# UNIVEST FINANCIAL Corp (UVSP) Informational only - not investment advice. CIK: 0000102212 SIC: 6022 State Commercial Banks SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Depository Institutions](/major-group/60/) > [SIC 6022 State Commercial Banks](/industry/6022/) Latest 10-K filed: 2026-02-23 SEC page: https://www.sec.gov/edgar/browse/?CIK=102212 Filing source: https://www.sec.gov/Archives/edgar/data/102212/000010221226000012/uvsp-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 328056000 | USD | 2025 | 2026-02-23 | | Net income | 90757000 | USD | 2025 | 2026-02-23 | | Assets | 8436897000 | USD | 2025 | 2026-02-23 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-23. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000102212.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | | | | | | 296,182,000 | 296,821,000 | 299,225,000 | 328,056,000 | | Net income | 19,505,000 | 44,094,000 | 50,543,000 | 65,719,000 | 46,916,000 | 91,801,000 | 78,120,000 | 71,104,000 | 75,931,000 | 90,757,000 | | Diluted EPS | 0.84 | 1.64 | 1.72 | 2.24 | 1.60 | 3.11 | 2.64 | 2.41 | 2.58 | 3.13 | | Operating cash flow | 33,306,000 | 68,660,000 | 86,006,000 | 73,148,000 | 51,179,000 | 102,337,000 | 109,455,000 | 89,741,000 | 75,106,000 | 101,512,000 | | Capital expenditures | 12,644,000 | 3,961,000 | 4,288,000 | 3,856,000 | 3,753,000 | 5,878,000 | 5,221,000 | 6,724,000 | 3,104,000 | 4,585,000 | | Dividends paid | 17,024,000 | 21,299,000 | 23,495,000 | 23,435,000 | 17,536,000 | 23,575,000 | 24,607,000 | 25,050,000 | 24,842,000 | 25,334,000 | | Share buybacks | 8,359,000 | 3,519,000 | 5,984,000 | 2,045,000 | 4,382,000 | 295,000 | 11,381,000 | 462,000 | 18,882,000 | 34,625,000 | | Assets | 4,230,528,000 | 4,554,862,000 | 4,984,347,000 | 5,380,924,000 | 6,336,496,000 | 7,122,421,000 | 7,222,016,000 | 7,780,628,000 | 8,128,417,000 | 8,436,897,000 | | Liabilities | 3,725,319,000 | 3,951,488,000 | 4,360,214,000 | 4,705,802,000 | 5,644,024,000 | 6,348,627,000 | 6,445,516,000 | 6,941,420,000 | 7,241,116,000 | 7,493,579,000 | | Stockholders' equity | 505,209,000 | 603,374,000 | 624,133,000 | 675,122,000 | 692,472,000 | 773,794,000 | 776,500,000 | 839,208,000 | 887,301,000 | 943,318,000 | | Free cash flow | 20,662,000 | 64,699,000 | 81,718,000 | 69,292,000 | 47,426,000 | 96,459,000 | 104,234,000 | 83,017,000 | 72,002,000 | 96,927,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | | | | | | 26.38% | 23.96% | 25.38% | 27.67% | | Return on equity | 3.86% | 7.31% | 8.10% | 9.73% | 6.78% | 11.86% | 10.06% | 8.47% | 8.56% | 9.62% | | Return on assets | 0.46% | 0.97% | 1.01% | 1.22% | 0.74% | 1.29% | 1.08% | 0.91% | 0.93% | 1.08% | | Liabilities / equity | 7.37 | 6.55 | 6.99 | 6.97 | 8.15 | 8.20 | 8.30 | 8.27 | 8.16 | 7.94 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-28. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000102212.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. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2020-Q3 | 2020-09-30 | 0.00 | | | reported discrete quarter | | 2020-Q4 | 2020-12-31 | 0.00 | | | derived Q4 = FY annual - nine-month YTD | | 2021-Q1 | 2021-03-31 | 0.00 | | | reported discrete quarter | | 2021-Q2 | 2021-06-30 | 0.00 | | | reported discrete quarter | | 2021-Q3 | 2021-09-30 | 0.00 | | | reported discrete quarter | | 2021-Q4 | 2021-12-31 | 0.00 | | | derived Q4 = FY annual - nine-month YTD | | 2022-Q1 | 2022-03-31 | 0.00 | | | reported discrete quarter | | 2022-Q2 | 2022-06-30 | | | 0.45 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | 0.71 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | 0.71 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | | 16,800,000 | 0.57 | reported discrete quarter | | 2023-Q3 | 2023-09-30 | | 17,016,000 | 0.58 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | | 16,254,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | | 20,305,000 | 0.69 | reported discrete quarter | | 2024-Q2 | 2024-06-30 | | 18,107,000 | 0.62 | reported discrete quarter | | 2024-Q3 | 2024-09-30 | | 18,578,000 | 0.63 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | | 18,941,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 79,196,000 | 22,395,000 | 0.77 | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 81,042,000 | 19,978,000 | 0.69 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 83,247,000 | 25,639,000 | 0.89 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 84,571,000 | 22,745,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 87,453,000 | 27,092,000 | 0.96 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/102212/000010221226000028/uvsp-20260331.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-04-28 Report date: 2026-03-31 Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations (All dollar amounts presented in tables are in thousands, except per share data. “BP” equates to “basis points”; "NM" equates to “not meaningful”; “—” equates to “zero” or “doesn’t round to a reportable number”; and “N/A” equates to “not applicable.” Certain prior period amounts have been reclassified to conform to the current-year presentation.) Forward-Looking Statements This report may contain forward-looking statements. When used or incorporated by reference in disclosure documents, the words "may," "will," "could," "should," "would," "believe," "anticipate," "plan," "estimate," "expect," "project," "target," and "goal," the negative of these terms and other similar expressions are intended to identify forward-looking statements, but are not the exclusive way to identify such statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may include but are not limited to: statements of goals, intentions and expectations; statements regarding business plans, prospects, growth and operating strategies; statements regarding the quality, growth and composition of loan, investment and deposit portfolios; statements regarding our financial performance, financial condition and liquidity; and estimates of our risks and future credit provision and noninterest expenses. These forward-looking statements are based on our current beliefs and expectations and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to certain risks, uncertainties and assumptions with respect to future business strategies and decisions that are subject to change, including but not limited to those set forth below: •Operating, legal and regulatory risks; •Economic, political and competitive forces; •General economic conditions, either nationally or in our market areas, that are worse than expected, included as a result of employment levels and labor shortages, and the effect of a potential recession or slowed economic growth caused by supply chain disruptions or otherwise; •Legislative, regulatory and accounting changes, including increased assessments by the Federal Deposit Insurance Corporation and changes in income tax laws and regulations; •Monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; •Demand for our financial products and services in our market area; •Major catastrophes such as earthquakes, floods or other natural or human disasters and infectious disease outbreaks, the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on us and our customers and other constituencies; •Inflation or volatility in interest rates that reduce our margins and yields, the fair value of financial instruments or our level of loan originations or prepayments on loans we have made and make or the sale of loans or other assets and/or lead to higher operating costs and higher costs to retain or attract deposits; •The imposition of tariffs or other domestic or international governmental policies and any retaliatory responses; •The impact of a potential federal government shutdown; •Fluctuations in real estate values in our market area; •A failure to maintain adequate levels of capital and liquidity to support our operations; •The availability of capital; •The composition and credit quality of our loan and investment portfolios; •Changes in the level and direction of loan delinquencies, classified and criticized loans and charge-offs and changes in estimates of the adequacy of the allowance for credit losses; •Changes in the economic assumptions or methodology utilized to calculate the allowance for credit losses; •Our ability to access cost-effective funding; •Changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio; •Our ability to implement our business strategies; •Our ability to manage market risk, credit risk, interest rate risk and operational risk and the effectiveness of our risk management processes and procedures; •Timing and amount of revenue and expenditures; •Adverse changes in the securities markets; •The impact of any military conflict, terrorist act or other geopolitical acts; •Our ability to enter new markets successfully and capitalize on growth opportunities; •Competition for loans, deposits and employees; •System failures or cyber-security breaches of our information technology infrastructure and those of our third-party service providers; 40 Table of Contents •The failure to maintain current technologies and/or to successfully implement future information technology enhancements; •Changes in investor sentiment or consumer spending, borrowing or savings behavior; •Our ability to attract and retain key employees; •Other risks and uncertainties, including those occurring in the U.S. and international financial systems; and •The risk that our analysis of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, expected or projected. These and other risk factors are more fully described in this report and in the Univest Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2025 under the section entitled "Item 1A - Risk Factors," and from time to time in other filings made by the Corporation with the SEC. These forward-looking statements speak only as of the date of the report. The Corporation expressly disclaims any obligation to publicly release any updates or revisions to reflect any change in the Corporation’s expectations with regard to any change in events, conditions or circumstances on which any such statement is based, unless otherwise required by law. Critical Accounting Policies In order to prepare the Corporation’s financial statements in conformity with U.S. generally accepted accounting principles, management is required to make estimates and assumptions that affect the amounts reported in the Corporation’s financial statements. There are uncertainties inherent in making these estimates and assumptions. Certain critical accounting policies could materially affect the results of operations and financial condition of the Corporation should changes in circumstances require a change in related estimates or assumptions. The Corporation has identified the fair value measurement of investment securities available-for-sale and the calculation of the allowance for credit losses on loans and leases as critical accounting policies. For more information on these critical accounting policies, please refer to the Corporation’s 2025 Annual Report on Form 10-K. General The Corporation is a Pennsylvania corporation, organized in 1973, and registered as a bank holding company pursuant to the Bank Holding Company Act of 1956. The Corporation owns all of the capital stock of Univest Bank and Trust Co. and is the sole member of 1876 Double Eagle, LLC. The condensed consolidated financial statements include the accounts of the Corporation and its wholly owned subsidiaries, the Bank and 1876 Double Eagle, LLC. The Bank is engaged in domestic banking services for individuals, businesses, municipalities and non-profit organizations. Through its wholly-owned subsidiaries, the Bank provides a variety of financial services throughout its markets of operation. The Bank is the parent company of Girard Investment Services, LLC, a full-service registered introducing broker-dealer and a licensed insurance agency, Girard Advisory Services, LLC, a registered investment advisory firm, and Girard Pension Services, LLC, a registered investment advisor, which provides investment consulting and management services to municipal entities. The Bank is also the parent company of Univest Insurance, LLC, an independent insurance agency, and Univest Capital, Inc., an equipment financing business. The Corporation earns revenues primarily from the margins and fees generated from lending and depository services as well as fee-based income from trust, insurance, mortgage banking, treasury management and investment services. The Corporation seeks to achieve adequate and reliable earnings through business growth while maintaining adequate levels of capital and liquidity and limiting exposure to credit and interest rate risk. 41 Table of Contents Executive Overview The Corporation’s consolidated net income, earnings per share and return on average assets and average equity were as follows: Three Months Ended March 31, Change (Dollars in thousands, except per share data) 2026 2025 Amount Percent Net income $ 27,092  $ 22,395  $ 4,697  21.0  % Net income per share: Basic $ 0.97  $ 0.77  $ 0.20  26.0  Diluted 0.96  0.77  0.19  24.7  Return on average assets 1.33  % 1.14  % 19 BP 16.7  Return on average equity 11.57  % 10.13  % 144 BP 14.2  The financial results for the three months ended March 31, 2026 included tax-free bank owned life insurance (BOLI) death benefit proceeds of $372 thousand, which represented $0.01 diluted earnings per share. In addition, the financial results for the quarter included a $427 thousand restructuring charge ($337 thousand after-tax), or $0.01 diluted earnings per share, related to the planned closure of two underutilized facilities: a financial center and a limited purpose banking office. The financial results for the three months ended March 31, 2025 included tax-free BOLI death benefit proceeds of $1.0 million, which represented $0.04 diluted earnings per share. Results of Operations Net Interest Income Net interest income is the difference between interest earned primarily on loans, leases and investment securities and interest paid on deposits, borrowings, long-term debt and subordinated notes. Net interest income is the principal source of the Corporation’s revenue. Table 1 presents the Corporation’s average balances, tax-equivalent interest income, interest expense, tax-equivalent yields earned on average assets, cost of average liabilities, and shareholders' equity on a tax-equivalent basis for the three months ended March 31, 2026 and 2025. The tax-equivalent net interest margin is tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread represents the weighted average tax-equivalent yield on interest-earning assets less the weighted average cost of interest-bearing liabilities. The effect of net interest-free funding sources represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders' equity. Table 2 analyzes the changes in the tax-equivalent net interest income for the periods broken down by their rate and volume components. Three months ended March 31, 2026 versus 2025 Net interest income on a tax-equivalent basis for the three months ended March 31, 2026 was $63.8 million, an increase of $6.7 million, or 11.7%, compared to $57.2 million for the three months ended March 31, 2025. The increase in tax-equivalent net interest income for the three months ended March 31, 2026 compared to the comparable period in the prior year was driven by higher average balances of loans and cash and cash equivalents, as well as a reduction in our cost of funds offset by higher average balances of inte [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations (All dollar amounts presented in tables are in thousands, except per share data. "BP" equates to "basis points"; "N/M" equates to "not meaningful"; "—" equates to "zero" or "doesn't round to a reportable number"; and "N/A" equates to "not applicable." Certain prior period amounts have been reclassified to conform to the current-year presentation.) The information contained in this report may contain forward-looking statements, including statements relating to the Corporation and its financial condition and results of operations that involve certain risks, uncertainties and assumptions. The Corporation's actual results may differ materially from those anticipated, expected or projected as discussed in forward-looking statements. A discussion of forward-looking statements and factors that might cause such a difference includes those discussed in Part I, "Forward-Looking Statements," Item 1A. "Risk Factors," as well as those within this Management's Discussion and Analysis ("MD&A") of Financial Condition and Results of Operations and elsewhere in this report. Critical Accounting Policies The discussion below outlines the Corporation's critical accounting policies. For further information regarding accounting policies, refer to Note 1, "Summary of Significant Accounting Policies" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K. In order to prepare the Corporation's financial statements in conformity with U.S. generally accepted accounting principles, management is required to make estimates and assumptions that affect the amounts reported in the Corporation's financial statements. There are uncertainties inherent in making these estimates and assumptions. Certain critical accounting policies could materially affect the results of operations and financial condition of the Corporation should changes in circumstances require a change in related estimates or assumptions. The Corporation has identified the fair value measurement of investment securities available-for-sale and the calculation of the allowance for credit losses on loans and leases as critical accounting policies. Fair Value Measurement of Investment Securities Available-for-Sale: The Corporation designates its investment securities as held-to-maturity, available-for-sale or trading. Each of these designations affords different treatment on the balance sheet and statement of income for market value changes affecting securities. Should evidence emerge that indicates that management's intent or ability to manage the securities as originally asserted is not supportable, securities with the held-to-maturity or available-for-sale designations may be re-categorized, which may result in adjustments to either the balance sheet or statement of income. Fair values for securities are determined using independent pricing services and market-participating brokers. The independent pricing service utilizes evaluated pricing models that vary by asset class and incorporate available trade, bid and other market information for structured securities, cash flows and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, the pricing service's evaluated pricing applications apply information as applicable through processes, such as benchmarking of like securities, sector groupings, and matrix pricing, to prepare evaluations. If at any time, the pricing service determines that it does not have sufficient verifiable information to value a particular security, the Corporation will utilize valuations from another pricing service. Management has a sufficient understanding of the third-party service's valuation models, assumptions and inputs used in determining the fair value of securities to enable management to maintain an appropriate system of internal control. Allowance for Credit Losses on Loan and Leases: The Allowance for Credit Losses ("ACL") on loans and leases uses techniques that estimate losses on pools of loans and leases that share similar risk characteristics and specifically identify losses on individual loans and leases that do not share similar risk characteristics with others. The adequacy of these allowances is sensitive to changes in current and forecasted economic conditions that may affect the ability of borrowers to make contractual payments as well as the value of the collateral securing such payments. Management utilizes a discounted cash flow ("DCF") model to calculate the present value of the expected cash flows for pools of loans and leases that share similar risk characteristics and compares the results of this calculation to the amortized cost basis to determine its allowance for credit loss balance. The key assumptions used in the model are (1) probability of default, (2) loss given default, (3) prepayment and curtailment rates, (4) recovery delay (5) reasonable and supportable economic forecasts, (6) forecast reversion period, (7) expected recoveries on charged-off loans, and (8) discount rate. Although management believes it uses the best information available to establish the ACL, future adjustments to the ACL may be necessary and the Corporation’s results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. While management believes it has established the ACL in conformity with U.S. GAAP, our regulators, in reviewing the loan portfolio, may request us to increase our ACL based on judgments different from ours. In addition, because future events affecting 30 Table of Contents borrowers and collateral cannot be predicted without uncertainty, the existing ACL may not be adequate or increases may be necessary should the quality of any loans or leases deteriorate or if there are changes to the assumptions noted above. Any material increase in the ACL would adversely affect the Corporation’s financial condition and results of operations. The following table indicates the economic factors utilized in the Corporation's CECL model. Economic Factors At December 31, 2025 At December 31, 2024 Description of Economic Factors Prepayment rates 11.27  % 11.58  % Average total portfolio rate Curtailment rates 27.93  % 28.21  % Average total portfolio rate Recovery delay 30 months 31 months Average across all pools Economic forecast Moody's downside S2 weighted 42.5%, Baseline weighted 57.5% Moody's downside S2 weighted 60%, Baseline weighted 40% Moody's US Macro Forecast Narratives for December 2025 & 2024 Unemployment rates 5.48  % 5.42  % Average of 4 quarter forecast period GDP rates 1.21  % 1.12  % Average of 4 quarter forecast period House price index (1.90) % (1.62) % Average of 4 quarter forecast period Sensitivity Analysis The below table indicates the impact to the allowance for credit losses on loans and leases if the factors described below were adjusted in the Corporation's CECL model. Increase (Decrease) ($) Adjustment Factor Prepayment rates +/- 2,000 If rates were adjusted across all pools by +/-100 basis points Curtailment rates +/- 460 If rates were adjusted across all pools by +/- 100 basis points Recovery delay  +/- 3,600 If recovery delays were adjusted by +/- 3 months across all pools Economic forecast (19,000) If Baseline forecasts were used instead of the weighted Downside/Baseline scenarios Economic forecast 28,100 If S2 Downside forecasts were used instead of the weighted Downside/Baseline scenarios Economic forecast 52,000 If S3 Downside forecasts were used instead of the weighted Downside/Baseline scenarios Unemployment rates 20,900 If rates were increased across all pools by 100 basis points Unemployment rates (18,600) If rates were decreased across all pools by 100 basis points GDP rates  +/- 2,200 If the GDP forecast inputs were adjusted by +/- 100 basis points House price index  +/- 50 If the HPI forecast inputs were adjusted by +/- 100 basis points Reversion period 650 If the reversion period was increased by 2 quarters across all pools Reversion period (775) If the reversion period was decreased by 2 quarters across all pools Readers of the Corporation’s financial statements should be aware that the estimates and assumptions used in the Corporation’s current financial statements may need to be updated in future financial presentations for changes in circumstances, business or economic conditions in order to fairly represent the condition of the Corporation at that time. General The Corporation earns revenues primarily from the margins and fees generated from lending and depository services as well as fee-based income from trust, insurance, mortgage banking, treasury management and investment services. The Corporation seeks to achieve adequate and reliable earnings through business growth while maintaining adequate levels of capital and liquidity and limiting exposure to credit and interest rate risk. 31 Table of Contents Selected Financial Data As of or For the Years Ended December 31, (Dollars in thousands, except per share data) 2025 2024 2023 2022 2021 Results of Operations Interest income $ 430,486  $ 412,355  $ 371,730  $ 252,193  $ 209,731  Interest expense 190,291  201,185  151,733  33,896  21,348  Net interest income 240,195  211,170  219,997  218,297  188,383  Provision (reversal of provision) for credit losses 11,667  5,933  10,770  12,198  (10,132) Net interest income after provision for credit losses 228,528  205,237  209,227  206,099  198,515  Noninterest income 87,861  88,055  76,824  77,885  83,224  Noninterest expense 203,039  197,992  197,362  186,774  167,409  Net income before income taxes 113,350  95,300  88,689  97,210  114,330  Income taxes 22,593  19,369  17,585  19,090  22,529  Net income $ 90,757  $ 75,931  $ 71,104  $ 78,120  $ 91,801  Financial Condition at Year End Cash and cash equivalents $ 553,712  $ 328,844  $ 249,799  $ 152,799  $ 890,150  Investment securities, net of allowance for credit losses 496,289  493,978  500,623  507,562  496,989  Net loans and leases held for investment 6,826,639  6,739,492  6,481,827  6,044,226  5,238,093  Assets 8,436,897  8,128,417  7,780,628  7,222,016  7,122,421  Deposits 7,087,313  6,759,259  6,375,781  5,913,526  6,055,124  Borrowings 323,278  385,442  465,067  440,401  213,980  Shareholders' equity 943,318  887,301  839,208  776,500  773,794  Per Common Share Data Average shares outstanding (in thousands) 28,735  29,215  29,433  29,393  29,403  Earnings per share – basic $ 3.16  $ 2.60  $ 2.42  $ 2.66  $ 3.12  Earnings per share – diluted 3.13  2.58  2.41  2.64  3.11  Dividends declared per share 0.87  0.84  0.84  0.83  0.80  Book value (at year-end) 33.50  30.55  28.44  26.53  26.23  Dividends declared to net income 27.6 % 32.3 % 34.8 % 31.2 % 25.6 % Profitability Ratios Return on average assets 1.11 % 0.96 % 0.94 % 1.12 % 1.38 % Return on average equity 9.90  8.85  8.83  10.13  12.50  Average equity to average assets 11.21  10.86  10.66  11.09  11.04  Efficiency ratio 61.3  65.7  66.0  62.4  60.9  Asset Quality Ratios Nonaccrual loans and leases to loans and leases held for investment 0.20 % 0.19 % 0.31 % 0.22 % 0.63 % Nonperforming loans and leases to loans and leases held for investment (1) 0.20  0.19  0.32  0.23  0.63  Nonperforming assets to total assets (1) 0.45  0.41  0.52  0.46  0.48  Net charge-offs to average loans and leases outstanding 0.16  0.06  0.08  0.07  —  Allowance for credit losses, loans and leases to total loans and leases held for investment 1.28  1.28  1.30  1.29  1.35  Allowance for credit losses, loans and leases to nonaccrual loans and leases 641.53  687.54  415.97  591.66  216.57  Allowance for credit losses, loans and leases to nonperforming loans and leases (1) 637.40  670.55  405.43  555.27  213.37  (1) The Corporation adopted ASU 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures" effective January 1, 2023, which eliminated the category of troubled debt restructurings. Ratios at December 31, 2022 and 2021 were restated to exclude troubled debt restructured loans from nonperforming loans and nonperforming assets. 32 Table of Contents Executive Overview The Corporation's consolidated net income, earnings per share and return on average assets and average equity were as follows: For the Years Ended December 31, Amount of Change Percent Change (Dollars in thousands, except per share data) 2025 2024 2023 2025 to 2024 2024 to 2023 2025 to 2024 2024 to 2023 Net income $ 90,757  $ 75,931  $ 71,104  $ 14,826  $ 4,827  19.5  % 6.8  % Net income per share: Basic $ 3.16  $ 2.60  $ 2.42  $ 0.56  $ 0.18  21.5  7.4  Diluted 3.13  2.58  2.41  0.55  0.17  21.3  7.1  Return on average assets 1.11 % 0.96 % 0.94 % 15 BP 2 BP 15.6  2.1  Return on average equity 9.90 % 8.85 % 8.83 % 105 BP 2 BP 11.9  0.2  2025 Overview The Corporation reported net income of $90.8 million, or $3.13 diluted earnings per share, for 2025 compared to net income of $75.9 million, or $2.58 diluted earnings per share, for 2024. The financial results for the year ended December 31, 2025 included bank owned life insurance ("BOLI") death benefit claims of $2.1 million, or $0.07 diluted earnings per share. 2024 Overview The Corporation reported net income of $75.9 million, or $2.58 diluted earnings per share, for 2024 compared to net income of $71.1 million, or $2.41 diluted earnings per share, for 2023. The financial results for the year ended December 31, 2024 included a $3.4 million net gain ($2.7 million after-tax), or $0.09 diluted earnings per share, generated from the sale of mortgage servicing rights associated with $591.1 million of serviced loans. Additionally, the financial results for the year ended December 31, 2024 included bank owned life insurance ("BOLI") death benefit claims of $241 thousand, or $0.01 diluted earnings per share. Results of Operations Net Interest Income Net interest income is the difference between interest earned primarily on loans, leases and investment securities and interest paid on deposits, borrowings, long-term debt and subordinated notes. Net interest income is the principal source of the Corporation's revenue. Table 1 presents the Corporation's average balances, tax-equivalent interest income, interest expense, tax-equivalent yields earned on average assets, cost of average liabilities, and shareholders' equity on a tax-equivalent basis for the years ended December 31, 2025, 2024 and 2023. The tax-equivalent net interest margin is tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread represents the weighted average tax-equivalent yield on interest-earning assets less the weighted average cost of interest-bearing liabilities. The effect of net interest-free funding sources represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders' equity. Table 2 analyzes the changes in the tax-equivalent net interest income for the periods broken down by their rate and volume components. 2025 versus 2024 Reported net interest income for the year ended December 31, 2025 was $240.2 million, an increase of $29.0 million, or 13.7%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2025 was $241.9 million, an increase of $29.5 million, or 13.9%, from the prior year. An increase in tax-equivalent interest income of $18.6 million was driven by increased loan yields, and increases in the average balance of average interest-earning assets, as well as a decrease of $10.9 million in interest expense, which was largely driven by a decrease in the cost of interest-bearing deposits and a decrease in the average balance of borrowings. This was offset by an increase in the average balance of deposits. The net interest margin on a tax-equivalent basis for the year ended December 31, 2025 was 3.14% compared to 2.86% for 2024. 33 Table of Contents 2024 versus 2023 Reported net interest income for the year ended December 31, 2024 was $211.2 million, a decrease of $8.8 million, or 4.0%, from the prior year. Net interest income, on a tax-equivalent basis, for the year ended December 31, 2024 was $212.3 million, a decrease of $8.9 million, or 4.0%, from the prior year. An increase in tax-equivalent interest income of $40.6 million, driven by increases in asset yields, including loan and investment yields, and increases in the average balance of average interest-earning assets was outpaced by an increase in interest expense of $49.5 million, which was largely driven by an increase in the cost of, and the average balances of, interest-bearing deposits. The net interest margin on a tax-equivalent basis for the year ended December 31, 2024 was 2.86% compared to 3.12% for 2023. The net interest margin decrease was attributable to the increase in interest rates and the liability sensitivity of the Corporation's balance sheet. 34 Table of Contents Table 1—Average Balances and Interest Rates—Tax-Equivalent Basis For the Years Ended December 31, 2025 2024 2023 (Dollars in thousands) Average Balance Income/ Expense Average Rate Average Balance Income/ Expense Average Rate Average Balance Income/ Expense Average Rate Assets: Interest-earning deposits with other banks $ 333,556  $ 13,902  4.17 % $ 220,356  $ 11,193  5.08 % $ 130,309  $ 6,660  5.11 % Obligations of states and political subdivisions* 217  4  1.84  1,447  33  2.28  2,282  62  2.72  Other debt and equity securities 496,435  15,925  3.21  495,604  14,909  3.01  505,343  14,225  2.81  Federal Home Loan Bank, Federal Reserve Bank and other stock 37,584  2,848  7.58  38,647  2,912  7.53  40,092  2,869  7.16  Total interest-earning deposits, investments and other interest-earning assets 867,792  32,679  3.77  756,054  29,047  3.84  678,026  23,816  3.51  Commercial, financial and agricultural loans 971,245  67,829  6.98  972,213  69,921  7.19  991,505  67,487  6.81  Real estate—commercial and construction loans 3,720,892  218,473  5.87  3,587,147  207,053  5.77  3,483,576  188,644  5.42  Real estate—residential loans 1,723,191  87,127  5.06  1,670,126  82,344  4.93  1,505,799  70,349  4.67  Loans to individuals 15,360  1,335  8.69  26,646  2,161  8.11  27,063  2,011  7.43  Tax-exempt loans and leases 228,478  11,951  5.23  232,020  10,157  4.38  232,501  9,597  4.13  Lease financings 176,420  12,749  7.23  189,054  12,845  6.79  178,220  11,025  6.19  Gross loans and leases 6,835,586  399,464  5.84  6,677,206  384,481  5.76  6,418,664  349,113  5.44  Total interest-earning assets 7,703,378  432,143  5.61  7,433,260  413,528  5.56  7,096,690  372,929  5.25  Cash and due from banks 57,252  57,799  58,593  Allowance for credit losses, loans and leases (87,942) (86,530) (82,474) Premises and equipment, net 46,797  48,610  51,921  Operating lease right-of-use asset 26,936  29,990  31,351  Other assets 425,134  414,578  400,977  Total assets $ 8,171,555  $ 7,897,707  $ 7,557,058  Liabilities: Interest-bearing checking deposits $ 1,281,075  $ 32,735  2.56 % $ 1,191,634  $ 32,857  2.76 % $ 1,034,327  $ 23,668  2.29 % Money market savings 1,920,600  73,424  3.82  1,801,035  80,217  4.45  1,611,169  64,153  3.98  Regular savings 720,718  4,024  0.56  740,493  3,529  0.48  871,332  3,249  0.37  Time deposits 1,485,281  61,838  4.16  1,413,589  64,266  4.55  931,944  34,979  3.75  Total time and interest-bearing deposits 5,407,674  172,021  3.18  5,146,751  180,869  3.51  4,448,772  126,049  2.83  Short-term borrowings 11,112  19  0.17  13,703  249  1.82  148,776  7,095  4.77  Long-term debt 204,452  8,778  4.29  253,733  10,942  4.31  263,877  9,464  3.59  Subordinated notes 139,584  9,473  6.79  149,007  9,125  6.12  148,507  9,125  6.14  Total borrowings 355,148  18,270  5.14  416,443  20,316  4.88  561,160  25,684  4.58  Total interest-bearing liabilities 5,762,822  190,291  3.30  5,563,194  201,185  3.62  5,009,932  151,733  3.03  Noninterest-bearing deposits 1,406,985  1,380,178  1,646,286  Operating lease liabilities 29,765  33,006  34,474  Accrued expenses and other liabilities 55,550  63,310  60,699  Total liabilities 7,255,122  7,039,688  6,751,391  Total interest-bearing liabilities and noninterest-bearing deposits ("Cost of Funds") 7,169,807  2.65  6,943,372  2.90  6,656,218  2.28  Shareholders' Equity: Common stock 157,784  157,784  157,784  Additional paid-in capital 302,243  300,644  299,804  Retained earnings and other equity 456,406  399,591  348,079  Total shareholders' equity 916,433  858,019  805,667  Total liabilities and shareholders' equity $ 8,171,555  $ 7,897,707  $ 7,557,058  Net interest income $ 241,852  $ 212,343  $ 221,196  Net interest spread 2.31  1.94  2.22  Effect of net interest-free funding sources 0.83  0.92  0.90  Net interest margin 3.14 % 2.86 % 3.12 % Ratio of average interest-earning assets to average interest-bearing liabilities 133.67 % 133.61 % 141.65 % *Obligations of states and political subdivisions are tax-exempt earning assets. Notes: For rate calculation purposes, average loan and lease categories include deferred fees and costs and purchase accounting adjustments. Net interest income includes net deferred costs amortization of $2.5 million, $2.7 million and $2.1 million for the years ended December 31, 2025, 2024 and 2023, respectively. Nonaccrual loans and leases have been included in the average loan and lease balances. Loans held for sale have been included in the average loan balances. Tax-equivalent amounts for the years ended December 31, 2025, 2024 and 2023 have been calculated using the Corporation's federal applicable rate of 21%. 35 Table of Contents Table 2—Analysis of Changes in Net Interest Income The rate-volume variance analysis set forth in the table below compares changes in tax-equivalent net interest income for the year ended December 31, 2025 compared to 2024 and for the year ended December 31, 2024 compared to 2023, indicated by their rate and volume components. The change in interest income/expense due to both volume and rate has been allocated proportionately. For the Years Ended December 31, 2025 Versus 2024 For the Years Ended December 31, 2024 Versus 2023 (Dollars in thousands) Volume Change Rate Change Total Volume Change Rate Change Total Interest income: Interest-earning deposits with other banks $ 4,982  $ (2,273) $ 2,709  $ 4,572  $ (39) $ 4,533  Obligations of states and political subdivisions (24) (5) (29) (20) (9) (29) Other debt and equity securities 25  991  1,016  (285) 969  684  Federal Home Loan Bank, Federal Reserve Bank and other stock (82) 18  (64) (104) 147  43  Interest on deposits, investments and other interest-earning assets 4,901  (1,269) 3,632  4,163  1,068  5,231  Commercial, financial and agricultural loans (69) (2,023) (2,092) (1,319) 3,753  2,434  Real estate—commercial and construction loans 7,796  3,624  11,420  5,804  12,605  18,409  Real estate—residential loans 2,614  2,169  4,783  7,943  4,052  11,995  Loans to individuals (971) 145  (826) (31) 181  150  Tax-exempt loans and leases (157) 1,951  1,794  (20) 580  560  Lease financings (894) 798  (96) 702  1,118  1,820  Interest and fees on loans and leases 8,319  6,664  14,983  13,079  22,289  35,368  Total interest income 13,220  5,395  18,615  17,242  23,357  40,599  Interest expense: Interest-bearing checking deposits 2,363  (2,485) (122) 3,911  5,278  9,189  Money market savings 5,076  (11,869) (6,793) 8,024  8,040  16,064  Regular savings (95) 590  495  (549) 829  280  Time deposits 3,196  (5,624) (2,428) 20,730  8,557  29,287  Total time and interest-bearing deposits 10,540  (19,388) (8,848) 32,116  22,704  54,820  Short-term borrowings (40) (190) (230) (4,072) (2,774) (6,846) Long-term debt (2,113) (51) (2,164) (373) 1,851  1,478  Subordinated notes (604) 952  348  —  —  —  Interest on borrowings (2,757) 711  (2,046) (4,445) (923) (5,368) Total interest expense 7,783  (18,677) (10,894) 27,671  21,781  49,452  Net interest income $ 5,437  $ 24,072  $ 29,509  $ (10,429) $ 1,576  $ (8,853) 36 Table of Contents Provision for Credit Losses The provision for credit losses for the years ended December 31, 2025, 2024 and 2023 was $11.7 million, $5.9 million and $10.8 million, respectively. Net loan and lease charge-offs for the years ended December 31, 2025, 2024, and 2023 were $11.1 million, $3.8 million and $5.4 million, respectively. The year ended December 31, 2025 included a $6.8 million net charge-off recorded on a $23.7 million commercial loan relationship. The year ended December 31, 2023 included $2.4 million in charge-offs related to two nonaccrual commercial loans to one borrower. The following table details information pertaining to the Corporation's allowance for credit losses on loans and leases as a percentage of loans and leases held for investment at the dates indicated. At December 31, (Dollars in thousands) 2025 2024 2023 Allowance for credit losses, loans and leases $ 88,165  $ 87,091  $ 85,387  Loans and leases held for investment 6,914,804  6,826,583  6,567,214  Allowance for credit losses, loans and leases / loans and leases held for investment 1.28  % 1.28  % 1.30  % Noninterest Income The following table presents noninterest income for the years ended December 31, 2025, 2024 and 2023: For the Years Ended December 31, $ Change % Change (Dollars in thousands) 2025 2024 2023 2025 to 2024 2024 to 2023 2025 to 2024 2024 to 2023 Trust fee income $ 8,853  $ 8,491  $ 7,732  $ 362  $ 759  4.3  % 9.8  % Service charges on deposit accounts 8,991  8,082  7,048  909  1,034  11.2  14.7  Investment advisory commission and fee income 22,799  21,208  18,864  1,591  2,344  7.5  12.4  Insurance commission and fee income 22,443  22,349  21,043  94  1,306  0.4  6.2  Other service fee income 10,938  14,747  12,381  (3,809) 2,366  (25.8) 19.1  Bank owned life insurance income 5,849  3,861  3,185  1,988  676  51.5  21.2  Net gain on sales of investment securities —  18  —  (18) 18  N/M N/M Net gain on mortgage banking activities 3,362  5,265  3,689  (1,903) 1,576  (36.1) 42.7  Other income 4,626  4,034  2,882  592  1,152  14.7  40.0  Total noninterest income $ 87,861  $ 88,055  $ 76,824  $ (194) $ 11,231  (0.2) % 14.6  % 2025 versus 2024 Noninterest income for the year ended December 31, 2025 was $87.9 million, a decrease of $194 thousand, or 0.2%, compared to 2024. Other service fee income decreased $3.8 million, or 25.8%, for the year ended December 31, 2025, primarily due to the net gain of $3.4 million generated from the sale of mortgage servicing rights associated with $591.1 million of serviced loans in the first quarter of 2024. Net gain on mortgage banking activities decreased $1.9 million, or 36.1%, for the year ended December 31, 2025, primarily due to decreased salable volume and lower margins. BOLI income increased $2.0 million, or 51.5%, for the year ended December 31, 2025, primarily due to death benefit claims of $2.1 million received during the year. Investment advisory commission and fee income increased $1.6 million, or 7.5%, for the year ended December 31, 2025, primarily due to increased assets under management and supervision driven by market appreciation. Service charges on deposit accounts increased $909 thousand, or 11.2%, for the year ended December 31, 2025, primarily due to an increase of $976 thousand in treasury management fees. Other income increased $592 thousand, or 14.7%, for the year ended December 31, 2025, primarily driven by a $620 thousand increase in fees on risk participation agreements for interest rate swaps due to increased demand. 37 Table of Contents 2024 versus 2023 Noninterest income for the year ended December 31, 2024 was $88.1 million, an increase of $11.2 million, or 14.6%, compared to 2023. Other service fee income increased $2.4 million, or 19.1%, for the year ended December 31, 2024, primarily due to the net gain of $3.4 million generated from the sale of mortgage servicing rights associated with $591.1 million of serviced loans in the first quarter of 2024, partially offset by a $966 thousand decrease in servicing fees associated with these loans. Investment advisory commission and fee income increased $2.3 million, or 12.4%, for the year ended December 31, 2024, primarily due to increased assets under management and supervision driven by new business and market appreciation. Net gain on mortgage banking activities increased $1.6 million, or 42.7%, for the year ended December 31, 2024, primarily due to increased salable volume and favorable margins. Insurance commission and fee income increased $1.3 million, or 6.2%, for the year ended December 31, 2024, primarily due to increases of $1.0 million in premiums for commercial lines and $435 thousand in contingent commission income. Service charges on deposit accounts increased $1.0 million, or 14.7%, for the year ended December 31, 2024, primarily due to an increase of $950 thousand in treasury management fees. Other income increased $1.2 million, or 40.0%, for the year ended December 31, 2024. Gains on the sale of Small Business Administration loans increased $1.9 million due to increased sale volume, partially offset by a $605 thousand decrease in interest rate swap income due to decreased demand. Noninterest Expense The following table presents noninterest expense for the years ended December 31, 2025, 2024 and 2023: For the Years Ended December 31, $ Change % Change (Dollars in thousands) 2025 2024 2022 2025 to 2024 2024 to 2023 2025 to 2024 2024 to 2023 Salaries, benefits and commissions $ 127,023  $ 123,745  $ 120,188  $ 3,278  $ 3,557  2.6  % 3.0  % Net occupancy 11,149  11,025  10,686  124  339  1.1  3.2  Equipment 4,293  4,453  4,132  (160) 321  (3.6) 7.8  Data processing 17,425  16,956  16,799  469  157  2.8  0.9  Professional fees 7,217  6,402  7,141  815  (739) 12.7  (10.3) Marketing and advertising 1,653  2,173  2,180  (520) (7) (23.9) (0.3) Deposit insurance premiums 4,526  4,432  4,825  94  (393) 2.1  (8.1) Intangible expenses 469  694  938  (225) (244) (32.4) (26.0) Restructuring charges —  —  1,519  —  (1,519) N/M N/M Other expense 29,284  28,112  28,954  1,172  (842) 4.2  (2.9) Total noninterest expense $ 203,039  $ 197,992  $ 197,362  $ 5,047  $ 630  2.5  % 0.3  % 2025 versus 2024 Noninterest expense for the year ended December 31, 2025 was $203.0 million, an increase of $5.0 million, or 2.5%, compared to 2024. Salaries, benefits and commissions increased $3.3 million, or 2.6%, for the year ended December 31, 2025, primarily due to annual merit increases and an increase in incentive compensation due to increased profitability, partially offset by an increase in capitalized compensation driven by higher loan production. Other expense increased $1.2 million, or 4.2%, for the year ended December 31, 2025, primarily driven by a $1.5 million increase in loan workout fees, partially offset by decrease in retirement plan costs of $463 thousand. Professional fees increased $815 thousand, or 12.7%, for the year ended December 31, 2025, due to increases of $563 thousand of consulting fees for data integration resources and $156 thousand for legal fees. 2024 versus 2023 Noninterest expense for the year ended December 31, 2024 was $198.0 million, an increase of $630 thousand, or 0.3%, compared to 2023. 38 Table of Contents Salaries, benefits and commissions increased $3.6 million, or 3.0%, for the year ended December 31, 2024, primarily due to an increase in incentive compensation due to increased profitability in the current year. Professional fees decreased $739 thousand, or 10.3%, for the year ended December 31, 2024, primarily due to a decrease of $1.0 million of consulting fees due to the costs of implementing our digital initiative in the prior year. Other expense decreased $842 thousand, or 2.9%, primarily driven by decreases in retirement plan costs of $857 thousand. Additionally, the year ended December 31, 2023 included $1.5 million in restructuring charges associated with the Corporation's financial service center optimization and expense management strategies deployed in response to macroeconomic headwinds. Tax Provision The provision for income taxes was $22.6 million, $19.4 million and $17.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, at effective rates of 19.9%, 20.3% and 19.8%, respectively. The effective tax rates reflected the benefits of tax-exempt income from investments in municipal securities and loans and leases. Excluding this impact, the effective tax rates were 21.7%, 22.1% and 21.7% for the years ended December 31, 2025, 2024 and 2023, respectively. The decrease in the effective tax rate for 2025 compared to 2024 was primarily due to the favorable impact from the proceeds of BOLI death benefits. The increase in the effective tax rate for 2024 compared to 2023 was primarily due to increases in state tax rates and the impact of stock-based compensation during the year. Financial Condition ASSETS The following table presents assets at the dates indicated: At December 31, (Dollars in thousands) 2025 2024 $ Change % Change Cash and cash equivalents $ 553,712  $ 328,844  $ 224,868  68.4  % Investment securities, net of allowance for credit losses 496,289  493,978  2,311  0.5  Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost 37,808  38,980  (1,172) (3.0) Loans held for sale 15,288  16,653  (1,365) (8.2) Loans and leases held for investment 6,914,804  6,826,583  88,221  1.3  Allowance for credit losses, loans and leases (88,165) (87,091) (1,074) 1.2  Premises and equipment, net 45,554  46,671  (1,117) (2.4) Operating lease right-of-use asset 25,795  28,531  (2,736) (9.6) Goodwill and other intangibles, net 182,838  183,819  (981) (0.5) Bank owned life insurance 140,001  139,351  650  0.5  Accrued interest receivable and other assets 112,973  112,098  875  0.8  Total assets $ 8,436,897  $ 8,128,417  $ 308,480  3.8  % Cash and Interest-Earning Deposits Cash and interest-earning deposits increased $224.9 million, or 68.4%, from December 31, 2024, primarily due to increased interest-earning deposits at the Federal Reserve Bank of $231.7 million due to increases in deposits outpacing loan growth, partially offset by the repayment of subordinated notes and long-term debt. Investment Securities Total investment securities at December 31, 2025 increased $2.3 million, or 0.5%, from December 31, 2024. Purchases of $60.3 million, which were primarily residential mortgage-backed securities, increases in the fair value of available-for-sale investment securities of $17.2 million and a reversal of provision for credit losses of $828 thousand were partially offset by maturities and pay-downs of $68.1 million, sales of $6.9 million and net amortization of purchased premiums and discounts of $1.0 million. 39 Table of Contents Table 3—Investment Securities The following table shows the carrying amount of investment securities, net of allowance for credit losses, at the dates indicated. Held-to-maturity, available-for-sale and equity security portfolios are combined. At December 31, (Dollars in thousands) 2025 2024 2023 State and political subdivisions $ —  $ 1,295  $ 2,301  Residential mortgage-backed securities 412,604  417,492  410,329  Collateralized mortgage obligations 1,368  1,685  2,001  Corporate bonds 80,303  71,000  82,699  Equity securities 2,014  2,506  3,293  Total investment securities $ 496,289  $ 493,978  $ 500,623  Table 4—Investment Securities (Yields) The following table shows the maturity distribution and weighted average yields of investment securities at amortized cost at December 31, 2025. Expected maturities may differ from contractual maturities because debt issuers may have the right to call or prepay obligations without call or prepayment penalties. Therefore, the stated yield may not be recognized in future periods. Additionally, residential mortgage-backed securities, which are collateralized by residential mortgage loans, typically prepay at a rate faster than the stated maturity. The weighted average yield is calculated by dividing income, which has not been tax effected on tax-exempt obligations, within each contractual maturity range by the outstanding amount of the related investment. Held-to-maturity and available-for-sale portfolios are combined, net of allowance for credit losses. 1 Year or less After 1 Year to 5 Years After 5 Years to 10 Years After 10 Years (Dollars in thousands) Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield Amortized Cost Weighted Average Yield Residential mortgage-backed securities $ —  —  % $ 644  2.44  % $ 24,543  2.43  % $ 412,023  2.95  % Collateralized mortgage obligations —  —  71  2.44  —  —  1,371  1.57  Corporate bonds 7,482  2.09  75,366  4.09  —  —  —  —  Total held-to- maturity and available-for-sale investment securities $ 7,482  2.09  % $ 76,081  4.08  % $ 24,543  2.43  % $ 413,394  2.95  % At December 31, 2025, the Corporation had no reportable investments in any single issuer representing more than 10% of shareholders' equity. Loans and Leases Gross loans and leases held for investment at December 31, 2025 increased $88.2 million, or 1.3%, from December 31, 2024. The growth in gross loans and leases held for investment was primarily due to increases in construction, commercial real estate and home equity loans, partially offset by decreases in commercial and residential mortgage loans and lease financings. 40 Table of Contents Table 5—Loan and Lease Maturities and Sensitivity to Changes in Interest Rates The following table presents the maturity schedule of the loan and lease portfolio at December 31, 2025. Loans with variable rates or floating interest rates include adjustable rate instruments that may have longer than one month, and in some instances, multiple years of a fixed rate interest period. (Dollars in thousands) Total Due in One Year or Less Due after One Year to Five Years Due After Five Years to Fifteen Years Due After Fifteen Years Loans and leases with fixed predetermined interest rates: Commercial, financial and agricultural $ 195,444  $ 15,112  $ 151,804  $ 17,909  $ 10,619  Real estate-commercial 1,371,487  264,694  1,048,537  47,646  10,610  Real estate-construction 37,978  15,666  15,226  4,267  2,819  Real estate-residential secured for business purpose 183,286  37,268  139,334  6,684  —  Real estate-residential secured for personal purpose 56,413  2,060  9,908  12,874  31,571  Real estate-home equity secured for personal purpose 5,877  746  765  4,366  —  Loans to individuals 9,898  5,932  3,558  217  191  Lease financings 232,066  9,338  209,181  13,547  —  Loans and leases with fixed predetermined interest rates $ 2,092,449  $ 350,816  $ 1,578,313  $ 107,510  $ 55,810  Loans and leases with variable or floating interest rates: Commercial, financial and agricultural $ 831,990  $ 725,458  $ 79,373  $ 27,159  $ —  Real estate-commercial 2,250,049  1,355,076  891,932  3,041  —  Real estate-construction 268,815  174,455  59,557  34,803  —  Real estate-residential secured for business purpose 370,892  108,820  261,821  251  —  Real estate-residential secured for personal purpose 903,197  27,872  200,239  675,086  —  Real estate-home equity secured for personal purpose 194,517  193,821  696  —  —  Loans to individuals 2,895  2,789  6  84  16  Loans with variable or floating interest rates $ 4,822,355  $ 2,588,291  $ 1,493,624  $ 740,424  $ 16  Total gross loans and leases held for investment $ 6,914,804  $ 2,939,107  $ 3,071,937  $ 847,934  $ 55,826  Asset Quality The Bank's strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans and leases. Performance of the loan and lease portfolio is monitored on a regular basis by Bank management and lending officers. Nonaccrual loans and leases are loans or leases for which it is probable that not all principal and interest payments due will be collectible in accordance with the original contractual terms. Factors considered by management in determining accrual status include payment status, borrower cash flows, collateral value and the probability of collecting scheduled principal and interest payments when due. At December 31, 2025, nonaccrual loans and leases were $13.7 million and had a related allowance for credit losses on loans and leases of $3.0 million. At December 31, 2024, nonaccrual loans and leases were $12.7 million and had a related allowance for credit losses on loans and leases of $1.9 million. During the second quarter of 2025, a $23.7 million commercial loan relationship was placed on nonaccrual status due to, among other things, suspected fraud. Subsequent to the relationship being placed on nonaccrual status, a $7.3 million charge-off was recognized during the second quarter. During the third quarter of 2025, a $1.4 million residential property associated with this relationship was transferred to other real estate owned. During the fourth quarter, loans totaling $13.9 million associated with this relationship were paid off and a $449 thousand recovery was recognized. As of December 31, 2025, the $1.4 million residential property remains in other real estate owned and the carrying value of the asset is supported by the appraised value of real estate collateral. Individual reserves have been established based on current facts and management's judgments about the ultimate outcome of these credits, including the most recent known data available on any related underlying collateral and the borrower's cash flows. The amount of individual reserve needed for these credits could change in future periods subject to changes in facts and judgments related to these credits. 41 Table of Contents Net loan and lease charge-offs for the year ended December 31, 2025 were $11.1 million compared to net loan and lease charge-offs of $3.8 million for the year ended December 31, 2024. Net charge-offs for the year ended December 31, 2025 included a $6.8 million net charge-off recorded on a $23.7 million commercial loan relationship. Other real estate owned was $23.9 million at December 31, 2025, compared to $20.1 million at December 31, 2024. During the year ended December 31, 2025, two nonaccrual residential real estate loans with a total carrying value of $3.9 million were transferred to OREO. Additionally, during the year ended December 31, 2025, two residential real estate properties with a total carrying value of $226 thousand were sold. Additionally, write-downs on repossessed assets totaled $44 thousand during the year. Repossessed assets were $65 thousand at December 31, 2025, compared to $76 thousand at December 31, 2024. During the year ended December 31, 2025, repossessed assets totaling $143 thousand were acquired and repossessed assets totaling $105 thousand were sold. Table 6—Nonaccrual and Past Due Loans and Leases; Other Real Estate Owned; Repossessed Assets; and Related Ratios The following table details information pertaining to the Corporation's nonperforming assets at the dates indicated. At December 31, (Dollars in thousands) 2025 2024 2023 Nonaccrual loans held for sale $ —  $ —  $ 8  Nonaccrual loans and leases held for investment 13,743  12,667  20,519  Accruing loans and leases, 90 days or more past due 89  321  534  Total nonperforming loans and leases $ 13,832  $ 12,988  $ 21,061  Other real estate owned 23,926  20,141  19,032  Repossessed assets 65  76  —  Total nonperforming assets $ 37,823  $ 33,205  $ 40,093  Loans and leases held for investment $ 6,914,804  $ 6,826,583  $ 6,567,214  Allowance for credit losses, loans and leases 88,165  87,091  85,387  Nonaccrual loans and leases with partial charge-offs 1,532  273  814  Reserves on individually analyzed loans 3,022  1,945  1,787  Allowance for credit losses, loans and leases / loans and leases held for investment 1.28 % 1.28 % 1.30 % Nonaccrual loans and leases / loans and leases held for investment 0.20 % 0.19 % 0.31 % Allowance for credit losses, loans and leases / nonaccrual loans and leases 641.53 % 687.54 % 415.97 % 42 Table of Contents Table 7—Loan Portfolio Overview The following table provides summarized detail related to outstanding commercial loan balances segmented by industry description as of December 31, 2025: (Dollars in thousands) December 31, 2025 Industry Description Total Outstanding Balance % of Commercial Loan Portfolio CRE - Retail $ 437,864  7.9  % Animal Production 428,809  7.8  CRE - Multi-family 383,688  7.0  CRE - 1-4 Family Residential Investment 277,643  5.0  Hotels & Motels (Accommodation) 259,170  4.7  CRE - Office 244,534  4.4  CRE - Industrial / Warehouse 222,619  4.0  Specialty Trade Contractors 209,450  3.8  Nursing and Residential Care Facilities 163,938  3.0  Homebuilding (tract developers, remodelers) 150,906  2.7  Merchant Wholesalers, Durable Goods 137,124  2.5  Crop Production 135,818  2.5  Repair and Maintenance 124,570  2.3  Motor Vehicle and Parts Dealers 116,657  2.1  CRE - Mixed-Use - Commercial 114,659  2.1  CRE - Mixed-Use - Residential 108,517  2.0  Administrative and Support Services 99,083  1.8  Wood Product Manufacturing 98,771  1.8  Real Estate Lenders, Secondary Market Financing 93,066  1.7  Professional, Scientific, and Technical Services 92,883  1.7  Food Services and Drinking Places 90,211  1.6  Fabricated Metal Product Manufacturing 79,947  1.5  Merchant Wholesalers, Nondurable Goods 79,922  1.5  Education 78,031  1.4  Amusement, Gambling, and Recreation Industries 76,874  1.4  Religious Organizations, Advocacy Groups 65,397  1.2  Miniwarehouse / Self-Storage 63,371  1.2  Personal and Laundry Services 62,052  1.1  Food Manufacturing 59,804  1.1  Machinery Manufacturing 52,598  1.0  Industries with $50 million in outstandings $ 4,607,976  83.6  % Industries with $50 million in outstandings $ 901,965  16.4  % Total Commercial Loans $ 5,509,941  100.0  % Consumer Loans and Lease Financings Total Outstanding Balance Real Estate-Residential Secured for Personal Purpose $ 959,610  Real Estate-Home Equity Secured for Personal Purpose 200,394  Loans to Individuals 12,793  Lease Financings 232,066  Total Consumer Loans and Lease Financings $ 1,404,863  Total $ 6,914,804  43 Table of Contents Table 8—Summary of Loan and Lease Loss Experience The following table presents average loans and leases and loan and lease loss experience for the periods indicated.  For the Years Ended December 31, 2025 2024 2023 (Dollars in thousands) Average Loans Net Charge-offs (Recoveries) Net Charge-offs (Recoveries) to Average Loans Average Loans Net Charge-offs (Recoveries) Net Charge-offs (Recoveries) to Average Loans Average Loans Net Charge-offs (Recoveries) Net Charge-offs (Recoveries) to Average Loans Commercial, financial and agricultural $ 1,041,998  $ 8,444  0.81  % $ 1,035,684  $ 2,329  0.22  % $ 1,056,025  $ 4,510  0.43  % Real estate-commercial 3,520,879  1,147  0.03  3,367,837  21  —  3,182,965  37  —  Real estate-construction 300,136  —  —  329,218  500  0.15  414,567  206  0.05  Real estate-residential secured for business purpose 539,146  —  —  528,631  (235) (0.04) 505,240  (135) (0.03) Real estate-residential secured for personal purpose 990,788  35  —  960,915  (134) (0.01) 826,943  —  —  Real estate-home equity secured for personal purpose 193,257  (2) —  180,579  (46) (0.03) 175,395  2  —  Loans to individuals 15,360  675  4.39  26,645  828  3.11  27,063  426  1.57  Lease financings 234,022  819  0.35  247,697  539  0.22  230,466  351  0.15  Total $ 6,835,586  $ 11,118  0.16  % $ 6,677,206  $ 3,802  0.06  % $ 6,418,664  $ 5,397  0.08  % During the year ended December 31, 2025, the Corporation recorded charge-offs of $7.3 million related to a $23.7 million commercial loan relationship. During the year ended December 31, 2024, the Corporation recorded charge-offs of $900 thousand related to five commercial loan relationships. During the year ended December 31, 2023, the Corporation recorded charge-offs of $2.4 million related to two nonaccrual commercial loans to one borrower totaling $5.9 million. Table 9—Allowance for Credit Losses On Loans and Leases The following table summarizes the allocation of the allowance for credit losses on loans and leases, and the percentage of loans and leases in each major loan category to total loans and leases held for investment at the dates indicated. At December 31, 2025 2024 (Dollars in thousands) ACL % of ACL to Total ACL % of Loans to Total Loans ACL % of ACL to Total ACL % of Loans to Total Loans Commercial, financial and agricultural $ 16,983  19.3  % 14.9  % $ 16,079  18.5  % 15.2  % Real estate-commercial 47,166  53.5  52.4  46,867  53.8  51.7  Real estate-construction 5,475  6.2  4.4  4,924  5.7  4.0  Real estate-residential secured for business purpose 7,600  8.6  8.0  7,491  8.6  7.9  Real estate-residential secured for personal purpose 6,341  7.2  13.9  7,222  8.3  14.6  Real estate-home equity secured for personal purpose 1,638  1.9  2.9  1,706  2.0  2.7  Loans to individuals 348  0.4  0.2  342  0.4  0.3  Lease financings 2,614  3.0  3.4  2,460  2.8  3.6  Total $ 88,165  100.0  % 100.0  % $ 87,091  100.0  % 100.0  % At December 31, 2025, the allowance for credit losses on individually analyzed loans was $3.0 million, or 22.9% of the balance of individually analyzed loans of $13.2 million. At December 31, 2024, the allowance for credit losses on individually analyzed loans was $1.9 million, or 16.1% of the balance of individually analyzed loans of $12.1 million. Goodwill and Other Intangible Assets Goodwill and other intangible assets have been recorded on the books of the Corporation in connection with acquisitions. There was no impairment of goodwill or identifiable intangibles recorded during 2023 through 2025. There can be no assurance that future impairment assessments or tests will not result in a charge to earnings. 44 Table of Contents LIABILITIES The following table presents liabilities at the dates indicated: At December 31, (Dollars in thousands) 2025 2024 $ Change % Change Deposits $ 7,087,313  $ 6,759,259  $ 328,054  4.9  % Short-term borrowings 24,411  11,181  13,230  118.3  Long-term debt 200,000  225,000  (25,000) (11.1) Subordinated notes 98,867  149,261  (50,394) (33.8) Operating lease liabilities 28,531  31,485  (2,954) (9.4) Accrued interest payable and other liabilities 54,457  64,930  (10,473) (16.1)   Total liabilities $ 7,493,579  $ 7,241,116  $ 252,463  3.5  % Deposits Total deposits increased $328.1 million, or 4.9%, from December 31, 2024, primarily due to increases in commercial, brokered and public funds deposits, partially offset by a decrease in consumer deposits. At December 31, 2025, noninterest-bearing deposits totaled $1.4 billion and represented 20.2% of total deposits, compared to $1.4 billion representing 20.9% at December 31, 2024. Unprotected deposits, which excludes insured, internal, and collateralized deposit accounts, totaled $1.6 billion and $1.5 billion at December 31, 2025 and 2024, respectively. This represented 23.2% of total deposits at December 31, 2025 compared to 22.0% at December 31, 2024. Table 10—Deposits The following table summarizes the average amount of deposits for the periods indicated: For the Years Ended December 31, (Dollars in thousands) 2025 2024 2023 Noninterest-bearing deposits $ 1,406,985  $ 1,380,178  $ 1,646,286  Interest-bearing checking deposits 1,281,075  1,191,634  1,034,327  Money market savings 1,920,600  1,801,035  1,611,169  Regular savings 720,718  740,493  871,332  Time deposits 1,485,281  1,413,589  931,944  Total average deposits $ 6,814,659  $ 6,526,929  $ 6,095,058  At December 31, 2025 and 2024, the Corporation had $3.4 billion and $3.2 billion, respectively, in uninsured deposits in excess of the FDIC insurance limit of $250,000. At December 31, 2025 and 2024, the Corporation had $281.9 million and $276.0 million, respectively, in time deposits in excess of $250,000 maturing disclosed in the table below. Brokered deposits in the amount of $405.1 million and $360.0 million at December 31, 2025 and December 31, 2024, respectively, are not included in time deposits more than $250,000. (Dollars in thousands) For the Years Ended December 31, Maturity Period 2025 2024 Due Three Months or Less $ 108,462  $ 76,621  Due Over Three Months to Six Months 81,603  94,290  Due Over Six Months to Twelve Months 76,954  81,338  Due Over Twelve Months 14,864  23,734  Total $ 281,883  $ 275,983  45 Table of Contents Borrowings Total borrowings decreased $62.2 million from December 31, 2024, primarily due to a $100.0 million redemption of previously issued subordinated notes partially offset by $50.0 million aggregate principal amount fixed-to-floating rate subordinated notes issued in the third quarter of 2025, and pay-downs of $25.0 million in long-term debt. These decreases were partially offset by an increase of $13.2 million in customer repurchase agreements. Short-term borrowings at December 31, 2025 consisted of $24.4 million of customer repurchase agreements. Long-term debt at December 31, 2025 consisted of $200.0 million of FHLB advances and $98.9 million of subordinated notes. At December 31, 2025 and 2024, the Bank had outstanding short-term letters of credit with the FHLB totaling $1.4 billion and $1.3 billion, respectively, which were utilized to collateralize public fund deposits and other secured deposits. Other Liabilities Other liabilities decreased $10.5 million, or 16.1%, from December 31, 2024, primarily due to a decrease in accrued interest payable on time deposits. SHAREHOLDERS' EQUITY The following table presents total shareholders' equity at the dates indicated: At December 31, (Dollars in thousands) 2025 2024 $ Change % Change Common stock $ 157,784  $ 157,784  $ —  —  % Additional paid-in capital 304,021  302,829  1,192  0.4  Retained earnings 591,202  525,780  65,422  12.4  Accumulated other comprehensive loss (25,467) (43,992) 18,525  (42.1) Treasury stock (84,222) (55,100) (29,122) 52.9    Total shareholders' equity $ 943,318  $ 887,301  $ 56,017  6.3  % The increase in shareholders' equity at December 31, 2025 of $56.0 million from December 31, 2024 was primarily related to an increase in retained earnings of $65.4 million. Retained earnings was impacted by net income of $90.8 million, partially offset by $25.0 million in cash dividends paid during the year. Accumulated other comprehensive loss decreased by $18.5 million, which was primarily attributable to increases in the fair value of available-for-sale investment securities of $13.6 million, net of tax, and an increase in unrecognized actuarial losses related to the Corporation's pension plan of $3.9 million, net of tax. Treasury stock increased $29.1 million from December 31, 2024, related to repurchases of 1,129,217 shares at a cost of $34.6 million, offset by $5.5 million of stock issued under the dividend reinvestment plan and employee stock purchase plan, and stock-based incentive plan activity. Discussion of Segments The Corporation has three operating segments: Banking, Wealth Management and Insurance. Detailed segment information appears in Note 23, "Segment Reporting" included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K. The Banking segment reported pre-tax income of $115.6 million in 2025, $96.1 million in 2024 and $90.3 million in 2023. See the section of this Management's Discussion and Analysis under the heading "Results of Operations" and "Financial Condition" for a discussion of the key items impacting the Banking Segment. The Wealth Management segment reported pre-tax income of $8.3 million in 2025, $6.1 million in 2024 and $5.0 million in 2023, which included noninterest income of $31.9 million in 2025, $29.9 million in 2024 and $26.8 million in 2023. Noninterest expense was $23.7 million in 2025, $23.9 million in 2024 and $21.8 million in 2023. The increases in noninterest income from 2024 and 2023 were primarily due to new customer relationships and appreciation of assets under management and supervision. Noninterest expense in 2025 compared to 2024 was relatively unchanged, while the increase in noninterest expense from 2023 to 2024 was primarily due to increases in salaries and commissions. Wealth Management assets under management and supervision were $5.9 billion as of December 31, 2025, $5.2 billion as of December 31, 2024 and $4.7 billion as of December 31, 2023. 46 Table of Contents The Insurance segment reported pre-tax income of $5.5 million in 2025, $5.7 million in 2024 and $5.1 million in 2023, which included noninterest income of $22.5 million in 2025 and 2024 and $21.5 million in 2023. Noninterest expense was $16.9 million in 2025, $16.7 million in 2024 and $16.4 million in 2023. Noninterest income in 2025 compared to 2024 was relatively unchanged, reflecting an increase in revenue from commercial lines of $672 thousand being offset by a decrease in contingent commission income of $691 thousand. The increases in noninterest expense were primarily due to increases in salaries and commissions. Capital Adequacy Capital guidelines assign minimum capital requirements for categories of assets depending on their assigned risks. The components of risk-based capital for the Corporation are Tier 1 and Tier 2. At December 31, 2025, the Corporation had a Tier 1 risk-based capital ratio of 11.22% and total risk-based capital ratio of 13.86%. At December 31, 2024, the Corporation had a Tier 1 capital ratio of 10.85% and total risk-based capital ratio of 14.19%. The Corporation continues to be in the "well-capitalized" category under regulatory standards. Details on the capital ratios can be found in Note 21, "Regulatory Matters," included in the Notes to the Consolidated Financial Statements under Item 8 of this Form 10-K along with a discussion on dividend and other restrictions. Asset/Liability Management The primary functions of Asset/Liability Management are to minimize interest rate risk and to ensure adequate earnings, capital and liquidity while maintaining an appropriate balance of interest-earning assets and interest-bearing liabilities. Management's objective with regard to interest rate risk is to understand the Corporation's sensitivity to changes in interest rates and develop and implement strategies to minimize volatility while maximizing net interest income. The Corporation uses gap analysis and earnings at risk simulation modeling to quantify exposure to interest rate risk. The Corporation uses the gap analysis to identify and monitor long-term rate exposure and uses a risk simulation model to measure short-term rate exposure. The Corporation runs various earnings simulation scenarios to quantify the impact of declining or rising interest rates on net interest income over a one-year and two-year horizon. The simulations use expected cash flows and repricing characteristics for all financial instruments at a point in time and incorporate company-developed, market-based assumptions regarding growth, pricing, and optionality such as prepayment speeds. As interest rates increase, fixed-rate assets tend to decrease in value; conversely, as interest rates decline, fixed-rate assets tend to increase in value. Interest Rate Sensitivity Interest rate sensitivity is a function of the repricing characteristics of the Corporation's assets and liabilities. Minimizing the balance sheet's maturity and repricing risk is a continual focus. The Corporation uses a variety of techniques to assist in identifying and evaluating the potential range of risk, including a maturity/repricing gap analysis as well as an Earnings at Risk analysis under various interest rate scenarios. The gap analysis identifies repricing gaps in the Corporation’s balance sheet. All assets and liabilities are modeled to reflect some level of behavioral optionality, such as prepayments on loans, early call features on investments or potential pricing change and/or product change to interest-bearing deposits. The Corporation projects all noninterest-bearing deposits to be considered non-rate sensitive, while utilizing an all-encompassing deposit beta assumption that captures changes in interest expense that may occur as interest rates change or balances shift into other products. These assumptions are based upon historic behavior; however, they are inherently uncertain and thus cannot precisely predict the impact of changes in interest rates. While actual results will differ from simulated results due to customer behavioral change and/or market and regulatory influences, the following models are important tools to guide management. 47 Table of Contents Table 11—Interest Rate Sensitivity Gap Analysis The following table presents the Corporation's gap analysis at December 31, 2025: (Dollars in thousands) Within Three Months After Three Months to Twelve Months After One Year to Five Years Over Five Years Non-Rate Sensitive Total Assets: Cash and due from banks $ —  $ —  $ —  $ —  $ 63,579  $ 63,579  Interest-earning deposits with other banks 490,133  --- --- --- --- 490,133  Investment securities, net of allowance for credit losses 70,003  43,901  181,185  223,208  (22,008) 496,289  Federal Home Loan Bank, Federal Reserve Bank and other stock, at cost --- --- --- --- 37,808  37,808  Loans held for sale 11,058  --- --- --- 4,230  15,288  Loans and leases, net of allowance for credit losses 2,551,201  704,999  2,997,771  647,660  (74,992) 6,826,639  Other assets --- --- --- --- 507,161  507,161  Total assets $ 3,122,395  $ 748,900  $ 3,178,956  $ 870,868  $ 515,778  $ 8,436,897  Liabilities and shareholders' equity: Noninterest-bearing deposits  $ ---  $ ---  $ ---  $ --- $ 1,431,974  $ 1,431,974  Interest-bearing demand deposits 3,478,924  --- --- --- --- 3,478,924  Savings deposits 762,130  --- --- --- --- 762,130  Time deposits 375,740  584,127  454,038  380  --- 1,414,285  Borrowings 73,278  50,000  200,000  --- --- 323,278  Other liabilities --- --- --- --- 82,988  82,988  Shareholders' equity --- --- --- --- 943,318  943,318  Total liabilities and shareholders' equity $ 4,690,072  $ 634,127  $ 654,038  $ 380  $ 2,458,280  $ 8,436,897  Incremental gap $ (1,567,677) $ 114,773  $ 2,524,918  $ 870,488  $ (1,942,502) Cumulative gap $ (1,567,677) $ (1,452,904) $ 1,072,014  $ 1,942,502  Cumulative gap as a percentage of interest-earning assets (19.7 %) (18.3 %) 13.5 % 24.4 % The table above indicates that the Corporation holds a greater amount of liabilities that have the opportunity to reprice over assets in the next twelve months. This table is limited as it does not take into consideration the magnitude of the repricing change in relation to interest rate changes. Further, the estimated sensitivities are based upon a number of assumptions, including the timing and magnitude of interest rate changes, prepayments on loans receivable and securities, pricing strategies on loans receivable and deposits, and replacement of asset and liability cash flows. While the assumptions used are bank specific and based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions, including how customer preferences or competitor influences might change. Table 12—Net Interest Income - Summary of Earnings at Risk Simulation Management also performs a simulation of net interest income to measure interest rate exposure. The following table demonstrates the anticipated impact of an instantaneous and parallel interest rate shift, or "shock," to the yield curve on the Corporation's net interest income over the next twelve months. This simulation incorporates the same assumptions noted above and assumes a static balance sheet with no incremental growth in interest-earning assets or interest-bearing liabilities over the next twelve months. 48 Table of Contents The changes to net interest income are shown in the below table at December 31, 2025. The results suggest the Corporation's year-end balance sheet is asset sensitive as net interest income is projected to increase in a rising rate environment. Actual results will likely be different than modeled due to numerous factors, including interest rates earned on new loans and investments as well as rates paid on new and existing deposits and new borrowings. The changes to net interest income shown below are in compliance with the Corporation's policy guidelines. Estimated Change in Net Interest Income Over Next 12 Months (Dollars in thousands) Amount Percent Rate shock - Change in interest rates +300 basis points $ 14,807  5.47 % +200 basis points 10,382  3.84  +100 basis points 5,817  2.15  -100 basis points (7,318) (2.70) -200 basis points (19,851) (7.34) -300 basis points (37,532) (13.87) The estimated sensitivities are based upon a number of assumptions, including the timing and magnitude of interest rate changes, prepayments on loans receivable and securities, pricing strategies on loans receivable and deposits, and replacement of asset and liability cash flows. While the assumptions used are bank specific and based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions, including how customer preferences or competitor influences might change. Credit Risk Originating loans exposes the Corporation to credit risk, which is the risk that the principal balance of a loan and any related interest will not be collected due to the inability of the borrower to repay the loan. The Corporation manages credit risk in the loan portfolio through adherence to consistent and conservative underwriting standards and policies established by the senior credit leadership and approved by the Board of Directors. Written loan policies establish underwriting standards, lending limits and other standards or limits as deemed necessary and prudent. While the Corporation has strict underwriting, review, and monitoring procedures in place, they cannot eliminate all of the risks related to these lending activities. The Corporation's loan review department conducts ongoing, independent reviews of the lending process to ensure adherence to established policies and procedures, monitors compliance with applicable laws and regulations and provides objective measurement of the risk inherent in the loan portfolio. The Corporation focuses on both assessing the borrower's capacity and willingness to repay and obtaining sufficient collateral. Commercial, financial and agricultural loans are generally secured by the borrower's assets and by personal guarantees. Commercial real estate, construction and residential real estate secured for business purposes loans are originated primarily within the Pennsylvania, Maryland, Delaware and New Jersey market areas at prudent loan-to-value ratios and are often additionally supported by guaranties. Management closely monitors the composition and quality of the total commercial loan portfolio to ensure that any credit concentrations by borrower or industry are identified and managed. See "Risk Factors" included herein under Item 1A for additional information on lending risk related to commercial loans. The Corporation originates fixed-rate and adjustable-rate residential mortgage loans that are secured by the underlying 1- to 4-family residential properties for personal purposes. Credit risk exposure in this area of lending is minimized by the evaluation of the creditworthiness of the borrower, including debt-to-income ratios, credit scores and adherence to underwriting policies that emphasize conservative loan-to-value ratios of generally no more than 80%. Residential mortgage loans granted in excess of the 80% loan-to-value ratio are generally insured by private mortgage insurance. Credit risk in the consumer loan portfolio is controlled by strict adherence to underwriting standards that consider debt-to-income levels and the creditworthiness of the borrower and, if secured, collateral values. In the home equity loan portfolio, combined loan-to-value ratios are generally limited to 80%, but may be increased to 85% for the Corporation's strongest profile borrowers. Other credit considerations and compensating factors may warrant higher combined loan-to-value ratios. These loans are included within the portfolio of loans to individuals. The primary risks that are involved with lease financing receivables are credit underwriting and borrower industry concentrations. The Corporation has strict underwriting, review, and monitoring procedures in place to mitigate these risks. 49 Table of Contents Risk also lies in the residual value of the underlying equipment. Residual values are subject to judgments as to the value of the underlying equipment that can be affected by changes in economic and market conditions and the financial viability of the residual guarantors and insurers. To the extent not guaranteed or assumed by a third party, or otherwise insured against, the Corporation bears the risk of ownership of the leased assets. This includes the risk that the actual value of the leased assets at the end of the lease term will be less than the residual value. The Corporation greatly reduces this risk primarily by using $1.00 buyout leases and equipment finance agreements, in which the entire cost of the leased equipment is included in the contractual payments, leaving no residual payment at the end of the lease term for the majority of the lease portfolio. The Corporation closely monitors delinquencies as another means of maintaining asset quality. Collection efforts begin after a loan payment is missed, by attempting to contact borrowers. If collection attempts fail, the Corporation will proceed to gain control of collateral in a timely manner to minimize losses. While liquidation and recovery efforts continue, officers continue to work with the borrowers, if appropriate, to recover monies owed to the Corporation. Liquidity The Corporation, in its role as a financial intermediary, is exposed to certain liquidity risks. Liquidity refers to the Corporation's ability to ensure that sufficient cash flows and liquid assets are available to satisfy demand for loans, deposit withdrawals, repayment of borrowings, certificates of deposit at maturity, operating expenses and capital expenditures. The Corporation manages liquidity risk by measuring and monitoring liquidity sources and estimated funding needs on a daily basis. The Corporation has a contingency funding plan in place to address liquidity needs in the event of an institution-specific or a systemic financial crisis. The Corporation and its subsidiaries maintain ample ability to meet the liquidity needs of its customers. Our most liquid assets, unencumbered cash and cash equivalents, were $549.2 million and $327.8 million at December 31, 2025 and December 31, 2024, respectively. Unencumbered securities classified as available-for-sale, which provide additional sources of liquidity, totaled $37.3 million and $55.4 million at December 31, 2025 and December 31, 2024, respectively. Further, the Corporation and its subsidiaries had committed borrowing capacity from the Federal Home Loan Bank, Federal Reserve Bank and a correspondent bank of $3.8 billion and $3.7 billion at December 31, 2025 and December 31, 2024, respectively, of which $2.3 billion and $2.1 billion was available as of December 31, 2025 and December 31, 2024, respectively. The Corporation and its subsidiaries also maintained uncommitted funding sources from correspondent banks of $457.0 million at December 31, 2025 and $468.0 million at December 31, 2024. Future availability under these uncommitted funding sources is subject to the prerogatives of the granting banks and may be withdrawn at will. Sources of Funds Non-brokered deposits continue to be the largest significant funding source for the Corporation. These deposits are primarily generated from individuals, businesses, public funds and non-profit customers located in our primary service areas. The Corporation faces increased competition for these deposits from a large array of financial market participants, including banks, credit unions, savings institutions, mutual funds, security dealers and others. As part of its diversified funding strategy, the Corporation also utilizes a mix of short-term and long-term wholesale funding providers. Wholesale funding includes federal funds purchases from correspondent banks, secured borrowing lines from the Federal Home Loan Bank of Pittsburgh and the Federal Reserve Bank of Philadelphia, and brokered deposits and other similar sources. Cash Requirements The Corporation has cash requirements for various financial obligations, including contractual obligations and commitments that require cash payments. The most significant contractual obligations, in both the under and over one-year time period, are for the Bank to repay certificates of deposit and short- and long-term borrowings. Certificates of deposit due within one year of December 31, 2025 totaled $960.1 million. If these deposits do not remain with the Bank, the Bank will be required to seek other sources of funds, which may be more expensive to obtain. The Bank anticipates meeting these obligations by utilizing on-balance sheet liquidity and continuing to provide convenient depository and cash management services through its financial center network, thereby replacing these contractual obligations with similar funding sources at rates that are competitive in our market. The Bank will also use borrowings and brokered deposits to meet its obligations. Commitments to extend credit are the Bank's most significant commitment in both the under and over one-year time periods. These commitments do not necessarily represent future cash requirements in that these commitments often expire without being drawn upon. 50 Table of Contents Recent Accounting Pronouncements For information regarding recent accounting pronouncements, refer to Note 1, "Summary of Significant Accounting Policies" of this Form 10-K.