Zions Bancorporation, National Association ZION
New risk paragraphs, branching off last year
Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Feb 25, 2025. A box jumps to the paragraph as filed, below.
Paragraphs with nothing like them in last year's 10-K
53 paragraphs in Risk Factors of the 10-K filed Feb 24, 2026 with nothing like them in the 10-K filed Feb 25, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Our ability to generate revenue and expand our business is inherently linked to the prudent and strategic management of risk. These risks are comprehensively defined within our Risk Management Framework, which serves as the foundation for our enterprise-wide approach to risk oversight.
Although not comprehensive, the following sections outline the significant risk factors that could affect our business.
Adverse economic conditions could negatively affect our performance and overall financial condition.
Additionally, external factors such as tariffs, export controls, sanctions, restrictive immigration policies, elevated unemployment, civil unrest, and other political or trade-related developments affecting domestic and global markets may heighten economic uncertainty. Collectively, these conditions could lead to reduced loan demand, higher credit losses, and lower fee income, among other adverse effects.
Fluctuations in the availability and sources of liquidity and capital could restrict our operational flexibility and constrain future growth opportunities.
Show the other 21
We also rely on our investment securities portfolio as a source of contingent liquidity through cash flows, maturities, and secured borrowing capacity. The portfolio consists of instruments that can be readily pledged or converted to cash and is managed to support our asset‑liability profile by helping to mitigate interest rate mismatches between loans and deposits. Any unexpected changes in portfolio runoff, market valuations, or the availability of secured borrowing markets could adversely affect our liquidity position and the effectiveness of our asset‑liability management strategies.
available. Furthermore, changes to FHLB or Federal Reserve funding programs could adversely affect our liquidity and the effectiveness of our risk management efforts.
Challenges experienced by other financial institutions could negatively impact the broader financial markets and, in turn, indirectly have an adverse effect on our operations.
Events in the financial services industry during 2023 illustrated this dynamic. A number of regional and community banks experienced deposit outflows and heightened liquidity pressures, which in turn contributed to broad market concerns about the financial condition and creditworthiness of other institutions. These developments resulted in—and similar occurrences may again result in—significant and cascading disruptions across financial markets and the deposit environment, increased operating costs, reduced fee income, and increased volatility and downward pressure on the market value of our common stock.
We may face challenges in attracting and retaining qualified personnel or effectively fostering our corporate culture. Additionally, recruiting and compensation costs may increase as a result of evolving workplace dynamics, market conditions, economic factors, and regulatory changes.
Additionally, broader economic conditions and evolving workforce dynamics, including shifting employee priorities, regulatory expectations, increased geographic mobility, and the adoption of remote work models, may further challenge our talent retention efforts and contribute to increased compensation demands, associated costs, or other operational challenges. Moreover, inflationary pressures have led to increased compensation costs, a trend that is expected to persist and may continue to impact our financial performance. If we experience such adverse effects with respect to our employees, our business, financial condition, and results of operations could be adversely or materially impacted.
We have undertaken, and continue to implement, significant initiatives to improve operating efficiency and strengthen our internal control environment. The ultimate success, timely completion, and overall impact of these efforts may differ significantly from expectations, and any such deviation could have a material adverse effect on our organization.
In addition, fintechs and other technology-driven platforms are expanding their presence, offering a wide variety of products and services that challenge traditional banking models. The growing experimentation with and adoption of advanced technologies—such as AI, quantum computing, tokenized deposits, blockchain, stablecoins, and other digital currencies, including the potential issuance, acceptance, and integration of central bank digital currencies—has the potential to fundamentally reshape the financial services landscape. Regulatory developments related to these emerging technologies, including the recent enactment of the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (“GENIUS Act”) and the potential passage of the Digital Asset Market Clarity Act of 2025 (“CLARITY Act”), further underscore this shift. Failure to keep pace with technological advancements could adversely affect our competitive position, diminish customer satisfaction, and reduce the accessibility and relevance of our products and services.
We operate in a highly competitive environment, both in the range of products and services we provide and across the geographic markets in which we conduct business.
Consolidation in our industry—whether through smaller banks merging to create larger, more competitive institutions or through combinations of banks and non-bank entities—may intensify competitive pressures, particularly in affected regions or for specific products. To the extent we expand into new markets, we may encounter competitors with greater experience and established customer relationships, which could adversely impact our ability to compete effectively. Failure to adequately respond to these competitive dynamics could hinder our ability to attract and retain customers across our businesses.
We may face significant operational disruptions in connection with the execution of our various strategic projects and initiatives. Potential challenges include extended implementation timelines, budget overruns, loss of key personnel, technological issues, and processing errors. Additionally, disruptions may arise from capacity limitations, service level deficiencies, suboptimal performance, and costs associated with system replacements and upgrades.
Such issues could adversely affect our systems, operational processes, internal controls, procedures, workforce, and customer experience. In the event of a significant disruption, we could be subject to increased regulatory oversight, exposure to civil litigation, and potential financial liabilities or reputational risk. These outcomes could materially affect our control environment, operational efficiency, and overall financial performance.
We continue to face persistent and increasingly sophisticated attempts to defraud the Bank and our customers from a variety of sources. The frequency of these schemes may increase in an adverse economic environment. Our ability to identify and prevent fraud depends on the effectiveness of our systems, processes, and personnel; however, despite the safeguards we have implemented, some fraudulent activities may still go undetected. As a result, we may not be able to detect, prevent, or mitigate all future incidents, which could lead to material financial losses. Furthermore, even in cases where we are not financially responsible for reimbursing customers for fraudulent losses, such incidents can harm our reputation and impair our ability to attract and retain customers.
We utilize models to support the Bank’s management and decision-making processes. Inaccurate assumptions or non-representative training data within these models could lead to unreliable outputs or suboptimal decisions, which could adversely affect our operations.
We rely on various external suppliers to perform operational activities that support our business operations. While these partnerships offer strategic and operational advantages, they also present a range of risks. These risks vary based on factors including the nature and volume of data accessed or processed by suppliers, the concentration of services they deliver, their exposure to downstream service providers, and the geographic locations—both domestic and international— from which services are provided. Our internal control and third-party risk management frameworks may not always provide adequate oversight or mitigate all potential exposure. Substandard performance by third-party providers can adversely affect our ability to deliver products and services effectively, disrupt business
continuity, and negatively impact customer experience. Moreover, replacing or identifying suitable alternatives for underperforming suppliers can be difficult and costly, particularly when swift transitions are required due to unforeseen circumstances.
Additionally, many of our suppliers have experienced operational challenges arising from inflationary pressures, wars and geopolitical conflicts, international trade policies, cyber threats, natural disasters, and other disruptive events. These external factors may, in turn, adversely affect our operations and service delivery.
The development and use of AI technologies present risks and challenges that could materially and adversely affect our business, financial condition, and results of operations.
We are in the early stages of integrating AI into certain aspects of our business operations with the objective of enhancing employee productivity and operational efficiency. At present, we have not implemented fully autonomous AI-driven systems in critical decision-making processes or client-facing activities. Instead, we utilize certain AI solutions to support, inform, or augment decision-making and client interactions, with all final actions subject to human oversight and review. We anticipate that AI technologies may become increasingly integrated into our operations over time. Additionally, some vendors or third-party service providers may incorporate AI within their products, services, or processes, which could indirectly impact our business.
AI models present unique risks, including the potential for “hallucinations”—instances where the system produces outputs that appear credible but are factually incorrect or misleading. Such errors may lead to inaccurate information being used in decision-making or communicated externally. AI models may also reflect biases inherent in their training data, which could lead to inaccurate outputs, inadvertent disclosure of confidential information, infringement of intellectual property rights, lack of transparency, or other adverse outcomes. The complexity of many AI models also makes them difficult to fully assess, potentially exposing us to financial liability, regulatory scrutiny, or reputational harm.
We are also exposed to risks arising from the use of AI by threat actors to commit fraud, misappropriate funds, and facilitate cyberattacks. If leveraged against us—or against other financial institutions, securities exchanges, or similar organizations—AI‑enabled threats could pose risks to our operational stability.
Any reliance on AI introduces a number of risks and challenges. The legal and regulatory environment governing AI remains uncertain and is evolving rapidly, both in the U.S. and internationally. Emerging frameworks include regulations specifically targeting AI technologies. Changes in applicable laws and regulations may require us to modify our approach to AI adoption, increase compliance costs, and heighten the risk of non-compliance. Additionally, challenges in monitoring and governing models over time—including changes in data inputs—may result in unintended deterioration in model accuracy.
Third-party providers, including suppliers and their subcontractors, present operational and information security risks. These risks include potential security breaches or failures within their systems or those of their downstream partners. In such instances, we may not receive timely notification of incidents affecting our services or data, nor have the ability to participate in related investigations, disclosures, or remediation efforts. Additional risks may arise from human error, noncompliance with security protocols, or intentional misconduct by employees or third parties. Our ability to control and monitor the operational and cybersecurity measures implemented by third-party providers is limited, and under applicable laws, regulations, or contractual obligations, we may be held responsible for cyber incidents within third-party systems that impact us or our customers.
Furthermore, system upgrades and enhancements may introduce risks related to implementation and integration with existing infrastructure. Given the complexity and interdependence of our technology environment, efforts to improve security can inadvertently lead to system disruptions or new vulnerabilities. Additional risks may arise if hardware and software vendors are unable to deliver timely patches or if we are unable to implement necessary updates promptly—particularly in cases where threat actors are actively exploiting known vulnerabilities.
Despite substantial investments in cybersecurity, our systems may remain susceptible to evolving threats, and our mitigation efforts may be deemed inadequate by regulatory authorities or courts. Any failure, disruption, or security incident—whether actual or perceived—affecting our communications and information technology systems or those of our third-party providers could impact our operations and services, damage our reputation, result in loss of customer business, increase regulatory scrutiny, expose us to civil litigation and financial liability, and lead to other material adverse consequences.
Furthermore, any insurance coverage we maintain may be insufficient to fully compensate for losses arising from the foregoing risks. We also cannot assure that such coverage will remain available on acceptable terms, or at all, or that insurers will not deny coverage for future claims.
Additionally, initiatives such as the current administration's recent proposal to cap credit card interest rates at 10%, along with similar federal and state proposals to limit bank fees and interest rates, may negatively affect bank profitability and limit their ability to offer certain products and services. As a provider of financial products and services across multiple industries and geographic markets, we are subject to these regulatory frameworks and may be affected by future legislative developments. Because the scope and impact of these laws and regulations continue to change, their ultimate effect on our business operations and financial performance cannot be predicted.
Although the timing and likelihood of proposed regulatory changes remain uncertain, any resulting implementation could adversely affect our operations and financial results. Potential consequences include reduced revenues and after-tax returns for financial institutions, constraints on growth, increased FDIC insurance assessments, higher taxes or fees on funding and activities, limitations on the products and services we are able to offer, increased regulatory or legal compliance costs, and potential requirements to raise additional capital under unfavorable market conditions.
Political developments may result in rapid changes to legislation, public policy, and governmental operations. Several initiatives under the current administration could heighten uncertainty and volatility in both U.S. and global financial markets, potentially affecting the government's capacity to deliver services at historical levels. These shifts may also affect our ability to obtain timely guidance and support from regulatory authorities in managing current and emerging risks, including those related to climate-related events, cybersecurity, privacy, AI, quantum computing, digital assets, and public safety. Many proposed measures remain subject to legal challenges or require additional legislative approval prior to implementation. Consequently, the timing, scope, and ultimate impact of these developments are uncertain and may produce either favorable or adverse effects on our business operations, financial performance, and customer relationships.
We are subject to risks arising from legal claims, litigation, and regulatory or governmental proceedings. Our exposure to such matters may increase due to a variety of factors, including economic pressures affecting customers and counterparties, a rise in claims and actions related to fraudulent schemes involving our customers, the implementation of new regulations under recently enacted legislation, changes in political leadership and priorities, and heightened enforcement and legal actions targeting financial institutions.
These proceedings may result in material adverse effects on our financial condition, operating results, or ability to conduct business. Potential consequences include unfavorable judgments, settlements, fines, civil money penalties, injunctions, operational restrictions, or other forms of relief. Although we maintain insurance coverage intended to mitigate financial exposure related to legal defense, settlements, and awards, such coverage is subject to deductibles and policy limits and may not fully offset all associated costs.
Participation in legal or regulatory matters—regardless of outcome—can also negatively impact our reputation and divert management attention from core business operations. Moreover, the financial services industry has experienced a notable increase in settlement amounts, which has adversely affected our ability to obtain insurance coverage for certain claims, raised deductible thresholds, and driven up premium costs. As a result, our financial performance is increasingly susceptible to adverse outcomes from legal proceedings.
State corporate statutes—such as those of Utah—are widely recognized, regularly updated through legislative processes, and often informed by model corporate law frameworks. Similarly, the federal securities law regime established under the Securities Act and the Exchange Act, along with the SEC’s comprehensive regulatory infrastructure, is broadly utilized by publicly traded companies.
The OCC’s statutory and regulatory frameworks, however, have been applied relatively infrequently to publicly traded banking institutions and remain less developed than the corporate and securities law regimes applicable to other public companies. While specific risks associated with operating under these frameworks are outlined below, the current lack of clarity and maturity in the OCC's approach may introduce uncertainty in the application of these rules to corporate or securities-related matters. This uncertainty could hinder our ability to execute transactions efficiently, optimally, or in some cases, at all.
These distinctions may adversely affect the ability of the Bank, and other institutions governed by the National Bank Act, to execute acquisition transactions efficiently. Furthermore, the requirement for shareholder approval in
all merger scenarios may place us at a competitive disadvantage in certain circumstances, particularly when competing against institutions not subject to similar constraints, whose proposals may proceed without such conditions.
Our structure as a standalone bank, without a bank holding company, may present challenges in pursuing future acquisitions of financial institutions that engage in activities permitted only for bank holding companies. This structural distinction could limit our strategic ability to expand into certain financial services sectors, potentially placing us at a competitive disadvantage.
Operational, regulatory, compliance, and legal risks may harm our business and brands.
Although our operations have not been materially disrupted to date, future developments—such as cyberattacks targeting the U.S., the Bank, our customers, or our suppliers—could pose substantial challenges to our ability to conduct business effectively.
Diverging and evolving policy, legal, regulatory, and political developments—and differing stakeholder views—related to governance, environmental, social, and other sustainability matters may subject us to potentially conflicting requirements and expectations, which could negatively affect our business and harm our brands.
There has been increased focus among policymakers, investors, and other stakeholders on corporate practices related to environmental, social, and other sustainability matters. For example, recent executive orders issued by the current administration aim to restrict or prohibit certain corporate diversity initiatives and limit the consideration of environmental and social factors by financial institutions in customer‑related decisions.
Given the differing viewpoints among stakeholders on these issues, we face increased legal, regulatory, and operational risks. We may be unable to meet the conflicting expectations of all key stakeholders, which could
adversely affect our business, operational results, and brands. Evolving policy, legal, regulatory, and political developments—as well as changing investor and regulatory expectations—may require adjustments to our business practices, strategies, or commitments and may increase compliance, operational, or other costs. Certain states have enacted or proposed laws addressing climate change and other sustainability issues, including climate‑related disclosure requirements. Other states have proposed or adopted laws or actions restricting the consideration of environmental and social factors in state investments and contracting.
In addition, in August 2025, President Trump signed Executive Order 14331, “Guaranteeing Fair Banking Access for All Americans,” which states that financial services should not be denied based on constitutionally or statutorily protected beliefs, affiliations, or political views. The Executive Order directs the Treasury Secretary and federal banking regulators to address politicized or unlawful debanking activities.
These and other laws, regulations, guidance, and expectations—many of which may have broad or extraterritorial application—have subjected, and may continue to subject, us to additional or conflicting requirements across the jurisdictions in which we operate. Such developments could negatively affect our business and brands, increase regulatory, compliance, credit, and operational risks, raise associated costs, or limit our ability to operate in certain jurisdictions.
For more information, see “Other Regulations and Proposals” in Supervision and Regulation on page 12.
Legislative efforts to enact comprehensive, long-term appropriations have encountered significant challenges in recent years, thereby increasing the risk of a federal government shutdown. These fiscal uncertainties, along with the continued growth of the national debt and ongoing congressional deliberations over fiscal policy and budget discipline, may lead to adverse outcomes, including potential downgrades to the U.S. credit rating or even a default. Such developments could introduce additional volatility across the U.S. economy, with potential effects on capital and credit markets, the banking industry, financial markets, and the interest rate environment, among other unforeseen consequences.
In the event of a federal government shutdown or related fiscal disruption, the Bank could experience material adverse effects on its liquidity position, operating margins, overall financial condition, and results of operations. The recent government shutdown during the third quarter of 2025 did not have a significant impact on our operations or financial performance.
Paragraphs in the 10-Q filed Nov 5, 2026 that were not in the one before
New in the latest 10-Q
14 paragraphs in the 10-Q filed Nov 5, 2026 with nothing like them in the 10-Q filed Aug 6, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
• Noninterest expense increased $26 million, or 5%, primarily reflecting higher salaries and employee benefits, professional and legal services, technology-related costs, and marketing and business development expenses. The increase also included costs associated with the acquisition and integration of the Basis Multifamily Finance agency lending platform. These increases were partially offset by lower deposit insurance and regulatory expense. The efficiency ratio was 61.9%, compared with 59.6% in the prior year quarter, and improved from 62.2% in the preceding quarter.
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Compared with the preceding quarter, the cost of total deposits increased 11 bps, driven in part by a shift in deposit mix toward higher-cost interest-bearing deposits and an accounting presentation change that increased the cost of total deposits by approximately 3 bps.
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The following schedule summarizes the primary drivers of the year-over-year change in the ACL, including changes in economic forecasts and scenario weightings, credit quality trends and portfolio-specific risks, and loan portfolio composition:
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Noncustomer-related noninterest income decreased $21 million, or 81%, compared with the prior year period, primarily due to a $15 million decline in net securities gains, reflecting lower valuation adjustments in our SBIC investment portfolio relative to the prior year quarter. Dividends and other income decreased $6 million, primarily due to a gain on the sale of bank-owned property and higher FHLB stock dividends in the prior year period.
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At September 30, 2026 and December 31, 2025, customer deposits included approximately $6.6 billion and $6.8 billion, respectively, of reciprocal deposits that were not classified as brokered deposits under applicable FDIC regulations. These deposits represented approximately 8% and 9% of total deposits at the respective dates and provide customers with access to additional deposit insurance coverage while allowing them to maintain their banking relationships with us. At September 30, 2026, reciprocal deposits were well below our FDIC regulatory cap for exclusion from brokered deposit classification.
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Show the other 9
Asset sensitivity under the rising rate scenarios decreased during the first nine months of 2026, primarily due to increased hedging activity. Exposure to declining rates increased, primarily due to updated assumptions that deposit rates would decline more slowly as market interest rates fall.
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Capital distributions, including share repurchases, are subject to applicable regulatory requirements and OCC oversight. Share repurchases may occur periodically in the open market or through privately negotiated transactions. For additional information regarding capital actions, see Note 8 of the Notes to Consolidated Financial Statements.
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Financial statements and notes
The following schedule presents derivative, repurchase agreement, and reverse repurchase agreement transactions subject to enforceable master netting arrangements or similar agreements. Derivative assets and liabilities are included in “Other assets” and “Other liabilities,” respectively, on the consolidated balance sheet. Reverse repurchase agreements are included in “Federal funds sold and securities purchased under agreements to resell,” and repurchase agreements are included in “Federal funds and other short-term borrowings.” The underlying agreements generally provide for rights of setoff and establish collateral requirements in the event of default or other termination events.
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September 30, 2026 Gross amounts recognized Gross amounts offset on the balance sheet Net amounts presented on the balance sheet Gross amounts not offset on the Net amount
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1 Represents the fair value of securities collateral pledged or received, limited to the net carrying amount of the related recognized asset or liability.
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2 Weighted average yields by maturity bucket are based on amortized cost, excluding unamortized basis adjustments associated with the transfer of certain debt securities from AFS to HTM, and are presented pre-tax.
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Certain mortgage loans sold include limited recourse provisions for periods ranging from three months to one year. Losses arising from the exercise of these provisions have not been significant.
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In connection with the previously disclosed Basis Multifamily Finance acquisition, we also assumed certain loss-sharing and repurchase obligations associated with loans previously sold through the Fannie Mae DUS and Freddie Mac Optigo programs. These obligations include our contractual share of credit losses on certain Fannie Mae DUS loans and potential repurchase obligations for loans that do not comply with applicable selling and servicing requirements. At the acquisition date, we recognized liabilities of approximately $ 1.0 million related to these obligations.
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theories; and examinations, investigations, or other actions initiated by governmental and self-regulatory agencies, where traditional adjudicative processes may not apply.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 5, 2026 against Item 1A of the 10-K filed Feb 24, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:There have been no material changes to the risk factors as previously disclosed in Part I, Item 1A. Risk Factors in our 2025 Form 10-K.
Read in the 10-Q
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Phrases used for the first time
Two-word phrases in Risk Factors of the 10-K filed Feb 24, 2026 that are in none of the 1 earlier 10-Ks stored, back to Feb 25, 2025
Where each one is used
- third-party providers: We outsource certain operations to third-party providers, which may pose risks that could adversely affect our business and operational performance.
- external factors: Additionally, external factors such as tariffs, export controls, sanctions, restrictive immigration policies, elevated unemployment, civil unrest, and other political or trade-related developments affecting domestic and global markets may heighten economic uncertainty. Collectively, these conditions could lead to...
- broader economic: Net interest income represents the largest component of our total revenue, and its performance is subject to a variety of external factors that can significantly influence the interest rate environment. These factors include changes in prevailing market interest rates, competitive pricing pressures for loans and...
- emerging technologies: Our primary source of liquidity is customer deposits, which can be influenced by market-related forces such as increased competition, the adoption of emerging technologies—including stablecoins and tokenized deposits—and various other external factors. If we are unable to fund assets through customer deposits or...
- associated costs: Additionally, broader economic conditions and evolving workforce dynamics, including shifting employee priorities, regulatory expectations, increased geographic mobility, and the adoption of remote work models, may further challenge our talent retention efforts and contribute to increased compensation demands,...
- compliance costs: Any reliance on AI introduces a number of risks and challenges. The legal and regulatory environment governing AI remains uncertain and is evolving rapidly, both in the U.S. and internationally. Emerging frameworks include regulations specifically targeting AI technologies. Changes in applicable laws and...
- current administration: Regulators, federal and state legislatures, the current administration, the U.S. Congress, and other governing or advisory bodies continue to implement rules, laws, and policies that affect financial institutions and public companies. These measures are often intended to promote, restrict, or penalize particular...
- legal regulatory: Diverging and evolving policy, legal, regulatory, and political developments—and differing stakeholder views—related to governance, environmental, social, and other sustainability matters may subject us to potentially conflicting requirements and expectations, which could negatively affect our business and harm our brands.
Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.
What was taken out
29 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.
Sources
Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.
Also
10-K change: what was reworded or cut, section by section.
Work with it
Excel workbook · CSV. Google Sheet that stays up to date: paste =IMPORTDATA("https://tickdelta.com/company/ZION/export.csv") into a cell.