2025
ANNUAL REPORT
ANNUAL REPORT 2025 | 1
Dear Shareholders,
Our consistent focus on the fundamentals, delivering an exceptional
customer experience, maintaining a strong balance sheet, and operating
with discipline and effi ciency enabled Ameris Bancorp to deliver top-tier
fi nancial results and meaningful shareholder value once again.
In 2025, Ameris Bancorp’s stock price reached an all-time high and
outperformed our peer banks. This performance refl ects the strength of
our franchise and the clarity of our strategy to prioritize low-cost core
deposits and disciplined growth in earnings per share and tangible book
value. Tangible book value per share increased 14.5% for the year, even
as we stepped up share repurchase activity.
We also delivered strong operating results. Revenue grew 6%, and we
achieved record earnings of $412.2 million, or $6.00 per diluted share.
We increased both deposits and loans, expanded net interest margin despite
a lower rate environment, and improved our effi ciency ratio to 50.0%.
Our capital position remains robust and continues to support future
growth. Total assets increased by more than $1 billion to $27.5 billion at
year-end, and our tangible common equity ratio improved to 11.37%.
None of this would be possible without our talented teammates, who
live out our commitment to One Bank, One Team every day, bringing the
full strength of Ameris to our customers and communities. Beyond their
professional roles, many of our teammates actively support community
development, health and human services, and fi nancial education
across our footprint.
Our Southeast markets remain vibrant and full of opportunity, while our
national business lines continue to broaden and diversify our franchise.
In 2025, we opened several branches in key markets and renovated
a dozen more. We continued investing in our digital platforms and
commercial banking capabilities while enhancing our fraud prevention
systems. We also unifi ed our equipment fi nance platform under the
Ameris Bank Equipment Finance brand, further strengthening the reach
and recognition of Ameris.
Looking ahead, we are confi dent in the strength of our franchise and
optimistic about the opportunities before us. We are committed to
stewarding your investment with discipline, integrity, and a continued
focus on long-term value creation.
Thank you for your continued trust in Ameris.
H. Palmer Proctor Jr.
Chief Executive Offi cer
Leo J. Hill
Lead Independent Director
TOTAL DEPOSITS
(In billions of dollars)
TANGIBLE BOOK VALUE PER SHARE
(In dollars)
2024
2023
2022
2024
2023
2022
2025
$22.4
2025
$44.18
EARNINGS PER SHARE - DILUTED
(In dollars)
2024
2023
2022
2025
$6.00
TOTAL ASSETS
(In billions of dollars)
2024
2023
2022
2025
$27.5
TOTAL CAPITAL RATIO
(In percentages)
2024
2023
2022
2025
15.01%
$20.00
$10.00
$25.00
$15.00
$30.00
$35.00
$40.00
$45.00
$5.00
$4.00
$3.00
$2.00
$1.00
$6.00
$30.00
$25.00
$20.00
20%
15%
10%
5%
0%
$25.00
$20.00
$15.00
$10.00
Year-Over-Year Performance
2 | AMERIS BANCORP
TOTAL REVENUE
(In billions of dollars)
2024
2023
2022
2025
$1.2
$1.25
$1.00
$0.75
$0.50
$0.25
2025 Performance
In 2025, Ameris reported strong results due to solid
balance sheet management, excellent customer
service, effi cient operations, and a unifi ed one team
approach.
Total Deposits
$22.4 BILLION
Earnings Per Share - Diluted
$6.00
Total Capital Ratio
15.01%
Total Revenue
$1.2 BILLION
Total Assets
$27.5 BILLION
Tangible Book Value Per Share
$44.18
ANNUAL REPORT 2025 | 3
4 | AMERIS BANCORP
Lion Team Fights Fraud
The Lion Team was created to enhance existing
fraud prevention efforts and to build a more
unifi ed, disciplined and intentional response for
high-risk fraud attempts.
The team is made up of teammates from across
the bank who come together – often at a moment’s
notice – during suspected fraud events to help
minimize any impact to customers.
“Fraud is prevalent in the fi nancial industry, and it takes a strong defense and
agile team to engage when issues arise. I am incredibly proud of how this team
at Ameris shows up with rapid triage, clear communication, strong collaboration
and decisive action when minutes matter,” said Willie Daniely, Ameris Bank’s
director of Fraud and co-leader of the Lion Team. “The way the Lion Team
responds is the difference-maker for our clients and for the bank.”
Bank’s
e Daniely, Am
he way the Lion Team
for the bank
ELEVATING OUR CUSTOMER EXPERIENCE
ANNUAL REPORT 2025 | 5
6 | AMERIS BANCORP
Keeping our customers’ accounts and personal information
secure is critical, and Ameris continues to invest in fraud
prevention. We regularly connect with customers via our
website, monthly emails and the Ameris Bank App to educate
them about the latest scams and provide tips for protecting
themselves.
Additionally, new technology, such as our photo ID scanning
system, is designed to fl ag fraudulent IDs and strengthen our
protective measures, providing a faster and safer experience
for our customers.
6 | AMERIS BANCORP
Keeping our customers’ accounts and personal information
secure is critical, and Ameris continues to invest in fraud
prevention. We regularly connect with customers via our
website, monthly emails and the Ameris Bank App to educate
them about the latest scams and provide tips for protecting
themselves.
Additionally, new technology, such as our photo ID scanning
system, is designed to fl ag fraudulent IDs and strengthen our
protective measures, providing a faster and safer experience
for our customers.
ELEVATING OUR CUSTOMER EXPERIENCE
6 | AMERIS BANCORP
ANNUAL REPORT 2024 | 7
Simplifi ed online account opening
We simplifi ed our online account opening in 2025, making it easier for customers
by reducing steps, streamlining verifi cation and creating a smoother application
fl ow. These improvements helped remove friction for customers and helped drive a
year-over-year improvement of 15% in new accounts opened online.
New phone system enhances fraud detection
In 2025 we began upgrading our phone system with a new Voice ID fraud
prevention feature. Our previous Voice ID system has already helped protect
more than $95 million in customer funds. The new upgrade provides stronger
voice authentication and smarter call routing to improve security and deliver
even better customer protection. With the new system, Voice ID risk checks
will now be automated. Calls also will get a risk score before reaching a banker,
making service faster and safer.
ANNUAL REPORT 2024 | 7
Simplifi ed online account opening
We simplifi ed our online account opening in 2025, making it easier for customers
by reducing steps, streamlining verifi cation and creating a smoother application
fl ow. These improvements helped remove friction for customers and helped drive a
year-over-year improvement of 15% in new accounts opened online.
New phone system enhances fraud detection
In 2025 we began upgrading our phone system with a new Voice ID fraud
prevention feature. Our previous Voice ID system has already helped protect
more than $95 million in customer funds. The new upgrade provides stronger
voice authentication and smarter call routing to improve security and deliver
even better customer protection. With the new system, Voice ID risk checks
will now be automated. Calls also will get a risk score before reaching a banker,
making service faster and safer.
ANNUAL REPORT 2025 | 7
8 | AMERIS BANCORP
Powering Talented Teammates
Our success at Ameris is powered by talented teammates who bring our purpose to life every
day. We foster a culture of collaboration where teams work in tandem to serve customers and
communities at the highest level. Through intentional talent development, leadership training
and meaningful mentoring, we invest in helping our teammates improve their skills, advance
their careers and lead with confi dence.
450+
new teammates
230+
promotions
In 2025 we grew the Ameris workforce
by welcoming more than 450 new
teammates. Additionally, there were
more than 230 promotions and internal
transfers, which is far more than the
industry standard and more than
double the prior year.
Room to Grow
8 | AMERIS BANCORP
Kipling Easterly’s career at Ameris Bank is a testament to upward mobility and
professional development within the company. Beginning as a universal banker in
Retail in 2016, Kipling progressed to a Mortgage and Retail sales position in 2018 and
was subsequently promoted again in 2021. She advanced to the role of sales & service
manager in March 2025, and most recently was promoted to treasury management
associate. Her continual growth highlights a strong commitment to learning,
adaptability and leadership at every stage of her career.
“Through the opportunities the bank provides, I’ve
been able to grow in ways I never imagined. Each step
forward has challenged me, strengthened my skills and
reinforced that Ameris is a place where hard work and
potential are recognized and valued.”
ANNUAL REPORT 2025 | 9
Ameris takes a multi-faceted approach to supporting teammates by investing in their personal
and professional development. Through ongoing learning, mentoring, and meaningful development
opportunities, teammates can build fulfi lling careers and become more engaged overall.
Our employee resource groups and employee-funded support fund further refl ect our commitment
to connecting with and caring for one another when it matters most.
Learning and Development Programs
We continued our investment in Learning and Development programs, including
leadership development, emotional intelligence, situational leadership and many
other topics.
Mentor Ameris Program
The Mentor Ameris Program fosters professional development. Mentors are
matched with high potential teammates to share their guidance and experiences
in this key program to develop talent across all functions of the company.
Employee Resource Groups
Ameris Employee Resource Groups supported teammates by promoting
inclusion through company events, volunteer initiatives, community outreach
and education.
Courageous Fund
The Courageous Fund, established in 2023, is fueled by teammate donations
to support fellow teammates facing personal fi nancial hardships. Named for
our lion mascot, a symbol of strength and pride, the Courageous Fund provides
grants to eligible teammates for addressing issues such as hurricane recovery.
Employee Assistance Program
Counseling services are offered to teammates and their eligible dependents to
help them navigate emotional well-being in diffi cult times.
Traditional and New Benefi ts
Ameris offers competitive benefi ts including medical, dental, vision, disability, life
insurance, paid time off, 401(k) matching and an employee stock purchase plan.
For example, with our competitive 401(k) program, the bank matches 50% of
each teammate’s elective deferral amount up to the fi rst 8% of their contribution,
providing valuable support for retirement.
In addition to our traditional benefi ts, teammates have options for additional
support including legal assistance and pet insurance.
10 | AMERIS BANCORP
10 | AMERIS BANCORP
ANNUAL REPORT 2025 | 11
Top Workplace
Jacksonville
Top Workplace
Atlanta
Inspiring Workplaces
North America
Newsweek – Most
Trustworthy Companies
Forbes – America’s
Best Banks
Forbes – World’s
Best Banks
Time Magazine - America’s
Best Midsize Companies
Top Workplace
Orlando
Top Workplace
South Carolina
2025
Awards and Recognition
12 | AMERIS BANCORP
12 | AMERIS BANCORP
Investing in
our Communities
12 | AMERIS BANCORP
Community is at the heart of our company. As a relationship-driven bank, we believe our
responsibility extends beyond the fi nancial services we provide. We are proud to invest in
the communities where our customers, teammates and families live and work. By supporting
local organizations, economic development and community initiatives, we help strengthen
neighborhoods, create educational opportunities and build lasting partnerships that contribute
to long-term well-being for all.
Healthy communities are strong communities. That’s why, in 2025, Ameris sponsored two of
the largest road races in the Southeast: the Ameris Bank Jacksonville Marathon and Atlanta’s
Peachtree Road Race. With more than 60,000 runners, we were proud to support these athletes
on their journeys.
Additionally, working with the Backpack Project, we contributed to purchasing supplies for
students in need and helped assemble more than 1,200 backpacks to help ensure a successful
start to the school year.
12 | AMERIS BANCORP
12 | AMERIS BANCORP
ANNUAL REPORT 2025 | 13
Financial Education and Inclusion Initiatives
Ameris remains dedicated to promoting financial opportunities through strategic partnerships and
inclusive banking solutions. By supporting programs like EverFi’s financial education for high school
students, we promote empowerment for individuals and communities.
Additionally, our Opportunity Checking solution provides banking services and financial education
for customers who may not qualify for traditional accounts. In 2025, more than 2,300 customers
enjoyed the benefits of the Opportunity Checking account, on their way to a stronger financial
future.
Home Down Payment Assistance
Ameris Bank increased support for first-time home buyers with the expansion of its Ameris Choice
home buyer assistance program in 2025. Building on the success of its initial offering in Jacksonville,
Florida, the expanded program now reaches additional communities across the Southeast, offering
up to $7,500 in down payment assistance to qualified applicants in multiple markets.
The program is available to first-time home buyers purchasing a primary residence located within
specific areas in metropolitan Jacksonville, Florida; Atlanta and Gainesville, Georgia; and in
designated affordable housing community development areas in Charleston, South Carolina.
“By bringing this initiative to new markets, we’re helping more individuals and families take
meaningful steps toward owning a home and building generational wealth,” said Clyde Anderson,
director of Community Lending at Ameris Bank.
Heirs’ Property Support
In 2025, Ameris Bank distributed more than $1,142,000 in grants among three organizations to
support work that addresses challenges of heirs’ property.
$450,000 to Local Initiatives Support Corporation - Jacksonville
$442,404 to Legal Services of North Florida
$250,000 to Invest Atlanta
The grants were made available from FHLBank Atlanta’s Heirs’ Property Family Wealth Protection
Fund. Heirs’ property issues occur when land or homes are inherited by an owner’s descendants
without a will, estate plan, or court document and/or without a clear title and deed to the property.
The work by LISC Jacksonville, Legal Services of North Florida and Invest Atlanta will help families
avoid involuntary loss of property, resolve tangled title issues, and promote long-term stability
through secure homeownership. The grants will enable families to hold on to what they’ve earned
and pass it on to the next generation.
14 | AMERIS BANCORP
INVESTING IN OUR COMMUNITIES
Stuff the Bus for Students in Need
In 2025, teammates and customers came together to ensure students,
teachers and families have the tools they need for a successful school
year. Together, we collected nearly 6,000 items for students in need
— more than 15 times what Ameris collected in 2024 and making an even
bigg er impact in our communities! These contributions helped students
in 124 cities across six states start this school year ready to learn.
INVESTING IN OUR COMMUNITIES
14 | AMERIS BANCORP
14 |
14 |
14 | AMERIS BANCORP
AMERIS BANCORP
AMERIS BANCORP
14 | AMERIS BANCORP
ANNUAL REPORT 2025 | 15
ANNUAL REPORT 2025 | 15
Land Donation
Ameris Bank donated a significant plot of land to the Downtown
Development Authority of the city of Moultrie, Georgia. This contribution
will enhance the quality of life for Moultrie’s residents and attract more
people to the downtown area by transforming the green space into a
vibrant community park.
In addition, Ameris enabled the redevelopment of three existing buildings
into hospitality, residential or retail spaces.
Rural Hospital Contributions
Ameris Bank donated $1.7 million through the Georgia HEART Hospital
Program to 17 rural hospitals across the state in 2025. This marked the
eighth consecutive year that Ameris has participated in the state income
tax credit program, contributing a total of $14.6 million in 17 counties.
ANNUAL REPORT 2025 | 15
ANNUAL REPORT 2025 | 15
16 | AMERIS BANCORP
Looking Ahead
We are proud of our record-setting results for the full year 2025. We continue to operate at
a high level of consistent core profi tability, while remaining focused on capital returns and
accretive growth to enhance our shareholder value.
Ameris is positioned extremely well going into 2026, from both a growth and profi tability
standpoint. We are pleased to be in the best Southeastern markets that are growing faster
than the national average, and to have experienced bankers dedicated to serving our
customers and growing our franchise organically.
Our relationship banking model, operating effi ciency, capital strength, and diversifi ed
revenue streams should enable us to further grow tangible book value, earnings per share,
franchise value and shareholder value in 2026 and beyond.
We are grateful to Ameris teammates for their signifi cant contributions to a record year,
and thank our valued shareholders for their interest and investment in our company.
18 | AMERIS BANCORP
Executive Team
Top row, left to right
Bottom row, left to right
18 | AMERIS BANCORP
Michael T. Pierson
Corporate Executive Vice President,
Chief Governance Offi cer, and
Corporate Secretary
Jody L. Spencer
Corporate Executive Vice President
and Chief Legal Offi cer
Ross L. Creasy
Corporate Executive Vice President
and Chief Information Offi cer
William D. McKendry
Corporate Executive Vice President
and Chief Risk Offi cer
Douglas D. Strange
Corporate Executive Vice President
and Chief Credit Offi cer
Nicole S. Stokes, CPA
Corporate Executive Vice President
and Chief Financial Offi cer
Lawton E. Bassett III
Corporate Executive Vice President,
Chief Banking Offi cer and
Ameris Bank President
H. Palmer Proctor Jr.
Chief Executive Offi cer
James A. LaHaise
Corporate Executive Vice President
and Chief Strategy Offi cer
ANNUAL REPORT 2024 | 19
ANNUAL REPORT 2024 | 19
Board of Directors
James B. Miller Jr.
Chairman
Ameris Bancorp and Ameris Bank
Leo J. Hill
Lead Independent Director
Ameris Bancorp, Ameris Bank
and Transamerica Mutual Funds
(Financial Services)
H. Palmer Proctor Jr.
CEO and Vice Chairman
Ameris Bancorp and Ameris Bank
William I. Bowen Jr.
Bowen-Donaldson Home
for Funerals
(Funeral Services)
Rodney D. Bullard
CEO
The Same House
(Public Benefi t Corporation)
Wm. Millard Choate
Founder and Chairman
Choate Construction Company
(Construction)
Daniel B. Jeter
Chairman and Owner
Standard Discount Corporation
(Consumer Finance)
Robert P. Lynch
CFO
Lynch Management Company
(Automobile Sales)
Claire E. McLean
COO
Preferred Capital Securities, LLC
(Financial Services)
William H. Stern
President and CEO
Stern & Stern and Associates
(Real Estate)
ANNUAL REPORT 2025 | 19
ANNUAL REPORT 2024 | 1
ANNUAL REPORT 2024 | 1
Community Boards of Directors
Carolinas
Regional President:
H. Richard Sturm
Market President:
Ryan A. Earwaker
Directors:
William H. Stern, Chairman
Kirkman Finlay, III
Edward G. McDonnell
William Weston J. Newton
Laurens C. Nicholson
A. Rae Phillips
Douglas, GA
Regional President:
Remer Brinson
Market President:
M. Shane Shook
Directors:
Kevin L. Gilliard, Chairman
Faye H. Hennesy
Alfred Lott Jr.
Donnie H. Smith
Moultrie, GA
Regional President:
Michael T. Lee
Directors:
Thomas W. Rowell, Chairman
Thomas L. Estes, MD
R. Plenn Hunnicutt
Daniel B. Jeter
Lynn L. Jones Jr.
J. Mark Mobley Jr.
Director Emeritus:
Brooks Sheldon
North Florida
Directors:
Joseph P. Helow, Chairman
Phillip H. Cury
John A. Delaney
Major B. Harding, Jr.
Robert P. Lynch
Mark F. Bailey, Sr.
David W. Alban
Tifton, GA
Regional President:
Michael T. Lee
Market President:
Joshua S. Bowen
Directors:
William I. Bowen Jr., Chairman
Austin L. Coarsey
Scott R. Fulp, DDS
John Alan Lindsey
Wesley T. Paulk
Fortson B. Turner
Directors Emeritus:
J. Raymond Fulp
Loran A. Pate
Vidalia, GA
Regional President:
Remer Brinson
Market President:
M. Shane Shook
Directors:
Christopher A. Hopkins, Chairman
Pollyann F. Martin
Britton J. McDade
Jeffery S. McLain
Our Community Boards of Directors are an extension of our bank. Their members are leaders within our communities
and vital to our mission of growing banking relationships. We are honored to have their support, service and expertise.
20 | AMERIS BANCORP
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CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual Report”) and the documents incorporated by reference herein may contain
certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some
cases, forward-looking statements can be identified by the use of words such as “may,” “might,” “will,” “would,” “should,”
“could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “probable,” “potential,” “possible,” “target,”
“continue,” “look forward,” or “assume,” and words of similar import. Forward-looking statements are not historical facts but
instead express only management’s beliefs regarding future results or events, many of which, by their nature, are inherently
uncertain and outside of management’s control. It is possible that actual results and events may differ, possibly materially, from
the anticipated results or events indicated in these forward-looking statements. Forward-looking statements are not guarantees
of future performance, and we caution you not to place undue reliance on these statements.
You should understand that important factors, including, but not limited to, the following, in addition to those described in Part
I, Item 1A., “Risk Factors,” and elsewhere in this Annual Report, as well as in the documents which are incorporated by
reference into this Annual Report, and those described from time to time in our future reports filed with the Securities and
Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), could cause
actual results to differ materially from those expressed in such forward-looking statements:
•
the effects of changes in interest rates on the levels, composition and costs of deposits, loan demand and the values and
liquidity of loan collateral, securities and interest-sensitive assets and liabilities;
•
the impact of recent or proposed changes in fiscal, monetary and economic policy, laws and regulations, or the
interpretation or application thereof, and the uncertainty of future implementation and enforcement of these policies
and regulations;
•
the effects of future economic, business and market conditions and changes, including economic downturns and
contractions and seasonality;
•
competition in the financial services industry, including competition from nontraditional banking institutions such as
fintechs and non-bank lenders;
•
our ability to realize the expected benefits from our strategic initiatives or other operational and execution goals in the
time period expected, which could negatively affect our future profitability;
•
legislative and regulatory changes, including changes in banking, securities and tax laws, regulations and policies and
their application by our regulators;
•
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;
•
changes in accounting rules, practices and interpretations;
•
changes in borrower credit risks and payment behaviors;
•
changes in the availability and cost of credit and capital in the financial markets;
•
changes in the prices, values and sales volumes of residential and commercial real estate;
•
the effects of concentrations in our loan portfolio;
•
our ability to resolve nonperforming assets;
•
the failure of assumptions and estimates underlying the establishment of reserves for possible credit losses and other
estimates and valuations;
•
the risks associated with any acquisitions, mergers or divestitures we may undertake in the future, including, without
limitation, the related time and costs of implementing such transactions, integrating operations as part of these
3
transactions and possible failures to achieve expected gains, revenue growth, expense savings and/or other results from
such transactions;
•
our strategic implementation of new lines of business, new products and services, and new technologies, as well as
changes in technology or products that may be more difficult, costly or less effective than anticipated;
•
the effects of hurricanes, floods, tornados or other natural disasters, geopolitical events, acts of war or terrorism or
other hostilities, public health crises, pandemics or other catastrophic events beyond our control;
•
our ability to attract and retain key employees and their customer and community relationships;
•
the impact of any future U.S. federal government shutdown and uncertainty regarding the U.S. government's debt limit
and credit rating;
•
the costs and effects of litigation, investigations or similar matters, or adverse facts and developments related thereto;
•
fluctuation in our stock price and general volatility in the stock market; and
•
the effects of any damage to our reputation resulting from developments related to any of the items identified above.
Our management believes the forward-looking statements about us are reasonable. However, you should not place undue
reliance on them, which reflect management's opinions only as of the date hereof. Any forward-looking statements in this
Annual Report and the documents incorporated by reference herein are not guarantees of future performance. They involve
risks, uncertainties and assumptions, and actual results, developments and business decisions may differ from those
contemplated by those forward-looking statements, and such differences may be material. Many of the factors that will
determine these results are beyond our ability to control or predict. Except as required by law, we disclaim any duty to update
any forward-looking statements, all of which are expressly qualified by the statements in this section.
4
PART I
As used in this Annual Report, the terms “we,” “us,” “our,” “Ameris” and the “Company” refer to Ameris Bancorp and its
subsidiaries (unless the context indicates another meaning).
ITEM 1. BUSINESS
OVERVIEW
We are a financial holding company whose business is conducted primarily through our wholly owned banking subsidiary,
Ameris Bank (the “Bank”), which provides a full range of banking services to its retail and commercial customers who are
primarily concentrated in select markets in Georgia, Alabama, Florida, North Carolina and South Carolina. The Company’s
executive office is located at 3490 Piedmont Road N.E., Suite 1550, Atlanta, Georgia 30305, our telephone number is (404)
639-6500 and our internet address is www.amerisbank.com. We operate 163 full-service domestic banking offices. We do not
operate in any foreign countries. At December 31, 2025, we had approximately $27.52 billion in total assets, $22.14 billion in
total loans, $22.38 billion in total deposits and $4.08 billion of shareholders’ equity. Our deposits are insured, up to applicable
limits, by the Federal Deposit Insurance Corporation (the “FDIC”).
We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act available free of charge on our website
at www.amerisbank.com as soon as reasonably practicable after we electronically file such material with the SEC. These
reports are also available without charge on the SEC’s website at www.sec.gov.
The Parent Company
Our primary business as a bank holding company is to manage the business and affairs of the Bank. As a bank holding
company, we perform certain shareholder and investor relations functions and seek to provide financial support, if necessary, to
the Bank.
Ameris Bank
Our principal subsidiary is the Bank, which is headquartered in Atlanta, Georgia and operates financial centers primarily
concentrated in select markets in Georgia, Alabama, Florida, North Carolina and South Carolina. These locations serve distinct
communities in our business areas with autonomy but do so as one bank, leveraging our favorable geographic footprint in an
effort to acquire and serve more customers. The Bank provides a full range of traditional banking and lending products,
treasury and cash management, insurance premium financing, and mortgage and refinancing services. Through select lending
channels, the Bank also serves consumer and business customers nationwide.
Strategy
We seek to increase our presence and grow the “Ameris” brand in the markets that we currently serve in Georgia, Alabama,
Florida, North Carolina and South Carolina and in neighboring communities that present attractive opportunities for
expansion. Management has pursued this objective through a prudent operating and growth strategy. Our community banking
philosophy emphasizes personalized service and building broad and deep customer relationships, which has historically
provided us with a substantial base of low-cost core deposits. Our markets are managed by senior level, experienced decision
makers in a decentralized structure that differentiates us from our larger competitors. Management believes that this structure,
along with involvement in and knowledge of our local markets, will continue to provide growth and assist in managing risk
throughout our Company.
We have maintained our focus on a long-term strategy of expanding and diversifying our franchise in terms of revenues,
profitability and asset size. Our growth historically has been enhanced significantly through both organic growth and
acquisitions. We expect to continue to enhance our franchise through prudent acquisition activity when appropriate
opportunities arise, and we intend to continue to prioritize organic growth in our business lines as well.
5
BANKING SERVICES
Lending Activities
General. The Company maintains a diversified loan portfolio by providing a broad range of commercial and retail lending
services to business entities and individuals. We provide commercial business loans, commercial and residential real estate
construction and mortgage loans, consumer loans, agricultural loans, revolving lines of credit and letters of credit. The
Company also originates first mortgage residential mortgage loans intended for sale and generally enters into a commitment to
sell these loans in the secondary market. In addition, the Company may buy loan participations or portions of national credits
from time to time. We have not made or participated in foreign, energy-related or subprime loans.
At December 31, 2025, our loan portfolio totaled approximately $22.14 billion, representing approximately 80.5% of our total
assets. For additional discussion of our loan portfolio, see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Loans.”
Commercial Real Estate Loans. This portion of our loan portfolio has grown significantly over the past few years and
represents the largest segment of our loan portfolio. Commercial real estate loans include loans secured by owner-occupied
commercial buildings for office, storage, retail, farmland and warehouse space. They also include multifamily residential
properties and non-owner occupied commercial buildings such as leased retail and office space. These loans also include
extensions for the acquisition, development or construction of commercial properties. The loans are underwritten with an
emphasis on the viability of the project, the borrower’s ability to meet certain minimum debt service requirements and an
analysis and review of the collateral and guarantors, if any.
Residential Real Estate Mortgage Loans. Ameris originates adjustable and fixed-rate residential mortgage loans. These
mortgage loans are generally originated under terms and conditions consistent with secondary market guidelines. Some of these
loans will be placed in the Company’s loan portfolio; however, a majority are sold in the secondary market. The residential real
estate mortgage loans that are included in the Company’s loan portfolio are usually owner-occupied and generally amortized
over a 30-year period and, in the case of adjustable rate loans, repriced after an initial fixed-rate term of five to ten years.
Commercial and Industrial Loans. Generally, commercial and industrial loans consist of loans made primarily to
manufacturers, wholesalers and retailers of goods, service companies, municipalities and other industries. These loans are made
for acquisition, expansion, working capital and equipment financing and may be secured by accounts receivable, inventory,
equipment, personal guarantees or other assets. The Company monitors these loans by requesting submission of corporate and
personal financial statements and income tax returns. The primary repayment risk for commercial loans is the failure of the
business due to economic or financial factors. The Company has also generated loans which are guaranteed by the U.S. Small
Business Administration (the “SBA”). SBA loans are generally underwritten in the same manner as conventional loans
generated for the Bank’s portfolio. Periodically, a portion of the loans that are secured by the guaranty of the SBA will be sold
in the secondary market. Management believes that making such loans helps the local community and also provides Ameris
with a source of income and solid future lending relationships as such businesses grow and prosper. The Company also
originates, administers and services commercial insurance premium finance loans made to borrowers throughout the United
States.
Consumer Loans. Our consumer loans include home improvement, home equity, loans secured by savings accounts and
personal credit lines. The terms of these loans typically range from 12 to 240 months and vary based upon the nature of
collateral and size of the loan. These loans are generally secured by various assets owned by the consumer.
Agricultural Loans. Our agricultural loans are extended to finance crop production, the purchase of farm-related equipment or
farmland and the operations of dairies, poultry producers, livestock producers and timber growers. Agricultural loans typically
involve seasonal balance fluctuations. Although we typically look to an agricultural borrower’s cash flow as the principal
source of repayment, agricultural loans are also generally secured by a security interest in the crops or the farm-related
equipment and, in some cases, an assignment of crop insurance and mortgage on real estate. The lending officer visits the
borrower regularly during the growing season and re-evaluates the loan in light of the borrower’s updated cash flow
projections. A portion of our agricultural loans are guaranteed by the Farm Service Agency Guaranteed Loan Program.
Credit Administration
We seek to maintain a comprehensive lending policy that meets the credit needs of each of the communities served by the
Bank, including low and moderate-income customers, and to employ lending procedures and policies consistent with this
approach. All loans are subject to our corporate loan policy and financing guide, which is reviewed annually and updated as
6
needed. Our lending policy requires, among other things, an analysis of the borrower's cash flow and ability to service the
debt. The loan policy provides that lending officers and our local market presidents have discretion to approve loans in varying
principal amounts up to established limits, and our credit officers review and approve loans that exceed such limits.
Individual lending authority is assigned by the Company’s Chief Credit Officer, as is the maximum limit of new extensions of
credit that may be approved in each market. These approval limits are reviewed annually by the Company and adjusted as
needed. All requests for extensions of credit in excess of any of these limits are reviewed by a credit officer as appropriate.
When the request for approval exceeds the authority level of the credit officer, the approval of the Company’s Chief Credit
Officer and/or the Company’s loan committee is required. All new loans or modifications to existing loans in excess of
$500,000 are reviewed monthly by the Company’s Credit Administration Department with the lender responsible for the credit.
In addition, our ongoing loan review program subjects the portfolio to sampling and objective review by our ongoing internal
loan review process which is independent of the originating loan officer.
Each lending officer has authority to make loans only in the market area in which his or her Bank office is located and its
contiguous counties. Occasionally, a credit officer or our loan committee will approve the making of a loan outside the market
areas of the Bank, provided the Bank has a prior relationship with the borrower. Our lending policy requires analysis of the
borrower’s cash flow and ability to service the debt.
The Bank originates loans outside of our market areas through our national lines of business, including equipment finance,
premium finance and government guaranteed lending.
We actively market our services to qualified lending customers in both the commercial and consumer sectors. Our commercial
lending officers actively solicit the business of new companies entering the market as well as longstanding members of that
market’s business community. Through personalized professional service and competitive pricing, we have been successful in
attracting new commercial lending customers. At the same time, we actively advertise our consumer loan products and
continually seek to make our lending officers more accessible.
The Bank continually monitors its loan portfolio to identify areas of concern and to enable management to take corrective
action when necessary. Local market presidents and lending officers meet periodically to review all past due loans, the status of
large loans and certain other credit or economic related matters. Individual lending officers are responsible for the collection of
past due amounts and monitoring any changes in the financial status of the borrowers. Loans that are serviced by others, such as
certain residential mortgage loans, are monitored by the line of business and the Company’s credit officers, although ultimate
collection of past due amounts is the responsibility of the servicing agents.
Investment Activities
Our investment policy is designed to maximize income from funds not needed to meet loan demand in a manner consistent with
appropriate liquidity and risk management objectives. Under this policy, our Company may invest in U.S. Treasury obligations,
securities issued by U.S. government-sponsored agencies, state and municipal obligations, mortgage-backed securities,
corporate obligations and satisfactorily-rated trust preferred obligations. Investments in our portfolio must satisfy certain quality
criteria. Our Company’s investments must be “investment-grade” as determined by a nationally recognized investment rating
service. Investment securities where the Company has determined a certain level of credit risk are periodically reviewed to
determine the financial condition of the issuer and to support the Company’s decision to continue holding the security. Our
Company may purchase non-rated municipal bonds only if the issuer of such bonds is located in the Company’s general market
area and such bonds are determined by the Company to have a credit risk no greater than the minimum ratings referred to
above. Traditionally, the Company has purchased and held investment securities with very high levels of credit quality,
favoring investments backed by direct or indirect guarantees of the U.S. government.
While our asset/liability management policy permits our Company to trade securities to improve the quality of yields or
marketability or to realign the composition of the portfolio, the Bank historically has not done so to any significant extent.
Our Asset and Liability Committee (the “ALCO Committee”) implements the investment policy and portfolio strategies and
monitors the portfolio. Reports on purchases, sales, net profits or losses and market appreciation or depreciation of the bond
portfolio are provided to our board of directors (the “Board”) each quarter. The written investment policy is reviewed annually
by the Board and updated as needed.
The Company’s securities are held in safekeeping accounts at approved correspondent banks.
7
Deposits
The Company provides a full range of deposit accounts and services to both retail and commercial customers. These deposit
accounts have a variety of interest rates and terms and consist of interest-bearing and noninterest-bearing accounts, including
commercial and retail checking accounts, interest-bearing savings accounts, money market accounts, individual retirement
accounts and certificates of deposit. Our Bank obtains most of its deposits from individuals and businesses in its market areas.
Brokered deposits are deposits obtained by utilizing an outside broker that is paid a fee. The Bank utilizes brokered deposits to
accomplish several purposes, such as (i) acquiring a certain maturity and dollar amount without repricing the Bank’s current
customers which could increase or decrease the overall cost of deposits and (ii) acquiring certain maturities and dollar amounts
to help manage interest rate risk.
Other Funding Sources
The Federal Home Loan Bank (“FHLB”) allows the Company to obtain advances through its credit program. These advances
are secured by securities owned by the Company and held in safekeeping by the FHLB, FHLB stock owned by the Company
and certain qualifying loans secured by real estate, including residential mortgage loans, home equity lines of credit and
commercial real estate loans. The Company maintains credit arrangements with various other financial institutions to purchase
federal funds. The Company participates in the Federal Reserve discount window borrowing program.
On September 28, 2020, the Company completed the public offering and sale of $110.0 million in aggregate principal amount
of its 3.875% Fixed-To-Floating Rate Subordinated Notes due 2030. The subordinated notes were sold to the public at par. The
subordinated notes were scheduled to mature on October 1, 2030 and through September 30, 2025 bore a fixed rate of interest
of 3.875% per annum. Beginning October 1, 2025, the interest rate on the subordinated notes was to reset quarterly to a floating
rate per annum equal to the then-current three-month SOFR plus 3.753%. The Company elected to redeem all the outstanding
notes on October 1, 2025.
The Company has long-term subordinated deferrable interest debentures with a net book carrying value of $134.3 million as of
December 31, 2025. The majority of these trust preferred securities were assumed as liabilities in previous whole bank
acquisitions.
The Company may also enter into repurchase agreements. These repurchase agreements are treated as short-term borrowings
and are reflected on the Company’s balance sheet as such.
MARKET AREAS AND COMPETITION
The banking industry in general, and in the southeastern United States specifically, is highly competitive and dramatic changes
continue to occur throughout the industry. While our select market areas in Georgia, Alabama, Florida, North Carolina and
South Carolina have experienced strong population growth in recent decades, intense market demands, national and local
economic pressures, including a higher interest rate environment, and increased customer awareness of product and service
differences among financial institutions have forced banks to diversify their services and become much more cost
effective. Over the past few years, our Bank has faced strong competition in attracting deposits at profitable levels. Competition
for deposits comes from other commercial banks, thrift institutions, savings banks, internet banks, credit unions, and brokerage
and investment banking firms. Interest rates, online banking capabilities, convenience of office locations and marketing are all
significant factors in our Bank’s competition for deposits.
Competition for loans comes from other commercial banks, thrift institutions, savings banks, insurance companies, consumer
finance companies, credit unions, mortgage companies, leasing companies and other institutional and non-traditional lenders. In
order to remain competitive, our Bank has varied interest rates and loan fees to some degree as well as increased the number
and complexity of services provided. We have not varied or altered our underwriting standards in any material respect in
response to competitor willingness to do so. Competition is affected by the general availability of lendable funds, general and
local economic conditions, current interest rate levels and other factors that are not readily predictable.
Competition among providers of financial products and services continues to increase with consumers having the opportunity to
select from a growing variety of traditional and nontraditional alternatives, including FinTech firms, stablecoin issuers and
other non-bank providers of financial services. While technological innovation has been central to the development of the
financial services industry and to our strategy, tech firms increasingly compete directly with banks for a variety of financial
product offerings. Management expects that competition will become more intense in the future due to changes in state and
federal laws and regulations and the entry of additional bank and non-bank competitors. Further, the industry continues to
8
consolidate, which affects competition by eliminating some regional and local institutions, while strengthening the franchise of
acquirers. See “Supervision and Regulation” under this Item.
HUMAN CAPITAL
At Ameris, we consider our teammates to be our greatest strength. At December 31, 2025, the Company employed 2,673 full-
time-equivalent employees, primarily located in our core markets of Georgia, Alabama, Florida, North Carolina and South
Carolina.
We take pride in listening to our employees, welcoming unique perspectives, supporting personal and professional growth and
developing natural strengths. For example, each year the Company administers an employee engagement survey to gather
meaningful insights and data which is used as we continue to make improvements at Ameris and build upon our strong culture.
The input obtained from these surveys helps the Board and executive officers to execute on initiatives such as the Ameris
Foundation, leadership training, inclusivity and career development initiatives.
Effective and frequent communication is critical to supporting our growing culture and teammate needs and is carried out
through regular e-newsletters, executive announcements, and bulletins which provide access to information regarding Company
news, alerts and updates, as well as educational opportunities and programs.
Support and Benefits
Providing employees with meaningful, competitive and supportive benefits to care for their lives and families is a top priority
for the Company. We’re proud to offer a comprehensive benefits package that includes medical, dental, vision and life
insurance, paid time-off, 401(k) profit-sharing plan participation and an employee stock purchase plan. The Company’s 401(k)
plan matches 50% of each employee’s elective deferral amount, up to the first 8% of the contribution.
The Company’s benefits programs also include access to a network of nearby providers with options for either in-person care or
virtual visits at any time. Our behavioral health benefit offers support for such issues as alcohol and drug use recovery,
medication management, coping with grief and loss, and depression, anxiety and stress management.
Personal and Professional Growth
At Ameris, our leaders develop action plans and provide mentorship to help employees reach their aspirations. Our teammates
are encouraged to share their goals and dreams, and we take pride in offering professional growth opportunities through our
robust learning and development initiatives.
Mentorship at all levels is encouraged throughout our organization, as it supports our culture of learning and commitment to our
teammates, new ideas and leadership development. Mentor Ameris is the Bank’s formal mentorship program, whereby
annually, high potential colleagues are identified as mentees and paired with a selected mentor at the Bank. A total of 23
mentees were selected to participate in the program in 2025. The program is a twenty-month commitment that is designed to
encourage a lifelong mentee-mentor relationship.
Launched at the end of 2020, our Leadership Development Program is a self-paced, three-tiered program available to all
teammates, with coursework specific to leading self, leading others and leading leaders. We believe that effective and
meaningful leadership development will further elevate the Company and support us in continuing to attract and retain top
talent. At the end of 2025, we had a total of 616 teammates who were enrolled in or completed the program.
The development of our employees’ skills and knowledge is critical to the success of the Company. Our educational assistance
program, which provides for reimbursement of certain education expenses, encourages personal development through formal
education such as a degree, licensing or certification, so that teammates can maintain and improve their skills or knowledge
related to their current job or foreseeable-future position at Ameris. The importance of having career development discussions
and guidance with employees is shared and reinforced during manager training sessions as well, as the Company recognizes
these discussions are critical to establishing pathways for career growth.
We also focus on creating a culture that acknowledges and respects the various qualities, experiences and perspectives of every
teammate. We aim to establish a workplace where everyone has the opportunity to contribute effectively and maximize their
potential. Our objective is to ensure that all teammates, regardless of their background, have equal opportunities for success.
We support open communication, teamwork, and active participation from all teammates, representing a wide range of
9
viewpoints and experiences. By adopting these principles, we seek to develop a stronger, more innovative, and inclusive
organization that serves our customers and communities efficiently.
SUPERVISION AND REGULATION
General
We are extensively regulated, supervised and examined under federal and state law. Generally, these laws and regulations are
intended to protect our Bank’s depositors, the FDIC’s Deposit Insurance Fund (the “DIF”) and the broader banking system, and
not our shareholders. These laws and regulations cover all aspects of our business, including lending and collection practices,
treatment of our customers, safeguarding deposits, customer privacy and information security, capital structure, liquidity,
dividends and other capital distributions, and transactions with affiliates. Such laws and regulations directly and indirectly
affect key drivers of our profitability, including, for example, capital and liquidity, product offerings, risk management and
costs of compliance. In addition, changes to these laws and regulations, including as a result of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (the “Dodd-Frank Act”) and regulations promulgated thereunder, have had, and may
continue to have, a significant impact on our business, results of operations and financial condition. As a result, the extensive
laws and regulations to which we are subject and with which we must comply significantly impact our earnings, results of
operations, financial condition and competitive position.
Set forth below is a summary of certain provisions of key federal and state laws that affect the regulation of bank holding
companies and banks. The discussion is qualified in its entirety by reference to applicable laws and regulations. Changes in
such laws and regulations may have a material effect on our business and prospects.
Supervision and Examination Authorities
As a bank holding company and financial holding company, Ameris is subject to regulation, supervision and enforcement by
the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Our Bank has a Georgia state charter and is
subject to regulation, supervision and enforcement by the Georgia Department of Banking and Finance (the “GDBF”). In
addition, as a state non-member bank, the Bank is subject to regulation, supervision and enforcement by the FDIC as the Bank’s
primary federal regulator. The Federal Reserve, the FDIC and the GDBF regularly examine the operations of the Company and
the Bank and are given the authority to approve or disapprove mergers, consolidations, the establishment of branches and
similar corporate actions. These agencies also have the power to prevent the continuance or development of unsafe or unsound
banking practices or other violations of law.
In addition, the Consumer Financial Protection Bureau (the “CFPB”) supervises the Bank with respect to consumer protection
laws and regulations.
Federal Law Restrictions on the Company’s Activities and Investments
As a registered bank holding company, we are subject to regulation under the Bank Holding Company Act (the “BHCA”) and
to the supervision, examination and reporting requirements of the Federal Reserve.
The BHCA and its implementing regulations prohibit bank holding companies from engaging in certain transactions without the
prior approval of the Federal Reserve, including (i) acquiring direct or indirect control of more than 5% of the voting shares of
any bank or bank holding company, (ii) acquiring all or substantially all of the assets of any bank and (iii) merging or
consolidating with any other bank holding company. In determining whether to approve such a transaction, the Federal Reserve
is required to consider a variety of factors, including the competitive impact of the transaction; the financial condition,
managerial resources and future prospects of the bank holding companies and banks involved; the convenience and needs of the
communities to be served, including the applicant’s record of performance under the Community Reinvestment Act; and the
effectiveness of the parties in combating money laundering activities. The Bank Merger Act imposes similar review and
approval requirements in connection with acquisitions and mergers involving banks.
On September 17, 2024, the United States Department of Justice (the “DOJ”) withdrew its 1995 Bank Merger Guidelines and
announced that it will instead evaluate the competitive impact of bank mergers using its 2023 Merger Guidelines that the DOJ
applies to mergers in all industries. Compared to the 1995 Bank Merger Guidelines, the 2023 Merger Guidelines set forth more
stringent concentration limits and add several largely qualitative bases on which the DOJ may challenge a merger. While the
effect of this change in the DOJ’s bank merger antitrust policy for particular transactions remains unclear, the change in policy
10
may make it more difficult and/or costly for us to obtain regulatory approval for an acquisition or otherwise result in more
onerous conditions to obtain approval for an acquisition.
Additionally, under the Change in Bank Control Act and the BHCA, a person or company that acquires control of a bank
holding company or bank must obtain the non-objection or approval of the Federal Reserve in advance of the acquisition. For a
publicly-traded bank holding company such as Ameris, control for purposes of the Change in Bank Control Act is presumed to
exist if the acquirer will have 10% or more of any class of the company’s voting securities.
The BHCA generally prohibits a bank holding company and its subsidiaries from engaging in, or acquiring control of a
company engaged in, activities other than managing or controlling banks, activities that the Federal Reserve has determined to
be closely related to banking and certain other permissible non-banking activities. However, a bank holding company that is
qualified and has elected to be a financial holding company, as Ameris did in 2000, may engage in, or acquire control of a
company engaged in, an expanded set of financial activities. As a result of our financial holding company election, we may
engage in activities that are financial in nature or incidental or complementary to financial activities, including insurance
underwriting, securities underwriting and dealing, and making merchant banking investments in commercial and financial
companies, provided that we and the Bank continue to meet certain regulatory standards and comply with applicable regulatory
notice requirements. If we or the Bank ceased to be “well capitalized” or “well managed” under applicable regulatory standards,
or if the Bank received a rating of less than Satisfactory under the Community Reinvestment Act, our ability to conduct these
broader financial activities would be limited.
A provision of the BHCA known as the Volcker Rule limits our and the Bank’s ability to engage in proprietary trading (i.e.,
engaging as principal in any purchase or sale of one or more financial instruments) or to acquire or retain as principal any
ownership interest in or sponsor a covered fund, including private equity and hedge funds.
Source of Strength
As a bank holding company, we are expected to act as a source of financial strength for the Bank and to commit resources to
support the Bank. This support may be required at times when we might not be inclined to provide it. In addition, any capital
loans made by us to the Bank will be repaid only after the Bank’s deposits and various other obligations are repaid in full.
Payment of Dividends and Other Restrictions
Ameris is a legal entity separate and distinct from its subsidiaries. The principal source of our cash revenues is dividends from
the Bank. Federal and state law limit the Bank’s ability to pay dividends to Ameris.
Under Georgia law, the prior approval of the GDBF is required before any cash dividends may be paid by a state bank if (i)
total classified assets at the most recent examination of such bank exceed 80% of the bank’s Tier 1 capital (plus allowance for
loan losses), (ii) the aggregate amount of dividends declared or anticipated to be declared by the bank in the calendar year
exceeds 50% of its net profits for the previous calendar year, or (iii) the ratio of the bank’s Tier 1 capital to adjusted total assets
is less than 6%. As of December 31, 2025, there was approximately $218.8 million of retained earnings of our Bank available
for payment of cash dividends under applicable regulations without obtaining regulatory approval.
Under federal law, the ability of an insured depository institution such as the Bank to pay dividends or other distributions is
restricted or prohibited if (i) the institution would fail to satisfy the regulatory capital conservation buffer requirement following
the distribution, (ii) the distribution would cause the institution to become undercapitalized or (iii) the institution is in default of
its payment of deposit insurance assessments to the FDIC. In addition, the FDIC has the authority to prohibit the Bank from
engaging in an unsafe or unsound banking practice. The payment of dividends could, depending upon the financial condition of
the Bank, be deemed to constitute an unsafe or unsound practice in conducting the Bank’s business.
As a bank holding company, dividends paid by Ameris to its shareholders are subject to federal law limitations. The Federal
Reserve has adopted the policy that a bank holding company should pay cash dividends only to the extent that the company’s
net income for the past year is sufficient to cover the cash dividends and that the company’s rate of earning retention is
consistent with the company’s capital needs, asset quality and overall financial condition. In addition, a bank holding company
is required to consult with or notify the Federal Reserve prior to purchasing or redeeming its outstanding equity securities in
certain circumstances, including if the gross consideration for the purchase or redemption, when aggregated with the net
consideration paid by the company for all such purchases or redemptions during the preceding 12 months, is equal to 10% or
more of the company's consolidated net worth. A bank holding company that is well-capitalized, well-managed and not the
subject of any unresolved supervisory issues is exempt from this notice requirement.
11
Capital Adequacy
Bank holding companies and banks are required to maintain minimum regulatory capital ratios imposed under both federal and
state law. The Federal Reserve and the FDIC, the primary regulators of Ameris and the Bank, respectively, have adopted
substantially similar regulatory capital frameworks, which use both risk-based and leverage-based measures of capital
adequacy. Under these frameworks, Ameris and the Bank must each maintain a common equity Tier 1 capital to total risk-
weighted assets ratio of at least 4.5%, a Tier 1 capital to total risk-weighted assets ratio of at least 6%, a total capital to total
risk-weighted assets ratio of at least 8% and a leverage ratio of Tier 1 capital to average total consolidated assets of at least 4%.
Ameris and the Bank are also required to maintain a capital conservation buffer of common equity Tier 1 capital of at least
2.5% of risk-weighted assets in addition to the minimum risk-based capital ratios in order to avoid certain restrictions on capital
distributions and discretionary bonus payments.
Under the capital rules, common equity Tier 1 capital generally includes certain common stock instruments (plus any related
surplus), retained earnings and certain minority interests in consolidated subsidiaries (subject to certain limitations). Additional
Tier 1 capital generally includes noncumulative perpetual preferred stock (plus any related surplus) and certain minority
interests in consolidated subsidiaries (subject to certain limitations). Tier 2 capital generally includes certain subordinated debt
(plus related surplus), certain minority interests in consolidated subsidiaries (subject to certain limitations) and a portion of the
allowance for credit losses (“ACL”). Common equity tier 1 capital, additional Tier 1 capital and Tier 2 capital are each subject
to various regulatory deductions and adjustments. In general, the risk-based capital standards are designed to make regulatory
capital requirements sensitive to differences in risk profile by risk weighting assets and off-balance-sheet exposures based on
risk categories.
Failure to meet these capital requirements could subject Ameris and the Bank to a variety of enforcement actions, including the
issuance of a capital directive, the termination of deposit insurance by the FDIC and certain other restrictions on our business.
In addition, under the FDIC’s “prompt corrective action” framework, the FDIC may impose various restrictions, including
limitations on growth and the payment of dividends, if the Bank becomes undercapitalized. Under this framework, the Bank is
considered to be “well capitalized” if it has a common equity Tier 1 risk-based capital ratio of 6.5% or greater, a Tier 1 risk-
based capital ratio of 8% or greater, a total risk-based capital ratio of 10% or greater and a leverage ratio of 5% or greater, and
is not subject to any order or written directive by the appropriate regulatory authority to meet and maintain a specific capital
level for any capital measure.
The Federal Deposit Insurance Act prohibits an insured bank from accepting brokered deposits or offering interest rates on any
deposits significantly higher than the prevailing rate in the bank’s normal market area or nationally (depending upon where the
deposits are solicited) unless it is “well-capitalized,” or is “adequately capitalized” and has received a waiver from the FDIC. A
bank that is “adequately capitalized” and that accepts brokered deposits under a waiver from the FDIC may not pay an interest
rate on any deposit in excess of 75 basis points over certain prevailing market rates. There are no such restrictions on a bank
that is “well-capitalized.”
At December 31, 2025, the Company exceeded its minimum capital requirements, inclusive of the capital conservation buffer,
on a consolidated basis with common equity Tier 1 capital, Tier 1 capital and total capital equal to 13.17%, 13.17% and 15.01%
of its total risk-weighted assets, respectively, and a Tier 1 leverage ratio of 11.44%. At December 31, 2025, the Bank exceeded
its minimum capital requirements, inclusive of the capital conservation buffer, with common equity Tier 1 capital, Tier 1 capital
and total capital equal to 13.43%, 13.43% and 14.69% of its total risk-weighted assets, respectively, and a Tier 1 leverage ratio
of 11.67%, and was “well-capitalized” for prompt corrective action purposes based on the ratios and guidelines described
above.
Transactions with Affiliates and Insiders, Tying Arrangements and Lending Limits
The Bank is subject to certain restrictions in its dealings with Ameris and its affiliates. Transactions between banks and any
affiliate are governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank typically is any company or
entity that controls or is under common control with the bank, including the bank’s parent holding company and non-bank
subsidiaries of that holding company. Some but not all subsidiaries of a bank may be exempt from the definition of an affiliate.
Generally, Sections 23A and 23B (i) limit the extent to which the bank or its subsidiaries may engage in “covered transactions”
with any one affiliate to an amount equal to 10% of the bank’s capital stock and surplus, and limit the aggregate of all such
transactions with all affiliates to an amount equal to 20% of such capital stock and surplus, and (ii) require that all such
transactions be on terms substantially the same, or at least as favorable to the bank or subsidiary, as those that would be
provided to a non-affiliate. The term “covered transaction” includes the making of a loan to an affiliate, the purchase of assets
from an affiliate, the issuance of a guarantee on behalf of an affiliate and several other types of transactions. Extensions of
credit to an affiliate usually must be over-collateralized.
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Under Section 22 of the Federal Reserve Act, as implemented by the Federal Reserve’s Regulation O, restrictions also apply to
extensions of credit by a bank to its executive officers, directors, principal shareholders and their related interests, and to similar
individuals at the holding company or affiliates. In general, such extensions of credit (i) may not exceed certain dollar
limitations, (ii) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with third parties and (iii) must not involve more than the normal risk of repayment or present
other unfavorable features. Certain extensions of credit to these insiders also require the approval of the bank’s board of
directors. Additionally, the Federal Deposit Insurance Act and Georgia law limit asset sales and purchases between a bank and
its insiders.
Under anti-tying rules of federal law, a bank may not extend credit, lease, sell property or furnish any service or fix or vary the
consideration for them on the condition that (i) the customer obtain or provide some additional credit, property or service from
or to the bank or its holding company or their subsidiaries (other than those related to and usually provided in connection with a
loan, discount, deposit or trust service) or (ii) the customer not obtain some other credit, property or service from a competitor,
except to the extent reasonable conditions are imposed to assure the soundness of the credit extended. The federal banking
agencies have, however, allowed banks to offer combined-balance products and otherwise to offer more favorable terms if a
customer obtains two or more traditional bank products.
Under Georgia law, a state bank is generally prohibited from making loans, having obligations or having credit exposure as a
counterparty in a derivative transaction to any one borrower in an amount exceeding 15% of the bank’s statutory capital base,
or 25% of the bank’s statutory capital base if the entire amount is secured by good collateral or other ample security (as defined
by law).
Reserves
Pursuant to regulations of the Federal Reserve, an insured depository institution must maintain reserves against its transaction
accounts. Because required reserves generally must be maintained in the form of vault cash, with a pass-through correspondent
bank, or in the institution’s account at a Federal Reserve Bank, the effect of the reserve requirement may be to reduce the
amount of an institution’s assets available for lending or investment. During 2020, in response to the COVID-19 pandemic, the
Federal Reserve reduced all reserve requirement ratios to zero. The Federal Reserve indicated that it may adjust reserve
requirement ratios in the future if conditions warrant.
FDIC Insurance Assessments
The Bank’s deposits are insured to the maximum extent permitted by the DIF. The Bank is required to pay quarterly premiums,
known as assessments, for this deposit insurance coverage. The FDIC uses a risk-based assessment system that imposes
insurance premiums as determined by multiplying an insured bank’s assessment base by its assessment rate. A bank’s deposit
insurance assessment base is generally equal to its total assets minus its average tangible equity during the assessment period.
The Bank’s regular assessments are determined within a range of base assessment rates based in part on the Bank’s CAMELS
composite rating, taking into account other factors and adjustments. The CAMELS rating system is a supervisory rating system
developed to classify a bank’s overall condition by taking into account capital adequacy, assets, management capability,
earnings, liquidity and sensitivity to market and interest rate risk. The methodology that the FDIC uses to calculate assessment
amounts is also based on the FDIC’s designated reserve ratio, which is currently 2%. Under the current methodology, the
Bank’s assessment rates are based on an initial base assessment rate of 5 to 32 cents per $100 of insured deposits, subject to
certain adjustments, and may range from 2.5 to 42 cents after applying adjustments. These rates will remain in effect until the
designated reserve ratio meets or exceeds 2%, absent further FDIC action.
The FDIC may terminate the deposit insurance of any insured depository institution, including the Bank, if the FDIC
determines after a hearing that the institution has engaged or is engaging in unsafe or unsound banking practices, is in an unsafe
or unsound condition to continue operations or has violated any applicable law, regulation or order or any condition imposed by
an agreement with the FDIC. The FDIC also may suspend deposit insurance temporarily during the hearing process for the
permanent termination of insurance if the institution has no tangible capital. Management is not aware of any existing
circumstances that would result in termination of the Bank’s deposit insurance.
On November 16, 2023, the FDIC approved a final rule to implement a special assessment over at least eight quarters to recover
the loss to the DIF resulting from the closures of Silicon Valley Bank and Signature Bank. The FDIC initially determined the
amount of the special assessment based on the initial amount of estimated loss to the DIF resulting from the receiverships, and
subsequently increased its estimate of the DIF's losses. The Company initially recognized an expense of $11.6 million in the
fourth quarter of 2023 related to the special assessment. Subsequently, the Company recognized additional expense, or reversal
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of expense, as the FDIC updated its estimate of the DIF's losses. The FDIC issued a final rule on December 16, 2025, further
updating the FDIC’s estimate of losses to the DIF and reducing the final assessment rate for the eighth calendar quarter. As a
result of the FDIC’s updated estimates, the Company recognized a reduction of expense of $1.1 million in the fourth quarter of
2025 related to the special assessment.
Federal Home Loan Bank System
Our Company has a correspondent relationship with the FHLB of Atlanta, which is one of 12 regional FHLBs that administer
the home financing credit function of banking institutions. Each FHLB is funded primarily from proceeds derived from the sale
of consolidated obligations of the FHLB system and makes advances to members in accordance with policies and procedures
established by the Board of Directors of the FHLB and subject to the oversight of the Federal Housing Finance Agency. All
advances from an FHLB are required to be fully secured by sufficient collateral as determined by the FHLB.
The FHLB of Atlanta offers certain services to our Company, such as processing checks and other items, buying and selling
federal funds, handling money transfers and exchanges, shipping coin and currency, providing security and safekeeping of
funds or other valuable items, and furnishing limited management information and advice. As compensation for these services,
our Company maintains certain balances with the FHLB of Atlanta in interest-bearing accounts.
Real Estate Lending Evaluations
The federal regulators have adopted uniform standards for evaluations of loans secured by real estate or made to finance
improvements to real estate. Banks are required to establish and maintain written internal real estate lending policies consistent
with safe and sound banking practices, and appropriate to the size of the institution and the nature and scope of its operations.
The regulations establish loan-to-value ratio limitations on real estate loans. Our Company’s loan policies establish limits on
loan-to-value ratios that are equal to or less than those established in such regulations.
Commercial Real Estate Concentrations
Under guidance issued by the federal banking regulators, a financial institution will be considered to have a significant
commercial real estate (“CRE”) concentration risk, and will be subject to enhanced supervisory expectations to manage that
risk, if (i) total reported loans for construction, land development and other land (“C&D”) represent 100% or more of the
institution’s tier 1 capital plus the allowance for credit losses attributable to loans and leases or (ii) total CRE loans represent
300% or more of the institution’s tier 1 capital plus the allowance for credit losses attributable to loans and leases and the
outstanding balance of the institution’s CRE loan portfolio has increased by 50% or more during the prior 36 months.
As of December 31, 2025, our C&D concentration as a percentage of capital totaled 43.0% and our CRE concentration, net of
owner-occupied loans, as a percentage of capital totaled 261.9%.
Branching
The Bank has branch offices in Alabama, Florida, Georgia, North Carolina and South Carolina. Current federal law authorizes
interstate acquisitions of banks and bank holding companies without geographic limitation, so long as the acquirer satisfies
certain conditions, including that it is “well capitalized” and “well managed.” Furthermore, a “well capitalized” and “well
managed” bank with its main office in one state is generally authorized to merge with a bank with its main office in another
state, subject to certain deposit-percentage limitations, aging requirements and other restrictions. After a bank has established
branches in a state through an interstate merger transaction, the bank may establish and acquire additional branches at any
location in the state where a bank headquartered in that state could have established or acquired branches under applicable
federal or state law.
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Community Reinvestment Act
The Community Reinvestment Act (the “CRA”) requires federal bank regulatory agencies to encourage financial institutions to
meet the credit needs of low- and moderate-income borrowers in their local communities. The agencies periodically examine
the CRA performance of each of the institutions for which they are the primary federal regulator and assign one of four ratings:
Outstanding; Satisfactory; Needs to Improve; or Substantial Noncompliance. In order for an insured depository institution and
its parent holding company to take advantage of certain regulatory benefits, such as expedited processing of applications and
the ability of the holding company to engage in new financial activities, the insured depository institution must maintain a
rating of Outstanding or Satisfactory. An institution’s size and business strategy determines the type of examination that it will
receive. The FDIC evaluates the Bank as a large, retail-oriented institution and applies performance-based lending, investment
and service tests. In its most recent CRA evaluation, as of October 31, 2022, the Bank was rated Satisfactory under the CRA.
In October 2023, the federal regulatory agencies issued a joint final rule to revise the CRA regulatory framework. On July 16,
2025, the agencies issued a proposal to rescind the October 2023 final rule and reinstate the CRA framework that existed prior
to the October 2023 final rule. The Bank's most recent performance evaluation was conducted using the CRA framework that
existed prior to the October 2023 final rule.
Debit Interchange Fee Limitations
Under the Durbin Amendment to the Dodd-Frank Act and the Federal Reserve’s implementing regulations, the debit card
interchange fee that the Bank charges merchants must be reasonable and proportional to the cost of clearing the transaction. The
maximum permissible interchange fee is capped at the sum of $0.21 plus five basis points of the transaction value for many
types of debit interchange transactions. The Bank may also recover $0.01 per transaction for fraud prevention purposes if it
complies with certain fraud-related requirements. The Federal Reserve also has established rules governing routing and
exclusivity that require debit card issuers to offer two unaffiliated networks for routing transactions on each debit or prepaid
product.
In October 2023, the Federal Reserve issued a proposal under which the maximum permissible interchange fee for an electronic
debit transaction would be the sum of 14.4 cents per transaction and 4 basis points multiplied by the value of the transaction. In
addition, the fraud-prevention adjustment would increase from a maximum of 1 cent to 1.3 cents. The proposal would adopt an
approach for future adjustments to the interchange fee cap, which would occur every other year based on issuer cost data
gathered by the Federal Reserve from large debit card issuers.
Anti-Money Laundering and Sanctions Compliance
The Bank Secrecy Act, (the “BSA”) the USA PATRIOT Act of 2001 and other federal laws and regulations require financial
institutions, among other things, to institute and maintain an effective anti-money laundering (“AML”) program. Under these
laws and regulations, the Bank is required to take steps to prevent the use of the Bank to facilitate the flow of illegal or illicit
money, to report large currency transactions and to file suspicious activity reports. In addition, the Bank is required to develop
and implement a comprehensive AML compliance program, as well as have in place appropriate “know your customer”
policies and procedures.
The federal Financial Crimes Enforcement Network of the Department of the Treasury, in addition to other bank regulatory
agencies, is authorized to impose significant civil money penalties for violations of these requirements and has recently engaged
in coordinated enforcement efforts with state and federal banking regulators, in addition to the U.S. Department of Justice, the
CFPB, the Drug Enforcement Administration and the Internal Revenue Service. Violations of AML requirements can also lead
to criminal penalties. In addition, the federal banking agencies are required to consider the effectiveness of a financial
institution’s AML activities when reviewing proposed bank mergers and bank holding company acquisitions.
The Office of Foreign Assets Control (“OFAC”) is responsible for administering economic sanctions that affect transactions
with designated foreign countries, foreign nationals and others, as defined by various Executive Orders and in various pieces of
legislation. OFAC publishes lists of persons, organizations and countries suspected of aiding, harboring or engaging in terrorist
acts. If we or the Bank find a name on any transaction, account or wire transfer that is on an OFAC list, we or the Bank must
freeze or block such account or transaction, file a suspicious activity report and notify the appropriate authorities. Failure to
comply with these sanctions could have serious legal and reputational consequences.
We and the Bank maintain policies, procedures and other internal controls designed to comply with these AML requirements
and sanctions programs.
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Consumer Protection Laws
The Bank is subject to a number of federal and state laws designed to protect customers and promote lending to various sectors
of the economy and population. These consumer protection laws apply to a broad range of our activities and to various aspects
of our business, and include laws relating to interest rates, fair lending, disclosures of credit terms and estimated transaction
costs to consumer borrowers, debt collection practices, the use of and the provision of information to consumer reporting
agencies, and the prohibition of unfair, deceptive or abusive acts or practices in connection with the offer, sale or provision of
consumer financial products and services. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act,
the Truth in Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act and the Fair Debt
Collection Practices Act, as well as their state law counterparts. At the federal level, most consumer financial protection laws
are administered by the CFPB, which supervises the Bank. Among other things, the CFPB has promulgated many mortgage-
related rules, including rules related to the ability to repay and qualified mortgage standards, mortgage servicing standards, loan
originator compensation standards, high-cost mortgage requirements, Home Mortgage Disclosure Act requirements and
appraisal and escrow standards for higher priced mortgages. The mortgage-related final rules issued by the CFPB have
materially restructured the origination, servicing and securitization of residential mortgages in the United States, and have
imposed significant compliance obligations and costs on mortgage lenders, including the Bank.
Violations of applicable consumer protection laws can result in significant potential liability, including actual damages,
restitution and injunctive relief, from litigation brought by customers, state attorneys general and other plaintiffs, as well as
enforcement actions by banking regulators and reputational harm.
Financial Privacy and Cybersecurity
Under the Gramm-Leach-Bliley Act, a financial institution must provide to its customers, at the inception of the customer
relationship and annually thereafter, the institution’s policies and procedures regarding the handling of customers’ nonpublic
personal financial information. The Gramm-Leach-Bliley Act also provides that, with certain limited exceptions, an institution
may not provide such personal information to unaffiliated third parties unless the institution discloses to the customer that such
information may be so provided and the customer is given the opportunity to opt out of such disclosure. Federal law makes it a
criminal offense, except in limited circumstances, to obtain or attempt to obtain customer information of a financial nature by
fraudulent or deceptive means.
The federal banking agencies pay close attention to the cybersecurity practices of banks, and the agencies include review of an
institution’s information technology and its ability to thwart cyberattacks in their examinations. An institution’s failure to have
adequate cybersecurity safeguards in place can result in supervisory criticism, monetary penalties and reputational harm.
Interagency rules require a bank to report certain computer-security incidents to its primary federal regulatory as soon as
possible and no later than 36 hours after the bank determines that an incident requiring notification has occurred. In addition,
bank service providers must notify any affected banking organization customer as soon as possible when the bank service
provider determines that it has experienced a computer-security incident that has materially disrupted or degraded, or is
reasonably likely to materially disrupt or degrade, services provided to such banking organization for a period of four or more
hours.
In July 2023, the SEC issued a final rule that requires disclosure of material cybersecurity incidents, as well as cybersecurity
risk management, strategy and governance. Under this rule, banking organizations that are SEC registrants must generally
disclose information about a material cybersecurity incident within four business days of determining it is material, with
periodic updates as to the status of the incident in subsequent filings as necessary.
State regulators have also been increasingly active in implementing privacy and cybersecurity standards and regulations.
Recently, several states adopted regulations requiring certain financial institutions to implement cybersecurity programs, while
others recently implemented or modified their data breach notification, information security and data privacy requirements. We
expect this trend of state-level activity in these areas to continue, and we routinely monitor developments in the states in which
our customers are located.
On October 22, 2024, the CFPB released a final rule to implement Section 1033 of the Dodd-Frank Act. Under the final rule,
financial institutions are required, upon request, to make available to a consumer or third party authorized by the consumer
certain information the Bank has concerning a consumer financial product or service covered by the rule, such as a credit card
or a deposit account. Industry organizations have challenged the final rule in court, and on July 29, 2025, the district court
granted a motion by the CFPB to stay the proceedings while the CFPB conducts a rulemaking to revise the final rule
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substantially. On August 22, 2025, the CFPB issued an advanced notice of proposed rulemaking to solicit comments and data
on several issues as part of a reconsideration of the final rule. On October 29, 2025, the district court issued a preliminary
injunction preventing the CFPB from enforcing the final rule until the CFPB has completed its reconsideration of the rule.
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ITEM 1A. RISK FACTORS
An investment in our Common Stock is subject to risks inherent in our business, many of which are beyond our control. The
material risks and uncertainties that management believes currently affect Ameris are described below. Before making an
investment decision, you should carefully consider the risks and uncertainties described below, together with all of the other
information included or incorporated by reference in this Annual Report. The risks and uncertainties described below are not
the only ones facing the Company. Additional risks and uncertainties that management is not aware of or focused on or that
management currently deems immaterial may also impair the Company’s business operations. This Annual Report is qualified
in its entirety by these risk factors.
If any of the following risks or uncertainties actually occurs, the Company’s financial condition and results of operations could
be materially and adversely affected. If this were to happen, the value of the Common Stock could decline significantly, and
you could lose all or part of your investment.
Strategic Risk
We are subject to significant industry competition which may adversely affect our success.
We operate in a highly competitive financial services environment, with our profitability dependent upon our ability to compete
successfully based on such factors as brand recognition and reputation, client relationships, product offerings, pricing,
convenience, technology, accessibility and customer service. We face significant pricing competition for loans and deposits.
For us to successfully compete for borrowers and depositors, we may be required to offer loan and deposit products on terms
that are less favorable to us, such as lower interest rates on loans and higher interest rates on deposits.
Certain competitors are larger and may have more resources than we do. We face competition in our regional market areas from
other commercial banks, savings and loan associations, credit unions, internet banks, mortgage companies, finance companies,
mutual funds, insurance companies, brokerage and investment banking firms, fintechs and other financial intermediaries that
offer similar services. Some of our non-bank competitors are not subject to the same extensive regulations that govern us or the
Bank and may have greater flexibility in competing for business.
Another competitive factor is that the financial services market, including banking services, is undergoing rapid technological
changes with frequent introductions of new technology-driven products and services. The widespread adoption of new and
emerging technologies, such as artificial intelligence and quantum computing, have the potential to further intensify
competition and accelerate disruption in the financial services market. Our future success may depend, in part, on our ability to
use technology competitively to provide products and services that provide convenience to customers and create additional
efficiencies in our operations.
Our growth and financial performance may be negatively impacted if we are unable to successfully execute our growth
plans, including with respect to any strategic acquisitions we may choose to pursue.
Economic conditions and other factors, such as our ability to identify appropriate markets for expansion, our ability to recruit
and retain qualified personnel, our ability to fund earning asset growth at a reasonable and profitable level, sufficient capital to
support our growth initiatives, competitive factors and banking laws, will impact our success.
We may seek to supplement our internal growth through acquisitions. We cannot predict with certainty the number, size or
timing of acquisitions, or whether any such acquisitions will occur at all. Our acquisition efforts have traditionally focused on
targeted banking entities in markets in which we currently operate and markets in which we believe we can compete effectively,
as well as non-bank entities that we feel can successfully supplement our existing lines of business. However, as consolidation
of the financial services industry continues, the competition for suitable acquisition candidates may increase. We may compete
with other financial services companies for both bank and non-bank acquisition opportunities, and many of these competitors
have greater financial resources than we do and may be able to pay more for an acquisition than we are able or willing to pay.
We also may need additional debt or equity financing in the future to fund acquisitions. We may not be able to obtain additional
financing or, if available, it may not be in amounts and on terms acceptable to us. If we are unable to locate suitable acquisition
candidates willing to sell on terms acceptable to us, or we are otherwise unable to obtain additional debt or equity financing
necessary for us to continue making acquisitions, we would be required to find other methods to grow our business and may not
grow at the same rate we have in the past, or at all.
Generally, we must receive federal regulatory approval before we can acquire a bank or bank holding company. In determining
whether to approve a proposed bank acquisition, federal bank regulators will consider, among other factors, the effect of the
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acquisition on the combined entity's competition, financial condition and future prospects. The regulators also review current
and projected capital ratios and levels, the competence, experience and integrity of management and its record of compliance
with laws and regulations, the convenience and needs of the communities to be served (including both institutions’ CRA
performance history), and the effectiveness of the acquiring institution in combating money laundering activities. We cannot be
certain when or if, or on what terms and conditions, any required regulatory approvals will be granted. We may also be required
to sell banks or branches, raise capital and/or take other steps, as a condition to receiving regulatory approval, which condition
may not be acceptable to us or, if acceptable to us, may reduce the benefits of any acquisition.
In the past, we have utilized de novo branching in new and existing markets as a way to supplement our growth. De novo
branching and any acquisition carry with it numerous risks, including the following:
•
the inability to obtain all required regulatory approvals;
•
significant costs and anticipated operating losses associated with establishing a de novo branch or a new bank;
•
the inability to secure the services of qualified senior management;
•
the local market may not accept the services of a new bank owned and managed by a bank holding company
headquartered outside of the market area of the new bank;
•
economic downturns in the new market;
•
the inability to obtain attractive locations within a new market at a reasonable cost; and
•
the additional strain on management resources and internal systems and controls.
We have experienced to some extent many of these risks with our de novo branching to date.
Changes in the policies of monetary authorities and other government action could materially adversely affect our
profitability.
Banking is a business that depends on interest rate differentials for success. In general, the difference between the interest paid
by a bank on its deposits and its other borrowings, and the interest received by a bank on its loans and securities holdings,
constitutes the major portion of a bank’s earnings. Thus, our earnings and growth will be subject to the influence of economic
conditions generally and also to the monetary and fiscal policies of the United States government and its agencies, particularly
the Federal Reserve. The Federal Reserve administers monetary policy by setting target interest rates that it attempts to effect,
primarily through open market dealings in United States government securities. The Federal Reserve also may specifically
target banking institutions through the discount rate at which banks may borrow from the Federal Reserve Banks and the
reserve requirements on deposits. The nature and timing of any changes in such policies and their effect on Ameris cannot be
known at this time, but any such changes could adversely affect our results of operations.
Fiscal policy, the other principal tool of the federal government to oversee the national economy, is largely in the hands of
Congress through its authority to make taxation and budget decisions, subject to Presidential approval. These decisions may
have a significant impact on the economic sectors in which we operate and could adversely affect our results of operations.
We engage in acquisitions of other businesses from time to time. These acquisitions may not produce revenue or earnings
enhancements or cost savings at levels or within timeframes originally anticipated and may result in unforeseen integration
difficulties.
When appropriate opportunities arise, we have engaged and will continue to engage in acquisitions of other businesses.
Difficulty in integrating an acquired business or company may cause us not to realize expected revenue increases, cost savings,
increases in geographic or product presence or other anticipated benefits from any acquisition. The integration could result in
higher than expected deposit attrition (run-off), loss of key employees, or disruption of our business or the business of the
acquired company, or otherwise adversely affect our ability to maintain relationships with customers and employees or achieve
the anticipated benefits of the acquisition. We will likely need to make additional investments in equipment and personnel to
manage higher asset levels and loan balances as a result of any significant acquisition, which may materially adversely impact
our earnings. Also, the negative effect of any divestitures required by regulatory authorities in acquisitions or business
combinations may be greater than expected.
Depending on the condition of any institution that we may acquire, any acquisition may, at least in the near term, materially
adversely affect our capital and earnings and, if not successfully integrated following the acquisition, may continue to have such
effects.
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Credit and Liquidity Risk
Our revenues are highly correlated to market interest rates.
Our assets and liabilities are primarily monetary in nature, and as a result, we are subject to significant risks tied to changes in
interest rates. Our ability to operate profitably is largely dependent upon net interest income. In 2025, net interest income made
up 77.6% of our revenue. Unexpected movement in interest rates, that may or may not change the slope of the current yield
curve, could cause our net interest margins to decrease, subsequently decreasing net interest income. In addition, such changes
could materially adversely affect the valuation of our assets and liabilities.
At present our one-year interest rate sensitivity position is asset sensitive, such that a gradual increase in interest rates during the
next twelve months should have a positive impact on net interest income during that period. However, as with most financial
institutions, our results of operations are affected by changes in interest rates and our ability to manage this risk. The difference
between interest rates charged on interest-earning assets and interest rates paid on interest-bearing liabilities may be affected by
changes in market interest rates, changes in relationships between interest rate indices and changes in the relationships between
long-term and short-term market interest rates. In addition, the mix of assets and liabilities could change as varying levels of
market interest rates might present our customer base with more attractive options.
Certain changes in interest rates, inflation, deflation or the financial markets could affect demand for our products and our
ability to deliver products efficiently.
Loan originations, and potentially loan revenues, could be materially adversely impacted by sharply rising interest rates.
Conversely, sharply falling rates could increase prepayments within our loan and securities portfolios lowering interest earnings
from those assets and investments. Rising inflation could cause our operating costs related to salaries and benefits, technology
and supplies to increase at a faster pace than our revenues. Although inflation has moderated recently, it remains at a higher
level than experienced in many decades, which has increased costs and impacted operations for the Company and many of its
customers.
The fair market value of our securities portfolio and the investment income from these securities also fluctuate depending on
general economic and market conditions. In addition, actual net investment income and/or cash flows from investments that
carry prepayment risk, such as mortgage-backed and other asset-backed securities, may differ from those anticipated at the time
of investment as a result of interest rate fluctuations. Our capital position could be adversely impacted by declines in the fair
market value of our securities portfolio.
If we lose or are unable to grow and retain our deposits, we may be subject to liquidity risk and higher funding costs.
We require liquidity to meet our deposit and debt obligations as they come due. Our access to funding sources in amounts
adequate to finance our activities or on terms that are acceptable to us could be impaired by factors that affect us specifically or
the financial services industry or economy generally. Factors that could reduce our access to liquidity sources include a
downturn in the economy in the southeastern United States, difficult credit markets or adverse regulatory actions against us.
Our access to deposits may also be affected by the liquidity needs of our depositors. A substantial majority of our liabilities are
demand, savings, interest checking and money market deposits, which are payable on demand or upon several days’ notice,
while by comparison, a substantial portion of our assets are loans, which cannot be called or sold in the same timeframe. We
may not be able to replace maturing deposits and advances as necessary in the future, especially if a large number of our
depositors sought to withdraw their accounts, regardless of the reason.
Our access to deposits may be negatively impacted by, among other factors, periods of low interest rates or higher interest rates
which could promote increased competition for deposits or alternatives to deposits, such as stablecoins or other alternative
investment options. Additionally, negative news about us or the banking industry in general could negatively impact market
and/or customer perceptions of the Company, which could lead to a loss of depositor confidence and an increase in deposit
withdrawals, particularly among those with uninsured deposits. Furthermore, as banking organizations experienced in the
Spring of 2023, the failure of other financial institutions may cause deposit outflows as customers spread deposits among
several different banks so as to maximize their amount of FDIC insurance, move deposits to banks deemed “too big to fail” or
remove deposits from the banking system entirely. As of December 31, 2025, approximately 47.7% of our deposits were
uninsured, and we rely on these deposits for liquidity. A failure to maintain adequate liquidity could have a material adverse
effect on our business, financial condition and results of operations.
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We face additional risks due to our mortgage banking activities that could negatively impact our liquidity and earnings.
One of our primary business lines is mortgage banking, in connection with which residential mortgage loans are sold by the
Bank in the secondary market under agreements that contain representations and warranties related to, among other things, the
origination and characteristics of the mortgage loans. The sale of these loans generates noninterest income and can be a source
of liquidity for the Bank. Disruption in the market for residential mortgage loans as well as declines in real estate values, among
other economic variables, could lead to one or more of the following:
•
rising interest rates causing a decline in mortgage originations, which could negatively impact our earnings;
•
reductions in real estate values could decrease the potential for mortgage originations, which could negatively impact
our earnings;
•
our inability to sell mortgage loans on the secondary market could negatively impact our liquidity position;
•
if it is determined that loans were made in breach of our representations and warranties to the secondary market, we
could incur significant losses associated with the loans, including requirements to either repurchase the outstanding
principal balance of a loan or make the purchaser whole for the anticipated economic benefits of a loan; and
•
increased compliance requirements could result in higher compliance costs, higher foreclosure proceedings or lower
loan origination volume, all of which could negatively impact future earnings.
We rely on dividends from the Bank for most of our revenue.
Ameris is a separate and distinct legal entity from its subsidiaries. It receives substantially all of its revenue and cash flow (on a
non-consolidated basis) from dividends from the Bank. These dividends are the principal source of funds to pay dividends on
the Common Stock and interest and principal on the Company’s debt. Various federal and state laws and regulations limit the
amount of dividends that the Bank may pay to the Company. Also, the Company’s right to participate in a distribution of assets
upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event the
Bank is unable to pay dividends to the Company, the Company may not be able to service debt, pay obligations or pay
dividends on the Common Stock and its business, financial condition and results of operations may be materially adversely
affected. Consequently, cash-based activities, including further investments in the Bank or in support of the Bank, could require
borrowings or additional issuances of common or preferred stock.
Our allowance for credit losses may be insufficient.
We maintain allowances for credit losses on loans, securities and off-balance sheet credit exposures. In the case of loans and
securities, allowances for credit losses are contra-asset valuation accounts that are deducted from the amortized cost basis of
these assets to present the net amount expected to be collected. In the case of off-balance-sheet credit exposures, the allowance
for credit losses is a liability account reported as a component of other liabilities in our consolidated balance sheets. The amount
of each allowance account represents management's best estimate of current expected credit losses on these financial
instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss
over the contractual term of the instrument. Relevant available information includes historical credit loss experience, current
conditions and reasonable and supportable forecasts. As a result, the determination of the appropriate level of allowance for
credit losses inherently involves a high degree of subjectivity and requires us to make significant estimates related to current
and expected future credit risks and trends, all of which may undergo material changes.
Deterioration in economic conditions, including the possibility of a recession, affecting borrowers and securities issuers;
inflation; rising interest rates; new information regarding existing loans, credit commitments and securities holdings; natural
disasters and risks related to climate change; and identification of additional problem loans, ratings downgrades and other
factors, both within and outside of our control, may require an increase in the allowances for credit losses on loans, securities
and off-balance sheet credit exposures.
In addition, bank regulatory agencies periodically review our allowance for credit losses and may require an increase in credit
loss expense or the recognition of further loan charge-offs, based on judgments different than those of management.
Furthermore, if any charge-offs related to loans, securities or off-balance sheet credit exposures in future periods exceed our
allowances for credit losses on loans, securities or off-balance sheet credit exposures, we will need to recognize additional
credit loss expense to increase the applicable allowance. Any increase in the allowance for credit losses on loans, securities and/
or off-balance sheet credit exposures will result in a decrease in net income and, possibly, capital, and may have a material
adverse effect on our business, financial condition and results of operations.
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Unrealized losses in our securities portfolio could affect liquidity.
With increases in market interest rates, we may experience unrealized losses on our available-for-sale securities portfolio. Any
unrealized losses related to available-for-sale securities are reflected in accumulated other comprehensive income in our
consolidated balance sheets and reduce the level of our book capital and tangible common equity. However, such unrealized
losses do not affect our regulatory capital ratios. We actively monitor our available-for-sale securities portfolio and do not
currently anticipate the need to realize material losses from the sale of securities for liquidity purposes. Furthermore, we believe
it is unlikely that we would be required to sell any such securities before recovery of their amortized cost bases, which may be
at maturity. Nonetheless, our access to liquidity sources could be affected by unrealized losses if securities must be sold at a
loss; tangible capital ratios decline from an increase in unrealized losses or realized credit losses; the FHLB or other funding
sources reduce capacity; or bank regulators impose restrictions on us that impact the level of interest rates we may pay on
deposits or our ability to access brokered deposits. Additionally, significant unrealized losses could negatively impact market
and/or customer perceptions of the Company, which could lead to a loss of depositor confidence and an increase in deposit
withdrawals, particularly among those with uninsured deposits.
We may need to rely on the financial markets to provide needed capital.
Our Common Stock is listed and traded on the New York Stock Exchange (the “NYSE”). If the liquidity of the NYSE market
should fail to operate at a time when we may seek to raise equity capital, or if conditions in the capital markets are adverse, we
may be constrained in raising capital. Downgrades in the opinions of the analysts that follow our Company may cause our stock
price to fall and significantly limit our ability to access the markets for additional capital. Should these risks materialize, our
ability to further expand our operations through internal growth or acquisition may be limited.
We may be unable to pay dividends on our Common Stock.
Holders of our Common Stock are only entitled to receive such dividends as our Board may declare out of funds legally
available for such payments. Although we have consistently paid dividends on our Common Stock in recent years, the payment
of dividends could be suspended at any time. In addition, we may conduct repurchases of our Common Stock from time to time.
The ability to pay dividends and the amount of dividends to our shareholders, as well as the ability to make repurchases of our
Common Stock is dependent upon several factors, including, but not limited to, regulatory restrictions, the profitability of the
Company, the ability of the Bank to provide dividends to the Company, regulatory capital levels, liquidity needs and market
conditions. If we were to reduce or discontinue the payment of dividends and/or repurchases of our Common Stock, it could
have an adverse effect on the value of our Common Stock.
We may borrow funds or issue additional debt and equity securities or securities convertible into equity securities, any of
which may be senior to our Common Stock as to distributions and in liquidation, which could negatively affect the value of
our Common Stock.
In the future, we may attempt to increase our capital resources by entering into debt or debt-like financing that is unsecured or
secured by all or up to all of our assets, or by issuing additional debt or equity securities, which could include issuances of
secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, preferred stock, common stock
or securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of
our debt and preferred securities would receive a distribution of our available assets before distributions to the holders of our
Common Stock. Any such debt or preferred securities may also subject us to certain restrictions on how we operate our
business, including our ability to pay dividends. Because our decision to incur debt and issue securities in our future offerings
will depend on market conditions and other factors beyond our control, we cannot predict or estimate with certainty the amount,
timing or nature of our future offerings and debt financings. Further, market conditions could require us to accept less favorable
terms for the issuance of our securities in the future. In addition, the borrowing of funds or issuance of debt would increase our
leverage and decrease our liquidity, and the issuance of additional equity securities would dilute the interests of our existing
shareholders.
Holders of the Company’s debt obligations and any shares of the Company’s preferred stock that may be outstanding in the
future will have priority over the Company’s common stock with respect to payment in the event of liquidation, dissolution
or winding up and with respect to the payment of interest and preferred dividends.
In the event of any winding up and termination of the Company, our Common Stock would rank below all claims of the holders
of the Company’s debt and any preferred stock then outstanding. As of December 31, 2025, we had outstanding trust preferred
securities and accompanying junior subordinated debentures with a carrying value of $134.3 million.
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Upon the winding up and termination of the Company, holders of our Common Stock will not be entitled to receive any
payment or other distribution of assets until after all of our obligations to our debt holders have been satisfied and holders of our
senior debt, subordinated debt and junior subordinated debentures issued in connection with trust preferred securities have
received any payments and other distributions due to them. In addition, we are required to pay interest on our senior debt,
subordinated debt and junior subordinated debentures issued in connection with the Company’s trust preferred securities before
we pay any dividends on our Common Stock.
Operational Risk
Cyberattacks or other security breaches could have a material adverse effect on our business.
In the normal course of business, we collect, process and retain sensitive and confidential information regarding our customers.
We also have arrangements in place with other third parties through which we share and receive information about their
customers who are or may become our customers. Although we devote significant resources and management focus to ensuring
the integrity of our systems through information security and business continuity programs, our facilities and systems, and those
of third-party service providers, are vulnerable to external or internal security breaches, acts of vandalism, computer viruses,
misplaced or lost data, programming or human errors or other similar events. Additionally, information security may be
adversely affected by the current or anticipated impact of military conflicts, acts of terrorism or other geopolitical events.
Information security risks for financial institutions like us continue to increase in part because of new technologies, the use of
the internet and telecommunications technologies (including mobile devices) to conduct financial and other business
transactions and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists and
others. In addition to cyberattacks or other security breaches involving the theft of sensitive and confidential information,
hackers continue to engage in attacks against financial institutions. These attacks include denial of service attacks designed to
disrupt external customer facing services and ransomware attacks designed to deny organizations access to key internal
resources or systems. We are not able to anticipate or implement effective preventive measures against all security breaches of
these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of
sources. We employ detection and response mechanisms designed to contain and mitigate security incidents, but early detection
may be thwarted by sophisticated attacks and malware designed to avoid detection. Notwithstanding the strength of defensive
measures, cybersecurity threats and the tactics, techniques and procedures used in cyberattacks change, develop and evolve
rapidly and continuously, including from emerging technologies, such as artificial intelligence, which may be used to enhance
the tactics, techniques and procedures described above and facilitate new cyber threats.
We rely heavily on communications and information systems to conduct our business. Accordingly, we also face risks related to
cyberattacks and other security breaches in connection with our own and third-party systems, processes and data, including
credit and debit card transactions that typically involve the transmission of sensitive information regarding our customers
through various third parties, including merchant acquiring banks, payment processors, payment card networks (e.g., Visa,
Mastercard) and our processors. Some of these parties have in the past been the target of security breaches and cyberattacks,
and because the transactions involve third parties and environments such as the point of sale that we do not control or secure,
future security breaches or cyberattacks affecting any of these third parties could impact us through no fault of our own, and in
some cases we may have exposure and suffer losses for breaches or attacks relating to them. We also rely on numerous other
third-party service providers to conduct other aspects of our business operations and face similar risks relating to them. While
we conduct security reviews on these third parties, we cannot be sure that their information security protocols are sufficient to
withstand a cyberattack or other security breach.
The access by unauthorized persons to, or the improper disclosure by us of, confidential information regarding our customers or
our own proprietary information, software, methodologies and business secrets could result in significant legal and financial
exposure, supervisory liability, damage to our reputation or a loss of confidence in the security of our systems, products and
services, which could have a material adverse effect on our business, financial condition or results of operations. In addition,
our industry continues to experience well-publicized attacks or breaches affecting others in our industry that have heightened
concern by consumers generally about the security of using credit and debit cards, which have caused some consumers,
including our customers, to use our credit and debit cards less in favor of alternative methods of payment and has led to
increased regulatory focus on, and potentially new regulations relating to, these methods. Further cyberattacks or other breaches
in the future, whether affecting us or others, could intensify consumer concern and regulatory focus and result in reduced use of
our cards, increased costs and regulatory penalties, all of which could have a material adverse effect on our business. To the
extent we are involved in any future cyberattacks or other breaches, our brand and reputation could be affected, which could
also have a material adverse effect on our business, financial condition or results of operations.
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We face risks related to our operational, technological and organizational infrastructure.
Our ability to grow and compete is dependent on our ability to build or acquire the necessary operational and technological
infrastructure and to manage the cost of that infrastructure while we expand. Similar to other large corporations, in our case,
operational risk can manifest itself in many ways, such as errors related to failed or inadequate processes, faulty or disabled
computer systems, fraud by employees or persons outside of our Company and exposure to external events. We are dependent
on our operational infrastructure to help manage these risks. In addition, we are heavily dependent on the strength and
capability of our technology systems which we use both to interface with our customers and to manage our internal financial
and other systems. Our ability to develop and deliver new products that meet the needs of our existing customers and attract
new customers depends in part on the functionality of our technology systems. Additionally, our ability to run our business in
compliance with applicable laws and regulations is dependent on these infrastructures.
We continuously monitor our operational and technological capabilities and make modifications and improvements when we
believe it will be cost effective to do so. In some instances, we may build and maintain these capabilities ourselves. We also
outsource some of these functions to third parties. These third parties may experience errors or disruptions that could adversely
impact us and over which we may have limited control. We also face risk from the integration of new infrastructure platforms
and/or new third party providers of such platforms into our existing businesses.
Fraud remains an elevated risk for us and for all banks, and we may experience increased losses due to fraud.
In recent years, fraud risk has continued to be a significant risk for us and for all banks. Card fraud and deposit fraud (such as
check kiting and wire fraud) continue to be significant sources of fraud attempts and losses in our consumer banking business.
Moreover, our commercial clients have experienced increased levels of financial fraud risk as well, often requiring our
involvement and assistance because of our banking relationship with these clients. The methods used to perpetrate and combat
fraud continue to evolve as technology changes and more tools for access to financial services emerge, such as real-time
payments. In addition to cybersecurity risks, new techniques have made it easier for bad actors to obtain and use client personal
information, mimic signatures and otherwise create false documents that look genuine. Fraud schemes are broad and can
include debit card/credit card fraud, check fraud, mechanical devices attached to ATM machines, social engineering and
phishing attacks to obtain personal information, impersonation of our clients through the use of falsified or stolen credentials,
employee fraud, information fraud and other malfeasance. Criminals are regularly turning to new sources to steal personally
identifiable information in order to impersonate our clients to commit fraud. Our regulators require us to report fraud promptly,
and regulators often advise banks of new schemes to enable the entire industry to adapt as quickly as possible. However, some
level of fraud loss is unavoidable, and the risk of loss cannot be eliminated.
Our anti-fraud actions are both preventative (anticipating lines of attack, educating employees and clients, and implementing
operational changes) and responsive (remediating attacks). We have established policies, processes and procedures designed to
identify, measure, monitor, mitigate, report and analyze these risks. We continue to invest in systems, resources and controls
designed to detect and prevent fraud. There are inherent limitations, however, to risk management strategies, systems and
controls as they may exist, or develop in the future. We may not appropriately anticipate, monitor or identify these risks. If our
risk management framework proves ineffective, we could suffer unexpected losses, we may have to expend resources detecting
and correcting the failure in our systems, and we may be subject to potential claims from third parties and government agencies.
We may also suffer reputational damage. Any of these consequences could adversely affect our business, financial condition or
results of operations.
If our enterprise risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected
losses and our results of operations could be materially adversely affected.
Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to
optimizing shareholder value. We have established processes and procedures intended to identify, measure, monitor, report and
analyze the types of risk to which we are subject, including strategic, market, credit, liquidity, capital, cybersecurity,
operational, regulatory compliance and litigation, among others. However, as with any risk management framework, there are
inherent limitations to our risk management strategies as there may exist, or develop in the future, risks that we have not
appropriately anticipated or identified. If our risk management framework proves ineffective, we could suffer unexpected losses
and our business and results of operations could be materially adversely affected.
We rely on other companies to provide key components of our business infrastructure.
Third parties provide key components of our business operations such as our core technology infrastructure, cloud-based
operations, data processing, recording and monitoring transactions, online banking interfaces and services, internet connections
and network access. While we have ongoing programs to review third-party vendors and assess risk, we do not control their
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actions. Any problems caused by these third parties, including those resulting from disruptions in communication services
provided by a vendor, issues at a third-party vendor of a vendor, failure of a vendor to handle current or higher volumes,
cyberattacks and security breaches at a vendor, failure of a vendor to provide services for any reason, or poor performance of
services, could adversely affect our ability to deliver products and services to our clients and otherwise conduct our business.
Financial or operational difficulties of a third-party vendor could also hurt our operations if those difficulties interfere with the
vendor's ability to serve us. Furthermore, our vendors could also be sources of operational and information security risk to us,
including from breakdowns or failures of their own systems or capacity constraints. Replacing these third-party vendors could
also create significant delay and expense. Accordingly, use of such third parties creates an unavoidable inherent risk to our
business operations. Our digital services growth initiatives, core technology upgrades and digital asset initiatives constitute
specific increases in third-party risk as such initiatives are distinctly dependent on the performance of our third-party partners.
The adoption of artificial intelligence tools by us and our third-party vendors and service providers may increase the risk of
errors, omissions, unfair treatment or fraudulent behavior by our employees, clients or counterparties, or other third parties.
Our adoption of artificial intelligence, including generative artificial intelligence, machine learning and similar tools and
technologies that collect, aggregate, analyze or generate data or other materials or content (collectively, “AI”), for limited
internal use has increased our efficiency, and we expect to continue to adopt such tools as appropriate. In addition, we expect
our third-party vendors and service providers to increasingly develop and incorporate AI into their product offerings faster than
we are able to do so independently. There are significant risks involved in utilizing AI and no assurance can be provided that
our or our third-party vendors’ or service providers’ use of AI will enhance our or our third-party vendors’ or service providers’
products or services or produce the intended results. The adoption and incorporation of such tools can lead to concerns around
safety and soundness, fair access to financial services, fair treatment of consumers and compliance with applicable laws and
regulations. Such risk can result from models being poorly designed or faulty data being used, inadequate model testing or
validation, narrow or limited human oversight, inadequate planning or due diligence, inappropriate or controversial data
practices by developers or end-users, and other factors adversely affecting public opinion of AI and the acceptance of AI
solutions. Furthermore, given the pace of rapid adoption of such tools by vendors and service providers, we may not be aware
of the addition of AI solutions prior to such tools being introduced into our environment. Failure to adequately manage AI risks
can result in erroneous results and decisions based on misinformation, unwanted forms of bias, unauthorized access to sensitive,
confidential, proprietary or personal information and violations of applicable laws and regulations, leading to operational
inefficiencies, competitive harm, reputational harm, ethical challenges, legal liability, losses, fines and other adverse impacts on
our business and financial results. If we do not have sufficient rights to use the data or other material or content on which the AI
tools we use rely, or to use the output of such AI tools, we also may incur liability through the violation of applicable laws and
regulations, third-party intellectual property, privacy or other rights or contracts to which we are a party.
In addition, regulation of AI is rapidly evolving as federal and state legislators and regulators are increasingly focused on these
powerful emerging technologies. The technologies underlying AI and its uses are subject to a variety of laws and regulations,
including intellectual property, data privacy and cybersecurity, consumer protection, competition, equal opportunity and fair
lending laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws and
regulations. AI is the subject of ongoing review by various U.S. governmental and regulatory agencies, and various U.S. states
are applying, or are considering applying, existing laws and regulations to AI or are considering general legal frameworks for
AI. We may not be able to anticipate how to respond to these rapidly evolving frameworks, and we may need to expend
resources to adjust our operations or offerings in certain jurisdictions if the legal frameworks are inconsistent across
jurisdictions. Moreover, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all
of the legal, operational or technological risks that may arise relating to the use of AI.
Financial services companies, like Ameris, depend on the accuracy and completeness of information about customers and
counterparties.
In deciding whether to extend credit or enter into other transactions, the Company may rely on information furnished by or on
behalf of customers and counterparties, including financial statements, credit reports and other financial information. The
Company may also rely on representations of those customers, counterparties or other third parties, such as independent
auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements,
credit reports or other financial information could have a material adverse impact on the Company’s business and, in turn, the
Company’s financial condition and results of operations.
Our business could suffer if we fail to attract and retain experienced people and maintain our culture.
Our success depends, in large part, on our ability to attract and retain competent, experienced people. Our strategic goals in
particular require that we be able to attract qualified and experienced retail and commercial banking officers, mortgage loan
25
officers and lenders in our various business lines, both in our existing markets and those markets in which we may want to
expand, who share our relationship banking philosophy and have those customer relationships that will allow us to grow
successfully. We also need to attract and retain qualified and experienced technology, risk and back-office personnel to operate
our business. Many of our competitors are pursuing the same relationship banking strategy in our markets and are looking to
hire and retain qualified technology, risk and back-office personnel, which increases the competition to identify, hire and retain
talented employees.
In addition, the loss or replacement of key employees and the regular integration of newly hired employees creates an additional
risk to the Company’s culture. If we fail to consider and appropriately account for these challenges, we will face increased
difficulty in creating and maintaining a cohesive culture. Our failure to successfully compete for experienced, qualified
employees or to maintain our culture and attractive working environment may have an adverse effect on our ability to meet our
financial goals and thus adversely affect our future results of operations.
There may be risks resulting from the extensive use of models in our business.
We rely on quantitative models to measure risks, estimate certain financial values and inform certain business decisions.
Models may be used in such processes as determining the pricing of various products, grading and underwriting loans,
measuring interest rate and other market risks, predicting or estimating losses, assessing capital adequacy, developing strategic
initiatives, calculating regulatory capital levels and estimating the value of financial instruments and balance sheet items.
Models generally predict or infer certain financial outcomes, leveraging historical data and assumptions as to the future, often
with respect to macroeconomic conditions. Development and implementation of some of these models requires us to make
difficult, subjective and complex judgments. Poorly designed or implemented models, or incorrectly used models, present the
risk that certain business decisions we make may be adversely affected by inappropriate model output. In addition, information
we provide to the public or to our regulators based on poorly designed or implemented models, or incorrectly used models,
could be misleading or inaccurate.
Our financial statements are based in part on assumptions and estimates, which, if wrong, could cause unexpected losses in
the future.
Accounting estimates and processes are fundamental to how we record and report our financial condition and results of
operations. Accounting principles generally accepted in the United States require our management to make estimates and
assumptions about matters that are inherently uncertain, including in determining loan loss and litigation reserves, goodwill
impairment and the fair value of certain assets and liabilities, among other items. Because of the uncertainty and subjectivity
surrounding management’s judgments and the estimates pertaining to these matters, the Company cannot guarantee that it will
not be required to adjust accounting policies or restate prior period financial statements. Any such failure in our analytical or
forecasting models could have a material adverse effect on our business, financial condition and results of operations.
Regulatory and Compliance Risk
Legislation and regulatory proposals, including those enacted in response to market, economic and political conditions, may
materially adversely affect our business and results of operations.
The banking industry is heavily regulated. We are subject to examinations, supervision and comprehensive regulation by
various federal and state agencies. Our compliance with these regulations is costly and restricts certain of our activities.
Banking regulations are primarily intended to protect the broader banking system, the FDIC’s Deposit Insurance Fund and
depositors, not shareholders. The burden imposed by federal and state regulations puts banks at a competitive disadvantage
compared to less regulated competitors such as finance companies, mortgage banking companies and leasing companies.
In addition, from time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures, or
by regulatory agencies, that may impact the Company or the Bank. Such initiatives may include proposals to expand or contract
the powers of bank holding companies and depository institutions or proposals to substantially change the financial institution
regulatory system. Such legislation could change the operating environment of Ameris in substantial and unpredictable ways. If
enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect
the competitive balance among banks, savings associations, credit unions and other financial institutions. The Company cannot
predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations, would
have on the financial condition or results of operations of the Company. A change in statutes, regulations or regulatory policies
applicable to the Company or the Bank could have a material effect on the business of the Company.
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We are subject to extensive regulation and supervision by various federal and state entities.
We are subject to the regulations of the SEC, the Federal Reserve, the FDIC, the GDBF, the CFPB and other governmental
agencies and regulatory bodies. New regulations issued by these agencies may adversely affect our ability to carry on our
business activities. We are also subject to numerous federal and state laws. Noncompliance with certain of these laws and
regulations may impact our business plans, including our ability to branch, complete acquisitions, offer certain products or
services or execute existing or planned business strategies.
Over time, the Company and other large financial institutions have generally become subject to increased scrutiny, more intense
supervision and regulation, and more supervisory findings and actions, with increased operational costs, as well as impacts on
geographic expansion and acquisitions. The financial services industry has, at times, also faced stricter and more aggressive
interpretations and enforcement of laws and regulations at federal, state and local levels, particularly in connection with
business and other practices that may harm or appear to harm consumers or affect the financial system more broadly. Financial
institutions often are less inclined to litigate with governmental authorities because of the regulatory and supervisory
framework. While the Trump administration has generally sought to reform financial services regulation in a manner that
reduces the regulatory burden, the Company expects that its businesses will remain subject to extensive regulation and
supervision. Any potential new laws or regulations or modifications to existing laws or regulations would likely necessitate
changes to the Company’s existing regulatory compliance and risk management infrastructure.
We are also subject to the accounting rules and regulations of the SEC and the Financial Accounting Standards Board. Changes
in accounting rules could materially adversely affect the reported financial statements or our results of operations and may also
require extraordinary efforts or additional costs to implement. Any of these rules or regulations may be modified or changed
from time to time, and we cannot be assured that such modifications or changes will not adversely affect us.
We may become subject to enforcement actions even though noncompliance was inadvertent or unintentional.
The financial services industry is subject to intense scrutiny from bank supervisors in the examination process and aggressive
enforcement of federal and state regulations, particularly with respect to mortgage-related practices and other consumer
compliance matters, and compliance with anti-money laundering, BSA and OFAC regulations, and economic sanctions against
certain foreign countries and nationals. Enforcement actions may be initiated for violations of laws and regulations and unsafe
or unsound practices. We maintain systems and procedures designed to ensure that we comply with applicable laws and
regulations; however, some legal and regulatory frameworks provide for the imposition of fines or penalties for noncompliance
even though the noncompliance was inadvertent or unintentional and even though there were systems and procedures designed
to ensure compliance in place at the time.
We may be a defendant from time to time in a variety of litigation and other actions, which could have a material adverse
effect on our financial condition, results of operations and cash flows.
We may be involved from time to time in a variety of litigation matters arising out of our business. Our insurance may not
cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome,
may harm our reputation. Should the ultimate judgments or settlements in any litigation exceed our insurance coverage, they
could have a material adverse effect on our financial condition, results of operations and cash flows. In addition, we may not be
able to obtain appropriate types or levels of insurance in the future or obtain adequate replacement policies with acceptable
terms.
We could be subject to changes in tax laws, regulations and interpretations or challenges to our income tax provision.
We compute our income tax provision based on enacted tax rates in the jurisdictions in which we operate. Any change in
enacted tax laws, rules or regulatory or judicial interpretations, or any change in the pronouncements relating to accounting for
income taxes, could adversely affect our effective tax rate, tax payments and results of operations. For example, in July 2025,
the One Big Beautiful Bill Act (“OBBBA”) was signed into law, introducing significant tax changes. The OBBBA extends or
makes permanent various tax provisions that were originally enacted in the 2017 Tax Cuts and Jobs Act and were set to expire
at the end of 2025. The OBBBA features modified versions of individual and business tax relief proposals, and other new tax
relief measures. In addition, it includes various revenue-raising measures, including changes to certain Inflation Reduction Act
clean energy tax credits and various limits on business and individual tax deductions, that are intended to offset part of the cost
of the legislation. We are currently evaluating the impact of the OBBBA on our business and consolidated financial statements.
Additionally, the taxing authorities in the jurisdictions in which we operate may challenge our tax positions, which could
increase our effective tax rate and harm our financial position and results of operations. We are also subject to audit and review
27
by U.S. federal and state tax authorities. Any adverse outcome of such a review or audit could have a negative effect on our
financial position and results of operations. In addition, changes in enacted tax laws, such as adoption of a lower income tax
rate in any of the jurisdictions in which we operate, could impact our ability to obtain the future tax benefits represented by our
deferred tax assets. Also, the determination of our provision for income taxes and other liabilities requires significant judgment
by management. Although we believe that our estimates are reasonable, the ultimate tax outcome may differ from the amounts
recorded in our financial statements and could have a material adverse effect on our financial results in the period or periods for
which such determination is made.
Market and General Risk
Our business is highly correlated to local economic conditions in a geographically concentrated part of the United States.
Unlike larger organizations that are more geographically diversified, our banking offices are primarily concentrated in select
markets in Georgia, Alabama, Florida, North Carolina and South Carolina. As a result of this geographic concentration, our
financial results depend largely upon economic conditions in these market areas. Deterioration in economic conditions in the
markets we serve could result in one or more of the following: an increase in loan delinquencies; an increase in problem assets
and foreclosures; a decrease in the demand for our products and services; and a decrease in the value of collateral for loans,
especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with problem loans and
collateral coverage.
Our concentration of real estate loans subjects the Company to risks that could materially adversely affect our results of
operations and financial condition.
The majority of our loan portfolio is secured by real estate, including commercial and industrial, construction and commercial
real estate mortgage loans. These types of loans are generally viewed as having more risk of default and are typically larger
than residential real estate loans or consumer loans. Because our loan portfolio contains a significant number of commercial and
industrial, construction and commercial real estate loans with relatively large balances, the deterioration of one or a few of these
loans could cause a significant increase in non-performing loans. Declines in real estate values could cause the revenue stream
from those loans to come under stress and require additional provision to the allowance for loan losses. In addition, our ability
to dispose of foreclosed real estate and resolve credit quality issues is dependent upon real estate activity and real estate prices,
both of which can be highly unpredictable. Increases in non-performing loans have resulted in a net loss of earnings from
particular loans, an increase in credit loss expense and an increase in loan charge-offs, and these and future instances could have
a material adverse effect on our business, financial condition and results of operations.
We are subject to risk arising from conditions in the commercial real estate market.
Commercial real estate mortgage loans generally involve a greater degree of credit risk than residential real estate mortgage
loans because they typically have larger balances and are more affected by adverse conditions in the economy. Because
payments on loans secured by commercial real estate often depend upon the successful operation and management of the
properties and the businesses which operate from within them, repayment of such loans may be affected by factors outside the
borrower’s control, such as adverse conditions in the real estate market or the economy or changes in government regulations.
Also, high vacancy rates in commercial properties may affect the value of commercial real estate, including by causing the
value of properties securing commercial real estate loans to be less than the amounts owed on such loans. Elevated interest rates
also may make it more difficult for borrowers to refinance maturing loans. Any of these or other events could increase the level
of defaults on commercial real estate loans and result in higher credit losses to the Company. Failures in our risk management
policies, procedures and controls could adversely affect our ability to manage this portfolio going forward and could result in an
increased rate of delinquencies in, and increased losses from, this portfolio. Any of these results could have a material and
adverse effect on our business, financial condition and results of operations.
Damage to our reputation could significantly harm our business, including our competitive position and business prospects.
We are dependent on our reputation within our market area, as a trusted and responsible financial services company, for all
aspects of our business, with customers, employees, vendors, third-party service providers and others with whom we conduct
business. Negative public opinion about the financial services industry generally, including with respect to the types of banking
products and services we provide, or us specifically could adversely affect our reputation and our ability to keep and attract
customers and employees. In addition, adverse reputational impacts on third parties with whom we have important relationships
may also adversely impact our reputation. Our actual or perceived failure to address various issues could give rise to negative
public opinion and reputational risk that could cause harm to us and our business prospects. These issues include, but are not
28
limited to, legal and regulatory requirements; properly maintaining customer and employee personal information; record
keeping; money-laundering; sales and trading practices; ethical issues; appropriately addressing potential conflicts of interest;
and the proper identification of legal, credit, liquidity, market and other risks inherent in our products. Failure to appropriately
address any of these issues could also give rise to additional regulatory restrictions and legal risks, which could, among other
consequences, increase the size and number of litigation claims and damages asserted or subject us to enforcement actions,
fines and penalties and cause us to incur related costs and expenses.
In addition, the proliferation of social media websites utilized by us and other third parties, as well as the personal use of social
media by our employees and others, including personal blogs and social network profiles, also may increase the risk that
negative, inappropriate or unauthorized information may be posted or released publicly that could harm our reputation or have
other negative consequences, including as a result of our employees interacting with our customers in an unauthorized manner
in various social media outlets. Any damage to our reputation could affect our ability to retain and develop the business
relationships necessary to conduct business, which in turn could negatively impact our financial condition, results of operations
and the market price of our Common Stock.
Inflationary pressures and rising prices could negatively impact our business, our profitability and our stock price.
Inflation rose significantly in recent years to levels not seen in decades. Although inflation has moderated somewhat, the
economic outlook remains uncertain and the impact of inflation continues to persist. Prolonged periods of inflation may impact
our profitability by negatively impacting our fixed costs and expenses, including increasing funding costs and expense related
to talent acquisition and retention, and negatively impacting the demand for our products and services. Additionally, rising
inflation may lead to a decrease in consumer and client purchasing power and negatively affect the need or demand for our
products and services. If inflation persists, our business could be negatively affected by, among other things, increased default
rates leading to credit losses which could decrease our appetite for new credit extensions. These inflationary pressures could
adversely impact our earnings, potentially causing our stock price to suffer.
Natural disasters, geopolitical events, public health crises and other catastrophic events beyond our control could adversely
affect us.
Natural disasters such as hurricanes, tropical storms, floods, wildfires, extreme weather conditions and other acts of nature,
geopolitical events such as those involving civil unrest, changes in government regimes, terrorism or military conflict,
pandemics and other public health crises, and other catastrophic events could adversely affect our business operations and those
of our customers, counterparties and service providers, and cause substantial damage and loss to real and personal property,
including damage to or destruction of mortgaged properties or our own banking facilities and offices. Natural disasters,
geopolitical events, public health crises and other catastrophic events, or concerns about the occurrence of any such events,
could impair our borrowers’ ability to service their loans, decrease the level and duration of deposits by customers, erode the
value of loan collateral, including mortgaged properties, result in an increase in the amount of our non-performing loans and a
higher level of non-performing assets, including real estate owned, net charge-offs and provision for loan losses, lead to other
operational difficulties and impair our ability to manage our business, which could materially and adversely affect our business,
financial condition, results of operations and the value of our common stock. We also could be adversely affected if our key
personnel or a significant number of our employees were to become unavailable due to a public health crisis (such as an
outbreak of a contagious disease), natural disaster, war, act of terrorism, accident or other reason. Additionally, financial
markets may be adversely affected by the current or anticipated impact of military conflict, acts of terrorism or other
geopolitical events.
29
The stock price of financial institutions, like Ameris, can be volatile.
The volatility in the stock prices of companies in the financial services industry, such as Ameris, may make it more difficult for
shareholders to resell our Common Stock at attractive prices in a timely manner. Our stock price can fluctuate significantly in
response to a variety of factors, including factors affecting the financial industry as a whole, such as the bank failures that
occurred in March 2023. Specific factors affecting financial stocks generally and our stock price in particular may include the
following:
•
actual or anticipated variations in earnings;
•
changes in analysts’ recommendations or projections;
•
operating and stock performance of other companies deemed to be our peers;
•
perception in the marketplace regarding the Company, our competitors or the industry as a whole;
•
significant acquisitions or business combinations involving the Company or our competitors;
•
changes in government regulation;
•
failure to integrate acquisitions or realize anticipated benefits from acquisitions; and
•
volatility affecting the financial markets in general.
General market fluctuations, the potential for breakdowns on electronic trading or other platforms for executing securities
transactions, industry factors and general economic and political conditions could also cause our stock price to decrease
regardless of operating results.
Anti-takeover provisions could negatively impact our shareholders.
Provisions in Georgia law, our articles of incorporation and bylaws, and federal banking laws could make it more difficult for a
third party to acquire us, even if doing so would be perceived to be beneficial to our shareholders. The combination of these
provisions may inhibit a non-negotiated merger or other business combination, which, in turn, could adversely affect the market
price of our Common Stock.
30
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
Our Board is regularly involved in oversight of the Company’s risk management program, and cybersecurity represents an
important component of the Company’s overall approach to enterprise risk management (“ERM”). In general, the Company
seeks to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the
confidentiality, integrity and availability of the information that the Company collects, stores and uses. Our principal objective
for managing cybersecurity risk is to effectively identify and prevent or mitigate the impacts of external threat events or other
efforts to penetrate, disrupt or misuse our systems or information.
The underlying controls of our information security program are based on regulatory guidance, recognized best practices and
industry standards, including the National Institute of Standards and Technology Cybersecurity Framework. In addition, we
leverage certain industry and government associations, third-party benchmarking, audits and threat intelligence feeds to
facilitate and promote program effectiveness. Our Corporate Information Security Officer (“CISO”) and our Chief Information
Officer, to whom the CISO reports, as well as key members of their teams, regularly collaborate with peer banks, industry
groups and others to consider cybersecurity trends and best practices. The information security program is periodically
reviewed by these individuals and their teams with the goal of addressing evolving threats and conditions. Our enterprise
information security team consists of information security professionals with varying degrees of education and experience who
are generally subject to professional education and certification requirements. In addition, our team leverages managed security
service providers to supplement the Company's internal skillsets and capabilities.
As one of the critical elements of our overall ERM approach, our cybersecurity program includes a focus on the following key
areas:
•
Governance. As discussed further below, the Board’s oversight of cybersecurity risk management is supported by the
Enterprise Risk Committee of the Board (the “ERC”), which regularly interacts with the Company’s ERM function,
CISO, Business Continuity Director and other key members of management. The activities of the ERC include a
quarterly review of our cybersecurity risk profile, and the ERC provides a report of its activities at each meeting of the
full Board.
•
Technical Safeguards. We deploy technical safeguards that are designed to protect the Company’s information
systems from cybersecurity threats, including authentication and access, firewalls, intrusion prevention and detection
systems, anti-malware functionality and data protection controls, which are evaluated and improved through
vulnerability assessments and cybersecurity threat intelligence.
•
Third-Party Risk Management. We have designed and maintain a comprehensive, risk-based program in accordance
with applicable regulatory standards for identifying and overseeing cybersecurity risks, among others, presented by
third parties with whom we engage for the conduct of our business, including vendors, service providers and other
external users of our systems, as well as the systems of third parties that could adversely impact our business in the
event of a cybersecurity incident affecting those third-party systems.
•
Education and Awareness. We provide regular, mandatory training for our employees regarding cybersecurity threats
as a means to equip them with effective tools to address cybersecurity threats, and to communicate our evolving
information security policies, standards, processes and practices.
•
Incident Response Plan. In addition, we maintain a comprehensive incident response plan that provides a documented
framework for responding to actual or potential cybersecurity incidents, including timely notification to appropriate
management committees and, as appropriate, the ERC. The incident response plan is overseen by our Business
Continuity Director, who reports directly to our Chief Information Officer, and coordinated across multiple parts of the
Company, with key members of management included in the implementation and execution of the plan. The incident
response plan is updated as appropriate and evaluated at least annually.
We also engage in the periodic assessment and testing of our policies, standards, processes and practices that are designed to
address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits, assessments,
tabletop exercises, threat modeling, vulnerability and penetration testing and other exercises focused on evaluating the
effectiveness of our cybersecurity measures and planning. We regularly engage third parties to perform assessments on our
cybersecurity measures, including information security maturity assessments, audits and independent reviews of our
31
information security control environment and operating effectiveness. The results of such assessments, audits and reviews are
reported to the ERC, who reports such results to the Board as appropriate, and we tailor our cybersecurity policies, standards,
processes and practices as necessary based on the information provided by these assessments, audits and reviews.
The threat posed by cyberattacks and other cybersecurity incidents is significant, notwithstanding our prevention and mitigation
systems and processes. To date, we have not experienced cybersecurity threats, including as a result of any previous
cybersecurity incidents, that have materially affected or are reasonably likely to affect the Company, including our business
strategy, results of operations or financial condition. For additional discussion of risks from cybersecurity threats, see
“Cyberattacks or other security breaches could have a material adverse effect on our business.” in Item 1A., “Risk Factors.”
Governance
The Board, in coordination with the ERC, oversees our ERM process, including specifically the management of risks arising
from cybersecurity threats. The Board and the ERC each receive periodic presentations and reports on cybersecurity risks,
which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party
and independent reviews, the threat environment and information security considerations that may arise with respect to our
peers, key vendors and other relevant third parties. If a cybersecurity incident meeting established reporting thresholds should
occur, the Board and the ERC would also receive timely information regarding such incident, plus appropriate updates until the
situation has been sufficiently resolved.
Our CISO, who has relevant degrees and more than 18 years of information technology and information security experience,
including five years in the financial services industry, manages our enterprise information security function and administers our
information security program. The roles and responsibilities of the CISO's department include delivering and operating security
capabilities and controls to detect, identify, protect against and recover from cyberattacks, as well as coordination with our
Business Continuity Director for additional risk assessment, incident response and business resilience. These responsibilities
are addressed by a first line of defense function, with our second line of defense function providing oversight, guidance,
monitoring and management of the first line’s activities. Through ongoing engagement among these personnel, our CISO and
other key members of management routinely monitor the prevention, detection, mitigation and remediation of cybersecurity
threats and incidents, and report such threats and incidents to the ERC when appropriate.
ITEM 2. PROPERTIES
The Company’s corporate headquarters is located at 3490 Piedmont Road N.E., Suite 1550, Atlanta, Georgia 30305. The
Company occupies approximately 19,200 square feet at this location plus an additional 82,600 square feet approximately used
for a branch location and support services for banking operations, including credit, marketing and operational support. Inclusive
of the branch at its headquarters, Ameris operates 163 branch locations. Of the 163 branch locations, 137 are owned and 26 are
subject to either building or ground leases. Ameris also operates 30 mortgage and loan production offices, all of which are
subject to building leases. At December 31, 2025, there were no significant encumbrances on the offices, equipment or other
operational facilities owned by Ameris and the Bank. We believe that our properties are suitable for the purposes of our
operations.
ITEM 3. LEGAL PROCEEDINGS
Disclosure concerning legal proceedings can be found in Item 8. “Financial Statements and Supplementary Data, Notes to
Consolidated Financial Statements, Note 18. “Commitments and Contingent Liabilities” under the caption, “Litigation and
Regulatory Contingencies,” which is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
32
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AMERIS BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Ameris Bancorp and subsidiaries (the “Company” or “Ameris”) is a financial holding company headquartered in Atlanta,
Georgia, and whose primary business is presently conducted by Ameris Bank, its wholly owned banking subsidiary (the
“Bank”). Through the Bank, the Company operates a full service banking business and offers a broad range of retail and
commercial banking services to its customers concentrated in select markets in Georgia, Alabama, Florida, North Carolina and
South Carolina. The Bank also engages in mortgage banking activities, and, as such, originates, acquires, sells and services one-
to-four family residential mortgage loans primarily in the Southeast. The Bank also originates, administers and services
commercial insurance premium loans, equipment finance loans and SBA loans made to borrowers throughout the United States.
The Company and the Bank are subject to the regulations of certain federal and state agencies and are periodically examined by
those regulatory agencies.
Basis of Presentation and Accounting Estimates
The consolidated financial statements include the accounts of the Company and its subsidiaries. Variable Interest Entities for
which the Company or its subsidiaries have been determined to be the primary beneficiary are also consolidated. Significant
intercompany transactions and balances have been eliminated in consolidation.
In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United
States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the balance sheets and the reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
Acquisition Accounting
The Company accounts for business combinations using the acquisition method in accordance with ASC 805. Identifiable
assets acquired and liabilities assumed are recorded at their estimated fair values as of the acquisition date. Goodwill represents
the excess of consideration transferred over the fair value of the net assets acquired. Provisional amounts are adjusted, if
necessary, during the measurement period (not to exceed one year from the acquisition date) as additional information becomes
available. Acquisition-related costs are expensed as incurred.
The Company did not complete any business combinations during the years ended December 31, 2025, 2024, or 2023.
Transfer of Financial Assets
Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over
transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the
right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and
the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before
their maturity.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, cash items in process of collection,
amounts due from banks, interest-bearing deposits in banks, federal funds sold and restricted cash. There was no restricted cash
held at either December 31, 2025 and 2024.
Investment Securities
The Company classifies its debt securities in one of three categories: (i) trading, (ii) held-to-maturity or (iii) available-for-sale.
Trading securities are bought and held principally for the purpose of selling them in the near term. Held-to-maturity securities
are those securities for which the Company has the ability and intent to hold until maturity. All other debt securities are
classified as available-for-sale.
F-13
Available-for-sale securities are carried at fair value. Unrealized holding gains and losses, net of the related deferred tax effect,
on available-for-sale securities are excluded from earnings and are reported in other comprehensive income as a separate
component of shareholders’ equity until realized. Held-to-maturity securities are carried at amortized cost.
The amortization of premiums and accretion of discounts are recognized in interest income over the expected life of the
securities, which may be shorter than the stated life of the security. Realized gains and losses, determined on the basis of the
cost of specific securities sold, are included in earnings on the trade date. The Company has made a policy election to exclude
accrued interest from the amortized cost basis of debt securities and report accrued interest in other assets in the consolidated
balance sheets. A debt security is placed on nonaccrual status at the time any principal or interest payments become more than
90 days delinquent or if full collection of interest or principal becomes uncertain. Accrued interest for a security placed on
nonaccrual is reversed against interest income. There was no accrued interest related to debt securities reversed against interest
income for the years ended December 31, 2025, 2024 and 2023. Accrued interest receivable on debt securities totaled $12.3
million and $10.2 million as of December 31, 2025 and 2024, respectively.
The Company evaluates available-for-sale securities in an unrealized loss position to determine if credit-related impairment
exists. The Company first evaluates whether it intends to sell or more likely than not will be required to sell an impaired
security before recovering its amortized cost basis. If either criteria is met, the entire amount of unrealized loss is recognized in
earnings with a corresponding adjustment to the security's amortized cost basis. If either of the above criteria is not met, the
Company evaluates whether the decline in fair value is attributable to credit or resulted from other factors. If credit-related
impairment exists, the Company recognizes an allowance for credit losses (“ACL”), limited to the amount by which the fair
value is less than the amortized cost basis. Refer to Note 2 for additional information related to the ACL for available-for-sale
securities. Any impairment not recognized through an ACL is recognized in other comprehensive income, net of tax, as a non
credit-related impairment.
The Company uses a systematic methodology to determine its ACL for debt securities held-to-maturity considering the effects
of past events, current conditions, and reasonable and supportable forecasts on the collectability of the portfolio. The ACL is a
valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the held-
to-maturity portfolio. The Company monitors the held-to-maturity portfolio on a quarterly basis to determine whether a
valuation account would need to be recorded. Refer to Note 2 for additional information related to the ACL for held-to-
maturity securities.
Other Investments
Other investments include Federal Home Loan Bank (“FHLB”) stock. These investments do not have readily determinable fair
values due to restrictions placed on transferability and therefore are carried at cost. These investments are periodically evaluated
for impairment based on ultimate recovery of par value or cost basis. Both cash and stock dividends are reported as income.
Also included in other investments are 28,805 Visa Class B-2 restricted shares owned by the Bank with zero carrying value as
of December 31, 2025. These shares are transferable only under limited circumstances until they can be converted into the
publicly traded Visa Class A common shares. This conversion will not occur until the settlement of certain litigation which will
be indemnified by Visa members, including the Bank. Visa funded an escrow account from its initial public offering to settle
these litigation claims. Should this escrow account be insufficient to cover these litigation claims, Visa is entitled to fund
additional amounts to the escrow account by reducing each member bank’s Visa Class B conversion ratio to unrestricted Visa
Class A shares. As of December 31, 2025, the conversion ratio was 1.5108. On January 23, 2024, Visa’s common stockholders
approved amendments to the Visa’s certificate of incorporation authorizing Visa to implement an exchange offer program that
would have the effect of releasing transfer restrictions on portions of the Visa’s class B common stock. The certificate of
incorporation amendments automatically redenominate all shares of class B common stock as class B-1 common stock with no
changes to the par value, conversion features, rights and privileges of the class B common stock. The amendments also
authorized new classes of class B common stock that will only be issuable in connection with an exchange offer where a
preceding class of B common stock was tendered in exchange and retired. During the second quarter of 2024, the Company
participated in the exchange offer and exchanged all of its Class B-1 shares for a combination of Class B-2 and Class C shares
in accordance with the terms of the exchange offer. The Company subsequently sold its Class C shares during the second and
third quarters of 2024.
Loans Held for Sale
Mortgage and SBA loans held for sale are initially measured at fair value under the fair value option, as determined by
outstanding commitments from third party investors in the secondary market. Adjustments to reflect unrealized gains and losses
resulting from changes in fair value of mortgage loans held for sale and realized gains and losses upon ultimate sale of the
F-14
mortgage loans held for sale are classified as mortgage banking activity in the consolidated statements of income. Adjustments
to reflect unrealized gains and losses resulting from changes in fair value of SBA loans held for sale and realized gains and
losses upon ultimate sale of the SBA loans held for sale are classified as other noninterest income in the consolidated statements
of income.
Servicing Rights
When mortgage and SBA loans are sold with servicing retained, servicing rights are initially recorded at fair value with the
income statement effect recorded in mortgage banking activity or other noninterest income accordingly. Fair value is based on
market prices for comparable servicing contracts, when available or alternatively, is based on a valuation model that calculates
the present value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the
amortization method which requires servicing rights to be amortized into noninterest income in proportion to, and over the
period of, the estimated future net servicing income of the underlying loans.
Servicing fee income, which is reported on the income statement in mortgage banking activity for serviced mortgage loans and
other noninterest income for serviced SBA loans, is recorded for fees earned for servicing loans. The fees are based on a
contractual percentage of the outstanding principal or a fixed amount per loan and are recorded as income when earned. The
amortization of servicing rights is netted against loan servicing fee income.
Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the carrying amount.
Impairment is determined by stratifying rights into strata based on predominant risk characteristics, such as interest rate, loan
type and investor type. Impairment is recognized for a particular stratum through a valuation allowance, to the extent that fair
value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no longer exists
for a particular stratum, a reduction of the valuation allowance may be recorded as an increase to income. Changes in valuation
allowances related to servicing rights are reported in mortgage banking activity and other noninterest income on the income
statement. Refer to Note 22 for additional information related to the valuation allowance on servicing rights. The fair values of
servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and
discount rates.
Loans
Loans are reported at their outstanding principal balances less unearned income, net of deferred fees, origination costs and
unaccreted or unamortized non-credit purchase discounts or premiums, respectively. Interest income is accrued on the
outstanding principal balance. For all classes of loans, the accrual of interest on loans is discontinued when, in management’s
opinion, the borrower may be unable to make payments as they become due, unless the loan is well secured and in the process
of collection. Interest income on mortgage and commercial loans is generally discontinued and placed on nonaccrual status at
the time the loan is 90 days delinquent. Mortgage loans and commercial loans are charged off to the extent principal or interest
is deemed uncollectible. Consumer loans continue to accrue interest until they are charged off, generally between 90 and 120
days past due, unless the loan is in the process of collection. All interest accrued, but not collected for loans that are placed on
nonaccrual or charged off, is reversed against interest income. Interest received on nonaccrual loans is applied against principal
until the loans are returned to accrual status. Loans are returned to accrual status when all the principal and interest amounts
contractually due are brought current and future payments are reasonably assured.
Allowance for Credit Losses - Loans
Under the current expected credit loss model, the allowance for credit losses (“ACL”) on loans is a valuation allowance
estimated at each balance sheet date in accordance with GAAP that is deducted from the loans’ amortized cost basis to present
the net amount expected to be collected on the loans.
The Company estimates the ACL on loans based on the underlying loans’ amortized cost basis, which is the amount at which
the financing receivable is originated or acquired, adjusted for applicable accretion or amortization of premium, discount, and
net deferred fees or costs, collection of cash, and charge-offs. In the event that collection of principal becomes uncertain, the
Company has policies in place to reverse accrued interest in a timely manner. Therefore, the Company has made a policy
election to exclude accrued interest from the measurement of ACL. Accrued interest receivable on loans is reported in other
assets on the consolidated balance sheets and totaled $80.0 million and $77.3 million at December 31, 2025 and 2024,
respectively.
Expected credit losses are reflected in the allowance for credit losses through a charge to provision for credit losses. The
Company measures expected credit losses of loans on a collective (pool) basis, when the loans share similar risk characteristics.
F-15
Depending on the nature of the pool of loans with similar risk characteristics, the Company estimates a quantitative component
which currently uses the discounted cash flow (“DCF”) method or the PD×LGD method which may be adjusted for qualitative
factors as discussed further below.
The Company’s methodologies for estimating the ACL consider available relevant information about the collectability of cash
flows, including information about past events, current conditions, and reasonable and supportable forecasts. The
methodologies apply historical loss information, adjusted for asset-specific characteristics, economic conditions at the
measurement date, and forecasts about future economic conditions over a period that has been determined to be reasonable and
supportable, to the identified pools of loans with similar risk characteristics for which the historical loss experience was
observed. The Company’s methodologies revert back to historical loss information on a straight-line basis over four quarters
when it can no longer develop reasonable and supportable forecasts.
The Company has identified the following pools of loans with similar risk characteristics for measuring expected credit losses:
Commercial and industrial - These loans and leases include both secured and unsecured borrowings for working capital,
expansion, crop production, equipment finance and other business purposes. Commercial and industrial loans also include
certain U.S. Small Business Administration (“SBA”) loans. Short-term working capital loans are secured by non-real estate
collateral such as accounts receivable, crops, inventory and equipment. The Bank evaluates the financial strength, cash flow,
management, credit history of the borrower and the quality of the collateral securing the loan. The Bank often requires personal
guarantees and secondary sources of repayment on commercial and industrial loans.
Consumer - These loans include home improvement loans, automobile loans, boat and recreational vehicle financing, personal
lines of credit, and both secured and unsecured personal loans. Consumer loans carry greater risks than other loans, as the
collateral can consist of rapidly depreciating assets such as automobiles and equipment that may not provide an adequate source
of repayment of the loan in the case of default.
Mortgage warehouse - Mortgage warehouse facilities are provided to unaffiliated mortgage origination companies and are
collateralized by one-to-four family residential loans or mortgage servicing rights. The originator closes new mortgage loans
with the intent to sell these loans to third party investors for a profit. The Bank provides funding to the mortgage companies for
the period between the origination and their sale of the loan. The Bank has a policy that requires that it separately validate that
each residential mortgage loan was underwritten consistent with the underwriting requirements of the final investor or market
standards prior to advancing funds. The Bank is repaid with the proceeds received from sale of the mortgage loan to the final
investor.
Municipal - Municipal loans consist of loans made to counties, municipalities and political subdivisions. The source of
repayment for these loans is either general revenue of the municipality or revenues of the project being financed by the loan.
These loans may be secured by real estate, machinery, equipment or assignment of certain revenues.
Premium Finance - Premium finance provides loans for the acquisition of certain commercial insurance policies. Repayment of
these loans is dependent on the cash flow of the insured which can be affected by changes in economic conditions. The Bank
has procedures in place to cancel the insurance policy after default by the borrower to minimize the risk of loss.
Real Estate - Construction and Development - Construction and development loans include loans for the development of
residential neighborhoods, one-to-four family home residential construction loans to builders and consumers, and commercial
real estate construction loans, primarily for owner-occupied and investment properties. The Company limits its construction
lending risk through adherence to established underwriting procedures.
Real Estate - Commercial and Farmland - Commercial real estate loans include loans secured by owner-occupied commercial
buildings for office, storage, retail, farmland and warehouse space. They also include non-owner occupied commercial
buildings such as leased retail and office space. Multifamily residential and lodging (hotel / motel) loans are also subsegments
of commercial real estate loans. Commercial real estate loans may be larger in size and may involve a greater degree of risk
than one-to-four family residential mortgage loans. Payments on such loans are often dependent on successful operation or
management of the properties.
Real Estate - Residential - The Company's residential loans include permanent mortgage financing and home equity lines of
credit secured by one-to-four family residential properties located within the Bank's market areas. Residential real estate loans
also include purchased loan pools secured by one-to-four family residential properties located outside the Bank's market area.
F-16
Discounted Cash Flow Method
The Company uses the discounted cash flow method to estimate expected credit losses for the commercial and industrial,
consumer, real estate - construction and development, real estate - commercial and farmland and real estate - residential loan
segments. For each of these loan segments, the Company generates cash flow projections at the loan level wherein payment
expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given
default. The modeling of expected prepayment speeds and curtailment rates are based on historical internal data. The
prepayment speeds additionally utilize a forward-looking third-party prepayment model, which considers current conditions and
reasonable and supportable forecasts of future economic conditions.
The Company uses regression analysis of historical internal and peer loss data to determine suitable macroeconomic variables
to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected
probability of default and loss given default will react to forecasted levels of the macroeconomic variables over a reasonable
and supportable forecast period. For all loan pools utilizing the DCF method, the Company uses a combination of national and
regional data including gross domestic product, commercial real estate price indices, home price indices, unemployment rates,
retail sales, and rental vacancy rates depending on the nature of the underlying loan pool and how well that macroeconomic
variable correlates to expected future losses.
For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and
reverts back to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections
comprising multiple weighted scenarios from a reputable and independent third party to inform its macroeconomic variable
forecasts over the four-quarter forecast period.
The combination of adjustments for credit expectations (default and loss) and timing expectations (prepayment, curtailment,
and time to recovery) produces an expected cash flow stream at the loan level. Loan effective yield is calculated, net of the
impacts of prepayment assumptions, and the loan expected cash flows are then discounted at that effective yield to produce a
loan-level net present value of expected cash flows (“NPV”). An ACL is established for the difference between the loan’s NPV
and amortized cost basis.
PD×LGD Method
The Company uses the PD×LGD method to estimate expected credit losses (“EL”) for the municipal and premium finance loan
segments. Under the PD×LGD method, the loss rate is a function of two components: (1) the lifetime default rate (“PD”); and
(2) the loss given default (“LGD”). For the premium finance loan segment, calculations of lifetime default rates and
corresponding loss given default rates of static pools are performed. The PD×LGD method uses the default rates and loss given
default rates of different static pools to quantify the relationship between those rates and the credit mix of the pools and applies
that relationship on a going forward basis. The Company has not incurred any historical defaults or charge-offs in its municipal
portfolio. Therefore, in lieu of historical loss rates, the Company applies historical benchmarking PD and LGD ratios provided
by a reputable and independent third party to the current municipal loan balance.
Qualitative Factors
The Company uses qualitative factors for model limitations and risk uncertainty as well as for loan segment specific risks that
cannot be addressed in the quantitative methods. Credit losses on the Mortgage Warehouse segment are determined solely
using qualitative factors as the Company has not experienced historical charge-offs in this pool. All qualitative factor reserves
needed are approved by the Allowance Committee quarterly. Sources for quantitative metrics for qualitative factor adjustments
include, but are not limited to, third-party economic and forecast analysis, default rate & loss studies, academic studies,
historical loss rate benchmarking (internal & external) and statistical modeling and adjustments.
Individually Evaluated Assets
Loans that do not share risk characteristics are evaluated on an individual basis. For collateral dependent loans where the
Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial
difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the
collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of
the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit
losses are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash
flows from the operation of the collateral. The Company may, in the alternative, measure the expected credit loss as the amount
by which the amortized cost basis of the loan exceeds the estimated fair value of the collateral. When repayment is expected to
F-17
be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the
loan exceeds the fair value of the underlying collateral less estimated cost to sell. The ACL may be zero if the fair value of the
collateral at the measurement date exceeds the amortized cost basis of the loan.
The Company’s estimate of the ACL reflects losses expected over the remaining contractual life of the loans. The contractual
term does not consider extensions, renewals or modifications unless the Company has identified an expected modification.
The Company periodically provides modifications to borrowers experiencing financial difficulty. These modifications include
either payment deferrals, term extensions, interest rate reductions, principal forgiveness or combinations of modification types.
The determination of whether the borrower is experiencing financial difficulty is made on the date of the modification. When
principal forgiveness is provided, the amount of principal forgiveness is charged off against the allowance for credit losses with
a corresponding reduction in the amortized cost basis of the loan. Modifications are evaluated to determine if the restructuring
results in more than a minor modification, considered to be a change in present value of remaining cash flows under the original
instrument and under the modified terms. If the modification is determined to be more than minor, the modification is booked
as a new loan and any existing deferred fees or costs are recognized immediately. Otherwise, the modification is booked as a
continuation of the existing loan.
Charge-offs and Recoveries
Loan losses are charged against the allowance when management believes the collection of a loan’s principal is
unlikely. Subsequent recoveries are credited to the allowance. Consumer loans are charged-off in accordance with the Federal
Financial Institutions Examination Council’s (“FFIEC”) Uniform Retail Credit Classification and Account Management Policy.
Commercial loans are charged-off when they are deemed uncollectible, which usually involves a triggering event within the
collection effort. If the loan is collateral dependent, the loss is more easily identified and is charged-off when it is identified,
usually based upon receipt of an appraisal. However, when a loan has guarantor support, and the guarantor demonstrates
willingness and capacity to support the debt, the Company may carry the estimated loss as a reserve against the loan while
collection efforts with the guarantor are pursued. If, after collection efforts with the guarantor are complete, the deficiency is
still considered uncollectible, the loss is charged-off and any further collections are treated as recoveries. In all situations, when
a loan is downgraded to a risk rating of Loss, the uncollectible portion is charged-off.
Loan Commitments and Financial Instruments
Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters
of credit issued to meet customer financing needs. The Company’s exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of
those instruments. Such financial instruments are recorded when they are funded.
The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend
credit are unconditionally cancelable, through a charge to provision for unfunded commitments in the Company’s consolidated
statements of income. The ACL on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date
under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the
likelihood that funding will occur as well as any third-party guarantees and is included in other liabilities on the Company’s
consolidated balance sheets.
Premises and Equipment
Land is carried at cost. Other premises and equipment are carried at cost, less accumulated depreciation computed on the
straight-line method over the estimated useful lives of the assets. In general, estimated lives for buildings are up to 40 years,
furniture and equipment useful lives range from three to 20 years and the lives of software and computer related equipment
range from three to five years. Leasehold improvements are amortized over the life of the related lease, or the related assets,
whichever is shorter. Expenditures for major improvements of the Company’s premises and equipment are capitalized and
depreciated over their estimated useful lives. Minor repairs, maintenance and improvements are charged to operations as
incurred. When assets are sold or disposed of, their cost and related accumulated depreciation are removed from the accounts
and any gain or loss is reflected in earnings.
Leases
The Company has entered into various operating leases for certain branch locations, ATM locations, loan production offices,
and corporate support services locations. Generally, these leases have initial lease terms of 13 years or less. Many of the leases
F-18
have one or more lease renewal options. The exercise of lease renewal options is at our sole discretion. The Company does not
consider exercise of any lease renewal options reasonably certain. Certain of our lease agreements contain early termination
options. No renewal options or early termination options have been included in the calculation of the operating right-of-use
assets or operating lease liabilities. Certain of our lease agreements provide for periodic adjustments to rental payments for
inflation. At the commencement date of the lease, the Company recognizes a lease liability at the present value of the lease
payments not yet paid, discounted using the discount rate for the lease or the Company’s incremental borrowing rate. As the
majority of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate at the
commencement date in determining the present value of lease payments. The incremental borrowing rate is based on the term
of the lease. At the commencement date, the company also recognizes a right-of-use asset measured at (i) the initial
measurement of the lease liability; (ii) any lease payments made to the lessor at or before the commencement date less any lease
incentives received; and (iii) any initial direct costs incurred by the lessee. Leases with an initial term of 12 months or less are
not recorded on the balance sheet. For these short-term leases, lease expense is recognized on a straight-line basis over the
lease term. At December 31, 2025, the Company had no leases classified as finance leases. The Company rents or subleases
certain real estate to third parties. The Company's sublease portfolio consists of operating leases of former branch locations or
excess space in branch or corporate facilities.
Goodwill and Intangible Assets
Goodwill represents the excess of cost over the fair value of the net assets purchased in business combinations. Goodwill is
required to be tested annually for impairment or whenever events occur that may indicate that the recoverability of the carrying
amount is not probable. In the event of an impairment, the amount by which the carrying amount exceeds the fair value is
charged to earnings. The Company performs its annual impairment testing of goodwill in the fourth quarter of each year. Refer
to Note 5 for additional information related to goodwill.
Intangible assets include core deposit premiums from various past bank acquisitions as well as intangible assets recorded in
connection with certain non-bank acquisitions for referral relationships, trade names, non-compete agreements and patent
assets. Intangible assets are initially recognized based on a valuation performed as of the acquisition date.
Core deposit premiums acquired in various past bank acquisitions are based on the established value of acquired customer
deposits. The core deposit premium is amortized over an estimated useful life of seven to ten years.
The referral relationship intangibles are amortized over an estimated useful life of eight to ten years. Trade name intangible
assets are being amortized over an estimated useful life of five to seven years. Non-compete agreement and patent intangible
assets are being amortized over estimated useful lives of three years and ten years, respectively.
Amortization periods for intangible assets are reviewed annually in connection with the annual impairment testing of goodwill.
Cash Value of Bank Owned Life Insurance
The Company has purchased life insurance policies on certain officers. The life insurance is recorded at the amount that can be
realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or
other amounts due that are probable at settlement.
Other Real Estate Owned
Foreclosed assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value less
estimated cost to sell. Any write-down to fair value at the time of transfer to foreclosed assets is charged to the allowance for
credit losses. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the
lower of carrying amount or fair value less cost to sell. Costs of improvements are capitalized up to the fair value of the
property, whereas costs relating to holding foreclosed assets and subsequent adjustments to the value are charged to operations
in credit resolution-related expenses in the consolidated statements of income.
Income Taxes
Deferred income tax assets and liabilities are the expected future tax amounts for temporary differences between carrying
amounts and tax bases of assets and liabilities, computed using enacted tax rates.
In the event the future tax consequences of differences between the financial reporting bases and the tax bases of the assets and
liabilities results in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by
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