Northwest Bancshares, Inc. 10-Q

Item 1. FINANCIAL STATEMENTS NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited) (in thousands, except share data) March 31, 2025 December 31, 2024 Assets Cash and cash equivalents $ 353,203 288,378 Marketable securities available-for-sale (amortized cost of $ 1,304,760 and $ 1,278,665 , respectively) 1,153,385 1,108,944 Marketable securities held-to-maturity (fair value of $ 637,803 and $ 637,948 , respectively) 735,909 750,586 Total cash and cash equivalents and marketable securities 2,242,497 2,147,908 Loans held-for-sale 71,206 76,331 Loans held for investment 11,216,445 11,180,014 Allowance for credit losses ( 122,809 ) ( 116,819 ) Loans receivable, net 11,093,636 11,063,195 FHLB stock, at cost 17,941 21,006 Accrued interest receivable 45,949 46,356 Real estate owned, net 80 35 Premises and equipment, net 123,138 124,246 Bank-owned life insurance 254,444 253,137 Goodwill 380,997 380,997 Other intangible assets, net 2,334 2,837 Other assets 221,505 292,176 Total assets $ 14,453,727 14,408,224 Liabilities and shareholders’ equity Liabilities: Noninterest-bearing demand deposits $ 2,640,943 2,621,415 Interest-bearing demand deposits 2,590,568 2,666,504 Money market deposit accounts 2,124,293 2,007,739 Savings deposits 2,221,901 2,171,251 Time deposits 2,596,451 2,677,645 Total deposits 12,174,156 12,144,554 Borrowed funds 197,270 200,331 Subordinated debt 114,625 114,538 Junior subordinated debentures 129,899 129,834 Advances by borrowers for taxes and insurance 44,121 42,042 Accrued interest payable 6,843 6,935 Other liabilities 157,858 173,134 Total liabilities 12,824,772 12,811,368 Shareholders’ equity: Preferred stock, $ 0.01 par value: 50,000,000 authorized, no shares issued — — Common stock, $ 0.01 par value: 500,000,000 shares authorized, 127,736,303 and 127,508,003 shares issued and outstanding, respectively 1,277 1,275 Additional paid-in capital 1,035,093 1,033,385 Retained earnings 691,066 673,110 Accumulated other comprehensive loss ( 98,481 ) ( 110,914 ) Total shareholders’ equity 1,628,955 1,596,856 Total liabilities and shareholders’ equity $ 14,453,727 14,408,224 See accompanying notes to unaudited Consolidated Financial Statements. 1 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands, except share data) Quarter ended March 31, 2025 2024 Interest income: Loans receivable $ 164,638 149,571 Mortgage-backed securities 11,730 7,944 Taxable investment securities 933 794 Tax-free investment securities 512 491 FHLB stock dividends 366 607 Interest-earning deposits 2,416 832 Total interest income 180,595 160,239 Interest expense: Deposits 47,325 47,686 Borrowed funds 5,452 9,315 Total interest expense 52,777 57,001 Net interest income 127,818 103,238 Provision for credit losses - loans 8,256 4,234 Provision/(benefit) for credit losses - unfunded commitments ( 345 ) ( 799 ) Net interest income after provision for credit losses 119,907 99,803 Noninterest income: Gain on sale of SBA loans 1,238 873 Service charges and fees 14,987 15,523 Trust and other financial services income 7,910 7,127 Gain on real estate owned, net 84 57 Income from bank-owned life insurance 1,331 1,502 Mortgage banking income 696 452 Other operating income 2,109 2,429 Total noninterest income 28,355 27,963 Noninterest expense: Compensation and employee benefits 54,540 51,540 Premises and occupancy costs 8,400 7,627 Office operations 2,977 2,767 Collections expense 328 336 Processing expenses 13,990 14,725 Marketing expenses 1,880 2,149 Federal deposit insurance premiums 2,328 3,023 Professional services 2,756 4,065 Amortization of intangible assets 504 701 Merger, asset disposition and restructuring expense 1,123 955 Other expenses 2,911 2,136 Total noninterest expense 91,737 90,024 Income before income taxes 56,525 37,742 Federal and state income taxes expense 13,067 8,579 Net income $ 43,458 29,163 Basic earnings per share $ 0.34 0.23 Diluted earnings per share $ 0.34 0.23 See accompanying notes to unaudited Consolidated Financial Statements. 2 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (Unaudited) (in thousands) Quarter ended March 31, 2025 2024 Net income $ 43,458 29,163 Other comprehensive income/(loss) net of tax: Net unrealized holding gains/(losses) on marketable securities: Unrealized holding gains/(losses), net of tax of ($ 4,483 ) and $ 1,758 , respectively 13,863 ( 5,698 ) Net unrealized holding gains/(losses) on marketable securities 13,863 ( 5,698 ) Change in fair value of interest rate swaps, net of tax of $ 378 and ($ 630 ), respectively ( 1,261 ) 2,154 Defined benefit plan: Actuarial reclassification adjustments for prior period service costs and actuarial gains included in net income, net of tax of $ 64 and $ 147 , respectively ( 169 ) ( 388 ) Other comprehensive income/(loss) 12,433 ( 3,932 ) Total comprehensive income $ 55,891 25,231 See accompanying notes to unaudited Consolidated Financial Statements. 3 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES 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 Common stock 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: Net income — — — 43,458 — 43,458 Other comprehensive income, net of tax of ($ 4,041 ) — — — — 12,433 12,433 Total comprehensive income — — — 43,458 12,433 55,891 Exercise of stock options 2,977 — 31 — — 31 Stock-based compensation expense 226,084 2 1,677 — — 1,679 Stock-based compensation forfeited ( 761 ) — — — — — Dividends paid ($ 0.20 per share) — — — ( 25,502 ) — ( 25,502 ) 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 Common stock 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: Net income — — — 29,163 — 29,163 Other comprehensive loss, net of tax of $ 1,275 — — — — ( 3,932 ) ( 3,932 ) Total comprehensive income/(loss) — — — 29,163 ( 3,932 ) 25,231 Exercise of stock options 10 — 20 — — 20 Stock-based compensation expense 146,086 2 1,301 — — 1,303 Stock-based compensation forfeited ( 3,360 ) — — — — — Dividends paid ($ 0.20 per share) — — — ( 25,422 ) — ( 25,422 ) 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. 4 Table of Contents NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Three months ended March 31, 2025 2024 Operating activities: Net income $ 43,458 29,163 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 7,911 3,435 Net loss on sale of assets ( 101 ) ( 6,023 ) Mortgage banking activity ( 670 ) ( 794 ) Gain on sale of SBA loans ( 1,143 ) ( 852 ) Net depreciation, amortization and accretion 596 4,646 Decrease in other assets 65,841 33,565 Decrease in other liabilities ( 16,895 ) ( 2,427 ) Net amortization on marketable securities ( 51 ) 625 Noncash compensation expense related to stock benefit plans 1,679 1,303 Noncash write-down of other assets 160 5,929 Origination of loans held-for-sale ( 35,979 ) ( 43,052 ) Proceeds from sale of loans held-for-sale 42,806 45,183 Net cash provided by operating activities 107,612 70,701 Investing activities: Purchase of marketable securities available-for-sale ( 46,420 ) ( 79,052 ) Proceeds from maturities and principal reductions of marketable securities held-to-maturity 14,497 13,553 Proceeds from maturities and principal reductions of marketable securities available-for-sale 20,556 20,501 Loan originations ( 915,437 ) ( 1,055,402 ) Proceeds from loan maturities and principal reductions 879,505 962,835 Net proceeds/(redemptions) of FHLB stock 3,065 ( 665 ) Proceeds from sale of real estate owned 120 114 Purchases of premises and equipment, net ( 1,822 ) ( 5,471 ) Net cash used in investing activities ( 45,936 ) ( 143,587 ) Financing activities: Net increase in deposits 29,602 91,742 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 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/(decrease) in cash and cash equivalents 64,825 ( 2,941 ) Cash and cash equivalents at end of period $ 353,203 119,319 Cash paid during the period for: Interest on deposits and borrowings (including interest credited to deposit accounts of $ 40,140 and $ 37,257 , respectively) $ 52,869 53,275 Income taxes 774 612 Non-cash activities: Loan foreclosures and repossessions $ 850 1,148 See accompanying notes to unaudited Consolidated Financial Statements. 5 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Basis of Presentation and Informational Disclosures Northwest Bancshares, 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. Accordingly, they do not include all of the information or footnotes required for complete annual financial statements. In the opinion of management, all adjustments necessary for the fair presentation of the Company’s financial position and results of operations have been included. The Consolidated Financial Statements have been prepared using the accounting policies described in the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 updated, as required, for any new pronouncements or changes. 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, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any other period. 6 Table of Contents (2) Marketable Securities The following table shows the portfolio of marketable securities available-for-sale at March 31, 2025 (in thousands): Amortized cost Gross unrealized holding gains Gross unrealized holding losses Fair value Debt issued by the U.S government and agencies: Due after ten years $ 44,404 — ( 8,913 ) 35,491 Debt issued by government-sponsored enterprises: Due after one year through five years 106 — ( 4 ) 102 Municipal securities: Due after one year through five years 848 11 — 859 Due after five years through ten years 17,783 120 ( 1,947 ) 15,956 Due after ten years 50,075 82 ( 8,823 ) 41,334 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: Fixed rate pass-through 240,994 1,176 ( 13,799 ) 228,371 Variable rate pass-through 3,521 57 ( 3 ) 3,575 Fixed rate agency CMOs 874,552 1,613 ( 121,492 ) 754,673 Variable rate agency CMOs 44,023 28 ( 145 ) 43,906 Total mortgage-backed securities 1,163,090 2,874 ( 135,439 ) 1,030,525 Total marketable securities available-for-sale $ 1,304,760 3,866 ( 155,241 ) 1,153,385 7 Table of Contents The following table shows the portfolio of marketable securities available-for-sale at December 31, 2024 (in thousands): Amortized cost Gross unrealized holding gains Gross unrealized holding losses Fair value Debt issued by the U.S. government and agencies: Due after ten years $ 45,289 — ( 9,898 ) 35,391 Debt issued by government-sponsored enterprises: Due after one year through five years 122 — ( 4 ) 118 Municipal securities: Due after one year through five years 888 10 ( 2 ) 896 Due after five years through ten years 16,662 4 ( 1,756 ) 14,910 Due after ten years 51,257 4 ( 8,440 ) 42,821 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 Mortgage-backed securities: Fixed rate pass-through 237,892 106 ( 17,581 ) 220,417 Variable rate pass-through 3,738 54 ( 3 ) 3,789 Fixed rate agency CMOs 852,648 174 ( 132,989 ) 719,833 Variable rate agency CMOs 44,740 30 ( 102 ) 44,668 Total mortgage-backed securities 1,139,018 364 ( 150,675 ) 988,707 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 March 31, 2025 (in thousands): Amortized cost Gross unrealized holding gains Gross unrealized holding losses Fair value 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 Mortgage-backed securities: Fixed rate pass-through 129,505 — ( 17,095 ) 112,410 Variable rate pass-through 356 2 — 358 Fixed rate agency CMOs 481,057 — ( 68,846 ) 412,211 Variable rate agency CMOs 528 — ( 3 ) 525 Total mortgage-backed securities 611,446 2 ( 85,944 ) 525,504 Total marketable securities held-to-maturity $ 735,909 2 ( 98,108 ) 637,803 8 Table of Contents The following table shows the portfolio of marketable securities held-to-maturity at December 31, 2024 (in thousands): Amortized cost Gross unrealized holding gains Gross unrealized holding losses Fair value Debt issued by government-sponsored enterprises: Due after one year through five years $ 124,462 — ( 14,464 ) 109,998 Mortgage-backed securities: Fixed rate pass-through 132,816 — ( 20,181 ) 112,635 Variable rate pass-through 364 1 — 365 Fixed rate agency CMOs 492,415 — ( 77,989 ) 414,426 Variable rate agency CMOs 529 — ( 5 ) 524 Total mortgage-backed securities 626,124 1 ( 98,175 ) 527,950 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 March 31, 2025 (in thousands): Amortized cost Fair value Mortgage-backed securities: Due within one year $ 124 121 Due after one year through five years 9,976 9,913 Due after five years through ten years 8,316 7,514 Due after ten years 1,144,674 1,012,977 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 March 31, 2025 (in thousands): Amortized cost Fair value Mortgage-backed securities: Due within one year $ 1 1 Due after one year through five years 19,929 18,324 Due after five years through ten years 20,176 16,976 Due after ten years 571,340 490,203 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 March 31, 2025 (in thousands): Less than 12 months 12 months or more Total Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss U.S. government-sponsored enterprises $ — — 147,892 ( 21,081 ) 147,892 ( 21,081 ) Municipal securities — — 38,443 ( 10,770 ) 38,443 ( 10,770 ) Corporate issues — — 6,282 ( 115 ) 6,282 ( 115 ) Mortgage-backed securities - agency 130,665 ( 1,015 ) 1,145,686 ( 220,368 ) 1,276,351 ( 221,383 ) Total $ 130,665 ( 1,015 ) 1,338,303 ( 252,334 ) 1,468,968 ( 253,349 ) 9 Table of Contents 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 December 31, 2024 (in thousands): Less than 12 months 12 months or more Total Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss U.S. government-sponsored enterprises $ — — 145,507 ( 24,366 ) 145,507 ( 24,366 ) Corporate debt issues — — 8,335 ( 143 ) 8,335 ( 143 ) Municipal securities 15,407 ( 186 ) 39,296 ( 10,012 ) 54,703 ( 10,198 ) Mortgage-backed securities - agency 297,828 ( 3,578 ) 1,117,280 ( 245,272 ) 1,415,108 ( 248,850 ) 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 March 31, 2025, which were comprised of 328 individual securities, represent a credit loss impairment. All of these securities were issued by U.S. government agencies, U.S. government-sponsored enterprises, local municipalities, or represent corporate debt. The securities issued by the U.S. government agencies or U.S. government-sponsored enterprises are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. The securities issued by local municipalities and the corporate debt issues were all highly rated by major rating agencies and have no history of credit losses. 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, 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. government agencies or U.S. government-sponsored enterprises. These securities are either explicitly or implicitly guaranteed by the U.S. 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, 2025. 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 March 31, 2025. AA+ Total Held-to-maturity securities (at amortized cost): Debt issued by the U.S. government-sponsored enterprises $ 124,463 124,463 Mortgage-backed securities 611,446 611,446 Total marketable securities held-to-maturity $ 735,909 735,909 10 Table of Contents (3) Loans Receivable 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: Residential mortgage loans 3,121,647 3,178,269 Home equity loans 1,141,577 1,149,396 Vehicle loans 1,960,397 1,870,843 Consumer loans 121,072 124,242 Total Personal Banking 6,344,693 6,322,750 Commercial Banking: Commercial real estate loans 2,423,184 2,495,726 Commercial real estate loans - owner occupied 369,550 354,136 Commercial loans 2,079,018 2,007,402 Total Commercial Banking 4,871,752 4,857,264 Total loans receivable, gross 11,216,445 11,180,014 Allowance for credit losses ( 122,809 ) ( 116,819 ) Total loans receivable, net (1) 11,093,636 11,063,195 (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. 11 Table 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 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 Personal Banking: Residential mortgage loans $ 13,275 ( 593 ) ( 588 ) 109 14,347 Home equity loans 4,624 ( 150 ) ( 273 ) 202 4,845 Vehicle loans 22,455 1,815 ( 2,301 ) 552 22,389 Consumer loans 1,997 1,261 ( 1,504 ) 357 1,883 Total Personal Banking 42,351 2,333 ( 4,666 ) 1,220 43,464 Commercial Banking: Commercial real estate loans 45,583 ( 151 ) ( 116 ) 1,522 44,328 Commercial real estate loans - owner occupied 4,187 298 — 7 3,882 Commercial loans 30,688 5,776 ( 571 ) 338 25,145 Total Commercial Banking 80,458 5,923 ( 687 ) 1,867 73,355 Total $ 122,809 8,256 ( 5,353 ) 3,087 116,819 Allowance for Credit Losses - off-balance sheet exposure Personal Banking: Home equity loans $ 61 ( 1 ) — — 62 Total Personal Banking 61 ( 1 ) — — 62 Commercial Banking: Commercial real estate loans 2,956 ( 1,198 ) — — 4,154 Commercial real estate loans - owner occupied 136 ( 24 ) — — 160 Commercial loans 10,451 878 — — 9,573 Total Commercial Banking 13,543 ( 344 ) — — 13,887 Total off-balance sheet exposure $ 13,604 ( 345 ) — — 13,949 12 Table 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 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 Personal Banking: Residential mortgage loans $ 16,821 ( 1,399 ) ( 162 ) 189 18,193 Home equity loans 5,334 145 ( 412 ) 198 5,403 Vehicle loans 21,061 ( 3,694 ) ( 2,588 ) 432 26,911 Consumer loans 1,452 1,849 ( 1,985 ) 389 1,199 Total Personal Banking 44,668 ( 3,099 ) ( 5,147 ) 1,208 51,706 Commercial Banking: Commercial real estate loans 54,474 3,073 ( 349 ) 483 51,267 Commercial real estate loans - owner occupied 4,055 272 — 8 3,775 Commercial loans 21,700 3,988 ( 1,163 ) 380 18,495 Total Commercial Banking 80,229 7,333 ( 1,512 ) 871 73,537 Total $ 124,897 4,234 ( 6,659 ) 2,079 125,243 Allowance for Credit Losses - off-balance sheet exposure Personal Banking: Residential mortgage loans $ 1 ( 1 ) — — 2 Home equity loans 64 ( 1 ) — — 65 Total Personal Banking 65 ( 2 ) — — 67 Commercial Banking: Commercial real estate loans 6,218 71 — — 6,147 Commercial real estate loans - owner occupied 154 ( 19 ) — — 173 Commercial loans 9,887 ( 849 ) — — 10,736 Total Commercial Banking 16,259 ( 797 ) — — 17,056 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 March 31, 2025 (in thousands): Total loans receivable Allowance for credit losses Nonaccrual loans Loans 90 days past due and accruing Personal Banking: Residential mortgage loans $ 3,121,647 13,275 7,025 — Home equity loans 1,141,577 4,624 3,004 — Vehicle loans 1,960,397 22,455 4,924 — Consumer loans 121,072 1,997 277 550 Total Personal Banking 6,344,693 42,351 15,230 550 Commercial Banking: Commercial real estate loans 2,423,184 45,583 31,003 — Commercial real estate loans - owner occupied 369,550 4,187 760 — Commercial loans 2,079,018 30,688 11,757 53 Total Commercial Banking 4,871,752 80,458 43,520 53 Total $ 11,216,445 122,809 58,750 603 The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at December 31, 2024 (in thousands): 13 Table of Contents Total loans receivable Allowance for credit losses Nonaccrual loans Loans 90 days past due and accruing Personal Banking: Residential mortgage loans $ 3,178,269 14,347 6,951 — Home equity loans 1,149,396 4,845 3,332 — Vehicle loans 1,870,843 22,389 4,829 — Consumer loans 124,242 1,883 199 578 Total Personal Banking 6,322,750 43,464 15,311 578 Commercial Banking: Commercial real estate loans 2,495,726 44,328 36,183 — Commercial real estate loans - owner occupied 354,136 3,882 784 — Commercial loans 2,007,402 25,145 9,123 78 Total Commercial Banking 4,857,264 73,355 46,090 78 Total $ 11,180,014 116,819 61,401 656 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 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: Residential mortgage loans $ 6,951 6,678 347 7,025 Home equity loans 3,332 2,878 126 3,004 Vehicle loans 4,829 3,810 1,114 4,924 Consumer loans 199 277 — 277 Total Personal Banking 15,311 13,643 1,587 15,230 Commercial Banking: Commercial real estate loans 36,183 24,138 6,865 31,003 Commercial real estate loans - owner occupied 784 760 — 760 Commercial loans 9,123 11,620 137 11,757 Total Commercial Banking 46,090 36,518 7,002 43,520 Total $ 61,401 50,161 8,589 58,750 During the three months ended March 31, 2025, we d id no t recognize any interest income on nonaccrual loans. 14 Table of Contents 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, 2024 Nonaccrual loans with an allowance Nonaccrual loans with no allowance Total nonaccrual loans at the end of the period Personal Banking: Residential mortgage loans $ 8,727 6,590 361 6,951 Home equity loans 4,492 3,200 132 3,332 Vehicle loans 4,816 3,958 871 4,829 Consumer loans 229 198 1 199 Total Personal Banking 18,264 13,946 1,365 15,311 Commercial Banking: Commercial real estate loans 71,297 22,813 13,370 36,183 Commercial real estate loans - owner occupied 676 784 — 784 Commercial loans 4,147 7,471 1,652 9,123 Total Commercial Banking 76,120 31,068 15,022 46,090 Total $ 94,384 45,014 16,387 61,401 During the year ended December 31, 2024, we did not recognize any interest income on nonaccrual loans. 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, 2025 (in thousands): Real estate Equipment Other Total Commercial Banking: Commercial real estate loans $ 24,668 — — 24,668 Commercial loans 847 1,660 2,447 4,954 Total Commercial Banking 25,515 1,660 2,447 29,622 Total $ 25,515 1,660 2,447 29,622 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 Equipment Other Total Commercial Banking: Commercial real estate loans $ 27,907 — 339 28,246 Commercial loans — 1,651 2,204 3,855 Total Commercial Banking 27,907 1,651 2,543 32,101 Total $ 27,907 1,651 2,543 32,101 Occasionally, the Company modifies loans to borrowers in financial distress by providing principal forgiveness, term extensions, an other-than-insignificant payment delay, or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged off against the allowance for credit losses. In some cases, the Company provides multiple types of concessions to one loan. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For loans included in the "combination" columns below, multiple types of modifications have been made on the same loan within the current reporting period. The combination is at least two of the following: a term extension, principal forgiveness, an other-than-insignificant payment delay, and/or an interest rate reduction. 15 Table of Contents The following table presents the amortized cost basis of loans for the periods indicated that were both experiencing financial difficulty and modified during the respective period, by class and by type of modification. 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, 2025 2024 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 % Home equity loans — 89 — 0.01 % — 552 84 0.05 % Consumer loans — — — — % — — 2 — % Total Personal Banking — 120 — 0.00 % 364 1,042 86 0.02 % Commercial Banking: Commercial real estate loans 30 1,827 — 0.08 % 28,877 243 — 1.09 % Commercial loans 1,785 8 10 0.09 % — 56 10 — % Total Commercial Banking 1,815 1,835 10 0.08 % 28,877 299 10 0.61 % Total $ 1,815 $ 1,955 10 0.03 % 29,241 1,341 96 0.27 % 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, 2025 2024 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 Weighted-average payment deferral in years Personal Banking: Residential mortgage loans — % 130 0 — % 143 0.5 Home equity loans — % 119 0 2 % 97 0 Consumer loans — % 0 0 12 % 356 0 Total Personal Banking — % 122 0 3 % 118 0.5 Commercial Banking: Commercial real estate loans — % 5 0.5 — % 106 1.0 Commercial loans 1 % 89 0.8 4 % 118 0 Total Commercial Banking 1 % 5 0.8 4 % 108 1.0 Total loans 1 % 12 0.8 3 % 116 1.0 16 Table of Contents 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 that such loans have been modified within the previous twelve months of March 31, 2025 (in thousands) : Current 30-59 days delinquent 60-89 days delinquent 90 days or greater delinquent Personal Banking: Residential mortgage loans $ 516 8 — 191 Home equity loans 195 — — 25 Consumer loans 9 — — — Total Personal Banking 720 8 — 216 Commercial Banking: Commercial real estate loans 30 — — 1,827 Commercial real estate loans - owner occupied 645 — — — Commercial loans 1,828 — — — Total Commercial Banking 2,503 — — 1,827 Total loans $ 3,223 8 — 2,043 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 delinquent 60-89 days delinquent 90 days or greater delinquent Personal Banking: Residential mortgage loans $ 406 84 — 364 Home equity loans 616 3 — 17 Consumer loans 2 — — — Total Personal Banking 1,024 87 — 381 Commercial Banking: Commercial real estate loans 29,121 — — — Commercial loans 10 9 47 — Total Commercial Banking 29,131 9 47 — Total loans $ 30,155 96 47 381 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 periods indicated and were modified within the previous twelve months to borrowers experiencing financial difficulty (in thousands): For the quarter ended March 31, 2025 2024 Term extension Payment delay Term extension Payment delay Personal Banking: Residential mortgage loans $ — $ 191 0 $ 364 Home equity loans 25 — 17 — Total Personal Banking 25 191 17 364 Commercial Banking: Commercial real estate loans 1,827 — — Total Commercial Banking 1,827 — — — Total $ 1,852 $ 191 17 364 17 Table of Contents 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. Subsequent performance of the loans will be measured by delinquency status and will be captured through our ACL models or our qualitative factor assessment, as deemed appropriate. If we no longer believe the loan demonstrates similar risks to their respective portfolio segment an individual assessment will be performed. Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. 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, 2025 (in thousands): 30-59 days delinquent 60-89 days delinquent 90 days or greater delinquent Total delinquency Current Total loans receivable Personal Banking: Residential mortgage loans $ 32,840 3,074 4,005 39,919 3,081,728 3,121,647 Home equity loans 3,882 1,290 1,893 7,065 1,134,512 1,141,577 Vehicle loans 8,229 2,418 3,212 13,859 1,946,538 1,960,397 Consumer loans 563 390 814 1,767 119,305 121,072 Total Personal Banking 45,514 7,172 9,924 62,610 6,282,083 6,344,693 Commercial Banking: Commercial real estate loans 8,281 2,001 23,374 33,656 2,389,528 2,423,184 Commercial real estate loans - owner occupied 255 — 59 314 369,236 369,550 Commercial loans 6,841 2,676 5,994 15,511 2,063,507 2,079,018 Total Commercial Banking 15,377 4,677 29,427 49,481 4,822,271 4,871,752 Total loans $ 60,891 11,849 39,351 112,091 11,104,354 11,216,445 The following table provides information related to the amortized cost basis of loan payment delinquencies at December 31, 2024 (in thousands): 30-59 days delinquent 60-89 days delinquent 90 days or greater delinquent Total delinquency Current Total loans receivable Personal Banking: Residential mortgage loans $ 28,690 10,112 4,931 43,733 3,134,536 3,178,269 Home equity loans 5,365 1,434 2,250 9,049 1,140,347 1,149,396 Vehicle loans 10,242 3,257 3,191 16,690 1,854,153 1,870,843 Consumer loans 860 383 776 2,019 122,223 124,242 Total Personal Banking 45,157 15,186 11,148 71,491 6,251,259 6,322,750 Commercial Banking: Commercial real estate loans 5,100 857 7,702 13,659 2,482,067 2,495,726 Commercial real estate loans - owner occupied 115 58 — 173 353,963 354,136 Commercial loans 5,632 1,726 7,335 14,693 1,992,709 2,007,402 Total Commercial Banking 10,847 2,641 15,037 28,525 4,828,739 4,857,264 Total originated loans $ 56,004 17,827 26,185 100,016 11,079,998 11,180,014 Credit Quality Indicators: For Commercial Banking we categorize loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. We analyze loans individually by classifying the loans by credit risk. Credit relationships greater than or equal to $ 1.0 million classified as special mention or substandard are reviewed quarterly for deterioration or improvement to determine if the loan is appropriately classified. We use the following definitions for risk ratings other than pass: 18 Table of Contents Special Mention — Loans designated as special mention have specific, well-defined risk issues, which create a high level of uncertainty regarding the long-term viability of the business. Loans in this class are considered to have high-risk characteristics. A special mention loan exhibits material negative financial trends due to company-specific or systemic conditions. If these potential weaknesses are not mitigated, they threaten the borrower’s capacity to meet its debt obligations. Special mention loans still demonstrate sufficient financial flexibility to react to and positively address the root cause of the adverse financial trends without significant deviations from their current business strategy. Their potential weaknesses deserve our close attention and warrant enhanced monitoring. Substandard — Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Doubtful — Loans classified as doubtful have all the weaknesses inherent in those classified as substandard. In addition, those weaknesses make collection or liquidation in full highly questionable and improbable. A loan classified as doubtful exhibits discernible loss potential, but a complete loss seems very unlikely. The possibility of a loss on a doubtful loan is high, but because of certain important and reasonably specific pending factors that may strengthen the loan, its classification as an estimated loss is deferred until a more exact status can be determined. Loss — Loans classified as loss are considered uncollectible and of such value that the continuance as a loan is not warranted. A loss classification does not mean that the loan has no recovery or salvage value; instead, it means that it is not practical or desirable to defer writing off all or a portion of a basically worthless loan even though partial recovery may be possible in the future. For Personal Banking loans a pass risk rating is maintained until they are 90 days or greater past due, and risk rating reclassification is based primarily on past due status of the loan. The risk rating categories can generally be described by the following groupings: Pass — Loans classified as pass are homogeneous loans that are less than 90 days past due from the required payment date at month-end. Substandard — Loans classified as substandard are homogeneous loans that are greater than 90 days past due from the required payment date at month-end, or homogenous retail loans that are greater than 180 days past due from the required payment date at month-end that has been written down to the value of underlying collateral, less costs to sell. Doubtful — Loans classified as doubtful are homogeneous loans that are greater than 180 days past due from the required payment date at month-end and not written down to the value of underlying collateral. These loans are generally charged-off in the month in which the 180 day period elapses. 19 Table of Contents 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, 2025 (in thousands): YTD March 31, 2025 2024 2023 2022 2021 Prior Revolving loans Revolving loans converted to term loans Total loans receivable Personal Banking: Residential mortgage loans Pass $ 4,428 31,032 189,914 619,537 737,209 1,528,650 — — 3,110,770 Substandard — — 51 716 1,398 8,712 — — 10,877 Total residential mortgage loans 4,428 31,032 189,965 620,253 738,607 1,537,362 — — 3,121,647 Residential mortgage current period charge-offs — — — ( 447 ) — ( 141 ) — — ( 588 ) Home equity loans Pass 18,088 32,055 55,884 81,986 83,995 341,625 479,425 45,309 1,138,367 Substandard — 58 — 205 91 1,182 779 895 3,210 Total home equity loans 18,088 32,113 55,884 82,191 84,086 342,807 480,204 46,204 1,141,577 Home equity current period charge-offs — ( 8 ) — ( 27 ) — ( 215 ) ( 23 ) — ( 273 ) Vehicle loans Pass 297,328 568,161 404,617 390,389 193,745 101,234 — — 1,955,474 Substandard — 593 1,345 1,320 1,125 540 — — 4,923 Total vehicle loans 297,328 568,754 405,962 391,709 194,870 101,774 — — 1,960,397 Vehicle current period charge-offs — ( 273 ) ( 603 ) ( 609 ) ( 466 ) ( 350 ) — — ( 2,301 ) Consumer loans Pass 6,617 24,385 12,784 5,335 2,170 6,830 61,572 552 120,245 Substandard — 92 44 8 7 28 553 95 827 Total consumer loans 6,617 24,477 12,828 5,343 2,177 6,858 62,125 647 121,072 Consumer loan current period charge-offs ( 590 ) ( 171 ) ( 191 ) ( 121 ) ( 18 ) ( 257 ) ( 143 ) ( 13 ) ( 1,504 ) Total Personal Banking 326,461 656,376 664,639 1,099,496 1,019,740 1,988,801 542,329 46,851 6,344,693 Commercial Banking: Commercial real estate loans Pass 32,252 184,087 255,211 399,922 248,815 1,005,143 28,848 23,031 2,177,309 Special mention — 10,733 8,902 18,898 18,528 17,460 303 773 75,597 Substandard — 319 4,011 13,127 48,323 102,416 972 1,110 170,278 Total commercial real estate loans 32,252 195,139 268,124 431,947 315,666 1,125,019 30,123 24,914 2,423,184 Commercial real estate current period charge-offs — — — — — ( 116 ) — — ( 116 ) Commercial real estate loans - owner occupied Pass 25,706 54,351 14,893 31,830 45,343 147,851 439 — 320,413 Special mention — — 1,146 2,182 86 5,423 1,351 994 11,182 Substandard — — 11,008 5,677 1,177 19,497 — 596 37,955 Total commercial real estate loans - owner occupied 25,706 54,351 27,047 39,689 46,606 172,771 1,790 1,590 369,550 Commercial real estate - owner occupied current period charge-offs — — — — — — — — — Commercial loans Pass 117,365 691,993 326,267 248,280 27,525 61,574 488,641 3,054 1,964,699 Special mention — 11,996 5,355 3,542 — 14,398 27,179 779 63,249 Substandard — 7,520 20,934 5,326 1,562 1,774 11,588 2,366 51,070 Total commercial loans 117,365 711,509 352,556 257,148 29,087 77,746 527,408 6,199 2,079,018 Commercial loans current period charge-offs — — — ( 355 ) ( 14 ) ( 202 ) — — ( 571 ) Total Commercial Banking 175,323 960,999 647,727 728,784 391,359 1,375,536 559,321 32,703 4,871,752 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 three months ended March 31, 2025, $ 5 million of revolving loans were converted to term loans. 20 Table 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, 2024 (in thousands): 2024 2023 2022 2021 2020 Prior Revolving loans Revolving loans converted to term loans Total loans receivable Personal Banking: Residential mortgage loans Pass $ 28,841 194,267 628,285 745,949 466,888 1,103,217 — — 3,167,447 Substandard — 51 1,107 464 321 8,879 — — 10,822 Total residential mortgage loans 28,841 194,318 629,392 746,413 467,209 1,112,096 — — 3,178,269 Residential mortgage current period charge-offs — — ( 387 ) — ( 114 ) ( 344 ) — — ( 845 ) Home equity loans Pass 33,534 58,234 85,308 88,226 124,046 234,918 476,013 45,577 1,145,856 Substandard — — 174 91 52 1,352 1,080 791 3,540 Total home equity loans 33,534 58,234 85,482 88,317 124,098 236,270 477,093 46,368 1,149,396 Home equity current period charge-offs — — ( 40 ) ( 2 ) ( 197 ) ( 558 ) ( 608 ) ( 331 ) ( 1,736 ) Vehicle loans Pass 616,515 452,912 443,997 228,309 64,332 59,950 — — 1,866,015 Substandard 272 1,472 1,342 1,129 223 390 — — 4,828 Total vehicle loans 616,787 454,384 445,339 229,438 64,555 60,340 — — 1,870,843 Vehicle current period charge-offs ( 454 ) ( 2,197 ) ( 2,626 ) ( 2,087 ) ( 414 ) ( 1,031 ) — — ( 8,809 ) Consumer loans Pass 27,363 14,779 6,330 2,707 735 5,914 65,055 581 123,464 Substandard 36 59 24 — 7 1 578 73 778 Total consumer loans 27,399 14,838 6,354 2,707 742 5,915 65,633 654 124,242 Consumer loan current period charge-offs ( 1,106 ) ( 2,015 ) ( 678 ) ( 285 ) ( 116 ) ( 1,044 ) ( 651 ) ( 34 ) ( 5,929 ) Total Personal Banking 706,561 721,774 1,166,567 1,066,875 656,604 1,414,621 542,726 47,022 6,322,750 Commercial Banking: Commercial real estate loans Pass 189,670 252,202 430,653 258,681 286,457 803,111 26,690 23,578 2,271,042 Special Mention — 4,877 19,030 18,533 14,383 5,654 237 — 62,714 Substandard — 2,273 11,137 48,539 19,356 80,417 175 73 161,970 Total commercial real estate loans 189,670 259,352 460,820 325,753 320,196 889,182 27,102 23,651 2,495,726 Commercial real estate current period charge-offs ( 102 ) ( 686 ) ( 2,522 ) ( 360 ) ( 619 ) ( 11,032 ) — — ( 15,321 ) Commercial real estate loans - owner occupied Pass 53,831 14,252 32,095 46,911 11,933 141,211 640 — 300,873 Special Mention — 1,166 2,231 93 — 5,165 1,232 — 9,887 Substandard — 12,572 5,733 — 2,956 18,695 751 2,669 43,376 Total commercial real estate loans - owner occupied 53,831 27,990 40,059 47,004 14,889 165,071 2,623 2,669 354,136 Commercial real estate - owner occupied current period charge-offs — — — — — — — — — Commercial loans Pass 729,863 353,568 262,498 29,806 12,633 56,300 475,333 3,381 1,923,382 Special Mention — 3,914 3,898 627 479 7 28,127 11 37,063 Substandard 7,133 21,606 4,669 1,063 89 1,761 8,847 1,789 46,957 Total commercial loans 736,996 379,088 271,065 31,496 13,201 58,068 512,307 5,181 2,007,402 Commercial loans current period charge-offs ( 1,456 ) ( 6,752 ) ( 4,301 ) ( 235 ) ( 522 ) ( 916 ) ( 212 ) ( 68 ) ( 14,462 ) Total Commercial Banking 980,497 666,430 771,944 404,253 348,286 1,112,321 542,032 31,501 4,857,264 Total loans $ 1,687,058 1,388,204 1,938,511 1,471,128 1,004,890 2,526,942 1,084,758 78,523 11,180,014 For the year ended December 31, 2024, $ 16 million of revolving loans were converted to term loans. 21 Table of Contents (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, 2025 December 31, 2024 Amortizable intangible assets: Core deposit intangibles - gross $ 74,899 74,899 Less: accumulated amortization ( 72,565 ) ( 72,062 ) Core deposit intangibles - net $ 2,334 2,837 Total intangible assets - net $ 2,334 2,837 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 For the year ending December 31, 2026 871 For the year ending December 31, 2027 304 The following table provides information for the changes in the carrying amount of goodwill (in thousands): Total Balance at December 31, 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 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 % Collateralized borrowings, due within one year 18,672 1.75 % 22,323 1.73 % Collateral received, due within one year 3,598 4.53 % 3,008 4.65 % Total borrowed funds $ 197,270 $ 200,331 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, 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. The revolving line of credit with the FHLB of Pittsburgh carries a commitment of $ 250 million. The rate is adjusted daily by the FHLB of Pittsburgh, and any borrowings on this line may be repaid at any time without penalty. 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 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. 22 Table of Contents 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 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 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 The Company has seven statutory business trusts: Northwest Bancorp Capital Trust III, a Delaware statutory business trust, Northwest Bancorp Statutory Trust IV, a Connecticut statutory business trust, LNB Trust II, a Delaware statutory business trust, Union National Capital Trust I (“UNCT I”), a Delaware statutory business trust, Union National Capital Trust II (“UNCT II”), a Delaware statutory business trust, MFBC Statutory Trust I, a Delaware statutory trust, and Universal Preferred Trust, a Delaware statutory trust (the “Trusts”). The Trusts exist solely to issue preferred securities to third parties for cash, issue common securities to the Company in exchange for capitalization of the Trusts, invest the proceeds from the sale of trust securities in an equivalent amount of debentures of the Company, and engage in other activities that are incidental to those previously listed. The Trusts have invested the proceeds of the offerings in junior subordinated deferrable interest debentures issued by the Company. The structure of these debentures mirrors the structure of the trust-preferred securities. These subordinated debentures are the sole assets of the Trusts. As the shareholders of the trust preferred securities are the primary beneficiaries of the Trusts, the Trusts are not consolidated in our financial statements. 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, 2025 December 31, 2024 Northwest Bancorp Capital Trust III December 30, 2035 3-month SOFR plus 1.38 % $ 50,000 51,547 51,547 Northwest Bancorp Statutory Trust IV December 15, 2035 3-month SOFR plus 1.38 % 50,000 51,547 51,547 LNB Trust II June 15, 2037 3-month SOFR plus 1.48 % 7,875 8,119 8,119 Union National Capital Trust I (1) January 23, 2034 3-month SOFR plus 2.85 % 8,000 8,030 8,024 Union National Capital Trust II (1) November 23, 2034 3-month SOFR plus 2.00 % 3,000 2,830 2,823 MFBC Statutory Trust I (1) September 15, 2035 3-month SOFR plus 1.70 % 5,000 3,918 3,891 Universal Preferred Trust (1) October 7, 2035 3-month SOFR plus 1.69 % 5,000 3,908 3,883 $ 128,875 129,899 129,834 (1) Net of discounts due to the fair value adjustment made at the time of acquisition. Cash distributions on the trust securities are made on a quarterly basis to the extent interest on the debentures is received by the Trusts. We have the right to defer payment of interest on the subordinated debentures at any time, or from time-to-time, for periods not exceeding five years . If interest payments on the subordinated debentures are deferred, the distributions on the trust securities also are deferred. To date there have been no interest deferrals. Interest on the subordinated debentures and distributions on the trust securities is cumulative. Our obligation constitutes a full, irrevocable, and unconditional guarantee on a subordinated basis of the obligations of the trust under the preferred securities. 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. All or part of the debentures may be redeemed at any time. 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: • the interest on the debentures to no longer be deductible by the Company for federal income tax purposes; • the trusts to become subject to federal income tax or to certain other taxes or governmental charges; • the trusts to register as an investment company; or • the preferred securities to no longer qualify as Tier 1 capital. 23 Table of Contents 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) Guarantees We issue standby letters of credit in the normal course of business. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party. We are required to perform under a standby letter of credit when drawn upon by the guaranteed third party in the case of nonperformance by our customer. The credit risk associated with standby letters of credit is essentially the same as that involved in extending loans to customers and is subject to normal loan underwriting procedures. Collateral may be obtained based on management’s credit assessment of the customer. 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 $ 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; however, if the customer fails to repay their balance, the Bank could be required to satisfy the obligation to correspondent bank and initiate collection from our customer as part of the existing credit facility of that customer. (7) Earnings Per Share 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 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 March 31, 2025 2024 Numerator for earnings per share - Basic and Diluted: Net income - treasury stock method - Basic and Diluted $ 43,458 29,163 Less: Dividends and undistributed earnings allocated to participating securities 54 74 Net income available to common shareholders - two class method - Basic and Diluted $ 43,404 29,089 Denominator for earnings per share - treasury stock method - Basic and Diluted Weighted average common shares outstanding - Basic 127,387,573 126,814,233 Add: Potentially dilutive shares 911,440 784,738 Denominator for treasury stock method - Diluted 128,299,013 127,598,971 Denominator for earnings per share - two class method - Basic and Diluted: Weighted average common shares outstanding - Basic 127,387,573 126,814,233 Add: Average participating shares outstanding 157,993 322,335 Denominator for two class method - Diluted 127,545,566 127,136,568 Basic earnings per share $ 0.34 0.23 Diluted earnings per share $ 0.34 0.23 Anti-dilutive awards (1) 2,111 2,728 (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. 24 Table 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, Pension benefits Other post-retirement benefits 2025 2024 2025 2024 Service cost $ 1,120 1,425 — — Interest cost 2,173 2,205 15 15 Expected return on plan assets ( 2,989 ) ( 3,776 ) — — Amortization of prior service cost ( 203 ) ( 563 ) — — Amortization of the net loss ( 37 ) 18 7 10 Net periodic cost $ 64 ( 691 ) 22 25 Because of the current funding status, we do not anticipate a funding requirement during the year ending December 31, 2025. (9) Disclosures About Fair Value of Financial Instruments We are required to disclose fair value information about financial instruments whether or not recognized in the Consolidated Statement of Financial Condition. Fair value information of certain financial instruments and all nonfinancial instruments is not required to be disclosed. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. Financial assets and liabilities recognized or disclosed at fair value on a recurring basis and certain financial assets and liabilities on a non-recurring basis are accounted for using a three-level hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. This hierarchy gives the highest priority to quoted prices with readily available independent data in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable market inputs (Level 3). When various inputs for measurement fall within different levels of the fair value hierarchy, the lowest level input that has a significant impact on fair value measurement is used. Financial assets and liabilities are categorized based upon the following characteristics or inputs to the valuation techniques: • Level 1 — Financial assets and liabilities for which inputs are observable and are obtained from reliable quoted prices for identical assets or liabilities in actively traded markets. This is the most reliable fair value measurement and includes, for example, active exchange-traded equity securities. • Level 2 — Financial assets and liabilities for which values are based on quoted prices in markets that are not active or for which values are based on similar assets or liabilities that are actively traded. Level 2 also includes pricing models in which the inputs are corroborated by market data, for example, matrix pricing. • Level 3 — Financial assets and liabilities for which values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Level 3 inputs include the following: ◦ Quotes from brokers or other external sources that are not considered binding; ◦ Quotes from brokers or other external sources where it cannot be determined that market participants would in fact transact for the asset or liability at the quoted price; and ◦ Quotes and other information from brokers or other external sources where the inputs are not deemed observable. We are responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value. We perform due diligence to understand the inputs used or how the data was calculated or derived. We also corroborate the reasonableness of external inputs in the valuation process. The carrying amounts reported in the Consolidated Statement of Financial Condition approximate fair value for the following financial instruments: cash and cash equivalents, marketable securities available-for-sale, loans held-for-sale, accrued interest receivable, interest rate lock commitments, forward commitments, interest rate swaps, savings and checking deposits, foreign exchange swaps, risk participation agreements, and accrued interest payable. Marketable Securities 25 Table of Contents Where available, market values are based on quoted market prices, dealer quotes, and prices obtained from independent pricing services. Debt Securities — available-for-sale - Generally, debt securities are valued using pricing for similar securities, recently executed transactions and other pricing models utilizing observable inputs. The valuation for most debt securities is classified as Level 2. Securities within Level 2 include corporate bonds, municipal bonds, mortgage-backed securities and U.S. government obligations. 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. Loans Receivable Loans with comparable characteristics including collateral and re-pricing structures are segregated for valuation purposes. Each loan pool is separately valued utilizing a discounted cash flow analysis. Projected monthly cash flows are discounted to present value using a market rate for comparable loans, which is not considered an exit price. Characteristics of comparable loans include remaining term, coupon interest, and estimated prepayment speeds. Delinquent loans are separately evaluated given the impact delinquency has on the projected future cash flow of the loan including the approximate discount or market rate, which is not considered an exit price. Loans Held-for-Sale The estimated fair value of loans held-for-sale is based on market bids obtained from potential buyers. FHLB Stock Due to the restrictions placed on transferability of FHLB stock, it is not practical to determine the fair value. FHLB stock is recorded at cost. Deposit Liabilities The estimated fair value of deposits with no stated maturity, which includes demand deposits, money market, and other savings accounts, is the amount payable on demand. Although market premiums paid for depository institutions reflect an additional value for these low-cost deposits, adjusting fair value for any value expected to be derived from retaining those deposits for a future period of time or from the benefit that results from the ability to fund interest-earning assets with these deposit liabilities is prohibited. The fair value estimates of deposit liabilities do not include the benefit that results from the low-cost funding provided by these deposits compared to the cost of borrowing funds in the market. Fair values for time deposits are estimated using a discounted cash flow calculation that applies contractual cost currently being offered in the existing portfolio to current market rates being offered locally for deposits of similar remaining maturities. The valuation adjustment for the portfolio consists of the present value of the difference of these two cash flows, discounted at the assumed market rate of the corresponding maturity. Borrowed Funds Fixed rate advances are valued by comparing their contractual cost to the prevailing market cost. The carrying amount of repurchase agreements approximates their fair value. Subordinated Debentures The fair value of our subordinated debentures is calculated using the discounted cash flows at rates observable for other similarly traded liabilities. Junior Subordinated Debentures The fair value of junior subordinated debentures is calculated using the discounted cash flows at the prevailing rate of interest. Interest Rate Lock Commitments and Forward Commitments The fair value of interest rate lock commitments is based on the value of underlying loans held-for-sale which is based on quoted prices for similar loans in the secondary market. This value is then adjusted based on the probability of the loan closing (i.e., the “pull-through” amount, a significant unobservable input). The fair value of forward sale commitments is based on quoted prices from the secondary market based on the settlement date of the contracts. 26 Table of Contents 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. To price interest rate swaps, cash flows are first projected for each payment date using the fixed rate for the fixed side of the swap and the forward rates for the floating side of the swap. These swap cash flows are then discounted to time zero using SOFR zero-coupon interest rates. The sum of the present value of both legs is the fair market value of the interest rate swap. These valuations have been derived from our third party vendor’s proprietary models rather than actual market quotations. The proprietary models are based upon financial principles and assumptions that we believe to be reasonable. The fair value of the foreign exchange swap is derived from proprietary models rather than actual market quotations. The proprietary models are based upon financial principles and assumptions that we believe to be reasonable. 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. Off-Balance Sheet Financial Instruments These financial instruments generally are not sold or traded, and estimated fair values are not readily available. However, the fair value of commitments to extend credit and standby letters of credit is estimated using the fees currently charged to enter into similar agreements. Commitments to extend credit are generally short-term in nature and, if drawn upon, are issued under current market terms. 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): Carrying amount Estimated fair value Level 1 Level 2 Level 3 Netting Adjustments (1) Financial assets: Cash and cash equivalents $ 353,203 353,203 353,203 — — — Securities available-for-sale 1,153,385 1,153,385 — 1,153,385 — — Securities held-to-maturity 735,909 637,803 — 637,803 — — Loans receivable, net 11,093,636 10,442,135 — — 10,442,135 — Loans held-for-sale 71,206 71,206 — 66,490 4,716 — Accrued interest receivable 45,949 45,949 45,949 — — — Interest rate lock commitments 433 433 — — 433 — Forward commitments 71 71 — 71 — — Foreign exchange swaps 4 4 — 4 — — Interest rate swaps designated as hedging instruments — — — 585 — ( 585 ) Interest rate swaps not designated as hedging instruments 9,040 9,040 — 33,100 — ( 24,060 ) FHLB stock 17,941 17,941 — — — — Total financial assets $ 13,480,777 12,731,170 399,152 1,891,438 10,447,284 ( 24,645 ) Financial liabilities: Savings and checking deposits $ 9,577,705 9,577,705 9,577,705 — — — Time deposits 2,596,451 2,596,614 — — 2,596,614 — Borrowed funds 197,270 193,574 210,576 — — ( 17,002 ) Subordinated debt 114,625 117,002 — 117,002 — — Junior subordinated debentures 129,899 127,256 — — 127,256 — Foreign exchange swaps 91 91 — 91 — — Interest rate swaps designated as hedging instruments — — — 727 — ( 727 ) Interest rate swaps not designated as hedging instruments 26,339 26,339 — 33,255 — ( 6,916 ) Risk participation agreements 31 31 — 31 — — Accrued interest payable 6,843 6,843 6,843 — — — Total financial liabilities $ 12,649,254 12,645,455 9,795,124 151,106 2,723,870 ( 24,645 ) 27 Table 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, 2024 (in thousands): Carrying amount Estimated fair value Level 1 Level 2 Level 3 Netting Adjustments (1) Financial assets: Cash and cash equivalents $ 288,378 288,378 288,378 — — — Securities available-for-sale 1,108,944 1,108,944 — 1,108,944 — — Securities held-to-maturity 750,586 637,948 — 637,948 — — Loans receivable, net 11,063,195 10,431,355 — — 10,431,355 — Loans held-for-sale 76,331 76,331 — 68,620 7,711 — Accrued interest receivable 46,356 46,356 46,356 — — — Interest rate lock commitments 342 342 — — 342 — 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 ) Interest rate swaps not designated as hedging instruments 3,493 3,493 — 37,697 — ( 34,204 ) FHLB stock 21,006 21,006 — — — — Total financial assets $ 13,360,361 12,615,883 334,734 1,854,971 10,439,408 ( 34,236 ) Financial liabilities: Savings and checking accounts $ 9,466,909 9,466,909 9,466,909 — — — Time deposits 2,677,645 2,677,070 — — 2,677,070 — Borrowed funds 200,331 196,277 228,119 — — ( 31,842 ) Subordinated debt 114,538 115,982 — 115,982 — — Junior subordinated debentures 129,834 128,122 — — 128,122 — Foreign exchange swaps 4 4 — 4 — — Interest rate swaps designated as hedging instruments — — — 32 — ( 32 ) Interest rate swaps not designated as hedging instruments 35,405 35,405 — 37,767 — ( 2,362 ) Risk participation agreements 16 16 — 16 — — Accrued interest payable 6,935 6,935 6,935 — — — 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 March 31, 2025 and December 31, 2024. 28 Table of Contents 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 Debt securities: U.S. government and agencies $ — 35,491 — — 35,491 Government-sponsored enterprises — 102 — — 102 States and political subdivisions — 58,149 — — 58,149 Corporate — 29,118 — — 29,118 Total debt securities — 122,860 — — 122,860 Mortgage-backed securities: GNMA — 48,976 — — 48,976 FNMA — 84,059 — — 84,059 FHLMC — 98,907 — — 98,907 Non-agency — 4 — — 4 Collateralized mortgage obligations: GNMA — 564,526 — — 564,526 FNMA — 83,473 — — 83,473 FHLMC — 150,580 — — 150,580 Total mortgage-backed securities — 1,030,525 — — 1,030,525 Interest rate lock commitments — — 433 — 433 Forward commitments — 71 — — 71 Foreign exchange swaps — 4 — — 4 Interest rate swaps designated as hedging instruments — 585 — ( 585 ) — Interest rate swaps not designated as hedging instruments — 33,100 — ( 24,060 ) 9,040 Total assets $ — 1,187,145 433 ( 24,645 ) 1,162,933 Foreign exchange swaps $ — 91 — — 91 Interest rate swaps designated as hedging instruments — 727 — ( 727 ) — Interest rate swaps not designated as hedging instruments — 33,255 — ( 6,916 ) 26,339 Risk participation agreements — 31 — — 31 Total liabilities $ — 34,104 — ( 7,643 ) 26,461 29 Table of Contents 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 Netting Adjustment (1) Total assets at fair value Debt securities: U.S. government and agencies $ — 35,391 — — 35,391 Government-sponsored enterprises — 118 — — 118 States and political subdivisions — 58,627 — — 58,627 Corporate — 26,101 — — 26,101 Total debt securities — 120,237 — — 120,237 Mortgage-backed securities: GNMA — 50,149 — — 50,149 FNMA — 84,212 — — 84,212 FHLMC — 89,840 — — 89,840 Non-agency — 5 — — 5 Collateralized mortgage obligations: GNMA — 562,948 — — 562,948 FNMA — 74,395 — — 74,395 FHLMC — 127,158 — — 127,158 Total mortgage-backed securities — 988,707 — — 988,707 Interest rate lock commitments — — 342 — 342 Forward commitments — 34 — — 34 Foreign exchange swaps — 199 — — 199 Interest rate swaps designated as hedging instruments — 1,529 — ( 32 ) 1,497 Interest rate swaps not designated as hedging instruments — 37,697 — ( 34,204 ) 3,493 Total assets $ — 1,148,403 342 ( 34,236 ) 1,114,509 Foreign exchange swaps $ — 4 — — 4 Interest rate swaps designated as hedging instruments — 32 — ( 32 ) — Interest rate swaps not designated as hedging instruments — 37,767 — ( 2,362 ) 35,405 Risk participation agreements — 16 — — 16 Total liabilities $ — 37,819 — ( 2,362 ) 35,425 (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. 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, 2025 2024 Beginning balance, $ 342 641 Interest rate lock commitments: 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 individually assessed, real estate owned, and MSRs. 30 Table 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 March 31, 2025 (in thousands): Level 1 Level 2 Level 3 Total assets at fair value Loans individually assessed $ — — 13,656 13,656 Mortgage servicing rights — — 20 20 Real estate owned, net — — 80 80 Total assets $ — — 13,756 13,756 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 December 31, 2024 (in thousands): Level 1 Level 2 Level 3 Total assets at fair value Loans individually assessed $ — — 9,801 9,801 Mortgage servicing rights — — 20 20 Real estate owned, net — — 35 35 Total assets $ — — 9,856 9,856 Individually Assessed Loans — A loan is considered to be individually assessed as described in Note 1(f) of the Notes to the Consolidated Financial Statements in Item 8 of Part II of our 2024 Annual Report on Form 10-K. We classify loans individually assessed as nonrecurring Level 3. Mortgage Servicing Rights — Mortgage servicing rights represent the value of servicing residential mortgage loans, when the mortgage loans have been sold into the secondary market and the associated servicing has been retained. The value is determined through a discounted cash flow analysis, which uses interest rates, prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management judgment. Servicing rights and the related mortgage loans are segregated into categories or homogeneous pools based upon common characteristics. Adjustments are only made when the estimated discounted future cash flows are less than the carrying value, as determined by individual pool. As such, mortgage servicing rights are classified as nonrecurring Level 3. Real Estate Owned — Real estate owned is comprised of property acquired through foreclosure or voluntarily conveyed by borrowers. These assets are recorded on the date acquired at the lower of the related loan balance or fair value, less estimated disposition costs, with the fair value being determined by appraisal. Subsequently, foreclosed assets are valued at the lower of the amount recorded at acquisition date or fair value, less estimated disposition costs. 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, 2025 (in thousands): Fair value Valuation techniques Significant unobservable inputs Range (weighted average) Loans individually assessed $ 13,656 Appraisal value (1) Estimated cost to sell 10 % Mortgage servicing rights 20 Discounted cash flow Annual service cost $ 89 Prepayment rate 6.5 % to 18.9 % ( 11.0 %) Expected life (months) 49.8 to 101.4 ( 70.7 ) Option adjusted spread 724 basis points Forward yield curve 4.43 % to 4.31 % Real estate owned, net 80 Appraisal value (1) Estimated cost to sell 10 % Loans held for sale 4,716 Quoted prices for similar loans in active markets adjusted by an expected pull-through rate Estimated pull-through rate 100 % (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. 31 Table of Contents (10) Derivative Financial Instruments We are a party to derivative financial instruments in the normal course of business to manage our own exposure to fluctuations in interest rates and to meet the needs of our customers. The primary derivatives that we use are interest rate swaps and caps and foreign exchange contracts, which are entered into with counterparties that meet established credit standards. We believe that the credit risk inherent in all of our derivative contracts is minimal based on our credit standards and the netting and collateral provisions of the interest rate swap agreements. Derivatives Designated as Hedging Instruments 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. Based upon our contemporaneous quantitative analysis at the inception of the interest rate swaps, we have determined these interest rate swaps qualify for hedge accounting in accordance with ASC 815, Derivatives and Hedging . Our cash flow hedges are recorded within other assets on the Consolidated Statement of Financial Condition at their estimated fair value. As long as the hedge remains highly effective, the changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in accumulated other comprehensive income and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. 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. Amounts reclassified into earnings are included in interest expense in the Consolidated Statement of Income. Derivatives Not Designated as Hedging Instruments We act as an interest rate or foreign exchange swap counterparty for certain commercial borrowers in the normal course of servicing our customers, which are accounted for at fair value. We manage our exposure to such interest rate or foreign exchange swaps by entering into corresponding and offsetting interest rate swaps with third parties that mirror the terms of the swaps we have with the commercial borrowers. These positions (referred to as “customer swaps”) directly offset each other and our exposure is the fair value of the derivatives due to changes in credit risk of our commercial borrowers and third parties. Customer swaps are recorded within other assets or other liabilities on the Consolidated Statement of Financial Condition at their estimated fair value. Changes to the fair value of assets and liabilities arising from these derivatives are included, net, in other operating income in the Consolidated Statement of Income. We enter into interest rate lock commitments for residential mortgage loans which commit us to lend funds to a potential borrower at a specific interest rate within a specified period of time. Interest rate lock commitments that relate to the origination of mortgage loans that will be held-for-sale are considered derivative financial instruments under applicable accounting guidance. 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 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. These forward commitments entered into on a mandatory delivery basis meet the definition of a derivative financial instrument. All closed loans to be sold on a mandatory delivery basis are classified as held-for-sale on the Consolidated Statement of Financial Condition. Changes to the fair value of the interest rate lock commitments and the forward commitments are recorded in mortgage banking income in the Consolidated Statements of Income. We enter into risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which we are a participant. The risk participation agreements provide credit protection to the financial institution should the borrower fail to perform on its interest rate derivative contract with the financial institution. 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 risk participation agreements are included in other operating income in the Consolidated Statement of Income. 32 Table 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, 2025 Derivatives designated as hedging instruments: Interest rate swap agreements $ 75,000 585 100,000 727 Derivatives not designated as hedging instruments: Interest rate swap agreements 845,371 33,100 845,371 33,255 Foreign exchange swap agreements 2,709 4 5,445 91 Interest rate lock commitments 19,425 433 — — Forward commitments 1,954 71 — — Risk participation agreements — — 137,270 31 Total Derivatives $ 944,459 34,193 1,088,086 34,104 At December 31, 2024 Derivatives designated as hedging instruments: Interest rate swap agreements $ 125,000 1,529 50,000 32 Derivatives not designated as hedging instruments: Interest rate swap agreements 780,177 37,697 780,177 37,767 Foreign exchange swap agreements 5,724 199 2,690 4 Interest rate lock commitments 17,426 342 — — Forward commitments 1,509 34 — — Risk participation agreements — — 129,439 16 Total derivatives $ 929,836 39,801 962,306 37,819 The following table presents income or expense recognized on derivatives for the periods indicated (in thousands): For the quarter ended March 31, 2025 2024 Hedging derivatives: Decrease in interest expense $ 294 733 Non-hedging swap derivatives: (Decrease)/increase in other income ( 381 ) 287 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 (in months) Interest rate products: Issued May 11, 2023 $ 25,000 3.46 % $ ( 308 ) 5/11/2027 25 Issued May 12, 2023 25,000 3.50 % ( 296 ) 5/12/2028 37 Issued May 19, 2023 25,000 3.77 % ( 222 ) 11/19/2027 32 Issued May 31, 2023 25,000 4.00 % ( 168 ) 11/30/2026 20 Issued July 26, 2023 25,000 4.21 % ( 122 ) 7/26/2028 40 Issued July 31, 2023 25,000 4.26 % ( 100 ) 1/31/2028 34 Issued August 9, 2023 25,000 4.27 % ( 102 ) 8/9/2027 28 Total $ 175,000 $ ( 1,318 ) 33 Table of Contents 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 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 December 31, 2024 (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 $ 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 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. Due to the inherent subjectivity of assessments and unpredictability of outcomes of legal proceedings, any amounts accrued may not represent the ultimate loss to us from legal proceedings. 34 Table of Contents (12) Changes in Accumulated Other Comprehensive Income 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, 2025 Unrealized losses on securities available-for-sale Change in fair value of interest rate swaps Change in defined benefit pension plans Total 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 Amounts reclassified from accumulated other comprehensive income (3) — — ( 169 ) ( 169 ) Net other comprehensive income/(loss) 13,863 ( 1,261 ) ( 169 ) 12,433 Balance as of March 31, 2025 $ ( 116,385 ) ( 102 ) 18,006 ( 98,481 ) For the quarter ended March 31, 2024 Unrealized losses on securities available-for-sale Change in fair value of interest rate swaps Change in defined benefit pension plans Total 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 ) Amounts reclassified from accumulated other comprehensive income (6) — — ( 388 ) ( 388 ) Net other comprehensive income/(loss) ( 5,698 ) 2,154 ( 388 ) ( 3,932 ) 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) Change in fair value of interest rate swaps, net of tax $ 378 . (3) Consists of realized gains, net of tax of $ 64 . (4) Consists of unrealized holding losses, net of tax of $ 1,758 . (5) Change in fair value of interest rate swaps, net of tax ($ 630 ) . (6) Consists of realized gains, net of tax of $ 147 . 35 Table of Contents (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, 2025 2024 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) 5,458 5,313 Consolidated revenues $ 208,950 188,202 Less: Interest expense 52,777 57,001 Segment net interest income and noninterest income $ 156,173 131,201 Less: 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. 36 Table of Contents Banking Segment Quarter ended March 31, 2025 2024 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. 37 Table of Contents