UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

COMMISSION FILE NUMBER 001-12307

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

(Exact name of registrant as specified in its charter)

United States of America	87-0189025
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
One South Main
Salt Lake City, Utah	84133-1109
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (801) 844-7637

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbols	Name of Each Exchange on Which Registered
Common Stock, par value $0.001	ZION	The NASDAQ Stock Market LLC
Depositary Shares each representing a 1/40th ownership interest in a share of:
Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock	ZIONP	The NASDAQ Stock Market LLC
Series G Fixed/Floating-Rate Non-Cumulative Perpetual Preferred Stock	ZIONO	The NASDAQ Stock Market LLC
6.95% Fixed-to-Floating Rate Subordinated Notes due September 15, 2028	ZIONL	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

Aggregate Market Value of Common Stock Held by Non-affiliates at June 30, 2021                $8,437,915,233

Number of Common Shares Outstanding at February 7, 2022                             151,574,325 shares

Documents Incorporated by Reference:

Part III: Items 10-14 — Proxy Statement for the 2022 Annual Meeting of Shareholders to be held April 29, 2022.

1

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

TABLE OF CONTENTS

PART I
Item 1.	Business	4
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	20
Item 3.	Legal Proceedings	21
Item 4.	Mine Safety Disclosures	21
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Reserved	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	72
Item 8.	Financial Statements and Supplementary Data	72
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	141
Item 9A.	Controls and Procedures	141
Item 9B.	Other Information	141
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	142
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	142
Item 11.	Executive Compensation	142
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	142
Item 13.	Certain Relationships and Related Transactions, and Director Independence	142
Item 14.	Principal Accountant Fees and Services	142
PART IV
Item 15.	Exhibits and Financial Statement Schedules	142
Item 16.	Form 10-K Summary	147
Signatures		148

2

Table of Contents

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

GLOSSARY OF ACRONYMS AND ABBREVIATIONS

ACL	Allowance for Credit Losses	Fintech	Financial Technology Company
AFS	Available-for-Sale	FRB	Federal Reserve Board
ALCO	Asset/Liability Committee	FTP	Funds Transfer Pricing
ALLL	Allowance for Loan and Lease Losses	GAAP	Generally Accepted Accounting Principles
Amegy	Amegy Bank, a division of Zions Bancorporation, National Association	HECL	Home Equity Credit Line
AMERIBOR	American Interbank Offered Rate	HTM	Held-to-Maturity
AOCI	Accumulated Other Comprehensive Income	IMG	International Manufacturing Group
ASC	Accounting Standards Codification	IPO	Initial Public Offering
ASU	Accounting Standards Update	IRS	Internal Revenue Service
ATM	Automated Teller Machine	ISDA	International Swaps and Derivative Association
BOLI	Bank-Owned Life Insurance	KBW	Keefe, Bruyette & Woods, Inc.
bps	Basis Points	KRX	KBW REgional Bank Index
BSBY	Bloomberg Short-Term Bank Yield	LIBOR	London Interbank Offered Rate
CB&T	California Bank & Trust, a division of Zions Bancorporation, National Association	MD&A	Management’s Discussion and Analysis
CCAR	Comprehensive Capital Analysis and Review	Municipalities	State and Local Governments
CCPA	California Consumer Privacy Act of 2018	NASDAQ	National Association of Securities Dealers Automated Quotations
CECL	Current Expected Credit Loss	NAV	Net Asset Value
CET1	Common Equity Tier 1 (Basel III)	NBAZ	National Bank of Arizona, a division of Zions Bancorporation, National Association
CFPB	Consumer Financial Protection Bureau	NIM	Net Interest Margin
CLTV	Combined Loan-to-Value Ratio	NM	Not Meaningful
CMC	Capital Management Committee	NSB	Nevada State Bank, a division of Zions Bancorporation, National Association
CMT	Constant Maturity Treasury	OCC	Office of the Comptroller of the Currency
COSO	Committee of Sponsoring Organizations of the Treadway Commission	OCI	Other Comprehensive Income
CPRA	California Privacy Rights Act	OREO	Other Real Estate Owned
CRA	Community Reinvestment Act	PCAOB	Public Company Accounting Oversight Board
CRE	Commercial Real Estate	PEI	Private Equity Investment
CSA	Credit Support Annex	PPNR	Pre-provision Net Revenue
CSV	Cash Surrender Value	PPP	Paycheck Protection Program
CVA	Credit Valuation Adjustment	ROC	Risk Oversight Committee
Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act	ROU	Right-of-Use
DTA	Deferred Tax Asset	RULC	Reserve for Unfunded Lending Commitments
DTL	Deferred Tax Liability	S&P	Standard and Poor's
EaR	Earnings at Risk	SBA	U.S. Small Business Administration
EPS	Earnings per Share	SBIC	Small Business Investment Company
ERM	Enterprise Risk Management	SEC	Securities and Exchange Commission
ERMC	Enterprise Risk Management Committee	SOFR	Secured Overnight Financing Rate
ESG	Environmental, Social, and Governance	TCBW	The Commerce Bank of Washington, a division of Zions Bancorporation, National Association
EVE	Economic Value of Equity at Risk	TDR	Troubled Debt Restructuring
FAMC	Federal Agricultural Mortgage Corporation, or “Farmer Mac”	Tier 1	Common Equity Tier 1 (Basel III) and Additional Tier 1 Capital
FASB	Financial Accounting Standards Board	U.S.	United States
FDIC	Federal Deposit Insurance Corporation	Vectra	Vectra Bank Colorado, a division of Zions Bancorporation, National Association
FDICIA	Federal Deposit Insurance Corporation Improvement Act	VIE	Variable Interest Entity
FHLB	Federal Home Loan Bank	Zions Bank	Zions Bank, a division of Zions Bancorporation, National Association
FINRA	Financial Industry Regulatory Authority

3

Table of Contents

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

PART I

FORWARD-LOOKING INFORMATION

This annual report includes “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and assumptions regarding future events or determinations, all of which are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements, industry trends, and results or regulatory outcomes to differ materially from those expressed or implied. Forward-looking statements include, among others:

•statements with respect to the beliefs, plans, objectives, goals, targets, commitments, designs, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of Zions Bancorporation, National Association and its subsidiaries (collectively “Zions Bancorporation, N.A.,” “the Bank,” “we,” “our,” “us”); and

•statements preceded or followed by, or that include the words “may,” “might,” “can,” “continue,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “forecasts,” “expect,” “intend,” “target,” “commit,” “design,” “plan,” “projects,” “will,” and the negative thereof and similar words and expressions.

These forward-looking statements are not guarantees, nor should they be relied upon as representing management’s views as of any subsequent date. Actual results and outcomes may differ materially from those presented. Although this list is not comprehensive, important factors that may cause material differences include changes in general industry and economic conditions, including inflation; changes and uncertainties in legislation and fiscal, monetary, regulatory, trade and tax policies; changes in interest and reference rates; the quality and composition of our loan and securities portfolios; our ability to recruit and retain talent, including increased competition for qualified candidates as a result of expanded remote-work opportunities and increased compensation expenses; competitive pressures and other factors that may affect aspects of our business, such as pricing, demand for our products and services; our ability to execute our strategic plans, manage our risks, and achieve our business objectives; our ability to develop and maintain information security systems and controls designed to guard against fraud, cyber, and privacy risks; the effects of the COVID-19 pandemic (including variants) and associated actions such as shutdowns, vaccine mandates, testing requirements, and protests that may affect our business, employees, and communities; other national or international crises or conflicts that may occur in the future; and governmental and social responses to environmental issues and climate change.

We caution against the undue reliance on forward-looking statements, which reflect our views only as of the date they are made. Except to the extent required by law, we specifically disclaim any obligation to update any factors or to publicly announce the revisions to any of the forward-looking statements included herein to reflect future events or developments.

ITEM 1. BUSINESS

DESCRIPTION OF BUSINESS

Zions Bancorporation, National Association (“Zions Bancorporation, N.A.,” “the Bank,” “we,” “our,” “us”) is a bank headquartered in Salt Lake City, Utah with annual net revenue (net interest income and noninterest income) of $2.9 billion in 2021, and total assets of $93 billion at December 31, 2021. We provide a wide range of banking products and related services, primarily in the states of Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. We have more than one million customers, served by our 418 branches at year-end 2021. We had 9,685 full-time equivalent employees at December 31, 2021. At year end, we had a strong capital position, with a Common Equity Tier 1 (“CET1”) capital to total risk-weighted assets ratio of 10.2%, which is considered well capitalized under regulatory definitions.

We conduct our operations primarily through seven separately managed bank divisions, which we refer to as “affiliates,” or “affiliate banks,” each with its own local branding and management team. These affiliate banks comprise our primary business segments as referred to throughout this document. We emphasize local authority, responsibility, and pricing; and customization of certain products (as applicable) designed to maximize customer

4

Table of Contents

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

satisfaction and strengthen community relations. For further information about our segments, see “Business Segment Results” on page 40 in Management's Discussion and Analysis (“MD&A”) and Note 22 of the Notes to Consolidated Financial Statements.

We focus on serving our customers and communities. Our experienced bankers develop long-lasting relationships with our customers by providing competitive products and award-winning service. Building and sustaining these relationships is essential to understanding and meeting our customers’ needs.

PRODUCTS AND SERVICES

Some of the products and services we provide include:

•Commercial business banking. We serve a wide range of commercial customers, small- and medium-sized businesses, and large corporations, supported by our high-quality treasury, cash management, and digital banking products and services. Specialties within our commercial business banking include:

◦Municipal and public finance services

◦Merchant and payment processing services

◦Corporate cards

◦Capital markets, syndication, and foreign exchange services

◦Term real estate lending

◦Construction and land development lending

•Retail banking. We have a strong retail banking business in several of our markets, with competitive products and top-quality online and mobile offerings, focused on serving consumers and small businesses. Our retail banking products and services include:

◦Residential mortgages

◦Home equity lines of credit

◦Personal lines of credit and installment consumer loans

◦Depository account services

◦Consumer cards

◦Personal trust services

•Wealth management and private client banking. We offer various wealth management solutions to customers, which is one of the fastest growing segments of our company. Our planning-driven offerings combined with high-touch service and sophisticated asset management capabilities have resulted in substantial growth in assets under management. We also offer advanced business succession and estate planning services to our most complex business customers, helping prepare them for important transitions.

COMPETITION

We operate in a highly competitive environment. Our most direct competition for loans, deposits, and other banking services such as mortgage banking, merchant services, and payment processing comes from other commercial banks, credit unions, and financial technology companies. Some of these financial institutions do not have a physical presence in our market footprint, but solicit business via the internet and other means. We also compete with finance companies, mutual fund companies, insurance companies, brokerage firms, securities dealers, investment banking companies, financial technology companies (“fintech”), other nontraditional lending and banking companies, and a variety of other types of companies. Some of our competitors may have fewer regulatory constraints, and some have lower cost structures or tax burdens.

Our key differentiators include the quality of service delivered, our local community knowledge, convenience of office locations, online banking functionality and other delivery methods, a wide range of products and services

5

Table of Contents

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

offered, and the overall relationship with our clients. We strive to compete effectively in all of these areas to remain successful.

SUPERVISION AND REGULATION

This section describes the material elements of selected laws and regulations applicable to us. The descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described. The banking and financial services business in which we engage is highly regulated. Such regulation is intended to improve the stability of banking and financial companies and to protect the interests of customers and taxpayers. These regulations are not generally intended to protect the interests of our shareholders or creditors. Banking laws and regulations have given financial regulators expanded powers over many aspects of the financial services industry, which have reduced, and may continue to reduce, returns earned by shareholders. Furthermore, changes in applicable laws or regulations, and in their application by regulatory agencies cannot be predicted and may have a material effect on our business and results.

General

We are subject to the provisions of the National Bank Act and other statutes governing national banks, as well as the rules and regulations of the Office of the Comptroller of the Currency (“OCC”), the Consumer Financial Protection Bureau (“CFPB”), and the Federal Deposit Insurance Corporation (“FDIC”). We are also subject to examination and supervision by the OCC and examination by the CFPB in respect of federal consumer financial regulations. We, as well as some of our subsidiaries, are also subject to regulation by other federal and state agencies. These regulatory agencies may exert considerable influence over our activities through their supervisory and examination roles. Our brokerage and investment advisory subsidiaries are regulated by the Securities and Exchange Commission (“SEC”), Financial Industry Regulatory Authority (“FINRA”), and state securities regulators.

The National Bank Act

Our corporate affairs are governed by the National Bank Act, and related regulations are administered by the OCC. With respect to securities matters, we are not subject to the Securities Act, but are subject to OCC regulations governing securities offerings. Our common stock and certain other securities are registered under the Exchange Act, which vests the OCC with the power to administer and enforce certain sections of the Exchange Act applicable to national banks, though we continue to make filings required by the Exchange Act with the SEC as a voluntary filer. These statutory and regulatory frameworks are not as well-developed as the corporate and securities law frameworks applicable to many other publicly held corporations.

The National Bank Act provides that under certain circumstances the common stock of a national bank is assessable, i.e., holders may be subject to a levy for more funds if so determined by the OCC. The OCC has confirmed that under the applicable provisions of the National Bank Act, assessability is limited to the par value of a national bank’s stock. Our common stock has a par value of $0.001. In addition, according to the OCC, it has not exercised its authority to levy assessments since 1933 and views the assessability authority as a mechanism for addressing capital deficiency that has long been overtaken by developments in statute and regulation, including robust capital standards, prompt corrective action requirements, and supervisory and enforcement authorities requiring an institution to maintain capital at a particular level.

Capital Standards – Basel Framework

At December 31, 2021, we met all capital adequacy requirements under the Basel III capital rules, which include certain risk-based capital and leverage ratio requirements prescribed by the OCC. The Basel III capital rules define the components of capital and risk weights, where applicable, and other factors affecting the numerator and denominator in banking institutions’ regulatory capital ratios.

Under the Basel III capital rules, the minimum capital ratio requirements are as follows:

•4.5% CET1 to risk-weighted assets;

•6.0% Tier 1 capital (i.e., CET1 plus Additional Tier 1) to risk-weighted assets;

6

Table of Contents

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

•8.0% Total capital (i.e., Tier 1 plus Tier 2) to risk-weighted assets; and

•4.0% Tier 1 capital to average consolidated assets (known as the “Tier 1 leverage ratio”).

The Basel III capital rules also require us to maintain a 2.5% “capital conservation buffer” designed to absorb losses during periods of economic stress, composed entirely of CET1, and in excess of the minimum risk-weighted asset ratios, effectively resulting in minimum ratios of (1) CET1 to risk-weighted assets of at least 7.0%, (2) Tier 1 capital to risk-weighted assets of at least 8.5%, and (3) Total capital to risk-weighted assets of at least 10.5%. Financial institutions with a ratio of CET1 to risk-weighted assets above the minimum, but below the capital conservation buffer, face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. The severity of the constraint depends on the amount of the shortfall and the institution’s “eligible retained income,” which is defined as four quarters of trailing net income, net of distributions and associated tax effects not already reflected in net income.

Capital Planning and Stress Testing

We utilize stress testing as an important mechanism to inform our decisions on the appropriate level of capital, based upon actual and hypothetically stressed economic conditions. Our 2021 internal stress test included hypothetical scenarios that reflected the ongoing economic impact of the COVID-19 pandemic. The results of the stress test indicated that we would maintain regulatory capital ratios at levels adequate for our risk profile throughout the nine-quarter horizon for the hypothetical stress test. Regulations promulgated under the Dodd-Frank Act require many banks to adhere to an annual Comprehensive Capital Analysis and Review (“CCAR”) process and stress testing administered by the Federal Reserve Board (“FRB”). We are not regulated by the FRB and therefore are not subject to this process. However, we use the FRB's CCAR process, including published economic scenarios, to inform our stress testing activities.

Liquidity

Our liquidity profile remained very strong during 2021. We manage liquidity in accordance with the Basel III liquidity requirements, and we utilize internal liquidity stress tests as our primary tool for establishing and managing liquidity guidelines including, but not limited to, holdings of investment securities and other liquid assets, maintaining levels of readily available contingency funding, concentrations of funding sources, and the maturity profile of liabilities.

Financial Privacy and Cyber Security

The federal banking regulators have enacted rules that limit the ability of banks and other financial institutions to disclose nonpublic information about consumers to unaffiliated third parties, including provisions of the Gramm-Leach-Bliley Act, which require financial institutions to disclose privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to an unaffiliated third party. These regulations affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. In addition, consumers may also prevent disclosure of certain information among affiliated companies that is assembled or used to determine eligibility for a product or service, such as that shown on consumer credit reports and asset and income information from applications. Consumers also have the option to direct banks and other financial institutions not to share information about transactions and experiences with affiliated companies for the purpose of marketing products or services. 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.

State regulators have been increasingly active in implementing privacy and cybersecurity standards and regulations. Recently, several states have enacted regulations requiring certain financial institutions to implement cybersecurity programs and have provided detailed requirements with respect to these programs, including data encryption requirements. Many states have also recently implemented or modified their data breach notification and data privacy requirements. In June 2018, the California legislature passed the California Consumer Privacy Act of 2018 (the “CCPA”), which took effect on January 1, 2020 and which was further amended in November 2020 by the California Privacy Rights Act (the “CPRA”). The CCPA, as amended, covers businesses that obtain or access

7

Table of Contents

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

personal information on California residents, grants them enhanced privacy rights and control over their personal information, and imposes significant requirements on covered companies with respect to individual data privacy rights. Some of the rights afforded to California residents also extend to California employees, though the CPRA amendments now exempt certain employee information and employer usage from some of the CPRA provisions until at least January 1, 2023. Other states have implemented, or are considering, similar privacy laws. We expect this trend of state-level activity to continue and are continually monitoring developments in the states in which we operate.

Data and cybersecurity laws and regulations are evolving rapidly, remain a focus of state and federal regulators, are likely to be the subject of future rule making, and will continue to have a significant impact on our risk management practices.

Prompt Corrective Action

The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) requires each federal banking agency to take prompt corrective action to resolve identified problems of insured depository institutions, including, but not limited to, those that fall below one or more prescribed minimum capital ratios. Pursuant to FDICIA, the FDIC promulgated regulations defining the following five categories in which an insured depository institution will be placed, based on the level of its capital ratios: well-capitalized, adequately capitalized, under-capitalized, significantly under-capitalized, and critically under-capitalized. Under the prompt corrective action provisions of FDICIA as modified by the Basel III capital rules, an insured depository institution will generally be classified as well-capitalized if it has a CET1 ratio of at least 6.5%, a Tier 1 risk-based capital ratio of at least 8%, a total risk-based capital ratio of at least 10%, and a Tier 1 leverage ratio of at least 5%. An insured depository institution will generally be classified as under-capitalized if it has a CET1 ratio less than 4.5%, a Tier 1 risk-based capital ratio less than 6%, a total risk-based capital ratio less than 8%, and a Tier 1 leverage ratio less than 4%.

At December 31, 2021, our capital ratios exceeded those required for an institution to be considered well capitalized under these regulations.

An institution that is classified as well-capitalized, adequately capitalized, or under-capitalized, may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition or an unsafe or unsound practice warrants such treatment. At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, interest rates paid on deposits, the acceptance of brokered deposits, and restrictions or prohibitions on the payment of dividends. Furthermore, if a bank is classified in one of the under-capitalized categories, it is required to submit a capital restoration plan to the federal bank regulator add back some language taken out.

Other Regulations

We are subject to a wide range of other requirements and restrictions contained in both federal and state laws. These regulations include, but are not limited to, the following:

•Limitations on dividends payable to shareholders. Our ability to pay dividends on both our common and preferred stock is subject to regulatory restrictions. See Note 15 of the Notes to Consolidated Financial Statements for additional information.

•Safety and soundness standards prescribed in the FDICIA, including standards related to internal controls, information systems, internal audit, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, as well as other operational and management standards deemed appropriate by the federal banking agencies.

•Requirements for approval of acquisitions and restrictions on other activities. The National Bank Act requires regulatory and shareholder approval of all mergers between a national bank and another national or state bank and do not allow for the direct merger into a national bank of a unaffiliated nonbank. See discussion under “Risk Factors.” Other laws and regulations governing national banks contain similar provisions concerning acquisitions and activities.

8

Table of Contents

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

•Limits on interchange fees imposed under the Dodd-Frank Act, including a set of rules requiring that interchange transaction fees for electronic debit transactions be reasonable and proportional to certain costs associated with processing the transactions.

•Limitations on the dollar amount of loans made to a borrower and its affiliates.

•Limitations on transactions with affiliates.

•Restrictions on the nature and amount of any investments and ability to underwrite certain securities.

•Requirements for opening of branches.

•A number of federal and state consumer protection laws, including fair lending and truth in lending requirements, to provide equal access to credit and to protect consumers in credit transactions. In addition, as a bank with $10 billion or more in assets, we are subject to examination and primary enforcement authority with respect to consumer financial laws by the CFPB, which has broad rule making, supervisory and enforcement powers under various federal consumer financial protection laws.

•Community Reinvestment Act (“CRA”) requirements. The CRA requires banks to help serve the credit needs in their communities, including providing credit to low- and moderate-income individuals. If we fail to adequately serve our communities, penalties may be imposed including denials of applications to add branches, relocate, add subsidiaries and affiliates, and merge with or purchase other financial institutions.

•Requirements regarding the time, manner, and form of compensation given to key executives and other personnel receiving incentive compensation. These restrictions include documentation and governance, deferral, risk-balancing, and clawback requirements. Any deficiencies in compensation practices may be incorporated into supervisory ratings, which can affect our ability to make acquisitions or engage in certain other activities, or could result in regulatory enforcement actions.

•Anti-money laundering regulations. The Bank Secrecy Act, Title III of the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”), and other federal laws require financial institutions to assist United States (“U.S.”) government agencies in detecting and preventing money laundering and other illegal acts by maintaining policies, procedures and controls designed to detect and report money laundering, terrorist financing, and other suspicious activity.

We are subject to the Sarbanes-Oxley Act of 2002, certain provisions of the Dodd-Frank Act, and other federal and state laws and regulations which address, among other issues, corporate governance, auditing and accounting, and enhanced and timely disclosure of corporate information. The National Association of Securities Dealers Automated Quotations (“NASDAQ”) market has also enacted corporate governance rules, including director diversity standards, which are intended to allow shareholders and investors to more easily and efficiently monitor the performance of companies and the independence, diversity, and effectiveness of their directors.

Environmental, social, and governance (“ESG”) standards and concerns continue to evolve and have become more prominent in recent years. We are closely monitoring developments in standards published by ESG interest groups and organizations, as well as proposed regulatory initiatives and expectations relating to ESG issues. Although we believe the way we do business has been and is consistent with many of these standards and expectations, our ongoing monitoring enables us to enhance our business practices by incorporating ESG recommendations that we believe will benefit our investors, customers, employees, and communities. We publish a Corporate Responsibility Report that provides a summary of how we address ESG issues. The report is available on our website.

Our Board of Directors (“Board”) has overseen management’s establishment of a comprehensive system of corporate governance and risk management practices. This system includes frameworks, policies, and guidelines such as Corporate Governance Guidelines; a Code of Business Conduct and Ethics for Employees; a Directors Code of Conduct; a Risk Management Framework; a Related Party Transaction Policy; Stock Ownership and Retention Guidelines; a Compensation Clawback Policy; an Insider Trading Policy, including provisions prohibiting hedging and placing restrictions on the pledging of bank stock by insiders; and charters for the Executive, Audit, Risk Oversight, Compensation, and Nominating and Corporate Governance Committees. More information on our

9

Table of Contents

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

corporate governance practices is available on our website at zionsbancorporation.com. Our website is not part of this Form 10-K.

HUMAN CAPITAL MANAGEMENT

We are proud of our employees who bring their unique, diverse talents to work each day. We are committed to identifying, recognizing, and creating fulfilling opportunities for our employees, and rewarding them for their contributions to our success.

The COVID-19 pandemic continued to have a significant impact on how we work and the work we perform. Since the beginning of the pandemic in 2020, we successfully transitioned approximately 70% of our employees to working remotely. We implemented additional programs to promote mental health and wellness, as well as policies and procedures to keep our employees safe, including work-from-home arrangements, elevated cleaning standards of our facilities, required masking, and we strongly encourage our employees to be fully vaccinated. We continue to monitor and adjust our policies and procedures to keep our people safe.

As the pandemic subsides and vaccination rates increase, we look forward to returning to our offices in-person more regularly. We believe that in-person exchange of ideas and viewpoints, in both formal and informal settings, improves productivity and supports a strong corporate culture.

The number of full-time equivalent employees at December 31, 2021 totaled 9,685, and remained relatively flat from the prior year period. The following schedule presents certain demographic attributes of our employees at December 31, 2021.

Schedule 1

	Women		People of Color		Disabled		Veterans
Employee Roles
Management	51	%	27	%	11	%	3	%
Non-management	60	%	38	%	12	%	2	%
Overall	58	%	35	%	12	%	3	%

The following objectives and initiatives are integral to our human capital management efforts:

Cultivating a diverse, equitable, and inclusive environment for our employees, our customers, and the communities in which we operate

We believe in an environment where people are respected and valued, regardless of their differences. We also believe that our performance is stronger when we are able to draw upon the talents and experience of a diverse team of employees.

We use analytics, recruiting outreach efforts, and manager training to reach a diverse, qualified group of potential applicants to secure and retain a high-performing workforce drawn from all segments of society. To identify qualified candidates, our recruiting team partners with community organizations, schools, and governmental entities that support marginalized and underserved communities in our footprint. Our 2021 Corporate Responsibility Report highlights several achievements in this area. For example, in our 2021 Banker Development Program that attracts and advances undergraduates and early-career professionals, 53% of participants were women and 38% were people of color. Of the participants in our 2021 college internship program, 30% were women and 28% were people of color.

We have instituted enterprise-wide and affiliate diversity, equity, and inclusion councils; employee business forums; regional inclusion champions; mental health initiatives; and a broad range of employee and community events. Throughout the organization, employee business resource groups foster a sense of community and enable greater connectivity and support among employees through forum meetings and discussions, which are open to all

10

Table of Contents

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

employees and offer networking and initiatives that support our commitment to diversity, both internally and externally.

Attracting, developing, and retaining talent for long-term success

We are committed to attracting, developing, and retaining the most qualified individuals who reflect the diversity of the markets in which we operate, to helping our employees grow in their careers, and to actively building a pipeline of talent for future leadership opportunities. As we attract and hire talent, we proactively consider the demand for competencies that will be needed within the workforce of the future.

We offer more than 2,000 virtual, in-person, and pre-recorded or self-paced learning options for employees to create tailored learning plans for personal and professional development. In 2021, we hosted more than 900 training experiences to support employees, build new skills, or to assist in career advancement. We offer new manager programs, tuition reimbursement, education sponsorship opportunities, job shadowing, coaching, and formal mentoring programs. Of the participants in our 2021 mentor program, 53% were women and 25% were people of color. Our talent development program and individual development plans focus on education, experience, and exposure to help create well-rounded and successful employees.

We are also mindful of the increasing competition for talent in the current labor market. Our overall 2021 turnover rates and time-to-fill for vacancies were comparable to the annual rates we experienced prior to the pandemic. We continue to analyze relevant metrics related to employee recruiting and turnover, which has and will continue to impact wages and flexible work arrangements.

Recognizing, engaging, and rewarding our employees

We support a culture of integrity, engagement, and achievement through comprehensive rewards and recognition. Our programs are designed to enhance the employee experience, drive retention, promote recognition, and reward high performance. We provide meaningful upside opportunities for those who take accountability for business objectives that help us deliver superior results while reducing risk.

We routinely assess pay equity among employees across our organization by analyzing potential disparities in pay based on gender, minority status, and other factors. These actions help us compensate employees fairly. During 2021, we enlisted the services of an independent third party that found after adjusting for relevant variables such as education, experience, performance, and geography, women are paid, on average, approximately 99% of what men are paid, and people of color are paid approximately 98% of what white employees are paid.

Our employees provide regular feedback through enterprise outreach and engagement forums, which include quarterly leadership calls, biannual employee opinion surveys, and targeted focus groups. These forums for employee input continue to help strengthen working relationships with managers, improve clarity of organizational purpose and goals, and reinforce our Guiding Principles and Code of Business Conduct and Ethics.

We value work-life balance and strive to create a work environment that supports our employees with mental, physical, social, and financial wellness. Some of our key benefits include the following:

•Corporate match for our 401(k) plan of 4.5% of an employee’s salary and incentive compensation;

•Annual profit-sharing contributions;

•Health care plan options including behavioral health, wellness, and autism spectrum disorder services;

•Preventive prescription drug coverage not subject to deductibles;

•Paid parental program allowing time off for mothers, fathers, and domestic partners;

•Adoption assistance program; and

•Paid time off for various community service activities and other volunteer opportunities.

11

Table of Contents

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

ITEM 1A. RISK FACTORS

We generate revenue and grow our businesses by taking prudent and appropriately priced risks. These risks are outlined in our Risk Management Framework. Our Board has established an Audit Committee, a Compensation Committee, a Risk Oversight Committee (“ROC”), and appointed an Enterprise Risk Management Committee (“ERMC”) to oversee and implement the Risk Management Framework. The ERMC is comprised of senior management and is chaired by the Chief Risk Officer. Our largest risk exposure has traditionally come from the acceptance of credit risk inherent in extensions of credit to customers. In addition to credit risk, these committees also monitor the following risk areas: market and interest rate risk; liquidity risk; strategic and business risk; operational risk; technology risk; cyber risk; capital/financial reporting risk; legal/compliance risk (including regulatory risk); and reputational risk, as outlined in our risk taxonomy. We have developed policies, procedures, and controls designed to address these risks, but there can be no certainty that our actions will be effective to prevent or limit the effects of these risks on our business or performance. Although not comprehensive, risk factors that are material to us are described below.

Credit Risk

Credit quality has adversely affected us in the past and may adversely affect us in the future.

Credit risk is one of our most significant risks. A decline in the strength of the U.S. economy in general or the local economies in which we conduct operations could result in, among other things, deterioration in credit quality and/or reduced demand for credit, including a resultant adverse effect on the income from our loan and investment portfolios, an increase in charge-offs, and an increase in the allowance for credit losses (“ACL”).

We have concentrations of risk in our loan portfolio, including loans secured by real estate, oil and gas-related lending, and leveraged and enterprise value lending, which may have unique risk characteristics that may adversely affect our results.

Concentration or counterparty risk could adversely affect us. Concentration risk across our loan and investment securities portfolios could pose significant additional credit risk to us due to similar exposures between the two asset types. Counterparty risk arising from derivative or securities financing transactions could also pose additional credit risk.

We engage in commercial real estate (“CRE”) term and construction and land acquisition and development lending, primarily in our Western states footprint. We also have a concentration in oil and gas-related lending, primarily in Texas, as well as concentrations in leveraged and enterprise value lending across our entire footprint. These concentrations are subject to specific risks, including governmental and social responses to environmental issues and climate change, volatility, and potential significant and prolonged declines in collateral values and activity levels. We may have other unidentified concentrated or correlated risks in our loan portfolio.

Our business is highly correlated to local economic conditions in a specific geographic region of the U.S.

We provide a wide range of banking products and related services through our local management teams and unique brands in Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. At December 31, 2021, loan balances associated with our banking operations in Utah/Idaho, Texas, and California comprised 77% of the commercial lending portfolio, 73% of the CRE lending portfolio, and 71% of the consumer lending portfolio. As a result of this geographic concentration, our financial performance depends largely upon economic conditions in these market areas. Accordingly, deterioration in economic conditions, such as that caused by climate change or natural disasters, may specifically affect these states, and could result in higher credit losses and significantly affect our consolidated operations and financial results.

For information about how we manage credit risk, see “Credit Risk Management” on page 48 in MD&A.

12

Table of Contents

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

Market and Interest Rate Risk

We could be negatively affected by adverse economic conditions.

Adverse economic conditions negatively affect our business, including our loan and investment portfolios, capital levels, results of operations, and financial condition. Prolonged periods of slow growth, significant inflationary pressures, volatility and disruption in financial markets, continued uncertainties and disruptions arising from the COVID-19 pandemic (including the emergence of new variants), and other adverse economic conditions could lead to lower demand for loans, higher credit losses, and lower fee income, among other effects.

Failure to effectively manage our interest rate risk could adversely affect our results.

Net interest income is the largest component of our revenue. Interest rate risk is managed by the Asset Liability Management Committee. Factors beyond our control can significantly influence the interest rate environment and increase our risk. These factors include changes in the prevailing interest rate environment, competitive pricing pressures for our loans and deposits, adverse shifts in the mix of deposits and other funding sources, and volatile market interest rates resulting from general economic conditions and the policies of governmental and regulatory agencies, in particular the FRB. As interest rates on earning assets decline, our cost of funds may not decline commensurately. Conversely, rising rates may result in our cost of funds increasing more than expected. Some components of our balance sheet are very sensitive to rising and falling rates.

Interest rates on our financial instruments are subject to change based on developments related to LIBOR, which could adversely impact our revenue, expenses, and value of those financial instruments.

The London Interbank Offered Rate (“LIBOR”) is being phased out globally, and U.S. banking regulators instructed banks to cease entering into new lending arrangements using LIBOR no later than December 31, 2021, and migrate to alternative reference rates no later than June 2023.

The adoption of alternative reference rates continues to evolve in the marketplace. The market transition away from LIBOR is complex and could have a range of adverse effects on our business, financial condition, and results of operations. In particular, any such transition could:

•adversely affect the interest rates paid or received on, and the value of, our floating-rate obligations, loans, deposits, derivatives, and other financial instruments indexed to LIBOR, or other securities or financial arrangements given LIBOR’s dominant role in determining market interest rates globally;

•require consent from counterparties regarding the amendment of certain outstanding contracts indexed to LIBOR;

•result in disputes, litigation or other actions with counterparties regarding the interpretation and enforceability of certain fallback language in financial instruments; and

•require the transition to, or development of, appropriate systems and analytics to effectively transition our risk management processes from LIBOR-based products to those based on the applicable alternative pricing benchmarks.

The manner and impact of this transition, as well as the effect of these developments on our funding costs, loan and investment portfolios, asset-liability management, and business, is uncertain.

For information about how we manage the transition from LIBOR, interest rate risk, and market risk, see “Interest Rate and Market Risk Management” on page 57 in MD&A.

Liquidity Risk

We and the holders of our securities could be adversely affected by unfavorable rating actions from rating agencies.

Our ability to access the capital markets is important to our overall funding profile. This access is affected by the ratings assigned to us by rating agencies. The rates we pay on our securities are also influenced by, among other things, the credit ratings that we and our securities receive from recognized rating agencies. Ratings downgrades to

13

Table of Contents