COMMUNITY FINANCIAL SYSTEM, INC. 10-Q

Item 1. Financial Statements COMMUNITY FINANCIAL SYSTEM, INC. CONSOLIDATED STATEMENTS OF CONDITION (Unaudited) (In Thousands, Except Share Data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2025 2024 Assets: ​ ​ ​ Cash and cash equivalents (includes restricted cash of $ 5,110 ) ​ $ 518,021 ​ $ 197,004 Available-for-sale investment securities, includes pledged securities that can be sold or repledged of $ 378,668 and $ 362,129 , respectively (cost of $ 3,182,289 and $ 3,192,392 , respectively) ​ 2,826,915 ​ 2,785,714 Held-to-maturity securities (fair value of $ 1,306,388 and $ 1,220,168 , respectively) ​ ​ 1,393,837 ​ ​ 1,345,155 Equity and other securities ​ 80,591 ​ 87,517 ​ ​ ​ ​ ​ ​ ​ Loans ​ 10,421,141 ​ 10,432,365 Allowance for credit losses ​ ( 82,840 ) ​ ( 79,114 ) Loans, net of allowance for credit losses ​ 10,338,301 ​ 10,353,251 ​ ​ ​ ​ ​ ​ Goodwill ​ 854,522 ​ 853,225 Core deposit intangibles, net ​ 4,499 ​ 5,148 Other intangibles, net ​ 41,311 ​ 43,098 Goodwill and intangible assets, net ​ 900,332 ​ 901,471 ​ ​ ​ ​ ​ ​ ​ Premises and equipment, net ​ ​ 189,762 ​ ​ 183,759 Accrued interest and fees receivable ​ 53,535 ​ 54,340 Other assets ​ 463,002 ​ 477,833 ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 16,764,296 ​ $ 16,386,044 ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ Noninterest-bearing deposits ​ $ 3,526,485 ​ $ 3,557,219 Interest-bearing deposits ​ 10,365,562 ​ 9,884,488 Total deposits ​ 13,892,047 ​ 13,441,707 ​ ​ ​ ​ ​ ​ ​ Overnight borrowings ​ 0 ​ 118,000 Securities sold under agreement to repurchase, short-term ​ 266,581 ​ 261,553 Federal Home Loan Bank and other borrowings ​ 595,455 ​ 619,312 Accrued interest and other liabilities ​ 176,138 ​ 182,637 Total liabilities ​ 14,930,221 ​ 14,623,209 ​ ​ ​ ​ ​ Commitments and contingencies (See Note I) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shareholders’ equity: ​ ​ ​ ​ ​ ​ Preferred stock, $ 1.00 par value, 500,000 shares authorized, 0 shares issued ​ 0 ​ 0 Common stock, $ 1.00 par value, 75,000,000 shares authorized; 54,853,138 and 54,696,208 shares issued, respectively ​ 54,853 ​ 54,696 Additional paid-in capital ​ 1,078,253 ​ 1,075,537 Retained earnings ​ 1,300,658 ​ 1,275,331 Accumulated other comprehensive loss ​ ( 505,114 ) ​ ( 548,085 ) Treasury stock, at cost ( 2,016,831 shares including 92,155 shares held by deferred compensation arrangements at March 31, 2025, and 2,028,372 shares including 103,696 shares held by deferred compensation arrangements at December 31, 2024) ​ ( 99,825 ) ​ ( 100,539 ) Deferred compensation arrangements ( 92,155 and 103,696 shares, respectively) ​ 5,250 ​ 5,895 Total shareholders’ equity ​ 1,834,075 ​ 1,762,835 ​ ​ ​ ​ ​ ​ ​ Total liabilities and shareholders’ equity ​ $ 16,764,296 ​ $ 16,386,044 ​ See accompanying notes to consolidated financial statements (unaudited). ​ 3 Table of Contents COMMUNITY FINANCIAL SYSTEM, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In Thousands, Except Per-Share Data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2025 2024 Interest income: ​ ​ Interest and fees on loans ​ $ 142,904 ​ $ 127,498 Interest and dividends on taxable investments ​ 21,969 ​ 21,902 Interest and dividends on nontaxable investments ​ 2,774 ​ 3,259 Total interest income ​ 167,647 ​ 152,659 ​ ​ ​ ​ ​ ​ ​ Interest expense: ​ ​ ​ ​ Interest on deposits ​ 39,286 ​ 36,785 Interest on borrowings ​ 8,149 ​ 8,884 Total interest expense ​ 47,435 ​ 45,669 ​ ​ ​ ​ ​ ​ ​ Net interest income ​ 120,212 ​ 106,990 Provision for credit losses ​ 6,690 ​ 6,148 Net interest income after provision for credit losses ​ 113,522 ​ 100,842 ​ ​ ​ ​ ​ ​ ​ Noninterest revenues: ​ ​ ​ ​ Deposit service fees ​ 14,306 ​ 14,251 Mortgage banking ​ ​ 998 ​ 345 Other banking services ​ 3,802 ​ 3,656 Employee benefit services ​ 32,622 ​ 31,698 Insurance services ​ 14,201 ​ 11,109 Wealth management services ​ 9,862 ​ ​ 9,210 Unrealized gain on equity securities ​ 245 ​ ​ 16 Total noninterest revenues ​ 76,036 ​ 70,285 ​ ​ ​ ​ ​ ​ ​ Noninterest expenses: ​ ​ ​ ​ Salaries and employee benefits ​ 76,442 ​ 73,063 Data processing and communications ​ 16,122 ​ 14,348 Occupancy and equipment ​ 12,698 ​ 11,362 Business development and marketing ​ 3,130 ​ 3,045 Legal and professional fees ​ ​ 4,849 ​ ​ 4,341 Amortization of intangible assets ​ ​ 3,482 ​ ​ 3,576 Other expenses ​ 8,567 ​ 8,349 Total noninterest expenses ​ 125,290 ​ 118,084 ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ 64,268 ​ 53,043 Income taxes ​ 14,654 ​ 12,171 Net income ​ $ 49,614 ​ $ 40,872 ​ ​ ​ ​ ​ ​ ​ Basic earnings per share ​ $ 0.94 ​ $ 0.77 Diluted earnings per share ​ $ 0.93 ​ $ 0.76 ​ See accompanying notes to consolidated financial statements (unaudited). 4 Table of Contents COMMUNITY FINANCIAL SYSTEM, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2025 2024 Pension and other post-retirement obligations: ​ ​ ​ Amortization of actuarial (gains) losses included in net periodic pension cost, gross ​ $ ( 51 ) ​ $ 290 Tax effect ​ 13 ​ ( 71 ) Amortization of actuarial (gains) losses included in net periodic pension cost, net ​ ( 38 ) ​ 219 ​ ​ ​ ​ ​ ​ ​ Amortization of prior service cost included in net periodic pension cost, gross ​ 112 ​ 160 Tax effect ​ ( 28 ) ​ ( 39 ) Amortization of prior service cost included in net periodic pension cost, net ​ 84 ​ 121 ​ ​ ​ ​ ​ ​ ​ Other comprehensive income related to pension and other post-retirement obligations, net of taxes ​ 46 ​ 340 ​ ​ ​ ​ ​ ​ ​ Net unrealized gains (losses) on investment securities: ​ ​ ​ ​ Net unrealized holding gains (losses) on investment securities, gross ​ 57,227 ​ ( 36,066 ) Tax effect ​ ( 14,302 ) ​ 8,802 Net unrealized holding gains (losses) on investment securities, net ​ 42,925 ​ ( 27,264 ) ​ ​ ​ ​ ​ ​ ​ Other comprehensive gain (loss) related to unrealized gains (losses) on investment securities, net of taxes ​ 42,925 ​ ( 27,264 ) ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss), net of tax ​ 42,971 ​ ( 26,924 ) Net income ​ 49,614 ​ 40,872 Comprehensive income ​ $ 92,585 ​ $ 13,948 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ March 31, ​ December 31, ​ 2025 2024 Accumulated Other Comprehensive Loss by Component: ​ ​ ​ ​ ​ Unrecognized prior service cost and net actuarial losses on pension and other post-retirement obligations $ ( 23,248 ) ​ $ ( 23,309 ) Tax effect 5,701 ​ 5,716 Net unrecognized prior service cost and net actuarial losses on pension and other post-retirement obligations ( 17,547 ) ​ ( 17,593 ) ​ ​ ​ ​ ​ ​ ​ Unrealized loss on investment securities ( 642,846 ) ​ ( 700,073 ) Tax effect 155,279 ​ 169,581 Net unrealized loss on investment securities ( 487,567 ) ​ ( 530,492 ) ​ ​ ​ ​ ​ ​ ​ Accumulated other comprehensive loss $ ( 505,114 ) ​ $ ( 548,085 ) ​ See accompanying notes to consolidated financial statements (unaudited). ​ ​ 5 Table of Contents COMMUNITY FINANCIAL SYSTEM, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) Three months ended March 31, 2025 and 2024 (In Thousands, Except Share Data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ Deferred ​ ​ ​ ​ ​ Shares ​ Amount ​ Paid-In ​ Retained ​ Comprehensive ​ Treasury ​ Compensation ​ ​ ​ Outstanding Issued Capital Earnings Loss Stock Arrangements Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2024 ​ 52,667,836 ​ $ 54,696 ​ $ 1,075,537 ​ $ 1,275,331 ​ $ ( 548,085 ) ​ $ ( 100,539 ) ​ $ 5,895 ​ $ 1,762,835 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ ​ ​ ​ ​ ​ 49,614 ​ ​ ​ ​ ​ ​ ​ 49,614 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income, net of tax ​ ​ ​ ​ ​ ​ ​ ​ 42,971 ​ ​ ​ ​ ​ 42,971 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends declared: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common, $ 0.46 per share ​ ​ ​ ​ ​ ​ ( 24,287 ) ​ ​ ​ ​ ​ ​ ​ ( 24,287 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock activity under employee stock plans 156,930 ​ 157 ​ ( 215 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 58 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ ​ ​ ​ 3,048 ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,048 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution of stock under deferred compensation arrangements 12,361 ​ ​ ​ ( 117 ) ​ ​ ​ ​ ​ ​ ​ 762 ​ ( 645 ) ​ 0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury stock purchased ​ ( 820 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 48 ) ​ ​ ​ ​ ​ ( 48 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2025 ​ 52,836,307 ​ $ 54,853 ​ $ 1,078,253 ​ $ 1,300,658 ​ $ ( 505,114 ) ​ $ ( 99,825 ) ​ $ 5,250 ​ $ 1,834,075 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2023 ​ 53,327,060 ​ $ 54,372 ​ $ 1,060,289 ​ $ 1,188,869 ​ $ ( 556,892 ) ​ $ ( 55,592 ) ​ $ 6,891 ​ $ 1,697,937 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 40,872 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 40,872 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive loss, net of tax ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 26,924 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 26,924 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends declared: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common, $ 0.45 per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 23,747 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 23,747 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock activity under employee stock plans ​ 167,815 ​ ​ 168 ​ ​ 788 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 956 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ ​ ​ ​ ​ ​ ​ 2,378 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,378 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution of stock under deferred compensation arrangements ​ 20,769 ​ ​ ​ ​ ​ 53 ​ ​ ​ ​ ​ ​ ​ ​ 1,082 ​ ​ ( 1,135 ) ​ ​ 0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury stock purchased ​ ( 751,083 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 34,517 ) ​ ​ ​ ​ ​ ( 34,517 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2024 52,764,561 ​ $ 54,540 ​ $ 1,063,508 ​ $ 1,205,994 ​ $ ( 583,816 ) ​ $ ( 89,027 ) ​ $ 5,756 ​ $ 1,656,955 ​ See accompanying notes to consolidated financial statements (unaudited). ​ ​ ​ ​ ​ ​ ​ 6 Table of Contents COMMUNITY FINANCIAL SYSTEM, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In Thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2025 2024 Operating activities: ​ ​ Net income ​ $ 49,614 ​ $ 40,872 Adjustments to reconcile net income to net cash provided by operating activities: ​ ​ ​ ​ Depreciation ​ 3,644 ​ 3,280 Amortization of intangible assets ​ 3,482 ​ 3,576 Net amortization on securities, loans, finance leases and borrowings ​ 2,996 ​ 2,195 Stock-based compensation ​ 3,048 ​ 2,378 Provision for credit losses ​ 6,690 ​ 6,148 Amortization of mortgage servicing rights ​ 194 ​ 188 Unrealized gain on equity securities ​ ​ ( 245 ) ​ ​ ( 16 ) Income from bank-owned life insurance policies ​ ( 556 ) ​ ( 613 ) Net gain on sale of assets ​ ( 528 ) ​ ( 873 ) Change in other assets and liabilities ​ ( 5,830 ) ​ 22,758 Net cash provided by operating activities ​ 62,509 ​ 79,893 Investing activities: ​ ​ Proceeds from maturities, calls, and paydowns of available-for-sale investment securities ​ 12,315 ​ 16,177 Proceeds from maturities, calls, and paydowns of held-to-maturity investment securities ​ ​ 3,840 ​ ​ 498 Proceeds from maturities and redemptions of equity and other investment securities, net ​ 7,234 ​ 2,671 Purchases of held-to-maturity investment securities ​ ​ ( 45,293 ) ​ ​ ( 38,448 ) Purchases of equity and other securities, net ​ ( 63 ) ​ ( 287 ) Net decrease (increase) in loans ​ 1,526 ​ ( 187,949 ) Cash paid for acquisitions, net of cash received ​ ( 242 ) ​ ( 5,995 ) Proceeds from sales of premises, equipment and other assets ​ ​ 927 ​ ​ 1,216 Purchases of premises and equipment ​ ( 10,555 ) ​ ( 2,559 ) Net cash used in investing activities ​ ( 30,311 ) ​ ( 214,676 ) Financing activities: ​ ​ ​ Net increase in deposits ​ ​ 450,340 ​ ​ 423,901 Net decrease in overnight borrowings ​ ( 118,000 ) ​ ( 53,000 ) Net increase (decrease) in securities sold under agreement to repurchase, short-term ​ ​ 5,028 ​ ​ ( 17,354 ) Payments on and maturities of other Federal Home Loan Bank borrowings ​ ​ ( 23,797 ) ​ ​ ( 12,511 ) Payments of contingent consideration for acquisitions ​ ​ ( 378 ) ​ ​ 0 Proceeds from the issuance of common stock for employee stock plans ​ 2,337 ​ 956 Withholding taxes paid on share-based compensation ​ ​ ( 2,395 ) ​ ​ ( 1,245 ) Purchases of treasury stock ​ ( 48 ) ​ ( 34,517 ) Cash dividends paid ​ ( 24,268 ) ​ ( 24,028 ) Net cash provided by financing activities ​ 288,819 ​ 282,202 Change in cash, cash equivalents and restricted cash ​ 321,017 ​ 147,419 Cash, cash equivalents and restricted cash at beginning of period ​ 197,004 ​ 190,962 Cash, cash equivalents and restricted cash at end of period ​ $ 518,021 ​ $ 338,381 Supplemental disclosures of cash flow information: ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 47,641 ​ $ 44,997 Cash paid for income taxes ​ 3,753 ​ 3,362 Supplemental disclosures of noncash financing and investing activities: ​ ​ ​ ​ ​ ​ Dividends declared and unpaid ​ 24,429 ​ 23,887 Transfers from loans to other real estate ​ 394 ​ 693 Acquisitions: ​ ​ ​ ​ ​ ​ Fair value of assets acquired, excluding acquired cash and intangibles ​ 53 ​ 32 Fair value of liabilities assumed ​ 132 ​ 999 Contingent consideration in exchange for acquired assets ​ ​ 2,100 ​ ​ 3,066 ​ See accompanying notes to consolidated financial statements (unaudited). ​ ​ 7 Table of Contents COMMUNITY FINANCIAL SYSTEM, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) MARCH 31, 2025 NOTE A: BASIS OF PRESENTATION The interim financial data as of and for the three months ended March 31, 2025 is unaudited; however, in the opinion of Community Financial System, Inc. (the “Company”), the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the results for the interim periods in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and Article 10 of Regulation S-X. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period. The Company’s unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 28, 2025. ​ During March 2025, the Company changed the name of certain wealth management operating subsidiaries owned by the Bank as part of a rebranding of the Community Bank Wealth Management operating unit into the Nottingham Financial Group operating unit. Community Investment Services, Inc. was renamed Nottingham Investment Services, Inc. and OneGroup Wealth Partners, Inc. was renamed Nottingham Wealth Partners, Inc. ​ NOTE B: ACQUISITIONS Subsequent Period Acquisitions On April 1, 2025, the Company, through its subsidiary Benefit Plans Administrative Services, LLC (“BPA”), completed the acquisition of certain assets of a New York based financial services company for $ 0.1 million in cash and contingent consideration with a fair value at acquisition of $ 1.9 million. The effects of the acquisition will be included in the consolidated financial statements from that date. Current and Prior Period Acquisitions On February 1, 2025, BPA completed the acquisition of certain assets of two financial services companies based in New York and Kansas. Total aggregate consideration was $ 0.2 million in cash plus contingent consideration with an estimated fair value of $ 2.1 million at acquisition date. The fair value of the contingent consideration at the acquisition date was determined by forecasting estimated amounts of retained revenue for each applicable period and applying the appropriate factor to those amounts based on the purchase agreement. The effects of the acquired assets are included in the consolidated financial statements from that date. The contingent consideration arrangements require additional consideration to be paid by the Company based on a percentage of retained revenue over periods ranging from two to four years after the acquisition date. Revenues and direct expenses included in the consolidated statement of income for the three months ended March 31, 2025 were immaterial. During 2024, the Company, through its subsidiary OneGroup NY, Inc. (“OneGroup”) completed acquisitions of certain insurance agencies headquartered in New York and Florida for aggregate consideration of $ 9.6 million in cash plus contingent consideration with an estimated fair value of $ 0.7 million at the respective acquisition dates. The effects of the acquired assets and liabilities are included in the consolidated financial statements from the date of acquisition. The contingent consideration arrangements require additional consideration to be paid by the Company based on a percentage of retained revenue two years after the date of acquisition, up to a maximum amount of $ 1.4 million. The fair value of the contingent consideration of $ 0.7 million at the acquisition date was estimated based on projected retained revenue levels. Net assets acquired were $ 6.5 million, including $ 6.8 million of customer list intangible assets, and the Company recorded $ 3.8 million of goodwill in conjunction with the acquisitions. The operations of these acquisitions have been integrated into the Company and discrete reporting of revenues and direct expenses for the three months ended March 31, 2025 and 2024 is not practicable. 8 Table of Contents On February 1, 2024, the Company, through its subsidiary BPA, completed the acquisition of certain assets of Creative Plan Designs Limited (“CPD”), a financial services company that provides employee benefit plan design, administration and consulting services. Total consideration was $ 5.9 million in cash plus contingent consideration with an estimated fair value of $ 3.0 million at acquisition date. The effects of the acquired assets are included in the consolidated financial statements from that date. Net assets acquired were $ 4.5 million, including $ 5.5 million of customer list intangible assets, and the Company recorded $ 4.4 million of goodwill in conjunction with the acquisition. The operations of this acquisition have been integrated into the Company and discrete reporting of revenues and direct expenses for the three months ended March 31, 2025 and 2024 is not practicable. The acquisition of CPD includes contingent consideration arrangements that require additional consideration to be paid by the Company based on the future revenue levels of CPD over approximately three years and a contract holdback payment. The contract holdback will be paid upon satisfaction of certain customer retention requirements and will be prorated based on actual results. The contract holdback amount was estimated at the maximum level of $ 1.5 million at the acquisition date. The revenue-based contingent consideration is payable in four installments, based on future revenue levels of CPD in 2024, 2025, 2026 and the first quarter of 2027. The range of undiscounted amounts the Company could pay under the contingent consideration agreement is between zero and $ 2.0 million for the first three payments in total and a variable amount for the fourth payment, which is between zero and a percentage of annualized revenue above a threshold for a particular revenue stream in the first quarter of 2027. The fair value of the contingent consideration recognized on the acquisition date of $ 3.0 million was estimated by applying the income approach, a measure that is based on significant Level 3 inputs not readily observable in the market. Key assumptions at the date of acquisition include (1) a discount rate range of 15.1 % to 19.1 % to present value the payments and (2) probability of achievement of future revenue levels of 82 %. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 2024 (000s omitted) Other (1) CPD Other (2) Total Consideration: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash ​ $ 242 ​ $ 5,861 ​ $ 9,599 ​ $ 15,460 Contingent consideration ​ ​ 2,100 ​ ​ 3,066 ​ ​ 750 ​ ​ 3,816 Total net consideration ​ ​ 2,342 ​ ​ 8,927 ​ ​ 10,349 ​ ​ 19,276 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recognized amounts of identifiable assets acquired and liabilities assumed: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ ​ 0 ​ ​ 0 ​ ​ 33 ​ ​ 33 Premises and equipment, net ​ ​ 10 ​ ​ 6 ​ ​ 156 ​ ​ 162 Other assets ​ ​ 43 ​ ​ 26 ​ ​ 384 ​ ​ 410 Other intangibles ​ ​ 1,046 ​ ​ 5,500 ​ ​ 6,849 ​ ​ 12,349 Other liabilities ​ ​ ( 132 ) ​ ​ ( 990 ) ​ ​ ( 916 ) ​ ​ ( 1,906 ) Total identifiable assets, net ​ ​ 967 ​ ​ 4,542 ​ ​ 6,506 ​ ​ 11,048 Goodwill ​ $ 1,375 ​ $ 4,385 ​ $ 3,843 ​ $ 8,228 (1) Includes amounts for BPA acquisitions completed as of March 31, 2025. (2) Includes amounts for OneGroup acquisitions completed in 2024. The other intangibles related to the CPD acquisition are being amortized using an accelerated method over an estimated useful life of 12 years . The other intangibles related to the BPA acquisitions completed through the end of the first quarter of 2025 and the OneGroup acquisitions completed in 2024 are being amortized using an accelerated method over an estimated useful life of eight years . The goodwill, which is not amortized for book purposes, was assigned to the Employee Benefits Services segment for the BPA acquisitions completed through the end of the first quarter of 2025 and the CPD acquisition, and the Insurance segment for the OneGroup acquisitions completed in 2024. The goodwill arising from one of the OneGroup acquisitions in 2024 is not deductible for tax purposes, while the goodwill arising from the BPA acquisitions completed through the end of the first quarter of 2025 and the remaining acquisitions completed in 2024 is deductible for tax purposes. ​ ​ NOTE C: ACCOUNTING POLICIES The notes to the consolidated financial statements appearing in the Company’s 2024 Annual Report on Form 10-K, which include descriptions of significant accounting policies, as updated by the information contained in this report, should be read in conjunction with these interim consolidated financial statements. 9 Table of Contents Contract Balances A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. As of March 31, 2025, $ 36.1 million of accounts receivable, including $ 8.8 million of unbilled fee revenue, and $ 2.6 million of unearned revenue, was recorded in the consolidated statements of condition. As of December 31, 2024, $ 38.5 million of accounts receivable, including $ 8.4 million of unbilled fee revenue, and $ 1.1 million of unearned revenue was recorded in the consolidated statements of condition. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , to update reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance by the CODM. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance as of January 1, 2024 which resulted in enhanced disclosures of segment expenses within the consolidated financial statements beginning with its December 31, 2024 Form 10-K. All amendments have been applied retrospectively to all periods presented. ​ New Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. The update requires enhancements to the rate reconciliation, including disclosure of specific categories and additional information for reconciling items meeting a quantitative threshold as well as disclosure of income taxes paid disaggregated by federal, state and foreign taxes, and individual jurisdictions meeting a quantitative threshold. The amendments in this update are effective for annual financial statements for fiscal years beginning after December 15, 2024 and early adoption is permitted. The Company plans to adopt this standard beginning with the December 31, 2025 consolidated financial statements and expects it to impact certain income tax disclosures. ​ In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, to enhance the disclosure of expenses by requiring further disaggregation of relevant expense captions as well as disclosures about selling expenses. ASU 2024-03 is applicable to all public business entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact this will have on the consolidated financial statements but does not expect it will have a material impact on the Company’s consolidated financial statements. ​ 10 Table of Contents NOTE D: INVESTMENT SECURITIES The amortized cost and estimated fair value of investment securities as of March 31, 2025 and December 31, 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ December 31, 2024 ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ Amortized ​ Unrealized ​ Unrealized ​ Fair ​ Amortized ​ Unrealized ​ Unrealized ​ Fair (000’s omitted) Cost Gains Losses Value Cost Gains Losses Value Available-for-Sale Portfolio: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury and agency securities ​ $ 2,391,650 ​ $ 0 ​ $ 256,733 ​ $ 2,134,917 ​ $ 2,389,208 ​ $ 0 ​ $ 305,422 ​ $ 2,083,786 Obligations of state and political subdivisions ​ 424,482 ​ 264 ​ 46,260 ​ 378,486 ​ 428,204 ​ 288 ​ 41,997 ​ 386,495 Government agency mortgage-backed securities ​ 351,913 ​ 56 ​ 52,178 ​ 299,791 ​ 360,102 ​ 37 ​ 58,915 ​ 301,224 Corporate debt securities ​ 8,000 ​ 0 ​ 229 ​ 7,771 ​ 8,000 ​ 0 ​ 303 ​ 7,697 Government agency collateralized mortgage obligations ​ 6,244 ​ 0 ​ 294 ​ 5,950 ​ 6,878 ​ 0 ​ 366 ​ 6,512 Total available-for-sale portfolio ​ $ 3,182,289 ​ $ 320 ​ $ 355,694 ​ $ 2,826,915 ​ $ 3,192,392 ​ $ 325 ​ $ 407,003 ​ $ 2,785,714 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held-to-Maturity Portfolio: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury and agency securities ​ $ 1,146,066 ​ $ 0 ​ $ 87,496 ​ $ 1,058,570 ​ $ 1,138,743 ​ $ 0 ​ $ 123,194 ​ $ 1,015,549 Government agency mortgage-backed securities ​ ​ 247,771 ​ ​ 1,051 ​ ​ 1,004 ​ ​ 247,818 ​ ​ 206,412 ​ ​ 448 ​ ​ 2,241 ​ ​ 204,619 Total held-to-maturity portfolio ​ $ 1,393,837 ​ $ 1,051 ​ $ 88,500 ​ $ 1,306,388 ​ $ 1,345,155 ​ $ 448 ​ $ 125,435 ​ $ 1,220,168 ​ As of March 31, 2025, equity and other securities on the consolidated statements of condition consists of equity securities with readily determinable fair values carried at $ 2.6 million and equity securities without readily determinable fair values carried at $ 78.0 million, including Federal Home Loan Bank of New York (“FHLB”) common stock of $ 38.9 million, Federal Reserve Bank (“FRB”) common stock of $ 33.3 million and other equity securities of $ 5.8 million. As of December 31, 2024, equity and other securities on the consolidated statements of condition consists of equity securities with readily determinable fair values carried at $ 2.4 million and equity securities without readily determinable fair values carried at $ 85.1 million, including FHLB common stock of $ 45.4 million, FRB common stock of $ 33.4 million and other equity securities of $ 6.3 million. The investment in FRB stock represents approximately half of the total required subscription, and the remaining half is unpaid and remains subject to call by the FRB. The amount of upward and downward adjustments to equity securities without readily determinable fair values was not material for the three months ended March 31, 2025 and 2024. The gains and losses on equity and other securities for the three months ended March 31, 2025 and 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (000’s omitted) 2025 2024 Net gain recognized on equity securities ​ $ 245 ​ $ 16 Less: Net gain (loss) recognized on equity securities sold during the period ​ 0 ​ 0 Unrealized gain recognized on equity securities still held ​ $ 245 ​ $ 16 ​ 11 Table of Contents A summary of investment securities that have been in a continuous unrealized loss position is as follows: As of March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 12 Months 12 Months or Longer Total ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized (000’s omitted) Value Losses Value Losses Value Losses Available-for-Sale Portfolio: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury and agency securities ​ $ 0 ​ $ 0 ​ $ 2,134,917 ​ $ 256,733 ​ $ 2,134,917 ​ $ 256,733 Obligations of state and political subdivisions ​ 52,985 ​ 1,954 ​ 295,396 ​ 44,306 ​ 348,381 ​ 46,260 Government agency mortgage-backed securities ​ 6,722 ​ 122 ​ 289,643 ​ 52,056 ​ 296,365 ​ 52,178 Corporate debt securities ​ ​ 0 ​ ​ 0 ​ ​ 7,771 ​ ​ 229 ​ ​ 7,771 ​ ​ 229 Government agency collateralized mortgage obligations ​ 0 ​ 0 ​ 5,941 ​ 294 ​ 5,941 ​ 294 Total available-for-sale investment portfolio ​ $ 59,707 ​ $ 2,076 ​ $ 2,733,668 ​ $ 353,618 ​ $ 2,793,375 ​ $ 355,694 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held-to-Maturity Portfolio: ​ ​ ​ ​ ​ ​ U.S Treasury and agency securities ​ $ 0 ​ $ 0 ​ $ 1,058,570 ​ $ 87,496 ​ $ 1,058,570 ​ $ 87,496 Government agency mortgage-backed securities ​ ​ 116,129 ​ ​ 869 ​ 21,934 ​ ​ 135 ​ 138,063 ​ ​ 1,004 Total held-to-maturity portfolio ​ $ 116,129 ​ $ 869 $ 1,080,504 ​ $ 87,631 $ 1,196,633 ​ $ 88,500 ​ As of December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 12 Months 12 Months or Longer Total ​ ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ ​ ​ Gross ​ ​ Fair ​ Unrealized ​ Fair ​ Unrealized ​ Fair ​ Unrealized (000’s omitted) Value Losses Value Losses Value Losses Available-for-Sale Portfolio: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S. Treasury and agency securities ​ $ 0 ​ $ 0 ​ $ 2,083,786 ​ $ 305,422 ​ $ 2,083,786 ​ $ 305,422 Obligations of state and political subdivisions ​ 47,144 ​ 847 ​ 301,202 ​ 41,150 ​ 348,346 ​ 41,997 Government agency mortgage-backed securities ​ 7,943 ​ 221 ​ 290,786 ​ 58,694 ​ 298,729 ​ 58,915 Corporate debt securities ​ ​ 0 ​ ​ 0 ​ ​ 7,697 ​ ​ 303 ​ ​ 7,697 ​ ​ 303 Government agency collateralized mortgage obligations ​ 0 ​ 0 ​ 6,501 ​ 366 ​ 6,501 ​ 366 Total available-for-sale investment portfolio ​ $ 55,087 ​ $ 1,068 ​ $ 2,689,972 ​ $ 405,935 ​ $ 2,745,059 ​ $ 407,003 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held-to-Maturity Portfolio: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ U.S Treasury and agency securities ​ $ 0 ​ $ 0 ​ $ 1,015,549 ​ $ 123,194 ​ $ 1,015,549 ​ $ 123,194 Government agency mortgage-backed securities ​ ​ 149,742 ​ ​ 2,027 ​ ​ 15,281 ​ ​ 214 ​ ​ 165,023 ​ ​ 2,241 Total held-to-maturity portfolio ​ $ 149,742 ​ $ 2,027 ​ $ 1,030,830 ​ $ 123,408 ​ $ 1,180,572 ​ $ 125,435 ​ The unrealized losses reported pertaining to available-for-sale securities issued by the U.S. government and its sponsored entities include treasuries, agencies, and mortgage-backed securities issued by Ginnie Mae, Fannie Mae, and Freddie Mac, which are currently rated AAA by Moody’s Investor Services, AA+ by Standard & Poor’s and are guaranteed by the U.S. government. The majority of the obligations of state and political subdivisions carry a credit rating of A or better. Additionally, a portion of the obligations of state and political subdivisions carry a secondary level of credit enhancement. The Company holds two corporate debt securities in an unrealized loss position and, based on an analysis of the financial position of the issuers including financial performance, liquidity and regulatory capital ratios, the issuers of the securities show a remote risk of default. Timely interest payments continue to be made on the securities. The unrealized losses in the portfolios are primarily attributable to changes in interest rates. As such, management does not believe any individual unrealized loss as of March 31, 2025 represents credit losses and no unrealized losses have been recognized in the provision for credit losses. Accordingly, there is no allowance for credit losses on the Company’s available-for-sale portfolio as of March 31, 2025. Accrued interest receivable on available-for-sale debt securities, included in accrued interest and fees receivable on the consolidated statements of condition, totaled $ 8.6 million at March 31, 2025 and is excluded from the estimate of credit losses. 12 Table of Contents Securities classified as held-to-maturity are included under the Current Expected Credit Loss (“CECL”) methodology. Calculation of expected credit loss under CECL is done on a collective (“pooled”) basis, with assets grouped when similar risk characteristics exist. The Company notes that at March 31, 2025, all securities in the held-to-maturity classification are U.S. Treasury securities and government agency mortgage-backed securities; therefore, they share the same risk characteristics and can be evaluated on a collective basis. The expected credit loss on these securities is evaluated based on historical credit losses of this security type and the expected possibility of default in the future as these securities are guaranteed by the U.S. government. U.S. Treasury securities and government agency mortgage-backed securities often receive the highest credit rating by rating agencies and the Company has concluded that the possibility of default is considered remote. The U.S. Treasury securities and government agency mortgage-backed securities held by the Company in the held-to-maturity category carry an AA+ rating from Standard & Poor’s, AAA from Moody’s Investor Services, and AA+ from Fitch. The Company concludes that the long history with no credit losses for these securities (adjusted for current conditions and reasonable and supportable forecasts) indicates an expectation that nonpayment of the amortized cost basis is zero. Management has concluded that the prepayment risk associated with these securities is insignificant and it is expected to recover the recorded investment. Accordingly, there is no allowance for credit losses on the Company’s held-to-maturity debt portfolio as of March 31, 2025. Accrued interest receivable on held-to-maturity debt securities, included in accrued interest and fees receivable on the consolidated statements of condition, totaled $ 3.9 million at March 31, 2025 and is excluded from the estimate of credit losses. The Company has the intent and ability to hold the securities to maturity. The amortized cost and estimated fair value of debt securities at March 31, 2025, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date, including government agency mortgage-backed securities and government agency collateralized mortgage obligations, are shown separately. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held-to-Maturity ​ Available-for-Sale ​ ​ Amortized ​ Fair ​ Amortized ​ Fair (000’s omitted) Cost Value Cost Value Due in one year or less ​ $ 0 ​ $ 0 ​ $ 15,639 ​ $ 15,619 Due after one through five years ​ 0 ​ 0 ​ ​ 1,945,755 ​ ​ 1,814,590 Due after five years through ten years ​ 569,165 ​ 547,361 ​ ​ 374,308 ​ ​ 319,808 Due after ten years ​ 576,901 ​ 511,209 ​ ​ 488,430 ​ ​ 371,157 Subtotal ​ 1,146,066 ​ 1,058,570 ​ ​ 2,824,132 ​ ​ 2,521,174 Government agency mortgage-backed securities ​ 247,771 ​ 247,818 ​ ​ 351,913 ​ ​ 299,791 Government agency collateralized mortgage obligations ​ 0 ​ 0 ​ ​ 6,244 ​ ​ 5,950 Total ​ $ 1,393,837 ​ $ 1,306,388 ​ $ 3,182,289 ​ $ 2,826,915 ​ Investment securities with a carrying value of $ 2.72 billion and $ 2.27 billion at March 31, 2025 and December 31, 2024, respectively, were pledged to collateralize certain deposits and borrowings. Securities pledged to collateralize certain deposits and borrowings included $ 378.7 million and $ 362.1 million of U.S. Treasury securities that were pledged as collateral for securities sold under agreement to repurchase at March 31, 2025 and December 31, 2024, respectively. All securities sold under agreement to repurchase as of March 31, 2025 and December 31, 2024 have an overnight and continuous maturity. ​ 13 Table of Contents NOTE E: LOANS AND ALLOWANCE FOR CREDIT LOSSES The segments of the Company’s loan portfolio are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, (000’s omitted) 2025 2024 CRE – multifamily ​ $ 801,785 ​ $ 724,114 CRE – owner occupied ​ ​ 858,521 ​ ​ 864,783 CRE – non-owner occupied ​ ​ 1,700,913 ​ ​ 1,775,099 Commercial & industrial and other business loans ​ ​ 1,178,783 ​ ​ 1,141,182 Consumer mortgage ​ 3,504,151 ​ 3,489,780 Consumer indirect ​ 1,707,938 ​ 1,767,655 Consumer direct ​ 187,802 ​ 192,327 Home equity ​ 481,248 ​ 477,425 Gross loans, including deferred origination costs ​ 10,421,141 ​ 10,432,365 Allowance for credit losses ​ ( 82,840 ) ​ ( 79,114 ) Loans, net of allowance for credit losses ​ $ 10,338,301 ​ $ 10,353,251 ​ The following table presents the aging of the amortized cost basis of the Company’s past due loans by segment as of March 31, 2025 and December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Past Due ​ 90+ Days Past ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (000’s omitted) ​ 30 – 89 ​ Due and ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ March 31, 2025 Days Still Accruing Nonaccrual Past Due Current Total Loans CRE – multifamily ​ $ 1,025 ​ $ 0 ​ $ 12,500 ​ $ 13,525 ​ $ 788,260 ​ $ 801,785 CRE – owner occupied ​ 1,021 ​ 0 ​ 6,844 ​ 7,865 ​ 850,656 ​ 858,521 CRE – non-owner occupied ​ ​ 10,380 ​ ​ 0 ​ ​ 11,884 ​ ​ 22,264 ​ ​ 1,678,649 ​ ​ 1,700,913 Commercial & industrial and other business loans ​ ​ 3,287 ​ ​ 0 ​ ​ 9,844 ​ ​ 13,131 ​ ​ 1,165,652 ​ ​ 1,178,783 Consumer mortgage ​ ​ 20,927 ​ ​ 4,548 ​ ​ 25,827 ​ ​ 51,302 ​ ​ 3,452,849 ​ ​ 3,504,151 Consumer indirect ​ 18,426 ​ 756 ​ 0 ​ 19,182 ​ 1,688,756 ​ 1,707,938 Consumer direct ​ 1,571 ​ 162 ​ 0 ​ 1,733 ​ 186,069 ​ 187,802 Home equity ​ 2,601 ​ 462 ​ 2,152 ​ 5,215 ​ 476,033 ​ 481,248 Total ​ $ 59,238 ​ $ 5,928 ​ $ 69,051 ​ $ 134,217 ​ $ 10,286,924 ​ $ 10,421,141 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Past Due ​ 90+ Days Past ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (000’s omitted) ​ 30 – 89 ​ Due and ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ December 31, 2024 Days Still Accruing Nonaccrual Past Due Current Total Loans CRE – multifamily ​ $ 184 ​ $ 0 ​ $ 12,316 ​ $ 12,500 ​ $ 711,614 ​ $ 724,114 CRE – owner occupied ​ ​ 690 ​ ​ 0 ​ ​ 7,695 ​ ​ 8,385 ​ ​ 856,398 ​ ​ 864,783 CRE – non-owner occupied ​ ​ 447 ​ ​ 0 ​ ​ 11,826 ​ ​ 12,273 ​ ​ 1,762,826 ​ ​ 1,775,099 Commercial & industrial and other business loans ​ ​ 2,832 ​ ​ 0 ​ ​ 8,122 ​ ​ 10,954 ​ ​ 1,130,228 ​ ​ 1,141,182 Consumer mortgage ​ 24,928 ​ 5,288 ​ 24,389 ​ 54,605 ​ 3,435,175 ​ 3,489,780 Consumer indirect ​ 22,379 ​ 1,227 ​ 0 ​ 23,606 ​ 1,744,049 ​ 1,767,655 Consumer direct ​ 1,747 ​ 106 ​ 0 ​ 1,853 ​ 190,474 ​ 192,327 Home equity ​ 2,739 ​ 379 ​ 2,039 ​ 5,157 ​ 472,268 ​ 477,425 Total ​ $ 55,946 ​ $ 7,000 ​ $ 66,387 ​ $ 129,333 ​ $ 10,303,032 ​ $ 10,432,365 ​ An immaterial amount of interest income on nonaccrual loans was recognized during the three months ended March 31, 2025 and 2024 and an immaterial amount of accrued interest was written off on nonaccrual loans by reversing interest income. The Company uses several credit quality indicators to assess credit risk in an ongoing manner. The Company’s primary credit quality indicator for its business lending portfolio is an internal credit risk rating system that categorizes loans as “pass”, “special mention”, “substandard”, or “doubtful”. Business lending loans under $ 250,000 are assigned either a “pass” or “substandard” risk rating. Credit risk ratings are applied to loans individually based on a case-by-case evaluation. In general, the following are the definitions of the Company’s credit quality indicators: ​ ​ ​ Pass The condition of the borrower and the performance of the loans are satisfactory or better. Special Mention ​ The condition of the borrower has deteriorated and the loan has potential weaknesses, although the loan performs as agreed. Loss may be incurred at some future date if conditions deteriorate further. Substandard ​ The condition of the borrower has significantly deteriorated and the loan has a well-defined weakness or weaknesses. The performance of the loan could further deteriorate and incur loss if deficiencies are not corrected. Doubtful ​ The condition of the borrower has deteriorated to the point that collection of the balance is improbable based on current facts and conditions and loss is likely. 14 Table of Contents The following tables show the amount of business lending loans by credit quality category at March 31, 2025 and December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving ​ Revolving ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ Loans ​ ​ ​ (000’s omitted) ​ Term Loans Amortized Cost Basis by Origination Year ​ Amortized ​ Converted ​ ​ ​ March 31, 2025 2025 2024 2023 2022 2021 Prior Cost Basis to Term Total CRE – multifamily: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 6,613 ​ $ 24,585 ​ $ 92,533 ​ $ 140,957 ​ $ 40,260 ​ $ 145,603 ​ $ 103,992 ​ $ 167,677 ​ $ 722,220 Special mention ​ 0 ​ 0 ​ 8,633 ​ 0 ​ 9,209 ​ 2,101 ​ 6,500 ​ ​ 25,215 ​ 51,658 Substandard ​ 0 ​ 0 ​ 0 ​ 7,204 ​ 1,565 ​ 6,428 ​ 641 ​ ​ 9,293 ​ 25,131 Doubtful ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ ​ 2,776 ​ 2,776 Total CRE – multifamily ​ $ 6,613 ​ $ 24,585 ​ $ 101,166 ​ $ 148,161 ​ $ 51,034 ​ $ 154,132 ​ $ 111,133 ​ $ 204,961 ​ $ 801,785 Current period gross charge-offs (1) ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CRE – owner occupied: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 9,598 ​ $ 94,270 ​ $ 49,389 ​ $ 75,085 ​ $ 51,744 ​ $ 255,789 ​ $ 40,994 ​ $ 199,615 ​ $ 776,484 Special mention ​ 0 ​ 6,990 ​ 4,289 ​ 1,929 ​ 1,449 ​ 5,379 ​ 419 ​ ​ 28,754 ​ 49,209 Substandard ​ 0 ​ 0 ​ 984 ​ 7,023 ​ 948 ​ 17,405 ​ 414 ​ ​ 6,054 ​ 32,828 Doubtful ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ ​ 0 ​ 0 Total CRE – owner occupied ​ $ 9,598 ​ $ 101,260 ​ $ 54,662 ​ $ 84,037 ​ $ 54,141 ​ $ 278,573 ​ $ 41,827 ​ $ 234,423 ​ $ 858,521 Current period gross charge-offs (1) ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 19 ​ $ 0 ​ $ 9 ​ $ 0 ​ $ 0 ​ $ 28 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CRE – non-owner occupied: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 10,846 ​ $ 94,726 ​ $ 115,159 ​ $ 192,524 ​ $ 115,053 ​ $ 372,652 ​ $ 338,646 ​ $ 241,792 ​ $ 1,481,398 Special mention ​ 0 ​ 1,850 ​ 4,311 ​ 4,741 ​ 392 ​ 19,907 ​ 39,563 ​ ​ 23,437 ​ 94,201 Substandard ​ 0 ​ 0 ​ 10,784 ​ 45,472 ​ 1,797 ​ 13,101 ​ 24,195 ​ ​ 25,268 ​ 120,617 Doubtful ​ 0 ​ 0 ​ 0 ​ 0 ​ 1,111 ​ 0 ​ 0 ​ ​ 3,586 ​ 4,697 Total CRE – non-owner occupied ​ $ 10,846 ​ $ 96,576 ​ $ 130,254 ​ $ 242,737 ​ $ 118,353 ​ $ 405,660 ​ $ 402,404 ​ $ 294,083 ​ $ 1,700,913 Current period gross charge-offs (1) ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial and other business loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 48,502 ​ $ 251,319 ​ $ 59,829 ​ $ 81,518 ​ $ 63,726 ​ $ 106,535 ​ $ 400,133 ​ $ 80,679 ​ $ 1,092,241 Special mention ​ 1,220 ​ 5,537 ​ 391 ​ 3,083 ​ 647 ​ 609 ​ 10,049 ​ ​ 7,197 ​ 28,733 Substandard ​ 101 ​ 1,489 ​ 16,624 ​ 3,815 ​ 2,717 ​ 3,817 ​ 24,129 ​ ​ 4,737 ​ 57,429 Doubtful ​ 0 ​ 0 ​ 193 ​ 0 ​ 0 ​ 0 ​ 0 ​ ​ 187 ​ 380 Total commercial & industrial and other business loans ​ $ 49,823 ​ $ 258,345 ​ $ 77,037 ​ $ 88,416 ​ $ 67,090 ​ $ 110,961 ​ $ 434,311 ​ $ 92,800 ​ $ 1,178,783 Current period gross charge-offs (1) ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 81 ​ $ 51 ​ $ 121 ​ $ 442 ​ $ 695 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total business lending: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 75,559 ​ $ 464,900 ​ $ 316,910 ​ $ 490,084 ​ $ 270,783 ​ $ 880,579 ​ $ 883,765 ​ $ 689,763 ​ $ 4,072,343 Special mention ​ 1,220 ​ 14,377 ​ 17,624 ​ 9,753 ​ 11,697 ​ 27,996 ​ 56,531 ​ ​ 84,603 ​ 223,801 Substandard ​ 101 ​ 1,489 ​ 28,392 ​ 63,514 ​ 7,027 ​ 40,751 ​ 49,379 ​ ​ 45,352 ​ 236,005 Doubtful ​ 0 ​ 0 ​ 193 ​ 0 ​ 1,111 ​ 0 ​ 0 ​ ​ 6,549 ​ 7,853 Total business lending ​ $ 76,880 ​ $ 480,766 ​ $ 363,119 ​ $ 563,351 ​ $ 290,618 ​ $ 949,326 ​ $ 989,675 ​ $ 826,267 ​ $ 4,540,002 Current period gross charge-offs (1) ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 19 ​ $ 81 ​ $ 60 ​ $ 121 ​ $ 442 ​ $ 723 (1) For the three months ended March 31, 2025. 15 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving ​ Revolving ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ Loans ​ ​ ​ (000’s omitted) ​ Term Loans Amortized Cost Basis by Origination Year ​ Amortized ​ Converted ​ ​ ​ December 31, 2024 2024 2023 2022 2021 2020 Prior Cost Basis to Term Total CRE – multifamily: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 24,631 ​ $ 101,868 ​ $ 141,997 ​ $ 50,421 ​ $ 16,827 ​ $ 134,788 ​ $ 63,401 ​ $ 146,565 ​ $ 680,498 Special mention ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 1,865 ​ 1,500 ​ ​ 14,030 ​ 17,395 Substandard ​ 0 ​ 0 ​ 7,232 ​ 1,580 ​ 60 ​ 4,639 ​ 641 ​ ​ 9,293 ​ 23,445 Doubtful ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ ​ 2,776 ​ 2,776 Total CRE – multifamily ​ $ 24,631 ​ $ 101,868 ​ $ 149,229 ​ $ 52,001 ​ $ 16,887 ​ $ 141,292 ​ $ 65,542 ​ $ 172,664 ​ $ 724,114 Current period gross charge-offs (1) ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 62 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 62 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CRE – owner occupied: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 101,325 ​ $ 50,104 ​ $ 76,554 ​ $ 52,518 ​ $ 36,798 ​ $ 233,701 ​ $ 68,794 ​ $ 171,660 ​ $ 791,454 Special mention ​ 744 ​ 4,726 ​ 2,076 ​ 1,474 ​ 1,407 ​ 4,679 ​ 430 ​ ​ 23,107 ​ 38,643 Substandard ​ 0 ​ 1,792 ​ 7,565 ​ 978 ​ 2,123 ​ 15,137 ​ 1,112 ​ ​ 5,979 ​ 34,686 Doubtful ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ ​ 0 ​ 0 Total CRE – owner occupied ​ $ 102,069 ​ $ 56,622 ​ $ 86,195 ​ $ 54,970 ​ $ 40,328 ​ $ 253,517 ​ $ 70,336 ​ $ 200,746 ​ $ 864,783 Current period gross charge-offs (1) ​ $ 0 ​ $ 806 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 806 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CRE – non-owner occupied: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 98,845 ​ $ 120,244 ​ $ 193,914 ​ $ 115,990 ​ $ 86,279 ​ $ 296,787 ​ $ 418,515 ​ $ 230,482 ​ $ 1,561,056 Special mention ​ 2,007 ​ 377 ​ 50,868 ​ 1,264 ​ 259 ​ 20,210 ​ 20,960 ​ ​ 23,600 ​ 119,545 Substandard ​ 0 ​ 10,887 ​ 284 ​ 1,846 ​ 351 ​ 13,023 ​ 23,816 ​ ​ 43,425 ​ 93,632 Doubtful ​ 0 ​ 0 ​ 0 ​ 866 ​ 0 ​ 0 ​ 0 ​ ​ 0 ​ 866 Total CRE – non-owner occupied ​ $ 100,852 ​ $ 131,508 ​ $ 245,066 ​ $ 119,966 ​ $ 86,889 ​ $ 330,020 ​ $ 463,291 ​ $ 297,507 ​ $ 1,775,099 Current period gross charge-offs (1) ​ $ 0 ​ $ 412 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 77 ​ $ 0 ​ $ 554 ​ $ 1,043 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial & industrial and other business loans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 267,499 ​ $ 67,503 ​ $ 92,315 ​ $ 69,456 ​ $ 24,072 ​ $ 88,204 ​ $ 390,217 ​ $ 56,971 ​ $ 1,056,237 Special mention ​ 6,078 ​ 445 ​ 1,673 ​ 1,022 ​ 2 ​ 1,889 ​ 12,468 ​ ​ 7,608 ​ 31,185 Substandard ​ 1,575 ​ 16,588 ​ 3,743 ​ 1,458 ​ 397 ​ 3,261 ​ 20,842 ​ ​ 5,896 ​ 53,760 Doubtful ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ 0 ​ ​ 0 ​ 0 Total commercial & industrial and other business loans ​ $ 275,152 ​ $ 84,536 ​ $ 97,731 ​ $ 71,936 ​ $ 24,471 ​ $ 93,354 ​ $ 423,527 ​ $ 70,475 ​ $ 1,141,182 Current period gross charge-offs (1) ​ $ 0 ​ $ 64 ​ $ 119 ​ $ 114 ​ $ 0 ​ $ 23 ​ $ 924 ​ $ 2 ​ $ 1,246 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total business lending: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Risk rating ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Pass ​ $ 492,300 ​ $ 339,719 ​ $ 504,780 ​ $ 288,385 ​ $ 163,976 ​ $ 753,480 ​ $ 940,927 ​ $ 605,678 ​ $ 4,089,245 Special mention ​ 8,829 ​ 5,548 ​ 54,617 ​ 3,760 ​ 1,668 ​ 28,643 ​ 35,358 ​ ​ 68,345 ​ 206,768 Substandard ​ 1,575 ​ 29,267 ​ 18,824 ​ 5,862 ​ 2,931 ​ 36,060 ​ 46,411 ​ ​ 64,593 ​ 205,523 Doubtful ​ 0 ​ 0 ​ 0 ​ 866 ​ 0 ​ 0 ​ 0 ​ ​ 2,776 ​ 3,642 Total business lending ​ $ 502,704 ​ $ 374,534 ​ $ 578,221 ​ $ 298,873 ​ $ 168,575 ​ $ 818,183 ​ $ 1,022,696 ​ $ 741,392 ​ $ 4,505,178 Current period gross charge-offs (1) ​ $ 0 ​ $ 1,282 ​ $ 119 ​ $ 176 ​ $ 0 ​ $ 100 ​ $ 924 ​ $ 556 ​ $ 3,157 (1) For the year ended December 31, 2024. ​ All other loans are underwritten and structured using standardized criteria and characteristics, primarily payment performance, and are monitored collectively on a monthly basis. These are typically loans to individuals in the consumer categories and are delineated as either performing or nonperforming. Performing loans include loans classified as current as well as those classified as 30 - 89 days past due. Nonperforming loans include 90+ days past due and still accruing and nonaccrual loans. 16 Table of Contents The following tables detail the balances in all other loan categories at March 31, 2025 and December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving ​ Revolving ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ Loans ​ ​ ​ (000’s omitted) ​ Term Loans Amortized Cost Basis by Origination Year ​ Amortized ​ Converted ​ ​ ​ March 31, 2025 2025 2024 2023 2022 2021 Prior Cost Basis to Term Total Consumer mortgage: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FICO AB (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performing ​ $ 60,178 ​ $ 299,952 ​ $ 322,898 ​ $ 318,894 ​ $ 412,017 ​ $ 821,491 ​ $ 3,652 ​ $ 128,991 ​ $ 2,368,073 Nonperforming ​ 0 ​ 168 ​ 0 ​ 473 ​ 895 ​ 4,531 ​ 0 ​ ​ 0 ​ 6,067 Total FICO AB ​ 60,178 ​ 300,120 ​ 322,898 ​ 319,367 ​ 412,912 ​ 826,022 ​ 3,652 ​ ​ 128,991 ​ 2,374,140 FICO CDE (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performing ​ 21,049 ​ 152,612 ​ 136,904 ​ 135,931 ​ 146,613 ​ 436,049 ​ 27,992 ​ ​ 48,553 ​ 1,105,703 Nonperforming ​ 0 ​ 851 ​ 1,891 ​ 4,717 ​ 2,023 ​ 13,818 ​ 0 ​ ​ 1,008 ​ 24,308 Total FICO CDE ​ 21,049 ​ 153,463 ​ 138,795 ​ 140,648 ​ 148,636 ​ 449,867 ​ 27,992 ​ ​ 49,561 ​ 1,130,011 Total consumer mortgage ​ $ 81,227 ​ $ 453,583 ​ $ 461,693 ​ $ 460,015 ​ $ 561,548 ​ $ 1,275,889 ​ $ 31,644 ​ $ 178,552 ​ $ 3,504,151 Current period gross charge-offs (3) ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 5 ​ $ 0 ​ $ 0 ​ $ 5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer indirect: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performing ​ $ 118,243 ​ $ 609,988 ​ $ 443,322 ​ $ 337,193 ​ $ 129,676 ​ $ 68,760 ​ $ 0 ​ $ 0 ​ $ 1,707,182 Nonperforming ​ 0 ​ 110 ​ 357 ​ 182 ​ 46 ​ 61 ​ 0 ​ ​ 0 ​ 756 Total consumer indirect ​ $ 118,243 ​ $ 610,098 ​ $ 443,679 ​ $ 337,375 ​ $ 129,722 ​ $ 68,821 ​ $ 0 ​ $ 0 ​ $ 1,707,938 Current period gross charge-offs (3) ​ $ 0 ​ $ 1,227 ​ $ 1,260 ​ $ 718 ​ $ 460 ​ $ 300 ​ $ 0 ​ $ 0 ​ $ 3,965 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer direct: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performing ​ $ 21,894 ​ $ 72,296 ​ $ 43,268 ​ $ 25,917 ​ $ 10,148 ​ $ 7,569 ​ $ 6,548 ​ $ 0 ​ $ 187,640 Nonperforming ​ 0 ​ 6 ​ 12 ​ 19 ​ 22 ​ 57 ​ 46 ​ ​ 0 ​ 162 Total consumer direct ​ $ 21,894 ​ $ 72,302 ​ $ 43,280 ​ $ 25,936 ​ $ 10,170 ​ $ 7,626 ​ $ 6,594 ​ $ 0 ​ $ 187,802 Current period gross charge-offs (3) ​ $ 0 ​ $ 171 ​ $ 150 ​ $ 149 ​ $ 23 ​ $ 19 ​ $ 48 ​ $ 0 ​ $ 560 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home equity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performing ​ $ 12,391 ​ $ 67,623 ​ $ 52,284 ​ $ 52,975 ​ $ 51,535 ​ $ 78,305 ​ $ 138,940 ​ $ 24,581 ​ $ 478,634 Nonperforming ​ 0 ​ 32 ​ 336 ​ 359 ​ 71 ​ 786 ​ 838 ​ ​ 192 ​ 2,614 Total home equity ​ $ 12,391 ​ $ 67,655 ​ $ 52,620 ​ $ 53,334 ​ $ 51,606 ​ $ 79,091 ​ $ 139,778 ​ $ 24,773 ​ $ 481,248 Current period gross charge-offs (3) ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 7 ​ $ 0 ​ $ 7 (1) FICO AB refers to higher tiered loans with FICO scores greater than or equal to 720. (2) FICO CDE refers to loans with FICO scores less than 720 and potentially higher risk. (3) For the three months ended March 31, 2025. ​ 17 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving ​ Revolving ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans ​ Loans ​ ​ ​ (000’s omitted) ​ Term Loans Amortized Cost Basis by Origination Year ​ Amortized ​ Converted ​ ​ ​ December 31, 2024 2024 2023 2022 2021 2020 Prior Cost Basis to Term Total Consumer mortgage: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FICO AB (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performing ​ $ 312,040 ​ $ 327,737 ​ $ 325,563 ​ $ 418,887 ​ $ 182,058 ​ $ 665,652 ​ $ 2,501 ​ $ 124,134 ​ $ 2,358,572 Nonperforming ​ 0 ​ 0 ​ 669 ​ 748 ​ 521 ​ 4,476 ​ 0 ​ ​ 0 ​ 6,414 Total FICO AB ​ 312,040 ​ 327,737 ​ 326,232 ​ 419,635 ​ 182,579 ​ 670,128 ​ 2,501 ​ ​ 124,134 ​ 2,364,986 FICO CDE (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performing ​ 149,322 ​ 139,294 ​ 138,007 ​ 151,769 ​ 93,797 ​ 352,517 ​ 33,678 ​ ​ 43,147 ​ 1,101,531 Nonperforming ​ 564 ​ 1,815 ​ 3,932 ​ 1,483 ​ 2,076 ​ 12,282 ​ 0 ​ ​ 1,111 ​ 23,263 Total FICO CDE ​ 149,886 ​ 141,109 ​ 141,939 ​ 153,252 ​ 95,873 ​ 364,799 ​ 33,678 ​ ​ 44,258 ​ 1,124,794 Total consumer mortgage ​ $ 461,926 ​ $ 468,846 ​ $ 468,171 ​ $ 572,887 ​ $ 278,452 ​ ​ 1,034,927 ​ $ 36,179 ​ $ 168,392 ​ $ 3,489,780 Current period gross charge-offs (3) ​ $ 0 ​ $ 141 ​ $ 30 ​ $ 1 ​ $ 20 ​ $ 192 ​ $ 0 ​ $ 0 ​ $ 384 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer indirect: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performing ​ $ 656,284 ​ $ 492,192 ​ $ 380,652 ​ $ 153,977 ​ $ 32,812 ​ $ 50,511 ​ $ 0 ​ $ 0 ​ $ 1,766,428 Nonperforming ​ 118 ​ 461 ​ 453 ​ 141 ​ 34 ​ 20 ​ 0 ​ ​ 0 ​ 1,227 Total consumer indirect ​ $ 656,402 ​ $ 492,653 ​ $ 381,105 ​ $ 154,118 ​ $ 32,846 ​ $ 50,531 ​ $ 0 ​ $ 0 ​ $ 1,767,655 Current period gross charge-offs (3) ​ $ 1,468 ​ $ 3,039 ​ $ 3,789 ​ $ 1,592 ​ $ 499 ​ $ 1,220 ​ $ 0 ​ $ 0 ​ $ 11,607 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consumer direct: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performing ​ $ 84,114 ​ $ 49,126 ​ $ 30,424 ​ $ 12,534 ​ $ 3,374 ​ $ 5,527 ​ $ 7,122 ​ $ 0 ​ $ 192,221 Nonperforming ​ 22 ​ 21 ​ 2 ​ 17 ​ 0 ​ 8 ​ 36 ​ ​ 0 ​ 106 Total consumer direct ​ $ 84,136 ​ $ 49,147 ​ $ 30,426 ​ $ 12,551 ​ $ 3,374 ​ $ 5,535 ​ $ 7,158 ​ $ 0 ​ $ 192,327 Current period gross charge-offs (3) ​ $ 176 ​ $ 1,072 ​ $ 664 ​ $ 389 ​ $ 74 ​ $ 118 ​ $ 251 ​ $ 0 ​ $ 2,744 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Home equity: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Performing ​ $ 68,249 ​ $ 53,612 ​ $ 54,754 ​ $ 53,466 ​ $ 26,456 ​ $ 56,072 ​ $ 137,448 ​ $ 24,950 ​ $ 475,007 Nonperforming ​ 32 ​ 234 ​ 225 ​ 43 ​ 282 ​ 534 ​ 850 ​ ​ 218 ​ 2,418 Total home equity ​ $ 68,281 ​ $ 53,846 ​ $ 54,979 ​ $ 53,509 ​ $ 26,738 ​ $ 56,606 ​ $ 138,298 ​ $ 25,168 ​ $ 477,425 Current period gross charge-offs (3) ​ $ 0 ​ $ 0 ​ $ 23 ​ $ 0 ​ $ 8 ​ $ 41 ​ $ 92 ​ $ 0 ​ $ 164 (1) FICO AB refers to higher tiered loans with FICO scores greater than or equal to 720. (2) FICO CDE refers to loans with FICO scores less than 720 and potentially higher risk. (3) For the year ended December 31, 2024. ​ 18 Table of Contents Business lending loans greater than $ 500,000 that are on nonaccrual are individually assessed, and if necessary, a specific allocation of the allowance for credit losses is provided. If management determines that foreclosure is probable, expected credit losses for collateral dependent loans are based on the fair value of the collateral at the reporting date, adjusted for estimated selling costs as appropriate. A loan is considered collateral dependent when the borrower is experiencing financial difficulty and the loan is expected to be repaid substantially through the operation or sale of the collateral. The collateral for individually assessed CRE non-owner occupied loans consists mainly of mixed use office properties associated with two customers. Individually assessed CRE multifamily loans consists of a rental apartment property associated with one customer. A summary of individually assessed business loans as of March 31, 2025 and December 31, 2024 follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ Specifically ​ ​ ​ ​ ​ Specifically ​ ​ Carrying ​ Contractual ​ Allocated ​ Carrying ​ Contractual ​ Allocated (000’s omitted) Balance Balance Allowance Balance Balance Allowance Loans with allowance allocation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CRE – multifamily ​ $ 12,068 ​ $ 12,068 ​ $ 2,764 ​ $ 12,068 ​ $ 12,068 ​ $ 2,764 CRE – non-owner occupied ​ ​ 10,075 ​ ​ 10,270 ​ ​ 4,721 ​ ​ 10,075 ​ ​ 10,270 ​ ​ 864 Commercial & industrial and other business loans ​ 1,680 ​ 1,880 ​ ​ 383 ​ ​ 0 ​ ​ 0 ​ ​ 0 Total ​ $ 23,823 ​ $ 24,218 ​ $ 7,868 ​ $ 22,143 ​ $ 22,338 ​ $ 3,628 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loans without allowance allocation: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CRE – owner occupied ​ $ 6,497 ​ $ 6,497 ​ $ 0 ​ $ 7,554 ​ $ 8,360 ​ $ 0 CRE – non-owner occupied ​ ​ 1,563 ​ ​ 2,590 ​ ​ 0 ​ ​ 1,592 ​ ​ 2,606 ​ ​ 0 Commercial & industrial and other business loans ​ ​ 7,616 ​ ​ 7,616 ​ ​ 0 ​ ​ 7,672 ​ ​ 7,672 ​ ​ 0 Total ​ $ 15,676 ​ $ 16,703 ​ $ 0 ​ $ 16,818 ​ $ 18,638 ​ $ 0 ​ The average carrying balance of individually assessed loans was $ 39.8 million and $ 14.5 million for the three months ended March 31, 2025 and 2024, respectively. An immaterial amount of interest income was recognized on individually assessed loans for the three months ended March 31, 2025 and 2024. Occasionally, the Company modifies loans to borrowers experiencing financial difficulty by providing principal forgiveness, term extension, payment delay, or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses. In some cases, the Company provides multiple types of modifications on one loan. Typically, one type of modification, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another modification, such as principal forgiveness, may be granted. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. The estimate of allowance for credit losses includes historical losses from loans that were modified due to borrower financial difficulty, therefore a charge to the allowance for credit losses is generally not recorded upon modification. 19 Table of Contents The following table presents the amortized cost basis of loans at March 31, 2025 and 2024 that were both experiencing financial difficulty and modified during the three months ended March 31, 2025 and 2024, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers experiencing financial difficulty as compared to the amortized cost basis of each class of financing receivable is also presented below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended Three Months Ended ​ ​ March 31, 2025 March 31, 2024 ​ ​ ​ ​ ​ Total Class of ​ ​ Total Class of ​ ​ Term ​ Financing Term ​ Financing (000s omitted except for percentages) Extension Receivable Extension Receivable CRE – owner occupied ​ $ 0 0.00 % ​ $ 353 0.05 % CRE – non-owner occupied ​ ​ 0 ​ 0.00 % ​ ​ 224 ​ 0.01 % Commercial & industrial and other business loans ​ ​ 0 ​ 0.00 % ​ ​ 108 ​ 0.00 % Consumer mortgage ​ ​ 449 ​ 0.01 % ​ ​ 0 ​ 0.00 % Total ​ $ 449 0.01 % ​ $ 685 0.01 % ​ The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified in the last 12 months. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ 90+ Days Past ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Past Due 30 – ​ Due and Still ​ Non- ​ ​ ​ (000s omitted) Current 89 Days Accruing Accrual Total CRE – owner occupied ​ $ 981 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 981 CRE – non-owner occupied ​ ​ 21,145 ​ ​ 0 ​ ​ 0 ​ ​ 0 ​ ​ 21,145 Commercial & industrial and other business loans ​ ​ 37 ​ ​ 0 ​ ​ 0 ​ ​ 288 ​ ​ 325 Consumer mortgage ​ 156 ​ 0 ​ 169 ​ 492 ​ 817 Home equity ​ 0 ​ 0 ​ 0 ​ 22 ​ 22 Total ​ $ 22,319 ​ $ 0 ​ $ 169 ​ $ 802 ​ $ 23,290 ​ The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty during the three months ended March 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ ​ March 31, 2025 ​ March 31, 2024 ​ ​ Weighted- ​ Weighted- ​ ​ Average Term ​ Average Term ​ Extension (Years) Extension (Years) CRE – owner occupied 0.0 1.7 CRE – non-owner occupied 0.0 8.5 Commercial & industrial and other business loans ​ 0.0 ​ 3.8 Consumer mortgage ​ 15.3 ​ 0.0 Total 15.3 4.2 ​ There were no loans modified to borrowers with financial difficulty that had a payment default subsequent to modification during the three months ended March 31, 2025 and 2024. ​ 20 Table of Contents Allowance for Credit Losses The following presents by loan segment the activity in the allowance for credit losses during the three months ended March 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2025 ​ ​ Beginning ​ Charge- ​ ​ ​ ​ ​ ​ ​ Ending (000’s omitted) balance offs Recoveries Provision balance Business lending ​ $ 37,201 ​ $ ( 723 ) ​ $ 99 ​ $ 6,411 ​ $ 42,988 Consumer mortgage ​ 15,017 ​ ( 5 ) ​ 6 ​ ( 1,339 ) ​ 13,679 Consumer indirect ​ 20,895 ​ ( 3,965 ) ​ 1,694 ​ 1,122 ​ 19,746 Consumer direct ​ 3,453 ​ ( 560 ) ​ 232 ​ 908 ​ 4,033 Home equity ​ 1,548 ​ ( 7 ) ​ 0 ​ ( 147 ) ​ 1,394 Unallocated ​ 1,000 ​ 0 ​ 0 ​ 0 ​ 1,000 Allowance for credit losses – loans ​ 79,114 ​ ( 5,260 ) ​ 2,031 ​ 6,955 ​ 82,840 Liabilities for off-balance-sheet credit exposures ​ 1,132 ​ 0 ​ 0 ​ ( 265 ) ​ 867 Total allowance for credit losses ​ $ 80,246 ​ $ ( 5,260 ) ​ $ 2,031 ​ $ 6,690 ​ $ 83,707 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, 2024 ​ ​ Beginning ​ Charge- ​ ​ ​ ​ ​ ​ ​ Ending (000’s omitted) balance offs Recoveries Provision balance Business lending ​ $ 26,854 ​ $ ( 261 ) ​ $ 39 ​ $ 2,739 ​ $ 29,371 Consumer mortgage ​ ​ 15,333 ​ ​ ( 93 ) ​ ​ 3 ​ ​ ( 753 ) ​ ​ 14,490 Consumer indirect ​ 18,585 ​ ( 3,060 ) ​ 1,209 ​ 3,560 ​ 20,294 Consumer direct ​ 3,269 ​ ( 873 ) ​ 215 ​ 744 ​ 3,355 Home equity ​ 1,628 ​ ( 23 ) ​ 3 ​ ( 27 ) ​ 1,581 Unallocated ​ 1,000 ​ 0 ​ 0 ​ 0 ​ 1,000 Allowance for credit losses – loans ​ 66,669 ​ ( 4,310 ) ​ 1,469 ​ 6,263 ​ 70,091 Liabilities for off-balance-sheet credit exposures ​ 913 ​ 0 ​ 0 ​ ( 115 ) ​ 798 Total allowance for credit losses ​ $ 67,582 ​ $ ( 4,310 ) ​ $ 1,469 ​ $ 6,148 ​ $ 70,889 ​ The allowance for credit losses increased to $ 82.8 million at March 31, 2025 compared to $ 79.1 million at December 31, 2024 and $70.1 million at March 31, 2024, reflective of an increase for a specific reserve on one non-owner occupied CRE loan relationship placed on nonaccrual status during the fourth quarter of 2023, increased economic uncertainty and an additional qualitative factor for business lending related to an increase in size and volume of new loans. Accrued interest receivable on loans, included in accrued interest and fees receivable on the consolidated statements of condition, totaled $ 35.8 million at March 31, 2025, and is excluded from the estimate of credit losses and amortized cost basis of loans. 21 Table of Contents The Company utilizes the historical loss rate on its loan portfolio as the initial basis for the estimate of credit losses using the cumulative loss, vintage loss and line loss methods, which is derived from the Company’s historical loss experience. To address changes and trends in current period credit metrics, qualitative adjustments to historical loss experience were made for differences in current loan-specific risk characteristics and to address current period delinquencies, charge-off rates, risk ratings, lack of loan level data through an entire economic cycle, changes in loan sizes and underwriting standards as well as the addition of acquired loans which were not underwritten by the Company. The Company considered historical losses immediately prior, through and following the Great Recession compared to the historical period used for modeling to adjust the historical information to account for longer-term expectations for loan credit performance. Under CECL, the Company is required to consider future economic conditions to determine current expected credit losses. Management selected an eight-quarter reasonable and supportable forecast period with a four-quarter reversion to the historical mean to use as part of the economic forecast and utilizes a two-quarter lag adjustment for economic factors that are not dependent on collateral values, and no lag for factors that utilize collateral values. Management determined that these qualitative adjustments were needed to adjust historical information for expected losses and to reflect changes as a result of current conditions. For qualitative macroeconomic adjustments, the Company uses third party forecasted economic data scenarios utilizing a base scenario and two alternative scenarios that are weighted, with forecasts available as of March 31, 2025. These forecasts were factored into the qualitative portion of the calculation of the estimated credit losses and include the impact of a decline in residential real estate and vehicle prices as well as inflation. The scenarios utilized forecast modest growth in auto and commercial real estate prices, stable unemployment levels and GDP growth, offset by a decline in housing and real household income growth. Management developed expected loss estimates considering factors for segments as outlined below: ● Business lending – non real estate: The Company selected projected unemployment and GDP as indicators of forecasted losses related to business lending and utilize both factors in an even weight for the calculation. The Company also considered delinquencies, risk rating changes, recent charge-off history and acquired loans as part of the review of estimated losses. ● Business lending – real estate: The Company selected projected unemployment and commercial real estate values as indicators of forecasted losses related to commercial real estate loans and utilize both factors in an even weight for the calculation. For office specific properties, the Company selected projected office specific commercial real estate values and vacancy rates and utilize both factors in an even weight for the calculation. The Company also considered the factors noted in business lending – non real estate. ● Consumer mortgages and home equity: The Company selected projected unemployment and residential real estate values as indicators of forecasted losses related to mortgage lending and utilize both factors in an even weight for the calculation. In addition, current delinquencies, charge-offs and acquired loans were considered. ● Consumer indirect: The Company selected projected unemployment and vehicle valuation indices as indicators of forecasted losses related to indirect lending and utilize both factors in an even weight for the calculation. In addition, current delinquencies, charge-offs and acquired loans were considered. ● Consumer direct: The Company selected projected unemployment and inflation-adjusted household income as indicators of forecasted losses related to consumer direct lending and utilize both factors in an even weight for the calculation. In addition, current delinquencies, charge-offs and acquired loans were considered. At March 31, 2025 and December 31, 2024, loans with a carrying amount of approximately $ 6.67 billion and $ 6.72 billion, respectively, were pledged for the availability to secure certain borrowings with the FHLB and FRB. There were $ 586.2 million and $ 610.0 million of borrowings outstanding under these arrangements at March 31, 2025 and December 31, 2024, respectively. At March 31, 2025 and December 31, 2024, there were foreclosures in process of $ 6.4 million and $ 6.3 million, respectively. During the three months ended March 31, 2025, the Company did not purchase any loans, while the Company sold $ 17.6 million of secondary market eligible residential consumer mortgage loans during the period. 22 Table of Contents NOTE F: GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS The gross carrying amount and accumulated amortization for each type of identifiable intangible asset are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 December 31, 2024 ​ ​ Gross ​ ​ ​ ​ Net ​ Gross ​ ​ ​ ​ Net ​ Carrying Accumulated Carrying Carrying Accumulated Carrying (000’s omitted) ​ Amount Amortization Amount Amount Amortization Amount Amortizing intangible assets: ​ ​ ​ ​ ​ ​ ​ Core deposit intangibles ​ $ 77,373 ​ $ ( 72,874 ) ​ $ 4,499 ​ $ 77,373 ​ $ ( 72,225 ) ​ $ 5,148 Other intangibles ​ 136,879 ​ ( 95,568 ) ​ 41,311 ​ 135,833 ​ ( 92,735 ) ​ 43,098 Total amortizing intangibles ​ $ 214,252 ​ $ ( 168,442 ) ​ $ 45,810 ​ $ 213,206 ​ $ ( 164,960 ) ​ $ 48,246 ​ The estimated aggregate amortization expense for each of the five succeeding fiscal years ended December 31 is as follows: ​ ​ ​ ​ ​ (000’s omitted) Apr - Dec 2025 ​ $ 9,465 2026 ​ ​ 11,396 2027 ​ 5,547 2028 ​ 4,208 2029 ​ 3,484 Thereafter ​ 11,710 Total ​ $ 45,810 ​ Shown below are the components of the Company’s goodwill at December 31, 2024 and March 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additions/ ​ ​ (000’s omitted) December 31, 2024 Adjustments March 31, 2025 Goodwill ​ $ 853,225 ​ $ 1,297 ​ $ 854,522 ​ ​ ​ NOTE G: BORROWINGS During the first quarter of 2025, the Company entered into a new parent company unsecured committed revolving line of credit facility with a commercial bank in an amount of up to $ 50.0 million to be available for use for general corporate purposes including potential future merger and acquisition activity by its non-Bank subsidiaries. Outstanding borrowings under the revolving line of credit facility will bear interest at either fixed rates determined at closing or floating rates at the monthly Secured Overnight Financing Rate plus 2.25 % at the option of the Company. The revolving line of credit facility will mature on February 25, 2026, subject to a 364 day extension with opt-out provided for by either party to the agreement and includes certain financial covenants. The Company has determined it is in compliance with these covenants as of March 31, 2025. During 2024, the Company secured $ 250.0 million of fixed rate FHLB term borrowings. The borrowings consist of: three $ 50.0 million advances that are putable at the option of the FHLB in June 2025 and mature in June 2027 if the option is not exercised, at interest rates ranging from 4.38 % to 4.47 %; one $ 100.0 million advance that is putable at the option of the FHLB in August 2025 and matures in August 2027 if the option is not exercised, at a rate of 3.73 %. The Company also secured $ 300.0 million in short-term borrowings through the Bank Term Funding Program at the Federal Reserve at a rate of 4.87 %, to fund expected net loan growth. These short-term borrowings matured during March 2024 and the Bank Term Funding Program has ceased making new loans as of March 11, 2024. ​ ​ NOTE H: EARNINGS PER SHARE The two class method is used in the calculations of basic and diluted earnings per share. Under the two class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared and participation rights in undistributed earnings. The Company has determined that all of its outstanding non-vested stock awards are participating securities as of March 31, 2025. 23 Table of Contents Basic earnings per share are computed based on the weighted-average of the common shares outstanding for the period. Diluted earnings per share are based on the weighted-average of the shares outstanding and the assumed exercise of stock options during the year. The dilutive effect of options is calculated using the treasury stock method of accounting. The treasury stock method determines the number of common shares that would be outstanding if all the dilutive options were exercised and the proceeds were used to repurchase common shares in the open market at the average market price for the applicable time period. There were approximately 0.2 million weighted-average anti-dilutive stock options outstanding for the three months ended March 31, 2025. At March 31, 2024, weighted average anti-dilutive stock options outstanding were immaterial and were not included in the calculation below. The following is a reconciliation of basic to diluted earnings per share for the three months ended March 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, (000’s omitted, except per share data) 2025 2024 Net income ​ $ 49,614 ​ $ 40,872 Income attributable to unvested stock-based compensation awards ​ ( 198 ) ​ ( 111 ) Income available to common shareholders ​ $ 49,416 ​ $ 40,761 ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding – basic ​ 52,715 ​ 53,228 Basic earnings per share ​ $ 0.94 ​ $ 0.77 ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 49,614 ​ $ 40,872 Income attributable to unvested stock-based compensation awards ​ ( 198 ) ​ ( 111 ) Income available to common shareholders ​ $ 49,416 ​ $ 40,761 ​ ​ ​ ​ ​ ​ ​ Weighted-average common shares outstanding – basic ​ 52,715 ​ 53,228 Assumed exercise of stock options ​ 204 ​ 93 Weighted-average common shares outstanding – diluted ​ 52,919 ​ 53,321 Diluted earnings per share ​ $ 0.93 ​ $ 0.76 ​ Stock Repurchase Program At its December 2024 meeting, the Board of Directors of the Company (the “Board”) approved a new stock repurchase program authorizing the repurchase, at the discretion of senior management, of up to 2,628,000 shares of the Company’s common stock, in accordance with securities and banking laws and regulations, during the twelve-month period starting January 1, 2025. Any repurchased shares will be used for general corporate purposes, including those related to stock plan activities. The timing and extent of repurchases will depend on market conditions and other corporate considerations as determined at the Company’s discretion. There were no shares of treasury stock purchases made under this authorization during the first quarter of 2025. At its December 2023 meeting, the Board approved a stock repurchase program authorizing the repurchase, at the discretion of senior management, of up to 2,697,000 shares of the Company’s common stock, in accordance with securities and banking laws and regulations, during the twelve-month period starting January 1, 2024. There were 1,000,000 shares of treasury stock purchases made under this authorization during 2024 with an average price paid per share of $ 45.84 , including 750,000 shares of treasury stock purchases made under this authorization during the first quarter of 2024 with an average price paid per share of $ 45.95 . ​ 24 Table of Contents NOTE I: COMMITMENTS, CONTINGENT LIABILITIES AND RESTRICTIONS The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments consist primarily of commitments to extend credit and standby letters of credit. Commitments to extend credit are agreements to lend to customers, generally having fixed expiration dates or other termination clauses that may require payment of a fee. These commitments consist principally of unused commercial and consumer credit lines. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of an underlying contract with a third party. The credit risks associated with commitments to extend credit and standby letters of credit are essentially the same as that involved with extending loans to customers and are subject to the Company’s normal credit policies. Collateral may be obtained based on management’s assessment of the customer’s creditworthiness. The fair value of the standby letters of credit is immaterial for disclosure. The contract amounts of commitments and contingencies are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, (000’s omitted) ​ 2025 ​ 2024 Commitments to extend credit ​ $ 1,677,096 ​ $ 1,635,509 Standby letters of credit ​ 76,298 ​ 80,245 Total ​ $ 1,753,394 ​ $ 1,715,754 ​ During the second quarter of 2025, the Company entered into agreements to invest a total of $ 8.5 million in investment tax credits generated by a solar energy producing company, which will be accounted for using the proportional amortization method. Legal Contingencies On at least a quarterly basis, the Company assesses its liabilities and contingencies in connection with pending or threatened legal proceedings or other matters in which claims for monetary damages are asserted. For those matters where it is probable that the Company will incur losses and the amounts of the losses are reasonably estimable, the Company records an expense and corresponding liability in its consolidated financial statements. To the extent such matters could result in exposure in excess of that liability, the amount of such excess is not currently estimable. The range of losses that are reasonably possible for matters where an exposure is not currently estimable or considered probable is not believed to be material in the aggregate. This is based on information currently available to the Company and involves elements of judgment and significant uncertainties. ​ NOTE J: FAIR VALUE Accounting standards establish a framework for measuring fair value and require certain disclosures about such fair value instruments. It defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e. exit price). Inputs used to measure fair value are classified into the following hierarchy: ​ ​ ​ ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Quoted prices in active markets for similar assets or liabilities, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. ● Level 3 - Significant valuation assumptions not readily observable in a market. ​ 25 Table of Contents A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis. There were no transfers between any of the levels for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Fair (000’s omitted) Level 1 Level 2 Level 3 Value Available-for-sale investment securities: ​ ​ ​ ​ U.S. Treasury and agency securities ​ $ 2,074,918 ​ $ 59,999 ​ $ 0 ​ $ 2,134,917 Obligations of state and political subdivisions ​ 0 ​ 378,486 ​ 0 ​ 378,486 Government agency mortgage-backed securities ​ 0 ​ 299,791 ​ 0 ​ 299,791 Corporate debt securities ​ 0 ​ 7,771 ​ 0 ​ 7,771 Government agency collateralized mortgage obligations ​ 0 ​ 5,950 ​ 0 ​ 5,950 Total available-for-sale investment securities ​ 2,074,918 ​ 751,997 ​ 0 ​ 2,826,915 Equity securities ​ 2,599 ​ 0 ​ 0 ​ 2,599 Mortgage loans held for sale ​ ​ 0 ​ ​ 534 ​ ​ 0 ​ ​ 534 Commitments to originate real estate loans for sale ​ ​ 0 ​ ​ 0 ​ ​ 204 ​ ​ 204 Interest rate swap agreements asset ​ 0 ​ 3,534 ​ 0 ​ 3,534 Interest rate swap agreements liability ​ 0 ​ ( 3,534 ) ​ 0 ​ ( 3,534 ) Total ​ $ 2,077,517 ​ $ 752,531 ​ $ 204 ​ $ 2,830,252 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Fair (000’s omitted) Level 1 Level 2 Level 3 Value Available-for-sale investment securities: ​ ​ ​ ​ U.S. Treasury and agency securities ​ $ 2,025,164 ​ $ 58,622 ​ $ 0 ​ $ 2,083,786 Obligations of state and political subdivisions ​ 0 ​ 386,495 ​ 0 ​ 386,495 Government agency mortgage-backed securities ​ 0 ​ 301,224 ​ 0 ​ 301,224 Corporate debt securities ​ 0 ​ 7,697 ​ 0 ​ 7,697 Government agency collateralized mortgage obligations ​ 0 ​ 6,512 ​ 0 ​ 6,512 Total available-for-sale investment securities ​ 2,025,164 ​ 760,550 ​ 0 ​ 2,785,714 Equity securities ​ 2,354 ​ 0 ​ 0 ​ 2,354 Mortgage loans held for sale ​ 0 ​ 1,470 ​ 0 ​ 1,470 Commitments to originate real estate loans for sale ​ ​ 0 ​ ​ 0 ​ ​ 215 ​ ​ 215 Forward sales commitments ​ ​ 0 ​ ​ ( 8 ) ​ ​ 0 ​ ​ ( 8 ) Interest rate swap agreements asset ​ 0 ​ 2,664 ​ 0 ​ 2,664 Interest rate swap agreements liability ​ 0 ​ ( 2,664 ) ​ ​ 0 ​ ( 2,664 ) Total ​ $ 2,027,518 ​ $ 762,012 ​ $ 215 ​ $ 2,789,745 ​ ​ 26 Table of Contents The valuation techniques used to measure fair value for the items in the table above are as follows: ● Available-for-sale investment securities and equity securities – The fair values of available-for-sale investment securities are based upon quoted prices, if available. If quoted prices are not available, fair values are measured using quoted market prices for similar securities or model-based valuation techniques. Level 1 securities include U.S. Treasury obligations and marketable equity securities that are traded by dealers or brokers in active over-the-counter markets. Level 2 securities include U.S. agency securities, mortgage-backed securities issued by government-sponsored entities, municipal securities and corporate debt securities that are valued by reference to prices for similar securities or through model-based techniques in which all significant inputs, such as reported trades, trade execution data, interest rate swap yield curves, market prepayment speeds, credit information, market spreads, and security’s terms and conditions, are observable. See Note D for further disclosure of the fair value of investment securities. ● Mortgage loans held for sale – The Company has elected to value loans held for sale at fair value in order to more closely match the gains and losses associated with loans held for sale with the gains and losses on forward sales contracts. Accordingly, the impact on the valuation will be recognized in the Company’s consolidated statements of income. All mortgage loans held for sale are current and in performing status. The fair value of mortgage loans held for sale is determined using quoted secondary-market prices of loans with similar characteristics and, as such, has been classified as a Level 2 valuation. The unpaid principal value of mortgage loans held for sale was approximately $ 0.5 million at March 31, 2025 and $ 1.5 million at December 31, 2024. Mortgage loans held for sale are included in other assets in the consolidated statements of condition. The unrealized gain on mortgage loans held for sale was recognized in mortgage banking revenues in the consolidated statements of income and is immaterial. ● Commitments to originate real estate loans for sale – The Company enters into various commitments to originate residential real estate loans for sale. Such commitments are considered to be derivative financial instruments and, therefore, are carried at estimated fair value in the other asset or other liability section of the consolidated statements of condition. The estimated fair value of these commitments is determined using quoted secondary market prices obtained from certain government-sponsored entities. Additionally, accounting guidance requires the expected net future cash flows related to the associated servicing of the loan to be included in the fair value measurement of the derivative. The expected net future cash flows are based on a valuation model that calculates the present value of estimated net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income. Such assumptions include estimates of the cost of servicing loans, appropriate discount rate and prepayment speeds. The determination of expected net cash flows is considered a significant unobservable input contributing to the Level 3 classification of commitments to originate real estate loans for sale. ● Forward sales commitments – The Company enters into forward sales commitments to sell certain residential real estate loans. Such commitments are considered to be derivative financial instruments and, therefore, are carried at estimated fair value in the other asset or other liability section of the consolidated statements of condition. The fair value of these forward sales commitments is primarily measured by obtaining pricing from certain government-sponsored entities and reflects the underlying price the entity would pay the Company for an immediate sale on these mortgages. As such, these instruments are classified as Level 2 in the fair value hierarchy. ● Interest rate swaps – The interest rate swaps are reported at their fair value utilizing Level 2 inputs from a third-party advisor. The fair value measurement of the interest rate swap is determined by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates derived from observed market interest rate curves. 27 Table of Contents The changes in Level 3 assets measured at fair value on a recurring basis are immaterial. The fair value information of assets and liabilities measured on a non-recurring basis presented below is not as of the period-end, but rather as of the date the fair value adjustment was recorded closest to the date presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ Total Fair ​ ​ ​ ​ ​ ​ Total Fair (000’s omitted) ​ Level 1 ​ Level 2 ​ Level 3 ​ Value ​ Level 1 ​ Level 2 ​ Level 3 ​ Value Individually assessed loans ​ $ 0 ​ $ 0 ​ $ 15,181 $ 15,181 ​ $ 0 ​ $ 0 ​ $ 19,315 $ 19,315 Other real estate owned ​ ​ 0 ​ ​ 0 ​ ​ 2,746 ​ 2,746 ​ ​ 0 ​ ​ 0 ​ ​ 2,781 ​ 2,781 Mortgage servicing rights ​ 0 ​ 0 ​ 874 874 ​ 0 ​ 0 ​ 460 460 Contingent consideration ​ ​ 0 ​ ​ 0 ​ ​ ( 5,600 ) ​ ​ ( 5,600 ) ​ ​ 0 ​ ​ 0 ​ ​ ( 4,140 ) ​ ​ ( 4,140 ) Total ​ $ 0 ​ $ 0 ​ $ 13,201 $ 13,201 ​ $ 0 ​ $ 0 ​ $ 18,416 $ 18,416 ​ Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records nonrecurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Nonrecurring adjustments also include certain impairment amounts for collateral-dependent loans calculated when establishing the allowance for credit losses. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using independent appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace, adjusted for non-observable inputs. Thus, the resulting nonrecurring fair value measurements are generally classified as Level 3. Estimates of fair value used for other collateral supporting commercial loans generally are based on assumptions not observable in the marketplace and, therefore, such valuations classify as Level 3. Other real estate owned (“OREO”) is valued at the time the loan is foreclosed upon and the asset is transferred to OREO. The value is based primarily on third party appraisals, less estimated costs to sell. The appraisals are sometimes further discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the customer and customer’s business. Such discounts are significant, ranging from 9.0 % to 91.0 % at March 31, 2025 and result in a Level 3 classification of the inputs for determining fair value. OREO is reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above. The Company recovers the carrying value of OREO through the sale of the property. The ability to affect future sales prices is subject to market conditions and factors beyond the Company’s control and may impact the estimated fair value of a property. Originated mortgage servicing rights are recorded at their fair value at the time of sale of the underlying loan, and are amortized in proportion to and over the estimated period of net servicing income. The fair value of mortgage servicing rights is based on a valuation model incorporating inputs that market participants would use in estimating future net servicing income. Such inputs include estimates of the cost of servicing loans, appropriate discount rate and prepayment speeds and are considered to be unobservable and contribute to the Level 3 classification of mortgage servicing rights. In accordance with GAAP, the Company must record impairment charges, on a nonrecurring basis, when the carrying value of a stratum exceeds its estimated fair value. Impairment is recognized through a valuation allowance. There was a valuation allowance of approximately $ 0.1 million at December 31, 2024. During the three months ended March 31, 2025 the Company recognized a $ 0.1 million impairment recovery resulting in no valuation allowance at March 31, 2025. The Company has recorded contingent consideration liabilities that arise from acquisition activity. The contingent consideration is recorded at fair value at the date of acquisition. The valuation of contingent consideration is calculated using an income approach method, which provides an estimation of the fair value of an asset or liability based on future cash flows over a discrete projection period, discounted to present value using an appropriate rate of return. The assumptions used in the valuation calculation are based on significant unobservable inputs, therefore such valuations classify as Level 3. During the first quarter of 2025, the Company made the final required payment for the CPD contract holdback contingent consideration of $ 0.1 million and the first required payment for the CPD revenue-based contingent consideration arrangement of $ 0.6 million. 28 Table of Contents The Company evaluates goodwill for impairment on an annual basis, or more often if events or circumstances indicate there may be impairment. The Company did not recognize an impairment charge during the quarter ended March 31, 2025. See Note F for more detail. The Company determines fair values based on quoted market values, where available, estimates of present values, or other valuation techniques. Those techniques are significantly affected by the assumptions used, including, but not limited to, the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, may not be realized in immediate settlement of the instrument. The significant unobservable inputs used in the determination of fair value of assets classified as Level 3 on a recurring or non-recurring basis are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Unobservable ​ ​ Fair Value at ​ ​ ​ ​ ​ Input Range ​ (000’s omitted, except per loan data) ​ March 31, 2025 ​ Valuation Technique ​ Significant Unobservable Inputs (Weighted Average) ​ Individually assessed loans ​ $ 15,181 Fair value of collateral Estimated cost of disposal/market adjustment ​ 27.2 % Other real estate owned ​ ​ 2,746 Fair value of collateral Estimated cost of disposal/market adjustment ​ 9.0 % - 91.0 % ( 50.6 %) ​ Commitments to originate real estate loans for sale ​ 204 Discounted cash flow Embedded servicing value ​ 1.0 % Mortgage servicing rights ​ 874 Discounted cash flow Weighted average constant prepayment rate ​ 8.5 % - 16.7 % ( 9.0 %) ​ ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate ​ ​ 5.0 % - 5.4 % ( 5.3 %) ​ Contingent consideration ​ ​ ( 5,600 ) ​ Discounted cash flow ​ Discount rate ​ ​ 18.4 % ​ ​ ​ ​ ​ ​ ​ Probability of achievement ​ ​ 82.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Significant Unobservable ​ ​ ​ Fair Value at ​ ​ ​ ​ ​ Input Range ​ (000’s omitted, except per loan data) ​ December 31, 2024 ​ Valuation Technique ​ Significant Unobservable Inputs ​ (Weighted Average) Individually assessed loans ​ $ 19,315 Fair value of collateral Estimated cost of disposal/market adjustment ​ 27.2 % Other real estate owned ​ ​ 2,781 Fair value of collateral Estimated cost of disposal/market adjustment ​ 9.0 % – 93.1 % ( 51.0 %) ​ Commitments to originate real estate loans for sale ​ ​ 215 ​ Discounted cash flow ​ Embedded servicing value ​ ​ 1.0 % Mortgage servicing rights ​ 460 Discounted cash flow Weighted average constant prepayment rate ​ 16.1 % - 22.8 % ( 16.6 %) ​ ​ ​ ​ Weighted average discount rate ​ 5.3 % - 5.6 % ( 5.6 %) ​ Contingent consideration ​ ​ ( 4,140 ) ​ Discounted cash flow ​ Discount rate ​ ​ 18.4 % ​ ​ ​ ​ ​ ​ ​ Probability of achievement ​ ​ 82.0 % ​ The significant unobservable inputs used in the determination of the fair value of assets classified as Level 3 have an inherent measurement uncertainty that, if changed, could result in higher or lower fair value measurements of these assets as of the reporting date. The weighted average of the estimated cost of disposal/market adjustment for individually assessed loans was calculated by dividing the total of the book value of the collateral of the individually assessed loans classified as Level 3 by the total of the fair value of the collateral of the individually assessed loans classified as Level 3. The weighted average of the estimated cost of disposal/market adjustment for other real estate owned was calculated by dividing the total of the differences between the appraisal values of the real estate and the book values of the real estate divided by the totals of the appraisal values of the real estate. The weighted average of the constant prepayment rate for mortgage servicing rights was calculated by adding the constant prepayment rates used in each loan pool weighted by the balance in each loan pool. The weighted average of the discount rate for mortgage servicing rights was calculated by adding the discount rates used in each loan pool weighted by the balance in each loan pool. The weighted average of the discount rate for the contingent consideration was calculated by adding the discount rates used for the calculation of the fair value of each payment of contingent consideration, weighted by the amount of the payment as part of the total fair value of contingent consideration. The weighted average of the probability of achievement was determined by calculating the proportion of the probability-weighted payment of the total maximum payment, weighted by the amount of the payment as part of the total fair value of contingent consideration. 29 Table of Contents Certain financial instruments and all nonfinancial instruments are excluded from fair value disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The carrying amounts and estimated fair values of the Company’s other financial instruments that are not accounted for at fair value at March 31, 2025 and December 31, 2024 are presented below. The table presented below excludes other financial instruments for which the carrying value approximates fair value including cash and cash equivalents, accrued interest receivable and accrued interest payable. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ December 31, 2024 ​ Carrying Fair Carrying Fair (000’s omitted) ​ Value ​ Value ​ Value ​ Value Financial assets: ​ ​ ​ ​ Net loans ​ $ 10,338,301 ​ $ 10,064,531 ​ $ 10,353,251 ​ $ 9,969,696 Held-to-maturity securities ​ ​ 1,393,837 ​ ​ 1,306,388 ​ ​ 1,345,155 ​ ​ 1,220,168 Financial liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Deposits ​ 13,892,047 ​ 13,862,818 ​ 13,441,707 ​ 13,428,682 Overnight borrowings ​ 0 ​ 0 ​ 118,000 ​ 118,000 Securities sold under agreement to repurchase, short-term ​ 266,581 ​ 266,581 ​ 261,553 ​ 261,553 Other Federal Home Loan Bank borrowings ​ 586,876 ​ 601,778 ​ 610,646 ​ 620,045 ​ The following is a further description of the principal valuation methods used by the Company to estimate the fair values of its financial instruments. Loans have been classified as a Level 3 valuation. Fair values for variable rate loans that reprice frequently are based on carrying values. Fair values for fixed rate loans are estimated using discounted cash flows and interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Held-to-maturity U.S. Treasury and agency securities have been classified as a Level 1 valuation. The fair values of held-to-maturity U.S. Treasury and agency investment securities are based upon quoted prices, if available. If quoted prices are not available, fair values are measured using quoted market prices for similar securities or model-based valuation techniques. Held-to-maturity government agency mortgage-backed securities have been classified as a Level 2 valuation. The fair values of held-to-maturity government agency mortgage-backed securities are based on current market rates for similar products. Deposits have been classified as a Level 2 valuation. The fair value of demand deposits, interest-bearing checking deposits, savings accounts and money market deposits is the amount payable on demand at the reporting date. The fair value of time deposit obligations are based on current market rates for similar securities. Borrowings have been classified as a Level 2 valuation. The fair value of overnight borrowings and securities sold under agreement to repurchase, short-term, is the amount payable on demand at the reporting date. Fair values for other FHLB borrowings are estimated using discounted cash flows and interest rates currently being offered on similar securities. Other financial assets and liabilities – Cash and cash equivalents have been classified as a Level 1 valuation, while accrued interest receivable and accrued interest payable have been classified as a Level 2 valuation. The fair values of each approximate the respective carrying values because the instruments are payable on demand or have short-term maturities and present relatively low credit risk and interest rate risk. ​ NOTE K: DERIVATIVE INSTRUMENTS The Company is party to derivative financial instruments in the normal course of its business to meet the financing needs of its customers and to manage its exposure to fluctuation in interest rates and credit risk. These financial instruments have been limited to interest rate swap agreements and risk participation agreements. The Company does not hold or issue derivative financial instruments for trading or other speculative purposes. 30 Table of Contents Interest Rate Swaps The Company enters into interest rate swaps to assist customers in managing their interest rate risk. These swaps are considered derivatives, but are not designated as hedging relationships. These instruments have associated interest rate and credit risk. To mitigate the interest rate risk, the Company enters into offsetting interest rate swaps with counterparties, which are also considered derivatives and are not designated as hedging relationships. Interest rate swaps are recorded within other assets or accrued interest and other liabilities on the consolidated statements of condition at their estimated fair value. The terms of the interest rate swaps with the customer and the counterparties offset each other, with the only difference being counterparty credit risk. Any changes in the fair value of the underlying derivative contracts are reported in other banking services noninterest revenue in the consolidated statements of income. Risk Participation Agreements The Company may enter into a risk participation agreement (“RPA”) with another institution as a means to assume a portion of the credit risk associated with a loan structure which includes a derivative instrument, in exchange for fee income commensurate with the risk assumed, referred to as an “RPA sold”. In addition, in an effort to reduce the credit risk associated with an interest rate swap agreement with a borrower for whom the Company has provided a loan structured with a derivative, the Company may purchase an RPA from an institution participating in the facility in exchange for a fee commensurate with the risk shared, referred to as an “RPA purchased”. Forward Sales Commitments The Company enters into forward sales commitments for the future delivery of residential mortgage loans and interest rate lock commitments to fund loans at a specified interest rate. The forward sales commitments are utilized to reduce interest rate risk associated with interest rate lock commitments and loans held for sale. Changes in the estimated fair value of the forward sales commitments and interest rate lock commitments subsequent to inception are based on changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and changes in the probability that the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time. At inception and during the life of the interest rate lock commitment, the Company includes the expected net future cash flows related to the associated servicing of the loan as part of the fair value measurement of the interest rate lock commitments. Notional values and fair values of derivative instruments as of March 31, 2025 and December 31, 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2025 ​ ​ Derivative Assets ​ Derivative Liabilities ​ ​ ​ ​ Consolidated ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ ​ ​ ​ Notional ​ Statement of ​ ​ ​ ​ Notional ​ Statement of ​ ​ ​ (000’s omitted) Amount Condition Location Fair Value Amount Condition Location Fair Value Derivatives not designated as hedging instruments under Subtopic 815-20: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments to originate real estate loans for sale ​ $ 8,046 ​ Other assets ​ $ 204 ​ $ 0 Accrued interest and other liabilities ​ $ 0 Interest rate swaps ​ 267,476 ​ Other assets ​ 3,534 ​ 267,476 Accrued interest and other liabilities ​ 3,534 RPA sold ​ ​ 0 ​ ​ Other assets ​ ​ 0 ​ ​ 14,061 ​ Accrued interest and other liabilities ​ ​ 0 RPA purchased ​ 67,058 ​ Other assets ​ 0 ​ 0 Accrued interest and other liabilities ​ 0 Total derivatives ​ $ 342,580 ​ ​ ​ ​ $ 3,738 ​ $ 281,537 ​ $ 3,534 ​ 31 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Derivative Assets ​ Derivative Liabilities ​ ​ ​ ​ Consolidated ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ ​ ​ ​ Notional ​ Statement of ​ ​ ​ ​ Notional ​ Statement of ​ ​ ​ (000’s omitted) Amount Condition Location Fair Value Amount Condition Location Fair Value Derivatives not designated as hedging instruments under Subtopic 815-20: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments to originate real estate loans for sale ​ $ 9,027 ​ Other assets ​ $ 215 ​ $ 0 Accrued interest and other liabilities ​ $ 0 Forward sales commitments ​ ​ 767 ​ ​ Other assets ​ ​ ( 8 ) ​ ​ 0 ​ Accrued interest and other liabilities ​ ​ 0 Interest rate swaps ​ 210,931 ​ Other assets ​ 2,664 ​ 210,931 Accrued interest and other liabilities ​ 2,664 RPA sold ​ ​ 0 ​ ​ Other assets ​ ​ 0 ​ ​ 13,170 ​ Accrued interest and other liabilities ​ ​ 0 RPA purchased ​ 56,306 ​ Other assets ​ 0 ​ 0 Accrued interest and other liabilities ​ 0 Total derivatives ​ $ 277,031 ​ ​ ​ ​ $ 2,871 ​ $ 224,101 ​ $ 2,664 ​ The notional amount for interest rate swaps represents the underlying principal amount used to calculate interest payments that are exchanged periodically. The notional amount for risk participation agreements represents the amount of exposure assumed or shared in case of borrower default. The notional amount for commitments to originate real estate loans for sale represents the unpaid principal amount of loans that have been committed to originate. Fee income earned on interest rate swaps and risk participation agreements is recognized in other banking services noninterest revenues in the consolidated statements of income during the period the derivative instrument is executed. During the three months ended March 31, 2025 and 2024, the Company recognized $ 0.3 million and $ 0.1 million, respectively, of fee income associated with interest rate swaps and risk participation agreements. Cash collateral is posted by the Company with counterparties to secure certain derivatives, which is restricted cash and is included in cash and cash equivalents on the consolidated statements of condition. The amount of such collateral at both March 31, 2025 and December 31, 2024 was $ 5.1 million. The Company assessed its counterparty risk at March 31, 2025 and determined any credit risk inherent in the derivative contracts was not material. Further information about the fair value of derivative financial instruments can be found in Note J to these consolidated financial statements. ​ NOTE L: SEGMENT INFORMATION Operating segments are components of an enterprise, which are evaluated regularly by the CODM in deciding how to allocate resources and assess performance. The Company’s CODM is the President and Chief Executive Officer of the Company. Effective January 1, 2024, the Company has identified (1) Banking and Corporate, (2) Employee Benefit Services, (3) Insurance Services, and (4) Wealth Management Services as its reportable segments and determined that segment adjusted income before income taxes is the reported measure of segment profit or loss. The prior periods have been recast to conform to the current period presentation. See “Note A Summary of Significant Accounting Policies” contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 28, 2025 for further detail on the factors used to identify the Company’s reportable segments and reported measure of segment profit or loss. Community Bank, N.A. (“CBNA”) operates the Banking and Corporate segment that provides a wide array of lending and depository-related products and services to individuals, businesses, and governmental units with branch locations in Upstate New York as well as Northeastern Pennsylvania, Vermont and Western Massachusetts. In addition to these general intermediation services, the Banking and Corporate segment provides treasury management solutions and payment processing services. The Banking and Corporate segment also includes certain corporate overhead-related expenses. 32 Table of Contents The Employee Benefit Services segment, which includes the operating subsidiaries of BPA, BPAS Actuarial & Pension Services, LLC, BPAS Trust Company of Puerto Rico, Northeast Retirement Services, LLC, Global Trust Company, Inc., and Hand Benefits & Trust Company, provides employee benefit trust, collective investment fund, retirement plan and health savings account administration, fund administration, transfer agency, actuarial, and health and welfare consulting services. The Insurance Services segment includes the operating subsidiary OneGroup, a full-service insurance agency offering personal and commercial lines of insurance and other risk management products and services. The Wealth Management Services segment is comprised of wealth management services including trust services provided by the Nottingham Trust division within the Bank, broker-dealer and investment advisory services provided by Nottingham Investment Services, Inc. and Nottingham Wealth Partners, Inc., as well as asset management services provided by Nottingham Advisors, Inc. The accounting policies used in the disclosure of business segments are the same as those described in “Note A Summary of Significant Accounting Policies” contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 28, 2025, except as follows. Segment operating revenues exclude certain items considered non-core to the operating performance of the business including realized and unrealized gains or losses on investment securities and gains or losses on debt extinguishment. Significant segment expenses are the expense categories significant to the segment, regularly provided to or easily computed from information regularly provided to the CODM and included in segment adjusted income before income taxes. Segment adjusted income before income taxes also excludes certain items considered non-core to the operating performance of the business including acquisition-related provision for credit losses, amortization of intangible assets, acquisition expenses, acquisition-related contingent consideration adjustments, litigation accrual and restructuring expenses. Both segment operating revenues and significant segment expenses include certain intersegment activity associated with transactions between the segments and are eliminated in consolidation. Segment assets include certain segment cash balances held as deposits with CBNA and are eliminated in consolidation. The CODM uses segment adjusted income before income taxes to measure performance and allocate resources, including employees, property and financial or capital resources, for all of the Company’s segments. The CODM considers current period actual-to-current period budget and current period actual-to-prior period actual variances on a monthly basis for each of the Company’s segments along with comparisons of the actual segment results with one another. Segment adjusted income before income taxes is also used as a factor in the determination of incentive compensation for key employees of the segments including the segment leaders. There are no transactions with a single customer that result in revenues that exceed ten percent of consolidated total revenues. ​ 33 Table of Contents Information about reportable segments and reconciliation of the information to the consolidated financial statements follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Wealth ​ ​ ​ ​ ​ Banking and ​ Employee ​ Insurance ​ Management ​ ​ (000’s omitted) Corporate Benefit Services Services Services Total Three Months Ended March 31, 2025 ​ ​ ​ ​ ​ Net interest income from external customers ​ $ 120,087 ​ $ 125 ​ $ 0 ​ $ 0 ​ $ 120,212 Noninterest revenues from external customers ​ 18,816 ​ 32,884 ​ 14,201 ​ 9,890 ​ 75,791 Revenues from external customers ​ 138,903 ​ 33,009 ​ 14,201 ​ 9,890 ​ 196,003 Intersegment revenues ​ ​ ( 431 ) ​ ​ 1,107 ​ ​ 69 ​ ​ 596 ​ ​ 1,341 Total segment operating revenues ​ ​ 138,472 ​ ​ 34,116 ​ ​ 14,270 ​ ​ 10,486 ​ ​ 197,344 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of revenues (segment operating revenues): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elimination of intersegment revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1,341 ) Other revenues (a) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 245 Total consolidated revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 196,248 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less segment expenses: (b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for credit losses ​ ​ 6,690 ​ ​ 0 ​ ​ 0 ​ ​ 0 ​ ​ ​ Salaries and employee benefits ​ ​ 47,125 ​ ​ 16,055 ​ ​ 8,347 ​ ​ 5,730 ​ ​ ​ Data processing and communications ​ ​ 13,487 ​ ​ 1,083 ​ ​ 873 ​ ​ 679 ​ ​ ​ Occupancy and equipment ​ ​ 11,185 ​ ​ 956 ​ ​ 441 ​ ​ 142 ​ ​ ​ Legal and professional fees ​ ​ 3,470 ​ ​ 1,426 ​ ​ 100 ​ ​ 108 ​ ​ ​ Business development and marketing ​ ​ 2,923 ​ ​ 16 ​ ​ 186 ​ ​ 4 ​ ​ ​ Other segment items (c) ​ ​ 7,319 ​ ​ 1,140 ​ ​ 215 ​ ​ 188 ​ ​ ​ Total segment expenses ​ ​ 92,199 ​ ​ 20,676 ​ ​ 10,162 ​ ​ 6,851 ​ ​ ​ Segment adjusted income before income taxes ​ $ 46,273 ​ $ 13,440 ​ $ 4,108 ​ $ 3,635 ​ $ 67,456 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of profit or loss (segment adjusted income before income taxes): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized gain on equity securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 245 Amortization of intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3,482 ) Acquisition expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1 ) Litigation accrual ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 50 Total consolidated income before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 64,268 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other segment disclosures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ $ 167,522 ​ $ 601 ​ $ 44 ​ $ 128 ​ $ 168,295 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of interest income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elimination of intersegment interest income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 648 ) Total consolidated interest income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 167,647 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ $ 48,083 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 48,083 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of interest expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elimination of intersegment interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 648 ) Total consolidated interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 47,435 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation (d) ​ $ 3,300 ​ $ 188 ​ $ 106 ​ $ 50 ​ $ 3,644 Amortization of intangible assets ​ 703 ​ 1,717 ​ 924 ​ 138 ​ 3,482 Goodwill ​ 732,598 ​ 90,664 ​ 27,822 ​ 3,438 ​ 854,522 Core deposit intangibles, net ​ 4,499 ​ 0 ​ 0 ​ 0 ​ 4,499 Other intangibles, net ​ 670 ​ 22,643 ​ 16,964 ​ 1,034 ​ 41,311 Segment assets ​ ​ 16,528,595 ​ ​ 235,638 ​ ​ 75,257 ​ ​ 38,261 ​ ​ 16,877,751 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of segment assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elimination of intersegment cash and deposits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 113,455 ) Total consolidated assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 16,764,296 ​ (a) Other revenues includes $ 245 of unrealized gain on equity securities. (b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown. (c) Other segment items for each reportable segment includes: Banking and Corporate – FDIC insurance expense, office supplies and postage expense, fraud losses and other writedowns, education, recruiting and travel expense and various miscellaneous expenses partially offset by a benefit related to the non-service related components of the Company’s pension. Employee Benefit Services – Certain intersegment technology and rent related overhead expense allocations, education, recruiting and travel expense, office supplies and postage expense and various miscellaneous expenses partially offset by a benefit related to the non-service related components of the Company’s pension. Insurance Services – Education, recruiting and travel expense, certain intersegment technology and rent related overhead expense allocations and various miscellaneous expenses partially offset by a benefit related to the non-service related components of the Company’s pension. Wealth Management Services – Education, recruiting and travel expense, certain intersegment technology and rent related overhead expense allocations and various miscellaneous expenses partially offset by a benefit related to the non-service related components of the Company’s pension. (d) The amount of depreciation disclosed by reportable segment is included within the data processing and communications and occupancy and equipment expense captions. ​ 34 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Wealth ​ ​ ​ ​ ​ Banking and ​ Employee ​ Insurance ​ Management ​ ​ (000’s omitted) Corporate Benefit Services Services Services Total Three Months Ended March 31, 2024 ​ ​ ​ ​ ​ Net interest income from external customers ​ $ 106,866 ​ $ 124 ​ $ 0 ​ $ 0 ​ $ 106,990 Noninterest revenues from external customers ​ 17,967 ​ 31,983 ​ 11,109 ​ 9,210 ​ 70,269 Revenues from external customers ​ 124,833 ​ 32,107 ​ 11,109 ​ 9,210 ​ 177,259 Intersegment revenues ​ ​ ( 435 ) ​ ​ 1,086 ​ ​ 45 ​ ​ 552 ​ ​ 1,248 Total segment operating revenues ​ ​ 124,398 ​ ​ 33,193 ​ ​ 11,154 ​ ​ 9,762 ​ ​ 178,507 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of revenues (segment operating revenues): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elimination of intersegment revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1,248 ) Other revenues (a) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16 Total consolidated revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 177,275 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less segment expenses: (b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for credit losses ​ ​ 6,148 ​ ​ 0 ​ ​ 0 ​ ​ 0 ​ ​ ​ Salaries and employee benefits ​ ​ 44,387 ​ ​ 15,515 ​ ​ 8,080 ​ ​ 5,904 ​ ​ ​ Data processing and communications ​ ​ 11,875 ​ ​ 1,049 ​ ​ 801 ​ ​ 623 ​ ​ ​ Occupancy and equipment ​ ​ 9,863 ​ ​ 972 ​ ​ 384 ​ ​ 160 ​ ​ ​ Legal and professional fees ​ ​ 2,912 ​ ​ 1,378 ​ ​ 171 ​ ​ 68 ​ ​ ​ Business development and marketing ​ ​ 2,689 ​ ​ 60 ​ ​ 267 ​ ​ 30 ​ ​ ​ Other segment items (c) ​ ​ 6,499 ​ ​ 1,360 ​ ​ 420 ​ ​ 135 ​ ​ ​ Total segment expenses ​ ​ 84,373 ​ ​ 20,334 ​ ​ 10,123 ​ ​ 6,920 ​ ​ ​ Segment adjusted income before income taxes ​ $ 40,025 ​ $ 12,859 ​ $ 1,031 ​ $ 2,842 ​ $ 56,757 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of profit or loss (segment adjusted income before income taxes): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized gain on equity securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 16 Amortization of intangible assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3,576 ) Acquisition expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 35 ) Litigation accrual ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 119 ) Total consolidated income before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 53,043 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other segment disclosures: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ $ 152,535 ​ $ 623 ​ $ 27 ​ $ 127 ​ $ 153,312 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of interest income: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elimination of intersegment interest income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 653 ) Total consolidated interest income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 152,659 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ $ 46,322 ​ $ 0 ​ $ 0 ​ $ 0 ​ $ 46,322 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of interest expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elimination of intersegment interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 653 ) Total consolidated interest expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 45,669 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation (d) ​ $ 2,939 ​ $ 187 ​ $ 103 ​ $ 51 ​ $ 3,280 Amortization of intangible assets ​ 973 ​ 1,725 ​ 673 ​ 205 ​ 3,576 Goodwill ​ 732,598 ​ 89,775 ​ 23,979 ​ 3,438 ​ 849,790 Core deposit intangibles, net ​ ​ 7,248 ​ ​ 0 ​ ​ 0 ​ ​ 0 ​ ​ 7,248 Other intangibles, net ​ ​ 895 ​ ​ 30,792 ​ ​ 13,757 ​ ​ 1,957 ​ ​ 47,401 Segment assets ​ ​ 15,632,930 ​ ​ 254,668 ​ ​ 64,337 ​ ​ 35,138 ​ ​ 15,987,073 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of segment assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Elimination of intersegment cash and deposits ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 128,403 ) Total consolidated assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 15,858,670 (a) Other revenues includes $ 16 of unrealized gain on equity securities. (b) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown. (c) Other segment items for each reportable segment includes: Banking and Corporate – FDIC insurance expense, office supplies and postage expense, fraud losses and other writedowns, education, recruiting and travel expense and various miscellaneous expenses partially offset by a benefit related to the non-service related components of the Company’s pension. Employee Benefit Services – Certain intersegment technology and rent related overhead expense allocations, education, recruiting and travel expense, office supplies and postage expense and various miscellaneous expenses partially offset by a benefit related to the non-service related components of the Company’s pension. Insurance Services – Education, recruiting and travel expense, certain intersegment technology and rent related overhead expense allocations and various miscellaneous expenses partially offset by a benefit related to the non-service related components of the Company’s pension. Wealth Management Services – Education, recruiting and travel expense, certain intersegment technology and rent related overhead expense allocations and various miscellaneous expenses partially offset by a benefit related to the non-service related components of the Company’s pension. (d) The amount of depreciation disclosed by reportable segment is included within the data processing and communications and occupancy and equipment expense captions . ​ ​ 35 Table of Contents