What changed in this filing

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Item 1. Financial Statements

2025-11-05 compared with 2025-08-05 · 295 added, 232 removed, 1190 unchanged (31% of the section changed)

15 unchanged sentences

Commercial and industrial (1)

4,532,294 3,246,455

Commercial real estate (1)

8,241,458 6,839,705

Commercial construction 1,439,876 782,078

Small business 300,543 281,781

Residential real estate 2,917,101 2,460,600

13 unchanged sentences

Liabilities and Stockholders' Equity

Noninterest-bearing demand deposits $ 4,525,907 $ 4,390,703

Non-interest-bearing demand deposits $ 5,635,911 $ 4,390,703

Savings and interest checking accounts 7,111,570 5,207,548

2 unchanged sentences

Total deposits 20,295,869 15,305,978

Federal Home Loan Bank borrowings 400,500 638,514

Federal Home Loan Bank and other borrowings 416,240 638,514

Junior subordinated debentures (less unamortized debt issuance costs of $ 26 and $ 28 )

11 unchanged sentences

issued and outstanding:

42,627,286 shares at June 30, 2025 and 42,500,611 shares at December 31, 2024 (includes 231,480 and 199,410 shares of unvested participating restricted stock awards, respectively)

49,787,305 shares at September 30, 2025 and 42,500,611 shares at December 31, 2024 (includes 260,511 and 199,410 shares of unvested participating restricted stock awards, respectively)

Value of shares held in rabbi trust at cost:

76,412 shares at June 30, 2025 and 78,088 shares at December 31, 2024

77,118 shares at September 30, 2025 and 78,088 shares at December 31, 2024

( 3,505 ) ( 3,383 )

5 unchanged sentences

Total liabilities and stockholders’ equity $ 24,993,239 $ 19,373,565

(1) Commercial and industrial and commercial real estate balances as of September 30, 2025 presented above vary from amounts previously reported in the Company’s third quarter 2025 earnings release.

These reported amounts reflect a reclassification of commercial and industrial loan balances to the commercial real estate category based upon further review of loan classifications subsequent to the system conversion of Enterprise Bancorp, Inc., parent of Enterprise Bank and Trust Company (collectively “Enterprise”).

Reported amounts throughout this Form 10-Q are reflective of this reclassification, where applicable.

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

2 unchanged sentences

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

Three Months Ended Six Months Ended

June 30 June 30

Three Months Ended Nine Months Ended

September 30 September 30

2025 2024 2025 2024

2 unchanged sentences

Taxable interest and dividends on securities 23,303 14,064 54,478 42,287

Nontaxable interest and dividends on securities 2 2 3 3

Non-taxable interest and dividends on securities 208 1 211 4

Interest on loans held for sale 225 227 457 530

8 unchanged sentences

Net interest income after provision for credit losses 164,825 122,203 435,626 388,318

Noninterest income

Non-interest income

Deposit account fees 8,847 6,779 23,041 19,339

5 unchanged sentences

Loan level derivative income 1,224 1,125 2,332 1,678

Other noninterest income 5,964 6,465 11,760 12,720

Total noninterest income 34,308 32,330 66,847 62,273

Noninterest expenses

Other non-interest income 6,613 6,664 18,373 19,384

Total non-interest income 40,398 33,549 107,245 95,822

Non-interest expenses

Salaries and employee benefits 81,132 60,108 205,919 174,444

3 unchanged sentences

FDIC assessment 3,080 2,628 8,441 8,304

Debit card expense 1,984 1,602 3,919 4,080

Advertising 1,797 1,826 3,242 2,986

Amortization of intangible assets 7,315 1,460 9,856 4,488

Consulting expense 1,018 1,997 2,115 3,425

Merger and acquisition expense 23,893 — 27,287 —

Other noninterest expenses 14,227 13,516 26,682 26,574

Total noninterest expenses 108,798 99,614 214,676 199,501

Other non-interest expenses 20,799 16,267 56,757 53,332

Total non-interest expenses 160,836 100,443 375,512 299,944

Income before income taxes 44,387 55,309 167,359 184,196

11 unchanged sentences

(Unaudited—Dollars in thousands)

Three Months Ended Six Months Ended

June 30 June 30

Three Months Ended Nine Months Ended

September 30 September 30

2025 2024 2025 2024

9 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended June 30, 2025 and 2024

Three Months Ended September 30, 2025 and 2024

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

1 unchanged sentence

Comprehensive Income (Loss) Total

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

Balance June 30, 2025 42,627,286 $ 424 $ ( 3,459 ) $ 3,459 $ 1,914,556 $ 1,217,959 $ ( 58,083 ) $ 3,074,856

Net income — — — — — 34,262 — 34,262

2 unchanged sentences

— — — — — ( 29,378 ) — ( 29,378 )

Proceeds from exercise of stock options, net of cash paid 380 — — — — — — —

Common stock issued for acquisition 7,478,906 75 — — 477,191 — — 477,266

Stock based compensation — — — — 2,247 — — 2,247

1 unchanged sentence

Shares issued under direct stock purchase plan 11,317 — — — 756 — — 756

Shares repurchased under share repurchase program (1) ( 364,528 ) ( 4 ) — — ( 23,586 ) — — ( 23,590 )

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

Balance September 30, 2025 49,787,305 $ 495 $ ( 3,505 ) $ 3,505 $ 2,371,111 $ 1,222,843 $ ( 47,562 ) $ 3,546,887

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

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

Net income — — — — — 42,947 — 42,947

6 unchanged sentences

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

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

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

(1) Inclusive of $ 234,000 impact of excise tax attributable to shares repurchased under a repurchase program for the three months ended September 30, 2025.

INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2025 and 2024

Nine Months Ended September 30, 2025 and 2024

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

7 unchanged sentences

— — — — — ( 79,668 ) — ( 79,668 )

Common stock issued for acquisition 7,478,906 75 — — 477,191 — — 477,266

Proceeds from exercise of stock options, net of cash paid 380 — — — — — — —

2 unchanged sentences

Shares issued under direct stock purchase plan 29,024 — — — 1,822 — — 1,822

Shares repurchased under share repurchase program (1) ( 364,528 ) ( 4 ) — — ( 23,586 ) — — ( 23,590 )

Deferred compensation and other retirement benefit obligations — — ( 122 ) 122 — — — —

Balance June 30, 2025 42,627,286 $ 424 $ ( 3,459 ) $ 3,459 $ 1,914,556 $ 1,217,959 $ ( 58,083 ) $ 3,074,856

Balance September 30, 2025 49,787,305 $ 495 $ ( 3,505 ) $ 3,505 $ 2,371,111 $ 1,222,843 $ ( 47,562 ) $ 3,546,887

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

8 unchanged sentences

Deferred compensation and other retirement benefit obligations — — ( 101 ) 101 — — — —

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

(1) Inclusive of $ 311,000 impact of excise tax attributable to shares repurchased under a share repurchase program during the six months ended June 30, 2024 .

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

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

(1) Inclusive of $ 234,000 and $ 311,000 impact of excise tax attributable to shares repurchased under a repurchase program for the nine months ended September 30, 2025 and 2024, respectively .

INDEPENDENT BANK CORP.

1 unchanged sentence

(Unaudited—Dollars in thousands)

Six Months Ended

Nine Months Ended

Cash flow from operating activities

3 unchanged sentences

Change in unamortized net loan costs and fees ( 1,194 ) ( 1,070 )

Accretion of acquired loans ( 645 ) ( 222 )

Accretion of discount (or fair value adjustment) on acquired loans ( 5,255 ) ( 393 )

Provision for credit losses 60,719 28,750

Deferred income tax expense 447 3,832

Deferred income tax (benefit) expense ( 102 ) 5,102

Net gain on equity securities ( 549 ) ( 1,187 )

Net loss on sale of securities 64 —

Net loss on bank premises and equipment 92 68

11 unchanged sentences

Net cash provided by operating activities 172,225 187,031

Cash flows (used in) provided by investing activities

Cash flows provided by investing activities

Purchases of equity securities ( 507 ) ( 498 )

Proceeds from sales of securities available for sale 74,303 —

Proceeds from maturities and principal repayments of securities available for sale 201,912 172,701

1 unchanged sentence

Proceeds from maturities and principal repayments of securities held to maturity 81,306 79,843

Net redemptions of Federal Home Loan Bank stock 10,521 10,819

Net decrease in Federal Home Loan Bank stock 16,621 13,631

Investments in low income housing projects ( 26,293 ) ( 22,245 )

2 unchanged sentences

Net increase in loans ( 76,101 ) ( 88,550 )

Net cash acquired in business combinations 97,760 —

Purchases of bank premises and equipment ( 8,730 ) ( 14,052 )

Proceeds from the sale of bank premises and equipment — 32

Net cash (used in) provided by investing activities ( 34,593 ) 32,037

Net cash provided by investing activities 37,923 94,538

Cash flows provided by (used in) financing activities

Net (decrease) increase in time deposits ( 67,360 ) 581,845

Net increase in other deposits 614,909 34,086

Net repayments of Federal Home Loan Bank borrowings ( 238,000 ) ( 475,000 )

Net increase (decrease) in other deposits 694,496 ( 6,464 )

Net repayments of Federal Home Loan Bank and other borrowings ( 284,711 ) ( 505,000 )

Proceeds from subordinated debentures, net of issuance costs 295,843 —

8 unchanged sentences

Cash and cash equivalents at end of period $ 910,796 $ 424,452

Supplemental schedule of noncash investing and financing activities

Supplemental schedule of non-cash investing and financing activities

Transfer of loans to other real estate owned & foreclosed assets $ 2,100 $ —

1 unchanged sentence

Recognition of operating lease at commencement and/or at extension $ 18,831 $ 5,620

In conjunction with the Company’s acquisitions, assets were acquired and liabilities were assumed as follows:

Common stock issued for acquisition $ 477,266 $ —

Fair value of assets acquired, net of cash acquired $ 4,930,778 $ —

Fair value of liabilities assumed $ 4,551,272 $ —

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

5 unchanged sentences

All material intercompany balances and transactions have been eliminated in consolidation.

Certain previously reported amounts have been reclassified to conform to the current year’s presentation.

Certain previously reported amounts have been reclassified to conform to the current year’s presentation, including a reclassification of the Company’s small business portfolio, with the majority of the portfolio reclassified into the commercial and industrial category, and the remainder of the portfolio, consisting of loans secured by non-owner occupied real estate, reclassified to the commercial real estate category.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

1 unchanged sentence

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 six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 or any other interim period.

Results for the nine months ended September 30, 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”).

9 unchanged sentences

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

NOTE 3 - ACQUISITIONS

Enterprise Bancorp, Inc.

On July 1, 2025, the Company completed the acquisition of Enterprise.

For each share of Enterpr ise common stock, Enterprise stockholders had the right to receive 0.60 shares of the Company's common stock and $ 2.00 in cash, with cash paid in lieu of fractional shares.

Total consideration was $ 503.1 million and consisted of $477.2 million of equity ( 7,478,906 shares) of Independent Bank Corp.

common stock, plus $ 25.9 million in cash, including cash paid for stock option cancellations and fractional shares.

The transaction qualified as a tax-free reorganization for federal income tax purposes and provided a tax-free exchange for Enterprise stockholders for the portion of the transaction consideration consisting of the Company's common stock.

In addition to increasing its loan and deposit base, the Company believes it will be able to provide a deeper product set to Enterprise customers, as well as benefit from increased operating synergies, improving the long-term operating and financial results of the Company.

The Company accounted for the Enterprise acquisition using the acquisition method pursuant to the Business Combinations Topic of the FASB ASC.

Accordingly, the Company recorded merger and acquisition expenses of $ 27.3 million during the nine months ended September 30, 2025 related to the Enterprise acquisition.

Additionally, the acquisition method

requires the acquirer to recognize the assets acquired and the liabilities assumed at their fair values as of the acquisition date.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the date of the acquisition:

Net Assets Acquired at Fair Value

(Dollars in thousands)

Cash $ 123,638

Investments 590,267

Loans 3,913,112

Allowance for credit losses on purchased credit deteriorated (“PCD”) loans ( 9,020 )

Premises and equipment 35,706

Goodwill 98,302

Core deposit and other intangibles 137,503

Other assets 164,908

Total assets acquired 5,054,416

Deposits 4,362,710

Borrowings 62,472

Subordinated debt 59,974

Other liabilities 66,116

Total liabilities assumed 4,551,272

Purchase price $ 503,144

Fair value adjustments to assets acquired and liabilities assumed are generally amortized using either an effective yield or straight-line basis over periods consistent with the average life, useful life and/or contractual term of the related assets and liabilities.

Fair values of the major categories of assets acquired and liabilities assumed were determined as follows:

Cash and Cash Equivalents

The fair values of cash and cash equivalents approximate the respective carrying amounts because the instruments are payable on demand or have short-term maturities.

The fair values of securities were based on quoted market prices for identical securities received from an independent, nationally-recognized, third party pricing service.

Prices provided by the independent pricing service were based on recent trading activity and other observable information including, but not limited to, market interest rate curves, referenced credit spreads and estimated prepayment rates where applicable.

The loans acquired were recorded at fair value.

Fair value of the loans is determined using market participant assumptions in estimating the amount and timing of both principal and interest cash flows expected to be collected, as adjusted for an estimate of future credit losses and prepayments, and then applying a market-based discount rate to those cash flows.

Acquired loans were reviewed to determine if any had experienced a more-than-insignificant deterioration in credit quality since origination.

Loans meeting established criteria to indicate more-than-insignificant deterioration were identified as PCD loans.

In connection with the Enterprise acquisition, the Company recorded an allowance for credit losses on PCD loans of approximately $ 9.0 million.

For PCD loans acquired from Enterprise, a reconciliation of the difference between the purchase price and par value of the

assets acquired is presented below:

As of July 1, 2025

(Dollars in thousands)

Gross amortized cost basis at July 1, 2025 406,135

Allowance for credit losses on PCD loans ( 9,020 )

Interest and liquidity discount ( 10,444 )

Basis in PCD loans at acquisition - estimated fair value 386,671

For loans acquired without evidence of more-than-insignificant deterioration in credit quality since origination, also referred to as non-PCD loans, the Company estimated an allowance for credit losses based on the Company’s methodology for determining the allowance under CECL.

The resulting allowance on non-PCD loans was $ 34.5 million, which was recorded through a charge to provision for credit losses on the date of acquisition.

Premises and Equipment

The fair value of the premises, including land, buildings and improvements, was determined based upon appraisals by licensed real estate appraisers.

The appraisals were based upon the best and highest use of the property with final values determined based upon an analysis of the cost, sales comparison and income capitalization approaches for each property appraised.

Lease Assets and Lease Liabilities

Lease assets and liabilities were measured using a methodology to estimate the future rental payments over the remaining lease term with discounting using the Company’s incremental borrowing rate.

The lease term was determined for individual leases based on the Company’s assessment of the probability of exercising renewal options.

The net effect of any off-market terms in a lease were also discounted and applied to the balance of the lease asset.

Core Deposit Intangible

The fair value of the core deposit intangible is derived by comparing the interest rate and servicing costs that the financial institution pays on the core deposit liability versus the current market rate for alternative sources of financing, while factoring in estimates over the remaining life and attrition rate of the deposit accounts.

The intangible asset represents the stable and relatively low cost source of funds that the deposits and accompanying relationships provide the Company, when compared to alternative funding sources.

Wealth Management Customer List Intangible

The acquired wealth management division has longstanding relationships with a significant number of its customers which have been developed over time and are essential to the business.

The fair value of the Enterprise wealth management customer relationship intangible was determined utilizing variations and combinations of the income and cost approaches.

Revenue growth and customer attrition assumptions were used to determine projected cash flows, with adjustments made for contributory asset charges and costs associated with new customer development.

The resulting net, or excess, earnings attributable to these relationships was then discounted to present value using an appropriate discount rate.

The fair value of acquired savings and transaction deposit accounts was assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand.

Selected Pro Forma Results

The following summarizes the unaudited pro forma results of operations as if the Company acquired Enterprise on January 1, 2025 (2024 amounts represent combined results for the Company and Enterprise).

The selected pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the financial results of the combined companies had the acquisition actually been completed at the beginning of the period presented, nor does it indicate future results for any other interim or full-year period.

Three Months Ended Nine Months Ended

September 30 September 30

2025 2024 2025 2024

(Dollars in thousands)

Net interest income $ 203,344 $ 179,722 $ 575,576 $ 526,439

Net income $ 34,262 $ 52,934 $ 129,565 $ 170,053

Included in the pro forma net income results for the three and nine months ended September 30, 2025 are merger-related costs of $ 18.0 million and $ 38.0 million, net of tax, recognized by both the Company and Enterprise in the aggregate, respectively.

These costs were primarily made up of severance, contract terminations due to the change in control, legal fees and integration costs.

NOTE 4 - SECURITIES

Trading Securities

The Company had trading securities of $ 4.8 million and $ 4.2 million as of June 30, 2025 and December 31, 2024, respectively.

The Company had trading securities of $ 4.6 million and $ 4.2 million as of September 30, 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 $ 21.3 million and $ 21.2 million as of June 30, 2025 and December 31, 2024, respectively.

The Company had equity securities of $ 21.6 million and $ 21.2 million as of September 30, 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 Six Months Ended

June 30 June 30

Three Months Ended Nine Months Ended

September 30 September 30

2025 2024 2025 2024

Dollars in thousands

Net gains (losses) recognized during the period on equity securities $ 71 $ ( 107 ) $ 169 $ 502

Net gains recognized during the period on equity securities $ 380 $ 685 $ 549 $ 1,187

net gains recognized during the period on equity securities sold during the period 12 81 18 519

Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date $ 71 $ ( 110 ) $ 163 $ 64

Unrealized gains recognized during the reporting period on equity securities still held at the reporting date $ 368 $ 604 $ 531 $ 668

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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Gains Gross Unrealized

8 unchanged sentences

Agency collateralized mortgage obligations 279,977 830 ( 4,630 ) — 276,177 31,168 1 ( 2,174 ) — 28,995

State, county, and municipal securities 198 — ( 1 ) — 197 197 — ( 3 ) — 194

Non-taxable municipal securities 14,611 54 — — 14,665 197 — ( 3 ) — 194

Taxable municipal securities 217,056 2,355 ( 67 ) — 219,344 — — — — —

Pooled trust preferred securities issued by banks and insurers 1,120 — ( 80 ) — 1,040 1,180 — ( 85 ) — 1,095

1 unchanged sentence

Total available for sale securities $ 1,998,347 $ 7,477 $ ( 64,604 ) $ — $ 1,941,220 $ 1,353,964 $ 26 $ ( 103,046 ) $ — $ 1,250,944

Excluded from the table above is accrued interest on available for sale securities of $ 3.0 million and $ 2.9 million at June 30, 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 and six months ended June 30, 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 June 30, 2025 and December 31, 2024.

Excluded from the table above is accrued interest on available for sale securities of $ 6.0 million and $ 2.9 million at September 30, 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 and nine months ended September 30, 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 September 30, 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 six months ended June 30, 2025 and 2024, and therefore no gains or losses were realized for such periods.

During the three and nine months ended September 30, 2025, the Company sold approximately $74.3 million of available for sale securities, largely comprised of securities acquired from the Enterprise acquisition, recognizing a loss of approximately $ 64,000 .

The Company had no sales of securities available for sale during the three and nine months ended September 30, 2024.

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:

June 30, 2025

September 30, 2025

Less than 12 months 12 months or longer Total

8 unchanged sentences

Agency collateralized mortgage obligations 57 180,392 ( 3,116 ) 24,341 ( 1,514 ) 204,733 ( 4,630 )

State, county, and municipal securities 1 197 ( 1 ) — — 197 ( 1 )

Taxable municipal securities 18 15,952 ( 67 ) — — 15,952 ( 67 )

Pooled trust preferred securities issued by banks and insurers 1 — — 1,040 ( 80 ) 1,040 ( 80 )

12 unchanged sentences

Agency collateralized mortgage obligations 11 1,153 ( 4 ) 26,890 ( 2,170 ) 28,043 ( 2,174 )

State, county, and municipal securities 1 194 ( 3 ) — — 194 ( 3 )

Non-taxable municipal securities 1 194 ( 3 ) — — 194 ( 3 )

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

3 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 six months ended June 30, 2025 and 2024.

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, 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 June 30, 2025:

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, 2025:

Government Agency Securities, U.S.

4 unchanged sentences

Government or one of its agencies.

• State, County and Municipal Securities :

• Taxable 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.

7 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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Gains Gross Unrealized

11 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 six months ended June 30, 2025 and 2024.

Excluded from the table above is accrued interest on held to maturity securities of $ 3.6 million and $ 3.8 million at June 30, 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 and six months ended June 30, 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 June 30, 2025 and December 31, 2024.

Excluded from the table above is accrued interest on held to maturity securities of $ 3.0 million and $ 3.8 million at September 30, 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 and nine months ended September 30, 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 September 30, 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 six months ended June 30, 2025 and 2024, and therefore no gains or losses were realized for such periods.

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

As of September 30, 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 June 30, 2025 is presented below:

A schedule of the contractual maturities of securities available for sale and securities held to maturity at September 30, 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

9 unchanged sentences

Agency collateralized mortgage obligations 49 49 — — 6,487 6,388 273,441 269,740 279,977 276,177

State, county, and municipal securities — — 198 197 — — — — 198 197

Non-taxable municipal securities 2,690 2,692 7,811 7,816 4,110 4,157 — — 14,611 14,665

Taxable municipal securities 500 500 91,242 91,982 123,443 124,968 1,871 1,894 217,056 219,344

Pooled trust preferred securities issued by banks and insurers — — — — — — 1,120 1,040 1,120 1,040

8 unchanged sentences

Total $ 381,839 $ 375,310 $ 1,310,274 $ 1,257,941 $ 353,908 $ 334,764 $ 1,309,943 $ 1,233,957 $ 3,355,964 $ 3,201,972

Included in the table above is $ 25.2 million of callable securities at June 30, 2025.

The carrying value of securities pledged to secure public funds, trust deposits, and for other purposes, as required or permitted by law, was $ 2.1 billion at June 30, 2025 and December 31, 2024.

At June 30, 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.

Included in the table above is $ 132.7 million of callable securities at September 30, 2025.

The carrying value of securities pledged to secure public funds, trust deposits, and for other purposes, as required or permitted by law, was $ 2.6 billion and $ 2.1 billion at September 30, 2025 and December 31, 2024, respectively.

At September 30, 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 5 - 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 June 30, 2025

Three Months Ended September 30, 2025

(Dollars in thousands)

2 unchanged sentences

Real Estate Commercial

Construction Small

Business Residential

Construction Residential

Home Equity Other Consumer Total

3 unchanged sentences

Recoveries 18 19 — — 12 785 834

Provision for (release of) credit losses 3,851 2,734 ( 194 ) 298 ( 55 ) 16 550 7,200

Initial reserve on PCD loans 4,016 2,796 1,739 297 118 54 9,020

Provision for credit losses 13,193 13,381 6,011 4,179 1,146 609 38,519

Ending balance (1) $ 54,482 $ 77,083 $ 15,933 $ 29,890 $ 12,187 $ 901 $ 190,476

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

(Dollars in thousands)

2 unchanged sentences

Real Estate Commercial

Construction Small

Business Residential

Construction Residential

Real Estate Home Equity Other Consumer Total

5 unchanged sentences

Ending balance (1) $ 32,205 $ 87,459 $ 7,526 $ 24,503 $ 11,161 $ 842 $ 163,696

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(Dollars in thousands)

2 unchanged sentences

Real Estate Commercial

Construction Small

Business Residential

Construction Residential

Real Estate Home Equity Other Consumer Total

3 unchanged sentences

Recoveries 85 20 — — 79 1,605 1,789

Provision for (release of) credit losses 10,304 10,312 17 533 176 ( 67 ) 925 22,200

Initial reserve on PCD loans 4,016 2,796 1,739 297 118 54 9,020

Provision for credit losses 23,790 23,933 6,028 4,355 1,079 1,534 60,719

Ending balance (1) $ 54,482 $ 77,083 $ 15,933 $ 29,890 $ 12,187 $ 901 $ 190,476

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(Dollars in thousands)

2 unchanged sentences

Real Estate Commercial

Construction Small

Business Residential

Construction Residential

Home Equity Other Consumer Total

5 unchanged sentences

Ending balance (1) $ 32,205 $ 87,459 $ 7,526 $ 24,503 $ 11,161 $ 842 $ 163,696

(1) Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to $ 54.5 million and $ 59.2 million as of June 30, 2025 and June 30, 2024, respectively.

The balance of allowance for credit losses decreased $ 25.2 million to $ 144.8 million as of June 30, 2025, as compared to $ 170.0 million at December 31, 2024, driven primarily by charge-offs on several classified commercial loans which had been previously reserved for, partially offset by additional specific reserve allocations on certain commercial loans during the first half of 2025 .

(1) Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to $ 70.8 million and $ 55.3 million as of September 30, 2025 and September 30, 2024, respectively.

The balance of allowance for credit losses increased $ 20.5 million to $ 190.5 million as of September 30, 2025, as compared to $ 170.0 million at December 31, 2024.

The increase was driven primarily by $43.5 million in initial allowance

reserves recorded on the acquired Enterprise portfolio, including $34.5 million and $9.0 million attributable to non-PCD and PCD loans, respectively, as well as additional specific reserve allocations on certain commercial loans during the first nine months of 2025.

These increases were partially offset by charge-offs on several classified commercial loans which had been previously reserved for.

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

13 unchanged sentences

• Commercial Construction :

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.

Consists of short-term construction loans, revolving and non-revolving 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.

3 unchanged sentences

Repayment sources vary depending upon the type of project and may consist of proceeds from the sale or lease of units, operating cash flows or liquidation of other assets.

• Small Business:

Consists of revolving, term loan and mortgage obligations extended to sole proprietors and small businesses for purposes of financing working capital and/or capital investment.

Collateral generally consists of pledges of business assets including, but not limited to, accounts receivable, inventory, plant and equipment, or real estate if applicable.

The primary source of repayment is operating cash flows and, secondarily, liquidation of assets.

For the commercial portfolio the Company typically obtains personal guarantees for payment from individuals holding material ownership interests in the borrowing entities.

17 unchanged sentences

The Company continually monitors the asset quality of the loan portfolio using all available information.

Based on this information, loans demonstrating certain payment issues or other weaknesses may be categorized as adversely risk-rated, delinquent, nonperforming and/or put on nonaccrual status.

Based on this information, loans demonstrating certain payment issues or other weaknesses may be categorized as adversely risk-rated, delinquent, non-performing and/or put on non-accrual status.

Additionally, in the course of resolving such loans, the Company may choose to modify the contractual terms of certain loans to match the borrower’s ability to repay the loan based on their current financial condition.

30 unchanged sentences

Under this structure, consumer loans less than 90 days past due are assigned a “pass” rating, while any consumer loans 90 days or more past due are assigned a “default” rating.

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:

June 30, 2025

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

The following tables detail the amortized cost balances of the Company's loan portfolios, presented by credit quality indicator and origination year as of September 30, 2025, and gross charge-offs for the nine month period then ended:

September 30, 2025

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

(Dollars in thousands)

23 unchanged sentences

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

Small business

Pass $ 33,794 $ 52,247 $ 39,405 $ 40,819 $ 30,177 $ 44,388 $ 56,315 $ — $ 297,145

Special mention — 21 125 70 113 235 981 — 1,545

Substandard 238 172 12 778 — 369 284 — 1,853

Doubtful — — — — — — — — —

Loss — — — — — — — — —

Total small business $ 34,032 $ 52,440 $ 39,542 $ 41,667 $ 30,290 $ 44,992 $ 57,580 $ — $ 300,543

Current-period gross write-offs $ — $ — $ 14 $ — $ — $ — $ 188 $ — $ 202

Residential real estate

14 unchanged sentences

Total current-period gross write-offs $ 11,431 $ 43 $ 26,897 $ 97 $ 7,961 $ 1,508 $ 3,099 $ — $ 51,036

The following tables detail the amortized cost balances of the Company's loan portfolios, presented by credit quality indicator and origination year as of December 31, 2024, and gross charge-offs for the year then ended:

December 31, 2024

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

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

(Dollars in thousands)

23 unchanged sentences

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

Small business

Pass $ 56,869 $ 44,676 $ 43,925 $ 32,858 $ 21,527 $ 26,457 $ 52,919 $ 1 $ 279,232

Special mention — 102 16 114 93 218 607 — 1,150

Substandard 199 259 63 1 180 329 368 — 1,399

Doubtful — — — — — — — — —

Loss — — — — — — — — —

Total small business $ 57,068 $ 45,037 $ 44,004 $ 32,973 $ 21,800 $ 27,004 $ 53,894 $ 1 $ 281,781

Current-period gross write-offs $ 48 $ 39 $ 35 $ 54 $ — $ — $ 520 $ — $ 696

Residential real estate

14 unchanged sentences

Total current-period gross write-offs $ 3,387 $ 39 $ 35 $ 54 $ — $ 19 $ 6,674 $ 139 $ 10,347

(1) Amounts presented represent the amortized cost as of September 30, 2025 and December 31, 2024 of revolving loans that were converted to term loans during the nine and twelve months then ended, respectively.

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

12 unchanged sentences

LTV (re-valued)(2)(3) 44.3 % 43.9 %

(1) The average FICO scores at June 30, 2025 are based upon rescores from March 2025, as available for previously originated loans, or the origination score data for loans booked since March 2025.

(1) The average FICO scores at September 30, 2025 are based upon rescores from September 2025, as available for previously originated loans, or the origination score data for loans booked since September 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 June 30, 2025 are based upon updated automated valuations as of May 2025, when available, and/or the most current valuation data available.

(2) The combined LTV ratios for September 30, 2025 are based upon updated automated valuations as of August 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.

4 unchanged sentences

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

The Company's estimated reserve for unfunded commitments amounted to $ 1.4 million at both June 30, 2025 and December 31, 2024.

The Company’s estimated reserve for unfunded commitments amounted to $ 1.7 million and $1.4 million at September 30, 2025 and December 31, 2024, respectively.

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.

Delinquent loans are managed by a team of collection specialists and the Company seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame.

As a general rule, loans 90 days or more past due with respect to principal or interest are classified as nonaccrual loans.

As a general rule, loans 90 days or more past due with respect to principal or interest are classified as non-accrual loans.

The Company also may use discretion regarding other loans 90 days or more delinquent if the loan is well secured and/or in process of collection.

The following table shows information regarding nonaccrual loans as of the dates indicated:

Nonaccrual Balances

June 30, 2025 December 31, 2024

The following table shows information regarding non-accrual loans as of the dates indicated:

Non-accrual Balances

September 30, 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

2 unchanged sentences

Commercial real estate 5,375 23,841 29,216 67,126 7,217 74,343

Small business 173 — 173 302 — 302

Commercial construction 15,516 — 15,516 — — —

Residential real estate 14,406 — 14,406 10,243 — 10,243

1 unchanged sentence

Other consumer 42 — 42 10 — 10

Total nonaccrual loans $ 32,392 $ 23,825 $ 56,217 $ 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.

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 six months ended June 30, 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 $ 224,000 and $ 112,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 568,000 and $ 497,000 for the six months ended June 30, 2025 and 2024, respectively.

Total non-accrual loans $ 62,756 $ 23,841 $ 86,597 $ 82,660 $ 18,869 $ 101,529

(1) Non-accrual 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.

It is the Company’s policy to reverse any accrued interest when a loan is put on non-accrual status, and, as such, the Company did not record any interest income on non-accrual loans during the three and nine months ended September 30, 2025 and 2024, respectively, except for instances where non-accrual loans were paid off in excess of the recorded book balance.

Total accrued interest reversed against interest income amounted to $ 173,000 and $ 95,000 for the three months ended September 30, 2025 and 2024, respectively, and $ 741,000 and $ 594,000 for the nine months ended September 30, 2025 and 2024, respectively.

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

June 30, 2025 December 31, 2024

September 30, 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:

June 30, 2025

September 30, 2025

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

13 unchanged sentences

Commercial construction 3 8,867 3 10,737 2 7,722 8 27,326 1,412,550 1,439,876

Small business 8 74 14 272 4 58 26 404 300,139 300,543

Residential real estate 21 5,086 10 3,031 16 3,489 47 11,606 2,905,495 2,917,101

18 unchanged sentences

Commercial construction — — — — — — — — 782,078 782,078

Small business 6 830 4 24 3 29 13 883 280,898 281,781

Residential real estate 27 6,310 9 1,401 10 2,224 46 9,935 2,450,665 2,460,600

3 unchanged sentences

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

(2) The amount of net deferred fees/costs on originated loans included in the ending balance was $ 6.8 million and $ 6.1 million at June 30, 2025 and December 31, 2024, respectively.

Net unamortized discounts on acquired loans included in the ending balance were $ 7.5 million and $ 8.1 million at June 30, 2025 and December 31, 2024, respectively.

(2) The amount of net deferred fees/costs on originated loans included in the ending balance was $ 7.2 million and $ 6.1 million at September 30, 2025 and December 31, 2024, respectively.

Net unamortized discounts on acquired loans included in the ending balance were $ 163.1 million and $ 8.1 million at September 30, 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 June 30, 2025

Three Months Ended September 30, 2025

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

1 unchanged sentence

Term Extension

Commercial and industrial $ 3,879 0.12 % Extended contractual term on one loan by 1 year

Commercial real estate 1,653 0.03 % Extended contractual term on one loan by 3 months

Small business 239 0.08 % Extended contractual term on one loan by 5.2 years

Commercial real estate $ 13,151 0.16 % Added a weighted-average contractual term of 1.1 years to the life of the loans

Residential real estate 737 0.03 % Added a weighted-average contractual term of 6.8 years to the life of the loans

Home equity 7 — % Added a weighted-average contractual term of 1.1 years to the life of the loans

2 unchanged sentences

Commercial and industrial $ 161 — % Modification was made with minimal financial effect

Total $ 1,036

Term Extension and Interest Rate Reduction

Commercial and industrial $ 93 — % Extended the contractual term on one loan by 5.0 years and reduced the interest rate from 9.50 % to 6.69 %

Commercial real estate 13,015 0.20 % Extended the contractual term on one loan by 3.0 years and reduced the interest rate from 7.70 % to 6.25 %

Home equity $ 102 0.01 % Extended the contractual term on one loan by 15.4 years and reduced the interest rate from 7.24 % to 6.88 %

Total $ 13,337

Term Extension and Other Than Insignificant Payment Delay

Commercial real estate $ 22,248 0.34 % Modification on one loan included an interest rate reduction from 5.91 % to 5.50 % and payment deferral of 13 months

Total $ 22,248

Total Outstanding Modified $ 14,158

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

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

1 unchanged sentence

Term Extension

Commercial and industrial $ 8,986 0.28 % Added a weighted-average contractual term of 11 months to the life of the loans

Commercial real estate 5,028 0.08 % Added a weighted-average contractual term of 5 months to the life of the loans

Small business 239 0.08 % Extended contractual term on one loan by 5.2 years

Residential real estate 272 0.01 % Extended contractual term on one loan by 17.8 years

Commercial and industrial $ 8,965 0.20 % Added a weighted-average contractual term of 1 year to the life of the loans

Commercial real estate 16,711 0.20 % Added a weighted-average contractual term of 1 year to the life of the loans

Residential real estate 1,008 0.03 % Added a weighted-average contractual term of 9.8 years to the life of the loans

Home equity 251 0.02 % Added a weighted-average contractual term of 5.1 years to the life of the loans

13 unchanged sentences

Total Outstanding Modified $ 87,352

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

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

1 unchanged sentence

Term Extension

Commercial and industrial $ 12,667 0.42 % Added a weighted-average contractual term of 2.3 years to the life of the loans

Commercial and industrial $ 5,985 0.19 % Added a weighted-average contractual term of 4 months to the life of the loans

Commercial real estate 4,507 0.07 % Added a weighted-average contractual term of 5 months to the life of the loans

Commercial construction 4,452 0.57 % Extended contractual term on one loan by 12 months

Residential real estate 298 0.01 % Extended contractual term on one loan by 6.2 years

Total $ 10,492

Interest Rate Reduction

Home equity $ 65 0.01 % Reduced contractual rate on one loan from 7.99 % to 7.00 %

Term Extension and Interest Rate Reduction

Small business $ 36 0.01 % Extended the contractual term on one loan by 2.5 years and reduced the loan’s contractual interest rate from 10.25 % to 6.50 %

Total Outstanding Modified $ 45,757

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

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

7 unchanged sentences

Interest Rate Reduction

Small business $ 47 0.02 % Reduced contractual rate on one loan from 11.00 % to 8.20 %

Commercial and industrial $ 42 — % 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 %

Other Than Insignificant Payment Delay

Commercial and industrial $ 8,159 0.27 % Modification was made with minimal financial effect

Total $ 8,159

Term Extension and Interest Rate Reduction

Commercial and industrial $ 152 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 36 0.01 % Extended the contractual term on one loan by 2.5 years and reduced the interest rate on one loan from 10.25 % to 6.50 %

Commercial and industrial $ 131 — % Added a weighted-average contractual term of 1.8 years to the life of the loans and reduced the weighted-average interest rate from 10.14 % to 7.02 %

Home equity 69 0.01 % Extended the contractual term on one loan by 8.1 years and reduced the interest rate from 10.00 % to 6.80 %

Other Than Insignificant Payment Delay

Commercial and industrial $ 1,809 0.06 % Modification made with minimal financial effect

Commercial real estate 6,350 0.09 % Modification made with minimal financial effect

Total $ 8,159

Total Outstanding Modified $ 57,998

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

At June 30, 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 June 30, 2024, all material loans modified to borrowers experiencing financial difficulty during the previous twelve months were performing in accordance with modified terms.

At September 30, 2025 and September 30, 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.

During the three and six months ended June 30, 2025 and June 30, 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 June 30, 2025, the Company had $ 4.6 million in additional commitments to lend to one borrower experiencing financial difficulty whose loan was modified and included in the above tables for the six months then ended.

At June 30, 2024, the Company had $ 275,000 in additional commitments to lend to one borrower experiencing financial difficulty, whose loan was modified and included in the above tables for the six months then ended.

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.

During the three and nine months ended September 30, 2025 and September 30, 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 September 30, 2025, the Company had $ 2.5 million in additional commitments to lend to three borrowers experiencing financial difficulty whose loans were modified and included in the above tables for the nine months then ended.

At September 30, 2024, 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 nine months then ended.

Loan modifications to borrowers experiencing financial difficulty are evaluated on a collective basis with loans sharing similar risk characteristics in accordance with the CECL methodology.

NOTE 6 - BORROWINGS

2 unchanged sentences

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 has used, and intends to use, the net proceeds for general corporate purposes, including the redemption of $ 60.0 million of Enterprise Bancorp, Inc.’s (“Enterprise”) fixed-to-floating rate subordinated notes due July 15, 2030, which the Company redeemed in full on July 15, 2025, subsequent to consummating the merger with Enterprise on July 1, 2025.

The Company has used, and intends to use, the net proceeds for general corporate purposes, including the redemption of $ 60.0 million of Enterprise’s fixed-to-floating rate subordinated notes due July 15, 2030, which the Company redeemed in full on July 15, 2025, subsequent to consummating the merger with Enterprise on July 1, 2025.

On September 22, 2025, the Company entered into a multi-year advance term loan credit facility with U.S.

Bank National Association for an aggregate principal amount of up to $ 125.0 million, which includes a one-year advance period, after which any amounts outstanding shall convert to a two-year term loan.

The proceeds of this facility will be used primarily to finance share repurchases under the Company's stock buyback plan.

NOTE 7 - STOCK BASED COMPENSATION

During the six months ended June 30, 2025, the Company had the following activity related to stock based compensation:

During the nine months ended September 30, 2025, the Company had the following activity related to stock based compensation:

Time-Vested Restricted Stock Awards

8 unchanged sentences

6/15/2025 3,380 2023 Omnibus Incentive Plan $ 66.67 Ratably over 3 years from grant date

7/01/2025 2,814 2018 Non-Employee Director Stock Plan $ 63.67 Immediately upon grant date

7/15/2025 7,620 2023 Omnibus Incentive Plan $ 65.63 At the end of 5 years from grant date

7/15/2025 25,220 2023 Omnibus Incentive Plan $ 65.63 Ratably over 3 years from grant date

9/15/2025 1,430 2023 Omnibus Incentive Plan $ 69.74 Ratably over 3 years from grant date

Performance-Based Restricted Stock Awards

19 unchanged sentences

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:

June 30, 2025

September 30, 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 $ 777,000 (pre-tax) to be reclassified as an increase to net interest income and $ 7.1 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 June 30, 2025.

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, 2025.

The Company had no fair value hedges as of June 30, 2025 or December 31, 2024.

The Company expects approximately $ 176,000 (pre-tax) to be reclassified as an increase to net interest income and $ 5.2 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, 2025.

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, 2025.

The Company had no fair value hedges as of September 30, 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

June 30, 2025

September 30, 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 increased by $ 266,000 and $ 113,000 for the three months ended June 30, 2025 and 2024, respectively.

For the six months ended June 30, 2025 and 2024, respectively, the fair value of loans held for sale increased by $ 323,000 and $ 183,000 .

The fair value of loans held for sale decreased by $ 152,000 and $ 16,000 for the three months ended September 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025 and 2024, respectively, the fair value of loans held for sale increased by $ 171,000 and $ 167,000 .

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 $ 828,000 and $ 947,000 for the three months ended June 30, 2025 and 2024, respectively, and $ 1.5 million for each of the six months ended June 30, 2025 and 2024.

The aggregate amount of net realized gains on sales of mortgage loans included within mortgage banking income was $ 1.8 million and $ 1.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 3.3 million and $ 3.2 million for the nine months ended September 30, 2025 and 2024, respectively.

Balance Sheet Offsetting

9 unchanged sentences

2025 December 31

2024 September 30

2025 December 31

20 unchanged sentences

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

(3) Approximately $ 145,000 and $ 1.4 million of accrued interest receivable is included in the fair value of interest rate and loan level derivative assets, respectively, at June 30, 2025, in comparison to accrued interest receivable of approximately $ 195,000 and $ 2.2 million, respectively, at December 31, 2024.

(4) Approximately $ 649,000 and $ 1.4 million of accrued interest payable is included in the fair value of interest rate and loan level derivative liabilities, respectively, at June 30, 2025, in comparison to accrued interest payable of approximately $ 825,000 and $ 2.2 million, respectively, at December 31, 2024.

(3) Approximately $ 97,000 and $ 1.3 million of accrued interest receivable is included in the fair value of interest rate and loan level derivative assets, respectively, at September 30, 2025, in comparison to accrued interest receivable of approximately $ 195,000 and $ 2.2 million, respectively, at December 31, 2024.

(4) Approximately $ 571,000 and $ 1.3 million of accrued interest payable is included in the fair value of interest rate and loan level derivative liabilities, respectively, at September 30, 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 other comprehensive income (“OCI”) and current earnings for the periods indicated:

Three Months Ended Six Months Ended

June 30 June 30

Three Months Ended Nine Months Ended

September 30 September 30

2025 2024 2025 2024

12 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 June 30, 2025 and December 31, 2024.

All derivative instruments with credit-risk contingent features were in a net asset position at September 30, 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 $ 58.8 million and $ 97.0 million at June 30, 2025 and December 31, 2024, respectively.

The Company’s exposure relating to customer counterparties was approximately $ 7.8 million and $ 1.4 million at June 30, 2025 and December 31, 2024, respectively.

The Company’s exposure relating to institutional counterparties was $ 52.0 million and $ 97.0 million at September 30, 2025 and December 31, 2024, respectively.

The Company’s exposure relating to customer counterparties was approximately $ 8.8 million and $ 1.4 million at September 30, 2025 and December 31, 2024, 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 six months ended June 30, 2025.

There were no changes in the valuation techniques used during the nine months ended September 30, 2025.

Trading and Equity Securities

15 unchanged sentences

otherwise, they are classified as Level 2.

State, County, and Municipal Securities

Non-taxable and Taxable Municipal Securities

The fair value is estimated using a valuation matrix with inputs including bond interest rate tables, recent transactions, and yield relationships.

12 unchanged sentences

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

The Company incorporates credit valuation adjustments to appropriately reflect nonperformance risk in the fair value measurements.

In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings.

The Company incorporates credit valuation adjustments to appropriately reflect non-performance risk in the fair value measurements.

In adjusting the fair value of its derivative contracts for the effect of non-performance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings.

Additionally, in conjunction with fair value measurement guidance, the Company has made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

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 June 30, 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.

However, as of September 30, 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.

16 unchanged sentences

In the event the fair value as determined by the valuation model is less than the carrying value, the intangibles may be impaired.

If the impairment testing resulted in impairment, the Company would classify the impaired goodwill and other intangible assets subjected to nonrecurring fair value adjustments as Level 3.

If the impairment testing resulted in impairment, the Company would classify the impaired goodwill and other intangible assets subjected to non-recurring fair value adjustments as Level 3.

Assets and liabilities measured at fair value on a recurring and nonrecurring basis were as follows at the dates indicated:

3 unchanged sentences

(Level 2) Significant

June 30, 2025

September 30, 2025

(Dollars in thousands)

7 unchanged sentences

Agency collateralized mortgage obligations 276,177 — 276,177 —

State, county, and municipal securities 197 — 197 —

Non-taxable municipal securities 14,665 — 14,665 —

Taxable municipal securities 219,344 — 219,344 —

Pooled trust preferred securities issued by banks and insurers 1,040 — 1,040 —

4 unchanged sentences

Total recurring fair value measurements $ 1,975,227 $ 26,178 $ 1,949,049 $ —

Nonrecurring fair value measurements

Non-recurring fair value measurements

Individually assessed collateral dependent loans (1) $ 42,038 $ — $ — $ 42,038

Other real estate owned and other foreclosed assets 2,100 — — 2,100

Total nonrecurring fair value measurements $ 37,784 $ — $ — $ 37,784

Total non-recurring fair value measurements $ 44,138 $ — $ — $ 44,138

Fair Value Measurements at Reporting Date Using

12 unchanged sentences

Agency collateralized mortgage obligations 28,995 — 28,995 —

State, county, and municipal securities 194 — 194 —

Non-taxable municipal securities 194 — 194 —

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

4 unchanged sentences

Total recurring fair value measurements, net $ 1,263,867 $ 25,449 $ 1,238,418 $ —

Nonrecurring fair value measurements

Non-recurring fair value measurements

Individually assessed collateral dependent loans (1) $ 43,766 $ — $ — $ 43,766

Total nonrecurring fair value measurements $ 43,766 $ — $ — $ 43,766

Total non-recurring fair value measurements $ 43,766 $ — $ — $ 43,766

(1) The carrying value of individually assessed collateral dependent loans is based on the lower of amortized cost or fair value of the underlying collateral less costs to sell.

7 unchanged sentences

(Level 2) Significant

June 30, 2025

September 30, 2025

(Dollars in thousands)

11 unchanged sentences

Time certificates of deposits (f) 3,419,988 3,414,295 — 3,414,295 —

Federal Home Loan Bank borrowings (f) 400,500 400,454 — 400,454 —

Federal Home Loan Bank and other borrowings (f) 416,240 404,268 — 404,268 —

Junior subordinated debentures (g) 62,862 62,416 — 62,416 —

18 unchanged sentences

Time certificates of deposits (f) 2,747,346 2,739,606 — 2,739,606 —

Federal Home Loan Bank borrowings (f) 638,514 638,489 — 638,489 —

Federal Home Loan Bank and other borrowings (f) 638,514 638,489 — 638,489 —

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

2 unchanged sentences

(b) Fair value of loans is measured using the exit price valuation method, determined primarily by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities or cash flows, while incorporating liquidity and credit assumptions.

Additionally, this amount excludes individually assessed collateral dependent loans, which are deemed to be marked to fair value on a nonrecurring basis.

Additionally, this amount excludes individually assessed collateral dependent loans, which are deemed to be marked to fair value on a non-recurring basis.

8 unchanged sentences

These instruments would all be considered to be classified as Level 1 within the fair value hierarchy.

Also excluded from the summary are financial instruments measured at fair value on a recurring and nonrecurring basis, as previously described.

Also excluded from the summary are financial instruments measured at fair value on a recurring and non-recurring basis, as previously described.

The Company considers its current use of financial instruments to be the highest and best use of the instruments.

10 unchanged sentences

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

Three Months Ended Six Months Ended

Three Months Ended Nine Months Ended

2025 September 30

2024 September 30

2025 September 30

(Dollars in thousands)

6 unchanged sentences

Credit card income 813 592 2,048 1,721

Other noninterest income 1,663 1,366 3,226 2,480

Total noninterest income in-scope of ASC 606 25,812 23,981 50,910 46,288

Total noninterest income out-of-scope of ASC 606 8,496 8,349 15,937 15,985

Total noninterest income $ 34,308 $ 32,330 $ 66,847 $ 62,273

Other non-interest income 1,987 1,519 5,213 3,999

Total non-interest income in-scope of ASC 606 30,974 24,857 81,884 71,145

Total non-interest income out-of-scope of ASC 606 9,424 8,692 25,361 24,677

Total non-interest income $ 40,398 $ 33,549 $ 107,245 $ 95,822

In each of the revenue streams identified above, there were no significant judgments made in determining or allocating the transaction price, as the consideration and service requirements are generally explicitly identified in the associated contracts.

35 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(Dollars in thousands)

14 unchanged sentences

The credit card income is recognized in conjunction with the establishment of each new credit card member or as the interchange is earned by the third party in connection with net purchase transactions made by the credit card member.

Other Noninterest Income

The Company earns various types of other noninterest income that fall within the scope of the new revenue recognition rules, and have been aggregated into one general revenue stream in the table noted above.

Other Non-interest Income

The Company earns various types of other non-interest income that fall within the scope of the new revenue recognition rules, and have been aggregated into one general revenue stream in the table noted above.

This amount includes, but is not limited to, the following types of revenue with customers:

8 unchanged sentences

Three Months Ended

June 30, 2025 Six Months Ended

June 30, 2025

September 30, 2025 Nine Months Ended

September 30, 2025

Amount Tax (Expense)

5 unchanged sentences

Change in fair value of securities available for sale $ 11,822 $ ( 2,703 ) $ 9,119 $ 45,829 $ ( 10,481 ) $ 35,348

net security losses reclassified into other noninterest expense — — — — — —

net security losses reclassified into other non-interest expense ( 64 ) 14 ( 50 ) ( 64 ) 14 ( 50 )

Net change in fair value of securities available for sale 11,886 ( 2,717 ) 9,169 45,893 ( 10,495 ) 35,398

7 unchanged sentences

Three Months Ended

June 30, 2024 Six Months Ended

June 30, 2024

September 30, 2024 Nine Months Ended

September 30, 2024

Amount Tax (Expense)

5 unchanged sentences

Change in fair value of securities available for sale $ 36,678 $ ( 8,392 ) $ 28,286 $ 38,084 $ ( 9,414 ) $ 28,670

net security losses reclassified into other noninterest expense — — — — — —

net security losses reclassified into other non-interest expense — — — — — —

Net change in fair value of securities available for sale 36,678 ( 8,392 ) 28,286 38,084 ( 9,414 ) 28,670

6 unchanged sentences

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

(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.

Information on the Company’s accumulated other comprehensive income (loss), net of tax, is comprised of the following components as of the dates indicated:

6 unchanged sentences

Ending balance:

June 30, 2025 $ ( 53,259 ) $ ( 8,077 ) $ 3,253 $ ( 58,083 )

September 30, 2025 $ ( 44,090 ) $ ( 6,680 ) $ 3,208 $ ( 47,562 )

Beginning balance:

2 unchanged sentences

Ending balance:

June 30, 2024 $ ( 95,847 ) $ ( 20,328 ) $ 1,950 $ ( 114,225 )

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

NOTE 12 - COMMITMENTS AND CONTINGENCIES

17 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(Dollars in thousands)

4 unchanged sentences

Lease Commitments

The Company leases space for offices, parking, and ATM locations, as well as certain branch locations under noncancellable operating leases.

The Company leases space for offices, parking, and ATM locations, as well as certain branch locations under non-cancellable operating leases.

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

1 unchanged sentence

The lease term is expected to commence in the second half of 2026.

See the Company’s 2024 Form 10-K for information regarding leases and other commitments.

See the 2024 Form 10-K for information regarding leases and other commitments.

Other Contingencies

At June 30, 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.

At September 30, 2025, the Bank was involved in pending lawsuits, which management has reviewed 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.

1 unchanged sentence

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.

Southern New Hampshire;

and Rhode Island.

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

9 unchanged sentences

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.

NOTE 13 - SUBSEQUENT EVENTS

Effective July 1, 2025, the Company completed its merger with Enterprise Bancorp, Inc.

(“Enterprise”), parent of Enterprise Bank and Trust Company (“Enterprise Bank”) pursuant to which Enterprise merged with and into the Company, with the Company as the surviving corporation, and Enterprise Bank was merged into Rockland Trust, with Rockland Trust as the surviving entity (“the acquisition”).

The acquisition resulted in the addition of 27 branch locations in Massachusetts and New Hampshire and approximately $ 3.9 billion in loans and $ 4.4 billion in deposits, each at estimated fair value.

As consideration for the acquisition, each Enterprise share was exchanged for 0.60 of a share of the Company’s common stock and $ 2.00 in cash, with cash paid in lieu of fractional shares at a price of $ 61.61 , an amount determined by the volume-weighted average closing price of a share of the Company’s common stock for the five consecutive trading days ending on the fifth day immediately preceding the closing date of the acquisition.

As a result of the acquisition, former Enterprise shareholders received, in the aggregate, approximately 7.5 million shares of the Company’s common stock and approximately $ 25.8 million in cash, inclusive of the payment made to cash out outstanding stock options and excluding cash paid in lieu of fractional shares.

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