What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-02-28 · 554 added, 422 removed, 1973 unchanged (33% of the section changed)

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Independent Bank Corp.

To the Shareholders and the Board of Directors of Independent Bank Corp.

Opinion on the Financial Statements

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance for credit losses

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How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s allowance process, which included, among others, controls over the appropriateness of the methodology, the development, operation and monitoring of the quantitative model, the reliability and accuracy of data used in developing the estimate, and management’s review and approval process over the economic forecasts, qualitative adjustments, individually evaluated loans, and overall allowance result.

With the assistance of EY Specialists we tested management’s quantitative model including evaluating the conceptual soundness of model methodology, assessing model performance and governance, and testing key modeling assumptions, including the reasonable and supportable forecast period.

We tested the completeness, accuracy, and appropriateness of the underlying data, calculation, and methodology used to determine key assumption inputs into the quantitative model.

We evaluated whether changes existed, or should have existed, to the key assumptions or quantitative model and concluded those changes were reasonable.

To test the qualitative factors, among other procedures, we assessed management’s methodology and considered whether relevant risks were reflected in the models and whether adjustments to the model output were appropriate.

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Procedures performed included testing the completeness and accuracy of management’s population and testing the calculation of the allowance on individually evaluated loans.

Fair Value of Acquired Loans and Core Deposit Intangible Recognized as Part of the Enterprise Bancorp, Inc.

Description of the Matter As described in Note 2 to the consolidated financial statements, the Company acquired Enterprise Bancorp, Inc.

(“Enterprise”) on July 1, 2025.

The transaction has been accounted for as a business combination and accordingly, the assets acquired and liabilities assumed from Enterprise were recorded at fair value as of the merger date.

The fair value of loans acquired from Enterprise was approximately $3.9 billion as of July 1, 2025.

As disclosed by the Company, the fair value of acquired loans was 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.

Additionally, the Company recognized a core deposit intangible asset of approximately $123 million as of July 1, 2025.

The fair value of the core deposit intangible asset was determined based on projected cash flows, discounted at a rate commensurate with market participants.

Auditing the Company’s estimates of the fair value of acquired loans and core deposit intangible asset was complex due to the judgment required by management in determining the discount rates and loss rates used in the discounted cash flow methodology for the fair value of acquired loans and the projected deposit attrition rates and float reserve assumptions for the fair value of the core deposit intangible asset.

This required a high degree of auditor judgment and effort in performing procedures and evaluating audit evidence obtained related to the judgments made by management, and required the use of professionals with specialized skill and knowledge.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s process for estimating the fair value of acquired loans and core deposit intangible, including management’s controls over completeness and accuracy of key inputs and assumptions used in the discounted cash flow methodology, including loan and deposit data.

To test the estimated fair value of acquired loans, our audit procedures included, among others, involving EY specialists to assist us in testing management’s methodology and significant assumptions used in measuring the fair value of the acquired loan portfolio.

We involved our specialists to test, on a sample basis, the determination and application of discount rates and loss rates by comparing management’s selected assumptions to independently developed ranges based on third party market data.

We tested, on a sample basis, completeness and accuracy of the underlying loan data provided by management that was used in the fair value calculation.

On a sample basis, we performed independent comparative calculations of the fair value adjustment to the acquired loans.

To test the estimated fair value of the core deposit intangible asset, our audit procedures included, among others, involving EY specialists to assist us in testing management’s methodology and significant assumptions used in measuring the fair value of the core deposit intangible.

We involved our specialists to test the determination and application of projected deposit attrition rates and float reserve assumptions by comparing management’s selected assumptions to independently developed ranges based on third party market data.

Additionally, we tested completeness and accuracy of the underlying deposit data provided by management that was used in the fair value calculation.

Lastly, we performed an independent comparative calculation of the core deposit intangible asset fair value.

/s/ Ernst & Young LLP

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Commercial construction 1,399,193 782,078

Small business 281,781 251,956

Residential real estate 2,873,443 2,460,600

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Liabilities and Stockholders’ Equity

Noninterest-bearing demand deposits $ 4,390,703 $ 4,567,083

Non-interest-bearing demand deposits $ 5,600,955 $ 4,390,703

Savings and interest checking accounts 6,482,970 5,207,548

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Total deposits 20,126,790 15,305,978

Federal Home Loan Bank borrowings 638,514 1,105,541

Federal Home Loan Bank and other borrowings 416,549 638,514

Line of credit (less unamortized debt issuance costs of $ 47 )

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

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Taxable interest and dividends on securities 79,268 57,092 60,336

Nontaxable interest and dividends on securities 6 6 6

Non-taxable interest and dividends on securities 345 6 6

Interest on loans held for sale 796 712 190

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Net interest income after provision for credit losses 643,362 525,479 583,271

Noninterest income

Non-interest income

Deposit account fees 32,141 26,455 23,486

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Loan level derivative income 3,564 2,117 3,327

Other noninterest income 24,957 27,012 22,793

Total noninterest income 128,014 124,609 114,667

Noninterest expenses

Other non-interest income 26,020 24,957 27,012

Total non-interest income 148,689 128,014 124,609

Non-interest expenses

Salaries and employee benefits 287,499 233,653 222,135

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Merger and acquisition expense 39,635 1,902 —

Other noninterest expenses 60,078 57,192 57,142

Total noninterest expenses 406,366 392,746 373,662

Other non-interest expenses 65,240 60,078 57,192

Total non-interest expenses 529,881 406,366 392,746

Income before income taxes 262,170 247,127 315,134

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Net change in other comprehensive income for defined benefit postretirement plans ( 861 ) 1,364 ( 224 )

Total other comprehensive income (loss) 24,820 48,257 ( 165,267 )

Total other comprehensive income 50,253 24,820 48,257

Total comprehensive income $ 255,375 $ 216,901 $ 287,759

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Net income — — — — — 239,502 — 239,502

Other comprehensive loss — — — — — — ( 165,267 ) ( 165,267 )

Other comprehensive income — — — — — — 48,257 48,257

Common dividend declared ($ 2.20 per share)

— — — — — ( 96,456 ) — ( 96,456 )

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

Stock based compensation — — — — 6,377 — — 6,377

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Shares repurchased under share repurchase program (1)

( 2,900,433 ) ( 29 ) — — ( 190,729 ) — — ( 190,758 )

Deferred compensation and other retirement benefit obligations — — ( 71 ) 71 — — — —

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Shares repurchased under share repurchase program (1)

( 532,266 ) ( 5 ) — — ( 31,292 ) — — ( 31,297 )

Deferred compensation and other retirement benefit obligations — — ( 85 ) 85 — — — —

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— — — — — ( 108,733 ) — ( 108,733 )

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

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

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Shares repurchased under share repurchase program (1)

( 912,858 ) ( 9 ) — — ( 61,448 ) — — ( 61,457 )

Deferred compensation and other retirement benefit obligations — — ( 69 ) 69 — — — —

Balance December 31, 2025 49,243,813 $ 490 $ ( 3,452 ) $ 3,452 $ 2,335,879 $ 1,269,113 $ ( 39,754 ) $ 3,565,728

(1) Includes excise tax impact of $ 311,000 and $ 1.8 million for the years ended December 31, 2024 and 2023, respectively, related to shares repurchased under the Company’s share repurchase program.

(1) Inclusive of $ 608,000 , $ 311,000 and $ 1.8 million impact of excise tax attributable to shares repurchased under a repurchase program for the years ended December 31, 2025, 2024 and 2023, respectively.

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

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Change in unamortized net loan costs and fees ( 1,979 ) ( 1,739 ) ( 1,856 )

(Accretion) amortization of acquired loans ( 538 ) ( 2,251 ) 175

Net accretion of acquired loans ( 11,530 ) ( 538 ) ( 2,251 )

Provision for credit losses 65,469 36,250 23,250

Deferred income tax (benefit) expense ( 3,283 ) ( 10,600 ) 2,738

Net (gain) loss on equity securities ( 423 ) ( 1,180 ) 3,061

Net loss (gain) on bank premises and equipment 155 310 ( 584 )

Net gain on equity securities ( 403 ) ( 423 ) ( 1,180 )

Net loss on sale of securities 64 — —

Net loss on bank premises and equipment 130 155 310

Realized gain on sale leaseback transaction — — ( 193 )

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Net cash provided by operating activities 251,160 229,921 276,994

Cash flows used in investing activities

Proceeds from sales of equity securities — — 31

Cash flows provided by (used in) investing activities

Purchases of equity securities ( 984 ) ( 1,058 ) ( 742 )

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

Proceeds from maturities and principal repayments of securities available for sale 254,799 235,144 106,713

1 unchanged sentence

Proceeds from maturities and principal repayments of securities held to maturity 161,164 138,399 140,888

Purchases of securities held to maturity — — ( 804,105 )

Net redemption (purchases) of Federal Home Loan Bank stock 11,984 ( 38,339 ) 6,189

Net decrease (increase) in Federal Home Loan Bank stock 16,621 11,984 ( 38,339 )

Investments in low-income housing projects ( 38,722 ) ( 33,053 ) ( 31,073 )

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Net increase in loans ( 125,724 ) ( 236,519 ) ( 378,735 )

Net cash acquired in business combinations 97,760 — —

Purchases of bank premises and equipment ( 12,135 ) ( 20,435 ) ( 15,844 )

Proceeds from the sale of bank premises and equipment 295 92 113

Net cash used in investing activities ( 33,010 ) ( 211,650 ) ( 1,000,474 )

Cash flows used in financing activities

Net increase (decrease) in time deposits 565,752 985,567 ( 334,381 )

Net decrease in other deposits ( 125,436 ) ( 1,999,198 ) ( 702,628 )

Net (repayments of) advances from Federal Home Loan Bank borrowings ( 467,000 ) 1,105,000 ( 25,000 )

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

Net cash provided by (used in) investing activities 5,050 ( 33,010 ) ( 211,650 )

Cash flows provided by (used in) financing activities

Net (decrease) increase in time deposits ( 219,128 ) 565,752 985,567

Net increase (decrease) in other deposits 677,185 ( 125,436 ) ( 1,999,198 )

Net (repayments of) advances from Federal Home Loan Bank and other borrowings ( 284,373 ) ( 467,000 ) 1,105,000

Proceeds from line of credit, net of issuance costs 49,937 — —

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

Repayments of subordinated debentures ( 60,000 ) ( 50,000 ) —

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Common dividends paid ( 103,903 ) ( 96,200 ) ( 98,006 )

Net cash used in financing activities ( 201,351 ) ( 193,947 ) ( 1,308,477 )

Net decrease in cash and cash equivalents ( 4,440 ) ( 128,603 ) ( 1,887,751 )

Net cash provided by (used in) financing activities 295,802 ( 201,351 ) ( 193,947 )

Net increase (decrease) in cash and cash equivalents 552,012 ( 4,440 ) ( 128,603 )

Cash and cash equivalents at beginning of year 219,890 224,330 352,933

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Income taxes $ 34,783 $ 51,079 $ 43,706

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 and foreclosed assets $ 2,100 $ — $ —

Net increase in capital commitments relating to low-income housing project investments $ 67,251 $ 46,070 $ 31,891

Recognition of operating lease at commencement and/or extension $ 23,075 $ 12,602 $ 7,916

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 consolidated financial statements.

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(the “Company”) is a bank holding company, the principal subsidiary of which is Rockland Trust Company (“Rockland Trust” or the “Bank”).

Rockland Trust is a state-chartered commercial bank which provides a variety of banking, investment and financial services through its retail branches, commercial banking centers, investment management offices, and mortgage lending centers located throughout Eastern Massachusetts as well as in Worcester County and Rhode Island.

Rockland Trust deposits are insured by the Federal Deposit Insurance Corporation, subject to regulatory limits.

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Reclassification

Certain previously reported amounts have been reclassified to conform to the current year’s presentation, including the following:

• the Company reclassified its portfolio of loans secured by owner-occupied commercial real estate to the commercial and industrial loan category to more appropriately reflect the variation in the management and underlying risk profile of such loans compared with investor-owned commercial real estate loans;

• the Company combined the presentation of “Software maintenance” and “Subscriptions” costs into “Software and subscriptions” costs within Non-interest expense within the Consolidated Statements of Income.

Previously, “Subscriptions” costs were included within “Other noninterest expenses.”

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.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

revenues and expenses during the reporting periods.

Actual results could vary from these estimates.

Material estimates that are particularly susceptible to significant changes in the near-term relate to the determination of the allowance for expected credit losses on loans held for investment, income taxes, valuation and allowance for expected credit losses on investment securities, and the valuation of goodwill and other intangible assets and their respective analyses of impairment.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Concentrations of Credit Risk

The vast majority of the Bank’s lending activities are conducted in New England.

The Bank originates commercial and industrial loans, commercial and residential real estate loans, including construction loans, small business loans, home equity loans, and other consumer loans for its portfolio.

The Bank originates commercial and industrial loans, commercial and residential real estate loans, including construction loans, home equity loans, and other consumer loans for its portfolio.

The Bank tracks concentrations of credit across numerous categories and segments based on aggregate credit exposure, which includes direct, indirect or contingent obligations to a borrower or group of borrowers engaged in one industry and by property type.

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Securities not classified as held to maturity or trading are classified as available for sale and recorded at fair value, with changes in fair value excluded from earnings and reported in other comprehensive income, net of related tax.

Purchase premiums and discounts are recognized in interest income, using the interest method, to arrive at periodic interest income at a constant effective yield, thereby reflecting the securities market yield.

Purchase premiums and discounts are included in the amortized cost and are recognized in interest income, using the interest method, to arrive at periodic interest income at a constant effective yield, thereby reflecting the securities market yield.

Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

2 unchanged sentences

Management has elected not to measure an allowance for credit losses on these balances as the Company employs a timely write-off policy.

It is the Company’s policy that a security is placed on nonaccrual status at the time any principal or interest payments become 90 days delinquent, and interest earned but not collected for a security placed on non-accrual is reversed against interest income.

It is the Company’s policy that a security is placed on non-accrual status at the time any principal or interest payments become 90 days delinquent, and interest earned but not collected for a security placed on non-accrual is reversed against interest income.

Allowance for Credit Losses - Available for Sale Securities

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For those available for sale securities which do not meet the intent or requirement to sell criteria, management will evaluate whether the decline in fair value is a result of credit related matters or other factors.

In performing this assessment, management considers the

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

creditworthiness of the issuer including whether the security is guaranteed by the U.S.

In performing this assessment, management considers the creditworthiness of the issuer including whether the security is guaranteed by the U.S.

Federal Government or other government agency, the extent to which fair value is less than amortized cost, and changes in credit rating during the period, among other factors.

If this assessment indicates the existence of credit losses, the security will be written down to fair value, as determined by a discounted cash flow analysis.

If this assessment indicates the existence of credit losses, the security will be written down to fair value,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

as determined by a discounted cash flow analysis.

To the extent the estimated cash flows do not support the amortized cost, the deficiency is considered to be due to credit loss and is recognized in earnings.

Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense.

Losses are charged against the allowance when the uncollectibility of a security is confirmed, or when either of the aforementioned criteria surrounding intent or requirement to sell have been met.

Losses are charged against the allowance when the uncollectability of a security is confirmed, or when either of the aforementioned criteria surrounding intent or requirement to sell have been met.

Allowance for Credit Losses - Held to Maturity Securities

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Management classifies the held to maturity portfolio into the following major security types:

Government Agency, U.S.

Treasury, Agency Mortgage-Backed Securities, Agency Collateralized Mortgage Obligations, Small Business Administration Pooled Securities, and Single Issuer Trust Preferred Securities.

Treasury, Agency Mortgage-Backed Securities, Agency Collateralized Mortgage Obligations, and Small Business Administration Pooled Securities.

Securities in the Company’s held to maturity portfolio are primarily guaranteed by either the U.S.

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For originated loans, loan fees and certain direct origination costs are deferred and amortized into interest income over the expected term of the loan using the level-yield method.

When a loan is paid off, the unamortized portion is recognized in interest income.

Interest income on loans is accrued based upon the daily principal amount outstanding except for loans on nonaccrual status.

As a general rule, loans 90 days or more past due with respect to principal or interest are classified as nonaccrual loans, or sooner if management considers such action to be prudent.

When a loan is paid off, the unamortized portion of the deferred amount is recognized in interest income.

Interest income on loans is accrued based upon the daily principal amount outstanding except for loans on non-accrual status.

As a general rule, loans 90 days or more past due with respect to principal or interest are classified as non-accrual loans, or sooner if management considers such action to be prudent.

However, loans that are 90 days or more past due may be kept on an accruing status if the loan is well secured and in the process of collection.

Income accruals are suspended on all nonaccrual loans in a timely manner and all previously accrued and uncollected interest is reversed against current income.

A loan remains on nonaccrual status until it becomes current with respect to principal and interest and remains current for a minimum period of six months, the loan is liquidated, or when the loan is determined to be uncollectible and is charged-off against the allowance for credit losses.

Income accruals are suspended on all non-accrual loans in a timely manner and all previously accrued and uncollected interest is reversed against current income.

A loan remains on non-accrual status until it becomes current with respect to principal and interest and remains current for a minimum period of six months, the loan is liquidated, or when the loan is determined to be uncollectible and is charged-off against the allowance for credit losses.

When doubt exists as to the collectability of a loan, any payments received are applied to reduce the amortized cost of the loan to the extent necessary to eliminate such doubt.

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Terms may be modified to fit the ability of the borrower to repay in line with its current financial status and may include adjustments to term extensions, interest rates, other than insignificant payment delays and/or a combination thereof.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

actions are intended to minimize economic loss and avoid foreclosure or repossession of collateral.

These actions are intended to minimize economic loss and avoid foreclosure or repossession of collateral.

If such efforts by the Bank do not result in satisfactory performance, the loan is referred to legal counsel, at which time foreclosure proceedings are initiated.

At any time prior to a sale of the property at foreclosure, the Bank may terminate foreclosure proceedings if the borrower is able to work out a satisfactory payment plan.

Any loans that are modified are reviewed by the Company to determine whether the modification is the direct result of a borrower experiencing financial difficulty, as the Company adopted the accounting and disclosure requirements for loan modifications made to borrowers experiencing financial difficulty and ceased to recognize troubled debt restructurings (“TDRs”) effective January 1, 2023.

Prior to this adoption, the Company would classify loans as TDRs in cases where a borrower was experiencing financial difficulty and where the Company made certain concessionary modifications to contractual terms.

Modifications included adjustments to interest rates, extensions of maturity, consumer loans where the borrower’s obligations had been effectively discharged through Chapter 7 Bankruptcy and the borrower had not reaffirmed the debt to the Bank, and other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral.

Under the previously applicable guidance, loans classified as TDRs would have remained classified as such for the life of the loan, except in limited circumstances, when it was determined that the borrower was performing under the modified terms and the restructuring agreement specified an interest rate greater than or equal to an acceptable market rate for a comparable new loan at the time of the restructuring.

At any time prior to a sale of the property at foreclosure, the Bank may terminate foreclosure proceedings if the borrower is able to

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

work out a satisfactory payment plan.

Any loans that are modified are reviewed by the Company to determine whether the modification is the direct result of a borrower experiencing financial difficulty.

The Company accounts for loans modified to borrowers experiencing financial difficulty in a manner consistent with other loans held for investment.

Allowance for Credit Losses - Loans Held for Investment

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

Under previously applicable accounting guidance, the Company determined the amount of allowance for credit losses on TDRs using a discounted cash flow analysis or

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

a fair value of collateral approach if the loan was determined to be individually evaluated.

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

Accrued interest receivable amounts are excluded from balances of loans held at amortized cost and are included within other assets on the Consolidated Balance Sheets.

Management has elected not to measure an allowance for credit losses on these amounts as the Company employs a timely write-off policy.

Consistent with the Company’s policy for nonaccrual loans, accrued interest receivable is typically written off when loans reach 90 days past due and are placed on nonaccrual status.

Consistent with the Company’s policy for non-accrual loans, accrued interest receivable is typically written off when loans reach 90 days past due and are placed on non-accrual status.

Allowance for Credit Losses - Unfunded Lending Commitments

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The reserve for unfunded lending commitments is included in other liabilities on the Consolidated Balance Sheets.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Acquired Loans

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Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Loans held for sale are generally sold with servicing rights released, however if rights are retained, servicing assets are recognized as separate assets.

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The amortization of mortgage servicing rights is recorded as a reduction of loan servicing fee income.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company is also a party to certain instruments with off-balance-sheet risk including certain residential loans sold to investors with recourse.

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Expected terms include lease option periods to the extent that the exercise of such options is reasonably assured, not to exceed fifteen years .

The Company leases office space, space for ATM and parking locations, and certain branch locations under noncancellable operating leases, several of which have renewal options to extend lease terms.

Upon commencement of a new lease, the Company will recognize a right of use (“ROU”) asset and corresponding lease liability.

3 unchanged sentences

The Company has lease agreements with lease and non-lease components, which are generally accounted for separately.

For real estate leases and non-lease components, such as common area maintenance charges, real estate taxes, and insurance, are not included in the measurement of the lease liability since they are generally able to be segregated.

For real estate leases, non-lease components such as common area maintenance charges, real estate taxes, and insurance are not included in the measurement of the lease liability since they are generally able to be segregated.

The Company has elected the short-term lease recognition exemption for all leases that qualify.

4 unchanged sentences

Under operating lease arrangements, the leased asset value is recorded within fixed assets and the Company recognizes rental income over the life of the lease.

Under direct financing lease arrangements, the leased asset value is de-recognized and offset with the recognition of a lease receivable that is evaluated for impairment in a manner similar to loans.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Under direct financing lease arrangements, the leased asset value is derecognized and offset with the recognition of a lease receivable that is evaluated for impairment in a manner similar to loans.

Goodwill and Other Intangible Assets

8 unchanged sentences

Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Impairment of Long-Lived Assets Other Than Goodwill

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Cash Surrender Value of Life Insurance Policies

Increases in the cash surrender value (“CSV”) of life insurance policies, as well as benefits received net of any CSV, are recorded in other noninterest income, and are generally not subject to income taxes.

Increases in the cash surrender value (“CSV”) of life insurance policies, as well as benefits received net of any CSV, are recorded in other non-interest income, and are generally not subject to income taxes.

The CSV of the policies is recorded as an asset of the Bank, with liabilities recognized for any split dollar arrangements associated with the policies.

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Any excess of sale proceeds over the carrying value of the foreclosed asset is first applied as a recovery to the valuation allowance, if any, with the remainder being recognized as a gain on sale.

Operating expenses and changes in the valuation allowance relating to foreclosed assets are recorded in other noninterest expense.

Operating expenses and changes in the valuation allowance relating to foreclosed assets are recorded in other non-interest expense.

Derivative instruments are carried at fair value in the Company’s financial statements.

3 unchanged sentences

Documentation includes linking all derivatives designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific forecasted transactions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For those derivative instruments that are designated and qualify for special hedge accounting, the Company designates the hedging instrument, based upon the exposure being hedged, as either a fair value hedge or a cash flow hedge.

5 unchanged sentences

Hedge accounting is discontinued prospectively when (1) a derivative is no longer highly effective in offsetting changes in the fair value or cash flow of a hedged item, (2) a derivative expires or is settled, (3) it is no longer likely that a forecasted transaction associated with the hedge will occur, or (4) it is determined that designation of a derivative as a hedge is no longer appropriate.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

To the extent the Company enters into new or re-designates existing hedging relationships, it is the Company’s policy to include the Overnight Index Swap Rate based on the Fed Funds Effective Rate and the Overnight Index Swap Rate based on the Secured Overnight Financing Rate (“SOFR”) in the spectrum of available benchmark interest rates for hedge accounting.

For derivative instruments not designated as hedging instruments, such as loan level derivatives, foreign exchange contracts, risk participation agreements and mortgage derivatives, changes in fair value are recognized in other noninterest income during the period of change and are included in changes in other assets or other liabilities on the Company’s Consolidated Statement of Cash Flows.

For derivative instruments not designated as hedging instruments, such as loan level derivatives, foreign exchange contracts, risk participation agreements and mortgage derivatives, changes in fair value are recognized in other non-interest income during the period of change and are included in changes in other assets or other liabilities on the Company’s Consolidated Statement of Cash Flows.

Retirement Plans

The Company has various retirement plans in place for current and former employees, including postretirement benefit plans, supplemental executive retirement plans, a frozen multiemployer pension plan, a frozen defined benefit pension plan, deferred compensation plans, as well as other benefits.

The Company has various retirement plans in place for current and former employees, including postretirement benefit plans, supplemental executive retirement plans, a frozen multiemployer pension plan, a frozen single employer pension plan, deferred compensation plans, as well as other benefits.

The postretirement benefit plans and the supplemental executive retirement plans are unfunded and therefore have no plan assets.

3 unchanged sentences

Periodic benefit expense (or income) includes service costs and interest costs based on the assumed discount rate, amortization of prior service costs due to plan amendments and amortization of actuarial gains and losses.

Service costs are included in salaries and employee benefits and all other costs are included in other noninterest expense.

Service costs are included in salaries and employee benefits and all other costs are included in other non-interest expense.

The amortization of actuarial gains and losses is determined using the 10% corridor minimum amortization approach and is taken over the average remaining future working lifetime of the plan participants.

3 unchanged sentences

The pension expense is equal to the plan contribution requirement of the Company for the plan year.

The Company maintains two frozen single employer pension plans.

The Company accounts for these pension plans using an actuarial model that allocates pension costs over the service period of employees in the plan.

The Company accounts for the over-funded or under-funded status of the pension plans as an asset or liability on its consolidated balance sheets and recognizes changes in the funded status that are not reflected in net periodic pension cost as other comprehensive income or loss.

The Director Deferred Compensation Plan allows directors to invest their funds into a diversified investment portfolio and the 401(k) Restoration Plan allows employees to invest their funds in both Company stock and other investment alternatives offered by the Plan.

All funds under both of these plans are held in a rabbi trust.

The plans do not permit diversification after initial election and therefore elections made to defer into Company stock result in both the investment and

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

obligation recognized within Stockholders’ Equity.

The Company offers various deferred compensation plans to directors and employees that permit the investment of funds into Company stock or other diversified investment alternatives.

All funds under these plans are held in a rabbi trust.

The plans do not permit diversification after initial election and therefore elections made to defer into Company stock result in both the investment and obligation recognized within Stockholders’ Equity.

Alternatively, investments not in Company stock are included in trading securities, with the correlating obligation classified as a liability.

9 unchanged sentences

The excess tax benefits are recorded through earnings as a discrete item within the Company’s effective tax rate during the period of the transaction.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred income tax assets and liabilities are determined using the asset and liability (or balance sheet) method of accounting for income taxes.

14 unchanged sentences

Upon extinguishment of an outstanding debt, the Company records the difference between the exit price and the net carrying amount of the debt as a gain or loss on the extinguishment.

The gain or loss is recorded as a component of other noninterest income or other noninterest expense, respectively.

The gain or loss is recorded as a component of other non-interest income or other non-interest expense, respectively.

Earnings Per Share

1 unchanged sentence

The two-class method is an earnings allocation formula under which earnings per share is calculated from common stock and participating securities according to dividends declared and participation rights in undistributed earnings.

Under this method, all earnings, distributed and undistributed, are

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

allocated to participating securities and common shares based on their respective rights to receive dividends.

Unvested share-based payment awards that contain nonforfeitable rights to dividends are considered participating securities, not subject to performance based measures (i.e.

Under this method, all earnings, distributed and undistributed, are allocated to participating securities and common shares based on their respective rights to receive dividends.

Unvested share-based payment awards that contain non-forfeitable rights to dividends are considered participating securities, not subject to performance based measures (i.e.

unvested time-vested restricted stock).

4 unchanged sentences

Other comprehensive income includes unrealized gains and losses on securities available for sale, unrealized losses related to factors other than credit on debt securities, if applicable, unrealized gains and losses on cash flow hedges, deferred gains on hedge accounting transactions, and changes in the funded status of the Company’s postretirement and supplemental retirement plans.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Fair Value Measurements

3 unchanged sentences

These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters.

Revenue Recognition

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

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

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

Identify the contract(s) with customers

Identify the performance obligations

Determine the transaction price

Allocate the transaction price to the performance obligations

Recognize revenue when (or as) the entity satisfies a performance obligation

There were no significant judgments made in determining or allocating the transaction price for the Company’s primary revenue streams, which are outlined in further detail below, as the consideration and service requirements are generally explicitly identified in the associated contracts.

Deposit Account Fees

The Company offers various deposit account products to its customers governed by specific deposit agreements applicable to either personal customers or business customers.

These agreements identify the general conditions and obligations of both parties, and include standard information regarding deposit account related fees.

Deposit account services include providing access to deposit accounts as well as access to the various deposit transactional services of the Company.

These transactional services are primarily those that are identified in the standard fee schedule, and include, but are not limited to, services such as overdraft protection, wire transfer, and check collection.

Revenue is recognized in conjunction with the various services being provided.

For example, the Company may assess monthly fixed service fees associated with the customer having access to the deposit account, which can vary depending on the account type and daily account balance.

In addition, the Company may also assess separate fixed fees associated with and at the time specific transactions are entered into by the customer.

As such, the Company considers its performance obligations to be met concurrently with providing the account access or completing the requested deposit transaction.

Cash Management

Cash management services are a subset of the Deposit account fees revenue stream.

These services primarily include ACH transaction processing, positive pay and remote deposit services.

These services are also governed by separate agreements entered into with the customer.

The fee arrangement for these services is structured to assess fees under one of two scenarios, either a per transaction fee arrangement or an earnings credit analysis arrangement.

Under the per transaction fee arrangement, fixed fees are assessed concurrently with customers executing the transactions, and as such, the Company considers its performance obligations to be met concurrently with completing the requested transaction.

Under the earnings credit analysis arrangement, the Company provides a monthly earnings credit to the customer that is negotiated and determined based on various factors.

The credit is then available to absorb the per transaction fees that are assessed on the customer’s deposit account activity for the month.

Any amount of the transactional fees in excess of the earnings credit is recognized as revenue in that month.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Interchange Fees

The Company earns interchange revenue from its issuance of credit and debit cards granted through its membership in various card payment networks.

The Company provides credit cards and debit cards to its customers which are authorized and settled through these payment networks, and in exchange, the Company earns revenue as determined by each payment network's interchange program.

The revenue is recognized concurrently with the settlement of card transactions within each network.

The Company deploys automated teller machines (ATMs) as part of its overall branch network.

Certain transactions performed at the ATMs require customers to acknowledge and pay a fee for the requested service.

Certain ATM fees are disclosed in the deposit account agreement fee schedules, whereas those assessed to non-Rockland Trust deposit holders are solely determined during the transaction at the machine.

The ATM fee is a fixed dollar per transaction amount, and as such, is recognized concurrently with the overall daily processing and settlement of the ATM activity.

Investment Management - Wealth Management and Advisory Services

The Company offers investment management and trust services to individuals, institutions, small businesses and charitable institutions.

Each investment management product is governed by its own contract along with a separate identifiable fee schedule unique to that product.

The Company also offers additional services, such as estate settlement, financial planning, tax services and other special services quoted at the client’s request.

Asset management and/or custody fees are based upon a percentage of the monthly valuation of the principal assets in the customer’s account, whereas fees for additional or special services are fixed in nature and are charged as services are rendered.

As the fees are dependent on assets under management, which are susceptible to market factors outside of the Company’s control, this variable consideration is constrained and therefore no revenue is estimated at contract initiation.

As such, all revenue is recognized in correlation to the monthly management fee determinations or as transactional services are provided.

Due to the fact that payments are primarily made subsequent to the valuation period, the Company records a receivable for revenue earned but not received.

Investment Management - Retail Investments and Insurance Revenue

The Company offers the sale of mutual fund shares, unit investment trust shares, third party model portfolios, general securities, fixed and variable annuities and life insurance products through registered representatives who are both employed by the Company and licensed and contracted with various Broker General Agents to offer these products to the Company’s customer base.

As such, the Company performs these services as an agent and earns a fixed commission on the sales of these products and services.

To a lesser degree, production bonus commissions can also be earned based upon the Company meeting certain volume thresholds.

In general, the Company recognizes commission revenue at the point of sale, and for certain insurance products, may also earn and recognize annual residual commissions commensurate with annual premiums being paid.

Payment Processing Income

The Company refers customers to third party payment processing partners in exchange for commission and fee income.

The income earned is comprised of multiple components, including a fixed referral fee per each referred customer, a rebate amount determined primarily as a percentage of net revenue earned by the third party from services provided to each referred customer, and overall production bonus commissions if certain new account production thresholds are met.

Payment processing income is recognized in conjunction with either completing the referral to earn the fixed fee amount or as the merchant activity is processed to derive the Company’s rebate and/or production bonus amounts.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Credit Card Income

The Company provides consumer and business credit card solutions to its customers by soliciting new accounts on behalf of a third party credit card provider in exchange for a fee.

The income earned is comprised of new account incentive payments as well as a percentage of interchange income earned by the third party provider offering the consumer and business purpose revolving credit accounts.

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 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:

Safe Deposit Rent

The Company rents out the use of safe deposit boxes to its customers, which can be accessed when the bank is open for business.

The safe deposit box rental fee is paid upfront and is recognized as revenue ratably over the annual term of the contract.

Foreign Currency

The Company earns fee income associated with various transactions related to foreign currency product offerings, including foreign currency bank notes and drafts and foreign currency wires.

The majority of this income is derived from commissions earned related to customers executing the above mentioned foreign currency transactions through arrangements with third party correspondents.

Recent Accounting Standards

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.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815 “Derivatives and Hedging” Update No.

2025-09 was issued in November 2025 to clarify certain aspects of the guidance on hedge accounting and to address several incremental hedge accounting issues arising from the global reference rate reform initiative.

The objective of this update is to more closely align hedge accounting with the economics of an entity’s risk management activities and to better reflect those strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions.

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

Early adoption is permitted on any date on or after the issuance of this update.

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 326 “Financial Instruments - Credit Losses - Purchased Loans” Update No.

2025-08 was issued in November 2025 requires entities to apply the gross-up approach under Topic 326 to all “purchased seasoned loans.” According to the amendments in this update, purchased seasoned loans are loans (excluding purchased financial assets with credit deterioration, credit card receivables, debt securities and trade receivables) that are (1) acquired in a business combination, or (2) obtained through a transfer that is not a business combination or initially recognized through the consolidation of a variable interest entity, if certain seasoning criteria are met.

A loan is considered seasoned if it is obtained more than 90 days after its origination date and the transferee was not involved in the origination.

This standard is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption is permitted.

This standard will be effective for the Company, on a prospective basis, for loans acquired on or after the adoption date.

The Company does not expect the adoption to have an impact on the Company’s current financial statements.

FASB ASC Subtopic 220-40 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” 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.

1 unchanged sentence

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FASB ASC Topic 740 “Income Taxes” Update No.

1 unchanged sentence

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.

FASB ASC Topic 280 “Segment Reporting” Update No.

2023-07 was issued in November 2023 to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of profit or loss.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods with fiscal years beginning after December 15, 2024.

The Company adopted this standard, effective December 31, 2025.

NOTE 2 ACQUISITIONS

Enterprise Bancorp, Inc.

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

(“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) in the form 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 $ 39.6 million during the year ended December 31, 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 excess of consideration paid over the estimated fair value of the net assets acquired totaled $ 105.5 million and was recorded to goodwill.

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 (including loans held for sale) 3,913,112

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

Bank Premises and equipment 35,706

Goodwill 105,538

Core deposit and other intangibles 136,403

Other assets 158,772

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

(Dollars in thousands)

Net interest income after provision for credit losses $ 788,062 $ 709,593

Net income $ 204,900 $ 230,814

Included in the pro forma net income for the twelve months ended December 31, 2025 are merger-related costs of $ 47.1 million, net of tax, recognized by the Company and Enterprise, in the aggregate.

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

NOTE 3 SECURITIES

5 unchanged sentences

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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:

2 unchanged sentences

(Dollars in thousands)

Net gains (losses) recognized during the period on equity securities $ 423 $ 1,180 $ ( 3,061 )

Net gains recognized during the period on equity securities $ 403 $ 423 $ 1,180

net gains recognized during the period on equity securities sold during the period 256 877 197

Unrealized (losses) gains recognized during the reporting period on equity securities still held at the reporting date $ ( 454 ) $ 983 $ ( 3,061 )

Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date $ 147 $ ( 454 ) $ 983

Available for Sale Securities

11 unchanged sentences

Agency collateralized mortgage obligations 273,321 784 ( 4,529 ) — 269,576 31,168 1 ( 2,174 ) — 28,995

State, county, and municipal securities 197 — ( 3 ) — 194 195 — ( 5 ) — 190

Non-taxable municipal securities 12,478 80 — — 12,558 197 — ( 3 ) — 194

Taxable municipal securities 217,574 2,976 ( 30 ) — 220,520 — — — — —

Pooled trust preferred securities issued by banks and insurers 1,120 — ( 78 ) — 1,042 1,180 — ( 85 ) — 1,095

1 unchanged sentence

Total available for sale securities $ 2,051,822 $ 8,302 $ ( 55,877 ) $ — $ 2,004,247 $ 1,353,964 $ 26 $ ( 103,046 ) $ — $ 1,250,944

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Excluded from the table above is accrued interest on available for sale securities of $ 5.6 million and $ 2.9 million at December 31, 2025 and 2024, 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 for the years ended December 31, 2024 and 2023.

The Company did not record any write-offs of accrued interest income on available for sale securities for the years ended December 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 December 31, 2025 and 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 for the years ended December 31, 2024 and 2023, and therefore no gains or losses were realized during the periods presented.

During the year ended December 31, 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 for the year ended December 31, 2024.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11 unchanged sentences

Agency collateralized mortgage obligations 54 175,697 ( 3,216 ) 23,265 ( 1,313 ) 198,962 ( 4,529 )

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

Taxable municipal securities 8 6,792 ( 30 ) — — 6,792 ( 30 )

Pooled trust preferred securities issued by banks and insurers 1 — — 1,042 ( 78 ) 1,042 ( 78 )

10 unchanged sentences

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

State, county, and municipal securities 1 190 ( 5 ) — — 190 ( 5 )

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 for the years ended December 31, 2024 and 2023.

As a result, the Company did not recognize a provision for credit losses on these investments for either of the years ended December 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 December 31, 2024:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 December 31, 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.

14 unchanged sentences

(Dollars in thousands)

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

treasury securities $ 100,872 $ — $ ( 3,748 ) $ — $ 97,124 $ 100,791 $ — $ ( 7,769 ) $ — $ 93,022

1 unchanged sentence

Agency collateralized mortgage obligations 370,698 — ( 44,900 ) — 325,798 422,827 — ( 65,143 ) — 357,684

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

Small business administration pooled securities 112,554 183 ( 4,341 ) — 108,396 122,868 — ( 8,135 ) — 114,733

Total held to maturity securities $ 1,279,027 $ 522 $ ( 88,816 ) $ — $ 1,190,733 $ 1,434,956 $ 90 $ ( 143,245 ) $ — $ 1,291,801

Substantially all held to maturity securities held by the Company are guaranteed by the U.S.

All held to maturity securities held by the Company are guaranteed by the U.S.

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

1 unchanged sentence

Excluded from the table above is accrued interest on held to maturity securities of $ 3.4 million and $ 3.8 million at December 31, 2025 and 2024, 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 for the years ended December 31, 2024 and 2023.

The Company did not record any write-offs of accrued interest income on held to maturity securities for the years ended December 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 December 31, 2025 and 2024.

18 unchanged sentences

Agency collateralized mortgage obligations — — 4,420 4,454 1,877 1,773 267,024 263,349 273,321 269,576

State, county, and municipal securities — — 197 194 — — — — 197 194

Non-taxable municipal securities 1,588 1,589 7,800 7,806 3,090 3,163 — — 12,478 12,558

Taxable municipal securities — — 104,445 105,598 111,671 113,439 1,458 1,483 217,574 220,520

Pooled trust preferred securities issued by banks and insurers — — — — — — 1,120 1,042 1,120 1,042

15 unchanged sentences

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 periods indicated:

Years Ended December 31, 2024

Year Ended December 31, 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 135 20 — — 94 1,959 2,208

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

Provision for credit losses 21,839 31,794 4,349 3,719 1,253 2,515 65,469

Ending balance (1)

Years Ended December 31, 2023

$ 47,976 $ 84,916 $ 14,254 $ 29,254 $ 12,376 $ 1,101 $ 189,877

Year Ended December 31, 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)

$ 30,799 $ 93,718 $ 8,166 $ 25,238 $ 11,007 $ 1,056 $ 169,984

Year Ended December 31, 2023

3 unchanged sentences

Real Estate Commercial

Construction Small

Business Residential

Construction Residential

Real Estate Home Equity Other Consumer Total

3 unchanged sentences

Recoveries 237 — — — 62 1,036 1,335

Initial reserve on PCD loans

Provision for credit losses 15,524 5,304 ( 3,079 ) 2,664 1,278 1,559 23,250

Ending balance (1)

$ 36,049 $ 61,305 $ 7,683 $ 23,637 $ 12,797 $ 751 $ 142,222

(1) Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to $ 70.3 million, $ 55.6 million, and $ 60.2 million at December 31, 2025, 2024, and 2023, respectively.

The balance of allowance for credit losses of $ 170.0 million at December 31, 2024 increased by $ 27.8 million, or 19.5 % from the prior year driven primarily by specific reserve allocations on certain individually evaluated commercial loans.

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

Each of these loan categories possesses unique risk characteristics that are considered when determining the appropriate level of allowance for each segment.

The balance of allowance for credit losses increased by $ 19.9 million to $ 189.9 million as of December 31, 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 2025.

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

Each of the following loan categories possesses unique risk characteristics that are considered when determining the appropriate level of allowance for each segment.

Some of the characteristics unique to each loan category include:

12 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.

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

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

Collateral values are determined based upon third party appraisals and evaluations.

1 unchanged sentence

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.

For the commercial portfolio the Company typically obtains personal guarantees for payment from individuals and/or from other corporate or business entities holding a material ownership interest in the borrowing entities.

Guarantees may be either unlimited or limited with respect to guaranteed loan amounts or with respect to other terms and conditions.

Consumer Portfolio

16 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company reviews numerous credit quality indicators when assessing the risk in its loan portfolio.

For the commercial portfolio, the Company utilizes a 10-point credit risk-rating system, which assigns a risk-grade to each loan obligation based on a number of quantitative and qualitative factors associated with a commercial or small business loan transaction.

For the commercial portfolio, the Company utilizes a 10-point credit risk-rating system, which assigns a risk-grade to each loan

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

obligation based on a number of quantitative and qualitative factors associated with a commercial or small business loan transaction.

Factors considered include industry and market conditions, position within the industry, earnings trends, operating cash flow, asset/liability values, debt capacity, guarantor strength, management and controls, financial reporting, collateral, and other considerations.

30 unchanged sentences

December 31, 2025

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

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 $ 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

7 unchanged sentences

Current-period gross write-offs $ — $ — $ — $ — $ — $ — $ 96 $ — $ 96

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Other consumer (3)

5 unchanged sentences

Total current-period gross write-offs $ 12,554 $ 64 $ 26,934 $ 98 $ 7,989 $ 1,411 $ 7,754 $ — $ 56,804

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December 31, 2024

2023 2022 2021 2020 2019 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 $ 50,734 $ 51,157 $ 39,435 $ 25,643 $ 12,944 $ 22,412 $ 46,130 $ — $ 248,455

Special Mention — — — 154 — 184 314 — 652

Substandard 530 282 90 475 — 669 803 — 2,849

Doubtful — — — — — — — — —

Loss — — — — — — — — —

Total small business $ 51,264 $ 51,439 $ 39,525 $ 26,272 $ 12,944 $ 23,265 $ 47,247 $ — $ 251,956

Current-period gross write-offs $ — $ — $ 54 $ 40 $ — $ — $ 390 $ — $ 484

Residential real estate

3 unchanged sentences

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Pass $ 14,888 $ 24,020 $ 32,577 $ 49,290 $ 45,322 $ 127,029 $ 829,688 $ 16,229 $ 1,139,043

9 unchanged sentences

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

(1) Loans origination dates in the tables above reflect the original date, or the date of a material modification of a previously originated loan, for both organic originations and acquired loans.

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

(2) Loan origination dates in the tables above reflect the original date, or the date of a material modification of a previously originated loan, for both organic originations and acquired loans.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

8 unchanged sentences

LTV (re-valued) (2)

57.2 % 57.9 %

Home equity portfolio

1 unchanged sentence

LTV (re-valued) (2)(3)

45.3 % 43.9 %

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

11 unchanged sentences

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.

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.

As a general rule, loans 90 days or more past due with respect to principal or interest are classified as non-accrual loans, or sooner if management considers such action to be prudent.

However, loans that are 90 days or more past due may be kept on accruing status if the loan is well secured and/or in process of collection.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Nonaccrual Balances

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

Non-accrual Balances

December 31, 2025 December 31, 2024

3 unchanged sentences

Commercial real estate 26,674 23,841 50,515 67,126 7,217 74,343

Small business 302 — 302 394 4 398

Commercial construction 848 2,845 3,693 — — —

Residential real estate 15,043 — 15,043 10,243 — 10,243

1 unchanged sentence

Other consumer 44 — 44 10 — 10

Total nonaccrual loans $ 82,660 $ 18,869 $ 101,529 $ 43,040 $ 11,343 $ 54,383

(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 for the years ended December 31, 2024, 2023, and 2022, 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 $ 676,000 , $ 1.0 million, and $ 1.4 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Total non-accrual loans $ 55,884 $ 27,673 $ 83,557 $ 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 minimal to 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 for the years ended December 31, 2025, 2024, and 2023, except for instances where non-accrual loans were paid off in excess of the recorded book balance.

Total accrued interest reversed against interest income when loans were put on non-accrual status amounted to $ 1.0 million, $ 676,000 , and $ 1.0 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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

19 unchanged sentences

Commercial construction 1 804 1 488 2 3,693 4 4,985 1,394,208 1,399,193

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

Residential real estate 20 5,592 16 3,597 18 3,278 54 12,467 2,860,976 2,873,443

18 unchanged sentences

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

Small business 6 400 1 20 6 243 13 663 251,293 251,956

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

1 unchanged sentence

Other consumer (1)

596 441 3 7 6 6 605 454 38,918 39,372

Total 761 $ 47,521 28 $ 2,201 37 $ 37,686 826 $ 87,408 $ 14,420,970 $ 14,508,378

10 unchanged sentences

Commercial real estate 13,045 0.16 % Added a weighted-average contractual term of 1.1 years to the life of the loans

Commercial construction 818 0.10 % Added a weighted-average contractual term of 6 months to the life of one loan

Residential real estate 1,002 0.03 % Added a weighted-average contractual term of 9.8 years to the life of the loans

Home equity 248 0.02 % Added a weighted-average contractual term of 5.1 years to the life of the loans

Total $ 24,256

Other Than Insignificant Payment Delay

Commercial and industrial $ 413 0.01 % Modification was made with minimal financial effect

Commercial real estate 29,139 0.35 % Modification was made with minimal financial effect

Total $ 29,552

Combination - Term Extension and Interest Rate Reduction

Commercial and industrial $ 85 — % Extended the contractual term of one loan by 5.0 years and reduced the contractual rate from 9.50 % to 6.69 %

Commercial real estate 25,025 0.30 % Added a weighted-average contractual term of 3.7 years to the life of the loans and reduced the weighted-average interest rate from 7.85 % to 6.83 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Commercial construction 140 0.01 % Extended the contractual term of one loan by 1.0 year and reduced the contractual rate from 7.76 % to 5.51 %

Home equity 1,283 0.10 % Added a weighted-average contractual term of 22.9 years to the life of the loans and reduced the weighted average interest rate from 7.25 % to 6.88 %

Total $ 26,533

Combination - Term Extension and Other Than Insignificant Payment Delay

Commercial real estate 22,248 0.27 % 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 $ 102,589

Year Ended December 31, 2024

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

(Dollars in thousands)

Term Extension

Commercial and industrial 12,983 0.40 % Added a weighted-average contractual term of 2.4 years to the life of the loans

Commercial real estate 26,749 0.39 % Added a weighted-average contractual term of 2.0 years to the life of the loans

Commercial construction 818 0.10 % Added a weighted-average contractual term of 6 months to the life of the loans

Residential real estate 764 0.03 % Added a weighted-average contractual term of 7.9 years to the life of the loans

Total $ 41,314

Interest Rate Reduction

Small business $ 36 0.01 % Reduced contractual rate on one loan from 11.00 % to 8.20 %

Commercial and industrial 36 — % Reduced contractual rate on one loan from 11.00 % to 8.20 %

Home equity 63 0.01 % Reduced contractual rate on one loan from 7.99 % to 7.00 %

2 unchanged sentences

Commercial construction 10,672 1.36 % Modification was made with minimal financial effect

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Total $ 22,276

Combination - Term Extension and Interest Rate Reduction

Commercial and industrial $ 168 0.01 % Added a weighted-average contractual term of 4.1 years to the life of the loans and reduced the weighted-average interest rate by 6.08 %

Small business 26 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 and industrial 194 0.01 % Added a weighted-average contractual term of 3.9 years to the life of the loans and reduced the weighted -average interest rate from 12.63 % to 6.87 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Residential real estate 397 0.02 % Extended the contractual term on one loan by 6.1 years and reduced the interest rate from 7.75 % to 6.30 %

10 unchanged sentences

Commercial real estate 17,738 0.26 % Added a weighted-average contractual term of 2.6 years to the life of the loans

Small business 208 0.08 % Added a weighted-average contractual term of 4.7 years to the life of the loans

Total $ 28,748

Combination - Term Extension and Interest Rate Reduction

Commercial and industrial $ 85 — % Reduced the contractual interest rate on one loan from 10.00 % to 7.00 %;

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

Small business $ 38 0.02 % Reduced the contractual interest rate on one loan from 10.00 % to 6.50 %;

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

Commercial and industrial 123 — % Added a weighted-average contractual term of 5.0 years to the life of the loans and reduced the weighted -average interest rate from 10.00 % to 6.85 %

Combination - Term Extension and Other Than Insignificant Payment Delay

1 unchanged sentence

Total $ 8,370

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Total Outstanding Modified $ 37,241

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 twelve months as of the periods indicated:

December 31, 2024

Payment Status (Amortized Cost Basis)

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

(Dollars in thousands)

Commercial and industrial $ 24,755 $ — $ — $ 24,755

Commercial real estate 41,018 — 11,660 52,678

Commercial construction 11,490 — — 11,490

Small business 62 — — 62

Residential real estate 1,161 — — 1,161

Home equity 132 — — 132

Total $ 78,618 $ — $ 11,660 $ 90,278

December 31, 2023

Payment Status (Amortized Cost Basis)

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

(Dollars in thousands)

Commercial and industrial $ 19,091 $ — $ 375 $ 19,466

Commercial real estate 17,393 — 136 17,529

Small business 246 — — 246

Total $ 36,730 $ — $ 511 $ 37,241

All material loans modified for borrowers experiencing financial difficulty during 2025 were performing in accordance with their modified terms as of December 31, 2025.

At December 31, 2024 there was one $ 11.7 million commercial real estate loan modified during the year then ended that was past due by 90 days or more.

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

During the twelve months ended December 31, 2024, there was one $ 11.7 million commercial real estate loan modified to a borrower experiencing financial difficulty that subsequently defaulted.

The table below shows the amortized cost basis of financing receivables modified during the twelve months ended December 31, 2023 that subsequently defaulted:

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

Commercial and industrial $ 374 $ 6,505 $ 6,879

Commercial real estate 136 — 136

Total $ 510 $ 6,505 $ 7,015

During the twelve months ended December 31, 2025 there were no material loans modified to borrowers experiencing financial difficulty that had a subsequent

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2024, the Company had $ 8.6 million in additional commitments to lend to borrowers experiencing financial difficulty whose loans were modified and included in the above tables for the year then ended, largely attributable to one borrower.

There were no such additional commitments at December 31, 2023.

payment default.

At December 31, 2024 there was one $ 11.7 million commercial real estate loan modified to a borrower experiencing financial difficulty that subsequently defaulted.

At December 31, 2025, the Company had $ 14.5 million in additional commitments to lend to borrowers experiencing financial difficulty whose loans were modified during the previous twelve months, as compared to $ 8.6 million of such additional commitments at December 31, 2024 that were largely attributable to one borrower.

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.

The following table shows the TDRs which occurred for the period indicated and the change in the recorded investment subsequent to the modifications occurring:

Year Ended December 31, 2022

Number of Contracts Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment

(Dollars in thousands)

Commercial and industrial 4 $ 3,466 $ 3,465

Commercial real estate 1 7,850 7,850

Total 5 $ 11,316 $ 11,315

All loans included in the post-modification balance of $ 11.3 million shown in the table above were comprised of maturity extension modifications.

During the twelve months ended December 31, 2022 there were no loans modified that subsequently defaulted.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 5 BANK PREMISES AND EQUIPMENT

11 unchanged sentences

Depreciation expense related to bank premises and equipment was $ 22.5 million, $ 19.9 million, and $ 18.9 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is primarily reflected in occupancy and equipment expenses.

Leased equipment held by the Company totaled $ 32.7 million at both December 31, 2024 and 2023.

The Company held leased equipment with a total cost of $ 32.7 million at both December 31, 2025 and 2024.

The leased equipment is subject to a master lease agreement entered into during 2021 with a third-party lessee and the Company assumes the role of lessor in the transaction, which is deemed an operating lease for accounting purposes.

The Company recognized rental income of $ 6.4 million for the years ended December 31, 2024 and 2023, respectively, and $ 6.1 million for the year ended December 31, 2022 .

The Company recognized rental income of $ 6.4 million for each of the years ended December 31, 2025, 2024, and 2023 .

NOTE 6 GOODWILL AND OTHER INTANGIBLE ASSETS

8 unchanged sentences

Total goodwill and other intangible assets $ 1,224,186 $ 997,356

There were no changes in the carrying value of the Company’s goodwill during the years ended December 31, 2024 and 2023, and 2022, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The changes in the carrying value of goodwill for the periods indicated were as follows:

2025 2024 2023

(Dollars in thousands)

Balance at beginning of year $ 985,072 $ 985,072 $ 985,072

Acquisitions 105,538 — —

Balance at end of year $ 1,090,610 $ 985,072 985,072

The gross carrying amount and accumulated amortization of other intangible assets were as follows at the dates indicated:

9 unchanged sentences

(Dollars in thousands)

2026 $ 26,091

2027 $ 22,660

2028 $ 19,272

2029 $ 16,367

2030 $ 13,841

The original weighted average amortization period for intangible assets is 9.9 years.

8 unchanged sentences

Over 4 years to 5 years 4,292 0.1 % 7,719 0.3 %

Total (1) $ 2,747,346 100.0 % $ 2,181,479 100.0 %

(1) The total amount of time deposit accounts with balances equal to or greater than $250,000 at December 31, 2024 and 2023 was $ 774.9 million and $ 571.2 million, respectively.

$ 3,268,220 100.0 % $ 2,747,346 100.0 %

(1) The total amount of time deposit accounts with balances equal to or greater than $250,000 at December 31, 2025 and 2024 was $ 1.1 billion and $ 774.9 million, respectively.

At December 31, 2025 and 2024, the Company had a balance of $ 4.1 million and $ 4.7 million, respectively in demand deposit overdrafts.

Overdrafts are included in other consumer loans in the Consolidated Balance Sheets.

The Company had pledged assets as collateral covering certain deposits in the amount of $ 1.1 billion and $ 900.2 million at December 31, 2024 and 2023, respectively.

The Bank’s deposit accounts are insured to the maximum extent permitted by law by the DIF which is administered by the FDIC.

The Company had pledged assets as collateral covering certain deposits in the amount of $ 1.4 billion and $ 1.1 billion at December 31, 2025 and 2024, respectively.

The Bank’s deposit accounts are insured to the maximum extent permitted by law by the Deposit Insurance Fund which is administered by the FDIC.

The FDIC offers insurance coverage on deposits up to the federally insured limit of $250,000.

NOTE 8 BORROWINGS

Federal Home Loan Bank Borrowings

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

To manage the interest rate risk of these advances, the Company may enter into interest rate swap agreements which effectively fixes the rate of the borrowings.

The table below shows the outstanding borrowings as well as the contractual rates and effective rates, net of any swap impact, at the dates indicated:

Federal Home Loan Bank and Other Borrowings

The table below shows the outstanding borrowings as well as the contractual rates and effective rates, net of any swap impact, as applicable, at the dates indicated:

December 31, 2025 December 31, 2024

4 unchanged sentences

Stated maturity 2025 — — % n/a 200,000 4.81 % n/a

Amortizing 514 1.40 % n/a 541 1.40 % n/a

Total $ 638,514 $ 1,105,541

Other FHLB Borrowings 5,145 1.02 % n/a 514 1.40 % n/a

Total FHLB Borrowings $ 405,145 $ 638,514

Other borrowings 11,404 2.93 % n/a — n/a n/a

Total FHLB and other borrowings $ 416,549 $ 638,514

At December 31, 2025 and 2024, the Company had sufficient collateral at the FHLB to support its obligations and was in compliance with the FHLB’s collateral pledging program.

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Line of Credit

During the fourth quarter of 2025, the Company entered into a multi-year advance term loan credit facility 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 line of credit bears interest at a rate of one-month SOFR plus 1.70 % (combined 5.57 % at December 31, 2025) and matures December 31, 2028.

As of December 31, 2025 the Company had advanced $ 50.0 million on the line of credit and recorded $ 116,000 of related interest expense during the year then ended.

Long-Term Debt

7 unchanged sentences

Total long-term debt $ 359,345 $ 62,860

The interest expense on long-term debt was $ 5.0 million, $ 6.8 million, and $ 4.6 million at years ended December 31, 2024, 2023, and 2022, respectively.

The interest expense on long-term debt was $ 21.3 million, $ 5.0 million, and $ 6.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Junior Subordinated Debentures :

2 unchanged sentences

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

These trust preferred securities bear interest at a rate of three-month SOFR plus the London Interbank Offered Rate (“LIBOR”) credit spread (combined 4.62 % at December 31, 2024), plus an applicable credit spread.

These trust preferred securities bear interest at a rate of three-month SOFR plus a SOFR index spread (combined 3.98 % at December 31, 2025), plus an applicable credit spread.

Information relating to these trust preferred securities at December 31, 2025 is as follows:

6 unchanged sentences

Subordinated Debentures :

On March 14, 2019 the Company issued subordinated debentures with an aggregate principal amount of $ 50.0 million in a private placement transaction to institutional accredited investors.

These subordinated debentures were fully redeemed during the first quarter of 2024.

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 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.

At December 31, 2025, the Company held no long-term debt scheduled to mature within the next 5 years.

18 unchanged sentences

Restricted stock awards (1)

$ 8,025 $ 5,923 $ 5,777

Directors’ fee expense (2)

3 unchanged sentences

(1) Inclusive of compensation expense associated with time-vested and performance-based restricted stock awards.

(2) Expense related to awards issued to directors is recognized as directors’ fees within other noninterest expense.

(2) Expense related to awards issued to directors is recognized as directors’ fees within other non-interest expense.

The Company has standard form agreements used for stock option and restricted stock awards.

11 unchanged sentences

• Forfeitures on stock compensation are recognized when they occur.

For the years ended December 31, 2024, 2023 and 2022, there were no awards granted by the Company of nonqualified options to purchase shares of common stock.

For the years ended December 31, 2025, 2024 and 2023, there were no awards granted by the Company of non-qualified options to purchase shares of common stock.

Under all of the Company’s stock based plans, the option exercise price is based upon the average of the high and low trading value of the stock on the date of grant.

30 unchanged sentences

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

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

4/15/2025 1,360 2023 $ 55.25 Ratably over 3 years from grant date

5/15/2025 1,540 2023 $ 65.05 Ratably over 3 years from grant date

5/20/2025 12,194 2018 $ 64.03 Immediately upon grant date

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

7/1/2025 2,814 2018 $ 63.67 Immediately upon grant date

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

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

1 unchanged sentence

2/22/2024 106,200 2023 $ 52.73 Ratably over 3 years from grant date

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

4/15/2024 1,650 2023 $ 48.49 Ratably over 3 years from grant date

4 unchanged sentences

2/16/2023 77,525 2005 $ 80.65 Ratably over 3 years from grant date

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

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

1 unchanged sentence

5/30/2023 890 2023 $ 45.09 Ratably over 3 years from grant date

9/15/2023 5,270 2023 $ 51.44 Ratably over 5 years from grant date

9/15/2023 3,020 2023 $ 51.44 Ratably over 3 years from grant date

12/15/2023 460 2023 $ 66.24 Ratably over 3 years from grant date

Performance-based

25 unchanged sentences

Weighted average remaining recognition period (years) 2.02 years

(1) Forfeited amounts are inclusive of 2,968 performance-based shares that were not vested based on performance objective criteria results, and 2,871 performance-based shares that were cancelled based on the departure of certain executives of the Company.

NOTE 10 DERIVATIVES AND HEDGING ACTIVITIES

7 unchanged sentences

Accordingly, the Company clears certain derivative transactions through the Chicago Mercantile Exchange Clearing House (“CME”).

This clearing house requires the Company to post initial and variation margin to mitigate the risk of non-payment, the latter of which is received or paid daily based on the net asset or liability position of the contracts.

The CME requires the Company to post initial and variation margin to mitigate the risk of non-payment, the latter of which is received or paid daily based on the net asset or liability position of the contracts.

Interest Rate Positions

30 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 $ 1.7 million (pre-tax) to be reclassified as an increase to net interest income and $ 10.3 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 December 31, 2024.

The Company expects approximately $ 4.0 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 December 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 December 31, 2025.

18 unchanged sentences

The following tables reflect the Company’s customer related derivative positions at the dates indicated below for those derivatives not designated as hedging:

Positions (1) Notional Amount Maturing

Positions (1)

Notional Amount Maturing

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

11 unchanged sentences

Participation in 15 — 22,314 20,291 — 61,994 104,599 ( 44 )

Positions (1) Notional Amount Maturing

Positions (1)

Notional Amount Maturing

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

18 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 $ 20,000 , increased by $ 97,000 and decreased by $ 452,000 for the years ended December 31, 2024, 2023 and 2022, respectively.

The fair value of loans held for sale increased by $ 457,000 , decreased by $ 20,000 and increased by $ 97,000 for the years ended December 31, 2025, 2024 and 2023, respectively.

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

18 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 $ 4.1 million, $ 1.0 million and $ 562,000 for the years ended December 31, 2024, 2023 and 2022, respectively.

The aggregate amount of net realized gains on sales of mortgage loans included within mortgage banking income was $ 5.1 million, $ 4.1 million and $ 1.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Balance Sheet Offsetting

7 unchanged sentences

The table below presents the fair value of the Company’s derivative financial instruments, as well as their classification on the balance sheet at the dates indicated:

Asset Derivatives (1) Liability Derivatives (2)

Asset Derivatives (1)

Liability Derivatives (2)

Fair Value at Fair Value at Fair Value at Fair Value at

15 unchanged sentences

Netting Adjustments (5)

( 25,765 ) ( 46,664 ) 8,135 21,078

Net Derivatives on the Balance Sheet 34,365 57,294 59,830 102,677

Financial instruments (6)

5,164 2,894 5,164 2,894

Cash collateral pledged (received) ( 12,420 ) ( 33,283 ) 3,130 —

2 unchanged sentences

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

(3) A pproximately $ 195,000 and $ 2.2 million of accrued interest receivable is included in the fair value of interest rate and loan level derivative assets, respectively, at December 31, 2024, in comparison to accrued interest receivable of approximately $ 316,000 and $ 3.0 million, respectively at December 31, 2023.

(4) Approximately $ 825,000 and $ 2.2 million of accrued interest payable is included in the fair value of interest rate and loan level derivative liabilities, respectively, at December 31, 2024, in comparison to accrued interest payable of approximately $ 1.9 million and $ 3.0 million, respectively, at December 31, 2023.

(3) A pproximately $ 9,000 of accrued interest payable is included in the fair value of interest rate derivative assets and approximately $ 1.2 million of accrued interest receivable is included in the fair value of loan level derivative assets at December 31, 2025, in comparison to accrued interest receivable of approximately $ 195,000 and $ 2.2 million, included in the fair value of interest rate and loan level derivative assets, respectively, at December 31, 2024.

(4) Approximately $ 363,000 and $ 1.2 million of accrued interest payable is included in the fair value of interest rate and loan level derivative liabilities, respectively, at December 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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:

Years Ended December 31

2 unchanged sentences

Derivatives designated as hedges

Gain (loss) in OCI on derivatives (effective portion), net of tax $ 6,713 $ 16,055 $ ( 50,767 )

(Loss) gain reclassified from OCI into interest income or interest expense (effective portion) $ ( 19,372 ) $ ( 27,414 ) $ 5,054

Gain in OCI on derivatives (effective portion), net of tax $ 8,353 $ 6,713 $ 16,055

Loss reclassified from OCI into interest income or interest expense (effective portion) $ ( 9,326 ) $ ( 19,372 ) $ ( 27,414 )

Derivatives not designated as hedges

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Computed statutory federal income tax provision $ 55,056 21.00 % $ 51,897 21.00 % $ 66,178 21.00 %

State taxes, net of federal tax benefit 12,143 4.91 % 17,992 5.71 % 19,728 5.67 %

Low Income Housing Project Investments ( 4,496 ) ( 1.82 ) % ( 3,740 ) ( 1.19 ) % ( 3,364 ) ( 0.97 ) %

Nontaxable interest, net ( 3,653 ) ( 1.48 ) % ( 3,508 ) ( 1.11 ) % ( 3,191 ) ( 0.92 ) %

Increase in cash surrender value of life insurance ( 1,794 ) ( 0.73 ) % ( 2,133 ) ( 0.68 ) % ( 1,885 ) ( 0.54 ) %

Increase (decrease) in uncertain positions ( 1,215 ) ( 0.49 ) % ( 655 ) ( 0.21 ) % ( 1,035 ) ( 0.30 ) %

Revaluation of net deferred tax assets ( 29 ) ( 0.01 ) % 255 0.08 % — — %

Stock-based compensation 165 0.07 % ( 127 ) ( 0.04 ) % ( 202 ) ( 0.06 ) %

Change in valuation allowance 65 0.03 % 109 0.03 % 52 0.01 %

Other tax credits — — % ( 76 ) ( 0.02 ) % — — %

Other, net 1,963 0.79 % 1,337 0.43 % 810 0.25 %

Total expense $ 55,046 22.27 % $ 75,632 24.00 % $ 83,941 24.14 %

State and local income tax, net of federal income tax benefit 10,420 3.97 % 12,143 4.91 % 17,992 5.71 %

Low income housing tax credits ( 3,594 ) ( 1.37 ) % ( 4,496 ) ( 1.82 ) % ( 3,740 ) ( 1.19 ) %

Other ( 27 ) ( 0.01 ) % — — % ( 76 ) ( 0.02 ) %

Nontaxable or nondeductible items

Tax-exempt interest, net of disallowance ( 3,716 ) ( 1.42 ) % ( 3,653 ) ( 1.48 ) % ( 3,508 ) ( 1.11 ) %

Other ( 1,716 ) ( 0.65 ) % ( 1,629 ) ( 0.66 ) % ( 2,260 ) ( 0.72 ) %

Changes in unrecognized tax benefits ( 942 ) ( 0.36 ) % ( 1,215 ) ( 0.49 ) % ( 655 ) ( 0.21 ) %

Other adjustments 1,567 0.60 % 1,999 0.81 % 1,701 0.54 %

Effective income tax rate $ 57,048 21.76 % $ 55,046 22.27 % $ 75,632 24.00 %

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2 unchanged sentences

Deferred tax assets

Accrued expenses not deducted for tax purposes $ 17,720 $ 14,646

Allowance for credit losses $ 51,939 $ 46,372

Accrued expenses not deducted for tax purposes 16,517 17,720

Basis difference on loans 42,703 1,612

Basis differences on acquired securities 15,852 —

Derivatives fair value adjustment 2,164 5,304

1 unchanged sentence

Foreign Tax Credit Carryforward 89 89

Loan basis difference fair value adjustment 1,612 1,811

Net operating loss carry-forward 1,002 627

5 unchanged sentences

Valuation allowance (1)

( 485 ) ( 531 )

Total deferred tax assets net of valuation allowance $ 183,542 $ 134,458

23 unchanged sentences

Reduction of tax positions for prior years ( 959 )

Increase for prior year tax positions 128

Increase for current year tax positions 761

Balance at December 31, 2023 $ 1,761

5 unchanged sentences

Decreases in the Company’s unrealized tax positions occur as a result of the statute of limitation lapsing on prior year positions and/or settlements relating to outstanding positions.

Additionally, the balances noted in the table above do not include the indirect federal benefit of state tax positions of approximately $ 160,000 , $ 343,000 , and $ 544,000 at December 31, 2024, 2023, and 2022, respectively.

At December 31, 2025, there were no indirect federal benefit of state tax positions, included in the balances noted in the table above, and there were approximately $ 160,000 , and $ 343,000 at December 31, 2024, and 2023, respectively.

The following table summarizes the changes in accrued interest and penalties related to uncertain tax positions for the periods presented:

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents cash paid, net of refunds, for federal, state, and foreign income taxes for the periods presented:

Years Ended December 31

2025 2024 2023

(Dollars in thousands)

Cash Paid for Federal Income Taxes $ 26,000 $ 38,000 $ 33,081

Cash Paid for State Income Taxes

Massachusetts (1)

6,896 10,710 10,045

1,887 2,369 580

State subtotal 8,783 13,079 10,625

Total Cash Paid for Income Taxes $ 34,783 $ 51,079 $ 43,706

(1) Amounts shown above exclude $ 7.9 million, $ 8.2 million, and $ 7.9 million in purchased Massachusetts state credits for the years ended December 31, 2025, 2024, and 2023, respectively.

These credits represent pre-payments of Massachusetts state taxes.

(2) The amount of income taxes paid during the year does not meet the 5 % disaggregation threshold .

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTE 12 LOW INCOME HOUSING PROJECT INVESTMENTS

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The Company maintains a multiemployer defined benefit pension plan (the “Pension Plan”) administered by Pentegra Retirement Services (the “Fund” or “Pentegra Defined Benefit Plan for Financial Institutions”).

The Fund does not segregate the assets or liabilities of all participating employers and accordingly, disclosure of plan assets, accumulated vested and nonvested benefits is not possible.

The Fund does not segregate the assets or liabilities of all participating employers and accordingly, disclosure of plan assets, accumulated vested and non-vested benefits is not possible.

Effective July 1, 2006, the Company froze the defined benefit plan by eliminating all future benefit accruals.

3 unchanged sentences

Effective July 1, 2024, the Company withdrew The Peoples Bank from the Pension Plan and adopted The Peoples Bank Defined Benefit Pension Plan (the “Peoples DBP Plan”) as a qualified successor plan, which was fully funded.

Subsequent to year end, the Company’s Board of Directors voted to terminate the Peoples DBP Plan.

Pursuant to the Peoples DBP Plan’s pending termination, all obligations due under the terms of the Peoples DBP Plan will be satisfied during the year ending December 31, 2025.

The Company’s Board of Directors voted to terminate the Peoples DBP Plan in 2025.

As of December 31, 2025, the Peoples DBP Plan was terminated and all obligations due under the terms of the plan were settled.

The Company’s participation in the Pension Plan and the Peoples Plan (the “Pension Plans”) for the annual period ended December 31, 2025, is outlined in the table below.

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In conjunction with the acquisition of Blue Hills Bancorp, Inc., parent of Blue Hills Bank (collectively, “BHB”) in 2019, the Company acquired the Savings Banks Employees Retirement Association Pension Plan as adopted by BHB (the “BHB Plan”).

The BHB Plan is administered by Savings Banks Employees Retirement Association and was frozen on October 31, 2014.

Accumulated benefits for participants earned through the end of October 2014 remain secured by the BHB Plan assets as of December 31, 2024 and 2023.

Information pertaining to the BHB Plan is as follows:

The BHB Plan was administered by Savings Banks Employees Retirement Association and frozen on October 31, 2014.

As of December 31, 2025, the BHB Plan has terminated and the plan’s assets and liabilities have been settled.

I nformation pertaining to the BHB Plan is as follows:

Years Ended December 31

4 unchanged sentences

Actual return on plan assets 375 508 509

Asset reversion ( 1,424 ) — —

Benefits paid ( 8,700 ) ( 391 ) ( 766 )

3 unchanged sentences

Interest cost 415 388 420

Actuarial (gain) loss ( 484 ) 15 ( 3,505 )

Actuarial loss (gain) 387 ( 484 ) 15

Benefits paid ( 8,700 ) ( 391 ) ( 766 )

1 unchanged sentence

Funded status at end of year $ — $ 1,851 $ 1,247

At December 31, 2024 and 2023, the discount rate used to determine the benefit obligation was 5.44 % and 4.77 %, respectively.

At December 31, 2024, the discount rate used to determine the benefit obligation was 5.44 %.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

5 unchanged sentences

Expected return on plan assets ( 308 ) ( 258 ) ( 144 )

Amortization of net actuarial (gain) loss ( 54 ) ( 17 ) 28

Amortization of net actuarial gain ( 143 ) ( 54 ) ( 17 )

Settlement gain ( 677 ) — ( 25 )

Net period pension expense (benefit) $ 76 $ 234 $ ( 603 )

Net period pension (income) expense $ ( 713 ) $ 76 $ 234

The key assumptions used to determine net periodic pension expense (benefit) are as follows:

3 unchanged sentences

Expected long-term rate of return on plan assets 3.25 % 2.75 % 1.50 %

Assumptions with respect to the expected long-term rate of return are based on prevailing yields on high-quality, fixed-income investments increased by a premium for equity return expectations.

In 2022, the Company’s Board of Directors voted to terminate the BHB Plan.

As a result, the assets of the BHB plan were transferred to a money market account until the termination is approved by all regulatory bodies, which resulted in a lower long term rate of return on plan assets.

Presented in the table below are the estimated future benefit payments for the BHB Plan.

These payments reflect calculated amounts prior to the approval of the BHB Plan's termination.

(Dollars in thousands)

2030-2034 $ 2,744

The Company’s total defined benefit plan expense was $ 582,000 , $ 716,000 , and $ 487,000 , for the years ending December 31, 2025, 2024, and 2023, respectively.

The 2024 increase in expense was attributable to the newly adopted Peoples DBP Plan, as described above.

Supplemental Executive Retirement Plans

4 unchanged sentences

The related trust assets included in the Company’s equity securities portfolio totaled $ 19.0 million and $ 18.7 million at December 31, 2025 and 2024, respectively.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table shows the defined benefit supplemental retirement expense, and the contributions paid to the plans which were used only to pay the current year benefits for the years indicated:

20 unchanged sentences

Interest cost 778 745 761

Actuarial gain ( 1,046 ) ( 8 ) ( 4,365 )

Actuarial loss (gain) 212 ( 1,046 ) ( 8 )

Benefits paid ( 925 ) ( 1,120 ) ( 450 )

19 unchanged sentences

Amortization of prior service cost — — 22

Recognized net actuarial loss (gain) 4 ( 460 ) 606

Recognized net actuarial (gain) loss ( 62 ) 4 ( 460 )

Net periodic benefit cost $ 716 $ 749 $ 703

18 unchanged sentences

To be eligible for these contributions, an employee must complete one year and 1,000 hours of service.

The defined contributions are made up of a safe harbor contribution, in which eligible employees receive a 3 % cash contribution of eligible earnings to the social security limit, a discretionary contribution in which eligible employees receive a 2 % cash contribution of eligible earnings up to the social security limit and a 5 % cash contribution of eligible earnings over the social security limit up to the maximum amount permitted by law.

The defined contributions are made up of a safe harbor contribution, in which eligible employees receive a 3 % cash contribution of eligible earnings to the social security limit, a discretionary contribution in which eligible employees receive a 2 % cash contribution of eligible earnings up to the social security limit and a 5 % discretionary contribution of eligible earnings over the social security limit up to the maximum amount permitted by law.

Benefits contributed to employees under this defined contribution plan vest immediately.

7 unchanged sentences

Deferrals are invested at the election of the participant into one of the actively managed funds made available to the participant through the Company’s Investment Management Group or in the Company’s stock.

These funds are held in a rabbi trust until the elected date of distribution.

These funds are held in a rabbi trust until separation of Service.

The Company recognized expense of $ 605,000 , $ 659,000 and $ 524,000 related to this plan for services performed for the years ended December 31, 2025, 2024 and 2023, respectively.

4 unchanged sentences

The Company maintains two deferred compensation plans for the Company’s Board of Directors which permit non-employee directors to defer cash fees, one of which was in effect through December 31, 2018 and a new plan which was adopted effective January 1, 2019.

Under the plan in effect through December 31, 2018, deferred compensation was invested in Company stock and held by the Company’s Investment Management Group.

Under the plan in effect through December 31, 2018, deferred compensation was invested in Company stock.

Under the plan that took effect January 1, 2019, participating directors may defer all or a portion of their cash compensation into a choice of diversified investment portfolios comprised of stocks, bonds and cash.

There was no compensation deferred during 2025, 2024 and 2023.

Compensation of $ 113,000 was deferred during 2022.

NOTE 14 FAIR VALUE MEASUREMENTS

7 unchanged sentences

The Fair Value Measurements and Disclosures Topic of the FASB ASC defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

unobservable inputs (Level 3 measurements).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy under the Fair Value Measurements and Disclosures Topic of the FASB ASC are described below:

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

23 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 transaction, and yield relationships.

These securities are categorized as Level 2.

Single and Pooled Issuer Trust Preferred Securities

The fair value of trust preferred securities, including pooled and single issuer preferred securities, is estimated using external pricing models, discounted cash flow methodologies or similar techniques.

Pooled Issuer Trust Preferred Securities

The fair value of pooled issuer trust preferred securities is estimated using external pricing models, discounted cash flow methodologies or similar techniques.

The inputs used in these valuations include benchmark yields, reported trades, new issue data, broker dealer quotes, and collateral performance.

9 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.

12 unchanged sentences

Certain inputs used in appraisals are not always observable, and therefore OREO and Other Foreclosed Assets may be classified as Level 3 within the fair value hierarchy.

Goodwill and Other Intangible Assets

Goodwill and identified intangible assets are subject to impairment testing.

The Company conducts an annual impairment test of goodwill in the third quarter of each year, or more frequently if necessary.

Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

To estimate the fair value of goodwill and, if necessary, other intangible assets, the Company utilizes both a comparable analysis of relevant price multiples in recent market transactions and a discounted cash flow analysis.

Both valuation models require a significant degree of management judgment.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

Fair Value Measurements at Reporting Date Using

14 unchanged sentences

Agency collateralized mortgage obligations 269,576 — 269,576 —

State, county, and municipal securities 194 — 194 —

Non-taxable municipal securities 12,558 — 12,558 —

Taxable municipal securities 220,520 — 220,520 —

Pooled trust preferred securities issued by banks and insurers 1,042 — 1,042 —

4 unchanged sentences

Total recurring fair value measurements, net $ 2,058,622 $ 26,301 $ 2,032,321 $ —

Nonrecurring fair value measurements

Non-recurring fair value measurements

Individually assessed collateral dependent loans (1)

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

$ 79,868 $ — $ — $ 79,868

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

Total non-recurring fair value measurements $ 81,968 $ — $ — $ 81,968

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

15 unchanged sentences

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

State, county, and municipal securities 190 — 190 —

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)

Total nonrecurring fair value measurements $ 28,881 $ — $ — $ 28,881

$ 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.

15 unchanged sentences

Loans, net of allowance for credit losses (b)

18,234,032 17,842,036 — — 17,842,036

Federal Home Loan Bank stock (c)

21,835 21,835 — 21,835 —

Cash surrender value of life insurance policies (d)

378,576 378,576 — 378,576 —

Financial liabilities

Deposit liabilities, other than time deposits (e)

$ 16,858,570 $ 16,858,570 $ — $ 16,858,570 $ —

Time certificates of deposits (f)

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

3,268,220 3,262,605 — 3,262,605 —

Federal Home Loan Bank and other borrowings (f)

416,549 417,352 — 417,352 —

Line of credit (f)

49,953 52,494 — 52,494 —

Junior subordinated debentures (g)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

62,862 62,492 — 62,492 —

Subordinated debentures (f)

296,483 308,794 — — 308,794

Fair Value Measurements at Reporting Date Using

5 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 —

Loans, net of allowance for loan losses (b)

14,294,628 13,213,596 — — 13,213,596

Federal Home Loan Bank stock (c)

31,573 31,573 — 31,573 —

Cash surrender value of life insurance policies (d)

303,965 303,965 — 303,965 —

Financial liabilities

Deposit liabilities, other than time deposits (e)

$ 12,558,632 $ 12,558,632 $ — $ 12,558,632 $ —

Time certificates of deposits (f)

Federal Home Loan Bank borrowings (f) 1,105,541 1,103,845 — 1,103,845 —

2,747,346 2,739,606 — 2,739,606 —

Federal Home Loan Bank and other borrowings (f)

638,514 638,489 — 638,489 —

Junior subordinated debentures (g)

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

62,860 61,661 — 61,661 —

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

1 unchanged sentence

(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.

(c) Federal Home Loan Bank stock has no quoted market value and is carried at cost, therefore the carrying amount approximates fair value.

7 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.

1 unchanged sentence

NOTE 15 REVENUE RECOGNITION

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

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

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

Identify the contract(s) with customers

Identify the performance obligations

Determine the transaction price

Allocate the transaction price to the performance obligations

Recognize revenue when (or as) the entity satisfies a performance obligation

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.

10 unchanged sentences

Credit card income 2,843 2,341 2,119

Other noninterest income 5,343 5,684 6,099

Total noninterest income in-scope of ASC 606 95,812 89,263 84,415

Total noninterest income out-of-scope of ASC 606 32,202 35,346 30,252

Total noninterest income $ 128,014 $ 124,609 $ 114,667

Other non-interest income 7,688 5,343 5,684

Total non-interest income in-scope of ASC 606 113,399 95,812 89,263

Total non-interest income out-of-scope of ASC 606 35,290 32,202 35,346

Total non-interest income $ 148,689 $ 128,014 $ 124,609

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.

Additional information related to each of the revenue streams is further noted below.

Deposit Account Fees

The Company offers various deposit account products to its customers governed by specific deposit agreements applicable to either personal customers or business customers.

These agreements identify the general conditions and obligations of both parties, and include standard information regarding deposit account related fees.

Deposit account services include providing access to deposit accounts as well as access to the various deposit transactional services of the Company.

Revenue is recognized in conjunction with the various services being provided.

In addition, the Company may also assess separate fixed fees associated with and at the time specific transactions are entered into by the customer.

As such, the Company considers its performance obligations to be met concurrently with providing the account access or completing the requested deposit transaction.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash Management

Cash management services are a subset of the Deposit account fees revenue stream.

These services primarily include ACH transaction processing, positive pay and remote deposit services.

These services are also governed by separate agreements entered into with the customer.

The fee arrangement for these services is structured to assess fees under one of two scenarios, either a per transaction fee arrangement or an earnings credit analysis arrangement.

Under the earnings credit analysis arrangement, the Company provides a monthly earnings credit to the customer that is negotiated and determined based on various factors.

The credit is then available to absorb the per transaction fees that are assessed on the customer's deposit account activity for the month.