NBT BANCORP INC 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________. COMMISSION FILE NUMBER: 0-14703 NBT BANCORP INC . (Exact name of registrant as specified in its charter) Delaware 16-1268674 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 52 South Broad Street , Norwich , New York 13815 (Address of principal executive office) (Zip Code) Registrant’s telephone number, including area code: ( 607 ) 337-2265 Securities registered pursuant to section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share NBTB The NASDAQ Stock Market LLC Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant ’ s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ Based on the closing price of the registrant’s common stock as of June 30, 2025, the aggregate market value of the voting stock, common stock, par value, $0.01 per share, held by non-affiliates of the registrant is $ 2,120,430,098 . The number of shares of common stock outstanding as of January 31, 2026, was 52,204,410 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May 19, 2026 are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Form 10-K. NBT BANCORP INC. FORM 10-K – Year Ended December 31, 2025 TABLE OF CONTENTS PART I ITEM 1. BUSINESS 4 ITEM 1A. RISK FACTORS 17 ITEM 1B. UNRESOLVED STAFF COMMENTS 25 ITEM 1C. CYBERSECURITY 25 ITEM 2. PROPERTIES 26 ITEM 3. LEGAL PROCEEDINGS 26 ITEM 4. MINE SAFETY DISCLOSURES 26 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 27 ITEM 6. [RESERVED] 28 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 29 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 49 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 50 Report of Independent Registered Public Accounting Firm 50 Consolidated Balance Sheets 53 Consolidated Statements of Income 54 Consolidated Statements of Comprehensive Income (Loss) 55 Consolidated Statements of Changes in Stockholders’ Equity 56 Consolidated Statements of Cash Flows 57 Notes to Consolidated Financial Statements 59 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 111 ITEM 9A. CONTROLS AND PROCEDURES 111 ITEM 9B. OTHER INFORMATION 113 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 113 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 113 ITEM 11. EXECUTIVE COMPENSATION 113 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 113 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 113 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 113 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 114 ITEM 16. FORM 10-K SUMMARY 115 SIGNATURES 116 2 Table of Contents GLOSSARY OF ABBREVIATIONS AND ACRONYMS When references to “NBT”, “we,” “our,” “us,” and “the Company” are made in this report, we mean NBT Bancorp Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, NBT Bancorp Inc. When we refer to the “Bank” in this report, we mean our only bank subsidiary, NBT Bank, National Association, and its subsidiaries. The acronyms and abbreviations identified below are used throughout this report, including the Notes to Consolidated Financial Statements. You may find it helpful to refer to this page as you read this report. AFS available for sale AI artificial intelligence AIR accrued interest receivable ALCO Asset Liability Committee AOCI accumulated other comprehensive income (loss) ASC Accounting Standards Codification ASU Accounting Standards Update Board Board of Directors bp(s) basis point(s) C&I Commercial & Industrial CECL current expected credit losses CD certificate of deposit CME Chicago Mercantile Exchange Clearing House CODM chief operating decision maker CRE Commercial Real Estate EPS earnings per share Evans Evans Bancorp, Inc. Evans Bank Evans Bank, National Association FASB Financial Accounting Standards Board FDIC Federal Deposit Insurance Corporation FHLB Federal Home Loan Bank FOMC Federal Open Market Committee FRB Federal Reserve Board FTE fully taxable equivalent GAAP U.S. generally accepted accounting principles GDP Gross Domestic Product HTM held to maturity LGD loss given default MMDA money market deposit accounts NASDAQ The NASDAQ Stock Market LLC NIM net interest margin OCC Office of the Comptroller of the Currency OREO other real estate owned PCD purchased credit deteriorated PD probability of default ROU right-of-use Salisbury Salisbury Bancorp, Inc. Salisbury Bank Salisbury Bank and Trust Company SEC U.S. Securities and Exchange Commission SOFR Secured Overnight Financing Rate TDR troubled debt restructuring VIE variable interest entities 3 Table of Contents PART I ITEM 1. 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”). As of December 31, 2025, the Company had assets of $16.00 billion and stockholders’ equity of $1.90 billion on a consolidated basis. 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 remain, 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. The financial condition and operating results of the Company are dependent on its net interest income, which is the difference between the interest and dividend income earned on its earning assets, primarily loans and securities and the interest expense paid on its interest-bearing liabilities, primarily deposits and borrowings. Among other factors, net income is also affected by provision for loan losses and noninterest income, such as service charges on deposit accounts, card services income, retirement plan administration fees, wealth management revenue including financial services and trust revenue, insurance services, bank owned life insurance income and gains/losses on securities sales, as well as noninterest expenses, such as salaries and employee benefits, technology and data services, occupancy, professional fees and outside services, office supplies and postage, amortization of intangible assets, loan collection and OREO expenses, marketing, FDIC assessment expenses and other expenses. NBT Bank, National Association The Bank, a full-service commercial bank formed in 1856, provides a broad range of financial products to individuals, corporations and municipalities through its network of branch locations throughout upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut. Deposit products offered by the Bank include demand deposit accounts, savings accounts, interest-bearing checking accounts, MMDA and CD accounts. The Bank offers various types of each deposit account to accommodate the needs of its customers with varying rates, terms and features. Loan products offered by the Bank include indirect and direct consumer loans, home equity loans, mortgages, business banking loans and commercial loans, with varying rates, terms and features to accommodate the needs of its customers. The Bank also offers various other products and services through its branch network such as trust and investment services and financial planning and life insurance services. In addition to its branch network, the Bank also offers access to certain products and services electronically through 24-hour online, mobile and telephone channels as well as to a network of ATM locations that enable customers to check balances, make deposits, transfer funds, pay bills, access statements, apply for loans and access various other products and services. NBT Financial Services, Inc. Through NBT Financial, the Company operates EPIC Advisors, Inc. (“EPIC”), a national benefits administration firm which was acquired by the Company on January 21, 2005. Among other services, EPIC provides retirement plan administration. EPIC’s headquarters are located in Rochester, New York. NBT Holdings, Inc. Through NBT Holdings, the Company operates NBT Insurance Agency, LLC (“NBT Insurance”), a full-service regional insurance agency acquired by the Company on September 1, 2008. NBT Insurance is headquartered in Norwich, New York. NBT Insurance offers a full array of insurance products, including personal property and casualty, business liability and commercial insurance, tailored to serve the specific insurance needs of individuals as well as businesses in a range of industries operating in the markets served by the Company. 4 Table of Contents The Trusts The Trusts were established to raise additional regulatory capital and to provide funding for certain acquisitions. CNBF Capital Trust I and NBT Statutory Trust I are Delaware statutory business trusts formed in 1999 and 2005, respectively, for the purpose of issuing trust preferred securities and lending the proceeds to the Company. In connection with the acquisition of CNB Bancorp, Inc., the Company formed NBT Statutory Trust II in February 2006 to fund the cash portion of the acquisition as well as to provide regulatory capital. In connection with the acquisition of Alliance Financial Corporation (“Alliance”), the Company acquired two statutory trusts, Alliance Financial Capital Trust I and Alliance Financial Capital Trust II, which were formed in 2003 and 2006, respectively. In connection with the acquisition of Evans Bancorp, Inc. (“Evans”), the Company acquired one statutory trust, Evans Capital Trust I, which was formed in 2004. The Company guarantees, on a limited basis, payments of distributions on the trust preferred securities and payments on redemption of the trust preferred securities. The Trusts are VIEs for which the Company is not the primary beneficiary, as defined by FASB ASC. In accordance with ASC, the accounts of the Trusts are not included in the Company’s consolidated financial statements. Operating Subsidiaries of the Bank The Bank has four operating subsidiaries, NBT Capital Corp., Broad Street Property Associates, Inc., NBT Capital Management, Inc. and SBT Mortgage Service Corporation. NBT Capital Corp., formed in 1998, is a venture capital corporation. Broad Street Property Associates, Inc., formed in 2004, is a property management company. NBT Capital Management, Inc., formerly Columbia Ridge Capital Management, Inc., was acquired in 2016 and is a registered investment advisor that provides investment management and financial consulting services. SBT Mortgage Service Corporation, acquired in 2023 in connection with the Salisbury acquisition, is a passive investment company (“PIC”). The PIC holds loans collateralized by real estate originated or purchased by the Bank. Income of the PIC is exempt from the Connecticut Corporate Business Tax. Evans National Holding Corp., acquired in 2025 in connection with the Evans acquisition, is a real estate investment trust. Segment Reporting The Company has identified two reportable segments: Banking and Retirement Plan Administration. See Note 1 and Note 22 to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, which are included elsewhere in this report. Evans Bancorp, Inc. Merger 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, and the merger of Evans Bank with and into the Bank, with the Bank as the surviving bank. 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 $131.2 million of identifiable net assets, including $1.67 billion of loans, $255.5 million in AFS investment securities, which were sold during the second quarter of 2025, $33.2 million of core deposit intangibles and $1.86 billion in deposits. As of the acquisition date, the fair value discount was $95.2 million for loans, net of the reclassification of the PCD allowance and $0.6 million net discount related to long-term debt. The Company incurred acquisition expenses related to the merger of $19.5 million and $1.5 million for the years ended December 31, 2025 and 2024, respectively. 5 Table of Contents Competition The financial services industry, including commercial banking, is highly competitive, and we encounter strong competition for deposits, loans and other financial products and services in our market area. The increasingly competitive environment is the result of the rate environment, changes in regulation, changes in technology and product delivery systems, additional financial service providers and the accelerating pace of consolidation among financial services providers. The Company competes for loans, deposits and customers with other commercial banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market funds, credit unions and other nonbank financial service providers. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. In addition, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Some of the Company’s nonbanking competitors have fewer regulatory constraints and may have lower cost structures. In addition, some of the Company’s competitors have assets, capital and lending limits greater than those of the Company, have greater access to capital markets and offer a broader range of products and services than the Company. These institutions may have the ability to finance wide-ranging marketing campaigns and may be able to offer lower rates on loans and higher rates on deposits than the Company can offer. Some of these institutions offer services, such as credit cards and international banking, which the Company does not directly offer. Various in-state market competitors and out-of-state banks continue to enter or have announced plans to enter or expand their presence in the market areas where the Company currently operates. With the addition of new financial services providers within our market, the Company expects increased competition for loans, deposits and other financial products and services. In order to compete with other financial services providers, the Company stresses the community nature of its banking operations and principally relies upon local promotional activities, personal relationships established by officers, directors and employees with the Company’s customers and specialized services tailored to meet the needs of the communities served. We also offer certain customer services, such as agricultural lending, that many of our larger competitors do not offer. While the Company’s position varies by market, the Company’s management believes that it can compete effectively as a result of local market knowledge, local decision making and awareness of customer needs. The Company has banking locations in forty-seven counties in the states of New York, Pennsylvania, New Hampshire, Massachusetts, Vermont, Maine and Connecticut. Data Privacy and Security Practices The Company employs a defense-in-depth strategy, which involves a layered approach combining physical and logical controls to ensure comprehensive protection of Company and client information. The high-level objective of the information security program is to protect the confidentiality, integrity and availability of all information assets in our environment. We accomplish this by building our program around six foundational control areas: program oversight and governance, safeguards and controls, security awareness training, service provider oversight, incident response and business continuity. The Company’s data security and privacy practices follow all applicable laws and regulations including the Gramm-Leach Bliley Act of 2001 (“GLBA”) and applicable privacy laws described under the heading “Supervision and Regulation” in this Item 1. Business section. The controls identified in our enterprise security program are managed by various stakeholders throughout the Company and monitored by the information security team. All employees complete security and privacy training upon hire and annually thereafter, supplemented by ad hoc sessions. We engage external consultants for periodic audits, including penetration testing, using simulated cyberattacks to identify vulnerabilities-on public-facing websites and corporate networks. The Board receives regular reports from the Information Security Officer on program status. Additional resources are available at www.nbtbank.com/Personal/Customer-Support/Fraud-Information-Center. For more information regarding the Company’s cybersecurity policies and practices, see Item 1C. Cybersecurity below. 6 Table of Contents Human Capital Resources At December 31, 2025, the Company had 2,303 full-time equivalent employees. The Company’s employees are not presently represented by any collective bargaining group. Our employees are the foundation of our success. We are committed to attracting, developing and retaining exceptional talent while fostering a culture of inclusion and belonging grounded in our values. We strive to create an environment where every individual feels respected, supported and empowered to contribute fully. A workforce enriched by diverse perspectives is a competitive advantage which strengthens our ability to understand markets, serve customers and deliver results. Our talent strategy goes beyond hiring to include continuous development, performance recognition and career growth. We invest in our people and celebrate achievements to ensure every employee has the opportunity to thrive and make a meaningful impact. Investment in Our People We believe that investing in our people is essential to sustaining a high-performing culture. We prioritize attracting, developing and retaining top talent, recognizing that a positive employee experience is essential, especially in today’s competitive labor market. We offer a comprehensive Total Rewards Program that supports the health, well-being and financial security of our employees while maintaining responsible cost management. This commitment is central to our Human Resource strategic pillars of positioning the Company as an employer of choice, aligning people strategies with business goals, and enhancing engagement and retention. This strategy includes enhanced benefits such as paid parental leave, flexible work arrangements, paid time off, retirement transition options and a robust Employee Assistance Program with expanded coverage and health resources. Our incentive programs are designed to recognize contributions at all levels and motivate employees to achieve shared success, while incorporating strong risk management practices. By supporting overall well-being and rewarding performance, we create an environment where employees can thrive personally and professionally. Engaging Employees We recognize that employee engagement is essential to sustaining strong company performance. While our retention rate remains consistently strong, we continue to invest in strategies to motivate, connect and engage our employees. These include career planning conversations, ongoing coaching, goal setting, individualized development plans and enhanced communication, all of which contribute to long-term satisfaction and growth. Our 2025 Employee Engagement Survey highlighted key themes such as culture, leadership, growth and development and communication. Building on these insights, in 2026, we will conduct pulse surveys to target specific areas we want to learn more about, assess progress and identify new opportunities. The results will guide pointed initiatives to strengthen engagement across the organization and provide clarity for business strategies, decision-making and corporate-led development programs. By listening to our employees and acting on their feedback, we ensure that engagement remains a cornerstone of our success. Learning and Career Development Our top priority is to attract and retain exceptional talent by fostering continuous learning and internal career growth. Every employee has access to the LinkedIn Learning Library, offering thousands of courses in a concise, easily consumable format to help individuals build skills and achieve their career aspirations. Today, 90% of our employees actively use this resource, demonstrating a strong commitment to personal development. For those new to the banking industry, our Personal Advancement Through Honing Self-Awareness program provides guidance in defining career goals through assessments, training and facilitated discussions with Talent Development Business Partners. Employees pursuing undergraduate or graduate degrees benefit from our Tuition Reimbursement Program, supporting their academic and professional ambitions. Beyond employee-driven development, we offer strategic programs designed to attract and grow top talent early in their careers and to accelerate the advancement of high potential and emerging leaders. These initiatives align with our succession planning objectives. The Management Development Program targets college seniors by offering accelerated career paths and executive mentoring. Our high potential leadership programs are tailored for professionals with prior experience and seasoned leaders with direct management responsibilities. These programs feature mentorship, coaching, 360-degree feedback, individual development plans, presentation skills training and increased visibility to senior leadership. All programs are delivered through a blend of virtual and in-person learning environments, ensuring flexibility and accessibility. Our robust annual talent review and succession planning process, involving senior management and the Board, reinforces our commitment to leadership continuity and organizational strength. We feel that development is not just an initiative, it is a cornerstone of our culture, empowering employees to grow, lead and succeed. 7 Table of Contents Conduct and Ethics We uphold the highest standards of ethical conduct and workplace respect. The Board, senior management and our Ethics Committee strongly endorse a zero-tolerance policy toward harassment, bias and unethical behavior. Our values-based Code of Business Conduct and Ethics is prominently communicated through our website and internal platforms, ensuring clarity and accessibility for all employees. To reinforce these principles, we provide frequent, role-specific training for managers and employees, along with regular updates on our Whistleblower Policy and reporting mechanisms. These measures reflect our guiding motto: “The right people. Doing the right things. In the right way.” Community Engagement The Company is engaged in the communities where we do business and where our employees and directors live and work. We live out our core value of community involvement through investments of both money and the time of our employees. Through our active contribution program, administered by market-based committees with representation from all lines of business, the Company contributed over $3 million in 2025. Our teams’ efforts to distribute philanthropic resources across our footprint ensure alignment with local needs and support for hundreds of organizations that provide health and human services and promote education, affordable housing, economic development, the arts and agriculture. A consistent way the Company and our employees support our communities across our markets is through giving to United Way chapters in the form of corporate pledges and employee campaign contributions. In 2025, these commitments resulted in over $375,000 in funding for United Way chapters that provide resources to local organizations offering critical education, financial, food security and health services. In addition to corporate financial support of community organizations and causes, employees are encouraged and empowered to volunteer and be a resource in their communities. They invest their financial and other expertise as board members and serve in roles where they offer direct support to those in need by engaging in all kinds of volunteer activities. In 2025, the Company’s employees reported 12,500 hours of volunteer service. The NBT CEI-Boulos Impact Fund is a $10 million real estate equity investment fund with the Bank as the sole investor. The fund, launched in 2022, is designed to support individuals and communities with low- and moderate income through investments in high-impact, community supported, CRE projects located within the Bank’s Community Reinvestment Act assessment areas in New York. A Social Impact Advisory Board was also appointed to review proposed investments based on each project’s social and environmental impact, alignment with community needs and community support. Areas of the fund’s targeted impact include: projects that support job creation; affordable and workforce housing; Main Street revitalization/historic preservation developments that do not contribute to displacement; developments that serve nonprofit organizations; and environmentally sustainable real estate developments. In 2023, the NBT CEI-Boulos Impact Fund announced its first equity investment in The Flanigan Square Transformation Project that now provides affordable workforce housing and a grocery store in a historically underinvested North Central neighborhood in Troy as part of an approximately $75 million socially impactful, environmentally conscious, transit-oriented and community informed master plan. The NBT CEI-Boulos Impact Fund made a $3.84 million equity investment for a majority ownership stake in two of the three components of the project. The Bargain Grocery opened in 2024, and 72 units of affordable and workforce housing are available with the opening of the Flanigan Square Lofts in 2025. Flexible Banking Products The Company offers a comprehensive array of financial products and services for consumers and businesses with options that are beneficial to unbanked and underbanked individuals. Deposit accounts include low balance savings and checking options that feature minimal or no monthly service fees, provide assistance rebuilding positive deposit relationships, and assistance for those just starting a new banking relationship. The NBT iSelect Account was introduced in 2021 and has received certification for meeting the Bank On National Account Standards every year since its inception. Over 26,000 NBT iSelect Accounts have been opened since 2021. These accounts feature no monthly charges for maintenance, inactivity or dormancy, no overdraft fees and no minimum balance requirement. The Company’s modern digital banking platform incorporates ready access through online and mobile services to current credit score information and a personal financial management tool for budget and expense tracking. The Company is committed to making homeownership accessible to individuals and families across the communities we serve. Our suite of home lending products includes innovative and flexible options, such as government guaranteed programs through the Federal Housing Administration (“FHA”), the USDA Rural Housing Program and the U.S. Department of Veterans Affairs (“VA”). We also offer a variety of in-house programs, including Habitat for Humanity, Home in the City, Portfolio Housing Agency and Portfolio 97. Our home lending team includes specialists dedicated to affordable housing initiatives, and we maintain longstanding partnerships with housing agencies across our footprint. These partners provide first-time homebuyer education as well as assistance with down payments and closing costs, helping to ensure that more borrowers can achieve sustainable homeownership. 8 Table of Contents Environmental The Company is focused on the environment and committed to business practices and activities that encourage sustainability and minimize our environmental impact. In larger facilities, the Company conserves energy through the use of building energy management systems and motion sensor lighting controls. In new construction and renovations, the Company incorporates high-efficiency mechanical equipment, LED lighting, and modern building techniques to reduce our carbon footprint wherever possible. The Company has an ongoing initiative to replace existing lighting with LED lighting to reduce energy consumption. Services like mobile and online banking, remote deposit capture, electronic loan payments, eStatements and combined statements enable us to support all customers in their efforts to consume less fuel and paper. Across our footprint, we host community shred days with multiple confidential document destruction companies to promote safe document disposal and recycling. Supervision and Regulation The Company, the Bank and certain of its non-banking subsidiaries are subject to extensive regulation under federal and state laws. The regulatory framework applicable to bank holding companies and their subsidiary banks is intended to protect depositors, federal deposit insurance funds and the stability of the U.S. banking system. This system is not designed to protect equity investors in bank holding companies, such as the Company. Set forth below is a summary of the significant laws and regulations applicable to the Company and its subsidiaries. The description that follows is qualified in its entirety by reference to the full text of the statutes, regulations and policies that are described. Such statutes, regulations and policies are subject to ongoing review by Congress and state legislatures and federal and state regulatory agencies. A change in any of the statutes, regulations or regulatory policies applicable to the Company and its subsidiaries could have a material effect on the results of the Company. Overview The Company is a registered bank holding company and financial holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and is subject to the supervision of, and regular examination by, the FRB as its primary federal regulator. The Company is also subject to the jurisdiction of the SEC, and is subject to the disclosure and other regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as administered by the SEC. The Company’s common stock is listed on the NASDAQ Global Select market under the ticker symbol, “NBTB,” and the Company is subject to the NASDAQ rules. The Bank is chartered as a national banking association under the National Bank Act. The Bank is subject to the supervision of, and to regular examination by, the OCC as its chartering authority and primary federal regulator. The Bank is also subject to the supervision and regulation, to a limited extent, of the FDIC as its deposit insurer. Financial products and services offered by the Company and the Bank are subject to federal consumer protection laws and implementing regulations promulgated by the Consumer Financial Protection Bureau (“CFPB”). The Company and the Bank are also subject to oversight by state attorneys general for compliance with state consumer protection laws. The Bank’s deposits are insured by the FDIC up to the applicable deposit insurance limits in accordance with FDIC laws and regulations. The non-bank subsidiaries of the Company and the Bank are subject to federal and state laws and regulations, including regulations of the FRB and the OCC, respectively. Since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), U.S. banks and financial services firms have been subject to enhanced regulation and oversight. It is not clear at this time what the effects on the Company and the Bank will be of any legislation or regulatory changes that may be enacted or implemented by the current administration or otherwise in the future. 9 Table of Contents Federal Bank Holding Company Regulation The Company is a bank holding company as defined by the BHC Act. The BHC Act generally limits the business of the Company to banking, managing or controlling banks and other activities that the FRB has determined to be so closely related to banking “as to be a proper incident thereto.” The Company has also qualified for and elected to be a financial holding company. Financial holding companies may engage in any activity, or acquire and retain the shares of a company engaged in any activity, that is either (1) financial in nature or incidental to such financial activity (as determined by the FRB in consultation with the Secretary of the Treasury), or (2) complementary to a financial activity and that does not pose a substantial risk to the safety and soundness of depository institutions or the financial system (as solely determined by the FRB). If a bank holding company seeks to engage in the broader range of activities permitted under the BHC Act for financial holding companies, (1) the bank holding company and all of its depository institution subsidiaries must be “well capitalized” and “well managed,” as defined in the FRB’s Regulation Y and (2) it must file a declaration with the FRB that it elects to be a “financial holding company.” In order for a financial holding company to commence any activity that is financial in nature, incidental thereto, or complementary to a financial activity, or to acquire a company engaged in any such activity permitted by the BHC Act, each insured depository institution subsidiary of the financial holding company must have received a rating of at least “satisfactory” in its most recent examination under the Community Reinvestment Act of 1977 (the “CRA”). See the section captioned “Community Reinvestment Act of 1977” for further information relating to the CRA. The FRB has the power to order any bank holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when the FRB has reasonable grounds to believe that continuation of such activity or such ownership or control constitutes a serious risk to the financial soundness, safety or stability of any bank subsidiary of the bank holding company. Regulation of Mergers and Acquisitions The BHC Act, the Bank Merger Act and other federal and state statutes regulate acquisitions of depository institutions and their holding companies. The BHC Act requires prior FRB approval for a bank holding company to acquire, directly or indirectly, 5% or more of any class of voting securities of a commercial bank or its parent holding company and for a company, other than a bank holding company, to acquire 25% or more of any class of voting securities of a bank or bank holding company (and sometimes a lower percentage if there are other indications of control). Under the Change in Bank Control Act, any person, including a company, may not acquire, directly or indirectly, control of a bank without providing 60 days’ prior notice and receiving a non-objection from the appropriate federal banking agency. Under the Bank Merger Act, prior approval of the OCC is required for a national bank to merge with another bank where the national bank is the surviving bank or to purchase the assets or assume the deposits of another bank. In reviewing applications seeking approval of merger and acquisition transactions, the federal banking agencies will consider, among other criteria, the competitive effect and public benefits of the transactions, the capital position of the combined banking organization, the applicant’s performance record under the CRA and the effectiveness of the subject organizations in combating money laundering activities. As a financial holding company, the Company is permitted to acquire control of non-depository institutions engaged in activities that are financial in nature and in activities that are incidental to financial activities without prior FRB approval. However, the BHC Act, as amended by the Dodd-Frank Act, requires prior written approval from the FRB or prior written notice to the FRB before a financial holding company may acquire control of a company with consolidated assets of $10 billion or more. Capital Distributions The principal source of the Company’s liquidity is dividends from the Bank. The OCC oversees the ability of the Bank to make capital distributions, including dividends. The OCC generally prohibits a depository institution from making any capital distributions (including payment of a dividend) or paying any management fee to its parent holding company if the bank would thereafter be undercapitalized. The OCC’s prior approval is required if the total of all dividends declared by a national bank in any calendar year would exceed the sum of the bank’s net income for that year and its undistributed net income for the preceding two calendar years, less any required transfers to surplus. The National Bank Act also prohibits national banks from paying dividends that would be greater than the bank’s undivided profits after deducting statutory bad debt in excess of the bank’s allowance for loan losses. The federal banking agencies have indicated that paying dividends that deplete a bank’s capital base to an inadequate level would be an unsafe and unsound banking practice and that banking organizations should generally pay dividends only out of current operating earnings. The appropriate federal regulatory authority is authorized to determine, based on the financial condition of a bank holding company or a bank, that the payment of dividends would be an unsafe or unsound practice and to prohibit such payment. 10 Table of Contents Affiliate and Insider Transactions Transactions between the Bank and its affiliates, including the Company, are governed by Sections 23A and 23B of the Federal Reserve Act (the “FRA”) and the FRB’s implementation of Regulation W. An “affiliate” of a bank includes any company or entity that controls, is controlled by or is under common control with such bank. In a bank holding company context, at a minimum, the parent holding company of a bank and companies that are controlled by such parent holding company, are affiliates of the bank. Generally, Sections 23A and 23B of the FRA are intended to protect insured depository institutions from losses in transactions with affiliates. These sections place quantitative and qualitative limitations on covered transactions between the Bank and its affiliates and require that all transactions between a bank and its affiliates occur on market terms that are consistent with safe and sound banking practices. Section 22(h) of the FRA and its implementation of Regulation O restricts loans to the Bank’s and its affiliates’ directors, executive officers and principal stockholders (“Insiders”). Under Section 22(h), loans to Insiders and their related interests may not exceed, together with all other outstanding loans to such persons and affiliated entities, the Bank’s loan-to-one borrower limit. Loans to Insiders above specified amounts must receive the prior approval of the Bank’s Board of Directors. Further, under Section 22(h) of the FRA, loans to directors, executive officers and principal stockholders must be made on terms substantially the same as offered in comparable transactions to other persons, except that such Insiders may receive preferential loans made under a benefit or compensation program that is widely available to the Bank’s employees and does not give preference to the Insider over the employees. Section 22(g) of the FRA places additional limitations on loans to the Bank’s and its affiliates’ executive officers. Federal Deposit Insurance and Brokered Deposits The FDIC’s deposit insurance limit is $250,000 per depositor, per insured bank, for each account ownership category, in accordance with applicable FDIC regulations. The Bank’s deposit accounts are fully insured by the FDIC Deposit Insurance Fund (the “DIF”) up to the deposit insurance limits in accordance with applicable laws and regulations. The FDIC uses a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes into account a bank’s capital level and supervisory rating (“CAMELS rating”). The risk matrix uses different risk categories distinguished by capital levels and supervisory ratings. As a result of the Dodd-Frank Act, the base for deposit insurance assessments is the consolidated average assets less average tangible equity. Assessment rates are calculated using formulas that take into account the risk of the institution being assessed. Under FDIC laws and regulations, no FDIC-insured depository institution can accept brokered deposits unless it is well capitalized or unless it is adequately capitalized and receives a waiver from the FDIC. Applicable laws and regulations also limit the interest rate that any depository institution that is not well capitalized may pay on brokered deposits. Under the Federal Deposit Insurance Act (“FDIA”), the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. The Bank’s management is not aware of any practice, condition or violation that might lead to the termination of its deposit insurance. Federal Home Loan Bank System The Bank is also a member of the FHLB of New York, which provides a central credit facility primarily for member institutions for home mortgage and neighborhood lending. The Bank is subject to the rules and requirements of the FHLB, including the requirement to acquire and hold shares of capital stock in the FHLB in an amount at least equal to the sum of 0.125% of mortgage related assets at the beginning of each year. The Bank was in compliance with FHLB rules and requirements as of December 31, 2025. 11 Table of Contents Debit Card Interchange Fees The Dodd-Frank Act requires that any interchange transaction fee charged for a debit transaction be reasonable and proportional to the cost incurred by the issuer for the transaction. FRB regulations mandated by the Dodd-Frank Act limit interchange fees on debit cards to a maximum of 21 cents per transaction plus 5 bps of the transaction amount. The rule also permits a fraud-prevention adjustment of 1 cent per transaction conditioned upon an issuer developing, implementing and updating reasonably designed fraud-prevention policies and procedures. Issuers that, together with their affiliates, have less than $10 billion of assets, are exempt from the debit card interchange fee standards. In addition, FRB regulations prohibit all issuers, including the Company and the Bank, from restricting the number of networks over which electronic debit transactions may be processed to less than two unaffiliated networks. In October 2023, the FRB issued a proposal under which the maximum permissible interchange fee for an electronic debit transaction would be the sum of 14.4 cents per transaction and 4 bps multiplied by the value of the transaction. Furthermore, the fraud-prevention adjustment would increase from a maximum of 1 cent to 1.3 cents per debit card transaction. The proposal would adopt an approach for future adjustments to the interchange fee cap, which would occur every other year based on issuer cost data gathered by the FRB from large debit card issuers. The comment period for this proposal ended in May 2024 but no final rule has been published to date. In December 2025, nine major financial trade organizations urged the Fed to withdraw this proposal given the passage of time, arguing that the 2021 data upon which the 2023 proposed rule was based does not support informed decision-making, and there is still uncertainty with respect to the outcome of litigation challenging these FRB regulations. The extent to which any such proposed changes in permissible interchange fees will impact our future revenues is currently uncertain. Source of Strength Doctrine FRB policy requires bank holding companies to act as a source of financial and managerial strength to their subsidiary banks. Section 616 of the Dodd-Frank Act codifies the requirement that bank holding companies serve as a source of financial strength to their subsidiary depository institutions. A bank holding company’s failure to meet its obligations to serve as a source of strength to its subsidiary banks will generally be considered by the FRB to be an unsafe and unsound banking practice or a violation of FRB regulations or both. As a result, the Company is expected to commit resources to support the Bank, including at times when the Company may not be in a financial position to provide such resources. Any capital loan by the Company to the Bank is subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary banks. The U.S. Bankruptcy Code provides that, in the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to priority of payment. In addition, under the National Bank Act, if the Bank’s capital stock is impaired by losses or otherwise, the OCC is authorized to require payment of the deficiency by assessment upon the Company. If the assessment is not paid within three months, the OCC could order a sale of Bank stock held by the Company to cover any deficiency. Capital Adequacy In July 2013, the FRB, the OCC and the FDIC approved final rules (the “Capital Rules”) that established a new capital framework for U.S. banking organizations. The Capital Rules generally implement the Basel Committee on Banking Supervision’s (the “Basel Committee”) December 2010 final capital framework referred to as “Basel III” for strengthening international capital standards. The Capital Rules revised the definitions and the components of regulatory capital, as well as addressed other issues affecting the numerator in banking institutions’ regulatory capital ratios. The Capital Rules also addressed asset risk weights and other matters affecting the denominator in banking institutions’ regulatory capital ratios and replace the existing general risk-weighting approach with a more risk-sensitive approach. 12 Table of Contents The Capital Rules: (1) require a capital measure called “Common Equity Tier 1” (“CET1”) and related regulatory capital ratio of CET1 to risk-weighted assets; (2) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; (3) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (4) expand the scope of the deductions from and adjustments to capital as compared to existing regulations. Under the Capital Rules, for most banking organizations, including the Company, the most common form of Additional Tier 1 capital is non-cumulative perpetual preferred stock and the most common forms of Tier 2 capital are subordinated notes and a portion of the allocation for loan losses, in each case, subject to the Capital Rules’ specific requirements. Pursuant to the Capital Rules, the minimum capital ratios are: ● 4.5% CET1 to risk-weighted assets; ● 6.0% Tier 1 capital (CET1 plus Additional Tier 1 capital) to risk-weighted assets; ● 8.0% Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and ● 4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”). The Capital Rules also require a “capital conservation buffer,” composed entirely of CET1, on top of these minimum risk-weighted asset ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity and other capital instrument repurchases and compensation based on the amount of the shortfall. The additional capital conservation buffer applicable to the Company and the Bank is 2.5% of CET1, and effectively results in minimum ratios inclusive of the capital conservation buffer of (1) CET1 to risk-weighted assets of at least 7%, (2) Tier 1 capital to risk-weighted assets of at least 8.5% and (3) Total capital to risk-weighted assets of at least 10.5%. The risk-weighting categories in the Capital Rules are standardized and include a risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures and resulting in higher risk weights for a variety of asset classes. The Capital Rules provide for a number of deductions from and adjustments to CET1. In addition, under the prior general risk-based capital rules, the effects of AOCI items included in stockholders’ equity (for example, marks-to-market of securities held in the AFS portfolio) under GAAP were excluded for the purposes of determining regulatory capital ratios. Under the Capital Rules, the effects of certain AOCI items are not excluded; however, banking organizations not using the advanced approaches, including the Company and the Bank, were permitted to make a one-time permanent election to continue to exclude these items in January 2015. The Capital Rules also preclude certain hybrid securities, such as trust preferred securities issued after May 19, 2010, from inclusion in bank holding companies’ Tier 1 capital. Management believes that the Company is in compliance with the targeted capital ratios. Prompt Corrective Action and Safety and Soundness Pursuant to Section 38 of the FDIA, federal banking agencies are required to take “prompt corrective action” (“PCA”) should an insured depository institution fail to meet certain capital adequacy standards. At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits. Furthermore, if an insured depository institution is classified in one of the undercapitalized categories, it is required to submit a capital restoration plan to the appropriate federal banking agency and the holding company must guarantee the performance of that plan. Based upon its capital levels, a bank that is classified as well capitalized, adequately capitalized or undercapitalized, may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition or an unsafe or unsound practice, warrants such treatment. For purposes of PCA, to be: (1) well capitalized, an insured depository institution must have a total risk based capital ratio of at least 10%, a Tier 1 risk based capital ratio of at least 8%, a CET1 risk based capital ratio of at least 6.5%, and a Tier 1 leverage ratio of at least 5%; (2) adequately capitalized, an insured depository institution must have a total risk based capital ratio of at least 8%, a Tier 1 risk based capital ratio of at least 6%, a CET1 risk based capital ratio of at least 4.5%, and a Tier 1 leverage ratio of at least 4%; (3) undercapitalized, an insured depository institution would have a total risk based capital ratio of less than 8%, a Tier 1 risk based capital ratio of less than 6%, a CET1 risk based capital ratio of less than 4.5%, and a Tier 1 leverage ratio of less than 4%; (4) significantly undercapitalized, an insured depository institution would have a total risk based capital ratio of less than 6%, a Tier 1 risk based capital ratio of less than 4%, a CET1 risk based capital ratio of less than 3%, and a Tier 1 leverage ratio of less than 3%; (5) critically undercapitalized, an insured depository institution would have a ratio of tangible equity to total assets that is less than or equal to 2%. At December 31, 2025, the Bank qualified as “well capitalized” under applicable regulatory capital standards. Bank holding companies and insured depository institutions may also be subject to potential enforcement actions of varying levels of severity by the federal banking agencies for unsafe or unsound practices in conducting their business or for violation of any law, rule, regulation, condition imposed in writing by the agency or term of a written agreement with the agency. In more serious cases, enforcement actions may include the issuance of directives to increase capital; the issuance of formal and informal agreements; the imposition of civil monetary penalties; the issuance of a cease and desist order that can be judicially enforced; the issuance of removal and prohibition orders against officers, directors and other institution-affiliated parties; the termination of the insured depository institution’s deposit insurance; the appointment of a conservator or receiver for the insured depository institution; and the enforcement of such actions through injunctions or restraining orders based upon a judicial determination that the FDIC, as receiver, would be harmed if such equitable relief was not granted. 13 Table of Contents Volcker Rule Section 619 of the Dodd-Frank Act, commonly known as the Volcker Rule, restricts the ability of banking entities from: (1) engaging in “proprietary trading” and (2) investing in or sponsoring certain covered funds, subject to certain limited exceptions. Depositor Preference The FDIA provides that, in the event of the “liquidation or other resolution” of an insured depository institution, the claims of depositors of the institution, including the claims of the FDIC as subrogee of insured depositors and certain claims for administrative expenses of the FDIC as a receiver, will have priority over other general unsecured claims against the institution. If an insured depository institution fails, insured and uninsured depositors, along with the FDIC, will have priority in payment ahead of unsecured, non-deposit creditors, including the parent bank holding company, with respect to any extensions of credit they have made to such insured depository institution. Consumer Protection and CFPB Supervision The Dodd-Frank Act centralized responsibility for consumer financial protection by creating the CFPB, an independent agency charged with responsibility for implementing, enforcing and examining compliance with federal consumer financial laws. The Company grew its asset base in excess of $10 billion in 2020. The Company is now subject to the CFPB’s examination authority with regard to compliance with federal consumer financial laws and regulations, in addition to the OCC as the primary regulatory of the Bank. Under the Dodd-Frank Act, state attorneys general are also empowered to enforce rules issued by the CFPB. The Company is subject to federal consumer financial statutes and the regulations promulgated thereunder including, but not limited to: ● the Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; ● the Equal Credit Opportunity Act (“ECOA”), prohibiting discrimination in connection with the extension of credit; ● the Home Mortgage Disclosure Act (“HMDA”), requiring home mortgage lenders, including the Bank, to make available to the public expanded information regarding the pricing of home mortgage loans, including the “rate spread” between the annual percentage rate and the average prime offer rate for mortgage loans of a comparable type; ● the Fair Credit Reporting Act (“FCRA”), governing the provision of consumer information to credit reporting agencies and the use of consumer information; and ● the Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected by collection agencies. The Bank’s failure to comply with any of the consumer financial laws can result in civil actions, regulatory enforcement action by the federal banking agencies and the U.S. Department of Justice. 14 Table of Contents USA PATRIOT Act The Bank Secrecy Act (“BSA”), as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”), imposes obligations on U.S. financial institutions, including banks and broker-dealer subsidiaries, to implement policies, procedures and controls which are reasonably designed to detect and report instances of money laundering and the financing of terrorism. Financial institutions also are required to respond to requests for information from federal banking agencies and law enforcement agencies. Information sharing among financial institutions for the above purposes is encouraged by an exemption granted to complying financial institutions from the privacy provisions of the GLBA and other privacy laws. Financial institutions that hold correspondent accounts for foreign banks or provide private banking services to foreign individuals are required to take measures to avoid dealing with certain foreign individuals or entities, including foreign banks with profiles that raise money laundering concerns and are prohibited from dealing with foreign “shell banks” and persons from jurisdictions of particular concern. The primary federal banking agencies and the Secretary of the Treasury have adopted regulations to implement several of these provisions. Since May 11, 2018, the Bank has been required to comply with the Customer Due Diligence Rule, which clarified and strengthened the existing obligations for identifying new and existing customers and explicitly included risk-based procedures for conducting ongoing customer due diligence. All financial institutions also are required to establish internal anti-money laundering programs. The effectiveness of a financial institution in combating money laundering activities is a factor to be considered in any application submitted by the financial institution under the Bank Merger Act. The Company has a BSA and USA PATRIOT Act Board-approved compliance program commensurate with its risk profile. Identity Theft Prevention The FCRA’s Red Flags Rule requires financial institutions with covered accounts (e.g., consumer bank accounts and loans) to develop, implement and administer an identity theft prevention program. Our program includes policies and procedures to detect suspicious patterns or practices, such as inconsistencies in personal information or unusual account activity, that may indicate identity theft. Office of Foreign Assets Control Regulation The United States government has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. These are typically known as the “OFAC” rules based on their administration by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”). The OFAC-administered sanctions targeting countries take many different forms. Generally, they contain one or more of the following elements: (1) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in or providing investment-related advice or assistance to a sanctioned country; and (2) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences. Financial Privacy and Data Security The Company and the Bank are subject to federal laws, including the GLBA and certain state laws containing consumer privacy protection provisions. These provisions limit the ability of banks and other financial institutions to disclose nonpublic information about consumers to affiliated and non-affiliated third parties and limit the reuse of certain consumer information received from nonaffiliated financial institutions. These provisions require notice of privacy policies to clients and, in some circumstances, allow consumers to prevent disclosure of certain nonpublic personal information to affiliates or non-affiliated third parties by means of “opt out” or “opt in” authorizations. The GLBA requires that financial institutions implement comprehensive written information security programs that include administrative, technical and physical safeguards to protect consumer information. Further, pursuant to interpretive guidance issued under the GLBA and certain state laws, financial institutions are required to notify clients of security breaches resulting in unauthorized access to their personal information. The Bank follows all GLBA obligations. The Bank is also subject to data security standards, privacy and data breach notice requirements, primarily those issued by the OCC. The federal banking agencies, through the Federal Financial Institutions Examination Council, have adopted guidelines to encourage financial institutions to address cybersecurity risks and identify, assess and mitigate these risks, both internally and at critical third party services providers. The Company continues to invest in advanced technologies and partnerships to strengthen its cybersecurity posture and mitigate emerging threats. 15 Table of Contents Community Reinvestment Act of 1977 The Bank has a responsibility under the CRA, as implemented by OCC regulations, to help meet the credit needs of the communities it serves, including low- and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. Regulators periodically assess the Bank’s record of compliance with the CRA. The Bank’s failure to comply with the CRA could, at a minimum, result in regulatory restrictions on its activities and the activities of the Company. The Bank’s most current CRA rating was “Satisfactory.” Future Legislative and Regulatory Initiatives Congress, state legislatures and financial regulatory agencies may introduce various legislative and regulatory initiatives that could affect the financial services industry, generally. Such initiatives may include proposals to expand or contract the powers of bank holding companies and/or depository institutions or proposals to substantially change the financial institution regulatory system. This includes changes in priorities and operations of regulatory agencies in connection with new leadership or otherwise. Such legislation or regulatory changes could change banking statutes and the regulatory and operating environment of the Company in substantial and unpredictable ways. If enacted or implemented, such legislation or regulatory changes could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions and other financial institutions. The Company cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it or any implementing regulations would have on the financial condition or results of operations of the Company. A change in statutes, regulations or regulatory policies applicable to the Company or any of its subsidiaries could have a material effect on the business of the Company. Available Information The Company’s website is www.nbtbancorp.com. The Company makes available free of charge through its website its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act. We also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of that Act, as well as our Code of Business Conduct and Ethics and other codes/committee charters. The references to our website do not constitute incorporation by reference of the information contained in the website and such information should not be considered part of this document. This Annual Report on Form 10-K and other reports filed with the SEC are available on the SEC’s website, which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s website address is www.sec.gov. 16 Table of Contents ITEM 1A. RISK FACTORS There are risks inherent to the Company’s business. The material risks and uncertainties that management believes affect the Company are described below. Any of the following risks could affect the Company’s financial condition and results of operations and could be material and/or adverse in nature. You should consider all of the following risks together with all of the other information in this Annual Report on Form 10-K. Risks Related to our Business and Industry The Company may be adversely affected by conditions in the financial markets and economic conditions generally. Key macroeconomic conditions historically have affected the Company’s business, results of operations and financial condition and are likely to affect them in the future. Consumer confidence, unemployment and other economic indicators are among the factors that often impact consumer spending and payment behavior and demand for credit. The Company relies primarily on interest and fees on our loan receivables to generate net earnings. The economy in the United States and globally has experienced volatility in recent years and may continue to do so for the foreseeable future. There can be no assurance that economic conditions will not worsen. Unfavorable or uncertain economic conditions can be caused by declines in economic growth, business activity or investor or business confidence, limitations on the availability or increases in the cost of credit and capital, trade wars or tariffs, inflation, changes in interest rates, the timing and impact of geopolitical uncertainties, natural disasters, epidemics and pandemics, terrorist attacks, acts of war or a combination of these or other factors. Federal budget deficit concerns and the potential for political conflict over legislation to fund U.S. government operations and raise the U.S. government’s debt limit may increase the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession in the United States. A worsening of business and economic conditions could have adverse effects on our business, including the following: ● investors may have less confidence in the equity markets in general and in financial services industry stocks in particular, which could place downward pressure on the Company’s stock price and resulting market valuation; ● consumer and business confidence levels could be lowered and cause declines in credit usage and adverse changes in payment patterns, causing increases in delinquencies and default rates; ● the Company’s ability to assess the creditworthiness of its customers may be impaired if the models and approaches the Company uses to select, manage and underwrite its customers become less predictive of future behaviors; ● the Company could suffer decreases in demand for loans or other financial products and services or decreased deposits or other investments in accounts with the Company; ● demand for and income received from the Company’s fee-based services could decline; ● customers of the Company’s trust and benefit plan administration business may liquidate investments, which together with lower asset values, may reduce the level of assets under management and administration and thereby decrease the Company’s investment management and administration revenues; ● competition in the financial services industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions or otherwise; and ● the value of loans and other assets or collateral securing loans may decrease. Deterioration in local economic conditions may negatively impact our financial performance. The Company’s success depends primarily on the general economic conditions in upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine, central and northwestern Connecticut and the specific local markets in which the Company operates. Unlike larger national or other regional banks that are more geographically diversified, the Company provides banking and financial services to customers primarily in the upstate New York areas of Norwich, Albany, Amsterdam-Gloversville, Binghamton, Buffalo, Glens Falls, Hudson Valley, Ogdensburg-Massena, Oneonta, Plattsburgh, Rochester, Syracuse and Utica-Rome, the northeastern Pennsylvania areas of Scranton and Wilkes-Barre, Berkshire County, Massachusetts, southern New Hampshire, Vermont, southern Maine and central and northwestern Connecticut. The local economic conditions in these areas have a significant impact on the demand for the Company’s products and services as well as the ability of the Company’s customers to repay loans, the value of the collateral securing loans and the stability of the Company’s deposit funding sources. 17 Table of Contents A downturn in our local economies could cause significant increases in nonperforming loans, which could negatively impact our earnings. Declines in real estate values in our market areas could cause any of our loans to become inadequately collateralized, which would expose us to greater risk of loss. Additionally, a decline in real estate values could result in the decline of originations of such loans, as most of our loans and the collateral securing our loans are located in those areas. Severe weather, flooding and other effects of climate change and other natural disasters could adversely affect our financial condition, results of operations or liquidity. Our branch locations and our customers’ properties may be adversely impacted by flooding, wildfires, high winds and other effects of severe weather conditions. These events can force property closures, result in property damage and/or result in delays in expansion, development or renovation of our properties and those of our customers. Even if these events do not directly impact our properties or our customers’ properties, they may impact us and our customers through increased insurance, energy or other costs. In addition, changes in laws or regulations, including federal, state or city laws, relating to climate change could result in increased capital expenditures to improve the energy efficiency of our branch locations and/or our customers’ properties. Ongoing legislative or regulatory uncertainties and changes regarding climate risk management and practices may result in higher regulatory, compliance, credit and reputational risks and costs. Variations in interest rates could adversely affect our results of operations and financial condition. The Company’s earnings and financial condition, like that of most financial institutions, are largely dependent upon net interest income, which is the difference between interest and dividend income earned from loans and securities and interest expense paid on deposits and borrowings. The narrowing of interest rate spreads could adversely affect the Company’s earnings and financial condition. Interest rates remain elevated compared to recent years and may increase. The Company cannot predict with certainty, or control, changes in interest rates. Regional and local economic conditions and the policies of regulatory authorities, including monetary policies of the FRB, affect rates and, therefore, interest income and interest expense. High interest rates could also affect the amount of loans that the Company can originate because higher rates could cause customers to apply for fewer mortgages or cause depositors to shift funds from accounts that have a comparatively lower cost to accounts with a higher cost. The Company may also experience customer attrition due to competitor pricing on both deposits and loans. If the cost of interest-bearing deposits increases at a rate greater than the yields on interest-earning assets increase, net interest income will be negatively affected. Changes in the asset and liability mix may also affect net interest income. Similarly, lower interest rates cause higher yielding assets to prepay and floating or adjustable rate assets to reset to lower rates. If the Company is not able to reduce its funding costs sufficiently, due to either competitive factors or the maturity schedule of existing liabilities, then the Company’s NIM will decline. Any substantial or unexpected change in, or prolonged change in market interest rates could have a material adverse effect on the Company’s financial condition and results of operations. See the section captioned “Net Interest Income” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 7A. Quantitative and Qualitative Disclosure About Market Risk located elsewhere in this report for further discussion related to the Company’s management of interest rate risk. Our lending, and particularly our emphasis on commercial lending, exposes us to the risk of losses upon borrower default. As of December 31, 2025, approximately 56% of the Company’s loan portfolio consisted of commercial and industrial, agricultural, commercial construction and CRE loans. These types of loans generally expose a lender to greater risk of non-payment and loss than residential mortgage loans because repayment of the loans often depends on the successful operation of the property, the income stream of the borrowers and, for construction loans, the accuracy of the estimate of the property’s value at completion of construction and the estimated cost of construction. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential mortgage loans. Because the Company’s loan portfolio contains a significant number of commercial and industrial, agricultural, construction and CRE loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in nonperforming loans. An increase in nonperforming loans could result in a net loss of earnings from these loans, an increase in the provision for loan losses and/or an increase in loan charge-offs, all of which could have a material adverse effect on the Company’s financial condition and results of operations. See the section captioned “Loans” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations located elsewhere in this report for further discussion related to our commercial and industrial, agricultural, construction and CRE loans. 18 Table of Contents Our allowance for credit losses may not be sufficient to cover actual loan losses, which could have a material adverse effect on our business, financial condition and results of operations. The Company maintains an allowance for credit losses, which is an allowance established through a provision for loan losses charged to expense, that represents management’s best estimate of expected credit losses within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The determination of the appropriate level of the allowance for credit losses inherently involves a high degree of subjectivity and requires the Company to make significant estimates of current credit risks, forecast economic conditions and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of the Company’s control, may require an increase in the allowance for credit losses. Bank regulatory agencies periodically review the Company’s allowance for credit losses and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different from those of management. In addition, if charge-offs in future periods exceed the allowance for credit losses, the Company may need additional provisions to increase the allowance for credit losses. These potential increases in the allowance for credit losses would result in a decrease in net income and, possibly, capital and may have a material adverse effect on the Company’s financial condition and results of operations. See the section captioned “Risk Management – Credit Risk” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations located elsewhere in this report for further discussion related to the Company’s process for determining the appropriate level of the allowance for loan losses. Management expects that the CECL model may create more volatility in the level of our allowance for credit losses from quarter to quarter as changes in the level of allowance for credit losses will be dependent upon, among other things, macroeconomic forecasts and conditions, loan portfolio volumes and credit quality. Strong competition within our industry and market area could adversely affect our performance and slow our growth. The Company faces substantial competition in all areas of its operations from a variety of different competitors, many of which are larger and may have more financial resources. Such competitors primarily include national, regional and community banks within the various markets in which the Company operates. Additionally, various banks continue to enter or have announced plans to enter the market areas in which the Company currently operates. The Company also faces competition from many other types of financial institutions, including, without limitation, savings and loans, credit unions, finance companies, brokerage firms, insurance companies and other financial intermediaries. The financial services industry could continue to become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of the Company’s competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than the Company can. The Company’s ability to compete successfully depends on a number of factors, including, among other things: ● the ability to develop, maintain and build upon long-term customer relationships based on top-quality service, high ethical standards and safe, sound assets; ● the ability to expand the Company’s market position; ● the scope, relevance and pricing of products and services offered to meet customer needs and demands; ● the rate at which the Company introduces new products, services and technologies relative to its competitors; ● customer satisfaction with the Company’s level of service; ● industry and general economic trends; and ● the ability to attract and retain talented employees. Failure to perform in any of these areas could significantly weaken the Company’s competitive position, which could adversely affect the Company’s growth and profitability, which, in turn, could have a material adverse effect on the Company’s financial condition and results of operations. 19 Table of Contents The Company is subject to liquidity risk, which could adversely affect net interest income and earnings. The purpose of the Company’s liquidity management is to meet the cash flow obligations of its customers for both deposits and loans. Regulators are increasingly focused on liquidity risk after the bank failures of 2023. The primary liquidity measurement the Company utilizes is called basic surplus, which captures the adequacy of the Company’s access to reliable sources of cash relative to the stability of its funding mix of average liabilities. This approach recognizes the importance of balancing levels of cash flow liquidity from short and long-term securities with the availability of dependable borrowing sources, which can be accessed when necessary. However, competitive pressure on deposit pricing could result in a decrease in the Company’s deposit base or an increase in funding costs. In addition, liquidity will come under additional pressure if loan growth exceeds deposit growth. These scenarios could lead to a decrease in the Company’s basic surplus measure to an amount below the minimum policy level of 5%. To manage this risk, the Company has the ability to purchase brokered time deposits, borrow against established borrowing facilities with other banks (federal funds) and enter into repurchase agreements with investment companies. Depending on the level of interest rates applicable to these alternatives, the Company’s net interest income, and therefore earnings, could be adversely affected. See the section captioned “Liquidity Risk” in Item 7. Our ability to service our debt, pay dividends and otherwise pay our obligations as they come due is substantially dependent on capital distributions from our subsidiaries. The Company is a separate and distinct legal entity from its subsidiaries. It receives substantially all of its revenue from dividends from its subsidiaries. These dividends are the principal source of funds to pay dividends on the Company’s common stock and interest and principal on the Company’s debt. Various federal and/or state laws and regulations limit the amount of dividends that the Bank may pay to the Company. In addition, the Company’s right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors. In the event the Bank is unable to pay dividends to the Company, the Company may not be able to service debt, pay obligations or pay dividends on the Company’s common stock. The inability to receive dividends from the Bank could have a material adverse effect on the Company’s business, financial condition and results of operations. A reduction in the Company’s credit rating could adversely affect our business and/or the holders of our securities. The credit rating agency rating our indebtedness regularly evaluates the Company and the Bank. Credit ratings are based on a number of factors, including our financial strength and ability to generate earnings, as well as factors not entirely within our control, including conditions affecting the financial services industry generally and the economy and changes in rating methodologies. There can be no assurance that the Company will maintain our current credit ratings. A downgrade of the credit ratings of the Company or the Bank could adversely affect our access to liquidity and capital, significantly increase our cost of funds, and decrease the number of investors and counterparties willing to lend to the Company or purchase our securities. This could affect our growth, profitability, and financial condition, including liquidity. The Company relies on third parties to provide key components of its business infrastructure. The Company relies on third parties to provide key components for its business operations, such as data processing and storage, recording and monitoring transactions, online banking interfaces and services, internet connections and network access. While the Company selects these third party vendors carefully, it does not control their actions. Any problems caused by these third parties, including those resulting from breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or higher volumes, cyber-attacks and security breaches at a vendor, failure of a vendor to provide services for any reason or poor performance of services by a vendor, could adversely affect the Company’s ability to deliver products and services to its customers and otherwise conduct its business. Financial or operational difficulties of a third party vendor could also hurt the Company’s operations if those difficulties interfere with the vendor’s ability to serve the Company. Replacing these third party vendors also could create significant delays and expense that adversely affect the Company’s business and performance. There are substantial risks and uncertainties associated with the introduction or expansion of lines of business or new products and services within existing lines of business. From time to time, the Company may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, the Company may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove attainable. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of the Company’s system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on the Company’s business, results of operations and financial condition. 20 Table of Contents Risks Related to Legal, Governmental and Regulatory Changes We are subject to extensive government regulation and supervision, which may interfere with our ability to conduct our business and may negatively impact our financial results. We are subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, the DIF and the safety and soundness of the banking system as a whole, not stockholders. These regulations affect the Company’s lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Furthermore, political and policy goals of elected officials may change over time, which could impact the rulemaking, supervision, examination and enforcement priorities of federal banking agencies. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect the Company in substantial and unpredictable ways. Such changes could subject the Company to additional costs, limit the types of financial services and products the Company may offer and/or limit the pricing the Company may charge on certain banking services, among other things. Compliance personnel and resources may increase our costs of operations and adversely impact our earnings. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on our business, financial condition and results of operations. While the Company has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur. See the section captioned “Supervision and Regulation” in Item 1. Business of this report for further information. We are subject to heightened regulatory requirements because we exceed $10 billion in total consolidated assets. As of December 31, 2025, we had total assets of approximately $16.00 billion. The Dodd-Frank Act, including the Durbin Amendment, and its implementing regulations impose enhanced supervisory requirements on bank holding companies with more than $10 billion in total consolidated assets. For bank holding companies with more than $10 billion in total consolidated assets, such requirements include, among other things: ● applicability of Volcker Rule requirements and restrictions; ● increased capital, leverage, liquidity and risk management standards; ● examinations by the CFPB for compliance with federal consumer financial protection laws and regulations; and ● limits on interchange fees from debit card transactions. The Economic Growth, Regulatory Reform and Consumer Protection Act (“EGRRCPA”), which was enacted in 2018, amended the Dodd-Frank Act to raise the $10 billion stress testing threshold to $250 billion, among other things. The federal financial regulators issued final rules in 2019 to increase the threshold for these stress testing requirements from $10 billion to $250 billion, consistent with the EGRRCPA. Our regulators will consider our compliance with these regulatory requirements that apply to us (in addition to regulatory requirements that applied to us previously) when examining our operations or considering any request for regulatory approval. We may, therefore, incur associated compliance costs and may be required to maintain compliance procedures. Failure to comply with these requirements may negatively impact the results of our operations and financial condition. To ensure compliance, we will be required to invest significant resources, which may necessitate hiring additional personnel and implementing additional internal controls. These additional compliance costs may have a material adverse effect on our business, results of operations and financial condition. 21 Table of Contents Our controls and procedures may fail or be circumvented, which may result in a material adverse effect on our business. Management regularly reviews and updates our internal controls, disclosure controls and procedures and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition. We may be held responsible for environmental liabilities with respect to properties to which we obtain title, resulting in significant financial loss. A significant portion of our loan portfolio at December 31, 2025 was secured by real estate. In the course of our business, we may foreclose and take title to real estate and could be subject to environmental liabilities with respect to these properties. We may be held liable to a government entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to clean up hazardous or toxic substances, or chemical releases at a property. The costs associated with investigation and remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. These costs and claims could adversely affect our business, results of operations, financial condition and liquidity. We may be adversely affected by the soundness of other financial institutions including the FHLB of New York. Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional clients. As a result, defaults by, or even rumors or questions about, one or more financial services companies, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or client. In addition, our credit risk may be exacerbated if the collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due us. There is no assurance that any such losses would not materially and adversely affect our business, financial condition or results of operations. The Company owns common stock of FHLB of New York in order to qualify for membership in the FHLB system, which enables it to borrow funds under the FHLB of New York’s advance program. The carrying value and fair value of our FHLB of New York common stock was $13.6 million as of December 31, 2025. There are 11 branches of the FHLB, including New York, which are jointly liable for the consolidated obligations of the FHLB system. To the extent that one FHLB branch cannot meet its obligations to pay its share of the system’s debt, other FHLB branches can be called upon to make the payment. Any adverse effects on the FHLB of New York could adversely affect the value of our investment in its common stock and negatively impact our results of operations. 22 Table of Contents Provisions of our certificate of incorporation and bylaws, as well as Delaware law and certain banking laws, could delay or prevent a takeover of us by a third party. Provisions of the Company’s certificate of incorporation and bylaws, the corporate law of the State of Delaware and state and federal banking laws, including regulatory approval requirements, could delay, defer or prevent a third party from acquiring the Company, despite the possible benefit to the Company’s stockholders, or otherwise adversely affect the market price of the Company’s common stock. These provisions include supermajority voting requirements for certain business combinations and advance notice requirements for nominations for election to the Board and for proposing matters that stockholders may act on at stockholder meetings. In addition, the Company is subject to Delaware law, which among other things prohibits the Company from engaging in a business combination with any interested stockholder for a period of three years from the date the person became an interested stockholder unless certain conditions are met. These provisions may discourage potential takeover attempts, discourage bids for the Company’s common stock at a premium over market price or adversely affect the market price of and the voting and other rights of the holders of the Company’s common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors other than candidates nominated by the Board. The Company has risk related to legal proceedings. The Company is involved in judicial, regulatory, and arbitration proceedings concerning matters arising from our business activities and fiduciary responsibilities. The Company establishes reserves for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. We may still incur legal costs for a matter even if a reserve is not established. In addition, the actual cost of resolving a legal claim may be substantially higher than any amounts reserved for that matter. The ultimate resolution of a pending or future legal proceeding, depending on the remedy sought and granted, could materially adversely affect our results of operations and financial condition. Risks Related to Information Technology, Cybersecurity and Data Privacy The Company faces operational risks and cybersecurity risks associated with incidents which have the potential to disrupt our operations, cause material harm to our financial condition, result in misappropriation of assets, compromise confidential information and/or damage our business relationships and cannot guarantee that the steps we and our service providers take in response to these risks will be effective. We depend upon data processing, communication systems, and information exchange on a variety of platforms and networks and over the internet to conduct business operations. In addition, we rely on the services of a variety of vendors to meet our data processing and communication needs. Although we require third party providers to maintain certain levels of security, such providers remain vulnerable to breaches, security incidents, system unavailability or other malicious attacks that could compromise sensitive information. Further, new technologies such as AI may be more capable of evading safeguard measures. The risk of experiencing security incidents and disruptions, particularly through cyber-attacks or cyber intrusions, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions by organized crime, hackers, terrorists, nation-states, activists and other external parties has increased. These security incidents may result in disruption of our operations; material harm to our financial condition, cash flows and the market price of our common stock; misappropriation of assets; compromise or corruption of confidential information; liability for information or assets stolen during the incident; remediation costs; increased cybersecurity and insurance costs; regulatory enforcement; litigation; and damage to our stakeholder and customer relationships. Moreover, in the normal course of business, we and our service providers collect and retain certain personal information provided by our customers, employees and vendors. If this information gets mishandled, misused, improperly accessed, lost or stolen, we could suffer significant financial, business, reputational, regulatory or other harm. These risks may increase as we continue to increase and expand our usage of web-based products and applications. These risks require continuous and likely increasing attention and resources from us to, among other actions, identify and quantify potential cybersecurity risks, and upgrade and expand our technologies, systems and processes to adequately address the risk. We provide on-going training for our employees to assist them in detecting phishing, malware and other malicious schemes. Such attention diverts time and resources from other activities and, while we have implemented policies and procedures designed to maintain the security and integrity of the information we and our service providers collect on our and their computer systems, there can be no assurance that our efforts will be effective. Likewise, while we have implemented security measures to prevent unauthorized access to personal information and prevent or limit the effect of possible incidents, we can provide no assurance that a security breach or disruption will not be successful or damaging, or, if any such breach or disruption does occur, that it can be sufficiently or timely remediated. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk. 23 Table of Contents The Company may be adversely affected by fraud. As a financial institution, the Company is inherently exposed to operational risk in the form of theft and other fraudulent activity by employees, customers and other third parties targeting the Company and/or the Company’s customers or data. Such activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering and other dishonest acts. Although the Company devotes substantial resources to maintaining effective policies and internal controls to identify and prevent such incidents, given the increasing sophistication of possible perpetrators, the Company may experience financial losses or reputational harm as a result of fraud. We continually encounter technological change and the failure to understand and adapt to these changes could have a material adverse impact on our business. The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services (including those related to or involving AI, machine learning, blockchain and other technologies). The effective use of technology increases efficiency and enables financial institutions to serve customers better and to reduce costs. The Company’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Company’s operations. Many of the Company’s competitors have substantially greater resources to invest in technological improvements. The Company may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. Failure to successfully keep pace with technological changes affecting the financial services industry could have a material adverse impact on the Company’s business and, in turn, the Company’s financial condition and results of operations. The development and use of AI exposes us to risks that may adversely impact our business. We or our third-party providers may develop or incorporate AI technology in certain business processes, services, or products. The development and use of AI poses a number of risks and challenges to our business. The legal and regulatory environment relating to AI is uncertain and rapidly evolving, and we may be subject to increasing regulations related to our use of these technologies, including regulations related to privacy, data security, and intellectual property rights, which could expose us to legal risks. AI models, particularly generative AI models, may produce incorrect, biased, or misleading results, expose confidential information, or infringe on intellectual property rights. Further, we may rely on AI models developed by third parties, and, to that extent, would be subject to additional risks, including limited oversight of how these models are developed and trained and potential exposure to unauthorized data usage. If our AI models, or those developed by third parties, produce inaccurate or controversial results, we could face legal liability, regulatory scrutiny, reputational harm, or operational inefficiencies. These risks could negatively impact our business, financial results, and the perception of our security measures. The Company’s use of AI currently varies across platforms, with certain third party systems incorporating AI capabilities into routine business operations. As our adoption and internal development of AI enabled tools continues to evolve, we evaluate these technologies through our established Solutions Development Lifecycle (SDLC), which includes model validation and other risk management controls. Risks Related to an Investment in the Company’s Securities There may be future sales or other dilution of the Company’s equity, which may adversely affect the market price of the Company’s stock. The Company is not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The Company also grants shares of common stock to employees and directors under the Company’s incentive plan each year. The issuance of any additional shares of the Company’s common stock or preferred stock or securities convertible into, exchangeable for or that represent the right to receive common stock or the exercise of such securities could be substantially dilutive to stockholders of the Company’s common stock. Holders of the Company’s common stock have no preemptive rights that entitle such holders to purchase their pro rata share of any offering of shares of any class or series. Because the Company’s decision to issue securities in any future offering will depend on market conditions, its acquisition activity and other factors, the Company cannot predict or estimate the amount, timing or nature of its future offerings. Thus, the Company’s stockholders bear the risk of the Company’s future offerings reducing the market price of the Company’s common stock and diluting their stock holdings in the Company. 24 Table of Contents General Risks The risks presented by acquisitions could adversely affect our financial condition and results of operations. The business strategy of the Company has included and may continue to include growth through acquisition. Any acquisitions will be accompanied by the risks commonly encountered in acquisitions. These risks may include, among other things: ● exposure to potential asset quality issues of the acquired business; ● potential exposure to unknown or contingent liabilities of the acquired business; ● our ability to realize anticipated cost savings; ● the difficulty of integrating operations and personnel and the potential loss of key employees; ● the potential disruption of our or the acquired company’s ongoing business in such a way that could result in decreased revenues or the inability of our management to maximize our financial and strategic position; ● the inability to maintain uniform standards, controls, procedures and policies; and ● the impairment of relationships with the acquired company’s employees and customers as a result of changes in ownership and management. We cannot provide any assurance that we will be successful in overcoming these risks or any other problems encountered in connection with acquisitions. Our inability to overcome these risks could have an adverse effect on the achievement of our business strategy and results of operations. We rely on our management and other key personnel, and the loss of any of them may adversely affect our operations. We are and will continue to be dependent upon the services of our executive management team. In addition, we will continue to depend on our ability to retain and recruit key client relationship managers. The unexpected loss of services of any key management personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial condition. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY Risk Management and Strategy In line with our commitment to strong corporate governance and operational resilience, we continuously assess and mitigate cybersecurity risks that could impact our business, stakeholders, and the integrity of our systems. Cybersecurity risk management is integrated into our broader enterprise risk management framework and supports the continuity of our operations. We assess cybersecurity risks across our information systems, including systems and data maintained by third-party service providers, using a risk-based approach that incorporates periodic risk assessments, vulnerability scanning, penetration testing, and monitoring of emerging threats. We also consider industry-specific risks and participate in industry information-sharing initiatives to enhance our awareness of evolving threat intelligence and best practices. Our cybersecurity program emphasizes prevention, detection, and response. We provide continuous training for our employees to promote awareness of cybersecurity risks and invest in appropriate technologies, personnel and processes to support our information security objectives. Additionally, we assess cybersecurity risks associated with third-party service providers using a risk-based approach that considers the nature and scope of their services. Our comprehensive policies and procedures are designed to safeguard the integrity and security of information collected by us and our service providers. We have also implemented security measures to prevent unauthorized access to personal data and mitigate potential incidents. Furthermore, we incorporate lessons learned from any past incidents and near misses to enhance the effectiveness of our controls. NBT collaborates with external experts to conduct audits, assessments, and validations of our cybersecurity controls, aligning them with established frameworks such as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. We adapt our cybersecurity policies, standards, processes, and practices based on insights from these reviews. 25 Table of Contents Governance The Board oversees cybersecurity risk as part of its broader oversight of business strategy and enterprise risk management. It is the responsibility of the Risk Management Committee (“RMC”), a committee of the Board, to oversee efforts to develop and formally approve the written Information Security Program (“ISP”), implement, maintain and monitor the program, and review management reports and policies related to cyber incidents. The RMC is led by our Chief Risk Officer and comprised of Board members as well as the Chief Executive Officer. Cybersecurity risks are reported to the RMC at least quarterly, and those reports include key performance indicators, test results, recent threats and how the Company is managing those threats, along with the effectiveness of the ISP. The RMC receives briefings from executive management on activities, including those related to cybersecurity risk oversight. The Board reviews the overall ISP at least annually. NBT has appointed the Senior Director of Information Security (“DISO”) to oversee the implementation, coordination, and maintenance of the ISP. The DISO’s responsibilities include: ● Leading the initial implementation of the ISP, including assessing internal and external risks to institutional data and documenting findings through risk assessment reports and remediation plans; ● Coordinating the development, distribution, and maintenance of information security policies and procedures; ● Designing and implementing administrative, technical, and physical safeguards to protect institutional data across the company. The DISO reports to the Chief Risk Officer and has over 17 years of experience in information security, including extensive responsibility for developing, implementing and overseeing the Company’s information security program . The DISO’s experience includes cybersecurity risk management, cybercrime prevention, incident response, social engineering, identity theft, and fraud prevention, gained through long-term leadership in information security roles within the organization. The DISO also supervises the Incident Response Team (“IRT”), which consists of senior executives, including the Chief Audit Officer, Chief Risk Officer, General Counsel, and representatives from Information Security, Enterprise Technology, Operations, Accounting, and Communications. Upon detecting an incident, the IRT promptly convenes to assess its severity, categorizing it as low, medium, or high. The response protocol follows the Cybersecurity and Infrastructure Security Agency (“CISA”) Cybersecurity Incident and Vulnerability Response Playbook (November 2021) and incorporates generally recognized cybersecurity incident response practices. The IRT has procedures and escalation protocols to escalate significant cybersecurity matters to the Executive Committee, the RMC and/or full Board, as deemed necessary. During the incident review process, senior management, in collaboration with relevant personnel from information technology, data security, and external cybersecurity firms specializing in forensic investigations, when necessary, assesses the materiality of the breach alongside the severity scale. This evaluation aims to accurately identify risks and potential operational and business impacts. Materiality determination involves an objective analysis of both quantitative and qualitative factors, including an evaluation of impact and reasonably likely impacts. We maintain cybersecurity insurance; however, such coverage may not be sufficient to cover all potential losses. As of December 31, 2025 we have not had any known instances of material cybersecurity incidents, including third-party incidents during any of the prior three fiscal years. However, cybersecurity threats continue to evolve, and there can be no assurance that future incidents will not occur. For further discussion of such risks, see the section captioned “Risks Related to Information Technology, Cybersecurity and Data Privacy” in Item 1A. Risk Factors of this Form 10-K. ITEM 2. PROPERTIES The Company owns its headquarters located at 52 South Broad Street, Norwich, New York 13815. In addition, as of December 31, 2025 the Company has 175 branch locations, of which 84 are leased from third parties. The Company owns all other banking premises. The Company believes that its offices are sufficient for its present operations and that all properties are adequately covered by insurance. ITEM 3. LEGAL PROCEEDINGS There are no material legal proceedings, other than ordinary litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject. ITEM 4. MINE SAFETY DISCLOSURES None. 26 Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders The common stock of the Company, par value $0.01 per share (the “Common Stock”), is quoted on the NASDAQ Global Select Market under the symbol “NBTB.” The closing price of the Common Stock on January 31, 2026 was $44.43. As of January 31, 2026, there were 5,897 stockholders of record of Common Stock. No unregistered securities were sold by the Company during the year ended December 31, 2025. Dividends The Company depends primarily upon dividends from subsidiaries for a substantial part of its revenue. Accordingly, the ability to pay dividends to stockholders depends primarily upon the receipt of dividends or other capital distributions from the subsidiaries. Payment of dividends to the Company from the Bank is subject to certain regulatory and other restrictions. Under OCC regulations, the Bank may pay dividends to the Company without prior regulatory approval so long as it meets its applicable regulatory capital requirements before and after payment of such dividends and its total dividends do not exceed its net income to date over the calendar year plus retained net income over the preceding two years. At December 31, 2025, the Bank was in compliance with all applicable minimum capital requirements and had the ability to pay dividends of $115.9 million to the Company without the prior approval of the OCC. If the capital of the Company is diminished by depreciation in the value of its property or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, no dividends may be paid out of net profits until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets has been repaired. See the section captioned “Supervision and Regulation” in Item 1. Business and Note 15 to the consolidated financial statements included in Item 8. Financial Statements and Supplementary Data, which are included elsewhere in this report. Issuer Purchases of Equity Securities On October 27, 2025, the Company’s Board of Directors authorized and approved an amendment to the Company’s stock repurchase program. Pursuant to the amended stock repurchase program, the Company may repurchase up to 2,000,000 shares of the Company’s common stock with all repurchases under the stock repurchase program to be made by December 31, 2027. The Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effects of stock-based incentive plans and other potential uses of common stock for corporate purposes. The Company purchased 250,000 shares of its common stock during year ended December 31, 2025 at an average price of $40.74 per share under its previously announced share repurchase program. As of December 31, 2025, there were 1,750,000 shares available for repurchase under this plan authorized on October 27, 2025, which is set to expire on December 31, 2027. 27 Table of Contents The following table presents stock purchases made during the fourth quarter of 2025: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs October 1-31, 2025 133,461 $ 40.75 133,461 1,866,539 November 1-30, 2025 116,539 40.73 116,539 1,750,000 December 1-31, 2025 - - - 1,750,000 Total 250,000 $ 40.74 250,000 1,750,000 Stock Performance Graph The following stock performance graph compares the cumulative total stockholder return (i.e., price change, reinvestment of cash dividends and stock dividends received) on our Common Stock against the cumulative total return of the NASDAQ Stock Market (U.S. Companies) Index and the KBW Regional Bank Index (Peer Group). The stock performance graph assumes that $100 was invested on December 31, 2020. The graph further assumes the reinvestment of dividends into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the relevant fiscal year. The yearly points marked on the horizontal axis correspond to December 31 of that year. We calculate each of the referenced indices in the same manner. All are market-capitalization-weighted indices, so companies judged by the market to be more important (i.e., more valuable) count for more in all indices. Period Ending Index 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 NBT Bancorp $ 100.00 $ 123.63 $ 143.46 $ 143.33 $ 168.62 $ 151.44 KBW Regional Bank Index $ 100.00 $ 136.65 $ 127.19 $ 126.69 $ 143.42 $ 152.74 NASDAQ Composite Index $ 100.00 $ 122.21 $ 82.48 $ 119.35 $ 154.67 $ 187.42 Source: Bloomberg, L.P. ITEM 6. [RESERVED] 28 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The purpose of this discussion and analysis is to provide a concise description of the consolidated financial condition and results of operations of NBT Bancorp Inc. (“NBT”) and its wholly-owned subsidiaries, including NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc. (“NBT Financial”) and NBT Holdings, Inc. (“NBT Holdings”) (collectively referred to herein as the “Company”). When references to “NBT,” “we,” “our,” “us,” and “the Company” are made in this report, we mean NBT Bancorp Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, NBT Bancorp Inc. When we refer to the “Bank” in this report, we mean our only bank subsidiary, NBT Bank, National Association, and its subsidiaries. This discussion will focus on results of operations for the fiscal years ended December 31, 2025, 2024 and 2023 and financial condition as of December 31, 2025 and 2024, including capital resources and asset/liability management. This discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and related notes. Forward-Looking Statements Certain statements in this filing and future filings by the Company with the SEC, in the Company’s press releases or other public or stockholder communications or in oral statements made with the approval of an authorized executive officer, contain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of phrases such as “anticipate,” “believe,” “expect,” “forecasts,” “projects,” “will,” “can,” “would,” “should,” “could,” “may,” or other similar terms. There are a number of factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from those contemplated by the forward-looking statements. The discussion in Item 1A. Risk Factors lists some of the factors that may cause actual results to differ materially from those contemplated by any forward-looking statements, and such discussion is incorporated into this discussion by reference. The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made, and advises readers that various factors, including, but not limited to, those described above and other factors discussed in the Company’s annual and quarterly reports previously filed with the SEC, could affect the Company’s financial performance and could cause the Company’s actual results or circumstances for future periods to differ materially from those anticipated or projected. Unless required by law, the Company does not undertake, and specifically disclaims any obligations to, publicly release any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. General NBT Bancorp Inc. is a registered financial holding company headquartered in Norwich, NY, with total assets of $16.00 billion at December 31, 2025. The Company’s business, primarily conducted through the Bank and its full-service retirement plan administration and recordkeeping subsidiary and full-service regional insurance agency subsidiary, 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. The financial review that follows focuses on the factors affecting the consolidated financial condition and results of operations of the Company and its wholly-owned subsidiaries, the Bank, NBT Financial and NBT Holdings during 2025 and, in summary form, the preceding two years. NIM is presented in this discussion on an FTE basis. Average balances discussed are daily averages unless otherwise described. The audited consolidated financial statements and related notes as of December 31, 2025 and 2024 and for each of the years in the three-year period ended December 31, 2025 should be read in conjunction with this review. Critical Accounting Policies The SEC defines critical accounting policies as accounting policies that are most important to a company’s financial results and condition. These policies are often subjective and require management to make estimates about uncertain matters. The accounting and reporting policies followed by the Company conform, in all material respects, to accounting principles in accordance with GAAP and to general practices within the financial services industry. In the course of normal business activity, management must select and apply many accounting policies and methodologies and make estimates and assumptions that lead to the financial results presented in the Company’s consolidated financial statements and accompanying notes. There are uncertainties inherent in making these estimates and assumptions, which could materially affect the Company’s results of operations and financial position. 29 Table of Contents Management considers accounting estimates to be critical to reported financial results if (i) the accounting estimates require management to make assumptions about matters that are highly uncertain, and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on the Company’s financial statements. Management considers the accounting policies relating to the allowance for credit losses (“allowance”, or “ACL”) and the determination of fair values for acquired assets and assumed liabilities in a business combination, including intangible assets such as goodwill, to be critical accounting policies because of the uncertainty and subjectivity involved in these policies and the material effect that estimates related to these areas can have on the Company’s results of operations. The Company’s methodology for estimating the allowance considers available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts. Refer to Note 1 and Note 6 to the consolidated financial statements included elsewhere in this report. Goodwill represents the cost of the acquired business in excess of the fair value of the related net assets acquired. Following a merger, the determination of fair values for acquired assets and assumed liabilities, including intangible assets such as goodwill, becomes critical. All acquired assets, including goodwill and other intangible assets, and assumed liabilities in purchase acquisitions are recorded at fair value as of the acquisition date. The Company expenses all acquisition-related costs as incurred as required by ASC Topic 805, “Business Combinations.” The determination of fair values for acquired loans in a business combination is a significant aspect of our financial reporting process. The valuation of acquired loans relied on a discounted cash flow approach applied on a pooled basis, utilizing a forecast of principal and interest payments. This methodology segmented the acquired loan portfolio by loan type, term, interest rate, payment frequency and payment, and incorporated specific key valuation assumptions, encompassing prepayment speeds, PD, LGD, and the discount rate to ascertain the fair value of these assets. Given the inherent subjectivity and reliance on future cash flows and market conditions, this process involves considerable judgment and estimation uncertainty. The Company conducts an annual review of goodwill impairment and conducts quarterly analyses to identify any events that may necessitate an interim assessment. The Company initially undertakes a qualitative evaluation of goodwill to ascertain whether certain events or circumstances indicate a likelihood that the fair value of a reporting unit is less than its carrying amount. This qualitative evaluation demands considerable managerial discretion, and if it suggests that the fair value of a reporting unit is unlikely to be less than the carrying value, no quantitative analysis is required. Inputs for this qualitative analysis requiring managerial judgment encompass macroeconomic conditions, industry and market conditions, the financial performance of the reporting unit, and other pertinent events influencing the fair value of the reporting unit. For information on the Company’s significant accounting policies and to gain a greater understanding of how the Company’s financial performance is reported, refer to Note 1 to the consolidated financial statements included elsewhere in this report. Critical Accounting Estimates SEC guidance requires disclosure of “critical accounting estimates.” The SEC defines “critical accounting estimates” as those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. The Company follows financial accounting and reporting policies that are in accordance with GAAP. Management has reviewed the application of these estimates with the Audit Committee of NBT’s Board of Directors. The allowance for credit losses and unfunded commitments policies are deemed to meet the SEC’s definition of a critical accounting estimate. Allowance for Credit Losses and Unfunded Commitments The allowance for credit losses consists of the allowance for credit losses and the allowance for losses on unfunded commitments. The measurement of CECL on financial instruments requires an estimate of the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses under the CECL methodology is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. The Company then considers whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience was used. Finally, the Company considers forecasts about future economic conditions that are reasonable and supportable. The allowance for credit losses for loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of loan amounts, net of recoveries. The allowance for losses on unfunded commitments represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit and standby letters of credit. However, a liability is not recognized for commitments unconditionally cancellable by the Company. The allowance for losses on unfunded commitments is determined by estimating future draws and applying the expected loss rates on those draws. 30 Table of Contents Management of the Company considers the accounting policy relating to the allowance for credit losses to be a critical accounting estimate given the uncertainty in evaluating the level of the allowance required to cover management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods. While management’s current evaluation of the allowance for credit losses indicates that the allowance is appropriate, the allowance may need to be increased under adversely different conditions or assumptions. The impact of utilizing the CECL methodology to calculate the reserve for credit losses will be significantly influenced by the composition, characteristics and quality of our loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material changes to these and other relevant factors may result in greater volatility to the reserve for credit losses, and therefore, greater volatility to our reported earnings. One of the most significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate expected credit losses over the forecast period. As of December 31, 2025, the quantitative model 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 December 31, 2025, the weightings were 65%, 5% and 30% for the baseline, upside and downside economic forecast scenarios, respectively. The baseline outlook reflected an economic environment where the northeast unemployment rate increases from 4.5% in the first quarter of 2026 to 4.8% by the end of the forecast period, with a peak northeast unemployment rate of 4.9% in the fourth quarter of 2026. National GDP annualized growth (on a quarterly basis) is expected to start the first quarter of 2026 at approximately 2.55% and decrease to 1.8% by the end of the forecast period. Key assumptions in the baseline economic outlook included the Federal Reserve cutting rates with one 25 basis point cut at the December meeting 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 4.4% in the fourth quarter of 2025 to 4.0% in the second quarter of 2026 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 4.4% in the fourth quarter of 2025 to a peak of 7.8% in the first quarter of 2027. The alternative downside stagflation scenario assumes deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment rises from 4.4% in the fourth quarter of 2025 to 6% by the end of the forecast period in the second quarter of 2027, with a peak northeast unemployment rate of 8.2% in the first quarter of 2028. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of December 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, 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. To demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31, 2025, the Company changed the scenario weightings, with a 10% increase to the downside scenarios, equally weighted, and a 10% decrease to the baseline scenario causing a 4% increase in the overall estimated allowance for credit losses. If instead the upside scenario was increased 10% and the baseline scenario was decreased 10%, the overall estimated allowance for credit losses decreased 1%. To further demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of December 31, 2025, the Company increased the downside scenarios, equally weighted, to 100% which resulted in a 24% increase in the overall estimated allowance for credit losses. Non-GAAP Measures This Annual Report on Form 10-K contains financial information determined by methods other than in accordance with GAAP. Where non-GAAP disclosures are used in this Annual Report on Form 10-K, the comparable GAAP measure, as well as a reconciliation to the comparable GAAP measure, is provided in the accompanying tables. Management believes that these non-GAAP measures provide useful information that is important to an understanding of the results of the Company’s core business as well as provide information standard in the financial institution industry. Non-GAAP measures should not be considered a substitute for financial measures determined in accordance with GAAP and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Amounts previously reported in the consolidated financial statements are reclassified whenever necessary to conform to current period presentation. Evans Bancorp, Inc. Merger 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 $131.2 million of identifiable net assets, including $1.67 billion of loans, $255.5 million in AFS investment securities, which were sold during the second quarter of 2025, $33.2 million of core deposit intangibles and $1.86 billion in deposits. As of the acquisition date, the fair value discount was $95.2 million for loans, net of the reclassification of the PCD allowance and $0.6 million net discount related to long-term debt. 31 Table of Contents The Company incurred acquisition expenses related to the merger with Evans of $19.5 million and $1.5 million for the years ended December 31, 2025 and 2024, respectively. Salisbury Bancorp, Inc. Merger On August 11, 2023, NBT completed its acquisition of Salisbury. Salisbury Bank was a Connecticut-chartered commercial bank headquartered in Lakeville, Connecticut, operating 13 banking offices in northwestern Connecticut, the Hudson Valley region of New York, and southwestern Massachusetts. In connection with the acquisition, the Company issued 4.32 million shares of common stock and acquired approximately $1.46 billion of identifiable assets, including $1.18 billion of loans, $122.7 million in investment securities which were sold immediately after the merger, $31.2 million of core deposit intangibles and $4.7 million in a wealth management customer intangible, as well as $1.31 billion in deposits. As of the acquisition date, the fair value discount was $78.7 million for loans, net of the reclassification of the purchase credit deteriorated allowance, and was $3.0 million for subordinated debt. The Company established a $14.5 million allowance for acquired Salisbury loans which included both the $5.8 million allowance for PCD loans reclassified from loans and the $8.8 million allowance for non-PCD loans recognized through the provision for loan losses. The Company incurred acquisition expenses related to the merger with Salisbury of $10.0 million for the year ended December 31, 2023. Executive Summary Significant factors management reviews to evaluate the Company’s operating results and financial condition include, but are not limited to, net income and EPS, return on average assets and equity, NIM, noninterest income, operating expenses, asset quality indicators, loan and deposit growth, capital management, liquidity and interest rate sensitivity, enhancements to customer products and services, technology advancements, market share and peer comparisons. Net income for the year ended December 31, 2025 was $169.2 million, or $3.33 per diluted common share, up $28.6 million from $140.6 million, or $2.97 per diluted common share, for the year ended December 31, 2024. Operating net income (1) , a non-GAAP measure, was $194.5 million, or $3.82 per diluted common share, for the year ended December 31, 2025, compared to $139.7 million, or $2.94 per diluted common share for the year ended December 31, 2024. The following information should be considered in connection with the Company’s results as of and for the year ended December 31, 2025: ● The acquisition of Evans was completed on May 2, 2025. ● Net interest income for the year ended December 31, 2025 was $501.5 million, up $101.4 million, or 25.3%, from 2024. ● The Company recorded a provision for loan losses of $32.3 million for the year ended December 31, 2025, compared to $19.6 million in 2024. Included in the provision expense for the year ended December 31, 2025 was $13.0 million of acquisition-related provision for loan losses. ● Excluding securities gains (losses), noninterest income represented 28% of total revenues and was $195.3 million for the year ended December 31, 2025, up $21.3 million, or 12.2%, from the prior year. ● Noninterest expense, excluding acquisition expenses, was $425.8 million for the year ended December 31, 2025, up $49.5 million, or 13.1%, from the prior year. ● Period end total loans were $11.60 billion, up $1.63 billion, or 16.3% from December 31, 2024, including $1.67 billion of loans acquired from Evans. ● Credit quality metrics including net charge-offs to average loans were 0.16% and allowance for loan losses to total loans was 1.19%. ● Period end total deposits were $13.50 billion, up $1.95 billion, or 16.9%, from December 31, 2024, including $1.86 billion in deposits acquired from Evans. The loan to deposit ratio was 85.9% as of December 31, 2025 and 86.3% as of December 31, 2024. ● In July of 2025, the Company redeemed $118 million of subordinated debt that had a weighted average rate of 5.45% using existing liquidity sources. The $118 million of subordinated debt would have converted to a weighted average floating rate above 9%. (1) Non-GAAP measure - Refer to non-GAAP reconciliation below. 32 Table of Contents Results of Operations The following table sets forth certain financial highlights: Years Ended December 31, 2025 2024 2023 Performance: Diluted earnings per share $ 3.33 $ 2.97 $ 2.65 Return on average assets 1.11 % 1.04 % 0.95 % Return on average equity 9.75 % 9.57 % 9.34 % Return on average tangible common equity (1) 14.14 % 13.75 % 13.02 % Net interest margin (FTE) (1) 3.59 % 3.23 % 3.29 % Capital: Equity to assets 11.85 % 11.07 % 10.71 % Tangible equity ratio (1) 8.95 % 8.42 % 7.93 % Book value per share $ 36.32 $ 32.34 $ 30.26 Tangible book value per share (1) $ 26.54 $ 23.88 $ 21.72 Leverage ratio 9.48 % 10.24 % 9.71 % Common equity tier 1 capital ratio 12.07 % 11.93 % 11.57 % Tier 1 capital ratio 12.07 % 12.83 % 12.50 % Total risk-based capital ratio 14.24 % 15.03 % 14.75 % The following tables provide non-GAAP reconciliations: Years Ended December 31, (In thousands, except per share data) 2025 2024 2023 Return on average tangible common equity: Net income $ 169,235 $ 140,641 $ 118,782 Amortization of intangible assets (net of tax) 8,958 6,332 3,551 Net income, excluding intangible amortization $ 178,193 $ 146,973 $ 122,333 Average stockholders’ equity $ 1,735,364 $ 1,468,861 $ 1,272,333 Less: average goodwill and other intangibles 475,530 399,989 332,667 Average tangible common equity $ 1,259,834 $ 1,068,872 $ 939,666 Return on average tangible common equity 14.14 % 13.75 % 13.02 % Tangible equity ratio: Stockholders’ equity $ 1,896,216 $ 1,526,141 $ 1,425,691 Intangibles 510,934 399,023 402,294 Assets $ 15,995,121 $ 13,786,666 $ 13,309,040 Tangible equity ratio 8.95 % 8.42 % 7.93 % Tangible book value per share: Stockholders’ equity $ 1,896,216 $ 1,526,141 $ 1,425,691 Intangibles 510,934 399,023 402,294 Tangible equity $ 1,385,282 $ 1,127,118 $ 1,023,397 Diluted common shares outstanding 52,203 47,195 47,110 Tangible book value per share $ 26.54 $ 23.88 $ 21.72 Operating net income: Net income $ 169,235 $ 140,641 $ 118,782 Acquisition expenses 19,526 1,531 9,978 Acquisition-related provision for credit losses 13,022 - 8,750 Acquisition-related reserve for unfunded loan commitments 532 - 836 Impairment of a minority interest equity investment - - 4,750 Securities (gains) losses (148 ) (2,789 ) 9,315 Adjustment to net income $ 32,932 $ (1,258 ) $ 33,629 Adjustment to net income (net of tax) $ 25,295 $ (984 ) $ 25,965 Operating net income $ 194,530 $ 139,657 $ 144,747 Operating diluted earnings per share $ 3.82 $ 2.94 $ 3.23 FTE adjustment: Net interest income $ 501,546 $ 400,122 $ 378,219 FTE adjustment 2,466 2,574 2,034 Net interest income (FTE) $ 504,012 $ 402,696 $ 380,253 Average earning assets $ 14,025,247 $ 12,449,064 $ 11,570,283 Net interest margin (FTE) 3.59 % 3.23 % 3.29 % 33 Table of Contents 2026 Outlook The Company’s 2025 earnings reflected its continued ability to invest in the future while managing continued volatility in the current interest rate environment and overall economic conditions, which have presented challenges across the financial services industry. 2025 was marked by resilient economic growth and while improving modestly, persistent inflation. In 2025, the FOMC continued the easing cycle, which commenced in 2024, cutting the federal funds rate three times (September, October and December) by 25 bps each. Bringing the target range down from 4.25%-4.50% towards a more neutral stance of 3.50%-3.75% as inflation pressures eased but growth softened. Actions included rate cuts, open market operations to manage liquidity and adjustments to reinvestment policies for Treasury and mortgage-backed securities. The FOMC remained committed to its 2% inflation target and maximum employment goals, adjusting policy as economic data evolved. The cuts responded to a softening labor market and slowing economic growth, with rising tariffs posing inflationary risks that the FOMC aimed to manage. Deposit costs declined in 2025, but inversion in the midpoint of the yield curve continues to challenge interest rates for 2- to 5-year Treasuries and bank net interest margins. The good news is the long end of the Treasury maturities is currently higher than short-term rates. It is hoped that further monetary policy easing will cut short-term interest rates further. This is an encouraging sign that the interest rate environment may be finally returning to a “normal,” positively sloped yield curve. The rate environment in 2026 is expected to improve but remain challenging. The monetary policy pivot has begun and should continue throughout the year. Interest rates continue to normalize, and the return to a positively sloped yield curve is an encouraging sign. Deposit competition will remain fierce. The risk of recession is low. Overall, the rate environment is improving and is expected to benefit the banking industry. Future decreases in rates by the Fed will be determined by labor market conditions and the levels of inflation. The economic outlook for 2026 is generally positive with GDP growth in 2026 expected to be in the 2%-2.5% range driven by AI investment, strong consumer spending and potential tailwinds from loosened monetary policy. Continued heavy investment in AI and related infrastructure is expected to be a primary driver of business investment and overall growth. Despite previous headwinds, consumer spending remains strong, supported by a healthy labor market. The Company continues to focus on long-term strategies including growth in its markets, diversification of revenue sources, improving operating efficiencies and investing in technology. The Company’s 2026 outlook is subject to factors in addition to those identified above and those risks and uncertainties that could impact the Company’s future results are explained in Item 1A. Risk Factors. Asset/Liability Management The Company attempts to maximize net interest income and net income, while actively managing its liquidity and interest rate sensitivity through the mix of various core deposit products and other sources of funds, which in turn fund an appropriate mix of earning assets. The changes in the Company’s asset mix and sources of funds, and the resulting impact on net interest income, on an FTE basis, are discussed below. The following table includes the condensed consolidated average balance sheet, an analysis of interest income/expense and average yield/rate for each major category of earning assets and interest-bearing liabilities on a taxable equivalent basis. 34 Table of Contents Average Balances and Net Interest Income 2025 2024 2023 (Dollars in thousands) Average Balances Net Interest Income Yield/ Rate Average Balances Net Interest Income Yield/ Rate Average Balances Net Interest Income Yield/ Rate Assets: Short-term interest-bearing accounts $ 251,174 $ 10,779 4.29 % $ 86,213 $ 4,412 5.12 % $ 126,765 $ 6,259 4.94 % Securities taxable (1) 2,467,011 59,944 2.43 % 2,285,725 45,588 1.99 % 2,377,596 45,176 1.90 % Securities tax-exempt (1) (3) 208,125 7,403 3.56 % 221,273 7,788 3.52 % 214,053 6,730 3.14 % FRB and FHLB stock 40,055 2,110 5.27 % 37,789 2,672 7.07 % 48,641 3,368 6.92 % Loans (2) (3) 11,058,882 633,222 5.73 % 9,818,064 553,784 5.64 % 8,803,228 463,290 5.26 % Total interest-earning assets $ 14,025,247 $ 713,458 5.09 % $ 12,449,064 $ 614,244 4.93 % $ 11,570,283 $ 524,823 4.54 % Other assets 1,249,225 1,071,455 923,850 Total assets $ 15,274,472 $ 13,520,519 $ 12,494,133 Liabilities and stockholders’ equity: Money market deposits $ 3,903,585 $ 115,197 2.95 % $ 3,308,433 $ 116,982 3.54 % $ 2,418,450 $ 62,475 2.58 % Interest-bearing checking deposits 1,935,912 19,840 1.02 % 1,617,456 13,442 0.83 % 1,555,414 8,298 0.53 % Savings deposits 1,823,884 5,942 0.33 % 1,580,517 734 0.05 % 1,715,749 650 0.04 % Time deposits 1,555,058 51,355 3.30 % 1,408,410 55,790 3.96 % 1,006,867 33,218 3.30 % Total interest-bearing deposits $ 9,218,439 $ 192,334 2.09 % $ 7,914,816 $ 186,948 2.36 % $ 6,696,480 $ 104,641 1.56 % Federal funds purchased 4,110 185 4.50 % 13,016 721 5.54 % 24,575 1,269 5.16 % Repurchase agreements 114,822 3,057 2.66 % 95,879 2,255 2.35 % 70,251 747 1.06 % Short-term borrowings 8,679 401 4.62 % 103,963 5,693 5.48 % 450,377 23,592 5.24 % Long-term debt 36,916 1,463 3.96 % 29,715 1,166 3.92 % 24,247 925 3.81 % Subordinated debt, net 76,458 4,875 6.38 % 120,420 7,232 6.01 % 105,756 6,076 5.75 % Junior subordinated debt 108,145 7,131 6.59 % 101,196 7,533 7.44 % 101,196 7,320 7.23 % Total interest-bearing liabilities $ 9,567,569 $ 209,446 2.19 % $ 8,379,005 $ 211,548 2.52 % $ 7,472,882 $ 144,570 1.93 % Demand deposits 3,681,113 3,377,352 3,463,608 Other liabilities 290,426 295,301 285,310 Stockholders’ equity 1,735,364 1,468,861 1,272,333 Total liabilities and stockholders’ equity $ 15,274,472 $ 13,520,519 $ 12,494,133 Net interest income (FTE) $ 504,012 $ 402,696 $ 380,253 Interest rate spread 2.90 % 2.41 % 2.61 % Net interest margin (FTE) 3.59 % 3.23 % 3.29 % Taxable equivalent adjustment $ 2,466 $ 2,574 $ 2,034 Net interest income $ 501,546 $ 400,122 $ 378,219 (1) Securities are shown at average amortized cost. (2) For purposes of these computations, nonaccrual loans and loans held for sale are included in the average loan balances outstanding. (3) Interest income for tax-exempt securities and loans have been adjusted to an FTE basis using the statutory Federal income tax rate of 21%. 2025 OPERATING RESULTS AS COMPARED TO 2024 OPERATING RESULTS Net Interest Income Net interest income for the year ended December 31, 2025 was $501.5 million, up $101.4 million, or 25.3%, from 2024. The FTE NIM was 3.59% for the year ended December 31, 2025, an increase of 36 bps from 2024. Interest income increased $99.3 million, or 16.2%, as the yield on average interest-earning assets increased 16 bps from 2024 to 5.09%. Average interest-earning assets of $14.03 billion increased $1.58 billion primarily due to the addition of $1.95 billion in interest-earning assets in May 2025 from the Evans acquisition and organic earning asset growth. Interest expense decreased $2.1 million, or 1.0%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024 driven by interest-bearing deposit costs decreasing 27 bps, lower average balances of short-term borrowings and lower average balances of subordinated debt. The decrease in interest expense was partially offset by the addition of $1.62 billion in interest-bearing liabilities in May 2025 from the Evans acquisition and organic growth. Included in net interest income was $21.0 million and $10.4 million for the years ended December 31, 2025 and 2024, respectively, of acquisition-related net accretion. 35 Table of Contents Analysis of Changes in FTE Net Interest Income Increase (Decrease) 2025 over 2024 Increase (Decrease) 2024 over 2023 (In thousands) Volume Rate Total Volume Rate Total Short-term interest-bearing accounts $ 7,185 $ (818 ) $ 6,367 $ (2,068 ) $ 221 $ (1,847 ) Securities taxable 3,826 10,530 14,356 (1,784 ) 2,196 412 Securities tax-exempt (467 ) 82 (385 ) 233 825 1,058 FRB and FHLB stock 152 (714 ) (562 ) (766 ) 70 (696 ) Loans 70,935 8,503 79,438 55,771 34,723 90,494 Total FTE interest income $ 81,631 $ 17,583 $ 99,214 $ 51,386 $ 38,035 $ 89,421 Money market deposits 19,230 (21,015 ) (1,785 ) 27,225 27,282 54,507 Interest-bearing checking deposits 2,929 3,469 6,398 343 4,801 5,144 Savings deposits 130 5,078 5,208 (54 ) 138 84 Time deposits 5,437 (9,872 ) (4,435 ) 15,016 7,556 22,572 Federal funds purchased (421 ) (115 ) (536 ) (634 ) 86 (548 ) Repurchase agreements 481 321 802 349 1,159 1,508 Short-term borrowings (4,521 ) (771 ) (5,292 ) (18,924 ) 1,025 (17,899 ) Long-term debt 285 12 297 214 27 241 Subordinated debt, net (2,780 ) 423 (2,357 ) 871 285 1,156 Junior subordinated debt 495 (897 ) (402 ) - 213 213 Total FTE interest expense $ 21,265 $ (23,367 ) $ (2,102 ) $ 24,406 $ 42,572 $ 66,978 Change in FTE net interest income $ 60,366 $ 40,950 $ 101,316 $ 26,980 $ (4,537 ) $ 22,443 Loans and Corresponding Interest and Fees on Loans The average balance of loans increased by approximately $1.24 billion, or 12.6%, from 2024 to 2025 driven by the Evans acquisition. Excluding the loans acquired from Evans, the increases in C&I and indirect auto were offset by a reduction in the average balance of residential solar and other consumer loans. The yield on average loans increased from 5.64% in 2024 to 5.73% in 2025, as loans re-priced upward due to the interest rate environment in 2025. FTE interest income from loans increased 14.3%, from $553.8 million in 2024 to $633.2 million in 2025. This increase was due to the improvement in asset yields and an increase in the average balance of earning assets. Composition of Loan Portfolio A summary of the loan portfolio by major categories (1) , net of deferred fees and origination costs, for the periods indicated is as follows: December 31, (In thousands) 2025 2024 2023 2022 2021 Commercial & industrial $ 1,671,949 $ 1,426,358 $ 1,353,725 $ 1,265,082 $ 1,155,240 Commercial real estate 4,798,957 3,876,698 3,626,910 2,807,941 2,655,367 Paycheck protection program 25 124 523 949 101,222 Residential mortgage 2,537,593 2,142,249 2,125,804 1,649,870 1,571,232 Home equity 448,113 334,268 337,214 314,124 330,357 Indirect auto 1,340,524 1,273,253 1,130,132 989,587 859,454 Residential solar 736,970 820,079 917,755 856,798 440,016 Other consumer 63,983 96,881 158,650 265,796 385,571 Total loans $ 11,598,114 $ 9,969,910 $ 9,650,713 $ 8,150,147 $ 7,498,459 (1) Loans are summarized by business line which do not align to how the Company assesses credit risk in the allowance for credit losses under CECL. Total loans were $11.60 billion and $9.97 billion at December 31, 2025 and 2024, respectively. Period end loans increased by $1.63 billion from December 31, 2024 to December 31, 2025, which included $1.67 billion of loans acquired from Evans. Excluding the other consumer and residential solar portfolios, which are in a planned run-off status and the loans acquired from Evans, period end loans increased $68.1 million, or 0.7%, from December 31, 2024. From December 31, 2024 to December 31, 2025 C&I loans increased $245.5 million to $1.67 billion; CRE loans increased $922.3 million to $4.80 billion; and total consumer loans increased $460.5 million to $5.13 billion. Total loans represent approximately 72.5% of assets as of December 31, 2025, as compared to 72.3% as of December 31, 2024. 36 Table of Contents Loans in the C&I and CRE portfolios consist primarily of loans extended to small and medium-sized entities. The Company offers a variety of loan products tailored to meet the needs of commercial customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs such as inventory and receivables, business expansion, equipment purchases, livestock purchases and seasonal crop expenses. These loans are typically collateralized by business assets such as equipment, accounts receivable and perishable agricultural products, which are inherently subject to industry price volatility. The Company extends CRE loans to support real estate transactions, including acquisitions, refinancings, expansions and property improvements to both commercial and agricultural properties. These loans are secured by liens on real estate assets, covering a spectrum of properties including apartments, commercial structures, healthcare facilities and others, whether occupied by owners or non-owners. Risks associated with the CRE portfolio pertain to the borrowers’ ability to meet interest and principal payments over the life of the loan, as well as their ability to secure financing upon the loan’s maturity. The Company has a risk management framework that includes rigorous underwriting standards, targeted portfolio stress testing, interest rate sensitivities on commercial borrowers and comprehensive credit risk monitoring mechanisms. The Company remains vigilant in monitoring market trends, economic indicators and regulatory developments to promptly adapt our risk management strategies as needed. Within the CRE portfolio, approximately 78% are comprised of Non-Owner Occupied CRE, with the remaining 22% being Owner-Occupied CRE. Non-Owner Occupied CRE includes diverse sectors across the Company’s markets such as residential rental properties (45%) and office spaces (13%), along with retail, manufacturing, mixed use, hotels and others. As of December 31, 2025 and December 31, 2024, the total CRE construction and development loans amounted to $405.3 million and $314.8 million, respectively. Residential mortgage loans consist primarily of loans secured by a first or second mortgage on primary residences. The Company originates both adjustable-rate and fixed-rate, one-to-four-family residential loans for the construction or purchase of a residential property or refinancing of a mortgage. These loans are collateralized by properties located in the Company’s market area. The Company has never actively participated in subprime mortgage lending, which has historically been one of the riskiest sectors in the residential housing market. Given the absence of a universally accepted definition of what constitutes “subprime” lending, the Company follows guidance from the Office of Thrift Supervision and other federal bank regulators (the “Agencies”), as outlined in the “Expanded Guidance for Subprime Lending Programs,” or the Expanded Guidance, issued by the Agencies by press release dated January 31, 2001. As of December 31, 2025, there were $34.1 million in residential construction and development loans included in total loans. The Company participated in the Small Business Administration’s (“SBA”) Paycheck Protection Program (“PPP”), a guaranteed, forgivable loan program created under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and the Consolidated Appropriation Act targeted to provide small businesses with support to cover payroll and certain other expenses. Loans made under the PPP are fully guaranteed by the SBA, the guarantee is backed by the full faith and credit of the United States government. PPP covered loans also afford borrowers forgiveness up to the principal amount of the PPP covered loan, plus accrued interest, if the loan proceeds are used to retain workers and maintain payroll or to make certain mortgage interest, lease and utility payments, and certain other criteria are satisfied. The SBA will reimburse PPP lenders for any amount of a PPP covered loan that is forgiven, and PPP lenders will not be held liable for any representations made by PPP borrowers in connection with their requests for loan forgiveness. Lenders receive pre-determined fees for processing and servicing PPP loans. In addition, PPP loans are risk-weighted at zero percent under the generally applicable Standardized Approach used to calculate risk-weighted assets for regulatory capital purposes. In 2017, the Company partnered with Sungage Financial, LLC. to offer financing to consumers for solar ownership with the program tailored for delivery through solar installers. Advances of credit through this business line are to prime borrowers and are subject to the Company’s underwriting standards. Typically, the Company collects fees at origination that are deferred and recognized into interest income over the estimated life of the loan. Residential solar loans are in a planned-run off status. The Company offers a variety of consumer loan products including indirect auto, home equity and other consumer loans. Indirect auto loans include indirect installment loans to individuals, which are primarily secured by automobiles. Although automobile loans have generally been originated through dealers, all applications submitted through dealers are subject to the Company’s normal underwriting and loan approval procedures. Other consumer loans consist of direct installment loans to individuals most secured by automobiles and other personal property and unsecured consumer loans across a national footprint originated through our relationship with national technology-driven consumer lending companies that began over 10 years ago beginning with our investment in Springstone Financial LLC (“Springstone”) which was subsequently acquired by LendingClub in 2014. Springstone and LendingClub loans are in a planned run-off status. In addition to installment loans, the Company also offers personal lines of credit, overdraft protection, home equity lines of credit and second mortgage loans (loans secured by a lien position on one-to-four family residential mortgage) to finance home improvements, debt consolidation, education and other uses. For home equity loans, consumers are able to borrow up to 85% of the equity in their homes, and are generally tied to Prime with a ten year draw followed by a fifteen year amortization. 37 Table of Contents Loans by Maturity and Interest Rate Sensitivity The following table presents the maturity distribution and an analysis of loans that have predetermined and floating interest rates. Scheduled repayments are reported in the maturity category in which the contractual maturity is due. For loans without contractual maturities, classification of maturity is consistent with the policy elections to measure the allowance for credit losses. Specifically, C&I and CRE lines of credit assume one year maturity for relationships over $1.0 million and five year maturity for relationships under $1.0 million, while home equity line of credits maturities are classified based on their fixed rate conversion date plus five years. C&I includes PPP and other consumer includes home equity and other consumer loans. Remaining Maturity at December 31, 2025 (In thousands) C&I CRE Indirect Auto Residential Solar Other Consumer Residential Total Within one year $ 412,824 $ 365,777 $ 9,165 $ 215 $ 15,844 $ 1,187 $ 805,012 From one to five years 746,652 1,709,153 807,880 21,188 59,675 42,170 3,386,718 From five to fifteen years 377,015 2,386,749 523,479 231,170 420,084 391,754 4,330,251 After fifteen years 135,483 337,278 - 484,397 16,493 2,102,482 3,076,133 Total $ 1,671,974 $ 4,798,957 $ 1,340,524 $ 736,970 $ 512,096 $ 2,537,593 $ 11,598,114 Interest rate terms on amounts due after one year: Fixed $ 819,261 $ 1,472,132 $ 1,331,359 $ 736,755 $ 155,754 $ 2,194,570 $ 6,709,831 Variable $ 439,889 $ 2,961,048 $ - $ - $ 340,498 $ 341,836 $ 4,083,271 Securities and Corresponding Interest and Dividend Income The average balance of taxable securities AFS and HTM increased $181.3 million, or 7.9%, from 2024 to 2025. The yield on average taxable securities was 2.43% for 2025 compared to 1.99% in 2024. The average balance of tax-exempt securities AFS and HTM decreased from $221.3 million in 2024 to $208.1 million in 2025. The FTE yield on tax-exempt securities increased from 3.52% in 2024 to 3.56% in 2025. The average balance of FRB and FHLB stock increased to $40.1 million in 2025 from $37.8 million in 2024. The yield on investments in FRB and FHLB stock decreased from 7.07% in 2024 to 5.27% in 2025. Securities Portfolio As of December 31, 2025 2024 2023 (In thousands) Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value AFS securities: U.S. treasury $ 79,330 $ 76,822 $ 108,838 $ 102,790 $ 133,302 $ 125,024 Federal agency 248,312 231,276 248,348 218,517 248,384 214,740 State & municipal 90,654 86,727 95,457 87,490 96,251 86,306 Mortgage-backed 616,442 591,562 512,353 464,365 473,813 422,268 Collateralized mortgage obligations 901,420 855,486 725,821 656,488 614,886 541,544 Corporate 22,500 20,965 48,482 45,014 48,442 40,976 Total AFS securities $ 1,958,658 $ 1,862,838 $ 1,739,299 $ 1,574,664 $ 1,615,078 $ 1,430,858 HTM securities: Federal agency $ 100,000 $ 89,295 $ 100,000 $ 83,344 $ 100,000 $ 82,216 Mortgage-backed 202,601 179,223 224,190 189,326 245,806 213,630 Collateralized mortgage obligations 193,773 179,199 228,924 206,125 251,335 228,463 State & municipal 266,382 254,860 289,807 271,150 308,126 290,215 Total HTM securities $ 762,756 $ 702,577 $ 842,921 $ 749,945 $ 905,267 $ 814,524 The Company’s mortgage-backed securities, U.S. agency notes and collateralized mortgage obligations are all guaranteed by Fannie Mae, Freddie Mac, FHLB, Federal Farm Credit Banks or Ginnie Mae (“GNMA”). GNMA securities are considered similar in credit quality to U.S. Treasury securities, as they are backed by the full faith and credit of the U.S. government. Currently, there are no subprime mortgages in the investment portfolio. 38 Table of Contents The following table sets forth information with regard to contractual maturities of debt securities shown in amortized cost ($) and weighted average yield (%) at December 31, 2025. Weighted-average yields are an arithmetic computation of income (not FTE adjusted) divided by amortized cost. 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. Less than 1 Year 1 Year to 5 Years 5 Years to 10 Years Over 10 Years Total (Dollars in thousands) $ % $ % $ % $ % $ % AFS securities: U.S. treasury $ 29,975 1.85 % $ 49,355 1.65 % $ - - $ - - $ 79,330 1.72 % Federal agency - - 245,594 1.03 % 2,718 1.39 % - - 248,312 1.04 % State & municipal 13,968 1.05 % 74,139 1.43 % 2,547 1.28 % - - 90,654 1.37 % Mortgage-backed 953 1.71 % 104,169 1.45 % 177,438 2.70 % 333,882 3.42 % 616,442 2.88 % Collateralized mortgage obligations 37,605 3.62 % 200,590 3.43 % 22,635 1.64 % 640,590 3.21 % 901,420 3.24 % Corporate - - 1,000 7.91 % 21,500 3.07 % - - 22,500 3.29 % Total AFS securities $ 82,501 2.52 % $ 674,847 1.91 % $ 226,838 2.60 % $ 974,472 3.28 % $ 1,958,658 2.70 % HTM securities: Federal agency $ - - $ 100,000 1.11 % $ - - $ - - $ 100,000 1.11 % Mortgage-backed - - 2,816 3.46 % 11,733 4.10 % 188,052 2.00 % 202,601 2.14 % Collateralized mortgage obligations - - 59,122 3.14 % 20,884 2.74 % 113,767 2.66 % 193,773 2.81 % State & municipal 91,538 3.42 % 61,814 2.58 % 75,628 2.02 % 37,402 1.78 % 266,382 2.60 % Total HTM securities $ 91,538 3.42 % $ 223,752 2.08 % $ 108,245 2.38 % $ 339,221 2.20 % $ 762,756 2.33 % Funding Sources and Corresponding Interest Expense The Company utilizes traditional deposit products such as time, savings, interest-bearing checking, money market and demand deposits as its primary source for funding. Other sources, such as short-term FHLB advances, federal funds purchased, securities sold under agreements to repurchase, brokered time deposits and long-term FHLB borrowings are utilized as necessary to support the Company’s growth in assets and to achieve interest rate sensitivity objectives. The average balance of interest-bearing liabilities totaled $9.57 billion in 2025 and increased $1.19 billion from 2024. The increase was primarily driven by the interest-bearing deposits acquired from Evans partially offset by a decrease in short-term borrowings and subordinated debt. The rate paid on interest-bearing liabilities decreased from 2.52% in 2024 to 2.19% in 2025. This decrease in rates caused a decrease in interest expense of $2.1 million, or 1.0%, from $211.5 million in 2024 to $209.4 million in 2025. Deposits Average interest-bearing deposits increased $1.30 billion, or 16.5%, from 2024 to 2025. Average money market deposits increased $595.2 million, or 18.0%, during 2025 compared to 2024. Average interest-bearing checking deposits increased $318.5 million, or 19.7%, during 2025 as compared to 2024. The average balance of savings accounts increased $243.4 million, or 15.4%, during 2025 compared to 2024. The average balance of time deposits increased $146.6 million, or 10.4%, from 2024 to 2025. The average balance of demand deposits increased $303.8 million, or 9.0%, during 2025 compared to 2024. The increase in average balances was primarily due to the $1.86 billion in deposits acquired from Evans in the second quarter of 2025. The Company’s composition of total deposits is diverse and granular with over 613,000 accounts with an average per account balance of $22,014 as of December 31, 2025. The rate paid on average interest-bearing deposits was down 27 bps to 2.09% for 2025. The rate paid for MMDA decreased 59 bps to 2.95% from 2024 to 2025. The rate paid for interest-bearing checking deposits increased from 0.83% in 2024 to 1.02% in 2025. The rate paid for savings deposits increased from 0.05% in 2024 to 0.33% in 2025. The rate paid for time deposits decreased from 3.96% during 2024 to 3.30% during 2025. 39 Table of Contents Years Ended December 31, 2025 2024 2023 (In thousands) Average Balance Yield/Rate Average Balance Yield/Rate Average Balance Yield/Rate Demand deposits $ 3,681,113 $ 3,377,352 $ 3,463,608 Money market deposits 3,903,585 2.95 % 3,308,433 3.54 % 2,418,450 2.58 % Interest-bearing checking deposits 1,935,912 1.02 % 1,617,456 0.83 % 1,555,414 0.53 % Savings deposits 1,823,884 0.33 % 1,580,517 0.05 % 1,715,749 0.04 % Time deposits 1,555,058 3.30 % 1,408,410 3.96 % 1,006,867 3.30 % Total interest-bearing deposits $ 9,218,439 2.09 % $ 7,914,816 2.36 % $ 6,696,480 1.56 % The following table presents the estimated amounts of uninsured deposits based on the same methodologies and assumptions used for the bank regulatory reporting: As of December 31, (In thousands) 2025 2024 2023 Estimated amount of uninsured deposits $ 5,862,417 $ 4,731,363 $ 4,077,186 The following table presents the maturity distribution of time deposits of $250,000 or more: (In thousands) December 31, 2025 Portion of time deposits in excess of insurance limit $ 332,936 Time deposits otherwise uninsured with a maturity of: Within three months $ 183,739 After three but within six months 103,200 After six but within twelve months 20,854 Over twelve months 25,143 Borrowings Average federal funds purchased decreased to $4.1 million in 2025. The rate paid on federal funds purchased was 4.50% in 2025. Average repurchase agreements increased to $114.8 million in 2025 from $95.9 million in 2024. The average rate paid on repurchase agreements increased from 2.35% in 2024 to 2.66% in 2025. Average short-term borrowings decreased to $8.7 million in 2025 from $104.0 million in 2024. The average rate paid on short-term borrowings decreased from 5.48% in 2024 to 4.62% in 2025. Average long-term debt increased from $29.7 million in 2024 to $36.9 million in 2025. The average balance of junior subordinated debt increased from $101.2 million in 2024 to $108.1 million in 2025. The average rate paid for junior subordinated debt in 2025 was 6.59%, down from 7.44% in 2024. Total short-term borrowings consist of federal funds purchased, securities sold under repurchase agreements, which generally represent overnight borrowing transactions and other short-term borrowings, primarily FHLB advances, with original maturities of one year or less. The Company has unused lines of credit with the FHLB and access to brokered deposits available for short-term financing. Those sources totaled approximately $4.38 billion and $3.46 billion at December 31, 2025 and 2024, respectively. Securities collateralizing repurchase agreements are held in safekeeping by nonaffiliated financial institutions and are under the Company’s control. Long-term debt, which is comprised primarily of FHLB advances, are collateralized by the FHLB stock owned by the Company, certain of its mortgage-backed securities and a blanket lien on its residential mortgage loans. On June 23, 2020, the Company issued $100.0 million of 5.00% fixed-to-floating rate subordinated notes due 2030. The subordinated notes, which qualified as Tier 2 capital, bore interest at an annual rate of 5.00%, payable semi-annually in arrears commencing on January 1, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 4.85%, payable quarterly in arrears commencing on October 1, 2025. The subordinated notes issuance costs of $2.2 million were amortized on a straight-line basis into interest expense over five years. The Company repurchased $2.0 million of the subordinated notes in 2022 at a discount of $0.1 million. On July 1, 2025, the Company redeemed these subordinated notes in full using existing liquidity sources. The subordinated notes assumed in connection with the Salisbury acquisition included $25.0 million of 3.50% fixed-to-floating rate subordinated notes due 2031. The subordinated notes, which qualified as Tier 2 capital, bore interest at an annual rate of 3.50%, payable quarterly in arrears commencing on June 30, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 2.80%, payable quarterly in arrears commencing on June 30, 2026. As of the acquisition date, the fair value discount was $3.0 million, which will be amortized into interest expense over the expected call or maturity date. Subordinated notes assumed in connection with the Evans acquisition included $20.0 million of 6.00% fixed-to-floating rate subordinated notes due 2030. The subordinated notes, which qualified as Tier 2 capital, bore interest at an annual rate of 6.00%, payable semi-annually in arrears commencing on January 15, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 5.90%, payable quarterly in arrears commencing on July 15, 2025. On July 15, 2025, the Company redeemed these subordinated notes in full using existing liquidity sources. As of December 31, 2025 and December 31, 2024 the subordinated debt net of unamortized issuance costs and fair value discount was $24.5 million and $121.2 million, respectively. 40 Table of Contents Noninterest Income Noninterest income is a significant source of revenue for the Company and an important factor in the Company’s results of operations. The following table sets forth information by category of noninterest income for the years indicated: Years Ended December 31, (In thousands) 2025 2024 2023 Service charges on deposit account $ 19,067 $ 17,087 $ 15,425 Card services income 23,988 22,331 20,829 Retirement plan administration fees 61,585 56,587 47,221 Wealth management 44,755 41,641 34,763 Insurance services 18,035 17,032 15,667 Bank owned life insurance income 12,393 8,325 6,750 Net securities gains (losses) 148 2,789 (9,315 ) Other 15,522 11,032 10,838 Total noninterest income $ 195,493 $ 176,824 $ 142,178 Noninterest income for the year ended December 31, 2025 was $195.5 million, up $18.7 million, or 10.6%, from the year ended December 31, 2024. Excluding net securities gains (losses), noninterest income for the year ended December 31, 2025 was $195.3 million, up $21.3 million, or 12.2%, from the year ended December 31, 2024. The increase from the prior year was primarily due to an increase in retirement plan administration fees, wealth management fees and bank owned life insurance income. The increase in retirement plan administration fees was driven by higher market values of assets under administration, organic growth and the acquisition of a small TPA business in the fourth quarter of 2024. The increase in wealth management fees was driven by market performance and growth in new customer accounts. Bank owned life insurance income increased due to $2.7 million in additional gains recognized in 2025. Service charges on deposit accounts, card services income and other noninterest income increased from 2024 primarily due to the Evans acquisition. Included in other noninterest income for the year ended December 31, 2025 was a $0.6 million gain related to the finalization of a third-party contractual arrangement. In the first quarter of 2023, the Company incurred a $5.0 million securities loss on the write-off of an AFS subordinated debt investment of a failed financial institution. In the first quarter of 2024, the Company sold the previously written-off subordinated debt security and recognized a gain of $2.3 million. In the second quarter of 2023, the Company incurred a $4.5 million securities loss on the sale of two subordinated debt securities held in the AFS portfolio. In the fourth quarter of 2023 the Company recorded a full $4.8 million impairment of its minority interest equity investment in a provider of financial and technology services to residential solar equipment installers due to the uncertainty in the realizability of the investment in other noninterest expense in the consolidated statements of income. Noninterest Expense Noninterest expenses are also an important factor in the Company’s results of operations. The following table sets forth the major components of noninterest expense for the years indicated: Years Ended December 31, (In thousands) 2025 2024 2023 Salaries and employee benefits $ 257,478 $ 232,487 $ 194,250 Technology and data services 44,025 39,139 38,163 Occupancy 36,385 31,309 28,408 Professional fees and outside services 21,740 19,132 17,601 Office supplies and postage 8,095 7,525 6,917 FDIC assessment 7,889 6,765 6,257 Marketing 4,013 3,386 3,054 Amortization of intangible assets 11,944 8,443 4,734 Loan collection and other real estate owned, net 2,648 2,505 2,618 Acquisition expenses 19,526 1,531 9,978 Other 31,598 25,659 29,684 Total noninterest expense $ 445,341 $ 377,881 $ 341,664 Noninterest expense for the year ended December 31, 2025 was $445.3 million, up $67.5 million, or 17.9%, from the year ended December 31, 2024. Excluding acquisition expenses, noninterest expense for the year ended December 31, 2025 was $425.8 million, up $49.5 million, or 13.1%, from the year ended December 31, 2024. The increase from the prior year was driven by higher salaries and employee benefits due to the Evans acquisition, merit pay increases, higher incentive compensation expenses and higher medical expenses and other benefit costs. The increase in technology and data services was driven by the Evans acquisition and ongoing investment in enterprise technology initiatives. Occupancy expense was impacted by additional expenses from the Evans acquisition, higher utilities and higher facilities costs related to new branch banking locations. Professional fees and outside services increased from the prior year primarily due to the Evans acquisition. In addition, the increase in amortization of intangible assets was due to the amortization of the core deposit intangible asset related to the Evans acquisition. 41 Table of Contents Income Taxes We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are recorded when identified, which is generally in the fourth quarter of the subsequent year for U.S. federal and state provisions. The amount of income taxes the Company pays is subject at times to ongoing audits by U.S. federal and state tax authorities, which may result in proposed assessments. Future results may include favorable or unfavorable adjustments to the estimated tax liabilities in the period the assessments are proposed or resolved or when statutes of limitations on potential assessments expire. As a result, the Company’s effective tax rate may fluctuate significantly on a quarterly or annual basis. Income tax expense for the year ended December 31, 2025 was $50.2 million, up $11.4 million, or 29.3%, from the year ended December 31, 2024. The effective tax rate was 22.9% in 2025 and was 21.6% in 2024. The increase in the effective tax rate from 2024 was primarily due to t he higher level of pretax income and the impact of certain nondeductible acquisition expenses related to the Evans acquisition. On July 4, 2025, the One Big Beautiful Bill Act (the “Bill”) was enacted into law. The significant provisions of the Bill include the permanent extension and modification of certain provisions of the Tax Cuts and Jobs Act, including international tax provisions. The Bill also imposes a floor on tax deductions taken on charitable contributions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented in later years. The provisions of the Bill are not expected to have a material impact on our consolidated financial statements. Risk Management – Credit Risk Credit risk is managed through a network of loan officers, credit committees, loan policies and oversight from senior credit officers and the Board. Management follows a policy of continually identifying, analyzing and grading credit risk inherent in each loan portfolio. An ongoing independent review of individual credits in the commercial loan portfolio is performed by the independent loan review function. These components of the Company’s underwriting and monitoring functions are critical to the timely identification, classification and resolution of problem credits. Allowance for Credit Losses Management considers the accounting policy relating to the allowance for credit losses to be a critical estimate given the degree of judgment exercised in evaluating the level of the allowance required to estimate expected credit losses over the expected contractual life of our loan portfolio and the material effect that such judgments can have on the consolidated results of operations. The CECL methodology requires an estimate of the credit losses expected over the life of a loan (or pool of loans). The allowance for credit losses is a valuation account that is deducted from, or added to, the loans’ amortized cost basis to present the net, lifetime amount expected to be collected on the loans. Loan losses are charged off against the allowance when management believes a loan balance is confirmed to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Required additions or reductions to the allowance for credit losses are made periodically by charges or credits to the provision for loan losses. These are necessary to maintain the allowance at a level which management believes is reasonably reflective of the overall loss expected over the contractual life of the loan portfolio, adjusted for expected prepayments and curtailments. While management uses available information to recognize losses on loans, additions or reductions to the allowance may fluctuate from one reporting period to another. These fluctuations are reflective of changes in risk associated with portfolio content and/or changes in management’s assessment of any or all of the determining factors discussed above. Management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio. Management estimates the allowance for credit losses using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Company historical loss experience was supplemented with peer information when there was insufficient loss data for the Company. Significant management judgment is required at each point in the measurement process. 42 Table of Contents The allowance for credit losses is measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is applied on a quarterly basis, when similar risk characteristics exist. The respective quantitative allowance for each segment is measured using an econometric, discounted PD and LGD modeling methodology in which distinct, segment-specific multi-variate regression models are applied to multiple, probabilistically weighted external economic forecasts. Under the discounted cash flows methodology, expected credit losses are estimated over the effective life of the loans by measuring the difference between the net present value of modeled cash flows and amortized cost basis. After quantitative considerations, management applies additional qualitative adjustments so that the allowance for credit loss is reflective of the estimate of lifetime losses that exist in the loan portfolio as of the balance sheet date. Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Consistent with CECL guidance, management has pooled loans with similar risk characteristics and identified segments for estimating loss based on type of borrower and collateral which is generally based upon federal call report segmentation and have been combined or subsegmented as needed to ensure loans of similar risk profiles are appropriately pooled. 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. Starting in 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 impacted the economy. Additional information about our Allowance for Credit Losses is included in Notes 1 and 6 to the consolidated financial statements as well as in the “Critical Accounting Estimates” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company’s management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio. Beginning January 1, 2023, the Company adopted ASU 2022-02 Financial Instruments - CECL Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which resulted in an insignificant change to the Company’s methodology for estimating the allowance for credit losses on TDRs since December 31, 2022. The January 1, 2023 decrease in allowance for credit loss on TDR loans relating to adoption of ASU 2022-02 was $0.6 million, which increased retained earnings by $0.5 million and decreased the deferred tax asset by $0.1 million. The allowance for credit losses totaled $138.0 million at December 31, 2025, compared to $116.0 million at December 31, 2024. The allowance for credit losses as a percentage of loans was 1.19% at December 31, 2025, compared to 1.16% at December 31, 2024. The increase in the allowance for credit losses from December 31, 2024 to December 31, 2025 was primarily due to the recording of $20.7 million of allowance for acquired Evans loans as of the acquisition date, which included both $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 the shift in loan composition driven by other consumer and residential solar portfolios that are in a planned run-off status. The allowance for credit losses as of December 31, 2023 incorporates the recording of $14.5 million of allowance for acquired Salisbury loans as of the acquisition date, which included both the $8.8 million of non-PCD allowance recognized through the provision for loan losses and the $5.8 million of PCD allowance reclassified from loans. The allowance for credit losses was 266.81% of nonperforming loans at December 31, 2025 as compared to 224.73% at December 31, 2024. The provision for loan losses was $32.3 million for the year ended December 31, 2025, compared to $19.6 million for the year ended December 31, 2024. Provision expense increased from the prior year primarily due to the $13.0 million of acquisition-related provision for loan losses for non-PCD loans acquired from Evans and a deterioration in economic forecasts. Net charge-offs totaled $18.0 million for 2025 and 2024. Net charge-offs to average loans was 16 bps for 2025 compared to 18 bps for 2024. (Dollars in thousands) 2025 2024 2023 2022 2021 Balance at January 1 (1) $ 116,000 $ 114,400 $ 100,152 $ 92,000 $ 110,000 Loans charged-off: Commercial 4,801 5,042 4,154 1,870 4,638 Residential 916 211 517 633 979 Consumer (2) 19,492 20,475 22,107 16,140 14,489 Total loans charged-off $ 25,209 $ 25,728 $ 26,778 $ 18,643 $ 20,106 Recoveries: Commercial $ 893 $ 839 $ 3,625 $ 2,430 $ 723 Residential 345 415 496 852 1,069 Consumer (2) 5,991 6,467 5,859 7,014 8,571 Total recoveries $ 7,229 $ 7,721 $ 9,980 $ 10,296 $ 10,363 Net loans charged-off $ 17,980 $ 18,007 $ 16,798 $ 8,347 $ 9,743 Allowance for credit loss on PCD acquired loans $ 7,726 $ - $ 5,772 $ - $ - Provision for loan losses 32,254 19,607 25,274 17,147 (8,257 ) Balance at December 31 $ 138,000 $ 116,000 $ 114,400 $ 100,800 $ 92,000 Allowance for loan losses to loans outstanding at end of year 1.19 % 1.16 % 1.19 % 1.24 % 1.23 % Net charge-offs to average loans outstanding 0.16 % 0.18 % 0.19 % 0.11 % 0.13 % Commercial net charge-offs to average loans outstanding 0.04 % 0.04 % 0.01 % (0.01 )% 0.05 % Residential net charge-offs to average loans outstanding 0.01 % - - - - Consumer net charge-offs to average loans outstanding 0.12 % 0.14 % 0.18 % 0.12 % 0.08 % (1) 2023 includes an adjustment of $0.6 million as a result of the January 1, 2023, adoption of ASU 2022-02. (2) Consumer charge-off and recoveries include consumer and home equity. 43 Table of Contents Nonperforming Assets Nonperforming assets consist of nonaccrual loans, loans over 90 days past due and still accruing, troubled loans modifications, OREO and nonperforming securities. Loans are generally placed on nonaccrual when principal or interest payments become 90 days past due, unless the loan is well secured and in the process of collection. Loans may also be placed on nonaccrual when circumstances indicate that the borrower may be unable to meet the contractual principal or interest payments. The threshold for evaluating commercial loans risk graded substandard or doubtful, and nonperforming loans specifically evaluated for individual credit loss is $1.0 million. OREO represents property acquired through foreclosure and is valued at the lower of the carrying amount or fair value, less any estimated disposal costs. As of December 31, (Dollars in thousands) 2025 % 2024 % 2023 % 2022 % 2021 % Nonaccrual loans: Commercial $ 19,934 45 % $ 32,144 70 % $ 21,567 63 % $ 7,664 44 % $ 15,942 53 % Residential 21,264 47 % 10,464 23 % 9,632 28 % 4,835 28 % 8,862 29 % Consumer 3,093 7 % 2,529 6 % 2,566 8 % 1,667 10 % 1,511 5 % Troubled loan modifications (1) 301 1 % 682 1 % 448 1 % 3,067 18 % 3,970 13 % Total nonaccrual loans $ 44,592 100 % $ 45,819 100 % $ 34,213 100 % $ 17,233 100 % $ 30,285 100 % Loans over 90 days past due and still accruing: Commercial $ 2,220 31 % $ - - $ 1 - $ 4 - $ - - Residential 2,366 33 % 2,411 42 % 554 15 % 771 20 % 808 33 % Consumer 2,545 36 % 3,387 58 % 3,106 85 % 3,048 80 % 1,650 67 % Total loans over 90 days past due and still accruing $ 7,131 100 % $ 5,798 100 % $ 3,661 100 % $ 3,823 100 % $ 2,458 100 % Total nonperforming loans $ 51,723 $ 51,617 $ 37,874 $ 21,056 $ 32,743 OREO 402 182 - 105 167 Total nonperforming assets $ 52,125 $ 51,799 $ 37,874 $ 21,161 $ 32,910 Total nonaccrual loans to total loans 0.38 % 0.46 % 0.35 % 0.21 % 0.40 % Total nonperforming loans to total loans 0.45 % 0.52 % 0.39 % 0.26 % 0.44 % Total nonperforming assets to total assets 0.33 % 0.38 % 0.28 % 0.18 % 0.27 % Total allowance for loan losses to nonperforming loans 266.81 % 224.73 % 302.05 % 478.72 % 280.98 % Total allowance for loan losses to nonaccrual loans 309.47 % 253.17 % 334.38 % 584.92 % 303.78 % (1) TDRs prior to adoption of ASU 2022-02. Total nonperforming assets were $52.1 million at December 31, 2025, compared to $51.8 million at December 31, 2024. Nonperforming loans at December 31, 2025 were $51.7 million or 0.45% of total loans, compared with $51.6 million or 0.52% of total loans at December 31, 2024. The increase in nonperforming assets from the prior year was primarily attributable to the addition of nonperforming loans acquired from the Evans acquisition, an increase in loans 90 days or more past due and an increase in OREO, partially offset by a decrease in nonaccrual loans. Total nonaccrual loans were $44.6 million or 0.38% of total loans at December 31, 2025, compared to $45.8 million or 0.46% of total loans at December 31, 2024. Past due loans as a percentage of total loans was 0.38% at December 31, 2025, up from 0.34% of total loans at December 31, 2024. 44 Table of Contents In addition to nonperforming loans discussed above, the Company has also identified approximately $271.8 million in potential problem loans at December 31, 2025, as compared to $116.1 million at December 31, 2024. Potential problem loans are loans that are currently performing, with a possibility of loss if weaknesses are not corrected. Such loans may need to be disclosed as nonperforming at some time in the future. Potential problem loans are classified by the Company’s loan rating system as “substandard.” The increase in potential problem loans at December 31, 2025, compared to December 31, 2024 is primarily due to the addition of $60.5 million in acquired commercial loans from Evans during the second quarter of 2025 and the net migration of commercial loan balances to substandard, the majority of which are adequately secured by the underlying real estate collateral. The increase in potential problem loans is due to a convergence of macroeconomic pressures, post-pandemic credit normalization, higher interest rate repricing, and structural shifts in key industries. Management cannot predict the extent to which economic conditions may worsen or other factors, which may impact borrowers and the potential problem loans. Accordingly, there can be no assurance that other loans will not become over 90 days past due, be placed on nonaccrual, become troubled loans modifications or require increased allowance coverage and provision for loan losses. To mitigate this risk the Company maintains a diversified loan portfolio, has no significant concentration in any particular industry and originates loans primarily within its footprint. Allocation of the Allowance for Loan Losses December 31, 2025 2024 2023 2022 2021 (Dollars in thousands) Allowance Category Percent of Loans Allowance Category Percent of Loans Allowance Category Percent of Loans Allowance Category Percent of Loans Allowance Category Percent of Loans Commercial $ 61,725 54 % $ 45,453 51 % $ 45,903 50 % $ 34,722 48 % $ 28,941 51 % Residential 33,692 28 % 26,560 27 % 22,070 27 % 15,127 26 % 18,806 27 % Consumer 42,583 18 % 43,987 22 % 46,427 23 % 50,951 26 % 44,253 22 % Total $ 138,000 100 % $ 116,000 100 % $ 114,400 100 % $ 100,800 100 % $ 92,000 100 % Allowance for Credit Losses on Off-Balance Sheet Credit Exposures The Company estimates expected credit losses over the contractual period in which the Company has exposure to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for losses on off-balance sheet credit exposures is adjusted as an expense in other noninterest expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over their estimated lives. The allowance for credit losses on unfunded commitments totaled $5.8 million as of December 31, 2025, compared to $4.4 million as of December 31, 2024. December 31, 2025 included $0.5 million of acquisition-related provision for unfunded loan commitments. The increase from prior year was primarily related to increases in pipeline exposure and the Evans acquisition. Liquidity Risk Liquidity risk arises from the possibility that the Company may not be able to satisfy current or future financial commitments or may become unduly reliant on alternate funding sources. The objective of liquidity management is to ensure the Company can fund balance sheet growth, meet the cash flow requirements of depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. ALCO is responsible for liquidity management and has developed guidelines, which cover all assets and liabilities, as well as off-balance sheet items that are potential sources or uses of liquidity. Liquidity policies must also provide the flexibility to implement appropriate strategies, along with regular monitoring of liquidity and testing of the contingent liquidity plan. Requirements change as loans grow, deposits and securities mature and payments on borrowings are made. Liquidity management includes a focus on interest rate sensitivity management with a goal of avoiding widely fluctuating net interest margins through periods of changing economic conditions. Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and mortgage-related securities are strongly influenced by interest rates, the housing market, general and local economic conditions, and competition in the marketplace. Management continually monitors marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments. The primary liquidity measurement the Company utilizes is called “Basic Surplus,” which captures the adequacy of its access to reliable sources of cash relative to the stability of its funding mix of average liabilities. This approach recognizes the importance of balancing levels of cash flow liquidity from short and long-term securities with the availability of dependable borrowing sources, which can be accessed when necessary. At December 31, 2025, the Company’s Basic Surplus measurement was 18.7% of total assets, or $2.98 billion, as compared to the December 31, 2024 Basic Surplus of 17.0%, or $2.34 billion, and was above the Company’s minimum of 5% (calculated at $799.8 million and $689.3 million of period end total assets as of December 31, 2025 and December 31, 2024, respectively) set forth in its liquidity policies. 45 Table of Contents At December 31, 2025 and 2024, FHLB advances outstanding totaled $43.0 million and $45.6 million, respectively. At December 31, 2025 and 2024, the Bank had $353.0 million and $199.0 million, respectively, of collateral encumbered by municipal letters of credit. The Bank is a member of the FHLB system and had additional borrowing capacity from the FHLB of approximately $2.10 billion at December 31, 2025 and $1.71 billion at December 31, 2024. In addition, unpledged securities could have been used to increase borrowing capacity at the FHLB by an additional $1.11 billion and $957.3 million at December 31, 2025 and 2024, respectively, or used to collateralize other borrowings, such as repurchase agreements. The Company also has the ability to issue brokered time deposits and to borrow against established borrowing facilities with other banks (federal funds), which could provide additional liquidity of $2.53 billion and $2.01 billion at December 31, 2025 and December 31, 2024, respectively. In addition, the Bank has a “Borrower-in-Custody” program with the FRB with the addition of the ability to pledge automobile and residential solar loans as collateral. At December 31, 2025 and 2024, the Bank had the capacity to borrow $1.18 billion and $1.13 billion, respectively, from this program. The Company’s internal policies authorize borrowing up to 25% of assets. Under this policy, remaining available borrowing capacity totaled $3.94 billion at December 31, 2025 and $3.38 billion at December 31, 2024. This Basic Surplus approach enables the Company to appropriately manage liquidity from both operational and contingency perspectives. By tempering the need for cash flow liquidity with reliable borrowing facilities, the Company is able to operate with a more fully invested and, therefore, higher interest income generating securities portfolio. The makeup and term structure of the securities portfolio is, in part, impacted by the overall interest rate sensitivity of the balance sheet. Investment decisions and deposit pricing strategies are impacted by the liquidity position. The Company considers its Basic Surplus position to be strong. However, certain events may adversely impact the Company’s liquidity position in 2026. While short-term interest rates have declined, they remain elevated relative to recent history, which could result in deposit declines as depositors have alternative opportunities for yield on their excess funds. In the current economic environment, draws against lines of credit could drive asset growth higher. Disruptions in wholesale funding markets could spark increased competition for deposits. These scenarios could lead to a decrease in the Company’s Basic Surplus measure below the minimum policy level of 5%. Note, enhanced liquidity monitoring was put in place to quickly respond to the changing environment during the pandemic including increasing the frequency of monitoring and adding additional sources of liquidity. While the pandemic has come to an end, this enhanced monitoring continues as elevated interest rates and the bank failures of 2023 have led to a deposit decline in the banking system and increased volatility to liquidity risk. At December 31, 2025, a portion of the Company’s loans and securities were pledged as collateral on borrowings. Therefore, once on-balance sheet liquidity is reduced, future growth of earning assets will depend upon the Company’s ability to obtain additional funding, through growth of core deposits and collateral management and may require further use of brokered time deposits or other higher cost borrowing arrangements. Net cash flows provided by operating activities totaled $235.2 million and $188.6 million in 2025 and 2024, respectively. The critical elements of net operating cash flows include net income, adjusted for non-cash income and expense items such as the provision for loan losses, deferred income tax expense, depreciation and amortization and cash flows generated through changes in other assets and liabilities. Net cash flows provided by investing activities totaled $169.1 million in 2025 and net cash flows used in investing activities totaled $399.2 million in 2024. Critical elements of investing activities are loan and investment securities transactions. Net cash flows used in financing activities totaled $201.2 million in 2025 and net cash flows provided by financing activities totaled $289.5 million in 2024. The critical elements of financing activities are proceeds from deposits, borrowings and stock issuance. In addition, financing activities are impacted by dividends and treasury stock transactions. Commitments to Extend Credit The Company makes contractual commitments to extend credit, which include unused lines of credit, which are subject to the Company’s credit approval and monitoring procedures. At December 31, 2025 and 2024, commitments to extend credit in the form of loans, including unused lines of credit, amounted to $3.40 billion and $2.84 billion, respectively. In the opinion of management, there are no material commitments to extend credit, including unused lines of credit that represent unusual risks. All commitments to extend credit in the form of loans, including unused lines of credit, expire within one year. 46 Table of Contents Standby Letters of Credit 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. At December 31, 2025 and 2024, standby letters of credit were $58.5 million and $50.8 million, respectively. As of December 31, 2025 and 2024, the fair value of the Company’s standby letters of credit was not significant. The following table sets forth the commitment expiration period for standby letters of credit at: (In thousands) December 31, 2025 Within one year $ 44,187 After one but within three years 12,592 After three but within five years 1,398 After five years 323 Total $ 58,500 Interest Rate Swaps The Company records all derivatives on the consolidated balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. When the Company purchases or sells a portion of a commercial loan that has an existing interest rate swap, it may enter into a risk participation agreement to 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. Any fee paid to the Company under a risk participation agreement is in consideration of the credit risk of the counterparties and is recognized in the income statement. Credit risk on the risk participation agreements is determined after considering the risk rating, PD and LGD of the counterparties. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or if the Company elects not to apply hedge accounting. For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. Loans Serviced for Others and Loans Sold with Recourse The total amount of loans serviced by the Company for unrelated third parties was $1.28 billion and $982.5 million at December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024, the Company had $2.1 million and $0.9 million, respectively, of mortgage servicing rights. At December 31, 2025 and 2024, the Company serviced $23.2 million and $24.7 million, respectively, of agricultural loans sold with recourse. Due to sufficient collateral on these loans and government guarantees, no reserve is considered necessary at December 31, 2025 and 2024. Capital Resources Consistent with its goal to operate a sound and profitable financial institution, the Company actively seeks to maintain a “well capitalized” institution in accordance with regulatory standards. The principal source of capital to the Company is earnings retention. Capital measurements are well in excess of regulatory minimum guidelines and meet the requirements to be considered well capitalized. The Company’s primary source of funds is dividends from its subsidiaries. Various laws and regulations restrict the ability of banks to pay dividends to their stockholders. Generally, the payment of dividends by the Company in the future as well as the payment of interest on the capital securities will require the generation of sufficient future earnings by its subsidiaries. 47 Table of Contents Certain restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends. The approval of the OCC is required to pay dividends when a bank fails to meet certain minimum regulatory capital standards or when such dividends are in excess of a subsidiary bank’s earnings retained in the current year plus retained net profits for the preceding two years as specified in applicable OCC regulations. At December 31, 2025 and 2024, approximately $115.9 million and $107.6 million, respectively, of the total stockholders’ equity of the Bank was available for payment of dividends to the Company without approval by the OCC. The Bank’s ability to pay dividends is also subject to the Bank being in compliance with regulatory capital requirements. The Bank is currently in compliance with these requirements. Under the State of Delaware General Corporation Law, the Company may declare and pay dividends either out of accumulated net retained earnings or capital surplus. Stock Repurchase Plan On October 27, 2025, the Company’s Board of Directors authorized and approved an amendment to the Company’s stock repurchase program. Pursuant to the amended stock repurchase program, the Company may repurchase up to 2,000,000 shares of the Company’s common stock with all repurchases under the stock repurchase program to be made by December 31, 2027. The Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effects of stock-based incentive plans and other potential uses of common stock for corporate purposes. The Company purchased 250,000 shares of its common stock during the year ended December 31, 2025, for a total of $10.2 million at an average price of $40.74 per share under its previously announced share repurchase program. As of December 31, 2025, there were 1,750,000 shares available for repurchase under this plan authorized on October 27, 2025 which is set to expire on December 31, 2027. Recent Accounting Updates See Note 2 to the consolidated financial statements for a detailed discussion of new accounting pronouncements. 2024 OPERATING RESULTS AS COMPARED TO 2023 OPERATING RESULTS For similar operating and financial data and discussion of our results for the year ended December 31, 2024 compared to our results for the year ended December 31, 2023 , refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under Part II of our annual report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 28, 2025 and is incorporated herein by reference. 48 Table of Contents ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Interest rate risk is the most significant market risk affecting the Company. Other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of the Company’s business activities or are immaterial to the results of operations. Interest rate risk is defined as an exposure to a movement in interest rates that could have an adverse effect on the Company’s net interest income. Net interest income is susceptible to interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than earning assets. When interest-bearing liabilities mature or reprice more quickly than earning assets in a given period, a significant increase in market rates of interest could adversely affect net interest income. Similarly, when earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net interest income. To manage the Company’s exposure to changes in interest rates, management monitors the Company’s interest rate risk. Management’s Asset Liability Committee (“ALCO”) meets monthly to review the Company’s interest rate risk position and profitability and to recommend strategies for consideration by the Board of Directors (the “Board”). Management also reviews loan and deposit pricing and the Company’s securities portfolio, formulates investment and funding strategies and oversees the timing and implementation of transactions to assure attainment of the Board’s objectives in the most effective manner. Notwithstanding the Company’s interest rate risk management activities, the potential for changing interest rates is an uncertainty that can have an adverse effect on net income. In managing the Company’s asset/liability position, the Board and management aim to manage the Company’s interest rate risk while minimizing NIM compression. At times, depending on the level of general interest rates, the relationship between long and short-term interest rates, market conditions and competitive factors, the Board and management may determine to increase the Company’s interest rate risk position somewhat in order to increase its NIM. The Company’s results of operations and net portfolio values remain vulnerable to changes in interest rates and fluctuations in the difference between long and short-term interest rates. The primary tool utilized by the ALCO to manage interest rate risk is earnings at risk modeling (interest rate sensitivity analysis). Information, such as principal balance, interest rate, maturity date, cash flows, next repricing date (if needed) and current rates are uploaded into the model to create an ending balance sheet. In addition, the ALCO makes certain assumptions regarding prepayment speeds for loans and mortgage related investment securities along with any optionality within the deposits and borrowings. The model is first run under an assumption of a flat rate scenario (e.g., no change in current interest rates) with a static balance sheet. Six additional models are run in which gradual increases of 300 bps, 200 bps and 100 bps, and gradual decreases of 100 bps, 200 bps and 300 bps takes place over a 12-month period with a static balance sheet. Under these scenarios, assets subject to prepayments are adjusted to account for faster or slower prepayment assumptions. Any investment securities or borrowings that have callable options embedded in them are handled accordingly based on the interest rate scenario. The resulting changes in net interest income are then measured against the flat rate scenario. The Company also runs other interest rate scenarios to highlight potential interest rate risk. The Company’s Interest Rate Sensitivity has remained in a near neutral position. In the declining rate scenarios, net interest income is projected to modestly decrease when compared to the forecasted net interest income in the flat rate scenario through the simulation period. The decrease in net interest income is a result of earning assets repricing and rolling over at lower yields at a faster pace than interest-bearing liabilities decline and/or reach their floors. Conversely in the rising rate scenarios, net interest income increases modestly, impacted by slowing prepayments speeds and increased deposit reactivity; the magnitude of potential impact on earnings may be affected by the ability to lag deposit repricing on interest-bearing checking, savings, MMDA and time accounts. Net interest income for the next twelve months in the +300/+200/+100/-100/-200/-300 bps scenarios, as described above, is within the internal policy risk limits of not more than a 5.0% reduction in net interest income in the +100/-100 bps scenarios, of not more than a 7.5% reduction in net interest income in the +200/-200 bps scenarios and of not more than a 12.0% reduction in net interest income in the +300/-300 bps scenarios. The following table summarizes the percentage change in net interest income in the rising and declining rate scenarios over a 12-month period from the forecasted net interest income in the flat rate scenario using the December 31, 2025 balance sheet position: Interest Rate Sensitivity Analysis Change in interest rates (in bps) Percent change in net interest income +300 0.96 % +200 1.01 % +100 0.78 % -100 (0.73 )% -200 (0.94 )% -300 (1.08 )% The Company anticipates that the trajectory of net interest income will continue to depend significantly on the timing and path of short to mid-term interest rates which are heavily driven by inflationary pressures, employment stability and FOMC monetary policy. Post-pandemic, inflationary pressures resulted in a higher overall yield curve with federal funds increases of 425 bps in 2022 with an additional 100 bps of increases in 2023. However, the tightening cycle ended in September of 2024, when the FRB lowered the federal funds rate by 50 bps, followed by consecutive 25 bps reductions in November and December of 2024 for a total of 100 bps of federal funds rate reductions by the end of 2024. Additionally, three rate cuts of 25 bps occurred in September, October and December of 2025, signaling a continuation of the cutting cycle. While deposit rates increased meaningfully in 2023 and continued to increase in early 2024 in conjunction with elevated short-term interest rates, the federal funds rate reductions of 2024 and 2025, as well as expectations for continued reductions in 2026 have provided the catalyst for the Company to continue reducing deposit rates. The Company remains focused on managing deposit expense in this environment of still elevated but declining short-term interest rates in an effort to offset the roughly $3 billion of assets that will decline in conjunction with anticipated federal funds reductions. 49 Table of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors NBT Bancorp Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of NBT Bancorp Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 50 Table of Contents Allowance for credit losses – loans evaluated on a collective basis As discussed in Notes 1 and 6 to the consolidated financial statements, the Company’s allowance for credit losses on loans evaluated on a collective basis (the collective ACL on loans) was $138.0 million of a total allowance for credit losses of $138.0 million as of December 31, 2025. The collective ACL on loans includes the measure of expected credit losses on a collective (pooled) basis for class segments of loans that share similar risk characteristics. The Company uses a discounted cash flow methodology where the respective quantitative allowance for each segment is measured by comparing the amortized cost to the present value of expected principal, interest and recovery cash flows projected using an econometric, probability of default (PD) and loss given default (LGD) modeling methodology. The Company uses PD regression models to develop the PD, and LGD models to develop the LGD, using historical credit loss experience over the observation period for both the Company and segment-specific selected peers. The application of these models incorporates multiple weighted external economic forecasts for the economic variables over the reasonable and supportable forecast period. After the reasonable and supportable forecast period, the Company reverts to long-term average economic variables over a reversion period on a straight-line basis. Contractual cash flows over the contractual life of the loans are the basis for expected principal, interest and recovery cash flows, adjusted for modeled defaults, expected prepayments and curtailments, and discounted at the loan-level effective interest rate. After quantitative considerations, the Company applies additional qualitative adjustments, giving consideration to the effects of limitations inherent in the quantitative model, so that the collective ACL on loans is reflective of the estimate of lifetime losses that exist in the loan portfolio at the balance sheet date. We identified the assessment of the collective ACL on loans as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the collective ACL on loans due to significant measurement uncertainty. Specifically, the assessment encompassed the evaluation of the collective ACL on loans methodology, including the methods and models used to estimate (1) the PD and LGD and their significant assumptions including the external economic forecasts and economic variables, and the related weighting of the forecasts, the reasonable and supportable forecast periods, the composition of the peer group, and the observation period from which historical Company and peer experience was used, and (2) the qualitative adjustments and the significant assumptions, including the effects of limitations inherent in the quantitative model. The assessment also included an evaluation of the conceptual soundness and performance of the PD regression and LGD models. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ACL on loans estimate, including controls over the: • development of the collective ACL on loans methodology • continued use and appropriateness of the PD regression and LGD models • performance monitoring of the PD regression and LGD models • identification and determination of the significant assumptions used in the PD regression and LGD models • development of the qualitative methodology and related adjustments, including the significant assumptions used in the measurement of select qualitative adjustments • analysis of the collective ACL on loans results, trends, and ratios. We evaluated the Company’s process to develop the collective ACL on loans estimate by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors, and assumptions. In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in: • evaluating the Company’s collective ACL on loans methodology for compliance with U.S. generally accepted accounting principles • evaluating judgments made by the Company relative to the performance monitoring of the PD regression and LGD models, by comparing them to relevant Company-specific metrics and trends and the applicable industry and regulatory practices • assessing the conceptual soundness and performance testing of the PD regression and LGD models, by inspecting the model documentation to determine whether the models are suitable for their intended use • evaluating the selection of economic forecasts and economic variables, including weighting of the forecasts, and underlying assumptions by comparing to the Company’s business environment and relevant industry practices • evaluating the length of the observation period from which historical Company and peer experience was used and the reasonable and supportable forecast period by comparing them to specific portfolio risk characteristics and trends • assessing the composition of the peer group by comparing to Company and specific portfolio risk characteristics • evaluating the methodology used to develop the qualitative adjustments and the effect of those adjustments on the collective ACL on loans by comparing to relevant credit risk factors, the current economic environment and consistency with credit trends and identified limitations of the underlying quantitative models. 51 Table of Contents We also assessed the sufficiency of the audit evidence obtained related to the collective ACL on loans estimate by evaluating the: • cumulative results of the audit procedures • qualitative aspects of the Company’s accounting practices • potential bias in the accounting estimate. Fair value measurement of the acquired loans As discussed in Note 3 to the consolidated financial statements, the Company acquired Evans Bancorp, Inc. (Evans) on May 2, 2025. The transaction was accounted for as a business combination using the acquisition method of accounting. Accordingly, assets acquired, liabilities assumed, and consideration paid for Evans were recorded at their fair values at the acquisition date, including the fair value of acquired loans of $1.67 billion. The fair value of acquired loans was determined using a discounted cash flow methodology applied on a pooled basis based on certain key valuation assumptions including prepayment speeds, probability of default (PD), loss given default (LGD), and discount rate. We identified the assessment of the fair value measurement of the acquired loans as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment due to significant measurement uncertainty. Specifically, the assessment of the fair value measurement encompassed the evaluation of certain key valuation assumptions including prepayment speeds, PD, LGD, and discount rate. The following are the primary procedures we performed to address the critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value measurement process for acquired loans, including controls related to the determination of certain key valuation assumptions including prepayment speeds, PD, LGD, and discount rate. We involved valuation professionals with specialized skills and knowledge who assisted in developing an independent estimate of the fair value of the acquired loan portfolio, including developing independent assumptions utilizing market data for the prepayment speeds, PD, LGD, and discount rate and comparing the results to the Company’s fair value estimate. /s/ KPMG LLP We have served as the Company’s auditor since 1987. Albany, New York February 27, 2026 52 Table of Contents NBT Bancorp Inc. and Subsidiaries Consolidated Balance Sheets December 31, (In thousands except share and per share data) 2025 2024 Assets Cash and due from banks $ 185,158 $ 205,083 Short-term interest-bearing accounts 301,958 78,973 Equity securities, at fair value 48,760 42,372 Securities available for sale, at fair value 1,862,838 1,574,664 Securities held to maturity (fair value $ 702,577 and $ 749,945 , respectively) 762,756 842,921 Federal Reserve and Federal Home Loan Bank stock 44,575 33,957 Loans held for sale 1,108 9,744 Loans 11,598,114 9,969,910 Less allowance for loan losses 138,000 116,000 Net loans $ 11,460,114 $ 9,853,910 Premises and equipment, net 99,277 80,840 Goodwill 453,278 362,663 Intangible assets, net 57,656 36,360 Bank owned life insurance 317,733 272,657 Other assets 399,910 392,522 Total assets $ 15,995,121 $ 13,786,666 Liabilities Demand (noninterest bearing) $ 3,800,209 $ 3,446,068 Savings, interest-bearing checking and money market 8,206,539 6,658,188 Time 1,492,445 1,442,505 Total deposits $ 13,499,193 $ 11,546,761 Short-term borrowings 148,069 162,942 Long-term debt 43,176 29,644 Subordinated debt, net 24,509 121,201 Junior subordinated debt 111,668 101,196 Other liabilities 272,290 298,781 Total liabilities $ 14,098,905 $ 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 964,778 742,810 Retained earnings 1,196,850 1,100,209 Accumulated other comprehensive loss ( 82,596 ) ( 142,098 ) Common stock in treasury, at cost, 6,880,200 and 6,779,975 shares, respectively ( 183,407 ) ( 175,320 ) Total stockholders’ equity $ 1,896,216 $ 1,526,141 Total liabilities and stockholders’ equity $ 15,995,121 $ 13,786,666 See accompanying notes to consolidated financial statements. 53 Table of Contents NBT Bancorp Inc. and Subsidiaries Consolidated Statements of Income Years Ended December 31, (In thousands, except per share data) 2025 2024 2023 Interest, fee and dividend income Interest and fees on loans $ 632,311 $ 552,846 $ 462,669 Securities available for sale 47,015 31,274 29,812 Securities held to maturity 18,777 20,466 20,681 Other 12,889 7,084 9,627 Total interest, fee and dividend income $ 710,992 $ 611,670 $ 522,789 Interest expense Deposits $ 192,334 $ 186,948 $ 104,641 Short-term borrowings 3,643 8,669 25,608 Long-term debt 1,463 1,166 925 Subordinated debt 4,875 7,232 6,076 Junior subordinated debt 7,131 7,533 7,320 Total interest expense $ 209,446 $ 211,548 $ 144,570 Net interest income $ 501,546 $ 400,122 $ 378,219 Provision for loan losses 32,254 19,607 25,274 Net interest income after provision for loan losses $ 469,292 $ 380,515 $ 352,945 Noninterest income Service charges on deposit accounts $ 19,067 $ 17,087 $ 15,425 Card services income 23,988 22,331 20,829 Retirement plan administration fees 61,585 56,587 47,221 Wealth management 44,755 41,641 34,763 Insurance services 18,035 17,032 15,667 Bank owned life insurance income 12,393 8,325 6,750 Net securities gains (losses) 148 2,789 ( 9,315 ) Other 15,522 11,032 10,838 Total noninterest income $ 195,493 $ 176,824 $ 142,178 Noninterest expense Salaries and employee benefits $ 257,478 $ 232,487 $ 194,250 Technology and data services 44,025 39,139 38,163 Occupancy 36,385 31,309 28,408 Professional fees and outside services 21,740 19,132 17,601 Office supplies and postage 8,095 7,525 6,917 FDIC assessment 7,889 6,765 6,257 Marketing 4,013 3,386 3,054 Amortization of intangible assets 11,944 8,443 4,734 Loan collection and other real estate owned, net 2,648 2,505 2,618 Acquisition expenses 19,526 1,531 9,978 Other 31,598 25,659 29,684 Total noninterest expense $ 445,341 $ 377,881 $ 341,664 Income before income tax expense $ 219,444 $ 179,458 $ 153,459 Income tax expense 50,209 38,817 34,677 Net income $ 169,235 $ 140,641 $ 118,782 Earnings per share Basic $ 3.34 $ 2.98 $ 2.67 Diluted $ 3.33 $ 2.97 $ 2.65 See accompanying notes to consolidated financial statements. 54 Table of Contents NBT Bancorp Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) Years Ended December 31, (In thousands) 2025 2024 2023 Net income $ 169,235 $ 140,641 $ 118,782 Other comprehensive income (loss), net of tax: Securities available for sale: Unrealized net holding gains arising during the period, gross $ 68,815 $ 19,585 $ 22,987 Tax effect ( 17,204 ) ( 4,896 ) ( 5,746 ) Unrealized net holding gains arising during the period, net $ 51,611 $ 14,689 $ 17,241 Reclassification adjustment for net losses in net income, gross $ - $ - $ 9,450 Tax effect - - ( 2,363 ) Reclassification adjustment for net losses in net income, net $ - $ - $ 7,087 Amortization of unrealized net gains for the reclassification of available for sale securities to held to maturity, gross $ 277 $ 356 $ 427 Tax effect ( 69 ) ( 89 ) ( 107 ) Amortization of unrealized net gains for the reclassification of available for sale securities to held to maturity, net $ 208 $ 267 $ 320 Total securities available for sale, net $ 51,819 $ 14,956 $ 24,648 Pension and other benefits: Amortization of prior service cost and actuarial losses, gross $ 1,185 $ 2,881 $ 2,640 Tax effect ( 297 ) ( 720 ) ( 660 ) Amortization of prior service cost and actuarial losses, net $ 888 $ 2,161 $ 1,980 Decrease in unrecognized actuarial loss, gross $ 9,060 $ 2,292 $ 3,296 Tax effect ( 2,265 ) ( 573 ) ( 824 ) Decrease in unrecognized actuarial loss, net $ 6,795 $ 1,719 $ 2,472 Total pension and other benefits, net $ 7,683 $ 3,880 $ 4,452 Total other comprehensive income $ 59,502 $ 18,836 $ 29,100 Comprehensive income $ 228,737 $ 159,477 $ 147,882 See accompanying notes to consolidated financial statements. 55 Table of Contents NBT Bancorp Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Equity (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, 2022 $ 497 $ 577,853 $ 958,433 $ ( 190,034 ) $ ( 173,195 ) $ 1,173,554 Cumulative effect adjustment for ASU 2022-02 implementation as of January 1, 2023 - - 502 - - 502 Net income - - 118,782 - - 118,782 Cash dividends - $ 1.24 per share - - ( 55,886 ) - - ( 55,886 ) Issuance of 4,322,999 shares of common stock for acquisition 43 161,680 - - - 161,723 Purchase of 155,500 treasury shares - - - - ( 4,944 ) ( 4,944 ) Net issuance of 84,577 shares to employee and other stock plans - ( 3,692 ) - - 1,450 ( 2,242 ) Stock-based compensation - 5,102 - - - 5,102 Other comprehensive income - - - 29,100 - 29,100 Balance at December 31, 2023 $ 540 $ 740,943 $ 1,021,831 $ ( 160,934 ) $ ( 176,689 ) $ 1,425,691 Net income - - 140,641 - - 140,641 Cash dividends - $ 1.32 per share - - ( 62,263 ) - - ( 62,263 ) Purchase of 7,600 treasury shares - - - - ( 251 ) ( 251 ) Net issuance of 92,218 shares to employee and other stock plans - ( 4,125 ) - - 1,620 ( 2,505 ) Stock-based compensation - 5,992 - - - 5,992 Other comprehensive income - - - 18,836 - 18,836 Balance at December 31, 2024 $ 540 $ 742,810 $ 1,100,209 $ ( 142,098 ) $ ( 175,320 ) $ 1,526,141 Net income - - 169,235 - - 169,235 Cash dividends - $ 1.42 per share - - ( 72,594 ) - - ( 72,594 ) Issuance of 5,108,663 shares of common stock for acquisition 51 221,716 - - - 221,767 Purchase of 250,000 treasury shares - - - - ( 10,185 ) ( 10,185 ) Net issuance of 149,775 shares to employee and other stock plans - ( 5,029 ) - - 2,098 ( 2,931 ) Stock-based compensation - 5,281 - - - 5,281 Other comprehensive income - - - 59,502 - 59,502 Balance at December 31, 2025 $ 591 $ 964,778 $ 1,196,850 $ ( 82,596 ) $ ( 183,407 ) $ 1,896,216 See accompanying notes to consolidated financial statements. 56 Table of Contents NBT Bancorp Inc. and Subsidiaries Consolidated Statements of Cash Flows Years Ended December 31, (In thousands) 2025 2024 2023 Operating activities Net income $ 169,235 $ 140,641 $ 118,782 Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses 32,254 19,607 25,274 Depreciation and amortization of premises and equipment 12,999 11,525 10,695 Net amortization on securities 1,494 2,500 2,736 Amortization of intangible assets 11,944 8,443 4,734 Amortization of operating lease right-of-use assets 8,589 7,527 6,843 Excess tax benefit on stock-based compensation ( 674 ) ( 295 ) ( 296 ) Stock-based compensation expense 5,281 5,992 5,102 Bank owned life insurance income ( 12,393 ) ( 8,325 ) ( 6,750 ) Amortization of subordinated debt issuance costs 199 437 437 Proceeds from sale of loans held for sale 219,242 153,973 53,969 Originations of loans held for sale ( 211,089 ) ( 159,943 ) ( 55,960 ) Net gain on sale of loans held for sale ( 637 ) ( 202 ) ( 156 ) Net security (gains) losses ( 148 ) ( 2,789 ) 9,315 Net gains on sale of other real estate owned ( 64 ) ( 1 ) ( 69 ) Impairment of a minority interest equity investment - - 4,750 Net deferred income tax expense (benefit) 23,573 8,729 5,958 Net change in other assets and other liabilities ( 24,587 ) 748 ( 27,907 ) Net cash provided by operating activities $ 235,218 $ 188,567 $ 157,457 Investing activities Net cash provided by (used in) acquisitions $ 37,944 $ ( 1,383 ) $ 44,564 Securities available for sale : Proceeds from maturities, calls and principal paydowns 256,498 167,903 116,453 Proceeds from sales 254,468 2,284 124,577 Purchases ( 474,865 ) ( 292,941 ) - Securities held to maturity: Proceeds from maturities, calls and principal paydowns 174,206 144,301 100,954 Purchases ( 91,737 ) ( 83,282 ) ( 88,022 ) Equity securities: Proceeds from sales 491 - - Purchases - ( 18 ) ( 11 ) Other: Net decrease (increase) in loans 17,141 ( 337,661 ) ( 338,111 ) Proceeds from Federal Home Loan Bank stock redemption 30,492 74,675 91,535 Purchases of Federal Reserve Bank and Federal Home Loan Bank stock ( 31,029 ) ( 62,771 ) ( 90,945 ) Proceeds from settlement of bank owned life insurance 11,417 1,400 3,766 Purchases of premises and equipment, net ( 16,302 ) ( 11,742 ) ( 9,254 ) Proceeds from sales of other real estate owned 348 75 268 Net cash provided by (used in) investing activities $ 169,072 $ ( 399,160 ) $ ( 44,226 ) Financing activities Net increase in deposits $ 88,383 $ 577,767 $ 164,085 Net decrease in short-term borrowings ( 57,873 ) ( 223,709 ) ( 231,743 ) Redemption of subordinated debt ( 118,000 ) - - Proceeds from long-term debt - - 25,000 Repayments of long-term debt ( 26,664 ) ( 152 ) ( 118 ) Proceeds from the issuance of shares to employee and other stock plans 117 61 91 Cash paid by employer for tax-withholding on stock issuance ( 4,414 ) ( 1,993 ) ( 1,877 ) Purchase of treasury stock ( 10,185 ) ( 251 ) ( 4,944 ) Cash dividends ( 72,594 ) ( 62,263 ) ( 55,886 ) Net cash (used in) provided by financing activities $ ( 201,230 ) $ 289,460 $ ( 105,392 ) Net increase in cash and cash equivalents $ 203,060 $ 78,867 $ 7,839 Cash and cash equivalents at beginning of year 284,056 205,189 197,350 Cash and cash equivalents at end of year $ 487,116 $ 284,056 $ 205,189 57 Table of Contents NBT Bancorp Inc. and Subsidiaries Consolidated Statements of Cash Flows (continued) Years Ended December 31, 2025 2024 2023 Supplemental disclosure of cash flow information: Cash paid during the year for: Interest expense $ 215,590 $ 215,154 $ 130,180 Income taxes paid, net of refund 24,570 23,317 27,636 Noncash investing activities: Loans transferred to other real estate owned $ 504 $ 256 $ 94 Acquisitions: Fair value of assets acquired, excluding acquired cash and goodwill $ 2,088,233 $ 4,360 $ 1,415,712 Fair value of liabilities assumed 1,997,253 - 1,380,386 Common stock issued 221,767 - 161,723 See accompanying notes to consolidated financial statements. 58 Table of Contents NBT Bancorp Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2025 and 2024 1. Summary of Significant Accounting Policies The accounting and reporting policies of NBT Bancorp Inc. and its subsidiaries, NBT Bank, National Association (“NBT Bank” or the “Bank”), NBT Financial Services, Inc. and NBT Holdings, Inc., conform, in all material respects, with U.S. generally accepted accounting principles (“GAAP”) and to general practices within the banking industry. Collectively, NBT Bancorp Inc. and its subsidiaries are referred to herein as (the “Company”). 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. The following is a description of significant policies and practices: Consolidation The accompanying consolidated financial statements include the accounts of NBT Bancorp Inc. and its wholly-owned subsidiaries mentioned above. All material intercompany transactions have been eliminated in consolidation. Amounts previously reported in the consolidated financial statements are reclassified whenever necessary to conform to the current year’s presentation. In the “Parent Company Financial Information,” the investment in subsidiaries is recorded using the equity method of accounting. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity under GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. The Company consolidates voting interest entities in which it has all, or at least a majority of, the voting interest. As defined in applicable accounting standards, variable interest entities (“VIEs”) are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when the Company has both the power and ability to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company’s wholly-owned subsidiaries 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 are VIEs for which the Company is not the primary beneficiary. Accordingly, the accounts of these entities are not included in the Company’s consolidated financial statements. Segment Reporting The Company’s operations are primarily in the community banking industry and include the provision of traditional banking services. The Company also provides other services through its subsidiaries such as insurance, retirement plan administration and wealth management. The Company operates in the geographical regions of upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut. The Company manages its operations under the segments of Banking, including Wealth Management, Retirement Plan Administration and Insurance. Prior to the fourth quarter of 2024, the Company disclosed a single reportable segment, as revenue from individual segments were below the disclosure threshold relative to consolidated revenue, total assets and operating profit or loss. Each year the Company evaluates its business activities, financial results and operational data to determine whether segment disclosure is required. In accordance with Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , management assesses 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 Company has determined that it operates through two reportable segments: Banking and Retirement Plan Administration, as they meet both the quantitative threshold and qualitative criteria for disclosure. Wealth Management is combined with our Banking segment in accordance with the similarity test outlined in ASC 280. Insurance does not meet materiality requirements for disclosure and is included in the “All Other” category. Cash Equivalents The Company considers amounts due from correspondent banks, cash items in process of collection and institutional money market mutual funds to be cash equivalents for purposes of the consolidated statements of cash flows. 59 Table of Contents Securities The Company classifies its securities at date of purchase as either held to maturity (“HTM”), available for sale (“AFS”) or equity. HTM debt securities are those that the Company has the ability and intent to hold until maturity. AFS debt securities are securities that are not classified as HTM. AFS securities are recorded at fair value. Unrealized holding gains and losses, net of the related tax effect, on AFS securities are excluded from earnings and are reported in the consolidated statements of changes in stockholders’ equity and the consolidated statements of comprehensive income (loss) as a component of accumulated other comprehensive income (loss) (“AOCI”). HTM securities are recorded at amortized cost. Transfers of securities between categories are recorded at fair value at the date of transfer. Non-marketable equity securities and equity securities without readily determinable fair values are carried at cost. The Company performs a qualitative assessment on equity securities to determine whether the investments are impaired and downward or upward adjustments are recognized through the income statement. All other equity securities are recorded at fair value, with net unrealized gains and losses recognized in income. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the interest method. Dividend and interest income are recognized when earned. Realized gains and losses on securities sold are derived using the specific identification method for determining the cost of securities sold. Investments in Federal Reserve Board (“FRB”) and Federal Home Loan Bank (“FHLB”) stock are required for membership in those organizations and are carried at cost since there is no market value available. The FHLB New York continues to pay dividends and repurchase stock. As such, the Company has not recognized any impairment on its holdings of FRB and FHLB stock. Allowance for Credit Losses – HTM Debt Securities With respect to its HTM debt securities, the Company is required to utilize the Financial Accounting Standards Board (“FASB”) ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments methodology to estimate expected credit losses. Management measures expected credit losses on HTM debt securities on a collective basis by major security types that share similar risk characteristics, such as (as applicable): internal or external (third-party) credit score or credit ratings, risk ratings or classification, financial asset type, collateral type, size, effective interest rate, term, geographical location, industry of the borrower, vintage, historical or expected credit loss patterns, and reasonable and supportable forecast periods. Management classifies the HTM portfolio into the following major security types: U.S. government agency or U.S. government-sponsored mortgage-backed and collateralized mortgage obligations securities, and state and municipal debt securities. The HTM mortgage-backed and collateralized mortgage obligations securities are issued by U.S. government agencies or U.S. government-sponsored enterprises. These securities are either explicitly and/or implicitly guaranteed by the U.S. government as to timely repayment of principal and interest, are highly rated by major rating agencies, and have a long history of zero credit losses. Therefore, the Company did not record an allowance for credit loss for these securities. State and municipal bonds generally carry a Moody’s rating of A to AAA. In addition, the Company has a limited amount of New York state local municipal bonds that are not rated. The estimate of expected credit losses on the HTM portfolio is based on the expected cash flows of each individual bond over its contractual life and considers historical credit loss information, current conditions and reasonable and supportable forecasts. Given the rarity of municipal defaults and losses, the Company utilized Moody’s Municipal Loss Forecast Model as the sole source of municipal default and loss rates which provides decades of data across all municipal sectors and geographies. As with the loan portfolio, cash flows are forecast over a 6-quarter period under various weighted economic conditions, with a reversion to long-term average economic conditions over a 4-quarter period on a straight-line basis. Management may exercise discretion to make adjustments based on environmental factors. The Company determined that the expected credit loss on its HTM municipal bond portfolio was deemed immaterial, therefore no allowance for credit losses was recorded. Allowance for Credit Losses – AFS Debt Securities The impairment model for AFS debt securities differs from the current expected credit losses (“CECL”) methodology utilized for HTM debt securities because AFS debt securities are measured at fair value rather than amortized cost. For AFS debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of their amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For AFS debt securities that do not meet the aforementioned criteria, in making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, adverse conditions specifically related to the security, failure of the issuer of the debt security to make scheduled interest or principal payments, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. The cash flows should be estimated using information relevant to the collectability of the security, including information about past events, current conditions and reasonable and supportable forecasts. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Loan Held for Sale and Loan Servicing Loans held for sale are recorded at the lower of cost or fair value on an individual basis. Loan sales are recorded when the sales are funded. Gains and losses on sales of loans held for sale are included in other noninterest income in the consolidated statements of income. Mortgage loans held for sale are generally sold with servicing rights retained. Mortgage servicing rights are recorded at fair value upon sale of the loan, and are amortized in proportion to and over the period of estimated net servicing income. 60 Table of Contents Loans Loans are recorded at their current unpaid principal balance, net of unearned income and unamortized loan fees and expenses, which are amortized under the effective interest method over the estimated lives of the loans. Interest income on loans is accrued based on the principal amount outstanding. For all loan classes within the Company’s loan portfolio, loans are placed on nonaccrual status when timely collection of principal and/or interest in accordance with contractual terms is in doubt. Loans are transferred to nonaccrual status generally when principal or interest payments become over ninety days delinquent, unless the loan is well secured and in the process of collection, or sooner when management concludes circumstances indicate that borrowers may be unable to meet contractual principal or interest payments. When a loan is transferred to a nonaccrual status, all interest previously accrued in the current period but not collected is reversed against interest income in that period. Interest accrued in a prior period and not collected is charged-off against the allowance for credit losses. If ultimate repayment of a nonaccrual loan is expected, any payments received are applied in accordance with contractual terms. If ultimate repayment of principal is not expected, any payment received on a nonaccrual loan is applied to principal until ultimate repayment becomes expected. For all loan classes within the Company’s loan portfolio, nonaccrual loans are returned to accrual status when they become current as to principal and interest and demonstrate a period of performance under the contractual terms and, in the opinion of management, are fully collectible as to principal and interest. For loans in all portfolios, the principal amount is charged off in full or in part as soon as management determines, based on available facts, that the collection of principal in full or in part is improbable. For Commercial loans, management considers specific facts and circumstances relative to individual credits in making such a determination. For Consumer and Residential loan classes, management uses specific guidance and thresholds from the Federal Financial Institutions Examination Council’s Uniform Retail Credit Classification and Account Management Policy. Beginning in 2023, with the Company’s adoption of ASU 2022-02, Financial Instruments - CECL Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ( “ ASU 2022-02 ” ) , the recognition of a troubled debt restructuring (“TDR”) was eliminated and instead the Company evaluates borrowers who are experiencing financial difficulty or loan modifications to borrowers experiencing financial difficulties. When a borrower is experiencing financial difficulties and the Company modifies a loan, 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. Modifications to borrowers experiencing financial difficulty may be different from those previously disclosed in TDR disclosures since the Company is no longer required to determine if a concession has been granted, which was a requirement to determine whether a loan modification was considered to be a TDR. Historically, a TDR would 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 temporary reduction in the interest rate; or a change in scheduled payment amount. TDR loans were nonaccrual loans; however, they could be returned to accrual status after a period of performance, generally evidenced by six months of compliance with their modified terms. Allowance for Credit Losses - Loans The CECL methodology requires an estimate of the credit losses expected over the life of a loan (or pool of loans). The allowance for credit losses is a valuation account that is deducted from, or added to, the loans’ amortized cost basis to present the net, lifetime amount expected to be collected on the loans. Loan losses are charged off against the allowance when management believes a loan balance is confirmed to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Management estimates the allowance balance for credit losses using relevant information, from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. The Company then considers whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience is used. Adjustments to historical loss information is made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level or term as well as changes in environmental conditions, such as changes in unemployment rates, production metrics, property values, or other relevant factors. Company historical loss experience is supplemented with peer information when there is insufficient loss data for the Company. Peer selection is based on a review of institutions with comparable loss experience as well as loan yield, bank size, portfolio concentration and geography. Finally, the Company considers forecasts about future economic conditions that are reasonable and supportable. Significant management judgment is required at various points in the measurement process. Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Upon adoption of CECL, management revised the manner in which loans were pooled for similar risk characteristics. Management developed segments for estimating loss based on type of borrower and collateral which is generally based upon federal call report segmentation and have been combined or subsegmented as needed to ensure loans of similar risk profiles are appropriately pooled. 61 Table of Contents The following table illustrates the portfolio and class segments for the Company’s loan portfolio: Portfolio Segment Class Commercial Loans Commercial & Industrial Commercial Real Estate Consumer Loans Auto Residential Solar Other Consumer Residential Loans Commercial Loans The Company offers a variety of commercial loan products. The Company’s underwriting analysis for commercial loans typically includes credit verification, independent appraisals, a review of the borrower’s financial condition and a detailed analysis of the borrower’s underlying cash flows. Commercial and Industrial (“C&I”) – The Company offers a variety of loan options to meet the specific needs of our C&I customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs and are typically collateralized by business assets such as equipment, accounts receivable and perishable agricultural products, which are exposed to industry price volatility. To reduce these risks, management also attempts to obtain personal guarantees of the owners or to obtain government loan guarantees to provide further support. Commercial Real Estate (“CRE”) – The Company offers CRE loans to finance real estate purchases, refinancing’s, expansions and improvements to commercial and agricultural properties. CRE loans are loans that are secured by liens on real estate, which may include both owner-occupied and nonowner-occupied properties, such as apartments, commercial structures, health care facilities and other facilities. The Company’s underwriting analysis includes credit verification, independent appraisals, a review of the borrower’s financial condition and a detailed analysis of the borrower’s underlying cash flows. These loans are typically originated in amounts of no more than 80 % of the appraised value of the property. Government loan guarantees may be obtained to provide further support for agricultural property. Consumer Loans The Company offers a variety of Consumer loan products including Auto, Residential Solar and Other Consumer loans. Auto – The Company provides both direct and indirect financing of automobiles (“Auto”). The Company maintains relationships with a wide network of dealers throughout the areas we serve across the northeastern United States. Through these relationships, the Company primarily finances the purchases of automobiles indirectly through dealer relationships. Auto loans are secured with collateral consisting of a perfected lien on the vehicle being purchased. Most of these loans carry a fixed rate of interest with principal repayment terms typically ranging from three to seven years , based upon the nature of the collateral and the size of the loan. Residential Solar – The Company previously offered loans across a national footprint originated through our relationships with national technology-driven consumer lending companies to finance the purchase and installation of residential solar energy. Advances of credit through this business line are subject to the Company’s underwriting standards including criteria such as FICO score and debt to income thresholds. In 2017, the Company partnered with Sungage Financial, LLC. to offer financing to consumers for solar ownership with the program tailored for delivery through solar installers. Advances of credit through this business line are to prime borrowers and are subject to the Company’s underwriting standards. Residential solar loans carry a fixed rate of interest with principal repayment terms typically ranging from five to twenty-five years . Typically, the Company collects origination fees that are deferred and recognized into interest income over the estimated life of the loan. Other Consumer – The Other Consumer loan segment consists primarily of unsecured consumer loans and direct consumer loans. The Company offers a variety of direct consumer installment loans to finance various personal expenditures. In addition to installment loans, the Company also offers personal lines of credit, overdraft protection, debt consolidation, education and other uses. Direct consumer installment loans carry a fixed rate of interest with principal repayment terms typically ranging from one to fifteen years , based upon the nature of the collateral and the size of the loan. Consumer installment loans are often secured with collateral consisting of a perfected lien on the asset being purchased or a perfected lien on a consumer’s deposit account. Risk is reduced through underwriting criteria, which include credit verification, appraisals, a review of the borrower’s financial condition and personal cash flows. A security interest, with title insurance when necessary, is taken in the underlying real estate. The Company previously offered unsecured consumer loans across a national footprint originated through our relationships with national technology-driven consumer lending companies to finance such things as dental and medical procedures, K-12 tuition and other consumer purpose loans. Advances of credit through this business line were subject to the Company’s underwriting standards including criteria such as FICO score and debt to income thresholds. Advances of credit through this business line were to prime borrowers and are subject to the Company’s underwriting standards. Typically, the Company collects origination fees that are deferred and recognized into interest income over the estimated life of the loan. 62 Table of Contents Residential Residential loans consist primarily of loans secured by a first or second mortgage on primary residences, home equity loans and lines of credit in first and second lien positions and residential construction loans. We originate adjustable-rate and fixed rate, one-to-four-family residential loans for the construction or purchase of a residential property or the refinancing of a mortgage. These loans are collateralized by properties located in the Company’s market area. Loans on one-to-four-family residential are generally originated in amounts of no more than 85 % of the purchase price or appraised value (whichever is lower) or have private mortgage insurance. Mortgage title insurance and hazard insurance are normally required. Construction loans have a unique risk because they are secured by an incomplete dwelling. This risk is reduced through periodic site inspections, including one at each loan draw period. For home equity loans, consumers are able to borrow up to 85 % of the equity in their homes and are generally tied to Prime with a ten-year draw followed by a fifteen-year amortization. These loans carry a higher risk than first mortgage residential loans as they are often in a second position with respect to collateral. Historical credit loss experience over the observation period for both the Company and segment-specific peers provides the basis for the estimation of expected credit losses, where observed credit losses are converted using models to probability of default (“PD”) rate curves through the use of segment-specific loss given default (“LGD”) risk factors that convert default rates to loss severity based on industry-level, observed relationships between the two variables for each asset class, primarily due to the nature of the underlying collateral. These risk factors were assessed for reasonableness against the Company’s own loss experience and adjusted in certain cases when the relationship between the Company’s historical default and loss severity deviated from that of the wider industry. The historical PD curves, together with corresponding economic conditions, establish a quantitative relationship between economic conditions and loan performance through an economic cycle. Using the historical relationship between economic conditions and loan performance, management’s expectation of future loan performance is incorporated using externally developed economic forecasts which are probabilistically weighted to reflect potential forecast inaccuracy and model limitations. These forecasts are applied over a period that management has determined to be reasonable and supportable. Beyond the period over which management can develop or source a reasonable and supportable forecast, the model will revert to long-term average economic conditions using a straight-line, time-based methodology. The allowance for credit losses is measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is applied on a quarterly basis, when similar risk characteristics exist. The respective quantitative allowance for each segment is measured using an econometric, PD/LGD modeling methodology in which distinct, segment-specific multi-variate regression models are applied to multiple, probabilistically weighted external economic forecasts of economic variables. Under the discounted cash flows methodology, expected credit losses are estimated over the effective life of the loans by measuring the difference between the net present value of modeled cash flows and amortized cost basis. Contractual cash flows over the contractual life of the loans are the basis for modeled cash flows, adjusted for modeled defaults, expected prepayments and curtailments and discounted at the loan-level stated interest rate. The contractual term excludes expected extensions, renewals, and modifications unless the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company. After quantitative considerations, management applies additional qualitative adjustments so that the allowance for credit losses is reflective of the estimate of lifetime losses that exist in the loan portfolio at the balance sheet date. Qualitative considerations include limitations inherent in the quantitative model; trends experienced in nonperforming and delinquent loans; changes in value of underlying collateral; changes in lending policies and procedures; nature and composition of loans; portfolio concentrations that may affect loss experience across one or more components of the portfolio; the experience, ability and depth of lending management and staff; the Company’s credit review system; and the effect of external factors; such as competition, legal and regulatory requirements. The threshold for evaluating commercial loans risk graded substandard or doubtful, and nonperforming loans specifically evaluated for individual credit loss is $ 1.0 million. When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. If the loan is not collateral dependent, the allowance for credit losses related to individually assessed loans is based on discounted expected cash flows using the loan’s initial effective interest rate. Generally, individually assessed loans are collateral dependent. 63 Table of Contents Allowance for Credit Losses on Off-Balance Sheet Credit Exposures The Company estimates expected credit losses over the contractual period in which the Company has exposure to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as an expense in other noninterest expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over their estimated lives. Estimating credit losses on unfunded commitments requires the Bank to consider the following categories of off-balance sheet credit exposure: unfunded commitments to extend credit, unfunded lines of credit and standby letters of credit. Each of these unfunded commitments is then analyzed for a probability of funding to calculate a probable funding amount. The life of loan loss factor by related portfolio segment from the loan allowance for credit loss calculation is then applied to the probable funding amount to calculate a reserve on unfunded commitments. Accrued Interest Receivable Accrued interest receivable (“AIR”) balances are included in other assets on the consolidated balance sheets. The Company has excluded interest receivable that is included in amortized cost of financing receivables from related disclosure requirements and AIR is written off by reversing interest income. For loans, write off typically occurs upon becoming over 90 to 120 days past due and therefore the amount of such write offs are immaterial. Historically, the Company has not experienced uncollectible AIR on investment securities. Premises and Equipment Premises and equipment are stated at cost, less accumulated depreciation. Depreciation of premises and equipment is determined using the straight-line method over the estimated useful lives of the respective assets. Expenditures for maintenance, repairs and minor replacements are charged to expense as incurred. Leases The Company determines if a lease is present at the inception of an agreement. Right-of-use (“ROU”) assets and lease liabilities are recognized at lease commencement based on the present value of the remaining lease payments using a discount rate that represents the Company’s incremental borrowing rate at the lease commencement date. ROU assets and operating lease liabilities, are included in other assets and other liabilities, respectively, on the consolidated balance sheets . Leases with original terms of 12 months or less are recognized in profit or loss on a straight-line basis over the lease term. Operating lease ROU assets represent the Company’s right to use an underlying asset during the lease term and operating lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets are further adjusted for lease incentives. Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term, and is recorded in occupancy expense in the consolidated statements of income . The Company has lease agreements with lease and non-lease components, which are generally accounted for separately. For real estate leases, non-lease components and other non-components, such as common area maintenance charges, real estate taxes and insurance are not included in the measurement of the lease liability since they are generally able to be segregated. Our leases relate primarily to office space and bank branches, and some contain options to renew the lease. These options to renew are generally not considered reasonably certain to exercise, and are therefore not included in the lease term until such time that the option to renew is reasonably certain. Other Real Estate Owned Other real estate owned (“OREO”) consists of properties acquired through foreclosure or by acceptance of a deed in lieu of foreclosure. These assets are recorded at the lower of fair value of the asset acquired less estimated costs to sell or “cost” (defined as the fair value at initial foreclosure). At the time of foreclosure, or when foreclosure occurs in-substance, any excess loan balance over fair market value of the acquired asset, less estimated selling costs, is charged to the allowance for loan losses. Any subsequent valuation write-downs are recorded as other expense. In connection with the determination of the allowance for loan losses and the valuation of OREO, management obtains appraisals for properties. Operating costs associated with the properties are expensed as incurred. Gains on the sale of OREO are recognized as income when title has passed and the sale has met the minimum down payment requirements prescribed by GAAP. The balance of OREO is recorded in other assets on the consolidated balance sheets. 64 Table of Contents Goodwill and Other Intangible Assets Goodwill represents the cost of acquired business in excess of the fair value of the related net assets acquired. Goodwill is not amortized but tested at the reporting unit level for impairment on an annual basis and on an interim basis or when events or circumstances dictate. The Company has elected June 30 as the annual impairment testing date for the insurance and retirement services reporting units and December 31 for the Bank reporting unit. The Company has the option to first assess qualitative factors, by performing a qualitative analysis, to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, the impairment test is not required. If the Company concludes otherwise, the Company is required to perform a quantitative impairment test. In the quantitative impairment test, the estimated fair value of a reporting unit is compared to the carrying amount in order to determine if impairment is indicated. If the estimated fair value exceeds the carrying amount, the reporting unit is not deemed to be impaired. If the estimated fair value is below the carrying value of the reporting unit, the difference is the amount of impairment. Intangible assets that have indefinite useful lives are not amortized, but are tested at least annually for impairment. Intangible assets that have finite useful lives are amortized over their useful lives. Core deposit intangibles and trust intangibles at the Company are amortized using the sum-of-the-years’-digits method. Covenants not to compete are amortized on a straight-line basis. Customer lists are amortized using an accelerated method. When facts and circumstances indicate potential impairment of amortizable intangible assets, the Company evaluates the recoverability of the asset carrying value, using estimates of undiscounted future cash flows over the remaining asset life. Any impairment loss is measured by the excess of carrying value over fair value. Determining the fair value of a reporting unit under the goodwill impairment tests and determining the fair value of other intangible assets are judgmental and often involve the use of significant estimates and assumptions. Estimates of fair value are primarily determined using the discounted cash flows method, which uses significant estimates and assumptions including projected future cash flows, discount rates reflecting the market rate of return and projected growth rates. Future events may impact such estimates and assumptions and could cause the Company to conclude that our goodwill or intangible assets have become impaired, which would result in recording an impairment loss. Bank Owned Life Insurance The Bank has purchased life insurance policies on certain employees, key executives and directors. Bank owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. Treasury Stock Treasury stock acquisitions are recorded at cost. Subsequent sales of treasury stock are recorded on an average cost basis. Gains on the sale of treasury stock are credited to additional paid-in-capital. Losses on the sale of treasury stock are charged to additional paid-in-capital to the extent of previous gains, otherwise charged to retained earnings. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. The realization of deferred tax assets is primarily dependent upon the generation of adequate future taxable income. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in income tax expense. Tax positions are recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50 percent likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Pension Costs The Company has a qualified, noncontributory, defined benefit pension plan covering substantially all of its employees, as well as supplemental employee retirement plans to certain current and former executives and a defined benefit postretirement healthcare plan that covers certain employees. Costs associated with these plans, based on actuarial computations of current and future benefits for employees, are charged to current operating expenses. 65 Table of Contents Stock-Based Compensation The Company maintains various long-term incentive stock benefit plans under which restricted stock units are granted to certain directors and key employees. Compensation expense is recognized in the consolidated statements of income over the requisite service period, based on the grant-date fair value of the award. For restricted stock units, compensation expense is recognized ratably over the vesting period for the fair value of the award, measured at the grant date. 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). Comprehensive Income (Loss) At the Company, comprehensive income (loss) represents net income plus OCI, which consists primarily of the net change in unrealized gains (losses) on AFS debt securities for the period, changes in the funded status of employee benefit plans and unrealized gains (losses) on derivatives designated as hedging instruments. AOCI represents the net unrealized gains (losses) on AFS debt securities, the previously unrecognized portion of the funded status of employee benefit plans and the fair value of instruments designated as hedging instruments, net of income taxes, as of the consolidated balance sheet dates. Derivative Instruments and Hedging Activities The Company records all derivatives on the consolidated balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. When the Company purchases or sells a portion of a commercial loan that has an existing interest rate swap, it may enter into a risk participation agreement to 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 . Any fee paid to the Company under a risk participation agreement is in consideration of the credit risk of the counterparties and is recognized in the income statement. Credit risk on the risk participation agreements is determined after considering the risk rating, PD and LGD of the counterparties. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. For derivatives designated as fair value hedges, changes in the fair value of the derivative and the hedged item related to the hedged risk are recognized in earnings. Business Combinations Business combinations are accounted for under the acquisition method of accounting. Acquired assets, including separately identifiable intangible assets, and assumed liabilities are recorded at their acquisition date estimated fair values. The excess of the cost of acquisition over these fair values is recognized as goodwill. During the measurement period, which cannot exceed one year from the acquisition date, changes to estimated fair values are recognized as an adjustment to goodwill. Certain transaction costs are expensed as incurred. See Note 3 for additional information. 66 Table of Contents Fair Value Measurements GAAP 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 flows. Other Financial Instruments 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 policy is to record such instruments when funded. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third-party. 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. Under the standby letters of credit, the Company is required to make payments to the beneficiary of the letters of credit upon request by the beneficiary contingent upon the customer’s failure to perform under the terms of the underlying contract with the beneficiary. Standby letters of credit typically have one year expirations with an option to renew upon annual review. The Company typically receives a fee for these transactions. The fair value of standby letters of credit is recorded upon inception. Repurchase Agreements Repurchase agreements are accounted for as secured financing transactions since the Company maintains effective control over the transferred securities and the transfer meets the other criteria for such accounting. Obligations to repurchase securities sold are reflected as a liability in the consolidated balance sheets. The securities underlying the agreements are delivered to a custodial account for the benefit of the counterparties with whom each transaction is executed. The counterparties, who may sell, loan or otherwise dispose of such securities to other parties in the normal course of their operations, agree to resell to the Company the same securities at the maturities of the agreements. 67 Table of Contents Revenue from Contracts with Customers The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Accounting Standards Codification (“ASC”) Topic 606) (“ASC 606”), and all subsequent ASUs that modified ASC 606. ASC 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities and certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives and certain credit card fees are also not in scope. ASC 606 is applicable to noninterest revenue streams such as retirement plan administration fees, trust and asset management income, deposit related fees and annuity and insurance commissions. Noninterest revenue streams in-scope of ASC 606 are discussed below. Service Charges on Deposit Accounts Service charges on deposit accounts consist of overdraft fees, monthly service fees, check orders and other deposit account related fees. Overdraft, monthly service, check orders and other deposit account related fees are transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts. Card Services Income ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Debit card income is primarily comprised of interchange fees earned whenever the Company’s debit cards are processed through card payment networks. The Company’s performance obligations for these revenue streams are satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. Retirement Plan Administration Fees Retirement plan administration fees are primarily generated for services related to the recordkeeping, administration and plan design solutions of defined benefit, defined contribution and revenue sharing plans. Revenue is recognized in arrears for services already provided in accordance with fees established in contracts with customers or based on rates agreed to with investment trade platforms based on ending investment balances held. The Company’s performance obligation is satisfied, and related revenue recognized based on services completed or ending investment balances, for which receivables are recorded at the time of revenue recognition. Wealth Management Wealth Management revenue primarily is comprised of trust and other financial services revenue. Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts, pensions and other customer assets. The Company’s performance obligation is generally satisfied with the resulting fees recognized monthly, based upon services completed or the month-end market value of the assets under management and the applicable fee rate. Payment is generally received shortly after services are rendered or a few days after month end through a direct charge to customers’ accounts. The Company does not earn performance-based incentives. Financial services revenue primarily consists of commissions received on brokered investment product sales. For other financial services revenue, the Company’s performance obligation is generally satisfied upon the issuance of the annuity policy. Shortly after the policy is issued, the carrier remits the commission payment to the Company, and the Company recognizes the revenue. The Company does not earn a significant amount of trailing commission fees on brokered investment product sales. The majority of the trailing commission fees are calculated based on a percentage of market value of a period end and revenue is recognized when an investment product’s market value can be determined. Insurance Revenue Insurance and other financial services revenue primarily consists of commissions received on insurance. The Company acts as an intermediary between the Company’s customer and the insurance carrier. The Company’s performance obligation related to insurance sales for both property and casualty insurance and employee benefit plans is generally satisfied upon the later of the issuance or effective date of the policy. The Company earns performance based incentives, commonly known as contingent payments, which usually are based on certain criteria established by the insurance carrier such as premium volume, growth and insured loss ratios. Contingent payments are accrued for based upon management’s expectations for the year. Commission expense associated with sales of insurance products is expensed as incurred. The Company does not earn a significant amount of trailing commission fees on insurance product sales. The majority of the trailing commission fees are calculated based on a percentage of market value of a period end and revenue is recognized when an investment product’s market value can be determined. 68 Table of Contents Other Other noninterest income consists of other recurring revenue streams such as account and loan fees, interest rate swap fees, safe deposit box rental fees and other miscellaneous revenue streams. These revenue streams are primarily transactional based and payment is received immediately or in the following month, and therefore, the Company’s performance obligation is satisfied, and the related revenue is recognized, at a point in time. The following table presents noninterest income, segregated by revenue streams in-scope and out-of-scope of ASC 606: Years Ended December 31, (In thousands) 2025 2024 2023 Noninterest income In-Scope of ASC 606: Service charges on deposit accounts $ 19,067 $ 17,087 $ 15,425 Card services income 23,988 22,331 20,829 Retirement plan administration fees 61,585 56,587 47,221 Wealth management 44,755 41,641 34,763 Insurance services 18,035 17,032 15,667 Other 15,522 11,032 10,838 Total noninterest income in-scope of ASC 606 $ 182,952 $ 165,710 $ 144,743 Total noninterest income out-of-scope of ASC 606 $ 12,541 $ 11,114 $ ( 2,565 ) Total noninterest income $ 195,493 $ 176,824 $ 142,178 Contract Balances A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration or before payment is due, which would result in contract receivables or assets, respectively. A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment or for which payment is due from the customer. The Company’s noninterest revenue streams are largely based on transactional activity, or standard month-end revenue accruals such as asset management fees based on month-end market values. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with customers, and therefore, does not experience significant contract balances. Contract Acquisition Costs ASC 606 requires the capitalization, and subsequently amortization into expense, of certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. The Company elected the practical expedient, which allows immediate expensing of contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less, and did not capitalize any contract acquisition costs as of or during the year ended December 31, 2025, 2024 and 2023. Trust Operations Assets held by the Company in a fiduciary or agency capacity for its customers are not included in the accompanying consolidated balance sheets, since such assets are not assets of the Company. Subsequent Events The Company has evaluated subsequent events for potential recognition and/or disclosure and none were identified. 69 Table of Contents 2. Recent Accounting Pronouncements Recently Adopted Accounting Standards In December 2023, the FASB issued 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. The Company adopted ASU 2023-09 on December 31, 2025 and applied the new disclosure requirements. See Note 11 for additional information. Accounting Standards Issued Not Yet Adopted 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 of 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. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. Aside from complying with the new disclosure requirements, the adoption is not expected to have a material impact on the consolidated financial statements. 3. Acquisitions Current and Prior Period Acquisitions On May 2, 2025, the Company completed the acquisition of Evans Bancorp, Inc. (“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, National Association (“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 $ 131.2 million of identifiable net assets. Goodwill of $ 90.6 million was recognized as a result of the merger and is not amortizable or deductible for tax purposes. During the fourth quarter of 2025, the Company revised the accrued income taxes and deferred taxes associated with the Evans acquisition, which resulted in a $ 0.8 million decrease in goodwill. 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. On August 11, 2023, the Company completed the acquisition of Salisbury Bancorp, Inc. (“Salisbury”) through the merger of Salisbury with and into the Company, with the Company surviving the merger, for $ 161.7 million in stock. Salisbury Bank and Trust Company, Salisbury’s subsidiary, was a Connecticut-chartered commercial bank headquartered in Lakeville, Connecticut, operating 13 banking offices. The acquisition enhances the Company’s presence in Massachusetts’ Berkshire county, and extends its footprint into New York’s Dutchess, Orange and Ulster counties and Connecticut’s Litchfield county. In connection with the acquisition, the Company issued 4.32 million shares of common stock and acquired approximately $ 1.46 billion of identifiable assets. Goodwill of $ 79.7 million was recognized as a result of the merger and is not amortizable or deductible for tax purposes. During the fourth quarter of 2023, the Company revised the estimated fair value of premises and equipment, net and related deferred income taxes based upon receipt of land and building appraisals, which resulted in a $ 1.7 million increase in goodwill. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since that date. As a result of the full integration of the operations of Salisbury, it is not practicable to determine all revenue or net income included in the Company’s operating results relating to Salisbury since the date of acquisition as Salisbury results cannot be separately identified. The acquisitions of Evans and Salisbury are being accounted for as business combinations in accordance with 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 were subject to adjustment based on updated information not available at the time of the acquisition and all amounts have now been finalized. 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 and Salisbury. 70 Table of Contents The following table summarizes the estimated fair value of the assets acquired and liabilities assumed: May 2, 2025 August 11, 2023 (In thousands) Evans Bancorp, Inc. Salisbury Bancorp, Inc. Consideration: Cash paid to shareholders (fractional shares) $ 25 $ 15 Common stock issuance 221,767 161,723 Total net consideration $ 221,792 $ 161,738 Recognized amounts of identifiable assets acquired and (liabilities) assumed: Cash and cash equivalents $ 40,197 $ 48,665 Securities available for sale 255,487 122,667 Securities held to maturity 3,494 - Loans, net of allowance for credit losses on purchased credit deteriorated loans 1,665,712 1,174,237 Premises and equipment, net 15,069 13,026 Core deposit intangibles 33,240 31,188 Wealth management customer intangible - 4,654 Bank owned life insurance 44,100 30,315 Other assets 71,131 37,631 Total identifiable assets acquired $ 2,128,430 $ 1,462,383 Deposits $ ( 1,864,049 ) $ ( 1,308,976 ) Borrowings ( 113,712 ) ( 55,461 ) Other liabilities ( 19,492 ) ( 15,949 ) Total liabilities assumed $ ( 1,997,253 ) $ ( 1,380,386 ) Total identifiable assets, net $ 131,177 $ 81,997 Goodwill $ 90,615 $ 79,741 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 - 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 - 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. Certain key assumptions related to prepayment speeds, PD, LGD and discount rate 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. Wealth management customer intangible - The wealth management customer intangible was valued utilizing the income approach, which employs a present value analysis, which calculates the expected after-tax cash flow benefits of the net revenues generated by the acquired customers over the expected lives of the acquired customers, discounted at a long-term market-oriented after-tax rate of return on investment. The value assigned to the acquired customers represents the future economic benefit from acquiring the customers (net of operating expenses). 71 Table of Contents 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 for Evans and $ 8.8 million for Salisbury was recorded through the provision for loan losses within the consolidated statements of income. The following table provides details related to the fair value of acquired PCD loans. May 2, 2025 August 11, 2023 Evans Bancorp, Inc. Salisbury Bancorp, Inc. (In thousands) PCD Loans PCD Loans Par value of PCD loans at acquisition $ 336,398 $ 219,076 Allowance for credit losses at acquisition 7,726 5,772 Discount at acquisition ( 36,584 ) ( 24,512 ) Fair value of PCD loans at acquisition $ 307,540 $ 200,336 The non-PCD loans acquired from Evans had an acquisition date fair value of $ 1.37 billion, compared to $ 1.43 billion in gross contractual amounts receivable. At the acquisition date, the Company estimated that $ 13.0 million of the contractual cash flows were not expected to be collected. Direct costs related to the acquisitions were expensed as incurred. Acquisition integration-related expenses were $ 19.5 million, $ 1.5 million and $ 10.0 million during the years ended 2025, 2024 and 2023, respectively. These amounts have been separately stated in the consolidated statements of income and are included in operating activities in the consolidated statements of cash flows. Supplemental Pro Forma Financial Information (Unaudited) The following table presents certain unaudited pro forma financial information for illustrative purposes only, for the years ended December 31, 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 taken place at 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) Years Ended December 31, (In thousands,) 2025 2024 Total revenue, net of interest expense $ 720,578 $ 659,483 Net income 162,748 158,549 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 a $ 2.9 million contingent consideration 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 regional 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 consolidated balance sheets as of December 31, 2024. 72 Table of Contents In July 2023, the Company, through its subsidiary, EPIC Advisors Inc., completed its acquisition of certain assets of Retirement Direct, LLC, a retirement plan administration business based near Charlotte, North Carolina for a total consideration of $ 2.8 million. As part of the acquisition, the Company recorded goodwill of $ 0.9 million and a $ 1.0 million contingent consideration recorded in other liabilities on the consolidated balance sheets as of December 31, 2023. The operating results of the acquired company is included in the consolidated results after the date of acquisition. 4. Securities The amortized cost, estimated fair value and unrealized gains (losses) of AFS securities are as follows: (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value As of December 31, 2025 U.S. treasury $ 79,330 $ 25 $ ( 2,533 ) $ 76,822 Federal agency 248,312 - ( 17,036 ) 231,276 State & municipal 90,654 4 ( 3,931 ) 86,727 Mortgage-backed: Government-sponsored enterprises 470,606 1,651 ( 23,532 ) 448,725 U.S. government agency securities 145,836 660 ( 3,659 ) 142,837 Collateralized mortgage obligations: Government-sponsored enterprises 653,512 2,137 ( 26,214 ) 629,435 U.S. government agency securities 247,908 335 ( 22,192 ) 226,051 Corporate 22,500 - ( 1,535 ) 20,965 Total AFS securities $ 1,958,658 $ 4,812 $ ( 100,632 ) $ 1,862,838 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 Collateraliz