NBT BANCORP INC 10-Q

ITEM 1. FINANCIAL STATEMENTS NBT Bancorp Inc. and Subsidiaries Consolidated Balance Sheets (unaudited) June 30, December 31, (In thousands, except share and per share data) 2025 2024 Assets Cash and due from banks $ 264,777 $ 205,083 Short-term interest-bearing accounts 276,786 78,973 Equity securities, at fair value 46,658 42,372 Securities available for sale, at fair value 1,729,428 1,574,664 Securities held to maturity (fair value $ 735,387 and $ 749,945 , respectively) 809,664 842,921 Federal Reserve and Federal Home Loan Bank stock 40,813 33,957 Loans held for sale 3,756 9,744 Loans 11,624,680 9,969,910 Less allowance for loan losses 140,200 116,000 Net loans $ 11,484,480 $ 9,853,910 Premises and equipment, net 95,793 80,840 Goodwill 454,072 362,663 Intangible assets, net 64,447 36,360 Bank owned life insurance 318,004 272,657 Other assets 426,103 392,522 Total assets $ 16,014,781 $ 13,786,666 Liabilities Demand (noninterest bearing) $ 3,866,856 $ 3,446,068 Savings, interest-bearing checking and money market 7,997,219 6,658,188 Time 1,651,157 1,442,505 Total deposits $ 13,515,232 $ 11,546,761 Short-term borrowings 112,970 162,942 Long-term debt 44,842 29,644 Subordinated debt, net 141,943 121,201 Junior subordinated debt 111,621 101,196 Other liabilities 283,007 298,781 Total liabilities $ 14,209,615 $ 12,260,525 Stockholders’ equity Preferred stock, $ 0.01 par value. 2,500,000 shares authorized $ - $ - Common stock, $ 0.01 par value. 100,000,000 shares authorized; 59,083,155 and 53,974,492 shares issued, respectively 591 540 Additional paid-in-capital 962,868 742,810 Retained earnings 1,125,589 1,100,209 Accumulated other comprehensive loss ( 109,488 ) ( 142,098 ) Common stock in treasury, at cost, 6,705,868 and 6,779,975 shares, respectively ( 174,394 ) ( 175,320 ) Total stockholders’ equity $ 1,805,166 $ 1,526,141 Total liabilities and stockholders’ equity $ 16,014,781 $ 13,786,666 See accompanying notes to unaudited interim consolidated financial statements. 4 Table of Contents NBT Bancorp Inc. and Subsidiaries Consolidated Statements of Income (unaudited) Three Months Ended June 30, Six Months Ended June 30 , (In thousands, except per share data) 2025 2024 2025 2024 Interest, fee and dividend income Interest and fees on loans $ 158,912 $ 136,606 $ 296,964 $ 269,752 Securities available for sale 11,609 7,562 21,871 14,686 Securities held to maturity 4,870 5,190 9,784 10,493 Other 2,186 1,408 3,362 2,772 Total interest, fee and dividend income $ 177,577 $ 150,766 $ 331,981 $ 297,703 Interest expense Deposits $ 48,219 $ 46,688 $ 90,807 $ 91,027 Short-term borrowings 1,046 2,899 1,912 6,320 Long-term debt 296 291 562 581 Subordinated debt 2,001 1,806 3,823 3,606 Junior subordinated debt 1,795 1,908 3,434 3,821 Total interest expense $ 53,357 $ 53,592 $ 100,538 $ 105,355 Net interest income $ 124,220 $ 97,174 $ 231,443 $ 192,348 Provision for loan losses 17,835 8,899 25,389 14,478 Net interest income after provision for loan losses $ 106,385 $ 88,275 $ 206,054 $ 177,870 Noninterest income Service charges on deposit accounts $ 4,578 $ 4,219 $ 8,821 $ 8,336 Card services income 6,077 5,587 11,394 10,782 Retirement plan administration fees 15,710 14,798 31,568 29,085 Wealth management 10,678 10,173 21,624 19,870 Insurance services 4,097 3,848 8,858 8,236 Bank owned life insurance income 2,180 1,834 5,577 4,186 Net securities gains (losses) 112 ( 92 ) 8 2,091 Other 3,500 2,865 6,534 6,038 Total noninterest income $ 46,932 $ 43,232 $ 94,384 $ 88,624 Noninterest expense Salaries and employee benefits $ 64,155 $ 55,393 $ 124,849 $ 111,097 Technology and data services 10,804 9,249 21,042 18,999 Occupancy 9,038 7,671 18,065 15,769 Professional fees and outside services 5,021 4,565 9,973 9,418 Office supplies and postage 1,871 1,804 3,813 3,669 FDIC assessment 1,820 1,667 3,514 3,402 Advertising 974 873 2,112 1,685 Amortization of intangible assets 3,042 2,133 5,153 4,301 Loan collection and other real estate owned, net 489 715 1,148 1,268 Acquisition expenses 17,180 - 18,401 - Other 8,216 5,518 14,440 11,753 Total noninterest expense $ 122,610 $ 89,588 $ 222,510 $ 181,361 Income before income tax expense $ 30,707 $ 41,919 $ 77,928 $ 85,133 Income tax expense 8,197 9,203 18,673 18,594 Net income $ 22,510 $ 32,716 $ 59,255 $ 66,539 Earnings per share Basic $ 0.45 $ 0.69 $ 1.21 $ 1.41 Diluted $ 0.44 $ 0.69 $ 1.21 $ 1.40 See accompanying notes to unaudited interim consolidated financial statements. 5 Table of Contents NBT Bancorp Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) (unaudited) Three Months Ended June 30, Six Months Ended June 30 , (In thousands) 2025 2024 2025 2024 Net income $ 22,510 $ 32,716 $ 59,255 $ 66,539 Other comprehensive income (loss), net of tax: Securities available for sale: Unrealized net holding gains (losses) arising during the period, gross $ 15,121 $ 1,556 $ 41,769 $ ( 3,736 ) Tax effect ( 3,781 ) ( 389 ) ( 10,443 ) 934 Unrealized net holding gains (losses) arising during the period, net $ 11,340 $ 1,167 $ 31,326 $ ( 2,802 ) Amortization of unrealized net gains for the reclassification of available for sale securities to held to maturity, gross $ 70 $ 91 $ 145 $ 187 Tax effect ( 17 ) ( 23 ) ( 36 ) ( 47 ) Amortization of unrealized net gains for the reclassification of available for sale securities to held to maturity, net $ 53 $ 68 $ 109 $ 140 Total securities available for sale, net $ 11,393 $ 1,235 $ 31,435 $ ( 2,662 ) Pension and other benefits: Amortization of prior service cost and actuarial losses, gross $ 307 $ 1,451 $ 631 $ 1,903 Tax effect ( 77 ) ( 363 ) ( 158 ) ( 476 ) Amortization of prior service cost and actuarial losses, net $ 230 $ 1,088 $ 473 $ 1,427 Decrease (increase) in unrecognized actuarial loss, gross $ 936 $ ( 1,000 ) $ 936 $ ( 1,000 ) Tax effect ( 234 ) 250 ( 234 ) 250 Decrease (increase) in unrecognized actuarial loss, net $ 702 $ ( 750 ) $ 702 $ ( 750 ) Total pension and other benefits, net $ 932 $ 338 $ 1,175 $ 677 Total other comprehensive income (loss) $ 12,325 $ 1,573 $ 32,610 $ ( 1,985 ) Comprehensive income $ 34,835 $ 34,289 $ 91,865 $ 64,554 See accompanying notes to unaudited interim consolidated financial statements. 6 Table of Contents NBT Bancorp Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Equity (unaudited) (In thousands, except share and per share data) Common Stock Additional Paid-in- Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Common Stock in Treasury Total Balance at March 31, 2025 $ 540 $ 740,865 $ 1,120,887 $ ( 121,813 ) $ ( 174,704 ) $ 1,565,775 Net income - - 22,510 - - 22,510 Cash dividends - $ 0.34 per share - - ( 17,808 ) - - ( 17,808 ) Issuance of 5,108,663 shares of common stock for acquisition 51 221,716 - - - 221,767 Net issuance of 13,218 shares to employee and other stock plans - ( 586 ) - - 310 ( 276 ) Stock-based compensation - 873 - - - 873 Other comprehensive income - - - 12,325 - 12,325 Balance at June 30 , 2025 $ 591 $ 962,868 $ 1,125,589 $ ( 109,488 ) $ ( 174,394 ) $ 1,805,166 Balance at March 31, 2024 $ 540 $ 740,792 $ 1,040,563 $ ( 164,492 ) $ ( 175,988 ) $ 1,441,415 Net income - - 32,716 - - 32,716 Cash dividends - $ 0.32 per share - - ( 15,092 ) - - ( 15,092 ) Purchase of 5,700 treasury shares - - - - ( 188 ) ( 188 ) Net issuance of 16,054 shares to employee and other stock plans - ( 766 ) - - 390 ( 376 ) Stock-based compensation - 1,907 - - - 1,907 Other comprehensive income - - - 1,573 - 1,573 Balance at June 30 , 2024 $ 540 $ 741,933 $ 1,058,187 $ ( 162,919 ) $ ( 175,786 ) $ 1,461,955 (In thousands, except share and per share data) Common Stock Additional Paid-in- Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Common Stock in Treasury Total Balance at December 31 , 2024 $ 540 $ 742,810 $ 1,100,209 $ ( 142,098 ) $ ( 175,320 ) $ 1,526,141 Net income - - 59,255 - - 59,255 Cash dividends - $ 0.68 per share - - ( 33,875 ) - - ( 33,875 ) Issuance of 5,108,663 shares of common stock for acquisition 51 221,716 - - - 221,767 Net issuance of 74,107 shares to employee and other stock plans - ( 4,705 ) - - 926 ( 3,779 ) Stock-based compensation - 3,047 - - - 3,047 Other comprehensive income - - - 32,610 - 32,610 Balance at June 30 , 2025 $ 591 $ 962,868 $ 1,125,589 $ ( 109,488 ) $ ( 174,394 ) $ 1,805,166 Balance at December 31, 2023 $ 540 $ 740,943 $ 1,021,831 $ ( 160,934 ) $ ( 176,689 ) $ 1,425,691 Net income - - 66,539 - - 66,539 Cash dividends - $ 0.64 per share - - ( 30,183 ) - - ( 30,183 ) Purchase of 7,600 treasury shares - - - - ( 251 ) ( 251 ) Net issuance of 63,070 shares to employee and other stock plans - ( 3,201 ) - - 1,154 ( 2,047 ) Stock-based compensation - 4,191 - - - 4,191 Other comprehensive (loss) - - - ( 1,985 ) - ( 1,985 ) Balance at June 30 , 2024 $ 540 $ 741,933 $ 1,058,187 $ ( 162,919 ) $ ( 175,786 ) $ 1,461,955 See accompanying notes to unaudited interim consolidated financial statements. 7 Table of Contents NBT Bancorp Inc. and Subsidiaries Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 30, (In thousands) 2025 2024 Operating activities Net income $ 59,255 $ 66,539 Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses 25,389 14,478 Depreciation and amortization of premises and equipment 6,193 5,721 Net amortization on securities 917 1,305 Amortization of intangible assets 5,153 4,301 Amortization of operating lease right-of-use assets 4,088 3,729 Excess tax benefit on stock-based compensation ( 419 ) ( 135 ) Stock-based compensation expense 3,047 4,191 Bank owned life insurance income ( 5,577 ) ( 4,186 ) Amortization of subordinated debt issuance costs 199 219 Proceeds from sale of loans held for sale 173,409 51,664 Originations of loans held for sale ( 167,816 ) ( 51,139 ) Net gain on sale of loans held for sale ( 313 ) ( 72 ) Net securities (gains) ( 8 ) ( 2,091 ) Net gains on sale of other real estate owned ( 83 ) - Net change in other assets and other liabilities ( 14,952 ) ( 7,261 ) Net cash provided by operating activities $ 88,482 $ 87,263 Investing activities Net cash provided by (used in) acquisitions $ 38,597 $ ( 743 ) Securities available for sale: Proceeds from maturities, calls and principal paydowns 90,172 54,196 Proceeds from sales 254,468 2,284 Purchases ( 202,260 ) ( 66,970 ) Securities held to maturity: Proceeds from maturities, calls and principal paydowns 81,258 85,547 Purchases ( 45,167 ) ( 59,856 ) Equity securities: Proceeds from sales 491 - Purchases - ( 16 ) Other: Net increase in loans ( 483 ) ( 212,351 ) Proceeds from Federal Reserve and Federal Home Loan Bank stock redemption 30,216 51,481 Purchases of Federal Reserve and Federal Home Loan Bank stock ( 26,991 ) ( 43,934 ) Proceeds from settlement of bank owned life insurance 4,330 608 Purchases of premises and equipment, net ( 6,031 ) ( 3,804 ) Proceeds from sales of other real estate owned 135 - Net cash provided by (used in) investing activities $ 218,735 $ ( 193,558 ) Financing activities Net increase in deposits $ 104,422 $ 302,465 Net decrease in short-term borrowings ( 92,972 ) ( 161,948 ) Repayments of long-term debt ( 25,078 ) ( 75 ) Cash paid by employer for tax-withholding on stock issuance ( 2,207 ) ( 1,382 ) Purchase of treasury stock - ( 251 ) Cash dividends ( 33,875 ) ( 30,183 ) Net cash (used in) provided by financing activities $ ( 49,710 ) $ 108,626 Net increase in cash and cash equivalents $ 257,507 $ 2,331 Cash and cash equivalents at beginning of period 284,056 205,189 Cash and cash equivalents at end of period $ 541,563 $ 207,520 8 Table of Contents NBT Bancorp Inc. and Subsidiaries Consolidated Statements of Cash Flows (unaudited) (continued) Six Months Ended June 30, 2025 2024 Supplemental disclosure of cash flow information Cash paid during the period for: Interest expense $ 99,802 $ 108,183 Income taxes paid, net of refund 16,325 9,213 Noncash investing activities: Loans transferred to other real estate owned $ 215 $ 74 Acquisitions: Fair value of assets acquired, excluding acquired cash and goodwill $ 2,087,439 $ 693 Fair value of liabilities assumed 1,997,253 - See accompanying notes to unaudited interim consolidated financial statements. 9 Table of Contents NBT Bancorp Inc. and Subsidiaries Notes to Unaudited Interim Consolidated Financial Statements June 30, 2025 1. Description of Business NBT Bancorp Inc. is a registered financial holding company incorporated in the state of Delaware in 1986, with its principal headquarters located in Norwich, New York. The principal assets of NBT Bancorp Inc. consist of all of the outstanding shares of common stock of its subsidiaries, including: NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc. (“NBT Financial”), NBT Holdings, Inc. (“NBT Holdings”), CNBF Capital Trust I, NBT Statutory Trust I, NBT Statutory Trust II, Alliance Financial Capital Trust I, Alliance Financial Capital Trust II and Evans Capital Trust I (collectively, the “Trusts”) . The principal sources of revenue for NBT Bancorp Inc. are the management fees and dividends it receives from the Bank, NBT Financial and NBT Holdings. Collectively, NBT Bancorp Inc. and its subsidiaries are referred to herein as (the “Company”). The Company’s business, primarily conducted through the Bank, consists of providing commercial banking, retail banking and wealth management services primarily to customers in its market area, which includes upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut. The Company has been, and intends to continue to be, a community-oriented financial institution offering a variety of financial services. The Company’s business philosophy is to operate as a community bank with local decision-making, providing a broad array of banking and financial services to retail, commercial and municipal customers. On May 2, 2025, the Company completed the acquisition of Evans Bancorp, Inc. (“Evans”). Evans was headquartered in Williamsville, New York. Evans Bank, National Association (“Evans Bank”), was a federally-chartered national banking association operating 18 banking locations in Western New York. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements include the accounts of NBT Bancorp Inc. and its wholly-owned subsidiaries mentioned above. 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 U.S. generally accepted accounting principles (“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 Securities and Exchange Commission (“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 2024 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 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 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results may differ from those estimates and such differences could be material to the financial statements. Estimates associated with the allowance for credit losses are particularly susceptible to material change in the near term. 3. Recent Accounting Pronouncements Accounting Standards Issued Not Yet Adopted In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures , in response to requests from investors, lenders, creditors and other allocators of capital for enhanced income tax disclosures to support capital allocation decisions. The ASU requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information to help investors better assess how the Company’s operations and related tax risks and tax planning and operational opportunities affect the Company’s tax rate and prospects for future cash flows. The ASU 2023-09 improves the transparency of income tax disclosures. The amendments in this ASU are effective for the Company for annual periods beginning after December 15, 2024, and should be applied on a prospective basis. Retrospective application and early adoption are permitted. Aside from complying with the new disclosure requirements, the adoption is not expected to have a material impact on the consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , that addresses longstanding investor requests for more information regarding expenses included in the expense captions presented on the face of the income statement. The ASU will require a tabular disclosure that disaggregates certain income statement expenses including employee compensation, depreciation and intangible asset amortization. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which revises the effective date of ASU 2024-03. The ASU will become effective in the annual reporting periods beginning after December 15, 2026, and early adoption is permitted. Aside from complying with the new disclosure requirements, the adoption is not expected to have a material impact on the consolidated financial statements. 10 Table of Contents 4. Acquisitions Evans Bancorp, Inc. On May 2, 2025 , the Company completed the acquisition of Evans through the merger of Evans with and into the Company, with the Company surviving the merger. Total consideration for the acquisition was $ 221.8 million in common stock. Evans, with assets of $ 2.19 billion at December 31, 2024, was headquartered in Williamsville, New York. Its primary subsidiary, Evans Bank, was a federally-chartered national banking association operating 18 banking locations in Western New York. The acquisition enhances the Company’s presence in Western New York, including the Buffalo and Rochester communities. In connection with the acquisition, the Company issued 5.1 million shares of common stock and acquired approximately $ 130.4 million of identifiable net assets. Preliminary goodwill of $ 91.4 million was recognized as a result of the merger and is not amortizable or deductible for tax purposes. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since May 2, 2025. As a result of the full integration of the operations of Evans, it is not practicable to determine all revenue or net income included in the Company’s operating results relating to Evans since the date of acquisition as Evans results cannot be separately identified. The acquisition of Evans is being accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805 ”), 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. 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 Evans. Accrued income taxes and deferred taxes associated with the Evans acquisition were recorded on a provisional basis and could vary from the actual recorded balance once tax provisions and returns are finalized. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed: May 2, 2025 (In thousand s) Evans Bancorp, Inc. Consideration: Cash paid to shareholders (fractional shares) $ 25 Common stock issuance 221,767 Total net consideration $ 221,792 Recognized amounts of identifiable assets acquired and (liabilities) assumed: Cash and cash equivalents $ 40,197 Securities available for sale 255,487 Securities held to maturity 3,494 Loans, net of allowance for credit losses on purchased credit deteriorated loans 1,665,712 Premises and equipment, net 15,069 Core deposit intangibles 33,240 Bank owned life insurance 44,100 Other assets 70,337 Total identifiable assets acquired $ 2,127,636 Deposits $ ( 1,864,049 ) Borrowings ( 113,712 ) Other liabilities ( 19,492 ) Total liabilities assumed $ ( 1,997,253 ) Total identifiable assets, net $ 130,383 Goodwill $ 91,409 11 Table of Contents The following is a description of the valuation methodologies used to estimate the fair values of major categories of assets acquired and liabilities assumed. The 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 (“AFS”) - The estimated fair value of the AFS investment portfolio was primarily determined using quoted market prices and dealer quotes. The investment securities were sold immediately after the merger and no gains or losses were recorded. Securities held to maturity (“HTM”) - The estimated fair value of the HTM investment portfolio, which consisted of local municipal securities, was retained at par, which is estimated to be equal to fair value. Loans - The estimated fair value of loans were based on a discounted cash flow methodology applied on a pooled basis. Loans were first segmented by purchased credit deteriorated (“PCD”) or non-purchased credit deteriorated (“non-PCD”) status, and then further grouped according to Federal Deposit Insurance Corporation (“FDIC”) call report segmentation. The valuation considered key loan characteristics including loan type, term, rate, payment schedule and loan performance attributes. Assumptions related to prepayment speeds, probability of default (“PD”) and loss given default (“LGD”) were also considered. The discount rates applied were based on a build-up approach factoring in 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. The valuation incorporated assumptions related to account retention, discount rates, deposit interest rates, deposit maintenance costs and alternative funding rates. Deposits - The fair value of noninterest bearing demand deposits, interest-bearing checking, money market and savings deposit accounts were assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. Certificate of deposit (“CD”) (time deposit accounts) were valued at the present value of the certificates’ expected contractual payments discounted at market rates for similar certificates which approximates carrying value. Borrowings - The estimated fair value of short-term borrowings was determined to approximate stated value. Long-term debt, subordinated debt and junior subordinated debt were 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. Non-PCD loans had an allowance established on acquisition date, which is recognized as an expense through the provision for credit losses. For PCD loans, an allowance is recognized by adding it to the fair value of the loan, which is the amortized cost. 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 $ 13.0 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 thousand s) PCD Loans Par value of PCD loans at acquisition $ 336,398 Allowance for credit losses at acquisition 7,726 Discount at acquisition ( 36,584 ) Fair value of PCD loans at acquisition $ 307,540 Direct costs related to the acquisition were expensed as incurred. Acquisition integration-related expenses were $ 17.2 million and $ 18.4 million during the three and six months ended June 30, 2025 , 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 flow. 12 Table of Contents Supplemental Pro Forma Financial Information (Unaudited) The following table presents certain unaudited pro forma financial information for illustrative purposes only, for the three and six months ended June 30, 2025 and 2024, as if Evans had been acquired on January 1, 2024. This unaudited pro forma information combines the historical results of Evans 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) Pro Forma (Unaudited) Three Months Ended June 30, Six Months Ended June 30, (In thousand s,) 2025 2024 2025 2024 Total revenue, net of interest expense $ 177,453 $ 160,074 $ 349,366 $ 316,814 Net income 12,930 37,247 52,859 73,407 Other Acquisitions In November 2024, the Company, through its subsidiary, NBT Bank, National Association, completed its acquisition of certain assets of PACO, Inc, a third -party administration business based in West Des Moines, Iowa for a total consideration of $ 3.3 million . As part of the acquisition the Company recorded goodwill of $ 0.7 million and $ 2.9 million contingent considerations recorded in other liabilities on the consolidated balance sheets as of December 31, 2024. 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 . Karl W. Reynard, Inc. was a 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. The operating results of the acquired companies are included in the consolidated results after the date of acquisition. 5. Securities The amortized cost, estimated fair value and unrealized gains (losses) of AFS securit ies are as follows: (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value As of June 30 , 2025 U.S. treasury $ 104,095 $ 34 $ ( 3,920 ) $ 100,209 Federal agency 248,330 - ( 21,708 ) 226,622 State & municipal 93,556 1 ( 5,524 ) 88,033 Mortgage-backed: Government-sponsored enterprises 460,203 837 ( 30,288 ) 430,752 U.S. government agency securities 112,183 373 ( 4,295 ) 108,261 Collateralized mortgage obligations: Government-sponsored enterprises 613,607 1,210 ( 32,928 ) 581,889 U.S. government agency securities 181,822 73 ( 24,056 ) 157,839 Corporate 38,498 - ( 2,675 ) 35,823 Total AFS securities $ 1,852,294 $ 2,528 $ ( 125,394 ) $ 1,729,428 As of December 31 , 2024 U.S. treasury $ 108,838 $ 59 $ ( 6,107 ) $ 102,790 Federal agency 248,348 - ( 29,831 ) 218,517 State & municipal 95,457 - ( 7,967 ) 87,490 Mortgage-backed: Government-sponsored enterprises 435,825 2 ( 41,528 ) 394,299 U.S. government agency securities 76,528 9 ( 6,471 ) 70,066 Collateralized mortgage obligations: Government-sponsored enterprises 546,685 142 ( 42,831 ) 503,996 U.S. government agency securities 179,136 39 ( 26,683 ) 152,492 Corporate 48,482 - ( 3,468 ) 45,014 Total AFS securities $ 1,739,299 $ 251 $ ( 164,886 ) $ 1,574,664 There was no allowance for credit losses on AFS securities as of June 30, 2025 and December 31, 2024. 13 Table of Contents During the three and six months ended June 30, 2025, there were no gains or losses reclassified out of accumulated other comprehensive income (loss) (“AOCI”) and into earnings. During the three months ended June 30, 2024, there were no gains or losses reclassified out of AOCI and into earnings. During the six months ended June 30, 2024, the Company sold a 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 follows: (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value As of June 30 , 2025 Federal agency $ 100,000 $ - $ ( 12,829 ) $ 87,171 Mortgage-backed: Government-sponsored enterprises 198,957 - ( 27,343 ) 171,614 U.S. government agency securities 14,105 1 ( 51 ) 14,055 Collateralized mortgage obligations: Government-sponsored enterprises 158,778 88 ( 8,183 ) 150,683 U.S. government agency securities 59,142 - ( 10,091 ) 49,051 State & municipal 278,682 2 ( 15,871 ) 262,813 Total HTM securities $ 809,664 $ 91 $ ( 74,368 ) $ 735,387 As of December 31 , 2024 Federal agency $ 100,000 $ - $ ( 16,656 ) $ 83,344 Mortgage-backed: Government-sponsored enterprises 208,579 - ( 34,349 ) 174,230 U.S. government agency securities 15,611 1 ( 516 ) 15,096 Collateralized mortgage obligations: Government-sponsored enterprises 168,018 - ( 11,554 ) 156,464 U.S. government agency securities 60,906 - ( 11,245 ) 49,661 State & municipal 289,807 41 ( 18,698 ) 271,150 Total HTM securities $ 842,921 $ 42 $ ( 93,018 ) $ 749,945 At June 30, 2025 and December 31, 2024, all of the mortgaged-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, 2025 and 2024. AFS and HTM securities with amortized costs totaling $ 1.76 billion at June 30, 2025 and $ 1.60 billion at December 31, 2024, were pledged to secure public deposits and for other purposes required or permitted by law. Additionally, at June 30, 2025 and December 31, 2024, AFS and HTM securities with an amortized cost of $ 219.5 million and $ 234.2 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, (In thousands) 2025 2024 Net gains (losses) recognized on equity securities $ 112 $ ( 92 ) Less: Net gains (losses) recognized on equity securities sold during the period ( 35 ) - Unrealized gains (losses) recognized on equity securities still held $ 147 $ ( 92 ) Six Months Ended June 30, (In thousands) 2025 2024 Net gains (losses) recognized on equity securities $ 8 $ ( 193 ) Less: Net gains (losses) recognized on equity securities sold during the period ( 35 ) - Unrealized gains (losses) recognized on equity securities still held $ 43 $ ( 193 ) As of June 30, 2025 and December 31, 2024, 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 areas of credit concern as of June 30, 2025 and 2024. 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, 2025 and 2024. 14 Table of Contents The following table sets forth information with regard to contractual maturities of debt securities at June 30, 2025: (In thousands) Amortized Cost Estimated Fair Value AFS debt securities: Within one year $ 90,827 $ 89,677 From one to five years 632,475 594,417 From five to ten years 221,923 208,864 After ten years 907,069 836,470 Total AFS debt securities $ 1,852,294 $ 1,729,428 HTM debt securities: Within one year $ 92,748 $ 92,656 From one to five years 198,559 187,673 From five to ten years 151,189 135,999 After ten years 367,168 319,059 Total HTM debt securities $ 809,664 $ 735,387 Maturities 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. 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, 2025 and December 31, 2024. 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 were in a continuous unrealized loss position: Less Than 12 Months 12 Months or Longer Total (In thousands) Fair Value Unrealized Losses Number of Positions Fair Value Unrealized Losses Number of Positions Fair Value Unrealized Losses Number of Positions As of June 30 , 2025 AFS securities: U.S. treasury $ - $ - - $ 95,173 $ ( 3,920 ) 5 $ 95,173 $ ( 3,920 ) 5 Federal agency - - - 226,622 ( 21,708 ) 16 226,622 ( 21,708 ) 16 State & municipal - - - 87,272 ( 5,524 ) 65 87,272 ( 5,524 ) 65 Mortgage-backed 34,785 ( 218 ) 7 350,950 ( 34,365 ) 146 385,735 ( 34,583 ) 153 Collateralized mortgage obligations 113,346 ( 489 ) 13 468,427 ( 56,495 ) 112 581,773 ( 56,984 ) 125 Corporate - - - 35,823 ( 2,675 ) 13 35,823 ( 2,675 ) 13 Total securities with unrealized losses $ 148,131 $ ( 707 ) 20 $ 1,264,267 $ ( 124,687 ) 357 $ 1,412,398 $ ( 125,394 ) 377 HTM securities: Federal agency $ - $ - - $ 87,171 $ ( 12,829 ) 4 $ 87,171 $ ( 12,829 ) 4 Mortgage-backed 11,031 ( 4 ) 1 174,596 ( 27,390 ) 33 185,627 ( 27,394 ) 34 Collateralized mortgage obligation - - - 193,085 ( 18,274 ) 49 193,085 ( 18,274 ) 49 State & municipal 10,812 ( 171 ) 12 157,826 ( 15,700 ) 171 168,638 ( 15,871 ) 183 Total securities with unrealized losses $ 21,843 $ ( 175 ) 13 $ 612,678 $ ( 74,193 ) 257 $ 634,521 $ ( 74,368 ) 270 As of December 31 , 2024 AFS securities: U.S. treasury $ - $ - - $ 92,737 $ ( 6,107 ) 5 $ 92,737 $ ( 6,107 ) 5 Federal agency - - - 218,517 ( 29,831 ) 16 218,517 ( 29,831 ) 16 State & municipal 759 ( 4 ) 1 86,731 ( 7,963 ) 66 87,490 ( 7,967 ) 67 Mortgage-backed 95,153 ( 1,374 ) 16 368,589 ( 46,625 ) 152 463,742 ( 47,999 ) 168 Collateralized mortgage obligations 98,494 ( 1,128 ) 14 480,891 ( 68,386 ) 116 579,385 ( 69,514 ) 130 Corporate 1,478 ( 9 ) 1 43,536 ( 3,459 ) 14 45,014 ( 3,468 ) 15 Total securities with unrealized losses $ 195,884 $ ( 2,515 ) 32 $ 1,291,001 $ ( 162,371 ) 369 $ 1,486,885 $ ( 164,886 ) 401 HTM securities: Federal agency $ - $ - - $ 83,344 $ ( 16,656 ) 4 $ 83,344 $ ( 16,656 ) 4 Mortgage-backed - - - 189,271 ( 34,865 ) 34 189,271 ( 34,865 ) 34 Collateralized mortgage obligations 7,147 ( 7 ) 1 198,978 ( 22,792 ) 52 206,125 ( 22,799 ) 53 State & municipal 9,458 ( 107 ) 12 168,945 ( 18,591 ) 186 178,403 ( 18,698 ) 198 Total securities with unrealized losses $ 16,605 $ ( 114 ) 13 $ 640,538 $ ( 92,904 ) 276 $ 657,143 $ ( 93,018 ) 289 15 Table of Contents The Company does not believe the AFS securities that were in an unrealized loss position as of June 30, 2025 and December 31, 2024, which consisted of 377 and 401 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, 2025 and December 31, 2024, the majority of the AFS securities in an unrealized loss position consisted of debt securities issued by U.S. government agencies or U.S. government-sponsored enterprises that 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. Total gross unrealized losses were primarily attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the 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 securities before recovery of their amortized cost bases, which may be at maturity. The Company elected to exclude accrued interest receivable (“AIR”) from the amortized cost basis of debt securities. AIR on AFS debt securities totaled $ 5.1 million and $ 4.4 million at June 30, 2025 and December 31, 2024, respectively, and is excluded from the estimate of credit losses and 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, 2025 and December 31, 2024. There was no accrued interest reversed against interest income for the three and six months ended June 30, 2025 or the year ended December 31, 2024 as all securities remained in accrual status. In addition, there were no collateral-dependent HTM debt securities as of June 30, 2025 and December 31, 2024. There was no allowance for credit losses on HTM securities as of June 30, 2025 and December 31, 2024. As of June 30, 2025 and December 31, 2024, 66 % of the Company’s HTM debt securities were issued by U.S. government agencies or U.S. government-sponsored enterprises with bond ratings of A to AAA. 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, 2025 and December 31, 2024. The remaining HTM debt securities at June 30, 2025 and December 31, 2024 were comprised of state and municipal obligations with bond ratings of A to AAA excluding the $ 89.1 million and $ 84.7 million, respectively, of local municipal bonds which are not rated. Based on the Company’s current expected credit losses (“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 June 30, 2025 and December 31, 2024. AIR on HTM debt securities totaled $ 4.4 million at June 30, 2025 and December 31, 2024 and is excluded from the estimate of credit losses and reported in the other assets financial statement line. 6. Loans A summary of loans, net of deferred fees and origination costs, by category (1) is as follows: (In thousands) June 30, 2025 December 31, 2024 Commercial & industrial $ 1,692,335 $ 1,426,482 Commercial real estate 4,800,494 3,876,698 Residential real estate 2,530,344 2,142,249 Home equity 423,355 334,268 Indirect auto 1,319,401 1,273,253 Residential solar 780,865 820,079 Other consumer 77,886 96,881 Total loans $ 11,624,680 $ 9,969,910 (1) Loans are summarized by business line which does not align to how the Company assesses credit risk in the allowance for credit losses under CECL. Included in the above loans are net deferred loan origination (fees) costs totaling $( 48.0 ) million and $( 64.7 ) million at June 30, 2025 and December 31, 2024, respectively. 16 Table of Contents 7. Allowance for Credit Losses and Credit Quality of Loans The allowance for credit losses totaled $ 140.2 million at June 30, 2025, compared to $ 116.0 million at December 31, 2024. The allowance for credit losses as a percentage of loans was 1.21 % at June 30, 2025, compared to 1.16 % at December 31, 2024. 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. During the second quarter of 2025, the Company included an additional downside scenario with stagflation conditions, which is characterized as an economic environment where inflation rises alongside unemployment. Stagflation was identified as an emerging risk as tariff policies begin to impact the economy . The quantitative model as of June 30, 2025 incorporated a baseline economic outlook along with an alternative upside scenario and two equally weighted downside scenarios, recessionary conditions and stagflation, sourced from a reputable third-party to accommodate other potential economic conditions in the model. At June 30, 2025, the weightings were 70%, 5% and 25% for the baseline, upside and downside economic forecast scenarios, respectively. The baseline outlook reflected an economic environment where the Northeast unemployment rate increases from 4.3% to 4.8% during the forecast period. National Gross Domestic Product (“GDP’s”) annualized growth (on a quarterly basis) is expected to start the third quarter of 2025 at approximately 0.6% and increase to 1.6% by 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 and the economy remaining at full employment. The alternative upside scenario assumes improved economic conditions from the baseline outlook. Under this scenario, Northeast unemployment falls from 4.3% in the second quarter of 2025 to 3.7% in the fourth quarter of 2025 and eventually settles at 4.1% by the end of the forecast period. The alternative downside scenario with recessionary conditions assumes deteriorated economic conditions from the baseline outlook. Under this scenario, Northeast unemployment rises from 4.3% in the second quarter of 2025 to a peak of 7.7% in the third quarter of 2026. The alternative downside stagflation scenario assumes deteriorated economic conditions from the baseline outlook. Under this scenario, Northeast unemployment rises from 4.3% in the second quarter of 2025 to 5.8% by the end of the forecast period in the fourth quarter of 2026, with a peak Northeast unemployment rate of 8.1% in the third quarter of 2027. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of June 30, 2025. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools, reversion adjustments for the stagflation scenario 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 March 31, 2025 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, 2025, the weightings were 75% and 25% for the baseline and downside economic forecasts, respectively. The baseline outlook reflected an economic environment where the unemployment rate increases from 4.1% to 4.4% during the forecast period. Northeast GDP’s annualized growth (on a quarterly basis) is expected to start the second quarter of 2025 at approximately 5% and decrease to 3.9% before increasing to 4.1% by 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 and the economy remaining at full employment. The alternative downside scenario assumed deteriorated economic conditions from the baseline outlook. Under this scenario, national unemployment rises from 4.1% in the first quarter of 2025 to a peak of 7.6% in the second quarter of 2026. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of March 31, 2025. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools and recent trends in asset value indices. Additional monitoring for industry concentrations, loan growth and policy exceptions was also conducted. During the first quarter of 2025, the Company performed an annual update to its econometric, PD/LGD models. Segment specific, multi-variate regression model inputs and assumptions were updated and recent period observed losses and behavior were incorporated into the models (“model refreshment”). The incorporation of recent observations did not have a material impact on most loan class segments except for the Auto class segment which resulted in an improvement in PD/LGD outcomes. The total allowance decreased by approximately 3% as of March 31, 2025 due to the model refreshment. The quantitative model as of December 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 December 31, 2024, the weightings were 80% and 20% for the baseline and downside economic forecasts, respectively. The baseline outlook reflected a Northeast unemployment rate environment starting at 4.1% and increasing slightly during the forecast period to 4.2%. Northeast GDP’s annualized growth (on a quarterly basis) is expected to start the first quarter of 2025 at approximately 3.8% before decreasing to a low of 2.6% in the third quarter of 2025 and then increasing to 3.9% by the end of the forecast period. Key assumptions in the baseline economic outlook included two 25 basis point federal funds rate cuts in 2025, quantitative tightening ending in early 2025, a post-election fiscal outlook with lower spending, lower taxes, and higher tariffs, and the economy currently being near full employment. The alternative downside scenario assumed deteriorated economic conditions from the baseline outlook. Under this scenario, Northeast unemployment increases to a peak of 7.5% in the first quarter of 2026. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of December 31, 2024. Additional qualitative 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. 17 Table of Contents There were $ 336.4 million of PCD loans acquired from Evans during the three and six months ended June 30, 2025 which resulted in an allowance for credit losses at acquisition of $ 7.7 million. There were no loans purchased with credit deterioration during the year ended December 31, 2024. During the six months ended June 30, 2025, the Company purchased $ 5.4 million of residential loans at a 4.4 % premium with a $ 58 thousand allowance for credit losses recorded for these loans. During 2024, the Company purchased $ 3.0 million of residential loans at a 7.0 % premium with a $ 31 thousand allowance for credit losses recorded for these loans. The Company made a policy election to report AIR in the other assets line item on the consolidated balance sheets. AIR on loans totaled $ 41.2 million at June 30, 2025 and $ 34.8 million at December 31, 2024 and with no estimated allowance for credit losses related to AIR as of June 30, 2025 and December 31, 2024 as it is excluded from amortized cost. The following tables present the activity in the allowance for credit losses by our portfolio segments: (In thousands) Commercial Loans Consumer Loans Residential Total Balance as of March 31, 2025 $ 48,730 $ 41,696 $ 26,574 $ 117,000 Allowance for credit loss on PCD acquired loans 7,355 - 371 7,726 Charge-offs ( 533 ) ( 3,837 ) ( 61 ) ( 4,431 ) Recoveries 409 1,566 95 2,070 Provision 10,060 1,444 6,331 17,835 Ending balance as of June 30, 2025 $ 66,021 $ 40,869 $ 33,310 $ 140,200 Balance as of March 31, 2024 $ 44,472 $ 47,419 $ 23,409 $ 115,300 Charge-offs ( 299 ) ( 5,328 ) - ( 5,627 ) Recoveries 292 1,559 77 1,928 Provision 2,243 4,268 2,388 8,899 Ending balance as of June 30 , 2024 $ 46,708 $ 47,918 $ 25,874 $ 120,500 (In thousands) Commercial Loans Consumer Loans Residential Total Balance as of December 31, 2024 $ 45,453 $ 43,987 $ 26,560 $ 116,000 Allowance for credit loss on PCD acquired loans 7,355 - 371 7,726 Charge-offs ( 2,755 ) ( 9,713 ) ( 118 ) ( 12,586 ) Recoveries 516 2,972 183 3,671 Provision 15,452 3,623 6,314 25,389 Ending balance as of June 30 , 2025 $ 66,021 $ 40,869 $ 33,310 $ 140,200 Balance as of December 31 , 2023 $ 45,903 $ 46,427 $ 22,070 $ 114,400 Charge-offs ( 1,284 ) ( 10,909 ) ( 114 ) ( 12,307 ) Recoveries 490 3,210 229 3,929 Provision 1,599 9,190 3,689 14,478 Ending balance as of June 30 , 2024 $ 46,708 $ 47,918 $ 25,874 $ 120,500 The allowance for credit losses as of June 30, 2025 increased compared to the allowance estimates as of December 31, 2024 and June 30, 2024 primarily due to the recording of $ 20.7 million of allowance for acquired Evans loans as of the acquisition date, which included both the $ 13.0 million of non-PCD allowance recognized through the provision for loan losses and the $ 7.7 million of PCD allowance reclassified from loans. In addition, the allowance for credit losses increased due to deterioration in the economic forecast including the change in the forecast scenarios and weightings, partially offset by model refreshment and the shift in loan composition driven by other consumer and residential solar portfolios that are in a planned run-off status . Individually Evaluated Loans The threshold for evaluating classified, Commercial & Industrial (“C&I”) and Commercial Real Estate (“CRE”) loans risk graded substandard or doubtful, and nonperforming loans specifically evaluated for individual credit loss is $ 1.0 million. As of June 30, 2025, six newly acquired relationships from Evans were identified for individual credit loss evaluation which had an amortized cost basis of $ 14.3 million. These relationships were in nonaccrual status with no allowance for credit loss. As of December 31, 2024, three relationships were identified for individual credit loss evaluation, had an amortized cost basis of $ 28.8 millio n and were in nonaccrual status with no allowance for credit loss. The decrease in the amortized cost basis of individually evaluated loans from December 31, 2024 to June 30, 2025 was primarily attributed to the three relationships resolving through payoff or transfer to other assets in the second quarter of 2025, partially offset by the addition of the previously mentioned six newly acquired relationships from Evans which had and amortized cost basis of $ 14.3 million. 18 Table of Contents The following table sets forth information with regard to past due and nonperforming loans by loan segment: (In thousands) 31-60 Days Past Due Accruing 61-90 Days Past Due Accruing Greater Than 90 Days Past Due Accruing Total Past Due Accruing Nonaccrual Current Recorded Total Loans As of June 30 , 2025 Commercial loans: C&I $ 1,190 $ 1,137 $ 33 $ 2,360 $ 1,759 $ 1,670,504 $ 1,674,623 CRE 7,861 1,017 - 8,878 18,781 4,592,332 4,619,991 Total commercial loans $ 9,051 $ 2,154 $ 33 $ 11,238 $ 20,540 $ 6,262,836 $ 6,294,614 Consumer loans: Auto $ 9,719 $ 1,850 $ 873 $ 12,442 $ 2,040 $ 1,279,399 $ 1,293,881 Residential solar 4,208 2,064 981 7,253 176 773,436 780,865 Other consumer 1,152 674 490 2,316 173 89,461 91,950 Total consumer loans $ 15,079 $ 4,588 $ 2,344 $ 22,011 $ 2,389 $ 2,142,296 $ 2,166,696 Residential $ 8,529 $ 1,329 $ 834 $ 10,692 $ 20,252 $ 3,132,426 $ 3,163,370 Total loans $ 32,659 $ 8,071 $ 3,211 $ 43,941 $ 43,181 $ 11,537,558 $ 11,624,680 (In thousands) 31-60 Days Past Due Accruing 61-90 Days Past Due Accruing Greater Than 90 Days Past Due Accruing Total Past Due Accruing Nonaccrual Current Recorded Total Loans As of December 31, 2024 Commercial loans: C&I $ 398 $ 452 $ - $ 850 $ 2,116 $ 1,427,247 $ 1,430,213 CRE 698 191 - 889 30,028 3,665,223 3,696,140 Total commercial loans $ 1,096 $ 643 $ - $ 1,739 $ 32,144 $ 5,092,470 $ 5,126,353 Consumer loans: Auto $ 11,527 $ 2,047 $ 900 $ 14,474 $ 2,054 $ 1,228,378 $ 1,244,906 Residential solar 4,066 1,991 1,599 7,656 212 812,211 820,079 Other consumer 1,552 985 888 3,425 263 105,529 109,217 Total consumer loans $ 17,145 $ 5,023 $ 3,387 $ 25,555 $ 2,529 $ 2,146,118 $ 2,174,202 Residential $ 3,360 $ 467 $ 2,411 $ 6,238 $ 11,146 $ 2,651,971 $ 2,669,355 Total loans $ 21,601 $ 6,133 $ 5,798 $ 33,532 $ 45,819 $ 9,890,559 $ 9,969,910 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, focusing on, among other things, borrower’s 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 For C&I and CRE loans, the Company uses a grading system that relies on quantifiable and measurable characteristics when available. This includes comparison of financial strength to available industry averages, comparison of transaction factors (loan terms and conditions) to loan policy and comparison of credit history to stated repayment terms and industry averages. Some grading factors are necessarily more subjective such as economic and industry factors, regulatory environment and management. C&I and CRE loans are graded Doubtful, Substandard, Special Mention and Pass. Doubtful - A Doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the asset, its classification as a loss is deferred. Doubtful borrowers are usually in default, lack adequate liquidity or capital and lack the resources necessary to remain an operating entity. Pending events can include mergers, acquisitions, liquidations, capital injections, the perfection of liens on additional collateral, the valuation of collateral and refinancing. Generally, pending events should be resolved within a relatively short period and the ratings will be adjusted based on the new information. Nonaccrual treatment is required for Doubtful assets because of the high probability of loss. 19 Table of Contents Substandard - Substandard loans have a high probability of payment default or they have other well-defined weaknesses. They require more intensive supervision by bank management. Substandard loans are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity or marginal capitalization. Repayment may depend on collateral or other credit risk mitigants. For some Substandard loans, the likelihood of full collection of interest and principal may be in doubt and those loans should be placed on nonaccrual. Although Substandard assets in the aggregate will have a distinct potential for loss, an individual asset’s loss potential does not have to be distinct for the asset to be rated Substandard. Special Mention - Special Mention loans have potential weaknesses that may, if not checked or corrected, weaken the asset or inadequately protect the Company’s position at some future date. These loans pose elevated risk, but their weakness does not yet justify a Substandard classification. Borrowers may be experiencing adverse operating trends (i.e., declining revenues or margins) or may be struggling with an ill-proportioned balance sheet (i.e., increasing inventory without an increase in sales, high leverage and/or tight liquidity). Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a Special Mention rating. Although a Special Mention loan has a higher PD than a Pass asset, its default is not imminent. Pass - Loans graded as Pass encompass all loans not graded as Doubtful, Substandard or Special Mention. Pass loans are in compliance with loan covenants and payments are generally made as agreed. Pass loans range from superior quality to fair quality. Pass loans also include any portion of a government guaranteed loan, including Paycheck Protection Program loans. Consumer and Residential Grading System Consumer and Residential loans are graded as either Nonperforming or Performing. Nonperforming - Nonperforming loans are loans that are (1) over 90 days past due and interest is still accruing or (2) on nonaccrual status. Performing - All loans not meeting any of the above criteria are considered Performing. 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, 2025, the Company recorded $ 0.3 million in overdrawn deposit accounts reported as 2024 originations and $ 0.2 million in overdrawn deposit accounts reported as 2025 originations. Included in other consumer gross charge-offs for the year ended December 31, 2024, the Company recorded $ 0.2 million in overdrawn deposit accounts reported as 2023 originations and $ 0.7 million in overdrawn deposit accounts reported as 2024 originations . (In thousands) 2025 2024 2023 2022 2021 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total As of June 30 , 2025 C&I By internally assigned grade: Pass $ 139,021 $ 259,544 $ 173,387 $ 174,017 $ 160,303 $ 195,002 $ 452,804 $ 967 $ 1,555,045 Special mention - 7,827 4,803 11,206 1,400 9,507 36,582 - 71,325 Substandard 10 2,364 3,169 4,531 3,838 1,846 32,226 130 48,114 Doubtful - - 82 50 7 - - - 139 Total C&I $ 139,031 $ 269,735 $ 181,441 $ 189,804 $ 165,548 $ 206,355 $ 521,612 $ 1,097 $ 1,674,623 Current-period gross charge-offs $ - $ - $ ( 132 ) $ ( 16 ) $ ( 25 ) $ ( 482 ) $ - $ - $ ( 655 ) CRE By internally assigned grade: Pass $ 167,358 $ 473,837 $ 473,593 $ 672,518 $ 602,447 $ 1,483,106 $ 370,254 $ 37,178 $ 4,280,291 Special mention 5,564 2,239 8,778 65,041 16,558 55,830 23,939 - 177,949 Substandard 1,982 13,957 11,303 12,323 17,977 102,426 1,783 - 161,751 Total CRE $ 174,904 $ 490,033 $ 493,674 $ 749,882 $ 636,982 $ 1,641,362 $ 395,976 $ 37,178 $ 4,619,991 Current-period gross charge-offs $ - $ - $ - $ - $ - $ ( 2,100 ) $ - $ - $ ( 2,100 ) Auto By payment activity: Performing $ 316,061 $ 457,230 $ 257,740 $ 181,044 $ 62,272 $ 16,621 $ - $ - $ 1,290,968 Nonperforming 82 779 1,017 635 291 109 - - 2,913 Total auto $ 316,143 $ 458,009 $ 258,757 $ 181,679 $ 62,563 $ 16,730 $ - $ - $ 1,293,881 Current-period gross charge-offs $ ( 31 ) $ ( 723 ) $ ( 774 ) $ ( 817 ) $ ( 413 ) $ ( 151 ) $ - $ - $ ( 2,909 ) Residential solar By payment activity: Performing $ 2,718 $ 2,333 $ 114,626 $ 383,594 $ 159,514 $ 116,923 $ - $ - $ 779,708 Nonperforming - - 126 568 337 126 - - 1,157 Total residential solar $ 2,718 $ 2,333 $ 114,752 $ 384,162 $ 159,851 $ 117,049 $ - $ - $ 780,865 Current-period gross charge-offs $ - $ - $ ( 417 ) $ ( 2,269 ) $ ( 615 ) $ ( 536 ) $ - $ - $ ( 3,837 ) Other consumer By payment activity: Performing $ 9,813 $ 10,047 $ 5,042 $ 7,402 $ 18,473 $ 19,011 $ 21,474 $ 25 $ 91,287 Nonperforming - 21 34 95 281 196 2 34 663 Total other consumer $ 9,813 $ 10,068 $ 5,076 $ 7,497 $ 18,754 $ 19,207 $ 21,476 $ 59 $ 91,950 Current-period gross charge-offs $ ( 235 ) $ ( 376 ) $ ( 4 ) $ ( 611 ) $ ( 1,107 ) $ ( 634 ) $ - $ - $ ( 2,967 ) Residential By payment activity: Performing $ 53,840 $ 227,700 $ 257,471 $ 426,613 $ 495,387 $ 1,324,813 $ 340,603 $ 15,857 $ 3,142,284 Nonperforming - 952 1,793 2,495 3,596 12,250 - - 21,086 Total residential $ 53,840 $ 228,652 $ 259,264 $ 429,108 $ 498,983 $ 1,337,063 $ 340,603 $ 15,857 $ 3,163,370 Current-period gross charge-offs $ - $ ( 16 ) $ ( 88 ) $ - $ - $ ( 14 ) $ - $ - $ ( 118 ) Total loans $ 696,449 $ 1,458,830 $ 1,312,964 $ 1,942,132 $ 1,542,681 $ 3,337,766 $ 1,279,667 $ 54,191 $ 11,624,680 Current-period gross charge-offs $ ( 266 ) $ ( 1,115 ) $ ( 1,415 ) $ ( 3,713 ) $ ( 2,160 ) $ ( 3,917 ) $ - $ - $ ( 12,586 ) 20 Table of Contents (In thousands) 2024 2023 2022 2021 2020 Prior Revolving Loans Amortized Cost Basis Revolving Loans Converted to Term Total As of December 31, 2024 C&I By internally assigned grade: Pass $ 255,824 $ 166,780 $ 180,095 $ 177,839 $ 118,826 $ 101,755 $ 349,443 $ 3,588 $ 1,354,150 Special mention 272 3,265 3,461 1,639 307 1,008 22,582 4,374 36,908 Substandard 2,419 3,895 2,183 1,555 173 3,878 23,231 1,751 39,085 Doubtful - 67 2 1 - - - - 70 Total C&I $ 258,515 $ 174,007 $ 185,741 $ 181,034 $ 119,306 $ 106,641 $ 395,256 $ 9,713 $ 1,430,213 Current-period gross charge-offs $ - $ ( 99 ) $ ( 1,063 ) $ ( 162 ) $ - $ ( 1,352 ) $ - $ - $ ( 2,676 ) CRE By internally assigned grade: Pass $ 414,835 $ 352,834 $ 550,682 $ 514,134 $ 414,737 $ 912,693 $ 314,574 $ 45,940 $ 3,520,429 Special mention 2,573 14,406 23,747 7,440 4,310 16,888 2,044 1,222 72,630 Substandard - 1,743 19,182 18,111 2,362 61,029 654 - 103,081 Total CRE $ 417,408 $ 368,983 $ 593,611 $ 539,685 $ 421,409 $ 990,610 $ 317,272 $ 47,162 $ 3,696,140 Current-period gross charge-offs $ - $ - $ - $ ( 2,366 ) $ - $ - $ - $ - $ ( 2,366 ) Auto By payment activity: Performing $ 557,817 $ 321,545 $ 238,232 $ 90,143 $ 19,931 $ 14,284 $ - $ - $ 1,241,952 Nonperforming 594 983 710 459 107 101 - - 2,954 Total auto $ 558,411 $ 322,528 $ 238,942 $ 90,602 $ 20,038 $ 14,385 $ - $ - $ 1,244,906 Current-period gross charge-offs $ ( 141 ) $ ( 1,478 ) $ ( 1,610 ) $ ( 837 ) $ ( 116 ) $ ( 347 ) $ - $ - $ ( 4,529 ) Residential solar By payment activity: Performing $ 4,381 $ 121,755 $ 398,030 $ 166,018 $ 56,612 $ 71,472 $ - $ - $ 818,268 Nonperforming - 213 869 488 80 161 - - 1,811 Total residential solar $ 4,381 $ 121,968 $ 398,899 $ 166,506 $ 56,692 $ 71,633 $ - $ - $ 820,079 Current-period gross charge-offs $ - $ ( 530 ) $ ( 4,441 ) $ ( 716 ) $ ( 201 ) $ ( 694 ) $ - $ - $ ( 6,582 ) Other consumer By payment activity: Performing $ 16,426 $ 6,685 $ 11,792 $ 27,045 $ 10,718 $ 15,881 $ 19,507 $ 12 $ 108,066 Nonperforming 12 43 207 433 209 202 15 30 1,151 Total other consumer $ 16,438 $ 6,728 $ 11,999 $ 27,478 $ 10,927 $ 16,083 $ 19,522 $ 42 $ 109,217 Current-period gross charge-offs $ ( 735 ) $ ( 330 ) $ ( 2,080 ) $ ( 4,271 ) $ ( 1,036 ) $ ( 912 ) $ - $ - $ ( 9,364 ) Residential By payment activity: Performing $ 188,657 $ 222,593 $ 369,473 $ 419,053 $ 246,867 $ 924,869 $ 265,351 $ 18,935 $ 2,655,798 Nonperforming 580 765 766 2,507 160 8,779 - - 13,557 Total residential $ 189,237 $ 223,358 $ 370,239 $ 421,560 $ 247,027 $ 933,648 $ 265,351 $ 18,935 $ 2,669,355 Current-period gross charge-offs $ - $ ( 34 ) $ - $ - $ - $ ( 177 ) $ - $ - $ ( 211 ) Total loans $ 1,444,390 $ 1,217,572 $ 1,799,431 $ 1,426,865 $ 875,399 $ 2,133,000 $ 997,401 $ 75,852 $ 9,969,910 Current-period gross charge-offs $ ( 876 ) $ ( 2,471 ) $ ( 9,194 ) $ ( 8,352 ) $ ( 1,353 ) $ ( 3,482 ) $ - $ - $ ( 25,728 ) 21 Table of Contents Allowance for Credit Losses on Off-Balance Sheet Credit Exposures The allowance for credit losses on unfunded commitments totaled $ 6.2 million as of June 30, 2025, compared to $ 4.4 million as of December 31, 2024. The reserve for unfunded loan commitments was $ 1.7 million for the three months ended June 30, 2025, compared to $( 0.4 ) million for the three months ended June 30, 2024 and was recorded within other noninterest expense in the unaudited interim consolidated statements of income. The reserve for unfunded loan commitments was $ 1.8 million for the six months ended June 30, 2025, compared to $( 0.8 ) million for the six months ended June 30, 2024, and was recorded within other noninterest expense in the unaudited interim consolidated statements of income. Included in the reserve for unfunded loan commitments for the three and six months ended June 30, 2025, was $ 0.5 million of acquisition-related provision for unfunded loan commitments due to the Evans acquisition. The increase is primarily related to increases in pipeline exposure and the Evans acquisition. Loan Modifications to Borrowers Experiencing Financial Difficulties When the Company modifies a loan with financial difficulty, such modifications generally include one or a combination of the following: an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; a change in scheduled payment amount; or principal forgiveness. The following tables show the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted: Three Months Ended June 30, 2025 Term Extension Combination - Term Extension and Interest Rate Reduction (Dollars in thousands) Amortized Cost % of Total Class of Financing Receivables Amortized Cost % of Total Class of Financing Receivables Residential $ 117 0.004 % $ 28 0.001 % Total $ 117 $ 28 Three Months Ended June 30, 2024 Term Extension Interest Rate Reduction (Dollars in thousands) Amortized Cost % of Total Class of Financing Receivables Amortized Cost % of Total Class of Financing Receivables Residential $ 184 0.007 % $ 30 0.001 % Total $ 184 $ 30 22 Table of Contents Six Months Ended June 30, 2025 Term Extension Combination - Term Extension and Interest Rate Reduction (Dollars in thousands) Amortized Cost % of Total Class of Financing Receivables Amortized Cost % of Total Class of Financing Receivables Residential $ 894 0.028 % $ 28 0.001 % Total $ 894 $ 28 Six Months Ended June 30, 2024 Term Extension Combination - Term Extension and Interest Rate Reduction (Dollars in thousands) Amortized Cost % of Total Class of Financing Receivables Amortized Cost % of Total Class of Financing Receivables Residential $ 478 0.018 % $ 30 0.001 % Total $ 478 $ 30 The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulties: Three Months Ended June 30, 2025 Loan Type Term Extension Interest Rate Reduction Residential Added a weighted-average 9.8 years to the life of loans, which reduced monthly payment amounts for the borrowers Interest Rates were reduced by an average of 0.62 % Three Months Ended June 30, 2024 Loan Type Term Extension Interest Rate Reduction Residential 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 1.0 % Six Months Ended June 30, 2025 Loan Type Term Extension Interest Rate Reduction Residential Added a weighted-average 7.5 years to the life of loans, which reduced monthly payment amounts for the borrowers Interest Rates were reduced by an average of 0.62 % Six Months Ended June 30, 2024 Loan Type Term Extension Interest Rate Reduction Residential 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 1.0 % 23 Table of Contents The following tables depict the financing receivables that had a payment default that were modified to borrowers experiencing financial difficulty in the prior twelve months: Amortized Cost Basis of Modified Financing Receivables that Subsequently Defaulted Three Months Ended June 30, (In thousand s) 2025 2024 Residential $ 11 $ 171 Total $ 11 $ 171 Amortized Cost Basis of Modified Financing Receivables that Subsequently Defaulted Six Months Ended June 30, (In thousand s) 2025 2024 Residential $ 69 $ 171 Total $ 69 $ 171 The following table depicts the performance of loans that have been modified to borrowers experiencing financial difficulty that were modified in the prior twelve months: Payment Status (Amortized Cost Basis) (In thousands) Current 31-60 Days Past Due 61-90 Days Past Due Greater than 90 Days Past Due As of June 30, 2025 Residential $ 1,692 $ 11 $ 58 $ - Total $ 1,692 $ 11 $ 58 $ - Payment Status (Amortized Cost Basis) (In thousands) Current 31-60 Days Past Due 61-90 Days Past Due Greater than 90 Days Past Due As of June 30, 2024 Residential $ 567 $ 120 $ - $ 78 Total $ 567 $ 120 $ - $ 78 8. Short-Term Borrowings In addition to the liquidity provided by balance sheet cash flows, liquidity must also be supplemented with additional sources such as credit lines from correspondent banks as well as borrowings from the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Bank. Other funding alternatives may also be appropriate from time to time, including wholesale and retail repurchase agreements and brokered certificate of deposit accounts. Information related to short-term borrowings is summarized as follows: (In thousands) June 30, 2025 December 31, 2024 Securities sold under repurchase agreements $ 112,970 $ 146,942 Other short-term borrowings - 16,000 Total short-term borrowings $ 112,970 $ 162,942 See Note 5 for additional information regarding securities pledged as collateral for securities sold under the repurchase agreements. 24 Table of Contents 9. Defined Benefit Post-Retirement Plans The Company has a qualified, noncontributory, defined benefit pension plan (the “Plan”) covering substantially all of its employees at June 30, 2025. 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. 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.” In addition, the Company provides certain health care benefits for retired employees. Benefits were accrued over the employees’ active service period. Only employees that were employed by the Company on or before January 1, 2000 are eligible to receive post-retirement health care benefits. These post-retirement benefits are referred to herein as “Other Benefits.” In connection with the Evans acquisition, the Company assumed the non-contributory, qualified, defined benefit pension plan and the nonqualified supplemental executive retirement plans. Effective May 2, 2025, the Evans defined benefit pension plan was merged into the Plan. The merging of the plans required a valuation as of the merger date and resulted in a $ 0.9 million adjustment to AOCI. The merging of the plans did not have a significant impact on the Company’s financial statements and related footnotes. Accounting standards require an employer to: (1) recognize the overfunded or underfunded status of defined benefit post-retirement plans, which is measured as the difference between plan assets at fair value and the benefit obligation, as an asset or liability in its balance sheet; (2) recognize changes in that funded status in the year in which the changes occur through comprehensive income; and (3) measure the defined benefit plan assets and obligations as of the date of its year-end balance sheet. The Company made no voluntary contributions to the Pension Benefits and Other Benefits plans during the three and six months ended June 30, 2025 and 2024. The components of expense for Pension Benefits and Other Benefits are set forth below: Pension Benefits Other Benefits Three Months Ended June 30, Three Months Ended June 30, (In thousands) 2025 2024 2025 2024 Components of net periodic cost (benefit): Service cost $ 676 $ 513 $ 1 $ 1 Interest cost 1,137 1,006 59 55 Expected return on plan assets ( 2,091 ) ( 1,982 ) - - Net amortization 308 1,452 ( 1 ) ( 1 ) Total net periodic cost (benefit) $ 30 $ 989 $ 59 $ 55 Pension Benefits Other Benefits Six Months Ended June 30, Six Months Ended June 30, (In thousands) 2025 2024 2025 2024 Components of net periodic cost (benefit): Service cost $ 1,369 $ 1,027 $ 2 $ 2 Interest cost 2,206 2,011 118 110 Expected return on plan assets ( 4,136 ) ( 3,965 ) - - Net amortization 633 1,905 ( 2 ) ( 2 ) Total net periodic cost (benefit) $ 72 $ 978 $ 118 $ 110 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 amortization components are included in other noninterest expense on the unaudited interim consolidated statements of income. 25 Table of Contents 10. Earnings Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity (such as the Company’s dilutive restricted stock units and stock options). The following is a reconciliation of basic and diluted EPS for the periods presented in the unaudited interim consolidated statements of income: Three Months Ended June 30, (In thousands, except per share data) 2025 2024 Basic EPS: Weighted average common shares outstanding 50,575 47,158 Net income available to common stockholders $ 22,510 $ 32,716 Basic EPS $ 0.45 $ 0.69 Diluted EPS: Weighted average common shares outstanding 50,575 47,158 Dilutive effect of common stock options and restricted stock 212 225 Weighted average common shares and common share equivalents 50,787 47,383 Net income available to common stockholders $ 22,510 $ 32,716 Diluted EPS $ 0.44 $ 0.69 Anti-dilutive stock options and restricted stock outstanding 23 2 Six Months Ended June 30, (In thousands, except per share data) 2025 2024 Basic EPS: Weighted average common shares outstanding 48,919 47,153 Net income available to common stockholders $ 59,255 $ 66,539 Basic EPS $ 1.21 $ 1.41 Diluted EPS: Weighted average common shares outstanding 48,919 47,153 Dilutive effect of common stock options and restricted stock 224 228 Weighted average common shares and common share equivalents 49,143 47,381 Net income available to common stockholders $ 59,255 $ 66,539 Diluted EPS $ 1.21 $ 1.40 Anti-dilutive stock options and restricted stock outstanding - 2 26 Table of Contents 11. Reclassification Adjustments Out of Other Comprehensive Income (Loss) The following table summarizes the reclassification adjustments out of AOCI: Detail About AOCI Components Amount Reclassified from AOCI Affected Line Item in the Consolidated Statements of Comprehensive Income (Loss) Three Months Ended (In thousands) June 30, 2025 June 30, 2024 AFS securities: Amortization of unrealized gains related to securities transfer $ 70 $ 91 Interest income Tax effect $ ( 17 ) $ ( 23 ) Income tax (benefit) Net of tax $ 53 $ 68 Pension and other benefits: Amortization of net losses $ 305 $ 1,454 Other noninterest expense Amortization of prior service costs 2 ( 3 ) Other noninterest expense Tax effect $ ( 77 ) $ ( 363 ) Income tax (benefit) Net of tax $ 230 $ 1,088 Total reclassifications, net of tax $ 283 $ 1,156 Detail About AOCI Components Amount Reclassified from AOCI Affected Line item in the Consolidated Statements of Comprehensive Income (Loss) Six Months Ended (In thousands) June 30, 2025 June 30, 2024 AFS securities: Amortization of unrealized gains related to securities transfer $ 145 $ 187 Interest income Tax effect $ ( 36 ) $ ( 47 ) Income tax (benefit) Net of tax $ 109 $ 140 Pension and other benefits: Amortization of net losses $ 626 $ 1,908 Other noninterest expense Amortization of prior service costs 5 ( 5 ) Other noninterest expense Tax effect $ ( 158 ) $ ( 476 ) Income tax (benefit) Net of tax $ 473 $ 1,427 Total reclassifications, net of tax $ 582 $ 1,567 12. Derivative Instruments and Hedging Activities The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate risk, primarily by managing the amount, sources and duration of its assets and liabilities and through the use of derivative instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which is determined by interest rates. Generally, the Company may use derivative financial instruments to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments. Currently, the Company has interest rate derivatives resulting from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions. 27 Table of Contents Derivatives Not Designated as Hedging Instruments The Company enters into interest rate swaps to facilitate customer transactions and meet their financing needs. These swaps are considered derivatives, but are not designated as hedging relationships. These instruments have interest rate and credit risk associated with them. To mitigate the interest rate risk, the Company enters into offsetting interest rate swaps with counterparties. The counterparty swaps are also considered derivatives and are also not designated as hedging relationships. Interest rate swaps are recorded within other assets or other liabilities on the consolidated balance sheets at their estimated fair value. Changes to the fair value of assets and liabilities arising from these derivatives are included, net, in other operating income in the consolidated statements of incom e. The Company is subject to over-the-counter derivative clearing requirements, which require certain derivatives to be cleared through central clearing houses. Accordingly, the Company clears certain derivative transactions through the Chicago Mercantile Exchange Clearing House (“CME”). The CME requires the Company to post initial and variation margin payments to mitigate the risk of non-payment, the latter of which is received or paid daily based on the net asset or liability position of the contracts. A daily settlement occurs through the CME for changes in the fair value of centrally cleared derivatives. Not all of the derivatives are required to be cleared through the daily clearing agent. As a result, the total fair values of loan level derivative assets and liabilities recognized on the Company’s financial statements are not equal and offsetting. As of June 30, 2025 and December 31, 2024, the Company had twenty one and twenty-one 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) Notional Amount Balance Sheet Location Fair Value Notional Amount Balance Sheet Location Fair Value As of June 30 , 2025 Derivatives not designated as hedging instruments Interest rate derivatives $ 1,377,868 Other assets $ 76,666 $ 1,377,868 Other liabilities $ 76,553 Risk participation agreements 98,229 Other assets 86 12,484 Other liabilities 3 Total derivatives not designated as hedging instruments $ 76,752 $ 76,556 Netting adjustments (1) 17,319 - Net derivatives in the balance sheet $ 59,433 $ 76,556 Derivatives not offset on the balance sheet $ 7,282 $ 7,282 Cash collateral (2) - - Net derivative amounts $ 52,151 $ 69,274 As of December 31, 2024 Derivatives not designated as hedging instruments Interest rate derivatives $ 1,374,800 Other assets $ 104,377 $ 1,374,800 Other liabilities $ 104,371 Risk participation agreements 90,725 Other assets 62 18,811 Other liabilities 2 Total derivatives not designated as hedging instruments $ 104,439 $ 104,373 Netting adjustments (1) 23,592 ( 26 ) Net derivatives in the balance sheet $ 80,847 $ 104,399 Derivatives not offset on the balance sheet $ 1,792 $ 1,792 Cash collateral (2) - - Net derivative amounts $ 79,055 $ 102,607 (1) Netting adjustments represents the amounts recorded to convert derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance on the settle to market rules for cleared derivatives. The CME legally characterizes the variation margin posted between counterparties as settlements of the outstanding derivative contracts instead of cash collatral . (2) Cash collateral represents the amount that cannot be used to offset our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The other collateral consists of securities and is exchanged under bilateral collateral and master netting agreements that allow us to offset the net derivative position with the related collateral. The application of the other collateral cannot reduce the net derivative position below zero. Therefore, excess other collateral, if any, is not reflected above. 28 Table of Contents The following table indicates the gain or loss recognized in income on derivatives not designated as a hedging relationship: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2025 2024 2025 2024 Derivatives not designated as hedging instruments: (Decrease) increase in other income $ ( 4 ) $ 11 $ 17 $ 86 13. Fair Value Measurements and Fair Value of Financial Instruments G AAP states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value measurements are not adjusted for transaction costs. A fair value hierarchy exists within GAAP that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The types of instruments valued based on quoted market prices in active markets include most U.S. government and agency securities, many other sovereign government obligations, liquid mortgage products, active listed equities and most money market securities. Such instruments are generally classified within Level 1 or Level 2 of the fair value hierarchy. The Company does not adjust the quoted prices for such instruments. The types of instruments valued based on quoted prices in markets that are not active, broker or dealer quotations or quotes from alternative pricing sources with reasonable levels of price transparency include most investment-grade and high-yield corporate bonds, less liquid mortgage products, less liquid agency securities, less liquid listed equities, state, municipal and provincial obligations and certain physical commodities. Such instruments are generally classified within Level 2 of the fair value hierarchy. Certain common equity securities are reported at fair value utilizing Level 1 inputs (exchange quoted prices). Other investment securities are reported at fair value utilizing Level 1 and Level 2 inputs. The prices for Level 2 instruments are obtained through an independent pricing service or dealer market participants with whom the Company has historically transacted both purchases and sales of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Management reviews the methodologies used by its third-party providers in pricing the securities. Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions. Valuations are adjusted to reflect illiquidity and/or non-transferability and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate will be used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Subsequent to inception, management only changes Level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt markets and changes in financial ratios or cash flow s. 29 Table of Contents The following tables set forth the Company’s financial assets and liabilities measured on a recurring basis that were accounted for at fair value. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement: (In thousands) Level 1 Level 2 Level 3 June 30, 2025 Assets: AFS securities: U.S. treasury $ 100,209 $ - $ - $ 100,209 Federal agency - 226,622 - 226,622 State & municipal - 88,033 - 88,033 Mortgage-backed - 539,013 - 539,013 Collateralized mortgage obligations - 739,728 - 739,728 Corporate - 35,823 - 35,823 Total AFS securities $ 100,209 $ 1,629,219 $ - $ 1,729,428 Equity securities 45,658 1,000 - 46,658 Derivatives - 59,433 - 59,433 Total $ 145,867 $ 1,689,652 $ - $ 1,835,519 Liabilities: Derivatives $ - $ 76,556 $ - $ 76,556 Total $ - $ 76,556 $ - $ 76,556 (In thousands) Level 1 Level 2 Level 3 December 31, 2024 Assets: AFS securities: U.S. treasury $ 102,790 $ - $ - $ 102,790 Federal agency - 218,517 - 218,517 State & municipal - 87,490 - 87,490 Mortgage-backed - 464,365 - 464,365 Collateralized mortgage obligations - 656,488 - 656,488 Corporate - 45,014 - 45,014 Total AFS securities $ 102,790 $ 1,471,874 $ - $ 1,574,664 Equity securities 41,372 1,000 - 42,372 Derivatives - 80,847 - 80,847 Total $ 144,162 $ 1,553,721 $ - $ 1,697,883 Liabilities: Derivatives $ - $ 104,399 $ - $ 104,399 Total $ - $ 104,399 $ - $ 104,399 GAAP requires disclosure of assets and liabilities measured and recorded at fair value on a non-recurring basis such as goodwill, loans held for sale, other real estate owned, collateral-dependent loans individually evaluated for expected credit losses and HTM securities. Loans with fair value of $ 14.3 million as of June 30, 2025 were individually evaluated for expected credit losses where the amortized cost was adjusted to fair value. Loans with fair value of $ 28.8 million as of December 31, 2024 were individually evaluated for expected credit losses where the amortized cost was adjusted to fair value. The Company uses the fair value of underlying collateral, less costs to sell, to estimate the allowance for credit losses for individually evaluated collateral dependent loans. The appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses ranging from 10 % to 50 % . Based on the valuation techniques used, the fair value measurements for collateral dependent individually evaluated loans are classified as Level 3. The following table sets forth information with regard to estimated fair values of financial instruments. This table excludes financial instruments for which the carrying amount approximates fair value. Financial instruments for which the fair value approximates carrying value include cash and cash equivalents, AFS securities, equity securities, AIR, non-maturity deposits, short-term borrowings, accrued interest payable and derivatives. June 30, 2025 December 31, 2024 (In thousands) Fair Value Hierarchy Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Financial assets: HTM securities 2 $ 809,664 $ 735,387 $ 842,921 $ 749,945 Net loans 3 11,488,236 11,262,976 9,863,654 9,458,786 Financial liabilities: Time deposits 2 $ 1,651,157 $ 1,640,808 $ 1,442,505 $ 1,431,942 Long-term debt 2 44,842 44,901 29,644 29,439 Subordinated debt 1 141,943 140,771 121,401 118,693 Junior subordinated debt 2 111,621 97,070 101,196 105,763 30 Table of Contents Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, the Company has a substantial wealth operation that contributes net fee income annually. The wealth management operation is not considered a financial instrument and its value has not been incorporated into the fair value estimates. Other significant assets and liabilities include the benefits resulting from the low-cost funding of deposit liabilities as compared to the cost of borrowing funds in the market and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimate of fair value. HTM Securities - The fair value of the Company’s HTM securities is primarily measured using information from a third-party pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Net Loans - Net loans include portfolio loans and loans held for sale. Loans were first segregated by type and then further segmented into fixed and variable rate and loan quality categories. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments, and those expected future cash flows also includes credit risk, illiquidity risk and other market factors to calculate the exit price fair value in accordance with ASC 820. Time Deposits - The fair value of time deposits was estimated using a discounted cash flow approach that applies prevailing market interest rates for similar maturity instruments. The fair values of the Company’s time deposit liabilities do not take into consideration the value of the Company’s long-term relationships with depositors, which may have significant value. Long-Term Debt - The fair value of long-term debt was estimated using a discounted cash flow approach that applies prevailing market interest rates for similar maturity instruments. Subordinated Debt - The fair value of subordinated debt has been measured using the observable market price as of the period reported. Junior Subordinated Debt - The fair value of junior subordinated debt has been estimated using a discounted cash flow analysis. 14. Commitments and Contingencies The Company is a party to certain financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, unused lines of credit, standby letters of credit and certain agricultural real estate loans sold to investors with recourse, with the sold portion having a government guarantee that is assignable back to the Company upon repurchase of the loan in the event of default. The Company’s exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, unused lines of credit, standby letters of credit and loans sold with recourse is represented by the contractual amount of those instruments. The credit risk associated with commitments to extend credit and standby and commercial letters of credit is essentially the same as that involved with extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management’s assessment of the customer’s creditworthiness. Commitments to extend credit and unused lines of credit totaled $ 3.41 billion at June 30, 2025 and $ 2.84 billion at December 31, 2024. Since many loan commitments, standby letters of credit and guarantees and indemnification contracts expire without being funded in whole or in part, the contract amounts are not necessarily indicative of future cash flows. The Company does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit. The Company guarantees the obligations or performance of customers by issuing standby letters of credit to third-parties. These standby letters of credit are generally issued in support of third-party debt, such as corporate debt issuances, industrial revenue bonds and municipal securities. The risk involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers and letters of credit are subject to the same credit origination, portfolio maintenance and management procedures in effect to monitor other credit and off-balance sheet products. Typically, these instruments have one year expirations with an option to renew upon annual review; therefore, the total amounts do not necessarily represent future cash requirements. Standby letters of credit totaled $ 58.6 million at June 30, 2025 and $ 50.8 million at December 31, 2024. A s of June 30, 2025 and December 31, 2024 , the fair value of the Company’s standby letters of credit was not significant. In the normal course of business there are various outstanding legal proceedings. The Company accrues for material estimated losses from loss contingencies if the information available indicates that it is probable that a liability had been incurred at the date of the financial statements and the amount of loss can be reasonably estimated. 31 Table of Contents 15. Segment Reporting Historically, the Company has operated as a single reportable segment, providing a full range of banking services to retail and commercial customers. However, in accordance with ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , and as the Bank has grown, management reassessed its operating segment structure to enhance transparency in how financial performance is evaluated and resources are allocated by the chief operating decision maker (“CODM”). The updated guidance enhances disclosures by requiring more detailed information on segment profitability and certain key performance metrics used by management. Segments are components of an enterprise that are regularly evaluated by the CODM to allocate resources and assess performance. The Company’s CODM is its Chief ExecutiveOfficer. As a result of this reassessment, beginning with the fiscal year ended December 31, 2024, the Company has determined that it now operates through two reportable segments: Banking - Provides commercial banking, retail banking, and wealth management services primarily to customers in its market area, offering a broad array of banking and financial services to retail, commercial, and municipal customers. Included in Banking are the revenue and expenses from the wealth management business and the parent holding company. The parent company’s principal activities include the direct and indirect ownership of banking and non-banking subsidiaries, as well as the issuance of debt and equity. The parent company’s principal sources of revenue are the management fees and dividends it receives from its subsidiaries. Banking also includes corporate shared service costs such as the majority of equity compensation expense, as well as other general and administrative shared services costs including pension, retirement plan and supplemental retirement plan costs. Currently there is no allocation of these costs to other operating segments. Retirement Plan Administration - Includes retirement plan and health savings account recordkeeping and administration, investment management, third-party administration, and actuarial services. Our CODM reviews actual net income versus budgeted net income to assess segment performance and to make decisions about allocating capital and personnel to the segments. The CODM regularly receives expense information at a level consistent with that disclosed in the Company’s consolidated statements of income. Reported segments and their financial information are not necessarily comparable to similar information reported by other financial institutions. Additionally, due to interrelationships among the various segments, the information presented is not indicative of how the segments would perform as independent entities. Changes in management structure, allocation methodologies, or procedures may result in future revisions to previously reported segment financial data. For the three and six months ended June 30, 2024, the Company only disclosed one reportable segment, as operations were assessed on a consolidated basis. Accordingly, prior year segment data has been retrospectively adjusted to conform to the current period presentation. The Company will continue to evaluate its segment disclosures in accordance with ASU 2023-07 and make necessary adjustments as business operations evolve. Information about reportable segments and reconciliation of the information to the consolidated financial statements follows: Three Months Ended June 30, 2025 (In thousands) Banking Retirement Plan Administration All Other (1) Consolidated Net interest income $ 124,202 $ 18 $ - $ 124,220 Provision for loan losses 17,835 - - 17,835 Net interest income after provision for loan losses $ 106,367 $ 18 $ - $ 106,385 Noninterest income Service charges on deposit accounts $ 4,578 $ - $ - $ 4,578 Card services income 6,077 - - 6,077 Retirement plan administration fees - 16,081 ( 371 ) 15,710 Wealth management 10,153 517 8 10,678 Insurance services 1 - 4,096 4,097 Bank owned life insurance income 2,180 - - 2,180 Net securities gains (losses) 112 - - 112 Other 5,018 145 ( 1,663 ) 3,500 Total noninterest income $ 28,119 $ 16,743 $ 2,070 $ 46,932 Noninterest expense Salaries and employee benefits $ 52,659 $ 8,700 $ 2,796 $ 64,155 Technology and data services 10,341 303 160 10,804 Occupancy 8,687 284 67 9,038 Professional fees and outside services 4,851 521 ( 351 ) 5,021 Office supplies and postage 1,783 73 15 1,871 FDIC assessment 1,820 - - 1,820 Advertising 952 21 1 974 Amortization of intangible assets 2,500 485 57 3,042 Loan collection and other real estate owned, net 489 - - 489 Acquisition expenses 17,180 - - 17,180 Other 9,684 274 ( 1,742 ) 8,216 Total noninterest expense $ 110,946 $ 10,661 $ 1,003 $ 122,610 Income before income tax expense $ 23,540 $ 6,100 $ 1,067 $ 30,707 Income tax expense 6,917 1,280 - 8,197 Net income $ 16,623 $ 4,820 $ 1,067 $ 22,510 Goodwill $ 415,659 $ 23,877 $ 14,536 $ 454,072 Intangible assets, net 56,785 6,504 1,158 64,447 Total assets 18,013,397 48,642 ( 2,047,258 ) 16,014,781 (1) Included in All Other is the revenue and expenses from certain other non-bank subsidiaries of the parent, including the insurance subsidiary, along with eliminating amounts that do not meet the definition of an operating segment. 32 Table of Contents Three Months Ended June 30, 2024 (In thousands) Banking Retirement Plan Administration All Other (1) Consolidated Net interest income $ 97,156 $ 18 $ - $ 97,174 Provision for loan losses 8,899 - - 8,899 Net interest income after provision for loan losses $ 88,257 $ 18 $ - $ 88,275 Noninterest income Service charges on deposit accounts $ 4,219 $ - $ - $ 4,219 Card services income 5,587 - - 5,587 Retirement plan administration fees - 15,151 ( 353 ) 14,798 Wealth management 9,660 500 13 10,173 Insurance services - - 3,848 3,848 Bank owned life insurance income 1,834 - - 1,834 Net securities gains (losses) ( 92 ) - - ( 92 ) Other 4,652 132 ( 1,919 ) 2,865 Total noninterest income $ 25,860 $ 15,783 $ 1,589 $ 43,232 Noninterest expense Salaries and employee benefits $ 44,349 $ 8,367 $ 2,677 $ 55,393 Technology and data services 8,813 258 178 9,249 Occupancy 7,331 281 59 7,671 Professional fees and outside services 4,515 376 ( 326 ) 4,565 Office supplies and postage 1,710 81 13 1,804 FDIC assessment 1,667 - - 1,667 Advertising 859 12 2 873 Amortization of intangible assets 1,666 451 16 2,133 Loan collection and other real estate owned, net 715 - - 715 Acquisition expenses - - - - Other 7,101 299 ( 1,882 ) 5,518 Total noninterest expense $ 78,726 $ 10,125 $ 737 $ 89,588 Income before income tax expense $ 35,391 $ 5,676 $ 852 $ 41,919 Income tax expense 7,947 1,215 41 9,203 Net income $ 27,444 $ 4,461 $ 811 $ 32,716 Goodwill $ 324,250 $ 23,224 $ 14,377 $ 361,851 Intangible assets, net 30,624 5,888 323 36,835 Total assets 15,132,919 42,909 ( 1,673,919 ) 13,501,909 (1) Included in All Other is the revenue and expenses from certain other non-bank subsidiaries of the parent, including the insurance subsidiary, along with eliminating amounts that do not meet the definition of an operating segment. 33 Table of Contents Six Months Ended June 30, 2025 (In thousands) Banking Retirement Plan Administration All Other (1) Consolidated Net interest income $ 231,407 $ 36 $ - $ 231,443 Provision for loan losses 25,389 - - 25,389 Net interest income after provision for loan losses $ 206,018 $ 36 $ - $ 206,054 Noninterest income Service charges on deposit accounts $ 8,821 $ - $ - $ 8,821 Card services income 11,394 - - 11,394 Retirement plan administration fees - 32,337 ( 769 ) 31,568 Wealth management 20,490 1,115 19 21,624 Insurance services 1 - 8,857 8,858 Bank owned life insurance income 5,577 - - 5,577 Net securities gains (losses) 8 - - 8 Other 10,631 300 ( 4,397 ) 6,534 Total noninterest income $ 56,922 $ 33,752 $ 3,710 $ 94,384 Noninterest expense Salaries and employee benefits $ 102,207 $ 17,154 $ 5,488 $ 124,849 Technology and data services 20,142 573 327 21,042 Occupancy 17,379 552 134 18,065 Professional fees and outside services 9,666 1,025 ( 718 ) 9,973 Office supplies and postage 3,664 120 29 3,813 FDIC assessment 3,514 - - 3,514 Advertising 2,070 40 2 2,112 Amortization of intangible assets 4,008 1,029 116 5,153 Loan collection and other real estate owned, net 1,148 - - 1,148 Acquisition expenses 18,401 - - 18,401 Other 18,224 508 ( 4,292 ) 14,440 Total noninterest expense $ 200,423 $ 21,001 $ 1,086 $ 222,510 Income before income tax expense $ 62,517 $ 12,787 $ 2,624 $ 77,928 Income tax expense 15,968 2,705 - 18,673 Net income $ 46,549 $ 10,082 $ 2,624 $ 59,255 Goodwill $ 415,659 $ 23,877 $ 14,536 $ 454,072 Intangible assets, net 56,785 6,504 1,158 64,447 Total assets 18,013,397 48,642 ( 2,047,258 ) 16,014,781 (1) Included in All Other is the revenue and expenses from certain other non-bank subsidiaries of the parent, including the insurance subsidiary, along with eliminating amounts that do not meet the definition of an operating segment. 34 Table of Contents Six Months Ended June 30, 2024 (In thousands) Banking Retirement Plan Administration All Other (1) Consolidated Net interest income $ 192,313 $ 35 $ - $ 192,348 Provision for loan losses 14,478 - - 14,478 Net interest income after provision for loan losses $ 177,835 $ 35 $ - $ 177,870 Noninterest income Service charges on deposit accounts $ 8,336 $ - $ - $ 8,336 Card services income 10,782 - - 10,782 Retirement plan administration fees - 29,807 ( 722 ) 29,085 Wealth management 18,847 997 26 19,870 Insurance services 1 - 8,235 8,236 Bank owned life insurance income 4,186 - - 4,186 Net securities gains (losses) 2,091 - - 2,091 Other 10,458 265 ( 4,685 ) 6,038 Total noninterest income $ 54,701 $ 31,069 $ 2,854 $ 88,624 Noninterest expense Salaries and employee benefits $ 89,474 $ 16,260 $ 5,363 $ 111,097 Technology and data services 18,093 560 346 18,999 Occupancy 15,089 564 116 15,769 Professional fees and outside services 9,239 845 ( 666 ) 9,418 Office supplies and postage 3,468 173 28 3,669 FDIC assessment 3,402 - - 3,402 Advertising 1,655 27 3 1,685 Amortization of intangible assets 3,348 919 34 4,301 Loan collection and other real estate owned, net 1,268 - - 1,268 Acquisition expenses - - - - Other 15,627 577 ( 4,451 ) 11,753 Total noninterest expense $ 160,663 $ 19,925 $ 773 $ 181,361 Income before income tax expense $ 71,873 $ 11,179 $ 2,081 $ 85,133 Income tax expense 16,001 2,426 167 18,594 Net income $ 55,872 $ 8,753 $ 1,914 $ 66,539 Goodwill $ 324,250 $ 23,224 $ 14,377 $ 361,851 Intangible assets, net 30,624 5,888 323 36,835 Total assets 15,132,919 42,909 ( 1,673,919 ) 13,501,909 (1) Included in All Other is the revenue and expenses from certain other non-bank subsidiaries of the parent, including the insurance subsidiary, along with eliminating amounts that do not meet the definition of an operating segment. 35 Table of Contents NBT BANCORP INC. AND SUBSIDIARIES