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) September 30, 2025 December 31, 2024 Assets Cash and cash equivalents $ 278,817 288,378 Marketable securities available-for-sale (amortized cost of $ 1,405,959 and $ 1,278,665 , respectively) 1,270,880 1,108,944 Marketable securities held-to-maturity (fair value of $ 618,633 and $ 637,948 , respectively) 702,392 750,586 Total cash and cash equivalents and marketable securities 2,252,089 2,147,908 Loans held-for-sale 22,297 76,331 Loans held for investment 12,940,933 11,180,014 Allowance for credit losses ( 157,396 ) ( 116,819 ) Loans receivable, net 12,783,537 11,063,195 FHLB stock, at cost 33,349 21,006 Accrued interest receivable 55,549 46,356 Real estate owned, net 174 35 Premises and equipment, net 139,491 124,246 Bank-owned life insurance 303,115 253,137 Goodwill 438,402 380,997 Other intangible assets, net 47,924 2,837 Other assets 305,082 292,176 Total assets $ 16,381,009 14,408,224 Liabilities and shareholders’ equity Liabilities: Noninterest-bearing demand deposits $ 3,089,963 2,621,415 Interest-bearing demand deposits 2,898,350 2,666,504 Money market deposit accounts 2,462,979 2,007,739 Savings deposits 2,373,413 2,171,251 Time deposits 2,871,544 2,677,645 Total deposits 13,696,249 12,144,554 Borrowed funds 368,241 200,331 Subordinated debt 114,800 114,538 Junior subordinated debentures 130,028 129,834 Advances by borrowers for taxes and insurance 21,840 42,042 Accrued interest payable 10,555 6,935 Other liabilities 183,560 173,134 Total liabilities 14,525,273 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, 146,097,057 and 127,508,003 shares issued and outstanding, respectively 1,461 1,275 Additional paid-in capital 1,268,694 1,033,385 Retained earnings 672,843 673,110 Accumulated other comprehensive loss ( 87,262 ) ( 110,914 ) Total shareholders’ equity 1,855,736 1,596,856 Total liabilities and shareholders’ equity $ 16,381,009 14,408,224 See accompanying notes to unaudited Consolidated Financial Statements. 1 Tab l e of Content s NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (in thousands, except share data) Quarter ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Interest income: Loans receivable $ 177,723 156,413 497,275 459,938 Mortgage-backed securities 12,668 10,908 36,552 28,278 Taxable investment securities 1,183 842 3,115 2,364 Tax-free investment securities 752 512 1,776 1,460 FHLB stock dividends 652 394 1,336 1,499 Interest-earning deposits 1,700 2,312 6,789 4,935 Total interest income 194,678 171,381 546,843 498,474 Interest expense: Deposits 51,880 54,198 146,031 154,638 Borrowed funds 6,824 5,881 17,576 22,455 Total interest expense 58,704 60,079 163,607 177,093 Net interest income 135,974 111,302 383,236 321,381 Provision for credit losses - loans 31,394 5,727 51,106 12,130 Provision/(benefit) for credit losses - unfunded commitments ( 189 ) ( 852 ) ( 3,246 ) ( 4,190 ) Net interest income after provision for credit losses 104,769 106,427 335,376 313,441 Noninterest income: Gain/(loss) on sale of investments 36 — 36 ( 39,413 ) Gain on sale of SBA loans 341 667 2,398 2,997 Service charges and fees 16,911 15,932 47,695 46,982 Trust and other financial services income 8,040 7,924 23,898 22,617 Gain on real estate owned, net 132 105 474 649 Income from bank-owned life insurance 1,751 1,434 4,503 4,307 Mortgage banking income 1,003 744 2,774 2,097 Other operating income 3,984 1,027 9,713 6,711 Total noninterest income 32,198 27,833 91,491 46,947 Noninterest expense: Compensation and employee benefits 63,014 56,186 172,767 161,257 Premises and occupancy costs 7,707 7,115 23,229 22,206 Office operations 3,495 2,811 9,382 9,397 Collections expense 776 474 1,942 1,216 Processing expenses 15,072 14,570 42,035 43,990 Marketing expenses 1,932 2,004 6,830 6,563 Federal deposit insurance premiums 3,361 2,763 7,985 8,651 Professional services 3,010 3,302 9,756 11,095 Amortization of intangible assets 1,974 590 2,914 1,926 Merger, asset disposition and restructuring expense 31,260 43 38,627 2,913 Other expenses 1,897 909 7,308 3,997 Total noninterest expense 133,498 90,767 322,775 273,211 Income before income taxes 3,469 43,493 104,092 87,177 Federal and state income taxes expense 302 9,875 23,792 19,649 Net income $ 3,167 33,618 80,300 67,528 Basic earnings per share $ 0.02 0.26 0.61 0.53 Diluted earnings per share $ 0.02 0.26 0.61 0.53 See accompanying notes to unaudited Consolidated Financial Statements. 2 Tab l e of Content s NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (in thousands) Quarter ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Net income $ 3,167 33,618 80,300 67,528 Other comprehensive income net of tax: Net unrealized holding gains/(losses) on marketable securities: Unrealized holding gains/(losses), net of tax of ($ 2,826 ), ($ 8,980 ), ($ 8,489 ), and ($ 7,054 ), respectively 8,820 27,947 26,108 18,858 Reclassification adjustment for losses included in net income, net of tax of ($ 13 ), $ 0 , ($ 13 ), and ($ 7,706 ) respectively 44 — 45 26,789 Net unrealized holding gains/(losses) on marketable securities 8,864 27,947 26,153 45,647 Change in fair value of interest rate swaps, net of tax of $ 32 , $ 1,068 , $ 655 , and $ 342 , respectively ( 84 ) ( 3,654 ) ( 1,995 ) ( 1,170 ) Defined benefit plan: Actuarial reclassification adjustments for prior period service costs and actuarial gains included in net income, net of tax of $ 64 , $ 148 , $ 191 , and $ 442 , respectively ( 168 ) ( 387 ) ( 506 ) ( 1,163 ) Other comprehensive income 8,612 23,906 23,652 43,314 Total comprehensive income $ 11,779 57,524 103,952 110,842 See accompanying notes to unaudited Consolidated Financial Statements. 3 Tab l e of Content s 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 September 30, 2025 Shares Amount Beginning balance at June 30, 2025 127,842,403 $ 1,278 1,037,615 699,049 ( 95,874 ) 1,642,068 Comprehensive income: Net income — — — 3,167 — 3,167 Other comprehensive income, net of tax of ($ 2,743 ) — — — — 8,612 8,612 Total comprehensive income — — — 3,167 8,612 11,779 Acquisition of Penns Woods Bancorp, Inc. 18,226,469 182 230,018 — — 230,200 Exercise of stock options 18,182 1 176 — — 177 Stock-based compensation expense 14,550 — 885 — — 885 Common shares returned (1) ( 4,547 ) — — — — — Dividends paid ($ 0.20 per share) — — — ( 29,373 ) — ( 29,373 ) Ending balance at September 30, 2025 146,097,057 $ 1,461 1,268,694 672,843 ( 87,262 ) 1,855,736 (1) includes shares withheld for taxes and forfeitures Additional paid-in capital Retained earnings Accumulated other comprehensive loss Total shareholders’ equity Common stock Quarter ended September 30, 2024 Shares Amount Beginning balance at June 30, 2024 127,307,997 $ 1,273 1,027,703 657,706 ( 130,084 ) 1,556,598 Comprehensive income: Net income — — — 33,618 — 33,618 Other comprehensive loss, net of tax of ($ 7,764 ) — — — — 23,906 23,906 Total comprehensive income — — — 33,618 23,906 57,524 Exercise of stock options 94,731 1 1,098 — — 1,099 Stock-based compensation expense 9,928 — 1,583 — — 1,583 Stock-based compensation forfeited ( 12,457 ) — — — — — Dividends paid ($ 0.20 per share) — — — ( 25,479 ) — ( 25,479 ) Ending balance at September 30, 2024 127,400,199 $ 1,274 1,030,384 665,845 ( 106,178 ) 1,591,325 See accompanying notes to unaudited Consolidated Financial Statements. 4 Tab l e of Content s NORTHWEST BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited) (in thousands, expect share data) Additional paid-in capital Retained earnings Accumulated other comprehensive income/(loss) Total shareholders’ equity Common stock Nine months ended September 30, 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 — — — 80,300 — 80,300 Other comprehensive income, net of tax of ($ 7,656 ) — — — — 23,652 23,652 Total comprehensive income — — — 80,300 23,652 103,952 Acquisition of Penns Woods Bancorp, Inc. 18,226,469 182 230,018 — — 230,200 Exercise of stock options 83,316 1 762 — — 763 Stock-based compensation expense 306,288 3 4,529 — — 4,532 Common shares returned (1) ( 27,019 ) — — — — — Dividends paid ($ 0.60 per share) — — — ( 80,567 ) — ( 80,567 ) Ending balance at September 30, 2025 146,097,057 $ 1,461 1,268,694 672,843 ( 87,262 ) 1,855,736 (1) includes shares withheld for taxes and forfeitures Additional paid-in capital Retained earnings Accumulated other comprehensive income/(loss) Total shareholders’ equity Common stock Nine months ended September 30, 2024 Shares Amount Beginning balance at December 31, 2023 127,110,453 $ 1,271 1,024,852 674,686 ( 149,492 ) 1,551,317 Comprehensive income: Net income — — — 67,528 — 67,528 Other comprehensive income, net of tax of ($ 13,976 ) — — — — 43,314 43,314 Total comprehensive income — — — 67,528 43,314 110,842 Exercise of stock options 101,123 1 1,179 — — 1,180 Stock-based compensation expense 213,906 2 4,353 — — 4,355 Stock-based compensation forfeited ( 25,283 ) — — — — — Dividends paid ($ 0.60 per share) — — — ( 76,369 ) — ( 76,369 ) Ending balance at September 30, 2024 127,400,199 $ 1,274 1,030,384 665,845 ( 106,178 ) 1,591,325 See accompanying notes to unaudited Consolidated Financial Statements. 5 Tab l e of Content s NORTHWEST BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands) Nine months ended September 30, 2025 2024 Operating activities: Net income $ 80,300 67,528 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses 47,860 7,940 (Gain)/loss on sale of investments ( 36 ) 39,413 Net gain/loss on sale of assets 68 ( 5,646 ) Mortgage banking activity ( 2,774 ) ( 2,616 ) Gain on sale of SBA loans ( 2,398 ) ( 2,873 ) Net depreciation, amortization and accretion 1,706 18,113 Decrease in other assets 36,558 44,932 (Increase)/decrease in other liabilities ( 9,258 ) 19,721 Net amortization on marketable securities ( 211 ) 754 Noncash compensation expense related to stock benefit plans 4,532 4,355 Noncash write-down of other assets 2,589 6,140 Deferred income tax expense ( 8,231 ) 2,641 Origination of loans held-for-sale ( 145,358 ) ( 150,354 ) Proceeds from sale of loans held-for-sale 141,882 154,594 Net cash provided by operating activities 147,229 204,642 Investing activities: Purchase of marketable securities available-for-sale ( 134,179 ) ( 383,192 ) Proceeds from maturities and principal reductions of marketable securities held-to-maturity 47,634 47,482 Proceeds from maturities and principal reductions of marketable securities available-for-sale 88,249 59,925 Proceeds from sale of marketable securities available-for-sale 80,171 275,585 Proceeds from bank-owned life insurance 776 874 Loan originations ( 3,095,013 ) ( 2,729,306 ) Proceeds from loan maturities and principal reductions 3,208,141 2,820,106 Net proceeds of FHLB stock 17,065 8,923 Proceeds from sale of real estate owned 584 746 Purchases of premises and equipment, net ( 9,099 ) ( 2,076 ) Acquisitions, net of cash received 30,899 — Net cash used in investing activities 235,228 99,067 Financing activities: Net increase in deposits ( 65,917 ) 91,177 Net decrease in short-term borrowings ( 226,095 ) ( 194,521 ) Increase in advances by borrowers for taxes and insurance ( 20,202 ) ( 20,553 ) Cash dividends paid on common stock ( 80,567 ) ( 76,369 ) Proceeds from stock options exercised 763 1,180 Net cash provided by financing activities ( 392,018 ) ( 199,086 ) Net (decrease)/increase in cash and cash equivalents $ ( 9,561 ) 104,623 Cash and cash equivalents at beginning of period $ 288,378 122,260 Net (decrease)/increase in cash and cash equivalents ( 9,561 ) 104,623 Cash and cash equivalents at end of period $ 278,817 226,883 Cash paid during the period for: Interest on deposits and borrowings (including interest credited to deposit accounts of $ 132,632 and $ 81,238 , respectively) $ 159,987 175,637 Income taxes 35,616 15,245 Non-cash activities: Loan foreclosures and repossessions $ 2,996 3,259 Business acquisitions: Fair value of assets acquired $ 2,268,775 — Northwest Bancshares, Inc. common stock issued ( 230,200 ) — Cash paid ( 3,607 ) — Liabilities assumed $ 2,034,968 — See accompanying notes to unaudited Consolidated Financial Statements. 6 Tab l e of Content s 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 (“Federal Reserve Board”). 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 161 community-banking offices throughout Pennsylvania, Western New York, 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 September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or any other period. 7 Tab l e of Content s (2) Acquisition On July 25, 2025, the Company completed the previously announced merger with Penns Woods Bancorp, Inc. (“Penns Woods”), the holding company for Jersey Shore State Bank and Luzerne Bank, along with the mergers of Jersey Shore State Bank and Luzerne Bank, (collectively referred to as "Penns Woods"), with and into Northwest Bank, for total consideration of $ 234 million. The transaction has expanded Northwest’s franchise by 21 branch locations across North Central and Northeastern Pennsylvania after the consolidation. The results of Penns Woods operations are included in the Consolidated Statements of Income from the date of acquisition. The Penns Woods transactions constitutes a business combination as defined by FASB ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed are presented at their estimated fair values based on preliminary valuations as of the acquisition date. Under the terms of the merger agreement, each share of Penns Woods common stock was converted into 2.385 shares of the Company's common stock, or a total of 18,226,469 shares of common stock of the Company, valued at $ 230 million, based on the $ 12.63 per share closing price of the Company's stock on July 25, 2025 with cash in lieu of fractional shares paid at a rate of $ 13.14 per whole share of Northwest Bancshares, Inc. common stock. Additionally, any unexercised stock options of Penns Woods outstanding were cancelled in exchange for a cash payment at the spread value over the exercise price with total consideration paid of $ 4 million. As a result of the acquisition, the Company recorded preliminary goodwill totaling $ 57.4 million at July 25, 2025, which reflects expected synergies and economies of scale from the acquisition. While the Company believes the information available on July 25, 2025 provided a reasonable basis for estimating fair value, the Company may obtain additional information and evidence within the one-year measurement period that could result in changes to the estimated fair value amounts and associated goodwill. Valuations subject to change include, but are not limited to: loans, identified intangible assets, certain deposits, certain other assets and liabilities, and related deferred income taxes. Subsequent adjustments, if necessary, will be reflected in future filings. The following table shows the preliminary assessment of the consideration transferred and assets acquired and the liabilities assumed that were recorded at fair value on the date of acquisition (in thousands): Consideration paid: Northwest Bancshares, Inc. common stock issued $ 230,200 Cash consideration paid 3,607 Total consideration paid 233,807 Recognized amounts of identifiable assets acquired and (liabilities assumed), at fair value (1) Cash and cash equivalents $ 34,506 Investment securities available-for-sale 160,728 Loans, net 1,814,501 Federal Home Loan Bank stock 29,408 Premises and equipment 15,862 Core deposit intangible 48,000 Other assets 108,345 Deposits ( 1,617,611 ) Borrowings ( 394,135 ) Other liabilities ( 23,202 ) Total identifiable net assets $ 176,402 Goodwill $ 57,405 (1) Amounts are estimates and subject to adjustment. Actual amounts are not expected to differ materially from the amounts shown. We estimated the fair value of loans acquired from Penns Woods by utilizing a methodology wherein similar loans were aggregated into pools. Cash flows for each pool were determined by estimating future credit losses and the rate of prepayments. Projected monthly cash flows were then discounted to present value based on a market rate for similar loans. There was no carryover of Penns Woods allowance for credit losses associated with the loans we acquired as the loans were initially recorded at fair value. The unpaid principal balance of loans acquired was $ 1.9 billion with a fair value of $ 1.8 billion, net of a $ 71.5 million discount. 8 Tab l e of Content s The core deposit intangible represents the future economic benefit of acquired customer deposits. The fair value of the core deposit intangible asset was estimated based on a discounted cash flow methodology that incorporated expected customer attrition rates, cost of deposit base, net maintenance cost associated with customer deposits, and the cost for alternative funding sources. The core deposit intangible asset recognized as part of the Penns Woods merger is being amortized over its estimated useful life of ten years utilizing an accelerated method. The goodwill, which is not amortized for book purposes, was assigned to our only segment, Banking and is not deductible for tax purposes. The fair values of savings and transaction deposit accounts acquired from Penns Woods were assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. Certificates of deposit were valued by projecting out the expected cash flows based on the contractual terms of the certificates of deposit. These cash flows were discounted based on a market rate for a certificate of deposit with a corresponding maturity. Direct costs related to the Penns Woods merger were expensed as incurred and were $ 36 million during the nine months ended September 30, 2025, which included technology and communications costs, professional services, marketing and advertising, severance expense and fixed asset disposals. The following table presents unaudited pro forma information as if the acquisition of Penns Woods had occurred on January 1, 2024. These results combine the historical results of Penns Woods in the Company's Consolidated Statements of Income and while certain adjustments were made for the estimated impact of certain fair value adjustments and other acquisition-related activity, they are not indicative of what would have occurred had the acquisition taken place on January 1, 2024. No adjustments have been made to the pro forma results regarding possible revenue enhancements or expense efficiencies. Pro forma adjustments below include the net impact of Penns Woods loan accretion, CDI amortization and the elimination of merger-related costs and day 1 provision expense for non-PCD acquired loans. The Company expects to achieve further operating cost savings and other business synergies, as a result of the acquisition, which are not reflected in the pro forma amounts below (dollars in thousands): Proforma (unaudited) Proforma (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Total revenues (1) $ 174,672 160,312 526,381 429,656 Net income available to common shareholders 34,790 39,643 130,464 85,198 (1) Includes net interest income and total noninterest income The Company's operating results for the three and nine months ended September 30, 2025 includes the operating results of the acquired assets and assumed liabilities of Penns Woods subsequent to the acquisition on July 25, 2025. Due to the conversion of Penns Woods systems occurring at the merger date, as well as other streamlining and integration of the operating activities into those of the Company, historical reporting for the former Penns Woods operations is impracticable and thus disclosures of the revenue from the assets acquired and net income is impracticable for the period subsequent to acquisition. 9 Tab l e of Content s (3) Marketable Securities The following table shows the portfolio of marketable securities available-for-sale at September 30, 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 one year through five years $ 1,762 11 ( 18 ) 1,755 Due after ten years 42,581 — ( 8,165 ) 34,416 Debt issued by government-sponsored enterprises: Due after one year through five years 1,055 6 ( 3 ) 1,058 Due after five years through ten years 996 7 — 1,003 Municipal securities: Due within one year 4,774 6 — 4,780 Due after one year through five years 12,096 117 ( 1 ) 12,212 Due after five years through ten years 24,655 312 ( 1,405 ) 23,562 Due after ten years 53,172 191 ( 7,843 ) 45,520 Corporate debt issues: Due in one year or less 1,421 3 — 1,424 Due after five years through ten years 10,893 59 ( 79 ) 10,873 Due after ten years 26,315 1,151 — 27,466 Mortgage-backed securities: Fixed rate pass-through 297,215 3,099 ( 11,877 ) 288,437 Variable rate pass-through 3,156 59 ( 2 ) 3,213 Fixed rate agency CMOs 879,499 2,428 ( 113,019 ) 768,908 Variable rate agency CMOs 46,369 102 ( 218 ) 46,253 Total mortgage-backed securities 1,226,239 5,688 ( 125,116 ) 1,106,811 Total marketable securities available-for-sale $ 1,405,959 7,551 ( 142,630 ) 1,270,880 10 Tab l e of Content s 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 September 30, 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 — ( 226 ) 16,252 Due after one year through five years 107,987 — ( 9,406 ) 98,581 Mortgage-backed securities: Fixed rate pass-through 122,022 — ( 13,870 ) 108,152 Variable rate pass-through 328 3 — 331 Fixed rate agency CMOs 455,049 — ( 60,258 ) 394,791 Variable rate agency CMOs 528 — ( 2 ) 526 Total mortgage-backed securities 577,927 3 ( 74,130 ) 503,800 Total marketable securities held-to-maturity $ 702,392 3 ( 83,762 ) 618,633 11 Tab l e of Content s 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 September 30, 2025 (in thousands): Amortized cost Fair value Mortgage-backed securities: Due within one year $ 110 111 Due after one year through five years 15,394 14,720 Due after five years through ten years 21,044 21,398 Due after ten years 1,189,691 1,070,582 Total mortgage-backed securities $ 1,226,239 1,106,811 The following table shows the contractual maturity of our mortgage-backed securities held-to-maturity at September 30, 2025 (in thousands): Amortized cost Fair value Mortgage-backed securities: Due after one year through five years $ 19,874 18,671 Due after five years through ten years 20,160 17,416 Due after ten years 537,893 467,713 Total mortgage-backed securities $ 577,927 503,800 The following table shows the fair value of and gross unrealized losses on available-for-sale investment securities and held to maturity investment securities, for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at September 30, 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 $ 1,147 ( 18 ) 149,315 ( 17,800 ) 150,462 ( 17,818 ) Municipal securities 4,861 ( 2 ) 39,855 ( 9,247 ) 44,716 ( 9,249 ) Corporate issues 3,932 ( 42 ) 3,450 ( 37 ) 7,382 ( 79 ) Mortgage-backed securities - agency 47,948 ( 292 ) 1,141,622 ( 198,954 ) 1,189,570 ( 199,246 ) Total $ 57,888 ( 354 ) 1,334,242 ( 226,038 ) 1,392,130 ( 226,392 ) 12 Tab l e of Content s 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 September 30, 2025, which were comprised of 311 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 September 30, 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 September 30, 2025. The following table presents the credit quality of our held-to-maturity securities, based on the latest information available as of September 30, 2025 (in thousands). The credit ratings are sourced from nationally recognized rating agencies, which include Moody’s and S&P, and they are presented based on asset type. All of our held-to-maturity securities were current in their payment of principal and interest as of September 30, 2025. AA+ Total Held-to-maturity securities (at amortized cost): Debt issued by the U.S. government-sponsored enterprises $ 124,465 124,465 Mortgage-backed securities 577,927 577,927 Total marketable securities held-to-maturity $ 702,392 702,392 13 Tab l e of Content s (4) 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 September 30, 2025 and December 31, 2024 (in thousands): September 30, 2025 December 31, 2024 Personal Banking: Residential mortgage loans 3,157,853 3,178,269 Home equity loans 1,520,893 1,149,396 Vehicle loans 2,316,692 1,870,843 Consumer loans 137,113 124,242 Total Personal Banking 7,132,551 6,322,750 Commercial Banking: Commercial real estate loans 3,094,236 2,495,726 Commercial real estate loans - owner occupied 401,428 354,136 Commercial loans 2,312,718 2,007,402 Total Commercial Banking 5,808,382 4,857,264 Total loans receivable, gross 12,940,933 11,180,014 Allowance for credit losses ( 157,396 ) ( 116,819 ) Total loans receivable, net (1) 12,783,537 11,063,195 (1) Includes $( 151 ) thousand and $ 60 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at September 30, 2025 and December 31, 2024, respectively. 14 Tab l e of Content s The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended September 30, 2025 (in thousands): Balance as of September 30, 2025 Current period provision (1) Charge-offs (2) Recoveries Initial ACL on loans purchased with credit deterioration Balance as of June 30, 2025 Allowance for Credit Losses Personal Banking: Residential mortgage loans $ 11,592 ( 909 ) ( 137 ) 278 271 12,089 Home equity loans 7,375 2,189 ( 336 ) 315 991 4,216 Vehicle loans 26,498 6,021 ( 2,115 ) 473 885 21,234 Consumer loans 2,703 1,921 ( 1,879 ) 394 1 2,266 Total Personal Banking 48,168 9,222 ( 4,467 ) 1,460 2,148 39,805 Commercial Banking: Commercial real estate loans 69,515 16,036 ( 3,976 ) 343 3,488 53,624 Commercial real estate loans - owner occupied 5,022 1,226 ( 336 ) 2 — 4,130 Commercial loans 34,691 4,910 ( 2,395 ) 183 393 31,600 Total Commercial Banking 109,228 22,172 ( 6,707 ) 528 3,881 89,354 Total $ 157,396 31,394 ( 11,174 ) 1,988 6,029 129,159 Allowance for Credit Losses - off-balance sheet exposure Personal Banking: Home equity loans $ 102 37 — — — 65 Total Personal Banking 102 37 — — — 65 Commercial Banking: Commercial real estate loans 2,288 391 — — — 1,897 Commercial real estate loans - owner occupied 325 65 — — — 260 Commercial loans 7,988 ( 682 ) — — — 8,670 Total Commercial Banking 10,601 ( 226 ) — — — 10,827 Total off-balance sheet exposure $ 10,703 ( 189 ) — — — 10,892 (1) Includes initial day 1 allowance on non-PCD loans acquired from Penns Woods of $ 20.6 million (2) Net charge-offs and associated metrics for the quarter ended September 30, 2025 exclude $ 18.1 million of charge-offs recognized immediately upon completion of the Penns Woods acquisition and related to required purchase accounting treatment The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended September 30, 2024 (in thousands): 15 Tab l e of Content s Balance as of September 30, 2024 Current period provision Charge-offs Recoveries Balance as of June 30, 2024 Allowance for Credit Losses Personal Banking: Residential mortgage loans $ 13,553 ( 1,444 ) ( 255 ) 253 14,999 Home equity loans 4,704 187 ( 890 ) 197 5,210 Vehicle loans 22,162 2,371 ( 2,064 ) 491 21,364 Consumer loans 1,869 1,327 ( 1,496 ) 370 1,668 Total Personal Banking 42,288 2,441 ( 4,705 ) 1,311 43,241 Commercial Banking: Commercial real estate loans 48,613 ( 1,577 ) ( 475 ) 106 50,559 Commercial real estate loans - owner occupied 3,849 223 — 11 3,615 Commercial loans 31,063 4,640 ( 1,580 ) 348 27,655 Total Commercial Banking 83,525 3,286 ( 2,055 ) 465 81,829 Total $ 125,813 5,727 ( 6,760 ) 1,776 125,070 Allowance for Credit Losses - off-balance sheet exposure Personal Banking: Residential mortgage loans $ — ( 1 ) — — 1 Home equity loans 59 ( 4 ) — — 63 Total Personal Banking 59 ( 5 ) — — 64 Commercial Banking: Commercial real estate loans 3,407 ( 1,043 ) — — 4,450 Commercial real estate loans - owner occupied 159 8 — — 151 Commercial loans 9,308 188 — — 9,120 Total Commercial Banking 12,874 ( 847 ) — — 13,721 Total off-balance sheet exposure $ 12,933 ( 852 ) — — 13,785 16 Tab l e of Content s The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the nine months ended September 30, 2025 (in thousands): Balance as of September 30, 2025 Current period provision (1) Charge-offs (2) Recoveries Initial ACL on loans purchased with credit deterioration Balance as of December 31, 2024 Allowance for Credit Losses Personal Banking: Residential mortgage loans $ 11,592 ( 2,581 ) ( 998 ) 553 271 14,347 Home equity loans 7,375 1,811 ( 1,022 ) 750 991 4,845 Vehicle loans 26,498 8,284 ( 6,566 ) 1,506 885 22,389 Consumer loans 2,703 4,210 ( 4,564 ) 1,173 1 1,883 Total Personal Banking 48,168 11,724 ( 13,150 ) 3,982 2,148 43,464 Commercial Banking: Commercial real estate loans 69,515 23,317 ( 4,385 ) 2,767 3,488 44,328 Commercial real estate loans - owner occupied 5,022 1,394 ( 336 ) 82 — 3,882 Commercial loans 34,691 14,671 ( 6,563 ) 1,045 393 25,145 Total Commercial Banking 109,228 39,382 ( 11,284 ) 3,894 3,881 73,355 Total $ 157,396 51,106 ( 24,434 ) 7,876 6,029 116,819 Allowance for Credit Losses - off-balance sheet exposure Personal Banking: Home equity loans 102 40 — 62 Total Personal Banking 102 40 — — — 62 Commercial Banking: Commercial real estate loans 2,288 ( 1,866 ) — 4,154 Commercial real estate loans - owner occupied 325 165 — 160 Commercial loans 7,988 ( 1,585 ) — 9,573 Total Commercial Banking 10,601 ( 3,286 ) — — — 13,887 Total off-balance sheet exposure $ 10,703 ( 3,246 ) — — — 13,949 (1) Includes initial day 1 allowance on non-PCD loans acquired from Penns Woods of $ 20.6 million (2) Net charge-offs and associated metrics for the quarter ended September 30, 2025 exclude $ 18.1 million of charge-offs recognized immediately upon completion of the Penns Woods acquisition and related to required purchase accounting treatment 17 Tab l e of Content s The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the nine months ended September 30, 2024 (in thousands): Balance as of September 30, 2024 Current period provision Charge-offs Recoveries Balance as of December 31, 2023 Allowance for Credit Losses Personal Banking: Residential mortgage loans $ 13,553 ( 5,218 ) ( 669 ) 1,247 18,193 Home equity loans 4,704 53 ( 1,539 ) 787 5,403 Vehicle loans 22,162 444 ( 6,578 ) 1,385 26,911 Consumer loans 1,869 3,610 ( 4,116 ) 1,176 1,199 Total Personal Banking 42,288 ( 1,111 ) ( 12,902 ) 4,595 51,706 Commercial Banking: Commercial real estate loans 48,613 ( 2,289 ) ( 1,324 ) 959 51,267 Commercial real estate loans - owner occupied 3,849 42 — 32 3,775 Commercial loans 31,063 15,488 ( 4,062 ) 1,142 18,495 Total Commercial Banking 83,525 13,241 ( 5,386 ) 2,133 73,537 Total $ 125,813 12,130 ( 18,288 ) 6,728 125,243 Allowance for Credit Losses - off-balance sheet exposure Personal Banking: Residential mortgage loans $ — ( 2 ) — — 2 Home equity loans 59 ( 6 ) — — 65 Total Personal Banking 59 ( 8 ) — — 67 Commercial Banking: Commercial real estate loans 3,407 ( 2,740 ) — — 6,147 Commercial real estate loans - owner occupied 159 ( 14 ) — — 173 Commercial loans 9,308 ( 1,428 ) — — 10,736 Total Commercial Banking 12,874 ( 4,182 ) — — 17,056 Total off-balance sheet exposure $ 12,933 ( 4,190 ) — — 17,123 The following table presents additional information related to the acquired Penns Woods loan portfolio at the acquisition date, including the initial ACL at acquisition on the PCD loans (dollars in thousands): Total PCD loans: Unpaid principal balance of loans at acquisition $ 118,528 Allowance for credit losses at acquisition ( 6,029 ) Non-credit discount at acquisition ( 2,798 ) Purchase price $ 109,701 18 Tab l e of Content s The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at September 30, 2025 (in thousands): Total loans receivable Allowance for credit losses Nonaccrual loans Loans 90 days past due and accruing Personal Banking: Residential mortgage loans $ 3,157,853 11,592 11,497 — Home equity loans 1,520,893 7,375 6,979 — Vehicle loans 2,316,692 26,498 5,570 — Consumer loans 137,113 2,703 328 699 Total Personal Banking 7,132,551 48,168 24,374 699 Commercial Banking: Commercial real estate loans 3,094,236 69,515 80,690 — Commercial real estate loans - owner occupied 401,428 5,022 1,890 — Commercial loans 2,312,718 34,691 21,371 2 Total Commercial Banking 5,808,382 109,228 103,951 2 Total $ 12,940,933 157,396 128,325 701 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): 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 19 Tab l e of Content s We present the amortized cost of our loans on nonaccrual status including such loans with no allowance. The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the period ended September 30, 2025 (in thousands): September 30, 2025 Nonaccrual loans at December 31, 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 $ 6,951 8,676 2,821 11,497 Home equity loans 3,332 6,330 649 6,979 Vehicle loans 4,829 4,845 725 5,570 Consumer loans 199 317 11 328 Total Personal Banking 15,311 20,168 4,206 24,374 Commercial Banking: Commercial real estate loans 36,183 45,380 35,310 80,690 Commercial real estate loans - owner occupied 784 902 988 1,890 Commercial loans 9,123 19,671 1,700 21,371 Total Commercial Banking 46,090 65,953 37,998 103,951 Total $ 61,401 86,121 42,204 128,325 During the three and nine months ended September 30, 2025, we d id no t recognize any interest income on nonaccrual loans. The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the year ended December 31, 2024 (in thousands): December 31, 2024 Nonaccrual loans at December 31, 2023 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. 20 Tab l e of Content s A loan is considered to be collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of as of September 30, 2025 (in thousands): Real estate Equipment Other Total Commercial Banking: Commercial real estate loans $ 60,220 51 — 60,271 Commercial loans 751 8,997 2,375 12,123 Total Commercial Banking 60,971 9,048 2,375 72,394 Total $ 60,971 9,048 2,375 72,394 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. 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 September 30, 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 $ — $ 606 — 0.02 % — 494 — 0.02 % Home equity loans — 164 — 0.01 % — 29 — 0.00 % Consumer loans — — — — % — — 11 0.01 % Total Personal Banking — 770 — 0.01 % — 523 11 0.01 % Commercial Banking: Commercial real estate loans 8,476 76,062 — 2.73 % 1,357 — — 0.05 % Commercial loans 63 148 136 0.02 % — 35 — 0.00 % Total Commercial Banking 8,539 76,210 136 1.46 % 1,357 35 — 0.03 % Total $ 8,539 $ 76,980 136 0.66 % 1,357 558 11 0.02 % 21 Tab l e of Content s For the nine months ended September 30, 2025 2024 Payment delay Term extension Combination term extension and interest rate reduction Total class of financing receivable Payment delay Term extension Interest rate reduction Combination term extension and interest rate reduction Total class of financing receivable Personal Banking: Residential mortgage loans $ — 909 — 0.03 % — 979 — — 0.03 % Home equity loans — 241 — 0.02 % — 551 — 84 0.05 % Consumer loans — — — % — — — 13 0.01 % Total Personal Banking — 1,150 — 0.02 % — 1,530 — 97 0.03 % Commercial Banking: Commercial real estate loans 8,544 81,905 87 2.93 % 1,628 202 — — 0.07 % Commercial real estate loans - owner occupied — 3,492 — 0.87 % — — 680 — 0.19 % Commercial loans 1,848 155 136 0.09 % — 35 — 8 0.00 % Total Commercial Banking 10,392 85,552 223 1.66 % 1,628 237 680 8 0.05 % Total $ 10,392 86,702 223 0.75 % 1,628 1,767 680 105 0.04 % The following table presents the effect of the loan modifications presented above to borrowers experiencing financial difficulty for the periods indicated: For the quarter ended September 30, 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 — % 161 0 — % 156 0 Home equity loans — % 67 0 — % 105 0 Consumer loans — % 0 0 5 % 10 0 Total Personal Banking — % 141 0 5 % 151 0 Commercial Banking: Commercial real estate loans — % 12 0.5 — % 0 0.3 Commercial loans 3 % 74 0.3 — % 6 0 Total Commercial Banking 3 % 12 0.5 — % 6 0.3 Total loans 3 % 13 0.5 5 % 142 0.3 22 Tab l e of Content s For the nine months ended September 30, 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 — 147 0 — 151 0 Home equity loans — % 87 0 2 % 99 0 Consumer loans — % 0 0 6 % 66 0 Total Personal Banking — % 134 0 3 % 130 0 Commercial Banking: Commercial real estate loans — % 12 0.5 — % 117 0.5 Commercial real estate loans - owner occupied — % 6 0 2 % 0 0 Commercial loans 3 % 73 0.75 4 % 32 0 Total Commercial Banking 2 % 12 0.5 2 % 102 0.5 Total loans 2 % 13 0.5 2 % 126 0.5 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 September 30, 2025 (in thousands) : Current 30-59 days delinquent 60-89 days delinquent 90 days or greater delinquent Personal Banking: Residential mortgage loans $ 879 — — 210 Home equity loans 313 — — — Total Personal Banking 1,192 — — 210 Commercial Banking: Commercial real estate loans 85,170 5,367 — — Commercial real estate loans - owner occupied 3,492 — — — Commercial loans 353 — — 1,785 Total Commercial Banking 89,015 5,367 — 1,785 Total loans $ 90,207 5,367 — 1,995 The following table presents the performance of loans modified within the previous twelve months of September 30, 2024 (in thousands) : Current 30-59 days delinquent 60-89 days delinquent 90 days or greater delinquent Personal Banking: Residential mortgage loans $ 976 — — 3 Home equity loans 525 13 9 88 Consumer loans 13 — — — Total Personal Banking 1,514 13 9 91 Commercial Banking: Commercial real estate loans 1,830 — — — Commercial real estate loans - owner occupied 680 — — — Commercial loans 43 — — — Total Commercial Banking 2,553 — — — Total loans $ 4,067 13 9 91 23 Tab l e of Content s 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 September 30, 2025 2024 Term extension Payment delay Term extension Personal Banking: Residential mortgage loans $ 31 $ 179 3 Home equity loans — — 88 Total Personal Banking 31 179 91 Commercial Banking: Commercial loans — 1,785 — Total Commercial Banking — 1,785 — Total $ 31 1,964 91 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 September 30, 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 $ 1,639 7,917 9,427 18,983 3,138,870 3,157,853 Home equity loans 4,644 2,671 2,963 10,278 1,510,615 1,520,893 Vehicle loans 11,285 3,241 3,861 18,387 2,298,305 2,316,692 Consumer loans 972 450 1,004 2,426 134,687 137,113 Total Personal Banking 18,540 14,279 17,255 50,074 7,082,477 7,132,551 Commercial Banking: Commercial real estate loans 13,600 1,575 55,252 70,427 3,023,809 3,094,236 Commercial real estate loans - owner occupied 1,000 — 1,201 2,201 399,227 401,428 Commercial loans 9,974 1,915 9,490 21,379 2,291,339 2,312,718 Total Commercial Banking 24,574 3,490 65,943 94,007 5,714,375 5,808,382 Total loans $ 43,114 17,769 83,198 144,081 12,796,852 12,940,933 24 Tab l e of Content s 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: 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. 25 Tab l e of Content s 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. 26 Tab l e of Content s The following table presents the amortized cost basis of our loan portfolio by year of origination and credit quality indicator and the current period charge-offs by year of origination for each portfolio segment as of September 30, 2025 (in thousands): YTD September 30, 2025 2024 2023 2022 2021 Prior Revolving loans Revolving loans converted to term loans Total loans receivable Personal Banking: Residential mortgage loans Pass $ 41,277 42,770 221,145 621,045 724,760 1,495,358 — — 3,146,355 Substandard — — 235 3,291 1,041 6,931 — — 11,498 Total residential mortgage loans 41,277 42,770 221,380 624,336 725,801 1,502,289 — — 3,157,853 Residential mortgage current period charge-offs — — ( 51 ) ( 447 ) ( 55 ) ( 395 ) ( 50 ) — ( 998 ) Home equity loans Pass 70,813 28,333 50,077 75,064 75,448 307,314 854,971 51,894 1,513,914 Substandard 16 66 262 33 1,278 3,756 1,568 6,979 Total home equity loans 70,813 28,349 50,143 75,326 75,481 308,592 858,727 53,462 1,520,893 Home equity current period charge-offs — ( 8 ) ( 13 ) ( 218 ) ( 91 ) ( 323 ) ( 195 ) ( 174 ) ( 1,022 ) Vehicle loans Pass 862,928 530,426 380,871 328,822 138,959 69,116 — — 2,311,122 Substandard 186 1,008 1,524 1,399 745 708 — — 5,570 Total vehicle loans 863,114 531,434 382,395 330,221 139,704 69,824 — — 2,316,692 Vehicle current period charge-offs ( 226 ) ( 1,256 ) ( 1,612 ) ( 1,621 ) ( 947 ) ( 904 ) — — ( 6,566 ) Consumer loans Pass 29,927 19,527 9,818 3,902 1,401 3,454 67,534 523 136,086 Substandard 43 46 74 15 7 36 700 106 1,027 Total consumer loans 29,970 19,573 9,892 3,917 1,408 3,490 68,234 629 137,113 Consumer loan current period charge-offs ( 1,891 ) ( 551 ) ( 580 ) ( 278 ) ( 171 ) ( 859 ) ( 144 ) ( 90 ) ( 4,564 ) Total Personal Banking 1,005,174 622,126 663,810 1,033,800 942,394 1,884,195 926,961 54,091 7,132,551 Commercial Banking: Commercial real estate loans Pass 89,316 267,160 341,942 475,235 292,083 1,035,484 46,950 18,106 2,566,276 Special mention 1,770 2,976 21,477 30,053 27,964 78,629 848 — 163,717 Substandard 504 29,159 16,403 88,479 97,398 128,483 1,998 1,819 364,243 Total commercial real estate loans 91,590 299,295 379,822 593,767 417,445 1,242,596 49,796 19,925 3,094,236 Commercial real estate current period charge-offs — ( 3 ) — ( 2,009 ) ( 30 ) ( 2,154 ) ( 16 ) ( 173 ) ( 4,385 ) Commercial real estate loans - owner occupied Pass 61,660 34,700 18,971 23,819 61,944 138,212 6,584 — 345,890 Special mention — — — — 634 5,281 400 973 7,288 Substandard — 3,968 11,752 2,129 3,554 24,312 1,971 564 48,250 Total commercial real estate loans - owner occupied 61,660 38,668 30,723 25,948 66,132 167,805 8,955 1,537 401,428 Commercial real estate - owner occupied current period charge-offs — — — — — ( 335 ) ( 1 ) — ( 336 ) Commercial loans Pass 418,200 573,420 270,301 230,666 40,649 64,051 540,633 3,316 2,141,236 Special mention 279 18,599 9,215 2,718 6,034 212 44,571 381 82,009 Substandard 1,702 22,490 19,873 3,664 1,753 9,220 29,362 1,409 89,473 Total commercial loans 420,181 614,509 299,389 237,048 48,436 73,483 614,566 5,106 2,312,718 Commercial loans current period charge-offs — ( 128 ) ( 464 ) ( 2,719 ) ( 206 ) ( 1,346 ) ( 293 ) ( 1,407 ) ( 6,563 ) Total Commercial Banking 573,431 952,472 709,934 856,763 532,013 1,483,884 673,317 26,568 5,808,382 Total loans $ 1,578,605 1,574,598 1,373,744 1,890,563 1,474,407 3,368,079 1,600,278 80,659 12,940,933 For the nine months ended September 30, 2025, $ 8 million of revolving loans were converted to term loans. 27 Tab l e of Content s 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. 28 Tab l e of Content s (5) Goodwill and Other Intangible Assets The following table provides information for intangible assets subject to amortization at the dates indicated (in thousands): September 30, 2025 December 31, 2024 Amortizable intangible assets: Core deposit intangibles - gross $ 74,899 74,899 Acquisitions 48,000 — Less: accumulated amortization ( 74,975 ) ( 72,062 ) Core deposit intangibles - net $ 47,924 2,837 Total intangible assets - net $ 47,924 2,837 The following table shows the actual aggregate amortization expense for the quarters ended September 30, 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 five succeeding fiscal years (in thousands): For the quarter ended September 30, 2025 $ 1,974 For the quarter ended September 30, 2024 590 For the nine months ended September 30, 2025 2,914 For the nine months ended September 30, 2024 1,926 For the year ending December 31, 2025 5,563 For the year ending December 31, 2026 9,559 For the year ending December 31, 2027 8,040 For the year ending December 31, 2028 6,783 For the year ending December 31, 2029 5,831 For the year ending December 31, 2030 4,879 The following table provides information for the changes in the carrying amount of goodwill (in thousands): Total Balance at December 31, 2024 $ 380,997 Goodwill acquired 57,405 Balance at September 30, 2025 $ 438,402 We performed our annual goodwill impairment test as of June 30, 2025 in accordance with Accounting Standards Codification ("ASC") 350, Intangibles - Goodwill and Other, and concluded that goodwill was not impaired. (6) Borrowed Funds (a) Borrowings Borrowed funds at September 30, 2025 and December 31, 2024 are presented in the following table (dollars in thousands): September 30, 2025 December 31, 2024 Amount Average rate Amount Average rate Term notes payable to the FHLB of Pittsburgh, due within one year $ 242,953 4.46 % $ 175,000 4.64 % Term notes payable to the FHLB of Pittsburgh, due in more than one year 105,605 4.09 % — — % Total term notes payable to the FHLB 348,558 175,000 Collateralized borrowings, due within one year 18,223 1.41 % 22,323 1.73 % Collateral received, due within one year 1,460 4.36 % 3,008 4.65 % Total borrowed funds $ 368,241 $ 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 September 30, 2025, the carrying value of these loans wa s $ 5.3 billion. Certai n 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 September 30, 2025 and December 31, 2024. 29 Tab l e of Content s At September 30, 2025 and December 31, 2024, collateralized borrowings due within one year were $ 18 million and $ 22 million, respectively. These borrowings are collateralized by cash or va rious securities held in safekeeping by the FHLB. At September 30, 2025, the carrying value of the cash and securities used as collateral was $ 33 million. At September 30, 2025 and December 31, 2024, collateral received was $ 1 million and $ 3 million, respectively. This represents collateral posted to us from our derivative counterparties. At September 30, 2025 and December 31, 2024, term notes payable to the FHLB of Pittsburgh due within one year was $ 243 million and $ 175 million, respectively. At September 30, 2025 term notes payable to the FHLB of Pittsburgh due in more than one year was $ 106 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 September 30, 2025 and December 31, 2024, subordinated notes, net of issuance costs, were $ 115 million. For the nine months ended September 30, 2025 and September 30, 2024 total interest expense paid on the subordinated notes was $ 4 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 September 30, 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 8,043 8,024 Union National Capital Trust II (1) November 23, 2034 3-month SOFR plus 2.00 % 3,000 2,843 2,823 MFBC Statutory Trust I (1) September 15, 2035 3-month SOFR plus 1.70 % 5,000 3,969 3,891 Universal Preferred Trust (1) October 7, 2035 3-month SOFR plus 1.69 % 5,000 3,960 3,883 $ 128,875 130,028 129,834 (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 nine months ended September 30, 2025 and September 30, 2024 total interest expense paid on trust preferred securities was $ 6 million and $ 7 million, respectively. The Trusts must redeem the preferred securities when the debentures are paid at maturity or upon an earlier redemption of the debentures to the extent the debentures are redeemed. All or part of the debentures may be redeemed at any time. 30 Tab l e of Content s (7) 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 September 30, 2025, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $ 70 million, of which $ 64 million is fully collateralized. At September 30, 2025, we had a liability which represents deferred income of $ 1 million related to the standby letters of credit. In addition, we maintain a $ 21 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 $ 12 million in notional value of credit cards have been issued. These issued credit cards had an outstanding balance of $ 3 million at September 30, 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. (8) 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 three and nine months ended September 30, 2025 and 2024 and the treasury stock method was used to determine diluted earnings per share for the three and nine months ended September 30, 2025 and 2024. The following table sets forth the computation of basic and diluted EPS (in thousands, except share data and per share amounts): Quarter ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Numerator for earnings per share - Basic and Diluted: Net income - treasury stock method - Basic and Diluted $ 3,167 33,618 80,300 67,528 Less: Dividends and undistributed earnings allocated to participating securities 2 43 41 86 Net income available to common shareholders - two class method - Basic and Diluted $ 3,165 33,575 80,259 67,442 Denominator for earnings per share - treasury stock method - Basic and Diluted Weighted average common shares outstanding - Basic 140,667,671 127,206,579 131,947,911 127,015,478 Add: Potentially dilutive shares 507,845 507,932 752,606 553,536 Denominator for treasury stock method - Diluted 141,175,516 127,714,511 132,700,517 127,569,014 Denominator for earnings per share - two class method - Basic and Diluted: Weighted average common shares outstanding - Basic 140,667,671 127,206,579 131,947,911 127,015,478 Add: Average participating shares outstanding 74,822 162,943 74,822 162,943 Denominator for two class method - Diluted 140,742,493 127,369,522 132,022,733 127,178,421 Basic earnings per share $ 0.02 0.26 0.61 0.53 Diluted earnings per share $ 0.02 0.26 0.61 0.53 Anti-dilutive awards (1) 1,981 2,195 1,981 2,369 (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. 31 Tab l e of Content s (9) 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 September 30, Pension benefits Other post-retirement benefits 2025 2024 2025 2024 Service cost $ 1,120 1,425 — — Interest cost 2,312 2,205 15 15 Expected return on plan assets ( 3,290 ) ( 3,776 ) — — Amortization of prior service cost ( 203 ) ( 563 ) — — Amortization of the net loss ( 37 ) 18 7 10 Net periodic cost $ ( 98 ) ( 691 ) 22 25 Nine months ended September 30, Pension benefits Other post-retirement benefits 2025 2024 2025 2024 Service cost $ 3,360 4,275 — — Interest cost 6,658 6,615 45 45 Expected return on plan assets ( 9,268 ) ( 11,328 ) — — Amortization of prior service cost ( 609 ) ( 1,689 ) — — Amortization of the net loss ( 111 ) 54 21 30 Net periodic cost $ 30 ( 2,073 ) 66 75 Because of the current funding status, we do not anticipate a funding requirement during the year ending December 31, 2025. (10) 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. 32 Tab l e of Content s 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 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. 33 Tab l e of Content s 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. 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 September 30, 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 September 30, 2025 (in thousands): Carrying amount Estimated fair value Level 1 Level 2 Level 3 Netting Adjustments (1) Financial assets: Cash and cash equivalents $ 278,817 278,817 278,817 — — — Securities available-for-sale 1,270,880 1,270,880 — 1,270,880 — — Securities held-to-maturity 702,392 618,633 — 618,633 — — Loans receivable, net 12,783,537 12,105,878 — — 12,105,878 — Loans held-for-sale 22,297 22,297 — 22,297 — Accrued interest receivable 55,549 55,549 55,549 — — — Interest rate lock commitments 1,030 1,030 — — 1,030 — Forward commitments 229 229 — 229 — — Foreign exchange swaps 57 57 — 57 — — Interest rate swaps designated as hedging instruments — — — 126 — ( 126 ) Interest rate swaps not designated as hedging instruments 12,681 12,681 — 29,056 — ( 16,375 ) FHLB stock 33,349 33,349 — — — — Total financial assets $ 15,160,818 14,399,400 334,366 1,918,981 12,129,205 ( 16,501 ) 34 Tab l e of Content s Financial liabilities: Savings and checking deposits $ 10,824,705 10,824,705 10,824,705 — — — Time deposits 2,871,544 2,860,894 — — 2,860,894 — Borrowed funds 368,241 367,464 371,454 — — ( 3,990 ) Subordinated debt 114,800 118,683 — 118,683 — — Junior subordinated debentures 130,028 127,178 — — 127,178 — Interest rate swaps designated as hedging instruments — — — 1,279 — ( 1,279 ) Interest rate swaps not designated as hedging instruments 20,000 20,000 — 31,232 — ( 11,232 ) Risk participation agreements 31 31 — 31 — — Accrued interest payable 10,555 10,555 10,555 — — — Total financial liabilities $ 14,339,904 14,329,510 11,206,714 151,225 2,988,072 ( 16,501 ) (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 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 September 30, 2025 and December 31, 2024. 35 Tab l e of Content s The following table represents assets and liabilities measured at fair value on a recurring basis at September 30, 2025 (in thousands): Level 1 Level 2 Level 3 Netting Adjustments (1) Total assets at fair value Debt securities: U.S. government and agencies $ — 36,171 — — 36,171 Government-sponsored enterprises — 2,061 — — 2,061 States and political subdivisions — 86,074 — — 86,074 Corporate — 39,763 — — 39,763 Total debt securities — 164,069 — — 164,069 Mortgage-backed securities: GNMA — 54,572 — — 54,572 FNMA — 112,122 — — 112,122 FHLMC — 124,952 — — 124,952 Non-agency — 3 — — 3 Collateralized mortgage obligations: GNMA — 575,200 — — 575,200 FNMA — 80,789 — — 80,789 FHLMC — 159,173 — — 159,173 Total mortgage-backed securities — 1,106,811 — — 1,106,811 Interest rate lock commitments — — 1,030 — 1,030 Forward commitments — 229 — — 229 Foreign exchange swaps — 57 — — 57 Interest rate swaps designated as hedging instruments — 126 — ( 126 ) — Interest rate swaps not designated as hedging instruments — 29,056 — ( 16,375 ) 12,681 Total assets $ — 1,300,348 1,030 ( 16,501 ) 1,284,877 Interest rate swaps designated as hedging instruments $ — 1,279 — ( 1,279 ) — Interest rate swaps not designated as hedging instruments — 31,232 — ( 11,232 ) 20,000 Risk participation agreements — 31 — — 31 Total liabilities $ — 32,542 — ( 12,511 ) 20,031 (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. 36 Tab l e of Content s 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 — ( 2,394 ) 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 September 30, For the nine months endedSeptember 30, 2025 2024 2025 2024 Beginning balance, $ 933 791 342 641 Interest rate lock commitments: Net activity 97 ( 118 ) 688 32 Transfers from Level 3 — — — — Transfers into Level 3 — — — — Ending balance $ 1,030 673 1,030 673 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. 37 Tab l e of Content s The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of September 30, 2025 (in thousands): Level 1 Level 2 Level 3 Total assets at fair value Loans individually assessed $ — — 38,698 38,698 Real estate owned, net — — 174 174 Total assets $ — — 38,872 38,872 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 September 30, 2025 (in thousands): Fair value Valuation techniques Significant unobservable inputs Range (weighted average) Loans individually assessed $ 38,698 Appraisal value (1) Estimated cost to sell 10 % Mortgage servicing rights — Discounted cash flow Annual service cost $ 89 Prepayment rate 6.0 % to 17.2 % ( 10.3 %) Expected life (months) 49.3 to 106.2 ( 74 ) Option adjusted spread 724 basis points Forward yield curve 4.39 % to 4.02 % Real estate owned, net 174 Appraisal value (1) Estimated cost to sell 10 % Loans held for sale 22,297 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. 38 Tab l e of Content s (11) 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 September 30, 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. 39 Tab l e of Content s 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 September 30, 2025 Derivatives designated as hedging instruments: Interest rate swap agreements $ 50,000 126 125,000 1,279 Derivatives not designated as hedging instruments: Interest rate swap agreements 943,903 29,056 943,903 31,232 Foreign exchange swap agreements 2,800 57 — — Interest rate lock commitments 34,841 1,030 — — Forward commitments 8,027 229 — — Risk participation agreements — — 118,919 31 Total Derivatives $ 1,039,571 30,498 1,187,822 32,542 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 September 30, For the nine months ended September 30, 2025 2024 2025 2024 Hedging derivatives: Decrease in interest expense $ 302 732 889 2,198 Non-hedging swap derivatives: Increase/(decrease) in other income 325 ( 221 ) ( 287 ) ( 45 ) Increase/(decrease) in mortgage banking income 223 ( 73 ) 1,012 135 The following table presents information regarding our derivative financial instruments designated as hedging for the quarter ended September 30, 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 3.40 % $ ( 271 ) 5/11/2027 19 Issued May 12, 2023 25,000 3.42 % ( 258 ) 5/12/2028 31 Issued May 19, 2023 25,000 3.73 % ( 185 ) 11/19/2027 26 Issued May 31, 2023 25,000 3.95 % ( 132 ) 11/30/2026 14 Issued July 26, 2023 25,000 4.16 % ( 82 ) 7/26/2028 34 Issued July 31, 2023 25,000 4.23 % ( 60 ) 1/31/2028 28 Issued August 9, 2023 25,000 4.21 % ( 64 ) 8/9/2027 22 Total $ 175,000 $ ( 1,052 ) 40 Tab l e of Content s 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 September 30, 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 $ 126 ( 126 ) — Interest rate swaps - not hedging 29,056 ( 16,375 ) 12,681 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 1,279 ( 1,279 ) — Interest rate swaps - not hedging 31,232 ( 11,232 ) 20,000 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 (12) Legal Proceedings We establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated. As of September 30, 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. 41 Tab l e of Content s (13) 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 September 30, 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 June 30, 2025 $ ( 112,959 ) ( 752 ) 17,837 ( 95,874 ) Other comprehensive income/(loss) income before reclassification adjustments (1) (3) 8,820 ( 84 ) — 8,736 Amounts reclassified from accumulated other comprehensive income (2) (4) 44 — ( 168 ) ( 124 ) Net other comprehensive income/(loss) 8,864 ( 84 ) ( 168 ) 8,612 Balance as of September 30, 2025 $ ( 104,095 ) ( 836 ) 17,669 ( 87,262 ) For the quarter ended September 30, 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 June 30, 2024 $ ( 132,959 ) 2,110 765 ( 130,084 ) Other comprehensive (loss)/income before reclassification adjustments (5) (7) 27,947 ( 3,654 ) — 24,293 Amounts reclassified from accumulated other comprehensive income (6) (8) — — ( 387 ) ( 387 ) Net other comprehensive income/(loss) 27,947 ( 3,654 ) ( 387 ) 23,906 Balance as of September 30, 2024 $ ( 105,012 ) ( 1,544 ) 378 ( 106,178 ) (1) Consists of unrealized holding gains, net of tax of ($ 2,826 ) . (2) Consists of realized losses, net of tax of ($ 13 ) . (3) Change in fair value of interest rate swaps, net of tax $ 32 . (4) Consists of realized gains, net of tax of $ 64 . (5) Consists of unrealized holding gains, net of tax of ($ 8,980 ) . (6) Consists of realized losses, net of tax of $ 0 (7) Change in fair value of interest rate swaps, net of tax $ 1,068 . (8) Consists of realized gains, net of tax of $ 148 . For the nine months ended September 30, 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 income/(loss) before reclassification adjustments (1) (3) 26,108 ( 1,995 ) — 24,113 Amounts reclassified from accumulated other comprehensive income (2) (4) 45 — ( 506 ) ( 461 ) Net other comprehensive income/(loss) 26,153 ( 1,995 ) ( 506 ) 23,652 Balance as of September 30, 2025 $ ( 104,095 ) ( 836 ) 17,669 ( 87,262 ) 42 Tab l e of Content s For the nine months ended September 30, 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 before reclassification adjustments (5) (7) 18,858 ( 1,170 ) — 17,688 Amounts reclassified from accumulated other comprehensive income (6) (8) 26,789 — ( 1,163 ) 25,626 Net other comprehensive loss 45,647 ( 1,170 ) ( 1,163 ) 43,314 Balance as of September 30, 2024 $ ( 105,012 ) ( 1,544 ) 378 ( 106,178 ) (1) Consists of unrealized holding gains, net of tax of ($ 8,489 ) . (2) Consists of realized losses, net of tax of ($ 13 ) . (3) Change in fair value of interest rate swaps, net of tax $ 655 . (4) Consists of realized gains, net of tax of $ 191 . (5) Consists of unrealized holding gains, net of tax ($ 7,054 ) . (6) Consists of realized losses, net of tax ($ 7,706 ) . (7) Change in fair value of interest rate swaps, net of tax $ 342 . (8) Consists of realized gains, net of tax of $ 442 . 43 Tab l e of Content s (14) 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 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 September 30, Nine months ended September 30, 2025 2024 2025 2024 Interest income $ 194,678 171,381 546,843 498,474 Reconciliation of revenue Service charges and fees 16,911 15,932 47,695 46,982 Trust and other financial services income 8,040 7,924 23,898 22,617 Gain (loss) on sale of investments 36 — 36 ( 39,413 ) Other revenue (1) 7,211 3,977 19,862 16,761 Consolidated revenues $ 226,876 199,214 638,334 545,421 Less: Interest expense 58,704 60,079 163,607 177,093 Segment net interest income and noninterest income $ 168,172 139,135 474,727 368,328 Less: Provision for credit losses 31,205 4,875 47,860 7,940 Compensation and employee benefits 63,014 56,186 172,767 161,257 Processing expenses 15,072 14,570 42,035 43,990 Premises and occupancy costs 7,707 7,115 23,229 22,206 Professional services 3,010 3,302 9,756 11,095 Office operations 3,495 2,811 9,382 9,397 Federal deposit insurance premiums 3,361 2,763 7,985 8,651 Other segment items (2) 37,839 4,020 57,621 16,615 Income tax expense 302 9,875 23,792 19,649 Segment net income/consolidated net income $ 3,167 33,618 80,300 67,528 (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. 44 Tab l e of Content s Banking Segment Quarter ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Other segment disclosures Interest income $ 194,678 171,381 546,843 498,474 Interest expense 58,704 60,079 163,607 177,093 Depreciation 1,147 1,583 6,667 2,564 Amortization 1,974 590 2,914 1,926 Other significant noncash items: Provision for credit losses 31,205 4,875 47,860 7,940 Segment assets 16,381,009 14,354,325 16,381,009 14,354,325 Expenditures for segment assets 3,648 1,989 9,099 2,076 45 Tab l e of Content s