What changed in this filing

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Item 1. Financial Statements

2024-11-08 compared with 2024-08-09 · 397 added, 259 removed, 894 unchanged (42% of the section changed)

3 unchanged sentences

Balance Sheets (unaudited)

September 30,

(In thousands, except share and per share data)

37 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30 ,

(In thousands, except per share data)

20 unchanged sentences

Bank owned life insurance income

Net securities (losses) gains

Net securities gains (losses)

Total noninterest income

18 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30 ,

(In thousands)

24 unchanged sentences

(Loss) Income

Balance at March 31, 2024

Balance at June 30, 2024

Cash dividends - $ 0.34

Purchase of 5,700 treasury shares

Net issuance of 11,459

3 unchanged sentences

Other comprehensive income

Balance at September 30 , 2024

Balance at June 30, 2023

Balance at March 31, 2023

Cash dividends - $ 0.32

Issuance of 4,322,999 shares of

common stock for acquisition

Purchase of 68,500 treasury

4 unchanged sentences

Other comprehensive (loss)

Balance at June 30 , 2023

Balance at September 30 , 2023

(In thousands, except share and per share data)

7 unchanged sentences

Stock-based compensation

Other comprehensive (loss)

Balance at June 30 , 2024

Other comprehensive income

Balance at September 30 , 2024

Balance at December 31, 2022

1 unchanged sentence

Cash dividends - $ 0.92

Issuance of 4,322,999 shares of

common stock for acquisition

Purchase of 155,500

4 unchanged sentences

Other comprehensive (loss)

Balance at June 30 , 2023

Balance at September 30 , 2023

See accompanying notes to unaudited interim consolidated financial statements.

1 unchanged sentence

and Subsidiaries

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

14 unchanged sentences

Net securities (gains) losses

Net gains on sale of other real estate owned

Net change in other assets and other liabilities

1 unchanged sentence

Investing activities

Net cash used in acquisitions

Net cash (used in) provided by acquisitions

Securities available for sale:

9 unchanged sentences

Purchases of premises and equipment, net

Proceeds from sales of other real estate owned

Net cash used in investing activities

1 unchanged sentence

Net increase in deposits

Net (decrease) increase in short-term borrowings

Net decrease in short-term borrowings

Proceeds from long-term debt

Repayments of long-term debt

Proceeds from the issuance of shares to employee and other stock plans

Cash paid by employer for tax-withholding on stock issuance

8 unchanged sentences

Consolidated Statements of Cash Flows (unaudited) (continued)

Six Months Ended

Nine Months Ended

September 30,

Supplemental disclosure of cash flow information

5 unchanged sentences

Acquisitions:

Fair value of assets acquired

Fair value of assets acquired, excluding acquired cash and goodwill

Fair value of liabilities assumed

See accompanying notes to unaudited interim consolidated financial statements.

3 unchanged sentences

Consolidated Financial Statements

June 30, 2024

September 30, 2024

Description of Business

27 unchanged sentences

In the opinion of management, the interim data includes all adjustments,

consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods in accordance with GAAP and in accordance with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation

S-X as promulgated by the SEC.

consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods in accordance with GAAP and in accordance with the instructions for the Quarterly Report on Form 10-Q and Article 10 of

Regulation S-X as promulgated by the SEC.

Accordingly, the consolidated financial statements do not include all of the information and notes necessary for complete financial statements in conformity with GAAP.

These unaudited interim consolidated financial

statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2023 Annual Report on Form 10-K.

The results of operations for the interim periods are not necessarily indicative

of the results that may be expected for the full year or any other interim period.

These unaudited interim consolidated

financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2023 Annual Report on Form 10-K.

The results of operations for the interim periods are not necessarily

indicative of the results that may be expected for the full year or any other interim period.

All material intercompany transactions have been eliminated in consolidation.

Amounts previously reported in the consolidated financial statements are reclassified

whenever necessary to conform to the current period presentation.

The Company has evaluated subsequent events for potential recognition and/or disclosure, and there were none identified.

Amounts previously reported in the consolidated financial statements are

reclassified whenever necessary to conform to the current period presentation.

The Company has evaluated subsequent events for potential recognition and/or disclosure, and none were identified.

Use of Estimates in the Preparation of Financial Statements

3 unchanged sentences

Estimates associated with the

allowance for credit losses, pension accounting, provision for income taxes, fair values of financial instruments and status of contingencies are particularly susceptible to material change in the near term.

allowance for credit losses and pension accounting are particularly susceptible to material change in the near term.

Recent Accounting Pronouncements

8 unchanged sentences

Early adoption is not permitted.

The adoption , other than to meet the new disclosure requirements, is

not expected to have a material impact on the consolidated financial statements.

A side from meeting the new disclosure requirements, the adoption is not expected

to have a material impact on the consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Improvements

to Reportable Segment Disclosures , to improve the reportable segment disclosure requirements by requiring disclosure of incremental segment information on an annual and interim basis.

In addition, the amendments will enhance interim

disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure

requirements.

to Reportable Segment Disclosures , to improve the reportable segment disclosure requirements by requiring annual and interim disclosure of incremental segment information.

In addition, the amendments will enhance interim disclosure

requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and include other disclosure requirements.

The amendments in this ASU are effective for the Company for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted.

The adoption,

other than to meet the new disclosure requirements, is not expected to have a material impact on the consolidated financial statements.

Aside from meeting the new

disclosure requirements, the adoption is not expected to have a material impact on the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , that addresses requests for improved income tax disclosures from investors, lenders, creditors and other allocators of capital that use the financial statements to make capital allocation decisions.

5 unchanged sentences

Retrospective application and early adoption are permitted.

The adoption, other than to meet the new disclosure requirements, is not expected to have a material impact on the consolidated financial statements.

Aside from meeting the new disclosure requirements, the adoption is not expected to have a material impact on the consolidated financial statements.

Pending Acquisition of Evans Bancorp, Inc.

On September 9, 2024, the Company and the Bank, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Evans and Evans Bank, Evans’s subsidiary,

pursuant to which the Company will acquire Evans.

Evans, with assets of approximately $ 2.28 billion at September 30, 2024, is

headquartered in Williamsville, New York.

Its primary subsidiary, Evans Bank, is a federally-chartered national banking association with 18

banking locations in Western New York.

Subject to the terms and conditions of the Merger Agreement, which has been approved by the boards of directors of each party, Evans will merge with and into the

Company, with the Company as the surviving entity, and immediately thereafter, Evans Bank will merge with and into the Bank, with the Bank as the surviving bank (the “Merger”).

Under the terms of the Merger Agreement, each outstanding share of Evans common stock will be converted into the right to receive 0.91 shares of the Company’s common stock.

The Merger is subject to customary closing conditions, including the receipt of regulatory approvals and

approval by the shareholders of Evans, and is expected to close in the second quarter of 2025.

Prior Period Acquisitions

On August 11, 2023, the Company completed the acquisition of Salisbury through the merger of Salisbury with and into the Company, with the Company surviving the

merger, for $ 161.7 million in stock.

Salisbury Bank, Salisbury’s subsidiary, was a Connecticut-chartered commercial bank headquartered in

Lakeville, Connecticut with 13 banking offices.

The acquisition enhanced the Company’s presence in Massachusetts’ Berkshire county, and

extended its footprint into New York’s Dutchess, Orange and Ulster counties and into Connecticut’s Litchfield county.

In connection with the acquisition, the Company issued 4.32 million shares of common stock and acquired approximately $ 1.46

billion of identifiable assets.

Preliminary goodwill of $ 78.1 million was recognized during the quarter ended September 30, 2023 as a

result of the merger and is not amortizable or deductible for tax purposes.

During the fourth quarter of 2023, the Company revised the estimated fair value of premises and equipment, net and related deferred income taxes based upon receipt of land

and building appraisals, which resulted in a $ 1.7 million increase in goodwill.

Total goodwill of $ 79.7 million was recognized as a result of the merger.

The effects of the acquired assets and liabilities have been included in the consolidated

financial statements since that date.

As a result of the full integration of the operations of Salisbury, it is not practicable to determine all revenue or net income included in the Company’s operating results relating to Salisbury since the date

of acquisition as Salisbury results cannot be separately identified.

The Company determined that this acquisition constituted a business combination and therefore was accounted for using the acquisition method of accounting.

Accordingly, as of the date of the acquisition, the Company recorded the assets acquired, liabilities assumed and consideration paid at fair value based on management’s best estimates using information available at the date of the acquisition and

these estimates are subject to adjustment based on updated information not available at the time of the acquisition.

The amount of goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from

combining the operations of the Company with Salisbury.

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

August 11, 2023

(In thousands)

Salisbury Bancorp, Inc.

Consideration:

Cash paid to shareholders (fractional shares)

Common stock issuance

Total net consideration

Recognized amounts of identifiable assets acquired and (liabilities) assumed:

Cash and cash equivalents

Securities available for sale

Loans, net of allowance for credit losses on purchased credit deteriorated loans

Premises and equipment, net

Core deposit intangibles

Wealth management customer intangible

Bank owned life insurance

Total identifiable assets acquired

Other liabilities

Total liabilities assumed

Total identifiable assets, net

The following is a description of the valuation methodologies used to estimate the fair values of major categories of assets acquired and liabilities assumed.

Company used an independent valuation specialist to assist with the determination of fair values for certain acquired assets and assumed liabilities.

Cash and due from banks - The estimated fair value was determined to approximate the carrying amount of these assets.

Securities available for sale - The estimated fair value of the investment portfolio was based on quoted market prices and dealer quotes.

The investment securities were sold immediately after the merger and no gains or losses were recorded.

estimated fair value of loans were based on a discounted cash flow methodology applied on a pooled basis for non-PCD loans and for PCD loans.

The valuation considered underlying characteristics including loan type, term, rate, payment schedule

and credit rating.

Other factors included assumptions related to prepayments, probability of default and loss given default.

The discount rates applied were based on a build-up approach considering the funding mix, servicing costs, liquidity

premium and factors related to performance risk.

Core deposit intangible - The core deposit intangible was valued utilizing the cost savings method approach, which recognizes the cost savings represented by the expense of maintaining the core deposit base versus the cost of an alternative funding source.

valuation incorporates assumptions related to account retention, discount rates, deposit interest rates, deposit maintenance costs and alternative funding rates.

Wealth management customer intangible - The wealth management customer intangible was valued utilizing the income approach, which employs a present value analysis, which calculates the expected after-tax cash flow benefits of the net revenues generated by the

acquired customers over the expected lives of the acquired customers, discounted at a long-term market-oriented after-tax rate of return on investment.

The value assigned to the acquired customers represents the future economic benefit from

acquiring the customers (net of operating expenses).

Deposits - The

fair value of noninterest bearing demand deposits, interest checking, money market and savings deposit accounts from Salisbury were assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand.

Certificate of deposit (time deposit accounts) were valued at the present value of the certificates’ expected contractual payments discounted at market rates for similar certificates.

Borrowings - The estimated fair value of short-term borrowings was

determined to approximate stated value.

Subordinated debt was valued using a discounted cash flow approach incorporating a discount rate that incorporated similar terms, maturity and credit rating.

Accounting for Acquired Loans - Acquired loans are classified into two categories:

PCD loans and non-PCD loans.

PCD loans are defined as a loan or group of loans that have experienced more than insignificant credit deterioration since origination.

loans had an allowance established on acquisition date, which was recognized as an expense through the provision for credit losses.

For PCD loans, an allowance was recognized by adding it to the fair value of the loan, which is the amortized

There is no provision for credit loss expense recognized on PCD loans because the initial allowance is established by grossing-up the amortized cost of the PCD loan.

The allowance for credit losses on non-PCD loans of $ 8.8 million was recorded through the provision for loan losses within the unaudited interim consolidated statements of income.

The following table provides details related to the

fair value of acquired PCD loans.

(In thousands)

Par value of PCD loans at acquisition

Allowance for credit losses at acquisition

Discount at acquisition

Fair value of PCD loans at acquisition

Direct costs related to the acquisition were expensed as incurred.

Acquisition integration-related expenses were $ 7.9 million and $ 9.7 million during the three and nine months

ended September 30, 2023, respectively.

These amounts have been separately stated in the unaudited interim consolidated statements of income and are included in operating activities in the unaudited interim consolidated statements of cash flows.

Supplemental Pro Forma Financial Information (Unaudited)

The following table presents certain unaudited pro forma financial information for illustrative purposes only, for the three and nine months ended September 30, 2023,

as if Salisbury had been acquired on January 1, 2023.

This unaudited pro forma information combines the historical results of Salisbury with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated

impact of certain fair value adjustments for the respective periods.

The pro forma information is not indicative of what would have occurred had the acquisition occurred as of the beginning of the year prior to the acquisition.

The unaudited pro

forma information does not consider any changes to the provision expense resulting from recording loan assets at fair value, cost savings or business synergies.

As a result, actual amounts would have differed from the unaudited pro forma

information presented and the differences could be significant.

Pro Forma (Unaudited)

Three Months Ended

Nine Months Ended

(In thousands)

September 30, 2023

Total revenue, net of interest expense

Other Acquisitions

In July 2024, the Company, through its subsidiary, NBT Insurance Agency, LLC, a full-service insurance agency, completed the acquisition of substantially all of the

assets of Karl W.

Reynard, Inc.

located in Stamford, NY for a total consideration of $ 1.2 million.

Reynard, Inc.

long-established property and casualty agency offering personal and commercial lines.

This strategic acquisition expands the presence of NBT Insurance Agency, LLC in the Catskills, where the agency and the Bank are well established.

As part of the

acquisition, the Company recorded goodwill of $ 0.2 million and a $ 1.0 million contingent consideration recorded in other liabilities on the unaudited interim consolidated balance sheets.

In July 2023, the Company, through its subsidiary, EPIC Advisors Inc., completed its acquisition of certain assets of Retirement Direct, LLC, a retirement plan

administration business based near Charlotte, North Carolina for a total consideration of $ 2.8 million.

As part of the acquisition, the

Company recorded goodwill of $ 0.9 million and a $ 1.0 million contingent consideration recorded in other liabilities on the unaudited interim consolidated balance sheets.

The operating results of the acquired companies are included in the consolidated results after the date of acquisition.

The amortized cost, estimated fair value and unrealized gains (losses) of AFS securit ies are as follows:

(In thousands)

As of June 30 , 2024

As of September 30 , 2024

Federal agency

18 unchanged sentences

There was no allowance for credit losses on AFS

securities as of June 30, 2024 and December 31, 2023.

During the three months ended June 30, 2024, there were no gains or losses reclassified out of AOCI and into earnings.

During the three months ended June 30, 2023, there were $ 4.5 million of gross realized losses reclassified out of AOCI and into earnings.

During the six months ended June 30, 2023, there were $ 4.5 million of gross realized losses reclassified out of AOCI and into earnings and the Company incurred a $ 5.0 million loss on the write-off of an AFS corporate debt security from a subordinated debt investment of a financial institution that failed.

The $ 5.0 million loss was reclassified out of AOCI and into earnings in net securities gains (losses) in the unaudited interim consolidated statements of

During the six months ended June 30, 2024, the Company sold the previously written-off security and recognized a gain of $ 2.3

million into earnings in net securities gains (losses) in the unaudited interim consolidated statements of income.

securities as of September 30, 2024 and December 31, 2023.

During the three months ended September 30, 2024 and September 30, 2023, no gains or losses were reclassified out of AOCI and into earnings.

During the nine months ended September 30, 2023, there were $ 4.5 million of gross realized losses reclassified out of AOCI and into earnings and the Company incurred a $ 5.0 million loss on the write-off of an AFS corporate debt security from a subordinated debt investment of a financial institution that failed.

The $ 5.0 million loss was reclassified out of AOCI and into earnings in net securities gains (losses) in the unaudited interim consolidated statements of income.

During the nine

months ended September 30, 2024, the Company sold the previously written-off security and recognized a gain of $ 2.3 million into earnings

in net securities gains (losses) in the unaudited interim consolidated statements of income.

The amortized cost, estimated fair value and unrealized gains (losses) of HTM securities are as

(In thousands)

As of June 30 , 2024

As of September 30 , 2024

Federal agency

17 unchanged sentences

Total HTM securities

At June 30, 2024 and

At September 30, 2024 and

December 31, 2023, all of the mortgage-backed HTM securities were comprised of U.S.

government agency and government-sponsored enterprises securities.

The Company recorded no gains from calls on HTM securities for the three and six months ended June 30, 2024 and 2023.

The Company recorded no gains from calls on HTM securities for the three and nine months ended September 30, 2024 and 2023.

AFS and HTM securities with amortized costs totaling $ 1.88

billion at June 30, 2024

billion at September 30,

2024 and $ 2.03 billion at December 31, 2023, were pledged to secure public deposits and for other purposes required or permitted by law.

Additionally, at June 30, 2024 and December 31, 2023, AFS and HTM securities with an amortized cost totaling $ 198.9 million and $ 177.2 million, respectively, were pledged as collateral for securities sold under repurchase agreements.

Additionally, at September 30, 2024 and December 31, 2023, AFS and HTM securities with an amortized cost totaling $ 190.7 million and $ 177.2 million, respectively, were pledged as collateral for securities sold under repurchase agreements.

The following tables set forth information with regard to gains and (losses) on equity securities:

Three Months Ended June 30,

Three Months Ended

September 30,

(In thousands)

Net (losses) recognized on equity securities

Net (losses) recognized on equity securities sold during the period

Unrealized (losses) recognized on equity securities still held

Six Months Ended June 30,

Net gains (losses) recognized on equity securities

Net gains (losses) recognized on equity securities sold during the period

Unrealized gains (losses) recognized on equity securities still held

Nine Months Ended

September 30,

(In thousands)

Net (losses) recognized on equity securities

Net (losses) recognized on equity securities sold during the period

Unrealized (losses) recognized on equity securities still held

As of June 30, 2024 and December 31, 2023, the carrying value of equity securities without readily

determinable fair values was $ 1.0 million.

The Company performed a qualitative assessment to determine whether the investments were

impaired and identified no credit concerns as of June 30, 2024 and 2023.

There were no impairments, or downward or upward adjustments

recognized for equity securities without readily determinable fair values during the three and six months ended June 30, 2024 and 2023.

The following table sets forth information with regard to contractual maturities of debt securities at June 30, 2024:

Net gains (losses) recognized on equity securities

Net gains (losses) recognized on equity securities sold during the period

Unrealized gains (losses) recognized on equity securities still held

As of September 30, 2024 and December 31, 2023, the carrying value of equity securities without

readily determinable fair values was $ 1.0 million.

The Company performed a qualitative assessment to determine whether the investments

were impaired and identified no credit concerns as of September 30, 2024 and 2023.

There were no impairments, or downward or upward

adjustments recognized for equity securities without readily determinable fair values during the three and nine months ended September 30, 2024 and 2023.

The following table sets forth information with regard to contractual maturities of debt securities at September 30, 2024:

(In thousands)

11 unchanged sentences

Total HTM debt securities

of mortgage-backed, collateralized mortgage obligations and asset-backed securities are stated based on their estimated average lives.

Actual maturities may differ from estimated average lives or contractual maturities because, in certain cases,

borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

of mortgage-backed, collateralized mortgage obligations and asset-backed securities are based on their estimated average lives.

Actual maturities may differ from estimated average lives or contractual maturities because, in certain cases, borrowers

have the right to call or prepay obligations, with or without call or prepayment penalties.

Except for U.S.

government securities and government-sponsored enterprises securities , there were no holdings, when taken in the aggregate, of any single issuer that exceeded 10% of consolidated stockholders’ equity at June 30, 2024 and December

December 31, 2023.

The following table sets forth information with regard to investment securities with unrealized losses, for which an allowance for credit losses has not been recorded,

segregated according to the length of time the securities had been in a continuous unrealized loss position:

segregated according to the length of time the securities were in a continuous unrealized loss position:

Less Than 12 Months

1 unchanged sentence

(In thousands)

As of June 30 , 2024

As of September 30 , 2024

AFS securities:

23 unchanged sentences

Total securities with unrealized losses

The Company does not believe the AFS securities that were in an unrealized loss position as of June 30, 2024 and December 31, 2023, which consisted of 392 and 388 individual securities,

The Company does not believe that the AFS securities in an unrealized loss position as of September 30, 2024 and December 31, 2023, which consisted of 383 and 388 individual securities,

respectively, represented a credit loss impairment.

AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly.

As of June 30, 2024 and December 31, 2023, the majority of the AFS

As of September 30, 2024 and December 31, 2023, the majority of the AFS

securities in an unrealized loss position consisted of debt securities issued by U.S.

5 unchanged sentences

investment securities.

The Company does not intend to sell, nor is it more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, which may be at maturity.

The Company elected to exclude

AIR from the amortized cost basis of debt securities.

AIR on AFS debt securities totaled $ 4.0 million at June 30, 2024 and $ 3.9 million at December 31, 2023, and is excluded from the estimate of credit losses and reported in the other assets financial statement line.

The Company does not intend to, nor is it more likely than not that the Company will be required to sell these securities before recovery of its amortized cost basis, which may be at maturity.

The Company elected to exclude AIR

from the amortized cost basis of debt securities.

AIR on AFS debt securities totaled $ 4.1 million at September 30, 2024 and $ 3.9 million at December 31, 2023, and is excluded from the estimate of credit losses and is reported in the other assets financial statement line.

None of the Bank’s HTM debt securities were past due

or on nonaccrual status as of June 30, 2024 and December 31, 2023.

There was no accrued interest reversed against interest income for

the three and six months ended June 30, 2024 or the year ended December 31, 2023 as all securities remained in accrual status.

In addition, there were no

collateral-dependent HTM debt securities as of June 30, 2024 and December 31, 2023.

There was no allowance for credit losses on HTM

securities as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 and December 31, 2023, 66 % of the Company’s HTM debt

securities were issued by U.S.

or on nonaccrual status as of September 30, 2024 and December 31, 2023.

There was no accrued interest reversed against interest income

for the three and nine months ended September 30, 2024 or the year ended December 31, 2023 as all securities remained in accrual status.

In addition, there were no collateral-dependent HTM debt securities as of September 30, 2024 and December 31, 2023.

There was no allowance for credit losses on HTM securities as of September 30, 2024 and December 31, 2023.

As of September 30, 2024 and December 31, 2023, 66 % of the Company’s HTM debt securities were issued by U.S.

government agencies or U.S.

government-sponsored enterprises.

These securities carry the explicit and/or implicit guarantee of the U.S.

government, which are widely recognized as “risk-free,” and have a long history of

zero credit losses.

Therefore, the Company did not record an allowance for credit losses for these securities as of June 30, 2024 and December 31, 2023.

The remaining HTM debt securities at June 30, 2024 and December 31, 2023 were comprised of state

and municipal obligations with bond ratings of A to AAA.

Utilizing the CECL methodology , the Company determined that the expected credit loss on its HTM municipal bond portfolio was immaterial and therefore no allowance for credit loss was recorded

as of June 30, 2024 and December 31, 2023.

AIR on HTM debt securities totaled $ 4.2 million at June 30, 2024 and $ 4.7 million at December 31, 2023 and is excluded from the estimate of credit losses and reported in the other assets financial statement line.

These securities carry the explicit and/or implicit guarantee of the

government, which are widely recognized as “risk-free,” and have a long history of zero credit losses.

Therefore, the Company did not record an allowance for credit losses for these securities as of September 30, 2024 and December 31, 2023.

remaining HTM debt securities at September 30, 2024 and December 31, 2023 were comprised of state and municipal obligations with bond ratings of A to AAA.

Based on the Company's CECL methodology, the expected credit loss on the HTM municipal bond

portfolio was deemed immaterial, therefore no allowance for credit loss was recorded as of September 30, 2024 and December 31, 2023.

AIR on HTM debt securities totaled $ 3.8 million at September 30, 2024 and $ 4.7 million at December 31, 2023 and is excluded from the estimate

of credit losses and reported in the other assets financial statement line.

A summary of loans, net of deferred fees and origination costs, by category is as follows:

(In thousands)

June 30, 2024

September 30, 2024

December 31, 2023

7 unchanged sentences

($ 72.8 ) million and ($ 98.2 )

million at June 30, 2024 and December 31, 2023, respectively.

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

Allowance for Credit Losses and Credit Quality of Loans

The allowance for credit losses totaled $ 119.5 million

at June 30, 2024, compared to $ 114.4 million at December 31, 2023.

The allowance for credit losses as a percentage of loans was 1.22 % at June 30, 2024, compared to 1.19 %

at September 30, 2024, compared to $ 114.4 million at December 31, 2023.

The allowance for credit losses as a percentage of loans was 1.21 % at September 30, 2024, compared to 1.19 %

at December 31, 2023.

The allowance for credit losses calculation incorporated a 6-quarter forecast period to account for forecast economic conditions under each scenario utilized in the measurement.

For periods beyond the 6-quarter forecast, the model

reverts to long-term economic conditions over a 4-quarter reversion period on a straight-line basis.

The Company considers a baseline, upside and downside economic forecast in measuring the allowance.

The quantitative model as of June 30, 2024 incorporated a baseline economic outlook along with an alternative downside scenario

sourced from a reputable third-party to accommodate other potential economic conditions in the model.

At June 30, 2024, the weightings were 80% and 20% for the baseline and downside economic forecasts, respectively.

The baseline outlook

reflects an economic environment where the Northeast unemployment rate increases slightly from 4.0% to 4.1% during the forecast period.

Northeast GDP’s annualized growth (on a quarterly basis) is expected to start the third quarter of 2024 at

approximately 3.7% and increase slightly to 3.8% before the end of the forecast period.

Key assumptions in the baseline economic outlook included the Federal Reserve cutting rates with two 25 basis point cuts at the September and December

meetings, the economy remaining at full employment, and continued tapering of the Federal Reserve balance sheet.

The alternative downside scenario assumed deteriorated economic conditions from the baseline outlook.

Under this scenario,

Northeast unemployment rises from 4.0% in the second quarter of 2024 to a peak of 7.2% in the fourth quarter of 2025.

These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations

as of June 30, 2024.

Additional adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools, considerations for inflation, and recent trends in asset value indices.

The allowance for credit losses calculation incorporated a 6-quarter forecast period to account for forecast economic conditions under each

scenario utilized in the measurement.

For periods beyond the 6-quarter forecast, the model reverts to long-term economic conditions over a 4-quarter reversion period on a straight-line basis.

The Company considers a baseline, upside and

downside economic forecast in measuring the allowance.

The quantitative model as of September 30, 2024

incorporated a baseline economic outlook along with an alternative downside scenario sourced from a reputable third-party to accommodate other potential economic conditions in the model.

At September 30, 2024, the weightings were 80% and 20%

for the baseline and downside economic forecasts, respectively.

The baseline outlook reflects an economic environment where the Northeast unemployment rate increases slightly but remains around 4.1% during the forecast period.

Northeast GDP’s

annualized growth (on a quarterly basis) is expected to start the fourth quarter of 2024 at approximately 3.9% and remains relatively stable during the forecast period.

Key assumptions in the baseline economic outlook included the Federal

Reserve cutting rates at the September and December meetings, the economy remaining at full employment, and continued tapering of the Federal Reserve balance sheet.

The alternative downside scenario assumed deteriorated economic conditions

from the baseline outlook.

Under this scenario, Northeast unemployment rises from 4.0% in the third quarter of 2024 to a peak of 7.5% in the fourth quarter of 2025.

These scenarios and their respective weightings are evaluated at each

measurement date and reflect management’s expectations as of September 30, 2024.

Additional adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools,

considerations for inflation, and recent trends in asset value indices.

Additional monitoring for industry concentrations, loan growth, and policy exceptions was also conducted.

The quantitative model as of June 30, 2024 incorporated a

baseline economic outlook along with an alternative downside scenario sourced from a reputable third-party to accommodate other potential economic conditions in the model.

At June 30, 2024, the weightings were 80% and 20% for the baseline

and downside economic forecasts, respectively.

The baseline outlook reflected an economic environment where the Northeast unemployment rate increases slightly from 4.0% to 4.1% during the forecast period.

Northeast GDP’s annualized growth

(on a quarterly basis) was expected to start the third quarter of 2024 at approximately 3.7% and increase slightly to 3.8% before the end of the forecast period.

Key assumptions in the baseline economic outlook included the Federal Reserve

cutting rates with two 25 basis point cuts at the September and December meetings, the economy remaining at full employment, and continued tapering of the Federal Reserve balance sheet.

The alternative downside scenario assumed deteriorated

economic conditions from the baseline outlook.

Under this scenario, Northeast unemployment rises from 4.0% in the second quarter of 2024 to a peak of 7.2% in the fourth quarter of 2025.

These scenarios and their respective weightings are

evaluated at each measurement date and reflect management’s expectations as of June 30, 2024.

Additional adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan

pools, considerations for inflation, and recent trends in asset value indices.

Additional monitoring for industry concentrations, loan growth, and policy exceptions was also conducted.

The methodology for prepayment assumptions was revised during the second quarter of 2024 from a static, current rate experience approach to

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longer-lived portfolios.

The quantitative model as of March 31, 2024

incorporated a baseline economic outlook along with an alternative downside scenario sourced from a reputable third-party to accommodate other potential economic conditions in the model.

At March 31, 2024, the weightings were 70% and 30% for

the baseline and downside economic forecasts, respectively.

The baseline outlook reflected an economic environment where the unemployment rate increases slightly from 3.8% to 4.1% during the forecast period.

Northeast GDP’s annualized growth

(on a quarterly basis) was expected to start the second quarter of 2024 at approximately 3.3% and decrease to 2.8% before increasing to 3.4% by the end of the forecast period.

Key assumptions in the baseline economic outlook included the

Federal Reserve cutting rates with three 25 basis point cuts at the June, September, and December meetings, the economy remaining at full employment, and continued tapering of the Federal Reserve balance sheet.

The alternative downside

scenario assumed deteriorated economic conditions from the baseline outlook.

Under this scenario, national unemployment rises from 3.8% in the first quarter of 2024 to a peak of 7.7% in the second quarter of 2025.

These scenarios and their

respective weightings are evaluated at each measurement date and reflect management’s expectations as of March 31, 2024.

Additional adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate

expectations for certain loan pools, considerations for inflation, and recent trends in asset value indices.

Additional monitoring for industry concentrations, loan growth, and policy exceptions was also conducted.

The quantitative model as of December 31, 2023

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There were no loans purchased with

credit deterioration during the six months ended June 30, 2024.

There were $ 219.5 million of PCD loans acquired from Salisbury during

the year ended December 31, 2023, which resulted in an allowance for credit losses at acquisition of $ 5.8 million.

During the six

months ended June 30, 2024, the Company purchased $ 0.4 million of residential loans at a 7.0 % premium with a $ 4 thousand allowance for credit losses

recorded for these loans.

credit deterioration during the nine months ended September 30, 2024.

There were $ 219.5 million of PCD loans acquired from Salisbury

during the year ended December 31, 2023, which resulted in an allowance for credit losses at acquisition of $ 5.8 million.

nine months ended September 30, 2024, the Company purchased $ 2.0 million of residential loans at a 7.0 % premium with a $ 20 thousand

allowance for credit losses recorded for these loans.

During 2023, the Company purchased $ 3.8 million of residential loans at a 7.0 % premium with a $ 31 thousand

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The Company made a policy election to report AIR in the other assets line item on the consolidated balance sheets.

AIR on loans totaled $ 36.0 million at June 30, 2024 and $ 34.1 million at December

31, 2023 and there was no estimated allowance for credit losses related to AIR as of June 30, 2024 and December 31, 2023 as it is excluded from amortized cost.

AIR on loans totaled $ 34.2 million at September 30, 2024 and $ 34.1 million at

December 31, 2023 with no estimated allowance for credit losses related to AIR as of September 30, 2024 and December 31, 2023 as it is excluded from amortized cost.

The Company’s January 1, 2023 adoption of ASU 2022-02, Financial Instruments - CECL Losses (Topic 326):

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(In thousands)

Balance as of March 31, 2024

Ending balance as of June 30, 2024

Balance as of March 31, 2023

Ending balance as of June 30 , 2023

Balance as of June 30, 2024

Ending balance as of September 30, 2024

Balance as of June 30, 2023

Allowance for credit loss on PCD acquired loans

Ending balance as of September 30 , 2023

(In thousands)

Balance as of December

Ending balance as of June 30 , 2024

Ending balance as of September 30 ,

Balance as of January 1, 2023 (after adoption of ASU 2022-02)

Ending balance as of June 30 , 2023

The allowance for credit losses as of June 30, 2024 increased compared to the allowance estimates as of December 31, 2023 and March 31, 2024 primarily due to providing for the second quarter’s loan growth, the slowing of prepayment speed assumptions,

including the changes in prepayment model assumptions and an additional specific reserve established relating to a commercial relationship individually evaluated for credit loss, partly offset by a change in forecast

scenario weightings from 70 % baseline and 30 %

downside to 80 % baseline and 20 %

The increase in

the allowance for credit losses from June 30, 2023 to June 30, 2024 was primarily due to providing for loan growth, slowing of prepayment speed assumptions and the recording of $ 14.5 million of allowance for acquired Salisbury loans as of the acquisition date, which included both the $ 8.8 million of non-PCD allowance recognized through the provision for loan losses and the $ 5.8 million of PCD allowance reclassified from loans.

Allowance for credit loss on PCD acquired loans

Ending balance as of September 30 ,

The allowance for credit losses as of September 30, 2024 was consistent with the allowance

estimates as of June 30, 2024 and increased compared to the allowance estimates as of December 31, 2023.

The increase from December 31, 2023 was primarily due to providing for current year loan growth, the slowing of prepayment speed

assumptions, including the changes in prepayment model assumptions and an additional specific reserve established in the second quarter of 2024 relating to a commercial relationship individually evaluated for credit loss.

These increases to the

allowance for credit losses were partially offset by the change in forecast scenario weightings from 70 % baseline and 30 % downside to 80 % baseline and

20 % downside, and the shift in loan composition driven by other consumer and residential solar portfolios that are in a planned

run-off status.

The allowance for credit losses as of September 30, 2023 incorporated the recording of $ 14.5 million of allowance for acquired Salisbury loans as of the acquisition date, which included both the $ 8.8 million of non-PCD allowance recognized through the provision for loan losses and the $ 5.8 million of PCD allowance reclassified from loans.

Individually Evaluated Loans

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evaluated for credit loss is $ 1.0 million.

As of June 30, 2024, there were two relationships identified to be evaluated for loss on an individual basis which had an amortized cost basis of $ 17.1 million, with $ 1.7 million of allowance for credit loss.

of December 31, 2023, the same two relationships were identified to be evaluated for loss on an individual basis which had an amortized

cost basis of $ 17.3 millio n, with no allowance for credit loss.

As of June 30, 2024 and December 31, 2023, there were $ 1.8 million and $ 17.3 million, respectively, of loans in nonaccrual status that were individually evaluated for expected credit loss without an allowance for credit

As of September 30, 2024, two relationships were identified for individual credit loss evaluation which had an amortized cost basis of $ 16.6 million, with $ 1.7 million of allowance for credit loss.

of December 31, 2023, the same two relationships were identified for individual credit loss evaluation which had an amortized cost basis

of $ 17.3 millio n, with no allowance for credit loss.

As of September 30, 2024 and December 31, 2023, there were $ 1.3 million and $ 17.3 million, respectively, of loans in nonaccrual status that were individually evaluated for expected credit loss without an allowance for credit

The following table sets forth information with regard to past due and nonperforming loans by loan segment:

(In thousands)

As of June 30 , 2024

As of September 30 , 2024

Commercial loans:

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Credit Quality Indicators

The Company has developed an internal loan grading system to evaluate and quantify the Company’s loan portfolio with respect to quality and risk.

The system focuses

on, among other things, financial strength of borrowers, experience and depth of borrower’s management, primary and secondary sources of repayment, payment history, nature of the business and outlook on particular industries.

The internal grading

system enables the Company to monitor the quality of the entire loan portfolio on a consistent basis and provide management with an early warning system, which facilitates recognition and response to problem loans and potential problem loans.

The Company has developed an internal loan grading system to evaluate and quantify the Company’s loan portfolio with respect to quality and risk, focusing on, among

other things, borrowers financial strength, experience and depth of borrower’s management, primary and secondary sources of repayment, payment history, nature of the business and industry outlook.

The internal grading system enables the Company to

monitor the quality of the entire loan portfolio on a consistent basis and provide management with an early warning system, which facilitates recognition and response to problem loans and potential problem loans.

Commercial Grading System

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The following tables illustrate the Company’s credit quality by loan class by vintage and includes gross charge-offs by loan class by vintage.

Included in other consumer gross charge-offs for the six months ended June 30, 2024, the Company recorded $ 0.2

million in overdrawn deposit accounts reported as 2023 originations and $ 0.2 million in overdrawn deposit accounts reported as 2024 originations.

Included in other consumer gross charge-offs for the year ended December 31, 2023, the Company recorded $ 0.2 million in overdrawn deposit

accounts reported as 2022 originations and $ 0.8 million in overdrawn deposit accounts reported as 2023 originations .

Included in other consumer gross charge-offs for the nine months ended September 30, 2024, the Company recorded $ 0.2 million in overdrawn deposit accounts reported as 2023 originations and $ 0.5 million in overdrawn

deposit accounts reported as 2024 originations.

Included in other consumer gross charge-offs for the year ended December 31, 2023, the Company recorded $ 0.2 million in overdrawn deposit accounts reported as 2022 originations and $ 0.8

million in overdrawn deposit accounts reported as 2023 originations .

(In thousands)

As of June 30 , 2024

As of September 30 , 2024

By internally assigned grade:

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Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

The allowance for losses on unfunded commitments totaled $ 4.3

million as of June 30, 2024, compared to $ 5.1 million as of December 31, 2023.

The allowance for

losses on unfunded commitments totaled $ 4.6 million as of September 30, 2024, compared to $ 5.1 million as of December 31, 2023.

The reserve for

unfunded loan commitments was $ 0.3 million for three months ended September 30, 2024, compared to ($ 0.4 ) million in the prior quarter and $ 0.5

million for the same period in the prior year.

Included in the reserve for unfunded loan commitments for the three months ended September 30, 2023, was $ 0.8

million of acquisition-related provision for unfunded loan commitments due to the Salisbury acquisition.

The reserve for unfunded loan commitments was ($ 0.6 )

million for the nine months ended September 30, 2024, compared to ($ 0.3 ) million for the nine months ended September 30, 2023.

Loan Modifications to Borrowers Experiencing Financial Difficulties

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disaggregated by class of financing receivable and type of concession granted:

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Term Extension

2 unchanged sentences

(Dollars in thousands)

Amortized Cost

% of Total Class

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Term Extension

Combination - Term

Extension and Interest Rate Reduction

Interest Rate

(Dollars in thousands)

Amortized Cost

% of Total Class

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Term Extension

Combination - Term

Extension and Interest Rate Reduction

Extension and Interest Rate

(Dollars in thousands)

Amortized Cost

% of Total Class

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Term Extension

Interest Rate Reduction

Combination - Term

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% of Total Class

of Financing Receivables

of Total Class

The following table describes the financial effect of the modifications made to borrowers experiencing financial difficulties:

Three Months Ended June 30, 2024

The following table describes the financial effect of the

modifications made to borrowers experiencing financial difficulties:

Three Months Ended September 30, 2024

Term Extension

Interest Rate Reduction

Added a weighted-average 5.3 years to the

life of loans, which reduced monthly

payment amounts for the borrowers

Interest Rates were reduced by an

average of one percent

Three Months Ended June 30, 2023

Added a weighted-average 8.2 years to the life of loans, which reduced

monthly payment amounts for the borrowers

Interest Rates were reduced by an average of 0.25 %

Three Months Ended September 30, 2023

Term Extension

Interest Rate Reduction

Added a weighted-average 10 years to the

life of loans, which reduced monthly

payment amounts for the borrowers

Interest Rates were reduced by an

average of three and a half percent

Six Months Ended June 30, 2024

Added a weighted-average 17 years to the life of loans, which reduced monthly payment

amounts for the borrowers

Interest Rates were reduced by an average of 1 %

Nine Months Ended September 30, 2024

Term Extension

Interest Rate Reduction

Added a weighted-average 6.3 years to the

life of loans, which reduced monthly

payment amounts for the borrowers

Interest Rates were reduced by an

average of one percent

Six Months Ended June 30,

Added a weighted-average 6.5 years to the life of loans, which reduced

monthly payment amounts for the borrowers

Interest Rates were reduced by an average of 0.6 %

Nine Months Ended September 30, 2023

Term Extension

Interest Rate Reduction

Added a weighted-average 14 years to the

life of loans, which reduced monthly payment

Added a weighted-average 15 years to the life of loans, which reduced monthly payment

amounts for the borrowers

Interest Rates were reduced by an

average of three and a half percent

The following

table depicts the financing receivables that had a payment default that were modified to borrowers experiencing financial difficulty in the previous 12 months:

Three and Six Months Ended

June 30, 2024

(In thousands)

Amortized Cost Basis of

Modified Financing Receivables

that Subsequently Defaulted

Term Extension

There were no financing receivables that had a payment default during the three and six months ended June 30,

2023, that were modified to borrowers experiencing financial difficulty that were modified in the twelve months prior to that default.

Interest Rates were reduced by an average of 2.25 %

There were no financing receivables that had a payment default during the three months

ended September 30, 2024 , that were modified to borrowers

experiencing financial difficulty modified in the twelve months prior to that default.

There were $ 171 thousand in financing receivables with term extension modifications that had

payment defaults during the nine months ended September 30, 2024 , that were modified to borrowers experiencing financial difficulty modified in the twelve months prior to that default.

There were no financing receivables that had a payment default during

the three and nine months ended September 30, 2023, that were modified to borrowers experiencing financial difficulty modified in the twelve months prior to that default.

The following table depicts the performance of loans that have been modified to borrowers experiencing financial difficulty that were modified in

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Days Past Due

As of June 30, 2024

As of September 30, 2024

Short-Term Borrowings

4 unchanged sentences

(In thousands)

June 30, 2024

September 30, 2024

December 31, 2023

Federal funds purchased

Securities sold under repurchase agreements

3 unchanged sentences

Defined Benefit Post-Retirement Plans

Company has a qualified, noncontributory, defined benefit pension plan (the “Plan”) covering substantially all of its employees at June 30, 2024.

Benefits paid from the Plan are based on age, years of service, compensation and social security

benefits and are determined in accordance with defined formulas.

Company has a qualified, noncontributory, defined benefit pension plan (the “Plan”) covering substantially all of its employees at September 30, 2024.

Benefits paid from the Plan are based on age, years of service, compensation and social

security benefits and are determined in accordance with defined formulas.

The Company’s policy is to fund the Plan in accordance with Employee Retirement Income Security Act of 1974 standards.

Assets of the Plan are invested in publicly traded stocks,

bonds and mutual funds.

Assets of the Plan are invested in publicly traded

stocks, bonds and mutual funds.

In addition to the Plan, the Company provides supplemental employee retirement plans to certain current and former executives.

These supplemental employee retirement plans and the Plan are collectively referred to herein

as “Pension Benefits.”

These supplemental employee retirement plans and the Plan are collectively referred to

herein as “Pension Benefits.”

In addition, the Company provides certain health care benefits for retired

10 unchanged sentences

The Company made no voluntary contributions to the

Pension Benefits and Other Benefits plans during the

three and six months ended June 30, 2024 and 2023.

Pension Benefits and Other Benefits plans during the three and nine months ended September 30, 2024 and 2023.

The components of expense for Pension Benefits and Other Benefits are set forth below:

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Other Benefits

Three Months Ended

Three Months Ended September 30,

(In thousands)

Components of net periodic cost (benefit):

Components of net periodic cost:

Interest cost

1 unchanged sentence

Net amortization

Total net periodic cost (benefit)

Total net periodic cost

Pension Benefits

Other Benefits

Six Months Ended

Nine Months Ended September 30,

(In thousands)

Components of net periodic cost (benefit):

Components of net periodic cost:

Interest cost

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Net amortization

Total net periodic cost (benefit)

The service cost component of the net periodic cost (benefit) is included in Salaries and Employee Benefits and the interest cost, expected return on plan assets and net

Total net periodic cost

The service cost component of the net periodic cost is included in Salaries and Employee Benefits and the interest cost, expected return on plan assets and net

amortization components are included in Other Noninterest Expense on the unaudited interim consolidated statements of income.

5 unchanged sentences

Three Months Ended

September 30,

(In thousands, except per share data)

6 unchanged sentences

Anti-dilutive stock options and restricted stock outstanding

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

15 unchanged sentences

(In thousands)

June 30, 2024

June 30, 2023

September 30,

AFS securities:

Losses on AFS securities

Net securities (gains) losses

Amortization of unrealized gains related to securities transfer

13 unchanged sentences

Comprehensive Income (Loss)

Six Months Ended

Nine Months Ended

(In thousands)

June 30, 2024

June 30, 2023

September 30,

AFS securities:

46 unchanged sentences

In 2023, the Company transitioned all of its financial instruments to an alternative benchmark rate.

As of June 30, 2024 and December 31, 2023, the Company had sixteen and twelve risk participation agreements, respectively, with financial institution counterparties for interest rate swaps related to participated loans.

Risk participation agreements provide credit protection to the financial

institution that originated the swap transaction should the borrower fail to perform on its obligation.

The Company enters into both risk participation agreements in which it purchases credit protection from other financial institutions and those

in which it provides credit protection to other financial institutions.

As of September 30, 2024 and December 31, 2023, the Company had twenty and twelve risk participation agreements, respectively, with financial institution counterparties for interest rate swaps related to participated loans.

Risk participation agreements provide credit

protection to the financial institution that originated the swap transaction should the borrower fail to perform on its obligation.

The Company enters into both risk participation agreements in which it purchases credit protection from other

financial institutions and those in which it provides credit protection to other financial institutions.

T he following table summarizes the derivatives outstanding:

(In thousands)

As of June 30 , 2024

As of September 30 , 2024

Derivatives not designated as hedging instruments

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derivatives not designated as a hedging relationship:

Three Months Ended June 30,

Months Ended June 30 ,

Three Months Ended

September 30,

September 30 ,

(In thousands)

48 unchanged sentences

(In thousands)

June 30, 2024

September 30, 2024

AFS securities:

16 unchanged sentences

for expected credit losses and HTM securities.

Loans with fair value of $ 1.7 million as of June 30, 2024 were individually evaluated for

expected credit losses where the amortized cost was adjusted to fair value.

Loans with fair value of $ 3.0 million as of September 30, 2024 were individually evaluated

for expected credit losses where the amortized cost was adjusted to fair value.

There were no loans individually evaluated for expected

8 unchanged sentences

borrowings, accrued interest payable and derivatives.

June 30, 2024

September 30, 2024

December 31, 2023

51 unchanged sentences

Collateral may be obtained based on management’s assessment of the customer’s creditworthiness.

Commitments to extend credit and unused lines of credit totaled $ 2.68 billion at June 30, 2024 and $ 2.25 billion at December 31, 2023.

Commitments to extend credit and unused lines of credit totaled $ 2.86 billion at September 30, 2024 and $ 2.68 billion at December 31, 2023.

Since many loan commitments, standby letters of credit and guarantees and indemnification contracts expire without being funded in whole or in part, the contract

9 unchanged sentences

Standby letters of credit totaled $ 47.5

million at June 30, 2024 and $ 44.7 million at December 31, 2023.

A s of June 30, 2024 and December 31, 2023 , the fair value of the Company’s standby letters of credit was not significant.

million at September 30, 2024 and $ 44.7 million at December 31,

A s of September 30, 2024 and December 31, 2023 , the fair value of the Company’s standby letters of credit was not significant.

NBT BANCORP INC.

1 unchanged sentence

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