NBT Bancorp - 10-Q quarterly report FY2026 Q3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2026


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

For the transition period from ________ to ________

COMMISSION FILE NUMBER 0-14703

NBT BANCORP INC.

(Exact name of registrant as specified in its charter)

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

52 South Broad Street, Norwich, New York 13815

(Address of principal executive offices) (Zip Code)

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

None

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

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


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

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

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

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

Large accelerated filer ☒

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

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

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

As of October 31, 2026, there were 51,828,095 shares outstanding of the Registrant’s Common Stock, $0.01 par value per share.

NBT BANCORP INC.

FORM 10-Q - Quarter Ended September 30, 2026

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)
	Consolidated Balance Sheets	4
	Consolidated Statements of Income	5
	Consolidated Statements of Comprehensive Income (Loss)	6
	Consolidated Statements of Changes in Stockholders’ Equity	7
	Consolidated Statements of Cash Flows	8
	Notes to Unaudited Interim Consolidated Financial Statements	10
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	40
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	61
ITEM 4.	CONTROLS AND PROCEDURES	61

PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	61
ITEM 1A.	RISK FACTORS	61
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	61
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	62
ITEM 4.	MINE SAFETY DISCLOSURES	62
ITEM 5.	OTHER INFORMATION	62
ITEM 6.	EXHIBITS	62

SIGNATURES		63

GLOSSARY OF ABBREVIATIONS AND ACRONYMS

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

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

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

ITEM 1. FINANCIAL STATEMENTS

NBT Bancorp Inc. and Subsidiaries

Consolidated Balance Sheets (unaudited)


		September 30,			December 31,
(In thousands, except share and per share data)		2026			2025
Assets
Cash and due from banks	$	215,468		$	185,158
Short-term interest-bearing accounts		106,732			301,958
Equity securities, at fair value		49,949			48,760
Securities available for sale, at fair value		1,989,360			1,862,838
Securities held to maturity (fair value $726,386 and $702,577, respectively)		808,645			762,756
Federal Reserve and Federal Home Loan Bank stock		56,663			44,575
Loans held for sale		841			1,108
Loans		11,948,512			11,598,114
Less allowance for loan losses		140,000			138,000
Net loans	$	11,808,512		$	11,460,114
Premises and equipment, net		96,551			99,277
Goodwill		453,278			453,278
Intangible assets, net		48,095			57,656
Bank owned life insurance		317,201			317,733
Other assets		442,406			399,910
Total assets	$	16,393,701		$	15,995,121
Liabilities
Demand (noninterest bearing)	$	3,919,754		$	3,800,209
Savings, interest-bearing checking and money market		8,400,105			8,206,539
Time		1,266,582			1,492,445
Total deposits	$	13,586,441		$	13,499,193
Short-term borrowings		414,397			148,069
Long-term debt		42,975			43,176
Subordinated debt, net		-			24,509
Junior subordinated debt		111,738			111,668
Other liabilities		295,671			272,290
Total liabilities	$	14,451,222		$	14,098,905
Stockholders’ equity
Preferred stock, $0.01 par value, 2,500,000 shares authorized	$	-		$	-
Common stock, $0.01 par value, 100,000,000 shares authorized; 59,083,155 shares issued		591			591
Additional paid-in-capital		966,438			964,778
Retained earnings		1,299,803			1,196,850
Accumulated other comprehensive loss		(127,203	)		(82,596	)
Common stock in treasury, at cost, 7,142,573 and 6,880,200 shares, respectively		(197,150	)		(183,407	)
Total stockholders’ equity	$	1,942,479		$	1,896,216
Total liabilities and stockholders’ equity	$	16,393,701		$	15,995,121

See accompanying notes to unaudited interim consolidated financial statements.

NBT Bancorp Inc. and Subsidiaries

Consolidated Statements of Income (unaudited)


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
(In thousands, except per share data)		2026		2025			2026		2025
Interest, fee and dividend income
Interest and fees on loans	$	170,714	$	169,301		$	495,580	$	466,265
Securities available for sale		15,633		12,063			43,885		33,934
Securities held to maturity		4,598		4,595			13,374		14,379
Other		1,447		4,508			7,960		7,870
Total interest, fee and dividend income	$	192,392	$	190,467		$	560,799	$	522,448
Interest expense
Deposits	$	44,939	$	52,101		$	134,653	$	142,908
Short-term borrowings		3,191		816			5,178		2,728
Long-term debt		450		450			1,336		1,012
Subordinated debt		-		547			1,121		4,370
Junior subordinated debt		1,728		1,890			5,116		5,324
Total interest expense	$	50,308	$	55,804		$	147,404	$	156,342
Net interest income	$	142,084	$	134,663		$	413,395	$	366,106
Provision for loan losses		3,792		3,100			15,505		28,489
Net interest income after provision for loan losses	$	138,292	$	131,563		$	397,890	$	337,617
Noninterest income
Service charges on deposit accounts	$	5,891	$	5,100		$	16,353	$	13,921
Card services income		6,818		6,389			19,459		17,783
Retirement plan administration fees		17,299		15,913			50,793		47,481
Wealth management		11,194		11,103			33,276		32,727
Insurance services		5,400		5,260			14,059		14,118
Bank owned life insurance income		2,395		3,240			7,559		8,817
Net securities gains (losses)		62		(2	)		679		6
Other		3,886		4,402			10,630		10,936
Total noninterest income	$	52,945	$	51,405		$	152,808	$	145,789
Noninterest expense
Salaries and employee benefits	$	69,567	$	66,636		$	207,330	$	191,485
Technology and data services		12,074		11,180			35,434		32,222
Occupancy		9,559		9,053			30,044		27,118
Professional fees and outside services		5,900		5,941			17,116		15,914
Office supplies and postage		2,156		2,073			6,383		5,886
FDIC assessment		2,031		2,262			6,025		5,776
Marketing		954		833			2,809		2,945
Amortization of intangible assets		3,022		3,429			9,561		8,582
Loan collection and other real estate owned, net		678		719			1,832		1,867
Acquisition expenses		-		1,125			-		19,526
Other		9,223		7,892			22,300		22,332
Total noninterest expense	$	115,164	$	111,143		$	338,834	$	333,653
Income before income tax expense	$	76,073	$	71,825		$	211,864	$	149,753
Income tax expense		18,045		17,354			49,664		36,027
Net income	$	58,028	$	54,471		$	162,200	$	113,726
Earnings per share
Basic	$	1.12	$	1.04		$	3.12	$	2.27
Diluted	$	1.11	$	1.03		$	3.10	$	2.26

See accompanying notes to unaudited interim consolidated financial statements.

NBT Bancorp Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss) (unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(In thousands)		2026			2025			2026			2025
Net income	$	58,028		$	54,471		$	162,200		$	113,726
Other comprehensive income (loss), net of tax:

Securities available for sale:
Unrealized net holding (losses) gains arising during the period, gross	$	(50,845	)	$	13,800		$	(59,737	)	$	55,569
Tax effect		12,711			(3,449	)		14,934			(13,892	)
Unrealized net holding (losses) gains arising during the period, net	$	(38,134	)	$	10,351		$	(44,803	)	$	41,677

Amortization of unrealized net gains for the reclassification of available for sale securities to held to maturity, gross	$	52		$	68		$	165		$	213
Tax effect		(13	)		(17	)		(41	)		(53	)
Amortization of unrealized net gains for the reclassification of available for sale securities to held to maturity, net	$	39		$	51		$	124		$	160

Total securities available for sale, net	$	(38,095	)	$	10,402		$	(44,679	)	$	41,837

Pension and other benefits:
Amortization of prior service cost and actuarial losses, gross	$	33		$	275		$	97		$	906
Tax effect		(9	)		(69	)		(25	)		(227	)
Amortization of prior service cost and actuarial losses, net	$	24		$	206		$	72		$	679

Decrease in unrecognized actuarial loss, gross	$	-		$	-		$	-		$	936
Tax effect		-			-			-			(234	)
Decrease in unrecognized actuarial loss, net	$	-		$	-		$	-		$	702

Total pension and other benefits, net	$	24		$	206		$	72		$	1,381

Total other comprehensive (loss) income	$	(38,071	)	$	10,608		$	(44,607	)	$	43,218
Comprehensive income	$	19,957		$	65,079		$	117,593		$	156,944

See accompanying notes to unaudited interim consolidated financial statements.

NBT Bancorp Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (unaudited)




										Accumulated
				Additional						Other			Common
		Common		Paid-in-			Retained			Comprehensive			Stock in
(In thousands, except share and per share data)		Stock		Capital			Earnings			(Loss) Income			Treasury			Total
Balance at June 30, 2026	$	591	$	966,124		$	1,262,559		$	(89,132	)	$	(196,223	)	$	1,943,919
Net income		-		-			58,028			-			-			58,028
Cash dividends - $0.40 per share		-		-			(20,784	)		-			-			(20,784	)
Purchase of 20,118 treasury shares		-		-			-			-			(1,006	)		(1,006	)
Net issuance of 5,716 shares to employee and other stock plans		-		(248	)		-			-			79			(169	)
Stock-based compensation		-		562			-			-						562
Other comprehensive (loss)		-		-			-			(38,071	)		-			(38,071	)
Balance at September 30, 2026	$	591	$	966,438		$	1,299,803		$	(127,203	)	$	(197,150	)	$	1,942,479

Balance at June 30, 2025	$	591	$	962,868		$	1,125,589		$	(109,488	)	$	(174,394	)	$	1,805,166
Net income		-		-			54,471			-			-			54,471
Cash dividends - $0.37 per share		-		-			(19,404	)		-			-			(19,404	)
Net issuance of 71,367 shares to employee and other stock plans		-		(339	)		-			-			1,057			718
Stock-based compensation		-		1,587			-			-			-			1,587
Other comprehensive income		-		-			-			10,608			-			10,608
Balance at September 30, 2025	$	591	$	964,116		$	1,160,656		$	(98,880	)	$	(173,337	)	$	1,853,146




										Accumulated
				Additional						Other			Common
		Common		Paid-in-			Retained			Comprehensive			Stock in
(In thousands, except share and per share data)		Stock		Capital			Earnings			(Loss) Income			Treasury			Total
Balance at December 31, 2025	$	591	$	964,778		$	1,196,850		$	(82,596	)	$	(183,407	)	$	1,896,216
Net income		-		-			162,200			-			-			162,200
Cash dividends - $1.14 per share		-		-			(59,247	)		-			-			(59,247	)
Purchase of 338,713 treasury shares		-		-			-			-			(15,036	)		(15,036	)
Net issuance of 76,340 shares to employee and other stock plans		-		(3,142	)		-			-			1,293			(1,849	)
Stock-based compensation		-		4,802			-			-			-			4,802
Other comprehensive (loss)		-		-			-			(44,607	)		-			(44,607	)
Balance at September 30, 2026	$	591	$	966,438		$	1,299,803		$	(127,203	)	$	(197,150	)	$	1,942,479

Balance at December 31, 2024	$	540	$	742,810		$	1,100,209		$	(142,098	)	$	(175,320	)	$	1,526,141
Net income		-		-			113,726			-			-			113,726
Cash dividends - $1.05 per share		-		-			(53,279	)		-			-			(53,279	)
Issuance of 5,108,663 shares of common stock for acquisition		51		221,716			-			-			-			221,767
Net issuance of 145,474 shares to employee and other stock plans		-		(5,044	)		-			-			1,983			(3,061	)
Stock-based compensation		-		4,634			-			-			-			4,634
Other comprehensive income		-		-			-			43,218			-			43,218
Balance at September 30, 2025	$	591	$	964,116		$	1,160,656		$	(98,880	)	$	(173,337	)	$	1,853,146

See accompanying notes to unaudited interim consolidated financial statements.

NBT Bancorp Inc. and Subsidiaries

Consolidated Statements of Cash Flows (unaudited)


	Nine Months Ended
	September 30,
(In thousands)		2026			2025
Operating activities
Net income	$	162,200		$	113,726
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan losses		15,505			28,489
Depreciation and amortization of premises and equipment		10,467			9,569
Net amortization on securities		259			1,219
Amortization of intangible assets		9,561			8,582
Amortization of operating lease right-of-use assets		6,877			6,342
Excess tax benefit on stock-based compensation		(230	)		(662	)
Stock-based compensation expense		4,802			4,634
Bank owned life insurance income		(7,559	)		(8,817	)
Amortization of subordinated debt issuance costs		-			199
Proceeds from sale of loans held for sale		4,258			208,465
Originations of loans held for sale		(3,886	)		(202,843	)
Net gains on sale of loans held for sale		(105	)		(512	)
Net securities (gains)		(679	)		(6	)
Net gains on sale of other real estate owned		(112	)		(111	)
Net change in other assets and other liabilities		(10,112	)		797
Net cash provided by operating activities	$	191,246		$	169,071
Investing activities
Net cash (used in) provided by acquisitions	$	(735	)	$	37,944
Securities available for sale:
Proceeds from maturities, calls and principal paydowns		218,590			160,693
Proceeds from sales		-			254,468
Purchases		(404,063	)		(342,763	)
Securities held to maturity:
Proceeds from maturities, calls and principal paydowns		131,440			142,526
Purchases		(178,209	)		(68,463	)
Equity securities:
Proceeds from sales		-			491
Other:
Net (increase) decrease in loans		(364,295	)		24,735
Proceeds from Federal Reserve and Federal Home Loan Bank stock redemption		49,903			30,264
Purchases of Federal Reserve and Federal Home Loan Bank stock		(61,991	)		(30,876	)
Proceeds from settlement of bank owned life insurance		8,091			7,897
Purchases of premises and equipment, net		(7,691	)		(12,271	)
Proceeds from sales of other real estate owned		559			269
Net cash (used in) provided by investing activities	$	(608,401	)	$	204,914
Financing activities
Net increase in deposits	$	87,248		$	250,108
Net increase (decrease) in short-term borrowings		266,328			(67,213	)
Redemption of subordinated debt		(25,000	)		(118,000	)
Repayments of long-term debt		(83	)		(25,118	)
Proceeds from the issuance of shares to employee and other stock plans		-			117
Cash paid by employer for tax-withholding on stock issuance		(1,971	)		(4,414	)
Purchase of treasury stock		(15,036	)		-
Cash dividends		(59,247	)		(53,279	)
Net cash provided by (used in) financing activities	$	252,239		$	(17,799	)
Net (decrease) increase in cash and cash equivalents	$	(164,916	)	$	356,186
Cash and cash equivalents at beginning of period		487,116			284,056
Cash and cash equivalents at end of period	$	322,200		$	640,242

NBT Bancorp Inc. and Subsidiaries

Consolidated Statements of Cash Flows (unaudited) (continued)


	Nine Months Ended
	September 30,
		2026		2025
Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest expense	$	151,448	$	160,370
Income taxes paid, net of refund		34,061		16,341
Noncash investing activities:
Loans transferred to other real estate owned	$	392	$	243
Acquisitions:
Fair value of assets acquired, excluding acquired cash and goodwill	$	-	$	2,087,439
Fair value of liabilities assumed		-		1,997,253
Common stock issued		-		221,767

See accompanying notes to unaudited interim consolidated financial statements.

NBT Bancorp Inc. and Subsidiaries

Notes to Unaudited Interim Consolidated Financial Statements

September 30, 2026

1. Description of Business

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

The Company’s business, primarily conducted through the Bank, consists of providing commercial banking, retail banking and wealth management services primarily to customers in its market area, which includes upstate New York, northeastern Pennsylvania, southern New Hampshire, western Massachusetts, Vermont, southern Maine and central and northwestern Connecticut. The Company has been, and intends to remain, a community-oriented financial institution offering a variety of financial services. The Company’s business philosophy is to operate as a community bank with local decision-making, providing a broad array of banking and financial services to retail, commercial and municipal customers.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements include the accounts of NBT Bancorp Inc. and its wholly-owned subsidiaries mentioned above. In the opinion of management, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods in accordance with U.S. generally accepted accounting principles (“GAAP”) and in accordance with the instructions for the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, the consolidated financial statements do not include all of the information and notes necessary for complete financial statements in conformity with GAAP. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2025 Annual Report on Form 10-K. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year or any other interim period. All material intercompany transactions have been eliminated in consolidation. Amounts previously reported in the consolidated financial statements are reclassified whenever necessary to conform to current period presentation. The Company has evaluated subsequent events for potential recognition and/or disclosure, and none were identified.

Use of Estimates in the Preparation of Financial Statements

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

3. Recent Accounting Pronouncements

Recently Adopted Accounting Standards

In November 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-08, Financial Instruments-Credit Losses (Topic 326): Purchased Loans. The ASU expands the population of acquired financial assets subject to the gross-up approach in Topic 326, Financial Instrument-Credit Losses. In accordance with the amendments in this update, loans acquired without credit deterioration and deemed seasoned are purchased seasoned loans and accounted for using the gross-up approach at acquisition. The amendments apply prospectively and will be effective for fiscal periods beginning after December 15, 2026. The Company elected to early-adopt the ASU as of January 1, 2026.

Accounting Standards Issued Not Yet Adopted

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

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. Aside from complying with the new disclosure requirements, the adoption is not expected to have a material impact on the consolidated financial statements.

4. Acquisitions

Evans Bancorp, Inc.

On May 2, 2025, the Company completed the acquisition of Evans Bancorp, Inc. (“Evans”) through the merger of Evans with and into the Company, with the Company surviving the merger. Total consideration for the acquisition was $221.8 million in common stock. Evans, with assets of $2.19 billion at December 31, 2024, was headquartered in Williamsville, New York. Its primary subsidiary, Evans Bank, National Association (“Evans Bank”), was a federally-chartered national banking association operating 18 banking locations in Western New York. The acquisition enhances the Company’s presence in Western New York, including the Buffalo and Rochester communities. In connection with the acquisition, the Company issued 5.1 million shares of common stock and acquired approximately $131.2 million of identifiable net assets. Preliminary goodwill of $91.4 million was recognized as a result of the merger and is not amortizable or deductible for tax purposes. During the fourth quarter of 2025, the Company revised the accrued income taxes and deferred taxes associated with the Evans acquisition, which resulted in a $0.8 million decrease in goodwill. Total goodwill of $90.6 million was recognized as a result of the merger. The effects of the acquired assets and liabilities have been included in the consolidated financial statements since May 2, 2025. As a result of the full integration of the operations of Evans, it is not practicable to determine all revenue or net income included in the Company’s operating results relating to Evans since the date of acquisition as Evans results cannot be separately identified.

The acquisition of Evans is being accounted for as a business combination in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”), using the acquisition method of accounting. Accordingly, as of the date of the acquisition, the Company recorded the assets acquired, liabilities assumed and consideration paid at fair value based on management’s best estimates using information available at the date of the acquisition. These estimates were subject to adjustment based on updated information not available at the time of the acquisition and all amounts have now been finalized. The amount of goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company with Evans.

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


		May 2, 2025
(In thousands)		Evans Bancorp, Inc.
Consideration:
Cash paid to shareholders (fractional shares)	$	25
Common stock issuance		221,767
Total net consideration	$	221,792

Recognized amounts of identifiable assets acquired and (liabilities) assumed:
Cash and cash equivalents	$	40,197
Securities available for sale		255,487
Securities held to maturity		3,494
Loans, net of allowance for credit losses on purchased credit deteriorated loans		1,665,712
Premises and equipment, net		15,069
Core deposit intangibles		33,240
Bank owned life insurance		44,100
Other assets		71,131
Total identifiable assets acquired	$	2,128,430

Deposits	$	(1,864,049	)
Borrowings		(113,712	)
Other liabilities		(19,492	)
Total liabilities assumed	$	(1,997,253	)

Total identifiable assets, net	$	131,177

Goodwill	$	90,615

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

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

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

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

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

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

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

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

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

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

The non-PCD loans acquired from Evans had an acquisition date fair value of $1.37 billion, compared to $1.43 billion in gross contractual amounts receivable. At the acquisition date, the Company estimated that $13.0 million of the contractual cash flows were not expected to be collected.

Direct costs related to the acquisition were expensed as incurred. Acquisition integration-related expenses were $1.1 million and $19.5 million during the three and nine months ended September 30, 2025, respectively. These amounts have been separately stated in the unaudited interim consolidated statements of income and are included in operating activities in the unaudited interim consolidated statements of cash flow.

Supplemental Pro Forma Financial Information (Unaudited)

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


	Pro Forma (Unaudited)
	Three Months Ended			Nine Months Ended
(In thousands)	September 30, 2025			September 30, 2025
Total revenue, net of interest expense		$	186,068		$	535,434
Net income			54,471			107,338

5. Securities

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


		Amortized		Unrealized		Unrealized			Estimated
(In thousands)		Cost		Gains		Losses			Fair Value
As of September 30, 2026
U.S. treasury	$	114,456	$	-	$	(4,174	)	$	110,282
Federal agency		248,284		-		(18,678	)		229,606
State & municipal		79,495		-		(4,092	)		75,403
Mortgage-backed:
Government-sponsored enterprises		588,386		89		(45,468	)		543,007
U.S. government agency securities		192,640		2		(10,626	)		182,016
Collateralized mortgage obligations:
Government-sponsored enterprises		647,448		21		(41,134	)		606,335
U.S. government agency securities		256,708		2		(30,870	)		225,840
Corporate		17,500		-		(629	)		16,871
Total AFS securities	$	2,144,917	$	114	$	(155,671	)	$	1,989,360
As of December 31, 2025
U.S. treasury	$	79,330	$	25	$	(2,533	)	$	76,822
Federal agency		248,312		-		(17,036	)		231,276
State & municipal		90,654		4		(3,931	)		86,727
Mortgage-backed:
Government-sponsored enterprises		470,606		1,651		(23,532	)		448,725
U.S. government agency securities		145,836		660		(3,659	)		142,837
Collateralized mortgage obligations:
Government-sponsored enterprises		653,512		2,137		(26,214	)		629,435
U.S. government agency securities		247,908		335		(22,192	)		226,051
Corporate		22,500		-		(1,535	)		20,965
Total AFS securities	$	1,958,658	$	4,812	$	(100,632	)	$	1,862,838

There was no allowance for credit losses on AFS securities as of September 30, 2026 and December 31, 2025.

During the three and nine months ended September 30, 2026 and 2025, there were no gains or losses reclassified out of accumulated other comprehensive income (loss) (“AOCI”) and into earnings.

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


		Amortized		Unrealized		Unrealized			Estimated
(In thousands)		Cost		Gains		Losses			Fair Value
As of September 30, 2026
Federal agency	$	100,000	$	-	$	(13,279	)	$	86,721
Mortgage-backed:
Government-sponsored enterprises		203,868		-		(30,115	)		173,753
U.S. government agency securities		10,596		-		(479	)		10,117
Collateralized mortgage obligations:
Government-sponsored enterprises		121,897		7		(8,759	)		113,145
U.S. government agency securities		54,826		-		(11,023	)		43,803
State & municipal		317,458		1		(18,612	)		298,847
Total HTM securities	$	808,645	$	8	$	(82,267	)	$	726,386
As of December 31, 2025
Federal agency	$	100,000	$	-	$	(10,705	)	$	89,295
Mortgage-backed:
Government-sponsored enterprises		188,942		-		(23,273	)		165,669
U.S. government agency securities		13,659		1		(106	)		13,554
Collateralized mortgage obligations:
Government-sponsored enterprises		136,464		115		(5,293	)		131,286
U.S. government agency securities		57,309		-		(9,396	)		47,913
State & municipal		266,382		76		(11,598	)		254,860
Total HTM securities	$	762,756	$	192	$	(60,371	)	$	702,577

At September 30, 2026 and December 31, 2025, all of the mortgage-backed HTM securities were comprised of U.S. government agency and government-sponsored enterprises securities.

The Company recorded no gains from calls on HTM securities for the three and nine months ended September 30, 2026 and 2025.

AFS and HTM securities with amortized costs totaling $1.91 billion at September 30, 2026 and $1.87 billion at December 31, 2025, were pledged to secure public deposits and for other purposes required or permitted by law. Additionally, at September 30, 2026 and December 31, 2025, AFS and HTM securities with an amortized cost of $198.4 million and $207.6 million, respectively, were pledged as collateral for securities sold under repurchase agreements.

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


	Three Months Ended
	September 30,
(In thousands)		2026		2025
Net gains (losses) recognized on equity securities	$	62	$	(2	)
Less: Net gains (losses) recognized on equity securities sold during the period		-		-
Unrealized gains (losses) recognized on equity securities still held	$	62	$	(2	)


	Nine Months Ended
	September 30,
(In thousands)		2026		2025
Net gains (losses) recognized on equity securities	$	679	$	6
Less: Net gains (losses) recognized on equity securities sold during the period		-		(35	)
Unrealized gains (losses) recognized on equity securities still held	$	679	$	41

As of September 30, 2026 and December 31, 2025, the carrying value of equity securities without readily determinable fair values was $1.0 million. The Company performed a qualitative assessment to determine whether the investments were impaired and identified no areas of credit concern as of September 30, 2026 and 2025. There were no impairments, or downward or upward adjustments recognized for equity securities without readily determinable fair values during the three and nine months ended September 30, 2026 and 2025.

The following table sets forth information with regard to contractual maturities of debt securities at September 30, 2026:


		Amortized		Estimated
(In thousands)		Cost		Fair Value
AFS debt securities:
Within one year	$	66,765	$	65,957
From one to five years		725,560		682,283
From five to ten years		308,203		283,413
After ten years		1,044,389		957,707
Total AFS debt securities	$	2,144,917	$	1,989,360
HTM debt securities:
Within one year	$	164,286	$	164,109
From one to five years		224,437		203,418
From five to ten years		90,572		78,674
After ten years		329,350		280,185
Total HTM debt securities	$	808,645	$	726,386

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

Except for U.S. government securities and government-sponsored enterprises securities, there were no holdings, when taken in the aggregate, of any single issuer that exceeded 10% of consolidated stockholders’ equity at September 30, 2026 and December 31, 2025.

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



	Less Than 12 Months						12 Months or Longer						Total
						Number						Number						Number
		Fair		Unrealized		of		Fair		Unrealized		of		Fair		Unrealized		of
(In thousands)		Value		Losses		Positions		Value		Losses		Positions		Value		Losses		Positions
As of September 30, 2026
AFS securities:
U.S. treasury	$	38,226	$	(1,666	)	4	$	72,056	$	(2,508	)	4	$	110,282	$	(4,174	)	8
Federal agency		-		-		-		229,606		(18,678	)	16		229,606		(18,678	)	16
State & municipal		743		(12	)	1		74,660		(4,080	)	54		75,403		(4,092	)	55
Mortgage-backed		432,853		(22,620	)	64		289,409		(33,474	)	124		722,262		(56,094	)	188
Collateralized mortgage obligations		473,445		(13,748	)	68		342,479		(58,256	)	96		815,924		(72,004	)	164
Corporate		-		-		-		16,871		(629	)	5		16,871		(629	)	5
Total securities with unrealized losses	$	945,267	$	(38,046	)	137	$	1,025,081	$	(117,625	)	299	$	1,970,348	$	(155,671	)	436
HTM securities:
Federal agency	$	-	$	-		-	$	86,721	$	(13,279	)	4	$	86,721	$	(13,279	)	4
Mortgage-backed		37,263		(1,428	)	5		146,602		(29,166	)	33		183,865		(30,594	)	38
Collateralized mortgage obligation		5,145		(203	)	1		147,338		(19,579	)	46		152,483		(19,782	)	47
State & municipal		27,850		(1,160	)	35		113,487		(17,452	)	120		141,337		(18,612	)	155
Total securities with unrealized losses	$	70,258	$	(2,791	)	41	$	494,148	$	(79,476	)	203	$	564,406	$	(82,267	)	244
As of December 31, 2025
AFS securities:
U.S. treasury	$	-	$	-		-	$	71,796	$	(2,533	)	4	$	71,796	$	(2,533	)	4
Federal agency		-		-		-		231,276		(17,036	)	16		231,276		(17,036	)	16
State & municipal		-		-		-		85,965		(3,931	)	64		85,965		(3,931	)	64
Mortgage-backed		49,543		(161	)	7		338,370		(27,030	)	135		387,913		(27,191	)	142
Collateralized mortgage obligations		80,781		(131	)	12		418,983		(48,275	)	105		499,764		(48,406	)	117
Corporate		-		-		-		20,965		(1,535	)	7		20,965		(1,535	)	7
Total securities with unrealized losses	$	130,324	$	(292	)	19	$	1,167,355	$	(100,340	)	331	$	1,297,679	$	(100,632	)	350
HTM securities:
Federal agency	$	-	$	-		-	$	89,295	$	(10,705	)	4	$	89,295	$	(10,705	)	4
Mortgage-backed		10,771		(71	)	1		168,422		(23,308	)	33		179,193		(23,379	)	34
Collateralized mortgage obligations		-		-		-		173,333		(14,689	)	47		173,333		(14,689	)	47
State & municipal		4,381		(245	)	7		142,139		(11,353	)	146		146,520		(11,598	)	153
Total securities with unrealized losses	$	15,152	$	(316	)	8	$	573,189	$	(60,055	)	230	$	588,341	$	(60,371	)	238

The Company does not believe the AFS securities that were in an unrealized loss position as of September 30, 2026 and December 31, 2025, which consisted of 436 and 350 individual securities, respectively, represented a credit loss impairment. AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. As of September 30, 2026 and December 31, 2025, the majority of the AFS securities in an unrealized loss position consisted of debt securities issued by U.S. government agencies or U.S. government-sponsored enterprises that carry the explicit and/or implicit guarantee of the U.S. government, which are widely recognized as “risk-free” and have a long history of zero credit losses. Total gross unrealized losses were primarily attributable to changes in interest rates, relative to when the investment securities were purchased, and not due to the credit quality of the investment securities. The Company does not intend to sell, nor is it more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases, which may be at maturity. The Company elected to exclude accrued interest receivable (“AIR”) from the amortized cost basis of debt securities. AIR on AFS debt securities totaled $5.7 million and $5.6 million at September 30, 2026 and December 31, 2025, respectively, and is excluded from the estimate of credit losses and reported in the other assets financial statement line.

None of the Bank’s HTM debt securities were past due or on nonaccrual status as of September 30, 2026 and December 31, 2025. There was no accrued interest reversed against interest income for the three and nine months ended September 30, 2026 or the year ended December 31, 2025 as all securities remained in accrual status. In addition, there were no collateral-dependent HTM debt securities as of September 30, 2026 and December 31, 2025. There was no allowance for credit losses on HTM securities as of September 30, 2026 and December 31, 2025. As of September 30, 2026 and December 31, 2025, 61% and 65%, respectively, of the Company’s HTM debt securities were issued by U.S. government agencies or U.S. government-sponsored enterprises with bond ratings of A to AAA. These securities carry the explicit and/or implicit guarantee of the U.S. government, which are widely recognized as “risk-free” and have a long history of zero credit losses. Therefore, the Company did not record an allowance for credit losses for these securities as of September 30, 2026 and December 31, 2025. The remaining HTM debt securities at September 30, 2026 and December 31, 2025 were comprised of state and municipal obligations with bond ratings of A to AAA excluding the $155.7 million and $85.7 million, respectively, of local municipal bonds which are not rated. Based on the Company’s current expected credit losses (“CECL”) methodology, the expected credit loss on the HTM municipal bond portfolio was deemed immaterial, therefore no allowance for credit loss was recorded as of September 30, 2026 and December 31, 2025. AIR on HTM debt securities totaled $4.0 million at September 30, 2026 and $3.9 million at December 31, 2025 and is excluded from the estimate of credit losses and reported in the other assets financial statement line.

6. Loans

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


(In thousands)		September 30, 2026		December 31, 2025
Commercial & industrial	$	1,748,981	$	1,671,974
Commercial real estate		4,955,896		4,798,957
Residential mortgage		2,584,169		2,537,593
Home equity		481,142		448,113
Indirect auto		1,449,719		1,340,524
Residential solar		671,865		736,970
Other consumer		56,740		63,983
Total loans	$	11,948,512	$	11,598,114

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

Included in the above loans are net deferred loan origination (fees) costs totaling $(23.8) million and $(37.9) million at September 30, 2026 and December 31, 2025, respectively.

7. Allowance for Credit Losses and Credit Quality of Loans

The allowance for credit losses totaled $140.0 million at September 30, 2026, compared to $138.0 million at December 31, 2025. The allowance for credit losses as a percentage of loans was 1.17% at September 30, 2026, compared to 1.19% at December 31, 2025.

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

The quantitative model as of September 30, 2026 incorporated a baseline economic outlook along with alternative upside and downside scenarios sourced from a reputable third-party to accommodate other potential economic conditions in the model. At September 30, 2026, the weightings were 60%, 5% and 35% for the baseline, upside and downside economic forecast scenarios, respectively. The baseline outlook reflected an economic environment where the northeast unemployment rate increases from 4.27% in the third quarter of 2026 to 4.74% by the end of the forecast period, with a peak northeast unemployment rate of 4.76% in the fourth quarter of 2027. National Gross Domestic Product (“GDP”) annualized growth (on a quarterly basis) is expected to start the fourth quarter of 2026 at approximately 1.56% and increase to 2.08% by the end of the forecast period. Key assumptions in the baseline economic outlook included the Federal Reserve policy rate of 3.50%-3.75% and the economy remaining at full employment. The alternative upside scenario assumes improved economic conditions from the baseline outlook. Under this scenario, northeast unemployment falls from 4.27% in the third quarter of 2026 to 3.88% in the first quarter of 2027 and eventually settles at 4.01% by the end of the forecast period. The alternative downside scenario with recessionary conditions assumes deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment rises from 4.27% in the third quarter of 2026 to a peak of 7.64% in the fourth quarter of 2027. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of September 30, 2026. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools.

The quantitative model as of June 30, 2026 incorporated a baseline economic outlook along with alternative upside and downside scenarios sourced from a reputable third-party to accommodate other potential economic conditions in the model. At June 30, 2026, the weightings were 60%, 5% and 35% for the baseline, upside and downside economic forecast scenarios, respectively. The baseline outlook reflected an economic environment where the northeast unemployment rate increases from 4.46% in the second quarter of 2026 to 4.65% by the end of the forecast period, with a peak northeast unemployment rate of 4.69% in the second quarter of 2027. National GDP annualized growth (on a quarterly basis) is expected to start the third quarter of 2026 at approximately 1.95% and decrease to 1.93% by the end of the forecast period. Key assumptions in the baseline economic outlook included the Federal Reserve policy rate of 3.50%-3.75% and the economy remaining at full employment. The alternative upside scenario assumes improved economic conditions from the baseline outlook. Under this scenario, northeast unemployment falls from 4.46% in the second quarter of 2026 to 3.85% in the third quarter of 2027 and eventually settles at 3.90% by the end of the forecast period. The alternative downside scenario with recessionary conditions assumes deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment rises from 4.46% in the second quarter of 2026 to a peak of 7.81% in the third quarter of 2027. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of June 30, 2026. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools.

The quantitative model as of December 31, 2025 incorporated a baseline economic outlook along with alternative upside scenario and two equally weighted downside scenarios, recessionary conditions and stagflation, sourced from a reputable third-party to accommodate other potential economic conditions in the model. At December 31, 2025, the weightings were 65%, 5% and 30% for the baseline, upside and downside economic forecast scenarios, respectively. The baseline outlook reflected an economic environment where the northeast unemployment rate increases from 4.5% in the first quarter of 2026 to 4.8% by the end of the forecast period, with a peak northeast unemployment rate of 4.9% in the fourth quarter of 2026. National GDP annualized growth (on a quarterly basis) is expected to start the first quarter of 2026 at approximately 2.55% and decrease to 1.8% by the end of the forecast period. Key assumptions in the baseline economic outlook included the Federal Reserve cutting rates with one 25 basis point cut at the December meeting and the economy remaining at full employment. The alternative upside scenario assumes improved economic conditions from the baseline outlook. Under this scenario, northeast unemployment falls from 4.4% in the fourth quarter of 2025 to 4.0% in the second quarter of 2026 and eventually settles at 4.1% by the end of the forecast period. The alternative downside scenario with recessionary conditions assumes deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment rises from 4.4% in the fourth quarter of 2025 to a peak of 7.8% in the first quarter of 2027. The alternative downside stagflation scenario assumes deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment rises from 4.4% in the fourth quarter of 2025 to 6% by the end of the forecast period in the second quarter of 2027, with a peak northeast unemployment rate of 8.2% in the first quarter of 2028. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of December 31, 2025. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools, reversion adjustments for the stagflation scenario and recent trends in asset value indices. Additional monitoring for industry concentrations, loan growth and policy exceptions was also conducted.

There were no loans purchased with credit deterioration during the three and nine months ended September 30, 2026. There were $336.4 million of PCD loans acquired from Evans during the year ended December 31, 2025, which resulted in an allowance for credit losses at acquisition of $7.7 million. During the nine months ended September 30, 2026, the Company purchased $10.7 million of residential loans at a 4.6% premium with a $114 thousand allowance for credit losses recorded for these loans. During 2025, the Company purchased $21.3 million of residential loans at a 4.5% premium with a $234 thousand allowance for credit losses recorded for these loans.

The Company made a policy election to report AIR in the other assets line item on the consolidated balance sheets. AIR on loans totaled $42.6 million at September 30, 2026 and $42.5 million at December 31, 2025 and with no estimated allowance for credit losses related to AIR at September 30, 2026 and December 31, 2025 as it is excluded from amortized cost.

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


		Commercial			Consumer
(In thousands)		Loans			Loans			Residential			Total
Balance as of June 30, 2026	$	64,562		$	43,807		$	32,131		$	140,500
Charge-offs		(2,605	)		(4,161	)		(149	)		(6,915	)
Recoveries		1,242			1,320			61			2,623
Provision		808			2,184			800			3,792
Ending balance as of September 30, 2026	$	64,007		$	43,150		$	32,843		$	140,000
Balance as of June 30, 2025	$	66,021		$	40,869		$	33,310		$	140,200
Charge-offs		(655	)		(5,020	)		(721	)		(6,396	)
Recoveries		224			1,809			63			2,096
Provision		220			2,135			745			3,100
Ending balance as of September 30, 2025	$	65,810		$	39,793		$	33,397		$	139,000


		Commercial			Consumer
(In thousands)		Loans			Loans			Residential			Total
Balance as of December 31, 2025	$	61,725		$	42,583		$	33,692		$	138,000
Charge-offs		(6,470	)		(12,943	)		(354	)		(19,767	)
Recoveries		1,546			4,369			347			6,262
Provision		7,206			9,141			(842	)		15,505
Ending balance as of September 30, 2026	$	64,007		$	43,150		$	32,843		$	140,000
Balance as of December 31, 2024	$	45,453		$	43,987		$	26,560		$	116,000
Allowance for credit loss on PCD acquired loans		7,355			-			371			7,726
Charge-offs		(3,410	)		(14,733	)		(839	)		(18,982	)
Recoveries		740			4,781			246			5,767
Provision		15,672			5,758			7,059			28,489
Ending balance as of September 30, 2025	$	65,810		$	39,793		$	33,397		$	139,000

The allowance for credit losses as of September 30, 2026 increased compared to December 31, 2025 and September 30, 2025 primarily due to providing for current year loan growth, change in scenario weightings and the establishment of specific reserves during the nine months ended September 30, 2026 for newly identified individually evaluated loans. These increases to the allowance for credit losses were partially offset by improvements in the economic forecast, model adjustment, accelerated prepayment speeds and changes in loan composition and balances, including reductions in other consumer and residential solar portfolios. First quarter 2026 model adjustments lowered the allowance, as updates from the annual model review and recalibration process incorporated recent delinquency and loss experience which reflected improved default estimates across most portfolio segments.

Individually Evaluated Loans

The threshold for evaluating commercial loans risk graded substandard or doubtful, and nonperforming loans specifically evaluated for individual credit loss is $1.0 million. As of September 30, 2026, nine relationships were identified for individual credit loss evaluation with an amortized cost basis of $34.0 million, with $5.0 million of allowance for credit loss. As of September 30, 2026, there were $20.8 million of loans in nonaccrual status that were specifically evaluated for individual credit loss with no allowance for credit loss as the fair value of the underlying collateral supported the amortized cost. As of December 31, 2025,five relationships with an amortized cost basis of $12.2 million were identified for individual credit loss evaluation. These relationships were in nonaccrual status and with no allowance for credit loss as the fair value of the underlying collateral supported the amortized cost.

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



						Greater
						Than
		31–60 Days		61–90 Days		90 Days		Total						Recorded
		Past Due		Past Due		Past Due		Past Due						Total
(In thousands)		Accruing		Accruing		Accruing		Accruing		Nonaccrual		Current		Loans
As of September 30, 2026
Commercial loans:
C&I	$	287	$	217	$	26	$	530	$	13,013	$	1,719,079	$	1,732,622
CRE		7,719		371		279		8,369		29,689		4,720,681		4,758,739
Total commercial loans	$	8,006	$	588	$	305	$	8,899	$	42,702	$	6,439,760	$	6,491,361
Consumer loans:
Auto	$	12,220	$	2,388	$	1,152	$	15,760	$	3,000	$	1,410,679	$	1,429,439
Residential solar		4,826		1,211		746		6,783		141		664,941		671,865
Other consumer		787		313		285		1,385		107		73,884		75,376
Total consumer loans	$	17,833	$	3,912	$	2,183	$	23,928	$	3,248	$	2,149,504	$	2,176,680
Residential	$	6,376	$	931	$	1,966	$	9,273	$	19,577	$	3,251,621	$	3,280,471
Total loans	$	32,215	$	5,431	$	4,454	$	42,100	$	65,527	$	11,840,885	$	11,948,512



						Greater
						Than
		31–60 Days		61–90 Days		90 Days		Total						Recorded
		Past Due		Past Due		Past Due		Past Due						Total
(In thousands)		Accruing		Accruing		Accruing		Accruing		Nonaccrual		Current		Loans
As of December 31, 2025
Commercial loans:
C&I	$	761	$	126	$	103	$	990	$	1,947	$	1,645,794	$	1,648,731
CRE		1,802		5,112		2,117		9,031		17,987		4,592,983		4,620,001
Total commercial loans	$	2,563	$	5,238	$	2,220	$	10,021	$	19,934	$	6,238,777	$	6,268,732
Consumer loans:
Auto	$	12,884	$	2,106	$	965	$	15,955	$	2,940	$	1,298,470	$	1,317,365
Residential solar		4,846		1,396		1,241		7,483		90		729,397		736,970
Other consumer		1,200		467		339		2,006		63		80,824		82,893
Total consumer loans	$	18,930	$	3,969	$	2,545	$	25,444	$	3,093	$	2,108,691	$	2,137,228
Residential	$	5,203	$	666	$	2,366	$	8,235	$	21,565	$	3,162,354	$	3,192,154
Total loans	$	26,696	$	9,873	$	7,131	$	43,700	$	44,592	$	11,509,822	$	11,598,114

Credit Quality Indicators

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

Commercial Grading System

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

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

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

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

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

Consumer and Residential Grading System

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

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

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

The following tables illustrate the Company’s credit quality by loan class by vintage and includes gross charge-offs by loan class by vintage. Included in other consumer gross charge-offs for the nine months ended September 30, 2026, the Company recorded $0.4 million in overdrawn deposit accounts reported as 2025 originations and $0.6 million in overdrawn deposit accounts reported as 2026 originations. Included in other consumer gross charge-offs for the year ended December 31, 2025, the Company recorded $0.3 million in overdrawn deposit accounts reported as 2024 originations and $0.8 million in overdrawn deposit accounts reported as 2025 originations.


																				Revolving		Revolving
																				Loans		Loans
																				Amortized		Converted
(In thousands)		2026			2025			2024			2023			2022			Prior			Cost Basis		to Term			Total
As of September 30, 2026
C&I
By internally assigned grade:
Pass	$	229,250		$	210,375		$	162,347		$	106,017		$	103,810		$	237,172		$	582,589	$	9,393		$	1,640,953
Special Mention		176			1,752			5,791			1,072			2,619			7,722			5,261		125			24,518
Substandard		3,713			753			3,483			4,822			7,035			8,039			31,521		2,212			61,578
Doubtful		-			1,250			4,181			28			2			8			-		104			5,573
Total C&I	$	233,139		$	214,130		$	175,802		$	111,939		$	113,466		$	252,941		$	619,371	$	11,834		$	1,732,622
Current-period gross charge-offs	$	-		$	(482	)	$	(174	)	$	(1,339	)	$	(151	)	$	(265	)	$	-	$	-		$	(2,411	)
CRE
By internally assigned grade:
Pass	$	459,269		$	377,037		$	449,405		$	385,143		$	587,926		$	1,707,460		$	348,302	$	87,324		$	4,401,866
Special mention		-			2,925			2,935			32,270			65,739			69,438			8,001		-			181,308
Substandard		541			5,071			30,108			18,956			22,327			78,431			10,499		9,629			175,562
Doubtful		-			-			-			-			-			-			-		3			3
Total CRE	$	459,810		$	385,033		$	482,448		$	436,369		$	675,992		$	1,855,329		$	366,802	$	96,956		$	4,758,739
Current-period gross charge-offs	$	-		$	-		$	-		$	-		$	(1,040	)	$	(1,063	)	$	-	$	(1,956	)	$	(4,059	)
Auto
By payment activity:
Performing	$	528,403		$	418,128		$	259,329		$	127,595		$	74,346		$	17,486		$	-	$	-		$	1,425,287
Nonperforming		335			1,171			926			967			521			232			-		-			4,152
Total auto	$	528,738		$	419,299		$	260,255		$	128,562		$	74,867		$	17,718		$	-	$	-		$	1,429,439
Current-period gross charge-offs	$	(52	)	$	(761	)	$	(986	)	$	(915	)	$	(648	)	$	(263	)	$	-	$	-		$	(3,625	)
Residential solar
By payment activity:
Performing	$	1,218		$	1,821		$	1,988		$	99,822		$	337,606		$	228,523		$	-	$	-		$	670,978
Nonperforming		-			-			45			36			443			363			-		-			887
Total residential solar	$	1,218		$	1,821		$	2,033		$	99,858		$	338,049		$	228,886		$	-	$	-		$	671,865
Current-period gross charge-offs	$	-		$	-		$	-		$	(711	)	$	(4,139	)	$	(2,044	)	$	-	$	-		$	(6,894	)
Other consumer
By payment activity:
Performing	$	16,501		$	8,440		$	4,255		$	1,708		$	1,712		$	14,152		$	28,186	$	30		$	74,984
Nonperforming		1			30			34			13			33			259			-		22			392
Total other consumer	$	16,502		$	8,470		$	4,289		$	1,721		$	1,745		$	14,411		$	28,186	$	52		$	75,376
Current-period gross charge-offs	$	(688	)	$	(431	)	$	(94	)	$	(51	)	$	(217	)	$	(943	)	$	-	$	-		$	(2,424	)
Residential
By payment activity:
Performing	$	242,012		$	197,428		$	223,627		$	225,533		$	385,925		$	1,566,075		$	401,070	$	17,258		$	3,258,928
Nonperforming		218			220			1,741			2,209			3,266			13,590			83		216			21,543
Total residential	$	242,230		$	197,648		$	225,368		$	227,742		$	389,191		$	1,579,665		$	401,153	$	17,474		$	3,280,471
Current-period gross charge-offs	$	-		$	-		$	(144	)	$	(6	)	$	(8	)	$	(196	)	$	-	$	-		$	(354	)
Total loans	$	1,481,637		$	1,226,401		$	1,150,195		$	1,006,191		$	1,593,310		$	3,948,950		$	1,415,512	$	126,316		$	11,948,512
Current-period gross charge-offs	$	(740	)	$	(1,674	)	$	(1,398	)	$	(3,022	)	$	(6,203	)	$	(4,774	)	$	-	$	(1,956	)	$	(19,767	)


																				Revolving		Revolving
																				Loans		Loans
																				Amortized		Converted
(In thousands)		2025			2024			2023			2022			2021			Prior			Cost Basis		to Term		Total
As of December 31, 2025
C&I
By internally assigned grade:
Pass	$	264,031		$	212,997		$	147,722		$	147,300		$	127,598		$	166,819		$	475,710	$	6,820	$	1,548,997
Special mention		1,063			7,729			4,131			7,010			807			2,809			7,405		-		30,954
Substandard		722			3,150			5,122			7,322			11,744			2,208			37,794		611		68,673
Doubtful		-			-			58			33			16			-			-		-		107
Total C&I	$	265,816		$	223,876		$	157,033		$	161,665		$	140,165		$	171,836		$	520,909	$	7,431	$	1,648,731
Current-period gross charge-offs	$	-		$	(497	)	$	(477	)	$	(63	)	$	(263	)	$	(1,218	)	$	-	$	-	$	(2,518	)
CRE
By internally assigned grade:
Pass	$	360,858		$	483,504		$	436,790		$	627,582		$	577,221		$	1,362,602		$	329,111	$	49,483	$	4,227,151
Special mention		5,509			7,351			22,545			50,020			15,226			62,542			7,053		-		170,246
Substandard		5,080			16,539			17,226			44,496			19,266			102,861			17,136		-		222,604
Total CRE	$	371,447		$	507,394		$	476,561		$	722,098		$	611,713		$	1,528,005		$	353,300	$	49,483	$	4,620,001
Current-period gross charge-offs	$	-		$	-		$	(178	)	$	-		$	-		$	(2,105	)	$	-	$	-	$	(2,283	)
Auto
By payment activity:
Performing	$	563,305		$	371,367		$	199,608		$	132,355		$	40,036		$	6,789		$	-	$	-	$	1,313,460
Nonperforming		547			1,185			982			738			375			78			-		-		3,905
Total auto	$	563,852		$	372,552		$	200,590		$	133,093		$	40,411		$	6,867		$	-	$	-	$	1,317,365
Current-period gross charge-offs	$	(263	)	$	(1,526	)	$	(1,320	)	$	(1,494	)	$	(609	)	$	(262	)	$	-	$	-	$	(5,474	)
Residential solar
By payment activity:
Performing	$	1,978		$	2,200		$	108,529		$	365,629		$	150,757		$	106,546		$	-	$	-	$	735,639
Nonperforming		-			-			58			761			384			128			-		-		1,331
Total Residential solar	$	1,978		$	2,200		$	108,587		$	366,390		$	151,141		$	106,674		$	-	$	-	$	736,970
Current-period gross charge-offs	$	-		$	-		$	(1,012	)	$	(5,153	)	$	(1,619	)	$	(844	)	$	-	$	-	$	(8,628	)
Other consumer
By payment activity:
Performing	$	16,080		$	7,334		$	3,257		$	4,465		$	11,689		$	13,636		$	25,995	$	35	$	82,491
Nonperforming		-			29			26			37			135			126			15		34		402
Total other consumer	$	16,080		$	7,363		$	3,283		$	4,502		$	11,824		$	13,762		$	26,010	$	69	$	82,893
Current-period gross charge-offs	$	(815	)	$	(404	)	$	(95	)	$	(941	)	$	(1,940	)	$	(1,195	)	$	-	$	-	$	(5,390	)
Residential
By payment activity:
Performing	$	192,323		$	237,485		$	244,007		$	404,751		$	473,304		$	1,242,708		$	346,079	$	27,566	$	3,168,223
Nonperforming		-			1,629			2,419			3,126			3,238			13,278			76		165		23,931
Total residential	$	192,323		$	239,114		$	246,426		$	407,877		$	476,542		$	1,255,986		$	346,155	$	27,731	$	3,192,154
Current-period gross charge-offs	$	-		$	(16	)	$	(272	)	$	(574	)	$	-		$	(54	)	$	-	$	-	$	(916	)
Total loans	$	1,411,496		$	1,352,499		$	1,192,480		$	1,795,625		$	1,431,796		$	3,083,130		$	1,246,374	$	84,714	$	11,598,114
Current-period gross charge-offs	$	(1,078	)	$	(2,443	)	$	(3,354	)	$	(8,225	)	$	(4,431	)	$	(5,678	)	$	-	$	-	$	(25,209	)

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

The allowance for credit losses on unfunded commitments totaled $6.0 million as of September 30, 2026, compared to $5.8 million as of December 31, 2025. The reserve for unfunded loan commitments was $0.5 million for the three months ended September 30, 2026, compared to $(0.3) million for the three months ended September 30, 2025. The reserve for unfunded loan commitments was $0.2 million for the nine months ended September 30, 2026, compared to $1.5 million for the nine months ended September 30, 2025. The reserve for unfunded loan commitments was recorded within other noninterest expense in the unaudited interim consolidated statements of income. Included in the reserve for unfunded loan commitments for the three and nine months ended September 30, 2025, was $0.5 million of acquisition-related provision for unfunded loan commitments due to the Evans acquisition.

Loan Modifications to Borrowers Experiencing Financial Difficulties

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

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



	Amortized Cost								Weighted	Weighted
						Combination -			Average	Average
						Term Extension	% of Total Class		Term	Interest
		Term		Interest		and Interest	of Financing		Extension	Rate Reduction
(Dollars in thousands)		Extension		Rate Reduction		Rate Reduction	Receivables		(years)	(basis points)
Three Months Ended September 30, 2026
CRE	$	8,583	$	-	$	9,467	0.379	%	1.66	0.54	%
Residential		167		-		-	0.005	%	10.93	-
Total	$	8,750	$	-	$	9,467
Three Months Ended September 30, 2025
Residential	$	75	$	-	$	-	0.002	%	1.64	-
Total	$	75	$	-	$	-

	Amortized Cost								Weighted	Weighted
						Combination -			Average	Average
						Term Extension	% of Total Class		Term	Interest
		Term		Interest		and Interest	of Financing		Extension	Rate Reduction
(Dollars in thousands)		Extension		Rate Reduction		Rate Reduction	Receivables		(years)	(basis points)
Nine Months Ended September 30, 2026
CRE	$	8,583	$	-	$	9,467	0.379	%	1.66	0.54	%
Auto		8		-		-	0.001	%	1.89	-
Residential		1,388		-		-	0.042	%	6.11	-
Total	$	9,979	$	-	$	9,467
Nine Months Ended September 30, 2025
Residential	$	958	$	28	$	-	0.031	%	5.57	0.62	%
Total	$	958	$	28	$	-

There were no financing receivables that had a payment default during the three and nine months ended September 30, 2026, or during the three months ended September 30, 2025, that were modified to borrowers experiencing financial difficulty in the twelve months prior to the default. During the nine months ended September 30, 2025, there were $59 thousand of residential financing receivables with term extension modifications that had payment defaults during the period, that were modified to borrowers experiencing financial difficulty in the twelve months prior to the default.

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


	Payment Status (Amortized Cost Basis)
				31-60 Days		61-90 Days		Greater than 90
(In thousands)		Current		Past Due		Past Due		Days Past Due
As of September 30, 2026
CRE	$	18,051	$	-	$	-	$	-
Auto		-		-		-		8
Residential		1,918		-		-		-
Total	$	19,969	$	-	$	-	$	8


	Payment Status (Amortized Cost Basis)
				31-60 Days		61-90 Days		Greater than 90
(In thousands)		Current		Past Due		Past Due		Days Past Due
As of September 30, 2025
Residential	$	1,096	$	56	$	-	$	-
Total	$	1,096	$	56	$	-	$	-

8. Borrowings

Short-Term Borrowings

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

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




(In thousands)		September 30, 2026		December 31, 2025
Federal funds purchased	$	25,000	$	-
Securities sold under repurchase agreements		118,397		148,069
Other short-term borrowings		271,000		-
Total short-term borrowings	$	414,397	$	148,069

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

Subordinated Debt

The subordinated notes assumed in connection with the Salisbury Bancorp, Inc. acquisition included $25.0 million of 3.50% fixed-to-floating rate subordinated notes due 2031. The subordinated notes, which qualified as Tier 2 capital, had a maturity date of March 31, 2031 and bore interest at an annual rate of 3.50%, payable quarterly in arrears commencing on June 30, 2021, and a floating rate of interest equivalent to the three-month Secured Overnight Financing Rate (“SOFR”) plus a spread of 2.80%, payable quarterly in arrears commencing on June 30, 2026. The subordinated notes were redeemable, without penalty, on or after March 31, 2026. On June 30, 2026, the Company redeemed these subordinated notes in full using existing liquidity sources.

The following table summarizes the Company’s subordinated debt:


(Dollars in thousands)		September 30, 2026		December 31, 2025
Subordinated notes issued March 2021 and acquired August 2023 - fixed interest rate of 3.50% through June 2026 and a variable interest rate equivalent to three-month SOFR plus 2.80% thereafter, maturing March 31, 2031	$	-	$	25,000
Unamortized debt issuance costs and unamortized fair value discount		-		(491	)
Total subordinated debt, net	$	-	$	24,509

9. Defined Benefit Post-Retirement Plans

The Company has a qualified, noncontributory, defined benefit pension plan (the “Plan”) covering substantially all of its employees at September 30, 2026. Benefits paid from the Plan are based on age, years of service, compensation and social security benefits and are determined in accordance with defined formulas. The Company’s policy is to fund the Plan in accordance with Employee Retirement Income Security Act of 1974 standards. Assets of the Plan are invested in publicly traded stocks, bonds and mutual funds. In addition to the Plan, the Company provides supplemental employee retirement plans to certain current and former executives. These supplemental employee retirement plans and the Plan are collectively referred to herein as “Pension Benefits.”

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

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

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

The Company made no voluntary contributions to the Pension Benefits and Other Benefits plans during the three and nine months ended September 30, 2026 and 2025.

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


	Pension Benefits						Other Benefits
	Three Months Ended September 30,						Three Months Ended September 30,
(In thousands)		2026			2025			2026		2025
Components of net periodic (benefit) cost:
Service cost	$	672		$	696		$	1	$	1
Interest cost		1,165			1,231			58		59
Expected return on plan assets		(2,313	)		(2,142	)		-		-
Net amortization		33			276			-		(1	)
Total net periodic (benefit) cost	$	(443	)	$	61		$	59	$	59


	Pension Benefits						Other Benefits
	Nine Months Ended September 30,						Nine Months Ended September 30,
(In thousands)		2026			2025			2026			2025
Components of net periodic (benefit) cost:
Service cost	$	2,015		$	2,065		$	2		$	3
Interest cost		3,494			3,437			174			177
Expected return on plan assets		(6,938	)		(6,278	)		-			-
Net amortization		98			909			(1	)		(3	)
Total net periodic (benefit) cost	$	(1,331	)	$	133		$	175		$	177

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

10. Earnings Per Share

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

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


	Three Months Ended
	September 30,
(In thousands)		2026		2025
Basic EPS:
Weighted average common shares outstanding		51,960		52,426
Net income available to common stockholders	$	58,028	$	54,471
Basic EPS	$	1.12	$	1.04
Diluted EPS:
Weighted average common shares outstanding		51,960		52,426
Dilutive effect of common stock options and restricted stock		279		217
Weighted average common shares and common share equivalents		52,239		52,643
Net income available to common stockholders	$	58,028	$	54,471
Diluted EPS	$	1.11	$	1.03


	Nine Months Ended
	September 30,
(In thousands)		2026		2025
Basic EPS:
Weighted average common shares outstanding		52,021		50,100
Net income available to common stockholders	$	162,200	$	113,726
Basic EPS	$	3.12	$	2.27
Diluted EPS:
Weighted average common shares outstanding		52,021		50,100
Dilutive effect of common stock options and restricted stock		248		226
Weighted average common shares and common share equivalents		52,269		50,326
Net income available to common stockholders	$	162,200	$	113,726
Diluted EPS	$	3.10	$	2.26

There were no shares of anti-dilutive restricted stock outstanding for the three and nine months ended September 30, 2026 and 2025.

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

The following table summarizes the reclassification adjustments out of AOCI:


							Affected line item in the
							Consolidated Statement of
Detail About AOCI Components	Amount Reclassified from AOCI						Comprehensive Income (Loss)
	Three Months Ended
(In thousands)		September 30, 2026			September 30, 2025
AFS securities:
Amortization of unrealized gains related to securities transfer	$	52		$	68		Interest income
Tax effect	$	(13	)	$	(17	)	Income tax (benefit)
Net of tax	$	39		$	51
Pension and other benefits:
Amortization of net losses	$	29		$	273		Other noninterest expense
Amortization of prior service costs		4			2		Other noninterest expense
Tax effect	$	(9	)	$	(69	)	Income tax (benefit)
Net of tax	$	24		$	206
Total reclassifications, net of tax	$	63		$	257


							Affected line item in the
							Consolidated Statement of
Detail About AOCI Components	Amount Reclassified from AOCI						Comprehensive Income (Loss)
	Nine Months Ended
(In thousands)		September 30, 2026			September 30, 2025
AFS securities:
Amortization of unrealized gains related to securities transfer	$	165		$	213		Interest income
Tax effect	$	(41	)	$	(53	)	Income tax (benefit)
Net of tax	$	124		$	160
Pension and other benefits:
Amortization of net losses	$	87		$	899		Other noninterest expense
Amortization of prior service costs		10			7		Other noninterest expense
Tax effect	$	(25	)	$	(227	)	Income tax (benefit)
Net of tax	$	72		$	679
Total reclassifications, net of tax	$	196		$	839

12. Derivative Instruments and Hedging Activities

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

Derivatives Not Designated as Hedging Instruments

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

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

As of September 30, 2026 and December 31, 2025, the Company had twenty-seven and twenty-two risk participation agreements, respectively, with financial institution counterparties for interest rate swaps related to participated loans. Risk participation agreements provide credit protection to the financial institution that originated the swap transaction should the borrower fail to perform on its obligation. The Company enters into both risk participation agreements in which it purchases credit protection from other financial institutions and those in which it provides credit protection to other financial institutions.

The following table summarizes the derivatives outstanding:




		Notional	Balance Sheet		Fair		Notional	Balance Sheet		Fair
(In thousands)		Amount	Location		Value		Amount	Location		Value
As of September 30, 2026
Derivatives not designated as hedging instruments
Interest rate derivatives	$	1,357,817	Other assets	$	98,507	$	1,357,817	Other liabilities	$	98,401
Risk participation agreements		136,743	Other assets		66		58,783	Other liabilities		24
Total derivatives not designated as hedging instruments				$	98,573				$	98,425
Netting adjustments(1)					22,819					-
Net derivatives in the balance sheet				$	75,754				$	98,425
Derivatives not offset on the balance sheet				$	99				$	99
Cash collateral(2)					-					-
Net derivative amounts				$	75,655				$	98,326
As of December 31, 2025
Derivatives not designated as hedging instruments
Interest rate derivatives	$	1,332,295	Other assets	$	68,061	$	1,332,295	Other liabilities	$	68,050
Risk participation agreements		97,319	Other assets		53		15,791	Other liabilities		16
Total derivatives not designated as hedging instruments				$	68,114				$	68,066
Netting adjustments(1)					16,010					-
Net derivatives in the balance sheet				$	52,104				$	68,066
Derivatives not offset on the balance sheet				$	5,722				$	5,722
Cash collateral(2)					-					-
Net derivative amounts				$	46,382				$	62,344

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

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

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


	Three Months Ended September 30,					Nine Months Ended September 30,
(In thousands)		2026			2025		2026			2025
Derivatives not designated as hedging instruments:
(Decrease) increase in other income	$	(269	)	$	161	$	(238	)	$	178

13. Fair Value Measurements and Fair Value of Financial Instruments

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

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

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

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

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

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

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

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

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


(In thousands)		Level 1		Level 2		Level 3		September 30, 2026
Assets:
AFS securities:
U.S. treasury	$	110,282	$	-	$	-	$	110,282
Federal agency		-		229,606		-		229,606
State & municipal		-		75,403		-		75,403
Mortgage-backed		-		725,023		-		725,023
Collateralized mortgage obligations		-		832,175		-		832,175
Corporate		-		16,871		-		16,871
Total AFS securities	$	110,282	$	1,879,078	$	-	$	1,989,360
Equity securities		48,949		1,000		-		49,949
Derivatives		-		75,754		-		75,754
Total	$	159,231	$	1,955,832	$	-	$	2,115,063
Liabilities:
Derivatives	$	-	$	98,425	$	-	$	98,425
Total	$	-	$	98,425	$	-	$	98,425


(In thousands)		Level 1		Level 2		Level 3		December 31, 2025
Assets:
AFS securities:
U.S. treasury	$	76,822	$	-	$	-	$	76,822
Federal agency		-		231,276		-		231,276
State & municipal		-		86,727		-		86,727
Mortgage-backed		-		591,562		-		591,562
Collateralized mortgage obligations		-		855,486		-		855,486
Corporate		-		20,965		-		20,965
Total AFS securities	$	76,822	$	1,786,016	$	-	$	1,862,838
Equity securities		47,760		1,000		-		48,760
Derivatives		-		52,104		-		52,104
Total	$	124,582	$	1,839,120	$	-	$	1,963,702
Liabilities:
Derivatives	$	-	$	68,066	$	-	$	68,066
Total	$	-	$	68,066	$	-	$	68,066

GAAP requires disclosure of assets and liabilities measured and recorded at fair value on a non-recurring basis such as goodwill, loans held for sale, other real estate owned, collateral-dependent loans individually evaluated for expected credit losses and HTM securities. As of September 30, 2026, the Company had collateral dependent individually evaluated loans with a carrying value of $34.0 million which were classified within Level 3 of the fair value hierarchy. Included in this amount were loans with fair value of $13.1 million where the amortized cost was adjusted to fair value. As of December 31, 2025, the Company had collateral dependent individually evaluated loans with a carrying value of $12.2 million which were classified within Level 3 of the fair value hierarchy. These loans with fair value of $12.2 million had their amortized cost adjusted to fair value. The Company uses the fair value of underlying collateral, less costs to sell, to estimate the allowance for credit losses for individually evaluated collateral dependent loans. The appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses ranging from 10% to 50%. Based on the valuation techniques used, the fair value measurements for collateral dependent individually evaluated loans are classified as Level 3.

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

		September 30, 2026				December 31, 2025
	Fair Value		Carrying		Estimated		Carrying		Estimated
(In thousands)	Hierarchy		Amount		Fair Value		Amount		Fair Value
Financial assets:
HTM securities	2	$	808,645	$	726,386	$	762,756	$	702,577
Net loans	3		11,809,353		11,366,985		11,461,222		11,337,753
Financial liabilities:
Time deposits	2	$	1,266,582	$	1,250,836	$	1,492,445	$	1,484,165
Long-term debt	2		42,975		42,780		43,176		43,395
Subordinated debt	1		-		-		24,509		24,016
Junior subordinated debt	2		111,738		98,696		111,668		98,841

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

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

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

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

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

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

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

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

14. Commitments and Contingencies

The Company is a party to certain financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, unused lines of credit, standby letters of credit and certain agricultural real estate loans sold to investors with recourse, with the sold portion having a government guarantee that is assignable back to the Company upon repurchase of the loan in the event of default. The Company’s exposure to credit loss in the event of nonperformance by the other party to the commitments to extend credit, unused lines of credit, standby letters of credit and loans sold with recourse is represented by the contractual amount of those instruments. The credit risk associated with commitments to extend credit and standby and commercial letters of credit is essentially the same as that involved with extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management’s assessment of the customer’s creditworthiness. Commitments to extend credit and unused lines of credit totaled $3.60 billion at September 30, 2026 and $3.40 billion at December 31, 2025.

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

The Company guarantees the obligations or performance of customers by issuing standby letters of credit to third-parties. These standby letters of credit are generally issued in support of third-party debt, such as corporate debt issuances, industrial revenue bonds and municipal securities. The risk involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers and letters of credit are subject to the same credit origination, portfolio maintenance and management procedures in effect to monitor other credit and off-balance sheet products. Typically, these instruments have one year expirations with an option to renew upon annual review; therefore, the total amounts do not necessarily represent future cash requirements. Standby letters of credit totaled $68.5 million at September 30, 2026 and $58.5 million at December 31, 2025. As of September 30, 2026 and December 31, 2025, the fair value of the Company’s standby letters of credit was not significant.

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

15. Segment Reporting

Management assesses its operating segment structure to enhance transparency in how financial performance is evaluated and resources are allocated by the chief operating decision maker (“CODM”). Segments are components of an enterprise that are regularly evaluated by the CODM to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer.

The Company has determined that it operates through two reportable segments:

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

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

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

Reported segments and their financial information are not necessarily comparable to similar information reported by other financial institutions. Additionally, due to interrelationships among the various segments, the information presented is not indicative of how the segments would perform as independent entities. Changes in management structure, allocation methodologies, or procedures may result in future revisions to previously reported segment financial data. There have been no changes to the Company’s operating segments since those disclosed in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025. The Company will continue to evaluate its segment disclosures and make necessary adjustments as business operations evolve.

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


	Three Months Ended September 30, 2026
				Retirement
				Plan
(In thousands)		Banking		Administration		All Other(1)			Consolidated
Net interest income	$	142,065	$	19	$	-		$	142,084
Provision for loan losses		3,792		-		-			3,792
Net interest income after provision for loan losses	$	138,273	$	19	$	-		$	138,292
Noninterest income
Service charges on deposit accounts	$	5,891	$	-	$	-		$	5,891
Card services income		6,818		-		-			6,818
Retirement plan administration fees		-		17,882		(583	)		17,299
Wealth management		10,510		681		3			11,194
Insurance services		-		-		5,400			5,400
Bank owned life insurance income		2,395		-		-			2,395
Net securities gains (losses)		62		-		-			62
Other		5,068		154		(1,336	)		3,886
Total noninterest income	$	30,744	$	18,717	$	3,484		$	52,945
Noninterest expense
Salaries and employee benefits	$	57,474	$	9,084	$	3,009		$	69,567
Technology and data services		11,641		251		182			12,074
Occupancy		9,268		222		69			9,559
Professional fees and outside services		5,682		768		(550	)		5,900
Office supplies and postage		2,049		96		11			2,156
FDIC assessment		2,031		-		-			2,031
Marketing		875		73		6			954
Amortization of intangible assets		2,575		397		50			3,022
Loan collection and other real estate owned, net		678		-		-			678
Acquisition expenses		-		-		-			-
Other		10,094		331		(1,202	)		9,223
Total noninterest expense	$	102,367	$	11,222	$	1,575		$	115,164
Income before income tax expense	$	66,650	$	7,514	$	1,909		$	76,073
Income tax expense		16,492		1,553		-			18,045
Net income	$	50,158	$	5,961	$	1,909		$	58,028
Goodwill	$	414,865	$	23,877	$	14,536		$	453,278
Intangible assets, net		42,890		4,314		891			48,095
Total assets		18,365,493		52,242		(2,024,034	)		16,393,701

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


	Three Months Ended September 30, 2025
					Retirement
					Plan
(In thousands)		Banking			Administration		All Other(1)			Consolidated
Net interest income	$	134,643		$	20	$	-		$	134,663
Provision for loan losses		3,100			-		-			3,100
Net interest income after provision for loan losses	$	131,543		$	20	$	-		$	131,563
Noninterest income
Service charges on deposit accounts	$	5,100		$	-	$	-		$	5,100
Card services income		6,389			-		-			6,389
Retirement plan administration fees		-			16,371		(458	)		15,913
Wealth management		10,592			507		4			11,103
Insurance services		-			-		5,260			5,260
Bank owned life insurance income		3,240			-		-			3,240
Net securities gains (losses)		(2	)		-		-			(2	)
Other		6,201			737		(2,536	)		4,402
Total noninterest income	$	31,520		$	17,615	$	2,270		$	51,405
Noninterest expense
Salaries and employee benefits	$	55,447		$	8,283	$	2,906		$	66,636
Technology and data services		10,767			245		168			11,180
Occupancy		8,742			236		75			9,053
Professional fees and outside services		5,826			545		(430	)		5,941
Office supplies and postage		1,936			123		14			2,073
FDIC assessment		2,262			-		-			2,262
Marketing		831			-		2			833
Amortization of intangible assets		2,899			475		55			3,429
Loan collection and other real estate owned, net		719			-		-			719
Acquisition expenses		1,125			-		-			1,125
Other		10,007			237		(2,352	)		7,892
Total noninterest expense	$	100,561		$	10,144	$	438		$	111,143
Income before income tax expense	$	62,502		$	7,491	$	1,832		$	71,825
Income tax expense		15,719			1,635		-			17,354
Net income	$	46,783		$	5,856	$	1,832		$	54,471
Goodwill	$	415,659		$	23,877	$	14,536		$	454,072
Intangible assets, net		53,886			6,029		1,103			61,018
Total assets		18,035,279			52,921		(1,975,616	)		16,112,584


	Nine Months Ended September 30, 2026
				Retirement
				Plan
(In thousands)		Banking		Administration		All Other(1)			Consolidated
Net interest income	$	413,340	$	55	$	-		$	413,395
Provision for loan losses		15,505		-		-			15,505
Net interest income after provision for loan losses	$	397,835	$	55	$	-		$	397,890
Noninterest income
Service charges on deposit accounts	$	16,353	$	-	$	-		$	16,353
Card services income		19,459		-		-			19,459
Retirement plan administration fees		-		52,201		(1,408	)		50,793
Wealth management		31,390		1,877		9			33,276
Insurance services		-		-		14,059			14,059
Bank owned life insurance income		7,559		-		-			7,559
Net securities gains (losses)		679		-		-			679
Other		16,173		460		(6,003	)		10,630
Total noninterest income	$	91,613	$	54,538	$	6,657		$	152,808
Noninterest expense
Salaries and employee benefits	$	171,274	$	27,215	$	8,841		$	207,330
Technology and data services		34,167		739		528			35,434
Occupancy		29,146		691		207			30,044
Professional fees and outside services		16,330		2,117		(1,331	)		17,116
Office supplies and postage		6,051		278		54			6,383
FDIC assessment		6,025		-		-			6,025
Marketing		2,739		55		15			2,809
Amortization of intangible assets		8,149		1,254		158			9,561
Loan collection and other real estate owned, net		1,832		-		-			1,832
Acquisition expenses		-		-		-			-
Other		27,079		912		(5,691	)		22,300
Total noninterest expense	$	302,792	$	33,261	$	2,781		$	338,834
Income before income tax expense	$	186,656	$	21,332	$	3,876		$	211,864
Income tax expense		45,115		4,549		-			49,664
Net income	$	141,541	$	16,783	$	3,876		$	162,200
Goodwill	$	414,865	$	23,877	$	14,536		$	453,278
Intangible assets, net		42,890		4,314		891			48,095
Total assets		18,365,493		52,242		(2,024,034	)		16,393,701


	Nine Months Ended September 30, 2025
				Retirement
				Plan
(In thousands)		Banking		Administration		All Other(1)			Consolidated
Net interest income	$	366,050	$	56	$	-		$	366,106
Provision for loan losses		28,489		-		-			28,489
Net interest income after provision for loan losses	$	337,561	$	56	$	-		$	337,617
Noninterest income
Service charges on deposit accounts	$	13,921	$	-	$	-		$	13,921
Card services income		17,783		-		-			17,783
Retirement plan administration fees		-		48,708		(1,227	)		47,481
Wealth management		31,082		1,622		23			32,727
Insurance services		1		-		14,117			14,118
Bank owned life insurance income		8,817		-		-			8,817
Net securities gains (losses)		6		-		-			6
Other		16,832		1,037		(6,933	)		10,936
Total noninterest income	$	88,442	$	51,367	$	5,980		$	145,789
Noninterest expense
Salaries and employee benefits	$	157,654	$	25,437	$	8,394		$	191,485
Technology and data services		30,909		818		495			32,222
Occupancy		26,121		788		209			27,118
Professional fees and outside services		15,492		1,570		(1,148	)		15,914
Office supplies and postage		5,600		243		43			5,886
FDIC assessment		5,776		-		-			5,776
Marketing		2,901		40		4			2,945
Amortization of intangible assets		6,907		1,504		171			8,582
Loan collection and other real estate owned, net		1,867		-		-			1,867
Acquisition expenses		19,526		-		-			19,526
Other		28,231		745		(6,644	)		22,332
Total noninterest expense	$	300,984	$	31,145	$	1,524		$	333,653
Income before income tax expense	$	125,019	$	20,278	$	4,456		$	149,753
Income tax expense		31,687		4,340		-			36,027
Net income	$	93,332	$	15,938	$	4,456		$	113,726
Goodwill	$	415,659	$	23,877	$	14,536		$	454,072
Intangible assets, net		53,886		6,029		1,103			61,018
Total assets		18,035,279		52,921		(1,975,616	)		16,112,584

NBT BANCORP INC. AND SUBSIDIARIES


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

The purpose of this discussion and analysis is to provide a concise description of the consolidated financial condition and results of operations of NBT Bancorp Inc. (“NBT”) and its wholly-owned subsidiaries, including NBT Bank, National Association (the “Bank”), NBT Financial Services, Inc. (“NBT Financial”) and NBT Holdings, Inc. (“NBT Holdings”) (collectively referred to herein as the “Company”). When references to “NBT,” “we,” “our,” “us,” and “the Company” are made in this report, we mean NBT Bancorp Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, NBT Bancorp Inc. When we refer to the “Bank” in this report, we mean our only bank subsidiary, NBT Bank, National Association, and its subsidiaries. This discussion will focus on results of operations and financial condition, including capital resources and asset/liability management. Reference should be made to the Company’s consolidated financial statements and footnotes thereto included in this Form 10‑Q as well as to the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025 for an understanding of the following discussion and analysis. Operating results for the three and nine months ended September 30, 2026 are not necessarily indicative of the results of the full year ending December 31, 2026 or any future period.

Forward-Looking Statements

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

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

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

Non-GAAP Measures

This Quarterly Report on Form 10-Q contains financial information determined by methods other than in accordance with GAAP. Where non-GAAP disclosures are used in this Form 10-Q, the comparable GAAP measure, as well as a reconciliation to the comparable GAAP measure, is provided in the accompanying tables. The Company presents certain financial measures on an “operating” and “tangible” basis. Operating results exclude the after-tax impact of acquisition expenses, acquisition-related provision for credit losses and securities gains (losses). Tangible results exclude goodwill and intangible assets, net of accumulated amortization and applicable deferred tax effects. Management believes these non-GAAP measures provide investors and analysts with additional insight into the Company's core operating performance and facilitate comparisons across reporting periods and with financial institutions that have not engaged in acquisitions. The Company also reports net interest income and net interest margin on an FTE basis. The FTE adjustment reflects the tax benefit associated with tax-exempt securities and loans by assuming they were taxable. Management believes that presentation of net interest income and net interest margin on an FTE basis is a standard practice within the banking industry that enhances comparability among financial institutions. Non-GAAP measures should not be considered a substitute for financial measures determined in accordance with GAAP and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Amounts previously reported in the consolidated financial statements are reclassified whenever necessary to conform to current period presentation.

Critical Accounting Estimates

SEC guidance requires disclosure of “critical accounting estimates.” The SEC defines “critical accounting estimates” as those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. The Company follows financial accounting and reporting policies that are in accordance with GAAP. The more significant of these policies are summarized in Note 1 to the consolidated financial statements presented in our 2025 Annual Report on Form 10-K. Management has reviewed the application of these estimates with the Audit Committee of NBT’s Board of Directors. The allowance for credit losses and unfunded commitments policies are deemed to meet the SEC’s definition of a critical accounting estimate.

Allowance for Credit Losses and Unfunded Commitments

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

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

One of the most significant judgments involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate expected credit losses over the forecast period. At September 30, 2026, the weightings were 60%, 5% and 35% for the baseline, upside and downside economic forecast scenarios, respectively. The baseline outlook reflected an economic environment where the northeast unemployment rate increases from 4.27% in the third quarter of 2026 to 4.74% by the end of the forecast period, with a peak northeast unemployment rate of 4.76% in the fourth quarter of 2027. National GDP annualized growth (on a quarterly basis) is expected to start the fourth quarter of 2026 at approximately 1.56% and increase to 2.08% by the end of the forecast period. Key assumptions in the baseline economic outlook included the Federal Reserve policy rate of 3.50%-3.75% and the economy remaining at full employment. The alternative upside scenario assumes improved economic conditions from the baseline outlook. Under this scenario, northeast unemployment falls from 4.27% in the third quarter of 2026 to 3.88% in the first quarter of 2027 and eventually settles at 4.01% by the end of the forecast period. The alternative downside scenario with recessionary conditions assumes deteriorated economic conditions from the baseline outlook. Under this scenario, northeast unemployment rises from 4.27% in the third quarter of 2026 to a peak of 7.64% in the fourth quarter of 2027. These scenarios and their respective weightings are evaluated at each measurement date and reflect management’s expectations as of September 30, 2026. Additional qualitative adjustments were made for factors not incorporated in the forecasts or the model, such as loss rate expectations for certain loan pools.

To demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of September 30, 2026, the Company changed the scenario weightings, with a 10% increase to the downside scenario and a 10% decrease to the baseline scenario causing a 3.4% increase in the overall estimated allowance for credit losses. If instead the upside scenario was increased 10% and the baseline scenario was decreased 10%, the overall estimated allowance for credit losses decreased 0.8%. To further demonstrate the sensitivity of the allowance for credit losses estimate to macroeconomic forecast weightings assumptions as of September 30, 2026, the Company increased the downside scenario to 100% which resulted in a 22.8% increase in the overall estimated allowance for credit losses.

The Company’s policies on the CECL methodology for allowance for credit losses are disclosed in Note 1 to the consolidated financial statements presented in our 2025 Annual Report on Form 10-K. All accounting policies are important and as such, the Company encourages the reader to review each of the policies included in Note 1 to the consolidated financial statements presented in our 2025 Annual Report on Form 10-K to obtain a better understanding of how the Company’s financial performance is reported. The Company’s critical accounting policies are described in detail in Part II Item 7. in the 2025 Annual Report on Form 10-K and there have been no material changes in such policies since the date of that report. Refer to Note 3 to the unaudited interim consolidated financial statements in this Quarterly Report on Form 10-Q for recently adopted accounting standards.

Evans Bancorp, Inc. Merger

On May 2, 2025, the Company completed the acquisition of Evans, through the merger of Evans with and into the Company, with the Company surviving the merger. Total consideration for the acquisition was $221.8 million in common stock. Evans, with assets of $2.19 billion at December 31, 2024, was headquartered in Williamsville, New York. Its primary subsidiary, Evans Bank, was a federally-chartered national banking association operating 18 banking locations in Western New York. The acquisition enhances the Company’s presence in Western New York, including the Buffalo and Rochester communities. In connection with the acquisition, the Company issued 5.1 million shares of common stock and acquired approximately $131.2 million of identifiable net assets, including $1.67 billion of loans, $255.5 million in AFS investment securities, which were sold during the second quarter of 2025, $33.2 million of core deposit intangibles and $1.86 billion in deposits. As of the acquisition date, the fair value discount was $95.2 million for loans, net of the reclassification of the PCD allowance and $0.6 million net discount related to long-term debt.

The Company incurred acquisition expenses related to the merger of $1.1 million and $19.5 million for the three and nine months ended September 30, 2025, respectively.

Executive Summary

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

Net income for the three months ended September 30, 2026 was $58.0 million, up $5.0 million from the second quarter of 2026 and up $3.6 million from the third quarter of 2025. Diluted earnings per share were $1.11 for the three months ended September 30, 2026, up $0.09 from the second quarter of 2026 and up $0.08 from the third quarter of 2025. Net income for the nine months ended September 30, 2026 was $162.2 million, or $3.10 per diluted common share, up $48.5 million from $113.7 million, or $2.26 per diluted common share for the nine months ended September 30, 2025.

Operating net income⁽¹⁾, a non-GAAP measure, was $58.0 million, or $1.11 per diluted common share, for the three months ended September 30, 2026, compared to $1.01 per diluted common share for the second quarter of 2026 and $1.05 per diluted common share for the third quarter of 2025. Operating net income⁽¹⁾ for the nine months ended September 30, 2026 was $161.7 million, or $3.09 per diluted common share, up $23.0 million from $138.7 million, or $2.76 per diluted common share for the nine months ended September 30, 2025.

The following information should be considered in connection with the Company’s results for the three and nine months ended September 30, 2026:

●

Net interest income for the three months ended September 30, 2026 was $142.1 million, up $5.1 million, or 3.7%, from the second quarter of 2026 and up $7.4 million, or 5.5%, from the third quarter of 2025. Net interest income for the nine months ended September 30, 2026 was $413.4 million, up $47.3 million, or 12.9%, from the same period in 2025.

●

FTE NIM⁽¹⁾, a non-GAAP measure, was 3.78% for the three months ended September 30, 2026, an increase of 5 bps from the previous quarter and an increase of 12 bps from the third quarter of 2025. FTE NIM was 3.74% for the nine months ended September 30, 2026, an increase of 17 bps from the same period in 2025.

●

The Company recorded a provision for loan losses of $3.8 million for the three months ended September 30, 2026, compared to $6.1 million in the second quarter of 2026 and $3.1 million in the third quarter of 2025. Provision for loan losses was $15.5 million for the nine months ended September 30, 2026, down $13.0 million from the same period in 2025. Included in the provision expense for the three and nine months ended September 30, 2025 was $13.0 million of acquisition-related provision for loan losses.

●

Excluding securities gains (losses), noninterest income represented 27% of total revenues and was $52.9 million for the three months ended September 30, 2026, up $3.3 million, or 6.7% from the second quarter of 2026 and up $1.5 million, or 2.9%, from the third quarter of 2025. Excluding securities gains (losses), noninterest income was $152.1 million for the nine months ended September 30, 2026 up $6.3 million from the same period in 2025.

●

Noninterest expense, excluding acquisition expenses, was up $3.7 million, or 3.3%, from the second quarter of 2026 and was up $5.1 million, or 4.7%, from the third quarter of 2025. Noninterest expense, excluding acquisition expenses, was $338.8 million for the nine months ended September 30, 2026, up $24.7 million from the same period in 2025.

●

Period end total loans were $11.95 billion, up $350.4 million, or 3.0%, from December 31, 2025. Excluding the other consumer and residential solar portfolios, which are in a planned run-off status, period end loans increased $427.2 million, or 3.9%, from December 31, 2025.

●

Credit quality metrics including net charge-offs to average loans were 0.15%, annualized, and allowance for loan losses to total loans was 1.17%.

●

Period end total deposits were $13.59 billion, up $87.2 million from December 31, 2025. The loan to deposit ratio was 87.9% as of September 30, 2026 and 85.9% as of December 31, 2025.

●

On June 30, 2026, the Company redeemed $25 million of subordinated debt that had a fixed rate of 3.50% using existing liquidity sources. The $25 million of subordinated debt converted to a floating rate at 6.50% in the second quarter of 2026.

●

The acquisition of Evans through the merger of Evans with and into the Company was completed on May 2, 2025. The Company incurred acquisition expenses of $1.1 million and $19.5 million for the three and nine months ended September 30, 2025, respectively, related to the merger with Evans in 2025.

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

Results of Operations

The following table sets forth certain financial highlights:


	Three Months Ended									Nine Months Ended
		September 30,			June 30,			September 30,			September 30,			September 30,
		2026			2026			2025			2026			2025
Performance:
Diluted earnings per share	$	1.11		$	1.02		$	1.03		$	3.10		$	2.26
Return on average assets(2)		1.41	%		1.32	%		1.35	%		1.34	%		1.01	%
Return on average equity(2)		11.81	%		11.04	%		11.86	%		11.25	%		8.99	%
Return on average tangible common equity(1)(2)		16.54	%		15.65	%		17.35	%		15.94	%		13.07	%
Net interest margin, (FTE)(1)(2)		3.78	%		3.73	%		3.66	%		3.74	%		3.57	%
Capital:
Equity to assets		11.85	%		11.99	%		11.50	%		11.85	%		11.50	%
Tangible equity ratio(1)		9.07	%		9.16	%		8.58	%		9.07	%		8.58	%
Book value per share	$	37.40		$	37.42		$	35.33		$	37.40		$	35.33
Tangible book value per share(1)	$	27.75		$	27.71		$	25.51		$	27.75		$	25.51
Leverage ratio		9.99	%		9.85	%		9.34	%		9.99	%		9.34	%
Common equity tier 1 capital ratio		12.43	%		12.24	%		11.80	%		12.43	%		11.80	%
Tier 1 capital ratio		12.43	%		12.24	%		11.80	%		12.43	%		11.80	%
Total risk-based capital ratio		14.36	%		14.18	%		13.97	%		14.36	%		13.97	%

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

(2) Annualized.

The following table provides the non-GAAP reconciliations:


	Three Months Ended									Nine Months Ended
		September 30,			June 30,			September 30,			September 30,			September 30,
(In thousands, except per share data)		2026			2026			2025			2026			2025
Return on average tangible common equity:
Net income	$	58,028		$	53,030		$	54,471		$	162,200		$	113,726
Amortization of intangible assets (net of tax)		2,267			2,393			2,572			7,171			6,437
Net income, excluding intangible amortization	$	60,295		$	55,423		$	57,043		$	169,371		$	120,163
Average stockholders’ equity	$	1,949,291		$	1,927,088		$	1,821,593		$	1,927,296		$	1,692,002
Less: average goodwill and other intangibles		503,142			506,308			517,271			506,341			462,657
Average tangible common equity	$	1,446,149		$	1,420,780		$	1,304,322		$	1,420,955		$	1,229,345
Return on average tangible common equity(2)		16.54	%		15.65	%		17.35	%		15.94	%		13.07	%
Tangible equity ratio:
Stockholders’ equity	$	1,942,479		$	1,943,919		$	1,853,146		$	1,942,479		$	1,853,146
Intangibles		501,373			504,395			515,090			501,373			515,090
Assets	$	16,393,701		$	16,214,957		$	16,112,584		$	16,393,701		$	16,112,584
Tangible equity ratio		9.07	%		9.16	%		8.58	%		9.07	%		8.58	%
Tangible book value per share:
Stockholders’ equity	$	1,942,479		$	1,943,919		$	1,853,146		$	1,942,479		$	1,853,146
Intangibles		501,373			504,395			515,090			501,373			515,090
Tangible equity	$	1,441,106		$	1,439,524		$	1,338,056		$	1,441,106		$	1,338,056
Diluted common shares outstanding		51,941			51,955			52,449			51,941			52,449
Tangible book value per share	$	27.75		$	27.71		$	25.51		$	27.75		$	25.51
Operating net income:
Net income	$	58,028		$	53,030		$	54,471		$	162,200		$	113,726
Acquisition expenses		-			-			1,125			-			19,526
Acquisition-related provision for credit losses		-			-			-			-			13,022
Acquisition-related reserve for unfunded loan commitments		-			-			-			-			532
Securities (gains) losses		(62	)		(175	)		2			(679	)		(6	)
Adjustments to net income	$	(62	)	$	(175	)	$	1,127		$	(679	)	$	33,074
Adjustments to net income (net of tax)	$	(47	)	$	(134	)	$	851		$	(519	)	$	24,971
Operating net income	$	57,981		$	52,896		$	55,322		$	161,681		$	138,697
Operating diluted earnings per share	$	1.11		$	1.01		$	1.05		$	3.09		$	2.76
FTE adjustment:
Net interest income	$	142,084		$	136,963		$	134,663		$	413,395		$	366,106
FTE adjustment		660			614			594			1,852			1,885
Net interest income (FTE)	$	142,744		$	137,577		$	135,257		$	415,247		$	367,991
Average earnings assets	$	14,978,237		$	14,804,621		$	14,643,524		$	14,826,932		$	13,774,806
Net interest margin (FTE)(2)		3.78	%		3.73	%		3.66	%		3.74	%		3.57	%

(2) Annualized.

Net Interest Income

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

Net interest income was $142.1 million for the third quarter of 2026, up $5.1 million, or 3.7%, from the previous quarter. The FTE NIM was 3.78% for the three months ended September 30, 2026, an increase of 5 bps from the previous quarter. Interest income increased $6.6 million, or 3.6%, as average interest-earning assets of $14.98 billion increased $173.6 million from the prior quarter, while the yield on average interest-earning assets increased 6 bps from the prior quarter to 5.11%. The increase in interest income was driven by organic growth in average loans, one additional day in the third quarter of 2026 and a $1.5 million increase in purchase accounting accretion. Interest expense increased $1.5 million, or 3.1%, primarily due to an increase in the average balances of short-term borrowings and federal funds purchased and the rates paid on those borrowings, partially offset by the redemption of $25 million of subordinated debt in the prior quarter. Included in net interest income was $7.3 million of acquisition-related net accretion for the three months ended September 30, 2026, compared to $5.7 million of acquisition-related net accretion for the three months ended June 30, 2026.

Net interest income was $142.1 million for the third quarter of 2026, up $7.4 million, or 5.5%, from the third quarter of 2025. The FTE NIM was 3.78% for the three months ended September 30, 2026, an increase of 12 bps from the third quarter of 2025. Interest income increased $1.9 million, or 1.0%, as average interest-earning assets increased $334.7 million, or 2.3%, from the third quarter of 2025, primarily due to organic growth in interest-earning assets. The yield on average interest-earning assets decreased 7 bps from the same period in 2025 to 5.11%, primarily due to the Federal Reserve interest rates cuts in 2025. Interest expense decreased $5.5 million, or 9.8%, primarily driven by interest-bearing deposit costs decreasing 28 bps and the redemption of $25 million of subordinated debt in the second quarter of 2026. This decrease was partially offset by an increase in the average balances of short-term borrowings and federal funds purchased and the rates paid on those borrowings. Included in net interest income was $7.3 million of acquisition-related net accretion for the three months ended September 30, 2026, compared to $6.3 million of acquisition-related net accretion for the three months ended September 30, 2025.

Net interest income for the nine months ended September 30, 2026 was $413.4 million, up $47.3 million, or 12.9%, from the same period in 2025. The FTE NIM was 3.74% for the nine months ended September 30, 2026, an increase of 17 bps from the same period in 2025. Interest income increased $38.4 million, or 7.3%, as average interest-earning assets of $14.83 billion increased $1.05 billion primarily due to the addition of $1.95 billion in interest-earning assets in May 2025 from the Evans acquisition and organic earning asset growth. The yield on average interest-earning assets decreased 2 bps from the same period in 2025 to 5.07%, primarily due to the Federal Reserve interest rates cuts in 2025. Interest expense decreased $8.9 million, or 5.7%, for the nine months ended September 30, 2026 as compared to the same period in 2025 driven by interest-bearing deposit costs decreasing 26 bps and lower average balances of subordinated debt. The decrease in interest expense was partially offset by the addition of $1.62 billion in interest-bearing liabilities in May 2025 from the Evans acquisition, organic growth and an increase in the average balances of short-term borrowings and the rate paid on those borrowings. Included in net interest income was $19.7 million of acquisition-related net accretion for the nine months ended September 30, 2026, compared to $13.6 million of acquisition-related net accretion for the nine months ended September 30, 2025.

Average Balances and Net Interest Income

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


Three Months Ended	September 30, 2026						September 30, 2025
		Average			Yield/			Average			Yield/
(Dollars in thousands)		Balance		Interest	Rates			Balance		Interest	Rates
Assets:
Short-term interest-bearing accounts	$	105,785	$	856	3.21	%	$	338,919	$	3,929	4.60	%
Securities taxable(1)		2,672,383		18,595	2.76	%		2,464,271		15,294	2.46	%
Securities tax-exempt(1) (3)		230,409		2,071	3.57	%		196,728		1,726	3.48	%
FRB and FHLB stock		52,157		591	4.50	%		42,790		579	5.37	%
Loans(2) (3)		11,917,503		170,939	5.69	%		11,600,816		169,533	5.80	%
Total interest-earning assets	$	14,978,237	$	193,052	5.11	%	$	14,643,524	$	191,061	5.18	%
Other assets		1,306,010						1,344,775
Total assets	$	16,284,247					$	15,988,299
Liabilities and stockholders’ equity:
Money market deposits	$	4,301,004	$	28,837	2.66	%	$	4,077,741	$	30,897	3.01	%
Interest-bearing checking deposits		2,067,511		5,419	1.04	%		2,059,009		5,694	1.10	%
Savings deposits		1,987,029		2,137	0.43	%		1,947,627		2,105	0.43	%
Time deposits		1,281,998		8,546	2.64	%		1,633,647		13,405	3.26	%
Total interest-bearing deposits	$	9,637,542	$	44,939	1.85	%	$	9,718,024	$	52,101	2.13	%
Federal funds purchased		68,913		660	3.80	%		-		-	-
Repurchase agreements		119,030		787	2.62	%		123,573		816	2.62	%
Short-term borrowings		171,228		1,744	4.04	%		11		-	4.61	%
Long-term debt		43,005		450	4.15	%		44,802		450	3.98	%
Subordinated debt, net		-		-	-			27,085		547	8.01	%
Junior subordinated debt		111,726		1,728	6.14	%		111,629		1,890	6.72	%
Total interest-bearing liabilities	$	10,151,444	$	50,308	1.97	%	$	10,025,124	$	55,804	2.21	%
Demand deposits		3,900,192						3,849,288
Other liabilities		283,320						292,294
Stockholders’ equity		1,949,291						1,821,593
Total liabilities and stockholders’ equity	$	16,284,247					$	15,988,299
Net interest income (FTE)			$	142,744					$	135,257
Interest rate spread					3.14	%					2.97	%
Net interest margin (FTE)					3.78	%					3.66	%
Taxable equivalent adjustment			$	660					$	594
Net interest income			$	142,084					$	134,663

(1) Securities are shown at average amortized cost.

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

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


Nine Months Ended	September 30, 2026						September 30, 2025
		Average			Yield/			Average			Yield/
(Dollars in thousands)		Balance		Interest	Rates			Balance		Interest	Rates
Assets:
Short-term interest-bearing accounts	$	236,105	$	6,138	3.48	%	$	183,929	$	6,318	4.59	%
Securities taxable(1)		2,618,365		52,780	2.70	%		2,451,356		43,814	2.39	%
Securities tax-exempt(1) (3)		210,899		5,669	3.59	%		212,670		5,695	3.58	%
FRB and FHLB stock		47,585		1,822	5.12	%		38,512		1,552	5.39	%
Loans(2) (3)		11,713,978		496,242	5.66	%		10,888,339		466,954	5.73	%
Total interest-earning assets	$	14,826,932	$	562,651	5.07	%	$	13,774,806	$	524,333	5.09	%
Other assets		1,307,235						1,226,118
Total assets	$	16,134,167					$	15,000,924
Liabilities and stockholders’ equity:
Money market deposits	$	4,254,587	$	84,177	2.65	%	$	3,796,235	$	85,616	3.02	%
Interest-bearing checking deposits		2,100,750		16,243	1.03	%		1,882,602		13,829	0.98	%
Savings deposits		1,985,319		6,495	0.44	%		1,791,819		3,911	0.29	%
Time deposits		1,362,087		27,738	2.72	%		1,562,470		39,552	3.38	%
Total interest-bearing deposits	$	9,702,743	$	134,653	1.86	%	$	9,033,126	$	142,908	2.12	%
Federal funds purchased		28,333		803	3.79	%		5,495		185	4.50	%
Repurchase agreements		119,178		2,325	2.61	%		107,067		2,142	2.67	%
Short-term borrowings		68,134		2,050	4.02	%		11,604		401	4.62	%
Long-term debt		43,071		1,336	4.15	%		34,456		1,012	3.93	%
Subordinated debt, net		16,214		1,121	9.24	%		94,022		4,370	6.21	%
Junior subordinated debt		111,703		5,116	6.12	%		106,963		5,324	6.65	%
Total interest-bearing liabilities	$	10,089,376	$	147,404	1.95	%	$	9,392,733	$	156,342	2.23	%
Demand deposits		3,842,595						3,624,662
Other liabilities		274,900						291,527
Stockholders’ equity		1,927,296						1,692,002
Total liabilities and stockholders’ equity	$	16,134,167					$	15,000,924
Net interest income (FTE)			$	415,247					$	367,991
Interest rate spread					3.12	%					2.86	%
Net interest margin (FTE)					3.74	%					3.57	%
Taxable equivalent adjustment			$	1,852					$	1,885
Net interest income			$	413,395					$	366,106

(1) Securities are shown at average amortized cost.

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

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

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


					Increase (Decrease)
Three Months Ended September 30,					2026 over 2025
(In thousands)		Volume			Rate			Total
Short-term interest-bearing accounts	$	(2,135	)	$	(938	)	$	(3,073	)
Securities taxable		1,356			1,945			3,301
Securities tax-exempt		302			43			345
FRB and FHLB stock		115			(103	)		12
Loans		4,577			(3,171	)		1,406
Total FTE interest income	$	4,215		$	(2,224	)	$	1,991
Money market deposits	$	1,629		$	(3,689	)	$	(2,060	)
Interest-bearing checking deposits		23			(298	)		(275	)
Savings deposits		42			(10	)		32
Time deposits		(2,596	)		(2,263	)		(4,859	)
Federal funds purchased		660			-			660
Repurchase agreements		(30	)		1			(29	)
Short-term borrowings		1,744			-			1,744
Long-term debt		(18	)		18			-
Subordinated debt, net		(547	)		-			(547	)
Junior subordinated debt		2			(164	)		(162	)
Total FTE interest expense	$	909		$	(6,405	)	$	(5,496	)
Change in FTE net interest income	$	3,306		$	4,181		$	7,487


					Increase (Decrease)
Nine Months Ended September 30,					2026 over 2025
(In thousands)		Volume			Rate			Total
Short-term interest-bearing accounts	$	1,558		$	(1,738	)	$	(180	)
Securities taxable		3,118			5,848			8,966
Securities tax-exempt		(48	)		22			(26	)
FRB and FHLB stock		351			(81	)		270
Loans		35,036			(5,748	)		29,288
Total FTE interest income	$	40,015		$	(1,697	)	$	38,318
Money market deposits	$	9,708		$	(11,147	)	$	(1,439	)
Interest-bearing checking deposits		1,660			754			2,414
Savings deposits		460			2,124			2,584
Time deposits		(4,680	)		(7,134	)		(11,814	)
Federal funds purchased		652			(34	)		618
Repurchase agreements		237			(54	)		183
Short-term borrowings		1,707			(58	)		1,649
Long-term debt		265			59			324
Subordinated debt, net		(4,726	)		1,477			(3,249	)
Junior subordinated debt		229			(437	)		(208	)
Total FTE interest expense	$	5,512		$	(14,450	)	$	(8,938	)
Change in net FTE interest income	$	34,503		$	12,753		$	47,256

Noninterest Income

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


	Three Months Ended							Nine Months Ended
		September 30,		June 30,		September 30,			September 30,		September 30,
(In thousands)		2026		2026		2025			2026		2025
Service charges on deposit accounts	$	5,891	$	5,194	$	5,100		$	16,353	$	13,921
Card services income		6,818		6,613		6,389			19,459		17,783
Retirement plan administration fees		17,299		16,928		15,913			50,793		47,481
Wealth management		11,194		10,948		11,103			33,276		32,727
Insurance services		5,400		4,177		5,260			14,059		14,118
Bank owned life insurance income		2,395		2,505		3,240			7,559		8,817
Net securities gains (losses)		62		175		(2	)		679		6
Other		3,886		3,187		4,402			10,630		10,936
Total noninterest income	$	52,945	$	49,727	$	51,405		$	152,808	$	145,789

Noninterest income for the three months ended September 30, 2026 was $52.9 million, up $3.2 million, or 6.5%, from the prior quarter and up $1.5 million, or 3.0%, from the third quarter of 2025. Excluding net securities gains (losses), noninterest income for the three months ended September 30, 2026 was $52.9 million, up $3.3 million, or 6.7%, from the prior quarter and up $1.5 million, or 2.9%, from the third quarter of 2025.

The increase from the prior quarter was primarily driven by an increase in insurance services income, service charges on deposits accounts, retirement plan administration fees and other income. Insurance services increased from the prior quarter due to seasonal renewals. Service charges on deposit accounts increased from the prior quarter reflecting the impact of deposit account pricing initiatives implemented during the quarter, changes in customer deposit mix and higher transaction-related fee income. Retirement plan administration fees increased from the prior quarter driven by higher activity-based fees, additional fees from new customer relationships and increased market values of assets under administration. Other income increased $0.7 million from the prior quarter driven by higher commercial loan swap fees.

The increase from the third quarter of 2025 was driven by an increase in retirement plan administration fees and service charges on deposit accounts. Retirement plan administration fees increased from the third quarter of 2025 driven by higher activity-based fees, additional fees from new customer relationships and increased market values of assets under administration. Service charges on deposit accounts increased from the third quarter of 2025, reflecting the impact of deposit account pricing initiatives implemented during the third quarter of 2026, changes in customer account mix and higher transaction-related fee income. These increases were partially offset by a decrease in bank owned life insurance income due to a $0.9 million gain recognized in the third quarter of 2025. Included in other noninterest income for the three months ended September 30, 2025 was a $0.6 million gain related to the finalization of a third-party contractual arrangement.

Noninterest income for the nine months ended September 30, 2026 was $152.8 million, up $7.0 million, or 4.8%, from the same period in 2025. Excluding net securities gains (losses), noninterest income for the nine months ended September 30, 2026 was $152.1 million, up $6.3 million, or 4.4%, from the same period in 2025. The increase from the prior year was primarily due to an increase in retirement plan administration fees, service charges on deposit accounts and card services income. The increase in retirement plan administration fees was driven by higher activity-based fees, additional fees from new customer relationships and increased market values of assets under administration. Service charges on deposit accounts and card services income increased from the same period in 2025 primarily due to the Evans acquisition. In addition, services charges on deposit accounts increased from the same period in 2025 due to the impact of deposit account pricing initiatives implemented during the third quarter of 2026, changes in customer account mix and higher transaction-related fee income. These increases were partially offset by a decrease in bank owned life insurance income due to lower gains recognized during the nine months ended September 30, 2026 compared to the same period in 2025. Included in other noninterest income for the nine months ended September 30, 2025 was a $0.6 million gain related to the finalization of a third-party contractual arrangement.

Noninterest Expense

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


	Three Months Ended						Nine Months Ended
		September 30,		June 30,		September 30,		September 30,		September 30,
(In thousands)		2026		2026		2025		2026		2025
Salaries and employee benefits	$	69,567	$	69,004	$	66,636	$	207,330	$	191,485
Technology and data services		12,074		11,850		11,180		35,434		32,222
Occupancy		9,559		9,475		9,053		30,044		27,118
Professional fees and outside services		5,900		5,662		5,941		17,116		15,914
Office supplies and postage		2,156		2,060		2,073		6,383		5,886
FDIC assessment		2,031		1,984		2,262		6,025		5,776
Marketing		954		936		833		2,809		2,945
Amortization of intangible assets		3,022		3,191		3,429		9,561		8,582
Loan collection and other real estate owned, net		678		545		719		1,832		1,867
Acquisition expenses		-		-		1,125		-		19,526
Other		9,223		6,731		7,892		22,300		22,332
Total noninterest expense	$	115,164	$	111,438	$	111,143	$	338,834	$	333,653

Noninterest expense for the three months ended September 30, 2026 was $115.2 million, up $3.7 million, or 3.3%, from the prior quarter and up $4.0 million, or 3.6%, from the third quarter of 2025. Excluding acquisition expenses, noninterest expense for the three months ended September 30, 2026 was $115.2 million, up $3.7 million, or 3.3%, from the prior quarter and up $5.1 million, or 4.7%, from the third quarter of 2025.

The increase from the prior quarter was primarily driven by an increase in salaries and employee benefits and other expenses. Salaries and employee benefits increased from the prior quarter driven by one additional payroll day and higher incentive compensation expenses, which were partially offset by lower medical expenses and lower payroll taxes. Other expenses increased from the prior quarter primarily driven by an increase in activity-based costs.

The increase from the third quarter of 2025 was driven by an increase in salaries and employee benefits, technology and data services and other expenses. Salaries and employee benefits increased from the third quarter of 2025 primarily due annual merit pay increases and higher employee benefit costs. Technology and data services increased from the third quarter of 2025 driven by the timing of planned activities and ongoing investment in enterprise technology initiatives. Other expenses increased from the third quarter of 2025 primarily due to higher activity-based costs, partially offset by lower FDIC insurance premiums.

Noninterest expense for the nine months ended September 30, 2026 was $338.8 million, up $5.2 million, or 1.6%, from the same period in 2025. Excluding acquisition expenses, noninterest expense for the nine months ended September 30, 2026 was $338.8 million, up $24.7 million, or 7.9%, from the same period in 2025. The increase from the prior year was driven by higher salaries and employee benefits due the Evans acquisition, merit pay increases, higher medical expenses, higher incentive compensation expenses and other benefit costs. The increase in technology and data services was driven by the Evans acquisition, timing of planned activities and ongoing investment in enterprise technology initiatives. Occupancy expense was impacted by additional expenses from the Evans acquisition, higher utilities and higher facilities costs related to new banking locations. Professional fees and outside services increased from the prior year primarily due to the Evans acquisition and the timing of various initiatives. In addition, the increase in amortization of intangible assets was due to the amortization of the core deposit intangible asset related to the Evans acquisition.

Income Taxes

Income tax expense for the three months ended September 30, 2026 was $18.0 million, up $2.0 million from the prior quarter and up $0.7 million from the third quarter of 2025. The effective tax rate was 23.7% for the third quarter of 2026, up from 23.3% in the prior quarter and down from 24.2% for the third quarter of 2025. The increase in the effective tax rate from the prior quarter was due to a lower level of tax-exempt income as a percentage of total taxable income. The decrease in the effective tax rate from the third quarter of 2025 was due to acquisition related tax items in 2025 that did not recur.

Income tax expense for the nine months ended September 30, 2026 was $49.7 million, up $13.6 million from the same period in 2025. The effective tax rate was 23.4% for the nine months ended September 30, 2026, compared to 24.1% for the nine months ended September 30, 2025. The decrease in the effective tax rate from 2025 was due to acquisition related tax items in 2025 that did not recur and a lower level of tax-exempt income as a percentage of total taxable income.

ANALYSIS OF FINANCIAL CONDITION

Securities

Total securities increased $173.6 million, or 6.5% from December 31, 2025 to September 30, 2026. The securities portfolio represented 17.4% of total assets as of September 30, 2026 as compared to 16.7% of total assets as of December 31, 2025.

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


	September 30, 2026		December 31, 2025
Mortgage-backed securities:
With maturities 15 years or less	15	%	15	%
With maturities greater than 15 years	11	%	8	%
Collateralized mortgage obligations	37	%	42	%
Municipal securities	14	%	13	%
U.S. agency notes	20	%	19	%
Corporate	1	%	1	%
Equity securities	2	%	2	%
Total	100	%	100	%

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

Loans

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


(In thousands)		September 30, 2026		December 31, 2025
Commercial & industrial	$	1,748,981	$	1,671,974
Commercial real estate		4,955,896		4,798,957
Residential mortgage		2,584,169		2,537,593
Home equity		481,142		448,113
Indirect auto		1,449,719		1,340,524
Residential solar		671,865		736,970
Other consumer		56,740		63,983
Total loans	$	11,948,512	$	11,598,114

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

Total loans were $11.95 billion and $11.60 billion at September 30, 2026 and December 31, 2025, respectively. Period end loans increased by $350.4 million from December 31, 2025 to September 30, 2026, which included a $76.8 million decrease in the other consumer and residential solar portfolios, which are in a planned run-off status. From December 31, 2025 to September 30, 2026 C&I loans increased $77.0 million to $1.75 billion; CRE loans increased $156.9 million to $4.96 billion; and total consumer loans increased $116.5 million to $5.24 billion. Total loans represent approximately 72.9% of assets as of September 30, 2026, as compared to 72.5% as of December 31, 2025.

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

Within the CRE portfolio, approximately 79% are comprised of Non-Owner Occupied CRE, with the remaining 21% being Owner-Occupied CRE. Non-Owner Occupied CRE includes diverse sectors across the Company’s markets such as residential rental properties (45%) and office spaces (13%), along with retail, manufacturing, mixed use, hotels and others. As of September 30, 2026 and December 31, 2025, the total CRE construction and development loans amounted to $435.8 million and $405.3 million, respectively.

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

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

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

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

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

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

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

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

The allowance for credit losses totaled $140.0 million at September 30, 2026, compared to $140.5 million at June 30, 2026 and $139.0 million at September 30, 2025. The allowance for credit losses as a percentage of loans was 1.17% at September 30, 2026, compared to 1.18% at June 30, 2026 and 1.20% at September 30, 2025. The allowance for credit losses was 200.05% of nonperforming loans at September 30, 2026, compared to 215.13% at June 30, 2026 and to 260.22% at September 30, 2025. The allowance for credit losses as of September 30, 2026 decreased compared to the allowance estimates as of June 30, 2026, primarily due to improvements in the economic forecast and accelerated prepayment speeds. These decreases were partially offset by the change in loan composition and balances including reductions in other consumer and residential solar portfolios that have higher allowance coverage ratios.

The allowance for credit losses as of September 30, 2026 increased compared to the allowance estimates as of September 30, 2025, primarily due to providing for the current year loan growth, change in scenario weightings and the establishment of specific reserves for individually evaluated loans in 2026. These increases to the allowance for credit losses were partially offset by improvements in the economic forecast, model adjustments, accelerated prepayment speeds and the changes in loan composition and balances including reductions in other consumer and residential solar portfolios. First quarter 2026 model adjustments lowered the allowance, as updates from the annual model review and recalibration process incorporated recent delinquency and loss experience which reflected improved default estimates across most portfolio segments.

The provision for loan losses was $3.8 million for the three months ended September 30, 2026, compared to $6.1 million in the prior quarter and $3.1 million for the same period in the prior year. Provision expense decreased from the prior quarter primarily due to lower levels of loan growth and a decrease in allowance for loan loss in the current quarter. Provision expense increased from the same period in the prior year primarily due to providing for current year loan growth and an increase in allowance for loan loss. Net charge-offs totaled $4.3 million during the three months ended September 30, 2026, compared to net charge-offs of $4.2 million during the second quarter of 2026 and $4.3 million in the third quarter of 2025. Net charge-offs to average loans were 14 bps for the three months ended September 30, 2026, compared to 15 bps for the second quarter of 2026 and 15 bps for the three months ended September 30, 2025.

The provision for loan losses was $15.5million for the nine months ended September 30, 2026, compared to $28.5 million for the nine months ended September 30, 2025. Provision expense decreased from the same period in the prior year primarily due to $13.0 million of acquisition-related provision for loan losses for non-PCD loans acquired from Evans recorded in 2025. Net charge-offs totaled $13.5 million during the nine months ended September 30, 2026, compared to net charge-offs of $13.2 million during the nine months ended September 30, 2025. Net charge-offs to average loans were 15 bps for the nine months ended September 30, 2026, compared to 16 bps for the nine months ended September 30, 2025.

As of September 30, 2026, the unfunded commitment reserve totaled $6.0 million, compared to $5.5 million as of June 30, 2026 and $5.9 million as of September 30, 2025. The increase from the prior quarter was caused by an increase in line of credit commitments, partially offset by a decrease in pipeline exposure.

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

	September 30, 2026					December 31, 2025
(Dollars in thousands)		Amount		%			Amount		%
Nonaccrual loans:
Commercial	$	42,702		65	%	$	19,934		45	%
Residential		19,349		29	%		21,264		47	%
Consumer		3,201		5	%		3,093		7	%
Troubled loan modifications		275		1	%		301		1	%
Total nonaccrual loans	$	65,527		100	%	$	44,592		100	%
Loans over 90 days past due and still accruing:
Commercial	$	305		7		$	2,220		31	%
Residential		1,966		44	%		2,366		33	%
Consumer		2,183		49	%		2,545		36	%
Total loans over 90 days past due and still accruing	$	4,454		100	%	$	7,131		100	%
Total nonperforming loans	$	69,981				$	51,723
OREO		347					402
Total nonperforming assets	$	70,328				$	52,125
Total nonaccrual loans to total loans		0.55	%				0.38	%
Total nonperforming loans to total loans		0.59	%				0.45	%
Total nonperforming assets to total assets		0.43	%				0.33	%
Total allowance for loan losses to total nonperforming loans		200.05	%				266.81	%
Total allowance for loan losses to nonaccrual loans		213.65	%				309.47	%

Total nonperforming assets were $70.3 million at September 30, 2026, compared to $52.1 million at December 31, 2025 and $53.7 million at September 30, 2025. Nonperforming loans at September 30, 2026 were $70.0 million or 0.59% of total loans, compared with $51.7 million or 0.45% of total loans at December 31, 2025 and $53.4 million or 0.46% of total loans at September 30, 2025. The increase in nonperforming assets and nonperforming loans from the prior quarter was attributable to an increase in commercial nonaccrual loans and an increase in residential and consumer accruing loans past due over 90 days. The increase from September 30, 2025 is attributable to an increase in commercial nonaccrual loans. Total nonaccrual loans were $65.5 million or 0.55% of total loans at September 30, 2026, compared to $44.6 million or 0.38% of total loans at December 31, 2025 and $46.5 million or 0.40% of total loans at September 30, 2025. Past due loans as a percentage of total loans was 0.35% at September 30, 2026, slightly down from 0.38% at December 31, 2025 and September 30, 2025.

In addition to nonperforming loans discussed above, the Company has also identified approximately $203.8 million in potential problem loans at September 30, 2026 as compared to $271.8 million at December 31, 2025. Potential problem loans are loans that are currently performing, with a possibility of loss if weaknesses are not corrected. Such loans may need to be disclosed as nonperforming at some time in the future. Potential problem loans are classified by the Company’s loan rating system as “substandard.” The decrease in potential problem loans from December 31, 2025 is primarily due to the migration of commercial loan balances out of substandard. The reduction was driven by $49.3 million in net risk rating upgrades and migration of $19.9 million of commercial loans to nonaccrual status. Management cannot predict the extent to which economic conditions may worsen or other factors, which may impact borrowers and the potential problem loans. Accordingly, there can be no assurance that other loans will not become over 90 days past due, be placed on nonaccrual, become troubled loan modifications or require increased allowance coverage and provision for loan losses. To mitigate this risk the Company maintains a diversified loan portfolio, has no significant concentration in any particular industry and originates loans primarily within its footprint.

Deposits

Total deposits were $13.59 billion at September 30, 2026, up $87.2 million, or 0.6%, from December 31, 2025. As of September 30, 2026, there were no brokered time deposits, down from $98.9 million as of December 31, 2025. Demand, interest-bearing checking, savings and money market deposits increased, partially offset by a decrease in time deposits. The Company continues to experience growth within commercial and municipal business lines. The Company’s composition of total deposits is diverse and granular with approximately 610,000 accounts with an average per account balance of $22,273 as of September 30, 2026. As of September 30, 2026 and December 31, 2025 the estimated amounts of uninsured deposits based on the same methodologies and assumptions used for the bank regulatory reporting were $6.02 billion and $5.86 billion, respectively. Total average deposits increased $887.6 million, or 7.0%, from the same period last year.

Borrowed Funds

The Company’s borrowed funds consist of short-term borrowings and long-term debt. Short-term borrowings totaled $414.4 million at September 30, 2026 compared to $148.1 million at December 31, 2025. Long-term debt was $43.0 million at September 30, 2026 compared to $43.2 million at December 31, 2025.

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

Subordinated Debt

The subordinated notes assumed in connection with the Salisbury Bancorp, Inc. acquisition included $25.0 million of 3.50% fixed-to-floating rate subordinated notes due 2031. The subordinated notes, which qualified as Tier 2 capital, bore interest at an annual rate of 3.50%, payable quarterly in arrears commencing on June 30, 2021, and a floating rate of interest equivalent to the three-month SOFR plus a spread of 2.80%, payable quarterly in arrears commencing on June 30, 2026. On June 30, 2026, the Company redeemed these subordinated notes in full using existing liquidity sources.

As of December 31, 2025 the subordinated debt net of fair value discount was $24.5 million.

Junior Subordinated Debt

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

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

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

Capital Resources

Stockholders’ equity of $1.94 billion represented 11.85% of total assets at September 30, 2026 compared with $1.90 billion, or 11.85% of total assets, as of December 31, 2025. Stockholders’ equity increased $46.3 million from December 31, 2025 driven by net income generation of $162.2 million for the nine months ended September 30, 2026, partially offset by dividends declared of $59.2 million, the repurchase of common stock of $15.0 million and a $44.6 million increase in accumulated other comprehensive loss reflecting the change in fair value securities available for sale.

The Company purchased 20,118 shares of its common stock during the three months ended September 30, 2026, for a total of $1.0 million at an average price of $50.02 per share under its previously announced stock repurchase program. Under its stock repurchase program, the Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effects of stock-based incentive plans and other potential uses of common stock for corporate purposes. As of September 30, 2026, there were 1,411,287 shares available for repurchase under this program authorized on October 27, 2025, which is set to expire on December 31, 2027.

As the capital ratios in the following table indicate, the Company remained “well capitalized” at September 30, 2026 under applicable bank regulatory requirements. Capital measurements are well in excess of regulatory minimum requirements and meet the standard to be considered well capitalized for all periods presented. To be considered well capitalized, tier 1 leverage, common equity tier 1 capital, tier 1 capital and total risk-based capital ratios must be 5%, 6.5%, 8% and 10%, respectively.


Capital Measurements		September 30, 2026			December 31, 2025
Tier 1 leverage ratio		9.99	%		9.48	%
Common equity tier 1 capital ratio		12.43	%		12.07	%
Tier 1 capital ratio		12.43	%		12.07	%
Total risk-based capital ratio		14.36	%		14.24	%
Cash dividends as a percentage of net income		36.53	%		42.90	%
Per common share:
Book value	$	37.40		$	36.32
Tangible book value(1)	$	27.75		$	26.54
Tangible equity ratio(2)		9.07	%		8.95	%

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

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

Liquidity and Interest Rate Sensitivity Management

Market Risk

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

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

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

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

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

The Company’s Interest Rate Sensitivity has remained in a near neutral position. In the declining rate scenarios, net interest income is projected to modestly decrease when compared to the forecasted net interest income in the flat rate scenario through the simulation period. The decrease in net interest income is a result of earning assets repricing and rolling over at lower yields at a faster pace than interest-bearing liabilities decline and/or reach their floors. Conversely in the rising rate scenarios, net interest income increases modestly, impacted by slowing prepayment speeds and increased deposit reactivity; the magnitude of potential impact on earnings may be affected by the ability to lag deposit repricing on interest-bearing checking, savings, MMDA and time accounts. Net interest income for the next twelve months in the +300/+200/+100/-100/-200/-300 bps scenarios, as described above, is within the internal policy risk limits of not more than a 5.0% reduction in net interest income in the +100/-100 bps scenarios, of not more than a 7.5% reduction in net interest income in the +200/-200 bps scenarios and of not more than a 12.0% reduction in net interest income in the +300/-300 bps scenarios. The following table summarizes the percentage change in net interest income in the rising and declining rate scenarios over a 12-month period from the forecasted net interest income in the flat rate scenario using the September 30, 2026 balance sheet position:


Interest Rate Sensitivity Analysis
Change in interest rates		Percent change in
(in bps)		net interest income
+300		0.07%
+200		0.43%
+100		0.49%
-100		(0.41)%
-200		(0.27)%
-300		(0.07)%

The Company anticipates that the trajectory of net interest income will continue to depend significantly on the timing and path of short to mid-term interest rates which are heavily driven by inflationary pressures, employment levels and FOMC monetary policy. In 2025, the FOMC shifted to an easing cycle, cutting the federal funds rate three times (September, October and December) by 25 bps each, bringing the target range down from 4.25-4.50% towards a more neutral stance of 3.50%-3.75% as inflation pressures eased but growth softened. Actions included rate cuts, open market operations to manage liquidity, and adjustments to reinvestment policies for Treasury and mortgage-backed securities. The Federal Reserve remains committed to its 2% inflation target and maximum employment goals. The 2025 federal funds rate reductions provided the catalyst for the Company to begin reducing deposit rates in late 2025 and early 2026. However, as inflation rates have continued to run above the Federal Reserve’s 2% inflation target, coupled with a relatively strong labor market, the Federal Reserve increased the target range by 25 bps to 3.75%-4.00% in September of 2026. This effectively ended the 2025-26 easing cycle and began a new tightening cycle. The Company continues to focus on managing deposit expense in an environment of elevated short-term interest rates while maintaining lending spreads in an effort to allow new and repricing asset yields to remain above existing portfolio asset yields where possible.

Liquidity Risk

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

The primary liquidity measurement the Company utilizes is called “Basic Surplus,” which captures the adequacy of its access to reliable sources of cash relative to the stability of its funding mix of average liabilities. This approach recognizes the importance of balancing levels of cash flow liquidity from short and long-term securities with the availability of dependable borrowing sources, which can be accessed when necessary. At September 30, 2026, the Company’s Basic Surplus measurement was 19.3% of total assets, or $3.17 billion, as compared to the December 31, 2025 Basic Surplus of 18.7%, or $2.98 billion, and was above the Company’s minimum of 5% (calculated at $819.7 million and $799.8 million of period end total assets as September 30, 2026 and December 31, 2025, respectively) set forth in its liquidity policies.

At September 30, 2026 and December 31, 2025, FHLB advances outstanding totaled $313.9 million and $43.0 million, respectively. At September 30, 2026 and December 31, 2025, the Bank had $350.0 million and $353.0 million, respectively, of collateral encumbered by municipal letters of credit. The Bank is a member of the FHLB system and had additional borrowing capacity from the FHLB of approximately $2.48 billion at September 30, 2026 and $2.10 billion at December 31, 2025. In addition, unpledged securities could have been used to increase borrowing capacity at the FHLB by an additional $1.17 billion and $1.11 billion at September 30, 2026 and December 31, 2025, respectively, or used to collateralize other borrowings, such as repurchase agreements. The Company also has the ability to issue brokered time deposits and to borrow against established borrowing facilities with other banks (federal funds), which could provide additional liquidity of $2.68 billion at September 30, 2026 and $2.53 billion at December 31, 2025. In addition, the Bank has a “Borrower-in-Custody” program with the FRB with the addition of the ability to pledge automobile and residential solar loans as collateral. At September 30, 2026 and December 31, 2025, the Bank had the capacity to borrow $1.25 billion and $1.18 billion, respectively, from this program. The Company’s internal policies authorize borrowing up to 25% of assets. Under this policy, remaining available borrowing capacity totaled $3.76 billion at September 30, 2026 and $3.94 billion at December 31, 2025.

This Basic Surplus approach enables the Company to appropriately manage liquidity from both operational and contingency perspectives. By tempering the need for cash flow liquidity with reliable borrowing facilities, the Company is able to operate with a more fully invested and, therefore, higher interest income generating securities portfolio. The makeup and term structure of the securities portfolio is, in part, impacted by the overall interest rate sensitivity of the balance sheet. Investment decisions and deposit pricing strategies are impacted by the liquidity position. The Company considers its Basic Surplus position to be strong. However, certain events may adversely impact the Company’s liquidity position in 2026. While short-term interest rates have declined, they remain elevated relative to recent history, which could result in deposit declines as depositors continue to have alternative opportunities for yield on their excess funds. In the current economic environment, draws against lines of credit could drive asset growth higher. Disruptions in wholesale funding markets could spark increased competition for deposits. These scenarios could lead to a decrease in the Company’s Basic Surplus measure below the minimum policy level of 5%.

At September 30, 2026, a portion of the Company’s loans and securities were pledged as collateral on borrowings. Therefore, once on-balance sheet liquidity is reduced, future growth of earning assets will depend upon the Company’s ability to obtain additional funding, through growth of core deposits and collateral management and may require further use of brokered time deposits or other higher cost borrowing arrangements.

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

Certain restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends. The approval of the OCC is required to pay dividends when a bank fails to meet certain minimum regulatory capital standards or when such dividends are in excess of a subsidiary bank’s earnings retained in the current year plus retained net profits for the preceding two years as specified in applicable OCC regulations. At September 30, 2026 and December 31, 2025, approximately $121.1 million and $115.9 million, respectively, of the total stockholders’ equity of the Bank was available for payment of dividends to the Company without approval by the OCC. The Bank’s ability to pay dividends is also subject to the Bank being in compliance with regulatory capital requirements. The Bank is currently in compliance with these requirements. Under the State of Delaware General Corporation Law, the Company may declare and pay dividends either out of accumulated net retained earnings or capital surplus.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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


ITEM 4.	CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2026, the Company’s disclosure controls and procedures were effective.

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

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


ITEM 1A.	RISK FACTORS

There are no material changes to the risk factors as previously discussed in Part I, Item 1A. of our 2025 Annual Report on Form 10-K.


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

The following table presents stock purchases made during the quarter ended September 30, 2026:


				Total Number of Shares	Maximum Number of Shares
	Total Number of			Purchased as Part of Publicly	That May Yet be Purchased
	Shares		Average Price	Announced Plans or	Under the Plans or
Period	Purchased		Paid Per Share	Programs	Programs(1)
July 1-31, 2026	-	$	-	-	1,431,405
August 1-31, 2026	-		-	-	1,431,405
September 1-30, 2026	20,118		50.02	20,118	1,411,287
Total	20,118	$	50.02	20,118	1,411,287

(1) On October 27, 2025, the Company’s Board of Directors authorized and approved an amendment to the Company’s stock repurchase program. Pursuant to the amended stock repurchase program, the Company may repurchase up to 2,000,000 shares of the Company’s common stock with all repurchases under the stock repurchase program to be made by December 31, 2027. The Company may repurchase shares of its common stock from time to time to mitigate the potential dilutive effects of stock-based incentive plans and other potential uses of common stock for corporate purposes. The Company purchased 20,118 shares of its common stock during the third quarter of 2026 at an average price of $50.02 per share under its previously announced stock repurchase program. As of September 30, 2026, there were 1,411,287 shares available for repurchase under this plan authorized on October 27, 2025, which is set to expire on December 31, 2027.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None


ITEM 4.	MINE SAFETY DISCLOSURES

None


ITEM 5.	OTHER INFORMATION

During the three months ended September 30, 2026, there were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements adopted, modified or terminated by any director or officer of the Company.


ITEM 6.	EXHIBITS

3.1	Restated Certificate of Incorporation of NBT Bancorp Inc. as amended through July 1, 2015 (filed as Exhibit 3.1 to Registrant’s Form 10-Q, filed on August 10, 2015 and incorporated herein by reference).
3.2	Amended and Restated Bylaws of NBT Bancorp Inc. effective May 22, 2018 (filed as Exhibit 3.1 to Registrant’s Form 8-K, filed on May 23, 2018 and incorporated herein by reference).
3.3	Certificate of Designation of the Series A Junior Participating Preferred Stock (filed as Exhibit A to Exhibit 4.1 of the Registrant’s Form 8-K, filed on November 18, 2004 and incorporated herein by reference).
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, this 6th day of November 2026.

	NBT BANCORP INC.

By:	/s/ Annette L. Burns
	Annette L. Burns
	Chief Financial Officer

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NBT Bancorp - 10-Q quarterly report FY2026 Q3

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