers and funds: $145,980M, Finance companies: $85,106M, Real estate: $69,485M | N/A | [Nonperforming Loans, Leases and Foreclosed Properties](index=27&type=section&id=Nonperforming%20Loans,%20Leases%20and%20Foreclosed%20Properties) This section details the Corporation's nonperforming loans, leases, and foreclosed properties by consumer and commercial categories, along with past due loans still accruing interest, and related ratios, at September 30, 2025, and comparative prior periods Nonperforming Loans, Leases and Foreclosed Properties (Sep 30, 2025 vs Sep 30, 2024) | Metric | Sep 30, 2025 (Millions) | Sep 30, 2024 (Millions) | | :--------------------------------- | :----------- | :----------- | | Total nonperforming loans and leases | $5,347M | $5,629M | | Total nonperforming loans, leases, and foreclosed properties | $5,470M | $5,824M | | Nonperforming loans, leases and foreclosed properties/Total assets | 0.16% | 0.18% | | Commercial reservable criticized utilized exposure | $26,332M | $27,439M | [Nonperforming Loans, Leases and Foreclosed Properties Activity](index=28&type=section&id=Nonperforming%20Loans,%20Leases%20and%20Foreclosed%20Properties%20Activity) This section provides a quarterly breakdown of activity in nonperforming consumer and commercial loans and leases, including additions, reductions (paydowns, sales, returns to performing status, charge-offs), and transfers to foreclosed properties Nonperforming Loans, Leases and Foreclosed Properties Activity (Q3 2025 vs Q3 2024) | Metric | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------- | :----------------- | | Total nonperforming consumer loans and leases, end of period | $2,531M | $2,677M | | Total nonperforming commercial loans and leases, end of period | $2,816M | $2,952M | | Net additions (reductions) to nonperforming consumer loans and leases | $(33)M | $6M | | Net additions (reductions) to nonperforming commercial loans and leases | $(601)M | $150M | [Quarterly Net Charge-offs and Net Charge-off Ratios](index=29&type=section&id=Quarterly%20Net%20Charge-offs%20and%20Net%20Charge-off%20Ratios) This section presents quarterly net charge-offs and corresponding net charge-off ratios by loan product type (residential mortgage, home equity, credit card, commercial) and by business segment, for Q3 2025, Q2 2025, and Q3 2024 Quarterly Net Charge-offs and Ratios (Q3 2025 vs Q3 2024) | Metric | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------- | :----------------- | | Total net charge-offs | $1,367M | $1,534M | | Total net charge-off ratio | 0.47% | 0.58% | | Credit card net charge-offs | $880M | $928M | | Credit card net charge-off ratio | 3.46% | 3.70% | | Consumer Banking net charge-offs | $1,122M | $1,175M | [Year-to-Date Net Charge-offs and Net Charge-off Ratios](index=30&type=section&id=Year-to-Date%20Net%20Charge-offs%20and%20Net%20Charge-off%20Ratios) This section provides year-to-date net charge-offs and net charge-off ratios by loan product type and business segment for the nine months ended September 30, 2025, and 2024 Year-to-Date Net Charge-offs and Ratios (9M 2025 vs 9M 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | | Total net charge-offs | $4,344M | $4,565M | | Total net charge-off ratio | 0.52% | 0.58% | | Credit card net charge-offs | $2,835M | $2,782M | | Credit card net charge-off ratio | 3.78% | 3.73% | | Consumer Banking net charge-offs | $3,584M | $3,507M | [Allocation of the Allowance for Credit Losses by Product Type](index=31&type=section&id=Allocation%20of%20the%20Allowance%20for%20Credit%20Losses%20by%20Product%20Type) This section details the allocation of the allowance for loan and lease losses by product type and the reserve for unfunded lending commitments, along with key asset quality ratios, at September 30, 2025, and comparative prior periods Allowance for Credit Losses (Sep 30, 2025 vs Sep 30, 2024) | Metric | Sep 30, 2025 (Millions) | Sep 30, 2024 (Millions) | | :--------------------------------- | :----------- | :----------- | | Allowance for loan and lease losses | $13,252M | $13,251M | | Allowance for credit losses (total) | $14,361M | $14,351M | | Allowance for loan and lease losses/Total loans and leases | 1.14% | 1.24% | | Credit card allowance for loan and lease losses | $7,272M | $7,492M | | Credit card allowance for loan and lease losses (% of outstanding) | 7.12% | 7.43% | [Exhibit A: Non-GAAP Reconciliations](index=32&type=section&id=Exhibit%20A%3A%20Non-GAAP%20Reconciliations) This section provides reconciliations of non-GAAP financial measures, such as pretax, pre-provision income and various tangible equity ratios, to their most directly comparable GAAP financial measures, explaining their utility for evaluating underlying performance and trends Non-GAAP Reconciliations Highlights (9M 2025 vs 9M 2024, Q3 2025 vs Q3 2024) | Metric | Nine Months Ended Sep 30, 2025 (Millions) | Nine Months Ended Sep 30, 2024 (Millions) | Third Quarter 2025 (Millions) | Third Quarter 2024 (Millions) | | :--------------------------------- | :----------------------------- | :----------------------------- | :----------------- | :----------------- | | Pretax, pre-provision income | $29,627M | $26,515M | $10,751M | $8,866M | | Average tangible common shareholders' equity | $204,799M | $196,022M | N/A | N/A | | Tangible book value per share of common stock (period end) | $28.39 | $26.25 | $28.39 | $26.25 | ```

[Introduction and Recitals](index=1&type=section&id=Introduction%20and%20Recitals) This section introduces the Stock Purchase Agreement, detailing parties, purpose, share repurchase, and board resignations [Agreement Overview](index=1&type=section&id=Agreement%20Overview) This Stock Purchase Agreement, effective October 15, 2025, is between Keros Therapeutics, Inc. (the "Company") and the Seller Affiliates listed on Schedule I. It outlines the terms for the Company to repurchase shares from the Seller Affiliates as part of its Capital Return Program - The agreement is dated **October 15, 2025**, and is between **Keros Therapeutics, Inc.** and the **Seller Affiliates**[2](index=2&type=chunk) - The Company previously disclosed its intention to return **$375 million** in excess capital to stockholders as part of the **Capital Return Program**[4](index=4&type=chunk) [Background and Purpose](index=1&type=section&id=Background%20and%20Purpose) The Seller Affiliates collectively own 4,787,331 shares of the Company's common stock. As part of the Capital Return Program, the Company will purchase these shares from the Seller Affiliates. Concurrently, the Board Designees (Mr. Tomer Kariv and Mr. Ran Nussbaum) have delivered irrevocable resignation letters from the Company's Board of Directors, effective on the agreement's effective date - As of the agreement date, **Seller Affiliates** beneficially own **4,787,331 shares** of the Company's **Common Stock**[4](index=4&type=chunk) - The Company intends to purchase shares from **Seller Affiliates** as part of its **Capital Return Program**[4](index=4&type=chunk) - **Board Designees** (**Mr. Tomer Kariv** and **Mr. Ran Nussbaum**) have delivered irrevocable resignation letters from the **Board of Directors**, effective as of the **Effective Date**[4](index=4&type=chunk)[54](index=54&type=chunk) [SECTION 1: PURCHASE AND SALE OF THE SHARES; THE CLOSING](index=1&type=section&id=SECTION%201%3A%20PURCHASE%20AND%20SALE%20OF%20THE%20SHARES%3B%20THE%20CLOSING) This section details the purchase and sale of Common Stock, specifying price, closing procedures, and mutual assurances for completion [1.1 Purchase and Sale of Common Stock](index=1&type=section&id=1.1%20Purchase%20and%20Sale%20of%20Common%20Stock) The Seller Affiliates agree to sell, and the Company agrees to purchase, an aggregate number of Common Stock shares from each Seller Affiliate as specified in Schedule I, subject to the terms and conditions of this Agreement - **Seller Affiliates** agree to sell, and the Company agrees to purchase, shares of **Common Stock** as specified in **Schedule I**[6](index=6&type=chunk) [1.2 Purchase Price](index=1&type=section&id=1.2%20Purchase%20Price) The per share purchase price for the Common Stock is set at $17.75. The total purchase price for each Seller Affiliate will be calculated by multiplying this per share price by the number of shares sold by that affiliate | Metric | Value | | :----- | :---- | | Per Share Purchase Price | **$17.75** | [1.3 The Closing Process](index=2&type=section&id=1.3%20The%20Closing%20Process) The closing of the share purchase and sale will occur on the settlement date. Upon execution of the agreement, each Seller Affiliate will transfer shares to the Company's transfer agent. Promptly after confirmation of transfer, the Company will wire the applicable Purchase Price to each Seller Affiliate - Closing will take place on the settlement date of the transactions[9](index=9&type=chunk) - **Seller Affiliates** will transfer shares to **Computershare Trust Company, N.A.** for the Company's benefit[10](index=10&type=chunk) - Within **one business day** of transfer confirmation, the Company will deliver the **Purchase Price** to **Seller Affiliates** via wire transfer[11](index=11&type=chunk) [1.4 Further Assurances](index=2&type=section&id=1.4%20Further%20Assurances) Both parties agree to cooperate and use commercially reasonable efforts to execute additional documents and take necessary actions to consummate the Closing promptly in accordance with the agreement - Parties will cooperate and use commercially reasonable efforts to execute additional documents and actions to consummate the Closing[12](index=12&type=chunk) [SECTION 2: REPRESENTATIONS AND WARRANTIES OF SELLER AFFILIATES](index=2&type=section&id=SECTION%202%3A%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20SELLER%20AFFILIATES) This section outlines Seller Affiliates' representations regarding share ownership, authorization to sell, and assurances of no violations or required consents [2.1 Ownership of Shares](index=2&type=section&id=2.1%20Ownership%20of%20Shares) Each Seller Affiliate represents that they beneficially own the shares listed on Schedule I with full voting rights. Immediately after closing, they will not have voting rights or beneficial ownership of Company capital stock (excluding Board Designees' equity awards) and the shares sold will be free of liens, claims, or encumbrances - Each **Seller Affiliate** beneficially owns shares listed on **Schedule I** with full voting rights[15](index=15&type=chunk) - Immediately upon Closing, **Seller Affiliates** will not have voting rights or beneficial ownership of Company capital stock (excluding **Board Designees**' equity awards)[15](index=15&type=chunk) - Shares sold to the Company will be free and clear of any liens, claims, or encumbrances[15](index=15&type=chunk) [2.2 Authorization](index=2&type=section&id=2.2%20Authorization) Each Seller Affiliate warrants that they have the full right, power, and authority to execute, deliver, and perform this Agreement and to sell their shares to the Company. The Agreement constitutes a legal, valid, and binding obligation for each Seller Affiliate - Each **Seller Affiliate** has full right, power, and authority to execute, deliver, and perform this Agreement and sell their shares[16](index=16&type=chunk) - This Agreement is a legal, valid, and binding obligation of each **Seller Affiliate**[16](index=16&type=chunk) [2.3 No Violation; No Consent](index=3&type=section&id=2.3%20No%20Violation%3B%20No%20Consent) The execution and performance of this Agreement by Seller Affiliates will not breach any existing judgment or agreement, create any lien on the shares, or require consent from any Governmental Authority (other than customary SEC/Nasdaq filings) - Execution and performance by **Seller Affiliates** will not breach any judgment or agreement, create liens, or require governmental consent (except **SEC**/Nasdaq filings)[17](index=17&type=chunk) [SECTION 3: REPRESENTATIONS AND WARRANTIES OF THE COMPANY](index=3&type=section&id=SECTION%203%3A%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20THE%20COMPANY) This section details the Company's representations regarding corporate power, authorization to acquire shares, funds, and legal compliance [3.1 Organization and Corporate Power; Authorization](index=3&type=section&id=3.1%20Organization%20and%20Corporate%20Power%3B%20Authorization) The Company represents that it is a duly incorporated Delaware corporation with the requisite power and authority to execute and perform this Agreement and acquire the Shares. It also confirms having sufficient cash to purchase the Shares and that the Agreement is a duly authorized, legal, valid, and binding obligation of the Company - The Company is a duly incorporated **Delaware** corporation with the power and authority to execute and perform this Agreement[19](index=19&type=chunk) - The Company has sufficient cash in immediately available funds to purchase the Shares[19](index=19&type=chunk) - This Agreement is a legal, valid, and binding obligation of the Company[19](index=19&type=chunk) [3.2 No Violation; No Consent](index=3&type=section&id=3.2%20No%20Violation%3B%20No%20Consent) The Company warrants that the execution and performance of this Agreement will not breach any existing judgment or agreement, create any lien on the shares, or require consent from any Governmental Authority (other than customary SEC/Nasdaq filings) - Execution and performance by the Company will not breach any judgment or agreement, create liens, or require governmental consent (except **SEC**/Nasdaq filings)[20](index=20&type=chunk) [SECTION 4: COVENANTS](index=3&type=section&id=SECTION%204%3A%20COVENANTS) This section establishes covenants including tax withholding, standstill, voting commitments, non-disparagement, public announcements, affiliate compliance, and no-litigation [4.1 Withholding](index=3&type=section&id=4.1%20Withholding) The Purchase Price paid to each Seller Affiliate will be subject to any applicable U.S. federal, state, local, or foreign income, backup withholding, or other withholding taxes - The **Purchase Price** is subject to applicable U.S. federal, state, local, or foreign income, backup withholding, or other withholding taxes[22](index=22&type=chunk) [4.2 Standstill Agreement](index=4&type=section&id=4.2%20Standstill%20Agreement) During the Standstill Period (until the final certification of voting results for the 2028 Annual Meeting), Seller Affiliates and their Affiliates/Associates are prohibited from various actions without Company consent. These include acquiring more than 100,000 shares, engaging in proxy solicitations against the Board, proposing changes to the Company's management or structure, calling special meetings, forming groups, short selling, or challenging the agreement's validity. Exceptions are made for private communications with the Board, compliance with law, or participating in transactions on the same basis as other stockholders - The **Standstill Period** commences on the **Effective Date** and ends immediately following the final certification of voting results for the **2028 Annual Meeting of Stockholders**[24](index=24&type=chunk) - **Seller Affiliates** are prohibited from acquiring beneficial ownership of more than **100,000 shares** of **Common Stock**[24](index=24&type=chunk) - **Seller Affiliates** are restricted from engaging in proxy solicitations, proposing changes to the **Board** or Company policies, calling special meetings, forming groups, or engaging in short sales related to Company securities[24](index=24&type=chunk)[25](index=25&type=chunk)[26](index=26&type=chunk) [4.3 Voting Commitment](index=6&type=section&id=4.3%20Voting%20Commitment) During the Standstill Period, Seller Affiliates commit to vote all beneficially owned shares (i) in favor of Board nominees, (ii) against non-Board approved director nominations, (iii) against proposals to remove directors, and (iv) in accordance with Board recommendations on other proposals. Exceptions allow voting with ISS/Glass Lewis recommendations for non-director matters and sole discretion for Extraordinary Transactions - During the **Standstill Period**, **Seller Affiliates** must vote all beneficially owned shares in favor of **Board nominees** and against non-Board approved director nominations or removal proposals[28](index=28&type=chunk) - **Seller Affiliates** must vote in accordance with **Board** recommendations on other proposals, with an exception if **ISS** and **Glass Lewis** make a differing recommendation (for non-director matters)[28](index=28&type=chunk) - **Seller Affiliates** have sole discretion to vote on any **Extraordinary Transaction**[28](index=28&type=chunk) [4.4 Mutual Non-Disparagement](index=7&type=section&id=4.4%20Mutual%20Non-Disparagement) During the Standstill Period, neither the Company nor the Seller Affiliates shall make any public or private statements that criticize, disparage, defame, or slander the other party, its subsidiaries, business, or current/former directors, officers, or employees. Exceptions apply for legally compelled disclosures or reporting federal law violations - During the **Standstill Period**, neither party shall make public or private statements that criticize, disparage, defame, or slander the other party or its associated individuals/entities[30](index=30&type=chunk) - Exceptions include compelled testimony, legally required disclosures, or private communications between parties[31](index=31&type=chunk) [4.5 Public Announcements and Filings](index=7&type=section&id=4.5%20Public%20Announcements%20and%20Filings) On the Effective Date, the Company will issue a press release (Exhibit A). Within one business day, the Company will file a Form 8-K with the SEC, and within two business days, the Seller Affiliates will file an amendment to their Schedule 13D. Both parties will have the opportunity to review and comment on each other's SEC filings - On the **Effective Date**, the Company will issue a press release (**Exhibit A**)[32](index=32&type=chunk) - Within **one business day** of the **Effective Date**, the Company will file a **Form 8-K** with the **SEC**[33](index=33&type=chunk) - Within **two business days** of the **Effective Date**, the **Seller Affiliates** will file an amendment to their **Schedule 13D**[35](index=35&type=chunk) [4.6 Affiliates and Associates Compliance](index=8&type=section&id=4.6%20Affiliates%20and%20Associates%20Compliance) Each Seller Affiliate agrees to ensure their respective Affiliates and Associates comply with the terms of this Agreement and will be jointly and severally responsible for any breaches by them - Each **Seller Affiliate** will cause its **Affiliates** and **Associates** to comply with the Agreement's terms[37](index=37&type=chunk) - **Seller Affiliates** are jointly and severally responsible for any breaches by their respective **Affiliates** and **Associates**[37](index=37&type=chunk) [4.7 No Litigation](index=8&type=section&id=4.7%20No%20Litigation) During the Standstill Period, neither the Company nor the Seller Affiliates shall initiate, solicit, join, or assist in any lawsuit or proceeding against the other party or their directors/officers. Exceptions include legal proceedings to enforce this Agreement, counterclaims, or responding to legal requirements (with prompt notice to the other party) - During the **Standstill Period**, neither party shall initiate or assist in any lawsuit against the other, their **Affiliates**, or their directors/officers[38](index=38&type=chunk) - Exceptions include legal proceedings to remedy a breach of this Agreement, counterclaims, or responding to legal requirements[38](index=38&type=chunk) [SECTION 5: MISCELLANEOUS](index=9&type=section&id=SECTION%205%3A%20MISCELLANEOUS) This section covers miscellaneous provisions: survival, adjustments, assignment, termination, notices, governing law, amendments, and definitions [5.1 Survival](index=9&type=section&id=5.1%20Survival) All representations, warranties, and covenants made under this Agreement will survive the Closing of the transactions - All representations, warranties, and covenants survive the Closing[41](index=41&type=chunk) [5.2 Adjustments](index=9&type=section&id=5.2%20Adjustments) Any specified numbers, such as shares or price per share, will be adjusted to reflect stock dividends, stock-splits, reverse stock-splits, combinations, or other reclassifications to preserve the original rights and obligations of the Parties - Numbers of shares or price per share will be adjusted for stock dividends, splits, or reclassifications to preserve original rights and obligations[42](index=42&type=chunk) [5.3 Successors and Assigns; No Third-Party Beneficiaries](index=9&type=section&id=5.3%20Successors%20and%20Assigns%3B%20No%20Third-Party%20Beneficiaries) The Agreement's provisions benefit and bind the successors and permitted assigns of the Parties. No Party may assign the Agreement without prior written consent from the other Parties. No third-party beneficiaries are intended - Provisions benefit and bind successors and permitted assigns; no assignment without prior written consent[43](index=43&type=chunk) - No provision is intended to confer rights or benefits upon any person other than the Parties and their successors/assigns[43](index=43&type=chunk) [5.4 Entire Agreement](index=9&type=section&id=5.4%20Entire%20Agreement) This Agreement constitutes the entire understanding between the Parties regarding its subject matter, superseding all prior agreements and communications. The Letter Agreement dated April 17, 2025, automatically terminates upon execution of this Agreement - This Agreement contains all terms agreed upon and supersedes all prior agreements, arrangements, and communications[44](index=44&type=chunk) - The letter agreement dated **April 17, 2025**, automatically terminates upon execution of this Agreement[44](index=44&type=chunk) [5.5 Termination](index=9&type=section&id=5.5%20Termination) This Agreement will terminate at the earlier of the end of the Standstill Period or the consummation of an Extraordinary Transaction, with the provisions of Section 5 surviving such termination. No liability for breaches occurring after termination, except for prior breaches - The Agreement terminates at the earlier of the end of the **Standstill Period** or the consummation of an **Extraordinary Transaction**[45](index=45&type=chunk) - Provisions of **Section 5** survive termination[45](index=45&type=chunk) [5.6 Notices](index=10&type=section&id=5.6%20Notices) Notices, consents, and other communications must be in writing and are deemed delivered upon receipt (personally or by email) or one business day after deposit with an overnight delivery service. Specific addresses and email contacts are provided for both the Seller Affiliates and the Company - Notices must be in writing and delivered personally, by email, or via overnight delivery service[47](index=47&type=chunk) - Specific contact information for **Seller Affiliates** (Pontifax entities) and the Company (**Keros Therapeutics, Inc.**) is provided[47](index=47&type=chunk) [5.7 Severability](index=11&type=section&id=5.7%20Severability) If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court, the validity, legality, and enforceability of the remaining provisions will not be affected - If any provision is judicially determined to be invalid, illegal, or unenforceable, the remaining provisions' validity, legality, and enforceability will not be affected[47](index=47&type=chunk) [5.8 Governing Law; Jurisdiction](index=11&type=section&id=5.8%20Governing%20Law%3B%20Jurisdiction) This Agreement is governed by and construed in accordance with the laws of the State of Delaware. The Parties agree that jurisdiction for any related legal proceedings will exclusively lie in the Delaware Court of Chancery or other specified Delaware courts, and they irrevocably waive any objection to venue and submit to personal jurisdiction. Both Parties also irrevocably waive any right to trial by jury - The Agreement is governed by and construed in accordance with the laws of the **State of Delaware**[48](index=48&type=chunk) - Jurisdiction for any legal proceedings will exclusively lie in the **Court of Chancery of the State of Delaware** or other specified **Delaware** courts[48](index=48&type=chunk) - Each Party irrevocably waives any and all right to **trial by jury** in any legal proceeding arising out of or related to this Agreement[48](index=48&type=chunk) [5.9 Amendment; Waiver](index=11&type=section&id=5.9%20Amendment%3B%20Waiver) This Agreement can only be modified, amended, or changed by a written document signed by all Parties. Rights under the Agreement can only be waived in writing signed by the waiving Parties. No failure or delay in exercising a right constitutes a waiver - This Agreement may only be modified, amended, or changed in a writing signed by all Parties[49](index=49&type=chunk) - Rights under this Agreement may be waived only in a writing signed by each of the Parties waiving such right[49](index=49&type=chunk) [5.10 Specific Performance](index=11&type=section&id=5.10%20Specific%20Performance) The Parties acknowledge that irreparable damage would result from any breach of this Agreement and are entitled to injunctions to prevent or cure breaches and to specifically enforce its terms, in addition to other remedies. Any defense that damages would be adequate is waived - Parties agree that irreparable damage would occur from breaches and are entitled to injunctions to prevent or cure breaches and to enforce terms specifically[50](index=50&type=chunk) - Any defense that a remedy in damages would be adequate is expressly waived[50](index=50&type=chunk) [5.11 Payment of Fees and Expenses](index=11&type=section&id=5.11%20Payment%20of%20Fees%20and%20Expenses) Each Party is responsible for its own fees and expenses related to the Agreement. However, the Company will reimburse the Seller Affiliates for their reasonable and documented out-of-pocket fees and expenses, including legal fees, incurred from the date of the Letter Agreement through this Agreement's execution, up to a mutually agreed aggregate amount - Each Party is responsible for its own fees, costs, and expenses[51](index=51&type=chunk) - The Company will reimburse **Seller Affiliates** for reasonable and documented out-of-pocket fees and expenses (including legal fees) incurred from the Letter Agreement date through this Agreement's execution, up to a mutually agreed amount[51](index=51&type=chunk) [5.12 Interpretation and Construction of Agreement](index=11&type=section&id=5.12%20Interpretation%20and%20Construction%20of%20Agreement) This section outlines rules for interpreting the Agreement, stating that all Parties were represented by counsel and participated in drafting, thus waiving any rule of law that would construe ambiguities against a drafting party. It also defines common terms and phrases used throughout the document - All Parties were represented by counsel and participated in drafting, waiving rules of construction against a drafting party[52](index=52&type=chunk) - Defines terms like 'including' (without limitation), 'hereof' (referring to the whole Agreement), and 'will' (same meaning as 'shall')[52](index=52&type=chunk) [5.13 Counterparts](index=12&type=section&id=5.13%20Counterparts) This Agreement may be executed in any number of counterparts, each considered an original, which together constitute one instrument. Delivery by facsimile, electronic mail, or other transmission method is deemed valid - The Agreement may be executed in any number of counterparts, each an original, together constituting one instrument[53](index=53&type=chunk) - Delivery by facsimile, electronic mail, or other transmission method is deemed duly and validly delivered[53](index=53&type=chunk) [5.14 Certain Definitions](index=12&type=section&id=5.14%20Certain%20Definitions) This section provides definitions for key capitalized terms used throughout the Agreement, including 'Affiliate,' 'Associate,' 'Board Designees' (Mr. Tomer Kariv and Mr. Ran Nussbaum), 'Business Day,' 'Extraordinary Transaction,' 'Governmental Authority,' 'person,' 'Representatives,' 'Short Interests,' 'Stockholder Meeting,' and 'Synthetic Equity Interests.' - Defines '**Affiliate**' and '**Associate**' as per **Rule 12b-2 of the Exchange Act**, with specific provisos[54](index=54&type=chunk) - Identifies '**Board Designees**' as **Mr. Tomer Kariv** and **Mr. Ran Nussbaum**[54](index=54&type=chunk) - Defines '**Extraordinary Transaction**' as a transaction with a third party resulting in pre-transaction stockholders not controlling a majority of the surviving entity's voting power, or the sale of substantially all Company assets[54](index=54&type=chunk) [Schedules and Exhibits](index=16&type=section&id=Schedules%20and%20Exhibits) This section lists supporting schedules and exhibits, detailing share information, wire instructions, and the public press release form [Schedule I: Shares Owned and Sold](index=16&type=section&id=Schedule%20I%3A%20Shares%20Owned%20and%20Sold) Schedule I details the number of Common Stock shares owned by each Seller Affiliate and the corresponding number of shares being sold to Keros Therapeutics, Inc. as part of this agreement | Name of Seller Affiliate | Number of Shares of Common Stock Owned | Number of Shares of Common Stock Sold | | :----------------------- | :------------------------------------- | :------------------------------------ | | **Pontifax (Israel) IV, L.P.** | **2,284,612** | **2,284,612** | | **Pontifax (Cayman) IV L.P.** | **1,121,045** | **1,121,045** | | **Pontifax (China) IV L.P.** | **1,226,412** | **1,226,412** | | **Pontifax Late Stage Fund, L.P.** | **155,262** | **155,262** | [Schedule II: Wire Instructions](index=17&type=section&id=Schedule%20II%3A%20Wire%20Instructions) Schedule II contains the wire instructions for the payment of the Purchase Price to the Seller Affiliates - **Schedule II** contains the wire instructions for payment[62](index=62&type=chunk) [Exhibit A: Form of Press Release](index=18&type=section&id=Exhibit%20A%3A%20Form%20of%20Press%20Release) Exhibit A provides the agreed-upon form of the press release to be issued by the Company on the Effective Date regarding this Agreement and the contemplated transactions - **Exhibit A** is the Form of Press Release[63](index=63&type=chunk)

[Business Overview](index=2&type=section&id=Business%20Overview) PNC is a leading diversified financial services company in the U.S., expanding its national presence through core services and a significant acquisition [Company Profile](index=2&type=section&id=Company%20Profile) PNC is a leading diversified financial services company in the U.S., offering retail banking, corporate and institutional banking, and asset management services nationally and through strategic international offices - PNC is **one of the largest diversified financial services companies** in the United States, headquartered in Pittsburgh, Pennsylvania[4](index=4&type=chunk) - PNC's businesses include **retail banking, corporate and institutional banking, and asset management**, providing products and services nationally with a coast-to-coast retail branch network and strategic international offices in four countries[4](index=4&type=chunk) [Pending Acquisition of FirstBank Holding Company](index=2&type=section&id=Pending%20Acquisition%20of%20FirstBank%20Holding%20Company) PNC announced a definitive agreement to acquire FirstBank Holding Company for an implied consideration of $4.1 billion, significantly expanding its branch network in Colorado and Arizona - On September 8, 2025, PNC announced a definitive agreement to acquire FirstBank Holding Company, including its banking subsidiary FirstBank, for an implied consideration of **$4.1 billion**[5](index=5&type=chunk) - FirstBank operates **95 branches**, with a leading position in Colorado and a substantial presence in Arizona, and had **$26.8 billion in assets** as of June 30, 2025[5](index=5&type=chunk) - The acquisition is expected to more than **triple** PNC's branch network in Colorado to **120** and increase its presence in Arizona to **over 70 branches**, with closing anticipated in early 2026[5](index=5&type=chunk) [Consolidated Financial Results](index=4&type=section&id=Consolidated%20Financial%20Results) PNC reported strong Q3 2025 financial results with increased revenue and net income, balance sheet growth, and improved net interest margin YoY [Consolidated Income Statement](index=4&type=section&id=Consolidated%20Income%20Statement) PNC reported a strong third quarter 2025, with total revenue increasing by 4.49% QoQ and 8.89% YoY, driven by growth in both net interest income and noninterest income. Net income saw a significant increase of 10.90% QoQ and 21.06% YoY, while the provision for credit losses decreased Consolidated Income Statement Highlights (Q3 2025 vs. Q2 2025 vs. Q3 2024) | Metric (in millions) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :------------------- | :----------- | :----------- | :----------- | :------------- | :------------- | | Net Interest Income | $3,648 | $3,555 | $3,410 | 2.62% | 6.98% | | Noninterest Income | $2,267 | $2,106 | $2,022 | 7.64% | 12.12% | | Total Revenue | $5,915 | $5,661 | $5,432 | 4.49% | 8.89% | | Provision For Credit Losses | $167 | $254 | $243 | -34.25% | -31.28% | | Net Income | $1,822 | $1,643 | $1,505 | 10.90% | 21.06% | | Diluted EPS | $4.35 | $3.85 | $3.49 | 13.00% | 24.64% | | Efficiency Ratio | 59% | 60% | 61% | -1 pp | -2 pp | - Net income attributable to common shareholders increased to **$1,735 million** in Q3 2025, up from $1,542 million in Q2 2025 and $1,406 million in Q3 2024[7](index=7&type=chunk) - The effective tax rate for Q3 2025 was **20.3%**, compared to 18.8% in Q2 2025 and 19.2% in Q3 2024[7](index=7&type=chunk) [Consolidated Balance Sheet](index=6&type=section&id=Consolidated%20Balance%20Sheet) PNC's total assets grew by 1.73% QoQ and 0.69% YoY to $568.77 billion as of September 30, 2025. This growth was supported by increases in total loans and deposits, while total equity also saw a healthy increase Consolidated Balance Sheet Highlights (as of Sep 30, 2025 vs. Jun 30, 2025 vs. Sep 30, 2024) | Metric (in millions) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :------------------- | :----------- | :----------- | :----------- | :------------- | :------------- | | Total Assets | $568,767 | $559,107 | $564,881 | 1.73% | 0.69% | | Total Loans | $326,616 | $326,340 | $321,381 | 0.08% | 1.63% | | Total Deposits | $432,749 | $426,696 | $423,966 | 1.42% | 2.07% | | Total Liabilities | $509,729 | $501,452 | $509,152 | 1.65% | 0.11% | | Total Equity | $59,038 | $57,655 | $55,729 | 2.40% | 5.94% | - Interest-earning deposits with banks increased to **$33.32 billion** as of September 30, 2025, from $24.46 billion as of June 30, 2025[9](index=9&type=chunk) - Noninterest-bearing deposits decreased slightly to **$91.21 billion** as of September 30, 2025, from $93.25 billion as of June 30, 2025[9](index=9&type=chunk) [Average Consolidated Balance Sheet](index=7&type=section&id=Average%20Consolidated%20Balance%20Sheet) The average consolidated balance sheet for Q3 2025 showed an increase in total assets and interest-earning assets QoQ, while average total loans and interest-bearing deposits also increased, reflecting overall balance sheet expansion Average Consolidated Balance Sheet Highlights (Q3 2025 vs. Q2 2025 vs. Q3 2024) | Metric (in millions) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :------------------- | :----------- | :----------- | :----------- | :------------- | :------------- | | Total Assets | $571,533 | $561,686 | $569,513 | 1.75% | 0.35% | | Total Interest-Earning Assets | $518,129 | $507,607 | $516,144 | 2.07% | 0.38% | | Total Loans | $325,932 | $322,754 | $319,602 | 0.98% | 1.98% | | Total Interest-Bearing Deposits | $339,072 | $329,833 | $326,311 | 2.79% | 3.91% | | Total Equity | $57,768 | $56,476 | $53,913 | 2.29% | 7.15% | - Average interest-earning deposits with banks increased to **$35.00 billion** in Q3 2025 from $31.57 billion in Q2 2025[11](index=11&type=chunk) - Average noninterest-bearing deposits decreased slightly to **$92.76 billion** in Q3 2025 from $93.14 billion in Q2 2025[11](index=11&type=chunk) [Details of Net Interest Margin](index=8&type=section&id=Details%20of%20Net%20Interest%20Margin) PNC's net interest margin slightly decreased QoQ to 2.79% in Q3 2025, but improved significantly YoY. This was primarily due to a larger decrease in the rate on interest-bearing liabilities compared to the yield on interest-earning assets on a YoY basis, despite a slight compression in interest rate spread QoQ Net Interest Margin Highlights (Q3 2025 vs. Q2 2025 vs. Q3 2024) | Metric | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (pp) | YoY Change (pp) | | :------------------- | :----------- | :----------- | :----------- | :-------------- | :-------------- | | Total Yield on Interest-Earning Assets | 4.99% | 4.93% | 5.25% | 0.06 | -0.26 | | Total Rate on Interest-Bearing Liabilities | 2.81% | 2.74% | 3.34% | 0.07 | -0.53 | | Interest Rate Spread | 2.18% | 2.19% | 1.91% | -0.01 | 0.27 | | Net Interest Margin | 2.79% | 2.80% | 2.64% | -0.01 | 0.15 | - The yield on total investment securities increased to **3.36%** in Q3 2025 from 3.26% in Q2 2025, but decreased from 3.08% in Q3 2024[14](index=14&type=chunk) - The rate on total interest-bearing deposits increased to **2.32%** in Q3 2025 from 2.24% in Q2 2025, but decreased from 2.72% in Q3 2024[14](index=14&type=chunk) [Credit Quality](index=9&type=section&id=Credit%20Quality) PNC's credit quality showed stable loan portfolio, reduced allowance for credit losses, mixed nonperforming assets, and decreased accruing loans past due [Details of Loans](index=9&type=section&id=Details%20of%20Loans) PNC's total loan portfolio remained stable QoQ at $326.62 billion as of September 30, 2025, showing a slight increase YoY. Commercial loans constitute the majority, with consumer loans also maintaining a significant portion Loan Portfolio Breakdown (as of Sep 30, 2025 vs. Jun 30, 2025 vs. Sep 30, 2024) | Loan Category (in millions) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :-------------------------- | :----------- | :----------- | :----------- | :------------- | :------------- | | Total Commercial | $227,375 | $227,008 | $220,721 | 0.16% | 3.01% | | Commercial and industrial | $190,196 | $188,830 | $178,891 | 0.72% | 6.33% | | Commercial real estate | $30,281 | $31,250 | $35,104 | -3.10% | -13.74% | | Total Consumer | $99,241 | $99,332 | $100,660 | -0.09% | -1.41% | | Residential real estate | $44,637 | $45,257 | $46,972 | -1.37% | -4.97% | | Home equity | $25,942 | $25,928 | $25,970 | 0.05% | -0.11% | | Automobile | $16,272 | $15,892 | $15,135 | 2.39% | 7.51% | | Credit card | $6,636 | $6,570 | $6,827 | 1.00% | -2.79% | | Total Loans | $326,616 | $326,340 | $321,381 | 0.08% | 1.63% | - Within commercial and industrial loans, financial services (**$33.35 billion**) and manufacturing (**$30.26 billion**) were the largest categories as of September 30, 2025[16](index=16&type=chunk) [Allowance for Credit Losses](index=10&type=section&id=Allowance%20for%20Credit%20Losses) The allowance for loan and lease losses decreased slightly QoQ and YoY, reflecting a decrease in total net charge-offs and a significant reduction in the provision for credit losses. The overall allowance for credit losses to total loans ratio also saw a minor decline Allowance for Credit Losses Highlights (Q3 2025 vs. Q2 2025 vs. Q3 2024) | Metric (in millions) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :------------------- | :----------- | :----------- | :----------- | :------------- | :------------- | | Allowance for loan and lease losses (Ending Balance) | $4,478 | $4,523 | $4,589 | -1.00% | -2.42% | | Total Net Charge-offs | $(179) | $(198) | $(286) | -9.60% | -37.41% | | Provision for credit losses | $167 | $254 | $243 | -34.25% | -31.28% | | Allowance for credit losses to total loans | 1.61% | 1.62% | 1.65% | -0.01 pp | -0.04 pp | - Commercial net charge-offs decreased to **$(72) million** in Q3 2025 from $(102) million in Q2 2025 and $(172) million in Q3 2024[17](index=17&type=chunk) - Consumer net charge-offs decreased to **$(107) million** in Q3 2025 from $(96) million in Q2 2025, but increased from $(114) million in Q3 2024[17](index=17&type=chunk) [Nonperforming Assets](index=12&type=section&id=Nonperforming%20Assets) Total nonperforming assets increased QoQ but decreased YoY, reaching $2.30 billion as of September 30, 2025. The ratio of nonperforming loans to total loans remained stable QoQ, while the coverage by allowance for loan and lease losses improved significantly YoY Nonperforming Assets Highlights (as of Sep 30, 2025 vs. Jun 30, 2025 vs. Sep 30, 2024) | Metric (in millions) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :------------------- | :----------- | :----------- | :----------- | :------------- | :------------- | | Total Nonperforming Assets | $2,299 | $2,141 | $2,609 | 7.38% | -11.90% | | Total Nonperforming Loans | $2,137 | $2,108 | $2,578 | 1.38% | -17.11% | | Nonperforming loans to total loans | 0.65% | 0.65% | 0.80% | 0 pp | -0.15 pp | | Allowance for loan and lease losses to nonperforming loans | 210% | 215% | 178% | -5 pp | 32 pp | | New nonperforming assets (QoQ) | $653 | $367 | $661 | 77.93% | -1.21% | - Commercial nonperforming loans decreased to **$1,282 million** in Q3 2025 from $1,251 million in Q2 2025, but decreased from $1,729 million in Q3 2024[20](index=20&type=chunk) - Consumer nonperforming loans remained stable at **$855 million** in Q3 2025 compared to $857 million in Q2 2025, and increased from $849 million in Q3 2024[20](index=20&type=chunk) [Accruing Loans Past Due](index=13&type=section&id=Accruing%20Loans%20Past%20Due) Total accruing loans past due decreased QoQ and YoY to $1.23 billion as of September 30, 2025, representing 0.38% of total loans. This decline was observed across both commercial and consumer categories Total Accruing Loans Past Due (as of Sep 30, 2025 vs. Jun 30, 2025 vs. Sep 30, 2024) | Metric (in millions) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :------------------- | :----------- | :----------- | :----------- | :------------- | :------------- | | Total Accruing Loans Past Due | $1,233 | $1,303 | $1,275 | -5.37% | -3.29% | | Commercial | $309 | $362 | $286 | -14.64% | 8.04% | | Consumer | $924 | $941 | $989 | -1.81% | -6.57% | | Total accruing loans past due to total loans | 0.38% | 0.40% | 0.40% | -0.02 pp | -0.02 pp | [Accruing Loans Past Due 30 to 59 Days](index=13&type=section&id=Accruing%20Loans%20Past%20Due%2030%20to%2059%20Days) Accruing loans past due 30 to 59 days remained stable QoQ at $635 million, but increased YoY. Commercial loans in this category decreased QoQ, while consumer loans remained relatively stable Accruing Loans Past Due 30 to 59 Days (as of Sep 30, 2025 vs. Jun 30, 2025 vs. Sep 30, 2024) | Category (in millions) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :--------------------- | :----------- | :----------- | :----------- | :------------- | :------------- | | Commercial | $170 | $176 | $137 | -3.41% | 24.09% | | Consumer | $465 | $459 | $477 | 1.31% | -2.49% | | Total | $635 | $635 | $614 | 0.00% | 3.42% | | Total to total loans | 0.19% | 0.19% | 0.19% | 0 pp | 0 pp | - Commercial and industrial loans past due 30-59 days decreased to **$147 million** in Q3 2025 from $118 million in Q2 2025[23](index=23&type=chunk) [Accruing Loans Past Due 60 to 89 Days](index=14&type=section&id=Accruing%20Loans%20Past%20Due%2060%20to%2089%20Days) Accruing loans past due 60 to 89 days decreased QoQ to $251 million as of September 30, 2025, remaining stable YoY. Both commercial and consumer categories contributed to the QoQ decline Accruing Loans Past Due 60 to 89 Days (as of Sep 30, 2025 vs. Jun 30, 2025 vs. Sep 30, 2024) | Category (in millions) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :--------------------- | :----------- | :----------- | :----------- | :------------- | :------------- | | Commercial | $67 | $107 | $52 | -37.38% | 28.85% | | Consumer | $184 | $190 | $200 | -3.16% | -8.00% | | Total | $251 | $297 | $252 | -15.50% | -0.40% | | Total to total loans | 0.08% | 0.09% | 0.08% | -0.01 pp | 0 pp | - Commercial and industrial loans past due 60-89 days decreased to **$60 million** in Q3 2025 from $91 million in Q2 2025[24](index=24&type=chunk) [Accruing Loans Past Due 90 Days or More](index=15&type=section&id=Accruing%20Loans%20Past%20Due%2090%20Days%20or%20More) Accruing loans past due 90 days or more decreased QoQ and YoY to $347 million as of September 30, 2025. Both commercial and consumer segments showed a decline in this category Accruing Loans Past Due 90 Days or More (as of Sep 30, 2025 vs. Jun 30, 2025 vs. Sep 30, 2024) | Category (in millions) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :--------------------- | :----------- | :----------- | :----------- | :------------- | :------------- | | Commercial | $72 | $79 | $97 | -8.86% | -25.80% | | Consumer | $275 | $292 | $312 | -5.82% | -11.86% | | Total | $347 | $371 | $409 | -6.50% | -15.26% | | Total to total loans | 0.11% | 0.11% | 0.13% | 0 pp | -0.02 pp | - Commercial and industrial loans past due 90 days or more decreased to **$71 million** in Q3 2025 from $79 million in Q2 2025[25](index=25&type=chunk) [Business Segment Results](index=17&type=section&id=Business%20Segment%20Results) PNC's business segments, including Retail Banking, Corporate & Institutional Banking, and Asset Management Group, showed varied performance with overall revenue growth and improved efficiency [Business Segment Descriptions](index=17&type=section&id=Business%20Segment%20Descriptions) PNC operates through three primary business segments: Retail Banking, Corporate & Institutional Banking, and Asset Management Group, each providing a distinct range of financial products and services to diverse client bases - Retail Banking offers deposit, lending, brokerage, insurance, investment management, and cash management products to consumer and small business customers through various channels[26](index=26&type=chunk) - Corporate & Institutional Banking provides lending, treasury management, capital markets, and advisory products to mid-sized and large corporations, government, and not-for-profit entities[27](index=27&type=chunk) - Asset Management Group serves high net worth and ultra high net worth clients through PNC Private Bank, and institutional clients via Institutional Asset Management, offering investment, credit, and trust services[28](index=28&type=chunk)[31](index=31&type=chunk) [Period End Employees](index=17&type=section&id=Period%20End%20Employees) PNC's total employee count slightly decreased QoQ and YoY to 54,938 as of September 30, 2025, primarily driven by a reduction in part-time employees, while full-time employees saw a minor increase QoQ Period End Employees (as of Sep 30, 2025 vs. Jun 30, 2025 vs. Sep 30, 2024) | Employee Type | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :----------------- | :----------- | :----------- | :----------- | :------------- | :------------- | | Full-time employees | 53,523 | 53,175 | 53,749 | 0.65% | -0.42% | | Part-time employees | 1,415 | 1,872 | 1,500 | -24.41% | -5.67% | | Total employees | 54,938 | 55,047 | 55,249 | -0.20% | -0.56% | - Retail Banking full-time employees decreased to **26,126** in Q3 2025 from 26,291 in Q2 2025 and 27,740 in Q3 2024[29](index=29&type=chunk) [Summary of Business Segment Net Income and Revenue](index=18&type=section&id=Summary%20of%20Business%20Segment%20Net%20Income%20and%20Revenue) All three business segments (Retail Banking, Corporate & Institutional Banking, and Asset Management Group) contributed positively to PNC's total revenue and net income in Q3 2025. Corporate & Institutional Banking showed the strongest QoQ growth in both net income and revenue, while Retail Banking and Asset Management Group also demonstrated YoY revenue growth Business Segment Net Income and Revenue (Q3 2025 vs. Q2 2025 vs. Q3 2024) | Segment (in millions) | Sep 30, 2025 Net Income | Jun 30, 2025 Net Income | Sep 30, 2024 Net Income | QoQ Change (%) | YoY Change (%) | | :-------------------- | :---------------------- | :---------------------- | :---------------------- | :------------- | :------------- | | Retail Banking | $1,324 | $1,359 | $1,172 | -2.58% | 12.97% | | Corporate & Institutional Banking | $1,459 | $1,229 | $1,197 | 18.71% | 21.89% | | Asset Management Group | $117 | $129 | $96 | -9.30% | 21.88% | | | | | | | | | Segment (in millions) | Sep 30, 2025 Revenue | Jun 30, 2025 Revenue | Sep 30, 2024 Revenue | QoQ Change (%) | YoY Change (%) | | :-------------------- | :---------------------- | :---------------------- | :---------------------- | :------------- | :------------- | | Retail Banking | $3,806 | $3,756 | $3,494 | 1.33% | 8.93% | | Corporate & Institutional Banking | $2,909 | $2,720 | $2,645 | 6.95% | 10.00% | | Asset Management Group | $430 | $423 | $393 | 1.65% | 9.41% | - Net income excluding noncontrolling interests for Q3 2025 was **$1,808 million**, up from $1,627 million in Q2 2025 and $1,490 million in Q3 2024[32](index=32&type=chunk) [Retail Banking](index=19&type=section&id=Retail%20Banking) Retail Banking's net income slightly decreased QoQ but significantly increased YoY, reaching $1.32 billion in Q3 2025. Total revenue grew QoQ and YoY, while the efficiency ratio improved YoY. Brokerage account client assets also showed consistent growth Retail Banking Performance Highlights (Q3 2025 vs. Q2 2025 vs. Q3 2024) | Metric (in millions, except as noted) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :------------------------------------ | :----------- | :----------- | :----------- | :------------- | :------------- | | Net Income | $1,324 | $1,359 | $1,172 | -2.58% | 12.97% | | Total Revenue | $3,806 | $3,756 | $3,494 | 1.33% | 8.93% | | Return on average assets | 4.60% | 4.78% | 3.99% | -0.18 pp | 0.61 pp | | Efficiency | 51% | 50% | 53% | 1 pp | -2 pp | | Branches | 2,219 | 2,218 | 2,242 | 0.05% | -1.03% | | Brokerage account client assets (in billions) | $89 | $87 | $84 | 2.30% | 5.95% | - Retail Banking's net interest income increased to **$3,016 million** in Q3 2025 from $2,974 million in Q2 2025 and $2,793 million in Q3 2024[34](index=34&type=chunk) - Residential mortgage loan origination volume was **$1.5 billion** in Q3 2025, a decrease from $1.7 billion in Q2 2025 and $1.8 billion in Q3 2024[35](index=35&type=chunk) [Corporate & Institutional Banking](index=21&type=section&id=Corporate%20%26%20Institutional%20Banking) Corporate & Institutional Banking demonstrated strong performance in Q3 2025, with net income increasing by 18.71% QoQ and 21.89% YoY to $1.46 billion. Total revenue also grew significantly, and the efficiency ratio improved. Treasury Management revenue continued its upward trend Corporate & Institutional Banking Performance Highlights (Q3 2025 vs. Q2 2025 vs. Q3 2024) | Metric (in millions, except as noted) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :------------------------------------ | :----------- | :----------- | :----------- | :------------- | :------------- | | Net Income | $1,459 | $1,229 | $1,197 | 18.71% | 21.89% | | Total Revenue | $2,909 | $2,720 | $2,645 | 6.95% | 10.00% | | Return on average assets | 2.43% | 2.10% | 2.09% | 0.33 pp | 0.34 pp | | Efficiency | 34% | 35% | 36% | -1 pp | -2 pp | | Treasury Management revenue | $1,120 | $1,077 | $974 | 3.99% | 14.99% | | Commercial mortgage servicing portfolio balance (in billions) | $293 | $295 | $289 | -0.68% | 1.38% | - Net interest income for Corporate & Institutional Banking increased to **$1,777 million** in Q3 2025 from $1,698 million in Q2 2025 and $1,615 million in Q3 2024[41](index=41&type=chunk) - Noninterest income for Corporate & Institutional Banking increased to **$1,132 million** in Q3 2025 from $1,022 million in Q2 2025 and $1,030 million in Q3 2024[41](index=41&type=chunk) [Asset Management Group](index=24&type=section&id=Asset%20Management%20Group) The Asset Management Group's net income decreased QoQ but saw a significant YoY increase, reaching $117 million in Q3 2025. Total revenue grew QoQ and YoY, and the efficiency ratio improved YoY. Client assets under management and administration both experienced QoQ and YoY growth Asset Management Group Performance Highlights (Q3 2025 vs. Q2 2025 vs. Q3 2024) | Metric (in millions, except as noted) | Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | QoQ Change (%) | YoY Change (%) | | :------------------------------------ | :----------- | :----------- | :----------- | :------------- | :------------- | | Net Income | $117 | $129 | $96 | -9.30% | 21.88% | | Total Revenue | $430 | $423 | $393 | 1.65% | 9.41% | | Return on average assets | 3.18% | 3.54% | 2.59% | -0.36 pp | 0.59 pp | | Efficiency | 63% | 63% | 69% | 0 pp | -6 pp | | Total discretionary client assets under management (in billions) | $228 | $217 | $214 | 5.07% | 6.54% | | Total client assets under administration (in billions) | $440 | $421 | $430 | 4.51% | 2.33% | - Net interest income for the Asset Management Group was **$176 million** in Q3 2025, compared to $179 million in Q2 2025 and $151 million in Q3 2024[46](index=46&type=chunk) - Noninterest income for the Asset Management Group was **$254 million** in Q3 2025, compared to $244 million in Q2 2025 and $242 million in Q3 2024[46](index=46&type=chunk) [Glossary of Terms](index=25&type=section&id=Glossary%20of%20Terms) This section provides definitions for key financial and banking terms used throughout the Financial Supplement, covering concepts such as Allowance for Credit Losses, Basel III capital ratios, Charge-offs, Efficiency, Fair Value, Nonperforming Assets, and various other industry-specific terminology