What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-06 compared with 2024-11-07 · 223 added, 333 removed, 1087 unchanged (34% of the section changed)

4 unchanged sentences

(in thousands, except share data)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Cash and cash equivalents $ 353,203 288,378

46 unchanged sentences

(in thousands, except share data)

Quarter ended September 30, Nine months ended September 30,

2024 2023 2024 2023

Quarter ended March 31,

Interest income:

19 unchanged sentences

Noninterest income:

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

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

Gain on sale of SBA loans 1,238 873

16 unchanged sentences

Amortization of intangible assets 504 701

Real estate owned expense 23 141 146 405

Merger, asset disposition and restructuring expense 1,123 955

10 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

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

(in thousands)

Quarter ended September 30, Nine months ended September 30,

2024 2023 2024 2023

Quarter ended March 31,

Net income $ 43,458 29,163

3 unchanged sentences

13,863 ( 5,698 )

Reclassification adjustment for losses included in net income, net of tax of $ 0 , $ 0 , ($ 7,706 ) and ($ 1,731 ), respectively

— — 26,789 5,636

Net unrealized holding gains/(losses) on marketable securities 13,863 ( 5,698 )

13 unchanged sentences

other comprehensive income/(loss) Total shareholders’ equity

Quarter ended September 30, 2024 Shares Amount

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

Quarter ended March 31, 2025 Shares Amount

Beginning balance at December 31, 2024 127,508,003 $ 1,275 1,033,385 673,110 ( 110,914 ) 1,596,856

Comprehensive income:

8 unchanged sentences

— — — ( 25,502 ) — ( 25,502 )

Ending balance at September 30, 2024 127,400,199 $ 1,274 1,030,384 665,845 ( 106,178 ) 1,591,325

Ending balance at March 31, 2025 127,736,303 $ 1,277 1,035,093 691,066 ( 98,481 ) 1,628,955

Additional paid-in capital Retained earnings Accumulated

other comprehensive loss Total shareholders’ equity

Quarter ended September 30, 2023 Shares Amount

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

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

Comprehensive income:

8 unchanged sentences

— — — ( 25,422 ) — ( 25,422 )

Ending balance at September 30, 2023 127,101,349 $ 1,271 1,023,591 671,092 ( 197,523 ) 1,498,431

See accompanying notes to unaudited Consolidated Financial Statements.

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 income/(loss) Total shareholders’ equity

Nine months ended September 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

Comprehensive income:

Net income — — — 67,528 — 67,528

Other comprehensive income, net of tax of ($ 13,976 )

— — — — 43,314 43,314

Total comprehensive income — — — 67,528 43,314 110,842

Exercise of stock options 101,123 1 1,179 — — 1,180

Stock-based compensation expense 213,906 2 4,353 — — 4,355

Stock-based compensation forfeited ( 25,283 ) — — — — —

Dividends paid ($ 0.60 per share)

— — — ( 76,369 ) — ( 76,369 )

Ending balance at September 30, 2024 127,400,199 $ 1,274 1,030,384 665,845 ( 106,178 ) 1,591,325

Additional paid-in capital Retained earnings Accumulated

other comprehensive income/(loss) Total shareholders’ equity

Nine months ended September 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 — — — 105,943 — 105,943

Other comprehensive income, net of tax of $ 7,287

— — — — ( 26,365 ) ( 26,365 )

Total comprehensive income — — — 105,943 ( 26,365 ) 79,578

Adoption of ASU No.

2022-02 — — — ( 329 ) — ( 329 )

Exercise of stock options 53,207 1 609 — — 610

Stock-based compensation expense 75,554 1 3,334 — — 3,335

Stock-based compensation forfeited ( 56,260 ) ( 1 ) 1 — — —

Dividends paid ($ 0.60 per share)

— — — ( 76,249 ) — ( 76,249 )

Ending balance at September 30, 2023 127,101,349 $ 1,271 1,023,591 671,092 ( 197,523 ) 1,498,431

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

See accompanying notes to unaudited Consolidated Financial Statements.

3 unchanged sentences

(in thousands)

Nine months ended September 30,

Three months ended March 31,

Operating activities:

2 unchanged sentences

Provision for credit losses 7,911 3,435

Loss on sale of investments 39,413 8,306

Net (gain)/loss on sale of assets ( 5,646 ) 743

Net loss on sale of assets ( 101 ) ( 6,023 )

Mortgage banking activity ( 670 ) ( 794 )

Gain on sale of SBA loans ( 1,143 ) ( 852 )

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

Net depreciation, amortization and accretion 596 4,646

Decrease/(increase) in other assets 44,932 ( 114,158 )

Increase in other liabilities 19,721 15,617

Decrease in other assets 65,841 33,565

Decrease in other liabilities ( 16,895 ) ( 2,427 )

Net amortization on marketable securities ( 51 ) 625

1 unchanged sentence

Noncash write-down of other assets 160 5,929

Deferred income tax expense 2,641 ( 3,610 )

Origination of loans held-for-sale ( 35,979 ) ( 43,052 )

5 unchanged sentences

Proceeds from maturities and principal reductions of marketable securities available-for-sale 20,556 20,501

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

Proceeds from bank-owned life insurance 874 2,798

Loan originations ( 915,437 ) ( 1,055,402 )

Proceeds from sale of mortgage servicing rights — 13,118

Proceeds from loan maturities and principal reductions 879,505 962,835

2 unchanged sentences

Purchases of premises and equipment, net ( 1,822 ) ( 5,471 )

Net cash provided by/(used in) investing activities 99,067 ( 178,256 )

Net cash used in investing activities ( 45,936 ) ( 143,587 )

Financing activities:

Net increase in deposits 29,602 91,742

Net decrease in short-term borrowings ( 194,521 ) ( 76,578 )

Decrease in advances by borrowers for taxes and insurance ( 20,553 ) ( 19,960 )

Net (decrease)/increase in short-term borrowings ( 3,061 ) 1,888

Increase in advances by borrowers for taxes and insurance 2,079 1,717

Cash dividends paid on common stock ( 25,502 ) ( 25,422 )

Proceeds from stock options exercised 31 20

Net cash (used in)/provided by financing activities ( 199,086 ) 153,157

Net increase in cash and cash equivalents $ 104,623 22,630

Net cash provided by financing activities 3,149 69,945

Net increase/(decrease) in cash and cash equivalents $ 64,825 ( 2,941 )

Cash and cash equivalents at beginning of period $ 288,378 122,260

Net increase in cash and cash equivalents 104,623 22,630

Net increase/(decrease) in cash and cash equivalents 64,825 ( 2,941 )

Cash and cash equivalents at end of period $ 353,203 119,319

5 unchanged sentences

Loan foreclosures and repossessions $ 850 1,148

Sale of real estate owned financed by the Company — 70

See accompanying notes to unaudited Consolidated Financial Statements.

2 unchanged sentences

Northwest Bancshares, Inc.

(the “Company” or “NWBI”), a Maryland corporation headquartered in Columbus, Ohio, is a bank holding company regulated by the Board of Governors of the Federal Reserve System (“FRB”).

The primary activity of the Company is the ownership of all of the issued and outstanding common stock of Northwest Bank, a Pennsylvania-chartered savings bank (“Northwest”).

Northwest is regulated by the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking.

Northwest operates 141 community-banking offices throughout Pennsylvania, Western New York, Eastern Ohio, and Indiana.

The accompanying unaudited Consolidated Financial Statements include the accounts of the Company and its subsidiary, Northwest, and Northwest’s subsidiaries Northwest Capital Group, Inc., Great Northwest Corporation, and Mutual Federal Interest Company, Inc.

(the “Company” or “Northwest”), a Maryland corporation headquartered in Columbus, Ohio, is a bank holding company regulated by the Board of Governors of the Federal Reserve Board (“FRB”).

The primary activity of the Company is the ownership of all of the issued and outstanding common stock of Northwest Bank, a Pennsylvania-chartered savings bank (“Northwest Bank”).

Northwest Bank is regulated by the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking and Securities.

Northwest Bank operates 141 community-banking offices throughout Pennsylvania, Western New York, Eastern Ohio, and Indiana.

The accompanying unaudited Consolidated Financial Statements include the accounts of the Company and its subsidiary, Northwest Bank, and Northwest’s subsidiaries Northwest Capital Group, Inc., Great Northwest Corporation, and Mutual Federal Interest Company, Inc.

The unaudited Consolidated Financial Statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X.

3 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 September 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

In March 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-02, " Investments—Equity Method and Joint Ventures (Topic 323):

Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method ." This ASU allows reporting entities to elect to account for qualifying tax equity investments using the proportional amortization method, regardless of the program giving rise to the related income tax credits.

Entities must make an accounting policy election to apply the proportional amortization method on a tax credit-program-by-tax-credit-program basis.

The ASU’s amendments also remove the specialized guidance for low-income-housing tax credit ("LIHTC") investments that are not accounted for using the proportional amortization method and instead require that those LIHTC investments be accounted for using the guidance in other accounting standards.

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 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.

The results of operations for the quarter ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any other period.

(2) Marketable Securities

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

The following table shows the portfolio of marketable securities available-for-sale at March 31, 2025 (in thousands):

Debt issued by the U.S government and agencies:

7 unchanged sentences

Corporate debt issues:

Due in one year or less 5,486 1 ( 58 ) 5,429

Due after five years through ten years 19,968 773 ( 57 ) 20,684

Due after ten years 3,000 5 — 3,005

Mortgage-backed securities:

8 unchanged sentences

government and agencies:

Due after one year through five years $ 20,000 — ( 1,135 ) 18,865

Due after ten years $ 45,289 — ( 9,898 ) 35,391

1 unchanged sentence

Due after one year through five years 122 — ( 4 ) 118

Due after five years through ten years 386 — ( 12 ) 374

Municipal securities:

3 unchanged sentences

Corporate debt issues:

Due in one year or less 5,485 — ( 78 ) 5,407

Due after five years through ten years 19,944 815 ( 65 ) 20,694

6 unchanged sentences

Total marketable securities available-for-sale $ 1,278,665 1,197 ( 170,918 ) 1,108,944

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

The following table shows the portfolio of marketable securities held-to-maturity at March 31, 2025 (in thousands):

Debt issued by government-sponsored enterprises:

Due in one year or less $ 16,478 — ( 497 ) 15,981

Due after one year through five years 107,985 — ( 11,667 ) 96,318

Due after five years through ten years 15,000 — ( 1,923 ) 13,077

Mortgage-backed securities:

8 unchanged sentences

Due after one year through five years $ 124,462 — ( 14,464 ) 109,998

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

Mortgage-backed securities:

5 unchanged sentences

Total marketable securities held-to-maturity $ 750,586 1 ( 112,639 ) 637,948

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

The following table shows the contractual maturity of our mortgage-backed securities available-for-sale at March 31, 2025 (in thousands):

Mortgage-backed securities:

4 unchanged sentences

Total mortgage-backed securities $ 1,163,090 1,030,525

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

The following table shows the contractual maturity of our mortgage-backed securities held-to-maturity at March 31, 2025 (in thousands):

Mortgage-backed securities:

4 unchanged sentences

Total mortgage-backed securities $ 611,446 525,504

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 September 30, 2024 (in thousands):

Less than 12 months 12 months or more Total

17 unchanged sentences

Total $ 313,235 ( 3,764 ) 1,310,418 ( 279,793 ) 1,623,653 ( 283,557 )

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of September 30, 2024, which were comprised of 325 individual securities, represent 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 March 31, 2025, which were comprised of 328 individual securities, represent 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 September 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.

As of March 31, 2025, 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 September 30, 2024.

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

The following table presents the credit quality of our held-to-maturity securities, based on the latest information available as of March 31, 2025 (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 September 30, 2024.

All of our held-to-maturity securities were current in their payment of principal and interest as of March 31, 2025.

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

4 unchanged sentences

(3) Loans Receivable

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

September 30, 2024 December 31, 2023

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

The following tables excludes loans held for sale.

The following table shows a summary of our loans receivable at amortized cost basis at March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025 December 31, 2024

Personal Banking:

12 unchanged sentences

Total loans receivable, net (1) 11,093,636 11,063,195

(1) Includes originated and loan pools purchased in an asset acquisition.

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

(3) Includ es $ 9 million of l oans held-for-sale at September 30, 2024 and December 31, 2023.

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

(5) Includes $ 60 million and $ 68 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at September 30, 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 September 30, 2024 (in thousands):

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

Allowance for Credit Losses

Personal Banking:

Residential mortgage loans $ 13,553 ( 1,444 ) ( 255 ) 253 14,999

Home equity loans 4,704 187 ( 890 ) 197 5,210

Vehicle loans 22,162 2,371 ( 2,064 ) 491 21,364

Consumer loans 1,869 1,327 ( 1,496 ) 370 1,668

Total Personal Banking 42,288 2,441 ( 4,705 ) 1,311 43,241

Commercial Banking:

Commercial real estate loans 48,613 ( 1,577 ) ( 475 ) 106 50,559

Commercial real estate loans - owner occupied 3,849 223 — 11 3,615

Commercial loans 31,063 4,640 ( 1,580 ) 348 27,655

Total Commercial Banking 83,525 3,286 ( 2,055 ) 465 81,829

Total $ 125,813 5,727 ( 6,760 ) 1,776 125,070

Allowance for Credit Losses - off-balance sheet exposure

Personal Banking:

Residential mortgage loans $ — ( 1 ) — — 1

Home equity loans 59 ( 4 ) — — 63

Total Personal Banking 59 ( 5 ) — — 64

Commercial Banking:

Commercial real estate loans 3,407 ( 1,043 ) — — 4,450

Commercial real estate loans - owner occupied 159 8 — — 151

Commercial loans 9,308 188 — — 9,120

Total Commercial Banking 12,874 ( 847 ) — — 13,721

Total off-balance sheet exposure $ 12,933 ( 852 ) — — 13,785

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 September 30, 2023 (in thousands):

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

Allowance for Credit Losses

Personal Banking:

Residential mortgage loans $ 17,090 ( 370 ) ( 171 ) 75 17,556

Home equity loans 5,044 201 ( 320 ) 161 5,002

Vehicle loans 27,226 984 ( 1,524 ) 483 27,283

Consumer loans 1,202 1,436 ( 1,561 ) 317 1,010

Total Personal Banking 50,562 2,251 ( 3,576 ) 1,036 50,851

Commercial Banking:

Commercial real estate loans 48,582 ( 1,110 ) ( 484 ) 120 50,056

Commercial real estate loans - owner occupied 3,479 ( 30 ) — 11 3,498

Commercial loans 22,218 2,872 ( 1,286 ) 614 20,018

Total Commercial Banking 74,279 1,732 ( 1,770 ) 745 73,572

Total $ 124,841 3,983 ( 5,346 ) 1,781 124,423

Allowance for Credit Losses - off-balance sheet exposure

Personal Banking:

Residential mortgage loans $ 3 ( 1 ) — — 4

Home equity loans 67 3 — — 64

Total Personal Banking 70 2 — — 68

Commercial Banking:

Commercial real estate loans 4,797 ( 2,858 ) — — 7,655

Commercial real estate loans - owner occupied 140 ( 180 ) — — 320

Commercial loans 7,971 55 — — 7,916

Total Commercial Banking 12,908 ( 2,983 ) — — 15,891

Total off-balance sheet exposure $ 12,978 ( 2,981 ) — — 15,959

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

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

(1) Includes $ 63 million and $ 60 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at March 31, 2025 and December 31, 2024, respectively.

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, 2025 (in thousands):

Balance as of March 31, 2025 Current period provision Charge-offs Recoveries Balance as of December 31, 2024

Allowance for Credit Losses

13 unchanged sentences

Personal Banking:

Residential mortgage loans $ — ( 2 ) — — 2

Home equity loans $ 61 ( 1 ) — — 62

6 unchanged sentences

Total off-balance sheet exposure $ 13,604 ( 345 ) — — 13,949

September 30,

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

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

Allowance for Credit Losses

22 unchanged sentences

Total off-balance sheet exposure $ 16,324 ( 799 ) — — 17,123

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

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at March 31, 2025 (in thousands):

receivable Allowance for

30 unchanged sentences

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 period ended September 30, 2024 (in thousands):

September 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

The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the period ended March 31, 2025 (in thousands):

March 31, 2025

Nonaccrual loans at January 1, 2025 Nonaccrual loans with an allowance Nonaccrual loans with no allowance Total nonaccrual loans at the end of the period

Personal Banking:

10 unchanged sentences

Total $ 61,401 50,161 8,589 58,750

During the three and nine months ended September 30, 2024, we d id no t recognize any interest income on nonaccrual loans.

During the three months ended March 31, 2025, we d id 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, 2024 (in thousands):

December 31, 2024

Nonaccrual loans at January 1, 2023 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

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

Personal Banking:

12 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 September 30, 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 March 31, 2025 (in thousands):

Real estate Equipment Other Total

5 unchanged sentences

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

Real estate Total

Real estate Equipment Other Total

Commercial Banking:

13 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 September 30,

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

Personal Banking:

Residential mortgage loans $ — $ 494 — 0.02 % 192 — 0.01 %

Home equity loans — 29 — 0.00 % 122 85 0.02 %

Consumer loans

— — 11 0.01 % — — — %

Total Personal Banking — 523 11 0.01 % 314 85 0.01 %

Commercial Banking:

Commercial real estate loans 1,357 — — 0.05 % — — — %

Commercial loans — 35 — — % 15 — — %

Total Commercial Banking 1,357 35 — 0.03 % 15 — — %

Total $ 1,357 $ 558 11 0.02 % 329 85 0.00 %

For the nine months ended September 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

For the quarter ended March 31,

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

Personal Banking:

Residential mortgage loans $ — $ 31 — 0.00 % 364 490 — 0.03 %

$ — 979 — — 0.03 % 450 — 0.01 %

Home equity loans — 89 — 0.01 % — 552 84 0.05 %

4 unchanged sentences

Commercial real estate loans 30 1,827 — 0.08 % 28,877 243 — 1.09 %

Commercial real estate loans - owner occupied — — 680 — 0.19 % — — — %

Commercial loans 1,785 8 10 0.09 % — 56 10 — %

2 unchanged sentences

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 September 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

Personal Banking:

Residential mortgage loans — % 156 0 — % 169

Home equity loans — % 105 0 5 % 112

Consumer loans 5 % 10 0 12 % 0

Total Personal Banking 5 % 151 0 17 % 140

Commercial Banking:

Commercial real estate loans — % 0 0.3 — % 0

Commercial loans — % 6 0 — % 23

Total Commercial Banking — % 6 0.3 — % 23

Total loans 5 % 142 0.3 17 % 135

For the nine months ended September 30,

For the quarter ended March 31,

Personal Banking:

5 unchanged sentences

Commercial real estate loans — % 5 0.5 — % 106 1.0

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

Commercial loans 1 % 89 0.8 4 % 118 0

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 September 30, 2024 (in thousands) :

The following table presents the performance of loans that such loans have been modified within the previous twelve months of March 31, 2025 (in thousands) :

Current 30-59 days

12 unchanged sentences

Total loans $ 3,223 8 — 2,043

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

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

Current 30-59 days

12 unchanged sentences

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 September 30, 2024 and were modified within the previous twelve months to borrowers experiencing financial difficulty (in thousands) :

Term extension

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

For the quarter ended March 31,

Term extension Payment delay Term extension Payment delay

Personal Banking:

2 unchanged sentences

Total Personal Banking 25 191 17 364

The following table provides the amortized cost basis of financing receivables that had a payment default during the period ended September 30, 2023 and were modified since the adoption of ASU 2022-02 to borrowers experiencing financial difficulty (in thousands) :

Term extension

Commercial Banking:

Commercial real estate loans 1,827 — —

Commercial loans 648

Total Commercial Banking 1,827 — — —

Total $ 1,852 $ 191 17 364

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 September 30, 2024 (in thousands):

The following table provides information related to the amortized cost basis of loan payment delinquencies at March 31, 2025 (in thousands):

delinquent 60-89 days

2 unchanged sentences

delinquency Current Total loans

receivable 90 days or

Personal Banking:

15 unchanged sentences

delinquency Current Total loans

receivable 90 days or

Personal Banking:

43 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 September 30, 2024 (in thousands):

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

YTD March 31, 2025 2024 2023 2022 2021 Prior Revolving loans Revolving loans converted to term loans Total loans

Personal Banking:

41 unchanged sentences

Total loans $ 501,784 1,617,375 1,312,366 1,828,280 1,411,099 3,364,337 1,101,650 79,554 11,216,445

For the nine months ended September 30, 2024, $ 13 million of revolving loans were converted to term loans.

For the three months ended March 31, 2025, $ 5 million of revolving loans were converted to term loans.

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, 2024 (in thousands):

50 unchanged sentences

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Amortizable intangible assets:

3 unchanged sentences

Total intangible assets - net $ 2,334 2,837

The following table shows the actual aggregate amortization expense for the quarters ended September 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 September 30, 2024 $ 590

For the quarter ended September 30, 2023 795

For the nine months ended September 30, 2024 1,926

For the nine months ended September 30, 2023 2,546

For the year ending December 31, 2024 2,452

The following table shows the actual aggregate amortization expense for the quarters ended March 31, 2025 and 2024, 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, 2025 $ 504

For the quarter ended March 31, 2024 701

For the year ending December 31, 2025 1,662

3 unchanged sentences

Balance at December 31, 2024 $ 380,997

Balance at September 30, 2024 $ 380,997

Balance at March 31, 2025 $ 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.

As of March 31, 2025, there were no events or changes in circumstances that would cause us to update that year’s goodwill impairment test and we concluded there was no impairment of goodwill as of such dates.

(5) Borrowed Funds

(a) Borrowings

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

September 30, 2024 December 31, 2023

Borrowed funds at March 31, 2025 and December 31, 2024 are presented in the following table (dollars in thousands):

March 31, 2025 December 31, 2024

Amount Average rate Amount Average rate

Term notes payable to the FHLB of Pittsburgh, due within one year $ 175,000 4.61 % $ 175,000 4.64 %

Notes payable to the FHLB of Pittsburgh, due within one year — — % 163,500 5.70 %

Collateralized borrowings, due within one year 18,672 1.75 % 22,323 1.73 %

2 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 September 30, 2024, the carrying value of these loans was $ 5.8 billion.

At March 31, 2025, the carrying value of these loans was $ 5.7 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 September 30, 2024 there was no balance on the revolving line of credit, and at December 31, 2023 the balance was $ 164 million.

At September 30, 2024 and December 31, 2023, collateralized borrowings due within one year were $ 22 million and $ 35 million, respectively.

There was no balance on the revolving line of credit at March 31, 2025 and December 31, 2024.

At March 31, 2025 and December 31, 2024, collateralized borrowings due within one year were $ 19 million and $ 22 million, respectively.

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

At September 30, 2024, the carrying value of the cash and securities used as collateral was $ 37 million.

At September 30, 2024 and December 31, 2023, collateral received was $ 8 million and $ 25 million, respectively.

At March 31, 2025, the carrying value of the cash and securities used as collateral was $ 36 million.

At March 31, 2025 and December 31, 2024, collateral received was $ 4 million and $ 3 million, respectively.

This represents collateral posted to us from our derivative counterparties.

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

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

$ 25 million at 5.15 % maturing October 28, 2024;

$ 25 million at 5.09 % maturing October 31, 2024;

$ 25 million at 5.15 % maturing November 8, 2024;

$ 25 million at 5.16 % maturing November 12, 2024;

$ 25 million at 5.17 % maturing November 19, 2024;

$ 25 million at 5.14 % maturing November 29, 2024.

At March 31, 2025 and December 31, 2024, term notes payable to the FHLB of Pittsburgh due within one year were $ 175 million.

The The March 31, 2025 total is made up of seven advances each for $ 25 million.

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.

The subordinated notes, which qualify as Tier 2 capital, bear interest at an annual rate of 4.00 %, payable semi-annually in arrears commencing on March 15, 2021, and a floating rate of interest equivalent to the 3-month Secured Overnight Financing Rate (“SOFR”) plus 3.89 % payable quarterly in arrears commencing on December 15, 2025.

During the year ended December 31, 2023 the Company repurchased $ 10 million of subordinated notes leaving $ 115 million of subordinated notes outstanding.

During 2022 the Company repurchased $ 10 million of subordinated notes leaving $ 115 million of subordinated notes outstanding.

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

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

For the nine months ended September 30, 2024 and September 30, 2023 total interest expense paid on the subordinate notes was $ 4 million.

At March 31, 2025 and December 31, 2024, subordinated debentures, net of issuance costs, were $ 115 million.

For the quarters ended March 31, 2025 and March 31, 2024 total interest expense paid on the subordinate notes was $ 1 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 September 30, 2024 December 31, 2023

Maturity date Interest rate Capital debt securities March 31, 2025 December 31, 2024

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 nine month periods ended September 30, 2024 and September 30, 2023 total interest expense paid on trust preferred securities was $ 7 million.

For the quarters ended March 31, 2025 and March 31, 2024 total interest expense paid on trust preferred securities was $ 2 million.

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.

4 unchanged sentences

• the trusts to register as an investment company;

• the preferred securities to no longer qualify as Tier I capital.

• the preferred securities to no longer qualify as Tier 1 capital.

We may, at any time, dissolve any of the Trusts and distribute the debentures to the trust security holders, subject to receipt of any required regulatory approvals.

6 unchanged sentences

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

At September 30, 2024, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $ 58 million, of which $ 41 million is fully collateralized.

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

At March 31, 2025, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $ 57 million, of which $ 41 million is fully collateralized.

At March 31, 2025, we had a liability which represents deferred income of $ 2 million related to the standby letters of credit.

In addition, we maintain a $ 20 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 $ 2 million at September 30, 2024.

These issued credit cards had an outstanding balance of $ 3 million at March 31, 2025.

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

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

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 EPS for the quarters ended March 31, 2025 and 2024 and the treasury stock method was used to determine diluted earnings per share for the quarters ended March 31, 2025 and 2024.

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

Quarter ended September 30, Nine months ended September 30,

2024 2023 2024 2023

Quarter ended March 31,

Numerator for earnings per share - Basic and Diluted:

16 unchanged sentences

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 September 30,

Pension benefits Other post-retirement benefits

2024 2023 2024 2023

Service cost $ 1,425 1,560 — —

Interest cost 2,205 2,245 15 7

Expected return on plan assets ( 3,776 ) ( 3,479 ) — —

Amortization of prior service cost ( 563 ) ( 564 ) — —

Amortization of the net loss 18 20 10 10

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

Nine months ended September 30,

Quarter ended March 31,

Pension benefits Other post-retirement benefits

35 unchanged sentences

government obligations.

Certain debt securities which were AAA rated at purchase do not have an active market, and as such we have used an alternative method to determine the fair value of these securities.

The fair value has been determined using a discounted cash flow model using market assumptions, which generally include cash flow, collateral and other market assumptions.

As such, securities which otherwise would have been classified as Level 2 securities if an active market for those assets or similar assets existed are included herein as Level 3 assets.

Debt Securities — held-to-maturity - The fair value of debt securities held-to-maturity is determined in the same manner as debt securities available-for-sale.

26 unchanged sentences

The fair value of forward sale commitments is based on quoted prices from the secondary market based on the settlement date of the contracts.

Cash Flow Hedges, Interest Rate and Foreign Exchange Swap Agreements and Risk Participation Agreements

Interest Rate and Foreign Exchange Swap Agreements and Risk Participation Agreements

The fair value of interest rate swaps is based upon the present value of the expected future cash flows using the SOFR discount curve, the basis for the underlying interest rate.

6 unchanged sentences

The proprietary models are based upon financial principles and assumptions that we believe to be reasonable.

Risk participation agreements are entered into when Northwest purchases a portion of a commercial loan that has an interest rate swap.

Northwest assumes credit risk on its portion of the interest rate swap should the borrower fail to pay as agreed.

Risk participation agreements are entered into when Northwest Bank purchases a portion of a commercial loan that has an interest rate swap.

Northwest Bank assumes credit risk on its portion of the interest rate swap should the borrower fail to pay as agreed.

The value of risk participation agreements is determined based on the value of the swap after considering the credit quality, probability of default, and loss given default of the borrower.

3 unchanged sentences

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

At September 30, 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 September 30, 2024 (in thousands):

At March 31, 2025 and December 31, 2024, 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, 2025 (in thousands):

amount Estimated

fair value Level 1 Level 2 Level 3

fair value Level 1 Level 2 Level 3 Netting

Adjustments (1)

Financial assets:

26 unchanged sentences

amount Estimated

fair value Level 1 Level 2 Level 3

fair value Level 1 Level 2 Level 3 Netting

Adjustments (1)

Financial assets:

7 unchanged sentences

Forward commitments 34 34 — 34 — —

Forward exchange swaps 199 199 — 199 — —

Interest rate swaps designated as hedging instruments 1,497 1,497 — 1,529 — ( 32 )

14 unchanged sentences

Total financial liabilities $ 12,631,617 12,626,720 9,701,963 153,801 2,805,192 ( 34,236 )

(1) Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and cash collateral held or placed with the same counterparties.

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 September 30, 2024 and December 31, 2023.

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

Level 1 Level 2 Level 3 Total assets

The methods and assumptions detailed above were used in estimating the fair value of financial instruments at both March 31, 2025 and December 31, 2024.

The following table represents assets and liabilities measured at fair value on a recurring basis at March 31, 2025 (in thousands):

Level 1 Level 2 Level 3 Netting Adjustments (1) Total assets

at fair value

27 unchanged sentences

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

Level 1 Level 2 Level 3 Total assets

Level 1 Level 2 Level 3 Netting

Adjustment (1) Total assets

at fair value

17 unchanged sentences

Forward commitments — 34 — — 34

Foreign exchange swaps — 199 — — 199

Interest rate swaps designated as hedging instruments — 1,529 — ( 32 ) 1,497

6 unchanged sentences

Total liabilities $ — 37,819 — ( 2,362 ) 35,425

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 September 30, For the nine months ended September 30,

2024 2023 2024 2023

For the quarter ended March 31,

Beginning balance, $ 342 641

1 unchanged sentence

Net activity 91 ( 162 )

Transfers from Level 3 — —

Transfers into Level 3 — —

Ending balance $ 433 479

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 September 30, 2024 (in thousands):

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans individually assessed, real estate owned, and MSRs.

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, 2025 (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 September 30, 2024 (in thousands):

Fair value Valuation techniques Significant

14 unchanged sentences

Derivatives Designated as Hedging Instruments

During the year ended December 31, 2023 the Company entered into seven separate pay-fixed interest rate swaps in order to synthetically convert short-term three month FHLB advances to fixed-rate term funding with an aggregate value of $ 175 million with maturities ranging from three to five years .

As of March 31, 2025, the Company had entered into seven separate pay-fixed interest rate swaps in order to synthetically convert short-term three month FHLB advances to fixed-rate term funding with an aggregate value of $ 175 million with maturities ranging from three to five years .

Our risk management objective and strategy for these interest rate swaps at such time was to reduce our exposure to variability in interest-related cash outflows attributable to changes in the USD-SOFR swap rate, the designated benchmark interest rate being hedged.

3 unchanged sentences

A hedging relationship that is determined to not be highly effective no longer qualifies for hedge accounting and any gain or loss is recognized immediately into earnings.

Amount reclassified into earnings are included in interest expense in the Consolidated Statement of Income.

Amounts reclassified into earnings are included in interest expense in the Consolidated Statement of Income.

Derivatives Not Designated as Hedging Instruments

7 unchanged sentences

Interest rate lock commitments on loans held-for-sale are carried at fair value in other assets on the Consolidated Statement of Financial Condition.

Northwest sells loans to the secondary market on a mandatory or best efforts basis.

Northwest Bank sells loans to the secondary market on a mandatory or best efforts basis.

The loans sold on a mandatory basis commit us to deliver a specific principal amount of mortgage loans to an investor at a specified price, by a specified date, or the commitment must be paired off.

5 unchanged sentences

These risk participation agreements are recorded within other liabilities on the Consolidated Statement of Financial Condition at their estimated fair value.

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

Changes to the fair value of 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 at the dates indicated (in thousands):

1 unchanged sentence

Notional amount Fair value Notional amount Fair value

At September 30, 2024

At March 31, 2025

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 September 30, For the nine months ended September 30,

2024 2023 2024 2023

For the quarter ended March 31,

Hedging derivatives:

2 unchanged sentences

(Decrease)/increase in other income ( 381 ) 287

(Decrease)/increase in mortgage banking income ( 73 ) ( 221 ) 135 ( 46 )

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

Increase/(decrease) in mortgage banking income 162 ( 115 )

The following table presents information regarding our derivative financial instruments designated as hedging for the quarter ended March 31, 2025 (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 $ ( 1,318 )

Our derivatives are presented on a net basis taking into consideration the effects of legally enforceable master netting agreements.

Additionally, collateral exchanged with counterparties is also netted against the applicable derivative fair values.

We enter into derivative transactions with two primary groups, banks and our customers.

Different methods are utilized for managing counterparty credit exposure and credit risk for each of these groups.

The following tables present the gross amounts of these assets and liabilities with any offsets to arrive at the net amounts recognized in the Consolidated Statements of Financial Condition as of March 31, 2025 (dollars in thousands).

Derivative assets Gross amounts of

recognized assets Gross amounts offset in

the consolidated statement

of financial condition Net amounts of

assets presented in the consolidated of condition

Interest rate swaps - hedging $ 585 ( 585 ) —

Interest rate swaps - not hedging 33,100 ( 24,060 ) 9,040

Derivative liabilities Gross amounts of

recognized liabilities Gross amounts offset in

the consolidated statement

of financial condition Net amounts of

liabilities presented in

the consolidated of condition

Interest rate swaps - hedging 727 ( 727 ) —

Interest rate swaps - not hedging 33,255 ( 6,916 ) 26,339

Derivative assets Gross amounts of

recognized assets Gross amounts offset in

the consolidated statement

of financial condition Net amounts of

assets presented in the consolidated of condition

Interest rate swaps - hedging $ 1,529 ( 32 ) 1,497

Interest rate swaps - not hedging 37,697 ( 34,204 ) 3,493

Derivative liabilities Gross amounts of

recognized liabilities Gross amounts offset in

the consolidated statement

of financial condition Net amounts of

liabilities presented in

the consolidated of condition

Interest rate swaps - hedging $ 32 ( 32 ) —

Interest rate swaps - not hedging 37,767 ( 2,362 ) 35,405

(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 September 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.

As of March 31, 2025, 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 September 30, 2024

For the quarter ended March 31, 2025

on securities

3 unchanged sentences

pension plans Total

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

Balance as of December 31, 2024 $ ( 130,248 ) 1,159 18,175 ( 110,914 )

Other comprehensive/(loss) income before reclassification adjustments (1) (2) 13,863 ( 1,261 ) — 12,602

1 unchanged sentence

Net other comprehensive income/(loss) 13,863 ( 1,261 ) ( 169 ) 12,433

Balance as of September 30, 2024 $ ( 105,012 ) ( 1,544 ) 378 ( 106,178 )

For the quarter ended September 30, 2023

Balance as of March 31, 2025 $ ( 116,385 ) ( 102 ) 18,006 ( 98,481 )

For the quarter ended March 31, 2024

on securities

3 unchanged sentences

pension plans Total

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

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

Other comprehensive (loss)/income before reclassification adjustments (4) (5) ( 5,698 ) 2,154 — ( 3,544 )

1 unchanged sentence

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

Balance as of September 30, 2023 $ ( 192,987 ) 3,562 ( 8,098 ) ( 197,523 )

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

(1) Consists of unrealized holding gains, net of tax of ($ 4,483 ) .

(2) Consists of realized losses, net of tax of $ 0 .

(2) Change in fair value of interest rate swaps, net of tax $ 378 .

1 unchanged sentence

(4) Consists of unrealized holding losses, net of tax of $ 1,758 .

(6) Consists of realized losses, net of tax of $ 0 .

(5) Change in fair value of interest rate swaps, net of tax ($ 630 ) .

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

For the nine months ended September 30, 2024

on securities

available-for-sale Change in

rate swaps Change in

defined benefit

pension plans Total

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

Other comprehensive income/(loss) before reclassification adjustments (1) (3) 18,858 ( 1,170 ) — 17,688

Amounts reclassified from accumulated other comprehensive income (2) (4) 26,789 — ( 1,163 ) 25,626

Net other comprehensive income/(loss) 45,647 ( 1,170 ) ( 1,163 ) 43,314

Balance as of September 30, 2024 $ ( 105,012 ) ( 1,544 ) 378 ( 106,178 )

For the nine months ended September 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) ( 34,417 ) 3,562 — ( 30,855 )

Amounts reclassified from accumulated other comprehensive income (6) (8) 5,636 — ( 1,146 ) 4,490

Net other comprehensive loss ( 28,781 ) 3,562 ( 1,146 ) ( 26,365 )

Balance as of September 30, 2023 $ ( 192,987 ) 3,562 ( 8,098 ) ( 197,523 )

(1) Consists of unrealized holding gains, net of tax of ($ 7,054 ) .

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

(3) Change in fair value of interest rate swaps, net of tax $ 342 .

(4) Consists of realized gains, net of tax of $ 442 .

(5) Consists of unrealized holding losses, net of tax $ 9,603 .

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

(7) Change in fair value of interest rate swaps, net of tax ($ 1,041 ) .

(8) Consists of realized gains, net of tax of $ 456 .

(13) Segment Information

The Company’s reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker, based upon information provided about the Company’s products and services offered, primarily banking operations.

Our one operating segment, Banking, is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review performance of the various components of the business such as branches and lending, which are then aggregated because operating performance, products/services and customers are similar.

The chief operating decision maker will evaluate the financial performance of the Company’s business components such as by evaluating revenue streams, significant expenses and budget to actual results in assessing the Company’s segment and in the determination of allocating resources.

The information reviewed is on a consolidated basis and discrete financial information is not available.

The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets.

The chief operating decision maker uses consolidated net income through return on average assets and return on average equity and the efficiency ratio, as well as loan growth to benchmark the Company against its competitors.

The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation.

Loans, investments, and deposits provide the revenues in the banking operation.

Interest expense, provisions for credits losses and payroll provide the significant expenses in the banking operating.

All operations are domestic.

Accounting policies for segment are the same as those described in Note 1 of the Notes to the Consolidated Financial Statements in Item 8 of Part II of our 2024 Annual Report on Form 10-K.

Segment performance is evaluated using consolidated net income.

Information reported internally for performance assessment by the chief operating decision maker follows, inclusive of reconciliations of significant segment totals to the financial statements:

Banking Segment

Quarter ended March 31,

Interest income $ 180,595 160,239

Reconciliation of revenue

Service charges and fees 14,987 15,523

Trust and other financial services income 7,910 7,127

Other revenue (1)

Consolidated revenues $ 208,950 188,202

Interest expense 52,777 57,001

Segment net interest income and noninterest income $ 156,173 131,201

Provision for credit losses 7,911 3,435

Compensation and employee benefits 54,540 51,540

Processing expenses 13,990 14,725

Premises and occupancy costs 8,400 7,627

Professional services 2,756 4,065

Office operations 2,977 2,767

Federal deposit insurance premiums 2,328 3,023

Other segment items (2) 6,746 6,277

Income tax expense 13,067 8,579

Segment net income/consolidated net income $ 43,458 29,163

(1) Other revenues include loan sales, gain on real estate owned, income from bank owned life insurance and other operating income.

(2) Other segment items include expenses for collections, marketing, amortization of intangibles, merger, asset disposition and restructuring and other operating expense.

Banking Segment

Quarter ended March 31,

Other segment disclosures

Interest income $ 180,595 160,239

Interest expense 52,777 57,001

Depreciation 2,775 2,894

Amortization 504 701

Other significant noncash items:

Provision for credit losses 7,911 3,435

Segment assets 14,453,727 14,510,263

Expenditures for segment assets 1,822 5,471

(14) Subsequent Events

On April 23, 2025, the Company announced that it has received all regulatory and shareholder approvals required to complete the merger with Penns Woods Bancorp, Inc.

The merger is expected to close in the third quarter of 2025, subject to the satisfaction of customary closing conditions.

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