What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-28 · 293 added, 328 removed, 2457 unchanged (20% of the section changed)

12 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

For information concerning the directors of the Company, the information contained under the sections captioned “Proposal 1 - Election of Directors for a One-Year Term” in Berkshire’s Proxy Statement for the 2024 Annual Meeting of Stockholders (“Proxy Statement”) is incorporated by reference.

The following table sets forth certain information regarding the executive officers of the Company.

Name Age Position

Mhatre 53 President and Chief Executive Officer of the Company;

Chief Executive Officer - Berkshire Bank;

Director of Berkshire Hills Bancorp and Berkshire Bank

Gray 47 Senior Executive Vice President, Chief Operating Officer;

President - Berkshire Bank

David Rosato 62 Senior Executive Vice President, Chief Financial Officer

James Brown 58 Senior Executive Vice President, Head of Commercial Banking

Jacqueline Courtwright 60 Senior Executive Vice President, Chief Human Resources and Culture Officer

Ashlee Flores 39 Executive Vice President, Chief Compliance Officer

Philip Jurgeleit 54 Executive Vice President, Chief Credit Officer

Lindenmuth 56 Senior Executive Vice President, Chief Risk Officer

Andrew Plumridge 51 Executive Vice President, Chief Internal Audit Officer

Gordon Prescott 62 Senior Executive Vice President, General Counsel and Corporate Secretary

Sumant Pustake 39 Executive Vice President, Chief Transformation & Strategy Officer

Ellen Steinfeld 62 Senior Executive Vice President, Head of Consumer Lending & Payments

White 48 Senior Executive Vice President, Chief Information Officer – Berkshire Bank

The executive officers are elected annually and hold office until their successors have been elected and qualified or until they are removed or replaced.

BIOGRAPHICAL INFORMATION

Mhatre was appointed to the role of President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank in January 2021.

He was also appointed as a Director of the Company and the Bank.

Prior to joining the Company, Mr.

Mhatre was Executive Vice President, Community Banking, at Webster Bank, where he led consumer and business banking businesses.

Before joining Webster in 2009, Mr.

Mhatre spent 13 years at Citi Group in various leadership roles across consumer-related businesses globally.

Gray was appointed to the role of Senior Executive Vice President, Chief Operating Officer;

President of the Bank in November 2018.

He was previously Senior Executive Vice President of the Company and Chief Operating Officer of the Bank since 2015.

Gray joined the Company in retail banking in 2007 and attained the position of Executive Vice President, Retail Banking.

Previously, he was Vice President and Consumer Market Manager at Bank of America, in Waltham, Massachusetts.

David Rosato.

Rosato joined the Company in February 2023 as Senior Executive Vice President, Chief Financial Officer.

He spent the last 15 years with People’s United Financial, Inc., eight of which as Chief Financial Officer.

Prior to joining People’s United, Mr.

Rosato worked at Webster Financial Corporation, including serving as its Treasurer, and M&T Bank Corporation.

Rosato is a former board member of the Federal Home Loan Bank of Boston.

Brown joined the Company in January 2023 as Senior Executive Vice President, Commercial Banking.

Brown is responsible for all aspects of commercial banking operations, including the middle-market, business banking and asset based lending teams.

Previously, he spent more than 20 years at Boston Private Bank & Trust Company in multiple senior executive roles including Co-President, EVP, Head of Commercial Banking and Credit Administration, and Chief Lending Officer.

He served with Silicon Valley Bank as Head of Specialty Commercial within the Private Bank, following the acquisition of Boston Private in 2021.

Jacqueline Courtwright.

Courtwright is Senior Executive Vice President, Chief Human Resources and has served as Culture Officer since September 2020.

She had been appointed as Senior Vice President, Chief Human Resources Officer in July 2019.

Prior to joining Berkshire in 2012, Ms.

Courtwright was VP, Human Resources Business Partner at Citizen Bank and also held senior human resource roles during her 20 years at KeyBank.

Ashlee Flores.

Flores was promoted to Executive Vice President, Chief Compliance Officer in September 2022.

She oversees all aspects of the compliance risk management program, including compliance with the Bank Secrecy Act, Community Reinvestment Act, consumer protection laws and regulations, as well as the Security and Fraud Investigations functions.

Flores previously served as SVP, Compliance, where she oversaw Berkshire Bank's compliance program.

Prior to joining Berkshire Bank, Ms.

Flores was a compliance officer at Hampden Bank in Springfield, MA where she managed the compliance and audit program.

Philip Jurgeleit.

Jurgeleit joined the Company in January 2023 as Executive Vice President, Chief Credit Officer.

He oversees all aspects of the company's credit underwriting, policy, and approval processes.

Jurgeleit most recently served as SVP and Senior Director of Credit Risk at Santander Bank where he was responsible for all aspects of credit risk management including credit approval, asset quality, underwriting guidelines, and credit policies for the Middle Market, Mid-Corporate, Asset Based Lending, and Healthcare/Not-for-Profit business units.

He also held senior leadership roles at Citizens Bank, Webster Bank and Bank of America.

Lindenmuth is Senior Executive Vice President, Chief Risk Officer of the Bank, a position he was promoted to in October 2018.

Lindenmuth joined Berkshire in 2016 from the FDIC where he was employed for 24 years and held multiple positions including Senior Risk Examiner for the Division of Risk Management Supervision and Acting Regional Manager for the Division of Insurance and Research.

With the FDIC, Mr.

Lindenmuth was also a Capital Markets, Mortgage Banking, and Fraud Specialist.

Andrew Plumridge.

Plumridge joined the Company in July 2023 as Executive Vice President, Chief Internal Audit Officer.

He reports to the Audit Committee of the Board and administratively to the CEO.

Plumridge previously served as Senior Vice President and General Auditor of Boston Private Financial Holdings, Inc.

Prior to joining Boston Private, Plumridge held senior audit and consulting positions with State Street Corporation and PwC.

Gordon Prescott, Age 62.

Prescott is Senior Executive Vice President, General Counsel and Corporate Secretary, a position he was promoted to in October 2018.

Prescott joined Berkshire in 2008 as VP, General Counsel and Corporate Secretary.

Prescott has 30 plus years of experience in the legal profession, including extensive experience as in-house corporate counsel, most recently with KB Toys Inc.

prior to joining the Bank.

Sumant Pustake.

Pustake was promoted to Executive Vice President in February 2023 and has served as Chief Transformation and Strategy Officer since June 2021.

Pustake previously oversaw Berkshire's corporate development efforts, where he served as the development leader and helped define and realize Berkshire’s vision and growth strategy.

Prior to joining Berkshire Bank, he served as Vice President, Head of Corporate Credit for Commerce Bank and Trust at the time of its acquisition by Berkshire in 2017.

Ellen Steinfeld, Age 62.

Steinfeld is Senior Executive Vice President and Head of Consumer Lending & Payments.

She is responsible for Mortgage Banking sales and operations, Home Equity, Consumer Lending and Payments.

Prior to joining Berkshire in September 2021, she was President of Innovative Lending Strategic Solutions LLC.

Before her consulting role, she was Managing Director and US Consumer Lending Executive for TIAA-CREF, where she managed Mortgage Lending, Small Business Lending, Consumer Lending.

She has also held management positions at Hudson City Savings, Citizens Bank, RBC Wealth Management, and E*TRADE Financial.

Steinfeld’s stock ownership reports to the SEC are filed under her legal name of Ellen Tulchiner).

White, Age 48.

White is Senior Executive Vice President and was named Chief Information Officer of Berkshire Bank in November 2020.

He previously served as Senior Vice President, Chief Technology Officer since May 2019 when he joined the Bank following the acquisition of Savings Institute Bank & Trust, where he served as Chief Information Officer and Information Security Officer.

Reference is made to the cover page of this report and to the section captioned “Additional Information - Other Information Relating to Directors and Executive Officers - Delinquent Section 16(a) Reports” in the Proxy Statement for information regarding compliance with Section 16(a) of the Exchange Act.

For information concerning the audit committee and the audit committee financial expert, reference is made to the section captioned “Proposal 1 - Election of Directors for a One-Year Term", "Proposal 1 - Election of Directors for One Year Term - Corporate Governance - Committees of the Board of Directors”, and “Proposal 1 - Election of Directors for a One Year Term - Board Committees and Responsibilities" in the Proxy Statement.

For information concerning the Company’s code of ethics, the information contained under the section captioned “Proposal 1 - Election of Directors for a One Year Term - Corporate Governance - Code of Business Conduct and Anonymous Reporting Line Policy” in the Proxy Statement is incorporated herein by reference.

A copy of the Company’s code of ethics is available to stockholders on the Company’s website at:

berkshirebank.com under the Investor Relations tab.

The information required by this item will be provided within 120 days of December 31, 2024.

EXECUTIVE COMPENSATION

For information regarding executive compensation, the sections captioned “Proposal 1 - Election of Directors for a One-Year Term”, “Proposal 1 - Election of Directors of a One Year Term - Corporate Governance - Committees of the Board of Directors”, and “Proposal 1 - Election of Directors for a One Year Term - Board Committees and Responsibilities” in the Proxy Statement are incorporated herein by reference.

For information regarding the Compensation Committee Report, the section captioned “Compensation Discussion and Analysis” in the Proxy Statement is incorporated herein by reference.

The information required by this item will be provided within 120 days of December 31, 2024.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

(a) Security Ownership of Certain Beneficial Owners

Information required by this item is incorporated herein by reference to the section captioned “Additional Information - Stock Ownership” in the Proxy Statement.

(b) Security Ownership of Management

Information required by this item is incorporated herein by reference to the section captioned “Additional Information - Stock Ownership” in the Proxy Statement.

Management of Berkshire knows of no arrangements, including any pledge by any person of securities of Berkshire, the operation of which may at a subsequent date result in a change in control of the registrant.

(d) Equity Compensation Plan Information

The following table sets forth information, as of December 31, 2023, about Company common stock that may be issued upon exercise of options under stock-based benefit plans maintained by the Company, as well as the number of securities available for issuance under equity compensation plans:

Plan category Number of securities

to be issued upon

outstanding options, warrants and rights Weighted-average

exercise price of

outstanding options, warrants and rights Number of securities

remaining available for

future issuance under

equity compensation plans

(excluding securities reflected in the first column)

Equity compensation plans approved by security holders

49,200 $ 26.46 1,158,196

Equity compensation plans not approved by security holders

Total 49,200 $ 26.46 1,158,196

The information required by this item will be provided within 120 days of December 31, 2024.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated herein by reference to the sections captioned “Additional Information - Other Information Relating to Directors and Executive Officers - Transactions with Related Persons" and “Additional Information - Other Information Relating to Directors and Executive Officers - Procedures Governing Related Persons Transactions” in the Proxy Statement.

Information regarding director independence is incorporated herein by reference to the section “Proposal 1 - Election of Directors for a One Year Term” in the Proxy Statement.

The information required by this item will be provided within 120 days of December 31, 2024.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item is incorporated herein by reference to the section captioned “Proposal 3 — Ratification of the Appointment of the Independent Registered Public Accounting Firm” in the Proxy Statement.

Our independent registered public accounting firm is Crowe LLP, Boston, MA, Auditor Firm ID is 173.

The information required by this item will be provided within 120 days of December 31, 2024.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

10 unchanged sentences

All financial statement schedules are omitted because the required information is either included or is not applicable.

2.1 Agreement and Plan of Merger, dated as of December 16, 2024, by and among Berkshire Hills Bancorp, Inc, Commerce Acquisition Sub, Inc., and Brookline Bancorp, Inc.

3.1 Amended Certificate of Incorporation of Berkshire Hills Bancorp, Inc.

10 unchanged sentences

10.4 Supplemental Executive Retirement Agreement between Berkshire Bank and Sean A.

10.5 Three Year Executive Change in Control Agreement by and among Berkshire Hills Bancorp, Inc.

Berkshire Bank and George F.

Bacigalupo (11)

10.6 Berkshire Bank Enhanced Change in Control Severance Plan Gregory D.

Lindenmuth and Brett Brbovic (12)

10.5 Employment Agreement, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., Berkshire Bank, Brookline Bank and Sean A.

10.6 Berkshire Bank Enhanced Change in Control Severance Plan (Brett J .

Brbovic, James C.

Brown, Gregory D.

Lindenmuth)(12 )*

10.7 Form of Split Dollar Agreement entered into with Sean A.

5 unchanged sentences

2022 Equity Incentive Plan (17 )*

10.12 Form of Securities Purchase Agreement, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., and the other parties identified therein .

10.13 Form of Registration Rights Agreement, dated December 16, 2024, by and among Berkshire Hills Bancorp, Inc., and the other parties identified therein .

19.0 Berkshire Hills Bancorp, Inc.

Policy Regarding Insider Trading

21.0 Subsidiary Information

5 unchanged sentences

97 Berkshire Hills Bancorp, Inc.

Clawback Policy

Clawback Polic y (18)

101 Interactive data files pursuant to Rule 405 of Regulation S-T:

(i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income/(Loss), (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements tagged as blocks of text and in detail

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income/(Loss), (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements tagged as blocks of text and in detail

(1) Incorporated herein by reference from the Form 8-K as filed on December 16, 2024.

Incorporated herein by reference from the Exhibits to Form 10-Q as filed on August 9, 2018

1 unchanged sentence

Incorporated herein by reference from the Exhibits to Form S-1, Registration Statement and amendments thereto, initially filed on March 10, 2000, Registration No.

(4) Incorporated herein by reference from the Exhibits to the Form 8-K as filed on October 16, 2017.

Incorporated herein by reference from the Exhibits to the Form 8-K as filed on September 26, 2012.

Incorporated herein by reference from Exhibit 4.3 to the Form 10-K as filed on February 28, 2020.

(7) Incorporated herein by reference from the Exhibit to the Form 8-K as filed on January 26, 2021.

Incorporated herein by reference from the Exhibit to the Form 8-K as filed on March 22, 2024.

Incorporated herein by reference from the Exhibit to the Form 8-K as filed on April 2, 2021.

8 unchanged sentences

Incorporated herein by reference from the Appendix to the Proxy Statement as filed on April 8, 2022.

Incorporated herein by reference from the Exhibits to the Form 10-K as filed on February 28, 2024.

* Denotes a management contract or compensatory plan or arrangement.

FORM 10-K SUMMARY

1 unchanged sentence

Berkshire Hills Bancorp, Inc.

February 28, 2024

March 3, 2025 By:

President & Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Mhatre Director, President, & Chief Executive Officer February 28, 2024

Mhatre Director, President, & Chief Executive Officer March 3, 2025

Mhatre (principal executive officer)

David Rosato Senior Executive Vice President, Chief Financial Officer February 28, 2024

David Rosato (principal financial officer)

Brunelle Chairperson February 28, 2024

/s/ Baye Adofo-Wilson Director February 28, 2024

Baye Adofo-Wilson

Brbovic Executive Vice President, Chief Financial Officer

March 3, 2025

Brbovic (principal financial officer)

Brunelle Chairperson March 3, 2025

/s/ Mary Anne Callahan

Director February 28, 2024

Director March 3, 2025

Mary Anne Callahan

Charnley Director February 28, 2024

Desai Director February 28, 2024

Charnley Director March 3, 2025

Desai Director March 3, 2025

/s/ William H.

Hughes, III Director February 28, 2024

Hughes, III Director March 3, 2025

/s/ Jeffrey W.

Kip Director February 28, 2024

/s/ Sylvia Maxfield Director February 28, 2024

Kip Director March 3, 2025

/s/ Sylvia Maxfield Director March 3, 2025

Sylvia Maxfield

/s/ Laurie Norton Moffatt Director February 28, 2024

/s/ Laurie Norton Moffatt Director March 3, 2025

Laurie Norton Moffatt

/s/ Karyn Polito Director February 28, 2024

Director February 28, 2024

/s/ Michael A.

Zaitzeff Director February 28, 2024

/s/ Karyn Polito Director March 3, 2025

Director March 3, 2025

CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

9 unchanged sentences

This report expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

Mhatre /s/ R.

President & Chief Executive Officer Senior Executive Vice President & Chief Financial Officer

February 28, 2024 February 28, 2024

Mhatre /s/ Brett J.

Mhatre Brett J.

President & Chief Executive Officer Executive Vice President & Chief Financial Officer

March 3, 2025 March 3, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Berkshire Hills Bancorp, Inc.

(the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income/(loss), changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

(the "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income/loss, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework:

47 unchanged sentences

We have served as the Company's auditor since 2017.

New York, New York

February 28, 2024

Boston, Massachusetts

March 3, 2025

BERKSHIRE HILLS BANCORP, INC.

4 unchanged sentences

Total cash and cash equivalents 1,128,409 1,203,244

Trading security 6,142 6,708

Marketable equity securities, at fair value 13,029 12,856

Trading security, at fair value 5,258 6,142

Equity securities, at fair value 655 13,029

Securities available for sale, at fair value 655,723 1,022,285

3 unchanged sentences

Total securities 1,188,859 1,607,496

Allowance for credit losses on investment ( 68 ) ( 91 )

Allowance for credit losses on securities held to maturity ( 64 ) ( 68 )

Net Securities 1,188,795 1,607,428

53 unchanged sentences

Gain on SBA loan sales 12,648 10,334 12,494

Insurance commissions and fees — — 7,003

Wealth management fees 10,840 10,197 10,008

2 unchanged sentences

Fair value adjustments on securities 7 513 ( 2,037 )

(Loss)/gain on sale of AFS securities ( 25,057 ) 6 —

(Loss)/gain on sale of securities ( 49,937 ) ( 25,057 ) 6

Gain on sale of business operations and assets, net 16,241 — —

1 unchanged sentence

Total net revenue 400,000 411,829 413,534

Provision expense/(benefit) for credit losses 31,999 11,000 ( 500 )

Provision expense for credit losses 23,999 31,999 11,000

Non-interest expense

1 unchanged sentence

Occupancy and equipment 31,469 35,718 37,638

Technology and communications 41,878 35,586 33,803

Marketing and promotion 5,377 5,103 2,749

Technology 40,395 41,878 35,586

Professional services 10,307 11,643 12,043

FDIC premiums and assessments 7,019 3,105 3,759

Other real estate owned and foreclosures 15 36 17

Regulatory expenses 7,395 7,019 3,105

Amortization of intangible assets 4,601 4,820 5,134

Merger, restructuring and conversion related expenses 6,261 8,909 5,781

Marketing 4,522 5,377 5,103

Merger, restructuring and other non-operating expenses 9,493 6,261 8,909

Other 27,851 29,511 28,457

9 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contenets

Table of Cont e n ts

BERKSHIRE HILLS BANCORP, INC.

25 unchanged sentences

Other net comprehensive (loss) — — — — — ( 177,809 ) — ( 177,809 )

Total comprehensive income — — — — ( 118,664 ) ( 34,114 ) — 84,550

Total comprehensive (loss) — — — — 92,533 ( 177,809 ) — ( 85,276 )

Cash dividends declared on common shares ($ 0.54 per share)

9 unchanged sentences

Net income — — — — 69,598 — — 69,598

Other net comprehensive (loss) — — — — — ( 177,809 ) — ( 177,809 )

Total comprehensive (loss) — — — — 92,533 ( 177,809 ) — ( 85,276 )

Other net comprehensive income — — — — — 38,036 — 38,036

Total comprehensive income — — — — 69,598 38,036 — 107,634

Impact of ASU No.

2022-02 Adoption — — — — 401 — — 401

Cash dividends declared on common shares ($ 0.72 per share)

11 unchanged sentences

Total comprehensive income — — — — 61,003 36,673 — 97,676

Impact of ASU No.

2022-02 Adoption — — — — 401 — — 401

Stock Issuance 3,448 34 9,276 — — — 90,690 100,000

Cash dividends declared common shares ($ 0.72 per share)

15 unchanged sentences

Adjustments to reconcile net income to net cash provided by operating activities:

Provision expense/(benefit) for credit losses 31,999 11,000 ( 500 )

Provision expense for credit losses 23,999 31,999 11,000

Net amortization of securities ( 62 ) 1,451 2,886

5 unchanged sentences

Income from cash surrender value of bank-owned life insurance policies ( 6,152 ) ( 5,392 ) ( 5,540 )

Securities losses/(gains), net 24,544 2,031 787

Securities losses, net 49,930 24,544 2,031

(Gain) on SBA loan sales ( 12,648 ) ( 10,334 ) ( 12,494 )

Net change in loans held-for-sale 805 2,074 5,168

Loss on disposition of assets — — 2,811

Loss on sale of real estate — — 6

Amortization of interest in tax-advantaged projects ( 2,508 ) 8,018 3,508

Gain on sale of business operations and other assets ( 16,241 ) — —

Prepayment penalties on repayment of Federal Home Loan Bank advances — — 862

Net change in other 2,922 14,387 ( 12,076 )

2 unchanged sentences

Net decrease in trading security 905 860 818

Proceeds from sales of marketable equity securities — — 2,880

Proceeds from sales of equity securities 12,863 — —

Purchases of securities available for sale ( 86,546 ) ( 44,586 ) ( 478,940 )

4 unchanged sentences

Net change in loans ( 493,724 ) ( 716,591 ) ( 1,546,518 )

Net change in Mid-Atlantic region loans held for sale — — 50,914

Net change in New York branch loans held for sale 1,146 — —

Proceeds from surrender of bank-owned life insurance 2,672 2,002 2,311

3 unchanged sentences

Purchase of premises and equipment, net ( 4,568 ) ( 1,820 ) ( 1,495 )

Proceeds from sales of seasoned commercial loan portfolios — 24,323 16,417

Proceeds from sales of other real estate owned — — 187

Proceeds from sales of seasoned loan portfolios 89,233 — 24,323

Cash outflows from sale of business operations and other assets ( 314,712 ) — —

Net cash (used)/provided by investing activities $ ( 284,461 ) $ ( 1,260,886 ) $ 621,243

Net cash (used) by investing activities $ ( 317,250 ) $ ( 284,461 ) $ ( 1,260,886 )

BERKSHIRE HILLS BANCORP, INC.

4 unchanged sentences

Net increase in deposits $ 160,143 $ 306,115 $ 258,316

Net change in Mid-Atlantic region deposits held for sale — — 20,953

Net change in NY branch deposits held for sale ( 34,896 ) — —

Proceeds from Federal Home Loan Bank advances and other borrowings 1,208,500 10,450,979 51,275

Repayments of Federal Home Loan Bank advances and other borrowings ( 1,277,241 ) ( 10,070,200 ) ( 60,196 )

Issuance of common stock 100,000 — —

Proceeds from issuance of subordinated debt — — 98,032

4 unchanged sentences

Settlement of derivative contracts with financial institution counterparties 9,060 13,851 84,044

Net cash provided/(used) by financing activities $ 645,194 $ 207,695 $ ( 636,099 )

Net cash provided by financing activities

$ 117,209 $ 645,194 $ 207,695

Net change in cash and cash equivalents ( 74,835 ) 517,889 ( 942,452 )

4 unchanged sentences

Interest paid on borrowed funds 34,798 46,584 9,043

Income taxes paid, net

Income taxes (refunded)/paid, net

( 1,425 ) 12,307 28,439

2 unchanged sentences

$ 36,673 $ 38,036 $ ( 177,809 )

Impact to retained earnings from adoption of ASU 2022-02 401 — —

Premises and equipment reclassified to held-for-sale 8,714 1,380 4,577

Mid-Atlantic loans held-for-sale reclassified to portfolio loans, net — — 29,418

Mid-Atlantic deposits held-for-sale reclassified to deposits, net — — 7,197

Seasoned loan portfolios reclassified to held-for-sale, net 91,754 — 3,369

Held-for-sale loans reclassified to held-for-investment, net 878 — 606

Reclassification of New York branch loans from portfolio loans to assets held-for-sale, net 58,455 — —

Reclassification of New York branch assets to assets held-for-sale 13,936 — —

Reclassification of New York branch deposits to liabilities held-for-sale, net

Reclassification of New York branch liabilities to liabilities held-for-sale 12,929 — —

Reclassification of New York branch loans held-for-sale to held-for investment, net 7,183 — —

Reclassification of liabilities held-for-sale to deposits, net 66,207 — —

Premises and equipment reclassified to held-for-sale — 8,714 1,380

Impact to retained earnings from adoption of ASU 2022-02 — 401 —

Premium payable on cash flow hedges — — 2,296

83 unchanged sentences

The level of the ACLL represents management’s estimate of expected credit losses over the expected life of the loans at the balance sheet date.

The Company uses a static pool migration analysis method, applying expected historical loss trend and observed economic metrics.

The level of the ACLL is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past and current events, utilizing a 7 quarter reasonable and supportable forecast period with a 1 year reversion period.

The estimate of expected credit losses is based on relevant information about current conditions, past events, and reasonable and supportable forward-looking forecasts regarding collectability of the reported amounts.

In order to estimate the expected credit losses for loans evaluated on a pooled basis, the Company utilizes a static pool migration methodology which calculates a historical loss rate for each of the identified loan segments.

The historical loss rates are then adjusted for current and asset specific characteristics (also referred to as qualitative adjustments) and for expected changes to current conditions over the reasonable and supportable forecast period (also referred to as forecast).The level of the ACLL is based on management’s ongoing review of all relevant information, from internal and external sources, relating to past and current events, utilizing a 7 quarter reasonable and supportable forecast period with a 1 year reversion period.

The ACLL reserve is overlaid with qualitative factors based upon:

3 unchanged sentences

• the effect of other external factors such as regulatory, competition, regional market conditions, legal and technological environment and other events such as natural disasters;

• the effect of other economic factors such as economic stimulus and customer forbearance programs.

The allowance for unfunded commitments is maintained at a level by the Company to be sufficient to absorb expected lifetime losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit).) The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (other liability on the Consolidated Balance Sheets), with adjustments to the reserve recognized in other noninterest expense in the Consolidated Statements of Operations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The ACLL is measured on a collective (pool) basis when similar risk characteristics exist.

1 unchanged sentence

Risk characteristics relevant to each portfolio segment are as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Construction – Loans in this segment primarily include real estate development loans for which payment is derived from sale of the property or long term financing at completion.

1 unchanged sentence

Commercial real estate multifamily, owner occupied and non-owner – Loans in this segment are primarily owner-occupied or income-producing properties throughout New England and Northeastern New York.

The underlying cash flows generated by the properties may be more adversely affected by conditions in the real estate markets or in the general economy, which in turn, will have an effect on the credit quality in this segment.

The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy, which in turn, will have an effect on the credit quality in this segment.

Management monitors the cash flows of these loans.

12 unchanged sentences

Bank-owned life insurance policies are reflected on the Consolidated Balance Sheets at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value.

Changes in the net cash surrender value of the policies, as well as insurance proceeds received, are reflected in non-interest income on the Consolidated Statements of Operations and are not subject to income taxes.

Changes in the net cash surrender value of the policies, as well as insurance proceeds received, are reflected in non-interest income on the Consolidated Statements of Income and are not subject to income taxes.

Foreclosed and Repossessed Assets

8 unchanged sentences

Because of changing market conditions, there are inherent uncertainties in the assumptions with respect to the estimated fair value of other real estate owned and repossessed collateral.

Because of these inherent uncertainties, the amount ultimately realized on other real estate owned and repossessed collateral may differ from the amounts reflected in the financial statements.

Capitalized Servicing Rights

Because of these inherent uncertainties, the amount ultimately

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

realized on other real estate owned and repossessed collateral may differ from the amounts reflected in the financial statements.

Capitalized Servicing Rights

Capitalized servicing rights are included in “other assets” in the Consolidated Balance Sheets.

25 unchanged sentences

In the ordinary course of business there is inherent uncertainty in quantifying the Company’s income tax

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income tax positions and recorded tax benefits are based upon management’s evaluation of the facts, circumstances, and information available at the reporting date.

For those tax positions where it is more likely than not that a tax benefit will be sustained, we have determined the amount of the tax benefit to be recognized by estimating the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.

For those income tax positions

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

where it is more-likely-than-not that a tax benefit will not be sustained, no tax benefit has been recognized in the financial statements.

For those income tax positions where it is more-likely-than-not that a tax benefit will not be sustained, no tax benefit has been recognized in the financial statements.

Where applicable, associated interest and penalties have also been recognized.

We recognize accrued interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Insurance Commissions

Commission revenue is recognized as of the effective date of the insurance policy or the date the customer is billed, whichever is later, net of return commissions related to policy cancellations.

Policy cancellation is a variable consideration that is not deemed significant and thus, does not impact the amount of revenue recognized.

In addition, the Company may receive additional performance commissions based on achieving certain sales and loss experience measures.

Such commissions are recognized when determinable, which is generally when such commissions are received or when the Company receives data from the insurance companies that allows the reasonable estimation of these amounts.

On September 1, 2021, the Company completed the sale of substantially all of the assets, and the assumption of certain liabilities, of Berkshire Insurance Group, Inc.

(“BIG”) to Brown & Brown of Massachusetts, LLC ("Buyer"), a Massachusetts limited liability company.

This sale was made pursuant to the Asset Purchase Agreement dated August 24, 2021.

The Buyer paid BIG an aggregate purchase price of $ 41.5 million, minus $ 1.6 million for executive goodwill purchase price payments paid by the Buyer at the Closing to certain executives of BIG.

The Company recorded a $ 37.2 million pre-tax gain related to this sale in 2021, which is included in gain on sale of business operations and assets on the Consolidated Statements of Income.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock-Based Compensation

21 unchanged sentences

The forward commitments generally terminate once the loan is sold, the commitment period expires or the borrower decides not to contract for the loan.

These commitments are considered derivatives which are accounted for by recognizing their estimated fair value on the Consolidated Balance Sheets as either a freestanding asset or liability.

These commitments are considered derivatives which are accounted for by recognizing their estimated fair value on the Consolidated

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheets as either a freestanding asset or liability.

See Note 14 - Derivative Instruments and Hedging Activities to the financial statements for more information on commitments to lend and forward commitments.

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These financial instruments are recorded in the financial statements when they are funded or related fees are incurred or received.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Hierarchy

33 unchanged sentences

Operating Segments

The Company operates as one consolidated reportable segment.

The chief operating decision-maker evaluates consolidated results and makes decisions for resource allocation on this same data.

Management periodically reviews and redefines its segment reporting as internal reporting practices evolve and components of the business change.

The financial statements reflect the financial results of the Company's one reportable operating segment.

The Company's reportable segment is determined by the Chief Executive Officer, who is designated the chief operating decision maker ("CODM"), based upon information provided about the Company's products and services offered, primarily banking operations.

Consolidated net income of the company is the primary performance metric utilized by the CODM.

The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business, which are then aggregated if operating performance, products/services, and customers are similar.

The CODM will evaluate the financial performance of the Company's business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's segment and in the determination of allocating resources.

The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets.

The CODM uses consolidated net income to benchmark the Company against its competitors.

The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation.

Loans, investments, and deposits provide the revenues in the banking operation.

Interest expense, provisions for credit losses, and payroll provide the significant expenses in the banking operation.

No other expenses meet the threshold of significant.

While the Company has assigned certain management responsibilities by business lines, the Company’s CODM monitors and evaluates financial performance on a Company-wide basis.

The majority of the Company’s revenue is from the business of banking.

Accordingly, all of the Company’s operations are considered by management to be aggregated in one reportable operating segment.

All operations are domestic.

Recently Adopted Accounting Principles

Effective January 1, 2023, the Company adopted ASU No.

2022-02, “Financial Instruments – Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures.” The adoption did not have a material impact on the Company’s Consolidated Financial Statements.

The ASU eliminates the troubled debt restructuring (“TDR”) accounting model that was adopted with Topic 326, “Financial Instruments – Credit Losses” and enhances disclosure requirements for certain loan refinancings and restructurings when a borrower is experiencing financial difficulty.

The ASU requires prospective disclosure of current-period gross write-offs by year of origination.

Refer to Note 5 – Loans and Related Allowance for Credit Losses for the new financial statement disclosures applicable under this update.

Future Application of Accounting Pronouncements

In March 2023, the FASB issued ASU No.

Effective January 1, 2024, the Company adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No.

2023-02, "Investments-Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force).” The guidance is intended to improve the accounting and disclosures for investments in tax credit structures.

The ASU allows entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits.

Previously, this method was only available for qualifying investments in low-income housing tax credit structures.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

Early adoption is permitted.

The Company is still evaluating;

however, the adoption removes amortization expense from non-interest income and moves to tax expense resulting in an increase to the effective tax rate.

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force)" (ASU 2023-02).

ASU 2023-02 expanded the permitted use of the proportional amortization method (PAM), which was previously only available to low-income housing tax credit investments, to other tax equity investments if certain conditions are met.

Under PAM, the initial cost of an investment is amortized in proportion to the income tax benefits received and both the amortization of the investment and the income tax benefits received are recognized as a component of income tax expense.

Under this ASU, an entity has the option to apply PAM to applicable investments on a tax-credit-program-by-tax-credit-program basis.

The Company has elected PAM for its public welfare investments which consist of Affordable Housing and New Market tax credit investments.

In addition, the amendments in this ASU require that all tax equity investments accounted for using PAM use the delayed equity contribution guidance in paragraph ASC 323-740-25-3, requiring a liability be recognized for delayed equity contributions that are unconditional and legally binding or for equity contributions that are contingent upon a future event when that contingent event becomes probable.

The amendments in this ASU also require additional disclosures in interim and annual periods concerning investments for which PAM is applied, including (i) the nature of tax equity investments, and (ii) the effect of tax equity investments and related income tax credits and other income tax benefits on the financial position and results of operations.

The provisions of this ASU became effective for the Company for interim and annual periods beginning January 1, 2024.

Refer to Note 24 – Tax Equity Investments for additional information.

The adoption of this ASU did not have a material impact on the Company's Consolidated Financial Statements.

Future Application of Accounting Pronouncements

In December 2023, the FASB issued ASU No.

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The security had an amortized cost of $ 5.3 million and $ 6.2 million and a fair value of $ 5.3 million and $ 6.1 million at year-end 2024 and 2023, respectively.

Unrealized gains/(losses) recorded through income on this security totaled $ 0.3 million, ($ 0.8 ) million, and ($ 0.6 ) million for 2023, 2022, and 2021, respectively.

Unrealized gains/(losses) recorded through income on this security totaled $ 21 thousand, $ 294 thousand, and ($ 830 ) thousand for 2024, 2023, and 2022, respectively.

As discussed further in Note 14 - Derivative Instruments and Hedging Activities, the Company has entered into a swap contract to swap-out the fixed rate of the security in exchange for a variable rate.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of securities available for sale (“AFS”) , held to maturity (“HTM”), and marketable equity securities:

The following is a summary of securities available for sale (“AFS”) , held to maturity (“HTM”), and equity securities:

(In thousands) Amortized

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Corporate bonds 38,689 30 ( 2,362 ) 36,357 —

Other bonds and obligations 655 67 ( 66 ) 656 —

Total securities available for sale 797,851 193 ( 142,321 ) 655,723 —

7 unchanged sentences

Total securities held to maturity 507,658 129 ( 74,405 ) 433,382 64

Marketable equity securities 15,035 — ( 2,006 ) 13,029 —

Equity securities 655 67 ( 67 ) 655 —

Total $ 1,306,164 $ 389 $ ( 216,793 ) $ 1,089,760 $ 64

18 unchanged sentences

Total securities held to maturity 543,351 704 ( 67,827 ) 476,228 68

Marketable equity securities 15,035 — ( 2,179 ) 12,856 —

Equity securities 15,035 — ( 2,006 ) 13,029 —

Total $ 1,769,598 $ 1,302 $ ( 259,358 ) $ 1,511,542 $ 68

1 unchanged sentence

At year-end 2024 and 2023, accumulated net unrealized (losses) on AFS securities included in accumulated other comprehensive income/(loss) were losses of $ 142.1 million and $ 188.9 million, respectively.

At year-end 2023, there was no accumulated net unrealized gain on securities reclassified from AFS to HTM included in accumulated other comprehensive income/(loss).

At year-end 2022, accumulated net unrealized gains on the securities reclassified from AFS to HTM included in accumulated other comprehensive income/(loss) was $ 1.1 million.

The year-end 2024 and 2023 related income tax benefit of $ 37.7 million and $ 49.4 million, respectively, was also included in accumulated other comprehensive (loss).

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Provision expense/(benefit) for credit losses

( 4 ) ( 10 ) ( 14 )

Balance at December 31, 2022 $ 66 $ 25 $ 91

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Total $ 295,757 $ 227,743 $ 299,520 $ 260,612

Proceeds from the sale of AFS securities totaled $ 267 million in 2023.

Proceeds from the sale of AFS securities totaled $ 150 million in 2022.

During 2021, there were no sales of AFS securities.

Proceeds from the sale of AFS securities totaled $ 362 million, $ 267 million, and $ 150 million in 2024, 2023, and 2022, respectively.

The (loss)/gain for the sale of AFS securities were reclassified out of accumulated other comprehensive (loss) and into earnings.

The components of net recognized gains and losses on the sale of AFS securities and the fair value change of marketable equities are as follows:

The components of net recognized gains and losses on the sale of AFS securities and the fair value change of equities are as follows:

(In thousands) 2024 2023 2022

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Corporate bonds — — 2,362 32,538 2,362 32,538

Other bonds and obligations — — 66 295 66 295

Total securities available for sale $ 1,289 $ 79,959 $ 141,032 $ 541,025 $ 142,321 $ 620,984

63 unchanged sentences

All securities are performing.

AFS other bonds and obligations

At year-end 2023, 2 out of 3 securities in the Company’s portfolio of other bonds and obligations were in unrealized loss positions.

Aggregate unrealized losses represented 18.3 % of the amortized cost of securities in unrealized loss positions.

The securities are all investment grade rated, and there were no material underlying credit downgrades during 2023.

All securities are performing.

HTM municipal bonds and obligations

20 unchanged sentences

At year-end 2024, 2 out of 2 securities in the Company’s portfolio of tax-advantaged economic development

bonds was in an unrealized loss position.

bonds were in unrealized loss positions.

Aggregate unrealized losses represented 3.7 % of the amortized cost of

53 unchanged sentences

Allowance for Credit Losses on Loans

The Allowance for Credit Losses on Loans (“ACLL”) is comprised of the allowance for credit losses on loans, and the allowance for unfunded commitments is accounted for as a separate liability in other liabilities on the Consolidated Balance Sheets.

The Allowance for Credit Losses for Loans (“ACLL”) is comprised of the allowance for credit losses, and the allowance for unfunded commitments is accounted for as a separate liability in other liabilities on the balance sheet.

The level of the ACLL represents management’s estimate of expected credit losses over the expected life of the loans at the balance sheet date.

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• the effect of other external factors such as regulatory, competition, regional market conditions, legal and technological environment and other events such as natural disasters.

• the effect of other economic factors such as economic stimulus and customer forbearance programs (when applicable).

1 unchanged sentence

The Company’s activity in the allowance for credit losses on loans for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 was as follows:

(In thousands) Balance at Beginning of Period Adoption of

2022-02 Charge-offs Recoveries Provision for Credit Losses Balance at End of Period

(In thousands) Balance at Beginning of Period Charge-offs Recoveries Provision for Credit Losses Balance at End of Period

Year ended December 31, 2024

8 unchanged sentences

Total allowance for credit losses $ 105,357 $ ( 20,525 ) $ 5,865 $ 24,003 $ 114,700

(In thousands) Balance at Beginning of Period Charge-offs Recoveries Provision for Credit Losses Balance at End of Period

(In thousands) Balance at Beginning of Period Adoption of

2022-02 Charge-offs Recoveries Provision for Credit Losses Balance at End of Period

Year ended December 31, 2023

19 unchanged sentences

Total allowance for credit losses $ 106,094 $ ( 28,058 ) $ 7,220 $ 11,014 $ 96,270

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (other liability on the Consolidated Balance Sheets), with adjustments to the reserve recognized in other noninterest expense in the Consolidated Statements of Income.

The Company’s activity in the allowance for credit losses on unfunded commitments for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 was as follows:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) Total

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Balance at December 31, 2022 $ 8,588

Release of expense for credit losses 1,545

Expense for credit losses 668

Balance at December 31, 2023 $ 9,256

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Loans that are classified as Special Mention loans are considered to have potential weaknesses and are evaluated closely by management.

Substandard, including nonaccruing loans, are loans for which a definitive weakness has been identified and which may make full collection of contractual cash flows questionable.

Substandard, including non-accruing loans, are loans for which a definitive weakness has been identified and which may make full collection of contractual cash flows questionable.

Doubtful loans are those with identified weaknesses that make full collection of contractual cash flows, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

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As of December 31, 2023

Current period gross write-offs $ — $ — $ — $ — $ — $ 1 $ — $ — $ 1

Pass $ 104,507 $ 346,419 $ 138,802 $ 29,176 $ 2,545 $ 1,098 $ — $ — $ 622,547

3 unchanged sentences

Commercial multifamily:

Current period gross write-offs $ — $ — $ — $ — $ — $ — $ — $ — $ —

Pass $ 16,020 $ 216,477 $ 56,817 $ 26,566 $ 94,733 $ 179,923 $ 377 $ — $ 590,913

3 unchanged sentences

Commercial real estate owner occupied:

Current period gross write-offs $ — $ — $ — $ 380 $ — $ 109 $ — $ — $ 489

Pass $ 97,271 $ 120,327 $ 122,151 $ 37,914 $ 70,393 $ 165,224 $ 2,653 $ — $ 615,933

3 unchanged sentences

Commercial real estate non-owner occupied:

Current period gross write-offs $ — $ — $ — $ — $ — $ 65 $ — $ — $ 65

Pass $ 404,687 $ 591,897 $ 385,247 $ 135,134 $ 277,870 $ 736,566 $ 4,553 $ — $ 2,535,954

3 unchanged sentences

Commercial and industrial:

Current period gross write-offs $ — $ 1,154 $ 863 $ 2,763 $ 1,496 $ 9,283 $ 2,313 $ — $ 17,872

Pass $ 142,946 $ 203,126 $ 118,191 $ 69,722 $ 39,437 $ 112,770 $ 554,153 $ — $ 1,240,345

1 unchanged sentence

Substandard 432 761 11,702 1,135 3,785 12,538 22,313 — 52,666

Doubtful — — — — — 56 7,609 — 7,665

Total $ 143,904 $ 227,036 $ 133,628 $ 72,478 $ 43,832 $ 126,661 $ 611,710 $ — $ 1,359,249

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Residential real estate

Current period gross write-offs $ — $ 50 $ — $ 50 $ 174 $ 39 $ — $ — $ 313

Pass $ 599,124 $ 973,031 $ 266,055 $ 88,302 $ 66,837 $ 755,372 $ 81 $ — $ 2,748,802

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As of December 31, 2023

Current period gross write-offs $ — $ — $ — $ 70 $ — $ — $ 18 $ — $ 88

Payment performance

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Consumer other:

Current period gross write-offs $ 109 $ 8,843 $ 1,149 $ 11 $ 78 $ 239 $ — $ — $ 10,429

Payment performance

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a term extension and principal forgiveness, an other-than-insignificant payment delay and/or an interest rate reduction.

The following table presents the amortized cost basis of loans at December 31, 2023 that were both experiencing financial difficulty and modified during the year ended December 31, 2023, by class and by type of modification.

The following table presents the amortized cost basis of loans at December 31, 2024 and December 31, 2023 that were both experiencing financial difficulty and modified during the year ended December 31, 2024 and December 31, 2023, by class and by type of modification.

The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:

12 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) Principal Forgiveness Payment Delay Term Extension Interest Rate Reduction Combination Term Extension and Principal Forgiveness Combination Term Extension and Interest Rate Reduction Total Class of Financing Receivable

Year ended December 31, 2023

Construction $ — $ — $ — $ — $ — $ — — %

Commercial multifamily — — — — — — —

Commercial real estate owner occupied — — 222 — — — 0.04

Commercial real estate non-owner occupied — — 11,454 — — 3,600 0.58

Commercial and industrial — 34 16,005 — — 9 1.18 %

Residential real estate — — — — — — —

Home equity — — — — — — —

Consumer other — — — — — — —

Total $ — $ 34 $ 27,681 $ — $ — $ 3,609 0.35 %

The Company has committed to lend additional amounts totaling $ 7.8 million to the borrowers included in the previous table.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

11 unchanged sentences

Total $ — $ — $ — $ —

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the year ended December 31, 2023:

(In thousands) 30 - 59 Days Past Due 60 - 89 Days Past Due Greater Than 89 Days Past Due Total Past Due

December 31, 2023

Construction $ — $ — $ — $ —

Commercial multifamily — — — —

Commercial real estate owner occupied — — — —

Commercial real estate non-owner occupied — — — —

Commercial and industrial 34 — — 34

Residential real estate — — — —

Home equity — — — —

Consumer other — — — —

Total $ 34 $ — $ — $ 34

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the years ended December 31, 2024 and 2023:

(In thousands) Principal Forgiveness Weighted Average Interest Rate Reduction Weighted Average Term Extension (months)

8 unchanged sentences

Consumer other — — 0

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) Principal Forgiveness Weighted Average Interest Rate Reduction Weighted Average Term Extension (months)

Years ended December 31, 2023

Construction $ — — % 0

Commercial multifamily — — 0

Commercial real estate owner occupied — — 120

Commercial real estate non-owner occupied — 0.05 16

Commercial and industrial — 1.25 23

Residential real estate — — 0

Home equity — — 0

Consumer other — — 0

The following table presents the amortized cost basis of loans that had a payment default during the year ended December 31, 2024 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.

(in thousands) Principal Forgiveness Payment Delay Term Extension Interest Rate Reduction

Year ended December 31, 2024

Construction $ — $ — $ — $ —

Commercial multifamily — — — —

Commercial real estate owner occupied — — — —

Commercial real estate non-owner occupied — — — —

Commercial and industrial — — 202 —

Residential real estate — — — —

Home equity — — — —

Consumer other — — — —

Total $ — $ — $ 202 $ —

There were no loans that had a payment default during the years ended December 31, 2023 that were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.

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2029 - $ 0.7 million;

and thereafter- $ 0.7 million.

and none thereafter.

For the years 2024, 2023, and 2022, no impairment charges were identified for the Company’s intangible assets.

8 unchanged sentences

Deferred tax asset 97,449 110,068

Tax credits investments 35,597 16,644

Other 29,468 23,274

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There was no outstanding balance on the FHLBB line of credit for the periods ended December 31, 2024 and December 31, 2023.

The Bank's available borrowing capacity with the FHLB was $ 2.5 billion and $ 1.5 billion for the periods ended December 31, 2023 and December 31, 2022, respectively.

The Bank's available borrowing capacity with the FHLBB was $ 2.5 billion for both the periods ended December 31, 2024 and December 31, 2023.

The Company was in compliance with all debt covenants as of December 31, 2024.

17 unchanged sentences

2027 25,147 3.65

2027 158 2.00

2029 and beyond 6,572 0.68

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Operating lease liabilities 55,986 53,026

Delayed equity contributions 18,743 —

Accrued interest payable 9,005 13,766

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Total recognized in net periodic pension cost recognized and other comprehensive income $ ( 664 ) $ ( 403 ) $ ( 321 )

The amounts in accumulated other comprehensive income/(loss) that have not yet been recognized as components of net periodic benefit cost are a net loss of $ 0.1 million, $ 0.5 million, and $ 0.7 million in 2023, 2022 and 2021, respectively.

The amounts in accumulated other comprehensive income/(loss) that have not yet been recognized as components of net periodic benefit cost are a net (gain)/loss of $( 0.4 ) million, $ 0.1 million, and $ 0.5 million in 2024, 2023 and 2022, respectively.

The Company did not make any cash contributions to the pension trust during 2024 and 2023.

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International 828 828 —

Fixed Income - US Core 1,167 — 1,167

Fixed Income Mutual Funds

Intermediate Duration 1,674 1,674 —

Equity Common/Collective Trusts:

Large-Cap 336 — 336

Cash Equivalents - money market 54 54 —

3 unchanged sentences

2029 - 2034 1,493

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Multi-Employer Pension Plan

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Accordingly, contributions made by a participating employer may be used to provide benefits to participants of other participating employers.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Postretirement Benefits

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Other Liabilities $ 3,082 $ 3,306

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Net periodic post-retirement cost is comprised of the following:

5 unchanged sentences

Net periodic post-retirement costs $ 216 $ 192 $ 247

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Changes in benefit obligations recognized in accumulated other comprehensive income are as follows:

37 unchanged sentences

Total current tax expense 18,137 13,093 24,746

13,093 24,746 24,920

Federal tax (benefit)/expense ( 2,658 ) ( 2,274 ) 5,125

State tax (benefit)/expense ( 1,711 ) ( 1,187 ) 112

Total deferred tax (benefit)/expense ( 4,369 ) ( 3,461 ) 5,237

Federal tax expense/(benefit) 1,135 ( 2,658 ) ( 2,274 )

State tax (benefit) ( 760 ) ( 1,711 ) ( 1,187 )

Total deferred tax expense/(benefit) 375 ( 4,369 ) ( 3,461 )

Change in valuation allowance — — —

Income tax expense $ 18,512 $ 8,724 $ 21,285

(1) The Company recorded an additional $ 500 thousand benefit in 2021 resulting from the carryback of its 2020 NOL to recover federal income taxes paid in 2015 through 2018 (at a 35% federal income tax rate for years 2015 through 2017).

Effective Tax Rate

7 unchanged sentences

Bank-owned life insurance ( 1,762 ) ( 2.2 ) ( 1,568 ) ( 2.0 ) ( 1,258 ) ( 1.1 )

Non-deductible merger costs 1,306 1.6 — — — —

Tax credits, net of basis reduction 325 0.2 ( 7,804 ) ( 10.0 ) ( 2,129 ) ( 1.9 )

Change in valuation allowance — — — — 200 0.1

Tax rate benefit on net operating loss carryback — — — — ( 493 ) ( 0.3 )

Other, net 654 0.8 689 0.9 ( 174 ) ( 0.1 )

37 unchanged sentences

Tax Attributes

At December 31, 2023, the Company has $ 491 thousand of federal net operating loss carryforwards, the utilization of which are limited under Internal Revenue Code Section 382.

These net operating losses begin to expire in 2029.

The related deferred tax asset is $ 103 thousand.

At December 31, 2024, the Company has no remaining federal net operating loss carryforwards.

State net operating loss carryforwards, net of valuation allowance described above, are expected to be utilized in the future and begin to expire in 2035.

8 unchanged sentences

Decrease in gross amounts of tax positions related to prior years ( 1,182 ) — —

Decrease due to settlement with taxing authority — — —

Decrease due to lapse in statute of limitations — — —

Unrecognized tax benefits at December 31 $ 2,098 $ 1,824 $ 1,042

9 unchanged sentences

Other than open statutes of limitation pertaining specifically to the amended returns filed for 2015 through 2018 to claim 2020 NOL carryback refunds, the Company is no longer subject to examination for tax years prior to 2021 including any related income tax filings from its recent acquisitions.

The Company has been selected for a federal income tax audit for the years 2017 through 2020 pertaining to the amended returns filed.

The Company has been selected for an income tax audit in the state of Connecticut for tax years 2019, 2020, and 2021, as well as an income tax audit in the state of Wisconsin for tax years 2018, 2019, and 2020 .

50 unchanged sentences

Interest rate swaps on commercial loans (1) $ 600,000 1.9 3.64 % 5.35 % $ —

Forward-starting interest rate swaps on commercial loans (1) 200,000 3.3 — % 3.90 % —

Interest rate collars on commercial loans 200,000 2.5 1,658

19 unchanged sentences

As of December 31, 2024, the Company had eight interest rate swap contracts with a notional value of $ 600.0 million.

The interest rate swaps have durations of two to three years .

The interest rate swaps have durations of one to two years .

This hedge strategy converts commercial variable rate loans to fixed interest rates, thereby protecting the Company from floating interest rate variability.

2 unchanged sentences

The second interest rate collar has a 3.25 % floor and a 5.75 % cap with a notional value of $ 100.0 million.

The interest rate collars have durations of three to four years .

The interest rate collars have durations of one to two years .

The structure of these instruments is such that the Company pays the counterparty an incremental amount if the collar index exceeds the cap rate.

7 unchanged sentences

Reclassification of unrealized (loss) from accumulated other comprehensive loss to interest income

Net tax benefit on items recognized in accumulated other comprehensive income ( 630 ) 1,789 —

( 632 ) ( 632 ) —

Net tax benefit/(expense) on items recognized in accumulated other comprehensive income ( 321 ) ( 630 ) 1,789

Other comprehensive gain/(loss) recorded in accumulated other comprehensive income/(loss), net of reclassification adjustments and tax effects $ 907 $ 1,772 $ ( 4,878 )

41 unchanged sentences

Interest rate swap on industrial revenue bond:

Unrealized gain/(loss) recognized in other non-interest income $ 21 $ 941 $ 619

Unrealized gain recognized in other non-interest income $ 93 $ 21 $ 941

Interest rate swaps on loans with commercial loan customers:

Unrealized gain/(loss) recognized in other non-interest income 31,310 ( 171,272 ) ( 86,099 )

Favorable/(unfavorable) change in credit valuation adjustment recognized in other non-interest income — 1,809 1,431

Reverse interest rate swaps on loans with commercial loan customers:

Unrealized (loss)/gain recognized in other non-interest income ( 9,108 ) 31,310 ( 171,272 )

Favorable change in credit valuation adjustment recognized in other non-interest income — — 1,809

Reverse interest rate swaps on loans with commercial loan customers:

Unrealized gain/(loss) recognized in other non-interest income 9,108 ( 31,310 ) 171,272

Risk Participation Agreements:

Unrealized (loss) recognized in other non-interest income ( 74 ) ( 521 ) ( 233 )

Unrealized gain/(loss) recognized in other non-interest income 74 ( 74 ) ( 521 )

Forward Commitments:

118 unchanged sentences

Financing cash flows from finance leases 47 593 555

Right-of-use assets obtained in exchange for lease obligations:

Operating leases 8,512 5,730 2,976

Finance leases — — —

The following table presents a maturity analysis of the Company’s lease liability by lease classification at December 31, 2024:

34 unchanged sentences

The Company considers standby letters of credit to be guarantees and the amount of the recorded liability related to such guarantees was not material at year-end 2024 and 2023.

The Company has 28.9 million of commitments remaining for tax credit investments as of December 31, 2023.

The Company has $ 10.9 million of commitments remaining for historic tax credit investments as of December 31, 2024.

Employment and Change in Control Agreements.

75 unchanged sentences

Net unrealized holding gain on AFS securities:

Net unrealized gain arising during the period $ 22,903 $ ( 5,122 ) $ 17,781

Net unrealized (loss) arising during the period $ ( 3,137 ) $ 1,878 $ ( 1,259 )

reclassification adjustment for (losses) realized in net income ( 49,937 ) 13,563 ( 36,374 )

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Year Ended December 31, 2023

Net unrealized holding (loss) on AFS securities:

Net unrealized (loss) arising during the period $ ( 235,075 ) $ 60,920 $ ( 174,155 )

reclassification adjustment for gains realized in net income 6 ( 2 ) 4

Net unrealized holding (loss) on AFS securities ( 235,081 ) 60,922 ( 174,159 )

Net (loss) on cash flow hedging derivatives:

Net unrealized (loss) arising during the period ( 6,667 ) 1,789 ( 4,878 )

Net unrealized holding gain on AFS securities:

Net unrealized gain arising during the period $ 22,903 $ ( 5,122 ) $ 17,781

reclassification adjustment for (losses) realized in net income ( 25,057 ) 6,806 ( 18,251 )

Net (loss) on cash flow hedging derivatives ( 6,667 ) 1,789 ( 4,878 )

Net unrealized holding gain on AFS securities 47,960 ( 11,928 ) 36,032

Net gain on cash flow hedging derivatives:

Net unrealized gain arising during the period 1,770 ( 458 ) 1,312

reclassification adjustment for (losses) realized in net income ( 632 ) 172 ( 460 )

Net gain on cash flow hedging derivatives 2,402 ( 630 ) 1,772

Net unrealized holding gain on pension plans

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Net unrealized holding gain on pension plans 316 ( 84 ) 232

Other comprehensive (loss) $ ( 240,074 ) $ 62,265 $ ( 177,809 )

Other comprehensive income $ 50,678 $ ( 12,642 ) $ 38,036

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands) Before Tax Tax Effect Net of Tax

4 unchanged sentences

Net unrealized holding (loss) on AFS securities ( 235,081 ) 60,922 ( 174,159 )

Net (loss) on cash flow hedging derivatives:

Net unrealized (loss) arising during the period $ ( 6,667 ) $ 1,789 $ ( 4,878 )

reclassification adjustment for (losses) realized in net income — — —

Net (loss) on cash flow hedging derivatives ( 6,667 ) 1,789 ( 4,878 )

Net unrealized holding gain on pension plans

43 unchanged sentences

172 172 — Tax benefit

( 460 ) ( 460 ) —

Realized (losses) on pension plans:

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The options grant the holder the right to acquire a share of the Company’s common stock for each option held, and have a contractual life of ten years .

As of year-end 2023, the weighted average remaining contractual term for options outstanding is two years .

As of year-end 2024, the weighted average remaining contractual term for options outstanding is one year .

The Company generally issues shares from treasury stock as options are exercised.

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The Company did not grant options during 2024 and 2023.

The total intrinsic value of options exercised during 2024 was $ 31 thousand.

There were no options exercised during 2023.

The total intrinsic value of options exercised was $ 62 thousand and $ 102 thousand for the years 2022 and 2021, respectively.

The expense pertaining to options vesting was $ 1 thousand, $ 13 thousand, and $ 14 thousand for the years 2023, 2022, and 2021, respectively.

The tax benefit associated with stock option expense for 2023, 2022, and 2021 was $ 0.2 thousand, $ 3 thousand, and $ 4 thousand, respectively.

As of December 31, 2023, there was no unrecognized stock-based compensation expense related to unvested stock options.

The unrecognized stock-based compensation expense related to unvested stock options as of year-end 2022 and 2021 was $ 1 thousand and $ 14 thousand, respectively.

The total intrinsic value of options exercised during 2022 was $ 62 thousand.

There was no expense pertaining to options vesting in 2024.

The expense pertaining to options vesting was $ 1 thousand and $ 13 thousand for the years 2023 and 2022, respectively.

The tax benefit associated with stock option expense for 2023 and 2022 was $ 0.2 thousand and $ 3 thousand, respectively.

As of year-end 2024 and 2023, there was no unrecognized stock-based compensation expense related to unvested stock options.

The unrecognized stock-based compensation expense related to unvested stock options as of year-end 2022 was $ 1 thousand.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Corporate bonds — 32,456 3,901 36,357

Other bonds and obligations — 656 — 656

Marketable equity securities — 655 — 655

24 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the years ended December 31, 2023 and December 31, 2022, there were no transfers between Level 1, 2 and 3.

During the year ended December 31, 2021, the Company had one transfer totaling $ 4.0 million in corporate bonds from Level 2 to Level 3 based on recent inactivity in the market related to pricing information for similar bonds.

During the years ended December 31, 2024, December 31, 2023 and December 31, 2022, there were no transfers between Level 1, 2 and 3.

Trading Security at Fair Value.

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therefore, the security meets the definition of a Level 3 security.

The discount rate used in the valuation of the security is sensitive to movements in the 3-month LIBOR rate.

Securities Available for Sale and Marketable Equity Securities .

Marketable equity securities classified as Level 1 consist of publicly-traded equity securities for which the fair values can be obtained through quoted market prices in active exchange markets.

Marketable equity securities classified as Level 2 consist of securities with infrequent trades in active exchange markets, and pricing is primarily sourced from third party pricing services.

The discount rate used in the valuation of the security is sensitive to movements in the 3-month SOFR rate.

Securities Available for Sale and Equity Securities .

Equity securities classified as Level 1 consist of publicly-traded equity securities for which the fair values can be obtained through quoted market prices in active exchange markets.

Equity securities classified as Level 2 consist of securities with infrequent trades in active exchange markets, and pricing is primarily sourced from third party pricing services.

AFS securities classified as Level 2 include most of the Company’s debt securities.

39 unchanged sentences

The changes in fair value of loans held for sale for the year ended December 31, 2024 were gains of $ 29 thousand.

The changes in fair value of loans held for sale for the year ended December 31, 2022 were losses of $ 169 thousand.

The changes in fair value of loans held for sale for the year ended December 31, 2023 were gains of $ 17 thousand.

The changes in fair value of loans held for sale for the year ended December 31, 2022 were gains of $ 169 thousand.

During 2024, originations of loans held for sale totaled $ 184 million and sales of loans originated for sale totaled $ 182 million.

36 unchanged sentences

Balance as of December 31, 2022 $ 6,708 $ 4,000 $ 605 $ 17 $ 8 $ 1,846

Unrealized (loss) gain, net recognized in other non-interest income ( 828 ) — 314 200 ( 126 ) ( 120 )

Unrealized gain/(loss), net recognized in other non-interest income 294 — ( 128 ) 305 13 ( 320 )

Unrealized (loss) included in accumulated other comprehensive loss — ( 77 ) — — — —

53 unchanged sentences

Individually evaluated loans $ 4,395 December 2023

Loans held for sale $ 3,369 December 2022

Capitalized servicing rights 10,569 December 2023

12 unchanged sentences

Appraised value $ 0 to $ 3,389 ($ 2,774 )

Loans held for sale 3,369 Fair value of collateral Appraised value $ 3,369

Capitalized servicing rights 10,569 Discounted cash flow Constant prepayment rate (CPR) 5.43 % to 17.15 % ( 12.31 %)

113 unchanged sentences

Cash flows from financing activities:

Proceeds from issuance of short term debt — — 232

Proceeds from issuance of long term debt — — 98,032

Repayment of long term debt — — ( 75,000 )

Net proceeds from common stock 100,000 — —

Payment to repurchase common stock ( 17,536 ) ( 23,844 ) ( 124,519 )

14 unchanged sentences

Total revenue 110,180 125,614 108,665 55,541 80,038 107,799 109,853 114,139

Provision expense/(benefit) for credit losses 7,000 8,000 8,000 8,999 12,000 3,000 — ( 4,000 )

Provision expense for credit losses 6,000 5,500 6,499 6,000 7,000 8,000 8,000 8,999

Non-interest expense 77,575 71,960 70,931 76,020 78,992 76,513 74,048 71,955

Income before income taxes 26,605 48,154 31,235 ( 26,479 ) ( 5,954 ) 23,286 27,805 33,185

Income tax (benefit)/expense ( 4,509 ) 3,741 3,944 5,548 5,227 4,941 6,119 4,998

Income tax expense/(benefit) 6,948 10,645 7,210 ( 6,291 ) ( 4,509 ) 3,741 3,944 5,548

Net income $ 19,657 $ 37,509 $ 24,025 $ ( 20,188 ) $ ( 1,445 ) $ 19,545 $ 23,861 $ 27,637

10 unchanged sentences

Net interest income $ 351,586 $ 369,047 $ 344,597

Provision expense/(benefit) for credit losses 31,999 11,000 ( 500 )

Provision expense for credit losses 23,999 31,999 11,000

Net interest income after provision for credit losses 327,587 337,048 333,597

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TAX EQUITY INVESTMENTS

The Company typically accounts for tax equity investments using the proportional amortization method, if certain criteria are met.

The election to account for tax equity investments using the proportional amortization method is done so on a tax credit program-by-tax credit program basis.

Under the proportional amortization method, the Company amortizes the initial cost of the investment, which is inclusive of any delayed equity contributions, that are unconditional and legally binding or for equity contributions that are contingent on a future event, when that event becomes probable, in proportion to the income tax credits and other income tax benefits that are allocated to the Company over the period of the investment.

Under the proportional amortization method, the Company amortizes the initial cost of the investment, inclusive of delayed equity contributions, in proportion to the income tax credits and other income tax benefits that are allocated to the Company over the period of the investment.

The net benefits of these investments, which are comprised of income tax credits and operating loss income tax benefits, net of investment amortization, are recognized in the Consolidated Statements of Income as a component of income tax expense.

At December 31, 2024 and December 31, 2023 the carrying value of all tax equity investments was $ 35.6 million and $ 16.6 million, respectively, and were included in other assets on the Consolidated Balance Sheets.

The carrying value of the investments accounted for under PAM on December 31, 2024 included $ 18.7 million of delayed equity contributions described in the chart below.

The delayed equity contributions were included in other liabilities on the Consolidated Balance Sheets.

As of December 31, 2024, the Company's delayed equity contributions were estimated to be paid as follows:

(In thousands) Delayed Equity Contributions

2025 $ 11,680

Thereafter 237

Total delayed equity contributions $ 18,743

The following table presents income tax credits and other income tax benefits, as well as amortization expense, associated with investments where the proportional amortization method of accounting has been applied for the periods indicated.

(In thousands) Year Ended

December 31, 2024

Provision for Income Taxes:

Amortization of tax credit investments $ ( 10,420 )

Tax credit and other tax benefit/(expense) 11,934

Total provision for income taxes 1,514

There was no material non-income tax related expense associated with these investments recorded outside of income tax expense for the year ended December 31, 2024.

The non-income tax related activity associated with these investments recorded outside of the income tax expense for the year ended December 31, 2023 was $ 8.0 million.

There were no impairment losses recorded on tax equity investments during the year ended December 31, 2024 and 2023, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenue from contracts with customers in the scope of Topic 606 is recognized within noninterest income.

4 unchanged sentences

In addition, certain non-interest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in scope of Topic 606.

Topic 606 is applicable to non-interest revenue streams such as wealth management fees, insurance commissions and fees, administrative services for customer deposit accounts, interchange fees, and sale of owned real estate properties.

Topic 606 is applicable to non-interest revenue streams such as wealth management fees, administrative services for customer deposit accounts, interchange fees, and sale of owned real estate properties.

The following presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the years ended 2024, 2023, and 2022, respectively.

9 unchanged sentences

8,298 8,395 8,470

Insurance commissions and fees

Non-interest income (in-scope of Topic 606)

12 unchanged sentences

Waiver of fees reduces the revenue in the period the waiver is granted to the customer.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Wealth Management Fees.

4 unchanged sentences

Due to the day-to-day nature of these fees they are settled on a daily basis and are accounted for as they are received.

Insurance Commissions and Fees.

Commission revenue is recognized as of the effective date of the insurance policy or the date the customer is billed, whichever is later, net of return commissions related to policy cancellations.

Policy cancellation is a variable consideration that is not deemed significant and thus, does not impact the amount of revenue recognized.

In addition, the Company may receive additional performance commissions based on achieving certain sales and loss experience measures.

On September 1, 2021, the Company completed the sale of substantially all of the assets, and the assumption of certain liabilities, of Berkshire Insurance Group, Inc.

Gains/Losses on Sales of OREO.

1 unchanged sentence

The gain or loss on the sale is calculated as the difference between the carrying value of the asset and the transaction price.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the third quarter of 2024, the Company completed the sale of ten of the Bank’s branches in upstate and eastern New York.

The sale was made pursuant to definitive agreements entered into on March 4, 2024 with three buyers.

The sale consisted of three separate transactions, which were completed during the third quarter of 2024.

In the aggregate, the Bank sold $ 383 million in deposits and $ 50 million of related residential mortgage and consumer loans, along with all branch premises and equipment.

The three buyers also assumed related operations and the employment of all associated staff.

The sale excluded the Bank’s commercial banking business.

The Company recorded a $ 16.0 million pre-tax gain related to the branch sale.

PENDING MERGER

On December 16, 2024, Berkshire Hills Bancorp, Inc., a Delaware corporation (“Berkshire”), Commerce Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Berkshire (“Merger Sub”), and Brookline Bancorp, Inc., a Delaware corporation (“Brookline”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).

The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Brookline, with Brookline as the surviving entity (the “Merger”), and immediately following the Merger, Brookline will merge with and into Berkshire, with Berkshire as the surviving entity (the “Holdco Merger”).

The Merger Agreement further provides that immediately following the Merger, Berkshire Bank, a Massachusetts trust company and a wholly owned subsidiary of Berkshire, Bank Rhode Island, a Rhode Island-chartered bank and a wholly owned subsidiary of Brookline, and PCSB Bank, a New York-chartered bank and a wholly owned subsidiary of Brookline, each will merge with and into Brookline Bank, a Massachusetts trust company and a wholly owned subsidiary of Brookline, with Brookline Bank as the surviving bank (the “Bank Mergers” and, together with the Merger and the Holdco Merger, the “Proposed Transaction”).

Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, $ 0.01 par value, of Brookline (“Brookline Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Brookline or Berkshire, will be converted into the right to receive 0.42 of a share (the “Exchange Ratio”) of common stock, par value $ 0.01 per share, of Berkshire (“Berkshire Common Stock”).

Holders of Brookline Common Stock will receive cash in lieu of fractional shares of Berkshire Common Stock.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures