3
INTRODUCTORY NOTE
Special Cautionary Notice Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q
contains “forward-looking
statements” within
the meaning of the Private Securities Litigation Reform
Act of 1995. These forward-looking
statements include,
among others, statements about our beliefs, plans, objectives,
goals, expectations,
estimates and intentions that are subject
to significant risks
and uncertainties and are subject to
change based
on various factors,
many
of
which are beyond our control.
The words “may,” “could,” “should,”
“would,” “believe,” “anticipate,”
“estimate,” “expect,”
“intend,” “plan,”
“target,” “vision,” “goal,” “will,”
“project,” “continue,” “outlook,”
“approximate,” “seasonal,”
“future,” and similar expressions
are intended
to identify forward
-looking statements.
All forward-looking statements,
by their nature, are subject
to risks and uncertainties.
Forward-looking statements
are based
on current
assumptions and expectations that are subject
to change and may
prove to be inaccurate.
Our actual future results may
differ materially from
those set forth
in our forward-looking statements.
Our ability to
achieve
our financial
objectives could
be adversely affected
by the factors
discussed in detail in Part II,
Item
1A. “Risk
Factors” in this Quarterly Report on Form
10-Q and in
Part I, Item 1A. “Risk Factors” in
our Annual Report on Form
10-K for the year ended
December 31, 2025 (the “2025 Form
10-K”), as updated in our subsequent
quarterly reports filed on
Form 10-Q, as well as, among other
●
Changes in trade, monetary, and fiscal
policies and laws, including
actual changes in
interest rates and the Fed Funds rate and
changes in international
trade policies, tariffs
and treaties
affecting
imports and
exports, and
their related impacts
on
macroeconomic
conditions, customer
behavior, funding
costs and
loan and
securities portfolios;
●
Inflation,
interest rate, market
and monetary
fluctuations;
●
Local, regional, national,
and international
economic conditions
(including the value of
the U.S. Dollar in relation to the
currencies of other advanced and emerging
market countries and the performance of both domestic and
international
equity
and debt markets and valuation of
securities traded on recognized
domestic and international
exchanges), and the impact they
may have
on us and
our clients and our assessment
of that
impact;
●
Supply-demand imbalances and general
economic conditions affecting local real estate prices and
a general deterioration
in
commercial real estate
market fundamentals;
●
The costs and
effects of
legal and regulatory
developments,
the outcomes
of legal proceedings or regulatory or other
governmental
inquiries, the results of regulatory examinations
or reviews and the ability to
obtain required
regulatory
approvals;
●
The effect
of changes
in laws and regulations (including laws and
regulations concerning taxes,
banking, securities, and
insurance) and
their application
with which we and our subsidiaries must
comply;
●
The effect of changes in accounting policies and practices,
as may
be adopted
by the regulatory
agencies, as well as other
accounting
standard
setters;
●
The accuracy
of our financial
statement
estimates and
assumptions;
●
Changes in the creditworthiness,
financial performance
and/or condition
of our borrowers;
●
Changes in the mix
of loan geographies,
sectors and types
or the level of non-performing
assets and
charge-offs;
●
Changes in estimates
of future credit
loss reserve requirements based
upon the periodic
review thereof under relevant
regulatory and
accounting
requirements;
●
Changes in our liquidity position;
●
Changes in our capital
levels, capital requirements
or our ability to maintain
adequate
regulatory capital
ratios;
●
The timely development and acceptance
of new products and services as
well as risks (including reputational and
litigation)
attendant
thereto, and
perceived overall value
of these products
and services by users;
●
Changes in consumer
spending, borrowing, and saving
habits;
●
Changes in deposit
levels, deposit mix, pricing, or the availability and
cost of other
funding sources;
●
Greater than
expected costs
or difficulties related to the
integration of new products
and lines of business;
●
Increased
competition and
its effect on
pricing (including deposit fees), spending, third-party
relationships and
revenues;
●
Technological changes;
●
Risks associated
with the development
and use of
artificial intelligence;
●
The cost and effects
of cyber incidents or other
failures, interruptions, or security breaches
of our systems
or those of our
customers or third-party
providers;
●
Fraud or misconduct
by internal or external
parties which we may
not be able
to prevent, detect
or mitigate;
●
Dispositions, acquisitions and
integration of acquired
businesses;
●
Impairment
of our goodwill or other intangible assets;
●
Changes in the reliability of our
vendors, internal control
systems, or information
systems;
●
Our ability to increase market
share and
control expenses;
●
Our ability to attract
and retain
qualified employees;
●
Changes in our organization,
compensation,
and benefit
plans;
●
The soundness
of other financial
institutions;
●
Volatility and
disruption in national
and international
financial and
commodity
markets;