What changed in this filing

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Item 1. Business

2025-02-28 compared with 2024-02-29 · 178 added, 190 removed, 681 unchanged (35% of the section changed)

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Substantially all of our assets are held by the Company's subsidiary, Wilmington Savings Fund Society, FSB (WSFS Bank or the Bank), one of the ten oldest bank and trust companies in the United States (U.S.) continuously operating under the same name.

With $20.6 billion in assets and $84.3 billion in assets under management (AUM) and assets under administration (AUA) at December 31, 2023, WSFS Bank is the oldest and largest locally-managed bank and trust company headquartered in the Greater Philadelphia and Delaware region.

As a federal savings bank that was formerly chartered as a state mutual savings bank, WSFS Bank enjoys a broader scope of permissible activities than most other financial institutions.

With $20.8 billion in assets and $89.4 billion in assets under management (AUM) and assets under administration (AUA) at December 31, 2024, WSFS Bank is the oldest and largest locally-managed bank and trust company headquartered in the Greater Philadelphia and Delaware region.

A fixture in the community, WSFS Bank has been in operation for more than 192 years.

In addition to its focus on stellar customer experiences, WSFS Bank has continued to fuel growth and remain a leader in our community.

In addition to its focus on stellar client experiences, WSFS Bank has continued to fuel growth and remain a leader in our community.

We are a relationship-focused and locally-managed community banking and wealth franchise, complemented by nationwide businesses.

Our mission is simple:

“We Stand for Service.” Our strategy of “Engaged Associates, living our culture, enriching the Communities we serve” focuses on exceeding Customer expectations, delivering stellar experiences and building customer advocacy through highly-trained, relationship-oriented, friendly, knowledgeable and empowered Associates.

As of December 31, 2023, we serviced our Customers primarily from our 114 offices located in Pennsylvania (57), Delaware (40), New Jersey (14), Florida (1), Nevada (1) and Virginia (1), our ATM network, our website at www.wsfsbank.com and our mobile app.

“We Stand for Service®.” Our strategy of “Engaged Associates, living our culture, enriching the Communities we serve” focuses on exceeding Client expectations, delivering stellar experiences and building client advocacy through highly-trained, relationship-oriented, friendly, knowledgeable and empowered Associates.

As of December 31, 2024, we serviced our Clients primarily from our 114 offices located in Pennsylvania (57), Delaware (39), New Jersey (14), Florida (2), Nevada (1) and Virginia (1), our ATM network, our website at www.wsfsbank.com and our mobile app.

As of December 31, 2024, the Company had six consolidated subsidiaries:

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• BMCM is a registered investment adviser and provides fee-only asset management services.

On January 1, 2023, WSFS subsidiaries Cypress Capital Management, LLC and West Capital Management, LLC merged and rebranded as BMCM.

In the third quarter of 2023, BMCM expanded its business in Southern Delaware and established a new presence in Boca Raton, Florida with the acquisition of a registered investment advisory firm's business based in Rehoboth Beach, Delaware.

BMCM had approximately $3.7 billion in AUM and AUA at December 31, 2024.

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Although WSFS owns $2.0 million of the common securities of the Trust, the Trust is not consolidated into the Company’s Consolidated Financial Statements as the Company is not deemed to be the primary beneficiary of the entity.

• Royal Bancshares Capital Trust I (Trust I) and Royal Bancshares Capital Trust II (Trust II) (collectively, the RBC Trusts), which were acquired from Bryn Mawr Bank Corporation.

• Royal Bancshares Capital Trust I (Trust I) and Royal Bancshares Capital Trust II (Trust II) (collectively, the RBC Trusts), were acquired from Bryn Mawr Bank Corporation.

The RBC Trusts were utilized for the sole purpose of issuing and selling capital securities representing preferred beneficial interests.

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WSFS Bank, Cash Connect ® and Wealth Management.

The WSFS Bank segment provides loans and leases, deposits and other financial products to commercial and consumer customers.

Cash Connect ® provides ATM vault cash, smart safe and cash logistics services in the U.S, servicing non-bank ATMs and smart safes nationwide and supporting ATMs for WSFS Bank Customers with one of the largest branded ATM networks in our region.

The WSFS Bank segment provides loans and leases, deposits and other financial products to Commercial and Consumer Clients.

Cash Connect ® provides ATM vault cash, smart safe and cash logistics services in the U.S, servicing non-bank ATMs and smart safes nationwide and supporting ATMs for WSFS Bank Clients with one of the largest branded ATM networks in our region.

The Wealth Management segment provides a broad array of planning and advisor services, investment management, personal and institutional trust services, and credit and deposit products to individuals, corporate, and institutional clients.

As of December 31, 2024, WSFS Bank's banking business had a total loan and lease portfolio of $12.8 billion.

We have built a $9.9 billion commercial loan and lease portfolio by recruiting seasoned commercial lenders in our markets, offering the high level of service and flexibility typically associated with a community bank and through acquisitions.

We have built a $9.9 billion commercial loan and lease portfolio by recruiting seasoned commercial lenders in our markets, offering a high level of service and flexibility.

We fund our lending businesses primarily with deposits generated through commercial relationships and consumer deposits, as well as through our digital banking platforms.

WSFS Bank also offers a broad variety of consumer loan products, retail securities and insurance brokerage services through our branches, and mortgage and title services through WSFS Mortgage ® .

WSFS Bank also offers a broad variety of consumer loan products, retail securities and insurance brokerage services through our branches.

The WSFS Home Lending division offers mortgage and title services through WSFS Mortgage ® as well as home equity lending.

Our WSFS Mortgage ® business is a mortgage banking company and abstract and title company specializing in a variety of residential mortgage and refinancing solutions.

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Cash Connect ® provides related services such as online reporting and ATM cash management, predictive cash ordering and reconcilement services, armored carrier management, loss protection and deposit safe cash logistics.

As of December 31, 2023, Cash Connect ® also supports 590 owned or branded ATMs for WSFS Bank, which has one of the largest branded ATM networks in our market.

As of December 31, 2024, Cash Connect ® also supports 567 owned or branded ATMs for WSFS Bank Clients, which has one of the largest branded ATM networks in our market.

Wealth Management

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Private Wealth Management, which includes Private Banking, serves high-net-worth clients and institutions by providing trustee and advisory services, financial planning, customized investment strategies, brokerage products such as annuities and customized banking services including credit and deposit products tailored to its clientele.

Private Wealth Management includes businesses that operate under the bank’s charter, through a broker/dealer and as a registered investment advisor (RIA).

Private Wealth Management includes businesses that operate under the bank’s charter, through a third-party broker/dealer, and as a registered investment advisor (RIA).

It generates revenue through fee-only arrangements, net interest income and other fee-only services such as estate administration, trust tax planning and custody.

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WSFS DIFFERENTIATION STRATEGY

We believe that WSFS, through our unique competitive position in our market as the only community bank with a full suite of product offerings to compete with larger institutions, diversified and resilient fee income, and high-touch customer service, sets itself apart from other banks in our market and the industry in general.

Our focus on this differentiation strategy supports our core franchise with a mix of organic and acquisition-related growth and builds value for our stockholders.

Since December 31, 2018, our commercial loans and leases, which exclude loans held-for-sale, have grown 146% from $4.0 billion to $9.9 billion at December 31, 2023.

Through our unique competitive position as the largest locally headquartered bank and trust company in a top financial market with a full suite of national and international banking capabilities, diversified and resilient fee revenue (noninterest income), and high touch client service, WSFS sets itself apart from other banks in our market and the industry.

This differentiation strategy supports our core franchise with a mix of organic and acquisition-related growth and builds value for our stockholders.

Since December 31, 2018, the last full year prior to our two recent large acquisitions, our commercial loans and leases, which exclude loans held-for-sale, have grown 153% from $4.0 billion to $10.1 billion at December 31, 2024.

Over the same period, customer deposits have grown 213% from $5.4 billion to $17.0 billion.

The following factors summarize what we believe is our differentiation strategy:

We Stand for Service ® is our mission and our daily call to action.

Our Mission and Strategy, "We Stand For Service ® ," is our foundation and drives our purpose.

Since 1832, WSFS has been a service-oriented, locally managed community banking institution serving Greater Philadelphia and Delaware region families and businesses.

We strive to meet our Customers’ evolving banking needs and to exceed their expectations each and every day.

Our values are the foundation of our culture.

They define us and serve as our moral compass.

Our values are rooted in integrity;

we do the right thing, unconditionally.

We live our values every day;

they nourish our culture and practiced over time, become “the WSFS way.” Our values are the fuel that ignites our virtuous cycle:

when we do well, our Community does well and when our Community does well, we do well.

Serving others is fundamental to our mission and grounds our purpose.

We serve by listening, caring, collaborating, volunteering and “getting things done” for those who rely on us to be there for them.

The truth is non-negotiable.

The truth brings clarity to a challenging situation or sensitive matter;

it guides us with confidence and conviction.

Being open and honest earns trust and underpins our conversations, decisions and communications.

We strive to meet our Clients’ evolving banking needs and to exceed their expectations every day.

Our values define our culture.

Living these values every day supports our Mission and Strategy and embodies how our Associates make a difference for our Clients, Communities, Shareholders, and each other.

Serving others is our purpose.

We serve by listening, advising, caring, collaborating, and giving.

This means learning and improving to exceed the expectations of those who rely on us.

The truth guides us with confidence and conviction.

Transparency earns trust, and we strive for openness and honesty in our conversations, decisions, and communications.

We value and respect each other and all we serve.

The many unique attributes of our team makes us stronger.

Respecting others’ beliefs, experiences, perspectives and feelings sparks dialogue, facilitates learning and growth, drives change, inspires innovation and builds valued relationships.

Respecting others' beliefs, experiences, and perspectives facilitates learning and growth, inspires innovation, and builds relationships.

Engagement and Culture

Our business model is built on a foundation of engagement.

Our model begins with Associates (employees) who take ownership for their responsibilities and impact;

as such, they are more likely to consistently perform at a higher level.

We significantly invest in our culture and engagement as they underpin all that we do at WSFS, including attracting, inspiring and retaining our Associates, delivering stellar Customer experiences and strengthening the well-being of our communities as evidenced by our Vision:

"We envision a day when everyone will thrive." Our strategy, “Engaged Associates, living our culture, enriching the Communities we serve” builds upon that principal.

Our strategy in action starts our virtuous cycle.

It’s a simple premise that plays out in a big way every day.

Research studies validate the direct link between engagement and a company’s financial performance.

Our strategy, which drives our virtuous cycle, is built upon that research and reinforces our culture that is evidenced in our Company results.

Human Resources

Our Associates are the foundation of our culture and business model.

We significantly invest in our culture and engagement as they enable and enhance all that we do at WSFS, including attracting, inspiring and retaining our Associates, delivering stellar client experiences, and strengthening the well-being of our communities as evidenced by our Vision:

"A day when we all thrive."

At December 31, 2024, we had 2,309 full-time equivalent Associates.

Our Associates are not represented by a collective bargaining unit and we believe our relationship with our Associates is strong.

During 2023, WSFS captured the voice of our Associates and our Customers through multiple channels to measure our Associate and Customer engagement.

During 2024, WSFS captured the voice of our Associates and our Clients through multiple channels to measure our Associate and Client engagement.

• Our Associate engagement survey results placed WSFS in the 89th percentile of Gallup's global overall company-level database.

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We believe these results reflect that Associates are encouraged to be themselves, are a valued part of their teams, experience strength-based developments, have inclusive conversations and trust in the Company's mission, values and leadership.

• Customer loyalty remained consistent during the year, as measured by our Net Promoter Scores (NPS).

• Client loyalty improved during the year, as measured by our Net Promoter Scores (NPS).

WSFS achieved an overall NPS of 72.0 in 2024, which placed WSFS in the top quartile of Medallia's global database of financial services companies for relationship surveys.

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In 2024, we were honored to receive the following accolades:

• Received The Gallup Exceptional Workplace Award for the seventh time;

• Named to Forbes' list of America's Best Banks for the fourth year in a row;

• Named a 2023 honoree of The Civic 50 Greater Philadelphia by the Philadelphia Foundation, in partnership with Points of Light and other local partners, for the second year in a row;

• Selected as Reader's Pick for Named "Best of Biz" for Customer Service in South Jersey Magazine;

• Received The Gallup Exceptional Workplace Award for the eighth time;

• Named to Forbes' list of America's Best Banks for the fifth year in a row;

• Named a Top Workplace for 2024 by the Delaware News Journal, Philadelphia Inquirer, and NJ.com;

• Named a 2024 honoree of The Civic 50 Greater Philadelphia by the Philadelphia Chamber of Commerce for the third year in a row;

• Selected as Reader's Pick for Named "Best of Biz" for Commercial Lending in South Jersey Biz magazine;

• Recognized in Newsweek's List of America's Best Regional Banks and Credit Unions 2025.

• Named one of America's Best Midsize Employers in 2023 by Forbes.

During 2023, our Associates continued to embody our strategy through the following community enrichment activities:

• Volunteered more than 18,000 hours during 2023 through Team WSFS, our corporate volunteer program;

• In June, we held our first-ever "We Stand for Service Day", during which approximately 1,200 of our Associates provided nearly 5,000 hours of service to more than 80 nonprofit and community organizations across the Greater Philadelphia, Southern New Jersey and Delaware region.

• We contributed $4.9 million to the WSFS CARES Foundation, the charitable giving arm of WSFS Bank, to enhance community support activities, which included a one-time $2.0 million special contribution in the fourth quarter.

• The WSFS CARES Foundation provided grants and donations totaling more than $2.7 million to more than 390 community organizations located across Delaware, New Jersey and Pennsylvania, bolstering our key pillars of support including community investments, affordable housing, revitalization and business economic empowerment, education and leadership development, and strengthening those in need.

Diversity, Equity and Inclusion

Beyond having diverse talent and Customers, WSFS works to create a truly inclusive environment with opportunities to find commonalities, build relationships and provide support to our diverse Communities from different backgrounds and cultures.

Beyond having diverse talent and Clients, WSFS works to create a truly inclusive environment with opportunities to find commonalities, build relationships and provide support to our diverse Communities from different backgrounds and cultures.

We are committed to enhancing workforce diversity, creating developmental opportunities and continually improving hiring practices to retain our status as an employer of choice.

During 2023, the Company completed the following Diversity, Equity, and Inclusion (DEI) accomplishments:

• The number of Associates engaged as members of one or more Resource groups more than doubled compared to 2022.

• Launched the inaugural cohort of a formalized, 9-month mentoring program for Associates in Resource Groups.

• Implemented monthly challenges to increase leadership opportunities to engage in DEI trainings, conversations, and activities.

• Developed an interactive DEI scorecard to assist with monitoring trends and reporting data for each Executive Leadership Team member.

• Facilitated Implicit Bias and Ally Training to Associates.

• Successfully launched an external DEI page on the company website.

• Integrated the ability to display pronouns into email signatures.

• Established DEI engagement goals for Executive Leadership Team.

• Implemented a recognition program which allows Associates the opportunity to recognize colleagues for demonstrating behaviors that promote inclusion and belonging.

During 2024, the Company completed the following:

• The number of Associates engaged as members of one or more Resource Groups grew by 70% in 2024.

• Completed the second cohort of a formalized, 9-month mentoring program for Associates in Resource Groups.

• Over 300 Associates completed monthly challenges to engage in trainings, conversations, and activities.

• Facilitated a total of 19 Implicit Bias and Ally Trainings to 269 Associates.

• Launched the inaugural Inclusion Week, hosting daily events and trainings for more than 300 Associates.

During 2024, our Associates continued to embody our strategy through the following community enrichment activities:

• WSFS Associates surpassed the Company's 2024 volunteer commitment goal of 24,000 hours of service by providing over 33,000 hours of service to our Communities;

• In June, we held our second annual "We Stand for Service Day", during which approximately 1,500 of our Associates provided more than 5,000 hours of service to more than 130 nonprofit and community organizations across the Greater Philadelphia, Southern New Jersey and Delaware region.

• We contributed $3.3 million to the WSFS CARES Foundation, the charitable giving arm of WSFS Bank, to enhance community support activities.

Community Banking Model

Our size and community banking model play a key role in our success.

Our approach to business combines a service-oriented culture with a full complement of products and services, all aimed at meeting the needs of our consumer, business and wealth Customers.

Our approach to business combines a service-oriented culture with a full complement of products and services, all aimed at meeting the needs of our Clients.

We believe the essence of being a community bank means that we are:

• Small enough to offer Customers responsive, personalized service and direct access to decision makers, yet

• Large enough to provide the products, services and balance sheet lending capacity needed by our target market Customers.

As the financial services industry has consolidated, many independent banks have been acquired by national companies that have centralized their decision-making authority and focused their product offerings on a regional or even national customer base.

As a result, many of these banks have lost the deep knowledge of the local markets expected by our Customer base.

We believe this trend has underserved small and medium size business owners who have become accustomed to dealing directly with their bank’s senior executives, discouraged consumer customers who often experience deteriorating levels of service in branches and other service outlets, and resulted in less empowered bank employees who are less engaged to provide good and timely service to their customers.

We have created the largest, premier, locally headquartered community bank in the Greater Philadelphia and Delaware region, offering the benefits of local market knowledge and decision-making, a full-service product suite, the balance sheet to compete with larger regional and national banks, and most importantly, a culture of engaged Associates that bring to life WSFS’ mission of We Stand For Service in our daily delivery of stellar Customer experiences.

• Small enough to offer Clients responsive, personalized service and direct access to decision makers, yet

• Large enough to provide the products, services and balance sheet lending capacity needed by our target market Clients.

As a result, many of these banks have lost the deep knowledge of the local markets expected by our Client base.

We believe this trend has underserved small and medium size business owners who have become accustomed to dealing directly with their bank’s senior executives, discouraged consumer clients who often experience deteriorating levels of service in branches and other service outlets, and resulted in less empowered bank employees who are less engaged to provide good and timely service to their clients.

We have created the largest, premier, locally headquartered community bank in the Greater Philadelphia and Delaware region, offering the benefits of local market knowledge and decision-making, a full-service product suite, the balance sheet to compete with larger regional and national banks, and most importantly, a culture of engaged Associates that bring to life WSFS’ mission of "We Stand For Service ® " in our daily delivery of stellar Client experiences.

WSFS Bank offers:

• One primary point of contact:

Each of our relationship managers is responsible for understanding their Customers’ needs and bringing together the right resources in WSFS Bank to meet those needs.

• A customized approach to serving our Customers:

Each of our relationship managers is responsible for understanding their Clients’ needs and bringing together the right resources in WSFS Bank to meet those needs.

• A customized approach to serving our Clients:

We believe that this gives us an advantage over our competitors who are too large or centralized to offer customized products or services.

• Products and services that our Customers value:

This includes a broad array of banking, treasury management, capital markets and trust and wealth management products, as well as a legal lending limit high enough to meet the credit needs of our Customers, especially as they grow.

• Products and services that our Clients value:

• Rapid response and a company that is easy to do business with:

Our Customers tell us this is an important differentiator from larger in-market competitors.

Our Clients tell us this is an important differentiator from larger in-market competitors.

Our Diversified Business

Diversified Revenue Streams

With over 25 discrete lines of business, our diversified revenue model is a key differentiator for the Company.

We focus on relationship-based lending which provides the potential for higher profit margins, more resilient deposits and strong consumer relationships.

In addition, our diversified fee revenue businesses, which include banking fees, Wealth, Trust, Cash Connect ® , and capital markets, account for 32.8% of our noninterest income and further differentiate us from our peers and provide additional growth opportunities for the Company.

With over 25 discrete lines of business and products, our diversified revenue model is a key differentiator for the Company.

We focus on relationship-based lending which provides the potential for higher profit margins, resilient deposits and strong consumer relationships.

In addition, our diversified fee revenue businesses, which include banking fees, Wealth, Trust, Cash Connect ® , and Capital Markets, account for 32.5% of our revenue and further differentiate us from our peers and provide additional growth opportunities for the Company.

Balance Sheet Management

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Diversification includes limits on loans to one borrower as well as industry and product concentrations.

We supplement this portfolio diversification with a disciplined underwriting process and the benefit of knowing our customers.

We supplement this portfolio diversification with a disciplined underwriting process and the benefit of knowing our Clients.

We have also taken a proactive approach to identifying credit-related trends in our local economy and have responded to areas of concern.

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We work to optimize duration, yield and liquidity and to minimize credit risk within policy guidelines.

The concentration in agency MBS (96% of investment portfolio) and bank qualified municipal bonds (4% of investment portfolio) provides liquidity, yield and credit to meet the intended risk profile.

The concentration in agency mortgage backed securities (96% of investment portfolio) and bank qualified municipal bonds (4% of investment portfolio) provides liquidity, yield and credit to meet the intended risk profile.

Disciplined Capital Management

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generally accepted accounting principles (GAAP), refer to “Reconciliation of non-GAAP financial measures included in Item 1” located at the end of this section.

We continue to execute our current Board-approved share repurchase plans, as well as any future Board-approved share repurchase plans, including opportunistically repurchasing shares, based on current valuation levels, above our stated practice of returning a minimum of 35% of annual net income to stockholders through dividends and share repurchases.

We continue to execute our current Board-approved share repurchase plan, as well as any future Board-approved share repurchase plans, including opportunistically repurchasing shares, based on current valuation levels, above our stated practice of returning a minimum of 35% of annual net income to stockholders through dividends and share repurchases.

Performance Expectations and Alignment with Stockholder Priorities

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Core ROA, which excludes non-core items and is a non-GAAP financial measure, was 1.26% for the year ended December 31, 2024.

Core ROA for 2023 excludes (i) realized/unrealized gains on equity investments, (ii) valuation adjustments related to our derivative liability established from the sale of 360,000 Visa Class B shares in 2Q 2020, (iii) FDIC special assessment, (iv) corporate development and restructuring expense, (v) certain contributions to the WSFS CARES Foundation, and (vi) income tax adjustments related to bank-owned life insurance (BOLI) policy surrender.

Core ROA for 2024 excludes (i) realized gains on equity investments, (ii) valuation adjustments related to our derivative liability established from the sale of 360,000 Visa Class B shares in 2Q 2020, (iii) FDIC special assessment, (iv) remeasurement of lease liability, and (v) corporate development and restructuring expense.

For a reconciliation of Core ROA to ROA, the most comparable GAAP measure, refer to “Reconciliation of non-GAAP financial measures included in Item 1” located at the end of this section.

We have achieved success over the long-term in lending and deposit gathering, growing the Wealth Management segment’s client base and product offerings and growing Cash Connect ® ’s customer base and services.

Our success has been the result of a focused strategy that provides service, responsiveness and careful execution in a consolidating marketplace.

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Our strategy continues to be diligent on attracting, retaining and rewarding the best talent, which we believe has positioned us well in the current climate.

• We are committed to building Associate engagement and Customer loyalty and advocacy as a way to differentiate ourselves and grow our franchise.

• Building fee income through investment in and growth of our Wealth Management and Cash Connect ® segments.

◦ Wealth Management AUA/AUM ended 2023 31% above 2022 balances.

WSFS Institutional Services ® ended 2023 as the securitization industry's fourth most active trustee for U.S.

Asset and Mortgage Backed Securities by number of deals completed according to Asset-Backed Alert’s ABS Database.

◦ Cash Connect ® saw increased fee revenue due to the rising interest rate environment, increasing market share in the ATM vault cash space, and continued growth in the smart safe space.

• We are committed to building Associate engagement and Client loyalty and advocacy as a way to differentiate ourselves and grow our franchise.

• Building fee revenue through investment in and growth of our Wealth Management and Cash Connect ® segments.

◦ Wealth Management saw a 12% increase in fee revenue year-over-year.

Private Wealth Management has made significant investments in its advisory team since the start of 2024, including the addition of two advisory teams from competitors.

◦ Cash Connect ® saw increased fee revenue due to increased ATM bailment volume from new clients added in the fourth quarter of 2023 and first quarter of 2024, increasing market share, and continued growth in smart safes.

The division, in partnership with our retail strategy, continued to serve the Greater Philadelphia and the Delaware region through the WSFS ATM network.

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◦ Offering local decision-making by seasoned banking professionals with significant local market experience.

◦ Executing our community banking model that combines stellar experiences with the banking products and services our business customers demand.

◦ Executing our community banking model that combines stellar experiences with the banking products and services our business Clients demand.

◦ Continuing to grow our NewLane Finance ® leasing business.

◦ Adding seasoned lending professionals that have helped us win customers in our Delaware, southeastern Pennsylvania and southern New Jersey markets.

◦ Leveraging our strategic partnerships, including Spring EQ, LLC, Upstart, LendKey Technologies, Inc, and Cred Technologies (cred.ai).

◦ Adding seasoned lending professionals that have helped us win clients in our Delaware, southeastern Pennsylvania and southern New Jersey markets.

◦ Continuing to meet the needs of our community through our WSFS Home Lending division.

• Continuing to grow deposits by:

◦ Providing a stellar experience to our Customers and offering products through our branch network, increasing our market presence in Delaware, southeastern Pennsylvania and southern New Jersey.

◦ Further expanding our Commercial and Small Business Customer relationships with deposit and cash management products.

◦ Expanding services within WSFS Institutional Services ® and increasing cross-sell opportunities within Private Wealth Management.

◦ Providing a stellar experience to our Clients and offering products through our branch network, increasing our market presence in Delaware, southeastern Pennsylvania and southern New Jersey.

◦ Further expanding our Commercial and Small Business Client relationships with deposit and treasury management products.

◦ Expanding services within WSFS Institutional Services ® and increasing relationship opportunities within Private Wealth Management.

◦ Finding creative ways to build deposit market share such as targeted marketing programs.

• Enhancing our capabilities to serve the needs of our Customers through our Capital Markets division by:

• Enhancing our capabilities to serve the needs of our Clients through our Capital Markets division by:

◦ Making strategic investments to build our Interest Rate Derivatives, Foreign Exchange, and Trade Finance lines of business.

◦ Employing products and services that enable customers to better manage their own market risk exposures, providing additional sources of non-interest fee income for the Company.

◦ Employing products and services that enable Clients to better manage their own market risk exposures, providing additional sources of non-interest fee revenue for the Company.

◦ Making continued investments in a team of highly experienced markets personnel and improved technology solutions.

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• Continuing investment in our franchise to increase adoption and usage of digital channels aligned with our strategy by

◦ Enabling business outcomes through optimizing and leveraging the full capabilities of current and future investments in our franchise to increase Associate efficiencies and improve the overall Customer experience.

◦ Building out Salesforce to support our customer relationship management with focus on change management, adoption and governance

◦ Building out Salesforce to support our client relationship management with focus on change management, adoption and governance

◦ Increased control, transparency, automation & efficiencies through platform integrations, enhancements and bot implementations

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◦ Continue to build upon people, processes and controls within a focus on information security and fraud prevention

Disciplined Cost Management

We maintain a disciplined cost management strategy while continuing to make prudent investments in our businesses through the lens of our Strategic Plan.

This is evident in management's continued investment in the franchise, fully supported by business cases indicating strong return on investment, and driving our future growth.

Our organization is committed to product and service innovation as a means to drive growth and to stay ahead of changing customer demands and emerging competition.

We are focused on developing and maintaining a strong “culture of innovation” that solicits, captures, prioritizes and executes innovation initiatives, including feedback from our customers, as well as leveraging technology from product creation to process improvements.

◦ Leveraging the newly completed conversion of our trust accounting system and client portal in our Wealth Management business to drive efficiency and growth.

Our organization is committed to product and service innovation as a means to drive growth and to stay ahead of changing client demands and emerging competition.

We are focused on developing and maintaining a strong “culture of innovation” that solicits, captures, prioritizes and executes innovation initiatives, including feedback from our Clients, as well as leveraging technology from product creation to process improvements.

Cash Connect ® , a premier provider of ATM vault cash, smart safe and other cash logistics services in the U.S., serves as an innovation engine by driving enhancements such as mobile phone cash withdrawals from WSFS ATMs, and has developed best-in-class cash logistics and reconciliation software.

WSFS Institutional Services ® , which offers owner and indenture trustee services for asset-backed securities, custody, escrow, verification agent services as well as numerous other services, has partnered with several technology firms and fintechs to enhance and expand our client offerings.

These innovations have created internal efficiencies and valued services for our local banking customers, institutional clients and merchants across the nation.

WSFS Institutional Services ® , which offers owner and indenture trustee services for asset-backed securities, custody, escrow, and verification agent services, as well as numerous other services through the Corporate Trust business, and offers owner and indenture trustee services for high yield and investment grade securities, as well as escrow, administrative agent, collateral agent, security trustee, and numerous other services through the Global Capital Markets business, has partnered with several technology firms to enhance and expand our client offerings.

These innovations have created internal efficiencies and valued services for our local banking Clients, institutional Clients and merchants across the nation.

We intend to continue to leverage technology and innovation to grow our business and to successfully execute on our strategy.

We maintain an organizational philosophy of continuous, prudent investment in technology to continue to meet our customer needs.

We focus on melding our physical and digital delivery, consistent with our brand, by enabling our Associates with the latest technology and actionable data to better serve our Customers.

Industry and customer behavior trends continue to shift as observed in reduced branch traffic and increased digital channel adop tion.

We maintain an organizational philosophy of continuous, prudent investment in technology to continue to meet our Client needs.

We focus on melding our physical and digital delivery, consistent with our brand, by enabling our Associates with the latest technology and actionable data to better serve our Clients.

Industry and client behavior trends continue to shift as observed in reduced branch traffic and increased digital channel adop tion.

As such, we have concluded that we need to stay nimble as we transform our delivery channels to meet these new expectations.

Our continued investment includes optimizing our physical branch network and making strategic investments in meaningful technology solutions, supported by specialized talent.

Those investments are expected to provide our Customers with leading edge products and elevate our Associates, as they strive to serve in a competitive and compelling way.

We are designing and integrating solutions to provide personalized experiences to our Customers, while retaining the essence of what makes WSFS great.

Through our investments in the franchise and our ongoing commitment to Stellar Service, we intend to continue to lead the community and regional banking industry with regards to service delivery and Customer experience.

Our organization is committed to product and service innovation as a means to drive growth and to stay ahead of changing customer demands and emerging competition.

Those investments are expected to provide our Clients with leading edge products and elevate our Associates, as they strive to serve in a competitive and compelling way.

We are designing and integrating solutions to provide personalized experiences to our Clients, while retaining the essence of what makes WSFS great.

Our organization is committed to product and service innovation as a means to drive growth and to stay ahead of changing client demands and emerging competition.

We are focused on developing and maintaining a strong “culture of innovation” that solicits, captures, prioritizes and executes innovation initiatives, including feedback from our Clients, as well as leveraging technology from product creation to process improvements.

We have embraced a partnership model to help diversify our consumer business and learn from innovators in the industry.

We position ourselves with strategic partners when it is the best experience for our Customers and aligned to our strategic plan.

We position ourselves with strategic partners when it is the best experience for our Clients and aligned to our strategic plan.

Through these partnerships, we look forward to offering and supporting even more innovative products to the financial services marketplace, continuing our organizational learning in this fast-developing space, and participating in value creation for our stockholders.

These current partnerships include:

These partnerships have included:

• Spring EQ, LLC:

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A leading white label lending-as-a-service platform provider specializing in risk-based priced unsecured consumer loans.

Our partnership with Upstart allowed us to expand our personal loan offerings to a wider, more inclusive Customer base while diversifying our business and creating more digital-friendly Customer experiences.

Our partnership with Upstart allowed us to expand our personal loan offerings to a wider, more inclusive Client base while diversifying our business and creating more digital-friendly Client experiences.

• LendKey Technologies, Inc.:

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Fixed $ 21,791 $ 541,242 $ 84,483 $ — $ 647,516

Adjustable — — — — —

Total $ 21,791 $ 541,242 $ 84,483 $ — $ 647,516

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The three largest types are retail-related (non-mall, neighborhood shopping centers and other retail), residential multi-family, and office with outstanding balances of $1.3 billion, $1.1 billion, and $0.6 billion at December 31, 2024, respectively.

The average size of a loan in the commercial mortgage portfolio is $1.1 million and only 46 loans are greater than $12.0 million, with eight loans greater than $24.0 million.

The average size of a loan in the commercial mortgage portfolio is $1.2 million and only 39 loans are greater than $15.0 million, with no loans greater than $35.0 million.

We offer commercial construction loans to developers.

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Commercial and industrial and owner-occupied commercial loans include loans for working capital, financing equipment and real estate acquisitions, business expansion and other business purposes.

These relationships generally range in amounts of up to $100.0 million with an average loan balance in the portfolio of $1.4 million, and terms ranging from less than one year to ten years.

These relationships generally may range in amounts of up to $100.0 million with an average loan balance in the portfolio of $1.6 million, and terms ranging from less than one year to ten years.

The loans generally carry variable interest rates indexed to our WSFS prime rate, “Wall Street” prime rate or SOFR.

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As of December 31, 2024, our small business and SBA loans include loan exposures up to $1.5 million and $3.0 million, respectively.

Our commercial small business leases generated through NewLane Finance ® , finance critical equipment through advanced technologies, a customer-centric approach and transparent business lending practices.

Our commercial small business leases generated through NewLane Finance ® , finance critical equipment through advanced technologies, a client-centric approach and transparent business lending practices.

The commercial small business leases portfolio was $647.5 million, or 5% of total loans, at December 31, 2024.

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Residential Lending

Generally, we originate held-for-sale residential first mortgage loans with loan-to-value ratios of up to 80% and require private mortgage insurance or government guarantee for up to 35% of the mortgage amount for mortgage loans with loan-to-value ratios exceeding 80%.

Generally, we originate residential first mortgage loans with loan-to-value ratios of up to 80% and require private mortgage insurance or government guarantee for up to 35% of the mortgage amount for mortgage loans with loan-to-value ratios exceeding 80%.

On a limited basis, we have originated loans with loan-to-value ratios exceeding 80% without a private mortgage insurance requirement or government guarantee.

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The exception to this policy is when we in limited circumstances receive an "appraisal waiver" from one of the governmental agencies, Fannie Mae or Freddie Mac.

The majority of our adjustable-rate, residential loans have interest rates that adjust yearly or bi-yearly after an initial period.

The change in rate for the first adjustment date could be higher than the typical limited rate change of two percentage points per annum at each subsequent adjustment date.

Adjustments are generally based upon a margin (as of December 31, 2023, ranging from 2.75% for the U.S Treasury, and 2.75% to 3.00% for the Standard Overnight Finance Rate) over the weekly average yield on U.S.

The majority of our adjustable-rate, residential loans have interest rates that adjust yearly or bi-yearly after an initial period of 5, 7, or 10 years.

The change in rate at the first adjustment date could be up to five percentage points, while subsequent rate changes could be up to two percentage points per year, with a maximum lifetime adjustment cap placed on all loans.

Adjustments are generally based upon a margin (as of December 31, 2024, 2.75% for the loans indexed by the Standard Overnight Finance Rate) over the weekly average yield on U.S.

Treasury securities adjusted to a constant maturity, as published by the Board of Governors of the Federal Reserve System (the Federal Reserve).

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The recourse is limited to a pro rata portion of the premium paid by the investor for that loan, less any prepayment penalty collectible from the borrower.

There was one loan repurchased in 2023 for $0.8 million, two repurchased in 2022 for $0.8 million, and none repurchased in 2021.

There were three loans repurchased in 2024 for $0.7 million, one repurchased in 2023 for $0.8 million, and two repurchased in 2022 for $0.8 million.

Consumer Lending

The Company has focused on diversifying our consumer credit products to meet our Customers’ needs, with over 50% of the portfolio from our fintech lending partnerships.

We purchase certain second-lien home equity installment loans through our partnership with Spring EQ, LLC (Spring EQ).

The Company has focused on diversifying our consumer credit products to meet our Clients’ needs, with over 50% of the portfolio from our fintech lending partnerships.

We have purchased certain second-lien home equity installment loans through our partnership with Spring EQ, LLC (Spring EQ).

These select loans meet or exceed our current underwriting standards and are similar to home equity loans originated through our branch network.

We originate personal loans, which are typically unsecured with 36-month or 60-month terms, through our partnership with Upstart.

We have originated personal loans, which are typically unsecured with 36-month or 60-month terms, through our partnership with Upstart.

We have student loans through our partnership with LendKey Technologies Inc.

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At December 31, 2024, we had $1.6 billion in total commitments for home equity lines of credit.

Home equity lines of credit offer customers the convenience of checkbook and debit card access, and revolving credit features for a portion of the life of the loan and typically are more attractive in a low interest rate environment.

Home equity lines of credit offer clients the convenience of checkbook and debit card access, and revolving credit features for a portion of the life of the loan and typically are more attractive in a low interest rate environment.

Home equity lines of credit expose us to the risk that falling collateral values may leave us inadequately secured.

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We engage in traditional lending activities primarily in Delaware, southeastern Pennsylvania, southern New Jersey, and contiguous areas of neighboring states.

As a federal savings bank, however, we may originate, purchase and sell loans throughout the U.S.

We purchase loans from outside our traditional lending area through our relationships with Spring EQ and LendKey, when such purchases are deemed appropriate.

We originate fixed-rate and adjustable-rate residential loans through our banking offices and WSFS Mortgage ® , our mortgage banking company, and personal loans through our partnership with Upstart.

As a federal savings bank, however, we may originate, purchase and sell loans throughout the U.S and do so when such purchases are deemed appropriate.

We originate fixed-rate and adjustable-rate residential loans through our banking offices and WSFS Mortgage ® , our mortgage banking company.

We originate commercial mortgage and commercial loans through our commercial lending division and SBA loan program.

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During 2024, we originated $2.0 billion of commercial and commercial mortgage loan exposures compared to $2.4 billion in 2023.

To reduce our exposure on certain types of these loans, and/or to maintain relationships within internal lending limits, at times we will sell a portion of our commercial loan portfolio, typically through loan participations.

Commercial loan sales totaled $45.5 million and $261.5 million in 2024 and 2023, respectively.

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Residential and Consumer:

During 2023, we originated $343.7 million of residential loans, a decrease compared to $493.5 million in 2022.

During 2024, we originated $433.9 million of residential loans, an increase compared to $343.7 million in 2023.

From time to time, we have purchased whole loans and loan participations in accordance with our ongoing asset and liability management objectives.

There were no purchases in 2024 or 2023 related to our Community Reinvestment Act (CRA) obligations.

We sell most newly originated mortgage loans in the secondary market to generate fee income and to manage our overall balance sheet mix.

We sell most newly originated mortgage loans in the secondary market to generate fee revenue and to manage our overall balance sheet mix.

Residential loan sales totaled $303.7 million in 2024 and $195.7 million in 2023.

We hold certain fixed-rate mortgage loans for investment, consistent with our current asset/liability management strategies and our relationship-based lending philosophy.

We hold certain mortgage loans for investment, consistent with our current asset/liability management strategies and our relationship-based lending philosophy.

At December 31, 2024, we serviced $215.7 million of residential first mortgage loans and reverse mortgage loans for others, compared to $248.3 million at December 31, 2023.

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We also serviced residential first mortgage loans and reverse mortgage loans for our own portfolio totaling $774.1 million and $659.4 million at December 31, 2024 and 2023, respectively.

We offer government-insured reverse mortgages to our customers.

We offer government-insured reverse mortgages to our Clients.

These loans do not close in our name and we process them as a reverse mortgage broker.

During 2024 and 2023, we originated $6.6 million and $3.3 million in reverse mortgages, respectively.

Our consumer lending activity is conducted through our branch offices, our website, our partnerships with Spring EQ, Upstart, and LendKey and referrals from other parts of our business.

Our 2024 consumer lending activity was conducted through our branch offices, our website, our partnerships with Spring EQ, Upstart and LendKey, and referrals from other parts of our business.

We originate a variety of consumer credit products including home equity loans, home equity lines of credit, automobile loans, unsecured lines of credit and other secured and unsecured personal installment loans.

Fee Income from Lending Activities

We earn fee income from lending activities, including fees for originating, servicing and selling loans and loan participations.

We earn fee income from lending activities, including fees for originating, servicing and selling loans, loan syndication and participations.

We also receive fee income for making commitments to originate construction, residential and commercial mortgage loans.

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LOAN AND LEASE LOSS EXPERIENCE, PROBLEM ASSETS AND DELINQUENCIES

Our results of operations can be negatively impacted by nonperforming assets, which include nonaccruing loans, other real estate owned and restructured loans.

Our results of operations can be negatively impacted by nonperforming assets, which include nonaccruing loans and other real estate owned.

Nonaccruing loans are those on which the accrual of interest has ceased.

Loans are placed on nonaccrual status immediately if, in our opinion, collection is doubtful, or when principal or interest is past due 90 days (120 days for leases and consumer loans from our partnership with Upstart) and collateral is insufficient to cover principal and interest payments.

Loans are placed on nonaccrual status immediately if, in our opinion, collection is doubtful, or when principal or interest is past due 90 days and collateral is insufficient to cover principal and interest payments.

Interest accrued, but not collected at the date a loan is placed on nonaccrual status, is reversed and charged against interest income.

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• Federal funds purchased

• Federal Reserve Bank Term Funding Program (BTFP)

• Federal Home Loan Bank (FHLB) borrowings

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• Senior and subordinated debt

Our branch strategy has been focused on expanding our market penetration and retail footprint in Delaware, southeastern Pennsylvania and southern New Jersey and attracting new customers in part to provide additional deposit growth.

Our branch strategy has been focused on expanding our market penetration and retail footprint in Delaware, southeastern Pennsylvania and southern New Jersey and attracting new clients in part to provide additional deposit growth.

WSFS Bank primarily attracts deposits through its retail branch offices and loan production offices, in Delaware, southeastern Pennsylvania and southern New Jersey, as well as through our digital banking platforms.

WSFS Bank offers various deposit products to our customers, including savings accounts, demand deposits, interest-bearing demand deposits, money market deposit accounts and certificates of deposit.

WSFS Bank offers various deposit products to our Clients, including savings accounts, demand deposits, interest-bearing demand deposits, money market deposit accounts and certificates of deposit.

In addition, WSFS Bank accepts “jumbo” certificates of deposit with balances in excess of $250,000 from individuals, businesses and municipalities.

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As a member of the FHLB, we are able to obtain FHLB advances.

At December 31, 2023, we had no FHLB advances compared to $350.0 million of FHLB advances at December 31, 2022.

At December 31, 2024, we had $51.0 million of FHLB advances compared to no FHLB advances at December 31, 2023.

Pursuant to collateral agreements with the FHLB, the advances are secured by qualifying first mortgage loans, qualifying fixed-income securities, FHLB stock and an interest-bearing demand deposit account with the FHLB.

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Trust Preferred Borrowings

In 2005, the Company issued $67.0 million of aggregate principal amount of Pooled Floating Rate Securities at a variable interest rate of 177 basis points over the three-month LIBOR rate.

The reference rate on these securities was updated to three-month term SOFR upon the discontinuation of LIBOR on June 30th, 2023.

In 2005, the Trust issued $67.0 million of aggregate principal amount of Pooled Floating Rate Securities at a variable interest rate of 177 basis points over the three-month LIBOR rate.

The reference rate on these securities was updated to three-month term SOFR upon the discontinuation of LIBOR on June 30, 2023.

These securities are currently callable and have a maturity date of June 1, 2035.

Royal Bancshares Capital Trust I (Trust I) and Royal Bancshares Capital Trust II (Trust II) (collectively, the RBC Trusts), which were acquired from Bryn Mawr Bank Corporation, were utilized for the sole purpose of issuing and selling capital securities representing preferred beneficial interests.

The RBC Trusts, which were acquired from Bryn Mawr Bank Corporation, were utilized for the sole purpose of issuing and selling capital securities representing preferred beneficial interests.

Although WSFS owns an aggregate of $0.8 million of the common securities of Trust I and Trust II, the RBC Trusts are not consolidated into the Company’s Consolidated Financial Statements as the Company is not deemed to be the primary beneficiary of these entities.

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The 2030 Notes mature on December 15, 2030 and have a fixed coupon rate of 2.75% from issuance until December 15, 2025 and a variable coupon rate equal to the three-month term SOFR, reset quarterly, plus 2.485% from December 15, 2025 until maturity.

The 2030 Notes may be redeemed beginning December 15, 2025 at 100% of principal plus accrued and unpaid interest.

The Company assumed $30.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2025 (the 2025 Notes) from Bryn Mawr Bank Corporation, which were issued in a private placement to institutional accredited investors on August 6, 2015.

Effective February 15, 2023, the Company redeemed all remaining outstanding principal amount of the 2025 Notes.

The 2025 Notes bore interest at a variable rate that reset quarterly to a level equal to the then-current three-month LIBOR plus an issuance spread of 3.068%.

The 2030 Notes may be redeemed by the Company beginning December 15, 2025 at 100% of principal plus accrued and unpaid interest.

The Company assumed $70.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2027 (the 2027 Notes) from Bryn Mawr Bank Corporation, which were issued by Bryn Mawr Bank Corporation in an underwritten public offering on December 13, 2017.

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The variable rate will reset quarterly to a level equal to the three-month term SOFR plus 2.31% until December 15, 2027, or any early redemption date.

On January 30, 2025, the Company notified bondholders that it will redeem all of the outstanding principal of the 2027 Notes in the first quarter of 2025.

Reconciliation of non-GAAP financial measures included in Item 1

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Net income attributable to WSFS (GAAP) $ 263,671

Unrealized gains on equity investments, net (329)

Realized gain on sale of equity investment, net (2,309)

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FDIC special assessment 880

Remeasurement of lease liability (112)

Corporate development and restructuring expenses 2,666

Contribution to WSFS CARES Foundation 2,000

Tax adjustments:

BOLI surrender 7,056

Tax impact of pre-tax adjustments 485

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Period End Tangible Assets

Period end assets $ 20,594,672

Period end assets (GAAP) $ 20,814,303

Goodwill and intangible assets (988,160)

Tangible assets $ 19,590,112

Tangible assets (non-GAAP) $ 19,826,143

Period End Tangible Common Equity

Period end Stockholder’s equity of WSFS $ 2,477,636

Period end Stockholder’s equity of WSFS (GAAP) $ 2,589,752

Goodwill and intangible assets (988,160)

Tangible common equity $ 1,473,076

Tangible common equity to assets 7.52 %

Tangible common equity (non-GAAP) $ 1,601,592

Common equity to assets ratio (GAAP) 12.44 %

Tangible common equity to assets (non-GAAP) 8.08 %

The Company and the Bank are subject to extensive federal and state banking laws, regulations, and policies that are intended primarily for the protection of depositors, the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (FDIC) and the banking system as a whole, and not for the protection of our other creditors and stockholders.

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As an insurer of bank deposits, the FDIC promulgates regulations, requires the filing of reports, and has authority to examine the operations of all institutions to which it provides deposit insurance for insurance purposes.

The laws and regulations to which the Company and the Bank are subject cover all aspects of our business, including lending and collection practices, treatment of our customers, safeguarding deposits, customer privacy and information security, capital structure, liquidity, dividends and other capital distributions, transactions with affiliates and conduct and qualifications of personnel.

The laws and regulations to which the Company and the Bank are subject cover all aspects of our business, including lending and collection practices, treatment of our Clients, safeguarding deposits, client privacy and information security, capital structure, liquidity, dividends and other capital distributions, transactions with affiliates and conduct and qualifications of personnel.

Such laws and regulations directly and indirectly affect key drivers of our profitability, including, for example, capital and liquidity, product offerings, risk management, and costs of compliance.

As a result, the extensive laws and regulations to which we are subject and with which we must comply significantly impact our earnings, results of operations, financial condition and competitive position.

Political, economic, and industry events and other factors may influence changes to the banking laws, regulations and policies by the U.S.

Congress, state legislatures and federal and state regulatory agencies.

In addition to laws and regulations, state and federal bank regulatory agencies may issue policy statements, interpretive letters and similar written guidance, which sometimes materially changes regulatory expectations.

Any change in the statutes, regulations or regulatory policies applicable to us, including changes in their interpretation, expectations or implementation, could have a material effect on our business and operations.

To this end, due to the recent issuance of certain executive orders by the President of the United States, it may not be clear for a period of time as to what the priorities of the three prudential banking agencies, the OCC, Federal Reserve and FDIC, may be with respect to their respective supervisory and enforcement matters for banks and bank holding companies during the current administration.

For example, one executive order requires independent agencies, including the Federal Reserve and FDIC to submit to the White House Office of Management and Budget (“OMB”) major orders proposed by these agencies for OMB's review.

OMB would also write "performance standards and management objectives" to the heads of independent agencies, review and adjust their budgets, including the Federal Reserve (excluding with respect to its monetary policy function) and the FDIC.

As a result, it may take longer for the prudential banking agencies to establish their supervisory and enforcement priorities and develop and adopt new rules and regulations, or make changes to existing rules and regulations.

Another executive order requires agency heads to determine whether ongoing enforcement of any regulations identified in their regulatory review is compliant with law and policy of the current administration.

This executive order also provides that to preserve resources and ensure lawful enforcement, agency heads, in consultation with the Director of the OMB, shall, on a case-by-case basis and as appropriate and consistent with applicable law, then direct the termination of all such enforcement proceedings that do not comply with the Constitution, laws, or the policy of the current administration.

It is unclear what impact these orders will have on the supervisory and enforcement activities of the OCC, Federal Reserve and FDIC.

In addition, there is continued uncertainty about the CFPB's priorities and how they will change under the current administration.

For example, in February 2025, the Acting Director of the CFPB instructed agency staff to pause most activity, including supervision and enforcement.

While it is presently unclear when and to what extent the CFPB will resume its activities, other governmental authorities, including state attorneys general or banking regulators, may seek to increase their regulation, supervision, and enforcement of providers of consumer financial products and services in response to changes at the CFPB.

Moreover, changes at the CFPB may lead to federal legislative efforts to alter the framework for consumer financial services regulation.

The impact of such regulations on our business is discussed further below, as well as in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors – Risks Relating to Regulation."

Transition from London Inter-Bank Offered Rate (LIBOR)

LIBOR, a benchmark interest rate that was widely referenced in the past, is no longer published as of June 30, 2023.

Financial market regulators had taken steps in previous years to prepare for the transition away from LIBOR and to encourage banks and other market participants to do the same.

The United Kingdom Financial Conduct Authority (FCA) caused several LIBOR settings to cease publication after December 31, 2021 and the remaining settings to cease publication after June 30, 2023.

The Adjustable Interest Rate (LIBOR) Act and implementing regulations of the Federal Reserve created a set of default rules for preexisting contracts that reference LIBOR, and created a safe harbor from liability for persons who elected to use the Secured Overnight Financing Rate (SOFR) as the replacement rate in a contract that references LIBOR.

The Company’s commercial and consumer businesses used various products that were indexed to LIBOR.

Most of these instruments gave the Company discretion to determine a replacement benchmark rate when LIBOR became unavailable.

This discretion combined with the LIBOR Act's safe harbor allowed the Company to select and migrate to SOFR as a replacement to LIBOR in the first quarter of 2022.

Currently, the Company's new variable rate loan products are primarily originated in SOFR.

Regulation of the Company

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Comparable restrictions apply to a savings and loan holding company’s acquisition or control of a bank or bank holding company although in such event the savings and loan holding company would become a bank holding company.

Additionally, provisions of federal law known as the Bank Merger Act require prior regulatory approval for an insured depository institution to merge with another insured depository institution.

In September 2024, the OCC finalized a new Policy Statement Regarding Statutory Factors Under the Bank Merger Act (Policy Statement), which outlines factors that the OCC will considering when evaluating a proposed bank merger transaction, including factors related to financial stability, the financial and managerial resources and future prospects of the existing and proposed institutions, and the convenience and needs of the community.

The Policy Statement also lists thirteen indicators that will be present in merger applications that are more likely to be approved expeditiously, including that the resulting institution will have total assets less than $50 billion and that the target’s total assets are less than 50 percent of the acquirer’s total assets.

It remains uncertain how the OCC will apply the Policy Statement to particular transactions, and the Policy Statement may make it more difficult and/or costly for us to obtain regulatory approval for an acquisition or otherwise result in more onerous conditions in approval orders than the OCC has previously imposed.

Also in September 2024, the U.S.

Department of Justice (“DOJ”) withdrew from its 1995 Bank Merger Guidelines and announced that it will instead evaluate the competitive impact of bank mergers using its 2023 Merger Guidelines that apply across all industries.

Compared to the 1995 Bank Merger Guidelines, the 2023 Merger Guidelines set forth more stringent concentration limits and add several largely qualitative bases on which the DOJ may challenge a merger.

This change in the DOJ’s bank merger antitrust policy creates uncertainty regarding the types of transactions that the DOJ may challenge as anticompetitive.

The Company is a grandfathered unitary thrift holding company, a status that allows us to acquire companies or business lines that engage in a wide range of non-banking activities.

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For example, the Federal Reserve opposes any repurchase of common stock or any other regulatory capital instrument if the repurchase would be inconsistent with the savings and loan holding company’s prospective capital needs and continued safe and sound operation.

As another example, a savings and loan holding company may not impair its subsidiary savings association’s soundness by causing it to make funds available to non-depository subsidiaries or their customers if the Federal Reserve believes it not prudent for the Company to do so.

As another example, a savings and loan holding company may not impair its subsidiary savings association’s soundness by causing it to make funds available to non-depository subsidiaries or their clients if the Federal Reserve believes it not prudent for the Company to do so.

The Federal Reserve can assess civil money penalties on a party for unsafe and unsound activities conducted on a knowing or reckless basis, if those activities caused a loss to an institution or pecuniary gain to the party.

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In addition, pursuant to the Dodd-Frank Act, the capital rules for savings and loan holding companies are no less stringent than those that apply to their subsidiary savings associations.

The principal sources of the Company’s cash are debt issuances and dividends from the Bank, supplemented by dividends from its other operating subsidiaries (including Bryn Mawr Capital Management, LLC, Powdermill ® , WSFS SPE Services, LLC and The Bryn Mawr Trust Company of Delaware).

Our earnings and activities are affected by federal, state and local laws and regulations.

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Certain extensions of credit also require the approval of the Bank’s Board of Directors.

The Bank may not extend credit, lease, sell property, or furnish any service or fix or vary the consideration for the foregoing on the condition that (i) the customer obtain or provide some additional credit, property, or service from or to the Bank or the Company or their subsidiaries (other than a loan, discount, deposit, or trust service or that are related to and usually provided in connection with any such product or service) or (ii) the customer not obtain some other credit, property, or services from a competitor, except to the extent such a condition is reasonably imposed to assure the soundness of the credit extended.

The federal banking agencies have, however, allowed banks and savings associations to offer combined-balance discount packages and otherwise to offer more favorable terms if a customer obtains two or more traditional bank products.

The Bank may not extend credit, lease, sell property, or furnish any service or fix or vary the consideration for the foregoing on the condition that (i) the client obtain or provide some additional credit, property, or service from or to the Bank or the Company or their subsidiaries (other than a loan, discount, deposit, or trust service or that are related to and usually provided in connection with any such product or service) or (ii) the client not obtain some other credit, property, or services from a competitor, except to the extent such a condition is reasonably imposed to assure the soundness of the credit extended.

The federal banking agencies have, however, allowed banks and savings associations to offer combined-balance discount packages and otherwise to offer more favorable terms if a client obtains two or more traditional bank products.

The law authorizes the Federal Reserve to grant additional exceptions by regulation or order.

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The methodology that the FDIC uses to calculate assessment amounts is also based on whether the Deposit Insurance Fund has met the FDIC's designated reserve ratio, which is currently 2%, and the minimum reserve ratio of 1.35% set forth in the Dodd-Frank Act.

Since the outbreak of the COVID-19 pandemic, the amount of total estimated insured deposits has grown very rapidly while the funds in the FDIC's Deposit Insurance Fund (DIF) have grown at a normal rate, causing the DIF reserve ratio to fall below the statutory minimum of 1.35%.

Over the past several years, the amount of total estimated insured deposits has grown very rapidly while the funds in the FDIC's Deposit Insurance Fund (DIF) have grown at a normal rate, causing the DIF reserve ratio to fall below the statutory minimum of 1.35%.

The FDIC adopted a restoration plan in September 2020, which it amended in June 2022, to restore the DIF reserve ratio to at least 1.35% by September 30, 2028.

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As of December 31, 2022, the Bank had approximately $6.9 billion of estimated uninsured deposits.

The FDIC will collect the special assessment over eight quarterly assessment periods starting with the first quarter of 2024, at a quarterly rate of 3.36 basis points (0.0336%).

We recognized the entire special assessment expense of approximately $5.1.million in the fourth quarter of 2023.

However, depending on future adjustments to the DIF’s estimated loss, the FDIC has retained the ability to cease collection early, extend the special assessment collection period, or impose a one-time final shortfall assessment.

The FDIC will collect the special assessment over eight initial quarterly assessment periods starting with the first quarter of 2024, at a quarterly rate of 3.36 basis points (0.0336%).

We recognized the entire initial special assessment expense of approximately $5.1 million in 2023.

However, depending on future adjustments to the DIF’s estimated loss, the FDIC retained the ability to cease collection early, extend the special assessment collection period, or impose a one-time final shortfall assessment.

During 2024, the FDIC updated its estimate of the DIF’s losses and projected that the special assessment would be collected for an additional two quarters beyond the initial eight-quarter collection periods, at a lower rate.

Accordingly, we recognized an additional FDIC special assessment anticipated charge of $0.9 million for the year ended December 31, 2024.

The FDIC may terminate the deposit insurance of any insured depository institution, including the Bank, if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed by an agreement with the FDIC.

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Management is not aware of any existing circumstances that would result in termination of our deposit insurance.

On July 30, 2024, the FDIC issued a proposed rule that would revise the FDIC’s regulations governing the classification and treatment of brokered deposits.

The proposal would require many insured depository institutions to classify a greater amount of their deposits obtained with the involvement of third parties as brokered deposits.

An increase in the amount of brokered deposits on an insured depository institution’s balance sheet could, among other consequences, increase the institution’s deposit insurance assessment costs.

Pursuant to regulations of the Federal Reserve, a savings association must maintain reserves against its transaction accounts.

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The Bank currently qualifies as an eligible savings association.

If prior approval is necessary, the OCC will consider the effect of the acquisition on a safe and sound banking system, the branch office's role in providing fair access to financial services by helping to meet the credit needs of the entire community, the association's compliance with laws and regulations, and the fair treatment of customers including efficiency and better service.

If a federal savings association acquires branch offices through a merger with or through a branch purchase from another bank or savings association, the acquiring federal savings association must submit a Bank Merger Act application to the OCC, which requires a favorable decision on the acquisition of the branch offices.

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The interagency council of the agencies, the Federal Financial Institutions Examination Council, has issued several policy statements and other guidance for banks as new cybersecurity threats arise.

FFIEC has recently focused on such matters as compromised customer credentials and business continuity planning.

FFIEC has recently focused on such matters as compromised client credentials and business continuity planning.

Examinations by the banking agencies now include review of an institution’s information technology and its ability to thwart or mitigate cyber-attacks.

Additionally, banking organizations are required to notify their primary federal regulator of significant computer security incidents within 36 hours of determining that such an incident has occurred.

The SEC also generally requires registrants to file a Current Report Form 8-K within four business days of determining a cybersecurity incident is material.

Bank Secrecy Act and Anti-Money Laundering

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Evaluations that result in a conclusion of “Needs to Improve” or “Substantial Non-Compliance” may block or impede regulatory approvals for other actions by an institution.

The Bank received a rating of “Outstanding” in its most recent performance evaluation.

The Bank received a rating of “satisfactory” in its most recent performance evaluation.

On October 24, 2023, the Federal Reserve, FDIC, and OCC issued a final rule revising their framework for evaluating banks’ records of community reinvestment under the CRA.

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Depending on a large bank’s geographic distribution of lending, the evaluation of retail lending may include assessment areas in which the bank extends loans but does not operate any deposit-taking facilities, in addition to assessment areas in which the bank has deposit taking facilities.

The rule becomes effective April 1, 2024.

Compliance with most provisions of the final rule will be required beginning January 1, 2026, and compliance with the remaining provisions will be required beginning January 1, 2027.

We are evaluating the impact of the final rule, including whether it will make it more challenging and/or costly for the Bank to achieve an “Outstanding” or “Satisfactory” CRA rating, which could negatively impact our ability to obtain regulatory approval for an acquisition.

Industry organizations have challenged the final rule in court, and on March 29, 2024, the United States District Court for the Northern District of Texas granted an injunction and stay of the final rule.

The final outcome of such challenge is uncertain.

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-K

Item 1. Business