zions-20260318

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12

ZIONS BANCORPORATION,

NATIONAL ASSOCIATION

(Name of registrant as specified in its charter)

Payment of Filing Fee (Check the appropriate box):

x No fee required

¨ Fee paid previously with preliminary materials

March 19, 2026

Dear Fellow Shareholders:

You are cordially invited to participate in the Annual Meeting of Shareholders of Zions Bancorporation, N.A. to be held on Friday, May 1, 2026, at 1 p.m., local time, in the Zions Bank Building Founders Room, One South Main Street, 18th floor, on the corner of South Temple and Main Street in Salt Lake City, Utah.

We are furnishing our proxy materials to you via the internet as allowed by the rules of the Securities and Exchange Commission. Accordingly, on or about March 20, 2026, we will send a Notice of Internet Availability of Proxy Materials, or Notice, which will provide instructions on how to access our Proxy Statement and annual report online. This is designed to reduce our printing and mailing costs and the environmental impact of our proxy materials. A paper copy of our proxy materials may be requested through one of the methods described in the Notice.

It is important that all shareholders participate in or be represented at the meeting. Whether or not you plan to participate in the meeting, please promptly submit your proxy by following the instructions found on the Notice. The prompt submission of proxies will save the Bank the expense of further requests, which might otherwise be necessary in order to ensure a quorum.

Shareholders, media representatives, analysts and the public are welcome to listen to the annual meeting via a live webcast accessible at zionsbancorporation.com.

My CEO letter summarizing our financial results and strategy may also be found in our Year in Review on our website. Thank you for your continued investment.

Sincerely,

Harris H. Simmons

Chairman and Chief Executive Officer


Quick Information

The following charts provide a summary of Zions Bancorporation's 2026 Annual Meeting of Shareholders and our corporate governance and executive compensation practices. Please read the entire Proxy Statement for detailed information prior to voting.


ANNUAL MEETING SUMMARY DETAILS

Date and Time: Friday, May 1, 2026

1 p.m., Mountain Daylight Time

Location: Zions Bank Building Founders Room, 18th Floor

One South Main Street, Salt Lake City, Utah 84133

A live webcast of the 2026 Annual Meeting of Shareholders will be available on our website at zionsbancorporation.com.

Record Date: March 2, 2026


PROPOSALS REQUIRING YOUR VOTE
Proposal	Voting Options	Board Recommendation	More Information
PROPOSAL 1 Election of Directors	FOR, AGAINST, or ABSTAIN for each Director nominee	FOR each Nominee	Page 4
PROPOSAL 2 Ratification of Appointment of Independent Registered Public Accounting Firm	FOR, AGAINST, or ABSTAIN	FOR	Page 21
PROPOSAL 3 Advisory Vote on Executive Compensation	FOR, AGAINST, or ABSTAIN	FOR	Page 25
PROPOSAL 4 Shareholder Proposal Regarding "Report on Risks from Misalignment Between Company Policies and Customer Base”	FOR, AGAINST, or ABSTAIN	AGAINST	Page 61


VOTING INSTRUCTIONS

Common shareholders as of the Record Date are entitled to vote by using one of the following methods:

Prior to the Meeting

•Internet – Visit proxyvote.com and enter your 16-digit control number, which appears on your proxy card, email notice, or Notice of Internet Availability of Proxy Materials.

•Mail – If you requested printed copies of the proxy materials, fill out the proxy card and return it in the envelope provided to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

•Mobile Device (tablet or smartphone) – Scan the Quick Response Code that appears on your proxy card or Notice of Internet Availability of Proxy Materials (may require free software).

•Telephone – Call 1-800-690-6903 and follow the recorded instructions. You will need to enter your 16-digit control number, which appears on your proxy card.

During the Meeting

•Ballots may be submitted in person during the meeting.


GOVERNANCE AND COMPENSATION SUMMARY


Board Composition, Leadership, and Operations
Current Number of Directors			11
Director Independence			82%
Standing Board Committee Membership Independence (excluding Executive Committee)			100%
Independent Lead Director			Yes
Voting Standard			Majority, with plurality carve-out for contested elections
Frequency of Director Elections			Annual
Resignation Policy			Yes
Classified Board			No
Mandatory Retirement Age			Yes (Annual meeting following 75th birthday)
Mandatory Retirement Tenure			No
Average Director Age			66
Average Director Tenure			12.5 years
Gender Diversity on the Board			36%
Racial/Ethnic Diversity on the Board			36%
Total Diversity on the Board			45%
Directors Attending at Least 75% of Meetings			All
Directors Overboarded per ISS or Glass Lewis Voting Guidelines			None
Annual Board and Committee Self-Evaluation Process			Yes
Independent Directors Meet Without Management Present			Yes
Robust Responsibilities Assigned to the Independent Lead Director			Yes
Number of Board Meetings Held in 2025			7 meetings


Total Number of Board and Committee Meetings Held in 2025			32
Board Oversight of Bank Strategy and Risks			Yes
Shareholder Rights
One Share, One Vote Policy			Yes
Dual-Class Common Stock			No
Cumulative Voting			No
Vote Standard for Charter/Bylaw Amendment			80% (Charter–certain provisions)/ Majority (Bylaw)
Shareholder Right to Call Special Meeting			Yes (by shareholders owning not less than 51% of the votes entitled to be cast on the issue proposed at the meeting)
Shareholder Right to Act by Written Consent			Yes
Board Authorized to Issue Blank-Check Preferred Stock			Yes; however, our capital plan, which may include preferred stock issuances, is regularly submitted to the OCC for review
Poison Pill			No
Proxy Access Bylaw			Yes
Other Governance Practices
Robust Stock Ownership Guidelines			Yes
Anti-Hedging and Anti-Pledging Policies			Hedging prohibited; pledging restricted
Hedging Agreements by Directors/Executive Officers			None; hedging prohibited
Shares Pledged by Directors and Executive Officers			See page 66 for details
Material Related Party Transactions with Directors			No
Director Onboarding and Ongoing Education Program			Yes
Independent Auditor			Ernst & Young LLP
Sustainability and Social Practices
Board Oversight of Sustainability and Climate-Related Matters			Yes
Board Oversight of Social and Governance Matters			Yes
Board Oversight of Corporate Culture			Yes
Management-Level Responsibility for Sustainability and Social Strategies			Yes
Codes of Conduct for Directors, Employees, and Suppliers			Yes, posted at zionsbancorporation.com
Annual Corporate Responsibility Report			Yes, posted at zionsbancorporation.com
Disclosures Aligned with SASB			Yes, posted at zionsbancorporation.com
Disclosures Aligned with TCFD			Yes, posted at zionsbancorporation.com
Disclosure of Workforce Demographics			Yes, in Corporate Responsibility Report

iii


Political Contributions			None. Zions does not use corporate funds for election-related contributions to political candidates, candidate campaign committees, political parties or super PACs.
Compensation Practices
CEO Pay Ratio			64:1
Clawback and Recoupment Policies			Yes, posted at zionsbancorporation.com
Incentive Plans that Encourage Excessive Risk-Taking			No
Employment Agreements for Executive Officers			No
Repricing of Underwater Options			No
Excessive Perks			No
Pay-for-Performance			Yes
Frequency of Say-on-Pay Advisory Vote			Annual
Double-Trigger Change-in-Control Provisions			Yes


Table of Contents
Quick Information			i
ANNUAL MEETING SUMMARY DETAILS			i
PROPOSALS REQUIRING YOUR VOTE			i
VOTING INSTRUCTIONS			ii
GOVERNANCE AND COMPENSATION SUMMARY			ii
Notice of the 2026 Annual Meeting of Shareholders			1
Solicitation and Voting Information			2
AVAILABILITY OF PROXY MATERIALS			3
“HOUSEHOLDING” OF PROXY MATERIALS			4
Proposal 1: Nomination and Election of Directors			4
DIRECTOR NOMINEES			5
DIRECTOR QUALIFICATIONS			9
BOARD MEETINGS AND ATTENDANCE			10
Compensation of Directors			10
DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS			11
DIRECTOR SUMMARY COMPENSATION TABLE			12
Corporate Governance			12
CORPORATE GOVERNANCE GUIDELINES AND POLICIES			12
CORPORATE RESPONSIBILITY: SUSTAINABILITY AND SOCIAL PRACTICES			13
BOARD INDEPENDENCE AND LEADERSHIP STRUCTURE			13
INDEPENDENT COMMITTEE LEADERSHIP AND LEAD DIRECTOR			14
BOARD COMMITTEES			15
BOARD INVOLVEMENT IN RISK OVERSIGHT			18
EXECUTIVE OFFICERS OF THE BANK			20
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			21
REPORT OF THE AUDIT COMMITTEE			23
Proposal 3: Advisory (Nonbinding) Vote Regarding 2025 Executive Compensation ("Say-on-Pay")			25
Compensation Discussion and Analysis			26
EXECUTIVE SUMMARY			27
COMPENSATION OVERVIEW			29
COMPENSATION DECISIONS FOR THE 2025 PERFORMANCE PERIOD			31
DECISION-MAKING ROLES AND PROCESS			40
OTHER COMPENSATION ELEMENTS			42


COMPENSATION PRACTICES AND POLICIES			44
Compensation Committee Report			45
Compensation Tables			46
SUMMARY COMPENSATION TABLE			46
2025 GRANTS OF PLAN-BASED AWARDS			48
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025			49
OPTION EXERCISES AND STOCK VESTED IN 2025			51
2025 PENSION BENEFITS			51
2025 NONQUALIFIED DEFERRED COMPENSATION			52
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			53
CEO PAY RATIO DISCLOSURE			56
PAY-VERSUS-PERFORMANCE DISCLOSURE			57
NON-GAAP FINANCIAL MEASURES			60
Proposal 4: Shareholder Proposal Requesting a Report on Risks from Misalignment Between Company Policies and Customer Base			61
Other Matters			64
SHAREHOLDER OUTREACH			64
PRINCIPAL HOLDERS OF VOTING SECURITIES			65
DELINQUENT SECTION 16(a) REPORTS			66
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			67
OTHER BUSINESS BEFORE THE ANNUAL MEETING			67
SHAREHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING			67
COMMUNICATING WITH THE BOARD OF DIRECTORS			69
FORWARD-LOOKING STATEMENTS			69

One South Main Street, 11th Floor

Salt Lake City, Utah 84133-1109


Notice of the 2026 Annual Meeting of Shareholders

To the shareholders of Zions Bancorporation, N.A.:

The 2026 Annual Meeting of Shareholders of Zions Bancorporation, N.A. will be held:

Date: May 1, 2026

Time: 1 p.m., Mountain Daylight Time

Place: Zions Bank Building Founders Room, 18th Floor

One South Main Street, Salt Lake City, Utah 84133

Purpose of the 2026 Annual Meeting of Shareholders:

1.To elect 11 director nominees for a one-year term (Proposal 1);

2.To ratify the appointment of our independent registered public accounting firm for our fiscal year ending Dec. 31, 2026 (Proposal 2);

3.To approve, on a nonbinding advisory basis, the compensation paid to our named executive officers with respect to the fiscal year ended Dec. 31, 2025 (Proposal 3); and

4.To consider a shareholder proposal regarding "Report on Risks from Misalignment Between Company Policies and Customer Base."

Record Date: Only shareholders of record on March 2, 2026, are entitled to notice of, and to vote at, the 2026 Annual Meeting of Shareholders.

Admission to the Meeting: Space at the location of the 2026 Annual Meeting of Shareholders is limited, and admission will be on a first-come, first-served basis. Before admission to the 2026 Annual Meeting of Shareholders, you may be asked to present valid picture identification, such as a driver’s license or passport. If you hold your shares in the name of a brokerage, bank, trust, or other nominee as a custodian (“street name” holders), you will need to bring a copy of a brokerage statement reflecting your share ownership as of the record date. Cameras, recording devices, and other electronic devices will not be permitted at the 2026 Annual Meeting of Shareholders.

By order of the Board of Directors

Rena A. Miller

Corporate Secretary

Salt Lake City, Utah

March 19, 2026

One South Main Street, 11th Floor

Salt Lake City, Utah 84133-1109

PROXY STATEMENT


Solicitation and Voting Information

Your proxy is solicited by the Board of Directors (referred to as the “Board”) of Zions Bancorporation, N.A. (referred to as “Zions,” “we,” “our,” “us,” or the “Bank”) for use at the 2026 Annual Meeting of Shareholders, to be held in the Zions Bank Building Founders Room, One South Main Street, 18th Floor, in Salt Lake City, Utah, on Friday, May 1, 2026, at 1 p.m., Mountain Daylight Time.

In accordance with rules and regulations of the Securities and Exchange Commission, or SEC, we have elected to provide our shareholders with access to our proxy materials via the internet rather than in paper form. Accordingly, on or about March 20, 2026, we will send a Notice of Internet Availability of Proxy Materials, rather than a printed copy of the materials, to our shareholders of record as of March 2, 2026, the record date for the 2026 Annual Meeting of Shareholders.

If you validly submit a proxy solicited by the Board, the shares represented by the proxy will be voted on the proposals in the manner you specify. If no contrary direction is given, your proxy will be voted as follows:

Ø FOR the election of the 11 director nominees to a one-year term of office (Proposal 1);

Ø FOR ratification of the appointment of our independent registered public accounting firm for 2026, (Proposal 2);

Ø FOR approval, on a nonbinding advisory basis, of the compensation paid to our named executive officers identified in this Proxy Statement with respect to the year ended Dec. 31, 2025, (Proposal 3); and

Ø AGAINST a shareholder proposal regarding "Report on Risks from Misalignment Between Company Policies and Customer Base" (Proposal 4).

If you submit your proxy but indicate that you want to ABSTAIN with respect to any proposal, your shares will be counted for purposes of whether a quorum exists. An abstention will have no effect on the outcome of any proposal. You may REVOKE your proxy at any time before it is voted at the 2026 Annual Meeting of Shareholders by giving written notice to our Corporate Secretary, or by submitting a later-dated proxy through the mail, internet, or telephone (in which case the later submitted proxy will be recorded and the earlier proxy revoked), or by voting via the internet during the 2026 Annual Meeting of Shareholders.

The only shares that may be voted at the 2026 Annual Meeting of Shareholders are the 147,069,036 common shares outstanding at the close of business on the record date. Each share is entitled to one vote.

Quorum. A quorum of our shares, which is a majority of the shares entitled to vote on the record date, must be present or represented by proxy before any action can be taken at the annual meeting. Further, in order for any shareholder proposal to be acted on at the meeting, the proposal will need to be validly presented at the annual meeting by a shareholder proponent.

Voting standard. On all matters other than the election of directors, the action will be approved if the number of shares validly voted “for” the action exceeds the number of shares validly voted “against” the action. The same majority vote standard also applies in the uncontested election of directors. In all elections of directors, each shareholder entitled to vote shall have the right to vote, in person or by proxy, each share owned by him or her for as many persons as there are directorships to be voted on. Each nominee in an uncontested election will be elected as director for a full term if, and only if, the nominee receives the affirmative vote of the majority of the votes cast with respect to that nominee (meaning the number of shares validly voted “for” the nominee exceeds

the number of shares voted “against” that nominee). If a nominee fails to receive such a majority of votes, he or she will be required by our corporate governance guidelines to promptly tender his or her resignation following certification of the vote. The Board, through a process managed by the Nominating and Corporate Governance Committee, will decide whether to accept the resignation. The Board must take action within 90 days following certification of the vote, unless the action would cause the Bank to fail to comply with any listing or legal requirement, in which event the Board will take action as promptly as is practicable while continuing to meet such requirements. The Board must publicly disclose whether they accepted or rejected the nominee's resignation and the reasons for the decision. At a contested election, the directors will be elected by a plurality of the votes cast (meaning the nominees with the greatest number of shares voted “for” shall be elected without regard to votes cast “against” any nominee).

Voting by your broker. Please note that under the New York Stock Exchange, or NYSE, rules governing broker-dealers, brokers who have not received voting instructions from their customers 10 days prior to the annual meeting date may vote their customers’ shares in the brokers’ discretion on the proposal regarding the ratification of the appointment of our independent registered public accounting firm (Proposal 2) because this is considered “discretionary” under NYSE rules. If your broker is an affiliate of the Bank, NYSE policy states that, in the absence of your specific voting instructions, your shares may be voted only in the same proportion as all other shares are voted with respect to each discretionary item. Under the NYSE rules, each other proposal is a “nondiscretionary” item, which means that member brokers who have not received instructions from the beneficial owners of the Bank’s common stock do not have discretion to vote the shares of our common stock held by those beneficial owners on those proposals. This means that brokers may not vote your shares on Proposal 1 (the Election of Directors), on Proposal 3 (the Advisory Vote on Executive Compensation), or on Proposal 4 (the shareholder proposal) unless you provide specific instructions on how to vote. Broker non-votes will have no effect on the outcome of these proposals. We encourage you to provide instructions to your broker regarding the voting of your shares.

We will bear the cost of soliciting proxies. We will reimburse brokers and others who incur costs to send proxy materials to beneficial owners of shares held in a broker or nominee name. Our directors, officers, and employees may solicit proxies in person, by mail, or by telephone, but they will receive no extra compensation for doing so.


AVAILABILITY OF PROXY MATERIALS

The Notice of Annual Meeting and Proxy Statement and Annual Report on Form 10-K for the year ended Dec. 31, 2025, are available at zionsbancorporation.com.

The Bank will provide without charge to each shareholder, on written request, a copy of the Bank's Annual Report on Form 10-K for its fiscal year ended Dec. 31, 2025, including the financial statements and schedules thereto, as filed with the SEC. Written requests for such information should be directed to the Corporate Secretary, Zions Bancorporation, One South Main Street, 11th Floor, Salt Lake City, Utah 84133-1109.


“HOUSEHOLDING” OF PROXY MATERIALS

SEC rules permit companies and intermediaries such as brokers to satisfy the delivery requirements for proxy statements or Notices of Internet Availability of Proxy Materials with respect to two or more shareholders sharing the same address by delivering a single proxy statement or Notice of Internet Availability of Proxy Materials, or Notice, addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. We will household the Notice for addresses with multiple shareholders unless we receive contrary instructions from the affected shareholders. If you are an affected shareholder and no longer wish to participate in householding, or if you are receiving multiple copies of the Notice and wish to receive only one, please notify your broker if your shares are held in a brokerage account, or the Bank if you hold registered shares. Such a notification to the Bank may be made by written request sent to Zions Bank, Corporate Trust Department, P.O. Box 30880, Salt Lake City, Utah 84130 or by calling 888-416-5176. Additionally, we will deliver promptly to any affected shareholder, upon his or her written or oral request made to the address or phone number in the preceding sentence, an additional copy of the Notice.


Proposal 1: Nomination and Election of Directors

The 11 persons listed below are nominated for election as directors for a one-year term. The names, ages, and biographical information for each nominee to our Board immediately follow this proposal. If and when elected, the nominees will constitute our entire elected Board until their successors are elected and qualified. See page 16 of this Proxy Statement for a listing of the Board committee membership of each nominee.


The Board of Directors unanimously recommends that shareholders vote “FOR” the election of the 11 nominees for director listed below.

We will vote the proxies that we receive “FOR” the election of the nominees for director unless otherwise indicated on the proxies. If any of the nominees is unable or declines to serve, an event which management does not anticipate, proxies will then be voted for a nominee who will be designated by the present Board to fill such vacancy. If the votes cast “for” a nominee fail to constitute a majority of the votes cast with respect to that nominee, he or she will be elected to a term of office ending on the earlier of 90 days after the day on which we certify election results and the day on which a person is selected by the Board to fill the office held by such director. If the votes cast “for” a nominee do constitute a majority of the votes cast with respect to that nominee, he or she will be elected to a full one-year term.


DIRECTOR NOMINEES


			Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills
Maria Contreras-Sweet Age 70 Director since 2021			Since 2017, Ms. Contreras-Sweet has been managing member of both Contreras Sweet Companies, a marketing and research solutions company, and Rockway Equity Partners, a private equity firm. She served as the 24th Administrator of the U.S. Small Business Administration and as a member of former President Barack Obama’s Cabinet from April 7, 2014 to Jan. 20, 2017. Previously, Ms. Contreras-Sweet was the founding executive chairwoman of ProAmerica Bank. She is a member of the boards of directors of publicly traded companies TriNet Group, Inc., serving as chairperson of their risk committee and as a member of their nomination and governance committee; and Regional Management Corporation, where she serves as chairperson of the nomination and governance committee and as a member of the compensation committee. She chairs the Los Angeles World Affairs Council and also serves on the board of the Bipartisan Policy Center. Ms. Contreras-Sweet possesses extensive knowledge of and executive experience in both the public and private sectors. Her strong understanding of banking, regulation and the financial services marketplace; extensive experience with small- and medium-sized businesses; and her knowledge of marketing to our market segments bring a valuable perspective to the Board.
Gary L. Crittenden Age 72 Director since 2016			Mr. Crittenden is a private investor and has been a nonemployee executive director of HGGC, LLC, a California-based middle market private equity firm, since January 2017. From 2009 to January 2017, he served in various capacities at HGGC, including managing director, chairman and CEO. He is a member of the boards of directors of Primerica, where he is the lead director, chair of the audit committee and a member of the compensation committee; and Extra Space Storage Inc., where he also chairs the audit committee and is a member of the compensation committee. He previously served as chairman of Citi Holdings and as chief financial officer at Citigroup, American Express Company, Monsanto, Sears Roebuck, Melville Corporation and Filene’s Basement, following a consulting career at Bain & Company. Mr. Crittenden brings substantial experience in banking and financial services, mergers and acquisitions, investment management, public markets, finance and accounting, risk management, and regulatory relations.


			Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills
Suren K. Gupta Age 65 Director Since 2015			Mr. Gupta currently serves as a senior advisor to the senior leadership team at Allstate. He previously served as president of Allstate Protection Products and Enterprise Services, where he led six different protection business units, including device and appliance protection, identity protection, extended vehicle protection, voluntary benefits, and roadside protection services. He also led global sourcing and procurement services, real estate and other administrative services. Mr. Gupta has also served as president of Allstate Enterprise Solutions, where he was responsible for leading a global technology organization, global operations and Allstate corporate venture capital. Before joining Allstate, Mr. Gupta was executive vice president and group chief information officer for consumer lending at Wells Fargo Bank. Mr. Gupta’s deep experience in technology, operations, procurement, risk management and business strategy adds depth to our Board’s knowledge about data, technology, and cybersecurity, areas of evolving and increasing risk to the financial services industry. In addition to his roles at Allstate and Wells Fargo, he has held senior technology, operations, sales, marketing and strategic development roles at Airclic, Inc., GMAC, INTELSAT, Thomson Corporation, and American Airlines.
Claire A. Huang Age 63 Director Since 2020			Ms. Huang is the former chief marketing officer of JPMorgan Chase and Co. Previously, she held global head of marketing positions at Bank of America Merrill Lynch in Boston and Hong Kong. She was also head of Fidelity Investments’ marketing and strategy groups. Her financial services experience began at American Express. Earlier in her career, she developed her credentials as a turnaround and growth expert in consumer products companies, beginning at Procter and Gamble. Ms. Huang contributes her expertise in marketing, digital, brand building and strategic planning.
Vivian S. Lee Age 59 Director since 2015			Dr. Lee is an executive fellow at Harvard Business School, where she has served since December 2022. She is also a senior lecturer at Harvard Medical School and author of The Long Fix: Solving America’s Health Care Crisis with Strategies that Work for Everyone. From 2018 to 2022, she served as president of Health Platforms at Verily Life Sciences (Alphabet), where she led the founding and growth of several successful health technology companies. Prior to that, she served for six years as the senior vice president of health sciences at the University of Utah, dean of the university’s school of medicine, and CEO of University of Utah Health Care. From 2014 until 2015, Dr. Lee also served on the board of directors of Zions First National Bank. Dr. Lee brings a wealth of experience from health care and technology. In Utah, as a CEO of a $3.5 billion health system, she focused on streamlining processes and improving efficiency in the highly regulated and rapidly evolving healthcare industry. As a health technology executive at Verily, she built consumer-facing digital technologies, data and analytics platforms, and employee health, including COVID-19 response and management.


			Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills
Scott J. McLean Age 69 Director since 2018			Mr. McLean is president and chief operating officer, or COO, of Zions Bancorporation, N.A. With over 40 years of banking experience, Mr. McLean has served in leadership positions for the Zions organization since 2002, including as CEO of its Amegy Bank affiliate prior to assuming his current position in 2014. Mr. McLean is active in the community, serving as a trustee emeritus and former chairman of the United Way of Greater Houston, a former trustee of Southern Methodist University and Memorial Hermann Health System, and former director of CenterPoint Energy.
Edward F. Murphy Age 73 Director since 2014			Mr. Murphy is a former executive vice president of the Federal Reserve Bank of New York where he served as the principal financial officer and was responsible for enterprise-wide operational risk management. He is also a former executive vice president of JPMorgan Chase & Co. Mr. Murphy is a certified public accountant who contributes significant expertise in accounting and financial reporting in the banking industry, as well as extensive experience in operational risk management and internal control processes. During his 21-year career at JPMorgan Chase, he held several senior leadership positions, including principal accounting officer, global director of internal audit, chief operating officer of Asia Pacific operations, and chief financial officer of the consumer and middle markets businesses.
Stephen D. Quinn Age 70 Director since 2002			Mr. Quinn is a former managing director and general partner of Goldman, Sachs & Co. He is a director of Group 1 Automotive, Inc., where he serves on the nominating and governance, finance, risk management, compensation and audit committees. He also serves on the board of the National Ability Center in Park City, Utah. He was a director of American Express Bank Ltd. prior to its sale in 2009. Mr. Quinn contributes financial and investment banking expertise to the Board. At Goldman Sachs, he specialized in corporate finance, spending two decades structuring mergers and acquisitions, debt and equity financings, and other transactions for some of America’s best-known corporations.
Harris H. Simmons Age 71 Director since 1989			Mr. Simmons is chairman and chief executive officer, or CEO, of Zions Bancorporation, N.A. He is a director of O.C. Tanner Company and National Life Group. Mr. Simmons’ more than 40 years of experience in banking and leadership of the Bank is invaluable to the Board. During his tenure as our president and then chairman and CEO, the Bank has grown from $3 billion in assets to its present nearly $90 billion in assets. He is past chairman of the American Bankers Association.
Aaron B. Skonnard Age 53 Director since 2019			Mr. Skonnard is a co-founder and former CEO of Pluralsight, Inc., an enterprise software-as-a-service company focused on teaching technology skills through its leading technology-skills development platform, in use by 70% of Fortune 500 companies. Mr. Skonnard is a founder and board member of the Silicon Slopes organization, a nonprofit designed to empower Utah’s startup and tech community. His contributions to the Board include his expertise in technology, understanding of issues and trends in information security, as well as his valuable perspective as an entrepreneur, chief executive officer of a publicly traded company, and philanthropist.


			Principal Occupation, Directorships of Publicly Traded Companies During the Past Five Years, and Qualifications, Attributes, and Skills
Barbara A. Yastine Age 66 Director since 2017			Ms. Yastine is the former chair and CEO of Ally Bank, a digital banking leader, serving in various capacities from May 2010 to June 2015. She has more than 30 years of management experience in financial services. She is an active investor in private companies. In addition to Zions, she is a director of Primerica, Inc., where she is the chair of the compensation committee and a member of the audit committee; AXIS Capital Holdings Ltd., serving as a member of the finance committee and audit committee; and Alkami Technology, where she is a member of the audit committee. Ms. Yastine's broad industry experience spans consumer and commercial banking, investment banking and capital markets, and asset and wealth management. Prior to her tenure at Ally Bank, she served in various executive roles at Citigroup and Credit Suisse First Boston for more than 17 years. In addition to industry knowledge, Ms. Yastine contributes her expertise in general management, digital and branding strategies, finance, strategic planning, compliance, and bank regulatory matters.


DIRECTOR QUALIFICATIONS

The following chart highlights relevant skills and experiences of our director nominees.

Area of Expertise

Business Rationale for Expertise

Contreras-Sweet

Crittenden

Gupta

Huang

Lee

McLean

C-Suite Leadership

Ensures that directors have experience executing strategy while balancing many competing priorities.

•

Cyber, Tech and/or Data

Provides understanding of issues and trends in information security and digital transformation.

•

Finance and Accounting

Provides strong oversight of the Bank's financial performance, controls and reporting.

•

Financial Services

Provides expertise in our industry.

•

Operations

Provides experience in operational risk management and internal control processes.

•

Regulatory/Compliance

Ensures that the Board meets the oversight requirements of our highly regulated industry.

•

Risk Management

Provides oversight of credit and other systemic industry risks.

•

Sales and Marketing

Critical to the implementation of the Bank's strategic plan and brand building.

•

Strategic Planning

Essential to determine the direction and drive the growth of the Bank.

•

Area of Expertise

Business Rationale for Expertise

Murphy

Quinn

Simmons

Skonnard

Yastine

C-Suite Leadership

Ensures that directors have experience executing strategy while balancing many competing priorities.

•

Cyber, Tech and/or Data

Provides understanding of issues and trends in information security and digital transformation.

•

Finance and Accounting

Provides strong oversight of the Bank's financial performance, controls and reporting.

•

Financial Services

Provides expertise in our industry.

•

Operations

Provides experience in operational risk management and internal control processes.

•

Regulatory/Compliance

Ensures that the Board meets the oversight requirements of our highly regulated industry.

•

Risk Management

Provides oversight of credit and other systemic industry risks.

•

Sales and Marketing

Critical to the implementation of the Bank's strategic plan and brand building.

•

Strategic Planning

Essential to determine the direction and drive the growth of the Bank.

•


BOARD MEETINGS AND ATTENDANCE

During 2025, our full Board held seven meetings. The independent directors met in confidential “executive sessions” three times, with our independent lead director presiding at each such executive session. All directors attended at least 75% of the total number of all Board and applicable committee meetings. All Board members also participated in, or stood for, election at last year’s virtual Annual Meeting of Shareholders. All of our directors are expected to attend the regularly scheduled meetings of the Board, including the organizational meeting held in conjunction with the annual meeting, meetings of committees of which they serve as members, and our Annual Meeting of Shareholders.

The Board typically invites members of management, including our chief financial officer, or CFO; general counsel; chief risk officer, or CRO; chief credit officer; and chief audit executive to attend Board meetings and Board committee meetings (or portions thereof) to provide information relating to their areas of responsibility. Members of management do not attend executive sessions of the Board, except when requested by the Board.

DIRECTOR CONTINUING EDUCATION

The Board's Nominating and Corporate Governance Committee oversees director education and training, including recommending topics and tracking director participation. The Board regularly schedules educational presentations with management and third-party experts during its meetings to stay current on market, technology, cybersecurity, regulatory, and industry issues. In addition, our Board members periodically attend industry conferences, meetings with regulatory agencies, and training and educational sessions pertaining to their service on the Board and its committees.


Compensation of Directors

The Board establishes director compensation. The Compensation Committee, with the assistance of outside consultants, periodically reviews the amount and composition of director compensation and makes recommendations to the Board.

Nonemployee members of the Board receive an annual retainer, which is paid quarterly. The following table shows the current compensation structure for nonemployee directors, adopted on April 26, 2024, and revised May 2, 2025. Directors who are full-time compensated employees of the Bank do not receive either the retainer or any other compensation for attendance at meetings of the Board or its committees.


Element of Compensation	Position	Annual Amount Jan. 1- May 1, 2025		Annual Amount May 2- Dec. 31, 2025
Annual cash retainer	All nonemployee directors	$	80,000	$	90,000
	Lead Director	$	35,000	$	50,000
	Audit Committee
	Chair	$	37,000	$	37,000
	Member1	$	22,000	$	22,000
	Risk Oversight Committee
	Chair	$	37,000	$	37,000
	Member1	$	22,000	$	22,000
	Compensation Committee
	Chair	$	20,000	$	25,000
	Member1	$	10,000	$	10,000
	Nominating and Corporate Governance Committee
	Chair	$	20,000	$	25,000
	Member1	$	10,000	$	10,000
	Technology Advisory Group	$	10,000	$	10,000
Meeting fee		$	—	$	—
Restricted stock units2	All nonemployee directors	$	120,000	$	130,000

1.Excludes committee chair

2.The number of restricted stock shares or units is determined by dividing the grant value by the closing price of Zions Bancorporation common stock on the grant date and rounding to the nearest whole share.


DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS

We maintain a Deferred Compensation Plan for directors, pursuant to which a director may elect to defer receipt of all or a portion of his or her compensation until retirement or resignation from the Board. Amounts deferred are held in a rabbi trust and invested in either a guaranteed income investment fund or our common shares, based upon the director’s election, subject to plan limitations. Settlement is made only in cash, unless in our sole discretion we determine to make a distribution in kind (or partly in kind and partly in cash), and is based on the current market value of the account.


DIRECTOR SUMMARY COMPENSATION TABLE


(a)	(b)		(c)		(d)	(e)	(f)	(g)
Name1	Fees Earned or Paid in Cash2		Stock Awards3, 4		Option Awards4	Change in Pension Value and Deferred Compensation Earnings	All Other Compensation	Total
Maria Contreras-Sweet	$	117,000	$	129,995	—	—	—	$	246,995
Gary L. Crittenden	129,500		129,995		—	—	—	259,495
Suren K. Gupta	117,000		129,995		—	—	—	246,995
Claire A. Huang	117,000		129,995		—	—	—	246,995
Vivian S. Lee	107,500		129,995		—	—	—	237,495
Edward F. Murphy	144,000		129,995		—	—	—	273,995
Stephen D. Quinn	174,167		129,995		—	—	—	304,162
Aaron B. Skonnard	115,000		129,995		—	—	—	244,995
Barbara A. Yastine	132,000		129,995		—	—	—	261,995

1.Harris H. Simmons, the Bank’s chairman and CEO, and Scott J. McLean, the Bank’s president and COO, are not included in this table because they are employees of the Bank and thus receive no compensation as directors. Their compensation as employees of the Bank is shown in the Summary Compensation table on page 46.

2.Amounts earned include fees deferred by participating directors under the Zions Bancorporation Deferred Compensation Plan for Directors.

3.Grants of 2,789 shares of restricted stock were made to each director effective May 2, 2025, under the 2022 Omnibus Incentive Plan, which vested immediately on the date of grant. The fair market value on the date of grant was $46.61 per share.

4.There were no directors’ stock option or unvested restricted stock awards outstanding as of Dec. 31, 2025.


Corporate Governance

We are committed to the highest standards of ethics and sound corporate governance, including oversight of the Bank’s affairs by a strong, qualified, and independent board of directors. We regularly review and consider enhancements to our corporate governance guidelines and practices. See the "Governance and Compensation Summary" on page ii for a summary of our corporate governance practices.


CORPORATE GOVERNANCE GUIDELINES AND POLICIES

In addition to the elements of corporate governance reflected in our Board structure and responsibilities, we maintain a comprehensive set of corporate governance guidelines and policies. These are adopted and updated by the Board upon the recommendation of the Nominating and Corporate Governance Committee and include the following:

•Corporate Governance Guidelines, which address our Board’s structure and responsibilities, including the Board’s role in management succession planning and the evaluation and compensation of executive officers;

•Code of Business Conduct and Ethics, which applies to all of our officers and employees, including the CEO, president and COO, CFO, and controller;

•Code of Business Conduct and Ethics for members of the Board;

•Related Party Transactions Policy, which prohibits certain transactions between the Bank and its directors, executive officers, and 5% shareholders without necessary disclosure and approval or ratification;

•Stock Ownership and Retention Guidelines, under which our executive officers and directors are expected to hold specified amounts of our common shares;

•Insider Trading Policy prohibiting trading of securities while in possession of material non-public information;

•Policies prohibiting hedging and restricting pledging of Bank stock by directors or executive officers (included in the Insider Trading Policy);

•Incentive Compensation Clawback Policy, which allows the Bank to, among other actions, recapture prior incentive compensation or cancel all or a portion of long-term incentive awards granted to an employee; and

•Recoupment Policy, which allows the Bank to, among other actions, recoup certain incentive compensation from covered executive officers in the event the Bank is required to prepare an accounting restatement due to the material noncompliance of the Bank with any financial reporting requirement under securities laws.

These guidelines and policies are available on our website at zionsbancorporation.com and can be accessed by clicking on "Investors" then “Governance.” Our Board committee charters and information concerning purchases and sales of our equity securities by our executive officers and directors are also available on our website.


CORPORATE RESPONSIBILITY: SUSTAINABILITY AND SOCIAL PRACTICES

In addition to our corporate governance practices, the Bank continues actively to support and serve its clients and communities. The Bank published its latest annual Corporate Responsibility Report in 2025, which is available on our website at zionsbancorporation.com. The report provides our shareholders and other stakeholders with greater transparency about the Bank's commitment to these principles. It includes alignment with various Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) disclosure standards and our workforce demographics (EEO-1) report. Our website includes other governance documents, including our Guiding Principles, Code of Business Conduct & Ethics, Code of Ethics for Directors, and Supplier Code of Conduct.

Our corporate responsibility reporting is reviewed by the full board of directors and overseen by the Nominating and Corporate Governance Committee. As specified in its charter, the committee is responsible for overseeing the Bank’s practices and reporting with respect to its environmental and social initiatives that are considered by management to be of significance to the Bank and its stakeholders.


BOARD INDEPENDENCE AND LEADERSHIP STRUCTURE

Our Board continues to be strongly independent. The Board has determined that nine of our 11 Board nominees are “independent” as defined by the rules of The Nasdaq Stock Market LLC, or Nasdaq, and our Corporate Governance Guidelines. In addition, the Board’s lead director, the chairpersons of each of the Board’s committees, and all of the members of the Board’s standing committees, other than the Executive Committee, are independent. As noted elsewhere in this Proxy Statement, the members of management serving on the Board are Chairman and CEO Harris H. Simmons and President and COO Scott J. McLean.

Under our Corporate Governance Guidelines, a director will be considered independent only if he or she: (i) is “independent” under Nasdaq rules, and (ii) does not have any relationship that, in the opinion of the Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Each director is required to inform the chairperson of the Bank’s Nominating and Corporate Governance Committee of any such direct or indirect relationship between the director and the Bank or its subsidiaries (such as where the director is a partner, shareholder or officer of an organization that has any relationship with the Bank or any of its subsidiaries) that could interfere with the director’s exercise of independent judgment. In determining whether any such relationship in fact would interfere with a director’s exercise of independent judgment, the Board considers such factors as it deems appropriate, such as: the relative magnitude of the relationship; the financial or other importance of the relationship to the director and the Bank and its subsidiaries; and whether the relationship was made in the ordinary course, on arms-length terms, for which substitute arrangements are readily available to the director and the Bank and its subsidiaries. Applying this definition, the Board has determined that all of our directors are independent except for Harris H. Simmons, who is the chairman and CEO of the Bank, and Scott J. McLean, president and COO of the Bank. In addition, members of the Board committees must meet all other independence and experience standards required by law or rules and regulations of governmental agencies or self-regulatory bodies.

Our Board considers its governance periodically and believes, at this time, that combining the roles of chairman and CEO is the most appropriate leadership structure for the Bank. In reaching this view, the Board took into consideration several factors. Our CEO, Harris H. Simmons, has over 40 years of experience with the Bank, including over 30 years of service as our CEO. His knowledge, experience, and personality allow him to serve ably as both chairman and CEO. Combining the roles of chairman and CEO facilitates a single, focused structure to implement the Bank’s strategic initiatives and business plans.

At the same time, the Board feels that the current governance structure — which includes regular executive sessions, each chaired by an independent lead director; meetings with the Bank’s regulators, external auditors, internal auditors, and other consultants; meetings with members of our management; and active Board and committee members — provides effective challenge and appropriate oversight of the Bank’s policies and business. The Board believes that separating the chairman and CEO positions would not strengthen the effectiveness of the Board.

This structure was affirmed by votes of the shareholders on multiple occasions, and allows the Board discretion to select the person or persons most qualified to lead the Bank.


INDEPENDENT COMMITTEE LEADERSHIP AND LEAD DIRECTOR

Each member of the Board is charged with exercising independent judgment and critically evaluating management’s performance and decisions. In order to facilitate and support an active and independent board, and in keeping with our corporate governance philosophy and commitment to effective oversight, the Bank’s Corporate Governance Guidelines provide that, in the event the chairman of the Board is an executive officer of the Bank, an independent director selected solely by the Bank’s independent directors will serve as the “lead director.” The role of the lead director is to provide an independent counterbalance to our structure of a combined CEO/chairman role, by exercising the following duties:

•Presiding at all meetings of the Board at which the chairman of the Board is not present, including executive sessions of the independent directors;

•Calling meetings of independent directors;

•Serving as a liaison between the chairman of the Board and the independent directors, including providing feedback to the chairman from the Board’s executive sessions and discussing with other directors any concerns they may have about the Bank and its performance, and relaying those concerns, where appropriate, to the full Board;

•Conducting calls with each Board member as part of the Board’s effectiveness review process;

•Consulting with the CEO regarding the concerns of the directors;

•Being available for consultation with the senior executives of the Bank as to any concerns any such executive might have;

•Communicating with shareholders upon request;

•Advising the chairman of the Board regarding, and approving, Board meeting schedules, agendas, and information provided to the Board; and

•Otherwise providing Board leadership when the chairman of the Board cannot or should not act in that role.

Further, our Board’s Audit, Compensation, Risk Oversight, and Nominating and Corporate Governance Committees are composed entirely of independent directors. Our Executive Committee includes our CEO and five independent directors. All five of our standing committees are chaired by independent directors.


BOARD COMMITTEES

Our Board’s standing committees are the following:

•Executive Committee;

•Audit Committee;

•Risk Oversight Committee;

•Compensation Committee; and

•Nominating and Corporate Governance Committee.

Members of committees are appointed by the Board following recommendation by the Nominating and Corporate Governance Committee and serve at the pleasure of the Board for such term as the Board determines. All committees other than the Executive Committee have written charters. The Executive Committee’s authority is incorporated in the Bank’s Bylaws. The current versions of the written committee charters are posted on our website at zionsbancorporation.com and can be accessed by clicking on the “Investors” and then “Governance” link. Periodically, our general counsel (with the assistance of outside counsel and other advisors, as appropriate) reviews all committee charters in light of any changes in exchange listing rules, SEC regulations or other evidence of “best practices.” The results of the review and any recommended changes are discussed with the committees, which review their charters at least annually. The full Board then approves the charters, with any revisions it deems appropriate, based on the committees’ recommendations. In addition, each Board committee conducts an annual effectiveness review. All of the committee charters were reviewed and minor updates made as needed during 2025.

The Board appoints one member of each committee as its chairperson. Chair positions are rotated at the Board’s discretion. The committee calendars, meetings, and meeting agendas are set by the chairperson of the respective committee. As with full Board meetings, the CEO and other members of management are frequently invited to attend various committee meetings (or portions thereof) to provide information relating to their areas of responsibility. Members of management attend executive sessions only on invitation.

According to their charters, each of the Board’s committees has the authority to select, retain, terminate, and approve the fees of experts or consultants, as it deems appropriate, without seeking approval of the Board or management.

The following table provides membership information for each of the Board’s standing committees as of the record date of this Proxy Statement.

Name

Executive Committee

Audit Committee

Risk Oversight Committee

Compensation Committee

Nominating and Corporate Governance Committee

Maria Contreras-Sweet

Gary L. Crittenden

ü*

Suren K. Gupta

Claire A. Huang

Vivian S. Lee

ü*

Scott J. McLean

Edward F. Murphy

ü*

Stephen D. Quinn, Lead Director

ü*

Harris H. Simmons

Aaron Skonnard

Barbara A. Yastine

ü*

* Committee Chair

EXECUTIVE COMMITTEE

Our Executive Committee had six members and met once in 2025. The Executive Committee reviews projects or proposals that require prompt action from the Bank. Subject to certain exceptions, the Executive Committee is authorized to exercise all powers of the full Board with respect to such projects or proposals when it is not practical to delay action pending approval by the entire Board. The Executive Committee does not have authority to approve or adopt, or recommend to the shareholders, any action or matter expressly required by law to be submitted to the shareholders for approval; adopt, amend, or repeal the Restated Articles of Incorporation or Restated Bylaws of the Bank; or remove or indemnify directors. The chair of the Executive Committee is an independent director and serves as the lead director.

AUDIT COMMITTEE

Our Audit Committee increased from four to five members during 2025. They met 12 times during the year and held two joint meetings with the Risk Oversight Committee. In addition, the Audit Committee regularly met informally, with and without members of management, to obtain background information, and prepare for upcoming Committee meetings and the discharge of their responsibilities. Each of its members is independent, determined as described in its committee charter. Information regarding the functions performed by the Audit Committee and its membership is set forth in its charter and highlighted in the “Report of the Audit Committee” included in this Proxy Statement. The Board has determined that Directors Edward F. Murphy, Gary L. Crittenden, and Stephen D. Quinn are audit committee financial experts with experience and attributes in accordance with the rules of the SEC and Nasdaq’s listing standards.

RISK OVERSIGHT COMMITTEE

Our Risk Oversight Committee's four members met six times and held two joint meetings with the Audit Committee in 2025. Each of its members is independent, determined as described in its committee charter. The Risk Oversight Committee serves to provide oversight of the Bank’s enterprise-wide risk management framework, including the strategies, policies, procedures, and systems established by management to assess, understand, measure, monitor, and manage the Bank’s material risks. The Board has also determined that the experience and backgrounds of the members of the Risk Oversight Committee collectively satisfy the pertinent requirements under its committee charter and the Dodd-Frank Act that its members have experience in identifying, assessing, and managing the risks of large, complex, financial firms.

COMPENSATION COMMITTEE

Our Compensation Committee had four members and met four times in 2025. Each of its members is independent, determined as described in its committee charter. The purpose of the Compensation Committee is to discharge the Board’s responsibilities relating to the evaluation and compensation of our executives, including reviewing the Bank’s executive compensation arrangements with a view toward assuring proper balance of objectives, eliminating elements that could encourage unnecessary and excessive risks, and avoiding jeopardy to the safety and soundness of the Bank. The Compensation Committee considers the perspectives of shareholders, regulators, and consultants regarding executive compensation and produces reports, filings, and certifications related to compensation, in accordance with the rules and regulations of the SEC and other governmental agencies. The manner in which the Compensation Committee determines the compensation of our CEO and other executive officers is described in this Proxy Statement under “Compensation Discussion and Analysis.”

In 2025, the Committee used the services of an outside executive compensation consultant, FW Cook, to provide guidance and advice to the Committee on matters covered by its charter, including executive compensation, equity plan share authorization support and proxy disclosure assistance. The Committee assessed the independence of FW Cook under the applicable SEC and Nasdaq rules and concluded that their services presented no conflicts of interest. For further information, see Role of the Committee’s Compensation Consultant in the "Compensation Discussion and Analysis."

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during 2025 or as of the date of this Proxy Statement is or has been an officer or employee of the Bank, and no executive officer of the Bank served on the compensation committee or board of any company that employed any member of the Bank’s Compensation Committee or Board. None of the members of the Compensation Committee had a relationship that would require disclosure under the “Certain Relationships and Related Transactions” caption of any of our filings with the SEC during the past three fiscal years, except as may be described under “Ordinary Course Loans” in this Proxy Statement.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Our Nominating and Corporate Governance Committee of four members met three times in 2025. Each of its members is independent, determined as described in its committee charter. The purpose of the committee is to identify and recommend individuals to the Board for nomination as members of the Board and its committees and to assist the Board in oversight of the corporate governance principles of the Bank. This includes overseeing practices and reporting with respect to our efforts to create a more inclusive workplace and matters related to the Bank's larger responsibilities to the communities it serves that are considered by management to be of significance to the Bank and its stakeholders.

The Nominating and Corporate Governance Committee has oversight of the Bank’s talent review, management succession and development planning processes, with annual reporting to the Board. It also directs the production of the Bank's Corporate Responsibility Report, which may be accessed at zionsbancorporation.com.

Board Succession Planning

The Nominating and Corporate Governance Committee regularly reviews the skill set of the Board and considers the Bank's needs as it actively plans for director succession. In identifying and recommending nominees for positions on the Board, the Committee places primary emphasis on the following criteria, which are set forth under “Candidates for Board Membership” in our Corporate Governance Guidelines:

•Personal qualities and characteristics, accomplishments, and professional reputation;

•Current knowledge and understanding of the communities in which we do business and in our industry or other industries relevant to our business;

•Ability and willingness to commit adequate time to Board and committee matters;

•Fit of the individual’s skills and qualities with those of other directors and potential directors in building a Board that is effective, collegial, and responsive to the needs of the Bank;

•Diversity of viewpoints, backgrounds, experience, gender and race/ethnicity;

•Ability and skill set required to chair committees of the Board; and

•Relevant and significant experience in public companies.

The Nominating and Corporate Governance Committee does not use quotas or assign specific weights to these criteria. Its objective is to assemble a Board whose members collectively meet the criteria and possess the talents and characteristics necessary to enable the Board to fulfill its responsibilities effectively.

The Nominating and Corporate Governance Committee evaluates each nominee based on the nominee’s individual merits, taking into account our needs and the composition of the Board. Members of the committee discuss and evaluate possible candidates in detail and suggest individuals to explore in more depth. Once a candidate is identified whom the committee wants to seriously consider and move toward nomination, the matter is discussed with the Board. Thereafter, the chairperson of the committee or his or her designee enters into a discussion with that candidate to determine interest and availability.

The Nominating and Corporate Governance Committee also considers candidates recommended by shareholders. The policy adopted by the committee provides that nominees recommended by shareholders are given appropriate consideration in the same manner as other nominees. Shareholders who wish to submit director nominees for consideration by the Nominating and Corporate Governance Committee should follow the process set forth in the Bank’s Bylaws. For more information on this process, see “Shareholder Proposals for 2026 Annual Meeting.”


BOARD INVOLVEMENT IN RISK OVERSIGHT

RISK MANAGEMENT PHILOSOPHY AND FRAMEWORK

The Bank has developed a multifaceted and comprehensive approach to risk management. We recognize that risk is inherent in our business. To mitigate the inherent risk to a level that is considered safe and appropriate, we have established a risk management process and philosophy that encourages enterprise-wide involvement in understanding and managing risks so that we may align levels and types of risk that we undertake with our business strategies, Risk Management Framework, and the interests of shareholders and other stakeholders.

The Bank’s Risk Management Framework is a fundamental component of the Bank’s risk management process. The framework enables the Board and management to better assess, understand, measure, monitor, and manage the risks posed by the Bank’s business. The Risk Management Framework is organized into three lines of defense. The first line of defense rests with the business lines, which are closest to the Bank’s day-to-day activities, have the greatest understanding of key risks, and own and manage those risks. The second line of defense comprises the Bank’s enterprise risk management functions, which are charged with the oversight and monitoring of risks that have been taken by the business lines. Enterprise risk management includes, without limitation, the Bank’s Enterprise Risk Management Committee, which is responsible for adopting and implementing the Risk

Management Framework and related procedures. The third line of defense rests with the internal audit function. Internal Audit performs reviews independent of the Bank’s business activities and provides the Board and senior management with independent and objective assurance on the overall effectiveness of governance, risk management, and internal controls. The Board’s Risk Oversight Committee reviews the Risk Management Framework at least annually and refers any recommended amendments to the Board for consideration and approval.

The Board oversees our overall risk management process, and monitors, reviews, and responds to reports and recommendations presented by its committees, management, internal and external auditors, legal counsel, and regulators. Through this ongoing oversight, the Board obtains an understanding of and provides significant input into how our management assesses, quantifies, and manages risk throughout the enterprise. The Board’s active involvement in risk oversight helps to hold management accountable for implementing the Bank’s Risk Management Framework, policies, and practices in a manner that does not encourage unnecessary or excessive risk taking.

The financial services industry faces ongoing and increasing risks and threats associated with its reliance on digital technology to serve its customers. Technological advancements, such as digital currencies and commerce, blockchain, artificial intelligence, quantum and cloud computing and other innovations present the potential for both positive and disruptive impacts on the industry. Over the past few years, the Board and its Risk Oversight Committee have spent significant time overseeing management's efforts to address these evolving and growing cyber- and technology-related risks and opportunities, including, most recently, the growth in the use of generative artificial intelligence. Our Risk Management Framework includes cybersecurity and technology among our Level 1 risks receiving extensive Board and management oversight. The Bank continues to strengthen its infrastructure and staffing and enhance its comprehensive cybersecurity and technology controls. Improving our resiliency against cybersecurity threats remains a key focus for our Board and all levels of management. Among other actions, we have developed additional practices that align with recently implemented securities laws, more clearly identified first-line roles, responsibilities and accountability, provided increased training for all employees, and continue to improve and enhance internal reporting to the Board and its respective committees, including the results of regularly performed systems-vulnerability scans and other controls testing. The Board and its committees receive regular reports from management, including the Bank's chief information security officer and chief technology officer, on technology and cybersecurity risks and developments. The Board periodically directs the Bank to engage independent consultants to review and provide guidance and perspective to the Board on further strengthening the Bank's cybersecurity and technology programs, and directors participate in continuing education on these topics. In addition, the Bank engages consultants at both the strategic level and at the technology implementation level to assist in better managing these risks.

BOARD COMMITTEE RISK OVERSIGHT

The Board oversees risk through actions of the full Board and the activities of its Risk Oversight, Audit, and Compensation Committees. Each of the committees regularly reports to the full Board.

Risk Oversight Committee. The Risk Oversight Committee reviews management’s assessment of the Bank’s aggregate enterprise-wide risk profile and the alignment of the risk profile with the Bank’s strategic plan, goals, and objectives. It reviews and recommends the articulation of the Bank’s Risk Management Framework and the overall risk capacity and risk management limits. The Risk Oversight Committee assists the Board and its other committees with their risk-related activities, including providing focused oversight of technology and cybersecurity risk management. The Risk Oversight Committee coordinates with the Audit Committee and other committees of the Board regarding areas of overlapping responsibility. The CRO reports directly to the Risk Oversight Committee and directly to the Bank’s CEO. The Risk Oversight Committee and the CEO jointly review the performance of the CRO and, when necessary, oversee the selection of his or her replacement.

Audit Committee. The Audit Committee plays a key role in risk management through its oversight of management’s responsibility to maintain an effective system of internal control over financial reporting. Among other responsibilities, the Audit Committee regularly reviews our earnings releases and annual and quarterly filings with the SEC, and, where appropriate, reviews other selected SEC filings and disclosures regarding financial matters. It also receives formal reports from the Bank’s chief audit executive, the CFO, corporate controller and our general counsel on material matters. In addition, it receives formal reports from the chief credit officer and chief credit examiner on the allowance for credit losses. The chief audit executive reports directly to the Audit Committee and administratively to the Bank’s CEO. The Audit Committee reviews the performance of the chief audit executive annually, determines that individual’s compensation and, when necessary, oversees the selection of his or her replacement.

Compensation Committee. The Compensation Committee reviews our executive compensation programs and overall compensation arrangements, when appropriate, with external consultants and our senior risk officers, including our CRO, with a view to designing and awarding compensation in ways that align with our Risk Management Framework in discouraging unnecessary and excessive risk taking. As noted in the section titled “Compensation Discussion and Analysis,” the Compensation Committee also evaluates the compliance of our compensation arrangements with applicable laws and guidance or limitations issued by regulatory agencies.


EXECUTIVE OFFICERS OF THE BANK

The following information is furnished with respect to certain of the executive officers of the Bank in accordance with SEC rules. Unless otherwise noted, the positions listed are those the officers hold with the Bank1 as of the date of this Proxy Statement.


Individual			Principal Occupation During Past Five Years 1
Harris H. Simmons Age 71 Officer since 1981			Chairman and Chief Executive Officer
Jason Arbuckle Age 48 Officer since 2024			Senior Vice President and Corporate Controller. Prior to April 2024, served in various roles including as the Bank's credit and capital markets controller and manager of the Bank's U.S. Securities and Exchange Commission reporting and accounting policy functions
Nathan Callister Age 52 Officer since 2026			Executive Vice President. President and Chief Executive Officer – Zions Bank since January 2026. From June 2025 to December 2025, Executive Director of Commercial Banking. Prior to that time, he served in various capacities at Wells Fargo Bank.
Eric Ellingsen Age 49 Officer Since 2021			Executive Vice President. President and Chief Executive Officer – California Bank & Trust. Prior to 2021, President and Chief Operating Officer of California Bank & Trust
Christopher Kyriakakis Age 54 Officer since 2022			Executive Vice President and Chief Risk Officer. From 2022-2024, Chief Audit Executive. Prior to 2022, served as managing vice president of Capital One Financial Corporation
Scott A. Law Age 60 Officer since 2019			Executive Vice President and Chief Human Resources Officer


Individual			Principal Occupation During Past Five Years 1
Scott J. McLean Age 69 Officer since 2006			President and Chief Operating Officer
Rena Miller Age 66 Officer since 2024			Executive Vice President, General Counsel and Secretary. Prior to 2024, served as deputy general counsel
R. Ryan Richards Age 49 Officer since 2021			Executive Vice President and Chief Financial Officer. From May 2021-April 2024, Senior Vice President and Corporate Controller. Prior to May 2021, served in various capacities with Truist Financial Corporation, including chief accounting officer and director of investor relations
Steven D. Stephens Age 67 Officer since 2010			Executive Vice President. Chief Executive Officer – Amegy Bank
Derek Steward Age 56 Officer since 2023			Executive Vice President and Chief Credit Officer. Prior to 2023, officer of Zions Bancorporation's enterprise services division holding various positions in credit administration

1.Officers are appointed for indefinite terms of office and may be removed or replaced by the Board or by the supervising officer to whom the officer reports.


Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Bank’s independent registered public accounting firm. The Audit Committee has reappointed the firm of Ernst & Young LLP (EY) as the independent registered public accounting firm to audit the financial statements of the Bank for the year ending Dec. 31, 2026. A resolution will be presented at the meeting to ratify the Audit Committee’s appointment of EY.

EY has audited the Bank’s financial statements each year since 2000. In accordance with SEC rules and EY policies, audit partners are subject to rotation requirements that limit the number of years an individual partner may provide audit services to the Bank. The Audit Committee was directly involved in the selection of the new lead audit partner for the Bank, who was designated commencing with the Bank’s 2025 audit.

Services provided to the Bank and its subsidiaries by EY in fiscal 2025 are described under “Fees paid to EY” below.

For the reasons described in the Report of the Audit Committee included following this proposal on page 23, the members of the Audit Committee and the Board believe that continued retention of EY as the Bank’s independent external auditor is in the best interests of the Bank and its shareholders.

Representatives from EY are expected to be present at the annual meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.


The Board unanimously recommends that shareholders vote “FOR” the ratification of Ernst & Young LLP as the Bank’s independent registered public accounting firm for fiscal 2026.

The affirmative vote of a majority of votes validly cast for or against the proposal will be required for the ratification of the appointment of our independent registered public accounting firm.

FEES PAID TO EY

The Audit Committee reviews and approves the audit fees associated with the Bank’s retention of EY. Aggregate fees for professional services rendered by EY for the Bank arising from the years ended Dec. 31, 2025, and 2024, were:


($ approximate)	2025		2024
Audit	$	4,804,327	$	4,737,663
Audit-Related	655,870		702,150
Tax	300,000		329,600
Total	$	5,760,197	$	5,769,413

Audit Fees. Audit fees include fees for the annual audit of the Bank’s consolidated financial statements, audits of subsidiary financial statements, and reviews of interim financial statements included in the Bank’s quarterly reports on Form 10-Q. Audit fees also include fees for services closely related to the audit and that in many cases could only be performed by the independent registered public accounting firm. The audit fee increase is generally due to a market adjustment.

Audit-Related Fees. Audit-related fees include fees for accounting consultations, comfort letters, audits of employee benefit plans, and certain agreed-upon procedures and compliance engagements. These fees decreased primarily due to comfort letter fees related to the issuance of debt.

Tax Fees. Tax fees include fees paid to EY for trust tax return preparation that is reimbursed by our clients. Tax fees decreased due to the reduced number of trust accounts and team efficiencies gained.

Pre-Approval Policies and Procedures. The Audit Committee has adopted a policy that requires its pre-approval of all services performed by the independent registered public accounting firm, including non-audit services. In determining whether to pre-approve the provision by EY of a permissible non-audit service, the Audit Committee considers whether the provision of the service by EY could impair the independence of EY with respect to the Bank. As part of this process, the Audit Committee considers the facts and circumstances of the proposed engagement, including whether EY can provide the service more effectively and efficiently than other firms because of its familiarity with the Bank’s operations. The Audit Committee also considers the proposed engagement in light of any other non-audit services that EY provides to the Bank and the fees paid to EY for such services. The Audit Committee requires competitive bidding for non-audit services where it is warranted by the facts and circumstances of the proposed engagement. There were no EY services in 2025 or 2024 that were not approved in advance by the Audit Committee.


REPORT OF THE AUDIT COMMITTEE

The following report of the Audit Committee does not constitute soliciting material and should not and will not be deemed filed or incorporated by reference into any other Bank filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Bank specifically incorporates this report by reference therein.

The Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and financial reporting practices of Zions Bancorporation, N.A. For a discussion of the Audit Committee's meetings during 2025 and its role in the Bank's risk oversight, see pages 16 and 20. In addition, the Audit Committee reviewed the allowance for credit losses and related methodology and other selected accounting determinations, such as accruals for legal and other loss contingencies. The Audit Committee discussed with Bank management and the external auditor changes in accounting rules or standards that could materially impact the Bank’s financial statements and the implementation of those rules or standards.

In discharging its oversight responsibility, the Audit Committee no less frequently than annually reviews the external auditor’s qualifications, performance and independence in connection with the determination as to whether to retain the external auditor. In conducting its review for its 2026 recommendation to retain EY as the external auditor, the Audit Committee considered a number of factors, including the professional qualifications of the external auditor; the external auditor’s historical and more recent performance in connection with the Bank’s audit; a review of fees and scope of services; results of the external auditor’s peer reviews and Public Company Accounting Oversight Board (PCAOB) examinations; and an evaluation of the external auditor's independence, including obtaining a formal written statement describing all relationships between the external auditor and the Bank that might bear on such independence, and discussing with the external auditor any relationships that may impact objectivity and independence.

The Audit Committee oversees the annual activities of the Intern Audit function. This oversight includes reviewing and approving the 2025 Internal Audit Plan, monitoring execution of the plan throughout the year, and evaluating the progress against plan objectives. The Committee regularly reviews significant audit findings, management’s responses and the status of corrective actions. The Audit Committee also reviews and approves any material changes to the Internal Audit Plan to address emerging risks, changes in organizational priorities, or resource considerations.

In addition, the Audit Committee discussed with management, the chief audit executive, and the external auditor the quality and adequacy of Zions Bancorporation, N.A.’s internal controls over financial reporting and the internal audit function’s organization, responsibilities, budget, and staffing. The Audit Committee reviewed with both the external and internal auditors their audit plans, audit scope, and identification of audit risks.

The Audit Committee discussed and reviewed with the external auditor all communications required to be discussed by the applicable requirements of the PCAOB, SEC, and others, and generally accepted auditing standards, and, with and without management present, discussed and reviewed the results of the external auditor's audit of the financial statements and internal controls over financial reporting. The Audit Committee received the written disclosures and the letter from the external auditor required by the applicable requirements of the PCAOB regarding the external auditor's communications with the Audit Committee. The Audit Committee followed formal policies and procedures governing the pre-approval of audit and permissible non-audit services to be performed by the Bank’s external auditor. The Audit Committee also discussed the results of the internal audit examinations.

During 2025, the Audit Committee reviewed its charter and made no updates. The Audit Committee held regular executive sessions without management and private meetings with members of management, internal auditors, and the external auditor, and performed other actions deemed necessary to discharge the Audit Committee’s responsibilities. The Audit Committee chairman also met regularly with regulators of the Bank. The Audit Committee conducts periodic effectiveness self-evaluations for review with the Board that include a comparison of the performance of the Audit Committee with the requirements of its charter. The Audit Committee’s charter, which describes the Committee’s roles and responsibilities, is available on the Bank’s website at zionsbancorporation.com. See the description of the Audit Committee in this Proxy Statement under “Board Committees” and “Board Involvement in Risk Oversight” for further information about the Audit Committee’s composition and responsibilities.

As set forth in the Audit Committee charter, management of the Bank is responsible for the integrity of the Bank’s financial statements and reporting. Management is also responsible for maintaining an effective system of controls over appropriate accounting and financial reporting principles, compliance with accounting standards and applicable laws and regulations, policies and procedures, and ethical standards. The internal auditors are responsible for independently assessing these financial reporting principles, policies, and internal controls as well as monitoring management’s follow-up to any internal audit reports. The external auditors are responsible for planning and carrying out a proper audit of the Bank’s annual financial statements, reviews of the Bank’s quarterly financial statements prior to the filing of each Quarterly Report on Form 10-Q, annually auditing the effectiveness of internal controls over financial reporting and other procedures. The members of the Audit Committee are not full-time employees of the Bank and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards.

The Audit Committee reviewed and discussed the audited financial statements and the report of management on internal control over financial reporting of Zions Bancorporation, N.A. as of and for the year ended Dec. 31, 2025, with management and internal and external auditors. Relying on the reviews and discussions described above, the Audit Committee recommended to the Board that the Zions Bancorporation, N.A. audited financial statements and management’s assessment of internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended Dec. 31, 2025, for filing with the SEC.

Audit Committee

Edward F. Murphy, Chairman

Maria Contreras-Sweet

Gary L. Crittenden

Claire A. Huang

Stephen D. Quinn


Proposal 3: Advisory (Nonbinding) Vote Regarding 2025 Executive Compensation ("Say-on-Pay")

We are required to provide shareholders with the right to cast a nonbinding vote at our 2026 Annual Meeting of Shareholders regarding the compensation of our named executive officers, as disclosed in this Proxy Statement.

RECOMMENDATION OF THE BOARD

The Board unanimously recommends that shareholders approve the following resolution:

RESOLVED, that the shareholders hereby approve, on a nonbinding basis, the 2025 compensation of the named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables, and related material.

The Board’s recommendation is based on its belief that our compensation programs operated in accordance with our compensation philosophy and resulted in the payment of an appropriate level of compensation to our named executive officers in 2025.

The Bank’s executive compensation program places heavy emphasis on performance-based compensation, particularly in the form of long-term incentives. In fact, all of our named executive officers, on average, have over two-thirds of their annual target direct compensation dependent upon performance-based incentives. Further, the Bank’s compensation philosophy subjects employee compensation to a clawback policy and other features designed to incentivize employees to manage the Bank’s risks carefully and avoid acts and practices that may expose the Bank to undue risk of short- or long-term financial loss, reputational damage or similar adverse impacts. These design features include but are not limited to risk-adjusted performance metrics, award caps, limitations on upside reward leverage, payout deferrals, multi-year performance and vesting periods, and the use of discretion by those responsible for overseeing the payout of the incentive compensation.

In order to further align compensation practices with shareholder interests, the named executive officers are expected to hold specified amounts of the Bank’s common stock under the Bank’s Stock Ownership and Retention Guidelines while employed in such positions, further exposing them to risk of financial loss in the event of adverse impacts to the Bank.

As provided by Section 14A(c) of the Securities Exchange Act of 1934, the shareholders’ vote with respect to executive compensation is advisory and will not be binding upon the Board. In addition, the shareholder vote may not be construed as overriding a decision by the Board, nor will it create or imply any additional fiduciary duty by the Board. Our Compensation Committee will, however, take into account the outcome of the vote when considering future executive compensation arrangements. In making compensation decisions, the Compensation Committee considered the shareholder ratification at our 2025 Annual Meeting of Shareholders of the compensation paid to our named executive officers for 2024. At our 2025 Annual Meeting of Shareholders, over 95% of the votes cast approved the non-binding advisory resolution regarding compensation of our named executive officers.

The affirmative vote of a majority of votes validly cast for or against the resolution will be required for approval of the proposal.

We have elected an annual frequency for our shareholders' say-on-pay vote. In reaching this decision, the Board considered the shareholders' non-binding frequency vote held most recently in 2025 that indicated shareholder preference for an annual non-binding vote on executive officer compensation.


The Board unanimously recommends that shareholders vote “FOR” approval of the 2025 compensation of named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.


Compensation Discussion and Analysis

In this Compensation Discussion and Analysis (CD&A), we provide an overview of our executive compensation philosophy and the decision-making process for 2025 compensation paid or awarded to our Named Executive Officers (NEOs). This CD&A focuses on our NEOs for 2025, which include our CEO, our CFO, and our three next most highly compensated executive officers. All of the NEOs were members of our Executive Management Committee (EMC), comprising our CEO and the senior leadership team. The Compensation Committee (the Committee) recommends the compensation for the CEO to the Board of Directors and reviews and approves the compensation for the other NEOs.

Our NEOs for 2025 are:

•Harris H. Simmons, Chairman and Chief Executive Officer (CEO);

•R. Ryan Richards, Chief Financial Officer (CFO);

•Scott J. McLean, President and Chief Operating Officer (COO);

•Christopher Kyriakakis, Chief Risk Officer (CRO); and

•Paul E. Burdiss, former President and CEO of Zions Bank (retired effective December 31, 2025).


EXECUTIVE SUMMARY	27	SUMMARY COMPENSATION TABLE	46
COMPENSATION OVERVIEW	29	2025 GRANTS OF PLAN-BASED AWARDS	48
COMPENSATION DECISIONS FOR THE 2025 PERFORMANCE PERIOD	31	OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2025	49
Base Salary	31	OPTION EXERCISES AND STOCK VESTED IN 2025	51
Annual Cash Incentive	32	2025 PENSION BENEFITS	51
Long-Term Incentives	36	2025 NONQUALIFIED DEFERRED COMPENSATION	52
DECISION-MAKING ROLES AND PROCESS	40	POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	53
OTHER COMPENSATION ELEMENTS	42	OTHER INFORMATION
COMPENSATION PRACTICES AND POLICIES	44	CEO PAY RATIO DISCLOSURE	56
COMPENSATION COMMITTEE REPORT	45	PAY-VERSUS-PERFORMANCE DISCLOSURE	57


EXECUTIVE SUMMARY

2025 FINANCIAL HIGHLIGHTS

Our financial performance in 2025 reflected solid growth compared with the prior year, with notable increases in net earnings, diluted earnings per share (“EPS”), and adjusted pre-provision net revenue, driven by higher net interest income and noninterest income, partially offset by increased noninterest expense.

•Net earnings applicable to common shareholders increased $158 million, or 21%.

•Diluted EPS increased 21% to $6.01, compared with $4.95 in 2024.

•Net interest income increased $197 million, or 8%, driven by lower funding costs and favorable shifts in the composition of average interest-earning assets.

•Average interest-earning assets increased $689 million, or 1%, as growth in average loans was largely offset by declines in average securities.

•Total loans increased $1.5 billion, or 3%, primarily due to growth in the commercial and industrial, term CRE, and consumer 1-4 family residential loan portfolios.

•Average interest-bearing liabilities increased $178 million, or 0.3%, due to slight increases in average borrowed funds and average deposits.

•Total deposits decreased $579 million, or 1%, as a decline in brokered deposits was partially offset by an increase in noninterest-bearing demand deposits, reflecting the migration of a consumer interest-bearing product into a new noninterest-bearing offering.

•The provision for credit losses remained flat at $72 million.

•Customer-related noninterest income increased $23 million, or 4%, primarily driven by higher retail and business banking fees, capital market fees and income, and loan-related income.

•Noncustomer-related noninterest income increased $35 million, or 57%, primarily reflecting higher net securities gains from valuation adjustments within our SBIC investment portfolio.

•Total net revenue increased $255 million, or 8%.

•Noninterest expenses increased $92 million, or 4%, driven by higher salaries and benefits, along with increases in marketing and business development costs and technology-related expenses. Marketing and business development expenses rose largely due to a $15 million donation to our charitable foundation. These increases were partially offset by lower deposit insurance and regulatory expenses.

•Adjusted noninterest expense increased $97 million, or 5%.

•Adjusted pre-provision net revenue ("PPNR") increased $135 million, or 12%.

•The efficiency ratio improved to 62.6%, compared with 64.2% in 2024, reflecting positive operating leverage.

•Net loan and lease charge-offs totaled $89 million, or 0.15% of average loans in 2025, compared with $60 million, or 0.10% in 2024.

For additional information regarding our financial performance, see our 2025 Annual Report on Form 10-K filed with the SEC and available on our website (zionsbancorporation.com).

Some of the Bank’s key 2025 performance measures are highlighted in the following charts.

2025 PERFORMANCE SNAPSHOT

1.The 2025 Zions custom peer group is described later in this Proxy Statement in the section titled "Peer Group."

2.Reported as tax-equivalent net interest income less net loan and lease charge-offs, expressed as a percentage of average interest-earning assets.

2025 COMPENSATION DECISIONS SUMMARY

The Committee awarded the Bank’s NEOs total compensation for 2025 that it believes is generally commensurate with the Bank’s and management's performance during the year.

•Salary Increases. Approved 2025 salary increases for NEOs with a median increase of 3.0%, with two NEOs that started their roles in 2024 receiving larger increases.

•Annual Cash Incentive Awards. Approved 2025 annual cash incentive awards for NEOs with a median payout of 80.7% of target, with a range from 78.6% to 100% of target, differentiated based on individual roles, performance, and the 2025 operating environment.

•Value Sharing Plan Payouts. Approved 2023-2025 Value Sharing Plan payouts for NEOs at 55% of target.

•Long-Term Incentive Awards. Approved annual 2025 long-term incentive awards, with 50% of the annual grant in the form of performance-based long-term cash incentives and the other 50% in the form of restricted stock units (RSUs) for most roles. Additionally, two NEOs received supplemental RSU grants to close market gaps in their total compensation.


COMPENSATION OVERVIEW

COMPENSATION PHILOSOPHY AND OBJECTIVES

Zions' Compensation Committee believes that the most effective executive compensation program aligns executives’ interests with those of Bank shareholders. Our executive compensation programs are designed to achieve the following objectives:

•Attract and Retain Talent. Secure talented and experienced executives necessary to prudently manage shareholder capital in the highly competitive financial services industry.

•Motivate and Reward. Incentivize and reward executives whose knowledge, skills, and performance are critical to our success.

•Align Interests. Align the interests of our executive officers and shareholders by compensating our executives for managing our business to meet long-term objectives and rewarding performance that exceeds established targets.

•Support Performance-Based Goals. Link significant percentages of CEO and senior executive compensation to performance, utilizing deferred pay, “clawbacks,” and performance conditions.

•Promote Prudent Risk-Taking. Pursue compensation objectives that reflect prudent risk-taking and protect the Bank's safety and soundness, including performance goals tied specifically to risk management.

The Bank’s portfolio of awards is balanced between fixed and variable compensation, cash and equity-based compensation, and annual and long-term compensation to drive sustained performance. The Committee used its judgment in making decisions for 2025 compensation to take into account other factors, such as financial performance, effective risk management, compliance with controls and ethical duties, competition for top talent, market-based pay levels, and the need to attract, develop, grow, and retain the leadership team.

The Bank’s compensation philosophy also supports and reflects the Bank’s risk management culture. Zions’ 2025 compensation program for our NEOs was designed to encourage management of risk and discourage inappropriate risk taking by granting a diverse portfolio of incentive compensation awards to our executives and other senior employees that are expected to reward desired behavior over time.

Risk mitigation is balanced with profitability and other performance objectives through features in the Bank’s compensation plans that expose our executives to loss of potential compensation value in the event of adverse financial results, adverse risk outcomes or other factors. This balancing of objectives and risk concerns has been furthered by other important design characteristics of our executive compensation arrangements as outlined below.

COMPENSATION FEATURES AND GOVERNANCE


What We Do:			What We Don't Do:
Align pay with performance and stockholder interests			No tax gross-ups for change in control payments
Require strong ownership and retention of equity			No “timing” of equity grants
Retain an Independent Compensation Committee consultant			No hedging; restrictions on pledging
Maintain “double trigger” provisions for change in control scenarios			No repricing of stock option awards
Discourage excessive and unnecessary risk taking			No excessive perquisites
Maintain recoupment and clawback policies			No company plane or personal use of aircraft
Annual say-on-pay vote			No employment agreements for executive officers

2025 SAY-ON-PAY VOTE AND SHAREHOLDER ENGAGEMENT

At our 2025 Annual Meeting, our shareholders approved a non-binding advisory say-on-pay proposal with approximately 95% of the votes cast voting in favor of that proposal.

Each year, the Bank offers meetings to our top institutional shareholders. In response to these invitations, leaders from the Bank's investor relations, human resources, and legal teams meet with our institutional shareholders seeking their feedback regarding our executive compensation practices. During these discussions, shareholders share some of their primary considerations in assessing a company's pay practices and have an opportunity to gain a greater understanding of our executive pay levels and performance alignment.

2025 TARGET TOTAL DIRECT COMPENSATION

Our executive compensation program emphasizes performance-based compensation tied to Zions' financial performance, stock price and contributions to strategic initiatives. Approximately 84% of Mr. Simmons' target total compensation is performance-based and at risk, while the other NEOs have an average of 74% of their compensation

SEC Form DEF 14A filed by Zions Bancorporation N.A.