Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On June 16, 2025, the Company and FineMark Holdings, Inc. ("FineMark") announced that it had entered into a definitive merger agreement in which the Company would acquire all outstanding shares of FineMark in an all-stock transaction ("Merger"). On January 1, 2026, the Company completed its acquisition FineMark, and immediately after the Merger, FineMark's wholly-owned subsidiary, FineMark National Bank & Trust merged into the Bank, with the Bank continuing as the surviving bank.

Total consideration for the acquisition was $519.9 million, consisting of 9.9 million shares of the Company's common stock (valued at the acquisition-date fair value of $52.34 per share), plus cash in lieu of fractional shares. Prior to the acquisition date, the Company held a non-controlling equity interest in FineMark, and in accordance with ASC 805, this previously held interest was remeasured to its acquisition-date fair value of $4.6 million. The total acquisition-date fair value of the business combination was $524.5 million, comprised of the $519.9 million of consideration transferred and the $4.6 million fair value of the Company's previously held equity interest.

Under the terms of the merger agreement, each outstanding FineMark common stock share was converted into .7245 shares of the Company's common stock, and each outstanding share of FineMark's preferred stock was converted into 36.3636 shares of FineMark common stock, prior to conversion into .7245 shares of the Company's common stock. Acquisition-related costs of $5.6 million for the year ending December 31, 2025 were recognized primarily in Professional and other services expense line of the Company's Consolidated Statements of Income.

The acquisition of FineMark will be accounted for as a business combination using the purchase method of accounting in accordance with FASB ASC Topic 805, Business Combinations, which requires assets acquired and liabilities assumed to be recognized at fair value as of the acquisition date. The valuation of assets acquired and liabilities assumed has not yet been finalized. Any necessary adjustments from preliminary estimates will be finalized within one year from the date of acquisition. Measurement period adjustments will be recorded in the period in which they are determined, as if they had been completed at the acquisition date. Due to the timing of the acquisition, the Company has performed limited valuation procedures, and the valuation of all assets acquired and liabilities assumed is not yet complete.