What changed in this filing

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Item 1. Financial Statements

2025-05-07 compared with 2024-11-07 · 156 added, 253 removed, 1136 unchanged (26% of the section changed)

52 unchanged sentences

issued and outstanding:

42,480,765 shares at September 30, 2024 and 42,873,187 shares at December 31, 2023 (includes 202,940 and 162,812 shares of unvested participating restricted stock awards, respectively)

42,610,271 shares at March 31, 2025 and 42,500,611 shares at December 31, 2024 (includes 237,722 and 199,410 shares of unvested participating restricted stock awards, respectively)

Value of shares held in rabbi trust at cost:

79,686 shares at September 30, 2024 and 80,222 shares at December 31, 2023

80,155 shares at March 31, 2025 and 78,088 shares at December 31, 2024

( 3,524 ) ( 3,383 )

9 unchanged sentences

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

Three Months Ended Nine Months Ended

September 30 September 30

2024 2023 2024 2023

Three Months Ended

Interest income

28 unchanged sentences

FDIC assessment 2,988 2,982

Consulting expense 1,429 2,753 4,854 6,765

Debit card expense 1,935 2,478

Amortization of intangible assets 1,344 1,563

Merger and acquisition expense 1,155 —

Other noninterest expenses 14,997 15,646

13 unchanged sentences

(Unaudited—Dollars in thousands)

Three Months Ended Nine Months Ended

September 30 September 30

2024 2023 2024 2023

Three Months Ended

Net income $ 44,424 $ 47,770

8 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended September 30, 2024 and 2023

(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 Income (Loss) Total

Balance June 30, 2024 42,469,867 $ 423 $ ( 3,353 ) $ 3,353 $ 1,904,869 $ 1,128,182 $ ( 114,225 ) $ 2,919,249

Net income — — — — — 42,947 — 42,947

Other comprehensive income — — — — — — 37,023 37,023

Common dividend declared ($ 0.57 per share)

— — — — — ( 24,214 ) — ( 24,214 )

Stock based compensation — — — — 1,514 — — 1,514

Restricted stock awards issued, net of awards surrendered ( 2,559 ) — — — ( 20 ) — — ( 20 )

Shares issued under direct stock purchase plan 13,457 — — — 649 — — 649

Deferred compensation and other retirement benefit obligations — — ( 46 ) 46 — — — —

Balance September 30, 2024 42,480,765 $ 423 $ ( 3,399 ) $ 3,399 $ 1,907,012 $ 1,146,915 $ ( 77,202 ) $ 2,977,148

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

Net income — — — — — 60,808 — 60,808

Other comprehensive loss — — — — — — ( 7,811 ) ( 7,811 )

Common dividend declared ($ 0.55 per share)

— — — — — ( 24,277 ) — ( 24,277 )

Proceeds from exercise of stock options, net of cash paid 1,572 — — — 1 — — 1

Stock based compensation — — — — 1,128 — — 1,128

Restricted stock awards issued, net of awards surrendered ( 4,838 ) — — — ( 26 ) — — ( 26 )

Shares issued under direct stock purchase plan 14,338 — — — 671 — — 671

Deferred compensation and other retirement benefit obligations — — ( 46 ) 46 — — — —

Balance September 30, 2023 44,141,973 $ 440 $ ( 3,335 ) $ 3,335 $ 1,999,448 $ 1,046,266 $ ( 160,746 ) $ 2,885,408

INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Nine Months Ended September 30, 2024 and 2023

Three Months Ended March 31, 2025 and 2024

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

10 unchanged sentences

Shares issued under direct stock purchase plan 9,230 — — — 595 — — 595

Shares repurchased under share repurchase program (1) ( 532,266 ) ( 5 ) — — ( 31,292 ) — — ( 31,297 )

Deferred compensation and other retirement benefit obligations — — ( 141 ) 141 — — — —

Balance September 30, 2024 42,480,765 $ 423 $ ( 3,399 ) $ 3,399 $ 1,907,012 $ 1,146,915 $ ( 77,202 ) $ 2,977,148

Balance March 31, 2025 42,610,271 $ 424 $ ( 3,524 ) $ 3,524 $ 1,911,162 $ 1,192,008 $ ( 70,202 ) $ 3,033,392

Balance December 31, 2023 42,873,187 $ 427 $ ( 3,298 ) $ 3,298 $ 1,932,163 $ 1,077,488 $ ( 114,827 ) $ 2,895,251

Net income — — — — — 47,770 — 47,770

Other comprehensive income — — — — — — 2,338 2,338

Other comprehensive loss — — — — — — ( 4,511 ) ( 4,511 )

Common dividend declared ($ 0.57 per share)

— — — — — ( 24,197 ) — ( 24,197 )

Proceeds from exercise of stock options, net of cash paid 3,238 — — — 81 — — 81

Stock based compensation — — — — 1,300 — — 1,300

3 unchanged sentences

Deferred compensation and other retirement benefit obligations — — ( 105 ) 105 — — — —

Balance September 30, 2023 44,141,973 $ 440 $ ( 3,335 ) $ 3,335 $ 1,999,448 $ 1,046,266 $ ( 160,746 ) $ 2,885,408

(1) Inclusive of $ 311,000 and $ 1.2 million impact of excise tax attributable to shares repurchased under the share repurchase program during the nine months ended September 30, 2024 and September 30, 2023, respectively .

Balance March 31, 2024 42,452,457 $ 422 $ ( 3,403 ) $ 3,403 $ 1,902,063 $ 1,101,061 $ ( 119,338 ) $ 2,884,208

(1) Inclusive of $ 311,000 impact of excise tax attributable to shares repurchased under a share repurchase program during the three months ended March 31, 2024 .

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

2 unchanged sentences

(Unaudited—Dollars in thousands)

Nine Months Ended

Three Months Ended

Cash flow from operating activities

8 unchanged sentences

Net loss on bank premises and equipment 74 12

Realized gain on sale leaseback transaction — ( 193 )

Stock based compensation 1,896 1,300

2 unchanged sentences

Operating lease payments ( 3,991 ) ( 3,836 )

Operating lease termination payments ( 389 ) —

Change in fair value on loans held for sale ( 57 ) ( 70 )

6 unchanged sentences

Net cash provided by operating activities 13,342 51,145

Cash flows provided by (used in) investing activities

Cash flows (used in) provided by investing activities

Purchases of equity securities ( 179 ) ( 165 )

5 unchanged sentences

Purchases of life insurance policies ( 47 ) ( 91 )

Proceeds from life insurance policies 1,566 3,934

Net increase in loans ( 23,735 ) ( 52,381 )

1 unchanged sentence

Proceeds from the sale of bank premises and equipment — 22

Net cash provided by (used in) investing activities 94,538 ( 230,922 )

Cash flows used in financing activities

Net increase in time deposits 581,845 816,896

Net decrease in other deposits ( 6,464 ) ( 1,636,503 )

Net (repayments of) advances from Federal Home Loan Bank borrowings ( 505,000 ) 887,000

Net cash (used in) provided by investing activities ( 19,913 ) 15,915

Cash flows provided by (used in) financing activities

Net (decrease) increase in time deposits ( 37,852 ) 251,465

Net increase (decrease) in other deposits 407,873 ( 73,832 )

Net repayments of Federal Home Loan Bank borrowings ( 138,000 ) ( 143,000 )

Proceeds from subordinated debentures, net of issuance costs 296,491 —

Repayments of subordinated debentures — ( 50,000 )

Net proceeds from exercise of stock options — 80

Restricted stock awards issued, net of awards surrendered ( 1,351 ) ( 792 )

2 unchanged sentences

Common dividends paid ( 24,225 ) ( 23,580 )

Net cash used in financing activities ( 81,447 ) ( 125,372 )

Net cash provided by (used in) financing activities 503,525 ( 70,074 )

Net increase (decrease) in cash and cash equivalents 496,954 ( 3,014 )

15 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 nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any other interim period.

Results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 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, 2024, filed with the Securities and Exchange Commission (the “2024 Form 10-K”).

NOTE 2 - RECENT ACCOUNTING STANDARDS UPDATES

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 220-40 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” Update No.

Update No 2024-03 was issued in November 2024 and requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses for both interim and annual reporting periods.

This standard is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of this standard and does not expect the adoption to have an impact on the Company’s financial statements.

FASB ASC Topic 740 “Income Taxes” Update No.

2023-09 was issued in December 2023 and aims to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information related to the effective tax rate reconciliation as well as information on income taxes paid.

This standard is effective for annual periods beginning after December 15, 2024 and requires prospective application with the option to apply retrospectively.

The adoption of this standard is not expected to have an impact on the Company’s financial statements.

NOTE 3 - SECURITIES

Trading Securities

The Company had trading securities of $ 4.4 million and $ 5.0 million as of September 30, 2024 and December 31, 2023, respectively.

The Company had trading securities of $ 4.8 million and $ 4.2 million as of March 31, 2025 and December 31, 2024, 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 $ 21.6 million and $ 22.5 million as of September 30, 2024 and December 31, 2023, respectively.

The Company had equity securities of $ 21.3 million and $ 21.2 million as of March 31, 2025 and December 31, 2024, 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 Nine Months Ended

September 30 September 30

2024 2023 2024 2023

Three Months Ended

Dollars in thousands

Net gains (losses) recognized during the period on equity securities $ 685 $ ( 363 ) 1,187 272

net gains (losses) recognized during the period on equity securities sold during the period 81 ( 34 ) 519 ( 33 )

Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date $ 604 $ ( 329 ) $ 668 $ 305

Net gains recognized during the period on equity securities $ 98 $ 609

net gains recognized during the period on equity securities sold during the period 6 435

Unrealized gains recognized during the reporting period on equity securities still held at the reporting date $ 92 $ 174

Available for Sale Securities

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) at the dates indicated:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Gains Gross Unrealized

12 unchanged sentences

Total available for sale securities $ 1,365,523 $ 1,037 $ ( 82,793 ) $ — $ 1,283,767 $ 1,353,964 $ 26 $ ( 103,046 ) $ — $ 1,250,944

Excluded from the table above is accrued interest on available for sale securities of $ 3.1 million and $ 3.4 million at September 30, 2024 and December 31, 2023, 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 nine months ended September 30, 2024 and 2023.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status at September 30, 2024 and December 31, 2023.

Excluded from the table above is accrued interest on available for sale securities of $ 3.2 million and $ 2.9 million at March 31, 2025 and December 31, 2024, respectively, which is included within other assets on the Consolidated Balance Sheets.

The Company did not record any write-offs of accrued interest income on available for sale securities during the three months ended March 31, 2025 and 2024.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status at March 31, 2025 and December 31, 2024.

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 and nine months ended September 30, 2024 and 2023, and therefore no gains or losses were realized during the periods presented.

The Company had no sales of securities available for sale during the three months ended March 31, 2025 and 2024, and therefore no gains or losses were realized for such periods.

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:

September 30, 2024

March 31, 2025

Less than 12 months 12 months or longer Total

8 unchanged sentences

Agency collateralized mortgage obligations 11 1,126 ( 3 ) 26,236 ( 1,768 ) 27,362 ( 1,771 )

State, county, and municipal securities 1 195 ( 2 ) — — 195 ( 2 )

Pooled trust preferred securities issued by banks and insurers 1 — — 1,095 ( 85 ) 1,095 ( 85 )

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 and nine months ended September 30, 2024 and 2023.

As a result, the Company did not recognize a provision for credit losses on these investments during the three months ended March 31, 2025 and 2024.

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 September 30, 2024:

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, 2025:

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:

1 unchanged sentence

The unrealized loss on this security is attributable to the illiquid nature of the trust preferred market in the current economic and regulatory environment.

Management evaluates collateral credit and instrument structure, including current and

expected deferral and default rates and timing.

Management evaluates collateral credit and instrument structure, including current and expected deferral and default rates and timing.

In addition, discount rates are determined by evaluating comparable spreads observed currently in the market for similar instruments.

1 unchanged sentence

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:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Gains Gross Unrealized

4 unchanged sentences

(Dollars in thousands)

government agency securities $ 28,218 $ — $ ( 156 ) $ — $ 28,062 $ 29,521 $ — $ ( 1,113 ) $ — $ 28,408

treasury securities $ 100,812 $ — $ ( 6,266 ) $ — $ 94,546 $ 100,791 $ — $ ( 7,769 ) $ — $ 93,022

1 unchanged sentence

Agency collateralized mortgage obligations 410,186 — ( 57,431 ) — 352,755 422,827 — ( 65,143 ) — 357,684

Single issuer trust preferred securities issued by banks 1,500 — ( 49 ) — 1,451 1,500 — ( 127 ) — 1,373

Small business administration pooled securities 119,929 72 ( 5,408 ) — 114,593 122,868 — ( 8,135 ) — 114,733

2 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 and nine months ended September 30, 2024 and 2023.

Excluded from the table above is accrued interest on held to maturity securities of $ 4.0 million and $ 4.3 million at September 30, 2024 and December 31, 2023, 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 nine months ended September 30, 2024 and 2023.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status at September 30, 2024 and December 31, 2023.

Excluded from the table above is accrued interest on held to maturity securities of $ 3.2 million and $ 3.8 million at March 31, 2025 and December 31, 2024, respectively, which is included within other assets on the Consolidated Balance Sheets.

The Company did not record any write-offs of accrued interest income on held to maturity securities during the three months ended March 31, 2025 and 2024.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status at March 31, 2025 and December 31, 2024.

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 nine months ended September 30, 2024 and 2023, and therefore no gains or losses were realized for such periods.

The Company had no sales of held to maturity securities during the three months ended March 31, 2025 and 2024, 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 September 30, 2024, all held to maturity securities held by the Company were rated investment grade or higher.

As of March 31, 2025, 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 securities available for sale and securities held to maturity at September 30, 2024 is presented below:

A schedule of the contractual maturities of securities available for sale and securities held to maturity at March 31, 2025 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

14 unchanged sentences

Held to maturity securities

government agency securities $ 28,218 $ 28,062 $ — $ — $ — $ — $ — $ — $ 28,218 $ 28,062

treasury securities $ — $ — $ 99,818 $ 93,703 $ 994 $ 843 $ — $ — $ 100,812 $ 94,546

1 unchanged sentence

Agency collateralized mortgage obligations — — 61,071 57,957 15,769 14,229 333,346 280,569 410,186 352,755

Single issuer trust preferred securities issued by banks — — 1,500 1,451 — — — — 1,500 1,451

Small business administration pooled securities — — — — 6,392 5,986 113,537 108,607 119,929 114,593

1 unchanged sentence

Total $ 204,885 $ 201,650 $ 1,439,137 $ 1,355,864 $ 239,171 $ 214,266 $ 892,289 $ 801,120 $ 2,775,482 $ 2,572,900

Included in the table above are $ 26.2 million of callable securities at September 30, 2024.

The carrying value of securities pledged to secure public funds, trust deposits, and for other purposes, as required or permitted by law, was $ 2.2 billion and $ 1.7 billion at September 30, 2024 and December 31, 2023, respectively.

At September 30, 2024 and December 31, 2023, 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 is $ 25.1 million of callable securities at March 31, 2025.

The carrying value of securities pledged to secure public funds, trust deposits, and for other purposes, as required or permitted by law, was $ 2.2 billion and $ 2.1 billion at March 31, 2025 and December 31, 2024, respectively.

At March 31, 2025 and December 31, 2024, 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 September 30, 2024

Three Months Ended March 31, 2025

(Dollars in thousands)

11 unchanged sentences

Ending balance (1) $ 34,200 $ 60,117 $ 8,377 $ 4,318 $ 25,469 $ 10,846 $ 765 $ 144,092

Three Months Ended September 30, 2023

(Dollars in thousands)

Commercial and

Industrial Commercial

Real Estate Commercial

Construction Small

Business Residential

Real Estate Home Equity Other Consumer Total

Allowance for credit losses

Beginning balance $ 15,142 $ 78,396 $ 9,038 $ 3,606 $ 21,465 $ 12,433 $ 567 $ 140,647

Charge-offs — ( 5,072 ) — ( 112 ) — — ( 834 ) ( 6,018 )

Recoveries 111 — — 35 — 12 282 440

Provision for (release of) credit losses 1,681 1,078 ( 208 ) 385 1,682 101 781 5,500

Ending balance (1) $ 16,934 $ 74,402 $ 8,830 $ 3,914 $ 23,147 $ 12,546 $ 796 $ 140,569

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2024

(Dollars in thousands)

11 unchanged sentences

Ending balance (1) $ 35,175 $ 63,243 $ 7,573 $ 4,028 $ 24,180 $ 12,042 $ 707 $ 146,948

Nine Months Ended September 30, 2023

(Dollars in thousands)

Commercial and

Industrial Commercial

Real Estate Commercial

Construction Small

Business Residential

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 ) ( 5,072 ) — ( 199 ) — — ( 1,858 ) ( 30,600 )

Recoveries 132 — — 74 — 38 756 1,000

Provision for (release of) credit losses 12,714 1,675 ( 1,932 ) 1,205 2,174 1,004 910 17,750

Ending balance (1) $ 16,934 $ 74,402 $ 8,830 $ 3,914 $ 23,147 $ 12,546 $ 796 $ 140,569

(1) Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to $ 55.3 million and $ 58.1 million as of September 30, 2024 and September 30, 2023, respectively.

The balance of allowance for credit losses increased to $ 163.7 million as of September 30, 2024 compared to $ 142.2 million at December 31, 2023, driven primarily by specific reserve allocations on certain commercial loans during the nine months ended September 30, 2024.

(1) Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to $ 53.7 million and $ 59.3 million as of March 31, 2025 and March 31, 2024, respectively.

The balance of allowance for credit losses decreased $ 25.9 million to $ 144.1 million as of March 31, 2025, as compared to $ 170.0 million at December 31, 2024, driven primarily by charge-offs on two previously classified commercial loans which had been reserved for in prior periods, partially offset by additional specific reserve allocations on certain commercial loans during the first quarter of 2025 .

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

3 unchanged sentences

• Commercial and Industrial :

Consists of revolving, nonrevolving, and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and/or capital investment.

Consists of revolving, non-revolving, and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and/or capital investment, as well as loans to finance owner-occupied commercial properties.

Collateral generally consists of accounts receivable, inventory, plant and equipment, real estate, or other business assets.

1 unchanged sentence

• Commercial Real Estate :

Consists of mortgage loans to finance investment in real property such as multi-family residential, commercial/retail, office, industrial, hotels, educational and healthcare facilities, as well as other specific use properties and is inclusive of owner-occupied commercial properties.

Loans are typically written with amortizing payment structures.

4 unchanged sentences

Consists of short-term construction loans, revolving and nonrevolving credit lines and construction/permanent loans to finance the acquisition, development and construction or rehabilitation of real property.

Project types include residential land development, one-to-four family, condominium, and multi-family home construction, commercial/retail, office, industrial, hotels, educational and healthcare facilities as well as other specific use properties.

Project types include residential land development, one-to-four family, condominium, and multi-family home construction,

commercial/retail, office, industrial, hotels, educational and healthcare facilities as well as other specific use properties.

Loans may be written with non-amortizing or hybrid payment structures depending upon the type of project.

59 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:

September 30, 2024

March 31, 2025

2025 2024 2023 2022 2021 Prior Revolving Loans Revolving converted to Term Total (1)

48 unchanged sentences

Total current-period gross write-offs $ 1,140 $ 8,126 $ 24,864 $ 55 $ 7,020 $ — $ 195 $ — $ 41,400

September 30, 2023

December 31, 2024

2024 2023 2022 2021 2020 Prior Revolving Loans Revolving converted to Term Total (1)

62 unchanged sentences

LTV (re-valued)(2)(3) 44.4 % 43.9 %

(1) The average FICO scores at September 30, 2024 are based upon rescores from September 2024 as available for previously originated loans, or origination score data for loans booked in September 2024.

The average FICO scores at December 31, 2023 were based upon rescores available from December 2023, as available for previously originated loans, or origination score data for loans booked in December 2023.

(2) The combined LTV ratios for September 30, 2024 are based upon updated automated valuations as of August 2024, when available, and/or the most current valuation data available.

(1) The average FICO scores at March 31, 2025 are based upon rescores from March 2025 as available for previously originated loans, or origination score data for loans booked in March 2025.

The average FICO scores at December 31, 2024 were based upon rescores from December 2024, as available for previously originated loans, or origination score data for loans booked in December 2024.

(2) The combined LTV ratios for March 31, 2025 are based upon updated automated valuations as of February 2025, when available, and/or the most current valuation data available.

The combined LTV ratios for December 31, 2024 were based upon updated automated valuations as of November 2024, 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 September 30, 2024 and December 31, 2023, the Company's estimated reserve for unfunded commitments amounted to $ 1.4 million and $ 1.5 million, respectively.

Asset Quality

The Company's estimated reserve for unfunded commitments amounted to $ 1.4 million at both March 31, 2025 and December 31, 2024.

The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations.

4 unchanged sentences

Nonaccrual Balances

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

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

7 unchanged sentences

Total nonaccrual loans $ 30,861 $ 58,632 $ 89,493 $ 82,660 $ 18,869 $ 101,529

(1) Nonaccrual balances reported above without an allowance for credit losses are attributable to loans evaluated on an individual basis where it was determined that there was no risk of loss due to sufficient underlying collateral values, or reflect partially charged-off loans, with no risk of further loss.

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 and nine months ended September 30, 2024 and 2023, respectively, except for instances where nonaccrual loans were paid off in excess of the recorded book balance.

Total accrued interest reversed against interest income amounted to $ 95,000 and $ 62,000 for the three months ended September 30, 2024 and 2023, respectively, and $ 594,000 and $ 487,000 for the nine months ended September 30, 2024 and 2023, respectively.

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, 2025 and 2024, respectively, except for instances where nonaccrual loans were paid off in excess of the recorded book balance.

Total accrued interest reversed against interest income amounted to $ 344,000 and $ 385,000 for the three months ended March 31, 2025 and 2024, respectively.

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(Dollars in thousands)

2 unchanged sentences

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

September 30, 2024

March 31, 2025

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

40 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 $ 6.2 million and $ 6.4 million at September 30, 2024 and December 31, 2023, respectively.

Net unamortized discounts on acquired loans included in the ending balance were $ 8.3 million and $ 8.6 million at September 30, 2024 and December 31, 2023, respectively.

(2) The amount of net deferred fees/costs on originated loans included in the ending balance was $ 6.0 million and $ 6.1 million at March 31, 2025 and December 31, 2024, respectively.

Net unamortized discounts on acquired loans included in the ending balance were $ 7.7 million and $ 8.1 million at March 31, 2025 and December 31, 2024, respectively.

Loan Modifications

The following tables present the period end amortized cost basis of loans modified to borrowers experiencing financial difficulty during the periods indicated, disaggregated by class of financing receivable, type of modification granted and the financial effect of the modifications:

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

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

3 unchanged sentences

Commercial real estate 3,375 0.05 % Added a weighted-average contractual term of 6 months to the life of the loans

Residential real estate 277 0.01 % Extended contractual term on one loan by 17.8 years

Total $ 8,856

Nine Months Ended September 30, 2024

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

(Dollars in thousands)

Term Extension

Commercial and industrial $ 8,368 0.53 % Added a weighted-average contractual term of 7 months to the life of the loans

Commercial real estate 37,380 0.46 % Added a weighted-average contractual term of 1 year to the life of the loans

Commercial construction 3,488 0.47 % Added a weighted-average contractual term of 10 months to the life of the loans

Residential real estate 297 0.01 % Extended the contractual term on one loan by 6.2 years

Other Than Insignificant Payment Delay

Commercial real estate $ 11,002 0.17 % Modification was made with minimal financial effect

Total $ 11,002

Interest Rate Reduction

Small business $ 42 0.02 % Reduced contractual rate on one loan from 11.00 % to 8.20 %

Home equity 64 0.01 % Reduced contractual rate on one loan from 7.99 % to 7.00 %

Term Extension and Interest Rate Reduction

Commercial and industrial $ 97 0.01 % Extended the contractual term on one loan by 1.5 years and reduced the interest rate from 10.10 % to 7.20 %

Small business 34 0.01 % Extended the contractual term on one loan by 2.5 years and reduced the interest rate from 10.25 % to 6.50 %

Commercial real estate $ 12,109 0.18 % Extended the contractual term on one loan by 4.5 years and reduced the interest rate from 8.01 % to 7.45 %

Home equity 958 0.08 % Extended the contractual term on one loan by 25.0 years and reduced the interest rate from 7.25 % to 6.88 %

Other Than Insignificant Payment Delay

Commercial and industrial $ 1,809 0.11 % Modification was made with minimal financial effect

Commercial real estate 6,350 0.08 % Modification was made with minimal financial effect

Total $ 13,067

Total Outstanding Modified $ 32,925

Three Months Ended September 30, 2023

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

(Dollars in thousands)

Term Extension

Commercial and industrial $ 7,915 0.48 % Added a weighted-average contractual term of 2 months to the life of the loans

Commercial real estate 719 0.01 % Added a weighted-average contractual term of 2.9 years to the life of the loans

Total $ 8,634

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

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

2 unchanged sentences

Commercial and industrial $ 9,725 0.33 % Added a weighted-average contractual term of 3 months to the life of the loans

Commercial real estate 19,180 0.24 % Added a weighted-average contractual term of 1.8 years to the life of the loans

Commercial real estate 3,375 0.05 % Added a weighted-average contractual term of 6 months to the life of the loans

Commercial construction 10,644 1.28 % Added a weighted-average contractual term of 5 months to the life of the loans

Small business 105 0.04 % Added a weighted-average contractual term of 4.3 years to the life of the loans

Total $ 23,744

Other Than Insignificant Payment Delay

Interest Rate Reduction

Small business 51 0.02 % Reduced contractual rate on one loan from 11.00 % to 8.20 %

Other Than Insignificant Payment Delays

Commercial and industrial $ 8,160 0.28 % Modification was made with minimal financial effect

Commercial real estate 7,013 0.09 % Modification was made with minimal financial effect

Total $ 8,160

Term Extension and Interest Rate Reduction

Small business $ 44 0.02 % Reduced the contractual interest rate on one loan from 10.00 % to 6.50 %;

the financial effect of term extensions are included in term extension table shown above

Term Extension and Other Than Insignificant Payment Delay

Commercial and industrial $ 1,965 0.12 % The financial effects of term extensions are included in term extension table above, while the payment delay modifications had minimal financial effect

Commercial real estate 6,857 0.09 % The financial effects of term extensions are included in term extension table above, while the payment delay modifications had minimal financial effect

Total $ 8,822

Commercial and industrial $ 179 0.01 % Extended the contractual term on one loan by 1.5 years and reduced the interest rate from 10.10 % to 7.20 %

Home equity 72 0.01 % Extended the contractual term on one loan by 8.1 years and reduced the interest rate from 10.00 % to 6.80 %

Total Outstanding Modified $ 32,206

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 tables depict the amortized cost and payment status of loans that were modified during the previous 12 months as of the periods indicated:

September 30, 2024

Payment Status (Amortized Cost Basis)

Current 30-89 Days Past Due 90+ Days Past Due

(Dollars in thousands)

Commercial and industrial $ 10,467 $ — $ —

Commercial real estate 43,731 — —

Commercial construction 3,488 — —

Small business 146 34 —

Residential real estate 297 — —

Home equity 133 — —

Total $ 58,262 $ 34 $ —

September 30, 2023

Payment Status (Amortized Cost Basis)

Current 30-89 Days Past Due 90+ Days Past Due

(Dollars in thousands)

Commercial and industrial $ 7,409 $ 504 $ —

Commercial real estate 16,252 660 —

Small business 140 — —

Total $ 23,801 $ 1,164 $ —

At March 31, 2025, all material loans modified to borrowers experiencing financial difficulty during the previous twelve months were performing in accordance with modified terms, with the exception of one $ 4.6 million commercial real estate loan that was greater than 90 days past due at period end and in the process of being resolved.

At March 31, 2024, all material loans modified to borrowers experiencing financial difficulty during the previous twelve months were performing in accordance with modified terms.

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

At September 30, 2024, there were no loans modified to borrowers experiencing financial difficulty during the previous 12 months that subsequently defaulted during the three or nine months then ended.

During the three and nine months ended September 30, 2023, there was one commercial real estate loan that had a payment default and was modified within the previous 12 months as a combination term extension and other-than-insignificant payment delay, which had an amortized cost basis of $ 6.7 million.

At both September 30, 2024 and September 30, 2023, the Company had no additional commitments to lend to borrowers experiencing financial difficulty whose loans were modified and included in the above tables for the three and nine months then ended.

During the three months ended March 31, 2025 and March 31, 2024, respectively, there were no material loans that had a payment default during the period and were modified to a borrower experiencing financial difficulty in the previous twelve months.

At March 31, 2025 the Company had no additional commitments to lend to borrowers experiencing financial difficulty whose loans were modified and included in the above tables for the three months then ended.

At March 31, 2024, the Company had $ 640,000 in additional commitments to lend to one borrower experiencing financial difficulty, pertaining to a construction loan that was modified during the three months then ended with a term extension.

Loan modifications to borrowers experiencing financial difficulty are evaluated on a collective basis with loans sharing similar risk characteristics in accordance with the current expected credit loss ("CECL") methodology.

NOTE 5 - BORROWINGS

On March 25, 2025, the Company completed the issuance of $ 300.0 million of fixed-to-floating rate subordinated notes (“the Notes”).

The Notes mature on April 1, 2035, however, with regulatory approval, the Company may redeem the Notes without penalty at any scheduled payment date on or after April 1, 2030.

The Notes carry interest at a fixed rate of 7.25 % through April 1, 2030, after which the Notes convert to a variable rate.

The Company intends to use the net proceeds for general corporate purposes, which may include redeeming Enterprise Bancorp, Inc.’s (“Enterprise”) fixed-to-floating rate subordinated notes due July 15, 2030 following the consummation of the Company’s merger with Enterprise.

NOTE 6 - STOCK BASED COMPENSATION

During the nine months ended September 30, 2024, the Company had the following activity related to stock based compensation:

During the three months ended March 31, 2025, the Company had the following activity related to stock based compensation:

Time Vested Restricted Stock Awards

3 unchanged sentences

2/20/2025 113,000 2023 Omnibus Incentive Plan $ 68.83 Ratably over 3 years from grant date

5/21/2024 11,340 2018 Non-Employee Director Stock Plan $ 52.94 Shares vested immediately

8/15/2024 3,703 2023 Omnibus Incentive Plan $ 59.42 Ratably over 3 years from grant date

3/15/2025 2,600 2023 Omnibus Incentive Plan $ 62.84 Ratably over 3 years from February 20, 2025

Performance-Based Restricted Stock Awards

18 unchanged sentences

The amounts relating to the notional principal amount are not actually exchanged.

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:

September 30, 2024

The following tables reflect information about 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, 2025

Weighted Average Rate

23 unchanged sentences

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 $ 419,000 (pre-tax) to be reclassified as an increase to net interest income and $ 9.0 million (pre-tax) to be reclassified as a decrease to net interest income, from other comprehensive income related to the Company’s cash flow hedges in the twelve months following September 30, 2024.

This reclassification is due to anticipated payments that will be made and/or received on the swaps based upon the forward curve at September 30, 2024.

The Company had no fair value hedges as of September 30, 2024 or December 31, 2023.

The Company expects approximately $ 952,000 (pre-tax) to be reclassified as an increase to net interest income and $ 8.3 million (pre-tax) to be reclassified as a decrease to net interest income, from other comprehensive income related to the Company’s cash flow hedges in the twelve months following March 31, 2025.

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, 2025.

The Company had no fair value hedges as of March 31, 2025 or December 31, 2024.

Customer Related Positions

17 unchanged sentences

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

September 30, 2024

March 31, 2025

(Dollars in thousands)

31 unchanged sentences

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 fair value of loans held for sale decreased by $ 16,000 and $ 28,000 for the three months ended September 30, 2024 and 2023, respectively.

For the respective nine months ended September 30, 2024 and 2023, the fair value of loans held for sale increased by $ 167,000 and decreased by $ 31,000 .

The fair value of loans held for sale increased by $ 57,000 and $ 70,000 for the three months ended March 31, 2025 and 2024, 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 mortgage loans included within mortgage banking income was $ 1.7 million and $ 333,000 for the three months ended September 30, 2024 and 2023, respectively, and $ 3.2 million and $ 677,000 for the nine months ended September 30, 2024 and 2023, respectively.

The aggregate amount of net realized gains on sales of mortgage loans included within mortgage banking income was $ 705,000 and $ 593,000 for the three months ended March 31, 2025 and 2024, respectively.

Balance Sheet Offsetting

9 unchanged sentences

2025 December 31

2023 September 30

2024 March 31

2025 December 31

20 unchanged sentences

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

(3) Approximately $ 96,000 of accrued interest payable and $ 2.1 million of accrued interest receivable is included in the fair value of interest rate and loan level derivative assets, respectively, at September 30, 2024, in comparison to accrued interest receivable of approximately $ 316,000 and $ 3.0 million, respectively, at December 31, 2023.

(4) Approximately $ 777,000 and $ 2.1 million of accrued interest payable is included in the fair value of interest rate and loan level derivative liabilities, respectively, at September 30, 2024, in comparison to accrued interest payable of approximately $ 1.9 million and $ 3.0 million, respectively, at December 31, 2023.

(3) Approximately $ 119,000 and $ 1.7 million of accrued interest receivable is included in the fair value of interest rate and loan level derivative assets, respectively, at March 31, 2025, in comparison to accrued interest receivable of approximately $ 195,000 and $ 2.2 million, respectively, at December 31, 2024.

(4) Approximately $ 656,000 and $ 1.7 million of accrued interest payable is included in the fair value of interest rate and loan level derivative liabilities, respectively, at March 31, 2025, in comparison to accrued interest payable of approximately $ 825,000 and $ 2.2 million, respectively, at December 31, 2024.

(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.

1 unchanged sentence

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 Nine Months Ended

September 30 September 30

2024 2023 2024 2023

Three Months Ended

(Dollars in thousands)

Derivatives designated as hedges

Gain in OCI on derivatives (effective portion), net of tax $ 8,753 $ 202 $ 9,000 $ 4,917

Gain (loss) in OCI on derivatives (effective portion), net of tax $ 3,456 $ ( 1,488 )

Loss reclassified from OCI into interest income or interest expense (effective portion) $ ( 2,670 ) $ ( 5,856 )

8 unchanged sentences

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 September 30, 2024 and December 31, 2023.

All derivative instruments with credit-risk contingent features were in a net asset position at March 31, 2025 and December 31, 2024.

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

4 unchanged sentences

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 $ 66.0 million and $ 95.8 million at September 30, 2024 and December 31, 2023, respectively.

The Company’s exposure relating to customer counterparties was approximately $ 11.0 million and $ 5.6 million at September 30, 2024 and December 31, 2023, respectively.

The Company’s exposure relating to institutional counterparties was $ 72.1 million and $ 97.0 million at March 31, 2025 and December 31, 2024, respectively.

The Company’s exposure relating to customer counterparties was approximately $ 4.8 million and $ 1.4 million at March 31, 2025 and December 31, 2024, respectively.

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

18 unchanged sentences

Valuation Techniques

There were no changes in the valuation techniques used during the nine months ended September 30, 2024.

There were no changes in the valuation techniques used during the three months ended March 31, 2025.

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 September 30, 2024 and December 31, 2023, 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 March 31, 2025 and December 31, 2024, 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.

22 unchanged sentences

(Level 2) Significant

September 30, 2024

March 31, 2025

(Dollars in thousands)

50 unchanged sentences

(Level 2) Significant

September 30, 2024

March 31, 2025

(Dollars in thousands)

1 unchanged sentence

Securities held to maturity (a)

government agency securities $ 28,218 $ 28,062 $ — $ 28,062 $ —

treasury securities $ 100,812 $ 94,546 $ — $ 94,546 $ —

1 unchanged sentence

Agency collateralized mortgage obligations 410,186 352,755 — 352,755 —

Single issuer trust preferred securities issued by banks 1,500 1,451 — 1,451 —

Small business administration pooled securities 119,929 114,593 — 114,593 —

7 unchanged sentences

Junior subordinated debentures (g) 62,861 61,987 — 61,987 —

Subordinated debentures (f) 296,507 291,957 — — 291,957

Fair Value Measurements at Reporting Date Using

6 unchanged sentences

Securities held to maturity (a)

government agency securities $ 29,521 $ 28,408 $ — $ 28,408 $ —

treasury securities $ 100,791 $ 93,022 $ — $ 93,022 $ —

1 unchanged sentence

Agency collateralized mortgage obligations 422,827 357,684 — 357,684 —

Single issuer trust preferred securities issued by banks 1,500 1,373 — 1,373 —

Small business administration pooled securities 122,868 114,733 — 114,733 —

7 unchanged sentences

Junior subordinated debentures (g) 62,860 61,661 — 61,661 —

Subordinated debentures (f) 49,980 49,613 — — 49,613

(a) The fair values presented are based on quoted market prices, where available.

24 unchanged sentences

The Company has disaggregated its revenue from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

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

Three Months Ended Nine Months Ended

2024 September 30

2023 September 30

2024 September 30

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

Three Months Ended

2025 March 31

(Dollars in thousands)

47 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(Dollars in thousands)

26 unchanged sentences

Three Months Ended

September 30, 2024 Nine Months Ended

September 30, 2024

Amount Tax (Expense)

Benefit After Tax

Amount Pre-Tax

March 31, 2025

Amount Tax (Expense)

10 unchanged sentences

Net change in other comprehensive income for defined benefit postretirement plans (1) ( 62 ) 17 ( 45 )

Total other comprehensive income (loss) $ 48,704 $ ( 11,681 ) $ 37,023 $ 50,409 $ ( 12,784 ) $ 37,625

Total other comprehensive income $ 25,961 $ ( 6,156 ) $ 19,805

Three Months Ended

September 30, 2023 Nine Months Ended

September 30, 2023

Amount Tax (Expense)

Benefit After Tax

Amount Pre-Tax

March 31, 2024

Amount Tax (Expense)

10 unchanged sentences

Net change in other comprehensive income for defined benefit postretirement plans (1) ( 21 ) 6 ( 15 )

Total other comprehensive (loss) income $ ( 10,224 ) $ 2,413 $ ( 7,811 ) $ 3,272 $ ( 934 ) $ 2,338

Total other comprehensive loss $ ( 6,021 ) $ 1,510 $ ( 4,511 )

(1) The amortization of prior service costs is included in the computation of net periodic pension cost as disclosed in Note 12 - Employee Benefit Plans within the Notes to the Consolidated Financial Statements included in Item 8 of the Company’s 2024 Form 10-K.

7 unchanged sentences

Ending balance:

September 30, 2024 $ ( 67,561 ) $ ( 11,575 ) $ 1,934 $ ( 77,202 )

March 31, 2025 $ ( 63,094 ) $ ( 10,406 ) $ 3,298 $ ( 70,202 )

Beginning balance:

January 1, 2024 $ ( 96,231 ) $ ( 20,575 ) $ 1,979 $ ( 114,827 )

Net change in other comprehensive (loss) income ( 2,304 ) 4,917 ( 275 ) 2,338

Net change in other comprehensive income (loss) ( 3,008 ) ( 1,488 ) ( 15 ) ( 4,511 )

Ending balance:

September 30, 2023 $ ( 130,961 ) $ ( 31,713 ) $ 1,928 $ ( 160,746 )

March 31, 2024 $ ( 99,239 ) $ ( 22,063 ) $ 1,964 $ ( 119,338 )

NOTE 11 - COMMITMENTS AND CONTINGENCIES

17 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(Dollars in thousands)

6 unchanged sentences

Several of these leases contain renewal options to extend lease terms for a period of 1 to 20 years.

There has been no significant change in the future minimum lease payments payable by the Company since December 31, 2023.

See the Company's 2023 Form 10-K for information regarding leases and other commitments.

During the quarter ended March 31, 2025, there were no significant changes in future minimum lease payments payable by the Company.

Se e the Company's 2024 Form 10-K for information regarding leases and other commitments.

Other Contingencies

At September 30, 2024, the Bank was involved in pending lawsuits that arose in the ordinary course of business.

At March 31, 2025, 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.

In the opinion of management, the final disposition of pending lawsuits is not expected to have a material adverse effect on the Company’s financial position or results of operations.

NOTE 12 - SEGMENT INFORMATION

The Company is a bank holding company, the principal subsidiary of which is the Bank.

The Bank provides a variety of banking, investment, and financial services through its retail branches, commercial banking centers, investment management offices, and mortgage lending centers throughout Eastern Massachusetts, as well as in Worcester County and Rhode Island.

The Bank is a community-oriented commercial bank, and has only one reportable segment, which is community banking.

The community banking segment derives revenues primarily from providing loans to individuals and small-to-medium sized businesses in its market area.

The accounting policies of the community banking segment are the same as those described in Note 1, “Summary of Significant Accounting Policies” within the Notes to Consolidated Financial Statements included in Item 8 of the Company’s 2024 Form 10-K .

The Company’s reportable segment is determined by the Chief Executive Officer and Chief Financial Officer, who are the Company’s designated chief operating decision makers ("CODMs"), based upon information about the Company’s products and services offered to customers as part of its community banking operations.

The CODMs assess performance for the community banking segment and decide how to allocate resources based on the Company’s consolidated net income and diluted earnings per share, as reported in the Consolidated Statements of Income.

The significant expense categories reviewed by the CODMs are also consistent with those presented on the Consolidated Statements of Income, with an emphasis on interest expense on deposits and borrowings, as well as provision for credit losses, salaries and benefits, and occupancy and equipment costs.

Other segment expenses are comprised of the remaining expense categories presented on the Consolidated Statements of income, including other non-interest expenses.

Other non-interest expenses are inclusive of costs related to professional services, advertising, technology and communications costs, and various other general and administrative costs.

Net income and diluted earnings per share are used by the CODMs to monitor management’s budgeted results versus actual, as we ll as to benchmark the Company’s relative performance against other banking institutions in its peer group.

The results of these mon itoring and benchmarking analyses are used in assessing performance of the community banking segment and to inform decisions surrounding general corporate strategy, capital allocations, and compensation.

A sset details provided to the CODMs are consistent with those reported on the Consolidated Balance Sheets, with an emphasis on interest-earning assets, including loans and investment securities, which provide the majority of revenues generated by the community banking segment.

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