[10-Q] NBT Bancorp Inc Quarterly Earnings Report

Rhea-AI Filing Summary

NBT Bancorp reported a quarter with clear growth in balance sheet scale but lower reported earnings. Total assets rose to $16.01 billion, driven by loans of $11.62 billion (up from $9.97 billion year-end) and deposits of $13.52 billion (up from $11.55 billion). Net interest income expanded to $124.2 million for the quarter versus $97.2 million a year earlier, reflecting stronger loan yields and portfolio expansion.

Reported net income was $22.5 million for the three months (basic EPS $0.45), down from $32.7 million a year earlier, and $59.3 million for the six months (basic EPS $1.21) versus $66.5 million. Key drivers of the lower earnings were a higher provision for loan losses of $17.8 million this quarter, increased noninterest expense including $17.2 million of acquisition-related integration costs, and acquisition accounting from the May 2, 2025 Evans Bancorp transaction for $221.8 million in stock that generated $91.4 million of goodwill. The allowance for credit losses increased to $140.2 million (1.21% of loans). Unrealized losses in investment portfolios remain sizable but are reported as AOCI and not recognized as credit losses.

Positive

• Loan growth: Total loans increased to $11.624 billion from $9.970 billion at year-end, expanding core earning assets.
• Deposit growth: Total deposits rose to $13.515 billion from $11.547 billion at year-end, supporting funding stability.
• Net interest income improvement: Quarterly NII increased to $124.22 million from $97.17 million year-over-year.
• Strategic acquisition: Completed acquisition of Evans Bancorp for $221.8 million in stock, expanding franchise and adding $2.13 billion of identified assets.

Negative

• Declining net income: Quarterly net income fell to $22.51 million from $32.72 million year-over-year; six-month net income also decreased to $59.26 million from $66.54 million.
• Higher credit provisioning: Provision for loan losses rose to $17.84 million for the quarter (vs. $8.90 million prior year), and allowance increased to $140.2 million.
• Increased operating expense and one-time costs: Total noninterest expense rose to $122.61 million for the quarter, including $17.18 million acquisition integration expenses.
• Material unrealized investment losses: AFS securities showed aggregate unrealized losses of $125.4 million and HTM unrealized losses of $74.4 million, recorded in AOCI.

Insights

Financial Analyst

TL;DR: Balance-sheet growth and higher net interest income offset by acquisition costs, higher provisions and lower reported net income this quarter.

Net interest income rose materially to $124.2 million, supporting core margin expansion following significant loan growth to $11.62 billion. However, quarterly net income fell to $22.5 million as provisions doubled to $17.8 million and noninterest expense increased, including $17.2 million of acquisition integration costs. The allowance for credit losses rose to $140.2 million (1.21% of loans) reflecting acquired loan allowances and revised economic scenario weightings. From an earnings-quality perspective the quarter is mixed: stronger net interest performance and deposit growth are positives, while elevated provisions and acquisition-related costs compressed near-term profitability.

M&A Specialist

TL;DR: The Evans acquisition materially expanded scale and core deposits, with substantial goodwill and one-time integration costs impacting near-term earnings.

NBT completed the Evans merger for $221.8 million in stock, adding acquired assets with a fair value of roughly $2.13 billion and recognizing $91.4 million of goodwill. The acquisition immediately increased loans, deposits and branch presence in Western New York but produced notable integration expenses ($17.2 million for the quarter) and provisional accounting for acquired loan allowances (PCD allowance of $7.7 million and non-PCD allowance recorded through provision of $13.0 million). Strategically the deal is material and accretive to scale; financially it created near-term earnings pressure and increased intangible balances that warrant monitoring for future goodwill impairment triggers.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025.

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________.

COMMISSION FILE NUMBER 0-14703

NBT BANCORP INC.

(Exact name of registrant as specified in its charter)

Delaware		16-1268674
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

52 South Broad Street, Norwich, New York 13815

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (607) 337-2265

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		NBTB		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

As of July 31, 2025, there were 52,394,085 shares outstanding of the Registrant’s Common Stock, $0.01 par value per share.

NBT BANCORP INC.

FORM 10-Q - Quarter Ended June 30, 2025

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)
	Consolidated Balance Sheets	4
	Consolidated Statements of Income	5
	Consolidated Statements of Comprehensive Income (Loss)	6
	Consolidated Statements of Changes in Stockholders’ Equity	7
	Consolidated Statements of Cash Flows	8
	Notes to Unaudited Interim Consolidated Financial Statements	10
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	54
ITEM 4.	CONTROLS AND PROCEDURES	54
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	54
ITEM 1A.	RISK FACTORS	54
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	54
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	54
ITEM 4.	MINE SAFETY DISCLOSURES	54
ITEM 5.	OTHER INFORMATION	54
ITEM 6.	EXHIBITS	54
SIGNATURES		55

2

Table of Contents

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

When references to “NBT”, “we,” “our,” “us,” and “the Company” are made in this report, we mean NBT Bancorp Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, NBT Bancorp Inc. When we refer to the “Bank” in this report, we mean our only bank subsidiary, NBT Bank, National Association, and its subsidiaries.

The acronyms and abbreviations identified below are used throughout this report, including the Notes to Unaudited Interim Consolidated Financial Statements. You may find it helpful to refer to this page as you read this report.

AFS	available for sale
AIR	accrued interest receivable
AOCI	accumulated other comprehensive income (loss)
ASC	Accounting Standards Codification
ASU	Accounting Standards Update
bp(s)	basis point(s)
C&I	commercial & industrial
CECL	current expected credit losses
CME	Chicago Mercantile Exchange Clearing House
CODM	chief operating decision maker
CRE	commercial real estate
EPS	earnings per share
Evans	Evans Bancorp, Inc.
Evans Bank	Evans Bank, National Association
FASB	Financial Accounting Standards Board
FDIC	Federal Deposit Insurance Corporation
FHLB	Federal Home Loan Bank
FOMC	Federal Open Market Committee
FRB	Federal Reserve Board
FTE	fully taxable equivalent
GAAP	U.S. generally accepted accounting principles
GDP	Gross Domestic Product
HTM	held to maturity
LGD	loss given default
MMDA	money market deposit accounts
NASDAQ	The NASDAQ Stock Market LLC
NIM	net interest margin
OCC	Office of the Comptroller of the Currency
OREO	other real estate owned
PCD	purchased credit deteriorated
PD	probability of default
SEC	U.S. Securities and Exchange Commission
SOFR	Secured Overnight Financing Rate

3

Table of Contents

ITEM 1. FINANCIAL STATEMENTS

NBT Bancorp Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)

		June 30,				December 31,
(In thousands, except share and per share data)		2025				2024
Assets
Cash and due from banks		$	264,777			$	205,083
Short-term interest-bearing accounts			276,786				78,973
Equity securities, at fair value			46,658				42,372
Securities available for sale, at fair value			1,729,428				1,574,664
Securities held to maturity (fair value $735,387 and $749,945, respectively)			809,664				842,921
Federal Reserve and Federal Home Loan Bank stock			40,813				33,957
Loans held for sale			3,756				9,744
Loans			11,624,680				9,969,910
Less allowance for loan losses			140,200				116,000
Net loans		$	11,484,480			$	9,853,910
Premises and equipment, net			95,793				80,840
Goodwill			454,072				362,663
Intangible assets, net			64,447				36,360
Bank owned life insurance			318,004				272,657
Other assets			426,103				392,522
Total assets		$	16,014,781			$	13,786,666
Liabilities
Demand (noninterest bearing)		$	3,866,856			$	3,446,068
Savings, interest-bearing checking and money market			7,997,219				6,658,188
Time			1,651,157				1,442,505
Total deposits		$	13,515,232			$	11,546,761
Short-term borrowings			112,970				162,942
Long-term debt			44,842				29,644
Subordinated debt, net			141,943				121,201
Junior subordinated debt			111,621				101,196
Other liabilities			283,007				298,781
Total liabilities		$	14,209,615			$	12,260,525
Stockholders’ equity
Preferred stock, $0.01 par value. 2,500,000 shares authorized		$	-			$	-
Common stock, $0.01 par value. 100,000,000 shares authorized; 59,083,155 and 53,974,492 shares issued, respectively			591				540
Additional paid-in-capital			962,868				742,810
Retained earnings			1,125,589				1,100,209
Accumulated other comprehensive loss			(109,488	)			(142,098	)
Common stock in treasury, at cost, 6,705,868 and 6,779,975 shares, respectively			(174,394	)			(175,320	)
Total stockholders’ equity		$	1,805,166			$	1,526,141
Total liabilities and stockholders’ equity		$	16,014,781			$	13,786,666

See accompanying notes to unaudited interim consolidated financial statements.

4

Table of Contents

NBT Bancorp Inc. and Subsidiaries

Consolidated Statements of Income (unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
(In thousands, except per share data)		2025				2024				2025				2024
Interest, fee and dividend income
Interest and fees on loans		$	158,912			$	136,606			$	296,964			$	269,752
Securities available for sale			11,609				7,562				21,871				14,686
Securities held to maturity			4,870				5,190				9,784				10,493
Other			2,186				1,408				3,362				2,772
Total interest, fee and dividend income		$	177,577			$	150,766			$	331,981			$	297,703
Interest expense
Deposits		$	48,219			$	46,688			$	90,807			$	91,027
Short-term borrowings			1,046				2,899				1,912				6,320
Long-term debt			296				291				562				581
Subordinated debt			2,001				1,806				3,823				3,606
Junior subordinated debt			1,795				1,908				3,434				3,821
Total interest expense		$	53,357			$	53,592			$	100,538			$	105,355
Net interest income		$	124,220			$	97,174			$	231,443			$	192,348
Provision for loan losses			17,835				8,899				25,389				14,478
Net interest income after provision for loan losses		$	106,385			$	88,275			$	206,054			$	177,870
Noninterest income
Service charges on deposit accounts		$	4,578			$	4,219			$	8,821			$	8,336
Card services income			6,077				5,587				11,394				10,782
Retirement plan administration fees			15,710				14,798				31,568				29,085
Wealth management			10,678				10,173				21,624				19,870
Insurance services			4,097				3,848				8,858				8,236
Bank owned life insurance income			2,180				1,834				5,577				4,186
Net securities gains (losses)			112				(92	)			8				2,091
Other			3,500				2,865				6,534				6,038
Total noninterest income		$	46,932			$	43,232			$	94,384			$	88,624
Noninterest expense
Salaries and employee benefits		$	64,155			$	55,393			$	124,849			$	111,097
Technology and data services			10,804				9,249				21,042				18,999
Occupancy			9,038				7,671				18,065				15,769
Professional fees and outside services			5,021				4,565				9,973				9,418
Office supplies and postage			1,871				1,804				3,813				3,669
FDIC assessment			1,820				1,667				3,514				3,402
Advertising			974				873				2,112				1,685
Amortization of intangible assets			3,042				2,133				5,153				4,301
Loan collection and other real estate owned, net			489				715				1,148				1,268
Acquisition expenses			17,180				-				18,401				-
Other			8,216				5,518				14,440				11,753
Total noninterest expense		$	122,610			$	89,588			$	222,510			$	181,361
Income before income tax expense		$	30,707			$	41,919			$	77,928			$	85,133
Income tax expense			8,197				9,203				18,673				18,594
Net income		$	22,510			$	32,716			$	59,255			$	66,539
Earnings per share
Basic		$	0.45			$	0.69			$	1.21			$	1.41
Diluted		$	0.44			$	0.69			$	1.21			$	1.40

See accompanying notes to unaudited interim consolidated financial statements.

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NBT Bancorp Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss) (unaudited)

		Three Months Ended June 30,								Six Months Ended June 30,
(In thousands)		2025				2024				2025				2024
Net income		$	22,510			$	32,716			$	59,255			$	66,539
Other comprehensive income (loss), net of tax:
Securities available for sale:
Unrealized net holding gains (losses) arising during the period, gross		$	15,121			$	1,556			$	41,769			$	(3,736	)
Tax effect			(3,781	)			(389	)			(10,443	)			934
Unrealized net holding gains (losses) arising during the period, net		$	11,340			$	1,167			$	31,326			$	(2,802	)
Amortization of unrealized net gains for the reclassification of available for sale securities to held to maturity, gross		$	70			$	91			$	145			$	187
Tax effect			(17	)			(23	)			(36	)			(47	)
Amortization of unrealized net gains for the reclassification of available for sale securities to held to maturity, net		$	53			$	68			$	109			$	140
Total securities available for sale, net		$	11,393			$	1,235			$	31,435			$	(2,662	)
Pension and other benefits:
Amortization of prior service cost and actuarial losses, gross		$	307			$	1,451			$	631			$	1,903
Tax effect			(77	)			(363	)			(158	)			(476	)
Amortization of prior service cost and actuarial losses, net		$	230			$	1,088			$	473			$	1,427
Decrease (increase) in unrecognized actuarial loss, gross		$	936			$	(1,000	)		$	936			$	(1,000	)
Tax effect			(234	)			250				(234	)			250
Decrease (increase) in unrecognized actuarial loss, net		$	702			$	(750	)		$	702			$	(750	)
Total pension and other benefits, net		$	932			$	338			$	1,175			$	677
Total other comprehensive income (loss)		$	12,325			$	1,573			$	32,610			$	(1,985	)
Comprehensive income		$	34,835			$	34,289			$	91,865			$	64,554

See accompanying notes to unaudited interim consolidated financial statements.

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NBT Bancorp Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

(In thousands, except share and per share data)		Common Stock				Additional Paid-in- Capital				Retained Earnings				Accumulated Other Comprehensive (Loss) Income				Common Stock in Treasury				Total
Balance at March 31, 2025		$	540			$	740,865			$	1,120,887			$	(121,813	)		$	(174,704	)		$	1,565,775
Net income			-				-				22,510				-				-				22,510
Cash dividends - $0.34 per share			-				-				(17,808	)			-				-				(17,808	)
Issuance of 5,108,663 shares of common stock for acquisition			51				221,716				-				-				-				221,767
Net issuance of 13,218 shares to employee and other stock plans			-				(586	)			-				-				310				(276	)
Stock-based compensation			-				873				-				-				-				873
Other comprehensive income			-				-				-				12,325				-				12,325
Balance at June 30, 2025		$	591			$	962,868			$	1,125,589			$	(109,488	)		$	(174,394	)		$	1,805,166
Balance at March 31, 2024		$	540			$	740,792			$	1,040,563			$	(164,492	)		$	(175,988	)		$	1,441,415
Net income			-				-				32,716				-				-				32,716
Cash dividends - $0.32 per share			-				-				(15,092	)			-				-				(15,092	)
Purchase of 5,700 treasury shares			-				-				-				-				(188	)			(188	)
Net issuance of 16,054 shares to employee and other stock plans			-				(766	)			-				-				390				(376	)
Stock-based compensation			-				1,907				-				-				-				1,907
Other comprehensive income			-				-				-				1,573				-				1,573
Balance at June 30, 2024		$	540			$	741,933			$	1,058,187			$	(162,919	)		$	(175,786	)		$	1,461,955

(In thousands, except share and per share data)		Common Stock				Additional Paid-in- Capital				Retained Earnings				Accumulated Other Comprehensive (Loss) Income				Common Stock in Treasury				Total
Balance at December 31, 2024		$	540			$	742,810			$	1,100,209			$	(142,098	)		$	(175,320	)		$	1,526,141
Net income			-				-				59,255				-				-				59,255
Cash dividends - $0.68 per share			-				-				(33,875	)			-				-				(33,875	)
Issuance of 5,108,663 shares of common stock for acquisition			51				221,716				-				-				-				221,767
Net issuance of 74,107 shares to employee and other stock plans			-				(4,705	)			-				-				926				(3,779	)
Stock-based compensation			-				3,047				-				-				-				3,047
Other comprehensive income			-				-				-				32,610				-				32,610
Balance at June 30, 2025		$	591			$	962,868			$	1,125,589			$	(109,488	)		$	(174,394	)		$	1,805,166
Balance at December 31, 2023		$	540			$	740,943			$	1,021,831			$	(160,934	)		$	(176,689	)		$	1,425,691
Net income			-				-				66,539				-				-				66,539
Cash dividends - $0.64 per share			-				-				(30,183	)			-				-				(30,183	)
Purchase of 7,600 treasury shares			-				-				-				-				(251	)			(251	)
Net issuance of 63,070 shares to employee and other stock plans			-				(3,201	)			-				-				1,154				(2,047	)
Stock-based compensation			-				4,191				-				-				-				4,191
Other comprehensive (loss)			-				-				-				(1,985	)			-				(1,985	)
Balance at June 30, 2024		$	540			$	741,933			$	1,058,187			$	(162,919	)		$	(175,786	)		$	1,461,955

See accompanying notes to unaudited interim consolidated financial statements.

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NBT Bancorp Inc. and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)

		Six Months Ended June 30,
(In thousands)		2025				2024
Operating activities
Net income		$	59,255			$	66,539
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan losses			25,389				14,478
Depreciation and amortization of premises and equipment			6,193				5,721
Net amortization on securities			917				1,305
Amortization of intangible assets			5,153				4,301
Amortization of operating lease right-of-use assets			4,088				3,729
Excess tax benefit on stock-based compensation			(419	)			(135	)
Stock-based compensation expense			3,047				4,191
Bank owned life insurance income			(5,577	)			(4,186	)
Amortization of subordinated debt issuance costs			199				219
Proceeds from sale of loans held for sale			173,409				51,664
Originations of loans held for sale			(167,816	)			(51,139	)
Net gain on sale of loans held for sale			(313	)			(72	)
Net securities (gains)			(8	)			(2,091	)
Net gains on sale of other real estate owned			(83	)			-
Net change in other assets and other liabilities			(14,952	)			(7,261	)
Net cash provided by operating activities		$	88,482			$	87,263
Investing activities
Net cash provided by (used in) acquisitions		$	38,597			$	(743	)
Securities available for sale:
Proceeds from maturities, calls and principal paydowns			90,172				54,196
Proceeds from sales			254,468				2,284
Purchases			(202,260	)			(66,970	)
Securities held to maturity:
Proceeds from maturities, calls and principal paydowns			81,258				85,547
Purchases			(45,167	)			(59,856	)
Equity securities:
Proceeds from sales			491				-
Purchases			-				(16	)
Other:
Net increase in loans			(483	)			(212,351	)
Proceeds from Federal Reserve and Federal Home Loan Bank stock redemption			30,216				51,481
Purchases of Federal Reserve and Federal Home Loan Bank stock			(26,991	)			(43,934	)
Proceeds from settlement of bank owned life insurance			4,330				608
Purchases of premises and equipment, net			(6,031	)			(3,804	)
Proceeds from sales of other real estate owned			135				-
Net cash provided by (used in) investing activities		$	218,735			$	(193,558	)
Financing activities
Net increase in deposits		$	104,422			$	302,465
Net decrease in short-term borrowings			(92,972	)			(161,948	)
Repayments of long-term debt			(25,078	)			(75	)
Cash paid by employer for tax-withholding on stock issuance			(2,207	)			(1,382	)
Purchase of treasury stock			-				(251	)
Cash dividends			(33,875	)			(30,183	)
Net cash (used in) provided by financing activities		$	(49,710	)		$	108,626
Net increase in cash and cash equivalents		$	257,507			$	2,331
Cash and cash equivalents at beginning of period			284,056				205,189
Cash and cash equivalents at end of period		$	541,563			$	207,520

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NBT Bancorp Inc. and Subsidiaries

Consolidated Statements of Cash Flows (unaudited) (continued)

	Six Months Ended June 30,
	2025				2024
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest expense		$	99,802			$	108,183
Income taxes paid, net of refund			16,325				9,213
Noncash investing activities:
Loans transferred to other real estate owned		$	215			$	74
Acquisitions:
Fair value of assets acquired, excluding acquired cash and goodwill		$	2,087,439			$	693
Fair value of liabilities assumed			1,997,253				-

See accompanying notes to unaudited interim consolidated financial statements.

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NBT Bancorp Inc. and Subsidiaries

Notes to Unaudited Interim Consolidated Financial Statements

June 30, 2025

1. Description of Business

NBT Bancorp Inc. is a registered financial holding company incorporated in the state of Delaware in 1986, with its principal headquarters located in Norwich, New York. The principal assets of NBT Bancorp Inc. consist of all of the outstanding shares of common stock of its subsidiaries, including: NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc. (“NBT Financial”), NBT Holdings, Inc. (“NBT Holdings”), CNBF Capital Trust I, NBT Statutory Trust I, NBT Statutory Trust II, Alliance Financial Capital Trust I, Alliance Financial Capital Trust II and Evans Capital Trust I (collectively, the “Trusts”). The principal sources of revenue for NBT Bancorp Inc. are the management fees and dividends it receives from the Bank, NBT Financial and NBT Holdings. Collectively, NBT Bancorp Inc. and its subsidiaries are referred to herein as (the “Company”).

The Company’s business, primarily conducted through the Bank, consists of providing commercial banking, retail banking and wealth management services primarily to customers in its market area, which includes upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut. The Company has been, and intends to continue to be, a community-oriented financial institution offering a variety of financial services. The Company’s business philosophy is to operate as a community bank with local decision-making, providing a broad array of banking and financial services to retail, commercial and municipal customers. On May 2, 2025, the Company completed the acquisition of Evans Bancorp, Inc. (“Evans”). Evans was headquartered in Williamsville, New York. Evans Bank, National Association (“Evans Bank”), was a federally-chartered national banking association operating 18 banking locations in Western New York.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements include the accounts of NBT Bancorp Inc. and its wholly-owned subsidiaries mentioned above. In the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods in accordance with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the instructions for the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, the consolidated financial statements do not include all of the information and notes necessary for complete financial statements in conformity with GAAP. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2024 Annual Report on Form 10-K. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period. All material intercompany transactions have been eliminated in consolidation. Amounts previously reported in the consolidated financial statements are reclassified whenever necessary to conform to current period presentation. The Company has evaluated subsequent events for potential recognition and/or disclosure, and none were identified.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results may differ from those estimates and such differences could be material to the financial statements. Estimates associated with the allowance for credit losses are particularly susceptible to material change in the near term.

3. Recent Accounting Pronouncements

Accounting Standards Issued Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, in response to requests from investors, lenders, creditors and other allocators of capital for enhanced income tax disclosures to support capital allocation decisions. The ASU requires enhanced disclosures primarily related to existing rate reconciliation and income taxes paid information to help investors better assess how the Company’s operations and related tax risks and tax planning and operational opportunities affect the Company’s tax rate and prospects for future cash flows. The ASU 2023-09 improves the transparency of income tax disclosures. The amendments in this ASU are effective for the Company for annual periods beginning after December 15, 2024, and should be applied on a prospective basis. Retrospective application and early adoption are permitted. Aside from complying with the new disclosure requirements, the adoption is not expected to have a material impact on the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, that addresses longstanding investor requests for more information regarding expenses included in the expense captions presented on the face of the income statement. The ASU will require a tabular disclosure that disaggregates certain income statement expenses including employee compensation, depreciation and intangible asset amortization. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which revises the effective date of ASU 2024-03. The ASU will become effective in the annual reporting periods beginning after December 15, 2026, and early adoption is permitted. Aside from complying with the new disclosure requirements, the adoption is not expected to have a material impact on the consolidated financial statements.

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4. Acquisitions

Evans Bancorp, Inc.

On May 2, 2025, the Company completed the acquisition of Evans through the merger of Evans with and into the Company, with the Company surviving the merger. Total consideration for the acquisition was $221.8 million in common stock. Evans, with assets of $2.19 billion at December 31, 2024, was headquartered in Williamsville, New York. Its primary subsidiary, Evans Bank, was a federally-chartered national banking association operating 18 banking locations in Western New York. The acquisition enhances the Company’s presence in Western New York, including the Buffalo and Rochester communities. In connection with the acquisition, the Company issued 5.1 million shares of common stock and acquired approximately $130.4 million of identifiable net assets. Preliminary goodwill of $91.4 million was recognized as a result of the merger and is not amortizable or deductible for tax purposes. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since May 2, 2025. As a result of the full integration of the operations of Evans, it is not practicable to determine all revenue or net income included in the Company’s operating results relating to Evans since the date of acquisition as Evans results cannot be separately identified.

The acquisition of Evans is being accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”), using the acquisition method of accounting. Accordingly, as of the date of the acquisition, the Company recorded the assets acquired, liabilities assumed and consideration paid at fair value based on management’s best estimates using information available at the date of the acquisition. These estimates are subject to adjustment based on updated information not available at the time of the acquisition. The amount of goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company with Evans. Accrued income taxes and deferred taxes associated with the Evans acquisition were recorded on a provisional basis and could vary from the actual recorded balance once tax provisions and returns are finalized.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed:

		May 2, 2025
(In thousands)		Evans Bancorp, Inc.
Consideration:
Cash paid to shareholders (fractional shares)		$	25
Common stock issuance			221,767
Total net consideration		$	221,792
Recognized amounts of identifiable assets acquired and (liabilities) assumed:
Cash and cash equivalents		$	40,197
Securities available for sale			255,487
Securities held to maturity			3,494
Loans, net of allowance for credit losses on purchased credit deteriorated loans			1,665,712
Premises and equipment, net			15,069
Core deposit intangibles			33,240
Bank owned life insurance			44,100
Other assets			70,337
Total identifiable assets acquired		$	2,127,636
Deposits		$	(1,864,049	)
Borrowings			(113,712	)
Other liabilities			(19,492	)
Total liabilities assumed		$	(1,997,253	)
Total identifiable assets, net		$	130,383
Goodwill		$	91,409

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The following is a description of the valuation methodologies used to estimate the fair values of major categories of assets acquired and liabilities assumed. The Company used an independent valuation specialist to assist with the determination of fair values for certain acquired assets and assumed liabilities.

Cash and due from banks - The estimated fair value was determined to approximate the carrying amount of these assets.

Securities available for sale (“AFS”) - The estimated fair value of the AFS investment portfolio was primarily determined using quoted market prices and dealer quotes. The investment securities were sold immediately after the merger and no gains or losses were recorded.

Securities held to maturity (“HTM”) - The estimated fair value of the HTM investment portfolio, which consisted of local municipal securities, was retained at par, which is estimated to be equal to fair value.

Loans - The estimated fair value of loans were based on a discounted cash flow methodology applied on a pooled basis. Loans were first segmented by purchased credit deteriorated (“PCD”) or non-purchased credit deteriorated (“non-PCD”) status, and then further grouped according to Federal Deposit Insurance Corporation (“FDIC”) call report segmentation. The valuation considered key loan characteristics including loan type, term, rate, payment schedule and loan performance attributes. Assumptions related to prepayment speeds, probability of default (“PD”) and loss given default (“LGD”) were also considered. The discount rates applied were based on a build-up approach factoring in the funding mix, servicing costs, liquidity premium and factors related to performance risk.

Core deposit intangible - The core deposit intangible was valued utilizing the cost savings method approach, which recognizes the cost savings represented by the expense of maintaining the core deposit base versus the cost of an alternative funding source. The valuation incorporated assumptions related to account retention, discount rates, deposit interest rates, deposit maintenance costs and alternative funding rates.

Deposits - The fair value of noninterest bearing demand deposits, interest-bearing checking, money market and savings deposit accounts were assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. Certificate of deposit (“CD”) (time deposit accounts) were valued at the present value of the certificates’ expected contractual payments discounted at market rates for similar certificates which approximates carrying value.

Borrowings - The estimated fair value of short-term borrowings was determined to approximate stated value. Long-term debt, subordinated debt and junior subordinated debt were valued using a discounted cash flow approach incorporating a discount rate that incorporated similar terms, maturity and credit rating.

Accounting for Acquired Loans - Acquired loans are classified into two categories: PCD loans and non-PCD loans. PCD loans are defined as a loan or group of loans that have experienced more than insignificant credit deterioration since origination. Non-PCD loans had an allowance established on acquisition date, which is recognized as an expense through the provision for credit losses. For PCD loans, an allowance is recognized by adding it to the fair value of the loan, which is the amortized cost. There is no provision for credit loss expense recognized on PCD loans because the initial allowance is established by grossing-up the amortized cost of the PCD loan. The allowance for credit losses on non-PCD loans of $13.0 million was recorded through the provision for loan losses within the unaudited interim consolidated statements of income. The following table provides details related to the fair value of acquired PCD loans.

(In thousands)		PCD Loans
Par value of PCD loans at acquisition		$	336,398
Allowance for credit losses at acquisition			7,726
Discount at acquisition			(36,584	)
Fair value of PCD loans at acquisition		$	307,540

Direct costs related to the acquisition were expensed as incurred. Acquisition integration-related expenses were $17.2 million and $18.4 million during the three and six months ended June 30, 2025, respectively. These amounts have been separately stated in the unaudited interim consolidated statements of income and are included in operating activities in the unaudited interim consolidated statements of cash flow.

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Supplemental Pro Forma Financial Information (Unaudited)

The following table presents certain unaudited pro forma financial information for illustrative purposes only, for the three and six months ended June 30, 2025 and 2024, as if Evans had been acquired on January 1, 2024. This unaudited pro forma information combines the historical results of Evans with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the acquisition occurred as of the beginning of the year prior to the acquisition. The unaudited pro forma information does not consider any changes to the provision expense resulting from recording loan assets at fair value, cost savings or business synergies. As a result, actual amounts would have differed from the unaudited pro forma information presented and the differences could be significant.

		Pro Forma (Unaudited)								Pro Forma (Unaudited)
		Three Months Ended June 30,								Six Months Ended June 30,
(In thousands,)		2025				2024				2025				2024
Total revenue, net of interest expense		$	177,453			$	160,074			$	349,366			$	316,814
Net income			12,930				37,247				52,859				73,407

Other Acquisitions

In November 2024, the Company, through its subsidiary, NBT Bank, National Association, completed its acquisition of certain assets of PACO, Inc, a third-party administration business based in West Des Moines, Iowa for a total consideration of $3.3 million. As part of the acquisition the Company recorded goodwill of $0.7 million and $2.9 million contingent considerations recorded in other liabilities on the consolidated balance sheets as of December 31, 2024.

In July 2024, the Company, through its subsidiary, NBT Insurance Agency, LLC, a full-service insurance agency, completed the acquisition of substantially all of the assets of Karl W. Reynard, Inc. located in Stamford, NY for a total consideration of $1.2 million. Karl W. Reynard, Inc. was a long-established property and casualty agency offering personal and commercial lines. This strategic acquisition expands the presence of NBT Insurance Agency, LLC in the Catskills, where the agency and the Bank are well established. As part of the acquisition, the Company recorded goodwill of $0.2 million and a $1.0 million contingent consideration recorded in other liabilities on the unaudited interim consolidated balance sheets.

The operating results of the acquired companies are included in the consolidated results after the date of acquisition.

5. Securities

The amortized cost, estimated fair value and unrealized gains (losses) of AFS securities are as follows:

(In thousands)		Amortized Cost				Unrealized Gains				Unrealized Losses				Estimated Fair Value
As of June 30, 2025
U.S. treasury		$	104,095			$	34			$	(3,920	)		$	100,209
Federal agency			248,330				-				(21,708	)			226,622
State & municipal			93,556				1				(5,524	)			88,033
Mortgage-backed:
Government-sponsored enterprises			460,203				837				(30,288	)			430,752
U.S. government agency securities			112,183				373				(4,295	)			108,261
Collateralized mortgage obligations:
Government-sponsored enterprises			613,607				1,210				(32,928	)			581,889
U.S. government agency securities			181,822				73				(24,056	)			157,839
Corporate			38,498				-				(2,675	)			35,823
Total AFS securities		$	1,852,294			$	2,528			$	(125,394	)		$	1,729,428
As of December 31, 2024
U.S. treasury		$	108,838			$	59			$	(6,107	)		$	102,790
Federal agency			248,348				-				(29,831	)			218,517
State & municipal			95,457				-				(7,967	)			87,490
Mortgage-backed:
Government-sponsored enterprises			435,825				2				(41,528	)			394,299
U.S. government agency securities			76,528				9				(6,471	)			70,066
Collateralized mortgage obligations:
Government-sponsored enterprises			546,685				142				(42,831	)			503,996
U.S. government agency securities			179,136				39				(26,683	)			152,492
Corporate			48,482				-				(3,468	)			45,014
Total AFS securities		$	1,739,299			$	251			$	(164,886	)		$	1,574,664

There was no allowance for credit losses on AFS securities as of June 30, 2025 and December 31, 2024.

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During the three and six months ended June 30, 2025, there were no gains or losses reclassified out of accumulated other comprehensive income (loss) (“AOCI”) and into earnings. During the three months ended June 30, 2024, there were no gains or losses reclassified out of AOCI and into earnings. During the six months ended June 30, 2024, the Company sold a previously written-off security and recognized a gain of $2.3 million into earnings in net securities gains (losses) in the unaudited interim consolidated statements of income.

The amortized cost, estimated fair value and unrealized gains (losses) of HTM securities are as follows:

(In thousands)		Amortized Cost				Unrealized Gains				Unrealized Losses				Estimated Fair Value
As of June 30, 2025
Federal agency		$	100,000			$	-			$	(12,829	)		$	87,171
Mortgage-backed:
Government-sponsored enterprises			198,957				-				(27,343	)			171,614
U.S. government agency securities			14,105				1				(51	)			14,055
Collateralized mortgage obligations:
Government-sponsored enterprises			158,778				88				(8,183	)			150,683
U.S. government agency securities			59,142				-				(10,091	)			49,051
State & municipal			278,682				2				(15,871	)			262,813
Total HTM securities		$	809,664			$	91			$	(74,368	)		$	735,387
As of December 31, 2024
Federal agency		$	100,000			$	-			$	(16,656	)		$	83,344
Mortgage-backed:
Government-sponsored enterprises			208,579				-				(34,349	)			174,230
U.S. government agency securities			15,611				1				(516	)			15,096
Collateralized mortgage obligations:
Government-sponsored enterprises			168,018				-				(11,554	)			156,464
U.S. government agency securities			60,906				-				(11,245	)			49,661
State & municipal			289,807				41				(18,698	)			271,150
Total HTM securities		$	842,921			$	42			$	(93,018	)		$	749,945

At June 30, 2025 and December 31, 2024, all of the mortgaged-backed HTM securities were comprised of U.S. government agency and government-sponsored enterprises securities.

The Company recorded no gains from calls on HTM securities for the three and six months ended June 30, 2025 and 2024.

AFS and HTM securities with amortized costs totaling $1.76 billion at June 30, 2025 and $1.60 billion at December 31, 2024, were pledged to secure public deposits and for other purposes required or permitted by law. Additionally, at June 30, 2025 and December 31, 2024, AFS and HTM securities with an amortized cost of $219.5 million and $234.2 million, respectively, were pledged as collateral for securities sold under repurchase agreements.

The following tables set forth information with regard to gains and (losses) on equity securities:

		Three Months Ended June 30,
(In thousands)		2025				2024
Net gains (losses) recognized on equity securities		$	112			$	(92	)
Less: Net gains (losses) recognized on equity securities sold during the period			(35	)			-
Unrealized gains (losses) recognized on equity securities still held		$	147			$	(92	)

		Six Months Ended June 30,
(In thousands)		2025				2024
Net gains (losses) recognized on equity securities		$	8			$	(193	)
Less: Net gains (losses) recognized on equity securities sold during the period			(35	)			-
Unrealized gains (losses) recognized on equity securities still held		$	43			$	(193	)

As of June 30, 2025 and December 31, 2024, the carrying value of equity securities without readily determinable fair values was $1.0 million. The Company performed a qualitative assessment to determine whether the investments were impaired and identified no areas of credit concern as of June 30, 2025 and 2024. There were no impairments, or downward or upward adjustments recognized for equity securities without readily determinable fair values during the three and six months ended June 30, 2025 and 2024.

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The following table sets forth information with regard to contractual maturities of debt securities at June 30, 2025:

(In thousands)		Amortized Cost				Estimated Fair Value
AFS debt securities:
Within one year		$	90,827			$	89,677
From one to five years			632,475				594,417
From five to ten years			221,923				208,864
After ten years			907,069				836,470
Total AFS debt securities		$	1,852,294			$	1,729,428
HTM debt securities:
Within one year		$	92,748			$	92,656
From one to five years			198,559				187,673
From five to ten years			151,189				135,999
After ten years			367,168				319,059
Total HTM debt securities		$	809,664			$	735,387

Maturities of mortgage-backed, collateralized mortgage obligations and asset-backed securities are stated based on their estimated average lives. Actual maturities may differ from estimated average lives or contractual maturities because, in certain cases, borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

Except for U.S. government securities and government-sponsored enterprises securities, there were no holdings, when taken in the aggregate, of any single issuer that exceeded 10% of consolidated stockholders’ equity at June 30, 2025 and December 31, 2024.

The following table sets forth information with regard to investment securities with unrealized losses, for which an allowance for credit losses has not been recorded, segregated according to the length of time the securities were in a continuous unrealized loss position:

		Less Than 12 Months												12 Months or Longer												Total
(In thousands)		Fair Value				Unrealized Losses				Number of Positions				Fair Value				Unrealized Losses				Number of Positions				Fair Value				Unrealized Losses				Number of Positions
As of June 30, 2025
AFS securities:
U.S. treasury		$	-			$	-				-			$	95,173			$	(3,920	)			5			$	95,173			$	(3,920	)			5
Federal agency			-				-				-				226,622				(21,708	)			16				226,622				(21,708	)			16
State & municipal			-				-				-				87,272				(5,524	)			65				87,272				(5,524	)			65
Mortgage-backed			34,785				(218	)			7				350,950				(34,365	)			146				385,735				(34,583	)			153
Collateralized mortgage obligations			113,346				(489	)			13				468,427				(56,495	)			112				581,773				(56,984	)			125
Corporate			-				-				-				35,823				(2,675	)			13				35,823				(2,675	)			13
Total securities with unrealized losses		$	148,131			$	(707	)			20			$	1,264,267			$	(124,687	)			357			$	1,412,398			$	(125,394	)			377
HTM securities:
Federal agency		$	-			$	-				-			$	87,171			$	(12,829	)			4			$	87,171			$	(12,829	)			4
Mortgage-backed			11,031				(4	)			1				174,596				(27,390	)			33				185,627				(27,394	)			34
Collateralized mortgage obligation			-				-				-				193,085				(18,274	)			49				193,085				(18,274	)			49
State & municipal			10,812				(171	)			12				157,826				(15,700	)			171				168,638				(15,871	)			183
Total securities with unrealized losses		$	21,843			$	(175	)			13			$	612,678			$	(74,193	)			257			$	634,521			$	(74,368	)			270
As of December 31, 2024
AFS securities:
U.S. treasury		$	-			$	-				-			$	92,737			$	(6,107	)			5			$	92,737			$	(6,107	)			5
Federal agency			-				-				-				218,517				(29,831	)			16				218,517				(29,831	)			16
State & municipal			759				(4	)			1				86,731				(7,963	)			66				87,490				(7,967	)			67
Mortgage-backed			95,153				(1,374	)			16				368,589				(46,625	)			152				463,742				(47,999	)			168
Collateralized mortgage obligations			98,494				(1,128	)			14				480,891				(68,386	)			116				579,385				(69,514	)			130
Corporate			1,478				(9	)			1				43,536				(3,459	)			14				45,014				(3,468	)			15
Total securities with unrealized losses		$	195,884			$	(2,515	)			32			$	1,291,001			$	(162,371	)			369			$	1,486,885			$	(164,886	)			401
HTM securities:
Federal agency		$	-			$	-				-			$	83,344			$	(16,656	)			4			$	83,344			$	(16,656	)			4
Mortgage-backed			-				-				-				189,271				(34,865	)			34				189,271				(34,865	)			34
Collateralized mortgage obligations			7,147				(7	)			1				198,978				(22,792	)			52				206,125				(22,799	)			53
State & municipal			9,458				(107	)			12				168,945				(18,591	)			186				178,403				(18,698	)			198
Total securities with unrealized losses		$	16,605			$	(114	)			13			$	640,538			$	(92,904	)			276			$	657,143			$	(93,018	)			289

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The Company does not believe the AFS securities that were in an unrealized loss position as of June 30, 2025 and December 31, 2024, which consisted of 377 and 401 individual securities, respectively, represented a credit loss impairment. AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. As of June 30, 2025 and December 31, 2024, the majority of the AFS securities in an unrealized loss position consisted of debt securities issued by U.S. government agencies or U.S. government-sponsored enterprises that carry the explicit and/or implicit guarantee of the U.S. government, which are widely recognized as “risk-free” and have a long history of zero credit losses. Total gross unrealized losses were primarily attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. The Company does not intend to sell, nor is it more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases, which may be at maturity. The Company elected to exclude accrued interest receivable (“AIR”) from the amortized cost basis of debt securities. AIR on AFS debt securities totaled $5.1 million and $4.4 million at June 30, 2025 and December 31, 2024, respectively, and is excluded from the estimate of credit losses and reported in the other assets financial statement line.

None of the Bank’s HTM debt securities were past due or on nonaccrual status as of June 30, 2025 and December 31, 2024. There was no accrued interest reversed against interest income for the three and six months ended June 30, 2025 or the year ended December 31, 2024 as all securities remained in accrual status. In addition, there were no collateral-dependent HTM debt securities as of June 30, 2025 and December 31, 2024. There was no allowance for credit losses on HTM securities as of June 30, 2025 and December 31, 2024. As of June 30, 2025 and December 31, 2024, 66% of the Company’s HTM debt securities were issued by U.S. government agencies or U.S. government-sponsored enterprises with bond ratings of A to AAA. These securities carry the explicit and/or implicit guarantee of the U.S. government, which are widely recognized as “risk-free” and have a long history of zero credit losses. Therefore, the Company did not record an allowance for credit losses for these securities as of June 30, 2025 and December 31, 2024. The remaining HTM debt securities at June 30, 2025 and December 31, 2024 were comprised of state and municipal obligations with bond ratings of A to AAA excluding the $89.1 million and $84.7 million, respectively, of local municipal bonds which are not rated. Based on the Company’s current expected credit losses (“CECL”) methodology, the expected credit loss on the HTM municipal bond portfolio was deemed immaterial, therefore no allowance for credit loss was recorded as of June 30, 2025 and December 31, 2024. AIR on HTM debt securities totaled $4.4 million at June 30, 2025 and December 31, 2024 and is excluded from the estimate of credit losses and reported in the other assets financial statement line.

6. Loans

A summary of loans, net of deferred fees and origination costs, by category⁽¹⁾ is as follows:

(In thousands)		June 30, 2025				December 31, 2024
Commercial & industrial		$	1,692,335			$	1,426,482
Commercial real estate			4,800,494				3,876,698
Residential real estate			2,530,344				2,142,249
Home equity			423,355				334,268
Indirect auto			1,319,401				1,273,253
Residential solar			780,865				820,079
Other consumer			77,886				96,881
Total loans		$	11,624,680			$	9,969,910

(1)  Loans are summarized by business line which does not align to how the Company assesses credit risk in the allowance for credit losses under CECL.

Included in the above loans are net deferred loan origination (fees) costs totaling $(48.0) million and $(64.7) million at June 30, 2025 and December 31, 2024, respectively.

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7. Allowance for Credit Losses and Credit Quality of Loans

The allowance for credit losses totaled $140.2 million at June 30, 2025, compared to $116.0 million at December 31, 2024. The allowance for credit losses as a percentage of loans was 1.21% at June 30, 2025, compared to 1.16% at December 31, 2024.

The allowance for credit losses calculation incorporated a 6-quarter forecast period to account for forecast economic conditions under each scenario utilized in the measurement. For periods beyond the 6-quarter forecast, the model reverts to long-term economic conditions over a 4-quarter reversion period on a straight-line basis. The Company considers a baseline, upside and downside economic forecast in measuring the allowance. During the second quarter of 2025, the Company included an additional downside scenario with stagflation conditions, which is characterized as an economic environment where inflation rises alongside unemployment. Stagflation was identified as an emerging risk as tariff policies begin to impact the economy.

The quantitative model as of June 30, 2025 incorporated a baseline economic outlook along with an alternative upside scenario and two equally weighted downside scenarios, recessionary conditions and stagflation, sourced from a reputable third-party to accommodate other potential economic conditions in the model. At June 30, 2025, the weightings were 70%, 5% and 25% for the baseline, upside and downside economic forecast scenarios, respectively. The baseline outlook reflected an economic environment where the Northeast unemployment rate increases from 4.3% to 4.8% during the forecast period. National Gross Domestic Product (“GDP’s”) annualized growth (on a quarterly basis) is expected to start the third quarter of 2025 at approximately 0.6% and increase to 1.6% by the end of the forecast period. Key assumptions in the baseline economic outlook included the Federal Reserve cutting rates with two 25 basis point cuts at the September and December meetings and the economy remaining at full employment. The alternative upside scenario assumes improved economic conditions from the baseline outlook. Under this scenario, Northeast unemployment falls from 4.3% in the second quarter of 2025 to 3.7% in the fourth quarter of 2025 and eventually settles at 4.1% by the end of the forecast period. The alternative downside scenario with recessionary conditions assumes deteriorated economic conditions from the baseline outlook. Under this scenario, Northeast unemployment rises from 4.3% in the second quarter of 2025 to a peak of 7.7% in the third quarter of 2026. The alternative downside stagflation scenario assumes deteriorated economic conditions from the baseline outlook. Under this scenario, Northeast unemployment rises from 4.3% in the second quarter of 2025 to 5.8% by the end of the forecast period in the fourth quarter of 2026, with a peak Northeast unemployment rate of 8.1% in the third quarter of 2027. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of June 30, 2025. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools, reversion adjustments for the stagflation scenario and recent trends in asset value indices. Additional monitoring for industry concentrations, loan growth and policy exceptions was also conducted.

The quantitative model as of March 31, 2025 incorporated a baseline economic outlook along with an alternative downside scenario sourced from a reputable third-party to accommodate other potential economic conditions in the model. At March 31, 2025, the weightings were 75% and 25% for the baseline and downside economic forecasts, respectively. The baseline outlook reflected an economic environment where the unemployment rate increases from 4.1% to 4.4% during the forecast period. Northeast GDP’s annualized growth (on a quarterly basis) is expected to start the second quarter of 2025 at approximately 5% and decrease to 3.9% before increasing to 4.1% by the end of the forecast period. Key assumptions in the baseline economic outlook included the Federal Reserve cutting rates with two 25 basis point cuts at the September and December meetings and the economy remaining at full employment. The alternative downside scenario assumed deteriorated economic conditions from the baseline outlook. Under this scenario, national unemployment rises from 4.1% in the first quarter of 2025 to a peak of 7.6% in the second quarter of 2026. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of March 31, 2025. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools and recent trends in asset value indices. Additional monitoring for industry concentrations, loan growth and policy exceptions was also conducted.

During the first quarter of 2025, the Company performed an annual update to its econometric, PD/LGD models. Segment specific, multi-variate regression model inputs and assumptions were updated and recent period observed losses and behavior were incorporated into the models (“model refreshment”). The incorporation of recent observations did not have a material impact on most loan class segments except for the Auto class segment which resulted in an improvement in PD/LGD outcomes. The total allowance decreased by approximately 3% as of March 31, 2025 due to the model refreshment.

The quantitative model as of December 31, 2024 incorporated a baseline economic outlook along with an alternative downside scenario sourced from a reputable third-party to accommodate other potential economic conditions in the model. At December 31, 2024, the weightings were 80% and 20% for the baseline and downside economic forecasts, respectively. The baseline outlook reflected a Northeast unemployment rate environment starting at 4.1% and increasing slightly during the forecast period to 4.2%. Northeast GDP’s annualized growth (on a quarterly basis) is expected to start the first quarter of 2025 at approximately 3.8% before decreasing to a low of 2.6% in the third quarter of 2025 and then increasing to 3.9% by the end of the forecast period. Key assumptions in the baseline economic outlook included two 25 basis point federal funds rate cuts in 2025, quantitative tightening ending in early 2025, a post-election fiscal outlook with lower spending, lower taxes, and higher tariffs, and the economy currently being near full employment. The alternative downside scenario assumed deteriorated economic conditions from the baseline outlook. Under this scenario, Northeast unemployment increases to a peak of 7.5% in the first quarter of 2026. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of December 31, 2024. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools, considerations for inflation and recent trends in asset value indices. Additional monitoring for industry concentrations, loan growth and policy exceptions was also conducted.

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There were $336.4 million of PCD loans acquired from Evans during the three and six months ended June 30, 2025 which resulted in an allowance for credit losses at acquisition of $7.7 million. There were no loans purchased with credit deterioration during the year ended December 31, 2024. During the six months ended June 30, 2025, the Company purchased $5.4 million of residential loans at a 4.4% premium with a $58 thousand allowance for credit losses recorded for these loans. During 2024, the Company purchased $3.0 million of residential loans at a 7.0% premium with a $31 thousand allowance for credit losses recorded for these loans.

The Company made a policy election to report AIR in the other assets line item on the consolidated balance sheets. AIR on loans totaled $41.2 million at June 30, 2025 and $34.8 million at December 31, 2024 and with no estimated allowance for credit losses related to AIR as of June 30, 2025 and December 31, 2024 as it is excluded from amortized cost.

The following tables present the activity in the allowance for credit losses by our portfolio segments:

(In thousands)		Commercial Loans				Consumer Loans				Residential				Total
Balance as of March 31, 2025		$	48,730			$	41,696			$	26,574			$	117,000
Allowance for credit loss on PCD acquired loans			7,355				-				371				7,726
Charge-offs			(533	)			(3,837	)			(61	)			(4,431	)
Recoveries			409				1,566				95				2,070
Provision			10,060				1,444				6,331				17,835
Ending balance as of June 30, 2025		$	66,021			$	40,869			$	33,310			$	140,200
Balance as of March 31, 2024		$	44,472			$	47,419			$	23,409			$	115,300
Charge-offs			(299	)			(5,328	)			-				(5,627	)
Recoveries			292				1,559				77				1,928
Provision			2,243				4,268				2,388				8,899
Ending balance as of June 30, 2024		$	46,708			$	47,918			$	25,874			$	120,500

(In thousands)		Commercial Loans				Consumer Loans				Residential				Total
Balance as of December 31, 2024		$	45,453			$	43,987			$	26,560			$	116,000
Allowance for credit loss on PCD acquired loans			7,355				-				371				7,726
Charge-offs			(2,755	)			(9,713	)			(118	)			(12,586	)
Recoveries			516				2,972				183				3,671
Provision			15,452				3,623				6,314				25,389
Ending balance as of June 30, 2025		$	66,021			$	40,869			$	33,310			$	140,200
Balance as of December 31, 2023		$	45,903			$	46,427			$	22,070			$	114,400
Charge-offs			(1,284	)			(10,909	)			(114	)			(12,307	)
Recoveries			490				3,210				229				3,929
Provision			1,599				9,190				3,689				14,478
Ending balance as of June 30, 2024		$	46,708			$	47,918			$	25,874			$	120,500

The allowance for credit losses as of June 30, 2025 increased compared to the allowance estimates as of December 31, 2024 and June 30, 2024 primarily due to the recording of $20.7 million of allowance for acquired Evans loans as of the acquisition date, which included both the $13.0 million of non-PCD allowance recognized through the provision for loan losses and the $7.7 million of PCD allowance reclassified from loans. In addition, the allowance for credit losses increased due to deterioration in the economic forecast including the change in the forecast scenarios and weightings, partially offset by model refreshment and the shift in loan composition driven by other consumer and residential solar portfolios that are in a planned run-off status.

Individually Evaluated Loans

The threshold for evaluating classified, Commercial & Industrial (“C&I”) and Commercial Real Estate (“CRE”) loans risk graded substandard or doubtful, and nonperforming loans specifically evaluated for individual credit loss is $1.0 million. As of June 30, 2025, six newly acquired relationships from Evans were identified for individual credit loss evaluation which had an amortized cost basis of $14.3 million. These relationships were in nonaccrual status with no allowance for credit loss. As of December 31, 2024, three relationships were identified for individual credit loss evaluation, had an amortized cost basis of $28.8 million and were in nonaccrual status with no allowance for credit loss. The decrease in the amortized cost basis of individually evaluated loans from December 31, 2024 to June 30, 2025 was primarily attributed to the three relationships resolving through payoff or transfer to other assets in the second quarter of 2025, partially offset by the addition of the previously mentioned six newly acquired relationships from Evans which had and amortized cost basis of $14.3 million.

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The following table sets forth information with regard to past due and nonperforming loans by loan segment:

(In thousands)		31-60 Days Past Due Accruing				61-90 Days Past Due Accruing				Greater Than 90 Days Past Due Accruing				Total Past Due Accruing				Nonaccrual				Current				Recorded Total Loans
As of June 30, 2025
Commercial loans:
C&I		$	1,190			$	1,137			$	33			$	2,360			$	1,759			$	1,670,504			$	1,674,623
CRE			7,861				1,017				-				8,878				18,781				4,592,332				4,619,991
Total commercial loans		$	9,051			$	2,154			$	33			$	11,238			$	20,540			$	6,262,836			$	6,294,614
Consumer loans:
Auto		$	9,719			$	1,850			$	873			$	12,442			$	2,040			$	1,279,399			$	1,293,881
Residential solar			4,208				2,064				981				7,253				176				773,436				780,865
Other consumer			1,152				674				490				2,316				173				89,461				91,950
Total consumer loans		$	15,079			$	4,588			$	2,344			$	22,011			$	2,389			$	2,142,296			$	2,166,696
Residential		$	8,529			$	1,329			$	834			$	10,692			$	20,252			$	3,132,426			$	3,163,370
Total loans		$	32,659			$	8,071			$	3,211			$	43,941			$	43,181			$	11,537,558			$	11,624,680

(In thousands)		31-60 Days Past Due Accruing				61-90 Days Past Due Accruing				Greater Than 90 Days Past Due Accruing				Total Past Due Accruing				Nonaccrual				Current				Recorded Total Loans
As of December 31, 2024
Commercial loans:
C&I		$	398			$	452			$	-			$	850			$	2,116			$	1,427,247			$	1,430,213
CRE			698				191				-				889				30,028				3,665,223				3,696,140
Total commercial loans		$	1,096			$	643			$	-			$	1,739			$	32,144			$	5,092,470			$	5,126,353
Consumer loans:
Auto		$	11,527			$	2,047			$	900			$	14,474			$	2,054			$	1,228,378			$	1,244,906
Residential solar			4,066				1,991				1,599				7,656				212				812,211				820,079
Other consumer			1,552				985				888				3,425				263				105,529				109,217
Total consumer loans		$	17,145			$	5,023			$	3,387			$	25,555			$	2,529			$	2,146,118			$	2,174,202
Residential		$	3,360			$	467			$	2,411			$	6,238			$	11,146			$	2,651,971			$	2,669,355
Total loans		$	21,601			$	6,133			$	5,798			$	33,532			$	45,819			$	9,890,559			$	9,969,910

Credit Quality Indicators

The Company has developed an internal loan grading system to evaluate and quantify the Company’s loan portfolio with respect to quality and risk, focusing on, among other things, borrower’s financial strength, experience and depth of borrower’s management, primary and secondary sources of repayment, payment history, nature of the business and industry outlook. The internal grading system enables the Company to monitor the quality of the entire loan portfolio on a consistent basis and provide management with an early warning system, which facilitates recognition and response to problem loans and potential problem loans.

Commercial Grading System

For C&I and CRE loans, the Company uses a grading system that relies on quantifiable and measurable characteristics when available. This includes comparison of financial strength to available industry averages, comparison of transaction factors (loan terms and conditions) to loan policy and comparison of credit history to stated repayment terms and industry averages. Some grading factors are necessarily more subjective such as economic and industry factors, regulatory environment and management. C&I and CRE loans are graded Doubtful, Substandard, Special Mention and Pass.

Doubtful - A Doubtful loan has a high probability of total or substantial loss, but because of specific pending events that may strengthen the asset, its classification as a loss is deferred. Doubtful borrowers are usually in default, lack adequate liquidity or capital and lack the resources necessary to remain an operating entity. Pending events can include mergers, acquisitions, liquidations, capital injections, the perfection of liens on additional collateral, the valuation of collateral and refinancing. Generally, pending events should be resolved within a relatively short period and the ratings will be adjusted based on the new information. Nonaccrual treatment is required for Doubtful assets because of the high probability of loss.

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Substandard - Substandard loans have a high probability of payment default or they have other well-defined weaknesses. They require more intensive supervision by bank management. Substandard loans are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity or marginal capitalization. Repayment may depend on collateral or other credit risk mitigants. For some Substandard loans, the likelihood of full collection of interest and principal may be in doubt and those loans should be placed on nonaccrual. Although Substandard assets in the aggregate will have a distinct potential for loss, an individual asset’s loss potential does not have to be distinct for the asset to be rated Substandard.

Special Mention - Special Mention loans have potential weaknesses that may, if not checked or corrected, weaken the asset or inadequately protect the Company’s position at some future date. These loans pose elevated risk, but their weakness does not yet justify a Substandard classification. Borrowers may be experiencing adverse operating trends (i.e., declining revenues or margins) or may be struggling with an ill-proportioned balance sheet (i.e., increasing inventory without an increase in sales, high leverage and/or tight liquidity). Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a Special Mention rating. Although a Special Mention loan has a higher PD than a Pass asset, its default is not imminent.

Pass - Loans graded as Pass encompass all loans not graded as Doubtful, Substandard or Special Mention. Pass loans are in compliance with loan covenants and payments are generally made as agreed. Pass loans range from superior quality to fair quality. Pass loans also include any portion of a government guaranteed loan, including Paycheck Protection Program loans.

Consumer and Residential Grading System

Consumer and Residential loans are graded as either Nonperforming or Performing.

Nonperforming - Nonperforming loans are loans that are (1) over 90 days past due and interest is still accruing or (2) on nonaccrual status.

Performing - All loans not meeting any of the above criteria are considered Performing.

The following tables illustrate the Company’s credit quality by loan class by vintage and includes gross charge-offs by loan class by vintage. Included in other consumer gross charge-offs for the six months ended June 30, 2025, the Company recorded $0.3 million in overdrawn deposit accounts reported as 2024 originations and $0.2 million in overdrawn deposit accounts reported as 2025 originations. Included in other consumer gross charge-offs for the year ended December 31, 2024, the Company recorded $0.2 million in overdrawn deposit accounts reported as 2023 originations and $0.7 million in overdrawn deposit accounts reported as 2024 originations.

(In thousands)		2025				2024				2023				2022				2021				Prior				Revolving Loans Amortized Cost Basis				Revolving Loans Converted to Term				Total
As of June 30, 2025
C&I
By internally assigned grade:
Pass		$	139,021			$	259,544			$	173,387			$	174,017			$	160,303			$	195,002			$	452,804			$	967			$	1,555,045
Special mention			-				7,827				4,803				11,206				1,400				9,507				36,582				-				71,325
Substandard			10				2,364				3,169				4,531				3,838				1,846				32,226				130				48,114
Doubtful			-				-				82				50				7				-				-				-				139
Total C&I		$	139,031			$	269,735			$	181,441			$	189,804			$	165,548			$	206,355			$	521,612			$	1,097			$	1,674,623
Current-period gross charge-offs		$	-			$	-			$	(132	)		$	(16	)		$	(25	)		$	(482	)		$	-			$	-			$	(655	)
CRE
By internally assigned grade:
Pass		$	167,358			$	473,837			$	473,593			$	672,518			$	602,447			$	1,483,106			$	370,254			$	37,178			$	4,280,291
Special mention			5,564				2,239				8,778				65,041				16,558				55,830				23,939				-				177,949
Substandard			1,982				13,957				11,303				12,323				17,977				102,426				1,783				-				161,751
Total CRE		$	174,904			$	490,033			$	493,674			$	749,882			$	636,982			$	1,641,362			$	395,976			$	37,178			$	4,619,991
Current-period gross charge-offs		$	-			$	-			$	-			$	-			$	-			$	(2,100	)		$	-			$	-			$	(2,100	)
Auto
By payment activity:
Performing		$	316,061			$	457,230			$	257,740			$	181,044			$	62,272			$	16,621			$	-			$	-			$	1,290,968
Nonperforming			82				779				1,017				635				291				109				-				-				2,913
Total auto		$	316,143			$	458,009			$	258,757			$	181,679			$	62,563			$	16,730			$	-			$	-			$	1,293,881
Current-period gross charge-offs		$	(31	)		$	(723	)		$	(774	)		$	(817	)		$	(413	)		$	(151	)		$	-			$	-			$	(2,909	)
Residential solar
By payment activity:
Performing		$	2,718			$	2,333			$	114,626			$	383,594			$	159,514			$	116,923			$	-			$	-			$	779,708
Nonperforming			-				-				126				568				337				126				-				-				1,157
Total residential solar		$	2,718			$	2,333			$	114,752			$	384,162			$	159,851			$	117,049			$	-			$	-			$	780,865
Current-period gross charge-offs		$	-			$	-			$	(417	)		$	(2,269	)		$	(615	)		$	(536	)		$	-			$	-			$	(3,837	)
Other consumer
By payment activity:
Performing		$	9,813			$	10,047			$	5,042			$	7,402			$	18,473			$	19,011			$	21,474			$	25			$	91,287
Nonperforming			-				21				34				95				281				196				2				34				663
Total other consumer		$	9,813			$	10,068			$	5,076			$	7,497			$	18,754			$	19,207			$	21,476			$	59			$	91,950
Current-period gross charge-offs		$	(235	)		$	(376	)		$	(4	)		$	(611	)		$	(1,107	)		$	(634	)		$	-			$	-			$	(2,967	)
Residential
By payment activity:
Performing		$	53,840			$	227,700			$	257,471			$	426,613			$	495,387			$	1,324,813			$	340,603			$	15,857			$	3,142,284
Nonperforming			-				952				1,793				2,495				3,596				12,250				-				-				21,086
Total residential		$	53,840			$	228,652			$	259,264			$	429,108			$	498,983			$	1,337,063			$	340,603			$	15,857			$	3,163,370
Current-period gross charge-offs		$	-			$	(16	)		$	(88	)		$	-			$	-			$	(14	)		$	-			$	-			$	(118	)
Total loans		$	696,449			$	1,458,830			$	1,312,964			$	1,942,132			$	1,542,681			$	3,337,766			$	1,279,667			$	54,191			$	11,624,680
Current-period gross charge-offs		$	(266	)		$	(1,115	)		$	(1,415	)		$	(3,713	)		$	(2,160	)		$	(3,917	)		$	-			$	-			$	(12,586	)

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(In thousands)		2024				2023				2022				2021				2020				Prior				Revolving Loans Amortized Cost Basis				Revolving Loans Converted to Term				Total
As of December 31, 2024
C&I
By internally assigned grade:
Pass		$	255,824			$	166,780			$	180,095			$	177,839			$	118,826			$	101,755			$	349,443			$	3,588			$	1,354,150
Special mention			272				3,265				3,461				1,639				307				1,008				22,582				4,374				36,908
Substandard			2,419				3,895				2,183				1,555				173				3,878				23,231				1,751				39,085
Doubtful			-				67				2				1				-				-				-				-				70
Total C&I		$	258,515			$	174,007			$	185,741			$	181,034			$	119,306			$	106,641			$	395,256			$	9,713			$	1,430,213
Current-period gross charge-offs		$	-			$	(99	)		$	(1,063	)		$	(162	)		$	-			$	(1,352	)		$	-			$	-			$	(2,676	)
CRE
By internally assigned grade:
Pass		$	414,835			$	352,834			$	550,682			$	514,134			$	414,737			$	912,693			$	314,574			$	45,940			$	3,520,429
Special mention			2,573				14,406				23,747				7,440				4,310				16,888				2,044				1,222				72,630
Substandard			-				1,743				19,182				18,111				2,362				61,029				654				-				103,081
Total CRE		$	417,408			$	368,983			$	593,611			$	539,685			$	421,409			$	990,610			$	317,272			$	47,162			$	3,696,140
Current-period gross charge-offs		$	-			$	-			$	-			$	(2,366	)		$	-			$	-			$	-			$	-			$	(2,366	)
Auto
By payment activity:
Performing		$	557,817			$	321,545			$	238,232			$	90,143			$	19,931			$	14,284			$	-			$	-			$	1,241,952
Nonperforming			594				983				710				459				107				101				-				-				2,954
Total auto		$	558,411			$	322,528			$	238,942			$	90,602			$	20,038			$	14,385			$	-			$	-			$	1,244,906
Current-period gross charge-offs		$	(141	)		$	(1,478	)		$	(1,610	)		$	(837	)		$	(116	)		$	(347	)		$	-			$	-			$	(4,529	)
Residential solar
By payment activity:
Performing		$	4,381			$	121,755			$	398,030			$	166,018			$	56,612			$	71,472			$	-			$	-			$	818,268
Nonperforming			-				213				869				488				80				161				-				-				1,811
Total residential solar		$	4,381			$	121,968			$	398,899			$	166,506			$	56,692			$	71,633			$	-			$	-			$	820,079
Current-period gross charge-offs		$	-			$	(530	)		$	(4,441	)		$	(716	)		$	(201	)		$	(694	)		$	-			$	-			$	(6,582	)
Other consumer
By payment activity:
Performing		$	16,426			$	6,685			$	11,792			$	27,045			$	10,718			$	15,881			$	19,507			$	12			$	108,066
Nonperforming			12				43				207				433				209				202				15				30				1,151
Total other consumer		$	16,438			$	6,728			$	11,999			$	27,478			$	10,927			$	16,083			$	19,522			$	42			$	109,217
Current-period gross charge-offs		$	(735	)		$	(330	)		$	(2,080	)		$	(4,271	)		$	(1,036	)		$	(912	)		$	-			$	-			$	(9,364	)
Residential
By payment activity:
Performing		$	188,657			$	222,593			$	369,473			$	419,053			$	246,867			$	924,869			$	265,351			$	18,935			$	2,655,798
Nonperforming			580				765				766				2,507				160				8,779				-				-				13,557
Total residential		$	189,237			$	223,358			$	370,239			$	421,560			$	247,027			$	933,648			$	265,351			$	18,935			$	2,669,355
Current-period gross charge-offs		$	-			$	(34	)		$	-			$	-			$	-			$	(177	)		$	-			$	-			$	(211	)
Total loans		$	1,444,390			$	1,217,572			$	1,799,431			$	1,426,865			$	875,399			$	2,133,000			$	997,401			$	75,852			$	9,969,910
Current-period gross charge-offs		$	(876	)		$	(2,471	)		$	(9,194	)		$	(8,352	)		$	(1,353	)		$	(3,482	)		$	-			$	-			$	(25,728	)

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Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

The allowance for credit losses on unfunded commitments totaled $6.2 million as of June 30, 2025, compared to $4.4 million as of December 31, 2024. The reserve for unfunded loan commitments was $1.7 million for the three months ended June 30, 2025, compared to $(0.4) million for the three months ended June 30, 2024 and was recorded within other noninterest expense in the unaudited interim consolidated statements of income. The reserve for unfunded loan commitments was $1.8 million for the six months ended June 30, 2025, compared to $(0.8) million for the six months ended June 30, 2024, and was recorded within other noninterest expense in the unaudited interim consolidated statements of income. Included in the reserve for unfunded loan commitments for the three and six months ended June 30, 2025, was $0.5 million of acquisition-related provision for unfunded loan commitments due to the Evans acquisition. The increase is primarily related to increases in pipeline exposure and the Evans acquisition.

Loan Modifications to Borrowers Experiencing Financial Difficulties

When the Company modifies a loan with financial difficulty, such modifications generally include one or a combination of the following: an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; a change in scheduled payment amount; or principal forgiveness.

The following tables show the amortized cost basis at the end of the reporting period of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of financing receivable and type of concession granted:

		Three Months Ended June 30, 2025
		Term Extension								Combination - Term Extension and Interest Rate Reduction
(Dollars in thousands)		Amortized Cost				% of Total Class of Financing Receivables				Amortized Cost				% of Total Class of Financing Receivables
Residential			$	117				0.004	%		$	28				0.001	%
Total			$	117							$	28

		Three Months Ended June 30, 2024
		Term Extension								Interest Rate Reduction
(Dollars in thousands)		Amortized Cost				% of Total Class of Financing Receivables				Amortized Cost				% of Total Class of Financing Receivables
Residential			$	184				0.007	%		$	30				0.001	%
Total			$	184							$	30

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		Six Months Ended June 30, 2025
		Term Extension								Combination - Term Extension and Interest Rate Reduction
(Dollars in thousands)		Amortized Cost				% of Total Class of Financing Receivables				Amortized Cost				% of Total Class of Financing Receivables
Residential			$	894				0.028	%		$	28				0.001	%
Total			$	894							$	28

		Six Months Ended June 30, 2024
		Term Extension								Combination - Term Extension and Interest Rate Reduction
(Dollars in thousands)		Amortized Cost				% of Total Class of Financing Receivables				Amortized Cost				% of Total Class of Financing Receivables
Residential			$	478				0.018	%		$	30				0.001	%
Total			$	478							$	30

The following tables describe the financial effect of the modifications made to borrowers experiencing financial difficulties:

	Three Months Ended June 30, 2025
Loan Type	Term Extension	Interest Rate Reduction
Residential	Added a weighted-average 9.8 years to the life of loans, which reduced monthly payment amounts for the borrowers	Interest Rates were reduced by an average of 0.62%

	Three Months Ended June 30, 2024
Loan Type	Term Extension	Interest Rate Reduction
Residential	Added a weighted-average 5.3 years to the life of loans, which reduced monthly payment amounts for the borrowers	Interest Rates were reduced by an average of 1.0%

	Six Months Ended June 30, 2025
Loan Type	Term Extension	Interest Rate Reduction
Residential	Added a weighted-average 7.5 years to the life of loans, which reduced monthly payment amounts for the borrowers	Interest Rates were reduced by an average of 0.62%

	Six Months Ended June 30, 2024
Loan Type	Term Extension	Interest Rate Reduction
Residential	Added a weighted-average 6.3 years to the life of loans, which reduced monthly payment amounts for the borrowers	Interest Rates were reduced by an average of 1.0%

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The following tables depict the financing receivables that had a payment default that were modified to borrowers experiencing financial difficulty in the prior twelve months:

		Amortized Cost Basis of Modified Financing Receivables that Subsequently Defaulted
		Three Months Ended June 30,
(In thousands)		2025				2024
Residential		$	11			$	171
Total		$	11			$	171

		Amortized Cost Basis of Modified Financing Receivables that Subsequently Defaulted
		Six Months Ended June 30,
(In thousands)		2025				2024
Residential		$	69			$	171
Total		$	69			$	171

The following table depicts the performance of loans that have been modified to borrowers experiencing financial difficulty that were modified in the prior twelve months:

		Payment Status (Amortized Cost Basis)
(In thousands)		Current				31-60 Days Past Due				61-90 Days Past Due				Greater than 90 Days Past Due
As of June 30, 2025
Residential		$	1,692			$	11			$	58			$	-
Total		$	1,692			$	11			$	58			$	-

		Payment Status (Amortized Cost Basis)
(In thousands)		Current				31-60 Days Past Due				61-90 Days Past Due				Greater than 90 Days Past Due
As of June 30, 2024
Residential		$	567			$	120			$	-			$	78
Total		$	567			$	120			$	-			$	78

8. Short-Term Borrowings

In addition to the liquidity provided by balance sheet cash flows, liquidity must also be supplemented with additional sources such as credit lines from correspondent banks as well as borrowings from the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Bank. Other funding alternatives may also be appropriate from time to time, including wholesale and retail repurchase agreements and brokered certificate of deposit accounts.

Information related to short-term borrowings is summarized as follows:

(In thousands)		June 30, 2025				December 31, 2024
Securities sold under repurchase agreements		$	112,970			$	146,942
Other short-term borrowings			-				16,000
Total short-term borrowings		$	112,970			$	162,942

See Note 5 for additional information regarding securities pledged as collateral for securities sold under the repurchase agreements.

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9. Defined Benefit Post-Retirement Plans

The Company has a qualified, noncontributory, defined benefit pension plan (the “Plan”) covering substantially all of its employees at June 30, 2025. Benefits paid from the Plan are based on age, years of service, compensation and social security benefits and are determined in accordance with defined formulas. The Company’s policy is to fund the Plan in accordance with Employee Retirement Income Security Act of 1974 standards. Assets of the Plan are invested in publicly traded stocks, bonds and mutual funds. In addition to the Plan, the Company provides supplemental employee retirement plans to certain current and former executives. These supplemental employee retirement plans and the Plan are collectively referred to herein as “Pension Benefits.”

In addition, the Company provides certain health care benefits for retired employees. Benefits were accrued over the employees’ active service period. Only employees that were employed by the Company on or before January 1, 2000 are eligible to receive post-retirement health care benefits. These post-retirement benefits are referred to herein as “Other Benefits.”

In connection with the Evans acquisition, the Company assumed the non-contributory, qualified, defined benefit pension plan and the nonqualified supplemental executive retirement plans. Effective May 2, 2025, the Evans defined benefit pension plan was merged into the Plan. The merging of the plans required a valuation as of the merger date and resulted in a $0.9 million adjustment to AOCI. The merging of the plans did not have a significant impact on the Company’s financial statements and related footnotes.

Accounting standards require an employer to: (1) recognize the overfunded or underfunded status of defined benefit post-retirement plans, which is measured as the difference between plan assets at fair value and the benefit obligation, as an asset or liability in its balance sheet; (2) recognize changes in that funded status in the year in which the changes occur through comprehensive income; and (3) measure the defined benefit plan assets and obligations as of the date of its year-end balance sheet.

The Company made no voluntary contributions to the Pension Benefits and Other Benefits plans during the three and six months ended June 30, 2025 and 2024.

The components of expense for Pension Benefits and Other Benefits are set forth below:

		Pension Benefits								Other Benefits
		Three Months Ended June 30,								Three Months Ended June 30,
(In thousands)		2025				2024				2025				2024
Components of net periodic cost (benefit):
Service cost		$	676			$	513			$	1			$	1
Interest cost			1,137				1,006				59				55
Expected return on plan assets			(2,091	)			(1,982	)			-				-
Net amortization			308				1,452				(1	)			(1	)
Total net periodic cost (benefit)		$	30			$	989			$	59			$	55

		Pension Benefits								Other Benefits
		Six Months Ended June 30,								Six Months Ended June 30,
(In thousands)		2025				2024				2025				2024
Components of net periodic cost (benefit):
Service cost		$	1,369			$	1,027			$	2			$	2
Interest cost			2,206				2,011				118				110
Expected return on plan assets			(4,136	)			(3,965	)			-				-
Net amortization			633				1,905				(2	)			(2	)
Total net periodic cost (benefit)		$	72			$	978			$	118			$	110

The service cost component of the net periodic cost (benefit) is included in salaries and employee benefits and the interest cost, expected return on plan assets and net amortization components are included in other noninterest expense on the unaudited interim consolidated statements of income.

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10. Earnings Per Share

Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity (such as the Company’s dilutive restricted stock units and stock options).

The following is a reconciliation of basic and diluted EPS for the periods presented in the unaudited interim consolidated statements of income:

		Three Months Ended June 30,
(In thousands, except per share data)		2025				2024
Basic EPS:
Weighted average common shares outstanding			50,575				47,158
Net income available to common stockholders		$	22,510			$	32,716
Basic EPS		$	0.45			$	0.69
Diluted EPS:
Weighted average common shares outstanding			50,575				47,158
Dilutive effect of common stock options and restricted stock			212				225
Weighted average common shares and common share equivalents			50,787				47,383
Net income available to common stockholders		$	22,510			$	32,716
Diluted EPS		$	0.44			$	0.69
Anti-dilutive stock options and restricted stock outstanding			23				2

		Six Months Ended June 30,
(In thousands, except per share data)		2025				2024
Basic EPS:
Weighted average common shares outstanding			48,919				47,153
Net income available to common stockholders		$	59,255			$	66,539
Basic EPS		$	1.21			$	1.41
Diluted EPS:
Weighted average common shares outstanding			48,919				47,153
Dilutive effect of common stock options and restricted stock			224				228
Weighted average common shares and common share equivalents			49,143				47,381
Net income available to common stockholders		$	59,255			$	66,539
Diluted EPS		$	1.21			$	1.40
Anti-dilutive stock options and restricted stock outstanding			-				2

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11. Reclassification Adjustments Out of Other Comprehensive Income (Loss)

The following table summarizes the reclassification adjustments out of AOCI:

Detail About AOCI Components		Amount Reclassified from AOCI							Affected Line Item in the Consolidated Statements of Comprehensive Income (Loss)
		Three Months Ended
(In thousands)		June 30, 2025				June 30, 2024
AFS securities:
Amortization of unrealized gains related to securities transfer		$	70			$	91		Interest income
Tax effect		$	(17	)		$	(23	)	Income tax (benefit)
Net of tax		$	53			$	68
Pension and other benefits:
Amortization of net losses		$	305			$	1,454		Other noninterest expense
Amortization of prior service costs			2				(3	)	Other noninterest expense
Tax effect		$	(77	)		$	(363	)	Income tax (benefit)
Net of tax		$	230			$	1,088
Total reclassifications, net of tax		$	283			$	1,156

Detail About AOCI Components		Amount Reclassified from AOCI							Affected Line item in the Consolidated Statements of Comprehensive Income (Loss)
		Six Months Ended
(In thousands)		June 30, 2025				June 30, 2024
AFS securities:
Amortization of unrealized gains related to securities transfer		$	145			$	187		Interest income
Tax effect		$	(36	)		$	(47	)	Income tax (benefit)
Net of tax		$	109			$	140
Pension and other benefits:
Amortization of net losses		$	626			$	1,908		Other noninterest expense
Amortization of prior service costs			5				(5	)	Other noninterest expense
Tax effect		$	(158	)		$	(476	)	Income tax (benefit)
Net of tax		$	473			$	1,427
Total reclassifications, net of tax		$	582			$	1,567

12. Derivative Instruments and Hedging Activities

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate risk, primarily by managing the amount, sources and duration of its assets and liabilities and through the use of derivative instruments. Specifically, the Company may enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which is determined by interest rates. Generally, the Company may use derivative financial instruments to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments. Currently, the Company has interest rate derivatives resulting from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. The Company manages a matched book with respect to its derivative instruments in order to minimize its net risk exposure resulting from such transactions.

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Derivatives Not Designated as Hedging Instruments

The Company enters into interest rate swaps to facilitate customer transactions and meet their financing needs. These swaps are considered derivatives, but are not designated as hedging relationships. These instruments have interest rate and credit risk associated with them. To mitigate the interest rate risk, the Company enters into offsetting interest rate swaps with counterparties. The counterparty swaps are also considered derivatives and are also not designated as hedging relationships. Interest rate swaps are recorded within other assets or other liabilities on the consolidated balance sheets at their estimated fair value. Changes to the fair value of assets and liabilities arising from these derivatives are included, net, in other operating income in the consolidated statements of income.

The Company is subject to over-the-counter derivative clearing requirements, which require certain derivatives to be cleared through central clearing houses. Accordingly, the Company clears certain derivative transactions through the Chicago Mercantile Exchange Clearing House (“CME”). The CME requires the Company to post initial and variation margin payments to mitigate the risk of non-payment, the latter of which is received or paid daily based on the net asset or liability position of the contracts. A daily settlement occurs through the CME for changes in the fair value of centrally cleared derivatives. Not all of the derivatives are required to be cleared through the daily clearing agent. As a result, the total fair values of loan level derivative assets and liabilities recognized on the Company’s financial statements are not equal and offsetting.

As of June 30, 2025 and December 31, 2024, the Company had twenty one and twenty-one participation agreements, respectively, with financial institution counterparties for interest rate swaps related to participated loans. Risk participation agreements provide credit protection to the financial institution that originated the swap transaction should the borrower fail to perform on its obligation. The Company enters into both risk participation agreements in which it purchases credit protection from other financial institutions and those in which it provides credit protection to other financial institutions.

The following table summarizes the derivatives outstanding:

(In thousands)		Notional Amount			Balance Sheet Location		Fair Value				Notional Amount			Balance Sheet Location		Fair Value
As of June 30, 2025
Derivatives not designated as hedging instruments
Interest rate derivatives		$	1,377,868		Other assets		$	76,666			$	1,377,868		Other liabilities		$	76,553
Risk participation agreements			98,229		Other assets			86				12,484		Other liabilities			3
Total derivatives not designated as hedging instruments							$	76,752								$	76,556
Netting adjustments(1)								17,319									-
Net derivatives in the balance sheet							$	59,433								$	76,556
Derivatives not offset on the balance sheet							$	7,282								$	7,282
Cash collateral(2)								-									-
Net derivative amounts							$	52,151								$	69,274
As of December 31, 2024
Derivatives not designated as hedging instruments
Interest rate derivatives		$	1,374,800		Other assets		$	104,377			$	1,374,800		Other liabilities		$	104,371
Risk participation agreements			90,725		Other assets			62				18,811		Other liabilities			2
Total derivatives not designated as hedging instruments							$	104,439								$	104,373
Netting adjustments(1)								23,592									(26	)
Net derivatives in the balance sheet							$	80,847								$	104,399
Derivatives not offset on the balance sheet							$	1,792								$	1,792
Cash collateral(2)								-									-
Net derivative amounts							$	79,055								$	102,607

(1) Netting adjustments represents the amounts recorded to convert derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance on the settle to market rules for cleared derivatives. The CME legally characterizes the variation margin posted between counterparties as settlements of the outstanding derivative contracts instead of cash collatral.

(2) Cash collateral represents the amount that cannot be used to offset our derivative assets and liabilities from a gross basis to a net basis in accordance with the applicable accounting guidance. The other collateral consists of securities and is exchanged under bilateral collateral and master netting agreements that allow us to offset the net derivative position with the related collateral. The application of the other collateral cannot reduce the net derivative position below zero. Therefore, excess other collateral, if any, is not reflected above.

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The following table indicates the gain or loss recognized in income on derivatives not designated as a hedging relationship:

		Three Months Ended June 30,								Six Months Ended June 30,
(In thousands)		2025				2024				2025				2024
Derivatives not designated as hedging instruments:
(Decrease) increase in other income		$	(4	)		$	11			$	17			$	86

13. Fair Value Measurements and Fair Value of Financial Instruments

GAAP states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value measurements are not adjusted for transaction costs. A fair value hierarchy exists within GAAP that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The types of instruments valued based on quoted market prices in active markets include most U.S. government and agency securities, many other sovereign government obligations, liquid mortgage products, active listed equities and most money market securities. Such instruments are generally classified within Level 1 or Level 2 of the fair value hierarchy. The Company does not adjust the quoted prices for such instruments.

The types of instruments valued based on quoted prices in markets that are not active, broker or dealer quotations or quotes from alternative pricing sources with reasonable levels of price transparency include most investment-grade and high-yield corporate bonds, less liquid mortgage products, less liquid agency securities, less liquid listed equities, state, municipal and provincial obligations and certain physical commodities. Such instruments are generally classified within Level 2 of the fair value hierarchy. Certain common equity securities are reported at fair value utilizing Level 1 inputs (exchange quoted prices). Other investment securities are reported at fair value utilizing Level 1 and Level 2 inputs. The prices for Level 2 instruments are obtained through an independent pricing service or dealer market participants with whom the Company has historically transacted both purchases and sales of investment securities. Prices obtained from these sources include prices derived from market quotations and matrix pricing. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. Management reviews the methodologies used by its third-party providers in pricing the securities.

Level 3 is for positions that are not traded in active markets or are subject to transfer restrictions. Valuations are adjusted to reflect illiquidity and/or non-transferability and such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate will be used. Management’s best estimate consists of both internal and external support on certain Level 3 investments. Subsequent to inception, management only changes Level 3 inputs and assumptions when corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying investment or comparable entities, subsequent rounds of financing, recapitalizations and other transactions across the capital structure, offerings in the equity or debt markets and changes in financial ratios or cash flows.

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The following tables set forth the Company’s financial assets and liabilities measured on a recurring basis that were accounted for at fair value. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:

(In thousands)		Level 1				Level 2				Level 3				June 30, 2025
Assets:
AFS securities:
U.S. treasury		$	100,209			$	-			$	-			$	100,209
Federal agency			-				226,622				-				226,622
State & municipal			-				88,033				-				88,033
Mortgage-backed			-				539,013				-				539,013
Collateralized mortgage obligations			-				739,728				-				739,728
Corporate			-				35,823				-				35,823
Total AFS securities		$	100,209			$	1,629,219			$	-			$	1,729,428
Equity securities			45,658				1,000				-				46,658
Derivatives			-				59,433				-				59,433
Total		$	145,867			$	1,689,652			$	-			$	1,835,519
Liabilities:
Derivatives		$	-			$	76,556			$	-			$	76,556
Total		$	-			$	76,556			$	-			$	76,556

(In thousands)		Level 1				Level 2				Level 3				December 31, 2024
Assets:
AFS securities:
U.S. treasury		$	102,790			$	-			$	-			$	102,790
Federal agency			-				218,517				-				218,517
State & municipal			-				87,490				-				87,490
Mortgage-backed			-				464,365				-				464,365
Collateralized mortgage obligations			-				656,488				-				656,488
Corporate			-				45,014				-				45,014
Total AFS securities		$	102,790			$	1,471,874			$	-			$	1,574,664
Equity securities			41,372				1,000				-				42,372
Derivatives			-				80,847				-				80,847
Total		$	144,162			$	1,553,721			$	-			$	1,697,883
Liabilities:
Derivatives		$	-			$	104,399			$	-			$	104,399
Total		$	-			$	104,399			$	-			$	104,399

GAAP requires disclosure of assets and liabilities measured and recorded at fair value on a non-recurring basis such as goodwill, loans held for sale, other real estate owned, collateral-dependent loans individually evaluated for expected credit losses and HTM securities. Loans with fair value of $14.3 million as of June 30, 2025 were individually evaluated for expected credit losses where the amortized cost was adjusted to fair value. Loans with fair value of $28.8 million as of December 31, 2024 were individually evaluated for expected credit losses where the amortized cost was adjusted to fair value. The Company uses the fair value of underlying collateral, less costs to sell, to estimate the allowance for credit losses for individually evaluated collateral dependent loans. The appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses ranging from 10% to 50%. Based on the valuation techniques used, the fair value measurements for collateral dependent individually evaluated loans are classified as Level 3.

The following table sets forth information with regard to estimated fair values of financial instruments. This table excludes financial instruments for which the carrying amount approximates fair value. Financial instruments for which the fair value approximates carrying value include cash and cash equivalents, AFS securities, equity securities, AIR, non-maturity deposits, short-term borrowings, accrued interest payable and derivatives.

						June 30, 2025								December 31, 2024
(In thousands)		Fair Value Hierarchy				Carrying Amount				Estimated Fair Value				Carrying Amount				Estimated Fair Value
Financial assets:
HTM securities			2			$	809,664			$	735,387			$	842,921			$	749,945
Net loans			3				11,488,236				11,262,976				9,863,654				9,458,786
Financial liabilities:
Time deposits			2			$	1,651,157			$	1,640,808			$	1,442,505			$	1,431,942
Long-term debt			2				44,842				44,901				29,644				29,439
Subordinated debt			1				141,943				140,771				121,401				118,693
Junior subordinated debt			2				111,621				97,070				101,196				105,763

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Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, the Company has a substantial wealth operation that contributes net fee income annually. The wealth management operation is not considered a financial instrument and its value has not been incorporated into the fair value estimates. Other significant assets and liabilities include the benefits resulting from the low-cost funding of deposit liabilities as compared to the cost of borrowing funds in the market and premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimate of fair value.

HTM Securities - The fair value of the Company’s HTM securities is primarily measured using information from a third-party pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.
 

Net Loans - Net loans include portfolio loans and loans held for sale. Loans were first segregated by type and then further segmented into fixed and variable rate and loan quality categories. Expected future cash flows were projected based on contractual cash flows, adjusted for estimated prepayments, and those expected future cash flows also includes credit risk, illiquidity risk and other market factors to calculate the exit price fair value in accordance with ASC 820.

Time Deposits - The fair value of time deposits was estimated using a discounted cash flow approach that applies prevailing market interest rates for similar maturity instruments. The fair values of the Company’s time deposit liabilities do not take into consideration the value of the Company’s long-term relationships with depositors, which may have significant value.

Long-Term Debt - The fair value of long-term debt was estimated using a discounted cash flow approach that applies prevailing market interest rates for similar maturity instruments.

Subordinated Debt - The fair value of subordinated debt has been measured using the observable market price as of the period reported.

Junior Subordinated Debt - The fair value of junior subordinated debt has been estimated using a discounted cash flow analysis.

14. Commitments and Contingencies

The Company is a party to certain financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, unused lines of credit, standby letters of credit and certain agricultural real estate loans sold to investors with recourse, with the sold portion having a government guarantee that is assignable back to the Company upon repurchase of the loan in the event of default. The Company’s exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, unused lines of credit, standby letters of credit and loans sold with recourse is represented by the contractual amount of those instruments. The credit risk associated with commitments to extend credit and standby and commercial letters of credit is essentially the same as that involved with extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management’s assessment of the customer’s creditworthiness. Commitments to extend credit and unused lines of credit totaled $3.41 billion at June 30, 2025 and $2.84 billion at December 31, 2024.

Since many loan commitments, standby letters of credit and guarantees and indemnification contracts expire without being funded in whole or in part, the contract amounts are not necessarily indicative of future cash flows. The Company does not issue any guarantees that would require liability-recognition or disclosure, other than its standby letters of credit.

The Company guarantees the obligations or performance of customers by issuing standby letters of credit to third-parties. These standby letters of credit are generally issued in support of third-party debt, such as corporate debt issuances, industrial revenue bonds and municipal securities. The risk involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers and letters of credit are subject to the same credit origination, portfolio maintenance and management procedures in effect to monitor other credit and off-balance sheet products. Typically, these instruments have one year expirations with an option to renew upon annual review; therefore, the total amounts do not necessarily represent future cash requirements. Standby letters of credit totaled $58.6 million at June 30, 2025 and $50.8 million at December 31, 2024. As of June 30, 2025 and December 31, 2024, the fair value of the Company’s standby letters of credit was not significant.

In the normal course of business there are various outstanding legal proceedings. The Company accrues for material estimated losses from loss contingencies if the information available indicates that it is probable that a liability had been incurred at the date of the financial statements and the amount of loss can be reasonably estimated.

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15. Segment Reporting

Historically, the Company has operated as a single reportable segment, providing a full range of banking services to retail and commercial customers. However, in accordance with ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, and as the Bank has grown, management reassessed its operating segment structure to enhance transparency in how financial performance is evaluated and resources are allocated by the chief operating decision maker (“CODM”). The updated guidance enhances disclosures by requiring more detailed information on segment profitability and certain key performance metrics used by management. Segments are components of an enterprise that are regularly evaluated by the CODM to allocate resources and assess performance. The Company’s CODM is its Chief ExecutiveOfficer.

As a result of this reassessment, beginning with the fiscal year ended December 31, 2024, the Company has determined that it now operates through two reportable segments:

Banking - Provides commercial banking, retail banking, and wealth management services primarily to customers in its market area, offering a broad array of banking and financial services to retail, commercial, and municipal customers. Included in Banking are the revenue and expenses from the wealth management business and the parent holding company. The parent company’s principal activities include the direct and indirect ownership of banking and non-banking subsidiaries, as well as the issuance of debt and equity. The parent company’s principal sources of revenue are the management fees and dividends it receives from its subsidiaries. Banking also includes corporate shared service costs such as the majority of equity compensation expense, as well as other general and administrative shared services costs including pension, retirement plan and supplemental retirement plan costs. Currently there is no allocation of these costs to other operating segments.

Retirement Plan Administration - Includes retirement plan and health savings account recordkeeping and administration, investment management, third-party administration, and actuarial services.

Our CODM reviews actual net income versus budgeted net income to assess segment performance and to make decisions about allocating capital and personnel to the segments. The CODM regularly receives expense information at a level consistent with that disclosed in the Company’s consolidated statements of income.

Reported segments and their financial information are not necessarily comparable to similar information reported by other financial institutions. Additionally, due to interrelationships among the various segments, the information presented is not indicative of how the segments would perform as independent entities. Changes in management structure, allocation methodologies, or procedures may result in future revisions to previously reported segment financial data.

For the three and six months ended June 30, 2024, the Company only disclosed one reportable segment, as operations were assessed on a consolidated basis. Accordingly, prior year segment data has been retrospectively adjusted to conform to the current period presentation. The Company will continue to evaluate its segment disclosures in accordance with ASU 2023-07 and make necessary adjustments as business operations evolve.

Information about reportable segments and reconciliation of the information to the consolidated financial statements follows:

		Three Months Ended June 30, 2025
(In thousands)		Banking				Retirement Plan Administration				All Other(1)				Consolidated
Net interest income		$	124,202			$	18			$	-			$	124,220
Provision for loan losses			17,835				-				-				17,835
Net interest income after provision for loan losses		$	106,367			$	18			$	-			$	106,385
Noninterest income
Service charges on deposit accounts		$	4,578			$	-			$	-			$	4,578
Card services income			6,077				-				-				6,077
Retirement plan administration fees			-				16,081				(371	)			15,710
Wealth management			10,153				517				8				10,678
Insurance services			1				-				4,096				4,097
Bank owned life insurance income			2,180				-				-				2,180
Net securities gains (losses)			112				-				-				112
Other			5,018				145				(1,663	)			3,500
Total noninterest income		$	28,119			$	16,743			$	2,070			$	46,932
Noninterest expense
Salaries and employee benefits		$	52,659			$	8,700			$	2,796			$	64,155
Technology and data services			10,341				303				160				10,804
Occupancy			8,687				284				67				9,038
Professional fees and outside services			4,851				521				(351	)			5,021
Office supplies and postage			1,783				73				15				1,871
FDIC assessment			1,820				-				-				1,820
Advertising			952				21				1				974
Amortization of intangible assets			2,500				485				57				3,042
Loan collection and other real estate owned, net			489				-				-				489
Acquisition expenses			17,180				-				-				17,180
Other			9,684				274				(1,742	)			8,216
Total noninterest expense		$	110,946			$	10,661			$	1,003			$	122,610
Income before income tax expense		$	23,540			$	6,100			$	1,067			$	30,707
Income tax expense			6,917				1,280				-				8,197
Net income		$	16,623			$	4,820			$	1,067			$	22,510
Goodwill		$	415,659			$	23,877			$	14,536			$	454,072
Intangible assets, net			56,785				6,504				1,158				64,447
Total assets			18,013,397				48,642				(2,047,258	)			16,014,781

(1) Included in All Other is the revenue and expenses from certain other non-bank subsidiaries of the parent, including the insurance subsidiary, along with eliminating amounts that do not meet the definition of an operating segment.

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		Three Months Ended June 30, 2024
(In thousands)		Banking				Retirement Plan Administration				All Other(1)				Consolidated
Net interest income		$	97,156			$	18			$	-			$	97,174
Provision for loan losses			8,899				-				-				8,899
Net interest income after provision for loan losses		$	88,257			$	18			$	-			$	88,275
Noninterest income
Service charges on deposit accounts		$	4,219			$	-			$	-			$	4,219
Card services income			5,587				-				-				5,587
Retirement plan administration fees			-				15,151				(353	)			14,798
Wealth management			9,660				500				13				10,173
Insurance services			-				-				3,848				3,848
Bank owned life insurance income			1,834				-				-				1,834
Net securities gains (losses)			(92	)			-				-				(92	)
Other			4,652				132				(1,919	)			2,865
Total noninterest income		$	25,860			$	15,783			$	1,589			$	43,232
Noninterest expense
Salaries and employee benefits		$	44,349			$	8,367			$	2,677			$	55,393
Technology and data services			8,813				258				178				9,249
Occupancy			7,331				281				59				7,671
Professional fees and outside services			4,515				376				(326	)			4,565
Office supplies and postage			1,710				81				13				1,804
FDIC assessment			1,667				-				-				1,667
Advertising			859				12				2				873
Amortization of intangible assets			1,666				451				16				2,133
Loan collection and other real estate owned, net			715				-				-				715
Acquisition expenses			-				-				-				-
Other			7,101				299				(1,882	)			5,518
Total noninterest expense		$	78,726			$	10,125			$	737			$	89,588
Income before income tax expense		$	35,391			$	5,676			$	852			$	41,919
Income tax expense			7,947				1,215				41				9,203
Net income		$	27,444			$	4,461			$	811			$	32,716
Goodwill		$	324,250			$	23,224			$	14,377			$	361,851
Intangible assets, net			30,624				5,888				323				36,835
Total assets			15,132,919				42,909				(1,673,919	)			13,501,909

(1) Included in All Other is the revenue and expenses from certain other non-bank subsidiaries of the parent, including the insurance subsidiary, along with eliminating amounts that do not  meet the definition of an operating segment.

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		Six Months Ended June 30, 2025
(In thousands)		Banking				Retirement Plan Administration				All Other(1)				Consolidated
Net interest income		$	231,407			$	36			$	-			$	231,443
Provision for loan losses			25,389				-				-				25,389
Net interest income after provision for loan losses		$	206,018			$	36			$	-			$	206,054
Noninterest income
Service charges on deposit accounts		$	8,821			$	-			$	-			$	8,821
Card services income			11,394				-				-				11,394
Retirement plan administration fees			-				32,337				(769	)			31,568
Wealth management			20,490				1,115				19				21,624
Insurance services			1				-				8,857				8,858
Bank owned life insurance income			5,577				-				-				5,577
Net securities gains (losses)			8				-				-				8
Other			10,631				300				(4,397	)			6,534
Total noninterest income		$	56,922			$	33,752			$	3,710			$	94,384
Noninterest expense
Salaries and employee benefits		$	102,207			$	17,154			$	5,488			$	124,849
Technology and data services			20,142				573				327				21,042
Occupancy			17,379				552				134				18,065
Professional fees and outside services			9,666				1,025				(718	)			9,973
Office supplies and postage			3,664				120				29				3,813
FDIC assessment			3,514				-				-				3,514
Advertising			2,070				40				2				2,112
Amortization of intangible assets			4,008				1,029				116				5,153
Loan collection and other real estate owned, net			1,148				-				-				1,148
Acquisition expenses			18,401				-				-				18,401
Other			18,224				508				(4,292	)			14,440
Total noninterest expense		$	200,423			$	21,001			$	1,086			$	222,510
Income before income tax expense		$	62,517			$	12,787			$	2,624			$	77,928
Income tax expense			15,968				2,705				-				18,673
Net income		$	46,549			$	10,082			$	2,624			$	59,255
Goodwill		$	415,659			$	23,877			$	14,536			$	454,072
Intangible assets, net			56,785				6,504				1,158				64,447
Total assets			18,013,397				48,642				(2,047,258	)			16,014,781

(1) Included in All Other is the revenue and expenses from certain other non-bank subsidiaries of the parent, including the insurance subsidiary, along with eliminating amounts that do not  meet the definition of an operating segment. 

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		Six Months Ended June 30, 2024
(In thousands)		Banking				Retirement Plan Administration				All Other(1)				Consolidated
Net interest income		$	192,313			$	35			$	-			$	192,348
Provision for loan losses			14,478				-				-				14,478
Net interest income after provision for loan losses		$	177,835			$	35			$	-			$	177,870
Noninterest income
Service charges on deposit accounts		$	8,336			$	-			$	-			$	8,336
Card services income			10,782				-				-				10,782
Retirement plan administration fees			-				29,807				(722	)			29,085
Wealth management			18,847				997				26				19,870
Insurance services			1				-				8,235				8,236
Bank owned life insurance income			4,186				-				-				4,186
Net securities gains (losses)			2,091				-				-				2,091
Other			10,458				265				(4,685	)			6,038
Total noninterest income		$	54,701			$	31,069			$	2,854			$	88,624
Noninterest expense
Salaries and employee benefits		$	89,474			$	16,260			$	5,363			$	111,097
Technology and data services			18,093				560				346				18,999
Occupancy			15,089				564				116				15,769
Professional fees and outside services			9,239				845				(666	)			9,418
Office supplies and postage			3,468				173				28				3,669
FDIC assessment			3,402				-				-				3,402
Advertising			1,655				27				3				1,685
Amortization of intangible assets			3,348				919				34				4,301
Loan collection and other real estate owned, net			1,268				-				-				1,268
Acquisition expenses			-				-				-				-
Other			15,627				577				(4,451	)			11,753
Total noninterest expense		$	160,663			$	19,925			$	773			$	181,361
Income before income tax expense		$	71,873			$	11,179			$	2,081			$	85,133
Income tax expense			16,001				2,426				167				18,594
Net income		$	55,872			$	8,753			$	1,914			$	66,539
Goodwill		$	324,250			$	23,224			$	14,377			$	361,851
Intangible assets, net			30,624				5,888				323				36,835
Total assets			15,132,919				42,909				(1,673,919	)			13,501,909

(1) Included in All Other is the revenue and expenses from certain other non-bank subsidiaries of the parent, including the insurance subsidiary, along with eliminating amounts that do not  meet the definition of an operating segment.

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NBT BANCORP INC. AND SUBSIDIARIES

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this discussion and analysis is to provide a concise description of the consolidated financial condition and results of operations of NBT Bancorp Inc. (“NBT”) and its wholly-owned subsidiaries, including NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc. (“NBT Financial”) and NBT Holdings, Inc. (“NBT Holdings”) (collectively referred to herein as the “Company”). When references to “NBT,” “we,” “our,” “us,” and “the Company” are made in this report, we mean NBT Bancorp Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, NBT Bancorp Inc. When we refer to the “Bank” in this report, we mean our only bank subsidiary, NBT Bank, National Association, and its subsidiaries. This discussion will focus on results of operations, financial condition, capital resources and asset/liability management. Reference should be made to the Company’s consolidated financial statements and footnotes thereto included in this Form 10‑Q as well as to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2024 for an understanding of the following discussion and analysis.Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results of the full year ending December 31, 2025 or any future period.

Forward-Looking Statements

Certain statements in this filing and future filings by the Company with the SEC, in the Company’s press releases or other public or stockholder communications or in oral statements made with the approval of an authorized executive officer, contain forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of phrases such as “anticipate,” “believe,” “expect,” “forecasts,” “projects,” “will,” “can,” “would,” “should,” “could,” “may,” or other similar terms. There are a number of factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from those contemplated by the forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) local, regional, national and international economic conditions, including actual or potential stress in the banking industry, and the impact they may have on the Company and its customers, and the Company’s assessment of that impact; (2) changes in the level of nonperforming assets and charge-offs; (3) changes in estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements; (4) the effects of and changes in trade and monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board (“FRB”) and international trade disputes (including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation); (5) inflation, interest rate, securities market and monetary fluctuations; (6) political instability; (7) acts of war, including international military conflicts, or terrorism; (8) the timely development and acceptance of new products and services and the perceived overall value of these products and services by users; (9) changes in consumer spending, borrowing and saving habits; (10) changes in the financial performance and/or condition of the Company’s borrowers; (11) technological changes; (12) acquisition and integration of acquired businesses; (13) the possibility that NBT may be unable to achieve expected synergies and operating efficiencies in the Evans merger within the expected timeframes or at all or to successfully integrate Evans operations and those of NBT; (14) the ability to increase market share and control expenses; (15) changes in the competitive environment among financial holding companies; (16) the effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Company and its subsidiaries must comply, including those under the Dodd-Frank Act, and the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018; (17) the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters; (18) changes in the Company’s organization, compensation and benefit plans; (19) the costs and effects of legal and regulatory developments, including the resolution of legal proceedings or regulatory or other governmental inquiries, and the results of regulatory examinations or reviews; (20) greater than expected costs or difficulties related to the integration of new products and lines of business; and (21) the Company’s success at managing the risks involved in the foregoing items.

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The Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and advises readers that various factors, including, but not limited to, those described above and other factors discussed in the Company’s annual and quarterly reports previously filed with the SEC, could affect the Company’s financial performance and could cause the Company’s actual results or circumstances for future periods to differ materially from those anticipated or projected.

Unless required by law, the Company does not undertake, and specifically disclaims any obligations to, publicly release any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

Non-GAAP Measures

This Quarterly Report on Form 10-Q contains financial information determined by methods other than in accordance with GAAP.Where non-GAAP disclosures are used in this Form 10-Q, the comparable GAAP measure, as well as a reconciliation to the comparable GAAP measure, is provided in the accompanying tables. Management believes that these non-GAAP measures provide useful information that is important to an understanding of the results of the Company’s core business as well as provide information standard in the financial institution industry. Non-GAAP measures should not be considered a substitute for financial measures determined in accordance with GAAP and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Amounts previously reported in the consolidated financial statements are reclassified whenever necessary to conform to current period presentation.

Critical Accounting Estimates

SEC guidance requires disclosure of “critical accounting estimates.” The SEC defines “critical accounting estimates” as those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. The Company follows financial accounting and reporting policies that are in accordance with GAAP. Management has reviewed the application of these estimates with the Audit Committee of NBT's Board of Directors. The more significant of these policies are summarized in Note 1 to the consolidated financial statements presented in our 2024 Annual Report on Form 10-K. The allowance for credit losses and unfunded commitments policies are deemed to meet the SEC’s definition of a critical accounting estimate.

Allowance for Credit Losses and Unfunded Commitments

The allowance for credit losses consists of the allowance for credit losses and the allowance for losses on unfunded commitments. The measurement of CECL on financial instruments requires an estimate of the credit losses expected over the life of an exposure (or pool of exposures). The estimate of expected credit losses under the CECL methodology is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is generally the starting point for estimating expected credit losses. The Company then considers whether the historical loss experience should be adjusted for asset-specific risk characteristics or current conditions at the reporting date that did not exist over the period from which historical experience was used. Finally, the Company considers forecasts about future economic conditions that are reasonable and supportable. The allowance for credit losses for loans, as reported in our consolidated statements of financial condition, is adjusted by an expense for credit losses, which is recognized in earnings, and reduced by the charge-off of loan amounts, net of recoveries. The allowance for losses on unfunded commitments represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit and standby letters of credit. However, a liability is not recognized for commitments unconditionally cancellable by the Company. The allowance for losses on unfunded commitments is determined by estimating future draws and applying the expected loss rates on those draws.

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Management of the Company considers the accounting policy relating to the allowance for credit losses to be a critical accounting estimate given the uncertainty in evaluating the level of the allowance required to cover management’s estimate of all expected credit losses over the expected contractual life of our loan portfolio. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods. While management’s current evaluation of the allowance for credit losses indicates that the allowance is appropriate, the allowance may need to be increased under adversely different conditions or assumptions. The impact of utilizing the CECL methodology to calculate the reserve for credit losses will be significantly influenced by the composition, characteristics and quality of our loan portfolio, as well as the prevailing economic conditions and forecasts utilized. Material changes to these and other relevant factors may result in greater volatility to the reserve for credit losses, and therefore, greater volatility to our reported earnings.

One of the most significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate expected credit losses over the forecast period. As of June 30, 2025, the quantitative model incorporated a baseline economic outlook along with an alternative upside and two equally weighted downside scenarios, recessionary conditions and stagflation, sourced from a reputable third-party to accommodate other potential economic conditions in the model. At June 30, 2025, the weightings were 70%, 5% and 25% for the baseline, upside and downside economic forecasts, respectively. The baseline outlook reflected an economic environment where the Northeast unemployment rate increases from 4.3% to 4.8% during the forecast period. National GDP’s annualized growth (on a quarterly basis) is expected to start the third quarter of 2025 at approximately 0.6% and increase to 1.6% by the end of the forecast period. Key assumptions in the baseline economic outlook included the Federal Reserve cutting rates with two 25 basis point cuts at the September and December meetings and the economy remaining at full employment. The alternative upside scenario assumes improved economic conditions from the baseline outlook. Under this scenario, Northeast unemployment falls from 4.3% in the second quarter of 2025 to 3.7% in the fourth quarter of 2025 and eventually settles at 4.1% by the end of the forecast period. The alternative downside scenario with recessionary conditions assumes deteriorated economic conditions from the baseline outlook. Under this scenario, Northeast unemployment rises from 4.3% in the second quarter of 2025 to a peak of 7.7% in the third quarter of 2026. The alternative downside stagflation scenario assumes deteriorated economic conditions from the baseline outlook. Under this scenario, Northeast unemployment rises from 4.3% in the second quarter of 2025 to 5.8% by the end of the forecast period in the fourth quarter of 2026, with a peak Northeast unemployment rate of 8.1% in the third quarter of 2027. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of June 30, 2025. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools, reversion adjustments for the stagflation scenario and recent trends in asset value indices. Additional monitoring for industry concentrations, loan growth and policy exceptions was also conducted.

To demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of June 30, 2025, the Company changed the scenario weightings, with a 10% increase to the downside scenarios, equally weighted, and a 10% decrease to the baseline scenario causing a 4% increase in the overall estimated allowance for credit losses. If instead the upside scenario was increased 10% and the baseline scenario was decreased 10%, the overall estimated allowance for credit losses decreased 1%. To further demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of June 30, 2025, the Company increased the downside scenarios, equally weighted, to 100% which resulted in a 29% increase in the overall estimated allowance for credit losses.

The Company’s policies on the CECL methodology for allowance for credit losses are disclosed in Note 1 to the consolidated financial statements presented in our 2024 Annual Report on Form 10-K. All accounting policies are important and as such, the Company encourages the reader to review each of the policies included in Note 1 to the consolidated financial statements presented in our 2024 Annual Report on Form 10-K to obtain a better understanding of how the Company’s financial performance is reported. The Company’s critical accounting policies are described in detail in Part II Item 7. in the 2024 Annual Report on Form 10-K and there have been no material changes in such policies since the date of that report. Refer to Note 3 to the unaudited interim consolidated financial statements in this Quarterly Report on Form 10-Q for recently adopted accounting standards.

Evans Bancorp, Inc. Merger

On May 2, 2025, the Company completed its acquisition of Evans, through the merger of Evans with and into the Company, with the Company merger. Total consideration for the acquisition was $221.8 million in stock. Evans, with assets of $2.19 billion at December 31, 2024, was headquartered in Williamsville, New York. Its primary subsidiary, Evans Bank, was a federally-chartered national banking association operating 18 banking locations in Western New York. The acquisition enhances the Company’s presence in Western New York, including the Buffalo and Rochester communities. In connection with the acquisition, the Company issued 5.1 million shares of common stock and acquired approximately $130.4 million of identifiable net assets, including $1.67 billion of loans, $255.5 million in AFS investment securities, which were subsequently sold during the quarter, $33.2 million of core deposit intangibles as well as $1.86 billion in deposits. As of the acquisition date, the fair value discount was $95.2 million for loans, net of the reclassification of the PCD allowance and $0.6 million net discount related to long-term debt.

The Company incurred acquisition expenses related to the merger of $17.2 million and $18.4 million for the three and six months ended June 30, 2025, respectively.

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Executive Summary

Significant factors management reviews to evaluate the Company’s operating results and financial condition include, but are not limited to, net income and EPS, return on average assets and equity, NIM, noninterest income, operating expenses, asset quality indicators, loan and deposit growth, capital management, liquidity and interest rate sensitivity, enhancements to customer products and services, technology advancements, market share and peer comparisons.

Net income for the three months ended June 30, 2025 was $22.5 million, down $14.2 million from the first quarter of 2025 and down $10.2 million from the second quarter of 2024. Diluted earnings per share were $0.44 for the three months ended June 30, 2025, down $0.33 from the first quarter of 2025 and down $0.25 from the second quarter of 2024. Net income for the six months ended June 30, 2025 was $59.3 million, or $1.21 per diluted common share, down $7.3 million from $66.5 million, or $1.40 per diluted common share for the six months ended June 30, 2024.

Operating net income⁽¹⁾, a non-GAAP measure, was $44.9 million, or $0.88 per diluted common share, for the three months ended June 30, 2025, compared to $0.80 per diluted common share for the first quarter of 2025 and $0.69 per diluted common share for the second quarter of 2024. Operating net income⁽¹⁾, for the six months ended June 30, 2025 was $83.4 million, or $1.70 per diluted common share, up $18.5 million from $64.9 million, or $1.37 per diluted common share for the six months ended June 30, 2024.

The following information should be considered in connection with the Company’s results for the three and six months ended June 30, 2025:

● The acquisition of Evans by the merger of Evans with and into the Company was completed on May 2, 2025.

● Net interest income for the three months ended June 30, 2025 was $124.2 million, up $17.0 million, or 15.9%, from the first quarter of 2025 and up $27.0 million, or 27.8%, from the second quarter of 2024. Net interest income for the six months ended June 30, 2025 was $231.4 million, up $39.1 million, or 20.3%, from the same period in 2024.

● The Company recorded a provision for loan losses of $17.8 million for the three months ended June 30, 2025, compared to $7.6 million in the first quarter of 2025 and $8.9 million in the second quarter of 2024. Provision for loan losses was $25.4 million for the six months ended June 30, 2025 up $10.9 million from the same period in 2024. Included in the provision expense for the three and six months ended June 30, 2025 was $13.0 million of acquisition-related provision for loan losses.

● Excluding securities gains (losses), noninterest income represented 27% of total revenues and was $46.8 million for the three months ended June 30, 2025, down $0.7 million, or 1.5%, from the first quarter of 2025 and up $3.5 million, or 8.1%, from the second quarter of 2024. Excluding securities gains (losses), noninterest income was $94.4 million for the six months ended June 30, 2025 up $7.8 million for the same period in 2024.

● Noninterest expense, excluding acquisition expenses, was up $6.8 million, or 6.8%, from the first quarter of 2025 and was up $15.8 million, or 17.7%, from the second quarter of 2024. Noninterest expense, excluding acquisition expenses, was $204.1 million for the six months ended June 30, 2025, up $22.7 million for the same period in 2024.

● Period end total loans were $11.62 billion, up $1.65 billion from December 31, 2024, including $1.67 billion of loans acquired from Evans.

● Credit quality metrics including net charge-offs to average loans were 0.17%, annualized, and allowance for loan losses to total loans was 1.21%.

● Period end total deposits were $13.52 billion, up $1.97 billion from December 31, 2024, including $1.86 billion in deposits acquired from Evans. The loan to deposit ratio was 86.0% as of June 30, 2025 and 86.3% as of December 31, 2024.

(1) Non-GAAP measure - Refer to non-GAAP reconciliation below.

Results of Operations

The following table sets forth certain financial highlights:

		Three Months Ended												Six Months Ended
		June 30, 2025				March 31, 2025				June 30, 2024				June 30, 2025				June 30, 2024
Performance:
Diluted earnings per share		$	0.44			$	0.77			$	0.69			$	1.21			$	1.40
Return on average assets(2)			0.59	%			1.08	%			0.98	%			0.82	%			1.00	%
Return on average equity(2)			5.27	%			9.68	%			9.12	%			7.35	%			9.32	%
Return on average tangible common equity(2)			8.01	%			13.63	%			13.23	%			10.69	%			13.55	%
Net interest margin, (FTE)(1)(2)			3.59	%			3.44	%			3.18	%			3.52	%			3.16	%
Capital:
Equity to assets			11.27	%			11.29	%			10.83	%			11.27	%			10.83	%
Tangible equity ratio(1)			8.30	%			8.68	%			8.11	%			8.30	%			8.11	%
Book value per share		$	34.46			$	33.13			$	31.00			$	34.46			$	31.00
Tangible book value per share(1)		$	24.57			$	24.74			$	22.54			$	24.57			$	22.54
Leverage ratio			9.55	%			10.39	%			10.16	%			9.55	%			10.16	%
Common equity tier 1 capital ratio			11.37	%			12.12	%			11.70	%			11.37	%			11.70	%
Tier 1 capital ratio			11.37	%			13.02	%			12.61	%			11.37	%			12.61	%
Total risk-based capital ratio			14.48	%			15.24	%			14.88	%			14.48	%			14.88	%

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The following table provides non-GAAP reconciliations:

		Three Months Ended												Six Months Ended
(In thousands, except per share data)		June 30, 2025				March 31, 2025				June 30, 2024				June 30, 2025				June 30, 2024
Return on average tangible common equity:
Net income		$	22,510			$	36,745			$	32,716			$	59,255			$	66,539
Amortization of intangible assets (net of tax)			2,282				1,583				1,600				3,865				3,226
Net income, excluding intangible amortization		$	24,792			$	38,328			$	34,316			$	63,120			$	69,765
Average stockholders’ equity		$	1,712,508			$	1,538,798			$	1,443,351			$	1,626,132			$	1,436,477
Less: average goodwill and other intangibles			471,159				398,233				399,968				434,897				400,862
Average tangible common equity		$	1,241,349			$	1,140,565			$	1,043,383			$	1,191,235			$	1,035,615
Return on average tangible common equity(2)			8.01	%			13.36	%			13.23	%			10.69	%			13.55	%
Tangible equity ratio:
Stockholders’ equity		$	1,805,166			$	1,565,775			$	1,461,955			$	1,805,166			$	1,461,955
Intangibles			518,519				396,912				398,686				518,519				398,686
Assets		$	16,014,781			$	13,864,251			$	13,501,909			$	16,014,781			$	13,501,909
Tangible equity ratio			8.30	%			8.68	%			8.11	%			8.30	%			8.11	%
Tangible book value per share:
Stockholders’ equity		$	1,805,166			$	1,565,775			$	1,461,955			$	1,805,166			$	1,461,955
Intangibles			518,519				396,912				398,686				518,519				398,686
Tangible equity		$	1,286,647			$	1,168,863			$	1,063,269			$	1,286,647			$	1,063,269
Diluted common shares outstanding			52,377				47,255				47,165				52,377				47,165
Tangible book value per share		$	24.57			$	24.74			$	22.54			$	24.57			$	22.54
Operating net income:
Net income		$	22,510			$	36,745			$	32,716			$	59,255			$	66,539
Acquisition expenses			17,180				1,221				-				18,401				-
Acquisition-related provision for credit losses			13,022				-				-				13,022				-
Acquisition-related reserve for unfunded loan commitments			532				-				-				532				-
Securities (gains) losses			(112	)			104				92				(8	)			(2,091	)
Adjustments to net income		$	30,622			$	1,325			$	92			$	31,947			$	(2,091	)
Adjustments to net income (net of tax)		$	22,413			$	1,020			$	72			$	24,120			$	(1,631	)
Operating net income		$	44,923			$	37,765			$	32,788			$	83,375			$	64,908
Operating diluted earnings per share		$	0.88			$	0.80			$	0.69			$	1.70			$	1.37
FTE adjustment:
Net interest income		$	124,220			$	107,223			$	97,174			$	231,443			$	192,348
FTE adjustment			655				636				658				1,291				1,316
Net interest income (FTE)		$	124,875			$	107,859			$	97,832			$	232,734			$	193,664
Average earnings assets		$	13,958,413			$	12,701,136			$	12,367,957			$	13,333,248			$	12,320,807
Net interest margin (FTE)(2)			3.59	%			3.44	%			3.18	%			3.52	%			3.16	%

(2) Annualized.

Net Interest Income

Net interest income is the difference between the interest and dividend income earned on interest-earning assets, primarily loans and securities and the interest expense paid on interest-bearing liabilities, primarily deposits and borrowings. Net interest income is affected by the interest rate spread, the difference between the yield on interest-earning assets and cost of interest-bearing liabilities, as well as the volumes of such assets and liabilities. Net interest income is one of the key determining factors in a financial institution’s performance as it is the principal source of earnings.

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Net interest income was $124.2 million for the second quarter of 2025, up $17.0 million, or 15.9%, from the previous quarter. The FTE NIM was 3.59% for the three months ended June 30, 2025, an increase of 15 bps from the previous quarter. Interest income increased $23.2 million, or 15.0%, as the yield on average interest-earning assets increased 17 bps from the prior quarter to 5.12%, while average interest-earning assets of $13.96 billion increased $1.26 billion from the prior quarter, primarily due to the addition of $1.95 billion in interest-earning assets in May 2025 from the Evans acquisition and organic earning asset growth. Interest expense increased $6.2 million, or 13.1%, primarily due to the addition of $1.62 billion in interest-bearing liabilities in May 2025 from the Evans acquisition. Included in net interest income was $5.0 million of acquisition-related net accretion for the three months ended June 30, 2025 compared to $2.2 million of acquisition-related net accretion in the previous quarter.

Net interest income was $124.2 million for the second quarter of 2025, up $27.0 million, or 27.8%, from the second quarter of 2024. The FTE NIM was 3.59% for the three months ended June 30, 2025, an increase of 41 bps from the second quarter of 2024. Interest income increased $26.8 million, or 17.8%, as the yield on average interest-earning assets increased 20 bps from the same period in 2024 to 5.12%, while average interest-earning assets increased $1.59 billion, or 12.9%, from the second quarter of 2024 primarily due to the addition of $1.95 billion in interest-earning assets in May 2025 from the Evans acquisition and organic earning asset growth. Interest expense decreased $0.2 million, or 0.4%, as the cost of interest-bearing liabilities decreased 34 bps to 2.24% for the quarter ended June 30, 2025, primarily due to a 29 bps decrease in interest-bearing deposit costs and lower average balances of short-term borrowings. The decrease in interest expense was partially offset by the addition of $1.62 billion in interest-bearing liabilities, primarily due to the Evans acquisition and organic growth. Included in net interest income was $5.0 million of acquisition-related net accretion for the three months ended June 30, 2025 compared to $2.6 million of acquisition-related net accretion for the three months ended June 30, 2024.

Net interest income for the six months ended June 30, 2025 was $231.4 million, up $39.1 million, or 20.3%, from the same period in 2024. The FTE NIM was 3.52% for the six months ended June 30, 2025, an increase of 36 bps from the same period in 2024. Interest income increased $34.3 million, or 11.5%, as the yield on average interest-earning assets increased 16 bps from the same period in 2024 to 5.04%. Average interest-earning assets of $13.33 billion increased $1.01 billion primarily due to the addition of $1.95 billion in interest-earning assets in May 2025 from the Evans acquisition and organic earning asset growth. Interest expense decreased $4.8 million, or 4.6%, for the six months ended June 30, 2025 as compared to the same period in 2024 driven by interest-bearing deposit costs decreasing 25 bps and lower average balances of short-term borrowings. The decrease in interest expense was partially offset by the addition of $1.62 billion in interest-bearing liabilities in May 2025 from the Evans acquisition and organic growth. Included in net interest income was $7.2 million of acquisition-related net accretion for the six months ended June 30, 2025 compared to $5.1 million of acquisition-related net accretion for the six months ended June 30, 2024.

Average Balances and Net Interest Income

The following tables include the condensed consolidated average balance sheet, an analysis of interest income/expense and average yield/rate for each major category of earning assets and interest-bearing liabilities on a taxable equivalent basis.

Three Months Ended		June 30, 2025												June 30, 2024
(Dollars in thousands)		Average Balance				Interest				Yield/ Rates				Average Balance				Interest				Yield/ Rates
Assets:
Short-term interest-bearing accounts		$	146,640			$	1,686				4.61	%		$	48,861			$	666				5.48	%
Securities taxable(1)			2,486,349				14,890				2.40	%			2,280,767				11,171				1.97	%
Securities tax-exempt(1) (3)			221,328				2,012				3.65	%			226,032				2,001				3.56	%
FRB and FHLB stock			39,176				500				5.12	%			40,283				742				7.41	%
Loans(2) (3)			11,064,920				159,144				5.77	%			9,772,014				136,844				5.63	%
Total interest-earning assets		$	13,958,413			$	178,232				5.12	%		$	12,367,957			$	151,424				4.92	%
Other assets			1,242,690												1,064,487
Total assets		$	15,201,103											$	13,432,444
Liabilities and stockholders’ equity:
Money market deposits		$	3,808,024			$	28,521				3.00	%		$	3,254,252			$	29,544				3.65	%
Interest-bearing checking deposits			1,902,392				4,642				0.98	%			1,603,695				3,126				0.78	%
Savings deposits			1,852,027				1,618				0.35	%			1,586,753				181				0.05	%
Time deposits			1,600,908				13,438				3.37	%			1,391,062				13,837				4.00	%
Total interest-bearing deposits		$	9,163,351			$	48,219				2.11	%		$	7,835,762			$	46,688				2.40	%
Federal funds purchased			14,231				160				4.51	%			29,945				414				5.56	%
Repurchase agreements			89,957				565				2.52	%			86,405				332				1.55	%
Short-term borrowings			27,845				321				4.62	%			155,159				2,153				5.58	%
Long-term debt			30,705				296				3.87	%			29,734				291				3.94	%
Subordinated debt, net			134,684				2,001				5.96	%			120,239				1,806				6.04	%
Junior subordinated debt			107,948				1,795				6.67	%			101,196				1,908				7.58	%
Total interest-bearing liabilities		$	9,568,721			$	53,357				2.24	%		$	8,358,440			$	53,592				2.58	%
Demand deposits			3,634,517												3,323,906
Other liabilities			285,357												306,747
Stockholders’ equity			1,712,508												1,443,351
Total liabilities and stockholders’ equity		$	15,201,103											$	13,432,444
Net interest income (FTE)						$	124,875											$	97,832
Interest rate spread											2.88	%											2.34	%
Net interest margin (FTE)											3.59	%											3.18	%
Taxable equivalent adjustment						$	655											$	658
Net interest income						$	124,220											$	97,174

(1) Securities are shown at average amortized cost.

(2) For purposes of these computations, nonaccrual loans and loans held for sale are included in the average loan balances outstanding.

(3) Interest income for tax-exempt securities and loans have been adjusted to an FTE basis using the statutory Federal income tax rate of 21%.

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Six Months Ended		June 30, 2025												June 30, 2024
(Dollars in thousands)		Average Balance				Interest				Yield/ Rates				Average Balance				Interest				Yield/ Rates
Assets:
Short-term interest-bearing accounts		$	105,150			$	2,389				4.58	%		$	48,416			$	1,201				4.99	%
Securities taxable(1)			2,444,791				28,520				2.35	%			2,279,399				21,977				1.94	%
Securities tax-exempt(1) (3)			220,772				3,968				3.62	%			228,250				4,053				3.57	%
FRB and FHLB stock			36,338				973				5.40	%			41,289				1,571				7.65	%
Loans(2) (3)			10,526,197				297,422				5.70	%			9,723,453				270,217				5.59	%
Total interest-earning assets		$	13,333,248			$	333,272				5.04	%		$	12,320,807			$	299,019				4.88	%
Other assets			1,165,806												1,059,937
Total assets		$	14,499,054											$	13,380,744
Liabilities and stockholders’ equity:
Money market deposits		$	3,653,148			$	54,719				3.02	%		$	3,191,706			$	57,278				3.61	%
Interest-bearing checking deposits			1,792,937				8,135				0.91	%			1,601,992				6,120				0.77	%
Savings deposits			1,712,624				1,806				0.21	%			1,597,206				352				0.04	%
Time deposits			1,526,292				26,147				3.45	%			1,371,810				27,277				4.00	%
Total interest-bearing deposits		$	8,685,001			$	90,807				2.11	%		$	7,762,714			$	91,027				2.36	%
Federal funds purchased			8,287				185				4.50	%			24,857				686				5.55	%
Repurchase agreements			98,678				1,327				2.71	%			84,412				649				1.55	%
Short-term borrowings			17,498				400				4.61	%			184,275				4,985				5.44	%
Long-term debt			29,198				562				3.88	%			29,753				581				3.93	%
Subordinated debt, net			128,044				3,823				6.02	%			120,056				3,606				6.04	%
Junior subordinated debt			104,590				3,434				6.62	%			101,196				3,821				7.59	%
Total interest-bearing liabilities		$	9,071,296			$	100,538				2.23	%		$	8,307,263			$	105,355				2.55	%
Demand deposits			3,510,487												3,340,257
Other liabilities			291,139												296,747
Stockholders’ equity			1,626,132												1,436,477
Total liabilities and stockholders’ equity		$	14,499,054											$	13,380,744
Net interest income (FTE)						$	232,734											$	193,664
Interest rate spread											2.81	%											2.33	%
Net interest margin (FTE)											3.52	%											3.16	%
Taxable equivalent adjustment						$	1,291											$	1,316
Net interest income						$	231,443											$	192,348

(1) Securities are shown at average amortized cost.

(2) For purposes of these computations, nonaccrual loans and loans held for sale are included in the average loan balances outstanding.

(3) Interest income for tax-exempt securities and loans have been adjusted to an FTE basis using the statutory Federal income tax rate of 21%.

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The following table presents changes in interest income and interest expense attributable to changes in volume (change in average balance multiplied by prior year rate), changes in rate (change in rate multiplied by prior year volume) and the net change in net interest income. The net change attributable to the combined impact of volume and rate has been allocated to each in proportion to the absolute dollar amounts of change.

Three Months Ended June 30,		Increase (Decrease) 2025 over 2024
(In thousands)		Volume				Rate				Total
Short-term interest-bearing accounts		$	1,142			$	(122	)		$	1,020
Securities taxable			1,083				2,636				3,719
Securities tax-exempt			(40	)			51				11
FRB and FHLB stock			(20	)			(222	)			(242	)
Loans			18,844				3,456				22,300
Total FTE interest income		$	21,009			$	5,799			$	26,808
Money market deposit accounts		$	4,643			$	(5,666	)		$	(1,023	)
Interest-bearing checking deposit accounts			650				866				1,516
Savings deposits			35				1,402				1,437
Time deposits			1,950				(2,349	)			(399	)
Federal funds purchased			(187	)			(67	)			(254	)
Repurchase agreements			14				219				233
Short-term borrowings			(1,515	)			(317	)			(1,832	)
Long-term debt			10				(5	)			5
Subordinated debt, net			219				(24	)			195
Junior subordinated debt			124				(237	)			(113	)
Total FTE interest expense		$	5,943			$	(6,178	)		$	(235	)
Change in FTE net interest income		$	15,066			$	11,977			$	27,043

Six Months Ended June 30,		Increase (Decrease) 2025 over 2024
(In thousands)		Volume				Rate				Total
Short-term interest-bearing accounts		$	1,293			$	(105	)		$	1,188
Securities taxable			1,661				4,882				6,543
Securities tax-exempt			(141	)			56				(85	)
FRB and FHLB stock			(173	)			(425	)			(598	)
Loans			21,993				5,212				27,205
Total FTE interest income		$	24,633			$	9,620			$	34,253
Money market deposit accounts		$	7,551			$	(10,110	)		$	(2,559	)
Interest-bearing checking deposit accounts			774				1,241				2,015
Savings deposits			27				1,427				1,454
Time deposits			2,840				(3,970	)			(1,130	)
Federal funds purchased			(390	)			(111	)			(501	)
Repurchase agreements			124				554				678
Short-term borrowings			(3,923	)			(662	)			(4,585	)
Long-term debt			(12	)			(7	)			(19	)
Subordinated debt, net			229				(12	)			217
Junior subordinated debt			122				(509	)			(387	)
Total FTE interest expense		$	7,342			$	(12,159	)		$	(4,817	)
Change in net FTE interest income		$	17,291			$	21,779			$	39,070

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Noninterest Income

Noninterest income is a significant source of revenue for the Company and an important factor in the Company’s results of operations. The following table sets forth information by category of noninterest income for the periods indicated:

		Three Months Ended												Six Months Ended
(In thousands)		June 30, 2025				March 31, 2025				June 30, 2024				June 30, 2025				June 30, 2024
Service charges on deposit accounts		$	4,578			$	4,243			$	4,219			$	8,821			$	8,336
Card services income			6,077				5,317				5,587				11,394				10,782
Retirement plan administration fees			15,710				15,858				14,798				31,568				29,085
Wealth management			10,678				10,946				10,173				21,624				19,870
Insurance services			4,097				4,761				3,848				8,858				8,236
Bank owned life insurance income			2,180				3,397				1,834				5,577				4,186
Net securities gains (losses)			112				(104	)			(92	)			8				2,091
Other			3,500				3,034				2,865				6,534				6,038
Total noninterest income		$	46,932			$	47,452			$	43,232			$	94,384			$	88,624

Noninterest income for the three months ended June 30, 2025 was $46.9 million, down $0.5 million, or 1.1%, from the prior quarter and up $3.7 million, or 8.6%, from the second quarter of 2024. Excluding net securities gains (losses), noninterest income for the three months ended June 30, 2025 was $46.8 million, down $0.7 million, or 1.5%, from the prior quarter and up $3.5 million, or 8.1%, from the second quarter of 2024. The decrease from the prior quarter was primarily driven by the decrease in bank owned life insurance income and insurance services income, partially offset by increases in card services income. Bank owned life insurance income decreased from the prior quarter due to a $1.3 million gain recognized in the first quarter of 2025. Insurance services decreased from the prior quarter due to the seasonally higher income in the first quarter. Card services income increased from the prior quarter driven by the Evans acquisition and increased volumes. The increase from the second quarter of 2024 was driven by an increase in card services income, retirement plan administration fees and wealth management fees. Card services income increased from the second quarter of 2024, driven by the Evans acquisition and increased volumes. Retirement plan administration fees increased from the second quarter of 2024, driven by higher market values of assets under administration and the acquisition of a small third-party administrator ("TPA") business in the fourth quarter of 2024. Wealth management fees increased from the second quarter of 2024, driven by market performance and growth in new customer accounts.

Noninterest income for the six months ended June 30, 2025 was $94.4 million, up $5.8 million, or 6.5%, from the same period in 2024. Excluding net securities gains (losses), noninterest income for the six months ended June 30, 2025 was $94.4 million, up $7.8 million, or 9.1%, from the same period in 2024. The increase from the prior year was primarily due to an increase in retirement plan administration fees, wealth management fees and bank owned life insurance income. The increase in retirement plan administration fees was driven by higher market values of assets under administration and the acquisition of a small TPA business in the fourth quarter of 2024. The increase in wealth management fees was driven by market performance and growth in new customer accounts. Bank owned life insurance income increased due to a $1.3 million gain recognized in the first quarter of 2025.

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Noninterest Expense

Noninterest expenses are also an important factor in the Company’s results of operations. The following table sets forth the major components of noninterest expense for the periods indicated:

		Three Months Ended												Six Months Ended
(In thousands)		June 30, 2025				March 31, 2025				June 30, 2024				June 30, 2025				June 30, 2024
Salaries and employee benefits		$	64,155			$	60,694			$	55,393			$	124,849			$	111,097
Technology and data services			10,804				10,238				9,249				21,042				18,999
Occupancy			9,038				9,027				7,671				18,065				15,769
Professional fees and outside services			5,021				4,952				4,565				9,973				9,418
Office supplies and postage			1,871				1,942				1,804				3,813				3,669
FDIC assessment			1,820				1,694				1,667				3,514				3,402
Advertising			974				1,138				873				2,112				1,685
Amortization of intangible assets			3,042				2,111				2,133				5,153				4,301
Loan collection and other real estate owned, net			489				659				715				1,148				1,268
Acquisition expenses			17,180				1,221				-				18,401				-
Other			8,216				6,224				5,518				14,440				11,753
Total noninterest expense		$	122,610			$	99,900			$	89,588			$	222,510			$	181,361

Noninterest expense for the three months ended June 30, 2025 was $122.6 million, up $22.7 million, or 22.7%, from the prior quarter and up $33.0 million, or 36.9%, from the second quarter of 2024. Excluding acquisition expenses, noninterest expense for the three months ended June 30, 2025 was $105.4 million, up $6.8 million, or 6.8%, from the prior quarter and up $15.8 million, or 17.7%, from the second quarter of 2024. The increase from the prior quarter was primarily driven by the Evans acquisition. Salaries and benefits increased from the prior quarter driven by the Evans acquisition, a full quarter of merit pay increases and higher medical costs which were partially offset by lower payroll taxes and stock-based compensation expenses which are seasonally higher in the first quarter. Technology and data services increased over the prior quarter due to the Evans acquisition, the timing of planned initiatives and continued investment in digital platform solutions. The increase in amortization of intangible assets was due to the amortization of the core deposit intangible asset related to the Evans acquisition. The increase from the second quarter of 2024 was driven by higher salaries and employee benefits due to the impact of the Evans acquisition, merit pay increases, higher medical and other benefit costs. Technology and data services increased from the second quarter of 2024 primarily due to the Evans acquisition, timing of planned initiatives and continued investment in digital platform solutions. In addition, the increase in occupancy expense was impacted by additional expenses from the Evans acquisition, higher utilities and higher facilities costs related to new banking locations. Amortization of intangible assets increased due to the Company recording a core deposit intangible of $33.2 million related to the Evans acquisition.

Noninterest expense for the six months ended June 30, 2025 was $222.5 million, up $41.1 million, or 22.7%, from the same period in 2024. Excluding acquisition expenses, noninterest expense for the six months ended June 30, 2025 was $204.1 million, up $22.7 million, or 12.5%, from the same period in 2024. The increase from the prior year was driven by higher salaries and employee benefits due to the Evans acquisition, merit pay increases and higher medical and other benefit costs. The increase in technology and data services was driven by the Evans acquisition, timing of planned initiatives and continued investment in digital platform solutions. Occupancy expense was impacted by additional expenses from the Evans acquisition, higher utilities and higher facilities costs related to new banking locations. In addition, the increase in amortization of intangible assets was due to the amortization of the core deposit intangible asset related to the Evans acquisition.

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Income Taxes

Income tax expense for the three months ended June 30, 2025 was $8.2 million, down $2.3 million from the prior quarter and down $1.0 million from the second quarter of 2024. The effective tax rate was 26.7% for the second quarter of 2025 compared to 22.2% for the prior quarter and 22.0% for the second quarter of 2024. The increase in the effective tax rate from the prior quarter and the second quarter of 2024 was primarily due to the estimated impact of acquisition expenses related to the Evans acquisition and a lower level of tax-exempt income as a percentage of total taxable income.

Income tax expense for the six months ended June 30, 2025 was $18.7 million, consistent with the same period in 2024. The effective tax rate was 24.0% for the six months ended June 30, 2025, compared to 21.8% for the six months ended June 30, 2024. The increase in the effective tax rate from 2024 was primarily due to the estimated impact of acquisition expenses related to the Evans acquisition and a lower level of tax-exempt income as a percentage of total taxable income.

On July 4, 2025, The One Big Beautiful Bill Act (the “Bill”) was enacted into law. The significant provisions of the Bill include the permanent extension and modification of certain provisions of the Tax Cuts and Jobs Act, including international tax provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented in later years. The Company is evaluating the provisions of the Bill but it is not expected to have a material impact on our consolidated financial statements.

ANALYSIS OF FINANCIAL CONDITION

Securities

Total securities increased $125.8 million, or 5.1%, from December 31, 2024 to June 30, 2025. The securities portfolio represented 16.1% of total assets as of June 30, 2025 as compared to 17.8% of total assets as of December 31, 2024.

The following table details the composition of securities AFS, securities HTM and equity securities for the periods indicated:

		June 30, 2025				December 31, 2024
Mortgage-backed securities:
With maturities 15 years or less			16	%			14	%
With maturities greater than 15 years			7	%			9	%
Collateral mortgage obligations			40	%			39	%
Municipal securities			14	%			15	%
U.S. agency notes			20	%			20	%
Corporate			1	%			2	%
Equity securities			2	%			2	%
Total			100	%			101	%

The Company’s mortgage-backed securities, U.S. agency notes and collateralized mortgage obligations are all guaranteed by Fannie Mae, Freddie Mac, FHLB, Federal Farm Credit Banks or Ginnie Mae (“GNMA”). GNMA securities are considered similar in credit quality to U.S. Treasury securities, as they are backed by the full faith and credit of the U.S. government. Currently, there are no subprime mortgages in our investment portfolio.

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Loans

A summary of the loan portfolio by major categories⁽¹⁾, net of deferred fees and origination costs, for the periods indicated is as follows:

(In thousands)		June 30, 2025				December 31, 2024
Commercial & industrial		$	1,692,335			$	1,426,482
Commercial real estate			4,800,494				3,876,698
Residential real estate			2,530,344				2,142,249
Home equity			423,355				334,268
Indirect auto			1,319,401				1,273,253
Residential solar			780,865				820,079
Other consumer			77,886				96,881
Total loans		$	11,624,680			$	9,969,910

(1) Loans are summarized by business line which do not align to how the Company assesses credit risk in the allowance for credit losses.

Total loans were $11.62 billion and $9.97 billion at June 30, 2025 and December 31, 2024, respectively. Period end loans increased by $1.65 billion from December 31, 2024 to June 30, 2025, which included $1.67 billion of loans acquired from Evans. Excluding the other consumer and residential solar portfolios, which are in a planned run-off status and the loans acquired from Evans, period end loans increased $38.3 million from December 31, 2024 and increased $221.0 million from June 30, 2024. C&I loans increased $265.9 million to $1.69 billion; CRE loans increased $923.8 million to $4.80 billion; and total consumer loans increased $465.1 million to $5.13 billion. Total loans represent approximately 72.6% of assets as of June 30, 2025, as compared to 72.3% as of December 31, 2024.

Loans in the C&I and CRE portfolios consist primarily of loans extended to small and medium-sized entities. The Company offers a variety of loan products tailored to meet the needs of commercial customers including term loans, time notes and lines of credit. Such loans are made available to businesses for working capital needs such as inventory and receivables, business expansion, equipment purchases, livestock purchases and seasonal crop expenses. These loans are typically collateralized by business assets such as equipment, accounts receivable and perishable agricultural products, which are inherently subject to industry price volatility. The Company extends CRE loans to support real estate transactions, including acquisitions, refinancings, expansions and property improvements to both commercial and agricultural properties. These loans are secured by liens on real estate assets, covering a spectrum of properties including apartments, commercial structures, healthcare facilities and others, whether occupied by owners or non-owners. Risks associated with the CRE portfolio pertain to the borrowers’ ability to meet interest and principal payments over the life of the loan, as well as their ability to secure financing upon the loan’s maturity. The Company has a risk management framework that includes rigorous underwriting standards, targeted portfolio stress testing, interest rate sensitivities on commercial borrowers and comprehensive credit risk monitoring mechanisms. The Company remains vigilant in monitoring market trends, economic indicators and regulatory developments to promptly adapt our risk management strategies as needed.

Within the CRE portfolio, approximately 79% are comprised of Non-Owner Occupied CRE, with the remaining 21% being Owner-Occupied CRE. Non-Owner Occupied CRE includes diverse sectors across the Company’s markets such as residential rental properties (45%), and office spaces (12%), along with retail, manufacturing, mixed use, hotels and others. Notably, office CRE loans account for 4% of the total outstanding loans, predominantly serving suburban medical and professional tenants across suburban and small urban markets. These loans carry an average size of $1.7 million, with 12% maturing over the next two years. As of June 30, 2025 and December 31, 2024, the total CRE construction and development loans amounted to $423.3 million and $314.8 million, respectively.

Allowance for Credit Losses, Provision for Loan Losses and Nonperforming Assets

Management considers the accounting policy relating to the allowance for credit losses to be a critical estimate given the degree of judgment exercised in evaluating the level of the allowance required to estimate expected credit losses over the expected contractual life of our loan portfolio and the material effect that such judgments can have on the consolidated results of operations.

The CECL methodology requires an estimate of the credit losses expected over the life of a loan (or pool of loans). The allowance for credit losses is a valuation account that is deducted from, or added to, the loans’ amortized cost basis to present the net, lifetime amount expected to be collected on the loans. Loan losses are charged off against the allowance when management believes a loan balance is confirmed to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

Required additions or reductions to the allowance for credit losses are made periodically by charges or credits to the provision for loan losses. These are necessary to maintain the allowance at a level which management believes is reasonably reflective of the overall loss expected over the contractual life of the loan portfolio, adjusted for expected prepayments and curtailments. While management uses available information to recognize losses on loans, additions or reductions to the allowance may fluctuate from one reporting period to another. These fluctuations are reflective of changes in risk associated with portfolio content and/or changes in management’s assessment of any or all of the determining factors discussed above. Management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.

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Management estimates the allowance for credit losses using relevant available information, from internal and external sources, related to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Company historical loss experience was supplemented with peer information when there was insufficient loss data for the Company. Significant management judgment is required at each point in the measurement process.

The allowance for credit losses is measured on a collective (pool) basis, with both a quantitative and qualitative analysis that is applied on a quarterly basis, when similar risk characteristics exist. The respective quantitative allowance for each segment is measured using an econometric, discounted PD and LGD modeling methodology in which distinct, segment-specific multi-variate regression models are applied to multiple, probabilistically weighted external economic forecasts. Under the discounted cash flows methodology, expected credit losses are estimated over the effective life of the loans by measuring the difference between the net present value of modeled cash flows and amortized cost basis. After quantitative considerations, management applies additional qualitative adjustments so that the allowance for credit loss is reflective of the estimate of lifetime losses that exist in the loan portfolio as of the balance sheet date.

Portfolio segment is defined as the level at which an entity develops and documents a systematic methodology to determine its allowance for credit losses. Upon adoption of CECL, management revised the manner in which loans were pooled for similar risk characteristics. Management developed segments for estimating loss based on type of borrower and collateral which is generally based upon federal call report segmentation and have been combined or subsegmented as needed to ensure loans of similar risk profiles are appropriately pooled.

During the first quarter of 2025, the Company performed an annual update to its econometric, PD/LGD models. Segment specific, multi-variate regression model inputs and assumptions were updated and recent period observed losses and behavior were incorporated into the models (“model refreshment”). The incorporation of recent observations did not have a material impact on most loan class segments except for the Auto class segment which resulted in an improvement in PD/LGD outcomes. The total allowance decreased by approximately 3% as of March 31, 2025 due to the model refreshment. During the second quarter of 2025, the Company included an additional downside scenario with stagflation conditions, which is characterized as an economic environment where inflation rises alongside unemployment. Stagflation was identified as an emerging risk as tariff policies begin to impact the economy.

Additional information about our Allowance for Credit Losses is included in Note 7 to the unaudited interim consolidated financial statements in this Quarterly Report on Form 10-Q as well as in the “Critical Accounting Estimates” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations. The Company’s management considers the allowance for credit losses to be appropriate based on evaluation and analysis of the loan portfolio.

The allowance for credit losses totaled $140.2 million at June 30, 2025, as compared to $117.0 million at March 31, 2025 and $120.5 million at June 30, 2024. The allowance for credit losses as a percentage of loans was 1.21% at June 30, 2025, compared to 1.17% at March 31, 2025 and 1.22% at June 30, 2024. The increase in the allowance for credit losses from March 31, 2025 to June 30, 2025 was primarily due to the recording of $20.7 million of allowance for acquired Evans loans as of the acquisition date, which included both the $13.0 million of non-PCD allowance recognized through the provision for loan losses and the $7.7 million of PCD allowance reclassified from loans. In addition, the allowance for credit losses increased due to a modest deterioration in the economic forecast. The increase in the allowance for credit losses from June 30, 2024 to June 30, 2025 was primarily due to the $20.7 million of allowance for acquired Evans loans and a deterioration in the economic forecast, which was partially offset by model refreshment and the shift in loan composition driven by other consumer and residential solar portfolios that are in a planned run-off status.

The allowance for credit losses was 302.21% of nonperforming loans at June 30, 2025, compared to 245.33% at March 31, 2025 and 316.37% at June 30, 2024. The increase in the coverage of the allowance to nonperforming and nonaccrual loans from March 31, 2025 to June 30, 2025 was due to the increase in the allowance relating to acquired Evans loans. The decrease in the coverage of the allowance to nonperforming loans from June 30, 2024 to June 30, 2025 was due to an increase in nonaccrual loans which was partially offset by the increase in the allowance relating to acquired Evans loans.

The provision for loan losses was $17.8 million for the three months ended June 30, 2025, compared to $7.6 million in the prior quarter and $8.9 million for the same period in the prior year. Provision expense increased from the prior quarter and the second quarter of 2024 primarily due to $13.0 million of acquisition-related provision for loan losses for non-PCD loans acquired from Evans and a deterioration in economic forecasts, which was partially offset by a decrease in net charge-offs in the current quarter. Net charge-offs totaled $2.4 million during the three months ended June 30, 2025, compared to net charge-offs of $6.6 million during the first quarter of 2025 and $3.7 million in the second quarter of 2024. Net charge-offs to average loans were 9 bps for the three months ended June 30, 2025, compared to 27 bps for the first quarter of 2025 and 15 bps for the three months ended June 30, 2024.

The provision for loan losses was $25.4 million for the six months ended June 30, 2025, compared to $14.5 million for the six months ended June 30, 2024. Provision expense increased from the same period in the prior year primarily due to $13.0 million of acquisition-related provision for loan losses for non-PCD loans acquired from Evans and a deterioration in economic forecasts. This was partially offset by a specific reserve established in the second quarter of 2024, which was subsequently released due to a charge-off in the fourth quarter of 2024. Net charge-offs totaled $8.9 million during the six months ended June 30, 2025, compared to net charge-offs of $8.4 million during the six months ended June 30, 2024. Net charge-offs to average loans was 17 bps for the six months ended June 30, 2025 and 2024.

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As of June 30, 2025, the unfunded commitment reserve totaled $6.2 million, compared to $4.5 million as of March 31, 2025 and $4.3 million as of June 30, 2024. The increase in unfunded reserve was caused by increases in pipeline exposure and $0.5 million of acquisition-related provision for unfunded commitments established for unfunded commitments acquired in the Evans acquisition.

Nonperforming assets consist of nonaccrual loans, loans over 90 days past due and still accruing, troubled loans modifications, OREO and nonperforming securities. Loans are generally placed on nonaccrual when principal or interest payments become 90 days past due, unless the loan is well secured and in the process of collection. Loans may also be placed on nonaccrual when circumstances indicate that the borrower may be unable to meet the contractual principal or interest payments. The threshold for evaluating classified, C&I and CRE loans risk graded substandard or doubtful, and nonperforming loans specifically evaluated for individual credit loss is $1.0 million. OREO represents property acquired through foreclosure and is valued at the lower of the carrying amount or fair value, less any estimated disposal costs.

		June 30, 2025								December 31, 2024
(Dollars in thousands)		Amount				%				Amount				%
Nonaccrual loans:
Commercial		$	20,540				48	%		$	32,144				70	%
Residential			19,424				45	%			10,464				23	%
Consumer			2,389				5	%			2,529				6	%
Troubled loan modifications			828				2	%			682				1	%
Total nonaccrual loans		$	43,181				100	%		$	45,819				100	%
Loans over 90 days past due and still accruing:
Commercial		$	33				1	%		$	-				-
Residential			834				26	%			2,411				42	%
Consumer			2,344				73	%			3,387				58	%
Total loans over 90 days past due and still accruing		$	3,211				100	%		$	5,798				100	%
Total nonperforming loans		$	46,392							$	51,617
OREO			345								182
Total nonperforming assets		$	46,737							$	51,799
Total nonaccrual loans to total loans			0.37	%							0.46	%
Total nonperforming loans to total loans			0.40	%							0.52	%
Total nonperforming assets to total assets			0.29	%							0.38	%
Total allowance for loan losses to total nonperforming loans			302.21	%							224.73	%
Total allowance for loan losses to nonaccrual loans			324.68	%							253.17	%

Total nonperforming assets were $46.7 million at June 30, 2025, compared to $51.8 million at December 31, 2024 and $38.2 million at June 30, 2024. Nonperforming loans at June 30, 2025 were $46.4 million or 0.40% of total loans, compared with $51.6 million or 0.52% of total loans at December 31, 2024 and $38.1 million or 0.39% of total loans at June 30, 2024. The increase in nonperforming assets from the same period in the prior year was attributable to the addition of nonperforming loans acquired from the Evans acquisition, partially offset by payoffs of nonperforming commercial real estate loans. The decrease from December 31, 2024 is attributable to the payoff of two nonaccrual loans in the second quarter of 2025, partly offset by the addition of nonperforming loans from the Evans acquisition. Total nonaccrual loans were $43.2 million or 0.37% of total loans at June 30, 2025, compared to $45.8 million or 0.46% of total loans at December 31, 2024 and $34.8 million or 0.35% of total loans at June 30, 2024. Past due loans as a percentage of total loans was 0.38% at June 30, 2025, up from 0.34% at December 31, 2024 and up from 0.30% at June 30, 2024.

In addition to nonperforming loans discussed above, the Company has also identified approximately $195.3 million in potential problem loans at June 30, 2025 as compared to $116.1 million at December 31, 2024 and $125.2 million at June 30, 2024. Potential problem loans are loans that are currently performing, with a possibility of loss if weaknesses are not corrected. Such loans may need to be disclosed as nonperforming at some time in the future. Potential problem loans are classified by the Company’s loan rating system as “substandard.” Potential problem loans have increased to more normalized levels and the increase primarily relates to a few CRE relationships reflecting changing conditions in certain CRE markets including construction delays, rising costs and delays in leasing up spaces. The increase in potential problem loans at June 30, 2025 compared to December 31, 2024 and June 30, 2024 is primarily due to the addition of $60.5 million in acquired commercial loans from Evans during the second quarter of 2025 and additional migration of commercial loan balances to substandard, the majority of which are adequately secured by the underlying real estate collateral. Most of the increase involves commercial real estate and reflects changing conditions in commercial markets including delays in construction, rising costs and delays in leasing spaces. Management cannot predict the extent to which economic conditions may worsen or other factors, which may impact borrowers and the potential problem loans. Accordingly, there can be no assurance that other loans will not become over 90 days past due, be placed on nonaccrual, become troubled loans modifications or require increased allowance coverage and provision for loan losses. To mitigate this risk the Company maintains a diversified loan portfolio, has no significant concentration in any particular industry and originates loans primarily within its footprint.

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Deposits

Total deposits were $13.52 billion at June 30, 2025, up $1.97 billion, or 17.0%, from December 31, 2024, which included $1.86 billion in deposits acquired from Evans. Excluding deposits acquired from Evans, deposits increased $104.4 million from December 31, 2024. As of June 30, 2025, there were $219.7 million of brokered time deposits, down from $295.8 million as of December 31, 2024. The Deposit mix characteristics also improved with an increase in demand deposits, interest-bearing checking and money market accounts offset by a decrease in time deposits. The Company’s composition of total deposits is diverse and granular with nearly 615,000 accounts with an average per account balance of $21,979 as of June 30, 2025. As of June 30, 2025 and December 31, 2024 the estimated amounts of uninsured deposits based on the methodologies and assumptions used for the bank regulatory reporting were $5.80 billion and $4.73 billion, respectively. Total average deposits increased $1.09 billion, or 9.8%, from the same period last year due to the $1.86 billion in deposits acquired from Evans in the second quarter of 2025.

Borrowed Funds

The Company’s borrowed funds consist of short-term borrowings and long-term debt. Short-term borrowings totaled $113.0 million at June 30, 2025 compared to $162.9 million at December 31, 2024. Long-term debt was $44.8 million at June 30, 2025 compared to $29.6 million at December 31, 2024. The increase in long-term debt was due to a $40.0 million borrowing acquired in the Evans acquisition, partially offset by the maturity of a $25.0 million borrowing that matured in the first quarter of 2025. As of the acquisition date, the fair value discount was $0.3 million for the acquired long-term debt which is being accreted into interest expense over the life of the debt instrument.

For more information about the Company’s borrowing capacity and liquidity position, see “Liquidity Risk” below.

Subordinated Debt

On June 23, 2020, the Company issued $100.0 million of 5.00% fixed-to-floating rate subordinated notes due 2030. The subordinated notes, which qualify as Tier 2 capital, bear interest at an annual rate of 5.00%, payable semi-annually in arrears commencing on January 1, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 4.85%, payable quarterly in arrears commencing on October 1, 2025. The subordinated debt issuance cost of $2.2 million is being amortized on a straight-line basis into interest expense over five years. The Company repurchased $2.0 million of the subordinated notes in 2022 at a discount of $0.1 million. Subsequent to quarter end, on July 1, 2025, the Company redeemed these subordinated notes in full using existing liquidity sources.

Subordinated notes assumed in connection with the Salisbury acquisition included $25.0 million of 3.50% fixed-to-floating rate subordinated notes due 2031. The subordinated notes, which qualify as Tier 2 capital, bear interest at an annual rate of 3.50%, payable quarterly in arrears commencing on June 30, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 2.80%, payable quarterly in arrears commencing on June 30, 2026. As of the acquisition date, the fair value discount was $3.0 million, which will be amortized into interest expense over the expected call or maturity date.

Subordinated notes assumed in connection with the Evans acquisition included $20.0 million of 6.00% fixed-to-floating rate subordinated notes due 2030. The subordinated notes, which qualified as Tier 2 capital, bore interest at an annual rate of 6.00%, payable semi-annually in arrears commencing on January 15, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 5.90%, payable quarterly in arrears commencing on July 15, 2025. Subsequent to quarter end, on July 15, 2025, the Company redeemed these subordinated notes in full using existing liquidity sources.

As of June 30, 2025 and December 31, 2024 the subordinated debt net of unamortized issuance costs and fair value discount was $141.9 million and $121.2 million, respectively.

Junior Subordinated Debt

In connection with the Evans acquisition, the Company assumed Evans Capital Trust I, a statutory business trust wholly-owned by the Company, which issued $11.0 million in aggregate principal amount of floating rate preferred capital securities due November 23, 2034 to various investors and $0.3 million of common securities. As of the acquisition date, the fair value discount was $0.9 million which is being amortized into interest expense over the life of the debt instrument.

Collectively, the Company sponsors six business trusts, CNBF Capital Trust I, NBT Statutory Trust I, NBT Statutory Trust II, Alliance Financial Capital Trust I, Alliance Financial Capital Trust II and Evans Capital Trust I (collectively, the “Trusts”).

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Despite the fact that the Trusts are not included in the Company’s consolidated financial statements, $108 million of the $112 million in trust preferred securities issued by these subsidiary trusts was included in the Tier 1 capital of the Company for regulatory capital purposes as allowed by the FRB (NBT Bank owns $1.0 million of CNBF Trust I securities) through March 31, 2025. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 requires bank holding companies with assets greater than $500 million to be subject to the same capital requirements as insured depository institutions, meaning, for instance, that such bank holding companies will not be able to count trust preferred securities issued after May 19, 2010 as Tier 1 capital. The aforementioned Trusts are grandfathered with respect to this enactment based on their date of issuance. As of June 30, 2025 in connection with the completion of the Evans acquisition and the Company exceeding $15 billion in assets, the Trusts are now included in Tier 2 capital of the Company for regulatory capital purposes.

Capital Resources

Stockholders’ equity of $1.81 billion represented 11.27% of total assets at June 30, 2025 compared with $1.53 billion, or 11.07% of total assets, as of December 31, 2024. Stockholders’ equity increased $279.0 million from December 31, 2024 driven by the Evans acquisition adding $221.8 million of capital, net income generation of $59.3 million for the six months ended June 30, 2025 and a decrease of $32.6 million in accumulated other comprehensive loss due primarily to the change in the fair value of securities available for sale, partially offset by dividends declared of $33.9 million.

The Company did not purchase shares of its common stock during the three and six months ended June 30, 2025. Under its share repurchase program, the Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effects of stock-based incentive plans and other potential uses of common stock for corporate purposes. As of June 30, 2025, there were 1,992,400 shares available for repurchase under this plan authorized on December 18, 2023, which is set to expire on December 31, 2025.

As the capital ratios in the following table indicate, the Company remained “well capitalized” at June 30, 2025 under applicable bank regulatory requirements. Capital measurements are well in excess of regulatory minimum guidelines and meet the requirements to be considered well capitalized for all periods presented. To be considered well capitalized, tier 1 leverage, common equity tier 1 capital, tier 1 capital and total risk-based capital ratios must be 5%, 6.5%, 8% and 10%, respectively.

Capital Measurements		June 30, 2025				December 31, 2024
Tier 1 leverage ratio			9.55	%			10.24	%
Common equity tier 1 capital ratio			11.37	%			11.93	%
Tier 1 capital ratio			11.37	%			12.83	%
Total risk-based capital ratio			14.48	%			15.03	%
Cash dividends as a percentage of net income			57.17	%			44.27	%
Per common share:
Book value		$	34.46			$	32.34
Tangible book value(1)		$	24.57			$	23.88
Tangible equity ratio(2)			8.30	%			8.42	%

(1) Non-GAAP measure - Stockholders’ equity less goodwill and intangible assets divided by common shares outstanding.

(2) Non-GAAP measure - Stockholders’ equity less goodwill and intangible assets divided by total assets less goodwill and intangible assets.

Liquidity and Interest Rate Sensitivity Management

Market Risk

Interest rate risk is the most significant market risk affecting the Company. Other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of the Company’s business activities or are immaterial to the results of operations.

Interest rate risk is defined as an exposure to a movement in interest rates that could have an adverse effect on the Company’s net interest income. Net interest income is susceptible to interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than earning assets. When interest-bearing liabilities mature or reprice more quickly than earning assets in a given period, a significant increase in market rates of interest could adversely affect net interest income. Similarly, when earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net interest income.

To manage the Company’s exposure to changes in interest rates, management monitors the Company’s interest rate risk. Management’s Asset Liability Committee (“ALCO”) meets monthly to review the Company’s interest rate risk position and profitability and to recommend strategies for consideration by the Board of Directors (the “Board”). Management also reviews loan and deposit pricing and the Company’s securities portfolio, formulates investment and funding strategies and oversees the timing and implementation of transactions to assure attainment of the Board’s objectives in the most effective manner. Notwithstanding the Company’s interest rate risk management activities, the potential for changing interest rates is an uncertainty that can have an adverse effect on net income.

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In managing the Company’s asset/liability position, the Board and management aim to manage the Company’s interest rate risk while minimizing NIM compression. At times, depending on the level of general interest rates, the relationship between long and short-term interest rates, market conditions and competitive factors, the Board and management may determine to increase the Company’s interest rate risk position somewhat in order to increase its NIM. The Company’s results of operations and net portfolio values remain vulnerable to changes in interest rates and fluctuations in the difference between long and short-term interest rates.

The primary tool utilized by the ALCO to manage interest rate risk is earnings at risk modeling (interest rate sensitivity analysis). Information, such as principal balance, interest rate, maturity date, cash flows, next repricing date (if needed) and current rates are uploaded into the model to create an ending balance sheet. In addition, the ALCO makes certain assumptions regarding prepayment speeds for loans and mortgage related investment securities along with any optionality within the deposits and borrowings. The model is first run under an assumption of a flat rate scenario (e.g., no change in current interest rates) with a static balance sheet. Six additional models are run in which gradual increases of 300 bps, 200 bps and 100 bps, and gradual decreases of 100 bps, 200 bps and 300 bps takes place over a 12-month period with a static balance sheet. Under these scenarios, assets subject to prepayments are adjusted to account for faster or slower prepayment assumptions. Any investment securities or borrowings that have callable options embedded in them are handled accordingly based on the interest rate scenario. The resulting changes in net interest income are then measured against the flat rate scenario. The Company also runs other interest rate scenarios to highlight potential interest rate risk.

The Company’s Interest Rate Sensitivity has remained in a near neutral position. In the declining rate scenarios, net interest income is projected to modestly decrease when compared to the forecasted net interest income in the flat rate scenario through the simulation period. The decrease in net interest income is a result of earning assets repricing and rolling over at lower yields at a faster pace than interest-bearing liabilities decline and/or reach their floors. Conversely in the rising rate scenarios, net interest income increases modestly, impacted by slowing prepayments speeds and increased deposit reactivity; the magnitude of potential impact on earnings may be affected by the ability to lag deposit repricing on interest-bearing checking, savings, MMDA and time accounts. Net interest income for the next twelve months in the +300/+200/+100/-100/-200/-300 bps scenarios, as described above, is within the internal policy risk limits of not more than a 5.0% reduction in net interest income in the +100/-100 bps scenarios, of not more than a 7.5% reduction in net interest income in the +200/-200 bps scenarios and of not more than a 12.0% reduction in net interest income in the +300/-300 bps scenarios. The following table summarizes the percentage change in net interest income in the rising and declining rate scenarios over a 12-month period from the forecasted net interest income in the flat rate scenario using the June 30, 2025 balance sheet position:

Interest Rate Sensitivity Analysis
Change in interest rates	Percent change in
(in bps)	net interest income
+300	0.69%
+200	0.84%
+100	0.72%
-100	(0.74)%
-200	(0.94)%
-300	(1.02)%

The Company anticipates that the trajectory of net interest income will continue to depend significantly on the timing and path of short to mid-term interest rates which are heavily driven by inflationary pressures and FOMC monetary policy. Post-pandemic, inflationary pressures have resulted in a higher overall yield curve with federal funds increases of 425 bps in 2022 with an additional 100 bps of increases in 2023. However, the tightening cycle ended in September of 2024, when the FRB lowered the federal funds rate by 50 bps, followed by consecutive 25 bps reductions in November and December of 2024 for a total of 100 bps of federal funds rate reductions by the end of 2024. While deposit rates increased meaningfully in 2023 and continued to increase in early 2024 in conjunction with elevated short-term interest rates, the recent federal funds rate reductions have provided the catalyst for the Company to begin reducing deposit rates. The Company continues to focus on managing deposit expense in an environment of still elevated but declining short-term interest rates while allowing assets to reprice upward in relation to existing portfolio asset yields.

Liquidity Risk

Liquidity risk arises from the possibility that the Company may not be able to satisfy current or future financial commitments or may become unduly reliant on alternate funding sources. The objective of liquidity management is to ensure the Company can fund balance sheet growth, meet the cash flow requirements of depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. ALCO is responsible for liquidity management and has developed guidelines, which cover all assets and liabilities, as well as off-balance sheet items that are potential sources or uses of liquidity. Liquidity policies must also provide the flexibility to implement appropriate strategies, along with regular monitoring of liquidity and testing of the contingent liquidity plan. Requirements change as loans grow, deposits and securities mature and payments on borrowings are made. Liquidity management includes a focus on interest rate sensitivity management with a goal of avoiding widely fluctuating net interest margins through periods of changing economic conditions. Loan repayments and maturing investment securities are a relatively predictable source of funds. However, deposit flows, calls of investment securities and prepayments of loans and mortgage-related securities are strongly influenced by interest rates, the housing market, general and local economic conditions, and competition in the marketplace. Management continually monitors marketplace trends to identify patterns that might improve the predictability of the timing of deposit flows or asset prepayments.

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The primary liquidity measurement the Company utilizes is called “Basic Surplus,” which captures the adequacy of its access to reliable sources of cash relative to the stability of its funding mix of average liabilities. This approach recognizes the importance of balancing levels of cash flow liquidity from short and long-term securities with the availability of dependable borrowing sources, which can be accessed when necessary. At June 30, 2025, the Company’s Basic Surplus measurement was 16.4% of total assets, or $2.63 billion, as compared to the December 31, 2024 Basic Surplus of 17.0%, or $2.34 billion, and was above the Company’s minimum of 5% (calculated at $800.7 million and $689.3 million of period end total assets as June 30, 2025 and December 31, 2024, respectively) set forth in its liquidity policies.

At June 30, 2025 and December 31, 2024, FHLB advances outstanding totaled $44.6 million and $45.6 million, respectively. At June 30, 2025 and December 31, 2024, the Bank had $388.8 million and $199.0 million, respectively, of collateral encumbered by municipal letters of credit. The Bank is a member of the FHLB system and had additional borrowing capacity from the FHLB of approximately $1.83 billion at June 30, 2025 and $1.71 billion at December 31, 2024. In addition, unpledged securities could have been used to increase borrowing capacity at the FHLB by an additional $1.00 billion and $957.3 million at June 30, 2025 and December 31, 2024, respectively, or used to collateralize other borrowings, such as repurchase agreements. The Company also has the ability to issue brokered time deposits and to borrow against established borrowing facilities with other banks (federal funds), which could provide additional liquidity of $2.42 billion at June 30, 2025 and $2.01 billion at December 31, 2024. In addition, the Bank has a “Borrower-in-Custody” program with the FRB with the addition of the ability to pledge automobile and residential solar loans as collateral. At June 30, 2025 and December 31, 2024, the Bank had the capacity to borrow $1.17 billion and $1.13 billion, respectively, from this program. The Company’s internal policy authorizes borrowing up to 25% of assets. Under this policy, remaining available borrowing capacity totaled $3.94 billion at June 30, 2025 and $3.38 billion at December 31, 2024.

This Basic Surplus approach enables the Company to appropriately manage liquidity from both operational and contingency perspectives. By tempering the need for cash flow liquidity with reliable borrowing facilities, the Company is able to operate with a more fully invested and, therefore, higher interest income generating securities portfolio. The makeup and term structure of the securities portfolio is, in part, impacted by the overall interest rate sensitivity of the balance sheet. Investment decisions and deposit pricing strategies are impacted by the liquidity position. The Company considers its Basic Surplus position to be strong. However, certain events may adversely impact the Company’s liquidity position in 2025. While short-term interest rates have declined, they remain elevated relative to recent history, which could result in deposit declines as depositors have alternative opportunities for yield on their excess funds. In the current economic environment, draws against lines of credit could drive asset growth higher. Disruptions in wholesale funding markets could spark increased competition for deposits. These scenarios could lead to a decrease in the Company’s Basic Surplus measure below the minimum policy level of 5%. Note, enhanced liquidity monitoring was put in place to quickly respond to the changing environment during the pandemic including increasing the frequency of monitoring and adding additional sources of liquidity. While the pandemic has come to an end, this enhanced monitoring continues as elevated interest rates and the bank failures of 2023 have led to a deposit decline in the banking system and increased volatility to liquidity risk.

At June 30, 2025, a portion of the Company’s loans and securities were pledged as collateral on borrowings. Therefore, once on-balance sheet liquidity is reduced, future growth of earning assets will depend upon the Company’s ability to obtain additional funding, through growth of core deposits and collateral management and may require further use of brokered time deposits or other higher cost borrowing arrangements.

The Company’s primary source of funds is dividends from its subsidiaries. Various laws and regulations restrict the ability of banks to pay dividends to their stockholders. Generally, the payment of dividends by the Company in the future as well as the payment of interest on the capital securities will require the generation of sufficient future earnings by its subsidiaries.

Certain restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends. The approval of the OCC is required to pay dividends when a bank fails to meet certain minimum regulatory capital standards or when such dividends are in excess of a subsidiary bank’s earnings retained in the current year plus retained net profits for the preceding two years as specified in applicable OCC regulations. At June 30, 2025, approximately $66.5 million of the total stockholders’ equity of the Bank was available for payment of dividends to the Company without approval by the OCC. The Bank’s ability to pay dividends is also subject to the Bank being in compliance with regulatory capital requirements. The Bank is currently in compliance with these requirements. Under the State of Delaware General Corporation Law, the Company may declare and pay dividends either out of accumulated net retained earnings or capital surplus.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information called for by Item 3 is contained in the Liquidity and Interest Rate Sensitivity Management section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations.

ITEM 4. CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, the Company’s disclosure controls and procedures were effective.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no material legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject.

ITEM 1A. RISK FACTORS

There are no material changes to the risk factors as previously discussed in Part I, Item 1A. of our 2024 Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Not applicable

(b) Not applicable

(c) None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

During the three months ended June 30, 2025, there were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements adopted, modified or terminated by any director or officer of the Company.

ITEM 6. EXHIBITS

3.1	Restated Certificate of Incorporation of NBT Bancorp Inc. as amended through July 1, 2015 (filed as Exhibit 3.1 to Registrant’s Form 10-Q, filed on August 10, 2015 and incorporated herein by reference).
3.2	Amended and Restated Bylaws of NBT Bancorp Inc. effective May 22, 2018 (filed as Exhibit 3.1 to Registrant’s Form 8-K, filed on May 23, 2018 and incorporated herein by reference).
3.3	Certificate of Designation of the Series A Junior Participating Preferred Stock (filed as Exhibit A to Exhibit 4.1 of the Registrant’s Form 8-K, filed on November 18, 2004 and incorporated herein by reference).
31.1	Certification by the Chief Executive Officer pursuant to Rules 13(a)-14(a)/15(d)-14(e) of the Securities and Exchange Act of 1934.
31.2	Certification by the Chief Financial Officer pursuant to Rules 13(a)-14(a)/15(d)-14(e) of the Securities and Exchange Act of 1934.
32.1	Certification by the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Management contract or compensatory plan or arrangement.

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, this 8th day of August 2025.

	NBT BANCORP INC.
By:	/s/ Annette L. Burns
	Annette L. Burns
	Chief Financial Officer

55

FAQ

What was NBTB's net income for the quarter ended June 30, 2025?

NBTB reported $22.51 million in net income for the three months ended June 30, 2025 (basic EPS $0.45), down from $32.72 million a year earlier.

How did the Evans acquisition affect NBTB's balance sheet?

The Evans acquisition (completed May 2, 2025) involved $221.8 million in common stock consideration, added identifiable assets of $2.128 billion, assumed liabilities of $1.997 billion, and resulted in $91.4 million of goodwill.

What is NBTB's allowance for credit losses and provision trend?

Allowance for credit losses was $140.2 million (1.21% of loans) at June 30, 2025; the quarter included a provision for loan losses of $17.84 million.

How large are NBTB's loans and deposits after the acquisition?

Total loans were $11.624 billion and total deposits were $13.515 billion at June 30, 2025.

Did acquisition costs materially affect earnings?

Yes. Acquisition integration-related expenses were $17.18 million for the three months and $18.40 million for the six months ended June 30, 2025, included in noninterest expense.