First Merchants Corp: Form 10-Q for the period ended Sep 30, 2026

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55

NONINTEREST INCOME

Noninterest income totaled $38.0 million for the three months ended September 30, 2026, representing an increase of $5.5 million, or 17.0 percent, compared to the same period in 2025. The increase was primarily driven by higher customer‑related fees, which increased $5.0 million to $34.3 million for the three months ended September 30, 2026 compared to the same period in 2025. The increase in customer‑related fees was driven primarily by increases in net gains and fees on sales of loans of $2.4 million, higher fiduciary and wealth management fees of $0.9 million, increased service charges on deposit accounts of $0.9 million, and higher card payment fees of $0.6 million. The increase in net gains and fees on loan sales was primarily due to higher SBA loan fees generated following the acquisition of First Savings.

For the nine months ended September 30, 2026, noninterest income totaled $81.0 million, representing a decrease of $12.8 million, or 13.7 percent, compared to the same period in 2025. The decrease was driven primarily by a $29.8 million net loss recognized on mortgage loans that had been moved to held-for-sale and marked to fair value in the first quarter and were sold during the second quarter. This decline was partially offset by higher customer‑related fees, which increased $14.5 million to $100.3 million for the nine months ended September 30, 2026 compared to the same period in 2025. Customer-related fee growth was primarily attributable to higher net gains and fees on sales of loans of $5.8 million due to higher SBA gains generated following the acquisition of First Savings. Additionally, higher fiduciary and wealth management fees of $2.9 million reflected growth in assets under management and related fee income. Service charges on deposit accounts increased $2.6 million and card payment fees increased $1.9 million due to increased transaction volumes and card usage.

NONINTEREST EXPENSE

Noninterest expense totaled $116.3 million for the three months ended September 30, 2026, representing an increase of $19.7 million, or 20.4 percent, compared to the same period in 2025. The increase was driven primarily by higher salaries and employee benefits due to the acquisition of First Savings, with the related expense increasing $9.0 million to $66.3 million for the three months ended September 30, 2026. Other increases included net occupancy, marketing, other real estate owned, intangible asset amortization, and equipment, which increased $1.8 million, $1.5 million, $1.5 million, $1.2 million and $1.1 million, respectively, during the three months ended September 30, 2026, compared to the same period in 2025. Other expense increased $0.8 million primarily due to the write-down of a held-for-sale building and increased travel costs.

For the nine months ended September 30, 2026, noninterest expense totaled $356.7 million, representing an increase of $73.7 million, or 26.0 percent, compared to the same period in 2025. The increase was driven primarily by higher salaries and employee benefits, which increased $34.7 million to $201.6 million for the nine months ended September 30, 2026. Integration and transaction-related expenses totaling $21.7 million were incurred during the nine months ended September 30, 2026, including $11.2 million of contract termination and similar charges, $5.9 million related to salaries and benefits, $3.0 million of acquisition-related professional and advisory services and $1.6 million in miscellaneous costs. Salaries and employee benefits expense, excluding integration and transaction-related expenses, increased by $28.8 million, primarily due to higher salaries and incentive costs associated with employees added through the First Savings acquisition during the nine months ended September 30, 2026, compared to the same period in 2025. Professional and other outside services, excluding integration and transaction-related expenses, increased $10.5 million during the nine months ended September 30, 2026, compared to the same period in 2025. Additionally, net occupancy, equipment, outside data processing fees and intangible asset amortization increased $4.2 million, $3.5 million, $3.1 million and $3.1 million, respectively, during the nine months ended September 30, 2026, compared to the same period in 2025. Other expense increased $3.9 million primarily due to the write-down of a held-for-sale building, increased travel costs and other miscellaneous expenses.

INCOME TAXES

Income tax expense for the three months ended September 30, 2026 was $11.2 million on pre-tax income of $79.5 million. For the same period in 2025, income tax expense was $8.5 million on pre-tax income of $65.3 million. The effective income tax rates for the third quarter of 2026 and 2025 were 14.1 percent and 13.0 percent, respectively.

Income tax expense for the nine months ended September 30, 2026 was $13.9 million on pre-tax income of $154.4 million. For the same period in 2025, income tax expense was $24.7 million on pre-tax income of $193.6 million. The effective income tax rates for the nine months ended September 30, 2026 and 2025 were 9.0 percent and 12.7 percent, respectively.

The effective income tax rate increased for the three months ended September 30, 2026 compared to the same period in 2025, primarily due to a lower proportion of tax-exempt income relative to total income before income taxes. Conversely, the effective income tax rate decreased for the nine months ended September 30, 2026, compared to the same period in 2025, primarily as a result of a higher proportion of tax-exempt income and greater utilization of income tax credits. Lower income before income taxes during the nine months ended September 30, 2026 also contributed to the decrease in the effective income tax rate and was attributable to integration and transaction‑related expenses resulting from the First Savings acquisition and the net loss on mortgage loans reclassified to held for sale.

The detailed reconciliation of income taxes computed at the federal statutory rate to the income tax expense and effective tax rate recorded is shown in NOTE 12. INCOME TAXES of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.

CAPITAL

Preferred Stock

As part of the Level One acquisition, the Corporation issued 10,000 shares of newly created 7.5 percent non-cumulative perpetual preferred stock, with a liquidation preference of $2,500 per share, in exchange for the outstanding Level One Series B preferred stock, and as part of that exchange, each outstanding Level One depositary share representing a 1/100th interest in a share of the Level One preferred stock was converted into a depositary share of the Corporation representing a 1/100th interest in a share of its newly issued preferred stock. The Corporation had $25.0 million of outstanding preferred stock at September 30, 2026 and December 31, 2025. The Series A preferred stock is redeemable at the Corporation’s option, subject to any required regulatory approval, in whole or in part on any dividend payment date on or after August 15, 2025, at a redemption price of $2,500 per share, equivalent to $25.00 per depositary share, plus any declared and unpaid dividends to, but not including, the redemption date. During the three and nine months ended September 30, 2026 and 2025, the Corporation declared and paid dividends of $46.88 per share (equivalent to $0.4688 per depositary share) and $140.64 per share, respectively, equal to $0.5 million and $1.4 million, respectively. The Series A preferred stock qualifies as tier 1 capital for purposes of the regulatory capital calculations.

Stock Repurchase Program

On March 18, 2025, the Board of Directors of the Corporation approved a stock repurchase program of up to 2,927,000 shares of the Corporation's outstanding common stock; provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $100.0 million. On a share basis, the amount of common stock subject to the repurchase program represented approximately 5 percent of the Corporation's outstanding shares at the time the program became effective. The program was discontinued as of June 24, 2026. During the nine months ended September 30, 2026, and prior to the discontinuation of the program, the Corporation repurchased 1.0 million shares under the 2025 stock repurchase program for total consideration of $38.3 million, at an average purchase price of $39.21 per share. During the three and nine months ended September 30, 2025, the Corporation repurchased 0.2 million and 0.9 million shares of its common stock, respectively, under the program, for total consideration of $6.5 million and $36.5 million, respectively. The average purchase prices were $39.86 and $38.83 per share, respectively.

On June 24, 2026, the Board of Directors of the Corporation approved a new stock repurchase program of up to 3,125,000 shares of the Corporation's outstanding common stock; provided, however, that the total aggregate investment in shares repurchased under the program may not exceed $100.0 million. On a share basis, the amount of common stock subject to the repurchase program represented approximately 5 percent of the Corporation's outstanding shares at the time the program became effective. During the three months ended September 30, 2026, the Corporation repurchased 0.3 million shares of its common stock under the 2026 stock repurchase program, for total consideration of $12.0 million, at an average purchase price of $41.78 per share. During the nine months ended September 30, 2026, the Corporation repurchased an aggregate of 1.3 million shares of its common stock under the 2025 and 2026 stock repurchase programs, for total consideration of $50.3 million, at an average purchase price of $39.79 per share.

In August 2022, the Inflation Reduction Act of 2022 (the "IRA") was enacted. Among other things, the IRA imposes a 1 percent excise tax on the fair market value of stock repurchased after December 31, 2022, by publicly traded U.S. corporations, including the Corporation. With certain exceptions, the value of stock repurchased is determined net of stock issued in the year, including shares issued pursuant to compensatory arrangements. During the three and nine months ended September 30, 2026, the Corporation recorded excise tax of $0.1 million and $0.4 million, respectively. During the three and nine months ended September 30, 2025, the Corporation recorded excise tax of $32,000 and $0.3 million, respectively, related to its share repurchases during the period, which is reflected in the Consolidated Condensed Statements of Stockholders' Equity as a component of additional paid-in capital.

Regulatory Capital

Capital adequacy is an important indicator of financial stability and performance. The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies and are assigned to a capital category. The assigned capital category is largely determined by four ratios that are calculated according to the regulations: total risk-based capital, tier 1 risk-based capital, common equity tier 1 ("CET1"), and tier 1 leverage ratios. The ratios are intended to measure capital relative to assets and credit risk associated with those assets and off-balance sheet exposures of the entity. The capital category assigned to an entity can also be affected by qualitative judgments made by regulatory agencies about the risk inherent in the entity's activities that are not part of the calculated ratios.

There are five capital categories defined in the regulations, ranging from well capitalized to critically undercapitalized. Classification of a bank in any of the undercapitalized categories can result in actions by regulators that could have a material effect on a bank's operations. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total risk-based capital, tier 1 capital, and CET1 capital, in each case, to risk-weighted assets, and of tier 1 capital to average assets, or leverage ratio, all of which are calculated as defined in the regulations. Banks with lower capital levels are deemed to be undercapitalized, significantly undercapitalized or critically undercapitalized, depending on their actual levels. The appropriate federal regulatory agency may also downgrade a bank to the next lower capital category upon a determination that the bank is deemed to be engaged or deemed to be in an unsafe or unsound condition. Banks are required to monitor closely their capital levels and to notify their appropriate regulatory agency of any basis for a change in capital category.

Under the fully phased-in Basel III capital rules, the Corporation and the Bank maintain the minimum capital and leverage ratios, including a 2.5 percent capital conservation buffer, as illustrated in the tables below. In order to avoid limitations on capital distributions, including dividends, the Corporation must maintain capital levels above these minimum requirements. The Corporation and Bank have elected to opt out of including accumulated other comprehensive income (loss) in regulatory capital. As of September 30, 2026, the Bank met all capital adequacy requirements to be considered well capitalized under the fully phased-in Basel III capital rules. There is no threshold for well capitalized status for bank holding companies.

The Corporation's and Bank's actual and required capital ratios as of September 30, 2026 and December 31, 2025 were as follows:

On February 1, 2026, the Corporation assumed $29.0 million of subordinated notes in conjunction with its acquisition of First Savings.

On September 25, 2026, the Corporation issued $100.0 million of subordinated notes due October 1, 2036. The 2036 Notes qualify as Tier 2 capital for regulatory capital purposes and increased the Corporation's total regulatory capital. Additional information regarding the Corporation's subordinated notes is referenced in NOTE 9. BORROWINGS of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.

Management believes the disclosed capital ratios are meaningful measurements for evaluating the safety and soundness of the Corporation. Traditionally, the banking regulators have assessed bank and bank holding company capital adequacy based on both the amount and the composition of capital, the calculation of which is prescribed in federal banking regulations. The Federal Reserve focuses its assessment of capital adequacy on a component of tier 1 capital known as CET1. Because the Federal Reserve has long indicated that voting common stockholders' equity (essentially tier 1 risk-based capital less preferred stock and non-controlling interest in subsidiaries) generally should be the dominant element in tier 1 risk-based capital, this focus on CET1 is consistent with existing capital adequacy categories. Tier 1 regulatory capital consists primarily of total common stockholders’ equity and subordinated debentures issued to business trusts categorized as qualifying borrowings, less non-qualifying intangible assets and unrealized net securities gains or losses.

A reconciliation of regulatory measures is detailed in the following table as of the dates indicated.

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(1) Includes net unrealized gains or losses on available for sale securities and amounts resulting from the application of the applicable accounting guidance for defined benefit and other postretirement plans.

In management's view, certain non-GAAP financial measures, when taken together with the corresponding GAAP financial measures and ratios, provide meaningful supplemental information regarding our performance. We believe investors benefit from referring to these non-GAAP financial measures and ratios in assessing our operating results, related trends, and when forecasting future periods. However, these non-GAAP financial measures should be considered in addition to, and not a substitute for or preferable to, financial measures and ratios presented in accordance with GAAP.

The Corporation's tangible common equity measures are capital adequacy metrics that are meaningful to the Corporation, as well as analysts and investors, in assessing the Corporation's use of equity and in facilitating period-to-period and company-to-company comparisons. Tangible common equity to tangible assets ratio was 8.83 percent at September 30, 2026, and 9.38 percent at December 31, 2025.

Non-GAAP financial measures such as tangible common equity to tangible assets, tangible earnings per share, return on average tangible assets and return on average tangible equity are important measures of the strength of the Corporation's capital and ability to generate earnings on tangible common equity invested by our shareholders. These non-GAAP measures provide useful supplemental information and may assist investors in analyzing the Corporation’s financial position without regard to the effects of intangible assets and preferred stock, but retain the effect of accumulated other comprehensive losses in stockholders' equity. Disclosure of these measures also allows analysts and banking regulators to assess our capital adequacy on these same bases.

The tables within the “NON-GAAP FINANCIAL MEASURES” section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations reconcile traditional GAAP measures to these non-GAAP financial measures at September 30, 2026 and December 31, 2025.

LOAN QUALITY AND PROVISION FOR CREDIT LOSSES ON LOANS

The Corporation’s primary lending focus is small business and middle market commercial, commercial real estate, public finance and residential real estate, which results in portfolio diversification. Commercial loans are individually underwritten and judgmentally risk rated. They are periodically monitored and prompt corrective actions are taken on deteriorating loans. Consumer loans are typically underwritten with statistical decision-making tools and are managed throughout their life cycle on a portfolio basis.

Loan Maturities

The following tables present the maturity distribution of our loan portfolio, excluding loans held for sale, by collateral classification at September 30, 2026 according to contractual maturities of (1) one year or less, (2) after one year but within five years and (3) after five years.

The tables also present the portion of loans by loan classification that have fixed interest rates or variable interest rates that fluctuate over the life of the loans in accordance with changes in an interest rate index.

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Loan Quality

The quality of the loan portfolio and the amount of nonperforming loans may increase or decrease as a result of acquisitions, organic portfolio growth, problem loan recognition and resolution through collections, sales or charge-offs. The performance of any loan can be affected by external factors such as economic conditions, or internal factors specific to a particular borrower, such as the actions of a customer's internal management.

At September 30, 2026, nonaccrual loans totaled $117.4 million, an increase of $45.6 million from December 31, 2025. The increase was primarily driven by increases of $34.2 million in the commercial and industrial loan class, including three loans totaling $29.7 million, and $8.8 million in the commercial real estate, non-owner occupied loan class, including one relationship totaling $8.7 million. Increases of $7.3 million in commercial real estate, owner occupied and $5.4 million in residential loan classes also contributed to the increase, partially offset by a $12.8 million decrease in the construction loan class primarily attributable to one relationship.

At September 30, 2026, loans 90 days or more delinquent and still accruing totaled $12.7 million, an increase of $10.6 million from December 31, 2025, as the commercial and industrial, and construction loan classes increased $7.7 million and $2.3 million, respectively. The increase in commercial and industrial loans was primarily driven by a $7.2 million loan that was 90 days or more delinquent and still accruing at quarter-end but was renewed in October 2026 and was current as of the date of this filing.

The Corporation's nonperforming assets plus accruing loans 90 days or more delinquent are presented in the table below.

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The composition of nonperforming assets plus accruing loans 90 days or more delinquent is reflected in the following table by loan class.

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Provision Expense and Allowance for Credit Losses on Loans

The CECL model requires the measurement of all expected credit losses for financial assets measured at amortized cost based on historical experience, current conditions, and reasonable and supportable forecasts. CECL also requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as credit quality and underwriting standards of an organization's portfolio. Additional details of the Corporation's CECL methodology and allowance calculation are discussed within NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES of the Notes to Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.

The CECL allowance is maintained through the provision for credit losses, which is a charge against earnings. Based on management’s judgment as to the appropriate level of the allowance for credit losses, the amount provided in any period may be greater or less than net loan losses for the same period. The determination of the provision amount and the adequacy of the allowance in any period is based on management’s continuing review and evaluation of the loan portfolio.

The Corporation’s loan balances, excluding loans held for sale, increased $1.8 billion from December 31, 2025, to $15.6 billion at September 30, 2026. The ACL - Loans increased $19.9 million from December 31, 2025, to $215.5 million at September 30, 2026. As a percentage of loans, the ACL - Loans was 1.38 percent and 1.42 percent at September 30, 2026 and December 31, 2025, respectively.

The Corporation’s credit loss experience is presented in the table below for the periods indicated.

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61

Net charge-offs totaling $29.4 million and $43.6 million were recognized for the three and nine months ended September 30, 2026, respectively, including $29.0 million related to two commercial lending relationships that had been specifically reserved for during the second quarter of 2026. Provision expense of $3.3 million and $41.2 million was recorded for the three and nine months ended September 30, 2026, respectively. Net charge-offs totaling $5.1 million and $12.4 million were recognized for the three and nine months ended September 30, 2025, respectively, and provision for credit losses - loans of $4.3 million and $14.1 million, respectively, were recorded.

The distribution of the net charge-offs (recoveries) for the three and nine months ended September 30, 2026 and 2025 are reflected in the following table.

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Management continually evaluates the commercial loan portfolio by considering specific borrower cash flow analysis and estimated collateral values, types and amounts on nonperforming loans, past and anticipated credit loss experience, changes in the composition of the loan portfolio, and the current condition and amount of loans outstanding. The determination of the provision for credit losses in any period is based on management’s continuing review and evaluation of the loan portfolio, and its judgment as to the impact of current economic conditions on the portfolio. The Corporation continues to monitor economic forecast changes, loan growth and credit quality to determine provision needs in the future.

LIQUIDITY

Liquidity management is the process by which the Corporation ensures that adequate liquid funds are available for the holding company and its subsidiaries. These funds are necessary to meet financial commitments on a timely basis. These commitments include withdrawals by depositors, funding credit obligations to borrowers, paying dividends to stockholders, paying operating expenses, funding capital expenditures, and maintaining deposit reserve requirements. Liquidity is monitored and closely managed by the asset/liability committee.

The Corporation’s liquidity is dependent upon the receipt of dividends from the Bank, which is subject to certain regulatory limitations, and access to other funding sources. Liquidity of the Bank is derived primarily from core deposit growth, principal payments received on loans, the sale and maturity of investment securities, net cash provided by operating activities, and access to other funding sources.

The principal source of asset-funded liquidity is investment securities classified as available for sale, the market values of which totaled $1.3 billion at September 30, 2026, a decrease of $155.6 million from December 31, 2025. Securities classified as held to maturity that are maturing within a short period of time can also be a source of liquidity. Securities classified as held to maturity that are maturing in one year or less totaled $35.6 million at September 30, 2026. In addition, other types of assets such as cash and interest-bearing deposits with other banks, federal funds sold, and loans maturing within one year are sources of liquidity.

The most stable source of liability-funded liquidity for both the long-term and short-term is deposit growth and retention in the core deposit base. Federal funds purchased and securities sold under agreements to repurchase are also considered sources of liquidity. In addition, FHLB advances and Federal Reserve Discount Window borrowings are utilized as funding sources. At September 30, 2026, total borrowings from the FHLB were $0.9 billion and there were no outstanding borrowings from the Federal Reserve Discount Window. The Bank has pledged certain mortgage loans and investments to the FHLB and Federal Reserve. The total available remaining borrowing capacity from the FHLB and Federal Reserve at September 30, 2026 was $1.4 billion and $6.3 billion, respectively.

The following table presents the Corporation's material cash requirements from known contractual and other obligations at September 30, 2026:

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62

Also, in the normal course of business, the Bank is a party to a number of other off-balance sheet activities that contain credit, market and operational risk that are not reflected in whole or in part in our consolidated financial statements. These activities primarily consist of traditional off-balance sheet credit-related financial instruments such as loan commitments and standby letters of credit.

Summarized credit-related financial instruments at September 30, 2026 are as follows:

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Since many of the commitments are expected to expire unused or be only partially used, the total amount of unused commitments in the preceding table does not necessarily represent future cash requirements.

INTEREST SENSITIVITY AND DISCLOSURE ABOUT MARKET RISK

Asset/Liability management has been an important factor in the Corporation's ability to record consistent earnings growth through periods of interest rate volatility and product deregulation. Management and the Board of Directors monitor the Corporation's liquidity and interest sensitivity positions at regular meetings to review how changes in interest rates may affect earnings. Decisions regarding investment and the pricing of loan and deposit products are made after analysis of reports designed to measure liquidity, rate sensitivity, the Corporation’s exposure to changes in net interest income given various rate scenarios and the economic and competitive environments.

It is the objective of the Corporation to monitor and manage risk exposure to net interest income caused by changes in interest rates. It is the goal of the Corporation’s Asset/Liability management function to provide optimum and stable net interest income. To accomplish this, management uses two asset-liability tools. GAP/Interest Rate Sensitivity Reports and Net Interest Income Simulation Modeling are constructed, presented and monitored quarterly. Management believes that the Corporation's liquidity and interest sensitivity position at September 30, 2026, remained adequate to meet the Corporation’s primary goal of achieving optimum interest margins while avoiding undue interest rate risk.

Net interest income simulation modeling, or earnings-at-risk, measures the sensitivity of net interest income to various interest rate movements. The Corporation's asset-liability process monitors simulated net interest income under three separate interest rate scenarios: base, rising and falling. Estimated net interest income for each scenario is calculated over a twelve-month horizon. The immediate and parallel changes to the base case scenario used in the model are presented below. The interest rate scenarios are used for analytical purposes and do not necessarily represent management's view of future market movements. Rather, these are intended to provide a measure of the degree of volatility interest rate movements may introduce into the earnings of the Corporation.

The base scenario is highly dependent on numerous assumptions embedded in the model, including assumptions related to future interest rates. While the base sensitivity analysis incorporates management's best estimate of interest rate and balance sheet dynamics under various market rate movements, the actual behavior and resulting earnings impact will likely differ from those projected. For certain assets, the base simulation model captures the expected prepayment behavior under changing interest rate environments. Assumptions and methodologies regarding the interest rate or balance behavior of indeterminate maturity products, such as savings, money market, interest-bearing and demand deposits, reflect management's best estimate of expected future behavior. Historical retention rate assumptions are applied to non-maturity deposits for modeling purposes.

The following table presents the estimated impact of immediate, parallel interest rate shocks of +100, +200, -100, and -200 basis points relative to the base case scenario as of September 30, 2026 and December 31, 2025. The change from the base case represents the cumulative change in net interest income over a twelve-month horizon. All balance sheet assumptions used in the rate shock scenarios are consistent with those applied in the base case simulation.

OTHER

The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the Commission, including the Corporation, at https://www.sec.gov.

The information required under this item is included as part of Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the headings “LIQUIDITY” and “INTEREST SENSITIVITY AND DISCLOSURE ABOUT MARKET RISK”.

At the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. Disclosure controls and procedures are controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The procedures are also designed to ensure information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions to be made regarding required disclosure.

There have been no changes in the Corporation’s internal control over financial reporting that occurred during the Corporation’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

There have been no material changes to the risk factors previously disclosed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025.