Univest Financial (NASDAQ: UVSP) outlines $8.4B balance sheet and key risks

Rhea-AI Filing Summary

Univest Financial Corporation outlines its 2025 annual overview as a Pennsylvania-based bank holding company with total assets of $8.4 billion, net loans and leases of $6.8 billion, deposits of $7.1 billion and shareholders' equity of $943.3 million as of December 31, 2025.

Through Univest Bank and Trust Co. and affiliated wealth and insurance subsidiaries, it serves 19 Pennsylvania counties plus parts of New Jersey and Maryland, holding 4.0% combined deposit share in key counties. The report emphasizes competition, regulatory oversight, capital rules and community-focused operations.

Univest details 960 employees, extensive training and inclusion programs, and $2.2 million in 2025 community contributions. Major risk factors include interest rate and investment portfolio volatility, commercial credit concentration, liquidity and deposit funding risk, cybersecurity and AI-related operational risks, and evolving economic and regulatory conditions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

Commission File number 0-7617

 UNIVEST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania						23-1886144
(State or other jurisdiction of incorporation or organization)						(IRS Employer Identification No.)

14 North Main Street, Souderton, Pennsylvania 18964

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (215) 721-2400

Securities registered pursuant to Section 12(b) of the Act:
Title of class			Trading symbol			Name of each exchange on which registered
Common Stock, $5 par value			UVSP			The NASDAQ Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   ☒ No   ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐ No  ☒

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 twelve 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 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes   ☒ No   ☐

If securities are registered pursuant to Section 12(b) of the Act, indicated by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

The approximate aggregate market value of voting stock held by non-affiliates of the registrant is $852,602,670 as of June 30, 2025 based on the June 30, 2025 closing price of the Registrant's Common Stock of $30.04 per share.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $5 par value						28,083,533
(Title of Class)						(Number of shares outstanding at February 6, 2026

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates information by reference from the proxy statement for the annual meeting of shareholders on April 23, 2026.

Table of Contents

UNIVEST FINANCIAL CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

 

PART I
Item 1.			Business			3
Item 1A.			Risk Factors			11
Item 1B.			Unresolved Staff Comments			23
Item 1C.			Cybersecurity Risk Management, Strategy and Governance			23
Item 2.			Properties			26
Item 3.			Legal Proceedings			27
Item 4.			Mine Safety Disclosures			27
PART II
Item 5.			Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			28
Item 6.			[Reserved]			29
Item 7.			Management's Discussion and Analysis of Financial Condition and Results of Operations			30
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			51
Item 8.			Financial Statements and Supplementary Data			52
Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			119
Item 9A.			Controls and Procedures			119
Item 9B.			Other Information			122
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			122
PART III
Item 10.			Directors, Executive Officers and Corporate Governance			122
Item 11.			Executive Compensation			122
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			122
Item 13.			Certain Relationships and Related Transactions, and Director Independence			123
Item 14.			Principal Accounting Fees and Services			123
PART IV
Item 15.			Exhibits and Financial Statement Schedules			123
Item 16.			Form 10-K Summary			125
Signatures						126

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PART I

Forward-Looking Statements

This report may contain forward-looking statements. When used or incorporated by reference in disclosure documents, the words "may," "will," "could," "should," "would," "believe," "anticipate," "plan," "estimate," "expect," "project," "target," and "goal," the negative of these terms and other similar expressions are intended to identify forward-looking statements, but are not the exclusive mean of identifying such statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may include but are not limited to: statements of goals, intentions and expectations; statements regarding our business plans, prospects, growth and operating strategies; statements regarding the quality, growth and composition of loan, investment and deposit portfolios; statements regarding our financial performance, financial condition and liquidity; and estimates of our risks and future credit provision and non-interest expenses. These forward-looking statements are based on current beliefs and expectations and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to certain risks, uncertainties and assumptions with respect to future business strategies and decisions that are subject to change. Certain of these risks, uncertainties and assumptions are set forth below as well as the risk factors described in Item 1A. "Risk Factors":

•Operating, legal and regulatory risks;

•Economic, political and competitive forces;

•General economic conditions, either nationally or in our market areas, that are worse than expected, included as a result of employment levels and labor shortages, and the effect of a potential recession or slowed economic growth caused by supply chain disruptions or otherwise;

•Legislative, regulatory and accounting changes, including increased assessments by the Federal Deposit Insurance Corporation and changes in the income tax laws and regulations;

•Monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System;

•Demand for our financial products and services in our market area;

•Major catastrophes such as earthquakes, floods or other natural or human disasters and infectious disease outbreaks, the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on us and our customers and other constituencies;

•Inflation or volatility in interest rates that reduce our margins and yields, the fair value of financial instruments or our level of loan originations or prepayments on loans we have made and make or the sale of loans or other assets and/or lead to higher operating costs and higher costs to retain or attract deposits;

•The imposition of tariffs or other domestic or international governmental policies and any retaliatory responses;

•The impact of a potential federal government shutdown;

•Fluctuations in real estate values in our market area;

•A failure to maintain adequate levels of capital and liquidity to support our operations;

•The availability of capital;

•The composition and credit quality of our loan and investment portfolios;

•Changes in the level and direction of loan delinquencies, classified and criticized loans and charge-offs and changes in estimates of the adequacy of the allowance for credit losses;

•Changes in the economic assumptions or methodology utilized to calculate the allowance for credit losses;

•Our ability to access cost-effective funding;

•Changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio;

•Our ability to implement our business strategies;

•Our ability to manage market risk, credit risk, interest rate risk and operational risk;

•Timing and amount of revenue and expenditures;

•Adverse changes in the securities markets;

•The impact of any military conflict, terrorist act or other geopolitical acts;

•Our ability to enter new markets successfully and capitalize on growth opportunities;

•Competition for loans, deposits and employees;

•System failures or cyber-security breaches of our information technology infrastructure and those of our third-party service providers;

•The failure to maintain current technologies and/or to successfully implement future information technology enhancements;

•Changes in investor sentiment or consumer spending, borrowing or savings behavior;

•Our ability to attract and retain key employees;

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•Other risks and uncertainties, including those occurring in the U.S. and international financial systems; and

•The risk that our analysis of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected or projected. These forward-looking statements speak only as of the date of the report. Univest Financial Corporation (the "Corporation") expressly disclaims any obligation to publicly release any updates or revisions to reflect any change in the Corporation's expectations with regard to any change in events, conditions or circumstances on which any such statement is based, unless otherwise required by law. 

Item 1.     Business

General

The Corporation is a Pennsylvania corporation, organized in 1973, and registered as a bank holding company pursuant to the Bank Holding Company Act of 1956. The Corporation owns all of the capital stock of Univest Bank and Trust Co. (the "Bank") and is the sole member of 1876 Double Eagle LLC. The consolidated financial statements include the accounts of the Corporation and its wholly owned subsidiaries, the Bank and 1876 Double Eagle LLC. The Corporation's and the Bank's headquarters are located at 14 North Main Street, Souderton, Pennsylvania 18964. At December 31, 2025, the Corporation had total assets of $8.4 billion, net loans and leases of $6.8 billion, total deposits of $7.1 billion and total shareholders' equity of $943.3 million.

The Bank is a Pennsylvania state-chartered bank and trust company. As a state-chartered member bank of the Federal Reserve System, the Bank is regulated primarily by the Pennsylvania Department of Banking and Securities and the Federal Reserve Bank of Philadelphia.

The Bank is engaged in domestic banking services for individuals, businesses, municipalities and non-profit organizations. Through its wholly-owned subsidiaries, the Bank provides a variety of financial services throughout its markets of operation. The Bank is the parent company of Girard Investment Services, LLC, a full-service registered introducing broker-dealer and a licensed insurance agency, Girard Advisory Services, LLC, a registered investment advisory firm, and Girard Pension Services, LLC, a registered investment advisor, which provides investment consulting and management services to municipal entities. Girard Investments is headquartered in Souderton, Pennsylvania and Girard Advisory Services is headquartered in King of Prussia, Pennsylvania. The Bank is also the parent company of Univest Capital, Inc., an equipment financing business headquartered in Warminster, Pennsylvania, and Univest Insurance, LLC, an independent insurance agency headquartered in Lansdale, Pennsylvania.

Market Area

The Corporation's headquarters are in Souderton in Montgomery County, Pennsylvania, which is located in Southeastern Pennsylvania, approximately 35 miles north of Philadelphia. The Corporation provides banking and financial services to customers in 19 counties in the Southeastern, Central and Western regions of Pennsylvania, three counties in New Jersey and five counties in Maryland. The highest concentration of our deposits and loans are in Montgomery, Bucks, Lancaster and Philadelphia counties in Pennsylvania where 27 of our 38 financial centers are located.

The following table details key demographics for our Montgomery, Bucks, Lancaster and Philadelphia markets compared to Pennsylvania and the national average.

(Most recent available statistics)						Montgomery						Bucks						Lancaster						Philadelphia						Pennsylvania						National
Unemployment rate (1) (2)						3.4%						3.7%						3.4%						5.1%						4.2%						4.4%
Median Household Income (3)						$117,000						$119,000						$88,000						$66,000						$83,000						$87,000
Median Age (3)						42						45						40						37						42						40
Population Growth (2020-2026) (3)						3.3%						0.5%						2.2%						(2.3)%						0.6%						3.5%

(1) Pennsylvania Department of Labor and Industry - Montgomery, Bucks, Lancaster, Philadelphia unemployment rates are as of November 2025 and the Pennsylvania unemployment rate is as of December 2025

(2) Bureau of Labor Statistics - National unemployment rates are as of December 2025, seasonally adjusted

(3) S&P Global - Demographic data is provided by Claritas based primarily on US Census data

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Significant types of employment industries for our markets include health care and social assistance, retail trade, manufacturing, educational services, accommodation and food services, professional, scientific and technical services, transportation and warehousing, administrative and support and waste management and remediation services, construction, and finance and insurance. As of June 30, 2025 (the latest date for which such information is available), the Corporation ranked fourth out of 31 financial institutions in deposit market share in Montgomery County with 11 financial centers, sixth out of 28 financial institutions in Bucks County with eight financial centers, tenth out of 24 financial institutions in Lancaster County with five financial centers, and thirteenth out of 37 financial institutions in Philadelphia County with five financial centers, with 4.0% of total combined deposit market share in the four counties, according to data provided by Federal Deposit Insurance Corporation (the "FDIC") Market Share Data.

Competition

The Corporation's service areas are characterized by intense competition for banking business among commercial banks, savings institutions and other financial institutions. In competing with other banks, savings institutions and other financial institutions, the Bank provides personalized services and local decision making through management's knowledge and awareness of its service area, customers and borrowers.

Other competitors, including credit unions, consumer finance companies, mortgage companies, insurance companies, wealth management providers, leasing companies, financial technology companies, specialty finance companies, technology companies and mutual funds, compete for certain lending and deposit gathering services and insurance and wealth management services offered by the Bank and its operating segments.

Acquisitions

The Corporation prides itself on being a financial organization that continues to increase its scope of services while maintaining a determined commitment to the communities it serves. The Corporation and its subsidiaries have experienced stable growth, both organically and through various acquisitions, as it strives to be the best integrated financial solutions provider in the market. The most recent acquisitions include certain assets of the Paul I. Sheaffer Insurance Agency on December 1, 2021, Fox Chase Bancorp on July 1, 2016 and Valley Green Bank on January 1, 2015.

Human Capital Resources

As of December 31, 2025, we employed 960 individuals, approximately 94% of whom are full-time and of which approximately 56% are women. None of these employees are covered by collective bargaining agreements, and the Corporation believes it enjoys good relations with its personnel. As an integrated full-service financial institution, approximately 68% of our employees are employed through our banking segment, 8% through our wealth management business, 10% through our insurance business and the remaining 14% of our employees serve in shared support functions for each of our three segments. The Corporation is a community- and employee-centric organization that puts our core values of tradition, integrity, excellence, community and spirituality into action while delivering an excellent customer experience. With a Mission Statement that challenges us to be a strong leader in our markets and active in our communities, being a responsible corporate citizen is at the core of how we operate.

Hiring and Promotion

The Corporation seeks to hire well-qualified employees who are also a good fit for our core values. Our selection and promotion processes are without bias and based on merit. We currently source candidates using various methods, including social media, third-party search firms, internal referral programs and connections with local schools. Whenever possible, we seek to fill positions by promotion and transfer within the organization. During 2025, we promoted 144 employees. As of December 31, 2025, 21% of our Senior Leadership Team members were women.

Training and Development

The training and development of our employees remains a priority. In 2025, we invested more than $579 thousand in tools, training programs and continuing education to help our employees build their knowledge, skills and experience. We provide career pathing and in-house training to employees on topics including leadership and professional development, cybersecurity, risk and compliance and technology. In addition, as part of "Univest University," we provide several certification programs including a Skill Builder Certification Program, a Supervisor Certification, a Leadership Certification and an Advanced Leadership Certification. These programs include courses that address communication skills, customer service, managing conflict, alternative management styles, business ethics and emotional intelligence. The Corporation also offers a Business

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Ethics for Leaders training and a mentorship program. During 2025, we brought our entire organization together for a learning initiative focused on Psychological Safety. Over the course of five months, every employee participated in one of 44 interactive sessions designed to strengthen trust, collaboration and open communication across the Univest Family. During the year ended December 31, 2025, we provided approximately 33,000 training hours to our employees. The Corporation offers a Summer Internship Program, which includes additional opportunities for networking and professional development and a group volunteer project.

In addition to our internal training efforts, we provide a Tuition Reimbursement Program, in which costs for an undergraduate degree, a graduate degree, and advanced intensive technical training programs from an accredited college or university are eligible for reimbursement up to $3,500 per year. We offer banking-related classes through the Pennsylvania Bankers Association at no cost to our employees.

Retention

Employee retention helps us operate efficiently and offers continuity to our customers and the community. We believe our commitment to our core values, actively prioritizing concern for our employees' well-being, supporting our employees' career goals, offering competitive wages and providing valuable benefits aids in the retention of our employees. Univest’s annual turnover rate of 17.5% continues to be below the industry average of 25.1% according to the Bureau of Labor Statistics. At December 31, 2025, 17% of our current staff had been with us for 15 years or more.

Safety, Health and Welfare

The safety, health and wellness of our employees is consistently a top priority. We offer our employees financial wellness programs, team health challenges, weight management counseling, and behavioral health webinars to support mental health. We provide our employees, at no cost, with access to the Calm app, which is a highly rated app for sleep, meditation and relaxation.

In addition, we offer online yoga classes, gym reimbursements, on-demand mindfulness webinars, the ability for our employees to receive a flu shot or a mammogram at our main campus, as well as provide AEDs in all our offices. Additionally, we provided access to CPR classes for interested employees.

Our Inclusive Conversations series included five sessions in 2025 aimed at creating a safe space to discuss meaningful topics from neurodivergence in the workplace to women's health and well-being.

Benefits

On an ongoing basis, we further promote the health and wellness of our employees by strongly encouraging work-life balance. Our benefits package includes health care coverage, retirement benefits, life and disability insurance, wellness programs, paid time-off and leave policies. We also provide our lower-wage earners with higher insurance subsidies. Our employees have access to an Employee Assistance Program in which employees and members of their families may utilize counseling services freely and confidentially.

Univest United

Univest is committed to fostering, cultivating and preserving a culture of inclusivity. We embrace differences in age, color, disability, ethnicity, family or marital status, gender identity or expression, language, national origin, physical and mental ability, political affiliation, race, religion, sexual orientation, socio-economic status, veteran status, and other characteristics that make our employees unique. Univest's inclusivity initiatives are applicable, but not limited to: our practices and policies on recruitment and selection; compensation and benefits; professional development and training; promotions; transfers; social and recreational programs; layoffs; terminations; and the ongoing development of an inclusive work environment encourages and enforces:

•Respectful communication and cooperation between all employees;

•Teamwork and employee participation, fostering representation of all groups and perspectives; and

•Employer and employee contributions to the communities we serve to promote a greater understanding and respect for inclusivity.

All employees of Univest have a responsibility to treat others with dignity and respect. All employees are expected to exhibit conduct that reflects inclusion during work, at work functions on or off the work site, and at all other company-sponsored and participative events. Our Univest United Committee was established to ensure that our workplace is a supportive

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environment with equal opportunities for everyone. Progress on our culture of inclusivity is reported to the Board of Directors on a quarterly basis. Our Manager of Employee Engagement works to cultivate a supportive and inclusive work environment and implement inclusion programs. Regular employee communications, including a Univest United newsletter, are shared throughout the year to help drive awareness. The newsletter, among other things, serves to spotlight employees and their diverse backgrounds through their own personal stories.

Our Univest United Learning & Development Committee created learning sessions that serve as a foundation for increasing awareness on inclusion topics. All employees have completed this training and it is included as part of new hire orientation to ensure all future employees receive this important information.

Our Employee Resource Groups ("ERGs") help foster an inclusive and supportive environment, providing a platform for employees to connect, share experiences, and drive positive change within the organization. RISE, the Women's ERG, and EMBRACE, the People of Color ERG, are at the forefront of these efforts. During 2025, the Corporation hosted in-person networking events, offered volunteer opportunities and provided virtual sessions.

Employee Engagement

Our Chairman, President and Chief Executive Officer communicates with our entire organization on a weekly basis via email. These emails provide updates on key organizational initiatives, financial performance, as well as industry insights. Additionally, we hold quarterly employee webcasts during which senior management presents financial and strategic information and employees have the opportunity to ask questions.

We continue to recognize employee milestones and acknowledge these achievements with in-person Service Awards that celebrate employees reaching a five-year milestone. Our employees are also invited to attend holiday socials at locations across our service area.

Community Involvement

Our Connecting with Community volunteer initiative is one of the pillars of our philanthropy program. In 2025, we provided our employees with 48 Connecting with Community events to choose from in support of local charitable organizations. In addition to these Connecting with Community opportunities, we encourage our employees to volunteer independently so that they truly bring our community core values to life. In 2025, Univest employees volunteered 15,255 hours. In addition to being generous with their time, our employees also supported our annual fundraiser for the United Way. Through voluntary payroll deductions, Univest employees contributed more than $64 thousand. In 2025, the Corporation partnered with a financial education innovator to provide more than 3,200 students with access to interactive online courses that educate on critical financial topics, as well as post informative articles and videos on social media channels on financial topics, such as budgeting, saving for retirement and tips for first-time homebuyers. During 2025, the Corporation contributed $2.2 million to non-profit organizations to provide financial support to the communities it serves.

Supervision and Regulation

The financial services industry in the United States, particularly for entities that are chartered as banks, is highly regulated by federal and state laws that limit the types of businesses in which banks and their holding companies may engage, and which impose significant operating requirements and limitations on banking entities. This regulatory framework is designed to protect depositors and consumers, the safety and soundness of depository institutions and their holding companies, and the stability of the banking system as a whole. This framework affects the activities and investments of the Corporation and its subsidiaries and gives the regulatory authorities broad discretion in connection with their supervisory, examination and enforcement activities and policies. The discussion below is only a brief summary of some of the significant laws and regulations that affect the Bank and the Corporation, and is not intended to be a complete description of all such laws and regulations.

The Bank is subject to supervision and is regularly examined by the Pennsylvania Department of Banking and Securities and the Federal Reserve Bank of Philadelphia. The Bank is also subject to examination by the FDIC. The agencies maintain significant enforcement authority including, but not limited to, the issuance of cease and desist orders and civil money penalties, removal of directors and officers, and the appointment of a receiver or conservator for a bank in appropriate circumstances.

The Corporation is subject to the reporting requirements of the Board of Governors of the Federal Reserve System (the "Board"), and the Corporation, together with its subsidiaries, is subject to examination by the Board. In addition, the Board has enforcement authority over the Corporation.

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Any change in applicable laws or regulations, whether by Congress, the Pennsylvania legislature, the Pennsylvania Department of Banking and Securities, the Board, the FDIC, or the Securities and Exchange Commission ("SEC") could have a material adverse impact on the Corporation and the Bank and their operations.

Community Reinvestment Act and Fair Lending Laws

All institutions with FDIC deposit insurance have a responsibility under the Community Reinvestment Act ("CRA") and related federal regulations to help meet the credit needs of their communities, including low- and moderate-income borrowers. In connection with its examination of a state member bank, the Board is required to assess the bank's record of compliance with the CRA. A bank's failure to comply with the provisions of the CRA could, at a minimum, result in denial of certain corporate applications such as branches or mergers, or in restrictions on its activities. The CRA requires all FDIC-insured institutions to publicly disclose their rating. The Bank received a "satisfactory" CRA rating in its most recent federal examination.

In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the Board, as well as other federal regulatory agencies and the Department of Justice.

The Bank Secrecy Act, USA PATRIOT Act, and Anti-Money Laundering Regulations

The Bank must comply with the anti-money laundering and countering the financing of terrorism provisions of the Bank Secrecy Act (the "BSA") as amended by the USA PATRIOT Act, and implementing regulations issued by the Board and the Financial Crimes Enforcement Network of the U.S. Department of the Treasury. Together, the BSA and the USA PATRIOT Act require the Bank to implement a compliance program to detect and prevent money laundering, terrorist financing, and illicit crime, to establish a customer identification program and other internal controls, conduct customer due diligence, administer training, maintain specified records, and report suspicious activity, among other things. The USA PATRIOT Act also requires the federal banking agencies to take into consideration the effectiveness of controls designed to combat money laundering activities in determining whether to approve a merger or other acquisition application. Accordingly, if we engage in a merger or other acquisition, our controls designed to combat money laundering would be considered as part of the application process. We have established policies, procedures and systems designed to comply with the BSA, USA PATRIOT Act, and regulations implemented thereunder.

Capital Rules

The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. The risk-based capital standards applicable to the Corporation and the Bank are based on the current standards of the Basel Committee on Banking Supervision, commonly referred to as Basel III. Under the Basel III rules, the minimum capital to risk-adjusted assets requirements include: a common equity Tier 1 capital to risk weighted assets ratio of 4.5% (6.5% to be considered "well capitalized"); a Tier 1 capital to risk weighted assets ratio of 6.0% (8.0% to be considered "well capitalized"); and total capital to risk weighted assets ratio of 8.0% (10.0% to be considered "well capitalized"). The minimum required Tier 1 capital to average assets ratio is 4.0% (5.0% to be considered "well capitalized"). Under current rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity Tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.5% of total risk-weighted assets. See Note 21, "Regulatory Matters" included in the Notes to the Consolidated Financial Statements included herein under Item 8 for further discussion.

Federal law requires, among other things, that federal bank regulators take "prompt corrective action" with respect to institutions that do not meet minimum capital requirements.

Insurance of Deposit Accounts

The Bank's deposits are insured up to applicable limits by the Deposit Insurance Fund of the FDIC. Deposit insurance per account owner is $250,000 for each account ownership category.

The FDIC charges insured depository institutions premiums to maintain the Deposit Insurance Fund. Under the FDIC's risk-based assessment system, institutions deemed less risky pay lower assessments. Assessments for institutions of less than $10 billion of assets are based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of failure within three years.

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The FDIC has authority to increase initial base deposit insurance assessment rates and did so by two basis points beginning in the first quarterly assessment period of 2023. As a result, effective January 1, 2023, assessment rates for institutions of the Bank's size range from 2.5 to 32 basis points. Any significant future increase in insurance premiums would likely have an adverse effect on the operating expenses and results of operations of the Bank. Management cannot predict what insurance assessment rates will be in the future.

Transactions with Affiliates and Loans to Insiders

A state member bank's authority to engage in transactions with its affiliates is generally limited by Sections 23A and 23B of the Federal Reserve Act and by the Act's implementing regulation, Regulation W. An affiliate includes, among other things, a company that controls, or is under common control with, an insured depository institution such as the Bank. In general, "covered transactions" between an insured depository institution and its affiliates, as defined by Section 23A and Regulation W, are subject to certain quantitative limits and collateral requirements. "Covered transactions" with affiliates must be consistent with safe and sound banking practices and may not involve the purchase of low-quality assets. Under Section 23B and Regulation W, transactions with affiliates must generally be on terms that are substantially the same, or at least as favorable to, the institution as comparable transactions with or involving non-affiliates.

The Bank's authority to extend credit to its and its affiliates' directors, executive officers and 10% shareholders (insiders), as well as to entities controlled by such insiders (related interests), is governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and the Act's implementing regulation, Regulation O. Among other things, these provisions generally require that extensions of credit to insiders and their related interests:

•be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and

•not exceed certain limitations on the amount of credit extended to such insiders and their related interests, individually and in the aggregate, which limits are based, in part, on the amount of the Bank's unimpaired capital and unimpaired surplus.

In addition, extensions of credit to insiders or their related interests in excess of certain limits must be approved in advance by a majority of the Bank's board of directors. Extensions of credit to executive officers are subject to additional limits based on the type of credit extension involved.

Prohibitions Against Tying Arrangements

The Bank is prohibited, subject to some exceptions, from extending credit or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution or its affiliates.

Other Laws and Regulations

The Bank's operations are also subject to federal laws and regulations applicable to credit transactions, such as the:

•Truth In Lending Act, governing disclosures of credit terms to consumer borrowers;

•Real Estate Settlement Procedures Act, requiring that borrowers for mortgage loans for one- to four-family residential real estate receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account practices, and prohibiting certain practices that increase the cost of settlement services;

•Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

•Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies;

•Fair Debt Collection Practices Act, governing the manner in which consumer debts may be collected;

•Laws and regulations prohibiting unfair or deceptive acts or practices; and

•Other regulations of the various federal agencies charged with the responsibility of implementing such federal laws and regulations.

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The operations of the Bank are further subject to the:

•Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

•Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and consumer customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services;

•Check Clearing for the 21st Century Act (also known as "Check 21"), which gives "substitute checks," such as digital check images and copies made from that image, the same legal standing as the original paper checks;

•Truth in Savings Act, governing disclosures of deposit account terms to consumers;

•Regulations of the Office of Foreign Assets Control that enforce economic and trade sanctions programs based on United States foreign policy and national security goals; and

•Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution's privacy policy and the opportunity to "opt out" of the sharing of certain personal financial information with unaffiliated third parties.

Corporation as Source of Strength

The Board has issued a policy statement regarding dividends by bank holding companies. In general, the Board's policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization's capital needs, asset quality and overall financial condition. The Board's policies also require that a bank holding company serve as a source of financial and managerial strength to its subsidiary banks by standing ready to use available resources to provide adequate capital funds to those banks during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary. The Dodd-Frank Act and Board regulations codified this policy. The ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized or otherwise suffers financial difficulties. In addition, the Board's regulations and guidance require prior notice to the agency of a bank holding company's payment of dividends or repurchase of its stock under certain circumstances. These regulatory policies could affect the ability of the Corporation to pay dividends, repurchase its stock or otherwise engage in capital distributions. The Bank is also subject to limitations and requirements under state and federal law with respect to capital distributions, including payment of dividends to the Corporation.

Non-Banking Activities

A bank holding company such as the Corporation is generally prohibited from engaging in non-banking activities, or acquiring direct or indirect control of more than 5% of the voting securities of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the Board has determined by regulation to be so closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing securities brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings association whose direct and indirect activities are limited to those permitted for bank holding companies.

Change in Bank Control Act and Bank Holding Company Act Requirements

Under the Change in Bank Control Act, no person or group of persons may acquire "control" of a bank holding company, such as the Corporation, unless the Board has been given 60 days' prior written notice and has not issued a notice disapproving the proposed acquisition, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition. Control, as defined under the Change in Bank Control Act and its implementing regulations, means the power, directly or indirectly, to direct the management or policies of an insured depository institution, or owning, controlling, or holding with power to vote 25% or more of any class of voting stock. There is a rebuttable presumption of control if, immediately after the transaction, the acquiring person will own, control, or hold with power to vote 10% or more of a class of voting stock, and if (i) the holding company involved has its shares registered under the Securities Exchange Act of 1934, or, (ii) if no other person will own, control or hold the power to vote a greater percentage of that class of voting stock after the acquisition.

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In addition, the Bank Holding Company Act ("BHCA") prohibits any company from acquiring control of a bank or bank holding company, or ownership or control of any voting shares of any bank or bank holding company if after such acquisition it would own or control, directly or indirectly, more than 5% of the voting shares of such bank or bank holding company, without first having obtained the approval of the Board. Among other circumstances, under the BHCA, a company has control of a bank or bank holding company if the company owns, controls or has power to vote 25% or more of any class of voting securities of the bank or bank holding company, controls in any manner the election of a majority of directors or trustees of the bank or bank holding company, or the Board has determined, after notice and opportunity for hearing, that the company directly or indirectly exercises a controlling influence over the management or policies of the bank or bank holding company. The Board has established presumptions of control under which the acquisition of control of 5% or more of a class of voting securities of a bank holding company, together with other factors enumerated by the Board, could constitute the acquisition of control of a bank or bank holding company for purposes of the BHCA. In approving bank or bank holding company acquisitions, the Board is required to consider, among other things, the effect of the acquisition on competition, the financial condition, managerial resources and future prospects of the bank holding company and the banks concerned, the convenience and needs of the communities to be served (including the record of performance under the CRA), the effectiveness of the applicant in combating money laundering activities, and the extent to which the proposed acquisition would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. Our ability to make future acquisitions will depend on our ability to obtain approval for such acquisitions from the Board. The Board could deny our application based on the above criteria or other considerations.

Federal Securities Laws

Our common stock is registered with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We are also subject to the proxy rules, tender offer rules, insider trading restrictions, annual and periodic reporting (discussion below), and other requirements of the Exchange Act.

Sarbanes-Oxley Act of 2002

The Corporation is subject to the Sarbanes-Oxley Act of 2002 ("SOX"). SOX created new standards of corporate governance and imposed additional requirements on the board of directors and management of public companies. SOX also requires that the chief executive officer and chief financial officer certify the accuracy of periodic reports filed with the SEC. Pursuant to Section 404 of SOX ("SOX 404"), management of the Corporation is required to furnish a report on internal control over financial reporting, identify any material weaknesses in its internal controls over financial reporting and assert that such internal controls are effective. The Corporation remained in compliance with SOX 404 during 2025. The Corporation must maintain effective internal controls, which requires an on-going commitment by management and oversight by the Corporation's Audit Committee. The process has and will continue to require substantial resources in both financial costs and human capital.

Wealth Management and Insurance Businesses

The Corporation's wealth management and insurance businesses are subject to additional regulatory requirements. The securities brokerage activities of Girard Investment Services, LLC are subject to regulation by the SEC, the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation. Girard Advisory Services, LLC and Girard Pension Services, LLC are registered investment advisory firms which are subject to regulation by the SEC. Univest Insurance, LLC and Girard Investment Services, LLC are licensed by the Pennsylvania Insurance Department and are subject to Pennsylvania law and the Pennsylvania Insurance Department's regulations.

Credit and Monetary Policies

The Bank is affected by the fiscal and monetary policies of the federal government and its agencies, including the Board. An important function of these policies is to curb inflation and control recessions through control of the supply of money and credit. The Board uses its powers to regulate reserve requirements of member banks, the discount rate on member bank borrowings, interest rates on time and savings deposits of member banks, and to conduct open-market operations in United States Government securities to exercise control over the supply of money and credit. The policies have a direct effect on the amount of Bank loans and deposits and on the interest rates charged on loans and paid on deposits, with the result that the policies have a material effect on Bank earnings. Future policies of the Board and other authorities cannot be predicted, nor can their effect on future Bank earnings.

The Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks ("FHLBanks"), that are subject to supervision and regulation by the Federal Housing Finance Agency. The FHLBanks provide

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a central credit facility primarily for member institutions. The Bank, as a member of the Federal Home Loan Bank of Pittsburgh ("FHLB"), is required to acquire and hold shares of capital stock in the FHLB.

Securities and Exchange Commission Reports

The Corporation makes available free-of-charge its reports that are electronically filed with the SEC including its Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports on its website as a hyperlink to the SEC's Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system. These reports are available as soon as reasonably practicable after the material is electronically filed. The Corporation's website address is www.univest.net. Information included on the Corporation's website is not part of this Annual Report on Form 10-K. The Corporation will provide at no charge a copy of the SEC Form 10-K annual report for the year 2025 to each shareholder who requests one in writing. Requests should be directed to: Megan Duryea Santana, Corporate Secretary, Univest Financial Corporation, P.O. Box 197, Souderton, PA 18964.

The SEC maintains an internet site that contains the Corporation's SEC filings electronically at www.sec.gov.

Information about our Executive Officers

Name			Age			Current Primary Positions			Current Position Since
Jeffrey M. Schweitzer			52			Chair of the Board, President and Chief Executive Officer of the Corporation and Chair of the Board and Chief Executive Officer of the Bank. (Has been employed by the Corporation since 2007, previously holding the roles of Chief Operating Officer and Chief Financial Officer of the Corporation).			2024
Brian J. Richardson			43			Senior Executive Vice President and Chief Financial Officer of the Corporation and the Bank (Has been employed by the Corporation since 2016, most recently as Director of Finance prior to his current position).			2019
Michael S. Keim			58			Senior Executive Vice President and Chief Operating Officer of the Corporation, President and Director of the Bank (Has been employed by the Corporation since 2008, most recently as Senior Executive Vice President and Chief Financial Officer of the Corporation and Bank, prior to his current position).			2015
Megan D. Santana			50			Senior Executive Vice President, General Counsel and Chief Risk Officer of the Corporation and the Bank (Has been employed by the Corporation since 2016 as General Counsel prior to her current position).			2018
Patrick C. McCormick			48			Senior Executive Vice President and Chief Commercial Banking Officer of the Bank. (Has been employed by the Bank since 2022 as Executive Vice President and Chief Credit Officer prior to his current position. Prior to joining the Bank, he was Chief Credit Officer at WSFS Bank from 2015 to2022).			2023
Eleni S. Monios			61			Executive Vice President and Chief Credit Officer of the Bank. (Has been employed by the Bank since 2022, most recently as a Regional Credit Officer. Prior to joining the Bank, she was an Executive Vice President and Market Manager for M&T Bank from 2014-2022).			2023

Item 1A.     Risk Factors

An investment in the Corporation's common stock is subject to risks inherent to the Corporation's business. Before making an investment, you should carefully consider the risks and uncertainties described below, together with all of the other information included or incorporated by reference in this report. This report is qualified in its entirety by these risk factors.

Risks Related to Market Interest Rates

Our results of operations may be adversely affected by credit losses relating to our investment portfolio.

We maintain an investment portfolio, including available-for-sale and held-to-maturity securities. We are required to record charges to earnings if we determine a decline in fair value of these investments has resulted from credit losses. Numerous factors, including changes in market interest rates, the lack of liquidity for resales of certain investment securities, the absence of reliable pricing information for investment securities, adverse changes in the business climate, the impact of the imposition of tariffs, adverse regulatory or political actions, any changes to the rating of the security by a rating agency, unanticipated changes in the competitive environment and limited investor demand, could have a negative effect on our investment portfolio. Credit loss charges would negatively impact our earnings and regulatory capital ratios.

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We are subject to interest rate risk.

Our profitability is dependent to a large extent on our net interest income. Like most financial institutions, we are affected by changes in general interest rates and by other economic factors beyond our control. Changes in interest rates influence not only the interest we receive on loans and investment securities and the amount of interest we pay on deposits and borrowings, but such changes could also affect our ability to originate loans and obtain and retain deposits and the fair value of our financial assets and liabilities. Although we have implemented strategies to reduce the potential effects of changes in interest rates on our results of operations, any substantial and prolonged change in market interest rates could adversely affect our operating results.

Net interest income may decline in a particular period if:

•in a declining interest rate environment, more interest-earning assets than interest-bearing liabilities reprice or mature, or

•in a rising interest rate environment, more interest-bearing liabilities than interest-earning assets re-price or mature.

Our net interest income may decline based on our exposure to a difference in short-term and long-term interest rates. When short-term rates are higher than long-term rates, that is referred to as an inverted yield curve. Should the yield curve invert, the difference between rates paid on deposits and received on loans could narrow significantly resulting in a decrease in net interest income and our profitability. Our interest-bearing liabilities generally have shorter contractual maturities than our interest-earning assets. This imbalance can create significant earnings volatility because market interest rates change over time. In a period of declining interest rates, the interest income we earn on our interest-earning assets may decrease more rapidly than the interest we pay on our interest-bearing liabilities, as borrowers prepay mortgage loans and as mortgage-backed securities and callable investment securities are called, requiring us to reinvest those cash flows at lower, prevailing interest rates. Conversely, in a period of rising interest rates, the interest income we earn on our interest-earning assets may not increase as rapidly as the interest we pay on deposits and other interest-bearing liabilities. In addition to these factors, if market interest rates rise rapidly, interest rate adjustment caps may limit increases in the interest rates on adjustable-rate loans, thus reducing our net interest income. In a period of rising interest rates, increases in interest rates may adversely affect the ability of our borrowers to make loan repayments on adjustable-rate loans, as the interest owed on such loans would increase as interest rates increase. Furthermore, increases in interest rates may adversely affect our ability to originate loans. Also, certain adjustable-rate loans re-price based on lagging interest rate indices. This lagging effect may also negatively impact our net interest income when general interest rates continue to rise periodically.

Any substantial, unexpected or prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. While we pursue an asset/liability strategy designed to mitigate our risk from changes in interest rates, changes in interest rates can still have a material adverse effect on our financial condition and results of operations.

Changes in the estimated fair value of debt securities may reduce stockholders' equity.

At December 31, 2025, the Corporation maintained a debt securities portfolio of $494.3 million, of which $371.3 million was classified as available-for-sale. The estimated fair value of the available-for-sale debt securities portfolio may change depending on changes in interest rates, the credit quality of the underlying issuer, market liquidity and other factors. Stockholders' equity increases or decreases by the amount of the change in the unrealized gain or loss (the difference between the estimated fair value and the amortized cost) of the available-for-sale debt securities portfolio, net of the related tax expense or benefit, under the category of accumulated other comprehensive income (loss). At December 31, 2025, accumulated other comprehensive income was $13.6 million related to unrealized holding gains in the available-for-sale investment securities portfolio. A decline in the estimated fair value of this portfolio will result in a decline in stockholders' equity, as well as book value per common share. The decrease will occur even though the securities are not sold.

Risks Related to Our Lending Activities

We are subject to lending risk.

Risks associated with lending are impacted by, among other things, changes in interest rates and economic conditions, which may adversely impact the ability of borrowers to repay outstanding loans and the value of the associated collateral. Various laws and regulations also affect our lending activities, and failure to comply with such applicable laws and regulations could subject us to enforcement actions and civil monetary penalties.

At December 31, 2025, approximately 79.7% of our loan and lease portfolio consisted of commercial, financial and agricultural, commercial real estate and construction loans and leases, which are generally perceived as having more risk of

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default than residential real estate loans. Commercial business, commercial real estate and construction loans are more susceptible to a risk of loss during a downturn in the business cycle. These types of loans involve larger loan balances to a single borrower or groups of related borrowers. These loans also expose us to greater credit risk than loans secured by residential real estate because the collateral securing these loans typically cannot be liquidated as easily as residential real estate. If we foreclose on these loans, our holding period for the collateral typically is longer than for a single or multi-family residential property because there are fewer potential purchasers of the collateral. Commercial real estate loans may be affected to a greater extent than residential loans by adverse conditions in real estate markets or the economy because commercial real estate borrowers' ability to repay their loans depends on successful development of their properties and the successful operation of the borrower's business.

Loans secured by properties where repayment is dependent upon payment of rent by third party tenants or the sale of the property may be impacted by loss of tenants or lower lease rates needed to attract new tenants.

Commercial business loans and leases are typically affected by the borrowers' ability to repay the loans from the cash flows of their businesses. These loans may involve greater risk because the availability of funds to repay each loan depends substantially on the success of the business itself. The collateral securing the loans and leases often depreciates over time, is difficult to appraise and liquidate and fluctuates in value based on the success of the business. In addition, many commercial business loans have a variable rate that is indexed off of a floating rate such as the Prime Rate or the Secured Overnight Financing Rate ("SOFR"). If interest rates rise, the borrower's debt service requirement may increase, negatively impacting the borrower's ability to service their debt.

Risk of loss on a construction loan depends largely upon whether our initial estimate of the property's value at completion of construction equals or exceeds the cost of the property construction (including interest). During the construction phase, a number of factors can result in delays and cost overruns. If our estimates of value are inaccurate or if actual construction costs exceed estimates, the value of the property securing the loan may be insufficient to ensure full repayment when completed. Included in real estate-construction is tract development financing, which has greater risk because of the potential for diminished demand for residential housing and decreases in real estate valuations. When projects move slower than anticipated, the properties may have significantly lower values than when the original underwriting was completed, resulting in lower collateral values to support the loan. Extended time frames may also cause the interest carrying cost for projects to be higher than the builder projected, negatively impacting the builder's profit and cash flows and, therefore, their ability to make principal and interest payments.

An increase in nonperforming loans and leases from these types of loans could result in an increase in the provision for credit losses and an increase in loan and lease charge-offs. The risk of credit losses on loans and leases increases if the economy worsens.

Our allowance for credit losses on loans and leases may be insufficient, and an increase in the allowance would reduce earnings.

We maintain an allowance for credit losses on loans and leases. The allowance is established through a provision for credit losses on loans and leases based on management's evaluation of current expected credit losses in our loan portfolio factoring in current and forecasted economic conditions. The allowance is based upon a number of factors, including the size and composition of the loan and lease portfolio, asset classifications, economic trends, industry loss experience and trends, industry and geographic concentrations, collateral values, historical loan and lease loss experience and loan underwriting policies. In addition, we evaluate all loans and leases identified as not sharing similar risk characteristics with other pooled loans and leases and augment the allowance based upon our estimation of the potential loss associated with those individually analyzed loans and leases. Additions to our allowance for credit losses on loans and leases decrease our net income.

If the evaluation we perform in connection with establishing loan and lease loss reserves is wrong or the assumptions on which we rely prove to be incorrect, our allowance for credit losses on loans and leases may not be sufficient to cover our losses or adjustments may be necessary to address different economic conditions or adverse development in the loan portfolio, which would have an adverse effect on our operating results.

The regulators, in reviewing our loan and lease portfolio as part of a regulatory examination, may from time to time require us to increase our allowance for credit losses, thereby negatively affecting our earnings, financial condition and capital ratios. Moreover, additions to the allowance may be necessary based on changes in economic and real estate market conditions, new information regarding existing loans and leases, identification of additional impaired loans and leases and other factors, both within and outside of our control. Additions to the allowance would have a negative impact on our results of operations.

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Changes in economic conditions and the composition of our loan and lease portfolio could lead to higher loan charge-offs and/or an increase in our provision for credit losses, which may reduce our net income.

Changes in national and regional economic conditions could impact our loan and lease portfolios. For example, an increase in unemployment, an increase in inflation, potential recessionary conditions, the imposition of tariffs, a decrease in real estate values or changes in interest rates, as well as other factors, could weaken the economies of the communities we serve. Weakness in the market areas we serve could depress our earnings as customers may not demand our products or services, borrowers may not be able to repay their loans, the value of the collateral securing our loans to borrowers may decline and/or the quality of our loan portfolio may decline. Any of these scenarios could require us to charge-off loans, which could result in an increase to our provision for credit losses on loans and leases, which would reduce our net income and capital levels.

Concentrations of loans in certain industries could have adverse effects on credit quality.

The concentration and mix of our assets could increase the potential for credit losses. In the ordinary course of business, we may have heightened credit exposure to a particular industry, geography, asset class or financial market. Although there are limitations on the extent of total exposure to an individual consumer or business borrower, events adversely affecting specific customers or counterparties, industries, geographies, asset classes or financial markets, including a decline in their creditworthiness or a worsening overall risk profile, could materially affect us. The schedule on page 43 provides a break-out of our loan portfolio by certain loan and industry types.

We depend on the accuracy and completeness of information about customers and counterparties.

In deciding whether to extend credit or enter into other transactions with customers and counterparties, we rely on information furnished to us by or on behalf of customers and counterparties, including financial statements and other financial information. We also rely on representations of customers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit to clients, we may assume that a customer's audited financial statements conform to U.S. generally accepted accounting principles ("U.S. GAAP") and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. Our earnings are significantly affected by our ability to properly originate, underwrite and service loans. Our financial condition, results of operations and capital could be negatively impacted to the extent we incorrectly assess the creditworthiness of our borrowers, fail to detect or respond to deterioration in asset quality in a timely manner, or rely on financial statements that do not comply with U.S. GAAP or are materially misleading.

We are subject to environmental liability risk associated with lending activities.

In the course of our business, we may foreclose and take title to real estate and could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or the release of hazardous or toxic substances at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Our policies and procedures require environmental factors to be considered during the loan application process. An environmental review is performed before initiating any commercial foreclosure action; however, these reviews may not be sufficient to detect all potential environmental hazards. Possible remediation costs and liabilities could have a material adverse effect on our financial condition.

Risks Related to Our Operations

Our controls and procedures may fail or be circumvented.

Our management and board review and update our internal controls over financial reporting, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure to follow or circumvention of these controls, policies and procedures could have a material adverse impact on our financial condition and results of operations.

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We may not be able to attract and retain skilled people.

We are dependent on the ability and experience of a number of key management personnel who have substantial experience with our operations, the financial services industry, and the markets in which we offer products and services. Competition for qualified employees and personnel in the banking industry is intense. The process of recruiting personnel with the combination of skills and attributes required to carry out our strategies is often lengthy. The loss of one or more senior executives or key managers may have an adverse effect on our businesses. We maintain change in control agreements and grant equity awards with time-based vesting with certain executive officers to aid in our retention of these individuals. Our success depends on our ability to continue to attract, manage, and retain these and other qualified management personnel.

A lack of liquidity could adversely affect our financial condition and results of operations.

Liquidity is essential to our business. We rely on our ability to generate deposits and effectively manage the repayment of our liabilities to ensure that there is adequate liquidity to fund operations. An inability to raise funds through deposits, borrowings, the sale and maturities of loans and securities and other sources could have a substantial negative effect on liquidity. Our most important source of funds is our deposits. Deposit balances can decrease when customers perceive alternative investments as providing a better risk adjusted return, which are strongly influenced by such external factors as the direction and level of interest rates, local and national economic conditions and the availability and attractiveness of alternative investments. Further, the demand for deposits may be reduced due to a variety of factors such as negative trends in the banking sector, the level of and/or composition of our uninsured deposits, demographic patterns, changes in customer preferences, reductions in consumers' disposable income, the monetary policy of the FRB or regulatory actions that decrease customer access to particular products. If customers move money out of bank deposits and into other investments such as money market funds, we would lose a relatively low-cost source of funds, which would increase our funding costs and reduce net interest income. Any changes made to the rates offered on deposits to remain competitive with other financial institutions may also adversely affect profitability and liquidity. Other primary sources of funds consist of cash flows from operations, maturities and sales of investment securities and/or loans, brokered deposits, borrowings from the FHLB and/or FRB discount window, and unsecured borrowings. We also may borrow funds from third-party lenders, such as other financial institutions. Our access to funding sources in amounts adequate to finance or capitalize our activities, or on terms that are acceptable, could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry, a decrease in the level of our business activity as a result of a downturn in markets or by one or more adverse regulatory actions against us or the financial sector in general. Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet expenses, or to fulfill obligations such as meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.

If we lose a significant portion of our low-cost deposits, it would negatively impact our liquidity and profitability.

Our profitability depends in part on our success in attracting and retaining a stable base of low-cost deposits. At December 31, 2025, 20% of our deposit base was comprised of noninterest-bearing deposits, of which 13% consisted of business deposits, which were primarily operating accounts for businesses, and 7% consisted of consumer deposits. The competition for these deposits is strong and customers are increasingly seeking investments with higher interest rates that are safe, including the purchase of U.S. Treasury securities and other government-guaranteed obligations, as well as the establishment of accounts at the largest, most well-capitalized banks. If we were to lose a significant portion of our low-cost deposits, it would negatively impact our liquidity and profitability.

Our information technology systems, and the systems of third parties upon which we rely, may experience a failure, interruption or breach in security, which could negatively affect our operations and reputation.

We heavily rely on information technology systems, including the systems of third-party service providers, to conduct our business. Any failure, interruption, or breach in security or operational integrity of these systems could result in failures or disruptions in our customer relationship management and general ledger, deposit, loan, and other systems. While we have policies and procedures designed to prevent or limit the impact of any failure, interruption, or breach in our security systems (including cyber-attacks), there can be no assurance that such events will not occur or if they do occur, that they will be adequately addressed. Information security and cyber security risks have increased significantly in recent years because of new technologies and the increased number of employees working remotely and the increased use of the Internet and other electronic delivery channels (including mobile devices) to conduct financial transactions. Accordingly, we may be required to expend additional resources to enhance our protective measures or to investigate and remediate any information security vulnerabilities or exposures. The occurrence of any system failures, interruptions, or breaches in security could expose us to

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reputation risk, litigation, regulatory scrutiny and possible financial liability that could have a material adverse effect on our financial condition and results of operations.

Although we take protective measures to maintain the confidentiality, integrity and availability of information, our computer systems, software and networks may be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, unavailability of service, computer viruses or other malicious code, cyber-attacks and other events that could have an adverse security impact. Furthermore, we may not be able to ensure that all of our clients, suppliers, counterparties and other third parties have appropriate controls in place to protect themselves from cyber-attacks or to protect the confidentiality of the information that they exchange with us, particularly where such information is transmitted by electronic means. Although we have developed, and continue to invest in, systems and processes that are designed to detect and prevent security breaches and cyber-attacks, a breach of our systems and global payments infrastructure or those of our fintech vendors and processors could result in: losses to us and our customers; loss of business and/or customers; damage to our reputation; the incurrence of additional expenses (including the cost of investigation and remediation and the cost of notification to consumers, credit monitoring and forensics, and fees and fines imposed by the card networks); disruption to our business; an inability to grow our online services or other businesses; additional regulatory scrutiny, investigation or penalties; and/or exposure to civil litigation and possible financial liability - any of which could have a material adverse effect on our reputation, business, financial condition and results of operations. Although the impact to date for these types of events has not had a material impact on us, we cannot be sure this will be the case in the future.

Our risk and exposure to cyber-attacks or other information security breaches remains heightened because of, among other things, the evolving nature of these threats, our plans to continue to enhance our internet banking and mobile banking channel strategies, our expanded geographic footprint and that a portion of our employee base works remotely. There continues to be a rise in security breaches and cyber-attacks within the financial services industry, especially in the commercial banking sector. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

Disruptions or failures in the physical infrastructure or operating systems that support our businesses, customers or third parties, or cyber-attacks or security breaches of the networks, systems or devices that our customers or third parties use to access our products and services could result in customer attrition, financial losses, the inability of our customers or vendors to transact business with us, violations of applicable privacy and other laws, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially adversely affect our results of operations or financial condition.

The failure to maintain current technologies, and the costs to update technology, could negatively impact the Corporation's business and financial results.

Our future success depends, in part, on our ability to effectively embrace technology to better serve customers and reduce costs. We have been required, and may be required in the future, to expend additional resources to employ the latest technologies. Failure to keep pace with technological change could potentially have an adverse effect on our business operations and financial condition and results of operations.

Our reliance on and integration of artificial intelligence ("AI") and machine learning ("ML") technologies expose us to various risks, including operational, data, regulatory, and reputational risks, which could materially affect our business and financial results.

•Operational and Model Risk: AI/ML models may rely on complex algorithms and vast datasets. Errors, biases, or generating false information in these models, or unexpected system failures, could lead to flawed decisions, financial losses, compliance failures, or degraded customer experiences, impacting profitability and client retention. We utilize certain AI/ML models provided by third-party vendors, including models used for credit scoring and fraud detection, and may use other AI/ML models in the future.

•Data Security and Privacy: AI systems may process sensitive customer data. Security breaches or unauthorized access to these systems could result in data theft, loss of intellectual property, and significant penalties, damaging customer trust.

•Regulatory and Compliance Risk: The regulatory landscape for AI is rapidly evolving. New laws could impose costly compliance burdens, restrict AI use, or introduce liabilities, particularly concerning algorithmic bias and fair lending practices (e.g., "digital redlining"), potentially increasing operational costs and limiting service offerings.

•Talent and Third-Party Risk: Attracting and retaining skilled AI professionals is crucial and competitive. We also depend on third-party AI vendors, creating dependency risks and potential issues with data handling, model reliability, and licensing, all of which could disrupt operations. While we do not currently develop AI or ML models internally,

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future expansion of our AI capabilities may require specialized technical skillsets, and we could face challenges attracting and retaining qualified AI talent if those needs arise.

•Reputational and Ethical Risk: Misuse of AI, biased outcomes, or privacy violations can harm our brand, erode customer confidence, and attract negative public attention, potentially affecting demand for our services.

If we cannot effectively manage these challenges, including adapting to rapid technological change and ensuring responsible AI governance, our reputation, competitive position, and financial performance could be significantly harmed.

Our Board of Directors relies on management and outside consultants in overseeing cybersecurity risk management.

The Board of Directors has established an Enterprise-Wide Risk Management Committee. The Chief Risk Officer is the primary management liaison to the Enterprise-Wide Risk Management Committee. The Enterprise-Wide Risk Management Committee provides oversight, from a risk perspective, of information systems security, among other things. In that regard, the Chief Information Security Officer provides information security updates to the Enterprise-Wide Risk Management Committee at each Enterprise-Wide Risk Management Committee meeting. We also engage outside consultants to support our cybersecurity efforts. While select members of the Enterprise-Wide Risk Management Committee have experience in cybersecurity risk management in other business entities comparable to the Corporation, directors rely on the Chief Risk Officer, the Chief Information Security Officer and consultants for cybersecurity guidance.

We are a community bank and our ability to maintain our reputation is critical to the success of our business. The failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for integrity, reliability, customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, cybersecurity incidents, errors in the use of artificial intelligence and questionable or fraudulent activities of our customers. In addition, third parties with whom the Corporation has relationships may take actions over which the Corporation has limited control that could negatively impact perceptions about the Corporation or the financial services industry. The proliferation of social media may increase the likelihood that negative information about the Corporation, whether or not accurate, could impact the Corporation's reputation and business. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers and employees, costly litigation and increased governmental regulation, all of which could adversely affect our business and operating results.

We borrow from the Federal Home Loan Bank, the Federal Reserve and correspondent banks, and these lenders could modify or terminate their current programs, which could have an adverse effect on our liquidity and profitability.

We utilize the FHLB for overnight borrowings and term advances. We also borrow from the Federal Reserve and from correspondent banks under our federal funds lines of credit. The amount loaned to us is generally dependent on the value of the collateral pledged as well as the FHLB's internal credit rating of the Bank. These lenders could reduce the percentages loaned against various collateral categories, could eliminate certain types of collateral and could otherwise modify or even terminate their loan programs, particularly to the extent they are required to do so, because of capital adequacy or other balance sheet concerns about us. Any change or termination of our borrowings from the FHLB, the Federal Reserve or correspondent banks would have an adverse effect on our liquidity and profitability.

Other Risks Related to Our Business

Natural disasters, acts of war or terrorism, outbreaks or escalations of hostilities and other external events could negatively impact us.

Natural disasters, acts of war or terrorism, outbreaks or escalations of hostilities, the emergence of widespread health emergencies or pandemics and other adverse external events could have a significant impact on our ability to conduct business. In addition, such events could affect the stability of our deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause us to incur additional expenses. We have established disaster recovery policies and procedures that are expected to mitigate events related to natural or man-made disasters; however, the occurrence of any such event and the impact of an overall economic decline resulting from such a disaster could have a material adverse effect on our financial condition and results of operations.

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Risks Related to Economic Conditions

Inflation can have an adverse impact on our business and on our customers.

Inflation risk can negatively impact the value of assets or income from investments as inflation decreases the value of money. Inflation rose sharply at the end of 2021 and remained elevated through the first half of calendar 2024, before beginning to moderate in the latter half of 2024 and into calendar 2025. However, inflation levels continue to exceed the Federal Reserve Board's long-term target of 2.0%. As discussed above under “Risks Related to Market Interest Rates – We are subject to interest rate risk,” as inflation increases and market interest rates rise the value of our investment securities, particularly those with longer maturities, would decrease, although this effect can be less pronounced for floating rate instruments. In addition, inflation generally increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our non-interest expenses. Furthermore, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us.

Our earnings are impacted by general business and economic conditions.

Our operations and profitability are impacted by general business and economic conditions, including long-term and short-term interest rates, the shape of the interest rate curve, inflation, the imposition of tariffs or other domestic or international governmental policies, money supply, supply chain issues, political issues, legislative, tax, accounting and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, values of real estate and other collateral and the strength of the U.S. economy and the local economies in which we operate, all of which are beyond our control. Negative changes in these general business and economic conditions could have the following consequences, any of which could have a material adverse effect on the business, financial condition, liquidity and results of operations:

•demand for the products and services may decline;

•our allowance for credit losses may increase;

•loan delinquencies, problem assets, and foreclosures may increase;

•our funding costs and noninterest expenses may increase;

•the value of our securities portfolio may decrease;

•collateral for loans, especially real estate, may decline in value, thereby reducing customers' borrowing power, and reducing the value of assets and collateral associated with existing loans; and

•the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments.

Our profitability is affected by economic conditions in our markets.

Unlike larger regional banks that operate in large geographies, we provide banking and financial services to customers primarily in 19 counties in the Southeastern, Central and Western regions of Pennsylvania, three counties in New Jersey and five counties in Maryland. Because of our geographic concentration, a downturn in the local economies could make it more difficult to attract loans and deposits, and could cause higher losses and delinquencies on our loans than if the loans were more geographically diversified. Adverse economic conditions in the region, including, without limitation, declining real estate values or higher unemployment, could cause our levels of nonperforming assets and loan losses to increase. Regional economic conditions have a significant impact on the ability of borrowers to repay their loans as scheduled. A sluggish local economy could, therefore, result in losses that materially and adversely affect our financial condition and results of operations.

Interruption of our customers' supply chains could negatively impact their business and operations and impact their ability to repay their loans.

Any material interruption in our customers' supply chains, such as a material interruption of the resources required to conduct their business, such as those resulting from interruptions in service by third-party providers, trade restrictions, such as increased tariffs or quotas, embargoes or customs restrictions, restrictions in federal subsidies or grants, social or labor unrest, natural disasters, epidemics or pandemics or political disputes and military conflicts, that cause a material disruption in our customers' supply chains, could have a negative impact on their business and ability to repay their borrowings with us. In the event of disruptions in our customers' supply chains, the labor and materials they rely on in the ordinary course of business may not be available at reasonable rates or at all. Additionally, changes in distribution of federal funds or freezing federal funds, including reductions in federal workforce causing unemployment, could have an adverse effect on the ability of consumers and businesses to pay debts and/or affect the demand for loans and deposits.

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Risks Related to Regulation

The fiscal, monetary and regulatory policies of the federal government and its agencies could have an adverse effect on our results of operations.

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the FRB. An important function of the FRB is to regulate the money supply and credit environment. Among the instruments used by the FRB to implement these objectives are open market purchases and sales of U.S. Government securities, adjustments of the discount rate and changes in banks' reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. The FRB's policies determine in large part the cost of funds for lending and investing and the return earned on those loans and investments, both of which affect our net interest margin. Its policies can also adversely affect borrowers, potentially increasing the risk that they may fail to repay their loans. The monetary policies and regulations of the FRB have had a significant effect on the overall economy and the operating results of financial institutions in the past and are expected to continue to do so in the future.

Additionally, Congress and the administration through executive orders controls fiscal policy through decisions on taxation and expenditures. Depending on industries and markets involved, changes to tax law and increased or reduced public expenditures could affect us directly or the business operations of our customers.

Changes in Federal Reserve and other governmental policies, fiscal policy, and our regulatory environment generally are beyond our control, and we are unable to predict what changes may occur or the manner in which any future changes may affect our business, financial condition and results of operations.

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

We are subject to extensive regulation, supervision, and examination by our regulators. Regulation by these agencies is intended primarily for the protection of our depositors and the deposit insurance fund and not for the benefit of our shareholders. The Bank's activities are also regulated under consumer protection laws applicable to our lending, deposit, and other activities. A material claim against the Bank under these laws or an enforcement action by our regulators could have a material adverse effect on our financial condition and results of operations. These regulations, along with the currently existing tax, accounting, securities, deposit insurance and monetary laws, rules, standards, policies, and interpretations, control the ways financial institutions conduct business, implement strategic initiatives, and prepare financial reporting and disclosures. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the ability to impose restrictions on our operations and comment on the classification of our assets and the level of our allowance for credit losses. Changes in such regulation and oversight, whether in the form of regulatory or enforcement policy, new regulations, executive orders, legislation or supervisory action, may have a material impact on our operations. Further, compliance with such regulation may increase our costs and limit our ability to pursue business opportunities.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs and procedures to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury's Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, these policies and procedures may not be effective in preventing violations of these laws and regulations.

Risks Related to the Wealth Management Industry

Revenues and profitability from our wealth management business may be adversely affected by any reduction in assets under management, which could reduce fees earned.

The majority of the revenue from the wealth management business consists of trust, investment advisory and brokerage and other servicing fees. Substantial revenues are generated from investment management contracts with clients. Under these contracts, the investment advisory fees paid to us are typically based on the market value of assets under management. Assets

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under management may decline for various reasons including declines in the market value of the assets in the funds and accounts managed, which could be caused by price declines in the securities markets generally or by price declines in specific market segments. Assets under management may also decrease due to redemptions and other withdrawals by clients or termination of contracts. This could be in response to adverse market conditions or in pursuit of other investment opportunities. If our assets under management decline and there is a related decrease in fees, it will negatively affect our results of operations.

We may not be able to attract and retain wealth management clients.

Due to strong competition, our wealth management business may not be able to attract and retain clients. Competition is strong because there are numerous well-established and successful investment management and wealth advisory firms with which we compete, including commercial banks and trust companies, investment advisory firms, mutual fund companies, stock brokerage firms, and other financial companies. Many of our competitors have greater resources than we have.

Our ability to successfully attract and retain wealth management clients is dependent upon our ability to compete with competitors' investment products, our level of investment performance, our client services, our fees and marketing and distribution capabilities. If we are not successful, our results of operations and financial condition may be negatively impacted.

The wealth management business is subject to extensive regulation, supervision and examination by regulators, and any enforcement action or adverse changes in the laws or regulations governing our business could decrease our revenues and profitability.

The wealth management business is subject to regulation by regulatory agencies that are charged with safeguarding the integrity of the securities and other financial markets and with protecting the interests of customers participating in those markets. In the event of non-compliance with regulation, governmental regulators, including the SEC and the Financial Industry Regulatory Authority, may institute administrative or judicial proceedings that may result in censure, fines, civil money penalties, the issuance of cease-and-desist orders, the deregistration or suspension of the non-compliant introducing broker-dealer or investment adviser or other adverse consequences. The imposition of any such penalties or orders could have a material adverse effect on the wealth management segment's operating results and financial condition. The wealth management business also may be adversely affected as a result of new or revised legislation or regulations. Regulatory changes have imposed and may continue to impose additional costs, which could adversely impact our profitability.

Risks Related to the Insurance Industry

Revenues and profitability from our insurance business may be adversely affected by market conditions, which could reduce insurance commissions and fees earned.

The revenues of our fee-based insurance business are derived primarily from commissions from the sale of insurance policies, which commissions are generally calculated as a percentage of the policy premium. These insurance policy commissions can fluctuate as insurance carriers change the premiums on the insurance products we sell. Due to the cyclical nature of the insurance market and the impact of other market and macroeconomic conditions on insurance premiums, commission levels may vary. The reduction of these commission rates, along with general volatility and/or declines in premiums, may adversely impact our profitability.

Risks Related to Competition

We operate in a highly competitive industry and market area, which could adversely impact its business and results of operations.

We face substantial competition from a variety of different competitors. Our competitors, including commercial banks, community banks, savings institutions, credit unions, consumer finance companies, insurance companies, securities dealers, brokers, mortgage bankers, investment advisors, money market mutual funds and other financial technology and financial institutions, compete with us for loans and deposits and insurance and wealth management services. Increased competition in our markets may result in reduced loans and deposits, less wealth management fees or insurance revenues or may negatively impact the pricing of such products and services.

Many of these competing institutions have much greater financial and marketing resources than we have. Due to their size, many competitors can achieve larger economies of scale and may offer a broader range of products and services, more accessible branch locations, higher lending limits or more favorable pricing than we can. If we are unable to compete effectively in the offerings of our products and services, our business may be negatively affected. Additionally, these

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competitors may offer more favorable interest rates than we do, which could decrease the loans or deposits that we attract or require us to adjust our rates to retain and/or attract loans or deposits. Increased deposit competition could adversely affect our ability to generate the funds necessary for lending operations. As a result, we may need to seek other sources of funds that may be more expensive to obtain, which could increase the cost of funds and decrease profitability.

Some of the financial services organizations with which we compete are not subject to the same degree of regulation or tax structure as we are. As a result, these non-bank competitors have certain advantages over us in providing lower-cost products, accessing funding and in providing various services. The banking business in our primary market areas is very competitive, and the level of competition and their pricing structure facing us may increase further, which may limit our asset growth and financial results.

In addition, rapid technological changes and consumer preferences may result in increased competition. A number of well-funded technology focused companies are innovating the payments, distributed ledger, and cryptocurrency networks and are attempting to disintermediate portions of the traditional banking model. A shift in the mix of payment forms away from our products and services could have a material adverse effect on our financial position and results of operations.

Risks Related to Strategic Activities

The anticipated benefits of our digital initiatives may not be fully realized.

We have devoted substantial time and resources to our strategic digital initiatives. The success of these initiatives will depend on, among other things, whether our upgraded technology and digital solutions are received favorably by our customers and employees and improves their experiences and interactions with us. If we are unable to successfully achieve these objectives, the anticipated benefits of these initiatives may not be realized fully, or at all, or may take longer to realize than expected.

Our business strategy includes significant investment in growth plans, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively.

We expanded into the Western Pennsylvania and northern Maryland markets, and may further expand into additional markets as a result of our digital initiatives. Our growth initiatives require us to recruit experienced personnel. The failure to retain such personnel would place significant limitations on our ability to successfully execute our growth strategy. In addition, as we expand our lending beyond our current market areas, we could incur additional risk related to those new market areas. We may not be able to expand our market presence in our existing market areas or successfully enter new markets. A weak economy, low demand and competition for credit may impact our ability to successfully execute our growth plan and adversely affect our business, financial condition, results of operations, reputation and growth prospects. While we believe we have the executive management resources and internal systems in place to successfully manage our future growth, there can be no assurance growth opportunities will be available or that we will successfully manage our growth. We regularly evaluate potential growth and expansion opportunities. If appropriate opportunities present themselves, we may engage in other business growth initiatives or undertakings. We may not successfully identify appropriate opportunities, may not be able to negotiate or finance such activities and such activities, if undertaken, may not be successful.

We may need to raise additional capital in the future and such capital may not be available when needed or at all.

Federal regulatory agencies have the authority to change the Corporation's and Bank's capital requirements and new accounting rules could have a negative impact on our regulatory capital ratios. Accordingly, we may need to raise additional capital in the future to provide us with sufficient capital resources to meet our commitments and business needs. We may also need to raise additional capital to support our continued growth. If we raise capital through the issuance of additional shares of our common stock or other securities, it would dilute the ownership interests of existing shareholders and may dilute the per share book value of our common stock. New investors may also have rights, preferences and privileges senior to our current shareholders, which may adversely impact our current shareholders. Our ability to raise additional capital, if needed, or at attractive prices, will depend on, among other things, conditions in the capital markets at that time, which are outside of our control, and our financial performance. An inability to raise additional capital on acceptable terms when needed could have a material adverse effect on our business, financial condition and results of operations.

Potential acquisitions may disrupt our business and dilute shareholder value.

We regularly evaluate opportunities to acquire banks and other complementary businesses. As a result, we may engage in negotiations or discussions that, if they were to result in a transaction, could have a material effect on our operating results and

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financial condition, including on our short- and long-term liquidity and capital structure. Our acquisition activities could be material to us. For example, we could issue additional shares of common stock in a merger transaction, which could dilute current shareholders' ownership interest and the per share book value of our common stock. Further, an acquisition could require us to use a substantial amount of cash, other liquid assets, and/or incur debt.

Our acquisition activities could involve a number of additional risks, including the risks of:

•Incurring time and expense associated with identifying and evaluating and negotiating potential transactions;

•Using estimates and judgments to evaluate credit, operations, management, and market risks with respect to the target institution or its assets, which later prove to be inaccurate;

•The time and expense required to integrate the operations and personnel of the combined businesses;

•Creating an adverse short-term effect on our results of operations;

•Failing to realize related revenue synergies and/or cost savings within expected time frames; and

•Losing key employees and customers or a reduction in our stock price as a result of an acquisition that is poorly received.

We may not be successful in overcoming these risks or any other problems encountered in connection with potential acquisitions. Our inability to overcome these risks could have an adverse effect on our ability to achieve our business strategy and could have an adverse effect on our financial condition and results of operations.

Risks Related to Our Common Stock

Our stock price can be volatile.

Our stock price can fluctuate in response to a variety of factors, some of which are not under our control. The factors that could cause our stock price to decrease include, but are not limited to:

•Our past and future dividend practice;

•Our financial condition, performance, creditworthiness and prospects;

•Variations in our operating results or the quality of our assets;

•General investor sentiment regarding the banking industry;

•Operating results that vary from the expectations of management, securities analysts and investors;

•Changes in expectations as to our future financial performance;

•Changes in financial markets related to market valuations of financial industry companies;

•The operating and securities price performance of other companies that investors believe are comparable to us;

•Future sales of our equity or equity-related securities;

•The imposition of tariffs and any retaliatory responses;

•Proposed or adopted legislative, regulatory or accounting changes or developments;

•The credit, mortgage and housing markets, the markets for securities relating to mortgages or housing, and developments with respect to financial institutions generally; and

•Changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, inflation, recessionary conditions, stock, commodity or real estate valuations or volatility and other geopolitical, regulatory or judicial events.

The limited liquidity of our common stock may limit your ability to trade our shares and may impact the value of our common stock.

While the Corporation's common stock is traded on the NASDAQ Global Select Market, the trading volume has historically been less than that of larger financial services companies, which may make it more difficult for investors to sell their common stock when they want and at prices they find attractive.

A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of our common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the relatively low trading volume of our common stock, significant sales of our common stock in the public market, or the perception that those sales may occur, could cause the trading price of our common stock to decline or to be lower than it otherwise might be in the absence of those sales or perceptions.

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Anti-takeover provisions could negatively impact our shareholders.

Certain provisions in the Corporation's Articles of Incorporation and Bylaws, as well as federal banking laws, regulatory approval requirements, and Pennsylvania law, could make it more difficult for a third party to acquire the Corporation, even if doing so would be perceived to be beneficial to our shareholders.

There may be future sales or other dilution of the Corporation's equity, which may adversely affect the market price of our common stock.

The Corporation is generally not restricted from issuing additional common stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock. The issuance of any additional shares of common stock or preferred stock or securities convertible into, exchangeable for or that represent the right to receive common stock or the exercise of such securities could be substantially dilutive to shareholders of our common stock. Holders of our shares of common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series. The market price of our common stock could decline as a result of offerings or because of sales of shares of our common stock made after offerings or the perception that such sales could occur. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our shareholders bear the risk of our future offerings reducing the market price of our common stock and diluting their stock holdings in us.

The Corporation relies on dividends from our subsidiaries for most of our revenue.

The Corporation is a bank holding company and our operations are conducted by our subsidiaries from which we receive dividends. The ability of our subsidiaries to pay dividends is subject to legal and regulatory limitations, profitability, financial condition, capital expenditures and other cash flow requirements. The ability of the Bank to pay cash dividends to the Corporation is limited by its obligation to maintain sufficient capital and by other restrictions on its cash dividends that are applicable to state member banks in the Federal Reserve System. If the Bank is not permitted to pay cash dividends to the Corporation, it is unlikely that we would be able to pay cash dividends on our common stock.

Item 1B.     Unresolved Staff Comments

None.

Item 1C.     Cybersecurity Risk Management, Strategy and Governance

Cybersecurity is a significant and integrated component of the Corporation's risk management strategy. As a financial services company, cyber threats are present and growing, and the potential exists for a cybersecurity incident to occur, which could disrupt business operations or compromise sensitive data. Through December 31, 2025, the Corporation has not, to its knowledge, experienced a cybersecurity incident materially affecting or reasonably likely to materially affect the Corporation.

The structure of our information security program is generally designed around the National Institute of Standards and Technology Cybersecurity Framework, regulatory guidance, and other industry standards. To prepare for and respond to incidents, the Corporation has implemented a multi-layered cybersecurity strategy, integrating people, technology, and processes. This includes employee training, the use of innovative technologies, and the implementation of policies and procedures in the areas of Information Security, Data Governance, Business Continuity and Disaster Recovery, Privacy, Third-Party Risk Management, and Incident Response. The Corporation engages third-party consultants and independent auditors to, among other things, conduct penetration tests and perform cybersecurity risk assessments and audits.

The Information Security Department of the Corporation is primarily responsible for identifying, assessing and managing material risks from cybersecurity threats. The Information Security Department is managed by the Board-appointed Chief Information Security Officer (the "CISO") who reports directly to the Corporation's Chief Risk Officer. The CISO has over 40 years of experience in various aspects of information technology ("IT") from field support to software development to management. Prior to joining the Corporation, the CISO held management roles of increasing responsibility in a variety of regulated industries including food, pharmaceuticals, and manufacturing. The CISO holds a Bachelor of Science Degree in Computer Science and has earned a certificate in Cybersecurity Oversight from the National Association of Corporate Directors. The CISO also oversees the Corporation's Information Security Program, which is governed by various information security and cybersecurity, systems development, change control, disaster recovery/business continuity and physical asset classification and control policies. The Information Security Program identifies data sources, threats and vulnerabilities and ensures awareness, accountability, and oversight for data protection throughout the Corporation and with trusted third parties to

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ensure that data is protected and able to be recovered in the event of a breach or failure (technical or other disaster). The Information Security Department conducts ongoing technology and IT threat meetings to ensure the latest threats are addressed in addition to penetration, business continuity/ disaster recovery testing, and incident response plan testing. The CISO is a member of various management committees, chairs the Corporation's management-level Information Security Steering Committee, and presents information security and cybersecurity updates on a quarterly basis to the Corporation's Enterprise-Wide Risk Management Committee, which consists of members of management, including the Chairman, President and Chief Executive Officer of the Corporation, as well independent members of the Board of Directors.

The Enterprise-Wide Risk Management Committee provides oversight, from a risk perspective, of information systems security.

Additional information security training for employees is provided through a management Information Security Steering Committee and through targeted training overseen by the CISO. In addition, as discussed below, the Corporation has implemented an Incident Response Plan to provide a structured and systematic incident response process for information security incidents that affect any of the information technology systems, network, or data of the Corporation. The Incident Response Plan is implemented and maintained by the CISO and is subject to annual review and approval by the Enterprise-Wide Risk Management Committee. Cybersecurity metrics are reported to both management level committees and the Enterprise-Wide Risk Management Committee on a quarterly basis.

The Board of Directors recognizes the importance of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information and has incorporated those elements in its ongoing oversight of the Information Security Program.

Risk Assessment

On a periodic basis, but not less than annually, the CISO, in conjunction with the Enterprise-Wide Risk Management Committee, identifies and documents internal and external vulnerabilities that could result in unauthorized disclosure, misuse, alteration, or destruction of customer information or customer records. Based on the results of the risk assessment, the Corporation's Information Security Program may be revised to protect against any anticipated threats or hazards to the security or integrity of such information. The Enterprise-Wide Risk Management Committee reviews changes to the program designed to monitor, measure, and respond to vulnerabilities identified.

Response to Security Vulnerabilities

In response to identified risks, management may take certain steps to correct and respond to security vulnerabilities, which may include:

a.Eliminating unwarranted risks by applying vendor-provided software fixes, commonly called patches.

b.Ensuring that changes to security configurations are documented, approved, and tested.

c.Ensuring that exploitable files and services are assessed and removed or disabled based upon known vulnerabilities and business needs.

d.Updating vulnerability scanning and intrusion detection tools to identify known vulnerabilities and related unauthorized activities.

e.Conducting subsequent penetration testing and vulnerability assessments, as warranted.

f.Reviewing performance with service providers to ensure security maintenance and reporting responsibilities are operating according to contract provisions and that service providers provide notification of system security breaches that may affect the Corporation.

Internal Controls, Audit, and Testing

Regular internal monitoring is integral to the Corporation's risk assessment process, which includes regular testing of internal key controls, systems, and procedures. In addition, independent third-party penetration testing to test the effectiveness of security controls and preparedness measures is conducted at least annually or more often, if warranted. Management determines the scope and objectives of the penetration analysis.

Service Providers

Like many companies, the Corporation relies on third-party vendor solutions to support its operations. Many of these vendors, especially in the financial services industry, have access to sensitive and proprietary information. In order to mitigate the operational, informational and other risks associated with the use of vendors, the Corporation maintains a Third-Party Risk

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Management Program, which is implemented through a Third-Party Risk Management Policy and includes a detailed onboarding process and periodic reviews of vendors with access to sensitive Corporation data. The Third-Party Risk Management Policy applies to any business arrangement between the Corporation and another individual or entity, by contract or otherwise, in compliance with the Interagency Guidance on Third-Party Relationships: Risk Management. The Third-Party Risk Management Program is reviewed as part of the Corporation's annual Internal Audit Risk Assessment.

Employees and Training

Employees are an important defense against cybersecurity threats. Each employee is responsible for protecting Corporation and client information. Employees are provided training at initial onboarding and regularly thereafter regarding information security and cybersecurity-related policies and procedures applicable to their respective roles within the organization. In addition, employees are subjected to regular simulated phishing assessments, designed to sharpen threat detection and reporting capabilities. In addition to training, employees are supported with solutions designed to identify, prevent, detect, respond to, and recover from incidents. Notable technologies include firewalls, intrusion detection systems, security automation and response capabilities, user behavior analytics, multi-factor authentication, data backups to immutable storage and business continuity applications. Notable services include 24/7 security monitoring and response, continuous vulnerability scanning, third-party monitoring, and threat intelligence.

Board Reporting

On a quarterly basis, the CISO reports to the Board, directly or through the Enterprise-Wide Risk Management Committee, on the overall status of the Information Security Program, including the Corporation's compliance with the Interagency Guidelines for Safeguarding Customer Information. Any material findings related to the risk assessment, risk management and control decisions, service provider arrangements, results of testing, security breaches or violations are discussed as are management’s responses and any recommendations for program changes.

Program Adjustments

The CISO monitors, evaluates, and adjusts the Information Security Program considering any relevant changes in technology, the sensitivity of its customer information, internal or external threats to information, and changing business arrangements, such as mergers and acquisitions, alliances and joint ventures, outsourcing arrangements, and changes to customer information systems.

Incident Response Plan

To ensure that information security incidents can be recovered from quickly and with the least impact to the Corporation and its customers, the Corporation maintains a structured and systematic incident response plan (the "IRP") for all information security incidents that affect any of the IT systems, network, or data of the Corporation, including the Corporation's data held, or IT services provided, by third-party vendors or other service providers. The CISO is responsible for implementing and maintaining the IRP, which includes:

a.Identifying the incident response team ("IRT") and any appropriate sub-teams to address specific information security incidents, or categories of information security incidents.

b.Coordinating IRT activities, including developing, maintaining, and following appropriate procedures to respond to and document identified information security incidents.

c.Conducting post-incident reviews to gather feedback on information security incident response procedures and address any identified gaps in security measures.

d.Providing training and conducting periodic exercises to promote employee and stakeholder preparedness and awareness of the IRP.

e.Reviewing the IRP at least annually, or whenever there is a material change in the Corporation's business practices that may reasonably affect its cyber incident response procedures.

Notwithstanding our defensive measures and processes, the threat posed by cyber-attacks is significant. For further discussion of risks from cybersecurity threats, see the section captioned "Our information technology systems, and the systems of third parties upon which we rely, may experience a failure, interruption or breach in security, which could negatively affect our operations and reputation." in Item 1A. Risk Factors.

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Item 2.     Properties

As of December 31, 2025, the Corporation and its subsidiaries occupied 52 properties, most of which are used principally as banking offices.

The following table details the Corporation's properties as of December 31, 2025:

Property Address

County, State

Owned/Leased

Full Service Branches (Banking Segment):

195 East Butler Ave., Chalfont, PA 18914

Bucks, PA

Owned

5871 Lower York Rd., Lahaska, PA 18931

Bucks, PA

Owned

Route 309 & Line Lexington Rd., Line Lexington, PA 18932

Montgomery, PA

Owned

4601 Carlisle Pk., Mechanicsburg, PA 17050

(2)

Cumberland, PA

Owned

1950 John Fries Highway, Milford Square, PA 18935

Bucks, PA

Owned

Route 309 & Stump Rd., Montgomeryville, PA 18936

Montgomery, PA

Owned

15 Swamp Rd., Newtown, PA 18940

Bucks, PA

Owned

921 West Ave., Ocean City, NJ 08226

(3)

Cape May, NJ

Owned

401 Rhawn St., Philadelphia, PA 19111

Philadelphia, PA

Owned

Township Line Rd. and Route 113, Schwenksville, PA 19473

Montgomery, PA

Owned

500 Harleysville Pk., Souderton, PA 18964

Montgomery, PA

Owned

Routes 113 and Bethlehem Pk., Souderton, PA 18964

Bucks, PA

Owned

1041 York Rd., Warminster, PA 18974

Bucks, PA

Owned

2901 Whiteford Rd., York, PA 17402

(3)

York, PA

Owned

175 West Ostend St., Baltimore, MD 21230

(3)

Baltimore City, MD

Leased

574 Main St., Bethlehem, PA 18018

Northampton, PA

Leased

694 DeKalb Pk., Blue Bell, PA 19422

Montgomery, PA

Leased

1135 Georgetown Rd., Christiana, PA 17509

Lancaster, PA

Leased

51 Dutilh Rd., Cranberry, PA 16066

(3)

Butler, PA

Leased

1980 S. Easton Rd., Doylestown, PA 18901

(2) (3)

Bucks, PA

Leased

321 Main St., East Greenville, PA 18041

Montgomery, PA

Leased

10801 Tony Dr., Lutherville, MD 21093

(2) (3)

Baltimore, MD

Leased

689 W. Main St., New Holland, PA 17557

Lancaster, PA

Leased

1536 S. Broad St., Philadelphia, PA 19146

Philadelphia, PA

Leased

1642 Fairmount Ave., Philadelphia, PA 19130

Philadelphia, PA

Leased

3601 Market St., Philadelphia, PA 19104

Philadelphia, PA

Leased

7226 Germantown Ave., Philadelphia, PA 19119

Philadelphia, PA

Leased

1501 Ardmore Blvd., Pittsburgh, PA 15221

(3)

Allegheny, PA

Leased

1103 Rocky Dr., Reading, PA 19609

(2) (3)

Berks, PA

Leased

216 Hartman Bridge Rd., Ronks, PA 17572

Lancaster, PA

Leased

200 North High St., West Chester, PA 19380

(3)

Chester, PA

Leased

90 Willow Valley Lakes Dr., Willow Street, PA 17584

Lancaster, PA

Leased

5089 Hamilton Blvd., Allentown, PA 18106

Lehigh, PA

Land Lease

380 Water Loop Dr., Collegeville, PA 19426

Montgomery, PA

Land Lease

1 Heritage Dr., Gordonville, PA 17529

Lancaster, PA

Land Lease

2870 Shelly Rd., Harleysville, PA 19438

Montgomery, PA

Land Lease

120 Forty Foot Rd., Hatfield, PA 19440

Montgomery, PA

Land Lease

940 2nd Street Pk., Richboro, PA 18954

Bucks, PA

Land Lease

Corporate Headquarters:

14 North Main St., Souderton, PA 18964

(1) (3)

Montgomery, PA

Owned

15 Washington Ave., Souderton, PA 18964*

(1)

Montgomery, PA

Owned

16 Harbor Pl., Souderton, PA 18964

Montgomery, PA

Owned

1715 Sumneytown Pk., Lansdale, PA 19446

Montgomery, PA

Leased

Subsidiary Offices (Wealth Management Segment)

4600 Broadway, Allentown, PA 18104

(1) (3)

Lehigh, PA

Leased

5237 Summerlin Commons Blvd., Fort Meyers, FL 33907

Lee, FL

Leased

555 Croton Rd., King of Prussia, PA 19406

(3)

Montgomery, PA

Leased

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41 West Broad St., Souderton, PA 18964

Montgomery, PA

Owned

Subsidiary Offices (Insurance Segment)

6339 Beverly Hills Rd., Coopersburg, PA 18036

Lehigh, PA

Owned

3541 Old Philadelphia Pk., Intercourse, PA 17534

Lancaster, PA

Owned

521 Main St., Lansdale, PA 19446

Montgomery, PA

Owned

9120 Chesapeake Ave., Suite 101, North Beach, MD 20714

Calvert, MD

Leased

Other Offices:

Greenfield Corporate Center, 1869 Charter Ln., Suite 301, Lancaster, PA 17601

(1) (3)

Lancaster, PA

Leased

2000 Market St., Suite 700, Philadelphia, PA 19103

(3)

Philadelphia, PA

Leased

*Limited-service drive-through banking and ATM

(1) Banking Segment

(2) Wealth Management Segment

(3) Corporate banking

Additionally, the Bank provides banking services for the residents and employees of 10 retirement home communities and has two off-premise automated teller machines. The Bank provides banking services nationwide through the internet via its website at www.univest.net. The Corporation's website and the information contained therein is not intended to be incorporated into this Annual Report on Form 10-K.

Item 3.    Legal Proceedings

The Corporation is periodically subject to legal actions that involve claims for monetary relief. Based upon information presently available to the Corporation, it is the Corporation's opinion that any legal and financial responsibility arising from such claims will not have a material adverse effect on the Corporation's results of operations, financial position or cash flows.

Item 4.    Mine Safety Disclosures

Not Applicable.

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PART II

Item 5.    Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Corporation's common stock is traded on the NASDAQ Global Select Market under the symbol "UVSP." At February 6, 2026, the Corporation had 2,182 stockholders of record.

Stock Performance Graph

The following chart compares the yearly percentage change in the cumulative shareholder return on the Corporation's common stock during the five years ended December 31, 2025, with the following indices: (1) NASDAQ Bank Index, (2) KBW NASDAQ Bank Index, and (3) Russell 2000 Index. This comparison assumes $100.00 was invested on December 31, 2020 in our common stock and the comparison groups, and assumes the reinvestment of all cash dividends on the ex-dividend date prior to any tax effect and retention of all stock dividends.

Five Year Cumulative Total Return Summary ($)

			2020			2021			2022			2023			2024			2025
Univest Financial Corporation			100.00			149.59			134.71			118.46			164.29			187.66
NASDAQ Bank Index			100.00			139.69			114.04			106.43			124.24			129.49
KBW NASDAQ Bank Index			100.00			138.38			108.73			107.76			147.85			196.01
Russell 2000 Index			100.00			114.52			91.12			106.55			118.84			134.06

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ISSUER PURCHASES OF EQUITY SECURITIES

The following table provides information on repurchases by the Corporation of its common stock during the fourth quarter of 2025, under the Corporation's Board approved program:

ISSUER PURCHASES OF EQUITY SECURITIES
Period			Total Number of Shares Purchased						Average Price Paid per Share (1)						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October 1 - 31, 2025			138,254						$	29.97					138,254						612,373
November 1 - 30, 2025			133,354						31.23						133,354						479,019
December 1 – 31, 2025			208,082						34.13						208,082						2,270,937
Total			479,690						$	32.14					479,690

1.Average price paid per share includes stock repurchase excise tax.

On October 23, 2024, the Corporation's Board of Directors approved the repurchase of 1,000,000 shares, or approximately 3.4% of the Corporation's common stock outstanding as of September 30, 2024. On December 10, 2025, the Corporation's Board of Directors approved the repurchase of 2,000,000 additional shares, or approximately 7.1% of the Corporation's common stock outstanding as of November 30, 2025. The stock repurchase plans do not include normal treasury activity such as purchases to fund the dividend reinvestment, employee stock purchase and equity compensation plans. The stock repurchase plans have no scheduled expiration date, and the Board of Directors has the right to suspend or discontinue the plans at any time.

In addition to the repurchases disclosed above, participants in the Corporation's stock-based incentive plans may have shares withheld to cover income taxes upon the vesting of restricted stock awards and may use a stock swap to exercise stock options. Shares withheld to cover income taxes upon the vesting of restricted stock awards and stock swaps to exercise stock options are repurchased pursuant to the terms of the applicable plan and not under the Corporation's share repurchase programs. Shares repurchased pursuant to these plans during the three months ended December 31, 2025 were as follows:

Period			Total Number of Shares Purchased						Average Price Paid per Share
October 1 - 31, 2025			—						$	—
November 1 - 30, 2025			—						—
December 1 – 31, 2025			—						—
Total			—						$	—

Dividend Reinvestment and Employee Stock Purchase Plans

The Univest Dividend Reinvestment Plan allows the issuance of 2,718,750 shares of common stock. During 2025 and 2024, 46,708 and 61,087 shares, respectively, were issued under the dividend reinvestment plan, with 565,562 shares available for future issuance at December 31, 2025.

The 1996 Employee Stock Purchase Plan allows the issuance of 984,375 shares of common stock. Employees may elect to make contributions to the plan in an aggregate amount not less than 2% or more than 10% of such employee's total compensation. These contributions are then used to purchase stock during an offering period determined by the Corporation's Employee Stock Purchase Plan Committee. The purchase price of the stock is 90% of the closing sale price on the last trading day of each quarter. Compensation expense is recognized as the discount is greater than 5% of the fair value. During 2025 and 2024, 29,773 and 37,337 shares, respectively, were issued under the employee stock purchase plan, with 355,097 shares available for future issuance at December 31, 2025.

Item 6.    [RESERVED]

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Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

(All dollar amounts presented in tables are in thousands, except per share data. "BP" equates to "basis points"; "N/M" equates to "not meaningful"; "—" equates to "zero" or "doesn't round to a reportable number"; and "N/A" equates to "not applicable." Certain prior period amounts have been reclassified to conform to the current-year presentation.)

The information contained in this report may contain forward-looking statements, including statements relating to the Corporation and its financial condition and results of operations that involve certain risks, uncertainties and assumptions. The Corporation's actual results may differ materially from those anticipated, expected or projected as discussed in forward-looking statements. A discussion of forward-looking statements and factors that might cause such a difference includes those discussed in Part I, "Forward-Looking Statements," Item 1A. "Risk Factors," as well as those within this Management's Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations and elsewhere in this report.

Critical Accounting Policies

The discussion below outlines the Corporation's critical accounting policies. For further information regarding accounting policies, refer to Note 1, "Summary of Significant Accounting Policies" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K.

In order to prepare the Corporation's financial statements in conformity with U.S. generally accepted accounting principles, management is required to make estimates and assumptions that affect the amounts reported in the Corporation's financial statements. There are uncertainties inherent in making these estimates and assumptions. Certain critical accounting policies could materially affect the results of operations and financial condition of the Corporation should changes in circumstances require a change in related estimates or assumptions. The Corporation has identified the fair value measurement of investment securities available-for-sale and the calculation of the allowance for credit losses on loans and leases as critical accounting policies.

Fair Value Measurement of Investment Securities Available-for-Sale: The Corporation designates its investment securities as held-to-maturity, available-for-sale or trading. Each of these designations affords different treatment on the balance sheet and statement of income for market value changes affecting securities. Should evidence emerge that indicates that management's intent or ability to manage the securities as originally asserted is not supportable, securities with the held-to-maturity or available-for-sale designations may be re-categorized, which may result in adjustments to either the balance sheet or statement of income.

Fair values for securities are determined using independent pricing services and market-participating brokers. The independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flows and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the pricing service's evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. If at any time, the pricing service determines that it does not have sufficient verifiable information to value a particular security, the Corporation will utilize valuations from another pricing service. Management has a sufficient understanding of the third-party service's valuation models, assumptions and inputs used in determining the fair value of securities to enable management to maintain an appropriate system of internal control.

Allowance for Credit Losses on Loan and Leases: The Allowance for Credit Losses ("ACL") on loans and leases uses techniques that estimate losses on pools of loans and leases that share similar risk characteristics and specifically identify losses on individual loans and leases that do not share similar risk characteristics with others. The adequacy of these allowances is sensitive to changes in current and forecasted economic conditions that may affect the ability of borrowers to make contractual payments as well as the value of the collateral securing such payments. Management utilizes a discounted cash flow ("DCF") model to calculate the present value of the expected cash flows for pools of loans and leases that share similar risk characteristics and compares the results of this calculation to the amortized cost basis to determine its allowance for credit loss balance. The key assumptions used in the model are (1) probability of default, (2) loss given default, (3) prepayment and curtailment rates, (4) recovery delay (5) reasonable and supportable economic forecasts, (6) forecast reversion period, (7) expected recoveries on charged-off loans, and (8) discount rate. Although management believes it uses the best information available to establish the ACL, future adjustments to the ACL may be necessary and the Corporation’s results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. While management believes it has established the ACL in conformity with U.S. GAAP, our regulators, in reviewing the loan portfolio, may request us to increase our ACL based on judgments different from ours. In addition, because future events affecting

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borrowers and collateral cannot be predicted without uncertainty, the existing ACL may not be adequate or increases may be necessary should the quality of any loans or leases deteriorate or if there are changes to the assumptions noted above. Any material increase in the ACL would adversely affect the Corporation’s financial condition and results of operations.

The following table indicates the economic factors utilized in the Corporation's CECL model.

Economic Factors

			At December 31, 2025						At December 31, 2024						Description of Economic Factors
Prepayment rates			11.27		%				11.58		%				Average total portfolio rate
Curtailment rates			27.93		%				28.21		%				Average total portfolio rate
Recovery delay			30 months						31 months						Average across all pools
Economic forecast			Moody's downside S2 weighted 42.5%, Baseline weighted 57.5%						Moody's downside S2 weighted 60%, Baseline weighted 40%						Moody's US Macro Forecast Narratives for December 2025 & 2024
Unemployment rates			5.48		%				5.42		%				Average of 4 quarter forecast period
GDP rates			1.21		%				1.12		%				Average of 4 quarter forecast period
House price index			(1.90)		%				(1.62)		%				Average of 4 quarter forecast period

Sensitivity Analysis

The below table indicates the impact to the allowance for credit losses on loans and leases if the factors described below were adjusted in the Corporation's CECL model.

Increase (Decrease) ($)

Adjustment Factor

Prepayment rates

+/- 2,000

If rates were adjusted across all pools by +/-100 basis points

Curtailment rates

+/- 460

If rates were adjusted across all pools by +/- 100 basis points

Recovery delay

+/- 3,600

If recovery delays were adjusted by +/- 3 months across all pools

Economic forecast

(19,000)

If Baseline forecasts were used instead of the weighted Downside/Baseline scenarios

Economic forecast

28,100

If S2 Downside forecasts were used instead of the weighted Downside/Baseline scenarios

Economic forecast

52,000

If S3 Downside forecasts were used instead of the weighted Downside/Baseline scenarios

Unemployment rates

20,900

If rates were increased across all pools by 100 basis points

Unemployment rates

(18,600)

If rates were decreased across all pools by 100 basis points

GDP rates

+/- 2,200

If the GDP forecast inputs were adjusted by +/- 100 basis points

House price index

+/- 50

If the HPI forecast inputs were adjusted by +/- 100 basis points

Reversion period

650

If the reversion period was increased by 2 quarters across all pools

Reversion period

(775)

If the reversion period was decreased by 2 quarters across all pools

Readers of the Corporation’s financial statements should be aware that the estimates and assumptions used in the Corporation’s current financial statements may need to be updated in future financial presentations for changes in circumstances, business or economic conditions in order to fairly represent the condition of the Corporation at that time.

General

The Corporation earns revenues primarily from the margins and fees generated from lending and depository services as well as fee-based income from trust, insurance, mortgage banking, treasury management and investment services. The Corporation seeks to achieve adequate and reliable earnings through business growth while maintaining adequate levels of capital and liquidity and limiting exposure to credit and interest rate risk.

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Selected Financial Data

			As of or For the Years Ended December 31,
(Dollars in thousands, except per share data)			2025						2024						2023						2022						2021
Results of Operations
Interest income			$	430,486					$	412,355					$	371,730					$	252,193					$	209,731
Interest expense			190,291						201,185						151,733						33,896						21,348
Net interest income			240,195						211,170						219,997						218,297						188,383
Provision (reversal of provision) for credit losses			11,667						5,933						10,770						12,198						(10,132)
Net interest income after provision for credit losses			228,528						205,237						209,227						206,099						198,515
Noninterest income			87,861						88,055						76,824						77,885						83,224
Noninterest expense			203,039						197,992						197,362						186,774						167,409
Net income before income taxes			113,350						95,300						88,689						97,210						114,330
Income taxes			22,593						19,369						17,585						19,090						22,529
Net income			$	90,757					$	75,931					$	71,104					$	78,120					$	91,801
Financial Condition at Year End
Cash and cash equivalents			$	553,712					$	328,844					$	249,799					$	152,799					$	890,150
Investment securities, net of allowance for credit losses			496,289						493,978						500,623						507,562						496,989
Net loans and leases held for investment			6,826,639						6,739,492						6,481,827						6,044,226						5,238,093
Assets			8,436,897						8,128,417						7,780,628						7,222,016						7,122,421
Deposits			7,087,313						6,759,259						6,375,781						5,913,526						6,055,124
Borrowings			323,278						385,442						465,067						440,401						213,980
Shareholders' equity			943,318						887,301						839,208						776,500						773,794
Per Common Share Data
Average shares outstanding (in thousands)			28,735						29,215						29,433						29,393						29,403
Earnings per share – basic			$	3.16					$	2.60					$	2.42					$	2.66					$	3.12
Earnings per share – diluted			3.13						2.58						2.41						2.64						3.11
Dividends declared per share			0.87						0.84						0.84						0.83						0.80
Book value (at year-end)			33.50						30.55						28.44						26.53						26.23
Dividends declared to net income			27.6		%				32.3		%				34.8		%				31.2		%				25.6		%
Profitability Ratios
Return on average assets			1.11		%				0.96		%				0.94		%				1.12		%				1.38		%
Return on average equity			9.90						8.85						8.83						10.13						12.50
Average equity to average assets			11.21						10.86						10.66						11.09						11.04
Efficiency ratio			61.3						65.7						66.0						62.4						60.9
Asset Quality Ratios
Nonaccrual loans and leases to loans and leases held for investment			0.20		%				0.19		%				0.31		%				0.22		%				0.63		%
Nonperforming loans and leases to loans and leases held for investment (1)			0.20						0.19						0.32						0.23						0.63
Nonperforming assets to total assets (1)			0.45						0.41						0.52						0.46						0.48
Net charge-offs to average loans and leases outstanding			0.16						0.06						0.08						0.07						—
Allowance for credit losses, loans and leases to total loans and leases held for investment			1.28						1.28						1.30						1.29						1.35
Allowance for credit losses, loans and leases to nonaccrual loans and leases			641.53						687.54						415.97						591.66						216.57
Allowance for credit losses, loans and leases to nonperforming loans and leases (1)			637.40						670.55						405.43						555.27						213.37
(1) The Corporation adopted ASU 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" effective January 1, 2023, which eliminated the category of troubled debt restructurings. Ratios at December 31, 2022 and 2021 were restated to exclude troubled debt restructured loans from nonperforming loans and nonperforming assets.

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Executive Overview

The Corporation's consolidated net income, earnings per share and return on average assets and average equity were as follows:

			For the Years Ended December 31,																		Amount of Change												Percent Change
(Dollars in thousands, except per share data)			2025						2024						2023						2025 to 2024						2024 to 2023						2025 to 2024						2024 to 2023
Net income			$	90,757					$	75,931					$	71,104					$	14,826					$	4,827					19.5		%				6.8		%
Net income per share:
Basic			$	3.16					$	2.60					$	2.42					$	0.56					$	0.18					21.5						7.4
Diluted			3.13						2.58						2.41						0.55						0.17						21.3						7.1
Return on average assets			1.11		%				0.96		%				0.94		%				15 BP						2 BP						15.6						2.1
Return on average equity			9.90		%				8.85		%				8.83		%				105 BP						2 BP						11.9						0.2

2025 Overview

The Corporation reported net income of $90.8 million, or $3.13 diluted earnings per share, for 2025 compared to net income of $75.9 million, or $2.58 diluted earnings per share, for 2024.

The financial results for the year ended December 31, 2025 included bank owned life insurance ("BOLI") death benefit claims of $2.1 million, or $0.07 diluted earnings per share.

2024 Overview

The Corporation reported net income of $75.9 million, or $2.58 diluted earnings per share, for 2024 compared to net income of $71.1 million, or $2.41 diluted earnings per share, for 2023.

The financial results for the year ended December 31, 2024 included a $3.4 million net gain ($2.7 million after-tax), or $0.09 diluted earnings per share, generated from the sale of mortgage servicing rights associated with $591.1 million of serviced loans. Additionally, the financial results for the year ended December 31, 2024 included bank owned life insurance ("BOLI") death benefit claims of $241 thousand, or $0.01 diluted earnings per share.

Results of Operations

Net Interest Income

Net interest income is the difference between interest earned primarily on loans, leases and investment securities and interest paid on deposits, borrowings, long-term debt and subordinated notes. Net interest income is the principal source of the Corporation's revenue. Table 1 presents the Corporation's average balances, tax-equivalent interest income, interest expense, tax-equivalent yields earned on average assets, cost of average liabilities, and shareholders' equity on a tax-equivalent basis for the years ended December 31, 2025, 2024 and 2023. The tax-equivalent net interest margin is tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread represents the weighted average tax-equivalent yield on interest-earning assets less the weighted average cost of interest-bearing liabilities. The effect of net interest-free funding sources represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders' equity. Table 2 analyzes the changes in the tax-equivalent net interest income for the periods broken down by their rate and volume components.

2025 versus 2024

Reported net interest income for the year ended December 31, 2025 was $240.2 million, an increase of $29.0 million, or 13.7%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2025 was $241.9 million, an increase of $29.5 million, or 13.9%, from the prior year. An increase in tax-equivalent interest income of $18.6 million was driven by increased loan yields, and increases in the average balance of average interest-earning assets, as well as a decrease of $10.9 million in interest expense, which was largely driven by a decrease in the cost of interest-bearing deposits and a decrease in the average balance of borrowings. This was offset by an increase in the average balance of deposits. The net interest margin on a tax-equivalent basis for the year ended December 31, 2025 was 3.14% compared to 2.86% for 2024.

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2024 versus 2023

Reported net interest income for the year ended December 31, 2024 was $211.2 million, a decrease of $8.8 million, or 4.0%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2024 was $212.3 million, a decrease of $8.9 million, or 4.0%, from the prior year. An increase in tax-equivalent interest income of $40.6 million, driven by increases in asset yields, including loan and investment yields, and increases in the average balance of average interest-earning assets was outpaced by an increase in interest expense of $49.5 million, which was largely driven by an increase in the cost of, and the average balances of, interest-bearing deposits. The net interest margin on a tax-equivalent basis for the year ended December 31, 2024 was 2.86% compared to 3.12% for 2023. The net interest margin decrease was attributable to the increase in interest rates and the liability sensitivity of the Corporation's balance sheet.

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Table 1—Average Balances and Interest Rates—Tax-Equivalent Basis

			For the Years Ended December 31,
			2025																		2024																		2023
(Dollars in thousands)			Average Balance						Income/ Expense						Average Rate						Average Balance						Income/ Expense						Average Rate						Average Balance						Income/ Expense						Average Rate
Assets:
Interest-earning deposits with other banks			$	333,556					$	13,902					4.17		%				$	220,356					$	11,193					5.08		%				$	130,309					$	6,660					5.11		%
Obligations of states and political subdivisions*			217						4						1.84						1,447						33						2.28						2,282						62						2.72
Other debt and equity securities			496,435						15,925						3.21						495,604						14,909						3.01						505,343						14,225						2.81
Federal Home Loan Bank, Federal Reserve Bank and other stock			37,584						2,848						7.58						38,647						2,912						7.53						40,092						2,869						7.16
Total interest-earning deposits, investments and other interest-earning assets			867,792						32,679						3.77						756,054						29,047						3.84						678,026						23,816						3.51
Commercial, financial and agricultural loans			971,245						67,829						6.98						972,213						69,921						7.19						991,505						67,487						6.81
Real estate—commercial and construction loans			3,720,892						218,473						5.87						3,587,147						207,053						5.77						3,483,576						188,644						5.42
Real estate—residential loans			1,723,191						87,127						5.06						1,670,126						82,344						4.93						1,505,799						70,349						4.67
Loans to individuals			15,360						1,335						8.69						26,646						2,161						8.11						27,063						2,011						7.43
Tax-exempt loans and leases			228,478						11,951						5.23						232,020						10,157						4.38						232,501						9,597						4.13
Lease financings			176,420						12,749						7.23						189,054						12,845						6.79						178,220						11,025						6.19
Gross loans and leases			6,835,586						399,464						5.84						6,677,206						384,481						5.76						6,418,664						349,113						5.44
Total interest-earning assets			7,703,378						432,143						5.61						7,433,260						413,528						5.56						7,096,690						372,929						5.25
Cash and due from banks			57,252																		57,799																		58,593
Allowance for credit losses, loans and leases			(87,942)																		(86,530)																		(82,474)
Premises and equipment, net			46,797																		48,610																		51,921
Operating lease right-of-use asset			26,936																		29,990																		31,351
Other assets			425,134																		414,578																		400,977
Total assets			$	8,171,555																	$	7,897,707																	$	7,557,058
Liabilities:
Interest-bearing checking deposits			$	1,281,075					$	32,735					2.56		%				$	1,191,634					$	32,857					2.76		%				$	1,034,327					$	23,668					2.29		%
Money market savings			1,920,600						73,424						3.82						1,801,035						80,217						4.45						1,611,169						64,153						3.98
Regular savings			720,718						4,024						0.56						740,493						3,529						0.48						871,332						3,249						0.37
Time deposits			1,485,281						61,838						4.16						1,413,589						64,266						4.55						931,944						34,979						3.75
Total time and interest-bearing deposits			5,407,674						172,021						3.18						5,146,751						180,869						3.51						4,448,772						126,049						2.83
Short-term borrowings			11,112						19						0.17						13,703						249						1.82						148,776						7,095						4.77
Long-term debt			204,452						8,778						4.29						253,733						10,942						4.31						263,877						9,464						3.59
Subordinated notes			139,584						9,473						6.79						149,007						9,125						6.12						148,507						9,125						6.14
Total borrowings			355,148						18,270						5.14						416,443						20,316						4.88						561,160						25,684						4.58
Total interest-bearing liabilities			5,762,822						190,291						3.30						5,563,194						201,185						3.62						5,009,932						151,733						3.03
Noninterest-bearing deposits			1,406,985																		1,380,178																		1,646,286
Operating lease liabilities			29,765																		33,006																		34,474
Accrued expenses and other liabilities			55,550																		63,310																		60,699
Total liabilities			7,255,122																		7,039,688																		6,751,391
Total interest-bearing liabilities and noninterest-bearing deposits ("Cost of Funds")			7,169,807												2.65						6,943,372												2.90						6,656,218												2.28
Shareholders' Equity:
Common stock			157,784																		157,784																		157,784
Additional paid-in capital			302,243																		300,644																		299,804
Retained earnings and other equity			456,406																		399,591																		348,079
Total shareholders' equity			916,433																		858,019																		805,667
Total liabilities and shareholders' equity			$	8,171,555																	$	7,897,707																	$	7,557,058
Net interest income									$	241,852																	$	212,343																	$	221,196
Net interest spread															2.31																		1.94																		2.22
Effect of net interest-free funding sources															0.83																		0.92																		0.90
Net interest margin															3.14		%																2.86		%																3.12		%
Ratio of average interest-earning assets to average interest-bearing liabilities			133.67		%																133.61		%																141.65		%

*Obligations of states and political subdivisions are tax-exempt earning assets.

Notes: For rate calculation purposes, average loan and lease categories include deferred fees and costs and purchase accounting adjustments.

Net interest income includes net deferred costs amortization of $2.5 million, $2.7 million and $2.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Nonaccrual loans and leases have been included in the average loan and lease balances. Loans held for sale have been included in the average loan balances.

Tax-equivalent amounts for the years ended December 31, 2025, 2024 and 2023 have been calculated using the Corporation's federal applicable rate of 21%.

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Table 2—Analysis of Changes in Net Interest Income

The rate-volume variance analysis set forth in the table below compares changes in tax-equivalent net interest income for the year ended December 31, 2025 compared to 2024 and for the year ended December 31, 2024 compared to 2023, indicated by their rate and volume components. The change in interest income/expense due to both volume and rate has been allocated proportionately.

			For the Years Ended December 31, 2025 Versus 2024																		For the Years Ended December 31, 2024 Versus 2023
(Dollars in thousands)			Volume Change						Rate Change						Total						Volume Change						Rate Change						Total
Interest income:
Interest-earning deposits with other banks			$	4,982					$	(2,273)					$	2,709					$	4,572					$	(39)					$	4,533
Obligations of states and political subdivisions			(24)						(5)						(29)						(20)						(9)						(29)
Other debt and equity securities			25						991						1,016						(285)						969						684
Federal Home Loan Bank, Federal Reserve Bank and other stock			(82)						18						(64)						(104)						147						43
Interest on deposits, investments and other interest-earning assets			4,901						(1,269)						3,632						4,163						1,068						5,231
Commercial, financial and agricultural loans			(69)						(2,023)						(2,092)						(1,319)						3,753						2,434
Real estate—commercial and construction loans			7,796						3,624						11,420						5,804						12,605						18,409
Real estate—residential loans			2,614						2,169						4,783						7,943						4,052						11,995
Loans to individuals			(971)						145						(826)						(31)						181						150
Tax-exempt loans and leases			(157)						1,951						1,794						(20)						580						560
Lease financings			(894)						798						(96)						702						1,118						1,820
Interest and fees on loans and leases			8,319						6,664						14,983						13,079						22,289						35,368
Total interest income			13,220						5,395						18,615						17,242						23,357						40,599
Interest expense:
Interest-bearing checking deposits			2,363						(2,485)						(122)						3,911						5,278						9,189
Money market savings			5,076						(11,869)						(6,793)						8,024						8,040						16,064
Regular savings			(95)						590						495						(549)						829						280
Time deposits			3,196						(5,624)						(2,428)						20,730						8,557						29,287
Total time and interest-bearing deposits			10,540						(19,388)						(8,848)						32,116						22,704						54,820
Short-term borrowings			(40)						(190)						(230)						(4,072)						(2,774)						(6,846)
Long-term debt			(2,113)						(51)						(2,164)						(373)						1,851						1,478
Subordinated notes			(604)						952						348						—						—						—
Interest on borrowings			(2,757)						711						(2,046)						(4,445)						(923)						(5,368)
Total interest expense			7,783						(18,677)						(10,894)						27,671						21,781						49,452
Net interest income			$	5,437					$	24,072					$	29,509					$	(10,429)					$	1,576					$	(8,853)

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Provision for Credit Losses

The provision for credit losses for the years ended December 31, 2025, 2024 and 2023 was $11.7 million, $5.9 million and $10.8 million, respectively. Net loan and lease charge-offs for the years ended December 31, 2025, 2024, and 2023 were $11.1 million, $3.8 million and $5.4 million, respectively. The year ended December 31, 2025 included a $6.8 million net charge-off recorded on a $23.7 million commercial loan relationship. The year ended December 31, 2023 included $2.4 million in charge-offs related to two nonaccrual commercial loans to one borrower. The following table details information pertaining to the Corporation's allowance for credit losses on loans and leases as a percentage of loans and leases held for investment at the dates indicated.

			At December 31,
(Dollars in thousands)			2025						2024						2023
Allowance for credit losses, loans and leases			$	88,165					$	87,091					$	85,387
Loans and leases held for investment			6,914,804						6,826,583						6,567,214
Allowance for credit losses, loans and leases / loans and leases held for investment			1.28		%				1.28		%				1.30		%

Noninterest Income

The following table presents noninterest income for the years ended December 31, 2025, 2024 and 2023:

			For the Years Ended December 31,																		$ Change												% Change
(Dollars in thousands)			2025						2024						2023						2025 to 2024						2024 to 2023						2025 to 2024						2024 to 2023
Trust fee income			$	8,853					$	8,491					$	7,732					$	362					$	759					4.3		%				9.8		%
Service charges on deposit accounts			8,991						8,082						7,048						909						1,034						11.2						14.7
Investment advisory commission and fee income			22,799						21,208						18,864						1,591						2,344						7.5						12.4
Insurance commission and fee income			22,443						22,349						21,043						94						1,306						0.4						6.2
Other service fee income			10,938						14,747						12,381						(3,809)						2,366						(25.8)						19.1
Bank owned life insurance income			5,849						3,861						3,185						1,988						676						51.5						21.2
Net gain on sales of investment securities			—						18						—						(18)						18						N/M						N/M
Net gain on mortgage banking activities			3,362						5,265						3,689						(1,903)						1,576						(36.1)						42.7
Other income			4,626						4,034						2,882						592						1,152						14.7						40.0
Total noninterest income			$	87,861					$	88,055					$	76,824					$	(194)					$	11,231					(0.2)		%				14.6		%

2025 versus 2024

Noninterest income for the year ended December 31, 2025 was $87.9 million, a decrease of $194 thousand, or 0.2%, compared to 2024.

Other service fee income decreased $3.8 million, or 25.8%, for the year ended December 31, 2025, primarily due to the net gain of $3.4 million generated from the sale of mortgage servicing rights associated with $591.1 million of serviced loans in the first quarter of 2024. Net gain on mortgage banking activities decreased $1.9 million, or 36.1%, for the year ended December 31, 2025, primarily due to decreased salable volume and lower margins.

BOLI income increased $2.0 million, or 51.5%, for the year ended December 31, 2025, primarily due to death benefit claims of $2.1 million received during the year. Investment advisory commission and fee income increased $1.6 million, or 7.5%, for the year ended December 31, 2025, primarily due to increased assets under management and supervision driven by market appreciation. Service charges on deposit accounts increased $909 thousand, or 11.2%, for the year ended December 31, 2025, primarily due to an increase of $976 thousand in treasury management fees. Other income increased $592 thousand, or 14.7%, for the year ended December 31, 2025, primarily driven by a $620 thousand increase in fees on risk participation agreements for interest rate swaps due to increased demand.

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2024 versus 2023

Noninterest income for the year ended December 31, 2024 was $88.1 million, an increase of $11.2 million, or 14.6%, compared to 2023.

Other service fee income increased $2.4 million, or 19.1%, for the year ended December 31, 2024, primarily due to the net gain of $3.4 million generated from the sale of mortgage servicing rights associated with $591.1 million of serviced loans in the first quarter of 2024, partially offset by a $966 thousand decrease in servicing fees associated with these loans. Investment advisory commission and fee income increased $2.3 million, or 12.4%, for the year ended December 31, 2024, primarily due to increased assets under management and supervision driven by new business and market appreciation. Net gain on mortgage banking activities increased $1.6 million, or 42.7%, for the year ended December 31, 2024, primarily due to increased salable volume and favorable margins. Insurance commission and fee income increased $1.3 million, or 6.2%, for the year ended December 31, 2024, primarily due to increases of $1.0 million in premiums for commercial lines and $435 thousand in contingent commission income. Service charges on deposit accounts increased $1.0 million, or 14.7%, for the year ended December 31, 2024, primarily due to an increase of $950 thousand in treasury management fees.

Other income increased $1.2 million, or 40.0%, for the year ended December 31, 2024. Gains on the sale of Small Business Administration loans increased $1.9 million due to increased sale volume, partially offset by a $605 thousand decrease in interest rate swap income due to decreased demand.

Noninterest Expense

The following table presents noninterest expense for the years ended December 31, 2025, 2024 and 2023:

			For the Years Ended December 31,																		$ Change												% Change
(Dollars in thousands)			2025						2024						2022						2025 to 2024						2024 to 2023						2025 to 2024						2024 to 2023
Salaries, benefits and commissions			$	127,023					$	123,745					$	120,188					$	3,278					$	3,557					2.6		%				3.0		%
Net occupancy			11,149						11,025						10,686						124						339						1.1						3.2
Equipment			4,293						4,453						4,132						(160)						321						(3.6)						7.8
Data processing			17,425						16,956						16,799						469						157						2.8						0.9
Professional fees			7,217						6,402						7,141						815						(739)						12.7						(10.3)
Marketing and advertising			1,653						2,173						2,180						(520)						(7)						(23.9)						(0.3)
Deposit insurance premiums			4,526						4,432						4,825						94						(393)						2.1						(8.1)
Intangible expenses			469						694						938						(225)						(244)						(32.4)						(26.0)
Restructuring charges			—						—						1,519						—						(1,519)						N/M						N/M
Other expense			29,284						28,112						28,954						1,172						(842)						4.2						(2.9)
Total noninterest expense			$	203,039					$	197,992					$	197,362					$	5,047					$	630					2.5		%				0.3		%

2025 versus 2024

Noninterest expense for the year ended December 31, 2025 was $203.0 million, an increase of $5.0 million, or 2.5%, compared to 2024.

Salaries, benefits and commissions increased $3.3 million, or 2.6%, for the year ended December 31, 2025, primarily due to annual merit increases and an increase in incentive compensation due to increased profitability, partially offset by an increase in capitalized compensation driven by higher loan production. Other expense increased $1.2 million, or 4.2%, for the year ended December 31, 2025, primarily driven by a $1.5 million increase in loan workout fees, partially offset by decrease in retirement plan costs of $463 thousand. Professional fees increased $815 thousand, or 12.7%, for the year ended December 31, 2025, due to increases of $563 thousand of consulting fees for data integration resources and $156 thousand for legal fees.

2024 versus 2023

Noninterest expense for the year ended December 31, 2024 was $198.0 million, an increase of $630 thousand, or 0.3%, compared to 2023.

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Salaries, benefits and commissions increased $3.6 million, or 3.0%, for the year ended December 31, 2024, primarily due to an increase in incentive compensation due to increased profitability in the current year.

Professional fees decreased $739 thousand, or 10.3%, for the year ended December 31, 2024, primarily due to a decrease of $1.0 million of consulting fees due to the costs of implementing our digital initiative in the prior year. Other expense decreased $842 thousand, or 2.9%, primarily driven by decreases in retirement plan costs of $857 thousand. Additionally, the year ended December 31, 2023 included $1.5 million in restructuring charges associated with the Corporation's financial service center optimization and expense management strategies deployed in response to macroeconomic headwinds.

Tax Provision

The provision for income taxes was $22.6 million, $19.4 million and $17.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, at effective rates of 19.9%, 20.3% and 19.8%, respectively. The effective tax rates reflected the benefits of tax-exempt income from investments in municipal securities and loans and leases. Excluding this impact, the effective tax rates were 21.7%, 22.1% and 21.7% for the years ended December 31, 2025, 2024 and 2023, respectively. The decrease in the effective tax rate for 2025 compared to 2024 was primarily due to the favorable impact from the proceeds of BOLI death benefits. The increase in the effective tax rate for 2024 compared to 2023 was primarily due to increases in state tax rates and the impact of stock-based compensation during the year.

Financial Condition

ASSETS

The following table presents assets at the dates indicated:

			At December 31,
(Dollars in thousands)			2025						2024						$ Change						% Change
Cash and cash equivalents			$	553,712					$	328,844					$	224,868					68.4		%
Investment securities, net of allowance for credit losses			496,289						493,978						2,311						0.5
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost			37,808						38,980						(1,172)						(3.0)
Loans held for sale			15,288						16,653						(1,365)						(8.2)
Loans and leases held for investment			6,914,804						6,826,583						88,221						1.3
Allowance for credit losses, loans and leases			(88,165)						(87,091)						(1,074)						1.2
Premises and equipment, net			45,554						46,671						(1,117)						(2.4)
Operating lease right-of-use asset			25,795						28,531						(2,736)						(9.6)
Goodwill and other intangibles, net			182,838						183,819						(981)						(0.5)
Bank owned life insurance			140,001						139,351						650						0.5
Accrued interest receivable and other assets			112,973						112,098						875						0.8
Total assets			$	8,436,897					$	8,128,417					$	308,480					3.8		%

Cash and Interest-Earning Deposits

Cash and interest-earning deposits increased $224.9 million, or 68.4%, from December 31, 2024, primarily due to increased interest-earning deposits at the Federal Reserve Bank of $231.7 million due to increases in deposits outpacing loan growth, partially offset by the repayment of subordinated notes and long-term debt.

Investment Securities

Total investment securities at December 31, 2025 increased $2.3 million, or 0.5%, from December 31, 2024. Purchases of $60.3 million, which were primarily residential mortgage-backed securities, increases in the fair value of available-for-sale investment securities of $17.2 million and a reversal of provision for credit losses of $828 thousand were partially offset by maturities and pay-downs of $68.1 million, sales of $6.9 million and net amortization of purchased premiums and discounts of $1.0 million.

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Table 3—Investment Securities

The following table shows the carrying amount of investment securities, net of allowance for credit losses, at the dates indicated. Held-to-maturity, available-for-sale and equity security portfolios are combined.

			At December 31,
(Dollars in thousands)			2025						2024						2023
State and political subdivisions			$	—					$	1,295					$	2,301
Residential mortgage-backed securities			412,604						417,492						410,329
Collateralized mortgage obligations			1,368						1,685						2,001
Corporate bonds			80,303						71,000						82,699
Equity securities			2,014						2,506						3,293
Total investment securities			$	496,289					$	493,978					$	500,623

Table 4—Investment Securities (Yields)

The following table shows the maturity distribution and weighted average yields of investment securities at amortized cost at December 31, 2025. Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations without call or prepayment penalties. Therefore, the stated yield may not be recognized in future periods. Additionally, residential mortgage-backed securities, which are collateralized by residential mortgage loans, typically prepay at a rate faster than the stated maturity. The weighted average yield is calculated by dividing income, which has not been tax effected on tax-exempt obligations, within each contractual maturity range by the outstanding amount of the related investment. Held-to-maturity and available-for-sale portfolios are combined, net of allowance for credit losses.

			1 Year or less												After 1 Year to 5 Years												After 5 Years to 10 Years												After 10 Years
(Dollars in thousands)			Amortized Cost						Weighted Average Yield						Amortized Cost						Weighted Average Yield						Amortized Cost						Weighted Average Yield						Amortized Cost						Weighted Average Yield
Residential mortgage-backed securities			$	—					—		%				$	644					2.44		%				$	24,543					2.43		%				$	412,023					2.95		%
Collateralized mortgage obligations			—						—						71						2.44						—						—						1,371						1.57
Corporate bonds			7,482						2.09						75,366						4.09						—						—						—						—
Total held-to- maturity and available-for-sale investment securities			$	7,482					2.09		%				$	76,081					4.08		%				$	24,543					2.43		%				$	413,394					2.95		%

At December 31, 2025, the Corporation had no reportable investments in any single issuer representing more than 10% of shareholders' equity.

Loans and Leases

Gross loans and leases held for investment at December 31, 2025 increased $88.2 million, or 1.3%, from December 31, 2024. The growth in gross loans and leases held for investment was primarily due to increases in construction, commercial real estate and home equity loans, partially offset by decreases in commercial and residential mortgage loans and lease financings.

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Table 5—Loan and Lease Maturities and Sensitivity to Changes in Interest Rates

The following table presents the maturity schedule of the loan and lease portfolio at December 31, 2025. Loans with variable rates or floating interest rates include adjustable rate instruments that may have longer than one month, and in some instances, multiple years of a fixed rate interest period.

(Dollars in thousands)			Total						Due in One Year or Less						Due after One Year to Five Years						Due After Five Years to Fifteen Years						Due After Fifteen Years
Loans and leases with fixed predetermined interest rates:
Commercial, financial and agricultural			$	195,444					$	15,112					$	151,804					$	17,909					$	10,619
Real estate-commercial			1,371,487						264,694						1,048,537						47,646						10,610
Real estate-construction			37,978						15,666						15,226						4,267						2,819
Real estate-residential secured for business purpose			183,286						37,268						139,334						6,684						—
Real estate-residential secured for personal purpose			56,413						2,060						9,908						12,874						31,571
Real estate-home equity secured for personal purpose			5,877						746						765						4,366						—
Loans to individuals			9,898						5,932						3,558						217						191
Lease financings			232,066						9,338						209,181						13,547						—
Loans and leases with fixed predetermined interest rates			$	2,092,449					$	350,816					$	1,578,313					$	107,510					$	55,810
Loans and leases with variable or floating interest rates:
Commercial, financial and agricultural			$	831,990					$	725,458					$	79,373					$	27,159					$	—
Real estate-commercial			2,250,049						1,355,076						891,932						3,041						—
Real estate-construction			268,815						174,455						59,557						34,803						—
Real estate-residential secured for business purpose			370,892						108,820						261,821						251						—
Real estate-residential secured for personal purpose			903,197						27,872						200,239						675,086						—
Real estate-home equity secured for personal purpose			194,517						193,821						696						—						—
Loans to individuals			2,895						2,789						6						84						16
Loans with variable or floating interest rates			$	4,822,355					$	2,588,291					$	1,493,624					$	740,424					$	16
Total gross loans and leases held for investment			$	6,914,804					$	2,939,107					$	3,071,937					$	847,934					$	55,826

Asset Quality

The Bank's strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans and leases. Performance of the loan and lease portfolio is monitored on a regular basis by Bank management and lending officers.

Nonaccrual loans and leases are loans or leases for which it is probable that not all principal and interest payments due will be collectible in accordance with the original contractual terms. Factors considered by management in determining accrual status include payment status, borrower cash flows, collateral value and the probability of collecting scheduled principal and interest payments when due.

At December 31, 2025, nonaccrual loans and leases were $13.7 million and had a related allowance for credit losses on loans and leases of $3.0 million. At December 31, 2024, nonaccrual loans and leases were $12.7 million and had a related allowance for credit losses on loans and leases of $1.9 million. During the second quarter of 2025, a $23.7 million commercial loan relationship was placed on nonaccrual status due to, among other things, suspected fraud. Subsequent to the relationship being placed on nonaccrual status, a $7.3 million charge-off was recognized during the second quarter. During the third quarter of 2025, a $1.4 million residential property associated with this relationship was transferred to other real estate owned. During the fourth quarter, loans totaling $13.9 million associated with this relationship were paid off and a $449 thousand recovery was recognized. As of December 31, 2025, the $1.4 million residential property remains in other real estate owned and the carrying value of the asset is supported by the appraised value of real estate collateral. Individual reserves have been established based on current facts and management's judgments about the ultimate outcome of these credits, including the most recent known data available on any related underlying collateral and the borrower's cash flows. The amount of individual reserve needed for these credits could change in future periods subject to changes in facts and judgments related to these credits.

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Net loan and lease charge-offs for the year ended December 31, 2025 were $11.1 million compared to net loan and lease charge-offs of $3.8 million for the year ended December 31, 2024. Net charge-offs for the year ended December 31, 2025 included a $6.8 million net charge-off recorded on a $23.7 million commercial loan relationship.

Other real estate owned was $23.9 million at December 31, 2025, compared to $20.1 million at December 31, 2024. During the year ended December 31, 2025, two nonaccrual residential real estate loans with a total carrying value of $3.9 million were transferred to OREO. Additionally, during the year ended December 31, 2025, two residential real estate properties with a total carrying value of $226 thousand were sold. Additionally, write-downs on repossessed assets totaled $44 thousand during the year. Repossessed assets were $65 thousand at December 31, 2025, compared to $76 thousand at December 31, 2024. During the year ended December 31, 2025, repossessed assets totaling $143 thousand were acquired and repossessed assets totaling $105 thousand were sold.

Table 6—Nonaccrual and Past Due Loans and Leases; Other Real Estate Owned; Repossessed Assets; and Related Ratios

The following table details information pertaining to the Corporation's nonperforming assets at the dates indicated.

			At December 31,
(Dollars in thousands)			2025						2024						2023
Nonaccrual loans held for sale			$	—					$	—					$	8
Nonaccrual loans and leases held for investment			13,743						12,667						20,519
Accruing loans and leases, 90 days or more past due			89						321						534
Total nonperforming loans and leases			$	13,832					$	12,988					$	21,061
Other real estate owned			23,926						20,141						19,032
Repossessed assets			65						76						—
Total nonperforming assets			$	37,823					$	33,205					$	40,093
Loans and leases held for investment			$	6,914,804					$	6,826,583					$	6,567,214
Allowance for credit losses, loans and leases			88,165						87,091						85,387
Nonaccrual loans and leases with partial charge-offs			1,532						273						814
Reserves on individually analyzed loans			3,022						1,945						1,787
Allowance for credit losses, loans and leases / loans and leases held for investment			1.28		%				1.28		%				1.30		%
Nonaccrual loans and leases / loans and leases held for investment			0.20		%				0.19		%				0.31		%
Allowance for credit losses, loans and leases / nonaccrual loans and leases			641.53		%				687.54		%				415.97		%

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Table 7—Loan Portfolio Overview

The following table provides summarized detail related to outstanding commercial loan balances segmented by industry description as of December 31, 2025:

(Dollars in thousands)			December 31, 2025
Industry Description			Total Outstanding Balance						% of Commercial Loan Portfolio
CRE - Retail			$	437,864					7.9		%
Animal Production			428,809						7.8
CRE - Multi-family			383,688						7.0
CRE - 1-4 Family Residential Investment			277,643						5.0
Hotels & Motels (Accommodation)			259,170						4.7
CRE - Office			244,534						4.4
CRE - Industrial / Warehouse			222,619						4.0
Specialty Trade Contractors			209,450						3.8
Nursing and Residential Care Facilities			163,938						3.0
Homebuilding (tract developers, remodelers)			150,906						2.7
Merchant Wholesalers, Durable Goods			137,124						2.5
Crop Production			135,818						2.5
Repair and Maintenance			124,570						2.3
Motor Vehicle and Parts Dealers			116,657						2.1
CRE - Mixed-Use - Commercial			114,659						2.1
CRE - Mixed-Use - Residential			108,517						2.0
Administrative and Support Services			99,083						1.8
Wood Product Manufacturing			98,771						1.8
Real Estate Lenders, Secondary Market Financing			93,066						1.7
Professional, Scientific, and Technical Services			92,883						1.7
Food Services and Drinking Places			90,211						1.6
Fabricated Metal Product Manufacturing			79,947						1.5
Merchant Wholesalers, Nondurable Goods			79,922						1.5
Education			78,031						1.4
Amusement, Gambling, and Recreation Industries			76,874						1.4
Religious Organizations, Advocacy Groups			65,397						1.2
Miniwarehouse / Self-Storage			63,371						1.2
Personal and Laundry Services			62,052						1.1
Food Manufacturing			59,804						1.1
Machinery Manufacturing			52,598						1.0
Industries with >$50 million in outstandings			$	4,607,976					83.6		%
Industries with <$50 million in outstandings			$	901,965					16.4		%
Total Commercial Loans			$	5,509,941					100.0		%
Consumer Loans and Lease Financings			Total Outstanding Balance
Real Estate-Residential Secured for Personal Purpose			$	959,610
Real Estate-Home Equity Secured for Personal Purpose			200,394
Loans to Individuals			12,793
Lease Financings			232,066
Total Consumer Loans and Lease Financings			$	1,404,863
Total			$	6,914,804

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Table 8—Summary of Loan and Lease Loss Experience

The following table presents average loans and leases and loan and lease loss experience for the periods indicated.

			For the Years Ended December 31,
			2025																		2024																		2023
(Dollars in thousands)			Average Loans						Net Charge-offs (Recoveries)						Net Charge-offs (Recoveries) to Average Loans						Average Loans						Net Charge-offs (Recoveries)						Net Charge-offs (Recoveries) to Average Loans						Average Loans						Net Charge-offs (Recoveries)						Net Charge-offs (Recoveries) to Average Loans
Commercial, financial and agricultural			$	1,041,998					$	8,444					0.81		%				$	1,035,684					$	2,329					0.22		%				$	1,056,025					$	4,510					0.43		%
Real estate-commercial			3,520,879						1,147						0.03						3,367,837						21						—						3,182,965						37						—
Real estate-construction			300,136						—						—						329,218						500						0.15						414,567						206						0.05
Real estate-residential secured for business purpose			539,146						—						—						528,631						(235)						(0.04)						505,240						(135)						(0.03)
Real estate-residential secured for personal purpose			990,788						35						—						960,915						(134)						(0.01)						826,943						—						—
Real estate-home equity secured for personal purpose			193,257						(2)						—						180,579						(46)						(0.03)						175,395						2						—
Loans to individuals			15,360						675						4.39						26,645						828						3.11						27,063						426						1.57
Lease financings			234,022						819						0.35						247,697						539						0.22						230,466						351						0.15
Total			$	6,835,586					$	11,118					0.16		%				$	6,677,206					$	3,802					0.06		%				$	6,418,664					$	5,397					0.08		%

During the year ended December 31, 2025, the Corporation recorded charge-offs of $7.3 million related to a $23.7 million commercial loan relationship. During the year ended December 31, 2024, the Corporation recorded charge-offs of $900 thousand related to five commercial loan relationships. During the year ended December 31, 2023, the Corporation recorded charge-offs of $2.4 million related to two nonaccrual commercial loans to one borrower totaling $5.9 million.

Table 9—Allowance for Credit Losses On Loans and Leases

The following table summarizes the allocation of the allowance for credit losses on loans and leases, and the percentage of loans and leases in each major loan category to total loans and leases held for investment at the dates indicated.

			At December 31,
			2025																		2024
(Dollars in thousands)			ACL						% of ACL to Total ACL						% of Loans to Total Loans						ACL						% of ACL to Total ACL						% of Loans to Total Loans
Commercial, financial and agricultural			$	16,983					19.3		%				14.9		%				$	16,079					18.5		%				15.2		%
Real estate-commercial			47,166						53.5						52.4						46,867						53.8						51.7
Real estate-construction			5,475						6.2						4.4						4,924						5.7						4.0
Real estate-residential secured for business purpose			7,600						8.6						8.0						7,491						8.6						7.9
Real estate-residential secured for personal purpose			6,341						7.2						13.9						7,222						8.3						14.6
Real estate-home equity secured for personal purpose			1,638						1.9						2.9						1,706						2.0						2.7
Loans to individuals			348						0.4						0.2						342						0.4						0.3
Lease financings			2,614						3.0						3.4						2,460						2.8						3.6
Total			$	88,165					100.0		%				100.0		%				$	87,091					100.0		%				100.0		%

At December 31, 2025, the allowance for credit losses on individually analyzed loans was $3.0 million, or 22.9% of the balance of individually analyzed loans of $13.2 million. At December 31, 2024, the allowance for credit losses on individually analyzed loans was $1.9 million, or 16.1% of the balance of individually analyzed loans of $12.1 million.

Goodwill and Other Intangible Assets

Goodwill and other intangible assets have been recorded on the books of the Corporation in connection with acquisitions. There was no impairment of goodwill or identifiable intangibles recorded during 2023 through 2025. There can be no assurance that future impairment assessments or tests will not result in a charge to earnings.

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LIABILITIES

The following table presents liabilities at the dates indicated:

			At December 31,
(Dollars in thousands)			2025						2024						$ Change						% Change
Deposits			$	7,087,313					$	6,759,259					$	328,054					4.9		%
Short-term borrowings			24,411						11,181						13,230						118.3
Long-term debt			200,000						225,000						(25,000)						(11.1)
Subordinated notes			98,867						149,261						(50,394)						(33.8)
Operating lease liabilities			28,531						31,485						(2,954)						(9.4)
Accrued interest payable and other liabilities			54,457						64,930						(10,473)						(16.1)
Total liabilities			$	7,493,579					$	7,241,116					$	252,463					3.5		%

Deposits

Total deposits increased $328.1 million, or 4.9%, from December 31, 2024, primarily due to increases in commercial, brokered and public funds deposits, partially offset by a decrease in consumer deposits. At December 31, 2025, noninterest-bearing deposits totaled $1.4 billion and represented 20.2% of total deposits, compared to $1.4 billion representing 20.9% at December 31, 2024. Unprotected deposits, which excludes insured, internal, and collateralized deposit accounts, totaled $1.6 billion and $1.5 billion at December 31, 2025 and 2024, respectively. This represented 23.2% of total deposits at December 31, 2025 compared to 22.0% at December 31, 2024.

Table 10—Deposits

The following table summarizes the average amount of deposits for the periods indicated:

			For the Years Ended December 31,
(Dollars in thousands)			2025						2024						2023
Noninterest-bearing deposits			$	1,406,985					$	1,380,178					$	1,646,286
Interest-bearing checking deposits			1,281,075						1,191,634						1,034,327
Money market savings			1,920,600						1,801,035						1,611,169
Regular savings			720,718						740,493						871,332
Time deposits			1,485,281						1,413,589						931,944
Total average deposits			$	6,814,659					$	6,526,929					$	6,095,058

At December 31, 2025 and 2024, the Corporation had $3.4 billion and $3.2 billion, respectively, in uninsured deposits in excess of the FDIC insurance limit of $250,000. At December 31, 2025 and 2024, the Corporation had $281.9 million and $276.0 million, respectively, in time deposits in excess of $250,000 maturing disclosed in the table below. Brokered deposits in the amount of $405.1 million and $360.0 million at December 31, 2025 and December 31, 2024, respectively, are not included in time deposits more than $250,000.

(Dollars in thousands)			For the Years Ended December 31,
Maturity Period			2025						2024
Due Three Months or Less			$	108,462					$	76,621
Due Over Three Months to Six Months			81,603						94,290
Due Over Six Months to Twelve Months			76,954						81,338
Due Over Twelve Months			14,864						23,734
Total			$	281,883					$	275,983

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Borrowings

Total borrowings decreased $62.2 million from December 31, 2024, primarily due to a $100.0 million redemption of previously issued subordinated notes partially offset by $50.0 million aggregate principal amount fixed-to-floating rate subordinated notes issued in the third quarter of 2025, and pay-downs of $25.0 million in long-term debt. These decreases were partially offset by an increase of $13.2 million in customer repurchase agreements.

Short-term borrowings at December 31, 2025 consisted of $24.4 million of customer repurchase agreements. Long-term debt at December 31, 2025 consisted of $200.0 million of FHLB advances and $98.9 million of subordinated notes. At December 31, 2025 and 2024, the Bank had outstanding short-term letters of credit with the FHLB totaling $1.4 billion and $1.3 billion, respectively, which were utilized to collateralize public fund deposits and other secured deposits.

Other Liabilities

Other liabilities decreased $10.5 million, or 16.1%, from December 31, 2024, primarily due to a decrease in accrued interest payable on time deposits.

SHAREHOLDERS' EQUITY

The following table presents total shareholders' equity at the dates indicated:

			At December 31,
(Dollars in thousands)			2025						2024						$ Change						% Change
Common stock			$	157,784					$	157,784					$	—					—		%
Additional paid-in capital			304,021						302,829						1,192						0.4
Retained earnings			591,202						525,780						65,422						12.4
Accumulated other comprehensive loss			(25,467)						(43,992)						18,525						(42.1)
Treasury stock			(84,222)						(55,100)						(29,122)						52.9
Total shareholders' equity			$	943,318					$	887,301					$	56,017					6.3		%

The increase in shareholders' equity at December 31, 2025 of $56.0 million from December 31, 2024 was primarily related to an increase in retained earnings of $65.4 million. Retained earnings was impacted by net income of $90.8 million, partially offset by $25.0 million in cash dividends paid during the year. Accumulated other comprehensive loss decreased by $18.5 million, which was primarily attributable to increases in the fair value of available-for-sale investment securities of $13.6 million, net of tax, and an increase in unrecognized actuarial losses related to the Corporation's pension plan of $3.9 million, net of tax. Treasury stock increased $29.1 million from December 31, 2024, related to repurchases of 1,129,217 shares at a cost of $34.6 million, offset by $5.5 million of stock issued under the dividend reinvestment plan and employee stock purchase plan, and stock-based incentive plan activity.

Discussion of Segments

The Corporation has three operating segments: Banking, Wealth Management and Insurance. Detailed segment information appears in Note 23, "Segment Reporting" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K.

The Banking segment reported pre-tax income of $115.6 million in 2025, $96.1 million in 2024 and $90.3 million in 2023. See the section of this Management's Discussion and Analysis under the heading "Results of Operations" and "Financial Condition" for a discussion of the key items impacting the Banking Segment.

The Wealth Management segment reported pre-tax income of $8.3 million in 2025, $6.1 million in 2024 and $5.0 million in 2023, which included noninterest income of $31.9 million in 2025, $29.9 million in 2024 and $26.8 million in 2023. Noninterest expense was $23.7 million in 2025, $23.9 million in 2024 and $21.8 million in 2023. The increases in noninterest income from 2024 and 2023 were primarily due to new customer relationships and appreciation of assets under management and supervision. Noninterest expense in 2025 compared to 2024 was relatively unchanged, while the increase in noninterest expense from 2023 to 2024 was primarily due to increases in salaries and commissions. Wealth Management assets under management and supervision were $5.9 billion as of December 31, 2025, $5.2 billion as of December 31, 2024 and $4.7 billion as of December 31, 2023.

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The Insurance segment reported pre-tax income of $5.5 million in 2025, $5.7 million in 2024 and $5.1 million in 2023, which included noninterest income of $22.5 million in 2025 and 2024 and $21.5 million in 2023. Noninterest expense was $16.9 million in 2025, $16.7 million in 2024 and $16.4 million in 2023. Noninterest income in 2025 compared to 2024 was relatively unchanged, reflecting an increase in revenue from commercial lines of $672 thousand being offset by a decrease in contingent commission income of $691 thousand. The increases in noninterest expense were primarily due to increases in salaries and commissions.

Capital Adequacy

Capital guidelines assign minimum capital requirements for categories of assets depending on their assigned risks. The components of risk-based capital for the Corporation are Tier 1 and Tier 2.

At December 31, 2025, the Corporation had a Tier 1 risk-based capital ratio of 11.22% and total risk-based capital ratio of 13.86%. At December 31, 2024, the Corporation had a Tier 1 capital ratio of 10.85% and total risk-based capital ratio of 14.19%. The Corporation continues to be in the "well-capitalized" category under regulatory standards. Details on the capital ratios can be found in Note 21, "Regulatory Matters," included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K along with a discussion on dividend and other restrictions.

Asset/Liability Management

The primary functions of Asset/Liability Management are to minimize interest rate risk and to ensure adequate earnings, capital and liquidity while maintaining an appropriate balance of interest-earning assets and interest-bearing liabilities. Management's objective with regard to interest rate risk is to understand the Corporation's sensitivity to changes in interest rates and develop and implement strategies to minimize volatility while maximizing net interest income.

The Corporation uses gap analysis and earnings at risk simulation modeling to quantify exposure to interest rate risk. The Corporation uses the gap analysis to identify and monitor long-term rate exposure and uses a risk simulation model to measure short-term rate exposure. The Corporation runs various earnings simulation scenarios to quantify the impact of declining or rising interest rates on net interest income over a one-year and two-year horizon. The simulations use expected cash flows and repricing characteristics for all financial instruments at a point in time and incorporate company-developed, market-based assumptions regarding growth, pricing, and optionality such as prepayment speeds. As interest rates increase, fixed-rate assets tend to decrease in value; conversely, as interest rates decline, fixed-rate assets tend to increase in value.

Interest Rate Sensitivity

Interest rate sensitivity is a function of the repricing characteristics of the Corporation's assets and liabilities. Minimizing the balance sheet's maturity and repricing risk is a continual focus. The Corporation uses a variety of techniques to assist in identifying and evaluating the potential range of risk, including a maturity/repricing gap analysis as well as an Earnings at Risk analysis under various interest rate scenarios.

The gap analysis identifies repricing gaps in the Corporation’s balance sheet. All assets and liabilities are modeled to reflect some level of behavioral optionality, such as prepayments on loans, early call features on investments or potential pricing change and/or product change to interest-bearing deposits. The Corporation projects all noninterest-bearing deposits to be considered non-rate sensitive, while utilizing an all-encompassing deposit beta assumption that captures changes in interest expense that may occur as interest rates change or balances shift into other products. These assumptions are based upon historic behavior; however, they are inherently uncertain and thus cannot precisely predict the impact of changes in interest rates. While actual results will differ from simulated results due to customer behavioral change and/or market and regulatory influences, the following models are important tools to guide management.

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Table 11—Interest Rate Sensitivity Gap Analysis

The following table presents the Corporation's gap analysis at December 31, 2025:

(Dollars in thousands)			Within Three Months						After Three Months to Twelve Months						After One Year to Five Years						Over Five Years						Non-Rate Sensitive						Total
Assets:
Cash and due from banks			$	—					$	—					$	—					$	—					$	63,579					$	63,579
Interest-earning deposits with other banks			490,133						---						---						---						---						490,133
Investment securities, net of allowance for credit losses			70,003						43,901						181,185						223,208						(22,008)						496,289
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost			---						---						---						---						37,808						37,808
Loans held for sale			11,058						---						---						---						4,230						15,288
Loans and leases, net of allowance for credit losses			2,551,201						704,999						2,997,771						647,660						(74,992)						6,826,639
Other assets			---						---						---						---						507,161						507,161
Total assets			$	3,122,395					$	748,900					$	3,178,956					$	870,868					$	515,778					$	8,436,897
Liabilities and shareholders' equity:
Noninterest-bearing deposits			$ ---						$ ---						$ ---						$ ---						$	1,431,974					$	1,431,974
Interest-bearing demand deposits			3,478,924						---						---						---						---						3,478,924
Savings deposits			762,130						---						---						---						---						762,130
Time deposits			375,740						584,127						454,038						380						---						1,414,285
Borrowings			73,278						50,000						200,000						---						---						323,278
Other liabilities			---						---						---						---						82,988						82,988
Shareholders' equity			---						---						---						---						943,318						943,318
Total liabilities and shareholders' equity			$	4,690,072					$	634,127					$	654,038					$	380					$	2,458,280					$	8,436,897
Incremental gap			$	(1,567,677)					$	114,773					$	2,524,918					$	870,488					$	(1,942,502)
Cumulative gap			$	(1,567,677)					$	(1,452,904)					$	1,072,014					$	1,942,502
Cumulative gap as a percentage of interest-earning assets			(19.7		%)				(18.3		%)				13.5		%				24.4		%

The table above indicates that the Corporation holds a greater amount of liabilities that have the opportunity to reprice over assets in the next twelve months. This table is limited as it does not take into consideration the magnitude of the repricing change in relation to interest rate changes. Further, the estimated sensitivities are based upon a number of assumptions, including the timing and magnitude of interest rate changes, prepayments on loans receivable and securities, pricing strategies on loans receivable and deposits, and replacement of asset and liability cash flows. While the assumptions used are bank specific and based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions, including how customer preferences or competitor influences might change.

Table 12—Net Interest Income - Summary of Earnings at Risk Simulation

Management also performs a simulation of net interest income to measure interest rate exposure. The following table demonstrates the anticipated impact of an instantaneous and parallel interest rate shift, or "shock," to the yield curve on the Corporation's net interest income over the next twelve months. This simulation incorporates the same assumptions noted above and assumes a static balance sheet with no incremental growth in interest-earning assets or interest-bearing liabilities over the next twelve months.

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The changes to net interest income are shown in the below table at December 31, 2025. The results suggest the Corporation's year-end balance sheet is asset sensitive as net interest income is projected to increase in a rising rate environment. Actual results will likely be different than modeled due to numerous factors, including interest rates earned on new loans and investments as well as rates paid on new and existing deposits and new borrowings. The changes to net interest income shown below are in compliance with the Corporation's policy guidelines.

			Estimated Change in Net Interest Income Over Next 12 Months
(Dollars in thousands)			Amount						Percent
Rate shock - Change in interest rates
+300 basis points			$	14,807					5.47		%
+200 basis points			10,382						3.84
+100 basis points			5,817						2.15
-100 basis points			(7,318)						(2.70)
-200 basis points			(19,851)						(7.34)
-300 basis points			(37,532)						(13.87)

The estimated sensitivities are based upon a number of assumptions, including the timing and magnitude of interest rate changes, prepayments on loans receivable and securities, pricing strategies on loans receivable and deposits, and replacement of asset and liability cash flows. While the assumptions used are bank specific and based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions, including how customer preferences or competitor influences might change.

Credit Risk

Originating loans exposes the Corporation to credit risk, which is the risk that the principal balance of a loan and any related interest will not be collected due to the inability of the borrower to repay the loan. The Corporation manages credit risk in the loan portfolio through adherence to consistent and conservative underwriting standards and policies established by the senior credit leadership and approved by the Board of Directors. Written loan policies establish underwriting standards, lending limits and other standards or limits as deemed necessary and prudent. While the Corporation has strict underwriting, review, and monitoring procedures in place, they cannot eliminate all of the risks related to these lending activities.

The Corporation's loan review department conducts ongoing, independent reviews of the lending process to ensure adherence to established policies and procedures, monitors compliance with applicable laws and regulations and provides objective measurement of the risk inherent in the loan portfolio.

The Corporation focuses on both assessing the borrower's capacity and willingness to repay and obtaining sufficient collateral. Commercial, financial and agricultural loans are generally secured by the borrower's assets and by personal guarantees. Commercial real estate, construction and residential real estate secured for business purposes loans are originated primarily within the Pennsylvania, Maryland, Delaware and New Jersey market areas at prudent loan-to-value ratios and are often additionally supported by guaranties. Management closely monitors the composition and quality of the total commercial loan portfolio to ensure that any credit concentrations by borrower or industry are identified and managed. See "Risk Factors" included herein under Item 1A for additional information on lending risk related to commercial loans.

The Corporation originates fixed-rate and adjustable-rate residential mortgage loans that are secured by the underlying 1- to 4-family residential properties for personal purposes. Credit risk exposure in this area of lending is minimized by the evaluation of the creditworthiness of the borrower, including debt-to-income ratios, credit scores and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. Residential mortgage loans granted in excess of the 80% loan-to-value ratio are generally insured by private mortgage insurance.

Credit risk in the consumer loan portfolio is controlled by strict adherence to underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower and, if secured, collateral values. In the home equity loan portfolio, combined loan-to-value ratios are generally limited to 80%, but may be increased to 85% for the Corporation's strongest profile borrowers. Other credit considerations and compensating factors may warrant higher combined loan-to-value ratios. These loans are included within the portfolio of loans to individuals.

The primary risks that are involved with lease financing receivables are credit underwriting and borrower industry concentrations. The Corporation has strict underwriting, review, and monitoring procedures in place to mitigate these risks.

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Risk also lies in the residual value of the underlying equipment. Residual values are subject to judgments as to the value of the underlying equipment that can be affected by changes in economic and market conditions and the financial viability of the residual guarantors and insurers. To the extent not guaranteed or assumed by a third party, or otherwise insured against, the Corporation bears the risk of ownership of the leased assets. This includes the risk that the actual value of the leased assets at the end of the lease term will be less than the residual value. The Corporation greatly reduces this risk primarily by using $1.00 buyout leases and equipment finance agreements, in which the entire cost of the leased equipment is included in the contractual payments, leaving no residual payment at the end of the lease term for the majority of the lease portfolio.

The Corporation closely monitors delinquencies as another means of maintaining asset quality. Collection efforts begin after a loan payment is missed, by attempting to contact borrowers. If collection attempts fail, the Corporation will proceed to gain control of collateral in a timely manner to minimize losses. While liquidation and recovery efforts continue, officers continue to work with the borrowers, if appropriate, to recover monies owed to the Corporation.

Liquidity

The Corporation, in its role as a financial intermediary, is exposed to certain liquidity risks. Liquidity refers to the Corporation's ability to ensure that sufficient cash flows and liquid assets are available to satisfy demand for loans, deposit withdrawals, repayment of borrowings, certificates of deposit at maturity, operating expenses and capital expenditures. The Corporation manages liquidity risk by measuring and monitoring liquidity sources and estimated funding needs on a daily basis. The Corporation has a contingency funding plan in place to address liquidity needs in the event of an institution-specific or a systemic financial crisis.

The Corporation and its subsidiaries maintain ample ability to meet the liquidity needs of its customers. Our most liquid assets, unencumbered cash and cash equivalents, were $549.2 million and $327.8 million at December 31, 2025 and December 31, 2024, respectively. Unencumbered securities classified as available-for-sale, which provide additional sources of liquidity, totaled $37.3 million and $55.4 million at December 31, 2025 and December 31, 2024, respectively. Further, the Corporation and its subsidiaries had committed borrowing capacity from the Federal Home Loan Bank, Federal Reserve Bank and a correspondent bank of $3.8 billion and $3.7 billion at December 31, 2025 and December 31, 2024, respectively, of which $2.3 billion and $2.1 billion was available as of December 31, 2025 and December 31, 2024, respectively. The Corporation and its subsidiaries also maintained uncommitted funding sources from correspondent banks of $457.0 million at December 31, 2025 and $468.0 million at December 31, 2024. Future availability under these uncommitted funding sources is subject to the prerogatives of the granting banks and may be withdrawn at will.

Sources of Funds

Non-brokered deposits continue to be the largest significant funding source for the Corporation. These deposits are primarily generated from individuals, businesses, public funds and non-profit customers located in our primary service areas. The Corporation faces increased competition for these deposits from a large array of financial market participants, including banks, credit unions, savings institutions, mutual funds, security dealers and others.

As part of its diversified funding strategy, the Corporation also utilizes a mix of short-term and long-term wholesale funding providers. Wholesale funding includes federal funds purchases from correspondent banks, secured borrowing lines from the Federal Home Loan Bank of Pittsburgh and the Federal Reserve Bank of Philadelphia, and brokered deposits and other similar sources.

Cash Requirements

The Corporation has cash requirements for various financial obligations, including contractual obligations and commitments that require cash payments. The most significant contractual obligations, in both the under and over one-year time period, are for the Bank to repay certificates of deposit and short- and long-term borrowings. Certificates of deposit due within one year of December 31, 2025 totaled $960.1 million. If these deposits do not remain with the Bank, the Bank will be required to seek other sources of funds, which may be more expensive to obtain. The Bank anticipates meeting these obligations by utilizing on-balance sheet liquidity and continuing to provide convenient depository and cash management services through its financial center network, thereby replacing these contractual obligations with similar funding sources at rates that are competitive in our market. The Bank will also use borrowings and brokered deposits to meet its obligations.

Commitments to extend credit are the Bank's most significant commitment in both the under and over one-year time periods. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon.

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Recent Accounting Pronouncements

For information regarding recent accounting pronouncements, refer to Note 1, "Summary of Significant Accounting Policies" of this Form 10-K.

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates. In the normal course of its business activities including lending, investing, receiving deposits and borrowing funds, the Corporation is subject to changes in the economic value and/or earnings potential of the assets and liabilities due to changes in interest rates. The Corporation's Investment Asset/Liability Management Committee is responsible for managing interest rate risk in a manner so as to provide adequate and reliable earnings. This is accomplished through the establishment of policy limits on maximum risk exposures, as well as the regular and timely monitoring of reports designed to quantify risk and return levels. The Corporation's Board of Directors establishes policies that govern interest rate risk management.

Information with respect to quantitative and qualitative disclosures about market risk can be found in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" including Liquidity and Interest Rate Sensitivity.

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Item 8.    Financial Statements and Supplementary Data

The following audited consolidated financial statements and related documents are set forth in this Annual Report on Form 10-K on the following pages:

			Page
Report of Independent Registered Public Accounting Firm			53

Auditor Name: KPMG, LLP

Auditor Location: Philadelphia, PA

Auditor Firm ID: 185

Consolidated Balance Sheets			55
Consolidated Statements of Income			56
Consolidated Statements of Comprehensive Income			57
Consolidated Statements of Changes in Shareholders' Equity			58
Consolidated Statements of Cash Flows			59
Notes to Consolidated Financial Statements			61

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Univest Financial Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Univest Financial Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Valuation of the allowance for credit losses related to pooled loans

As discussed in Notes 1 and 5 to the consolidated financial statements, the Company’s allowance for credit losses on loans and leases was $88.2 million as of December 31, 2025, a portion of which is related to pooled loans (the collective ACL). The Company utilizes a discounted cash flow (DCF) model to calculate the present value of the expected cash flows for pools of loans that share similar risk characteristics and compares the results of this calculation to the amortized cost basis to determine its collective ACL balance. The contractual term used in projecting the cash flows of a loan is based on the maturity date of a loan and is adjusted for prepayment or curtailment assumptions which may shorten that contractual time period. The Company estimated the collective ACL using a model that incorporates probability of default (PD) and loss given default (LGD) components. The PD model component incorporates economic factors into forecasting within the DCF model utilizing a method which generates PD rate inputs by analyzing how one or more of the economic factors, chosen based on statistical correlation to a loan pool’s performance, change the default rate using a statistical regression analysis. The reasonable and supportable forecasts

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and scenarios are based on the projected performance of the selected economic variables which are sourced from a third party. Management evaluated the likelihood of each scenario to determine a reasonable and supportable forecast, including the relevant economic factors (loss driver selection). Management utilizes a four-quarter forecast period followed by a four-quarter reversion to historical averages. The LGD model component is determined utilizing an estimation technique that derives a LGD input from segment specific risk curves that correlate LGD with PD. The effective interest rate of the underlying loans of the Company serves as the discount rate applied to the expected periodic cash flows. The collective ACL estimate also included consideration of the need for qualitative adjustments related to factors that are not fully captured in the quantitative model.

We identified the assessment of the collective ACL as a critical audit matter. Such assessment required complex auditor judgment, and specialized skills and knowledge in the industry due to significant measurement uncertainty. The assessment of the collective ACL encompassed the evaluation of the collective ACL methodology, including the assumptions used to estimate (1) the PD rate input and its key assumptions including loan pool segmentation, peer selection, the historical observation period, and loss driver selection, (2) the reasonable and supportable economic forecast and scenarios and (3) the LGD input. In addition, auditor judgment was required to evaluate the sufficiency of audit evidence obtained.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ACL, including controls over the:

•governance and oversight over the collective ACL methodology

•development of the PD rate input and LGD rate input

•determination of the key assumptions used to estimate the PD rate input, reasonable and supportable economic forecast and scenarios, and the LGD rate input

•measurement and on-going monitoring of the collective ACL estimate.

We evaluated the Company’s process to develop the collective ACL estimate by testing certain sources of data, factors, and assumptions that the Company used and considered, including the relevance and reliability of such data, factors and assumptions. In addition, we involved credit risk professionals with specialized skills and knowledge who assisted in:

•evaluating the Company's collective ACL methodology for compliance with U.S. generally accepted accounting principles

•evaluating the assumptions used in determining the PD rate input, reasonable and supportable economic forecast, and LGD rate input, by inspecting management's model and methodology documentation and through comparisons against Company specific metrics and applicable industry and regulatory practices

•determining whether loans are pooled by similar risk characteristics by comparing to the Company's business and environment and relevant industry practices.

We also assessed the sufficiency of the audit evidence obtained related to the collective ACL estimate by evaluating the:

•cumulative results of the audit procedures

•qualitative aspects of the Company's accounting practices

•potential bias in the accounting estimate.

We have served as the Company's auditor since 2004.

Philadelphia, Pennsylvania

February 23, 2026

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UNIVEST FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

			At December 31,
(Dollars in thousands, except share data)			2025						2024
ASSETS
Cash and due from banks			$	63,579					$	75,998
Interest-earning deposits with other banks			490,133						252,846
Cash and cash equivalents			553,712						328,844
Investment securities held-to-maturity (fair value $109,724 and $115,007 at December 31, 2025 and 2024, respectively)			123,024						134,111
Investment securities available-for-sale (amortized cost $398,476 and $402,651, net of allowance for credit losses of $11 and $839 at December 31, 2025 and 2024, respectively)			371,251						357,361
Investments in equity securities			2,014						2,506
Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost			37,808						38,980
Loans held for sale			15,288						16,653
Loans and leases held for investment			6,914,804						6,826,583
Less: Allowance for credit losses, loans and leases			(88,165)						(87,091)
Net loans and leases held for investment			6,826,639						6,739,492
Premises and equipment, net			45,554						46,671
Operating lease right-of-use asset			25,795						28,531
Goodwill			175,510						175,510
Other intangibles, net of accumulated amortization			7,328						8,309
Bank owned life insurance			140,001						139,351
Accrued interest receivable and other assets			112,973						112,098
Total assets			$	8,436,897					$	8,128,417
LIABILITIES
Noninterest-bearing deposits			$	1,431,974					$	1,414,635
Interest-bearing deposits			5,655,339						5,344,624
Total deposits			7,087,313						6,759,259
Short-term borrowings			24,411						11,181
Long-term debt			200,000						225,000
Subordinated notes			98,867						149,261
Operating lease liabilities			28,531						31,485
Accrued interest payable and other liabilities			54,457						64,930
Total liabilities			7,493,579						7,241,116
SHAREHOLDERS' EQUITY
Common stock, $5 par value: 48,000,000 shares authorized at December 31, 2025 and 2024; 31,556,799 shares issued at December 31, 2025 and 2024; 28,156,917 and 29,045,877 shares outstanding at December 31, 2025 and 2024, respectively			157,784						157,784
Additional paid-in capital			304,021						302,829
Retained earnings			591,202						525,780
Accumulated other comprehensive loss, net of tax benefit			(25,467)						(43,992)
Treasury stock, at cost; 3,399,882 and 2,510,922 shares at December 31, 2025 and 2024, respectively			(84,222)						(55,100)
Total shareholders' equity			943,318						887,301
Total liabilities and shareholders' equity			$	8,436,897					$	8,128,417

See accompanying notes to consolidated financial statements.

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UNIVEST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

			For the Years Ended December 31,
(Dollars in thousands, except per share data)			2025						2024						2023
Interest income
Interest and fees on loans and leases			$	397,807					$	383,308					$	347,918
Interest and dividends on investment securities:
Taxable			15,925						14,909						14,225
Exempt from federal income taxes			4						33						58
Interest on deposits with other banks			13,902						11,193						6,660
Interest and dividends on other earning assets			2,848						2,912						2,869
Total interest income			430,486						412,355						371,730
Interest expense
Interest on demand deposits			106,159						113,074						87,821
Interest on savings deposits			4,024						3,529						3,249
Interest on time deposits			61,838						64,266						34,979
Interest on short-term borrowings			19						249						7,095
Interest on long-term debt and subordinated notes			18,251						20,067						18,589
Total interest expense			190,291						201,185						151,733
Net interest income			240,195						211,170						219,997
Provision for credit losses			11,667						5,933						10,770
Net interest income after provision for credit losses			228,528						205,237						209,227
Noninterest income
Trust fee income			8,853						8,491						7,732
Service charges on deposit accounts			8,991						8,082						7,048
Investment advisory commission and fee income			22,799						21,208						18,864
Insurance commission and fee income			22,443						22,349						21,043
Other service fee income			10,938						14,747						12,381
Bank owned life insurance income			5,849						3,861						3,185
Net gain on sales of investment securities			—						18						—
Net gain on mortgage banking activities			3,362						5,265						3,689
Other income			4,626						4,034						2,882
Total noninterest income			87,861						88,055						76,824
Noninterest expense
Salaries, benefits and commissions			127,023						123,745						120,188
Net occupancy			11,149						11,025						10,686
Equipment			4,293						4,453						4,132
Data processing			17,425						16,956						16,799
Professional fees			7,217						6,402						7,141
Marketing and advertising			1,653						2,173						2,180
Deposit insurance premiums			4,526						4,432						4,825
Intangible expenses			469						694						938
Restructuring charges			—						—						1,519
Other expense			29,284						28,112						28,954
Total noninterest expense			203,039						197,992						197,362
Income before income taxes			113,350						95,300						88,689
Income tax expense			22,593						19,369						17,585
Net income			$	90,757					$	75,931					$	71,104
Net income per share:
Basic			$	3.16					$	2.60					$	2.42
Diluted			3.13						2.58						2.41

See accompanying notes to consolidated financial statements.

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UNIVEST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

			For the Years Ended December 31,
(Dollars in thousands)			2025																		2024																		2023
			Before Tax Amount						Tax Expense (Benefit)						Net of Tax Amount						Before Tax Amount						Tax Expense (Benefit)						Net of Tax Amount						Before Tax Amount						Tax Expense (Benefit)						Net of Tax Amount
Income			$	113,350					$	22,593					$	90,757					$	95,300					$	19,369					$	75,931					$	88,689					$	17,585					$	71,104
Other comprehensive income:
Net unrealized gains (losses) on available-for-sale investment securities:
Net unrealized holding gains (losses) arising during the period			18,066						3,794						14,272						(1,098)						(231)						(867)						7,681						1,613						6,068
(Reversal of provision) provision for credit losses			(828)						(174)						(654)						108						23						85						(409)						(86)						(323)
Less: reclassification adjustment for net gains on sales realized in net income (1)			—						—						—						(18)						(4)						(14)						—						—						—
Total net unrealized gains (losses) on available-for-sale investment securities			17,238						3,620						13,618						(1,008)						(212)						(796)						7,272						1,527						5,745
Net unrealized gains on interest rate swaps used in cash flow hedges:
Net unrealized holding losses arising during the period			—						—						—						(1,979)						(416)						(1,563)						(2,726)						(573)						(2,153)
Less: reclassification adjustment for net losses realized in net income			—						—						—						3,747						787						2,960						5,593						1,175						4,418
Reclassification adjustment recorded in earnings (2)			2,289						481						1,808						946						199						747						—						—						—
Total net unrealized gains on interest rate swaps used in cash flow hedges			2,289						481						1,808						2,714						570						2,144						2,867						602						2,265
Defined benefit pension plans:
Net unrealized gains arising during the period			3,773						792						2,981						6,129						1,287						4,842						3,380						710						2,670
Less: amortization of net actuarial loss included in net periodic pension costs (3)			149						31						118						587						123						464						985						207						778
Total defined benefit pension plans			3,922						823						3,099						6,716						1,410						5,306						4,365						917						3,448
Other comprehensive income			23,449						4,924						18,525						8,422						1,768						6,654						14,504						3,046						11,458
Total comprehensive income			$	136,799					$	27,517					$	109,282					$	103,722					$	21,137					$	82,585					$	103,193					$	20,631					$	82,562

(1) Included in net gain on sales of investment securities on the consolidated statements of income (before tax amount).

(2) Represents reclassification to earnings as a reduction to interest income of amounts included in accumulated other comprehensive income on the consolidated balance sheet related to the interest rate swap terminated August 2, 2024.

(3) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (before tax amount). See Note 13, "Retirement Plans and Other Postretirement Benefits" for additional details.

See accompanying notes to consolidated financial statements.

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UNIVEST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Dollars in thousands, except per share data)			Common Shares Outstanding						Common Stock						Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive (Loss) Income						Treasury Stock						Total
Balance at December 31, 2022			29,271,915						$	157,784					$	300,808					$	428,637					$	(62,104)					$	(48,625)					$	776,500
Net income			—						—						—						71,104						—						—						71,104
Other comprehensive income, net of income tax			—						—						—						—						11,458						—						11,458
Cash dividends declared ($0.84 per share)			—						—						—						(24,717)						—						—						(24,717)
Stock-based compensation			—						—						4,210						(333)						—						—						3,877
Stock issued under dividend reinvestment and employee stock purchase plans			128,480						—						(78)						—						—						2,643						2,565
Vesting of restricted stock units, net of shares withheld to cover taxes			131,601						—						(3,857)						—						—						2,625						(1,232)
Exercise of stock options			6,210						—						(17)						—						—						132						115
Purchases of treasury stock			(26,485)						—						—						—						—						(462)						(462)
Balance at December 31, 2023			29,511,721						$	157,784					$	301,066					$	474,691					$	(50,646)					$	(43,687)					$	839,208
Net income			—						—						—						75,931						—						—						75,931
Other comprehensive income, net of income tax			—						—						—						—						6,654						—						6,654
Cash dividends declared ($0.84 per share)			—						—						—						(24,552)						—						—						(24,552)
Stock-based compensation			—						—						4,526						(290)						—						—						4,236
Stock issued under dividend reinvestment and employee stock purchase plans			98,424						—						114						—						—						2,270						2,384
Vesting of restricted stock units, net of shares withheld to cover taxes			108,615						—						(3,251)						—						—						2,378						(873)
Exercise of stock options			130,810						—						374						—						—						2,821						3,195
Purchases of treasury stock			(803,693)						—						—						—						—						(18,882)						(18,882)
Balance at December 31, 2024			29,045,877						$	157,784					$	302,829					$	525,780					$	(43,992)					$	(55,100)					$	887,301
Net income			—						—						—						90,757						—						—						90,757
Other comprehensive income, net of income tax			—						—						—						—						18,525						—						18,525
Cash dividends declared ($0.87 per share)			—						—						—						(25,023)						—						—						(25,023)
Stock-based compensation			—						—						4,542						(311)						—						—						4,231
Stock issued under dividend reinvestment and employee stock purchase plans			76,481						—						201						(1)						—						2,116						2,316
Vesting of restricted stock units, net of shares withheld to cover taxes			110,262						—						(3,725)						—						—						2,113						(1,612)
Exercise of stock options			53,514						—						174						—						—						1,274						1,448
Purchases of treasury stock			(1,129,217)						—						—						—						—						(34,625)						(34,625)
Balance at December 31, 2025			28,156,917						$	157,784					$	304,021					$	591,202					$	(25,467)					$	(84,222)					$	943,318

See accompanying notes to consolidated financial statements.

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UNIVEST FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

			For the Years Ended December 31,
(Dollars in thousands)			2025						2024						2023
Cash flows from operating activities:
Net income			$	90,757					$	75,931					$	71,104
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses			11,667						5,933						10,770
Depreciation of premises and equipment			5,505						5,473						5,057
Net gain on sales of investment securities			—						(18)						—
Net gain on mortgage banking activities			(3,362)						(5,265)						(3,689)
Bank owned life insurance income			(5,849)						(3,861)						(3,185)
Net amortization of investment securities premiums and discounts			968						1,058						1,138
Amortization, fair market value adjustments and capitalization of servicing rights			512						1,993						(411)
Stock-based compensation			4,690						4,615						4,194
Intangible expenses			469						694						938
Other adjustments to reconcile net income to cash used in by operating activities			(4,412)						(3,362)						(1,462)
Deferred tax expense (benefit)			508						(1,271)						(710)
Originations of loans held for sale			(213,609)						(309,506)						(228,532)
Proceeds from the sale of loans held for sale			217,811						311,150						226,506
Contributions to pension and other postretirement benefit plans			(257)						(243)						(250)
Decrease (increase) in accrued interest receivable and other assets			2,136						(12,020)						(8,877)
(Decrease) increase in accrued interest payable and other liabilities			(6,022)						3,805						17,150
Net cash provided by operating activities			101,512						75,106						89,741
Cash flows from investing activities:
Proceeds from sale of premises and equipment			411						2,367						1,877
Purchases of premises and equipment			(4,585)						(3,104)						(6,724)
Proceeds from maturities, calls and principal repayments of securities held-to-maturity			13,308						13,949						14,799
Proceeds from maturities, calls and principal repayments of securities available-for-sale			54,821						55,873						30,738
Proceeds from sales of securities available-for-sale			—						505						—
Purchases of investment securities held-to-maturity			(2,546)						(2,640)						(6,253)
Purchases of investment securities available-for-sale			(51,315)						(64,017)						(25,132)
Proceeds from sales of equity securities			6,940						4,944						1,232
Purchases of money market mutual funds			(6,448)						(4,089)						(1,963)
Net decrease (increase) in other investments			1,172						1,519						(6,658)
Proceeds from sale of loans originally held-for-investment			—						—						25,450
Net increase in loans and leases			(100,961)						(260,981)						(474,200)
Proceeds from sales of foreclosed / repossessed assets			322						80						260
Purchases of bank owned life insurance			—						(5,710)						(7,862)
Proceeds from bank owned life insurance			5,199						1,563						—
Net cash used in investing activities			(83,682)						(259,741)						(454,436)
Cash flows from financing activities:
Net increase in deposits			328,051						383,458						462,229
Net increase (decrease) in short-term borrowings			13,230						4,875						(190,835)
Proceeds from issuance of long-term debt			50,000						—						250,000
Repayment of long-term debt			(75,000)						(85,000)						(35,000)
Proceeds from issuance of subordinated notes			50,000						—						—
Subordinated notes issuance costs			(802)						—						—
Repayment of subordinated notes			(100,000)						—						—
Payment of contingent consideration on acquisitions			(635)						(635)						(635)
Payment for shares withheld to cover taxes on vesting of restricted stock units			(1,611)						(873)						(1,232)
Purchases of treasury stock			(34,625)						(18,882)						(462)
Stock issued under dividend reinvestment and employee stock purchase plans			2,316						2,384						2,565
Proceeds from exercise of stock options			1,448						3,195						115
Cash dividends paid			(25,334)						(24,842)						(25,050)
Net cash provided by financing activities			207,038						263,680						461,695

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Net increase in cash and cash equivalents			224,868						79,045						97,000
Cash and cash equivalents at beginning of year			328,844						249,799						152,799
Cash and cash equivalents at end of period			$	553,712					$	328,844					$	249,799
			For the Years Ended December 31,
			2025						2024						2023
Supplemental disclosures of cash flow information:
Cash paid for interest			$	200,413					$	191,513					$	139,600
Non cash transactions:
Transfer of loans to other real estate owned			$	3,945					$	407					$	79
Transfer of leases to repossessed assets			143						181						—
Transfer of loans to loans held for sale			—						—						25,646

See accompanying notes to consolidated financial statements.

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UNIVEST FINANCIAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(All dollar amounts presented in tables are in thousands, except share and per share data. "N/M" equates to "not meaningful"; "-" equates to "zero" or "doesn't round to a reportable number"; and "N/A" equates to "not applicable".)

Note 1. Summary of Significant Accounting Policies

Organization

Univest Financial Corporation (the "Corporation") through its wholly-owned subsidiary, Univest Bank and Trust Co. (the "Bank"), is engaged in domestic banking services for individuals, businesses, municipalities and non-profit organizations. The Bank is the parent company of Girard Investment Services, LLC, a full-service registered introducing broker-dealer and a licensed insurance agency, Girard Advisory Services, LLC, a registered investment advisory firm, and Girard Pension Services, LLC, a registered investment advisor, which provides investment consulting and management services to municipal entities. The Bank is also the parent company of Univest Insurance, LLC, an independent insurance agency, and Univest Capital, Inc., an equipment financing business. The Bank's subsidiaries enhance the traditional banking services provided by the Bank. Additionally, 1876 Double Eagle, LLC is a subsidiary of the Corporation.   

The Bank serves 19 counties in the Southeastern, Central and Western regions of Pennsylvania, three counties in New Jersey and five counties in Maryland. Additionally, the Bank provides banking services to the residents and employees of 10 retirement communities.

Principles of Consolidation

The consolidated financial statements include the accounts of the Corporation and its wholly-owned subsidiaries, including the Bank as the Corporation's primary subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current-year presentation. Assets held by the Corporation in a fiduciary or agency capacity for its customers are not included in the consolidated financial statements since such items are not assets of the Corporation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant changes include the fair value measurement of investment securities available-for-sale and the determination of the allowance for credit losses on loans and leases.

Earnings per Share

Basic earnings per share represent income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution, using the treasury stock method, that could occur if outstanding options to acquire common shares had been exercised and restricted stock units had vested and the hypothetical repurchases of shares to fund such option exercises and restricted stock unit vestings during the periods presented. The effects of options to issue common stock and unvested restricted stock units are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive. Antidilutive options are those options with weighted average exercise prices in excess of the weighted average market value. Antidilutive restricted stock units are those with hypothetical repurchases of shares, under the treasury stock method, with a price exceeding the average restricted stock units outstanding for the periods presented.

Cash and Cash Equivalents

The Corporation has defined those items included in the caption "Cash and due from banks" and "Interest-earning deposits with other banks" as cash and cash equivalents. Interest-earning deposits with other banks consist of deposit accounts with other financial institutions. At times, such balances exceed the FDIC limits for insurance coverage.

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Investment Securities

Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Securities are classified as investment securities held-to-maturity and carried at amortized cost if management has the positive intent and ability to hold the securities to maturity. Securities classified as available-for-sale are those securities that the Corporation intends to hold for an indefinite period of time but not necessarily until maturity. Securities available-for-sale are carried at fair value with unrealized gains and losses recorded in accumulated other comprehensive income, net of estimated income taxes. Any decision to sell a security classified as available-for-sale would be based on various factors, including interest rates, changes in the maturity or mix of the Corporation's assets and liabilities, liquidity needs, regulatory capital considerations and other factors. Securities purchased with the intention of recognizing short-term profits are placed in a trading account and are carried at fair value. The Corporation did not have any trading account securities at December 31, 2025 or 2024.

Purchase premiums and discounts are recognized in interest income using the interest method over the expected life of the securities except for premiums on callable debt securities, which are amortized to the next call date. Due to volatility in the financial markets, there is the risk that any future fair value could vary from that disclosed in the accompanying financial statements. Realized gains and losses on the sale of investment securities are recorded on the trade date, determined using the specific identification method, and are included in the consolidated statements of income.

The Corporation measures expected credit losses on held-to-maturity debt securities, which are comprised of residential mortgage-backed securities. The Corporation's residential mortgage-backed security holdings are issued by U.S. government entities and agencies and are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses.

Held-to-maturity debt securities are typically classified as nonaccrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. When held-to-maturity debt securities are placed on nonaccrual status, unpaid interest credited to income is reversed.

The Corporation measures expected credit losses on available-for-sale debt securities when the Corporation does not intend to sell, or when it is not more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. For available-for-sale debt securities that do not meet the aforementioned criteria, the Corporation evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Corporation considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security or the issuer, among other factors. If this evaluation indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss equal to the amount that the fair value is less than the amortized cost basis. Economic forecast data is utilized to calculate the present value of expected cash flows. The Corporation obtains its forecast data through a subscription to a widely recognized and relied upon company that publishes various forecast scenarios. Management evaluates various scenarios to determine a reasonable and supportable scenario, or a combination of scenarios, to be utilized in the model. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

The allowance for credit losses on available-for-sale debt securities is included within Investment securities available-for-sale on the consolidated balance sheet. Changes in the allowance for credit losses are recorded within Provision for credit losses on the consolidated statement of income. Losses are charged against the allowance when the Corporation believes the collectability of an available-for-sale security is in jeopardy or when either of the criteria regarding intent or requirement to sell is met.

Accrued interest receivable on available-for-sale debt securities totaled $1.3 million at December 31, 2025 and was included within accrued interest receivable and other assets on the consolidated balance sheet. This amount was excluded from the estimate of expected credit losses. Available-for-sale debt securities are typically classified as nonaccrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about the further collectability of principal or interest. When available-for-sale debt securities are placed on nonaccrual status, unpaid interest credited to income is reversed.

Equity securities are measured at fair value with changes in fair value recognized in net income.

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Federal Home Loan Bank Stock, Federal Reserve Bank Stock and Certain Other Investments without Readily Determinable Fair Values

At December 31, 2025 and 2024, the Bank held $14.9 million in Federal Reserve Bank stock as required by the Federal Reserve Bank. The Bank is a member of the Federal Home Loan Bank ("FHLB"), and as such, is required to hold FHLB stock as a condition of membership as determined by the FHLB. The Bank is required to hold stock in the FHLB in relation to the level of outstanding borrowings. The Bank held $22.8 million and $23.9 million of FHLB stock at December 31, 2025 and 2024, respectively. Because ownership is restricted, the fair values of these investments are not readily determinable. As such, these investments are recorded at cost and periodically evaluated for impairment based on ultimate recovery of par value. The Corporation determined there was no impairment of its investments in these stocks at December 31, 2025 or 2024.

Loans Held for Sale

The Corporation may elect the fair value option for loans intended for sale in the secondary market. This election is made on a loan level basis at the time of origination. If the fair value option is not elected, loans held for sale were carried at the lower of aggregate cost or estimated fair value. As of December 31, 2025 and 2024, loans held for sale were accounted for under the fair value option. Cash payments and cash receipts resulting from acquisitions and sales of loans are classified as operating cash flows if those loans are acquired specifically for resale. Cash receipts resulting from sales of loans that were not specifically acquired for resale are classified as investing cash inflows regardless of a change in the purpose for holding those loans.

Loans and Leases

Loans that the Corporation has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at amortized cost, which is the principal amount, net of deferred fees and costs, and the allowance for credit losses. Lease financings are stated at net investment amount, consisting of the present value of lease payments and unguaranteed residual value, plus initial direct costs.

A loan or lease is typically classified as nonaccrual when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about the further collectability of principal or interest, even though the loan or lease is currently performing. When a loan or lease is classified as nonaccrual, the accrual of interest on such a loan or lease is discontinued. A loan or lease may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan or lease is placed on nonaccrual status, unpaid interest credited to income is reversed and the amortization of the deferred fees and costs is suspended. Interest payments received on nonaccrual loans and leases are either applied against principal or reported as interest income, according to management's judgment as to the ultimate collectability of principal. Loans and leases are usually restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

A loan is classified as a modified loan to a borrower experiencing financial difficulty when a contractual loan modification in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay or a term extension (or a combination thereof) has been granted to an existing borrower experiencing financial difficulties. The goal when modifying a credit is to provide relief to customers experiencing cash flow difficulties. Accruing modified loans to borrowers experiencing financial difficulty are primarily comprised of loans on which interest is being accrued under the modified terms, and the loans are current or less than 90 days past due.

Accrued interest receivable on loans and leases held for investment totaled $27.5 million at December 31, 2025 and was included within accrued interest receivable and other assets on the consolidated balance sheet. This amount is excluded from the estimate of expected credit losses.

Overdraft deposits are reclassified as loans and are included in the total loans and leases on the balance sheet.

Loan and Lease Fees

Fees collected upon loan or lease originations and certain direct costs of originating loans and leases are deferred and recognized over the contractual lives of the related loans and leases as yield adjustments using the interest method. Upon prepayment or other disposition of the underlying loans and leases before their contractual maturities, any associated unearned fees or unamortized costs are recognized. Initial direct costs, comprised of commissions paid that would not have been incurred if the lease had not been obtained, are deferred and amortized over the life of the contract, and are classified within net interest income.

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Allowance for Credit Losses on Loans and Leases

The allowance for credit losses ("ACL") on loans and leases is a valuation account that presents the amount that potentially may not be collected on a loan or lease. The ACL on loans and leases is measured on a collective (pooled) basis when similar risk characteristics exist. The ACL on loans and leases is adjusted through a provision for credit losses as a charge against, or credit to, earnings. Loans and leases deemed to be uncollectible are charged against the ACL on loans and leases, and any subsequent recoveries are credited to the ACL on loans and leases. Management evaluates the ACL on loans and leases on a quarterly basis and when changes in the reserve are necessary, an adjustment is made. The ACL on loans and leases is included within Allowance for credit losses, loans and leases on the consolidated balance sheet. Changes in the ACL on loans and leases are recorded within provision for credit losses on the consolidated statements of income.

Management utilizes a discounted cash flow ("DCF") model to calculate the present value of the expected cash flows for pools of loans and leases that share similar risk characteristics and compares the results of this calculation to the amortized cost basis of such loans and leases to determine its allowance for credit loss balance.

Management uses relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable economic forecasts in calculating its ACL. Historical credit loss experience provides one of the bases for the estimation of expected credit losses. Management determines whether there is a need to make qualitative adjustments to historical loss information by monitoring certain factors including differences in current loan-specific risk characteristics as well as for changes in external or environmental conditions, or other relevant factors.

The contractual term used in projecting the cash flows of a loan is based on the maturity date of a loan and is adjusted for prepayment or curtailment assumptions, which may shorten that contractual time period. Options to extend are considered by management in determining the contractual term.

The key inputs to the DCF model are (1) probability of default, (2) loss given default, (3) prepayment and curtailment rates, (4) recovery delay, (5) reasonable and supportable economic forecasts, (6) forecast reversion period, (7) expected recoveries on charged-off loans, and (8) discount rate.

Probability of Default ("PD")

In order to incorporate economic factors into forecasting within the DCF model, management uses the Loss Driver method to generate the PD rate inputs. The Loss Driver method analyzes how one or more economic factors change the default rate using a statistical regression analysis. Management selects economic factors for each loan pool that have strong correlations to historical default rates, and reviews the economic factors selected on an annual basis. For the period ended December 31, 2025, the factors management selected were unemployment rate, GDP, and the housing pricing index.

Loss Given Default ("LGD")

Management uses the Frye Jacobs parameter for determining the LGD input, which is an estimation technique that derives an LGD input from segment specific risk curves that correlates LGD with PD.

Prepayment and Curtailment rates

Prepayment Rates: Loan and lease level transaction data is used to calculate quarterly prepayment rates using available historical loan and lease level data. Those quarterly rates are annualized, and the average of the annualized rates is used in the DCF calculation for fixed payment or term loans. Rates are calculated for each pool.

Curtailment Rates: Loan level transaction data is used to calculate annual curtailment rates using available historical loan level data. The average of the historical rates is used in the DCF model for interest only payment or line of credit type loans. Rates are calculated for each pool.

Recovery Delay

The recovery delay input within the DCF calculation represents an estimate of the period of time between when a modeled default occurs and the ultimate resolution of that default, specifically the portion of that default that does not result in a loss. Management analyzes historical recovery activity on previous default activity to determine an appropriate recovery delay for each pool.

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Reasonable and Supportable Forecasts

The forecast data used in the DCF model is obtained via a subscription to a widely recognized and relied upon company that publishes various forecast scenarios. Management evaluates the various scenarios to determine a reasonable and supportable scenario, or a combination of scenarios, to be utilized in the model.

Forecast Reversion Period

Management uses forecasts to predict how economic factors will perform and uses a four-quarter forecast period as well as a four-quarter straight-line reversion period to historical averages (also commonly referred to as the mean reversion period).

Expected Recoveries on Charged-off Loans

Management performs an analysis to estimate recoveries that could be reasonably expected based on historical experience in order to account for expected recoveries on loans that have already been fully charged-off and are not included in the ACL calculation.

Discount Rate

The effective interest rate of the underlying loans and leases of the Corporation serves as the discount rate applied to the expected periodic cash flows. Management adjusts the effective interest rate used to discount expected cash flows to incorporate expected prepayments which can be reasonably estimated for each pool.

Individual Evaluation

Management evaluates individual loans and leases for expected credit losses when those instruments do not share similar risk characteristics with instruments evaluated using a collective (pooled) basis. Instruments will not be included in both collective and individual analyses. Individual analysis may establish a specific reserve. All loans on nonaccrual status are individually evaluated for a specific reserve.

Management considers a financial asset as collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral, based on management's assessment as of the reporting date.

Modifications to Borrowers Experiencing Financial Difficulty

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Corporation uses either a discounted cash flow model or the fair value of collateral method to determine the allowance for credit losses on modifications to borrowers experiencing financial difficulty, depending on the accrual status of the account after modification. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty are already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification but will get assessed and updated each quarter as necessary.

Premises and Equipment

Land is stated at cost, and premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method and charged to operating expenses over the estimated useful lives of the assets or, for leasehold improvements, over the shorter of the expected life of the related lease or the remaining estimated useful life of the asset. The estimated useful life for new buildings constructed on land owned is 40 years. For new buildings constructed on leased land or land improvements, the estimated useful life is the initial term. The useful life of purchased existing buildings is the estimated remaining useful life at the time of the purchase. Furniture, fixtures and equipment have estimated useful lives ranging from three to ten years. When assets are retired, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts.

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Goodwill and Other Intangible Assets

The Corporation accounts for its acquisitions using the purchase accounting method. Purchase accounting requires the total purchase price to be allocated to the estimated fair values of assets acquired and liabilities assumed, including certain intangible assets that must be recognized. Typically, this allocation results in the purchase price exceeding the fair value of net assets acquired, which is recorded as goodwill. Core deposit intangibles are a measure of the value of checking, money market and savings deposits acquired in business combinations accounted for under the purchase method. Core deposit intangibles are amortized using the sum of the year's digits over their estimated useful lives of up to fifteen years. Customer-related intangibles are the value associated with the existing customer base acquired in business combinations accounted for under the purchase method. Customer-related intangibles are amortized over their estimated useful lives of five to twelve years. The Corporation performs an assessment of goodwill at least on an annual basis or more often if events and circumstances indicate that a goodwill impairment test should be performed. The Corporation also completes an impairment test for other intangible assets on an annual basis or more often if events and circumstances indicate a possible impairment. The Corporation has selected October 31st as the date to perform the annual impairment test.

Servicing rights are recognized as separate assets when loans are sold, and the servicing rights are retained. Capitalized servicing rights are reported in other intangible assets on the consolidated balance sheets and are amortized into noninterest income in proportion to, and over the period of, estimated net servicing income on a basis similar to the interest method and an accelerated amortization method for loan payoffs. Servicing rights are evaluated for impairment, on a quarterly basis, based upon the estimated fair value of the rights as compared to their amortized cost. The Corporation estimates the fair value of servicing rights using discounted cash flow models that calculate the present value of estimated future net servicing income. The model uses readily available prepayment speed assumptions for the portfolios serviced. The impairment test stratifies servicing assets based on predominant risk characteristics of the underlying financial assets such as the term and interest rate. In conjunction with the impairment test, the Corporation records a valuation allowance when the fair value of the stratified servicing asset is less than amortized cost. Subsequent changes in the valuation of the assets are recorded as either an increase or a reduction of the valuation allowance, however, if the fair value exceeds amortized cost, such excess will not be recognized.

Bank Owned Life Insurance

The Corporation has invested in bank-owned life insurance ("BOLI"). BOLI involves the purchasing of life insurance by the Corporation for certain employees. The Corporation is the owner and beneficiary of the policies, however certain policies include split-dollar endorsements. Under these endorsements, beneficiaries of the insured individuals are entitled to a portion of the proceeds from the policy upon death of the insured. The life insurance investment is carried at the net cash surrender value of the underlying policies. Changes in the net cash surrender value of these policies are reflected in noninterest income. Proceeds from and purchases of bank-owned life insurance are reflected on the consolidated statements of cash flows under investing activities. The Corporation recognizes a liability for the future death benefit for certain endorsement split-dollar life insurance arrangements that provide an employee with a death benefit in a postretirement period.

Other Real Estate Owned

Other real estate owned ("OREO") represents properties that the Corporation has acquired through foreclosure by either accepting a deed in lieu of foreclosure, or by taking possession of assets that collateralized a loan. The Corporation reports OREO at the lower of cost or fair value less cost to sell, adjusted periodically based on current appraisals, letters of intent, or agreements of sale. Capital improvement expenses associated with the construction or repair of the property are capitalized as part of the cost of the OREO asset. Write-downs and any gain or loss upon the sale of OREO is recorded in other noninterest income. OREO is reported in accrued interest receivable and other assets on the consolidated balance sheet.

Repossessed Assets

Repossessed assets represent non-real estate assets that the Corporation has acquired by taking possession of the asset that collateralized a loan or lease. The Corporation reports repossessed assets at the fair value less cost to sell, adjusted periodically based on a current appraisal provided by a third party based on their assumptions and quoted market prices for similar assets, when available. Write-downs and any gain or loss upon the sale of repossessed assets is recorded in other noninterest income. Repossessed assets are reported in accrued interest receivable and other assets on the consolidated balance sheet.

Retirement Plans and Other Postretirement Benefits

Substantially all employees who were hired before December 8, 2009 are covered by a non-contributory retirement plan. Effective December 31, 2009, the benefits previously accrued under the non-contributory retirement plan were frozen and the

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plan was amended and converted to a cash balance plan, with participants not losing any pension benefits already earned in the plan. Prior to the cash balance plan conversion, the plan provided benefits based on a formula of each participant's final average pay. Future benefits under the cash balance plan accrue by crediting participants annually with an amount equal to a percentage of earnings in that year based on years of credited service as defined in the plan. Employees hired on or after December 8, 2009 are not eligible to participate in the non-contributory retirement plan.

The Corporation also maintains a non-qualified benefit plan that provides supplemental executive retirement benefits to certain former executives, a portion of which is in excess of limits imposed on qualified plans by federal tax law. This non-qualified benefit plan is not offered to new participants and all current participants are now retired. The Corporation provides certain postretirement healthcare and life insurance benefits for retired employees. The Corporation's measurement date for plan assets and obligations is fiscal year-end. The Corporation recognizes on its consolidated balance sheet the funded status of its defined pension plans and changes in the funded status of the plan in the year in which the changes occur. An under-funded position would create a liability, and an over-funded position would create an asset, with a correlating deferred tax asset or liability. The net impact would be an adjustment to equity as accumulated other comprehensive income (loss). The Corporation recognizes as a component of other comprehensive income (loss), net of tax, the actuarial gains and losses and the prior service costs and credits that arise during the period.

The Corporation sponsors a 401(k) deferred salary savings plan, which is a qualified defined contribution plan, and which covers all employees of the Corporation and its subsidiaries and provides that the Corporation make matching contributions as defined by the plan.

The Corporation sponsors a Supplemental Non-Qualified Pension Plan, which was established in 1981 prior to the existence of 401(k) deferred salary savings, employee stock purchase and long-term incentive plans, and therefore is not offered to new participants. All current participants are now retired. This non-qualified plan is accounted for under guidance for deferred compensation arrangements.

Derivative Financial Instruments

The Corporation recognizes all derivative financial instruments on its consolidated balance sheet at fair value. Derivatives that are not hedges must be adjusted to fair value through income. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income until the underlying transaction is recognized in earnings. To determine fair value, the Corporation uses third-party pricing models that incorporate assumptions about market conditions and risks that are current at the reporting date.

The Corporation may use interest-rate swap agreements to modify interest rate characteristics from variable to fixed or fixed to variable in order to reduce the impact of interest rate changes on future net interest income. The Corporation accounts for its interest-rate swap contracts in cash flow hedging relationships by establishing and documenting the effectiveness of the instrument in offsetting the change in cash flows of assets or liabilities that are being hedged. To determine effectiveness, the Corporation performs an analysis to identify if changes in fair value of the derivative correlate to the equivalent changes in the forecasted interest receipts related to a specified hedged item. Recorded amounts related to interest-rate swaps are included in other assets or liabilities. The entire change in the fair values of the derivative instruments designated as hedges of future cash flows are recognized in accumulated other comprehensive income until the underlying forecasted transactions occur, at which time the deferred gains and losses are recognized in interest income. In a fair value hedge, the entire change in the fair values of the interest rate swap and hedged item included in the assessment of hedge effectiveness is recorded in interest income. The Corporation performs an assessment, both at the inception of the hedge and quarterly thereafter, to determine whether these derivatives are highly effective in offsetting changes in the value of the hedged items.

The Corporation has agreements with third-party financial institutions whereby the third-party financial institution enters into interest rate derivative contracts with loan customers referred to them by the Corporation. By the terms of the agreements, the third-party financial institution has recourse to the Corporation for any exposure created under each swap contract in the event the customer defaults on the swap agreement and the agreement is in a paying position to the third-party financial institution. The Corporation records the fair value of credit derivatives in other liabilities on the consolidated balance sheets. The Corporation recognizes changes in the fair value of credit derivatives, net of any fees received, in other noninterest income in the consolidated statements of income.

In connection with its mortgage banking activities, the Corporation enters into commitments to originate certain fixed-rate residential mortgage loans for customers, also referred to as interest rate locks. In addition, the Corporation enters into forward commitments for the future sale of mortgage loans to third-party investors to hedge the effect of changes in interest rates on the

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value of the interest rate locks. Forward loan sale commitments may also be in the form of commitments to sell individual mortgage loans at a fixed price at a future date. Both the interest rate locks and the forward loan sale commitments are accounted for as derivatives and carried at fair value. Gross derivative assets and liabilities are recorded within other assets and other liabilities on the consolidated balance sheets, with changes in fair value during the period recorded within the net gain on mortgage banking activities on the consolidated statements of income.

Off-balance Sheet Commitments and Reserve for Unfunded Commitments

Commitments are made to accommodate the financial needs of customers. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet financial instruments. The Corporation maintains a reserve for off-balance sheet credit exposures that are currently unfunded. Management calculates funding rates using historical loan level data. The current quarter's funding rate is subtracted from the maximum historical funding rate which is then applied to each pool's total non-cancellable available line of credit. The applicable ACL pool level loss rates for the current quarter are then applied to calculate the reserve for unfunded commitments liability each period.

The reserve for off-balance sheet credit exposures is included within accrued expenses and other liabilities on the consolidated balance sheet. Changes in the reserve for off-balance sheet credit exposures are recorded within the provision for credit losses on the consolidated statements of income.

Lease Liabilities and Right-of-Use Assets

The Corporation and its subsidiaries are obligated under non-cancelable operating leases for premises for certain financial centers and other office locations. The Corporation determines if an arrangement is a lease at inception by assessing whether a contract contains a right to control an identified asset for a period of time in exchange for consideration. Operating leases are included in operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. For purposes of calculating operating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Corporation will exercise that option and begins when the Corporation has control and possession of the leased property, which may be before rental payments are due under the lease. Right-of use assets and operating lease liabilities are recognized based on the present value of lease payments, discounted using the Corporation's incremental borrowing rate, over the lease term at the possession date. The Corporation determines its incremental borrowing rate using publicly available information available for debt issuers with similar credit ratings as the Bank, as the substantial majority of the Corporation's leases are related to properties of the Bank. The Corporation separately accounts for lease and non-lease components such as property taxes, insurance, and maintenance costs. Operating lease expense for the Corporation's leases, which generally have escalating rental payments over the term of the lease, is recognized on a straight-line basis over the lease term. Most leases include one or more options to renew, with renewal terms generally containing one or more five-year renewal options. At December 31, 2025, the Corporation's leases have remaining terms of 4 months to 17 years.

Income Taxes

There are two components of income tax expense: current and deferred. Current income taxes approximates cash to be paid or refunded for taxes for the applicable period. Deferred income taxes are provided for temporary differences between amounts reported for financial statement and tax purposes. Deferred income taxes are computed using the asset and liability method, such that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between financial reporting amounts and the tax basis of existing assets and liabilities based on currently enacted tax laws and tax rates in effect for the periods in which the differences are expected to reverse. Deferred tax assets are subject to management's judgment based upon available evidence that future taxes are "more likely than not" to be realized. If management determines that the Corporation is not more likely than not to realize some or all of the net deferred tax asset in the future, a charge to income tax expense may be required to reduce the value of the net deferred tax asset to the expected realizable value. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Penalties are recorded in noninterest expense in the year they are assessed and paid and are treated as a nondeductible expense for tax purposes. Interest is recorded in noninterest expense in the year it is assessed and paid and is treated as a deductible expense for tax purposes.

Stock-Based Compensation

The fair value of share-based awards is recognized as compensation expense over the vesting period, on a straight-line basis, based on the grant-date fair value of the awards.

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The fair value of restricted stock is equivalent to the fair value of the Corporation's common stock on the date of grant. The Corporation grants performance-based and service-based restricted stock. The performance-based restricted stock vests based upon the Corporation's performance with respect to certain financial measures over a three-year period and based on continued employment over a period of time. The service-based restricted stock vests based on continued employment over a period of time. The fair value of restricted stock is recognized as compensation expense over the vesting period and for performance-based restricted stock is adjusted for a probability factor of achieving the performance goals.

Revenue Recognition

The Corporation's revenue is the sum of net interest income and noninterest income. Revenues are recognized when obligations under the terms of contracts with customers are satisfied, including the transfer of control of the promised goods or services to customers, in an amount that reflects the consideration the Corporation expects to be entitled to in exchange for those goods or services. The Corporation provides services to customers which have related performance obligations that are completed to recognize revenue. The Corporation's revenues are generally recognized either immediately upon the completion of the services or over time as the services are performed. Any services performed over time generally require services to be rendered each period and therefore progress in completing these services is measured based upon the passage of time.

Accounting Pronouncements Adopted in 2025

In December 2023, the Financial Accounts Standards Board (the "FASB") issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". This ASU enhances annual income tax disclosures to address investor requests for more transparency about income tax information through improvements to income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. This ASU also includes certain other amendments to improve the effectiveness of income tax disclosures. This ASU became effective on December 15, 2025 for the Corporation. The adoption of this ASU resulted in updated disclosures within our financial statements but otherwise did not have a material impact on the Corporation's financial statements.

Recent Accounting Pronouncements Yet to Be Adopted

In October 2023, the FASB issued ASU No. 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative". This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. The amendments in this ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC's regulations. For entities subject to the SEC's existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Corporation does not expect the adoption of this ASU will have a material impact of the Corporation's financial statements.

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". This ASU requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense caption. This ASU is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. This ASU applies on a prospective basis for periods beginning after the effective date. However, retrospective application to any or all prior periods presented is permitted. In January 2025, the FASB issued ASU No. 2025-01 to amend the effective date of ASU No. 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Corporation does not expect the adoption of this ASU will have a material impact on the Corporation's financial statements.

In November 2024, the FASB issued ASU No. 2024-04, "Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments". This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This ASU is effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2025. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. The Corporation does not expect the adoption of this ASU will have a material impact on the Corporation's financial statements.

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In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets." This ASU amends ASC 326-202 to provide a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, "Revenue From Contracts with Customers". This ASU is effective for annual and interim reporting periods in fiscal years beginning after December 15, 2025. Early adoption is permitted for financial statements that have not yet been issued. The Corporation does not expect the adoption of this ASU will have a material impact on the Corporation's financial statements.

In November 2025, the FASB issued ASU 2025-08, "Financial Instruments—Credit Losses (Topic 326): Purchased Loans." This ASU expands the population of acquired financial assets subject to the "gross-up approach" in Topic 326. All non-PCD loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. Other non-PCD loans (excluding credit cards) are considered to be seasoned if they were purchased more than 90 days after origination and the acquirer was not involved in the origination of the loans. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted for financial statements that have not yet been issued. The Corporation does not expect the adoption of this ASU will have a material impact on the Corporation's financial statements.

In November 2025, the FASB issued ASU 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements." This ASU is to align hedge accounting more closely with the economics of an entity's risk management activities. This ASU addresses five issues intended to enable financial statements to better reflect certain hedging strategies by allowing entities to achieve and maintain hedge accounting for a greater number of highly effective economic hedges. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted any date on or after its issuance. The Corporation does not expect the adoption of this ASU will have a material impact on the Corporation's financial statements.

Note 2. Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share:

			For the Years Ended December 31,
(Dollars and shares in thousands, except per share data)			2025						2024						2023
Numerator for basic and diluted earnings per share—net income available to common shareholders			$	90,757					$	75,931					$	71,104
Denominator for basic earnings per share—weighted-average shares outstanding			28,735						29,215						29,433
Effect of dilutive securities—stock options and restricted stock units			242						186						100
Denominator for diluted earnings per share—adjusted weighted-average shares outstanding			28,977						29,401						29,533
Basic earnings per share			$	3.16					$	2.60					$	2.42
Diluted earnings per share			$	3.13					$	2.58					$	2.41
Average anti-dilutive options and restricted stock units excluded from computation of diluted earnings per share			111						195						293

Note 3. Restrictions on Cash and Due from Banks and Interest-earning Deposit Accounts

The average balances of cash on deposit at the Federal Reserve Bank of Philadelphia were $323.8 million and $207.8 million for the years ended December 31, 2025 and 2024, respectively. There were no reserve requirements at December 31, 2025 or 2024.

The Corporation maintains interest-earning deposit accounts at other financial institutions that may represent collateral requirements for credit derivatives and interest rate swap agreements. At December 31, 2025 and 2024, the Corporation had $4.5 million and $1.0 million of cash pledged for credit derivatives, respectively. See Note 18, "Derivative Instruments and Hedging Activities" for additional information.

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Note 4. Investment Securities

The following tables show the amortized cost, the estimated fair value and the allowance for credit losses of the held-to-maturity securities and available-for-sale securities at December 31, 2025 and 2024, by contractual maturity within each type:

			At December 31, 2025
(Dollars in thousands)			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Allowance for Credit Losses						Fair Value
Securities Held-to-Maturity
Residential mortgage-backed securities:
After 1 year to 5 years			$	514					$	—					$	(5)					$	—					$	509
After 5 years to 10 years			10,714						—						(249)						—						10,465
Over 10 years			111,796						42						(13,088)						—						98,750
			123,024						42						(13,342)						—						109,724
Total			$	123,024					$	42					$	(13,342)					$	—					$	109,724
Securities Available-for-Sale
Residential mortgage-backed securities:
After 1 year to 5 years			$	130					$	—					$	(1)					$	—					$	129
After 5 years to 10 years			13,829						—						(933)						—						12,896
Over 10 years			300,227						1,279						(24,951)						—						276,555
			314,186						1,279						(25,885)						—						289,580
Collateralized mortgage obligations:
After 1 year to 5 years			71						—						(1)						—						70
Over 10 years			1,371						—						(73)						—						1,298
			1,442						—						(74)						—						1,368
Corporate bonds:
Within 1 year			7,482						2						(55)						(7)						7,422
After 1 year to 5 years			75,366						129						(2,609)						(4)						72,881
			82,848						131						(2,664)						(11)						80,303
Total			$	398,476					$	1,410					$	(28,623)					$	(11)					$	371,251

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			At December 31, 2024
(Dollars in thousands)			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Allowance for Credit Losses						Fair Value
Securities Held-to-Maturity
Residential mortgage-backed securities:
After 1 year to 5 years			$	1,114					$	—					$	(24)					$	—					$	1,090
After 5 years to 10 years			10,208						—						(450)						—						9,758
Over 10 years			122,789						—						(18,630)						—						104,159
			134,111						—						(19,104)						—						115,007
Total			$	134,111					$	—					$	(19,104)					$	—					$	115,007
Securities Available-for-Sale
State and political subdivisions:
Within 1 year			$	1,300					$	—					$	(5)					$	—					$	1,295
			1,300						—						(5)						—						1,295
Residential mortgage-backed securities:
Within 1 year			20						—						—						—						20
After 1 year to 5 years			298						—						(6)						—						292
After 5 years to 10 years			11,260						—						(791)						—						10,469
Over 10 years			311,126						119						(38,645)						—						272,600
			322,704						119						(39,442)						—						283,381
Collateralized mortgage obligations:
After 1 year to 5 years			155						—						(4)						—						151
Over 10 years			1,663						—						(129)						—						1,534
			1,818						—						(133)						—						1,685
Corporate bonds:
Within 1 year			5,905						5						(58)						(6)						5,846
After 1 year to 5 years			10,924						16						(303)						(31)						10,606
After 5 years to 10 years			60,000						—						(4,650)						(802)						54,548
			76,829						21						(5,011)						(839)						71,000
Total			$	402,651					$	140					$	(44,591)					$	(839)					$	357,361

Gross unrealized gains and losses on available-for-sale securities are recognized in accumulated other comprehensive income (loss) and changes in the allowance for credit loss are recorded through provision for credit loss expense. Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations without call or prepayment penalties and mortgage-backed securities typically prepay at a rate faster than contractually due.

Securities with a carrying value of $439.4 million and $424.8 million at December 31, 2025 and 2024, respectively, were pledged to secure public funds deposits and contingency funding. There were no pledged securities to secure credit derivatives and interest rate swaps at December 31, 2025 or 2024.

The following table presents information related to sales of securities available-for-sale during the years ended December 31, 2025, 2024 and 2023:

			For the Years Ended December 31,
(Dollars in thousands)			2025						2024						2023
Securities available-for-sale:
Proceeds from sales			$	—					$	505					$	—
Gross realized gains on sales			—						18						—
Tax expense related to net realized gains on sales			—						4						—

At December 31, 2025 and 2024, there were no reportable investments in any single issuer representing more than 10% of shareholders' equity.

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The following table shows the fair value of securities that were in an unrealized loss position for which an allowance for credit losses has not been recorded at December 31, 2025 and 2024, by the length of time those securities were in a continuous loss position.

			Less than Twelve Months												Twelve Months or Longer												Total
(Dollars in thousands)			Fair Value						Unrealized Losses						Fair Value						Unrealized Losses						Fair Value						Unrealized Losses
At December 31, 2025
Securities Held-to-Maturity
Residential mortgage-backed securities			$	—					$	—					$	102,819					$	(13,342)					$	102,819					$	(13,342)
Total			$	—					$	—					$	102,819					$	(13,342)					$	102,819					$	(13,342)
Securities Available-for-Sale
Residential mortgage-backed securities			$	15,254					$	(42)					$	189,259					$	(25,843)					$	204,513					$	(25,885)
Collateralized mortgage obligations			—						—						1,368						(74)						1,368						(74)
Corporate bonds			—						—						57,409						(2,591)						57,409						(2,591)
Total			$	15,254					$	(42)					$	248,036					$	(28,508)					$	263,290					$	(28,550)
At December 31, 2024
Securities Held-to-Maturity
Residential mortgage-backed securities			$	2,566					$	(50)					$	112,441					$	(19,054)					$	115,007					$	(19,104)
Total			$	2,566					$	(50)					$	112,441					$	(19,054)					$	115,007					$	(19,104)
Securities Available-for-Sale
Residential mortgage-backed securities			65,044						(905)						205,071						(38,537)						270,115						(39,442)
Collateralized mortgage obligations			—						—						1,685						(133)						1,685						(133)
Total			$	65,044					$	(905)					$	206,756					$	(38,670)					$	271,800					$	(39,575)

At December 31, 2025, the fair value of held-to-maturity securities in an unrealized loss position for which an allowance for credit losses has not been recorded was $102.8 million, including unrealized losses of $13.3 million. These holdings were comprised of 87 federal agency mortgage-backed securities, which are U.S. government entities and agencies and are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses. The Corporation did not recognize any credit losses on held-to-maturity debt securities for the years ended December 31, 2025 or 2024.

At December 31, 2025, the fair value of available-for-sale securities in an unrealized loss position for which an allowance for credit losses has not been recorded was $263.3 million, including unrealized losses of $28.6 million. These holdings were comprised of: (1) 100 federal agency mortgage-backed securities, which are U.S. government entities and agencies and are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses, (2) six investment grade corporate bonds, and (3) two collateralized mortgage obligation bonds . The Corporation does not intend to sell the securities in an unrealized loss position and is unlikely to be required to sell these securities before a recovery of fair value, which may be maturity. The Corporation concluded that the unrealized loss of these securities was not indicative of a credit loss. Accrued interest receivable on available-for-sale debt securities totaled $1.3 million at December 31, 2025 and was included within accrued interest receivable and other assets on the consolidated balance sheet. This amount is excluded from the estimate of expected credit losses.

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The table below presents a rollforward by major security type for the years ended December 31, 2025 and 2024 of the allowance for credit losses on securities available-for-sale.

(Dollars in thousands)			Corporate Bonds
For the Year Ended December 31, 2025
Securities Available-for-Sale
Beginning balance			$	(839)
Additions for securities for which no previous expected credit losses were recognized			(2)
Change in securities for which a previous expected credit loss was recognized			830
Ending balance			$	(11)
For the Year Ended December 31, 2024
Securities Available-for-Sale
Beginning balance			$	(731)
Additions for securities for which no previous expected credit losses were recognized			(3)
Change in securities for which a previous expected credit loss was recognized			(105)
Ending balance			$	(839)

At December 31, 2025, the fair value of available-for-sale securities in an unrealized loss position for which an allowance for credit losses has been recorded was $6.9 million, including unrealized losses of $84 thousand, and allowance for credit losses of $11 thousand. These holdings were comprised of 14 investment grade corporate bonds, all of which fluctuate in value based on changes in market conditions. For these securities, fluctuations were primarily due to changes in the interest rate environment. The Corporation does not intend to sell these securities, and it is not likely that it will be required to sell the securities before their anticipated recovery. The underlying issuers continue to make timely principal and interest payments on the securities.

During the year ended December 31, 2025, $719 thousand of allowance credit for losses was reversed on six investment grade corporate bonds. These six investment grade corporate bonds were issued by Global Systemically Important Banks ("G-SIBs") and Domestic Systemically Important Banks, which hold a significant amount of excess capital to address a systemic event. As such, these banks were excluded from the allowance for credit loss on investments as the credit risk within this portfolio was deemed to be de minimis. The G-SIBs are evaluated and confirmed annually by the Financial Stability Board and a formal list is published and available each November.

The following is a summary of unrealized and realized gains and losses of equity securities recognized in other noninterest income in the consolidated statements of income during the years ended December 31, 2025 and 2024.

			For the Years Ended December 31,
(Dollars in thousands)			2025						2024
Equity Securities:
Net gains (losses) recognized during the period			$	—					$	68
Less: Net gains recognized during the period on equity securities sold during the period			—						68
Unrealized losses recognized during the reporting period on equity securities still held at the reporting date			$	—					$	—

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Note 5. Loans and Leases

Summary of Major Loan and Lease Categories

			At December 31,
(Dollars in thousands)			2025						2024
Commercial, financial and agricultural			$	1,027,434					$	1,037,835
Real estate-commercial			3,621,536						3,530,451
Real estate-construction			306,793						274,483
Real estate-residential secured for business purpose			554,178						536,095
Real estate-residential secured for personal purpose			959,610						994,972
Real estate-home equity secured for personal purpose			200,394						186,836
Loans to individuals			12,793						21,250
Lease financings			232,066						244,661
Total loans and leases held for investment, net of deferred income			6,914,804						6,826,583
Less: Allowance for credit losses, loans and leases			(88,165)						(87,091)
Net loans and leases held for investment			$	6,826,639					$	6,739,492
Imputed interest on lease financings, included in the above table			$	(30,646)					$	(31,927)
Net deferred costs, included in the above table			6,194						6,992
Overdraft deposits included in the above table			153						104

Age Analysis of Past Due Loans and Leases

The following presents, by class of loans and leases held for investment, an aging of past due loans and leases, loans and leases which are current and nonaccrual loans and leases at December 31, 2025 and 2024:

			Accruing Loans and Leases
(Dollars in thousands)			30-59 Days Past Due						60-89 Days Past Due						90 Days or more Past Due						Total Past Due						Current						Total Accruing Loans and Leases						Nonaccrual Loans and Leases						Total Loans and Leases Held for Investment
At December 31, 2025
Commercial, financial and agricultural			$	1,142					$	749					$	—					$	1,891					$	1,021,268					$	1,023,159					$	4,275					$	1,027,434
Real estate—commercial real estate and construction:
Commercial real estate			3,943						4,236						—						8,179						3,611,002						3,619,181						2,355						3,621,536
Construction			380						—						—						380						305,678						306,058						735						306,793
Real estate—residential and home equity:
Residential secured for business purpose			781						1,029						—						1,810						550,651						552,461						1,717						554,178
Residential secured for personal purpose			5,500						—						—						5,500						951,892						957,392						2,218						959,610
Home equity secured for personal purpose			2,021						427						—						2,448						196,290						198,738						1,656						200,394
Loans to individuals			148						63						7						218						12,575						12,793						—						12,793
Lease financings			706						452						82						1,240						230,039						231,279						787						232,066
Total			$	14,621					$	6,956					$	89					$	21,666					$	6,879,395					$	6,901,061					$	13,743					$	6,914,804

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			Accruing Loans and Leases
(Dollars in thousands)			30-59 Days Past Due						60-89 Days Past Due						90 Days or more Past Due						Total Past Due						Current						Total Accruing Loans and Leases						Nonaccrual Loans and Leases						Total Loans and Leases Held for Investment
At December 31, 2024
Commercial, financial and agricultural			$	1,750					$	723					$	—					$	2,473					$	1,031,567					$	1,034,040					$	3,795					$	1,037,835
Real estate—commercial real estate and construction:
Commercial real estate			415						2,919						—						3,334						3,524,438						3,527,772						2,679						3,530,451
Construction			3,659						—						—						3,659						270,824						274,483						—						274,483
Real estate—residential and home equity:
Residential secured for business purpose			1,077						—						—						1,077						534,432						535,509						586						536,095
Residential secured for personal purpose			3,040						—						—						3,040						988,127						991,167						3,805						994,972
Home equity secured for personal purpose			1,063						309						—						1,372						184,273						185,645						1,191						186,836
Loans to individuals			187						59						24						270						20,980						21,250						—						21,250
Lease financings			1,026						502						297						1,825						242,225						244,050						611						244,661
Total			$	12,217					$	4,512					$	321					$	17,050					$	6,796,866					$	6,813,916					$	12,667					$	6,826,583

During the second quarter of 2025, a $23.7 million commercial loan relationship was placed on nonaccrual status due to, among other things, suspected fraud. Subsequent to the relationship being placed on nonaccrual status, a $7.3 million charge-off was recognized during the second quarter. During the third quarter of 2025, a $1.4 million residential property associated with this relationship was transferred to other real estate owned. During the fourth quarter of 2025, loans totaling $13.9 million related to this relationship were paid off and a $449 thousand recovery was recognized. At December 31, 2025, the carrying value of the $1.4 million other real estate owned asset is supported by the appraised value of real estate collateral.

Nonperforming Loans and Leases

The following presents, by class of loans and leases, nonperforming loans and leases at December 31, 2025 and 2024.

			At December 31,
			2025																		2024
(Dollars in thousands)			Nonaccrual Loans and Leases						Loans and Leases 90 Days or more Past Due and Accruing Interest						Total Nonperforming Loans and Leases						Nonaccrual Loans and Leases						Loans and Leases 90 Days or more Past Due and Accruing Interest						Total Nonperforming Loans and Leases
Commercial, financial and agricultural			$	4,275					$	—					$	4,275					$	3,795					$	—					$	3,795
Real estate—commercial real estate and construction:
Commercial real estate			2,355						—						2,355						2,679						—						2,679
Construction			735						—						735						—						—						—
Real estate—residential and home equity:
Residential secured for business purpose			1,717						—						1,717						586						—						586
Residential secured for personal purpose			2,218						—						2,218						3,805						—						3,805
Home equity secured for personal purpose			1,656						—						1,656						1,191						—						1,191
Loans to individuals			—						7						7						—						24						24
Lease financings			787						82						869						611						297						908
Total			$	13,743					$	89					$	13,832					$	12,667					$	321					$	12,988

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The following table presents the amortized cost basis of loans and leases held for investment on nonaccrual status and loans and leases held for investment 90 days or more past due and still accruing as of December 31, 2025 and 2024.

(Dollars in thousands)			Nonaccrual With No Allowance for Credit Losses						Nonaccrual With Allowance for Credit Losses						Total Nonaccrual						Loans and Leases 90 Days or more Past Due and Accruing Interest
At December 31, 2025
Commercial, financial and agricultural			$	154					$	4,121					$	4,275					$	—
Real estate-commercial			1,995						360						2,355						—
Real estate-construction			735						—						735						—
Real estate-residential secured for business purpose			1,666						51						1,717						—
Real estate-residential secured for personal purpose			2,218						—						2,218						—
Real estate-home equity secured for personal purpose			1,570						86						1,656						—
Loans to individuals			—						—						—						7
Lease financings			—						787						787						82
Total			$	8,338					$	5,405					$	13,743					$	89
At December 31, 2024
Commercial, financial and agricultural			$	187					$	3,608					$	3,795					$	—
Real estate-commercial			1,834						845						2,679						—
Real estate-residential secured for business purpose			586						—						586						—
Real estate-residential secured for personal purpose			3,805						—						3,805						—
Real estate-home equity secured for personal purpose			1,191						—						1,191						—
Loans to individuals			—						—						—						24
Lease financings			—						611						611						297
Total			$	7,603					$	5,064					$	12,667					$	321

For the years ended December 31, 2025 and 2024, $88 thousand and $102 thousand of interest income was recognized on nonaccrual loans and leases, respectively.

The following table presents, by class of loans and leases, the amortized cost basis of collateral-dependent nonaccrual loans and leases and type of collateral as of December 31, 2025 and 2024.

(Dollars in thousands)			Real Estate						Other (1)						None (2)						Total
At December 31, 2025
Commercial, financial and agricultural			$	1,907					$	1,937					$	431					$	4,275
Real estate-commercial			2,355						—						—						2,355
Real estate-construction			735						—						—						735
Real estate-residential secured for business purpose			1,666						51						—						1,717
Real estate-residential secured for personal purpose			2,218						—						—						2,218
Real estate-home equity secured for personal purpose			1,656						—						—						1,656
Lease financings			—						787						—						787
Total			$	10,537					$	2,775					$	431					$	13,743
(Dollars in thousands)			Real Estate						Other (1)						None						Total
At December 31, 2024
Commercial, financial and agricultural			$	1,521					$	1,843					$	431					$	3,795
Real estate-commercial			2,661						—						18						2,679
Real estate-residential secured for business purpose			586						—						—						586
Real estate-residential secured for personal purpose			3,805						—						—						3,805
Real estate-home equity secured for personal purpose			1,191						—						—						1,191
Lease financings			—						611						—						611
Total			$	9,764					$	2,454					$	449					$	12,667

(1) Collateral consists of business assets, including accounts receivable, personal property and equipment.

(2) Loans fully guaranteed or fully reserved given lack of collateral.

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Credit Quality Indicators

The Corporation categorizes risk based on relevant information about the ability of the borrower to service their debt. Loans with a relationship balance of less than $1 million are reviewed when necessary, based on their performance, primarily when such loans are delinquent. Commercial, financial and agricultural loans, real estate-commercial loans, real estate-construction loans and real estate-residential secured for a business purpose loans with relationships greater than $1 million are reviewed at least annually. Loan relationships with a higher risk profile or classified as special mention or substandard are reviewed at least quarterly. The Corporation reviews credit quality key risk indicators on at least an annual basis and last completed this review in conjunction with the period ended December 31, 2025. The following is a description of the internal risk ratings, and the likelihood of loss related to the credit quality of commercial, financial and agricultural loans, real estate-commercial loans, real estate-construction loans and real estate-residential secured for a business purpose loans.

1.Pass—Loans considered satisfactory with no indications of deterioration

2.Special Mention—Potential weakness that deserves management's close attention

3.Substandard—Well-defined weakness or weaknesses that jeopardize the liquidation of the debt

4.Doubtful—Collection or liquidation in-full, on the basis of current existing facts, conditions and values, highly questionable and improbable

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Based on the most recent analysis performed, the following table presents the recorded investment in loans and leases held for investment for commercial, financial and agricultural loans, real estate-commercial loans, real estate-construction loans and real estate-residential secured for a business purpose loans by credit quality indicator at December 31, 2025 and 2024.

			Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)			2025						2024						2023						2022						2021						Prior						Revolving Loans Amortized Cost Basis						Revolving Loans Converted to Term						Total
At December 31, 2025
Commercial, financial and agricultural
Risk Rating
1. Pass			$	190,229					$	100,720					$	38,778					$	37,042					$	68,428					$	48,061					$	449,957					$	982					$	934,197
2. Special Mention			700						812						2,452						1,406						—						643						12,391						—						18,404
3. Substandard			485						4,286						6,849						20,078						5,512						154						37,469						—						74,833
Total			$	191,414					$	105,818					$	48,079					$	58,526					$	73,940					$	48,858					$	499,817					$	982					$	1,027,434
Current period gross charge-offs			$	18					$	—					$	2,135					$	8					$	265					$	585					$	7,260					$	—					$	10,271
Real estate-commercial
Risk Rating
1. Pass			$	705,601					$	395,166					$	389,163					$	859,503					$	507,262					$	631,928					$	100,794					$	—					$	3,589,417
2. Special Mention			2,432						2,914						807						—						1,735						—						—						—						7,888
3. Substandard			429						1,010						187						5,435						246						16,924						—						—						24,231
Total			$	708,462					$	399,090					$	390,157					$	864,938					$	509,243					$	648,852					$	100,794					$	—					$	3,621,536
Current period gross charge-offs			$	—					$	—					$	—					$	601					$	582					$	—					$	—					$	—					$	1,183
Real estate-construction
Risk Rating
1. Pass			$	166,806					$	42,023					$	43,121					$	28,330					$	1,718					$	2,434					$	13,477					$	—					$	297,909
2. Special Mention			—						—						—						—						—						—						—						—						—
3. Substandard			—						—						3,641						2,545						—						639						2,059						—						8,884
Total			$	166,806					$	42,023					$	46,762					$	30,875					$	1,718					$	3,073					$	15,536					$	—					$	306,793
Real estate-residential secured for business purpose
Risk Rating
1. Pass			$	114,828					$	80,784					$	81,481					$	117,108					$	94,503					$	29,906					$	33,062					$	—					$	551,672
2. Special Mention			—						—						—						507						—						—						50						—						557
3. Substandard			—						149						232						—						360						1,083						125						—						1,949
Total			$	114,828					$	80,933					$	81,713					$	117,615					$	94,863					$	30,989					$	33,237					$	—					$	554,178
Totals By Risk Rating
1. Pass			$	1,177,464					$	618,693					$	552,543					$	1,041,983					$	671,911					$	712,329					$	597,290					$	982					$	5,373,195
2. Special Mention			3,132						3,726						3,259						1,913						1,735						643						12,441						—						26,849
3. Substandard			914						5,445						10,909						28,058						6,118						18,800						39,653						—						109,897
Total			$	1,181,510					$	627,864					$	566,711					$	1,071,954					$	679,764					$	731,772					$	649,384					$	982					$	5,509,941
Total current period gross charge-offs			$	18					$	—					$	2,135					$	609					$	847					$	585					$	7,260					$	—					$	11,454

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			Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)			2024						2023						2022						2021						2020						Prior						Revolving Loans Amortized Cost Basis						Revolving Loans Converted to Term						Total
At December 31, 2024
Commercial, financial and agricultural
Risk Rating
1. Pass			$	232,925					$	73,453					$	68,205					$	95,135					$	16,403					$	44,329					$	411,413					$	871					$	942,734
2. Special Mention			3,622						6,489						24,423						166						5						—						27,106						—						61,811
3. Substandard			—						500						1,975						6,623						—						6,401						17,791						—						33,290
Total			$	236,547					$	80,442					$	94,603					$	101,924					$	16,408					$	50,730					$	456,310					$	871					$	1,037,835
Real estate-commercial
Risk Rating
1. Pass			$	506,644					$	441,802					$	882,071					$	581,693					$	538,539					$	471,734					$	81,145					$	—					$	3,503,628
2. Special Mention			1,763						—						716						—						3,028						12,213						—						—						17,720
3. Substandard			—						—						2,662						827						1,402						1,317						2,895						—						9,103
Total			$	508,407					$	441,802					$	885,449					$	582,520					$	542,969					$	485,264					$	84,040					$	—					$	3,530,451
Real estate-construction
Risk Rating
1. Pass			$	109,627					$	71,770					$	58,072					$	4,226					$	1,700					$	1,899					$	19,636					$	—					$	266,930
2. Special Mention			—						—						—						—						—						—						—						—						—
3. Substandard			248						—						4,095						—						2,403						—						807						—						7,553
Total			$	109,875					$	71,770					$	62,167					$	4,226					$	4,103					$	1,899					$	20,443					$	—					$	274,483
Real estate-residential secured for business purpose
Risk Rating
1. Pass			$	93,976					$	95,743					$	137,406					$	104,156					$	48,495					$	21,937					$	31,922					$	—					$	533,635
2. Special Mention			547						239						—						683						405						—						—						—						1,874
3. Substandard			—						—						—						—						548						38						—						—						586
Total			$	94,523					$	95,982					$	137,406					$	104,839					$	49,448					$	21,975					$	31,922					$	—					$	536,095
Totals By Risk Rating
1. Pass			$	943,172					$	682,768					$	1,145,754					$	785,210					$	605,137					$	539,899					$	544,116					$	871					$	5,246,927
2. Special Mention			5,932						6,728						25,139						849						3,438						12,213						27,106						—						81,405
3. Substandard			248						500						8,732						7,450						4,353						7,756						21,493						—						50,532
Total			$	949,352					$	689,996					$	1,179,625					$	793,509					$	612,928					$	559,868					$	592,715					$	871					$	5,378,864

The Corporation had no loans with a risk rating of Doubtful included within recorded investment in loans and leases held for investment at December 31, 2025 or 2024.

The Corporation monitors the credit risk profile by payment activity for the following classifications of loans and leases: real estate-residential secured for personal purpose loans, real estate-home equity secured for personal purpose loans, loans to individuals and lease financings. The Corporation reviews credit quality indicators on at least an annual basis and last completed this review in conjunction with the period ended December 31, 2025. Loans and leases past due 90 days or more and loans and leases on nonaccrual status are considered nonperforming. Nonperforming loans and leases are reviewed monthly. Performing loans and leases are reviewed only if the loan becomes 60 days or more past due.

Based on the most recent analysis performed, the following table presents the recorded investment in loans and leases held for investment for real estate-residential secured for personal purpose loans, real estate-home equity secured for personal purpose loans, loans to individuals and lease financings by credit quality indicator at December 31, 2025 and 2024.

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			Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)			2025						2024						2023						2022						2021						Prior						Revolving Loans Amortized Cost Basis												Total
At December 31, 2025
Real estate-residential secured for personal purpose
Payment Performance
1. Performing			$	34,439					$	29,536					$	190,287					$	333,364					$	183,622					$	186,144					$	—											$	957,392
2. Nonperforming			—						—						—						1,824						—						394						—												2,218
Total			$	34,439					$	29,536					$	190,287					$	335,188					$	183,622					$	186,538					$	—											$	959,610
Current period gross charge-offs			$	—					$	—					$	—					$	—					$	—					$	42					$	—											$	42
Real estate-home equity secured for personal purpose
Payment Performance
1. Performing			$	468					$	232					$	257					$	1,654					$	311					$	1,162					$	194,654											$	198,738
2. Nonperforming			—						—						—						—						—						—						1,656												1,656
Total			$	468					$	232					$	257					$	1,654					$	311					$	1,162					$	196,310											$	200,394
Loans to individuals
Payment Performance
1. Performing			$	1,696					$	1,268					$	464					$	181					$	26					$	486					$	8,665											$	12,786
2. Nonperforming			—						—						—						—						—						7						—												7
Total			$	1,696					$	1,268					$	464					$	181					$	26					$	493					$	8,665											$	12,793
Current period gross charge-offs			$	170					$	122					$	74					$	13					$	—					$	—					$	351											$	730
Lease financings
Payment Performance
1. Performing			$	77,223					$	63,335					$	54,777					$	25,549					$	8,253					$	2,060					$	—											$	231,197
2. Nonperforming			293						67						236						233						26						14						—												869
Total			$	77,516					$	63,402					$	55,013					$	25,782					$	8,279					$	2,074					$	—											$	232,066
Current period gross charge-offs			$	—					$	201					$	247					$	164					$	101					$	90					$	41											$	844
Totals by Payment Performance
1. Performing			$	113,826					$	94,371					$	245,785					$	360,748					$	192,212					$	189,852					$	203,319											$	1,400,113
2. Nonperforming			293						67						236						2,057						26						415						1,656												4,750
Total			$	114,119					$	94,438					$	246,021					$	362,805					$	192,238					$	190,267					$	204,975											$	1,404,863
Total current period gross charge-offs			$	170					$	323					$	321					$	177					$	101					$	132					$	392											$	1,616

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			Term Loans Amortized Cost Basis by Origination Year
(Dollars in thousands)			2024						2023						2022						2021						2020						Prior						Revolving Loans Amortized Cost Basis												Total
At December 31, 2024
Real estate-residential secured for personal purpose
Payment Performance
1. Performing			$	25,908					$	203,136					$	356,506					$	195,727					$	121,743					$	88,147					$	—											$	991,167
2. Nonperforming			—						—						142						37						2,836						790						—												3,805
Total			$	25,908					$	203,136					$	356,648					$	195,764					$	124,579					$	88,937					$	—											$	994,972
Real estate-home equity secured for personal purpose
Payment Performance
1. Performing			$	354					$	352					$	2,260					$	402					$	326					$	1,201					$	180,750											$	185,645
2. Nonperforming			—						—						21						—						—						—						1,170												1,191
Total			$	354					$	352					$	2,281					$	402					$	326					$	1,201					$	181,920											$	186,836
Loans to individuals
Payment Performance
1. Performing			$	2,008					$	963					$	459					$	300					$	19					$	610					$	16,867											$	21,226
2. Nonperforming			—						—						—						—						—						24						—												24
Total			$	2,008					$	963					$	459					$	300					$	19					$	634					$	16,867											$	21,250
Lease financings
Payment Performance
1. Performing			$	83,360					$	82,634					$	46,986					$	23,088					$	5,989					$	1,696					$	—											$	243,753
2. Nonperforming			197						168						473						32						25						13						—												908
Total			$	83,557					$	82,802					$	47,459					$	23,120					$	6,014					$	1,709					$	—											$	244,661
Totals by Payment Performance
1. Performing			$	111,630					$	287,085					$	406,211					$	219,517					$	128,077					$	91,654					$	197,617											$	1,441,791
2. Nonperforming			197						168						636						69						2,861						827						1,170												5,928
Total			$	111,827					$	287,253					$	406,847					$	219,586					$	130,938					$	92,481					$	198,787											$	1,447,719

The Corporation had no revolving loans which were converted to term loans included within recorded investment in loans and leases held for investment at December 31, 2025 or 2024.

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Allowance for Credit Losses on Loan and Leases and Recorded Investment in Loans and Leases

The following presents, by portfolio segment, a summary of the activity in the allowance for credit losses, loans and leases, for the years ended December 31, 2025, 2024 and 2023. There were no changes to the reasonable and supportable forecast period and the reversion period, or any other significant methodology changes during the year ended December 31, 2025.

(Dollars in thousands)			Beginning balance												Provision (reversal of provision) for credit losses												Charge-offs						Recoveries						Ending balance
For the Year Ended December 31, 2025
Allowance for credit losses, loans and leases:
Commercial, financial and agricultural			$	16,079											$	9,348											$	(10,271)					$	1,827					$	16,983
Real estate-commercial			46,867												1,446												(1,183)						36						47,166
Real estate-construction			4,924												551												—						—						5,475
Real estate-residential secured for business purpose			7,491												109												—						—						7,600
Real estate-residential secured for personal purpose			7,222												(846)												(42)						7						6,341
Real estate-home equity secured for personal purpose			1,706												(70)												—						2						1,638
Loans to individuals			342												681												(730)						55						348
Lease financings			2,460												973												(844)						25						2,614
Total			$	87,091											$	12,192											$	(13,070)					$	1,952					$	88,165
For the Year Ended December 31, 2024
Allowance for credit losses, loans and leases:
Commercial, financial and agricultural			$	13,699											$	4,709											$	(2,926)					$	597					$	16,079
Real estate-commercial			45,849												1,039												(35)						14						46,867
Real estate-construction			6,543												(1,119)												(500)						—						4,924
Real estate-residential secured for business purpose			8,692												(1,436)												—						235						7,491
Real estate-residential secured for personal purpose			6,349												739												—						134						7,222
Real estate-home equity secured for personal purpose			1,289												371												—						46						1,706
Loans to individuals			392												778												(921)						93						342
Lease financings			2,574												425												(651)						112						2,460
Total			$	85,387											$	5,506											$	(5,033)					$	1,231					$	87,091
For the Year Ended December 31, 2023
Allowance for credit losses, loans and leases:
Commercial, financial and agricultural			$	16,920											$	1,289											$	(4,877)					$	367					$	13,699
Real estate-commercial			41,673												4,213												(50)						13						45,849
Real estate-construction			4,952												1,797												(207)						1						6,543
Real estate-residential secured for business purpose			7,054												1,503												(50)						185						8,692
Real estate-residential secured for personal purpose			3,685												2,664												—						—						6,349
Real estate-home equity secured for personal purpose			1,287												4												(85)						83						1,289
Loans to individuals			351												467												(507)						81						392
Lease financings			3,082												(157)												(410)						59						2,574
Total			$	79,004											$	11,780											$	(6,186)					$	789					$	85,387

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The following presents, by portfolio segment, the balance in the allowance for credit losses on loans and leases disaggregated on the basis of whether the loan or lease was measured for credit loss as a pooled loan or lease or if it was individually analyzed for a reserve at December 31, 2025 and 2024:

			Allowance for credit losses, loans and leases																		Loans and leases held for investment
(Dollars in thousands)			Ending balance: individually analyzed						Ending balance: pooled						Total ending balance						Ending balance: individually analyzed						Ending balance: pooled												Total ending balance
At December 31, 2025
Commercial, financial and agricultural			$	2,515					$	14,468					$	16,983					$	4,275					$	1,023,159											$	1,027,434
Real estate-commercial			154						47,012						47,166						2,355						3,619,181												3,621,536
Real estate-construction			—						5,475						5,475						735						306,058												306,793
Real estate-residential secured for business purpose			51						7,549						7,600						1,717						552,461												554,178
Real estate-residential secured for personal purpose			—						6,341						6,341						2,218						957,392												959,610
Real estate-home equity secured for personal purpose			42						1,596						1,638						1,656						198,738												200,394
Loans to individuals			—						348						348						—						12,793												12,793
Lease financings			260						2,354						2,614						260						231,806												232,066
Total			$	3,022					$	85,143					$	88,165					$	13,216					$	6,901,588											$	6,914,804
At December 31, 2024
Commercial, financial and agricultural			$	1,922					$	14,157					$	16,079					$	3,795					$	1,034,040											$	1,037,835
Real estate-commercial			23						46,844						46,867						2,679						3,527,772												3,530,451
Real estate-construction			—						4,924						4,924						—						274,483												274,483
Real estate-residential secured for business purpose			—						7,491						7,491						586						535,509												536,095
Real estate-residential secured for personal purpose			—						7,222						7,222						3,805						991,167												994,972
Real estate-home equity secured for personal purpose			—						1,706						1,706						1,191						185,645												186,836
Loans to individuals			—						342						342						—						21,250												21,250
Lease financings			—						2,460						2,460						—						244,661												244,661
Total			$	1,945					$	85,146					$	87,091					$	12,056					$	6,814,527											$	6,826,583

Modified Loans to Borrowers Experiencing Financial Difficulty

The following presents, by class of loans, information regarding accruing and nonaccrual modified loans to borrowers experiencing financial difficulty during the years ended December 31, 2025 and 2024:

			Term Extension
			For the Years Ended December 31,
			2025																								2024
(Dollars in thousands)			Number of Loans						Amortized Cost Basis*						% of Total Class of Financing Receivable						Related Reserve						Number of Loans						Amortized Cost Basis*						% of Total Class of Financing Receivable						Related Reserve
Accruing Modified Loans to Borrowers Experiencing Financial Difficulty:
Commercial, financial and agricultural			8						$	17,454					1.70		%				$	152					1						$	4,925					0.47		%				$	9
Real estate—commercial			—						—						—						—						4						7,927						0.22						20
Real estate—construction			1						2,545						0.83						1						—						—						—						—
Total			9						$	19,999											$	153					5						$	12,852											$	29
Nonaccrual Modified Loans to Borrowers Experiencing Financial Difficulty:
Real estate—commercial			1						$	429					0.01		%				$	—					—						$	—					—		%				$	—
Total			1						$	429											$	—					—						$	—											$	—

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			Other-Than-Insignificant Payment Delay
			For the Years Ended December 31,
			2025																								2024
(Dollars in thousands)			Number of Loans						Amortized Cost Basis*						% of Total Class of Financing Receivable						Related Reserve						Number of Loans						Amortized Cost Basis*						% of Total Class of Financing Receivable						Related Reserve
Accruing Modified Loans to Borrowers Experiencing Financial Difficulty:
Commercial, financial and agricultural			—						$	—					—		%				$	—					2						$	6,667					0.64		%				$	12
Total			—						$	—											$	—					2						$	6,667											$	12
Nonaccrual Modified Loans to Borrowers Experiencing Financial Difficulty:
Total			—						$	—											$	—					—						$	—											$	—

*Amortized cost excludes $124 thousand and $126 thousand of accrued interest receivable on modified loans for the years ended December 31, 2025 and 2024, respectively.

The following presents, by class of loans, information regarding the financial effect on accruing and nonaccrual modified loans to borrowers experiencing financial difficulty during the years ended December 31, 2025 and 2024.

Term Extension

Other-Than-Insignificant Payment Delay

(Dollars in thousands)

No. of Loans

Financial Effect

No. of Loans

Financial Effect

For the Year Ended December 31, 2025

Accruing Modified Loans to Borrowers Experiencing Financial Difficulty:

Commercial, financial and agricultural

8

Added a weighted-average 12 months to the life of the loans, which reduced monthly payment amount for the borrowers.

—

Real estate—construction

1

Added 9 months to the life of the loan, which reduced monthly payment amounts for the borrower.

—

Total

9

—

Nonaccrual Modified Loans to Borrowers Experiencing Financial Difficulty:

Real estate—commercial

1

Added 8 months to the life of loan, which reduced monthly payment amount for the borrower.

—

Total

1

—

For the Year Ended December 31, 2024

Accruing Modified Loans to Borrowers Experiencing Financial Difficulty:

Commercial, financial and agricultural

1

Added 8 months to the life of the loan, which reduced monthly payment amount for the borrower.

2

Provided 3-month payment deferrals to assist borrowers.

Real estate—commercial

4

Added a weighted-average 12 months to the life of loans, which reduced monthly payment amount for the borrowers.

—

Total

5

2

Nonaccrual Modified Loans to Borrowers Experiencing Financial Difficulty:

Total

—

—

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The following presents, by class of loan, the amortized cost of accruing and nonaccrual modified loans to borrowers experiencing financial difficulty that had a payment default subsequent to modification during the years ended December 31, 2025 and 2024 and were modified in the 12 months prior to that default.

			For the Years Ended December 31,
			2025												2024
			Term Extension																		Term Extension
(Dollars in thousands)			Number of Loans						Amortized Cost Basis																		Number of Loans						Amortized Cost Basis
Accruing Modified Loans to Borrowers Experiencing Financial Difficulty:
Real estate—commercial			—						$	—																	1						$	1,849
Total			—						$	—																	1						$	1,849
Nonaccrual Modified Loans to Borrowers Experiencing Financial Difficulty:
Total			—						$	—																	—						$	—

The following presents, by class of loans, the amortized cost and performance status of accruing and nonaccrual modified loans to borrowers experiencing financial difficulty that have been modified in the last 12 months as of December 31, 2025 and 2024.

			At December 31, 2025
(Dollars in thousands)			Current						30-89 Days Past Due						90 Days or More Past Due						Total
Accruing Modified Loans to Borrowers Experiencing Financial Difficulty:
Commercial, financial and agricultural			$	17,454					$	—					$	—					$	17,454
Real estate—construction			2,545						—						—						2,545
Total			$	19,999					$	—					$	—					$	19,999
Nonaccrual Modified Loans to Borrowers Experiencing Financial Difficulty:
Real estate—commercial			$	429					$	—					$	—					$	429
Total			$	429					$	—					$	—					$	429

			At December 31, 2024
(Dollars in thousands)			Current						30-89 Days Past Due						90 Days or More Past Due						Total
Accruing Modified Loans to Borrowers Experiencing Financial Difficulty:
Commercial, financial and agricultural			$	11,592					$	—					$	—					$	11,592
Real estate—commercial			7,927						—						—						7,927
Total			$	19,519					$	—					$	—					$	19,519
Nonaccrual Modified Loans to Borrowers Experiencing Financial Difficulty:
Total			$	—					$	—					$	—					$	—

As of December 31, 2025 and 2024, the Bank had $1.5 million and $1.0 million, respectively, of commitments to extend credit to borrowers experiencing financial difficulty whose terms had been modified in the tables above.

The following presents the amount of consumer mortgages collateralized by residential real estate property that were in the process of foreclosure at December 31, 2025 or 2024.

(Dollars in thousands)			At December 31, 2025						At December 31, 2024
Real estate-residential secured for personal purpose			$	3,641					$	3,095
Real estate-home equity secured for personal purpose			328						125
Total			$	3,969					$	3,220

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The following presents foreclosed residential real estate property included in other real estate owned at December 31, 2025 or 2024.

(Dollars in thousands)			At December 31, 2025						At December 31, 2024
Foreclosed residential real estate			$	3,981					$	234

Lease Financings

The following presents the schedule of minimum lease payments receivable:

(Dollars in thousands)			At December 31, 2025						At December 31, 2024
2025			N/A						$	91,125
2026			94,185						76,977
2027			73,655						56,881
2028			49,277						32,899
2029			28,148						12,101
2030			11,337						1,641
Thereafter			1,729						323
Total future minimum lease payments receivable			258,331						271,947
Plus: Unguaranteed residual			1,446						1,485
Plus: Initial direct costs			2,935						3,156
Less: Imputed interest			(30,646)						(31,927)
Lease financings			$	232,066					$	244,661

Note 6. Premises and Equipment

The following table reflects the components of premises, equipment and computer software:

			At December 31,
(Dollars in thousands)			2025						2024
Land and land improvements			$	11,415					$	11,487
Premises and improvements			48,560						50,277
Furniture, equipment and computer software			27,914						33,809
Total cost			87,889						95,573
Less: accumulated depreciation			(42,335)						(48,902)
Net book value			$	45,554					$	46,671

Note 7. Goodwill and Other Intangible Assets

The Corporation has goodwill from acquisitions which is deemed to be an indefinite intangible asset and is not amortized. In accordance with ASC Topic 350, goodwill is tested at least annually for impairment at the reporting unit level. The Corporation performs an annual test of goodwill for impairment during the fourth quarter of each year. The Corporation concluded there was no impairment of goodwill during 2023 through 2025.

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Changes in the carrying amount of the Corporation's goodwill by business segment for the years ended December 31, 2025 and 2024 were as follows:

(Dollars in thousands)			Banking						Wealth Management						Insurance						Consolidated
Balance at December 31, 2023			$	138,476					$	15,434					$	21,600					$	175,510
Addition to goodwill from acquisitions			—						—						—						—
Balance at December 31, 2024			138,476						15,434						21,600						175,510
Addition to goodwill from acquisitions			—						—						—						—
Balance at December 31, 2025			$	138,476					$	15,434					$	21,600					$	175,510

The Corporation also has core deposit and customer-related intangibles, which are not deemed to have an indefinite life and therefore will continue to be amortized over their useful life using the present value of projected cash flows. The Corporation also performs an annual test of core deposit and customer-related intangibles for impairment during the fourth quarter of each year. The Corporation concluded there was no impairment of core deposit and customer-related intangibles during 2023 through 2025.

The amortization of core deposit and customer-related intangibles for the years ended December 31, 2025, 2024 and 2023 was $469 thousand, $648 thousand and $845 thousand, respectively.

The following table reflects the components of intangible assets at the dates indicated:

			At December 31, 2025																		At December 31, 2024
(Dollars in thousands)			Gross Carrying Amount						Accumulated Amortization (1)						Net Carrying Amount						Gross Carrying Amount						Accumulated Amortization (1)						Net Carrying Amount
Amortized intangible assets:
Core deposit intangibles			$	5,268					$	5,220					$	48					$	6,788					$	6,597					$	191
Customer-related intangibles			2,476						1,674						802						2,476						1,348						1,128
Servicing rights			12,985						6,507						6,478						12,274						5,284						6,990
Total amortized intangible assets			$	20,729					$	13,401					$	7,328					$	21,538					$	13,229					$	8,309

(1) Included within accumulated amortization is a valuation allowance of $307 thousand and $7 thousand on servicing rights at December 31, 2025 and 2024, respectively.

The estimated aggregate amortization expense for core deposit and customer-related intangibles for each of the five succeeding fiscal years and thereafter follows:

Year			(Dollars in thousands)			Amount
2026						$	318
2027						216
2028						161
2029						105
2030						50
Total						$	850

The aggregate fair value of servicing rights was $10.3 million and $12.7 million at December 31, 2025 and 2024, respectively. The fair value of these rights was determined using a discount rate of 11.3% at December 31, 2025 and 11.0% at December 31, 2024.

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Changes in the servicing rights balance are summarized as follows:

			For the Years Ended December 31,
(Dollars in thousands)			2025						2024						2023
Beginning of period			$	6,990					$	8,982					$	8,572
Servicing rights capitalized			1,613						2,724						1,946
Amortization of servicing rights			(1,825)						(1,341)						(1,443)
Sold servicing rights			—						(3,466)						—
Changes in valuation allowance			(300)						91						(93)
End of period			$	6,478					$	6,990					$	8,982
Loans serviced for others			$	1,069,216					$	1,032,011					$	1,630,032

The change in loans serviced for others from December 31, 2023 to December 31, 2024 was primarily related to the sale of mortgage servicing rights associated with $591.1 million of serviced loans in the first quarter of 2024.

Activity in the valuation allowance for servicing rights are summarized as follows:

			For the Years Ended December 31,
(Dollars in thousands)			2025						2024						2023
Valuation allowance, beginning of period			$	(7)					$	(98)					$	(5)
Additions			(300)						—						(93)
Reductions			—						91						—
Valuation allowance, end of period			$	(307)					$	(7)					$	(98)

The estimated amortization expense of servicing rights for each of the five succeeding fiscal years and thereafter is as follows:

Year			(Dollars in thousand)			Amount
2026						$	1,367
2027						1,065
2028						842
2029						675
2030						544
Thereafter						1,985
Total						$	6,478

Note 8. Accrued Interest Receivable and Other Assets

The following table provides the details of accrued interest receivable and other assets:

			At December 31,
(Dollars in thousands)			2025						2024
Other real estate owned and repossessed assets			$	23,990					$	20,217
Accrued interest receivable			29,646						28,651
Accrued income and other receivables			6,134						7,384
Retirement plans			14,610						10,154
Fair market value of derivative financial instruments			331						226
Other prepaid expenses			13,542						12,517
Current income tax receivable			679						582
Net deferred tax assets			15,825						21,295
Other			8,216						11,072
Total accrued interest receivable and other assets			$	112,973					$	112,098

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Note 9. Deposits

Deposits and their respective weighted average interest rate at December 31, 2025 and 2024 consisted of the following:

			December 31,
			2025												2024
			Weighted Average Interest Rate						Amount						Weighted Average Interest Rate						Amount
			(Dollars in thousands)
Noninterest-bearing deposits			—		%				$	1,431,974					—		%				$	1,414,635
Demand deposits			2.90						3,478,924						3.25						3,186,597
Savings deposits			0.70						762,130						0.44						704,321
Time deposits			3.83						1,414,285						4.40						1,453,706
Total			2.27		%				$	7,087,313					2.52		%				$	6,759,259

Deposits are insured up to applicable limits set by the Deposit Insurance Fund of the FDIC, which is currently $250 thousand per account owner. The aggregate amount of time deposits in denominations over $250 thousand was $281.9 million and $276.0 million at December 31, 2025 and 2024, respectively.

At December 31, 2025, the scheduled maturities of time deposits were as follows:

Year			(Dollars in thousands)			Amount
Due in 2026						$	960,028
Due in 2027						212,074
Due in 2028						167,266
Due in 2029						73,096
Due in 2030						1,441
Thereafter						380
Total						$	1,414,285

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Note 10. Borrowings

The following is a summary of borrowings by type. Short-term borrowings consist of overnight borrowings and term borrowings with an original maturity of one year or less.

    

			Balance at End of Year						Weighted Average Interest Rate						Maximum Amount Outstanding at Month End During the Year						Average Amount Outstanding During the Year						Weighted Average Interest Rate During the Year
(Dollars in thousands)
2025
Short-term borrowings:
Federal funds purchased			$	—					—		%				$	—					$	291					4.57		%
Customer repurchase agreements			24,411						0.05						24,411						10,821						0.05
Long-term debt:
FHLB advances			$	200,000					4.20		%				$	200,000					$	204,452					4.29		%
Subordinated notes			98,867						6.98						149,581						139,584						6.79
2024
Short-term borrowings:
FHLB borrowings			$	—					—		%				$	16,000					$	201					5.79		%
Federal funds purchased			—						—						60,000						4,126						5.63
Customer repurchase agreements			11,181						0.05						14,101						9,376						0.05
Long-term debt:
FHLB advances			$	225,000					4.35		%				$	310,000					$	253,730					4.31		%
Security repurchase agreements			—						—						—						3						—
Subordinated notes			149,261						6.08						149,261						149,007						6.12

The Corporation, through the Bank, has a credit facility with the FHLB that had a maximum borrowing capacity of approximately $3.4 billion and $3.3 billion at December 31, 2025 and 2024, respectively. All borrowings and letters of credit from the FHLB are secured by qualifying commercial real estate and residential mortgage loans, investments and other assets. At December 31, 2025 and 2024, the Bank had outstanding short-term letters of credit with the FHLB totaling $1.4 billion and $1.3 billion, respectively, which were utilized to collateralize public funds deposits and other secured deposits. The maximum borrowing capacity with the FHLB changes as a function of the Bank's qualifying collateral assets as well as the FHLB's internal credit rating of the Bank. The available borrowing capacity from the FHLB totaled $1.9 billion and $1.7 billion at December 31, 2025 and 2024, respectively.

The Corporation, through the Bank, holds investment securities at the Federal Reserve Bank of Philadelphia to provide access to the Discount Window Lending program. The Bank participates in the FRB Borrower in Custody program, which provides additional committed borrowing capacity for the Bank through the Discount Window Lending program based upon select loans pledged to the FRB. The total borrowing capacity based upon the qualifying pledged commercial loans and held investment securities was $380.2 million and $397.2 million at December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024, the Corporation had no outstanding borrowings under the Discount Window Lending program.

The Corporation has a $10.0 million committed line of credit with a correspondent bank. At December 31, 2025 and 2024, the Corporation had no outstanding borrowings under this line.

The Corporation and the Bank had $3.8 billion and $3.7 billion of committed borrowing capacity at December 31, 2025 and 2024, respectively, of which $2.3 billion and $2.1 billion was available as of December 31, 2025 and 2024, respectively. The Corporation, through the Bank, also maintained uncommitted funding sources from correspondent banks of $457.0 million and $468.0 million at December 31, 2025 and 2024, respectively. Future availability under these lines is subject to the prerogatives of the granting banks and may be withdrawn at will.

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Long-term advances with the FHLB of Pittsburgh mature as follows:

(Dollars in thousands)			As of December 31, 2025						Weighted Average Rate
2026			$	100,000					4.29		%
2027			25,000						3.99
2028			40,000						4.33
2029			25,000						3.91
2030			10,000						3.94
Thereafter			—						—
Total			$	200,000					4.20		%

Subordinated Notes

On November 15, 2022, the Corporation issued $50.0 million aggregate principal amount of 7.25% fixed-to-floating rate subordinated notes due 2032 (the "2022 Notes") in an underwritten public offering. The net proceeds of the offering approximated $49.0 million. The 2022 Notes bear interest at a fixed rate of 7.25%, payable semi-annually in arrears for a five-year period. The last interest payment date for the fixed rate period will be November 15, 2027. From and including November 15, 2027 to, but excluding, November 15, 2032 or the date of earlier redemption, the Notes will bear interest at an annual floating rate of interest equivalent to the Benchmark rate, which is expected to be the Three-Month Term SOFR, plus 309.8 basis points, payable quarterly in arrears, commencing on February 15, 2028. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate will be deemed to be zero. The Corporation may redeem the 2022 Notes (i) in whole or in part beginning with the interest payment date of November 15, 2027, and on any interest payment date thereafter or (ii) in whole, but not in part, at any time within 90 days upon the occurrence of certain tax, regulatory capital and Investment Company Act of 1940 events. The redemption price for any redemption is 100% of the principal amount of the subordinated notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any redemption of the subordinated notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the extent then required under applicable laws or regulations.

On November 6, 2025, the Corporation issued $50.0 million aggregate principal amount of 6.00% fixed-to-floating rate subordinated notes due 2035 (the "2025 Notes") in a private placement transaction. Subsequently, the Corporation has taken certain actions to provide for the exchange of the 2025 Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms as the 2025 Notes. The net proceeds of the offering approximated $49.2 million. The 2025 Notes bear interest at a fixed rate of 6.00%, payable semi-annually in arrears for a five-year period. The last interest payment date for the fixed rate period will be May 15, 2030. From and including November 15, 2030 to, but excluding, November 15, 2035 or the date of earlier redemption, the Notes will bear interest at an annual floating rate of interest equivalent to the Benchmark rate, which is expected to be the Three-Month Term SOFR, plus 261.5 basis points, payable quarterly in arrears, commencing on February 15, 2031. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate will be deemed to be zero. The Corporation may redeem the 2025 Notes (i) in whole or in part beginning with the interest payment date of November 15, 2030, and on any interest payment date thereafter or (ii) in whole, but not in part, at any time upon certain other events. The redemption price for any redemption is 100% of the principal amount of the subordinated notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any redemption of the subordinated notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System to the extent then required under applicable laws or regulations.

Subordinated notes qualify as Tier 2 capital for regulatory capital purposes for the first five years of the notes' terms. The Tier 2 capital benefit is phased out at 20% per year after the fifth year (from years six to ten) and have no benefit in the tenth year.

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Note 11. Accrued Interest Payable and Other Liabilities

The following table provides the details of accrued interest payable and other liabilities:

			At December 31,
(Dollars in thousands)			2025						2024
Accrued compensation costs			$	16,220					$	17,115
Retirement plans			1,957						2,245
Accrued interest payable			15,632						26,160
Accrued expenses and other payables			6,211						5,999
Other reserves			5,323						4,904
Contingent consideration liability			—						635
Other liabilities fair value of derivative financial instruments			221						67
Current income taxes payable			1,009						—
Accounts payable			4,552						5,230
Other			3,332						2,575
Total accrued interest payable and other liabilities			$	54,457					$	64,930

Note 12. Income Taxes

Income taxes paid to federal and state jurisdictions consisted of the following:

			For the Years Ended December 31,
(Dollars in thousands)			2025						2024						2023
Federal			$	19,200					$	17,975					$	19,300
Foreign			—						—						—
State			1,934						2,699						1,740
Total			$	21,134					$	20,674					$	21,040

State income taxes paid, net of refunds, exceeded 5 percent of total income taxes paid, net of refunds, in the following jurisdiction:

			For the Years Ended December 31,
(Dollars in thousands)			2025						2024						2023
State:
New Jersey			$	1,410					$	1,929					*
*Jurisdiction below the threshold for the period presented.

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The components of pre-tax income are related to domestic activities. The Corporation did not have any foreign operations. The provision income taxes from continuing operations included in the accompanying consolidated statements of income consists of the following:

			For the Years Ended December 31,
(Dollars in thousands)			2025						2024						2023
Current:
Federal			$	20,002					$	18,535					$	16,775
State			2,083						2,105						1,520
Total current expense			$	22,085					$	20,640					$	18,295
Deferred:
Federal			465						(1,048)						(609)
State			43						(223)						(101)
Total deferred expense			$	508					$	(1,271)					$	(710)
Total income tax expense from continuing operations			$	22,593					$	19,369					$	17,585

The Corporation did not have any income tax expense (benefit) in foreign jurisdictions for the years ended December 31, 2025, 2024 or 2023.

The provision for income taxes differs from the expected statutory provision as follows:

			For the Years Ended December 31,
(Dollars in thousands)			2025												2024												2023
US Federal Statutory Tax Rate			$	23,804					21.0		%				$	20,013					21.0		%				$	18,625					21.0		%
State and local income taxes, net of federal benefit*			1,680						1.5						1,487						1.5						1,121						1.3
Nontaxable or nondeductible items
Tax-exempt interest income, net of disallowance			(2,034)						(1.8)						(1,741)						(1.8)						(1,648)						(1.9)
Increase in value of bank owned life insurance assets			(1,224)						(1.1)						(810)						(0.8)						(669)						(0.8)
Other			518						0.5						391						0.4						349						0.4
Other adjustments			(151)						(0.2)						29						—						(193)						(0.2)
Effective tax rate			$	22,593					19.9		%				$	19,369					20.3		%				$	17,585					19.8		%
*State taxes in New Jersey made up the majority (greater than 50 percent) of the tax effect in this category.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA enacts significant changes to U.S. federal income tax law, including both individual and business tax provisions. The OBBBA introduced new and enhanced business tax credits, modified the deduction for qualified business income, and made permanent the increased Section 179 expensing limits. The OBBBA also terminated or phased out a number of energy-related credits and deductions, and increased the reporting threshold for certain information returns. Most of the corporate tax provisions are effective for tax years beginning after December 31, 2025, unless otherwise specified. The Corporation has evaluated the impact of the OBBBA as of December 31, 2025, and determined that the new law did not have a material impact on the Corporation's income taxes for the year ended December 31, 2025. The Corporation will continue to monitor for further guidance and assess the impact of these changes on its financial statements in subsequent periods.

Retained earnings included $6.0 million at December 31, 2025, 2024 and 2023, which was originally generated by Fox Chase Bank (acquired in 2016), for which no provision for federal income tax has been made. This amount represents deductions for bad debt reserves for tax purposes, which were only allowed to savings institutions that met certain criteria prescribed by the Internal Revenue Code of 1986, as amended. The Small Business Job Protection Act of 1996 (the "Act") eliminated the special bad debt deduction granted solely to thrifts. Under the terms of the Small Business Job Protection Act, there would be no recapture of the pre-1988 (base year) reserves. However, these pre-1988 reserves would be subject to

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recapture under the rules of the Internal Revenue Code if the Corporation pays a cash dividend in excess of cumulative retained earnings or liquidates.

At December 31, 2025 and 2024, the Corporation had no material unrecognized tax benefits or accrued interest and penalties recorded. Interest and penalties are recorded in noninterest expense in the year they are assessed. For tax purposes, interest is treated as a deductible expense and penalties are treated as a non-deductible expense.

The Corporation and its subsidiaries are subject to U.S. federal income tax, as well as income tax of the Commonwealth of Pennsylvania and various other state and local jurisdictions. The Corporation and its subsidiaries are generally no longer subject to examination by federal, state and local taxing authorities for years prior to December 31, 2022.

Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred state taxes are combined with federal deferred taxes (net of the impact of deferred state tax on the deferred federal tax) and are shown in the table below by major category.

The Corporation has a state net operating loss carry-forward of $126.0 million which will begin to expire in 2026 if not utilized. A valuation allowance of $4.5 million and $4.0 million at December 31, 2025 and 2024, respectively, was attributable to deferred tax assets generated in certain state jurisdictions for which management believes it is more likely than not that such deferred tax assets will not be realized. Other than the valuation allowance on certain state deferred tax assets, management has determined that no additional valuation allowance is necessary for deferred tax assets because it is more likely than not that these assets will be realized through future reversals of existing temporary differences and through future taxable income. The Corporation will continue to review the criteria related to the recognition of deferred tax assets on a regular basis.

The assets and liabilities giving rise to the Corporation's deferred tax assets and liabilities are as follows:

			At December 31,
(Dollars in thousands)			2025						2024
Deferred tax assets:
Allowance for credit losses, loans and leases			$	19,661					$	19,447
Deferred compensation			1,601						1,693
Actuarial adjustments on retirement benefits*			892						1,715
State net operating losses			4,968						4,285
Net unrealized holding losses on securities available-for-sale and swaps*			5,883						9,984
Lease liability			6,361						7,029
Other deferred tax assets			2,902						2,775
Gross deferred tax assets			42,268						46,928
Valuation allowance			(4,496)						(3,959)
Total deferred tax assets, net of valuation allowance			37,772						42,969
Deferred tax liabilities:
Mortgage servicing rights			1,206						1,350
Retirement plans			4,907						4,768
Deferred loan fees and costs			1,521						1,549
Acquisition-related fair value adjustments			493						554
Intangible assets			5,313						4,843
Depreciation			1,200						1,123
Right of use asset			5,751						6,369
Other deferred tax liabilities			1,518						1,118
Total deferred tax liabilities			21,909						21,674
Net deferred tax assets			$	15,863					$	21,295

*Represents the amount of deferred taxes recorded in accumulated other comprehensive income.

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Note 13. Retirement Plans and Other Postretirement Benefits

Information with respect to the Retirement Plans and Other Postretirement Benefits follows:

			Retirement Plans												Other Postretirement Benefits
(Dollars in thousands)			2025						2024						2025						2024
Change in benefit obligation:
Benefit obligation at beginning of year			$	44,770					$	48,777					$	1,986					$	2,209
Service cost			548						565						43						56
Interest cost			2,415						2,383						107						108
Actuarial gain (loss)			799						(2,225)						72						(301)
Benefits paid			(2,854)						(4,730)						(108)						(86)
Benefit obligation at end of year			$	45,678					$	44,770					$	2,100					$	1,986
Change in plan assets:
Fair value of plan assets at beginning of year			$	56,777					$	54,348					$	—					$	—
Actual return on plan assets			8,287						7,002						—						—
Benefits paid			(2,854)						(4,730)						(108)						(86)
Employer contribution and non-qualified benefit payments			157						157						108						86
Fair value of plan assets at end of year			$	62,367					$	56,777					$	—					$	—
Funded status			16,689						12,007						(2,100)						(1,986)
Unrecognized net actuarial loss (gain)			5,108						9,265						(827)						(1,015)
Net amount recognized			$	21,797					$	21,272					$	(2,927)					$	(3,001)

The net actuarial loss (gain) for December 31, 2025 and 2024 was the result of changes in the discount rate, interest crediting rate, cash balance conversion rate and driven by a higher than assumed mortality rate.

Components of net periodic benefit (income) cost were as follows: 

			Retirement Plans																		Other Postretirement Benefits
(Dollars in thousands)			2025						2024						2023						2025						2024						2023
Service cost			$	548					$	565					$	532					$	43					$	56					$	76
Interest cost			2,415						2,383						2,365						107						108						129
Expected loss on plan assets			(3,580)						(3,478)						(3,056)						—						—						—
Amortization of net actuarial loss (gain)			250						700						1,001						(101)						(113)						(16)
Net periodic benefit (income) cost			$	(367)					$	170					$	842					$	49					$	51					$	189

The components of net periodic benefit cost, other than the service cost component, are included in other noninterest expense in the consolidated statement of income.

(Dollars in thousands)			Retirement Plans						Other Postretirement Benefits
Expected amortization expense for 2026:
Amortization (accretion) of net actuarial loss (gain)			$	69					$	(89)

During 2026, the Corporation expects to contribute approximately $155 thousand to the Retirement Plans and approximately $120 thousand to Other Postretirement Benefit Plans.

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The following benefits payments, which reflect expected future service, as appropriate, are expected to be paid:

(Dollars in thousands)						Retirement Plans						Other Postretirement Benefits
For the fiscal year ending:
2026						$	3,254					$	120
2027						3,284						123
2028						3,306						130
2029						3,341						133
2030						3,352						129
Years 2031-2035						16,580						699
Total						$	33,117					$	1,334

Weighted-average assumptions used to determine benefit obligations at December 31, 2025 and 2024 were as follows:

			Retirement Plans												Other Postretirement Benefits
			2025						2024						2025						2024
Assumed discount rate			5.4		%				5.6		%				5.4		%				5.6		%
Assumed salary increase rate			3%-6%						3%-6%						—						—

The benefit obligation for all plans at December 31, 2025 was based on the Pri-2012 White Collar Dataset Mortality Table with scale MP-2021 fully generational published by the Society of Actuaries. The discount rate is based on matching the Plan's projected cash flows to the spot rates in FTSE Pension Above Median Double-A Curve as of the disclosure date. The assumed salary increase considers available service years from the valuation date through the participant's normal retirement date.

Weighted-average assumptions used to determine net periodic costs for the years ended December 31, 2025 and 2024 were as follows:

			Retirement Plans												Other Postretirement Benefits
			2025						2024						2025						2024
Assumed discount rate			5.4		%				5.0		%				5.4		%				5.0		%
Assumed long-term rate of investment return			6.5		%				6.5		%				—						—
Assumed salary increase rate			3%-6%						3%-6%						—						—
Assumed cash balance interest crediting rate			5.2		%				5.6		%				—						—

The net periodic costs for the years ended December 31, 2025 and 2024 was based on the Pri-2012 White Collar Mortality Table with scale MP-2021 fully generational published by the Society of Actuaries. The discount rate was based on matching the Plan's projected cash flows to the spot rates in FTSE Pension Above Median Double-A Curve as of the disclosure date. Historical investment returns was the basis used to determine the overall expected long-term rate of return on assets. The assumed salary increase rate considers available service years from the valuation date through the participant's normal retirement date.

The Corporation's pension plan asset allocation at December 31, 2025 and 2024, by asset category was as follows:

			Percentage of Plan Assets at December 31,
			2025						2024
Asset Category:
Equity securities			63		%				60		%
Debt securities			35						38
Other			2						2
Total			100		%				100		%

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Plan assets include marketable equity securities, corporate and government debt securities, and certificates of deposit. The investment strategy is to keep a 60% equity to 40% fixed income mix to achieve the overall expected long-term rate of return of 6.5%. Equity securities do not include any common stock of the Corporation.

The major categories of assets in the Corporation's pension plan at year-end are presented in the following table. Assets are segregated by the level of the valuation inputs within the fair value hierarchy described in Note 19, "Fair Value Disclosures."

			Fair Value Measurements at December 31,
(Dollars in thousands)			2025						2024
Level 1:
Mutual funds			$	39,802					$	35,030
Short-term investments			1,669						1,042
U.S. treasury bonds			1,226						1,641
Level 2:
U.S. government obligations			8,931						7,427
Corporate bonds			9,886						9,855
Certificates of deposit			853						1,782
Total fair value of plan assets			$	62,367					$	56,777

The Corporation sponsors a 401(k) deferred salary savings plan, which is a qualified defined contribution plan, which covers all employees of the Corporation and its subsidiaries, and provides that the Corporation makes matching contributions as defined by the plan. Expense recorded by the Corporation for the 401(k) deferred salary savings plan was $2.3 million for the year ended December 31, 2025 and $2.2 million for the years ended December 31, 2024 and 2023.    

The Corporation sponsors a Supplemental Non-Qualified Pension Plan ("SNQPP"), which was established in 1981 prior to the existence of the 401(k) deferred salary savings plan, employee stock purchase plan and long-term incentive plans and therefore is not offered to new participants. All current participants are now retired. The Corporation recorded expense of $2 thousand and $46 thousand for the SNQPP for the years ended December 31, 2025 and 2024, respectively, and income of $15 thousand for the year ended December 31, 2023.

Note 14. Stock-Based Incentive Plan

On April 26, 2023, the 2023 Equity Incentive Plan (the "Plan") was approved by shareholders. This Plan replaced the Amended and Restated Univest 2013 Long-Term Incentive Plan (the "2013 Plan"), which expired in April 2023. No new grants are permitted under the 2013 Plan. However, certain options and restricted stock units granted under the 2013 Plan remain outstanding.

Under the Plan, the Corporation may grant up to 1,200,000 options and restricted stock awards and units to employees and non-employee directors, subject to adjustment, as described in the Plan. The Plan provides for the issuance of options to purchase common shares at prices not less than 100 percent of the fair market value on the date of option grant and have a contractual term of ten years. There were 743,651 shares available for future grants at December 31, 2025 under the Plan. At December 31, 2025, there were 74,268 options to purchase common stock and 521,838 nonvested restricted stock units outstanding under the Plan and the 2013 Plan.

The following is a summary of the Corporation's stock option activity and related information for the year ended December 31, 2025:

(Dollars in thousands, except per share data)			Shares Under Option						Weighted Average Exercise Price Per Share						Weighted Average Remaining Contractual Life (Years)						Aggregate Intrinsic Value at December 31, 2025
Outstanding at December 31, 2024			127,782						$	27.72
Exercised			(53,514)						27.06
Outstanding at December 31, 2025			74,268						28.20						1.8						$	338
Exercisable at December 31, 2025			74,268						28.20						1.8						338

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The Corporation did not grant any stock options during the years ended December 31, 2025, 2024 or 2023.

The following is a summary of nonvested restricted stock units at December 31, 2025 including changes during the year:

(Dollars in thousands, except per share data)			Nonvested Stock Units						Weighted Average Grant Date Fair Value
Nonvested stock units at December 31, 2024			501,679						$	22.67
Granted			196,666						28.44
Added by performance factors			2,761						28.21
Vested			(167,198)						25.26
Cancelled/forfeited			(12,070)						23.03
Nonvested stock units at December 31, 2025			521,838						24.03

Certain information regarding restricted stock units is summarized below for the periods indicated:

			For the Years Ended December 31,
(Dollars in thousands, except per share data)			2025						2024						2023
Restricted stock units granted			196,666						277,134						217,929
Weighted average grant date fair value			$	28.44					$	19.81					$	24.88
Intrinsic value of units granted			$	5,592					$	5,490					$	5,423
Restricted stock units vested			167,198						152,875						181,508
Weighted average grant date fair value			$	25.26					$	27.56					$	22.21
Intrinsic value of units vested			$	4,758					$	3,031					$	4,512

The total unrecognized compensation expense and the weighted average period over which unrecognized compensation expense is expected to be recognized related to nonvested restricted stock units at December 31, 2025 is presented below:

(Dollars in thousands)			Unrecognized Compensation Cost						Weighted-Average Period Remaining (Years)
Restricted stock units			$	6,122					1.8

The following table presents information related to the Corporation's compensation expense related to its stock incentive plans recognized for the periods indicated:

			For the Years Ended December 31,
(Dollars in thousands)			2025						2024						2023
Stock-based compensation expense:
Restricted stock units			$	4,690					$	4,615					$	4,194
Employee stock purchase plan			90						91						104
Total			$	4,780					$	4,706					$	4,298
Tax benefit on nonqualified stock option expense and disqualifying dispositions of incentive stock options			$	753					$	1,041					$	702

There were no significant modifications or accelerations to options, restricted stock awards or restricted stock units from 2023 through 2025.

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Note 15. Accumulated Other Comprehensive (Loss) Income

The following table shows the components of accumulated other comprehensive (loss) income, net of taxes, for the periods presented:

(Dollars in thousands)			Net Unrealized (Losses) Gains on Available-for-Sale Investment Securities						Net Change Related to Derivatives Used for Cash Flow Hedges						Net Change Related to Defined Benefit Pension Plans						Accumulated Other Comprehensive (Loss) Income
Balance, December 31, 2022			$	(40,066)					$	(6,831)					$	(15,207)					$	(62,104)
Other comprehensive income			5,745						2,265						3,448						11,458
Balance, December 31, 2023			(34,321)						(4,566)						(11,759)						(50,646)
Other comprehensive (loss) income			(796)						1,397						5,306						5,907
Reclassification adjustment recorded in earnings (1)			—						747						—						747
Balance, December 31, 2024			(35,117)						(2,422)						(6,453)						(43,992)
Other comprehensive income			13,618						—						3,099						16,717
Reclassification adjustment recorded in earnings (1)			—						1,808						—						1,808
Balance, December 31, 2025			$	(21,499)					$	(614)					$	(3,354)					$	(25,467)

(1) Represents reclassification to earnings as a reduction to interest income of amounts included in accumulated other comprehensive income on the consolidated balance sheet related to the interest rate swap terminated on August 2, 2024.

Note 16. Leases

The following table provides information with respect to the Corporation's operating leases:

			For the Years Ended December 31,
(Dollars in thousands)			2025						2024
Operating lease cost			$	4,124					$	4,179
Short-term lease cost			18						17
Total lease cost			$	4,142					$	4,196
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from leases			$	4,342					$	4,262
			At December 31, 2025						At December 31, 2024
Weighted-average remaining lease term in years			10.5						10.8
Weighted-average discount rate			3.96		%				3.97		%

At December 31, 2025, maturities of lease liabilities are as follows:

Year			(Dollars in thousands)			Amount
2026						$	4,394
2027						4,181
2028						3,809
2029						3,465
2030						3,184
Thereafter						16,157
Total lease payments						35,190
Less: imputed interest						(6,659)
Present value of lease liabilities						$	28,531

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Note 17. Commitments and Contingencies

Lending Operations

Commitments to extend credit, performance letters of credit, standby letters of credit, and other letters of credit are financial instruments issued by the Corporation to accommodate the financial needs of our customers. The Corporation uses the same credit policies in issuing these financial instruments as it does for on-balance sheet financial instruments, including obtaining collateral when management's credit assessment of the customer deems it necessary. These financial instruments generally have fixed expiration dates and historically most of these financial instruments expire without being drawn upon. The Corporation maintains a reserve for off-balance sheet credit exposures that are currently unfunded.

Commitments to extend credit are agreements to lend to a customer if there is no violation of any condition established in the contract. The Corporation's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments.

Performance letters of credit and standby letters of credit commit the Bank to make payments on behalf of customers when certain specified future events occur. The Corporation's exposure to credit loss is essentially the same as the risk involved in extending loans to customers. At December 31, 2025, the maximum potential amount of future payments under letters of credit was $92.0 million. The carrying amount of the contingent obligation at December 31, 2025 was $428 thousand.

The following schedule summarizes the Corporation's off-balance sheet financial instruments at December 31, 2025:

(Dollars in thousands)			Contract/Notional Amount
Financial instruments representing credit risk:
Commitments to extend credit			$	1,811,879
Performance letters of credit			65,657
Financial standby letters of credit			26,338

The Bank maintains a reserve in other liabilities for estimated losses associated with sold mortgages that may be repurchased. At December 31, 2025, the reserve for sold mortgages was $372 thousand.

Legal Proceedings

The Corporation is periodically subject to various pending and threatened legal actions, which involve claims for monetary relief. Based upon information presently available to the Corporation, it is the Corporation's opinion that any legal and financial responsibility arising from such claims will not have a material adverse effect on the Corporation's results of operations, financial position or cash flows.

Note 18. Derivative Instruments and Hedging Activities

Interest Rate Swaps

The Corporation periodically uses interest rate swap agreements to modify interest rate characteristics from variable to fixed or fixed to variable in order to reduce the impact of interest rate changes on future net interest income. The Corporation's credit exposure on interest rate swaps includes changes in fair value and any collateral that is held by a third party.

In May 2022, the Corporation entered into an interest rate swap classified as a cash flow hedge with a notional amount of $250.0 million to hedge the interest payments received on a pool of variable rate loans. Under the terms of the swap agreement, the Corporation paid a variable rate equal to the Prime Rate and received a fixed rate of 5.99% with a maturity date of May 4, 2026. On August 2, 2024, the Corporation terminated the swap. In connection with the termination, the Corporation incurred an unwind fee of $4.0 million, of which $3.2 million has been reclassified to earnings as a reduction to interest income since termination. Additionally, unamortized origination and third-party fees totaled $49 thousand at December 31, 2025. The $827 thousand will be amortized into interest income over the remaining four months of the original swap.

Credit Derivatives

The Corporation has agreements with third-party financial institutions whereby the third-party financial institution enters

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into interest rate derivative contracts with loan customers referred to them by the Corporation. By the terms of the agreements, the third-party financial institution has recourse to the Corporation for any exposure created under each swap contract in the event the customer defaults on the swap agreement and the agreement is in a paying position to the third-party financial institution. These transactions represent credit derivatives and are a customary arrangement that allows the Corporation to provide access to interest rate swap transactions for customers without issuing the swap.

At December 31, 2025, the Corporation had exposure to 138 variable-rate to fixed-rate interest rate swap transactions between the third-party financial institution and customers with a current notional amount of $873.6 million and remaining maturities ranging from one month to ten years. At December 31, 2025, the fair value of the Corporation's interest rate swap credit derivatives was a liability of $140 thousand. At December 31, 2025, the fair value of the swaps to the customers was a net gain of $25.1 million. At December 31, 2025, the Corporation's credit exposure related to the customer totaled $4.5 million.

The maximum potential payments by the Corporation to the third-party financial institution under these credit derivatives are not estimable as they are contingent on future interest rates and the agreements do not provide for a limitation of the maximum potential payment amount.

Mortgage Banking Derivatives

Derivative loan commitments represent agreements for delayed delivery of financial instruments in which the buyer agrees to purchase, and the seller agrees to deliver, at a specified future date, a specified instrument at a specified price or yield. The Corporation's derivative loan commitments are commitments to sell loans secured by 1- to 4-family residential properties whose predominant risk characteristic is interest rate risk.

Derivatives Tables

The Corporation had no derivatives designated as hedging instruments recorded on the consolidated balance sheets at December 31, 2025 or 2024.

The following table presents the notional amounts and fair values of derivatives not designated as hedging instruments recorded on the consolidated balance sheets at December 31, 2025 and 2024:

									Derivative Assets												Derivative Liabilities
(Dollars in thousands)			Notional Amount						Balance Sheet Classification						Fair Value						Balance Sheet Classification						Fair Value
At December 31, 2025
Credit derivatives			$	873,568											$	—					Other liabilities						$	140
Interest rate locks with customers			16,954						Other assets						331												—
Forward loan sale commitments			32,242												—						Other liabilities						82
Total			$	922,764											$	331											$	222
At December 31, 2024
Credit derivatives			$	860,423											$	—					Other liabilities						$	67
Interest rate locks with customers			23,291						Other assets						214												—
Forward loan sale commitments			39,944						Other assets						12												—
Total			$	923,658											$	226											$	67

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The following table presents amounts included in the consolidated statements of income for derivatives designated as hedging instruments for the periods indicated:

			Statement of Income Classification			For the Years Ended December 31,
(Dollars in thousands)						2025						2024						2023
Interest rate swaps—cash flow hedge—net interest payments			Interest expense			$	—					$	3,747					$	5,593
Reclassification adjustment included in earnings (1)			Interest income			(2,289)						(946)						—
Total net loss						$	(2,289)					$	2,801					$	5,593

(1) Represents reclassification to earnings as a reduction to interest income of amounts included in accumulated other comprehensive income on the consolidated balance sheet related to the interest rate swap terminated on August 2, 2024.

The following table presents amounts included in the consolidated statements of income for derivatives not designated as hedging instruments for the periods indicated:

			Statement of Income Classification						For the Years Ended December 31,
(Dollars in thousands)									2025						2024						2023
Credit derivatives			Other noninterest income						$	1,182					$	562					$	1,167
Interest rate locks with customers			Net gain (loss) on mortgage banking activities						117						(503)						597
Forward loan sale commitments			Net (loss) gain on mortgage banking activities						(94)						439						(456)
Total net gain									$	1,205					$	498					$	1,308

The following table presents amounts included in accumulated other comprehensive (loss) income for derivatives designated as hedging instruments at December 31, 2025 and 2024:

			Accumulated Other Comprehensive Income						At December 31,
(Dollars in thousands)									2025						2024
Interest rate swap—cash flow hedge (1)			Fair value, net of taxes						$	(614)					$	(2,422)
Total									$	(614)					$	(2,422)

(1) The interest rate swap was terminated on August 2, 2024. This after-tax amount will be reclassified to earnings as a reduction to interest income over the remaining four months of the original swap.

Note 19. Fair Value Disclosures

Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Corporation determines the fair value of financial instruments based on the fair value hierarchy. The Corporation maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Corporation. Unobservable inputs are inputs that reflect the Corporation's assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances, including assumptions about risk. Three levels of inputs are used to measure fair value. A financial instrument's level within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement. Transfers between levels are recognized at the end of the reporting periods.

Level 1: Valuations are based on quoted prices in active markets for identical assets or liabilities that the Corporation can access at the measurement date. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2: Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3: Valuations are based on inputs that are unobservable and significant to the overall fair value measurement. Assets and liabilities utilizing Level 3 inputs include: financial instruments whose value is determined using pricing models, discounted cash-flow methodologies, or similar techniques, as well as instruments for which the fair value calculation requires significant management judgment or estimation.

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy.

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Investment Securities

Where quoted prices are available in an active market for identical instruments, investment securities are classified within Level 1 of the valuation hierarchy. Level 1 investment securities include U.S. Treasury securities, most equity securities and money market mutual funds. Mutual funds are registered investment companies which are valued at net asset value of shares on a market exchange at the end of each trading day. Level 2 of the valuation hierarchy includes securities issued by U.S. Government sponsored enterprises, mortgage-backed securities, collateralized mortgage obligations, corporate and municipal bonds and certain equity securities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. In cases where there is limited activity or less transparency around inputs to the valuation, investment securities are classified within Level 3 of the valuation hierarchy.

Fair values for securities are determined using independent pricing services and market-participating brokers. The Corporation's independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flow and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the pricing service's evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. If at any time, the pricing service determines that it does not have sufficient verifiable information to value a particular security, the Corporation will utilize valuations from another pricing service. Management has a sufficient understanding of the third-party service's valuation models, assumptions and inputs used in determining the fair value of securities to enable management to maintain an appropriate system of internal control.

On a quarterly basis, the Corporation reviews changes, as submitted by the pricing service, in the market value of its security portfolio. Individual changes in valuations are reviewed for consistency with general interest rate movements and any known credit concerns for specific securities. If, upon the Corporation's review or in comparing with another service, a material difference between pricing evaluations were to exist, the Corporation may submit an inquiry to the current pricing service regarding the data used to determine the valuation of a particular security. If the Corporation determines there is market information that would support a different valuation than from the current pricing service's evaluation, the Corporation may utilize and change the security's valuation. There were no material differences in valuations noted at December 31, 2025.

Loans Held for Sale

The fair value of our mortgage loans held for sale is based on estimates using Level 2 inputs. These inputs are based on pricing information obtained from wholesale mortgage banks and brokers and applied to loans with similar interest rates and maturities.

Derivative Financial Instruments

The fair values of derivative financial instruments are based upon the estimated amount the Corporation would receive or pay to terminate the contracts or agreements, taking into account current interest rates and, when appropriate, the current creditworthiness of the counterparties. Interest rate swaps and mortgage banking derivative financial instruments are classified within Level 2 of the valuation hierarchy. Credit derivatives are valued based on credit worthiness of the underlying borrower which is a significant unobservable input and therefore classified in Level 3 of the valuation hierarchy.

Contingent Consideration Liability

The Corporation estimates the fair value of the contingent consideration liability by using a discounted cash flow model of future contingent payments based on projected revenue related to the acquired business. The estimated fair value of the contingent consideration liability is reviewed on a quarterly basis and any valuation adjustments resulting from a change of estimated future contingent payments based on projected revenue of the acquired business affecting the contingent consideration liability will be recorded through noninterest expense. Due to the significant unobservable input related to the projected revenue, the contingent consideration liability is classified within Level 3 of the valuation hierarchy. An increase in the projected revenue may result in a higher fair value of the contingent consideration liability. Alternatively, a decrease in the projected revenue may result in a lower estimated fair value of the contingent consideration liability.

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The following table presents the assets and liabilities measured at fair value on a recurring basis at December 31, 2025 and 2024, classified using the fair value hierarchy:

			At December 31, 2025
(Dollars in thousands)			Level 1						Level 2						Level 3						Assets/ Liabilities at Fair Value
Assets:
Available-for-sale securities:
Residential mortgage-backed securities			$	—					$	289,580					$	—					$	289,580
Collateralized mortgage obligations			—						1,368						—						1,368
Corporate bonds			—						75,303						5,000						80,303
Total available-for-sale securities			—						366,251						5,000						371,251
Equity securities:
Money market mutual funds			2,014						—						—						2,014
Total equity securities			2,014						—						—						2,014
Loans held for sale			—						15,288						—						15,288
Interest rate locks with customers*			—						331						—						331
Total assets			$	2,014					$	381,870					$	5,000					$	388,884
Liabilities:
Credit derivatives*			$	—					$	—					$	140					$	140
Forward loan sale commitments*			—						82						—						82
Total liabilities			$	—					$	82					$	140					$	222

*Such financial instruments are recorded at fair value as further described in Note 18, "Derivative Instruments and Hedging Activities."

The $140 thousand of credit derivatives liability represents the Credit Valuation Adjustment ("CVA"), which is obtained from real-time financial market data, of 138 interest rate swaps with a current notional amount of $873.6 million. The December 31, 2025, CVA is calculated using a 40% loss given default rate on the most recent investment grade credit curve.

			At December 31, 2024
(Dollars in thousands)			Level 1						Level 2						Level 3						Assets/ Liabilities at Fair Value
Assets:
Available-for-sale securities:
State and political subdivisions			$	—					$	1,295					$	—					$	1,295
Residential mortgage-backed securities			—						283,381						—						283,381
Collateralized mortgage obligations			—						1,685						—						1,685
Corporate bonds			—						71,000						—						71,000
Total available-for-sale securities			—						357,361						—						357,361
Equity securities:
Money market mutual funds			2,506						—						—						2,506
Total equity securities			2,506						—						—						2,506
Loans held for sale			—						16,653						—						16,653
Interest rate locks with customers*			—						214						—						214
Forward loan sale commitments*			—						12						—						12
Total assets			$	2,506					$	374,240					$	—					$	376,746
Liabilities:
Contingent consideration liability			$	—					$	—					$	635					$	635
Credit derivatives*			—						—						67						67
Total liabilities			$	—					$	—					$	702					$	702

*Such financial instruments are recorded at fair value as further described in Note 18, "Derivative Instruments and Hedging Activities."

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The $67 thousand of credit derivatives liability represents the CVA, which is obtained from real-time financial market data, of 135 interest rate swaps with a current notional amount of $860.4 million. The December 31, 2024 CVA is calculated using a 40% loss given default rate on the most recent investment grade credit curve.

The contingent consideration liability resulting from the Sheaffer acquisition was calculated using a discount rate of 8.3% on the acquisition date. During the years ended December 31, 2025 and 2024, the Corporation paid $635 thousand in contingent consideration related to this acquisition. There was no contingent consideration liability at December 31, 2025 and the contingent consideration liability was $635 thousand at December 31, 2024.

The following table includes a rollforward of credit derivatives for which the Corporation utilized Level 3 inputs to determine fair value on a recurring basis for the years ended December 31, 2025 and 2024.

			For the Year Ended December 31, 2025
(Dollars in thousands)			Balance at December 31, 2024						Additions																								Increase in value																		Balance at December 31, 2025
Credit derivatives			$	(67)					$	(1,255)																							$	1,182																	$	(140)
Net total			$	(67)					$	(1,255)																							$	1,182																	$	(140)

			For the Year Ended December 31, 2024
(Dollars in thousands)			Balance at December 31, 2023						Additions																								Increase in value																		Balance at December 31, 2024
Credit derivatives			$	(186)					$	(443)																							$	562																	$	(67)
Net total			$	(186)					$	(443)																							$	562																	$	(67)

The following table presents the change in the balance of the contingent consideration liability related to acquisitions for which the Corporation utilized Level 3 inputs to determine fair value on a recurring basis for the years ended December 31, 2025 and 2024:

			For the Year Ended December 31, 2025
(Dollars in thousands)			Balance at December 31, 2024												Payment of Contingent Consideration						Adjustment of Contingent Consideration						Balance at December 31, 2025
Paul I. Sheaffer Insurance Agency			$	635											$	635					$	—					$	—
Total contingent consideration liability			$	635											$	635					$	—					$	—

			For the Year Ended December 31, 2024
(Dollars in thousands)			Balance at December 31, 2023												Payment of Contingent Consideration						Adjustment of Contingent Consideration						Balance at December 31, 2024
Paul I. Sheaffer Insurance Agency			$	1,224											$	635					$	46					$	635
Total contingent consideration liability			$	1,224											$	635					$	46					$	635

The Corporation may be required to periodically measure certain assets and liabilities at fair value on a non-recurring basis in accordance with U.S. GAAP. These adjustments to fair value usually result from the application of lower of cost or market accounting or changes in the value of individual assets. The following table represents assets measured at fair value on a non-recurring basis at December 31, 2025 and 2024:

			At December 31, 2025
(Dollars in thousands)			Level 1						Level 2						Level 3						Assets at Fair Value
Individually analyzed loans held for investment			$	—					$	—					$	10,194					$	10,194
Other real estate owned			—						—						23,926						23,926
Repossessed assets			—						—						65						65
Total			$	—					$	—					$	34,185					$	34,185

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			At December 31, 2024
(Dollars in thousands)			Level 1						Level 2						Level 3						Assets at Fair Value
Individually analyzed loans held for investment			$	—					$	—					$	10,111					$	10,111
Other real estate owned			—						—						20,141						20,141
Repossessed assets			—						—						76						76
Total			$	—					$	—					$	30,328					$	30,328

The following table presents assets and liabilities not measured at fair value on a recurring or non-recurring basis in the Corporation's consolidated balance sheet but for which the fair value is required to be disclosed at December 31, 2025 and 2024. The disclosed fair values are classified using the fair value hierarchy.

			At December 31, 2025
(Dollars in thousands)			Level 1						Level 2						Level 3						Fair Value						Carrying Amount
Assets:
Cash and short-term interest-earning assets			$	553,712					$	—					$	—					$	553,712					$	553,712
Held-to-maturity securities			—						109,724						—						109,724						123,024
Federal Home Loan Bank, Federal Reserve Bank and other stock			N/A						N/A						N/A						N/A						37,808
Net loans and leases held for investment			—						—						6,824,797						6,824,797						6,816,445
Servicing rights			—						—						10,267						10,267						6,478
Total assets			$	553,712					$	109,724					$	6,835,064					$	7,498,500					$	7,537,467
Liabilities:
Deposits:
Demand and savings deposits, non-maturity			$	5,673,028					$	—					$	—					$	5,673,028					$	5,673,028
Time deposits			—						1,417,969						—						1,417,969						1,414,285
Total deposits			5,673,028						1,417,969						—						7,090,997						7,087,313
Short-term borrowings			24,411						—						—						24,411						24,411
Long-term debt			—						211,230						—						211,230						200,000
Subordinated notes			—						102,000						—						102,000						98,867
Total liabilities			$	5,697,439					$	1,731,199					$	—					$	7,428,638					$	7,410,591

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			At December 31, 2024
(Dollars in thousands)			Level 1						Level 2						Level 3						Fair Value						Carrying Amount
Assets:
Cash and short-term interest-earning assets			$	328,844					$	—					$	—					$	328,844					$	328,844
Held-to-maturity securities			—						115,007						—						115,007						134,111
Federal Home Loan Bank, Federal Reserve Bank and other stock			N/A						N/A						N/A						N/A						38,980
Net loans and leases held for investment			—						—						6,586,054						6,586,054						6,729,381
Servicing rights			—						—						12,710						12,710						6,990
Total assets			$	328,844					$	115,007					$	6,598,764					$	7,042,615					$	7,238,306
Liabilities:
Deposits:
Demand and savings deposits, non-maturity			$	5,305,553					$	—					$	—					$	5,305,553					$	5,305,553
Time deposits			—						1,458,774						—						1,458,774						1,453,706
Total deposits			5,305,553						1,458,774						—						6,764,327						6,759,259
Short-term borrowings			11,181						—						—						11,181						11,181
Long-term debt			—						225,475						—						225,475						225,000
Subordinated notes			—						147,500						—						147,500						149,261
Total liabilities			$	5,316,734					$	1,831,749					$	—					$	7,148,483					$	7,144,701

The following valuation methods and assumptions were used by the Corporation in estimating the fair value for financial instruments measured at fair value on a non-recurring basis and financial instruments not measured at fair value on a recurring or non-recurring basis in the Corporation's consolidated balance sheets but for which the fair value is required to be disclosed:

Cash and short-term interest-earning assets: The carrying amounts reported in the balance sheet for cash and due from banks, interest-earning deposits with other banks and other short-term investments is their stated value. Cash and short-term interest-earning assets are classified within Level 1 in the fair value hierarchy.

Held-to-maturity securities: Fair values for the held-to-maturity investment securities are estimated by using pricing models or quoted prices of securities with similar characteristics and are classified in Level 2 in the fair value hierarchy.

Federal Home Loan Bank, Federal Reserve Bank and other stock: It is not practical to determine the fair values of Federal Home Loan Bank, Federal Reserve Bank and other stock, due to restrictions placed on their transferability.

Loans held for sale: Loans held for sale are carried at the lower of cost or estimated fair value. The fair value of the Corporation's mortgage loans held for sale are generally determined using a pricing model based on current market information obtained from external sources, including interest rates, bids or indications provided by market participants on specific loans that are actively marketed for sale. These loans are primarily residential mortgage loans and are generally classified in Level 2 due to the observable pricing data.

Loans and leases held for investment: The fair values for loans and leases held for investment are estimated using discounted cash flow analyses, using a discount rate based on current interest rates at which similar loans with similar terms would be made to borrowers, adjusted as appropriate to consider credit, liquidity and marketability factors to arrive at a fair value that represents the Corporation's exit price at which these instruments would be sold or transferred. Loans and leases are classified within Level 3 in the fair value hierarchy since credit risk is not an observable input.

Individually analyzed loans and leases held for investment: For individually analyzed loans and leases, the Corporation uses a variety of techniques to measure fair value, such as using the current appraised value of the collateral, agreements of sale, discounting the contractual cash flows, and analyzing market data that the Corporation may adjust due to specific characteristics of the loan/lease or collateral. At December 31, 2025, individually analyzed loans held for investment had a carrying amount of $13.0 million with a valuation allowance of $2.8 million. At December 31, 2024, individually analyzed loans held for investment had a carrying amount of $12.1 million with a valuation allowance of $1.9 million. At December 31, 2025, the Corporation had individually analyzed leases of $260 thousand with a valuation allowance of $260 thousand. At December 31, 2024, the Corporation had no individually analyzed leases.

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Servicing rights: The Corporation estimates the fair value of servicing rights using discounted cash flow models that calculate the present value of estimated future net servicing income. The model uses readily available prepayment speed assumptions for the interest rates of the portfolios serviced. Servicing rights are classified within Level 3 in the fair value hierarchy based upon management's assessment of the inputs. The Corporation reviews the servicing rights portfolio on a quarterly basis for impairment and the servicing rights are carried at the lower of amortized cost or estimated fair value. At December 31, 2025, servicing rights had a net carrying amount of $6.8 million, which included a valuation allowance of $307 thousand. At December 31, 2024, servicing rights had a net carrying amount of $7.0 million, which included a valuation allowance of $7 thousand.

Goodwill and other identifiable assets: Certain non-financial assets subject to measurement at fair value on a non-recurring basis include goodwill and other identifiable intangible assets. In accordance with ASC Topic 350, goodwill is tested at least annually for impairment at the reporting unit level. The Corporation performed its annual test of goodwill for impairment during the fourth quarter of 2025 and concluded there was no impairment of goodwill. There was no impairment of goodwill recorded in 2023 or 2024. The Corporation also completed an impairment test for other intangible assets during the fourth quarter of 2025 and concluded there was no impairment of other intangible assets. There was no impairment of other identifiable intangible assets recorded in 2023 or 2024.

Other real estate owned: Other real estate owned ("OREO") represents properties that the Corporation has acquired through foreclosure by either accepting a deed in lieu of foreclosure, or by taking possession of assets that collateralized a loan. The Corporation reports OREO at the lower of cost or fair value less cost to sell, adjusted periodically based on a current appraisal or an executed agreement of sale. Capital improvement expenses associated with the construction or repair of the property are capitalized as part of the cost of the OREO asset. Write-downs and any gain or loss upon the sale of OREO is recorded in other noninterest income. OREO is reported in other assets on the consolidated balance sheet. At December 31, 2025 and 2024, OREO had a carrying amount of $23.9 million and $20.1 million, respectively. During the year ended December 31, 2025, two nonaccrual residential real estate properties with a carrying value of $3.9 million were transferred to OREO. Additionally, during the year ended December 31, 2025, two residential real estate properties with a total carrying value of $226 thousand were sold. Other real estate owned is classified within Level 3 in the fair value hierarchy based on appraisals, letters of intent or agreement of sale received from third parties.

Repossessed Assets: Repossessed assets represents non-real estate assets that the Corporation has acquired by taking possession of the asset that collateralized a loan or lease. The Corporation reports repossessed assets at the fair value less cost to sell, adjusted periodically based on a current appraisal provided by a third party based on their assumptions and quoted market prices for similar assets, when available. Write-downs and any gain or loss upon the sale of repossessed assets is recorded in other noninterest income. Repossessed assets are reported in other assets on the consolidated balance sheet. At December 31, 2025 and 2024, repossessed assets had a carrying amount of $65 thousand and $76 thousand, respectively. During the year ended December 31, 2025, repossessed assets totaling $143 thousand were acquired and repossessed assets totaling $105 thousand were sold. Additionally, write-downs on repossessed assets totaled $44 thousand during the year. Repossessed assets are classified within Level 3 in the fair value hierarchy based on appraisals, letters of intent, agreement of sale or indications of value received from third parties.

Deposit liabilities: The fair values for demand and savings accounts, with no stated maturities, is the amount payable on demand at the reporting date (carrying value) and are classified within Level 1 in the fair value hierarchy. The fair values for time deposits with fixed maturities are estimated by discounting the final maturity using interest rates currently offered for deposits with similar remaining maturities. Time deposits are classified within Level 2 in the fair value hierarchy.

Short-term borrowings: The fair value of short-term borrowings are estimated using current market rates for similar borrowings and are classified within Level 2 in the fair value hierarchy.

Long-term debt: The fair value of long-term debt is estimated by using discounted cash flow analysis, based on current market rates for debt with similar terms and remaining maturities. Long-term debt is classified within Level 2 in the fair value hierarchy.

Subordinated notes: The fair value of the subordinated notes are estimated by discounting the principal balance using indicative pricing for the term to the call date as the Corporation has the option to call the subordinated notes. The subordinated notes are classified within Level 2 in the fair value hierarchy.

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Note 20. Share Repurchase Plan

The Corporation may repurchase shares of its common stock from time to time through open market purchases, tender offers, privately negotiated purchases or other means based on general market conditions, the trading price of the Corporation's common stock, tax considerations, alternative uses of capital and the Corporation's results of operations. On October 23, 2024, the Corporation's Board of Directors approved the repurchase of 1,000,000 shares, or approximately 3.4% of the Corporation's common stock outstanding as of September 30, 2024. On December 10, 2025, the Corporation's Board of Directors approved the repurchase of 2,000,000 additional shares, or approximately 7.1% of the Corporation's common stock outstanding as of November 30, 2025. The share repurchase programs do not obligate the Corporation to acquire any particular amount of common stock. The programs have no scheduled expiration date, and the Board of Directors has the right to suspend or discontinue the programs at any time. During the years ended December 31, 2025, 2024 and 2023, the Corporation repurchased 1,129,217, 802,535 and 26,485 shares, respectively, of common stock at a cost of $34.7 million, $18.9 million and $462 thousand, respectively, under the Corporation's share repurchase program. At December 31, 2025, there were 2,270,937 shares available to be repurchased under the programs.

Note 21. Regulatory Matters

The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation's and the Bank's financial statements. Capital adequacy guidelines, and additionally for the Bank, the prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weighting and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum capital amounts and ratios are set forth in the following table. To comply with the regulatory definition of well capitalized, a depository institution must maintain minimum capital amounts and ratios as set forth in the following table.

Under current rules, in order to avoid limitations on capital distributions (including dividend payments and certain discretionary bonus payments to executive officers), a banking organization must hold a capital conservation buffer comprised of common equity Tier 1 capital above its minimum risk-based capital requirements in an amount greater than 2.50% of total risk-weighted assets. The Corporation's and Bank's intent is to maintain capital levels in excess of the capital conservation buffer, which requires Tier 1 Capital to Risk Weighted Assets to exceed 8.50% and Total Capital to Risk Weighted Assets to exceed 10.50%. The Corporation and the Bank were in compliance with these requirements for 2025.

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The Corporation's and Bank's actual and required capital ratios as of December 31, 2025 and December 31, 2024 under regulatory capital rules were as follows.

			Actual												For Capital Adequacy Purposes												To Be Well-Capitalized Under Prompt Corrective Action Provisions
(Dollars in thousands)			Amount						Ratio						Amount						Ratio						Amount						Ratio
At December 31, 2025
Total Capital (to Risk-Weighted Assets):
Corporation			$	985,345					13.86		%				$	568,568					8.00		%				$	710,709					10.00		%
Bank			846,416						11.97						565,684						8.00						707,106						10.00
Tier 1 Capital (to Risk-Weighted Assets):
Corporation			797,595						11.22						426,426						6.00						568,568						8.00
Bank			757,978						10.72						424,263						6.00						565,684						8.00
Tier 1 Common Capital (to Risk-Weighted Assets):
Corporation			797,595						11.22						319,819						4.50						461,961						6.50
Bank			757,978						10.72						318,197						4.50						459,619						6.50
Tier 1 Capital (to Average Assets):
Corporation			797,595						9.51						335,451						4.00						419,314						5.00
Bank			757,978						9.07						334,260						4.00						417,825						5.00
At December 31, 2024
Total Capital (to Risk-Weighted Assets):
Corporation			$	999,073					14.19		%				$	563,074					8.00		%				$	703,842					10.00		%
Bank			843,245						12.03						560,778						8.00						700,972						10.00
Tier 1 Capital (to Risk-Weighted Assets):
Corporation			763,947						10.85						422,305						6.00						563,074						8.00
Bank			757,380						10.80						420,583						6.00						560,778						8.00
Tier 1 Common Capital (to Risk-Weighted Assets):
Corporation			763,947						10.85						316,729						4.50						457,497						6.50
Bank			757,380						10.80						315,438						4.50						455,632						6.50
Tier 1 Capital (to Average Assets):
Corporation			763,947						9.51						321,439						4.00						401,799						5.00
Bank			757,380						9.45						320,674						4.00						400,843						5.00

At December 31, 2025 and December 31, 2024, the Corporation and the Bank continued to meet all capital adequacy requirements to which they are subject. At December 31, 2025, the Bank was categorized as "well capitalized" under the regulatory framework for prompt corrective action. There are no conditions or events since that management believes have changed the Bank's category.

Dividends and Other Restrictions

The primary sources of the Corporation's dividends paid to its shareholders is from cash held at the Corporation and the earnings of the Bank paid to the Corporation in the form of dividends.

The approval of the Federal Reserve Board of Governors is required for a state bank member in the Federal Reserve system to pay dividends if the total of all dividends declared in any calendar year exceeds the Bank's net profits (as defined) for that year combined with its retained net profits for the preceding two calendar years. Under this formula, the Bank can declare dividends in 2026 without approval of the Federal Reserve Board of Governors of approximately $74.6 million plus an additional amount equal to the Bank's net profits for 2026 up to the date of any such dividend declaration.

Federal Reserve Board policy applicable to the holding company also provides that, as a general matter, a bank holding company should inform the Federal Reserve and should eliminate, defer or significantly reduce the holding company's dividends if the holding company's net income for the preceding four quarters, net of dividends paid during the period, is not sufficient to fully fund the dividends, the holding company's prospective rate of earnings retention is inconsistent with its

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capital needs and overall current and prospective financial condition, or the holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. Federal Reserve Board policy also provides that a bank holding company should inform the Federal Reserve reasonably in advance of declaring or paying a dividend that exceeds earnings for the period or that could result in a material adverse change to the organization's capital structure.

The Federal Reserve Act requires that the extension of credit by the Bank to certain affiliates, including the Corporation (parent), be secured by readily marketable securities, that the extension of credit to any one affiliate be limited to 10% of the Bank's capital and surplus (as defined), and that extensions of credit to all such affiliates be limited to 20% of the Bank's capital and surplus.

Note 22. Related Party Transactions

In the ordinary course of business, the Corporation has made loans and commitments to extend credit to certain directors and executive officers of the Corporation and companies in which directors have an interest ("Related Parties"). These loans and commitments have been made on substantially the same terms, including interest rates and collateral requirements, as those prevailing at the same time for comparable transactions with customers not related to the lender and did not involve more than the normal risk of collectability or present other unfavorable terms.

The following table provides a summary of activity for loans to Related Parties during the year ended December 31, 2025:

(Dollars in thousands)
Balance at January 1, 2025			$	35
Amounts collected and other reductions			(35)
Balance at December 31, 2025			$	—

The following table provides additional information regarding transactions with Related Parties:

(Dollars in thousands)			At December 31, 2025
Commitments to extend credit			$	1,630
Deposits received			573

Note 23. Segment Reporting

At December 31, 2025, the Corporation had three reportable business segments, Banking, Wealth Management and Insurance, which were determined by the Chief Executive Officer ("CEO"), who is the designated Chief Operating Decision Maker ("CODM") of the Corporation. The CEO determines the segments based primarily upon product and service offerings, through the types of income generated and the regulatory environment. The CEO is responsible for allocating resources and assessing the performance of the Corporation based on each reportable business segment, and regularly receives information from the reportable segment managers. These segments represent how the Corporation strategically operates and has positioned itself in the marketplace. The parent holding company and intercompany eliminations are included in the "Other" segment. The accounting policies of the reportable segments are the same as those described in Note 1. Summary of Significant Accounting Policies.

Each segment generates revenue from a variety of products and services it provides. Examples of products and services provided for each reportable segment are indicated as follows:

●			The Banking segment provides financial services to individuals, businesses, municipalities and non-profit organizations. These services include a full range of banking services such as deposit taking, loan origination and servicing, mortgage banking, other general banking services and equipment lease financing.
●			The Wealth Management segment offers investment advisory, financial planning and trust and brokerage services. The Wealth Management segment serves a diverse client base of private families and individuals, municipal pension plans, retirement plans, trusts and guardianships.
●			The Insurance segment includes a full-service insurance brokerage agency offering commercial property and casualty insurance, employee benefit solutions, personal insurance lines and human resources consulting.

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Each reportable segment manager receives a monthly management report containing current-month and year-to-date actual and budgeted income statement data, which reflects the segment's interest income, interest expense, provision for credit losses, noninterest income, noninterest expense, and income before taxes. Income before taxes is the most important measurement used by the segment managers, Chief Operating Officer, Chief Financial Officer and CEO to assess performance of the segments and the Corporation as a whole.

The monthly management reports and results are regularly reviewed by the segment managers and the CEO. In addition, the CEO regularly meets with the segment managers to discuss operating results, forecasts and business issues. The CEO uses total revenue and noninterest expense for each segment predominantly in the annual budget and forecasting process. The CEO considers budget-to-actual variances on a quarterly basis for both measures when making decisions about the allocation of operating and capital resources to each segment. Accordingly, significant operating decisions are based upon analysis of each of these segments.

Information About Significant Segment Expenses

The significant segment expenses are regularly provided to the CEO and included in the reported measure of the segment's profit and loss. The Corporation considered relevant qualitative and quantitative factors when determining whether these segment expense categories and amounts were significant.

The following tables provide reportable segment-specific information, as well as the Other Segment, and reconciliations to consolidated financial information for the years ended December 31, 2025, 2024 and 2023.

(Dollars in thousands)			Banking						Wealth Management						Insurance						Other						Consolidated
For the Year Ended December 31, 2025
Interest income			$	430,306					$	62					$	—					$	118					$	430,486
Interest expense			180,818						—						—						9,473						190,291
Net interest income (expense)			249,488						62						—						(9,355)						240,195
Noninterest income			33,317						31,920						22,484						140						87,861
Total revenue			282,805						31,982						22,484						(9,215)						328,056
Provision for credit losses			11,667						—						—						—						11,667
Less: (1)
Salaries, benefits and commissions			74,773						17,665						14,493						20,092						127,023
Net occupancy			8,925						497						630						1,097						11,149
Equipment			3,703						42						94						454						4,293
Data processing			10,132						1,499						576						5,218						17,425
Professional fees			2,458						1,061						42						3,656						7,217
Marketing and advertising			882						152						52						567						1,653
Deposit insurance premiums			4,526						—						—						—						4,526
Intangible expense			143						—						326						—						469
Other segment items (2)			23,546						2,237						284						3,217						29,284
Intersegment expense (revenue) (3)			26,495						548						443						(27,486)						—
Income (expense) before income taxes			$	115,555					$	8,281					$	5,544					$	(16,030)					$	113,350
Income tax expense (benefit)			23,311						1,674						1,129						(3,521)						22,593
Net income (loss)			$	92,244					$	6,607					$	4,415					$	(12,509)					$	90,757
Net capital expenditures			$	3,133					$	18					$	44					$	979					$	4,174

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(Dollars in thousands)			Banking						Wealth Management						Insurance						Other						Consolidated
For the Year Ended December 31, 2024
Interest income			$	412,264					$	73					$	—					$	18					$	412,355
Interest expense			192,060						—						—						9,125						201,185
Net interest income (expense)			220,204						73						—						(9,107)						211,170
Noninterest income			35,480						29,909						22,471						195						88,055
Total revenue			255,684						29,982						22,471						(8,912)						299,225
Provision for credit losses			5,933						—						—						—						5,933
Less: (1)
Salaries, benefits and commissions			74,561						17,912						13,578						17,694						123,745
Net occupancy			9,446						316						614						649						11,025
Equipment			4,039						40						96						278						4,453
Data processing			12,866						1,417						544						2,129						16,956
Professional fees			3,278						616						57						2,451						6,402
Marketing and advertising			834						158						53						1,128						2,173
Deposit insurance premiums			4,432						—						—						—						4,432
Intangible expenses			267						—						427						—						694
Other segment items (2)			20,922						2,594						661						3,935						28,112
Intersegment expense (revenue) (3)			22,984						846						711						(24,541)						—
Income (expense) before income taxes			$	96,122					$	6,083					$	5,730					$	(12,635)					$	95,300
Income tax expense (benefit)			19,467						1,372						1,264						(2,734)						19,369
Net income (loss)			$	76,655					$	4,711					$	4,466					$	(9,901)					$	75,931
Net capital expenditures			$	449					$	14					$	75					$	199					$	737

(Dollars in thousands)			Banking						Wealth Management						Insurance						Other						Consolidated
For the Year Ended December 31, 2023
Interest income			$	371,625					$	67					$	—					$	38					$	371,730
Interest expense			142,608						—						—						9,125						151,733
Net interest income (expense)			229,017						67						—						(9,087)						219,997
Noninterest income			28,414						26,804						21,501						105						76,824
Total revenue			257,431						26,871						21,501						(8,982)						296,821
Provision for credit losses			10,770						—						—						—						10,770
Less: (1)
Salaries, benefits and commissions			74,933						15,790						13,283						16,182						120,188
Net occupancy			9,219						278						599						590						10,686
Equipment			3,769						44						88						231						4,132
Data processing			12,914						1,361						527						1,997						16,799
Professional fees			3,584						903						22						2,632						7,141
Marketing and advertising			1,251						166						70						693						2,180
Deposit insurance premiums			4,825						—						—						—						4,825
Intangible expenses			390						—						548						—						938
Restructuring charges			1,519						—						—						—						1,519
Other segment items (2)			20,067						2,828						757						5,302						28,954
Intersegment expense (revenue) (3)			23,912						459						486						(24,857)						—
Income (expense) before income taxes			$	90,278					$	5,042					$	5,121					$	(11,752)					$	88,689
Income tax expense (benefit)			18,440						768						1,128						(2,751)						17,585
Net income (loss)			$	71,838					$	4,274					$	3,993					$	(9,001)					$	71,104
Net capital expenditures			$	4,193					$	19					$	156					$	479					$	4,847

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(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(2) Other segment items for each reportable segment includes:

Banking - loan and lease financing related fees, deposit and card service fees, and certain overhead expenses.

Wealth Management - referral fees, clearing broker fees, and certain overhead expenses.

Insurance - certain overhead expenses.

Other - Board of Director fees, retirement costs, and certain overhead expenses.

(3) Includes an allocation of general and administrative expenses from both the parent holding company and the Bank.

The following tables show significant components of segment net assets as of December 31, 2025 and 2024.

			At December 31, 2025
(Dollars in thousands)			Banking						Wealth Management						Insurance						Other						Consolidated
Other segment disclosures:
Cash and cash equivalents			$	462,888					$	55,155					$	35,669					$	—					$	553,712
Loans and leases, including loans held for sale, net of allowance for credit losses			6,841,927						—						—						—						6,841,927
Goodwill			138,476						15,434						21,600						—						175,510
Other segment assets			828,550						2,520						2,438						32,240						865,748
Total segment assets			$	8,271,841					$	73,109					$	59,707					$	32,240					$	8,436,897

			At December 31, 2024
(Dollars in thousands)			Banking						Wealth Management						Insurance						Other						Consolidated
Other segment disclosures:
Cash and cash equivalents			$	247,023					$	50,149					$	31,672					$	—					$	328,844
Loans and leases, including loans held for sale, net of allowance for credit losses			6,756,145						—						—						—						6,756,145
Goodwill			138,476						15,434						21,600						—						175,510
Other segment assets			839,359						3,485						2,828						22,246						867,918
Total segment assets			$	7,981,003					$	69,068					$	56,100					$	22,246					$	8,128,417

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Note 24. Revenue from Contracts with Customers

The following tables disaggregate the Corporation's revenue by major source and reportable segment for the years ended December 31, 2025, 2024 and 2023.

(Dollars in thousands)			Banking						Wealth Management						Insurance						Other						Consolidated
For the Year Ended December 31, 2025
Net interest income (1)			$	249,488					$	62					$	—					$	(9,355)					$	240,195
Noninterest income:
Trust fee income			—						8,853						—						—						8,853
Service charges on deposit accounts			8,991						—						—						—						8,991
Investment advisory commission and fee income			—						22,799						—						—						22,799
Insurance commission and fee income			—						—						22,443						—						22,443
Other service fee income (2)			10,635						262						41						—						10,938
Bank owned life insurance income (1)			5,723						—						—						126						5,849
Net gain on mortgage banking activities (1)			3,362						—						—						—						3,362
Other income (2)			4,606						6						—						14						4,626
Total noninterest income			$	33,317					$	31,920					$	22,484					$	140					$	87,861

(Dollars in thousands)			Banking						Wealth Management						Insurance						Other						Consolidated
For the Year Ended December 31, 2024
Net interest income (1)			$	220,204					$	73					$	—					$	(9,107)					$	211,170
Noninterest income:
Trust fee income			—						8,491						—						—						8,491
Service charges on deposit accounts			8,082						—						—						—						8,082
Investment advisory commission and fee income			—						21,208						—						—						21,208
Insurance commission and fee income			—						—						22,349						—						22,349
Other service fee income (2)			14,415						210						122						—						14,747
Bank owned life insurance income (1)			3,739						—						—						122						3,861
Net gain on sales of investment securities (1)			18						—						—						—						18
Net gain on mortgage banking activities (1)			5,265						—						—						—						5,265
Other income (2)			3,961						—						—						73						4,034
Total noninterest income			$	35,480					$	29,909					$	22,471					$	195					$	88,055

(Dollars in thousands)			Banking						Wealth Management						Insurance						Other						Consolidated
For the Year Ended December 31, 2023
Net interest income (1)			$	229,017					$	67					$	—					$	(9,087)					$	219,997
Noninterest income:
Trust fee income			—						7,732						—						—						7,732
Service charges on deposit accounts			7,048						—						—						—						7,048
Investment advisory commission and fee income			—						18,864						—						—						18,864
Insurance commission and fee income			—						—						21,043						—						21,043
Other service fee income (2)			11,715						208						458						—						12,381
Bank owned life insurance income (1)			3,067						—						—						118						3,185
Net gain on mortgage banking activities (1)			3,689						—						—						—						3,689
Other income (2)			2,895						—						—						(13)						2,882
Total noninterest income			$	28,414					$	26,804					$	21,501					$	105					$	76,824

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(1)Net interest income as well as many other revenues for financial assets and liabilities including loans, leases, securities, and derivatives are excluded from the scope of FASB ASC 606 "Revenue from Contracts with Customers" ("FASB ASC 606"). Noninterest income streams that are out of scope of FASB ASC 606 include bank owned life insurance income, sales of investment securities and mortgage banking activities.

(2)Other service fee income and other income include certain items that are in scope and certain items that are out of scope of FASB ASC 606 as described further in the following paragraphs.

Banking Segment

Service charges on deposit accounts are generally earned on depository accounts for commercial and consumer customers and primarily includes fees for account services, overdraft and non-sufficient funds services, and cash management services for commercial customers. Account services include fees for event-driven services such as ATM transactions and fees for periodic account maintenance activities. Cash management services for commercial customers include fees for event-driven services such as lockbox processing and line sweep services and fees for periodic account maintenance activities. The Corporation's obligation for event-driven services is satisfied at the time of the event when the service is delivered, while the obligation for periodic services is satisfied over the course of each month. Obligations for overdraft services are satisfied at the time of the overdraft.

Other service fee income is earned from commercial and consumer customers and primarily includes credit and debit card interchange and merchant revenues, mortgage servicing income, which is out of scope of FASB ASC 606, and other deposit related service fee income such as wire transfers, check services and safe deposit boxes. Interchange and merchant revenues are recognized concurrently with the delivery of services on a monthly basis. Other deposit related service fee income include fees for event-driven services, such as wire transfers and check services, and fees for periodic services such as safe deposit box services. The obligation for event-driven services is satisfied at the time of the event when the service is delivered, while the obligation for periodic services is satisfied over the course of each month.

Other income primarily includes net gains or losses from the sales of loans and leases, net gains or losses from the sales or disposition of fixed assets and net gains or losses on interest rate swaps, all of which are out of scope of FASB ASC 606, and net gains or losses on sales and write-downs of other real estate owned. Net gains or losses on sales of other real estate owned are recognized at the point in time in which control of the other real estate owned is transferred.

Wealth Management Segment

Trust fee income is earned for providing trust, investment management and other related services. Obligations for trust and other related services are generally satisfied over time but may be satisfied at points in time for certain activities that are transactional in nature and obligations for investment management services are generally performed over time. Fees for trust fee income are typically based on a tiered scale relative to the market value of assets under management and are recognized in conjunction with the delivery of services.

Investment advisory commission and fee income include fees for financial planning, guardian and custodian of employee benefits, investment advisory, and brokerage services. Obligations for financial planning, guardian and custodian of employee benefits, and investment advisory services are generally satisfied over time and fees, typically based on a tiered scale relative to the market value of assets under management, are recognized in conjunction with the delivery of services. Brokerage services are typically event driven and are based on the size and number of transactions executed at the client's direction and recognized on the trade date.

Insurance Segment

Insurance commission and fee income is derived primarily from commissions from the sale of insurance policies, which are generally calculated as a percentage of the policy premium, and contingent income, which is calculated based on the performance of the policies held by each carrier. Obligations for the sale of insurance policies are generally satisfied at the point in time which the policy is executed and are recognized at the point in time in which the amounts are known and collection is reasonably assured. Obligations for contingent income are generally satisfied over time and are recognized at the point in time in which the amounts are known and collection is reasonably assured.

Other service fee income is earned from payroll and human resources consulting services. These obligations are generally satisfied over time and are recognized on a periodic basis.

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Note 25. Condensed Financial Information - Parent Company Only

Condensed financial statements of the Corporation, parent company only, follow:

(Dollars in thousands)			At December 31,
Balance Sheets			2025						2024
Assets:
Cash			$	112,643					$	132,643
Cash and cash equivalents			112,643						132,643
Investments in subsidiaries, at equity in net assets:
Bank			907,055						887,188
Non-banks			5,090						—
Other assets			27,089						22,247
Total assets			$	1,051,877					$	1,042,078
Liabilities:
Subordinated notes			$	98,867					$	149,261
Other liabilities			9,692						5,516
Total liabilities			108,559						154,777
Shareholders' equity:			943,318						887,301
Total liabilities and shareholders' equity			$	1,051,877					$	1,042,078

(Dollars in thousands)			For the Years Ended December 31,
Statements of Income			2025						2024						2023
Dividends from Bank			$	98,826					$	56,283					$	18,386
Dividends from non-bank			—						—						—
Other income			28,137						24,754						25,000
Total operating income			126,963						81,037						43,386
Interest expense			9,473						9,125						9,125
Operating expenses			34,810						28,266						27,627
Income before income tax benefit and equity in undistributed income of subsidiaries			82,680						43,646						6,634
Income tax benefit			(3,546)						(2,733)						(2,751)
Income before equity in undistributed income of subsidiaries			86,226						46,379						9,385
Equity in undistributed income of subsidiaries:
Bank			4,441						29,552						61,719
Non-banks			90						—						—
Net income			$	90,757					$	75,931					$	71,104

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(Dollars in thousands)			For the Years Ended December 31,
Statements of Cash Flows			2025						2024						2023
Cash flows from operating activities:
Net income			$	90,757					$	75,931					$	71,104
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed net income of subsidiaries			(4,531)						(29,552)						(61,719)
Bank owned life insurance income			(127)						(122)						(118)
Depreciation of premises and equipment			477						355						342
Stock based compensation			4,690						4,615						4,194
Contributions to pension and other postretirement benefit plans			(257)						(243)						(250)
Increase in other assets			(5,115)						(6,198)						(4,526)
Increase in other liabilities			8,617						8,999						2,975
Net cash provided by operating activities			94,511						53,785						12,002
Cash flow from investing activities:
Investments in subsidiaries			(5,000)						—						—
Proceeds from sales of securities			—						409						—
Other, net			(903)						(199)						(478)
Net cash (used in) provided by investing activities			(5,903)						210						(478)
Cash flows from financing activities:
Proceeds from issuance of subordinated notes			49,198						—						—
Repayment of subordinated debt			(100,000)						—						—
Payment for shares withheld to cover taxes on vesting of restricted stock units			(1,611)						(873)						(1,232)
Purchases of treasury stock			(34,625)						(18,882)						(462)
Stock issued under dividend reinvestment and employee stock purchase plans			2,316						2,384						2,565
Proceeds from exercise of stock options			1,448						3,195						115
Cash dividends paid			(25,334)						(24,842)						(25,050)
Net cash used in by financing activities			(108,608)						(39,018)						(24,064)
Net (decrease) increase in cash and due from financial institutions			(20,000)						14,977						(12,540)
Cash and cash equivalents at beginning of year			132,643						117,666						130,206
Cash and cash equivalents at end of period			$	112,643					$	132,643					$	117,666

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.     Controls and Procedures

Disclosure Controls and Procedures

Management is responsible for the disclosure controls and procedures of the Corporation. Disclosure controls and procedures are controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods required by the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be so disclosed by an issuer is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Corporation's management, including the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer), of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures. Based on that evaluation, the Corporation's Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2025.

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Management's Report on Internal Control over Financial Reporting

The management of Univest Financial Corporation (the "Corporation") is responsible for establishing and maintaining adequate internal control over financial reporting. The Corporation's internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Corporation's internal control over financial reporting as of December 31, 2025, using the criteria set forth in Internal Control - Integrated Framework, published by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in 2013. Based on this assessment, management concluded that, as of December 31, 2025, the Corporation's internal control over financial reporting is effective based on those criteria.

KPMG LLP, an independent registered public accounting firm, audited the Corporation's consolidated financial statements as of and for the year ended December 31, 2025 and the effectiveness of the Corporation's internal control over financial reporting as of December 31, 2025, as stated in their reports, which are included herein.

Changes in Internal Control Over Financial Reporting

There were no changes in the Corporation's internal control over financial reporting (as defined in Rule 13a-15(f)) during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Univest Financial Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Univest Financial Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Philadelphia, Pennsylvania

February 23, 2026

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Item 9B.     Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended December 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of the Corporation's securities that was intended to satisfy the affirmation defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."

Item 9C.     Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10.     Directors, Executive Officers and Corporate Governance

Information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5), of Regulation S-K is incorporated herein by reference from the Corporation's definitive proxy statement on Schedule 14A for the annual meeting of shareholders on April 24, 2025 (2026 Proxy), under the headings: "Election of Directors," "The Board, the Board's Committees and Their Functions," and "Audit Committee."

The Corporation maintains in effect a Code of Conduct for Directors and a Code of Conduct for all officers and employees, which includes the CEO and senior financial officers. The codes of conduct are available on the Corporation's website. The Corporation's website also includes the charters for its audit committee, compensation committee, and nominating and governance committee as well as its corporate governance principles. These documents are located on the Corporation's website at www.univest.net under "Investors Relations" in Governance Documents and are also available to any person without charge by sending a request to the Corporate Secretary at Univest Financial Corporation, P.O. Box 197, Souderton, PA 18964.

Item 11.     Executive Compensation

Information required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K is incorporated herein by reference from the Corporation's 2026 Proxy under the headings: "The Board, the Board's Committees and Their Functions," "2025 Executive Compensation," "Compensation Committee Report," and "Director Compensation."

Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by Item 403 of Regulation S-K is incorporated herein by reference from the Corporation's 2026 Proxy under the heading, "Security Ownership of Certain Beneficial Owners and Management."

Equity Compensation Plan Information

The Corporation maintains the 2023 Equity Incentive Plan under which the Corporation may grant options and share awards to employees and non-employee directors up to the initial authorized amount of 1,200,000 shares of common stock.

The following table sets forth information regarding outstanding options and shares under equity compensation plans at December 31, 2025:

			(a)						(b)						(c)
Plan Category			Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights						Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights						Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plan approved by security holders			74,268						$	28.20					743,651
Equity compensation plan not approved by security holders			—						—						—
Total			74,268						$	28.20					743,651

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Item 13.     Certain Relationships and Related Transactions, and Director Independence

Information required by Items 404 and 407(a) of Regulation S-K is incorporated herein by reference from the Corporation's 2026 Proxy under the headings, "The Board, the Board's Committees and Their Functions" and "Related Party Transactions."

Item 14.     Principal Accounting Fees and Services

Information required by Item 9(e) of Schedule 14A is incorporated herein by reference from the Corporation's 2026 Proxy under the headings: "Audit Committee" and "Independent Registered Public Accounting Firm Fees."

PART IV

Item 15.     Exhibits and Financial Statement Schedules

(a)			1. & 2. Financial Statements and Schedules
			The financial statements listed in the accompanying index to financial statements are filed as part of this annual report.
			3. Listing of Exhibits
			The exhibits listed on the accompanying index to exhibits are filed as part of this annual report.
(b)			Exhibits - The response to this portion of Item 15 is submitted as separate section.
(c)			Financial Statements Schedules - none.

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UNIVEST FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS SCHEDULES

[Item 15(a) 1. & 2.]

Annual Report of Shareholders

			Page
Report of Independent Registered Public Accounting Firm			53
Consolidated Balance Sheets at December 31, 2025 and 2024			55
Consolidated Statements of Income for each of the three years in the period ended December 31, 2025			56
Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2025			57
Consolidated Statements of Changes in Shareholders' Equity for each of the three years in the period ended December 31, 2025			58
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2025			59
Notes to Consolidated Financial Statements			61

Certain financial statement schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements and notes thereto.

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UNIVEST FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX OF EXHIBITS

[Item 15(a) 3. & 15(b)]

Description

(3.1)			Amended and Restated Articles of Incorporation are incorporated by reference to Exhibit 3.1 of Form 10-K, filed with the SEC on February 28, 2019.
(3.2)			Amended By-Laws are incorporated by reference to Exhibit 3.2 of Form 8-K, filed with the SEC on July 24, 2025.
(4.1)			Form of Common Stock Certificate of Univest Financial Corporation is incorporated by reference to Exhibit 4.1 of Form 10-K, filed with the SEC on February 26, 2021.
(4.2)			Description of Registrant's Securities are incorporated by reference to Exhibit 4.3 of Form 10-K, filed with the SEC on February 28, 2020.
(4.3)			Indenture, dated November 15, 2022 between Univest Financial Corporation and U.S. Bank Trust Company, National Association, as trustee, is incorporated by reference to Exhibit 4.1 of Form 8-K, as filed with the SEC on November 15, 2022.
(4.4)			First Supplemental Indenture, dated November 15, 2022, between Univest Financial Corporation and U.S. Bank Trust Company, National Association, as trustee, is incorporated by reference to Exhibit 4.2 of Form 8-K, as filed with the SEC on November 15, 2022.
(4.5)			Form of 7.25% Fixed-to-Floating Rate Subordinated Notes due 2032 is incorporated by reference to Exhibit 4.2 of Form 8-K, filed with the SEC on November 15, 2022.
(4.6)			Indenture, dated November 6, 2025 between Univest Financial Corporation and UMB Bank, N/A., as trustee, is incorporated by reference to Exhibit 4.1 of Form 8-K, as filed with the SEC on November 6, 2025.
(4.7)			Form of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2035 is incorporated by reference to Exhibit 4.2 of Form 8-K, filed with the SEC on November 6, 2025.
(10.1)*			Form of Change in Control Agreement, dated October 26, 2022, entered into between Univest Financial Corporation, Univest Bank and Trust Co. and each of Jeffrey M. Schweitzer, Michael S. Keim, Brian J. Richardson and Megan D. Santana, is incorporated by reference to Exhibit 10.1 of Form 8-K, filed with the SEC on October 27, 2022.
(10.2)*			Form of Change in Control Agreement, dated October 26, 2022, entered into between Univest Financial Corporation, Univest Bank and Trust Co. and Patrick C. McCormick is incorporated by reference to Exhibit 10.2 of Form 10-K, filed with the SEC on February 24, 2023.
(10.3)*			Univest Financial Corporation 2023 Equity Incentive Plan incorporated by reference to Appendix A to the proxy statement for the 2023 Annual Meeting of Shareholders filed with the SEC on March 17, 2023.
(10.4)*			Amended and Restated Univest 2013 Long-Term Incentive Plan is incorporated by reference to Exhibit 10.1 of Form 10-K filed with the SEC on February 28, 2019.
(10.5)*			2026 Executive Incentive Compensation Plan
(19)			Insider Trading Policy
(21)			Subsidiaries of the Registrant.
(23.1)			Consent of independent registered public accounting firm, KPMG LLP.
(31.1)			Certification of Jeffrey M. Schweitzer, Chairman, President and Chief Executive Officer of the Corporation, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)			Certification of Brian J. Richardson, Senior Executive Vice President and Chief Financial Officer of the Corporation, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)**			Certification of Jeffrey M. Schweitzer, Chairman, President and Chief Executive Officer of the Corporation, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)**			Certification of Brian J. Richardson, Senior Executive Vice President and Chief Financial Officer of the Corporation, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.
(97.1)			Univest Financial Corporation Incentive Compensation Clawback Policy incorporated by reference to Exhibit 97.1 of Form 10-K, filed with the SEC on February 26, 2024.
(101)			The following financial statements from the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
(104)			The cover page from the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL.

* Denotes a compensatory plan or agreement.** A certification furnished pursuant to this item will not be deemed "filed" for purposes of Section 18 of the Exchange Act (15 S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 16.     Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

UNIVEST FINANCIAL CORPORATION

Registrant

By: /s/ Brian J. Richardson

Brian J. Richardson

Senior Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

February 23, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature			Title			Date
/s/ JEFFREY M. SCHWEITZER Jeffrey M. Schweitzer			Chairman, President and Chief Executive Officer (Principal Executive Officer)			February 23, 2026
/s/ BRIAN J. RICHARDSON Brian J. Richardson			Chief Financial Officer (Principal Financial and Accounting Officer)			February 23, 2026
/s/ JOSEPH P. BEEBE Joseph P. Beebe			Director			February 23, 2026
/s/ TODD S. BENNING Todd S. Benning			Director			February 23, 2026
/s/ DOMENICK A. CAMA Domenick A. Cama			Director			February 23, 2026
/s/ MARTIN P. CONNOR Martin P. Connor			Director			February 23, 2026
/s/ SUZANNE KEENAN Suzanne Keenan			Director			February 23, 2026
/s/ NATALYE PAQUIN Natalye Paquin			Director			February 23, 2026
/s/ THOMAS M. PETRO Thomas M. Petro			Director			February 23, 2026
/s/ MICHAEL L. TURNER Michael L. Turner			Director			February 23, 2026
/s/ ANNE VAZQUEZ Anne Vazquez			Director			February 23, 2026
/s/ ROBERT C. WONDERLING Robert C. Wonderling			Director			February 23, 2026
/s/ CHARLES H. ZIMMERMAN III Charles H. Zimmerman III			Director			February 23, 2026

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FAQ

What is Univest Financial (UVSP)’s size and main business focus?

Univest Financial (UVSP) is a Pennsylvania bank holding company with $8.4 billion in assets, $6.8 billion in net loans and leases, and $7.1 billion in deposits. It operates Univest Bank and Trust Co. plus wealth management and insurance subsidiaries serving individuals, businesses and municipalities.

Which markets does Univest Financial (UVSP) primarily serve?

Univest Financial (UVSP) serves customers in 19 Pennsylvania counties, three New Jersey counties and five Maryland counties. Its strongest presence is in Montgomery, Bucks, Lancaster and Philadelphia counties, where 27 of 38 financial centers are located and it holds 4.0% combined deposit market share.

What key risks does Univest Financial (UVSP) highlight in its 2025 10-K?

Univest Financial (UVSP) cites interest rate and investment portfolio risk, commercial real estate and construction credit risk, liquidity and deposit funding pressures, cybersecurity and AI-related operational threats, regulatory and compliance burdens, and regional economic weakness as major factors that could materially affect earnings and capital.

How many employees does Univest Financial (UVSP) have and how are they allocated?

Univest Financial (UVSP) employed 960 people as of December 31, 2025, about 94% full-time. Roughly 68% work in banking, 8% in wealth management, 10% in insurance, and 14% in shared support roles, with programs emphasizing training, leadership development and psychological safety initiatives.

What community and philanthropic activities does Univest Financial (UVSP) report?

In 2025, Univest Financial (UVSP) employees volunteered 15,255 hours and supported 48 organized “Connecting with Community” events. Employees contributed over $64,000 to United Way, while the company donated $2.2 million to non-profit organizations and funded financial education programs reaching more than 3,200 students.

How does Univest Financial (UVSP) describe its regulatory and capital framework?

Univest Financial (UVSP) explains it is regulated as a bank holding company and state member bank under Basel III capital rules, CRA, BSA/USA PATRIOT Act and numerous consumer laws. It must meet risk-based and leverage capital ratios, maintain a capital conservation buffer and serve as a source of strength to its bank.

What human capital and inclusion initiatives does Univest Financial (UVSP) emphasize?

Univest Financial (UVSP) highlights extensive training, 33,000 annual training hours, tuition reimbursement, and leadership certifications. Its Univest United inclusivity program, Employee Resource Groups and psychological safety initiative aim to strengthen diversity, engagement and a supportive culture reported regularly to the board.