What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-07 · 314 added, 193 removed, 1227 unchanged (29% of the section changed)

4 unchanged sentences

(in thousands, except share data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 248,499 233,647

42 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

Table of Content s

NORTHWEST BANCSHARES, INC.

2 unchanged sentences

(in thousands, except share data)

Quarter ended March 31,

Quarter ended June 30, Six months ended June 30,

2026 2025 2026 2025

Interest income:

48 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

Table of Content s

NORTHWEST BANCSHARES, INC.

2 unchanged sentences

(in thousands)

Quarter ended March 31,

Quarter ended June 30, Six months ended June 30,

2026 2025 2026 2025

Net income $ 53,546 33,675 104,082 77,133

4 unchanged sentences

Reclassification adjustment for (gains)/losses included in net income, net of tax of $ 214 , $ 0 , $ 216 , and $ 0 , respectively

( 663 ) 1 ( 670 ) 1

Net unrealized holding (losses)/gains on marketable securities ( 4,149 ) 3,426 ( 13,264 ) 17,289

9 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

Table of Content s

NORTHWEST BANCSHARES, INC.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(in thousands, expect share data)

(in thousands, except share data)

Additional paid-in capital Retained earnings Accumulated

other comprehensive income/(loss) Total shareholders’ equity

Quarter ended March 31, 2026 Shares Amount

Beginning balance at December 31, 2025 146,107,964 $ 1,461 1,270,444 689,210 ( 70,691 ) 1,890,424

Quarter ended June 30, 2026 Shares Amount

Beginning balance at March 31, 2026 146,302,025 $ 1,463 1,271,372 710,351 ( 78,879 ) 1,904,307

Comprehensive income:

8 unchanged sentences

— — — ( 29,474 ) — ( 29,474 )

Ending balance at March 31, 2026 146,302,025 $ 1,463 1,271,372 710,351 ( 78,879 ) 1,904,307

Ending balance at June 30, 2026 146,396,520 $ 1,464 1,274,117 734,423 ( 82,597 ) 1,927,407

(1) includes shares withheld for taxes and forfeitures

1 unchanged sentence

other comprehensive loss Total shareholders’ equity

Quarter ended March 31, 2025 Shares Amount

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

Quarter ended June 30, 2025 Shares Amount

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

Comprehensive income:

5 unchanged sentences

Stock-based compensation expense 65,654 1 1,967 — — 1,968

Stock-based compensation forfeited ( 761 ) — — — — —

Common shares returned (1) ( 21,711 ) — — — — —

Dividends paid ($ 0.20 per share)

— — — ( 25,692 ) — ( 25,692 )

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

Ending balance at June 30, 2025 127,842,403 $ 1,278 1,037,615 699,049 ( 95,874 ) 1,642,068

(1) includes shares withheld for taxes and forfeitures

See accompanying notes to unaudited Consolidated Financial Statements.

Table of Content s

NORTHWEST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(in thousands, except share data)

Additional paid-in capital Retained earnings Accumulated

other comprehensive income/(loss) Total shareholders’ equity

Six months ended June 30, 2026 Shares Amount

Beginning balance at December 31, 2025 146,107,964 $ 1,461 1,270,444 689,210 ( 70,691 ) 1,890,424

Comprehensive income:

Net income — — — 104,082 — 104,082

Other comprehensive income, net of tax of $ 4,829

— — — — ( 11,906 ) ( 11,906 )

Total comprehensive income — — — 104,082 ( 11,906 ) 92,176

Exercise of stock options 98,685 1 1,107 — — 1,108

Stock-based compensation expense 298,744 3 3,921 — — 3,924

Common shares returned (1) ( 108,873 ) ( 1 ) ( 1,355 ) — — ( 1,356 )

Dividends paid ($ 0.40 per share)

— — — ( 58,869 ) — ( 58,869 )

Ending balance at June 30, 2026 146,396,520 $ 1,464 1,274,117 734,423 ( 82,597 ) 1,927,407

(1) includes shares withheld for taxes and forfeitures

Additional paid-in capital Retained earnings Accumulated

other comprehensive income/(loss) Total shareholders’ equity

Six months ended June 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 — — — 77,133 — 77,133

Other comprehensive income, net of tax of ($ 4,911 )

— — — — 15,040 15,040

Total comprehensive income — — — 77,133 15,040 92,173

Exercise of stock options 65,134 — 586 — — 586

Stock-based compensation expense 291,738 3 3,644 — — 3,647

Common shares returned (1) ( 22,472 ) — — — — —

Dividends paid ($ 0.40 per share)

— — — ( 51,194 ) — ( 51,194 )

Ending balance at June 30, 2025 127,842,403 $ 1,278 1,037,615 699,049 ( 95,874 ) 1,642,068

(1) includes shares withheld for taxes and forfeitures

See accompanying notes to unaudited Consolidated Financial Statements.

NORTHWEST BANCSHARES, INC.

AND SUBSIDIARIES

1 unchanged sentence

(in thousands)

Three months ended March 31,

Six months ended June 30,

Operating activities:

7 unchanged sentences

Net depreciation, amortization and accretion ( 3,893 ) 1,658

Decrease in other assets 63,315 65,841

Decrease in other liabilities ( 49,361 ) ( 16,895 )

(Increase)/decrease in other assets ( 23,335 ) 34,462

(Increase)/decrease in other liabilities 8,826 ( 28,552 )

Net amortization on marketable securities ( 30 ) ( 66 )

1 unchanged sentence

Noncash write-down of other assets 31 315

Deferred income tax expense ( 38 ) ( 860 )

Origination of loans held-for-sale ( 96,328 ) ( 81,769 )

5 unchanged sentences

Proceeds from maturities and principal reductions of marketable securities available-for-sale 91,561 49,644

Proceeds from sale of marketable securities available-for-sale 40,197 —

Proceeds from bank-owned life insurance 14,339 111

8 unchanged sentences

Repayments of long-term borrowings ( 27,569 ) —

Net decrease in short-term borrowings ( 71,080 ) ( 3,061 )

Net increase/(decrease) in short-term borrowings 193,521 ( 2,323 )

Increase in advances by borrowers for taxes and insurance 10,091 5,823

13 unchanged sentences

See accompanying notes to unaudited Consolidated Financial Statements.

Table of Content s

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

4 unchanged sentences

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, northeaster 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, Northwest Capital Group, Inc., Mutual Federal Interest Corporation and the M Group, Inc.

Northwest Bank operates 151 full-service financial centers and eleven free standing drive-up facilities in Pennsylvania, 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, Mutual Federal Interest Corporation and the M Group, 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.

2 unchanged sentences

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, 2025 updated, as required, for any new pronouncements or changes.

Allowance for Credit Losses and Provision for Credit Losses Update

During the quarter-ended June 30, 2026, the Bank implemented a new model to calculate the allowance for credit losses on our vehicle loan portfolio.

This internally developed model uses loan, borrower, and collateral characteristics, and macroeconomic data as inputs and outputs monthly estimates of probability of default (PD), exposure at default (EAD), and loss given default (LGD).

A given loan’s lifetime loss is a summarization of their monthly EAD x PD x LGD or expected loss.

This change has been accounted for as a change in accounting estimates , with prospective application beginning in the period of change.

This change in estimate did not materially impact the Company's results of operations or financial condition.

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

The results of operations for the quarter ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or any other period.

Table of Content s

The results of operations for the quarter ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or any other period.

(2) Acquisition

1 unchanged sentence

(“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 transaction 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.

3 unchanged sentences

Additionally, any outstanding unexercised Penns Woods stock options of were cancelled in exchange for a cash payment at the spread value over the exercise price with total consideration paid of $ 4 million.

Preliminary goodwill associated with the Penns Woods acquisition totaled $ 63.3 million at March 31, 2026, which reflects expected synergies and economies of scale from the acquisition.

The goodwill at March 31, 2026 was calculated based on the preliminary fair values of the assets acquired and liabilities assumed as of the acquisition date, inclusive of subsequent measurement period adjustments, and is subject to change if the Company obtains additional information and evidence within the one-year measurement period.

Valuations subject to change include, but are not limited to:

loans, certain other assets and liabilities, and related deferred income taxes.

The Company did not record any measurement period adjustments in the first quarter of 2026.

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, inclusive of the aforementioned measurement period adjustments (dollars in thousands):

Goodwill associated with the Penns Woods acquisition totaled $ 64 million at June 30, 2026, which reflects expected synergies and economies of scale from the acquisition.

The goodwill at June 30, 2026 was calculated based on the fair values of the assets acquired and liabilities assumed as of the acquisition date, inclusive of subsequent measurement period adjustments described below.

The Company recorded measurement period adjustment in the second quarter of 2026 related other assets which resulted in a net

$ 0.7 million increase in goodwill associated with the acquisition compared to December 31, 2025.

As of July 25, 2026, the measurement period concluded and goodwill was finalized.

The following table shows the assessment of the consideration transferred and assets acquired and the liabilities assumed that were recorded at fair value on the date of acquisition, inclusive of the aforementioned measurement period adjustments (dollars in thousands):

Consideration paid:

16 unchanged sentences

Goodwill $ 64,001

(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.

3 unchanged sentences

The following table presents additional information related to the acquired Penns Woods loan portfolio at the acquisition date, including the initial ACL recorded at acquisition on the PCD loans (amounts in thousands).

Table of Content s

Non PCD loans

18 unchanged sentences

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) Proforma (unaudited)

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Total revenues (1) $ 181,167 172,428 356,231 350,309

1 unchanged sentence

(1) Includes net interest income and total noninterest income

The Company's operating results for the three ended March 31, 2026 includes the operating results of the acquired assets and assumed liabilities of Penns Woods subsequent to the acquisition on July 25, 2025.

The Company's operating results for the three and six months ended June 30, 2026 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.

Table of Content s

(3) Marketable Securities

The following table shows the portfolio of marketable securities available-for-sale at March 31, 2026 (in thousands):

The following table shows the portfolio of marketable securities available-for-sale at June 30, 2026 (in thousands):

Debt issued by the U.S government and agencies:

Due after one year through five years $ 1,571 11 ( 11 ) 1,571

Due after ten years $ 39,877 — ( 7,237 ) 32,640

Debt issued by government-sponsored enterprises:

Due after one year through five years 1,022 4 ( 1 ) 1,025

Due after five years through ten years 996 3 — 999

Municipal securities:

4 unchanged sentences

Corporate debt issues:

Due in one year or less 500 — — 500

Due after one year through five years 16,405 15 ( 107 ) 16,313

Due after five years through ten years 76,798 1,557 ( 635 ) 77,720

7 unchanged sentences

Total marketable securities available-for-sale $ 1,972,165 4,446 ( 147,432 ) 1,829,179

Table of Content s

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

23 unchanged sentences

Total marketable securities available-for-sale $ 1,710,978 9,703 ( 134,299 ) 1,586,382

The following table shows the portfolio of marketable securities held-to-maturity at March 31, 2026 (in thousands):

The following table shows the portfolio of marketable securities held-to-maturity at June 30, 2026 (in thousands):

Debt issued by government-sponsored enterprises:

7 unchanged sentences

Total marketable securities held-to-maturity $ 630,802 1 ( 80,387 ) 550,416

Table of Content s

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

9 unchanged sentences

Total marketable securities held-to-maturity $ 683,369 4 ( 77,444 ) 605,929

The following table shows the contractual maturity of our mortgage-backed securities available-for-sale at March 31, 2026 (in thousands):

The following table shows the contractual maturity of our mortgage-backed securities available-for-sale at June 30, 2026 (in thousands):

Mortgage-backed securities:

4 unchanged sentences

Total mortgage-backed securities $ 1,758,822 1,629,451

The following table shows the contractual maturity of our mortgage-backed securities held-to-maturity at March 31, 2026 (in thousands):

The following table shows the contractual maturity of our mortgage-backed securities held-to-maturity at June 30, 2026 (in thousands):

Mortgage-backed securities:

3 unchanged sentences

Total mortgage-backed securities $ 522,812 450,764

The following table shows the fair value of and gross unrealized losses on available-for-sale investment securities and held to maturity investment securities, for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position at March 31, 2026 (in thousands):

Less than 12 months 12 months or more Total

7 unchanged sentences

Total $ 886,181 ( 10,356 ) 1,128,299 ( 217,463 ) 2,014,480 ( 227,819 )

Table of Content s

8 unchanged sentences

Total $ 120,896 ( 283 ) 1,296,824 ( 211,460 ) 1,417,720 ( 211,743 )

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of March 31, 2026, which were comprised of 359 individual securities, represent a credit loss impairment.

The Company does not believe that the available-for-sale debt securities that were in an unrealized loss position as of June 30, 2026, which were comprised of 321 individual securities, represent a credit loss impairment.

All of these securities were issued by U.S.

7 unchanged sentences

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

As of March 31, 2026, t he Company does not have the intent to sell these investment securities and it is more likely than not that we will not be required to sell these securities before their anticipated recovery, which may be at maturity.

As of June 30, 2026, t he Company does not have the intent to sell these investment securities and it is more likely than not that we will not be required to sell these securities before their anticipated recovery, which may be at maturity.

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

3 unchanged sentences

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

The decline in fair value of the held-to-maturity debt securities were primarily attributable to changes in the interest rate environment and not due to the credit quality of these investment securities, therefore, the Company did not record an allowance for credit losses for these securities as of March 31, 2026.

The following table presents the credit quality of our held-to-maturity securities, based on the latest information available as of March 31, 2026 (in thousands).

The following table presents the credit quality of our held-to-maturity securities, based on the latest information available as of June 30, 2026 (in thousands).

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

All of our held-to-maturity securities were current in their payment of principal and interest as of March 31, 2026.

All of our held-to-maturity securities were current in their payment of principal and interest as of June 30, 2026.

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

3 unchanged sentences

Total marketable securities held-to-maturity $ 630,802 630,802

Table 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 March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026 December 31, 2025

The following table shows a summary of our loans receivable at amortized cost basis at June 30, 2026 and December 31, 2025 (in thousands):

June 30, 2026 December 31, 2025

Personal Banking:

7 unchanged sentences

Commercial real estate loans - owner occupied 377,376 381,206

Commercial and industrial 2,702,283 2,538,212

Commercial and industrial loans 2,898,867 2,538,212

Total Commercial Banking 5,887,104 5,835,114

2 unchanged sentences

Total loans receivable, net (1) $ 13,079,906 12,857,104

(1) Includes $ 14 million and $ 8 million of net unearned income, unamortized premiums and discounts and deferred fees and costs at March 31, 2026 and December 31, 2025, respectively.

Table 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 March 31, 2026 (in thousands):

Balance as of March 31, 2026 Current period provision Charge-offs Recoveries Balance as of December 31, 2025

(1) Includes $ 22 million and $ 8 million of net unearned income costs at June 30, 2026 and December 31, 2025, respectively.

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended June 30, 2026 (in thousands):

Balance as of June 30, 2026 Current period provision Charge-offs Recoveries Balance as of March 31, 2026

Allowance for Credit Losses

8 unchanged sentences

Commercial real estate loans - owner occupied 5,016 ( 16 ) — 2 5,030

Commercial and industrial 40,808 1,859 ( 1,155 ) 262 39,842

Commercial and industrial loans 44,791 4,682 ( 945 ) 246 40,808

Total Commercial Banking 103,898 2,876 ( 1,834 ) 414 102,442

2 unchanged sentences

Personal Banking:

Residential mortgage loans $ 1 1 — — —

Home equity loans 80 ( 6 ) — — 86

3 unchanged sentences

Commercial real estate loans - owner occupied 468 332 — — 136

Commercial and industrial 10,149 ( 353 ) — — 10,502

Commercial and industrial loans 11,715 1,566 — — 10,149

Total Commercial Banking 14,375 2,362 — — 12,013

Total off-balance sheet exposure $ 14,456 2,357 — — 12,099

Table 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 March 31, 2025 (in thousands):

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

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the quarter ended June 30, 2025 (in thousands):

Balance as of June 30, 2025 Current period provision Charge-offs Recoveries Balance as of March 31, 2025

Allowance for Credit Losses

21 unchanged sentences

Total off-balance sheet exposure $ 10,892 ( 2,712 ) — — 13,604

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at March 31, 2026 (in thousands):

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the six months ended June 30, 2026 (in thousands):

June 30, 2026 Current period provision Charge-offs Recoveries Balance

December 31, 2025

Allowance for Credit Losses

Personal Banking:

Residential mortgage loans $ 10,174 786 ( 1,466 ) 308 10,546

Home equity loans 6,211 369 ( 674 ) 367 6,149

Vehicle loans 24,744 3,036 ( 5,356 ) 1,119 25,945

Consumer loans 4,294 1,968 ( 3,296 ) 805 4,817

Total Personal Banking 45,423 6,159 ( 10,792 ) 2,599 47,457

Commercial Banking:

Commercial real estate loans 54,091 ( 3,798 ) ( 1,143 ) 798 58,234

Commercial real estate loans - owner occupied 5,016 332 — 5 4,679

Commercial and industrial loans 44,791 6,541 ( 2,100 ) 508 39,842

Total Commercial Banking 103,898 3,075 ( 3,243 ) 1,311 102,755

Total $ 149,321 9,234 ( 14,035 ) 3,910 150,212

Allowance for Credit Losses - off-balance sheet exposure

Personal Banking:

Residential mortgage loans $ 1 1 —

Home equity loans 80 ( 11 ) 91

Total Personal Banking 81 ( 10 ) — — 91

Commercial Banking:

Commercial real estate loans 2,192 266 1,926

Commercial real estate loans - owner occupied 468 303 165

Commercial and industrial loans 11,715 1,213 10,502

Total Commercial Banking 14,375 1,782 — — 12,593

Total off-balance sheet exposure $ 14,456 1,772 — — 12,684

The following table provides information related to the allowance for credit losses by portfolio segment and by class of financing receivable for the six months ended June 30, 2025 (in thousands):

Balance as of June 30, 2025 Current period provision Charge-offs Recoveries Balance as of December 31, 2024

Allowance for Credit Losses

Personal Banking:

Residential mortgage loans $ 12,089 ( 1,672 ) ( 861 ) 275 14,347

Home equity loans 4,216 ( 378 ) ( 686 ) 435 4,845

Vehicle loans 21,234 2,263 ( 4,451 ) 1,033 22,389

Consumer loans 2,266 2,289 ( 2,685 ) 779 1,883

Total Personal Banking 39,805 2,502 ( 8,683 ) 2,522 43,464

Commercial Banking:

Commercial real estate loans 53,624 7,281 ( 409 ) 2,424 44,328

Commercial real estate loans - owner occupied 4,130 168 — 80 3,882

Commercial and industrial loans 31,600 9,761 ( 4,168 ) 862 25,145

Total Commercial Banking 89,354 17,210 ( 4,577 ) 3,366 73,355

Total $ 129,159 19,712 ( 13,260 ) 5,888 116,819

Allowance for Credit Losses - off-balance sheet exposure

Personal Banking:

Home equity loans 65 3 — — 62

Total Personal Banking 65 3 — — 62

Commercial Banking:

Commercial real estate loans 1,897 ( 2,257 ) — — 4,154

Commercial real estate loans - owner occupied 260 100 — — 160

Commercial and industrial loans 8,670 ( 903 ) — — 9,573

Total Commercial Banking 10,827 ( 3,060 ) — — 13,887

Total off-balance sheet exposure $ 10,892 ( 3,057 ) — — 13,949

The following table provides information related to the loan portfolio by portfolio segment and by class of financing receivable at June 30, 2026 (in thousands):

receivable Allowance for

10 unchanged sentences

Commercial real estate loans - owner occupied 377,376 5,016 1,520 —

Commercial and industrial 2,702,283 40,808 22,594 19

Commercial and industrial loans 2,898,867 44,791 21,984 96

Total Commercial Banking 5,887,104 103,898 69,424 96

Total $ 13,229,227 149,321 91,351 573

Table of Content s

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

11 unchanged sentences

Commercial real estate loans - owner occupied 381,206 4,679 1,262 —

Commercial and industrial 2,538,212 39,842 28,085 44

Commercial and industrial loans 2,538,212 39,842 28,085 44

Total Commercial Banking 5,835,114 102,755 85,570 44

1 unchanged sentence

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

The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the period ended March 31, 2026 (in thousands):

March 31, 2026

The following table presents the amortized cost of our loans on nonaccrual status as of the beginning and end of the period ended June 30, 2026 (in thousands):

June 30, 2026

Nonaccrual loans at January 1, 2026 Nonaccrual loans with an allowance Nonaccrual loans with no allowance Total nonaccrual loans at the end of the period

8 unchanged sentences

Commercial real estate loans - owner occupied 1,262 539 981 1,520

Commercial and industrial 28,085 20,701 1,893 22,594

Commercial and industrial loans 28,085 18,100 3,884 21,984

Total Commercial Banking 85,570 45,009 24,415 69,424

Total $ 107,283 62,187 29,164 91,351

During the three months ended March 31, 2026, we did no t recognize any interest income on nonaccrual loans.

Table of Content s

During the three and six months ended June 30, 2026, we did no t recognize any interest income on nonaccrual loans.

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

10 unchanged sentences

Commercial real estate loans - owner occupied 784 275 987 1,262

Commercial and industrial 9,123 22,114 5,971 28,085

Commercial and industrial loans 9,123 22,114 5,971 28,085

Total Commercial Banking 46,090 46,575 38,995 85,570

2 unchanged sentences

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

The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of as of March 31, 2026 (in thousands):

The following table presents the amortized cost basis of collateral-dependent loans by class of loans and collateral type as of as of June 30, 2026 (in thousands):

Real estate Equipment Other Total

1 unchanged sentence

Commercial real estate loans $ 28,252 — — 28,252

Commercial and industrial 2,330 7,414 1,642 11,386

Commercial and industrial loans 2,264 7,052 1,642 10,958

Total Commercial Banking 30,516 7,052 1,642 39,210

4 unchanged sentences

Commercial real estate loans $ 40,086 50 — 40,136

Commercial and industrial 5,821 9,425 2,352 17,598

Commercial and industrial loans 5,821 9,425 2,352 17,598

Total Commercial Banking 45,907 9,475 2,352 57,734

8 unchanged sentences

a term extension, principal forgiveness, an other-than-insignificant payment delay, and/or an interest rate reduction.

Table of Content s

The following table presents the amortized cost basis of loans for the periods indicated that were both experiencing financial difficulty and modified during the respective period, by class and by type of modification.

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

For the quarter ended March 31,

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

For the quarter ended June 30,

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:

5 unchanged sentences

Commercial real estate loans - owner occupied — — — — % — 3,542 — 0.97 %

Commercial and industrial — — — % 1,785 8 10 0.09 %

Commercial and industrial loans 34 634 — 0.02 % — — — 0.00 %

Total Commercial Banking 303 40,238 17,457 0.99 % 43 6,725 91 0.14 %

Total $ 303 40,399 18,116 0.44 % $ 43 7,001 91 0.06 %

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

For the quarter ended March 31,

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

For the six months ended June 30,

Personal Banking:

Residential mortgage loans

$ — 134 659 0.03 % $ — 305 — 0.01 %

Home equity loans — 30 — — % — 78 — 0.01 %

3 unchanged sentences

Commercial real estate loans - owner occupied — — 2,935 0.78 % — 3,542 — 0.97 %

Commercial and industrial — % 0 1 % 89 0.8

Commercial and industrial loans 34 634 — 0.02 % 1,785 8 9 0.08 %

Total Commercial Banking 303 40,323 20,392 1.04 % 1,855 9,381 100 0.23 %

Total $ 303 40,487 21,051 0.47 % $ 1,855 9,764 100 0.10 %

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

For the quarter ended June 30,

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

Personal Banking:

Residential mortgage loans 1 % 109 0 — % 117 0

Home equity loans — % 40 0 — % 0 0

Total Personal Banking 1 % 107 0 — % 117 0

Commercial Banking:

Commercial real estate loans 2 % 8 0.5 1 % 11 0.5

Commercial real estate loans - owner occupied — % 0 0.0 — % 6 0

Commercial and industrial loans — % 6 0.5 — % 0 0.0

Total Commercial Banking 2 % 8 0.5 1 % 9 0.5

Total loans 2 % 9 0.5 1 % 13 0.5

For the six months ended June 30,

Personal Banking:

Residential mortgage loans 1 % 109 0 — % 118 0

Home equity loans — % 38 0 — % 131 0

Total Personal Banking 1 % 106 0 — % 121 0

Commercial Banking:

Commercial real estate loans 2 % 8 0.5 1 % 8 0.5

Commercial real estate loans - owner occupied 4 % 17 0 — % 6 0

Commercial and industrial loans — % 6 0.5 1 % 85 0.8

Total Commercial Banking 2 % 8 0.5 1 % 7 0.8

Total loans 2 % 10 0.5 1 % 12 0.8

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

The following table presents the performance of loans that such loans have been modified within the previous twelve months of March 31, 2026 (in thousands) :

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The following table presents the performance of loans that such loans have been modified within the previous twelve months of June 30, 2026 (in thousands) :

Current 30-59 days

10 unchanged sentences

Commercial real estate loans - owner occupied 4,453 — — —

Commercial and industrial 390 49 — —

Commercial and industrial loans 920 92 — 47

Total Commercial Banking 82,947 92 — 8,149

Total loans $ 84,637 122 3 8,332

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

The following table presents the performance of loans modified within the previous twelve months of June 30, 2025 (in thousands) :

Current 30-59 days

9 unchanged sentences

Commercial real estate loans - owner occupied 3,503 39 — —

Commercial and industrial 1,828 — — —

Commercial and industrial loans 35 67 — 1,718

Total Commercial Banking 9,531 106 — 1,718

2 unchanged sentences

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

For the quarter ended March 31,

For the quarter ended June 30,

Term extension Payment delay Term extension Payment delay

5 unchanged sentences

Commercial real estate loans — 8,102 — $ —

Commercial and industrial loans — 47 — 1,718

Total Commercial Banking — 8,149 — 1,718

Total $ 183 8,149 10 1,901

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

3 unchanged sentences

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

The following table provides information related to the amortized cost basis of loan payment delinquencies at March 31, 2026 (in thousands):

The following table provides information related to the amortized cost basis of loan payment delinquencies at June 30, 2026 (in thousands):

delinquent 60-89 days

11 unchanged sentences

Commercial real estate loans - owner occupied — 1,136 1,305 2,441 374,935 377,376

Commercial and industrial 7,127 8,432 11,266 26,825 2,675,458 2,702,283

Commercial and industrial loans 2,844 5,837 15,659 24,340 2,874,527 2,898,867

Total Commercial Banking 7,214 9,045 45,499 61,758 5,825,346 5,887,104

18 unchanged sentences

Commercial real estate loans - owner occupied 4,266 205 1,022 5,493 375,713 381,206

Commercial and industrial 5,657 2,899 16,269 24,825 2,513,387 2,538,212

Commercial and industrial loans 5,657 2,899 16,269 24,825 2,513,387 2,538,212

Total Commercial Banking 34,302 15,840 49,014 99,156 5,735,958 5,835,114

8 unchanged sentences

Loans in this class are considered to have high-risk characteristics.

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special mention loan exhibits material negative financial trends due to company-specific or systemic conditions.

18 unchanged sentences

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

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The following table presents the amortized cost basis of our loan portfolio by year of origination and credit quality indicator and the current period charge-offs by year of origination for each portfolio segment as of March 31, 2026 (in thousands):

YTD March 31, 2026 2025 2024 2023 2022 Prior Revolving loans Revolving loans converted to term loans Total loans

YTD June 30, 2026 2025 2024 2023 2022 Prior Revolving loans Revolving loans converted to term loans Total loans

Personal Banking:

33 unchanged sentences

Commercial real estate - owner occupied current period charge-offs — — — — — — — — —

Commercial and industrial

Commercial and industrial loans

Pass 559,533 688,265 404,125 218,497 156,341 64,819 644,727 6,512 2,742,819

1 unchanged sentence

Substandard — 1,936 23,310 10,326 7,401 6,661 59,019 1,094 109,747

Total commercial and industrial 207,762 747,721 511,376 256,664 203,727 86,034 685,086 3,913 2,702,283

Total commercial and industrial loans 559,533 702,740 446,435 237,233 164,827 71,768 708,724 7,607 2,898,867

Commercial and industrial current period charge-offs — ( 84 ) ( 281 ) ( 306 ) ( 600 ) ( 373 ) ( 387 ) ( 69 ) ( 2,100 )

1 unchanged sentence

Total loans $ 1,627,719 2,130,456 1,219,697 1,077,017 1,436,795 4,009,316 1,647,793 80,434 13,229,227

For the three months ended March 31, 2026, $ 8 million of revolving loans were converted to term loans.

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For the six months ended June 30, 2026, $ 15 million of revolving loans were converted to term loans.

The following table presents the amortized cost basis of our loan portfolio by year of origination and credit quality indicator for each portfolio segment as of December 31, 2025 (in thousands):

38 unchanged sentences

Commercial real estate - owner occupied current period charge-offs — — — — — ( 336 ) — — ( 336 )

Commercial and industrial

Commercial and industrial loans

Pass 741,190 531,151 246,591 210,899 35,114 55,116 569,922 2,847 2,392,830

1 unchanged sentence

Substandard 3,840 12,765 20,440 5,698 5,141 6,185 27,886 1,575 83,530

Total commercial and industrial 745,217 564,923 274,914 217,573 40,681 61,408 629,070 4,426 2,538,212

Commercial and industrial current period

charge-offs — ( 128 ) ( 489 ) ( 2,986 ) ( 230 ) ( 1,493 ) ( 310 ) ( 1,459 ) ( 7,095 )

Total commercial and industrial loans 745,217 564,923 274,914 217,573 40,681 61,408 629,070 4,426 2,538,212

Commercial and industrial current period charge-offs — ( 128 ) ( 489 ) ( 2,986 ) ( 230 ) ( 1,493 ) ( 310 ) ( 1,459 ) ( 7,095 )

Total Commercial Banking 1,000,665 918,333 655,991 755,396 470,982 1,338,849 676,511 18,387 5,835,114

1 unchanged sentence

For the year ended December 31, 2025, $ 16 million of revolving loans were converted to term loans.

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(5) Goodwill and Other Intangible Assets

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Amortizable intangible assets:

4 unchanged sentences

Total intangible assets - net $ 35,312 39,667

The following table shows the actual aggregate amortization expense for the quarters ended March 31, 2026 and 2025, 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 March 31, 2026 $ 2,189

For the quarter ended March 31, 2025 504

The following table shows the actual aggregate amortization expense for the quarters and six months ended June 30, 2026 and 2025, 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 June 30, 2026 $ 2,166

For the quarter ended June 30, 2025 436

For the six months ended June 30, 2026 4,355

For the six months ended June 30, 2025 940

For the year ending December 31, 2026 8,473

6 unchanged sentences

Balance at December 31, 2025 $ 444,330

Balance at March 31, 2026 $ 444,330

June 30, 2026 (1)

(1) During the second quarter of 2026, goodwill was adjusted as the result of a measurement period adjustment associated with the Penns Woods acquisition.

Refer to Note 2 “Acquisitions” within this Item 1 of this Quarterly Report for more information.

We performed our annual goodwill impairment test as of June 30, 2026 in accordance with Accounting Standards Codification ("ASC") 350, Intangibles - Goodwill and Other, and concluded that goodwill was not impaired.

As of March 31, 2026, there were no events or changes in circumstances that would cause us to update that year’s goodwill impairment test and we concluded there was no impairment of goodwill as of such dates.

(6) Borrowings

(a) Borrowed Funds

Borrowed funds at March 31, 2026 and December 31, 2025 are presented in the following table (dollars in thousands):

March 31, 2026 December 31, 2025

Borrowed funds at June 30, 2026 and December 31, 2025 are presented in the following table (dollars in thousands):

June 30, 2026 December 31, 2025

Amount Average rate Amount Average rate

2 unchanged sentences

Total term notes payable to the FHLB 385,322 438,051

Revolving line of credit, FHLB of Pittsburgh 226,700 3.93 % — — %

Collateralized borrowings, due within one year 53 1.94 % 8,232 1.55 %

Collateral received, due within one year 1,503 3.64 % — — %

Total borrowed funds $ 612,075 $ 446,283

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

At March 31, 2026, the carrying value of these loans was $ 6.3 billion.

At June 30, 2026, the carrying value of these loans was $ 6.2 billion.

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

1 unchanged sentence

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

There was no balance on the revolving line of credit at March 31, 2026 and December 31, 2025.

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At March 31, 2026 and December 31, 2025, collateralized borrowings due within one year were $ 1 million and $ 8 million, respectively.

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

At March 31, 2026, the carrying value of the cash and securities used as collateral was $ 32 million .

At March 31, 2026 and December 31, 2025, collateral received was $ 2 million and $ 0 million, respectively.

This represents collateral posted to us from our derivative counterparties.

At March 31, 2026 and December 31, 2025, term notes payable to the FHLB of Pittsburgh due within one year was $ 263 million and $ 333 million, respectively.

At March 31, 2026 and December 31, 2025 term notes payable to the FHLB of Pittsburgh due in more than one year was $ 85 million and $ 105 million , respectively .

There was a $ 227 million and a $ 0 million balance on the revolving line of credit at June 30, 2026 and December 31, 2025, respectively.

At June 30, 2026 and December 31, 2025, collateralized borrowings due within one year were $ 53 thousand and $ 8 million, respectively.

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

At June 30, 2026, the carrying value of the cash and securities used as collateral was $ 10 million.

At June 30, 2026 and December 31, 2025, term notes payable to the FHLB of Pittsburgh due within one year was $ 320 million and $ 333 million, respectively.

At June 30, 2026 and December 31, 2025 term notes payable to the FHLB of Pittsburgh due in more than one year was $ 65 million and $ 105 million, respectively.

(b) Subordinated Debt

3 unchanged sentences

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

At March 31, 2026 and December 31, 2025, subordinated notes, net of issuance costs, were $ 115 million.

For the three months ended March 31, 2026 and March 31, 2025 total interest expense paid on the subordinated notes was $ 2 million and $ 1 million, respectively .

At June 30, 2026 and December 31, 2025, subordinated notes, net of issuance costs, were $ 115 million.

For the six months ended June 30, 2026 and June 30, 2025 total interest expense paid on the subordinated notes was $ 4 million and $ 2 million, respectively.

(b) Junior Subordinated Debentures

7 unchanged sentences

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

Maturity date Interest rate Capital debt securities March 31, 2026 December 31, 2025

Maturity date Interest rate Capital debt securities June 30, 2026 December 31, 2025

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

19 unchanged sentences

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 three months ended March 31, 2026 and March 31, 2025 total interest expense paid on trust preferred securities was $ 2 million .

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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 six months ended June 30, 2026 and June 30, 2025 total interest expense paid on trust preferred securities was $ 4 million.

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

7 unchanged sentences

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

At March 31, 2026, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $ 67 million, of which $ 64 million is fully collateralized.

At March 31, 2026, we had a liability which represents deferred income of $ 1 million related to the standby letters of credit.

At June 30, 2026, the maximum potential amount of future payments we could be required to make under these non-recourse standby letters of credit was $ 62 million, of which $ 59 million is fully collateralized.

At June 30, 2026, we had a liability which represents deferred income of $ 1 million related to the standby letters of credit.

In addition, we maintain a $ 23 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 $ 17 million in notional value of credit cards have been issued.

These issued credit cards had an outstanding balance of $ 2 million at March 31, 2026.

These issued credit cards had an outstanding balance of $ 4 million at June 30, 2026.

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

3 unchanged sentences

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 months ended March 31, 2026 and 2025 and the treasury stock method was used to determine diluted earnings per share for the three months ended March 31, 2026 and 2025.

The two-class method was used to determine basic EPS for the three and six months ended June 30, 2026 and 2025 and the treasury stock method was used to determine diluted earnings per share for the three and six months ended June 30, 2026 and 2025.

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

Quarter ended March 31,

Quarter ended June 30, Six months ended June 30,

2026 2025 2026 2025

Numerator for earnings per share - Basic and Diluted:

14 unchanged sentences

(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.

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(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 March 31,

Quarter ended June 30,

Pension benefits Other post-retirement benefits

6 unchanged sentences

Net periodic cost $ ( 227 ) 64 38 22

Six months ended June 30,

Pension benefits Other post-retirement benefits

2026 2025 2026 2025

Service cost $ 2,056 2,240 — —

Interest cost 4,498 4,346 34 30

Expected return on plan assets ( 6,604 ) ( 5,978 ) — —

Amortization of prior service cost — ( 406 ) — —

Amortization of the net loss ( 404 ) ( 74 ) 41 14

Net periodic cost $ ( 454 ) 128 75 44

Because of the current funding status, we do not anticipate a funding requirement during the year ending December 31, 2026.

21 unchanged sentences

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.

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Marketable Securities

30 unchanged sentences

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-

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through” amount, a significant unobservable input).

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.

15 unchanged sentences

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

At March 31, 2026 and December 31, 2025, there was no significant unrealized appreciation or depreciation on these financial instruments.

The following table sets forth the carrying amount and estimated fair value of our financial instruments included in the Consolidated Statement of Financial Condition at March 31, 2026 (in thousands):

At June 30, 2026 and December 31, 2025, 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 June 30, 2026 (in thousands):

amount Estimated

10 unchanged sentences

Forward commitments 78 78 — 78 — —

Foreign exchange swaps 6 6 — 6 — —

Interest rate swaps designated as hedging instruments — — — 609 — ( 609 )

8 unchanged sentences

Junior subordinated debentures 130,223 126,664 — — 126,664 —

Foreign exchange swaps 11 11 — 11 — —

Interest rate swaps designated as hedging instruments — — — 58 — ( 58 )

1 unchanged sentence

Risk participation agreements 14 14 — 14 — —

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Accrued interest payable 8,385 8,385 8,385 — — —

32 unchanged sentences

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

The methods and assumptions detailed above were used in estimating the fair value of financial instruments at both March 31, 2026 and December 31, 2025.

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The following table represents assets and liabilities measured at fair value on a recurring basis at March 31, 2026 (in thousands):

The methods and assumptions detailed above were used in estimating the fair value of financial instruments at both June 30, 2026 and December 31, 2025.

The following table represents assets and liabilities measured at fair value on a recurring basis at June 30, 2026 (in thousands):

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

2 unchanged sentences

government and agencies $ — 32,640 — — 32,640

Government-sponsored enterprises — 2,023 — — 2,023

States and political subdivisions — 68,030 — — 68,030

13 unchanged sentences

Forward commitments — 78 — — 78

Foreign exchange swaps — 6 — — 6

Interest rate swaps designated as hedging instruments — 609 — ( 609 ) —

1 unchanged sentence

Total assets $ — 1,850,518 673 ( 16,149 ) 1,835,042

Foreign exchange swaps $ — 11 — — 11

Interest rate swaps designated as hedging instruments $ — 58 — ( 58 ) —

3 unchanged sentences

(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.

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

30 unchanged sentences

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

For the quarter ended March 31,

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

2026 2025 2026 2025

Beginning balance $ 541 433 617 342

5 unchanged sentences

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

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The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of March 31, 2026 (in thousands):

The following table represents the fair market measurement for only those nonrecurring assets that had a fair market value below the carrying amount as of June 30, 2026 (in thousands):

Level 1 Level 2 Level 3 Total assets

15 unchanged sentences

We classify real estate owned as nonrecurring Level 3.

The following table presents additional quantitative information about assets measured at fair value on a recurring and nonrecurring basis and for which we have utilized Level 3 inputs to determine fair value at March 31, 2026 (in thousands):

Fair value Valuation techniques Significant

4 unchanged sentences

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

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(11) Derivative Financial Instruments

3 unchanged sentences

Derivatives Designated as Hedging Instruments

As of March 31, 2026, 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 spread over the next three years .

As of June 30, 2026, 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 spread over the next three 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.

22 unchanged sentences

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

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

1 unchanged sentence

Notional amount Fair value Notional amount Fair value

At March 31, 2026

At June 30, 2026

Derivatives designated as hedging instruments:

2 unchanged sentences

Interest rate swap agreements 878,510 20,652 878,510 20,708

Foreign exchange swap agreements 1,702 6 2,450 11

Interest rate lock commitments 28,250 673 — —

13 unchanged sentences

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

For the quarter ended March 31,

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

2026 2025 2026 2025

Hedging derivatives:

Decrease in interest expense $ 294 294

Decrease/(increase) in interest expense $ 41 293 ( 13 ) 587

Non-hedging swap derivatives:

Increase/(decrease) in other income 82 ( 381 )

(Decrease)/increase in mortgage banking income ( 245 ) 162

The following table presents information regarding our derivative financial instruments designated as hedging for the quarter ended March 31, 2026 (dollars in thousands):

Increase/(decrease) in other operating income 97 ( 231 ) 166 ( 612 )

Increase/(decrease) in mortgage banking income 160 627 ( 85 ) 789

The following table presents information regarding our derivative financial instruments designated as hedging for the quarter ended June 30, 2026 (dollars in thousands):

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

8 unchanged sentences

Total $ 175,000 $ 91

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

2 unchanged sentences

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

The following tables present the gross amounts of these assets and liabilities with any offsets to arrive at the net amounts recognized in the Consolidated Statements of Financial Condition as of March 31, 2026 (dollars in thousands).

Derivative assets Gross amounts of

31 unchanged sentences

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

As of March 31, 2026, we do not anticipate that the aggregate ultimate liability arising out of any pending or threatened legal proceedings will be material to our Consolidated Financial Statements.

As of June 30, 2026, 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.

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(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 March 31, 2026

For the quarter ended June 30, 2026

on securities

3 unchanged sentences

pension plans Total

Balance as of December 31, 2025 $ ( 96,126 ) ( 891 ) 26,326 ( 70,691 )

Other comprehensive income/(loss) income before reclassification adjustments (1) (3) (4) ( 9,108 ) 727 331 ( 8,050 )

Balance as of March 31, 2026 $ ( 105,241 ) ( 164 ) 26,526 ( 78,879 )

Other comprehensive (loss)/income income before reclassification adjustments (1) (3) ( 3,486 ) 562 — ( 2,924 )

Amounts reclassified from accumulated other comprehensive income (2) (4) ( 663 ) — ( 131 ) ( 794 )

Net other comprehensive income/(loss) ( 4,149 ) 562 ( 131 ) ( 3,718 )

Balance as of June 30, 2026 $ ( 109,390 ) 398 26,395 ( 82,597 )

For the quarter ended June 30, 2025

on securities

available-for-sale Change in

rate swaps Change in

defined benefit

pension plans Total

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

For the quarter ended March 31, 2025

Other comprehensive income/(loss) before reclassification adjustments (6) (8) 3,425 ( 650 ) — 2,775

Amounts reclassified from accumulated other comprehensive income (7) (9) 1 — ( 169 ) ( 168 )

Net other comprehensive income/(loss) 3,426 ( 650 ) ( 169 ) 2,607

Balance as of June 30, 2025 $ ( 112,959 ) ( 752 ) 17,837 ( 95,874 )

(1) Consists of unrealized holding losses, net of tax of $ 1,697 .

(2) Consists of realized gain, net of tax of $ 214 .

(3) Change in fair value of interest rate swaps, net of tax ($ 216 ).

(4) Consists of realized gains, net of tax of $ 50 .

(5) Consists of unrealized holding gains, net of tax of ($ 1,180 ).

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

(7) Change in fair value of interest rate swaps, net of tax $ 246 .

(8) Consists of realized gains, net of tax of $ 64 .

For the six months ended June 30, 2026

on securities

7 unchanged sentences

Net other comprehensive income/(loss) ( 13,264 ) 1,289 69 ( 11,906 )

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

Balance as of June 30, 2026 $ ( 109,390 ) 398 26,395 ( 82,597 )

For the six months ended June 30, 2025

on securities

available-for-sale Change in

rate swaps Change in

defined benefit

pension plans Total

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

Other comprehensive loss before reclassification adjustments (6) (8) 17,288 ( 1,911 ) — 15,377

Amounts reclassified from accumulated other comprehensive income (7) (9) 1 — ( 338 ) ( 337 )

Net other comprehensive income/(loss) 17,289 ( 1,911 ) ( 338 ) 15,040

Balance as of June 30, 2025 $ ( 112,959 ) ( 752 ) 17,837 ( 95,874 )

(1) Consists of unrealized holding losses, net of tax of $ 5,127 .

(2) Consists of realized gain, net of tax of $ 2 .

(2) Consists of realized gains, net of tax of $ 216 .

(3) Change in fair value of interest rate swaps, net of tax ($ 490 ).

1 unchanged sentence

(5) Consists of realized gains, net of tax of $ 101 .

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

(7) Consists of realized losses, net of tax of $ 0

(6) Consists of unrealized holding gains, net of tax ($ 5,663 ).

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

(8) Change in fair value of interest rate swaps, net of tax $ 624 .

(9) Consists of realized gains, net of tax of $ 128 .

Table of Content s

(14) Segment Information

5 unchanged sentences

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.

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

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

5 unchanged sentences

Banking Segment

Quarter ended March 31,

Quarter ended June 30, Six months ended June 30,

2026 2025 2026 2025

Interest income $ 205,140 171,570 406,690 352,165

16 unchanged sentences

Segment net income/consolidated net income $ 53,546 33,675 104,082 77,133

(1) Other revenues include gain/(loss) on sale of investments, gain on real estate owned, income from bank owned life insurance and other operating income.

(1) Other revenues include gain/(loss) on sale of investments, gain on sale of SBA loans, gain on real estate owned, income from bank owned life insurance, mortgage banking income 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.

Table of Content s

Banking Segment

Quarter ended March 31,

Quarter ended June 30, Six months ended June 30,

2026 2025 2026 2025

Other segment disclosures

7 unchanged sentences

Expenditures for segment assets 5,556 3,629 9,864 5,451

Table of Content s

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

What changed 10-Q

Item 1. Financial Statements