What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-08-03 compared with 2023-05-04 · 269 added, 115 removed, 1169 unchanged (25% of the section changed)

53 unchanged sentences

issued and outstanding:

44,114,827 shares at March 31, 2023 and 45,641,238 shares at December 31, 2022 (includes 176,316 and 135,712 shares of unvested participating restricted stock awards, respectively)

44,130,901 shares at June 30, 2023 and 45,641,238 shares at December 31, 2022 (includes 168,934 and 135,712 shares of unvested participating restricted stock awards, respectively)

Value of shares held in rabbi trust at cost:

80,964 shares at March 31, 2023 and 80,965 shares at December 31, 2022

80,955 shares at June 30, 2023 and 80,965 shares at December 31, 2022

( 3,289 ) ( 3,227 )

9 unchanged sentences

(Unaudited—Dollars in thousands, except per share data)

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2023 2022 2023 2022

Interest income

47 unchanged sentences

(Unaudited—Dollars in thousands)

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2023 2022 2023 2022

Net income $ 62,644 $ 61,776 $ 123,891 $ 114,873

Other comprehensive income (loss), net of tax

Other comprehensive (loss) income, net of tax

Net change in fair value of securities available for sale ( 11,451 ) ( 23,734 ) 5,617 ( 86,290 )

1 unchanged sentence

Net change in other comprehensive income for defined benefit postretirement plans ( 91 ) 121 ( 183 ) 242

Total other comprehensive income (loss) 27,139 ( 80,385 )

Total comprehensive income (loss) $ 88,386 $ ( 27,288 )

Total other comprehensive (loss) income ( 16,990 ) ( 31,262 ) 10,149 ( 111,647 )

Total comprehensive income $ 45,654 $ 30,514 $ 134,040 $ 3,226

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended March 31, 2023 and 2022

Three Months Ended June 30, 2023 and 2022

(Unaudited—Dollars in thousands, except per share data)

Common Stock Outstanding Common Stock Value of Shares Held in Rabbi Trust at Cost Deferred Compensation Obligation Additional Paid in Capital Retained Earnings Accumulated Other

Comprehensive Loss Total

Balance March 31, 2023 44,114,827 $ 439 $ ( 3,286 ) $ 3,286 $ 1,995,077 $ 971,338 $ ( 135,945 ) $ 2,830,909

Net income — — — — — 62,644 — 62,644

Other comprehensive loss — — — — — — ( 16,990 ) ( 16,990 )

Common dividend declared ($ 0.55 per share)

— — — — — ( 24,247 ) — ( 24,247 )

Stock based compensation — — — — 1,921 — — 1,921

Restricted stock awards issued, net of awards surrendered 5,484 1 — — ( 1 ) — — —

Shares issued under direct stock purchase plan 10,590 — — — 677 — — 677

Deferred compensation and other retirement benefit obligations — — ( 3 ) 3 — — — —

Balance June 30, 2023 44,130,901 $ 440 $ ( 3,289 ) $ 3,289 $ 1,997,674 $ 1,009,735 $ ( 152,935 ) $ 2,854,914

Balance March 31, 2022 47,377,125 $ 472 $ ( 3,179 ) $ 3,179 $ 2,247,518 $ 795,651 $ ( 78,202 ) $ 2,965,439

Net income — — — — — 61,776 — 61,776

Other comprehensive loss — — — — — — ( 31,262 ) ( 31,262 )

Common dividend declared ($ 0.51 per share)

— — — — — ( 23,570 ) — ( 23,570 )

Stock based compensation — — — — 1,632 — — 1,632

Restricted stock awards issued, net of awards surrendered 5,231 — — — ( 22 ) — — ( 22 )

Shares issued under direct stock purchase plan 7,574 — — — 588 — — 588

Shares repurchased under share repurchase program ( 1,320,169 ) ( 13 ) ( 103,383 ) ( 103,396 )

Deferred compensation and other retirement benefit obligations — — ( 17 ) 17 — — — —

Balance June 30, 2022 46,069,761 $ 459 $ ( 3,196 ) $ 3,196 $ 2,146,333 $ 833,857 $ ( 109,464 ) $ 2,871,185

INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2023 and 2022

(Unaudited—Dollars in thousands, except per share data)

Common Stock Outstanding Common Stock Value of Shares Held in Rabbi

12 unchanged sentences

Deferred compensation and other retirement benefit obligations — — ( 62 ) 62 — — — —

Balance March 31, 2023 44,114,827 $ 439 $ ( 3,286 ) $ 3,286 $ 1,995,077 $ 971,338 $ ( 135,945 ) $ 2,830,909

Balance June 30, 2023 44,130,901 $ 440 $ ( 3,289 ) $ 3,289 $ 1,997,674 $ 1,009,735 $ ( 152,935 ) $ 2,854,914

Balance December 31, 2021 47,349,778 $ 472 $ ( 3,146 ) $ 3,146 $ 2,249,078 $ 766,716 $ 2,183 $ 3,018,449

8 unchanged sentences

Deferred compensation and other retirement benefit obligations — — ( 50 ) 50 — — — —

Balance March 31, 2022 47,377,125 $ 472 $ ( 3,179 ) $ 3,179 $ 2,247,518 $ 795,651 $ ( 78,202 ) $ 2,965,439

(1) Inclusive of $ 1.2 million impact of excise tax attributable to share repurchases made during the three months ended March 31, 2023 .

Balance June 30, 2022 46,069,761 $ 459 $ ( 3,196 ) $ 3,196 $ 2,146,333 $ 833,857 $ ( 109,464 ) $ 2,871,185

(1) Inclusive of $ 1.2 million impact of excise tax attributable to shares repurchased under the share repurchase program during the six months ended June 30, 2023 .

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

2 unchanged sentences

(Unaudited—Dollars in thousands)

Three Months Ended

Six Months Ended

Cash flow from operating activities

3 unchanged sentences

Change in unamortized net loan costs and fees ( 817 ) ( 5,662 )

Accretion of acquired loans ( 305 ) ( 84 )

(Accretion) amortization of acquired loans ( 688 ) 578

Provision for (release of) credit losses 12,250 ( 2,000 )

5 unchanged sentences

Increase in cash surrender value of life insurance policies ( 3,803 ) ( 3,666 )

Gain on life insurance benefits ( 187 ) ( 123 )

Operating lease payments ( 6,908 ) ( 12,437 )

13 unchanged sentences

Purchases of securities held to maturity — ( 438,643 )

Net purchase of Federal Home Loan Bank stock ( 35,085 ) —

Net (purchases) redemptions of Federal Home Loan Bank stock ( 34,270 ) 5,158

Investments in low income housing projects ( 16,992 ) ( 13,733 )

Purchases of life insurance policies ( 99 ) ( 101 )

Net (increase) decrease in loans ( 18,981 ) 10,605

Proceeds from life insurance policies 11 218

Net increase in loans ( 233,753 ) ( 83,997 )

Purchases of bank premises and equipment ( 6,646 ) ( 16,153 )

1 unchanged sentence

Net cash used in investing activities ( 174,635 ) ( 494,196 )

Cash flows provided by (used in) financing activities

Cash flows used in financing activities

Net increase (decrease) in time deposits 600,435 ( 219,533 )

Net decrease in other deposits ( 1,231,431 ) ( 56,949 )

Proceeds from short-term Federal Home Loan Bank borrowings 879,000 —

Net advances from short-term Federal Home Loan Bank borrowings 787,860 —

Repayments of long-term debt, net of issuance costs — ( 14,063 )

4 unchanged sentences

Common dividends paid ( 49,454 ) ( 46,890 )

Net cash provided by (used in) financing activities 126,703 ( 192,222 )

Net increase (decrease) in cash and cash equivalents 149,611 ( 400,325 )

Net cash used in financing activities ( 12,264 ) ( 442,659 )

Net decrease in cash and cash equivalents ( 44,669 ) ( 764,417 )

Cash and cash equivalents at beginning of year 352,933 2,240,684

1 unchanged sentence

Supplemental schedule of noncash investing and financing activities

Net increase (decrease) in capital commitments relating to low income housing project investments $ 564 $ ( 718 )

Net increase in capital commitments relating to low income housing project investments $ 15,683 $ 4,472

Recognition of operating lease at commencement and/or at extension $ 3,943 $ 8,811

10 unchanged sentences

In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, primarily consisting of normal recurring adjustments, have been included.

Results for the three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any other interim period.

Results for the six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023 or any other interim period.

For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the "2022 Form 10-K").

3 unchanged sentences

The amendments in this update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform.

The amendments will not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity has elected certain optional expedients that are retained through the end of the hedging relationship.

The amendments in this update are effective for all entities as of March 12, 2020 through December 31, 2022 and do not apply to contract modifications made after December 31, 2022.

The amendments did not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022 for which an entity elected certain optional expedients that are retained through the end of the hedging relationship.

The amendments in this update were effective for all entities as of March 12, 2020 through December 31, 2022 and do not apply to contract modifications made after December 31, 2022.

FASB ASC Topic 848 "Reference Rate Reform" Update No.

2021-01 was subsequently issued in January 2021 and expanded application of the optional expedients to derivative transactions affected by the discounting transition.

The Company has not yet adopted the amendments in these updates, but has established a working group to guide the Company’s transition from LIBOR and has begun efforts to transition off the LIBOR index consistent with industry timelines.

The working group has identified its products that utilize LIBOR and has implemented fallback language to facilitate the transition to alternative rates.

The Company is also evaluating existing platforms and systems as well as alternative indices in its preparation to offer new products tied to the alternative indices.

The Company does not anticipate that the adoption of these updates will have a material impact on the Company's financial statements.

The Company established a working group to guide the Company’s transition from LIBOR, whose responsibilities included the identification of products utilizing LIBOR, the implementation of fallback language into the applicable contracts, the evaluation of platforms and systems, as well as the determination of an alternative index to be offered for new and existing products.

The Company has determined that the transition from LIBOR, which reached its final retirement date on June 30, 2023, did not have a material impact on the Company's financial statements.

NOTE 3 - SECURITIES

Trading Securities

The Company had trading securities of $ 4.5 million and $ 3.9 million as of March 31, 2023 and December 31, 2022, respectively.

The Company had trading securities of $ 4.5 million and $ 3.9 million as of June 30, 2023 and December 31, 2022, respectively.

These securities are held in a rabbi trust and will be used for future payments associated with the Company’s non-qualified 401(k) Restoration Plan and Non-qualified Deferred Compensation Plan.

Equity Securities

The Company had equity securities of $ 21.5 million and $ 21.1 million as of March 31, 2023 and December 31, 2022, respectively.

The Company had equity securities of $ 21.8 million and $ 21.1 million as of June 30, 2023 and December 31, 2022, respectively.

These securities consist primarily of mutual funds held in a rabbi trust and will be used for future payments associated with the Company’s supplemental executive retirement plans.

The following table represents a summary of the gains and losses recognized within non-interest income and non-interest expense within the consolidated statements of income that relate to equity securities for the periods indicated:

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2023 2022 2023 2022

Dollars in thousands

4 unchanged sentences

The following table summarizes the amortized cost, allowance for credit losses, and fair value of available for sale securities and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) as of the dates indicated:

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Gains Gross Unrealized

12 unchanged sentences

Total available for sale securities $ 1,533,336 $ 23 $ ( 160,456 ) $ — $ 1,372,903 $ 1,566,779 $ 54 $ ( 167,679 ) $ — $ 1,399,154

Excluded from the table above is accrued interest on available for sale securities of $ 3.2 million and $ 3.6 million at March 31, 2023 and December 31, 2022, respectively, which is included within other assets on the consolidated balance sheets.

Additionally, the Company did not record any write-offs of accrued interest income on available for sale securities during the three months ended March 31, 2023 and 2022.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status at March 31, 2023 and December 31, 2022.

Excluded from the table above is accrued interest on available for sale securities of $ 2.8 million and $ 3.6 million at June 30, 2023 and December 31, 2022, respectively, which is included within other assets on the consolidated balance sheets.

Additionally, the Company did not record any write-offs of accrued interest income on available for sale securities during the three and six months ended June 30, 2023 and 2022.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status at June 30, 2023 and December 31, 2022.

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on the sale.

The Company had no sales of securities available for sale during the three months ended March 31, 2023 and 2022, and therefore no gains or losses were realized during the periods presented.

The following tables show the gross unrealized losses and fair value of the Company’s available for sale securities in an unrealized loss position, and for which the Company has not recorded a provision for credit losses, as of the dates indicated.

The Company had no sales of securities available for sale during the three and six months ended June 30, 2023 and 2022, and therefore no gains or losses were realized during the periods presented.

The following tables show the gross unrealized losses and fair value of the Company’s available for sale securities in an unrealized loss position as of the dates indicated.

These available for sale securities are aggregated by major security type and length of time that individual securities have been in a continuous unrealized loss position:

March 31, 2023

June 30, 2023

Less than 12 months 12 months or longer Total

8 unchanged sentences

Agency collateralized mortgage obligations 13 2,701 ( 41 ) 33,085 ( 3,075 ) 35,786 ( 3,116 )

State, county, and municipal securities 1 190 ( 4 ) — — 190 ( 4 )

Pooled trust preferred securities issued by banks and insurers 1 — — 1,025 ( 180 ) 1,025 ( 180 )

18 unchanged sentences

In addition, management does not believe that any of the securities are impaired due to reasons of credit quality.

As a result, the Company did not recognize a provision for credit losses on these investments during the three months ended March 31, 2023 and 2022.

As a result, the Company did not recognize a provision for credit losses on these investments during the three and six months ended June 30, 2023 and 2022.

The Company made this determination by reviewing various qualitative and quantitative factors regarding each investment category, such as current market conditions, extent and nature of changes in fair value, issuer rating changes and trends, volatility of earnings, and current analysts’ evaluations.

As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the table above by category were as follows at March 31, 2023:

As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the table above by category were as follows at June 30, 2023:

Government Agency Securities, U.S.

4 unchanged sentences

Government or one of its agencies.

• State, County and Municipal Securities :

This portfolio has contractual terms that generally do not permit the issuer

to settle the securities at a price less than the current par value of the investment.

The decline in market value of

these securities is attributable to changes in interest rates and not credit quality.

• Pooled Trust Preferred Securities:

5 unchanged sentences

The following table summarizes the amortized cost, fair value and allowance for credit losses of held to maturity securities and the corresponding amounts of gross unrealized gains and losses recognized at the dates indicated:

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Gains Gross Unrealized

13 unchanged sentences

federal government or other government sponsored agencies and have a long history of no credit losses.

As a result, management has determined these securities to have a zero loss expectation and therefore the Company did not record a provision for estimated credit losses on any held to maturity securities during the three months ended March 31, 2023 and 2022.

Excluded from the table above is accrued interest on held to maturity securities of $ 4.5 million and $ 4.4 million as of March 31, 2023 and December 31, 2022, respectively, which is included within other assets on the consolidated balance sheets.

Additionally, the Company did not record any write-offs of accrued interest income on held to maturity securities during the three months ended March 31, 2023 and 2022.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status at March 31, 2023 and December 31, 2022.

While management has the positive intent and ability to hold the Company's held to maturity securities until maturity, if a decision were made to sell a security within this portfolio, the adjusted cost of the specific security sold would be used to compute the gain or loss on the sale.

The Company had no sales of held to maturity securities during the three months ended March 31, 2023 and 2022, and therefore no gains or losses were realized during the periods presented.

Excluded from the table above is accrued interest on held to maturity securities of $ 4.4 million as of June 30, 2023 and December 31, 2022, respectively, which is included within other assets on the consolidated balance sheets.

Additionally, the Company did not record any write-offs of accrued interest income on held to maturity securities during the three and six months ended June 30, 2023 and 2022.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status at June 30, 2023 and December 31, 2022.

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on the sale.

The Company had no sales of held to maturity securities during the three and six months ended June 30, 2023 and 2022, and therefore no gains or losses were realized for such periods.

The Company monitors the credit quality of held to maturity securities through the use of credit ratings.

Credit ratings are monitored by the Company on at least a quarterly basis.

As of March 31, 2023, all held to maturity securities held by the Company were rated investment grade or higher.

As of June 30, 2023, all held to maturity securities held by the Company were rated investment grade or higher.

The actual maturities of certain available for sale or held to maturity securities may differ from the contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

A schedule of the contractual maturities of available for sale and held to maturity securities as of March 31, 2023 is presented below:

A schedule of the contractual maturities of available for sale and held to maturity securities as of June 30, 2023 is presented below:

Due in one year or less Due after one year to five years Due after five to ten years Due after ten years Total

22 unchanged sentences

Total $ 157,068 $ 152,772 $ 1,343,457 $ 1,218,330 $ 641,485 $ 554,456 $ 1,015,218 $ 891,429 $ 3,157,228 $ 2,816,987

Included in the table above are $ 25.0 million of callable securities at March 31, 2023.

The carrying value of securities pledged to secure public funds, trust deposits, and for other purposes, as required or permitted by law, was $ 946.7 million and $ 959.8 million at March 31, 2023 and December 31, 2022, respectively.

At March 31, 2023 and December 31, 2022, the Company had no investments in obligations of individual states, counties, or municipalities which exceeded 10% of consolidated stockholders’ equity.

Included in the table above are $ 24.9 million of callable securities at June 30, 2023.

The carrying value of securities pledged to secure public funds, trust deposits, and for other purposes, as required or permitted by law, was $ 1.8 billion and $ 959.8 million at June 30, 2023 and December 31, 2022, respectively.

At June 30, 2023 and December 31, 2022, the Company had no investments in obligations of individual states, counties, or municipalities which exceeded 10% of consolidated stockholders’ equity.

NOTE 4 - LOANS, ALLOWANCE FOR CREDIT LOSSES AND CREDIT QUALITY

1 unchanged sentence

The following table summarizes the change in allowance for credit losses by loan category, and bifurcates the amount of loans allocated to each loan category for the period indicated:

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

(Dollars in thousands)

4 unchanged sentences

Business Residential

Home Equity Other Consumer Total

Allowance for credit losses

Beginning balance $ 36,932 $ 76,198 $ 9,248 $ 3,338 $ 20,454 $ 12,428 $ 533 $ 159,131

Charge-offs ( 23,190 ) — — ( 59 ) — — ( 518 ) ( 23,767 )

Recoveries 16 — — 8 — 10 249 283

Provision for (release of) credit losses 1,384 2,198 ( 210 ) 319 1,011 ( 5 ) 303 5,000

Ending balance (1) $ 15,142 $ 78,396 $ 9,038 $ 3,606 $ 21,465 $ 12,433 $ 567 $ 140,647

Three Months Ended June 30, 2022

(Dollars in thousands)

Commercial and

Industrial Commercial

Real Estate Commercial

Construction Small

Business Residential

Real Estate Home Equity Other Consumer Total

5 unchanged sentences

Ending balance (1) $ 14,107 $ 83,456 $ 11,710 $ 2,784 $ 19,750 $ 11,740 $ 772 $ 144,319

Three Months Ended March 31, 2022

Six Months Ended June 30, 2023

(Dollars in thousands)

4 unchanged sentences

Business Residential

Real Estate Home Equity Other Consumer Total

Allowance for credit losses

Beginning balance $ 27,559 $ 77,799 $ 10,762 $ 2,834 $ 20,973 $ 11,504 $ 988 $ 152,419

Charge-offs ( 23,471 ) — — ( 87 ) — — ( 1,024 ) ( 24,582 )

Recoveries 21 — — 39 — 26 474 560

Provision for (release of) credit losses 11,033 597 ( 1,724 ) 820 492 903 129 12,250

Ending balance (1) $ 15,142 $ 78,396 $ 9,038 $ 3,606 $ 21,465 $ 12,433 $ 567 $ 140,647

Six Months Ended June 30, 2022

(Dollars in thousands)

Commercial and

Industrial Commercial

Real Estate Commercial

Construction Small

Business Residential

Home Equity Other Consumer Total

5 unchanged sentences

Ending balance (1) $ 14,107 $ 83,456 $ 11,710 $ 2,784 $ 19,750 $ 11,740 $ 772 $ 144,319

(1) Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to $ 52.7 million and $ 39.4 million as of March 31, 2023 and March 31, 2022, respectively.

The balance of allowance for credit losses increased to $ 159.1 million as of March 31, 2023 compared to $ 152.4 million at December 31, 2022, due primarily to an additional reserve allocation associated with further credit deterioration of a large commercial and industrial credit that migrated to nonperforming status during 2022, resulting in a full specific reserve allocation on the loan.

(1) Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to $ 54.0 million and $ 39.0 million as of June 30, 2023 and June 30, 2022, respectively.

The balance of allowance for credit losses decreased to $ 140.6 million as of June 30, 2023 compared to $ 152.4 million at December 31, 2022.

The decrease was driven primarily by outsized charge-offs and specific reserve allocations over certain commercial loans.

For the purpose of estimating the allowance for credit losses, management segregated the loan portfolio into the portfolio segments detailed in the above tables.

78 unchanged sentences

The following table details the amortized cost balances of the Company's loan portfolios, presented by credit quality indicator and origination year as of the dates indicated below:

March 31, 2023

June 30, 2023

2023 2022 2021 2020 2019 Prior Revolving Loans Revolving converted to Term Total (1)

48 unchanged sentences

Total current-period gross write-offs $ 1,003 $ — $ — $ — $ — $ 41 $ 23,538 $ — $ 24,582

March 31, 2022

June 30, 2022

2021 2020 2019 2018 2017 Prior Revolving Loans Revolving converted to Term Total (1)

41 unchanged sentences

(1) Loan origination dates in the tables above reflect the original origination date, or the date of a material modification of a previously originated loan.

(2) Loans originated as part of the Paycheck Protection Program ("PPP") established by the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act")t are included within commercial and industrial under the 2021 and 2020 vintage year and "pass" category as these loans are 100% guaranteed by the U.S.

Outstanding PPP loans totaled $ 6.6 million and $ 99.6 million as of March 31, 2023 and 2022, respectively.

(2) Loans originated as part of the Paycheck Protection Program ("PPP") established by the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") are included within commercial and industrial under the 2021 and 2020 vintage year and "pass" category as these loans are 100% guaranteed by the U.S.

Outstanding PPP loans totaled $ 5.7 million and $ 30.6 million as of June 30, 2023 and 2022, respectively.

(3) Other consumer portfolio is inclusive of deposit account overdrafts recorded as loan balances and the associated gross write-offs.

11 unchanged sentences

LTV (re-valued)(2)(3) 44.1 % 41.3 %

(1) The average FICO scores at March 31, 2023 are based upon rescores from March 2023, as available for previously originated loans, or origination score data for loans booked in March 2023.

(1) The average FICO scores at June 30, 2023 are based upon rescores from June 2023, as available for previously originated loans, or origination score data for loans booked in June 2023.

The average FICO scores at December 31, 2022 were based upon rescores available from December 2022, as available for previously originated loans, or origination score data for loans booked in December 2022.

(2) The combined LTV ratios for March 31, 2023 are based upon updated automated valuations as of February 2023, when available, and/or the most current valuation data available.

(2) The combined LTV ratios for June 30, 2023 are based upon updated automated valuations as of May 2023, when available, and/or the most current valuation data available.

The combined LTV ratios for December 31, 2022 were based upon updated automated valuations as of November 2022, when available, and/or the most current valuation data available as of such date.

4 unchanged sentences

Management evaluates the need for a reserve on unfunded lending commitments in a manner consistent with loans held for investment.

At March 31, 2023 and December 31, 2022, the Company's estimated reserve for unfunded commitments amounted to $ 1.6 million and $ 1.3 million, respectively.

At June 30, 2023 and December 31, 2022, the Company's estimated reserve for unfunded commitments amounted to $ 1.5 million and $ 1.3 million, respectively.

Asset Quality

5 unchanged sentences

Nonaccrual Balances

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

With Allowance for Credit Losses Without Allowance for Credit Losses Total With Allowance for Credit Losses Without Allowance for Credit Losses Total (1)

8 unchanged sentences

(1) Nonaccrual balances at December 31, 2022 included $ 11.5 million of nonaccruing troubled debt restructures ("TDRs").

It is the Company's policy to reverse any accrued interest when a loan is put on nonaccrual status, and, as such, the Company did not record any interest income on nonaccrual loans during the three months ended March 31, 2023 and 2022, except for instances where nonaccrual loans were paid off in excess of the recorded book balance.

It is the Company's policy to reverse any accrued interest when a loan is put on nonaccrual status, and, as such, the Company did not record any interest income on nonaccrual loans during the six months ended June 30, 2023 and 2022, except for instances where nonaccrual loans were paid off in excess of the recorded book balance.

The following table shows information regarding foreclosed residential real estate property at the dates indicated:

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

(Dollars in thousands)

2 unchanged sentences

The following tables show the age analysis of past due financing receivables as of the dates indicated:

March 31, 2023

June 30, 2023

30-59 days 60-89 days 90 days or more Total Past Due Total

20 unchanged sentences

30-59 days 60-89 days 90 days or more Total Past Due Total

Receivables Recorded

Receivables Amortized Cost

of Loans Principal

17 unchanged sentences

(1) Other consumer portfolio is inclusive of deposit account overdrafts recorded as loan balances.

(2) The amount of net deferred costs on originated loans included in the ending balance was $ 5.5 million and $ 5.0 million at March 31, 2023 and December 31, 2022, respectively.

(2) The amount of net deferred costs on originated loans included in the ending balance was $ 6.1 million and $ 5.0 million at June 30, 2023 and December 31, 2022, respectively.

Loan Modifications

6 unchanged sentences

This change in methodology did not have a material impact on the Company's allowance for credit loss estimate.

The following table presents the amortized cost basis at March 31, 2023 of loans modified to borrowers experiencing financial difficulty during the three month period then ended, disaggregated by class of financing receivable and type of modification granted:

The following table presents the amortized cost basis of loans modified to borrowers experiencing financial difficulty during the three and six month periods ended June 30, 2023, disaggregated by class of financing receivable and type of modification granted:

Three Months Ended June 30, 2023 Six Months Ended June 30, 2023

Term Extension

Amortized Cost Basis % of Total Class of Financing Receivable

Amortized Cost Basis % of Total Class of Financing Receivable Amortized Cost Basis % of Total Class of Financing Receivable

Loan Category (Dollars in thousands)

Commercial and industrial $ 8,193 0.48 % $ 8,193 0.48 %

Commercial real estate 15,921 0.20 % 18,461 0.24 %

Commercial construction 2,369 0.23 % 2,369 0.23 %

Small business — — % 105 0.04 %

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Other-Than-Insignificant Payment Delay

Amortized Cost Basis % of Total Class of Financing Receivable

Amortized Cost Basis % of Total Class of Financing Receivable Amortized Cost Basis % of Total Class of Financing Receivable

Loan Category (Dollars in thousands)

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Combination - Interest Rate Reduction and Term Extension

Amortized Cost Basis % of Total Class of Financing Receivable

Amortized Cost Basis % of Total Class of Financing Receivable Amortized Cost Basis % of Total Class of Financing Receivable

Loan Category (Dollars in thousands)

Small business $ — — % $ 44 0.02 %

The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty for the period ending March 31, 2023:

Total $ — $ 44

Combination - Term Extension and Other-Than-Insignificant Payment Delay

Amortized Cost Basis % of Total Class of Financing Receivable Amortized Cost Basis % of Total Class of Financing Receivable

Loan Category (Dollars in thousands)

Commercial and industrial $ 1,965 0.11 % $ 1,965 0.11 %

Commercial real estate 6,857 0.09 % 6,857 0.09 %

Total $ 8,822 $ 8,822

The table above is reflective of all modifications during the periods presented, which may in certain instances include multiple modifications of the same loan.

As such, the above amounts may not reflect outstanding balances at period end.

The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulty for the three and six months ending June 30, 2023:

Three Months Ended June 30, 2023

Term Extension

Loan Category Financial Effect

Commercial real estate Added a weighted-average contractual term of 2 months to the life of the loan, which reduced monthly payment amounts for the borrowers.

Small business Added a weighted-average contractual term of 4.3 years to the life of loans, which reduced monthly payment amounts for the borrowers.

Commercial and industrial Added a weighted-average contractual term of 1 month to the life of the loans

Commercial real estate Added a weighted-average contractual term of 1.9 years to the life of the loans

Commercial construction Added a weighted-average contractual term of 2 months to the life of the loans

Six Months Ended June 30, 2023

Term Extension

Loan Category Financial Effect

Commercial and industrial Added a weighted-average contractual term of 1 month to the life of the loans

Commercial real estate Added a weighted-average contractual term of 1.8 years to the life of the loans

Commercial construction Added a weighted-average contractual term of 2 months to the life of the loans

Small business Added a weighted-average contractual term of 4.3 years to the life of the loans

Interest Rate Reduction

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Small business Reduced weighted-average contractual interest rate from 10.00 % to 6.50 %

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 depicts the performance of loans that have been modified in the last 12 months as of June 30, 2023:

June 30, 2023

Payment Status (Amortized Cost Basis)

Current (1) 30-89 Days Past Due 90+ Days Past Due

(Dollars in thousands)

Commercial and industrial $ 12,963 $ — $ —

Commercial real estate 17,211 15,120 —

Commercial construction 2,369 — —

Small business 149 — —

Total $ 32,692 $ 15,120 $ —

(1) Current amounts above are inclusive of $ 19.6 million of loans on nonaccrual status as it is the Company's policy for loans to remain current with respect to principal and interest for up to six months prior being restored to accrual status.

The Company considers a loan to have defaulted when it reaches 90 days past due.

During the six months ended June 30, 2023, there were no loans modified to borrowers experiencing financial difficulty within the previous 12 months that subsequently defaulted, and during the six months ended June 30, 2022 there were no TDRs modified during the previous 12 months that subsequently defaulted.

The following table shows the Company’s total TDRs and other pertinent information as of the date indicated:

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Total TDRs $ 22,798

There were no new TDRs during the three months ended March 31, 2022.

At March 31, 2023, the Company did not have any additional commitments to lend to borrowers experiencing financial difficulty who were party to a loan modification.

There were no new TDRs during the three or six months ended June 30, 2022.

At June 30, 2023, the Company did not have any additional commitments to lend to borrowers experiencing financial difficulty who were party to a loan modification.

At December 31, 2022, the Company had additional commitments to lend to borrowers who had been a party to a TDR of $ 64,000 .

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

The Company considers a loan to have defaulted when it reaches 90 days past due.

During the three months ended March 31, 2023 there were no loans modified to borrowers experiencing financial difficulty that subsequently defaulted, and during the three months ended March 31, 2022, there were no TDRs that were modified during the prior twelve months that subsequently defaulted.

Accordingly, all loans modified to borrowers experiencing financial difficulty during the period remained current and were performing in accordance with the modified terms as of March 31, 2023.

NOTE 5 - BORROWINGS

During the three months ended March 31, 2023, the Company entered into advances with the Federal Home Loan Bank ("FHLB") of $ 879.0 million, due primarily to deposit balance reductions, share repurchase activity, and a proactive strategy to bolster on-balance sheet liquidity during the quarter.

These borrowings were comprised of comprised of $ 379.0 million in overnight FHLB borrowings carrying a rate of 4.95 % at March 31, 2023, as well as $ 500.0 million in one-month term FHLB advances carrying a weighted average interest rate of 5.03 % at March 31, 2023.

In conjunction with the one-month term FHLB advances, the Company entered into hedges to convert the cost of these borrowings to a total weighted average cost of 4.47 % at March 31, 2023.

Federal Home Loan Bank Borrowings

The Company typically utilizes FHLB advances for certain short-term and long-term borrowing needs, as deemed necessary.

During the first quarter of 2023, the Company entered into net advances with the Federal Home Loan Bank ("FHLB") of $ 879.0 million, due primarily to deposit balance reductions, share repurchase activity, and a proactive strategy to bolster on-balance sheet liquidity at March 31, 2023.

During the second quarter, the Company experienced a stabilizing deposit base, lowered the amount of on balance sheet liquidity maintained, and as a result reduced the total amount of outstanding FHLB borrowings at June 30, 2023 to $ 788.5 million.

The June 30, 2023 FHLB balances were comprised of the following:

Average Effective Rate,

Total Contractual Net of

Outstanding Rate Hedges

(Dollars in thousands)

Overnight Borrowings $ 87,860 5.27 % n/a

1-Month Term 300,000 5.29 % n/a

1-Month Term 400,000 5.32 % 3.94 %

Amortizing 619 1.65 % n/a

Total $ 788,479

At June 30, 2023 and December 31, 2022, the Company had sufficient collateral at the FHLB to support its obligations and was in compliance with the FHLB's collateral pledging program.

The Company’s FHLB advances are collateralized by a blanket pledge agreement on the Bank’s FHLB stock, certain qualified investment securities, deposits at the FHLB, residential mortgages, and by certain commercial real estate loans held in the Bank’s portfolio.

The carrying value of loans pledged as collateral for these borrowings totaled $ 3.7 billion and $ 2.7 billion at June 30, 2023 and December 31, 2022, respectively, resulting in available borrowing capacity with the FHLB of $ 1.8 billion both June 30, 2023 and December 31, 2022.

Long-Term Debt

The following table summarizes long-term debt, net of debt issuances costs, at the dates indicated:

June 30 December 31

(Dollars in thousands)

Junior subordinated debentures

Capital Trust V 51,516 51,514

Central Trust I 5,258 5,258

Central Trust II 6,083 6,083

Subordinated debentures 49,933 49,885

Total long-term debt $ 112,790 $ 112,740

The interest expense on long-term debt was $ 3.3 million and $ 1.9 million for the six months ended June 30, 2023 and 2022, respectively.

Junior Subordinated Debentures :

The junior subordinated debentures are issued to various trust subsidiaries of the Company.

These trusts were formed for the purpose of issuing trust preferred securities, which were then sold in a private placement offering.

The proceeds from the sale of the securities and the issuance of common stock by these trusts were invested in these Junior Subordinated Debentures issued by the Company.

These trust preferred securities bear interest at a rate of three-month LIBOR ( 5.55 % at June 30, 2023) plus applicable spread, or equivalent alternate rate.

Information relating to these trust preferred securities at June 30, 2023 is as follows:

Trust Principal Amount Maturity Date Interest Rate Spread All-in Rate

(Dollars in thousands)

Capital Trust V $ 50,000 3/15/2037 1.48 % 7.03 %

Central Trust I (1) $ 5,100 9/16/2034 2.44 % 7.99 %

Central Trust II (1) $ 5,900 3/15/2037 1.65 % 7.20 %

(1) These securities noted above are callable quarterly until maturity.

Subordinated Debentures :

On March 14, 2019 the Company issued subordinated debentures with an aggregate principal amount of $ 50.0 million in a private placement transaction to institutional accredited investors, which remained outstanding at June 30, 2023 and December 31, 2022.

The subordinated debentures mature on March 15, 2029.

However, with regulatory approval, the Company may redeem the subordinated debentures without penalty at any scheduled payment date on or after March 15, 2024 with 30 days notice.

The subordinated debentures carry a fixed rate of interest of 4.75 % through March 15, 2024, after which interest converts to a variable rate of the then current three-month LIBOR rate plus 219 basis points, or equivalent alternate rate.

At June 30, 2023, the Company held no long-term debt scheduled to mature within the next 5 years.

NOTE 6 - STOCK BASED COMPENSATION

During the three months ended March 31, 2023, the Company had the following activity related to stock based compensation:

During the six months ended June 30, 2023, the Company had the following activity related to stock based compensation:

Time Vested Restricted Stock Awards

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2/16/2023 12,309 2005 Employee Stock Plan $ 80.65 Ratably over 5 years, on each anniversary of February 6, 2023 start date

5/15/2023 1,080 2005 Employee Stock Plan $ 46.21 Ratably over 3 years from grant date

5/23/2023 12,410 2018 Non-Employee Director Stock Plan $ 48.35 Shares vested immediately

5/30/2023 890 2023 Omnibus Incentive Plan (1) $ 45.09 Ratably over 3 years from grant date

(1) The 2023 Omnibus Incentive Plan was approved by the Company's shareholders on May 18, 2023 and replaces the Company's Second Amended and Restated 2005 Employee Stock Plan.

Performance-Based Restricted Stock Awards

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The following tables reflect the Company's derivative positions at the dates indicated below for interest rate swaps which qualify as cash flow hedges for accounting purposes:

March 31, 2023

June 30, 2023

Weighted Average Rate

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For derivative instruments that are designated and qualify as cash flow hedging instruments, the effective portion of the gains or losses is reported as a component of other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The Company expects approximately $ 3.1 million (pre-tax) to be reclassified as an increase to interest income and $ 25.0 million (pre-tax) to be reclassified as an increase to interest expense, from OCI related to the Company’s cash flow hedges in the twelve months following March 31, 2023.

This reclassification is due to anticipated payments that will be made and/or received on the swaps based upon the forward curve at March 31, 2023.

The Company had no fair value hedges as of March 31, 2023 or December 31, 2022.

The Company expects approximately $ 6.1 million (pre-tax) to be reclassified as an increase to interest income and $ 30.0 million (pre-tax) to be reclassified as an increase to interest expense, from OCI related to the Company’s cash flow hedges in the twelve months following June 30, 2023.

This reclassification is due to anticipated payments that will be made and/or received on the swaps based upon the forward curve at June 30, 2023.

The Company had no fair value hedges as of June 30, 2023 or December 31, 2022.

Customer Related Positions

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(1) Less than 1 year Less than 2 years Less than 3 years Less than 4 years Thereafter Total Fair Value

March 31, 2023

June 30, 2023

(Dollars in thousands)

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The change in fair value of loans held for sale is recorded in current period earnings as a component of mortgage banking income in accordance with the Company's fair value election.

The change in fair value associated with loans held for sale was a decrease of $ 17,000 and $ 548,000 for the three months ended March 31, 2023 and 2022, respectively.

The fair value of loans held for sale increased by $ 14,000 and $ 122,000 for the three months ended June 30, 2023 and 2022, respectively, and decreased by $ 3,000 and $ 426,000 for the six months ended June 30, 2023 and 2022, respectively.

These amounts were offset in earnings by the change in the fair value of mortgage derivatives.

17 unchanged sentences

The Company expects that these best efforts forward loan sale commitments will experience a net neutral shift in fair value with related derivative loan commitments.

The aggregate amount of net realized gains on sales of such loans included within mortgage banking income was $ 174,000 and $ 599,000 for the three months ended March 31, 2023 and 2022, respectively.

The aggregate amount of net realized gains or losses on sales of such loans included within mortgage banking income was net realized gains of $ 170,000 and net realized losses of $ 278,000 for the three months ended June 30, 2023 and 2022, respectively and net realized gains of $ 344,000 and $ 321,000 for the six months ended June 30, 2023 and 2022, respectively.

Balance Sheet Offsetting

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2023 December 31

2022 March 31

2023 December 31

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(2) All liability derivatives are reflected in other liabilities on the balance sheet.

(3) As of March 31, 2023, approximately $ 30,000 of accrued interest payable is included in the fair value of interest rate derivative assets and approximately $ 2.5 million of accrued interest receivable is included in the fair value of loan level derivative assets.

(3) As of June 30, 2023, approximately $ 323,000 and $ 2.8 million of accrued interest receivable is included in the fair value of interest rate and loan level derivative assets, respectively.

Accrued interest receivable of approximately $ 2.2 million is included in the fair value of loan level derivative assets at December 31, 2022.

(4) Approximately $ 1.6 million and $ 2.5 million of accrued interest payable is included in the fair value of interest rate and loan level derivative liabilities, respectively, at March 31, 2023, in comparison to accrued interest payable of approximately $ 1.3 million and $ 2.2 million, respectively, at December 31, 2022.

(4) Approximately $ 2.1 million and $ 2.8 million of accrued interest payable is included in the fair value of interest rate and loan level derivative liabilities, respectively, at June 30, 2023, in comparison to accrued interest payable of approximately $ 1.3 million and $ 2.2 million, respectively, at December 31, 2022.

(5) Netting adjustments represent the amounts recorded to convert derivative assets and liabilities cleared through CME from a gross basis to a net basis, inclusive of the variation margin payments, in accordance with applicable accounting guidance.

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The table below presents the effect of the Company’s derivative financial instruments included in OCI and current earnings for the periods indicated:

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2023 2022 2023 2022

(Dollars in thousands)

Derivatives designated as hedges

Gain (loss) in OCI on derivatives (effective portion), net of tax $ 10,163 $ ( 17,950 )

(Loss) gain in OCI on derivatives (effective portion), net of tax $ ( 5,448 ) $ ( 7,649 ) $ 4,715 $ ( 25,599 )

(Loss) gain reclassified from OCI into interest income or interest expense (effective portion) $ ( 7,020 ) $ 3,515 $ ( 13,259 ) $ 8,020

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If the Company fails to meet these conditions, the counterparties could request the Company make immediate payment or demand that the Company provide immediate and ongoing full collateralization on derivative positions in net liability positions.

All derivative instruments with credit-risk contingent features were in a net asset position at March 31, 2023 and December 31, 2022.

All derivative instruments with credit-risk contingent features were in a net asset position at June 30, 2023 and December 31, 2022.

By using derivatives, the Company is exposed to credit risk to the extent that counterparties to the derivative contracts do not perform as required.

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As such, management believes the risk of incurring credit losses on derivative contracts with those counterparties is remote.

The Company's exposure relating to institutional counterparties was $ 95.3 million and $ 121.2 million at March 31, 2023 and December 31, 2022, respectively.

The Company’s exposure relating to customer counterparties was approximately $ 5.9 million and $ 2.2 million at March 31, 2023 and December 31, 2022, respectively.

The Company's exposure relating to institutional counterparties was $ 126.6 million and $ 121.2 million at June 30, 2023 and December 31, 2022, respectively.

The Company’s exposure relating to customer counterparties was approximately $ 2.1 million and $ 2.2 million at June 30, 2023 and December 31, 2022, respectively.

Credit exposure may be reduced by the value of collateral pledged by the counterparty.

17 unchanged sentences

Valuation Techniques

There were no changes in the valuation techniques used during the three months ended March 31, 2023.

There were no changes in the valuation techniques used during the six months ended June 30, 2023.

Trading and Equity Securities

34 unchanged sentences

Although the Company has determined that the majority of the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate derivatives and risk participation agreements may also utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

However, as of March 31, 2023 and December 31, 2022, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

However, as of June 30, 2023 and December 31, 2022, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

As a result, the Company has determined that its derivative valuations in their entirety are properly classified as Level 2.

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(Level 2) Significant

March 31, 2023

June 30, 2023

(Dollars in thousands)

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(Level 2) Significant

March 31, 2023

June 30, 2023

(Dollars in thousands)

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A portion of the Company's noninterest income is derived from contracts with customers, and as such, the revenue recognized depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company accounts for such revenues in accordance with ASC 606 - Revenue from Contracts with Customers considers the terms of the contract and all relevant facts and circumstances when applying this guidance.

The Company accounts for such revenues in accordance with ASC 606 - Revenue from Contracts with Customers and considers the terms of the contract and all relevant facts and circumstances when applying this guidance.

To ensure its alignment with this core principle, the Company measures revenue and the timing of recognition by applying the following five steps:

6 unchanged sentences

The following table presents the revenue streams that the Company has disaggregated as of the periods indicated:

Three Months Ended

2023 March 31

Three Months Ended Six Months Ended

(Dollars in thousands)

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The following table provides the amount of investment management revenue earned but not received as of the dates indicated:

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

(Dollars in thousands)

29 unchanged sentences

Three Months Ended

March 31, 2023

June 30, 2023 Six Months Ended

June 30, 2023

Amount Tax (Expense)

Benefit After Tax

Amount Pre-Tax

Amount Tax (Expense)

Benefit After Tax

(Dollars in thousands)

8 unchanged sentences

Net change in other comprehensive income for defined benefit postretirement plans (1) ( 128 ) 37 ( 91 ) ( 255 ) 72 ( 183 )

Total other comprehensive income $ 36,196 $ ( 9,057 ) $ 27,139

Total other comprehensive (loss) income $ ( 22,700 ) $ 5,710 $ ( 16,990 ) $ 13,496 $ ( 3,347 ) $ 10,149

Three Months Ended

March 31, 2022

June 30, 2022 Six Months Ended

June 30, 2022

Amount Tax (Expense)

Benefit After Tax

Amount Pre-Tax

Amount Tax (Expense)

Benefit After Tax

(Dollars in thousands)

18 unchanged sentences

Ending balance:

March 31, 2023 $ ( 111,589 ) $ ( 26,467 ) $ 2,111 $ ( 135,945 )

June 30, 2023 $ ( 123,040 ) $ ( 31,915 ) $ 2,020 $ ( 152,935 )

Beginning balance:

2 unchanged sentences

Ending balance:

March 31, 2022 $ ( 72,223 ) $ ( 3,813 ) $ ( 2,166 ) $ ( 78,202 )

June 30, 2022 $ ( 95,957 ) $ ( 11,462 ) $ ( 2,045 ) $ ( 109,464 )

NOTE 11 - COMMITMENTS AND CONTINGENCIES

17 unchanged sentences

The following table summarizes the above financial instruments at the dates indicated:

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

(Dollars in thousands)

9 unchanged sentences

Other Contingencies

At March 31, 2023, the Bank was involved in pending lawsuits that arose in the ordinary course of business.

At June 30, 2023, the Bank was involved in pending lawsuits that arose in the ordinary course of business.

Management has reviewed these pending lawsuits with legal counsel and has taken into consideration the view of counsel as to their outcome.

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements