INDEPENDENT BANK CORP (INDB)

CIK: 0000776901. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-27.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=776901. Latest filing source: 0000776901-26-000058.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000776901.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000776901.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000776901-26-000104.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements, notes and tables included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “2025 Form 10-K”).

Cautionary Statement Regarding Forward-Looking Statements

    This Quarterly Report on Form 10-Q (this “Report”), in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management’s confidence and strategies and management’s expectations about new and existing programs and products, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by forward-looking terminology such as “should,” “could,” “will,” “may,” “expect,” “believe,” “forecast,” “view,” “opportunity,” “allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” “estimate,” “intend,” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties and our actual results may differ materially from such forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements, in addition to those risk factors listed under the “Risk Factors” section of the 2025 Form 10-K, include but are not limited to:

•adverse economic conditions in the regional and local economies within the New England region and the Company’s market area;

•events impacting the financial services industry, including high profile bank failures, and any resulting decreased confidence in banks among depositors, investors, and other counterparties, as well as competition for deposits and significant disruption, volatility and depressed valuations of equity and other securities of banks in the capital markets;

•the effects to the Company of an increasingly competitive labor market, including the possibility that the Company will have to devote significant resources to attract and retain qualified personnel;

•political and policy uncertainties, changes in U.S. and international trade policies, such as tariffs or other factors, and the potential impact of such factors on the Company and its customers, including the potential for decreases in deposits and loan demand, unanticipated loan delinquencies, loss of collateral and decreased service revenues;

•the instability or volatility in financial markets and unfavorable domestic or global general economic, political or business conditions, including international conflicts and hostilities, such as the ongoing conflict involving Israel, the U.S. and Iran;

•unanticipated loan delinquencies, loss of collateral, decreased service revenues, and other potential negative effects on the Company’s local economies or the Company’s business caused by adverse weather conditions and natural disasters, changes in climate, public health crises or other external events and any actions taken by governmental authorities in response to any such events;

•adverse changes or volatility in the local real estate market, including limitations on rent growth, increases in operating expenses, reductions in property cash flows, reductions in collateral values, and decreased investor demand, which may be exacerbated by legislative or regulatory actions such as rent control or tenant protection laws, including a pending ballot initiative which would establish rent control for all residential properties in Massachusetts, subject to limited exceptions;

•changes in interest rates and any resulting impact on interest earning assets and/or interest bearing liabilities, the level of voluntary prepayments on loans and the receipt of payments on mortgage-backed securities, decreased loan demand or increased difficulty in the ability of borrowers to repay variable rate loans;

•risks related to the Company’s acquisition activities, including disruption to current plans and operations; difficulties in customer and employee retention; fees, expenses and charges related to these transactions being significantly higher than anticipated; impairment of goodwill and/or other intangibles; and the Company’s inability to achieve expected revenues, cost savings, synergies, and other benefits at levels or within the timeframes originally anticipated;

•the effect of laws, regulations, new requirements or expectations, or additional regulatory oversight in the highly regulated financial services industry, and the resulting need to invest in technology to meet heightened regulatory expectations, increased costs of compliance or required adjustments to strategy;

•changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;

•higher than expected tax expense, including as a result of failure to comply with general tax laws and changes in tax laws;

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Table of Contents

•increased competition in the Company’s market areas, including competition that could impact deposit gathering, retention of deposits and the cost of deposits, increased competition due to the demand for innovative products and service offerings, and competition from non-depository institutions which may be subject to fewer regulatory constraints and lower cost structures;

•a deterioration in the conditions of the securities markets;

•a deterioration of the credit rating for U.S. long-term sovereign debt or uncertainties surrounding the federal budget;

•inability to adapt to changes in information technology, including changes to industry accepted delivery models driven by a migration to the internet as a means of service delivery, including any inability to effectively implement new technology-driven products, such as artificial intelligence (“AI”);

•electronic or other fraudulent activity within the financial services industry, especially in the commercial banking sector;

•adverse changes in consumer spending and savings habits;

•the effect of laws and regulations regarding the financial services industry, including the need to invest in technology to meet heightened regulatory expectations or the introduction of new requirements or expectations resulting in increased costs of compliance or required adjustments to strategy;

•changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) generally applicable to the Company’s business and the associated costs of such changes;

•the Company’s potential judgments, claims, damages, penalties, fines and reputational damage resulting from pending or future litigation and regulatory and government actions;

•changes in accounting policies, practices and standards, as may be adopted by the regulatory agencies as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters;

•operational risks related to the Company and its customers’ reliance on information technology; cyber threats, attacks, intrusions, and fraud; and outages or other issues impacting the Company or its third party service providers which could lead to interruptions or disruptions of the Company’s operating systems, including systems that are customer facing, and adversely impact the Company’s business;

•risks related to the development and use of AI by the Company, its third-party vendors, clients and counterparties; and

•any unexpected material adverse changes in the Company’s operations or earnings.

Except as required by law, the Company disclaims any intent or obligation to update publicly any such forward-looking statements, whether in response to new information, future events or otherwise. Any public statements or disclosures by the Company following this Report which modify or impact any of the forward-looking statements contained in this Report will be deemed to modify or supersede such statements in this Report.

All material intercompany balances and transactions have been eliminated in consolidation. Certain previously reported amounts have been reclassified to conform to the current year’s presentation, including a reclassification of the Company’s small business portfolio, with the majority of the portfolio reclassified into the commercial and industrial category, and the remainder of the portfolio, consisting of loans secured by non-owner occupied real estate, reclassified to the commercial real estate category.

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Table of Contents

Selected Quarterly Financial Data

The selected consolidated financial and other data of the Company set forth below does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by, the more detailed information, including the Consolidated Financial Statements and related notes, appearing elsewhere in this Report.

Three Months Ended

March 31

2026

December 31

2025

September 30

2025

June 30

2025

March 31

2025

(Dollars in thousands, except per share data)

Financial condition data

Securities

$

3,371,974 

$

3,309,575 

$

3,325,015 

$

2,695,280 

$

2,719,792 

Loans

18,425,478 

18,503,777 

18,452,443 

14,533,828 

14,491,969 

Allowance for credit losses

(190,560)

(189,877)

(190,476)

(144,773)

(144,092)

Goodwill and other intangible assets

1,217,297 

1,224,186 

1,225,106 

994,814 

996,013 

Total assets

24,783,580 

24,912,896 

24,993,239 

20,048,934 

19,888,209 

Total deposits

20,097,510 

20,126,790 

20,295,869 

15,893,740 

15,676,017 

Total borrowings

776,256 

825,847 

775,377 

759,428 

859,874 

Stockholders’ equity

3,542,041 

3,565,728 

3,546,887 

3,074,856 

3,033,392 

Non-performing loans

96,643 

83,557 

86,597 

56,217 

89,493 

Non-performing assets

98,743 

85,657 

88,697 

58,317 

89,493 

Income statement

Interest income

$

290,265 

$

297,535 

$

294,753 

$

218,192 

$

211,920 

Interest expense

77,806 

85,049 

91,409 

70,696 

66,415 

Net interest income

212,459 

212,486 

203,344 

147,496 

145,505 

Provision for credit losses

5,500 

4,750 

38,519 

7,200 

15,000 

Non-interest income

40,262 

41,445 

40,398 

34,308 

32,539 

Non-interest expenses

142,918 

154,370 

160,836 

108,798 

105,878 

Net income

79,919 

75,335 

34,262 

51,101 

44,424 

Per share data

Net income—basic

$

1.63 

$

1.52 

$

0.69 

$

1.20 

$

1.04 

Net income—diluted

1.63 

1.52 

0.69 

1.20 

1.04 

Cash dividends declared

0.64 

0.59 

0.59 

0.59 

0.59 

Book value per share

72.92 

72.41 

71.24 

72.13 

71.19 

Tangible book value per share (1)

47.86 

47.55 

46.63 

48.80 

47.81 

Performance ratios

Return on average assets

1.31 

%

1.20 

%

0.55 

%

1.04 

%

0.93 

%

Return on average common equity

9.02 

%

8.38 

%

3.82 

%

6.68 

%

5.94 

%

Net interest margin (on a fully tax equivalent basis)

3.90 

%

3.77 

%

3.62 

%

3.37 

%

3.42 

%

Dividend payout ratio

36.36 

%

39.01 

%

73.41 

%

49.20 

%

54.53 

%

Asset Quality Ratios

Non-performing loans as a percent of gross loans

0.52 

%

0.45 

%

0.47 

%

0.39 

%

0.62 

%

Non-performing assets as a percent of total assets

0.40 

%

0.34 

%

0.35 

%

0.29 

%

0.45 

%

Allowance for credit losses as a percent of total loans

1.03 

%

1.03 

%

1.03 

%

1.00 

%

0.99 

%

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Table of Contents

Allowance for credit losses as a percent of non-performing loans

197.18 

%

227.24 

%

219.96 

%

257.53 

%

161.01 

%

Capital ratios

Equity to assets

14.29 

%

14.31 

%

14.19 

%

15.34 

%

15.25 

%

Tangible equity to tangible assets

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company is a state chartered, federally registered bank holding company, incorporated in 1985. The Company is the sole stockholder of Rockland Trust, a Massachusetts trust company chartered in 1907. For a full list of corporate entities see Item 1 “Business — General.”

All material intercompany balances and transactions have been eliminated in consolidation. Certain previously reported amounts have been reclassified to conform to the current year’s presentation, including a reclassification of the Company’s small business portfolio, with the majority of the portfolio reclassified into the commercial and industrial category, and the remainder of the portfolio, consisting of loans secured by non-owner occupied real estate, reclassified to the commercial real estate category.

The following should be read in conjunction with the Consolidated Financial Statements and related notes.

Executive Level Overview

Management evaluates the Company’s operating results and financial condition using measures that include net income, earnings per share, return on assets and equity, return on tangible common equity, net interest margin, tangible book value per share, asset quality indicators, and many others. These metrics are used by management to make key decisions regarding the Company’s balance sheet, liquidity, interest rate sensitivity, and capital resources and assist with identifying opportunities for improving the Company’s financial position or operating results. The Company is focused on organic growth, but will also consider acquisition opportunities that are expected to provide a satisfactory financial return, including the recent acquisition of Enterprise, which closed on July 1, 2025. The transaction included the acquisition of $3.9 billion in loans and $4.4 billion in deposits, each at fair value, and resulted in the addition of twenty-seven branch locations in northern Massachusetts and southern New Hampshire.

33

2025 Results

Net income for the year ended December 31, 2025 was $205.1 million, or $4.44 on a diluted earnings per share basis, as compared to $192.1 million, or $4.52, on a diluted earnings per share basis for the year ended December 31, 2024, representing increases of 6.8% and a decrease of 1.8%, respectively. Financial results for 2025 and 2024 also reflected pre-tax merger-related costs of $39.6 million and a $34.5 million provision for credit losses on non-PCD loans attributable to the closing of the Enterprise acquisition. Excluding these merger-related expenses and provision for credit losses on non-PCD loans, and their related tax effects, full year 2025 operating net income was $260.4 million, or $5.64, on a diluted earnings per share basis compared to full year 2024 operating net income of $193.4 million, or $4.55, on a diluted earnings per share basis. See “Non-GAAP Measures” below for a reconciliation of non-GAAP measures.

Full year 2025 results reflected the following key drivers:

•Successful close of Enterprise acquisition on July 1, 2025

•Net interest margin increase of 29 basis points to 3.57% as compared to the full year 2024;

•Loan growth of 27.5% mainly due to the Enterprise acquisition, robust organic commercial and industrial loan growth;

•Deposit growth of 31.5%, mainly due to the Enterprise acquisition, organic growth in the demand deposit and money market categories;

•Total loan loss provision was $65.5 million for the year, inclusive of $34.5 million recognized for non-PCD loans acquired from Enterprise;

•Wealth assets under administration increased to $9.2 billion;

•Focused expense management;

•Tangible book value per share of $47.55, grew by $0.59 for the year; and

•Repurchase of approximately 936,000 shares for $62.4 million.

34

Interest-Earning Assets

The results depicted in the following table reflect the trend of the Company’s interest-earning assets over the past five years. The Company employs a longer term strategy that typically emphasizes loan growth commensurate with overall economic growth. For the year-ended 2025, the increase in interest-earning assets was driven primarily the Enterprise acquisition, which included the addition of $3.9 billion in loans and $590.3 million in available for sale securities. The following table summarizes the Company’s period end interest-earning assets for each year presented:

Management strives to be disciplined about loan pricing and considers interest rate sensitivity when generating loan assets. In addition, management takes a disciplined approach to credit underwriting, seeking to avoid undue credit risk and credit losses.

35

Funding and the Net Interest Margin

The Company’s overall sources of funding reflect strong business and retail deposit growth with a management emphasis on core deposit growth to fund loans. The increase in funding sources during 2025 were driven primarily by the addition of $4.4 billion in deposits acquired from Enterprise during the third quarter of 2025. The following chart shows the period end balances of the Company’s funding sources for each of the trailing five years:

36

The net interest margin of 3.57% increased 29 basis points when compared to the prior year, including an 8 basis point lift from acquired loan purchase accounting accretion. The remaining increase was driven by the acquisition of a slightly higher adjusted margin from Enterprise and continued benefit from long term asset repricing. The following table shows the net interest margin and cost of deposits trends for the trailing five year period:

Non-interest Income

Non-interest income is primarily comprised of deposit account fees, interchange and ATM fees, investment management fees and mortgage banking income. The increases in non-interest income during 2025 were driven primarily by the impact of the Enterprise acquisition. The following chart shows the components of non-interest income over the past five years:

Expense Control

Management seeks to take a balanced approach to non-interest expense control by monitoring ongoing operating expenses while making needed capital expenditures and prudently investing in growth initiatives. The Company’s primary expenses arise from Rockland Trust’s employee salaries and benefits, as well as expenses associated with buildings and equipment.

37

The following chart depicts the Company’s efficiency ratio on a GAAP basis (calculated by dividing non-interest expense by the sum of non-interest income and net interest income), as well as the Company’s efficiency ratio on a non-GAAP operating basis, (calculated by dividing non-interest expense, excluding certain non-core items, by the sum of non-interest income, excluding certain non-core items, and net interest income), over the past five years:

*See “Non-GAAP Measures” below for a reconciliation to GAAP financial measures.

Capital

The Company’s approach with respect to revenue and expense is designed to promote long-term earnings growth, which in turn contributes to capital growth. Capital is primarily impacted by earnings retention, dividends, changes in other comprehensive income, and opportunistic share repurchases. In addition, during 2025 capital results were impacted by the closing of the Enterprise acquisition. The following chart shows the Company’s book value and tangible book value per share over the past five years:

*See “Non-GAAP Measures” below for a reconciliation to GAAP financial measures.

38

Cash dividends declared by the Company increased from an aggregate of $2.28 per share in 2024 to $2.36 per share in 2025, representing an increase of 3.5%. Additionally, during 2025, the Company repurchased approximately 936,000 shares of its common stock for $62.4 million.

Non-GAAP Measures

When management assesses the Company’s financial performance for purposes of making day-to-day and strategic decisions, it does so based upon the performance of its core banking business, which is primarily derived from the combination of net interest income and non-interest or fee income, reduced by operating expenses, the provision for credit losses, and the impact of income taxes and other non-core items shown in the table that follows. There are items that impact the Company’s results that management believes are unrelated to its core banking business such as gains or losses on the sales of securities, merger and acquisition expenses, provision for credit losses on acquired portfolios, loss on extinguishment of debt, impairment and other items. Management, therefore, excludes items management considers to be non-core when computing the Company’s non-GAAP operating earnings and operating EPS, non-interest income on an operating basis, non-interest expense on an operating basis, and efficiency ratio on an operating basis. Management believes excluding these items facilitates greater visibility into the Company’s core banking business and underlying trends that may, to some extent, be obscured by inclusion of such items.

Management also supplements its evaluation of financial performance with analysis of tangible book value per share (which is computed by dividing stockholders’ equity less goodwill and identifiable intangible assets, or “tangible common equity,” by common shares outstanding), the tangible common equity ratio (which is computed by dividing tangible common equity by “tangible assets,” defined as total assets less goodwill and other intangibles), and return on average tangible common equity (which is computed by dividing net income by average tangible common equity). The Company has included information on tangible book value per share, the tangible common equity ratio and return on average tangible common equity because management believes that investors may find it useful to have access to the same analytical tools used by management.  As a result of merger and acquisition activity, the Company has recognized goodwill and other intangible assets in conjunction with business combination accounting principles.  Excluding the impact of goodwill and other intangibles in measuring asset and capital values for the ratios provided, along with other bank standard capital ratios, provides a framework to compare the capital adequacy of the Company to other companies in the financial services industry.

These non-GAAP measures should not be viewed as a substitute for operating results and other financial measures determined in accordance with GAAP. An item which management excludes when computing these non-GAAP measures can be of substantial importance to the Company’s results for any particular quarter or year. The Company’s non-GAAP performance measures, including operating net income, operating EPS, operating return on average assets, operating return on average common equity, adjusted margin, tangible book value per share and the tangible common equity ratio, are not necessarily comparable to non-GAAP performance measures which may be presented by other companies.

39

The following table summarizes the impact of non-core items on net income and reconciles non-GAAP net operating earnings to net income available to common shareholders for the periods indicated:

Years Ended December 31

Net Income

Diluted Earnings Per Share

2025

2024

2025

2024

(Dollars in thousands, except per share data)

Net income available to common shareholders (GAAP)

$

205,122 

$

192,081 

$

4.44 

$

4.52 

Non-GAAP adjustments

Provision for non-PCD acquired loans

34,519 

— 

0.75 

— 

Non-interest expense components

Add: merger and acquisition expenses

39,635 

1,902 

0.86 

0.04 

Non-core increases to income before taxes

74,154 

1,902 

1.61 

0.04 

Net tax benefit associated with non-core items (1)

(19,239)

(535)

(0.42)

(0.01)

Add - adjustments for tax effect of previously incurred merger and acquisition expenses

381 

— 

0.01 

— 

Total tax impact

(18,858)

(535)

(0.41)

(0.01)

Non-core increases to net income

55,296 

1,367 

1.20 

0.03 

      Net operating earnings (Non-GAAP)

$

260,418 

$

193,448 

$

5.64 

$

4.55 

(1)The net tax benefit associated with non-core items is determined by assessing whether each non-core item is included or excluded from net taxable income and applying the Company’s combined marginal tax rate only to those items included in net taxable income.

40

The following table summarizes the impact of non-core items with respect to the Company’s total revenue, non-interest income as a percentage of total revenue, and the efficiency ratio for the periods indicated:

Years Ended December 31

2025

2024

2023

2022

2021

(Dollars in thousands)

Net interest income (GAAP)

$

708,831

$

561,729

$

606,521

$

613,249

$

401,559

(a)

Non-interest income (GAAP)

$

148,689

$

128,014

$

124,609

$

114,667

$

105,850

(b)

Non-interest expense (GAAP)

$

529,881

$

406,366

$

392,746

$

373,662

$

332,529

(c)

Less:

Merger and acquisition expenses

39,635

1,902

—

7,100

40,840

 Non-interest expense on an operating basis (Non-GAAP)

$

490,246

$

404,464

$

392,746

$

366,562

$

291,689

(d)

Total revenue (GAAP)

$

857,520

$

689,743

$

731,130

$

727,916

$

507,409

(a+b)

Ratios

Non-interest income as a % of total revenue (GAAP) (calculated by dividing total non-interest income by total revenue)

17.34 

%

18.56 

%

17.04 

%

15.75 

%

20.86 

%

(b/(a+b))

Non-interest income as a % of total revenue on an operating basis (Non-GAAP) (calculated by dividing total non-interest income on an operating basis by total revenue)

17.34 

%

18.56 

%

17.04 

%

15.75 

%

20.86 

%

(c/(a+c))

Efficiency ratio (GAAP) (calculated by dividing total non-interest expense by total revenue)

61.79 

%

58.92 

%

53.72 

%

51.33 

%

65.53 

%

(c/(a+b))

Efficiency ratio on an operating basis (Non-GAAP) (calculated by dividing total non-interest expense on an operating basis by total revenue)

57.17 

%

58.64 

%

53.72 

%

50.36 

%

57.49 

%

(d/(a+b))

41

The following table summarizes the calculation of the Company’s tangible common equity ratio and tangible book value per share for the periods indicated:

Years Ended December 31

2025

2024

2023

2022

2021

(Dollars in thousands, except per share data)

Tangible common equity

Stockholders’ equity

$

3,565,728 

$

2,993,120 

$

2,895,251 

$

2,886,701 

$

3,018,449 

(a)

Less: Goodwill and other intangibles

1,224,186 

997,356 

1,003,262 

1,010,140 

1,017,844 

Tangible common equity (Non-GAAP)

2,341,542 

1,995,764 

1,891,989 

1,876,561 

2,000,605 

(b)

Tangible assets

Assets (GAAP)

24,912,896 

19,373,565 

19,347,373 

19,294,174 

20,423,405 

(c)

Less: Goodwill and other intangibles

1,224,186 

997,356 

1,003,262 

1,010,140 

1,017,844 

Tangible assets (Non-GAAP)

$

23,688,710 

$

18,376,209 

$

18,344,111 

$

18,284,034 

$

19,405,561 

(d)

Common shares

49,243,813 

42,500,611 

42,873,187 

45,641,238 

47,349,778 

(e)

Common equity to assets ratio (GAAP)

14.31 

%

15.45 

%

14.96 

%

14.96 

%

14.78 

%

(a/c)

Tangible common equity to tangible assets ratio (Non-GAAP)

9.88 

%

10.86 

%

10.31 

%

10.26 

%

10.31 

%

(b/d)

Book value per share (GAAP)

$

72.41 

$

70.43 

$

67.53 

$

63.25 

$

63.75 

(a/e)

Tangible book value per share (Non-GAAP)

$

47.55 

$

46.96 

$

44.13 

$

41.12 

$

42.25 

(b/e)

42

SELECTED FINANCIAL DATA

The selected consolidated financial and other data of the Company set forth below does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by, the more detailed information, including the Consolidated Financial Statements and related notes, appearing elsewhere herein. 

Table 1 - Selected Financial Data

As of or for the Years Ended December 31

2025

2024

2023

2022

2021

(Dollars in thousands, except per share data)

Financial condition data

Securities

$

3,309,575 

$

2,711,349 

$

2,930,860 

$

3,129,281 

$

2,664,859 

Loans

18,503,777 

14,508,378 

14,278,070 

13,928,675 

13,587,286 

Allowance for credit losses

(189,877)

(169,984)

(142,222)

(152,419)

(146,922)

Goodwill and other intangibles

1,224,186 

997,356 

1,003,262 

1,010,140 

1,017,844 

Total assets

24,912,896 

19,373,565 

19,347,373 

19,294,174 

20,423,405 

Deposits

20,126,790 

15,305,978 

14,865,547 

15,879,007 

16,917,044 

Borrowings

825,847 

701,374 

1,218,379 

113,377 

152,374 

Stockholders’ equity

3,565,728 

2,993,120 

2,895,251 

2,886,701 

3,018,449 

Non-performing loans

83,557 

101,529 

54,383 

54,881 

27,820 

Non-performing assets

85,657 

101,529 

54,493 

54,881 

27,820 

Operating data

Interest income

$

1,022,400 

$

852,753 

$

795,726 

$

642,840 

$

415,276 

Interest expense

313,569 

291,024 

189,205 

29,591 

13,717 

Net interest income

708,831 

561,729 

606,521 

613,249 

401,559 

Provision for credit losses

65,469 

36,250 

23,250 

6,500 

18,205 

Non-interest income

148,689 

128,014 

124,609 

114,667 

105,850 

Non-interest expenses

529,881 

406,366 

392,746 

373,662 

332,529 

Net income

205,122 

192,081 

239,502 

263,813 

120,992 

Per share data

Net income — basic

$

4.44 

$

4.52 

$

5.42 

$

5.69 

$

3.47 

Net income — diluted

4.44 

4.52 

5.42 

5.69 

3.47 

Cash dividends declared

2.36 

2.28 

2.20 

2.08 

1.92 

Book value

72.41 

70.43 

67.53 

63.25 

63.75 

Tangible book value (1)

47.55 

46.96 

44.13 

41.12 

42.25 

Performance ratios

Return on average assets

0.92 

%

0.99 

%

1.24 

%

1.33 

%

0.81 

%

Return on average common equity

6.20 

%

6.53 

%

8.31 

%

9.05 

%

6.34 

%

Net interest margin (on a fully tax equivalent basis)

3.57 

%

3.28 

%

3.54 

%

3.46 

%

3.02 

%

Dividend payout ratio

50.65 

%

50.08 

%

40.92 

%

35.53 

%

51.85 

%

Asset quality ratios

Non-performing loans as a percent of gross loans

0.45 

%

0.70 

%

0.38 

%

0.39 

%

0.20 

%

Non-performing assets as a percent of total assets

0.34 

%

0.52 

%

0.28 

%

0.28 

%

0.14 

%

Allowance for credit losses as a percent of total loans

1.03 

%

1.17 

%

1.00 

%

1.09 

%

1.08 

%

Allowance for credit losses as a percent of non-performing loans

227.24 

%

167.42 

%

261.52 

%

277.73 

%

528.12 

%

Capital ratios

Equity to assets

14.31 

%

15.45 

%

14.96 

%

14.96 

%

14.78 

%

Tangible equity to tangible assets (1)

9.88 

%

10.86 

%

10.31 

%

10.26 

%

10.31 

%

Tier 1 leverage capital ratio

10.15 

%

11.32 

%

10.96 

%

10.99 

%

12.03 

%

Common equity tier 1 capital ratio

12.86 

%

14.65 

%

14.19 

%

14.33 

%

14.30 

%

Tier 1 risk-based capital ratio

12.86 

%

14.65 

%

14.19 

%

14.33 

%

14.30 

%

Total risk-based capital ratio

15.70 

%

16.04 

%

15.91 

%

16.11 

%

16.04 

%

(1)     Represents a non-GAAP measurement. For reconciliation to GAAP measurement, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Level Overview - Non-GAAP Measures”.

43

Financial Position

Securities Portfolio    The Company’s securities portfolio primarily consists of U.S. Treasury, U.S. government agency securities, agency mortgage-backed securities, agency collateralized mortgage obligations, taxable and non-taxable municipal securities and small business administration pooled securities. Also included in the Company’s securities portfolio are trading and equity securities related to certain employee benefit programs. The majority of these securities are investment grade debt obligations with average lives of five years or less. U.S. government agency securities entail a lesser degree of risk than loans made by the Bank by virtue of the guarantees that back them, require less capital under risk-based capital rules than non-insured or non-guaranteed mortgage loans, are more liquid than individual mortgage loans, and may be used to collateralize borrowings or other obligations of the Bank. The Bank views its securities portfolio as a source of income and liquidity. Interest and principal payments generated from securities provide a source of liquidity to fund loans and meet short-term cash needs.

Total securities increased by $598.2 million, or 22.1%, at December 31, 2025 as compared to December 31, 2024, primarily attributable to the acquisition of the Enterprise available for sale securities portfolio. During the twelve months ended December 31, 2025, new purchases of $426.2 million and $55.4 million in unrealized gains in the available for sale portfolio were offset by sales, maturities, calls, and paydowns in the combined available for sale and held to maturity portfolios. The ratio of securities to total assets decreased to 13.3% at December 31, 2025 as compared to 14.0% at December 31, 2024. The Company estimates expected credit losses for its available for sale and held to maturity securities in accordance with the CECL methodology, as described in Note 1, “Summary of Significant Accounting Policies” within the Notes to Consolidated Financial Statements included in Item 8 of this Report.

The following table sets forth the fair value of available for sale securities and the amortized cost of held to maturity securities along with the percentage distribution:

Table 2 - Securities Portfolio Composition

December 31

2025

2024

Amount

Percent

Amount

Percent

(Dollars in thousands)

Fair value of securities available for sale

U.S. government agency securities

$

218,672 

10.9 

%

$

209,660 

16.8 

%

U.S. treasury securities

471,084 

23.5 

%

592,001 

47.3 

%

Agency mortgage-backed securities

772,963 

38.6 

%

378,161 

30.2 

%

Agency collateralized mortgage obligations

269,576 

13.4 

%

28,995 

2.3 

%

Non-taxable municipal securities

12,558 

0.6 

%

194 

— 

%

Taxable municipal securities

220,520 

11.0 

%

— 

— 

%

Pooled trust preferred securities issued by banks and insurers

1,042 

0.1 

%

1,095 

0.1 

%

Small business administration pooled securities

37,832 

1.9 

%

40,838 

3.3 

%

Total fair value of securities available for sale

2,004,247 

100.0 

%

1,250,944 

100.0 

%

Amortized cost of securities held to maturity

U.S. treasury securities

$

100,872 

7.9 

%

$

100,791 

7.0 

%

Agency mortgage-backed securities

694,903 

54.3 

%

788,470 

54.9 

%

Agency collateralized mortgage obligations

370,698 

29.0 

%

422,827 

29.5 

%

Small business administration pooled securities

112,554 

8.8 

%

122,868 

8.6 

%

Total amortized cost of securities held to maturity

1,279,027 

100.0 

%

1,434,956 

100.0 

%

Total

$

3,283,274 

$

2,685,900 

The Company’s available for sale securities are carried at fair value and are categorized within the fair value hierarchy based on the observability of model inputs. Securities which require inputs that are both significant to the fair value measurement and unobservable are classified as level 3 within the fair value hierarchy. At December 31, 2025 and 2024, the Company had no securities categorized as level 3 within the fair value hierarchy.

44

The following table sets forth the weighted average yield for each range of contractual maturities of the Bank’s available for sale and held to maturity securities portfolios at December 31, 2025. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Weighted average yields in the table below have been calculated based on the amortized cost of the security.

Table 3 - Securities Portfolio, Weighted Average Yields

Within One Year

One Year to Five Years

Five Years to Ten Years

Over Ten Years

Total

Weighted Average Yield

Securities available for sale:

U.S. government agency securities

1.4 

%

1.2 

%

— 

— 

1.3 

%

U.S. treasury securities

0.8 

%

1.2 

%

— 

— 

1.0 

%

Agency mortgage-backed securities

1.2 

%

3.0 

%

2.1 

%

4.0 

%

3.6 

%

Agency collateralized mortgage obligations

— 

4.2 

%

2.1 

%

4.3 

%

4.3 

%

Non-taxable municipal securities

3.9 

%

3.7 

%

4.1 

%

— 

3.8 

%

Taxable municipal securities

— 

4.2 

%

4.4 

%

2.8 

%

4.3 

%

Pooled trust preferred securities issued by banks and insurers

— 

— 

— 

4.4 

%

4.4 

%

Small business administration pooled securities

— 

— 

2.7 

%

1.9 

%

2.1 

%

Total available for sale securities

1.0 

%

2.2 

%

3.7 

%

4.0 

%

2.9 

%

Securities held to maturity:

U.S. treasury securities

— 

1.3 

%

1.5 

%

— 

1.3 

%

Agency mortgage-backed securities

2.8 

%

2.8 

%

1.9 

%

3.2 

%

2.7 

%

Agency collateralized mortgage obligations

3.2 

%

1.9 

%

1.0 

%

1.5 

%

1.7 

%

Small business administration pooled securities

— 

— 

2.5 

%

4.0 

%

4.0 

%

Total held to maturity securities

2.9 

%

2.4 

%

1.9 

%

2.4 

%

2.4 

%

Total

1.4 

%

2.3 

%

2.8 

%

3.4 

%

2.7 

%

As of December 31, 2025, the weighted average life of the securities portfolio was 3.7 years and the modified duration was 3.3 years.

At December 31, 2025, the aggregate book value of securities issued by Fannie Mae, Freddie Mac and the U.S. Department of the Treasury exceeded 10% of stockholders’ equity. Accordingly, the following table discloses the aggregate book value and market value of these securities at December 31, 2025:

Table 4 - Aggregate Book Value and Market Value of Select Securities

Aggregate Book Value

Aggregate Market Value

(Dollars in thousands)

Securities issued by:

Fannie Mae

$

1,379,761 

$

1,310,935 

Freddie Mac

687,395 

658,071 

U.S. Department of the Treasury

586,259 

568,208 

Total

$

2,653,415 

$

2,537,214 

45

Residential Mortgage Loan Sales     The Bank’s residential mortgage loans are generally originated in compliance with terms, conditions and documentation which permit the sale of such loans to investors in the secondary market. Loan sales in the secondary market provide funds for additional lending and other banking activities. Depending on market conditions, the Bank may sell the servicing of the sold loans for a servicing released premium, simultaneous with the sale of the loan. For the remainder of the sold loans for which the Company retains the servicing, a mortgage servicing asset is recognized. Additionally, as part of its asset/liability management strategy, the Bank may opt to retain certain residential real estate loan originations for its portfolio. When a loan is sold, the Company enters into agreements that contain representations and warranties about the characteristics of the loans sold and their origination. The Company may be required to either repurchase mortgage loans or to indemnify the purchaser from losses if representations and warranties are found to be not accurate in all material respects. The Company incurred no material losses related to mortgage repurchases during the years ended December 31, 2025, 2024, and 2023.

The volume of residential real estate loan sales fluctuate based on customer demands, which is often driven by the interest rate environment. The following table shows the total residential loans that were closed and whether the amounts were held in the portfolio or sold (or held for sale) in the secondary market for the periods indicated:

Table 5 - Closed Residential Real Estate Loans

Years Ended December 31

2025

2024

2023

(Dollars in thousands)

Held in portfolio

$

257,798 

$

205,611 

$

512,991 

Sold or held for sale in the secondary market

291,996 

256,429 

79,665 

Total closed loans

$

549,794 

$

462,040 

$

592,656 

    When a loan is sold, the Company may decide to also sell the servicing of sold loans for a servicing release premium, simultaneously with the sale of the loan, or the Company may opt to sell the loan and retain the servicing. The table below reflects additional information related to loans which were sold during the periods indicated:

Table 6 - Residential Mortgage Loan Sales

Years Ended December 31

2025

2024

2023

(Dollars in thousands)

Sold with servicing rights released

$

260,815 

$

246,266 

$

75,548 

Sold with servicing rights retained (1)

1,953 

8,333 

649 

Total loans sold

$

262,768 

$

254,599 

$

76,197 

(1)All loans sold with servicing rights retained during the above periods were sold without recourse.

In the event of a sale with servicing rights retained, a mortgage servicing asset is established, which represents the then current estimated fair value based on market prices for comparable mortgage servicing contracts, when available, or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Servicing rights are recorded in other assets in the Consolidated Balance Sheets, are amortized in proportion to and over the period of estimated net servicing income, and are assessed for impairment based on fair value at each reporting date. Impairment is determined by stratifying the rights based on predominant characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance, to the extent that fair value is less than the capitalized amount. If the Company later determines that all or a portion of the impairment no longer exists, a reduction of the allowance may be recorded as an increase to income. The principal balance of loans serviced by the Bank on behalf of investors was $266.0 million at December 31, 2025 and $280.2 million at December 31, 2024.

46

The following table shows the adjusted cost of the servicing rights associated with these loans and the changes for the periods indicated:

Table 7 - Mortgage Servicing Asset

2025

2024

(Dollars in thousands)

Beginning balance

$

2,466 

$

2,641 

Additions

103 

56 

Amortization

(348)

(392)

Change in valuation allowance

(12)

161 

Ending balance

$

2,209 

$

2,466 

See Note 10, “Derivatives and Hedging Activities,” within the Notes to Consolidated Financial Statements included in Item 8 of this Report for more information on mortgage activity and mortgage related derivatives.

Loan Portfolio   The Company’s total loan portfolio at December 31, 2025 increased $4.0 billion, or 27.5%, when compared to December 31, 2024, primarily due to the Enterprise acquisition. On the commercial side, the commercial and industrial portfolio increased organically by 9.1% but was offset by a decline in the commercial real estate and commercial construction portfolios. Organically, the consumer real estate portfolio increased by 1.2%, driven by growth within the home equity portfolio.

The following table summarizes loan growth/decline during the periods indicated:

Table 8 - Components of Loan Growth/(Decline)

December 31

December 31

Enterprise

Organic Growth/

Organic Growth/

2025

2024

Acquisition

(Decline) $

(Decline) %

(Dollars in thousands)

Commercial and industrial

$

4,611,789 

$

3,246,455 

$

979,072 

$

386,262 

9.14 

%

Commercial real estate

8,275,408 

6,839,705 

1,742,275 

(306,572)

(3.57)

%

Commercial construction

1,399,193 

782,078 

664,281 

(47,166)

(3.26)

%

Total commercial

14,286,390 

10,868,238 

3,385,628 

32,524 

0.23 

%

Residential real estate

2,873,443 

2,460,600 

425,695 

(12,852)

(0.45)

%

Home equity

1,297,662 

1,140,168 

95,096 

62,398 

5.05 

%

Total Consumer real estate

4,171,105 

3,600,768 

520,791 

49,546 

1.20 

%

Total other consumer

46,282 

39,372 

6,693 

217 

0.47 

%

Total loans

$

18,503,777 

$

14,508,378 

$

3,913,112 

$

82,287 

0.45 

%

47

The following table sets forth information concerning the composition of the Bank’s loan portfolio by loan type at the dates indicated:

Table 9 - Loan Portfolio Composition

December 31

2025

2024

(Dollars in thousands)

Amount

Percent

Amount

Percent

Commercial and industrial

$

4,611,789 

24.9 

%

$

3,246,455 

22.4 

%

Commercial real estate

8,275,408 

44.7 

%

6,839,705 

47.0 

%

Commercial construction

1,399,193 

7.6 

%

782,078 

5.4 

%

Residential real estate

2,873,443 

15.5 

%

2,460,600 

17.0 

%

Home equity

1,297,662 

7.0 

%

1,140,168 

7.9 

%

Other consumer

46,282 

0.3 

%

39,372 

0.3 

%

Gross loans

18,503,777 

100.0 

%

14,508,378 

100.0 

%

Allowance for credit losses

(189,877)

(169,984)

Net loans

$

18,313,900 

$

14,338,394 

The following table summarizes loans by contractual maturity as of December 31, 2025, along with the indication of whether interest rates are fixed or adjustable:

Table 10 - Scheduled Contractual Loan Amortization

December 31, 2025

1 Year or Less

1 - 5 Years

5 - 15 years (2)

After 15 Years

Total

(Dollars in thousands)

Fixed rate

Commercial and industrial

$

219,450 

$

700,466 

$

210,217 

$

245,506 

$

1,375,639 

Commercial real estate

471,301 

1,350,286 

646,184 

218,098 

2,685,869 

Commercial construction (1)

83,195 

97,075 

18,051 

112,282 

310,603 

Residential real estate

57,166 

292,475 

672,803 

773,103 

1,795,547 

Home equity

23,029 

93,142 

40,176 

110,098 

266,445 

Other consumer

2,319 

4,134 

329 

236 

7,018 

Total fixed rate loans

856,460 

2,537,578 

1,587,760 

1,459,323 

6,441,121 

Adjustable rate

Commercial and industrial

388,850 

1,240,853 

477,508 

1,128,939 

3,236,150 

Commercial real estate

904,257 

1,634,839 

813,345 

2,237,098 

5,589,539 

Commercial construction (1)

395,423 

229,371 

41,389 

422,407 

1,088,590 

Residential real estate

26,942 

200,485 

203,528 

646,941 

1,077,896 

Home equity

99,945 

400,772 

140,043 

390,457 

1,031,217 

Other consumer

39,264 

— 

— 

— 

39,264 

Total adjustable rate loans

1,854,681 

3,706,320 

1,675,813 

4,825,842 

12,062,656 

Total loans

$

2,711,141 

$

6,243,898 

$

3,263,573 

$

6,285,165 

$

18,503,777 

(1)Includes certain construction loans that will convert to commercial mortgages and will be reclassified to commercial real estate upon the completion of the construction phase.

(2)Loans having no schedule of repayments or no stated maturity are reported as being due in the 5-15 years category above.

48

Generally, the actual maturity of loans is substantially shorter than their contractual maturity due to prepayments and, in the case of real estate loans, due-on-sale clauses, which generally give the Bank the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells the property subject to the mortgage and the loan is not repaid. The average life of real estate loans tends to increase when current real estate loan rates are higher than rates on mortgages in the portfolio and, conversely, tends to decrease when rates on mortgages in the portfolio are higher than current real estate loan rates. Due to the fact that the Bank may, consistent with industry practice, renew a significant portion of commercial and commercial real estate loans at or immediately prior to their maturity by renewing the loans on substantially similar or revised terms, the principal repayments actually received by the Bank are anticipated to be significantly less than the amounts contractually due in any particular period. In other circumstances, a loan, or a portion of a loan, may not be repaid due to the borrower’s inability to satisfy the contractual obligations of the loan.

Asset Quality  The Company continually monitors the asset quality of the loan portfolio using all available information. Based on this assessment, loans demonstrating certain payment issues or other weaknesses may be categorized as delinquent, non-performing and/or put on non-accrual status. Further details surrounding relevant asset quality categories are summarized below:

Delinquency     The Company’s philosophy toward managing its loan portfolios is predicated upon careful monitoring, which stresses early detection and response to delinquent and default situations.  The Company seeks to make arrangements to resolve any delinquent or default situation over the shortest possible time frame.  Generally, the Company requires that a delinquency notice be mailed to a borrower upon expiration of a grace period (typically no longer than 15 days beyond the due date).  Reminder notices may be sent and telephone calls may be made prior to the expiration of the grace period. If the delinquent status is not resolved within a reasonable time frame following the mailing of a delinquency notice, the Bank’s personnel charged with managing its loan portfolios contacts the borrower to ascertain the reasons for delinquency and the prospects for payment.  Any subsequent actions taken to resolve the delinquency will depend upon the nature of the loan and the length of time that the loan has been delinquent. The borrower’s needs are considered as much as reasonably possible without jeopardizing the Bank’s position. A late charge is usually assessed on loans upon expiration of the grace period as permitted by loan agreements.

Non-accrual Loans    As a general rule, loans 90 days or more past due with respect to principal or interest are classified as non-accrual loans, or sooner if management considers such action to be prudent. However, certain loans that are 90 days or more past due may be kept on an accruing status if the loans are well secured and in the process of collection. Income accruals are suspended on all non-accrual loans and all previously accrued and uncollected interest is reversed against current income. A loan remains on non-accrual status until it becomes current with respect to principal and interest and remains current for a minimum period of six months, the loan is liquidated, or when the loan is determined to be uncollectible and is charged-off against the allowance for credit losses.

Loan Modifications In the course of resolving problem loans, the Company may choose to modify the contractual terms of certain loans. The Company attempts to work out an alternative payment schedule with the borrower in order to avoid or cure a default. Terms may be modified to fit the ability of the borrower to repay in line with its current financial status and may include adjustments to term extensions, interest rates, and accommodations for other than insignificant payment delays and/or a combination thereof. These actions are intended to minimize economic loss and avoid foreclosure or repossession of collateral. If such efforts by the Company do not result in satisfactory performance, the loan is referred to legal counsel, at which time foreclosure proceedings are initiated. At any time prior to a sale of the property at foreclosure, the Company may terminate foreclosure proceedings if the borrower is able to work out a satisfactory payment plan. All loan modifications are reviewed by the Company to identify if a borrower is deemed to be experiencing financial difficulty at time of the modification.

Purchased Credit Deteriorated Loans   Purchased Credit Deteriorated (“PCD”) loans are acquired loans which have shown a more-than-insignificant deterioration in credit quality since origination. PCD loans are recorded at amortized cost with an allowance for credit losses recorded upon purchase.

Non-performing Assets    Non-performing assets are typically comprised of non-performing loans and other real estate owned (“OREO”). Non-performing loans consist of non-accrual loans and loans that are 90 days or more past due but still accruing interest.

OREO consists of real estate properties, which have primarily served as collateral to secure loans, that are controlled or owned by the Bank. These properties are recorded at fair value less estimated costs to sell at the date control is established, resulting in a new cost basis. The amount by which the recorded investment in the loan exceeds the fair value (net of estimated costs to sell) of the foreclosed asset is charged to the allowance for credit losses. Subsequent declines in the fair value of the foreclosed asset below the new cost basis are recorded through the use of a valuation allowance. Subsequent increases in the

49

fair value are recorded as reductions in the valuation allowance, but not below zero. All costs incurred thereafter in maintaining the property are generally charged to non-interest expense. In the event the real estate is utilized as a rental property, net rental income and expenses are recorded as incurred within non-interest expense.

The following table sets forth information regarding non-performing assets held by the Bank at the dates indicated:

Table 11 - Non-performing Assets

December 31

2025

2024

(Dollars in thousands)

Loans accounted for on a non-accrual basis

Commercial and industrial

$

9,160 

$

14,454 

Commercial real estate

50,515 

74,343 

Commercial construction

3,693 

— 

Residential real estate

15,043 

10,243 

Home equity

5,102 

2,479 

Other consumer

44 

10 

Total non-performing loans

83,557 

101,529 

Other real estate owned

2,100 

— 

Total non-performing assets

$

85,657 

$

101,529 

Non-performing loans as a percent of gross loans

0.45 

%

0.70 

%

Non-performing assets as a percent of total assets

0.34 

%

0.52 

%

The following table summarizes the changes in non-performing assets for the periods indicated:

Table 12 - Activity in Non-performing Assets

2025

2024

(Dollars in thousands)

Non-performing assets beginning balance

$

101,529 

$

54,493 

Acquired non-performing loans

22,918 

— 

New to non-performing

101,329 

87,721 

Loans charged-off

(56,804)

(10,347)

Loans paid-off

(73,990)

(17,721)

Loans transferred to other real estate owned/other assets

(2,100)

— 

Loans restored to performing status

(8,769)

(12,576)

New to other real estate owned

2,100 

— 

Sale of other real estate owned

— 

(110)

Other

(556)

69 

Non-performing assets ending balance

$

85,657 

$

101,529 

Allowance for Credit Losses    The allowance for credit losses is maintained at a level that management considers appropriate to provide for the Company’s current estimate of expected lifetime credit losses on loans measured at amortized cost. The allowance is increased by providing for credit losses through a charge to expense and by credits for recoveries of loans previously charged-off and is reduced by loans being charged-off.

In accordance with its Allowance for Credit Losses Program, the Company uses the Current Expected Credit Losses (or “CECL”) model methodology to estimate credit losses for financial assets on a collective basis for loans sharing similar risk characteristics using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output. The model estimates expected credit losses using loan

50

level data over the contractual life of the exposure, which is adjusted for estimated prepayments. Economic forecasts are incorporated into the estimate over a reasonable and supportable forecast period of 12 months, beyond which is a reversion to the Company’s historical long-run average over a period of six months. The Company’s qualitative assessment is structured based upon nine qualitative risk factors impacting the expected risk of loss within the loan portfolio, with an additional factor designed to capture model imprecision. Loans that do not share similar risk characteristics with any pools of assets are subject to individual assessment and are removed from the collectively assessed pools to avoid double counting. For the loans that will be individually assessed, the Company uses either a discounted cash flow approach or a fair value of collateral approach. The latter approach is used for loans deemed to be collateral dependent or when foreclosure is probable.

Management’s allowance for credit loss estimate incorporates an economic forecast over a reasonable and supportable period of 12 months. As of December 31, 2025, management utilized the Moody’s Baseline forecast to estimate the effect of anticipated current and future economic conditions on the Company’s allowance for credit losses. This scenario selected by management assumes that general economic conditions will reflect a slight increase in momentum in the near term, that monetary policy will be impacted by a gradual reduction in Federal Reserve policy rates, and that progress toward inflation will be slowed as a result of changes in international trade policies. Additionally, the allowance for credit losses is qualitatively adjusted on a quarterly basis in order to ensure coverage for relationships that are deemed to be more at risk within certain industries, specific collateral types, or other specific characteristics that may be highly impacted by the current economic environment.

The balance of allowance for credit losses increased by $19.9 million to $189.9 million as of December 31, 2025, as compared to $170.0 million at December 31, 2024. The increase was driven primarily by $43.5 million in initial allowance reserves recorded on the acquired Enterprise portfolio, including $34.5 million and $9.0 million attributable to non-PCD and PCD loans, respectively, as well as additional specific reserve allocations on certain commercial loans during 2025. These increases were partially offset by charge-offs on several classified commercial loans which had been previously reserved for.

51

The following table summarizes the ratio of net charge-offs to average loans outstanding within each major loan category for the periods presented:

Table 13 - Summary Net Charge-Offs to Average Loans Outstanding

Net Charge-Offs (Recoveries)

Average Amount Outstanding

Ratio of Net Charge-Offs/(Recoveries) to Average Loans

(Dollars in thousands)

Year Ended December 31, 2025

Commercial and industrial

$

8,678 

$

3,919,199 

0.22 

%

Commercial real estate

43,392 

7,508,938 

0.58 

%

Commercial construction

— 

1,112,459 

— 

%

Residential real estate

— 

2,688,113 

— 

%

Home equity

2 

1,216,821 

— 

%

Other consumer (1)

2,524 

39,286 

6.42 

%

Total

$

54,596 

$

16,484,816 

0.33 

%

Year Ended December 31, 2024

Commercial and industrial

$

6,399 

$

3,166,715 

0.20 

%

Commercial real estate

— 

6,811,838 

— 

%

Commercial construction

— 

800,254 

— 

%

Residential real estate

— 

2,434,114 

— 

%

Home equity

37 

1,115,598 

— 

%

Other consumer (1)

2,052 

33,761 

6.08 

%

Total

$

8,488 

$

14,362,280 

0.06 

%

Year Ended December 31, 2023

Commercial and industrial

$

23,811 

$

3,196,129 

0.74 

%

Commercial real estate

7,855 

6,525,394 

0.12 

%

Commercial construction

— 

1,019,871 

— 

%

Residential real estate

— 

2,217,971 

— 

%

Home equity

(15)

1,093,546 

— 

%

Other consumer (1)

1,796 

31,202 

5.76 

%

Total

$

33,447 

$

14,084,113 

0.24 

%

(1)Other consumer portfolio is inclusive of deposit account overdrafts recorded as loan balances and the associated net charge-offs.

Net charge-offs were $54.6 million for the year ended December 31, 2025, compared to $8.5 million for the year ended December 31, 2024. The elevated charge-off activity for the year ended December 31, 2025 was primarily attributable to charge-offs recognized on several classified commercial loans during the year.

For purposes of the allowance for credit losses, management segregates the portfolio based upon loans sharing similar risk characteristics. The allocation of the allowance for credit losses is made to each loan category using the analytical techniques and estimation methods described in this Report. While these amounts represent management’s best estimate of credit losses at the evaluation dates, they are not necessarily indicative of either the categories in which actual losses may occur or the extent of actual losses that may be recognized within each category. Each of these loan categories possess unique risk characteristics that are considered when determining the appropriate level of allowance for each segment. The total allowance is available to absorb losses from any segment of the loan portfolio.

52

The following table sets forth the allocation of the allowance for credit losses by loan category at the dates indicated:

Table 14 - Summary of Allocation of Allowance for Credit Losses

December 31

2025

2024

Allowance

Amount

Percent of Allowance of Total Allowance

Percent of Loans In Category of Total Loans

Allowance

Amount

Percent of Allowance of Total Allowance

Percent of Loans In Category of Total Loans

(Dollars in thousands)

Commercial and industrial

$

47,976 

25.3 

%

24.9 

%

$

30,799 

18.1 

%

22.4 

%

Commercial real estate

84,916 

44.7 

%

44.7 

%

93,718 

55.2 

%

47.0 

%

Commercial construction

14,254 

7.5 

%

7.6 

%

8,166 

4.8 

%

5.4 

%

Residential real estate

29,254 

15.4 

%

15.5 

%

25,238 

14.8 

%

17.0 

%

Home equity

12,376 

6.5 

%

7.0 

%

11,007 

6.5 

%

7.9 

%

Other consumer

1,101 

0.6 

%

0.3 

%

1,056 

0.6 

%

0.3 

%

Total

$

189,877 

100.0 

%

100.0 

%

$

169,984 

100.0 

%

100.0 

%

To determine if a loan should be charged-off, all possible sources of repayment are analyzed. Possible sources of repayment include the potential for future cash flows, the value of the Bank’s collateral, and the strength of co-makers or guarantors. When available information confirms that specific loans or portions thereof are uncollectible, these amounts are promptly charged-off against the allowance for credit losses and any recoveries of such previously charged-off amounts are credited to the allowance.

Regardless of whether a loan is unsecured or collateralized, the Company charges off the amount of any confirmed loan loss in the period when the loans, or portions of loans, are deemed uncollectible. For troubled, collateral-dependent loans, loss-confirming events may include an appraisal or other valuation that reflects a shortfall between the value of the collateral and the carrying value of the loan or receivable, or a deficiency balance following the sale of the collateral.

For additional information regarding the Bank’s allowance for credit losses, see Note 1, “Summary of Significant Accounting Policies” and Note 4, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to the Consolidated Financial Statements included in Item 8 of this Report.

Federal Home Loan Bank Stock    The FHLB is a cooperative that provides services to its member banking institutions. The primary reason for the FHLB of Boston membership is to gain access to a reliable source of wholesale funding as a tool to manage liquidity and interest rate risk. The purchase of stock in the FHLB is a requirement for a member to gain access to funding. The Company either purchases additional FHLB stock or is subject to redemption of FHLB stock proportional to the volume of funding received. The Company views the holdings as a necessary long-term investment for the purpose of balance sheet liquidity and not for investment return.  The Company’s investments in FHLB of Boston stock decreased to $21.8 million at December 31, 2025 compared to $31.6 million at December 31, 2024 in conjunction with paydowns of FHLB term borrowings during the twelve months of 2025, including the paydown of approximately $50.0 million of FHLB borrowings assumed from the Enterprise acquisition.

Goodwill and Other Intangible Assets    Goodwill and Other Intangible Assets were $1.2 billion and $1.0 billion at December 31, 2025 and December 31, 2024.

The Company typically performs its annual goodwill impairment testing during the third quarter of the year, unless certain indicators suggest earlier testing to be warranted, using a combined qualitative and quantitative approach. The initial qualitative approach assesses whether the existence of events or circumstances led to a determination that it is more likely than not that the fair value of the Company’s single reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value is less than carrying value, a quantitative impairment test is performed to compare carrying value to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company’s annual impairment test was performed as of August 31, 2025 and it was determined that the Company’s goodwill was not impaired.

53

Other intangible assets are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. There were no other events or changes during the fourth quarter of 2025 that indicated impairment of goodwill and other intangible assets. For additional information regarding the goodwill and other intangible assets, see Note 6, “Goodwill and Other Intangible Assets” within the Notes to Consolidated Financial Statements included in Item 8 hereof.

Cash Surrender Value of Life Insurance Policies    The Bank holds life insurance policies for the purpose of offsetting its future obligations to its employees under its retirement and benefits plans. The cash surrender value of life insurance policies was $378.6 million and $304.0 million at December 31, 2025 and December 31, 2024, respectively, reflecting approximately $68.4 million of policies obtained from the Enterprise acquisition.

The Company recorded tax exempt income from life insurance policies in the amounts of $9.4 million, $8.1 million, and $7.9 million for the years ended December 31, 2025, 2024 and 2023, respectively. The Company also recorded gains on life insurance benefits of $2.0 million, $457,000, and $2.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Deposits    At December 31, 2025, total deposits were $20.1 billion, representing a $4.8 billion, or 31.5% increase compared to $15.3 billion at December 31, 2024. Total non-interest bearing demand deposits comprised 27.8% of total deposits at December 31, 2025, down only slightly from 28.7% at December 31, 2024. The total cost of deposits was 1.53% for the year ended December 31, 2025, representing a decrease of 10 basis points from the prior year.

The Company’s deposits are comprised primarily of core deposits (demand, savings and money market), as well as time deposits. The 2025 growth in deposit balances was driven primarily by $4.4 billion in balances acquired from Enterprise, as well as organic growth of $458.1 million, or 2.3%, during the twelve months ended 2025. The Company’s ratio of core deposits, inclusive of reciprocal money market deposits, to total deposits represented 83.7% at December 31, 2025 compared to 81.7% at December 31, 2024. In addition, the Company may also utilize brokered deposit sources, as needed, with balances of $6.0 million and $61.2 million outstanding at December 31, 2025 and December 31, 2024, respectively. The decrease was due to the maturity of $55.3 million of brokered certificates of deposit during 2025.

Excluding the effects of the Enterprise acquisition, the Company’s deposits have increased on a net organic basis as compared to the prior year end as summarized in the table below:

Table 15 - Components of Deposit Growth/(Decline)

December 31

2025

December 31

2024

Enterprise Bancorp Acquisition

Organic Growth/(Decline) $

Organic Growth/(Decline) %

(Dollars in thousands)

Non-interest-bearing demand deposits

$

5,600,955 

$

4,390,703 

$

1,040,758 

$

169,494 

3.1 

%

Savings and interest checking

6,482,970 

5,207,548 

1,170,875 

104,547 

1.6 

%

Money market

4,774,645 

2,960,381 

1,411,120 

403,144 

9.2 

%

Time certificates of deposits

3,268,220 

2,747,346 

739,957 

(219,083)

(6.3)

%

Total

$

20,126,790 

$

15,305,978 

$

4,362,710 

$

458,102 

2.3 

%

The Company’s deposit accounts are insured to the maximum extent permitted by the Deposit Insurance Fund which is administered by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC offers insurance coverage on deposits up to the federally insured limit of $250,000. The Company participates in the IntraFi Network, allowing it to provide easy access to multi-million dollar FDIC deposit insurance protection on certificate of deposit and money market investments for consumers, businesses and public entities. This channel allows the Company to access a reciprocal deposit exchange that can be used to benefit customers seeking increased FDIC insurance protection, and amounted to $1.6 billion and $1.1 billion in deposits, at December 31, 2025 and December 31, 2024, respectively. The estimated balance of uninsured deposits at the Bank were $6.5 billion and $5.0 billion as of December 31, 2025 and December 31, 2024, respectively. Included in these amounts are $932.0 million and $814.0 million of collateralized deposits, which offer additional protection.

54

Scheduled maturities of time deposits not covered by deposit insurance at December 31, 2025, were as follows:

Table 16 - Maturities of Uninsured Time Deposits

December 31, 2025

(Dollars in thousands)

Due within 3 months or less

$

326,355 

Due after 3 months through 6 months

168,058 

Due after 6 months through 12 months

58,302 

Due after 12 months

8,719 

Total uninsured time deposits (1)

561,434 

(1)Amounts of uninsured time deposits presented in the table above are estimates determined based upon a relative proportion of customer account balances in excess of FDIC insurance limits, and in a manner consistent with the Company’s regulatory reporting requirements.

Borrowings    The Company’s borrowings consist of both short-term and long-term borrowings and provide the Bank with one of its primary sources of funding. Maintaining available borrowing capacity provides the Bank with a contingent source of liquidity. Borrowings were $825.8 million at December 31, 2025, representing an increase of $124.5 million, compared to December 31, 2024. The increase was driven primarily by a $300.0 million subordinated debt raise completed by the Company in March 2025, as well as a $50.0 million line of credit advance during the fourth quarter of 2025. These increases were partially offset by $237.0 million in paydowns on FHLB borrowings during the twelve months ended December 31, 2025. Additionally, at the July 15, 2025 call date, the Company redeemed in full $60.0 million in subordinated notes assumed as part of the Enterprise merger. The Company also paid down approximately $50.0 million in FHLB borrowings acquired from Enterprise. See Note 8, “Borrowings” within the Notes to Consolidated Financial Statements included in Item 8 of this Report for more information regarding borrowings.

Liquidity and Capital Resources    The Company proactively manages its liquidity and cash flow requirements with the intent to maintain stable, cost-effective funding and to promote the strength of its overall balance sheet. The liquidity position of the Company is continuously monitored by management and adjustments are made to appropriately balance sources and uses of funds, as needed. For further details surrounding the Company’s liquidity risks and related strategy, see the “Risk Management – Liquidity Risk” section below within Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations within this Report.

At December 31, 2025, the Company and the Bank exceeded the minimum requirements for Common Equity Tier 1 capital, Tier 1 capital, total capital, and Tier 1 leverage capital, inclusive of the capital conservation buffer. See Note 19, “Regulatory Matters” within the Notes to Consolidated Financial Statements included in Item 8 of this Report for more information regarding capital requirements.

Investment Management

The following table presents total assets under administrations and number of accounts held by the Rockland Trust Investment Management Group at the following dates:

Table 17 - Assets Under Administration

December 31

2025

December 31

2024

December 31

2023

(Dollars in thousands)

Assets under administration

$

9,217,333 

$

7,035,315 

$

6,537,905 

Number of trust, fiduciary and agency accounts

7,843 

6,637 

6,550 

The Company’s Investment Management Group provides investment management and trust services to individuals, institutions, small businesses, and charitable institutions.

Accounts maintained by the Investment Management Group consist of managed and non-managed accounts. Managed accounts are those for which the Bank is responsible for administration and investment management and/or investment advice, while non-managed accounts are those for which the Bank acts solely as a custodian or directed trustee. The Bank receives fees

55

dependent upon the level and type of service(s) provided. The Investment Management Group generated gross fee revenues of $45.0 million, $38.3 million, and $34.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Total assets under administration as of December 31, 2025 were $9.2 billion, including $444.3 million of investment solutions designed by Rockland Trust that are administered and executed through its agreement with LPL Financial (“LPL”), compared to $7.0 billion and $418.2 million, respectively, at December 31, 2024. The Company also has a subsidiary that is a registered investment advisor, Bright Rock Capital Management, LLC, which provides institutional quality investment management services to both institutional and high net worth clients. As of December 31, 2025 and December 31, 2024, included in the assets under administration amounts above, there were $520.5 million and $491.5 million, respectively, relating to the Company’s registered investment advisor.

The administration of trust and fiduciary accounts is monitored by the Trust Committee of the Bank’s Board of Directors. The Trust Committee has delegated administrative responsibilities to three committees, one for investments, one for administration, and one for operations, all of which are comprised of Investment Management Group officers who meet no less than quarterly.

The Bank has an agreement with LPL and its affiliates and their insurance subsidiary, LPL Insurance Associates, Inc., to offer the sale of mutual fund shares, unit investment trust shares, general securities, fixed and variable annuities and life insurance. Registered representatives who are both employed by the Bank and licensed and contracted with LPL are onsite to offer these products to the Bank’s customer base. These same agents are also approved and appointed with various other broker general agents for the purposes of processing insurance solutions for clients. The retail investments and insurance revenues were $5.1 million, $4.4 million, and $5.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Results of Operations

Table 18 - Summary of Results of Operations

Years Ended December 31

2025

2024

2023

(Dollars in thousands, except per share data)

Net income

$

205,122 

$

192,081 

$

239,502 

Diluted earnings per share

$

4.44 

$

4.52 

$

5.42 

Return on average assets

0.92 

%

0.99 

%

1.24 

%

Return on average equity

6.20 

%

6.53 

%

8.31 

%

Stockholders’ equity as % of assets

14.31 

%

15.45 

%

14.96 

%

Net interest margin

3.57 

%

3.28 

%

3.54 

%

Net Interest Income    The amount of net interest income is affected by changes in interest rates and by the volume, mix, and interest rate sensitivity of interest-earning assets and interest-bearing liabilities.

On a fully tax-equivalent basis, net interest income was $713.9 million for the year ended December 31, 2025, representing a 26.0% increase from net interest income of $566.5 million for the year ended December 31, 2024. The 2025 increase in net interest income was primarily attributable to increased average interest earning assets obtained from the Enterprise acquisition, as well as higher yields on interest earning assets, which were positively impacted by the accretion of purchase accounting marks from the Enterprise acquisition, and decreased funding costs. These factors resulted in a net interest margin of 3.57%, representing an increase of 29 basis point, as compared to 3.28% for the prior year.

56

The following table presents the Company’s average balances, net interest income, interest rate spread, and net interest margin for the years ended December 31, 2025, 2024 and 2023. Non-taxable income from loans and securities is presented on a fully tax-equivalent basis by adjusting tax-exempt income upward by an amount equivalent to the prevailing federal income taxes that would have been paid if the income had been fully taxable.

Table 19 - Average Balance, Interest Earned/Paid & Average Yields

Years Ended December 31

2025

2024

2023

Average Balance

Interest Earned/ Paid

Average Yield

Average Balance

Interest Earned/ Paid

Average Yield

Average Balance

Interest Earned/ Paid

Average Yield

(Dollars in thousands)

Interest-earning assets

Interest-earning deposits with banks, federal funds sold, and short term investments

$

479,484 

$

19,766 

4.12 

%

$

125,066 

$

5,669 

4.53 

%

$

118,806 

$

5,186 

4.37 

%

Securities

Securities - trading

4,642 

— 

— 

%

4,562 

— 

— 

%

4,411 

— 

— 

%

Securities - taxable investments

3,017,694 

79,268 

2.63 

%

2,791,246 

57,092 

2.05 

%

3,027,769 

60,336 

1.99 

%

Securities - non-taxable investments (1)

12,410 

435 

3.51 

%

192 

7 

3.65 

%

190 

7 

3.68 

%

Total securities

3,034,746 

79,703 

2.63 

%

2,796,000 

57,099 

2.04 

%

3,032,370 

60,343 

1.99 

%

Loans held for sale

14,191 

796 

5.61 

%

11,960 

712 

5.95 

%

3,289 

190 

5.78 

%

Loans

Commercial and industrial (1)

3,919,199 

243,517 

6.21 

%

3,166,715 

195,751 

6.18 

%

3,196,129 

191,726 

6.00 

%

Commercial real estate (1)

7,508,938 

401,783 

5.35 

%

6,811,838 

354,941 

5.21 

%

6,525,394 

315,040 

4.83 

%

Commercial construction (1)

1,112,459 

76,301 

6.86 

%

800,254 

58,455 

7.30 

%

1,019,871 

66,440 

6.51 

%

Total commercial

12,540,596 

721,601 

5.75 

%

10,778,807 

609,147 

5.65 

%

10,741,394 

573,206 

5.34 

%

Residential real estate

2,688,113 

125,455 

4.67 

%

2,434,114 

106,797 

4.39 

%

2,217,971 

88,210 

3.98 

%

Home equity

1,216,821 

77,589 

6.38 

%

1,115,598 

75,543 

6.77 

%

1,093,546 

70,698 

6.47 

%

Total consumer real estate

3,904,934 

203,044 

5.20 

%

3,549,712 

182,340 

5.14 

%

3,311,517 

158,908 

4.80 

%

Other consumer

39,286 

2,560 

6.52 

%

33,761 

2,530 

7.49 

%

31,202 

2,418 

7.75 

%

Total loans

16,484,816 

927,205 

5.62 

%

14,362,280 

794,017 

5.53 

%

14,084,113 

734,532 

5.22 

%

Total Interest-Earning Assets

20,013,237 

1,027,470 

5.13 

%

17,295,306 

857,497 

4.96 

%

17,238,578 

800,251 

4.64 

%

Cash and Due from Banks

209,413 

179,955 

180,553 

Federal Home Loan Bank Stock

23,627 

37,155 

33,734 

Other Assets

2,051,126 

1,831,516 

1,853,585 

Total Assets

$

22,297,403 

$

19,343,932 

$

19,306,450 

Interest-bearing liabilities

Deposits

Savings and interest checking accounts

$

5,786,258 

$

66,760 

1.15 

%

$

5,169,237 

$

66,334 

1.28 

%

$

5,489,923 

$

43,073 

0.78 

%

Money market

4,019,900 

96,768 

2.41 

%

2,941,539 

69,998 

2.38 

%

3,022,322 

51,630 

1.71 

%

Time certificates of deposits

3,060,719 

110,868 

3.62 

%

2,600,190 

110,630 

4.25 

%

1,724,625 

50,050 

2.90 

%

Total interest-bearing deposits

12,866,877 

274,396 

2.13 

%

10,710,966 

246,962 

2.31 

%

10,236,870 

144,753 

1.41 

%

Borrowings

Federal Home Loan Bank borrowings

452,675 

17,718 

3.91 

%

840,611 

39,048 

4.65 

%

782,121 

37,624 

4.81 

%

Line of credit, net

1,905 

116 

6.09 

%

— 

— 

— 

%

— 

— 

— 

%

57

Junior subordinated debentures

62,861 

3,867 

6.15 

%

62,859 

4,506 

7.17 

%

62,857 

4,359 

6.93 

%

Subordinated debt

231,228 

17,472 

7.56 

%

10,107 

508 

5.03 

%

49,933 

2,470 

4.95 

%

Total borrowings

748,669 

39,173 

5.23 

%

913,577 

44,062 

4.82 

%

894,911 

44,453 

4.97 

%

Total interest-bearing liabilities

13,615,546 

313,569 

2.30 

%

11,624,543 

291,024 

2.50 

%

11,131,781 

189,206 

1.70 

%

Non-interest-bearing demand deposits

5,047,869 

4,431,303 

4,918,787 

Other liabilities

325,414 

345,286 

374,585 

Total liabilities

18,988,829 

16,401,132 

16,425,153 

Stockholders’ equity

3,308,574 

2,942,800 

2,881,297 

Total liabilities and stockholders’ equity

$

22,297,403 

$

19,343,932 

$

19,306,450 

Net interest income (1)

$

713,901 

$

566,473 

$

611,045 

Interest rate spread (2)

2.83 

%

2.46 

%

2.94 

%

Net interest margin (3)

3.57 

%

3.28 

%

3.54 

%

Supplemental Information

Total deposits, including demand deposits

$

17,914,746 

$

274,396 

$

15,142,269 

$

246,962 

$

15,155,657 

$

144,753 

Cost of total deposits

1.53 

%

1.63 

%

0.96 

%

Total funding liabilities, including demand deposits

$

18,663,415 

$

313,569 

$

16,055,846 

$

291,024 

$

16,050,568 

$

189,206 

Cost of total funding liabilities

1.68 

%

1.81 

%

1.18 

%

(1)The total amount of adjustment to present interest income and yield on a fully tax-equivalent basis is $5.1 million, $4.7 million, and $4.5 million for 2025, 2024 and 2023, respectively.

(2)Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average costs of interest-bearing liabilities.

(3)Net interest margin represents net interest income as a percentage of average interest-earning assets.

58

The following table presents certain information on a fully-tax equivalent basis regarding changes in the Company’s interest income and interest expense for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to (1) changes in rate (change in rate multiplied by prior year volume), (2) changes in volume (change in volume multiplied by prior year rate) and (3) changes in volume/rate (change in rate multiplied by change in volume) which is allocated to the change due to rate column:

Table 20 - Volume Rate Analysis

Years Ended December 31

2025 Compared To 2024

2024 Compared To 2023

2023 Compared To 2022

Change

Due to

Rate

Change

Due to

Volume

Total

Change

Change

Due to

Rate

Change

Due to

Volume

Total

Change

Change

Due to

Rate

Change

Due to

Volume

Total

Change

(Dollars in thousands)

Income on interest-earning assets

Interest-earning deposits, federal funds sold and short term investments

$

(1,968)

$

16,065 

$

14,097 

$

210 

$

273 

$

483 

$

3,788 

$

(12,987)

$

(9,199)

Securities

Taxable securities

17,544 

4,632 

22,176 

1,469 

(4,713)

(3,244)

8,626 

1,356 

9,982 

Non-taxable securities (1)

(17)

445 

428 

— 

— 

— 

— 

— 

— 

Total securities

22,604 

(3,244)

9,982 

Loans held for sale

(49)

133 

84 

21 

501 

522 

72 

(54)

18 

Loans

Commercial and industrial

1,251 

46,515 

47,766 

5,789 

(1,764)

4,025 

44,730 

7,552 

52,282 

Commercial real estate

10,519 

36,323 

46,842 

26,072 

13,829 

39,901 

39,675 

256 

39,931 

Commercial construction

(4,959)

22,805 

17,846 

6,322 

(14,307)

(7,985)

16,958 

(8,322)

8,636 

Total commercial

112,454 

35,941 

100,849 

Residential real estate

7,514 

11,144 

18,658 

9,991 

8,596 

18,587 

11,379 

13,388 

24,767 

Home equity

(4,808)

6,854 

2,046 

3,419 

1,426 

4,845 

25,309 

1,341 

26,650 

Total consumer real estate

20,704 

23,432 

51,417 

Total other consumer

(384)

414 

30 

(86)

198 

112 

356 

(52)

304 

Loans (1)

133,188 

59,485 

152,570 

Total

$

169,973 

$

57,246 

$

153,371 

Expense of interest-bearing liabilities

Deposits

Savings and interest checking accounts

$

(7,492)

$

7,918 

$

426 

$

25,777 

$

(2,516)

$

23,261 

$

35,640 

$

(906)

$

34,734 

Money market

1,109 

25,661 

26,770 

19,748 

(1,380)

18,368 

41,513 

(1,566)

39,947 

Time certificates of deposits

(19,356)

19,594 

238 

35,170 

25,410 

60,580 

43,957 

1,463 

45,420 

Total interest-bearing deposits

27,434 

102,209 

120,101 

Borrowings

Federal Home Loan Bank borrowings

(3,310)

(18,020)

(21,330)

(1,390)

2,814 

1,424 

22,455 

14,856 

37,311 

Line of credit

116 

— 

116 

— 

— 

— 

— 

— 

— 

Long-term borrowings

— 

— 

— 

— 

— 

— 

— 

(31)

(31)

Junior subordinated debentures

(639)

— 

(639)

147 

— 

147 

2,234 

— 

2,234 

Subordinated debt

5,850 

11,114 

16,964 

8 

(1,970)

(1,962)

(5)

5 

— 

Total borrowings

(4,889)

(391)

39,514 

Total

$

22,545 

$

101,818 

$

159,615 

Change in net interest income

$

147,428 

$

(44,572)

$

(6,244)

(1)The table above reflects income determined on a fully tax equivalent basis. See footnote to Table 19 above for the related adjustments.

59

Provision For Credit Losses   The provision for credit losses represents the charge to expense that is required to maintain an adequate level of allowance for credit losses. The Company recorded a provision for credit losses of $65.5 million, $36.3 million and $23.3 million for the years ended December 31, 2025, 2024, and 2023, respectively. The increase in the current period includes $34.5 million related to non-PCD loans acquired from Enterprise. The increases between 2024 and 2023 are attributable to idiosyncratic events within the commercial portfolios.

The Company’s allowance for credit losses, as a percentage of total loans, was 1.03%, 1.17% and 1.00% at December 31, 2025, 2024 and 2023, respectively. The decrease from the prior periods is due to charge-offs taken on loans that were specifically reserved for at those periods. See Note 4, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to Consolidated Financial Statements included in Item 8 of this Report, for further details surrounding the primary drivers of the provision for credit losses during the period.

Non-interest Income    The following table sets forth information regarding non-interest income for the periods shown:

Table 21 - Non-interest Income

Years Ended December 31

Change

2025

2024

Amount

%

(Dollars in thousands)

Deposit account fees

$

32,141 

$

26,455 

$

5,686 

21.5 

%

Interchange and ATM fees

20,989 

19,055 

1,934 

10.1 

%

Investment management

50,045 

42,744 

7,301 

17.1 

%

Mortgage banking income

4,531 

4,143 

388 

9.4 

%

Increase in cash surrender value of life insurance policies

9,434 

8,086 

1,348 

16.7 

%

Gain on life insurance benefits

1,965 

457 

1,508 

330.0 

%

Loan level derivative income

3,564 

2,117 

1,447 

68.4 

%

Other non-interest income

26,020 

24,957 

1,063 

4.3 

%

Total

$

148,689 

$

128,014 

$

20,675 

16.2 

%

The primary reasons for significant variances in the non-interest income categories shown in the preceding table are noted below:

•Deposit account fees were higher than the year ago period as a result of increases in overdraft and cash management fees, as well as increased volume attributable to Enterprise acquisition.

•Interchange and ATM fees increased year-over-year primarily due to increased volume due to the Enterprise acquisition and timing of vendor rebates.

•Investment management and advisory income increased year-over-year, and is primarily attributable to higher asset-based revenue resulting from higher levels of assets under administration, which increased by $2.2 billion, or 31.0%, from $7.0 billion at December 31, 2024 to $9.2 billion at December 31, 2025, including the addition of $1.5 billion in assets under administration acquired from Enterprise. This increase was partially offset by lower insurance commissions recognized in 2025 as compared to 2024.

•Mortgage banking income increased year-over-year, driven by higher origination volume as compared to the same prior year period.

•The increase in cash surrender value of life insurance policies were primarily attributable to policies obtained in connection with the Enterprise acquisition.

•Gain on life insurance benefits increased year-over-year as the Company received higher levels of proceeds on life insurance policies.

•Loan level derivative income increased year-over-year, reflecting fluctuations in customer demand fueled by changes in the macroeconomic environment.

60

•Other noninterest income increased year-over-year, driven primarily by business owner advisory services of $533,000, credit card fee income of $502,000, checkbook fees of $319,000, and payment processing income of $294,000. These increases were partially offset by decreases in FHLB dividend income and less equity securities unrealized gains.

Non-interest Expense    The following table sets forth information regarding non-interest expense for the periods shown:

Table 22 - Non-interest Expense

Years Ended December 31

Change

2025

2024

Amount

%

(Dollars in thousands)

Salaries and employee benefits

$

287,499 

$

233,653 

$

53,846 

23.0 

%

Occupancy and equipment

57,596 

52,072 

5,524 

10.6 

%

Data processing and facilities management

11,180 

9,957 

1,223 

12.3 

%

Software and subscriptions

24,216 

18,152 

6,064 

33.4 

%

FDIC assessment

12,500 

10,892 

1,608 

14.8 

%

Debit card expense

8,492 

6,630 

1,862 

28.1 

%

Consulting

6,613 

7,125 

(512)

(7.2)

%

Amortization of intangible assets

16,910 

5,905 

11,005 

186.4 

%

Merger and acquisition expense

39,635 

1,902 

37,733 

(100.0)

%

Other non-interest expense

65,240 

60,078 

5,162 

8.6 

%

Total

$

529,881 

$

406,366 

$

123,515 

30.4 

%

The primary reasons for significant variances in the non-interest expense categories shown in the preceding tables are noted below:

•Salaries and employee benefits increased year-over-year primarily attributable to increases in general salaries of $30.4 million, including the impact of an expanded employee base as a result of the Enterprise acquisition, as well as increases in incentive programs of approximately $6.9 million, medical plan insurance of $4.3 million, payroll taxes of $3.5 million and commissions of $2.4 million.

•Occupancy and equipment expense increased year-over-year, primarily attributable to the expanded branch network, real estate and other fixed assets obtained from the Enterprise acquisition.

•Data processing increases reflect overall increased levels of transactional activity in conjunction with the Company’s growth, including the Enterprise acquisition.

•Software and subscriptions increased primarily due to the Company’s continued investment in its technology infrastructure.

•FDIC assessment expense increased in comparison to the prior year, primarily attributable to an increased assessment rate following the Enterprise acquisition.

•Debit card expenses increased year-over-year, driven primarily by a one-time credit of $1.1 million recognized during 2024.

•Consulting expense decreased year-over-year due primarily to the timing of strategic initiatives.

•Amortization of intangible assets increased, driven by increased amortization attributable to the core deposit intangible, customer list and other intangible assets established as part of the Enterprise acquisition.

61

•The Company incurred merger and acquisition expenses of $39.6 million and $1.9 million during the years ended 2025 and 2024, respectively, related to the Company’s acquisition of Enterprise. The majority of the merger expense related to change in control and severance contracts, vendor systems contract terminations, as well as legal and professional fees.

•Other non-interest expenses increased year-over year, driven primarily by increases in internet banking expense of $837,000, examinations and audits of $784,000, loan workout costs of $739,000, director fees of $619,000, telecommunications costs of $592,000, contract labor of $395,000, reciprocal deposit fees of $372,000, business development and customer events of $310,000, along with other miscellaneous expenses. These increases were partially offset by decreases in card issuance costs, losses on equity securities, defined benefit plan costs, and other losses and change-offs .

Income Taxes    The tax effect of all income and expense transactions is recognized by the Company in each year’s consolidated statements of income, regardless of the year in which the transactions are reported for income tax purposes. The following table sets forth information regarding the Company’s tax provision and applicable tax rates for the periods indicated:

Table 23 - Tax Provision and Applicable Tax Rates

Years Ended December 31

2025

2024

2023

(Dollars in thousands)

Combined federal and state income tax provisions

$

57,048 

$

55,046 

$

75,632 

Effective income tax rates

21.76 

%

22.27 

%

24.00 

%

Blended statutory tax rate

27.47 

%

27.91 

%

27.91 

%

The effective tax rate is impacted by pre-tax income levels, a decrease in the statutory state tax rate, as well as increased tax benefits from low-income housing tax credits. The effective tax rates in the table are lower than the blended statutory tax rates due to the impact of discrete items, including tax benefits related to equity compensation, as well as certain tax preference assets such as life insurance policies, tax exempt bonds and federal tax credits, such as low income housing tax credits.

For additional information related to the Company’s income taxes see Note 11, “Income Taxes” and Note 12, “Low Income Housing Project Investments” within the Notes to the Consolidated Financial Statements included in Item 8 of this Report.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025. Among other things, the new law makes permanent certain expiring business tax provisions of the Tax Cuts and Jobs Act. These include provisions which allow businesses to immediately expense, for tax purposes, the cost of new investments in certain qualified depreciable assets and the cost of qualified domestic research and development. The OBBBA also imposes a floor on tax deductions taken on charitable contributions. Further, the OBBBA significantly changes U.S. tax law related to foreign operations and certain tax credits; however, such changes are not anticipated to have a material impact to the Company’s financial statements.

Dividends    The Company declared quarterly cash dividends totaling $2.36 per common share in 2025 and $2.28 per common share in 2024. The 2025 and 2024 ratio of dividends paid to earnings was 50.65% and 50.08%, respectively.

Since substantially all of the funds available for the payment of dividends are derived from the Bank, future dividends of the Company will depend on the earnings of the Bank, its financial condition, its need for funds, applicable governmental policies and regulations, and other such matters as the Board of Directors deems appropriate.

Comparison of 2024 vs. 2023 For a discussion of our results for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on February 28, 2025.

62

Risk Management

The Board of Directors has approved an Enterprise Risk Management Policy and Risk Appetite Statement to state the Company’s goals and objectives in identifying, measuring, and managing the risks associated with the Company’s current and near future anticipated size and complexity. Management is responsible for comprehensive enterprise risk management, and continually strives to adopt and implement practices that strike an appropriate balance between risk and reward and permit the achievement of strategic goals in a controlled environment.

The Company has implemented the “three lines of defense” enterprise risk management model . The first line of defense represents all operating business units, and corporate functions. Under the purview of the Chief Risk Officer, the second line of defense monitors and provides risk management advice across all risk domains, and is comprised of Enterprise Risk Management/Operational Risk, Enterprise Compliance, and Information Security. The activities of the second line of defense are overseen by and reported to the Board Risk Committee on a regular basis. Under the purview of the Chief Internal Auditor, the third line of defense is the independent assurance function primarily executed by the Company’s internal audit department. Third line of defense audit activities are overseen by and reported to the Company’s Board Audit Committee on a regular basis. Risk management efforts are further supported and bolstered through a formal and robust risk governance structure comprised of various management level committees that are designed to identify, monitor, report and mitigate top risks faced by the Company based on its risk taxonomy as described below.

The Board of Directors, with the assistance of its Risk Committee, exercised oversight of the Company’s risk management program and practices. As risks must be taken to create value, the Board of Directors has approved a Risk Appetite Statement that defines the acceptable residual risk appetite for the Company and the nine major risk types identified as having the potential to create significant adverse impacts on the Company, such as financial losses, reputational damage, legal or regulatory actions, failure to achieve strategic objectives, diminished customer experience, and/or cultural erosion. The nine major risk categories identified by the Company and addressed in the Risk Appetite Statement are strategic and emerging risk, culture risk, credit risk, liquidity risk, market and interest rate risk, operational risk, reputation risk, regulatory and compliance risk, and technology and cyber risk, each of which is discussed below.

Strategic and Emerging Risk   Strategic and emerging risk is the risk arising from adverse strategic or business decisions, misalignment of strategic direction with the Company’s mission and values, failure to execute strategies or tactics, or an inadequate adaptation or lack of responsiveness to industry and/or operating environment changes. Management seeks to mitigate strategic and emerging risk through strategic planning, frequent executive review of strategic plan progress, monitoring of competitors and technology, assessment of new products, new branches, and new business initiatives, customer advocacy, and crisis management planning.

Culture Risk   Culture risk is the risk arising from failed leadership and/or ineffective colleague engagement and workplace management that causes the Company to lose sight of core values and, through acts or omissions, damage the relationship-based culture that has been one of the foundations of the Company’s success. Management seeks to mitigate culture risk through effective employee relations, leadership that encourages continuous improvement, cultural development and reinforcement of core values, communication of clear ethical and behavioral standards, consistent enforcement of policies and programs, discipline of misbehavior, alignment of incentives and compensation, and by promoting a company-wide focus on respect for individual differences and differing perspectives.

Credit Risk Credit risk is the risk arising from the failure of a borrower or a counterparty to a contract to make payments as agreed, and includes the risks arising from inadequate collateral and mismanagement of loan concentrations. While the collateral securing loans may be sufficient in some cases to recover the amount due, in other cases the Company may experience significant credit losses that could have an adverse effect on its operating results. The Company makes assumptions and judgments about the collectability of its loan portfolio, including the creditworthiness of its borrowers and counterparties and the value of collateral for the repayment of loans. For further discussion regarding the credit risk and the credit quality of the Company’s loan portfolio, see Note 5, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to Consolidated Financial Statements included in Item 8 of this Report.

Liquidity Risk   Liquidity risk is the risk arising from the Company being unable to meet obligations when due. Liquidity risk includes the inability to access funding sources or manage fluctuations in available funding levels. Liquidity risk also results from a failure to recognize or address market condition changes that affect the ability to liquidate assets quickly with minimal value loss.

The Company’s primary sources of funds are deposits, borrowings, and the amortization, prepayment, and maturities of loans and securities. The Bank utilizes its extensive branch network to access retail customers who provide a base of in-market

63

core deposits. These funds are principally comprised of demand deposits, interest checking accounts, savings accounts, and money market accounts. Interest rates, economic conditions, and competitive factors greatly influence deposit levels.

The Company measures funds availability and surplus under both stress and non-stress conditions. In addition, liquidity monitoring ensures appropriate oversight of funding exposures and reliance, as well as available capacity. The Company continually monitors both on and off balance sheet liquidity sources to understand vulnerabilities and when adjustments to the balance between sources and uses of funds may be necessary. Management regularly performs liquidity stress testing to assess potential liquidity outflows or funding concerns resulting from economic or industry disruptions, volatility in the financial markets, or unforeseen credit events. The results of these scenarios are used to inform the Company’s Contingency Funding Plan and help provide the basis for its liquidity needs.

The Company prioritizes core deposits as a primary funding source and continues to maintain a variety of available liquidity sources, including FHLB advances, and Federal Reserve borrowing capacity. These funding sources serve as a contingent source of liquidity and, when profitable lending and investment opportunities exist, the Company may access them to provide the liquidity needed to grow the balance sheet. The amount and type of assets that the Company has available to pledge affects the Company’s FHLB and Federal Reserve borrowing capacity. The Company’s lending decisions, therefore, can also affect its liquidity position.

The Company may also have the ability to raise additional funds through the issuance of equity or unsecured debt privately or publicly, as demonstrated by the $300.0 million subordinated debt issuance completed by the Company during the first quarter of 2025. Additionally, the Company is able to acquire brokered certificates of deposits at its discretion. The availability and cost of equity or debt on an unsecured basis is dependent on many factors, including the Company’s financial position, the market environment, and the Company’s credit rating. The Company monitors the factors that could affect its ability to raise liquidity through these channels.

The table below shows current and unused liquidity capacity from various sources at the dates indicated:

Table 24 - Sources of Liquidity

December 31

2025

2024

Outstanding

Additional

Borrowing Capacity

Outstanding

Additional

Borrowing Capacity

(Dollars in thousands)

Federal Home Loan Bank borrowings (1)

$

416,549 

$

2,812,217 

638,514 

1,992,574 

Line of credit, net (2)

49,953 

75,000 

— 

— 

Federal Reserve Bank of Boston (3)

— 

5,472,672 

— 

3,635,233 

Unpledged securities

— 

576,504 

— 

564,676 

Federal Funds Lines of Credit

— 

100,000 

— 

50,000 

Junior subordinated debentures (4)

62,862 

— 

62,860 

— 

Subordinated debt (4)

296,483 

— 

— 

— 

Brokered deposits (4)

6,000 

— 

61,236 

— 

$

831,847 

$

9,036,393 

$

762,610 

$

6,242,483 

(1)Loans and securities with a carrying value of $4.5 billion and $3.8 billion at December 31, 2025 and 2024, respectively, were pledged to the Federal Home Loan Bank of Boston.

(2)Represents line of credit available to the parent Company.

(3)Loans and securities with a carrying value of $8.3 billion and $4.6 billion at December 31, 2025 and 2024, respectively, were pledged to the Federal Reserve Bank of Boston.

(4)The additional borrowing capacity has not been assessed for these categories.

In addition to customary operational liquidity practices, the Board and management recognize the need to establish reasonable guidelines to manage a heightened liquidity risk environment. Catalysts for elevated liquidity risk can be Company-specific issues and/or systemic macro-economic or industry-wide events. Management is therefore responsible for instituting systems and controls designed to provide advanced detection of potentially significant funding shortages, establishing methods for assessing and monitoring risk levels, and instituting responses that may alleviate or circumvent a potential liquidity crisis.

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Management has established a Contingency Funding Plan to provide a framework to detect potential liquidity problems and appropriately address them in a timely manner.

Market and Interest Rate Risk  Market risk refers to the risk of potential losses arising from changes in interest rates and the value of assets due to market conditions or other external factors or events. Interest rate risk is the most significant market risk to which the Company has exposure to due to the nature of its operations.

Interest rate risk is the sensitivity of income to changes in interest rates. Interest rate changes, as well as fluctuations in the level and duration of assets and liabilities, affect net interest income, which is the Company’s primary source of revenue. Interest rate risk arises directly from the Company’s core banking activities. In addition to directly affecting net interest income, changes in the level of interest rates can also affect the amount of loans originated, the timing of cash flows on loans and securities, and the fair value of securities and derivatives, and have other effects.

Management strives to control interest rate risk within limits approved by the Board of Directors that reflect the Company’s tolerance for interest rate risk over short-term and long-term horizons. The Company attempts to manage interest rate risk by identifying, quantifying, and, where appropriate, hedging exposure. If assets and liabilities do not re-price simultaneously and in equal volume, the potential for interest rate exposure exists. It is the Company’s objective to maintain stability in the growth of net interest income through the maintenance of an appropriate mix of interest-earning assets and interest-bearing liabilities and, when necessary within limits management deems prudent, with hedging instruments such as interest rate swaps, floors, and caps.

The Company quantifies its interest rate exposures using net interest income and Economic Value of Equity analysis. Key assumptions in these analyses relate to behavior of interest rates and behavior of the Company’s deposit and loan customers. The most material assumptions relate to the prepayment of loans and securities and the life and sensitivity of non-maturity deposits (e.g., demand deposit, savings, and money market accounts). The risk of prepayment tends to increase when interest rates fall. Since future prepayment behavior of loan customers is uncertain, interest rate sensitivity of loans cannot be determined with precision and actual behavior may differ from assumptions to a significant degree. Non-maturity deposits, assumptions over customer behavior, shifts in deposits categories, and magnitude of impact to the cost of deposits all may differ from what is currently anticipated by the models or analyses.

Given the volatility associated with market rates, and the uncertainty surrounding future rate movements, management has continued to maintain a more neutral interest rate risk position. The Company runs numerous scenarios to quantify and effectively assist in managing interest rate risk, including instantaneous parallel shifts over one and two year horizons, and a series of non-parallel shocks to evaluate the impact of different yield curve shape. Key highlights of the Company’s net interest income sensitivity is summarized in the following table:

Table 25 - Interest Rate Sensitivity

Years Ended December 31

2025

2024

Year 1

Year 1

Parallel rate shocks (basis points)

-200

(1.1)%

(2.9)%

-100

(0.4)%

(0.9)%

+100

0.2%

0.7%

+200

0.1%

1.2%

The results depicted in the table above are dependent on material assumptions, such as prepayment rates, decay rates, pricing decisions on loans and deposits, and other factors, which management believes are reasonable. These assumptions may be impacted by customer preferences or competitive influences and therefore actual experience may differ from the assumptions in the model. Accordingly, although the tables provide an indication of the Company’s interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates, and actual results may differ.

The most significant market factors affecting the Company’s net interest income during the year ended December 31, 2025 were the shape of the U.S. Government securities and interest rate swap yield curve, the U.S. prime interest rate, the Secured Overnight Financing Rate, and other interest rates offered on long-term fixed rate loans.

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The Company manages the interest rate risk inherent in both its loan and borrowing portfolios by using interest rate swap agreements and interest rate caps and floors. An interest rate swap is an agreement in which one party agrees to pay a floating rate of interest on a notional principal amount in exchange for receiving a fixed rate of interest on the same notional amount for a predetermined period from the other party. Interest rate caps and floors are agreements where one party agrees to pay a floating rate of interest on a notional principal amount for a predetermined period to a second party if certain market interest rate thresholds are realized. While interest is paid or received in swap, cap, and floors agreements, the notional principal amount is not exchanged. The Company may also manage the interest rate risk inherent in its mortgage banking operations by entering into forward sales contracts under which the Company agrees to deliver whole mortgage loans to various investors. See Note 10, “Derivatives and Hedging Activities” within Notes to Consolidated Financial Statements included in Item 8 of this Report for additional information regarding the Company’s derivative financial instruments.

Movements in foreign currency rates or commodity prices do not directly or materially affect the Company’s earnings. Movements in equity prices may have a modest impact on earnings by affecting the volume of activity or the amount of fees from investment-related business lines. See Note 3, “Securities” within the Notes to Consolidated Financial Statements included in Item 8 of this Report.

Operational Risk     Operational risk is the risk arising from human error or misconduct, transaction errors or delays, inadequate or failed internal systems or processes, data unavailability, loss, or poor quality, or adverse external events. Operational risk includes fraud risk and model risk. Potential operational risk exposure exists throughout the Company. The continued effectiveness of colleagues and operational infrastructure are integral to mitigating operational risk, and any shortcomings subject the Company to risks that vary in size, scale and scope.

Reputation Risk  Reputation risk is the risk arising from negative public opinion of the Company and the Bank. Management seeks to mitigate reputational risk through actions that include a structured process of customer complaint resolution and ongoing reputational monitoring.

Regulatory and Compliance Risk Regulatory and Compliance risk is the risk arising from violations of laws or regulations, non-conformance with prescribed practices, internal bank policies and procedures, or ethical standards. Compliance risk includes consumer compliance risk, legal risk, and regulatory compliance risk. Management seeks to mitigate compliance risk through compliance training and regulatory change management processes.

Technology and Cyber Risk Technology and Cyber risk is the risk of losses or other impacts arising from the failure of technology systems to function in accordance with expectations and business requirements. Technology risks include technical failures, unlawful tampering with technical systems, cyber security, terrorist activities, ineffectiveness or exposure due to interruption in third party support. Management seeks to mitigate technology risk through appropriate security and controls over data and its technological environment. The Bank manages cybersecurity threats proactively and maintains robust controls to protect its critical systems and information assets by investing in secure, reliable and resilient technology infrastructure, fostering a culture of technology risk awareness and continuously improving its technology risk management practices.

Contractual Obligations, Commitments, Contingencies and Off-Balance Sheet Obligations

In the ordinary course of business the Company has entered into contractual obligations, commitments, residential loans sold with recourse and other off-balance sheet financial instruments. Refer to the accompanying notes to consolidated financial statements in this report for further information and the expected timing of the applicable payments as of December 31, 2025. These include payments related to (i) borrowings (Note 8 - Borrowings), (ii) lease obligations (Note 17 - Leases), (iii) time deposits with stated maturity dates (Note 7 - Deposits), (iv) commitments to extend credit (Note 18 - Commitments and Contingencies), (v) derivative positions (Note 10 - Derivatives and Hedging Activities), and (vi) unfunded commitments on low income housing project investments (Note 12 - Low Income Housing Project Investments). Also refer to Table 24 - Sources of Liquidity within Item 7 of this Report for further details surrounding the Company’s current and unused liquidity resources.

Impact of Inflation and Changing Prices

The consolidated financial statements and related notes thereto presented in Item 8 of this Report have been prepared in accordance with GAAP which requires the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation.

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The financial nature of the Company’s consolidated financial statements is more clearly affected by changes in interest rates than by inflation. Interest rates do not necessarily fluctuate in the same direction or in the same magnitude as the prices of goods and services. However, inflation does affect the Company because, as prices increase, the money supply grows and interest rates are affected by inflationary expectations. The impact on the Company is a noted increase in the size of loan requests with resulting growth in total assets. In addition, operating expenses may increase without a corresponding increase in productivity. There is no precise method, however, to measure the effects of inflation on the Company’s consolidated financial statements. Accordingly, any examination or analysis of the financial statements should take into consideration the possible effects of inflation.

Critical Accounting Estimates

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. Certain estimates associated with these policies inherently have a greater reliance on the use of assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. These critical accounting estimates are defined as estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on financial condition or results of operations. Management believes that the Company’s most critical accounting policies and estimates upon which the Company’s financial condition depends, and which involve the most complex or subjective decisions or assessments, are as follows:

Allowance for Credit Losses - Loans Held for Investment     The Company estimates the allowance for credit losses in accordance with the CECL methodology for loans measured at amortized cost. The allowance for credit losses is established based upon the Company’s current estimate of expected lifetime credit losses. Arriving at an appropriate amount of allowance for credit losses involves a high degree of judgment.

The Company estimates credit losses on a collective basis for loans sharing similar risk characteristics using a quantitative model combined with an assessment of certain qualitative factors designed to address forecast risk and model risk inherent in the quantitative model output. Management’s judgment is required for the selection and application of these factors which are derived from historical loss experience as well as assumptions surrounding expected future losses and economic forecasts.

Loans that no longer share similar risk characteristics with any pools of assets are subject to individual assessment and are removed from the collectively assessed pools to avoid double counting. For the loans that are individually assessed, the Company uses either a discounted cash flow (“DCF”) approach or a fair value of collateral approach. The latter approach is used for loans deemed to be collateral dependent or when foreclosure is probable. Changes in these judgments and assumptions could be due to a number of circumstances which may have a direct impact on the provision for loan losses and may result in changes to the amount of allowance. The allowance for credit losses is increased by the provision for credit losses and by recoveries of loans previously charged off. Loan losses are charged against the allowance when management’s assessments confirm that the Company will not collect the full amortized cost basis of a loan.

Management performs periodic sensitivity and stress testing using available economic forecasts in order to evaluate the adequacy of the allowance for credit losses under varying scenarios. Given the Company’s benign loss history, the analyses performed have not resulted in a material change to the quantitative allowance but have informed management’s determination of qualitative adjustments and act as corroborating evidence as to the appropriateness of the allowance as a whole. For additional discussion of the Company’s methodology of assessing the appropriateness of the allowance for credit losses, see Note 4, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to Consolidated Financial Statements included in Item 8 of this Report.

Income Taxes    The Company accounts for income taxes using two components of income tax expense, current and deferred.  Current taxes represent the net estimated amount due to or to be received from taxing authorities in the current year.  In estimating accrued taxes, management assesses the relative merits and risks of the appropriate tax treatment of transactions, taking into account statutory, judicial, and regulatory guidance in the context of the Company’s tax position. Deferred tax assets and liabilities represent the future effects on income taxes that result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, and carry-forwards that exist at the end of a period. Deferred tax assets and liabilities are measured using enacted tax rates and provisions of the enacted tax law and are not discounted to reflect the time-value of money.  The effect of any change in enacted tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Deferred tax assets are assessed for recoverability and the Company may record a valuation allowance if it believes based on available evidence that it is more likely than not that the deferred tax assets recognized will not be realized before their expiration. The amount of the deferred

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tax asset recognized and considered realizable could be reduced if projected income is not achieved due to various factors such as unfavorable business conditions. If projected income is not expected to be achieved, the Company may record a valuation allowance to reduce its deferred tax assets to the amount that it believes can be realized in its future tax returns. Additionally, deferred tax assets and liabilities are calculated based on tax rates expected to be in effect in future periods. Previously recorded tax assets and liabilities need to be adjusted when the expected date of the future event is revised based upon current information. The Company may also record an unrecognized tax benefit related to uncertain tax positions taken by the Company on its tax returns for which there is less than a 50% likelihood of being recognized upon a tax examination. All movements in unrecognized tax benefits are recognized through the provision for income taxes. Taxes are discussed in more detail in Note 11, “Income Taxes” within the Notes to the Consolidated Financial Statements included in Item 8 of this Report.

Business Combinations In accordance with applicable accounting guidance, the Company recognizes assets acquired and liabilities assumed at their respective fair values as of the date of acquisition, with the related transaction costs expensed in the period incurred. The Company may use third party valuation specialists to assist in the determination of fair value of certain assets and liabilities at the acquisition date, including loans, core deposit intangibles and time deposits. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed on the acquisition date, the estimates are inherently uncertain. The allowance for credit losses on PCD loans is recognized within business combination accounting. The allowance for credit losses on non-PCD loans is recognized as a provision expense in the same period as the business combination. For further discussion of the Company’s accounting policies for estimating credit losses on acquired loans, see Note 4, “Loans, Allowance for Credit Losses and Credit Quality” within the Notes to Consolidated Financial Statements included in Item 8 of this Report.

Valuation of Goodwill/Intangible Assets and Analysis for Impairment The Company has increased its market share through the acquisition of entire financial institutions accounted for under the acquisition method of accounting, as well as from the acquisition of branches (not the entire institution) and other non-banking entities. For all acquisitions, the Company is required to record assets acquired and liabilities assumed at their fair value, which is an estimate determined by the use of internal or other valuation techniques, which may include the use of third-party specialists. Goodwill is evaluated for impairment at least annually, or more often if warranted, using a combined qualitative and quantitative impairment approach. The initial qualitative approach assesses whether the existence of events or circumstances led to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events and circumstances, the Company determines it is more likely than not that the fair value is less than carrying value, a quantitative impairment test is performed to compare carrying value to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

The Company’s goodwill relates to acquisitions that are fully integrated into the retail banking operations, which management does not consider to be at risk of failing step one in the near future. The Company’s other intangible assets are subject to amortization and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When applicable, the Company tests each of the other intangibles by comparing the carrying value of the intangible to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.

Valuation of Investment Securities Securities that the Company has the ability and intent to hold until maturity are classified as securities held-to-maturity and are accounted for using historical cost, adjusted for amortization of premium and accretion of discount. Trading and equity securities are carried at fair value, with unrealized gains and losses recorded in other non-interest income. All other securities are classified as securities available-for-sale and are carried at fair market value. The fair values of securities are based on either quoted market price or third-party pricing services. In general, the third-party pricing services employ various methodologies, including but not limited to, broker quotes and proprietary models. Management does not typically adjust the prices received from third-party pricing services. Depending upon the type of security, management employs various techniques to analyze the pricing it receives from third-parties, such as reviewing model inputs, reviewing comparable trades, analyzing changes in market yields and, in certain instances, reviewing the underlying collateral of the security. Management reviews changes in fair values from period to period and performs testing to ensure that the prices received from the third parties are consistent with their expectation of the market.

Management determines if the market for a security is active primarily based upon the frequency of which the security, or similar securities, are traded. For securities which are determined to have an inactive market, fair value models are calibrated and to the extent possible, significant inputs are back tested on a quarterly basis. The third-party service provider performs calibration and testing of the models by comparing anticipated inputs to actual results, on a quarterly basis. Unrealized gains and losses on securities available-for-sale are reported, on an after-tax basis, as a separate component of stockholders’ equity in accumulated other comprehensive income.

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Recent Accounting Developments

See Note 1, “Summary of Significant Accounting Policies” within the Notes to Consolidated Financial Statements included in Item 8 of this Report.