What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-05 compared with 2024-05-03 · 385 added, 158 removed, 1069 unchanged (34% of the section changed)

4 unchanged sentences

(in thousands, except share data)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Cash and cash equivalents $ 228,433 122,260

42 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

Tabl e of Contents

NORTHWEST BANCSHARES, INC.

2 unchanged sentences

(in thousands, except share data)

Quarter ended March 31,

Quarter ended June 30, Six months ended June 30,

2024 2023 2024 2023

Interest income:

15 unchanged sentences

Provision for credit losses - loans 2,169 6,010 6,403 10,880

Provision for credit losses - unfunded commitments ( 799 ) 126

Provision/(benefit) for credit losses - unfunded commitments ( 2,539 ) 2,920 ( 3,338 ) 3,046

Net interest income after provision for credit losses

1 unchanged sentence

Noninterest income:

Loss on sale of investments ( 39,413 ) ( 8,306 ) ( 39,413 ) ( 8,306 )

Gain on sale of mortgage servicing rights — 8,305 — 8,305

Gain on sale of SBA loans 1,457 832 2,330 1,111

5 unchanged sentences

Other operating income 3,255 4,150 5,684 6,301

Total noninterest income

27,963 23,969

Total noninterest (loss)/income ( 8,849 ) 29,797 19,114 53,766

Noninterest expense:

19 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

Tabl e of Contents

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (Unaudited)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in thousands)

Quarter ended March 31,

Quarter ended June 30, Six months ended June 30,

2024 2023 2024 2023

Net income $ 4,747 33,044 33,910 66,723

Other comprehensive (loss)/income net of tax:

Net unrealized holding (losses)/gains on marketable securities:

Unrealized holding (losses)/gains, net of tax of $ 1,758 and ($ 3,308 ), respectively

Other comprehensive income/(loss) net of tax:

Net unrealized holding gains/(losses) on marketable securities:

Unrealized holding losses, net of tax of $ 168 , $ 3,771 , $ 1,926 and $ 463 , respectively

( 3,391 ) ( 17,719 ) ( 9,089 ) ( 4,702 )

Reclassification adjustment for losses/(gains) included in net income, net of tax of $ 0 and $ 0 , respectively

Net unrealized holding (losses)/gains on marketable securities ( 5,698 ) 13,017

Reclassification adjustment for losses included in net income, net of tax of ($ 7,706 ), ($ 1,731 ), ($ 7,706 ) and ($ 1,731 ), respectively

26,789 5,636 26,789 5,636

Net unrealized holding gains/(losses) on marketable securities 23,398 ( 12,083 ) 17,700 934

Change in fair value of interest rate swaps, net of tax of ($ 96 ), ($ 508 ), ($ 726 ) and ($ 508 ), respectively

330 1,737 2,484 1,737

Defined benefit plan:

1 unchanged sentence

( 388 ) ( 382 ) ( 776 ) ( 764 )

Other comprehensive (loss)/income ( 3,932 ) 12,635

Other comprehensive income/(loss) 23,340 ( 10,728 ) 19,408 1,907

Total comprehensive income $ 28,087 22,316 53,318 68,630

See accompanying notes to unaudited Consolidated Financial Statements.

Tabl e of Contents

NORTHWEST BANCSHARES, INC.

3 unchanged sentences

Additional paid-in capital Retained earnings Accumulated

other comprehensive income/(loss) Total shareholders’ equity

Quarter ended June 30, 2024 Shares Amount

Beginning balance at March 31, 2024 127,253,189 $ 1,273 1,026,173 678,427 ( 153,424 ) 1,552,449

Comprehensive income:

Net income — — — 4,747 — 4,747

Other comprehensive income, net of tax of ($ 7,487 )

— — — — 23,340 23,340

Total comprehensive income — — — 4,747 23,340 28,087

Exercise of stock options 6,382 — 61 — — 61

Stock-based compensation expense 57,892 — 1,469 — — 1,469

Stock-based compensation forfeited ( 9,466 ) — — — — —

Dividends paid ($ 0.20 per share)

— — — ( 25,468 ) — ( 25,468 )

Ending balance at June 30, 2024 127,307,997 $ 1,273 1,027,703 657,706 ( 130,084 ) 1,556,598

Additional paid-in capital Retained earnings Accumulated

other comprehensive loss Total shareholders’ equity

Quarter ended March 31, 2024 Shares Amount

Beginning balance at December 31, 2023 127,110,453 $ 1,271 1,024,852 674,686 ( 149,492 ) 1,551,317

Quarter ended June 30, 2023 Shares Amount

Beginning balance at March 31, 2023 127,065,400 $ 1,271 1,020,855 649,672 ( 158,523 ) 1,513,275

Comprehensive income:

8 unchanged sentences

— — — ( 25,424 ) — ( 25,424 )

Ending balance at March 31, 2024 127,253,189 $ 1,273 1,026,173 678,427 ( 153,424 ) 1,552,449

Ending balance at June 30, 2023 127,088,963 $ 1,271 1,022,189 657,292 ( 169,251 ) 1,511,501

See accompanying notes to unaudited Consolidated Financial Statements.

Tabl e of Contents

NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(in thousands, expect share data)

Additional paid-in capital Retained earnings Accumulated

other comprehensive loss Total shareholders’ equity

Quarter ended March 31, 2023 Shares Amount

other comprehensive income/(loss) Total shareholders’ equity

Six months ended June 30, 2024 Shares Amount

Beginning balance at December 31, 2023 127,110,453 $ 1,271 1,024,852 674,686 ( 149,492 ) 1,551,317

4 unchanged sentences

Total comprehensive income — — — 33,910 19,408 53,318

Exercise of stock options 6,392 — 81 — — 81

Stock-based compensation expense 203,978 2 2,770 — — 2,772

Stock-based compensation forfeited ( 12,826 ) — — — — —

Dividends paid ($ 0.40 per share)

— — — ( 50,890 ) — ( 50,890 )

Ending balance at June 30, 2024 127,307,997 $ 1,273 1,027,703 657,706 ( 130,084 ) 1,556,598

Additional paid-in capital Retained earnings Accumulated

other comprehensive income/(loss) Total shareholders’ equity

Six months ended June 30, 2023 Shares Amount

Beginning balance at December 31, 2022 127,028,848 $ 1,270 1,019,647 641,727 ( 171,158 ) 1,491,486

Comprehensive income:

Net income — — — 66,723 — 66,723

Other comprehensive income, net of tax of ($ 1,472 )

— — — — 1,907 1,907

Total comprehensive income — — — 66,723 1,907 68,630

Adoption of ASU No.

5 unchanged sentences

— — — ( 50,829 ) — ( 50,829 )

Ending balance at March 31, 2023 127,065,400 $ 1,271 1,020,855 649,672 ( 158,523 ) 1,513,275

Ending balance at June 30, 2023 127,088,963 $ 1,271 1,022,189 657,292 ( 169,251 ) 1,511,501

See accompanying notes to unaudited Consolidated Financial Statements.

Tabl e of Contents

NORTHWEST BANCSHARES, INC.

2 unchanged sentences

(in thousands)

Quarter ended March 31,

Six months ended June 30,

Operating activities:

2 unchanged sentences

Provision for credit losses 3,065 13,926

Loss on sale of investments 39,413 8,306

Net (gain)/loss on sale of assets ( 5,468 ) 691

1 unchanged sentence

Gain on sale of SBA loans ( 2,265 ) ( 1,112 )

Gain on sale of mortgage servicing rights — ( 8,305 )

Net depreciation, amortization and accretion 10,975 8,798

Decrease in other assets 33,565 6,958

Decrease in other liabilities ( 2,427 ) ( 24,494 )

Decrease/(increase) in other assets 9,938 ( 34,351 )

Increase/(decrease) in other liabilities 8,375 ( 2,545 )

Net amortization on marketable securities 852 1,724

1 unchanged sentence

Noncash write-down of other assets 5,795 37

Deferred income tax expense 2,907 1,010

Origination of loans held-for-sale ( 99,421 ) ( 82,984 )

5 unchanged sentences

Proceeds from maturities and principal reductions of marketable securities available-for-sale 40,455 57,276

Proceeds from sale of marketable securities available-for-sale 275,585 101,229

Proceeds from bank-owned life insurance 874 1,633

Loan originations ( 1,969,342 ) ( 2,024,737 )

Proceeds from sale of mortgage servicing rights — 13,118

Proceeds from loan maturities and principal reductions 2,020,162 1,673,841

Net redemptions of FHLB stock ( 665 ) ( 1,376 )

Net proceeds/(redemptions) of FHLB stock 9,304 ( 4,470 )

Proceeds from sale of real estate owned 638 1,257

(Purchases)/disposals of premises and equipment, net ( 5,471 ) 1,340

Net cash used in investing activities ( 143,587 ) ( 130,157 )

Purchases of premises and equipment, net ( 1,988 ) ( 1,330 )

Net cash provided by/(used in) investing activities 87,662 ( 172,687 )

Financing activities:

Net increase in deposits 107,477 197,847

Net increase in short-term borrowings 1,888 7,475

Net decrease in short-term borrowings ( 156,532 ) ( 48,852 )

Increase in advances by borrowers for taxes and insurance 7,018 9,530

1 unchanged sentence

Proceeds from stock options exercised 81 498

Net cash provided by financing activities 69,945 57,446

Net decrease in cash and cash equivalents $ ( 2,941 ) $ ( 42,868 )

Net cash (used in)/provided by financing activities ( 92,846 ) 108,194

Net increase/(decrease) in cash and cash equivalents $ 106,173 ( 11,738 )

Cash and cash equivalents at beginning of period $ 122,260 139,365

Net decrease in cash and cash equivalents ( 2,941 ) ( 42,868 )

Net increase/(decrease) in cash and cash equivalents 106,173 ( 11,738 )

Cash and cash equivalents at end of period $ 228,433 127,627

5 unchanged sentences

Loan foreclosures and repossessions $ 2,294 1,803

Sale of real estate owned financed by the Company — 70

See accompanying notes to unaudited Consolidated Financial Statements.

Tabl e of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

11 unchanged sentences

Certain items previously reported have been reclassified to conform to the current year’s reporting format.

The results of operations for the quarter ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or any other period.

The results of operations for the quarter ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or any other period.

Recently Adopted Accounting Standards

5 unchanged sentences

This guidance is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.

This ASU is applied on a modified retrospective or retrospective basis with the amendments to remove the specialized guidance for LIHTC also being able to be applied on a prospective basis.

This ASU is applied on a modified retrospective or retrospective basis with the amendments to remove the specialized guidance for LIHTCs also being able to be applied on a prospective basis.

This guidance was adopted on January 1, 2024 and did not have a material impact to the Company's financial statements.

Tabl e of Contents

(2) Marketable Securities

The following table shows the portfolio of marketable securities available-for-sale at March 31, 2024 (in thousands):

The following table shows the portfolio of marketable securities available-for-sale at June 30, 2024 (in thousands):

Debt issued by the U.S government and agencies:

Due after one year through five years $ 20,000 — ( 1,204 ) 18,796

Due after ten years $ 47,263 — ( 10,292 ) 36,971

1 unchanged sentence

Due after one year through five years 185 — ( 5 ) 180

Due after five years through ten years 360 — ( 9 ) 351

Municipal securities:

4 unchanged sentences

Due after five years through ten years 14,373 20 ( 886 ) 13,507

Residential mortgage-backed securities:

Due after ten years 3,250 — — 3,250

Mortgage-backed securities:

Fixed rate pass-through 228,855 83 ( 16,874 ) 212,064

2 unchanged sentences

Variable rate agency CMOs 45,753 38 ( 125 ) 45,666

Total residential mortgage-backed securities 1,089,448 140 ( 174,721 ) 914,867

Total mortgage-backed securities 1,068,374 438 ( 152,270 ) 916,542

Total marketable securities available-for-sale $ 1,202,354 484 ( 173,647 ) 1,029,191

Tabl e of Contents

The following table shows the portfolio of marketable securities available-for-sale at December 31, 2023 (in thousands):

12 unchanged sentences

Due after five years through ten years 8,466 — ( 778 ) 7,688

Residential mortgage-backed securities:

Mortgage-backed securities:

Fixed rate pass-through 209,069 27 ( 25,222 ) 183,874

2 unchanged sentences

Variable rate agency CMOs 23,965 38 ( 453 ) 23,550

Total residential mortgage-backed securities 1,030,016 76 ( 168,801 ) 861,291

Total mortgage-backed securities 1,030,016 76 ( 168,801 ) 861,291

Total marketable securities available-for-sale $ 1,240,003 223 ( 196,867 ) 1,043,359

The following table shows the portfolio of marketable securities held-to-maturity at March 31, 2024 (in thousands):

The following table shows the portfolio of marketable securities held-to-maturity at June 30, 2024 (in thousands):

Debt issued by government-sponsored enterprises:

1 unchanged sentence

Due after five years through ten years 34,988 — ( 5,645 ) 29,343

Residential mortgage-backed securities:

Mortgage-backed securities:

Fixed rate pass-through 140,245 — ( 21,704 ) 118,541

2 unchanged sentences

Variable rate agency CMOs 529 — ( 4 ) 525

Total residential mortgage-backed securities 676,648 1 ( 103,646 ) 573,003

Total mortgage-backed securities 659,748 — ( 104,426 ) 555,322

Total marketable securities held-to-maturity $ 784,208 — ( 120,916 ) 663,292

Tabl e of Contents

The following table shows the portfolio of marketable securities held-to-maturity at December 31, 2023 (in thousands):

2 unchanged sentences

Due after five years through ten years 54,987 — ( 8,700 ) 46,287

Residential mortgage-backed securities:

Mortgage-backed securities:

Fixed rate pass-through 147,874 — ( 20,834 ) 127,040

2 unchanged sentences

Variable rate agency CMOs 529 — ( 6 ) 523

Total residential mortgage-backed securities 690,381 1 ( 98,534 ) 591,848

Total mortgage-backed securities 690,381 1 ( 98,534 ) 591,848

Total marketable securities held-to-maturity $ 814,839 1 ( 115,334 ) 699,506

The following table shows the contractual maturity of our residential mortgage-backed securities available-for-sale at March 31, 2024 (in thousands):

Residential mortgage-backed securities:

The following table shows the contractual maturity of our mortgage-backed securities available-for-sale at June 30, 2024 (in thousands):

Mortgage-backed securities:

Due within one year $ 74 75

2 unchanged sentences

Due after ten years 1,048,990 898,260

Total residential mortgage-backed securities $ 1,089,448 914,867

The following table shows the contractual maturity of our residential mortgage-backed securities held-to-maturity at March 31, 2024 (in thousands):

Residential mortgage-backed securities:

Due in less than one year $ 38 38

Total mortgage-backed securities $ 1,068,374 916,542

The following table shows the contractual maturity of our mortgage-backed securities held-to-maturity at June 30, 2024 (in thousands):

Mortgage-backed securities:

Due within one year $ 102 100

Due after one year through five years 20,010 17,581

1 unchanged sentence

Due after ten years 619,435 521,320

Total residential mortgage-backed securities $ 676,648 573,003

The following table shows the fair value of and gross unrealized losses on available-for-sale investment securities and held to maturity investment securities, for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at March 31, 2024 (in thousands):

Total mortgage-backed securities $ 659,748 555,322

Less than 12 months 12 months or more Total

5 unchanged sentences

Corporate issues 2,395 ( 38 ) 7,619 ( 848 ) 10,014 ( 886 )

Residential mortgage-backed securities - agency 57,715 ( 855 ) 1,380,123 ( 277,512 ) 1,437,838 ( 278,367 )

Mortgage-backed securities - agency 247,747 ( 1,059 ) 1,170,983 ( 255,637 ) 1,418,730 ( 256,696 )

Total $ 264,119 ( 1,237 ) 1,363,076 ( 293,326 ) 1,627,195 ( 294,563 )

Tabl e of Contents

6 unchanged sentences

Municipal securities 2,753 ( 81 ) 66,046 ( 10,363 ) 68,799 ( 10,444 )

Residential mortgage-backed securities - agency 17,976 ( 242 ) 1,423,707 ( 267,093 ) 1,441,683 ( 267,335 )

Mortgage-backed securities - agency 17,976 ( 242 ) 1,423,707 ( 267,093 ) 1,441,683 ( 267,335 )

Total $ 20,729 ( 323 ) 1,704,010 ( 311,878 ) 1,724,739 ( 312,201 )

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of March 31, 2024, which were comprised of 497 individual securities, represents a credit loss impairment.

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of June 30, 2024, which were comprised of 387 individual securities, represents a credit loss impairment.

All of these securities were issued by U.S.

7 unchanged sentences

The unrealized losses were primarily attributable to changes in the interest rate environment and not due to the credit quality of these investment securities.

As of March 31, 2024, t he Company does not have the intent to sell these investment securities and it is more likely than not that we will not be required to sell these securities before their anticipated recovery, which may be at maturity.

As of June 30, 2024, t he Company does not have the intent to sell these investment securities and it is more likely than not that we will not be required to sell these securities before their anticipated recovery, which may be at maturity.

All of the Company ’ s held-to-maturity debt securities are issued by U.S.

3 unchanged sentences

government, are highly rated by major rating agencies and have a long history of no credit losses.

The decline in fair value of the held-to-maturity debt securities were primarily attributable to changes in the interest rate environment and not due to the credit quality of these investment securities, therefore, the Company did not record an allowance for credit losses for these securities as of March 31, 2024.

The following table presents the credit quality of our held-to-maturity securities, based on the latest information available as of March 31, 2024 (in thousands).

The following table presents the credit quality of our held-to-maturity securities, based on the latest information available as of June 30, 2024 (in thousands).

The credit ratings are sourced from nationally recognized rating agencies, which include Moody’s and S&P, and they are presented based on asset type.

All of our held-to-maturity securities were current in their payment of principal and interest as of March 31, 2024.

All of our held-to-maturity securities were current in their payment of principal and interest as of June 30, 2024.

Held-to-maturity securities (at amortized cost):

1 unchanged sentence

government-sponsored enterprises $ 124,460 124,460

Residential mortgage-backed securities 676,648 676,648

Mortgage-backed securities 659,748 659,748

Total marketable securities held-to-maturity $ 784,208 784,208

Tabl e of Contents

(3) Loans Receivable

The following table shows a summary of our loans receivable at amortized cost basis at March 31, 2024 and December 31, 2023 (in thousands):

March 31, 2024 December 31, 2023

The following table shows a summary of our loans receivable at amortized cost basis at June 30, 2024 and December 31, 2023 (in thousands):

June 30, 2024 December 31, 2023

Originated (1) Acquired (2) Total Originated (1) Acquired (2) Total

15 unchanged sentences

(2) Includes loans subject to purchase accounting in a business combination.

(3) Includes $ 8 million and $ 9 million of loans held-for-sale at March 31, 2024 and December 31, 2023, respectively.

(4) Includes $ 213,000 and $ 0 of loans held-for-sale at March 31, 2024 and December 31, 2023, respectively.

(5) Includes $ 68 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at March 31, 2024 and December 31, 2023.

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended March 31, 2024 (in thousands):

Balance as of March 31, 2024 Current period provision Charge-offs Recoveries Balance as of December 31, 2023

(3) Includes $ 9 million of loans held-for-sale at June 30, 2024 and December 31, 2023.

(4) Includes $ 681,000 and $ 0 of loans held-for-sale at June 30, 2024 and December 31, 2023, respectively.

(5) Includes $ 65 million and $ 68 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at June 30, 2024 and December 31, 2023.

Tabl e of Contents

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended June 30, 2024 (in thousands):

Balance as of June 30, 2024 Current period provision Charge-offs Recoveries Balance as of March 31, 2024

Allowance for Credit Losses

22 unchanged sentences

Total off-balance sheet exposure $ 13,785 ( 2,539 ) — — 16,324

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended March 31, 2023 (in thousands):

Balance as of March 31, 2023 Current period provision Charge-offs Recoveries ASU 2022-02 Adoption Balance as of December 31, 2022

Tabl e of Contents

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended June 30, 2023 (in thousands):

Balance as of June 30, 2023 Current period provision Charge-offs Recoveries Balance as of March 31, 2023

Allowance for Credit Losses

22 unchanged sentences

Total off-balance sheet exposure $ 15,959 2,920 — — 13,039

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at March 31, 2024 (in thousands):

Tabl e of Contents

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the six months ended June 30, 2024 (in thousands):

June 30, 2024 Current period provision Charge-offs Recoveries Balance December 31, 2023

Allowance for Credit Losses

Personal Banking:

Residential mortgage loans $ 14,999 ( 3,774 ) ( 414 ) 994 18,193

Home equity loans 5,210 ( 134 ) ( 649 ) 590 5,403

Vehicle loans 21,364 ( 1,927 ) ( 4,514 ) 894 26,911

Consumer loans 1,668 2,283 ( 2,620 ) 806 1,199

Total Personal Banking 43,241 ( 3,552 ) ( 8,197 ) 3,284 51,706

Commercial Banking:

Commercial real estate loans 50,559 ( 712 ) ( 849 ) 853 51,267

Commercial real estate loans - owner occupied 3,615 ( 181 ) — 21 3,775

Commercial loans 27,655 10,848 ( 2,482 ) 794 18,495

Total Commercial Banking 81,829 9,955 ( 3,331 ) 1,668 73,537

Total $ 125,070 6,403 ( 11,528 ) 4,952 125,243

Allowance for Credit Losses - off-balance sheet exposure

Personal Banking:

Residential mortgage loans $ 1 ( 1 ) — — 2

Home equity loans 63 ( 2 ) — — 65

Total Personal Banking 64 ( 3 ) — — 67

Commercial Banking:

Commercial real estate loans 4,450 ( 1,697 ) — — 6,147

Commercial real estate loans - owner occupied 151 ( 22 ) — — 173

Commercial loans 9,120 ( 1,616 ) — — 10,736

Total Commercial Banking 13,721 ( 3,335 ) — — 17,056

Total off-balance sheet exposure $ 13,785 ( 3,338 ) — — 17,123

Tabl e of Contents

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the six months ended June 30, 2023 (in thousands):

2023 Current period provision Charge-offs Recoveries ASU 2022-02 Adoption Balance December 31, 2022

Allowance for Credit Losses

Personal Banking:

Residential mortgage loans $ 17,556 ( 1,677 ) ( 752 ) 724 — 19,261

Home equity loans 5,002 ( 906 ) ( 399 ) 405 — 5,902

Vehicle loans 27,283 6,283 ( 3,207 ) 1,148 — 23,059

Consumer loans 1,010 2,027 ( 2,299 ) 617 — 665

Total Personal Banking 50,851 5,727 ( 6,657 ) 2,894 — 48,887

Commercial Banking:

Commercial real estate loans 50,056 4,697 ( 1,072 ) 1,499 426 44,506

Commercial real estate loans - owner occupied 3,498 ( 485 ) ( 68 ) 47 — 4,004

Commercial loans 20,018 941 ( 2,074 ) 512 — 20,639

Total Commercial Banking 73,572 5,153 ( 3,214 ) 2,058 426 69,149

Total $ 124,423 10,880 ( 9,871 ) 4,952 426 118,036

Allowance for Credit Losses - off-balance sheet exposure

Personal Banking:

Residential mortgage loans $ 4 — — — — 4

Home equity loans 64 ( 10 ) — — — 74

Total Personal Banking 68 ( 10 ) — — — 78

Commercial Banking:

Commercial real estate loans 7,655 2,280 — — — 5,375

Commercial real estate loans - owner occupied 320 ( 59 ) — — — 379

Commercial loans 7,916 835 — — — 7,081

Total Commercial Banking 15,891 3,056 — — — 12,835

Total off-balance sheet exposure $ 15,959 3,046 — — — 12,913

Tabl e of Contents

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at June 30, 2024 (in thousands):

receivable Allowance for

29 unchanged sentences

Total $ 11,414,809 125,243 94,384 2,698

Tabl e of Contents

We present the amortized cost of our loans on nonaccrual status including such loans with no allowance.

The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the quarter ended March 31, 2024 (in thousands):

March 31, 2024

The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the period ended June 30, 2024 (in thousands):

June 30, 2024

Nonaccrual loans at January 1, 2024 Nonaccrual loans with an allowance Nonaccrual loans with no allowance Total nonaccrual loans at the end of the period Loans 90 days past due and accruing

11 unchanged sentences

Total $ 94,384 78,970 23,189 102,159 2,511

During the quarter ended March 31, 2024, we did no t recognize any interest income on nonaccrual loans.

The following table presents the amortized cost of our loans on nonaccrual status as of the year ended December 31, 2023 (in thousands):

During the three and six months ended June 30, 2024, we did no t recognize any interest income on nonaccrual loans.

The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the year ended December 31, 2023 (in thousands):

December 31, 2023

14 unchanged sentences

A loan is considered to be collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral.

The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of as of March 31, 2024 (in thousands):

The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of as of June 30, 2024 (in thousands):

Real estate Equipment Total

4 unchanged sentences

Total $ 70,707 6,547 77,254

Tabl e of Contents

The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of December 31, 2023 (in thousands):

15 unchanged sentences

The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financial receivable is also presented below (dollars in thousands).

For the quarter ended March 31,

Payment delay Term extension Combination term extension and interest rate reduction Total class of financing receivable Term extension Combination term extension and interest rate reduction Total class of financing receivable

For the quarter ended June 30,

Term extension Interest rate reduction Total class of financing receivable Term extension Total class of financing receivable

Personal Banking:

Residential mortgage loans $ 15 — 0.00 % 82 0.00 %

Home equity loans 42 — 0.00 % 118 0.01 %

Total Personal Banking 57 — 0.00 % 200 0.00 %

Commercial Banking:

Commercial real estate loans - owner occupied — 697 0.19 % — — %

Total Commercial Banking — 697 0.01 % — — %

Total $ 57 697 0.01 % 200 0.00 %

Tabl e of Contents

For the six months ended June 30,

Payment delay Term extension Interest rate reduction Combination term extension and interest rate reduction Total class of financing receivable Term extension Combination term extension and interest rate reduction Total class of financing receivable

Personal Banking:

Residential mortgage loans

$ — 497 — — 0.01 % 262 — 0.01 %

5 unchanged sentences

Commercial real estate loans 29,764 210 — — 1.12 % 220 — 0.01 %

Commercial real estate loans - owner occupied — — 697 — 0.19 % — — — %

Commercial loans — 31 — 9 — % 660 — 0.05 %

1 unchanged sentence

Total $ 29,764 1,289 697 95 0.28 % 1,308 3 0.01 %

As of March 31, 2024 and December 31, 2023, t he Company has committed to lend additional amounts totaling $ 41,000 and $ 31,000 , respectively, to the borrowers experiencing financial difficulty for which the terms of the loan have been modified.

As of June 30, 2024 and June 30, 2023, t he Company has committed to lend additional amounts totaling $ 41,000 and $ 31,000 , respectively, to the borrowers experiencing financial difficulty for which the terms of the loan have been modified.

The following table presents the effect of the loan modifications presented above to borrowers experiencing financial difficulty for the periods indicated:

For the quarter ended March 31,

For the quarter ended June 30,

Weighted-average interest rate reduction Weighted-average term extension in months Weighted-average term extension in months

Personal Banking:

Residential mortgage loans — % 220 100

Home equity loans — % 73 42

Consumer loans — % 0 9

Total Personal Banking — % 112 66

Commercial Banking:

Commercial real estate loans - owner occupied 2 % 0 0

Total Commercial Banking 2 % 0 0

Total loans 2 % 0 66

Tabl e of Contents

For the six months ended June 30,

Weighted-average interest rate reduction Weighted-average term extension in months Weighted-average payment deferral in years Weighted-average interest rate reduction Weighted-average term extension in months

6 unchanged sentences

Commercial real estate loans — % 117 1 — % 25

Commercial real estate loans - owner occupied 2 % 0 0 — % 0

Commercial loans 4 % 118 0 — % 9

2 unchanged sentences

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

The following table presents the performance of loans modified within the previous twelve months of March 31, 2024 :

The following table presents the performance of loans modified within the previous twelve months of June 30, 2024 (in thousands) :

Current 30-59 days

8 unchanged sentences

Commercial real estate loans 29,974 — — —

Commercial real estate loans - owner occupied 697 — — —

Commercial loans 10 5 — 25

1 unchanged sentence

Total loans $ 31,708 95 12 30

All loans modified since the adoption of ASU 2022-02 were current on their payments as of March 31, 2023.

A modification is considered to be in default when the loan is 90 days or more past due.

The following table provides the amortized cost basis of financing receivables that had a payment default during the period ended March 31, 2024 and were modified within the previous twelve months to borrowers experiencing financial difficulty (in thousands) :

Term extension Payment delay

The following table presents the performance of loans modified since the adoption of ASU 2022-02 as of June 30, 2023 (in thousands) :

Current 30-59 days

delinquent 60-89 days

delinquent 90 days or

Personal Banking:

1 unchanged sentence

Home equity loans 166 — — —

Consumer loans 3 — — —

Total Personal Banking 431 — — —

Total $ 17 $ 364

No loans modified since the adoption of ASU 2022-02 subsequently defaulted during the quarter ended March 31, 2023.

Commercial Banking:

Commercial real estate loans 81 139 — —

Commercial loans — 660 — —

Total Commercial Banking 81 799 — —

Total loans $ 512 799 — —

Tabl e of Contents

A modification is considered to be in default when the loan is 90 days or more past due.

The following table provides the amortized cost basis of financing receivables that had a payment default during the period ended June 30, 2024 and were modified within the previous twelve months to borrowers experiencing financial difficulty (in thousands) :

Term extension

Personal Banking:

Residential mortgage loans $ 5

Total Personal Banking 5

Commercial Banking:

Commercial loans 25

Total Commercial Banking 25

No loans modified since the adoption of ASU 2022-02 subsequently defaulted during the quarter ended June 30, 2023.

The modifications to borrowers experiencing financial distress are included in their respective portfolio segment and the current loan balance and updated loan terms are run through their respective ACL models to arrive at the quantitative portion of the ACL.

3 unchanged sentences

Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount.

The following table provides information related to the amortized cost basis of loan payment delinquencies at March 31, 2024 (in thousands):

The following table provides information related to the amortized cost basis of loan payment delinquencies at June 30, 2024 (in thousands):

delinquent 60-89 days

15 unchanged sentences

Total loans $ 23,435 24,373 20,490 68,298 11,286,066 11,354,364 2,511

Tabl e of Contents

The following table provides information related to the amortized cost basis of loan payment delinquencies at December 31, 2023 (in thousands):

21 unchanged sentences

Total originated loans $ 54,413 14,266 24,591 93,270 11,321,539 11,414,809 2,698

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Credit Quality Indicators:

26 unchanged sentences

These loans are generally charged-off in the month in which the 180 day period elapses.

The following table presents the amortized cost basis of our loan portfolio by year of origination and credit quality indicator and the current period charge-offs by year of origination for each portfolio segment as of March 31, 2024 (in thousands):

YTD March 31, 2024 2023 2022 2021 2020 Prior Revolving loans Revolving loans converted to term loans Total loans

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YTD June 30, 2024 2023 2022 2021 2020 Prior Revolving loans Revolving loans converted to term loans Total loans

Personal Banking:

41 unchanged sentences

Total loans $ 873,647 1,548,796 2,191,860 1,629,889 1,088,571 2,839,666 1,101,343 80,592 11,354,364

For the quarter ended March 31, 2024, $ 3 million of revolving loans were converted to term loans.

For the six months ended June 30, 2024, $ 10 million of revolving loans were converted to term loans.

Tabl e of Contents

The following table presents the amortized cost basis of our loan portfolio by year of origination and credit quality indicator for each portfolio segment as of December 31, 2023 (in thousands):

48 unchanged sentences

For the year ended December 31, 2023, $ 19 million of revolving loans were converted to term loans.

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(4) Goodwill and Other Intangible Assets

The following table provides information for intangible assets subject to amortization at the dates indicated (in thousands):

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Amortizable intangible assets:

3 unchanged sentences

Total intangible assets - net $ 3,954 5,290

The following table shows the actual aggregate amortization expense for the quarters ended March 31, 2024 and 2023, as well as the estimated aggregate amortization expense, based upon current levels of intangible assets, for the current fiscal year and each of the succeeding fiscal years until the intangible assets are fully amortized (in thousands):

For the quarter ended March 31, 2024 $ 701

For the quarter ended March 31, 2023 909

The following table shows the actual aggregate amortization expense for the quarters ended June 30, 2024 and 2023, as well as the estimated aggregate amortization expense, based upon current levels of intangible assets, for the current fiscal year and each of the succeeding fiscal years until the intangible assets are fully amortized (in thousands):

For the quarter ended June 30, 2024 $ 635

For the quarter ended June 30, 2023 842

For the six months ended June 30, 2024 1,336

For the six months ended June 30, 2023 1,751

For the year ending December 31, 2024 2,452

4 unchanged sentences

Balance at December 31, 2023 $ 380,997

Balance at March 31, 2024 $ 380,997

We performed our annual goodwill impairment test as of June 30, 2023 in accordance with ASC 350, Intangibles - Goodwill and Other, and concluded that goodwill was not impaired.

Balance at June 30, 2024 $ 380,997

We performed our annual goodwill impairment test as of June 30, 2024 in accordance with Accounting Standards Codification ("ASC") 350, Intangibles - Goodwill and Other, and concluded that goodwill was not impaired.

(5) Borrowed Funds

(a) Borrowings

Borrowed funds at March 31, 2024 and December 31, 2023 are presented in the following table:

March 31, 2024 December 31, 2023

Borrowed funds at June 30, 2024 and December 31, 2023 are presented in the following table (dollars in thousands):

June 30, 2024 December 31, 2023

Amount Average rate Amount Average rate

5 unchanged sentences

Borrowings from the Federal Home Loan Bank (“FHLB”) of Pittsburgh, if any, are secured by our residential first mortgage and other qualifying loans.

At March 31, 2024, the carrying value of these loans was $ 6.0 billion.

At June 30, 2024, the carrying value of these loans was $ 6.0 billion.

Certain of these borrowings are subject to restrictions or penalties in the event of prepayment.

1 unchanged sentence

The rate is adjusted daily by the FHLB of Pittsburgh, and any borrowings on this line may be repaid at any time without penalty.

At March 31, 2024 and December 31, 2023, the balance of the revolving line of credit was $ 56 million and $ 164 million, respectively.

At March 31, 2024 and December 31, 2023, collateralized borrowings due within one year were $ 30 million and $ 35 million, respectively.

At June 30, 2024 there was no balance on the revolving line of credit, and at December 31, 2023 the balance was $ 164 million.

At June 30, 2024 and December 31, 2023, collateralized borrowings due within one year were $ 26 million and $ 35 million, respectively.

These borrowings are collateralized by cash or va rious securities held in safekeeping by the FHLB.

At March 31, 2024, the carrying value of the cash and securities used as collateral was $ 50 million.

At March 31, 2024 and December 31, 2023, collateral received was $ 40 million and $ 25 million, respectively.

At June 30, 2024, the carrying value of the cash and securities used as collateral was $ 36 million.

Tabl e of Contents

At June 30, 2024 and December 31, 2023, collateral received was $ 41 million and $ 25 million, respectively.

This represents collateral posted to us from our derivative counterparties.

At March 31, 2024 and December 31, 2023, term notes payable to the FHLB of Pittsburgh due within one year were $ 275 million and $ 175 million, respectively.

The March 31, 2024 total is made up of eight advances:

$ 100 million at 5.68 % maturing April 5, 2024;

$ 25 million at 5.63 % maturing April 26, 2024;

$ 25 million at 5.61 % maturing April 30, 2024;

$ 25 million at 5.65 % maturing May 9, 2024;

$ 25 million at 5.64 % maturing May 13, 2024;

$ 25 million at 5.63 % maturing May 20, 2024;

$ 25 million at 5.63 % maturing May 31, 2024.

At June 30, 2024 and December 31, 2023, term notes payable to the FHLB of Pittsburgh due within one year were $ 175 million.

The June 30, 2024 total is made up of seven advances:

$ 25 million at 5.66 % maturing July 26, 2024;

$ 25 million at 5.68 % maturing July 31, 2024;

$ 25 million at 5.66 % maturing August 9, 2024;

$ 25 million at 5.65 % maturing August 12, 2024;

$ 25 million at 5.65 % maturing August 19, 2024;

$ 25 million at 5.65 % maturing August 30, 2024.

On September 9, 2020, the Company issued $ 125 million of 4.00 % fixed-to-floating rate subordinated notes with a maturity date of September 15, 2030.

2 unchanged sentences

The subordinated debt issuance costs of approximately $ 2 million are being amortized over five years on a straight-line basis into interest expense.

At March 31, 2024 and December 31, 2023, subordinated debentures, net of issuance costs, were $ 114 million.

For the three months ended March 31, 2024 and March 31, 2023 total interest expense paid on the subordinate notes was $ 1.2 million.

At June 30, 2024 and December 31, 2023, subordinated debentures, net of issuance costs, were $ 114 million.

For the six months ended June 30, 2024 and June 30, 2023 total interest expense paid on the subordinate notes was $ 2 million.

(b) Trust Preferred Securities

7 unchanged sentences

The following table sets forth a summary of the cumulative trust preferred securities and the junior subordinated debt held by the Trust as of the date listed (dollars in thousands).

Maturity date Interest rate Capital debt securities March 31, 2024 December 31, 2023

Maturity date Interest rate Capital debt securities June 30, 2024 December 31, 2023

Northwest Bancorp Capital Trust III December 30, 2035 3-month SOFR plus 1.38 %

20 unchanged sentences

Our obligation constitutes a full, irrevocable, and unconditional guarantee on a subordinated basis of the obligations of the trust under the preferred securities.

For each of the three month periods ended March 31, 2024 and March 31, 2023 total interest expense paid on trust preferred securities was $ 2 million.

For each of the six month periods ended June 30, 2024 and June 30, 2023 total interest expense paid on trust preferred securities was $ 5 million and $ 4 million, respectively.

The Trusts must redeem the preferred securities when the debentures are paid at maturity or upon an earlier redemption of the debentures to the extent the debentures are redeemed.

1 unchanged sentence

Also, the debentures may be redeemed at any time if existing laws or regulations, or the interpretation or application of these laws or regulations, change causing:

Tabl e of Contents

• the interest on the debentures to no longer be deductible by the Company for federal income tax purposes;

10 unchanged sentences

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

At March 31, 2024, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $ 60 million, of which $ 43 million is fully collateralized.

At March 31, 2024, we had a liability which represents deferred income of $ 1 million related to the standby letters of credit.

At June 30, 2024, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $ 59 million, of which $ 43 million is fully collateralized.

At June 30, 2024, we had a liability which represents deferred income of $ 1 million related to the standby letters of credit.

In addition, we maintain a $ 10 million unsecured line of credit with a correspondent bank for private label credit card facilities for certain existing commercial clients of the Bank, of which $ 10 million in notional value of credit cards have been issued.

These issued credit cards had an outstanding balance of $ 1 million at March 31, 2024.

These issued credit cards had an outstanding balance of $ 2 million at June 30, 2024.

The clients of the Bank are responsible for repaying any balances due on these credit cards directly to the correspondent bank;

2 unchanged sentences

Basic earnings per common share (“EPS”) is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period, without considering any dilutive items.

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 Company.

Diluted EPS is calculated using both the two-class and the treasury stock methods with the more dilutive method used to determine diluted EPS.

The two-class method was used to determine basic and diluted EPS for the three months ended June 30, 2024 and 2023 and the six month ended June 30, 2023, and and the treasury stock method was used to determined diluted earnings per share for the six months ended June 30, 2024.

Tabl e of Contents

The following table sets forth the computation of basic and diluted EPS (in thousands, except share data and per share amounts):

Quarter ended March 31,

Net income $ 29,163 33,679

Quarter ended June 30, Six months ended June 30,

2024 2023 2024 2023

Numerator for earnings per share - Basic and Diluted:

Net income - treasury stock method - Basic and Diluted $ 4,747 33,044 33,910 66,723

Dividends and undistributed earnings allocated to participating securities 7 86 47 174

Net income available to common shareholders $ 29,089 33,533

Weighted average common shares outstanding 126,814,233 126,498,512

Effect of common share options and other stock awards 784,738 551,751

Total weighted average common shares and dilutive potential shares 127,598,971 127,050,263

Net income available to common shareholders - two class method - Basic and Diluted $ 4,740 32,958 33,863 66,549

Denominator for earnings per share - treasury stock method - Basic and Diluted:

Weighted average common shares outstanding - Basic 127,023,522 126,620,383 126,918,878 126,559,784

Potentially dilutive shares 137,853 118,907 426,501 367,074

Denominator for treasury stock method - Diluted 127,161,375 126,739,290 127,345,379 126,926,858

Denominator for earnings per share - two class method - Basic and Diluted:

Weighted average common shares outstanding - Basic 127,023,522 126,620,383 126,918,878 126,559,784

Average participating shares outstanding 175,517 331,088 175,517 331,088

Denominator for two class method - Diluted 127,199,039 126,951,471 127,094,395 126,890,872

Basic earnings per share $ 0.04 0.26 0.27 0.53

Diluted earnings per share $ 0.04 0.26 0.27 0.52

Anti-dilutive awards (1) 2,451 2,902 2,451 2,902

(1) Reflects the total number of shares related to outstanding options that have been excluded from the computation of diluted earnings per share because the impact would have been anti-dilutive.

Tabl e of Contents

(8) Pension and Other Post-Retirement Benefits

The following table sets forth the net periodic costs for the defined benefit pension plans and post-retirement healthcare plans for the periods indicated (in thousands):

Quarter ended March 31,

Quarter ended June 30,

Pension benefits Other post-retirement benefits

6 unchanged sentences

Net periodic cost $ ( 691 ) ( 218 ) 25 17

Six months ended June 30,

Pension benefits Other post-retirement benefits

2024 2023 2024 2023

Service cost $ 2,850 3,120 — —

Interest cost 4,410 4,490 30 14

Expected return on plan assets ( 7,552 ) ( 6,958 ) — —

Amortization of prior service cost ( 1,126 ) ( 1,128 ) — —

Amortization of the net loss 36 40 20 20

Net periodic cost $ ( 1,382 ) ( 436 ) 50 34

Because of the current funding status, we do not anticipate a funding requirement during the year ending December 31, 2024.

16 unchanged sentences

◦ Quotes and other information from brokers or other external sources where the inputs are not deemed observable.

Tabl e of Contents

We are responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value.

32 unchanged sentences

The carrying amount of repurchase agreements approximates their fair value.

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Subordinated Debentures

22 unchanged sentences

Commitments to extend credit are generally short-term in nature and, if drawn upon, are issued under current market terms.

At March 31, 2024 and December 31, 2023, there was no significant unrealized appreciation or depreciation on these financial instruments.

The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the Consolidated Statement of Financial Condition at March 31, 2024 (in thousands):

At June 30, 2024 and December 31, 2023, there was no significant unrealized appreciation or depreciation on these financial instruments.

Tabl e of Contents

The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the Consolidated Statement of Financial Condition at June 30, 2024 (in thousands):

amount Estimated

20 unchanged sentences

Junior subordinated debentures 129,703 124,292 — — 124,292

Foreign exchange swaps 25 25 — 25 —

Interest rate swaps not designated as hedging instruments 44,450 44,450 — 44,450 —

2 unchanged sentences

Total financial liabilities $ 12,639,813 12,265,151 9,514,694 153,805 2,596,652

Tabl e of Contents

The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the Consolidated Statement of Financial Condition at December 31, 2023 (in thousands):

6 unchanged sentences

Loans receivable, net 11,280,798 10,274,593 — — 10,274,593

Residential mortgage loans held-for-sale 8,768 8,768 — — 8,768

Loans held-for-sale 8,768 8,768 — — 8,768

Accrued interest receivable 47,353 47,353 47,353 — —

18 unchanged sentences

Fair value estimates are made at a point-in-time, based on relevant market data and information about the instrument.

The methods and assumptions detailed above were used in estimating the fair value of financial instruments at both March 31, 2024 and December 31, 2023.

The following table represents assets and liabilities measured at fair value on a recurring basis at March 31, 2024 (in thousands):

The methods and assumptions detailed above were used in estimating the fair value of financial instruments at both June 30, 2024 and December 31, 2023.

Tabl e of Contents

The following table represents assets and liabilities measured at fair value on a recurring basis at June 30, 2024 (in thousands):

Level 1 Level 2 Level 3 Total assets

6 unchanged sentences

Total debt securities — 112,649 — 112,649

Residential mortgage-backed securities:

Mortgage-backed securities:

GNMA — 56,127 — 56,127

13 unchanged sentences

Total assets $ — 1,076,409 791 1,077,200

Foreign exchange swaps $ — 25 — 25

Interest rate swaps not designated as hedging instruments — 44,450 — 44,450

1 unchanged sentence

Total liabilities $ — 44,581 — 44,581

Tabl e of Contents

The following table represents assets and liabilities measured at fair value on a recurring basis at December 31, 2023 (in thousands):

7 unchanged sentences

Total debt securities — 182,068 — 182,068

Residential mortgage-backed securities:

Mortgage-backed securities:

GNMA — 17,441 — 17,441

18 unchanged sentences

The following table presents the changes in Level 3 assets and liabilities measured at fair value on a recurring basis (in thousands):

For the quarter ended March 31,

For the quarter ended June 30, For the six months ended June 30,

2024 2023 2024 2023

Beginning balance, $ 479 386 641 559

3 unchanged sentences

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans held-for-sale, loans individually assessed, real estate owned, and mortgage servicing rights.

The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of March 31, 2024 (in thousands):

Tabl e of Contents

The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of June 30, 2024 (in thousands):

Level 1 Level 2 Level 3 Total assets

23 unchanged sentences

We classify real estate owned as nonrecurring Level 3.

The following table presents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis and for which we have utilized Level 3 inputs to determine fair value at March 31, 2024 (in thousands):

Fair value Valuation techniques Significant

9 unchanged sentences

(1) Fair value is generally determined through independent appraisals of the underlying collateral, which may include Level 3 inputs that are not identifiable, or by using the discounted cash flow method if the loan is not collateral dependent.

Tabl e of Contents

(10) Derivative Financial Instruments

28 unchanged sentences

Changes to the fair value of the the risk participation agreements are included in other operating income in the Consolidated Statement of Income.

The following table presents information regarding our derivative financial instruments for the periods indicated (in thousands):

Tabl e of Contents

The following table presents information regarding our derivative financial instruments at the dates indicated (in thousands):

Asset derivatives Liability derivatives

Notional amount Fair value Notional amount Fair value

At March 31, 2024

At June 30, 2024

Derivatives designated as hedging instruments:

18 unchanged sentences

The following table presents income or expense recognized on derivatives for the periods indicated (in thousands):

For the quarter ended March 31,

For the quarter ended June 30, For the six months ended June 30,

2024 2023 2024 2023

Hedging derivatives:

1 unchanged sentence

Non-hedging swap derivatives:

Increase/(decrease) in other income $ 287 ( 202 )

Decrease in mortgage banking income $ ( 115 ) ( 174 )

The following table presents information regarding our derivative financial instruments designated as hedging for the quarter ended March 31, 2024 (in thousands):

(Decrease)/increase in other income ( 112 ) ( 128 ) 175 ( 330 )

Increase in mortgage banking income 323 349 208 176

The following table presents information regarding our derivative financial instruments designated as hedging for the quarter ended June 30, 2024 (dollars in thousands):

Notional amount Effective rate Estimated decrease to interest expense in the next twelve months Maturity date Remaining term

8 unchanged sentences

Total $ 175,000 $ ( 2,964 )

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(11) Legal Proceedings

We establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated.

As of March 31, 2024, we do not anticipate that the aggregate ultimate liability arising out of any pending or threatened legal proceedings will be material to our Consolidated Financial Statements.

As of June 30, 2024, we do not anticipate that the aggregate ultimate liability arising out of any pending or threatened legal proceedings will be material to our Consolidated Financial Statements.

Any such accruals are adjusted thereafter as appropriate to reflect changes in circumstances.

2 unchanged sentences

The following tables show the changes in accumulated other comprehensive income by component for the periods indicated (in thousands):

For the quarter ended March 31, 2024

For the quarter ended June 30, 2024

on securities

3 unchanged sentences

pension plans Total

Balance as of December 31, 2023 $ ( 150,659 ) ( 374 ) 1,541 ( 149,492 )

Balance as of March 31, 2024 $ ( 156,357 ) 1,780 1,153 ( 153,424 )

Other comprehensive (loss)/income before reclassification adjustments (1) (3) ( 3,391 ) 330 — ( 3,061 )

Amounts reclassified from accumulated other comprehensive income (2) (4) 26,789 — ( 388 ) 26,401

Net other comprehensive (loss)/income ( 5,698 ) 2,154 ( 388 ) ( 3,932 )

Net other comprehensive income/(loss) 23,398 330 ( 388 ) 23,340

Balance as of June 30, 2024 $ ( 132,959 ) 2,110 765 ( 130,084 )

For the quarter ended June 30, 2023

on securities

available-for-sale Change in

rate swaps Change in

defined benefit

pension plans Total

Balance as of March 31, 2023 $ ( 151,189 ) — ( 7,334 ) ( 158,523 )

For the quarter ended March 31, 2023

Other comprehensive income before reclassification adjustments (5) (7) ( 17,719 ) 1,737 — ( 15,982 )

Amounts reclassified from accumulated other comprehensive income (6) (8) 5,636 — ( 382 ) 5,254

Net other comprehensive income/(loss) ( 12,083 ) 1,737 ( 382 ) ( 10,728 )

Balance as of June 30, 2023 $ ( 163,272 ) 1,737 ( 7,716 ) ( 169,251 )

(1) Consists of unrealized holding losses, net of tax of $ 168 .

(2) Consists of realized losses, net of tax of ($ 7,706 ) .

(3) Change in fair value of interest rate swaps, net of tax ($ 96 ) .

(4) Consists of realized gains, net of tax of $ 147 .

(5) Consists of unrealized holding losses, net of tax of $ 3,771 .

(6) Consists of realized losses, net of tax of ($ 1,731 ) .

(7) Change in fair value of interest rate swaps, net of tax ($ 508 ) .

(8) Consists of realized gains, net of tax of $ 152 .

Tabl e of Contents

For the six months ended June 30, 2024

on securities

available-for-sale Change in

rate swaps Change in

defined benefit

1 unchanged sentence

Balance as of December 31, 2023 $ ( 150,659 ) ( 374 ) 1,541 ( 149,492 )

Other comprehensive income before reclassification adjustments (4) 13,017 — 13,017

Other comprehensive (loss)/income before reclassification adjustments (1) (3) ( 9,089 ) 2,484 — ( 6,605 )

Amounts reclassified from accumulated other comprehensive income (2) (4) 26,789 — ( 776 ) 26,013

Net other comprehensive income/(loss) 17,700 2,484 ( 776 ) 19,408

Balance as of March 31, 2023 $ ( 151,189 ) ( 7,334 ) ( 158,523 )

Balance as of June 30, 2024 $ ( 132,959 ) 2,110 765 ( 130,084 )

For the six months ended June 30, 2023

on securities

available-for-sale Change in

rate swaps Change in

defined benefit

pension plans Total

Balance as of December 31, 2022 $ ( 164,206 ) — ( 6,952 ) ( 171,158 )

Other comprehensive loss before reclassification adjustments (5) (7) ( 4,702 ) 1,737 — ( 2,965 )

Amounts reclassified from accumulated other comprehensive income (6) (8) 5,636 — ( 764 ) 4,872

Net other comprehensive loss 934 1,737 ( 764 ) 1,907

Balance as of June 30, 2023 $ ( 163,272 ) 1,737 ( 7,716 ) ( 169,251 )

(1) Consists of unrealized holding losses, net of tax of $ 1,926 .

(2) Consists of realized losses, net of tax of ($ 7,706 ) .

(3) Change in fair value of interest rate swaps, net of tax ($ 726 ) .

(4) Consists of realized gains, net of tax of $ 294 .

(4) Consists of unrealized holding gains, net of tax of ($ 3,308 ).

(5) Consists of unrealized holding losses, net of tax $ 463 .

(6) Consists of realized losses, net of tax ($ 1,731 ) .

(7) Change in fair value of interest rate swaps, net of tax ($ 508 ) .

(8) Consists of realized gains, net of tax of $ 304 .

(13) Subsequent Events

In April 2024, the Company approved and announced its intention to pursue a limited, strategic repositioning of the securities portfolio to optimize its balance sheet by liquidating lower-yielding securities in an effort to generate additional future earnings.

This initiative will be accomplished through the sale of up to 15 % of the Company’s available-for-sale investment securities portfolio.

The securities losses recognized will be limited to $ 40 million, equivalent to approximately $ 30 million after tax.

The Company expects a yield gain of 375 to 400 basis points from the repositioning and will attempt to manage the payback period so that it will be approximately three years .

The characteristics of investment securities to be sold have an average yield less than 2.00 % with a remaining maturity of greater than four years .

The proceeds will be used to reduce borrowings in the short term while also opportunistically reinvesting into securities with similar risk, maturity and duration characteristics.

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

What changed 10-Q

Item 1. Financial Statements