What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-06 · 221 added, 106 removed, 1117 unchanged (23% of the section changed)

53 unchanged sentences

issued and outstanding:

48,572,237 shares at March 31, 2026 and 49,243,813 shares at December 31, 2025 (includes 297,143 and 254,359 shares of unvested participating restricted stock awards, respectively)

47,618,626 shares at June 30, 2026 and 49,243,813 shares at December 31, 2025 (includes 283,135 and 254,359 shares of unvested participating restricted stock awards, respectively)

Value of shares held in rabbi trust at cost:

77,307 shares at March 31, 2026 and 75,247 shares at December 31, 2025

73,303 shares at June 30, 2026 and 75,247 shares at December 31, 2025

( 3,508 ) ( 3,452 )

9 unchanged sentences

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

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2026 2025 2026 2025

Interest income

30 unchanged sentences

Amortization of intangible assets 6,791 1,197 13,681 2,541

Consulting expense 3,274 1,018 5,251 2,115

Merger and acquisition expense — 2,239 3,024 3,394

14 unchanged sentences

(Unaudited—Dollars in thousands)

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2026 2025 2026 2025

Net income $ 81,838 $ 51,101 $ 161,757 $ 95,525

8 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended March 31, 2026 and 2025

Three Months Ended June 30, 2026 and 2025

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

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

Comprehensive Income (Loss) Total

Balance March 31, 2026 48,572,237 $ 483 $ ( 3,622 ) $ 3,622 $ 2,272,910 $ 1,317,946 $ ( 49,298 ) $ 3,542,041

Net income — — — — — 81,838 — 81,838

Other comprehensive loss — — — — — — ( 9,368 ) ( 9,368 )

Common dividend declared ($ 0.64 per share)

— — — — — ( 30,478 ) — ( 30,478 )

Stock based compensation — — — — 3,320 — — 3,320

Restricted stock awards issued, net of awards surrendered 532 — — — ( 59 ) — — ( 59 )

Shares issued under direct stock purchase plan 9,998 — — — 820 — — 820

Shares repurchased under share repurchase program ( 964,141 ) ( 10 ) — — ( 75,741 ) — — ( 75,751 )

Deferred compensation and other retirement benefit obligations — — 114 ( 114 ) — — — —

Balance June 30, 2026 47,618,626 $ 473 $ ( 3,508 ) $ 3,508 $ 2,201,250 $ 1,369,306 $ ( 58,666 ) $ 3,512,363

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

Net income — — — — — 51,101 — 51,101

Other comprehensive income — — — — — — 12,119 12,119

Common dividend declared ($ 0.59 per share)

— — — — — ( 25,150 ) — ( 25,150 )

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

Stock based compensation — — — — 2,948 — — 2,948

Restricted stock awards issued, net of awards surrendered 8,158 — — — ( 25 ) — — ( 25 )

Shares issued under direct stock purchase plan 8,477 — — — 471 — — 471

Deferred compensation and other retirement benefit obligations — — 65 ( 65 ) — — — —

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

INDEPENDENT BANK CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2026 and 2025

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

Common Stock Outstanding Common Stock Value of Shares Held in Rabbi

11 unchanged sentences

Deferred compensation and other retirement benefit obligations — — ( 56 ) 56 — — — —

Balance March 31, 2026 48,572,237 $ 483 $ ( 3,622 ) $ 3,622 $ 2,272,910 $ 1,317,946 $ ( 49,298 ) $ 3,542,041

Balance June 30, 2026 47,618,626 $ 473 $ ( 3,508 ) $ 3,508 $ 2,201,250 $ 1,369,306 $ ( 58,666 ) $ 3,512,363

Balance December 31, 2024 42,500,611 $ 423 $ ( 3,383 ) $ 3,383 $ 1,909,980 $ 1,172,724 $ ( 90,007 ) $ 2,993,120

3 unchanged sentences

— — — — — ( 50,290 ) — ( 50,290 )

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

Stock based compensation — — — — 4,844 — — 4,844

2 unchanged sentences

Deferred compensation and other retirement benefit obligations — — ( 76 ) 76 — — — —

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

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

INDEPENDENT BANK CORP.

1 unchanged sentence

(Unaudited—Dollars in thousands)

Three Months Ended

Six Months Ended

Cash flow from operating activities

8 unchanged sentences

Net loss on bank premises and equipment 12 92

Net loss on other real estate owned and foreclosed assets 51 —

Stock based compensation 5,635 4,844

21 unchanged sentences

Purchases of bank premises and equipment ( 12,037 ) ( 6,250 )

Proceeds from the sale of bank premises and equipment 75 —

Proceeds from the sale of other real estate owned and foreclosed assets 2,049 —

Net cash provided by (used in) investing activities 97,281 ( 34,593 )

Cash flows provided by (used in) financing activities

Cash flows (used in) provided by financing activities

Net decrease in time deposits ( 18,767 ) ( 27,181 )

Net (decrease) increase in other deposits ( 16,354 ) 407,873

Net increase in other deposits 284,093 614,909

Net repayments of Federal Home Loan Bank and other borrowings ( 199,773 ) ( 238,000 )

6 unchanged sentences

Net cash (used in) provided by financing activities ( 58,577 ) 595,876

Net (decrease) increase in cash and cash equivalents ( 42,924 ) 496,954

Net increase in cash and cash equivalents 229,324 681,344

Cash and cash equivalents at beginning of year 771,902 219,890

1 unchanged sentence

Supplemental schedule of non-cash investing and financing activities

Transfer of loans to other real estate owned & foreclosed assets $ 206 $ 2,100

Net increase in capital commitments relating to low income housing project investments $ — $ 10,223

11 unchanged sentences

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

Results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other interim period.

Results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other interim period.

For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “2025 Form 10-K”).

7 unchanged sentences

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.

2025-08 was issued in November 2025 and 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 is effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

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

7 unchanged sentences

Trading Securities

The Company had trading securities of $ 5.5 million and $ 4.7 million as of March 31, 2026 and December 31, 2025, respectively.

The Company had trading securities of $ 4.8 million and $ 4.7 million as of June 30, 2026 and December 31, 2025, respectively.

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

Equity Securities

The Company had equity securities of $ 21.5 million and $ 21.6 million as of March 31, 2026 and December 31, 2025, respectively.

The Company had equity securities of $ 21.6 million as of both June 30, 2026 and December 31, 2025.

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

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

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2026 2025 2026 2025

Dollars in thousands

1 unchanged sentence

net gains recognized during the period on equity securities sold during the period 347 — 347 6

Unrealized gains recognized during the reporting period on equity securities still held at the reporting date $ 25 $ 92

Unrealized (losses) gains recognized during the reporting period on equity securities still held at the reporting date $ ( 174 ) $ 71 $ ( 149 ) $ 163

Available for Sale Securities

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Gains Gross Unrealized

12 unchanged sentences

Total available for sale securities $ 2,146,923 $ 1,360 $ ( 72,311 ) $ — $ 2,075,972 $ 2,051,822 $ 8,302 $ ( 55,877 ) $ — $ 2,004,247

Excluded from the table above is accrued interest on available for sale securities of $ 6.2 million and $ 5.6 million at March 31, 2026 and December 31, 2025, respectively, which is included within other assets on the Consolidated Balance Sheets.

The Company did not record any write-offs of accrued interest income on available for sale securities during the three months ended March 31, 2026 and 2025.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status at March 31, 2026 and December 31, 2025, respectively.

Excluded from the table above is accrued interest on available for sale securities of $ 5.8 million and $ 5.6 million at June 30, 2026 and December 31, 2025, respectively, which is included within other assets on the Consolidated Balance Sheets.

The Company did not record any write-offs of accrued interest income on available for sale securities during the three and six months ended June 30, 2026 and 2025.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status at June 30, 2026 and December 31, 2025, respectively.

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

The Company had no sales of securities available for sale during the three months ended March 31, 2026 and 2025, and therefore no gains or losses were realized for such periods.

The Company had no sales of securities available for sale during the three and six months ended June 30, 2026 and 2025, and therefore no gains or losses were realized for such periods.

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

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

March 31, 2026

June 30, 2026

Less than 12 months 12 months or longer Total

29 unchanged sentences

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

As a result, the Company did not recognize a provision for credit losses on these investments during the three months ended March 31, 2026 and 2025.

As a result, the Company did not recognize a provision for credit losses on these investments during the three and six months ended June 30, 2026 and 2025.

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

As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the table above by category were as follows at March 31, 2026:

As a result of the Company’s review of these qualitative and quantitative factors, the causes of the impairments listed in the table above by category were as follows at June 30, 2026:

Government Agency Securities, U.S.

14 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Gains Gross Unrealized

11 unchanged sentences

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

As a result, management has determined these securities to have a zero loss expectation and therefore the Company did not record a provision for estimated credit losses on any held to maturity securities during the three months ended March 31, 2026 and 2025.

Excluded from the table above is accrued interest on held to maturity securities of $ 2.8 million and $ 3.4 million at March 31, 2026 and December 31, 2025, respectively, which is included within other assets on the Consolidated Balance Sheets.

The Company did not record any write-offs of accrued interest income on held to maturity securities during the three months ended March 31, 2026 and 2025.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status at March 31, 2026 and December 31, 2025.

Excluded from the table above is accrued interest on held to maturity securities of $ 3.1 million and $ 3.4 million at June 30, 2026 and December 31, 2025, respectively, which is included within other assets on the Consolidated Balance Sheets.

The Company did not record any write-offs of accrued interest income on held to maturity securities during the three and six months ended June 30, 2026 and 2025.

Furthermore, no securities held by the Company were delinquent on contractual payments nor were any securities placed on non-accrual status at June 30, 2026 and December 31, 2025.

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

The Company had no sales of held to maturity securities during the three months ended March 31, 2026 and 2025, and therefore no gains or losses were realized for such periods.

The Company had no sales of held to maturity securities during the three and six months ended June 30, 2026 and 2025, and therefore no gains or losses were realized for such periods.

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

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

As of March 31, 2026, all held to maturity securities held by the Company were rated investment grade or higher.

As of June 30, 2026, all held to maturity securities held by the Company were rated investment grade or higher.

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

A schedule of the contractual maturities of securities available for sale and securities held to maturity at March 31, 2026 is presented below:

A schedule of the contractual maturities of securities available for sale and securities held to maturity at June 30, 2026 is presented below:

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

20 unchanged sentences

Total $ 450,213 $ 445,627 $ 1,155,066 $ 1,101,491 $ 248,283 $ 235,108 $ 1,503,671 $ 1,411,390 $ 3,357,233 $ 3,193,616

Included in the table above is $ 130.0 million of callable securities at March 31, 2026.

The carrying value of securities pledged to secure public funds, trust deposits, and for other purposes, as required or permitted by law, was $ 2.8 billion and $ 2.5 billion at March 31, 2026 and December 31, 2025, respectively.

At March 31, 2026 and December 31, 2025, the Company had no investments in obligations of individual states, counties, or municipalities which exceeded 10% of consolidated stockholders’ equity.

Included in the table above is $ 128.8 million of callable securities at June 30, 2026.

The carrying value of securities pledged to secure public funds, trust deposits, and for other purposes, as required or permitted by law, was $ 2.8 billion and $ 2.5 billion at June 30, 2026 and December 31, 2025, respectively.

At June 30, 2026 and December 31, 2025, the Company had no investments in obligations of individual states, counties, or municipalities which exceeded 10% of consolidated stockholders’ equity.

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

1 unchanged sentence

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

(Dollars in thousands)

11 unchanged sentences

$ 56,880 $ 78,879 $ 13,871 $ 31,543 $ 13,562 $ 1,164 $ 195,899

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(Dollars in thousands)

11 unchanged sentences

$ 38,451 $ 60,927 $ 8,183 $ 25,414 $ 10,911 $ 887 $ 144,773

(1) Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to $ 69.1 million and $ 53.7 million as of March 31, 2026 and March 31, 2025, respectively.

The balance of allowance for credit losses increased $ 683,000 to $ 190.6 million as of March 31, 2026, as compared to $ 189.9 million at December 31, 2025, driven by provision for credit losses of $ 5.5 million, offset by net charge-offs of $4.8 million.

Six Months Ended June 30, 2026

(Dollars in thousands)

Commercial and

Industrial Commercial

Real Estate Commercial

Construction Residential

Real Estate Home Equity Other Consumer Total

Allowance for credit losses

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

Charge-offs ( 1,008 ) ( 4,370 ) — — ( 2 ) ( 2,261 ) ( 7,641 )

Recoveries 233 278 — — 57 1,345 1,913

Provision for credit losses 9,679 ( 1,945 ) ( 383 ) 2,289 1,131 979 11,750

Ending balance (1)

$ 56,880 $ 78,879 $ 13,871 $ 31,543 $ 13,562 $ 1,164 $ 195,899

Six Months Ended June 30, 2025

(Dollars in thousands)

Commercial and

Industrial Commercial

Real Estate Commercial

Construction Residential

Home Equity Other Consumer Total

Allowance for credit losses

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

Charge-offs ( 3,012 ) ( 43,344 ) — — ( 96 ) ( 1,914 ) ( 48,366 )

Recoveries 67 1 — — 67 820 955

Provision for (release of) credit losses 10,597 10,552 17 176 ( 67 ) 925 22,200

Ending balance (1)

$ 38,451 $ 60,927 $ 8,183 $ 25,414 $ 10,911 $ 887 $ 144,773

(1) Balances of accrued interest receivable excluded from amortized cost and the calculation of allowance for credit losses amounted to $ 68.3 million and $ 54.5 million as of June 30, 2026 and June 30, 2025, respectively.

The balance of allowance for credit losses increased $ 6.0 million to $ 195.9 million as of June 30, 2026, as compared to $ 189.9 million at December 31, 2025, driven by provision for credit losses of $ 11.8 million, partially offset by net charge-offs of $ 5.7 million.

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

16 unchanged sentences

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

Permissible loan to value ratios at origination are

governed by Company policy and regulatory guidelines.

Permissible loan to value ratios at origination are governed by Company policy and regulatory guidelines.

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.

52 unchanged sentences

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

The following table details the amortized cost balances of the Company's loan portfolios, presented by credit quality indicator and origination year, as of March 31, 2026, and gross charge-offs for the three month period then ended:

March 31, 2026

The following table details the amortized cost balances of the Company's loan portfolios, presented by credit quality indicator and origination year, as of June 30, 2026, and gross charge-offs for the six month period then ended:

June 30, 2026

2026 2025 2024 2023 2022 Prior Revolving Loans Revolving converted to Term (1)

84 unchanged sentences

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

(1) Amounts presented represent the amortized cost as of March 31, 2026 and December 31, 2025 of revolving loans that were converted to term loans during the three and twelve months then ended, respectively.

(1) Amounts presented represent the amortized cost as of June 30, 2026 and December 31, 2025 of revolving loans that were converted to term loans during the three and twelve months then ended, respectively.

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

14 unchanged sentences

45.1 % 45.3 %

(1) The average FICO scores at March 31, 2026 are based upon rescores from March 2026, as available for previously originated loans, or the origination score data for loans booked in March 2026.

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

(2) The combined LTV ratios for March 31, 2026 are based upon updated automated valuations as of February 2026, when available, and/or the most current valuation data available.

The combined LTV ratios for December 31, 2025 were based upon updated automated valuations as of November 2025, when available, and/or the most current valuation data available.

The updated automated valuations provide new information on loans that may be available since the previous valuation was obtained.

If no new information is available, the valuation will default to the previously obtained data or most recent appraisal.

(1) The weighted average FICO scores for June 30, 2026 and December 31, 2025 are based upon rescores from June 2026 and December 2025, respectively.

For any borrower where rescores were not available, the most recent FICO score data was used.

(2) The combined LTV ratios for June 30, 2026 and December 31, 2025 are calculated with consideration given to either the value obtained at origination or an updated automated valuation.

Newly originated loans with valuations obtained in the previous 12 months will rely on the value obtained at origination.

The remainder of the portfolio utilized updated automated valuation as of May 2026 and November 2025 for the purposes of the June 30, 2026 and December 31, 2025 ratios, respectively.

If the updated value is not available, the most recent valuation or the original value will be used, depending on valuation age.

(3) For home equity loans and lines in a subordinate lien, the LTV data represents a combined LTV, taking into account the senior lien data for loans and lines.

5 unchanged sentences

Non-accrual Balances

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

9 unchanged sentences

(1) Non-accrual balances reported above without an allowance for credit losses are attributable to loans evaluated on an individual basis where it was determined that there was no risk of loss due to sufficient underlying collateral values.

It is the Company’s policy to reverse any accrued interest when a loan is put on non-accrual status, and, as such, the Company did not record any interest income on non-accrual loans during the three months ended March 31, 2026 and 2025, respectively, except for instances where non-accrual loans were paid off in excess of the recorded book balance.

Total accrued interest reversed against interest income amounted to $ 215,000 and $ 344,000 for the three months ended March 31, 2026 and 2025, respectively.

It is the Company’s policy to reverse any accrued interest when a loan is put on non-accrual status, and, as such, the Company did not record any interest income on non-accrual loans during the three and six months ended June 30, 2026 and 2025, respectively, except for instances where non-accrual loans were paid off in excess of the recorded book balance.

Total accrued interest reversed against interest income amounted to $ 579,000 and $ 224,000 for the three months ended June 30, 2026 and 2025, respectively, and $ 795,000 and $ 568,000 for the six months ended June 30, 2026 and 2025, respectively.

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(Dollars in thousands)

2 unchanged sentences

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

March 31, 2026

June 30, 2026

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

40 unchanged sentences

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

(2) The amount of net deferred fees/costs on originated loans included in the ending balance was $ 7.9 million and $ 7.7 million at March 31, 2026 and December 31, 2025, respectively.

Net unamortized discounts on acquired loans included in the ending balance were $ 147.8 million and $ 157.0 million at March 31, 2026 and December 31, 2025, respectively.

(2) The amount of net deferred fees/costs on originated loans included in the ending balance was $ 9.6 million and $ 7.7 million at June 30, 2026 and December 31, 2025, respectively.

Net unamortized discounts on acquired loans included in the ending balance were $ 143.5 million and $ 157.0 million at June 30, 2026 and December 31, 2025, respectively.

Unfunded Commitments

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

The Company’s estimated reserve for unfunded commitments amounted to $ 1.9 million and $ 1.8 million at March 31, 2026 and December 31, 2025, respectively.

The Company’s estimated reserve for unfunded commitments amounted to $ 1.9 million and $ 1.8 million at June 30, 2026 and December 31, 2025, respectively.

Loan Modifications

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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

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

(Dollars in thousands)

Term Extension and Interest Rate Reduction

Commercial real estate $ 4,397 0.06 % Extended the contractual term on one loan by 1.5 years and reduced the interest rate from 7.50 % to 5.50 %

Total Outstanding Modified $ 4,397

Six Months Ended June 30, 2026

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

(Dollars in thousands)

Term Extension

Commercial and industrial $ 1,090 0.02 % Extended contractual term on one loan by 1 year

Commercial and industrial $ 1,090 0.02 % Added a weighted-average contractual term of 1 year to the life of the loans

Commercial real estate 14,967 0.19 % Added a weighted-average contractual term of 10 months to the life of the loans

Total $ 16,057

Three Months Ended March 31, 2025

Term Extension and Interest Rate Reduction

Commercial real estate $ 4,397 0.06 % Added a weighted-average contractual term of 1.5 years to the life of the loans and reduced the weighted-average interest rate from 7.50 % to 5.50 %

Total $ 4,397

Total Outstanding Modified $ 20,454

Three Months Ended June 30, 2025

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

1 unchanged sentence

Term Extension

Commercial and industrial $ 5,204 0.16 % Added a weighted-average contractual term of 11 months to the life of the loans

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

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

Commercial and industrial $ 4,118 0.12 % Added a weighted-average contractual term of 1.2 years to the life of the loans

Commercial real estate 1,653 0.02 % Extend contractual term on one loan by 3 months

Home equity 245 0.02 % Added a weighted-average contractual term of 5.2 years to the life of the loans

Total $ 6,016

Other Than Insignificant Payment Delays

Commercial real estate $ 11,002 0.16 % Modification was made with minimal financial effect

Commercial and industrial $ 1,036 0.03 % Modification was made with minimal financial effect

Total $ 1,036

Term Extension and Interest Rate Reduction

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

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

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Total $ 13,337

Interest Rate Reduction and Other Than Insignificant Payment Delay

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

Total $ 22,248

Total Outstanding Modified $ 42,637

Six Months Ended June 30, 2025

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

(Dollars in thousands)

Term Extension

Commercial and industrial $ 9,225 0.27 % Added a weighted-average contractual term of 1 year to the life of the loans

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

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

Home equity 245 0.02 % Added a weighted-average contractual term of 5.2 years to the life of the loans

Total $ 14,770

Other Than Insignificant Payment Delay

Commercial and industrial $ 1,036 0.03 % Modification was made with minimal financial effect

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

Total $ 12,038

Term Extension and Interest Rate Reduction

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

Commercial real estate 25,093 0.38 % 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 %

Home equity 1,185 0.10 % Extended the contractual term on one loan by 23.6 years and reduced the interest rate from 7.25 % to 6.88 %

Total $ 26,371

Interest Rate Reduction and Other Than Insignificant Payment Delay

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

Total $ 22,248

Total Outstanding Modified $ 75,427

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

At March 31, 2026, all material loans modified to borrowers experiencing financial difficulty during the previous twelve months were performing in accordance with modified terms.

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

At June 30, 2026 and December 31, 2025, all material loans modified to borrowers experiencing financial difficulty during the previous twelve months were performing in accordance with modified terms.

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

During the three months ended March 31, 2026 and March 31, 2025, respectively, there were no material loans that had a payment default during the period and were modified to a borrower experiencing financial difficulty in the previous twelve months.

At March 31, 2026, the Company had $ 1.9 million in additional commitments to lend to one borrower experiencing financial difficulty, pertaining to a term extension granted on a commercial and industrial loan during the three months then ended.

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

As of both June 30, 2026 and December 31, 2025, there were no material loans to borrowers experiencing financial difficulty that were modified during the prior twelve months.

At June 30, 2026 the Company had $ 1.9 million in additional commitments to lend to borrowers experiencing financial difficulty and which were modified during the six months then ended.

At December 31, 2025, the Company had $ 14.6 million in additional commitments to lend to borrowers experiencing financial difficulty whose loans had been modified during the twelve months then ended.

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

NOTE 5 - STOCK BASED COMPENSATION

During the three months ended March 31, 2026, the Company had the following activity related to stock based compensation:

During the six months ended June 30, 2026, the Company had the following activity related to stock based compensation:

Time-Vested Restricted Stock Awards

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2/19/2026 142,000 2023 Omnibus Incentive Plan $ 80.45 Ratably on February 27th of 2027, 2028, and 2029

4/10/2026 810 2018 Non-Employee Director Stock Plan $ 80.32 Immediately upon grant date

4/15/2026 630 2023 Omnibus Incentive Plan $ 79.58 Ratably over 3 years from grant date

5/15/2026 270 2023 Omnibus Incentive Plan $ 76.79 Ratably over 3 years from grant date

5/19/2026 10,946 2018 Non-Employee Director Stock Plan $ 77.24 Immediately upon grant date

6/15/2026 40 2023 Omnibus Incentive Plan $ 82.99 Ratably over 3 years from grant date

Performance-Based Restricted Stock Awards

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The number of shares to be vested is contingent upon the Company’s attainment of certain performance criteria to be measured at the end of a three-year performance period ending December 31, 2028 .

The awards will vest upon the earlier of the date on which it is determined if the performance goal is achieved subsequent to the performance period, or March 15, 2029.

The awards will vest upon the earlier of the date on which it is determined if the performance goal is

achieved subsequent to the performance period, or March 15, 2029.

Excluding the impact of any forfeitures, achievement of target performance will result in the issuance of 20,150 shares, while achievement of the maximum performance will result in the issuance of 40,300 shares.

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

March 31, 2026

June 30, 2026

Weighted Average Rate

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

The Company expects approximately $ 270,000 (pre-tax) to be reclassified as an increase to net interest income and $ 4.4 million (pre-tax) to be reclassified as a decrease to net interest income, from other comprehensive income related to the Company’s cash flow hedges in the twelve months following March 31, 2026.

This reclassification is due to anticipated payments that will be made and/or received on the swaps based upon the forward curve at March 31, 2026.

The Company had no fair value hedges as of March 31, 2026 or December 31, 2025.

The Company expects approximately $ 368,000 (pre-tax) to be reclassified as an increase to net interest income and $ 5.2 million (pre-tax) to be reclassified as a decrease to net interest income, from other comprehensive income related to the Company’s cash flow hedges in the twelve months following June 30, 2026.

This reclassification is due to anticipated payments that will be made and/or received on the swaps based upon the forward curve at June 30, 2026.

The Company had no fair value hedges as of June 30, 2026 or December 31, 2025.

Customer Related Positions

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

March 31, 2026

June 30, 2026

(Dollars in thousands)

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

The fair value of loans held for sale decreased by $ 417,000 and increased by $ 57,000 for the three months ended March 31, 2026 and 2025, respectively.

The fair value of loans held for sale increased by $ 222,000 and $ 266,000 for the three months ended June 30, 2026 and 2025, respectively.

For the six months ended June 30, 2026 and 2025, respectively, the fair value of loans held for sale decreased by $ 195,000 and increased by $ 323,000 .

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

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

The aggregate amount of net realized gains on sales of mortgage loans included within mortgage banking income was $ 1.7 million and $ 705,000 for the three months ended March 31, 2026 and 2025, respectively.

The aggregate amount of net realized gains on sales of mortgage loans included within mortgage banking income was $ 824,000 and $ 828,000 for the three months ended June 30, 2026 and 2025, respectively, and $ 2.6 million and $ 1.5 million for the six months ended June 30, 2026 and 2025, respectively.

Balance Sheet Offsetting

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2026 December 31

2025 March 31

2026 December 31

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

(3) Approximately $ 14,000 and $ 1.0 million of accrued interest receivable is included in the fair value of interest rate and loan level derivative assets, respectively, at March 31, 2026, in comparison to accrued interest payable of approximately $ 9,000 and accrued interest receivable of approximately $ 1.2 million, respectively, at December 31, 2025.

(4) Approximately $ 284,000 and $ 1.0 million of accrued interest payable is included in the fair value of interest rate and loan level derivative liabilities, respectively, at March 31, 2026, in comparison to accrued interest payable of approximately $ 363,000 and $ 1.2 million, respectively, at December 31, 2025.

(3) Approximately $ 14,000 and $ 937,000 of accrued interest receivable is included in the fair value of interest rate and loan level derivative assets, respectively, at June 30, 2026, in comparison to accrued interest payable of approximately $ 9,000 and accrued interest receivable of approximately $ 1.2 million, respectively, at December 31, 2025.

(4) Approximately $ 250,000 and $ 937,000 of accrued interest payable is included in the fair value of interest rate and loan level derivative liabilities, respectively, at June 30, 2026, in comparison to accrued interest payable of approximately $ 363,000 and $ 1.2 million, respectively, at December 31, 2025.

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

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The table below presents the effect of the Company’s derivative financial instruments included in other comprehensive income (“OCI”) and current earnings for the periods indicated:

Three Months Ended

Three Months Ended Six Months Ended

June 30 June 30

2026 2025 2026 2025

(Dollars in thousands)

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

All derivative instruments with credit-risk contingent features were in a net asset position at March 31, 2026 and December 31, 2025.

All derivative instruments with credit-risk contingent features were in a net asset position at June 30, 2026 and December 31, 2025.

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

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

The Company’s exposure relating to institutional counterparties was $ 45.4 million and $ 49.7 million at March 31, 2026 and December 31, 2025, respectively.

The Company’s exposure relating to customer counterparties was approximately $ 5.0 million and $ 8.1 million at March 31, 2026 and December 31, 2025, respectively.

The Company’s exposure relating to institutional counterparties was $ 50.6 million and $ 49.7 million at June 30, 2026 and December 31, 2025, respectively.

The Company’s exposure relating to customer counterparties was approximately $ 2.1 million and $ 8.1 million at June 30, 2026 and December 31, 2025, respectively.

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

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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

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:

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Valuation Techniques

There were no changes in the valuation techniques used during the three months ended March 31, 2026.

There were no changes in the valuation techniques used during the six months ended June 30, 2026.

Trading and Equity Securities

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

If there is at least one significant model assumption or input that is

not observable, these securities are classified as Level 3 within the fair value hierarchy;

If there is at least one significant model assumption or input that is not observable, these securities are classified as Level 3 within the fair value hierarchy;

otherwise, they are classified as Level 2.

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

However, as of March 31, 2026 and December 31, 2025, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

However, as of June 30, 2026 and December 31, 2025, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives.

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

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(Level 2) Significant

March 31, 2026

June 30, 2026

(Dollars in thousands)

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(Level 2) Significant

March 31, 2026

June 30, 2026

(Dollars in thousands)

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

Three Months Ended

2026 March 31

Three Months Ended Six Months Ended

(Dollars in thousands)

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(Dollars in thousands)

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Three Months Ended

March 31, 2026

June 30, 2026 Six Months Ended

June 30, 2026

Amount Tax (Expense)

Benefit After Tax

Amount Pre-Tax

Amount Tax (Expense)

Benefit After Tax

(Dollars in thousands)

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Three Months Ended

March 31, 2025

June 30, 2025 Six Months Ended

June 30, 2025

Amount Tax (Expense)

Benefit After Tax

Amount Pre-Tax

Amount Tax (Expense)

Benefit After Tax

(Dollars in thousands)

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Ending balance:

March 31, 2026 $ ( 46,220 ) $ ( 5,541 ) $ 2,463 $ ( 49,298 )

June 30, 2026 $ ( 54,806 ) $ ( 6,304 ) $ 2,444 $ ( 58,666 )

Beginning balance:

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Ending balance:

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

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

NOTE 10 - COMMITMENTS AND CONTINGENCIES

17 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(Dollars in thousands)

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

During the quarter ended March 31, 2026, there were no significant changes in future minimum lease payments payable by the Company.

During the quarter ended June 30, 2026 , there were no significant changes in future minimum lease payments payable by the Company.

See the 2025 Form 10-K for information regarding leases and other commitments.

Other Contingencies

At March 31, 2026, the Bank was involved in pending lawsuits, which management has reviewed with legal counsel and has taken into consideration the view of counsel as to their outcome.

At June 30, 2026, the Bank was involved in pending lawsuits, which management has reviewed with legal counsel and has taken into consideration the view of counsel as to their outcome.

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

14 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements