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Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-08 · 181 added, 171 removed, 306 unchanged (53% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of the financial condition and results of operations at and for the three and six months ended June 30, 2025 and 2024 is intended to assist in understanding the financial condition and results of operations of the Company.

Management’s discussion and analysis of the financial condition and results of operations at and for the three and nine months ended September 30, 2025 and 2024 is intended to assist in understanding the financial condition and results of operations of the Company.

The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto, appearing on Part I, Item 1 of this quarterly report on Form 10-Q.

15 unchanged sentences

● failure to consummate or a delay in consummating the pending acquisition of Provident Bancorp, Inc.

and BankProv, including as a result of any failure to obtain the necessary regulatory approvals or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all;

and BankProv, including as a result of any failure to satisfy any of the conditions to the proposed transaction on a timely basis or at all;

● risks related to the Company’s pending acquisition of Provident Bancorp, Inc.

27 unchanged sentences

There are no material changes to the critical accounting policies disclosed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025.

Allowance for Credit Losses

The Company estimates the ACL in accordance with the CECL methodology for loans measured at amortized cost.

The ACL is established based upon the Company's current estimate of expected lifetime credit losses.

Arriving at an appropriate amount of ACL involves a high degree of judgment.

The Company estimates credit losses on a collective basis for loans sharing similar risk characteristics using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output.

Management's judgement is required for the selection and application of these factors which are derived from historical loss experience as well as assumptions surrounding expected future losses and economic forecasts.

Loans that no longer share similar risk characteristics with any pools of assets are subject to individual assessment and are removed from the collectively assessed pools to avoid double counting.

For the loans that are individually assessed, the Company uses either a discounted cash flow approach or a fair value of collateral approach.

The latter approach is used for loans deemed to be collateral dependent or when foreclosure is probable.

In limited circumstances, the collateral value for an individually assessed loan may be based on the enterprise value of a company.

The enterprise value method involves assessing the borrower’s ability to repay the loan by estimating the total value of its business, including both debt and equity.

This approach is typically used where the recoverable value is based on the fair value of the company as a going concern, adjusted for the priority of the Company’s claim.

Fair value adjustments are recorded in the period incurred as provision for credit losses in the consolidated statements of income.

Changes in these judgements and assumptions could be due to a number of circumstances which may have a direct impact on the provision for credit losses and may result in changes to the amount of ACL.

The ACL is increased by the provision for credit losses and by recoveries of loans previously charged off.

Credit losses are charged against the allowance when management's assessments confirm that the Company will not collect the full amortized cost basis of a loan.

We use the liability method of accounting for income taxes.

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax asset will not be realized.

We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets.

These judgments may require us to make projections of future taxable income and/or to carryback to taxable income in prior years.

The judgments and estimates we make in determining our deferred tax assets and liabilities, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change.

Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.

Securities Valuation

We classify our debt securities as available-for-sale, which are carried at fair value.

We obtain our fair values from one or more third-party services.

These services’ fair value calculations are based on quoted market prices when such prices are available.

If quoted market prices are not available, estimates of fair value are computed using a variety of techniques, including extrapolation from the quoted prices of similar instruments or recent trades for thinly traded securities, fundamental analysis, or through obtaining purchase quotes.

Due to the subjective nature of the valuation process, it is possible that the actual fair values of these investments could differ from the estimated amounts, thereby affecting our financial position, results of operations and cash flows.

For any available-for-sale debt security with a fair value less than its amortized cost basis, we will determine whether we have the intent to sell the available-for-sale debt security or whether it is more likely than not we will be required to sell the available-for-sale debt security before the recovery of its amortized cost basis.

If either condition is met, the Company will recognize a full impairment charge to earnings.

For all other available-for-sale debt securities that don't meet either condition and that have expected credit losses, the credit loss will be recognized in earnings.

Any non-credit related loss impairment related to all other factors will be recorded in other comprehensive income (loss).

Management also assesses the nature of the unrealized losses taking into consideration factors such as changes in risk-free interest rates, general credit spread changes, market supply and demand, creditworthiness of the issuer, and quality of the underlying collateral.

Non-GAAP Financial Measures

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For the Three Months Ended

For the Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

For the Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Net income (GAAP)

1 unchanged sentence

Adjustments to net income:

Defined benefit pension termination expense (refund)

State tax expense - voluntary disclosure agreements

Income tax expense on solar tax credit investment basis reduction

BOLI surrender tax and modified endowment contract penalty

Defined benefit pension termination expense

Losses on sales of securities available for sale, net

Merger and acquisition expenses

1 unchanged sentence

Total adjustments to net income

Less net tax benefit associated with merger and acquisition expenses and defined benefit pension termination expense

Less net tax benefit associated with pre-tax non-GAAP adjustments to net income

Non-GAAP adjustments, net of tax

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Noninterest expense components:

Defined benefit pension termination expense

Defined benefit pension termination refund

Merger and acquisition expenses

2 unchanged sentences

Noninterest expense on an operating basis (non-GAAP)

For the Three Months Ended

For the Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Noninterest income (GAAP)

Subtract (Add):

Noninterest income components:

Losses on sales of securities available for sale, net

Total impact of non-GAAP noninterest income adjustments

Noninterest income on an operating basis (non-GAAP)

Operating net income (non-GAAP)

6 unchanged sentences

Operating efficiency ratio (non-GAAP)

June 30, 2025

June 30, 2024

Income tax expense (GAAP)

Subtract (Add):

State tax expense - voluntary disclosure agreements

Income tax expense on solar tax credit investment basis reduction

BOLI surrender tax and modified endowment contract penalty

Total impact of non-GAAP income tax expense adjustments

Income tax expense on an operating basis (non-GAAP)

Operating effective tax rate (non-GAAP)

September 30, 2025

September 30, 2024

Total shareholders’ equity (GAAP)

7 unchanged sentences

Tangible book value per share (non-GAAP)

Comparison of Financial Condition as of June 30, 2025 and December 31, 2024

Comparison of Financial Condition as of September 30, 2025 and December 31, 2024

Total Assets.

Total assets increased $68.8 million, or 1.3%, to $5.23 billion as of June 30, 2025 from $5.16 billion as of December 31, 2024.

The increase was primarily driven by increases in net loans, non-public investments and available-for-sale securities, offset partially by decreases in cash and cash equivalents and BOLI.

Total assets increased $284.7 million, or 5.5%, to $5.44 billion as of September 30, 2025 from $5.16 billion as of December 31, 2024.

The increase was primarily driven by increases in net loans and non-public investments, offset partially by decreases in cash and cash equivalents and BOLI.

Cash and Cash Equivalents.

Cash and cash equivalents decreased $105.2 million, or 28.9%, to $258.7 million as of June 30, 2025 from $363.9 million as of December 31, 2024.

The decrease in cash and cash equivalents was primarily a result of increased loan originations and the repurchase of 3,241,874 shares during the six months ended June 30, 2025.

Cash and cash equivalents decreased $68.5 million, or 18.8%, to $295.4 million as of September 30, 2025 from $363.9 million as of December 31, 2024.

The decrease in cash and cash equivalents was primarily a result of increased loan originations and the repurchase of 4,163,808 shares during the nine months ended September 30, 2025.

Securities Available for Sale.

Securities available for sale increased $7.2 million, or 3.2%, to $235.4 million as of June 30, 2025 from $228.2 million as of December 31, 2024 due to purchases of U.S.

treasuries, government agency debt securities and mortgage backed securities.

Net loans increased $204.2 million, or 4.8%, to $4.50 billion as of June 30, 2025 from $4.29 billion as of December 31, 2024.

Securities available for sale increased $2.8 million, or 1.2%, to $231.0 million as of September 30, 2025 from $228.2 million as of December 31, 2024 due to purchases of government agency debt securities and mortgage-backed securities.

Net loans increased $378.7 million, or 8.8%, to $4.67 billion as of September 30, 2025 from $4.29 billion as of December 31, 2024.

The increase resulted primarily from increases in:

construction and land development loans, which increased $140.5 million, or 24.1% and commercial and industrial loans, which increased $65.4 million, or 11.7%.

The increase in our loan portfolio reflects our strategy to prudently grow the balance sheet by continuing to diversify into these higher-yielding loans to improve net margins and manage interest rate risk.

The Company had approximately $441.9 million and $459.6 million in loans to borrowers in the cannabis industry at June 30, 2025 and December 31, 2024, respectively.

Of that total, $268.3 million and $321.9 million were direct loans to cannabis companies and were collateralized by real estate at June 30, 2025 and December 31, 2024, respectively.

multi-family residential loans, which increased $97.4 million, or 29.2%, commercial and industrial loans, which increased $91.9 million, or 16.4%, commercial real estate loans, which increased $86.3 million, or 6.3%, construction and land development loans, which increased $71.2 million, or 12.2%, consumer loans, which increased $18.7 million, or 7.6%, and total residential real estate loans, which increased $18.0 million, or 1.4%.

The increase in our loan portfolio reflects our strategy to prudently grow the balance sheet by continuing to diversify into higher-yielding loans to improve net margins and manage interest rate risk.

The Company had approximately $418.6 million and $459.6 million in loans to borrowers in the cannabis industry at September 30, 2025 and December 31, 2024, respectively.

Of that total, $258.5 million and $321.9 million were direct loans to cannabis companies and were collateralized by real estate at September 30, 2025 and December 31, 2024, respectively.

Non-Public Investments.

Non-public investments consist primarily of equity investments and FHLB and FRB stock holdings.

These assets increased $11.4 million, or 46.8%, to $35.8 million as of June 30, 2025 from $24.4 million as of December 31, 2024.

The increase resulted primarily from a new solar tax credit equity investment of $6.8 million, as well as increases in FHLB stock and FRB stock holdings of $1.1 million and $860,000, respectively.

During the three and six months ended June 30, 2025, the Company received proceeds on surrendered BOLI policies of $48.8 million.

The Company surrendered BOLI policies in September 2024, which allowed the insurance carriers a period of time to payout the proceeds, resulting in the Company carrying higher BOLI balances prior to the receipt of the proceeds from the surrender.

Deposits increased $90.4 million, or 2.2%, to $4.27 billion as of June 30, 2025 from $4.18 billion as of December 31, 2024.

Core deposits (which we define as all deposits including certificates of deposit, other than brokered deposits) increased $146.0 million, or 3.8%, to $4.01 billion as of June 30, 2025 from $3.87 billion as of December 31, 2024.

The increase in deposits was the result of growth in customer deposits, primarily money market accounts, which increased $92.3 million, or 9.2%, noninterest-bearing demand deposits, which increased $22.4 million or 3.6%, savings accounts, which increased $12.8 million, or 11.8%, and customer time deposits, which increased $12.4 million, or 0.7%, from December 31, 2024.

The increase in core deposits was partially offset by a decrease in brokered deposits of $55.6 million, or 18.0%, due to higher utilization of FHLB borrowings to fund loan growth and better rates on borrowings compared to brokered deposits.

The Company had $408.9 million and $395.2 million in deposits from the cannabis industry as of June 30, 2025 and December 31, 2024, respectively.

These assets increased $20.2 million, or 82.8%, to $44.5 million as of September 30, 2025 from $24.4 million as of December 31, 2024.

The increase resulted primarily from two new solar tax credit equity investments of $10.9 million, as well as increases in FHLB stock and FRB stock holdings of $4.8 million and $689,000, respectively.

During the nine months ended September 30, 2025, the Company received proceeds on surrendered BOLI policies of $48.8 million, resulting in a decrease of $46.4 million, or 45.2%, in BOLI from December 31, 2024.

The Company surrendered BOLI policies in September 2024, which allowed the insurance carriers a period of time to pay out the proceeds, resulting in the Company carrying higher BOLI balances prior to the receipt of the proceeds from the surrender.

During the three and nine months ended September 30, 2025, the Company recorded an increase in the cash surrender value of the BOLI policies of $631,000 and $2.4 million, respectively, compared to an increase in the cash surrender value of the BOLI policies of $414,000 and $1.2 million, respectively, during the three and nine months ended September 30, 2024.

Deposits increased $388.0 million, or 9.3%, to $4.57 billion as of September 30, 2025 from $4.18 billion as of December 31, 2024.

Core deposits (which we define as all deposits including certificates of deposit, other than brokered deposits) increased $309.1 million, or 8.0%, to $4.18 billion as of September 30, 2025 from $3.87 billion as of December 31, 2024.

The increase in deposits was the result of growth in customer deposits, primarily money market accounts, which increased $212.8 million, or 21.3%, customer time deposits, which increased $104.5 million, or 6.3%, and savings accounts, which increased $11.8 million, or 10.8%, from December 31, 2024;

partially offset by a decrease in non-interest bearing demand deposits of $15.9 million, or 2.6%.

Additionally, brokered deposits increased $78.9 million, or 25.5%, due to lower utilization of FHLB borrowings to fund loan growth.

The Company had $466.8 million and $395.2 million in deposits from the cannabis industry as of September 30, 2025 and December 31, 2024, respectively.

FHLB Borrowings.

FHLB borrowings increased $6.8 million, or 5.6%, to $127.6 million as of June 30, 2025 from $120.8 million as of December 31, 2024.

The increase in FHLB borrowings was the result of loan growth and brokered deposit maturities.

FHLB borrowings decreased $79.4 million, or 65.7%, to $41.5 million as of September 30, 2025 from $120.8 million as of December 31, 2024.

The decrease in FHLB borrowings was the result of overall deposit growth.

Shareholders’ Equity.

Total shareholders’ equity decreased $28.0 million, or 3.7%, to $737.1 million as of June 30, 2025 from $765.2 million as of December 31, 2024, due to the $59.6 million decrease in additional paid-in capital resulting from the completion of the first share repurchase program and the initiation of the second repurchase program, partially offset by net income of $27.3 million during the six months ended June 30, 2025 .

Comparison of Operating Results for the Three Months Ended June 30, 2025 and 2024

Net income was $14.6 million for the quarter ended June 30, 2025, compared to net income of $9.5 million for the quarter ended June 30, 2024, an increase of approximately $5.1 million, or 54.2%.

An increase of $8.3 million, or 21.4%, in net interest income and a $1.2 million, or 40.2%, increase in noninterest income was partially offset by a $3.1 million, or 11.8%, increase in noninterest expense and a $1.8 million, or 74.8%, increase in income tax expense.

Operating net income, excluding one-time charges, amounted to $15.0 million, or $0.40 per basic and diluted share for the quarter ended June 30, 2025 compared to operating net income, excluding one-time charges, of $9.9 million, or $0.25 per basic and diluted share, for the quarter ended June 30, 2024, an increase of $5.2 million, or 52.6%.

The material one-time charges for the three months ended June 30, 2025 were:

Total shareholders’ equity decreased $28.1 million, or 3.7%, to $737.0 million as of September 30, 2025 from $765.2 million as of December 31, 2024, primarily due to the $74.7 million, or 17.9%, decrease in additional paid-in capital resulting from the completion of two share repurchase programs and dividends paid of $2.8 million, partially offset by net income of $42.6 million and a decrease of $5.0 million, or 61.8%, in accumulated other comprehensive loss during the nine months ended September 30, 2025.

Comparison of Operating Results for the Three Months Ended September 30, 2025 and 2024

Net income was $15.4 million for the quarter ended September 30, 2025, compared to net income of $8.4 million for the quarter ended September 30, 2024, an increase of approximately $7.0 million, or 83.3%.

An increase of $6.9 million, or 16.6%, in net interest income, a $2.3 million, or 180.7%, increase in noninterest income, a $2.4 million, or 34.3%, decrease in income tax expense and a $1.2 million, or 46.8%, decrease in the provision for credit losses was partially offset by a $5.8 million, or 23.5%, increase in noninterest expense.

Operating net income, excluding one-time charges, amounted to $16.0 million, or $0.45 per basic and diluted share, for the quarter ended September 30, 2025, compared to operating net income, excluding one-time charges, of $13.1 million, or $0.33 per basic and diluted share, for the quarter ended September 30, 2024, an increase of $2.9 million, or 22.0%.

The material one-time pre-tax amounts for the three months ended September 30, 2025 were:

● Merger and acquisition costs of $994,000 related to the Company’s pending acquisition of Provident Bancorp Inc.

and BankProv and;

● Income tax expense and a modified endowment contract penalty related to the surrender of BOLI policies of $64,000.

Compared to the material one-time charges for the three months ended June 30, 2024:

● Proportional amortization expense of $506,000 for the adoption of ASU 2023-02

and BankProv;

● State voluntary disclosure agreement tax expenses of $561,000 for new state income tax expenses;

partially offset by

● Defined benefit pension termination refund of $739,000.

Compared to the material one-time pre-tax amounts for the three months ended September 30, 2024, which included:

● Tax expense related to a basis write-down of solar income tax credits of $2.5 million;

● Loss on sale of available-for-sale securities amounting to $1.9 million;

● Tax expense and a managed endowment contract penalty related to the surrender of BOLI policies of $1.6 million;

partially offset by

● Reversal of previously recognized amortization related to solar income tax credit investments during the first nine months of the year, amounting to $913,000.

Interest and Dividend Income.

Interest and dividend income increased $8.7 million, or 12.3%, to $79.8 million for the quarter ended June 30, 2025 from $71.1 million for the quarter ended June 30, 2024, primarily due to a $9.4 million, or 14.5%, increase in interest and fees on loans.

The increase in interest and fees on loans was primarily due to an increase of $492.2 million, or 12.3%, in the average balance of the loan portfolio to $4.48 billion for the quarter ended June 30, 2025 from $3.99 billion for the quarter ended June 30, 2024 and an increase of 11 basis points in the weighted average yield for the loan portfolio to 6.69% for the quarter ended June 30, 2025 from 6.58% for the quarter ended June 30, 2024, reflecting the growth of our commercial and construction loan portfolios.

The increase in interest and fees on loans was partially offset by an $80.3 million decrease in the average balance of short-term investments to $199.3 million for the quarter ended June 30, 2025 from $279.6 million for the quarter ended June 30, 2024, as well as, a decrease of 109 basis points in the weighted average yield for the short-term investment portfolio to 4.46% for the quarter ended June 30, 2025 from 5.56% for the quarter ended June 30, 2024, driven by the reduction in cash from the share repurchase plans.

Average interest-earning assets increased $444.3 million, or 9.9%, to $4.94 billion for the quarter ended June 30, 2025 from $4.50 billion for the quarter ended June 30, 2024.

The yield on interest-earning assets increased 12 basis points to 6.48% for the quarter ended June 30, 2025 from 6.36% for the quarter ended June 30, 2024.

Interest and dividend income increased $5.7 million, or 7.5%, to $81.7 million for the quarter ended September 30, 2025 from $76.0 million for the quarter ended September 30, 2024, primarily due to a $6.8 million, or 9.7%, increase in interest and fees on loans.

The increase in interest and fees on loans was primarily due to an increase of $424.3 million, or 10.1%, in the average balance of the loan portfolio to $4.61 billion for the quarter ended September 30, 2025 from $4.19 billion for the quarter ended September 30, 2024, reflecting the growth of our commercial and construction loan portfolios.

The increase in interest and fees on loans was partially offset by an $87.5 million decrease in the average balance of short-term investments to $176.9 million for the quarter ended September 30, 2025 from $264.4 million for the quarter ended September 30, 2024, driven by the reduction in cash from the share repurchase plans.

Average interest-earning assets increased $375.0 million, or 8.0%, to $5.06 billion for the quarter ended September 30, 2025 from $4.68 billion for the quarter ended September 30, 2024.

The yield on interest-earning assets decreased 5 basis points to 6.41% for the quarter ended September 30, 2025 from 6.46% for the quarter ended September 30, 2024.

Interest Expense.

Total interest expense increased $441,000, or 1.4%, to $32.8 million for the quarter ended June 30, 2025 from $32.4 million for the quarter ended June 30, 2024.

Interest expense on borrowings increased $330,000, or 40.2%, to $1.2 million for the quarter ended June 30, 2025 from $821,000 for the quarter ended June 30, 2024 primarily from the increased utilization of FHLB borrowings due to brokered deposit maturities.

Interest expense on deposits increased $111,000, or 0.35%, to $31.7 million for the quarter ended June 30, 2025 from $31.6 million for the quarter ended June 30, 2024.

The increase was primarily due to an increase in the average balance of money market accounts of $253.2 million, or 30.3%, to $1.09 billion for the quarter ended June 30, 2025 from $836.9 million for the quarter ended June 30, 2024, an increase in the average balance of certificates of deposit and individual retirement accounts of $130.4 million, or 7.1%, to $1.96 billion for the quarter ended June 30, 2025 from $1.83 billion for the quarter ended June 30, 2024, offset by a decrease in the weighted average rate on certificates of deposit and individual retirement accounts of 70 basis points to 4.34% for the quarter ended June 30, 2025 from 5.04% for the quarter ended June 30, 2024.

Total interest expense decreased $1.2 million, or 3.4%, to $33.5 million for the quarter ended September 30, 2025 from $34.7 million for the quarter ended September 30, 2024.

Interest expense on deposits decreased $2.3 million, or 7.0%, to $31.3 million for the quarter ended September 30, 2025 from $33.6 million for the quarter ended September 30, 2024, primarily from a reduction in the weighted-average rate on certificates of deposit and individual retirement accounts of 84 basis points to 4.18% for the quarter ended September 30, 2025 from 5.02% for the quarter ended September 30, 2024, a decrease in the weighted average rate on money market accounts of 20 basis points to 3.32% for the quarter ended September 30, 2025 from 3.52% for the quarter ended September 30, 2024, a decrease in the average balance of certificates of deposits and individual retirement accounts of $7.3 million, or 0.4%, to $1.93 billion for the quarter ended September 30, 2025 from $1.94 billion for the quarter ended September 30, 2024 and a decrease in the average balance of NOW accounts of $6.9 million, or 1.5%, to $468 million for the quarter ended September 30, 2025 from $475 million for the quarter ended September 30, 2024, offset by an increase in the average balance of money market accounts of $242.3 million, or 27.6%, to $1.12 billion for the quarter ended September 30, 2025 from $877.2 million for the quarter ended September 30, 2024.

Interest expense on borrowings increased $1.2 million, or 109.9%, to $2.2 million for the quarter ended September 30, 2025 from $1.1 million for the quarter ended September 30, 2024 primarily from the increase in the average balance of FHLB advances of $114.7 million, or 134.7%, to $199.9 million for the quarter ended September 30, 2025 from $85.2 million for the quarter ended September 30, 2024 due to the decreased utilization of FHLB borrowings due to overall deposit growth.

Net Interest Income.

Net interest income increased $8.3 million, or 21.4%, to $47.0 million for the quarter ended June 30, 2025 from $38.7 million for the quarter ended June 30, 2024, primarily due to a $444.3 million, or 9.9%, increase in the average balance of interest-earning assets to $4.94 billion for the quarter ended June 30, 2025 from $4.50 billion for the quarter ended June 30, 2024, a decrease in the weighted average rate on interest-bearing liabilities of 41 basis points from 3.93% for the quarter ended June 30, 2024 to 3.52% for the quarter ended June 30, 2025 and an increase in the weighted average rate on interest-bearing assets of 12 basis points from 6.36% for the quarter ended June 30, 2024 to 6.48% for the quarter ended June 30, 2025.

These increases were partially offset by an increase in the average balance of interest-bearing liabilities of $431.3 million, or 13.0%, to $3.75 billion at June 30, 2025 from $3.32 billion at June 30, 2024.

Net interest income increased $6.9 million, or 16.6%, to $48.2 million for the quarter ended September 30, 2025 from $41.3 million for the quarter ended September 30, 2024, primarily due to a $375.0 million, or 8.0%, increase in the average balance of interest-earning assets to $5.06 billion for the quarter ended September 30, 2025 from $4.68 billion for the quarter ended September 30, 2024 and a decrease in the weighted average rate on interest-bearing liabilities of 49 basis points from 3.95% for the quarter ended September 30, 2024 to 3.46% for the quarter ended September 30, 2025.

These increases were partially offset by an increase in the average balance of interest-bearing liabilities of $352.1 million, or 10.1%, to $3.84 billion at September 30, 2025 from $3.49 billion at September 30, 2024.

Provision for Credit Losses.

Based on management’s analysis of the adequacy of the ACL, a provision of $3.2 million was recorded for the quarter ended June 30, 2025, of which $4.2 million related to the provision for credit losses on loans, compared to a provision of $3.7 million for the quarter ended June 30, 2024, which included a $4.4 million provision for credit losses on loans.

The release of provision for credit losses on unfunded commitments increased $321,000 during the three months ended June 30, 2025 as a result of a decrease in the WARM period on construction loans and a reduction in the probability of funding on construction commitments.

The decrease of $506,000, or 13.8%, in the total provision for credit losses was primarily due to the $923,000 recovery on a commercial real estate participation loan during the three months ended June 30, 2025.

Based on management’s analysis of the adequacy of the ACL, a provision of $1.4 million was recorded for the quarter ended September 30, 2025, of which $1.0 million related to the provision for credit losses on loans, compared to a provision of $2.6 million for the quarter ended September 30, 2024, which included a $5.0 million provision for credit losses on loans.

The provision for credit losses on unfunded commitments increased $2.7 million, or 115.0%, for the quarter ended September 30, 2025 primarily driven by an increase in the balance of unfunded commitments during the quarter ended September 30, 2025.

The decrease of $1.2 million, or 46.8%, in the total provision for credit losses was primarily driven by construction and development loans transitioning to permanent financing in multi-family residential loans, which carry lower reserve rates, during the three months ended September 30, 2025.

Noninterest Income.

Noninterest income increased $1.2 million, or 40.2%, to $4.2 million for the quarter ended June 30, 2025 from $3.0 million for the quarter ended June 30, 2024.

The increase resulted primarily from increases in customer service fees of $682,000, or 36.4%, due to higher loan and cash management fees, increases in the change in the cash surrender value of BOLI of $383,000, or 94.8%, resulting from carrying a higher balance of BOLI and increased SWAP contract fees of $259,000, or 97.7%, from an increase in the volume of closed customer SWAPs during the three months ended June 30, 2025;

offset partially by decreases in mortgage banking income of $287,000, or 67.1%, resulting from a decrease in the volume of loans sold during the quarter ended June 30, 2025.

The table below sets forth our noninterest income for the quarters ended June 30, 2025 and 2024:

Noninterest income increased $2.3 million, or 180.7%, to $3.6 million for the quarter ended September 30, 2025 from $1.3 million for the quarter ended September 30, 2024.

The increase resulted primarily from a $1.9 million loss earn back trade on securities available for sale executed during the quarter ended September 30, 2024 and a $535,000 increase in customer service fees during the quarter ended September 30, 2025.

The table below sets forth our noninterest income for the quarters ended September 30, 2025 and 2024:

Three Months Ended

September 30,

(Dollars in thousands)

Customer service fees

Loss on sale of available-for-sale securities, net

Increase in cash surrender value of BOLI

3 unchanged sentences

Noninterest Expense.

Noninterest expense increased $3.1 million, or 11.8%, to $29.3 million for the quarter ended June 30, 2025 from $26.2 million for the quarter ended June 30, 2024.

Salaries and employee benefit expenses increased $1.8 million, or 10.9%, resulting primarily from a $1.4 million increase in employee compensation, a $366,000 increase in medical and dental benefits and a $212,000 increase in payroll taxes, all due to headcount increases related to the Company’s continued growth, a $262,000 increase in stock-based compensation as a result of the grants made during the current quarter and a $214,000 increase in ESOP compensation resulting from the Company’s stock price appreciation;

partially offset by a $967,000 decrease in LTIP expenses resulting from reduced balances in the LTIP during the quarter ended June 30, 2025.

Director and professional service fees increased $673,000, or 29.7%, primarily driven by $527,000 in stock compensation to directors related to grants made during the quarter ended June 30, 2025 and a $140,000 increase in Director’s fee expenses.

Noninterest expense increased $5.8 million, or 23.5%, to $30.4 million for the quarter ended September 30, 2025 from $24.6 million for the quarter ended September 30, 2024.

Salaries and employee benefit expenses increased $1.4 million, or 8.4%, resulting primarily from a $1.4 million increase in employee compensation, a $375,000 increase in medical and dental benefits and a $325,000 increase in payroll taxes, all due to headcount increases related to the Company’s continued growth, a $352,000 increase in stock-based compensation as a result of the grants made during the prior quarter and a $294,000 increase in bonus expense as a result of the Company’s performance;

partially offset by an $854,000 decrease in LTIP expenses resulting from reduced balances in the LTIP and a $739,000 reduction in pension expenses due to the final liquidation refund during the quarter ended September 30, 2025.

General and administrative expenses increased $1.4 million, or 1,174.8%, as a result of the election of the proportional amortization method of accounting for solar income tax credit investments during the quarter ended September 30, 2024, which resulted in a $1.0 million increase in depreciation and income on solar income tax credit investments during the quarter ended September 30, 2025.

Merger and acquisition expenses increased $994,000 from $0 resulting from the announcement of the Provident Bancorp, Inc.

and BankProv acquisition during the quarter ended June 30, 2025.

The table below sets forth our noninterest expense for the quarters ended June 30, 2025 and 2024:

and BankProv acquisition during the prior quarter.

Director and professional service fees increased $925,000, or 46.4%, primarily driven by $709,000 in stock compensation to directors related to grants made during the prior quarter, a $144,000 increase in Director’s fee expenses and a $112,000 increase in legal expenses.

Data processing expenses increased $685,000, or 30.8%, primarily from the continued investment in the Company’s technology resulting in the increase in management information system expenses of $287,000, electronic banking expenses of $262,000 and general servicing systems of $141,000 during the quarter ended September 30, 2025.

The table below sets forth our noninterest expense for the quarters ended September 30, 2025 and 2024:

Three Months Ended

September 30,

(Dollars in thousands)

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Income Tax Expense.

Income tax expense increased $1.8 million, or 74.8%, to $4.1 million for the quarter ended June 30, 2025 from $2.4 million for the quarter ended June 30, 2024.

The effective tax rate was 22.1% and 20.0% for the quarter ended June 30, 2025 and 2024, respectively.

The increase in tax expense was from higher pre-tax income and an increase in projected pass through losses on solar income tax credit investments during the quarter ended June 30, 2025 compared to June 30, 2024.

Income tax expense decreased $2.4 million, or 34.3%, to $4.6 million for the quarter ended September 30, 2025 from $7.0 million for the quarter ended September 30, 2024.

The effective tax rate was 23.0% and 45.5% for the quarter ended September 30, 2025 and 2024, respectively.

The decrease in tax expense was the result of higher income tax expense incurred on solar income tax credit investments during the quarter ended September 30, 2024 compared to September 30, 2025.

Excluding one-time charges, the operating effective tax rate for the quarter ended September 30, 2025 and 2024 would have been 20.2% and 19.1%, respectively.

Average Balances and Yields.

6 unchanged sentences

Three Months Ended

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

Yield/Rate (4)

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Three Months Ended

June 30, 2025 vs.

September 30, 2025 vs.

Increase (Decrease) Due to

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Change in net interest income

Comparison of Operating Results for the Six Months Ended June 30, 2025 and 2024

Net income was $27.2 million for the six months ended June 30, 2025, compared to net income of $18.2 million the six months ended June 30, 2024, an increase of approximately $9.1 million, or 50.0%.

The increase was primarily due to a $13.2 million, or 17.0%, increase in net interest income and a $3.8 million, or 46.7%, decrease in the provision for credit losses, partially offset by a $6.2 million, or 11.9%, increase in noninterest expense and a $3.2 million, or 55.9%, increase in income tax expense.

Operating net income, excluding one-time charges, amounted to $28.7 million, or $0.76 per diluted share, for the six months ended June 30, 2025 compared to operating net income, excluding one-time charges, of $19.2 million for the six months ended June 30, 2024, an increase of $9.6 million, or 49.9%.

The material one-time charges for the six months ended June 30, 2025 were:

● Pension liquidation contributions of $1.2 million;

● Merger and acquisition costs of $530,000 related to the Company’s pending acquisition of Provident Bancorp, Inc.

and BankProv;

● Income tax expense and a modified endowment contract penalty related to the surrender of BOLI policies of $218,000.

Compared to the material one-time charges for the six months ended June 30, 2024:

● Proportional amortization expense of $913,000 for the adoption of ASU 2023-02;

● Pension termination expenses of $390,000.

Comparison of Operating Results for the Nine Months Ended September 30, 2025 and 2024

Net income was $42.6 million for the nine months ended September 30, 2025, compared to net income of $26.5 million the nine months ended September 30, 2024, an increase of approximately $16.1 million, or 60.5%.

The increase was primarily due to a $20.0 million, or 16.9%, increase in net interest income, a $5.0 million, or 46.7%, decrease in the provision for credit losses and a $3.8 million, or 49.6%, increase in noninterest income, partially offset by a $12.0 million, or 15.7%, increase in noninterest expense and an $849,000, or 6.6%, increase in income tax expense.

Operating net income, excluding one-time charges, amounted to $44.7 million, or $1.21 per basic share and $1.20 per diluted share, for the nine months ended September 30, 2025 compared to operating net income, excluding one-time charges, of $31.9 million, or $0.81 per basic and diluted share, for the nine months ended September 30, 2024, an increase of $12.8 million, or 40.2%.

The material one-time pre-tax amounts for the nine months ended September 30, 2025 were:

● Merger and acquisition costs of $1.5 million related to the Company’s pending acquisition of Provident;

● State voluntary disclosure agreement tax expenses of $561,000 for new state income tax expenses;

● Net defined benefit pension termination expense of $478,000;

● Tax expense and a managed endowment contract penalty related to the surrender of BOLI policies of $218,000.

Compared to the material one-time pre-tax amounts for the nine months ended September 30, 2024:

● Income tax expense related to a basis write-down of solar income tax credits of $2.5 million;

● Loss on sale of available-for-sale securities amounting to $1.9 million;

● Income tax expense and managed endowment contract penalty related to the surrender of BOLI policies of $1.6 million.

Interest and Dividend Income.

Interest and dividend income increased $17.4 million, or 12.5%, to $156.7 million for the six months ended June 30, 2025 from $139.3 million for the six months ended June 30, 2024, primarily due to a $16.9 million, or 13.1%, increase in interest and fees on loans, reflecting the growth of our commercial and construction loan portfolios.

The increase in interest and fees on loans was primarily due to an increase of $478.1 million, or 12.1%, in the average balance of the loan portfolio to $4.42 billion for the six months ended June 30, 2025 from $3.95 billion for the six months ended June 30, 2024 reflecting the growth of our commercial and construction loan portfolios.

Average interest-earning assets increased $518.1 million, or 11.8%, to $4.91 billion for the six months ended June 30, 2025 from $4.40 billion for the six months ended June 30, 2024.

The yield on interest-earning assets increased 6 basis points to 6.43% for the six months ended June 30, 2025 from 6.37% for the six months ended June 30, 2024.

Interest and dividend income increased $23.1 million, or 10.7%, to $238.4 million for the nine months ended September 30, 2025 from $215.3 million for the nine months ended September 30, 2024, primarily due to a $23.7 million, or 11.9%, increase in interest and fees on loans, reflecting the growth of our commercial and construction loan portfolios, and a $2.1 million, or 44.6% increase in interest on securities, reflecting management’s replacement of maturing securities at higher yields;

partially offset by a decrease in interest on short-term investments of $2.8 million, or 25.8%, resulting from the decrease in cash and declining rate environment.

The increase in interest and fees on loans was primarily due to an increase of $460.3 million, or 11.4%, in the average balance of the loan portfolio to $4.49 billion for the nine months ended September 30, 2025 from $4.03 billion for the nine months ended September 30, 2024 reflecting the growth of our commercial and construction loan portfolios.

The increase in interest on securities was primarily a result of a 78 basis point increase in the weighted-average rate on securities to 3.93% for the nine months ended September 30, 2024 from 3.15% for the nine months ended September 30, 2024.

The above increases were partially offset by a 112 basis point decrease in the weighted-average rate on short-term investments to 4.37% for the nine months ended September 30, 2025 from 5.49% for the nine months ended September 30, 2024 and a decrease in the average balance of short-term investments of $26.8 million, or 11.2%, for the nine months ended September 30, 2025.

Average interest-earning assets increased $470.2 million, or 10.5%, to $4.96 billion for the nine months ended September 30, 2025 from $4.49 billion for the nine months ended September 30, 2024.

The yield on interest-earning assets increased 2 basis points to 6.42% for the nine months ended September 30, 2025 from 6.40% for the nine months ended September 30, 2024.

Interest Expense.

Total interest expense increased $4.2 million, or 6.8%, to $66.2 million for the six months ended June 30, 2025 from $62.0 million for the six months ended June 30, 2024.

Interest expense on deposit accounts increased $4.1 million, or 6.9%, to $63.9 million for the six months ended June 30, 2025 from $59.8 million for the six months ended June 30, 2024.

The increase was primarily due to an increase in the average balance of money market accounts of $236.8 million, or 28.0% to $1.08 million for the six months ended June 30, 2025 from $844.9 million for the six months ended June 30, 2024 and an increase in the average balance of certificate of deposit and individual retirement accounts of $220.1 million, or 12.6%, to $1.97 billion for the six months ended June 30, 2025 from $1.75 billion for the six months ended June 30, 2024, partially offset by a decrease in the weighted average rate on certificate of deposit and individual retirement accounts of 51 basis points to 4.46% for the six months ended June 30, 2025 from 4.97% for the six months ended June 30, 2024.

Total interest expense increased $3.0 million, or 3.1%, to $99.7 million for the nine months ended September 30, 2025 from $96.6 million for the nine months ended September 30, 2024.

Interest expense on deposit accounts increased $1.8 million, or 1.9%, to $95.2 million for the nine months ended September 30, 2025 from $93.4 million for the nine months ended September 30, 2024.

The increase was primarily driven by an increase in the average balance of certificate of deposit and individual retirement accounts of $143.7 million, or 7.9%, to $1.96 billion for the nine months ended September 30, 2025 from $1.82 billion for the nine months ended September 30, 2024 and an increase in the average balance of money market accounts of $238.7 million, or 27.9% to $1.09 million for the nine months ended September 30, 2025 from $855.7 million for the nine months ended September 30, 2024, partially offset by a decrease in the weighted average rate on certificates of deposit and individual retirement accounts of 62 basis points to 4.37% for the nine months ended September 30, 2025 from 4.98% for the nine months ended September 30, 2024.

Net Interest Income.

Net interest income increased $13.2 million, or 17.0%, to $90.5 million for the six months ended June 30, 2025 from $77.4 million for the six months ended June 30, 2024, primarily due to a $518.1 million, or 11.8%, increase in the average balance of interest-earning assets to $4.91 billion for the six months ended June 30, 2025 from $4.40 billion for the six months ended June 30, 2024 and an increase in the weighted average yield on interest-earning assets of 6 basis points to 6.43% for the six months ended June 30, 2025 from 6.37% for the six months ended June 30, 2024 and a decrease in the weighted average rate on interest-bearing liabilities of 30 basis points to 3.57% for the six months ended June 30, 2025 from 3.87% for the six months ended June 30, 2024.

These increases were offset partially by an increase in the average balance of interest-bearing liabilities of $516.6 million, or 16.0%, to $3.74 billion for the six months ended June 30, 2025 from $3.22 billion for the six months ended June 30, 2024.

Net interest income increased $20.0 million, or 16.9%, to $138.7 million for the nine months ended September 30, 2025 from $118.7 million for the nine months ended September 30, 2024, primarily due to a $470.2 million, or 10.5%, increase in the average balance of interest-earning assets to $4.96 billion for the nine months ended September 30, 2025 from $4.49 billion for the nine months ended September 30, 2024 and a decrease in the weighted-average rate on interest-bearing liabilities of 37 basis points to 3.53% for the nine months ended September 30, 2025 from 3.90% for the nine months ended September 30, 2024.

These increases were offset partially by an increase in the average balance of interest-bearing liabilities of $461.5 million, or 13.9%, to $3.77 billion for the nine months ended September 30, 2025 from $3.31 billion for the nine months ended September 30, 2024.

Provision for Credit Losses.

Based on management’s analysis of the adequacy of the ACL, a provision of $4.3 million was recorded for the six months ended June 30, 2025, of which $5.2 million related to the provision for credit losses on loans, compared to a provision of $8.1 million for the six months ended June 30, 2024, which included an $8.3 million provision for credit losses on loans.

The release of provision for credit losses on unfunded commitments increased $649,000, or 291.0%, during the six months ended June 30, 2025 as a result of a decrease in the WARM period on construction loans and a reduction in the probability of funding on construction commitments.

The decrease of $3.8 million, or 46.7%, in the total provision for credit losses was primarily due to the establishment of a $4.0 million specific reserve for a commercial real estate participation loan that was recorded during the six months ended June 30, 2024, with no increase in specific reserves necessary during the six months ended June 30, 2025.

The commercial real estate participation loan was ultimately resolved with a $923,000 recovery during the six months ended June 30, 2025.

Based on management’s analysis of the adequacy of the ACL, a provision of $5.7 million was recorded for the nine months ended September 30, 2025, of which $6.2 million related to the provision for credit losses on loans, compared to a provision of $10.7 million for the nine months ended September 30, 2024, which included a $13.3 million provision for credit losses on loans.

The release of credit losses on unfunded commitments decreased $2.1 million, or 80.1%, during the nine months ended September 30, 2025 primarily driven by an increase in the balance of unfunded commitments.

The decrease of $5.0 million, or 46.7%, in the total provision for credit losses was primarily due to construction loans transitioning to permanent financing as multi-family loans which carry lower required reserves during the nine months ended September 30, 2025 and the settlement of a commercial real estate participation loan which carried a specific reserve of $4.0 million as of September 30, 2024.

The commercial real estate participation loan was ultimately resolved with a $923,000 recovery during the nine months ended September 30, 2025.

Noninterest Income.

Noninterest income increased $1.6 million, or 24.0%, to $8.0 million for the six months ended June 30, 2025 from $6.5 million for the six months ended June 30, 2024.

The increase resulted primarily from increases in customer service fees of $1.4 million, or 36.2%, due to higher loan and cash management fees and increases in the change in the cash surrender value of BOLI of $1.0 million, or 125.8%, resulting from carrying a higher balance of BOLI during the six months ended June 30, 2025;

offset partially by decreases in other income of $454,000 resulting from the $610,000 debit card branding signing bonus earned during the six months ended June 30, 2024, offset partially by the annual $160,000 debit card incentive bonus earned during the six months ended June 30, 2025.

The table below sets forth our noninterest income for the six months ended June 30, 2025 and 2024:

Six Months Ended

Noninterest income increased $3.8 million, or 49.6%, to $11.6 million for the nine months ended September 30, 2025 from $7.8 million for the nine months ended September 30, 2024.

The increase resulted primarily from increases in customer service fees of $1.9 million, or 33.1%, due to higher loan and cash management fees;

decreases in losses on securities available for sale of $1.9 million, or 100.0%, due to the loss earn back trade executed during the nine months ended September 30, 2024;

and increases in the change in the cash surrender value of BOLI of $1.2 million, or 100.9%, resulting from new BOLI policies which carry higher-earning rates, along with a higher carrying balance of BOLI policies as the Company was waiting for proceeds from surrendered policies during the nine months ended September 30, 2025;

offset partially by decreases in other income of $447,000, or 68.9%, due to the $610,000 one-time MasterCard brand incentive eared during the nine months ended September 30, 2024;

decreased mortgage banking income of $395,000, or 43.6%, from a reduction in the volume of loan sales and decreased swap contract income of $308,000, or 27.3%, resulting from a reduced volume of swap originations during the nine months ended September 30, 2025.

The table below sets forth our noninterest income for the nine months ended September 30, 2025 and 2024:

Nine Months Ended

September 30,

(Dollars in thousands)

Customer service fees

Loss on sale of available-for-sale securities, net

Increase in cash surrender value of BOLI

3 unchanged sentences

Noninterest Expense.

Noninterest expense increased $6.2 million, or 11.9%, to $58.0 million for the six months ended June 30, 2025 from $51.8 million for the six months ended June 30, 2024.

Salaries and employee benefit expenses increased $3.4 million, or 9.9%, primarily from a $2.0 million increase in employee compensation expense, a $707,000 increase in medical and dental benefits expense and a $387,000 increase in payroll taxes from the hiring of additional employees consistent with our growth, an $828,000 increase in pension expense due to a $1.2 million final liquidation contribution, a $409,000 increase in ESOP compensation expense as a result of the Company’s stock price appreciation and a $262,000 increase in stock compensation expense from restricted stock award grants during the six months ended June 30, 2025;

offset partially by a $1.6 million decrease in LTIP expenses resulting from reduced balances in the LTIP during the quarter ended June 30, 2025.

Data processing expenses increased $938,000, or 21.7%, during the six months ended June 30, 2025, primarily the result of higher management information and general servicing system expenses.

Director and professional service fees increased $912,000, or 21.8%, during the six months ended June 30, 2025, primarily the result of $527,000 in director stock compensation expense from restricted stock award grants during the six months ended June 30, 2025, a $273,000 increase in director’s fee expenses, a $135,000 increase in legal expenses and a $124,000 increase in consulting expenses.

FDIC and state assessment expenses increased $702,000, or 70.6%, due to increases in the related assessment calculations resulting from the Bank’s growth.

Merger and acquisition expenses increased $530,000 from $0 due to the announcement of the Company’s acquisition of Provident Bancorp, Inc.

Noninterest expense increased $12.0 million, or 15.7%, to $88.3 million for the nine months ended September 30, 2025 from $76.4 million for the nine months ended September 30, 2024.

Salaries and employee benefit expenses increased $4.8 million, or 9.4%, primarily from a $3.4 million increase in employee compensation expense, a $1.1 million increase in medical and dental benefits expense and a $712,000 increase in payroll taxes from the increase in the Company’s headcount consistent with our growth, a $614,000 increase in stock compensation due to restricted stock award grants during the nine months ended September 30, 2025, a $437,000 increase in ESOP compensation expense as a result of the Company’s stock price appreciation, a $411,000 increase in bonus expense due to increases in headcount and the Company’s performance and a $266,000 increase in officer pension plan expenses during the nine months ended September 30, 2025;

offset partially by a $2.4 million decrease in LTIP expenses resulting from reduced balances in the LTIP during the nine months ended September 30, 2025, a $417,000 increase in directors’ fee expenses and a $247,000 increase in legal expenses.

Data processing expenses increased $1.6 million, or 24.8%, during the nine months ended September 30, 2025, primarily a result of continued investment in the technology infrastructure at the Company including increases of $772,000 in management information systems expenses, $479,000 in general servicing system expenses and $201,000 in electronic banking expenses.

Merger and acquisition expenses increased $1.5 million from $0 due to the Company’s pending acquisition of Provident Bancorp, Inc.

and BankProv.

The table below sets forth our noninterest expense for the six months ended June 30, 2025 and 2024:

Six Months Ended

General and administrative expenses increased $834,000, or 24.1%, during the nine months ended September 30, 2025, mainly as a result of an increase in shareholder relations expenses of $194,000 and an increase of $226,000 in credit card rewards expenses, along with various other smaller expense increases.

FDIC and state assessment expenses increased $818,000, or 45.3%, during the nine months ended September 30, 2025 primarily due to the Company’s continued growth.

The table below sets forth our noninterest expense for the nine months ended September 30, 2025 and 2024:

Nine Months Ended

September 30,

(Dollars in thousands)

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Income Tax Expense.

Income tax expense increased $3.2 million, or 55.9%, to $9.1 million for the six months ended June 30, 2025 from $5.8 million for the six months ended June 30, 2024, mainly resulting from the increase in net income during the quarter ended June 30, 2025.

The effective tax rate was 25.0% and 24.2% for the six months ended June 30, 2025 and 2024, respectively.

Income tax expense increased $849,000, or 6.6%, to $13.7 million for the nine months ended September 30, 2025 from $12.8 million for the nine months ended September 30, 2024, primarily a result of the increase in net income during the quarter ended September 30, 2025, partially offset by the income tax expense on solar tax credit investment basis reduction and BOLI surrender tax and managed endowment contract penalty expense during the nine months ended September 30, 2024.

The effective tax rate was 24.3% and 32.5% for the nine months ended September 30, 2025 and 2024, respectively.

The decrease in the effective tax rate was primarily a result of the income tax expense on solar tax credit investment basis reduction and BOLI surrender tax and managed endowment contract penalty expense during the nine months ended September 30, 2024.

Excluding one-time charges, the operating effective tax rate for the nine months ended September 30, 2025 and 2024 would have been 22.9% and 22.2%, respectively.

Average Balances and Yields.

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such fees, discounts and premiums were not material for the periods presented.

Six Months Ended

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024

Yield/Rate (4)

36 unchanged sentences

There were no out-of-period items or adjustments required to be excluded from the table below.

Six Months Ended

June 30, 2025 vs.

Nine Months Ended

September 30, 2025 vs.

Increase (Decrease) Due to

16 unchanged sentences

We are also able to borrow from the FHLB and the Discount Window at the Federal Reserve Bank of Boston (“FRB”).

As of June 30, 2025, we had outstanding advances of $127.6 million from the FHLB.

As of June 30, 2025, we had unused borrowing capacity of $724.2 million with the FHLB.

At June 30, 2025, the Bank had $593.4 million available from the discount window under the Borrower in Custody (“BIC”) program at the FRB.

Additionally, as of June 30, 2025, we had $254.2 million of brokered deposits and pursuant to our internal liquidity policy, which allows us to utilize brokered deposits up to 25.0% of our total assets, we had an additional capacity of up to approximately $1.05 billion of brokered deposits.

As of September 30, 2025, we had outstanding advances of $41.5 million from the FHLB.

As of September 30, 2025, we had unused borrowing capacity of $816.3 million with the FHLB.

At September 30, 2025, the Bank had $606.3 million available from the discount window under the Borrower in Custody (“BIC”) program at the FRB.

Additionally, as of September 30, 2025, we had $388.7 million of brokered deposits and pursuant to our internal liquidity policy, which allows us to utilize brokered deposits up to 25.0% of our total assets, we had an additional capacity of up to approximately $971.9 million of brokered deposits.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition.

3 unchanged sentences

cash flows from operating activities, investing activities, and financing activities.

At June 30, 2025, we had $35.5 million in commitments to originate loans outstanding.

At September 30, 2025, we had $22.1 million in commitments to originate loans outstanding.

In addition, we had $636.6 million in unused lines of credit to borrowers, $425.9 million in unadvanced construction loans and $5.6 million in letters of credit outstanding.

Non-brokered certificates of deposit due within one year of June 30, 2025 totaled $1.58 billion, or 36.9%, of total deposits.

Non-brokered certificates of deposit due within one year of September 30, 2025 totaled $1.72 billion, or 31.5%, of total deposits.

If these deposits do not remain with us, we may be required to seek other sources of funds, including brokered deposits, FHLB advances and FRB borrowings.

Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the non-brokered certificates of deposit due on or before June 30, 2026, or on our other interest-bearing deposit accounts.

We believe, however, based on historical experience and current market interest rates that we will retain upon maturity a large portion of our certificates of deposit with maturities of one year or less as of June 30, 2025.

Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the non-brokered certificates of deposit due on or before September 30, 2026, or on our other interest-bearing deposit accounts.

Our primary investing activity is originating loans.

During the six months ended June 30, 2025, we originated $212.8 million of loans, net of repayments.

During the nine months ended September 30, 2025, we originated $369.5 million of loans, net of repayments.

Financing activities consist primarily of activity in deposit accounts and FHLB advances.

We experienced net increases in deposits of $90.4 million for the six months ended June 30, 2025.

At June 30, 2025 and December 31, 2024, the level of brokered time deposits was $254.2 million and $309.8 million, respectively.

We experienced net increases in deposits of $388.0 million for the nine months ended September 30, 2025.

At September 30, 2025 and December 31, 2024, the level of brokered time deposits was $388.7 million and $309.8 million, respectively.

Deposit flows are affected primarily by the overall level of interest rates and the interest rates and products offered by us and our competitors.

FHLB advances decreased $6.8 million during the six months ended June 30, 2025.

For additional information, see the consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 included as part of the consolidated financial statements appearing elsewhere in this Form 10-Q.

FHLB advances decreased $79.4 million during the nine months ended September 30, 2025.

For additional information, see the consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024 included as part of the consolidated financial statements appearing elsewhere in this Form 10-Q.

We are committed to maintaining a strong liquidity position.

5 unchanged sentences

In addition, based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

As of June 30, 2025, Needham Bank and NB Bancorp, Inc.

exceeded all of their regulatory capital requirements, and were categorized as well-capitalized at that date.

As of September 30, 2025, the Bank and the Company exceeded all of their regulatory capital requirements and were categorized as well-capitalized at that date.

Management is not aware of any conditions or events since the most recent notification of well-capitalized status that would change our category.

10 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 2. Management’s Discussion and Analysis